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Directors Report of Nimbus Industries Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the Annual Report together with the Audited Accounts of the Company for the year ended 31st March 2015.

Financial Results:

(Rs. in lakhs)

Particulars 2014-15 2013-14

Total Revenue 72,27,56,058 59,30,75,883

Profit / (Loss) before Prior period, 23,54,504 22,96,049 Exceptional and Extra-Ordinary items.

Tax Expenses 9,16,000 7,71,702

Profit / (Loss) for the Year - -

Balance Carried Forward to Balance sheet 16,47,344 15,24,347

Performance of the Company during the year under review

During the year the company has achieved net sales of Rs. 72.27 cores as against Rs. 59.30 Crores in the previous year. The Company has profit has increased from Rs. 15.24 lakh to Rs. 16.47 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 in the previous years and 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 2014-15 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 Company's Articles of Association, Mr. Nimish Thakore, Director retire by rotation at this AGM being eligible, offer themselves for re-appointment.

Pursuant to clause 49 of the Listing Agreement with the Stock Exchanges, brief resume of Mr. Nimish Thakore have been provided in the notice convening the Annual General Meeting.

Mr. Gaurang Panchal, 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

Four meetings of the Board of Directors were held during the year.

Declaration by Independent Director

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Act and Clause 49 of the Listing Agreement with the Stock Exchanges.

The Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors which includes criteria for performance evaluation of the non-executive directors and executive directors and a process of evaluation was followed by the Board for its own performance and that of its Committees and individual Directors.

The details of programs for familiarization of 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 and related matters are put up on the website of the Company.

Directors' Responsibility statement:

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

(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. Sandip Patel and Mr. Nimish Thakore.

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.

A Certificate from the Auditors of the Company regarding compliance of the conditions of Corporate Governance as stipulated by clause 49 of the listing agreement 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, 2015 is annexed herewith and is part of the Annual Report.

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 equipment's 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 Company's enterprise wide risk management framework; and (b) Overseeing that all the risks 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 Company's 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 of the 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 30th September, 2014.,

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 31st March, 2014

5. Company has not filed Annual Accounts for the financial year ended 31stMarch 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 of the 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 company's web site.

Acknowledgments:

The Management is grateful to the Regulatory Authorities, Shareholders, Company's 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 of the employees.

For and on behalf of the Board of Directors Place: Mumbai Date: 18/08/2015 Nimish Thakore Director


Mar 31, 2011

To, The Members, Nimbus Industries Ltd. Mumbai, Maharashtra

The Directors have pleasure in presenting before you the ANNUAL REPORT of the Company together with the Audited Statement of Accounts for the year ended 31st March, 2011.

FINANCIAL RESULTS 2010-2011 2009-2010

Turn Over 2,078,421,530 689,958,901

Profit (Loss) Before Tax 6,243,169 3,736,642

Provision for Taxation 2,000,000 1,155,000

Profit (Loss) After Tax 4,243,169 2,581,642

OPERATIONAL HIGHLIGHTS

During the year under review, company has posted a turnover of Rs. 207.84 Cr. as against previous year turnover of Rs. 68.99 Cr. registering about 300% growth. Company has made significant efforts in creation of market and name for its quality products and prompt 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.

PUBLIC DEPOSITS

During the year under review the Company did not accept deposits in terms of Section 58A of the Companies Act, 1956 and pursuant to the provision of the Non-Banking Financial Companies (Reserve Bank) Direction 1997.

DIRECTORS

Mr. Sandip Sheth, Director of the company retires by rotation at this Annual General Meeting and being eligible, offers himself for re-appointment. The brief resume and other details of directors, who are to be re-appointed as stipulated under clause 49 (IV) (G) of the listing agreement, are furnished in the corporate Governance Report forming part of the Annual Report. During the year no changes had taken place in the constitution of the Board of Directors of the Company.

AUDITORS

M/s. N. L. Upadhyaya, Chartered Accountants, Mumbai, the Auditors of the Company retires at the conclusion of this Annual General Meeting. They are eligible for reappointment and indicated their willingness to act as an Auditor, if appointed and the appointment shall be in the limits prescribed under the provision of the Companies Act, 1956.

PARTICULARS OF EMPLOYEES

There was no employee in the Company whose particulars are required to be furnished as per section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975 as amended upto date.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING/OUTGOING

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.

During the year under review the Company has no foreign exchange earnings and outgo.

DIRECTORS' RESPONSIBILITY STATEMENT

Your Directors hereby report that:

(a) In the preparation of annual accounts, the applicable accounting standards have been followed;

(b) Appropriate accounting policies have been selected and applied consistently and judgments and estimates made that are responsible and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year ended 31st March 2011;

(c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities:

(d) Annual accounts have been prepared on a going concern basis.

CORPORATE GOVERNANCE AND COMPLIANCE

A report on corporate governance along with Management Discussion and Analysis is annexed to this report as Annexure. Certificate from Statutory Auditors with regards to the compliance of the corporate governance, as stipulated in Clause 49 of the Listing Agreement, by the company is annexed to this report.

The company has fully complied with all mandatory requirements prescribed under Clause 49 of the listing agreement. In addition, the company has also implemented some of the non mandatory provisions of Clause 49.

ACKNOWLEDGEMENT

The Board of Directors takes this opportunity to thank its Bankers and authorities for the Co- operation and support by them from time to time in the operation of the company during the year. The Board also places on record its deep appreciation for the contribution made by the employees at all levels.

Place :Mumbai By order of the Board

Date : 02-08-2011 For Nimbus Industries Ltd

SD/-

(Nimish Thakore)

Chairman


Mar 31, 2010

The Directors are pleased to present the Annual Report of the Company together with the Audited Financial Statements for the year ended 31st March, 2010.

SUMMARISED FINANCIAL RESULTS:

(Rs.)

Year ended Year ended 31.3.2010 31.3.2009

Income 689,958,901 599,015,262

Other Income 800,000 NIL

Total Expenditure 687,022,259 598,386,759

Profit before tax 3,736,642 6,28,503

Balance brought forward from previous year (7,889,880) (8,455,383)

THE YEAR UNDER REVIEW

During the year 2009-2010 company has witnessed a substantial growth rate with a profit before tax of 37.37 Lakhs as compared to the previous years profit of 6.28 Lakhs which amounts to a 15 % growth.

AUDITORS REPORT

The Auditors have not made any qualification to the financial statement, in their reports or relevant notes on accounts, which are self explanatory and do not call for any comments under section 217 (3) of the companies Act, 1956.

PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

A. CONSERVATION OF ENERGY:

- Energy Conservation measures taken: Adequate Steps has been taken for energy conservation.

- Additional Investments and Proposals, if any, being implemented for implemented for reduction of consumption of energy: On a periodic basis necessary corrective steps have been taken for replacement of old equipments.

- Impact of the measures as above for reduction of energy consumption and consequential impact on the cost of production of goods: The company is making efforts for making savings in the cost of production.

- Total energy consumption per unit of production : Not Identifiable

B. TECHNOLOGY ABSORTION: Not Applicable

C. FOREIGN EXCHANGE EARNING AND OUTGO

Total foreign exchange used and earned:- Not Applicable

FIXED DEPOSITS

As on 31.03.2010, the company held no deposit in any form from anyone. There was no deposit held by the company as on 31.03.2010 which was overdue or unclaimed by the depositors. For the present the broad of directors have resolved not to, accept any deposits from public, shareholders and others.

DIRECTORS

Mr. Rajesh Bhagat - Director liable to retire by rotation and being eligible offer himself for re-appointment.

DIVIDEND

In view of the carry forward losses incurred in the earlier years, the board regrets its inability to declare any dividend for the year under review.

AUDITORS

The retiring Auditors M/s. N.L. Upadhyaya & Co.- Chartered Accountants, Mumbai, have been appointed to hold office till the conclusion of the next Annual General Meeting. They have furnished a certificate to the effect that the proposed re-appointment, is in accordance with the limits specified U/s. 224(1 B) of the Companies Act, 1956.

PERSONNEL

The information pursuant to section 217 (2A) of the companies Act, 1956 and rules framed there under there was no employee falling under the category, hence no statement/particulars of employees, have been annexed to this report.

HUMAN RESOURCES

Your Directors would like to place on record their deep appreciation of all employees for rendering quality services to every constituent of the company.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217(2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement, it is hereby confirmed:

(i) That in the preparation of the accounts for the financial year ended 31st March, 2010, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 the year under review;

(iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) That the Directors have prepared the accounts for the financial year ended 31st March 2010 on a going concern basis.

ACKNOWLEDGEMENTS

The Directors place on record their appreciation for co-operation and support extended by the Government, Banks, Shareholders, and customers for their continued support extended to the company at all times.

The Directors further express their deep appreciation to all employees for commendable teamwork, high degree of professionalism and enthusiastic effort displayed by them during the year

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

Nimish Thakore Sandeep Sheth

Director Director

Place: Mumbai Dated: 02.08.2010

 
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