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Nimbus Projects Ltd.

BSE: 511714 Sector: Infrastructure
NSE: N.A. ISIN Code: INE875B01015
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OPEN 90.05
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VOLUME 5
52-Week high 90.05
52-Week low 33.85
P/E
Mkt Cap.(Rs cr) 67
Buy Price 0.00
Buy Qty 0.00
Sell Price 90.05
Sell Qty 70.00

Nimbus Projects Ltd. (NIMBUSPROJ) - Director Report

Company director report

To

The Members

Nimbus Projects Limited

Your Directors have pleasure in presenting this 23rd (Twenty Third) AnnualReport on the business and operations together with the Audited Financial Statements ofthe Company for the Financial Year ended 31st March 2016.

1. PERFORMANCE OF THE COMPANY:

The financial results of the Company for the year ended 31st March 2016 aresummarized below for your consideration.

Standalone

Consolidated
Particulars For the Year Ended 31.03.2016 For the Year Ended 31.03.2015 For the Year Ended 31.03.2016
(in Rs.) (in Rs.) (in Rs.)
Total Income 84054037 212378932 84054037
Profit/(loss) before Interest Depreciation & Tax (EBITDA) (30798917) 16969630 (30798917)
Finance Charges 11316774 408674 11316774
Depreciation 6319483 8537897 6319483
Provision for Income Tax(including for earlier years) 1198836 6485913 1198836
Net Profit/(Loss) After Tax (49634010) 1537146 (49634010)
Share of Profit / (loss) of Associates - - 1061702
Profit/(Loss) brought forward from previous year 74485341 73163344 74485341
Amount Available for appropriation NIL NIL NIL
Less: Preference Dividend NIL NIL NIL
Corporate Dividend Tax NIL NIL NIL
Adjustment for accumulated depreciation NIL (215149) NIL
Adjustment for Share of Post acquisition accumulated Profits/Reserves NIL NIL 4625315
Profit/(Loss) carried to Balance Sheet 24851331 74485341 30538347

*previous year figures have been regrouped/rearranged wherever necessary.

2. RESULTS OF OPERATIONS AND STATE OF COMPANY'S AFFAIRS

During the financial year under review your Company's revenue from operations is Rs.840.54 Lakh compared to Rs. 2123.79 Lakh in last year a decrease of 60.42%. Loss beforetax is Rs. 484.35 Lakh compared to Profit of Rs. 80.23 Lakh in last year a decrease of703.70% over the last year. Loss after tax is Rs.496.34 Lakh compared to Profit of Rs.15.37 Lakh in last year registering a decrease of 3329.28% over the last year.

All the above said decrease in profit before and after tax is due to loss inpartnership firm as all the projects developing in joint venture are under progress.Company will complete the same in next two year and as a result profit will be generatedand financial position & ratios will be improved.

BUSINESS

The Company is engaged in Real Estate business construction of Group housing Societiesin the National Capital Region (NCR).

Apart from constructing its own project the Company is also engaged in construction ofresidential flats through Special Purpose Vehicles (SPVs) and these SPVs have beenallotted plots of land on long term lease under Builders Residential Scheme (BRS) of theNew Okhala Industrial Development Authority (NOIDA) and Yamuna Expressway Authority (YEA).The total lease hold area allotted to the Company alongwith SPVs is around 265000 sq.meters and the projects are under various stages of construction.

Projects developed by the Company:-

EXPRESS PARK VIEW I: The Company is pleased to deliver its very first projectnamely "Express Park View" situated at Plot 10B Sector CHI V Greater Noida.Flats are being delivered to the allottees and the process of execution of sub-Lease Deedin favour of the allottees has been started and till 31st March 2016 Companyhas executed 259 Sub-Lease deeds in favour of the respective allottees. This Projectconsists of 332 flats in totality out of which the Company has sold out 310 flats as on31st March 2016.

Being a first project your Company is extra vigilant for the process of delivery andensuring to comply with the complete legal formalities thereby safeguarding and protectingthe best interest of the end users.

Other Projects being developed by the Company alongwith SPVs:

THE HYDE PARK - Close vicinity with proposed Metro station Express way shoppingcomplexes Educational hub & hospital are the major highlights of the project- TheHyde Park. Noida and is adjoining a large cluster of premium Housing Projects on one sideand green area on the other side. The lease hold area allotted to the project is around60348.53 Sq.mt. and is situated at Sector 78 Noida. Project consists of approx. 2044flats in total. It is scheduled to be completed in two phases. Construction of 17 Towersin Phase-I is complete Firm has received Completion certificate for these SeventeenTowers from the NOIDA and the possession of flats is in full swing. Till March 2016 about822 allottees have taken the physical possession of their flats. Also the process ofSub-Registration of flats will start effectively from June 2016.

THE GOLDEN PALMS - IT corridor malls and Golf course are the major highlights ofthe project - Golden Palms Noida. Living at Golden Palms is full of luxurious amenitieswith plush lifestyle surrounded by 80% greenery with variety of palms flowers hedges andground cover. The lease hold area allotted to the project is around 39999.76 Sq.mt. and issituated at Plot No - GH - 01/E Sector 168 Noida. Project consists of approx. 1408 flatsof varying sizes including Studio Apartments. Possession of flats will be started fromAugust 2016 in phased manner as Completion Certificate for seven Towers is sanctioned bythe NOIDA in July 2016.

EXPRESS PARK VIEW II - Carved with innovation Situated at unmatched location andwell connected to Yamuna Expressway are the major highlights of the project - EPV IIGreater Noida. The lease hold area allotted to the project is around 52493.16 Sq.mt. andis situated at Plot No - 10C Sector CHI V Greater Noida right on the Expressway. Projectconsists of approx. 1700 flats of varying sizes. Possession of flats shall be started fromDecember 2016 in phased manner.

GOLDEN PALM VILLAGE: This plot of land has been purchased by the Company jointlywith IITL Projects Limited and Assotech Limited for construction of residential flats. Theconstruction work was planned but due to slow market sentiments it was kept on hold.Further discussions with the consultants are being held to launch the project with somenew vision as per the current market scenario.

3. DIVIDEND AND RESERVES

In view of the losses in the Company the Board of Directors has decided not torecommend any dividend for the financial year ended March 31 2016. Since no dividend wasrecommended therefore no amounts were required to be transferred to reserves.

Your Company did not have any funds lying unpaid or unclaimed for a period of 7 (seven)years. Therefore there were no funds which were required to be transferred to InvestorEducation and Protection Fund (IEPF).

Pursuant to the provisions of the Investor Education and Protection Fund (uploading ofinformation regarding unpaid and unclaimed amounts lying with Companies) Rules 2012 theCompany was not required to file any form with the Ministry of Corporate Affairs.

4. SHARE CAPITAL

The paid-up Equity Share Capital of the Company as on March 31 2016 stood Rs.74380000 comprising 7438000 Equity shares of Rs. 10/- each fully paid - up. The paid- up Preference Share Capital of the Company as on March 31 2016 was Rs. 200000000consisting of 20000000 8% Non-Cumulative Non-Convertible Non-ParticipatingCompulsory Redeemable preference Shares of Rs.10/- each fully paid-up.

During the period under review there was no change in the Share Capital of theCompany.

During the year under review the Company has neither issued shares with DifferentialVoting Rights nor granted Stock Options nor Sweat Equity.

However your company has obtained no-objection letter from all its existing preferenceshareholders for variation in terms and condition of outstanding 20000000 8%Non-Cumulative Non-Convertible Non-Participating Compulsory Redeemable Preference Sharesof Rs. 10/- each. Thereafter the Company has obtained the approval of its Equityshareholders through postal ballot.

The New terms & Conditions are as follows:

8% Non-Cumulative Non-Convertible Non-Participating Compulsory Redeemable PreferenceShares of Rs. 10/

- each (at a premium of Rs. 40/- on each Preference Share) to be redeemed after 15years at a premium of Rs. 100/

- on each Preference Share but which may be redeemed at the option of the Company atany time after 5 years at a fixed premium of Rs. 40/- on each Preference Share and anadditional premium @ Rs. 4/- per year till these Preference Shares are redeemed. Theseshares carry no voting rights and the said shares are Non-convertible into equity shares.

5. DIRECTORS & KEY MANAGERIAL PERSONNEL

Details of Directors or Key Managerial Personnel who were appointed or resigned duringthe year are as follows:-

A. DIRECTORS RESIGNATION

During the period under review Mr. Mukesh Gupta had resigned from the directorship ofthe Company w.e.f 10th August 2015.

APPOINTMENT

Mr. Debashis Nanda (DIN: 00150456) has been appointed as an Additional IndependentDirector of the Company by the Board at its meeting held on 12th August 2016and he will hold office upto the date of the ensuing Annual General Meeting. The Companyhas received requisite notice in writing from a Member of the Company proposing hiscandidature for the appointment as Non - Executive Independent Director of the Company forwhich Mr. Nanda has furnished his willingness and declaration of his independence. TheBoard hereby recommends his appointment to the shareholders as a Non-Executive IndependentDirector for a period of five years.

RE-APPOINTMENT OF DIRECTOR RETIRING BY ROTATION

In accordance with the provisions of Section 152 the Companies Act 2013 and theArticle of Association of the Company read with Companies (Appointment and Qualificationof Directors) Rules 2014 Mr. Bipin Agarwal (DIN: 00001276) retires by rotation at theensuing Annual General Meeting and being eligible offers himself for re-appointment. TheBoard recommends his re-appointment.

Brief resume and other details relating to the directors who are to be appointed/re-appointed as stipulated under Regulation 36(3) of the SEBI (LODR) Regulations 2015 andSecretarial Standards issued by ICSI are furnished in the Notice of Annual GeneralMeeting forming part of the Annual Report.

B. KEY MANAGERIAL PERSONNEL

During the year under review the Company has following personnel as KMPs as per thedefinition under Section 2(51) and Section 203 of the Act.

S.No. Name Designation
1. Mr. Bipin Agarwal* Managing Director
2. Mr. Swatantra Kumar Sethi** Company Secretary
3. Mr. Jitendra Kumar Chief Financial Officer
4. Mr. Lalit Agarwal*** Whole-Time Director & Company Secretary

*Mr. Bipin Agarwal (DIN: 00001276) have been re - appointed as Managing Director for aperiod of 3 (Three) years w.e.f. 31st August 2016 subject to the approval of Shareholdersin the ensuing Annual General Meeting.

**Mr. Swatantra Kumar Sethi Company Secretary & Compliance Officer has resignedfrom the Company w.e.f. 19th August 2015.

***Mr. Lalit Agarwal has been re - designated as Whole Time Director & CompanySecretary of the Company under Section 203 of the Companies Act 2013 w.e.f. 9th November2015.

6. CHANGE IN THE NATURE OF BUSINESS IF ANY

There has been no change in the nature of business during the period under review.

7. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY

There has been no material Changes and Commitments affecting the financial position ofthe company which have occurred between the end of the financial year of the company towhich the financial statements relate and the date of the report.

8. LISTING OF SHARES

The Company's equity shares are listed with The Bombay Stock Exchange Limited. Theannual listing fees for the year 2016-2017 have been paid to stock Exchange.

Pursuant to the requirements of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 during year under review the company executed freshlisting agreements with The Bombay Stock Exchange Limited.

9. PUBLIC DEPOSITS

During the year under review your Company has not accepted any deposits from public interms of provisions of Section 73 of the Companies Act 2013 read with the Companies(Acceptance of Deposits) Rules 2014.

10. INSURANCE

The Company's properties including building plant and machinery stocks stores etc.have been adequately insured against major risks like fire earthquake terrorism andburglary etc.

11. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

Particulars of Loans Guarantees or Investments covered under the provisions ofSection 186 of the Companies Act 2013 read with Companies (Meetings of the Board and itsPower) Rules 2014 are given in the Financial Statements of the Company (please refer toNote Nos. 2.11 for investment & 2.26 for Guarantee of the standalone financialStatements).

12. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS

During the year under review there have been no significant and material orders passedby any regulators/ courts/tribunals that could impact the going concern status and theCompany's operations in future.

For the purpose of information your company had paid a penalty of Rs. 255793/-(Rupees Two Lakh Fifty Five Thousand Seven Hundred Ninety Three only) on 30th July 2015under Clause 41 of the Listing Agreement regarding non submission of audited financialresults for the quarter / year ended 31st March 2015. The said penalty was neithermaterial / significant nor had any impact on the operations of the Company.

13. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the period under review all contracts or arrangements entered into by theCompany with its Related Parties were at arm's length and in the ordinary course ofbusiness.

The policy on Related Party Transactions as approved by the Board has been displayed onthe Company's website at the link - http://www.nimbusprojectsltd.com/pdf/RPT Policy.pdf

Pursuant to Section 134 of the Companies Act 2013 read with Rule 8(2) of the Companies(Accounts) Rules 2014 the particulars of such transactions are provided in Form AOC-2which is annexed herewith as "Annexure-I" to this report. Related Partydisclosures as per AS-18 have been provided in Note No. 2.28 to the financial statement.

14. RISK MANAGEMENT POLICY

TheCompany has a risk management framework comprising risk governance structure anddefined risk management processes. The risk governance structure of the Company is aformal organization structure with defined roles and responsibilities for risk management.

The processes and practices of risk management of the Company encompass riskidentification classification and evaluation. The Company identifies all strategicoperational and financial risks that the Company faces by assessing and analyzing thelatest trends in risk information available internally and externally and using the sameto plan for risk management activities.

The main objective of the policy is to ensure sustainable business growth withstability and to promote a proactive approach in reporting evaluating and resolving risksassociated with the business. In order to achieve the key objective the policyestablishes a structured and disciplined approach to Risk Management in order to guidedecision on risk related issues.

The Board has formulated policy on Risk Management and the same may be accessed at theweb-link http:/ /www.nimbusproiectsltd.com/pdf/Policies/Risk%20Management%20Policy.pdf

15. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company has established a "Vigil Mechanism" for its Employees andDirectors enabling them to report any concerns of unethical behaviour suspected fraud orviolation of the Company's code of conduct.

To this effect the Board has adopted a "Whistle Blower Policy" which isoverseen by the Audit Committee. The policy provides safeguards against victimization ofthe whistle blower. Employees and other shareholders have direct access to the Chairman ofthe Audit Committee for lodging concern if any for review.

The Board has formulated policy on Whistle Blower and the same may be accessed at theweb-link http://www.nimbusproiectsltd.com/pdf/VIGIL%20MECHANISM%20%20WHISTLE%20BLQWER%20P0LICY.pdf

16. STATUTORY DISCLOSURES

None of the Directors of your Company is disqualified as per the provision of Section164(2) of the Act. The Directors of the Company have made necessary discolours asrequired under various provisions of the Act and the SEBI LODR Regulations.

17. HUMAN RESOURCES

Employees are our vital and most valuable assets. We have created a favorable workenvironment that encourages innovation and meritocracy. It is important for us thatorganization culture and organization strategy are well aligned. Over a period we havedeveloped a strong culture of transparency through constant employee communication andhave developed strong performance management practices wherein best in class reward andrecognition systems are deployed. We have also set up a scalable recruitment and humanresources management process which enables us to attract and retain high caliberemployees. Our employee partnership ethos reflects the Company's longstanding businessprinciples and drives the Company's overall performance with the prime focus to identifyassess groom and build leadership potential for future.

18. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

Even though operations of the Company are not energy intensive the management has beenhighly conscious of the importance of conservation of energy and technology absorption atall operational levels and efforts are made in this direction on a continuous basis. Inview of the nature of activities which are being carried on by the Company theparticulars as prescribed under Section 134(3)(m) of the Act read with rule 8 of theCompanies (Accounts) Rules 2014 regarding Conservation of Energy and TechnologyAbsorption are not applicable to the Company and hence have not been provided.

19. FOREIGN EXCHANGE EARNINGS AND OUTGO

There has been no foreign exchange inflow during the year under review. However thereis a foreign exchange outflow amounting to Rs. 346926/- (Rupees Three Lakh Forty SixThousand Nine Hundred Twenty Six only) during the year.

20. REMUNERATION DETAILS OF DIRECTORS KEY MANAGERIAL PERSONNEL AND EMPLOYEES

Details of the remuneration of Directors Key Managerial Personnel and Employees interms of section 197(12) read with Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is provided in Annexure- II to this report.

In terms of the provisions of Section 197(12) of the Companies Act 2013 read with Rule5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014no employee of the Company employed throughout the year that was in receipt ofremuneration of rupees one crore and two lacs or more. Further during the year underreview there was no employee of the Company employed for a part of year who was inreceipt of remuneration of rupees eight lacs and fifty thousand or more per month.Further there were no employee(s) in the Company who was in excess of the remunerationdrawn by the Managing Director during the financial year 2015-16 and holds by himself oralong with his spouse and dependent children not less than 2% of the equity shares of theCompany.

Furthermore the list of top ten employees in terms of remuneration had drawn duringthe financial year 2015-16 in annexed with the report as Annexure- III.

21. NUMBER OF MEETINGS OF THE BOARD

During the year under review 5 (Five) Board meetings were held with the gap betweenMeetings not exceeding the period prescribed under Act. The details of the board ofdirectors' including its composition and attendance of each director are given in theCorporate Governance Report.

22. COMMITTEES OF BOARD

(i) AUDIT COMMITTEE

In terms of section 177 of the Companies Act 2013 and Regulation 18 of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 Your Company has inplace Audit Committee of Board of Directors comprising Mr. Surinder Singh Chawla(Independent Director) - Chairman Mr. Lalit Agarwal (Executive Non- Independent Director)-Member Mr. Partap Singh Negi (Independent Director) - Member and Ms. Anu Rai(Independent Director) - Member.

The details of meetings with attendance thereof and terms of reference of AuditCommittee have been provided in the Corporate Governance Report which forms part of thisreport.

(ii) STAKEHOLDERS RELATIONSHIP COMMITTEE

The Company has also formed Stakeholders Relationship Committee in compliance to theCompanies Act 2013 & SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015. The details about the composition of the said committee of the Board ofDirectors alongwith attendance thereof has been provided in the Corporate GovernanceReport forming part of this report.

(iii) NOMINATION AND REMUNERATION COMMITTEE

In terms of Section 178 of the Companies Act 2013 ('Act') read with Companies(Meetings of the Board and its Power) Rules 2014 and Regulation 19 of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 your Company has in place dulyconstituted Nomination and Remuneration Committee. The details of the composition of thecommittee along with other details are available in the Corporate Governance which isforming part of this Annual Report.

The details of the Remuneration Policy are given as 'Annexure-IV' forming partof this Report.

It is hereby affirmed that the Remuneration paid is as per the Remuneration Policy ofthe Company.

23. AUDITORS AND AUDITORS' REPORT

i) AUDITORS

During the period under review M/s. Anil Prahalad & Co. Chartered Accountantswere acting as Statutory Auditors who had audited the financials of the company for theyear 2015-16. However during the current fiscal year M/s. Anil Prahalad & Co.Chartered Accountants resigned as such and the Board of Directors at its meeting held on28th May 2016 appointed M/s. Oswal Sunil & Co. Chartered Accountants(FRN: 016520N) to fill the casual vacancy and they will hold the office till this AnnualGeneral Meeting.

Being eligible M/s. Oswal Sunil & Co. Chartered Accountants (FRN: 016520N) haveshown their willingness to be appointed as Auditors of the Company for a period of fiveyears subject to the approval of Shareholders at the ensuing Annual General Meeting.

ii) AUDITORS' REPORT

Auditors' Report does not have qualification or adverse remarks. Further the reportread together with the notes on Accounts are self - explanatory and therefore in theopinion of the Directors do not call for any further explanation.

iii) DETAILS OF FRAUD REPORTABLE BY STATUTORY AUDITOR TO BOARD

On the basis of the confirmations reported to the Board in this regard there were noinstances of fraud misfeasance or irregularity detected and reported in the Companyduring the financial year 2015-16 by Statutory Auditors of the Company pursuant to Section143 (12) of the Companies Act 2013.

iv) SECRETARIAL AUDITORS

As per provisions of Section 204 of the Act the Board of Directors of the Company hasappointed Mr. Kapil Dev Vashisth Practicing Company Secretary (CP No.5458) to conductSecretarial Audit for the FY 2015 - 16. The Secretarial Audit Report for the FinancialYear ended 31st March 2016 is annexed herewith marked as "Annexure- V"to this Report. The Secretarial Audit Report does not contain any qualificationreservation adverse remark or disclaimer and hence no explanation is required thereon.

v) INTERNAL AUDITORS

The Board of Directors of your Company has re-appointed M/s. Goyal Tarun &Associates Chartered Accountants (FRN:-026112N) as the Internal Auditors of the Companypursuant to the provisions of Section 138 of the Companies Act 2013 for Financial Year2016-2017.

During the year the Company continued to implement their suggestions andrecommendations to improve the control environment. Their scope of work includes review ofprocesses for safeguarding the assets of the Company review of operational efficiencyeffectiveness of systems and processes and assessing the internal control strengths inall areas. Internal Auditors findings are discussed with the process owners and suitablecorrective actions taken as per the directions of Audit Committee on an ongoing basis toimprove efficiency in operations.

vi) Cost Auditors

In terms of the provisions of section 148 read with the rules made thereunder costaudit is not applicable to your Company.

24. CORPORATE SOCIAL RESPONSIBILITY

Pursuant to the provisions of Section 135 of the Companies Act 2013 and Rules madethereunder the Company is not required to comply with the requirements of CSR.

25. DIRECTORS' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information andexplanations obtained your Directors make the following statements in terms of Section134(5) of the Act that:

a) in the preparation of the annual accounts for the financial year ending 31stMarch 2016 the applicable accounting standards had been followed along with properexplanation relating to material departures;

b) such accounting policies as mentioned in Note No. 1 of the annual financialstatements have been selected and applied them consistently and made judgements andestimates that are reasonable and prudent so as to give a true and fair view of the stateof affairs of the Company as at 31st March 2016 and of the loss of the Company for thatperiod;

c) proper and sufficient care for the maintenance of adequate accounting records inaccordance with the provisions of this Act for safeguarding the assets of the Company andfor preventing and detecting fraud and other irregularities;

d) annual financial statements have been prepared on a going concern basis;

e) proper internal financial controls were in place and that such internal financialcontrols were adequate and were operating effetely; and

f) systems to ensure compliance with the provisions of all applicable laws and thatsuch systems were adequate and operating effectively.

26. MANAGEMENT DISCUSSION & ANALYSIS REPORT

Management Discussion & Analysis Report for the year under review as stipulatedunder Schedule V of the Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 (" Listing Regulations") ispresented in a separate section forming part of the Annual Report.

27. CORPORATE GOVERNANCE REPORT

The Company is committed to maintain the highest standards of Corporate Governance andadhere to the Corporate Governance requirements set out by Securities and Exchange Boardof India (SEBI). A detailed report on Corporate Governance as stipulated under the ListingRegulations forms an integral part of this Report. A certificate from Auditors confirmingcompliance with the conditions of the Corporate Governance is also annexed herewith as "Annexure- VI" to this report

28. PREVENTION PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE

Your Directors state that during the year under review there were no cases filedpursuant to the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013.

29. EXTRACT OF ANNUAL RETURN

An extract of the Annual Return required in Form No. MGT-9 is presented in a separatesection and is annexed herewith as "Annexure - VII" to this report.

30. STATEMENT CONTAINING SALIENT FEATURES OF SUBSIDIARIES JOINT VENTURE/ASSOCIATECOMPANIES

During the period under review M/s. Golden Palm Facility Management Private Limitedwhich was incorporated in the Financial Year 2014 -2015 as wholly owned subsidiarycompany 50% stake of said company was purchased by M/s. IITL Projects Limited.Consequently M/s. Golden Palm Facility Management Private Limited ceases to be theSubsidiary of the Company and became Associate of the Company. As on 31st March2016 there are two associate companies of Nimbus Projects Limited viz. CapitalInfraprojects Private Limited and Golden Palms Facility Management Private Limited.Further the highlights on the financial statements of both the associate companies are asfollows:-

Particulars Golden Palms Facility Management Pvt. Ltd. 31st March 2016 (in Rs.) Capital Infraprojects Projects Pvt. Ltd. 31st March 2016 (in Rs.)
Total Income 32111298 696165558
Profit/(Loss) before Interest Depreciation & Tax (EBITDA) 704496 3600636
Finance Charges 9064 1067079
Depreciation 40659 220345
Provision for Income Tax (including for earlier years) 202325 642257
Net Profit/(Loss) After Tax 452448 1670955

During the period the overall performance of the Company has been increased bycontribution of profit of Rs. 10.61 Lakh by associate companies due to that loss aftertax is decreased by Rs. 10.61 Lakh.

Apart from above there are no Joint venture Companies which has become/ ceased as perthe provisions of Companies Act 2013.

A statement containing salient feature of financial statements of associate companypursuant to section 129 of the Companies Act 2013 ("Act") read with Rule 5 ofthe Companies (Accounts) Rules 2014 in the prescribed form AOC-1 is attached and formspart of this Annual Report as "Annexure-VIII."

The Company has laid down policy on Material subsidiary and the same is placed on thewebsite of the Company. The said policy may be accessed at the following web-link.http://www.nimbusproiectsltd.com/pdf/Policv On Material.pdf

31. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS

All Independent Directors have given a declaration under Section 149 (7) of theCompanies Act 2013 that they meet the criteria of independence as laid down under Section149(6) of the Act and Regulation 25 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.

32. FAMILIARISATION PROGRAMME

As per requirement under the provisions of Section 178 of the Companies Act 2013 readwith Companies (Meetings of the Board and its powers) Rules 2014 and SEBI (ListingObligations and Disclosure Requirements) Requirements 2015 yours Company had adopted afamiliarisation programme for independent directors to familiarise them with the Companytheir role rights responsibilities in the Company nature of the industry in which theCompany operates business model management structure industry overview internalcontrol system and processes risk management framework functioning of various divisionsHR Management etc.

Your company aims to provide its Independent Directors insight into the Companyenabling them to contribute effectively. The Company arranges site visit for theDirectors giving them insight of various projects and Directors are also informed ofvarious developments relating to the industry on regular basis and are provided withspecific regulatory updates from time to time.

The details of familiarisation program may be accessed on the Company's website http://www.nimbusproiectsltd.com

33. EVALUATION OF BOARD COMMITTEES AND DIRECTORS

SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 mandates thatthe Board shall monitor and review the Board evaluation framework. The framework includesthe evaluation of directors on various parameters such as:

• Board dynamics and relationships

• Information flows

• Decision-making

• Relationship with stakeholders

• Company performance and strategy

• Tracking Board and committees' effectiveness

• Peer evaluation

The Companies Act 2013 states that a formal annual evaluation needs to be made by theBoard of its own performance and that of its committees and individual directors. ScheduleIV of the Companies Act 2013 states that the performance evaluation of IndependentDirectors shall be done by the entire Board of Directors excluding the Director beingevaluated. The evaluation of all the Directors the Board as a whole and Committeesthereof was conducted based on the criteria and framework adopted by the Board. Theevaluation process has been explained in the corporate governance report. The Boardapproved the evaluation results as collated by the nomination and remuneration committee.

34. INTERNAL FINANCIAL CONTROL

The Company has in place an established internal financial control system to ensure theorderly and efficient conduct of its business the safeguarding of its assets theprevention and detection of frauds and errors and proper recording of financial &operational information compliance of various internal control and other regulatory/statutory compliances. All internal audit findings and control systems are periodicallyreviewed by the Audit Committee of the Board of Directors which provides strategicguidance on internal control.

ACKNOWLEDGEMENTS

The Directors place on record their appreciation for the assistance help and guidanceprovided to the Company by the Bankers Financial Institutions(s) and Authorities ofCentral and State Government(s) from time to time. The Directors also place on recordtheir gratitude to employees and shareholders of the Company for their continued supportand confidence reposed in the management of the Company.

By order of the Board of Directors
Nimbus Projects Limited
Bipin Agarwal
Date : 12th August 2016 Chairman cum Managing Director
Place: New Delhi DIN:00001276