nimbus projects ltd Directors report

Dear Members,

Your Directors have pleasure in presenting the 30^th(Thirtieth) Annual Report of the Company along with the Audited Financial Statements (Standalone and Consolidated) for the financial year 2022-23.

1. PERFORMANCE OF THE COMPANY:

The financial results of the Company for the financial year ended March 31, 2023 are summarized below for your consideration:

(Rs. in Lakhs)

Particulars	Standalone		Consolidated
	For the financial year ended March 31, 2023	For the financial year ended March 31, 2022	For the financial year ended March 31, 2023	For the financial year ended March 31, 2022
Total Revenue	3,586.18	2,605.23	3,586.18	2,605.23
Less : Expenses	350.71	1,222.71	350.71	666.19
Profit/(Loss) before Interest, Depreciation & Tax (PBITDA)	3,235.47	1,382.52	3,235.47	1.939.04
Finance Charges	995.63	448.01	995.63	448.01
Depreciation and Amortization	24.45	28.70	24.45	28.70
Provision for Income Tax (including for earlier years)	7.17	37.69	7.17	37.69
Share of Profit/(Loss) of Associates	-	-	(0.30)	(0.58)
Net Profit/(Loss) After Tax	2,208.22	868.11	2,207.93	1,424.05
Total Comprehensive Income	2,208.55	868.75	2,208.26	1.424.69
Profit/ (Loss) brought forward from previous year	(4,862.26)	(5,731.01)	(4,862.20)	(6,286.89)
Profit/ (Loss) carried to Balance Sheet	(2,653.72)	(4,862.26)	(2,653.94)	(4,862.20)

Notes:

1. The above figures have been extracted from the audited standalone and consolidated financial statements as per Indian Accounting Standard (IND-AS).

2. Previous year figures have been regrouped/rearranged wherever necessary.

2. RESULTS OF OPERATIONS AND STATE OF COMPANYS AFFAIRS

a) Standalone results of operation: During the financial year under review, your Companys standalone revenue from operations is Rs. 226.67 Lakh as compared to revenue of Rs. 386.21 Lakh in the last year. The standalone profit of your Company is Rs. 2208.22 Lakh as compared to the profit ofRs. 868.11 Lakh in the last year.

b) Consolidated Results of operation: During the financial year under review, your Company has consolidated its Financial Statement w.r.t. to its Associate Companies viz M/s. Capital Infraprojects Private Limited and M/s. Golden Palm Facility Management Private Limited.

The Companys consolidated revenue from operations is Rs. 226.67 Lakh as compared to revenue of Rs. 386.21 Lakh in the last year, a decrease of 41.31%. The consolidated profit of your Company is Rs. 2,207.93 Lakh as compared to the profit of Rs. 1,424.05 Lakh in last year registering an increase of 55.05% over the last year. The individual performance of these Associate Companies has been discussed under the relevant head of this report.

BUSINESS OVERVIEW

The Company is 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), Greater Noida Industrial Development Authority (GNIDA) and Yamuna Expressway Authority (YEA). The total lease hold area allotted to the Company along with SPVs is around 2,65,000 square meters.

PROJECTS DEVELOPED BY THE COMPANY

a) 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 are being delivered to the allottees and the process of execution of Sub-Lease Deed in favour of the allottees is in progress. Till March 31,2023, the Company has executed 324 Sub-Lease Deeds in favour of the respective allottees. This Project consists of332 flats in totality, out of which the Company has sold out 319 flats as on March 31,2023.

b) THE HYDE PARK

In collaboration with IITL Projects Limited, the Company has jointly developed the project “The Hyde Park”. The Hyde Park, Noida, offers a prime location with convenient access to a metro station, an expressway, shopping complexes, an educational hub, and a hospital. It is surrounded by a large cluster of upscale housing projects on one side and green areas on the other. Spanning across an area of approximately 60,348.53 square meters in Sector 78, Noida, this project comprises a total of 2,092 flats. The construction of the entire project is finished and the completion certificate has been obtained for the 23 residential towers and a commercial complex. The possession of flats and commercial shops is currently underway with 2,090 flats & 58 shops already sold out and out of which 2086 flat owners and 58 shop owners have taken physical possession. As of March 31, 2023, the firm has executed 1,811 Sub-Lease Deeds in favor of the allottees.

Additionally, the maintenance of common areas and facilities has been entrusted to the Resident Welfare Association established in accordance with the provisions of the Societies Registration Act, 1860.

c) THE GOLDEN PALMS

The Golden Palms located in Noida boosts several major highlights including its proximity to the IT corridor, malls and a golf course. Living at Golden Palms offers a luxurious lifestyle with a wide range of amenities, surrounded by 80% greenery adorned with various palms, flowers, hedges, and ground cover. The project occupies a leasehold area of approximately 39,999.76 square meters and is situated at Plot No - GH - 01/E, Sector 168, Noida. It comprises approximately 1,403 flats & 52 commercial shops of various sizes including studio apartments.

The construction of the entire project is completed and the necessary completion certificate has been obtained for the 13 residential towers which also include a commercial area. The possession of flats and commercial shops is currently in full swing. As of March 31,2023, the Company has sold 1,375 flats and 47 shops and out of which 1361 flat owners and 44 shop owners have taken physical possession of their flats & shops. Furthermore, as of March 31,2023, the Company has executed 1,041 Sub-Lease Deeds in favor of the allottees.

d) THE EXPRESS PARK VIEW II

In collaboration with IITL Projects Limited, the Company has jointly developed the project “The Express Park View-II”. In this project, a total of 10 towers have been constructed by the firm, out of which 7 towers (I, J, K, L, L1, M & M1) has been completed and Completion Certificate has been duly received from Competent Authority. For the remaining three towers i.e. I1, J1& K1, Firm has already applied for Completion Certificate. The project comprises of total no. of 1320 flats out of which 1199 flats has been sold out and 854 allottees in Tower I,J,K,L,L1,M& Ml have taken possession of flats till March 31, 2023. As on March 31, 2023 firm has executed 674 Sub-Lease Deed in favour of the allottees.

Commercial Area in the project in the name of “The Park Street” consists of 39 Commercial Shops which are 100% sold out till March 31, 2023. The Commercial area is separately registered as independent project under Real Estate (Regulation & Development) Act, 2016. The registration no. of the project is UPRERAPRG180127. Firm has already applied for completion certificate for the same with the GNIDA.

Firm has on March 31, 2021 launched the Low Rise Apartments in the Project. It is separately registered as independent project under Real Estate (Regulation & Development) Act, 2016. The registration no. of the project is UPRERAPRG555694. The date of Completion of the Project is January 23, 2024. The projects consist of 16 Low rise Towers (G+4) having 310 low rise apartments. Firm has already booked 70 flats in the project till March 31,2023.

e) THE PALM VILLAGE -AEROCITY

In collaboration with IITL Projects Limited, the Company is jointly developing the project “The Palm Village -Aerocity”. On November 30, 2021, a surrender deed was executed between Yamuna Expressway Industrial Development Authority (YEIDA) and M/s IITL-Nimbus The Palm Village, which involved surrendering a land area of 47,347.70 square meters. This land area originally allotted to the Firm through a lease deed dated July 05, 2012 between YEIDA and M/s IITL-Nimbus The Palm Village was 102995.70 square meters. Furthermore, due to wrong calculation on the part ofYEIDA, an additional area of land measuring 7,375.48 square meters of land was surrendered by executing a surrender cum correction deed on November 17, 2022, with YEIDA in addition to the previously surrendered area of 47,843.70 square meters. Now the firm is left with 47776.52 square meters of land for development. Following the execution of the surrender deed, YEIDA has now handed over the remaining physical possession of the plot.

Firm has freezed the designs of new layout plans of the project and has filed the same for approval with the (YEIDA). Once the layout plans are approved and necessary permissions are obtained from the concerned department(s) the firm shall then apply with Real Estate Regulatory Authority (RERA), Lucknow for registration and the project shall be launched for sale in market.

3. CHANGE IN THE NATURE OF BUSINESS, IF ANY

There was no change in the nature of business during the year under review.

4. DIVIDEND AND RESERVES

Your Directors has decided not to recommend any dividend for the financial year ended March 31, 2023. For the year under review, the Company is not required to transfer any amount 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 Investor Education and Protection Fund (IEPF) during the year under review.

Pursuant to the provisions of the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, the Company was not required to file any form with the IEPF/ Ministry of Corporate Affairs during the year under review.

5. SHARE CAPITAL

The authorized share capital of the Company as on March 31, 2023 was Rs.45,00,00,000/- (Rupees Forty Five Crore only) consisting of:

i) Rs.25,00,00,000 (Rupees Twenty-Five Crore) consisting of 2,50,00,000 (Two Crore Fifty Lakhs) Equity Shares of Rs. 10/- each;and

ii) Rs.20,00,00,000(Rupees Twenty Crore) consisting of2,00,00,000 (Two Crores) Preference Shares of Rs. 10/- each.

The issued, subscribed and paid capital of the Company as on March 31 2023, is Rs. 30,49,30,000/-(Rupees Thirty Crore Forty Nine Lakh Thirty Thousand Only) consisting of :

i) Rs. 10,83,80,000/- (Rupees Ten Crore Eighty-Three Lakh Eighty Thousand Only) comprising 1,08,38,000 (One Crore Eight Lakh Thirty Eight Thousand) equity shares of Rs. 10/- each, fully paid - up; and

ii) Rs. 19,65,50,000/-(Rupees Nineteen Crore Sixty-Five Lakh Fifty Thousand Only) comprising 1,96,55,000 (One Crore Ninty Six Lakh Fifty-Five Thousand Only) Zero % Non-Cumulative, Non-Convertible, Non-Participating, Preference Shares of Rs. 10/- each fully paid-up.

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

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

6. DEMATERIALISATION OF SHARES

As on March 31, 2023, 93.21% of the Companys total equity paid up capital representing 1,01,02,489 equity shares are held in dematerialized form. SEBI (LODR) Regulations, 2015 mandates that the transfer, transmission etc, shall be carried out in dematerialized form only. The Company has sent intimation to shareholders who hold shares in physical form advising them to get their shares dematerialized.

7. LISTING OF SHARES

The Companys equity shares are listed at the BSE Limited (the stock exchange). The annual listing fee for the financial year 2022-23 has been paid to stock exchange.

8. DIRECTORS & KEY MANAGERIAL PERSONNEL

A. DIRECTORS:

i. In accordance with the provisions of Section 152 of the Act and the Articles of Association of the Company read with the Companies (Appointment and Qualification of Directors) Rules, 2014, Mr. Bipin Agarwal, Director (DIN 00001276) is liable to retire by rotation at the ensuing Annual General Meeting. He, being eligible, seeks his re-appointment as Director at the 30th Annual General Meeting of the Company. The Nomination and Remuneration Committee has also reviewed his candidature for re-appointment as Director liable to retire by rotation. The Nomination and Remuneration Committee while considering his appointment has checked the declaration of Mr. Bipin Agarwal that he is not debarred from holding the office by virtue of any SEBI Order or any other authority. Your Directors based on the recommendation of Nomination and Remuneration Committee recommends his re-appointment as Director liable to retiring by rotation. The Board recommends an Ordinary Resolution for your approval.

A brief resume and other details relating to the Director seeking re-appointment, as stipulated under Regulation 36(3) of the SEBI (LODR) Regulations, 2015 and Secretarial Standards are furnished in the notice convening the Annual General Meeting and forming a part of the Annual Report.

B. KEY MANAGERIAL PERSONNEL:

As on March 31, 2023, the Company has following Key Managerial Personnel as per the definition of Section 2(51) read with Section 203 of the Companies Act 2013: -

S.No. Names	Designation(s)
1. Mr. Bipin Agarwal	Managing Director
2. Mr. Jitendra Kumar	Chief Financial Officer
3. Ms. Nisha Sarayan	Company Secretary and Compliance Officer

During the financial year, the following changes have occurred in the key managerial personnel of the Company: -

1. Mr. Sahil Agarwal resigned the post of Company Secretary and Compliance Officer on May, 24 2022, owing to his preoccupation.

2. On the recommendation of Nomination and Remuneration Committee, the Board had appointed Ms. Surbhi Khanna as Company Secretary and Compliance Officer w.e.f May 25, 2022. She resigned the post of Company Secretary and Compliance Officer on November 28, 2022, owing to her pre-occupation.

3. On the recommendation of Nomination and Remuneration Committee, the Board has appointed Ms. Nisha Sarayan as Company Secretary and Compliance Officer w.e.f December 26, 2022.

9. INDEPENDENT DIRECTORS

In terms of Section 149 of the Companies Act, 2013 and the SEBI (LODR) Regulations,2015, Mr. Surinder Singh Chawla, Ms. Anu Rai and Mr. Debashis Nanda are the Independent Directors of the Company as on date of this Report. All Independent Directors of the Company have given declarations under Section 149(7) of the Act, that they meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI (LODR) Regulations,2015. In terms of Regulation 25(8) of the SEBI (LODR) Regulations,2015, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence.

The Independent Directors of the Company have undertaken that they have registered themselves with the Independent Directors Database maintained by the Indian Institute Corporate Affairs (IICA) and possess proficiency certificates.

In the opinion of the Board, the Independent Directors possess the requisite expertise and experience and are persons of high integrity and repute. They fulfill the conditions specified in the Act as well as the Rules made thereunder and are independent of the management.

10. NUMBER OF MEETINGS OF THE BOARD

During the year under review, 9 (Nine) Board meetings were held and the gap between any two meetings did not exceed the period prescribe under the Companies Act, 2013 and SEBI (LODR) Regulations,2015. The details of Boards composition and the attendance of each director during the financial year 2022-23 are given in the corporate governance report forming a part of this Annual Report.

11. COMMITTEES OF THE BOARD

The Board has 4 (Four) Committees i.e the Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee and Committee of Independent Directors.

A detailed note on composition of the Committees including their terms of reference are provided in the Corporate Governance Report forming a part of this Annual Report. The composition and term of reference of all the Committee(s) of the Board are in line with the provisions of the Companies Act,2013 and the SEBI (LODR) Regulations, 2015.

12. STATUTORY DISCLOSURES

None of the Directors ofyour Company is disqualified for the financial year 2022-23 as per the provisions of Section 164 and 167 of the Companies Act, 2013 Act. The Directors of the Company have made necessary disclosures as required under various provisions of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015.

13. PUBLIC DEPOSITS

During the year under review, your Company did not invite /accept any deposits from public in terms of provisions of Section 73 of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014 and no amount on account of principal or interest on deposits from public were outstanding as on the date of the balance sheet.

Pursuant to the Companies (Acceptance of Deposits) Rules, 2014, the Company has filed requisite annual return in e-Form DPT-3 for outstanding receipt of money/loans which are not considered as deposits for financial year ended March 31, 2023 with the Registrar of Companies (ROC).

14. INSURANCE

The Companys properties including building, plant and machinery, stocks etc. have been adequately insured against major risks like fire, earthquake, terrorism and burglary etc.

15. PARTICULARS OF LOANS, INVESTMENTS OR GUARANTEES

Particulars of loans, investments, guarantees etc covered under the provisions of Section 186 of the Companies Act, 2013 and Regulation 34(3) readwith Schedule V of the SEBI (LODR) Regulations, 2015 are mentioned in the notes forming part of the Financial Statements.

16. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the year under review,the Company entered into the transactions with related parties as defined under Section 2(76) of the Companies Act, 2013 read with Companies (Specification of Definitions Details) Rules, 2014 and provisions of the SEBI (LODR) Regulations, 2015, all of which were entered in the ordinary course of business and at arms length basis.However, no materials Related Party Transactions were entered into by the Company which might have any potential conflict with the interests of the Company.

During the year under review, all Related Party Transactions were prior-approved by the Audit Committee. All repetitive Related Party Transactions along with the estimated transaction value and terms thereof were approved by the Audit Committee under “Omnibus Approval” before the commencement of financial year and thereafter reviewed them quarterly. The Board also reviewed and approved the transactions with related parties on the recommendation of the Audit Committee. The Company has a Board approved policy on dealing with Related Party Transactions and the same has been uploaded on the Companys website at:

https://www.nimbusproiectsltd.com/uploads/codes policies/Revised Policy on materiality of Related Party Tr ansactions and on dealing with Related Party Transactions.pdf

The details on Related Party Transactions as per Indian Accounting Standard (IND AS) - 24 are set out in Note No. 30 to the Standalone and Consolidate Financial Statements forming a part of this Annual Report.

The Form AOC - 2 pursuant to Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is set out as Annexure-1 to this report.

17. RISK MANAGEMENT POLICY

Pursuant to the provisions of Section 134(3)(n) of the Companies Act, 2013, the Company has identified risks that may threaten its existence. The Company has framed a Risk Management Policy. The main objective of the Risk Management Policy of the Company is to ensure sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the business. The policy establishes a structured and disciplined approach to risk management and guide decision making on risk related issues.

The Company identifies all strategic, operational and financial risks that the Company faces, internally and externally by assessing and analyzing the latest trends in risk information available and uses them to plan for risk management activities.

Pursuant to Regulation 21 of the SEBI (LODR) Regulations, 2015, the Company is not required to constitute a Risk Management Committee.

18. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company has established a “Vigil Mechanism” for its employees and directors, enabling them to report any concerns of unethical behavior, suspected fraud or violation of the Companys code of conduct. To this effect the Board has adopted a “Whistle

Blower Policy” which is overseen by the Audit Committee. The policy provides safeguards against victimization of the whistle blower. Employees and other stakeholders have direct access to the Chairman of the Audit Committee for lodging concern if any, for necessary action. The details of such policy are available on the website of the Company.

During the year under review, there were no complaints received under the mechanism.

19. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There were no material changes and commitments affecting the financial position of the Company which occurred between the end of the financial year to which the financial statements relate and the date of the report.

20. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS

During the year under review, there were no significant and material orders passed by any regulators/courts/tribunals that could impact the going concern status and the Companys operations in future.

21. HUMAN RESOURCES

Employees are vital and most valuable assets of the Company and we have created a favorable work environment in our organization. During the year under review, there were 8 (Eight) employees on the Companys payroll and industrial relations during the year under review remained cordial.

22. 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 Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 regarding Conservation of Energy and Technology Absorption are not applicable to the Company.

23. FOREIGN EXCHANGE EARNINGS AND OUTGO

Pursuant to Section 134(3)(m) of the Companies Act,2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, there was no foreign exchange inflow and outflow during the year under review.

24. REMUNERATION DETAILS OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND EMPLOYEES

The Company has constituted a Nomination and Remuneration Committee in accordance with the requirements Section 178 of the Companies Act, 2013 readwith the Rules made thereunder and Regulation 19 of the SEBI (LODR) Regulations, 2015. The details relating to the Committee are given in the Corporate Governance section forming a part of the Board Report.

The details of the remuneration of directors, key managerial personnel and employees in terms of Section 197(12) read with Companies (Appointment and Remuneration Managerial Personnel) 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 Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, no employee of the Company employed throughout the year that was in receipt of remuneration of Rupees one crore two lakh or more. Further, during the year under review, there was no employee of the Company employed for a part of year who was in receipt of remuneration of Rupees eight lakh and fifty thousand or more per month. Further, there were no employee(s) in the Company who was in excess of the remuneration drawn by the Managing Director during the financial year 2022-23 and held by himself or along with his spouse and dependent children, not less than 2% of the equity shares of the Company.

The Company has not granted any loan to its employees for purchase of its own shares pursuant to Section 67of the Companies Act, 2013.

Furthermore, a list of top ten employees in terms of remuneration drawn during the financial year 2022-23 in annexed with the report as Annexure- III.

25. AUDITORS AND AUDITORS REPORT

I. STATUTORY AUDITORS

At the 28th Annual General Meeting held on 30th September 2021, M/s. Oswal Sunil & Co., Chartered Accountants (FRN: 016520N) were appointed as Statutory Auditors of the Company to hold office from conclusion of the 28th Annual General Meeting till the conclusion of the 33rd Annual General Meeting of the Company. Further they have confirmed that they are not disqualified from continuing as Auditors of the Company.

ii. SECRETARIAL AUDITORS

Pursuant to the provision of Section 204 of the Companies Act, 2013, your directors at their meeting held on May 25, 2022 had appointed Mr. Kapil Dev Vashisth, Practicing Company Secretary (Certificate of Practice No. 5458) as the Secretarial Auditors for the financial year 2022-23.

iii. INTERNAL AUDITORS

Pursuant to the provision of Section 138 of the Companies Act, 2013,your directors had appointed M/s. Goyal Tarun & Associates, Chartered Accountants (FRN:-026112N) as Internal Auditors for financial year 2022-23.

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 management and suitable corrective actions taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations.

iv. COSTAUDITORS

In terms of the provisions of Section 148 of the Companies Acts, 2013 read with the Rules made there under, the provisions of maintenance of cost records and the provisions of cost audit are not applicable to your Company.

v. AUDITORS REPORT

a) The Auditors Reports for the financial year 2022-2023 does not contain any qualification, reservation or adverse remark. Further, the report read together with the notes on accounts are self-explanatory and therefore, in the opinion of the Directors, do not call for any further explanation. The Auditors Report is enclosed with the financial statements in this Annual Report.

b) The Secretarial Auditors Report (Form MR-3) for the financial year 2022-23 is enclosed as Annexure IV to the Boards Report in this Annual Report. The Secretarial Audit Report for the financial year 2022-23 does not contain any qualification, reservation or adverse remark.

c) As required by the SEBI (LODR) Regulation, 2015 a certificate on compliance conditions on Corporate Governance is enclosed as Annexure-V and Certificate issued on qualification/ disqualification of Directors is enclosed as Annexure-VI. The certificates for financial year 2022-23 does not contain any qualification, reservation or adverse remark.

d) Pursuant to Regulation 24A of SEBI (LODR) Regulation, 2015 read with SEBI Circular CIR/CFD/CMD1/27/2019 dated February 08, 2019 a Secretarial Compliance Report issued by Mr. Kapil Dev Vashisth, Practicing Company Secretary, was filed by the Company to the stock exchanges within prescribed time for the financial year 2022-23. A copy of the certificate is enclosed as Annexure-VII to the Boards report. The observations made by the PCS was duly replied therein.

26. REPORTING OF FRAUDS BY AUDITORS

During the year under review, neither the Statutory Auditors nor the Secretarial Auditors has reported any instance of fraud committed against the Company by its officers or employees under Section 143(12) of the Companies Act, 2013.

27. CORPORATE SOCIAL RESPONSIBILITY

The provisions of Section 135 of the Companies Act, 2013 and Rules framed thereunder for Corporate Social Responsibility (CSR) are not applicable to your Company.

28. SECRETARIAL STANDARDS

Your Directors state that applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) and notified by Ministry of Corporate Affairs (MCA) have been duly followed by Company.

29. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134 of the Act, the Directors of the Company state that:

a) in the preparation of the annual accounts for the financial year ending March 31, 2023, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) they have selected such accounting policies as mentioned in Note No. 1 of the annual financial statements 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, 2023 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 this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) annual financial statements have been prepared on a going concern basis; and

e) proper internal financial controls were in place and that such internal financial controls were adequate and were operating effectively; and

f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such system was 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 (LODR) Regulations, 2015, a Management Discussion & Analysis Report, for the financial year under review, is presented in a separate section forming a part of the Annual Report. This report is annexed herewith as Annexure-VIII.

31. PROPOSAL FOR MERGER

The Board in its meeting held on September 28, 2022 has approved the draft scheme of amalgamation of Gupta Fincaps Private Limited, Urvashi Finvest Private Limited, Intellectual Securities Private Limited, Happy Graphics And Exhibition Private Limited, Link Vanijya Private Limited, Dynamo Infracon Private Limited, Pushpak Trading & Consultancy Private Limited, Mokha Vyapaar Private Limited, Padma Estates Private Limited (hereinafter collectively referred as Transferor Companies) with the Company (Transferee Company). The in-principal approvals from BSE/SEBI and RBI are pending till the date of the signing ofthis report.

32. CORPORATE GOVERNANCE

A separate section on Corporate Governance practices followed by your Company, as stipulated under Regulation 34(3) read with Schedule V(C) of the SEBI (LODR) Regulations, 2015, is annexed as Annexure - IX to this report.

A certificate issued by Mr. Kapil Dev Vashisth, Practicing Company Secretary regarding compliance of conditions of corporate governance as stipulated under Schedule V(E) of the SEBI (LODR) Regulations, 2015 is annexed with this report.

33. PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT OF WOMEN AT WORK PLACE

Your Directors state that during the year under review, pursuant to the Sexual Harassment of Women at Workplace (Prevention,

Prohibition and Redressal) Act, 2013 the Company was not required to constitute an Internal Complaints Committee. Further, during the year under review, there were no complaints or cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

34. ANNUAL RETURN

Pursuant to Section 92(3) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014,the Annual Return for the financial year 2022-23 is uploaded on the website of the Company and the same is available on:

https://www.nimbusprojectsltd.com/annual-return

35. STATEMENT CONTAINING SALIENT FEATURES OF SUBSIDIARIES, JOINT VENTURE ASSOCIATE COMPANIES

During the year under review, your Company does not have any Subsidiary Company or joint venture Company.

During the year under review, your Company has two Associate Companies: M/s. Golden Palms Facility Management Private Limited and M/s. Capital Infraprojects Private Limited. The highlights on the financial statements of both associates are as follows for the financial year 2022-23:

Particulars	Capital Infraprojects Private Limited as at March 31, 2023 (Rs. in Lakh)	Golden Palms Facility Management Private Limited as at March 31, 2023 (Rs. in Lakh)
Total Revenue	2350.10	458.35
Less : Expenses	1543.94	459.76
Profit/ (loss) before Interest, Depreciation & Tax (EBITDA)	806.16	(1.41)
Finance Charges	305.96	0.19
Depreciation	6.08	0.53
Provision for Income Tax (Including for earlier years)	76.51	0.71
Exceptional Items	-	-
Net Profit/ (Loss) After Tax	417.61	(2.84)

A statement containing salient features of the financial statements of associate companies, pursuant to Section129 of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, in the prescribed form AOC-1 is attached here with and forming a part of this Annual Report as Annexure-X.

36. BOARD POLICIES/CODES

Pursuant to applicable provisions of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015, the details of the policies/codes approved and adopted by the Board are uploaded on Companys website :

https://www.nimbusprojectsltd.com/codes-policies

37. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

Pursuant to Section 178 of the Companies Act, 2013 read with Companies (Meeting of the Board and its powers) Rules, 2014 and SEBI (LODR) Regulations, 2015, your Company has adopted familiarization programs for Independent Directors and other directors to familiarize them with the Company, their role, rights, responsibilities, nature of the industry in which the Company operates, business model, management structure, industry overview, internal control system and processes, risk management framework etc.

Your Company aims to provide its Independent Directors, insight into the Companys business model enabling them to contribute effectively. The details of familiarization programs may be accessed on the website of the Company, at:

https://www.nimbusprojectsltd.com/familiarization-programmes

38. EVALUATION OF BOARD, COMMITTEES, DIRECTORS AND KMP

Pursuant to Sections 134(3)(p), 178(2) of the Companies Act, 2013 read with Part-VIII of Schedule IV of the Companies Act, 2013 the Nomination & Remuneration Committee (NRC) shall specify the manner for effective evaluation of performance of the Board, its committees, individual directors and Key Managerial Personnel (KMP). The evaluation can be carried out by the Board or by the NRC or by independent agency. The NRC shall review its compliance. Further, Schedule IV of the Companies Act, 2013 and Regulation 17(10) of SEBI (LODR) Regulations, 2015 state that the performance evaluation of Independent Directors shall be done by the entire Board of Directors, excluding the Director being evaluated.

SEBI (LODR) Regulations, 2015, mandates that the Board shall monitor and review the Board evaluation framework. SEBI vide Circular dated January 5, 2017 has issued a Guidance Note on Board Evaluation for Listed Companies.

The performance evaluation of the Board as a whole, its committees, all Directors and Key Managerial Personnel (KMPs) thereof, for the financial year 2022-23, was conducted based on the criteria and frame work adopted by the Nomination & Remuneration Committee. The evaluation process has been further explained in the Corporate Governance report. The Board approved and took note of the evaluation 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 meaning of the explanation to Section 134(5)(e) of the Companies Act, 2013 to ensure the orderly and efficient conduct of its business including adherence to Companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors and proper recording of financial & operational information, compliance ofvarious internal control and other regulatory/statutory compliances.

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

For the financial year ended March 31,2023, your directors are of the opinion that the Company has adequate IFC commensurate with the nature and size of its business operations and it is operating effectively and no material weakness exists.

40. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 AND SETTLEMENT OF LOAN, IF ANY

There were no applications made or any proceedings were pending against the Company under the Insolvency and Bankruptcy Code, 2016 during the year under review.

Further, there was no instance of valuation of amount for settlement of loan(s) from Banks and Financial Institutions.

41. ADDITIONAL INFORMATION TO SHAREHOLDERS

All important and pertinent investors information such as financial results, policies/codes, disclosures and project updates are made available on the Companys website (www.nimbusprojectsltd.com) on a regular basis.

42. ACKNOWLEDGEMENTS

Your Directors wish to place on record their sincere appreciation for the assistance, help and guidance provided to the Company by the Bankers, Financial Institutions(s) and Authorities of Central and State Government(s) from time to time. Your Directors also place on record their gratitude to the contribution made by our employees at all levels and shareholders of the Company for their continued support and confidence reposed in the management of the Company.

For and on behalf of Board of Directors Nimbus Projects Limited

Date: August 10,2023 Place: New Delhi

Bipin Agarwal

Chairman & Managing Director

DIN: 00001276