NIMBUS PROJECTS LIMITED ANNUAL REPORT

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4 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 sectorspecific 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 as compared with 6.9% in the Fiscal Year According to the National Housing Bank (NHB) Residex Index, residential property prices show an upward trend in the second half of Fiscal 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. 3

5 Needless to mention, Fiscal Year 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 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 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 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) Place : New Delhi Chairman cum Managing Director Date : 10th August 2015 DIN:

6 THE EXPRESS PARK VIEW THE EXPRESS PARK VIEW-II 5

7 THE HYDE PARK THE GOLDEN PALMS 6

8 BOARD S REPORT 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, Financial Performance The salient features of the Company s financial results for the year under review are as follows: (Rs. in Lacs) For the Year Ended For the Year Ended Particulars (Rs. in Lacs) (Rs. in Lacs) Total Income , Profit/(loss) before Interest, Depreciation & Tax (EBITDA) (301.24) Finance Charges Depreciation Provision for Income Tax(including for earlier years) Net Profit/(Loss) After Tax (447.29) Profit/(Loss) brought forward from previous year Amount Available for appropriation 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 *previous year figures have been regrouped/rearranged wherever necessary. Results of operations and state of Company s affairs The total income of the Company for the year ended 31st March, 2015 is Rs lakhs against Rs 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 lacs for the year ended 31st March, 2015 against a loss of Rs 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. 7

9 Earning per Share (Rs.) 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:- 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. 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 Sq.mt. and is situated at Sector 78, Noida. Project consists of approx 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 Sq.mt. and is situated at Plot No GH 01/E, Sector 168, Noida. Project consists of approx flats of varying sizes including Studio Apartments. Possession of flats shall be started from March 2016 in phased manner. 8

10 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 Sq.mt. and is situated at Plot No 10C, Sector CHI V, Greater Noida right on the Expressway. Project consists of approx 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. 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, 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, 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, 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 9

11 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 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, 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 C. Appointment of Director The Board of Directors on the recommendation of the Nomination and Remuneration Committee had appointed Ms. Anu Rai (DIN ) as an Additional Director under the category of Non-Executive, Independent Woman Director with effect from March 28, 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 ) 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. 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, 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, 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 10

12 with the requirements of Clause 49 of the Listing Agreement and Section 178 of the Companies Act, 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; (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 C), 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 11

13 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 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 provisions of section 141 of the Companies Act, 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 ), 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 ) 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: N) 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. 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, 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 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 12

14 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 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 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, 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. 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 detailed 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 ) confirming compliance forms an integral part of this report. 13

15 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 forms part of the corporate governance report. The code of conduct is available at 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 Loans given Investments made Guarantee given Securities provided Amount (in Rs.) NIL Refer note 2.11 Notes to Accounts -Non-Current Investments & Current Investments NIL NIL 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 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, Nil product development or import substitution 14

16 (iii)in case of imported technology (imported during the last three years reckoned Nil from the beginning of the financial year)- (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 Nil the reasons thereof (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. 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 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 , certificate of incorporation of which was received on 18th March 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 as per rule 6 of the Companies (Accounts) Rules, M/s. Capital Infraprojects Private Limited is an Associate Company of Nimbus Projects Limited. 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:

17 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, , 10th Floor, Narain Manzil, 23 Barakhamba Road, New Delhi [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 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; 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); 16

18 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, 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, 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 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. 17

19 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 Date : August 10, 2015 Membership No: A21125 Place: New Delhi Certificate of Practice No:

20 Annexure 1. to Secretarial Audit Report dated 10th August 2015 To, The Members, Nimbus Projects Limited, , 10th Floor, Narain Manzil, 23 Barakhamba Road, New Delhi [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 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, 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; d) The annual report for financial year 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 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. For Ankush Agarwal & Associates Ankush Agarwal Company Secretary Date : August 10, 2015 Membership No: A21125 Place: New Delhi Certificate of Practice No:

21 NOMINATION AND REMUNERATION POLICY Annexure-B 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, 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, 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. 20

22 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. 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. 21

23 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. 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). 22

24 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. 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. 23

25 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. 24

26 Form No. MGT-9 EXTRACT OF ANNUAL RETURN As on the financial year ended on 31st March, 2015 of NIMBUS PROJECTS LIMITED [Pursuant to Section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014] Annexure C I. REGISTRATION AND OTHER DETAILS: i) CIN : L74899DL1993PLC ii) Registration Date : 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 : , 10th Floor, Narain Manzil, 23, Barakhamba Road, contact details New Delhi Tel: ; Fax: nimbusindialtd@gmail.com vi) Whether shares listed on recognized Stock : Yes - BSE Limited Exchange(s) - Yes/No vii) Name, Address and contact details of : Alankit Assignments Limited Registrar and Transfer Agent, if any 2E/21, Alankit House, Jhandewalan Extension,New Delhi Tel: info@alankit.com 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:- S. No. Name and Description of NIC Code of the % to total turnover main products / services Product/service of the company 1 Construction and Real Estate Development % III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES - S. No. Name and address CIN/GLN Holding/Subsidiary/ % of Applicable of the company Associate shares held Section 1 Golden Palms Facility U74140DL2015PTC Subsidiary 100 2(87) Management Pvt. Ltd. Plot-6C, Community Centre, Opp. East Delhi Police, Headquarters, Patparganj, I.P Extension, Delhi Capital Infraprojects Pvt. Ltd. U45400DL2010PTC Associate 50 2(6) Vikas Deep Building, District Center, Laxmi Nagar, Delhi

27 IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity) i) Category-wise Share Holding Category of No. of Shares held at the beginning No. of Shares held at the end Shareholders of the year [As on 01-April-2014] of the year [As on 31-March-2015] Demat Physical Total % of Demat Physical Total % of % Change Total Total during Shares Shares the year A. Promoters (1) Indian a) Individual/ HUF b) Central Govt c) State Govt(s) d) Bodies Corp e) Banks / FI f) Any other Total shareholding of Promoter (A) B. Public Shareholding 1. Institutions a) Mutual Funds b) Banks / FI c) Central Govt d) State Govt(s) e) Venture Capital Funds f) Insurance Companies g) FIIs h) Foreign Venture Capital Funds i) Others (specify) Sub-total (B)(1): Non-Institutions a) Bodies Corp. i) Indian (2.94) ii) Overseas b) Individuals i) Individual shareholders (0.71) holding nominal share capital upto Rs. 1 lakh ii) Individual shareholders (0.13) holding nominal share capital in excess of Rs 1 lakh 26

28 Category of No. of Shares held at the beginning of No. of Shares held at the end Shareholders the year [As on 01-April-2014] of the year [As on 31-March-2015] Demat Physical Total % of Demat Physical Total % of % Change Total Total during Shares Shares the year c) Others (specify) Non Resident Indians Overseas Corporate Bodies Foreign Nationals Clearing Members Trusts Foreign Bodies - D R Sub-total (B)(2): Total Public Shareholding (B)= (B)(1)+ (B)(2) C. Shares held by Custodian for GDRs & ADRs Grand Total (A+B+C) ii) Shareholding of Promoters- S. Shareholder s Name Shareholding at the Share holding at No. beginning of the year the end of the year No. of % of total % of Shares No. of % of total % of Shares % change Shares Shares Pledged/ Shares Shares Pledged/ in share of the encumbered of the encumbered holding company to total company to total during shares shares the year 1 Nem Chand Jain Sunil Jain Anil Jain Bipin Agarwal Bipin Agarwal (HUF) Sahil Agarwal Raj Kumar Agarwal Sunita Agarwal Parveen Tayal Sunil Kumar Devender Goel Ram Kumar Agarwal (HUF) Nimbus Propmart Private Limited (Formerly Nimbus Propmart Limited) 14 Nimbus (India) Limited Nimbus Multicommodity Brokers Limited 16 Yamini Agarwal

29 iii) NIMBUS PROJECTS LIMITED ANNUAL REPORT Change in Promoters Shareholding (please specify, if there is no change) S. Shareholder s Name Shareholding at the Cumulative Shareholding No. beginning of the year during the year No. of shares % of total shares No. of shares % of total shares of the company of the company 1 Nem Chand Jain At the beginning of the year Date wise Increase / Decrease in Promoters No Change Share holding during the year specifying the reasons for increase /decrease (e.g. allotment / transfer / bonus/ sweat equity etc): At the end of the year Sunil Jain At the beginning of the year Date wise Increase / Decrease in Promoters No Change Share holding during the year specifying the reasons for increase /decrease (e.g. allotment / transfer / bonus/ sweat equity etc): At the end of the year Anil Jain At the beginning of the year Date wise Increase / Decrease in Promoters No Change Share holding during the year specifying the reasons for increase /decrease (e.g. allotment / transfer / bonus/ sweat equity etc): At the end of the year Bipin Agarwal At the beginning of the year Date wise Increase / Decrease in Promoters Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc): 12/03/2015 (inter-se transfer amongst the promoters) At the end of the year Bipin Agarwal(HUF) At the beginning of the year Date wise Increase / Decrease in Promoters Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc): 17/12/2014 (Transfer-Market Purchase) /02/2015 (Transfer-Market Purchase) /02/2015 (Transfer-Market Purchase) /03/2015 (Transfer-Market Purchase) /03/2015 (Transfer-Market Purchase) /03/2015 (Transfer-Market Purchase)

30 S. Shareholder s Name Shareholding at the Cumulative Shareholding No. beginning of the year during the year No. of shares % of total shares No. of shares % of total shares of the company of the company 13/03/2015 (Transfer-Market Purchase) /03/2015 (Transfer-Market Purchase) At the end of the year Sunita Agarwal At the beginning of the year Date wise Increase / Decrease in Promoters Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc): (Market Purchase) (Market Purchase) At the end of the year Sahil Agarwal At the beginning of the year Date wise Increase / Decrease in Promoters No Change Share holding during the year specifying the reasons for increase /decrease (e.g. allotment / transfer / bonus/ sweat equity etc): At the end of the year Raj Kumar Agarwal At the beginning of the year Date wise Increase / Decrease in Promoters No Change Share holding during the year specifying the reasons for increase /decrease (e.g. allotment / transfer / bonus/ sweat equity etc): At the end of the year Parveen Tayal At the beginning of the year Date wise Increase / Decrease in Promoters Share holding during the year specifying the reasons for increase /decrease (e.g. allotment / transfer / bonus/ sweat equity etc): 12/03/2015 (Inter-se transfer amongst promoters) At the end of the year Sunil Kumar At the beginning of the year Date wise Increase / Decrease in Promoters Share holding during the year specifying the reasons for increase /decrease (e.g. allotment / transfer / bonus/ sweat equity etc): 12/03/2015 (Inter-se transfer amongst promoters) At the end of the year

31 S. Shareholder s Name Shareholding at the Cumulative Shareholding No. beginning of the year during the year No. of shares % of total shares No. of shares % of total shares of the company of the company 11 Devender Goel At the beginning of the year Date wise Increase / Decrease in Promoters Share holding during the year specifying the reasons for increase /decrease (e.g. allotment / transfer / bonus/ sweat equity etc): 12/03/2015 (Inter-se transfer amongst promoters) At the end of the year Ram Kumar Agarwal(HUF) At the beginning of the year Date wise Increase / Decrease in Promoters No Change Share holding during the year specifying the reasons for increase /decrease (e.g. allotment / transfer / bonus/ sweat equity etc): At the end of the year Nimbus Propmart Private Limited (Formerly Nimbus Propmart Limited) At the beginning of the year Date wise Increase / Decrease in Promoters No Change Share holding during the year specifying the reasons for increase /decrease (e.g. allotment / transfer / bonus/ sweat equity etc): At the end of the year Nimbus (India) Limited At the beginning of the year Date wise Increase / Decrease in Promoters No Change Share holding during the year specifying the reasons for increase /decrease (e.g. allotment / transfer / bonus/ sweat equity etc): At the end of the year Nimbus Multicommodity Brokers Limited At the beginning of the year Date wise Increase / Decrease in Promoters No Change Share holding during the year specifying the reasons for increase /decrease (e.g. allotment / transfer / bonus/ sweat equity etc): At the end of the year

32 S. Shareholder s Name Shareholding at the Cumulative Shareholding No. beginning of the year during the year No. of shares % of total shares No. of shares % of total shares of the company of the company 16 Yamini Agarwal At the beginning of the year 0 0 Date wise Increase / Decrease in Promoters Share holding during the year specifying the reasons for increase /decrease (e.g. allotment / transfer / bonus/ sweat equity etc): (Market Purchase) (Market Purchase) (Market Purchase) At the end of the year (iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs): S. Shareholder s Name Shareholding at the Cumulative Shareholding No. beginning of the year during the year For Each of the Top 10 Shareholders No. of shares % of total shares No. of shares % of total shares of the company of the company 1 Saffron Holdings Private Limited At the beginning of the year 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/ /02/ /03/ /03/ /03/ At the End of the year (or on the date of separation, if separated during the year) 2. Sandeep Kumar Gupta At the beginning of the year Date wise Increase / Decrease in Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc): Increase (Market Purchase) 25/06/ /06/ /07/ /07/ /07/ /07/

33 S. Shareholder s Name Shareholding at the Cumulative Shareholding No. beginning of the year during the year For Each of the Top 10 Shareholders No. of shares % of total shares No. of shares % of total shares of the company of the company 08/07/ /07/ /07/ /07/ /07/ /07/ /07/ /07/ /07/ /08/ /08/ /09/ /09/ /09/ /09/ /10/ /10/ /10/ /10/ /10/ /10/ /10/ /11/ /11/ /11/ /11/2014 (Decrease)(Sale of Shares) /11/ /11/ /11/ /11/ /11/ /11/ /11/ /11/ /11/ /12/ /01/ /01/ /01/ /02/ At the End of the year (or on the date of separation, if separated during the year)

34 S. Shareholder s Name Shareholding at the Cumulative Shareholding No. beginning of the year during the year For Each of the Top 10 Shareholders No. of shares % of total shares No. of shares % of total shares of the company of the company 3 Tanvi Fincap Private Limited At the beginning of the year Date wise Increase / Decrease in Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc): Increase ( ) (Purchase of Shares) At the End of the year (or on the date of separation, if separated during the year) 4 Pushp Investments Private Limited At the beginning of the year Date wise Increase / Decrease in Shareholding No Change during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc): At the End of the year (or on the date of separation, if separated during the year) 5 Bishnu Kumar Agarwal (HUF) At the beginning of the year Date wise Increase / Decrease in Shareholding No Change during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc): At the End of the year (or on the date of separation, if separated during the year) 6 NRI Capital Services Limited At the beginning of the year Date wise Increase / Decrease in Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc): Decrease(Transferred) during the quarter 1/04/ /06/2014: At the End of the year (or on the date of separation, if separated during the year) 7 Anil Kumar At the beginning of the year Date wise Increase / Decrease in Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc): 16/12/2014 :Decrease (Sale of Shares) At the End of the year (or on the date of separation, if separated during the year) 33

35 S. Shareholder s Name Shareholding at the Cumulative Shareholding No. beginning of the year during the year For Each of the Top 10 Shareholders No. of shares % of total shares No. of shares % of total shares of the company of the company 8 Precision Leasing Limited At the beginning of the year Date wise Increase / Decrease in Shareholding No Change during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc): At the End of the year (or on the date of separation, if separated during the year) 9 Bishnu Kumar Agarwal At the beginning of the year Date wise Increase / Decrease in Shareholding No Change during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc): At the End of the year (or on the date of separation, if separated during the year) 10 Anshu Agarwal At the beginning of the year Date wise Increase / Decrease in Shareholding No Change during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc): At the End of the year (or on the date of separation, if separated during the year) (v) Shareholding of Directors and Key Managerial Personnel: S. Name Shareholding at the Cumulative Shareholding No. beginning of the year during the year No. of shares % of total shares No. of shares % of total shares of the company of the company DIRECTORS: 1 Bipin Agarwal At the beginning of the year Date wise Increase / Decrease in 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 amongst promoters) At the End of the year

36 S. Name Shareholding at the Cumulative Shareholding No. beginning of the year during the year No. of shares % of total shares No. of shares % of total shares of the company of the company 2 Mr. Lalit Agarwal At the beginning of the year Date wise Increase / Decrease in Promoters No Change Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc): At the End of the year Mr. Surinder Singh Chawla At the beginning of the year Date wise Increase / Decrease in Promoters No Change Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc): At the End of the year Mr. Partap Singh Negi At the beginning of the year Date wise Increase / Decrease in Promoters No Change Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc): At the End of the year Mr. Mukesh Gupta At the beginning of the year Date wise Increase / Decrease in Promoters No Change Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc): At the End of the year Ms. Anu Rai At the beginning of the year Date wise Increase / Decrease in Promoters No Change Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc): At the End of the year 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 Date wise Increase / Decrease in Promoters No Change Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc): At the End of the year

37 S. Name Shareholding at the Cumulative Shareholding No. beginning of the year during the year No. of shares % of total shares No. of shares % of total shares of the company of the company 2 Swatantra Kumar Sethi (Appointed as Company Secretary and Compliance Officer w.e.f March 30, 2015) At the beginning of the year Date wise Increase / Decrease in Promoters No Change Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc): At the End of the year V INDEBTEDNESS Indebtedness of the Company including interest outstanding/accrued but not due for payment Secured Loans Unsecured Deposits Total excluding deposits Loans (In Rs.) (In Rs.) Indebtedness (In Rs.) (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/- 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/- 36

38 VI REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL A. Remuneration to Managing Director, Whole -time Directors and /or Manger: S. No. Particulars of Remuneration Name of MD/WTD/ Manager Bipin Agarwal 1 Gross salary 36,00,000/- a) Salary as per provisions contained in 36,00,000/- section 17(1) of Income-tax Act, 1961 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, Stock Option 3 Sweat Equity 4 Commission as % of profit 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: (Amt in Rs.) S. Particulars of Remuneration Name of Directors Total No. Amount 1 Independent Directors Mr. Surinder Mr. Partap Mr. Mukesh Ms. Anu Singh Chawla Singh Negi Gupta Rai Fee for attending Board and Committee meetings Commission Others, please specify Total (1) Other Non-Executive Directors Mr. Lalit Agarwal Fee for attending Board and Committee meetings Commission Others, please specify Total (2) Total (B)=(1+2) Total Managerial Remuneration Overall Ceiling as per the Act Ceiling on Sitting Fees as prescribed under the Act is Rs.1,00,000/- per meeting 37

39 C. Remuneration to Key Managerial Personnel Other Than MD/Manager /WTD (Amt in Rs.) S. Particulars of Remuneration Key Managerial Personnel Total No. Amount CEO Company Secretary Company Secretary CFO (Neha Bhatia) (Swatantra Kr. Sethi) 1 Gross Salary Not 6,64,782/- 4032/- Not 6,68,814 Applicable Applicable a) Salary as per provisions contained 6,64,782/- 4032/- in Section 17(1) of the Income - Tax Act, 1961 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, Stock Option 3 Sweat Equity 4 Commission as % of profit others, specify 5 Others, please specify Total 6,64,782/- 4032/- 6,68,814 VII PENALTIES/PUNISHMENT/COMPOUNDING OF OFFENCES: Type Section of the Brief Details of Penalty Authority Appeal made, Companies Act Description / Punishment [RD / NCLT/ if any (give / Compounding COURT] Details) fees imposed A. COMPANY Penalty NIL Punishment Compounding B. DIRECTORS Penalty Punishment Compounding C. OTHER OFFICERS IN DEFAULT Penalty Punishment Compounding NIL NIL 38

40 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, ANNEXURE-D 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 nature of Nature of Duration of Salient terms Date(s) of Amount paid Related Party relationship contracts/ the contract/ of the contracts approval by as advances, arrangements/ arrangements/ or arrangements the Board, if any transactions transactions or transactions including if any the value, if any 1. Hepta Developers Subsidiary of Leave & License 11 months Leave & License May 28, 2014 NIL Private Limited the Company Agreement for Agreement for premises situated premises situated at 109, Vikasdeep at 109, Vikasdeep Building, District Building, District Centre, Laxmi Nagar, Delhi Centre, Laxmi Nagar, Delhi at a monthly rent of Rs. 10,000/- (Rupees Ten Thousands only). 2. Nimbus Propmart Group Company Purchase of flats N.A. Purchase of flats November Rs. Limited bearing number J-203, 12, ,00,000/- 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 3. Nimbus Propmart Group Company Letting out of 11 months Letting out of property November NIL Limited property situated situated at A,5th 12, 2014 at A,5th Floor, Narain Manzil, Floor, Narain Manzil, 23 Barakhamba Road, 23 Barakhamba New Delhi at Road, New Rs.50,000/- (Rupees Fifty Delhi Thousands only). Place: New Delhi Date: August 10, 2015 Bipin Agarwal Chairman cum Managing Director DIN

41 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. ANNEXURE-E Name Designation Remuneration paid Remuneration paid %Increase in Ratio of remuneration FY FY remuneration to Median remuneration Rs. In Lacs Rs. In Lacs from previous of employees (Including year whole time directors) Mr. Bipin Agarwal Chairman cum Managing Director Mr. Lalit Agarwal Non Independent Non 0.25(Sitting Fees) 0.275(Sitting Fees) Executive Director Mr. Surinder Singh Independent Director 0.25(Sitting Fees) 0.25(Sitting Fees) Chawla Mr. Partap Singh Negi Independent Director 0.25(Sitting Fees) 0.25(Sitting Fees) Mr. Mukesh Gupta Independent Director 0.225(Sitting Fees) 0.25(Sitting Fees) Ms. Anu Rai** Independent Director Ms. Neha Bhatia*** Company Secretary & % 1.33 Compliance Officer Mr. Swatantra* Company Secretary & Kr. Sethi Compliance Officer *Appointed with effect from 30th March, ** Appointed with effect from 31st March, ***Resigned with effect from 31st March, The number of permanent employees on the role of the Company as on 31st March, 2015 is 7 (Seven) Percentage increase in remuneration of each Director, Company Secretary in the financial year Name Designation % increase in remuneration in the Financial Year Ms. Neha Bhatia Company Secretary & 2.77% Compliance Officer Percentage increase in the median remuneration of employees in the financial year : The median remuneration of employees (including whole-time directors) was Rs /-and Rs /- In the financial year and 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 Total Revenue Aggregate Remuneration of KMP s as a % of Total Revenue 2.01% Variations in the Market Capitalisation of the Company, Price Earning Ratio as at closing date of the Current Financial year and previous Financial Year. Particulars (Rs. In lacs) (Rs. In lacs) % Variation Market Capitalisation( Rs. Lacs) % Price Earnings Ratio (7.47) % 40

42 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 , 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 % The Percentage increase in the Managerial Remuneration 5% Comparison of each remuneration of the Key Managerial Personnel against the performance of the Company: Name Designation Remuneration for Remuneration as a Remuneration as a FY % of Total Revenue % of Profit before tax Rs. In Lacs Mr. Bipin Agarwal Chairman cum Managing Director % 44.87% Ms. Neha Bhatia Company Secretary & Compliance Officer % 8.29% Mr. Swatantra Kr. 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 Remuneration for Ratio to the highest paid Director in excess the highest paid director (Rs. In Lacs) during the year 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. Date: August 10, 2015 Place: New Delhi On behalf of the Board Bipin Agarwal Chairman cum Managing Director DIN

43 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 as compared with 6.9% in the Fiscal Year 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 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 lakhs against Rs lakhs during the previous financial year an increase of 5.96%. The Company posted a net profit of Rs lacs for the year ended 31st March, 2015 against a loss of Rs 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. 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. 42

44 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. 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. 43

45 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 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 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 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 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 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; 44

46 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 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. 45

47 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. 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. 46

48 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. 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. 47

49 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. 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. 48

50 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. Composition of Board as on 31st March, 2015: Name Designation Category Date of Directorships* Committee Committee Appointment Chairmanships** Memberships** Mr. Bipin Agarwal Chairman cum Executive Director 01/09/ Managing Director (Promoter) Mr. Lalit Agarwal Director Non-executive 19/07/ NIL 2 Non- Independent Mr. Surinder Singh Director Independent 19/07/ Chawla Non-executive Mr. Partap Singh Negi Director Independent 30/03/ Non-executive Mr. Mukesh Gupta*** Director Independent 10/06/ Non-executive Ms. Anu Rai Director Independent 28/03/ NIL NIL Non-executive 49

51 * 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 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 are: Date of the Meeting Total Strength of the Board No. of Directors present 21/04/ /04/ /05/ /05/ /08/ /11/ /01/ /02/ /03/ 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. 50

52 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. 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 ( 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, 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: ) 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 51

53 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, Currently he holds the position of the Chairman cum Managing Director of the Company. He holds equity shares of the Company in his name as on 31st March, Mr. Bipin Agarwal is not related to any other Director of the Company. Mr. Lalit Agarwal (DIN: ) 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: ) 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, 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. 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: ) 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, 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: ) holds Diploma in Engineering from Aligarh Muslim University and passed out in the year 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, 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, Ms. Anu Rai (DIN: ) 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 52

54 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, 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. 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; 53

55 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, 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; 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 Committee shall mandatorily review the following information: Management discussion and analysis of financial condition and results of operations; 54

56 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, Attendance of Members at the Audit Committee Meetings: S.No Name of the Director No. of meetings No. of meetings attended held 1 Mr. Surinder Singh Chawla - Chairman 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 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. Pursuant to resignation of Ms. Neha Bhatia as a Company Secretary w.e.f 31st March 2015 she ceases to be the 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; 55

57 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 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, Attendance of Members at the Nomination and Remuneration Committee Meetings: S.No Name of the Director No. of meetings No. of meetings attended held 1 Mr. Partap Singh Negi - Chairman Mr. Surinder Singh Chawla 5 3 Mr. Mukesh Gupta 4 4 Ms. Neha Bhatia Secretary* 5 *Ms. Neha Bhatia resigned w.e.f 31st March

58 The details of remuneration paid /payable to the Directors for the Financial Year, are given hereunder: (Amount in Rs.) Name Number of Salary Perquisites Contribution Commission/ Sitting Total shares held to PF Incentive Fees Mr. Bipin Agarwal Mr. Lalit Agarwal NIL Mr. Surinder Singh Chawla NIL Mr. Partap Singh Negi NIL Mr. Mukesh Gupta NIL Ms. Anu Rai* NIL *Ms. Anu Rai Appointed w.e.f 28th March 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 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, Pursuant to resignation of Ms. Neha Bhatia as a Company Secretary w.e.f 31st March 2015 she ceases to be the 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. 57

59 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, Attendance of Members at the Stakeholders Relationship Committee Meetings: S.No Name of the Director No. of meetings No. of meetings attended held 1 Mr. Mukesh Gupta - Chairman Mr. Surinder Singh Chawla 5 3 Mr. Lalit Agarwal 4 4 Ms. Neha Bhatia Secretary* 5 *Ms. Neha Bhatia resigned w.e.f 31st March 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, 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 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, 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 This code is applicable to all promoters, 58

60 directors, Key Managerial Personnel and designated Persons. The new code is available on the website of the company at 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, Board of Directors has formulated a policy for determining material subsidiaries and the policy is available on the website of the Company 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 as per rule 6 of the companies (Accounts) rules, 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. Place : New Delhi Date : August 10, (Bipin Agarwal) Chairman cum Managing Director DIN: 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 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

61 and unaudited quarterly results for the quarter ended on 30th June 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. 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 , 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 on a quarterly basis. The audited financial statements of the Company for the financial year 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 During the year the Company has not issued any official news release and no presentation was made to institutional investors or to the analysts. 60

62 6. General body Meetings Details of location and time for last three annual general meetings are given hereunder: Year Location Date Time Plot 6-C, Community Centre, 29th September, A.M. Mandawali, Fazalpur, Delhi The Golden Palms Hotels & Spa, 30th September, A.M. Plot No. 6-C, Community Centre, Opp. East Delhi Police Headquarters, Patparganj, I.P. Extension, Delhi The Golden Palms Hotels & Spa, 30th September, A.M. Plot No. 6-C, Community Centre, Opp. East Delhi Police Headquarters, Patparganj, I.P. Extension, Delhi Details of Special Resolutions passed in the previous three Annual General Meetings are furnished hereunder: Year Description of Special Resolution Date of Passing No Special Resolution passed Re-appointment of Managing Director for three years with 30th September, 2013 effect from 31st august, i. To approve Borrowing Limits of the Company under 30th September 2014 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. 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. 7. General Shareholder Information Company Registration Details Registered Office Address Annual General Meeting (Day, Date, Time and Venue) L74899DL1993PLC , 10th Floor, Narain Manzil, 23 Barakhamba Road, New Delhi Wednesday, 30th September, 2015 at a.m. at The Golden Palms Hotels and Spa Plot 6C, Community Centre, Opposite East Delhi Police Headquarters, Patparganj, I.P.Extension, Delhi

63 Financial Year The Financial Year of the Company starts from 1st April and ends on 31st March of the succeeding year. Book Closure Dates Wednesday 23rd September, 2015 to Wednesday 30th September, 2015 (both days inclusive). Tentative Calendar of Board For the quarter ended 30th June, 2015 on 10th August, 2015; Meetings for the Financial For the quarter and half year ended 30th September, 2015 by 2nd Year week of November, 2015; For the quarter ended 31st December, 2015 by 2nd week of February, 2016; For the quarter and year ended 31st March, 2016 by the end of May, Listing on Stock Exchanges The equity shares of the Company are listed on BSE. Stock Code The BSE Scrip code of Equity Shares is ISIN Number Listing Fees Custodian Fees Share Transfer Agent Share Transfer System Outstanding GDRs/ADRs/Warrants/ convertible instruments and their impact on Equity INE875B01015 The listing fees of BSE for Financial Year has been paid. 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. Alankit Assignments Limited, 2E/21, Alankit House, Jhandewalan Extn., Karol Bagh, New Delhi 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. The company has not issued any GDR, ADR, Warrant or Convertible Instrument. Market Price Data and the volume of the Company s shares traded on BSE during the year ended 31st March, 2015 are as follows: 62

64 Market Price Data and the volume of the Company s shares traded on BSE during the year ended 31st March, 2015 are as follows: Month Share price of Nimbus Projects Limited on BSE BSE Sensex Index High Low Volume High Low (In Rs.) (In Rs.) (In Nos.) April , , May , , June ,78,288 25, , July ,39,534 26, , August ,21,221 26, , September ,83,417 27, , October ,06,351 27, , November ,07,988 28, , December ,58,047 28, , January ,908 29, , February ,63,080 29, , March ,09,012 30, , Distribution of Shareholding as on 31st March, 2015 S. Category No. of % of No Shares held Shareholders A. Promoters Holding Indian Promoters 55,59, Foreign Promoters Person acting in concert SUB TOTAL (A) 55,59, B. Non Promoters Holding 1 Institutional Investors Mutual Fund and UTI Banks, Financial Institutions Insurance companies, Cental / State Govt. Institutions/ Non Government Institutions FII s SUB TOTAL (B1) 2 Others Private Body Companies 5,14, Indian Public 13,63, NRIs (Including Foreign Company) Sub- Total (B2) 18,78, Sub Total (B) = B1+B2 18,78, Grand Total (A+B) Total Shareholders 74,38,

65 Distribution of shareholding as on 31st March, 2015 S. Range of Shares No. of Share % of No. of % Share- No. Holders Shareholders Shares held holding 1 Upto ,72, ,001 10, ,51, ,001 50, ,15, ,001 1,00, ,14, ,00,001 and above ,84, Total ,38, Shares held in dematerialised and physical form The shares of the Company are traded compulsorily in demat mode from 25th July, 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. Address for Correspondence: 1. Share Transfer Agent Alankit Assignments Limited 2E/21, Alankit House, Jhandewalan Extn. Karol Bagh, New Delhi Ph , Fax: Web: info@alankit.com (For Grievances) 2. Nimbus Projects Limited , 10th Floor, Narain Manzil, 23 Barakhamba Road, New Delhi Ph Fax: Web: nimbusindialtd@gmail.com 64

66 To The Board of Directors Nimbus Projects Limited New Delhi CERTIFICATE PURSUANT TO CLAUSE 49 (IX) OF THE LISTING AGREEMENT 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 Date : August 10, 2015 (CFO) (Chairman cum Managing Director) DIN

67 CERTIFICATE ON COMPLIANCE WITH THE CONDITIONS OF CORPORATE GOVERNANCE UNDER CLAUSE 49 OF THE LISTING AGREEMENT To, The Members, Nimbus Projects Limited, , 10th Floor, Narain Manzil, 23 Barakhamba Road, New Delhi [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. For Ankush Agarwal & Associates Ankush Agarwal Company Secretary Place : New Delhi Membership No. A21125 Date : August 10, 2015 Certificate of Practice No

68 INDEPENDENT AUDITORS REPORT ON FINANCIAL STATEMENTS To The Members of NIMBUS PROJECTS LIMITED Report on the Financial Statements We have audited the accompanying financial statements of NIMBUS PROJECTS LIMITED ( the Company ) which comprise the Balance Sheet as at 31 st March, 2015, the Statement of Profit and Loss and the Cash Flow Statement for 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 the financial position and financial performance and cash flows of the Company in accordance with the Accounting principles generally accepted in India including the Accounting Standards specified under section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rule, This responsibility also includes maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding the assets of the company and for preventing and detecting frauds and other irregularities, selection and application of appropriate accounting policies, making judgments and estimated that are reasonable and prudent, and design, implementation and maintenance of internal control, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and 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 are required 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 obtain reasonable 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 the financial statements. The procedures selected depend on the auditor s judgment including the assessment of the risks of material misstatements of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers the internal control relevant to the Company s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company s internal control. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimate 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 audit opinion. Opinion In our opinion and to the best of our information and according to the explanation given to us, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India : 67

69 a) In the case of the Balance Sheet, of the state of affairs of the Company as at 31 st 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 Government of India in term of Sub Section (11) of Section 143 of the Companies Act, 2013 we give in the Annexure a statement 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 were necessary 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 it appears 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 are in agreement with books of accounts; iv) In our opinion, the Balance Sheet, Statement of Profit and Loss and the Cash Flow Statement, comply with the Accounting Standards referred to in section 133 of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, v) On the basis of written representation received from the directors, as on March, 31, 2015 taken on record by board of directors, none of the directors is disqualified as on March, 31, 2015 from being appointed as a director in term of Sub-Section (2) of Section 164 of the Companies Act, vi) In our opinion and to the best of our information and according to the explanation give to us, we report as under with respect to other matters to be included in the Auditor s Report in accordance with Rule 11 of the 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, for material foreseeable losses, if any, and as required on long term contracts. The Company does not have any derivative contracts. iii) There has not been any occasion in case of the company during the year under report to transfer any sums to the investor Education and Protection Fund. The question of delay in transferring such sums does not arise. For ANIL PRAHALAD & CO. CHARTERED ACCOUNTANTS Firm Regn. No. : C Place : Delhi Date : (ANIL KUMAR) Prop. Membership No. :

70 ANNEXURE TO THE INDEPENDENT AUDITORS REPORT (Referred to in paragraph 1 under Report on Other Legal and Regulatory Requirements section of our report of even date) 1. In respect of Fixed Assets (a) (b) (c) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets. According to information and explanation given to us, all the assets have been physically verified by the management during the year under the regular programme of verification which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification. During the year, no part of the fixed assets of the Company was disposed off. 2. In respect of Inventory (a) (b) (c) Company s Inventory comprises project under construction / development (Work In Progress) and trading stock of Commercial & Residential Units. As explained to us, the inventories were physically verified by the management at reasonable intervals during the previous year, which in our opinion is reasonable. In our opinion and according to the information and explanation given to us, the procedures of physical verification of inventories followed by the management were reasonable and adequate in relation to the size of the company and the nature of its business. In our opinion and according to the information and explanation given to us, the company has maintained proper 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 maintained under Section 301 of the Companies Act, In our opinion and according to the information and explanation given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchases of 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 no major weakness in internal control system. 5. In our opinion and according to the information and explanation given to us, the Company has not accepted any deposit during the year from the public to which the directives issued by the Reserve bank of India and the Provisions of section 73 to 76 or any other relevant provisions of the Companies Act, 2013 and the rules framed there under apply, or an order has been passed by Company Law Board or National Company law Tribunal 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 (Cost Records 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 records have been maintained. We have however, not made a detailed examination of the cost records with a view to determine whether these are accurate or complete. 69

71 7. (a) The Company is regular in depositing with appropriate authorities, undisputed statutory dues including Income 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 at 31 st March, 2015 for a period of more than six months from the date they become payable. (b) (c) 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 31 st March 2015, which have not been deposited with the appropriate authorities on account of any dispute. According to the information and explanation given to us, no amount was required to be transferred to investor education and protection fund in accordance with the relevant provisions of the Companies Act, The Company does not have accumulated loss at the end of the financial year. The Company has not incurred any cash losses during the financial year covered by our audit however in the immediately preceding financial year the company had incurred cash losses. 9. In our opinion and according to the information and explanations given to us, the Company has not defaulted in 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 loans taken by others from banks or financial institutions. Accordingly, the provisions of clause 3(x) of the order are not applicable to the Company. 11. According to information and explanation given to us, the term loans have been applied for the purpose for which they were raised. 12. According to information and explanation given to us, no fraud of material significance on or by the Company has been noticed or reported during the year. For ANIL PRAHALAD & CO. CHARTERED ACCOUNTANTS Firm Regn. No. : C Place : Delhi Date : (ANIL KUMAR) Prop. Membership No. :

72 BALANCE SHEET AS AT 31ST MARCH, (Amount in Rs.) Particulars Note As At As At No. 31 st March, st March, 2014 I. EQUITY AND LIABILITIES (1) Shareholders Funds (a) Share Capital ,380, ,380,000 (b) Reserves and Surplus ,485, ,163,344 II. (2) Non-Current Liabilities (a) Long-Term Borrowings 2.3 1,436,454 4,154,489 (b) Trade Payables ,792,196 (c) Other Long Term Liabilities ,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 ,482,620 25,277,469 (d) Short-Term Provisions 2.9 6,800,000 - TOTAL 1,223,132,784 1,351,324,092 ASSETS Non-Current Assets (1) (a) Fixed Assets Tangible Assets ,444,896 76,997,416 (b) Non-Current Investments ,275, ,124,084 (c) Long-Term Loans and Advances ,808,578 1,813,526 (d) Other Non Current Assets ,183,855 1,096,421 (2) Current Assets (a) Current Investments ,000,000 30,000,000 (b) Inventories ,815, ,831,851 (c) Trade Receivables ,838, ,920,171 (d) Cash and Cash Equivalents ,915, ,316,208 (e) Short-Term Loans and Advances ,770,476 72,004,007 (f) Other Current Assets ,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 attached FOR ANIL PRAHALAD & Co. For and on behalf of the Board of Directors Chartered Accountants (Firm Reg. No C) CA ANIL KUMAR BIPIN AGARWAL LALIT AGARWAL Prop. (Chairman & Mg. Director) (Director) (Membership No. : ) DIN DIN Place : Delhi JITENDRA KUMAR S. K. SETHI Date : (Chief Financial Officer) (Company Secretary)

73 STATEMENT OF PROFIT & LOSS FOR THE YEAR ENDED 31ST MARCH, 2015 (Amount in Rs.) Particulars Note Year Ended Year Ended No. 31 st March, st March, 2014 I. Revenue from Operations ,418, ,119,351 II. Other Incomes ,660,856 26,026,397 III. Total Revenue 212,079, ,145,748 IV. Expenses: Cost of Construction/Sales ,618, ,753,524 Finance Costs ,674 2,611,077 Share of Loss in Partnership Firms 12,679,713 52,056,855 Administrative and Selling Expenses Employee Benefit Expenses ,574,881 2,759,872 Other Expenses ,237,205 22,698,993 Depreciation and Amortization 8,537,897 6,847,853 Total Expenses 204,056, ,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 1 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. Chartered Accountants (Firm Reg. No C) For and on behalf of the Board of Directors CA ANIL KUMAR BIPIN AGARWAL LALIT AGARWAL Prop. (Chairman & Mg. Director) (Director) (Membership No. : ) DIN DIN Place : Delhi JITENDRA KUMAR S. K. SETHI Date : (Chief Financial Officer) (Company Secretary) 72

74 CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2015 (Amount in Rs.) Particulars Year ended Year ended A. CASH FLOW FROM OPERATING ACTIVITIES Profit/(Loss) before tax 8,023,059 (39,582,427) Adjustment for Depreciation on fixed assets 8,537,897 6,847,853 Share of Profit / Loss from Partnership Firms 12,679,713 52,056,855 Interest Expenses 408,674 2,611,077 Interest 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 capital Adjustment for (increase)/decrease in operating assets: Inventories 28,015,880 18,971,723 Trade 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 1,159,969 Other 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 4,528,204 Other current liabilities 205, ,975 Cash generated from operations 43,517,641 (12,886,223) Income Tax Paid (256,009) 4,558,219 Interest 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 ACTIVITIES Purchase of fixed assets (200,525) (11,404,888) Purchase of Non- current investments (88,151,343) - Sale of current investments 15,000,000 15,007,092 Sale of Non-current investments - 16,755,509 Interest Income 14,997,776 22,488,976 Profit/ Loss on sale of Investments 11,663,080 3,537,421 Share 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) 73

75 (Amount in Rs.) Particulars Year ended Year ended 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) 186,433,055 NET 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, ,316,208 NET 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 1,096,421 1,183,855 1,096,421 As per our report of even date FOR ANIL PRAHALAD & Co. Chartered Accountants (Firm Reg. No C) For and on behalf of the Board of Directors CA ANIL KUMAR BIPIN AGARWAL LALIT AGARWAL Prop. (Chairman & Mg. Director) (Director) (Membership No. : ) DIN DIN Place : Delhi JITENDRA KUMAR S. K. SETHI Date : (Chief Financial Officer) (Company Secretary) 74

76 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 one Residential Project Express Park View in Greater Noida. Apart from developing its own Project, the company is undertaking development through Special Purpose Vehicle / Joint Venture (SPV / JV). The company is developing four Residential Projects in Joint 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 delayed payment by customers, administrative charges recovered from customers and expenditure on compensation/ penalty for project delay, which are accounted for at the time of acceptance/ settlement with the customers due to uncertainties with regard to determination of amount receivable/ payable) and are in accordance with the Generally Accepted Accounting Principles in India (Indian GAAP) to comply with the Accounting Standards notified under the Companies (Accounting Standards) Rules, 2006 read with Rule 7 of the Companies (Accounts) Rules, 2014 in respect of Section 133 of the Companies Act, The preparation of financial statements requires the Management to make estimates and assumptions considered in the reported amounts of assets and liabilities (including contingent liabilities) as of the date of the financial statements and the reported income and expenses during the reporting period. Management believes that the estimates used in preparation 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 construction are treated as soon the assets become operational and ready for use. Borrowing cost, if any, directly attributable to the acquisition and / or construction of fixed asset, until the date assets are ready for its intended use, are capitalized as a part of the cost of that asset subject to the provisions of impairment of the assets. Intangible assets are recognized only if it is probable that the future economic benefits that are attributable to the assets will flow to the enterprise and the cost of the assets can be measured reliably. Expenditure on an intangible item is expensed when incurred unless it forms part of the cost of intangible asset that meets the recognition criteria. Intangible assets are stated at cost of acquisition and are 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 the rates prescribed in Schedule XIV to The Companies Act, b) Effective from 1st April, 2014, depreciation is provided on Written Down Value Method as prescribed in Schedule II to the Companies Act, c) Depreciation on additions / deletion to fixed assets is provided on proportionate basis according to the date of addition / deletion. 1.4 Investments Long term investments are stated at cost. A provision for diminution is made to recognise a decline, if any, other than temporary 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 & Family Pension and contribution paid or payable is recognized as an expense in the period in which services are rendered by the employees. 75

77 The employees gratuity fund scheme managed by Life Insurance Corporation of India is a defined benefit plan. The present value of obligation is determined based on actuarial valuation using the Projected Unit Credit Method, which recognizes each period of service as giving rise to additional unit of employee benefit entitlement and measures each unit separately to 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 for the period until the assets are ready for its intended use. A qualifying asset is an asset that necessarily takes substantial period of time to get ready for its intended use. Other borrowing costs are recognised and capitalised and are included in Capital 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 tax authorities in accordance with the Income-tax Act, Deferred income taxes reflect the impact of current year timing differences 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 extent that there is reasonable certainty that sufficient future taxable income will be available against which such deferred tax assets can be realised. Deferred tax asset on account of carried forward losses and unabsorbed depreciation are recognised only to the extent that there is virtual certainty supported by convincing evidence that sufficient future taxable income will be available against 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 an outflow 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 to settle the obligation at the balance sheet date. Contingent liabilities, if material, are disclosed by way of notes. Contingent assets are not recognised or disclosed in the financial statement Revenue Recognition a) Revenue from constructed properties is recognised on the percentage of completion method. Sale consideration as per the duly executed agreements to sell/application forms (containing salient terms of agreement to sell), is recognised as revenue based on (i) the percentage of actual project costs incurred thereon to total estimated project cost, subject to such actual cost incurred (excluding land acquisition cost) being 25 per cent or more of the total estimated project cost (excluding land acquisition cost) and (ii) when at least 25 per cent of the saleable project area is secured by contracts or agreements with buyers and at least 10 per cent of the total revenue are realised. Income is recognised when it is not unreasonable to expect ultimate collection and no significant uncertainty exists regarding the amount of consideration. The estimates of the saleable area and costs are reviewed periodically and effect of any changes in such estimates is recognised in the period in which such changes are determined. However, when the total project cost is 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 the partnership firm Cost of Construction/ Development Cost of Construction/ Development (including cost of land) incurred is charged to the Statement of Profit and Loss proportionate to project area sold. Adjustments, if required, are made on completion of the respective projects Foreign Currency Transaction Foreign currency transaction is recorded at the rates of exchange prevailing on the date of the transactions. Exchange 76

78 differences arising on foreign currency transactions are recognized as income or as expenses and accordingly debited or credited to profit and loss account Borrowing Cost Borrowing costs that are directly attributable to the acquisition or construction of qualifying assets are capitalized for the period until the asset is ready for its intended use. A qualifying asset is an asset that necessarily takes substantial period of time to get ready for its intended use. All other borrowing costs are expensed in the period they occur Segment Reporting The Company is mainly engaged in Real Estate and Infrastructure Development activities which constitute Single Primary Business Segment as defined under Accounting Standard 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 year in which they due. b) Finance lease Leases where the lessor effectively transfers substantially all the risks and rewards incident to ownership of an asset are classified as Finance leases. The Company has taken a Plot of Land on finance lease from Greater Noida Industrial Development Authority (GNIDA) Accounting for Joint Ventures The Company s investments in jointly controlled entities is reflected as investment and accounted for in accordance with the company s accounting policy of investments. 77

79 NOTES TO THE FINANCIAL STATEMENTS AS AT 31ST MARCH, 2015 NOTE 2.1 : SHARE CAPITAL (Amount in Rs.) Particulars As At As At 31 st March, st March, 2014 Authorised 2,50,00,000 (Previous year 2,50,00,000) Equity Shares of Rs.10/- each 250,000, ,000,000 2,00,00,000 (Previous year 2,00,00,000) Preference Shares of Rs.10/- each 200,000, ,000, ,000, ,000,000 Issued, Subscribed and Paid-up 74,38,000 (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 Redeemable Preference Shares of Rs.10/- each fully paid-up 200,000, ,000,000 a) Shareholders holding more than 5% shares 274,380, ,380,000 Equity Shares Number of % Holding Number of % Holding Shares held Shares held M/s. NIMBUS INDIA LTD. 1,822, % 1,822, % M/s. NIMBUS MULTICOMMODITY BROKERS LTD. 798, % 798, % M/s. NIMBUS PROPMART PVT. LTD. 774, % 774, % Mr. BIPIN AGARWAL 679, % 594, % M/s BIPIN AGARWAL (HUF) 514, % 306, % Mrs. SUNITA AGARWAL 504, % 453, % Preference Shares M/s. Pabla Leasing & Finance Pvt. Ltd. 5,300, % 5,300, % M/s. Intellectual Securities Pvt. Ltd. 5,200, % 5,200, % M/s. Padma Estates Pvt. Ltd. 4,900, % 4,900, % M/s. Giri Financial Services Pvt. Ltd. 4,600, % 4,600, % b) Reconciliation of the number of shares outstanding (Amount in Rs.) Particulars As At As At 31 st March, st March, 2014 Number of Equity Share at the beginning 7,438,000 7,438,000 Add: 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 20,000,000 Add: Shares issued during the year - - Number of shares at the end 20,000,000 20,000,000 78

80 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 shares is entitled for one vote and upon a poll shall have voting rights in proportion to the shares of the paid up capital of the Company held by them. The dividend, if any, proposed by the Board of Directors is subject to the approval of the shareholders in the Annual General Meeting. In the vent of liquidation, the equity shareholders are entiteled to receive the remaining assets 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, Compulsory Redeemable Preference Shares of Rs. 10/- each (at a premium of Rs. 40/- on each Preference Share) to be redeemed after 15 years at a premium of Rs. 100/- on each Preference Share but which may be redeemed at the option of the Company at any time after 2 years at a fixed premium of Rs. 40/- on each Preference Share and an additional Rs. 4/- per year till these Preference Shares are redeemed. These shares carry no voting rights and the said shares are Non-convertible into equity shares. As per records of the Company, including its register of shareholders/members and other declarations received from shareholders regarding beneficial interest, the above shareholding represents both legal and beneficial ownerships of shares. NOTE : RESERVES AND SURPLUS (Amount in Rs.) Particulars As At As At 31 st March, st March, 2014 Securities Premium Account Opening Balance 800,000, ,000,000 Add: Received during the year on issue of Preference Shares - 168,000,000 Closing balance 800,000, ,000,000 Statement of Profit and Loss Opening balance 73,163, ,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 73,163,344 NOTE : LONG-TERM BORROWINGS 874,485, ,163,344 (Amount in Rs.) Particulars As At As At 31 st March, st March, 2014 Secured Loan - From Banks 1,436,454 4,154,489 (Vehicle Loans are secured by hypothecation of Vehicles against which the loan have been taken) 1,436,454 4,154,489 79

81 NOTE : TRADE PAYABLES (refer Note 2.34) (Amount in Rs.) Particulars As At As At 31 st March, st March, 2014 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 lease deed executed on NOTE : OTHER LONG-TERM LIABILITIES (Amount in Rs.) Particulars As At As At 31 st March, st March, 2014 Retention Money / Security Deposits 11,277,126 8,776,897 Interest Free Maintenance Security 13,504, ,781 NOTE : SHORT-TERM BORROWINGS 24,782,091 9,347,678 (Amount in Rs.) Particulars As At As At 31 st March, st March, 2014 Loan Repayable on Demand - - From Companies 8,481,800 99,158,300 NOTE : TRADE PAYABLES (refer Note 2.34) 8,481,800 99,158,300 (Amount in Rs.) Particulars As At As At 31 st March, st March, 2014 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 2,689,588 NOTE : OTHER CURRENT LIABILITIES 4,455,006 19,163,066 (Amount in Rs.) Particulars As At As At 31 st March, st March, 2014 Other Payables Statutory Liabilities 1,365,079 2,805,147 Other Liabilities 24,117,541 22,472,322 NOTE : SHORT-TERM PROVISIONS 25,482,620 25,277,469 (Amount in Rs.) Particulars As At As At 31 st March, st March, 2014 Provision for Income Tax 6,800,000-6,800,000-80

82 NOTE 2.10 : FIXED ASSETS Tangible Assets as at 31st March, 2015 (Amount in Rs.) Gross Block Depreciation Net Block Sr. Particulars As at Additions Sale/ as at as at For the Adjustment as at as at as at No during Disposal Year the year during the year 1 Office Buildings 3,510, ,510,400 1,181, ,882-1,296,412 2,213,988 2,328,870 2 Lease Hold Buildings 72,645, ,645,165 13,507,696 2,931,549-16,439,245 56,205,920 59,137,469 3 Computers 1,739,616 36,225-1,775,841 1,486, ,772 13,204 1,673, , ,139 4 Furniture & Fixtures 1,589, ,589, , , , ,257 1,112,145 5 Office Equipment 1,997, ,300-2,161, , , ,945 1,625, ,346 1,243,989 6 Vehicles 25,760, ,760,421 12,838,617 4,335,807-17,174,424 8,585,997 12,921,804 Total 107,242, , ,442,632 30,244,691 8,537, ,149 38,997,736 68,444,896 76,997,416 81

83 NOTE : NON CURRENT INVESTMENTS (Amount in Rs.) Particulars Trade Investments - Investment in Partnership Firms 418,275, ,603,539 a. IITL-Nimbus The Express Park View (34,617,142) (57,251,227) Capital Account 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 Current Account (19,446,424) (18,765,136) c. IITL-Nimbus The Hyde Park Noida 95,974,512 95,971,639 Capital Account 45,000,000 45,000,000 Current Account 50,974,512 50,971,639 d. Indogreen International 376,126, ,410,763 Capital Account 450,297, ,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 Subsidiaries a. 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 Associates Capital 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 50,000,000 Capital 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 - 31,250 Accurate Transformer Ltd. (NIL Shares; P.Y. 1,000 Shares)* 31,250 (Face Value Rs. 10/- per share) -Investment in Mutual Funds - 1,000,000 Axis Capital Protection Fund (NIL Units; P.Y. 99,990 Units) 1,000,000 * Market value of quoted investments - Rs. NIL; P.Y. Rs. 30,050/- 548,275, ,124,084 82

84 Detail of investment in jointly controlled entities-partnership Firms: Name of the Partnership firm As at 31st March, 2015 As at 31st March, 2014 (Amount in Rs.) Names of Partners Capital Share of each Names of Partners Capital Share of each partner in partner in profit/ loss profit/loss of the firm of the firm IITL Nimbus, The Hyde Park, Noida IITL Projects Limited 45,000, % IITL Projects Limited 45,000, % Nimbus Projects Limited 45,000, % Nimbus Projects Limited 45,000, % Supertech Limited 10,000, % Supertech Limited 10,000, % Total 100,000, % Total 100,000, % IITL Nimbus, The Express Park View IITL Projects Limited 237, % IITL Projects Limited 237, % Nimbus Projects Limited 237, % Nimbus Projects Limited 237, % Assotech Limited 25, % Assotech Limited 25, % Total 500, % Total 500, % IITL Nimbus, The Palm Village IITL Projects Limited 237, % IITL Projects Limited 237, % Nimbus Projects Limited 237, % Nimbus Projects Limited 237, % Assotech Limited 25, % Assotech Limited 25, % Total 500, % Total 500, % Indogreen International Nimbus Projects Limited 450,297, % Nimbus Projects Limited 418,022, % NOTE : LONG-TERM LOANS & ADVANCES Sunita Agarwal 8,068, % RCJ Investment Trust P. Ltd. 44,745, % Total 458,366, % Total 462,768, % (Amount in Rs.) Particulars As At As At 31 st March, st March, Security Deposits 1,808,578 1,813,526 1,808,578 1,813,526 NOTE : OTHER NON CURRENT ASSETS (Amount in Rs.) Particulars As At As At 31 st March, st March, 2014 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 : CURRENT INVESTMENTS (Amount in Rs.) Particulars As At As At 31 st March, st March, Investment in Mutual Funds Reliance Mutual Fund - Growth Fund ( Units; P.Y Units) 15,000,000 10,000,000 LIC Nomura Mutual Fund - Growth Fund (NIL Units; P.Y Units) - 20,000,000 15,000,000 30,000,000 83

85 NOTE : INVENTORIES (REFER NOTE 1.5) (Amount in Rs.) Particulars As At As At 31 st March, st March, 2014 (a) Construction Work-in-Progress Including Land 72,436, ,847,480 (b) Stock In Trade Commercial Properties 132,035, ,009,730 Residential Properties 92,343,640 79,974, ,815, ,831,851 NOTE : TRADE RECEIVABLES (Amount in Rs.) Particulars As At As At 31 st March, st March, 2014 (a) Trade Receivables Outstanding for more than six months Unsecured, Considered good 81,981, ,172,004 Unsecured, Considered Doubtful - - (b) Other Trade Receivables Unsecured, Considered good 11,857,053 9,748,167 Unsecured, Considered Doubtful ,838, ,920,171 NOTE : CASH AND CASH EQUIVALENTS (Amount in Rs.) Particulars As At As At 31 st March, st March, 2014 Cash in Hand 486, ,294 Balance with Banks Current Accounts 35,679,200 7,793,914 FDRs with maturity of less than 12 months 94,750, ,288,000 FDRs with maturity of more than 12 months 1,183,855 1,096, ,099, ,412,629 Less: Amount disclosed under other non-current assets 1,183,855 1,096,421 (refer Note 2.13) 130,915, ,316,208 NOTE : SHORT-TERM LOANS AND ADVANCES (Amount in Rs.) Particulars As At As At 31 st March, st March, 2014 Unsecured, considered good Advances Receivable in cash or kind 54,684,638 63,406,613 Prepaid Expenses 132, ,789 Amount Recievable from GNIDA 3,878,439 - Tax at Source/ Advance Tax (Net) 4,607,473 1,398,500 Service Tax Recoverable 175, ,408 VAT Recoverable 2,292,304 6,180,697 65,770,476 72,004,007 84

86 NOTE : OTHER CURRENT ASSETS (Amount in Rs.) Particulars As At As At 31 st March, st March, 2014 Interest Accrued on Fixed Deposits 1,079,239 13,220,408 NOTE : REVENUE FROM OPERATIONS 1,079,239 13,220,408 (Amount in Rs.) Particulars Year ended Year ended 31 st March, st March, 2014 Sale of Commercial Property 9,950,000 2,000,000 Sale of Residential Flats 145,444, ,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, ,150 Interest Income related to operating activities 2,917,703 1,725, ,418, ,119,351 NOTE : OTHER INCOME (Amount in Rs.) Particulars Year ended Year ended 31 st March, st March, 2014 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 : COST OF CONSTRUCTION/SALES (Amount in Rs.) Particulars Year ended Year ended 31 st March, st March, 2014 (i) Opening Stock Construction Material & Work In Progress Construction Material - 758,000 Construction Work-in-Progress Including Land 105,847, ,935,533 Stock in Trade Commercial Properties 139,009, ,135,400 Residential Properties 79,974,640 79,974, ,831, ,803,573 85

87 (Amount in Rs.) Particulars Year ended Year ended 31 st March, st March, 2014 (ii) 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, ,320,673 (iii) Closing Stock Construction Material & Work In Progress Construction Material - Construction Work-in-Progress Including Land 72,436, ,847,480 Stock in Trade Commercial Properties 132,035, ,009,730 Residential Properties 92,343,640 79,974, ,815, ,831,851 Total (I+II-III) 162,618, ,753,524 NOTE : FINANCE COSTS (Amount in Rs.) Particulars Year ended Year ended 31 st March, st March, 2014 Interest - Unsecured Loans - 656,165 Interest - Secured Loans 392, ,785 Interest - Others 15,884 1,498, ,674 2,611,077 NOTE : EMPLOYEE BENEFIT EXPENSES (Amount in Rs.) Particulars Year ended Year ended 31 st March, st March, 2014 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, ,437 2,574,881 2,759,872 86

88 NOTE : OTHER EXPENSES (Amount in Rs.) Particulars Year ended Year ended 31 st March, st March, 2014 Audit Fees 200, ,000 Advertisement Expenses 803, ,485 Brokerage Charges 3,147,073 6,168,942 Business Promotion 157, ,746 Conveyance Expenses 122,083 70,423 Director s Remuneration 3,600,000 3,600,000 Directors Sitting Fees 97, ,000 Donation Expenses - 51,000 Insurance Expenses 378, ,031 Legal & Professional Charges 1,124, ,500 Membership Fees 120, ,989 Other Expenses 173, ,773 Postage & Telegram Expenses 148,036 90,266 Power and fuel. 714, ,380 Printing & Stationery 251, ,536 Rates and taxes 864, ,181 Rent - 120,000 Repairs & Maintenance - Machinery 135, ,110 Repairs & Maintenance - Vehicle 1,029, ,518 Repairs & Maintenance -Building 2,513,954 3,415,803 Security Charges 168,452 95,629 Stamp Duty Charges - 491,500 Telephone Expenses 481, ,322 Travelling Expenses 1,007,166 3,488,860 17,237,205 22,698,993 87

89 NOTES TO THE FINANCIAL STATEMENTS AS AT 31ST MARCH, (a) Contingent Liabilities (to the extent not provided for) i) Guarantee issued by Bank Rs. 10,00,000 ( : Rs. 10,00,000). ii) Claims against the Company not acknowledged as debt Rs. Nil ( : Nil). (b) Commitments There are no outstanding Capital Commitments Retirement Benefits: Payments under defined contribution plans like Provident Fund and Family Pension have been charged to the Statement of Profit and Loss as and when made or due. Disclosure for defined benefit plan Gratuity (funded with LIC under Group Gratuity Scheme) (Amount in Rs.) Sr. Particulars Year ended Year ended No. 31 st March, st March, 2014 I Accrued Service Gratuity Rs. 1,144,125 Rs. 958,623 II Benefits paid - - III Expense recognised in the Statement of Profit and Loss Rs. 3,349 Rs. 63,580 IV Funds maintained with Life Insurance Corporation of India 100% 100% V Method of Actuarial Valuation Projected Unit Projected Unit Credit Method Credit Method Principal 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. Ltd IITL-Nimbus The Hyde Park Noida- a Partnership Firm IITL-Nimbus, The Express Park View - a Partnership Firm IITL- Nimbus, The Palm Village - a Partnership Firm Indogreen International - a Partnership Firm Company over which Key Management Personnel Nimbus India Limited Exercise Significant Influance Nimbus Propmart Pvt. Ltd Nimbus Multicommodities Brokers Ltd. Key Management Personnels Mr. Bipin Agarwal - Managing Director Mrs. Neha Bhatia -Company Secretary (Upto ) Mr. Swatantra Kumar Sethi - Company Secretary (W.e.f ) Mr. Jitendra Kumar - Chief Financial Officer (W.e.f ) b) Transactions with related parties : Sr. Nature of Transaction Subsidiary Jointly Company Key Closing No. Companies Controlled over which Management Balance Entities Key Personnels Payble/ Management Receivable Personnel Exercise significant influence Rs. Rs. Rs. Rs. Rs. (a) Rent Received from Hepta Developers Pvt. Ltd. 120, (47,733)

90 Sr. Nature of Transaction Subsidiary Jointly Company Key Closing No. Companies Controlled over which Management Balance Entities Key Personnels Payble/ Management Receivable Personnel Exercise significant influence Rs. Rs. Rs. Rs. (b) Debit Note issued towards Employee Insurance Exp. 15, to Hepta Developers Pvt. Ltd. (3,998) (c) Security Deposit Received from Hepta - 10,000 Developers Pvt. Ltd. (10,000) (10,000) (d) Share of Profit From Partnership Firm IITL Nimbus - 2, The Hyde Park, Noida - ( ) - - (e) Share of Profit From Partnership Firm IITL Nimbus - 22,634, The Express Park View - ( ) - - (f) Share of Profit From Partnership Firm IITL Nimbus , The Palm Village - ( ) - - (g) Share of Profit From Partnership Firm Indogreen - -34,635, International - ( ) - - (h) Rent Received From Partnership Firm IITL Nimbus - 2,475, The Hyde Park, Noida - (1,760,700) - - (i) Rent Received From Partnership Firm IITL Nimbus - 622, The Express park View - (100,000) - - (j) Security Deposit Received from IITL Nimbus The ,000 Express park View (100,000) - (100,000) (k) Security Deposit Received from IITL Nimbus - 100,000-1,140,000 The Hyde Park, Noida (-) - (1,040,000) (l) Purchase of Preference Shares of Capital - 75,000, Infraprojects Pvt. Ltd (m) Capital Contribution In Partnership Firm - 32,275, 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, Exp. to IITL Nimbus The Express Park View - (96,611) - (10,999) (p) Debit Note issued towards Employee Insurance - 53, Exp. to IITL Nimbus The Palm Village - (65,072) - (7,073) (q) Debit Note issued towards Employee Insurance - 96, Exp. to Capital Infraprojects Pvt. Ltd. - (92,914) - (3,038) (r) Debit Note issued towards Employee Insurance - 76, Exp. to Indogreen International - (104,051) - - (s) Flats Purchased From Nimbus Propmart Pvt. Limited ,369, (NIL) - (t) Rent Received From Nimbus Propmart Pvt. Ltd , (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) 89

91 Sr. Nature of Transaction Subsidiary Jointly Company Key Closing No. Companies Controlled over which Management Balance Entities Key Personnels Payble/ Management Receivable Personnel Exercise significant influence Rs. Rs. Rs. Rs. (w) Debit Note issued towards Employee Insurance ,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) (y) Remuneration Paid to Mr. Bipin Agarwal ,600,000 - (Managing Director) (3,600,000) - (z) Salary Paid to Mrs. Neha Bhatia (Company ,782 - Secretary & Compliance Officer) (646,875) - (aa) Salary Paid to Mr. Swatantra Kumar Sethi ,032 - (Company Secretary & Compliance Officer) Note: Figures in brackets represent Previous year figures Payment to Auditors : (Amount in Rs.) Sr. Particulars Year ended Year ended No. 31 st March, st March, Statutory Audit Fee 150, ,000 2 Tax Audit Fee ,000 Total 200, , Earnings in Foreign Exchange (Amount in Rs.) Sr. Particulars Year ended Year ended No. 31 st March, st March, Receipts NIL NIL Total Expenditure in Foreign Currency (Amount in Rs.) Sr. Particulars Year ended Year ended No. 31 st March, st March, Travelling Expenses 285, ,300 Total 285, , Earning per share The amount considered in ascertaining the Company s earning per share constitutes the net profit/loss after tax. The number of shares used in computing basic earning per share is the weighted average number of shares outstanding during the Year. The number of shares used in computing diluted earning per share comprises the weighted average number of shares considered for deriving basic earning per share and also the weighted average number of shares which could have been issued on conversion of all dilutive potential shares. 90

92 (Amount in Rs.) Particulars Year ended Year ended 31 st March, st March, 2014 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 7,438,000 the Year Basic/ diluted (Nos.) Basic and diluted earning per share (Rs.) 0.21 (-) 5.73 Nominal value per equity share (Rs.) Deferred Tax Liability / (Asset) is as under: (Amount in Rs.) Nature of Timing Difference Deferred Tax DTL/(DTA) for Deferred tax Liability as at the Current Liability as at 31st March, 2014 Year(Rs.) 31st March, 2015 Depreciation on Fixed Assets 2,927,972 (49,413) 2,878,559 Leave encashment (40,423) (8,665) (49,088) Total 2,887,549 (58,078) 2,829, 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 for this purpose. This has been relied upon by the Auditors In the opinion of the management, the trade receivables, current assets, loans and advances and trade payables are approximately of the value stated if realized in the ordinary course of business. The provisions for all known liabilities are adequate Status of Various Projects a) The Company is developing a Group Housing Project Express Park View at Plot No GH-10B, Sector CHI-V, Greater Noida, U.P., located in main Noida- Greater Noida Expressway. This Group Housing has all important facilities and amenities such as well laid out roads and paths, landscaped areas and beautiful parks, street lights and well designed services to give world class comfort feeling to the residents. Project 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 in all respect and the company has started giving possession to the unitholders. The Company has booked total 303 Flats of varying sizes & out of which the company has given possession of 94 Units in the said project and has collected the booking amount of Rs Crore for the above said booking of flats till b) The Company had entered into a Partnership IITL-NIMBUS THE HYDE PARK NOIDA in April 2010 with M/s IITL Projects Ltd. & 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 Capital Ratio. The Hyde Park Project for Residential Development shall encompass all important facilities and amenities such as well laid out roads and paths, landscaped areas and beautiful parks, street lights and well designed services to give world class comfort feeling to the residents. Project consisting of 2044 flats in totality. Apartments shall be of IBHK/ 2BHK/ 3BHK & 4BHK in sizes varying 525sq.ft. to 2428 sq.ft. The Partnership Firm has booked total 1296 Flats of varying sizes in the said project and has collected the booking amount of Rs Crore for the above said booking of flats till c) The Company had entered into a Partnership IITL-NIMBUS THE EXPRESS PARK VIEW - with M/s IITL Projects Ltd. & M/s Assotech Ltd. in April 2011, to develop the Group Housing Project Express Park View - II at Plot No. GH-03, Sector CHI-V, Greater Noida. The agreed Capital Ratio between the partners is 47.5:47.5:5 and profit will be shared in the Weighted Average Capital Ratio. The Express Park View II, Project for Residential Development shall encompass all important facilities and amenities such as well laid out roads and paths, landscaped areas and beautiful parks, street lights and well designed services to give world class comfort feeling to the residents. Project consisting of 1668 flats in totality. Apartments shall be of 2BHK/ 3BHK & 4BHK in sizes varying 984 sq.ft. to 2191 sq.ft. The Partnership 91

93 Firm has booked total 662 Flats of varying sizes in the said project and has collected the booking amount of Rs Crore for the above said booking of flats till d) The Company had entered into a Partnership IITL-NIMBUS THE PALM VILLAGE - with M/s IITL Projects Ltd. & M/s Assotech Ltd. in June 2011, to develop the Group Housing Project The Golden Palm Village at Plot No. GH-03, Sector 22A, Greater Noida of Yamuna Expressway Industrial Development Authority. The agreed Capital Ratio between the partners is 47.5:47.5:5 and profit will be shared in the Weighted Average Capital Ratio. The Golden Palm Village, Project for Residential Development shall encompass all important facilities and amenities such as well laid out roads and paths, landscaped areas and beautiful parks, street lights and well designed services to give world class comfort feeling to the residents. The Partnership Firm has booked total 211 Flats of varying sizes in the said project and has collected the booking amount of Rs Crore for the above said booking of flats till e) The company holds the 50% shareholding i.e. ( Equity Shares & Preference Shares) of M/s Capital Infraprojects Pvt. Ltd.. The company M/s Capital Infraprojects Pvt. Ltd. is developing a Group Housing Project at Plot No. GH-01/E, Sector 168, Noida. The Project The Golden Palms shall encompass all important facilities and amenities such as well laid out roads and paths, landscaped areas and beautiful parks, street lights and well designed services to give world class comfort feeling to the residents. Project consisting of 1408 flats & 49 Commercial Units in totality. Apartments shall be of Studio Appt. / 2BHK/ 3BHK & 4BHK in sizes varying 506sq.ft. to 2629 sq.ft. The Company M/s Capital Infraprojects Pvt. Ltd. has booked total 825 Flats of varying sizes & 22 Commercial Units in the said project and has collected the booking amount of Rs Crore for the above said bookings till The Company has increased its share from 90% to 98% in Partnership Firm INDOGREEN INTERNATIONAL which is running a 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 Firm under the Income Tax Act The Company during the previous year has sold the shares (97.58% shares) of M/s Hepta Developers Pvt. Ltd., which is also a Real Estate Development company, Now M/s Hepta Developers Pvt. Ltd. has ceased to the subsidiary of our company The Company as on , has formed a wholly owned, Non-Material, Subsidiary Company namely M/s Golden Palms Facility Management Pvt. Ltd. to providing the maintenance Facility to the Group Housing Projects developing by the company individually and also those projects which are developing in Joint Venture. As on , Company s Contractual Liability is arise to Subscribe the 1,00,000 Fully paid up Equity Rs. 10/- Per Share and the said shares is actually subscribe by the company as on , as the actual subscription is done in F.Y due to that no consolidation is done in F.Y Finance Lease The Company has taken land on finance lease which have been shown as inventory. The lease term is on the basis of the agreement entered into with the lessor. The future minimum lease payment under non cancellable finance lease for each of the following periods are as follows: (Amount in Rs.) Particulars As at As at 31 st March, st 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 received rental income of Rs. 1,24,78,440/- (P.Y. 78,29,610/-) from said leased premises. 92

94 The future minimum Lease Rent Income under operating lease for each of the following periods are as under (Amount in Rs.) Particulars As at As at 31 st March, st 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, In compliance with the Accounting Standard 27 on Financial Reporting of Interests in Joint Ventures as notified by the Companies (Accounting Standards) Rules, 2006, the Company has interests in the following jointly controlled entities: (Amount in Rs.) Name of Jointly controlled Entities Nature of Ownership Country of Project 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: (Amount in Rs.) Name of Jointly controlled Entities Particulars IITL Nimbus Capital IITL Nimbus IITL Nimbus Indogreen The Hyde Infraprojects The Express The Palm International Park Noida Private Limited Park View Village Assets 1,189,717,045 1,118,354,319 1,000,791, ,652, ,461,461 (1,058,446,643) (972,340,103) (851,124,526) (451,297,473) (382,917,163) Liabilities 1,093,742, ,729,005 1,035,408, ,861, ,461,461 (973,725,003) (896,633,289) (908,375,752) (469,825,109) (382,917,163) Income 375,631, ,606, ,212, ,440 44,418,967 (359,212,938) (449,064,762) (214,213,607) (1,592,915) (20,574,956) Expenses 373,456, ,434, ,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 (-) (6,896,482) (17,465,142) (1,452) - - Contingent liability 2,289,588 1,609, , ,000 - (2,289,588) (8,605,959) (475,000) (475,000) - 93

95 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 In terms of the accounting policy for revenue recognition, estimates of project costs and revenues are reviewed periodically by the management and the impact of any changes in such estimates are recognised in the period in which such changes are determined In accordance with the provisions of Companies Act, 2013, the Company has revised the useful life of its fixed assets to comply with the life as mentioned under Schedule II of the Companies Act, 2013, and as per the transition provisions, the Company has adjusted net credit of Rs.2,15,149/- with the opening balances of retained earnings, i.e., surplus in the Statement of Profit and Loss The company is mainly engaged in Real Estate and Infrastructure Development activities which constitute Single Primary Business Segment as defined under As In the absence of sufficient profits, no provisions has been made during the year ended , for Dividend, on 8% Non Cumulative, Non Convertible, Non Participating, Compulsory Redeemable Preference Shares The Company, was in the process of appointing a Chief Financial Officer as key managerial personnel during the year ended and Mr. Jitendra Kumar is appointed as a Chief Financial Officer w.e.f Previous year figures have been regrouped, rearranged and/or reclassified wherever necessary to conform to current year s classification. As per our report of even date FOR ANIL PRAHALAD & Co. Chartered Accountants (Firm Reg. No C) For and on behalf of the Board of Directors CA ANIL KUMAR BIPIN AGARWAL LALIT AGARWAL Prop. (Chairman & Mg. Director) (Director) (Membership No. : ) DIN DIN Place : Delhi JITENDRA KUMAR S. K. SETHI Date : (Chief Financial Officer) (Company Secretary) 94

96 Notes 95

97 96

98