nimbus projects limited - moneycontrol

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NIMBUS PROJECTS LIMITEDRegd. Office : 1001-1006, 10th Floor

Narain Manzil, 23 Barakhamba Road, New Delhi-110001CIN No. L74899DL1993PLC055470

Ph.: +91-11-42878900 Fax.:+91-11-41500023E-mail: [email protected]

Website : www.nimbusprojectsltd.com

NOTICENotice is hereby given that the 22nd Annual General Meeting of the Members of Nimbus Projects Limited will be held onWednesday, 30th day of September, 2015 at 10.00 a.m. at “The Golden Palms Hotel and Spa”, situated at Plot - 6C, CommunityCentre, Opp. East Delhi Police Headquarters, Patparganj, I.P. Extension, Delhi-110092, to transact the following businesses:

ORDINARY BUSINESSES:1. To receive, consider and adopt the Audited Financial Statements of the Company for the year ended 31st March, 2015,

together with Reports of Directors, Corporate Governance and the Auditor’s thereon.

2. To appoint a Director in place of Mr. Lalit Agarwal (DIN: 00003903), who retires by rotation at this Annual GeneralMeeting and being eligible, offers himself for reappointment.

3. To ratify the appointment of M/s. Anil Prahalad & Co., Chartered Accountants as the Statutory Auditors of the Company

To consider and, if thought fit, to pass with or without modification(s) the following resolution as an Ordinary Resolution:“RESOLVED THAT pursuant to the provisions of Sections 139, 142 and other applicable provisions, if any, of the CompaniesAct, 2013 and Rules made thereunder and resolution passed by the members at 21st Annual General Meeting held onSeptember 30, 2014, the appointment of M/s. Anil Prahalad & Co., Chartered Accountants (Firm Registration no. 003921C),as the Statutory Auditors of the Company to hold the office till the conclusion of 24th Annual General Meeting to be heldin the year 2017 be and is hereby ratified and the Board of Directors of the Company on the recommendation of the AuditCommittee be and is hereby authorised to fix the remuneration payable to them for the financial year ending March 31,2016.”

SPECIAL BUSINESSES:4. Confirmation of appointment of Ms. Anu Rai (DIN: 07132809) as an Independent Woman Director

To consider and, if thought fit, to pass with or without modification(s) the following resolution as an Ordinary Resolution:“RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152 read with Schedule IV and other applicableprovisions, if any, of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules,2014, as may be amended from time to time and Clause 49 of the Listing Agreement, Ms. Anu Rai (DIN: 07132809) whowas appointed as an Additional Director (Independent Woman) by the Board of Directors, and who has submitted adeclaration that she meets the criteria for independence as provided in Section 149(6) of the Act and in respect of whomthe Company has received a notice in writing under Section 160 of the Companies Act, 2013 for signifying her candidatureas Director be and is hereby appointed as an Independent Woman Director of the Company for a term of five consecutiveyears commencing from the date of 22nd Annual General Meeting of the Company and she is not liable to retire byrotation.”

5. Approval for giving property on lease to Nimbus Multicommodity Brokers Limited, a Related PartyTo consider and, if thought fit, to pass with or without modification(s) the following resolution as an Ordinary Resolution:“RESOLVED THAT pursuant to the provisions of Section 188 and other applicable provisions of the Companies Act, 2013read with the Companies (Meetings of Board and its Powers) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force), consent of the members be and is hereby accorded to the Board of

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Directors to enter into Lease Agreement with Nimbus Multicommodity Brokers Limited, a ‘Related Party’ as definedunder Section 2(76) of the Act, for giving its one sitting space in the premises of the Company at 1001-1006, 10th Floor,Narain Manzil, 23 Barakhamba Road, New Delhi-110001 at a monthly rent of Rs. 10,000/- (Rupees Ten Thousands only)including maintenance charges, electricity charges and other common charges related to the said office space upon suchterms and conditions as set out in the Explanatory Statement annexed to the Notice convening this meeting.

RESOLVED FURTHER THAT the Board of Directors of the Company, be and is hereby authorized to do all such acts, deeds,matters and things as may be necessary, proper, expedient, required or incidental thereto, in this regard.”

6. Approval to ratify the investment made with Capital Infraprojects Private LimitedTo consider and, if thought fit, to pass with or without modification(s) the following resolution as a Special Resolution:“RESOLVED THAT pursuant to the provisions of Sections 186 and other applicable provisions of the Companies Act, 2013and rules made thereunder (including any statutory modification(s) or re-enactment thereof) and clause 49 of the ListingAgreement consent of the members be and is hereby accorded to approve the investment of Rs. 7,50,00,000/- (RupeesSeven Crores Fifty Lacs only) made to subscribe 6250000, 14% Non Convertible Cumulative Redeemable PreferenceShares (NCCRPS) of Rs. 10/- each at a premium of Rs. 2/- per share in Capital Infraprojects Private Limited, upon suchterms and conditions as set out in the Explanatory Statement annexed to the Notice convening this meeting.


7. Approval for giving property on lease to Nimbus (India) Limited, a Related PartyTo consider and, if thought fit, to pass with or without modification(s) the following resolution as a Special Resolution:“RESOLVED THAT pursuant to the provisions of Section 188 and other applicable provisions of the Companies Act, 2013read with the Companies (Meetings of Board and its Powers) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force), consent of the members be and is hereby accorded to the Board ofDirectors to enter into Lease Agreement with Nimbus (India) Limited, a ‘Related Party’ as defined under Section 2(76) ofthe Act, for giving its office space comprising of one cabin in the premises of the Company at 1001-1006, 10th Floor, NarainManzil, 23 Barakhamba Road, New Delhi-110001 at a monthly rent of Rs. 50,000/- (Rupees Fifty Thousands only) includingmaintenance charges, electricity charges and other common charges related to the said office space upon such terms andconditions as set out in the Explanatory Statement annexed to the Notice convening this meeting.


8. Ratification of borrowings from Nimbus (India) LimitedTo consider and, if thought fit, to pass with or without modification(s) the following resolution as a Special Resolution:“RESOLVED THAT pursuant to the provisions of Section 180(1) (c) and other applicable provisions of the Companies Act,2013 and Rules made thereunder (including any statutory modification(s) or re-enactment thereof) and Clause 49 of theListing Agreement, consent of the members be and is hereby accorded to ratify the borrowings from Nimbus (India)Limited upto an aggregate amount not exceeding Rs. 50,00,00,000/- (Rupees Fifty Crores only) in one or more tranchesat 12% per annum rate of interest for a period of 12 months renewable with mutual consent of the parties as set out in theagreement.


9. Ratification of investment in IITL-NIMBUS THE PALM VILLAGETo consider and, if thought fit, to pass with or without modification(s) the following resolution as a Special Resolution:“RESOLVED THAT pursuant to Clause 49 of the Listing Agreement consent of the members be and is hereby accorded toratify the investment made with IITL-NIMBUS THE PALM VILLAGE a capital contribution upto an aggregating to amountnot exceeding Rs. 25,00,00,000 (Rupees Twenty Five Crores only) in one or more tranches.


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10. Ratification of investment in IITL-NIMBUS THE EXPESS PARK VIEWTo consider and, if thought fit, to pass with or without modification(s) the following resolution as a Special Resolution:“RESOLVED THAT pursuant to Clause 49 of the Listing Agreement consent of the members be and is hereby accorded toratify the investment in with IITL-NIMBUS THE EXPESS PARK VIEW a capital contribution upto an aggregating to amountnot exceeding Rs. 25,00,00,000 (Rupees Twenty Five Crores only) in one or more tranches.


11. Approval to ratify the loan made to IITL-NIMBUS THE PALM VILLAGETo consider and, if thought fit, to pass with or without modification(s) the following resolution as a Special Resolution:“RESOLVED THAT pursuant to the provisions of Clause 49 of the Listing Agreement and all other applicable provisionsconsent of the members be and is hereby accorded to ratify the loan of sum not exceeding Rs. 25,00,00,000 (RupeesTwenty Five Crores only) in one or more tranches to IITL-NIMBUS THE PALM VILLAGE.


12. Approval to ratify the loan made to IITL-NIMBUS THE EXPESS PARK VIEWTo consider and, if thought fit, to pass with or without modification(s) the following resolution as a Special Resolution:“RESOLVED THAT pursuant to the provisions of Clause 49 of the Listing Agreement and all other applicable provisionsconsent of the members be and is hereby accorded to ratify the loan of sum not exceeding Rs. 25,00,00,000 (RupeesTwenty Five Crores only) in one or more tranches to IITL-NIMBUS THE EXPRESS PARK VIEW.


13. Adoption of new set of Articles of Association of the Company containing Articles in conformity with the CompaniesAct, 2013To consider and, if thought fit, to pass with or without modification(s) the following resolution as a Special Resolution:“RESOLVED THAT pursuant to the provisions of Section 14 and all other applicable provisions, if any, of the Companies Act,2013 read with Companies (Incorporation) Rules, 2014 (including any statutory modification(s) or re-enactment thereof,for the time being in force), the existing Articles of Association of the company be and is hereby replaced with the new setof Articles of Association and the said new Articles of Association be and is hereby approved and adopted as the Articles ofAssociation of the Company in place of, in substitution and to the entire exclusion of the existing Articles of Association ofthe Company.


By Order of the Board of DirectorsFor Nimbus Projects Limited

Bipin AgarwalDate : August 10, 2015 Chairman cum Managing DirectorPlace : New Delhi DIN: 00001276

NOTES:1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE ANNUAL GENERAL MEETING (THE “MEETING”) IS ALSO ENTITLED

TO APPOINT A PROXY TO ATTEND AND VOTE ON A POLL INSTEAD OF HIMSELF AND THE PROXY NEED NOT BE A

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MEMBER OF THE COMPANY. THE INSTRUMENT APPOINTING THE PROXY SHOULD, HOWEVER, BE DEPOSITED AT THEREGISTERED OFFICE OF THE COMPANY NOT LESS THAN FORTY-EIGHT HOURS BEFORE THE COMMENCEMENT OF THEMEETING.

A PERSON CAN ACT AS A PROXY ON BEHALF OF MEMBERS NOT EXCEEDING FIFTY AND HOLDING IN THE AGGREGATENOT MORE THAN TEN PERCENT OF THE TOTAL SHARE CAPITAL OF THE COMPANY CARRYING VOTING RIGHTS. A MEMBERHOLDING MORE THAN TEN PERCENT OF THE TOTAL SHARE CAPITAL OF THE COMPANY CARRYING VOTING RIGHTS MAYAPPOINT A SINGLE PERSON AS PROXY AND SUCH PERSON SHALL NOT ACT AS A PROXY FOR ANY OTHER PERSON ORSHAREHOLDER.

2. A route map to reach the venue of the Annual General Meeting, including prominent landmark for easy location, alongwith the notice.

3. The business set out in the Notice will be transacted through electronic voting system and the Company is providing facilityfor voting by electronic means.

Instructions and other information relating to e-voting are given in this Notice under Note No. 20. The Company will alsosend communication relating to remote e-voting which inter alia would contain details about User ID and password alongwith a copy of this Notice to the members, separately.

4. Corporate members intending to send their authorised representatives to attend the Meeting are requested to send tothe Company a certified true copy of the Board Resolution authorising their representative to attend and vote on theirbehalf at the Meeting.

5. Particulars pursuant to Clause 49 (VIII)(E) of the Listing Agreement with the Stock Exchanges of the Director being re-appointed / appointed, a brief resume, nature of their expertise in specific functional areas, names of Indian public limitedcompanies in which they holds directorships and memberships/chairmanships of Board Committees, shareholding andrelationships between directors inter-se, are annexed hereto to this notice.

6. Explanatory Statement pursuant to Section 102(1) of the Companies Act, 2013, in respect of the Special Businesses to betransacted at the Annual General Meeting as set out in the Notice is annexed hereto.

7. Members are requested to bring their attendance slip along with their copy of Annual Report to the Meeting.

8. Members who hold shares in dematerialized form are requested to write their Client ID and DP ID and those who holdshares in the physical form are requested to write their folio number in the attendance slip.

9. In case of joint holders attending the Meeting, only such joint holder who is higher in the order of names will be entitledto vote.

10. Relevant documents referred to in the accompanying Notice and the Explanatory Statement are open for inspection bythe members at the Registered Office of the Company on all working days (except Saturdays, Sundays and Public Holidays)between 11:00 A.M. to 1:00 P.M. up to the date of the Meeting. The requisite statutory registers shall also be open forinspection during the Meeting.

11. Pursuant to Section 170 of the Companies Act, 2013, and Clause 16 of the Listing Agreement the Register of Members andShare Transfer Books of the Company will remain closed from Wednesday 23rd September, 2015 to Wednesday 30th

September, 2015 (both days inclusive) for the purpose of Annual General Meeting.

12. The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent Account Number (PAN) forparticipating in the securities market. Members holding shares in electronic form are, therefore, requested to submittheir PAN to their Depository Participants with whom they are maintaining their demat accounts. Members holdingshares in physical form can submit their PAN to the Company or Share Transfer Agent.

13. Members holding shares in dematerialized form are requested to intimate all changes pertaining to their bank details,mandates, nominations, power of attorney, change of address, email address etc. to their respective DepositoryParticipants. Members holding shares in physical form are requested to intimate such changes to the Company.

14. Members holding shares in single name and physical form are advised to make nomination in respect of their shareholdingin the Company.

15. Members who hold shares in physical form in multiple folios in identical names or joint holding in the same order of namesare requested to send the share certificates to the Company or Share Transfer Agent, for consolidation into a single folio.

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16. Members holding shares in physical form are requested to consider converting their holding to dematerialized form toeliminate all risks associated with physical shares.

17. Pursuant to Section 101 and Section 136 of the Companies Act, 2013 read with relevant rules thereto, companies canserve Annual Reports and other communications through electronic mode to those Members who have registered theire-mail address either with the Company or with the Depository. Moreover, Clause 32 of the Listing Agreement with StockExchanges requires listed companies to send soft copies of the annual report to those members who have registered theire-mail addresses. Members who have not registered their e-mail addresses so far, are requested to register their e-mail address for receiving all communication including Annual Report, Notices, Circulars, etc. from the Companyelectronically. However, the Members of the Company, who have registered their e-mail address, will remain entitled toreceive, on request, all such communication free of cost in physical form.

18. Members seeking any information / clarification or having queries concerning the accounts or operations of the Companyare requested to address their queries to the Company Secretary, so as to reach the Registered Office of the Companyatleast seven working days before the date of the Meeting to enable the Company to make available the requiredinformation at the meeting, to the extent practicable.

19. No Gifts in AGM: The Members may kindly note that no gifts or gifts coupons or cash in lieu of gifts will be distributed ator in connection with the AGM.

20. Information and other instructions relating to e-voting are as under:

Pursuant to the provisions of Section 108 and other applicable provisions, if any, of the Companies Act, 2013 and theCompanies (Management and Administration) Rules, 2014, as amended and Clause 35B of the Listing Agreement, theCompany is pleased to provide to its members facility to exercise their right to vote on resolutions proposed to be passedin the Meeting by electronic means. The members may cast their votes using an electronic voting system from a placeother than the venue of the Meeting (‘remote e-voting’).

The facility for voting through ballot paper shall be made available at the Annual General Meeting and the membersattending the meeting who have not cast their vote by remote e-voting shall be able to exercise their right at the meetingthrough ballot paper.

The members who have cast their vote by remote e-voting prior to the Annual General Meeting may also attend theAnnual General Meeting but shall not be entitled to cast their vote again.

The remote e-voting period commences on 27th September, 2015 (09:00 A.M.) and ends on 29th September, 2015 (05:00P.M.) during this period members of the Company holding shares either in physical form or in dematerialised form as onthe cut off date of 23rd September, 2015, may cast their vote by remote e-voting. The remote e-voting module shall bedisabled by NSDL for voting thereafter. Once the vote on a resolution is cast by the member, the member shall not beallowed to change it subsequently.

The Company has engaged the services of National Securities Depository Limited (NSDL) as the Agency to provide e-votingfacility.

Mr. Ankush Agarwal of M/s. Ankush Agarwal & Associates, Company Secretaries has been appointed for as the Scrutinizerfor providing facility to the members of the Company to scrutinize voting and remote e-voting process in a fair andtransparent manner.

Voting rights shall be reckoned on the paid up value of shares registered in the name of the member / beneficialowner (in case of electronic shareholding) as on the cut-off date i.e. 23rd September, 2015.

A person, whose name is recorded in the register of members or in the register of beneficial owners maintained bythe depositories as on the cut-off date, i.e. 23rd September, 2015 only shall be entitled to avail the facility of remotee-voting / Poll at the Meeting.

The Scrutinizer shall after the conclusion of voting at the General Meeting, will first count the votes cast at the meetingand thereafter unblock the votes cast through remote e-voting in the presence of atleast two witnesses not in theemployment of the Company and shall make, not later than three days of the conclusion of the Annual General Meeting,a consolidated Scrutinizer’s Report of the total votes cast in favour or against, if any, to the Chairman or a personauthorised by him in writing who shall countersign the same and declare the result of the voting forthwith.

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The results declared, alongwith the report of the Scrutinizer Report shall be placed on the website of the Companywww.nimbusprojectsltd.com under the section ‘Investor Service’ and on the website of NSDL immediately after thedeclaration of result by the Chairman or a person authorised by him in writing. The Results shall also be immediatelyforwarded to the Stock Exchanges where the shares of the Company are listed.

Instructions for e-voting :

I. In case of Members who receive the Notice in electronic mode:

a. Open the e-mail and the PDF file viz. ‘Nimbus e-voting.pdf’ with your Client ID No. or Folio No. as password. The saidPDF file contains your user ID and password for remote e-voting. Please note that the password is an initial passwordand you will be prompted to reset the password on login.

b. Launch internet browser by typing the URL: https://www.evoting.nsdl.com/ and click on ‘Shareholder – Login’.

c. Insert user ID and password as initial password stated in (a) above. Click on ‘Login’.

d. Password change menu will appear. Reset the password with a new password of your choice with minimum 8 digits /characters or combination thereof. Please do not share your password with any other person and take utmost care tokeep your password confidential.

e. Home page of remote e-voting opens. Click on ‘e-voting: Active Evoting Cycles’

f. select the Electronic Voting Event Number (EVEN) of Nimbus Projects Limited.

g. Now you are ready for remote e-voting as ‘Cast Vote’ page opens.

h. Cast your vote by selecting appropriate option and click on ‘Submit’. Thereafter click on ‘Confirm’ when prompted;upon confirmation, your vote is cast and you will not be allowed to change your vote.

i. Thereafter the message ‘Vote cast successfully’ will be displayed.

j. Corporate and institutional shareholders (companies, trusts, societies etc.) are required to send a scanned copy (inPDF / JPG format) of the relevant Board Resolution / appropriate authorisation to the Scrutinizer through e-mail [email protected] with a copy marked to NSDL’s e-mail ID [email protected].

II. In case of Members who receive physical copy of the Notice of AGM [for members whose email IDs are not registeredwith the Company/Depository Participants(s) or requesting physical copy]:

a. Initial password is provided as below/at the bottom of the Attendance Slip for the AGM

EVEN (Remote e-voting Event Number) USER ID PASSWORD/PIN

b. Please follow the steps from Sl. Nos. (b) to (i) mentioned in (I) above, to cast your vote.

III. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Members and remote e-voting usermanual for Members available at the downloads section of www.evoting.nsdl.com or call on toll free no.: 1800-222-990.

IV. If you are already registered with NSDL for remote e-voting then you can use your existing user ID and password/PIN forcasting your vote.

V. You can also update your mobile number and e-mail id in the user profile details of the folio which may be used for sendingfuture communication(s).

VI. The voting rights of members shall be in proportion to their shares of the paid up equity share capital of the Company ason the cut-off date of 23rd September, 2015.

VII. Any person, who acquires shares of the Company and become member of the Company after dispatch of the notice andholding shares as of the cut-off date i.e. 23rd September, 2015, may obtain the login ID and password by sending a requestat [email protected] or Issuer/RTA.

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However, if you are already registered with NSDL for remote e-voting then you can use your existing user ID andpassword for casting your vote. If you forgot your password, you can reset your password by using “Forgot User Details/Password” option available on www.evoting.nsdl.com or contact NSDL at the following toll free no.: 1800-222-990.

VIII. A member may participate in the Annual General Meeting even after exercising his right to vote through remote e-voting but shall not be allowed to vote again at the Annual General Meeting)/ Extra Ordinary General Meeting.

IX. A person, whose name is recorded in the register of members or in the register of beneficial owners maintained by thedepositories as on the cut-off date only shall be entitled to avail the facility of remote e-voting as well as voting at theAGM through ballot paper.

X. Mr. Ankush Agarwal, Practising Company Secretary (Membership No. A21125) has been appointed for as the Scrutinizerfor providing facility to the members of the Company to scrutinize the voting and remote e-voting process in a fair andtransparent manner.

XI. The Chairman shall, at the AGM, at the end of discussion on the resolutions on which voting is to be held, allow votingwith the assistance of scrutinizer, by use of “Ballot Paper” for all those members who are present at the AGM but havenot cast their votes by availing the remote e-voting facility.

STATEMENT PURSUANT TO SECTION 102 (1) OF THE COMPANIES ACT, 2013 (“Act”)Item No. 4

Confirmation of appointment of Ms. Anu Rai (DIN: 07132809) as an Independent Woman Director

Ms. Anu Rai (DIN: 07132809) was appointed by the Board at its meeting held on 28th March, 2015, as an Additional Director(Independent Woman). The Company has received notice in writing under the provision of Section 160 of the Companies Act,2013, from the member, along with a deposit of Rs. 1,00,000/- (Rupees One Lacs only) proposing the candidature of Ms. AnuRai from the office of Director (Independent Woman) to be appointed as such under the provisions of Section 149 and 152 ofthe Companies Act, 2013.

The Company has received from Ms. Anu Rai (i) consent in writing to act as an Independent Woman Director in Form DIR-2pursuant to Rule 8 of the Companies (Appointment & Qualification of Directors) Rules, 2014, (ii) intimation in Form DIR-8 interms of Companies (Appointment & Qualification of Directors) Rules, 2014, to the effect that she is not disqualified underSection 164(2) of the Companies Act, 2013, and (iii) a declaration to the effect that she meets the criteria of independence asprovided in Section 149(6) of the Companies Act, 2013.

Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors proposed that Ms.Anu Rai be appointed as an Independent Woman Director of the Company. The resolution seeks the approval of members forthe appointment of Ms. Anu Rai as an Independent Woman Director of the Company for a term of 5 (five) consecutive yearsfrom the conclusion of this Annual General Meeting in terms of Section 149 and other applicable provisions of the CompaniesAct, 2013 and the Rules made thereunder. She will not be liable to retire by rotation.

In the opinion of the Board of Directors, Ms. Anu Rai proposed to be appointed as an Independent Woman Director fulfils theconditions specified in the Companies Act, 2013 and the rules made hereunder and also the provisions as laid down in listingagreement and she is independent. Ms. Anu Rai possesses appropriate skills, experience and knowledge. Brief resume of Ms.Anu Rai, nature of her expertise in specific functional areas, names of companies in which she holds directorships and memberships/ chairmanships of Board Committees, shareholding and relationships between directors inter-se as stipulated under Clause49 of the Listing Agreement with the Stock Exchanges, are provided in the Corporate Governance Report forming part of theAnnual Report.

Copy of the draft letter for appointment of Ms. Anu Rai as an Independent Woman Director setting out the terms andconditions is available for inspection by members at the registered office of the Company.

None of the Directors or Key Managerial Personnel of the Company and their relatives, other than Ms. Anu Rai, is concernedor interested, financially or otherwise, in the Resolution as set out at item No.4 of the Notice.

The Board recommends the resolution as set out in the Item No. 4 of accompanying notice for the approval of members of theCompany as an Ordinary Resolution.

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Item No. 5

Approval for giving property on lease to Nimbus Multicommodity Brokers Limited, a Related Party

The Board is proposed to lease one sitting space in the premises of the Company at 1001-1006, 10th Floor, Narain Manzil, 23Barakhamba Road, New Delhi -110001 to Nimbus Multicommodity Brokers Limited for a period of 11 months with effect from1st October, 2015 at a monthly rent of Rs. 10,000/- (Rupees Ten Thousands only) including maintenance charges, electricitycharges and other common charges related to the said office space for official purpose, on the terms and conditions, as set outin the draft Lease Agreement, as may be mutually agreed upon between the Company and Nimbus Multicommodity BrokersLimited.

Nimbus Multicommodity Brokers Limited is a Related Party in terms of Section 2(76) of the Companies Act, 2013 and Clause 49of the Listing Agreement. The aggregate of the transactions entered with Nimbus Multicommodity Brokers Limited, takentogether, during the year does not exceeds 10% of the annual turnover of the Company as per last audited financial statementsof the Company. Therefore, this transaction requires approval of the members by passing an Ordinary Resolution. The saidtransaction also falls under the category specified under Section 188(1)(c) of the Companies Act, 2013.

The other related information as envisaged under the Companies (Meetings of Boards and its Powers) Rules, 2014 arefurnished hereunder:

1. Name of the related party Nimbus Multicommodity Brokers Limited, Delhi based UnlistedPublic Company engaged in commodity trading on commodityexchanges

2. Name of the Director or Key Managerial Personnel Mr. Bipin Agarwal, who is Managing Director in the Companywho is related, if any and nature of relationship and Director in Nimbus Multicommodity Brokers Limited

3. Nature, Material Terms, Monetary Value and To lease one sitting space situated at 1001-1006, 10th Floor,Particulars of the contract or arrangement; Narain Manzil, 23 Barakhamba Road, New Delhi-110001 for a

period of 11 months commencing from October 1, 2015 at aMonthly Rent of Rs. 10,000/- (Rupees Ten Thousands only)including maintenance charges, electricity charges and othercommon charges related to the said office space on Lease basisfor official purpose. The transaction is at prevailing market priceand at arms length price.

4. Any other information relevant or important for Mr. Bipin Agarwal, Managing Director of the Company isthe members to take a decision on the proposed interested in the said arrangementresolution

None of the Directors or Key managerial Personnel of the Company and their relatives, other than Mr. Bipin Agarwal beinga common Director is in any way, is concerned or interested, financially or otherwise, in the Resolution set out at item No.5of the Notice.

The board recommends the resolution as set out in the Item No. 5 of accompanying notice for the approval of members of theCompany as an Ordinary Resolution.

Item No. 6

Approval to ratify the investment made with Capital Infraprojects Private Limited

Based on the recommendation of the Audit Committee, the Board of Directors at its meeting held on 12th November, 2014approved the investment of Rs.7,50,00,000/- (Rupees Seven Crores Fifty Lacs only) to subscribe 6250000 14% - Non ConvertibleCumulative Redeemable Preference Shares (NCCRPS) of Rs. 10/- each at a premium of Rs. 2/- per share in Capital InfraprojectsPrivate Limited (CIPL) on such terms & conditions as mentioned below:

“14% Non Convertible Cumulative Redeemable Preference Shares (NCCRPS) of Rs. 10/- each at a premium of Rs. 2/- pershare, redeemable at the end of five years at a premium of Rs. 2/- per share, with an option to the company to redeemthese NCCRPS at the end of second year at a price of Rs. 10/- each at a premium of Rs. 2/- per share and with anadditional premium @ Rs. 0.28/- per share per year till these shares are redeem.”

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In terms of Section 2(6) of the Companies Act, 2013 CIPL is an ‘Associate Company’ in which the Company holds 50% EquityShares and is a Related Party as per Section 2(76) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

In terms of Clause 49 of the Listing Agreement the said transaction requires approval of the members by passing a SpecialResolution as the value of transaction exceeds 10% of the annual turnover of the Company as per last audited financialstatements of the Company. Therefore, in terms of Clause 49 of the Listing Agreement, this transaction requires approval ofthe members by passing a Special Resolution.

Related Parties shall abstain from voting on this resolution. It is proposed to obtain the approval of the members for the saidtransaction.

Mr. Bipin Agarwal, Managing Director of the Company is also a Director in CIPL.

None of the Directors or Key Managerial Personnel of the Company and their relatives, other than Mr. Bipin Agarwal, beinga common Director is in any way, concerned or interested, financially or otherwise, in the Resolution set out at item No.6 ofthe Notice.

The Board recommends the resolution as set out in the Item No. 6 of accompanying notice for the approval of members of theCompany as a Special Resolution.

Item No. 7

Approval for giving property on lease to Nimbus (India) Limited, a Related Party

The Board is proposed to lease office space comprising of one cabin in the premises of the Company at 1001-1006, 10th Floor,Narain Manzil, 23 Barakhamba Road, New Delhi -110001 to Nimbus (India) Limited for a period of 11 months with effect from1st October, 2015 at a monthly rent of Rs. 50,000/- (Rupees Fifty Thousands only) including maintenance charges, electricitycharges and other common charges related to the said office space for official purpose, on the terms and conditions, as set outin the draft Lease Agreement, as may be mutually agreed upon between the Company and Nimbus (India) Limited.

Nimbus (India) Limited is a Related Party in terms of Section 2(76) of the Companies Act, 2013 and Clause 49 of the ListingAgreement. The aggregate of the transactions entered with Nimbus (India) Limited, taken together, during the year exceeds10% of the annual turnover of the Company as per last audited financial statements of the Company. Therefore, in terms ofClause 49 of the Listing Agreement, this transaction requires approval of the members by passing a Special Resolution. Thesaid transaction also falls under the category specified under Section 188(1)(c) of the Companies Act, 2013.

The other related information as envisaged under the Companies (Meetings of Boards and its Powers) Rules, 2014 arefurnished hereunder:

1. Name of the related party Nimbus (India) Limited, Delhi based Unlisted Public Companymainly engaged in Non Banking Finance Activities

2. Name of the Director or Key Managerial Personnel Mr. Bipin Agarwal, who is Managing Director in both thewho is related, if any and nature of relationship Companies

3. Nature, Material Terms, Monetary Value and To lease office office space comprising of one cabin situated atParticulars of the contract or arrangement; 1001-1006, 10th Floor, Narain Manzil, 23 Barakhamba Road,

New Delhi-110001 for a period of 11 months commencing fromOctober 1, 2015 at a Monthly Rent of Rs. 50,000/- (Rupees FiftyThousands only) including maintenance charges, electricitycharges and other common charges related to the said officespace on Lease basis for official purpose. The transaction is atprevailing market price and at arms length price.

4. Any other information relevant or important for Mr. Bipin Agarwal, Managing Director of the Company isthe members to take a decision on the proposed interested in the said arrangementresolution

None of the Directors or Key managerial Personnel of the Company and their relatives, other than Mr. Bipin Agarwal being acommon Director is in any way, is concerned or interested, financially or otherwise, in the Resolution set out at item No.7 ofthe Notice.

10

The board recommends the resolution as set out in the Item No. 7 of accompanying notice for the approval of members of theCompany as a Special Resolution.

Item No. 8Ratification of borrowings from Nimbus (India) LimitedBased on recommendation of Audit Committee, the Board of Directors at its meeting held on 14th May, 2015 approvedborrowings from Nimbus (India) Limited upto an aggregate amount not exceeding Rs. 50,00,00,000/- (Rupees Fifty Croresonly) in one or more tranches at 12% per annum rate of interest for a period of 12 months renewable with mutual consent ofthe parties as set out in the agreement.

Nimbus (India) Limited is an NBFC unlisted public company in which Mr. Bipin Agarwal is a Managing Director and holdsalongwith his relatives, more than two percent of its paid up share capital and is a related party in terms of Section 2(76) of theCompanies Act, 2013.

In terms of Clause 49 of the Listing Agreement the said transaction requires approval of the members by passing a SpecialResolution as the value of transaction exceeds 10% of the annual turnover of the Company as per last audited financialstatements of the Company.

Related Parties shall abstain from voting on this resolution. It is proposed to obtain the approval of the members for the saidtransaction and any renewals thereof.

None of the Directors or Key Managerial Personnel of the Company and their relatives, other than Mr. Bipin Agarwal, isconcerned or interested, financially or otherwise, in the Resolution as set out at item No.8 of the Notice.


Item No. 9Ratification of investment in IITL-NIMBUS THE PALM VILLAGEBased on recommendation of the Audit Committee, the Board of Directors at its meeting held on 14th May, 2015 approved thetransaction of investment in IITL-NIMBUS THE PALM VILLAGE, a partnership firm in which the Company holds 47.50% share,(“Firm”) as capital contribution upto an aggregate amount not exceeding Rs. 25,00,00,000 (Rupees Twenty Five Crores only)in one or more tranches

The said Firm is a joint venture of the Company in terms of Accounting Standards AS-18 and a Related Party in terms of Clause49 of the Listing Agreement.

In terms of Clause 49 of the Listing Agreement the said investment transaction requires approval of the members by passinga Special Resolution as the value of transaction exceeds 10% of the annual turnover of the Company as per last auditedfinancial statements of the Company.


None of the Directors, Key Managerial Personnel of the Company or their relatives is in any way, concerned or interested,financially or otherwise, in the resolution set out at item No.9 of the Notice.


Item No. 10Ratification of investment in IITL-NIMBUS THE EXPRESS PARK VIEWBased on recommendation of the Audit Committee, the Board of Directors at its meeting held on 14th May, 2015 approved thetransaction of investment in IITL-NIMBUS THE EXPRESS PARK VIEW, a partnership firm in which the Company holds 47.50%share, (“Firm”) a capital contribution upto an aggregate amount not exceeding Rs. 25,00,00,000 (Rupees Twenty Five Croresonly) in one or more tranches


In terms of Clause 49 of the Listing Agreement the said investment transaction requires approval of the members by passing

11

a Special Resolution as the value of transaction exceeds 10% of the annual turnover of the Company as per last auditedfinancial statements of the Company.



The Board recommends the resolution as set out in the Item No. 10 of accompanying notice for the approval of members ofthe Company as a Special Resolution.

Item No. 11Approval to ratify the loan made to IITL-NIMBUS THE PALM VILLAGEIn view of requirements of the Project IITL-NIMBUS THE PALM VILLAGE, the Board of Directors at its meeting held on 10th

August, 2015 approved to lend sums not exceeding Rs. 25,00,00,000/- (Rupees Twenty Five Crores only) in one or moretranches to IITL-NIMBUS THE PALM VILLAGE, the partnership firm in which the Company holds 47.50% share.


In terms of Clause 49 of the Listing Agreement the said transaction requires approval of the Members by passing a SpecialResolution as the value of transaction exceeds 10% of the annual turnover of the Company as per last audited financialstatements of the Company.




Item No. 12Approval to ratify the loan made to IITL-NIMBUS THE EXPRESS PARK VIEWIn view of requirements of the Project IITL-NIMBUS THE EXPRESS PARK VIEW, the Board of Directors at its meeting held on10th August, 2015 approved to lend sums not exceeding Rs. 25,00,00,000/- ( Rupees Twenty Five Crores only) in one or moretranches to IITL-NIMBUS THE EXPRESS PARK VIEW, the partnership firm in which the Company holds 47.50% share.


In terms of Clause 49 of the Listing Agreement the said loan transaction requires approval of the Members by passing a SpecialResolution as the value of transaction exceeds 10% of the annual turnover of the Company as per last audited financialstatements of the Company.




Item No. 13Adoption of new set of Articles of Association of the Company containing Articles in conformity with the Companies Act,2013The existing Articles of Association (“AoA”) are based on the Companies Act, 1956 and several regulations in the existing AoAcontain reference to specific sections of the Company Act, 1956 and some articles in the existing AoA are no longer inconformity with the Act.

12

With the enactment of the Companies Act, 2013 and substantive sections of the Act which deal with the general working ofthe companies stand notified, several regulations in the existing AoA of the Company require alteration and/ or deletion.

Given this position it is considered expedient to wholly replace the existing AoA by a new set of Articles. The new set of AoA tobe replaced in place of the existing AoA is based on Table “F” of Schedule I of the Companies Act, 2013 which sets out the modelArticles of Association for a Company limited by shares and also carries forward certain provisions from the existing AoAsuitably rephrased and which are not in conflict with the provisions of the Companies Act, 2013.

The proposed new draft of AoA is available for inspection to the members at the Registered Office of the Company on allworking days, (except Saturdays, Sundays and Public Holidays), between 11:00 A.M. to 1:00 P.M. till the date of the Meeting.



By Order of the Board of DirectorsFor Nimbus Projects Limited

Bipin AgarwalDate : August 10, 2015 Chairman cum Managing DirectorPlace : New Delhi DIN: 00001276

ANNEXUREPURSUANT TO CLAUSE 49 OF THE LISTING AGREEMENT WITH THE STOCK EXCHANGES, INFORMAION ABOUT THE DIRECTORSPROPOSED TO BE APPOINTED / RE-APPOINTED IS FURNISHED BELOW:

Particulars Ms. Anu Rai Mr. Lalit AgarwalDate of birth 23.08.1972 14.07.1975DIN No. 07132809 00003903Date of appointment 28.03.2015 19.07.2011Qualification ACS FCS & LL.MExpertise in specific Ms. Anu Rai is a Science Graduate from Mr. Lalit Agarwal is a Fellow Member of thefunctional areas Delhi University and is also a member of Institute of Company Secretaries of India

the Institute of Company Secretaries of and a post graduate in Law (LL.M) has richIndia. She has over 18 years of experience and diverse experience in Corporate Laws,in the industry and practice in the field Finance and Administrationof corporate laws and management.

Directorships held in other NIL 1. Allied Financial Services Private Limitedcompanies (excluding foreign 2. Nimbus Multicommodity Brokers Limitedcompanies) 3. Nimbus (India) Limited

4. Hepta Developers Private Limited5. Golden Palms Facility Management

Private Limited.Memberships/Chairmanships Stakeholders Relationship Committee Audit Committee – Memberof Committees of Indian -Chairman Stakeholders Relationship Committeepublic companies* - Audit Committee-Member - Member

-Nomination & Remuneration Committee-Member

Number of Shares held in N.A. N.A.the company

* Memberships/ Chairmanships of Committees of Indian public companies including Nimbus Projects Limited

13





FORM NO. MGT-11

PROXY FORM[Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies (Management and

Administration) Rules, 2014]

Name of the Member (s):

Registered address:

E-mail id:

Folio No/Client Id DP ID:

I/We, being the member (s) of.......................................shares of the above named company, hereby appoint

1. Name : ........................................................................ E-mail Id : ...............................................................

Address : .....................................................................

.................................................................................... Signature : .........................................or failing him

2. Name : ........................................................................ E-mail Id : ...............................................................

Address : .....................................................................

.................................................................................... Signature : .........................................or failing him

3. Name : ........................................................................ E-mail Id : ...............................................................

Address : .....................................................................

.................................................................................... Signature : ..............................................................

as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 22nd Annual General Meetingof the company, to be held on Wednesday, September 30, 2015 at 10.00 a.m. at “The Golden Palms Hotels and Spa”,situated at Plot – 6C, Community Centre, Opp. East Delhi Police Headquarters, Patparganj, I.P. Extension, Delhi - 92and at any adjournment thereof in respect of such resolutions as are indicated below:

14

Vote (Optional seeNote no. 2)

S.No. RESOLUTIONS For Against

Ordinary Businesses:

1. Adoption of Financial Statements for the year ended 31st March, 2015

2. Re-appointment of Mr. Lalit Agarwal(DIN-00003903) who retires by rotation

3. To ratify the appointment of M/s Anil Prahalad & Co., Chartered Accountants asStatutory Auditors of the company

Special Businesses:

4. Confirmation of appointment of Ms. Anu Rai (DIN: 07132809) as an IndependentWoman Director

5. Approval for giving property on lease to Nimbus Multicommodity BrokersLimited, a Related Party

6. Approval to ratify investment made with Capital Infraprojects Private Limited

7. Approval for giving property on lease to Nimbus (India) Limited, a related party

8. Ratification of borrowings from Nimbus (India) Limited

9. Ratification of investment in IITL-NIMBUS THE PALM VILLAGE

10. Ratification of investment in IITL-NIMBUS THE EXPRESS PARK VIEW

11. Approval to ratify the loan made to IITL-NIMBUS THE PALM VILLAGE

12. Approval to ratify the loan made to IITL-NIMBUS THE EXPRSS PARK VIEW

13. Adoption of new set of Articles of Association of the Company containingArticles in conformity with the Companies Act, 2013

Signed this ..............................day of.............2015

..................................................... .................................................Signature of shareholder Signature of proxy holder(s)

Note:

1. This form of proxy in order to be effective should be duly completed and deposited at the Registered Office ofthe company, not less than 48 hours before the commencement of the Meeting.

2. Notwithstanding the above the Proxies can vote on such other items which may be tabled at the meeting bythe shareholders present.

AffixRe. 1/-

RevenueStamp

15





ATTENDENCE SLIPTO BE HANDED OVER AT THE ENTRANCE OF THE MEETING HALL

22nd ANNUAL GENERAL MEETING

DP ID* Folio No.

Client ID* No. of shares

Name of the shareholder

Address of the shareholder

We/I hereby record our/ my presence at the 22nd Annual General Meeting of the Company held on Wednesday,the 30th day of September, 2015 at 10.00 A.M. at “The Golden Palms Hotels & Spa” at Plot 6C, Community Centre,Opp. East Delhi Police Headquarters, Patparganj, I.P. Extension, Delhi-92

*Applicable for investors holding shares in electronic form.

Note: Please fill up this attendance slip and hand it over at the entrance of the meeting hall, Members are requestedto bring their copies of the Annual Report to the AGM.

Signature

NIMBUS PROJECTS LIMITEDCIN No. L74899DL1993PLC055470

Regd. Office : 1001-1006, 10th FloorNarain Manzil, 23 Barakhamba Road, New Delhi-110001

Ph.: +91-11-42878900 Fax.:+91-11-41500023E-mail : [email protected], Website : www.nimbusprojectsltd.com

Sr. No.:

Registered Folio No. /DP ID No. / Client ID No. :

No. of Shares held :

Name of Sole/first named Member :

Address :

Dear Shareholder,

Subject: Instruction for e-votingPursuant to the provisions of Section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Managementand Administration) Rules, 2014, the Company is pleased to offer e-voting facility to the members to cast theirvotes electronically on all resolutions set forth in the Notice convening the 22nd Annual General Meeting of theCompany to be held on Wednesday, September 30, 2015 at 10:00 A.M. The Company had engaged the services ofNational Securities Depository Limited (NSDL) to provide the e-voting facility.

The e-voting facility is available at the link https://www.evoting.nsdl.com/

The e-voting particulars are set out below:

EVEN USER ID PASSWORD/PIN(Electronic Voting Event Number)

The e-voting facility will be available during voting period:

Commencement of e-voting Sunday, Sept 27, 2015 (9.00 a.m. IST)

End of e-voting Tuesday, Sept 29, 2015 (5.00 p.m. IST)

Please read the instructions given at Note no 20 to the Notice of the 22nd Annual General Meeting carefully beforeexercising the vote electronically.

Nimbus E-voting Sheet 2015.pmd 9/2/2015, 5:06 PM1

1

Serial No. : .......................Form No. MGT-12

Polling paper[Pursuant to section 109(5) of the Companies Act, 2013 and rule 21 (1) (c) of the Companies

(Management and Administration) Rules, 2014]

NIMBUS PROJECTS LIMITEDCIN:L74899DL1993PLC055470

Regd. Office: 1001-1006, 10th Floor, Narain Manzil, 23 Barakhamba Road, New Delhi-110001Tel:+91-11-42878900, Fax: +91-11-41500023, Website:www.nimbusprojectsltd.com, E-mail:[email protected]

BALLOT PAPER

S.No. Particulars Details

1. Name of the First Shareholder

2. Postal Address

3. Registered folio No./*Client ID No.(*Applicable to investors holdingshares in dematerialized form)

5. Class of Share

I hereby exercise my vote in respect of Ordinary/Special resolution enumerated below by recording my assent or dissent to thesaid resolution in the following manner:

No Item No. No. of I assent to I dissentshares held the from the

by me resolution resolution

Ordinary Businesses:

1. Adoption of Financial Statements for the year ended 31st March, 2015

2. Re-appointment of Mr. Lalit Agarwal (DIN: 00003903) who retires by rotation

3. To ratify the appointment of M/s Anil Prahalad & Co., Chartered Accountantsas Auditors and fixing their remuneration

Special Businesses:

4. Confirmation of Appointment of Ms. Anu Rai (DIN: 07132809) as anIndependent Woman Director

5. Approval for giving property on lease to Nimbus Multicommodity BrokersLimited, a Related Party

6. Approval to ratify the investment made with Capital Infraprojects PrivateLimited

7. Approval for giving property on lease to Nimbus (India) Limited, a RelatedParty

8. Ratification of borrowings from Nimbus (India) Limited. a related party

9. Ratification of investment in IITL-NIMBUS THE PALM VILLAGE

10. Ratification of investment in IITL-NIMBUS THE EXPRESS PARK VIEW

11. Approval to ratify the loan made to IITL-NIMBUS THE PALM VILLAGE

12. Approval to ratify the loan made to IITL-NIMBUS THE EXPRESS PARK VIEW

13. Adoption of new set of Articles of Association of the Company containingArticles in conformity with the Companies Act, 2013

Place:Date: (Signature of the Shareholder)

2

INSTRUCTIONS

1. Members may fill up the Ballot Form printed and submit the same to the Scrutinizer, Mr. Ankush Agarwal of M/s. AnkushAgarwal & Associates, Company Secretaries.

2. Unsigned, incomplete or incorrectly ticked forms are liable to be rejected and the decision of the Scrutinizer on the validityof the forms will be final.

3. In case the member casts his votes through both the processes i.e., E-voting and Physical Ballot Form, the votes in theelectronic system would be considered and the Ballot Form would be ignored.

4. The right of voting by Ballot Form shall not be exercised by a proxy.

5. To avoid fraudulent transactions, the identity/signature of the members holding shares in electronic/ demat form isverified with the specimen signatures furnished by NSDL and that of members holding shares in physical form is verified asper the records of the share transfer agent of the Company i.e. Alankit Assignments Limited. Members are requested tokeep the same updated.

6. The votes should be cast either in favour or against by putting the tick ( ) mark in the column provided for asset or dissent.Ballot Form bearing tick marks in both the columns will render the Postal Ballot Form invalid.

7. Voting rights shall be reckoned on the paid up value of the shares registered in the name(s) of the Member(s) / BeneficialOwner(s) on the date of dispatch of the Notice.

8. There will be only one Ballot Form for every Folio/ DP ID & Client ID irrespective of the number of joint members

9. In case of joint holders, the Ballot Form should be signed by the first named shareholder and in his/her absence by the nextnamed shareholders. Ballot form signed by a joint shareholder shall be treated valid if signed as per records available withthe Company and the Company shall not entertain any objection on such Ballot Form signed by other joint holders.

10. Where the Ballot Form has been signed by an authorized representative of the Body Corporate/ Trust/ Society etc., acertified copy of the relevant authorization/ Board Resolution to vote should accompany the ballot Form.

11. Instructions for e-voting procedure are available in the Notice of the Annual General Meeting. Please follow the steps fore-voting procedure as given in the Notice of AGM or as available on www.evoting.nsdl.com

12. The Date of declaration of the results of remote e-voting and through ballot papers shall be taken to be the date of Passingof the resolution.

NIMBUS PROJECTS LIMITED

BIPIN AGARWAL

LALIT AGARWAL-NON

SURINDER SINGH CHAWLA

PARTAP SINGH NEGI

ANU RAI-NON

COMPANY SECRETARY & COMPLIANCE OFFICER

AUDIT COMMITEE

SURINDER SINGH CHAWLA-CHAIRMAN

PARTAP SINGH NEGI

LALIT AGARWAL

ANU RAI

NOMINATION AND REMUNERATION

INTERNAL AUDITORS

GOYAL TARUN & ASSOCIATES CHARTERED

ACCOUNTANTS

SECRETARIAL AUDITORS

ANKUSH AGARWAL & ASSOCIATES

SHARE TRANSFER AGENT

ALANKIT ASSINGNMENTS LTD.

2E/21, ALANKIT HOUSE,JHANDEWALAN EXTN,

NEW DELHI-110055

TEL:011-42541234,42541959

FAX:+91-11-42541201

Website: www.alankit.com

Email:[email protected](For Grievances)

NIMBUS PROJECTS LIMITED ANNUAL REPORT 2014

1

BOARD OF DIRECTORS

BIPIN AGARWAL-CHAIRMAN CUM MANAGING DIRECTOR

NON-EXECUTIVE NON-INDEPENDENT DIRECTOR

SURINDER SINGH CHAWLA-NON-EXECUTIVE INDEPENDENT DIRECTOR

PARTAP SINGH NEGI-NON-EXECUTIVE INDEPENDENT DIRECTOR

NON-EXECUTIVE INDEPENDENT DIRECTOR

COMPANY SECRETARY & COMPLIANCE OFFICER

SWATANTRA KUMAR SETHI

NOMINATION AND REMUNERATION COMMITEE

PARTAP SINGH NEGI-CHAIRMAN

ANU RAI


STAKEHOLDERS RELATIONSHIP

ANKUSH AGARWAL

STATUTORY AUDITORS

ANIL PRAHALAD & CO.CHARTERED

ACCOUNTANTS

BANKERS

CORPORATION BANK

HDFC BANK

AXIS BANK

HSBC BANK

ICIC BANK

INDUSIND BANK

SHARE TRANSFER AGENT

ALANKIT ASSINGNMENTS LTD.

2E/21, ALANKIT HOUSE,JHANDEWALAN EXTN,

110055

42541234,42541959-60

42541201

Website: www.alankit.com

Email:[email protected](For Grievances)

REGISTERED OFFICE

1001-1006,10TH FLOOR,NARAIN MANZIL,23,BARAKHAMBA ROAD,

NEW DELHI

TEL:011

FAX: 011

CIN: L74899DL1993PLC055470

Website:www.nimbusprojectsltd.com

E-mail:[email protected]

ANNUAL REPORT 2014-15

CHAIRMAN CUM MANAGING DIRECTOR

INDEPENDENT DIRECTOR

EXECUTIVE INDEPENDENT DIRECTOR



STAKEHOLDERS RELATIONSHIP COMMITTEE

ANU RAI-CHAIRMAN

LALIT AGARWAL


BANKERS

CORPORATION BANK

HDFC BANK

AXIS BANK

HSBC BANK

ICIC BANK

INDUSIND BANK

STOCK EXCHANGE

BOMBAY STOCK

EXCHANGE LIMITED

REGISTERED OFFICE

1006,10TH FLOOR,NARAIN MANZIL,23,BARAKHAMBA ROAD,

NEW DELHI-110001

TEL:011-42878900

FAX: 011-41500023

CIN: L74899DL1993PLC055470

www.nimbusprojectsltd.com

mail:[email protected]

NIMBUS PROJECTS LIMITED ANNUAL REPORT 2014-15

2

From the Desk of the Chairman

My Dear Fellow Shareowners,

I am pleased to address you all at this juncture when we are celebrating 22nd

Annual General meeting of your company.

Propelled by the new Government’s growth-oriented strategy the economy as a whole is beginning to show distinct

signs of revival. Largely due to the deft handling of macro-economic issues and several positive sector-specific policy

initiatives, the industrial outlook has improved overall.

As far as the real estate and urban housing sector is concerned, great expectations have been aroused of a robust

revival through the Prime Minister’s announcement of visionary initiatives like ‘Smart Cities’ and ‘Housing for All’.

Unfortunately, such expectations have not yet been realised and the sector continues to face a plethora of challenges,

including rising input costs, high interest rates and sluggish demand.

The overall economic situation in the country is looking better and the basic parameters of the Indian economy are

improving. According to the Indian Finance Ministry, the annual growth rate of the Indian economy is projected to

have increased to 7.4% in Fiscal Year 2014-15 as compared with 6.9% in the Fiscal Year 2013-14.

According to the National Housing Bank (NHB) Residex Index, residential property prices show an upward trend in

the second half of Fiscal 2014-15. First half had seen property prices dip, as the weak rupee and high inflation had a

negative impact on spending. There is a backlog of unsold property coupled with delays in approvals, project

clearances, low government spending in this sector and a huge delay in finishing projects.

Needless to mention, Fiscal Year 2015-16 will largely be about recovery. Interest rate cuts by Reserve Bank of India

(RBI), increase in GDP, introduction of REITs, improved market sentiment and more efforts by the government to

reduce project loopholes and bottlenecks will go a long way in clearing the way for positive trends in FY 2015-16.


3

The Planning Commission estimated that by 2030, about 600 million people will live in cities. Affordable housing

therefore is a huge demand and the industry has a large gap to meet, with shortage seen among the low income groups.

The residential real estate space in India is divided into affordable housing, mid-level priced houses and the luxury

segment. The onus on low cost housing is expected to put pressure on the luxury segment, but this is not significant.

Fiscal Year 2015-16 will focus more on recovery and clearing inventory, construction deadlines and backlogs.

Real Estate Investment Trusts (REITs) and commercial real estate will make significant impact. REITs will have a

huge impact in Fiscal Year 2015-16. It is an internationally tried and tested strategy, especially in the USA, Taiwan,

South Korea, Singapore and Australia. REIT is a trust that buys, sells, develops and manages income-generating real

estate property such as malls, commercial office spaces and more, with the main intention of attracting investors who

can manage an interesting array of properties. Corporate investors benefit from tax exemptions. It largely impacts

small investors and encourages proper investment channels in large real estate accounts, and is a better alternative to

investing in stock, due to its higher returns and a diversified portfolio of investments.

The details of progress of projects taken up by the Company are given in the Annual Report.

On behalf of the entire company and its leadership team, I wish to extend my sincere thanks to all shareholders for

their cooperation and commitment. I look forward to your continued support, as your company embarks on the next

phase of its growth journey.

With best wishes

Sincerely

(Bipin Agarwal)

Chairman cum Managing Director

DIN: 00001276

Place: New Delhi

Date: 10th

August, 2015


4

THE EXPRESS PARK VIEW

THE EXPRESS PARK VIEW-II


5

THE HYDE PARK

THE GOLDEN PALMS


6

BOARD’S REPORT

Financial Performance

The salient features of the Company’s financial results for the year under review are as follows:

(Rs.inLacs)*previous year figures have been regrouped/rearranged wherever necessary.

Dear Shareholders,

Your Directors have pleasure in presenting

the 22nd

Annual Report of the Company

together with the Audited Accounts for the

year ended March 31, 2015.

Particulars For the year ended

March 31, 2015

For the year ended March

31, 2014

Total Income 2120.80 2,001.46

Profit/(loss) before Interest, Depreciation & Tax

(EBITDA) 169.70 (301.24)

Finance Charges 4.09 26.11

Depreciation 85.38 68.47

Provision for Income Tax

(including for earlier years) 64.86 51.47

Net Profit/(Loss) After Tax 15.37 (447.29)

Profit/(Loss) brought forward from previous year 731.63 1157.84

Amount Available for appropriation 0.00 710.55

Less: Preference Dividend 0.00 (18.02)

Corporate Dividend Tax 0.00 (3.06)

Adjustment for accumulated depreciation (2.15) 0.00

Profit/(Loss) carried to Balance Sheet 744.85 731.63


7

Results of operations and state of Company’s affairs

The total income of the Company for the year ended 31st

March, 2015 is Rs. 2120.80 lakhs against Rs. 2001.46 lakhs

during the previous financial year an increase of 5.96% in comparison to last years total income of the Company. The

Company posted a net profit of Rs. 15.37 lacs for the year ended 31st

March, 2015 against a loss of Rs. 447.29 lakhs

during the previous financial year.

No material changes and commitments have occurred after the close of the financial year till date of this report

which affects the financial position of the Company.

2012-13 2013-14 2014-15

Total Revenue (Income) 2437.83 2001.46 2120.8

Profit After Tax(PAT) 186.66 -447.3 15.37

Net Worth 9801.65 11475.43 11488.65

-2000

0

2000

4000

6000

8000

10000

12000

14000

Earning Per Share(Rs)

2012-13 2013-14 2014-15

2.23 -5.73 0.21


8

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 alongwith SPVs is around 2,65,000 sq. meters and

the projects are under various stages of construction.

Project developed by the Company:-

Other Projects being developed by the Company alongwith 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. 2100 flats in total. It is scheduled to

be completed in two phases.Construction of Towers in Phase-I is complete and are ready for possession in phased

manner.

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. 1400 flats

of varying sizes including Studio Apartments. Possession of flats shall be started from March 2016 in phased

manner.

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

June 2016 in phased manner.

GOLDEN PALM VILLAGE: We are also coming up with New Prestigious Housing Projects with the Name of The

Golden Palm Village near the F-1 Racing Track. All these Projects have earned good name & fame for the Company

over a period of time.

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. This project consists of

332 flats in totality, out of which the Company has sold

out 310 flats as on date.

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.


9

Transfer to Reserves

During the year under review, there is no transfer to reserves.

Dividend

In view of the inadequate profits and to conserve the resources of the Company, no dividend has been proposed for

the year ended March 31, 2015.

Changes in Directors and Key Managerial Personnel

Directors

The Board of Directors on the recommendation of the Nomination and Remuneration Committee had appointed Ms.

Anu Rai as an Additional Director under the category of Non Executive, Independent Woman Director with effect

from March 28, 2015. Your Director’s seek the appointment of Ms. Anu Rai as an Independent Director for a period

of 5 (five) consecutive years with effect from March 28, 2015 at the ensuing Annual General Meeting.

The Company has received Notice in writing from a Member alongwith the deposit of the requisite amount under

Section 160 of the Companies Act, 2013 proposing the candidature of Ms. Anu Rai for the office of Independent

Director of the Company.

Mr. Lalit Agarwal, Director retires by rotation at the ensuing Annual General Meeting and being eligible, has offered

himself for re-appointment.

Brief resumes of the Directors proposed to be appointed / reappointed have been provided as an annexure to the

notice convening the Annual General Meeting.

Key Managerial Personnel

During the year under review, the Company has designated 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 & Compliance

Officer

During the year Ms. Neha Bhatia resigned from the position of Company Secretary & Compliance Officer with effect

from 31st

March, 2015.

Familiarization Programme

The Company has formulated a Familiarization Programme for Independent Directors with an aim to familiarize the

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, etc., to provide them with better understanding of

the business and operations of the Company and so as to enable them to contribute significantly to the Company

The details of programmes for familiarization of Independent Directors with the Company are put up on the website

of the Company under the web link http://www.nimbusprojectsltd.com


10

Significant and material orders passed by the regulators affecting the financial position of the company

During the period under review, there were no significant and material orders passed by the regulators/ courts or

tribunals that would impact going concern status of the Company and its future operations.

Change in Capital Structure

There is no change in capital structure of the Company during the financial Year 2014-15.

Board of Directors and its Committees

A. Composition of the Board of Directors

As on date, the Board of Directors of the Company comprises five Directors of which three are Non Executive

Independent Directors, one Non-Executive and Non Independent Directors. The composition of the Board of

Directors is in compliance with Clause 49 of the Listing Agreement and Section 149 of the Companies Act, 2013.

The Company has received necessary declarations from the Independent Directors stating they meet the criteria of

independence as specified in Section 149(6) of the Companies Act, 2013 and clause 49 of the Listing Agreement.

B. Meetings of the Board

During the year, 9 (nine) meetings of the Board of Directors and 5 (five) meetings each of Audit Committee,

Nomination & Remuneration Committee & Stakeholders Relationship Committee were held. For further details,

please refer Report on Corporate Governance.

In accordance with the provisions of the Companies Act, 2013, a separate meeting of the Independent Directors of

the Company was held on 26th

March 2015.

C. Appointment of Director

The Board of Directors on the recommendation of the Nomination and Remuneration Committee had appointed Ms.

Anu Rai (DIN No.07132809) as an Additional Director under the category of Non-Executive, Independent Woman

Director with effect from March 28, 2015. We seek your confirmation for appointment of Ms. Anu Rai as an

Independent Director for a period of 5 (five) years from the conclusion of this Annual General Meeting.

The Company has received Notice in writing from a Member alongwith the deposit of the requisite amount under Section 160

of the Companies Act, 2013 proposing the candidature of Ms. Anu Rai for the office of Independent Director of the Company.

D. Re-appointment of Director Retiring by Rotation

In terms of Section 152 of the Companies Act, 2013 Mr. Lalit Agarwal, Director (DIN. 00003903) is liable to retire by rotation at

the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The Board of Directors based on the

recommendation of Nomination and Remuneration Committee, have recommended the reappointment of Mr. Lalit Agarwal,

Director retiring by rotation. The notice convening the Annual General Meeting includes the proposal for appointment / re-

appointment of the Directors. Brief resumes of the Directors proposed to be appointed / reappointed have been

provided as an annexure to the notice convening the Annual General Meeting.


11

E. Committees of the Board

During the year under review, the Nomination and Remuneration Committee of the Board of Directors was

reconstituted. Ms. Anu Rai was inducted as a member and Mr. Mukesh Gupta resigned from the membership of the

Committee. The terms of reference of the Committee were also aligned with the requirements of Clause 49 of the

Listing Agreement and Section 178 of the Companies Act, 2013.

During the year under review, the Audit Committee of the Board of Directors was reconstituted. Ms. Anu Rai was

inducted as a member of the Committee. The terms of reference of the Committee were also aligned with the

requirements of Clause 49 of the Listing Agreement and Section 178 of the Companies Act, 2013.

During the year under review, the Stakeholder Relationship Committee of the Board of Directors was also

reconstituted. Ms. Anu Rai was inducted as a Member cum Chairman of the Committee and Mr. Mukesh Gupta

resigned from the membership of the Committee The terms of reference of the Committee were also aligned with

the requirements of Clause 49 of the Listing Agreement and Section 178 of the Companies Act, 2013.

A detail note on the Committees of the Board of Directors is given in the Corporate governance Report forming part

of the Annual Report.

F. Board Evaluation

Pursuant to the provisions of Companies Act, 2013 and clause 49 of the Listing Agreement, the Board has carried out

annual performance evaluation of its own performance, the directors individually as well the evaluation of the

working of its Audit, Nomination & Remuneration and Stakeholders Relationship Committee. The manner in which

the evaluation was carried out has been explained in Corporate Governance Report.

G. Directors’ Responsibility Statement

To the best of their knowledge and belief and according to the information and explanations obtained by them, your

Directors make the following statement in terms of Section 134(3)(c) of the Companies Act, 2013, that:

(a) In preparation of the annual accounts for the year ended March 31, 2015, the applicable accounting

standards read with requirements set out under Schedule III to the Act, have been followed and there are no

material departures from the same;

(b) they have 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 as at March 31, 2015 and profit of the Company for that period;


12

(c) they have taken proper and sufficient care for the maintenance of adequate accounting records in

accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and

detecting fraud and other irregularities;

(d) they have prepared the Annual Financial Statements on a going concern basis;

(e) they have laid down internal financial controls to be followed by the Company and that such internal financial

controls are adequate and are operating effectively; and

(f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that

such systems are adequate and operating effectively.

H. Declaration by Independent Directors

The Independent Directors of your Company have submitted the declaration of Independence as required under

Section 149(7) of the Companies Act, confirming that they meet the criteria of independence as prescribed under

Section 149(6) of the Companies Act,2013 and Clause 49 of the Listing Agreement entered into by your Company

with BSE Limited (Listing Agreement).

AUDIT RELATED MATTERS

A. Audit Committees

The Powers, role and terms of reference of the Audit Committee are in consonance with the requirements mandated

under Section 177 of the Companies Act, 2013 and clause 49 of the Listing Agreement. The Audit Committee

comprises of the following members:-

1. Mr. Surinder Singh Chawla (Independent Director) - Chairman

2. Mr. Lalit Agarwal (Non- Independent Director) - Member

3. Mr. Pratap singh Negi (Independent Director) - Member

4. Ms. Anu Rai (Independent Director) - Member

During the period under review, the suggestions put forth by the Audit Committee were duly considered and

accepted by the Board of Directors.

B. Statutory Auditors

At the Annual General Meeting held on September 30, 2014, M/s. Anil Prahalad & Co., Chartered Accountants

(Firm Registration No. 003921C), were appointed as Statutory Auditors of the Company to hold office till the

conclusion of 24th

Annual General Meeting. However, their appointment as Statutory Auditors of the Company is

subject to ratification by the Members at every Annual General Meeting. Accordingly, the appointment of M/s. Anil

Prahalad & Co., Chartered Accountants, as Statutory Auditors of the Company, is placed for ratification by the


13

Members in the ensuing Annual General Meeting. In this regard, the Company has received a certificate from the

auditors to the effect that, if they are appointed, it would be in accordance with the provision of section 141 of the

Companies Act, 2013.

There are no qualifications or adverse remarks in the Auditors’ Report which require any clarification or explanation.

C. Secretarial Auditors

Pursuant to Provision of Section 204 of the Companies Act, 2013 and rules made thereunder, the Company has

appointed M/s. Ankush Agarwal and Associates, Company Secretaries (CP No. 14486), to undertake the Secretarial

Audit of the Company. The Secretarial Audit Report is included as Annexure – A and forms an integral part of this

report. The said report is self explanatory and observations made therein do not requires any further explanations

except the observations made under clauses 7 (c) & 7 (d) of the annexure to said report . Here we state that outcome of

the said board meeting was sent through fax as well as courier; and copy of said statement was circulated to the

members in the said meeting which was inadvertently not incorporated in the said annual report due to printer’s

mistake.

D. Cost Auditors

In accordance with the provisions of Section 148 read with Companies (Cost Records and Audit) Rules, 2014 of the

Companies Act,2013, the Board has re-appointed M/s. Bhavna Jaiswal & Associates, Cost Accountants (Firm Regn.

No- 100608) as the Cost Auditors for the purpose of cost audit and issue of cost compliance certificate.

E. Internal Auditors

The Company continues to engage M/s. Goyal Tarun & Associates, Chartered Accountants (Firm Regn No:-026112N)

as an Internal Auditors. 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.

F. Adequacy of Internal Financial Controls with reference to the Financial Statements

Details of internal financial control and its adequacy are included in the Management Discussion and Analysis Report,

which forms part of this Report.

G. Details of Frauds Reported by Auditors

In the course of performance of duties as Auditors, no offence involving fraud including those which are reportable

to the Central Government, was committed against the Company by its officers or employees has been notified or

reported by the Auditors of the Company.


14

POLICY MATTERS

A. Nomination and Remuneration Policy

The Board of the Directors has framed the policy which lays down a framework in relation to Directors, Key

Managerial Personnel and senior management person’s appointment & remuneration, including the criteria for

determining qualification, positive attributes, independence of a director and other matters provided under Section

178 of the Companies Act, 2013. This policy also lays down criteria for selection and appointment of Board

Members. The Nomination and Remuneration Policy is available on the website of the Company at

http://www.nimbusprojectsltd.com and is also annexed as Annexure-B to this report.

B. Risk Management Policy

The Company has adopted a Risk Management Policy in accordance with the provisions of the Companies Act, 2013

and Clause 49 of the Listing Agreement. It establishes various levels of accountability and overview within the

Company, while vesting identified managers with responsibility for each significant risk. The Board takes

responsibility for the overall process of risk management in the organisation. Through Enterprise Risk Management

programme, Business Units and Corporate functions.

In the opinion of the Board there has been no identification of elements of risk that may threaten the existence of

the company.

C. Corporate Social Responsibility (CSR)

The provisions relating to Corporate Social Responsibility (CSR) are not applicable to the Company.

D. Vigil Mechanism / Whistle Blower Policy

The Company has established a Vigil Mechanism / Whistle Blower Policy to report to the management instances of

unethical behaviour, actual or suspected fraud or violation of the company’s code of conduct. The policy also

provides for adequate protection to the whistle blower against victimisation or discriminatory practices and also

provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company

has been denied access to the Audit Committee. The details of the Vigil Mechanism policy is explained in the

Corporate Governance Report and also disclosed on the website of the Company at

http://www.nimbusprojectsltd.com


15

OTHER MATTERS

A. Public Deposits

During the year under review, the Company has not accepted any deposits from the public in terms of chapter V of the

Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules 2014.

B. Transfer to Investor Education and Protection Fund

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 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.

C. Human Resources

Employee relations continue to be cordial and harmonious at all levels and in all divisions of the Company. The Board

of Directors would like to express their sincere appreciation to all the employees for their continued hard work and

dedication.

As on March 31, 2015, the Company has an organization strength of 7 (seven) employees.

D. Obligation of Company under The Sexual Harassment of Women at Workplace (Prevention, Prohibition and

Redressal) Act, 2013

In order to prevent sexual harassment of women at work place, the Sexual Harassment of Women at Workplace

(Prevention, Prohibition and Redressal) Act, 2013 has been notified on 9th December, 2013. Under the said Act every

Company is required to set up an Internal Complaints Committee to look into complaints relating to sexual

harassment at work place of any women employee.

As a part of the policy for prevention of Sexual Harassment in the organization, the Company has in place an internal

Complaints Committee for prevention and redressal of complaints of sexual harassment of women at work place in

accordance with the sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Act, 2013

and relevant rules thereunder. No complaints were received during the period under review.


16

E. Corporate Governance

Your Company has been practising the principles of good Corporate Governance over the years and it is a continuous

and ongoing process. A details Report on Corporate Governance practices followed by your Company, in terms of

Clause 49 of the Listing Agreement together with a Certificate from the M/s. Ankush Agarwal and Associates,

Company Secretaries (CP No. 14486) confirming compliance forms an integral part of this report.

F. Code of Conduct

As prescribed under Clause 49 of the Listing Agreement, a declaration signed by Chairman cum Managing Director

affirming compliance with the Code of Conduct by the Directors and Senior Management Personnel of the Company

for the financial year 2014-15 forms part of the corporate governance report. The code of conduct is available at

http://www.nimbusprojectsltd.com

G. Management Discussion and Analysis

The Management Discussion and Analysis Report, forming part of this report, as required under Clause 49(VIII)(D) of

the Listing Agreement with the Stock Exchange, is presented in a separate section forming part of the Annual Report.

H. Extract of Annual Return

Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and

Administration) Rules, 2014, an extract of Annual Return in Form No- MGT-9 forming part of this Annual Report as

Annexure –C.

I. Particulars of Loans given, Investments made, Guarantees given and Securities provided

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for

which the loan or guarantee or security is proposed to be utilized by the recipient are as under:-

Particulars Amount (in Rs.)

Loans given NIL

Investments made Refer note 2.11 – Notes to Accounts -Non-

Current Investments & 2.14 - Current

Investments

Guarantee given NIL

Securities provided NIL


17

J. Related Party Transactions

The Company has laid down a Related Party Transactions Policy for purpose of identification and monitoring of such

transactions. The policy on Related Party Transactions as approved by the Board is uploaded on the Company’s

Website.

All Related Party Transactions are placed before the Audit Committee and also the Members/Board for their

approval, wherever necessary.

Details of Related Party Transactions are given in Note No. 2.28 to notes to accounts and a further statement as per

Section 188 of the Companies Act, 2013 is annexed herewith as Annexure -D in the prescribed form AOC-2.

None of the Directors has any pecuniary relationships or transactions vis-à-vis the Company.

K. Conservation of Energy, Technology absorption and Foreign Exchange Earnings and Outgo

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

a) Conservation of energy : Nil

(i) the steps taken or impact on conservation of energy Nil

(ii) the steps taken by the Company for utilizing alternate

sources of energy

Nil

(iii) the capital investment on energy conservation

equipment’s

Nil

(b) Technology absorption : Nil

(i) the efforts made towards technology absorption Nil

(ii) the benefits derived like product improvement, cost

reduction, product development or import substitution

Nil

(iii) in case of imported technology (imported during the

last three years reckoned from the beginning of the

financial year)-

Nil

(a) the details of technology imported Nil

(b) the year of import; Nil

(c) whether the technology been fully absorbed Nil

(d) if not fully absorbed, areas where absorption has

not taken place, and the reasons thereof

Nil

(iv) the expenditure incurred on Research and Development Nil

(C) 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. 2,85,122/- during the year.


18

L. Remuneration Details of Directors, Key Managerial Personnel and Employees

Details of remuneration of Directors, Key Managerial Personnel and the statement of employees in receipt of

remuneration exceeding the limits prescribed under Section 197 (12) of the companies Act, 2013 read with rule 5(1) of

the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been provided in

Annexure-E to this report.

Statement pursuant to Section 134 of the Companies Act, 2013 and Rule 5(2) of the Companies (Appointment and

Remuneration of Managerial Personnel) Rules 2014 is not applicable as there were no employees employed

throughout the year or part thereof drawing the remuneration of rupees sixty lakhs per annum or rupees Five lakhs

per month or drawing remuneration in excess of the salary drawn by the managing director or whole time director

or manager and holding not less than two percent of equity shares of the company.

M. Listing with Stock Exchanges

The Company confirms that it has paid the Annual Listing Fees for the year 2015-2016 to BSE where the Company’s

Shares are listed.

N. Statement containing salient features of subsidiaries, Joint Venture/Associate Companies

Wholly owned subsidiary Company in the name of Golden Palms Facility Management Private Limited was

incorporated during the financial year 2014-2015, certificate of incorporation of which was received on 18th

March

2015. The Board of Golden Palms Facility Management Private Limited in their Board Meeting resolved that the first

financial year of the Company shall be from 18th

Day of March 2015 and shall end on 31st

March 2016 of which the

minutes were subsequently placed and adopted in the meeting of the Board of Directors of Nimbus Projects Limited.

Also the shares of subsidiary Company were subscribed in the next financial year. Hence the need of consolidation of

financial statements of subsidiary or Associate Company does not arises for the Financial Year 2014-15 as per rule 6

of the Companies (Accounts) Rules, 2014.

M/s. Capital Infraprojects Private Limited is an Associate Company of Nimbus Projects Limited.


19

Acknowledgement

Your Directors place on record their appreciation for employees at all levels, who have contributed to the growth and

performance of your Company.

Your Directors also thank the clients, vendors, bankers, shareholders and advisers of the Company for their continued

support.

Your Directors also thank the Central and State Governments, and other statutory authorities for their continued

support.

By order of the Board of Directors

Nimbus Projects Limited

Bipin Agarwal

Date : August 10, 2015 Chairman cum Managing Director

Place : New Delhi DIN: 00001276


20

ANNEXURE-A

Secretarial Audit Report

For the Financial Year ended 31st March 2015

[Pursuant to Section 204(1) of the Companies Act, 2013 and

Rule No.9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To,

The Members,

Nimbus Projects Limited,

1001-1006, 10th

Floor, Narain Manzil,

23 Barakhamba Road, New Delhi – 110 001

[CIN: L74899DL1993PLC055470]

I have conducted secretarial audit of the compliance of applicable statutory provisions and adherence to good

corporate practices by M/s. Nimbus Projects Limited (hereinafter called “the Company”). The secretarial audit was

conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory

compliances and expressing my opinion thereon.

Based on my verification of books, papers, minute books, forms and returns filed and other records maintained by

the Company and also the information provided by the Company, its officers and authorized representatives during

the conduct of secretarial audit, I hereby report that in my opinion, the Company has, during the audit period

covering the financial year ended on 31st March, 2015, complied with the statutory provisions listed hereunder and

also that the Company has proper Board processes and compliance mechanism in place to the extent based on the

management representation letter/ confirmation received from the management, in the manner and subject to the

reporting made hereinafter. The members are requested to read this report along with our letter dated August 10,

2015 annexed to this report as Annexure – 1.

1. I have examined the books, papers, minute books, forms and returns filed and other records maintained by the

Company for the financial year ended on 31st March 2015 according to the applicable provisions of:

i) The Companies Act, 2013 (the Act) and the rules made thereunder;

ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder;

iii) The Depositories Act, 1996 and the regulations and bye–laws framed thereunder;

iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of

Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings (not applicable

to the Company during the Audit period);

v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act,

1992 (‘SEBI Act’):–

a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers)

Regulations, 2011;

b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992;


21

c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations,

2009 (not applicable to the Company during the Audit period);

d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock

Purchase Scheme) Guidelines, 1999 (not applicable to the Company during the Audit period);

e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 (not

applicable to the Company during the Audit period);

f) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998 (not applicable to

the Company during the Audit period);

g) The Securities and Exchange Board of India (Registrars to an issue and share transfer agents) Regulations,

1993 regarding the companies Act and dealing with client; and

h) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 (not applicable

to the Company during the Audit period);

2. I further report that, having regard to the compliance system prevailing in the Company and on examination of

the relevant documents, records, management confirmations in pursuance thereof, on test check basis, the

company has complied with the following laws applicable specifically to the Company:

a) Transfer of Property Act, 1882;

b) Indian Stamp Act, 1899

c) The Land Acquisition Act, 1894;

d) The Aircraft Act, 1934 (Height Clearance);

e) Uttar Pradesh Fire Prevention and Fire Safety Act, 2005;

f) Water (Prevention and Control of Pollution) Act, 1974;

g) The Air (Prevention and Control of Pollution) Act, 1981;

h) Employees Provident Fund and Miscellaneous Provisions Act, 1952;

i) Payment of Wages Act, 1936; and

j) Workmen’s Compensation Act, 1923

3. I have not examined compliance with the Secretarial Standards 1 and 2 issued by The Institute of Company

Secretaries of India as they become applicable only from 1st July, 2015.

4. The Listing Agreements entered into by the Company with:

a) BSE Limited;

b) Delhi Stock Exchange Limited (De-recognized w.e.f. December 19, 2014).

5. During the period under review, to the best of my knowledge and belief and according to the information and

explanations given to me, the Company has complied with the provisions of the Acts, Rules, Regulations and

Agreements mentioned under paragraph 1 above, to the extent applicable.

6. I further report that:

a) The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non–

Executive Directors and Independent Directors. The Board also has a woman director. The changes in the


22

composition of the Board of Directors that took place during the period under review were carried out in

compliance with the provisions of the Act.

b) Adequate notice is given to all directors to schedule the Board Meetings. Notice of Board meetings was sent

at least seven days in advance and where any Board Meeting was held on shorter notice the same was

conducted in compliance with the Act. A system exists for directors to seek and obtain further information

and clarifications on the agenda items before the meetings and for their meaningful participation at the

meetings. Majority decision is carried through. We are informed that there were no dissenting members’

views on any of the matters during the year that were required to be captured and recorded as part of the

minutes.

c) There are adequate systems and processes in the Company commensurate with the size and operations of

the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

d) During the audit period:

The members have passed special resolutions under Section 180 of the Act empowering the Board of

Directors to do the following:

• Borrow moneys provided that the amounts borrowed and outstanding at any point of time does not

exceed Rs.200 crores, apart from temporary loans from the Company’s bankers in the ordinary course of

business; and

• Create charge/ mortgage or otherwise encumber the whole or substantially the whole of any undertaking

or any movable/immovable property of the company.

For Ankush Agarwal & Associates

Ankush Agarwal

Company Secretary

Membership No: A21125

Certificate of Practice No: 14486

Date : August 10, 2015

Place: New Delhi


23

Annexure – 1. to Secretarial Audit Report dated 10th

August 2015

To,

The Members,


1001-1006, 10th



[CIN: L74899DL1993PLC055470]

The Secretarial Audit Report dated 10th August 2015 is to be read along with this letter.

1. Maintenance of secretarial records is the responsibility of the management of the Company. My responsibility is

to make a report based on the secretarial records produced for our audit.

2. I have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the

correctness of the contents of the secretarial records. The verification was done on test basis to ensure that correct

facts are reflected in secretarial records. I believe that the processes and practices being followed provide a

reasonable basis of this audit report.

3. I have not verified the correctness and appropriateness of financial records and books of accounts of the Company

as it is taken care in the statutory audit.

4. I have obtained the Management’s representation about the compliance of laws, rules and regulations and

happening of events, wherever required.

5. The compliance with the provisions of Corporate and other applicable laws, rules, regulations, standards is the

responsibility of the management. My examination was limited to the verification of procedures on test basis.

6. This Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or

effectiveness with which the management has conducted the affairs of the Company.

7. During the process of audit, inter-alia, I observed following non-compliances/ inadvertent errors by the Company:

a) There has been no Chief Financial Officer (‘CFO’) in the Company during the financial year 2014-15 as per

Section 203 of the Act. However, as per information provided to us by the Management, the Company was in

the process of identification and appointment of suitable candidate for the position of CFO. Accordingly, the

CFO was appointed w.e.f. May 14, 2015;

b) The proposal of creation of charges on the assets of the Company under Section 180 of the Act was passed by

shareholders at last AGM of the Company, held on September 30, 2014, instead of passing it through Postal

Ballot as per Rule 22 of The Companies (Management and Administration) Rules, 2014. However, the

resolution has not been acted upon;

c) We have not found outcome of Board Meeting, filed with BSE after conclusion of Board Meeting held on

August 13, 2014, in the records maintained by the Company;


24

d) The annual report for financial year 2013-14 doesn’t have the statement regarding availing exemption as per

Section 212(8) of the Companies Act, 1956 and the statement of subsidiary (ies) as per Section 212(1) of the

Companies Act, 1956;

e) In conduct of the AGM for financial year 2013-14 and filing of scrutinizer’s report, there were inadvertent

errors in publication of notice and submission of scrutinizer’s report to BSE; and

f) As per the information provided to us, the Company is following provisions of SEBI (Prohibition of Insider

Trading) Regulations, 1992, however, the Trading Window Period was not disclosed promptly to Stock

Exchanges during the period under review.


Ankush Agarwal

Company Secretary

Membership No: A21125

Certificate of Practice No: 14486

Date: August 10, 2015

Place: New Delhi


25

Annexure-B

NOMINATION AND REMUNERATION POLICY

I. PREAMBLE

Pursuant to Section 178 of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board of Directors

of every listed Company shall constitute the Nomination and Remuneration Committee. The Company already

constituted Remuneration Committee comprising of three non-executive Independent Directors as required under

Listing Agreement. In order to align with the provisions of the Companies Act, 2013 and the amended Listing

Agreement from time to time, the Board on 21st April, 2014 changed the nomenclature of the “Remuneration

Committee” as “Nomination and Remuneration Committee”.

This Committee and the Policy is formulated in compliance with Section 178 of the Companies Act, 2013 read along

with the applicable rules thereto and Clause 49 of the Listing Agreement.

II. OBJECTIVE

The Key Objectives of the Committee are:

a) To guide the Board in relation to appointment and removal of Directors, Key Managerial Personnel and Senior

Management.

b) To evaluate the performance of the members of the Board and provide necessary report to the Board for further

evaluation.

c) To recommend to the Board on Remuneration payable to the Directors, Key Managerial Personnel and Senior

Management.

III. DEFINITIONS

� “Board” means Board of Directors of the Company.

� “Company” means “Nimbus Projects Limited”

� “Independent Director” means a director referred to in Section 149 (6) of the Companies Act, 2013.

� “Key Managerial Personnel” (KMP) means

(i) Chief Executive Officer or the Managing Director or the Manager,

(ii) Whole-time Director,

(iii) Chief Financial Officer and

(iv) Company Secretary

(v) Such other officer as may be prescribed.

� “Nomination and Remuneration Committee” shall mean a Committee of Board of Directors of the Company,

constituted in accordance with the provisions of Section 178 of the Companies Act, 2013 and the Listing

Agreement.

� “Policy or This Policy” means, “Nomination and Remuneration Policy.”

� “Remuneration” means any money or its equivalent given or passed to any person for services rendered by him

and includes perquisites as defined under the Income-tax Act, 1961.


26

� “Senior Management” mean personnel of the Company who are members of its core management team

excluding Board of Directors. This would include all members of management one level below the executive

directors, including all the functional heads.

IV. INTERPRETATION

Terms that have not been defined in this Policy shall have the same meaning assigned to them in the Companies Act,

2013, Listing Agreement and/or any other SEBI Regulation(s) as amended from time to time.

V. GUIDING PRINCIPLES

The Policy ensures that –

� The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors

of the quality required to run the Company successfully.

� Relationship of remuneration to performance is clear and meets appropriate performance benchmarks and

� Remuneration to Directors, Key Managerial Personnel and Senior Management involves a balance between

fixed and incentive pay reflecting short and long term performance objectives appropriate to the working of the

Company and its goals.

VI. ROLE OF THE COMMITTEE

The role of the Committee inter alia will be the following:

a) To formulate a criteria for determining qualifications, positive attributes and independence of a Director.

b) Formulate criteria for evaluation of Independent Directors and the Board.

c) Identify persons who are qualified to become Directors and who may be appointed in Senior Management in

accordance with the criteria laid down in this policy.

d) To carry out evaluation of every Director’s performance.

e) To recommend to the Board the appointment and removal of Directors and Senior Management.

f) To recommend to the Board policy relating to remuneration for Directors, Key Managerial Personnel and Senior

Management.

g) Ensure that level and composition of remuneration is reasonable and sufficient, relationship of remuneration to

performance is clear and meets appropriate performance benchmarks.

h) To devise a policy on Board diversity.

i) To carry out any other function as is mandated by the Board from time to time and / or enforced by any statutory

notification, amendment or modification, as may be applicable.

j) To perform such other functions as may be necessary or appropriate for the performance of its duties.


27

VII. MEMBERSHIP

a) The Committee shall comprise at least three (3) Directors, all of whom shall be non-executive Directors and at least

half shall be Independent.

b) The Board shall reconstitute the Committee as and when required to comply with the provisions of the Companies

Act, 2013 and applicable statutory requirement.

c) Minimum two (2) members shall constitute a quorum for the Committee meeting.

d) Membership of the Committee shall be disclosed in the Annual Report.

e) Term of the Committee shall be continued unless terminated by the Board of Directors.

VIII. CHAIRPERSON

a) Chairperson of the Committee shall be an Independent Director.

b) Chairperson of the Company may be appointed as a member of the Committee but shall not Chair the Committee.

c) In the absence of the Chairperson, the members of the Committee present at the meeting shall choose one amongst

them to act as Chairperson.

d) Chairperson of the Nomination and Remuneration Committee shall be present at the General Meetings or may

nominate some other member for the purpose.

IX. FREQUENCY OF MEETINGS

The meeting of the Committee shall be held at such regular intervals as may be required.

X. COMMITTEE MEMBERS’ INTERESTS

a) A member of the Committee is not entitled to be present when his own remuneration is discussed at a meeting or

when his performance is being evaluated.

b) The Committee may invite such executives, as it considers appropriate, to be present at the meetings of the

Committee.

XI. VOTING

a) Matters arising for determination at Committee meetings shall be decided by a majority of votes of Members

present and voting and any such decision shall for all purposes be deemed a decision of the Committee.

b) In the case of equality of votes, the Chairperson of the meeting will have a casting vote.

XII.APPOINTMENT AND REMOVAL OF DIRECTOR, KMP AND SENIOR MANAGEMENT

• Appointment criteria and qualifications:

1. The Committee shall identify and ascertain the integrity, qualification, expertise and experience of the person for

appointment as Director, KMP or at Senior Management level and recommend to the Board his / her appointment.


28

2. A person should possess adequate qualification, expertise and experience for the position he / she is considered for

appointment. The Committee has discretion to decide whether qualification, expertise and experience possessed by

a person are sufficient / satisfactory for the concerned position.

3. The Company shall not appoint any person as Managing Director/Whole-time Director/Manager who is below the

age of twenty one years or has attained the age of seventy years. Provided that the term of the person holding this

position may be extended beyond the age of seventy years with the approval of shareholders by passing a special

resolution based on the explanatory statement annexed to the notice for such motion indicating the justification for

extension of appointment beyond seventy years.

• Term / Tenure:

1. Managing Director/Whole-time Director/Manager (Managerial Person):

The Company shall appoint or re-appoint any person as its Managerial Person for a term not exceeding five years at a

time. No re-appointment shall be made earlier than one year before the expiry of term.

2. Independent Director:

An Independent Director shall hold office for a term up to five consecutive years on the Board of the Company and

will be eligible for reappointment on passing of a special resolution by the Company and disclosure of such

appointment in the Board's report.

No Independent Director shall hold office for more than two consecutive terms, but such Independent Director shall be

eligible for appointment after expiry of three years of ceasing to become an Independent Director.

Provided that an Independent Director shall not, during the said period of three years, be appointed in or be associated

with the Company in any other capacity, either directly or indirectly.

At the time of appointment of Independent Director it should be ensured that number of Boards on which such

Independent Director serves is restricted to seven listed companies as an Independent Director and three listed

companies as an Independent Director in case such person is serving as a Whole-time Director of a listed company.

• Evaluation:

The Committee shall carry out evaluation of performance of every Director, KMP and Senior Management at regular

interval (yearly).

• Removal:

Due to reasons for any disqualification mentioned in the Companies Act, 2013, rules made thereunder or under any

other applicable Act, rules and regulations, the Committee may recommend, to the Board with reasons recorded in

writing, removal of a Director, KMP or Senior Management subject to the provisions and compliance of the said Act,

rules and regulations.

• Retirement:

The Director, KMP and Senior Management shall retire as per the applicable provisions of the Companies Act, 2013

and the prevailing policy of the Company. The Board will have the discretion to retain the Director, KMP, Senior

Management in the same position / remuneration or otherwise even after attaining the retirement age, for the benefit of

the Company.


29

XIII. PROVISIONS RELATING TO REMUNERATION OF MANAGERIAL PERSON, KMP AND SENIOR

MANAGEMENT

• General:

1. The remuneration / compensation / commission etc. to Managerial Person, KMP and Senior Management Personnel

will be determined by the Committee and recommended to the Board for approval. The remuneration /

compensation / commission etc. shall be subject to the prior/post approval of the shareholders of the Company and

Central Government, wherever required.

2. The remuneration and commission to be paid to Managerial Person shall be as per the statutory provisions of the

Companies Act, 2013, and the rules made thereunder for the time being in force.

3. Increments to the existing remuneration / compensation structure may be recommended by the Committee to the

Board which should be within the slabs approved by the Shareholders in the case of Managerial Person. Increments

will be effective from the date of reappointment in respect of Managerial Person and 1st April in respect of other

employees of the Company.

4. Where any insurance is taken by the Company on behalf of its KMPs for indemnifying them against any liability,

the premium paid on such insurance shall not be treated as part of the remuneration payable to any such personnel.

Provided that if such person is proved to be guilty, the premium paid on such insurance shall be treated as part of

the remuneration.

• Remuneration to Managerial Person, KMP and Senior Management:

1. Fixed pay:

Managerial Person, KMP and Senior Management shall be eligible for a monthly remuneration as may be approved by

the Board on the recommendation of the Committee in accordance with the statutory provisions of the Companies Act,

2013, and the rules made thereunder for the time being in force. The break-up of the pay scale and quantum of

perquisites including, employer’s contribution to P.F, pension scheme, medical expenses, club fees etc. shall be

decided and approved by the Board on the recommendation of the Committee and approved by the shareholders and

Central Government, wherever required.

2. Minimum Remuneration:

If, in any financial year, the Company has no profits or its profits are inadequate, the Company shall pay remuneration

to its Managerial Person in accordance with the provisions of Schedule V of the Companies Act, 2013 and if it is not

able to comply with such provisions, with the prior approval of the Central Government.

3. Provisions for excess remuneration:

If any Managerial Person draws or receives, directly or indirectly by way of remuneration any such sums in excess of

the limits prescribed under the Companies Act, 2013 or without the prior sanction of the Central Government, where

required, he / she shall refund such sums to the Company and until such sum is refunded, hold it in trust for the

Company.


30

The Company shall not waive recovery of such sum refundable to it unless permitted by the Central Government.

• Remuneration to Non-Executive / Independent Director:

1. Remuneration:

The remuneration shall be in accordance with the statutory provisions of the Companies Act, 2013, and the rules made

thereunder for the time being in force and any other statutory/ regulatory provisions applicable to the Company.

Employee Stock Options (ESOPs) if allotted and/ or commission from profits if given, may form part of the

remuneration.

2. Sitting Fees:

The Non- Executive / Independent Director may receive remuneration by way of fees for attending meetings of Board

or Committee thereof.

Provided that the amount of such fees shall not exceed the maximum amount as provided in the Companies Act, 2013,

per meeting of the Board or Committee or such amount as may be prescribed by the Central Government from time to

time.

XIV. MINUTES OF COMMITTEE MEETING

Proceedings of all meetings must be minuted and signed by the Chairperson of the said meeting or the Chairperson of

the next succeeding meeting. Minutes of the Committee meeting will be tabled at the subsequent Board and

Committee meeting.

XV. DEVIATIONS FROM THIS POLICY

Deviations on elements of this policy in extraordinary circumstances, when deemed necessary in the interests of the

Company, will be made if there are specific reasons to do so in an individual case.


31

Annexure C

Form No. MGT-9

EXTRACT OF ANNUAL RETURN

As on the financial year ended on 31st March, 2015

of


[Pursuant to Section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies

(Management and Administration) Rules, 2014]

I. REGISTRATION AND OTHER DETAILS:

i) CIN: L74899DL1993PLC055470

ii) Registration Date: 01-10-1993

iii) Name of the Company Nimbus Projects Limited

iv)

Category/ Sub-Category of the Company Public Company / Limited by shares / Having Share Capital

v)

Address of the Registered office and

contact details

1001-1006, 10th

Floor, Narain Manzil, 23, Barakhamba

Road, New Delhi-110001

Tel: 011-42878900; Fax: 011-41500023

Email: [email protected]

vi)

Whether shares listed on recognized Stock

Exchange(s) - Yes/No

Yes - BSE Limited

vii)

Name, Address and contact details of

Registrar and Transfer Agent, if any

Alankit Assignments Limited

2E/21, Alankit House, Jhandewalan Extension,

New Delhi-110055

Tel: 011-42541234



32

II.

PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10 % or more of the total turnover of the company shall be

stated:-

Sl. No. Name and Description of

main products / services

NIC Code of the

Product/service

% to total turnover of the

company

1 Construction and Real

Estate Development

41001 100%

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES -

S. No. Name and address of the Company CIN/GLN Holding/Su

bsidiary/ass

ociate

% of

shares

held

Appli

cable

sectio

n

1 Golden Palms Facility

Management Private Limited

Plot-6C, Community Centre, Opp.

East Delhi Police, Headquarters,

Patparganj, I.P Extension, Delhi-

110092

U74140DL2015PTC278085 Subsidiary 100 2(87)

2 Capital Infraprojects Private

Limited

313-315 Vikas Deep Building,

District Center, Laxmi Nagar, Delhi-

110092

U45400DL2010PTC203755 Associate 50 2(6)


33

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

i) Category-wise Share Holding

Category of

Shareholders

No. of Shares held at the beginning of the year[As

on 01 April 2014]

No. of Shares held at the end of the year[As on

31-March-2015]

%

Change

during

the year Demat Physical Total % of

Total

Shares

Demat Physical Total % of

Total

Shares

A. Promoter s

(1) Indian

a) Individual/ HUF 1873945 8800 1882745 25.31 2155585 8800 2164385 29.10 3.79

b) Central Govt 0 0 0 0.00 0 0 0 0.00 0.00

c) State Govt(s) 0 0 0 0.00 0 0 0 0.00 0.00

d) Bodies Corp. 3395149 0 3395149 45.65 3395149 0 3395149 45.65 0.00

e) Banks / FI 0 0 0 0.00 0 0 0 0.00 0.00

f) Any other 0 0 0 0.00 0 0 0 0.00 0.00

Total shareholding of

Promoter (A)

5269094 8800 5277894 70.96 5550734 8800 5559534 74.75 3.79

B. Public

Shareholding

1. Institutions

a) Mutual Funds 0 0 0 0.00 0 0 0 0.00 0.00

b) Banks / FI 0 0 0 0.00 0 0 0 0.00 0.00

c) Central Govt 0 0 0 0.00 0 0 0 0.00 0.00

d) State Govt(s) 0 0 0 0.00 0 0 0 0.00 0.00

e) Venture Capital

Funds

0 0 0 0.00 0 0 0 0.00 0.00

f) Insurance

Companies

0 0 0 0.00 0 0 0 0.00 0.00

g) FIIs 0 0 0 0.00 0 0 0 0.00 0.00

h) Foreign Venture

Capital Funds

0 0 0 0.00 0 0 0 0.00 0.00

i) Others (specify) 0 0 0 0.00 0 0 0 0.00 0.00

Sub-total (B)(1):- 0 0 0 0.00 0 0 0 0.00 0.00


34

2. Non-Institutions

a) Bodies Corp.

i) Indian 526154 207400 733554 9.86 309304 205300 514604 6.92 (2.94)

ii) Overseas 0 0 0 0.00 0 0 0 0.00 0.00

b) Individuals

i) Individual

shareholders holding

nominal share capital

upto Rs. 1 lakh

425744 556206 981950 13.20 398331 530606 928937 12.49 (0.71)

ii) Individual

shareholders holding

nominal share capital

in excess of Rs 1 lakh

381701 62900 444601 5.98 372024 62900 434924 5.85 (0.13)

c) Others (specify)

Non Resident Indians 1 0 1 0.00 1 0 1 0.00 0.00

Overseas Corporate

Bodies

0 0 0 0.00 0 0 0 0.00 0.00

Foreign Nationals 0 0 0 0.00 0 0 0 0.00 0.00

Clearing Members 0 0 0 0.00 0 0 0 0.00 0.00

Trusts 0 0 0 0.00 0 0 0 0.00 0.00

Foreign Bodies - D R 0 0 0 0.00 0 0 0 0.00 0.00

Sub-total (B)(2):- 1333600 826506 2160106 29.04 1079660 798806 1878466 25.25 -3.79

Total Public

Shareholding

(B)=(B)(1)+ (B)(2)

1333600 826506 2160106 29.04 1079660 798806 1878466 25.25 -3.79

C. Shares held by

Custodian for GDRs

& ADRs

0 0 0 0.00 0 0 0.00 0.00

Grand Total (A+B+C) 6602694 835306 7438000 100.00 6630394 807606 7438000 100.00 0.00


35

ii) Shareholding of Promoters-

Sl.

No.

Shareholder’s Name Shareholding at the beginning of the year Shareholding at the end of the year % change

in share

holding

during the

year

No. of

Shares

% of total

Shares of

the

company

%of Shares

Pledged /

encumbered to

total shares

No. of

Shares

% of total

Shares of the

company

%of Shares

Pledged /

encumbered to

total shares

1 Nem Chand Jain 5200 0.07 0.00 5200 0.07 0.00 0.00

2 Sunil Jain 1000 0.01 0.00 1000 0.01 0.00 0.00

3 Anil Jain 800 0.01 0.00 800 0.01 0.00 0.00

4 Bipin Agarwal 594554 7.99 0.00 679554 9.14 0.00 1.15

5 Bipin Agarwal (HUF) 306255 4.12 0.00 514595 6.92 0.00 2.80

6 Sahil Agarwal 70007 0.94 0.00 70007 0.94 0.00 0.00

7 Raj Kumar Agarwal 1800 0.02 0.00 1800 0.02 0.00 0.00

8 Sunita Agarwal 453629 6.10 0.00 504129 6.78 0.00 0.68

9 Parveen Tayal 82000 1.10 0.00 37000 0.50 0.00 -0.60

10 Sunil Kumar 40000 0.54 0.00 15000 0.20 0.00 -0.34

11 Devender Goel 26500 0.36 0.00 11500 0.15 0.00 -0.21

12 Ram Kumar Agarwal

(HUF)

301000 4.05 0.00 301000 4.05 0.00 0.00

13 Nimbus Propmart

Private Limited

(Formerly Nimbus

Propmart Limited)

774000 10.41 0.00 774000 10.41 0.00 0.00

14 Nimbus India Limited 1822381 24.50 0.00 1822381 24.50 0.00 0.00

15 Nimbus

Multicommodity

Brokers Limited

798768 10.74 0.00 798768 10.74 0.00 0.00

16 Yamini Agarwal 0 0 0.00 22800 0.31 0.00 0.31


36

Change in Promoters’ Shareholding (please specify, if there is no change)

Sl.

No.

Shareholding at the

beginningof the year

Cumulative Shareholding

during theyear

No. of

shares

% of total

shares of the

company

No. of

shares

% of total

shares of the

company

1 Nem Chand Jain

At the beginning of the year 5200 0.07 5200 0.07

Date wise Increase / Decrease in Promoters

Share holding during the year specifying the

reasons for increase /decrease (e.g. allotment /

transfer / bonus/ sweatequity etc):

No Change

At the end of the year 5200 0.07

2 Sunil Jain






No Change


3 Anil Jain






No Change


4 Bipin Agarwal




reasons for increase / decrease (e.g. allotment /

transfer / bonus/ sweat equity etc):

12/03/2015

85000 1.15 679554 9.14


37

(inter-se transfer amongst the promoters)


5 Bipin Agarwal(HUF)






17/12/2014 (Transfer-Market Purchase) 12240 0.16 318495 4.28


27/02/2015 (Transfer-Market Purchase) 30000

0.40 378495 5.08


0.40 408495 5.48


0.40 438495 5.89


0.42 469495 6.31


0.40 499595 6.71



6 Sunita Agarwal






15-12-2014(Market Purchase) 29000 0.39 482629 6.49


38

16-12-2014 (Market Purchase) 21500 0.29 504129 6.78


7 Sahil Agarwal






No Change


8 Raj Kumar Agarwal






No Change


9 Parveen Tayal






12/03/2015 (Inter-se transfer amongst

promoters)

-45000 -0.60 37000 0.50


10 Sunil Kumar







-25000 -0.34 15000 0.20


39

promoters)


11 Devender Goel







promoters)

-15000 -0.21 11500 0.15


12 Ram Kumar Agarwal(HUF)






No Change


13 Nimbus Propmart Private Limited (Formerly

Nimbus Propmart Limited)






No Change


14 Nimbus (India) Limited






No Change



40

15 Nimbus Multicommodity Brokers Limited






No Change


16 Yamini Agarwal

At the beginning of the year 0 0





16-02-2015 (Market Purchase) 1800 0.02 1800 0.02

25-02-2015 (Market Purchase) 8000 0.11 9800 0.13

23-03-2015(Market Purchase) 13000 0.17 22800 0.3


(iv)

Shareholding Pattern of top ten Shareholders (other than Directors, Promoters

and Holders of GDRs and ADRs):

Sl. No. Shareholder’s Name Shareholding at the beginning

of the year

Cumulative Shareholding

during the year

For Each of the Top 10

Shareholders

No. of shares % of total

shares of

the

company

No. of shares % of

total

shares of

the

Compan

y

1 Saffron Holdings Private Limited



41

Date wise Increase / Decrease in

Shareholding during the year

specifying the reasons for increase

/ decrease (e.g. allotment / transfer

/ bonus/ sweat equity etc):

Decrease (Transfer/Sale of

Shares)

25/02/2015

-50000

-0.67

317500

4.27

27/02/2015

-50000 -0.67 267500 3.6

03/03/2015 -50000 -0.67 217500 2.93

07/03/2015 -31000 -0.42 186500 2.51

16/03/2015 -15000 -0.20 171500 2.31

At the End of the year (or on the

date of separation, if separated

during the year)

171500 2.31

2. Sandeep Kumar Gupta







Increase (Market Purchase)

25/06/2014 6010 0.08 157719 2.12

30/06/2014 1355 0.018 159074 2.14

02/07/2014 3618 0.05 162692 2.19

03/07/2014 62 0 162754 2.19

04/07/2014 230 0 162984 2.19

07/07/2014 2780 0.04 165764 2.23

08/07/2014 150 0 165914 2.23

09/07/2014 369 0 166283 2.23


42

10/07/2014 1050 0.014 167333 2.24

11/07/2014 50 0 167383 2.24

14/07/2014 130 0 167513 2.24

16/07/2014 10 0 167523 2.24

18/07/2014 2 0 167525 2.24

21/07/2014 1500 0.02 169025 2.26

22/07/2014 50 0 169075 2.26

22/08/2014 3888 0.05 172963 2.31

28/08/2014 204 0.003 173167 2.31

02/09/2014 9648 0.13 182815 2.44

03/09/2014 2785 0.04 185600 2.48

05/09/2014 1200 0.016 186800 2.50

12/09/2014 103 0.001 186903 2.50

09/10/2014 1050 0.014 187953 2.51

17/10/2014 5000 0.067 192953 2.58

20/10/2014 3000 0.04 195953 2.62

28/10/2014 2000 0.03 197953 2.65

29/10/2014 4000 0.05 201953 2.7

30/10/2014 2150 0.03 204103 2.73

31/10/2014 320 0.004 204423 2.73

03/11/2014 100 0.001 204523 2.73

05/11/2014 200 0.003 204723 2.73

07/11/2014 3868 0.05 208591 2.78

10/11/2014 (Decrease)(Sale of

Shares)

-50 0 208541 2.78

11/11/2014 4000 0.05 212541 2.83

13/11/2014 2350 0.03 214891 2.86

14/11/2014 168 0.002 215059 2.86

17/11/2014 1710 0.02 216769 2.88


43

18/11/2014 70 0 216839 2.88

19/11/2014 351 0.005 217190 2.88

20/11/2014 223 0.003 217413 2.88

21/11/2014 411 0.006 217824 2.88

24/11/2014 1153 0.016 218977 2.92

02/12/2014 100 0.001 219077 2.93

09/01/2015 250 0.003 219327 2.94

14/01/2015 44 0 219371 2.94

15/01/2015 100 0.001 219471 2.95

05/02/2015 350 0.005 219821 2.96



during the year)

219821 2.96

3 Tanvi Fincap Private Limited







Increase (23-05-2014) (Purchase of

Shares)

13935

0.19 62287 0.84



during the year)

62287 0.84

4 Pushp Investments Private

Limited







No Change



38100 0.51


44

during the year)

5 Bishnu Kumar Agarwal (HUF)







No Change



during the year)

32110 0.43

6 NRI Capital Services Limited







Decrease(Transferred) during the

quarter

1/04/ 2014- 30/06/2014:

-2000

-0.03

28600 0.38



during the year)

28600 0.38

7 Anil Kumar







16/12/2014 :Decrease (Sale of

Shares)

-18000

-0.24

12480 0.17



during the year)

12480 0.17


45

8 Precision Leasing Limited







No Change



during the year)

29400 0.40

9 Bishnu Kumar Agarwal







No Change



during the year)

26333 0.35

10 Anshu Agarwal







No Change



during the year)

25812 0.35


46

(v) Shareholding of Directors and Key Managerial Personnel:

Sl. No. Name Shareholding at the beginning

of the year

Cumulative Shareholding during

the year

No. of

shares

% of total shares

of the company

No. of shares % of total

shares of the

Company

DIRECTORS:

1 Bipin Agarwal



Promoters Shareholding during the year

specifying the reasons for increase /

decrease (e.g. allotment / transfer /

bonus/ sweat equity etc):

Increase : 12/03/2015 ( By inter-se

transfer among promoters)

85000 1.14 679554 9.14

At the End of the year 679554 9.14

2 Mr. Lalit Agarwal







No Change

At the End of the year 0 0.00 0 0.00

3 Mr. Surinder Singh Chawla







No Change

At the End of the year

0 0.00 0 0.00


47

4 Mr. Partap Singh Negi







No Change


5 Mr. Mukesh Gupta







No Change


0 0.00 0 0.00

6

Ms. Anu Rai

At the beginning of the year

0

0.00

0 0.00






No Change


0 0.00 0 0.00

KEY MANAGERIAL PERSONNEL:

1

Neha Bhatia(Resigned as Company

Secretary and Compliance Officer w.e.f

March 31, 2015)

At the beginning of the year

0

0.00

0 0.00

Date wise Increase / Decrease in Promoters No Change


48

Shareholding during the year specifying the

reasons for increase / decrease (e.g.

allotment / transfer / bonus/ sweat equity

etc):


0 0.00 0 0.00

2 Swatantra Kumar Sethi (Appointed as

Company Secretary and Compliance

Officer w.e.f March 30, 2015)



Shareholding during the year specifying the

reasons for increase / decrease (e.g.

allotment / transfer / bonus/ sweat equity

etc):

No Change


V INDEBTEDNESS

Indebtedness of the Company including interest outstanding/accrued but not due for

payment

Secured

Loans

excluding

deposits

(In Rs.)

Unsecured

Loans

(In Rs.)

Deposits

(In Rs.)

Total

Indebtedness

(In Rs.)

Indebtedness at the

beginning of the financial

year

i) Principal Amount 567,56,796/- 900,00,000/- 93,47,678/- 1561,04,474/-

ii) Interest due but not

paid

- 91,58,300/- - 91,58,300/-

iii) Interest accrued but

not due

- - - -

Total (i+ii+iii) 567,56,796/- 991,58,300/- 93,47,678/- 1652,62,774/-


49

Change in Indebtedness

during the financial year

* Addition 48,36,496/- 64,89,863/- 154,34,413/- 267,60,772/-

* Reduction (-

) 601,56,838/-

(-)971,66,363/- - (-) 1573,23,201/-

Net Change (-)

553,20,342/-

(-) 906,76,500/- 154,34,413/- (-) 1305,62,929/-

Indebtedness at the end

of the financial year

i) Principal Amount 14,36,454/- 84,81,800/- 247,82,091/- 347,00,345/-

ii) Interest due but not

paid

- - - -

iii) Interest accrued but

not due -

-

- -

Total (i+ii+iii) 14,36,454/- 84,81,800/- 247,82,091/- 347,00,345/-

VI REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director, Whole -time Directors and /or Manger:

Sl. No. Particulars of Remuneration Name of MD/WTD/Manager

Bipin Agarwal

1 Gross salary 36,00,000/-

a) Salary as per provisions contained

in section 17(1) of Income-tax Act,

1961

36,00,000/-

b) Value of perquisites u/s 17(2)

Income-tax Act, 1961

c) Profits in lieu of salary under section

17(3)Income -tax Act, 1961

2 Stock Option

3 Sweat Equity

4 Commission

as % of profit


50

others, specify

5 others, please specify

Total (A) 36,00,000/-

Ceiling as per the Act Rs. 300,000 P.M

B. Remuneration to other directors:

Sl.

No

Particulars of

Remuneration

Name of Directors (Amt in Rs.)

Mr. Surinder

Singh Chawla

Mr.Partap

Singh Negi

Mr. Mukesh

Gupta

Ms. Anu Rai Total

Amount

1 Independent

Directors

Fee for attending

Board and

Committee

meetings

25000 25000 22500 0 72500

Commission -- -- -- -- --

Others, please

specify

-- -- -- -- --

Total (1) 25000 25000 22500 0 72500

2 Other Non-

Executive

Directors

Mr. Lalit

Agarwal

Fee for attending

Board and

Committee

meetings

25000 25000

Commission -- -- -- -- --

Others, please

specify

-- -- -- -- --

Total (2) 25000 -- -- -- 25000

Total (B)=(1+2) -- -- -- -- 97500

Total Managerial

Remuneration

-- -- -- -- 97500

Overall Ceiling as

per the Act

Ceiling on Sitting Fees as prescribed under the Act is Rs.1,00,000/- per meeting


51

C. Remuneration to Key Managerial Personnel Other Than MD/Manager /WTD

Sl No. Particulars of Remuneration

Key Managerial Personnel

CEO Company

Secretary (Neha

Bhatia)

Company Secretary

(Swatantra Kr.

Sethi)

CFO Total

1 Gross Salary Not

Applicable

6,64,782/- 4032/- Not

Applicable

6,68,814

a) Salary as per provisions

contained in Section 17(1) of

the Income -Tax Act, 1961

6,64,782/- 4032/-

b) Value of perquisites u/s

17(2) Income -tax Act, 1961

c) profits in lieu of salary

under section 17(3) Income-

tax Act, 1961

2 Stock Option

3 Sweat Equity

4 Commission as % of profit

others, specify

5 Others, please specify


52

VII PENALTIES/PUNISHMENT/COMPOUNDING OF OFFENCES:

Type Section of the

Companies Act

Brief

Description

Details of

Penalty /

Punishment/

Compounding

fees imposed

Authority

[RD/NCLT/COURT]

Appeal

made,

if any

(give

Details)

A. COMPANY

Penalty NIL

Punishment

Compounding

B. DIRECTORS

Penalty NIL

Punishment

Compounding

C. OTHER OFFICERS IN DEFAULT

Penalty NIL

Punishment

Compounding


53

ANNEXURE-D

FORM NO. AOC -2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.

Disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub-section (1)

of section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto

1. Details of contracts or arrangements or transactions not at arm’s length basis – NIL

2. Details of material contracts or arrangement or transactions at arm’s length basis –

S.No

.

Name of

the

Related

Party

nature of

relationship

Nature of

contracts/

arrangements

/transactions

Duration

of the

contract/

arrange

ments/

transacti

ons

Salient terms of the

contracts or

arrangements or

transactions including

the value, if any

Date(s) of

approval by

the Board, if

any:

Amount

paid as

advances, if

any

1.

Hepta

Developers

Private

Limited

Subsidiary of

the Company

Leave &

License

Agreement for

premises

situated at 109,

Vikasdeep

Building,

District Centre,

Laxmi Nagar,

Delhi-110092.

11 months

Leave & License

Agreement for premises

situated at 109, Vikasdeep

Building, District Centre,

Laxmi Nagar, Delhi-

110092 at a monthly rent

of Rs. 10,000/- (Rupees

Ten thousand only).

May 28, 2014 NIL

2.

Nimbus

Propmart

Limited

Group

Company Purchase of flats N.A.

Purchase of flats bearing

number J-203, J-204 and J-

303 in the Project –IITL-

NIMBUS The Golden

Palms, GH-01/E, Sector-

168, Noida at 1,23,69,000/-

being 95% at basic price

of Rs. 4,000/- per Sq. Ft

November 12,

2014

Rs.

100,00,000/-

3.

Nimbus

Propmart

Limited

Group

Company

Letting out of

property

situated at 501-

501A,5th

Floor,

Narain Manzil,

23 Barakhamba

Road, New

Delhi-110001

11 months

Letting out of property

situated at 501-501A,5th

Floor, Narain Manzil, 23

Barakhamba Road, New

Delhi-110001 at

Rs.50,000/- (Rupees Fifty

Thousand only).

November 12th,

2014 NIL

Place: New Delhi Bipin Agarwal

Date: August 10, 2015 Chairman cum Managing Director

DIN- 00001276


54

ANNEXURE-E

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration

of Managerial Personnel, Rules 2014 are given hereunder.

Name Designation Remuneration

paid FY 2014-

2015

Rs. In Lacs

Remuneration

paid FY 2013-

2014

Rs. In Lacs

%Increase in

remuneration

from previous

year

Ratio of

remuneration

to Median

remuneration

of employees

(Including

whole time

directors)

Mr. Bipin

Agarwal

Chairman cum

Managing

Director

36.00 36.00 - 7.20

Mr. Lalit

Agarwal Non

Independent

Non Executive

Director

.25

(Sitting Fees)

.275

(Sitting Fees)

- 0.05

Mr. Surinder

Singh Chawla

Independent

Director

.25

(Sitting Fees)

.25

(Sitting Fees)

- 0.05

Mr. Partap

Singh Negi

Independent

Director

.25

(Sitting Fees)

.25

(Sitting Fees)

- 0.05

Mr. Mukesh

Gupta

Independent

Director

.225

(Sitting Fees)

.25

(Sitting Fees)

- 0.04

**Ms. Anu Rai Independent

Director

0 - - -

Ms. Neha

Bhatia***

Company

Secretary &

Compliance

Officer

6.65 6.47 2.77% 1.33

*Mr. Swatantra

Kr. Sethi

Company

Secretary &

Compliance

Officer

0.04 -- -- ----

*Appointed with effect from 30th March, 2015.

** Appointed with effect from 31st March, 2015.

***Resigned with effect from 31st March, 2015.


55

The number of permanent employees on the role of the Company as on 31st March, 2015 is 7 no’s

Percentage increase in remuneration of each Director, Company Secretary in the financial year 2014-2015

Name Designation % increase in remuneration in the Financial

Year 2014-2015

Ms. Neha Bhatia Company Secretary &

Compliance Officer

2.77%

Percentage increase in the median remuneration of employees in the financial year 2014-2015:

The median remuneration of employees (including whole-time directors) was Rs. 500245/- and Rs. 474375/- In the financial year

2014-2015 and 2013-2014 respectively. The increase in median remuneration was 5.45%

Explanation on the relationship between average increase in remuneration and the company Performance:

The average increase in remuneration is commensurate with the company’s growth and the policy of retention of talent.

Comparison of the remuneration of the Key Managerial Personnel against the performance of the Company:

Aggregate remuneration of the Key Managerial Personnel (KMP’s) as defined

u/s 2013 of the Companies Act, 2013 in the year 2014-2015

42.69

Total Revenue 2120.8

Aggregate Remuneration of KMP’s as a % of Total Revenue 2.01%

Variations in the Market Capitalisation of the Company, Price Earning Ration as at closing date of the Current Financial

year and previous Financial Year.

Particulars 31.03.2015

(Rs. In lacs)

31.03.2014

(Rs. In lacs)

% Variation

Market Capitalisation(

Rs. Lacs)

3183.46 3183.46 0%

Price Earnings Ratio 203.81 (7.47) 211.28%

Percentage increase over/decrease in market quotations of the shares of the Company as compared to rate at which the

Company came out with the last public offer in the year –

The closing price of the Company’s equity shares on the BSE as on March 31, 2015 was Rs. 42.80, representing a 328% increase

over the IPO price.

Average percentage increase in salaries of employees other than Managerial Personnel in the last Financial Year and its

comparison with the percentile increase in the Managerial Remuneration and justification thereof and point out if there

are any exceptional circumstances for increase in the Managerial Remuneration

Comparison of Average percentage increase in salaries of employees other than Managerial Personnel in the last Financial Year

with the percentile increase in the Managerial Remuneration is as under:

Average percentage increase in salaries of employees other than Managerial Personnel

during 2014-2015

10%

The Percentage increase in the Managerial Remuneration 5%


56

Comparison of each remuneration of the Key Managerial Personnel against the performance of the Company:

Name Designation Remuneration for

FY 2014-2015

Rs. In Lacs

Remuneration as

a % of Total

Revenue

Remuneration as

a % of Profit

before tax

Mr. Bipin Agarwal Chairman cum

Managing Director

36.00 1.70% 44.87%

Ms. Neha Bhatia Company

Secretary &

Compliance

Officer

6.65 0.31% 8.29%

Mr. Swatantra

Kumar Sethi

Company

Secretary &

Compliance

Officer

0.04 Note 1 Note 1

Note 1 not compared being for the part of the year

Key parameter for any variable component of remuneration availed by the Directors:

No variable component of remuneration was availed by the directors

The Ratio of the remuneration of the highest paid director to that of the employees who are directors but receive

remuneration in excess the highest paid director during the year.

Name of the Employee receive

remuneration in excess the highest

paid director during the year

Remuneration for 2014-2015

(Rs. In Lacs)

Ratio to the highest paid

Director

NIL

Affirmation that the remuneration is as per the remuneration policy of the company:

The Board of Directors of the Company affirms that the remuneration is as per Remuneration policy of the Company.

On behalf of the Board

Bipin Agarwal


DIN-00001276

Date: 10th

August, 2015

Place: New Delhi


57

MANAGEMENT DISCUSSION & ANALYSIS REPORT

Economic and Industry Review

The overall economic situation in the country is looking better and the basic parameters of the Indian economy are

improving. According to the Indian Finance Ministry, the annual growth rate of the Indian economy is projected to

have increased to 7.4% in Fiscal Year 2014-15 as compared with 6.9% in the Fiscal Year 2013-14.

The Central Government along with the central bank announced various legislative and policy reforms, aimed at

stemming the slowdown and leading the economy back on the growth path. The Economy is further expected to grow

by around 8 - 8.5% in fiscal year 2015-16.

Indian inflation has moderated sharply as global oil and commodity prices have slumped since last year. Further, with

inflation being at a record low, the Reserve Bank of India has reduced repo rate and further reduction is also expected.

This will result in the reduction in interest rates, which will further boost the overall Indian economy.

Focus on urbanization, smart city program and improvement in infrastructure along with implementation of policy

reforms in the area of taxes and approval related will encourage private sector investment and ultimately result in

higher GDP growth.

The Indian real estate sector has witnessed high growth in recent times with the rise in demand for office as well as

residential spaces. The government has taken several initiatives to encourage the development in the sector.

The Securities and Exchange Board of India (SEBI) has notified final regulations that will govern Real Estate

Investment Trusts (REITs) and Infrastructure Investment Trusts (InvITs). This move will enable easier access to funds

for developers and create a new investment avenue for institutions and high net worth individuals, and eventually

ordinary investors.

Financial Review

The total income of the Company for the year ended 31st March, 2015 is Rs.2120.80 lakhs against Rs.2001.46 lakhs

during the previous financial year an increase of 5.96%. The Company posted a net profit of Rs. 15.37 lacs for the year

ended 31st March, 2015 against a loss of Rs. 447.29 lakhs during the previous financial year.

Business Performance

The Company is engaged in construction and development of residential complex in National Capital Region (NCR).

The status of current projects undertaken by the Company is furnished hereunder:

Express Park View:

The Company is developing a Group Housing Project - “Express Park View” at Plot No. GH-10B, Sector CHI-V,

Greater Noida, Uttar Pradesh. The Project consists of 332 units comprising of 2BHK and 3BHK flats. The project has

been completed and handing over of possession of Flats is under progress. As on 31st March, 2015, the company has

booked 303 flats of which possession of 132 flats has been given.

IITL-Nimbus The Hyde Park:

The Company is developing a Group Housing Project - “IITL-Nimbus The Hyde Park” at Plot no. GH-03, Sector 78,

Noida, Uttar Pradesh in partnership with IITL Projects Limited and Supertech Limited. The Company has 45% stake

in the said partnership. The Project consists of 2044 units comprising of 1BHK to 4BHK flats. As on 31st March, 2015

the Company has booked 1296 flats.


58

IITL-Nimbus The Express Park View-II:

The Company is developing a Group Housing Project - “IITL-Nimbus The Express Park View II” at Plot no. GH-03,

Sector CHI-V, Greater Noida, Uttar Pradesh in partnership with IITL Projects Limited and Assotech Limited. The

Company has 47.5% stake in the said partnership. The Project consists of 1668 units comprising of 2BHK to 4BHK

flats. As on 31st March, 2015 the Company has booked 663 flats.

IITL-Nimbus The Palm Village:

The Company is developing a Group Housing Project - “IITL-Nimbus The Palm Village” at Plot no. GH-03, Sector

22A, Greater Noida, Uttar Pradesh in partnership with IITL Projects Limited and Assotech Limited. The Company has

47.5% stake in the said partnership. As on 31st March, 2015 the Company has booked 215 flats.

IITL-Nimbus , The Golden Palms :

The Company holds 50% stake in Capital Infraprojects Private Limited which is developing a group housing project –

“The Golden Palms” at Plot No. GH-01/E, Sector 168, Noida, Uttar Pradesh. The project consists of 1408 residential

units comprising of Studio Apartments and 2 BHK to 4BHK Flats and 49 Commercial units. As on 31st March, 2015

Capital Infraprojects Private Limited has booked 823 flats and 22 Commercial units.

The Company has increased its share from 90% to 98% in partnership firm “Indogreen International” which is running

“The Golden Palms Hotel and Spa”.

Opportunities and challenges

Opportunities

As India awaits policy reforms to pick up speed, your Company firmly believes that the demand for Real Estate in a

country like India should remain strong in the medium to long term. Your Company’s well-accepted brand,

contemporary architecture, well-designed projects in strategic locations, strong balance sheet, and stable financial

performance even in testing times make it a preferred choice for customers and shareholders.

Focus on urbanization, smart city program and improvement in infrastructure along with implementation of policy

reforms to iron out the regulatory issues will encourage private sector investment, creating opportunities for real GDP

growth to move to higher levels.

Challenges

Over regulated environment resulting in unanticipated delays in project approvals, high materials and manpower cost

coupled with non-availability of trained labour force adding to rising cost of construction and Sluggish growth in

auxiliary infrastructure facilities are the major challenges before the Company.


59

Risks and Concerns

Market price fluctuation

The performance of your Company may be affected by the sales and rental realizations of its projects. These prices are

driven by prevailing market conditions, the nature and location of the projects, and other factors such as brand and

reputation and the design of the projects. Your company follows a prudent business model and tries to ensure steady

cash flow even during adverse pricing scenario.

Sales volume

The volume of bookings depends on the ability to design projects that will meet customer preferences, getting various

approvals in time, general market factors, project launch and customer trust in entering into sale agreements well in

advance of receiving possession of the projects. Your company perceives selling the projects as a continuous process

to ensure regular cash flows.

Execution

Execution depends on several factors which include labour availability, raw material prices, receipt of approvals and

regulatory clearances, access to utilities such as electricity and water, weather conditions and the absence of

contingencies such as litigation. Your Company manages the adversities with cautious approach, meticulous planning

and by engaging established and reputed contractors.

Rental realizations

The rental realizations on the space leased depends upon the project location, design, prevailing economic conditions

and competition. As far as the office space rentals are concerned, the same depends on demand and supply, general

economic conditions, business confidence and competition.

Financing costs

Timely execution of projects requires regular flow of finances. Inadequate funding resources and high interest costs

may impact regular business and operations. Your Company tries to build sufficient reserves preferably out of

operating cash flows.

Outlook

According to the National Housing Bank (NHB) Residex Index, residential property prices show an upward trend in

the second half of Fiscal 2014-15. First half had seen property prices dip, as the weak rupee and high inflation had a

negative impact on spending. There is a backlog of unsold property coupled with delays in approvals, project

clearances, low government spending in this sector and a huge delay in finishing projects.

Needless to mention, Fiscal Year 2015-16 will largely be about recovery. Interest rate cuts by Reserve Bank of India

(RBI), increase in GDP, introduction of REITs, improved market sentiment and more efforts by the government to

reduce project loopholes and bottlenecks will go a long way in clearing the way for positive trends in FY 2015-16.

The Planning Commission estimated that by 2030, about 600 million people will live in cities. Affordable housing

therefore is a huge demand and the industry has a large gap to meet, with shortage seen among the low income groups.

The residential real estate space in India is divided into affordable housing, mid-level priced houses and the luxury

segment. The onus on low cost housing is expected to put pressure on the luxury segment, but this is not significant.

Fiscal Year 2015-16 will focus more on recovery and clearing inventory, construction deadlines and backlogs.


60

Real Estate Investment Trusts (REITs) and commercial real estate will make significant impact. REITs will have a

huge impact in Fiscal Year 2015-16. It is an internationally tried and tested strategy, especially in the USA, Taiwan,

South Korea, Singapore and Australia. REIT is a trust that buys, sells, develops and manages income-generating real

estate property such as malls, commercial office spaces and more, with the main intention of attracting investors who

can manage an interesting array of properties. Corporate investors benefit from tax exemptions. It largely impacts

small investors and encourages proper investment channels in large real estate accounts, and is a better alternative to

investing in stock, due to its higher returns and a diversified portfolio of investments.

There is an adequate internal control system commensurate with the size of the Company and the nature of its

business. A firm of Chartered Accountants have been appointed as internal auditors. All audit observations are

discussed with the Management and necessary follow up action is taken for the improvement in the process. The audit

Committee reviews the internal audit reports at regular interval.

Our Vision

Our vision revolves around our motto “ENDLESS EFFORTS..........TO MAKE LIFE BETTER.”

We strive to:

• Design and construct the most magnificent ladmarks and edifices;

• Contribute tangibly to regional and national development by way of key infrastructure projects;

• Protect and preserve the environment we live in.

Our Mission

• To build a better world;

• To set standards and improve our environment;

• To offer a wide portfolio of international quality;

• To offer products that cater to different markets and segments;

• To evolve contemporary benchmarks in construction and marketing practices.

Our Growth Drivers

• Excellent track record;

• Diversified Business Model with clear focus;

• Highly professional and proficient team of Engineers at site;

• Strong project execution capabilities;

• Long term relationship with vendors for streamlined raw material supply.

Human Resources

Company has a dynamic team of highly qualified professionals and proficient employees and engineers. As at 31st

March, 2015 the Company had six employees on its payroll.

Adequacy of Internal Financial Controls with reference to the Financial Statements

The Company has adequate system of internal control to safeguard and protect from loss, unauthorized use or

disposition of its assets. All the transactions are properly authorized, recorded and reported to the Management. The

Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and

reporting financial statements. The internal auditor of the company checks and verifies the internal control and

monitors them in accordance with policy adopted by the company. Even through this non-production period the


61

Company continues to ensure proper and adequate systems and procedures commensurate with its size and nature of

its business.

Cautionary Statement

The above Management Discussion and Analysis contains certain forward looking statements within the meaning of

applicable security laws and regulations. These pertain to the Company’s future business prospects and business

profitability, which are subject to a number of risks and uncertainties and the actual results could materially differ

from those in such forward looking statements. In accordance with the Code of Corporate Governance approved by

the Securities and Exchange Board of India, shareholders and readers are cautioned that in case of data and

information external to the Company, no representation is made on its accuracy or comprehensiveness though the

same are based on sources thought to be reliable.


62

RISK MANAGEMENT REPORT

In a highly competitive and increasingly globalised world every organisation has to live with the inevitability of facing

risks. Be it decision making or carrying out the day-to-day operations, a company has to be ready and prepared for

handling risks.

This inevitability is as much -- if not more -- true of the construction and development sector. In this sector a company

is exposed to risks at various levels, some of which are within its control while others are not, so a company has to

have a risk management framework in place.

Having a risk management framework helps a company to identify, assess and prioritise the risks so as to be able to

deal with them effectively. Risk management also prepares a company to anticipate risks so that effective ways of

dealing with them can be put in place. This helps in mitigating the impact of the risks and also finding ways of

reducing their occurrence. Further, effective risk management helps a company not only tide over a risk but also to do

so while optimising its performance while facing the risk.

Broadly speaking risks can be classified into two categories:

1. Those which are beyond the control of a company.

2. Those which are within the control of a company.

Risks which are beyond the control of a company include:

Natural and man-made disasters

Natural disasters include earthquakes, fires, droughts and floods and man-made disasters include acts of terrorism and

military action.

Risk Containment Strategy and Measures

Nimbus takes adequate insurance cover for managing disaster-related risks. It also takes appropriate measures to

ensure that the structural design of its buildings conforms to the applicable construction standards.

Risks related to the sector

Sales Market Risks

Customers are the key to the success of any company, a real estate company being no exception. While owning a

home is an aspiration for many in India, the decision to purchase a house can always be deferred. A decline in the real

estate market may cause potential buyers to turn cautious and defer /delay their purchasing decisions

Land Related Risks

Land is a basic input for a construction company and its unavailability or shortage can lead to an increase in its prices.

Such situations with the resultant increase in prices of land can have an adverse impact on the performance of a

company. Further, the availability of land, its use, and development are subject to regulations by various local

authorities. In India, the uncertainty of underlying land titles is also a major factor involving the risk of legal disputes

and related costs. Further in India not only are the laws and regulations complicated, there is also a shortage of

appropriate parcels of land. This makes the prices of land volatile. A drop in land prices may erode the book value

carrying cost of land. This in turn could affect the profitability of a company.


63

Interest rate risks

Interest rates are subject to a number of factors primary among which are those that have to do with the government,

monetary and tax policies, domestic/international economic and political conditions, and other factors beyond the

control of a company. Changes in interest rates may increase the company’s cost of borrowing and impact its

profitability.

Regulatory risks

NIMBUS is subject to extensive local, state and central laws and regulations governing the acquisition, construction

and development of land, including those related to zoning, permitted land use, fire safety standards, height of

buildings and access to water and other utilities.

Legal risks

Legal proceedings relating to the lands may have a significant effect on the company’s business, prospects and

financials.

Political risks

Changes in government policy, social and civil unrest and political developments in or affecting India could affect the

company’s business interests. Specific laws and policies affecting real estate, foreign investment and other matters

affecting investment in the company’s securities could also change.

Risks related to the economy An economic slowdown

Just as the risks associated with the construction sector are beyond the control of a company so also the risks that have

to do with the economy as a whole. A downturn in the economy can lead to a decrease in sales or market rates for

residential projects. Prospective customers may not be able to obtain housing finance. In extreme cases of an economic

downturn a company may also run the risk of customer insolvencies though the registration of property happens only

on receipt of entire dues from the customers. These factors could decrease the revenue generation from some or all of

a company’s residential businesses, adversely affecting its business and future growth.

Uncertainties in global and national economic systems

Uncertainties in the global and national economic systems, a changing demographic profile of the country and

inflation also have a bearing on the functioning of a company operating in the real estate sector. The per capita income

of the country has witnessed a steady growth and there has been a consequent increase in the purchasing power of

customers. However, a downturn in the economy may see increased levels of unemployment and a decline in income

levels. This may impact the operations of a company.

In India, a real estate company’s business is dependent on the easy availability of finance. An economic slowdown and

rising inflation can result in funds drying up.


64

Risks which are within the control of a company include:

Customer risks

A significant portion of sales from real estate operations is generated from Delhi & NCR, which is the base of

NIMBUS’s operations. A decline in the NCR’s real estate market, new competition or a shift in customer preferences

may have an adverse effect on its business and operating results.

Liquidity risks

Investments in the real estate sector are relatively illiquid. NIMBUS may not be able to liquidate its assets promptly in

response to economic, real estate market or other conditions. It may even be required to substantially reduce the price

to ensure a quick sale.

Credit risks

NIMBUS undertakes most of their projects in Joint Ventures with other parties. Credit risk arises when they do not

discharge their obligations and in such circumstances, NIMBUS may be required to make additional investments in a

joint venture or become liable for the other party’s obligations.

Project implementation risks

Real estate projects are subject to a number of implementation risks such as regulatory delays, construction delays,

material shortages, cost overruns, migratory labour, unavailability of skilled labour, accidents and quality control.

NIMBUS’s operations may be unfavourably impacted if these risks are not effectively managed.

Input cost risks

Fluctuating input costs are a risk inherent to the real estate business. NIMBUS’s operations are subject to budget

overruns due to a number of factors like increase in construction costs, repair and maintenance costs, sub-contracted

service costs and labour costs. Increased operating expenses may affect profit margins as the prices of properties sold

cannot be altered. Correspondingly, if the selling price of unsold properties is increased, the demand may be adversely

affected.

Supply chain risks

If suppliers of raw materials curtail, discontinue or disrupt the supply of materials, NIMBUS’s ability to meet the

material requirements for projects could be impaired. This could lead to disruption of construction schedules, and

projects may not be completed on time.

Personnel risks

Like any other company, NIMBUS’s performance also depends to a large extent on the abilities of its employees.

Employee attrition could have an adverse impact on its business. NIMBUS’s performance could also be affected if it

is unable to identify, attract and retain key employees like engineers and architects.

IT and system risks

NIMBUS uses an Enterprise Resource Planning system known as In-4-Velocity for integrating its core and back-end

activities like Sales, Booking, CRM. A breakdown of existing IT systems or a delay in implementation could disrupt

its ability to track, record and analyse the work in progress; it can also result in loss of valuable data.


65

Competition risks

Real estate developers undertaking similar projects within the same regional markets as NIMBUS are in direct

competition with it. Due to the fragmented nature of the real estate development business, adequate information about

competitors’ projects may not be available and NIMBUS could run the risk of underestimating the supply in the

market.

Risk Containment Strategy and Measures

NIMBUS’s attempt has always been to produce high value products for quality conscious and discerning customers. A

majority of its customers are not dependent on external financing and are able to self-finance the purchase. Moreover,

the company also has a dedicated and robust outsourced sales and marketing team, which is entrusted with the task of

generating enquiries for the products and translating them into sales.

NIMBUS has a Customer Relationship Management (CRM) department to exclusively interact with customers,

resolve their queries, address their issues, streamline the purchase process and receive feedback. The core

responsibility of the CRM department is to ensure smooth and hassle-free transactions to the satisfaction of the

customer.

Effective methodologies are in place for managing the land portfolio. Extensive diligence is carried out before

acquiring land or entering into partnerships for joint ventures or joint development. Employing well-governed

processes ensures that project-level implementation risks are minimised. NIMBUS has an in-house Quality, Safety and

Technology department to address quality issues of the end product.

NIMBUS has long-standing relationships with suppliers for the purchase of key materials. It also follows a backward

integration business model wherein the key inputs for the final product are sourced in-house, reducing the dependence

on external suppliers.

With a view to containing the risk of attrition and retaining personnel, effective policies are in place to keep them

motivated. NIMBUS owns the intellectual property associated with the ERP system and has an in-house IT

department, which caters to the development and maintenance of IT systems, the ERP framework and associated IT-

related issues.

The outlook for long-term demand for real estate in India is stable and positive. The emergence of Tier-II and Tier-III

cities, urbanisation, large-scale employment generation in cities, nuclear family setup among other opportunities, will

contribute to a substantial increase in demand for real estate and corporate space in the future.

NIMBUS has a strong in-house legal department. It also engages experts to mitigate legal and regulatory risks. It is an

active member of trade associations like CREDAI and is involved in making joint representations to the government

and regulators on common issues faced by the sector.

NIMBUS’S foray into new geographies is based on a thorough analysis of the prevailing market conditions and

regulatory environment.

The Audit Committee reviews and advises the management on all categories of risks the Company faces, the exposure

in each category and on the acceptable and appropriate levels of these exposures. It also monitors the steps taken by

the management to control such exposures and ensures that the overall risk exposure is within the risk capacity and

risk appetite of the Company. The Board of Directors of the Company are also apprised of the risks faced by the

Company, and of the adequate and timely risk management measures taken to mitigate them.


66

CORPORATE GOVERNANCE REPORT

1. Company’s Philosophy on Corporate Governance

Sound Corporate Governance practices and responsible corporate behaviour are the tenets on which framework to

manage our Company’s affairs in a fair and transparent manner is based. This is further supported by independence

and impartiality of the Board of Directors and diversity of experience and expertise across the Board. Our Corporate

Governance practices reflect our culture, our policies, our relationship with stakeholders and our commitment to

values.

The amendments to Clause 49 of the Listing Agreement made effective from 1st October, 2014 have brought in

additional corporate governance norms. These norms have laid down stricter disclosure requirements for protection of

investors’ rights.

The Company complies with the Corporate Governance guidelines as stipulated under various clauses of the Listing

Agreement entered into with the Stock Exchanges.

2. Board of Directors

The Company recognises and embraces the benefits of having a diverse Board of Directors and sees increasing

diversity at Board level as an essential element in maintaining a competitive advantage in the complex business

environment. A Board composed of appropriately qualified people with broad range of experience relevant to the

business of the Company is important to achieve effective corporate governance and sustained commercial success.


67

Composition of Board as on 31st March, 2015:

Name Designation Category Date of

Appoint-

ment

Director

ships*

Committee

Chairman

ships**

Committee

Member

ships**

Mr. Bipin

Agarwal

Chairman cum

Managing

Director

Executive

Director

(Promoter)

01/09/2000 14 1 8

Mr. Lalit

Agarwal

Director Non-executive

Non-

Independent

19/07/2011 6 NIL 2

Mr. Surinder

Singh

Chawla

Director Independent

Non-executive

19/07/2011 4 1 2

Mr. Partap

Singh Negi


Non-executive

30/03/2010 1 1 1

Mr. Mukesh

Gupta***


Non-executive

10/06/2008 2 1 1

Ms. Anu Rai Director Independent

Non-executive

28/03/2015 1 NIL NIL

* Includes in both public (listed and unlisted) and private limited companies as on 31st March, 2015 including Nimbus

Projects Limited

** As required by Clause 49 of the Listing Agreement, the disclosure includes Memberships / Chairmanships of

only Audit Committee and Stakeholders Relationship Committee in Indian Public Limited Companies (listed and

unlisted) as on 31st March, 2015

*** Sh. Mukesh Gupta resigned w.e.f 10th

August 2015.

There are no inter-se relationships between the Board Members.

The Chairman cum Managing Director is the chief Executive of the Company. He is the Chairman of the Board. His

primary role is to provide leadership to the Board for realising Company’s objectives. He is responsible, inter alia, for

the working of the Board by ensuring that all relevant issues are on the agenda. He keeps the Board informed on all

matters of importance. He presides over General Meetings of Shareholders.

Board Meetings

The Board being responsible for overseeing the overall functioning of the Company, evaluates the proposals involving

strategic decision making on a collective consensus basis. The Board meetings are usually held at the Company’s

Registered Office. The Company has convened at least one Board meeting in a quarter and the maximum time gap

between any two meetings is not more than 120 days. The Board meetings held during the financial year 2014-15 are:

Date of the Meeting Total Strength of the Board No. of Directors present

21/04/2014 5 5

22/04/2014 5 5

10/05/2014 5 5

28/05/2014 5 5


68

13/08/2014 5 5

12/11/2014 5 4

14/01/2015 5 3

13/02/2015 5 5

28/03/2015 6 4

The details of attendance of the directors at the Board Meetings and the previous Annual General Meeting are as

follows:

Name of Director No. of Board Meetings attended Attendance at Last AGM

Mr. Bipin Agarwal 9 Yes

Mr. Lalit Agarwal 8 Yes

Mr. Surinder Singh Chawla 8 Yes

Mr. Partap Singh Negi 8 Yes

Mr. Mukesh Gupta 8 No

Ms. Anu Rai Nil (Appointed w.e.f

28/03/2015)

No

Agenda for the Meetings and Information furnished to the Board

The agenda for the meetings are planned and structured by the Company Secretary in consultation with the Chairman

cum Managing Director. The agenda along with notes and necessary supporting documents is circulated to the

Directors within the prescribed time. The Company provides a separate window for meetings of the Independent

Directors and also facilitates independent consultations with the Statutory and Internal Auditors of the Company.

Any matter requiring discussion, decision or approval of the Board or Committee is communicated to the Company

Secretary for inclusion in the agenda of the respective meetings.

The Information placed before the Board, inter alia, includes:

• Quarterly Unaudited and Annual Audited Financial Results of the Company;

• Operational performance of the Company, comparison of budget vs. actual;

• Minutes of the meetings of the Board and various Board Committees;

• Financial statements and minutes of subsidiary companies;

• Information on recruitment and remuneration of Key Managerial Personnel;

• Joint venture, collaborations, acquisitions undertaken by the Company, if any;

• Transactions that involve substantial payment towards goodwill, brand equity, or intellectual property, if any;

• Quarterly details of foreign exchange exposures, if any, and the steps taken by management to limit the risks of

adverse exchange rate movement, if material;

• Material litigations by and against the Company;

• Any material default in financial obligations to and by the company, or substantial non-payment for goods sold

by the Company;

• Key regulatory updates and their impact on the Company;

• Such other information as may be required by law or otherwise to be placed before the Board.

Familiarisation programmes for Board Members

The Board members are provided with necessary documents/brochures, reports and internal policies to enable them to

familiarise with the Company’s procedures and practices. Periodic business and performance updates of the Company

are provided to the Board Members.


69

Directors are made aware of the various policies of the Company at the time of their appointment. The Company may

arrange site visit for the Directors, giving them insight of various projects.

The details of such familiarization programmes for Independent Directors are posted on the website of the Company.

Code of Conduct

The Company has in place a Code of Conduct for Directors and Senior Management (“the Code”). The Code gives

guidance and support needed for ethical conduct of business and compliance of law and reflects the values of the

Company. A copy of the Code has been put on the Company’s website (www.nimbusprojectsltd.com). The Code has

been circulated to Directors and Senior Management Personnel, and its compliance is affirmed by them annually. A

declaration signed by the Company’s Chairman cum Managing Director is published in this Report.

Meetings of Independent Directors

The Company’s Independent Directors meet at least once in every financial year without the presence of Executive

Directors or management personnel. One meeting of Independent Directors was held during the year on 26th

March,

2015.

Directors’ Profile

A brief resume of Directors, nature of their expertise in specific functional areas and names of companies in which

they hold Directorships, Memberships/ Chairmanships of Board Committees, and shareholding in the Company are

provided hereunder:

Mr. Bipin Agarwal (DIN: 00001276) a Fellow Member of the Institute of Company Secretaries of India, is a first

generation entrepreneur with extraordinary business acumen and entrepreneurial spirit who has excelled in building,

fostering and leading a number of organisations. He has extensive experience in advisory, consulting and syndication

services for corporate and possesses expertise in construction and real estate and infrastructure development. He is a

dynamic business entrepreneur and has experience in Portfolio Management, finance and Corporate Restructuring. He

has developed from a construction house to a renowned brand in today’s real estate industry. His dynamic leadership

spirit and strong vision reflect his skills in driving business into a success.

Mr. Bipin Agarwal is a Director of the Company since 1st September, 2000. Currently he holds the position of the

Chairman cum Managing Director of the Company. He holds 679554 equity shares of the Company in his name as on

31st March, 2015.

Mr. Bipin Agarwal is not related to any other Director of the Company.

Mr. Lalit Agarwal (DIN: 00003903) a Fellow Member of the Institute of Company Secretaries of India and a post

graduate in Law (LL.M) has rich and diverse experience in Corporate Laws, Finance and Administration. He is

Director of the Company since 19th

July, 2011 and is liable to retire by rotation. As on 31st March, 2015 he was a

member of the Audit Committee and the Stakeholders Relationship Committee of the Company. Being one of the key

members of the corporate team he discharges multi disciplinary duties to the Board.

Mr. Lalit Agarwal does not hold any share of the Company as on 31st March, 2015 and he is not related to any other

Director of the Company.

Mr. Surinder Singh Chawla (DIN: 00398131) a Fellow Member of the Institute of Chartered Accountants of India

with more than 25 years of impeccable professional standing has developed expertise in the fields of accounting,

financial management, general management and real estate activities. He has been a Director of the Company since

19th

July, 2011. As on 31st March, 2015 he was Chairman of the Audit Committee of the Company and Member of the

Nomination and Remuneration Committee and Stakeholders Relationship Committee of the Company.


70

Mr. Surinder Singh Chawla does not hold any share of the Company as on 31st March, 2015 and he is not related to

any other Director of the Company.

Mr. Partap Singh Negi (DIN: 03024710) is an Architect from School of Planning & Architecture, Delhi. He has

more than 28 years of experience in architectural designs, spatial designs, aesthetics, safety management and

coordination with various construction agencies. He has been a Director of the Company since 30th

March, 2010. He

also provides services in connection with design and construction of buildings and the space within the site

surrounding the building. As on 31st March, 2015 he was Chairman of the Nomination and Remuneration Committee

of the Company and Member of the Audit Committee of the Company.

Mr. Partap Singh Negi does not hold any share of the Company as on 31st March, 2015 and he is not related to any

other Director of the Company.

Mr. Mukesh Gupta (DIN: 02212488) holds Diploma in Engineering from Aligarh Muslim University and passed out

in the year 1987. He has vast experience and expertise in activities related to implementation and commissioning of

large projects. He has experience of more than 28 years in Project Management. He has successfully executed diverse

projects. He has an analytical bent of mind and detail oriented approach. He has been a Director of the Company since

10th

June, 2008. As on 31st March, 2015 he was Chairman of the Stakeholders Relationship Committee and Member

of Nomination and Remuneration Committee of the Company.

Mr. Mukesh Gupta does not hold any share of the Company as on 31st March, 2015 and he is not related to any other

Director of the Company. He ceased to be a Director of the Company on 10th

August, 2015.

Ms. Anu Rai (DIN: 07132809) is a member of the Institute of Company Secretaries of India. She is a Science

Graduate from Delhi University. She has over 18 years of experience in the industry and practice in the field of

corporate laws and management. She has been advising in the matters of compliance management, implementation &

management of secretarial practices and corporate governance. Before starting her practice as a Company Secretary,

she has worked with ITC group companies (Wimco Boards Limited, Greenline Constructions Limited and Chambal

Agritech Limited) and other listed/unlisted companies like Silversmith India Limited and NDA Securities Limited.

Ms Anu Rai was appointed as Additional Director with effect from 28th

March, 2015. She did not hold any share of

the Company as on 31st March, 2015 and she is not related to any other Director of the Company.

Board Compensation

The Board of Directors in consultation with the Nomination and Remuneration Committee recommends the

appointment of new directors and their remuneration to the Board subject to approval of the shareholders. The

Nomination and Remuneration Committee reviews and recommends to the Board of Directors the remuneration

payable to the Executive Directors. The Executive Directors of the Company are not entitled to sitting fees for

attending the Board Meetings or the Committee Meetings. The Company pays sitting fees of Rs. 5000/- (Rs. 2500/-

upto 14th

January, 2015) for attending Meetings of the Board, however, no sitting fee is paid for attending the meetings

of the Committees.

3. Board Committees

The Board of Directors of the Company has constituted the following Committees of the Board, viz.

• Audit Committee;

• Nomination and Remuneration Committee; and

• Stakeholders Relationship Committee.


71

Audit Committee

The Board has constituted Audit Committee in compliance with the provisions of the Companies Act, 2013 and

Clause 49 of the Listing Agreement. As on 31st March, 2015 the Audit Committee comprised of three Members as

detailed hereunder:

i. Mr. Surinder Singh Chawla (Chairman) – Non-Executive Independent Director

ii. Mr. Partap Singh Negi (Member) - Non-Executive Independent Director

iii. Mr. Lalit Agarwal (Member) - Non-Executive Non-Independent Director

The Board at its meeting held on 1st July 2015 re-constituted the Audit Committee with the following Directors,

namely, Mr. Surinder Singh Chawla, Mr. Partap Singh Negi, Mr. Lalit Agarwal and Ms. Anu Rai. Mr. Surinder Singh

Chawla is Chairman of the Committee.

Pursuant to resignation of Ms. Neha Bhatia as a Company Secretary w.e.f 31st March 2015 she ceases to be the

secretary of Audit committee & Mr. Swatantra Kumar Sethi who was appointed as Company Secretary w.e.f 30th

March 2015 automatically occupies the position of secretary of the Audit Committee

Powers and Terms of Reference and Role of the Audit Committee is as specified in the Companies Act, 2013 and

rules made thereunder and the Listing Agreement with the Stock Exchanges where the shares of the Company are

listed and other functions specified by the Board from time to time which, inter-alia, include the following:

Powers of the Audit Committee

• To investigate any activity within its terms of reference;

• To seek information from any employee;

• To obtain outside legal or other professional advice;

• To secure attendance of outsiders with relevant expertise, if it considers necessary.

Terms of Reference and Role of Audit Committee

• Oversight of the Company’s financial reporting process and the disclosure of its financial information to

ensure that the financial statement is correct, sufficient and credible;

• Recommendation for appointment, remuneration and terms of appointment of auditors of the company;

• Approval of payment to statutory auditors for any other services rendered by the statutory auditors;

• Reviewing, with the Management, the Annual Financial Statements and Auditors’ Report thereon before

submission to the Board for approval, with particular reference to:

� Matters required to be included in the Directors’ Responsibility Statement to be included in the Board’s

`Report in terms of clause (c) of sub-section 3 of section 134 of the Companies Act, 2013

� Changes, if any, in accounting policies and practices and reasons for the same

� Major accounting entries involving estimates based on the exercise of judgment by management

� Significant adjustments made in the financial statements arising out of audit findings

� Compliance with listing and other legal requirements relating to financial statements

� Disclosure of any related party transactions

� Qualifications in the draft audit report

• Reviewing, with the Management, the Quarterly Financial Statements before submission to the Board for

approval;

• Reviewing, with the Management, the statement of uses / application of funds raised through an issue (public

issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated

in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the

utilisation of proceeds of a public or rights issue, and making appropriate recommendations to the Board to

take up steps in this matter;

• Review and monitor the auditor’s independence and performance, and effectiveness of audit process;


72

• Approval or any subsequent modification of transactions of the Company with related parties. The term

"related party transactions" shall have the same meaning as provided in Clause 49(VII) of the Listing

Agreement;

• Scrutiny of inter-corporate loans and investments;

• Valuation of undertakings or assets of the Company, wherever it is necessary;

• Evaluation of internal financial controls and risk management systems;

• Reviewing, with the Management, performance of statutory and internal auditors, adequacy of the internal

control systems;

• Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit

department, staffing and seniority of the official heading the department, reporting structure coverage and

frequency of internal audit;

• Discussion with internal auditors of any significant findings and follow up there on;

• Reviewing the findings of any internal investigations by the internal auditors into matters where there is

suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the

matter to the Board;

• Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as

post-audit discussion to ascertain any area of concern;

• To look into the reasons for substantial defaults in the payment to the depositors, debenture holders,

shareholders (in case of non-payment of declared dividends) and creditors;

• To review the functioning of the Whistle Blower Mechanism;

• Approval of appointment of CFO (i.e., the whole-time Finance Director or any other person heading the

finance function or discharging that function) after assessing the qualifications, experience and background,

etc. of the candidate;

The Audit Commttee shall mandatorily review the following information:

• Management discussion and analysis of financial condition and results of operations;

• Statement of significant related party transactions (as defined by the Audit Committee), submitted by

management;

• Management letters / letters of internal control weaknesses issued by the statutory auditors;

• Internal audit reports relating to internal control weaknesses; and

• The appointment, removal and terms of remuneration of the Chief Internal Auditor shall be subject to review

by the Audit Committee.”

The Audit Committee meets atleast four times in a year and not more than four months shall elapse between two

meetings. The quorum shall be either two members or one third of the members of the Audit Committee whichever is

greater, but there should be a minimum of two independent members present. The Company Secretary acts as the

Secretary of the Committee.

During the year five Meetings of the Audit Committee were held on 28th May, 2014, 13th August, 2014, 12th

November, 2014, 13th February, 2015 and 28th March, 2015.

Attendance of Members at the Audit Committee Meetings:

S. No. Name of the Director No. of

Meetings held

No. of meetings

attended

1 Mr. Surinder Singh Chawla - Chairman

5

5

2 Mr. Partap Singh Negi 5

3 Mr. Lalit Agarwal 4

4 Ms. Neha Bhatia – Secretary* 5

*Ms. Neha Bhatia resigned w.e.f 31st March 2015.


73

Nomination and Remuneration Committee

The Board has constituted Nomination and Remuneration Committee in compliance with the provisions of the

Companies Act, 2013 and Clause 49 of the Listing Agreement. As on 31st March, 2015 the Nomination and

Remuneration Committee comprised of three Members as detailed hereunder:

i. Mr. Partap Singh Negi (Chairman) – Non-Executive Independent Director

ii. Mr. Surinder Singh Chawla (Member) - Non-Executive Independent Director

iii. Mr. Mukesh Gupta (Member) - Non-Executive Independent Director

The Board at its meeting held on 1st July 2015 re-constituted the Nomination and Remuneration Committee with the

following Directors, namely, Mr. Surinder Singh Chawla, Mr. Partap Singh Negi and Ms. Anu Rai. Mr. Partap Singh

Negi is the Chairman of the Committee.


secretary of Nomination & Remuneration committee & Mr. Swatantra Kumar Sethi who was appointed as Company

Secretary w.e.f 30th

March 2015 automatically occupies the position of Secretary of the Nomination & Remuneration

committee.

Terms of Reference and Role of the Nomination and Remuneration Committee shall be as specified in the Companies

Act, 2013 and rules made thereunder and the Listing Agreement with the Stock Exchanges where the shares of the

Company are listed and other functions specified by the Board from time to time which shall, inter-alia, include the

following:

Terms of Reference and Role of Nomination and Remuneration Committee

• To identify persons who are qualified to become Directors and who may be appointed in senior management in

accordance with the criteria laid down and to recommend to the Board their appointment and/or removal;

• To carry out evaluation of every Director’s performance;

• To formulate the criteria for determining qualifications, positive attributes and independence of a Director, and

recommend to the Board a policy, relating to the remuneration for the Directors, key managerial personnel and

other employees;

• To formulate the criteria for evaluation of Independent Directors and the Board;

• To devise a policy on Board diversity;

• To recommend/review remuneration of the Managing Director(s) and Whole-time Director(s) based on their

performance and defined assessment criteria;

• To carry out any other function as is mandated by the Board from time to time and / or enforced by any

statutory notification, amendment or modification, as may be applicable;

• To perform such other functions as may be necessary or appropriate for the performance of its duties.

The quorum for the Meeting of the Nomination and Remuneration Committee shall be either two members or one

third of the members of the Committee whichever is greater, but there should be a minimum of two independent

members present. The Company Secretary acts as the Secretary of the Committee.

Remuneration Policy

The remuneration Policy adopted by the Company provides that:

The remuneration / compensation / commission, etc., as the case may be, to the Managing /Whole-time Director shall

be determined by the Nomination and Remuneration Committee and recommended to the Board for approval. The

remuneration / compensation / commission, etc., as the case may be, shall be subject to the prior / post approval of the


74

shareholders of the Company and Central Government, wherever required and shall be in accordance with the

provisions of the Companies Act 2013 and Rules made thereunder.

The remuneration / commission / sitting fees, as the case may be, to the Non-Executive / Independent Director, shall

be in accordance with the provisions of the Act and the Rules made thereunder for the time being in force or as may be

decided by the Nomination and Remuneration Committee / Board /Shareholders. An Independent Director shall not be

entitled to any stock option of the Company unless otherwise permitted in terms of the Act and the Clause 49 of the

Listing agreement, as amended from time to time.

Further, the Managing Director of the Company is authorised to decide the remuneration of KMP (other than

Managing/Whole-time Director) and Senior Management, and which shall be decided by the Managing Director based

on the standard market practices and prevailing HR policies of the Company.

During the year five Meetings of the Nomination and Remuneration Committee were held on 15th May, 2014, 13th

August, 2014, 12th January, 2015, 13th February, 2015 and 28th March, 2015.

Attendance of Members at the Nomination and Remuneration Committee Meetings:


Meetings held

No. of meetings

attended

1 Mr. Partap Singh Negi - Chairman

5

5

2 Mr. Surinder Singh Chawla 5

3 Mr. Mukesh Gupta 4



The details of remuneration paid /payable to the Directors for the Financial Year, 2014-15 are given hereunder:

(Amount in Rs.)

Name Number

of shares

held

Salary Perquisites Contribution

to PF

Commission/

Incentive

Sitting

Fees

Total

Mr. Bipin

Agarwal

679554 3600000 0 0 0 0 3600000

Mr. Lalit

Agarwal

NIL 0 0 0 0 25000 25000

Mr. Surinder

Singh Chawla

NIL 0 0 0 0 25000 25000

Mr. Partap

Singh Negi NIL 0 0 0 0 25000 25000

Mr. Mukesh

Gupta

NIL 0 0 0 0 22500 22500

Ms. Anu Rai* NIL 0 0 0 0 0 0

*Ms. Anu Rai Appointed w.e.f 28th March 2015.

Stakeholders Relationship Committee:

The Board has constituted Stakeholders Relationship Committee in compliance with the provisions of the Companies

Act, 2013 and Clause 49 of the Listing Agreement. As on 31st March, 2015 the Stakeholders Relationship Committee

comprised of three Members as detailed hereunder:

i. Mr. Mukesh Gupta (Chairman) – Non-Executive Independent Director


75

ii. Mr. Surinder Singh Chawla (Member) - Non-Executive Independent Director

iii. Mr. Lalit Agarwal (Member) - Non-Executive Non-Independent Director

The Board at its meeting held on 1st July 2015 re-constituted the Stakeholders Relationship Committee with the

following Directors, namely, Mr. Surinder Singh Chawla, Mr. Lalit Agarwal and Ms. Anu Rai. Ms. Anu Rai has been

elected as Chairman of the Committee on 10th August, 2015.


secretary of Stakeholder Relationship committee & Mr. Swatantra Kumar Sethi who was appointed as Company

Secretary w.e.f 30th

March 2015 automatically occupies the position of secretary of the Stakeholder Relationship

committee.

Terms of Reference and Role of the Stakeholders Relationship Committee shall be as specified in the Companies Act,

2013 and rules made thereunder and the Listing Agreement with the Stock Exchanges where the shares of the

Company are listed and other functions specified by the Board from time to time which shall, inter-alia, include the

following:

Terms of Reference and Role of Stakeholders Relationship Committee

• Oversee and review all matters connected with the transfer, transmission, dematerialisation and

rematerialisation of the Company’s securities and issue of share certificates on split, consolidation and

replacement;

• Approve issue of the Company’s duplicate share / debenture certificates;

• Consider, resolve and monitor redressal of investors’ / shareholders’ / security holders’ grievances related to

transfer of securities, non-receipt of Annual Report, non-receipt of declared dividend etc.;

• Oversee the performance of the Company’s Registrars and Transfer Agents;

• Recommend methods to upgrade the standard of services to investors;

• Carry out any other function as is referred by the Board from time to time and / or enforced by any statutory

notification / amendment or modification as may be applicable;

• Perform such other functions as may be necessary or appropriate for the performance of its duties.”

The quorum for the Meeting of the Stakeholders Relationship Committee shall be either two members or one third of

the members of the Committee whichever is greater. The Company Secretary acts as the Secretary of the Committee.

During the year five Meetings of the Stakeholders Relationship Committee were held on 15th

May, 2014, 13th

August,

2014, 12th

November, 2014, 19th

December, 2014 and 13th

February, 2015.

Attendance of Members at the Stakeholders Relationship Committee Meetings:


Meetings held

No. of meetings

attended

1 Mr. Mukesh Gupta – Chairman

5

5

2 Mr. Surinder Singh Chawla 5

3 Mr. Lalit Agarwal 4



During the year one investor complaint was received which was solved to the satisfaction of the shareholder. There

was no pending complaint as on 31st March, 2015.


76

Board Evaluation

Pursuant to the provisions of the Act and the corporate governance requirements as prescribed by SEBI under Clause

49 of the Equity Listing Agreement, the Board of Directors (“Board”) has carried out an annual evaluation of its own

performance, and that of its Committees and individual Directors.

The performance of the Board and individual Directors was evaluated by the Board seeking inputs from all the

Directors. The performance of the Committees was evaluated by the Board seeking inputs from the Committee

Members. The Nomination and Remuneration Committee (“NRC”) reviewed the performance of the individual

Directors. A separate meeting of Independent Directors was also held to review the performance of Non-Independent

Directors; performance of the Board as a whole and performance of the Chairperson of the Company, taking into

account the views of Executive Directors and Non-Executive Directors. This was followed by a Board meeting that

discussed the performance of the Board, its Committees and individual Directors. The criteria for performance

evaluation of the Board included aspects like Board composition and structure; effectiveness of Board processes,

information and functioning etc. The criteria for performance evaluation of Committees of the Board included aspects

like composition of Committees, effectiveness of Committee meetings etc. The criteria for performance evaluation of

the individual Directors included aspects on contribution to the Board and Committee meetings like preparedness on

the issues to be discussed, meaningful and constructive contribution and inputs in meetings etc. In addition the

Chairperson was also evaluated on the key aspects of his role.

4. Disclosures

Related Party Transactions

In terms of Clause 49 of the Listing Agreement the Board of Directors has formulated a policy on Related Party

Transactions which is also available on the Company’s website www.nimbusprojectsltd.com . The disclosures of

Related Party Transactions are part of the Notes to Accounts section of the Annual Report. There are no transactions

with the related parties during the year, which had or could have potential conflict with the interests of the Company at

large. Details of related party transactions forms the part of Directors Report and notes to accounts.

Code of Conduct for Prevention of Insider Trading

The Company had earlier adopted a code of conduct for prevention of insider trading in terms of the SEBI (Prohibition

of Insider Trading) Regulations, 1992. In view of the enhancement of SEBI (Prohibition of Insider Trading)

Regulations 2015, the Board of directors of the company has adopted a new code of conduct for prevention of Insider

trading at its meeting held on 14th May 2015. This code is applicable to all promoters, directors, Key Managerial

Personnel and designated Persons. The new code is available on the website of the company at

www.nimbusprojectsltd.com

Subsidiary Monitoring framework

As on 31st March, 2015 Golden Palms Facility Management Services Private Limited was non-material subsidiary of

the company which was incorporated on 18th

March, 2015. Board of Directors has formulated a policy for determining

material subsidiaries and the policy is available on the website of the Company www.nimbusprojectsltd.com .Minutes

and Financial Statements of the Subsidiaries are placed before the Board of Directors for review.

The Board of Golden Palm Facility Management Private Limited in their board meeting resolved that the first

financial year of the Company shall be from 18th Day of March 2015 and shall end on 31st March 2016 of which the

minutes were subsequently placed and adopted in the meeting of the Board of Directors of nimbus Projects Limited.

Hence the need of consolidation of financial statements of subsidiary or Associate Company does not arises in the

financial year 2014-15 as per rule 6 of the companies (Accounts) rules, 2014.


77

Management Discussion and Analysis Report

The Management Discussion and Analysis Report forms part of the Annual Report.

Code of Conduct

In accordance with Clause 49 of the Listing Agreement, the Company has adopted a Code of Conduct for the Board of

Directors and senior management personnel of the Company. The same has been posted on the website of the

Company. The code is circulated to all the members of the Board and senior management personnel and compliance of

the same is affirmed on annual basis by them every year. A certificate issued by the Chairman cum Managing Director

is appended herewith:

Confirmation of the Code of Conduct by Chairman cum Managing Director

This is to confirm that the Company has adopted a Code of Conduct for its Board members and senior management

personnel and the same is available on the Company’s website.

I confirm that the Company has, in respect of the financial year ended March 31, 2015, received from the senior

management personnel of the Company and the members of the Board, a declaration of compliance with the Code of

Conduct as applicable to them.

Bipin Agarwal


DIN: 00001276

Place: New Delhi


Vigil Mechanism

The Company has in place a vigil mechanism to promote ethical behaviour in all its business activities and a

mechanism for employees to report any illegal, unethical behaviour, suspected fraud or violation of laws, rules and

regulation or conduct to the Chairman of the board or the Chairman of the Audit Committee of the Board of Directors.

The mechanism also provides for adequate protection to the whistle blower against victimisation or discriminatory

practices. Vigil Mechanism / Whistle Blower Policy adopted by the Company is also available on the Company’s

website www.nimbusprojectsltd.com .

Accounting Treatment

The Company follows the Accounting Standards and guidelines laid down by the Institute of Chartered Accountants

of India in preparation of its Financial Statements.

Non-Compliance, Strictures and Penalties

BSE has imposed a monetary penalty at two different instances for delay in filling corporate governance report and

unaudited quarterly results for the quarter ended on 30th

June 2014. There has been no other occurrence of non-

compliance of any other legal requirements nor has there been any restriction imposed by any stock exchange, SEBI,

on any matter relating to the capital market during the last three years except those referred to in the Secretarial Audit

Report forming part of this Annual Report.


78

Corporate Governance compliance Certificate

The Corporate Governance Compliance Certificate for the year ended 31st March 2015 in terms of Clause 49 of the

Listing Agreement issued by M/s. Ankush Agarwal & Associates, Company Secretaries forms part of the Annual

Report.

Secretarial Audit Report

The Secretarial Audit Report for the year ended 31st March 2015 issued by M/s. Ankush Agarwal & Associates,

Company Secretaries in accordance with the provisions of Section 204 of the Companies Act, 2013 forms part of the

Annual Report.

CEO / CFO Certificate

The Chairman cum Managing Director and Chief Financial Officer has issued Certificate in terms of Clause 49 of the

Listing Agreement which forms part of the Annual Report.

Remuneration to Statutory Auditors

During the financial year 2014-2015, the details of the fees paid to the Statutory Auditors of the Company are as

follows:

Statutory Audit Fees Rs. 1,50,000

Tax Audit Fees Rs. 50,000

Total Rs. 2,00,000

Compliance of Non Mandatory Requirements

Clause 49 of the Listing Agreement states that non-mandatory requirements may be implemented as per the

Company’s discretion. However, disclosures on compliance with mandatory requirements and adoption (and

compliance) / non-adoption of the non-mandatory requirements shall be made in the Corporate Governance Report of

the Annual Report. The status of compliance of the non-mandatory requirements is as follows:

The Chairman of the Board of Directors is an Executive Chairman and hence the requirements pertaining to non-

executive Chairman are not applicable to the Company. The Company has not appointed separate persons to the post

of Chairman and Managing Director.

The half-yearly declaration of financial performance together with the summary of significant events are not

individually disseminated to the shareholders. However, the information on financial and business performance is

updated on the Company’s website www.nimbusprojectsltd.com , on a quarterly basis.

The audited financial statements of the Company for the financial year 2014-2015 do not contain any qualifications

and the Audit Report does not contain any adverse remarks.

The Internal Auditor reports to the Audit Committee of the Board of Directors of the Company.

5. Means of Communication

The Company’s quarterly results are published in ‘Financial Express’ (English) and ‘Jansatta’ (Hindi). The results are

also updated on the Company’s website www.nimbusprojectsltd.com. During the year the Company has not issued

any official news release and no presentation was made to institutional investors or to the analysts.


79

6. General body Meetings

Details of location and time for last three annual general meetings are given hereunder:

Year Location Date Time

2011-12 Plot 6-C, Community Centre, Mandawali,

Fazalpur, Delhi – 110 092

29th

September, 2012 10.00 A.M.

2012-13 The Golden Palms Hotels & Spa, Plot

No. 6-C, Community Centre, Opp. East

Delhi Police Headquarters, Patparganj,

I.P. Extension, Delhi – 110 092

30th September, 2013 10.00 A.M.

2013-14 The Golden Palms Hotels & Spa, Plot

No. 6-C, Community Centre, Opp. East

Delhi Police Headquarters, Patparganj,

I.P. Extension, Delhi – 110 092

30th

September, 2014 10.00 A.M.

Details of Special Resolutions passed in the previous three Annual General Meetings are furnished hereunder:

Year Description of Special Resolution Date of Passing

2011-12 No Special Resolution passed. -

2012-13 Re-appointment of Managing Director for three years

with effect from 31st august, 2013.

30th

September, 2013

2013-14 i. To approve Borrowing Limits of the Company under

section 180(1)(c) of the Companies Act, 2013;

ii. To authorize the Board under section 180(1)(a) to

create charges on the assets of the Company;

iii. Approval of Related Party Transaction with IITL

Projects Limited, under section 188 of the

Companies Act, 2013 for leasing property;

iv. Approval of Related Party Transaction with Nimbus

Propmart Limited, under section 188 of the

Companies Act, 2013 for leasing property;

v. Approval of Related Party Transaction with Hepta

Developers Private Limited, under section 188 of the

Companies Act, 2013 approving service and

maintenance agreement.

30th

September 2014

The Company has not passed any resolution through postal ballot during the last three years. No resolution is proposed

to be passed through postal ballot before the ensuing Annual General Meeting.


80

7. General Shareholder Information

Company Registration

Details

L74899DL1993PLC055470.

Registered Office Address 1001-1006, 10th

Floor, Narain Manzil, 23 Barakhamba Road,

New Delhi -110 001

Annual General Meeting

(Day, Date, Time and

Venue)

Wednesday, 30th

September, 2015 at 10.00 a.m. at “The Golden Palms

Hotels and Spa” Plot 6C, Community Centre, Opposite East Delhi Police

Headquarters, Patparganj, I.P.Extension, Delhi – 110 092.

Financial Year The Financial Year of the Company starts from 1st April and ends on 31

st

March of the succeeding year.

Book Closure Dates Wednesday 23rd

September, 2015 to Wednesday 30th

September, 2015

(both days inclusive).

Tentative Calendar of

Board Meetings for the

Financial Year 2015-16

For the quarter ended 30th

June, 2015 – on 10th

August, 2015;

For the quarter and half year ended 30th

September, 2015 – by 2nd

week of

November, 2015;

For the quarter ended 31st December, 2015 – by 2

nd week of February,

2016;

For the quarter and year ended 31st March, 2016 – by the end of May, 2016.

Listing on Stock

Exchanges

The equity shares of the Company are listed on BSE.

Stock Code The BSE Scrip code of Equity Shares is 511714.

ISIN Number INE875B01015

Listing Fees The listing fees of BSE for Financial Year 2014-15 has been paid.

Custodian Fees The Custodian Fee is payable based on the number of Folios as on 31st

March, 2015 and will be paid on receipt of invoices from Depositories.

Share Transfer Agent Alankit Assignments Limited, 2E/21, Alankit House, Jhandewalan Extn.,

Karol Bagh, New Delhi – 110 055.

Share Transfer System Transfer of shares held in physical form is handled by the Share Transfer

Agent. The transfers are generally approved within the time limit stipulated

in the Listing Agreement from the date of receipt subject to all documents

being in order.

Outstanding GDRs /ADRs

/ Warrants / convertible

instruments and their

impact on Equity

The company has not issued any GDR, ADR, Warrant or Convertible

Instrument.


81

Market Price Data and the volume of the Company’s shares traded on BSE during the year ended 31 March,

2015 are as follows:

Market Price Data and the volume of the Company’s shares traded on BSE during the year ended 31 March,

2015 are as follows:

Month Share price of Nimbus Projects Limited on

BSE

BSE Sensex Index

High (In

Rs.)

Low (In

Rs.)

Volume (In

Nos.)

High Low

April -14 43.00 40.85 125 22,939.31 22,197.51

May -14 40.70 38.85 78 25,375.63 22,277.04

June -14 38.70 28.50 3,78,288 25,735.87 24,270.20

July -14 38.00 26.80 5,39,534 26,300.17 24,892.00

August -14 39.00 31.00 2,21,221 26,674.38 25,232.82

September -

14

34.55 30.00 4,83,417 27,354.99 26,220.49

October -14 34.40 27.10 6,06,351 27,894.32 25,910.77

November -

14

44.00 26.00 8,07,988 28,822.37 27,739.56

December -

14

45.40 34.00 26,58,047 28,809.64 26,469.42

January -15 40.30 28.80 90,908 29,844.16 26,776.12

February -15 41.55 35.20 29,63,080 29,560.32 28,044.49

March -15 44.90 40.10 63,09,012 30,024.74 27,248.45


82

Distribution of Shareholding as on 31st March, 2015

S. No. Category No. of

Shares held

% of Shareholding

A. Promoters’ Holding

-Indian Promoters

-Foreign Promoters

-Person acting in concert

55,59,534

-

-

74.75

-

-

Sub- Total (A) 55,59,534 74.75

B. Non Promoters’ Holding

1. Institutional Investors

- Mutual fund and UTI

- Banks, Financial Institutions

- Insurance Companies, Central/

State Govt. Institutions

- Non Government Institutions

- FIIs

-

-

-

-

-

-

-

-

-

-

-

-

Sub- Total (B1) - -

2. Others

- Private Bodies Corporates

- Indian Public

- NRIs (Including Foreign Company)

5,14,604

13,63,861

1

6.92

18.33

0.00

Sub- Total (B2) 18,78,466 25.25

Sub Total (B) = B1+B2 18,78,466 25.25

Grand Total (A+B) Total Shareholders 74,38,000 100.00

Distribution of shareholding as on 31st March, 2015

S. No. Range of Shares No. of Share

Holders

% of

Shareholders

No. of

shares held

% of

Shareholding

1 Upto 5000 1837 97.10 8,72,162 11.73

2 5,001 – 10,000 19 1.00 1,51,574 2.04

3 10,001 – 50,000 24 1.27 5,15,139 6.93

4 50,001 – 1,00,000 3 0.16 2,14,294 2.88

5 1,00,001 and

above

9 0.47 56,84,831 76.42

Total 1892 100.00 74,38,000 100.00

Shares held in dematerialised and physical form

The shares of the Company are traded compulsorily in demat mode from 25th

July, 2000. As on 31st March, 2015,

66,30,394 being 89.14% of the total equity capital was held by shareholders in dematerialised mode. Remaining

8,07,606 shares representing 10.86% were held in physical form.


83

Address for Correspondence:

1. Share Transfer Agent

Alankit Assignments Limited

2E/21, Alankit House, Jhandewalan Extn.

Karol Bagh, New Delhi – 110 055

Ph. 42541234, 42541959-60

Fax: +91-11-42541201

Web: www.alankit.com

Email: [email protected] (For Grievances)

2. Nimbus Projects Limited

1001-1006, 10th Floor,

Narain Manzil,

23 Barakhamba Road,

New Delhi – 110 001

Ph. 011-42878900

Fax: 011-41400023

Web: www.nimbusprojectsltd.com



84

CERTIFICATE PURSUANT TO CLAUSE 49 (IX) OF THE LISTING AGREEMENT

To

The Board of Directors

Nimbus Projects Limited

New Delhi

We hereby certify that:

(a) We have reviewed financial statements and the cash flow statement for the year ended 31st March 2015 and

that to the best of our knowledge and belief:

(i) These statements do not contain any materially untrue statement or omit any material fact or contain

statements that might be misleading.

(ii) These statements together present a true and fair view of the company’s affairs and are in compliance with

existing accounting standards, applicable laws and regulations.

(b) There are, to the best of our knowledge and belief, no transactions entered into by the company during the

year ended 31st March 2015 which are fraudulent, illegal or violative of the company’s code of conduct.

(c) We accept responsibility for establishing and maintaining internal controls for financial reporting and that we

have evaluated the effectiveness of internal control systems of the company pertaining to financial reporting.

We have not come across any reportable deficiencies in the design or operation of such internal controls.

(d) We have indicated to the auditors and the Audit Committee

(i) that there are no significant changes in internal control over financial reporting during the year;

(ii) that there are no significant changes in accounting policies during the year; and

(iii) there are no instances of significant fraud of which we have become aware and the involvement therein, if

any, of the management or an employee having a significant role in the company’s internal control system

over financial reporting.

Place: New Delhi Jitendra Kumar Bipin Agarwal

Delhi: August 10, 2015 (CFO) (Chairman cum Managing Director)

DIN-00001276


85

CERTIFICATE ON COMPLIANCE WITH THE CONDITIONS OF CORPORATE GOVERNANCE UNDER CLAUSE 49 OF THE LISTING

AGREEMENT

To,

The Members,


1001-1006, 10th



[CIN: L74899DL1993PLC055470]

I have examined the compliance of conditions of Corporate Governance by Nimbus Projects Limited (“the Company”) for the

year ended March 31, 2015, as stipulated in Clause 49 of the listing agreement of the Company with the stock exchanges.

The compliance of conditions of Corporate Governance is the responsibility of the management. My examination was limited to

procedures and implementation thereof, adopted by the Company, for ensuring the compliance of the conditions of Corporate

Governance as stipulated in said Clause. It is neither an audit nor an expression of opinion on the financial statements of the

Company.

In my opinion and to the best of my information and according to the explanations given to me and as per representations

made by Directors and the Management, I certify that the Company has complied with the conditions of Corporate Governance

as stipulated in the above mentioned Listing Agreement.

I further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or

effectiveness with which the management has conducted the affairs of the Company.


Ankush Agarwal

Company Secretary

Membership No. A21125

Certificate of Practice No. 14486

Place: New Delhi



86


STANDALONE FINANCIAL STATEMENTS


20

INDEPENDENT AUDITORS’ REPORT ON FINANCIAL STATEMENTS

ToThe Members ofNIMBUS PROJECTS LIMITED

Report on the Financial Statements

We have audited the accompanying financial statements of NIMBUS PROJECTS LIMITED (“the Company”) whichcomprise the Balance Sheet as at 31st March, 2015 , the Statement of Profit and Loss and the Cash Flow Statementfor the year then ended and a summary of the significant accounting policies and other explanatory information.

Management Responsibility for the Financial Statements

The Company’s management is responsible for the matters stated in Section 134(5) of the Companies Act, 2013(“the Act”) with respect to the preparation of these financial statements that give a true and fair view of thefinancial position and financial performance and cash flows of the Company in accordance with the Accountingprinciples generally accepted in India including the Accounting Standards specified under section 133 of the Act,read with Rule 7 of the Companies (Accounts) Rule, 2014. This responsibility also includes maintenance of adequateaccounting records in accordance with the provision of the Act for safeguarding the assets of the company and forpreventing and detecting frauds and other irregularities, selection and application of appropriate accountingpolicies, making judgments and estimated that are reasonable and prudent, and design, implementation andmaintenance of internal control , that were operating effectively for ensuring the accuracy and completeness ofthe accounting records, relevant to the preparation and presentation of the financial statements that give a trueand fair view and are free from material misstatement, whether due to fraud or error.

Auditors’ Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which arerequired to be included in the audit report under the provision of the Act and the Rules made thereunder.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act.Those Standards require that we comply with the ethical requirements and plan and perform the audit to obtainreasonable assurance about whether the financial statements are free of material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in thefinancial statements. The procedures selected depend on the auditor’s judgment including the assessment of therisks of material misstatements of the financial statements, whether due to fraud or error. In making those riskassessments, the auditor considers the internal control relevant to the Company’s preparation and fair presentationof the financial statements in order to design audit procedures that are appropriate in the circumstances, but notfor the purpose of expressing an opinion on the effectiveness of the Company’s internal control. An audit alsoincludes evaluating the appropriateness of the accounting policies used and the reasonableness of the accountingestimate made by the Management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our auditopinion.

Opinion

In our opinion and to the best of our information and according to the explanation given to us , the aforesaidfinancial statements give the information required by the Act in the manner so required and give a true and fairview in conformity with the accounting principles generally accepted in India :

87


21

a) In the case of the Balance Sheet, of the state of affairs of the Company as at 31st March 2015; and

b) In the case of the Statement of Profit and Loss, of the profit of the Company for the year ended on that date.

c) In the case of the Cash Flow Statement, of the cash flows of the Company for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2015 (“the Order”) issued by the Central Governmentof India in term of Sub Section (11) of Section 143 of the Companies Act, 2013 we give in the Annexure astatement on the matters specified in the paragraphs 3 and 4 of the said Order.

2. As required by Section 143(3) of the Companies Act, 2013 we report that:

i) We have obtained all information and explanations, which to the best of our knowledge and belief werenecessary for the purpose of our audit;

ii) In our opinion, proper books of accounts as required by law have been kept by the Company so far as itappears from our examination of those books;

iii) The Balance Sheet, Statement of Profit and Loss and the Cash Flow Statement dealt with by this report arein agreement with books of accounts;

iv) In our opinion, the Balance Sheet, Statement of Profit and Loss and the Cash Flow Statement, comply withthe Accounting Standards referred to in section 133 of the Companies Act, 2013 read with Rule 7 of theCompanies (Accounts) Rules, 2014..

v) On the basis of written representation received from the directors, as on March, 31, 2015 taken on recordby board of directors, none of the directors is disqualified as on March, 31, 2015 from being appointed as adirector in term of Sub-Section (2) of Section 164 of the Companies Act, 2013.

vi) In our opinion and to the best of our information and according to the explanation give to us, we report asunder with respect to other matters to be included in the Auditor’s Report in accordance with Rule 11 ofthe Companies (Audit and Auditors) Rules, 2014:

i) The Company does not have any pending litigation which would impact its financial position.

ii) The Company has made provision, as required under the applicable law or accounting standards, formaterial foreseeable losses, if any, and as required on long term contracts. The Company does nothave any derivative contracts.

iii) There has not been any occasion in case of the company during the year under report to transfer anysums to the investor Education and Protection Fund. The question of delay in transferring such sumsdoes not arise.

For ANIL PRAHALAD & CO.CHARTERED ACCOUNTANTS

Firm Regn. No. : 003921C

Place : Delhi (ANIL KUMAR)Date : 01.07.2015 Prop.

Membership No. : 73030

88


22

ANNEXURE TO THE INDEPENDENT AUDITORS’ REPORT(Referred to in paragraph 1under “Report on Other Legal and Regulatory Requirements” section of our report ofeven date)

1. In respect of Fixed Assets

(a) The Company has maintained proper records showing full particulars, including quantitative detailsand situation of fixed assets.

(b) According to information and explanation given to us, all the assets have been physically verified bythe management during the year under the regular programme of verification which, in our opinion, isreasonable having regard to the size of the Company and the nature of its assets. No materialdiscrepancies were noticed on such verification.

(c) During the year, no part of the fixed assets of the Company was disposed off.

2. In respect of Inventory

(a) Company’s Inventory comprises project under construction / development (Work In Progress) andtrading stock of Commercial & Residential Units. As explained to us, the inventories were physicallyverified by the management at reasonable intervals during the previous year, which in our opinion isreasonable.

(b) In our opinion and according to the information and explanation given to us, the procedures of physicalverification of inventories followed by the management were reasonable and adequate in relation tothe size of the company and the nature of its business.

(c) In our opinion and according to the information and explanation given to us, the company has maintainedproper records of its inventories and no material discrepancies were noticed on physical verification.

3. According to the information and explanation given to us, the Company has not granted nor taken any loans,secured or unsecured to/ from the companies, firms or other parties covered in the register maintainedunder Section 301 of the Companies Act, 1956.

4. In our opinion and according to the information and explanation given to us, there is an adequate internalcontrol system commensurate with the size of the Company and the nature of its business for the purchasesof Inventory, Fixed Assets and with regard to the sale of goods and services. During the course of our audit,we have neither come across nor have been informed of any continuing failure to correct major weakness nomajor weakness in internal control system.

5. In our opinion and according to the information and explanation given to us, the Company has not acceptedany deposit during the year from the public to which the directives issued by the Reserve bank of India andthe Provisions of section 73 to 76 or any other relevant provisions of the Companies Act, 2013 and the rulesframed there under apply, or an order has been passed by Company Law Board or National Company lawTribunal or Reserve bank of India or any court or any other tribunal.

6. We have broadly reviewed the cost records maintained by the Company pursuant to the Companies (CostRecords and Audit) Rules, 2014, as amended and prescribed by the Central Government under sub section (1)of Section 148 of the Companies Act 2013, and are of the opinion that, prima facie, the prescribed cost recordshave been maintained. We have however, not made a detailed examination of the cost records with a viewto determine whether these are accurate or complete.

89


23

7. (a) The Company is regular in depositing with appropriate authorities, undisputed statutory dues includingIncome Tax, TDS, Service Tax, Work Contract Tax, cess and other material statutory dues applicable to it.According to the information and explanation given to us, no undisputed amounts were in arrears as at31st March, 2015 for a period of more than six months from the date they become payable.

(b) According to the information and explanation given to us , there are no dues in respect of of Sales Tax/ VAT, Income Tax, TDS, Wealth Tax, Service Tax, Work Contract Tax and cess as at 31st March 2015, whichhave not been deposited with the appropriate authorities on account of any dispute.

(c) According to the information and explanation given to us, no amount was required to be transferred toinvestor education and protection fund in accordance with the relevant provisions of the CompaniesAct, 2013.

8. The Company does not have accumulated loss at the end of the financial year. The Company has not incurredany cash losses during the financial year covered by our audit however in the immediately preceding financialyear the company had incurred cash losses.

9. In our opinion and according to the information and explanations given to us, the Company has not defaultedin repayment of dues to any financial institutions and / or banks.

10. According to information and explanation given to us, the Company has not given any guarantee for loanstaken by others from banks or financial institutions. Accordingly, the provisions of clause 3(x) of the order arenot applicable to the Company.

11. According to information and explanation given to us, the term loans have been applied for the purpose forwhich they were raised.

12. According to information and explanation given to us, no fraud of material significance on or by the Companyhas been noticed or reported during the year.

For ANIL PRAHALAD & CO.CHARTERED ACCOUNTANTS

Firm Regn. No. : 003921C

Place : Delhi (ANIL KUMAR)Date : 01.07.2015 Prop.

Membership No. : 73030

90


24

BALANCE SHEET AS AT 31ST MARCH, 2015

(Amount in Rs.)Particulars Note As At As At

No. 31st March, 2015 31st March, 2014

I. EQUITY AND LIABILITIES(1) Shareholders’ Funds

(a) Share Capital 2.1 274,380,000 274,380,000(b) Reserves and Surplus 2.2 874,485,342 873,163,344

(2) Non-Current Liabilities(a) Long-Term Borrowings 2.3 1,436,454 4,154,489(b) Trade Payables 2.4 - 43,792,196(c) Other Long Term Liabilities 2.5 24,782,091 9,347,678(d) Deferred Tax Liability (Net) 2,829,471 2,887,549

(3) Current Liabilities(a) Short-Term Borrowings 2.6 8,481,800 99,158,300(b) Trade Payables 2.7 4,455,006 19,163,066(c) Other Current Liabilities 2.8 25,482,620 25,277,469(d) Short-Term Provisions 2.9 6,800,000 -

TOTAL 1,223,132,784 1,351,324,092

II. ASSETSNon-Current Assets

(1) (a) Fixed AssetsTangible Assets 2.10 68,444,896 76,997,416

(b) Non-Current Investments 2.11 548,275,427 460,124,084(c) Long-Term Loans and Advances 2.12 1,808,578 1,813,526(d) Other Non Current Assets 2.13 1,183,855 1,096,421

(2) Current Assets(a) Current Investments 2.14 15,000,000 30,000,000(b) Inventories 2.15 296,815,970 324,831,851(c) Trade Receivables 2.16 93,838,418 130,920,171(d) Cash and Cash Equivalents 2.17 130,915,924 240,316,208(e) Short-Term Loans and Advances 2.18 65,770,476 72,004,007(f) Other Current Assets 2.19 1,079,239 13,220,408

TOTAL 1,223,132,784 1,351,324,092

Significant Accounting Policies 1

See accompanying Notes (2.1 to 2.47) forming part of the Financial Statements

As per our report of even date attachedFOR ANIL PRAHALAD & Co. For and on behalf of the Board of DirectorsChartered AccountantsFirm Reg. No. 003921C

CA ANIL KUMAR BIPIN AGARWAL LALIT AGARWALPropriter (Chairman & Mg. Director) (Director)(Membership Number: 073030) DIN - 00001276 DIN - 00003903

Place : Delhi JITENDRA KUMAR S. K. SETHIDate : 01.07.2015 (Chief Financial Officer) (Company Secretary)

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STATEMENT OF PROFIT & LOSS FOR THE YEAR ENDED 31ST MARCH, 2015

(Amount in Rs.)Particulars Note Year Ended Year Ended

No. 31st March, 2015 31st March, 2014

I. Revenue from Operations 2.20 185,418,924 174,119,351

II. Other Incomes 2.21 26,660,856 26,026,397

III. Total Revenue 212,079,780 200,145,748

IV. Expenses:

Cost of Construction/Sales 2.22 162,618,351 152,753,524

Finance Costs 2.23 408,674 2,611,077

Share of Loss in Partnership Firms 12,679,713 52,056,855

Administrative and Selling Expenses

Employee Benefit Expenses 2.24 2,574,881 2,759,872

Other Expenses 2.25 17,237,205 22,698,993

Depreciation and Amortization 8,537,897 6,847,853

Total Expenses 204,056,721 239,728,175

V. Profit/ (Loss) before Tax (III - IV) 8,023,059 (39,582,427)

VI. Tax Expense:

Current Tax 6,800,000 4,000,000

Deferred Tax (58,078) 588,785

Income Tax for earlier years (256,009) 558,219

VII. Net Profit/ (Loss) for the Year (V - VI) 1,537,146 (44,729,431)

VIII. Earnings per Equity Share (Rs.)

Basic/ Diluted (Refer Note no. 2.28) 0.21 (5.73)(Nominal Value per Share Rs. 10/-)

Significant Accounting Policies

See accompanying Notes (2.1 to 2.47) forming part of the Financial Statements

As per our report of even date attached

FOR ANIL PRAHALAD & Co. For and on behalf of the Board of DirectorsChartered AccountantsFirm Reg. No. 003921C



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CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2015

(Amount in Rs.)Particulars Year ended Year ended

31.03.2015 31.03.2014

A. CASH FLOW FROM OPERATING ACTIVITIESProfit/(Loss) before tax 8,023,059 (39,582,427)Adjustment for

Depreciation on fixed assets 8,537,897 6,847,853Share of Profit / Loss from Partnership Firms 12,679,713 52,056,855Interest Expenses 408,674 2,611,077Interest Income (14,997,776) (22,488,976)Profit/ Loss on sale of Investments (11,663,080) (3,537,421)

Operating profit/(Loss) before working capital changes 2,988,487 (4,093,038)Changes in working capitalAdjustment for (increase)/decrease in operating assets:Inventories 28,015,880 18,971,723Trade Receivables 37,081,753 (1,807,761)Short term Loans and Advances 6,233,530 (11,572,679)Long term Loans and Advances 4,948 1,159,969Other Non Current Assets (87,434) (80,380)Other Current Assets 12,141,169 (13,055,248)

Adjustment for increase/(decrease) in operating liabilities:Trade payables-Current (14,708,060) (891,490)

Trade payables-Non-current (43,792,196) (6,322,497)Other Long term liabilities 15,434,413 4,528,204Other current liabilities 205,151 276,975

Cash generated from operations 43,517,641 (12,886,223)Income Tax Paid (256,009) 4,558,219Interest Paid 408,674 2,611,077

Net cash flow from/(used in) operating activities…….(i) 43,364,976 (20,055,520)

B. CASH FLOW FROM INVESTING ACTIVITIESPurchase of fixed assets/CWIP (200,525) (11,404,888)Purchase of Non- current investments (88,151,343) -Sale of current investments 15,000,000 15,007,092Sale of Non-current investments - 16,755,509Interest Income 14,997,776 22,488,976Profit/ Loss on sale of Investments 11,663,080 3,537,421Share of Profit / Loss from Partnership Firms (12,679,713) (52,056,855)

Net cash flow from/(used in) in investing activities…..(ii) (59,370,725) (5,672,745)

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(Amount in Rs.)Particulars Year ended Year ended

31.03.2015 31.03.2014

C. CASH FLOW FROM FINANCING ACTIVITIES

Issue of Preference Shares - 42,000,000

Security Premium Account - 168,000,000

Receipt/(Repayment) of short term borrowings (90,676,500) (23,241,700)

Receipt/(Repayment) of Long-term borrowings (2,718,035) (325,245)Net cash flow from/(used in) in financing activities….(iii) (93,394,535) 186,433,055NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS…..(i+ii+iii) (109,400,283) 160,704,790

D. CASH AND CASH EQUIVALENTS*

As at the commencement of the year 240,316,208 79,611,418

As at the end of the year 130,915,924 240,316,208NET INCREASE/(DECREASE) AS DISCLOSED ABOVE (109,400,283) 160,704,790

*Note: Following amounts are not included in cash and cash equivalents :

Deposit Accounts with maturity of more than 12 months 1,183,855 1,096,4211,183,855 1,096,421

As per our report of even date




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NOTES TO THE FINANCIAL STATEMENTS AS AT AND FOR THE YEAR ENDED 31ST MARCH, 2015

Corporate Information

Nimbus Projects Limited is engaged in Real Estate Development of Commercial / Residential Projects, Trading of Properties &Real Estate Agent business etc. It is developing Residential Projects in National Capital Region (NCR). It has developed oneResidential Project “Express Park View” in Greater Noida. Apart from developing its own Project, the company is undertakingdevelopment through Special Purpose Vehicle / Joint Venture (SPV / JV). The company is developing four Residential Projects inJoint Venture in Noida & Greater Noida.

Note-1 : Significant Accounting Policies

1.1 Basis of Accounting

The financial statements are prepared under historical cost convention on accrual basis (except interest on delayedpayment by customers, administrative charges recovered from customers and expenditure on compensation/ penalty forproject delay, which are accounted for at the time of acceptance/ settlement with the customers due to uncertainties withregard to determination of amount receivable/ payable) and are in accordance with the Generally Accepted AccountingPrinciples in India (Indian GAAP) to comply with the Accounting Standards notified under the Companies (AccountingStandards) Rules, 2006 read with Rule 7 of the Companies (Accounts) Rules, 2014 in respect of Section 133 of the CompaniesAct, 2013. The preparation of financial statements requires the Management to make estimates and assumptions consideredin the reported amounts of assets and liabilities (including contingent liabilities) as of the date of the financial statementsand the reported income and expenses during the reporting period. Management believes that the estimates used inpreparation of the financial statements are prudent and reasonable. Future results could differ from these estimates.

1.2 Fixed assets

Fixed assets are stated at cost less accumulated depreciation and impairment losses. Cost comprises purchase price,duties, levies and any other cost relating to the acquisition and installation of the asset. Fixed assets under constructionare treated as soon the assets become operational and ready for use. Borrowing cost, if any, directly attributable to theacquisition and / or construction of fixed asset, until the date assets are ready for its intended use, are capitalized as apart of the cost of that asset subject to the provisions of impairment of the assets.Intangible assets are recognized only ifit is probable that the future economic benefits that are attributable to the assets will flow to the enterprise and the costof the assets can be measured reliably. Expenditure on an intangible item is expensed when incurred unless it forms partof the cost of intangible asset that meets the recognition criteria. Intangible assets are stated at cost of acquisition andare carried at cost less accumulated amortization and impairment loss, if any.

1.3 Depreciation

a) Depreciation on fixed assets for the year ended 31st March, 2014 is provided on the Written down Value Method at therates prescribed in Schedule XIV to The Companies Act, 1956.

b) Effective from 1st April, 2015, depreciation is provided on Written Down Value Method as prescribed in Schedule II tothe Companies Act, 2013.

c) Depreciation on additions / deletion to fixed assets is provided on proportionate basis according to the date ofaddition / deletion.

1.4 Investments

Long term investments are stated at cost. A provision for diminution is made to recognise a decline, if any, other thantemporary in nature, in the value of long term investments.

Short term investments are stated at lower of cost or market value.

1.5 Inventories

Inventories are valued at lower of cost and net realisable value. Construction work in progress comprises of cost of land(including premium for development rights), materials, services and other related overheads.

1.6 Employee Benefits

Retirement benefits to the employees comprise of payments under defined contribution plans like Provident Fund & FamilyPension and contribution paid or payable is recognized as an expense in the period in which services are rendered by theemployees.

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The employees’ gratuity fund scheme managed by Life Insurance Corporation of India is a defined benefit plan. The presentvalue of obligation is determined based on actuarial valuation using the Projected Unit Credit Method, which recognizeseach period of service as giving rise to additional unit of employee benefit entitlement and measures each unit separatelyto build up the final obligation. Provision for leave encashment is made on accrual basis.

1.7 Borrowing Costs

Borrowing costs that are directly attributable to the acquisition or construction of qualifying assets are capitalised forthe period until the assets are ready for its intended use. A qualifying asset is an asset that necessarily takes substantialperiod of time to get ready for its intended use. Other borrowing costs are recognised and capitalised and are included inCapital WIP in the period in which they are incurred.

1.8 Taxation

Tax expense comprises of current Income tax. Current income tax is measured at the amount expected to be paid to the taxauthorities in accordance with the Income-tax Act, 1961. Deferred income taxes reflect the impact of current year timingdifferences between taxable income and accounting income for the year and reversal of timing differences of earlier years.Deferred tax is measured based on the tax rate and the tax laws enacted or substantially enacted at the balance sheet date.

Deferred tax assets other than on carried forward losses and unabsorbed depreciation are recognised only to the extentthat there is reasonable certainty that sufficient future taxable income will be available against which such deferred taxassets can be realised.

Deferred tax asset on account of carried forward losses and unabsorbed depreciation are recognised only to the extentthat there is virtual certainty supported by convincing evidence that sufficient future taxable income will be availableagainst which such deferred tax assets can be realised.

1.9 Provisions, Contingent Liabilities and Contingent Assets

A provision is recognised when an enterprise has a present obligation as a result of past event and it is probable that anoutflow of resources will be required to settle the obligation, in respect of which a reliable estimate can be made.Provisions are not discounted to their present values and are determined based on management estimate required tosettle the obligation at the balance sheet date. Contingent liabilities, if material, are disclosed by way of notes. Contingentassets are not recognised or disclosed in the financial statement.

1.10 Revenue Recognition

a) Revenue from constructed properties is recognised on the ‘percentage of completion method’. Sale consideration asper the duly executed agreements to sell/application forms (containing salient terms of agreement to sell), is recognisedas revenue based on (i) the percentage of actual project costs incurred thereon to total estimated project cost, subjectto such actual cost incurred (excluding land acquisition cost) being 25 per cent or more of the total estimated projectcost (excluding land acquisition cost) and (ii) when at least 25 per cent of the saleable project area is secured bycontracts or agreements with buyers and at least 10 per cent of the total revenue are realised. Income is recognisedwhen it is not unreasonable to expect ultimate collection and no significant uncertainty exists regarding the amountof consideration. The estimates of the saleable area and costs are reviewed periodically and effect of any changes insuch estimates is recognised in the period in which such changes are determined. However, when the total project costis estimated to exceed total revenues from the project, loss is recognised immediately.

b) Interest on fixed deposits and inter-corporate deposits is accounted on accrual basis.

c) Dividend income is accounted when the right to receive is established and known.

d) Adminstartion charges recovered from cutomers are accounted as per the terms of contract with the customers.

e) Share of profit from the partnership firm, in which the Company is a partner, is as per the financial statement of thepartnership firm.

1.11 Cost of Construction/ Development

Cost of Construction/ Development (including cost of land) incurred is charged to the Statement of Profit and Lossproportionate to project area sold. Adjustments, if required, are made on completion of the respective projects.

1.12 Foreign Currency Transaction

Foreign currency transaction is recorded at the rates of exchange prevailing on the date of the transactions. Exchange

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differences arising on foreign currency transactions are recognized as income or as expenses and accordingly debited orcredited to profit and loss account.

1.13 Borrowing Cost

Borrowing costs that are directly attributable to the acquisition or construction of qualifying assets are capitalized for theperiod until the asset is ready for its intended use. A qualifying asset is an asset that necessarily takes substantial periodof time to get ready for its intended use. All other borrowing costs are expensed in the period they occur.

1.14 Segment Reporting

The Company is mainly engaged in Real Estate and Infrastructure Development activities which constitute Single PrimaryBusiness Segment as defined under Accounting Standard 17.

1.15 Leases

a) Operating lease

Leases where the lessor effectively retains substantially all the risks and benefits of ownership of the leased assets,are classified as Operating leases. Lease payments are charged to the statement of profit and loss account of the yearin which they due.

b) Finance lease

Leases where the lessor effectively transfers substantially all the risks and rewards incident to ownership of an assetare classified as Finance leases. The Company has taken a Plot of Land on finance lease from Greater Noida IndustrialDevelopment Authority (GNIDA).

1.16 Accounting for Joint Ventures

The Company’s investments in jointly controlled entities is reflected as investment and accounted for in accordance withthe company’s accounting policy of investments.

NOTE 2.1 : SHARE CAPITAL (Rs. In Lacs)

Particulars As At As At31st March, 2015 31st March, 2014

Authorised2,50,00,000 (Previous year 2,50,00,000)Equity Shares of Rs.10/- each 250,000,000 250,000,000

2,00,00,000 (Previous year 2,00,00,000)Preference Shares of Rs.10/- each 200,000,000 200,000,000

450,000,000 450,000,000

Issued, Subscribed and Paid-up74,38,000 (Previous year 74,38,000)Equity Shares of Rs.10/- each fully paid-up 74,380,000 74,380,000

2,00,00,000 (Previous year 2,00,00,000)8% Non-Cumulative, Non-Convertible,

Non-Participating, Compulsory RedeemablePreference Shares of Rs.10/- each fully paid-up 200,000,000 200,000,000

274,380,000 274,380,000

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a) Shareholders holding more than 5% shares

2014-15 2013-14Number of % Holding Number of % Holding

Shares held Shares heldEquity Shares

M/s. NIMBUS INDIA LTD. 1,822,381 24.50% 1,822,381 24.50%

M/s. NIMBUS MULTICOMMODITY BROKERS LTD. 798,768 10.74% 798,768 10.74%

M/s. NIMBUS PROPMART PVT. LTD. 774,000 10.41% 774,000 10.41%

Mr. BIPIN AGARWAL 679,554 9.14% 594,554 7.99%

M/s BIPIN AGARWAL (HUF) 514,595 6.92% 306,255 4.12%

Mrs. SUNITA AGARWAL 504,129 6.78% 453,629 6.10%

Preference Shares

M/s. Pabla Leasing & Finance Pvt. Ltd. 5,300,000 26.50% 5,300,000 26.50%

M/s. Intellectual Securities Pvt. Ltd. 5,200,000 26.00% 5,200,000 26.00%

M/s. Padma Estates Pvt. Ltd. 4,900,000 24.50% 4,900,000 24.50%

M/s. Giri Financial Services Pvt. Ltd. 4,600,000 23.00% 4,600,000 23.00%

b) Reconciliation of the number of shares outstanding (Rs. In Lacs)Particulars As At As At

31st March, 2015 31st March, 2014

Number of Equity Share at the beginning 7,438,000 7,438,000Add: Shares issued during the year - -

Number of shares at the end 7,438,000 7,438,000

Number of Preference Shares at the beginning 20,000,000 20,000,000Add: Shares issued during the year - -Number of shares at the end 20,000,000 20,000,000

c) Rights, preferences and restrictions attached to Equity shares

The Company has equity shares having a par value of Rs. 10/- per share. On a show of hands, every holder of equity sharesis entitled for one vote and upon a poll shall have voting rights in proportion to the shares of the paid up capital of theCompany held by them. The dividend, if any, proposed by the Board of Directors is subject to the approval of the shareholdersin the Annual General Meeting. In the vent of liquidation, the equity shareholders are entiteled to receive the remainingassets of the company after distribution of all preferential amount in the proportion to their shareholding.

d) Rights, preferences and restrictions attached to Preference shares

The Company has only one class of preference shares 8% Non–Cumulative, Non–Convertible, Non–Participating, CompulsoryRedeemable Preference Shares of Rs. 10/- each (at a premium of Rs. 40/- on each Preference Share) to be redeemed after 15years at a premium of Rs. 100/- on each Preference Share but which may be redeemed at the option of the Company at anytime after 2 years at a fixed premium of Rs. 40/- on each Preference Share and an additional premium @ Rs. 4/- per year tillthese Preference Shares are redeemed. These shares carry no voting rights and the said shares are Non-convertible intoequity shares. As per records of the Company, including its register of shareholders/members and other declarationsreceived from shareholders regarding beneficial interest, the above shareholding represents both legal and beneficialownerships of shares.

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NOTE - 2.2 : RESERVES AND SURPLUS (Rs. In Lacs)


Securities Premium Account

Opening Balance 800,000,000 632,000,000

Add: Received during the year on issue of Preference Shares - 168,000,000Closing balance 800,000,000 800,000,000

Statement of Profit and Loss

Opening balance 73,163,344 115,784,943

Adjustment for Accumulated Depreciation (215,149) -

Profit/(Loss) for the year 1,537,146 (44,729,431)

Less: Appropriations

Proposed Dividend - Preference Shares - (1,801,644)

Tax on proposed dividend - (306,189)

Closing balance 74,485,342 73,163,344874,485,342 873,163,344

NOTE - 2.3 : LONG-TERM BORROWINGS (Rs. In Lacs)


Secured Loan

- From Banks 1,436,454 4,154,489(Vehicle Loans are secured by hypothecation of Vehiclesagainst which the loan have been taken)

1,436,454 4,154,489

NOTE - 2.4 : TRADE PAYABLES (refer Note 2.34) (Rs. In Lacs)


Premium for development rights - 56,756,796

Less: Current Maturity of Premium for development rights (Refer Note 2.7 below) - 12,964,600- 43,792,196

Note: Premium for Development Rights denotes liability towards Greater Noida lndustrial Development Authority as per leasedeed executed on 18.08.2009

NOTE - 2.5 : OTHER LONG-TERM LIABILITIES (Rs. In Lacs)


Retention Money / Security Deposits 11,277,126 8,776,897

Interest Free Maintenance Security 13,504,965 570,78124,782,091 9,347,678

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NOTE - 2.6 : SHORT-TERM BORROWINGS (Rs. In Lacs)


Loan Repayable on Demand - -

From Companies 8,481,800 99,158,3008,481,800 99,158,300

NOTE - 2.7 : TRADE PAYABLES (refer Note 2.34) (Rs. In Lacs)


Current Maturity of Premium for development rights - 12,964,600

Trade Payable for Goods and Services 3,329,928 3,508,878

Provision for Expenses 1,125,078 2,689,5884,455,006 19,163,066

NOTE - 2.8 : OTHER CURRENT LIABILITIES (Rs. In Lacs)


Other Payables

Statutory Liabilities 1,365,079 2,805,147

Other Liabilities 24,117,541 22,472,32225,482,620 25,277,469

NOTE - 2.9 : SHORT-TERM PROVISIONS (Rs. In Lacs)


Provision for Income Tax 6,800,000 -6,800,000 -

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34

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35

NOTE - 2.11 : NON CURRENT INVESTMENTS (Rs. In Lacs)

Particulars 2014-15 2013-14

Trade Investments- Investment in Partnership Firms 418,275,427 398,603,539

a. IITL-Nimbus The Express Park View (34,617,142) (57,251,227)Capital Account 237,500 237,500

Current Account (34,854,642) (57,488,727)

b. IITL-Nimbus The Palm Village (19,208,924) (18,527,636)Capital Account 237,500 237,500

Current Account (19,446,424) (18,765,136)

c. IITL-Nimbus The Hyde Park 95,974,512 95,971,639Capital Account 45,000,000 45,000,000

Current Account 50,974,512 50,971,639

d. Indogreen International 376,126,981 378,410,763Capital Account 450,297,994 418,022,554

Current Account (74,171,013) (39,611,791)- Investment in Unquoted Equity Shares 5,000,000 10,489,295

Investment in Shares of Subsidiariesa. Hepta Developers Pvt. Ltd. (NIL Shares; P.Y. 47,733 Shares) - 5,489,295

(Face Value Rs. 10/- per share)

b. Golden Palms Facility Management Pvt. Ltd. (refer Note 2.39) - -

Investment in Shares of AssociatesCapital Infraprojects Pvt. Ltd. (5,00,000 Shares; P.Y. 5,00,000 Shares) 5,000,000 5,000,000

(Face Value Rs. 10/- per share)-Investment in Un-quoted Preference Shares 125,000,000 50,000,000Capital Infraprojects Pvt. Ltd. (1,12,50,000 Shares; P.Y. 50,00,000 Shares) 125,000,000 50,000,000(Face Value Rs. 10/- per share)

Non-Trade Investments-Investment in Quoted Shares - 31,250Accurate Transformer Ltd. (NIL Shares; P.Y. 1,000 Shares)* 31,250(Face Value Rs. 10/- per share)-Investment in Mutual Funds - 1,000,000Axis Capital Protection Fund (NIL Units; P.Y. 99,990 Units) 1,000,000

548,275,427 460,124,084

* Market value of quoted investments - Rs. NIL; P.Y. Rs. 30,050/-

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Detail of investment in jointly controlled entities-partnership firms: (Rs. In Lacs)

Name of the Partnership firm As at 31st March, 2015 As at 31st March, 2014

Names of Partners Capital Share of Names of partners Capital Share of eacheach partner partner in

in profits of profits ofthe firm the firm

IITL Nimbus, The Hyde Park, Noida IITL Projects Limited 45,000,000 45.00% IITL Projects Limited 45,000,000 45.00%

Nimbus Projects Limited 45,000,000 45.00% Nimbus Projects Limited 45,000,000 45.00%

Supertech Limited 10,000,000 10.00% Supertech Limited 10,000,000 10.00%

Total 100,000,000 100.00% Total 100,000,000 100.00%

IITL Nimbus, The Express Park View IITL Projects Limited 237,500 47.50% IITL Projects Limited 237,500 47.50%

Nimbus Projects Limited 237,500 47.50% Nimbus Projects Limited 237,500 47.50%

Assotech Limited 25,000 5.00% Assotech Limited 25,000 5.00%

Total 500,000 100.00% Total 500,000 100.00%

IITL Nimbus, The Palm Village IITL Projects Limited 237,500 47.50% IITL Projects Limited 237,500 47.50%

Nimbus Projects Limited 237,500 47.50% Nimbus Projects Limited 237,500 47.50%

Assotech Limited 25,000 5.00% Assotech Limited 25,000 5.00%

Total 500,000 100.00% Total 500,000 100.00%

Indogreen International Nimbus Projects Limited 450,297,994 98.00% Nimbus Projects Limited 418,022,554 90.00%

Sunita Agarwal 8,068,860 2.00% RCJ Investment Trust P. Ltd. 44,745,611 10.00%

Total 458,366,854 100.00% Total 462,768,165 100.00%

NOTE - 2.12 : LONG-TERM LOANS & ADVANCES (Rs. In Lacs)


- Security Deposits 1,808,578 1,813,5261,808,578 1,813,526

NOTE - 2.13 : OTHER NON CURRENT ASSETS (Rs. In Lacs)


In Bank Deposit Accounts with maturity of more than 12 months* 1,183,855 1,096,421[Including Interest Accrued Rs. 1,83,855/- (P.Y. - 96,421/-)] 1,183,855 1,096,421

*Pledged as Margin Money with bank.

NOTE - 2.14 : CURRENT INVESTMENTS (Rs. In Lacs)


- Investment in Mutual Funds

Reliance Mutual Fund - Growth Fund (7838.136 Units; P.Y. 5787.727 Units) 15,000,000 10,000,000

LIC Nomura Mutual Fund - Growth Fund (NIL Units; P.Y. 8713.624 Units) - 20,000,00015,000,000 30,000,000

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NOTE - 2.15 : INVENTORIES (REFER NOTE 1.5) (Rs. In Lacs)


(a) Construction Work-in-Progress Including Land 72,436,590 105,847,480

(b) Stock In TradeCommercial Properties 132,035,740 139,009,730Residential Properties 92,343,640 79,974,640

296,815,970 324,831,851

NOTE - 2.16 : TRADE RECEIVABLES (Rs. In Lacs)


(a) Trade Receivables Outstanding for more than six monthsUnsecured, Considered good 81,981,365 121,172,004Unsecured, Considered Doubtful - -

(b) Other Trade ReceivablesUnsecured, Considered good 11,857,053 9,748,167Unsecured, Considered Doubtful - -

93,838,418 130,920,171

NOTE - 2.17 : CASH AND CASH EQUIVALENTS (Rs. In Lacs)


Cash in Hand 486,724 234,294

Balance with BanksCurrent Accounts 35,679,200 7,793,914FDRs with maturity of less than 12 months 94,750,000 232,288,000FDRs with maturity of more than 12 months 1,183,855 1,096,421

132,099,779 241,412,629

Less: Amount disclosed under other non-current assets 1,183,855 1,096,421(refer Note 2.13)

130,915,924 240,316,208

NOTE - 2.18 : SHORT-TERM LOANS AND ADVANCES (Rs. In Lacs)


Unsecured, considered goodAdvances Receivable in cash or kind 54,684,638 63,406,613Prepaid Expenses 132,348 479,789Amount Recievable from GNIDA 3,878,439 -Tax at Source/ Advance Tax (Net) 4,607,473 1,398,500Service Tax Recoverable 175,273 538,408VAT Recoverable 2,292,304 6,180,697

65,770,476 72,004,007

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NOTE - 2.19 : OTHER CURRENT ASSETS (Rs. In Lacs)


Interest Accrued on Fixed Deposits 1,079,239 13,220,408

1,079,239 13,220,408

NOTE - 2.20 : REVENUE FROM OPERATIONS (Rs. In Lacs)

Particulars Year ended Year ended31st March, 2015 31st March, 2014

Sale of Commercial Property 9,950,000 2,000,000

Sale of Residential Flats 145,444,612 150,808,728

Other Sale - 279,096

Brokerage Service - 11,010,000

Renting Service 12,478,440 7,829,610

Other Operating Revenues

Revenue from other operating activities 14,628,169 466,150

Interest Income related to operating activities 2,917,703 1,725,767

185,418,924 174,119,351

NOTE - 2.21 : OTHER INCOME (Rs. In Lacs)


Interest on Fixed Deposit with Bank 14,997,776 22,488,976

Profit on sale of Current Investments 11,158,838 3,537,421

Profit on sale of Non-current Investments 504,242 -

26,660,856 26,026,397

NOTE - 2.22 : COST OF CONSTRUCTION/SALES (Rs. In Lacs)


Opening Stock

Construction Material & Work In Progress

Construction Material - 758,000

Construction Work-in-Progress Including Land 105,847,480 123,935,533

Stock in Trade

Commercial Properties 139,009,730 139,135,400

Residential Properties 79,974,640 79,974,640

324,831,851 343,803,573

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(Rs. In Lacs)Particulars Year ended Year ended

31st March, 2015 31st March, 2014

Purchases

Construction Material 16,801,002 25,586,799

Stock in Trade - Commercial Properties 101,597 1,874,330

Stock in Trade - Residential Properties 12,369,000 -

29,271,599 27,461,129

Construction Work-in-Progress

Expenditure during the year 105,330,872 106,320,673

Closing Stock

Construction Material & Work In Progress

Construction Material -

Construction Work-in-Progress Including Land 72,436,590 105,847,480

Stock in Trade

Commercial Properties 132,035,740 139,009,730

Residential Properties 92,343,640 79,974,640

296,815,970 324,831,851

Total (I+II-III) 162,618,351 152,753,524

NOTE - 2.23 : FINANCE COSTS (Rs. In Lacs)


Interest - Unsecured Loans - 656,165

Interest - Secured Loans 392,789 456,785

Interest - Others 15,884 1,498,128

408,674 2,611,077

NOTE - 2.24 : EMPLOYEE BENEFIT EXPENSES (Rs. In Lacs)


Salaries, Allowances & Bonus 2,450,439 2,537,790

Contribution to :

Provident Fund 12,468 13,224

Gratuity Fund 3,349 63,580

Leave Encashment 13,299 30,841

Staff Welfare Expenses 95,326 114,437

2,574,881 2,759,872

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NOTE - 2.25 : OTHER EXPENSES (Rs. In Lacs)


Audit Fees 200,000 155,000

Advertisement Expenses 803,346 311,485

Brokerage Charges 3,147,073 6,168,942

Business Promotion 157,406 144,746

Conveyance Expenses 122,083 70,423

Director’s Remuneration 3,600,000 3,600,000

Directors’ Sitting Fees 97,500 110,000

Donation Expenses - 51,000

Insurance Expenses 378,057 503,031

Legal & Professional Charges 1,124,000 297,500

Membership Fees 120,000 128,989

Other Expenses 173,532 306,773

Postage & Telegram Expenses 148,036 90,266

Power and fuel. 714,544 599,380

Printing & Stationery 251,066 186,536

Rates and taxes 864,889 735,181

Rent - 120,000

Repairs & Maintenance - Machinery 135,346 170,110

Repairs & Maintenance - Vehicle 1,029,018 999,518

Repairs & Maintenance -Building 2,513,954 3,415,803

Security Charges 168,452 95,629

Stamp Duty Charges - 491,500

Telephone Expenses 481,738 458,322

Travelling Expenses 1,007,166 3,488,860

17,237,205 22,698,993

2.26 (a) Contingent Liabilities (to the extent not provided for)

i) Guarantee issued by Bank Rs. 10,00,000 (31.03.2014: Rs. 10,00,000).

ii) Claims against the Company not acknowledged as debt Rs. Nil (31.03.2014: Nil).

(b) Commitments

There are no outstanding Capital Commitments.

2.27 Retirement Benefits: Payments under defined contribution plans like Provident Fund and Family Pension have been chargedto the Statement of Profit and Loss as and when made or due.

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Disclosure for defined benefit plan – Gratuity (funded with LIC under Group Gratuity Scheme)(Rs. in Lacs)


I Accrued Service Gratuity Rs. 1,144,125 Rs. 958,623I I Benefits paid - -III Expense recognised in the Statement of Profit and Loss Rs. 3,349 Rs. 63,580IV Funds maintained with Life Insurance Corporation of India 100% 100%V Method of Actuarial Valuation Projected Unit Projected Unit

Credit Method Credit MethodPrincipal Actuarial Assumptions:i Salary Escalation Rate (p.a.) 6% 6%i i Discounting Rate (p.a.) 8% 8%

2.28 Related Party Transactions:a) Names of other related parties and nature of relationship where there are transactions with related parties:

Subsidiary Companies Hepta Developers Pvt. Ltd.Golden Palms Facility Management Pvt. Ltd.

Jointly Controlled Entities Capital Infra Projects Pvt. LtdIITL-Nimbus The Hyde Park - a Partnership FirmIITL-Nimbus, The Express Park View - a Partnership FirmIITL- Nimbus, The Palm Village - a Partnership FirmIndogreen International - a Partnership Firm

Company over which Key Management Personnel Nimbus India LimitedExercise Significant Influance Nimbus Propmart Pvt. Ltd

Nimbus Multicommodities Brokers Ltd.Key Management Personnels Mr. Bipin Agarwal - Managing Director

Mrs. Neha Bhatia -Company Secretary (Upto 31.03.2015)Mr. Swatantra Kumar Sethi - Company Secretary (W.e.f. 30.03.2015)Mr. Jitendra Kumar - Chief Financial Officer (W.e.f. 14.05.2015)

b) Transactions with related parties :

Sr. Nature of Transaction Subsidiary Jointly Company Key ClosingNo. Companies Controlled over which Management Balance

Entities Key Personnels Payble/Management Receivable

PersonnelExercise

significantinfluence

Rs. Rs. Rs. Rs.

(a) Rent Received from Hepta Developers Pvt. Ltd. 120,000 - - -(47,733) - - -

(b) Debit Note issued towards Employee Insurance Exp. 15,735 - - -to Hepta Developers Pvt. Ltd. (3,998) - - -

(c) Security Deposit Received from Hepta - 10,000Developers Pvt. Ltd. (10,000) (10,000)

(d) Share of Profit From Partnership Firm IITL Nimbus - 2,873 - -The Hyde Park, Noida - (-15698501) - -

(e) Share of Profit From Partnership Firm IITL Nimbus - 22,634,085 - -The Express Park View - (-10937223) - -

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PersonnelExercise


Rs. Rs. Rs. Rs.(f) Share of Profit From Partnership Firm IITL Nimbus - -681,288 - -

The Palm Village - (-17206342) - -(g) Share of Profit From Partnership Firm Indogreen - -34,635,383 - -

International - (-39611791) - -(h) Rent Received From Partnership Firm IITL Nimbus - 2,475,940 - -

The Hyde Park, Noida - (1,760,700) - -(i) Rent Received From Partnership Firm IITL Nimbus - 622,500 - -

The Express park View - (100,000) - -(j) Security Deposit Received from IITL Nimbus The - 100,000 (100,000) (100,000)

Express park View(k) Security Deposit Received from IITL Nimbus - 1,040,000 (100,000) (1,140,000)

The Hyde Park, Noida(l) Purchase of Preference Shares of Capital - 75,000,000 - -

Infraprojects Pvt. Ltd. - - - -(m) Capital Contribution In Partnership Firm - 32,275,440 - -

M/s Indogreen International - (19,700,000) - -(n) Debit Note issued towards Telephone Exp. & Employee - 244,823 - 36,993

Insurance Exp. to IITL Nimbus The Hyde Park - (324,237) - (53,645)(o) Debit Note issued towards Employee Insurance - 44,837 - -

Exp. to IITL Nimbus The Express Park View - (96,611) - (10,999)(p) Debit Note issued towards Employee Insurance - 53,572 - -

Exp. to IITL Nimbus The Palm Village - (65,072) - (7,073)(q) Debit Note issued towards Employee Insurance - 96,448 - -

Exp. to Capital Infraprojects Pvt. Ltd. - (92,914) - (3,038)(r) Debit Note issued towards Employee Insurance - 76,161 - -

Exp. to Indogreen International - (104,051) - -(s) Flats Purchased From Nimbus Propmart Pvt. Limited - - 12,369,000 -

- - (NIL) -(t) Rent Received From Nimbus Propmart Pvt. Ltd. - - 600,000 -

- - (66,071) -(u) Rent Received from IITL Projects Limited 540,000

(540,000)(v) Security Deposit Received from Nimbus Propmart Pvt. Ltd. - 50,000

(50,000) (50,000)(w) Debit Note issued towards Employee Insurance - - 11,195 -

Exp. to Nimbus Propmart Pvt. Ltd. - - (15,828) -(x) Debit Note issued towards Employee Insurance 24,022

Exp. to Nimbus India Ltd. (11,994)

109

-(100,000) -

-

(100,000)

100,000 (-)

1,140,000(1,040,000)


43



PersonnelExercise


(y) Remuneration Paid to Mr. Bipin Agarwal - - - 3,600,000 -(Managing Director) - - - (3,600,000) -

(z) Salary Paid to Mrs. Neha Bhatia (Company - - - 664,782 -Secretary & Compliance Officer) - - - (646,875) -

(aa) Salary Paid to Mr. Swatantra Kumar Sethi - - - 4,032 -(Company Secretary & Compliance Officer) - - - - -

Note: Figures in brackets represent Previous year figures.

2.29 Payment to Auditors :(Rs. in Lacs)


1 Statutory Audit Fee 150,000 110,000

2 Tax Audit Fee 50000 45,000

Total 200,000 155,000

2.30 Earnings in Foreign Exchange(Rs. in Lacs)


1 Receipts NIL NIL

Total - -

2.31 Expenditure in Foreign Currency(Rs. in Lacs)


1 Travelling Expenses 285,122 753,300

Total 285,122 753,300

2.32 Earning per share

The amount considered in ascertaining the Company’s earning per share constitutes the net profit/loss after tax. Thenumber of shares used in computing basic earning per share is the weighted average number of shares outstanding duringthe Year. The number of shares used in computing diluted earning per share comprises the weighted average number ofshares considered for deriving basic earning per share and also the weighted average number of shares which could havebeen issued on conversion of all dilutive potential shares.

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(Rs. in Lacs)


Net Profit/(Loss) after tax (and proportionate adjustment for 1,537,146 (42,621,598)dividend on Preference Shares) attributable to equity shareholders (Rs.)

Weighted average number of shares outstanding during 7,438,000 7,438,000the Year – Basic/ diluted (Nos.)

Basic and diluted earning per share (Rs.) 0.21 (-) 5.73

Nominal value per equity share (Rs.) 10 10

2.33 Deferred Tax Liability / (Asset) is as under:(Rs. in Lacs)

Nature of Timing Difference Deferred Tax DTL/(DTA) for Deferred taxLiability as at the Current Liability as at

31st March, 2014 Year(Rs.) 31st March, 2015

Depreciation on Fixed Assets 2,927,972 (49,413) 2,878,559Leave encashment (40,423) (8,665) (49,088)Total 2,887,549 (58,078) 2,829,471

2.34 There are no amounts due to the suppliers covered under the Micro, Small and Medium Enterprises Development Act, 2006:this information takes into account only those suppliers who have responded to the enquiries made by the Company forthis purpose. This has been relied upon by the Auditors.

2.35 In the opinion of the management, the trade receivables, current assets, loans and advances and trade payables areapproximately of the value stated if realized in the ordinary course of business. The provisions for all known liabilities areadequate.

2.36 Status of Various Projects

a) The Company is developing a Group Housing Project “Express Park View” at Plot No GH-10B, Sector CHI-V, GreaterNoida, U.P., located in main Noida- Greater Noida Expressway. This Group Housing has all important facilities andamenities such as well laid out roads and paths, landscaped areas and beautiful parks, street lights and welldesigned services to give world class comfort feeling to the residents. Project consisting of 332 flats in totality,consisting of 2 Bed Rooms and 3 Bed Rooms in sizes varying 831sq.ft. to 1458 sq.ft. The Project is fully Completed inall respect and the company has started giving possession to the unitholders. The Company has booked total 303Flats of varying sizes & out of which the company has given possession of 94 Units in the said project and hascollected the booking amount of Rs. 73.44 Crore for the above said booking of flats till 31.03.2015.

b) The Company had entered into a Partnership “IITL-NIMBUS THE HYDE PARK NOIDA” in April 2010 with M/s IITL ProjectsLtd. & M/s Supertech Ltd. to develop the Group Housing Project “The Hyde Park” at Plot No. GH-03, Sector 78, Noida.The agreed Capital Ratio between the partners is 45:45:10 and profit will be shared in the Weighted Average CapitalRatio. The Hyde Park Project for Residential Development shall encompass all important facilities and amenitiessuch as well laid out roads and paths, landscaped areas and beautiful parks, street lights and well designed servicesto give world class comfort feeling to the residents. Project consisting of 2044 flats in totality. Apartments shall be ofIBHK/ 2BHK/ 3BHK & 4BHK in sizes varying 525sq.ft. to 2428 sq.ft. The Partnership Firm has booked total 1296 Flatsof varying sizes in the said project and has collected the booking amount of Rs. 394.97 Crore for the above saidbooking of flats till 31.03.2015.

c) The Company had entered into a Partnership IITL-NIMBUS THE EXPRESS PARK VIEW - with M/s IITL Projects Ltd. & M/sAssotech Ltd. in April 2011, to develop the Group Housing Project “Express Park View - II” at Plot No. GH-03, Sector CHI-V, Greater Noida. The agreed Capital Ratio between the partners is 47.5:47.5:5 and profit will be shared in theWeighted Average Capital Ratio. The Express Park View II, Project for Residential Development shall encompass allimportant 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 consisting of 1668flats in totality. Apartments shall be of 2BHK/ 3BHK & 4BHK in sizes varying 984 sq.ft. to 2191 sq.ft. The Partnership

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Firm has booked total 662 Flats of varying sizes in the said project and has collected the booking amount of Rs.164.34 Crore for the above said booking of flats till 31.03.2015.

d) The Company had entered into a Partnership IITL-NIMBUS THE PALM VILLAGE - with M/s IITL Projects Ltd. & M/sAssotech Ltd. in June 2011, to develop the Group Housing Project “The Golden Palm Village” at Plot No. GH-03, Sector22A, Greater Noida of Yamuna Expressway Industrial Development Authority. The agreed Capital Ratio between thepartners is 47.5:47.5:5 and profit will be shared in the Weighted Average Capital Ratio. The Golden Palm Village,Project for Residential Development shall encompass all important facilities and amenities such as well laid outroads and paths, landscaped areas and beautiful parks, street lights and well designed services to give world classcomfort feeling to the residents. The Partnership Firm has booked total 211 Flats of varying sizes in the said projectand has collected the booking amount of Rs. 16.11 Crore for the above said booking of flats till 31.03.2015.

e) The company holds the 50% shareholding i.e. (500000 Equity Shares & 11250000 Preference Shares) of M/s “CapitalInfraprojects Pvt. Ltd.”. The company M/s “Capital Infraprojects Pvt. Ltd.” is developing a Group Housing Project atPlot No. GH-01/E, Sector – 168, Noida. The Project “The Golden Palms” shall encompass all important facilities andamenities such as well laid out roads and paths, landscaped areas and beautiful parks, street lights and welldesigned services to give world class comfort feeling to the residents. Project consisting of 1408 flats & 49 CommercialUnits in totality. Apartments shall be of Studio Appt. / 2BHK/ 3BHK & 4BHK in sizes varying 506sq.ft. to 2629 sq.ft. TheCompany M/s “Capital Infraprojects Pvt. Ltd.” has booked total 825 Flats of varying sizes & 22 Commercial Units inthe said project and has collected the booking amount of Rs. 266.07 Crore for the above said bookings till 31.03.2015.

2.37 The Company has increased its share from 90% to 98% in Partnership Firm “INDOGREEN INTERNATIONAL” which is runninga Hotel “The Golden Palms Hotel & Spa”. The said hotel starts in June 2013 & successfully running during the previous year.The Firm is a jointly controlled entity and prepares its own separate financial statements and will be assessed as Firmunder the Income Tax Act.

2.38 The Company during the previous year has sold the 47733 shares (97.58% shares) of M/s Hepta Developers Pvt. Ltd., whichis also a Real Estate Development company, Now M/s Hepta Developers Pvt. Ltd. has ceased to the subsidiary of ourcompany.

2.39 The Company as on 18.03.2015, has formed a wholly owned, Non-Material, Subsidiary Company namely M/s Golden PalmsFacility Management Pvt. Ltd. to providing the maintenance Facility to the Group Housing Projects developing by thecompany individually and also those projects which are developing in Joint Venture. As on 31.03.2015, Company’sContractual Liability is arise to Subscribe the 1,00,000 Fully paid up Equity Shares @ Rs. 10/- Per Share and the said sharesis actually subscribe by the company as on 21.04.2015.

2.40 Finance LeaseThe Company has taken land on finance lease which have been shown as inventory. The lease term is on the basis of theagreement entered into with the lessor. The future minimum lease payment under non cancellable finance lease for each ofthe following periods are as follows:

(Rs. in Lacs)

Particulars As at As at31st March, 2015 31st March, 2014

Not later than 1 year - 12,964,600

Later than 1 year but not later than 5 years - 43,792,196

Later than 5 years - -

Total - 56,756,796

Operating Lease

The Company has given Various office premises on operating lease and during the previous year, The company has receivedrental income of Rs. 1,24,78,440/- (P.Y. 78,29,610/-) from said leased premises.

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The future minimum Lease Rent Income under operating lease for each of the following periods are as under(Rs. in Lacs)

Particulars As at As at31st March, 2015 31st March, 2014

Not later than 1 year 12,678,420 11,759,000

Later than 1 year but not later than 5 years 26,775,000 26,640,000

Later than 5 years 15,540,000 19,980,000

Total 54,993,420 58,379,000

2.41 In compliance with the Accounting Standard 27 on ‘Financial Reporting of Interests in Joint Ventures’ as notified by theCompanies (Accounting Standards) Rules, 2006, the Company has interests in the following jointly controlled entities:

(Rs. in Lacs)

Name of Jointly controlled Entities Nature of Ownership Country ofProject Interest Incorporation

IITL Nimbus The Hyde Park Noida Real Estate 45.00% India(45.00%)

Capital Infraprojects Private Limited Real Estate 50.00% India(50.00%)

IITL Nimbus The Express Park View Real Estate 47.50% India(47.50%)

IITL Nimbus The Palm Village Real Estate 47.50% India(47.50%)

Indogreen International Hotel 98.00% India(90.00%)

Financial interest of the company in jointly controlled entities is as under:

(Rs. in Lacs)

Name of Jointly IITL Nimbus Capital IITL Nimbus IITL Nimbus Indogreencontrolled Entities The Hyde Infraprojects The Express The Palm International

Park Noida Private Limited Park View VillageAssets 1,189,717,045 1,118,354,319 1,000,791,679 491,652,633 390,461,461

(1,058,446,643) (972,340,103) (851,124,526) (451,297,473) (382,917,163)Liabilities 1,093,742,532 976,729,005 1,035,408,820 510,861,557 390,461,461

(973,725,003) (896,633,289) (908,375,752) (469,825,109) (382,917,163)Income 375,631,830 163,606,340 280,212,311 585,440 44,418,967

(359,212,938) (449,064,762) (214,213,607) (1,592,915) (20,574,956)Expenses 373,456,407 155,434,279 257,583,924 1,266,728 79,054,350

(336,617,955) (389,720,856) (225,152,281) (18,799,257) (60,186,745)Tax 2,172,550 2,732,372 (-) 5698 - -

(6,896,482) (17,465,142) (1,452) - -Contingent liability 2,289,588 1,609,240 475,000 475,000 -

(2,289,588) (8,605,959) (475,000) (475,000) -

Notes:a) The Company’s share of assets, liabilities, income and expenditure has been included on the basis of audited financial

information of its Jointly controlled Entities.b) Previous year figures are in brackets.

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2.42 In terms of the accounting policy for revenue recognition, estimates of project costs and revenues are reviewed periodicallyby the management and the impact of any changes in such estimates are recognised in the period in which such changesare determined.

2.43 In accordance with the provisions of Companies Act, 2013, the Company has revised the useful life of its fixed assets tocomply with the life as mentioned under Schedule II of the Companies Act, 2013, and as per the transition provisions, theCompany has adjusted net credit of Rs.2,15,149/- with the opening balances of retained earnings, i.e., surplus in theStatement of Profit and Loss.

2.44 The company is mainly engaged in Real Estate and Infrastructure Development activities which constitute Single PrimaryBusiness Segment as defined under As-17.

2.45 In the absence of sufficient profits, no provisions has been made during the year ended 31.03.2015, for Dividend, on 8%Non – Cumulative, Non – Convertible, Non – Participating, Compulsory Redeemable Preference Shares.

2.46 The Company, was in the process of appointing a Chief Financial Officer as key managerial personnel during the yearended 31.03.2015 and Mr. Jitendra Kumar is appointed as a Chief Financial Officer w.e.f. 14.05.2015.

2.47 Previous year figures have been regrouped, rearranged and/or reclassified wherever necessary to conform to currentyear’s classification.

As per our report of even date




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