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Nimbus Foods Industries Ltd.

BSE: 531598 Sector: Agri and agri inputs
NSE: N.A. ISIN Code: INE301B01020
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Nimbus Foods Industries Ltd. (NIMBUSFOODS) - Director Report

Company director report

To

THE MEMBERS of NIMBUS FOODS INDUSTRIES LIMITED

Your Directors have the pleasure of presenting their 22nd Annual ReportReport on the business and operations of the Company together with the Audited Statementof Account for the Financial Year ended on 31st March 2017.

FINANCIAL PERFORMANCE

The financial performance of the Company for the year ended 31st March 2017 issummarized as below:

(Rs. In Lacs)
Particulars Year Ending 31st March 2017 Year Ending 31st March 2016
Total Revenue from Operations (Net) 1236.82 1536.87
(Incl. Changes in Inventories)
Less: Expenditure 1148.57 1433.17
Profit/(loss)before Interest Depreciation Tax 88.25 103.70
Less: Interest 35.33 31.91
Less: Depreciation & Amortization Cost 22.48 26.08
Profit/(loss)Before Tax 30.44 45.71
Less: Tax Expenses 11.63 15.71
Profit/(loss)after Tax 18.80 30.00

DIVIDEND:

To conserve the resources for the future requirement of the company your directorshave not recommended any dividend for the year.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

Since there was no unpaid/unclaimed dividend the provisions of Section 125 of theCompanies Act 2013 do not apply.

TRANSFER TO RESERVES

During the year under review the Company has not transferred any amount to reserves.

CHANGE IN THE NATURE OF THE BUSINESS

During the year there is no change in the nature of the business of the Company.

PUBLIC DEPOSITS:

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.

SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary Joint venture or Associate Company.

a) Composition of Board

Name of Directors Designation Category No. of Board Meeting held during the year No. of Board Meeting attended during the year
Mr. Sanjay Mangal Chairman & Director Independent 4 4
Mr. Amit J. Khaksa Executive Director Promoter Executive 4 4
Mr. Arvind A. Thakkar Director Independent 4 4
Mrs. Priti Wadhwani Director Non-Independent Non-Executive 4 4
Mr. Sharad Khandelwal Director Non-Independent Non-Executive 4 4

b) Changes in the Board during the year:

During the year under review neither additional directors nor any alternatedirectors were appointed.

c) Retirement by rotation:

As per the provisions of Section 152 of the Companies Act 2013 Mr. SharadKhandelwal (DIN: 03447732) is liable to retire by rotation at the ensuing Annual GeneralMeeting and being eligible offers herself for reappointment. Your Directors recommend herreappointment.

NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW

Regular meetings of the Board are held to discuss and decide on various businesspolicies strategies financial matters and other businesses.

During the year under review the Board duly met Four (4) times on 30th May2016 13th August 2016 10th November 2016 and 14thFebruary 2017. In respect of said meetings proper notices were given and proceedings wereproperly recorded and signed in the Minutes Book maintained for the purpose.

KEY MANAGERIAL PERSONNEL

During the year under review Mr. Jay Prakash Verma resigned from the post of ChiefFinancial Officer of the w.e.f 14th February 2017.

Further the Board of Directors in their meeting held on 14th February 2017appointed Mr. Pushpendra Singh Chauhan Chief Financial Officer of the Company in place ofMr. Jay Prakash Verma who had resigned from the post of Chief Financial Officer on 14thFebruary 2017.

DECLARATIONS BY INDEPENDENT DIRECTORS

All the Independent Directors of the Company have given their declarations stating thatthey meet the criteria of independence as laid down under Section 149(6) of the CompaniesAct 2013 and in the opinion of the Board the Independent directors meet the saidcriteria.

STATEMENT ON FORMAL ANNUAL EVALUATION OF BOARD

Nomination and Remuneration Committee annually evaluates the performance of individualDirectors Committees and of the Board as a whole in accordance with the formal systemadopted by it. Further the Board also regularly in their meetings held for variouspurposes evaluates the performance of all the Directors committees and the Board as awhole. The Board considers the recommendation made by Nomination and RemunerationCommittee in regard to the evaluation of board members and also tries to discharge itsduties more effectively. Each Board member's contribution their participation wasevaluated and the domain knowledge they bring. They also evaluated the manner in which theinformation flows between the Board and the Management and the manner in which the boardpapers and other documents are prepared and furnished.

DIRECTORS' RESPONSIBILITY STATEMENT

In terms of Section 134 (5) of the Companies Act 2013 the directors would like tostate that: i. In the preparation of the annual accounts the applicable accountingstandards have been followed. ii. The directors had selected such accounting policies andapplied them consistently and made judgments and estimates that were reasonable andprudent so as to give a true and fair view of the state of affairs of the Company at theend of the financial year and of the profit or loss of the Company for the year underreview. iii. The directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets 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. Thedirectors had laid down internal financial controls to be followed by the company and thatsuch internal financial controls are adequate and were operating effectively. vi. Thedirectors had devised proper system to ensure compliance with the provisions of allapplicable laws and that such system were adequate and operating effectively.

AUDITORS

A) Ratification of Statutory Auditors:

The present Auditors of the Company M/s B. S. Rajput & Associates CharteredAccountants Ahmedabad were appointed as Auditors at the 19th Annual GeneralMeeting held on 30th September 2014 to hold office till the conclusion of 23rdAnnual General Meeting to be held in 2018 (subject to ratification of their appointment atevery AGM).

Pursuant to the provisions of Section 139 of the Companies Act 2013 read with theCompanies (Audit and Auditors) Rules 2014 the Company shall place the matter relating tosuch appointment for ratification by members at every annual general meeting and thereforeit is proposed to ratify the appointment of M/s. B.S. Rajput & Associates CharteredAccountants as the Statutory Auditors of the Company for F.Y. 2017-18.

The consent of M/s. B.S. Rajput & Associates Chartered Accountants along withcertificate under Section 139 of the Act has been obtained to the effect that theirappointment if made shall be in accordance with the prescribed conditions and that theyare eligible to hold the office of Auditors of the Company.

The notes and remarks of Auditors' are self-explanatory and therefore do not requireany further clarification.

B) Secretarial Auditors

M/s. Vishwas Sharma & Associates Company Secretaries Ahmedabad were appointedas Secretarial Auditor of the Company to conduct secretarial audit pursuant to theprovisions of Section 204 of the Companies Act 2013. The secretarial audit of the Companyhas been conducted on a concurrent basis in respect of the matters as set out in the saidrules and Secretarial Audit Report given by M/s. Vishwas Sharma & Associates CompanySecretaries Secretarial Auditor of the Company forms part of this report and is marked asAnnexure-"A". The said report contains observation or qualificationsrelating to non holding of hundred percent shareholding of promoter and promoters group indematerialized form.

The Board of Directors of your Company would like to explain on the said observationthat-

The company had approached to all promoters who are not holding the shares in dematform to get there shares dematerialized. However same could not completed due to variousreasons.

The promoters who are holding the shares in physical form had transfer their shares toother promoter and transferee promoter has already initiated the process to dematerializedthe balance physical shares. Further one promoter has lost his physical Share Certificateand he has applied for duplicate Share Certificate. The same will be dematerialized aftergetting the duplicate Share Certificate.

C) 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.

REGISTRAR AND SHARE TRANSFER AGENT OF THE COMPANY

The Board of Directors of the company at their meeting held on 30th May 2016approved the appointment of M/s. Bigshare Services Private Limited in place of M/sSharepro (India) Private Limited. The Bigshare Services Private Limited will act as CommonShare Registry of the Company w.e.f 1st July 2016.

PARTICULARS OF CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGSAND OUTGO

A. CONSERVATION OF ENERGY:

i. the steps taken or impact on conservation of energy : Nil

ii. the steps taken by the company for utilising alternate sources of energy : None

iii. the capital investment on energy conservation equipments : Nil

B. TECHNOLOGY ABSORPTION:

i. the efforts made towards technology absorption : None

ii. the benefits derived like product improvement cost reduction product developmentor import substitution : None

iii. in case of imported technology (imported during the last three years reckoned fromthe beginning of the financial year)-

a) the details of technology imported : None

b) the year of import : N.A.

c) whether the technology been fully absorbed : N.A.

d) if not fully absorbed areas where absorption has not taken place and the reasonsthereof : N.A.

e) the expenditure incurred on Research and Development : Nil

C. There was no foreign exchange inflow or Outflow during the year under review.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIESACT 2013

The Company has given loan guarantee or security covered under the provisions ofSection 186 of the Companies Act 2013. The details of the loans guarantees given andinvestments made by company are given in the financial statement of the Company. (Pleaserefer Note No. 11 and 16 of the financial statements).

PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Companies Act 2013 read with rule5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014is not provided in the Report as no remuneration is paid to any of the directors of thecompany nor any employee of the Company was in receipt of the remuneration exceeding thelimits prescribed in the rule 5(2) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

During the year under review the Company has entered into any contracts orarrangements with related parties. The particulars of Contracts or Arrangements made withrelated parties required to be furnished under section 134(3) are disclosed in theprescribed form (Form AOC-2) which is attached to this Report as Annexure-"B".

EXTRACT OF ANNUAL RETURN:

The extract of the Annual Return pursuant to the provisions of Section 92 read withRule 12 of the Companies (Management and administration) Rules 2014 in Form MGT-9 isappended here in Annexure "C" to this Report.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial Controls with reference toFinancial Statements. The Board has inter alia reviewed the adequacy and effectiveness ofthe Company's internal financial controls relating to its financial statements.

During the year such Controls were tested and no reportable material weakness wasobserved.

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.

STATEMENT REGARDING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY

The Company has not developed and implemented any risk management policy as the riskthreatening the business activity carried out by the Company during the year are minimal.

AUDIT COMMITTEE

Pursuant to the provisions of section 177(8) of the Companies Act 2013 the Boardhereby disclose the composition of the Audit Committee and other relevant matters asunder: The Audit Committee comprises:

NAME OF THE DIRECTORS CATEGORY OF DIRECTORSHIP DESIGNATION NUMBER OF MEETINGS
HELD ATTENDED
Mr. Arvind A. Thakkar Independent Non Executive Chairman 4 4
Mr. Sanjay G. Mangal Independent Non Executive Member 4 4
Mr. Amit J. Khaksa Promoter Executive Member 4 4

The Audit Committee acts in accordance with the terms of reference specified by theBoard of Directors of the Company. Further during the period under review the Board ofDirectors of the Company had accepted all the recommendations of the Committee.

During the financial year ended on 31st March 2017 the Audit Committee

Four times on 30/05/2016 13/08/2016 10/11/2016 and 14/02/2017.

VIGIL MECHANISM/WHISTLER BLOWER POLICY

Pursuant to the provisions of Section 177(9) of the Companies Act 2013 and SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 the Board ofDirectors of the Company has established vigil mechanism/Whistle Blower Policy forDirectors and employees of the Company to report genuine concerns regarding unethicalbehaviour actual or suspected fraud or violation of the Company's code of conduct andethics Policy. The said mechanism also provides for direct access to the Chairperson ofthe Audit Committee in appropriate or exceptional cases.

The Board of Directors of the Company frequently reviews the vigil mechanism/whistleblower policy in order to ensure adequate safeguards to employees and Directors againstvictimization.

The said policy is also available on the website of the Company at www.nimbusfoods.in

NOMINATION AND REMUNERATION COMMITTEE:

The composition of the Committee is as under:

NAME OF THE DIRECTORS CATEGORY OF DIRECTORSHIP DESIGNATION NUMBER OF MEETINGS
HELD ATTENDED
Mr. Sanjay G. Mangal Independent Non Executive Chairman 2 2
Mr. Arvind A. Thakkar Independent Non Executive Member 2 2
Mr. Sharad K. Khandelwal Non-Independent Non Executive Member 2 2

The Board has in accordance with the provisions of sub-section (3) of Section 178 ofthe Companies Act 2013 formulated the policy setting out the criteria for determiningqualifications positive attributes independence of a Director and policy relating toremuneration for Directors Key Managerial Personnel and other employees. The said policyis furnished in Annexure- "D" and is attached to this report.

During the year two meeting of the Committee were held on 13/08/2016 and 14/02/2017.

STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholder's Relationship Committee comprises of the following members:

NAME OF THE DIRECTORS CATEGORY DESIGNATION
Mr. Sanjay G. Mangal Independent Non Executive Chairman
Mr. Sharad K. Khandelwal Non-Independent Non Executive Member
Mr. Amit J. Khaksa Non-Independent Executive Member

Details of Investor's grievances/ Complaints:

The Company has not received any complaints during the year.. The pending complaints ofthe Shareholders/ Investors registered with SEBI at the end of the current financial yearended on 31st March 2017 are NIL.

There were no pending requests for share transfer/dematerialisation of shares as of 31stMarch 2017. During the year two meetings of the Committee was held on 15/04/2016 and14/02/2017.

Compliance Officer :

Mr. Faruk H. Diwan is the Compliance Officer of the Company who is also designated asCompany Secretary of the Company.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICHHAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH FINANCIALSTATEMENTS RELATE AND THE DATE OF THE REPORT

No material changes and commitments a_ecting the financial position of the Company haveoccurred between the end of the financial year to which this financial statements relateand the date of this report.

SIGNIFICANT AND MATERIAL ORDER PASSED BY REGULATORS OR COURTS OR TRIBUNALS IMPACTINGTHE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

No significant and material order was passed by regulators or courts or tribunalsimpacting the going concern status and company's operations in future.

MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT

The Management's Discussion and Analysis Report for the year under review asstipulated under Regulation 34(2)(e) of the Listing Regulations is given as an annexure tothis report.

FINANCIAL CALENDAR

The Company expects to announce the unaudited/audited quarterly results for the year2017-18 as per the following schedule:

First quarter : 2nd week of August 2017
Half-yearly results : 2nd week of November 2017
Third quarter : 2nd Week of February 2018
Yearly Results : By end of May 2018

COMPLIANCE

The Company has complied with the mandatory requirements as stipulated under theListing Regulations.

CORPORATE GOVERNANCE

As per the provisions of SEBI (Listing Obligations and Disclosures requirement)Regulation 2015 the annual report of the listed entity shall contain CorporateGovernance Report and it is also further provided that if the Company is not having thepaid up share capital exceeding Rs. 10 crores and Net worth exceeding Rs. 25 crores thesaid provisions are not applicable. As our Company does not have the paid up share capitalexceeding Rs. 10 crores and Net worth exceeding Rs. 25 crores the Corporate GovernanceReport is not applicable and therefore not provided by the Board.

ACKNOWLEDGEMENT

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 & Director
Date : 12/08/2017 (DIN: 05355390)