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The Directors of your Company are pleased to present the Annual Report for the year 2017-18 to the Members with the Audited Financial Statements for the Financial Year ended on 31 March, 2018.
STATE OF AFFAIRS OF THE COMPANY:
The performance of the Company for the Financial Year 2017-18 is as under:
Standalone for the year ended
Consolidated for the year ended
|31 March 2018||31 March 2017||31 March 2018||31 March 2017|
|Revenue from Operations||1977.80||2855.61||1977.80||2855.61|
|Add: Other Income||902.06||1046.25||902.06||1046.25|
|Less: Revenue Expenditure||1939.61||1809.76||1939.61||1809.76|
|Profit Before Tax||302.06||1206.67||302.06||1206.67|
|Less: Current Tax||85.17||417.57||85.17||417.57|
|Net Profit After Tax||216.89||789.11||216.89||789.11|
|Share of Profit/(Loss) of associate||-||-||(76.83)||(60.11)|
|Add: Balance Brought Forward|
|from previous Financial Year||(11.02)||(11.10)||(61.03)||(61.11)|
|Add: Changes on account of Scheme of arrangement (transfer to capital reserve)||-||(789.02)||-||(728.92)|
|Profit available for appropriation||205.87||(11.02)||79.03||(61.03)|
|Surplus carried to Balance Sheet||205.87||(11.02)||79.03||(61.03)|
|Add: Security Premium||5.80||5.80||5.80||5.80|
|Add: General Reserve||7.90||-||7.90||-|
|Add: Capital Reserve||7607.65||14454.64||7547.55||14394.52|
|Earnings per share (EPS) before exceptional item(1)(2)|
|EPS after exceptional item(1)(2)|
(1) The above figures are extracted from the standalone and consolidated financial statements as per Indian Accounting Standard.
(2) Equity shares are at par value of 1 per share.
(3) EPS has been calculated considering the shares of 79000 of 10 /- each, which otherwise would be 0.20 considering pending allotment of 393889200 equity shares of 1/- each pursant to the scheme of de-merger and cancellation of existing 79000 equity shares of 10/- each.
(4) During the year a scheme of arrangement of demerger of Real Estate Undertaking of Nila Infrastructures Ltd. was presented to and sanctioned by the Honble NCLT - Ahmedabad bench with appointed date of April 01,2017 and therefore the financial statements have been prepared accordingly.
REVIEW OF OPERATIONS:
Your Companys primary area of operations includes development of buildings for sale. Presently your Company focuses on the state of Gujarat for business. Your Company proposes to develop residential projects mainly of affordable nature on various land in the years to come.
REPORT ON PERFORMANCE OF SUBSIDIARY COMPANIES PURSUANT TO RULE 8 (1) OF THE COMPANIES (ACCOUNTS) RULES, 2014:
Various subsidiaries, associates and joint ventures of M/s Nila Infrastructures Ltd. forming part of the real estate undertaking have been transferred to and vested into your Company pursuant to the scheme of demerger. As per Section 129 (3) of the Companies Act, 2013, your Directors have therefore 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.nilaspaces.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, India 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 Spaces Limited 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 which have been transferred to and vested into your Company after the scheme of arrangement; in the prescribed Form AOC 1 is annexed to this report as "Annexure B.
Considering the initial year of operation after the scheme of demerger; and future fund requirement for various project expansions and to preserve the resources for growth; it has been decided by the Board of Directors of your Company not to recommend any dividend for the year under review.
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.
All the existing properties of the Company are adequately insured.
During the year under review Mr. Umesh Ved, Mr. Hitesh Patel, Mr. Hitesh Sampat and Mr. Tejas Ved have resigned from the office of Directorship. Your Company took on record their immense efforts and contribution to the growth. During the year your Company has appointed Mr. Deep S. Vadodaria (DIN: 01284293) Mr. Prashant H. Sarkhedi (DIN: 00417386) Mr. Jasvinder S. Rana ( DIN: 01749361 ), as the Directors of the Company. Except as stated herein there is no other change in the Directors 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 General Meeting of the Company and being eligible offers himself for reappointment. Necessary resolutions for the reappointment of the aforesaid Directors have been included in the Notice convening the ensuing Annual General Meeting and details of the proposal for reappointment is mentioned in the explanatory statement of the Notice.
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. The Company has also 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 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the same has been noted by the Board.
Pursuant to the provisions of the Companies Act, 2013, an annual performance evaluation of the members of the Board of its own individually and working of the various committees of the Board has been carried out in accordance with the Nomination and Remuneration Policy of the Company.
During the year under review 10 (Ten) Board Meetings were held and the intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.
Your Company do not fall under the class of companies as per Section 177 of the Companies Act, 2013 and therefore provisions relating to constitute and meetings of Audit Committee was not applicable.
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.
ALTERATION OF MEMORANDUM AND ARTICLE OF ASSOCIATION:
During the year under review your Company has changed the Main Object Clause by adopting new clauses to enable the Company to undertake and carry out business of development of buildings for sale and other real estate activities. No change has been made in the clauses of Articles of Association of your Company.
ALTERATION OF NAME AND REGISTERED OFFICE:
During the year under review; name of your Company has been changed to Parmananday Superstructure Ltd. and thereafter Nila Spaces Ltd. The place of registered office has been changed to First Floor, Sambhaav House, Opp Chief Justices Bungalow, Bodakdev, Ahmedabad - 380015.
During the year under review there is no change in the share capital of the Company except as under.
1. During the year your Company has made registration of transfer of entire shareholding 79000 equity shares of Rs. 10/- (Ten) each in the name on M/s Nila Infrastructures Ltd.
2. Pursuant to the scheme of demerger; 79000 equity shares of Rs. 10/- (Ten) each of the Company; have been sub divided into 790000 equity share of Re. 1/- (One).
CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORT:
During the year your Company being an unlisted Company, the provisions of code of Corporate Governance as enumerated in Schedule V of SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015 and requirement of the management discussion & analysis and corporate governance report is not applicable.
STATUTORY AUDITORS AND AUDITORS REPORT:
With respect to the audit report for the financial year 2017-18; there is no qualification, reservation or any adverse remark or disclaimer in the audit report of M/s J S Shah & Co.
During the year under review your Company did not fall within the class of the Companies as prescribed under Section 177 of the
Companies Act, 2013 and therefore constitution of audit committee was not applicable to your Company.
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.
DISCLOSURES UNDER RULE 8(5) OF COMPANIES (ACCOUNTS) RULES, 2014:
During the year a scheme of arrangement of demerger of Real Estate Undertaking of Nila Infrastructures Ltd. into your Company was presented to and sanctioned by the Honble NCLT - Ahmedabad bench with appointed date of April 01, 2017 and accordingly the subsidiaries, associates and joint ventures forming part of the real estate undertaking of Nila Infrastructures Ltd. have been transferred to and vested into your company. In terms of the scheme equity investment or capital contribution as the case may be in M/s Mega City Cinemall Pvt. Ltd; M/s Nila Projects LLP; M/s Nilsan Realty LLP; and M/s Fungdi Land Developers LLP have been transferred to and vested into your company. In terms of the scheme of demerger the shareholding held by Nila Infrastructures Ltd. in your Company have been cancelled and therefore your Company ceases to be wholly owned subsidiary of Nila Infrastructures Ltd.
Information of subsidiaries, associates and joint ventures after the scheme of arrangement; is given in Annexure B to this report.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT MADE BY THE COMPANY DURING THE YEAR:
As regards investments in securities and loan given to other persons covered under Section 186 of the Companies Act, 2013 are given in the Note forming part to the financial statements.
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. 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.
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.
CORPORATE SOCIAL RESPONSIBILITY (CSR):
During the year under review your Company does not fall within the class of Companies as prescribed under section 135 of the Companies Act, 2013 and therefore the provisions relating to the Corporate Social Responsibility were not applicable.
NOMINATION AND REMUNERATION COMMITTEE:
During the year under review your Company does not fall within the class of companies as prescribed under section 178 of the Companies Act, 2013 and therefore the provisions of constitution of Nomination and Remuneration Committee were not applicable to your Company.
No material change have taken place after March 31, 2018; except as stated herein under.
1. The Honble NCLT Ahmedabad bench has vide its order dated May 09, 2018 approved the scheme of demerger of real estate undertaking of Nila Infrastructures Ltd. into Nila Spaces Ltd. The scheme became effective upon filing of the order with the office of the Registrar of Companies on May 17, 2018. Consequently the financial statements of your company have been prepared in accordance with the applicable accounting standards and laws considering appointed date of April 01,2017.
2. The authorized share capital of the Company have been increased to Rs. 4,50,00,000/- (Rupees Forty Five Crore Only) comprising of 450000000 equity shares of Re. 1/- each.
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 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:
During the year under review no remuneration have been paid to any Director and key managerial personnel and therefore the information as required under Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not applicable.
EXTRACT OF THE ANNUAL RETURN:
The extract of annual return in the prescribed form MGT-9 for the Financial Year March 31, 2017 is attached with the Directors Report as "Annexure A".
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|
|Deep S. Vadodaria|
|Date: 30 May 2018||Chairman|