| 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)
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