Nila Infrastructures Ltd Directors Report.

Dear Members,

The Directors of your Company are pleased to present the Twenty Ninth Annual Report to the Members with the Audited Financial Statements for the Financial Year ended on 31 March 2019.

STATE OF AFFAIRS OF THE COMPANY:

Nila Infrastructure Ltd. is public limited and listed at BSE Ltd (Scrip Code: 530377) and National Stock Exchange of India Limited (Scrip Code: NILAINFRA) engaged in the business of execution of construction projects, mainly into affordable housing and civic urban infrastructure projects. During the year there is no change in operations and status except pursuant to the order of the Honble NCLT sanctioned the scheme of demerger, the Real Estate Undertaking comprising of assets, investments, liabilities and resources associated with Real Estate Business has been transferred to and vested into Nila Spaces Limited. There is no other change in state of affairs of the Company.

FINANCIAL HIGHLIGHTS:

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

( in lakhs, except per equity share data)

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 22,580.13 21429.73 21,377.59 20,224.96
Add: Other Income 828.49 734.40 600.95 549.52
Total Income 23,408.62 22,164.13 21,978.54 20,774.48
Less: Revenue Expenditure 18,786.36 17,634.65 17,791.30 16,648.51
Less: Depreciation and Amortization 186.19 172.15 186.19 172.15
Less: Finance cost 1,298.87 1,109.81 1,298.95 1,109.81
Profit Before Tax 3,137.20 3,247.52 2,702.10 2,844.01
Less: Current Tax 939.43 1,225.00 939.43 1,225.00
Less: Adjustments of tax for earlier Years (28.81) 1.60 (28.81) 1.60
Less: Deferred Tax 8.96 (232.55) (108.44) (323.68)
Net Profit After Tax 2,217.62 2,253.47 1,899.92 1,941.09
Share of Profit/(Loss) of associate

-

- 101.33 58.46
Net Profit 2,217.62 2,253.47 2,001.25 1,999.55
Add: Balance Brought Forward from previous Financial Year 6,284.41 1,513.84 5,833.78 1,317.14
Add: Changes on account of Scheme of arrangement - 2,908.09 - 2,908.09
Add: Changes on account of discontinuation of Employees Stock Option Plan 141.50 141.50
Profit available for appropriation 8,502.03 6,816.90 7,835.03 6,366.28
Less: Paid/Proposed Dividend 433.28 433.28 433.28 433.28
Less: Dividend Distribution Tax 89.06 88.20 89.06 88.21
Add: Re-measurement gains/(losses) on defined employee benefit plan (Net of tax) 24.31 (11.01) 24.31 (11.01)
Surplus carried to Balance Sheet 8,004.00 6,284.41 7,337.00 5,833.78
Add: Security Premium 33.71 33.71 33.71 33.71
Add: General Reserve 524.77 524.77 524.77 524.77
Reserves 8,562.48 6,842.88 7,895.48 6,392.26
Share Capital 3,938.89 3,938.89 3,938.89 3,938.89
Earnings per share (EPS) before exceptional item
Basic 0.56 0.57 0.51 0.51
Diluted 0.56 0.57 0.51 0.51
EPS after exceptional item
Basic 0.56 0.57 0.51 0.51
Diluted 0.56 0.57 0.51 0.51

Notes:

(1) The above figures are extracted from the standalone and consolidated financial statements as per Indian Accounting Standards.

(2) Equity shares are at par value of Rs. 1 per share.

REVIEW OF OPERATIONS:

Your Companys primary area of operations includes construction and development of infrastructure projects mainly into affordable housing. The majority of the projects of your Company are being executed in Gujarat and at Rajasthan.

REVENUES -STANDALONE:

Companys Revenue from Operations on a standalone basis increased to Rs. 22,580.13 lakhs from Rs. 21,429.73 lakhs in the previous year, at a growth rate of 5.37%. The increase in revenue is primarily due to expanded scale of its operations of the Company in civic urban infrastructure activities.

REVENUES - CONSOLIDATED:

Companys Revenue from Operations on a consolidated basis increased to 21,377.59 lakhs from 20,224.96 lakhs in the previous year, at a growth rate of 5.70 %.

PROFITS - STANDALONE:

Your Companys EBITDA on a standalone basis amounted to 4,622.26 (20.47% of revenue from operations), as against Rs. 4,529.48 lakhs (21.14% of revenue from operations) in the previous year. Project and Operations costs were 77.81 % of revenue from operations for the year ended 31 March 2019 as compared to 77.36 % for the year ended 31 March 2018. The profit before tax was Rs. 3,137.20 lakhs (13.40% of Total Income), as against Rs. 3,247.52 (14.65% of Total Income) in the previous year. Net profit was Rs. 2,217.62 lakhs (9.48% of Total Income), as against Rs. 2,253.47 lakhs (10.17% of Total Income) in the previous year. PROFITS - CONSOLIDATED:

Your Companys EBIDTA on a consolidated basis amounted to 4,187.24 (19.59 % of revenue from operations), as against 4,125.97 lakhs (20.40 % of revenue from operations) in the previous year. Project and Operations costs were 77.53% of revenue from operations for the year ended 31 March 2019 as compared to 77.09% for the year ended 31 March 2018. The profit before tax was Rs. 2,702.10 (12.29% of Total Income), as against Rs. 2,844.01 lakhs (13.69% of Total Income) in the previous year. Net profit was Rs. 2,001.25 lakhs (9.11% of Total Income), as against 1,999.55 lakhs (9.63 % of Total Income) in the previous year.

LIQUIDITY:

Your Company continues to maintain sufficient cash to meet its operations as well as strategic objectives. The Board of Directors believes that liquidity in the Balance Sheet has to balance between earning adequate returns and the need to cover financial and business risks. Liquidity enables your Company to make a rapid shift in direction, if there is a market demand. The Directors believe that the working capital is sufficient to meet the current requirements. As on 31 March 2019, on a standalone basis, the Company had liquid assets of Rs. 11,557.12 lakhs, as against Rs. 10,495.80 lakhs at the previous year-end. On a consolidated basis, your Company had liquid assets of Rs. 11,884.45 lakhs at the current year-end, as against Rs. 10,534.05 lakhs at the previous year-end. These funds comprise deposits with banks and government. The details are disclosed under the non-current and current assets section in the financial statements in this Annual Report. The information of projects and activities are more specifically detailed in the Management Discussion and Analysis Report annexed to this Board Report. SCHEME OF DEMERGER OF REAL ESTATE UNDERTAKING:

The Honble National Company Law Tribunal, Bench at Ahmedabad (NCLT) had, vide its Order dated 09 May 2018 sanctioned the scheme of arrangement among Nila Infrastructures Limited and Nila Spaces Limited and their respective shareholders and creditors under Section 230 to 232 and other applicable provisions of the Companies Act, 2013 (the scheme). The scheme was approved by the shareholders, secured and unsecured creditors of the Company with requisite majority on 20 March 2018. The scheme provided for demerger of the Real Estate Undertaking of Nila Infrastructures Limited and transfer the same to Nila Spaces Limited with effect from the Appointed Date i.e. 1 April 2017 and the effect of accounting has already been given in the FY 2018 in accordance with the scheme. In terms of the scheme 15 June 2018 was determined as the record date by the Company to issue and allot 1 (One) equity share of Rs. 1/- (Rupee One Only) each of Nila Spaces Ltd. for every 1 (One) equity share of Rs. 1/- (Rupee One Only) each held by such shareholder in the Company.

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 joint ventures. As per Section 129 (3) of the Companies Act, 2013, your Directors have pleasure in attaching the consolidated financial statements prepared in accordance with the applicable accounting standards with this report.

In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial statements are available at the Companys website at www.nilainfra.com. The audited financial statements of each of the subsidiary, associate and joint venture are available for inspection at the Companys registered office at Ahmedabad and also at registered offices of the respective companies. Copies of the annual accounts of the subsidiary, associate and joint venture will also be made available to the investors of Nila Infrastructures Ltd. upon request.

In terms of proviso to Section 129(3) and Rule 8(1) of the Companies (Accounts) Rules, 2014, statement containing the salient features; of the subsidiaries, associates and joint ventures in the prescribed Form AOC 1 is annexed to this report as "Annexure C".

COMPANIES WHICH HAVE BECOME OR CEASED TO BE SUBSIDIARIES, ASSOCIATES OR JOINT VENTURES DURING THE YEAR:

Pursuant to the scheme of demerger as mentioned herein above; investments held in M/s Nila Projects LLP, M/s Nilsan Realty LLP, M/s Fungdi Land Developers LLP, and securities held in M/s Mega City Cinemall Pvt. Ltd. have been transferred to and vested into M/s Nila Spaces Ltd. and consequently all these entities ceased to be joint ventures and associates of the Company. Further upon cancellation of equity shares held by the Company into M/s Nila Spaces Ltd. pursuant to the scheme of demerger, Nila Spaces Ltd. ceased to be wholly owned subsidiary of the Company.

TRANSFERTO RESERVES:

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

DIVIDEND:

Your Company has been paying dividend consistently for the last nine years. However foreseeing the requirement of financial resources for the future growth, and in order to create strong economic base and long term value for the investors; your directors have decided not to recommend any dividend for the financial year ended on 31 March 2019.

PUBLIC DEPOSITS:

During the year under review your Company has not accepted any deposits from the public within 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:

During the year Mr. Hiren G. Pandit - Non Executive Independent Director (DIN:01683959) has resigned from the Directorship on 19 May 2018 due to his pre-occupations and busy schedule and that there is no other material reason other than those provided in his resignation letter.

Pursuant to Section 152 of the Companies Act, 2013, Mr. Kiran B. Vadodaria, (DIN: 00092067); whose appointment was ratified as Non Executive Director at the 28th Annual General Meeting; retires by rotation at the ensuing Annual General Meeting of the Company and being eligible offers himself for reappointment. The tenure of Mr. Shyamal S. Joshi (DIN:00005766) and Mr. H.P. Jamdar (DIN:00062081) as Independent Directors is expiring in the current financial year 2019-20. The Nomination and Remuneration Committee has recommended to reappoint Mr. Shyamal S. Joshi (DIN:00005766) for another term of five years and therefore based on the recommendation of the Committee and performance evaluation, necessary resolution appointing Mr. Shyamal S. Joshi (DIN:00005766) for another five years has been included in the notice convening the AGM. The details of proposal, rational, justification and performance evaluation report in terms of applicable Secretarial Standards on General Meeting (SS-2), for the reappointment of Independent Director after completion of their first term is mentioned in the explanatory statement of the Notice.

Except as mentioned hereinabove, there is no other change in the Board of Directors and Key Managerial Personnel of the Company during the year.

All the Directors have confirmed that they are not disqualified from being appointed as Directors 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 Company confirming that they meet with the criteria of independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013 and Regulation 25 read with 16(1 )(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the same has been noted by the Board.

Board Evaluation:

Pursuant to the provisions of the Companies Act, 2013 and SEBI Circular date 10 May 2018; an annual performance evaluation of

the members of the board of its own individually and working of various committees of the board was carried out. Further in a separate meeting of the Independent Directors held on 19 May 2018 without presence of other Directors and management, the Independent Directors had, based on various criteria, evaluated performance of the Chairman and also performance of the other members of the board. The manner in which the performance evaluation was carried out has been explained in the Corporate Governance Report annexed with this report.

Board and Committee Meetings:

During the year under review 5 (five) Board Meetings, 4 (four) audit committee meetings, 4 (four) Corporate Social Responsibility Committee, 4 (four) Stakeholder Relationship Committee and 1(one) Nomination & Remuneration Committee meetings were held. The details of the meetings are given in the Corporate Governance Report as a part to the Boards Report. The intervening gap between the meetings 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, with respect to Directors Responsibility Statement, it is hereby confirmed that:

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

b) The Directors have selected such accounting policies and applied them consistently and made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the company for that period.

c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company for preventing and detecting fraud and other irregularities.

d) The Directors have prepared the annual accounts on a going concern basis.

e) Proper internal financial controls are in place and that the financial controls are adequate and were operating effectively; and

f) The Directors have devised proper systems to ensure compliances with the provisions of all applicable laws and that such systems are adequate and operating effectively.

REPORTING OF FRAUD:

During the year under review there was no instance of any fraud which has been reported by any auditor to the audit committee or the board.

ALTERATION OF MEMORANDUM AND ARTICLE OF ASSOCIATION:

During the year under review no changes have been made in the clauses of Memorandum and Articles of Association of your Company. SHARE CAPITAL:

There is no change in share capital of the Company. Presently the paid up capital of the Company is Rs. 39,38,89,200 comprising of 393889200 equity shares of Rs. 1/- each.

UNCLAIMED DIVIDEND AND UNCLAIMED SHARES

The Company has taken various initiatives to reduce the quantum

of unclaimed dividend and has been periodically intimating the concerned shareholders, requesting them to encash their dividend before it becomes due for transfer to the Investor Education and Protection Fund (IEPF). Unclaimed dividend amounting to Rs. 9,68,468/- for FY 2010-11 was transferred to the IEPF on 26 October 2018. In terms of the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 as amended, the Company has transferred the corresponding shares to IEPF, where the dividends for the last seven consecutive years have not been claimed by the concerned shareholder

Further, the unclaimed dividend in respect of FY 2011-12 must be claimed by shareholders on or before 21 October 2019, failing which the Company will be transferring the unclaimed dividend and the corresponding shares to the IEPF within a period of 30 days from the said date. The concerned shareholders, however, may claim the dividend and shares from IEPF after complying with the prescribed procedure.

In terms of the IEPF (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, your Company has made the relevant disclosures to the Ministry of Corporate Affairs (MCA) regarding unclaimed dividends and unclaimed shares. Your Company has also uploaded the prescribed information on www.iepf.gov.in and www.nilainfra.com.

Details of Unclaimed Dividend as on 31 March 2019 and due dates for transfer are as follows:

SN Financial Year Raunclaimed Amount (Rs.) Due Date for transfer to IEPF Account
1 2011-12 9,90,708.10 21 October 2019
2 2012-13 9,29,131.00 12 August 2020
3 2013-14 9,79,385.70 27 October 2021
4 2014-15 10,46,546.00 04 October 2022
5 2015-16 11,86,301.82 17 October 2023
6 2016-17 10,88,135.29 05 November 2024
7 2017-18 8,84,372.61 05 November 2025

0 The Corresponding shares for which dividend has not been claimed for seven consecutive years shall be identified at the due dates and be transferred to the IEPF authority. The list of such shareholders, upon identification, shall also be displayed at the website of the Company at www.nilainfra.com.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORT:

The Company has implemented the procedure and adopted practices in conformity with the code of Corporate Governance as enumerated in Schedule V of SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015. The management discussion & analysis and corporate governance report are made part of this report. A certificate from the Practicing Company Secretary regarding compliance of the conditions of corporate governance is attached hereto and forms part of the Directors report.

STATUTORY AUDITORS AND AUDITORS REPORT:

M/s B S R & Associates LLP (FRN: 1 16231W/ W100024) were appointed at the 27th AGM held on 29 September 2017 as statutory auditors of the Company to hold office till the conclusion of 32nd AGM of the Company.

The report of the statutory auditor is given in this annual report. There is no qualification, reservation or any adverse remark or disclaimer in the audit report of M/s B S R & Associates LLP.

COST AUDIT:

As per the requirements of the Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, your Company is required to maintain cost records and accordingly, such accounts are made and records have been maintained. M/s Dalwadi & Associates, Cost Accountant, Ahmedabad (FRN: 000338) has conducted the audit of the cost record of the Company for the Financial Year 2018-19. The Cost Audit Report for FY2018 does not contain any qualification.

The Board of Directors, on the recommendation of Audit Committee, has re-appointed M/s Dalwadi & Associates, Cost Accountant, Ahmedabad (FRN: 000338) as Cost Auditor to audit the cost records of the Company for the financial year 2019-20. As required under the Act, a resolution seeking members approval for the remuneration payable to the Cost Auditor forms part of the Notice convening the 29th Annual General Meeting for their ratification.

SECRETARIAL AUDITORS 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 Directors have appointed M/s Umesh Ved & Associates, Practicing Company Secretary, Ahmedabad as the 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 E". The report of the Secretarial Auditor is self-explanatory and confirming compliance by the Company of all the provisions of applicable corporate laws.

The delay in filing couple of ROC forms was on account of operational and procedural matters. The forms were filed with additional fees and compliances were made. There is no impact on operations and financials on account of such delay.

Pursuant to the SEBI circular dated 08 February, 2019, the Company has obtained an Annual Secretarial 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 the Companies Act, 2013 and Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, reviewed the financial results and financial statements, audit process, internal control system, scope of internal audit and compliance of related regulations as prescribed. The Composition and terms of reference of the audit committee is 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 Po licy) in a ccordance with the provisions of Section 177 of the Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for the employees to report to the management instances of unethical behavior, actual or suspected fraud or violation of the Companys code of conduct. The detail of the Whistle Blower Mechanism is explained in the Corporate Governance Report and the policy adopted is available on the Companys website at www.nilainfra.com under investor 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 complaint committee 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 reported during the year under review.

CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING:

In terms of the Regulation 9 of SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended; the Company has adopted revised Code of Conduct prohibiting, regulating and monitoring the dealings in the securities of the Company by Insiders and Designated Persons. while in possession of unpublished price sensitive information in relation to the securities of the Company. The code of conduct is available at the Companys website at www.nilainfra.com under investor segment.

The Company has also in terms of Regulation 9A of the SEBI (Prohibition of Insider Trading) Regulations, 2015; put in place institutional mechanism for prevention of 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 the equipments consuming energy have been placed under continuous and strict monitoring. In view of the nature of the operations, no report on the other matters is required to be made under Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014.

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 Note No. 07 forming part of the financial statements of the Company for the financial year 2018-19. Details of loans given to other persons covered under Section 186 of the Companies Act, 2013 are given in the Note No. 32 relating 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 party transactions. All related party transactions that were entered into by the Company during the financial year were in the ordinary course of business and were at arms length basis. There are no material significant related party transaction made by the Company with its Directors, Promoters, Key Managerial Personnel or their relative. All Related Party Transactions are placed before the audit committee / Board, as applicable, for their approval. Omnibus approval are taken for the transactions which are repetitive in nature. The Related Party Transactions that were entered into by the Company were to facilitate smooth functioning 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 related party transactions as approved by the Board is available on the website of the company www.nilainfra.com under investor segment.

Disclosures of transactions with related parties in terms of Schedule V read with Regulation 34(3) and 53(f) of SEBI (LODR) Regulations 2015 as amended is given in Note No 32 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 the Companies Act, 2013 laid down the internal financial controls. The Company has in place a well- defined organizational structure and adequate internal controls for efficient operations which is cognizant of applicable laws and regulations, particularly those related to protection of properties, resources and assets, and the accurate reporting of financial transactions in the financial statements. The company continuously upgrades these systems. The internal control system is supplemented by extensive internal audits, conducted by independent firm of chartered accountants.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

In terms of the provisions of Section 135 of the Companies Act, 2013, your Company has constituted CSR Committee comprising of Mr. Shyamal S. Joshi - Chairman, Mr. Kiran B. Vadodaria and Mr. Manoj B. Vadodaria as the other members. As a part of CSR, the Company has spent funds for the projects involving promotion of cleanliness, sanitation, preventive healthcare, education, medical and food support to poor. As a part of Clean India Campaign, your Company is undertaking a project namely "My Own Street" to spread awareness of environmental protection and cleanliness by encouraging people to participate and make habit to keep the society clean.

The Annual Report on CSR activities for the Financial Year 201819 is annexed herewith as "Annexure A".The policy on CSR is available at the website of the company at www.nilainfra.com under the investor segment.

NOMINATION AND REMUNERATION COMMITTEE AND POLICY ON APPOINTMENT & REMUNERATION OF DIRECTORS:

Pursuant to the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has constituted Nomination and Remuneration Committee and adopted policy on appointment and remuneration of Directors and Key Managerial Personnel. The composition, terms of reference of the Committee are given in the Corporate Governance Report as a part to the Boards Report.

The Company has adopted revised Policy on Nomination & Remuneration Committee containing criteria for determining qualification, positive attributes, independence of directors, directors appointment and remuneration. The gist of the policy is given in the Corporate Governance Report annexed to the Board Report. The said policy is also available at the website of the company at www.nilainfra.com under the investor segment.

MATERIAL CHANGES:

No material change has taken place after 31 March 2019 and till the date of this report.

EMPLOYEES:

During the year under review, no employee of the Company was in receipt of remuneration in excess of the limits prescribed under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

DISCLOSURES IN TERMS OF RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:

The information as required under Rule 5(1) and 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in the "Annexure D" to this report.

COMPLIANCE WITH REVISED SECRETARIAL STANDARDS:

The Company has complied with all applicable mandatory Secretarial Standards issued by the Institute of Company Secretaries of India.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURT OR TRIBUNALS:

As mentioned herein above in this report except the order of the NCLT sanctioning the scheme; there is no other significant and material order passed by any regulator or court or tribunal during the year under review.

EXTRACTOFTHEANNUAL RETURN:

The details forming part of the extract of the Annual Return in Form MGT-9, as required under Section 92 of the Act, is annexed as Annexure B which forms an integral part of this Report and is also available on the Companys website viz. www.nilainfra.com. RISK MANAGEMENT:

Your company recognizes that risks are integral part of business activities and is committed to managing the risks in a proactive and efficient manner. Your Company has robust risk management process involving periodic assessment of various risks and mitigating remedies, which are more specifically discussed in MDA report as a part of the Board Report.

APPRECIATIONS AND ACKNOWLEDGMENTS:

Your Directors place on record their deep appreciation to employees at all levels for their hard work, dedication and commitment. The enthusiasm and unstinting efforts of the employees have enabled the Company to become a meaningful player in the infrastructure industry. Your Directors would also like to places on record its appreciation for the support and cooperation your Company has been receiving from its Stakeholders, Corporations, Government Authorities, Joint Venture partners and others associated with the Company. The Directors also take this opportunity to thank all Investors, Clients, Vendors, Banks, Financial Institutions, Government and Regulatory Authorities and Stock Exchanges, for their continued support. Your Directors also wish to record their appreciation for the continued co-operation and support received from the Consultants and Advisors. Your Company looks upon them as partners in its progress and has shared with them the rewards of growth. It will be the Companys endeavour to build and nurture strong links with the business based on mutuality of benefits, respect for and cooperation with each other, consistent with consumer interests.

For and on behalf of the
Board of Directors
Manoj B. Vadodaria
Date: 20 May 2019 Chairman & Managing Director
Place: Ahmedabad DIN:00092053