Your Directors have pleasure in presenting their 25th (Twenty Fifth) AnnualReport on the business and operations together with the Audited Financial Statements ofthe Company for the Financial Year ended March 31 2018.
1. PERFORMANCE OF THE COMPANY:
March 2018 are summarized below for your consideration.
| || |
|Particulars ||For the year ended March 31 2018 ||For the year ended March 31 2017 ||For the year ended March 31 2018 ||For the year ended March 31 2017 |
| ||(In Rs.) ||(In Rs.) ||(In Rs.) ||(In Rs.) |
|Total Revenue ||120391816 ||122923611 ||120391816 ||122923611 |
|Less : || || || || |
|1. Expenses ||59546266 ||314173255 ||59546268 ||314173255 |
|2.Shares of Loss in Partnership Firms ||56799454 ||40610851 ||56799454 ||40610851 |
|Profit/(loss) before Interest Depreciation & Tax (PBITDA) ||4046094 ||(231860495) ||4046095 ||(231860495) |
|Finance Charges ||75866116 ||52605979 ||75866116 ||52605979 |
|Depreciation and Amortization ||5798661 ||5426091 ||5798661 ||5426091 |
|Provision for Income Tax (including for earlier years) ||734690 ||77603 ||734690 ||77603 |
|Net Tax ||(78353373) ||(289970168) ||(78353373) ||(289970168) |
|Share of Profit / (loss) of Associates ||- ||- ||(35329418) ||(18032101) |
|Profit/(Loss) brought forward from previous year ||(284595466) ||5376315 ||(299743919) ||8382872 |
|Amount appropriation ||NIL ||NIL ||NIL ||NIL |
|Less: Preference Dividend ||NIL ||NIL ||NIL ||NIL |
|Corporate Dividend Tax ||NIL ||NIL ||NIL ||NIL |
|Adjustment for accumulated depreciation ||NIL ||NIL ||NIL ||NIL |
|Adjustment for Share of Post acquisition accumulated Profits/Reserves ||NIL ||NIL ||NIL ||NIL |
|Profit/(Loss) carried to Balance Sheet ||(78353373) ||(289970168) ||(113682790) ||(308002269) |
|Other comprehensive income a) Items that will not be reclassified subsequently to profit or loss ||(86523) ||2409 ||(26508) ||188449 |
|b) Items that will be reclassified subsequently to profit or loss ||22280 ||(796) ||1597 ||(63927) |
|Total Comprehensive Income ||(78289130) ||(289971781) ||(113657879) ||(308126791) |
*previous year figures have been regrouped/rearranged wherever necessary.
Note: the above figure have been extracted from the audited standalone and consolidatedfinancial statements as per Indian Accounting Standard (IND-AS).
2. RESULTS OF OPERATIONS AND STATE OF COMPANY'S AFFAIRS
a) Standalone results of operation: During the financial year under review yourCompany's standalone revenue from operations is Rs. 733.22 Lakh as compared to revenue ofRs. 789.12 Lakh in last year a decrease of 07.08 %. The standalone loss after tax of yourCompany is Rs. 783.53 Lakh compared to loss of Rs. 2899.70 Lakh in last year registeringa decrease of 72.98% over the last year.
All the above said decrease in revenue and loss after tax are due to loss inpartnership firms with which the Company is developing all the projects. Also the companyhas shown positive signs of recovery by decreasing its loss by 72.98% as compared to lastyear. The projects undertaken by the Company are under final stage of development. TheCompany is expected to complete these projects by next year and as a result revenue andprofit will be generated and financial position & ratios are expected be improved.
b) Consolidated Results of operation: During the financial year under review yourCompany has to its associate Companies viz Capital Infraprojects Private Limited andGolden Palm Facility Management Private Limited. The Company's consolidated revenue fromoperations is Rs. 733.22 Lakh as compared to revenue of Rs. 789.12 Lakh in last year adecrease of 07.08 %. The consolidated loss after tax of your Company is Rs. 1136.83 Lakhcompared to loss of Rs. 3080.02 Lakh in last year registering a decrease of 63.09% overthe la st year. The individual performance of these associates Companies have beendiscussed under in relevant head of this report.
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) Greater Noida Industrial DevelopmentAuthority (GNIDA) and Yamuna Expressway Authority (YEA). The total lease hold areaallotted to the Company alongwith SPVs is around 265000 sq. meters and the projects areunder various stages of construction.
1 . PROJECTS DEVELOPED BY THE COMPANY: -
EXPRESS PARK VIEW I: The Company is pleased to deliver its very first Group HousingProject namely -10B Sector CHI- .P. located in main Noida-Greater Noida Expressway. ThisGroup Housing Project has all important facilities and amenities such as well laid outroads and paths landscaped areas and beautiful parks street lights and well designedservices to give world class comfort feeling to the residents. Project has 332 flats &4 shops consisting of 2 Bed Rooms and 3 Bed Rooms in sizes varying from 831sq.ft. to 1458sq. ft. Presently the Project is fully complete in all respects. The Company has bookedtotal 318 Flats of varying sizes & 4 Shops out of which the Company has givenpossession of 309 Flats & 4 Shops till 31.03.2018. The cost of unsold units has beenconsidered as stock of units in completed project.
2. OTHER PROJECTS BEING DEVELOPED BY THE COMPANY ALONGWITH SPVS:
IITL-NIMBUS THE HYDE PARK NOIDA: The Company had entered into a Partnership'IITL-NIMBUS THE i Group Housing Project "The Hyde Park" at Plot No. GH-03Sector 78 Noida. The agreed Capital Ratio between the partners was 45:45:10 with profitto be shared in the said Capital Ratio. During the year ended 31.03.2016 M/s SupertechLtd. retired from the partnership firm and now the revised Ratio between remainingpartners is 50:50. The Hyde Park Project for Residential Development encompasses allimportant facilities and amenities such as well laid out roads and paths landscaped areasand beautiful parks street lights and well designed services to give world class comfortfeeling to the residents. Project consists of 2044 flats & 58 commercial units intotality. Apartments are of IBHK/ 2BHK/ 3BHK & 4BHK with sizes varying from 525sq.ft.to 2428 sq.ft. The Partnership Firm has booked total 1843 Flats of varying sizes & 58commercial units in the said project and has collected Rs. 716.38 crore againstsale/booking of above said flats & commercial units till 31.03.2018.
THE GOLDEN PALMS: The company M/s 'Capital Infraprojects Pvt. Ltd.' is developing aGroup Housing Project at Plot No. GH-01/E Sector - 168 Noida. The Project 'The GoldenPalms' encompasses all important facilities and amenities such as well lai d out roads andpaths landscaped areas and beautiful parks street lights and well designed services togive world class comfort feeling to the residents. Project consists of 1408 Flats and 49Commercial Units in totality. Apartments are Studio Appt. / 2BHK/ 3BHK & 4BHK in sizesvarying from 506sq.ft. to 2629 sq.ft. The company M/s 'Capital Infraprojects Pvt. Ltd.'has booked total 989 Flats of varying sizes and 30 Commercial Units in the said projectand has collected Rs. 375.93 crore against booking/sale of above said units till31.03.2018.
EXPRESS PARK VIEW II: The Company had entered into a Partnership 'IITL-NIMBUS THEEXPRESS F evelop the Group Housing - II' at Plot No. GH-03 Sector CHI- between thepartners is 47.5:47.5:5 and profit will be shared in the said Capital Ratio. The ExpressPark View - II Project for Residential Development shall encompass all importantfacilities and amenities such as well laid out roads and paths landscaped areas andbeautiful parks street lights and well designed services to give world class comfortfeeling to the residents. Project consists of 1668 flats in totality. Apartments are of2BHK/ 3BHK & 4BHK in sizes varying from 984 sq.ft. to 2191 sq.ft. The Partnership Firmhas booked total 673 Flats of varying sizes in the said project and has collected Rs.193.66 Crore against booking/sale of above said flats till 31.03.2018.
GOLDEN PALM VILLAGE: The Company had entered into a Partnership 'IITL- VILLAGE'with M/s IITL Projects Ltd. & M/s Assotech Ltd. in June 2011 to develop the GroupHousing Project 'The Golden Palm Village' at Plot No. GH-03 Sector 22A Greater Noida ofYamuna Expressway Industrial Development Authority. The agreed Capital Ratio between thepartners is 47.5:47.5:5 and profit will be shared in the said ratio. 'The Golden PalmVillage' Project for Residential Development shall encompass all important facilities andamenities such as well laid out roads and paths landscaped areas and beautiful parksstreet lights and well designed services to give world class comfort feeling to theresidents. Due to Real Estate Market conditions low demand and consequent delay theFirm During the FY 2017-18 started refunding booking amount along with interest to thecustomers pursuant to the provision to that effect in Builder Buyer Agreement as perwhich the total consideration received (including service tax) against the apartmentshall be refunded along with the simple interest @ 12% p.a. from the date of receipt ofeach payment from the allottee. Interest payable on booking amount to be refunded as on31.03.2018 has been provided in books of account.
Registration of Ongoing Projects under Real Estate (Regulation & Development) Act2016.
Your Directors feels pleasure while informing that the projects being developed by theCompany through SPV's are all registered under RERA within timeframe granted by the UPRERA Authority. The various Registration Numbers granted by the Authority are: -
IITL-NIMBUS THE HYDE PARK NOIDA
IITL-NIMBUS THE EXPRESS PARK VIEW
CAPITAL INFRAPROJECTS PRIVATE LIMITED
IITL-NIMBUS THE PALM VILLAGE
|Towers ||Registrati on No. || |
Registratio n No.
Registratio n No.
Registratio n No.
|STU ||UPRERA PRJ9689 ||IJK ||UPRERAP RJ9947 ||ablm N ||UPRERAP RJ10240 ||PHASE-1 ||UPRERAP RJ11031 |
|YQR ||UPRERA PRJ9214 ||LL1M M1 ||UPRERAP RJ ||O ||UPRERAP RJ10275 ||- ||- |
|HYDE PLAZA- COMME RCIAL ||UPRERA PRJ10533 ||I1J1K1 ||UPRERAP RJ10246 || || || || |
3. DIVIDEND AND RESERVES
In view of the losses in your Company the Board of Directors has decided not torecommend any dividend for the financial year ended March 312018.
During the year under review the Company has not transferred any amount to anyreserve.
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 Authority(Accounting Audit Transfer and Refund) Amendment Rules 2017 (Revised Rules') theCompany was not required to file any form with the Ministry of Corporate Affairs.
The issued subscribed and paid up equity share capital of the Company as on March 312018 was Rs. 74380000 (Rupees Seven Crore Forty Three Lakhs and Eighty Thousand only)comprising 7438000 equity shares of Rs. 10/- each fully paid - up.
The issued subscribed and paid up preference share capital of the Company as on March31 2018 was Rs. 200000000 (Rupees Twenty Crore Only) consisting of 20000000 8%non-cumulative non-convertible non-participating compulsory redeemable preferenceshares 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.
5. DIRECTORS & KEY MANAGERIAL PERSONNEL
i) 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 candidature for re-appointment.
A brief resume and other details relating to the Director seeking re-appointment asstipulated under Regulation 36(3) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 and Secretarial Standards issued by Institute of CompanySecretaries of India are furnished in the notice convening Annual General Meeting andforming a part of the Annual Report.
ii) RESIGNATION OF DIRECTOR
Mr. Partap Singh Negi (DIN 03024710) resigned as Independent Director on 4th June2018. The Board places on record its appreciation for the valuable services rendered byhim during his tenure.
B. KEY MANAGERIAL PERSONNEL:
During the year under review the Company has following Key Managerial Personnel as perthe definition of Section 2(51) read with Section 203 of the Companies Act2013.
|S. No. Name ||Designation(s) |
|1. Mr. Bipin Agarwal ||Managing Director |
|2. Mr. Lalit Agarwal ||Company Secretary |
|3. Mr. Jitendra Kumar ||Chief Financial Officer |
6. CHANGE IN THE NATURE OF BUSINESS IF ANY
Th ere has been no change in the nature of business during the perio d under review.
7. NUMBER OF MEETINGS OF THE BOARD
During the year under review 5 (Five) Board meetings were held and the gap between twomeetings did not exceeding the period prescribed under Act. The details of Board'scomposition and attendance of each director are given in the corporate governance reportsection of this Annul Report.
8. COMMITTEES OF BOARD
During the year under review the Board had (3) three committees i. e theAudit Committee the Nomination and Remuneration Committee and the StakeholdersRelationship Committee. A detailed note on the composition of Committees is provided inthe corporate governance report section of this Annual Report.
9. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY
The Board of Directors of the Company at their meeting held on August 10 2018 hasgiven their approval to give Corporate Guarantee of Rs. 30 crores to 'Piramal Capital andHousing Finance Limited' for the credit facilities agreed to be granted to IITL Nimbusthe Express Park View Partnership Firm in which a company is a partner.
There has been no other material changes and commitments affecting the financialposition of the Company which occurred between the end of the financial year to which thefinancial statements relates and the date of the report.
10. 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.
11. LISTING OF SHARES
The Company's equity shares are listed with The BSE Limited. The annual listing fee forthe year 2017-2018 has been paid to stock Exchange.
12. PUBLIC DEPOSITS
During the year under review your Company has not invited /accepted any deposits frompublic in terms of provisions of Section 73 of the Companies Act 2013 read with theCompanies (Acceptance of Deposits) Rules 2014.
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.
14. 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 (Meeting of the Board and itsPower) Rules 2014 forming a part of notes to the financial statements of the Companyhave been provided in this Annual Report.
The shareholders at their meeting on 27th September 2017 and your Directorsat their meeting held on 27th September 2017 respectively have grantedcorporate guarantee to Nimbus India Limited a Group Company on the restructuring ofoutstanding loan including Funded Interest Term Loan (FITL) amounting to Rs. 346320000/-(Thirty Four Crore Sixty Three Lakh Twenty Thousand) including interest thereon up to theend of moratorium period and based on the terms and conditions of restructuring packagesanctioned to IITL-Nimbus The Express Park View (EPV II) Partnership Firm in which theCompany is a partner.
15. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
Pursuant to Section 134 (3) (h) of the Companies Act 2013 read with Rule 8(2) of theCompanies (Accounts) Rules 2014 the particulars of such transactions are provided inForm AOC-2 which is annexed herewith as "Annexure- I" to this report.Related Party disclosures have been provided in Note No. 34 to the financial statement.
16. RISK MANAGEMENT POLICY
The Company has a risk management framework comprising risk governance structure anddefined risk management processes. The risk governance structure of the Company is aformal organization s tructure with defined roles and responsibilities for riskmanagement. In the terms of the provisions of Section 134(3)(n) of the Companies Act2013 a risk management report is appended.
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.
17. 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 is overseen by the Audit Committee. The policyprovides safeguards against victimization of the whistle blower. Employees and otherstakeholders have direct access to the Chairman of the Audit Committee for lodging concernif any for review.
18. 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 disclosures asrequired under various provisions of the Companies Act 2013 and the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015.
19. REPORTING OF FRAUDS BY AUDITORS
During the year under review neither the statutory auditors nor the secretarialauditor has reported to the audit committee under Section 143(12) of the Companies Act2013 any instance of fraud committed against the Company by its officers or employeesthe details of which need to be mentioned in this Board's Report.
20. 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 em ployee 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.
21. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION
Your Company is engaged in real estate activity which i s not a power intensive sector.In view of the nature of activities the particulars as prescribed under Section 134(3)(m)of the Companies Act2013 read with Rule 8 of the Companies (Accounts) Rules 2014regarding Conservation of Energy and Technology Absorption are not applicable to theCompany.
22. FOREIGN EXCHANGE EARNINGS AND OUTGO
Pursuant to Section 134(3)(m) of the Companies Act2013 read with Rule 8 of theCompanies (Accounts) Rules 2014 there has been no foreign exchange inflow during theyear under review. However there is a foreign exchange outflow amounting to Rs. 274190/-(Rupees Two Lakh Seventy Four Thousand One Hundred Ninety Only) during the year underreview.
23. 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 ManagerialPersonnel) 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 two lakh or more. Further during the year under reviewthere was no employee of the Company employed for a part of year who was in receipt ofremuneration of rupees eight lakh and fifty thousand or more per month. Further therewere no employee(s) in the Company who was in excess of the remuneration drawn by themanaging director during the financial year 2017-18 and holds by himself or along with hisspouse and dependent children not less than 2% of the equity shares of the Company.
The Company has not granted any loan to its employee for purchase of its own sharespursuant to section 67(3) of the Companies Act 2013.
Furthermore the list of top ten employees in terms of remuneration had drawn duringthe financial year 201718 in annexed with the report as Annexure- III
24. AUDITOR'S REPORT AND AUDITORS
i) AUDITORS' REPORT
a) The Auditors' Report for the financial year 2017 -2018 does not contain anyqualification reservation or adverse remark. Further the report read together with thenotes on Accounts are self - explanatory and therefore in the opinion of the Directorsdo not call for any further explanation. The Auditors' Report is enclosed with thefinancial statements in this Annual Report;
b) The Secretarial Auditors' Report is enclosed as Annexure IVto the Board's report in this Annual Report. The Board wants clarify the points raised inMR-3 that:
> Part-B (II)(a) Steps have been initiated for dematerialization of these shares.
> Part-B (II)(b) the different interpretation of applicability of IND-AS on theCompany has caused the delay in approval and publishing of first quarterly results for theF.Y 2017-18.
c) As required by the SEBI (Listing Obligations & Disclosure Requirements) Reg.2015 the certificate on corporate governance is enclosed as Annexure-V tothe Board's report. The auditors' certificate for fiscal 2017-18 does not contain anyqualification reservation or adverse remark.
At the Annual General Meeting held on 30th September 2016 M/s. Oswal Sunil& Co. Chartered Accountants (FRN: 016520N) were appointed as Statutory Auditors ofthe Company to hold office till the conclusion of the 28th Annual General Meeting. Interms of Companies Amendment Act 2017 (came into force from May 7 2018) the firstproviso to Section 139 of the Companies Act 2013 i.e ratification at every Annual GeneralMeeting the appointment of the Auditors has been omitted. Accordingly M/s. Oswal Sunil& Co. Chartered Accountants will continue as Statutory Auditors of the Company tillthe conclusion of the 28th Annual General Meeting. They have confirmed that they are notdisqualified from continuing as Auditors of the Company.
iii) SECRETARIAL AUDITORS
Pursuant to the provision of Section 204 of the Companies Act 2013 the Board ofDirectors of your Company at meeting held on 30th May 2017 has re-appointed Mr. Kapil DevVashisth Practicing Company Secretary (Certificate of Practice no. 5458) as theSecretarial Auditors 2017-18.
iv) INTERNAL AUDITORS
Pursuant to the provision of Section 138 of the Companies Act 2013 the Board ofDirectors of your Company has re-appointed M/s. Goyal Tarun & Associates CharteredAccountants (FRN:-026112N) as the Internal Auditors for financial year 2017-2018.
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.
v) COST AUDITORS
In terms of the provisions of Section 148 of the Comapnies Acts 2013 read with theRules made there under Cost Audit is not applicable to your Company.
25. CORPORATE SOCIAL RESPONSIBILITY
The provisions of Section 135 of the Companies Act 2013 and Rules framed thereunderfor Corporate Social Responsibility (CSR) are not applicable to your Company.
26. SECRETARIAL STANDARDS
Your Directors state that applicable Secretarial Standards issued by the Institute ofCompany Secretaries of India (ICSI) and notified by Ministry of Corporate Affairs (MCA)have been duly followed by Company.
27. DIRECTOR'S RESPONSIBILITY STATEMENT
The financial statements are prepared in accordance with Indian Accounting Standards(Ind AS) under the historical cost convention on accrual basis except for certainfinancial instruments which are measured at fair values as per the provisions of theCompanies Act 2013 (to the extent notified) and sidelines issued by SEBI.
The IND-AS are prescribed under Section 133 of the Companies Act 2013 (theAct') read with Rule 3 of the Companies (Indian Accounting Standards) Rules 2015 andCompanies (Indian Accounting Standards) Amendment Rules 2016 effective April 1 2017 theCompany has adopted all the Ind AS standards and the adoption was carried out inaccordance with applicable transition guidance.
The accounting policies have been consistently applied except where a newly-issuedaccounting standard is initially adopted or a revision to an existing accounting standardrequires a change in the accounting policy hitherto in use.
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 2018 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 March 31 2018 and loss of the Company for that period;
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 effectively; and
f) systems to ensure compliance with the provisions of all applicable laws and thatsuch systems were adequate and operating effectively.
28. MANAGEMENT DISCUSSION & ANALYSIS REPORT
In terms of the provision of Regulation 34(2)(e) read with Schedule V of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 Management Discussion &Analysis Report for the financial year under review is presented in a separate sectionforming part of the Annual Report. This report is also annexed herewith as "Annexure-VT".
29. 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- VTT' to this report
30. PREVENTION PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORK PLACE
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.
31. EXTRACT OF ANNUAL RETURN
In accordance with Section 134(3)(a) of the Companies Act 2013 an extract of theannual return required in Form No. MGT-9 is annexed herewith as "Annexure -VIIT' to this report.
32. STATEMENT CONTAINING SALIENT FEATURES OF SUBSIDIARIES JOINT VENTURE/ASSOCIATECOMPANIES
During the period under review your Company does not have any subsidiary or jointventure companies.
However during the year under review Capital Infraprojects Private Limited (CIPL) andGolden Palms Facility Management Private Limited (GPFMPL) are two associate companies.During the financial year under review your directors have taken steps to dispose ofGPFMPL but the matter was withdrawn by the Board at their meeting held on 12thFebruary 2018 consequently GPFMPL continued to remain our associate company.
The highlights on the financial statements of both the associates are as follows:-
|Particulars ||Golden Palms Facility Management Private Limited 31st March 2018 (in Rs.) ||Capital Infraprojects Private Limited 31st March 2018 (in Rs.) |
|Total Revenue ||75263307 ||464444423 |
|Less : Expenses ||74178254 ||433805546 |
|Profit/(loss) before Interest Depreciation & Tax (EBITDA) ||1085053 ||30638877 |
|Finance Charges ||539205 ||98083997 |
|Depreciation ||32752 ||177574 |
|Provision for Income Tax (including for earlier years) ||146359 ||(37802) |
|Exceptional Items ||- ||3440680 |
|Net Profit/(Loss) After Tax ||366737 ||(71025572) |
During the period the overall performance of the Company has been decreased bycontribution of loss of Rs. 353.29 Lakh incurred by associate companies due to that theloss after tax has increased by Rs. 353.29 Lakh.
A statement containing salient features of the financial statements of associatecompanies pursuant to section 129 of the Companies Act 2013 read with Rule 5 of theCompanies (Accounts) Rules 2014 in the prescribed form AOC-1 is attached herewith andforms part of this Annual Report as "Annexure-IX."
33. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS
The Company has received necessary declaration from every Independent Directors underSection 149(7) of the Companies Act 2013 confirming that he/she meets the criteria ofindependence as laid down under Section 149(6) of the Act and Regulation 25 of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015.
34. BOARD POLICIES
Pursuant to applicable Provisions of the Companies Act 2013 read with SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the details of the policiesapproved and adopted by the Board are provided in Annexure- Xto this Board'sReport.
35. FAMILIARIZATION PROGRAMME
Pursuant to Section 178 of the Companies Act 2013 read with Companies (Meeting of theBoard and its powers) Rules 2014 and SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 yours Company had adopted a familiarisation programmefor Independent Directors to familiarise them with the Company their role rightsresponsibilities in the Company nature of the industry in which the Company operatesbusiness model management structure industry overview internal control system andprocesses risk management framework functioning of various divisions HR Management etc.
Your company aims to provide its Independence 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 familiarization programs maybe accessed on the website of the Company.
36. EVALUATION OF BOARD COMMITTEES AND DIRECTORS
Pursuant to Section 178(2) of the Companies Act 2013 read with Part-VIII of ScheduleIV of the Companies Act 2013 the Nomination & Remuneration Committee has beenempowered to devise a policy for performance evaluation mechanism for Board CommitteesDirectors /KMPs of the Company. SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 mandates that the Board shall monitor and review the Board evaluationframework. SEBI vide Circular dated January 5 2017 has issued a Guidance Note on BoardEvaluation for Listed Companies. This guidance note covers evaluation of Board/Directorson various parameters such as:
R Board dynamics and relationships R Information flows R Decision-making R Relationshipwith stakeholders R Company performance and strategy R Tracing Board and committees'effectiveness R Peerevaluation
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 committees thereof wasconducted based on the criteria and framework adopted by the Nomination & RemunerationCommittee and Board. The evaluation process has been further explained in the corporategovernance report. The Board approved the evaluation results as collated by the nominationand remuneration committee.
37. INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY
The Company has put in place an 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 otherregulatory/statutory compliances. All internal Audit findings and control systems areperiodically reviewed by the Audit Committee which provides strategic guidance oninternal control.
Your Directors wish to place on record their sincere appreciation for the assistancehelp and guidance provided to the Company by the Bankers Financial Institutions(s) andAuthorities of Central and State Government(s) from time to time. The Directors also placeon record their gratitude to the contribution made by our employees at all levels andshareholders of the Company for their continued support and confidence reposed in themanagement of the Company.
| ||For and on behalf of Board of Directors |
| ||Nimbus Projects Limited |
|Date: 10 August 2018 ||Bipin Agarwal |
|Place: New Delhi ||Chairman & Managing Director |
| ||DIN: 00001276 |