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नाइल निदेशकों की रिपोर्ट, नाइल निर्देशकों द्वारा रिपोर्ट

नाइल

बीएसई: 530129  |  NSE: N.A  |  ISIN: INE445D01013  |  Glass & Glass Products

खोजें नाइल कनेक्शन Mar 16
निदेशकों की रिपोर्ट वर्षांत : Mar '18

DIRECTORS'' REPORT

To

The Members,

Your Directors take pleasure in presenting the 34th Annual Report on the operations of your Company and the Audited Accounts for the financial year ended 31st March, 2018, together with the Auditors'' Report thereon.

Financial Results:

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

(Rs. in Lakhs)

Particulars

2017-18

2016-17

Net Sales

63,312.01

57,935.98

Other Income

110.60

93.81

Total Revenue

63,422.61

58,029.79

Profit before interest and depreciation

4,677.32

5,314.52

Less: Interest

740.71

945.55

Depreciation

387.94

341 .90

Profit before exceptional & extraordinary items and tax

3,548.67

4,027.07

Profit before Tax

3,548.67

4,027.07

Profit after Tax

2,304.72

2,632.36

Less: Other Comprehensive Income

19.25

9.09

Total Comprehensive Income

2,285.47

2,623.27

Add: Opening balance in Statement of Profit & Loss

7,757.61

5,242.73

Amount available for appropriation

10,043.09

7,866.00

Appropriations:

Transfer to General Reserve

-

-

Interim Dividend on equity shares

150.10

90.06

Dividend Distribution Tax on Interim Dividend

30.56

18.33

Surplus/(Deficit) carried to Balance Sheet

9,862.44

7,757.61

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

Dividend:

Your Directors declared and paid interim dividends for the financial year 2017-18, as per the following details:

Dividend

Date of declaration

Amount per share

Paid in

Interim Dividend

11th November, 2017

Rs 3/-

November, 2017

2nd Interim Dividend

10th February, 2018

Rs 2/-

February / March 2018

The Directors do not recommend any final dividend. Operations:

Operations of the Company''s two divisions for the year under review were as follows:

Lead Division:

This year, the Lead division recorded sales of Rs 63,263 lakhs as against Rs 57,883 lakhs in the previous year, an increase of 9.29%. However, an increase in raw material prices, coupled with a drop in international Lead prices, resulted in lower profit.

Windmills:

The entire energy generated at Ramagiri was sold to Andhra Pradesh Southern Power Distribution Company Ltd. The total revenue was Rs 49 lakhs against Rs 53 lakhs in the previous year.

Total:

The combined turnover of the Company, thus, was Rs 63,312 lakhs for the year under review, as against Rs 57,936 lakhs for the previous year.

Corporate Governance:

Your Company has complied with all provisions of Corporate Governance, as required underthe SEBI (LODR) Regulations, 2015. A report on Corporate Governance, along with the certificate on its compliance from the Auditors, forms part of this report.

Quality System:

Your Company''s certificates for Quality Systems under ISO 9001 for the Lead Division continue to be valid.

Management Discussion and Analysis Report:

A detailed discussion on the industry structure, as well as on the financial and operational performance, is contained in the ''Management Discussion and Analysis Report'' enclosed hereto, and which forms an integral part of this Report (Refer Annexure-A).

Information as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of Companies(Accounts) Rules, 2014:

A. Conservation of Energy:

As a result of the energy conservation measures undertaken, your company was able to reduce the contracted electrical demand at the Choutuppal facility by 25 %.

B. Technology Absorption:

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

C. Foreign Exchange earnings and outgo:

Total foreign exchange used and earned:

(Rs. in Lakhs)

Particulars

2017-18

2016-17

a) Foreign Exchange earnings on exports

227.09

0.00

b) Foreign Exchange used on account of:

i) Foreign Travel

4.41

3.22

ii) Professional Charges

8.97

1.36

iii) Subscription charges

4.07

3.65

iv) Others / Delegate Fees

4.16

0.09

v) CIF value of imports of raw material & others

16,297.43

17,736.59

vi) Dividend for 2017-18 / 2016-17

3.00

1.80

Directors:

Pursuant to Section 152 and other applicable provisions, if any, of the Companies Act, 2013, Sri Vuyyuru Ramesh will retire by rotation at the ensuing annual general meeting and, being eligible, offers himself for reappointment.

Sri Yeswanth Nama Venkateswwaralu was co-opted as an additional director (independent director category) of the company with effect from 1st March, 2018. An application to appoint him as a Director (independent director category) was received by the Company.

Statutory Auditors:

M/s. Gokhale & Co., Chartered Accountants, Hyderabad, were appointed as Statutory Auditors of the Company at the 32nd Annual General Meeting held on 30th September, 2016 to hold office till the conclusion of the 37th Annual General Meeting.

Number of meetings of the Board:

Details of the same are disclosed in the Corporate Governance Report.

Declaration of Independence:

All the Independent Directors have affirmed their compliance with the criteria for Independence as provided in Section 149(6) of the Companies Act, 2013.

Risk Management Policy:

The Board has adopted, and is implementing, a suitable Risk Management Policy for the company which identifies therein different elements of risk which may threaten the existence of the company.

Particulars of investments under Section 186 of the Companies Act, 2013:

Your company completely wrote off its investment in GLW Limited, and submitted the necessary documents to the Reserve Bank of India.

Deposits:

No deposits under Chapter V of the Companies Act, 2013 were accepted or renewed during the year.

Composition of Audit Committee and Vigil Mechanism/ Whistle Blower Policy:

Details of the same are disclosed in the Corporate Governance Report.

Information as required under Section 134(3)(e), Section 178(3) of the Companies Act, 2013 and Rule 8(4) of the Companies (Accounts) Rules, 2014:

Refer Annexure B

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

Refer Annexure C

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

Refer Annexure D

Extract of Annual Return (Form MGT-9) [Pursuant to Section 92(3) and Section 134(3) (a) of the Companies Act, 2013 and Rule 12 of Companies (Management and Administration) Rules, 2014]:

Refer Annexure E Evaluation:

The Board evaluated the effectiveness of its functioning, and that of the Committees and of individual Directors. The Board sought the feedback of Directors on various parameters such as:

Degree of fulfillment of key responsibilities

Clarity on the functional requirements of the Directors on the Board as well as on the Committees Co-operation between the Directors Quality and dynamics of the relationship between Management and Independent Directors.

The Chairman met each of the Directors individually, and obtained the feedback.

The Directors then discussed these inputs, and also reviewed the performance of the Directors, and the Committees as well as the Board as a whole.

There was consensus that the performances of the Directors, the Committees and the Board were entirely satisfactory. There was also satisfaction regarding the co-operation and co-ordination among the Directors.

The Directors resolved to continue to guide the Company in the path of growth, with a social conscience.

Directors'' Responsibility Statement:

Your Directors, in terms of Section 134(5) of the Companies Act, 2013, state that:

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

(b) 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 and loss of the company for that period;

(c) 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;

(d) The Directors had prepared the annual accounts on a going concern basis; and

(e) The Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(f) 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.

Industrial Relations:

The industrial relations in the Company continue to be very cordial and stable. Your Directors would like to place on record their appreciation of the dedication and commitment of all employees of your Company.

Acknowledgement:

Your Directors thank the customers, vendors, investors, as well as HDFC Bank and Kotak Mahindra Bank for their continued support during the year.

For and on behalf of the Board

Sd/-

V. Ramesh

Place

: Hyderabad

Chairman and Managing Director

Date

: 14-05-2018

DIN: 00296642

ANNEXURE TO DIRECTORS'' REPORT

ANNEXURE-A

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The management discussion and analysis report sets out developments in the business environment and the Company''s performance since the last report. The analysis supplements the Directors'' report, which forms part of this annual report.

Industry Structure and Development:

Lead and Wind Energy are the two divisions of the Company.

Pure Lead and Lead alloys are supplied to manufacturers of Lead acid batteries.

Wind energy generated is sold to Andhra Pradesh Southern Power Distribution Company Limited.

The table below shows the operational performance of the company during the financial year 2017-18, which shows a significant increase in turnover. There was, however, a drop in the profit due to the downturn in Lead prices towards the end of the financial year.

Results of our operations for the year ended 31st March (Rs. In lakhs)

Particulars

2018

%

2017

%

Net Sales

63,312.01

100.00

57,935.98

100.00

Cost of Goods sold

57,550.13

90.90

51 ,638.84

89.13

Gross Profit

5,761.88

9.10

6,297.14

10.87

Selling and Marketing expenses

420.50

0.66

451 .07

0.78

General and administration expenses

1,515.37

2.39

1 ,570.91

2.71

Operating profit before Depreciation

3,826.01

6.04

4,275.16

7.38

Depreciation and Amortization

387.94

0.61

341.90

0.59

Operating Profit

3,438.07

5.43

3,933.26

6.79

Other income

110.60

0.17

93.81

0.16

Profit before Tax

3,548.67

5.61

4,027.07

6.95

Tax expenses

1 ,243.95

1.96

1 ,394.71

2.41

Profit after Tax

2,304.72

3.64

2,632.36

4.54

Other Comprehensive Income

19.24

0.03

9.09

0.02

Total Comprehensive Income

2,285.48

3.61

2,623.27

4.52

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

There have been no significant developments on the employment and manpower front. Relevant manpower data is provided elsewhere in the document.

Banking arrangements:

Your company''s new multiple banking arrangement with Kotak Mahindra Bank Limited and HDFC Bank Limited is working satisfactorily, and has resulted in a reduction in finance costs.

Outlook:

The company''s good performance continued during the current year also. The softening of the international Lead prices in the latter part of the year impacted the profits. Profitability in the 2018-2019 financial year is expected to be more subdued in view of softening Lead prices, and increasing costs of transport, fuel, and manpower.

The demand for the company''s products is quite robust. The combined finished goods capacity of the two recycling plants, at 82,000 tons per year, will enable your company to comfortably meet this demand.

The windfarm is now in its 23rd year of operation, and the equipment will require more frequent and expensive repairs. With the steep drop in the wind power tariff, and the increasing likelihood of major breakdowns to the windmills, the windfarm is not expected to make a significant contribution to your company''s bottom line.

Your company''s investment in GLW Limited has been completely written off, and the necessary documents were submitted to the Authorized Dealer, as well as Reserve Bank of India.

The power situation in both Andhra Pradesh and Telangana continues to be comfortable, even during the summer months.

Opportunities and Threats:

There is no slackening of the demand for your company''s Lead and Lead alloys, even though the margins are under pressure.

Your company is actively looking for diversification opportunities.

Internal Control Systems and their Adequacy:

Your Company has an established system of internal controls for ensuring optimal utilization of various resources. Investment decisions involving capital expenditure are taken up only after due appraisal and review, and adequate policies have been laid down for approval and control of expenditure. Internal audit is carried out by a firm of Chartered Accountants to ensure adequacy of the internal control systems. The internal audit report is reviewed by the Audit Committee to ensure that all policies and procedures are adhered to, and all statutory obligations are complied with.

For and on behalf of the Board

Sd/-

V. Ramesh

Chairman and

Place

: Hyderabad

Managing Director

Date

: 14-05-2018

DIN: 00296642

ANNEXURE-B

Information as required under Section 134(3)(e), Section 178(3) of the Companies Act, 2013 and Rule 8(4) of the Companies (Accounts) Rules, 2014 Criteria for determining qualifications for appointment of Directors (including independent Directors):

• Persons of eminence, standing and knowledge with significant achievements in business, professions and/ or public service.

• Their financial or business literacy/skills.

• Appropriate other qualification/experience to meet the objectives of the Company, including the diversity they bring to the board.

• As per the applicable provisions of the Companies Act, 2013, Rules made there-under and the SEBI (LODR) Regulations, 2015.

The Nomination and Remuneration Committee shall have discretion to consider and fix any other criteria or norms for selection of the most suitable candidate/s.

Criteria for determining positive attributes of Directors (including independent Directors):

i. Directors are to demonstrate integrity, credibility, trustworthiness, ability to handle conflict constructively, and the willingness to address issues proactively.

ii. Actively update their knowledge and skills with the latest developments in the market conditions and applicable legal provisions.

iii. Willingness to devote sufficient time and attention to the company''s business and discharge their responsibilities.

iv. To assist in bringing independent judgment to bear on the Board''s deliberations especially on issues of strategy, performance, risk management, resources, key appointments and standards of conduct.

v. Ability to develop a good working relationship with other Board members and contribute to the Board''s working relationship with the senior management of the Company.

vi. To act within their authority, assist in protecting the legitimate interests of the Company, its shareholders and employees.

Criteria for determining Independence of Directors:

Independent Directors to meet the criteria of Independence as prescribed by the Companies Act, 2013 read with the Rules made there-under and the SEBI (LODR) Regulations, 2015, as amended from time to time.

Criteria for evaluation of performance of Directors (including Independent Directors):

i. Attendance and contribution at Board and Committee meetings.

ii. Open channels of communication with executive management and other colleagues on the Board to maintain high standards of integrity and probity.

iii. Recognize the role which he/she is expected to play to make decisions objectively and collectively in the best interest of the Company to achieve organizational successes and harmonizing the Board.

iv. His/her ability to monitorthe performance of management and satisfy himself/herself with integrity of the financial controls and systems in place by ensuring right level of contact with external stakeholders.

v. His/her contribution of enhance overall brand image of the Company.

Criteria for evaluation of performance of Board:

The process of evaluating the performance of the Board as a whole is the responsibility of the Independent Directors. The evaluation of Board performance involves review and discussion of Board effectiveness, including looking at:

i. Appropriate composition of the board with the right mix of knowledge and skills;

ii. Members of the Board meet all applicable independence requirements;

ill. Sufficient number of Board meetings, of appropriate length, being held to enable proper consideration of issues;

iv. Attention to strategy and oversight of business performance;

v. Company''s systems of control are effective for identifying material risks and reporting material violations of policies and law and the Board is provided with sufficient information about material risks and problems that affects the Company''s business and prospects;

vi. Encouragement of open communication, meaningful participation, and timely resolution of issues at the Board meetings;

vii. Board culture and relationships with management; viii. Effectiveness of the Chairman; ix. Monitoring and supervision;

x. Management of agendas, papers, meetings and minutes;

Criteria for evaluation of performance of Board Committees:

The process of evaluating the performance of the Board Committees as a whole is the responsibility of all the Directors excluding members of the relevant committee being evaluated. The performance evaluation shall be based on the following criteria:

» Performance against Committee''s terms of reference; » Performance of Chair;

* Management of agendas, papers, meetings and minutes;

» Communication with and reporting to Board;

* Relationship with management; and

* Relationship with relevant stakeholders;

Remuneration Policy: The same is disclosed in the Corporate Governance Report.

For and on behalf of the Board

Sd/-

V. Ramesh

Place

: Hyderabad

Chairman and Managing Director

Date

: 14-05-2018

DIN: 00296642

ANNEXURE-C

Disclosures pursuant to Section 197(12) and Rule 5 of the Companies (Appointment and Remuneration of Managerial

Personnel) Rules, 2014

i. The ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year:

Name of the Director

Ratio of the remuneration to the median remuneration of the employees* including whole time directors

Ratio of the remuneration to the median remuneration of the employees* excluding whole time directors

Vuyyuru Ramesh, Chairman and Managing Director

52.64

52.96

Sandeep Vuyyuru Ramesh, Executive Director

51.79

52.11

Vuyyuru Rajeswari, Director

Not Applicable

Not Applicable

S.VNarasimha Rao, Independent Director

Not Applicable

Not Applicable

V Ashok, Independent Director

Not Applicable

Not Applicable

Satish Malladi, Independent Director

Not Applicable

Not Applicable

Sridar Swamy, Independent Director

Not Applicable

Not Applicable

Suketu Shah, Independent Director

Not Applicable

Not Applicable

Yeswanth Nama Venkateswwaralu, Independent Director

Not Applicable

Not Applicable

ii. The percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary, in the financial year:

Name of the Directors and Key Managerial Personnel

Percentage increase in remuneration in the financial year

Vuyyuru Ramesh, Chairman and Managing Director

27.29

Sandeep Vuyyuru Ramesh, Executive Director

22.75

Vuyyuru Rajeswari, Director

Not Applicable

S.VNarasimha Rao, Independent Director

Not Applicable

V Ashok, Independent Director

Not Applicable

Satish Malladi, Independent Director

Not Applicable

Sridar Swamy, Independent Director

Not Applicable

Suketu Shah, Independent Director

Not Applicable

Yeswanth Nama Venkateswwaralu, Independent Director

Not Applicable

Bikram Keshari Prusty, Company Secretary

7.48

B. Seshagiri Rao, Chief Financial Officer

8.76

iii. The percentage increase in the median remuneration of employees* in the financial year: 10.77% iv. The number of permanent employees on the rolls of company: 110 (as on 31st March, 2018).

v. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration.

(Rs. In lakhs)

Particulars

Average Remuneration in 2016-17

Average Remuneration in 2017-18

Average Increase in Remuneration

% of Increase in Remuneration

Employees* other than Managerial personnel

3.33

3.79

0.46

13.75

Managerial Personnel

132.09

165.10

33.01

24.99

The increase in remuneration of the managerial personnel is due to their share in the profits of your company. * Data pertains to employees who were employed throughout the year. vi. Affirmation that the remuneration is as per the remuneration policy of the company:

It is affirmed that the remuneration paid is as per the remuneration policy of the company.

vii. Top ten employees (excluding Executive Directors in terms of remuneration drawn as prescribed under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Name

Bikram Keshari Prusty

M. Vamsi Mohan

V. Sathya Prasad

B. Seshagiri Rao

K.H.K. Srinivas

Designation

Company Secretary

GM-Purchase

GM-Projects

GM-Finance

Plant Manager

Remuneration (Rs. in Lakhs)

14.29

12.24

11.81

10.96

10.67

Nature of Employment

Permanent

Permanent

Permanent

Permanent

Permanent

Qualification

PCS, M.Com, Lib.

B.Com.

BE/MBA

B.Com.

B.Sc.

Experience

12 Years

29 Years

29 Years

34 Years

26 Years

Date of Joining

01 .09.2008

15.03.1989

16.04.2012

12.06.1987

22.08.1994

Age

44

56

60

57

49

Name

Bikram Keshari Prusty

M. Vamsi Mohan

V. Sathya Prasad

B. Seshagiri Rao

K.H.K. Srinivas

Last Employment

Ocean Park Multitech Ltd., Company Secretary

-

Jaya LPG Limited

Jyothsana Chits

Sri Ram Computers

Shareholding in the Company (Nos.)

10

9

5

7

10

Whether a relative of a Director

No

No

No

No

No

Name

T. Hemanth Kumar

Y. Kaliprasad

S. Mahesh Babu

R. Devender Rao

R. Srinivasa Rao

Designation

Senior Manager

Chief Operating Officer

Manager-Production

Plant Manager

Senior Officer-Accounts

Remuneration (Rs. in Lakhs)

9.64

9.46

8.59

8.40

6.77

Nature of Employment

Permanent

Permanent

Permanent

Permanent

Permanent

Qualification

M.Com.

B.Tech.

D.Met.Engg.

B.Tech.

M.Com.

Experience

34 Years

31 Years

24 Years

24 Years

22 Years

Date of Joining

18.03.1987

26.10.2017

19.08.1998

15.09.2008

01.12.2014

Age

55

53

46

46

44

Last Employment

Nava Bharat Felloro Alloys Ltd

De Dietrich Process Systems India Pvt. Ltd

Agravamshi Aluminium Ltd

Nava Bharat Felloro Alloys Ltd

Sulakshana Circuits

Shareholding in the Company (Nos.)

5

400

5

-

-

Whether a relative of a Director

No

No

No

No

No

viii. No employee was in receipt of remuneration more than the limit prescribed under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

For and on behalf of the Board

Sd/-

V. Ramesh

Place

: Hyderabad

Chairman and Managing Director

Date

: 14-05-2018

DIN: 00296642

ANNEXURE-D

Annual Report on Corporate Social Responsibility (CSR) activities in accordance with Rule 8 of the Companies (CSR Policy) Rules, 2014

CSR policy of the company: CSR Vision:

The company''s CSR efforts are directed towards achieving one or more of the following - enhancing environmental and natural capital; supporting rural development; promoting education; providing preventive healthcare, providing sanitation and drinking water; creating livelihoods for people, especially those from disadvantaged sections of society, in rural India;

CSR Projects, Programs and Activities:

In accordance with this policy and, activities specified under the Companies Act, 2013 and any amendments thereof, the CSR activities of the company will have the following thrust areas:

(i) Eradicating hunger, poverty and malnutrition, promoting preventive health care and sanitation and making available safe drinking water;

(ii) Promoting education, including special education and employment enhancing vocation skills especially among children, women, elderly, and the differently-abled and livelihood enhancement projects;

(iii) Promoting gender equality, empowering women, setting up homes and hostels for women and orphans; setting up old age homes, day care centers and such other facilities for senior citizens and measures for reducing inequalities faced by socially and economically backward groups;

(iv) Ensuring environmental sustainability, ecological balance, protection of flora and fauna, animal welfare, agroforestry, conservation of natural resources and maintaining quality of soil, air and water;

(v) Protection of national heritage, art and culture including restoration of buildings and sites of historical importance and works of art; setting up public libraries; promotion and development of traditional arts and handicrafts;

(vi) Measures for the benefit of armed forces veterans, war widows and their dependents;

(vii) Training to promote rural sports, nationally recognized sports, Paralympic sports and Olympic sports;

(viii) Contribution to the Prime Minister''s National Relief Fund or any other fund set up by the Central Government for socio economic development and relief and welfare of the Scheduled Castes, the Scheduled Tribes, other backward classes, minorities and women;

(ix) Contributions or funds provided to technology incubators located within academic institutions which are approved by the Central Government;

(x) Rural development projects; (xi) Slum area development;

(xii) Any other activities capturing the essence of the above mentioned areas.

The CSR policy can also be accessed at the website of the Company at www.nile limited.com.

Constitution of the CSR Committee:

The company has constituted a CSR committee of four directors.

Sri Satish Malladi, Independent Director is the Chairman of the committee, with Sri V. Ramesh, Sri Sandeep Vuyyuru Ramesh and Smt. V. Rajeswari as the other members of the committee.

Net profit of the company for the preceding 3 years:

Financial Year

Net Profit (Rs. in lakhs)

2016-17

4,287.86

2015-16

1 ,244.33

2014-15

1 ,342.39

Total

6,874.58

Average

2,291.53

Prescribed CSR Expenditure (2% of above Average Net Profits) - Rs 45.83 lakhs

Details of CSR spent during the financial year 2017-18:

• Total amount to be spent during the financial year: Rs.45.83 lakhs

• Amount unspent, if any: Rs.40.93 lakhs

• Manner in which the amount was spent during the financial year is detailed below:

(Amount in Rs.)

S. No

Sector in which the project is covered

Projects or programs (1) Local area or Other (2) Specify the State and district where projects or programs were undertaken

Amount spent on the projects or program subheads: (1) Direct expenditure on projects or programs (2) Overheads

Cumulative expenditure upto the reporting period

Amount spent direct or through implementing agency

1

Promoting education

Local area Telangana (Dist.: Yadadri)

Direct - 1 ,52,000

1 ,52,000

Direct

2

Promoting preventive health care, sanitation and safe drinking water

Local area Andhra Pradesh (Dist.: Chittoor)

Direct- 3,37,975

3,37,975

Direct

TOTAL

4,89,975

In addition to the above expenditure, your company spent Rs.27.30 lakhs on activities which can be classified as being of CSR nature.

Reasons for not spending the prescribed CSR expenditure:

Your company is actively looking for suitable projects for implementation of CSR activities. CSR Responsibility Statement:

The CSR Committee of the Board hereby confirms that the implementation and monitoring of CSR Policy is in compliance with CSR objectives and Policy of the company.

Sd/-

Sd/-

Place

: Hyderabad

V. Ramesh

Satish Malladi

Date

: 14-05-2018

Chairman and Managing Director

Chairman- CSR Committee:

DIN: 00296642

DIN: 00346720

ANNEXURE-E

FORM MGT-9 Extract of Annual Return

[Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12 of Companies (Management and Administration) Rules, 2014]:

1. Registration and other details:

i. CIN

- L27029AP1984PLC004719

ii. Registration Date

- 18th May, 1984

ill. Name of the Company

- Nile Limited

iv. Category / Sub-Category of the Company

- Company limited by shares/Indian Non-Government Company

v. Address of the Registered office

- Plot No.38 & 40, APIIC Industrial Park, Gajulamandyam Village, Renigunta Mandal, Tirupati, Chittoor District, Andhra Pradesh-517520

vi. Contact Details:

- Phone: (40) 23606641 Fax:(40) 23606640 Email:legal@nilelimited.com Web:www. nilelimited.com

vii. Whether listed company

- Yes

viii. Name, Address and Contact details of Registrar and Transfer Agent

- M/s. XL Softech Systems Ltd. #3, Sagar Society, Road No. 2, Banjara Hills, Hyderabad -500034 Phones: (40) 23545913/14/15 Fax: (40)23553214

II. Principal business activities of the company:

Business activities contributing 10 % or more of the total turnover of the company:-

s.

No.

Name and description of main product

NIC Code of the Product

% to total turnover of the company

1

Lead and Lead Alloys

27209 (Based on NIC 2004)

99.92

III. Particulars of Holding, Subsidiary and Associate Companies - None

IV. Share holding pattern (Equity Share Capital Breakup as percentage of Total Equity) Category-wise Shareholding:

Category of Shareholders

No. of Shares held at the beginning of the year

No. of Shares held at the end of the year

% Change during the year

Demat

Physical

Total

% of Total Shares

Demat

Physical

Total

% of Total Shares

A. Promoters

(1) Indian

a) Individual/ HUF

15,13,891

0

15,13,891

50.43

14,98,172

0

14,98,172

49.91

(1 .04)

b) Central Govt

0

0

0

0.00

0

0

0

0.00

0.00

c) State Govt(s)

0

0

0

0.00

0

0

0

0.00

0.00

d) Bodies Corporate

0

0

0

0.00

0

0

0

0.00

0.00

e) Banks/ FIs

0

0

0

0.00

0

0

0

0.00

0.00

f) Any Other (Family Trust)

0

0

0

0.00

15,719

0

15,719

0.52

100.00

Sub-total (A)(1):-

15,13,891

0

15,13,891

50.43

15,13,891

0

15,13,891

50.43

0.00

Category of Shareholders

No. of Shares held at the beginning of the year

No. of Shares held at the end of the year

% Change during the year

Demat

Physical

Total

% of Total Shares

Demat

Physical

Total

% of Total Shares

(2) Foreign

a) Individual/ HUF

0

0

0

0.00

0

0

0

0.00

0.00

b) Central Govt

0

0

0

0.00

0

0

0

0.00

0.00

c) State Govt(s)

0

0

0

0.00

0

0

0

0.00

0.00

d) Bodies Corporate

0

0

0

0.00

0

0

0

0.00

0.00

e) Banks/ FIs

0

0

0

0.00

0

0

0

0.00

0.00

f) Any Other

0

0

0

0.00

0

0

0

0.00

0.00

Sub-total (A)(2):-

0

0

0

0.00

0

0

0

0.00

0.00

Total shareholding of Promoter (A) = (A)(1) (A)(2)

15,13,891

0

15,13,891

50.43

15,13,891

0

15,13,891

50.43

0.00

B. Public Shareholding

1. Institutions

a) Mutual Funds

0

0

0

0.00

0

0

0

0.00

0.00

b) Banks/ FIs

0

1,100

1,100

0.04

0

0

0

0.00

(100.00)

c) Central Govt

0

0

0

0.00

0

0

0

0.00

0.00

d) State Govt(s)

0

0

0

0.00

0

0

0

0.00

0.00

e) Venture Capital Funds

0

0

0

0.00

0

0

0

0.00

0.00

f) Insurance Companies

0

0

0

0.00

0

0

0

0.00

0.00

g) Flls

0

0

0

0.00

0

0

0

0.00

0.00

h) Foreign Venture Capital Funds

0

0

0

0.00

0

0

0

0.00

0.00

i) Others (specify)

0

0

0

0.00

0

0

0

0.00

0.00

Sub-total (B)(1):-

0

1,100

1,100

0.04

0

0

0

0.00

(100.00)

2. Non-Institutions

a) Bodies Corporate

i) Indian

98,441

0

98,441

3.28

53,265

0

53,265

1.77

(45.89)

ii) Overseas

0

0

0

0.00

0

0

0

0.00

0.00

b) Individuals

i) Individual shareholders holding nominal share capital upto Rs.2 lakhs

8,45,293

1,23,123

9,68,416

32.26

9,66,364

1 ,06,343

10,72,707

35.73

10.77

ii) Individual shareholders holding nominal share capital in excess of Rs.2 lakhs*

3,12,406

60,000

3,72,406

12.40

2,33,515

60,000

2,93,515

9.78

(21.18)

c) Others

NRIs*

37,859

6,600

44,459

1.48

52,704

4,000

56,704

1.90

27.54

Clearing members

3,187

0

3,187

0.11

11,818

0

11,818

0.39

270.82

Sub-total (B)(2):-

12,97,186

1,89,723

14,86,909

49.53

13,17,666

1,70,343

14,88,009

49.57

0.07

Total Public Shareholding (B)=(B)(1) (B)(2)

12,97,186

1,90,823

14,88,009

49.57

13,17,666

1,70,343

14,88,009

49.57

0.00

C. Shares held by Custodian for GDRs & ADRs

0

0

0

0.00

0

0

0

0.00

0.00

Grand Total (A B C)

28,11,077

1,90,823

30,01,900

100.00

28,31,557

1,70,343

30,01,900

100.00

0.00

Including shareholding of one NRI Shareholder holding 60,000 shares of value more than Rs.2 lakhs. Excluding shareholding of one NRI Shareholder holding 60,000 shares of value more than Rs.2 lakhs.

(ii) Shareholding of Promoters:

s.

No.

Shareholder''s Name

Shareholding at the beginning of the year

Shareholding at the end of the year

% Change during the year

No. of Shares

% of total Shares of the company

% of Shares Pledged /encumbered to total shares

No. of Shares

% of total Shares of the company

% of Shares Pledged / encumbered to total shares

1

V. Rajeswari

8,01 ,836

26.71

-

8,01 ,836

26.71

-

0.00

2

Sandeep Vuyyuru Ramesh

4,06,928

13.56

-

4,06,928

13.56

-

0.00

3

V. Ramesh

2,89,208

9.64

-

2,89,208

9.64

-

0.00

4

V. Shilpa

15,719

0.52

-

-

-

-

(100.00)

5

Kode Swetha

200

0.00

-

200

0.00

-

0.00

6

V. Shilpa Family Trust

-

-

-

15,719

0.52

-

100.00

Total

15,13,891

50.43

-

15,13,891

50.43

-

0.00

(iii) Change in Promoters'' Shareholding:

S.

No.

Particulars

Shareholding at the beginning of the year

Cumulative Shareholding during the year

No. of shares

% of total shares of the company

No. of shares

% of total shares of the company

At the beginning of the year

15,13,891

50.43

15,13,891

50.43

Changes during the year

NIL

At the end of the year

15,13,891

50.43

(iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs), as on 31st March, 2018:

S.

No.

For each of the Top 10 Shareholders

Shareholding

Cumulative Shareholding during the year

No. of shares

% of total shares of the company

No. of shares

% of total shares of the company

1

Mohan Reddy K

At the beginning of the year

60,000

2.00

60,000

2.00

Changes during the year

Nil

At the end of the year

60,000

2.00

2

Sunitha Vemulapalli

At the beginning of the year

59,500

1.98

59,500

1.98

Changes during the year

N

Nil

At the end of the year

59,500

1.98

3

Arvind Maganlal Patel

At the beginning of the year

54,501

1.82

54,501

1.82

Changes during the year

N

Nil

At the end of the year

54,501

1.82

4

V Sarojini

At the beginning of the year

42,000

1.40

42,000

1.40

Changes during the year

Nil

At the end of the year

42,000

1.40

5

Jyothsana Akkineni

At the beginning of the year

36,900

1.23

36,900

1.23

Changes during the year

Nil

At the end of the year

36,900

1.23

6

Virendra Pal Singh

At the beginning of the year

0

0.00

0

0.00

Changes during the year

Date

Reason

02.06.2017

Acquisition

2,100

0.07

2,100

0.07

09.06.2017

Acquisition

2,500

0.08

4,600

0.15

16.06.2017

Acquisition

2,150

0.07

6,750

0.22

23.06.2017

Acquisition

950

0.03

7,700

0.26

30.06.2017

Acquisition

1,800

0.06

9,500

0.32

07.07.2017

Acquisition

2,250

0.07

11,750

0.39

14.07.2017

Acquisition

3,410

0.11

15,160

0.51

28.07.2017

Acquisition

1,340

0.04

16,500

0.55

25.08.2017

Acquisition

100

0.00

16,600

0.55

15.09.2017

Acquisition

1,150

0.04

17,750

0.59

29.09.2017

Acquisition

1,150

0.04

18,900

0.63

13.10.2017

Disposal

-900

-0.03

18,000

0.60

01.12.2017

Acquisition

250

0.01

18,250

0.61

16.03.2018

Acquisition

2,165

0.07

20,415

0.68

23.03.2018

Acquisition

85

0.00

20,500

0.68

At the end of the year

20,500

0.68

7

Akanksha Chugh

At the beginning of the year

19,031

0.63

19,031

0.63

Changes during the year

Date

Reason

30.06.2017

Acquisition

1,058

0.04

20,089

0.67

28.07.2017

Disposal

-14,000

-0.47

6,089

0.20

25.08.2017

Acquisition

25

0.00

6,114

0.20

26.01.2018

Acquisition

14,000

0.47

20,114

0.67

At the end of the year

20,114

0.67

8

Investor Education and Protection Fund Authority

At the beginning of the year Changes during the year

0

0.00

0

0.00

Date

Reason

31.10.2017

Transfer of Shares as per the IEPF(Ac-counting, Audit, Transfer and Refund) Rules, 2016

16,781

0.56

16,781

0.56

At the end of the year

16,781

0.56

9

Vishesh Kumar Chugh

At the beginning of the year

15,039

0.50

15,039

0.50

Changes during the year

Date

Reason

19.05.2017

Acquisition

500

0.02

15,539

0.52

30.06.2017

Acquisition

310

0.01

15,849

0.53

28.07.2017

Disposal

-14,000

-0.47

1,849

0.06

06.10.2017

Acquisition

264

0.01

2,113

0.07

26.01.2018

Acquisition

14,000

0.47

16,113

0.54

02.02.2018

Acquisition

100

0.00

16,213

0.54

At the end of the year

16,213

0.54

10

Ramadevi Pemmasani

At the beginning of the year

15,000

0.50

15,000

0.50

Changes during the year

Nil

At the end of the year

15,000

0.50

Note: Date of acquisition and disposal as per the Friday benpos downloaded. (v) Shareholding of Directors and Key Managerial Personnel:

S.

No.

Cumulative Shareholding Shareholding . . during the year

For each of the Directors and KMP % of total % of total No. of shares shares of the No. of shares shares of the company company

1

Sri Vuyyuru Ramesh (Chairman and Managing Director)

At the beginning of the year 2,89,208 9.63 2,89,208 9.63

Changes during the year Nil

At the end of the year 2,89,208 9.63

s.

No.

For each of the Directors and KMP

Sharesholding

Cumulative Shareholding during the year

No. of shares

% of total shares of the company

No. of shares

% of total shares of the company

2

Sri Sandeep Vuyyuru Ramesh (Executive Director)

At the beginning of the year

4,06,928

13.56

4,06,928

13.56

Changes during the year

Nil

At the end of the year

4,06,928

13.56

3

Smt. Vuyyuru Rajeswari (Director)

At the beginning of the year

8,01,836

26.71

8,01,836

26.71

Changes during the year

Nil

At the end of the year

8,01,836

26.71

4

Sri S.V. Narasimha Rao (Director)

At the beginning of the year

Nil

Changes during the year

Nil

At the end of the year

Nil

5

Sri Satish Malladi (Director)

At the beginning of the year

Nil

Changes during the year

Nil

At the end of the year

Nil

6

Sri V. Ashok (Director)

At the beginning of the year

Nil

Changes during the year

Nil

At the end of the year

Nil

7

Sri Sridar Swamy (Director)

At the beginning of the year

Nil

Changes during the year

Nil

At the end of the year

Nil

8

Sri Suketu Harish Shah (Director)

At the beginning of the year

Nil

Changes during the year

Nil

At the end of the year

Nil

9

Sri Yeswanth Nama Venkateswwaralu (Director)

At the beginning of the year

Nil

Changes during the year

Nil

At the end of the year

Nil

10

Sri Bikram Keshari Prusty (Company Secretary)

At the beginning of the year

10

0.00

10

0.00

Changes during the year

Nil

At the end of the year

10

0.00

11

Sri B. Seshagiri Rao (Chief Financial Officer)

At the beginning of the year

11

0.00

11

0.00

s.

No.

For each of the Directors and KMP

Shareholding

Cumulative Shareholding during the year

No. of shares

% of total shares of the company

No. of shares

% of total shares of the company

Changes during the year (on 05.08.2017: Sale of Shares)

-4

-0.00

7

0.00

At the end of the year

7

0.00

V. Indebtedness: Indebtedness of the Company including interest outstanding / accrued but not due for payment: (Rs. in lakhs)

Particulars

Secured Loans excluding deposits

Unsecured Loans- Sales Tax Deferment

Unsecured Loans-from Related Parties

Total Indebtedness

Indebtedness at the beginning of the financial year

i) Principal Amount

1,052.17

377.43

900.00

2,329.60

ii) Interest due but not paid

0.00

0.00

21.29

21.29

iii) Interest accrued but not due

0.00

0.00

0.00

0.00

Total (i ii iii)

1,052.17

377.43

921.29

2,350.89

Change in Indebtedness during the financial year

''Addition

0.00

0.00

350.00

350.00

* Reduction

47.05

108.17

775.00

930.22

Net Change

(47.05)

(108.17)

(425.00)

(580.22)

Indebtedness at the end of the financial year

i) Principal Amount

1,005.12

269.27

475.00

1,749.39

ii) Interest due but not paid

0.00

0.00

12.65

12.65

iii) Interest accrued but not due

0.00

0.00

0.00

0.00

Total (i ii iii)

1,005.12

269.27

487.65

1,762.04

VI. Remuneration of Directors and Key Managerial Personnel: A. Remuneration to Chairman and Managing Director, and Whole-time Director: (Rs. in lakhs)

S.

No.

Particulars of Remuneration

Name of MD/WTD

Total Amount

Sri Vuyyuru Ramesh, CMD

Sri Sandeep Vuyyuru Ramesh, ED

1

Gross salary

(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961

65.13

65.13

130.26

(b) Value of perquisites u/s 17(2) of the Income-tax Act, 1961

8.82

6.16

14.98

(c) Profits in lieu of salary under section 17(3) of the Income-tax Act, 1961

-

-

-

2

Stock Option

-

-

-

3

Sweat Equity

-

-

-

4

Commission - as % of profit - Others

92.48

92.48

184.96

5

Others, please specify

-

-

-

Total (A)

166.43

163.77

330.20

Ceiling as per the Act (5% on Net Profit)

175.81

175.81

351.62

B. Remuneration to other Directors: (Rs. in lakhs)

Fee for attending Board / Name Committee Meetings

Commission

Others

Total

(1) Independent Directors:

-

-

Sri S.V. Narasimha Rao 0.650

-

-

0.650

Sri Satish Malladi 0.675

-

-

0.675

Sri V. Ashok 0.675

-

-

0.675

Sri Sridar Swamy 0.600

-

-

0.600

Sri Suketu Shah 0.250

-

-

0.250

Sri Yeswanth Nama Venkateswwaralu NA

NA

NA

NA

Total (1) 2.850

-

-

2.850

(2) Other Non Executive Directors:

Smt. V. Rajeswari 0.350

-

-

0.350

Total (2) 0.350

-

-

0.350

TOTAL (B) 3.200

-

-

3.200

Ceiling as per the Act NA (1% on Net Profit) (Since only sitting fees is being paid)

C. Remuneration of Key Managerial Personnel other than MD/WTD:

(Rs. in lakhs)

S. No.

Particulars of Remuneration

Company Secretary

CFO

Total Amount

1

Gross salary

(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961

12.43

9.56

21.99

(b) Value of perquisites u/s 17(2) of the Income-tax Act, 1961

1.86

1.40

3.26

(c) Profits in lieu of salary under section 17(3) of the Income-tax Act, 1961

-

-

-

2

Stock Option

-

-

-

3

Sweat Equity

-

-

-

4

Commission - as % of profit -Others

-

-

-

5

Others, please specify

-

-

-

Total (C)

14.29

10.96

25.25

VII. Penalties/ Punishment/ Compounding of Offences:

Type

Section of the Companies Act

Brief Description

Details of Penalty / Punishment/ Compounding fees imposed

Authority [RD / NCLT/ COURT]

Appeal made, if any (give Details)

Penalty

None

Punishment

None

Compounding

None

Other Officers in default

Penalty

None

Punishment

None

Compounding

None

For and on behalf of the Board

Sd/-

V. Ramesh

Place : Hyderabad

Chairman and Managing Director

Date: 14-05-2018

DIN: 00296642

स्रोत: रेलीगरे टेचनोवा

न्यूज़ फ़्लैश

  • MARKET CUES : FIIs ने कैश में `915 Cr की बिकवाली की
  • MARKET CUES : DIIs ने कैश में `262 Cr की खरीदारी की
  • MARKET CUES : FIIs ने F&O में `877 Cr की खरीदारी की
  • MARKET CUES : इंडेक्स फ्यूचर्स में `63 Cr की बिकवाली की
  • MARKET CUES : इंडेक्स ऑप्शंस में `1049 Cr की खरीदारी की
  • MARKET CUES : स्टॉक फ्यूचर्स में `215 Cr की बिकवाली की
  • MACQUARIE ON ICICI BANK : Outperform रेटिंग, लक्ष्य बढ़ाकर `615/Sh
  • CITI ON TATA STEEL : SELL रेटिंग, लक्ष्य `330/Sh
  • NOMURA ON APOLLO HOSPITALS : BUY रेटिंग, लक्ष्य बढ़ाकर `1787/Sh
  • CS ON INDIGO : Outperform रेटिंग, लक्ष्य `1900/Sh

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