Nimbus Foods Industr Director Report

Dear Members,



The Directors have the pleasure of presenting their 20th ANNUAL REPORT

on the business and operations of the Company together with the Audited

Statement of Account for the Financial Year ended on 31st March, 2015.



1. FINANCIAL RESULTS: (Amount in lacs)





Particulars Year ending Year ending

on on

31st March, 31st March,

2015 2014



Total Income 1353.73 1545.10



Total Expenditure 1295.66 1460.87



Gross Profit/(loss) 58.07 84.23



Less : Depreciation 26.77 21.51



Provision for taxation 1.34 1.82



Extra Ordinary Items - -



Tax Expense 10.74 19.94



Adjustment for earlier years - -



Profit/(loss) After Tax 19.22 40.95



2. OPERATIONAL REVIEW:



The Company is engaged in the business of Bread and Bakery products.

Your Company is getting excellence in developing its own products and

presently such development is in the bakery related items like toast,

khari and biscuits under the brand name of "WOODOO" and also exploring

the opportunity to enter into new territory. The details of such

developments will be informed to you from time to time.



3. DIVIDEND:



To conserve the resources for the future requirement of the company,

your directors have not recommended any dividend for the year.



4. DEPOSITS:



The Company has not accepted or renewed any amount falling within the

purview of provisions of section 73 of the Companies Act, 2013 ("the

act") read with the Companies (Acceptance of Deposit) Rules, 2014

during the period under review. Hence, the requirement for furnishing

the details of deposits which are not in compliance with chapter V of

the act is not applicable.



5. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL

POSITION OF THE COMPANY OCCURRED BETWEEN THE ENDS OF THE FINANCIAL YEAR

TO WHICH THESE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT



No material changes and commitments affecting the financial position of

the Company occurred between the end of the financial year to which

this financial statements relate on the date of this report.



6. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES



The Company does not have any Subsidiary, Joint venture or Associate

Company.



7. ANNUAL RETURN



The extracts of Annual Return pursuant to the provisions of Section 92

read with Rule 12 of the Companies (Management and administration)

Rules, 2014 is furnished in Annexure "A" and is attached to this

Report.



8. AUDITORS



a) Statutory Auditors



M/s B. S Rajput & Associates, Chartered Accountants, was appointed as

Statutory Auditors for a period of 4 year(s) in the Annual General

Meeting held on30th September, 2014. Their continuance of appointment

and payment of remuneration are to be confirmed and approved in the

ensuing Annual General Meeting.



The Company has received a certificate from the above Auditors to the

effect that if they are reappointed, it would be in accordance with the

provisions of Section 141 of the Companies Act, 2013.



The notes and remarks of Auditors'' are self-explanatory and therefore

do not require any further clarification.



b) Cost Auditors



The Company has not appointed the Cost Auditor as pursuant to Section

148 of the Companies Act, 2013 read with the Companies (Cost Records

and Audit) Amendment Rules, 2014, the cost audit is not applicable to

the Company.



c) Secretarial Auditors



Provisions of Section 204 read with Section 134(3) of the Companies

Act, 2013, mandates to obtain Secretarial Audit Report from Practicing

Company Secretary. CS Gaurang Shah, Practicising Company Secretary had

been appointed to issue Secretarial Audit Report for the period ended

on 31st March,2015.



Secretarial Audit Report issued by CS Gaurang Shah, Company Secretary

in Form MR-3 for the period under review forms part of this

report,attached and marked as Annexure "B", for the period under review

forms part of this report. The said report contains observation or

qualification relating to the appointment of Company Secretary and CFO.



The Board of Directors of your Company would like to explain on the

said observation that your Company took all reasonable steps to do such

appointments, but it failed to attract right candidates for such post.

The Board of your Company has appointed Mr. Jay P. Verma as its CFO

w.e.f. 30/05/2015 and continues its efforts to search right candidate

for the post of Company Secretary and will appoint the Company

Secretary as soon as possible.



9. DISCLOSURE OF INTERNAL FINANCIAL CONTROLS



The Internal Financial Controls with reference to financial statements

as designed and implemented by the Company are adequate. During the

period under review, no material or serious observation has been

received from the Internal Auditors of the Company for inefficiency or

inadequacy of such controls.



10. DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL



No orders have been passed by any Regulator or Court or Tribunal which

can have impact on the going concern status and the Company''s

operations in future.



11. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT:



The company has given loans or guarantees covered under the provisions

of section 186 of the Companies Act, 2013. The details of the loans,

guarantees given and investments made by company are given in the

financial statement of the Company (Please refer Note No. 9 and 11 of

the financial statements).



12. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES



All related party transactions which were entered into during the

financial year were on an arm''s length basis and in the ordinary course

of business.



There are no materially significant related party transactions made by

the Company with Promoters, Directors, Key Managerial Personnel or

other designated persons which may have a potential conflict with the

interest of the Company at large.



13. PARTICULARS REGARDING EMPLOYEES



The information required pursuant to Section 197 read with Rule 5 of

The Companies (Appointment and Remuneration of Managerial Personnel)

Rules, 2014 in respect of employees of the Company, forms part of this

report as ''Annexure C. However, as permitted in terms of Section 136 of

the Act, this Annual Report is being sent to all the members and others

entitled thereto, excluding the said annexure. Members who are

interested in obtaining these particulars may write to the Company

Secretary at the Registered Office of the Company. The aforesaid

annexure is also available for inspection by members at the Registered

Office of the Company, 21 days before the 84th Annual General Meeting

and upto the date of Annual General Meeting during business hours on

working days.



14. PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND

FOREIGN EXCHANGE EARNING AND OUTGO:



A. CONSUMPTION OF ENERGY & TECHNOLOGY ABSORPTION:



The details as required under Section 134 (3) (m) of the Companies Act,

2013, in respect of Conservation of Energy, Technology Absorption are

not applicable.



B. FOREIGN EXCHANGE EARING & OUTGO :



Foreign Exchange Earning : NIL Foreign Exchange Outgo : NIL



15. DIRECTORS



i. Appointment and Cessation



Mr. Arvind Thakkar (DIN: 00966889) resigned from the Board of directors

of the Company w.e.f. 17th October, 2014.The Board has noted his

contribution as Director of the Company during his tenure on the Board

of the Company.



However, during the year, the Board again inducted him on the Board of

Directors of the Company w.e.f. 14th November, 2014 as an additional

director under the category of Independent Director.



Further, Mrs. Priti Wadhwani (DIN: 03230600) has been appointed as an

Additional Director on 06/04/2015 who shall hold office upto the

ensuring Annual General Meeting.



ii. Retirement by rotation



In accordance with the provisions of section 152[6] of the Act and in

terms of Articles of Association of the Company, Mr. Sharad Khandelwal

(DIN: 03447732) retires at this Annual General Meeting and being

eligible offer themselves for re- appointment. The Board recommends his

reappointment.



iii. Independent Directors



Mr. SANJAY MANGAL (DIN: 05355390) is the existing Independent Director.

The Company proposes to appoint him as Independent Director under

Section 149 of the Companies Act, 2013, for a period of five

consecutive years from the date of this Annual General Meeting. In

accordance with the provisions of the Act, none of the Independent

Directors are liable to retire by rotation.



He has submitted his disclosure to the Board that he fulfills all the

requirements as stipulated in Section 149(6) of the Companies Act, 2013

so as to qualify himself to be appointed as Independent Director under

the provisions of the Companies Act, 2013 and the relevant rules.



iv. Number of Board Meetings conducted during the year under review



The Company had 8 Board meetings on 30/05/2014, 13/08/2014, 26/08/2014,

17/10/2014, 14/11/2014, 11/12/2014, 13/02/2015 and 20/03/2015 during

the financial year under review.



16. BOARD EVALUATION:



Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of

the Listing Agreement, the Board has carried out an evaluation of its

own performance, the directors individually as well as the evaluation

of the working of its Audit, Appointment & Remuneration Committees. The

manner in which the evaluation has been carried out has been explained

in the Corporate Governance Report.



17. DIRECTOR''S RESPONSIBILITY STATEMENT:



In terms of Section 134 (5) of the Companies Act, 2013, the Board

hereby submits its responsibility Statement:



i. In the preparation of the annual accounts, the applicable

accounting standards have been followed along with proper explanation

relating to material departures;



ii. The directors had selected such accounting policies and applied

them consistently and made judgments and estimates that were reasonable

and prudent so as to give a true and fair view of the state of affairs

of the Company at the end of the financial year and of the profit or

loss of the Company for the year under review;



iii. The directors had taken proper and sufficient care for the

maintenance of adequate accounting records in accordance with the

provisions of this Act for safeguarding the assets of the Company and

for preventing and detecting fraud and other irregularities;



iv. The directors had prepared the annual accounts on a going concern

basis;



v. The directors had laid down internal financial controls to be

followed by the company and that such internal financial controls are

adequate and were operating effectively;



vi. The directors had devised proper system to ensure compliance with

the provisions of all applicable laws and that such system were

adequate and operating effectively.



18. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE



The Audit Committee of Directors was re-constituted on 14.11.2014

pursuant to the provisions of Section 177 of the Companies Act, 2013.

The composition of the Audit Committee is in conformity with the

provisions of the said section.



As on the date of this Report, the Audit Committee comprises:-



A. Mr. Arvind Thakkar



B. Mr. Sanjay Mangal



C. Mr. Amit Khaksa



The above composition of the Audit Committee consists of independent

Directors viz., Mr. Arvind Thakkar and Mr. Sanjay Mangal who form the

majority.



The scope and terms of reference of the Audit Committee have been

amended in accordance with the Act and the Listing Agreement entered

into with the Stock Exchanges. During the period under review, the

Board of Directors of the Company had accepted all the recommendations

of the Committee.



19. VIGIL MECHANISM / WHISTLE BLOWER POLICY:



The Company has established vigil mechanism and framed whistle blower

policy for Directors and employees to report concerns about unethical

behaviour, actual or suspected fraud or violation of Company''s Code of

Conduct or Ethics Policy. Whistle Blower Policy is disclosed on the

website of the company at www.nimbusfoods.in



20. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK

MANAGEMENT POLICY OF THE COMPANY



The Company does not have any Risk Management Policy as the elements of

risk threatening the Company''s existence are very minimal.



21. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES



The Company has not developed and implemented any Corporate Social

Responsibility initiatives as the said provisions are not applicable.



22. COMPANY''S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF

REMUNERATION AND DISCHARGE OF THEIR DUTIES



The Company''s Policy relating to appointment of Directors, payment of

Managerial remuneration, Directors'' qualifications, positive

attributes, independence of Directors and other related matters as

provided under Section 178(3) of the Companies Act, 2013 is furnished

in Corporate Governance Report forming part of the Annual Report.



23. CORPORATE GOVERNANCE:



The Company has complied with the Corporate Governance requirements

under the Act and as stipulated under clause 49 of the Listing

Agreement. A separate section on detailed report on the Corporate

Governance practices followed by the Company under the Listing

Agreement along with a certificate from M/s. B. S Rajput & Associates,

Auditor of the Company confirming the compliance, is part of the Annual

Report.



24. ACKNOWLEDGEMENTS



Your Directors place on record their sincere thanks to bankers,

business associates, consultants, and various Government Authorities

for their continued support extended to your Companies activities

during the year under review. Your Directors also acknowledges

gratefully the shareholders for their support and confidence reposed on

your Company.



For and on behalf of the Board



Sanjay Mangal

Place : Ahmedabad Chairman

Date :14/08/2015 (DIN: 05355390)