NEL Holdings Ltd Directors Report.

Dear Members,

Your Directors present their Fifteenth Annual Report with the standalone and consolidated annual audited accounts of the Company for the year ended March 31, 2019.

1. Financial Results:

(Rupees in Lakhs)

Particulars Standalone Consolidated
2018-19 2017-18 2018-19 2017-18
Income :
Revenue from operations 8439 2754 11292 3625
Other Income 178 1357 23 1982
Total Income 8617 4111 11315 5629
Profit/(Loss) before depreciation (14440) (10694) (16415) (25445)
Less : Depreciation 23 44 42 1264
Profit/(Loss) before tax (14463) (10739) (16457) (26709)
Less : Tax 87 (1177) (93) (1087)
Profit / (Loss) after tax (14550) (9562) (16550) (25621)
Less: Minority interest & share of profit/ (loss) in Associate - - - -
Net Profit/(Loss) (14550) (9562) (16550) (25621)

2. Dividend:

In view of the loss, no dividend could be considered.

As per the provisions of the Companies Act, 2013 (the Act), unclaimed amount of Rs. 40,080 in respect of dividend declared in the year 2010-11 have been transferred to the IEPF Authority. Further, as per the new requirements of the Act, 70,771 Equity Shares of Rs. 10/- each of the Company held by 194 Members, in respect of which the Dividend amounts have not been claimed in seven consecutive years have also been transferred to the DEMAT account of the IEPF Authority.

3. Deposits

The Company has not accepted any deposits as mentioned under Section 73 of the Act.

4. Transfer to Reserves

In view of the loss incurred by the Company during the financial year, no amount was transferred to the reserves.

5. State of Companyfs Affairs: a. Change of name of the Company:

After duly complying with all the procedures of the Companies Act, 2013 and the SEBI Listing Regulations, the name of the Company has been changed from Nitesh Estates Limited to NEL Holdings Limited with effect from April 27, 2019.

b. Financial Statement:

The Ministry of Corporate Affairs vide its notification dated 16th February, 2015 notified the Companies (India Accounting Standard) Rules, 2015 and the same was made effective from 1st April, 2015. As per the said Rules, the Indian Accounting Standard (IND-AS) was made applicable to the Company and to the subsidiary companies with effect from 1st April, 2017. Accordingly the financial statements (both standalone and consolidated) for the year ended March 31, 2019 was prepared based on IND-AS.

The Company has compiled with the applicable provisions of the Act and Regulations of the Securities and Exchange Board of India (Listing Obligations & Disclosure Requirements), Regulations, 2015 (‘the Listing Regulations) in preparation of Standalone and Consolidated financial statements.

The audited consolidated Balance Sheet as at 31st March, 2019, consolidated statement of Profit and Loss for the year ended as on that date, Cash flow Statements together with the Notes and Reports of Auditors thereon forms part of the Annual Report. The financial figures have been regrouped, wherever required, in line with disclosure requirement of Schedule III of the Act.

Standalone:

During the year under review the Company had achieved a turnover of Rs. 8439 Lakhs as against Rs. 2754 Lakh in the previous year and other income of Rs. 178 Lakh as compared to Rs. 1357 Lakh in the previous year. The operations had resulted in a loss of Rs. 14550 Lakh as compared to previous year loss of Rs. 9562 Lakhs.

Consolidated:

The total consolidated revenue for the year ended 31st March 2019 amounted to Rs. 11292 Lakh and other income of Rs. 23 Lakh, as compared to Rs. 3625 Lakhs and other income of Rs. 1982 Lakh in the previous year. The Company has incurred a loss after tax of Rs. 16549 Lakhs (previous years Loss Rs. 25621 Lakh).

6. Material changes and commitments, if any, affecting the financial position of the Company occurred between the end of the financial year to which the financial statement relate and the date of the report:

There were no such material changes and commitments, affecting the financial position of the Company occurred between the end of the financial year and the date of this Report.

7. Significant or material orders passed by the regulators/ courts :

During the year under review, there were no significant or material orders passed by the regulators or courts or tribunals against the Company, impacting the going concern status and Companys operations in future.

8. The Board of Directors

I. Composition of the Board

The Board of the Company comprises of 8 (Eight) Directors of which five are Independent Directors. The Composition of the Board of Directors is in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI Listing Regulations.

Declaration by Independent Directors: The Company has received necessary declarations from the Independent Directors stating that they meet the criteria of independence as specified in Section 149 (6) of the Companies Act, 2013 and in the Listing Regulations.

II.Change in the Board

During the period under review, Mr. G. N. Bajpai, Independent Director resigned from the Board on August 17, 2018 due to his personal commitments. Your Board places its deep appreciation for the services rendered by him during his association with the Company.

Further, Mr. Shantanu Consul and Mr. Subramanian Ananthanarayan were appointed as Independent Director of the Company on February 26, 2019.

III. Key Managerial Personnel

During the year Mr. Srinivasan D. the Company Secretary and Chief Compliance Officer of the Company had retired from the Services with effect from August 02, 2018 and the Board has appointed Mr. Prasant Kumar as the Company Secretary and Chief Compliance Officer with from August 10, 2018.

Mr. Venkateshan M. A. the Chief Financial Officer of the Company has retired in April 30, 2019.

Mr. Kamal Daluka was appointed and joined the Company in April 2019 as Chief Financial Officer of the Company.

Mr. Rakesh Singh was appointed and joined the Company in April 2019 as Chief Executive Officer of the Company.

All the appointments, resignations/retirements of the Directors and the Key Managerial Personnel of the Company have been duly intimated to the Stock Exchanges and to the Ministry of Corporate Affairs, New Delhi.

IV. Meetings of the Board

The Board of Directors met 6(Six) times during the year on May 30, 2018, July 02, 2018, August 10, 2018, September 28, 2018, November 12, 2018 and February 13, 2019. In accordance with the provisions of the Companies Act, 2013, a separate meeting of the Independent Directors was held on February 13, 2019. The Composition of the Board and the Committees along with the meeting attendance details are provided in the Corporate Governance Report. V. Annual Evaluation of the Board, its Committees and Individual Directors The Independent Directors of the Company at their separate meeting held as per the provisions of Section 149 read with Schedule V of the Companies Act, 2013 and the Listing Regulations, had carried out an annual evaluation of the Board, Committees and individual Directors performance. The performance of the Board was evaluated after seeking inputs from the Independent Directors on the basis of criteria such as Board composition, structure, Board processes and their effectiveness, information given to the Board, etc. The Board and the Nomination and Remuneration Committee (NRC) reviewed the performance of the individual Directors on the basis of criteria such as their participation, contribution at the meetings and their preparedness on the agenda items to be discussed etc. Additionally the Chairman was also evaluated on key aspects of his role.

VI. Familiarization program for Independent Directors

The Company proactively keeps its Directors informed of the activities of the Company, its Management and operations and provides an overall industry perspective as well as issues being faced by the industry.

The Company also keeps the Board updated on the applicable Laws, Regulations, Enactments etc. and any changes, amendments thereon from time to time.

9. Directorsf Responsibility Statement

a. In terms of the requirements of Section 134(5) of the Companies Act, 2013, we, on behalf of the Board of Directors, hereby state that: b. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; c. the directors had selected such accounting policies and applied them consistently and made judgments 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 of the company for that period; d. the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; e. the directors had prepared the annual accounts on a going concern basis; and f. the directors had laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and were operating effectively. g. the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

10. The Nomination and Remuneration Policy

The Nomination and Remuneration Committee (NRC) has formulated a policy relating to nomination of and remuneration for the Directors, Key Managerial Personnel and Senior Management personnel.

The Nomination and Remuneration policy has been prepared pursuant to the applicable provisions of the Companies Act, 2013 and SEBI Listing Regulations.

Non-Executive Directors are remunerated by way of sitting fees for attending the meetings of the Board and the Committees thereof. The sitting fees paid for Board Meetings and Audit Committee meetings is Rs. 50,000/- per meeting, the Nomination & Remuneration Committee is Rs 25,000/- per meeting and the Stakeholders Relationship Committee, other Committees including for a separate meeting of Independent Directors is Rs. 20,000/- per meeting.

The Nomination & Remuneration Policy of the Company is uploaded on the Website of the Company at https://nelholdings.in/investor-relations/policies-other-related-matters

Remuneration Details of Directors and Employees pursuant to Section 134 of the Companies Act, 2013 and the Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

Ratio of remuneration of each director to the median remuneration of the employees and percentage increase in the remuneration is as follows:

Sl. No. Name of the Directors Designation Ratio of remuneration to median remuneration of the Company % increase in the remuneration of Directors
1. Mr. Nitesh Shetty Managing Director 46 0.0%
2. Mr. L. S Vaidyanathan Executive Director 26 0.0%
3. Mr. Ashwini Kumar Executive Director 8 0.0%

Note: i. The median remuneration of Directors during the financial year was 355,776 (Rupees Three Lakhs Fifty Five Thousand Seven Hundred and Seventy Six Only) ii. The percentage increase in the remuneration for the year ended 31st March, 2019 to the Key Managerial Personnel (other than Directors) namely, Company Secretary & Chief Compliance Officer and Chief Financial Officer is 0 %. iii. The median remuneration of employees during the financial year 2018-19 was 7,22,532 (Rupees Seven Lakhs Twenty Two Thousand Five Hundred and Thirty Two Only). Hence, there is no increase in the percentage of median remuneration of employees. iv. The number of permanent employees on the rolls of the Company as on 31st March, 2019 was 90. v. Independent Directors of the Company are not being paid any remuneration apart from the sitting fee for attending the Board and the Committee Meetings.

11. Vigil Mechanism / Whistle Blower Policy

The Company has a vigil mechanism policy for its Directors and Employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the code of conduct/business ethics that provides for adequate safeguards against victimization of the director(s) and employee(s) who avail of the mechanism. None of the Directors/Employees of the Company have been denied access to the Chairman of the Audit Committee. No complaint has been received during the financial year 2018-19.

12. Corporate Social Responsibility

In view of continues losses, the Company was not required contribute towards CSR activities.

13. Internal Financial Controls

The Board of the Company is of the opinion that the Companys Internal Financial Controls were adequate and effective during the period ended as on 31st March, 2019, based on the framework of Internal Financial Controls and compliance systems established and maintained by the Company (with its inherent weaknesses), work performed by the internal, statutory and secretarial auditors including audit of Internal Financial Controls over financial reporting by the Statutory Auditors, and the reviews performed by Management and the relevant Board committees, including the Audit Committee. The Company has an established Internal Financial Control framework including internal controls over financial reporting, operating controls and anti-fraud framework. The framework is reviewed regularly by the management and tested by internal audit team and presented to the audit committee. Based on periodical testing, the framework is strengthened, from time to time, to ensure adequacy and effectiveness of Internal Financial Controls.

The Company has a proper and adequate Internal Control System to ensure that all the assets of the Company are safeguarded and protected against any loss and that all the transactions are properly authorized and recorded. Information provided to Management is reliable and timely. Company ensures adherence to all statutes.

14. Statutory Auditors

M/s Ray & Ray Chartered Accountants (Firm Registration Number: 301072E), were appointed as the Statutory Auditors of the Company for an initial term of 5 (five) consecutive years at the 10th Annual General Meeting of the Company held on 26th September, 2014 till 15th Annual General Meeting of the Company. The Board has recommended to reappointment of M/s Ray & Ray Chartered Accountants as Statutory Auditor of the Company for the second term of 5 (five) consecutive years from the 15th Annual General

Meeting of the Company to be held on 27th September, 2019 till 20th Annual General Meeting of the Company to be held in the year 2024.

There are no qualifications or adverse remarks in the Statutory Auditors Report which require any explanation from the Board of Directors of the Company. The Statutory Auditors have expressed an unmodified opinion in their Audit Report for the financial year ended 31st March, 2019.

15. Secretarial Auditor

M/s. Kedarnath & Associates, the Practicing Company Secretaries, were appointed as the Secretarial Auditors of the Company for the financial year 2018-19 by the Board of Directors of the Company. The Secretarial Audit Report for the year ended 31st March, 2019 issued by the Secretarial Auditors in accordance with the provisions of Section 204 of the Companies Act, 2013 and the rules made thereunder is annexed to this report separately as Annexure - A.

There are no qualifications or adverse remakes in the Secretarial Audit Report which requires any explanation from the Board of Directors of the Company.

16. Particulars of employees

The details of remuneration to Directors, Key Managerial Personnel and the statement of employees in receipt of remuneration exceeding the limits prescribed under Section 134 of the Companies Act, 2013 read with rules made thereunder has been provided in Annexure-B to this report.

17. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

In terms of Section 134 of the Companies Act, 2013 read with rules made thereunder, the particulars of conservation of energy, technology absorption, and foreign exchange earnings and outgo are set out in Annexure-C to this report.

18. Corporate Governance

The report on Corporate Governance and certificates from the Managing Director and from M/s. S. Kedarnath & Associates, Practicing Company Secretaries affirming the compliance with the various provisions of the Corporate Governance in terms of Regulation 27 read with Schedule V of the Securities and Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015 for the year 2018-19 forms part of the Annual Report.

19. Code of Conduct

In terms of Regulation 34 read with Schedule V of the Securities and Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, a declaration signed by Mr. Nitesh Shetty, the Chairman & Managing Director of the Company affirming compliance with the Code of Conduct by the Directors and Senior Management Personnel of the Company for the financial year 2018-19 forms part of the Corporate Governance Report.

20. Management Discussion and Analysis Report

In terms of the Securities and Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis Report is presented in a separate section of the Annual Report.

21. Extract of the Annual Return

In accordance with the provisions of Section 134 of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, the extract of the Annual Return in the prescribed format of MGT-9 for the financial year 2018-19 is provided in Annexure-D to this Report.

22. Particulars of Loans, Guarantees and Investments

Pursuant to the provisions of Section 134 of the Companies Act, 2013 the particulars of the loans, guarantees and investments made by the Company under Section 186 of the Companies Act, 2013 is detailed in the Notes to Accounts section of the Annual Audited Financial Statements.

23. Related Party Transactions

During the year under review, the Company has not entered into any contract/ arrangement/ transaction with a related party which can be considered as material in terms of the policy adopted by the Company, Section 188 of the Companies Act, 2013 and the Listing Regulations on the Related Party transactions.

The Related Party Transactions under IND-AS 24 undertaken during the financial year 2018-19 are detailed in the Notes to Accounts section of the Annual Financial Statements. The Company has also filed the Related Party transactions details as per INDAS to both the exchanges in compliance with the SEBI LODR.

24. Disclosures as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder for prevention and redressal of complaints of sexual harassment at workplace. No complaint was received by the Management during the year.

25. Risk Management Policy

The Company has formulated a comprehensive Risk Management Policy.

26. Review of Subsidiaries and Associates

Pursuant to Section 129 of the Companies Act, 2013, the consolidated financial statements of the Company and its subsidiaries and associates, prepared in accordance with the relevant Accounting Standards specified under Section 133 of the Companies Act, 2013 read with the rules made thereunder, forms part of the Annual Report.

A statement containing the salient features of the financial statements of the Companys subsidiaries is annexed to the Consolidated Financial Statement in the prescribed format of Form AOC-1.

Further, pursuant to the provisions of Section 136 of the Companies Act, 2013, the financial statements of the Company, consolidated financial statements along with the relevant documents and separate accounts in respect of subsidiaries are available on the website of the Company.

During the year the following material changes occurred relating to subsidiaries: a. Change in status Subsidiary- Nitesh Office Parks Private Limited Nitesh Office Parks Private Limited (Formerly known as Kakanad Enterprises Private Limited) (NOPPL) was a wholly owned subsidiary of the Company. In accordance with the provision of Companies (Amendment) Act, 2017, Nitesh Office Parks Private Limited had made Private Placement Offer to the Investor to raise funds for the operations and has allotted 210,000 shares to the investor on September 29, 2018.

Accordingly, the shareholding percentage of the Company in NOPPL is reduced to 19.23% and hence, NOOPL is no longer a subsidiary of the Company with effect from September 29, 2018.

b. Exit of Nitesh HUB, Pune a shopping Mall of Koregaon Park High Street Properties Private Limited (Formerly Nitesh Pune Mall Private Limited), a step down - tier II subsidiary of the Company

The Company through its Wholly Owned Subsidiary Nitesh Indiranagar Retail Private Limited has signed Share Purchase Agreements with Abbeys Realtors LLP a nominee of Ela Realty Private Limited, Group Entity - ABIL Group, headquartered at Pune, and sold its 100% holdings in step down Tier- II Subsidiary - Koregaon Park High Street Properties Private Limited to Abbeys Realtors LL P.

Hence the "Koregaon Park High Street Properties Private Limited" (Formerly Nitesh Pune Mall Private Limited) is no more a subsidiary of the Company as on March 08, 2019.

Redemption of 2350 Debentures held by Goldman Sachs Investments (Mauritius) I Limited. 2350 Secured, Listed, Non-Convertible Debentures of Rs. 10,00,000/- (Rupees Ten lakhs Each) each, aggregating to Rs. 2,35,00,00,000/- (Rupees Two Hundred and Thirty Five Crores Only) of the Companys Subsidiary - Koregaon Park High Street Properties Private Limited held by Vistra ITCL (India) Limited as the Debenture Trustee of Goldman Sachs Investments (Mauritius) I Limited, which was listed with BSE Limited, has been successfully redeemed fully on 8th day of March, 20 19.

The Company does not have any liability towards the above debentures as on date and has fully redeemed with full satisfaction of the Debenture Trustee of Goldman Sachs Investments (Mauritius) I Limited.

Material Subsidiary:

In terms of the Securities and Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Company has adopted a policy for determining material subsidiaries. The Policy as approved by the Board of Directors may be accessed on the Companys website at the link: https://nelholdings.in/investor-relations/policies-other-related-matters/Material Subsidiary Policy.

All important and pertinent investor information such as financial results, investor presentations, press releases, project updates are made available on a regular basis on the website (www. nelholdings.in) of the Company.

27. Acknowledgement:

Your Directors are pleased to place on record their sincere appreciation of the valuable assistance and co-operation extended to the Company by its Customers, Bankers, Financial Institutions, State and Central Government authorities, Service Providers, Contractors and the Shareholders for the Companys operations.

Your Directors also place on record their appreciation on the significant contributions made, and support extended, by the employees of the Company at all levels during the year.

For and on behalf of the Board of Directors
Sd/-
Place: Bengaluru Nitesh Shetty
Date: May 30, 2019 Chairman & Managing Director
DIN: 00304555