Dear Members,
Your Directors have pleasure in presenting the 31st (Thirty First) Annual Report of the Company along with the Audited Financial Statements (Standalone and Consolidated) for the financial year 2023-24.
1. PERFORMANCE OF THE COMPANY:
The financial results of the Company for the financial year ended March 31, 2024 are summarized below for your consideration:
Notes:
1. The above figures have been extracted from the audited standalone and consolidated financial statements as per Indian Accounting Standard (IND-AS).
2. Previous year figures have been regrouped/rearranged wherever necessary.
2. RESULTS OF OPERATIONS AND STATE OF COMPANY'S AFFAIRS
a) Standalone Results of operation: During the financial year under review, your Company's standalone revenue from operations is Rs. 586.98 Lakh as compared to revenue of Rs. 226.67 Lakh in the last year. The standalone profit of your Company is Rs. 1.44 Lakh as compared to the profit of Rs. 2208.22 Lakh in the last year.
b) Consolidated Results of operation: During the financial year under review, your Company has consolidated its Financial Statement w.r.t. to its Associate Companies viz Capital Infraprojects Private Limited and Golden Palms Facility Management Private Limited.
The Company's consolidated revenue from operations is Rs. 586.98 Lakh as compared to revenue of Rs. 226.67 Lakh in the last year, an increase of 258.96%. The consolidated profit of your Company is Rs. 1.06 Lakh compared to the profit of Rs. 2,207.93 Lakh in last year. The consolidated profits of the Company get decreased upon consolidation of financial statements of associate companies. The individual performance of these associate companies has been discussed under the relevant head of this report.
BUSINESS OVERVIEW
The Company is 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 Okhla Industrial Development Authority (NOIDA), Greater Noida Industrial Development Authority (GNIDA) and Yamuna Expressway Authority (YEA). The total lease hold area allotted to the Company along with SPVs is around 2,65,000 sq. meters and the projects are under various stages of construction.
PROJECTS DEVELOPED BY THE COMPANY
a) 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 is in progress and till March 31, 2024.The Company has executed 304 Sub-Lease Deeds in favour of the respective allottees. This Project consists of 332 flats in total, which are completely sold out as on 31.03.2024.
b) THE HYDE PARK
In partnership with IITL Projects Limited, the Company has jointly developed the project "The Hyde Park". IITL Projects Limited has made an exit from the partnership on 16.01.2024. Nimbus Propmart Private Limited has been admitted as a new partner in the partnership firm "M/s. IITL-Nimbus, The Hyde Park, Noida w.e.f 16.01.2024 sharing 50:50 profit/ loss in the firm. The Hyde Park, Noida, offers a prime location with convenient access to a metro station, an expressway, shopping complexes, an educational hub, and a hospital. It is surrounded by a large cluster of upscale housing projects on one side and green areas on the other. Spanning across an area of approximately 60,348.53 square meters in Sector 78, Noida, this project comprises a total of 2,092 flats. The construction of the entire project is finished, and the completion certificate has been obtained for the 23 residential towers and a commercial complex. The possession of flats and commercial shops is currently underway, with 2,090 flats & 58 shops has already sold out and out of which 2089 flat owners and 58 shop owners have taken physical possession. As of March 31, 2024 the firm has executed 1,958 Sub-Lease Deeds in favor of the allottees.
Additionally, the maintenance of common areas and facilities has been entrusted to the Resident Welfare Association, established in accordance with the provisions of the Societies Registration Act, 1860.
c) THE GOLDEN PALMS
The Golden Palms, located in Noida, boosts several major highlights including its proximity to the IT corridor, malls, and a golf course. Living at Golden Palms offers a luxurious lifestyle with a wide range of amenities, surrounded by 80% greenery adorned with various palms, flowers, hedges, and ground cover. The project occupies a leasehold area of approximately 39,999.76 square meters and is situated at Plot No - GH - 01/E, Sector 168, Noida. It comprises approximately 1,403 flats & 52 commercial shops of various sizes, including studio apartments.
The construction of the entire project is completed, and the necessary completion certificate has been obtained for the 13 residential towers, which also include a commercial area. The possession of flats and commercial shops is currently in full swing. As of March 2024, the Company has sold 1,387 flats and 47 shops and out of which 1380 flat owners and 46 shop owners have taken physical possession of their flats & shops. Furthermore, as of March 31, 2024, the Company has executed 1,209 sub-lease deeds in favour of the allottees.
d) THE EXPRESS PARK VIEW II
In collaboration with IITL Projects Limited, the Company has jointly been developing the project "The Express Park View-II". IITL Projects Limited has made an exit from the partnership on 06.10.2023. Nimbus Propmart Private Limited has been admitted as a new partner in the partnership firm "M/s. IITL-Nimbus, The Express Park View w.e.f 06.10.2023 sharing profit/loss of the firm in the ratio of their capital contribution in the firm. In this project, a total of 10 towers (High Rise) have been constructed by the firm, and Completion Certificate for all the ten towers has been duly received from Competent Authority. The project comprises of total no. of 1320 flats out of which 1261 flats has been sold out till March, 2024 and 1148 allottees have taken possession of flats till March 31, 2024. As on 31st March 2024 firm has executed 790 Sub-Lease Deed in favour of the allottees.
The commercial area in the project in the name of "The Park Street" consists of 39 commercial shops which are 100% sold out till March 31, 2024. The commercial area is separately registered as independent project under Real Estate (Regulation & Development) Act, 2016. The registration no. of the project is UPRERAPRG180127. The firm has obtained the completion certificate for the same from the competent authority.
The firm has, on March 31, 2021, launched the Low Rise Apartments in the Project. It is separately registered as independent project under Real Estate (Regulation & Development) Act, 2016. The Registration No. of the project is
UPRERAPRG555694. The extended date of Completion of the Project is January 23, 2025. The projects consist of 16 Low rise Towers (G+4) having 310 Low rise apartments. Firm has already booked 164 flats in the project till March 31, 2024.
e) NIMBUS THE PALM VILLAGE
In collaboration with IITL Projects Limited, the Company has jointly been developing the project "Nimbus the Palm village". IITL Projects Limited has made an exit from the partnership on 16.10.2023. Nimbus Propmart Private Limited has been admitted as a new partner in the partnership firm M/s IITL-Nimbus, The Palm Village w.e.f 16.10.2023 sharing profit/loss of the firm in the ratio of their capital contribution in the firm at any time.
The layout plans of the project has been approved by the competent authority (YEIDA). Other necessary permissions are also obtained from the concerned department(s). The firm has also obtained the RERA Registration No. from UP-RERA vide Registration No. UPRERAPRJ558356/04/2024 dated 17.04.2024. Booking of flats/shop in the project is open for sale in market.
Nimbus The Palm Village is located at Yamuna expressway which offers a prime location near to upcoming Noida international airport, well connected to the Delhi-Mumbai Expressway. The project is located opposite to International cricket stadium and F1 & Moto GP Track.
The project offers 474 Nos of 3 BHK flats, majority with an approx. size of 1128 sq. fts carpet area in 48 elegant independent floors, constructed within a low rise G+4 structure and 702 Nos of One BHK Flats, majority with an approx. size of 248 sq. fts carpet area in 2 majestic High Rise Towers of 13 floors each. Project also offers 44 shops of various sizes.
3. CHANGE IN THE NATURE OF BUSINESS, IF ANY
There was no change in the nature of business during the year under review.
4. DIVIDEND AND RESERVES
Your Directors has decided not to recommend any dividend for the financial year ended March 31, 2024. For the year under review, the Company is not required to transfer any amount to any reserve.
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) during the year under review.
Pursuant to the provisions of the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, the Company was not required to file any form with the Ministry of Corporate Affairs during the year under review.
5. SHARE CAPITAL
The authorized share capital of the Company as on March 31, 2024 was Rs. 45,00,00,000/- (Rupees Forty Five Crore only) consisting of:
i) Rs. 25,00,00,000 (Rupees Twenty-Five Crore) consisting of 2,50,00,000 (Two Crore Fifty Lakhs) Equity Shares of Rs.10/- (Ten) each; and
ii) Rs. 20,00,00,000 (Rupees Twenty Crore) consisting of 2,00,00,000 (Two Crores) Preference Shares of Rs. 10/- (Ten) each.
The issued, subscribed and paid capital of the Company, as on March 31 2024, is Rs. 30,49,30,000/-(Rupees Thirty Crore Forty Nine Lakh Thirty Thousand Only) consisting of :
i) Rs. 10,83,80,000/- (Rupees Ten Crore Eighty-Three Lakh Eighty Thousand Only) comprising 1,08,38,000 (One Crore Eight Lakh Thirty Eight Thousand) equity shares of Rs. 10/- (Ten) each, fully paid – up; and
ii) Rs. 19,65,50,000/-(Rupees Nineteen Crore Sixty-Five Lakh Fifty Thousand Only) comprising 1,96,55,000 (One Crore Ninety Six Lakh Fifty-Five Thousand Only) Zero % Non–Cumulative, Non-Convertible, Non-Participating, Preference Shares of Rs. 10/- (Ten) each fully paid-up.
During the year under review, there was no change in the capital structure of the Company.
During the year under review, the Company has neither issued shares with Differential Voting Rights nor granted Stock Options nor Sweat Equity.
6. DEMATERIALISATION OF SHARES
As on March 31, 2024, 93.26 % of the Company's total equity paid up capital representing 1,01,07,289 equity shares are held in dematerialized form. SEBI (LODR) Regulations, 2015 mandates that the transfer, transmission etc, shall be carried out in dematerialized form only. The Company requests the shareholders who hold shares in physical form to get their shares dematerialized.
7. LISTING OF SHARES
The Company's equity shares are listed at the BSE Limited (the stock exchange). The annual listing fee for the year 2023-24 has been paid to stock exchange.
8. DIRECTORS & KEY MANAGERIAL PERSONNEL A. Appointment / Re-appointment of Directors:
i. In accordance with the provisions of Section 152 of the Act and the Articles of Association of the Company read with the Companies (Appointment and Qualification of Directors) Rules, 2014, Mr. Rajeev Kumar Asopa, Director (DIN: 00001277) is liable to retire by rotation at the ensuing Annual General Meeting. He, being eligible, seeks his re-appointment as Director at the 31st Annual General Meeting of the Company. The Nomination and Remuneration Committee has also reviewed his candidature for re-appointment as Director liable to retire by rotation. The Nomination and Remuneration Committee and the Board while considering his appointment have checked the declarations of Mr. Rajeev Kumar Asopa that he is not debarred from holding the office by virtue of any Order of MCA/SEBI or any other authority.
Your Directors based on the recommendation of Nomination and Remuneration Committee recommends his re-appointment as Director liable to retiring by rotation. The Board recommends an Ordinary Resolution for your approval.
ii. Based on the recommendation of the Nomination & Remuneration Committee (NRC), the Board of Directors at its Meeting held on 12th August, 2024, inter alia, considered and recommended the appointment of following Directors to the members at 31st AGM for approval:
• Mr. Deepak Kumar Lath (DIN: 00341732) as an Independent Director to hold the office as an Independent Director for a term of 5 (five) years from September 27, 2024 up to September 26, 2029 (both days inclusive),
• Ms. Aradhana Singh (DIN: 10019212) as an Independent Woman Director to hold the office as an Independent Director for a term of 5 (five) years from September 27, 2024 up to September 26, 2029 (both days inclusive),
The Nomination and Remuneration Committee and the Board while recommending the appointment Mr. Deepak Kumar Lath and Ms. Aradhana Singh have checked their declarations that they are not debarred from holding the office of director by virtue of any Order of MCA/SEBI or any other authority.
The Board recommends Special Resolution(s) for your approval.
A brief resume and other details relating to the Directors seeking appointment / re-appointment, as stipulated under Regulation 36(3) of the SEBI (LODR) Regulations, 2015 and Secretarial Standards are furnished in the notice convening the 31st Annual General Meeting and forming a part of the Annual Report.
iii. Mr. Surinder Singh Chawla (DIN: 00398131), a Non-Executive Independent Director, ceased to be a Independent Director of the Company with effect from September 30, 2024, upon completion of second term of 5 (five) years.
B. KEY MANAGERIAL PERSONNEL:
I) During the year under review, the Company has following Key Managerial Personnel as per the definition of Section 2(51) read with Section 203 of the Companies Act, 2013: -
#Ms. Nisha Sarayan, resigned from the post of Company Secretary and Compliance Officer on April, 16 2024, owing to her pre-occupation.
II) On the recommendation of Nomination and Remuneration Committee, the Board has appointed Ms. Ritika Aggarwal (M.No A69712) as Company Secretary and Compliance Officer w.e.f June 25, 2024.
9. INDEPENDENT DIRECTORS
In terms of Section 149 of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015, Mr. Surinder Singh Chawla, Ms. Anu Rai, and Mr. Debashis Nanda are the Independent Directors of the Company as on date of this Report.
All Independent Directors of the Company have given declarations under Section 149(7) of the Act, that they meet the criteria of independence as laid down under Section 149(6) of the Act and regulations 16(1)(b) of the SEBI (LODR) Regulations, 2015. In terms of Regulation 25(8) of the SEBI (LODR) Regulations, 2015, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence.
The Independent Directors of the Company have registered themselves with the Independent Director's Database maintained by the Indian Institute Corporate Affairs (IICA) and possess proficiency certificates.
In the opinion of the Board, the Independent Directors possess the requisite expertise and experience and are persons of high integrity and repute. They fulfill the conditions specified in the Act as well as the Rules made thereunder and are independent of the management.
10. NUMBER OF MEETINGS OF THE BOARD
During the year under review, 8 (Eight) Board meetings were held and the gap between any two meetings did not exceed the period prescribed under the Companies Act, 2013 and SEBI (LODR) Regulations, 2015. The details of Board's composition and the attendance of each director during the financial year 2023-24 are given in the corporate governance report forming a part of this Annual Report.
11. COMMITTEES OF THE BOARD
The Board has 4 (Four) Committees i.e the Audit Committee, the Nomination and Remuneration Committee, the Stakeholders Relationship Committee and the Committee of Independent Directors.
The Board at its meeting held on August 12, 2024 has reconstituted the the Audit Committee, the Nomination and Remuneration Committee, the Stakeholders Relationship Committee by including Mr. Rajeev Kumar Asopa, Non-Executive Non Independent Director as a member of these Committees.
The Board at its meeting held on August 12, 2024 has dissolved the Committee of Independent Directors from August 12, 2024.
A detailed note on composition of the Committees including their terms of reference has been provided in the Corporate Governance Report forming a part of this Annual Report. The composition and term of reference of all the Committee(s) of the Board are in line with the provisions of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015.
12. STATUTORY DISCLOSURES
None of the Directors of your Company is disqualified for the financial year 2023-24 as per the provisions of Section 164 and 167 of the Companies Act, 2013 Act. The Directors of the Company have made necessary disclosures as required under various provisions of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015.
13. PUBLIC DEPOSITS
During the year under review, your Company did not invite /accept any deposits from public in terms of provisions of Section 73 of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014 and no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.
Pursuant to the Companies (Acceptance of Deposits) Rules, 2014, the Company has filed requisite annual return in e-Form DPT-3 for outstanding receipt of money/loans which are not considered as deposits for financial year ended March 31, 2024 with the Registrar of Companies (ROC).
14. INSURANCE
The Company's properties including building, plant and machinery, stocks etc. have been adequately insured against major risks like fire, earthquake, terrorism and burglary etc.
15. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Particulars of loans, investments, guarantees etc. covered under the provisions of Section 186 of the Companies Act, 2013 and Regulation 34(3) read with Schedule V of the SEBI (LODR) Regulations, 2015 are mentioned in the notes forming part of the Financial Statements.
16. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
During the year under review, the Company entered into the transactions with related parties as defined under Section 2(76) of the Companies Act, 2013 read with Companies (Specification of Definitions Details) Rules, 2014 and provisions of the SEBI (LODR) Regulations, 2015, all of which were entered in the ordinary course of business and at arm's length basis. However, no materials Related Party Transactions were entered into by the Company which might have any potential conflict with the interests of the Company.
During the year under review, all Related Party Transactions were prior-approved by the Audit Committee. All repetitive Related Party Transactions along with the estimated transaction value and terms thereof were approved by the Audit Committee under "Omnibus Approval" before the commencement of financial year and thereafter reviewed them quarterly. The Board also reviewed and approved the transactions with related parties on the recommendation of the Audit Committee. The Company has a Board approved policy on dealing with Related Party Transactions and the same has been uploaded on the Company's website at:
https://www.nimbusprojectsltd.com/uploads/codes_policies/Revised_Policy_on_materiality_of_Related_Party_Transactions_and_on_dealing_with_Related_Party_Transactions.pdf
The details on Related Party Transactions as per Indian Accounting Standard (IND AS) - 24 are set out in Note No. 30 to the Standalone and Consolidated Financial Statements forming a part of this Annual Report.
The Form AOC - 2 pursuant to Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is set out as "Annexure- I" to this report.
17. RISK MANAGEMENT POLICY
Pursuant to the provisions of Section 134(3)(n) of the Companies Act, 2013, the Company has identified risks that may threaten its existence. The Company has framed a Risk Management Policy. The main objective of the Risk Management Policy of the Company is to ensure sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the business. The policy establishes a structured and disciplined approach to risk management and guide decision making on risk related issues.
The Company identifies all strategic, operational and financial risks that the Company faces, internally and externally by assessing and analyzing the latest trends in risk information available and uses them to plan for risk management activities.
Pursuant to Regulation 21 of the SEBI (LODR) Regulations, 2015, the Company is not required to constitute a Risk Management Committee.
18. VIGIL MECHANISM/ WHISTLE BLOWER POLICY
The Company has established a "Vigil Mechanism" for its employees and directors, enabling them to report any concerns of unethical behavior, suspected fraud or violation of the Company's code of conduct. To this effect the Board has adopted a "Whistle Blower Policy" which is overseen by the Audit Committee. The policy provides safeguards against victimization of the whistle blower. Employees and other stakeholders have direct access to the Chairman of the Audit Committee for lodging concern if any, for necessary action. The details of such policy are available on the website of the Company.
During the year under review, there were no complaints received under the mechanism.
19. HOLDING & SUBSIDIARY COMPANIES, JOINT VENTURE OR ASSOCIATE COMPANIES
The Company neither has any holding & subsidiary, joint venture; nor has any Company become or ceased to be its holding & subsidiary, joint venture, during the year.
During the financial year under review, there were two associate companies: i) Capital Infraprojects Private Limited; ii) Golden Palms Facility Management Private Limited
20. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There were no material changes and commitments affecting the financial position of the Company which occurred between the end of the financial year to which the financial statements relate and the date of the report.
21. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS
During the year under review, pursuant to Company's application for scheme of amalgamation, Hon'ble NCLT, Delhi Bench has passed an order dated February 20, 2024 directing the holding of meeting of Equity Shareholders of the Nimbus Projects Limited (the transferee Company) and dispensing with the requirement of holding meetings of the Preference Shareholders and the creditors of the Nimbus Projects Limited, and dispensing with the requirement of holding meetings of the shareholders and the creditors of the other Delhi based transferor Companies undergoing merger.
Further, pursuant to an application for scheme of amalgamation, Hon'ble NCLT, Kolkata Bench has passed an order dated March 13, 2024 for dispensing the meetings of Equity Shareholders and creditors of Kolkata based transferor Companies undergoing merger with Nimbus Projects Limited (the transferee Company).
However, there were no other significant and material orders passed by any regulators/courts/tribunals that could impact the going concern status and the Company's operations in future during the year under review.
22. HUMAN RESOURCES
Employees are vital and most valuable assets of the Company and we have created a favorable work environment in our organization. During the year under review, there were 8 (Eight) employees on the Company's payroll and industrial relations during the year under review remained cordial.
23. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION
Your Company is engaged in real estate activity which is not a power intensive sector. In view of the nature of activities, the particulars as prescribed under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 regarding Conservation of Energy and Technology Absorption are not applicable to the Company.
24. FOREIGN EXCHANGE EARNINGS AND OUTGO
Pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, there was no foreign exchange inflow and outflow during the year under review.
25. REMUNERATION DETAILS OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND EMPLOYEES
The Company has constituted a Nomination and Remuneration Committee in accordance with the requirements Section 178 of the Companies Act, 2013 read with the Rules made thereunder and Regulation 19 of the SEBI (LODR) Regulations, 2015. The details relating to the Committee are given in the Corporate Governance section forming a part of the Board Report.
The details of the remuneration of directors, key managerial personnel and employees in terms of Section 197(12) read with Companies (Appointment and Remuneration Managerial Personnel) 2014 are provided in "Annexure- II" to this report.
In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, no employee of the Company employed throughout the year that was in receipt of remuneration of rupees one crore two lakh or more. Further, during the year under review, there was no employee of the Company employed for a part of year who was in receipt of remuneration of rupees eight lakh and fifty thousand or more per month. Further, there were no employee(s) in the Company who was in excess of the remuneration drawn by the Managing Director during the financial year 2023-24 and held by himself or along with his spouse and dependent children, not less than 2% of the equity shares of the Company.
The Company has not granted any loan to its employees for purchase of its own shares pursuant to Section 67 of the Companies Act, 2013.
Furthermore, a list of top ten employees in terms of remuneration drawn during the financial year 2023-24 is annexed with the report as "Annexure- III".
26. AUDITORS AND AUDITOR'S REPORT
i. STATUTORY AUDITORS
At the 28th Annual General Meeting held on 30th September 2021, M/s. Oswal Sunil & Co., Chartered Accountants (FRN: 016520N) were re-appointed as Statutory Auditors of the Company to hold office from conclusion of the 28th Annual General Meeting till the conclusion of the 33rd Annual General Meeting of the Company. Further, they have confirmed that they are not disqualified from continuing as Auditors of the Company.
ii. SECRETARIAL AUDITORS
Pursuant to the provision of Section 204 of the Companies Act, 2013, your directors at their meeting held on May 29, 2023 had re-appointed Mr. Kapil Dev Vashisth, Practicing Company Secretary (Certificate of Practice No. 5458) as the Secretarial Auditors for the financial year 2023-24.
iii. INTERNAL AUDITORS
Pursuant to the provision of Section 138 of the Companies Act, 2013, your directors had re-appointed M/s. Goyal Tarun & Associates, Chartered Accountants (FRN: 026112N) as Internal Auditors for financial year 2023-24.
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 management and suitable corrective actions taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations.
iv. COST AUDITORS
In terms of the provisions of Section 148 of the Companies Acts, 2013 read with the Rules made there under, the provisions of maintenance of cost records and the provisions of cost audit are not applicable to your Company.
v. AUDITORS' REPORT
a) The Auditors' Reports on Standalone Financial Statement: The standalone Auditors' Reports on standalone financial statement for the financial year 2023-24 does not contain any qualification, reservation or adverse remark. Further, the report read together with the notes on accounts are self–explanatory and therefore, in the opinion of the Directors, do not call for any further explanation. The Auditors' Report is enclosed with the financial statements in this Annual Report.
b) Board's Comment on the Consolidated Auditors' Reports on Consolidated Standalone Financial Statement: The Board has examined the ‘emphasis of matter' mentioned in the consolidated audit report on the Consolidated Financial Statement of the Company for the financial year ended 31st March, 2024 w.r.t Capital Infraprojects Private Limited, an Associate Company.
The Board of Directors of the Company noted the reply provided by the Associate Company to the auditors' qualifications in the financial statement as on 31st March, 2024 of the Capital Infraprojects Private Limited and the Board forwards the follows replies based on the reply received from the associate company:
Auditors Comments:
1. "Refer Note 31 of the Revised lnd AS Financial statements regarding "the material uncertainty relating to Going Concern" - As at March 31, 2024, the current liabilities of the Company exceeded its current assets by Rs 54.85 crore (previous year Rs 17.39 crore). During the year ended March 31, 2024, the Company has incurred loss (before exceptional item) of Rs 9.63 crore and has commitments falling due within a year towards redemption of preference shares for Rs 41.46 crore, etc. These conditions along with Company's inability to raise funds, with normal business operations being substantially curtailed, losses incurred, and absence of any new business plans indicate the existence of a material uncertainty and significant doubt about the Company's ability to continue as a going concern. However, the management has prepared the Revised Financial Statement as Going Concern."
Board's Reply :
Their management is currently exploring opportunities for its next venture and is engaged in discussions with various organizations to explore join development opportunities for the real estate projects. In addition to exploring joint development opportunities, the management team is actively pursuing potential ventures for the development of new real estate projects. The management assures that the Company is a going concern and is actively engaged in commencing new real estate ventures."
2. "We draw attention to Note 8(c) of the Revised lnd AS Financial Statements. As on 31st March, 2024, the Company has significant Current Liabilities towards unsecured lenders, development rights, customers, etc. ln our view, the current assets are insufficient to liquidate the current liabilities. Also, Current liability exists towards holders of Redeemable Preference Shares (RPS). Again, the estimated realizable value of assets is short of RPS liability. These conditions indicate the existence of uncertainty that may cast significant doubt on the Company's ability to realize its assets adequate enough to discharge its liabilities in the normal course of business. The ultimate outcome of these matters ls at present not ascertainable". Accordingly, we are unable to comment on the consequential impact, if any, on the accompanying Revised lnd AS financial statements."
Our opinion is not modified in respect of above matter.
Board's Reply:
Their management has expanded the business horizons by undertaking new allied activities and has thus amended the main object clause of the Memorandum of Association in the Extra Ordinary General Meeting held on July 11, 2023 as to include the business of real estate consultancy services , property marketing, real estate brokers, agents, or facilitators in buying, selling, leasing, renting, or otherwise dealing with immovable properties such as residential, commercial, industrial, agricultural or any other type of real estate property or otherwise .
By undertaking the new activities, the company is hopeful that it will generate enough cash flow to meet out its liabilities towards redemption of preference shares.
Keeping in mind time involved in such infusion of fund, and with the consents of the preference shareholders and equity shareholders, the company has extended time period of redemption of preference shares for a further period of three years. This period is still subsisting.
c) The Secretarial Auditors' Report (Form MR-3) for the financial year 2023-24 is enclosed as "Annexure IV" to the Board's Report in this Annual Report. The Secretarial Audit Report for the financial year 2023-24 does not contain any qualification, reservation or adverse remark.
d) As required by the SEBI (LODR) Regulations, 2015 a certificate on compliance conditions on Corporate Governance is enclosed as "Annexure-V" and Certificate issued on qualification/ disqualification of Directors is enclosed as "Annexure-VI". The certificates for financial year 2023-24 does not contain any qualification, reservation or adverse remark. e) Pursuant to Regulation 24A of SEBI (LODR) Regulations, 2015 read with SEBI Circular CIR/CFD/CMD1/27/2019 dated February 08, 2019 a Secretarial Compliance Report issued by Mr. Kapil Dev Vashisth, Practicing Company Secretary, was filed by the Company to the stock exchanges within prescribed time for the financial year 2023-24.
A copy of the certificate is enclosed as "Annexure-VII" to the Board's report. The observations made by the PCS was duly replied therein.
27. REPORTING OF FRAUDS BY AUDITORS
During the year under review, neither the Statutory Auditors nor the Secretarial Auditors has reported any instance of fraud committed against the Company by its officers or employees under Section 143(12) of the Companies Act, 2013.
28. CORPORATE SOCIAL RESPONSIBILITY
The provisions of Section 135 of the Companies Act, 2013 and Rules framed thereunder for Corporate Social Responsibility (CSR) are not applicable to your Company.
29. SECRETARIAL STANDARDS
Your Directors state that applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) and notified by Ministry of Corporate Affairs (MCA) have been duly followed by Company.
30. DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to Section 134 of the Act, the Directors of the Company state that: a) in the preparation of the annual accounts for the financial year ending March 31, 2024, the applicable accounting standards had been followed along with proper explanation relating to material departures; b) they have selected such accounting policies as mentioned in Note No. 1 of the annual financial statements 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, 2024 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 this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d) annual financial statements have been prepared on a going concern basis; e) proper internal financial controls were in place and that such internal financial controls were adequate and were operating effectively; and f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such system was adequate and operating effectively.
31. MANAGEMENT DISCUSSION & ANALYSIS REPORT
In terms of the provision of Regulation 34(2)(e) read with Schedule V of SEBI (LODR) Regulations, 2015, a Management Discussion & Analysis Report, for the financial year under review, is presented in a separate section forming a part of the Annual Report. This report is annexed herewith as "Annexure -VIII".
32. SCHEME OF AMALGMATION
The Board in its meeting held on September 28, 2022 has approved the draft scheme of arrangement for amalgamation of Gupta Fincaps Private Limited, Urvashi Finvest Private Limited, Intellectual Securities Private Limited, Happy Graphics And Exhibition Private Limited, Link Vanijya Private Limited, Dynamo Infracon Private Limited, Pushpak Trading & Consultancy Private Limited, Mokha Vyapaar Private Limited, Padma Estates Private Limited (hereinafter collectively referred as Transferor Companies) with the Nimbus Projects Limited (Transferee Company).
The scheme of arrangement for amalgamation was filed under the provisions of Sections 230 to 232 of the Companies Act, 2013 providing for amalgamation of Gupta Fincaps Private Limited, Urvashi Finvest Private Limited, Intellectual Securities Private Limited, Happy Graphics And Exhibition Private Limited, Link Vanijya Private Limited, Dynamo Infracon Private Limited, Pushpak Trading & Consultancy Private Limited, Mokha Vyapaar Private Limited, Padma Estates Private Limited (hereinafter collectively referred as Transferor Companies) with the Nimbus Projects Limited (Transferee Company) on December 16, 2023 before the Hon'ble National Company Law Tribunal (NCLT), Delhi. Further, the NCLT vide its order dated February 20, 2024, directed with the meetings of equity shareholders of the Nimbus Projects Limited and dispensed with the requirement of holding preference shareholders and creditors meetings of the Nimbus Projects Limited and shareholders and creditors meetings of the other Delhi based Companies.
As members are aware, a meeting of equity shareholders was convened on May 25, 2024 vide NCLT order dated February 20, 2024. Further, the Chairman appointed by the Hon'ble National Company Law Tribunal (NCLT), Delhi has filed a report to NCLT.
Subsequently, the Company filed a Second Motion Petition with the Hon'ble National Company Law Tribunal, New Delhi (‘NCLT') and the NCLT through its order dated 14th June 2024, provided certain directions and fixed the next date of hearing on 06th August, 2024 for sanctioning/ further directions of the Scheme. The matter is under process under the Hon'ble National Company Law Tribunal (NCLT), Delhi.
Further, the scheme of arrangement for amalgamation was filed under the provisions of Sections 230 to 232 of the Companies Act, 2013 providing for amalgamation of Intellectual Securities Private Limited, Happy Graphics And Exhibition Private Limited, Link Vanijya Private Limited, Pushpak Trading & Consultancy Private Limited, Mokha Vyapaar Private Limited, Padma Estates Private Limited (hereinafter collectively referred as Transferor Companies) with the Nimbus Projects Limited (Transferee Company) on December 22, 2023 before the Hon'ble National Company Law Tribunal (NCLT), Kolkata. Further, the NCLT vide its order dated March 13, 2024, dispensed with the meetings of equity shareholders, creditors of Kolkata based Companies. Subsequently, the Company filed a Second Motion Petition with the Hon'ble National Company Law Tribunal Kolkata (‘NCLT') bench. The matter is under process under the Hon'ble National Company Law Tribunal (NCLT), Kolkata.
33. CORPORATE GOVERNANCE
A separate section on Corporate Governance practices followed by your Company, as stipulated under Regulation 34(3) read with Schedule V(C) of the SEBI (LODR) Regulations, 2015, is annexed as "Annexure - IX" to this report.
A certificate issued by Mr. Kapil Dev Vashisth, Practicing Company Secretary regarding compliance of conditions of corporate governance as stipulated under Schedule V(E) of the SEBI (LODR) Regulations, 2015 is annexed with this report.
34. PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT OF WOMEN AT WORK PLACE
Your Directors state that during the year under review, pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 the Company was not required to constitute an Internal Complaints Committee. Further, during the year under review, there were no complaints or cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
35. ANNUAL RETURN
Pursuant to Section 92(3) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return for the financial year 2023-24 is uploaded on the website of the Company and the same is available on: https://www.nimbusprojectsltd.com/annual-return
36. STATEMENT CONTAINING SALIENT FEATURES OF SUBSIDIARIES, JOINT VENTURE ASSOCIATE COMPANIES
During the year under review, your Company does not have any Subsidiary Company or Joint Venture Company.
During the year under review, your Company has two associate companies: Capital Infraprojects Private Limited and Golden Palms Facility Management Private Limited. The highlights on the financial statements of both associates are as follows for the financial year 2023-24:
The consolidated profits of the Company get decreased upon consolidation of financial statements of associate companies. A statement containing salient features of the financial statements of associate companies, pursuant to section 129 of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, in the prescribed form AOC-1 is attached herewith and forming a part of this Annual Report as "Annexure-X."
37. BOARD POLICIES/CODES
Pursuant to applicable provisions of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015, the details of the policies/codes approved and adopted by the Board are uploaded on Company's website: https://www.nimbusprojectsltd.com/codes-policies
38. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS
Pursuant to Section 178 of the Companies Act, 2013 read with Companies (Meeting of the Board and its powers) Rules, 2014 and SEBI (LODR) Regulations, 2015, your Company has adopted familiarization programs for Independent Directors and other directors to familiarize them with the Company, their role, rights, responsibilities, nature of the industry in which the Company operates, business model, management structure, industry overview, internal control system and processes, risk management framework etc.
Your Company aims to provide its Independent Directors, insight into the Company's business model enabling them to contribute effectively. The details of familiarization programs may be accessed on the website of the Company, at: https://www.nimbusprojectsltd.com/familiarization-programmes
39. EVALUATION OF BOARD, COMMITTEES, DIRECTORS AND KMP
Pursuant to Sections 134(3)(p), 178(2) of the Companies Act, 2013 read with Part-VIII of Schedule IV of the Companies Act, 2013 the Nomination & Remuneration Committee (NRC) shall specify the manner for effective evaluation of performance of the Board, its committees, individual directors and key managerial personnel(KMP). The evaluation can be carried out by the Board or by the NRC or by independent agency. The NRC shall review its compliance. Further, Schedule IV of the Companies Act, 2013 and Regulation 17(10) of SEBI (LODR) Regulations, 2015 state that the performance evaluation of Independent Directors shall be done by the entire Board of Directors, excluding the Director being evaluated.
SEBI (LODR) Regulations, 2015, mandates that the Board shall monitor and review the Board evaluation framework. SEBI vide Circular dated January 5, 2017 has issued a Guidance Note on Board Evaluation for Listed Companies.
The performance evaluation of the Board as a whole, its committees, all Directors and Key Managerial Personnel (KMPs) for the financial year 2023-24, was conducted based on the criteria and framework adopted by the Nomination & Remuneration Committee. The evaluation process has been further explained in the Corporate Governance report. The Board approved and took note of the evaluation results as collated by the Nomination and Remuneration Committee.
40. INTERNAL FINANCIAL CONTROL (IFC) AND ITS ADEQUACY
The Company has put in place, an internal financial control system, within the meaning of the explanation to Section 134(5)(e) of the Companies Act, 2013 to ensure the orderly and efficient conduct of its business including adherence to Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors and proper recording of financial & operational information, compliance of various internal control and other regulatory/statutory compliances.
All Internal Audit findings and control systems are periodically reviewed by the Audit Committee, which provides strategic guidance on internal control.
For the financial year ended March 31, 2024, your directors are of the opinion that the Company has adequate IFC commensurate with the nature and size of its business operations and it is operating effectively and no material weakness exists.
41. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 AND SETTLEMENT OF LOAN, IF ANY
There were no applications made or any proceedings were pending against the Company under the Insolvency and Bankruptcy Code, 2016 during the year under review.
Further, there was no instance of valuation of amount for settlement of loan(s) from Banks and Financial Institutions.
42. ADDITIONAL INFORMATION TO SHAREHOLDERS
All important and pertinent investor's information such as financial results, policies/codes, disclosures and project updates are made available on the Company's website (www.nimbusprojectsltd.com) on a regular basis.
43. ACKNOWLEDGEMENT
Your Directors express a deep sense of gratitude to the shareholders, banks, financial institutions, stakeholders, business associates, Central and State Governments for their co-operation and support and look forward to their continued support in future. Your Directors very warmly thank all our employees for their contribution to the Company's performance. We applaud them for their superior levels of competence, dedication and commitment to our Company.