Your Directors have the pleasure of presenting their 20th ANNUAL REPORT onthe business and operations of the Company together with the Audited Statement of Accountfor the Financial Year ended on 31st March 2015.
|1. FINANCIAL RESULTS: || ||(Amount in lacs) |
|Particulars ||Year ending on 31st March 2015 ||Year ending on 31st March2014 |
|Total Income ||1353.73 ||1545.10 |
|Total Expenditure ||1295.66 ||1460.87 |
|Gross Profit/(loss) ||58.07 ||84.23 |
|Less : Depreciation ||26.77 ||21.51 |
|Provision for taxation ||1.34 ||1.82 |
|Extra Ordinary Items ||- ||- |
|Tax Expense ||10.74 ||19.94 |
|Adjustment for earlier years ||- ||- |
|Profit/(loss) After Tax ||19.22 ||40.95 |
2. OPERATIONAL REVIEW:
The Company is engaged in the business of Bread and Bakery products. Your Company isgetting excellence in developing its own products and presently such development is in thebakery related items like toast khari and biscuits under the brand name of"WOODOO" and also exploring the opportunity to enter into new territory. Thedetails of such developments will be informed to you from time to time.
To conserve the resources for the future requirement of the company your directorshave not recommended any dividend for the year.
The Company has not accepted or renewed any amount falling within the purview ofprovisions of section 73 of the Companies Act 2013 ("the act") read with theCompanies (Acceptance of Deposit) Rules 2014 during the period under review. Hence therequirement for furnishing the details of deposits which are not in compliance withchapter V of the act is not applicable.
5. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY OCCURRED BETWEEN THE ENDS OF THE FINANCIAL YEAR TO WHICH THESE FINANCIALSTATEMENTS RELATE AND THE DATE OF THE REPORT
No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year to which this financial statements relateon the date of this report.
6. SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES
The Company does not have any Subsidiary Joint venture or Associate Company.
7. ANNUAL RETURN
The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule12 of the Companies (Management and administration) Rules 2014 is furnished in Annexure"A" and is attached to this Report.
a) Statutory Auditors
M/s B. S Rajput & Associates Chartered Accountants was appointed as StatutoryAuditors for a period of 4 year(s) in the Annual General Meeting held on30th September2014. Their continuance of appointment and payment of remuneration are to be confirmed andapproved in the ensuing Annual General Meeting.
The Company has received a certificate from the above Auditors to the effect that ifthey are reappointed it would be in accordance with the provisions of Section 141 of theCompanies Act 2013.
The notes and remarks of Auditors are self-explanatory and therefore do notrequire any further clarification.
b) Cost Auditors
The Company has not appointed the Cost Auditor as pursuant to Section 148 of theCompanies Act 2013 read with the Companies (Cost Records and Audit) Amendment Rules2014 the cost audit is not applicable to the Company.
c) Secretarial Auditors
Provisions of Section 204 read with Section 134(3) of the Companies Act 2013 mandatesto obtain Secretarial Audit Report from Practicing Company Secretary. CS Gaurang ShahPracticising Company Secretary had been appointed to issue Secretarial Audit Report forthe period ended on 31st March2015.
Secretarial Audit Report issued by CS Gaurang Shah Company Secretary in Form MR-3 forthe period under review forms part of this reportattached and marked as Annexure"B" for the period under review forms part of this report. The said reportcontains observation or qualification relating to the appointment of Company Secretary andCFO.
The Board of Directors of your Company would like to explain on the said observationthat your Company took all reasonable steps to do such appointments but it failed toattract right candidates for such post. The Board of your Company has appointed Mr. Jay P.Verma as its CFO w.e.f. 30/05/2015 and continues its efforts to search right candidate forthe post of Company Secretary and will appoint the Company Secretary as soon as possible.
9. DISCLOSURE OF INTERNAL FINANCIAL CONTROLS
The Internal Financial Controls with reference to financial statements as designed andimplemented by the Company are adequate. During the period under review no material orserious observation has been received from the Internal Auditors of the Company forinefficiency or inadequacy of such controls.
10. DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL
No orders have been passed by any Regulator or Court or Tribunal which can have impacton the going concern status and the Companys operations in future.
11. PARTICULARS OF LOANS GUARANTEES OR INVESTMENT:
The company has given loans or guarantees covered under the provisions of section 186of the Companies Act 2013. The details of the loans guarantees given and investmentsmade by company are given in the financial statement of the Company (Please refer Note No.9 and 11 of the financial statements).
12. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All related party transactions which were entered into during the financial year wereon an arms length basis and in the ordinary course of business.
There are no materially significant related party transactions made by the Company withPromoters Directors Key Managerial Personnel or other designated persons which may havea potential conflict with the interest of the Company at large.
13. PARTICULARS REGARDING EMPLOYEES
The information required pursuant to Section 197 read with Rule 5 of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employeesof the Company forms part of this report as Annexure C. However as permittedin terms of Section 136 of the Act this Annual Report is being sent to all the membersand others entitled thereto excluding the said annexure. Members who are interested inobtaining these particulars may write to the Company Secretary at the Registered Office ofthe Company. The aforesaid annexure is also available for inspection by members at theRegistered Office of the Company 21 days before the 84th Annual General Meeting and uptothe date of Annual General Meeting during business hours on working days.
14. PARTICULARS OF ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNING AND OUTGO:
A. CONSUMPTION OF ENERGY & TECHNOLOGY ABSORPTION:
The details as required under Section 134 (3) (m) of the Companies Act 2013 inrespect of Conservation of Energy Technology Absorption are not applicable.
B. FOREIGN EXCHANGE EARING & OUTGO :
|Foreign Exchange Earning ||NIL |
|Foreign Exchange Outgo ||NIL |
15. DIRECTORS i. Appointment and Cessation
Mr. Arvind Thakkar (DIN: 00966889) resigned from the Board of directors of the Companyw.e.f. 17th October 2014.The Board has noted his contribution as Director ofthe Company during his tenure on the Board of the Company.
However during the year the Board again inducted him on the Board of Directors of theCompany w.e.f. 14th November 2014 as an additional director under the categoryof Independent Director.
Further Mrs. Priti Wadhwani (DIN: 03230600) has been appointed as an AdditionalDirector on 06/04/2015 who shall hold office upto the ensuring Annual General Meeting. ii.Retirement by rotation
In accordance with the provisions of section 152 of the Act and in terms of Articlesof Association of the Company Mr. Sharad Khandelwal (DIN: 03447732) retires at thisAnnual General Meeting and being eligible offer themselves for re- appointment. The Boardrecommends his reappointment. iii. Independent Directors
Mr. SANJAY MANGAL (DIN: 05355390) is the existing Independent Director. The Companyproposes to appoint him as Independent Director under Section 149 of the Companies Act2013 for a period of five consecutive years from the date of this Annual General Meeting.In accordance with the provisions of the Act none of the Independent Directors are liableto retire by rotation.
He has submitted his disclosure to the Board that he fulfills all the requirements asstipulated in Section 149(6) of the Companies Act 2013 so as to qualify himself to beappointed as Independent Director under the provisions of the Companies Act 2013 and therelevant rules. iv. Number of Board Meetings conducted during the year under review
The Company had 8 Board meetings on 30/05/2014 13/08/2014 26/08/2014 17/10/201414/11/2014 11/12/2014 13/02/2015 and 20/03/2015 during the financial year under review.
16. BOARD EVALUATION:
Pursuant to the provisions of the Companies Act 2013 and Clause 49 of the ListingAgreement the Board has carried out an evaluation of its own performance the directorsindividually as well as the evaluation of the working of its Audit Appointment &Remuneration Committees. The manner in which the evaluation has been carried out has beenexplained in the Corporate Governance Report.
17. DIRECTORS RESPONSIBILITY STATEMENT:
In terms of Section 134 (5) of the Companies Act 2013 the Board hereby submits itsresponsibility Statement:
i. In the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures;
ii. The directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that were reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit or loss of the Company for the year under review;
iii. The directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
iv. The directors had prepared the annual accounts on a going concern basis;
v. The directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively;
vi. The directors had devised proper system to ensure compliance with the provisions ofall applicable laws and that such system were adequate and operating effectively.
18. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE
The Audit Committee of Directors was re-constituted on 14.11.2014 pursuant to theprovisions of Section 177 of the Companies Act 2013. The composition of the AuditCommittee is in conformity with the provisions of the said section.
As on the date of this Report the Audit Committee comprises:-A. Mr. Arvind Thakkar B.Mr. Sanjay Mangal C. Mr. Amit Khaksa
The above composition of the Audit Committee consists of independent Directors viz.Mr. Arvind Thakkar and Mr. Sanjay Mangal who form the majority.
The scope and terms of reference of the Audit Committee have been amended in accordancewith the Act and the Listing Agreement entered into with the Stock Exchanges. During theperiod under review the Board of Directors of the Company had accepted all therecommendations of the Committee.
19. VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The Company has established vigil mechanism and framed whistle blower policy forDirectors and employees to report concerns about unethical behaviour actual or suspectedfraud or violation of Companys Code of Conduct or Ethics Policy. Whistle BlowerPolicy is disclosed on the website of the company at www.nimbusfoods.in
20. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OFTHE COMPANY
The Company does not have any Risk Management Policy as the elements of riskthreatening the Companys existence are very minimal.
21. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIALRESPONSIBILITY INITIATIVES
The Company has not developed and implemented any Corporate Social Responsibilityinitiatives as the said provisions are not applicable.
22. COMPANYS POLICY RELATING TO DIRECTORS APPOINTMENT PAYMENT OF REMUNERATIONAND DISCHARGE OF THEIR DUTIES
The Companys Policy relating to appointment of Directors payment of Managerialremuneration Directors qualifications positive attributes independence ofDirectors and other related matters as provided under Section 178(3) of the Companies Act2013 is furnished in Corporate Governance Report forming part of the Annual Report.
23. CORPORATE GOVERNANCE:
The Company has complied with the Corporate Governance requirements under the Act andas stipulated under clause 49 of the Listing Agreement. A separate section on detailedreport on the Corporate Governance practices followed by the Company under the ListingAgreement along with a certificate from M/s. B. S Rajput & Associates Auditor of theCompany confirming the compliance is part of the Annual Report.
Your Directors place on record their sincere thanks to bankers business associatesconsultants and various Government Authorities for their continued support extended toyour Companies activities during the year under review. Your Directors also acknowledgesgratefully the shareholders for their support and confidence reposed on your Company.
| ||For and on behalf of the Board |
| ||Sanjay Mangal |
|Place : Ahmedabad ||Chairman |
|Date : 14/08/2015 ||(DIN: 05355390) |