You are on page 1of 37

17th ANNUAL REPORT 2011-2012

NIMBUS FOODS INDUSTRIES LIMITED

NIMBUS FOODS INDUSTRIES LIMITED SEVENTEENTH ANNUAL REPORT 2011-12

BOARD OF DIRECTORS: Shri Amit Khaksa Shri Sharad Khandelwal Shri Arvind Thakkar Shri Sanjay Mangal Shri Deepak Sharma Shri Bhaychand Prajapati Executive Director Director Additional Director(w.e.f.14/08/2012) Additional Director(w.e.f. 14/08/2012) Director (upto 14/08/2012) Director (upto 14/08/2012)

BANKERS: State Bank of India

AUDITORS: M/s, B. S. Rajput & Associates Chartered Accountants Ahmedabad

REGISTERED OFFICE: Plot No. B-13 & 14, Phase- II, GIDC Industrial Area, Naroda, Ahmedabad-382330 Website : www.nimbusfoods.in E-mail: info@nimbusfoods.in

CONTENTS Notice Director’s Report Management Discussion & analysis Report Report on Corporate Governance Auditor’s Report Balance Sheet Statement of Profit & Loss Cash Flow Statement Notes to the Financial Statements ANNUAL REPORT 2011-2012

PAGE NOS. 02 04 10 12 19 22 23 24 25

1

NIMBUS FOODS INDUSTRIES LIMITED NOTICE
NOTICE is hereby given that the SEVENTEENTH ANNUAL GENERAL MEETING of the members of NIMBUS FOODS INDUSTRIES LIMITED will be held as scheduled below: Date : 27th September, 2012 Day : Thursday Time : 11:00 AM Place : At the Registered Office of the company at: Plot No. B-13 & 14, Phase-II, GIDC Industrial Area, Naroda, Ahmedabad -382 330 To transact the following business: ORDINARY BUSINESS: 1. To receive and adopt Audited Balance Sheet of the Company as at 31st March, 2012, Statement of Profit and Loss and Cash Flow Statement for the Year ended on that date along with Director’s Report and Auditors’ Report thereon. 2. To appoint a Director in place of Mr. Sharad Khandelwal who retires by rotation and, being eligible, offers himself for re-appointment. 3. To appoint Auditors to hold office from the conclusion of this Annual General Meeting till the conclusion of Next Annual General Meeting and to fix their remuneration. SPECIAL BUSINESS: 4. Appointment of Mr. Amit Khaksa as Whole time Director designated as Executive Director of the Company. To consider and if deemed fit, to pass with or without modifications, the following resolution as a Special Resolution: “RESOLVED THAT pursuant to the provisions of sections 198,269, 309,310 read with Schedule XIII and other applicable provisions, if any, of the Companies Act, 1956 and subject to approval of shareholders, the company do hereby accord its approval to the appointment of Mr. Amit Khaksa as Whole time Director designated as Executive Director of the Company, not liable to retired by rotation, for a period of five years with effect from 14th August, 2012 on the terms and conditions set out herein under (the said term and conditions as approved by the Remuneration Committee) and that he be paid remuneration by way of Salary and Perquisites not exceeding the amount thereof as set out in the accompanying explanatory statement which is permissible under part II of Schedule XIII the Companies Act, 1956.” “RESOLVE FURTHER THAT the Board of Directors, be and is hereby authorised to alter and very the terms and conditions of appointment of Mr. Amit Khaksa as to remuneration (including perquisites) within the ceiling limits in that behalf laid down in the accompanying explanatory statement which is permissible under Part II of Schedule XIII of the Companies Act, 1956.” “RESOLVE FURTHER THAT for the purpose of giving to this resolution, the Board of Directors of the Company, be and is hereby authorised to do all such acts, deeds and things as may be deemed necessary or desirable or to settle any question or difficulty that may arise, in such manner as it may deem fit.” 5. Appointment of Mr. Arvind Thakkar as a Director of the company. To consider and if thought fit, to pass with or without modification(s), the following Resolution as an Ordinary Resolution: “RESOLVED THAT Mr. Arvind Thakkar who was appointed as an Additional Director of the Company with effect from 14/08/2012 and who holds the office up to the date of this Annual General Meeting of the Company, in terms of Section 260 of the Companies Act, 1956 and in respect of whom the Company has received a Notice in writing from a member under Section 257 of the Act, proposing his candidature for the office of Director of the Company, be and is hereby appointed as Director of the Company liable to retire by rotation.” 6. Appointment of Mr. Sanjay Mangal as a Director of the company. To consider and if thought fit, to pass with or without modification(s), the following Resolution as an Ordinary Resolution: “RESOLVED THAT Mr. Sanjay Mangal who was appointed as an Additional Director of the Company with effect from 14/08/2012 and who holds the office up to the date of this Annual General Meeting of the Company, in

2

ANNUAL REPORT 2011-2012

be and is hereby appointed as Director of the Company liable to retire by rotation. Sharad Khandelwal 26-10-1970 14-02-2011 Master degree(M. the Bombay Stock Exchange. regulations and guidelines. SEBI (Delisting of Securities) Guidelines.” Registered Office: By Order of the Board. permission and sanctions. Those shareholders who wish to hold shares in electronic form may approach their Depository Participant. To consider and if deemed fit. Register of Members and Shares Transfer Books of the Company will remain closed from Thursday. but in more than one account to enable the Company to club the said accounts into one account. 2003. 27nd Sept.D. 1956.I. as may be necessary. the Board of directors of the company be and is hereby authorized to seek voluntarily delisting of its securities from Ahmadabad stock exchange. 3. Brief resume of the Director seeking re-election at the 17th Annual General Meeting Name Age (Date of Birth) Date of Appointment Qualification and experience in specific functional area Mr. G. 1956 and in respect of whom the Company has received a Notice in writing from a member under Section 257 of the Act. if shares are held in the same name or in the order and names. Plot No.” “RESOLVED FURTHER THAT the securities of the company shall continue to be listed on the stock exchange having nationwide trading terminals viz. 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. “RESOLVED THAT subject to the provisions of the Companies Act. Ahmedabad 382330 Amit Khaksa Date : 14/08/2012 Executive Director NOTES 1. B-13 & 14 Phase –II. The Equity Shares of the Company are available for dematerialisation. and such other applicable laws. Mumbai and therefore as per the said guidelines issued by the Securities and Exchange Board of India. deeds. PROXIES IN ORDER TO BE EFFECTIVE. 2012 to Thursday.NIMBUS FOODS INDUSTRIES LIMITED terms of Section 260 of the Companies Act. listing agreement. Members are requested to: a) Intimate. Naroda. Pursuant to Section 154 of the Companies Act. Securities Contracts (Regulation) Act. The ISIN No. of the Equity Shares is INE301B01020. 20th Sept. to pass with or without modifications. no exit opportunity need to be given to the shareholders of the company. if any.” “RESOLVED FURTHER THAT the Board of directors of the company be and is hereby authorised to do all such acts. and the rules framed there under. 4.COM) in the field of Taxation and having more than 18 years of experience in the related field. 2. Delisting of Equity Shares from the Ahmedabad Stock Exchange. to the Company. 2012 (both Days inclusive). the following resolution as a Special Resolution. and subject to such approvals. Members intending to require information about accounts at the meeting are requested to write to the Company at least 10 days in advance of the Annual General Meeting.” 7. proposing his candidature for the office of Director of the Company.C Industrial Area. b) Notify immediately the change in their registered address. rules. 5. MUST BE RECEIVED BY THE COMPANY NOT LESS THAN 48 HOURS BEFORE THE TIME OF MEETING. 1956. None None Directorship held in other companies Membership/Chairmanships of Committee in other Public Companies ANNUAL REPORT 2011-2012 3 . 1956. matters and things as it may in its absolute discretion deem necessary or desirable and to execute all such deeds and documents as may be considered necessary and expedient to give effect to the above said resolution.

NIMBUS FOODS INDUSTRIES LIMITED Brief resume of the Directors seeking election at the 17th Annual General Meeting Name Age (Date of Birth) Date of Appointment Qualification and experience in specific functional area Mr. Human resources. None None Directorship held in other companies Membership/Chairmanships of Committee in other Public Companies Brief resume of Executive Director seeking appointment Name Age (Date of Birth) Date of Appointment (Director) Qualification and experience in specific functional area Mr. quality control and enhancement. Arvind Thakkar 30-10-1947 14-08-2012 He is practising Chartered Accountant since 1973. He has an experience of more than 35 years in the field of audit of firms. Corporate Communications. Company law matters. project execution for innovative production techniques. Amit Khaksa. Gujarat Equity Services Limited Directorship held in other companies Membership/Chairmanships of Committee in other Public Companies None Name Age (Date of Birth) Date of Appointment Qualification and experience in specific functional area Mr. Financial And Capital Market consultancy. Sanjay Mangal 16-09-1971 14-08-2012 He is Commerce graduate and he has an experience of 22 years in the financial management and capital market advisory. cost audit. Estimation. 1. Taxation and Tax audit matters under Income Tax Act. Executive Director of the Company aged around 33 years is a Graduate and jointed the Board of the Company in the year 2006 as Director Mr. nationalized banks and Companies. He supervises the functioning of various departments in the organization such as Sales & marketing. process and customer satisfaction. — None Directorship held in other companies Membership/Chairmanships of Committee in other Public Companies * Private Companies are excluded 4 ANNUAL REPORT 2011-2012 . Purchase. Amit Khaksa’s responsibilities in the Company encompass product delivery. customer Relationship Management. Amit Khaksa 22-08-1979 01-04-2006 Mr.

PERQUISITES: • • • • Contribution to Provident Fund. Other Allowances: Up to 30% of the basic salary and as determined by the Board from time to time. Amit Khaksa has contributed extensively towards the growth of the Company and has been actively responsible for the launch of new product lines and attainment of the highest standard of quality. He supervises the functioning of various departments in the organization such as Sales & marketing. ITEM No. A. In the view of significant contributions made by him the Board of Directors recommend the appointment of Mr. DUTIES: Subject to the superintendence. In conformity with the provisions of section 173(2) of the companies act. quality control and enhancement. breach of Duty or trust if a special Resolution to that effect is passed by the Company in its General Meeting. process and customer satisfaction. which shall be effective from 14th August. IV. He is not on the board of any other public Limited Companies. Free use of Company’s car with driver for Company’s business and free telephone Facility at residence. 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. cost audit. and 7 of the accompanying notice dated 14th August. Amit Khaksa’s responsibilities in the Company encompass product delivery.35. Basic Salary: Rs. following explanatory statement sets out all material facts relating to the special business mentioned at item No. Purchase. and control of the Board of Directors of the Company the Executive Director Shall be entrusted with powers of Administration.000/. Estimation.(Rupees Fifty Thousands Only) per month. project execution for innovative production techniques. become interested or Otherwise concerned directly or through his wife and/or minor children in any selling Agency of the Company without the prior approval of the Central Government. • • 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. The Executive Director shall not. Amit 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. 1961. In the terms of office spanning six years Mr. Amit Khaksa. so long as he functions as such. B. ANNUAL REPORT 2011-2012 E.000/. Gratuity payable at a rate not exceeding half a month’s salary for each completed year of service Encashment of leave at the end of tenure. III. Mr.50. The Executive Director may resign from his office by giving 90 days’ Notice to the Company. 5. TERMINATION: The Executive Director may be removed from his office for gross negligence. D. Superannuation Fund and Annuity Fund to the extent these either or put together are not taxable under the Income-tax Act. C.NIMBUS FOODS INDUSTRIES LIMITED ANNEXURE TO THE NOTICE EXPLANATORY STATEMENT AS REQUIRED UNDER SECTION 173(2) OF THE COMPANIES ACT 1956. 6. customer Relationship Management. Human resources. 1956. Corporate Communications. Executive Director of the Company aged around 32 years is a Commerce Graduate and jointed the Board of the Company in the year 2006 as Director. The Executive Director shall be entitled to reimbursement of expenses incurred by him In connection with the business of the Company. 4. Medical Reimbursement: Medical reimbursement expenses incurred for the Executive Director and family Subject to ceiling of one month’s salary per year or three month’s salary over a period of three years. direction. The headquarter of Executive Director shall be at Ahmadabad or at such place as the Board of Directors may decided from time to time. 2012. 4 Mr. 5 . subject to ceiling of Rs. 2012 should be taken as a forming part of the Notice.(Rupees Thirty five Thousands Only) per month with authority to the Board of Directors to revise the basic salary from time to time taking into account the performance of the Company.

Sanjay Mangal is concerned or interested in this resolution. Registered Office: Plot No. As per clause of SEBI (Delisting of Securities) Guidelines. Mr. Arvind Thakkar was appointed as an Additional Director of the Company in the Meeting of the Board of Directors held on 14th August. At present the equity shares of the company are listed at Bombay Stock Exchange Limited Considering the negligible volume of trading and as a part of its cost reduction measure. The Board of Directors recommends the resolution for approval of shareholders. Amit Khaksa may be treated as concerned or interested in the said business as the business is relating to his appointment as Executive Director of the Company with effect from 14th August. Sanjay Mangal as Director of the Company liable to retire by rotation. of the Companies Act.e.. Arvind Thakkar holds his office upto the date of ensuing Annual General Meeting. Mr. G. Arvind Thakkar as Director of the Company liable to retire by rotation. 1956. 269. Mr. ITEM NO. The Board recommends the resolution for approval of members. Executive Director shall be entitled to receive compensation from the Company for loss of office to extent and subject to limitation as provided under Section 318 of the Companies Act.I. The Board of Directors recommends the resolution for approval of shareholders. Sanjay Mangal was appointed as an Additional Director of the Company in the Meeting of the Board of Directors held on 14th August. 2012. 2012. the consent of members is sought for getting its securities delisted from Ahmedabad Stock Exchange as proposed in the special resolution. in any way. 7 The Securities & Exchange Board of India (SEBI) notified guidelines for voluntary delisting of securities from the stock exchanges. Sanjay Mangal holds his office upto the date of ensuing Annual General Meeting. As per the provision of Section 198. B-13 & 14 Phase –II. None of the present Directors is concerned or interested in the business. COMPENSATION: In the event of termination of office of Executive Director takes place before the expiration of tenure thereof.NIMBUS FOODS INDUSTRIES LIMITED F.D. Ahmedabad 382330 Date : 14/08/2012 By Order of the Board. Mumbai. Arvind Thakkar is concerned or interested in this resolution. None of the Director of the Company except Mr.C Industrial Area. The National Stock Exchange and any other stock exchange that may be specified by SEBI in this regard. 1956 consent of the Company accorded by Special Resolution is necessary for holding office as a Executive Director of the Company on remuneration. 5 Under section 260 of the Companies Act. 1956. 2003 an exit opportunity to the shareholders need not be given where securities of the company remain listed on the stock exchange having nationwide trading terminal. None of the directors is. Amit Khaksa Executive Director ANNUAL REPORT 2011-2012 6 . 2012. The proposed appointee Mr. i. None of the Director of the Company except Mr. Mr. 309. Due notice under section 257 of the Act has been received alongwith requisite fee from a member proposing the appointment Mr. if any. 1956. The Stock Exchange. 314 and all other applicable provisions. The terms and conditions mentioned in the above Explanatory Statement may be treated as abstract of the terms proposed contract under Section 302 of the Companies Act. 1956. Naroda. The securities of the company shall continue to be listed on the Stock Exchange. 6 Under section 260 of the Companies Act. ITEM NO. concerned or interested in the said resolution. Mumbai. Due notice under section 257 of the Act has been received along with requisite fee from a member proposing the appointment of Mr. ITEM NO.

56 28.23 Rs. Surat and Pune with average installed capacity of 30. 28. Profit before tax stood at Rs.27 0.000 standard loafs per day.82 24.01 lacs during 2011-12. ANNUAL REPORT 2011-2012 58. As the Company had to provide for interest of Rs.94 55. Mr.80 2. Deferred Tax Assets and prior period adjustments. In the terms of Section 260 of the Companies Act. He however. Sharad Khandelwal retires by rotation in terms of Articles 137.62 37. khari and biscuits under the brand name of “WOODOO” and also exploring the opportunity to enter into new territory. The Company has franchisee agreement with Hindustan Unilever Limited for manufacturing and marketing of Modern Bread in Gujarat.82 11. Arvind Thakkar and Mr.46 lacs for Depreciation and. offers himself for reappointment.50 1.41.23 2. 14/08/2011.94 lacs during the year under review. 1.e. 5.09 37.09 53. The Company provided Rs.47 86.82 41. In Lacs 2010-11 55. Sanjay Mangal have been appointed as an Additional Directors under Independent category w. 138 and 139 of the Articles of Association of the Company.47 7 .71 16. Surat and Pune with an average of 3500 kg production capacity under the brand name of “WOODOO”. 1956 Mr.29 13.34 33. extra ordinary items the Net Profit for the year under review stood at Rs.09 11. being eligible. DIVIDEND: In view of insufficient profits earned during the year under review and also to conserve the resources for the expansion of the activities and working capital requirement of the Company. Your Company has also started to develop its own products and presently such development is in the bakery related items like toast.00 1.76 lacs. FUTURE PLANS : The Company is planning to set up its units at Nagpur.f. The details of such developments will be informed to you from time to time. The Directors present the SEVENTEENTH ANNUAL REPORT together with the Audited Statement of Account for the Financial Year 2011-12 ended on 31st March. 2012. 4.42. After taking into account Provision for taxation.76 57. 3.NIMBUS FOODS INDUSTRIES LIMITED DIRECTORS’ REPORT Dear Shareholders.2. Financial Results : 2011-12 Operating Profit / (Loss)(Before Interest & Depreciation) Less: Interest Profit/(Loss) before Depreciation Less: Depreciation Profit / (Loss) before Extraordinary items Less: Loss on Sale of Investment / written off Advances Profit / (loss) before Tax Less: Provision for Taxation Add/Less: Deferred Tax Assets/provision Net Profit / (Loss) after Tax Less: Short or excess provision of taxation of earlier year Add: Balance brought forward from previous year Profit / (Loss) carried to Balance Sheet 2. DIRECTORS : One of your Director Mr. The Company Earned Operating Profit of Rs. Operations : The Company is in the business of Bread and Bakery products.82 lacs during the year under review.54 57.46 41. The Company has also planned out to start bakery shops in Nagpur. 13. the Board of Directors have not recommended dividend for the year under the review. Arvind Thakkar and Mr.

2012 being end of the financial year 2011-12 and of the Profit of the Company for the year. 7. it is hereby confirmed that: (i) In the preparation of the annual accounts. civil commotion. B. none of the employees was in receipt of remuneration exceeding the limit prescribed under Section 217 (2A) of the Companies Act. Chartered Accountants’. so as to give a true and fair view of the state of affairs of the Company at 31st March.NIMBUS FOODS INDUSTRIES LIMITED Sanjay Mangal holds office upto the ensuing Annual General Meeting of the Company and being eligible offers himself for appointment as the director of the Company. 1956. 1975. DIRECTORS RESPONSIBILITY STATEMENT : Pursuant to the requirement of Section 217 (2AA) of the companies Act. Rajput & Associates.Rajput & Associates. LISTING : The Equity shares of the Company are listed on Ahmedabad and Bombay Stock Exchanges. (iv) The Directors have prepared the annual accounts on a going concern basis. . B.119760W have submitted certificate for their eligibility for appointment under Section 224(1B) of the Companies Act. the applicable accounting Standards have been followed along with proper explanation relating to material departures. Mr. read with the Companies (Particulars of Employees) Rules. the board has taken on record the valuable services and advices given by them during their tenure as Directors of the Company. Mr. The Company is regular in complying with the Listing Agreement entered into with the Stock Exchange. Mumbai. The Company has paid Annual Listing Fees of Bombay Stock Exchange Ltd. (iii) The Directors have taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act. Deepak Sharma have resigned on 14/08/2012. 9.S. Ahmedabad were appointed as Auditors and will retire at the ensuing Annual General Meeting. 10. 1956. 12. PARTICULARS OF EMPLOYEES : During the year under report. The securities of the company shall continue to be listed on the Bombay Stock Exchange. up to the year 2012-13 and listing fees of Ahmedabad Stock Exchange is outstanding. with respect to Directors Responsibility Statement. CORPORATE GOVERNANCE : The Report on Corporate Governance required under Clause 49 of the Listing Agreement is annexed. 11. the consent of members is sought for getting its securities delisted from Ahmedabad Stock Exchange as proposed in the special resolution. malicious damages etc. Sanjay Managal has an experience of more than 22 years in the field of capital market and financial management. Auditors’ observation and management’s response to auditor’s observation:The notes and remarks of Auditors’ are self-explanatory and therefore does not require any further clarifications. M/s. 1956. (ii) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent. AUDITORS AND AUDITOR’S OBSERVATION: The present Auditors of the Company M/s. 8. as amended. 8 ANNUAL REPORT 2011-2012 . 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. INSURANCE: The Company’s properties continue to be adequately insured against risks such as fire.S. Looking to the experience the Board recommends their appointment as Directors of the Company. riot. DELISTING OF SECURITIES: At present the equity shares of the company are listed at Bombay Stock Exchange Limited Considering the negligible volume of trading and as a part of its cost reduction measure. Chartered Accountants. 6. Bhaychand Prajapti and Mr. having firm registration no. strike. Arvind Thakkar is a practicing Chartered Accountant since 35 years having a vast experience in the field of Taxation and tax audit matters and Mr.

A. dedication and commitment of employees./ lacs) Total Amount ( Rs. Additional investment and proposal if any being implemented for reduction in consumption of energy : NIL Energy consumption in terms of electricity. Disclosure of particulars with respect to Conservation of Energy POWER AND FUEL CONSUMPTION S. TECHNOLOGY ABSORPTION : FOREIGN EXCHANGE EARNINGS AND OUT GO : NIL B. LDO and Gas has been reduced.24 5. 14.62 36. C.28 36 1. 1956 are applicable. 3. Total energy consumption and energy consumption per unit of production: Form A is annexed. Their enthusiasm and unstinting efforts have enabled the Company to emerge stronger than ever. Adoption and innovation: Only the latest technology has been adopted in the Company.47 3435663 1. Particulars 2010-11 2. 1. Employees and Shareholders. Government Authorities. DEPOSITS : During the year the Company has not accepted any deposit to which the provisions of section 58A of the Companies Act. Energy Conservation measures taken: The Company gives top most priority to energy conservation and has undertaken continues measures in this respect which has shown positive result.24 13. D. ACKNOWLEDGEMENT : Your Directors express their sincere gratitude for the assistance and co-operation extended by promoters. Electricity : Purchased Units (kwh/lacs) Total Amount (Rs. in Lacs ) Rate / Ltr (Rs. GAS : Total Calorific / lacs Total Amount ( Rs. B.NIMBUS FOODS INDUSTRIES LIMITED 13. LDO : ( Light Diesel Oil ) Purchased (Ltr.) CONSUMPTION PER UNIT OF PRODUCTION : Production of Bread & Bakery (Kg) Production of Bread & Bakery from consumption of Maida (per Kg) ANNUAL REPORT 2011-2012 9 .68 23.01 2468075 1.47 53.26 0.85 6.40 2009-10 1.42 32.No. For and on behalf of the Board Place : Ahmedabad Date : 14/08/2012 AMIT KHAKSA Executive Director ANNEXURE TO DIRECTOR’S REPORT: 1. CONSERVATION OF ENERGY : A. Banks. PARTICULARS AS REQUIRED UNDER COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF THE BOARD OF DIRECTORS) RULES. in Lacs ) Rate / Ltr (Rs. The Directors specially acknowledge the hard work. New measures are planned to achieve further reduction in energy consumption.) 2. 2.) 3. 1988 IS AT ANNEXURE-I: 15.43 8.70 25. Research and development ( R & D ) : NIL FORM – A A.76 NIL NIL NIL 1.66 B. in Lacs) Rate / Unit (Rs.

000 Crore per annum and is growing at rate of 35 percent. The Company has very good distribution network and it helps in market penetration. Locations for new units proposed to be launched are chosen in order to keep a check on transportation costs. The Company is planning to set up three new units at Nagpur. • • c. there are signs that the proliferation manufacturers to gain shelf space. which has revitalized some sectors. Toasts Biscuits and Khari. The Company is also manufacturing and marketing various other bakery products except bread in the Brand name of “WOODOO” for the state of Gujarat. It is observed after indulgence in the bread industry since last so many years that the cost of manufacturing Bread and bakery products is low after initial setup of plant and machinery and the tastes and preferences of consumers in bakery products is highly dependent upon the innovative creation of new or existing products which will create handsome opportunities with tremendous profit margins. The Bread & Bakery industry is a fast growing industry and has a very good future potential. The development of in store bakeries (ISBs) has helped to improve perceptions of the quality of bread. Madhya Pradesh. Maharashtra and Rajasthan. and may lead to further opportunities in the future. reminding consumers of its traditional. • • • • THREATS • Although heavy discounting by supermarkets has been less of a problem for the bread market over the past year.NIMBUS FOODS INDUSTRIES LIMITED MANAGEMENT DISCUSSION AND ANALYSIS a. Bread’s image as a commodity product is still likely to act as a brake to any real growth within the market. The development of functional food has already been exploited by some bread manufacturers. Recent Trend and Future Outlook: The Indian market for bread and baker products is estimated at about 10. aesthetic characteristics such as crustiness and aroma. The Company is having manufacturing and marketing of Bread in the Brand name of “MODERN” and for that the Company is having Franchise Agreement with Hindustan Uniliver Ltd. Although the market has reached saturation level in terms of penetration. Opportunities and Threats: OPPORTUNITIES • Difficult market conditions have encouraged manufacturers to concentrate on New Product Development (NPD). there is still scope for increasing the frequency of purchase. The core area of the Company is Bakery products like Bread. The growing interest in organic food offers many opportunities for the bread market. Bakery and Bread which have similar risks and returns and are in one segment only. Pune and Surat with minimum capacity of 30000 loafs per day between the period of two years. in the state of Gujarat. The wide range of product positioning can also be confusing for the consumer. from either side of the unit. Every unit is proposed to be located at a distance of 300 kms. The food related products of the Company incorporate product group’s viz. Segment wise Performance: The Company’s primary business is bakery and confectionery. b. 10 ANNUAL REPORT 2011-2012 . d. Industry Structure and Developments: Nimbus is in the sunshine Industries of Food with a growing market footprint across key states of Gujarat.

For and on behalf of the Board Place : Ahmedabad Date : 14/08/2012 AMIT KHAKSA Executive Director ANNUAL REPORT 2011-2012 11 . Employees relations continue to be cordial and harmonious. e. The Internal control system is improved and modified continuously to meet the changes in the business conditions. Volatility in prices of commodities like wheat. control and governance process. I. cakes by new creative technique for brand image of “WOODOO” in consumers. Financial Performance with respect to operational performance: The Financial performance of the Company for the year 2011-12 is described in the Directors’ Report under the head operations. tiramisu. also increase risks of profit margin as increase in prices of final product is governed by so many factors. Risks and Concerns: Like any other industry Food and specially Bakery and Bread Products are also exposed to risk of competition. f. Internal Control Systems and their Adequacy: Your Company believes in formulating adequate and effective internal control system and implementing the same strictly to ensure that assets and interests of the Company are safeguarded and reliability of accounting data and accuracy are ensured with proper checks and balances. develops and trains them to deliver high quality performance and rewards talent and performance with growth opportunity. Describing the Company’s objectives. statutory and accounting requirements. Maida etc. The management of the Company duly considered and takes appropriate action on the recommendations made by statutory auditors and Independent Audit Committee of the Board of Directors. 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. production of variety biscuits. Cautionary Statement: Statement in this Management Discussion and Analysis Report. The Company is taking necessary steps to safeguards itself from the volatility of commodity prices. The Company’s internal audit function is responsible for assessing and improving the effectiveness of risk management. h.NIMBUS FOODS INDUSTRIES LIMITED The Company is in strong planning of product positioning target and new innovation of bakery products like puddings. g. Therefore it is not easy to increase the price of final products. Material Developments in Human Resources and Industrial Relations Front: The Nimbus Foods Industries Limited continued to place emphasis on human capital and aims at creating a corporate culture that respect people.

a) Composition and category of Directors : Name of Directors Category of Directorship No.A. A report on the matters mentioned in the said clauses and the practices followed by the Company is detailed below. It is continuous journey towards enhancing sustainable value creation and is an upward moving target. Our Company is in compliance with the Corporate Governance guidelines as stipulated under various clauses especially clause 49 of the Listing Agreement entered into with stock exchanges. transparency and accountability. of other Director Ships* Committee (1) Membership (2) Chairmanship in other Companies No. Y Y Y Executive Non-Independent Arvind Thakkar## Non-executive Independent Sanjay Mangal## Non Executive Independent Sharad Khandelwal Non Executive Deepak G. Sharad Khandelwal 26-10-1970 14-02-2011 Master degree in the field of Taxation and having more than 18 years of experience in the related field. It is our Company’s constant endeavour to adopt best Corporate Governance practises and provide oversight and guidance to the management in strategy implementation.A. 1. N. risk management and fulfilment of stated goals. N.NIMBUS FOODS INDUSTRIES LIMITED REPORT ON CORPORATE GOVERNANCE INTRODUCTION Corporate Governance encapsulates corporate fairness.e.f. As on date. An organisation’s growth and stability depends upon co-operation from its stakeholders which can be secured through the assimilation of good governance practices. Prajapati# Non Executive Independent Amit Khaksa — 1 — — — — — — — — — — 7 N. 2. the Board of Directors comprise of FOUR directors of which three are nonexecutive directors. 14th August 2012 Details of the Directors seeking Re-appointment/Appointment in the Annual General Meeting : Brief resume of the Director seeking re-election at the 17th Annual General Meeting Name Age (Date of Birth) Date of Appointment Qualification and experience in specific functional area Mr.A 6 7 7 b) * Private Companies excluded. integrity. None Directorship held in other companies Membership/Chairmanships of Committee in other Public Companies None 12 ANNUAL REPORT 2011-2012 . Sharma# Non Executive Bhaichand G. # upto 14th August 2012 ## w. COMPANY’S PHILOPHY ON CODE OF GOVERNANCE : Nimbus Foods Industries Limited believes in maintaining the highest standards of Corporate Governance. BOARD OF DIRECTORS : The Board of Directors has been constituted in a manner which ensures optimum mix of Executives and NonExecutive Directors.A. of Board Meetings Attended out of 7 Attendance at the AGM held on 22nd September 2011 Yes/No Y N.

customer Relationship Management. None Directorship held in other companies Membership/Chairmanships of Committee in other Public Companies None Brief resume of Executive Director seeking appointment Name Age (Date of Birth) Date of Appointment Qualification and experience in specific functional area Mr.NIMBUS FOODS INDUSTRIES LIMITED Brief resume of the Directors seeking appointment at the 17th Annual General Meeting Name Age (Date of Birth) Date of Appointment Qualification and experience in specific functional area Mr. 1. He supervises the functioning of various departments in the organization such as Sales & marketing. nationalized banks and Companies. Executive Director of the Company aged around 33 years is a Graduate and jointed the Board of the Company in the year 2006 as Director Mr. He has an experience of more than 35 years in the field of audit of firms. project execution for innovative production techniques. quality control and enhancement. Gujarat Equity Services Limited Directorship held in other companies Membership/Chairmanships of Committee in other Public Companies None Name Age (Date of Birth) Date of Appointment Qualification and experience in specific functional area Mr. Estimation. Financial And Capital Market consultancy. Amit Khaksa’s responsibilities in the Company encompass product delivery. Company law matters. Purchase. Taxation and Tax audit matters under Income Tax Act. Sanjay Mangal 16-09-1971 14-08-2012 He is Commerce graduate and he has an experience of 22 years in the financial management and capital market advisory. Arvind Thakkar 30-10-1947 14-08-2012 He is practising Chartered Accountant since 1973. cost audit. — Directorship held in other companies * Private Companies are excluded ANNUAL REPORT 2011-2012 Membership/Chairmanships of Committee in other Public Companies None 13 . process and customer satisfaction. Amit Khaksa. Corporate Communications. Human resources. Amit Khaksa 22-08-1979 01-04-2006 Mr.

collectively having requisite knowledge of finance. Mr. Arvind Thakkar* Sanjay Mangal* Deepak Sharma# Bhaichand Prajapati # Amit Khaksa Status Chairman(w. The meeting of the Board of Directors during the financial 2011-12 were held on 13/04/2011. 28/06/2011. Mr. It also reviews from time to time the overall Compensation structure and related policies with a view to attract. of Meetings Attended N. 03.A. The meetings of Remuneration Committee were held on 20-07-2011. 12/07/2011. Shri Amit Khaksa. The Audit Committee of the Company is reconstituted on 14/08/2012.000/. 14/08/2012 # upto 14/08/2012 REMUNERATION COMMITTEE : The Board Committee is vested with the responsibilities to function as per SEBI Guidelines and Companies Act. The Composition and attendance of directors in Remuneration Committee during the year is as underSr. The committee recommends the appointment of external auditors and their fees and payments and also takes an overview of the financial reporting process to ensure that financial statements are correct sufficient and credible. 10/08/2011. Mr. Joint Managing Director was paid Rs 3. Mr. 04. The report of the statutory auditors is reviewed along with managements’ comments and action-taken reports.e.as remuneration during the year 2011-12.NIMBUS FOODS INDUSTRIES LIMITED BOARD PROCEDURES : The Board of Directors meets at least once a quarter to review the performance and Financial Results. The meetings of the Audit Committee were held on 12/05/2011. All major decisions/ Approvals are taken at the Meeting of the Board of Directors such as policy formation. 14/08/2012 Details of remuneration paid: 1.f.e.e. Statutory Compliance etc. accounts and company law. of Meetings Attended N. No. Director Mr. No Sitting Fees. 4. as specified by the Board.f 14/08/2012) Member Member Chairman(upto 14/08/2012) Member No.f. 05. 03. Mr. 08/11/2011 & 05/02/2012 during the year. N. The committee members are all non-executive and majority being the independent directors. The Remuneration Committee of the Company is reconstituted on 14/08/2012. No. motivate and retain employees. 02. * w.A. Mr. 04. 10/ 11/2011 and 07/02/2012. and 05-03-2012 during the year.A. budgets. 2. includes the whole as specified in the clause 49 of the listing agreement. Sanjay Mangal* Deepak Sharma# Bhaichand Prajapati # Sharad Khandelwal Amit Khaksa Status Chairman(w. 05. 02. 14/05/2011. 12/08/2011. investment opportunities.00. 3 3 2 3 # upto 14/08/2012 * w. financial reporting systems. Director Mr. The Chairman/Director briefs the Directors at every Board Meeting about the overall performance of the Company. 4 4 4 c) 3. Commission of Stock Option has been offered to the Directors. 10-11-2011. The Composition and attendance of directors in Audit Committee during the year is as underSr. 14 ANNUAL REPORT 2011-2012 . Mr.e. A detailed agenda file is sent to all Directors well in time of the Board Meetings. internal control systems and procedures besides ensuring compliance with regulatory guidelines.f.14/08/2012) Chairman(upto 14/08/2012) Member Member Member No. 1956 and recommends to the Board compensation package. 01. including a review of audit procedures and techniques. Mr. AUDIT COMMITTEE : Term of reference: The terms of reference of the Audit committee. 01. Business plans.

DISCLOSURES : (a) The Company has not entered into any transaction of material nature with the Promoters. GENERAL BODY MEETINGS : Details of last three Annual General Meetings of the Company are given below: Financial Year 2010-2011 2009-2010 2008-2009 Date 22-09-2011 25-09-2010 30-09-2009 Time 11 Morning 10:15 Morning 12:00 Noon Venue Plot No. Shri Amit Khaksa. GIDC Industrial Area. GIDC Industrial Area. Ahmedabad . These Financial Results are normally published in “Free Press Gujarat” of English Edition and “Lokmitra” of Gujarati Edition. the Company regularly intimates Unaudited/ Audited Financial Results to the Stock Exchange/s immediately after they are taken on record by the Board of Directors.Ahmedabad . GIDC Industrial Area. Ahmedabad .382 330 ANNUAL REPORT 2011-2012 15 . (b) Postal Ballot was conducted by the Company during the financial year 2011-12 and following three Special Resolutions were passed through postal ballot.B-13 & 14 Phase .382330 6.382330 Plot No. Naroda. (ii) Approval under Section 293(1)(a) of the Companies Act.Ahmedabad . 1956. B-13 & 14Phase – II. 5. SHAREHOLDERS’ INFORMATION : (a) Registered Office : Plot No. nor any penalty imposed by the Stock Exchange/s or SEBI or any other authorities. share Transfer. 2012 Time : 11. Venue : At the Registered Office of the Company at: Plot No. 2012. (b) Annual General Meeting : Day : Thursday Date : 27th September. Naroda. B-13 & 14Phase – II.II. Executive Director is the Compliance Officer for the above purpose.Ahmedabad . MEANS OF COMMUNICATION : (a) In compliance with the requirements of the Listing Agreement. (iii) Approval to Issue Convertible Warrants to Promoter and Non-Promoters Group on preferential basis. Naroda. 7. the Directors or the Management that may have any potential conflict with the interest of the Company. (b) During the year ended on 31st March.00 A. SHAREHOLDERS/INVESTORS’ GRIEVANCES COMMITTEE : The Board has constituted Shareholders/Investors’ Grievances Committee for the purpose of effective redressal of the complaints of the shareholders such as Dematerialisation. 2012. Shri Amit Khaksa. no presentation was made to institutional investors or analyst or any other enterprise. Chairman and Shri Sharad Khandelwal are members of the Committee.382 330. The Company received 2 complaint during the year. Non-receipt of Balance Sheet etc. There was no valid request for transfer of share pending as on 31st March. Naroda.NIMBUS FOODS INDUSTRIES LIMITED 5. Naroda. B-13 & 14Phase – II. on any matters related to Capital Market during the last three years. 1956 for mortgage and/or charge of movables and immovable properties of the Company. GIDC Industrial Area. GIDC Industrial Area. Note : (a) No special Resolution passed in the last AGM of the Company. (i) Approval to Increase in the limit of investment/loan/giving guarantee and/or providing security under Section 372A of the Companies Act. (b) There was neither been any non-compliance of any legal provision of applicable law.382330 Plot No.B-13 & 14 Phase-II. 6.M. (c) Management Discussion and Analysis form part of the Annual Report. The Company has no subsidiary.

ahmedabad@shareproservices. 2011 January. Opp.35 1.19 Shares Traded (No. (j) Stock Price Data : The shares of the Company have been traded at the Bombay Stock Exchange during 1st April.89.46 1. Ellisbridge.763 5.) 2.20.81.257 25. Ahmedabad Stock Exchange Limited. 2012.05 2.94 1. 2.Floor.00 2. Shajanand College.031 7.18 1.NIMBUS FOODS INDUSTRIES LIMITED (c) Financial Calendar (tentative) 1st Quarter Results Half-Yearly Results 3rd Quarter Results Yearly Results (Un-audited) (d) Book Closure Dates : : : : : : 2nd week of August. the 27th September 2012 (Both Days inclusive) Not Applicable.95 1.37 1. 2012 2nd Week of November. Sanyash Ashram.080 25.42.02 1.163 5.629 5. 2011 June. The information of Stock Price data are submitted here under: Month High(Rs.30.41 1. Request for dematerialization of securities are processed and confirmation is given to the depositories within 15 days.84.60 2. 4th. 2011 November. Opp.46 2.70 BSE Low(Rs.88 2. Mumbai-400001 (f) Listing of shares on Stock Exchanges : (g) Stock Code (h) Registrar and Share Transfer Agents : : ASE BSE 36004 531598 The Company has appointed the below mentioned agency as Registrars and share Transfer Agents (RTA) for both physical and Demat Segment of Equity Shares of the Company: SHAREPRO SERVICES (INDIA) PVT. 2012 March.489 12. 2012 February.359 5.) 20. 079-26582385 Email: sharepro. Ahmedabad-380 015. AHMEDABD – 380006 Tel No.71 1.66. the 20th September 2012 Thursday.69 1. Ambawadi. Kamdhenu Complex.09 1. 2013 From To (e) Dividend Payment Date : : : Thursday. 2011 July. 2011 October.42 1. 2011 September. 2011 August. Phiroze Jeejeebhoy Towers. if documents are clear in all respects.15.078 12.) April.26.36 1.51 1. 2011 December. 2012 End January 2013 2nd week of May. 1st Floor. Fort.567 6. 2011 to 31st March.68 1.98.35 1.64.715 3. 416-420. LTD.02 1. Dalal Street. 1. Devnandan Mall. Panjara Pole. 2012 2. 079-26582381/82/83/84 Fax No.com (i) Share Transfer System : Securities lodged for transfer at Registrar’s address are normally processed within 15 days from the date of lodgement. 2011 May. Bombay Stock Exchange Limited.606 ANNUAL REPORT 2011-2012 16 .82.

2012.Floor. Nr.536 7.913 4.05 54. : (079) 2281 3445 Fax No.com For any assistance regarding correspondence dematerialisation of shares.ahmedabad@shareproservices. 4th. a total of 44364799 Shares of the Company which is 87.B-13 & 14. change of address.105 3. share transfers.043 6.24 — — 20.I. non-receipt of divided or any other query. 416-420.941 3.976 65.26. relation to shares: Registered Office : Plot No. of EquityShares Held Up to 500 501 to 1000 1001 to 2000 2001 to 3000 3001 to 4000 4001 to 5000 5001 to 10000 Above 10000 Grand Total No. Jaipur (Leased) Plant is located at E-421/422.00 8. Ellisbridge. of Share held 1.757 2. : (079) 2281 4023 E-mail : info@nimbusfoods. 079-26582385 Email: sharepro. For and on behalf of the Board Amit khaksa Executive Director Place : Ahmedabad Date : 14/08/2012 ANNUAL REPORT 2011-2012 17 .268 100 No.302023 ADDRESS FOR CORRECPONDENCE : SHAREPRO SERVICES (INDIA) PVT.79. Devnandan Mall. Amit Khaksa.28. Sanyash Ashram.50. V. B-13 & 14. LTD. 2012: No.in Compliance Officer : Mr.872 5.144 2. 9. The ISIN No.09 100.465 5.750 3. Naroda.000 outstanding Warrants for the conversion into Equity Share. As on 31st March.615 — — 1.K. 079-26582381/82/83/84 Fax No.952 100 (l) Category of Shareholders as on 31st March. Executive Director. Kailash Canteen. Naroda. Road No.02. Ahmedabad-382 330. The Company’s equity shares are compulsorily traded in dematerialized from.152 24. Area.11.411 27500 3. Jaipur . GIDC Industrial Area.08. 2012: Category Promoters & PAC Financial Institutions/ Banks Mutual Fund Bodies Corporate NRIs Public Grand Total No. Phase-II. (m) Outstanding GDRs/ADRs/Warrants: The Company has not issued any GDRs/ADRs.05. of Shares Held 1459106 2938574 3512819 2470958 1069396 1796559 4052635 33511033 50811080 % of shareholding 2. of Shareholders 5431 3374 2170 914 290 372 533 442 13526 % of Share Holders 40.NIMBUS FOODS INDUSTRIES LIMITED (k) Distribution of Shareholding as on 31th March.00. AHMEDABAD – 380006 Tel No. Ahmedabad-382 330 Telephone Nos. of the Company is INE301B01020. Opp.783 6. at the end of the financial year 2011-12.31% of the share Capital of the Company stands dematerialised. 17. transactions.84.67 0. OFFICE & PLANT LOCATION : The Company’s Office and Ahmedabad Plant is located at Plot No.080 % of Shareholding 25.945 16.863 2. The Company has 2. GIDC Industrial Area. (n) Dematerialisation: The Company has entered into Agreement with National Securities Depository Limited (NSDL) and Central Depository Services (india) Limited (CDSL) for Dematerialisation of Shares.

and the representations made by the Directors and the Management. of the management or an employee having a significant role in the company’s internal control system. The compliance of the conditions of Corporate Governance is the responsibility of the management. adopted by the Company for ensuring the compliance of the conditions of Corporate Governance. I further certify that we have indicated to the auditors and Audit Committee: (a) There have been no significant changes in internal controls during the year. we certify that the Company has complied with the conditions of Corporate Governance as stipulated in the above mentioned Listing Agreement. Amit Jogendra Khaksa. (b) There have been no Significant changes in accounting policies during the year and that the same have been disclosed in the notes to the financial statements. To the best of my knowledge and belief.NIMBUS FOODS INDUSTRIES LIMITED DECLARATION I.No. 4. For B. These statements do not contain any untrue statement of a material fact or omit to state a material fact or contain statements that might be misleading 2. We state that such compliance is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness with which the management has conducted the affairs of the Company. In our opinion and to the best of our information and according to the explanations given to us. (c) There have been no instances of significant fraud of which they have become aware and the involvement therein. 2012. For and on behalf of the Board Place : Ahmedabad Amit khaksa Date : 14/08/2012 Executive Director CERTIFICATE ON CORPORATE GOVERNANCE The Members of Nimbus Foods Industries Limited Ahmedabad We have examined the compliance of the conditions of Corporate Governance by Nimbus Foods Industries Limited for the year ended on March 31. if any. It is neither an audit nor an expression of opinion on the financial statements of the Company. These statements together present a true and fair view of the Company’s affairs and are in compliance with existing accounting standards. Our examination was limited to procedures and implementation thereof. 3. and I have evaluated the effectiveness of the internal control system of the Company and I have disclosed to the auditors and the Audit Committee. Executive Director of the Nimbus Foods Industries Ltd.S. Place : Ahmedabad Date : 14/08/2012 Amit Khaksa Chairman & Executive Director ANNUAL REPORT 2011-2012 18 . I am responsible for establishing and maintaining internal controls over financial reporting for the company. Chairman & Whole time Director designated as Executive Director of Nimbus Foods Industries Limited to the best of my knowledge and belief certify that: 1. hereby declare that as of March. of which I am aware and the steps I have taken or propose to take to rectify these deficiencies. applicable laws and regulations. 2012. as stipulated in clause 49 of the Listing Agreement of the said Company with the Stock Exchanges. RAJPUT & ASSOCIATES Chartered Accountants FRN:119760W Place : AHMEDABAD Date : 14/08/2012 Bhupendra Singh Rajput Partner M. if any. no transactions entered into by the company during the year are fraudulent. illegal or violative of the company’s code of conduct.: 106729 CHAIRMAN & WHOLE TIME DIRECTOR (WTD) DESIGNATED AS EXECUTIVE DIRECTOR CERTIFICATION: I. Amit Khaksa. deficiencies in the design or operation of internal control system. all the Board Members and Senior Management Personnel have affirmed compliance with Code of Conduct for the Board Member and Senior Management Personnel laid down by the Company. 5. 31.

the Statement of Profit & Loss and Balance Sheet comply with the Accounting Standard referred to in Sec.NIMBUS FOODS INDUSTRIES LIMITED AUDITORS REPORT To the Members of NIMBUS FOODS INDUSTRIES LIMITED 1. have been kept by the Company so far as appears from our examination of the books. Our responsibility is to express an opinion on these financial statements based on our audit. 2012 and the Statement of Profit & Loss of the Company for the year ended on 31st March.: 106729 2. We believe that our audit provides a reasonable basis for our opinion. of the state of affairs of the Company as at 31st March. The Balance Sheet and Statement of Profit & Loss. We conducted our audit in accordance with auditing standards generally accepted in India. in the manner so required and give a True and Fair view in conformity with the accounting principles generally accepted in India : a) b) c) In the case of the Balance Sheet. 4.1999. These financial statements are the responsibility of the Company’s management. 1988 issued by the Company Law Board in terms of Section 227 (4A) of the Companies Act. are in agreement with the books of Accounts. we report that : i) ii) iii) iv) We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit. 1956 and in terms of information and explanation given to us and also on the basis of such checks as we considered appropriate.. 2012 annexed thereto and report thereto. 2012 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act. v) vi) 19 . RAJPUT & ASSOCIATES Chartered Accountants FRN:119760W Place : AHMEDABAD Date : 14/08/2012 ANNUAL REPORT 2011-2012 Bhupendra Singh Rajput Partner M.1956.. These standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement..S. As required by the Manufacturing and other Companies (Auditors Report) order. as amended by the Companies ( Amendment ) Act.1956. dealt with by this report. as well as evaluating the overall financial statement presentation.. For B. In the case of the Cash Flow statement. In our opinion and to the best of our information and according to the explanations given to us. as required by Law. We have audited the attached Balance Sheet of Nimbus Foods Industries Limited as at 31st March. the said accounts give the information as required by the Companies Act. In our opinion. In our opinion. we give in the Annexure a statement on the matters specified in paragraph 4 and 5 of the said order. 1956.2012 and In the case of the Statement of Profit & Loss. Further to our comments in the Annexure referred to above.. on a test basis. On the basis of the written declaration received from the directors and taken on record by the board of directors. An audit also includes assessing the accounting principles used and significant estimates made by the management. An audit includes examining. proper books of accounts. of the cash flows for the year ended on that date. we report that none of the Directors of the Company is disqualified as at 31st March. of the Profit for the year ended on that date. 211(3) (C) of the Companies Act. evidence supporting the amount and disclosures in the financial statements.No. 3.

359. we are of the opinion that the transactions that need to be entered into the register maintained under section 301 of the Companies Act.. All the assets have been physically verified by the management during the year and also there is a regular programme of verification which. the rate of Interest is NIL and other terms and condition on which loans have been taken / granted to companies. we have not observed any continuing failure to correct major weaknesses in internal controls. 1956. The discrepancies noticed on verification between the physical stock and the book records were not material. prima facie .1956 and exceeding the value of rupees five lakhs in respect of any party during the year have been made at prices which are reasonable having to prevailing market prices at the relevant time. No material discrepancies were noticed on such verification. The company has taken loan of Rs. the company has not accepted any deposits from public and hence directives issued by the Reserve Bank of India and provisions of Section ANNUAL REPORT 2011-2012 20 . the frequency of verification is reasonable. 15. firms or other parties listed in the register maintained under section 301 of the Companies Act. During the year under consideration the company given the advances amounting to Rs. During the year under consideration the Company has not taken any further loans. the transactions made in pursuance of contract or arrangements entered in the register maintained under section 301 of the Companies Act. in our opinion.NIMBUS FOODS INDUSTRIES LIMITED ANNEXURE OF THE AUDITORS’ REPORT TO THE MEMBERS OF NIMBUS FOODS INDUSTRIES LIMITED (Referred to in paragraph 3 of our report of even date) (i) a) b) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.. prejudicial to the interest of the Company. The year-end balance of advance given to such parties was remaining Rs. According to information and explanation given to us the company has not disposed off substantial parts of fixed assets during the year. The Company is regular in repaying amounts as stipulated and has been regular in the payments. In our opinion and according to the information and explanations given to us. 1956 have been so entered. 15.. firms or other parties listed in the register maintained under section 301 of the Companies Act.36 lacs. fixed assets and with regard to the sale of goods.. The year-end balance of loans taken remains Rs. a) According to the information and explanations given to us. The inventory has been physically verified during the year by the management. In our opinion. 496. 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. The company is maintaining proper records of inventory. 1956 c) (ii) a) b) c) (iii) a) b) c) d) (iv) In our opinion and according to the information and explanations given to us there are adequate internal control procedures commensurate with the size of the company and the nature of its business with regard to purchases of inventory.00 lacs. is reasonable having regard to the size of the company and the nature of its assets. During the course of our audit.42 lacs against supply of goods and services to such related parties which is covered in the register maintained under section under section 301 of the Companies Act. (v) b) (vi) In our opinion and according to the information and explanations given to us.00 lacs from one party in earlier years which is covered in the register maintained under section 301 of the Companies Act.1956 are not .. According to the information and explanation given to us there is no overdue amounts of loans taken or granted to / from companies. 1956. In our opinion.

the question of creating securities in the respect thereof does not arise. as at 31st March.1956.No. (x) The company has not raised any money by way of public issue during the year. According to the information and explanations given to us. (xxi) Accordingly to the information and explanations given to us. no fraud on or by the company has been noticed or reported during the course of our audit. no undisputed amounts payable in respect of income tax. the term loans have been applied for the purpose for which they were raised. the company has not defaulted in repayments of its dues to banks or financial institution . income tax. (xvi) In our opinion. For B. (xii) The company has not granted any loans or advances on the basis of securities by the way of pledge on shares. 2012 for a period of more than six months from the date they became payable. cess and other material statutory dues applicable to it. debenture . Therefore the provisions of clause 4(xiii) of the Companies ( Auditors report ) order. 2003 are not applicable to the company . (viii) The Central Government has not prescribed maintenance of cost records under 209(1)(d) of the Companies Act. or the investments and hence requirement of clause 4(xiv) of the Companies ( Auditors report ) order. custom duty. debentures or other securities . 2003 are not applicable to the company. (during the year under review). (ix) a) According to the records of the Company the company is regular in depositing with appropriate authorities undisputed statutory dues including employees’ state insurance.. we report that the no funds raised on short-term basis have been used for long-term investment. sales tax. b) (x) (xi) In our opinion.S.1956 .: 106729 ANNUAL REPORT 2011-2012 21 . excise duty and cess were in appears. sales tax. (xiii) In our opinion the company is not a chit fund or a nidhi . (xvii) According to the information and explanations given to us and on an overall examination of the balance sheet of the company. No long-term fund has been used to finance short-term assets except permanent working capital. excise duty. (xviii) The company has made preferential allotment of shares to parties and companies which is covered in the register maintained u/s 301 of the Companies Act. mutual benefits fund society. 1956 and the rules framed there under are not applicable for the year under audit. RAJPUT & ASSOCIATES Chartered Accountants FRN:119760W Place : AHMEDABAD Date : 14/08/2012 Bhupendra Singh Rajput Partner M. In our opinion and according to the information and explanation given to us. custom duty. the company has no accumulated losses and has not incurred cash loss during the year. (vii) In our opinion. (xv) According to the information and explanation given to us the company has given guarantee for loan taken by other from banks and financial institutions. (xix) No debentures have been issued by the company and hence.. the company has an internal audit system commensurate with the size and nature of its business. (xiv) In our opinion the company is not dealing in trading of shares .NIMBUS FOODS INDUSTRIES LIMITED 58A and 58AA of the Companies Act. securities .

444 32.316 5 19.03.426.670.2012 Rs.03. The previous year’s figures have been regrouped and reclassified wherever necessary.189 As at 31.044. Rajput & Associates Nimbus Foods Industries Limited Chartered Accountants (FRN : 119760W) (Amit Khaksa) Executive Director (Bhupendra Singh Rajput) Partner (Sharad Khandelwal) Place : Ahmedabad Director Dated : 14/08/2012 22 ANNUAL REPORT 2011-2012 .916 366.626 3. EQUITY AND LIABILITIES 1.984 14.110. 2012 PARTICULARS I.544.311 6 7 Significant accounting policies and notes to accounts 22 Note : Figures in brackets indicate negative figures. As at 31.037 365.306.332 1.911.497.325 425.811.722 1.316 21.053 3.279 6.905.327.202 29.320 53.075 1.874 111.S.775.284.000 4.812.979.585 186.500 45.384 4.464 18.281 8 9 10 11 12 13 5.004.873.119.501 4 22.621.080 7. Non-current assets (a) Fixed assets (i) Tangible assets (ii) Intangible assets (iii) Capital work-in-progress (iv) Intangible assets under development (b) Non-current investments (c) Deferred tax assets (net) (d) Long-term loans and advances (e) Other non-current assets 2.080 20.005 79.259 4.current liabilities (a) Long-term borrowings (b) Deferred Tax liabilities (Net) (c) Other Long term liabilities (d) Long-term Provisions 4. Share application money pending allotment (To the extent not refundable) 3.627.619.111 37.000.000.351 3.883.497.152.790.908 111.876.440 342.226.201.475.251.300 53.027.300 28.189 5.2011 Rs.104.169.231. Shareholders’ funds (a) Share Capital (b) Reserves and Surplus (c) Money received against share warrants 2.446 79. 50.911 316.NIMBUS FOODS INDUSTRIES LIMITED BALANCE SHEET AS AT 31ST MARCH.558 15.717 6.426.861 8.358 13. In terms of our report of even date On behalf of the Board of Directors For B. 1 2 71. Rs. Rs. Non.404 21.427 50.518 591. Current assets (a) Current investments (b) Inventories (c) Trade receivables (d) Cash and Bank Balances (e) Short-term loans and advances (f) Other current assets TOTAL Note No.000 7.716.811.615 58.369 3 5.289 3. Current Liabilities (a) Short term borrowings (b) Trade payables (c) Other current liabilities (d) Short term provisions TOTAL II ASSETS 1.

683 19.548.090 1.026.884.876.066.224.2011 Rs.182.05 94.822.003 15 (3.995 2.995 1.632 93.708.S.589 17 63.445 1.236 34.256 209.182. Rs.182. Upto 31.884.481 878.933.721. 14 105.866.708.700 5.043 1.926 26.274. work in progress and Stock-in.757 18 19 20 21 XII Profit/(Loss) for the period from discontinuing operations XIII Tax expense of discontinuing operations XIV Profit/(Loss) from discontinuing operations (after tax) (XII-XIII) XV Profit/(Loss) for the period (XI + XIV) XVI Earnings per equity share: (1) Basic 0. 2012 PARTICULARS Revenue from operations: Sale of Products Sale of Services Other Operating Revenues Less: Excise Duty Increase in Inventory II Other Income III Total Revenue (I + II) I Expenses Cost of Materials Consumed Purchases of Stock in Trade Changes in inventories of finished goods.X) Note No.225 1. Rajput & Associates Chartered Accountants (FRN : 119760W) (Bhupendra Singh Rajput) Partner Place : Ahmedabad Dated : 14/08/2012 ANNUAL REPORT 2011-2012 On behalf of the Board of Directors Nimbus Foods Industries Limited (Amit Khaksa) Executive Director (Sharad Khandelwal) Director 23 .150.084 294.149 Upto 31.305.316. 66.392 3.2012 Rs.708. Profit before extraordinary items and tax (V-VI) VIII Extraordinary items IX Profit before tax (VII-VIII) X Tax expense: (1) Current tax (2) Deferred tax (3) Prior Period Adjustments IV XI Profit/(Loss) for the period from continuing operations (IX .629 7.757 3.090 4.105.392.043 2.090 4.461 2.06 Significant accounting policies and notes to accounts 22 Note : Figures in brackets indicate negative figures.121 1.405.trade Employee benefits expense Finance Costs Depreciation and amortization expense Other expense Total Expense V Profit before exceptional and extraordinary items and tax (III-IV) VI Exceptional Items VII. Rs.296 0.073.000 155.05 0. In terms of our report of even date For B.03.757 3.392.437) 16 276.395.500 4.095 1.413) 103.024 (2.100.003 .142.563.113.296 2. The previous year’s figures have been regrouped and reclassified wherever necessary.933.594.876.095 2.416 98.625 94.06 (2) Diluted 0.000 182.03.NIMBUS FOODS INDUSTRIES LIMITED STATEMENT OF PROFIT AND LOSS FOR THE PERIOD ENDED 31st March.548.106 96.

593.222) 2.791 As at 31.100.757 A.399) Cash generated from Operating Activities Lees : Direct Tax Provisions Net Cash flow Operating Activities B.405.481) Sundry Debtors (82.683 3.744.721 (4.548 Adjusted for Inventories 3. Cash Flow from Investing Activities Purchase of Fixed Assets Sales of Fixed Assets Adjustment of Taxation of earlier year Decrease in Profit & Loss A/c ( Dr Balance ) Increase in Investments Net Cash used in Investing Activities C.859 1.354 (3.373.050 1.978 (8. Rs. The previous year’s figures have been regrouped and reclassified wherever necessary.472) 3.050.701.211.427.922.444 Note : Figures in brackets indicate negative figures.287) (11.000) (3.182.433.754) (1.225) (1.794.090 1.775.820 8.284.699.065 5.926 111.573) (42.455.711.000 18.724.395.745) 12.844.478.150.508.862 546. Rajput & Associates Nimbus Foods Industries Limited Chartered Accountants (FRN : 119760W) (Amit Khaksa) Executive Director (Bhupendra Singh Rajput) Partner (Sharad Khandelwal) Place : Ahmedabad Director Dated : 14/08/2012 24 ANNUAL REPORT 2011-2012 . Cash Flow from Financing Activities Issue of Shares at Premium Share application money received Increase in Secured Loan Increase in Capital Reserves Increase in Unsecured Loan Net Cash used in Financing Activities Net increase in Cash and Cash Equivalents (A+B+C) 15.804. 2012 PARTICULARS As at 31.721.284.438 (1.851) Opening Balance of Cash and Cash Equivalents 8.854 (0) 35.2011 Rs. 4.991 (836. 3. Rs.03.178.976 1.178.075 (37. In terms of our report of even date On behalf of the Board of Directors For B.631) (3.NIMBUS FOODS INDUSTRIES LIMITED CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH.969.812.231) 664.223.708.398) (1. Cash Flow from Operating Activities Net Profit before tax and Extraordinary Items Adjusted for Depreciation and amortization expense Loss on Sale of Asset Operating Profit before Working Capital Changes 5.500 1.238.754) (5.516.838.294) Loans & Advances (39.851) (1.075 Closing Balance of Cash and Cash Equivalents 4.615) (2.2012 Rs.000) (38.S.292.819) 6.03.142.779.603) Current Liabilities & Provisions (6.108 1.082 (34.

000.000 ISSUED SUBSCRIBED & PAID UP : 50811080 Equity Shares of Re.2012 (Rs.NIMBUS FOODS INDUSTRIES LIMITED NOTES FORMING PART OF BALANCE SHEET AS AT 31ST MARCH 2012 As At 31.Tax) (Disclose Amt of Dividend Per Share) Transfer to Reserves Bonus Shares Closing Balance Share Premium In Nos 5.000 In % 9.000 50.000.000 20.354.811.000 8.240.232.811.080 50.172 3.99 5.000.296 5.000 92.) 92.080 45.000.000 92.080 50.232.811.811.050.29 2.811.22 In Nos 8.080 5.000.000 ) Equity Shares of Rs.000.000 2.822 2.117 2.095 8.000.240.811.2011 (Rs.117 7.588 In % 17.080 Amt(Rs) 45.080 45.080 45.) NOTE : 1 AUTHORISED CAPITAL : 92.232.080 Amt(Rs) 45.000 50.747.000( 92. 1/.03.84 16.811.811.080 List of Share holders having 5% or more Shares (In Nos) Name Of Shareholders Vraj Consultancy Services Pvt Ltd Swarnjyot Finvest Pvt Ltd Nimbus Finvest Pvt. 1/.080 45.080 45.Y.811. NOTE : 2 RESERVE & SURPLUS Capital Reserve Opening Balance Add : Transfer from Statement of Profit & Loss Less : Appropriations Closing Balance Statement of Profit & Loss Opening Balance Add: Profit During The Year Less: Proposed Dividend (Incl .811.811.212 10.232.905.03.000 92.172 5.384 2.Each fully paidup (P.289 ANNUAL REPORT 2011-2012 25 .811.811.747.623.172 2.811. 45811080 Equity Shares) 50.080 Reconciliation of Shares: Opening Share Capital Add: Shares issued During the year Add: Rights/Bonus Shares Issued Total Less: Buy back of Shares Less Reduction in Capital Closing Share Capital Nos 45.876.421. Ltd.080 50.172 2.979.000.080 5.080 Nos 45.392.each As At 31.811.000.080 45.811.

916 186.644 1.000 3.404 26 ANNUAL REPORT 2011-2012 .320 12.429 191.010 133.247 311.558 1.916 355.201.332 (C) Short Term Provision Other Provisions Provision for Taxation 2.NIMBUS FOODS INDUSTRIES LIMITED As At 31.440 (B) Deferred Tax liabilities (Net) Deferred Tax Liabilities 342.557.374 14.603 347.440 4.004.596 261.934 5.104.966.428.104.150.383.558 1.152.) NOTE : 3 NON.000 931.911 342.000 1.911 186.945 21.500.CURRENT LIABILITIES (A) Long term Borrowings Term Loans Loans & Advance from Related Parties Loans and Advances from Others Others 1.404 366.799 316.044.585 As At 31.163 7.2012 (Rs.722 366.2011 (Rs.380 257.) NOTE : 4 : CURRENT LIABILITIES (A) Short term Borrowings Unsecured Deposits from Dealer Other Loans and Advances 1.561 3.883.03.320 1.03.319.938 3.984 (B) Trade Payables For Goods/Services For Expenses For Statutory Dues For Advances From Customers 8.500.

110.463.354 254.596.907 42.591.827.449.2012 (Rs. 365.337.518 21.310.416 1.202 GROSS BLOCK ADDITION DEDUCTION TOTAL OPENING BALANCE 1.295 9.825 182.832.329.615 365.89% 13.051.489 DEPRECIATION BLOCK ADDITION Reversal due to Capital Subsidy 220.100 51.918 17.123.495.415 1.392.909 4.142 30.327.00% 13.000 30.Associate Concern In Equity Shares-Unquoted .215.482.133 - .615 425.000.750. NET BLOCK TOTAL 31.020 2.000 5.051 54.03.005 733.949 153.783 .) 591.3.000.238.664.00% 13.544 2.796 - 182.585.590 107.000 8.656 219.652 17.716 21.074 29.371.666 36.407 259.124.91% OPENING BALANCE 4.000 ANNUAL REPORT 2011-2012 27 .215.568.91% 40.10% 13.251.585 34.701 26.285. Ltd.568.325 NOTE : 7 : OTHER NON CURRENT ASSETS Preliminary & Pre-Operative Exp.000.766.905.716 5.560 21.645 41.) NOTE : 6 : NON CURRENT ASSETS Long term Loans & Advances Security Deposits Loans and Advances to Related Parties Other Loans and Advances (Specify Nature) 1.944 361.149 As At 31.2011 (Rs.929 256.329 150.687 41.202 As At 31.427 NOTE : 8 : CURRENT ASSETS (A) Non Current Investments Long Term Investment .028.133 1.820 408.208 1.193 9.427 425.050 36.100 51.934 2.037 1.033 336.906 DED.458 1.527 2.568 399.479.754 311.91% 18.358 817.447 37.415 .714.000.472 577.055 92.926.313 2.421 29.920 265 7.466 .1.000 5.00% 10.327.273 538.238.911.3.143.160 39.91% 13.045.121 6.000 4.195 .03.332 195.364. ( 500000 Equity Shares of Rs.645 153.944 369.135 1.each Fully paid-up) 5.371.000 2.534.871 19.7.239 249.959 575.% GIDC Plot Building Plant & machinery Computer & Printers Cycle Furniture & Fixtures Workshop Equipment Office Equipment Motor Car Scooter GIDC Flat Vehicle TOTAL PREVIOUS YEAR Construction WIP 0.256 34.NIMBUS FOODS INDUSTRIES LIMITED NOTE : 5 FIXED ASSETS AS AT 31ST MARCH.1.643 439.195 808.387 9.00% 13.082 1.162 1.000 14.430 1.573.91% 10.883 1.111 13.000 5.731.202 1. 10/.713.959 10.048.217 3.416 16.130.664.033 30.021.702 54.2011 1.165 226.365.413 402.195 534.182.503 7.946 13.949 230.276 591.006 143.230 36.952.882.149.687 36.714.889 .642 17.2012 31.688 .446.719 2.349 - .439 7.000 5.719 3.111 8.503.332 195. fully paid up 500000 Govindam Agro Foods Pvt.5.952 9.023 825.825 4.287 402.000 3.147 60.278 1.466 1.478 .217 3.91% 25.5.262 1.759. 2012 PARTICULARS RATE OF DEP.

027.047 1.016.925 6.168 1.619.300 3.427 611.500 851.726 4.03.533 2.706 4.444 NOTE : 12 (E) Short term Loans & Advances Loans and Advance to Directors Loans and Advance to Others Advances to Suppliers Prepaid Expenses Advances Staff and Others Balance with Statutory Authorities 547.300 3.169.607.03.489.279 NOTE : 10 (C) Trade Receivables Over Six Months Below Six Months Less: Provision for Doubtful Debts 6.450.2012 (Rs.) 28 ANNUAL REPORT 2011-2012 .155 4.873.626 NOTE : 13 (F) Other Current Assets 3.185 32.010 7.522.861 2.717 As At 31.042 4.NIMBUS FOODS INDUSTRIES LIMITED As At 31.892.775.176.620 179.949.415 1.107 17.544.357.259 NOTE : 11 (D) Cash & Bank Balances Cash on Hand Balance with Banks In Current Accounts In Fixed Deposit Accounts 740.165 1.103 8.319.053 3.035.284.059 773.064.540 696.) NOTE : 9 (B) Inventories Raw Material Packing Material Work In Process Stock-in-Trade Stores and Spares 1.765.300 828.836 43.300 3.480.2011 (Rs.006 1.583 12.627.075 4.055 4.524.402 3.

883 958.481 7.984. Bonus etc.03.548.252 82.625 NOTE : 17 PURCHASE Material Purchase 63.926 1. Year Ended 31.169.871 59.279 7.933.936 2.142.043 4.073.024 362.144 302.605 276. Wages.235 1.303 74.594.03.066 40.230 501.683 ANNUAL REPORT 2011-2012 29 .346.667 209.121 NOTE : 20 DEPRECIATION AND AMORTIZATION EXPENSE Depreciation Amortization Exp 1.700 NOTE : 18 EMPLOYEE BENEFIT COSTS Salaries.F.) NOTE : 14 SALES Sales 105.988 134.933.114 59.026. E.084 4.774.594.043 94.759 56.) 94.661.437) 7.367 91.812 1.721.027.NIMBUS FOODS INDUSTRIES LIMITED NOTE FORMING PART OF STATEMENT OF PROFIT & LOSS Year Ended 31.I and Other Statutory Funds Workmen and Staff Welfare Expenses 5.169.S.256 NOTE : 19 FINANCE COSTS Interest on Term Loan Interest on Unsecured Loans Interest Others 246.517.445 200.716 (3.065 54.961 5.454 8.365 294.884. Contribution to P.626 878.2011 (Rs.548.812 1.395.949 7.716 5.700 66.405.403 40.003 105.629 63.629 66.884.014 8.010 880 79.003 NOTE : 15 INCREASE / (DECREASE ) IN STOCK Closing Stock Less : Opening Stock Increase / (Decrease ) in Stock NOTE : 16 OTHER INCOME Commission Income Distributors Claim Interest received Kasar vatav Rate Difference Round off Weight Diff.2012 (Rs.628 1.

Security Expences Stationery & Printing Exp.428 8.987 64.903 1.062 1.806 191.563.108 2.205 89.666 229.485 56.000 3.939 2. Exp. Insurance Charges Job Work Charges-Out Side Factroy Legal Charges Loading & Unloading Exp.192 1.592 185.183.998 227.998 40.117 176.540 53.050 28.) 30 ANNUAL REPORT 2011-2012 .789.957.076 131.816 541.041 12.339 300.035 99.000 64.349 91.732 11.000 58.053 156.241 229.919 274.658.342 1.603 60.416 125.679 107.405 80.323 1.03.224.188 191.497 67.000 4. Director Remuneration Distribution Exp.453 59.580 89.058 900.570 56.651 17.892 1. Forwarding Charges Freight & Octroi Exp.024 113.814 50. Vehicle Repairing Water Charges Weight Charges 118.120 998.924.862 79.688.632 Year Ended 31.NIMBUS FOODS INDUSTRIES LIMITED Year Ended 31.898 63. Office Exp Postage & Courier Production Charges Rate Difference (Discount) Rates & Taxes Rent Exp Repair & Maintenance Royalty Exp.792 157.210 19.038 1.960 371.284 323.2011 (Rs. Electricity & Fuel Expenses Factory Exp.131.606.383 89.722.048 103.464 111. Telephone Expenses Travelling Exp.216.) NOTE : 21 OTHER EXPENSES Advertisement Exp.162 330.302 4.852 222.291 184.661 31.462 217.586 26.897.03.566.111 2.197 382.754 1.2012 (Rs.311.075 1.321 680. Loan Process Charges Loss on Sale of Asset Membership Fees Misc.295 3.190 111. Assets written off Audit Fee Bank Charges Brokerage Charge Cleaning Exp Consultant Charges Conveyance Exp.987.474 3.317.501 5.

(i) 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. (c) Depreciation: The Company has a policy of providing depreciation on fixed assets on written down basis u/s 205(2)(a) of the Companies Act. (e) Sales.Stock of Educational materials has been valued at cost. (b) Fixed Assets and Depreciation: Fixed assets of the Company are stated at cost renewals and replacements are either Capitalized of charged to revenue.NIMBUS FOODS INDUSTRIES LIMITED NOTE:22 SIGNIFICANT ACCOUNTING POLICIES AND NOTES FORMING PARTS OF THE ACCOUNTS 1. (g) Excise Duty : Excise duty is not applicable to the business in which the company is engaged (h) 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. The Company follows mercantile system of accounting and recognizes income and expenditure on accrual basis except in the case of significant uncertainty relating to income. Inventories are valued at cost including all related expenses or market value whichever is lower on FIFO Basis . Significant Accounting Policies of Accounting Standard (a) Basis of Preparation of Financial Statement The financial statements have been prepared under the historical cost convention method in accordance with the generally accepted accounting principles and the provisions of the Companies act 1956. The receipts on sale of such scrapped assets are accounted as and when realized. Purchases are accounted on the receipt of title of goods including related cost. (f) Miscellaneous Expenditure : Preliminary & Preoperative Expenditure is written off over five years. quoted or unquoted are carried at cost of acquisition. ANNUAL REPORT 2011-2012 31 . 1956 at the rates specified in schedule XIV of the said Act. 1961 and based on excepted outcome of assessment /appeals. Purchase and Inventories: Sales are invoiced on delivery of goods. as appropriate. the net block value of such assets is written off as loss an discarded fixed assets. (d) Investment: Investment in shares of companies. 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. depending upon the nature and long-term utility of such renewals/ replacements. In respect of assets scrapped . discarded or retire during the year.

000) In the opinion of the Board of Directors. 7. is charged to the Statement of Profit & Loss as incurred. The Contribution to the defined contribution scheme such as Provident Fund etc. 1956 had not been made since no commission is paid / payable to the directors for the year. AS.. the Current Assets.The provisions of all known liabilities are adequately provided and not in the excess of amount reasonably necessary. The Company has given Corporate Guarantees to banks against Loans sanctioned by banks to the group companies aggregate to Rs.F. Sundry Debtors. Unsecured loans and loans & advances are subjected to confirmation. Director’s Remuneration Auditor’s Remuneration : (In `) Particulars Audit Fees Out of pocket Exp. 9. C.I.) The Company had been advised that the computation of net profit u/s 349 of the Companies Act. 8. Earning in foreign exchange 12. ` 9. Loans and Advances are approximately value stated. 19.000 ( P. Contingent Liabilities 13. Current year 80. if realised in the ordinary course of business .Y.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. The Sundry Creditors.4.60 crores. value of imports(excluding purchase of items Imported by other agencies) 10 Expenditure in foreign currency 11.00.000 NIL Previous year 60.70Crores (PY : Rs.00. 3.NIMBUS FOODS INDUSTRIES LIMITED Notes on Accounts 1. Estimated amount of contracts remaining to be executed on capital account and not provided for Nil ( P.Y. 6.000 NIL ` 3. Nil ) Particulars 2011-12 Nil Nil Nil Nil 2010-11 Nil Nil Nil Nil 5. 2. 32 ANNUAL REPORT 2011-2012 . 4. However no provision for gratuity is made during the year as the same is still not applicable to the Company.

000 4.17. 1. Ltd. 9. ANNUAL REPORT 2011-2012 33 . N.950 37.A. Advances given Amount (`) 3. 1. 5. Particulars of Transaction Salary Advances given Advances of previous years received Advances given Advances Given. Related Party Disclosure : As per Accounting Standard-18 (AS-18) Sr.A. 4.20. 3. Ltd.N. N. Capacity : Bread : Licensed Installed Utilised N.119 6. Ltd Nimbus Beverages Pvt. 4C and 4D of part II of schedule VI of the Companies Act. N. 7.A. Ltd Nimbus Beverages Pvt. Balaji Resources & Trading Co.A.818 3. Sharma Balaji Resources & Trading Co. N.20. Nimbus Foods Ltd.78. Quantitative detail information as required under para 3.99. Name of Related Party Shri Amit Khaksa Shri Sharad Khandelwal Shri Bhaichand Prajapati Shri Deepak Sharma Shri Sitaram G. Relationship Executive Director Director Director Director Director’s Relative Associate Concern Associate Concern Associate Concern Associate Concern Associate Concern Associate Concern Associate Concern List of transaction: S. Ltd. Ltd. Ltd. Nimbus Infrabuilt Pvt. 11. 4. Shri Govindam Agro Foods Pvt. 2.857 15.NIMBUS FOODS INDUSTRIES LIMITED 14. Previous Year Kgs. Ltd.A. 2. 8. Shri Govindam Agro Foods Pvt.A.00. Name of Party Amit Khaksa Nimbus Foods Ltd. Ltd. 6. Chinar Capital Market Pvt. 5. 3. No. 1956 to the extend applicable is as under: Quantitative Information Units Current Year Kgs. N.00. 10. 6.000 5. Ltd Nimbus Auto Fast O Forge Pvt. Chinar Capital Market Pvt. 12.

The previous year’s figure have been rearranged / re grouped where ever necessary. No material discrepancies were noticed on such verification.) Indigenous (in Rs.95.09. 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.NIMBUS FOODS INDUSTRIES LIMITED Raw Material Consumption: (Major Items) Units Current Year Kgs.) 16.No.59.095 0. 2465167 Previous Year Kgs.) NIL 0% 3. 3.each Net Profit After Tax Basic and diluted earning per Shares 2011-12 50811080 28. 1909392 Maida consumed Material Consumed : Imported (in Rs.95. in our opinion.S. In terms of our report of even date For B.06 2010-11 45811080 26. Rajput & Associates Chartered Accountants (FRN : 119760W) (Bhupendra Singh Rajput) Partner Place : Ahmedabad Dated : 14/08/2012 On behalf of the Board of Directors Nimbus Foods Industries Limited (Amit Khaksa) Executive Director (Sharad Khandelwal) Director 34 ANNUAL REPORT 2011-2012 . 19. 1. of Equity Shares of Re.05 3435663 2468075 18. 17. 2.08. Details of Earnings per Shares: S.576 100% Production : Bread & Bakery (Kg.419 100% NIL 0% 2. Particulars No.756 0.76.1/. is reasonable having regard to the size of the company and the nature of its assets. 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.

Signature * Applicable for members holding shares in dematerialised form. Regd.00 a.00 a. GIDC Industrial Area. Folio No. Phase-II. Naroda. B-13 & 14. Ahmedabad -382 330 Signed the day of Affix Signature Revenue Stamp 2012 in the of Regd. Folio No. of Share held Member’s/Proxy’s Signature (To be signed at the time of handling over the slip) * Applicable for members holding shares in dematerialised form. Office : Plot No. at Plot No. Ahmedabad -382 330 ATTENDANCE SLIP Full name of the Member attending : Name of Proxy : I hereby record my presence at the Annual General Meeting being held on Thursday. GIDC Industrial Area.m. the 27th September./Mrs. NIMBUS FOODS INDUSTRIES LIMITED Regd. 2012 at 11. Note : Persons attending the Annual General Meeting are requested to bring their copies of Annual Report. DP Id* Client Id* No. Office : Plot No. GIDC Industrial Area. The Proxy Form signed across revenue stamp should reach the Company's Registered Office at least 48 hours before the scheduled time of meeting. B-13 & 14.m. B-13 & 14. 1. Ahmedabad -382 330. at Plot No. district of of or failing him/her Mr. Phase-II. Ahmedabad -382 330 PROXY FORM DP Id* Client Id* I/We of in the district of being a member/members of the above named Company./Mrs. Naroda. 2012 at 11.NIMBUS FOODS INDUSTRIES LIMITED Regd. in the district of as my/our Proxy to vote for me/our behalf at the at the Annual General Meeting of the Company to be held on Thursday. B-13 & 14. Naroda. Phase-II. hereby appoint Mr. the 27th September. Naroda. GIDC Industrial Area. . Phase-II.

Phase-II. Ahmedabad -382 330 Ganapati (A’bad) 079-26568111 .BOOK-POST If undelivered Please return to : NIMBUS FOODS INDUSTRIES LIMITED Regd. Naroda. B-13 & 14. Office : Plot No. GIDC Industrial Area.