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22nd

ANNUAL REPORT2016-2017

NIMBUS FOODS INDUSTRIES LIMITED

ANNUAL REPORT 2016-2017 1

NIMBUS FOODS INDUSTRIES LIMITED22nd Annual Report 2016-17

KEY MANAGERIAL PERSONNEL & BOARD OF DIRECTORSMr. Sanjay Mangal Chairman (DIN: 05355390)Mr. Amit Khaksa Executive Director (DIN: 00142084)Mr. Sharad Khandelwal Director (DIN: 03447732)Mr. Arvind Thakkar Director (DIN: 00966889)Ms. Priti Wadhwani Director (DIN: 03230600)Mr. Jay Prakash Verma Chief Financial Officer (till 14/02/2017)Mr. Pushpendra Singh Chauhan Chief Financial Officer (w.e.f 14/02/2017)Mr. Faruk Diwan Company Secretary & Compliance Officer

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

BANKERSAxis Bank Limited

REGISTRAR & SHARE TRANSFER AGENTBigshare Services Private LimitedA-802 Samudra Complex,Near Klassic Gold HotelOff C G Road Navrangpura,Ahmedabad- 380 009Email: [email protected]

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

CONTENTS PAGE NO

NoticeDirectors’ ReportManagement Discussion and Analysis ReportIndependent Auditors’ ReportBalance SheetStatement of Profit & LossCash Flow StatementNotes Forming Part of AccountsProxy Form and Attendance Slip

021219394445464759

ANNUAL REPORT 2016-20172

NIMBUS FOODS INDUSTRIES LIMITEDNIMBUS FOODS INDUSTRIES LIMITED

(CIN: L30006GJ1995PLC02531)

NOTICENOTICE is hereby given that the 22nd Annual General Meeting of the Members of NIMBUS FOODS INDUSTRIES LIMITED will be held on Friday, 29th September, 2017 at 4.00 P.M. at Plot No. B – 13 & 14, Phase-II, GIDC Industrial Area, Naroda, Ahmedabad – 382 330 to transact the following businesses:ORDINARY BUSINESS:1. To receive, consider and adopt the Audited Balance Sheet as at 31st March, 2017 Statement of Profits & Loss and

together with Cash Flow Statement and Notes forming part thereto (“Financial Statement”) for the year ended on 31st March, 2017 and Report of the Board of Directors and Auditors thereon.

2. To appoint a Director in place of Mr. Sharad Khandelwal (DIN: 03447732) who retires by rotation and being eligible, offers himself for re-appointment.

3. To ratify the appointment of Statutory Auditors of the Company and fix their remuneration.SPECIAL BUSINESS:4. To re-appoint Mr. Amit Jogendra Khaksa (DIN: 00142084) as a Whole-time Director designated as

Executive Director of the Company for the period of Five (5) years w.e.f. 12th August, 2017 To consider and, if thought fit, to give your assent/dissent to pass the following resolution as Special Resolution: “RESOLVED THAT pursuant to recommendation of the Nomination and Remuneration Committee, in accordance

with the provision of Section 196, 197 and 203 and other applicable provisions of the Companies Act, 2013 and the rules made there under (including any statutory modification or re-enactment thereof ) read with Schedule V of the Companies Act, 2013 and the Articles of Association of the Company, the consent of Members of the Company, be and is hereby accorded to re-appointment of Mr. Amit J. Khaksa (DIN: 00142084) as a Whole-time Director designated as “Executive Director” of the Company with effect from 12th August, 2017 and who shall be not liable to retire by rotation for the period of five (5) years on payment of salary and perquisites (hereinafter referred to as “remuneration”) and the terms and conditions as detailed in the explanatory statement attached herewith, which is hereby approved and sanctioned with authority to the Board of Directors to alter and vary the terms and conditions of the said appointment and / or agreement in such manner as may be agreed to between the Board of Directors and Mr. Amit J. Khaksa.

RESOLVED FURTHER THAT the remuneration payable to Mr. Amit J. Khaksa (DIN: 00142084), shall not exceed the overall ceiling of the total managerial remuneration as provided under Schedule V and Section 197 of the Companies Act, 2013 or such other limits as may be prescribed from time to time.

RESOLVED FURTHER THAT the board of Director of the Company, be and is hereby authorized to do all such acts, deeds and things and execute all such documents, instruments and writings as may be required and to delegate all or any of its powers herein conferred to any Committee of Directors or Director(s) to give effect to the aforesaid resolution.”

5. Re-appointment of Mr. ARVIND A. THAKKAR (DIN: 00966889) as an Independent Director of the Company To consider and if thought fit, to give your assent/dissent to pass the following resolution as an Ordinary

Resolution: RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152 read with Schedule IV and any other

applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors), Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force) Mr. Arvind A. Thakkar (DIN: 00966889), Independent Director of the Company whose period of office is liable to expire on 13th November, 2017, who has submitted a declaration that he meets the criteria of independence under Section 149(6) of the Companies Act, 2013 and who is eligible for re-appointment for a second term under the provisions of the Companies Act, 2013, Rules made there under and SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 and in respect of whom the Company has received a notice in writing from a member proposing his candidature for the office of Director pursuant to Section 160 of the Companies Act, 2013, be and is hereby re-appointed as an Independent Director of the Company for the period of 5 (five) years with effect from 29th September, 2017 and the term shall not be subject to retirement by rotation.


NIMBUS FOODS INDUSTRIES LIMITED RESOLVED FURTHER THAT the Board of Directors of the Company be and are hereby authorised to sign the form

DIR-12 and make arrangement to file the same with Registrar of Companies and intimate to Stock Exchange(s) and to take such other steps as may be necessary in this regard.”

6. Approval of Related Party Transactions To consider and if thought fit, to give your assent/ dissent to the following resolution as a Special Resolution: “RESOLVED THAT pursuant to the provisions of Section 188 and other applicable provisions of the Companies

Act, 2013 read with the rules made there under (including any statutory modification(s) or re-enactment thereof for the time being in force) and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and subject to such other approvals, consents, permissions and sanctions of any authorities as may be necessary, the consent of the Company be and is hereby accorded to the Audit Committee and the Board of Directors of the Company to authorize the management of the Company to carry out transactions with related parties and for the maximum amounts per annum, as mentioned herein below for the year 2017-18:

Sr. No.

Nature of the transactions as per section 188 of the Companies Act, 2013

Name of the Director/KMP who is related and nature of their relationship

Name of the related party Receipts (Rs. in

Lacs)

Payment (Rs. in

Lacs)

1 Sale of goods Mr. Amit Khaksa, Executive director of the Company being common Director/ Shareholder of the Company

Sushma Snacks Private LimitedNimbus Renewable Energy Private LimitedNimbus Infrabuilt PrivateLimited

50 -

2 Sale of goods Group Companies Nimbus Foods LimitedChinar Capital Private LimitedIshan Clothes Private LimitedNimbus Beverages Private LimitedNimbus PharmaceuticalsPrivate LimitedShri Govindam Agro Foods Private LimitedPassion Engineering Private LimitedBalaji Resources And Trading Limited

250 -

3 Purchase of goods / raw material / stock in-trade

Mr. Amit Khaksa, Executive director of the Company being common Director/ Shareholder of the Company

Sushma Snacks Private LimitedNimbus Renewable Energy Private LimitedNimbus Infrabuilt PrivateLimited

- 35

4 Purchase of goods / raw material / stock in-trade

Group Companies Nimbus Foods LimitedChinar Capital Private LimitedIshan Clothes Private LimitedNimbus Beverages Private LimitedNimbus PharmaceuticalsPrivate LimitedShri Govindam Agro Foods Private LimitedPassion Engineering Private LimitedBalaji Resources And Trading Limited

- 275


NIMBUS FOODS INDUSTRIES LIMITED “RESOLVED FURTHER THAT the transactions may be entered into subject to the compliance of criteria

mentioned under Rule 15 of The Companies (Meetings of Board and its Powers) Rules, 2014 of the Companies Act, 2013”.

“RESOLVED FURTHER THAT the Board of Directors of the Company and/or a committee thereof, be and is hereby, authorised to do or cause to be done all such acts, matters, deeds and things and to settle any queries, difficulties that may arise with regard to any transactions with the related party and execute such agreements, documents and writings and to make such filings, as may be necessary or desirable for the purpose of giving effect to this resolution, in the best interest of the Company.

Regd. Office By order of Board of DirectorsPlot No. B – 13 & 14, For, Nimbus Foods Industries LimitedPhase-II, GIDC Industrial Area, Naroda, Ahmedabad – 382 330 Sanjay MangalDate : 12/08/2017 ChairmanPlace : Ahmedabad (DIN: 05355390)

NOTES

1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE 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 filled, stamped and signed, at its Registered Office not less than 48 hours before the Meeting.

Proxies submitted on behalf of limited companies, societies, etc., must be supported by appropriate resolutions / authority, as applicable, issued on behalf of the nominating organisation.

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

2. Corporate Members intending to send their authorised representatives to attend the AGM are requested to send a duly certified copy of their Board Resolution authorising their representatives to attend and vote at the AGM.

3. In case of joint holders attending the Meeting, only such joint holder who is higher in the order of names will be entitled to vote.

4. Members / Proxies / Authorised Representatives should bring the enclosed Attendance Slip, duly filled in, for attending 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 and the Statement, are open for inspection by the members at the Registered Office of the Company on all working days, except Saturdays, during business hours up to the date of the Meeting.

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

7. Pursuant to the provisions of Section 91 of the Companies Act, 2013, the Register of Members and Share Transfer Books of the Company will remain closed from Friday 22nd September, 2017 to Friday 29th September, 2017 (both days inclusive).

8. SEBI has mandated the submission of Permanent Account Number (PAN) for participating in the securities market, deletion of name of deceased holder, transmission / transposition of shares. Members are requested to submit the PAN details to their Depository Participant (DP) in case of holdings in dematerialised form or to M/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, mentioning your correct reference folio number.

9. Members holding shares in physical form are requested to consider converting their holding to dematerialised form to eliminate all risks associated with physical shares and for ease in portfolio management. Members can contact Bigshare Services Private Limited. A-802 Samudra Complex, Near Klassic Gold Hotel, Off C G Road Navrangpura, Ahmedabad – 380 009, Gujarat for assistance in this regard.


NIMBUS FOODS INDUSTRIES LIMITED10. The Annual Report 2016-17 of the Company circulated to the Members of the Company, will be made available

on the Company’s website at www.nimbusfoods.in and also on the website of the respective Stock Exchanges at www.bseindia.com.

11. Members desirous of getting any information about the Accounts of the Company are requested to write to the Company at least seven days in advance of the Meeting, so that the information can be kept ready at the Meeting.

Process and manner for members opting for voting through Electronic 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 Obligations and Disclosure Requirements) Regulations, 2015, the Company is pleased to provide to its members facility to exercise their right to vote on resolutions proposed to be passed in the Meeting by electronic means. The members may cast their votes using an electronic voting system through remote e-voting services provided by Central Depository Services 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 22nd September, 2017 (cut – off date) are entitled to avail the facility of remote e-voting as well as voting at the AGM. Any recipient of the Notice, who has no voting rights as on the Cut-off date, shall treat this Notice as intimation only.

(iii) A person who has acquired the shares and has become a member of the Company after the dispatch of the Notice of the AGM and prior to the Cut-off date i.e. 22nd September, 2017, shall be entitled to exercise his/her vote either electronically i.e. remote e-voting or through the Poll Paper at the AGM by following the procedure mentioned in this part.

(iv) The remote e-voting will commence on Tuesday, 26th September, 2017 at 10.00 a.m. and will end on Thursday, 28th September, 2017 at 5.00 p.m. During this period shareholders’ of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date Tuesday 22nd September, 2017, may cast their vote electronically. The members will not be able to cast their vote electronically beyond the date and time mentioned above and the remote e-voting module shall be disabled for voting by CDSL thereafter. The e-voting module shall be disabled by CDSL for voting thereafter.

(v) Once the vote on a resolution is cast by the member, he/she shall not be allowed to change it subsequently or cast the vote again.

(vi) The facility for voting through Poll Paper would be made available at the AGM and the members attending the meeting who have not already cast their votes by remote e-voting shall be able to exercise their right at the meeting through Poll Paper. The members who have already cast their vote by remote e-voting prior to the meeting, may also attend the meeting, but shall not be entitled 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 the Company as on the Cut-off date i.e. 22nd September, 2017.

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

The procedure and instructions for remote e-voting are, as follows:

Step 1 : Open your web browser during the voting period and log on to the e-voting website www.evotingindia.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 ID

b) For NSDL: 8 Character DP ID followed by 8 Digits Client ID

c) 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.


NIMBUS FOODS INDUSTRIES LIMITED If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on

an earlier voting of any company, then your existing password is to be used.

Step 5 : If 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 for both demat shareholders as well as physical shareholders)• Members who have not updated their PAN with the Company/Depository Participant are requested to use the sequence number in the PAN field. The Sequence Number will 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’s before the number after the first two characters of the name in CAPITAL letters.Eg. If your name is Ramesh Kumar with sequence number 1 then enter RA00000001 in the PAN field.

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

Dividend BankDetails

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

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 directly the Company selection screen. However, members holding shares in demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

If Demat account holder has forgotten the changed password then Enter the User ID and the image verification 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-voting on the resolutions contained 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 option “YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

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

Step 12 : After selecting the resolution you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If 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 will not 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 the Voting page.

Step 14 : Note for Non – Individual Shareholders and Custodians

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

• A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to [email protected].


NIMBUS FOODS INDUSTRIES LIMITED • After receiving the login details a compliance user should be created using the admin login and

password. 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 the accounts they would be able to cast their vote.

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

In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions (“FAQs”) and e-voting manual available at www.evotingindia.com under help section or write an email to [email protected].

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

13. Shareholders can also cast their vote using CDSL’s Mobile app M-voting available for android based mobiles. The M-voting app can be downloaded from Google Play Store. Please follow the instructions as prompted by the mobile app while voting on your mobile.


NIMBUS FOODS INDUSTRIES LIMITEDBRIEF PROFILE OF THE DIRECTOR/S SEEKING RE-APPOINTMENT

AT THE 22nd ANNUAL GENERAL MEETING(Pursuant to Regulation 36(3) of the SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015)

Name of Directors Mr. Sharad Khandelwal Mr. Amit J. Khaksa Mr. Arvind Thakkar

DIN 03447732 00142084 00966889

Designation Director Whole-time Director Director

Date of Birth 26/10/1970 22/08/1979 30/10/1947

Date of Appointment 14/02/2011 01/04/2006 14/11/2014

Qualifications experience in specific functional area

Master degree in commerce (M.COM) having more than 22 years of experience in Accounts, Finance, Taxation and related field.

Mr. Amit J. Khaksa, Executive Director of the Company aged around 38 years is a Graduate and jointed the Board of the Company in the year 2006 as a Director. His responsibilities in the Company encompass product delivery, project execution for innovative production techniques, quality control and enhancement, process and customer satisfaction. He supervises the functioning of various departments in the organization such as Sales & marketing, Estimation, customer Relationship Management, cost audit, Human resources, Purchase, Corporate Communications.

He is practising Chartered Accountant. He has an experience of more than 42 years in the field of audit of firms, nationalized banks and Companies, Company law matters, Taxation and Tax audit matters under Income Tax Act, Financial And Capital Market consultancy.

Directorship held in other companies*

NIL NIL GUJARAT EQUITY SERVICES LIMITED

Membership / Chairmanships of Committee in other Public Companies

NIL NIL NIL

Relationships between directors inter se

None None None

Number of shares held in the Company

NIL 25,000 Shares NIL

*Pvt. Companies excluded


NIMBUS FOODS INDUSTRIES LIMITEDANNEXURE TO THE NOTICE:EXPLANATORY STATEMENT

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

In conformity with the provisions of Section 102 of the Companies Act, 2013, following Explanatory Statement sets out all material facts relating to the Special Business mentioned at Item No. 4, 5 & 6 of the accompanying notice dated 12th August, 2017 should be taken as forming part of Notice.

ITEM NO.4:

The Board of Directors based on the recommendations of the Nomination and Remuneration Committee have re-appointed Mr. Amit J. Khaksa (DIN: 00142084) as Whole-time Director designated as Executive Director for a period of 5 (five) years w.e.f. 12th August, 2017 and his appointment was subject to the approval of shareholders at ensuing General Meeting of the Company.

In terms rich and varied experience of eleven years, Mr. Amit J. Khaska has contributed voluminously towards the expansion in bakery products and has been actively responsible for procuring the standard quality of products.

In the view of significant contributions made by him the Board of Directors recommend the re-appointment of Mr. Amit J. Khaksa as a Whole time Director designated as Executive Director of the Company for the period of five years on the terms conditions detailed below, which shall be effective from 12th August, 2012.

I. Period:

For a period of 5 years from 12th August, 2017.

II. Basic Salary: Up to Rs.1,00,000/- (Rupees One Lac Only) per month.

III. Other Allowances: Up to 35% of the basic salary and as determined by the Board from time to time.

IV. Perquisites: The Executive Director shall be entitled to all the perquisites listed herein below in addition to the salary mentioned above;

• Provident Fund/Pension: Contribution to Provident Fund and Pension Fund to the extent such contributions, either singly or put together are exempt under the Income Tax Act, 1961. Contribution to Pension Fund will be paid on basic salary and commission.

• Gratuity: Gratuity payable shall be in accordance with the provisions of the Payment of Gratuity Act and to the extent not taxable under the Income Tax law.

• Encashment of leave at the end of tenure.

• Medical Reimbursement: Reimbursement of medical expenses incurred, including premium paid on health insurance policies, for self and family including hospitalization, surgical charges, nursing charges and domiciliary charges for self and for family.

• Leave Travel Concession for self and family at a rate not exceeding one month’s Salary for one year or three month’s salary in a block of three years.

• Free use of Company’s car with driver for Company’s business and free telephone Facility at residence.

• The Executive Director shall be entitled to reimbursement of expenses incurred by him In connection with the business of the Company.

V. Duties:

Subject to the superintendence, direction, and control of the Board of Directors of the Company, the Executive Director Shall be entrusted with substantial power of administration, marketing and accounts and also such other duties and responsibilities as may be entrusted to him By the Board of Directors from time to time. The headquarter of the Executive Director shall be at Ahmadabad or at such place as the Board of Directors may decided from time to time.

VI. TERMINATION:

The Executive Director may be removed from his office for gross negligence, breach of Duty or trust if a special Resolution to that effect is passed by the Company in its General Meeting. The Executive Director may resign from his office by giving 90 days’ Notice to the Company.


NIMBUS FOODS INDUSTRIES LIMITEDVII. COMPENSATION:

In the event of termination of office of Executive Director takes place before the expiration of tenure thereof, Executive Director of the Company shall be entitled to receive compensation from the Company for loss of office to extent and subject to limitation as provided under Section 202 of the Companies Act, 2013.

VIII. Other terms and conditions:

a) In the event of absence or inadequacy of profits in any financial year during the tenure of the Executive Director, salary and perquisites subject to the limits stipulated under Schedule V read with Section 196 and 197 of the Companies Act, 2013, are payable.

b) “Family” means the spouse and dependent children of Mr. Amit J. Khaksa.

c) Leave with full pay and allowances shall be allowed as per the Company’s rules.

d) Reimbursement of entertainment expenses actually and properly incurred in the course of business of the Company shall be allowed.

e) No sitting fees shall be paid to the Executive Director for attending the meetings of the Board of Directors or Committees thereof.

f ) The perquisites as listed in para (IV) above shall be valued as per the Income Tax Rules, 1962, as may be applicable.

The Board of Directors recommends the resolution in relation to the appointment of Executive Director, for the approval of the shareholders of the Company.

None of the Directors and Key Managerial Personnel of the Company and their relatives except Mr. Amit J. Khaksa to whom the resolution relates is concerned or interested in this resolution set out at item no. 4.

ITEM NO.5:

Mr. ARVIND A. THAKKAR (DIN: 00966889) is an Independent Director of the Company, appointed pursuant to approval of the Members under the provisions of the Companies Act, 2013 through Ordinary Resolution passed at the Annual General Meeting held on 23rd September, 2015. As per the said resolutions, the term of appointment of Independent Director expires on 13th November, 2017. Nomination and Compensation Committee of the Company has recommended the re-appointment of Mr. ARVIND A. THAKKAR (DIN: 00966889) as Independent Directors for a second term of 5 (five) years with effect from 29th September, 2017, based on skills, experience, knowledge and performance evaluation. The re-appointment is subject to the approval of the shareholders at this Annual General Meeting by way of Ordinary Resolution.

Pursuant to the provisions of Section 149 and other applicable provisions of the Companies Act, 2013, an Independent Director shall hold office for a term up to 5 (five) consecutive years on the Board of a Company, and shall be eligible for re-appointment on passing of a Ordinary Resolution by the Company and disclosure of such appointment in Board’s report. In terms of Section 160 of the Companies Act, 2013, the Company has received notice in writing from members proposing the candidature of Mr. ARVIND A. THAKKAR (DIN: 00966889) to be re-appointed as Independent Directors as per the provisions of the Companies Act, 2013.

No director, key managerial personnel or their relatives, except Mr. Arvind Thakkar to whom the resolution relates, are interested or concerned in the resolution.

The Board recommends the resolution set forth in Item no. 5 for the approval of the members.

ITEM NO.6:

As per the provisions of Section 188 of the Companies Act, 2013 read with rule 15 of the Companies (Meeting of Board and its Powers) Rules, 2014, and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, (hereinafter “SEBI Listing Regulations, 2015”) except with the approval of the Shareholders by way of resolution, a company shall not enter into any transactions with any Related Party for availing or rendering of any service exceeding 10% of the consolidated turnover of the company or Rs. 100 crore, whichever is lower.

The Companies Act, 2013 aims to ensure transparency in the transactions and dealings between the related parties of the Company. The provisions of section 188(1) of the Companies Act, 2013 that govern the Related Party Transactions and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, requires that for entering into any contract or arrangement with the related party, the Company must obtain the prior approval of the Audit Committee


NIMBUS FOODS INDUSTRIES LIMITEDand the Board of Directors and, if required, prior approval of the shareholders by way of a Special Resolution must be obtained for material transactions. There is no exemption there under even if such transaction is in the ordinary course of business of the entity and on arm’s length basis. A transaction with a related party shall be considered material if the transaction / transactions in a contract to be entered into individually or taken together with previous transactions during a financial year, exceed(s) ten percent of the annual consolidated turnover of the company as per the last audited financial statements of the company.

The Board of Directors of the Company are of the opinion that the Company being in existence for more than 20 years has developed into an organisation with efficient systems, competent credit management practices and stringent operational control processes, thus, may extend and avail the required support to and from its Group Companies.

In the light of the provisions of the Companies Act, 2013, the Board of Directors of your Company has approved the proposed transactions along with annual limit that your Company may enter into with the related parties (as defined under section 2(76) of the Companies Act, 2013) the name of the related parties, name of the Director or Key Managerial Personnel who is related, if any and nature of relationship is mentioned in the resolution. The amount involved in the related party transactions entered into by the Company are within the limits prescribed and the condition specified by the Act and SEBI Listing Regulations, 2015 in addition to being in the ordinary course of business and at arms’ length, but as a good corporate governance practice, the Company desires to pass an Ordinary Resolution for the same.

Therefore, approval for the below mentioned transactions is being taken:

1. Sale, purchase or supply of any goods or materials or stock-in-trade;

2. Selling or otherwise disposing of or buying, property of any kind or any capital asset;

3. Giving on rent or leasing of property of any kind;

4. Availing or rendering of any services including job work.

The support and services extended by the Company to its Group Companies in relation to business enhancement and for building up robust practices and processes are towards the benefit of all the Companies.

The respective transactions have been carried out on arm’s length basis and all factors relevant to the respective transactions have been considered by the Board. The Company is of the opinion that the aforesaid related party transactions are in the best interest of the Company.

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

The Board accordingly recommends the resolution as set out in Item No. 6 of the Notice for the approval of the shareholders.

Regd. Office By order of Board of DirectorsPlot No. B – 13 & 14, For, Nimbus Foods Industries LimitedPhase-II, GIDC Industrial Area, Naroda, Ahmedabad – 382 330 Sanjay MangalDate : 12/08/2017 ChairmanPlace : Ahmedabad (DIN: 05355390)


NIMBUS FOODS INDUSTRIES LIMITEDDIRECTORS’ REPORT

To,THE MEMBERS ofNIMBUS FOODS INDUSTRIES LIMITED

Your Directors have the pleasure of presenting their 22nd Annual Report Report on the business and operations of the Company together with the Audited Statement of Account for the Financial Year ended on 31st March, 2017.

FINANCIAL PERFORMANCE

The financial performance of the Company for the year ended 31st March, 2017 is summarized as below:

(Rs. In Lacs)

Particulars Year Ending 31st March, 2017

Year Ending 31st March, 2016

Total Revenue from Operations (Net)(Incl. Changes in Inventories)

1236.82 1536.87

Less: Expenditure 1148.57 1433.17

Profit/(loss)before Interest, Depreciation, Tax 88.25 103.70

Less: Interest 35.33 31.91

Less: Depreciation & Amortization Cost 22.48 26.08

Profit/(loss)Before Tax 30.44 45.71

Less: Tax Expenses 11.63 15.71

Profit/(loss)after Tax 18.80 30.00

DIVIDEND:

To conserve the resources for the future requirement of the company, your directors have not recommended any dividend 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 not apply.

TRANSFER TO RESERVES

During the year under review, the Company has not transferred 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 the Companies Act, 2013 (“the Act”) read with the Companies (Acceptance of Deposit) Rules, 2014 during the period under review. Hence, the requirement for furnishing the details of deposits which are not in compliance with Chapter V of the Act is not applicable.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

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


NIMBUS FOODS INDUSTRIES LIMITEDBOARD OF DIRECTORS:

a) Composition of Board

Name of Directors Designation Category No. of Board Meeting held

during the year

No. of Board Meeting attended

during the year

Mr. Sanjay Mangal Chairman & Director Independent 4 4

Mr. Amit J. Khaksa Executive Director Promoter Executive 4 4

Mr. Arvind A. Thakkar Director Independent 4 4

Mrs. Priti Wadhwani Director Non-Independent Non-Executive

4 4

Mr. Sharad Khandelwal Director Non-Independent Non-Executive

4 4

b) Changes in the Board during the year:

During the year under review, neither additional directors nor any alternate directors were appointed.

c) Retirement by rotation:

As per the provisions of Section 152 of the Companies Act, 2013, Mr. Sharad Khandelwal (DIN: 03447732) is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offers herself for reappointment. Your Directors recommend her reappointment.

NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW

Regular meetings of the Board are held to discuss and decide on various business policies, strategies, financial matters and other businesses.

During the year under review, the Board duly met Four (4) times on 30th May 2016, 13th August, 2016, 10th November 2016 and 14th February, 2017. In respect of said meetings proper notices were given and proceedings were properly recorded and signed in the Minutes Book maintained for the purpose.

KEY MANAGERIAL PERSONNEL

During the year under review, Mr. Jay Prakash Verma resigned from the post of Chief Financial Officer of the w.e.f 14th February, 2017.

Further, the Board of Directors in their meeting held on 14th February, 2017 appointed Mr. Pushpendra Singh Chauhan, Chief Financial Officer of the Company in place of Mr. Jay Prakash Verma who had resigned from the post of Chief Financial Officer on 14th February, 2017.

DECLARATIONS BY INDEPENDENT DIRECTORS

All the Independent Directors of the Company have given their declarations stating that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and in the opinion of the Board, the Independent directors meet the said criteria.

STATEMENT ON FORMAL ANNUAL EVALUATION OF BOARD

Nomination 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 regularly in their meetings held for various purposes evaluates the performance of all the Directors, committees and the Board as a whole. The Board considers the recommendation made by Nomination and Remuneration Committee in regard to the evaluation of board members and also tries to discharge its duties more effectively. Each Board member’s contribution, their participation was evaluated and the domain knowledge they bring. They also evaluated the


NIMBUS FOODS INDUSTRIES LIMITEDmanner in which the information flows between the Board and the Management and the manner in which the board papers and other documents are prepared and furnished.

DIRECTORS’ RESPONSIBILITY STATEMENT

In terms of Section 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 the Company at the end of the financial year and of the profit or loss of the Company for the year under review.

iii. The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

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

v. The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

vi. The directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

AUDITORS

A) Ratification of Statutory Auditors:

The present Auditors of the Company M/s B. S. Rajput & Associates, Chartered Accountants, Ahmedabad were appointed as Auditors at the 19th Annual General Meeting held on 30th September 2014 to hold office till the conclusion of 23rd Annual General Meeting to be held in 2018 (subject to ratification of their appointment at every AGM).

Pursuant to the provisions of Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, the Company shall place the matter relating to such appointment for ratification by members at every annual general meeting 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 for F.Y. 2017-18.

The consent of M/s. B.S. Rajput & Associates, Chartered Accountants along with certificate under Section 139 of the Act has been obtained to the effect that their appointment, if made, shall be in accordance with the prescribed 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) Secretarial Auditors

M/s. Vishwas Sharma & Associates, Company Secretaries, Ahmedabad were appointed as Secretarial Auditor of the Company 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 as set out in the said rules and Secretarial Audit Report given by M/s. Vishwas Sharma & 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 relating to non holding 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 observation that-

The company had approached to all promoters who are not holding the shares in demat form to get there shares 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 and transferee promoter has already initiated the process to dematerialized the balance physical shares. Further, one


NIMBUS FOODS INDUSTRIES LIMITEDpromoter has lost his physical Share Certificate and he has applied for duplicate Share Certificate. The same will be dematerialized after getting the duplicate Share Certificate.

C) Cost Auditors

The Company has not appointed the Cost Auditor as pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit is not applicable to the Company.

REGISTRAR AND SHARE TRANSFER AGENT OF THE COMPANY

The Board of Directors of the company at their meeting held on 30th May 2016 approved the appointment of M/s. Bigshare Services Private Limited in place of M/s Sharepro (India) Private Limited. The Bigshare Services Private 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 AND OUTGO

A. CONSERVATION OF ENERGY:

i. the steps taken or impact on conservation of energy : Nil

ii. the steps taken by the company for utilising alternate sources of energy : None

iii. the capital investment on energy conservation equipments : Nil

B. TECHNOLOGY ABSORPTION:

i. the efforts made towards technology absorption : None

ii. the benefits derived like product improvement, cost reduction, product development or import substitution : None

iii. 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 : None

b) the year of import : N.A.

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

d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof : N.A.

e) the expenditure incurred on Research and Development : Nil

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, 2013

The Company has given loan, guarantee or security covered under the provisions of Section 186 of the Companies Act, 2013. The details of the loans, guarantees given and investments made by company are given in the financial statement of the Company. (Please refer Note No. 11 and 16 of the financial statements).

PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not provided in the Report as no remuneration is paid to any of the directors of the company nor any employee of the Company was in receipt of the remuneration exceeding the limits prescribed in the rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.


NIMBUS FOODS INDUSTRIES LIMITEDPARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

During the year under review, the Company has entered into any contracts or arrangements with related parties. The particulars of Contracts or Arrangements made with related parties required to be furnished under section 134(3) are disclosed in the prescribed form (Form AOC-2) which is attached to this Report as Annexure- “B”.

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 “C” to this Report.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial Controls with reference to Financial Statements. The Board has inter alia reviewed the adequacy and effectiveness of the Company’s internal financial controls relating to its financial 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 RESPONSIBILITY INITIATIVES

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions 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 business activity 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 composition of the Audit Committee and other relevant matters as under:

The Audit Committee comprises:

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

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

During the financial year ended on 31st March 2017, the Audit Committee met Four times on 30/05/2016, 13/08/2016, 10/11/2016 and 14/02/2017.

VIGIL MECHANISM/WHISTLER BLOWER POLICY

Pursuant to the provisions of Section 177(9) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors of the Company has established vigil mechanism/Whistle Blower 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 also provides for direct access to the Chairperson of the Audit Committee in appropriate or exceptional cases.

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

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


NIMBUS FOODS INDUSTRIES LIMITEDNOMINATION AND REMUNERATION COMMITTEE:

The composition of the Committee is as under:

NAME OF THE DIRECTORS CATEGORY OF DIRECTORSHIP DESIGNATION NUMBER OF MEETINGS

HELD ATTENDED

Mr. Sanjay G. Mangal Independent Non Executive Chairman 2 2

Mr. Arvind A. Thakkar Independent Non Executive Member 2 2

Mr. Sharad K. Khandelwal Non-Independent Non Executive Member 2 2

The Board has in accordance with the provisions of sub-section (3) of Section 178 of the Companies Act, 2013, formulated the policy setting out the criteria for determining qualifications, positive attributes, independence of a Director and policy relating to remuneration for Directors, Key Managerial Personnel and other employees. The said policy is furnished in Annexure- “D” and is attached to this report.

During the year, two meeting of the Committee were held on 13/08/2016 and 14/02/2017.

STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholder’s Relationship Committee comprises of the following members:

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 Non-Independent Executive Member

Details 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, 2017 are NIL.

There were no pending requests for share transfer/dematerialisation of shares as of 31st March 2017.

During the year, two meetings of the Committee was held on 15/04/2016 and 14/02/2017.

Compliance Officer :

Mr. Faruk H. Diwan is the Compliance Officer of the Company who is also designated as Company Secretary of the Company.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

No material changes and commitments affecting the financial position of the Company have occurred between the end 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 GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE

No significant and material order was passed by regulators or courts or tribunals impacting the going concern status 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 stipulated under Regulation 34(2)(e) of the Listing Regulations is given as an annexure to this report.


NIMBUS FOODS INDUSTRIES LIMITEDFINANCIAL CALENDAR

The Company expects to announce the unaudited/audited quarterly results for the year 2017-18 as per the following schedule:

First quarter : 2nd week of August, 2017

Half-yearly results : 2nd week of November, 2017

Third quarter : 2nd Week of February, 2018

Yearly Results : By end of May, 2018

COMPLIANCE

The Company has complied with the mandatory requirements as stipulated under the Listing Regulations.

CORPORATE GOVERNANCE

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

ACKNOWLEDGEMENT

Your Directors place on record their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Companies activities during the year under review. Your Directors also acknowledges gratefully the shareholders for their support and confidence reposed on your Company.

For and on behalf of the Board

Sanjay Mangal Place : Ahmedabad Chairman & DirectorDate : 12/08/2017 (DIN: 05355390)


NIMBUS FOODS INDUSTRIES LIMITEDMANAGEMENT DISCUSSION AND ANALYSIS

a. Industry Structure and Developments:

Your Company has terminated franchise agreement with Modern Food Enterprises Private Limited and entered into Packed Finished Goods Agreement with Kanak Foods Private Limited for manufacturing the Bread and other Bakery products under the brand name Mactos. Company’s Bakery portfolio includes biscuit, bread, cake and rusk. Bread and Biscuits are the largest of these categories and has attracted a vast array of competitors ranging from large national local companies to smaller regional players. Cake, Rusk and bread Overall Bakery, despite the general economic sluggishness, is still growing at 11-12%, with specific segments within that, growing faster – at the top end, driven by differentiation 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 emergence of a diversified palate of choices across functional and indulgent products. Additionally, with greater affluence and exposure, consumers are increasingly migrating from unbranded commodities, sold loose, to branded and packaged solutions that are hygienic and convenient. The Company, therefore expects the overall Bakery market to grow 12-15% in the coming year.

b. Business Strategy

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

The focus continues to be on profitable growth, driven through innovation and operational excellence right through the value chain. Revenue and cost management form an intrinsic part of operational excellence and will continue to be monitored closely for improvement. The role of innovation in your Company is about creating new sources of value. These include completely new or renovated products and packs that create greater consumer delight or the application of new technology that reduces cost and increases quality delivery, or a process innovation that reduces time to completion and increases efficiency. This comprehensive view of innovation 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 our actions – from product design and benefit propositions, to their delivery. Building, improving and maintaining consumer 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 confectionery. The food related products of the Company incorporate product group’s viz. Bakery and Bread which have similar risks and returns and are in one segment only.

d. Recent Trend and Future Outlook:

The domestic market for packaged, branded bakery product is expected to grow 14-15% in the near term. The challenge to profitable growth comes from the trend in commodity prices, the general economic sentiment and a macro environment that contributes to operational stability in the manufacturing units and markets. Simultaneously, the Indian market opportunity and food market growth will attract new local and international players with deep pockets and a differentiated capability in their domains of operation to enter and expand operations in India. Creating a leadership position in this environment will demand that your Company’s brands and their propositions are relevant and exciting for consumers and differentiated enough to create a higher preference and purchase. Your Company’s focus is on differentiating its products and continually renovating and innovating them to create unique and superior experiences for its consumers and customers. This, combined with effective cost management will generate profitable growth.


NIMBUS FOODS INDUSTRIES LIMITEDe. Internal Control Systems and their Adequacy:

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

f. Financial Performance with respect to operational performance:

The Financial performance of the Company for the year 2016-17 is described in the Directors’ Report under the head operations.

g. Human Resources/ Industrial Relations:

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

h. Cautionary Statement:

Statement in this Management Discussion and Analysis Report, Describing the Company’s objectives, estimates and expectations may constitute Forward Looking Statements within the meaning of applicable laws or regulations. Actual results might differ materially from those either expressed or implied.




NIMBUS FOODS INDUSTRIES LIMITEDAnnexure-“A”

Form No. MR-3SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31st March, 2017[Pursuant to section 204(1) of the Companies Act, 2013 and

Rule No. 9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014]

To,The MembersNIMBUS FOODS INDUSTRIES LIMITEDAhmedabad, Gujarat.

I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Nimbus Foods Industries Limited (CIN: L30006GJ1995PLC025631) (hereinafter called the company). Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on my verification of the Company’s books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, I hereby report that in my opinion, the Company has, during the audit period covering the financial year ended on 31st March, 2017 (‘Audit Period’) complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

I have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company 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 and Companies Act, 1956 and Rules made there under to the extent applicable;

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 of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowing. (not applicable to the company during the audit period);

V. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’) to the extent applicable to the Company:-

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, 2015;

c. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009. (not applicable to the company during the audit period);

d. The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 (not applicable to the company during the audit period);

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

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 (Delisting of Equity Shares) Regulations, 2009 (not applicable to the company during the audit period);

h. The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998 (not applicable to the company during the audit period);


NIMBUS FOODS INDUSTRIES LIMITEDVI. I have relied on the representations made by the Company and its officers for systems and mechanism formed

by the Company for compliances of other specific applicable Acts, Laws and Regulations to the Company as mentioned hereunder;

a) Income-Tax Act, 1961 and Indirect Tax Laws

I further report that having regard to the Compliance system Prevailing in the Company and on examination of the relevant documents and records pursuant to there of the Company has generally Comply with the provision of 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) Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above and subject to the following observations;

a) Non-compliance of regulations of 31(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 i.e. hundred percent of shareholding of promoter(s) and promoter group should be in Dematerialized form.

I further report that:

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

Adequate notice is given to all the directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

Board take decision by majority of directors while the dissenting directors’ views are captured and recorded as part of the minutes.


There are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.


During the audit period there were no other instances of:

(i) Public/Rights/Preferential issue of Shares/debentures/sweat equity.

(ii) Redemption/buy-back of securities.

(iii) Merger/ amalgamation/ reconstruction, etc.

(iv) Foreign technical collaborations.

For, Vishwas Sharma & AssociatesCompany Secretaries

Sd/-Vishwas Sharma

ProprietorPlace : Ahmedabad ACS: 33017Date : 12/08/2017 COP No.: 16942

Note: This report is to be read with my letter of even date which is annexed as Annexure herewith and forms and integral part of this report.


NIMBUS FOODS INDUSTRIES LIMITEDAnnexure to Secretarial Audit Report

To,The MembersNIMBUS FOODS INDUSTRIES 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 responsibility is 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 about the correctness of the contents of the secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. I believe that the processes and practices, I followed provide a reasonable basis for our opinion.

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

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

5. The compliance of the provisions of corporate and other applicable Laws, Rules, Regulations, Standards is the responsibility of management. My examination was limited to the verification of procedures on test basis.

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

For, Vishwas Sharma & AssociatesCompany Secretaries

Sd/-Vishwas Sharma

ProprietorPlace : Ahmedabad ACS: 33017Date : 12/08/2017 COP No.: 16942


NIMBUS FOODS INDUSTRIES LIMITEDAnnexure-“B”

FORM NO. AOC-2

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

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

1. Details of Contracts or arrangements or transactions not at arm’s Length basis

Sr. No.

Name(s) of the related party and nature of

relationship

Nature of Contracts/

Arrangements/Transactions

Duration ofThe Contracts/Arrangements/

Transactions

Salient terms of the contracts or

arrangements or

transactionsincluding the value, if any

Justification for

entering intosuch

contractsor

arrangementsor

transactions

Date(s) ofapproval

by theBoard

Amountpaid as

advances,if any:

Date on which the

special resolution

was passed ingeneral

meeting asrequired

under firstproviso to

section188

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

NIL

2. Details of contracts or arrangements or transactions at Arm’s length basis

Sr. No.

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

Nature of Contracts/

Arrangements/Transactions

Duration ofThe Contracts/Arrangements/

Transactions

Salient terms of the contracts or

arrangements or transactions

including the value, if any

Date(s) ofapproval

by theBoard

Amountpaid as

advances,if any:

(a) (b) (c) (d) (e) (f)

1 Shri Govindam Agro Foods Pvt. Ltd

Purchase of Goods On yearly basis with terms of renewal

Paid Rs. 89,920/- for Purchase of goods

30/05/2016 -

2 Nimbus Foods Ltd Purchase of Goods On yearly basis with terms of renewal

Paid Rs. 81,600/- for Purchase of goods

30/05/2016 10,30,000/-

3 Nimbus Beverages Pvt Ltd


- 30/05/2016 18,80,213/-

4 Sushma Snacks Pvt Ltd


- 30/05/2016 14,21,948/-




NIMBUS FOODS INDUSTRIES LIMITEDAnnexure-“C”

Form No. MGT-9EXTRACT OF ANNUAL RETURN

as on the financial year ended on 31/03/2017[Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the

Companies (Management and Administration) Rules, 2014]

I. REGISTRATION AND OTHER DETAILS

1. CIN L30006GJ1995PLC025631

2. Registration 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 & contact details PLOT NO. B-13 & 14, PHASE - II, GIDC INDUSTRIAL AREA, NARODA, AHMEDABAD – 382330079-22813445/079-22814023

6. Whether listed company YES

7. Name, Address & contact details of the Registrar & Transfer Agent, if any.

BIGSHARE SERVICES PRIVATE LIMITEDA -802, Samudra Complex, Near Klassic Gold Hotel,Off C.G Road, Navrangpura, Ahmedabad- 380009.Tel: 079-40024135E-mail: [email protected] website: www.bigshareonline.com

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY (All the business activities Contributing 10 % or more of the total turnover of the company shall be stated)

Sr. No.

Name and Description ofmain products / services

NIC Code ofthe Product/ service

% to total turnover ofthe company

1 Manufacture of Breads 10711 87.13%

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

10712 12.87%

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

S. N

NAME AND ADDRESS OF THE COMPANY

CIN/GLN HOLDING/ SUBSIDIARY / ASSOCIATE

% of Shares held

Applicable Section

NIL


NIMBUS FOODS INDUSTRIES LIMITEDIV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity) (a) Category-wise Share Holding:-

Category of Shareholders

No. of Shares held at the beginning of the year (01/04/2016)

No. of Shares held at the end of the year (31/03/2017)

% Change during

the year Demat Physical Total % of

Total Shares

Demat Physical Total % of Total

Shares

A. Promoters(1) Indian

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

b) Central Govt - - - - -

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

d) Bodies Corp. 19144255 0 19144255 26.2 19144255 0 19144255 26.2 Nil

e) Banks / FI - - - - -

f ) Any other - - - - -

Total shareholding of Promoter (A)

22026615 50000 22076615 30.22 22026615 50000 22076615 30.22 Nil

B. Public Shareholding1. Institutions - - - - -

a) Mutual Funds - - - - -

b) Banks / FI - - - - -

c) Central Govt - - - - -

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

e) Venture Capital Funds - - - - -

f ) Insurance Companies - - - - -

g) FIIs - - - - -

h) Foreign Venture Capital Funds

- - - - -

i) Others (specify) - - - - -

Sub-total (B)(1):- 0 0 0 0 0 0 0 0 02. Non-Institutions

a) Bodies Corp. 19514460 36680 19551140 26.76 19474503 36680 19511183 26.71 -0.05

i) Indian - - - -

ii) Overseas - - - -

b) Individuals - - - -

i) Individual shareholders holding nominal share capital up to Rs. 1 lakh

19992148 2530061 22522209 30.83 19934024 2527261 22461285 30.74 -0.08

ii) Individual shareholders holding nominal share capital in excess of Rs 1 lakh

8129046 541240 8670286 11.87 8282006 541240 8823246 12.08 0.21

c) Others (NBFC) 2560 0 2560 0.00 2560 0 2560 0.00 Nil

Non Resident Indians Repatriate

16190 0 16190 0.02 18490 0 18490 0.03 0.01



Category of Shareholders

No. of Shares held at the beginning of the year (01/04/2016)

No. of Shares held at the end of the year (31/03/2017)

% Change during

the year Demat Physical Total % of

Total Shares

Demat Physical Total % of Total

Shares

Non Resident Indians Non Repatriate

19731 0 19731 0.03 20531 0 20531 0.03 Nil

Clearing members 202349 0 202349 0.28 147170 0 147170 0.2 -0.08Sub-total (B)(2):- 47876484 3107981 50984465 69.78 47879284 3105181 50984465 69.78 NilTotal Public Shareholding (B)=(B)(1)+ (B)(2)

47876484 3107981 50984465 69.78 47879184 3105181 50984365 69.78 Nil

C. Shares held by Custodian for GDRs & ADRs

0 0 0 0 0 0 0 0 0

Grand Total (A+B+C) 69903099 3157981 73061080 100 69905799 3155181 73060980 100 Nil

(b) Shareholding of Promoters:-

Sr. No.

Shareholder’s Name

Shareholding at the beginning of the year (01/04/2016)

Share holding at the end of the year(31/03/2017)

% change in share holding during

the year

No. of Shares

% of total Shares of the

company

%of Shares Pledged /

encumbered to total shares

No. of Shares

% of total Shares of the

company

%of Shares Pledged /

encumbered to total shares

1 Swarnajyot Finvest Private 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 3.6 Nil 2654900 3.63 Nil 0.03

4 Nimbus Stock Invest Ltd.

2421588 3.31 Nil 2421588 3.31 Nil Nil

5 Balaji Resources And Trading Limited

1232677 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 Nil Nil Nil -0.03

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


NIMBUS FOODS INDUSTRIES LIMITED C) Change in Promoters’ Shareholding (please specify, if there is no change)

Sl. No.

For Each Of the Promoters’

Shareholding at thebeginning of the year

(01/04/2016)

Increase/ Decrease in

the Share holding

Reason Cumulative Shareholding

during the year(31/03/2017)

No. of shares

% of total shares of the

company

No. of shares


company

1. SWARNAJYOT FINVEST PRIVATE LIMITEDAt 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.At the beginning of the year

7250000 9.92


7250000 9.92

Increase / Decrease


3. VISHNU SHARMAAt the beginning of the year

2629900 3.60 2629900 3.60

Increase as on 15/04/2016

25000 Buy 25000 0.03


4 NIMBUS STOCK INVEST LTD.At the beginning of the year

2421588 3.31


2421588 3.31

Increase / Decrease


5 BALAJI RESOURCES AND TRADING LIMITED

At the beginning of the year

1232667 1.69


1232667 1.69

Increase / Decrease


6 UMA SHARMAAt the beginning of the year

87160 0.12 No Changes During the year

87160 0.12

Increase / Decrease


7 KIRAN SHARMAAt the beginning of the year

40300 0.06


40300 0.06

Increase / Decrease




Sl. No.

For Each Of the Promoters’

Shareholding at thebeginning of the year

(01/04/2016)

Increase/ Decrease in

the Share holding


during the year(31/03/2017)

No. of shares


company

No. of shares


company

8 GYARSIDEVI SHARMA


25000 0.03


25000 0.03

Increase / Decrease


9 RAMPYARIDEVI SHARMAAt the beginning of the year

25000 0.03 25000 0.03

Decrease as on 15/04/2016

25000 Sell 25000 0.03

At the end of the Year NIL NIL NIL NIL

10 NITU SHARMAAt the beginning of the year

25000 0.03


25000 0.03

Increase / Decrease


11 PUSHPA SHARMAAt the beginning of the year

25000 0.03


25000 0.03

Increase / Decrease


12 SHANTI DEVI SHARMAAt the beginning of the year

25000 0.03


25000 0.03

Increase / Decrease


13 AMIT J. KHAKSAAt the beginning of the year

25000 0.03


25000 0.03

Increase / Decrease


14 SITA RAM SHARMAAt the beginning of the year

25000 0.03


25000 0.03

Increase / Decrease



NIMBUS FOODS INDUSTRIES LIMITED D) Shareholding Pattern of top ten Shareholders: (Other than Directors, Promoters and Holders of GDRs and ADRs):

Sl. No.

For Each of the Top 10Shareholders

Shareholding at thebeginning of the

year

Increase/Decrease

in the Share

holding


during the year

No. of shares

% of total

shares of the

company

No. of shares

% of total

shares of the

company

1. PROMPT ENERGY SYSTEM PRIVATE LIMITED


6500000 8.90


6500000 8.90

Increase / Decrease


2. ORCHID DEVCON PRIVATE LIMITED


6500000 8.90


6500000 8.90

Increase / Decrease


3. VRAJ CONSULTANCY SERVICES PRIVATE LIMITED


5000000 6.84

No Changes Duringthe year

5000000 6.84

Increase / Decrease


4. RADHIKA SONI


2601807 3.56 2601807 3.56


5203614 Buy 7805421 10.68


5203614 Sell 2601807 3.56


5. RUPESH KUMAR SONI


1381450 1.89 1381450 1.89


2762900 Buy 4144350 5.67


2762900 Sell 1381450 1.89




Sl. No.

For Each of the Top 10Shareholders


year

Increase/Decrease

in the Share

holding


during the year

No. of shares

% of total

shares of the

company

No. of shares

% of total

shares of the

company

6. BRIJ MOHAN


900000 1.23 900000 1.23


1800000 Buy 2700000 3.70


1800000 Sell 900000 1.23


7. SHREEPRAKASH BAGDA


655436 0.90 655436 0.90


1310872 Buy 1966308 2.69


1310872 Sell 655436 0.90


8. DHENUKA KIRAN SHAH


713367 0.98 713367 0.98


210000 Sell 503367 0.69


9. TEJINDER SINGH


350000 0.48


350000 0.48

Increase / Decrease


10 RAJENDRA KUMAR SHAH


282408 0.39 282408 0.39


96400 Buy 427008 0.58


96400 Sell 282408 0.39



NIMBUS FOODS INDUSTRIES LIMITED E) Shareholding of Directors and Key Managerial Personnel:

SlNo.

For Each of the Directors and KMP


year

Increase/Decrease

in the Share

holding


during the year

No. of shares

% of total

shares of the

company

No. of shares

% of total

shares of the

company

1. Amit J. Khaksa


25000 0.03


25000 0.03

No Changes during the year


2. Sharad K. Khandelwal


0 0


0 0


0 0 0 0

At the end of the Year 0 0 0 0

3. Arvind A. Thakkar


0 0


0 0


0 0 0 0


4. Sanjay G. Mangal


0 0


0 0


0 0 0 0


5. Priti V. Wadhwani


0 0


0 0


0 0 0 0


6. Jay Prakash Verma*


0 0


0 0


0 0 0 0




SlNo.

For Each of the Directors and KMP


year

Increase/Decrease

in the Share

holding


during the year

No. of shares

% of total

shares of the

company

No. of shares

% of total

shares of the

company

7. Pushpendra Singh Chauhan#


0 0


0 0


0 0 0 0


8. Faruk H. Diwan


0 0


0 0


0 0 0 0

At the end of the Year 0 0 0 0 * Mr. Jay Prakash Verma ceased to be Chief Financial Officer of the Company w.e.f 14/02/2017. # Mr. Pushpendra Singh Chauhan was appointed as Chief Financial Officer of the Company w.e.f.

14/02/2017.V. INDEBTEDNESS:- Indebtedness of the Company including interest outstanding/accrued but not due for payment

Secured Loans excluding deposits

Unsecured Loans

Deposits Total Indebtedness

Indebtedness at the beginning of the financial year 2016-17

i) Principal Amount 2,53,76,671 56,31,234 - 3,10,07,905

ii) Interest due but not paid Nil Nil - Nil

iii) Interest accrued but not due Nil Nil - Nil

Total (i+ii+iii) 2,53,76,671 56,31,234 - 3,10,07,905

Change in Indebtedness during the financial year

• Addition - 10,57,368 - 10,57,368

• Reduction (4,46,668) (25,00,000) - (29,46,668)

Net Change (4,46,668) (14,42,632) - (18,89,300)

Indebtedness at the end of the financial year 2016-17

i) Principal Amount 2,49,30,003 41,88,602 - 2,91,18,605

ii) Interest due but not paid Nil Nil - Nil

iii) Interest accrued but not due Nil Nil - Nil

Total (i+ii+iii) 2,49,30,003 41,88,602 - 2,91,18,605


NIMBUS FOODS INDUSTRIES LIMITEDVI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

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

SN.

Particulars of Remuneration

Name of MD/WTD/ Manager Total Amount Amit J. Khaksa

Whole-time Director(00142084)

1 Gross salary 6,00,000 6,00,000(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961(b) Value of perquisites u/s 17(2) Income-tax Act, 1961

- Nil

(c) Profits in lieu of salary under section 17(3) Income- tax Act, 1961

- Nil

2 Stock Option - Nil3 Sweat Equity - Nil4 Commission

- as % of profit - others, specify…

--

Nil

5 Others, please specify - Nil Total (A) 6,00,000 6,00,000 Ceiling as per the Act 30,00,000

B. Remuneration to other Directors:

SN.


Name of Directors Total Amount

Mr. Arvind A.

Thakkar(DIN: 00966889)

Mr. Sharad K. Khandelwal

(DIN: 03447732)

Mr. Sanjay G. Mangal

(DIN: 05355390)

Smt. Priti V. Wadhwani

(DIN: 03230600)

1 Independent Directors √ √ -

Fee for attending board committee meetings

- - - - -

Commission - - - - -

Others, please specify - - - - -

Total (1) - - - - -

2

Other Executive/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

Rs.100000 per

Meeting


NIMBUS FOODS INDUSTRIES LIMITED C. Remuneration to Key Managerial Personnel other than MD/Manager/WTD:

Sr. No.


Key Managerial Personnel Total

CSFaruk Diwan

CFO (till 14/02/2017)Jay Prakash

Verma

CFO (w.e.f. 14/02/2017)Pushpendra

Singh Chauhan

1 Gross salary

(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961

2,16,481 1,12,500 20,409 3,49,390

(b) Value of perquisites u/s 17(2) Income-tax Act, 1961

- - -

(c) Profits in lieu of salary under section 17(3) Income-tax Act, 1961

- - -

2 Stock Option - - -

3 Sweat Equity - - -

4 Commission - - -

- as % of profit

others, specify…

5 Others, please specify - - -

Total 2,16,481 1,12,500 20,409 3,49,390

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES: NONE

Type Section of the Companies

Act

Brief Description

Details of Penalty/ Punishment/

Compounding fees imposed

Authority [RD/NCLT /

COURT]

Appeal made, if

any (give details)

A.COMPANY

Penalty

N.A.Punishment

Compounding

B.DIRECTORS

Penalty

N.A.Punishment

Compounding

C.OTHER OFFICERS IN DEFAULT

Penalty

N.A.Punishment

Compounding


NIMBUS FOODS INDUSTRIES LIMITEDAnnexure-“D”

NOMINATION AND REMUNERATION POLICY

INTRODUCTION

In pursuance to the Company’s policy to consider human resources as its invaluable assets, to pay equitable remuneration to all Directors, key managerial personnel and employees of the Company, to harmonies the aspirations of 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 Remuneration of directors, Key Managerial Personnel (KMP) and Senior Management has been formulated by the Nomination and Remuneration Committee (NRC”) and approved by the Board of Directors of the Company.

CONSTITUTION OF COMMITTEE

The Board of Directors of Nimbus Foods Industries Limited (“the Company”) constituted the “Nomination and Remuneration Committee” consisting of three (3) Non-Executive Directors of which majority are Independent Directors in accordance with the provisions of Section 178 of the Companies Act, 2013.

OBJECTIVE

The Nomination and Remuneration Committee of Directors was constituted pursuant to the provisions of Section 178 of the Companies Act, 2013. The composition of the Committee is in conformity with the provisions of the said section.

The key objectives of the Committee would be:

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

b) Formulate the criteria for determining qualifications, positive attributes, independence of a Director and policy relating 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 for further evaluation of the Board.

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

e) To provide to Key Managerial Personnel and Senior Management reward linked directly to their effort, performance, dedication and achievement relating to the Company’s operations.

f ) To retain, motivate and promote talent and to ensure long term sustainability of talented managerial persons and create competitive 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 thereunder, as amended from time to time.

“Board” means Board of Directors of the Company.

“Directors” mean Directors of the Company.

“Key Managerial Personnel” means

a) Chief Executive Officer or the Managing Director or the Manager;

b) Whole-time director;

c) Chief Financial Officer;

d) Company Secretary; and

e) such other officer as may be prescribed.

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


NIMBUS FOODS INDUSTRIES LIMITEDPolicy for appointment and removal of Director, KMP and Senior Management

A. Appointment criteria and qualifications

I. The Committee shall identify and ascertain the integrity, qualification, expertise and experience of the person for appointment as Director, KMP or at Senior Management level and recommend to the Board his / her appointment.

II. A person should possess adequate qualification, expertise and experience for the position he / she is considered for appointment. The Committee has discretion to decide whether qualification, expertise and experience possessed by a person is sufficient / satisfactory for the concerned position.

III. The Company shall not appoint or continue the employment of any person as Whole-time Director who has attained the age of seventy years. Provided that the term of the person holding this position may be extended beyond the age of seventy years with the approval of shareholders by passing a special resolution based on the explanatory statement annexed to the notice for such motion indicating the justification for extension of appointment beyond seventy years.

B. Term / Tenure

Managing Director/Whole-time Director:

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

Independent Director:

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

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

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

C. Evaluation

The Committee shall carry out evaluation of performance of every Director, KMP and Senior Management Personnel at regular interval (yearly).

D. Removal

Due to reasons for any disqualification mentioned in the Act or under any other applicable Act, rules and regulations thereunder, the Committee may recommend, to the Board with reasons recorded in writing, removal of a Director, KMP or Senior Management Personnel subject to the provisions and compliance of the said Act, rules and regulations.

E. Retirement

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


NIMBUS FOODS INDUSTRIES LIMITEDPolicy relating to the Remuneration for the Whole-time Director, KMP and Senior Management Personnel

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

While determining the remuneration of Executive Directors and Key Managerial Personnel, the Committee shall consider 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 the permissible limits as are mentioned within the provisions of the Companies Act, 2013. They shall not be eligible for any sitting fees for attending any meetings.

The Non-Executive Directors shall not be eligible to receive any remuneration/ salary from the Company. However, the Non-Executive Directors shall be paid sitting fees for attending the meeting of the Board or committees thereof and commission, as may be decided by the Board/ Shareholders from time to time, presently the Company is not paying any sitting fee. They shall also be eligible for reimbursement of out of pocket expenses for attending Board/ Committee 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 Management and reviewing its effectiveness;

b) Ensuring that on appointment to the Board, Non-Executive Directors receive a formal letter of appointment in accordance 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’s performance from business and compliance perspective;

e) Making recommendations to the Board concerning any matters relating to the continuation in office of any Director at any time including the suspension or termination of service of an Executive Director as an employee of 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 relation to remuneration matters include:

• To consider and determine the Remuneration Policy, based on the performance and also bearing in mind that the remuneration is reasonable and sufficient to attract retain and motivate members of the Board and such other factors as the Committee shall deem appropriate all elements of the remuneration of the members of the 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 and better 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 the Compliance Officer where there is any statutory change necessitating the change in the policy.


NIMBUS FOODS INDUSTRIES LIMITEDINDEPENDENT AUDITOR’S REPORT

To the Members ofNIMBUS FOODS INDUSTRIES LIMITEDReport on the Financial Statements

We have audited the accompanying financial statements of Nimbus Foods Industries Limited (“the Company”), which comprises the Balance Sheet as at 31st March, 2017, the Statement of Profit and Loss and Cash Flow statement for the year then ended, and a summary of the significant accounting policies and other explanatory information.

Management’s Responsibility 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 the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules,2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial Statements that give a true and fair view and are free from materials misstatement, whether due to fraud or error.

Auditors’ Responsibility

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

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers the internal control relevant to the Company’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the management, as well as evaluating the overall presentation of the financial statements.

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India of the state of affairs of the Company as at 31st March 2017, 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 in terms of Section 143 (11) of the Act, we give in the Annexure - A statement on the matters Specified in paragraphs 3 and 4 of the Order.

2. As required by Section 143(3) of the Act, subject to our comment in below paragraph 3, we report that:

(a) we have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit;


NIMBUS FOODS INDUSTRIES LIMITED (b) in our opinion, proper books of account as required by law have been kept by the Company so far as it

appears from our examination of those books;

(c) the Balance Sheet and Statement of Profit and Loss dealt with by this Report are in agreement with the books of account;

(d) in our opinion, the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

(e) on the basis of the written representations received from the directors as on 31st March, 2017 taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March, 2017 from being appointed as a director in terms of section 164(2) of the Act.

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

(g) In our opinion there are no observations or comments on the financial transactions, which may have an adverse effect on the functioning of the Company.

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

(i) as informed to us, the Company does not have any pending litigations which would impact its financial position;

(ii) the Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses;

(iii) there were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company;

(iv) the Company has provided requisite disclosures in its standalone Ind AS financial statements as to holdings as well as dealings in Specified Bank Notes during the period from 8th November, 2016 to 30th December, 2016 and these are in accordance with the books of accounts maintained by the Company.

For, B. S. Rajput & AssociatesChartered Accountants

(FRN No.:119760W)

Bhupendra Singh RajputDate : 30/05/2017 PartnerPlace : Ahmedabad Membership No.: 106729


NIMBUS FOODS INDUSTRIES LIMITEDANNEXURE “A” TO THE AUDITOR’S REPORT

TO THE MEMBERS OFNimbus Foods Industries Limited(Referred to in paragraph 5(i) of our report of even date)

(i) In respect of Fixed Assets :

a) The Company has maintained proper records showing full particulars including quantitative details and situation 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 a regular programme of verification which, in our opinion, is reasonable having regard to the size of the company and the nature of its assets. No material discrepancies were noticed on such verification.

(ii) In respect of Inventories :

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

b) The procedures of physical verification of inventories followed by the management are reasonable and adequate 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 between the physical stock and the book records were not material.

(iii) 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 under section 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 Companies Act., 2013.

(iv) In respect of loans, investments, guarantees and security the provisions of section 185 and 186 of the Companies Act, 2013 have been complied with.

(v) In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits in contravention of directives issued by Reserve Bank of India and the provisions of section 73 to 76 or any other relevant provisions of the Act and the rules framed there under, where applicable . No order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or 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

(vii) In respect of Statutory Dues :

a) According to the records of the company the company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education protection fund, employees’ state insurance, income tax, sales tax, wealth tax, service tax, custom duty, excise duty, cess and other material statutory dues applicable to 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.

(viii) Based on our audit procedures and according to the information and explanations given to us, we are of the opinion, the company has not defaulted in repayment of dues to a financial institution, bank, Government or dues to debenture holders.


NIMBUS FOODS INDUSTRIES LIMITED(ix) The company has not raised moneys by way of initial public offer or further public offer (including debt

instrument) and term loans.

(x) Based upon the audit procedures performed and according to the information and explanations given to us, no fraud by the company or any fraud on the company by its officers or employees has been noticed or reported 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 mandated by the provisions of section 197 read with Schedule V to the Companies Act.

(xii) The company is not a Nidhi Company hence this clause is not applicable.

(xiii) Based upon the audit procedures performed and according to the information and explanations given to us, All transactions with related parties are in compliance with sections 177 and 188 of Companies Act, 2013 where applicable and the details have been disclosed in the Financial statements etc. as required by the applicable accounting standards.

(xiv) The company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review.

(xv) The company has not entered into any non-cash transactions 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 No.:119760W)


ANNEXURE “B” TO THE AUDITOR’S REPORT

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 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, 2017 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

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

Auditors’ Responsibility

Our responsibility is to express an opinion on the Company’s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the “Guidance Note”) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial


NIMBUS FOODS INDUSTRIES LIMITEDcontrols, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgment, including the 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 audit opinion on the Company’s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A company’s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to 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 may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2017, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India.


(FRN No.:119760W)



NIMBUS FOODS INDUSTRIES LIMITEDBALANCE SHEET AS AT 31ST MARCH, 2017

PARTICULARS Note As at As at No. 31.03.2017 31.03.2016 Rs. Rs. Rs. Rs.I. EQUITY AND LIABILITIES 1. Shareholders’ funds (a) Share Capital 2 7,30,61,080 7,30,61,080 (b) Reserves and Surplus 3 8,16,90,522 7,98,10,231 (c) Money received against share warrants - 15,47,51,602 - 15,28,71,311 2. Share application money pending - - - - allotment (To the extent not refundable) 3. Non- current liabilities (a) Long-term borrowings 4 46,37,180 50,62,402 (b) Deferred Tax liabilities (Net) 5 - - (c) Other Long term liabilities - - (d) Long-term Provisions - 46,37,180 - 50,62,402 4. Current Liabilities (a) Short term borrowings 6 2,44,81,424 2,59,45,503 (b) Trade payables 7 4,42,58,007 4,02,77,383 (c) Other current liabilities 6,910 - (d) Short term provisions 8 15,73,381 20,28,920 7,03,19,722 6,82,51,805 TOTAL 22,97,08,504 22,61,85,518 II ASSETS 1. Non-current assets (a) Fixed assets 9 (i) Tangible assets 2,12,95,109 1,95,60,382 (ii) Intangible assets - - (iii) Capital work-in-progress - 8,20,583 (iv) Intangible assets under - - development (b) Non-current investments 10 6,09,79,000 6,09,79,000 (c) Deferred tax assets (net) 5 4,43,682 3,74,739 (d) Long-term loans and advances 11 7,87,45,124 8,30,23,796 (e) Other non-current assets 12 66,555 1,26,367 16,15,29,470 16,48,84,867 2. Current assets (a) Current investments - - (b) Inventories 13 95,83,654 70,18,688 (c) Trade receivables 14 2,83,12,150 2,59,57,448 (d) Cash and Bank Balances 15 17,52,071 60,50,406 (e) Short-term loans and advances 16 2,85,02,859 2,22,45,808 (f ) Other current assets 17 28,300 28,300 6,81,79,034 6,13,00,650 TOTAL 22,97,08,504 22,61,85,518 Significant accounting policies and notes to accounts 1In terms of our report of even dateFor B.S. Rajput & AssociatesChartered Accountants(FRN : 119760W)(Bhupendra Singh Rajput) M.No.: 106729PartnerPlace : Ahmedabad Dated : 30/05/2017

On behalf of the Board of DirectorsNimbus Foods Industries LimitedAmit KhaksaExecutive Director (DIN : 00142084)Sharad KhandelwalDirector (DIN : 03447732)

Pushpendra Singh Chauhan Chief Financial Officer

Faruk DiwanCompany Secretary



In terms of our report of even dateFor B.S. Rajput & AssociatesChartered Accountants(FRN : 119760W)(Bhupendra Singh Rajput) M.No.: 106729PartnerPlace : Ahmedabad Dated : 30/05/2017




STATEMENT OF PROFIT AND LOSS FOR THE PERIOD ENDED 31st March, 2017PARTICULARS Note Upto Upto No. 31.03.2017 31.03.2016 Rs. Rs. Rs. Rs.I Revenue from operations: Sale of Products 18 12,30,59,130 15,05,23,069 Sale of Services - Other Operating Revenues - 12,30,59,130 - 15,05,23,069 Less: Excise Duty - - - Increase in Inventory 19 (13,10,095) 14,35,317 II Other Income 20 19,33,317 6,23,222 17,28,443 31,63,760 III Total Revenue (I + II) 12,36,82,353 15,36,86,829 IV Expenses Cost of Materials Consumed 21 7,06,77,037 9,34,92,743 Purchases of Stock in Trade - Changes in inventories of finished goods, - - work in progress and Stock-in- trade Employee benefits expense 22 1,60,03,626 1,60,16,968 Finance Costs 23 35,33,482 31,90,893 Depreciation and amortization expense 9 22,48,418 26,07,893 Other expense 24 2,81,76,272 3,38,07,286 Total Expense 12,06,38,835 14,91,15,784 V Profit before exceptional and 30,43,517 45,71,045 extraordinary items and tax (III-IV)VI Exceptional Items - - VII. Profit before extraordinary items and tax (V-VI) 30,43,517 45,71,045VIII Extraordinary items - - IX Profit before tax (VII-VIII) 30,43,517 45,71,045X Tax expense: (1) Current tax 10,00,000 16,00,000 (2) Deferred tax (68,942) (1,90,047) (3) Short/ Excess Provision of Tax 2,32,168 1,60,968 11,63,226 15,70,921 XI Profit/(Loss) for the period from 18,80,292 30,00,124 continuing operations (IX - X) XII Profit/(Loss) for the period from - - discontinuing operationsXIII Tax expense of discontinuing operations - - XIV Profit/(Loss) from discontinuing operations - - (after tax) (XII-XIII) XV Profit/(Loss) for the period (XI + XIV) 18,80,292 30,00,124 XVI Earnings per equity share: (1) Basic 0.03 0.04 (2) Diluted - - See accompanying notes to the financial statements 1


NIMBUS FOODS INDUSTRIES LIMITEDCASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2017

PARTICULARS As at As at 31.03.2017 31.03.2016 Rs. Rs. Rs. Rs.

A. Cash Flow from Operating Activities Net Profit before tax and Extraordinary Items 30,43,517 45,71,044 Adjusted for Depreciation and amortization expense 23,08,230 26,67,705 Loss/(Profit) on sale of assets - (1,45,676) 23,08,230 25,22,029 Operating Profit before Working Capital Changes 53,51,747 70,93,073 Adjusted for Inventories (25,64,965) 16,99,656 Sundry Debtors (23,54,701) (27,14,684) Loans & Advances (19,78,379) 6,01,64,191 Current Liabilities & Provisions 20,67,916 (48,30,129) (24,24,009) 5,67,25,155 Cash generated from Operating Activities 5,21,618 6,38,18,228 Lees : Direct Tax Provisions (10,00,000) (16,00,000) Short/Excess provision of tax (2,32,168) (1,60,968) Net Cash flow Operating Activities (7,10,550) 6,20,57,260 B. Cash Flow from Investing Activities Purchase of Fixed Assets (31,62,564) (63,05,448) Sales of Fixed Assets - 6,10,000 Decrease in Profit & Loss A/c ( Dr Balance ) - - Increase in Investments - (5,59,79,000) Net Cash used in Investing Activities (31,62,564) (6,16,74,448) C. Cash Flow from Financing Activities Issue of Shares at Premium - - Share application money received - - Increase in Secured Loan (4,43,221) 24,02,866 Increase in Forfeited Reserves - - Increase/(Decrease) in Unsecured Loan 18,000 (1,37,98,374) Net Cash used in Financing Activities (4,25,221) (1,13,95,508) Net increase in Cash and Cash Equivalents ( A + B + C ) (42,98,335) (1,10,12,695) Opening Balance of Cash and Cash Equivalents 60,50,406 1,70,63,101 Closing Balance of Cash and Cash Equivalents 17,52,071 60,50,406 Note : Figures in brakets indicate negative figures. The previous year’s figures have been regrouped and reclassified wherever necessary.






NIMBUS FOODS INDUSTRIES LIMITEDNote: 1

Significant Accounting Policies And Notes Forming Parts of The Accounts:

1. Significant Accounting Policies of Accounting Standard

Basis of Preparation of Financial Statement

These financial statements have been prepared in accordance with the generally accepted accounting principles in India under the historical cost convention on an accrual basis. Pursuant to Section 133 of the Companies Act, 2013 read with Rule 7 of the Companies(Accounts) Rules, 2014, till the Standards of Accounting or any addendum thereto are prescribed by Central Government in consultation and recommendation of the National Financial Reporting Authority, the existing Accounting Standards notified under the Companies Act, 1956 shall continue to apply. Consequently, these financial statements have been prepared to comply in all material aspects with the accounting 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 operating cycle and other criteria set out in the Schedule-III to the Companies Act, 2013.

Based on the nature of products and the time between, acquisition of assets for processing and their realization in cash and cash equivalents, the Company has ascertained its operating cycle as 12 months for the purpose of current and non-current classification of assets and liabilities.

Fixed Assets:

Tangible Assets are stated at cost of acquisition or construction (net of Cenvat Credit/Value Added Tax) except in case of certain assets which have been revalued, at its revalued amount, less accumulated depreciation and amortization. All costs relating to the acquisition and installation of assets are capitalized and include borrowing costs directly attributable to their construction or acquisition, up to the date the respective asset is put to use.

Depreciation:

1. For assets existing on 1st April, 2016 the carrying amount will be amortized over the remaining useful lives on straight line method as prescribed in the Schedule-II of the Companies Act, 2013.

2. For the assets added after the 1st April, 2016 the depreciation has provided on Written Down Value at the useful lives prescribed in Schedule-II 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 title of goods including related cost. Inventories are valued at cost including all related expenses or net realizable value whichever is lower on FIFO Basis Stock of Educational materials has been valued at cost.

Miscellaneous Expenditure :

Preliminary & Preoperative Expenditure is written 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 practice of capitalizing interest on borrowing for capital expenditure up to the date the 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 computed in 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 accounting income and the taxable income for the year ended and quantified using the tax rates and laws enacted or substantially enacted as on the balance sheet date.


NIMBUS FOODS INDUSTRIES LIMITEDNOTES FORMING PART OF BALANCE SHEET AS AT 31ST MARCH 2017

As At As At 31.03.2017 31.03.2016 (Rs.) (Rs.)

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

92,000,000 92,000,000

ISSUED SUBSCRIBED & PAID UP : 73061080 Equity Shares of Re. 1/- Each fully paidup P.Y. ( 73061080 Equity Shares of Rs. 1/- each ) 73,061,080 73,061,080

73,061,080 73,061,080

Reconciliation of Shares: Nos Amt(Rs) Nos Amt(Rs)Opening Share Capital 73,061,080 73,061,080 73,061,080 73,061,080 Add: Shares issuued During the year - - - -Add: Rights/Bonus Shares Issued - - - -

Total 73,061,080 73,061,080 73,061,080 73,061,080

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

NOTE : 3 RESERVE & SURPLUSGeneral ReserveOpening BalanceAdd : Transfer from Profit and Loss AccountLess : AppropriationsClosing Balance 2,232,172 2,232,172 Profit and Loss AccountOpening Balance 20,736,184 17,826,706 Less : Adjustment of WDV as per Co Act’13 - 90,647 Add : Profit During The Year 1,880,292 3,000,124 Less : Proposed Dividend (Incl .Tax) (Disclose Amt of Dividend Per Share)Transfer to ReservesBonus Shares Closing Balance 22,616,475 20,736,184 Share Premium 54,772,500 54,772,500 Forfeited Reserve 2,069,375 2,069,375 81,690,522 79,810,231


NIMBUS FOODS INDUSTRIES LIMITED As At As At 31.03.2017 31.03.2016 (Rs.) (Rs.)

NOTE : 4 NON- CURRENT LIABILITIES

(A) Long term Borrowings

Kotak Mahindra Bank 1,721,232 1,913,498

Tata Capital Financial Services Ltd. 238,413 489,368

Term Loans (Hypo against Stock & Debtors) - -

Deffered Payment of Liabilities - -

Loans & Advance from Related Parties 18,000 -

Loans and Advances from Others 2,659,536 2,659,536

Others - -

4,637,180 5,062,402

NOTE : 5

(B) Deferred Tax liabilities (Net)

Deferred Tax Liabilities - -

Deferred Tax Assets 443,682 374,739

Deferred Tax Liabilities (Net) - -

443,682 374,739

NOTE : 6 CURRENT LIABILITIES

(A) Short term Borrowings

Secured 22,970,358 22,973,805

Unsecured 4,630 3,560

Due to Reconcilitation-SBI - -

Deposits from Dealer 411,236 372,938

Other Loans and Advances 1,095,200 2,595,200

24,481,424 25,945,503

NOTE : 6

(B) Trade Payables

For Goods/Services 33,576,956 31,812,116

For Capital Goods and Capital Expenses - -

For Expenses 10,111,016 7,934,106

Others :

For Statutory Dues 446,406 409,297

For Advances From Customers 123,629 121,865

44,258,007 40,277,383



NOTE : 8

(D) Short term provision

Provision for Employee Benefits 573,381 428,920

Other Provisions - -

Provision for Taxation 1,000,000 1,600,000

1,573,381 2,028,920

NOTE : 9 FIXED ASSETS AS AT 31ST MARCH, 2017

PARTICULARS RATEOF

DEP.%

GROSS BLOCK DEPRECIATION BLOCK NET BLOCK

OPENING BALANCE

ADDITION DEDUCTION TOTAL OPENING BALANCE

ADDITION REVERSAL DUE TO

CAPITAL SUBSIDY

DEP FUND

CREATED

DED. TOTAL CURRENT YEAR

PREVIOUS YEAR

GIDC Plot 0.00% 5,664,195 - - 5,664,195 - - - - - 5,664,195 5,664,195

Building 9.50% 5,589,456 123,050 - 5,712,506 3,009,742 250,006 - - 3,259,748 2,452,758 2,579,714

Plant & machinery

18.10% 18,265,268 528,059 - 18,793,327 11,719,218 1,210,866 - - 12,930,085 5,863,242 6,546,049

Computer & Pinters

63.16% 648,782 11,200 - 659,982 565,788 53,148 - - - 618,936 41,047 82,994

Cycle 25.89% 3,100 - - 3,100 2,628 122 - - 2,750 350 472

Furniture & Fixitures

25.89% 101,599 3,044,950 - 3,146,549 63,434 141,419 - - 204,853 2,941,696 38,165

Wokshop Equipment

25.89% 534,834 52,448 - 587,282 327,499 56,094 - - 383,593 203,689 207,335

Office Equipment

45.07% 509,699 223,440 - 733,139 486,846 76,157 - - - 563,003 170,136 22,853

Electric Installation

25.89% - - - - - - - - - - -

Motor Car 31.23% 778,061 - - 778,061 742,242 11,156 - - 753,398 24,663 35,819

A.C. 25.89% - - - - - - - - - - -

Scooter 25.89% 54,332 - - 54,332 43,250 2,869 - - 46,119 8,213 11,082

GIDC Flat 9.50% 195,415 - - 195,415 93,883 9,646 - - 103,529 91,886 101,532

Flat Orchid 9.50% 4,343,936 - 4,343,936 271,347 385,836 657,183 3,686,753 4,072,589

Vehicle 25.89% 1,241,447 - - 1,241,447 1,044,419 51,000 - - 1,095,420 146,028 197,028

Mobile 18.10% 1,550 1,550 996 100 1,096 454 554

TOTAL 37,931,674 3,983,147 - 41,914,821 18,371,295 2,248,418 - - - 206,19,712 21,295,109 19,560,382

PREVIOUS YEAR

33,899,851 5,484,864 1,453,041 37,931,674 16,661,472 2,607,893 5,484,864 90,647 988,717 18,371,295 19,560,379 17,238,379

Construction WIP

820,583 2,169,886 2,990,469 - - - - - - - 820,583



NOTE : 10 : Current Assets

(A) Non Current Investments 5,000,000 5,000,000

Long Term Investment - Associate Concern

In Equity Shares-Unquoted , fully paid up

500000 Govindam Agro Foods Pvt. Ltd. (500000 Equity Shares of Rs. 10/- each Fully paid-up)

NBPL Share Investment 55,979,000 55,979,000 (5597900 Equity Shares of Rs. 10/ - each Fully paid-up)

60,979,000 60,979,000

NOTE : 11(D) Long term Loans & Advances Usecured Considered Good: Capital Advances - - Security Deposits 2,064,551 2,561,485 Loans and Advances to Related Parties 30,172,321 27,805,672 Other Loans and Advances (Specify Nature) 46,508,252 52,656,639 78,745,124 83,023,796

NOTE : 12(E) Other Non Current Assets Preliminary & Pre-Operative Exp. 66,555 126,367 66,555 126,367

NOTE : 13

(B) Inventories

Raw Material 5,981,473 3,163,185

Packing Material 3,218,602 2,161,829

Work In Process - -

Stock-in-Trade 383,580 1,693,675

Stores and Spares - -

9,583,654 7,018,688



NOTE : 14

(C) Trade Receivables

Over Six Months

Good 18,116,668 18,132,661

Doubtful - -

Below Six Months

Good 10,195,482 7,824,787

Doubtful - -

Less: Provision for Doubtful Debts - -

28,312,150 25,957,448

NOTE : 15

(D) Cash & Bank Balances

- Cash and Cash Equivalents

Cash on Hand 1,453,523 5,880,245

Balance with Banks -

- In Current Accounts 298,548 170,161

1,752,071 6,050,406

NOTE : 16(E) Short term Loans & Advances Loans and Advance to Directors - - Others 2,062,472 1,800,000 Advance for Capital Expenses - - Advances to Suppliers 675,818 597,366 Prepaid Expenses - - Advances Staff and Others 25,607,940 19,674,148 Balance with Statutory Authorities 156,629 174,293 28,502,859 22,245,808

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


NIMBUS FOODS INDUSTRIES LIMITEDNOTE FORMING PART OF STATEMENT OF PROFIT & LOSS

Year Ended Year Ended 31.03.2017 31.03.2016 (Rs.) (Rs.)

NOTE : 18 SALES Sales 123,059,130 150,523,069

123,059,130 150,523,069

NOTE : 19 INCREASE / (DECREASE ) IN STOCKClosing Stock 383,580 1,693,675 Less : Opening Stock 1,693,675 258,358 Increase / (Decrease ) in Stock (1,310,095) 1,435,317

NOTE : 20 OTHER INCOMERound off 61 272 Interest received 1,407,157 1,411,924 Profit on sale of assets - 145,676 Kasar vatav 215,841 - Rate Difference 14,955 35,226 Rent 190,700 93,166 Commission Income - - Missc 104,604 42,180 1,933,317 1,728,443

NOTE : 21 COST OF MATERIAL CONSUMEDOpening Stock 5,325,014 8,459,986 Add : Raw material purchase 74,552,098 90,357,771 Less : Closing Stock 9,200,074 5,325,014 70,677,037 93,492,743

NOTE : 22 EMPLOYEE BENEFIT COSTS Salaries, Wages, Bonus etc. 15,676,296 15,204,133 Contribution to P.F, E.S.I and Other Statutory Funds 43,924 36,276 Workmen and Staff Welfare Expenses 283,406 776,559 16,003,626 16,016,968

NOTE : 23 FINANCE COSTS Interest Expense Interest on CC 3,180,398 2,866,737 Interest Others 353,084 324,156 Other Borrowing CostsInterest on Income Tax - - 3,533,482 3,190,893


NIMBUS FOODS INDUSTRIES LIMITED Year Ended Year Ended 31.03.2017 31.03.2016 (Rs.) (Rs.)

NOTE : 24 OTHER EXPENSESAdvertisement Exp. 173,755 65,535 Audit Fee 110,000 80,000 Bad Debts - - Bank Charges 118,211 182,134 Brokerage Charge 106,487 48,735 Business Promotion Exp 385,814 46,199 Cleaning Exp 170,251 239,636 Computer Exp 5,930 5,900 Consultancy Charges 33,113 122,229 Conveyance Exp. 78,039 359,353 Director Remuneration 600,000 420,000 Donation Exp - - Electricity & Fuel Expenses 2,214,961 2,497,897 Entertainment Exp 62,189 98,363 Factory Exp. 302,264 1,359,741 Freight & Octroi Exp. 11,652,879 11,734,580 Insurance Charges 83,580 44,401 Job Work Charges-Out Side Factroy 1,295,483 2,057,500 Laboratery Exp - 28,669 Late Payment Charges 40,340 62,524 Legal Charges 126,549 204,680 Licence Fees - 21,000 Loading & Unloading Exp. 160,650 325,763 Loan Process Charges 417,642 - Loss on Sale of Asset - - Loss on Flat booking (Orchid) - 1,300,232 Membership Fees 463,816 350,998 Misc. Exp. 113,734 196,425 Misc. Repair Exp 406,817 333,764 Office Exp 125,848 207,931 Packing Exp 518,796 487,171 Penalty Exp. 13,865 Postage & Courier 32,439 68,203 Production Exp - 17,350 Prelimnary Exp w/off 59,812 59,812 Professional Charges 309,000 125,024 Registeration Fees 349,547 10,019 Software Installation Exp 27,800 75,000 Rates & Taxes 41,868 130,111 Rent Exp 1,112,000 1,038,206 Repair to Building/ Plant 485,701 771,183 Royalty Exp. 1,454,175 1,823,339 Security Expences 469,258 469,839 Stationery & Printing Exp. 350,763 171,591 Fuel Exp 352,045 554,334 Telephone Expenses 314,229 371,785 Travelling Exp. 475,372 565,021 Transportation Exp 1,322,273 4,449,228 Water Charges 205,670 220,552 Weight Charges 10,255 5,330 Kasar vatav Exp 234,062 - Production Exp 714,711 - Gas Cylinder Exp 74,280 - 28,176,272 33,807,286


NIMBUS FOODS INDUSTRIES LIMITEDNotes on Accounts

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

2. Director’s Remuneration Rs. 6,00,000 ( P.Y. Rs. 4,20,000)

3. Auditor’s Remuneration : (In Rs.)

Particulars Current year Previous year

Audit Fees 80,000 80,000

Out of pocket Exp. NIL NIL

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

5. The Company has given Corporate Guarantees to banks against Loans sanctioned by banks to the group companies.

6. The Company had been advised that the computation of net profit u/s 198 of the Companies Act., 2013 had not 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 of retirement 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 )

2016-17 2015-16

9. C.I.F. value of imports( excluding purchase of items Imported by other agencies) Nil Nil

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 not applicable to the Company.

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

Name of Related party Relationship

a) Shri Amit Khaksa -Whole time Director b) Shri Sharad Khandelwal -Director b) Shri Sanjay Mangal -Director c) Shri Arvind Thakkar -Director d) Smt. Priti Wadhwani - Director e) Sitaram G. Sharma -Director’s Relative f ) Balaji Resources & Trading Co. Ltd. -Associate Concern g) Nimbus Foods Ltd. -Associate Concern h) Chinar Capital Market Pvt. Ltd. -Associate Concern i) Shri Govindam Agro Foods Pvt. Ltd -Associate Concern j) Nimbus Auto Fast O Forge Pvt. Ltd -Associate Concern k) Nimbus Beverages Pvt. Ltd. -Associate Concern l) Nimbus Infrabuilt Pvt. Ltd. -Associate Concern m) Ishan Clothes Pvt. Ltd. –Associate Concern n) Sushma Snacks Pvt Ltd - Associate Concern o) Passion Eng. Solutions Pvt Ltd - Associate Concern p) Nimbus Pharmaceuticals Pvt Ltd - Associate Concern


NIMBUS FOODS INDUSTRIES LIMITED List of transaction:

S.N. Name of Party Particulars of Transaction Amount (Rs.)

1. Amit Khaksa Salary 6,00,000/-

2. Chinar Capital Market Pvt Ltd Unsecured loan received 18,000/-

3. Shri Govindam Agro Foods Pvt. Ltd Purchase 89,920/-

4. Shri Govindam Agro Foods Pvt. Ltd Advance received back against advances given 4,03,274/-

5. Nimbus Foods Ltd Advance given 10,30,000/-

6. Nimbus Foods Ltd Money received against advance given 1,40,000/-

7. Nimbus Foods Ltd Purchase 81,600/-

8. Nimbus Foods Ltd Money received 3,07,500/-

9. Nimbus Beverages Pvt Ltd Advances given 18,80,213/-

10 Nimbus Beverages Pvt Ltd Advance received back against advances given 60,704/-

10. Sushma Snacks Pvt Ltd Advance given 14,21,948

11. Sushma Snacks Pvt Ltd Money received against advance given 38,99,909

15. Quantitative detail information as required under para 3, 4C and 4D of part II of schedule VI of the Companies Act, 1956 to the extend applicable is as under:

Quantitative Information:

Units Current Year Previous Year

Kgs Kgs.

Capacity :

Bread :

Licensed N.A. N.A.

Installed N.A. N.A.

Utilised N.A. N.A.

Raw Material Consumption: (Major Items)

Units Current Year Previous Year

Kgs Kgs.

Maida consumed 2265040.170 3318559.730

Material Consumed :

Imported (in Rs.) NIL NIL

Indigenous (in Rs.) 48134280 59400162

100% 100%

Production :

Bread & Bakery (Kg.) 2971513.170 3972105.640


NIMBUS FOODS INDUSTRIES LIMITED16. Accounting for Taxes on Income (AS-22)

Deferred Tax Assets/ Liability are provided in accordance with Accounting Standard AS-22 issued by the Institute of Chartered Accountants of India.

S.No. Particulars 2016-17 2015-16

1. Profit Before Tax 3043518 4571044

2. Depreciation as per Company Act 2248417 2607893

3. Depreciation as per Income Tax Act 2025303 1992853

4. Difference 223114 615040

5. Deferred Tax Asset/ (Liab) 68942 190047

17. Details of Earnings per Shares:

S.No. Particulars 2016-17 2015-16

1. No. of Equity Shares of Re.1/- each 73061080 73061080

2. Net Profit After Tax 18,80,292 30,00,123

3. Basic and diluted earnings per Shares 0.03 0.04

18. AS-28 : All the assets have been physically verified by the management during the year and also there is a regular programme of verification which, in our opinion, is reasonable having regard to the size of the company and the nature of its assets. No material discrepancies were noticed on such verification.

19. Disclosure on Specified Bank Notes :

During the year, the Company had Specified Bank Notes (SBNs) pr other denomination notes as defined in the MCA notification , GSR.308(E), dated March, 31, 2017. The details of SBNs held and transacted during the period from November 8, 2016 to December 30, 2016 the denomination-wise SBNs and other notes as per the notification are as follows :

(Amount in Rs.)

Particulars SBNs Other denomination notes Total

Closing Cash in Hand as on Nov.08, 2016 54,83,000 42,08,994 96,91,994

Add: Permitted Receipts Nil 90,00,330 90,00,330

Less: Permitted Payments 40,000 56,30,865 56,70,865

Less: Amount Deposited 54,43,000 27,12,641 81,55,641

Closing Cash in Hand as on Dec.30, 2016 Nil 48,65,818 48,65,818

20. We have verified the vouchers and documentary evidences wherever made available. Where no documentary evidences were available, we have relied on the authentication given by the Directors.

21. The Company has given corporate guarantee to Bank of India for credit facility taken by M/s. Nimbus Beverages Private Limited amounting to Rs. 8.70 Crores which is declared NPA in March, 2016.

21. Previous year’s figures have been regrouped / rearrange or reclassified, wherever necessary to conform to the current years grouping or reclassification.





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TEAR HERE

NIMBUS FOODS INDUSTRIES LIMITED(CIN: L30006GJ1995PLC025631)

Regd. Office : Plot No. B-13 & 14, Phase-II, GIDC Industrial Area, Naroda, Ahmedabad -382 330Contact No: 079-22813445 Email:- [email protected] Web:- www.nimbusfoods.in

ATTENDANCE SLIP

Full name of the Member attending :

Name of Proxy : I hereby record my presence at the Annual General Meeting being held on Friday 29th day of September, 2017 at 04.00 p.m. at the registered office of the Company situated at Plot No. B – 13 & 14, Phase-II, GIDC Industrial Area, Naroda, Ahmedabad - 382330 Gujarat

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.

NIMBUS FOODS INDUSTRIES LIMITED(CIN: L30006GJ1995PLC025631)

Regd. Office : Plot No. B-13 & 14, Phase-II, GIDC Industrial Area, Naroda, Ahmedabad -382 330Contact No: 079-22813445 Email:- [email protected] Web:- www.nimbusfoods.in

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]22nd Annual General Meeting – 29th day of September, 2017 at 04.00 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 Id : Signature: Or falling him/her2) Name : Address : E-mail Id : Signature: Or falling him/her3) Name : Address : E-mail Id : Signature:

[PTO]

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



TEAR HERE

as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 22nd Annual general meeting of the company, to be held on the Friday, 29th September, 2017 at 04.00 p.m. at the registered office of the Company situated at Plot No. B – 13 & 14, Phase-II, GIDC Industrial Area, Naroda, Ahmedabad – 382330, Gujarat and at any adjournment thereof in respect of such resolutions as are indicated below:

Resolution No. Particulars

1. To receive, consider and adopt the Audited Balance Sheet as at 31st March, 2017 Statement of Profits & Loss and together with Cash Flow Statement and Notes forming part thereto (“Financial Statement”) for the year ended on 31st March, 2017 and Report of the Board of Directors and Auditors thereon.

2. To appoint a Director in place of Mr. Sharad Khandelwal (DIN: 03447732) who retires by rotation and being eligible, offers himself for re-appointment.

3. To ratify the appointment of Statutory Auditors of the Company and fix their remuneration.

4. To re-appoint Mr. Amit Jogendra Khaksa (DIN: 00142084) as a Whole-time Director designated as Executive Director of the Company for the period of Five (5) years w.e.f. 12th August, 2017.

5. Re-appointment of Mr. ARVIND A. THAKKAR (DIN: 00966889) as an Independent Director of the Company.

6. Approval of Related Party Transactions.

Signed this day of 2017

Signature of Member

Signature of Proxy holder(s)

Note: This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company, not less than 48 hours before the commencement of the Meeting.

Affix Revenue

Stamp

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

ROUTE MAP OF THE AGM VENUE

If undelivered Please return to :

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

GIDC Industrial Area, Naroda, Ahmedabad -382 330

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