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 thatÂ
(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
Mar 31, 2009
The Directors are pleased to present the Annual Report of the Company
together with the Audited Financial Statements for the year ended 31st
March, 2009.
SUMMARISED FINANCIAL RESULTS:
(Rs.)
Year ended Year ended
31.3.2009 31.3.2008
Income 599,015,262 159,432,285
Other Income NIL NIL
Total Expenditure 598,386,759 157,971,464
Profit before tax 6,28,503 1,463,821
Balance brought forward from previous
year (8,455,383) (9,767,204)
OPERATIONS
The operation of the company during the year under review have not been
upto the desired level. The companys operation have shown a slowdown
during the year as a result the, companys annual accounts are
reflecting a negative figure as profits.
THE YEAR UNDER REVIEW
Your Companys key businesses have reported an encouraging performance
for the year ended 31st March 2009.
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:
à Energy Conservation measures taken : Adequate Steps has been taken
for energy conservation.
à 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.
à 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.
à 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 31.03.2009, the company held no deposit in any form from anyone.
There was no deposit held by the company as on 31.03.2009 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. Sandeep Seth - 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(1B) 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, 2009, 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 2009 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 DIRECTORS.
Nimish Thakore Rajesh Bhagat
CHAIRMAN DIRECTOR
Place: Mumbai
Dated: 02.09.2009