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Nimbus Projects Ltd.

BSE: 511714 Sector: Infrastructure
NSE: N.A. ISIN Code: INE875B01015
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OPEN 27.55
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VOLUME 351
52-Week high 43.05
52-Week low 15.00
P/E
Mkt Cap.(Rs cr) 30
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Nimbus Projects Ltd. (NIMBUSPROJECTS) - Director Report

Company director report

Dear Members

Your Directors have pleasure in presenting their 27 (Twenty Seventh) Annual Report onthe business and operations together with the Audited Financial Statements of the Companyfor the Financial Year ended March 31 2020.

1. PERFORMANCE OF THE COMPANY:

The financial results of the Company for the year ended 31st March 2020 aresummarized below for your consideration.

Particulars

Standalone

Consolidated

For the year ended March 31 2020 (In Rs.) For the year ended March 31 2019 (In Rs.) For the year ended March 31 2020 (In Rs.) For the year ended March 31 2019 (In Rs.)
Total Revenue 590010532 89012056 590010532 89012056
Less :
1. Expenses 48752673 25639357 48752673 25639357
2. Shares of Loss in Partnership Firms 102725429 127156370 102725429 127156370
Pro t/(loss) before Interest Depreciation & Tax
(PBITDA) 438532430 (63783671) 438532430 (63783671)
Finance Charges 266328086 85562169 266328086 85562169
Depreciation and Amortization 3863820 4569365 3863820 4569365
Provision for Income Tax 8925328 1342138 8925328 1342138
(including for earlier years)
Share of Pro t / (loss) of Associates - - 62481593 (62514668)
Net Pro t/(Loss) After Tax 159415195 (155257344) 221896788 (217772011)
Pro t/(Loss) brought forward from previous year (517808056) (362884596) (630711945) (413401798)
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 Pro ts/Reserves NIL NIL NIL NIL
Pro t/(Loss) carried to Balance Sheet 159415195 (155257344) 221896788 (217772011)
Other comprehensive income
a) Items that will not be reclassi ed subsequently to profit or loss 538488 (436343) 538488 (436343)
b) Items that will be reclassi ed subsequently to profit or loss (123206) 102459 (130813) (25522)
Total Comprehensive Income 158999913 (154923460) 221489112 (217310147)

previous year gures have been regrouped/rearranged wherever necessary.

Note: the above gure 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. 950.75 Lakh as compared to revenue ofRs. 465.40 Lakh in last year an increase of 104.29 %.

The standalone profit after tax of your Company is Rs. 1594.15 Lakh compared to loss ofRs.1552.57 Lakh in last year registering an increase in Pro t of 202.68 % over the lastyear. The above said increase in profit after tax is due to change in fair value ofpreference share liabilities and investment in equity & preference shares of company.

b) Consolidated Results of operation: During the financial year under review yourCompany has consolidated its Financial Statements w.r.t. to its Associate Companies vizCapital Infraprojects Private Limited and Golden Palm Facility Management Private Limited.The Company's consolidated revenue from operations is Rs. 950.75 Lakh as compared torevenue of Rs. 465.40 Lakh in last year a increase of 104.29 %. The consolidated profitafter tax of your Company is Rs 218.97 Lakh compared to loss of Rs. 2177.72 Lakh in lastyear registering an increase of 201.89% over the last year. The individual performance ofthese Associate Companies have been discussed under the relevant head of this report.

3. EMERGENCE OF COVID-19

Towards the end of the financial year 2019-20 the World Health Organisation (WHO)declared Covid-19 a pandemic and the outbreak which infected millions has resulted indeaths of a significant number of people globally. Covid-19 is seen having anunprecedented impact on people and economies worldwide including Indian economy. Realestate market in our country is still adapting itself with the impact of demonetizationimplementation of RERA and the sudden lockdown imposed by Covid-19 outbreak has draggedits feet in the first quarter of current financial year 2020-21. The availability oflabour may become a larger challenge in the coming months. While the current customersentiments accumulation of inventories with developers cancellation of booked ats andreverse migration of the migrant workforce pose challenges to real estate market howeverthe Company is quite con dent that the demand situation will pick up progressively and allother constraints would be eased out after the end of second quarter of financial year2020-21.

During the period starting from 1 April 2020 till the date of this report theCompany's management has made initial assessment of likely adverse impact on business andfinancial risks on account of Covid-19 and that the management does not see any medium tolong term risks in the Company's ability to continue as a going concern and meeting itsliabilities and compliance with the debt covenants as applicable.

The Company is taking all necessary measures in terms of mitigating the impact of thechallenges being faced in the business. The Company is working towards being resilient inorder to sail through the current situation.

BUSINESS OVERVIEW

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 ats through Special Purpose Vehicles (SPVs) and these SPVs have been allottedplots of land on long term lease under Builders Residential Scheme (BRS) of the NewOkhala 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 project namely"Express Park View" situated at Plot 10B Sector CHI V Greater Noida. Flats arebeing delivered to the allottees and the process of execution of sub-Lease Deed in favourof the allottees has been started and till 31st March 2020 the Company has executed 300Sub-Lease deeds in favour of the respective allottees. This Project consists of 332 ats intotal out of which the Company has sold out 318 ats as on 31st March 2020.

2. OTHER PROJECTS BEING DEVELOPED BY THE COMPANY ALONGWITH SPVS:

IITL-NIMBUS THE HYDE PARK NOIDA:Close vicinity with proposed Metro station Expressway shopping complexes Educational hub & hospital are the major highlights of theproject- The Hyde Park Noida and is adjoining a large cluster of premium Housing Projectson one side and green area on the other side. The lease hold area allotted to the projectis around 60348.53 Sq.mt. and is situated at Sector 78 Noida. Project consists of approx.

2092 ats in total. The construction of the whole project is completed and the firm hasalso obtained the completion Certificate for the whole project comprising of 23Residential towers and a commercial complex. The possession of ats & commercial shopsis in full swing. Till March 2020 2026 ats were sold by the firm and 1972 allottees havetaken the physical possession of their ats. As on 31st March Company has executed 1496Sub-Lease Deed in favour of the allottees.

The firm has also handed over the maintenance of common areas & facilities to theResident Welfare Association duly constituted under the Provisions of the SocietiesRegistration Act 1860.

THE GOLDEN PALMS: IT corridor Malls and Golf course are the major highlights ofthe project Golden Palms Noida. Living at Golden Palms is full of luxurious amenitieswith plush lifestyle surrounded by 80% greenery with variety of palms owers hedges andground cover. The lease hold area allotted to the project is around 39999.76 Sq.mt. and issituated at Plot No GH 01/E Sector 168 Noida. Project consists of approx. 1403 ats ofvarying sizes including Studio Apartments. The construction of the whole project iscompleted and the company has also obtained the completion Certificate for the wholeproject comprising of 13 Residential towers including commercial Area and the possessionof ats & commercial shops is in full swing. Till March 2020 1271 ats were sold by thefirm and 1035 allottees have taken the physical possession of their ats. As on 31st March2020 Company has executed 558 Sub-Lease Deed in favour of the allottees.

EXPRESS PARK VIEW II: This Project is jointly developed by the Company with IITLProjects Limited. The firm has constructed total no. of 10 towers in the project "THEEXPRESS PARK VIEW" out of which 7 towers (I J K L L1 M & M1) have beencompleted and Completion Certificate has been duly received from Competent Authority. Forthe remaining three towers i.e. I1 J1 & K1 Firm has already applied for CompletionCertificate. The project comprises of total no. of 1320 ats out of which 830 ats has beensold out till March 2020. And 434 allottees have taken possession of ats till March 302020.

Firm has recently launched the Commercial Area in the project in the name of "ThePark Street" It consists of 39 Commercial Shops. The Commercial area is separatelyregistered as independednt project under Real Estate (Regulation & Development) Act2016. The registration no. of the project is UPRERAPRG180127. The date of Completion ofthe Project is 30 September 2021.

THE GOLDEN PALM VILLAGE - This plot of land near F1 racing track was allotted andscheduled to be developed by the Company jointly with IITL Projects Ltd for Residentialats from Yamuna Expressway Industrial Development Authority (YEIDA). The construction workwas planned but due to slow market sentiments it could not proceed even though effortswere to redesign the project. Now in line with the recently launched Project SettlementPolicy (PSP) by YEIDA the firm has made an application under Project Settlement Policy(PSP) to Yamuna Expressway Industrial Development Authority (YEIDA) for partial surrenderof project land admeasuring around 30995.70 sq. metres out of total project land area ofaround 102995.70 sq.mtr which is principally accepted by YEIDA and the application isunder process with them for nal disposal. The firm is evaluating options for development.

4. DIVIDEND AND RESERVES

The Board of Directors has decided not to recommend any dividend for the financial yearended March 31 2020. During the year under review the Company has not transferred anyamount to any reserve.

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 le any form with the Ministry of Corporate A airs.

5. SHARE CAPITAL

The issued subscribed and paid up equity share capital of the Company as on March 312020 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 2020 was Rs. 200000000/- (Rupees Twenty Crore Only) consisting of 20000000 Zero% Non Cumulative Non-Convertible Non-Participating Compulsory Redeemable PreferenceShares of Rs. 10/- each fully paid up. The issued capital of Redeemable Preference Shareshas been considered as other financial liability in the financial statements inaccordance with the requirements of Ind-AS.

During the year under review there was no change in the capital structure of theCompany.

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

6. DIRECTORS & KEY MANAGERIAL PERSONNEL

A. DIRECTORS:

i. 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) is liable to retire by rotationat the ensuing Annual General Meeting. He being eligible seeks his re-appointment asDirector at the 26th Annual General Meeting of the Company. The Nomination andRemuneration Committee has also reviewed his candidature for re-appointment of directorliable to retire by rotation.

ii. The Nomination and Remuneration Committee and the Board at their respectivemeetings held on 28th August 2020 have recommended the re-appointment of Mr. DebashisNanda (DIN: 00150456) as Non Executive Independent Director for another term of 5consecutive years. His first term of 5 years as Independent Director of the Company isgoing to expire on 11th August 2021. Therefore it is proposed to re-appoint him asIndependent Director for second consecutive term of 5 years from 12th August 2021 to 11thAugust 2026 subject to approval of Members at the 27th Annual General Meeting of theCompany by passing a Special Resolution.

iii. Mr. Bipin Agarwal (DIN 00001276) was re-appointed as Managing Director &designated him as Chairman and Managing Director' of the Company for a period of three (3)years w.e.f 31st August 2019 by members of company through passing a Special Resolutionat the 26 Annual General Meeting held on 30 September 2019 and his directorship shall beliable to retire by rotation.

iv. Mr. Surinder Singh Chawla (DIN 00398131) was re-appointed as Independent Non-Executive Director of the Company for second tenure of ve (5) year with effect from theconclusion of the 26th Annual General Meeting till the conclusion of the 31st AnnualGeneral Meeting to be held in the year 2024 by the members of the Company through passinga Special Resolution in the 26 Annual General Meeting held on 30 September 2019 and hisofficeshall not be liable to retire by rotation.

v. Ms Anu Rai (DIN 07132809) was re-appointed as Independent Non- Executive WomanDirector of the Company for second consecutive term from 28th March 2020 to 27th March2025 by members of the Company through passing a Special Resolution at the 26th AnnualGeneral Meeting held on 30th September 2019 and her officeshall not be liable to retireby rotation.

vi. Mr. Lalit Agarwal (DIN 00003903) was appointed as a Non Executive NonIndependent Director w.e.f September 30 2019 by the members of the Company throughpassing an Ordinary Resolution at the 26th Annual General Meeting held on 30th September2019. His officeis liable to retire by rotation.

vii. Mr. Prabhat Kumar Srivastava (DIN: 07600968) resigned as Non-Executive NonIndependent Director of the Company form the close of officehours on November 11 2019 topursue other interests and commitments. The Board places on records its deep appreciationfor the services rendered by Mr. Prabhat Kumar Srivastava during his tenure as Directorand Member of various committees of the Board of Directors of the Company.

A brief resume and other details relating to the Directors seeking re-appointment asstipulated under Regulation 36(3) of the SEBI (Listing Obligation 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.

B. KEY MANAGERIAL PERSONNEL:

During the year under review the Company has following Key Managerial Personnel as perthe de nition of Section 2(51) read with Section 203 of the Companies Act 2013.

S.No. Name Designation(s)
1. Mr. Bipin Agarwal Chairman & Managing Director
2. Mr. Jitender Kumar Chief Financial Officer
3. Mr. Sahil Agarwal Company Secretary and Compliance Officer

7. CHANGE IN THE NATURE OF BUSINESS IF ANY

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

8. NUMBER OF MEETINGS OF THE BOARD

During the year under review 4 (Four) 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.

9. COMMITTEES OF BOARD

During the year under review the Board had (3) three committees i.e the AuditCommittee the Nomination and Remuneration Committee and the Stakeholders RelationshipCommittee. A detailed note on the composition of Committees is provided in the corporategovernance report section of this Annual Report.

10. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION

OF THE COMPANY

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.

11. 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.

12. LISTING OF SHARES

The Company's equity shares are listed with the BSE Limited (stock exchange). Theannual listing fee for the year 2020-21 has been paid to stock exchange.

13. DEMATERIALISATION OF SHARES

As on 31 March 2020 89.98% of the Company's total equity paid up capital representing6692887 equity shares are held in dematerialized form. SEBI (Listing Obligations &Disclosure Requirements) Regulations 2015 mandates that the transfer except transmissionand transposition of securities shall be carried out in dematerialized form only witheffect from 1st April 2019. The Company has directly sent intimation to shareholders whoare holding shares in physical form advising them to get their shares dematerialized.

14. 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 and as such no amount on account ofprincipal or interest on deposits from public was outstanding as on the date of thebalance sheet.

The Ministry of Corporate A airs (MCA) has amended the Companies (Acceptance ofDeposits) Rules 2014 pursuant to which the Company is required to le with the Registrarof Companies (ROC) requisite annual return in Form DPT-3 for outstanding receipt ofmoney/loan by the Company which is not considere as deposits. The annual return for thefinancial year ended 31 March 2020 has been led by the Company.

15. INSURANCE

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

16. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

Particulars of loans guarantees or investments covered under the provisions ofSection 186 of the Companies Act 2013 and Regulation 34(3) readwith Schedule V of theSEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 are mentionedin the notes forming part of the financial statements.

17. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the financial year 2019-20 the Company has entered transactions with relatedparties as defined under Section 2(76) of the Companies Act 2013 read with Companies(Speci cation of De nitions Details) Rules 2014 and provisions of SEBI (ListingObligations & Disclosure Requirements) Regulations 2015 all of which were entered inthe ordinary course of business and on arm's length basis and in accordance with theprovisions of the Companies Act 2013 read with the Rules issued thereunder and as perListing Regulations. Further there were no transactions with related parties whichqualify as material transactions under the Listing Regulations.

All transactions with related parties were approved by the Audit Committee. The AuditCommittee has also granted omnibus approval to the repetitive related party transactionsand these transactions were quarterly reviewed by the Committee. The Company has a Boardapproved policy on dealing with related party transactions and the same has been uploadedon the Company's website at:

https://www.nimbusprojectsltd.com/pdf/NPL%20RPT%20Policy_Nimbus%20Projects%20Limitedfirevised.pdf

The details of the related party transactions as per Indian Accounting Standard (INDAS) - 24 are set out in Note No. 32 to the Standalone Financial Statements and Note No. 28to the Consolidate financial Statements forming part of this Annual Report.

The Form AOC - 2 pursuant to Section 134(3)(h) of the Companies Act 2013 read withRule 8(2) of the Companies (Accounts) Rules 2014 is set out as Annexure- I to thisreport.

18. RISK MANAGEMENT POLICY

Pursuant to the provisions of Section 134(3)(n) of the Companies Act 2013 the Companyhas identified risks that may threaten its existence. The Company has framed a riskmanagement policy.The main objective of the risk management policy of the Company is toensure sustainable business growth with stability and to promote a pro-active approach inreporting evaluating and resolving risks associated with the business. In order toachieve the key objective the policy establishes a structured and disciplined approach toRisk Management in order to guide decision on risk related issues.

The Company identi es all strategic operational and financial risks that the Companyfaces by assessing and analyzing the latest trends in risk information availableinternally and externally and using the same to plan for risk management activities.

Pursuant to Regulation 21 of the SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015 the Company is not required to constitute a riskmanagement committee.

19. 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. The details of such policy are available on the website of theCompany.

During the Financial Year 2019-20 there were no complaints received under themechanism.

20. STATUTORY DISCLOSURES

None of the Directors of your Company is disqualified as per the provisions of Section164 and 167 of the Companies Act 2013 Act. The Directors of the Company have madenecessary disclosures as required under various provisions of the Companies Act 2013 andthe SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

21. 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 o cers or employees thedetails of which need to be mentioned in this Board's Report.

22. HUMAN RESOURCES

Employees are our vital and most valuable assets and we have created a favorable workenvironment in our organization. During the financial year under review there were 7employees on the Company's payroll and industrial relations during the year under reviewremained cordial.

23. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

Your Company is engaged in real estate activity which is 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.

24. 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 in flow and out flow during the yearunder review.

25. REMUNERATION DETAILS OF DIRECTORS KEY MANAGERIAL PERSONNEL AND EMPLOYEES

The Company has put in place a Nomination and Remuneration Committee in accordance withthe requirements of the Companies Act 2013 readwith the Rules made thereunder andRegulation 19 of the SEBI

(Listing Obligations & Disclosure Requirements) Regulations 2015. The detailsrelating to the same are given in the Corporate Governance section forming part of thisBoard Report.

The details of the remuneration of directors key managerial personnel and employees interms of Section 197(12) read with Companies (Appointment and Remuneration ManagerialPersonnel) 2014 are 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 fty thousand or more per month. Further there wereno employee(s) in the Company who was in excess of the remuneration drawn by the managingdirector during the financial year 2019-20 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

2019-20 in annexed with the report as Annexure- III

26. AUDITORS AND AUDITOR'S REPORT

i) STATUTORY AUDITORS

At the 23 Annual General Meeting held on 30 September 2016 M/s. Oswal Sunil & Co.Chartered Accountants (FRN: 016520N) were appointed as Statutory Auditors of the Companyto hold officetill the conclusion of the 28th Annual General Meeting. In terms ofCompanies Amendment Act 2017 (came into force from May 7 2018) the first proviso toSection 139 of the Companies Act 2013 i.e rati cation at every Annual General Meeting theappointment of the Auditors has been omitted. Accordingly M/s. Oswal Sunil & Co.Chartered Accountants will continue as Statutory Auditors of the Company till theconclusion of the 28th Annual General Meeting. They have con rmed that they are notdisqualified from continuing as Auditors of the Company.

ii) SECRETARIAL AUDITORS

Pursuant to the provision of Section 204 of the Companies Act 2013 the Board ofDirectors of your Company at meeting held on 25th May 2019 had appointed Mr. Kapil DevVashisth Practicing Company Secretary (Certi cate of Practice No. 5458) as theSecretarial Auditors for the financial year 2019-20.

iii) INTERNAL AUDITORS

Pursuant to the provision of Section 138 of the Companies Act 2013 the Board ofDirectors of your Company at meeting held on 25th May 2019 had appointed M/s. Goyal Tarun& Associates Chartered Accountants (FRN:-026112N) as the Internal Auditors forfinancial year 2019-20.

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.

iv) COST AUDITORS

In terms of the provisions of Section 148 of the Companies Acts 2013 read with theRules made there under

the maintenance of cost records and provisions of cost audit are not applicable to yourCompany.

v) AUDITORS' REPORT

a) The Auditors' Reports for the financial year 2019-2020 does not contain any qualication reservation or adverse remark. Further the report read together with the notes onAccounts are self explanatory and therefore in the opinion of the Directors do not callfor any further explanation. The Auditors' Report is enclosed with the financialstatements in this Annual Report;

b) The Secretarial Auditors' Report for the financial year 2019-2020 is enclosed as AnnexureIV to the Board's Report in this Annual Report. Regarding delay in maintenanceof digital data base per Regulation 3(5) of the SEBI (PIT) 2015 as pointed out in theSecretarial Audit Report the Board comments that the digital data base has been installedbefore signing of this report.

c) As required by the SEBI (Listing Obligations & Disclosure Requirements)Regulation 2015 a certificate on compliance conditions on corporate governance is enclosedas Annexure-V to the Board's report. The auditors' certificate for financialyear 2019-2020 does not contain any quali cation reservation or adverse remark.

Pursuant to Regulation 24A of SEBI (Listing Obligations & Disclosure Requirements)Regulation 2015 read with SEBI Circular CIR/CFD/CMD1/27/2019 dated February 08 2019 aSecretarial Compliance Report was led by the Company to the stock exchanges withinprescribed time for the financial year 2019-20. A copy of the certificate is enclosed as Annexure-VIto the Board's report.

27. 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.

28. SECRETARIAL STANDARDS

Your Directors state that applicable Secretarial Standards issued by the Institute ofCompany Secretaries of

India (ICSI) and notified by Ministry of Corporate A airs (MCA) have been duly followedby Company.

29. DIRECTOR'S RESPONSIBILITY STATEMENT

To the best of their knowledge and belief your Directors make the following statementsin terms of Section

a) in the preparation of the annual accounts for the financial year ending 31 March2020 the applicable accounting standards had been followed alongwith proper explanationrelating to material departures;

b) they have selected such accounting policies as mentioned in Note No. 1 of the annualfinancial statements and applied them consistently and made judgements and estimates thatare reasonable and prudent so as to give a true and fair view of the state of a airs ofthe Company as at March 31 2020 and profit of the Company for that period;

c) they have 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) 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) they have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such system were adequate and operating effectively.

30. 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-VII".

31. CORPORATE GOVERNANCE

A separate Section on Corporate Governance practices followed by your Company asstipulated under Regulation 34(3) read with Schedule V(C) of the SEBI (LODR) Regulations2015 is enclosed and forms a part of this report.

A certificate of the Practising Company Secretary issued by Mr. Kapil Dev Vashisthregarding compliance of conditions of corporate governance as stipulated under Schedule V(E) of the SEBI (LODR) Regulations 2015 is annexed as "Annexure - VIII"to this report.

32. PREVENTION PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT OF WOMEN AT

WORK PLACE

Your Directors state that during the year under review pursuant to the SexualHarassment of Women at

Workplace (Prevention Prohibition and Redressal) Act 2013 the Company was notrequired to constitute an internal complaints committee. Further there were no complaintsor cases led pursuant to the Sexual

Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.

33. 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 - IX"to this report. A copy of annual return is available at the website site of the Company

https://www.nimbusprojectsltd.com/pdf/ar/ANNUAL%20RETURN_2018-19_NPL.pdf

34. STATEMENT CONTAINING SALIENT FEATURES OF SUBSIDIARIES JOINT VENTURE

ASSOCIATE COMPANIES

During the period under review your Company does not have any subsidiary or jointventure companies.

During the period under review your company has two Associate Companies: M/s. GoldenPalms Facility Management Private Limited and M/s. Capital Infraprojects Private Limited.The highlights on the financial statements of both the associates are as follows:

Golden Palms Facility Management Private Limited as at 31 March 2020 (in Rs.) Capital Infraprojects Private Limited as at 31 March 2020 (in Rs.)
Total Revenue 185627116 962570155
Less : Expenses 184838246 844133601
Pro t/(loss) before Interest Depreciation & Tax (EBITDA) 788870 118436554
Finance Charges 1294393 158205914
Depreciation 69209 1728933
Provision for Income Tax (including for earlier years) (27270) -
Exceptional Items - -
Net Pro t/(Loss) After Tax (547462) (52498293)

During the period the overall performance of the Company has been increased by reversalof post-acquisition (loss) of associate company (CIPL) of Rs. 627.48 Lakh and decreased bycontribution of loss of Rs. 2.66 Lakh incurred by associate company (GPFMPL). Due to thatthe profit after tax on consolidation has been increased by Rs. 624.82 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-X."

35. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS

The Company has received necessary declaration form all Independent Directors of theCompany that they meet the criteria of independence as laid down under Section 149(6) ofthe Act and Regulation 16(1) (b) of the Listing Regulations. In the opinion of the Boardthe Independent Directors fulfill the conditions of independence specified in Section149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations. All IndependentDirectors have enrolled themselves in the data bank maintained by Indian Institute ofCorporate A airs (IICA) with in prescribed time.

36. BOARD POLICIES

Pursuant to applicable provisions of the Companies Act 2013 and SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the details of the policiesapproved and adopted by the Board are provided in Annexure- XI to thisBoard's Report.

37. FAMILIARIZATION PROGRAMME

Pursuant to Section 178 of the Companies Act 2013 read with Companies (Meeting ofthe Board and its powers) Rules 2014 and SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 yours Company had

adopted a familiarisation programme for Independent Directors to familiarise them withthe Company their role rights responsibilities in the Company nature of the industryin which the Company operates business model management structure industry overviewinternal control system and processes risk management framework etc.

Your company aims to provide its Independence Directors insight into the Company'sbusiness model enabling them to contribute effectively. The details of familiarizationprograms may be accessed on the website of the Company at:https://www.nimbusprojectsltd.com/pdf/Familiarization/DETAILS%20OF%20FAMILIARIZATION %20

PROGRAMMEE_NIMBUS%20PROJECTS%20LIMITED.pdf

38. EVALUATION OF BOARD COMMITTEES AND DIRECTORS

Pursuant to Sections 134(3)(p) 178(2) of the Companies Act 2013 read with Part-VIIIof Schedule IV of the Companies Act 2013 the Nomination & Remuneration Committee(NRC) shall specify the manner for effective evaluation of performance of the Board itscommittees and individual directors. The evaluation can be carried out by the Board or bythe NRC or by independent agency. The NRC shall review and its compliance.

Further Schedule IV of the Companies Act 2013 and Regulation 17(10) of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 state that the performanceevaluation of independent directors shall be done by the entire Board of Directorsexcluding the director being evaluated. SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 mandates that the Board shall monitor and review theBoard evaluation framework. SEBI vide Circular dated January 5 2017 has issued a GuidanceNote on Board Evaluation for Listed Companies. This guidance note covers evaluation ofBoard/Directors on various parameters such as:

? Board dynamics and relationships

? Information ows

? Decision-making

? Relationship with stakeholders

? Company performance and strategy

? Tracking Board and committees' effectiveness

? Peer evaluation

The evaluation of all directors the board as a whole and its committees thereof forthe financial year 2019-20 was conducted based on the criteria and framework adopted bythe Nomination & Remuneration Committee. The evaluation process has been furtherexplained in the corporate governance report. The Board approved and took note of theevaluation results as collated by the nomination and remuneration committee.

39. INTERNAL FINANCIAL CONTROL (IFC) AND ITS ADEQUACY

The Company has put in place an internal financial control system within the meaningof the explanation to Section 134(5)(e) of the Companies Act 2013 to ensure the orderlyand efficient conduct of its business including adherence to Company's policies thesafeguarding of its assets the prevention and detection of frauds and errors and properrecording of financial & operational information compliance of various internalcontrol and other regulatory/statutory compliances.

All internal Audit findings and control systems are periodically reviewed by the AuditCommittee which provides strategic guidance on internal control.

For the year ended 31st March 2020 the Board is of the opinion that the Company hasadequate IFC commensurate with the nature and size of its business operations andoperating effectively and no material weakness exists.

ACKNOWLEDGEMENTS

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 con dence reposed in themanagement of the Company.

For and on behalf of Board of Directors

Nimbus Projects Limited

Bipin Agarwal

Chairman & Managing Director

DIN: 00001276

Date: 28 August 2020

Place: New Delhi

.