Dear Members,
The Directors of your Company are pleased to present the 24th
Annual Report to the Members with the Audited Financial Statements for the Financial Year
ended on 31 March 2024.
STATE OF AFFAIRS OF THE COMPANY:
The Company is public limited and listed at BSE Limited (Scrip code:
542231) and National Stock Exchange India Limited (Scrip code: NILASPACES) engaged in the
business of construction and development of projects for sale. During the year, there is
no change in the state of affairs of the company.
FINANCIAL HIGHLIGHTS:
The performance of the Company for the Financial Year 2023-24 is as
under:
Particulars |
Standalone for the year ended |
Consolidated for
the year ended |
|
31 March 2024 |
31 March 2023 |
31 March 2024 |
31 March 2023 |
Revenue from Operations |
9,071.31 |
100.67 |
9,071.36 |
101.08 |
Add: Other Income |
432.59 |
241.64 |
1,111.06 |
241.64 |
Total Income |
9,503.90 |
342.31 |
10,182.42 |
342.72 |
Less: Revenue Expenditure |
7,972.42 |
887.67 |
7,972.42 |
887.67 |
Less: Depreciation and Amortization |
121.89 |
11.21 |
121.89 |
11.21 |
Less: Finance cost |
477.05 |
0.44 |
477.05 |
0.44 |
Profit Before Share in profit of joint
ventures and associate and Tax |
932.54 |
(557.01) |
1,611.06 |
(556.60) |
Less: Current Tax |
155.13 |
0 |
155.13 |
0 |
Less: MAT Credit Entitlement |
(74.39) |
0 |
(74.39) |
0 |
Less: Reversal of excess provision for tax of
earlier Years |
0 |
0.83 |
0 |
0.83 |
Less: Deferred Tax Charges/Credit (net) |
175.02 |
(156.22) |
175.02 |
(156.22) |
Profit for the year |
676.78 |
(401.62) |
1,355.30 |
(401.21) |
Share of Profit/(Loss) of associate |
0 |
0 |
(13.04) |
(5.02) |
Net Profit |
676.78 |
(401.62) |
1,342.26 |
(406.23) |
Add: Balance Brought Forward from previous
Financial Year |
744.49 |
1,144.92 |
(81.92) |
323.11 |
Profit available for appropriation |
1421.27 |
743.30 |
1,260.34 |
(83.12) |
Add: Re-measurement gains/(losses) on defined
employee benefit plan (Net of tax) |
(2.39) |
1.19 |
(2.39) |
1.20 |
Surplus carried to Balance Sheet |
1,418.88 |
744.49 |
1,257.95 |
(81.92) |
Add: Security Premium |
5.80 |
5.80 |
5.80 |
5.80 |
Add: General Reserve |
7.90 |
7.90 |
7.90 |
7.90 |
Add: Capital Reserve |
7,607.64 |
7,607.64 |
7,547.55 |
7,547.55 |
Reserves |
9,040.22 |
8,365.83 |
8,819.20 |
7,479.33 |
Share Capital |
3,938.89 |
3,938.89 |
3,938.89 |
3,938.89 |
Earnings per share (EPS) before
exceptionalitem |
|
|
|
|
Basic |
0.17 |
(0.10) |
0.34 |
(0.10) |
Diluted |
0.17 |
(0.10) |
0.34 |
(0.10) |
EPS after exceptional item |
|
|
|
|
Basic |
0.17 |
(0.10) |
0.34 |
(0.10) |
Diluted |
0.17 |
(0.10) |
0.34 |
(0.10) |
Notes:
The above figures are extracted from the standalone and consolidated
financial statements as per Indian Accounting Standard.
Equity shares are at par value of Rs 1 per share.
CHANGE IN NATURE OF BUSINESS:
During the financial year under review, there has been no change in the
nature of business of the Company. REVIEW OF OPERATIONS AND FINANCIAL PERFORMANCE:
Your Company's primary area of operations includes construction
and development of projects for sale and to provide end to end services in the real estate
industry. Your Company has acquired development rights of 5.61 lakh sq ft built up area at
GIFT City - Gandhinagar for development and sale of residential project. Your Company is
developing a luxurious residential scheme VIDA' at GIFT City. VIDA showcases
the Future of Urban living which will be the crown jewel of residential segment of GIFT by
presenting unmatched facilities, super quality, and focusing on unparalleled architectural
design by internationally renowned firm. State of the Art SKY Park, 65000 sq. ft plus
dedicated area of amenities, twin tower connecting sky bridges makes the project unmatched
amongst others at GIFT City.
GIFT City is planned on 886 acres of land with 6.2 crore sq. ft. of BUA
which includes Office spaces, Residential apartments, Schools, Hospitals, Hotels, Clubs,
Retail and various Recreational facilities. GIFT City is an emerging global financial and
IT services hub, a first of its kind in India, designed to be at or above par with
globally benchmarked CBDs. It is India's first operational Greenfield Smart City and
supported by state-of-the-art infrastructure encompassing all basic urban infrastructure
elements along with an excellent external connectivity. Additionally, GIFT City will have
a metro station connecting it to the Ahmedabad metro network by March 2024. Companies from
Financial Services, Technology and all other services sector have started occupying the
city. GIFT City is changing the economic face of Gujarat and would keep India on the
global map as Centre of excellence in the Financial & IT/ITeS Services domain.
Your Company has also developed structure of co working office complex
at GIFT City SEZ area in collaboration with renowed player of co working office business.
The temporary structure comprises of construction of 5000 sq. mtr. area and is made
available to the Company for a period of 5 (five) years by GIFT Authority.
The detailed review of operations is given in the Management Discussion
& Analysis Report.
Revenues - Standalone and Consolidated:
Company's Revenue from Operations on a standalone basis increased
to 9,071.31 lakhs as on March 2024 from 100.67 lakhs in the previous year 31 March 2023,
at a rate of 8,910.94 %. Company's Revenue from Operations on a consolidated basis as
on 31 March 2024 increased to 9,071.31 lakhs from 101.08 lakhs in the previous year 31
March 2023, at a rate of 8,874.39 %.
Profits - Standalone:
Your Company's EBITDA on a standalone basis as on 31 March 2024
amounted to 1,098.89 lakhs ( 12.11 % of revenue from operations), as against (787.00)
lakhs ((781.76%) of revenue from operations) in the previous year 31 March 2023. Project
and Operations costs were (87.89 %) of revenue from operations for the year ended 31 March
2024 as compared to 881.76 % for the year ended 31 March 2023. The profit before tax
932.64 lakhs ( 9.81 % of Total Income), as against (557.01) lakhs ( (162.72 %) of Total
Income) in the previous year. Net profit was 676.78 lakhs ( 7.12 % of Total Income), as
against (401.62 ) lakhs ( (117.33 %) of Total Income) in the previous year.
Profits - Consolidated:
Your Company's EBIDTA on a consolidated basis amounted to Lakhs
1,098.94 ( 12.11 % of revenue from operations), as against (786.59) lakhs ( (778.19%) of
revenue from operations) in the previous year. Project and Operations costs were 87.89 %
of revenue from operations for the year ended 31 March 2024 as compared to 878.19 % for
the year ended 31 March 2023. The Profit before tax was 1,598.02 Lakhs ( 15.69 % of Total
Income), as against Loss of (561.62) lakhs (163.87%) of Total Income in the previous year.
Net profit was 1,342.26 lakhs ( 13.18 % of Total Income), as against loss of (406.23)
lakhs ( (118.53%) of Total Income) in the previous year.
Liquidity - Standalone and Consolidated:
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.
REPORT ON PERFORMANCE OF SUBSIDIARY COMPANIES
PURSUANT TO RULE 8 (1) OF THE COMPANIES (ACCOUNTS) RULES, 2014:
Your Company undertakes various businesses 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
Company's website at www.nilaspaces.com. The audited financial statements of each of
the subsidiary, associate and joint venture are available for inspection at the
Company's registered office at Ahmedabad, Gujarat, 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; in the prescribed Form AOC 1 is annexed to this report as
Annexure A.
COMPANIES WHICH HAVE BECOME OR CEASED TO BE
SUBSIDIARIES, ASSOCIATES OR JOINT VENTURES DURING THE YEAR: -
During the year under review there is no change in status of
Subsidiaries, Associates or Joint Ventures of your Company except that Nila Projects LLP
ceased to be the Joint Venture w.e.f 30 December 2023.
AMOUNT TO BE TRANSFERRED TO GENERAL RESERVES:
The Company has transferred entire amount of profit made during the
year to the General Reserve.
DIVIDEND:
As a matter of sound accounting practice and management philosophy,
your Directors are of the opinion to make sound economic base for the Company and in order
to conserve the resources; do not recommend any dividend for the year under review.
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 under review following changes in the Board of
Directors and KMP of the Company occurred.
Mr. Deep S Vadodaria and Mr. Prashant H Sarkhedi were appointed
as Whole Time Directors for a term of 3 years with effect from 13 May 2023, liable to
retire by rotation. Mr. Prashant H. Sarkhedi has also been appointed as Chief Financial
Officer of the Company w.e.f 13 May 2023.
Further, upon change in terms of appointment Mr. Anand B PateL
is re-designated as Non-Executive Director of the Company w.e.f 13 May 2023, liable to
retire by rotation.
Ms. Rajal B Mehta was appointed as Non-Executive Independent
Director of the Company for a second term of 5 years with effect from 19 July 2023.
Mr. Jasvinder Rana ceased to be director of the Company upon
sudden and sad demise on 24 July 2023.
Mr. Amit Chokshi was appointed as Non-Executive Independent
Director on 21 August 2023.
Mrs. Kruti Manan Shah was appointed as Non-Executive Independent
Director on 26 August 2023.
As per the provisions of Section 203 of the Companies Act, 2013,
Mr. Prashant H Sarkhedi and Mr. Deep S. Vadodaria being appointed as Whole Time Director
and Ms. Gopi V Dave - Company Secretary are the Key Managerial Personnel of the Company.
Pursuant to Section 152 of the Companies Act, 2013, Mr. Deep S.
Vadodaria (DIN: 01284293) 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, rational, justification and performance evaluation report, in
terms of applicable Secretarial Standard on General Meeting (SS-2), for the re-appointment
of Directors are 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.
Statement regarding opinion of the Board with
regard to appointment of Independent Director during the year:
In the opinion of the Board, the Independent Directors possess highest
level of integrity, rich experience and requisite expertise in reLevant area. With regard
to proficiency, Mr. Amit Chokshi and Mrs. Kruti Manan Shah shaLL cLear the onLine
proficiency seLf-assessment test in due course. ALL other Independent Directors have
cLeared the test in due course of time.
Declaration given by Independent Director:
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 that there has been no change in the circumstances which may affect
their status as an Independent Director and the same has been noted by the Board. The
Independent Directors have complied with the Code for Independent Directors prescribed in
Schedule IV to the Companies Act, 2013.
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 07 February 2024 without presence of
other Directors and management, the Independent Directors had, based on various criteria,
evaluated performance of the Chairman and 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 6 (Six) Board Meetings, 4 (Four) Audit
Committee Meetings, 3 (Three) Nomination and Remuneration Committee Meeting and 1 (One)
Stakeholder Relationship Committee Meeting 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 Director's 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) The Directors have laid down an adequate system of internal
financial controls to be followed by the Company and such internal financial controls are
adequate and operating efficiently; 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 FRAUDS:
During the year under review there was no instance of any fraud
reported by any auditor to the audit committee or the board.
ALTERATION OF MEMORANDUM AND ARTICLE OF
ASSOCIATION:
During the year under review, there has been no change in the clauses
of Memorandum of Association and Articles of Association of the 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
There is no unclaimed or unpaid amount of dividend with the Company.
The corresponding equity shares of the Company issued and allotted
pursuant to the scheme of demerger to the shareholders of Nila Infrastructures Limited;
whose equity shares of Nila Infrastructures Limited have been, in accordance with Section
124 of the Companies Act, 2013 and rules made there under transferred to and lying with
the IEPF authority; have also been credited to the designated IEPF account of the
Government.
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 given in annexure, which is attached hereto and forms part of
the Directors' report.
STATUTORY AUDITORS AND AUDITORS' REPORT:
M/s. Dhirubhai Shah & Co. LLP, Chartered Accountants (FRN:
102511W/W100298) were appointed at the 19th Annual General Meeting held on 27 September
2019 as Statutory Auditors of the Company to hold the office till the conclusion of 24th
Annual General Meeting of the Company. The term of the statutory auditors is expiring at
the ensuing AGM and therefore a resolution proposing reappointment for second term of five
years is proposed to the shareholders.
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. Dhirubhai Shah & Co. LLP.
COST AUDIT:
As per the requirement of the Section 148 of the Act read with the
Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, the Company
maintains Cost Records, however, appointment of cost auditor and cost audit is not
applicable to your Company for the year under review.
SECRETARIAL AUDITOR'S 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 2023-24. The report of the Secretarial Auditor is annexed herewith as
Annexure C. The report of the secretarial auditor is self-explanatory and
confirming compliance by the Company of all the provisions of applicable corporate laws.
Pursuant to the SEBI circular dated 8 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
Board's Report.
VIGIL MECHANISAM (WHISTLE BLOWER POLICY):
The company has established Vigil Mechanism (Whistle Blower Policy) in
accordance 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
Company's 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 Company's
website at www.nilaspaces.com under investor segment. There has been no complaint received
to the Company during the year under review under Vigil Mechanism.
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
compliant 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 nor any compliant is pending at the end of the year.
MONITORING AND 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 Company's website at www. nilaspaces.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.
The audit committee on yearly basis review the compliances made under the regulation as
well as the effectiveness of the internal control system to monitor and prevent insider
trading. The Company has developed and implemented a digital database to record all
unpublished price sensitive information as required under SEBI PIT Regulations.
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 equipment 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.
RISK MANAGEMENT POLICY:
The Risk Management Policy of rour company comprises to identify
various risks associated with the business activities of the Company and 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. Various risks and
mitigating remedies are more specifically discussed in MDA report as a part of the board
report.
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 6 forming part of the financial statements of the Company for the
financial year 2023-24. Details of loans given to other persons covered under Section 186
of the Companies Act, 2013 are given in the Note No 7 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 arm's
length basis. There is no material significant related party transaction made by the
Company with its Directors, Promoters, Key Managerial Personnel or their relative in terms
of Section 188 of the Companies Act 2013 and rules made thereunder. All Related Party
Transactions are placed before the audit committee / Board, as applicable, for their
approval. Omnibus approval is taken for the transactions which are of 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. The disclosures of related party transactions as required under Section
134(3) (h) of the Companies Act, 2013 in Form AOC-2 is enclosed as Annexure D.
The policy on related party transactions as approved by the Board is
available on the website of the company www.nilaspaces.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 (Listing Obligations Disclosure Requirements)
Regulations 2015 as amended is given in Note No 30 of the Notes to the Financial
Statements.
INTERNAL AUDIT AND 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 M/s M P
Doshi & Associates.
CORPORATE SOCIAL RESPONSIBILITY (CSR):
The provision of the Corporate Social Responsibility as laid down under
Section 135 of the Companies Act, 2013 were not attracted by the company during the
financial year 2023-24. Therefore, no corporate social activities were required to be
undertaken.
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 said policy is also available at the
website of the company at www.nilaspaces.com under the investor segment.
MATERIAL CHANGES:
No material change has taken place after 31 March 2024 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
PARTICULARS OF EMPLOYEES:
The information as required pursuant to Section 197(12) of the
Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company,
will be provided upon request. In terms of the provisions of Section 136(1) of the
Companies Act, 2013, the annual report and accounts are being sent to the members and
others entitled thereto, excluding the information on employees' particulars which is
available for inspection by the members at the registered office of the company during
business hours on any working day of the Company up to the date of ensuing Annual General
Meeting. If any member is interested in obtaining a copy thereof, such member may write to
the Company Secretary in this regard. Disclosure pertaining to remuneration and other
details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1)
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are
given in the Annexure B to this report.
COMPLIANCE WITH REVISED SECRETARIAL STANDARDS:
The Company has complied with applicable mandatory Secretarial
Standards issued by the Institute of Company Secretaries of India.
COMPLIANCE WITH INDIAN ACCOUNTING STANDARDS (IND
AS):
In the preparation of the financial statements, the Company has
followed the accounting policies and practices as prescribed in the Accounting Standards
IND AS.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED
BY THE REGULATORS OR COURT OR TRIBUNALS:
There is no significant and material order passed by any regulator or
court or tribunal during the year under review.
DETAILS OF APPLICATION MADE OR PROCEEDINGS PENDING
UNDER INSOLVENCY AND BANKRUPTCY CODE 2016:
During the year under review, there were no applications made or
proceedings pending in the name of the Company under the Insolvency Bankruptcy Code 2016.
DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON
ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL
INSTITUTIONS:
During year under review, there has been no one time settlement of
loans taken from Banks and Financial Institutions.
ANNUAL RETURN:
Pursuant to Section 134(3)(a) and Section 92(3) of the Companies Act,
2013 read with rule 12(1) of the Companies (Management and Administration) Rules, 2014, a
copy of the Annual Return is placed on the website of the Company and can be accessed at
www.nilaspaces.com under investor segment.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:
Your Company does not fall within the Top 1000 Companies by market
capitalization at the stock exchanges i.e BSE Limited and National Stock Exchange of India
Ltd. during the financial year 2023-24 and previous financial year 2022-23 and therefore
in terms of SEBI Circular dated 10 May 2021; the requirement of filing and publishing
Business Responsibility and Sustainability Report is not applicable to your Company.
Your Company however acknowledges importance of ESG compliances &
practices and has voluntarily start implementing various policies pertaining to business
responsibility and sustainability. The Company through its internal team and outside
experts working on implementing and institutionalizing the sustainability within the eco
system of all projects and businesses.
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
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 cooperation 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 Company's 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. Your Directors would like to express
their thanks to the Government of India for their efforts put in place to curb the
pandemic and support the economy of the nation.
Place: Ahmedabad |
For and on behalf of the |
Date: 09 May 2024 |
Board of Directors of Nila Spaces Limited |
|
Deep S. Vadodaria |
|
Chairman |
|
DIN: 01284293 |