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Directors Report of Nimbus Projects Ltd.

Mar 31, 2016

BOARDS'' Report

To,

The Members,

Nimbus Projects Limited

The Directors have pleasure in presenting this 23rd (Twenty Third) Annual Report on the business and operations together with the Audited Financial Statements of the Company for the Financial Year ended 31st March, 2016.

1. PERFORMANCE OF THE COMPANY:

The financial results of the Company for the year ended 31st March 2016 are summarized below for your consideration.

(in Rs.)

Particulars

Standalone

Consolidated

For the Year Ended 31.03.2016 (in Rs.)

For the Year Ended 31.03.2015 (in Rs.)

For the Year Ended 31.03.2016 (in Rs.)

Total Income

8,40,54,037

21,23,78,932

8,40,54,037

Profit/(loss) before Interest, Depreciation & Tax (EBITDA)

(3,07,98,917)

1,69,69,630

(3,07,98,917)

Finance Charges

1,13,16,774

4,08,674

1,13,16,774

Depreciation

63,19,483

85,37,897

63,19,483

Provision for Income Tax(including for earlier years)

11,98,836

64,85,913

11,98,836

Net Profit/(Loss) After Tax

(4,96,34,010)

15,37,146

(4,96,34,010)

Share of Profit / (loss) of Associates

-

-

10,61,702

Profit/(Loss) brought forward from previous year

7,44,85,341

7,31,63,344

7,44,85,341

Amount Available for appropriation

NIL

NIL

NIL

Less: Preference Dividend

NIL

NIL

NIL

Corporate Dividend Tax

NIL

NIL

NIL

Adjustment for accumulated depreciation

NIL

(2,15,149)

NIL

Adjustment for Share of Post acquisition accumulated Profits/Reserves

NIL

NIL

46,25,315

Profit/(Loss) carried to Balance Sheet

2,48,51,331

7,44,85,341

3,05,38,347

*previous year figures have been regrouped/rearranged wherever necessary.

2. RESULTS OF OPERATIONS AND STATE OF COMPANY''S AFFAIRS

During the financial year under review, your Company''s revenue from operations is Rs. 840.54 Lakh compared to Rs. 2,123.79 Lakh in last year, a decrease of 60.42%. Loss before tax is Rs. 484.35 Lakh compared to Profit of Rs. 80.23 Lakh in last year, a decrease of 703.70% over the last year. Loss after tax is Rs.496.34 Lakh compared to Profit of Rs. 15.37 Lakh in last year, registering a decrease of 3329.28% over the last year.

All the above said decrease in profit before and after tax is due to loss in partnership firm, as all the projects developing in joint venture are under progress. Company will complete the same in next two year and as a result profit will be generated and financial position & ratios will be improved.

BUSINESS

The Company is engaged in Real Estate business, construction of Group housing Societies in the National Capital Region (NCR).

Apart from constructing its own project, the Company is also engaged in construction of residential flats through Special Purpose Vehicles (SPVs) and these SPVs have been allotted plots of land on long term lease, under Builders Residential Scheme (BRS) of the New Okhala Industrial Development Authority (NOIDA) and Yamuna Expressway Authority (YEA). The total lease hold area allotted to the Company along with SPVs is around 2,65,000 sq. meters and the projects are under various stages of construction.

Projects developed by the Company:-

EXPRESS PARK VIEW I: The Company is pleased to deliver its very first project namely "Express Park View" situated at Plot 10B, Sector CHI V, Greater Noida. Flats are being delivered to the allottees and the process of execution of sub-Lease Deed in favour of the allottees has been started and till 31st March, 2016 Company has executed 259 Sub-Lease deeds in favour of the respective allottees. This Project consists of 332 flats in totality, out of which the Company has sold out 310 flats as on 31st March, 2016.

Being a first project, your Company is extra vigilant for the process of delivery and ensuring to comply with the complete legal formalities thereby safeguarding and protecting the best interest of the end users.

Other Projects being developed by the Company along with SPVs:

THE HYDE PARK - Close vicinity with proposed Metro station, Express way, shopping complexes, Educational hub & hospital are the major highlights of the project- The Hyde Park. Noida and is adjoining a large cluster of premium Housing Projects on one side and green area on the other side. The lease hold area allotted to the project is around 60348.53 Sq.mt. and is situated at Sector 78, Noida. Project consists of approx. 2044 flats in total. It is scheduled to be completed in two phases. Construction of 17 Towers in Phase-I is complete, Firm has received Completion certificate for these Seventeen Towers from the NOIDA and the possession of flats is in full swing. Till March 2016 about 822 allottees have taken the physical possession of their flats. Also the process of Sub-Registration of flats will start effectively from June 2016.

THE GOLDEN PALMS - IT corridor, malls and Golf course are the major highlights of the project - Golden Palms, Noida. Living at Golden Palms is full of luxurious amenities with plush lifestyle surrounded by 80% greenery with variety of palms, flowers, hedges and ground cover. The lease hold area allotted to the project is around 39999.76 Sq.mt. and is situated at Plot No - GH - 01/E, Sector 168, Noida. Project consists of approx. 1408 flats of varying sizes including Studio Apartments. Possession of flats will be started from August 2016 in phased manner as Completion Certificate for seven Towers is sanctioned by the NOIDA in July 2016.

EXPRESS PARK VIEW II - Carved with innovation, Situated at unmatched location and well connected to Yamuna Expressway are the major highlights of the project - EPV II, Greater Noida. The lease hold area allotted to the project is around 52493.16 Sq.mt. and is situated at Plot No - 10C, Sector CHI V, Greater Noida right on the Expressway. Project consists of approx. 1700 flats of varying sizes. Possession of flats shall be started from December 2016 in phased manner.

GOLDEN PALM VILLAGE: This plot of land has been purchased by the Company jointly with IITL Projects Limited and Assotech Limited for construction of residential flats. The construction work was planned but due to slow market sentiments it was kept on hold. Further discussions with the consultants are being held to launch the project with some new vision as per the current market scenario.

3. DIVIDEND AND RESERVES

In view of the losses in the Company, the Board of Directors has decided not to recommend any dividend for the financial year ended March 31, 2016. Since no dividend was recommended, therefore no amounts were required to be transferred to reserves.

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 (uploading of information regarding unpaid and unclaimed amounts lying with Companies) Rules, 2012, the Company was not required to file any form with the Ministry of Corporate Affairs.

4. SHARE CAPITAL

The paid-up Equity Share Capital of the Company as on March 31, 2016 stood Rs. 7,43,80,000 comprising 74,38,000 Equity shares of Rs. 10/- each, fully paid - up. The paid - up Preference Share Capital of the Company as on March 31, 2016 was Rs. 20,00,00,000 consisting of 2,00,00,000 8% Non-Cumulative, Non-Convertible, Non-Participating, Compulsory Redeemable preference Shares of Rs.10/- each fully paid-up.

During the period under review, there was no change in the Share Capital 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.

However, your company has obtained no-objection letter from all its existing preference shareholders for variation in terms and condition of outstanding 2,00,00,000 8% Non-Cumulative Non-Convertible Non-Participating Compulsory Redeemable Preference Shares of Rs. 10/- each. Thereafter, the Company has obtained the approval of its Equity shareholders through postal ballot.

The New terms & Conditions are as follows:

8% Non-Cumulative, Non-Convertible, Non-Participating, Compulsory Redeemable Preference Shares of Rs. 10/

- each (at a premium of Rs. 40/- on each Preference Share) to be redeemed after 15 years at a premium of Rs. 100/

- on each Preference Share but which may be redeemed at the option of the Company at any time after 5 years at a fixed premium of Rs. 40/- on each Preference Share and an additional premium @ Rs. 4/- per year till these Preference Shares are redeemed. These shares carry no voting rights and the said shares are Non-convertible into equity shares.

5. DIRECTORS & KEY MANAGERIAL PERSONNEL

Details of Directors or Key Managerial Personnel who were appointed or resigned during the year are as follows:-A. DIRECTORS RESIGNATION

During the period under review, Mr. Mukesh Gupta had resigned from the directorship of the Company w.e.f 10th August, 2015.

APPOINTMENT

Mr. Debashis Nanda (DIN: 00150456) has been appointed as an Additional Independent Director of the Company by the Board at its meeting held on 12th August, 2016 and he will hold office up to the date of the ensuing Annual General Meeting. The Company has received requisite notice in writing from a Member of the Company proposing his candidature for the appointment as Non - Executive Independent Director of the Company for which Mr. Nanda has furnished his willingness and declaration of his independence. The Board hereby recommends his appointment to the shareholders as a Non-Executive Independent Director for a period of five years.

RE-APPOINTMENT OF DIRECTOR RETIRING BY ROTATION

In accordance with the provisions of Section 152 the Companies Act, 2013 and the Article of Association of the Company read with Companies (Appointment and Qualification of Directors) Rules, 2014 Mr. Bipin Agarwal (DIN: 00001276) retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The Board recommends his re-appointment.

Brief resume and other details relating to the directors, who are to be appointed/ re-appointed as stipulated under Regulation 36(3) of the SEBI (LODR) Regulations, 2015 and Secretarial Standards issued by ICSI, are furnished in the Notice of Annual General Meeting forming part of the Annual Report.

B. KEY MANAGERIAL PERSONNEL

During the year under review, the Company has following personnel as KMPs as per the definition under Section 2(51) and Section 203 of the Act.

S.No.

Name

Designation

1.

Mr. Bipin Agarwal*

Managing Director

2.

Mr. Swatantra Kumar Sethi**

Company Secretary

3.

Mr. Jitendra Kumar

Chief Financial Officer

4.

Mr. Lalit Agarwal***

Whole-Time Director & Company Secretary

*Mr. Bipin Agarwal (DIN: 00001276) have been re - appointed as Managing Director for a period of 3 (Three) years w.e.f. 31st August, 2016 subject to the approval of Shareholders in the ensuing Annual General Meeting. **Mr. Swatantra Kumar Sethi, Company Secretary & Compliance Officer has resigned from the Company w.e.f. 19th August, 2015.

***Mr. Lalit Agarwal has been re - designated as Whole Time Director & Company Secretary of the Company under Section 203 of the Companies Act, 2013 w.e.f. 9th November, 2015.

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

There has been no material Changes and Commitments affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report.

8. LISTING OF SHARES

The Company''s equity shares are listed with The Bombay Stock Exchange Limited. The annual listing fees for the year 2016-2017 have been paid to stock Exchange.

Pursuant to the requirements of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, during year under review, the company executed fresh listing agreements with The Bombay Stock Exchange Limited.

9. PUBLIC DEPOSITS

During the year under review, your Company has not 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.

10. INSURANCE

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

11. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Particulars of Loans, Guarantees or Investments, covered under the provisions of Section 186 of the Companies Act, 2013 read with Companies (Meetings of the Board and its Power) Rules, 2014 are given in the Financial Statements of the Company (please refer to Note Nos. 2.11 for investment & 2.26 for Guarantee of the standalone financial Statements).

12. 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 Company''s operations in future.

For the purpose of information, your company had paid a penalty of Rs. 2,55,793/- (Rupees Two Lakh Fifty Five Thousand Seven Hundred Ninety Three only) on 30th July, 2015 under Clause 41 of the Listing Agreement regarding non submission of audited financial results for the quarter / year ended 31st March, 2015. The said penalty was neither material / significant nor had any impact on the operations of the Company.

13. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the period under review, all contracts or arrangements entered into by the Company with its Related Parties were at arm''s length and in the ordinary course of business.

The policy on Related Party Transactions as approved by the Board has been displayed on the Company''s website at the link - http://www.nimbusprojectsltd.com/pdf/RPT Policy.pdf

Pursuant to Section 134 of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014, the particulars of such transactions are provided in Form AOC-2 which is annexed herewith as "Annexure-I" to this report. Related Party disclosures as per AS-18 have been provided in Note No. 2.28 to the financial statement.

14. RISK MANAGEMENT POLICY

The Company has a risk management framework comprising risk governance structure and defined risk management processes. The risk governance structure of the Company is a formal organization structure with defined roles and responsibilities for risk management.

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 main objective of the policy is to ensure sustainable business growth with stability and to promote a proactive approach in reporting, evaluating and resolving risks associated with the business. In order to achieve the key objective, the policy establishes a structured and disciplined approach to Risk Management, in order to guide decision on risk related issues.

The Board has formulated policy on Risk Management and the same may be accessed at the web-link http:/ /www.nimbusproiectsltd.com/pdf/Policies/Risk%20Management%20Policy.pdf

15. 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 Company''s 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 shareholders have direct access to the Chairman of the Audit Committee for lodging concern if any, for review.

The Board has formulated policy on Whistle Blower and the same may be accessed at the web-link http:// www.nimbusprojectsltd.com/pdf/VIGIL%20MECHANISM%20%20WHISTLE%20BL0WER%20P0LICY.pdf

16. STATUTORY DISCLOSURES

None of the Directors of your Company is disqualified as per the provision of Section 164(2) of the Act. The Directors of the Company have made necessary discolors, as required under various provisions of the Act and the SEBI LODR Regulations.

17. 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 Company''s longstanding business principles and drives the Company''s overall performance with the prime focus to identify, assess, groom and build leadership potential for future.

18. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

Even though operations of the Company are not energy intensive, the management has been highly conscious of the importance of conservation of energy and technology absorption at all operational levels and efforts are made in this direction on a continuous basis. In view of the nature of activities which are being carried on by the Company, the particulars as prescribed under Section 134(3)(m) of the Act read with rule 8 of the Companies (Accounts) Rules, 2014 regarding Conservation of Energy and Technology Absorption are not applicable to the Company and hence have not been provided.

19. FOREIGN EXCHANGE EARNINGS AND OUTGO

There has been no foreign exchange inflow during the year under review. However, there is a foreign exchange outflow amounting to Rs. 3,46,926/- (Rupees Three Lakh Forty Six Thousand Nine Hundred Twenty Six only) during the year.

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

Details of the remuneration of Directors, Key Managerial Personnel and Employees in terms of section 197(12) read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 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 and two lacs 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 lacs 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 2015-16 and holds by himself or along with his spouse and dependent children, not less than 2% of the equity shares of the Company.

Furthermore, the list of top ten employees in terms of remuneration had drawn during the financial year 2015-16 in annexed with the report as Annexure- III.

21. NUMBER OF MEETINGS OF THE BOARD

During the year under review, 5 (Five) Board meetings were held, with the gap between Meetings not exceeding the period prescribed under Act. The details of the board of directors'' including its composition and attendance of each director are given in the Corporate Governance Report.

22. COMMITTEES OF BOARD

(i) AUDIT COMMITTEE

In terms of section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, Your Company has in place Audit Committee of Board of Directors, comprising Mr. Surinder Singh Chawla (Independent Director) - Chairman, Mr. Lalit Agarwal (Executive Non- Independent Director) -Member, Mr. Partap Singh Negi (Independent Director) - Member and Ms. Anu Rai (Independent Director) - Member.

The details of meetings with attendance thereof and terms of reference of Audit Committee have been provided in the Corporate Governance Report which forms part of this report.

(ii) STAKEHOLDERS RELATIONSHIP COMMITTEE

The Company has also formed Stakeholders Relationship Committee in compliance to the Companies Act, 2013 & SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The details about the composition of the said committee of the Board of Directors along with attendance thereof has been provided in the Corporate Governance Report forming part of this report.

(iii) NOMINATION AND REMUNERATION COMMITTEE

In terms of Section 178 of the Companies Act, 2013 (''Act'') read with Companies (Meetings of the Board and its Power) Rules, 2014 and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has in place duly constituted Nomination and Remuneration Committee. The details of the composition of the committee along with other details are available in the Corporate Governance which is forming part of this Annual Report.

The details of the Remuneration Policy are given as ''Annexure-IV'' forming part of this Report.

It is hereby affirmed that the Remuneration paid is as per the Remuneration Policy of the Company.

23. AUDITORS AND AUDITORS'' REPORT

i) AUDITORS

During the period under review, M/s. Anil Prahalad & Co., Chartered Accountants were acting as Statutory Auditors who had audited the financials of the company for the year 2015-16. However, during the current fiscal year M/s. Anil Prahalad & Co., Chartered Accountants resigned as such and the Board of Directors at its meeting held on 28th May, 2016 appointed M/s. Oswal Sunil & Co., Chartered Accountants (FRN: 016520N) to fill the casual vacancy and they will hold the office till this Annual General Meeting.

Being eligible, M/s. Oswal Sunil & Co., Chartered Accountants (FRN: 016520N) have shown their willingness to be appointed as Auditors of the Company for a period of five years subject to the approval of Shareholders at the ensuing Annual General Meeting.

ii) AUDITORS'' REPORT

Auditors'' Report does not have qualification or adverse remarks. 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.

iii) DETAILS OF FRAUD REPORTABLE BY STATUTORY AUDITOR TO BOARD

On the basis of the confirmations reported to the Board in this regard, there were no instances of fraud, misfeasance or irregularity detected and reported in the Company during the financial year 2015-16 by Statutory Auditors of the Company pursuant to Section 143 (12) of the Companies Act, 2013.

iv) SECRETARIAL AUDITORS

As per provisions of Section 204 of the Act, the Board of Directors of the Company has appointed Mr. Kapil Dev Vashisth, Practicing Company Secretary (CP No.5458) to conduct Secretarial Audit for the FY 2015 - 16. The Secretarial Audit Report for the Financial Year ended 31st March, 2016 is annexed herewith marked as "Annexure-V" to this Report. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer and hence, no explanation is required thereon.

v) INTERNAL AUDITORS

The Board of Directors of your Company has re-appointed M/s. Goyal Tarun & Associates, Chartered Accountants (FRN:-026112N) as the Internal Auditors of the Company pursuant to the provisions of Section 138 of the Companies Act, 2013 for Financial Year 2016-2017.

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.

vi) Cost Auditors

In terms of the provisions of section 148 read with the rules made there under, cost audit is not applicable to your Company.

24. CORPORATE SOCIAL RESPONSIBILITY

Pursuant to the provisions of Section 135 of the Companies Act, 2013 and Rules made there under, the Company is not required to comply with the requirements of CSR.

25. 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, 2016, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) such accounting policies as mentioned in Note No. 1 of the annual financial statements have been selected 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 31st March, 2016 and of the 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 effetely; and

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

26. MANAGEMENT DISCUSSION & ANALYSIS REPORT

Management Discussion & Analysis Report for the year under review, as stipulated under Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (" Listing Regulations"), is presented in a separate section forming part of the Annual Report.

27. CORPORATE GOVERNANCE REPORT

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by Securities and Exchange Board of India (SEBI). A detailed report on Corporate Governance as stipulated under the Listing Regulations forms an integral part of this Report. A certificate from Auditors confirming compliance with the conditions of the Corporate Governance is also annexed herewith as "Annexure - VI" to this report

28. PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE

Your Directors state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

29. EXTRACT OF ANNUAL RETURN

An extract of the Annual Return required in Form No. MGT-9 is presented in a separate section and is annexed herewith as "Annexure - VII" to this report.

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

During the period under review, M/s. Golden Palm Facility Management Private Limited which was incorporated in the Financial Year 2014 -2015 as wholly owned subsidiary company, 50% stake of said company was purchased by M/s. IITL Projects Limited. Consequently, M/s. Golden Palm Facility Management Private Limited ceases to be the Subsidiary of the Company and became Associate of the Company. As on 31st March 2016 there are two associate companies of Nimbus Projects Limited viz. Capital Infra projects Private Limited and Golden Palms Facility Management Private Limited. Further, the highlights on the financial statements of both the associate companies are as follows:-

Particulars

Golden Palms Facility Management Pvt. Ltd. 31st March, 2016 (in Rs.)

Capital Infraprojects Projects Pvt. Ltd. 31st March, 2016 (in Rs.)

Total Income

3,21,11,298

69,61,65,558

Profit/(Loss) before Interest, Depreciation & Tax (EBITDA)

7,04,496

36,00,636

Finance Charges

9,064

10,67,079

Depreciation

40,659

2,20,345

Provision for Income Tax (including for earlier years)

2,02,325

6,42,257

Net Profit/(Loss) After Tax

4,52,448

16,70,955

During the period the overall performance of the Company has been increased by contribution of profit of Rs. 10.61 Lakh by associate companies, due to that loss after tax is decreased by Rs. 10.61 Lakh.

Apart from above, there are no Joint venture Companies which has become/ ceased as per the provisions of Companies Act, 2013.

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

The Company has laid down policy on Material subsidiary and the same is placed on the website of the Company. The said policy may be accessed at the following web-link. http://www.nimbusprojectsltd.com/pdf/Policy On Material.pdf

31. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS

All Independent Directors have given a declaration under Section 149 (7) of the Companies Act, 2013 that they meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

32. FAMILIARISATION PROGRAMME

As per requirement under the provisions of Section 178 of the Companies Act, 2013 read with Companies (Meetings of the Board and its powers) Rules, 2014 and SEBI (Listing Obligations and Disclosure Requirements) Requirements,

2015, yours Company had adopted a familiarization programme for independent directors to familiarize 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 Independent 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 program may be accessed on the Company''s website http:// www.nimbusprojectsltd.com

33. EVALUATION OF BOARD, COMMITTEES AND DIRECTORS

SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, mandates that the Board shall monitor and review the Board evaluation framework. The framework includes the evaluation of 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 Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual directors. Schedule IV of the Companies Act, 2013 states that the performance evaluation of Independent Directors shall be done by the entire Board of Directors, excluding the Director being evaluated. The evaluation of all the Directors, the Board as a whole and Committees thereof was conducted based on the criteria and framework adopted by the Board. The evaluation process has been explained in the corporate governance report. The Board approved the evaluation results as collated by the nomination and remuneration committee.

34. INTERNAL FINANCIAL CONTROL

The Company has in place an established internal financial control system to ensure the orderly and efficient conduct of its business, 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 of the Board of Directors, which provides strategic guidance on internal control.

ACKNOWLEDGEMENTS

The Directors place on record their 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 employees and shareholders of the Company for their continued support and confidence reposed in the management of the Company.

By order of the Board of Directors

Nimbus Projects Limited

Bipin Agarwal

Date : 12th August, 2016 Chairman cum

Managing Director

Place : New Delhi DIN: 00001276


Mar 31, 2014

Dear Members,

We are pleased to present the 21st Annual Report on the business and operations of the Company along with the Annual Accounts and the Auditors'' Report thereon for the financial year ended 31st March, 2014. The financial highlights for the year ended 31st March, 2014.

FINANCIAL HIGHLIGHTS

CONSOLIDATED FINANCIAL RESULTS

Year Ended Year Ended Particulars 31.03.2014 31.03.2013 (Rs. in Lacs) (Rs. in Lacs)

Total Income (Sales & Other Income) 2062.21 2437.83

Profit / (Loss) before Interest, Depreciation & Tax (270.34) 650.75

Less: Interest Expenses 11.13 206.97

Depreciation 68.98 71.81

Profit / (Loss) before Tax (350.45) 371.97

Less: Income Tax (Current) 43.21 194.12

Income Tax adjustment for prior years 5.59 0.27

Deferred Tax 6.01 (9.08)

Profit / (Loss) after tax but before Minority Interest (405.26) 186.66

Minority Interest 2.91 0.00 Profit / (Loss) after tax and after Minority Interest (408.17) 186.66

Add: Profit brought forward from Previous Year 1157.85 992.27

Amount available for appropriation 749.68 1178.93

Less: Preference Dividend (18.02) 18.02

Corporate Dividend Tax (CDT) (3.06) 3.06

Transfer to Capital Reserve 39.13 0.00

Balance carried to Balance Sheet 731.63 1157.85

The performance of the Company on standalone basis for the year ended 31st March, 2014 is as under:

STANDALONE FINANCIAL RESULTS

Year Ended Year Ended Particulars 31.03.2014 31.03.2013 (Rs. in Lacs) (Rs. in Lacs)

Total Income (Sales & Other Income) 2001.46 2437.83

Profit / (Loss) before Interest, Depreciation & Tax (316.22) 650.75

Less: Interest Expenses 11.13 206.97

Depreciation 68.48 71.81

Profit / (Loss) before Tax (395.83) 371.97

Less: Income Tax (Current) 40.00 194.12

Income Tax adjustment for prior years 5.58 0.27

Deferred Tax 5.89 (9.08)

Profit / (Loss) after tax (447.30) 186.66

Add: Profit brought forward from Previous Year 1157.85 992.27

Amount available for appropriation 710.55 1178.93

Less: Preference Dividend (18.02) 18.02

Corporate Dividend Tax (CDT) (3.06) 3.06

Balance carried to Balance Sheet 731.63 1157.85

CHANGE IN REGISTERED OFFICE OF THE COMPANY

Your company has shifted its registered office within local limits of the same city and place - From - 313-315, Vikas Deep Building, District Centre, Laxmi Nagar, Delhi -110092 To -1001-1006, 10th Floor, Narain Manzil, 23 Barakhamba Road, New Delhi-110001

The above change in Registered Office of the company is effective from 10th May, 2014. Company has made the necessary disclosures to the concerned Stock Exchanges and the Bombay Stock Exchange (BSE) has also updated the same on its official website.

EPV - FIRST RESIDENTIAL PROJECT READY FOR POSSESSION

The company is pleased to deliver its very first project namely "Express Park View" situated at Plot 10B, Sector CHI V, Greater Noida. The project is ready for possession and the initial process of Offer for Possession has been initiated. This project consists of 332 flats in totality, out of which the company has sold out 283 flats as on date. (85%) Being a first project, your company is extra vigilant for the process of delivery and ensuring to comply with the complete legal formalities thereby safeguarding and protecting the best interest of the end users.

DIVIDEND

The Company incurred loss of Rs. 395.83 Lacs (Standalone) and Rs. 350.45 Lacs (Consolidated) during the year. Considering the facts and prevailing circumstances, the Board of Directors of the Company has not recommended any dividend for the year.

AMOUNT TRANSFER TO RESERVE

The Company has not transferred any amount to reserve during the year under review.

STATUS OF PROJECTS

EXPRESS PARK VIEW (GREATER NOIDA) - The Express Park View-West is the first Residential project undertaken by the Company. Situated at Plot 10 B, Sector CHI V, Greater Noida at unmatched location and well connected to Yamuna Expressway. The apartments are surrounded by approx. 80% green area with pollution free environment.

HYDE PARK (NOIDA) - Close vicinity with proposed Metro Station, Express way, shopping complexes, Educational Hub & Hospital are the major highlights of the project - Hyde Park, Noida and is adjoining a large cluster of premium Housing Projects on one side and green area on the other side. The lease hold area allotted to the project is around 60348.53 Sq.mt. and is situated at Sector 78, Noida.

It is scheduled to be completed in two phases. The structural work of Phase I consisting of 16 towers is completed and finishing work is in progress. Phase II consisting of 7 towers, the structural work is completed till the 15th floor.

THE GOLDEN PALMS (NOIDA) - IT corridor, malls, Golf course are the major highlights of the project - Golden Palms, Noida. Living at Golden Palms is full of luxurious amenities with plush lifestyle surrounded by 80% greenery with variety of palms, flowers, hedges and ground cover. The lease hold area allotted to the project is around 39999.76 Sq.mt. and is situated at Plot No - GH - 01/E, Sector 168, Noida.

The project is under construction and it is scheduled to be completed in three phases, the first phase by 2014-15, second by 2015-16 and third by 2016-2017.

EXPRESS PARK VIEW II (GREATER NOIDA) - Carved with innovation, Situated at unmatched location and well connected to Yamuna Expressway are the major highlights of the project - EPV II, Greater Noida. The lease hold area allotted to the project is around 52493.16 Sq.mt. and is situated at Plot No - 10C, Sector CHI V, Greater Noida right on the Expressway.

The Project is under construction and it is scheduled to be completed in three phases, the first phase by 2015-2016, second by 2016-2017 and third by 2017-2018.

GOLDEN PALM VILLAGE (YAMUNA EXPRESSWAY) - Last, but not the least Residential Project of the Company. The lease area hold area allotted to the project is around 102995.70 Sq.mt. The excavation work has commenced along with pilling work. It is scheduled to be constructed in seven phases over a period of 10 years. This project is situated at Sector 22A, Greater Noida.

THE GOLDEN PALMS HOTEL & SPA, DELHI - The Company holds 90% share in Partnership Firm "INDOGREEN INTERNATIONAL" who is running a Hotel which is being managed by a chain of "The Golden Palms Hotel & Spa".

The said hotel comes into operation in June 2013.

The Firm is a jointly controlled entity and prepares its own separate financial statements and will be assessed as Firm under the Income Tax Act. In a very short span of time The Golden Palms Hotel & Spa has made significant in-roads and has come to known it is unmatched international hospitality

providing at very competitive price offerings. The Golden Palms Hotel & Spa is having its presence in Bengaluru, Delhi, Mussoorie, Zirakpur (Chandigarh), Colva (Goa), Calangute (Goa) and Badotiwala (HP).

COMMERCIAL PROJECTS - PEARLS BUSINESS PARK - The Company had entered into a collaboration agreement, under joint control, to construct a commercial complex "Pearl Business Park" at Pitampura, Delhi. On revision of the project it was found that the project has been fully completed. The revenue from and interest in such entity has been accounted for as an investment in terms of the provisions of the AS-27.

SUBSIDIARIES

During the period under review, your company has established a Subsidiary namely M/s. Hepta Developers Private Limited effective from 27th day of March, 2014 by virtue of acquiring 47,733 (Fourty Seven Thousand Seven Hundred Thirty Three) Equity Shares of M/s. Hepta Developers Private Limited at Rs. 115 each (Rupees One Hundred and Fifteen Only) after considering the Current Market Scenario , Feasibility Report, Terms & Conditions and also the Valuation Certificate of M/s. Hepta Developers Private Limited for consideration of price of share.

The statement pursuant to Section 212(1) (e) of the Companies Act, 1956 relating to subsidiary companies forms a part of the financial statements. The financial information of the subsidiary company is disclosed in the Annual Report and the Company will make available the Annual Accounts of the subsidiary companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary company will also be kept open for inspection at the Registered Office of the Company and that of the respective subsidiary company. The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary company.

FINANCIAL & OPERATIONAL REVIEW

The Company''s incurred a consolidated loss of Rs. 350.45 lacs and standalone loss of Rs. 395.83 Lacs for the year. Consolidated earning per share is negative Rs. 5.20 and Standalone earning per share is negative Rs. 5.73 as compared to positive Rs. 2.23 in the previous year.

Your Company has recorded a decrease in the consolidated revenues from operations Rs. 2160.47 Lacs in the previous year to Rs. 1741.20 Lacs in the current year due to decrease in Brokerage Income as comparison to last year.

The consolidated Profit/Loss before Tax stood at Rs. (350.45) Lacs and Net Profit/Loss stood Rs. (408.17) Lacs.

The Company continued its focus on core business activity in the Real Estate Sector. The key revenue streams for the Company include Sale of Residential Flats which is 1508.09 Lacs for the year in review.

Other Operating Income streams include Brokerage Income, Renting Income and Profit on sale of property etc., while Other Income includes, Interest on Fixed Deposits, Capital Gain, and Dividend etc.

Your Company is in the business of real estate development, construction & building the projects. The Company is into realty sector as a Developer and implementing, operating and undergoing several projects by establishing the special purpose vehicles in the region of Noida, Greater Noida & NCR areas.

Your Company is currently working on five residential projects with a total area of 8812338 sq. ft. of which it has already sold 3626356 sq. ft. of space.

Your Company met all stakeholder commitments in time during the year, including those to the lending institutions despite tight liquidity condition.

LISTING OF SECURITIES

At present, the securities of the Company are listed on Delhi Stock Exchange and Bombay Stock Exchange.

PUBLIC DEPOSITS

The Company has not accepted any deposits from the public during the year under review.

DIRECTOR''S RESPONSIBILITY STATEMENTS

To the best of our knowledge and belief and according to the confirmations and explanations obtained by them, your directors make the following statements in terms of Section 217(2AA) of the Companies Act, 1956:

i) that in the preparation of annual accounts applicable accounting standards have been followed along with proper explanation relating to material departure;

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 Loss of the Company for the period under review;

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

iv) that the Directors have prepared the annual accounts for the year ended 31st March 2014 on ''going concern basis''.

DIRECTORS

Retire by Rotation - Shri Lalit Agarwal

Pursuant to Section 152 of the Companies Act, 2013, Sh. Lalit Agarwal, Director retires by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment.

Independent Director - Shri Surinder Singh Chawla, Shri Mukesh Gupta and Shri Partap Singh Negi Pursuant to the provisions of Sections 149, 152 and other applicable provisions, if any, of the Companies Act, 2013 ("Act") and the Rules made thereunder read with Schedule IV to the Companies Act 2013, Sh. Surinder Singh Chawla, Sh. Mukesh Gupta and Sh. Partap Singh Negi are recommended to be appointed as Independent Directors of the Company for a term of consecutive 5 years with effect from the conclusion of this 21st Annual General Meeting till the conclusion of 26th Annual General Meeting to be held in the year 2019.

Brief resume of the Directors proposed to be re-appointed and other details as stipulated under Clause 49 of the Listing Agreement are forming part of this Annual Report.

Resignation - Shri Sunil Jain

Shri Sunil Jain has resigned from the Board w.e.f. 01-08-2014. Board wishes to place on record the valuable services rendered by him during his tenure with the Company.

RENAMING OF BOARD COMMITTEES

The Board of Directors of the Company has renamed the Remuneration Committee as "Nomination and Remuneration Committee" and also renamed the Shareholders''/Investors'' Grievance Committee (SIG Committee) as "Stakeholders Relationship Committee (SR Committee)" in compliance with section 178 of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

REVISED WHISTLER BlOWER POLICY / VIGIL MECHANISM

In compliance with Companies Act 2013, the revised whistler bowler policy / vigil mechanism has been posted on the company''s website.

CORPORATE GOVERNANCE REPORT

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI. The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report. The requisite certificate from the Practicing Company Secretaries, M/s. KAPIL DEV VASHISTH, confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49, is attached to Corporate Governance Report.

AUDITORS

M/s. Anil Prahalad & Co., Chartered Accountants, who are the present Statutory Auditors of the Company, holds office till the conclusion of this 21st Annual General Meeting and is eligible for re-appointment. However, pursuant to the provisions of Section 139 and other applicable provisions, if any, of the Companies Act, 2013 and the Companies (Audit & Auditors) Rules, 2014 and pursuant to the recommendation made by the Audit Committee of the Board, it is proposed to appoint M/s. Anil Prahalad & Co., Chartered Accountants as Statutory Auditors of the Company for a consecutive period of 3 years from the conclusion of this 21st AGM till the conclusion of the 24th Annual General Meeting to be held in the year 2017, subject to ratification of their appointment at every Annual General Meeting.

COST COMPLIANCE

The Cost Compliance of the company are M/s. Bhavna Jaiswal & Associates (Cost Accountants), in compliance with section 188 and other applicable provisions of the Companies Act, 2013.

INTERNAL AUDITORS

It is pleasure to inform that your board has already appointed the Internal Auditors before the applicability of Companies Act 2013, and M/s. Goyal Tarun & Associates are the continuing Internal Auditors of the company for the financial Year 2014-15 reappointment w.e.f. 27th March, 2014.

In the year 2013-14, M/s. Goyal Tarun & Associates were appointed vide Board Meeting dated 10th April 2013.

M/s. Goyal Tarun & Associates, Chartered Accountants, provide an independent and objective assessment of the effectiveness and efficiency of a company''s operations, specifically its internal control structure.

CONSOLIDATED FINANCIAL STATEMENTS

The Audited Consolidated Financial Statements based on the Financial Statements received from subsidiary namely M/s, Hepta Developers Private Limited, as approved by their Boards of Directors have been prepared in accordance with the Accounting Standard 21(AS 21) "Consolidated Financial Statements" specified in the Companies (Accounting Standards) Rules, 2006 notified by the Central Government in terms of section 211(3C) of the Companies Act, 1956.

These Financial Statements form a part of the Annual Report.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

The Management Discussion and Analysis Report as required under Clause 49 of the listing agreement with the Stock Exchanges forms part of this Report.

DISCLOSURES

1. Particulars of Employees

In terms of the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended, there is no employee drawing salary in excess of Rs. 5 Lacs per Month or Rs. 60 Lacs per annum, during the year.

2. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The particulars as required to be disclosed pursuant to Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, the Company has not carried on any activity relating to conservation of energy and technology absorption & there has been no foreign exchange inflow during the year under review. However, there is a foreign exchange outflow amounting to Rs. 7,53,000/- (Rupees Seven Lacs Fifty Three Thousand Only) during the year.

ACKNOWLEDGEMENT

Your Directors wish to express their grateful appreciation forth valuable support and co-operation received from business associates, banks, financial institutions, shareholders, various statutory authorities and society at large. Your directors also place on record, their appreciation for the contribution, commitment and dedication of the employees of the Company and its subsidiaries at all levels.

By order of the Board (Bipin Agarwal) Place : New Delhi Chairman cum Managing Director Date : 13th August 2014 DIN: 00001276


Mar 31, 2013

Dear Members,



Financial Highlights (Rupees in Lacs)

Particulars Year Ended Year Ended

31.03.2013 31.03.2012

Profit before Interest, Depreciation & Tax 2272.20 2375.52

Less Interest Expenses 650.75 727.58

Depreciation 206.97 243.83

Profit before Tax 71.81 47.81

Less: Income Tax (Current) 371.97 435.94

Income Tax adjustment for prior years 194.12 93.76

Deferred Tax

Dividend

Your Directors believe that since the Company is under the expansionist stage and are using income to promote growth, it wil I be prudent for the Company to conserve resources for the undergoing projects and its expansion, which will eventually enhance the profitability and will be beneficial for the shareholders.

Additionally, there is a decline in the profit of the Company as compared from the last financial year. Hence, your Board of Directors has decided to plough back the profits and accumulated reserves and not to declare the dividend this year.

In addition, as per the requirements of Section 205 and other applicable provisions of the Companies Act 1956, your company has made a specific provision out of the profit for the dividend due on Preference Shares.

Amount transferred to reserve

The Com pany has not transferred any amount to reserve during the year under review.

Operations

Your Company booked gross sales of 1538.54 Lacs, that includes 1532.67 Lacs of residential and commercial offices, complexes during the F. Y. 2012-13.

Your Company met ail stakeholders coram itments in time during the year. Your Directors have pleasure in declaring that during the financial year your Company earned a profit of Rs. 3,71,97,026/- (Rupees Three Crores Seventy One Lacs Ninety Seven Thousand Twenty Six Only) before tax.

Status of Current Projects

1. EXPRESS PARK VIEW {GREATER NOIDA) - Situated at unmatched location and well connected to Yamuna Expressway, The Express Park View is the first Residential project on Yamuna Expressway. The apartments are surrounded by approx. 80% green area with pollution free environment. Express Park View apartments are poised to scale the grand heights of luxury and lavish. Carved with innovation and dedication the expanse of the invigorating environs is an allurement to revel in. The Project consists of 332 flats in totality and varying in 2 BHK and 3 BHK varying in 831 sq.ft, 1000 sq.ft. I267sq.ftand 1458 sq.ft. respectively. At present the project is at the stage of completion and shall be delivered at a very short span of time.

2. HYDE PARK (NOIDA) - The Hyde Park is located in an eco friendly region at sector-78 just next t Sector-50, Noida. The project is located in a close vicinity with proposed metro station, Express way, shoppin complexes, Educational Hub & Hospital. Living at Hyde Park will be surrounded by soothing greenery, eco friendl environment and luxurious amenities , spread across 15 acres. The Project consists of 2044 flats in totality i varying in 1 BHK, 2 BHK, 3 BHK & 4BHK with varying sizes of 525 Sq. ft., 1080 sq. ft., 1320 sq.ft., 1550 Sq.ft 1835sq.ft., & 23 80 sq.ft. of Super Built up Sales area. Construction of Structural work of Phase one Towers is almos completed, and your company is committed to give possession well on time frame.

3. THE GOLDEN PALMS (NOIDA) - The Project is situated at post Sector 168, Noida right on the Expressway and is spreaded over 10 acres of land (approx.) The project consists of approx. 1370 flats in totality c 1,2,3,4 BHK Luxury apartments of varying sizes of 506 sq.ft., 700 sq. ft., 1085 sq.ft., 1554sq.ft, 1914sq.ft.,
4 EXPRESS PARK VIEW II (GREATER NOIDA)-Situated at unmached location and well connected to Yamuna Expressway. The apartments are surrounded by approx.80% green area, with pollution free environment.Express Park View apartments are poised to scale the grand heights of luxury and lavish. Carved with innovation and dedication the expanse of the invigorating environs is an allurement to revel in The Proiect shall consists of approx.1668 flats in totality of 2,3,4 BHK varying in 984 sq.ft., 1114 sq.ft., 1494 sq.ft., 1774 sq.ft., 2148 sq.ft. and 2191 sq.ft. The construction of project is at its initial stage and is in full swing.

5. GOLDEN PALM VILLAGE (YAMUNA EXPRESSWAYS-Your Company feels proud in Launching new Project "The GoldenPalm Village" at Yamuna Expressway which is well connected to FNG and adjacent to international Formula Track Racing.The project is spreaded across 25 Acres of Land with all compforts and lifestyles. The project will be surrounded by 60% green area. The Project shall consists of approx.3840 flats in totality of 2,3 BHK VARYING IN 984 SQ.FT., 1114 SQ.FT., 1494 SQ.FT., 1774 sq.ft., 2148 sq.ft. and 2191 sq.ft.

6. THE GOLDEN PALMS HOTEL & SPA (FORMALLY FORTUNE HOTEL, DELHI)-The company has developed a Hotel Project in Joint collaboration under the name of "Indogreen International". The Hotel is bein operated by the renowned chain of "The Golden Palms Hotel & SPA". It is the epitome of beauty, serenity and colonic charm. The hotel is located in close proximity to the Malls & Market, with 48 exquisite rooms all well equipped wit modern amenities

Featured with bold contemporary style, the hotel is strategically located at Patparganj, Delhi, with easy access t NCR. The hotel is just 10 minutes drive from the Metro Station and 15 minutes from Anand Vihar Railway Statior Reported the first planned city rich, prosperous, spic and span green city is the ultimate destination wher hospitality is more than just a smile that greets you, where sophistication blends with cool urbanity where busines meets sophistication with unwind delight and where you can let your hair down and just be yourself.

7. COMMERCIAL PROJECTS - PEARLS BUSINESS PARK - Pursuant to Collaboration Agreement under joint control, the company has successfully constructed a commercial complex namely "PEARL BUSINESS PARK", at Pitampura, Delhi, the possession of which is already being given to the customers.

LAND AREA NUMBER OF NAME OF PROJECTS (IN SQUARE FLATS NUMBER OF METERS) FLATS SOLD

Express Park View, Sector-Chi 9951.04 332 262 V, Greater Noida, UP (NIMBUS)

Hyde park, Sector-78, Noida, UP 60348.53 2044 1082

Golden Palms, Sector-168, 39999.76 1370 757 Noida, UP

Express Park View H, Sector 52493.16 1668 587 Chi V Greater Noida, UP

Golden Palm Village (formerly 102995.70 3841 237 Palm Village), Yamuna Express Way, UP

The greatest assets of the company are adopting latest and innovative construction techniques that enabled the company to take up abovementionedprojects.

The revenue from and interest in such entity has been accounted for as an investment in terms of the provisions of the AS-27.

In future, Company will continue to perform satisfactorily, both in the term of size and profitability.

Raising of additional funds by issuing 8%, Non Cumulative, Non Convertible, Non Participatin Compulsory Redeemable Preference Shares

As members are aware that the Company has passed a Special Resolution in the Extra Ordinary Gener Meeting held on 28th December 2012 and obtained approval from Members for issuing the Preference Shares, which the nomenclature is-

8% Non Cumulative, Non Convertible, Non Participating, Compulsory Redeemable Preference Shares of K 10/- each at a premium of Rs. 4 0/-.

Hence, pursuant to shareholder''s approval and consent, the Board after satisfying all the requisite formalitii relating to stock exchange(s), ROC and 7 or all other authorities, has raised a sum of Rs. 100 crores as on date t allotting Preference Shares in different tranches to different allottees.

Consequently, the paid up share capital of the company now consists of-

1. Rs. 7,43,80,000 Equity Share Capital divided into 74,3 8,000 Equity Shares of Rs. 10 each fully paid up and

2. Rs. 20,00,00,000 Preference Share Capital divided into 2,00,00,000 Preference Shares of Rs. 10 eac fully paid up.

Public Deposit

The Company has not accepted Public Deposit under Section 58Aand 58 AA of the Companies Act, 1956 froi public during the year under review.

Director''s Responsibility Statement

Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956 it is hereby confirmed:

i) that in the preparation of annual accounts applicable accounting standards have been followed alon with proper explanation relating to material departure;

ii) that the Directors have selected such accounting policies and applied them consistently and mad judgments and estimates that were reasonable andprudent so as to give a true and fair view of the state o affairs of the Company at the end of the financial year and of the profit of the Company for the period under review;

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

iv) that the Directors have prepared the annual accounts for the year ended 31st March 2013 on ''going concern basis.

Directors

Pursuant to Section 256 of the Companies Act, 1956 read with the Clause 90 of the Articles of Association of the Company, Sh. Surinder Singh Chawla and Sh. Partap Singh Negi Directors retire by rotation at the ensuing Annual General Meeting and being eligible, have offered themselves for re-appointment.

Brief resume of the Directors proposed to be re-appointed and other details as stipulated under Clause 49 of the Listing Agreement, are provided in the Notice for convening the Annual General meeting.

The Board so far evaluated Non Executive Directors collectively to reinforce the principles of collective responsibility.

Sh. Sunil Jain has resigned from the Board w.e.f. 01 08 - 2013. Board wishes to place on record the valuable services rendered by Sh. Sunil Jain during his tenure.

Corporate Governance Report

The Corporate Governance Report, as stipulated under Clause 49 of the listing agreement with stock exchanges forms part of this Report. The requisite certificate from the Practicing Company Secretaries, M/s. KAPIL DEV VASHISTH confirming compliance with the conditions of corporate governance as stipulated under the aforesaid Clause 49, is attached to Corporate Governance Report.

Auditors

The Auditors M/s. Anil Prahlad & Company, Chartered Accountants, hold office until the conclusion of the forthcoming Annual General Meeting and are eligible for re-appointment. Certificate from the Auditors has been ™m toih
Cost Compliance

The Audit Committee vide its meeting dated 10th Aug 2012, has recommended the appointment of Cost Auditors and proposed the profile of M/s. Bhavna Jaiswal & Associates (Cost Accountants), incompliance with section 233B and other applicable provisions of the Companies Act, 1956. The Board of Directors has approved the said appointment vide their meeting dated 10 Aug 2012.

Management Discussion & Analysis Report

The Management Discussion and Analysis Report as required under Clause 49 of the listing agreement with the Stock Exchanges forms part of this Report.

Disclosures

1. Particulars of Employees

During the year 2012-13, there is no employee drawing salary in excess of Rs. 5 lacs per Month or Rs 60 lacs per annum, pursuant to amendment prescribed under Section 217(2A) of the Companies Act, 1956, as amended up to date.

2. Conservation of Energy, Technology Absorption

The Company has not carried on any activity relating to conservation of energy and technology absorption.

3. Foreign Exchange Earnings & Outgo

There has been no foreign exchange inflow during the year under review. However, there is a foreign exchange outflow amounting to Rs. 40,202/- (Rupees Forty Thousand Two Hundred Two only).

Acknowledgement

Your Directors wish to place on record their sincere appreciation to all the employees for their dedication and commitment. The hard work and unstinting efforts of the employees have enabled the Company to sustain and further consolidate its position in the industry.

Your Company continues to occupy a place of respect among stakeholders, most of all our valuable customers. Your Directors would like to express their sincere appreciation for assistance and co-operation received from the vendors and stakeholders including financial institutions, banks, Central and State Government authorities, customers and other business associates, who have extended their valuable sustained support and encouragement during the year under review. It will be the Company''s endeavour to build and nurture these strong links with its stakeholders.



By order of the Board



Place: New Delhi BIPIN AGARWAL

Date: 26th August 2013 Chairman


Mar 31, 2010

The Directors have pleasure in presenting 17th Annual Report of the Company together with the Audited Accounts of the Company for the period ended on 31 st Day of March, 2010.

Financial Results 2009-10 2008-09 (Rs.) (Rs.)

1. Total Income/Sale 156860003 171154290

2. Adm. & Operative exp. 9435258 8057538

3. Depreciation 5877087 3642098

4. Profit/ (loss) before tax 24603862 8930576

5. Profit/(loss) after tax 18821682 5939742

Dividend

Your Board of directors have decided to plough back the profits and accumulated reserves as the same are required for increasing the operational efficiency of the Company. Taking into view of current policy of the Company, your directors do not recommends any dividend for the financial year 2009-10.

Business Performance

The prevalent business environment is conducive to the growth of a construction & infrastructure companies. The construction sector is one of the largest employers in the country. Your Directors have pleasure in declaring that during the financial year your Company earned a profit of Rs.2,46,03,862 /- before tax.

Expansion Projects

EXPRESS PARKVIEW, GREATER NOIDA

The Company has launched a New Group Housing Project namely "Express Park View" at Greater Noida during Previous Year. The Apartments are being planned on a 9951.04 Sq. mtrs. situated at Plot No GH-10B, Sector CHI-V, Greater Noida, strategically located in main Noida- Greater Noida Expressway. The proposed Flatted 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 320 flats in totality. Apartments shall be 2 Bed Rooms and 3 Bed Rooms in sizes varying 831 sq.ft. to 1458 sq.ft.

Company has already booked total 84 Flats of varying sizes in the said project and have collected the booking amount of Rs. 94 Lacs for the said 84 flats till 31.03.2010.

THE HYDE PARK, NOIDA

The Company has entered into a consortium Agreement with M/s Indo Green Projects Ltd. & M/s Supertech Ltd. with the specific objective of making a bid under the scheme for Allotment of Group Housing Plots for plotted and Flatted Development Scheme Code: GH-2010 (I) FOR PLOT NO. GH-003 AT SECTOR - 78, NOIDA, of New Okhla Industrial Development Authority (NOIDA). The agreed Capital Ratio is 45:45:10 and profit will be shared in the Weighted Average Capital Ratio. Abid application was made by the Consortium for allotment of a plot of land under the said Scheme of NOIDA, and the Consortium has been awarded the bid and has been allotted a piece of land admeasuring 60,348.53 Sq. Mtrs situated at GH-03, Sector 78, Noida for construction of Group Housing Projects under the said Scheme on 16th March 2010.

PEARLS BUSINESS PARK, DELHI

The company had entered into a collaboration agreement, under joint control, to construct a commercial complex "Pearl Business Park" at Pitampura, Delhi and the construction work has been going on. On revision of the project it has been found that 85% of the project has been completed as on the 31st March, 2010. The revenue from and interest in such entity has been accounted for as an investment in terms of the provisions of the AS-27.

THE FORTUNE HOTEL, DELHI

The company had entered into a Partnership Firm, "IndoGreen International" to develop a Hotel Project "The Fortune Hotel" at Mandawali, Delhi. The agreed Capital Ratio is 50: 50 and profit will be shared in the Weighted Average Capital Ratio. The Firm is a jointly controlled entity and prepares its own separate financial statements and will be assessed as Firm under the Income Tax Act. The construction work has been going on and on revision of the project it was found that 70% of the project has been completed as on 31st March, 2010. The revenue from and interest in such entity has been accounted f as an investment in terms of the provisions of theAS-27.

Fixed deposit

The Company has not accepted deposits under Section 58Aof the Companies Act, 1956 from public during the year under review

Directors

Sh. Surtll Jain, Director, who retires at this Annual General Meeting and being eligible offer himself for reappointment.

Sh. Mukesh Gupta, Director, who retires atthisAnnual General Meeting and being eligible offer himself for reappointment Yours Directors recommends the appointment of Sh. Sunil Jain and Sh.Mukesh Gupta as Directors for your approval.

Sh. Vlrendra Tripathy & Sh. Praveen Tayal tendered their resignations from the post of directorship W.e.f 25.03.2010 due to some personal reasons. Your Company wishes to place on record the valuable services rendered by Sh. Virendra Tripathy & Sh. Praveen Tayal during their tenure.

Sh. Satlsh Goel tendered his resignation from the post of directorship W.e.f 30.03.2010 due to some personal reasons. Your Company wishes to place on record the valuable services rendered by Sh. Satish Goel during their tenure.

In accordance with the provisions of Articles of Association of the company read with Section 260 of the Companies Act, 1956, The Board of Directors of the company appointed Sh. Rajeev Kumar Asopa & Sh. Ram Kumar Agarwal as an additional directors of the company on 25.03.2010, whose office is liable to cease on the date of ensuing Annual General Meeting & in respect of whom the company has received a notice in writing U/s. 257 of the Companies Act,1956 proposing their candidatures for the office of director, liable to retire by rotation.

Your Directors recommends the appointment of Sh. Rajeev Kumar Asopa & Sh. Ram Kumar Agarwal as Directors for your approval.

I n accordance with the provisions of Articles of Association of the company read with Section 260 of the Companies Act, 1956, The Board of Directors of the company appointed Sh. Partap Singh Negi as an additional director of the company on 30.03.2010, whose office is liable to cease on the date of ensuing Annual General Meeting & in respect of whom the company has received a notice in writing U/s. 257 of the Companies Act,1956 proposing his candidature forthe office of director, liable to retire by rotation.

Your Directors recommends the appointment of Sh. Partap Singh Negi as Director for your approval.

Directors Responsibility Statements.

Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956 it is hereby confirmed:

I) that in the preparation of annual accounts applicable accounting standards have been followed along with proper explanation relating to material departure;

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 profits of the Company for the period under review;

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

iv) that the Directors have prepared the annual accounts for the year ended 31 st March 2010 on going concern basis

Mechanism for evaluation of Non-Executive Directors

The role of the Board of Directors is to provide direction and exercise control to ensure that the company is managed in a manner that fulfills stakeholders aspirations and societal expectations. The Board has so far evaluated Non- Executive Directors collectively to reinforce the principles of collective responsibility.

Corporate Governance/ Compliance Certificate

A report on the Corporate Governance Code along with a Certificate from Company Secretaries in whole time practice regarding the Compliance of the Conditions of Corporate Governance as stipulated under Clause 49 of Listing Agreement and also the Management Discussion and Analysis Report are annexed to this report.

Corporate Governance Voluntary Guidelines 2009

As a frontrunner in corporate Governance in India, the Companys policies and practices embrace most of the elements of the Corporate Governance Voluntary Guidelines 2009 issued by the Ministry of Corporate Affairs. The Company will be reviewing its corporate governance parameters in the context of the other recommendations under the said Guidelines for appropriate adoption in keeping with the Companys unique business model.

Audit- -s

M/s Anil Prahlad & Company, Chartered Accountants the retiring Auditors, who are to retire at ensuing Annual General Meeting and are eligible offer themselves for reappointment.

Particulars of Employees

Particulars of employees pursuant to Section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975, as amended upto date is given as below :-

Name/age(Yrs) Remuneration Designation/Nature Qualification Rs. of Duties xperience

BipinAgarwal 24,00,000/- Managing Director & B.Com (H) Company Secretary FCS Overall Management (16)

Name/age(Yrs) Date of Last Commencement employment

Bipin Agarwal 01/09/2000 NA



1. Above details are of those employees who were employed throughout the accounting year and were in receipt of remuneration of not less than Rs. 2.00 Lacs during the part of year

2. Remuneration as above includes salary, contribution to provident fund, leave travel allowance, medical expenses, leave encashment, bonus, actual amount spent on perquisites valued as per income tax rules.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings & Outgo The Company has not carried on any activity relating to conservation of energy and technology absorption.

There has been no foreign exchange inflow during the year under review. However there has been foreign exchange outflow of Rs.49,970/- (Rupees Forty Nine Thousand Nine Hundred Seventy Only) during the year.

Acknowledgement

Yours Directors express their appreciation for the co-operation extended by Clients, Banks, staff, executives, friends and associates and shareholders.

By order of the Board

Place: New Delhi. BIPIN AGARWAL

Date : 18th August, 2010 Chairman

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