nimbus industries ltd Directors report

To

The Members

NIMBUS INDUSTRIES LIMITED.

Your Directors have pleasure in presenting the Annual Report together with the Audited Accounts of the Company for the year ended 31^st March 2016

Financial Results:

Particulars	2015-16	2014-15
Total Revenue	986,735,149	72,27,56,058
Profit / (Loss) before Prior period, Exceptional and Extra-Ordinary items.	3,305,230	23,54,504
Tax Expenses	11,85,000	9,16,000
Profit / (Loss) for the year
Balance Carried Forward to Balance sheet	2,282,025	16,47,344

Performance of the Company duringthe year under review

During the year the company has achieved net sales of Rs. 98.67 as against Rs. 72.27 Crores in the previous year. The Company has profit has increased from Rs. 16.47 lakh to Rs. 22.82 lakh compared to previous year.

Company has made significant efforts in creation of market and brand for its quality products and prompts delivery. Further to report that Company is taken serious initiatives for development of business and make dent in market share through excellent marketing strategies. Your directors are therefore confident of coming out with significant growth in the future years and thereby wiping out losses incurred inthe previousyearsand posting a decent growth.

Future Outlook:

During current year, your Company is trying to maximize its sales by entering into different markets and different marketing strategies.

Dividend: The Board of Directors does not recommend any Dividend for the year 2015-16 considering the finance situation of the company.

Fixed deposits:

During the year under review, the Company has not accepted any fixed deposits and there are no fixed deposits, which are pending repayment.

Subsidiary Companies:

Your Company does not have any subsidiary company during the year under review.

Directors:

In accordance with the provisions of the Companies Act, 2013 and the Companys Articles of Association, Mr. Subhash Sharma, Director retire by rotation at this AGM being eligible, offer themselves for re-appointment. Brief resume of Mr. Subhash Sharma have been provided in the notice convening the annual general meeting.

Mr. Ramesh K. Kulaye, who was appointed as an Additional Director pursuant to the provisions of Section 161 of the Companies Act, 2013, in respect of whom company had received a notice from a shareholder along with requisite fees had consented to be appointed as director of the Company.

Board Meeting

Eight meetings of the Board of Directors were held during the year. Please refer the corporate governance report part for more information about the meetings.

Declaration by Independent Director

Directors Responsibility statement:

The Directors Responsibility Statement referred to in clause (c) of sub-section (3) shall state

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) The directors had 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 at the end of the financial year and of the profit and loss of the company for that period;

(c) The directors had 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) The directors had prepared the annual accounts on a going concern basis and

(e) The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

Nomination & remuneration Committee

The Board constituted a Nomination and Remuneration Committee comprising of Mr. Subhash Sharma, Mr. Ramesh K. Kulaye and Mr. NimishThakore.

Corporate Governance:

Even though the Compliance of Clause 49 of the Listing Agreement is not mandatory to the Company, Company has complied with the requirements of the Code of Corporate Governance as stipulated in clause 49 of the listing agreement with the stock exchanges. A Report on Corporate Governance along with Certification by the Director is attached to this Directors Report.

Auditors:

The statutory auditors of the Company M/s. N. L. Upadhyaya & Co, Mumbai retire at the conclusion of the ensuing Annual General Meeting. The retiring auditors have furnished a certificate under Sec. 141 of the Companies Act, 2013 confirming their eligibility for reappointment. The Auditor Report for the financial year ended March 31, 2016 is annexed herewith and is part of the Annual Report.

Extract of Annual Return

An Extract of Annual Return of the Company Pursuant to section 92(3) of the Companies Act,2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014 is given below;

Secretarial Auditor:

Pursuant to section 204(1) of the Companies ct, 2013 and rule NO. 9 of the Companies (Appointment and Remuneration personnel) Rules, 2014 the Board appointed Mr. Roy Jacob, Practicing Company Secretary, to Conduct Secretarial Audit for the financial year 2015-16

	Secured Loans excluding depostis	Unsecured Loans	Deposits	Total Indebtedness
Indebtedness at the beginning ofthe financial year
i) Principal Amount	0	4,00,00,000	Nil	4,00,00,000
ii) Interest due but not paid	0	0	Nil	0
iii) Interest accrued but not due	0	0	Nil	0
Total (i+ii+iii)	0	4,00,00,000	Nil	4,00,00,000
Change in Indebtedness during the financial year
* Addition	0	1,00,000	Nil	1,00,000
* Reduction	0	0,	Nil	0,
Net Change	0	0	Nil	0
Indebtedness at the end of the financial year
i) Principal Amount	0	4,00,00,000	Nil	4,00,00,000
ii) Interest due but not paid	0	0	Nil	0
iii) Interest accrued but not due	0	0	Nil	0

Particulars as required under section 134(3) (m) of the companies act, 2013 read with the companies (Accounts) Rules, 2014:

1. Conservation of Energy, Technology Absorption:

The particulars regarding the disclosure of the conservation of energy, technology absorption, as required under section 134(3) (m) of the companies act, 2013 read with the companies (Accounts) Rules, 2014 are given below.

a) Energy Conservation Measures Taken:

The operations of the company are not energy-intensive. However adequate measures have been taken to reduce energy consumption by using energy efficient computers and equipments with the latest technologies. Your company constantly evaluates new technologies and invests in them to make its infrastructure more energy-efficient.

2. Foreign Exchange Inflow & Outgo:

a) Activities relating to Exports, Initiatives taken to increase Exports, Developments of new Export Market for products and Services and Export Plans:

The Company has not undertaken any export activities. The company is looking out for Export Opportunities.

b) Total Foreign Exchange used and earned:

Used	Nil
Earned	Nil

Risk Management

During the year, your Directors have constituted a Risk Management Committee which has been entrusted with the responsibility to assist the Board in (a) Overseeing and approving the Companys enterprise wide risk management framework; and (b) Overseeing that all therisks that the organization faces such as strategic, financial, credit, market, liquidity, security, property, IT, legal, regulatory, reputational and other risks have been identified and assessed and there is an adequate risk management infrastructure in place capable of addressing those risks. A Group Risk Management Policy was reviewed and approved by the Committee.

The Company manages, monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives. The Companys management systems, organizational structures, processes, standards, code of conduct and behaviors together form the Reliance Management System (RMS) that governs how the Group conducts the business ofthe Company and manages associated risks.

The Company has introduced several improvements to Integrated Enterprise Risk Management, Internal Controls Management and Assurance Frameworks and processes to drive a common integrated view of risks, optimal risk mitigation responses and efficient management of internal control and assurance activities. This integration is enabled by all three being fully aligned across Group wide Risk Management, Internal Control and Internal Audit methodologies and processes.

Comments of the Board of Directors on Qualifications on Auditors Reports:

There are no such qualification from auditor which required explanation.Board Comments on Secretarial Audit Qualifications:

The Secretarial Audit Qualifications are replied as follows:

1. E Voting facility as per section 108 of Companies Act, 2013 was not provided by the company for the AGM held on 30^th September, 2015., Company is in the process of entering into agreement with the providers of e-voting facility

2. Company do not have proper board process and compliance mechanism.

3. Company has not complied with the provisions of section 203(4) in respect of appointment KMP Company is in the process of suitable key managerial personnel to make the appointment.

4. Form ADT 1 as per section 139 (1) of the Company Act, 2013 and rule 4 (2) of the company (Audit and Auditor) Rules, 2014 was not filled by the company for the year ended 31^st March, 2015

5. Company has not filed Annual Accounts for the financial year ended 31^StMarch 2014 with the Registrar of Companies.

Company had filed Annual Accounts, Annual Return and appointment of Auditor with ROC with additional Fees:

Particulars of loans, guarantees or investments under section 186:

Company has not provided loans, investments and guarantees during the year.

Related Party Transaction under sub-section (1) of section 188:

During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy ofthe Company on materiality of related party transactions. The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board is provided in the companys web site.

Acknowledgments:

The Management is grateful to the Regulatory Authorities, Shareholders, Companys Bankers, Financial Institutions, Insurance Companies, Investors, Clients, Business Associates for their continued support and co-operation.

The Directors also wish to place on record their appreciation for the co-operation, active involvement and dedication ofthe employees.

	For and on behalf of the Board of Directors
Place: Mumbai		sd/-
Date: 12/8/2016	Nimish Thakore	Subhash Sharma
	Director	Director