BOARD'S REPORT Your Directors have pleasure in presenting the 22nd Annual Report of the Company together with the Audited Accounts for the year ended March 31, 2015. Results of operations and state of Company's affairs The total income of the Company for the year ended 31st March, 2015 is Rs. 2120.80 lakhs against Rs. 2001.46 lakhs during the previous financial year an increase of 5.96% in comparison to last years total income of the Company. The Company posted a net profit of Rs. 15.37 lacs for the year ended 31st March, 2015 against a loss of Rs. 447.29 lakhs during the previous financial year. No material changes and commitments have occurred after the close of the financial year till date of this report which affects the financial position of the Company. Business The Company is engaged in Real Estate business, construction of Group housing Societies in the National Capital Region (NCR). Apart from constructing its own project, the Company is also engaged in construction of residential flats through Special Purpose Vehicles (SPVs) and these SPVs have been allotted plots of land on long term lease, under Builders Residential Scheme (BRS) of the New Okhala Industrial Development Authority (NOIDA) and Yamuna Expressway Authority (YEA). The total lease hold area allotted to the Company alongwith SPVs is around 2,65,000 sq. meters andthe projects are under various stages of construction. Project 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. Rats are being delivered to the allottees and the process of execution of Sub- Lease Deed in favour of the allottees has been started. This project consists of 332 flats in totality, out of which the Company has sold out 310 flats as on date. Being a first project, your Company is extra vigilant for the process of delivery and ensuring to comply with the complete legal formalities thereby safeguarding and protecting the best interest of the end users. Other Projects being developed by the Company alongwith SPVs: THE HYDE PARK - Close vicinity with proposed Metro station, Express way, shopping complexes, Educational hub & hospital are the major highlights of the project- The Hyde Park, Noida and is adjoining a large cluster of premium Housing Projects on one side and green area on the other side. The lease hold area allotted to the project is around 60348.53 Sq.mt. and is situated at Sector 78, Noida. Project consists of approx. 2100 flats in total. It is scheduled to be completed in two phases.Construction of Towers in Phase-I is complete and are ready for possession in phased manner. THE GOLDEN PALMS - IT corridor, malls and Golf course are the major highlights of the project - Golden Palms, Noida. Living at Golden Palms is full of luxurious amenities with plush lifestyle surrounded by 80% greenery with variety of palms, flowers, hedges and ground cover. The lease hold area allotted to the project is around 39999.76 Sq.mt. and is situated at Plot No - GH - 01/E, Sector 168, Noida. Project consists of approx. 1400 flats of varying sizes including Studio Apartments. Possession of flats shall be started from March 2016 in phased manner. EXPRESS PARK VIEW II - Carved with innovation, Situated at unmatched location and well connected to Yamuna Expressway are the major highlights of the project - EPV II, Greater Noida. The lease hold area allotted to the project is around 52493.16 Sq.mt. and is situated at Plot No - 10C, Sector CHI V, Greater Noida right on the Expressway. Project consists of approx. 1700 flats of varying sizes. Possession of flats shall be started from June 2016 in phased manner. GOLDEN PALM VILLAGE: We are also coming up with New Prestigious Housing Projects with the Name of The Golden Palm Village near the F-l Racing Track. All these Projects have earned good name & fame for the Company over a period of time. Transfer to Reserves During the year under review, there is no transfer to reserves. Dividend In view of the inadequate profits and to conserve the resources of the Company, no dividend has been proposed for the year ended March 31, 2015. Changes in Directors and Key Managerial Personnel Directors The Board of Directors on the recommendation of the Nomination and Remuneration Committee had appointed Ms. Anu Rai as an Additional Director under the category of Non Executive, Independent Woman Director with effect from March 28, 2015. Your Director's seek the appointment of Ms. Anu Rai as an Independent Director for a period of 5 (five) consecutive years with effect from March 28, 2015 at the ensuing Annual General Meeting. The Company has received Notice in writing from a Member alongwith the deposit of the requisite amount under Section 160 of the Companies Act, 2013 proposing the candidature of Ms. Anu Rai for the office of Independent Director of the Company. Mr. Lalit Agarwal, Director retires by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment. Brief resumes of the Directors proposed to be appointed / reappointed have been provided as an annexure to the notice convening the Annual General Meeting. Key Managerial Personnel During the year under review, the Company has designated following personnel as KMPs as per the definition under Section 2(51) and Section 203 of the Act. S.No. Name Designation 1. Mr. Bipin Agarwal Managing Director 2. Mr. Swatantra Kumar Sethi Company Secretary & Compliance Officer During the year Ms. Neha Bhatia resigned from the position of Company Secretary & Compliance Officer with effect from 31st March, 2015. Familiarization Programme The Company has formulated a Familiarization Programme for Independent Directors with an aim to familiarize the Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc., to provide them with better understanding of the business and operations of the Company and so as to enable them to contribute significantly to the Company The details of programmes for familiarization of Independent Directors with the Company are put up on the website of the Company under the web link http://www.nimbusproiectsltd.com Significant and material orders passed by the regulators affecting the financial position of the company During the period under review, there were no significant and material orders passed by the regulators/ courts or tribunals that would impact going concern status of the Company and its future operations. Change in Capital Structure There is no change in capital structure of the Company during the financial Year 2014-15. Board of Directors and its Committees A. Composition of the Board of Directors As on date, the Board of Directors of the Company comprises five Directors of which three are Non Executive Independent Directors, one Non-Executive and Non Independent Directors. The composition of the Board of Directors is in compliance with Clause 49 of the Listing Agreement and Section 149 of the Companies Act, 2013. The Company has received necessary declarations from the Independent Directors stating they meet the criteria of independence as specified in Section 149(6) of the Companies Act, 2013 and clause 49 of the Listing Agreement. B. Meetings of the Board During the year, 9 (nine) meetings of the Board of Directors and 5 (five) meetings each of Audit Committee, Nomination & Remuneration Committee & Stakeholders Relationship Committee were held. For further details, please refer Report on Corporate Governance. In accordance with the provisions of the Companies Act, 2013, a separate meeting of the Independent Directors of the Company was held on 26th March 2015. C. Appointment of Director The Board of Directors on the recommendation of the Nomination and Remuneration Committee had appointed Ms. Anu Rai (DIN No.07132809) as an Additional Director under the category of Non-Executive, Independent Woman Director with effect from March 28, 2015. We seek your confirmation for appointment of Ms. Anu Rai as an Independent Director for a period of 5 (five) years from the conclusion of this Annual General Meeting. The Company has received Notice in writing from a Member alongwith the deposit of the requisite amount under Section 160 of the Companies Act, 2013 proposing the candidature of Ms. Anu Rai for the office of Independent Director of the Company. D. Re-appointment of Director Retiring by Rotation In terms of Section 152 of the Companies Act, 2013 Mr. Lalit Agarwal, Director (DIN. 00003903) is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The Board of Directors based on the recommendation of Nomination and Remuneration Committee, have recommended the reappointment of Mr. Lalit Agarwal, Director retiring by rotation. The notice convening the Annual General Meeting includes the proposal for appointment / re-appointment of the Directors. Brief resumes of the Directors proposed to be appointed / reappointed have been provided as an annexure to the notice convening the Annual General Meeting. E. Committees of the Board During the year under review, the Nomination and Remuneration Committee of the Board of Directors was reconstituted. Ms. Anu Rai was inducted as a member and Mr. Mukesh Gupta resigned from the membership of the Committee. The terms of reference of the Committee were also aligned with the requirements of Clause 49 of the Listing Agreement and Section 178 of the Companies Act, 2013. During the year under review, the Audit Committee of the Board of Directors was reconstituted. Ms. Anu Rai was inducted as a member of the Committee. The terms of reference of the Committee were also aligned with the requirements of Clause 49 of the Listing Agreement and Section 178 of the Companies Act, 2013. During the year under review, the Stakeholder Relationship Committee of the Board of Directors was also reconstituted. Ms. Anu Rai was inducted as a Member cum Chairman of the Committee and Mr. Mukesh Gupta resigned from the membership of the Committee The terms of reference of the Committee were also aligned with the requirements of Clause 49 of the Listing Agreement and Section 178 of the Companies Act, 2013. A detail note on the Committees of the Board of Directors is given in the Corporate governance Report forming part of the Annual Report. F. Board Evaluation Pursuant to the provisions of Companies Act, 2013 and clause 49 of the Listing Agreement, the Board has carried out annual performance evaluation of its own performance, the directors individually as well the evaluation of the working of its Audit, Nomination & Remuneration and Stakeholders Relationship Committee. The manner in which the evaluation was carried out has been explained in Corporate Governance Report. G. Directors' Responsibility Statement To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 134(3)(c) of the Companies Act, 2013, that: (a) In preparation of the annual accounts for the year ended March 31, 2015, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same; (b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2015 and profit of the Company for that period; (c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; (d) they have prepared the Annual Financial Statements on a going concern basis; (e) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and (f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively. H. Declaration by Independent Directors The Independent Directors of your Company have submitted the declaration of Independence as required under Section 149(7) of the Companies Act, confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act,2013 and Clause 49 of the Listing Agreement entered into by your Company with BSE Limited (Listing Agreement). AUDIT RELATED MATTERS A. Audit Committees The Powers, role and terms of reference of the Audit Committee are in consonance with the requirements mandated under Section 177 of the Companies Act, 2013 and clause 49 of the Listing Agreement. The Audit Committee comprises of the following members:- 1. Mr. Surinder Singh Chawla (Independent Director) - Chairman 2. Mr. Lalit Agarwal (Non- Independent Director) - Member 3. Mr. Pratap singh Negi (Independent Director) - Member 4. Ms. Anu Rai (Independent Director) - Member During the period under review, the suggestions put forth by the Audit Committee were duly considered and accepted by the Board of Directors. B. Statutory Auditors At the Annual General Meeting held on September 30, 2014, M/s. Anil Prahalad & Co., Chartered Accountants (Firm Registration No. 003921C), were appointed as Statutory Auditors of the Company to hold office till the conclusion of 24th Annual General Meeting. However, their appointment as Statutory Auditors of the Company is subject to ratification by the Members at every Annual General Meeting. Accordingly, the appointment of M/s. Anil Prahalad & Co., Chartered Accountants, as Statutory Auditors of the Company, is placed for ratification by the Members in the ensuing Annual General Meeting. In this regard, the Company has received a certificate from the auditors to the effect that, if they are appointed, it would be in accordance with the provision of section 141 of the Companies Act, 2013. There are no qualifications or adverse remarks in the Auditors' Report which require any clarification or explanation. C. Secretarial Auditors Pursuant to Provision of Section 204 of the Companies Act, 2013 and rules made thereunder, the Company has appointed M/s. Ankush Agarwal and Associates, Company Secretaries (CP No. 14486), to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is included as Annexure - A and forms an integral part of this report. The said report is self explanatory and observations made therein do not requires any further explanations except the observations made under clauses 7 (c) & 7 (d) of the annexure to said report. Here we state that outcome of the said board meeting was sent through fax as well as courier; and copy of said statement was circulated to the members in the said meeting which was inadvertently not incorporated in the said annual report due to printer's mistake. D. Cost Auditors In accordance with the provisions of Section 148 read with Companies (Cost Records and Audit) Rules, 2014 of the Companies Act,2013, the Board has re-appointed M/s. Bhavna Jaiswal & Associates, Cost Accountants (Firm Regn. No-100608) as the Cost Auditors for the purpose of cost audit and issue of cost compliance certificate. E. Internal Auditors The Company continues to engage M/s. Goyal Tarun & Associates, Chartered Accountants (Firm Regn No:-026112N) as an Internal Auditors. During the year, the Company continued to implement their suggestions and recommendations to improve the control environment. Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. Internal Auditors findings are discussed with the process owners and suitable corrective actions taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations. F. Adequacy of Internal Financial Controls with reference to the Financial Statements Details of internal financial control and its adequacy are included in the Management Discussion and Analysis Report, which forms part of this Report. G. Details of Frauds Reported by Auditors In the course of performance of duties as Auditors, no offence involving fraud including those which are reportable to the Central Government, was committed against the Company by its officers or employees has been notified or reported by the Auditors of the Company. POLICY MATTERS A. Nomination and Remuneration Policy The Board of the Directors has framed the policy which lays down a framework in relation to Directors, Key Managerial Personnel and senior management person's appointment & remuneration, including the criteria for determining qualification, positive attributes, independence of a director and other matters provided under Section 178 of the Companies Act, 2013. This policy also lays down criteria for selection and appointment of Board Members. The Nomination and Remuneration Policy is available on the website of the Company at http://www.nimbusproiectsltd.com and is also annexed as Annexure-B to this report. B. Risk Management Policy The Company has adopted a Risk Management Policy in accordance with the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement. It establishes various levels of accountability and overview within the Company, while vesting identified managers with responsibility for each significant risk. The Board takes responsibility for the overall process of risk management in the organisation. Through Enterprise Risk Management programme, Business Units and Corporate functions. In the opinion of the Board there has been no identification of elements of risk that may threaten the existence of the company. C. Corporate Social Responsibility (CSR) The provisions relating to Corporate Social Responsibility (CSR) are not applicable to the Company. D. Vigil Mechanism / Whistle Blower Policy The Company has established a Vigil Mechanism / Whistle Blower Policy to report to the management instances of unethical behaviour, actual or suspected fraud or violation of the company's code of conduct. The policy also provides for adequate protection to the whistle blower against victimisation or discriminatory practices and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company has been denied access to the Audit Committee. The details of the Vigil Mechanism policy is explained in the Corporate Governance Report and also disclosed on the website of the Company at http://www.nimbusprojectsltd.com NIMBUS PROJECTS LIMITED OTHER MATTERS A. Public Deposits During the year under review, the Company has not accepted any deposits from the public in terms of chapter V of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules 2014. B. Transfer to Investor Education and Protection Fund 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 Investor Education and Protection Fund (IEPF). Pursuant to the provisions of the Investor Education Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, the Company was not required to file any form with the Ministry of Corporate Affairs. C. Human Resources Employee relations continue to be cordial and harmonious at all levels and in all divisions of the Company. The Board of Directors would like to express their sincere appreciation to all the employees for their continued hard work and dedication. As on March 31, 2015, the Company has an organization strength of 7 (seven) employees. D. Obligation of Company under The Sexual Harassment of Women at Workplace (Prevention. Prohibition and Redressal) Act, 2013 In order to prevent sexual harassment of women at work place, the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 has been notified on 9th December, 2013. Under the said Act every Company is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at work place of any women employee. As a part of the policy for prevention of Sexual Harassment in the organization, the Company has in place an internal Complaints Committee for prevention and redressal of complaints of sexual harassment of women at work place in accordance with the sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Act, 2013 and relevant rules thereunder. No complaints were received during the period under review. E. Corporate Governance Your Company has been practising the principles of good Corporate Governance over the years and it is a continuous and ongoing process. A details Report on Corporate Governance practices followed by your Company, in terms of Clause 49 of the Listing Agreement together with a Certificate from the M/s. Ankush Agarwal and Associates, Company Secretaries (CP No. 14486) confirming compliance forms an integral part of this report. F. Code of Conduct As prescribed under Clause 49 of the Listing Agreement, a declaration signed by Chairman cum Managing Director affirming compliance with the Code of Conduct by the Directors and Senior Management Personnel of the Company for the financial year 2014-15 forms part of the corporate governance report. The code of conduct is available at http://www.nimbusprojectsltd.com G. Management Discussion and Analysis The Management Discussion and Analysis Report, forming part of this report, as required under Clause 49(VIII)(D) of the Listing Agreement with the Stock Exchange, is presented in a separate section forming part of the Annual Report. H. Extract of Annual Return Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of Annual Return in Form No- MGT-9 forming part of this Annual Report as Annexure -C. J. Related Party Transactions The Company has laid down a Related Party Transactions Policy for purpose of identification and monitoring of such transactions. The policy on Related Party Transactions as approved by the Board is uploaded on the Company's Website. All Related Party Transactions are placed before the Audit Committee and also the Members/Board for their approval, wherever necessary. Details of Related Party Transactions are given in Note No. 2.28 to notes to accounts and a further statement as per Section 188 of the Companies Act, 2013 is annexed herewith as Annexure -D in the prescribed form AOC-2. None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company. L. Remuneration Details of Directors, Key Managerial Personnel and Employees Details of remuneration of Directors, Key Managerial Personnel and the statement of employees in receipt of remuneration exceeding the limits prescribed under Section 197 (12) of the companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been provided in Annexure-E to this report. Statement pursuant to Section 134 of the Companies Act, 2013 and Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is not applicable as there were no employees employed throughout the year or part thereof drawing the remuneration of rupees sixty lakhs per annum or rupees Five lakhs per month or drawing remuneration in excess of the salary drawn by the managing director or whole time director or manager and holding not less than two percent of equity shares of the company. M. Listing with Stock Exchanges The Company confirms that it has paid the Annual Listing Fees for the year 2015-2016 to BSE where the Company's Shares are listed. N. Statement containing salient features of subsidiaries. Joint Venture/Associate Companies Wholly owned subsidiary Company in the name of Golden Palms Facility Management Private Limited was incorporated during the financial year 2014-2015, certificate of incorporation of which was received on 18th March 2015. The Board of Golden Palms Facility Management Private Limited in their Board Meeting resolved that the first financial year of the Company shall be from 18th Day of March 2015 and shall end on 31st March 2016 of which the minutes were subsequently placed and adopted in the meeting of the Board of Directors of Nimbus Projects Limited. Also the shares of subsidiary Company were subscribed in the next financial year. Hence the need of consolidation of financial statements of subsidiary or Associate Company does not arises for the Financial Year 2014-15 as per rule 6 of the Companies (Accounts) Rules, 2014. M/s. Capital Infraprojects Private Limited is an Associate Company of Nimbus Projects Limited. Acknowledgement Your Directors place on record their appreciation for employees at all levels, who have contributed to the growth and performance of your Company. Your Directors also thank the clients, vendors, bankers, shareholders and advisers of the Company for their continued support. Your Directors also thank the Central and State Governments, and other statutory authorities for their continued support. By order of the Board of Directors Nimbus Projects Limited Bipin Agarwal Chairman cum Managing Director DIN:00001276 Date : August 10, 2015 Place : New Delhi |