The Members IMBUS INDUSTRIES LIMITED.
Your Directors have pleasure in presenting the Annual Report together with the AuditedAccounts of the Company for the year ended 31st March 2015.
| || ||(Rs. in lakhs) |
|Particulars ||2014-15 ||2013-14 |
|Total Revenue ||722756058 ||593075883 |
|Profit / (Loss) before Prior period Exceptional and Extra-Ordinary items. ||2354504 ||2296049 |
|Tax Expenses ||916000 ||771702 |
|Profit / (Loss) for the Year ||- ||- |
|Balance Carried Forward to Balance sheet ||1647344 ||1524347 |
Performance of the Company during the year under review
During the year the company has achieved net sales of Rs. 72.27 cores as against Rs.59.30 Crores in the previous year. The Company has profit has increased from Rs. 15.24lakh to Rs. 16.47 lakh compared to previous year.
Company has made significant efforts in creation of market and brand for its qualityproducts and prompts delivery. Further to report that Company is taken serious initiativesfor development of business and make dent in market share through excellent marketingstrategies. Your directors are therefore confident of coming out with significant growthin the future years and thereby wiping out losses incurred in the previous years andposting a decent growth.
During current year your Company is trying to maximize its sales by entering intodifferent markets and different marketing strategies.
The Board of Directors does not recommend any Dividend for the year 2014-15 consideringthe finance situation of the company.
During the year under review the Company has not accepted any fixed deposits and thereare no fixed deposits which are pending repayment.
Your Company does not have any subsidiary company during the year under review.
In accordance with the provisions of the Companies Act 2013 and the Company's Articlesof Association Mr. Nimish Thakore Director retire by rotation at this AGM beingeligible offer themselves for re-appointment.
Pursuant to clause 49 of the Listing Agreement with the Stock Exchanges brief resumeof Mr. Nimish Thakore have been provided in the notice convening the Annual GeneralMeeting.
Mr. Gaurang Panchal who was appointed as an Additional Director pursuant to theprovisions of Section 161 of the Companies Act 2013 in respect of whom company hadreceived a notice from a shareholder along with requisite fees had consented to beappointed as director of the Company.
Four meetings of the Board of Directors were held during the year.
Declaration by Independent Director
The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as prescribed both under the Actand Clause 49 of the Listing Agreement with the Stock Exchanges.
The Company has devised a Policy for performance evaluation of Independent DirectorsBoard Committees and other individual Directors which includes criteria for performanceevaluation of the non-executive directors and executive directors and a process ofevaluation was followed by the Board for its own performance and that of its Committeesand individual Directors.
The details of programs for familiarization of Independent Directors with the Companytheir roles rights responsibilities in the Company nature of the industry in which theCompany operates business model of the Company and related matters are put up on thewebsite of the Company.
Directors' Responsibility statement:
The Directors' Responsibility Statement referred to in clause (c) of sub-section (3)shall state that
(a) In the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
(b) The directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are 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 and loss of the company for that period;
(c) 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;
(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 thecompany and that such internal financial controls are adequate and were operatingeffectively.
Nomination & remuneration Committee
The Board constituted a Nomination and Remuneration Committee comprising of Mr. SubhashSharma Mr. Sandip Patel and Mr. Nimish Thakore.
Even though the Compliance of Clause 49 of the Listing Agreement is not mandatory tothe Company Company has complied with the requirements of the Code of CorporateGovernance as stipulated in clause 49 of the listing agreement with the stock exchanges. AReport on Corporate Governance along with Certification by the Director is attached tothis Directors' Report.
A Certificate from the Auditors of the Company regarding compliance of the conditionsof Corporate Governance as stipulated by clause 49 of the listing agreement is attached tothis Directors' Report.
The statutory auditors of the Company M/s. N. L. Upadhyaya & Co Mumbai retire atthe conclusion of the ensuing Annual General Meeting. The retiring auditors have furnisheda certificate under Sec. 141 of the Companies Act 2013 confirming their eligibility foreappointment. The Auditor Report for the financial year ended March 31 2015 is annexedherewith and is part of the Annual Report.
Extract of Annual Return
An Extract of Annual Return of the Company Pursuant to section 92(3) of the CompaniesAct 2013 and rule 12(1) of the Companies (Management and Administration) Rules 2014 isgiven elow;
Pursuant to section 204(1) of the Companies Act 2013 and rule No.9 of the Companies(Appointment and Remuneration Personnel) Rules 2014 the Board appointed Mr. Roy JacobPracticing Company Secretary to conduct Secretarial Audit for the financial year 2014-15.The Secretarial Audit Report for the financial year ended March 31 2015 is given below.
Form No. MR-3
SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED 31st March 2015 [Pursuant to section 204(1) ofthe Companies Act 2013 and rule No.9 of the Companies (Appointment and RemunerationPersonnel) Rules 2014]
The Members imbus Industries Limited
I have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by M/s. Nimbus Industries Limited(hereinafter called the company). Secretarial Audit was conducted in a manner thatprovided me a reasonable basis for evaluating the corporate conducts/statutory compliancesand expressing my opinion thereon.
Based on my verification of the books papers minute books forms and returns filedand other records maintained by the company and also the information provided by theCompany its officers agents and authorized representatives during the conduct ofsecretarial audit I hereby report that in my opinion the company has during the auditperiod covering the financial year ended on 31st March 2015 complied with thestatutory provisions listed hereunder except which are specifically mentioned therein andalso that the Company has proper Board-processes and compliance- mechanism in place to theextent in the manner and subject to the reporting made hereinafter:
I have examined the books papers minute books forms and returns filed and otherrecords maintained by the Company for the financial year ended on 31st March2015 according to the provisions of:
(i) The Companies Act 2013 (the Act) and the rules made thereunder;
Details as per Annexure A
(ii) The Securities Contracts (Regulation) Act 1956 ('SCRA') and the rules madethereunder;
(iii) The Depositories Act 1996 and the Regulations and Bye-laws framed thereunder;
(iv) Foreign Exchange Management Act 1999 and the rules and regulations madethereunder to the extent of Foreign Direct Investment Overseas Direct Investment andExternal Commercial Borrowings:
Not applicable to the Company during the Audit period
(v) The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992 ('SEBI Act') and which are applicable to the company:-
(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011;
(b) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992;
(c) The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009; Not Applicable to the Company during the Audit Period
(d) The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines 1999:Not Applicable to the Company during theAudit Period.
(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008 : Not Applicable to the Company during the Audit Period
(f) The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing with client.
(g) The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations 2009: Not Applicable to the Company during the Audit Period
(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations1998: ; Not Applicable to the Company during the Audit Period
I have also examined compliance with the applicable clauses of the following:
(i) Secretarial Standards issued by The Institute of Company Secretaries of India.
(Not notified hence not applicable to the Company during the audit period).
(ii) The Listing Agreements entered into by the Company with Stock Exchanges exceptthe following.
Shareholding pattern for all quarters under clause 35 submitted to stock exchange withdelay of one week to 3 weeks in each quarter under scrutiny.
Quarterly results for the Quarter ended 30th Sep 2014 under clause 41 of theListing Agreement submitted to the exchange with a delay of 14 days.
Reconciliation of share capital Audit Report for the quarter ended March 2014 and June2014 submitted to the exchange with a delay of 2 months and 18 days respectively.
Annual Report as required to be submitted under clause 31 of listing agreement andproceedings of Annual General Meeting was not filled by the company.
Company has not published the Notice of Board Meetings for approval of QuarterlyResults in at least in one English daily newspaper circulating in the whole orsubstantially the whole of India and in one daily newspaper published in the language ofthe region where the registered office of the company is situated.
The company has not published copy of the financial results which were submitted to thestock exchange in at least in one English daily newspaper circulating in the whole orsubstantially the whole of India and in one daily newspaper published in the language ofthe region where the registered office of the company is situated pursuant to clause 41(VI) (a) of the listing agreement.
Based on our such examination and further based on the Representation of the Managementof the Company the Company has during the period under review complied with theprovisions of the Act Rules Regulations Guidelines Standards etc. mentioned aboveexcept the non- compliances given in respective paragraphs and Annexure given hereto.
I/we further report that
The Board of Directors of the Company is duly constituted with proper balance ofExecutive Directors Non-Executive Directors and Independent Directors.
Subject to the comments given on Annexure A adequate notice is given to all directorsto schedule the Board Meetings agenda and detailed notes on agenda were sent at leastseven days in advance and a system exists for seeking and obtaining further informationand clarifications on the agenda items before the meeting and for meaningful participationat the meeting. Majority decision is carried through while the dissenting members' viewsif any are captured and recorded as part of the minutes.
I further report that systems and processes in the company to monitor and ensurecompliance with applicable laws rules regulations and guidelines is not adequate incommensurate with the size and operations of the company.
| ||For Roy Jacob & Co |
| ||Company Secretary |
|Place: Mumbai || |
|Date: 18/08/2015 ||(Roy Jacob) |
| ||Proprietor |
| ||ACS No.18815 |
| ||C P No.: 8220 |
The Details of Non-Compliances in respect of Companies Act 2013
1. E-Voting facility as per section 108 of Companies Act 2013 was not provided by thecompany for the AGM held on 30th September 2014.
2. Has not complied with the provisions of section 149 in respect of appointment ofwomen Director during the audit period.
3. Company do not have proper board process and compliance mechanism.
4. Company has not complied with the provisions of section 203(1) in respect ofappointment Chief Financial Officer Company Secretary and Managing director or ChiefExecutive Officer or manager.
5. Form ADT 1 as per section 139 (1) of the Companies Act 2013 and rule 4 (2) of thecompany (Audit and Auditor) Rules 2014 was filled with delay of 15 days.
6. Company has not filed MGT-15 with ROC intimating proceedings of Annual GeneralMeeting.
7. Company has not filed Annual Accounts for the financial year ended 31stMarch2014 with the Registrar of Companies within 30 days from the date of Annual Generalmeeting.
8. There is no record available in respect of dispatch of notice for the AGM held on 30thSeptember 2014.
9. In our opinion the Company does not have an Internal Audit System commensurate withthe size & nature of the business resulting in non-compliance of Section 138 ofCompany Act 2013.
The relations between the employees and management continued to be cordial during theyear.
Particulars of Employees and related disclosures:
No employee of the company is drawing remuneration in excess of the limits set out interms of the provisions of Section 197 (12) of the Act read with Rules 5(2) and 5(3) ofthe Companies Appointment and Remuneration of Managerial Personnel) Rules 2014.
Particulars as required under section 134(3) (m) of the companies act 2013 read withthe companies (Accounts) Rules 2014:
1. Conservation of Energy Technology Absorption:
The particulars regarding the disclosure of the conservation of energy technologyabsorption as required under section 134(3) (m) of the companies act 2013 read with thecompanies (Accounts) Rules 2014 are given below.
a) Energy Conservation Measures Taken:
The operations of the company are not energy-intensive. However adequate measures havebeen taken to reduce energy consumption by using energy efficient computers andequipment's with the latest technologies. Your company constantly evaluates newtechnologies and invests in them to make its infrastructure more energy-efficient.
2. Foreign Exchange Inflow & Outgo:
a) Activities relating to Exports Initiatives taken to increase Exports Developmentsof new Export Market for products and Services and Export Plans:
The Company has not undertaken any export activities. The company is looking out forExport Opportunities.
b) Total Foreign Exchange used and earned:
During the year your Directors have constituted a Risk Management Committee which hasbeen entrusted with the responsibility to assist the Board in (a) Overseeing and approvingthe
Company's enterprise wide risk management framework; and (b) Overseeing that all therisks that the organization faces such as strategic financial credit market liquiditysecurity property IT legal regulatory reputational and other risks have beenidentified and assessed and there is an adequate risk management infrastructure in placecapable of addressing those risks. A Group Risk Management Policy was reviewed andapproved by the Committee.
The Company manages monitors and reports on the principal risks and uncertainties thatcan impact its ability to achieve its strategic objectives. The Company's managementsystems organizational structures processes standards code of conduct and behaviorstogether form the Reliance Management System (RMS) that governs how the Group conducts thebusiness of the Company and manages associated risks.
The Company has introduced several improvements to Integrated Enterprise RiskManagement Internal Controls Management and Assurance Frameworks and processes to drive acommon integrated view of risks optimal risk mitigation responses and efficientmanagement of internal control and assurance activities. This integration is enabled byall three being fully aligned across Group wide Risk Management Internal Control andInternal Audit methodologies and processes.
Comments of the Board of Directors on Qualifications on Auditors Reports:
There are no such qualification from auditor which required explanation.
Board Comments on Secretarial Audit Qualifications:
The Secretarial Audit Qualifications are replied as follows:
1. E Voting facility as per section 108 of Companies Act 2013 was not provided by thecompany for the AGM held on 30th September 2014.Company is in the process ofentering into agreement with the providers of e-voting facility
2. Company do not have proper board process and compliance mechanism.
3. Company has not complied with the provisions of section 203(4) in respect ofappointment KMP
Company is in the process of suitable key managerial personnel to make the appointment.
4. Form ADT 1 as per section 139 (1) of the Company Act 2013 and rule 4 (2) of thecompany (Audit and Auditor) Rules 2014 was not filled by the company for the year ended31st March 2014
5. Company has not filed Annual Accounts for the financial year ended 31stMarch2014 with the Registrar of Companies.
Company had filed Annual Accounts Annual Return and appointment of Auditor with ROCwith additional Fees:
Particulars of loans guarantees or investments under section 186:
Company has not provided loans investments and guarantees during the year.
Related Party Transaction under sub-section (1) of section 188:
During the year the Company had not entered into any contract / arrangement /transaction with related parties which could be considered material in accordance with thepolicy of the Company on materiality of related party transactions. The Policy onmateriality of related party transactions and dealing with related party transactions asapproved by the Board is provided in the company's web site.
The Management is grateful to the Regulatory Authorities Shareholders Company'sBankers Financial Institutions Insurance Companies Investors Clients BusinessAssociates for their continued support and co-operation.
The Directors also wish to place on record their appreciation for the co-operationactive involvement and dedication of the employees.
| ||For and on behalf of the Board of Directors |
|Place: Mumbai || |
|Date: 18/08/2015 ||Nimish Thakore |
| ||Director |