Scanned by CamScanner4 ANNUAL REPORT 2015-2016 NIMBUS FOODS INDUSTRIES LIMITED (iv) The remote...

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21st Annual Report 2015-16

KEY MANAGERIAL PERSONNEL & BOARD OF DIRECTORSShri Sanjay Mangal Chairman (DIN: 05355390)Shri Amit Khaksa Executive Director (DIN: 00142084)Shri Sharad Khandelwal Director (DIN: 03447732)Shri Arvind Thakkar Director (DIN: 00966889)Smt. Priti Wadhwani Director (DIN: 03230600)Shri Jay Prakash Verma Chief Financial OfficerShri Faruk Diwan Company Secretary & Compliance Officer

(w.e.f. 29/ 12/ 2015)

AUDITORSM/ s, B. S. Rajput & AssociatesChartered AccountantsAhmedabad

BANKERSAxis Bank LimitedBank of Baroda

REGISTRAR & SHARE TRANSFER AGENTBigshare Services Private LimitedA-802 Samudra Complex,Near Klassic Gold HotelOff C G Road Navrangpura,Ahmedabad- 380 009Email: bssahd@bigshareonli ne.com

REGISTERED OFFICEPlot No. B – 13 & 14,Phase I I , GIDC Industrial Area,Naroda, Ahmedabad-382 330.Website: www.nimbusfoods.inEmail: [email protected]

CONTENTS PAGE NONotice 1Directors’ Report 8Management Discussion and Analysis Report 14Secretarial Audit Report 16Independent Auditors’ Report 32Balance Sheet 38Statement of Profit & Loss 39Cash Flow Statement 40Notes Forming Part of Accounts 41Proxy Form and Attendance Slip 53

NIMBUS FOODS INDUSTRIES LIMITED

ANNUAL REPORT 2015-2016 1


NOTICENOTICE is hereby given that the 21st Annual General Meeting of the Members of NIMBUS FOODS INDUSTRIESLIMITED will be held on Friday, 30th September, 2016 at 03.00 P.M. at PLOT NO. B-13 & 14, PHASE - I I , GIDCIndustrial Area, Naroda, Ahmedabad – 382 330 to t ransact the following businesses:

ORDINARY BUSINESS:

1. To receive, consider and adopt the Audited Balance Sheet as at 31st March, 2016 Statement of Profits & Losstogether with Cash Flow Statement and Notes forming part thereto (“Financial Statement”) for the year endedon 31st March, 2016 and Report of the Board of Directors and Auditors thereon.

2. To appoint a Director in place of Smt. Priti Wadhwani (DIN: 03230600) who retires by rotation and beingeligible offers herself for re-appointment.

3. To rat ify the appointment of the Auditors and fix their remuneration.

SPECIAL BUSINESS:

4. To rat i fy the related party t ransact ions entered into by the Company wi th related part ies during the F.Y.2015-16.

To consider and if thought fit, to give your assent/ dissent to the following resolution as an Ordinary Resolut ion:

“RESOLVED THAT pursuant to the provisions of Section 188 and all other applicable provisions, if any, of theCompanies Act, 2013 (“Act”) read with rules made there under (including any statutory modification(s) orreenactment thereof for the t ime being in force), consent of the members be and is hereby accorded forratificat ion / approval of related party transact ions entered into by the Company with related parties as setout in the explanatory statement annexed to the notice convening this meeting.

RESOLVED FURTHER THAT the Board be and is hereby authorised to do all such acts, matters, deeds, thingsand take all such steps as may be deemed necessary, proper or expedient to give effect to this resolution.”

5. To approve related party t ransact ions to be entered by the Company wi th related part ies.

To consider and if thought fit, to give your assent/ dissent to the following resolution as an Ordinary Resolut ion:

“RESOLVED THAT pursuant to the provisions of Section 188 and other applicable provisions of Companies Act,2013 read with the rules made there under (including any statutory modification(s) or re-enactment thereoffor the t ime being in force), the consent of the Company be and is hereby accorded to enter into the relatedparty t ransaction by the Company with the respect ive related part ies and for the maximum amounts perannum, as mentioned herein below:

Sr. Nature of the Name of the KMP/ Name of Related Receipts PaymentNo. transact ions as per Di rector who is Part i es (Rs. (Rs.

Sect ion 188 of the related and nature In Lacs) In Lacs)Companies Act,2013 of their relat ionship

1. Sale of goods Group Company Nimbus Beverages 300.00 -Private Limited

2. Purchase of goods Group Company Nimbus Beverages - 400.00Private Limited

3. Sale of goods Group Company Nimbus Foods Limited 325 -

4. Purchase of goods Group Company Nimbus Foods Limited - 300.00

5. Sale of goods Mr. Amit Khaksa Nimbus Infrabuilt 215 -Director is a Private LimitedCommon Director

6. Purchase of goods Mr. Amit Khaksa Nimbus Infrabuilt - 200.00Director is a Private LimitedCommon Director

7. Sale of goods Group Company Nimbus Pharmaceut icals 75.00 -Private Limited

2 ANNUAL REPORT 2015-2016


8. Purchase of goods Group Company Nimbus Pharmaceut icals - 85Private Limited

9. Sale of goods Group Company Shri Govindam Agro 200.0 -Foods Private Limited

10. Purchase of goods Group Company Shri Govindam Agro - 210Foods Private Limited

11. Sale of goods Group Company Chinar Capital Private Limited 255.00 -

12. Purchase of goods Group Company Chinar Capital Private Limited - 200.00

13. Sale of goods Group Company Passion Engineering 75.00Private Limited

14. Purchase of goods Group Company Passion Engineering - 75.00Private Limited

15. Sale of goods Group Company Balaji Resources And 75.00 -Trading Limited

16. Purchase of goods Group Company Balaji Resources And - 75.00Trading Limited

17. Sale of goods Group Company Ishan Clothes Private Limited 70.00

18. Purchase of goods Group Company Ishan Clothes Private Limited - 70.00

19. Sale of goods Mr. Amit khaksa Sushma Snacks Private Limited 300.00 -Director is aCommon Director

20. Purchase of goods Mr. Amit khaksa Sushma Snacks Private Limited - 300.00Director is aCommon Director

RESOLVED FURTHER THAT the transact ion may be entered into subject to the compliance of criteria mentionedunder Rule 15 of the Companies (Meet ings of Board and its Power) Rules, 2014 of Companies Act, 2013.

RESOLVED FURTHER THAT the Board of Directors of the Company/ or Committee thereof be and is herebyauthorised to do or cause to be done all such acts, matters, deeds and things and to set tle any queries,difficult ies that may arise with regard to any transaction with the related party and execute such agreements,documents and writings and to make such fil ings as may be necessary or desirable for the purpose of givingeffect to this resolut ion, in the best interest of the Company”.

Regtd. Off i ce By order of Board of DirectorsPlot No B-13 & 14, For, Nimbus Foods Indust ries LimitedPhase I I , GIDC Industrial Area,Naroda, Ahmedabad – 382330. Sanjay MangalDate : 13/ 08/ 2016 Chai rmanPlace : Ahmedabad (DIN: 05355390)

NOTES

1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND ANDVOTE ON A POLL INSTEAD OF HIMSELF AND PROXY NEED NOT BE A MEMBER OF THE COMPANY.

Proxies, in order to be effective, must be received by the Company, duly fil led, stamped and signed, at itsRegistered Office not less than 48 hours before the Meeting.

Proxies submitted on behalf of l imited companies, societ ies, etc., must be supported by appropriate resolutions/authority, as applicable, issued on behalf of the nominating organization.



A person can act as proxy on behalf of Members not exceeding fifty (50) and holding in the aggregate notmore than 10% of the total share capital of the Company carrying voting rights. In case a proxy is proposedto be appointed by a Member holding more than 10% of the total share capital of the Company carrying votingrights, then such proxy shall not act as a proxy for any other person or Member.

2. Corporate Members intending to send their authorized representatives to at tend the AGM are requested tosend a duly cert ified copy of their Board Resolut ion authorizing their representatives to attend and vote at theAGM.

3. In case of joint holders attending the Meeting, only such joint holder who is higher in the order of names willbe entit led to vote.

4. Members / Proxies / Authorized Representatives should bring the enclosed Attendance Slip, duly fi lled in, forat tending the Meeting. Copies of the Annual Report or Attendance Slips will not be distributed at the Meeting.

5. Relevant documents referred to in the accompanying Notice are open for inspection by the members at theRegistered Office of the Company on all working days, except Saturdays, during business hours up to the dateof the Meeting.

6. Profile of the Directors seeking appointment / re-appointment as required in terms of Regulation 36 of theSEBI (Listing Obligations and Disclosure requirements) Regulations, 2015, is annexed to this Notice.

7. Pursuant to the provisions of Sect ion 91 of the Companies Act, 2013, the Register of Members and ShareTransfer Books of the Company will remain closed from Friday 23rd September, 2016 to Friday, 30th September,2016 (both days inclusive).

8. SEBI has mandated the submission of Permanent Account Number (PAN) for participating in the securitiesmarket, deletion of name of deceased holder, t ransmission / transposit ion of shares. Members are requestedto submit the PAN details to their Depository Participant (DP) in case of holdings in dematerialised form or toM/ s. Bigshare Services Pvt. Ltd. A-802 Samudra Complex, Near Klassic Gold Hotel, Off C G Road Navrangpura,Ahmedabad-380 009 Gujarat in case of holdings in physical form, ment ioning your correct reference folionumber.

9. Members holding shares in physical form are requested to consider converting their holding to dematerialisedform to eliminate all risks associated with physical shares and for ease in portfolio management. Memberscan contact M/ s. Bigshare Services Pvt. Ltd. A-802 Samudra Complex, Near Klassic Gold Hotel, Off C G RoadNavrangpura, Ahmedabad-380 009 Gujarat for assistance in this regard.

10. The Annual Report 2015-16 of the Company circulated to the Members of the Company, will be made availableon the Company’s website at www.nimbusfoods.in and also on the website of the respect ive Stock Exchangesat www.bseindia.com.

11. Members desirous of get ting any informat ion about the Accounts of the Company are requested to write to theCompany at least seven days in advance of the Meet ing, so that the information can be kept ready at theMeet ing.

Process and manner for members opt ing for vot ing through Elect ronic means:

(i) Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies(Management and Administration) Rules, 2014 and Regulation 44 of the SEBI (Listing Obligat ions and DisclosureRequirements) Regulations, 2015, the Company is pleased to provide to its members facility to exercise theirright to vote on resolutions proposed to be passed in the Meeting by electronic means. The members may casttheir votes using an electronic voting system through remote e-vot ing services provided by Central DepositoryServices Limited (CDSL) from a place other than the venue of the Meeting.

(ii) The Members whose names appear in the Register of Members / List of Beneficial Owners as on 23rd September,2016 (cut – off date) are ent itled to avail the facility of remote e-voting as well as vot ing at the AGM. Anyrecipient of the Notice, who has no vot ing rights as on the Cut-off date, shall treat this Notice as intimationonly.

(iii) A person who has acquired the shares and has become a member of the Company after the dispatch of theNotice of the AGM and prior to the Cut-off date i.e. 23rd September, 2016, shall be entitled to exercise his/ hervote either electronically i.e. remote e-voting or through the Poll Paper at the AGM by following the procedurementioned in this part.



(iv) The remote e-voting will commence on 27th September, 2016 at 10.00 a.m. and ends on 29th September, 2016at 5.00 p.m. During this period shareholders’ of the Company, holding shares either in physical form or indematerialized form, as on the cut-off date 23rd September, 2016, may cast their vote electronically. Themembers will not be able to cast their vote electronically beyond the date and time ment ioned above and theremote evoting module shall be disabled for voting by CDSL thereafter. The e-voting module shall be disabledby CDSL for vot ing thereafter.

(v) Once the vote on a resolut ion is cast by the member, he/ she shall not be allowed to change it subsequent lyor cast the vote again.

(vi) The facility for voting through Poll Paper would be made available at the AGM and the members attending themeeting who have not already cast their votes by remote e-voting shall be able to exercise their right at themeeting through Poll Paper. The members who have already cast their vote by remote e-vot ing prior to themeeting, may also attend the meet ing, but shall not be entit led to cast their vote again.

(vii) The voting rights of the members shall be in proportion to their share in the paid up equity share capital of theCompany as on the Cut-off date i.e. 23rd September, 2016.

(viii) The Company has appointed Mr. Devesh Khandelwal, Proprietor of Khandelwal Devesh & Associates, PractisingCompany Secretary (Membership No. FCS: 6897; CP No: 4202), to act as the Scrutinizer for conducting theremote e-voting process in a fair and transparent manner.

The procedure and inst ruct ions for remote e-vot ing are, as fol lows:

Step 1 : Open your web browser during the vot ing period and log on to the e-vot ing website www.evot ingindia.com

Step 2 : Now click on “Shareholders” to cast your votes.

Step 3 : Now, fill up the following details in the appropriate boxes:

User-ID a) For CDSL : 16 digits beneficiary IDb) For NSDL: 8 Character DP ID followed by 8 Digits Client IDc) Members holding shares in physical form should enter the Folio Number registered with

the Company.

Step 4 : Next, enter the Image Verification as displayed and Click on Login.

I f you are holding shares in demat form and had logged on to www.evotingindia.com and voted on anearlier voting of any company, then your existing password is to be used.

Step 5 : I f you are a first time user follow the steps given below:

For Members holding shares in Demat Form and Physical Form

PAN Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable forboth demat shareholders as well as physical shareholders)

• Members who have not updated their PAN with the Company/ Depository Participantare requested to use the sequence number in the PAN field. The Sequence Numberwill be intimated to such member by way of a letter.

• In case the sequence number is less than 8 digits enter the applicable number of 0’sbefore the number after the first two characters of the name in CAPITAL letters.Eg.I f your name is Ramesh Kumar with sequence number 1 then enter RA00000001 inthe PAN field.

DOB Enter the Date of Birth as recorded in your demat account or in the company records forthe said demat account or folio in dd/ mm/ yyyy format.

Dividend Enter the Dividend Bank Details as recorded in your demat account or in the companyBank records for the said demat account or folio.Details

Please enter the DOB or Dividend Bank Details in order to login.

Step 6 : After entering these details appropriately, click on “SUBMIT” tab.

Step 7 : Members holding shares in physical form will then reach direct ly the Company select ion screen.However, members holding shares in demat form will now reach ‘Password Creat ion’ menu wherein



they are required to mandatorily enter their login password in the new password field. Kindly note thatthis password is to be also used by the demat holders for voting for resolut ions of any other companyon which they are eligible to vote, provided that company opts for e-vot ing through CDSL platform. I tis strongly recommended not to share your password with any other person and take utmost care tokeep your password confidential.

I f Demat account holder has forgotten the changed password then Enter the User ID and the imageverificat ion code and click on Forgot Password & enter the details as prompted by the system.

Step 8 : For Members holding shares in physical form, the details can be used only for e-vot ing on the resolutionscontained in this Notice.

Step 9 : Click on the EVSN for the relevant <Company Name> on which you choose to vote.

Step 10 : On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the opt ion “YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to theResolution and option NO implies that you dissent to the Resolution.

Step 11 : Click on the “RESOLUTIONS FILE LINK” if you wish to view the ent ire Resolution details.

Step 12 : After select ing the resolution you have decided to vote on, click on “SUBMIT”. A confirmat ion box willbe displayed. I f you wish to confirm your vote, click on “OK”, else to change your vote, click on“CANCEL” and accordingly modify your vote. Once you “CONFIRM” your vote on the resolution, you willnot be allowed to modify your vote.

Step 13 : You can also take out print of the voting done by you by clicking on “Click here to print” option on theVoting page.

Step 14 : Note for Non – Individual Shareholders and Custodians

• Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodian are requiredto log on to www.evot ingindia.com and register themselves as Corporates.

• A scanned copy of the Registration Form bearing the stamp and sign of the ent ity should beemailed to [email protected].

• After receiving the login details a compliance user should be created using the admin login andpassword. The Compliance user would be able to link the account(s) for which they wish to vote on.

• The list of accounts should be mailed to [email protected] and on approval of theaccounts they would be able to cast their vote.

• A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued infavour of the Custodian, if any, should be uploaded in PDF format in the system for the scrut inizerto verify the same.

In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions (“FAQs”)and e-vot ing manual avai l able at www.evot ingindia.com under help sect ion or wri t e an emai l t [email protected].

The results declared along with the Scrutinizer’s Report shall be placed on the Company’s website www.nimbusfoods.inand on the website of CDSL i.e. www.cdslindia.com within three days after the conclusion of the Annual GeneralMeeting of the Company and shall also be communicated to Stock Exchanges where the shares of the Company arelisted.



BRIEF PROFILE OF THE DIRECTOR/ S SEEKING APPOINTMENT/ RE-APPOINTMENT

AT THE 21st ANNUAL GENERAL MEETING

(Pursuant to Regulation 36(3) of the SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015)

Part iculars Detai lsName Smt. Pri t i Wadhwani

DIN 03230600

Designat ion Director

Date of Birth 22/ 03/ 1981

Date of Appointment 06/ 04/ 2015

Quali f icat ions experience in speci f ic funct ional area Commerce Graduate

Di rectorship held i n other companies* NIL

Membership / Chairmanships of Commit tee in other Publ ic Companies NIL

Relat ionships between directors inter se None

Number of shares held i n the Company NIL

* Pvt. Companies excluded

ANNEXURE TO THE NOTICE:EXPLANATORY STATEMENT

(PURSUANT TO SECTION 102 (1) OF THE COMPANIES ACT, 2013)

The following statement sets out all material facts relating to Special Business ment ioned in the accompanyingNot ice:

I t em No. 4

Pursuant to the provisions of Section 188 of the Companies Act, 2013 read with rules made there under, consent ofmembers by way of Ordinary Resolution is required for rat ification/ approval of related party t ransact ions enteredinto by the Company with related parties.

The Company has entered into following related party transactions with the related parties during the year underreview:

Name of Related Part i es Nature of Relat i onship Nature of Transact ion Transact ion duringthe year ( in Rs.)

Nimbus Beverages Private Limited Group Company Sales 2,36,899/ -

Purchase 2,13,626/ -

Nimbus Foods Limited Group Company Purchase 71,400/ -

Passion Engineering Solutions Group Company Advance given for 1,50,000/ -Private Limited Purchase

Chinar Capital Market Private Group Company Advance given 74,38,050/ -Limited

Nimbus Beverages Private Limited Group Company Advance given 27,82,089/ -

Nimbus Foods Limited Group Company Advance given 58,66,193/ -

Nimbus Pharmaceut icals Private Group Company Advance given 46,40,000/ -Limited

Sushma Snacks Private Limited Group Company Advance given 94,12,000/ -

The respective t ransact ions have been carried out on arm’s Length basis and all factors relevant to the respectivetransactions have been considered by the Board.



Except Mr. Amit J. Khaksa (DIN: 00142084), none of the Directors and Key Managerial Personnel of the Companyand their relatives is concerned or interested, financially or otherwise, in the said resolution.

The Board accordingly recommends the resolution as set out in I tem No. 04 of the Notice for the Shareholders byway of ordinary resolution.

I t em No. 5

The Companies Act, 2013 aims to ensure transparency in the transactions and dealings between the related partiesof the Company. The provisions of sect ion 188(1) of the Companies Act, 2013 that govern the Related PartyTransact ions, Requires that for entering into any contract or arrangement as mentioned herein below with therelated party, the Company must obtain the prior approval of Shareholders by way of ordinary resolution;

1. Sale, purchase or supply of any goods or materials directly or through appointment of agents exceeding tenpercent of the turnover of the Company or rupees one hundred crore, whichever is lower as ment ioned inClause (a) and Clause (e) respect ively of sub-sect ion (1) of Section 188.

2. Leasing of property of any kind exceeding ten percent of the net worth or exceeding ten percent of turnoverof the Company or rupees one hundred crore, whichever is lower as mentioned in clause (c) of sub-section (1)of Section 188.

3. Availing or rendering of any services directly or through appointment of agents exceeding ten percent of theturnover of the Company or rupees fifty Crore, whichever is lower, as mentioned in clause (d) and clause (e)of sub-section (1) of Section 188.

In the light of the provisions of the Companies Act, 2013, the Board of Directors of your Company has approved theproposed transact ions along with annual limit that your Company may enter into with the related parties (asdefined under section 2(76) of the Companies Act, 2013) the name of the related parties, name of the Director orKey Managerial Personnel who is related, if any and nature of relat ionship is mentioned in the resolution.

The respective t ransactions are proposed to be carried out on arm’s Length basis and all factors relevant to therespective t ransact ions have been considered by the Board.

Except Mr. Amit J. Khaksa (DIN: 00142084), none of the Directors and Key Managerial Personnel of the Companyand their relatives is concerned or interested, financially or otherwise, in the said resolution.

The Board accordingly recommends the resolution as set out in I tem No. 05 of the Notice for the approval of themembers.

Regtd. Off i ce By order of Board of DirectorsPlot No B-13 & 14, For, Nimbus Foods Indust ries LimitedPhase I I , GIDC Industrial Area,Naroda, Ahmedabad – 382330. Sanjay MangalDate : 13/ 08/ 2016 Chai rmanPlace : Ahmedabad (DIN: 05355390)



DIRECTORS’ REPORTTO,THE MEMBERS ofNIMBUS FOODS INDUSTRIES LIMITED

Your Directors have the pleasure of presenting their 21st ANNUAL REPORT on the business and operat ions of theCompany together with the Audited Statement of Account for the Financial Year ended on 31st March, 2016.

FINANCIAL PERFORMANCE

During the year under review, your Company has achieved total Profit of ` 30.00 lacs. As compared to last year’sperformance, the Company’s performance and operat ions are improving and your directors are optimist ic about thefuture growth and performance of the Company.

The details of the financial results are as under:

(In Lacs)

DIVIDEND:

To conserve the resources for the future requirement of the company, your directors have not recommended anydividend for the year.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

Since there was no unpaid/ unclaimed dividend, the provisions of Section 125 of the Companies Act, 2013 do notapply.

TRANSFER TO RESERVES

During the year under review, the Company has not t ransferred any amount to reserves.

CHANGE IN THE NATURE OF THE BUSINESS

During the year, there is no change in the nature of the business of the Company.

PUBLIC DEPOSITS:

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of theCompanies Act, 2013 (“the Act”) read with the Companies (Acceptance of Deposit) Rules, 2014 during the periodunder review. Hence, the requirement for furnishing the details of deposits which are not in compliance withChapter V of the Act is not applicable.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

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

Part iculars

Year ending on 31st March, 2016

Year ending on 31st March,2015

Total Revenue from Operat ions (Net) ( Incl. Changes in Inventories)

1505.52 1353.73

Less: Expenditure 1401.82 1260.30 Profit/ Loss before interest, depreciation and tax 103.70 93.43 Less: Interest 31.91 35.36 Less: Depreciation & Amortization cost 26.08 26.76 Prof i t / (Loss) before Tax 45.71 31.31 Less: Tax Expense 15.71 12.08 Prof i t / (Loss) after Tax 30.00 19.23



BOARD OF DIRECTORS:

a) Composi t ion of Board

b) Changes in the Board during the year:During the year under review, Mrs. Prit i Wadhwani (DIN: 03230600) has been appointed as an additionaldirector of the company w.e.f. 06/ 04/ 2015.Mrs. Prit i Wadhwani (DIN: 03230600) has been appointed as a Director in the Annual general Meeting held onWednesday, 23rd September, 2015.

c) Ret i rement by rotat ion:As per the provisions of Sect ion 152 of the Companies Act, 2013, Mrs. Prit i Wadhwani (DIN: 03230600) isliable to retire by rotat ion at the ensuing Annual General Meeting and being eligible, offers herself forreappointment. Your Directors recommends her reappointment.

NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEWThe Board of Directors duly met Six (6) times on 06th April 2015, 30th May 2015, 14th August 2015, 14th November2015, 29th December 2015 and 13th February 2016.KEY MANAGERIAL PERSONNELDuring the period under review, the Board of Directors in their meeting held on 30th May, 2015 appointed Mr. JayPrakash Varma as Chief Financial Officer of the Company.Further, the Board of Directors in their meet ing held on 29th December, 2015 appointed Mr. Faruk H. Diwan,Associate Company Secretary as the Company Secretary & Compliance Officer of the Company w.e.f 29th December,2015.DECLARATIONS BY INDEPENDENT DIRECTORSAll the Independent Directors of the Company have given their declarat ions stating that they meet the criteria ofindependence as laid down under Sect ion 149(6) of the Companies Act, 2013 and in the opinion of the Board, theIndependent directors meet the said criteria.STATEMENT ON FORMAL ANNUAL EVALUATION OF BOARDNomination and Remuneration Committee annually evaluates the performance of individual Directors, Committees,and of the Board as a whole in accordance with the formal system adopted by it. Further, the Board also regularlyin their meetings held for various purposes evaluates the performance of all the Directors, committees and theBoard as a whole. The Board considers the recommendat ion made by Nomination and Remunerat ion Commit tee inregard to the evaluation of board members and also tries to discharge its duties more effect ively. Each Boardmember’s contribution, their part icipation was evaluated and the domain knowledge they bring. They also evaluatedthe manner in which the information flows between the Board and the Management and the manner in which theboard papers and other documents are prepared and furnished.DIRECTORS’ RESPONSIBILITY STATEMENTIn terms of Sect ion 134 (5) of the Companies Act, 2013, the directors would like to state that:i. In the preparation of the annual accounts, the applicable accounting standards have been followed.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 theCompany at the end of the financial year and of the profit or loss of the Company for the year under review.

Name of Directors Designat ion Category No. of Board Meeting held

during the year

No. of Board Meeting

attended during the year

Mr. Sanjay Mangal Chairman & Director Independent 6 6 Mr. Amit J. Khaksa Executive Director Promoter Executive 6 6

Mr. Arvind A. Thakkar Director Independent 6 6 Mrs. Priti Wadhwani Director Non-Independent Non-

Executive 6 6

Mr. Sharad Khandelwal Director Non-Independent Non-Executive

6 6



iii. The directors had taken proper and sufficient care for the maintenance of adequate account ing records inaccordance with the provisions of this Act for safeguarding the assets of the Company and for preventing anddetect ing 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 effect ively.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.AUDITORSA) Rat i f i cat ion of Statutory Audi tors:

The present Auditors of the Company M/ s B. S. Rajput & Associates, Chartered Accountants, Ahmedabad wereappointed as Auditors at the 19th Annual General Meeting held on 30th September 2014 to hold office ti ll theconclusion of 23rd Annual General Meeting to be held in Financial Year 2017-18.Pursuant to the provisions of Section 139 of the Companies Act, 2013 read with the Companies (Audit andAuditors) Rules, 2014, the Company shall place the matter relat ing to such appointment for rat ificat ion bymembers at every annual general meet ing and therefore it is proposed to ratify the appointment of M/ s. B.S.Rajput & Associates, Chartered Accountants, as the Statutory Auditors of the Company.The consent of M/ s. B.S. Rajput & Associates, Chartered Accountants along with certificate under Section 139of the Act has been obtained to the effect that their ratification, if made, shall be in accordance with theprescribed conditions and that they are eligible to hold the office of Auditors of the Company.The notes and remarks of Auditors’ are self-explanatory and therefore do not require any further clarification.

B) Cost Audi torsThe Company has not appointed the Cost Auditor as pursuant to Sect ion 148 of the Companies Act, 2013 readwith the Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit is not applicable to theCompany.

C) Secretarial Audi torsM/ s. G R Shah & Associates, Company Secretaries, Ahmedabad were appointed as Secretarial Auditor of theCompany to conduct secretarial audit pursuant to the provisions of Section 204 of the Companies Act, 2013.The secretarial audit of the Company has been conducted on a concurrent basis in respect of the matters asset out in the said rules and Secretarial Audit Report given by M/ s. G R Shah & Associates, Company Secretaries,Secretarial Auditor of the Company forms part of this report and is marked as Annexure-”A”.The said report contains observation or qualifications relat ing to delay in filing of vot ing results and nonholding of hundred percent shareholding of promoter and promoters group in dematerialized form.The Board of Directors of your Company would like to explain on the said observations that-

1. As per clause 35A of listing agreement, the Company is required to submit voting results of AGM within 48hours of Annual General Meeting. The Company obtained the scrut inizer's report on 24th September, 2015 andthe Company was required to submit voting results by 26th September, 2015, however, it was submit ted on29th September, 2015. The delay of 72 hours in filing voting result as per Listing Agreement was due to sometechnical problem and the error is not so material. The Board always strives to comply with all the applicablerules and regulations within stipulated time period.

2. The company had approached to all promoters who are not holding the shares in demat form to get thereshares dematerialized. However same could not completed due to various reasons.The promoters who are holding the shares in physical form had transfer their shares to other promoter andtransferee promoter has already initiated the process to dematerialized the balance physical shares.

REGISTRAR AND SHARE TRANSFER AGENT OF THE COMPANYThe SEBI vide its order No.WTM/ RKA/ MIRSD2/ 41/ 2016 dated 22nd March, 2016 has advised all the clients of theSharepro Services (India) Private Limited (hereinafter referred to as “Sharepro”) to carry out/ switch over theactivities related to Registrar and Share Transfer Agent due to certain irregularit ies and hence the Company hasterminated its services with Sharepro.The Board of Directors of the company at their meeting held on 30th May 2016 approved the appointment of M/ SBigshare Services Private Limited in place of M/ s Sharepro Services (India) Private Limited. The Bigshare ServicesPrivate Limited will act as Common Share Registry of the Company w.e.f 1st July, 2016.



PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS ANDOUTGO

A. CONSERVATION OF ENERGY:

i. the steps taken or impact on conservation of energy : Ni lii. the steps taken by the company for utilising alternate sources of energy : Noneiii. the capital investment on energy conservation equipments : Ni l

B. TECHNOLOGY ABSORPTION:i . the efforts made towards technology absorption : Noneii. the benefits derived like product improvement, cost reduction, product development or import substitution :

Noneiii. in case of imported technology (imported during the last three years reckoned from the beginning of the

financial year)-

a) the details of technology imported : Noneb) the year of import : N.A.

c) whether the technology been fully absorbed : N.A.

d) if not fully absorbed, areas where absorpt ion has not taken place, and the reasons thereof : N.A.e) the expenditure incurred on Research and Development : Ni l

C. There was no foreign exchange inflow or Outflow during the year under review.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT,2013The Company has given loan, guarantee or security covered under the provisions of Section 186 of the CompaniesAct, 2013. The details of the loans, guarantees given and investments made by company are given in the financialstatement of the Company. (Please refer Note No. 11 and 16 of the financial statements).

PARTICULARS OF EMPLOYEESThe informat ion required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remunerationof Managerial Personnel) Rules, 2014 in respect of employees of the Company, forms part of this report asAnnexure “B”. However, as permitted in terms of Sect ion 136 of the Act, this Annual Report is being sent to all themembers and others ent itled thereto, excluding the said annexure. Members who are interested in obtaining theseparticulars may write to the Company Secretary at the Registered Office of the Company. The aforesaid annexure isalso available for inspect ion by members at the Registered Office of the Company, any day between the date of theapproval of Board Report and the date of AGM, during business hours on working days.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:During the year under review, the Company has entered into any contracts or arrangements with related part ies.The part iculars of Contracts or Arrangements made with related part ies required to be furnished under section134(3) are disclosed in the prescribed form (Form AOC-2) which is at tached to this Report as Annexure- “C”.

EXTRACT OF ANNUAL RETURN:The extract of the Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies(Management and administration) Rules, 2014 in Form MGT-9 is appended here in Annexure “D” to this Report.ADEQUACY OF INTERNAL FINANCIAL CONTROLSThe Company has in place adequate internal financial Controls with reference to Financial Statements. The Boardhas inter alia reviewed the adequacy and effectiveness of the Company’s internal financial controls relating to itsfinancial statements.

During the year, such Controls were tested and no reportable material weakness was observed.

DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITYINITIATIVESThe Company has not developed and implemented any Corporate Social Responsibility init iat ives as the saidprovisions are not applicable.



STATEMENT REGARDING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY

The Company has not developed and implemented any risk management policy as the risk threatening the businessactivity carried out by the Company during the year are minimal.

AUDIT COMMITTEE

Pursuant to the provisions of section 177(8) of the Companies Act, 2013, the Board hereby disclose the compositionof the Audit Commit tee and other relevant matters as under:

The Audit Commit tee comprises:

The Audit Committee acts in accordance with the terms of reference specified by the Board of Directors of theCompany. Further during the period under review, the Board of Directors of the Company had accepted all therecommendations of the Commit tee.

During the financial year ended on 31st March 2016, the Audit Commit tee met Four t imes on 30/ 05/ 2015, 14/ 08/2015, 14/ 11/ 2015 and 13/ 02/ 2016.

VIGIL MECHANISM/ WHISTLER BLOWER POLICY

Pursuant to the provisions of Section 177(9) of the Companies Act, 2013 and SEBI (Listing Obligat ions and DisclosureRequirements) Regulations, 2015, the Board of Directors of the Company has established vigil mechanism/ Whist leBlower Policy for Directors and employees of the Company to report genuine concerns regarding unethical behaviour,actual or suspected fraud or violation of the Company’s code of conduct and ethics Policy. The said mechanism alsoprovides for direct access to the Chairperson of the Audit Committee in appropriate or except ional cases.

The Board of Directors of the Company frequent ly reviews the vigil mechanism/ whistle blower policy in order toensure adequate safeguards to employees and Directors against victimization.

The said policy is also available on the website of the Company at www.nimbusfoods.in

NOMINATION AND REMUNERATION COMMITTEE:

• The composit ion of the Commit tee is as under:

The Board has in accordance with the provisions of sub-section (3) of Section 178 of the Companies Act, 2013,formulated the policy sett ing out the criteria for determining qualifications, posit ive att ributes, independence of aDirector and policy relating to remuneration for Directors, Key Managerial Personnel and other employees. The saidpolicy is furnished in Annexure- “E” and is attached to this report.

During the year, two meeting of the Committee were held on 06/ 04/ 2015, 30/ 05/ 2015 and 29/ 12/ 2015.

STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholder’s Relat ionship Committee comprises of the following members:

NAME OF THE DIRECTORS CATEGORY OF DIRECTORSHIP DESIGNATION

NUMBER OF MEETINGS HELD ATTENDED

Mr. Arvind A. Thakkar Independent Non Executive Chairman 4 4 Mr. Sanjay G. Mangal Independent Non Executive Member 4 4 Mr. Amit J. Khaksa Promoter Executive Member 4 4

NAME OF THE DIRECTORS CATEGORY DESIGNATION Mr. Sanjay G. Mangal Independent Non Executive Chairman

Mr. Sharad K. Khandelwal Non-Independent Non Executive Member Mr. Amit J. Khaksa Promoter Executive Member

NAME OF THE DIRECTORS CATEGORY OF DIRECTORSHIP DESIGNATION

NUMBER OF MEETINGS HELD ATTENDED

Mr. Sanjay G. Mangal Independent Non Executive Chairman 3 3 Mr. Arvind A. Thakkar Independent Non Executive Member 3 3

Mr. Sharad K. Khandelwal Non-Independent Non Executive Member 3 3



Detai ls of Investor’s grievances/ Complaints:

The Company has not received any complaints during the year. The pending complaints of the Shareholders/Investors registered with SEBI at the end of the current financial year ended on 31st March, 2016 are NIL.

There were no pending requests for share transfer/ dematerialisat ion of shares as of 31st March 2016.

Compl iance Off i cer :

Mr. Faruk H. Diwan is the Compliance Officer of the Company w.e.f 29th December, 2015 who is also designated asCompany Secretary of the Company.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVEOCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH FINANCIAL STATEMENTSRELATE AND THE DATE OF THE REPORT

No material changes and commitments affecting the financial position of the Company have occurred between theend of the financial year to which this financial statements relate and the date of this report.

SIGNIFICANT AND MATERIAL ORDER PASSED BY REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOINGCONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE

No significant and material order was passed by regulators or courts or tribunals impacting the going concernstatus and company’s operations in future.

MANAGEMENT’S DISCUSSION AND ANALYSIS REPORT

The Management’s Discussion and Analysis Report for the year under review, as st ipulated under Regulat ion34(2)(e) of the Listing Regulations is given as an annexure to this report.

FINANCIAL CALENDAR

The Company expects to announce the unaudited/ audited quarterly results for the year 2016-17 as per the followingschedule:

First quarter : 2nd week of August, 2016

Half-yearly results : 2nd week of November, 2016

Third quarter : 2nd Week of February, 2017

Yearly Results : By end of May, 2017

LISTING

The Equity Shares of the Company are listed on Bombay Stock Exchange (BSE). The Company yet to pay annuallisting fee for the F.Y. 2016-17, further the Company is regular in compliances of various clauses and regulations ofthe Listing Agreement and/ or LODR.

CORPORATE GOVERNANCE

As per the provisions of SEBI (Listing Obligat ions and Disclosures requirement) Regulation, 2015, the annual reportof the listed entity shall contain Corporate Governance Report and it is also further provided that if the Company isnot having the paid up share capital exceeding ` 10 crores and Net worth exceeding ` 25 crores, the said provisionsare not applicable. As our Company does not have the paid up share capital exceeding ` 10 crores and Net worthexceeding `25 crores, the Corporate Governance Report is not applicable and therefore not provided by the Board.

ACKNOWLEDGEMENTYour Directors place on record their sincere thanks to bankers, business associates, consultants, and variousGovernment Authorit ies for their continued support extended to your Companies act ivities during the year underreview. Your Directors also acknowledges gratefully the shareholders for their support and confidence reposed onyour Company.

For and on behalf of the Board

Sanjay MangalPlace : Ahmedabad Chairman & Di rectorDate : 13/ 08/ 2016 (DIN: 05355390)



MANAGEMENT DISCUSSION AND ANALYSISa. Industry Structure and Developments:

Your Company’s Bakery port folio includes biscuit, bread, cake and rusk. Bread and Biscuits are the largest ofthese categories, and has attracted a vast array of competitors ranging from large national local companiesto smaller regional players. Cake, Rusk and bread Overall Bakery, despite the general economic sluggishness,is still growing at 13-15%, with specific segments within that, growing faster – at the top end, driven bydifferent iat ion and new tastes, experiences, and at the bottom end, through availability and affordability.

The food market itself has seen some interesting structural changes in the past few years with the emergenceof a diversified palate of choices across functional and indulgent products. Additionally, with greater affluenceand exposure, consumers are increasingly migrating from unbranded commodities, sold loose, to branded andpackaged solut ions that are hygienic and convenient. The company, therefore expects the overall Bakerymarket to grow 15-17% in the coming year.

b. Business Strategy

Your Company’s strategy is based on inspirational growth, in the context of the opportunities and challengesthat the Indian market presents – an increasing consumer appetite to continually upgrade, irrespective ofprice points, demanding value for money propositions at all times and a more intense and vibrant competitivescenario.

The focus continues to be on profitable growth, driven through innovat ion and operational excellence rightthrough the value chain. Revenue and cost management form an intrinsic part of operational excellence andwill cont inue to be monitored closely for improvement. The role of innovation in your Company is aboutcreat ing new sources of value. These include completely new or renovated products and packs that creategreater consumer delight or the application of new technology that reduces cost and increases quality delivery,or a process innovation that reduces time to complet ion and increases efficiency. This comprehensive view ofinnovation enables your Company to experiment and pilot new initiatives and scale those that are successful.An in-depth understanding of consumers and what excites and motivates them forms the backbone of all ouractions – from product design and benefit proposit ions, to their delivery. Building, improving and maintainingconsumer preference and purchase form the basis of your Company’s business and long-term success.

c. Segment wise Performance:

The Company’s primary business is bakery and confect ionery. The food related products of the Companyincorporate product group’s viz. Bakery and Bread which have similar risks and returns and are in one segmentonly.

d. Recent Trend and Future Out look:

The domestic market for packaged, branded bakery product is expected to grow 13-15% in the near term. Thechallenge to profitable growth comes from the trend in commodity prices, the general economic sentimentand a macro environment that contributes to operational stability in the manufacturing units and markets.Simultaneously, the Indian market opportunity and food market growth will at tract new local and internationalplayers with deep pockets and a differentiated capability in their domains of operat ion to enter and expandoperat ions in India. Creat ing a leadership posit ion in this environment will demand that your Company’sbrands and their propositions are relevant and exciting for consumers and differentiated enough to create ahigher preference and purchase. Your Company’s focus is on different iat ing its products and cont inuallyrenovating and innovat ing them to create unique and superior experiences for its consumers and customers.This, combined with effect ive cost management will generate profitable growth.

e. Internal Control Systems and their Adequacy:

The Company has adequate systems of internal Controls commensurate with its size and operations to ensureorderly and efficient conduct of business.

f . Financial Performance wi th respect to operat ional performance:

The Financial performance of the Company for the year 2015-16 is described in the Directors’ Report under thehead Financial Performance.



g. Human Resources/ Industrial Relat ions:

Relation between management and the employees at all level remained healthy and cordial throughout theyear. The management and the employees are dedicated to achieve the corporate objectives and the targetsset before the company.

h. Risk and Concerns:

Your company perceives the commercial and business related risk. Like any other industry, Flour Mill industryis also exposed to risk of compet ition, government policies, natural factor etc. As the Company is neitherimport ing nor exporting raw material/ finished product, the Company has no risk on account of Exchange Ratefluctuations. The Company has taken necessary measures to safeguard its assets/ interests etc.

i . Caut ionary Statement:

Statement in this Management Discussion and Analysis Report, Describing the Company’s objectives, est imatesand expectat ions may const itute Forward Looking Statements within the meaning of applicable laws orregulations. Actual results might differ materially from those either expressed or implied.

For and on behalf of the Board




Annexure - " A"

SECRETARIAL AUDIT REPORTFOR THE FINANCIAL YEAR ENDED 31st MARCH, 2016

[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 MembersNIMBUS FOODS INDUSTRIES LIMITEDAhmedabad

I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence togood corporate pract ices by NIMBUS FOODS INDUSTRIES LIMITED (CIN: L30006GJ1995PLC025631) (hereinaftercalled” Company”). Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluatingthe corporate conducts/ statutory compliances and expressing my opinion thereon.

Based on my verification of Company’s the books, papers, minute books, forms and returns filed and other recordsmaintained by the Company and also the information provided by the Company, its officers, agents and authorizedrepresentatives during the conduct of secretarial audit, I hereby report that in my opinion, the Company has, duringthe audit period ended on 31st March, 2016 (‘Audit Period’) complied with the statutory provisions listed hereunderand also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in themanner and subject to the reporting made hereinafter:

I have examined the books, papers, minute books, forms and returns fi led and other records maintained by theCompany for the period ended on 31st March, 2016 according to the provisions of:

I . The Companies Act, 2013 (the Act ) and the Rules made there under;

II . The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the Rules made there under;

III. The Depositories Act, 1996 and the Regulations and Bye-laws framed there under;

IV. Foreign Exchange Management Act, 1999 and the Rules and Regulations made there under to the extent ofForeign Direct Investment, Overseas Direct Investment and External Commercial Borrowings (not appl icableto the company during the audi t period);

V. The following Regulations and Guidelines prescribed under the Securit ies 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 (up to 14th

May, 2015) and Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015(w.e.f 15th May, 2015);

c. The securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations,2009 (not appl icable to the company during the audi t period);

d. The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 (notapplicable to the company during the audi t period);

e. The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 isnot applicable (not appl icable to the company during the audi t period);

f . 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;

g. The Securities and Exchange Board of India (Delist ing of Equity Shares) Regulations, 2009 is not applicable(not appl icable to the company during the audi t period);

h. The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998 is not applicable(not appl icable to the company during the audi t period);



VI. I further report that having regard to the Compliance system Prevailing in the Company and on examinat ion ofthe relevant documents and records pursuant to their of the Company has generally Comply with the provisionof Following Laws:

a) Food Safety and Standards Act, 2006, rules and regulations there under;

I have also examined compliance with the applicable clauses of the following:

a) Secretarial Standards issued by the Institute of Company Secretaries of India;

b) The Listing Agreements entered into by the Company with Stock Exchanges;

c) Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015(with effect from 1st December 2015)

During the period under review the Company has complied with the provisions of the Act, Rules, Regulat ions,Guidelines, Standards, etc. mentioned above.

I t was observed that the Company has to f i le the vot ing results for the General Meet ing wi thin 48 hours of theConclusion of the General Meet ing but Company has not f i l led the same within st ipulated t ime period.

Further, as per the regulat ion 31 (2) of SEBI (LODR) Regulat ions, 2015, the li sted ent i t y shall ensure thathundred percent of shareholding of promoter(s) and promoter group i s in dematerialized form and the same ismaintained on a cont inuous basis in the manner as speci f ied by the Board but the Company has not compliedwi th the same.

I further report that , the Board of Directors of the Company is duly const ituted with proper balance of ExecutiveDirectors, Non-Execut ive Directors and Independent Directors. However the Company has appointed the ChiefFinancial Of f icer w.e.f 30th May, 2015. The changes in the composit ion of the Board of Directors that took placeduring the period under review were carried out in compliance with the provisions of the Act.

Adequate not ice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agendawere sent at least seven days in advance, and a system exists for seeking and obtaining further information andclarifications on the agenda items before the meeting and for meaningful participat ion at the meeting.

Majority decision is carried through while the dissenting members’ views are captured and recorded as part of theminutes.

I further report that , there are adequate systems and processes in the company commensurate with the size andoperat ions of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

For, G R Shah & AssociatesCompany Secretaries

Gaurang ShahProprietor

Place : Ahmedabad ACS No. 38703Date : 13/ 08/ 2016 C.P No: 14446



Annexure to Secretarial Audit ReportTo,The Members,Nimbus Foods Indust ries LimitedAhmedabad, Gujarat .

My report of even date is to be read along with this letter.

1. Maintenance of secretarial records is the responsibility of the management of the Company. My responsibilityis to express an opinion on these secretarial records based on my audit.

2. I have followed the audit practices and processes as were appropriate to obtain reasonable assurance aboutthe correctness of the contents of the secretarial records. The verificat ion was done on test basis to ensurethat correct facts are reflected in secretarial records. I believe that the processes and practices, I followedprovide a reasonable basis for my opinion.

3. I have not verified the correctness and appropriateness of financial records and Books of Accounts of theCompany.

4. Wherever required, I have obtained the Management representations about the compliance of Laws, Rules andRegulations and happening of events etc.

5. The compliance of the provisions of corporate and other applicable Laws, Rules, Regulat ions, Standards is theresponsibility of management. My examination was limited to the verificat ion of procedures on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of theefficiency or effect iveness with which the management has conducted the affairs of the Company.

For, G R Shah & AssociatesCompany Secretaries

Gaurang ShahProprietor

Place : Ahmedabad ACS No. 38703Date : 13/ 08/ 2016 C.P No: 14446



Annexure - " C"FORM NO. AOC-2

Form for Disclosure of particulars of contracts/ arrangements entered into by the company with related parties referred to in subsection (1) of section 188 of the Companies Act, 2013 including certain arms length transaction under third proviso thereto.

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

1. Detai ls of Contracts or arrangements or t ransact ions not at arm’s Length basis

2. Detai ls of cont racts or arrangements or t ransact ions at Arm's length basis

Sr. No.

Name(s) of the related party and nature of relationship

Nature of Contracts/

Arrangements/ Transact ions

Durat ion of The Contracts/ Arrangements/ Transact ions

Salient terms of the contracts or

arrangements or transactions

including the value, if any

Just if ication for

entering into such contracts

or arrangements

or t ransact ions

Date(s) of

approval by the Board

Amount paid as

advances, i f any:

Date on which the

special resolut ion was passed

in general

meeting as required

under f irst proviso to

section 188

(a) (b) (c) (d) (e) ( f) (g) (h) NIL

For and on behalf of the Board of DirectorsSd/ -


Sr. No.

Name(s) of the related party and

nature of relationship

Nature of Contracts/

Arrangements/ Transactions

Duration of The Contracts/ Arrangements/ Transactions

Salient terms of the contracts or

arrangements or transactions

including the value, if any

Date(s) of approval by the Board

Amount paid as

advances, if any:

(a) (b) (c) (d) (e) ( f) 1. Nimbus Beverages

Private Limited Purchase of

Goods On yearly basis with terms of

renewal

Paid Rs. 2,13,626 for Purchase of goods

06/ 04/ 2015 27,82,089/ -

2. Nimbus Beverages Private Limited

Sales of Goods On yearly basis with terms of

renewal

Received Rs. 2,36,899/ - towards sale of goods

06/04/ 2015 -

3. Nimbus Foods Limited

Purchase of Goods

On yearly basis with terms of

renewal

Paid Rs. 71,400 for Purchase of goods

06/ 04/ 2015 58,66,193/ -

4. Passion Engineering Solutions Private Limited

Purchase of Goods


renewal

- 30/ 05/ 2015 1,50,000/ -

5. Chinar Capital Market Private Limited

Purchase of Goods


renewal

- 30/ 05/ 2015 74,38,050/ -

6. Nimbus Pharmaceuticals Private Limited

Purchase of Goods


renewal

- 30/ 05/ 2015 46,40,000/ -

7. Sushma Snacks Private Limited

Purchase of Goods


renewal

- 30/ 05/ 2015 94,12,000/ -

8. Nimbus Infrabuilt Pvt. Ltd.

Purchase of Goods


renewal

- 30/ 05/ 2015 68,50,000/ -



Annexure - " D"

Form No. MGT-9EXTRACT OF ANNUAL RETURN

As on the financial year ended on 31/ 03/ 2015[Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the

Companies (Management and Administration) Rules, 2014]I . REGISTRATION & OTHER DETAILS:

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY (All the business activit ies contribut ing 10 % or more of the totalturnover of the company shall be stated)

I I I . PARTICULARS OF HOLDING, SUBSIDIARY & ASSOCIATE COMPANIES

1. CIN L30006GJ1995PLC025631

2. Registrat ion Date 26/ 04/ 1995

3. Name of the Company NIMBUS FOODS INDUSTRIES LIMITED

4. Category/ Sub-category of the Company Company Limited By Shares

5. Address of the Registered office & PLOT NO. B-13 & 14, PHASE - II , GIDC INDUSTRIAL AREA,contact details NARODA, AHMEDABAD–382330

Ph. : 079-22813445/ 079-22814023

6. Whether l isted company YES

7. Name, Address & contact details of the SHAREPRO SERVICES ( INDIA) PRIVATE LIMITEDRegistrar & Transfer Agent, if any. 416-420, 4th Floor, Devnandan Mall, Opp Sanyash Ashram,

Ell isbridge, Ahmedabad-380006Tel Nos. 079 26582385Email Id : [email protected]

Sr. No.

Name and Description of main products / services NIC Code of the Product/ service

% to total turnover of the company

1 Manufacture of Breads 10711 90.33%

2 Manufacture of biscuits, cakes, pastries, rusks etc. 10712 --

SN Name and Address of Company

CIN/GNL

Holding/Subsidiary/Associate

% Of Shares Held

Applicable Section

NIL



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

( A) Category-wise Share Holding

A. Promoters

(1) Indian

a) Individual/ HUF 2857360 75000 2932360 4.01 2882360 50000 2932360 4.01 Nil

b) Central Govt - - - - - - - - -

c) State Govt(s) - - - - - - - - -

d) Bodies Corp. 19144255 0 19144255 26.20 19144255 0 19144255 26.20 Nil

e) Banks / FI - - - - - - - - -

f) Any other - - - - - - - - -

Total shareholding ofPromoter (A) 22001615 75000 22076615 30.22 22026615 50000 22076615 30.22 Ni l

B. Publ ic Shareholding

1. I nsti tutions - - - - - - - - -

a) Mutual Funds - - - - - - - - -

b) Banks / FI - - - - - - - - -

c) Central Govt - - - - - - - - -

d) State Govt(s) - - - - - - - - -

e) Venture Capital Funds - - - - - - - - -

f) I nsurance Companies - - - - - - - - -

g) FI Is - - - - - - - - -

h) Foreign VentureCapital Funds - - - - - - - - -

i) Others (specify) - - - - - - - - -

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

2. Non-Inst i tut ions

a) Bodies Corp. 24802119 36680 24838799 34.00 19718269 36680 19754949 27.04 (6.96)

i) Indian - - - - - - -

ii ) Overseas - - - - - - -

b) I ndividuals - - - - - - -

i) Individual shareholdersholding nominal share capitalup to ` 1 lakh 20048589 2540981 22589570 30.92 19992148 2530061 22522209 30.83 -0.09

ii) Individual shareholdersholding nominal share capitalin excess of Rs 1 lakh 2962586 541240 3503826 4.80 8129046 541240 8670286 11.87 7.07

c) Others (specify)

Non Resident IndiansRepatriate 16190 0 16190 0.02 16190 0 16190 0.02 Nil

Non Resident IndiansNon Repatriate 10232 0 10232 0.01 19731 0 19731 0.03 Nil

Clearing members 25848 0 25848 0.04 1100 0 1100 0.00 Nil

Sub-total (B) (2) :- 47865564 3118901 50984465 69.78 47876484 3107981 50984465 69.78 Ni l

Total Public Shareholding(B)=(B)(1)+ (B)(2) 47865564 3118901 50984465 69.78 47876484 3107981 50984465 69.78 Ni l

C. Shares held by Custodianfor GDRs & ADRs 0 0 0 0 0 0 0 0

Grand Total (A+B+C) 69867179 3193901 73061080 100 69903099 3157981 73061080 100 Nil

Category ofShareholders

Demat Physical Total % ofTotal

Shares

Demat Physical Total % ofTotal

Shares

%Changeduring

theyear

No. of Shares held at thebeginning of the year

( 01/ 04/ 2015)

No. of Shares held at the endof the year (31/ 03/ 2016)



B) Shareholding of Promoter-

C) Change in Promoters’ Shareholding ( please speci fy, if there is no change)

Shareholder's Name

No. ofShares

% of totalShares of

thecompany

% of SharesPl edged/

encumberedto totalshares

% changein share

Shareholding at the beginningof the year

Share holding at the endof the year

Sl.

No. ofShares

% of totalShares of

thecompany

% of SharesPl edged/

encumberedto totalshares

1 SWARNAJYOT FINVESTPRIVATE LIMITED 8240000 11.28 Nil 8240000 11.28 Nil Nil

2 CHINAR CAPITAL MARKET(P) LTD. 7250000 9.92 Nil 7250000 9.92 Nil Nil

3 VISHNU SHARMA 2629900 3.60 Nil 2629900 3.60 Nil Nil

4 NIMBUS STOCK INVESTLTD. 2421588 3.31 Nil 2421588 3.31 Nil Nil

5 BALAJI RESOURCES ANDTRADING LIMITED 1232667 1.69 Nil 1232677 1.69 Nil Nil

6 UMA SHARMA 87160 0.12 Nil 87160 0.12 Nil Nil

7 KIRAN SHARMA 40300 0.06 Nil 40300 0.06 Nil Nil

8 GYARSIDEVI SHARMA 25000 0.03 Nil 25000 0.03 Nil Nil

9 RAMPYARIDEVI SHARMA 25000 0.03 Nil 25000 0.03 Nil Nil

10 NITU SHARMA 25000 0.03 Nil 25000 0.03 Nil Nil

11 PUSHPA SHARMA 25000 0.03 Nil 25000 0.03 Nil Nil

12 SHANTI DEVI SHARMA 25000 0.03 Nil 25000 0.03 Nil Nil

13 AMIT J. KHAKSA 25000 0.03 Nil 25000 0.03 Nil Nil

14 SITA RAM SHARMA 25000 0.03 Nil 25000 0.03 Nil Nil

TOTAL 22076615 30.22 22076615 30.22

1. SWARNAJYOT FINVEST PRIVATELIMI TED

At the beginning of the year 8240000 11.28 No Changes During the year 8240000 11.28

Increase / Decrease

At the end of the Year 8240000 11.28 8240000 11.28

2. CHINAR CAPITAL MARKET(P) LTD.


Increase / Decrease


3. VISHNU SHARMA


Increase / Decrease


For Each Of the Promoters'

No. ofShares

% of totalshares of

thecompany

I ncrease/Decrease inthe Shareholding

% of totalshares of

thecompany

Shareholding at thebeginning of the year

( 01/ 04/ 2015)

Cumulat i veShareholdi ng

during the year( 31/ 03/ 2016)

Sl.No.

Reason

No. ofShares



4 NIMBUS STOCK INVEST LTD.At the beginning of the year 2421588 3.31 No Changes During the year 2421588 3.31Increase / DecreaseAt the end of the Year 2421588 3.31 2421588 3.31

5 BALAJI RESOURCES ANDTRADING LIMITEDAt the beginning of the year 1232667 1.69 No Changes During the year 1232667 1.69Increase / DecreaseAt the end of the Year 1232667 1.69 1232667 1.69

6 UMA SHARMAAt the beginning of the year 87160 0.12 No Changes During the year 87160 0.12Increase / DecreaseAt the end of the Year 87160 0.12 87160 0.12

7 KIRAN SHARMAAt the beginning of the year 40300 0.06 No Changes During the year 40300 0.06Increase / DecreaseAt the end of the Year 40300 0.06 40300 0.06

8 GYARSIDEVI SHARMAAt the beginning of the year 25000 0.03 No Changes During the year 25000 0.03Increase / DecreaseAt the end of the Year 25000 0.03 25000 0.03

9 RAMPYARIDEVI SHARMAAt the beginning of the year 25000 0.03 No Changes During the year 25000 0.03Increase / DecreaseAt the end of the Year 25000 0.03 25000 0.03

10 NITU SHARMAAt the beginning of the year 25000 0.03 No Changes During the year 25000 0.03Increase / DecreaseAt the end of the Year 25000 0.03 25000 0.03

11 PUSHPA SHARMAAt the beginning of the year 25000 0.03 No Changes During the year 25000 0.03Increase / DecreaseAt the end of the Year 25000 0.03 25000 0.03

12 SHANTI DEVI SHARMAAt the beginning of the year 25000 0.03 No Changes During the year 25000 0.03Increase / DecreaseAt the end of the Year 25000 0.03 25000 0.03

13 AMIT J. KHAKSAAt the beginning of the year 25000 0.03 No Changes During the year 25000 0.03Increase / DecreaseAt the end of the Year 25000 0.03 25000 0.03

14 SITA RAM SHARMAAt the beginning of the year 25000 0.03 No Changes During the year 25000 0.03Increase / DecreaseAt the end of the Year 25000 0.03 25000 0.03


No. ofShares

% of totalshares of

thecompany


% of totalshares of

thecompany


( 01/ 04/ 2015)



Sl.No.

Reason

No. ofShares



D) Shareholding Pat tern of top ten Shareholders:(Other than Directors, Promoters and Holders of GDRs and ADRs) :

For Each of the Top 10Sharehol ders

No. ofShares

% of totalshares of

thecompany


% of totalshares of

thecompany


( 01/ 04/ 2015)



Sl.No.

Reason

No. ofShares

1. PROMPT ENERGY SYSTEMPRIVATE LIMITEDAt the beginning of the year 6500000 8.89 No Changes During the year 6500000 8.89Increase / DecreaseAt the end of the Year 6500000 8.89 6500000 8.89

2. ORCHID DEVCON PRIVATELIMI TEDAt the beginning of the year 6500000 8.89 No Changes During the year 6500000 8.89Increase / DecreaseAt the end of the Year 6500000 8.89 6500000 8.89

3. R B JAJU SECURITIES INDIAPVT LTDAt the beginning of the year 5063687 6.93 5063687 6.93Decrease as on 05/ 06/ 2015 -3983257 Sell 1080430Decrease as on 19/ 06/ 2015 -170430 Sell 910000Increase as on 24/ 07/ 2015 2000 Buy 912000Decrease as on 11/ 12/ 2015 -900000 Sell 12000Increase as on 31/ 12/ 2015 15827 Buy 27827Decrease as on 08/ 01/ 2016 -27827 Sell NilAt the end of the Year Nil Nil Nil Nil

4. VRAJ CONSULTANCY SERVICESPRIVATE LIMITEDAt the beginning of the year 5000000 6.84 No Changes During the year 5000000 6.84Increase / DecreaseAt the end of the Year 5000000 6.84 5000000 6.84

5. SHREEPRAKASH BAGDAAt the beginning of the year 555436 0.76 555436 0.76Increase as on 27/ 11/ 2015 100000 Buy 655436At the end of the Year 655436 0.90 655436 0.90

6. DHENUKA KIRAN SHAHAt the beginning of the year 554054 0.76 554064 0.76Increase as on 17/ 04/ 2015 7100 Buy 561154Increase as on 24/ 04/ 2015 1800 Buy 562954Increase as on 08/ / 05/ 2015 1400 Buy 564354Increase as on 15/ 05/ 2015 87000 Buy 651354Increase as on 12/ 06/ 2015 1501 Buy 652855Increase as on 26/ 06/ 2015 4000 Buy 656855Increase as on 10/ 07/ 2015 10933 Buy 667788Increase as on 17/ 07/ 2015 2000 Buy 669788Increase as on 07/ 08/ 2015 7500 Buy 677288Increase as on 14/ 08/ 2015 5700 Buy 682988Increase as on 21/ 08/ 2015 1000 Buy 683988Increase as on 28/ 08/ 2015 2000 Buy 685988




No. ofShares

% of totalshares of

thecompany


% of totalshares of

thecompany


( 01/ 04/ 2015)



Sl.No.

Reason

No. ofShares

E) Shareholding of Directors and Key Managerial Personnel:

1. Amit J. KhaksaAt the beginning of the year 25000 0.03 No Changes During the year 25000 0.03

No Changes during the year


2. Sharad K. KhandelwalAt the beginning of the year 0 0 No Changes During the year 0 0

No Changes during the year 0 0 0 0

At the end of the Year 0 0 0 0

3. Arvind A. ThakkarAt the beginning of the year 0 0 No Changes During the year 0 0

No Changes during the year 0 0 0 0

At the end of the Year 0 0 0 0

For Each of the Di rectorsand KMP

No. ofShares

% of totalshares of

thecompany

I ncrease/Decrease inthe Shareholding % of total

shares ofthe

company

Shareholding at thebeginning of

the year


during the year

Sl.No.

Reason

No. ofShares

Increase as on 04/ 09/ 2015 2406 Buy 688394Increase as on 11/ 09/ 2015 4000 Buy 692394Increase as on 30/ 09/ 2015 5000 Buy 697394Increase as on 09/ 10/ 2015 7750 Buy 705144Increase as on 16/ 10/ 2015 7223 Buy 712367Increase as on 23/ 10/ 2015 1000 Buy 713367At the end of the Year 713367 0.98 713367 0.98

7. TEJINDER SINGHAt the beginning of the year 350000 0.48 No Changes During the year 350000 0.48Increase / DecreaseAt the end of the Year 350000 0.48 350000 0.48

8. RAJENDRA KUMAR SHAHAt the beginning of the year 282408 0.39 No Changes During the year 282408 0.39Increase / DecreaseAt the end of the Year 282408 0.39 282408 0.39

9. PRIYANKA SHARMAAt the beginning of the year 268520 0.37 No Changes During the year 268520 0.37Increase / DecreaseAt the end of the Year 268520 0.37 268520 0.37

10. PAWAN KUMAR JAINAt the beginning of the year 191660 0.26 No Changes During the year 191660 0.26Increase / DecreaseAt the end of the Year 191660 0.26 191660 0.26



F) INDEBTEDNESS –

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

For Each of the Di rectorsand KMP

No. ofShares

% of totalshares of

thecompany

I ncrease/Decrease inthe Shareholding % of total

shares ofthe

company

Shareholding at thebeginning of

the year


during the year

Sl.No.

Reason

No. ofShares

Indebtedness at the beginning of the f inancial yeari) Principal Amount 2,29,87,899 2,00,22,814 - 4,30,10,713i i) Interest due but not paid Nil Nil - Nili i i) Interest accrued but not due Nil Nil - NilTotal ( i+ii+ii i) 2,29,87,899 2,00,22,814 - 4,30,10,713Change in Indebtedness during the f inancial year* Addit ion 24,02,866 23,42,560 - 47,45,426* Reduction (14,094) (1,67,34,140) - (1,67,48,234)Net Change 23,88,772 (1,43,91,580) - (1,20,02,808)Indebtedness at the end of the f inancial yeari) Principal Amount 2,53,76,671 56,31,234 - 3,10,07,905i i) Interest due but not paid Nil Nil - Nili i i) Interest accrued but not due Nil Nil - NilTotal ( i+ii+ii i) 2,53,76,671 56,31,234 - 3,10,07,905

SecuredLoans

excl udi ngdeposi t s

UnsecuredLoans

Deposi t s Total

4. Sanjay G. MangalAt the beginning of the year 0 0 No Changes During the year 0 0No Changes during the year 0 0 0 0At the end of the Year 0 0 0 0

5. Prit i V. WadhwaniAt the beginning of the year 0 0 No Changes During the year 0 0No Changes during the year 0 0 0 0At the end of the Year 0 0 0 0

6. Jay Prakash VermaAt the beginning of the year 0 0 No Changes During the year 0 0No Changes during the year 0 0 0 0At the end of the Year 0 0 0 0

7. Faruk H. DiwanAt the beginning of the year 0 0 No Changes During the year 0 0No Changes during the year 0 0 0 0At the end of the Year 0 0 0 0



XI . REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL-

A. Remuneration to Managing Director, Whole-t ime Directors and/ or Manager:

B. Remunerat ion to other directors

1. Gross salary 420000 420000(a) Salary as per provisions containedsection 17(1) of the Income-tax Act,1961(b) Value of perquisites u/ s17(2) Income-taxAct ,1961 - Nil-(c) Profits in lieu of salary under section17(3) Income- tax Act, 1961 Nil

2. Stock Opt ion - Nil

3. Sweat Equity - Nil

4. Commission- as % of profit - Nil- Others, specify… - Nil

5. Others, please specify - NilTotal (A) 420000 420000

Ceiling as per the Act 30,00,000

Name of MD/ WTD/ Manager

Amit J. KhaksaWhole-t ime Di rector (DIN: 00142084)

Sl.No.

TotalAmount( In `)

Particulars of Remunerat ion

Sl. No.

Particulars of Remunerat ion Name of Directors

Total Amount

Mr. Arvind A. Thakkar (DIN:

00966889)

Mr. Sharad K. Khandelwal

(DIN: 03447732)

Mr. Sanjay G. Mangal (DIN:

05355390)

Smt. Prit i V. Wadhwani

(DIN: 03230600)

1. Independent Directors Fee for attending board committee meetings Commission Others, please specify

√ - - -

- - -

√ - - -

- - -

Total (1) - - - -

2. Other Non-Executive Directors Fee for attending board committee meetings Commission Others, please specify

√ - - -

√ - - -

- - -

Total (2) - - - - - Total (B)=(1+2) - - - - - Total Managerial Remuneration - - - - -

Overall Ceiling as per the Act ` 100000 per Meeting

` 100000 per Meeting



-



C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/ MANAGER/ WTD

XI I. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

1 Gross salary(a) Salary as per provisions contained in section17(1) of the Income-tax Act, 1961 55,881 1,25,000 1,80,881(b) Value of perquisites u/ s 17(2) Income-taxAct, 1961 - - -(c) Profits in l ieu of salary under section 17(3)Income-tax Act, 1961 - - -

2 Stock Option - - -

3 Sweat Equity - - -

4 Commi ssi on - - - - as % of profit others, specify…

5 Others, please specify - - -

Total 55,881 1,25,000 1,80,881

CFO

Jay PrakashVerma

Key Managerial PersonnelSl.No.

Total( In `)

Particulars of Remunerat ion

CS

Faruk Diwan

Type Section of the

Companies Act

Brief Description

Details of Penalty / Punishment/

Compounding fees imposed

Authori ty [RD / NCLT/

COURT]

Appeal made,

if any (give Details)

A. COMPANY

Penalty NIL

Punishment

Compounding

B. DIRECTORS

Penalty NIL Punishment

Compounding

C. OTHER OFFICERS IN DEFAULT

Penalty NIL

Punishment

Compounding



Annexure - " E"

NOMINATION AND REMUNERATION POLICYINTRODUCTION:

I n pursuance to the Company’s policy to consider human resources as its invaluable assets, to pay equitableremunerat ion to all Directors, key managerial personnel and employees of the Company, to harmonize the aspirationsof human resources consistent with the goals of the company and in terms of the provisions of the Companies Act,2013, this policy on Nomination and Remunerat ion of directors, Key Managerial Personnel (KMP) and SeniorManagement has been formulated by the Nominat ion and Remuneration Committee (“NRC”)and approved by theBoard of Directors of the Company.

CONSTITUTION OF COMMITTEE

The Board of Directors of NIMBUS FOODS INDUSTRIES LIMITED (“the Company”) const ituted the “Nomination andRemunerat ion Commit tee” consist ing of three (3) Non-Execut ive Directors of which majority are IndependentDirectors in accordance with the provisions of Sect ion 178 of the Companies Act, 2013. The Chairman of theCommittee is an Independent Director.

OBJECTIVE:

The Nomination and Remuneration Committee of Directors was constituted pursuant to the provisions of Section178 of the Companies Act, 2013. The composition of the Committee is in conformity with the provisions of the saidsection.

The key object ives of the Commit tee would be:

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

b) Formulate the criteria for determining qualificat ions, posit ive att ributes, independence of a Director andpolicy relat ing to remuneration for Directors, Key Managerial Personnel and other employees.

c) To evaluate the performance of the members of the Board and provide necessary report to the Board forfurther evaluation of the Board.

d) To recommend to the Board on Remuneration payable to the Directors, Key Managerial Personnel and SeniorManagement.

e) To provide to Key Managerial Personnel and Senior Management reward linked direct ly to their ef fort ,performance, dedicat ion and achievement relating to the Company’s operations.

f) To retain, motivate and promote talent and to ensure long term sustainability of talented managerial personsand create compet it ive advantage.

g) To develop a succession plan for the Board and to regularly review the plan.

DEFINITIONS:

“Act” means the Companies Act, 2013 and Rules framed there under, as amended from time to time.

“Board” means Board of Directors of the Company.

“Directors” mean Directors of the Company.

“Key Managerial Personnel” means

i. Chief Execut ive Officer or the Managing Director or the Manager;

ii. Whole-time director;

iii. Chief Financial Officer;

iv. Company Secretary; and

v. Such other officer as may be prescribed.

“Senior Management” means personnel of the company who are members of its core management team excludingthe Board of Directors including Funct ional Heads.



Policy for appointment and removal of Di rector, KMP and Senior Management

A. Appointment cri t eria and quali f icat ions

I . The Committee shall ident ify and ascertain the integrity, qualification, expert ise and experience of theperson for appointment as Director, KMP or at Senior Management level and recommend to the Board his/ her appointment.

II . A person should possess adequate qualification, expertise and experience for the posit ion he / she isconsidered for appointment. The Commit tee has discret ion to decide whether qualificat ion, expertiseand experience possessed by a person is sufficient / satisfactory for the concerned position.

III. The Company shall not appoint or cont inue the employment of any person as Whole-t ime Director whohas at tained the age of seventy years. Provided that the term of the person holding this position may beextended beyond the age of seventy years with the approval of shareholders by passing a specialresolut ion based on the explanatory statement annexed to the not ice for such mot ion indicat ing thejustification for extension of appointment beyond seventy years.

B. Term / Tenure

• Managing Director/ Whole-t ime Director:

The Company shall appoint or re-appoint any person as its Executive Chairman, Managing Director orExecut ive Director for a term not exceeding five years at a time. No re-appointment shall be made earlierthan one year before the expiry of term.

• Independent Director:

- An Independent Director shall hold office for a term up to five consecutive years on the Board ofthe Company and will be eligible for re-appointment on passing of a special resolut ion by theCompany and disclosure of such appointment in the Board’s report.

- No Independent Director shall hold office for more than two consecutive terms, but such IndependentDirector shall be eligible for appointment after expiry of three years of ceasing to become anIndependent Director. Provided that an Independent Director shall not, during the said period ofthree years, be appointed in or be associated with the Company in any other capacity, eitherdirect ly or indirectly. However, if a person who has already served as an Independent Director for5 years or more in the Company as on October 1, 2014 or such other date as may be determined bythe Commit tee as per regulatory requirement; he/ she shall be eligible for appointment for onemore term of 5 years only.

- At the time of appointment of Independent Director it should be ensured that number of Boards onwhich such Independent Director serves is restricted to seven listed companies as an IndependentDirector and three listed companies as an Independent Director in case such person is serving as aWhole-time Director of a listed company or such other number as may be prescribed under the Act.

C. Evaluat ion

The Commit tee shall carry out evaluat ion of performance of every Director, KMP and Senior ManagementPersonnel at regular interval (yearly).

D. Removal

Due to reasons for any disqualificat ion mentioned in the Act or under any other applicable Act, rules andregulat ions there under, the Commit tee may recommend, to the Board with reasons recorded in writ ing,removal of a Director, KMP or Senior Management Personnel subject to the provisions and compliance of thesaid Act, rules and regulations.

E. Reti rement

The Director, KMP and Senior Management Personnel shall retire as per the applicable provisions of the Actand the prevailing policy of the Company. The Board will have the discret ion to retain the Director, KMP, SeniorManagement Personnel in the same position/ remuneration or otherwise even after attaining the retirementage, for the benefit of the Company.



POLICY RELATING TO THE REMUNERATION FOR THE WHOLE-TIME DIRECTOR, KMP AND SENIOR MANAGEMENTPERSONNEL

The remuneration / compensat ion / commission etc. to the Whole-time Director, KMP and Senior ManagementPersonnel will be determined by the Committee and recommended to the Board for approval. The remuneration /compensat ion / commission etc. shall be subject to the prior/ post approval of the shareholders of the Company andCentral Government, wherever required.

While determining the remuneration of Executive Directors and Key Managerial Personnel, the Commit tee shallconsider following factors:

i) Industry standards, if the data in this regard is available.

ii) The job description.

iii) Qualification and experience level of the candidate.

The remuneration payable to the Executive Directors, including the value of the perquisites, shall not exceed thepermissible limits as are mentioned within the provisions of the Companies Act, 2013. They shall not be eligible forany sitting fees for attending any meet ings.

The Non-Executive Directors shall not be eligible to receive any remuneration/ salary from the Company. However,the Non-Executive Directors shall be paid sitt ing fees for attending the meeting of the Board or commit tees thereofand commission, as may be decided by the Board/ Shareholders from time to time, presently the Company is notpaying any sitting fee. They shall also be eligible for reimbursement of out of pocket expenses for attending Board/Commit tee Meetings.

DUTIES IN RELATION TO NOMINATION MATTERS

The duties of the Committee in relation to nomination matters include:

a) Ensuring that there is an appropriate induction in place for new Directors and members of Senior Managementand reviewing its effectiveness;

b) Ensuring that on appointment to the Board, Non-Executive Directors receive a formal letter of appointment inaccordance with the Guidelines provided under the Act;

c) Determining the appropriate size, diversity and composition of the Board;

d) Evaluating the performance of the Board members and Senior Management in the context of the Company’sperformance from business and compliance perspective;

e) Making recommendations to the Board concerning any matters relat ing to the continuation in office of anyDirector at any time including the suspension or termination of service of an Executive Director as an employeeof the Company subject to the provision of the law and their service contract.

f) Delegating any of its powers to one or more of its members or the Secretary of the Committee;

g) Recommend any necessary changes to the Board; and

DUTIES IN RELATION TO REMUNERATION MATTERS:

The duties of the Committee in relat ion to remuneration matters include:

• To consider and determine the Remunerat ion Policy, based on the performance and also bearing in mind thatthe remuneration is reasonable and sufficient to attract retain and motivate members of the Board and suchother factors as the Committee shall deem appropriate all elements of the remuneration of the members ofthe Board.

REVIEW AND AMENDMENTS:

i . The NRC or the Board may review the Policy as and when it deems necessary.

ii. The NRC may issue guidelines, procedures, formats, reporting mechanism and manual in supplement andbetter implementation to this policy, if it thinks necessary.

iii. This Policy may be amended or substituted by the NRC or by the Board and as when required and also by theCompliance Officer where there is any statutory change necessitat ing the change in the policy.



INDEPENDENT AUDITOR’S REPORTTo the Members ofNIMBUS FOODS INDUSTRIES LIMITED

Report on the Financial Statements

We have audited the accompanying financial statements of NIMBUS FOODS INDUSTRIES LIMITED (“the Company”),which comprise the Balance Sheet as at 31st March, 2016, the Statement of Profit and Loss and Cash FlowStatement for the year then ended, and a summary of the significant accounting policies and other explanatoryinformation.

Management’s Responsibi li t y for the Financial Statements

The Company’s Board of Directors 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 gives true and fair view of thefinancial position, financial performance and cash flows of the Company in accordance with the accounting principlesgenerally accepted in India, including the Account ing Standards specified under Sect ion 133 of the Act, read withRule 7 of the Companies (Accounts) Rules,2014. This responsibility also includes maintenance of adequate accountingrecords in accordance with the provision of the Act for safeguarding of the assets of the Company and forprevent ing and detect ing frauds and other irregularit ies; select ion and applicat ion of appropriate accountingpolicies; making judgments and est imates that are reasonable and prudent; and design, implementat ion andmaintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy andcompleteness of the accounting records, relevant to the preparation and presentation of the financial Statementsthat give a true and fair view and are free from materials misstatement, whether due to fraud or error.

Auditors’ Responsibi li ty

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted ouraudit in accordance with the Standards on Auditing issued by the Inst itute of Chartered Accountants of India. ThoseStandards require that we comply with the ethical requirements and plan and perform the audit to obtain reasonableassurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in thefinancial statements. The procedures selected depend on the auditor’s judgment, including the assessment of therisks of material misstatement of the financial statements, whether due to fraud or error. In making those riskassessments, the auditor considers the internal control relevant to the Company’s preparation and fair presentationof the financial statements in order to design audit procedures that are appropriate in the circumstances.

An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of theaccounting est imates made by the Management, as well as evaluating the overall presentation of the financialstatements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our auditopinion.

OpinionIn our opinion and to the best of our informat ion and according to the explanations given to us, the financialstatements give the information required by the Act in the manner so required and give a true and fair view inconformity with the accounting principles generally accepted in India of the state of affairs of the Company as at31st March 2016, its profit / loss and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2016 (the Order) issued by the Central Government interms of Section 143 (11) of the Act, we enclosed in the annexure a statement on matters specified inparagraph 3 & 4 of the said order.

2. As required by Sect ion 143(3) of the Act, we report that:

(a) We have obtained all the informat ion and explanations which to the best of our knowledge and beliefwere necessary for the purposes of our audit.

(b) In our opinion, proper books of account as required by law have been kept by the Company so far as itappears from our examinat ion of those books.



(c) The Balance Sheet and Statement of Profit and Loss dealt with by this Report are in agreement with thebooks of account.

(d) In our opinion, the Balance Sheet, Statement of Profit and Loss, and the Cash Flow Statement complywith the Account ing Standards specified under Sect ion 133 of the Act, read with Rule 7 of the Companies(Accounts) Rules, 2014.

(e) In our opinion there are no observat ions or comments on the financial transactions, which may have anadverse effect on the functioning of the Company.

(f) On the basis of the written representat ions received from the directors as on 31st March, 2016 taken onrecord by the Board of Directors, we report that none of the directors is disqualified as on 31st March,2016 from being appointed as a director in terms of sect ion 164(2) of the Act.

(g) Report on the Internal Financial Controls under Clause (1) of Sub-section 3 of section 143 of the companiesAct, 2013 (“the Act”)- is enclosed as an annexure to this report.

(h) With respect to the other matters to be included in the Auditor’s Report in accordance with rule 11 of theCompanies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our informat ion andaccording to the explanations given to us:

(i) As informed to us the Company does not have any pending litigat ions which would impact itsfinancial position.

(ii) The Company did not have any long-term contracts including derivat ive contracts for which therewere any material foreseeable losses.

(iii) There were no amounts which were required to be transferred to the Investor Educat ion andProtection Fund by the Company.

For, B.S. Rajput & AssociatesChartered Accountants

(FRN : 119760W)

(Bhupendra Singh Rajput)PLACE : AHMEDABAD PartnerDATE : 30/ 05/ 2016 (Mem.No.106729)



ANNEXURE TO THE AUDITOR’S REPORT

TO THE MEMBERS OF

NIMBUS FOODS INDUSTRIES LIMITED(Referred to in paragraph 5(i) of our report of even date)

( i ) In respect of Fi xed Assets :

a) The Company has maintained proper records showing full part iculars including quant itat ive details andsituation of fixed assets on the basis of available information.

b) All the assets have been physically verified by the management during the year and also there is aregular programme of verification which, in our opinion, is reasonable having regard to the size of thecompany and the nature of its assets. No material discrepancies were not iced on such verification.

( i i ) In respect of Inventories :

a) The inventory has been physically verified during the year by the management. In our opinion, thefrequency of verificat ion is reasonable.

b) The procedures of physical verificat ion of inventories followed by the management are reasonable andadequate in relation to the size of the company and nature of its business.

c) The company is maintaining proper records of inventory. The discrepancies noticed on verification betweenthe physical stock and the book records were not material.

( i i i ) In respect of Loans & Advances granted during the year :The company has granted loan to companies, firms or other parties covered in the register maintained undersection 189 of the Companies Act.a) The receipt or the principal amount and interest are regular.b) According to the information and explanation given to us there is no overdue amounts of loans granted

to companies, firms or other parties listed in the register maintained under section 189 of the CompaniesAct., 2013.

( iv) I n respect of loans, investments, guarantees and security the provisions of sect ion 185 and 186 of theCompanies Act, 2013 have been complied with.

(v) In our opinion and according to the information and explanat ions given to us, the Company has not acceptedany deposits in contravent ion of Direct ives issued by Reserve Bank of India and the provisions of sect ion 73to 76 or any other relevant provisions of the Act and the rules framed there under, where applicable. Noorder has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of Indiaor any court or any other.

( vi ) As informed to us, the Central Government has not prescribed maintenance of cost records under sub-section(1) of section 148 of the Act, in respect of the activities carried on by the Company.

(vi i ) In respect of Statutory Dues :a) According to the records of the Company the company is regular in deposit ing with appropriate authorities

undisputed statutory dues including provident fund, employees’ state insurance, income tax, sales tax,wealth tax, service tax, custom duty, excise duty, VAT, cess and other material statutory dues applicableto it.

b) According to the information and explanations given to us there are no dues of sales tax, income tax,custom duty, wealth tax, excise duty and cess which have not been deposited on account of any dispute.

(vi i i ) Based on our audit procedures and according to the informat ion and explanations given to us, we are of theopinion, the company has not defaulted in repayment of dues to a financial institution, bank, Government ordues to debenture holders.

( ix) The company has not raised moneys by way of init ial public offer or further public offer (including debtinstrument) and term loans.

(x) Based upon the audit procedures performed and according to the informat ion and explanations given to us,no fraud by the company or any fraud on the company by its officers or employees has been not iced orreported during the course of our audit that causes the financial statements to be materially misstated.



( xi ) The Managerial remuneration has been paid or provided in accordance with the requisite approvals mandatedby the provisions of section 197 read with Schedule V to the Companies Act.

(xi i ) The company is not a Nidhi Company hence this clause is not applicable.( xi i i ) Based upon the audit procedures performed and according to the informat ion and explanations given to us,

All transactions with related parties are in compliance with sections 177 and 188 of Companies Act, 2013where applicable and the details have been disclosed in the Financial statements etc. as required by theapplicable account ing standards.

( xi v) The company has not made any preferent ial allotment or private placement of shares or fully or partlyconvert ible debentures during the year under review.

( xv) The company has not entered into any non-cash transact ions with directors or persons connected with him.( xvi ) The company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934.


(FRN : 119760W)




ANNEXURE TO THE AUDITOR’S REPORTReport on the Internal Financial Controls under Clause ( i ) of Sub-sect ion 3 of Sect ion 143 of the Companies Act,2013 (“the Act”)

We have audited the internal financial controls over financial reporting of NIMBUS FOODS INDUSTRIES LIMITED(“the Company”) as of 31st March, 2016 in conjunct ion with our audit of the standalone financial statements of theCompany for the year ended on that date.

Management’s Responsibi li t y for Internal Financial Controls

The Company’s management is responsible for establishing and maintaining internal financial controls based on theinternal control over financial reporting criteria established by the Company considering the essential componentsof internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reportingissued by the Institute of Chartered Accountants of India. These responsibilities include the design, implementationand maintenance of adequate internal financial controls that were operating effectively for ensuring the orderlyand efficient conduct of its business, including adherence to company’s policies, the safeguarding of its assets, theprevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and thetimely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditors’ Responsibi li ty

Our responsibility is to express an opinion on the Company’s internal financial controls over financial reportingbased on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal FinancialControls Over Financial Reporting (the “Guidance Note”) and the Standards on Auditing, issued by ICAI and deemedto be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internalfinancial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute ofChartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whether adequate internalfinancial controls over financial reporting was established and maintained and if such controls operated effectivelyin all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financialcontrols system over financial reporting and their operating effectiveness. Our audit of internal financial controlsover financial reporting included obtaining an understanding of internal financial controls over financial reporting,assessing the risk that a material weakness exists, and test ing and evaluating the design and operating effectivenessof internal control based on the assessed risk. The procedures selected depend on the auditor’s judgment, includingthe assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our auditopinion on the Company’s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Report i ng

A company’s internal financial control over financial report ing is a process designed to provide reasonable assuranceregarding the reliability of financial reporting and the preparation of financial statements for external purposes inaccordance with generally accepted accounting principles. A company’s internal financial control over financialreport ing includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonabledetail, accurately and fairly reflect the t ransactions and disposit ions of the assets of the company; (2) providereasonable assurance that transactions are recorded as necessary to permit preparation of financial statements inaccordance with generally accepted account ing principles, and that receipts and expenditures of the company arebeing made only in accordance with authorisations of management and directors of the company; and (3) providereasonable assurance regarding prevention or t imely detection of unauthorised acquisition, use, or disposit ion ofthe company’s assets that could have a material effect on the financial statements.

Inherent Limitat ions of Internal Financial Cont rols over Financial Report i ng

Because of the inherent limitations of internal financial controls over financial reporting, including the possibilityof collusion or improper management override of controls, material misstatements due to error or fraud may occurand not be detected. Also, projections of any evaluat ion of the internal financial controls over financial reportingto future periods are subject to the risk that the internal financial control over financial reporting may become



inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures maydeteriorate.

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system overfinancial reporting and such internal financial controls over financial reporting were operat ing effectively as atMarch 31, 2016, based on the internal control over financial reporting criteria established by the Company consideringthe essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controlsover Financial Reporting issued by the Inst itute of Chartered Accountants of India.


(FRN : 119760W)




BALANCE SHEET AS ON 31/ 03/ 2016PARTICULARS Note As at 31/ 03/ 16 As at 31/ 03/ 15

No. ` ` ` `I . EQUITY AND LIABILITIES1. Shareholders’ funds

(a) Share Capital 2 73,061,080 73,061,080(b) Reserves and Surplus 3 79,810,230 76,900,753(c) Money received against share warrants - 152,871,310 - 149,961,833

2. Share application money pending allotment - - - -(To the extent not refundable)

3. Non- current l iabil i t ies(a) Long-term borrowings 4 5,062,402 16,457,910(b) Deferred Tax liabilit ies (Net) 5 - -(c) Other Long term liabilit ies - -(d) Long-term Provisions - 5,062,402 - 16,457,910

4. Current Liabil i t ies(a) Short term borrowings 6 25,945,503 26,552,804(b) Trade payables 7 40,277,383 42,656,475(c) Other current liabilit ies - -(d) Short term provisions 8 2,028,920 1,466,536

68,251,806 70,675,814TOTAL 226,185,518 237,095,557

I I ASSETS1. Non-current assets

(a) Fixed assets 9(i) Tangible assets 19,560,382 17,238,379(ii) Intangible assets - -(i ii) Capital work-in-progress 820,583 -(iv) Intangible assets under development - -

(b) Non-current investments 10 60,979,000 5,000,000(c) Deferred tax assets (net) 5 374,739 184,692(d) Long-term loans and advances 11 83,023,796 148,958,801(e) Other non-current assets 12 126,367 186,179

164,884,867 171,568,0512. Current assets

(a) Current investments - -(b) Inventories 13 7,018,688 8,718,344(c) Trade receivables 14 25,957,448 23,242,765(d) Cash and Bank Balances 15 6,050,406 17,063,101(e) Short-term loans and advances 16 22,245,808 16,499,995(f) Other current assets 17 28,300 3,300

61,300,650 65,527,507TOTAL 226,185,518 237,095,557

Significant account ing policies andnotes to accounts 1

In terms of our report of even date On behalf of the Board of Directors

For B.S. Rajput & Associates Nimbus Foods Indust ries LimitedChartered Accountants(FRN: 119760W) Amit Khaksa Sharad Khandelwal(Bhupendra Singh Rajput) Executive Director DirectorM.No. : 106729 (DIN: 00142084) (DIN: 03447732)Partner

Place : Ahmedabad Jay Prakash Verma Faruk H. DiwanDate : 30/ 05/ 2016 Chief Financial Officer Company Secretary



PROFIT AND LOSS STATEMENT FOR THE PERIOD ENDED 31/ 03/ 16PARTICULARS Note UPTO 31/ 03/ 2016 UPTO 31/ 03/ 2015

No. ` ` ` `I Revenue from operat ions: 18

Sale of Products 150,523,069 133,259,183Sale of Services - -Other Operat ing Revenues - 150,523,069 - 133,259,183Less: Excise Duty - - - -Increase in Inventory 19 1,435,316 (94,691)

II Other Income 20 1,728,444 3,163,760 1,714,298 1,619,608III Total Revenue ( I + I I ) 153,686,829 134,878,791IV Expenses

Cost of Materials Consumed 21 93,492,743 85,828,702Purchases of Stock in Trade - -Changes in inventories of finished goods,work in progress and Stock-in-trade - -Employee benefits expense 22 9,128,215 7,500,367Finance Costs 23 3,190,893 3,535,713Depreciation and amortization expense 9 2,607,893 2,676,702Other expense 24 40,696,039 32,206,262Total Expense 149,115,784 131,747,746

V Prof i t before except ional andextraordinary i tems and tax ( I I I -IV) 4,571,045 3,131,045

VI Except ional I tems - -VII. Prof i t before extraordinary i tems

and tax (V-VI) 4,571,045 3,131,045VIII Extraordinary i tems - -IX Prof i t before tax (VII-VII I ) 4,571,044 3,131,045X Tax expense:

(1) Current tax 1,600,000 1,400,000(2) Deferred tax (190,047) (325,959)(3) Short/ Excess Provision of Tax 160,968 134,014

1,570,921 1,208,055XI Prof i t / (Loss) for the period f rom

cont inuing operat ions ( IX - X) 3,000,123 1,922,990XII Prof i t / (Loss) for the period f rom

discont inuing operat ions - -XIII Tax expense of discont inuing operat ions - -XIV Prof i t / (Loss) f rom discont inuing

operat ions (af ter tax) (XII-XII I ) - -XV Prof i t / (Loss) for the period (XI + XIV) 3,000,123 1,922,990XVI Earnings per equi ty share:

(1) Basic 0.04 0.03(2) Diluted - -

See accompanying notes to thefinancial statements 1






CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2016PARTICULARS Note As at 31/ 03/ 16 As at 31/ 03/ 15

No. ` ` ` `

A. Cash Flow from Operat ing Act ivi t iesNet Prof i t before tax and Extraordinary I tems 4,571,044 3,131,045Adjusted forDepreciation and amortization expense 2,667,705 2,676,702Loss/ (Profit) on sale of assets (145,676) 197,076

2,522,029 2,873,778

Operat ing Prof i t before Working Capi tal Changes 7,093,073 6,004,823Adjusted forInventories 1,699,656 (399,994)Sundry Debtors (2,714,684) (529,123)Loans & Advances 60,164,191 (7,322,595)Current Liabilities & Provisions (2,424,009) 56,725,155 7,688,064 (563,647)

Cash generated from Operat ing Act ivi t ies 63,818,228 5,441,175Lees : Direct Tax Provisions (1,600,000) (1,400,000)Short/ Excess provision of tax (160,968) (134,014)

Net Cash f low Operat ing Act ivi t ies 62,057,260 3,907,161B. Cash Flow from Invest ing Act ivi t ies

Purchase of Fixed Assets (6,305,448) (1,408,425)Sales of Fixed Assets 610,000 534,330Decrease in Profit & Loss A/ c (Dr Balance) - -Increase in Investments (55,979,000) -Net Cash used in Invest ing Act ivi t ies (61,674,448) (874,095)

C. Cash Flow from Financing Act ivi t iesIssue of Shares at Premium - -Share application money received - -Increase in Secured Loan 2,402,866 (235,771)Increase in Forfeited Reserves - -Increase/ (Decrease) in Unsecured Loan (13,798,374) 7,574,810Net Cash used in Financing Act ivi t ies (11,395,508) 7,339,039Net increase in Cash and Cash Equivalents (A+B+C) (11,012,695) 10,372,106

Opening Balance of Cash and Cash Equivalents 17,063,101 6,690,996Closing Balance of Cash and Cash Equivalents 6,050,406 17,063,101

Note : Figures in brakets indicate negative figures.The previous year’s figures have been regrouped and reclassified wherever necessary.






Note: 1

Signi f icant Account ing Pol icies And Notes Forming Parts of The Accounts :

1. Significant Account ing Policies of Account ing Standard

Basis of Preparat ion of Financial Statement

These financial statements have been prepared in accordance with the generally accepted accounting principlesin India under the historical cost convention on an accrual basis. Pursuant to Section 133 of the CompaniesAct, 2013 read with Rule 7 of the Companies(Accounts) Rules, 2014, til l the Standards of Accounting or anyaddendum thereto are prescribed by Central Government in consultation and recommendat ion of the NationalFinancial Report ing Authority, the existing Accounting Standards notified under the Companies Act, 1956 shallcont inue to apply. Consequent ly, these financial statements have been prepared to comply in all materialaspects with the account ing standards notified under Section 211(3C) [Companies (Accounting Standards),2006, as amended] and other relevant provisions of the Companies Act, 2013.

All the assets and liabilities have been classified as current or non-current as per Company’s operat ing cycleand other criteria set out in the Schedule-I I I to the Companies Act, 2013.

Based on the nature of products and the t ime between, acquisit ion of assets for processing and theirrealization in cash and cash equivalents, the Company has ascertained its operat ing cycle as 12 months forthe purpose of current and non-current classificat ion of assets and liabilities.

• Fixed Assets:

Tangible Assets are stated at cost of acquisit ion or construct ion (net of Cenvat Credit/ Value Added Tax) exceptin case of certain assets which have been revalued, at its revalued amount, less accumulated depreciationand amort ization. All costs relat ing to the acquisition and installation of assets are capitalized and includeborrowing costs direct ly attributable to their construct ion or acquisition, up to the date the respect ive assetis put to use.

Depreciat ion:

1. For assets exist ing on 1st April, 2015 the carrying amount will be amortized over the remaining usefullives on straight l ine method as prescribed in the Schedule-I I of the Companies Act, 2013.

2. For the assets added after the 1st April, 2015 the depreciat ion has provided on Written Down Value at theuseful lives prescribed in Schedule-I I to the Companies Act, 2013.

Investment: Investment in shares of companies, quoted or unquoted are carried at cost of acquisition.

Sales, Purchase and Inventories:Sales are invoiced on delivery of goods. Purchases are accounted on the receipt of t itle of goods includingrelated cost. Inventories are valued at cost including all related expenses or net realizable value whichever islower on FIFO Basis Stock of Educational materials has been valued at cost.

Miscel laneous Expendi ture:

Preliminary & Preoperative Expenditure is writ ten off over five years.

Excise Duty:

Excise duty is not applicable to the business in which the company is engaged.

Borrowing cost:

The company follows the pract ice of capitalizing interest on borrowing for capital expenditure up to the datethe assets is put to use.

Taxes on Income:Tax on income for the current period is determined on the basis of taxable income and tax credits computedin accordance with the provisions of the Income Tax Act, 1961 and based on excepted outcome of assessment/ appeals.

Deferred Tax is recognized on timing difference between the account ing income and the taxable income forthe year ended and quantified using the tax rates and laws enacted or substantially enacted as on the balancesheet date.



SCHEDULE FORMING PART OF BALANCE SHEET AS AT 31ST MARCH 2016

NOTE : 2AUTHORISED CAPITAL :92,000,000 (92,000,000) Equity Shares of ` 1/ - each 92,000,000 92,000,000

92,000,000 92,000,000ISSUED SUBSCRIBED & PAID UP :73061080 Equity Shares of Re. 1/ - Each fully paidupP.Y. (73061080 Equity Shares of ` 1/ - each) 73,061,080 73,061,080

73,061,080 73,061,080

Reconci liat ion of Shares: Nos Amt(Rs) Nos Amt(Rs)

Opening Share Capital 73,061,080 73,061,080 73,061,080 73,061,080Add: Shares issuued During the year - - - -Add: Rights/ Bonus Shares Issued - - - -Total 73,061,080 73,061,080 73,061,080 73,061,080Less: Buy back of Shares - - - -Less Reduction in Capital - - - -Closing Share Capital 73,061,080 73,061,080 73,061,080 73,061,080

List of Share holders having 5% or more Shares ( In Nos)

Name Of Shareholders In Nos In % In Nos In %

Vraj Consultancy Services Pvt Ltd 5,000,000 6.84 5,000,000 6.84Swarnjyot Finvest Pvt Ltd 8,240,000 11.28 8,240,000 11.28Chinar Capital Market (P) Ltd 7,250,000 9.92 7,250,000 9.92Prompt Energy Systems Pvt Ltd 6,500,000 8.90 6,500,000 8.90Orchid Devcon Private Limited 6,500,000 8.90 6,500,000 8.90RB Jaju Securities India Pvt. Ltd. 4,866,400 6.66 4,866,400 6.66

NOTE : 3RESERVE & SURPLUSGeneral ReserveOpening BalanceAdd : Transfer from Profit and Loss AccountLess : AppropriationsClosing Balance 2,232,172 2,232,172Prof i t and Loss AccountOpening Balance 17,826,706 15,903,716Less : Adjustment of WDV as per Co Act’13 90,647 -Add:Profit During The Year 3,000,123 1,922,990Less: Proposed Dividend (Incl. Tax)(Disclose Amt of Dividend Per Share)Transfer to ReservesBonus SharesClosing Balance 20,736,183 17,826,706Share Premium 54,772,500 54,772,500Forfeited Reserve 2,069,375 2,069,375

79,810,230 76,900,753

PARTICULARS As At As At31.03.2016 31.03.2015

(`) (`)



NOTE : 4Non- Current Liabi li t ies(A) Long term BorrowingsKotak Mahindra Bank 1,913,498 -Tata Capital Financial Services Ltd. 489,368 -Term Loans - -(Hypo against Stock & Debtors)Deffered Payment of Liabilities - -Loans & Advance from Related Parties - 1,960,050Loans and Advances from Others 2,659,536 14,497,860Others - -

5,062,402 16,457,910

NOTE : 5(B) Deferred Tax liabilities (Net)Deferred Tax Liabilities - -Deferred Tax Assets 374,739 184,692Deferred Tax Liabilities (Net) - -

374,739 184,692

NOTE : 6Current Liabi li t ies(A) Short term BorrowingsSecured 22,973,805 22,987,899Unsecured 3,560 2,737Due to Reconcilitation-SBI - 231,437Deposits from Dealer 372,938 333,938Other Loans and Advances 2,595,200 2,996,792

25,945,503 26,552,804

NOTE : 7(B) Trade PayablesFor Goods/ Services 31,812,116 34,713,619For Capital Goods and Capital Expenses - -For Expenses 7,934,106 7,238,120Others : - -For Statutory Dues 409,297 542,837For Advances From Customers 121,865 161,899

40,277,383 42,656,475

NOTE : 8(D) Short term provisionProvision for Employee Benefits 428,920 66,536Other Provisions - -Provision for Taxation 1,600,000 1,400,000

2,028,920 1,466,536


(`) (`)



NOT

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31S

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, 20

16



NOTE : 10Non Current Assets(B) Non Current InvestmentsLong Term Investment - Associate ConcernIn Equity Shares-Unquoted, fully paid up500000 Govindam Agro Foods Pvt. Ltd. 5,000,000 5,000,000(500000 Equity Shares of ` 10/ - each Fully paid-up)NBPL Share Investment 55,979,000 -(5597900 Equity Shares of ` 10/ - each Fully paid-up)

60,979,000 5,000,000

NOTE : 11(D) Long term Loans & AdvancesUsecured Considered Good:Capital Advances - 9,601,350Security Deposits 2,561,485 2,147,485Loans and Advances to Related Parties 27,805,672 84,494,071Other Loans and Advances 52,656,639 52,715,895

83,023,796 148,958,801

NOTE : 12(E) Other Non Current AssetsPreliminary & Pre-Operative Exp. 126,367 186,179

126,367 186,179

NOTE : 13(B) InventoriesRaw Material 3,163,185 6,382,840Packing Material 2,161,829 1,848,107Work In Process - -Stock-in-Trade 1,693,675 487,397Stores and Spares - -

7,018,688 8,718,344

NOTE : 14(C) Trade ReceivablesOver Six MonthsGood 18,132,661 17,541,107Doubtful - -Below Six MonthsGood 7,824,787 5,701,658Doubtful - -Less:Provision for Doubtful Debts - -

25,957,448 23,242,765


(`) (`)




(`) (`)

NOTE : 15(D) Cash & Bank Balances-Cash and Cash EquivalentsCash on Hand 5,880,245 15,180,423Balance with Banks-In Current Accounts 170,161 1,882,678

6,050,406 17,063,101

NOTE : 16(E) Short term Loans & AdvancesLoans and Advance to Directors - -Others 1,800,000 -Advance for Capital Expenses - -Advances to Suppliers 597,366 888,329Prepaid Expenses - -Advances Staff and Others 19,674,148 15,158,786Balance with Statutory Authorities 174,293 452,880

22,245,808 16,499,995

NOTE : 17(F) Other Current Assets 28,300 3,300

28,300 3,300



PARTICULARS Year Ended Year Ended31.03.2016 31.03.2015

(`) (`)

NOTE : 18SalesSales 150,523,069 133,259,183

150,523,069 133,259,183

NOTE : 19Increase / (Decrecase) in StockClosing Stock 1,693,675 487,397Less : Opening Stock 258,359 582,088

Increase / (Decrecase) in Stock 1,435,316 (94,691)

NOTE : 20OTHER INCOMERound off 272 374Interest received 1,411,924 1,390,614Profit on sale of assets 145,676 -Kasar vatav - 8,530Rate Difference 35,226 -Rent 93,166 -Commission Income - -Missc 42,180 314,780

1,728,444 1,714,298

NOTE : 21COST OF MATERIAL CONSUMEDOpening Stock 8,459,986 7,736,263Add : Raw material purchase 90,357,771 86,323,386Less : Closing Stock 5,325,014 8,230,947

93,492,743 85,828,702

NOTE : 22Employee Benef i t CostsSalaries, Wages, Bonus etc. 8,315,380 6,902,724Contribution to P.F, E.S.I and Other Statutory Funds 36,276 43,303Workmen and Staff Welfare Expenses 776,559 554,340

9,128,215 7,500,367

NOTE : 23Finance CostsInterest ExpenseInterest on CC 2,866,737 3,066,717Interest Others 324,156 468,996Other Borrowing CostsInterest on Income Tax - -

3,190,893 3,535,713



PARTICULARS Year Ended Year Ended31.03.2016 31.03.2015

(`) (`)

NOTE : 24Other ExpensesAdvert isement Exp. 65,535 13,259Audit Fee 80,000 80,000Bad Debts - 66,856Bank Charges 182,134 87,213Brokerage Charge 48,735 285,161Business Promotion Exp 46,199 -Cleaning Exp 239,636 182,141Computer Exp 5,900 -Consultancy Charges 122,229 127,759Conveyance Exp. 359,353 107,700Director Remuneration - -Donation Exp - 21,200Electricity & Fuel Expenses 2,497,897 3,035,600Entertainment Exp 98,363 73,937Factory Exp. 1,359,741 864,999Freight & Octroi Exp. 11,734,580 10,316,574Insurance Charges 44,401 150,048Job Work Charges-Out Side Factroy 9,366,253 7,219,838Laboratery Exp 28,669 37,728Late Payment Charges 62,524 120,284Legal Charges 204,680 237,447Licence Fees 21,000 -Loading & Unloading Exp. 325,763 164,439Loan Process Charges - 317,950Loss on Sale of Asset - 197,076Loss on Flat booking (Orchid) 1,300,232 -Membership Fees 350,998 181,709Misc. Exp. 196,425 107,917Misc. Repair Exp 333,764 284,349Office Exp 207,931 222,337Packing Exp 487,171 313,616Postage & Courier 68,203 66,165Production Exp 17,350 -Prelimnary Exp w/ off 59,812 59,812Professional Charges 125,024 91,251Registeration Fees 10,019 19,664Software Installation Exp 75,000 -Rates & Taxes 130,111 107,320Rent Exp 1,038,206 1,009,230Repair to Building/ Plant 771,183 988,803Royalty Exp. 1,823,339 1,829,423Security Expences 469,839 533,720Stationery & Printing Exp. 171,591 75,064Fuel Exp 554,334 132,186Telephone Expenses 371,785 329,038Travelling Exp. 565,021 300,649Transportation Exp 4,449,228 1,630,250Water Charges 220,552 211,509Weight Charges 5,330 5,042

40,696,039 32,206,262



Notes on Accounts

1. The Sundry Creditors, Sundry Debtors, Unsecured loans and loans & advances are subjected to confirmation.

2. Director’s Remuneration ` 4,20,000 (P.Y. ` 4,20,000)

3. Auditor’s Remunerat ion : (In ‘)

4. In the opinion of the Board of Directors, the Current Assets, Loans and Advances are approximately valuestated, if realized in the ordinary course of business. The provisions of all known liabilities are adequatelyprovided and not in the excess of amount reasonably necessary.

5. The Company has given Corporate Guarantees to banks against Loans sanct ioned by banks to the groupcompanies.

6. The Company had been advised that the computat ion of net profit u/ s 198 of the Companies Act., 2013 hadnot been made since no commission is paid / payable to the directors for the year.

7. AS- 15: In the opinion of the Board at present the company is not liable for gratuity and treatment ofretirement benefit are accounted for as and when paid.

8. Estimated amount of contracts remaining to be executed on capital account and not provided for Nil (P.Y. Nil)

2015-16 2014-159. C.I .F. value of imports (excluding purchase of items Nil Nil

Imported by other agencies)

10. Expenditure in foreign currency Nil Nil

11. Earning in foreign exchange Nil Nil

12. Contingent Liabilities Nil Nil

13. The Contribution to the defined contribution scheme such as Provident Fund etc. is charged to the Profit &Loss account as incurred. However no provision for gratuity is made during the year as the same is still notapplicable to the Company.

14. Related Party Disclosure : As per Accounting Standard-18 (AS-18)

Name of Related party Relat i onship1) Shri Amit Khaksa - Whole time Director2) Shri Sharad Khandelwal - Director3) Shri Sanjay Mangal - Director4) Shri Arvind Thakkar - Director5) Priti Wadhwani - Director6) Sitaram G. Sharma - Director’s Relative7) Balaji Resources and Trading Co. Ltd. - Associate Concern8) Nimbus Foods Ltd. - Associate Concern9) Chinar Capital Market Pvt. Ltd. - Associate Concern10) Shri Govindam Agro Foods Pvt. Ltd. - Associate Concern11) Nimbus Auto Fast O Forge Pvt. Ltd. - Associate Concern12) Nimbus Beverages Pvt. Ltd. - Associate Concern13) Nimbus Infrabuilt Pvt. Ltd. - Associate Concern14) Ishan Clothes Pvt. Ltd. - Associate Concern15) Sushma Snacks Pvt Ltd. - Associate Concern16) Passion Eng. Solutions Pvt Ltd. - Associate Concern17) Nimbus Pharmaceuticals Pvt Ltd. - Associate Concern

Part iculars Current year Previous year Audit Fees 80,000 80,000 Out of pocket Exp. NIL NIL



List of t ransact ion:

15. Quantitat ive detail information as required under para 3, 4C and 4D of part I I of schedule VI of the CompaniesAct, 1956 to the extend applicable is as under:

Raw Material Consumption: (Major I tems) Current Year Previous Year

Units Kgs Kgs. Capacity : Bread : Licensed Installed Utilised

N.A. N.A. N.A

N.A. N.A. N.A.

Units Kgs Kgs. Maida consumed

Material Consumed : Imported (in Rs.) Indigenous (in Rs.) Product ion : Bread & Bakery (Kg.)

3318559.730

NIL 59400162

100%

3972105.640

2628311.300

NIL 50156106

100%

3563312.750

S.N. Name of Party Part iculars of Transact ion Amount (Rs.) 1. Mr. Amit Khaksa Salary 4,20,000 2. Passion Engineering Solutions Private

Limited Money received against advance given 60,000

3. Balaji Resources and Trading Limited Money received against advance given 11,75,000 4. Passion Engineering Solutions Private

Limited Advance given 1,50,000

5. Chinar Capital Market Private Limited Advance given 74,38,050 6. Shri Govindam Agro Foods Private

Limted Money received against advance given 16,93,860

7. Nimbus Infrabuilt Private Limited Advance given 68,50,000 8. Nimbus Beverages Private Limited Money received against advance given 5,27,855 9. Nimbus Beverages Private Limited Advance given 27,82,089 10. Nimbus Beverages Private Limited Purchase 2,13,626 11. Nimbus Foods Limited Advance given 58,66,193 12. Nimbus Foods Limited Money received against advance given 13,75,511 13. Nimbus Infrabuilt Private Limited Money received against advance given 78,48,000 14. Nimbus Pharmaceuticals Private

Limited Advance given 46,40,000

15. Sushma Snacks Private Limited Money received against advance given 31,42,334 16. Sushma Snacks Private Limited Advance given 94,12,000 17. Nimbus Foods Limited Purchase 71,400 18. Nimbus Beverages Private Limited Sales 2,36,899 19. Nimbus Beverages Private Limited Investment in Shares 5,59,79,000



16. Account ing for Taxes on Income (AS-22)

Deferred Tax Assets/ Liability are provided in accordance with Account ing Standard AS-22 issued by theInstitute of Chartered Accountants of India.

17. Detai ls of Earnings per Shares:

18. AS-28 : All the assets have been physically verified by the management during the year and also there is aregular programme of verificat ion which, in our opinion, is reasonable having regard to the size of thecompany and the nature of its assets. No material discrepancies were not iced on such verification.

19. The previous year's figure have been rearranged / re grouped where ever necessary.

In terms of our report of even date On behalf of the Board of DirectorsFor B.S. Rajput & Associates Nimbus Foods Indust ries LimitedChartered Accountants(FRN: 119760W) Amit Khaksa Sharad Khandelwal(Bhupendra Singh Rajput) Executive Director DirectorM.No.: 106729 (DIN: 00142084) (DIN: 03447732)PartnerPlace : Ahmedabad Jay Prakash Verma Faruk H. DiwanDate : 30/ 05/ 2016 Chief Financial Officer Company Secretary

S.No. Part iculars 2015-16 2014-15 1. Profit Before Tax 4571044 3131044 2. Depreciation as per Company Act 2607893 2676702 3. Depreciation as per Income Tax Act 1992853 1621818 4. Difference 615040 1054884 5. Deferred Tax Asset/ (Liability) 190047 325959

S.No. Part iculars 2015-16 2014-15 1. No. of Equity Shares of Re.1/ - each 73061080 73061080 2. Net Profit After Tax 30,00,123 19,22,989 3. Basic and diluted earnings per Shares 0.04 0.03



NOTE



NIMBUS FOODS INDUSTRIES LIMITED(CIN : L30006GJ1995PLC025631)

Regd. Office : Plot No. B-13 & 14, Phase-I I , GIDC Industrial Area, Naroda, Ahmedabad-382 330.Form-MGT-11

PROXY FORM[Pursuant to Section 105(6) of the Companies Act, 2013 and

Rule 19(3) of the Companies (Management and Administration) Rules, 2014]21st Annual General Meet ing – 30th day of September, 2016 at 03.00 p.m.

CIN : L30006GJ1995PLC025631Name of the company : NIMBUS FOODS INDUSTRIES LIMITEDRegistered office : PLOT NO. B-13 & 14, PHASE - II , GIDC INDUSTRIAL AREA, NARODA, AHMEDABAD-382330Name of the Member(s) :Registered Address :Email :DP ID :Folio No. / Client ID No. :I / We, being the member(s) of shares of the above named Company, hereby appoint:

1) Name : Address :

E-mail I d :

Signature : Or falling him/ her

2) Name : Address :

E-mail I d :


3) Name : Address :

E-mail I d :


Member’s/ Proxy’s Signature(To be signed at the time of handling over the slip)

NIMBUS FOODS INDUSTRIES LIMITED(CIN : L30006GJ1995PLC025631)

Regd. Office : Plot No. B-13 & 14, Phase-I I , GIDC Industrial Area, Naroda, Ahmedabad-382 330.

ATTENDANCE SLIP

Full name of the Member attending :

Name of Proxy :

I hereby record my presence at the Annual General Meet ing being held on Friday 30th September 2016 at 3.00p.m. at Plot No. B-13 & 14, Phase - I I , GIDC Industrial Area, Naroda, Ahmedabad-382330.

Regd. Folio No.

DP Id*

Client Id*

No. of Share held

* Applicable for members holding shares in dematerialised form.

Note : Persons attending the Annual General Meeting are requested to bring their copies of Annual Report.

TEAR HERE [ PTO]



as my/ our proxy to attend and vote (on a poll) for me/ us and on my/ our behalf at the 21st Annual General Meetingof the company, to be held on the 30th day of September, 2016 at 3.00 p.m. at the registered office of the Companysituated at Plot No. B-13 & 14, Phase - I I , GIDC Industrial Area, Naroda, Ahmedabad-382330 and at any adjournmentthereof in respect of such resolutions as are indicated below:

Resolut ion No. Part iculars1. To receive, consider and adopt the Audited Balance Sheet as at 31st March, 2016 Statement of

Profits & Loss and together with Cash Flow Statement and Notes forming part thereto (“FinancialStatement”) for the year ended on 31st March, 2016 and Report of the Board of Directors andAuditors thereon.

2. To appoint a Director in place of Smt. Prit i Wadhwani (DIN: 03230600) who ret ires by rotationand being eligible, offers herself for re-appointment.

3. To rat ify the appointment of Auditors of the Company and fix their remuneration4. To rat ify the related party t ransact ions entered into by the Company with related parties during

the F.Y. 2015-16.5. To approve related party t ransactions to be entered by the Company with related parties.

Signed this day of 2016

Signature of Member

Signature of Proxy holder(s)

Note: This form of proxy in order to be ef fect ive should be duly completed and deposi ted at the Registered Off iceof the Company, not less than 48 hours before the commencement of theMeet ing.

AffixRevenueStamp

NIMBUS FOODS INDUSTRIES LIMITEDRegd. Office : Plot No. B-13 & 14, Phase-I I, GIDC Industrial Area, Naroda, Ahmedabad-382 330.

ROUTE MAP OF THE AGM VENUE

TEAR HERE

I f undeliveredPlease return to :

NIMBUS FOODS INDUSTRIES LIMITEDRegd. Office : Plot No. B-13 & 14, Phase-I I ,

GIDC Industrial Area, Naroda, Ahmedabad- 382 330.

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