BOARDS' Report

To,

The Members,

Nimbus Projects Limited

The Directors have pleasure in presenting this 23^rd (Twenty Third) Annual Report on the business and operations together with the Audited Financial Statements of the Company for the Financial Year ended 31st March, 2016.

1. PERFORMANCE OF THE COMPANY:

The financial results of the Company for the year ended 31^st March 2016 are summarized below for your consideration.

(in Rs.)

*previous year figures have been regrouped/rearranged wherever necessary.

2. RESULTS OF OPERATIONS AND STATE OF COMPANY'S AFFAIRS

During the financial year under review, your Company's revenue from operations is Rs. 840.54 Lakh compared to Rs. 2,123.79 Lakh in last year, a decrease of 60.42%. Loss before tax is Rs. 484.35 Lakh compared to Profit of Rs. 80.23 Lakh in last year, a decrease of 703.70% over the last year. Loss after tax is Rs.496.34 Lakh compared to Profit of Rs. 15.37 Lakh in last year, registering a decrease of 3329.28% over the last year.

All the above said decrease in profit before and after tax is due to loss in partnership firm, as all the projects developing in joint venture are under progress. Company will complete the same in next two year and as a result profit will be generated and financial position & ratios will be improved.

BUSINESS

The Company is engaged in Real Estate business, construction of Group housing Societies in the National Capital Region (NCR).

Apart from constructing its own project, the Company is also engaged in construction of residential flats through Special Purpose Vehicles (SPVs) and these SPVs have been allotted plots of land on long term lease, under Builders Residential Scheme (BRS) of the New Okhala Industrial Development Authority (NOIDA) and Yamuna Expressway Authority (YEA). The total lease hold area allotted to the Company along with SPVs is around 2,65,000 sq. meters and the projects are under various stages of construction.

Projects developed by the Company:-

EXPRESS PARK VIEW I: The Company is pleased to deliver its very first project namely "Express Park View" situated at Plot 10B, Sector CHI V, Greater Noida. Flats are being delivered to the allottees and the process of execution of sub-Lease Deed in favour of the allottees has been started and till 31^st March, 2016 Company has executed 259 Sub-Lease deeds in favour of the respective allottees. This Project consists of 332 flats in totality, out of which the Company has sold out 310 flats as on 31^st March, 2016.

Being a first project, your Company is extra vigilant for the process of delivery and ensuring to comply with the complete legal formalities thereby safeguarding and protecting the best interest of the end users.

Other Projects being developed by the Company along with SPVs:

THE HYDE PARK - Close vicinity with proposed Metro station, Express way, shopping complexes, Educational hub & hospital are the major highlights of the project- The Hyde Park. Noida and is adjoining a large cluster of premium Housing Projects on one side and green area on the other side. The lease hold area allotted to the project is around 60348.53 Sq.mt. and is situated at Sector 78, Noida. Project consists of approx. 2044 flats in total. It is scheduled to be completed in two phases. Construction of 17 Towers in Phase-I is complete, Firm has received Completion certificate for these Seventeen Towers from the NOIDA and the possession of flats is in full swing. Till March 2016 about 822 allottees have taken the physical possession of their flats. Also the process of Sub-Registration of flats will start effectively from June 2016.

THE GOLDEN PALMS - IT corridor, malls and Golf course are the major highlights of the project - Golden Palms, Noida. Living at Golden Palms is full of luxurious amenities with plush lifestyle surrounded by 80% greenery with variety of palms, flowers, hedges and ground cover. The lease hold area allotted to the project is around 39999.76 Sq.mt. and is situated at Plot No - GH - 01/E, Sector 168, Noida. Project consists of approx. 1408 flats of varying sizes including Studio Apartments. Possession of flats will be started from August 2016 in phased manner as Completion Certificate for seven Towers is sanctioned by the NOIDA in July 2016.

EXPRESS PARK VIEW II - Carved with innovation, Situated at unmatched location and well connected to Yamuna Expressway are the major highlights of the project - EPV II, Greater Noida. The lease hold area allotted to the project is around 52493.16 Sq.mt. and is situated at Plot No - 10C, Sector CHI V, Greater Noida right on the Expressway. Project consists of approx. 1700 flats of varying sizes. Possession of flats shall be started from December 2016 in phased manner.

GOLDEN PALM VILLAGE: This plot of land has been purchased by the Company jointly with IITL Projects Limited and Assotech Limited for construction of residential flats. The construction work was planned but due to slow market sentiments it was kept on hold. Further discussions with the consultants are being held to launch the project with some new vision as per the current market scenario.

3. DIVIDEND AND RESERVES

In view of the losses in the Company, the Board of Directors has decided not to recommend any dividend for the financial year ended March 31, 2016. Since no dividend was recommended, therefore no amounts were required to be transferred to reserves.

Your Company did not have any funds lying unpaid or unclaimed for a period of 7 (seven) years. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

Pursuant to the provisions of the Investor Education and Protection Fund (uploading of information regarding unpaid and unclaimed amounts lying with Companies) Rules, 2012, the Company was not required to file any form with the Ministry of Corporate Affairs.

4. SHARE CAPITAL

The paid-up Equity Share Capital of the Company as on March 31, 2016 stood Rs. 7,43,80,000 comprising 74,38,000 Equity shares of Rs. 10/- each, fully paid - up. The paid - up Preference Share Capital of the Company as on March 31, 2016 was Rs. 20,00,00,000 consisting of 2,00,00,000 8% Non-Cumulative, Non-Convertible, Non-Participating, Compulsory Redeemable preference Shares of Rs.10/- each fully paid-up.

During the period under review, there was no change in the Share Capital of the Company.

During the year under review, the Company has neither issued shares with Differential Voting Rights nor granted Stock Options nor Sweat Equity.

However, your company has obtained no-objection letter from all its existing preference shareholders for variation in terms and condition of outstanding 2,00,00,000 8% Non-Cumulative Non-Convertible Non-Participating Compulsory Redeemable Preference Shares of Rs. 10/- each. Thereafter, the Company has obtained the approval of its Equity shareholders through postal ballot.

The New terms & Conditions are as follows:

8% Non-Cumulative, Non-Convertible, Non-Participating, Compulsory Redeemable Preference Shares of Rs. 10/

- each (at a premium of Rs. 40/- on each Preference Share) to be redeemed after 15 years at a premium of Rs. 100/

- on each Preference Share but which may be redeemed at the option of the Company at any time after 5 years at a fixed premium of Rs. 40/- on each Preference Share and an additional premium @ Rs. 4/- per year till these Preference Shares are redeemed. These shares carry no voting rights and the said shares are Non-convertible into equity shares.

5. DIRECTORS & KEY MANAGERIAL PERSONNEL

Details of Directors or Key Managerial Personnel who were appointed or resigned during the year are as follows:-A. DIRECTORS RESIGNATION

During the period under review, Mr. Mukesh Gupta had resigned from the directorship of the Company w.e.f 10^th August, 2015.

APPOINTMENT

Mr. Debashis Nanda (DIN: 00150456) has been appointed as an Additional Independent Director of the Company by the Board at its meeting held on 12^th August, 2016 and he will hold office up to the date of the ensuing Annual General Meeting. The Company has received requisite notice in writing from a Member of the Company proposing his candidature for the appointment as Non - Executive Independent Director of the Company for which Mr. Nanda has furnished his willingness and declaration of his independence. The Board hereby recommends his appointment to the shareholders as a Non-Executive Independent Director for a period of five years.

RE-APPOINTMENT OF DIRECTOR RETIRING BY ROTATION

In accordance with the provisions of Section 152 the Companies Act, 2013 and the Article of Association of the Company read with Companies (Appointment and Qualification of Directors) Rules, 2014 Mr. Bipin Agarwal (DIN: 00001276) retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The Board recommends his re-appointment.

Brief resume and other details relating to the directors, who are to be appointed/ re-appointed as stipulated under Regulation 36(3) of the SEBI (LODR) Regulations, 2015 and Secretarial Standards issued by ICSI, are furnished in the Notice of Annual General Meeting forming part of the Annual Report.

B. KEY MANAGERIAL PERSONNEL

During the year under review, the Company has following personnel as KMPs as per the definition under Section 2(51) and Section 203 of the Act.

*Mr. Bipin Agarwal (DIN: 00001276) have been re - appointed as Managing Director for a period of 3 (Three) years w.e.f. 31st August, 2016 subject to the approval of Shareholders in the ensuing Annual General Meeting. **Mr. Swatantra Kumar Sethi, Company Secretary & Compliance Officer has resigned from the Company w.e.f. 19^th August, 2015.

***Mr. Lalit Agarwal has been re - designated as Whole Time Director & Company Secretary of the Company under Section 203 of the Companies Act, 2013 w.e.f. 9th November, 2015.

6. CHANGE IN THE NATURE OF BUSINESS, IF ANY

There has been no change in the nature of business during the period under review.

7. MATERIAL CHANGES AND COMMITMENTS, IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There has been no 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 the financial statements relate and the date of the report.

8. LISTING OF SHARES

The Company's equity shares are listed with The Bombay Stock Exchange Limited. The annual listing fees for the year 2016-2017 have been paid to stock Exchange.

Pursuant to the requirements of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, during year under review, the company executed fresh listing agreements with The Bombay Stock Exchange Limited.

9. PUBLIC DEPOSITS

During the year under review, your Company has not accepted any deposits from public in terms of provisions of Section 73 of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014.

10. INSURANCE

The Company's properties including building, plant and machinery, stocks, stores, etc., have been adequately insured against major risks like fire, earthquake, terrorism and burglary etc.

11. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Particulars of Loans, Guarantees or Investments, covered under the provisions of Section 186 of the Companies Act, 2013 read with Companies (Meetings of the Board and its Power) Rules, 2014 are given in the Financial Statements of the Company (please refer to Note Nos. 2.11 for investment & 2.26 for Guarantee of the standalone financial Statements).

12. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS

During the year under review, there have been no significant and material orders passed by any regulators/ courts/tribunals that could impact the going concern status and the Company's operations in future.

For the purpose of information, your company had paid a penalty of Rs. 2,55,793/- (Rupees Two Lakh Fifty Five Thousand Seven Hundred Ninety Three only) on 30th July, 2015 under Clause 41 of the Listing Agreement regarding non submission of audited financial results for the quarter / year ended 31st March, 2015. The said penalty was neither material / significant nor had any impact on the operations of the Company.

13. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the period under review, all contracts or arrangements entered into by the Company with its Related Parties were at arm's length and in the ordinary course of business.

The policy on Related Party Transactions as approved by the Board has been displayed on the Company's website at the link - http://www.nimbusprojectsltd.com/pdf/RPT Policy.pdf

Pursuant to Section 134 of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014, the particulars of such transactions are provided in Form AOC-2 which is annexed herewith as "Annexure-I" to this report. Related Party disclosures as per AS-18 have been provided in Note No. 2.28 to the financial statement.

14. RISK MANAGEMENT POLICY

The Company has a risk management framework comprising risk governance structure and defined risk management processes. The risk governance structure of the Company is a formal organization structure with defined roles and responsibilities for risk management.

The processes and practices of risk management of the Company encompass risk identification, classification and evaluation. The Company identifies all strategic, operational and financial risks that the Company faces, by assessing and analyzing the latest trends in risk information available internally and externally and using the same to plan for risk management activities.

The main objective of the policy is to ensure sustainable business growth with stability and to promote a proactive approach in reporting, evaluating and resolving risks associated with the business. In order to achieve the key objective, the policy establishes a structured and disciplined approach to Risk Management, in order to guide decision on risk related issues.

The Board has formulated policy on Risk Management and the same may be accessed at the web-link http:/ /www.nimbusproiectsltd.com/pdf/Policies/Risk%20Management%20Policy.pdf

15. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company has established a "Vigil Mechanism" for its Employees and Directors, enabling them to report any concerns of unethical behavior, suspected fraud or violation of the Company's code of conduct.

To this effect the Board has adopted a "Whistle Blower Policy" which is overseen by the Audit Committee. The policy provides safeguards against victimization of the whistle blower. Employees and other shareholders have direct access to the Chairman of the Audit Committee for lodging concern if any, for review.

The Board has formulated policy on Whistle Blower and the same may be accessed at the web-link http:// www.nimbusprojectsltd.com/pdf/VIGIL%20MECHANISM%20%20WHISTLE%20BL0WER%20P0LICY.pdf

16. STATUTORY DISCLOSURES

None of the Directors of your Company is disqualified as per the provision of Section 164(2) of the Act. The Directors of the Company have made necessary discolors, as required under various provisions of the Act and the SEBI LODR Regulations.

17. HUMAN RESOURCES

Employees are our vital and most valuable assets. We have created a favorable work environment that encourages innovation and meritocracy. It is important for us that organization culture and organization strategy are well aligned. Over a period we have developed a strong culture of transparency through constant employee communication and have developed strong performance management practices wherein best in class reward and recognition systems are deployed. We have also set up a scalable recruitment and human resources management process which enables us to attract and retain high caliber employees. Our employee partnership ethos reflects the Company's longstanding business principles and drives the Company's overall performance with the prime focus to identify, assess, groom and build leadership potential for future.

18. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

Even though operations of the Company are not energy intensive, the management has been highly conscious of the importance of conservation of energy and technology absorption at all operational levels and efforts are made in this direction on a continuous basis. In view of the nature of activities which are being carried on by the Company, the particulars as prescribed under Section 134(3)(m) of the Act read with rule 8 of the Companies (Accounts) Rules, 2014 regarding Conservation of Energy and Technology Absorption are not applicable to the Company and hence have not been provided.

19. FOREIGN EXCHANGE EARNINGS AND OUTGO

There has been no foreign exchange inflow during the year under review. However, there is a foreign exchange outflow amounting to Rs. 3,46,926/- (Rupees Three Lakh Forty Six Thousand Nine Hundred Twenty Six only) during the year.

20. REMUNERATION DETAILS OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND EMPLOYEES

Details of the remuneration of Directors, Key Managerial Personnel and Employees in terms of section 197(12) read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in Annexure- II to this report.

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, no employee of the Company employed throughout the year that was in receipt of remuneration of rupees one crore and two lacs or more. Further, during the year under review, there was no employee of the Company employed for a part of year who was in receipt of remuneration of rupees eight lacs and fifty thousand or more per month. Further, there were no employee(s) in the Company who was in excess of the remuneration drawn by the Managing Director during the financial year 2015-16 and holds by himself or along with his spouse and dependent children, not less than 2% of the equity shares of the Company.

Furthermore, the list of top ten employees in terms of remuneration had drawn during the financial year 2015-16 in annexed with the report as Annexure- III.

21. NUMBER OF MEETINGS OF THE BOARD

During the year under review, 5 (Five) Board meetings were held, with the gap between Meetings not exceeding the period prescribed under Act. The details of the board of directors' including its composition and attendance of each director are given in the Corporate Governance Report.

22. COMMITTEES OF BOARD

(i) AUDIT COMMITTEE

In terms of section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, Your Company has in place Audit Committee of Board of Directors, comprising Mr. Surinder Singh Chawla (Independent Director) - Chairman, Mr. Lalit Agarwal (Executive Non- Independent Director) -Member, Mr. Partap Singh Negi (Independent Director) - Member and Ms. Anu Rai (Independent Director) - Member.

The details of meetings with attendance thereof and terms of reference of Audit Committee have been provided in the Corporate Governance Report which forms part of this report.

(ii) STAKEHOLDERS RELATIONSHIP COMMITTEE

The Company has also formed Stakeholders Relationship Committee in compliance to the Companies Act, 2013 & SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The details about the composition of the said committee of the Board of Directors along with attendance thereof has been provided in the Corporate Governance Report forming part of this report.

(iii) NOMINATION AND REMUNERATION COMMITTEE

In terms of Section 178 of the Companies Act, 2013 ('Act') read with Companies (Meetings of the Board and its Power) Rules, 2014 and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has in place duly constituted Nomination and Remuneration Committee. The details of the composition of the committee along with other details are available in the Corporate Governance which is forming part of this Annual Report.

The details of the Remuneration Policy are given as 'Annexure-IV' forming part of this Report.

It is hereby affirmed that the Remuneration paid is as per the Remuneration Policy of the Company.

23. AUDITORS AND AUDITORS' REPORT

i) AUDITORS

During the period under review, M/s. Anil Prahalad & Co., Chartered Accountants were acting as Statutory Auditors who had audited the financials of the company for the year 2015-16. However, during the current fiscal year M/s. Anil Prahalad & Co., Chartered Accountants resigned as such and the Board of Directors at its meeting held on 28^th May, 2016 appointed M/s. Oswal Sunil & Co., Chartered Accountants (FRN: 016520N) to fill the casual vacancy and they will hold the office till this Annual General Meeting.

Being eligible, M/s. Oswal Sunil & Co., Chartered Accountants (FRN: 016520N) have shown their willingness to be appointed as Auditors of the Company for a period of five years subject to the approval of Shareholders at the ensuing Annual General Meeting.

ii) AUDITORS' REPORT

Auditors' Report does not have qualification or adverse remarks. Further, the report read together with the notes on Accounts are self - explanatory and therefore, in the opinion of the Directors, do not call for any further explanation.

iii) DETAILS OF FRAUD REPORTABLE BY STATUTORY AUDITOR TO BOARD

On the basis of the confirmations reported to the Board in this regard, there were no instances of fraud, misfeasance or irregularity detected and reported in the Company during the financial year 2015-16 by Statutory Auditors of the Company pursuant to Section 143 (12) of the Companies Act, 2013.

iv) SECRETARIAL AUDITORS

As per provisions of Section 204 of the Act, the Board of Directors of the Company has appointed Mr. Kapil Dev Vashisth, Practicing Company Secretary (CP No.5458) to conduct Secretarial Audit for the FY 2015 - 16. The Secretarial Audit Report for the Financial Year ended 31st March, 2016 is annexed herewith marked as "Annexure-V" to this Report. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer and hence, no explanation is required thereon.

v) INTERNAL AUDITORS

The Board of Directors of your Company has re-appointed M/s. Goyal Tarun & Associates, Chartered Accountants (FRN:-026112N) as the Internal Auditors of the Company pursuant to the provisions of Section 138 of the Companies Act, 2013 for Financial Year 2016-2017.

During the year, the Company continued to implement their suggestions and recommendations to improve the control environment. Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. Internal Auditors findings are discussed with the process owners and suitable corrective actions taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations.

vi) Cost Auditors

In terms of the provisions of section 148 read with the rules made there under, cost audit is not applicable to your Company.

24. CORPORATE SOCIAL RESPONSIBILITY

Pursuant to the provisions of Section 135 of the Companies Act, 2013 and Rules made there under, the Company is not required to comply with the requirements of CSR.

25. DIRECTORS' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained, your Directors make the following statements in terms of Section 134(5) of the Act that:

a) in the preparation of the annual accounts for the financial year ending 31^st March, 2016, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) such accounting policies as mentioned in Note No. 1 of the annual financial statements have been selected and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2016 and of the loss of the Company for that period;

c) proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) annual financial statements have been prepared on a going concern basis;

e) proper internal financial controls were in place and that such internal financial controls were adequate and were operating effetely; and

f) systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

26. MANAGEMENT DISCUSSION & ANALYSIS REPORT

Management Discussion & Analysis Report for the year under review, as stipulated under Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (" Listing Regulations"), is presented in a separate section forming part of the Annual Report.

27. CORPORATE GOVERNANCE REPORT

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by Securities and Exchange Board of India (SEBI). A detailed report on Corporate Governance as stipulated under the Listing Regulations forms an integral part of this Report. A certificate from Auditors confirming compliance with the conditions of the Corporate Governance is also annexed herewith as "Annexure - VI" to this report

28. PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE

Your Directors state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

29. EXTRACT OF ANNUAL RETURN

An extract of the Annual Return required in Form No. MGT-9 is presented in a separate section and is annexed herewith as "Annexure - VII" to this report.

30. STATEMENT CONTAINING SALIENT FEATURES OF SUBSIDIARIES, JOINT VENTURE/ASSOCIATE COMPANIES

During the period under review, M/s. Golden Palm Facility Management Private Limited which was incorporated in the Financial Year 2014 -2015 as wholly owned subsidiary company, 50% stake of said company was purchased by M/s. IITL Projects Limited. Consequently, M/s. Golden Palm Facility Management Private Limited ceases to be the Subsidiary of the Company and became Associate of the Company. As on 31^st March 2016 there are two associate companies of Nimbus Projects Limited viz. Capital Infra projects Private Limited and Golden Palms Facility Management Private Limited. Further, the highlights on the financial statements of both the associate companies are as follows:-

During the period the overall performance of the Company has been increased by contribution of profit of Rs. 10.61 Lakh by associate companies, due to that loss after tax is decreased by Rs. 10.61 Lakh.

Apart from above, there are no Joint venture Companies which has become/ ceased as per the provisions of Companies Act, 2013.

A statement containing salient feature of financial statements of associate company pursuant to section 129 of the Companies Act, 2013 ("Act") read with Rule 5 of the Companies (Accounts) Rules, 2014 in the prescribed form AOC-1 is attached and forms part of this Annual Report as "Annexure-VIII."

The Company has laid down policy on Material subsidiary and the same is placed on the website of the Company. The said policy may be accessed at the following web-link. http://www.nimbusprojectsltd.com/pdf/Policy On Material.pdf

31. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS

All Independent Directors have given a declaration under Section 149 (7) of the Companies Act, 2013 that they meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

32. FAMILIARISATION PROGRAMME

As per requirement under the provisions of Section 178 of the Companies Act, 2013 read with Companies (Meetings of the Board and its powers) Rules, 2014 and SEBI (Listing Obligations and Disclosure Requirements) Requirements,

2015, yours Company had adopted a familiarization programme for independent directors to familiarize them with the Company, their role, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model, management structure, industry overview, internal control system and processes, risk management framework, functioning of various divisions, HR Management etc.

Your company aims to provide its Independent Directors, insight into the Company enabling them to contribute effectively. The Company arranges site visit for the Directors, giving them insight of various projects and Directors are also informed of various developments relating to the industry on regular basis and are provided with specific regulatory updates from time to time.

The details of familiarization program may be accessed on the Company's website http:// www.nimbusprojectsltd.com

33. EVALUATION OF BOARD, COMMITTEES AND DIRECTORS

SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, mandates that the Board shall monitor and review the Board evaluation framework. The framework includes the evaluation of directors on various parameters such as:

- Board dynamics and relationships

- Information flows

- Decision-making

- Relationship with stakeholders

- Company performance and strategy

- Tracking Board and committees' effectiveness

- Peer evaluation

The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual directors. Schedule IV of the Companies Act, 2013 states that the performance evaluation of Independent Directors shall be done by the entire Board of Directors, excluding the Director being evaluated. The evaluation of all the Directors, the Board as a whole and Committees thereof was conducted based on the criteria and framework adopted by the Board. The evaluation process has been explained in the corporate governance report. The Board approved the evaluation results as collated by the nomination and remuneration committee.

34. INTERNAL FINANCIAL CONTROL

The Company has in place an established internal financial control system to ensure the orderly and efficient conduct of its business, the safeguarding of its assets, the prevention and detection of frauds and errors and proper recording of financial & operational information, compliance of various internal control and other regulatory/ statutory compliances. All internal audit findings and control systems are periodically reviewed by the Audit Committee of the Board of Directors, which provides strategic guidance on internal control.

ACKNOWLEDGEMENTS

The Directors place on record their appreciation for the assistance, help and guidance provided to the Company by the Bankers, Financial Institutions(s) and Authorities of Central and State Government(s) from time to time. The Directors also place on record their gratitude to employees and shareholders of the Company for their continued support and confidence reposed in the management of the Company.

By order of the Board of Directors

Nimbus Projects Limited

Bipin Agarwal

Date : 12^th August, 2016 Chairman cum

Managing Director

Place : New Delhi DIN: 00001276