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Nimbus Projects Ltd.

BSE: 511714 Sector: Infrastructure
NSE: N.A. ISIN Code: INE875B01015
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Nimbus Projects Ltd. (NIMBUSPROJ) - Director Report

Company director report

Dear Members

Your Directors have pleasure in presenting their 24th (Twenty Fourth) AnnualReport on the business and operations together with the Audited Financial Statements ofthe Company for the Financial Year ended March 31 2017.

1. PERFORMANCE OF THE COMPANY:

The financial results of the Company for the year ended 31st March 2017 aresummarized below for your consideration.

Standalone Consolidated
Particulars For the Year Ended March 31 2017 For the Year Ended March 31 2016 For the Year Ended March 31 2017 For the Year Ended March 31 2016
(in Rs.) (in Rs.) (in Rs.) (in Rs.)
Total Revenue 80227948 84054037 80227948 84054037
Less :
1. Expenses 63239131 75385286 63239131 75385286
2. Shares of Loss in Partnership Firms 38907125 39467910 38907125 39467910
Profit/(loss) before Interest (21918308) (30798917) (21918308) (30798917)
Depreciation & Tax (PBITDA)
Finance Charges 4010331 11316774 4010331 11316774
Depreciation and Amortization 5426091 6319483 5426091 6319483
Provision for Income Tax (including for earlier years) 77603 1198836 77603 1198836
Net Profit/(Loss) After Tax (31432333) (49634010) (31432333) (49634010)
Share of Profit / (loss) of Associates - - (10307413) 1061702
Profit/(Loss) brought forward from previous year 24851331 74485341 30538347 74485341
Amount Available for 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 4625315
Profit/(Loss) carried to Balance Sheet (6581002) 24851331 (11201399) 30538347

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

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

a) Standalone results of operation:

During the financial year under review your Company's standalone revenue fromoperations is Rs. 802.28 Lakh as compared to revenue of Rs. 840.54 Lakh in last year adecrease of 4.55% %. The standalone loss after tax of your Company is Rs.314.32 Lakhcompared to loss of Rs. 496.34 Lakh in last year registering a decrease of 36.67% overthe last year.

All the above said decrease in revenue and profit/loss after tax are due to loss inpartnership firms with which the Company is developing all the projects. The projectsundertaken by the Company are under final stage of development. The Company is expected tocomplete these projects by next year and as a result revenue and profit will be generatedand financial position & ratios are expected be improved.

b) Consolidated Results of operation:

During the financial year under review your Company has consolidated the FinancialStatements w.r.t. to its Associate Companies viz Capital Infraprojects Private Limited andGolden Palms Facility Management Private Limited. The Company's consolidated revenue fromoperations is Rs. 802.28 Lakh as compared to revenue of Rs. 840.54 Lakh in last year adecrease of 4.55 %. The consolidated loss after tax of your Company is Rs.417.39 Lakhcompared to loss of Rs. 485.72 Lakh in last year registering a decrease of 14.07% overthe last year. The individual performance of these Associates Companies have beendiscussed under in relevant head of this report.

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) 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.

Projects developed by the Company:-

EXPRESS PARK VIEW I:

The Company is pleased to deliver its very first project namely "Express parkView" situated at Plot 10B Sector CHI V Greater Noida. Flats are being delivered tothe allottees and the process of execution of Sub-Lease Deed in favour of the allotteeshas been started and till 31st March 2017. The Company has executed 280Sub-Lease deeds in favour of the respective allottees. This Project consists of 332 flatsand 4 shops in totality out of which the Company has sold out 313 flats and 4 shops as on31st March 2017.

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 was previously scheduled to be completed in two phases. Plan forPhase-II was modified and is now proposed to be completed in two stages of three towerseach. As of now the project is divided into three phases out of which Construction of 17Towers in Phase-I is complete Firm has received Completion certificate for theseSeventeen Towers from the NOIDA and the possession of flats is in full swing. Till March2017 about 1299 allottees have taken the physical possession of their flats. As on 31stMarch firm has executed 793 SubLease Deed in favour of the allottees.

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 luxuriousamenities with plush lifestyle surrounded by 80% greenery with variety of palms flowershedges and ground cover. The lease hold area allotted to the project is around 39999.76Sq.mt. and is situated at Plot No – GH – 01/E Sector 168 Noida. Projectconsists of approx. 1408 flats of varying sizes including Studio Apartments. It isscheduled to be completed in three phases. Construction of 7 towers in Phase-I iscomplete Company has received Completion Certificate for these seven towers from theNOIDA and possession is in full swing. Till March 2017 313 allottees have taken thephysical possession of their flats. Also the process of Sub-Registration of flats willstart from September 2017.

EXPRESS PARK VIEW II: This Project is jointly developed by the Company with IITLProjects Limited and Assotech Limited. The Project was initially launched in two phasesi.e. Phase I & Phase II. The construction of Phase I comprising of 10 towers of total1320 residential flats was taken up and 699 flats have been sold as on date. Due toslowdown of the market the construction of Phase II could not be preceded. The Phase Icomprising of 10 towers is proposed to be released in three stages constituting of 3 4and 3 Towers. An application for Completion Certificate is filed with the Greater NoidaIndustrial Development Authority (GNIDA) and is in process. In June 2017 the firm hasmade an application to Greater Noida Industrial Development Authority (GNIDA) for partialsurrender of project land under Project Settlement Policy (PSP) the said authorities havein-principle accepted the request and formal response giving clarity is expected shortly.

GOLDEN PALM VILLAGE: This plot of land near F 1 racing track was allotted andscheduled to be developed by the Company jointly with IITL Projects Ltd and Assotech Ltdfor Residential flats from Yamuna Expressway Industrial Development Authority (YEIDA). Theconstruction work was planned but due to slow market sentiments it could not proceed eventhough efforts were to redesign the project. Now in line with the recently launchedProject Settlement Policy (PSP) by YEIDA the firm has made an application under ProjectSettlement Policy (PSP) to Yamuna Expressway Industrial Development Authority (YEIDA) forpartial surrender of project land admeasuring around 30995.70 sq. metres out of totalproject land area of around 102995.70 Sq. mtr. which is principally accepted by YEIDA andthe application is under process with them for final disposal. The firm is evaluatingoptions for development.

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 Registration

Towers

Registration

Towers

Registration

Phase

Registration

No.

No.

No.

No.

STU UPRERAPRJ9689 IJK UPRERAPRJ9947 ABLMN UPRERAPRJ10240 PHASE-1 UPRERAPRJ11031
YQR UPRERAPRJ9214 LL1MM1 UPRERAPRJ10096 O UPRERAPRJ10275 - -
HYDE PLAZA- UPRERAPRJ10533 I1J1K1 UPRERAPRJ10246 - - - -
COMMERCIAL

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 31 2017.

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) Rules 2016 the Company was not required to fileany form with the Ministry of Corporate Affairs.

4. SHARE CAPITAL

The paid-up Equity Share Capital of the Company as on March 31 2017 stood at Rs.74380000 (Rupees Seven Crore Forty Three Lakhs Eighty Thousand only) comprising7438000 Equity shares of Rs. 10/- each fully paid-up. The paid-up Preference ShareCapital of the Company as on March 31 2017 stood at Rs. 200000000 (Rupees Twenty CroreOnly) consisting of 20000000 8% Non–Cumulative Non-ConvertibleNon-Participating Compulsory 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.

5. DIRECTORS & KEY MANAGERIAL PERSONNEL

A. DIRECTORS : i) INDUCTION OF DIRECTOR

Mr. Debashis Nanda (DIN 00150456) was appointed as an Independent Director w.e.f 12thAugust 2016 and his appointment was regularized by the members at the Annual GeneralMeeting held on 30th September 2016. ii) RE-APPOINTMENT OF DIRECTOR RETIRINGBY 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. Lalit Agarwal (DIN: 00003903) retires by rotation at theensuing Annual General Meeting and being eligible offers himself for re-appointment. TheBoard recommends his re-appointment.

A 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 thedefination under Section 2(51) and Section 203 of the Act.

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

There has been no change in KMPs during the period under review.

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 OFTHE COMPANY

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 BSE Limited. The annual listing feesfor the year 2017-2018 have been paid to stock Exchange.

9. 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.

10. INDIAN ACCOUNTING STANDARDS (IND AS)

Your Company has adopted IND AS with effect from 1st April 2017 pursuant to Ministryof Corporate Affairs notification dated 16th February 2015 notifying the Companies(Indian Accounting Standards) Rules 2015. The IND AS is proposed to be implemented in theSPV's also to ensure consistent standards.

11. 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.

12. 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 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).

13. 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.

14. 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 theCompanies Act 2013 read with Rule 8(2) of the Companies (Accounts) Rules 2014 theparticulars of such transactions are provided in Form AOC-2 which is annexed herewith as"Annexure-I" to this report. Related Party disclosures as per AS-18 havebeen provided in Note No. 2.28 to the financial statement.

15. 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 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 pro-active approach in reporting evaluating and resolvingrisks associated 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.nimbusprojectsltd.com/pdf/Policies/Risk%20Management%20Policy.pdf

16. 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.nimbusprojectsltd.com/pdf/VIGIL%20MECHANISM%20%20WHISTLE%20BLOWER%20POLICY.pdf

17. 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 Act and the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015.

18. 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.

19. 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.

20. 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. 279634 /- (Rupees Two Lakh Seventy NineThousand Six Hundred Thirty Four Only) during the year.

21. 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) Rule 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 Fifty Thousand or more per month. Further there were noemployee(s) in the Company who was in excess of the remuneration drawn by the managingdirector during the financial year 2016-17 and holds by himself or along with his spouseand 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 2016-17 is annexed with the report as Annexure- III.

22. NUMBER OF MEETINGS OF THE BOARD

During the year under review 4 (Four) 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.

23. COMMITTEES OF BOARD

As on March 31 2017 the Board had (3) Three committees the Audit Committee theNomination & Remuneration Committee and the Stakeholders Relationship Committee. Adetailed note on the composition of the Board and its committees is provided in theCorporate Governance Report section of this Annual Report.

(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 putin place Audit Committee of Board of Directors comprising Mr. Surinder Singh Chawla(Non-Executive Independent Director) – Chairman Mr. Lalit Agarwal (Executive Non-Independent Director) –Member Mr. Debashis Nanda (Non-Executive IndependentDirector) – Member and Ms. Anu Rai (Non-Executive 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) NOMINATION & REMUNERATION COMMITTEE

In terms of Section 178 of the Companies Act 2013 (‘Act') read with Companies(Meeting of the Board and its Power) Rules 2014 and Regulation 19 of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 your Company has put in placeduly constituted Nomination & Remuneration Committee. The details of the compositionof the committee along with other details are available in the Corporate Governance Reportwhich is forming part of this Annual Report.

The Board has formulated policy on Nomination & Remuneration and the same may beaccessed at the web-linkhttp://www.nimbusprojectsltd.com/pdf/Policies/Remuneration%20Policy.pdf The details of theNomination & Remuneration Policy are given as ‘Annexure-IV' forming partof this Report. It is hereby affirmed that the Remuneration paid is as per theRemuneration Policy of the Company.

(iii) STAKEHOLDER'S RELATIONSHIP COMMITTEE

The Company has also formed Stakeholder's Relationship Committee in compliance to theSection 178(5) of Companies Act 2013 & Regulation 20 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015. The details about thecomposition of the said committee of the Board of Directors alongwith attendance thereofhas been provided in the Corporate Governance Report forming part of this report.

24. AUDITORS AND AUDITOR'S REPORT

i) AUDITORS

M/s. Oswal Sunil & Co. Chartered Accountants (FRN: 016520N) were appointed asstatutory auditors at the Annual General Meeting held on 30th September 2016for a term of consecutive Five years. As per the provisions of Section 139 of theCompanies Act 2013 the appointment of Auditors is required to be ratified by the Membersat every Annual General Meeting.

ii) AUDITORS' REPORT

Auditors' Report does not have qualifications 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 2016-17 by Statutory Auditor 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 2016-17. The Secretarial Audit Report for the Financial Yearended March 31 2017 is annexed herewith marked as "Annexure-V" to thisReport. The Secretarial Audit Report does not contain any qualification reservationadverse remark or disclaimer and hence no explanation is required thereon. v) INTERNALAUDITORS

The Board of Directors of your Company has re-appoint 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 Year2017-2018.

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.

vi) Cost Auditors

In terms of the provisions of section 148 read with the rules made there under CostAudit is not applicable to your company.

25. CORPORATE SOCIAL RESPONSIBILITY

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

26. DIRECTOR'S 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 2017 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 2017 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.

27. 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. This report is alsoannexed herewith as "Annexure - VI".

28. 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 - VII" to this report

29. 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.

30. 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 - VIII" to this report.

31. 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 M/s. Capital Infraprojects Private Limited (CIPL) and M/s.Golden Palms Facility Management Private Limited (GPFMPL) are two associate companies. Thehighlights on the financial statements of both the associate companies are as follows:-

Particulars *Golden Palms Facility Management Pvt. Ltd. Capital Infraprojects Pvt. Ltd.
31st March 2017 31st March 2017
(in Rs.) (in Rs.)
Total Revenue 60954278 1019880942
Less : Expenses 60331491 1011805529
Profit/(loss) before Interest Depreciation & Tax (EBITDA) 622787 8075413
Finance Charges 146041 41291317
Depreciation 32816 232043
Provision for Income Tax(including for earlier years) 137175 (28218)
Net Profit/(Loss) After Tax 306758 (33419729)

*Disposed off w .e .f 3rd June 2017.

During the period the overall performance of the company has been decreased bycontribution of loss of Rs. 103.07 Lakh by associate companies due to that loss after taxhas increased by Rs. 103.07 Lakh.

A statement containing salient feature of financial statements of associate companypursuant to section 129 of the Companies Act 2013 (Act) read with Rule 5 of the Companies(Accounts) Rules 2014 in the prescribed form AOC-1 is attached herewith and forms part ofthis Annual Report as "Annexure-IX." The Company has laid down policy onMaterial subsidiary and the same is placed on the website of the Company. The said policymay be accessed at the following web-link. http://www.nimbusprojectsltd.com/pdf/Policy_On_Material.pdf

32. 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.

33. FAMILIARIZATION PROGRAMME

As per requirement under the provisions of Section 178 of the Companies Act 2013 readwith Companies (Meeting of the Board and its powers) Rules 2014 and SEBI (ListingObligations and Disclosure Requirements) Regulations 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 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 familiarisation program may be accessed on the Company's websitehttp://www.nimbusprojectsltd.com

34. EVALUATION OF BOARD COMMITTEES AND DIRECTORS

Section 178(2) of the Companies Act 2013 read with Part-VIII of Schedule IV of theCompanies Act 2013 the Nomination & Remuneration Committee has been empower to devisea policy for Performance Evaluation

Mechanism for Board Committees Directors /KMPs of the Company. SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 mandates that the Board shallmonitor and review the Board evaluation framework.

SEBI vide Circular dated January 5 2017 has issued a Guidance Note on Board Evaluationfor Listed Companies. This guidance note covers evaluation of Board/Directors on variousparameters 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 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 Nomination& Remuneration Committee.

35. INTERNAL FINANCIAL CONTROL

The Company has put in place an established internal financial control system to ensurethe orderly 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

Your Directors wish to place on record their sincere appreciation for the assistancehelp and guidance provided to the Company by the Bankers Financial Institution(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
Bipin Agarwal
Place: New Delhi Chairman & Managing Director
Date: 25th August 2017 DIN: 00001276