Nimbus Projects Ltd Directors Report.

Dear Members,

Your Directors have pleasure in presenting their 26th (Twenty Sixth) Annual Report on the business and operations together with the Audited Financial Statements of the Company for the Financial Year ended March 31, 2019.

1. PERFORMANCE OF THE COMPANY:

The financial results of the Company for the year ended 31st March, 2019 are summarized below for your consideration.

Particulars

Standalone

Consolidated

For the year ended March 31, 2019 For the year ended March 31, 2018 For the year ended March 31, 2019 For the year ended March 31, 2018
(In Rs.) (In Rs.) (In Rs.) (In Rs.)
Total Revenue 8,90,12,056 120,391,816 8,90,12,056 120,391,816
Less :
 

1. Expenses

2,56,39,357 595,46,267 2,56,39,357 595,46,267
2. Shares of Loss in Partnership Firms 12,71,56,370 5,67,99,454 12,71,56,370 5,67,99,454
Profit/(loss) before Interest, Depreciation & Tax (PBITDA) (6,37,83,671) 4,046,094 (6,37,83,671) 4,046,095
Finance Charges 8,55,62,169 75,866,116 8,55,62,169 75,866,116
Depreciation and Amortization 4,569,365 5,798,661 4,569,365 5,798,661
Provision for Income Tax (including for earlier years) 13,42,138 734,690 13,42,138 734,690
Share of Profit / (loss) of Associates - - (6,25,14,668) (35,329,418)
Net Profit/(Loss) After Tax (15,52,57,344) (78,353,373) (21,77,72,011) (113,682,790)
Amount Available for appropriation NIL NIL NIL NIL
Less: Preference Dividend NIL NIL NIL NIL
Corporate Dividend Tax NIL NIL NIL NIL
Adjustment for accumulated depreciation NIL NIL NIL NIL
Adjustment for Share of Post acquisition accumulated Profits/Reserves NIL NIL NIL NIL
Profit/(Loss) carried to Balance Sheet (15,52,57,344) (78,353,373) (21,77,72,011) (113,682,790)
Other comprehensive income a) Items that will not be reclassified subsequently to profit or loss (4,36,343) (86,523) (4,36,343) (86,523)
b) Items that will be reclassified subsequently to profit or loss 1,02,459 22,280 -25,522 61,612
Total Comprehensive Income (15,49,23,460) (78,289,130) (21,73,10,147) (113,657,879)

previous year figures have been regrouped/rearranged wherever necessary.

Note: the above figure have been extracted from the audited standalone and consolidated financial statements as per Indian Accounting Standard (IND-AS).

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. 465.40 Lakh as compared to revenue of Rs. 733.22 Lakh in last year, a decrease of 36.53 %. The standalone loss after tax of your Company is Rs. 1552.57 Lakh compared to loss of Rs. 783.53 Lakh in last year, registering an increase of 98.15 % over the last year.

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

b) Consolidated Results of operation: During the financial year under review, your Company has consolidated its Financial Statements w.r.t. to its associate Companies viz Capital Infraprojects Private Limited and Golden Palm Facility Management Private Limited. The Companys consolidated revenue from operations is Rs. 465.40 Lakh as compared to revenue of Rs. 733.22 Lakh in last year, a decrease of 36.53 %. The consolidated loss after tax of your Company is Rs. 2177.72 Lakh compared to loss of Rs. 1136.82 Lakh in last year, registering an increase of 91.56% over the last year. The individual performance of these associates Companies have been discussed under in relevant head of this report.

BUSINESS OVERVIEW

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), Greater Noida Industrial Development Authority (GNIDA) and Yamuna Expressway Authority (YEA). The total lease hold area allotted to the Company alongwith SPVs is around 2,65,000 sq. meters and the projects are under various stages of construction.

1. PROJECTS DEVELOPED BY THE COMPANY-

EXPRESS PARK VIEW I: The Company is pleased to deliver its very first Group Housing Project namely "Express Park View" at Plot No GH-10B, Sector CHI-V, Greater Noida, U.P., located in main Noida-Greater Noida Expressway. This Group Housing Project has all important facilities and amenities such as well laid out roads and paths, landscaped areas and beautiful parks, street lights and well designed services to give world class comfort feeling to the residents. Project has 332 flats & 4 shops, consisting of 2 Bed Rooms and 3 Bed Rooms in sizes varying from 831sq.ft. to 1458 sq. ft. Presently, the Project is fully complete in all respects. The Company has booked total 318 Flats of varying sizes & 4 Shops, out of which the Company has given possession of 309 Flats & 4 Shops till 31.03.2019. The cost of unsold units has been considered as stock of units in completed project.

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

IITL-NIMBUS THE HYDE PARK NOIDA: The Company is developing a Group housing Project in the name of ‘IITL-NIMBUS THE HYDE PARK NOIDA in partnership with M/s IITL Projects Ltd. M/s. "IITL-NIMBUS THE HYDE PARK NOIDA is a special Purpose Firm incorporated for the purpose of Developing the Project. The Hyde Park Project for Residential Development encompasses all important facilities and amenities such as well laid out roads and paths, landscaped areas and beautiful parks, street lights and well designed services to give world class comfort feeling to the residents. Project consists of 2044 flats & 58 commercial units in totality. Apartments are of IBHK/ 2BHK/ 3BHK & 4BHK with sizes varying from 525sq.ft. to 2428 sq.ft. The Partnership Firm has booked total 1978 Flats of varying sizes & 58 commercial units in the said project and has collected Rs. 866.63 crore against sale/booking of above said flats & commercial units till 31.03.2019.

THE GOLDEN PALMS: The Company M/s ‘Capital Infraprojects Pvt. Ltd. is developing a Group Housing Project at Plot No. GH-01/E, Sector - 168, Noida. The Project ‘The Golden Palms encompasses all important facilities and amenities such as well laid out roads and paths, landscaped areas and beautiful parks, street lights and well designed services to give world class comfort feeling to the residents. Project consists of 1408 Flats and 49 Commercial Units in totality. Apartments are Studio Appt. / 2BHK/ 3BHK & 4BHK in sizes varying from 506sq. ft. to 2418 sq.ft. The company M/s ‘Capital Infraprojects Pvt. Ltd. has booked total 1106 Flats of varying sizes and 33 Commercial Units in the said project and has collected Rs. 482.47 crore against booking/sale of above said units till 31.03.2019.

EXPRESS PARK VIEW II: The Company had entered into a Partnership ‘IITL-NIMBUS THE EXPRESS PARK VIEW with M/s IITL Projects Ltd. & M/s Assotech Ltd. in April 2011, to develop the Group Housing Project ‘Express Park View - II at Plot No. GH-03, Sector CHI-V, Greater Noida. The agreed Capital Ratio between the partners is 47.5:47.5:5 and profit will be shared in the said Capital Ratio. However M/s. Assotech Limited retired from the partnership W.e.f 1st October 2018 and the capital contribution ratio of the retiring partner is being taken over by the existing partners M/s. Nimbus Projects Limited & M/s. IITL Projects Limited in the equal ratio. The new ratio of the existing partners is now 50:50 after the retirement of M/s. Assotech Limited. The Express Park View - II, Project for Residential Development shall encompass all important facilities and amenities such as well laid out roads and paths, landscaped areas and beautiful parks, street lights and well designed services to give world class comfort feeling to the residents. Project consists of 1668 flats in totality. Apartments are of 2BHK/ 3BHK in sizes varying from 984 sq.ft. to 1494 sq.ft. The Partnership Firm has booked total 729 Flats of varying sizes in the said project and has collected Rs. 204.06 Crore against booking/sale of above said flats till 31.03.2019.

GOLDEN PALM VILLAGE: The Company had entered into a Partnership ‘IITL-NIMBUS THE PALM VILLAGE with M/s IITL Projects Ltd. & M/s Assotech Ltd. in June 2011, to develop the Group Housing Project ‘The Golden Palm Village at Plot No. GH-03, Sector 22A, Greater Noida of Yamuna Expressway Industrial Development Authority. The agreed Capital Ratio between the partners is 47.5:47.5:5 and profit will be shared in the said ratio. However M/s. Assotech Limited retired from the partnership W.e.f 1st January 2019 and the capital contribution ratio of the retiring partner is being taken over by the existing partners M/s. Nimbus Projects Limited & M/s. IITL Projects Limited in the equal ratio. The new ratio of the existing partners is now 50:50 after the retirement of M/s. Assotech Limited. The Golden Palm Village, Project for Residential Development shall encompass all important facilities and amenities such as well laid out roads and paths, landscaped areas and beautiful parks, street lights and well designed services to give world class comfort feeling to the residents. Due to Real Estate Market conditions, low demand and consequent delay, the Firm, During the FY 2018-19, continues to refund the booking amount along with interest to the customers, pursuant to the provision to that effect in Builder Buyer Agreement, as per which, the total consideration received (including service tax) against the apartment shall be refunded along with the simple interest @ 12% p.a. from the date of receipt of each payment from the allottee. Interest payable on booking amount to be refunded as on 31.03.2019 has been provided in books of account.

3. DIVIDEND AND RESERVES

In view of the losses in your Company, the Board of Directors has decided not to recommend any dividend for the financial year ended March 31, 2019.

During the year under review, the Company has not transferred 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).

Pursuant to the provisions of the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Amendment Rules, 2017 (‘Revised Rules), the Company was not required to file any form with the Ministry of Corporate Affairs.

4. SHARE CAPITAL

The issued subscribed and paid up equity share capital of the Company as on March 31, 2019 was Rs. 7,43,80,000 (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 March 31, 2019 was Rs. 20,00,00,000 (Rupees Twenty Crore Only) consisting of 2,00,00,000, Zero % Non-Cumulative, NonConvertible, Non-Participating, Compulsory Redeemable Preference Shares of Rs.10/- each fully paid up. The issued & paid up capital of Redeemable Preference Shares has been considered as other financial liabilities in the financial statements for the financial year 2018-19 in accordance with the requirements of Ind-AS.

During the period under review the Company has changed the rights/ terms and conditions of 2,00,00,000 unlisted Preference Share, from 8% Non-Cumulative, Non-Convertible Non-Participating Preference Share to Zero % Non-Cumulative, Non-Convertible Non-Participating Preference Share through passing of Special Resolutions by preference shareholders as well as by Equity shareholders. The details terms and conditions of these preference shares have been mentioned in the notes to the financial statement.

During the period 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.

5. DIRECTORS & KEY MANAGERIAL PERSONNEL

a) Mr. Bipin Agarwal (DIN 00001276), who is longest service Director, is liable to retire by rotation at the ensuing Annual General Meeting. He being eligible, seeks his re-appointment as Director at the 26th Annual General Meeting of the Company.

b) The Board, on recommendation of the Nomination and Remuneration Committee (NRC), has appointed Mr. Prabhat Kumar Srivastava (DIN: 07600968) as an Additional Director on March 09, 2019, liable to retire by rotation. In terms of Section 161 of the Act, Mr. Prabhat Kumar Srivastava holds office up to the date of ensuing Annual General Meeting of the Company.

Pursuant to proviso 160(1) of the Companies Act, 2013, the company has received a notice in writing from a member of the Company proposing candidature of Mr. Prabhat Kumar Srivastava for the office of the Director. The Board, on recommendation of NRC proposes a resolution for appointment of Mr. Prabhat Kumar Srivastava as a Non-executive Non Independent Director, liable to retire by rotation, for the approval by the members of the Company

c) The Nomination and Remuneration Committee and the Board at their respective meetings held on 12th August, 2019, have recommended the re-appointment of Mr. Surinder Singh Chawla (DIN 00398131), whose first term as Independent Director of the Company is going to expire on 26th Annual General Meeting and proposed to be re-appointed as Independent Director for a second consecutive term from the conclusion of this 26th Annual General Meeting till the conclusion of 31st Annual General Meeting to be held in the year 2024, subject to approval of Members at the 26thAnnual General Meeting of the Company.

d) The Nomination and Remuneration Committee and the Board at their respective meetings held on 12th August, 2019, have recommended the re-appointment of Ms Anu Rai (DIN 07132809), whose first term as Independent Director (woman) is going to expire on 27th March 2020 and proposed to be re-appointed as Independent Director (woman) for a second consecutive term from 28th March 2020 to 27th March 2025, subject to approval of Members at the 26th Annual General Meeting of the Company.

e) Mr. Lalit Agarwal (DIN 00003903), resigned as Executive Director (Whole Time Director) & Key Managerial Personal (Company Secretary) of the Board on March 05, 2019 to pursue other interests and commitments.

However, the Company has received a written notice from a member of the Company proposing candidature of Mr. Lalit Agarwal for the office of Director of the Company. Mr. Lalit Agarwal has shown his wiliness for the proposed appointment. The Board, on recommendation of the Nomination and Remuneration Committee (NRC), at its meeting held on 12th August 2019, has decided to propose the appointment of Mr. Lalit Agarwal (DIN: 00003903) as Non Executive -Non Independent Director, liable to retire by rotation, before the members of the Company at the 26th Annual General Meeting of the Company.

A brief resume and other details relating to the Directors seeking re-appointment, as stipulated under Regulation 36(3) of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 and Secretarial Standards issued by Institute of Company Secretaries of India are furnished in the notice convening Annual General Meeting and forming a part of the Annual Report.

B. KEY MANAGERIAL PERSONNEL:

i. During the year under review, 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. Name Designation(s)
1. Mr. Bipin Agarwal Managing Director
2. Mr. Jitendra Kumar Chief Financial Officer
3. Mr. Lalit Agarwal1 Whole Time Director & Company Secretary
4. Mr. Sahil Agarwal2 * * * 6 7 8 Company Secretary and Compliance Officer

1. Mr. Lalit Agarwal, Whole Time Director and Company Secretary resigned from the Board w.e.f. March 05, 2019.

2. Mr. Sahil Agarwal, appointed as a Company Secretary and Compliance Officer w.e.f. 09th March, 2019.

ii On recommendation of Nomination and Remuneration Committee, the Board, at its meeting held on 12th August, 2019, has re-appointed Mr. Bipin Agarwal, as Managing Director and designates him ‘Chairman & Managing Director of the Company w.e.f 31st August, 2019. The Board recommends a special resolution for approval of terms and conditions of his appointment at the 26th Annual General Meeting.

6. CHANGE IN THE NATURE OF BUSINESS, IF ANY

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

7. NUMBER OF MEETINGS OF THE BOARD

During the year under review, 6 (Six) Board meetings were held and the gap between two meetings did not exceeding the period prescribed under Act. The details of Boards composition and attendance of each director are given in the corporate governance report section of this Annul Report.

8. COMMITTEES OF BOARD

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

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

The Board of Directors of the Company at their meeting held on August 10, 2018 has given their approval to give Corporate Guarantee of Rs. 30 crores to ‘Piramal Capital and Housing Finance Limited for the credit facilities agreed to be granted to IITL Nimbus, the Express Park View, Partnership Firm, in which a company is a partner. However, the Board has decided not to extend the abovesaid Corporate Guarantee at its meeting held on November 14, 2018.

There has been no other 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 relates and the date of the report.

10. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS

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

11. LISTING OF SHARES

The Companys equity shares are listed with the BSE Limited ( stock exchange). The annual listing fee for the year 2019-2020 has been paid to stock exchange.

12. DEMATERIALISATION OF SHARES

As on 31st March 2019, 89.88% ofthe Companys total equity paid up capital representing 6685287 equity shares are held in dematerialized form. SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 mandates that the transfer, except transmission and transposition, of securities shall be carried out in dematerialized form only with effect from 1st April 2019. The Company has, directly, sent intimation to shareholders who are holding shares in physical form, advising them to get the shares dematerialized.

The Company has got new ISIN(s) generated from National Depository Services Limited (NSDL) for unlisted 2,00,00,000, Zero% Non-Cumulative, Non-Convertible, Non-Participating, Compulsory Redeemable Preference Shares of Rs.10/- each fully paid upon variation in rights/terms and conditions of such preference shares. The NSDL has activated new ISINs (pursuant to change in rights/terms and conditions) for preference shares on 15.03.2019.

As at 31st March 2019, 100% of unlisted 2,00,00,000, preference shares have been held in dematerialized form.

13. PUBLIC DEPOSITS

During the year under review, your Company has not invited /accepted 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 as such no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

The Ministry of Corporate Affairs (MCA) has amended the Companies (Acceptance of Deposits) Rules, 2014, pursuant to which the Company is required to file with the Registrar of Companies (ROC) requisite returns in Form DPT-3 ( One time and Annual Return) for outstanding receipt of money/loan by the Company, which is not considered as deposits as at 31.03.2019. The Company has filed these returns in due course.

14. INSURANCE

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

15. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Particulars of loans, guarantees or investments, covered under the provisions of Section 186 of the Companies Act, 2013 and Regulation 34(3) and Schedule V of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 are mentioned in the notes forming part of the financial statement.

16. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the F.Y. 2018-19, the Company has entered transactions with related parties as defined under Section 2(76) of the Companies Act, 2013 read with Companies (Specification of Definitions Details) Rules, 2014, all of which were in the ordinary course of business and on arms length basis and in accordance with the provisions of the Companies Act, 2013 read with the Rules framed thereunder and as per Listing Regulations. Further, there were no transactions with related parties which qualify as material transactions under the Listing Regulations.

All transactions with related parties were reviewed and approved by the Audit Committee. The Audit Committee and the Board of Directors have approved the Related Party Transactions Policy for the Company and the same has been uploaded on the Companys website https://www.nimbusprojectsltd.com/pdf/NPL%20RPT%20Policy_ Nimbus%20Projects%20Limited_revised.pdf

The details of the related party transactions as per Indian Accounting Standard (IND AS) - 24 are set out in Note No. 32 to the Standalone Financial Statements and Note No. 29 to the Consolidate financial Statements forming part of this Annual Report.

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

17. RISK MANAGEMENT

In the terms of 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 put in place a management framework comprising risk governance structure and defined risk management processes, commensurate the size and nature of the business.

The processes and practices of risk management of the Company encompass risk identification, classification and evaluation. The Company identifies all strategic, operational and financial risks that the Company faces, by assessing and analyzing the latest trends in risk information available internally and externally and using the same to plan for risk management activities.

The objective of Companys policy on risk 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 guides the decision making on risk related issues.

Pursuant to Regulation 21 of the SEBI (Listing Obligations and Disclosure Requirements) 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 behaviour, 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 review. The details of such policy are available on the website of the Company.

During the Financial Year 2018-19, there were no complaints received under the mechanism.

19. STATUTORY DISCLOSURES

None of the Directors of your Company is disqualified 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 (Listing Obligations and Disclosure Requirements), Regulations 2015.

20. REPORTING OF FRAUDS BY AUDITORS

During the year under review, neither the statutory auditors nor the secretarial auditor has reported to the audit committee, under Section 143(12) of the Companies Act, 2013, any instance of fraud committed against the Company by its officers or employees, the details of which need to be mentioned in this Boards Report.

21. HUMAN RESOURCES

Employees are our vital and most valuable assets. We have created a favorable work environment that encourages innovation and meritocracy. It is important for us that organization culture and organization strategy are well aligned. Over a period we have developed a strong culture of transparency through constant employee communication and have developed strong performance management practices wherein best in class reward and recognition systems are deployed. We have also set up a scalable recruitment and human resources management process which enables us to attract and retain high caliber employees. Our employee partnership ethos reflects the Companys longstanding business principles and drives the Companys overall performance with the prime focus to identify, assess, groom and build leadership potential for future.

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 has been no foreign exchange inflow during the year under review. However, there is a foreign exchange outflow amounting to Rs. 1,71,704 /- (Rupees One Lakh Seventy One Thousand Seven Hundred Four Only) during the year under review.

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

The Company has put in place a Nomination and Remuneration Committee in accordance with the requirements of the Companies Act, 2013 read with the Rules made thereunder and Regulation 19 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. The details relating to the same are given in the Corporate Governance section forming part of this 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 is 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 201819 and holds 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 employee for purchase of its own shares pursuant to section 67(3) of the Companies Act, 2013.

Furthermore, the list of top ten employees in terms of remuneration had drawn during the financial year 2018-19 in annexed with the report as Annexure- III

25. AUDITORS AND AUDITORS REPORT

i) STATUTORY AUDITORS

At the 23rd Annual General Meeting held on 30th September 2016 M/s. Oswal Sunil & Co., Chartered Accountants (FRN: 016520N), were appointed as Statutory Auditors of the Company to hold office till the conclusion of the 28th Annual General Meeting. In terms of Companies Amendment Act, 2017 (came into force from May 7, 2018), the first proviso to Section 139(1) of the Companies Act, 2013 i.e ratification of the appointment of Auditors at every Annual General Meeting has been omitted. Accordingly, M/s. Oswal Sunil & Co., Chartered Accountants, will continue as Statutory Auditors of the Company till the conclusion of the 28th Annual General Meeting. 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 the Board of Directors of your Company at their meeting held on 30th May, 2018 has appointed Mr. Kapil Dev Vashisth, Practicing Company Secretary (Certificate of Practice No. 5458) as the Secretarial Auditors for the financial year 2018-19.

iii) INTERNAL AUDITORS

Pursuant to the provision of Section 138 of the Companies Act, 2013, the Board of Directors of your Company has appointed M/s. Goyal Tarun & Associates, Chartered Accountants (FRN:-026112N) as the Internal Auditors for financial year 2018-2019.

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.

iv) COST AUDITORS

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

v) AUDITORS REPORT

a) The Auditors Report for the financial year 2018-2019 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 is enclosed as Annexure IV to the Boards report in this Annual Report. The report does not have any qualification, reservation or adverse remark.

c) As required by the SEBI (Listing Obligations & Disclosure Requirements) Reg. 2015 the certificate on corporate governance is enclosed as Annexure-V to the Boards report. The auditors certificate for fiscal 2019 does not contain any qualification, reservation or adverse remark.

Pursuant to Regulation 24A of SEBI (Listing Obligations & Disclosure Requirements) Reg. 2015 read with SEBI circular CIR/CFD/CMD1/27/2019 dated February 08, 2019 a secretarial compliance certificate has been filed by the Company to the stock exchange within 60 days of the end of the financial year 2018-19. A copy of the certificate is enclosed as Annexure-VI to the Boards report.

26. 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.

27. 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.

28. DIRECTORS RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained, your Directors make the following statements in terms of Section 134(5) of the Act that:

a) in the preparation of the annual accounts for the financial year ending 31st March, 2019, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) such accounting policies as mentioned in notes to the annual financial statements have been selected and applied them consistently and made judgements 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, 2019 and loss of the Company for that period;

c) 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;

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

f) devised proper systems to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

29. MANAGEMENT DISCUSSION & ANALYSIS REPORT

In terms of the provision of Regulation 34(2)(e) read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Management Discussion & Analysis Report, for the financial year under review, is presented in a separate section forming part of the Annual Report. This report is also annexed herewith as "Annexure-VIP".

30. CORPORATE GOVERNANCE

As per Regulation 34(3) read with Schedule V of the Listing Regulations, a separate section on corporate governance practices followed by the Company, together with a certificate from the Companys Auditors confirming compliance forms an integral part of this Report refer "Annexure - VIII" to this report.

31. 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, there were no complaints or cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

32. EXTRACT OF ANNUAL RETURN

In accordance with Section 134(3)(a) of the Companies Act, 2013, an extract of the annual 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 http://www.nimbusprojectsltd.com/pdf/ar/ANNUAL%20RETURN_NPL_31.03.2018.pdf

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

During the period under review, your Company does not have any subsidiary or joint venture companies.

During the period 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 the associates are as follows:-

Golden Palms Facility Management Private Limited 31st March, 2019 Capital Infraprojects Private Limited 31st March, 2019
(in Rs.) (in Rs.)
Total Revenue 12,48,26,715 3,03,17,99,000
Less : Expenses 12,29,76,764 3,05,50,99,000
Profit/(loss) before Interest, Depreciation & Tax (EBITDA) 18,49,951 (2,33,00,000)
Finance Charges 9,99,696 10,06,65,000
Depreciation 46,926 16,55,000
Provision for Income Tax (including for earlier years) 2,13,664 -
Exceptional Items - -
Net Profit/(Loss) After Tax 589,665 (12,56,19,000)

During the period the overall performance of the Company has been decreased by contribution of loss of Rs. 625.15 Lakh incurred by associate companies, due to that, the loss after tax has increased by Rs. 625.15 Lakh.

A statement containing salient features of the financial statements of associate companies, pursuant to section 129 of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, in the prescribed form AOC-1 is attached herewith and forms part of this Annual Report as "Annexure-X."

34. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS

The Company has received necessary declaration form all Independent Directors of the Company that they meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16(1) (b) of the Listing Regulations. In the opinion of the Board, the Independent Directors, fulfil the conditions of independence specified in Section 149(6) of the Act and Regulation 16(1) (b) of the Listing Regulations.

35. BOARD POLICIES

Pursuant to applicable Provisions of the Companies Act, 2013 read with SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, the details of the policies approved and adopted by the Board are provided in Annexure- XI to this Boards Report.

36. FAMILIARIZATION PROGRAMME

Pursuant to Section 178 of the Companies Act, 2013 read with Companies (Meeting of the Board and its powers) Rules, 2014 and SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, yours Company had adopted a familiarisation programme for Independent Directors to familiarise them with the Company, their role, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model, management structure, industry overview, internal control system and processes, risk management framework, functioning of various divisions, HR Management etc.

Your company aims to provide its Independence Directors, insight into the Company enabling them to contribute effectively. The Company arranges site visit for the Directors, giving them insight of various projects and Directors are also informed of various developments relating to the industry on regular basis and are provided with specific regulatory updates from time to time. The details of familiarization programs may be accessed on the website of the Company. http://www.nimbusprojectsltd.com/pdf/Familiarization/DOF.pdf

37. EVALUATION OF BOARD, COMMITTEES AND DIRECTORS

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 and individual directors. The evaluation can be carried out by the Board or by the 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 (Listing Obligations and Disclosure Requirements), 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 (Listing Obligations and Disclosure Requirements), 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. This guidance note covers evaluation of Board/Directors on various parameters, such as:

> Board dynamics and relationships

> Information flows

> Decision-making

> Relationship with stakeholders

> Company performance and strategy

> Tracking Board and committees effectiveness

> Peer evaluation

The evaluation of all directors, the board as a whole and its committees thereof was conducted based on the criteria and framework 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.

38. 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 of various 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 year ended 31st March 2019, the Board is of the opinion that the Company has adequate IFC commensurate with the nature and size of its business operations and operating effectively and no material weakness exists.

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. The 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
Date: 12 August, 2019 Nimbus Projects Limited
Place: New Delhi Bipin Agarwal
Chairman & Managing Director
DIN: 00001276