i 1 iitl projects limited .. . l group...25th annual report iitl projects limited 2018-2019 cin no....

' 1 IITL PROJECTS LIMITED I .. . L GROUP

August 28,2019

To, The Manager, BSE Limited, Listing Compliance Department, Phiroze Jeejeebhoy Towers, Dalal Street Mumbai - 400001

BSE Scrip Code: 531968

Sub: Regulation 34 of SEBI (Listing Obligations & Disclosures Reauirements) Reg;ulations, 2015 -

Pursuant to Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 201 5, we are enclosing herewith a Copy of Annual Report of the Company for the Financial Year 20 18- 19.

Kindly acknowledge the receipt.

Yours Faithfully, For IITL Projects Limited

Safal ~ a i n Company Secretary & Compliance Officer

Encl: as above

degd. Office : Rajabahadur Mansion, 2nd Floor, 28, Bombay Samachar Marg, Fort, Mumbai - 400 001. Phone: (+91) 22-4325 0100, Fax: (+91) 22-2265 1105. E-mail: [email protected], Web: www.iitlprojects.com

Corporate Offlce : 503. Vikas Deep Building. District Centre Laxmi Nagar, Delhi - 1 10 092. Tel.: (+91) 1 1-4302 0300, Fax : (+9 1 ) - 1 1-2242 429 1

CIN: LO1 1 1 OMH 1994PLCO82421

TH 25ANNUAL REPORT

2018-2019IITL Projects LimitedCIN No. L01110MH1994PLC082421

Regd. Office : Rajabahadur Mansion, 2nd Floor, 28, Bombay Samachar Marg, Fort, Mumbai 400001.

Tel: +91-22-43250100, Fax: +91-22-22651105, Website : www.iitlprojects.com, E-mail : [email protected]

if undelivered, please return to :

IITL PROJECTS LIMITEDAnnual Report 2018-19

Contents Page No

Board of Directors 1

Notice of the Annual General Meeting 2-10

Directors’ Report 11-33

Management Discussion and Analysis Report 34-36

Report on Corporate Governance 37-50

Auditors’ Report of Standalone Financial Statements 51-55

Standalone Financial Statements 56-88

Auditors’ Report of Consolidated Financial Statements 89-93

Consolidated Financial Statements 94-130

Attendance Slip and Proxy Form 131-132

25th Annual General Meeting on Saturday, September 21, 2019 at 11.30 a.m. at M. C. Ghia Hall, 4th Floor, Bhogilal Hargovindas Building,18/20, K. Dubash Marg,

Kaala Ghoda, Mumbai-400 001

The Annual Report can be accessed at www.iitlprojects.com

Corporate Identity Number (CIN) : L01110MH1994PLC082421

Telephone : +91 22 43250100 Fax : 91 22 22651105

Email : [email protected] Website : http://iitlprojects.com

Investor Helpdesk


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IITL PROJECTS LIMITEDCIN : L01110MH1994PLC082421

Board of Directors : Dr. B. Samal - Chairman

Mr. D. P. Goyal - Managing Director

Mr. Bipin Agarwal

Mr. Venkatesan Narayanan

Mr. Milind Desai

Mrs. Sujata Chattopadhyay

Chief Financial Officer : Mr. Hemang Ladani

Company Secretary & Compliance Officer

: Mr. Safal Jain

Banker : Axis Bank Limited

Auditors : M/s. Maharaj N R Suresh and Co.Chartered Accountants(Registration No. 001931S)

Registrar & Share Transfer Agent

: Purva Sharegistry (India) Private Limited9, Shiv Shakti Industrial Estate,J. R. Boricha Marg, Lower Parel (East), Mumbai 400 011Tel: 022 2301 2518Email: [email protected]: www.purvashare.comCIN: U67120MH1993PTC074079

Registered Office : Rajabahadur Mansion, 2nd Floor, 28, Bombay Samachar MargFort, Mumbai 400 001Tel: 022 43250100Email: [email protected]: www.iitlprojects.com

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Notice is hereby given that the 25th Annual General Meeting (AGM) of the Members of IITL PROJECTS LIMITED will be held on Saturday, September 21, 2019 at 11.30 a.m. at M. C. Ghia Hall, 4th Floor, Bhogilal Hargovindas Building, 18/20, K. Dubash Marg, Kaala Ghoda, Mumbai - 400 001 to transact the following business: ORDINARY BUSINESS:1. To receive, consider and adopt the Audited Financial Statements

including Audited Consolidated Financial Statements of the Company for the financial year ended March 31, 2019 together with the Reports of the Board of Directors and Auditors thereon.

2. To appoint a Director in place of Mr. Bipin Agarwal (DIN: 00001276), who retires by rotation at this Annual General Meeting and being eligible, offers himself for re-appointment.

SPECIAL BUSINESS:3. RE-APPOINTMENT OF MR. D.P. GOYAL AS MANAGING

DIRECTOR OF THE COMPANY To consider, and if thought fit, to pass with or without

modification(s), the following Resolution as Special Resolution: “RESOLVED THAT pursuant to the provisions of Section 196, 197

and 203 read with Schedule V and all other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 including any statutory modification(s) or re-enactment thereof for the time being in force), and subject to such other consents and approvals as may be required and pursuant to the Articles of Association of the Company, the consent of the Members of the Company be and is hereby accorded to the re-appointment of Mr. D.P. Goyal as Managing Director of the company w.e.f. October 01, 2019 as stated hereunder:

1. Tenure of appointment : From October 01, 2019 to September 30, 2020.

2. Remuneration : ` 2,25,000/- p.m.3. Perquisites / Benefits : In addition to salary as stated above,

he shall be entitled to following perquisites/ benefits:

He shall be entitled to reimbursement of mobile phone expenses, driver’s salary and expenses for running of car used for the purpose of the Company’s business, subject to a maximum limit of ` 25,000/- per month.

Minimum Managerial Remuneration (in case of absence or inadequacy of profits):

Notwithstanding anything to the contrary herein contained, where, during the tenure of the appointment of Mr. D.P. Goyal as the Managing Director of the Company, the Company has no profits or the profits are inadequate, the Company will pay the above remuneration as minimum remuneration, in compliance with Section 197 read with Schedule V of the Companies Act, 2013.

RESOLVED FURTHER THAT the approval of the Company be accorded to the Board of Directors of the Company (including any Committee thereof) to do all acts, deeds, matters and things as may be considered necessary, proper or desirable to give effect to this resolution.”

4. Re-appointment of Mr. Venkatesan Narayanan as an Independent Director

To consider, and if thought fit, to pass with or without modifications, the following Resolution as a Special Resolution:

“RESOLVED THAT pursuant to the provisions of Sections 149(10) and 152 read with Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 as amended by the Companies (Amendment) Act, 2017 (the Act), The Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modifications or re-enactment(s) thereof for the time being in force), the relevant provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended (SEBI Listing Regulations), Mr. Venkatesan Narayanan (DIN: 00765294), whose present term of office as an Independent Director was up to the 25th Annual General Meeting of the Company to be held in 2019 for the year ended March 31, 2019, and who has given his consent for the re-appointment and has submitted a declaration that he meets the criteria for independence under Section 149 of the Act and the SEBI Listing Regulations and is eligible for re-appointment, in respect of whom Notice has been received from a Member under Section 160 of the Act proposing his re-appointment as Director and whose re-appointment has been recommended by the Nomination and Remuneration Committee and by the Board of Directors be and is hereby re-appointed as an Independent Director of the Company, for a second term of five consecutive years with effect from the conclusion of this Annual General Meeting or adjournment, if any, thereof up to the 30th Annual General Meeting of the Company to be held in 2024 for the year ended March 31, 2024.”

5. Re-appointment of Mr. Milind S. Desai as an Independent Director

To consider, and if thought fit, to pass with or without modifications, the following Resolution as a Special Resolution:

“RESOLVED THAT pursuant to the provisions of Sections 149(10) and 152 read with Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 as amended by the Companies (Amendment) Act, 2017 (the Act), The Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modifications or re-enactment(s) thereof for the time being in force), the relevant provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended (SEBI Listing Regulations), Mr. Milind S. Desai (DIN: 00326235), whose present term of office as an Independent Director was up to the 25th Annual General Meeting of the Company to be held in 2019 for the year ended March 31, 2019, and who has given his consent for the

IITL PROJECTS LIMITEDCorporate Identity Number (CIN) : L01110MH1994PLC082421

Registered Office: Rajabahadur Mansion, 2nd Floor, 28, Bombay Samachar Marg, Fort, Mumbai- 400 001.Tel: +91-22-43250100, Fax: +91-22-22651105, Website : www.iitlprojects.com, E-mail : [email protected]

NOTICE

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re-appointment and has submitted a declaration that he meets the criteria for independence under Section 149 of the Act and the SEBI Listing Regulations and is eligible for re-appointment, in respect of whom Notice has been received from a Member under Section 160 of the Act proposing his re-appointment as Director and whose re-appointment has been recommended by the Nomination and Remuneration Committee and by the Board of Directors be and is hereby re-appointed as an Independent Director of the Company, for a second term of five consecutive years with effect from the conclusion of this Annual General Meeting or adjournment, if any, thereof up to the 30th Annual General Meeting of the Company to be held in 2024 for the year ended March 31, 2024.”

By order of the Board of Directors For IITL Projects Limited

D.P. Goyal

Mumbai, August 19, 2019 Managing DirectorRegd. Office: (DIN: 03132505)Rajabahadur Mansion, 2nd Floor 28, Bombay Samachar Marg Fort, Mumbai - 400 001CIN : L01110MH1994PLC082421E-mail [email protected]

NOTES:

1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF/HERSELF. SUCH A PROXY NEED NOT BE A MEMBER OF THE COMPANY. THE PROXY IN ORDER TO BE EFFECTIVE MUST BE DEPOSITED AT THE REGISTERED OFFICE OF THE COMPANY NOT LESS THAN 48 HOURS BEFORE THE COMMENCEMENT OF THE MEETING.

A person can act as proxy on behalf of members not exceeding fifty (50) and holding in the aggregate not more than ten percent of the total share capital of the Company carrying voting rights. A member holding more than ten percent of the total share capital of the Company carrying voting rights may appoint a single person as proxy and such person shall not act as a proxy for any other person or shareholder.

2. In accordance with the amendments to Regulation 40 of the Listing Regulations, Securities and Exchange Board of India (SEBI) has revised the provisions relating to transfer of listed securities and has decided that requests for effecting transfer of listed securities shall not be processed unless the securities are held in dematerialized form with a Depository (National Securities Depository Limited or Central Depository Services (India) Limited). This measure is aimed at curbing fraud and manipulation risk in physical transfer of securities by unscrupulous entities. Transfer of securities only in demat form will improve ease, facilitate convenience and safety of transactions for investors. Members holding shares in physical form are requested to convert their holding(s) to dematerialized form to eliminate all risks associated with physical shares.

3. A Statement pursuant to Section 102(1) of the Companies Act, 2013, relating to the Special Business to be transacted at the Meeting is annexed hereto.

4. The Register of Members and Share Transfer Books of the Company will remain closed from Saturday, September 14, 2019 to Saturday, September 21, 2019 (both days inclusive).

5. Members are informed that the Companies Act, 2013, permits service of the Notice of the Annual General Meeting through electronic means. Electronic copy of the Annual Report including Notice of the 25th Annual General Meeting of the Company inter alia indicating the process and manner of e-voting is being sent to all the members whose e-mail IDs are registered with the Company/Depository Participant(s) for communication purposes. However, those members who desire to have a physical copy may request for the same. For members who have not registered their e-mail address, physical copies of the Annual Report are being sent in the permitted mode.

6. The Shareholders who are holding shares in demat form and have not yet registered their e-mail IDs, are requested to register their e-mail IDs with their Depository to use the same for serving documents to them electronically, hereafter. Shareholders holding shares in physical form may kindly provide their e-mail IDs to the Company’s Share Transfer Agent, Purva Sharegistry (India) Private Ltd. by sending an e-mail at [email protected]. The Annual Report of the Company would also be made available on the Company’s website www.iitlprojects.com.

7. Members are requested to notify the changes, if any, in their address to the Company’s Share Transfer Agent, Purva Sharegistry (India) Private Ltd. immediately, in respect of their physical shares if any, quoting their folio numbers and to their Depository Participants (DPs) in respect of their shares held in dematerialised form.

8. Members holding shares in dematerialized mode are requested to intimate all changes pertaining to their bank details such as bank account number, name of the bank and branch details, IFSC Code, mandates, nominations, power of attorney, change of address, change of name, e-mail address, contact numbers, etc. to their Depository Participant only and to the Company’s Registrar and Transfer Agents. Changes intimated to the Depository Participant will then be automatically reflected in the Company’s records which will help the Company and its Registrar and Transfer Agents to provide efficient and better service to the Members.

9. Members, Proxies and Authorised Representatives are requested to bring the copy of their Annual Report and the Attendance Slip, duly completed and signed mentioning therein details of their DP ID and Client ID/ Folio No. at the Annual General Meeting.

10. Corporate Members are requested to send a duly certified copy of the Board resolution pursuant to Section 113 of the Companies Act, 2013, authorizing their representatives to attend and vote on their behalf at the Annual General Meeting.

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11. A brief resume of each of the Directors proposed to be appointed/ re-appointed, nature of their expertise in specific functional areas, names of companies in which they hold directorships and memberships/ chairmanships of Board Committees, shareholding and relationships between directors inter se as stipulated under Regulation 36(3) of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, and Secretarial Standard-2 on General Meetings, are provided in Details of Directors seeking Appointment/ Re-appointment at the Annual General Meeting is annexed herewith as Annexure 1.

12. All relevant documents referred to in the accompanying Notice and in the Explanatory Statement are open for inspection by the Members at the Company’s Registered Office at Rajabahadur Mansion, 2nd Floor, 28, Bombay Samachar Marg, Fort, Mumbai - 400001 on all working days (except Saturdays, Sundays and Public Holidays) between 11.00 a.m. to 1.00 p.m. upto the date of the Annual General Meeting.

13. Members desiring any information as regards the Accounts are requested to write to the Company at an early date so as to enable the Management to keep the information ready at the meeting.

14. A route map showing the directions to reach the venue of the 25th AGM is given on the cover page at the end of this Annual Report as per requirements of the “Secretarial Standard-2” on General Meetings.

15. E-Voting: In terms of and in compliance with Section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Rules, 2014 as amended by the Companies (Management and Administration) Amendment Rules, 2015 read with SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, the Company is pleased to provide its Shareholders with facility to exercise their right to vote at the 25th Annual General Meeting (AGM) by electronic means and the business may be transacted through e-Voting Services provided by Central Depository Services (India) Limited (CDSL). The Company has signed an agreement with CDSL for facilitating e-voting to enable the Shareholders to cast their vote electronically.

A. The instructions for members for voting electronically:-

(i) The Members can cast their vote through remote e-voting facility provided by Central Depository Services (India) Limited (CDSL). Apart from providing remote e-voting facility, the Company is also providing facility for voting by Ballot at the AGM for all those members who shall be present at the AGM but have not casted their votes by availing the remote e-voting facility.

(ii) The remote e-voting period begins on Wednesday, September 18, 2019 (9.00 a.m.) and ends on Friday, September 20, 2019 (5.00 p.m.). During this period, shareholders of the Company holding shares either in physical form or in dematerialized form, as on the cut-off date of September 14, 2019, may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.

(iii) Shareholders who have already voted prior to the meeting date would not be entitled to vote at the meeting venue

(iv) Any person who becomes a Member of the Company after the date of the Notice of AGM and holding shares as on the cut-off date/entitlement date i.e. September 14, 2019, may obtain the User ID and Password by sending an email request to [email protected]. Members may also call on 91-22-43250100 or send a request to the Company Secretary of the Company by writing at IITL Projects Limited, Rajabahadur Mansion, 2nd Floor, 28, Bombay Samachar Marg, Fort, Mumbai - 400 001.

(v) The shareholders should Log on to the e-voting website www.evotingindia.com

(vi) Click on “Shareholders” tab. (vii) Now enter your User ID

a. For CDSL: 16 digits beneficiary ID,b. For NSDL: 8 character DP ID followed by 8 digits

client ID,c. Members holding shares in physical form should

enter folio number registered with the Company. (viii) Next enter the Image Verification as displayed and

Click on Login.(ix) If you are holding shares in demat form and had

logged on to www.evotingindia.com and voted on an earlier voting of any company, then your existing password is to be used.

(x) If Demat account holder has forgotten his/her existing password then enter the User ID and the image verification code and click on ‘Forgot Password’ and enter the details as prompted by the system.

(xi) If you are a first time user follow the steps given below:

For Members holding shares in Demat Form and Physical Form

PAN Enter your 10 digit alpha-numeric PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders)• Members who have not updated their

PAN with the Company/ Depository Participant are requested to use the sequence number which is printed on Ballot Form/Attendance Slip indicated in the PAN Field.

• In case the sequence number is less than 8 digits enter the applicable number of 0’s before the number after the first two characters of the name in CAPITAL letters. Eg. If your name is Rakesh Kumar with sequence number 1 then enter RA00000001 in the PAN field.

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

Dividend Bank Details

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

Details in order to login. If the details are not recorded with the depository or company please enter member id/folio number in the Dividend Bank details field as mentioned in instruction (v)

(xiii) After entering these details appropriately, click on “SUBMIT” tab.

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

(xiv) For Members holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.

(xv) Click on the EVSN for ‘IITL Projects Limited’.(xvi) On the voting page, you will see “RESOLUTION

DESCRIPTION” and against the same the option “YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the resolution and option NO implies that you dissent to the resolution.

(xvii) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire resolution details.

(xviii) After selecting the resolution you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.

(xix) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.

(xx) You can also take out print of the voting done by you by clicking on “Click here to print” option on the Voting page.

(xxi) After entering these details appropriately, click on ‘SUBMIT’ tab.

(xxii) Note for Non-Individual Shareholders & Custodians:• Non-Individual shareholders (i.e. other than

Individuals, HUF, NRI etc.) and Custodians are required to log on to www.evotingindia.com and register themselves as Corporates and Custodians respectively.

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

• After receiving the login details they should create compliance user using the admin login and password. The Compliance user would be able to link the depository account(s)/folio numbers on which they wish to vote.

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

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

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

(xxiv) The Notice of the AGM for the Financial Year ended March 31, 2019 is available on Company’s website www.iitlprojects.com

B. The voting rights of the members shall be in proportion to their shares of the paid up equity share capital of the Company as on the cut-off date of September 14, 2019.

C. Ms. Chandanbala Mehta, Practising Company Secretary (Membership No. F6122) has been appointed as the Scrutinizer to scrutinize the voting and remote e-voting process in a fair and transparent manner.

D. The Scrutinizer shall after the conclusion of voting at the general meeting, will first count the votes cast at the meeting and thereafter unblock the votes cast through remote e-voting in the presence of at least two witnesses not in the employment of the Company and shall make, not later than three days of the conclusion of the AGM, a consolidated scrutinizer’s report of the total votes cast in favour or against, if any, to the Chairman or a person authorized by him in writing, who shall countersign the same and declare the result of the voting forthwith.

E. The Results declared alongwith the report of the Scrutinizer shall be placed on the website of the Company www.iitlprojects.com and on the website of CDSL immediately after the declaration of result by the Chairman or a person authorized by him in writing. The results shall also be immediately forwarded to the BSE Limited, Mumbai.

F. The Facility for voting through poll shall be made available at the meeting and members attending the meeting who have not already cast their vote by remote e-voting shall be able to exercise their voting right at the meeting.

G. The members who have casted their votes by remote e-voting prior to the meeting may also attend the meeting but shall not be entitled to cast their vote again.

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Appointment/Re-appointment of Directors: Annexure 1Information of the Directors seeking appointment/ Re-appointment at the forthcoming Annual General Meeting pursuant to Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard 2 Issued by ICSI.

Name of the Director Mr. Bipin Agarwal Mr. D. P. Goyal Mr. VenkatesanNarayanan

Mr. Milind S. Desai

Director Identification Number

00001276 03132505 00765294 00326235

Age 53 years 77 years 64 years 57 yearsNationality Indian Indian Indian IndianQualifications B.Com. (Hons.), FCS Graduate (IE) in Civil

Engineering(1965) holds FIE (I,M-IBC, M-IRC, FICA, FIV M-IABSE,

IIBE)

B.Com ACA, LL. B. (Gen.), B.Com.

Experience (including expertise in specific functional areas)/ Brief Resume

He has vast and rich experience in the areas of Portfolio Management, Finance and matters related to Corporate Laws, Mergers and Acquisitions, Operations in Capital and Commodities Market.

He has rich experience in the field of Construction, Techno logy, Energy, Structural design and in Arbitration matters. He joined Dental Engineering Serv ice Class I wi th Government of India and rose to the rank of Addit ional Director General.

H e i s a C o m m e r c e Graduate having over 32 years of Corporate experience, in senior positions. He presently does Business Consulting, and has experience in the field of Infrastructure Pro jec ts consu l t i ng , e s p e c i a l l y P r o g r a m Management; Relationship Management; Corporate Communications; Talent and Partner Spotting; Business Development a n d o v e r s e e i n g Compliance Management.

H e h a s m o r e t h a n 3 decades of var ied experience in the fields of Merchant Banking, Finance & Accounts, Taxation, Corporate Re-structuring, etc.

Terms & Conditions of Appointment/ Re-appointment

As per the resolution passed by the Shareholders at the Annual General Meeting held on 23rd September, 2017, Mr. Bipin Agarwal was appointed as a Non-Executive Director, liable to be retire by rotation.

As per the Item No. 3 of the Not ice of the 25 th Annua l Genera l Meeting of the Company, read with explanatory statement thereto.



Remuneration last drawn (including sitting fees, if any)

` 1,20,000/- by way of sitting fees for attending Board and Committee Meetings.

` 30,00,000/- for the Financial Year 2018-19.



Remuneration proposed to be paid

` 20,000/- for every Board/ Committee Meeting attended or any other amount decided by the Board from time to time in accordance with the provisions of Companies Act, 2013.

As per the Item No. 3 of the Notice of the 25th Annual General Meeting of the Company, read with explanatory statement thereto.

` 20,000/- for every Board/ C o m m i t t e e M e e t i n g attended or any other amount decided by the Board from time to time in accordance with the provisions of Companies Act, 2013.

` 20,000/- for every Board/ Committee Meeting attended or any other amount decided by the Board from time to time in accordance with the provisions of Companies Act, 2013.

Date of first appointment on the Board

05.08.2008 05.07.2010 27.06.2009 23.03.2013

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Name of the Director Mr. Bipin Agarwal Mr. D. P. Goyal Mr. VenkatesanNarayanan

Mr. Milind S. Desai

Relationship with other Directors/Key Managerial Personnel

Not related to any Director / Key Managerial Personnel.


N o t r e l a t e d t o a n y Director / Key Managerial Personnel.


Number of meeting of the Board attended during the year.

Five Four Six Six

Directorships held in other companies as on March 31, 2019. (Excluding alternate directorship, foreign companies and companies under Section 8 of the Companies Act, 2013).

1. Industrial Investment Trust Limited

2. N i m b u s P r o j e c t s Limited

3. Capital Infraprojects Private Limited

4. N i m b u s M u l t i Commodity Brokers Limited

5. N.N. Financial Services Private Limited

6. Urvashi Finvest Private Limited.

7. Gupta Fincaps Private Limited.

8. IIT Investrust Limited9. IIT Insurance Broking

and Risk Management Private Limited10.Nimbus Propmar t

Private Limited11. Nimbus India Limited12. World Resorts Limited

1. Capital Infraprojects Private Limited


2. IIT Investrust Limited3. World Resorts

Limited4. IIT Insurance

Broking and Risk Management Private Limited


2. IIT Investrust Limited

Membership/ Chairmanship of Committees of other Boards as on March 31, 2019.(Membership and Chairmanship of Audit Committee and Stakeholders Relationship Committee have been included).

Audit CommitteeChairman -1. IIT Investrust Limited2. IIT Insurance Broking

and Risk Management Private Limited

Member -1. World Resorts Limited

Stakeholders’ Relationship Committee

Chairman- NIL

Member- NIL

Audit CommitteeChairman -NIL

Member -NIL

Stakeholders’ Relationship CommitteeChairman - NIL

Member -NIL

Audit CommitteeChairman -World Resorts Limited

Member -1. Industrial Investment

Trust Limited 2. IIT Investrust Limited3. IIT Insurance Broking

and Risk Management Private Limited

Stakeholders’ Relationship CommitteeChairman- Industrial Investment Trust Limited

Member-NIL

Audit CommitteeChairman -Industrial Investment Trust Limited

Member -IIT Investrust Limited

Stakeholders’ Relationship CommitteeChairman- NIL

Member-NIL

Shareholding in the company as on March 31, 2019.

NIL NIL NIL NIL

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EXPLANATORY STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013, RELATING TO THE SPECIAL BUSINESS UNDER ITEMS NO. 3 TO 5 OF THE ACCOMPANYING NOTICE DATED AUGUST 19, 2019:

ITEM NO. 3

The Shareholders of the Company at its meeting held on September 21, 2018, had accorded its consent for the re-appointment of Mr. D.P. Goyal as the Managing Director (‘MD’) of the Company with effect from October 01, 2018 to September 30, 2019 on the terms and conditions and remuneration as approved in the said meeting. Considering his association, contribution and experience with the business and affairs of the Company, his continuance with the Company is evidently to its benefit, the Board of Directors in their meeting held on August 19, 2019 and on the recommendation of Nomination and Remuneration Committee had approved re-appointment of Mr. D.P. Goyal as the MD of the Company for a further period of one year with effect from October 01, 2019 to September 30, 2020, subject to the approval of the Members on such terms and conditions as set out in the resolution.A statement containing information required to be provided to the shareholders as per the provisions of Schedule V of Companies Act, 2013 in respect of re-appointment of Mr. D.P. Goyal as Managing Director, is given below.The other Disclosures as required under Schedule V Part II Section II-Paragraph B (iv)is provided hereunder:I. GENERAL INFORMATION

(1) Nature of Industry: Real Estate and construction related activities.

(2) Date or expected date of commencement of commercial production: Certificate of Commencement dated November 4, 1994.

(3) In case of new companies, expected date of commencement of activities as per project approved by financial institutions appearing in the prospectus: N.A.

(4) Financial performance based on given indicators: Financial performance of the Company during last three years:

Amt in `

Financial Parameters

Financial Year

2018-2019 2017-2018 2016-2017

Total Revenue 3,06,90,890 4,38,97,577 12,99,48,591

Net Profits under Section 198 of the Companies Act, 2013

(41,69,41,983) (25,82,69,223) (14,12,74,381)

Net profit after tax as per Statement of Profit and Loss

(15,85,85,539) (11,66,47,156) (3,35,81,065)

(5) Foreign Investments or collaborations, if any: None

II. INFORMATION ABOUT THE APPOINTEE:

(1) Background details: Mr. D.P.Goyal is the Managing Director of the Company since 2010. He has rich experience in the fields of Construction, Technology, Energy, Structural design and in Arbitration Matters. He joined Central Engineering Service Class I service with Govt. of India in 1967 and rose to the Rank of Additional Director General. Some of his landmark achievements include Gold medal from Governor of Assam and Nagaland, Construction of Indira Gandhi Indoor Stadium for Asia- world’s 3rd largest dome, Foreign Deputation to Govt. of Libya, design on Delhi Police HQ bldg. and managing Technology cell of CPWD.

Mr. D. P. Goyal attained the age of 70 years on 13.04.2012. As per the provisions of Section 196 read with Schedule V-Part I-Clause (c), approval of the Central Government is not required in case the re-appointment and remuneration is approved by the Shareholders by Special Resolution in the General Meeting.

(2) Past remuneration:

Year Salary Perquisites Commission Others (P.F.) Total

2016-2017 27,00,000 2,92,576 - - 29,95,576

2017-2018 27,00,000 2,98,151 - - 29,98,151

2018-2019 27,00,000 3,00,000 - - 30,00,000

(3) Recognition or Awards: Gold medal from Governor of Assam and Nagaland.

(4) Job profile and his suitability: Mr. D. P. Goyal as the Managing Director of the Company looks after the overall Construction, Technology, Energy, Structural work of the Company. He plays an active role in business strategy and business development of the Company.

Considering his qualification, vast experience of the business in which the Company operates, the remuneration proposed is justified. Considering education and experience of Mr. D.P.Goyal, his appointment on the Board as Managing Director would help the Company for future growth and expansion.

(5) Remuneration proposed: Mentioned in the Resolution.

(6) Comparative remuneration profile: The remuneration being paid to him is most reasonable considering the size and financials of the Company, the type of industry and his position and profile.

(7) Pecuniary relationship directly or indirectly with the Company, or relationship with the managerial personnel, if any: Besides the remuneration being paid to him as Managing Director, he does not have any other pecuniary relationship with the Company or any other managerial personnel.

III. Other information:

(1) Reasons for loss or inadequate profits:

The Company is engaged in Real Estate business. Since last few years, the real estate sector in India and specially in

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NCR region has been facing difficulty with respect to sale of the flats. Due to crisis in the real estate industry, there has been great impact on the earning of the Company and also of the Joint Ventures of the Company.

(2) Steps taken or proposed to be taken for improvement:

Due to subdued demand in NRC region and the financial strains faced by the Company, the two Joint ventures namely The Golden Palm Village and Express Park View– II (EPV–II) have made application to Noida Authorities for partial surrender of their projects land. The Partnership firms are also exploring various avenues for boosting their sales. They are also engaging the services of Investment Advisors, Consultants to identify buyers.

(3) Expected increase in productivity and profits in measurable terms:

The Company and its Joint Ventures have their projects in the NCR region. With supply exceeding demand, coupled with competition, there has been pressure on the price and resultant cash flow. It is expected that the Company alongwith its Joint Ventures will turn around in the couple of years and the company’s financial position will improve. The country’s real estate sector is expected to become more institutionalized and we expect 2019 to be a year of consolidation and recovery for the property sector.

Mr. D.P.Goyal is not disqualified from being appointed as a Director. The Board considers that his continued association would be of immense benefit to the Company and it is desirable to continue to avail the services of Mr. D. P. Goyal as Managing Director, therefore, the Board recommends the resolution as set out in the Item no. 3 of accompanying notice for the approval of members of the Company as Special Resolution.

Except Mr. D. P. Goyal, being an appointee, none of the Directors or Key Managerial Personnel of the Company or their respective relatives is concerned or interested, financial or otherwise, in the resolution set out at Item No. 3 of the Notice.

ITEM NO. 4

As per the provisions of Sections 149, 152 & Schedule IV of the Companies Act, 2013 read with the relevant Rules thereunder as amended, the Company had appointed Mr. Venkatesan Narayanan as an Independent Director as per the requirements of the Companies Act, 2013 at the Annual General Meeting held on August 30, 2014 for a term of five consecutive years with effect from August 30, 2014 up to the 25th Annual General Meeting of the Company to be held in 2019 for the year ended March 31, 2019. As Mr. Venkatesan Narayanan, Independent Director shall be completing his first term of appointment upon completion of five years at the ensuing Annual General Meeting; he is eligible for re-appointment for another term of five consecutive years subject to approval of the Members by Special Resolution. Mr. Venkatesan

Narayanan have consented to his re-appointment and confirmed that he does not suffer from any disqualifications which stand in the way of his re-appointment as an Independent Director.

The performance evaluation of the Independent Director was conducted by the entire Board of Directors (excluding the Director being evaluated) on the basis of a structured questionnaire which was prepared after taking into consideration inputs received from the Directors covering various aspects of the Board’s functioning viz. adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance.

Accordingly, the Nomination & Remuneration Committee and the Board of Directors of the Company at their respective Meetings held on August 19, 2019, have recommended the re-appointment of Mr. Venkatesan Narayanan as an Independent Director for a second term of five consecutive years commencing from the date of the ensuing Annual General Meeting i.e. September 21, 2019. During his tenure of appointment, he shall not be liable to retire by rotation as provided under Section 152(6) of the Companies Act, 2013. The Company has received declaration from him confirming that he meets the criteria of independence as prescribed under sub-section 6 of Section 149 of the Act and as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations). In the opinion of the Board, he fulfills the conditions for re-appointment as an Independent Director and he is independent of the Management.

The brief profile of Mr. Venkatesan Narayanan is given hereunder:

He is a Commerce Graduate having over 32 years of corporate experience, in senior positions. He presently does Business Consulting, and has experience in the Field of Infrastructure Projects consulting, especially Program Management; Relationship Management; Corporate Communications; Talent and Partner Spotting; Business Development and overseeing Compliance Management.

The Company has also received notice from a Member under Section 160 of the Companies Act, 2013 (the Act) proposing his re-appointment as Director.

A copy of the draft letter for re-appointment of the Independent Director setting out the terms and conditions of his re-appointment is available for inspection by the Members at the Registered Office of the Company during the office hours on all working days other than on Saturdays and Sundays till the date of the Annual General Meeting.

The Board recommends the Resolution as set out in Item No. 4 of the Notice for approval of the Members.

Except Mr. Venkatesan Narayanan, no other Director, Key Managerial Personnel or their respective relatives are concerned or interested, financially or otherwise, in passing of the said resolution.

ITEM NO. 5As per the provisions of Sections 149, 152 & Schedule IV of the Companies Act, 2013 read with the relevant Rules thereunder as amended, the Company had appointed Mr. Milind Desai as an Independent Director as per the requirements of the Companies

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Act, 2013 at the Annual General Meeting held on August 30, 2014 for a term of five consecutive years with effect from August 30, 2014 up to the 25th Annual General Meeting of the Company to be held in 2019 for the year ended March 31, 2019. As Mr. Milind Desai, Independent Director shall be completing his first term of appointment upon completion of five years at the ensuing Annual General Meeting, he is eligible for re-appointment for another term of five consecutive years subject to approval of the Members by Special Resolution. Mr. Milind Desai have consented to his re-appointment and confirmed that he does not suffer from any disqualifications which stand in the way of his re-appointment as an Independent Director.

The performance evaluation of the Independent Director was conducted by the entire Board of Directors (excluding the Director being evaluated) on the basis of a structured questionnaire which was prepared after taking into consideration inputs received from the Directors covering various aspects of the Board’s functioning viz. adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance.

Accordingly, the Nomination & Remuneration Committee and the Board of Directors of the Company at their respective Meetings held on August 19, 2019, have recommended the re-appointment of Mr. Milind Desai as an Independent Director for a second term of five consecutive years commencing from the date of the ensuing Annual General Meeting i.e. September 21, 2019. During his tenure of appointment, he shall not be liable to retire by rotation as provided under Section 152(6) of the Companies Act, 2013. The Company has received declaration from him confirming that he meets the criteria of independence as prescribed under sub-section 6 of Section 149 of the Act and as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations). In the opinion of the Board, he fulfills the conditions for re-appointment as an Independent Director and he is independent of the Management.

The brief profile of Mr. Milind Desai is given hereunder:

Mr. Milind Desai has more than 3 decades of varied experience in the fields of Merchant Banking, Finance & Accounts, Taxation, Corporate Re-structuring, etc.

In July 2001, he moved out from Tata Finance Merchant Bankers Ltd. as a CEO and started his own consultancy mainly in Corporate Advisory. His client list includes corporates from Chemical industry, Pharma industry, Auto Dealership, Auto Ancillary industry including Body Building etc. He has been instrumental in bringing growth strategies for them. He has benefited his clients in Mergers & Acquisition proposals with his inputs on valuations and negotiation skills.

His negotiation skills along with other important Leadership qualities are exemplary. He has been a faculty member of the Institute of Chartered Accountants of India (ICAI) and has given lectures on Project Financing and innovative instruments. He has also co-authored the book on Project Financing, which is a publication of the ICAI.

The Company has also received notice from a Member under Section 160 of the Companies Act, 2013 (the Act) proposing his re-appointment as Director.

A copy of the draft letter for re-appointment of the Independent Director setting out the terms and conditions of his re-appointment is available for inspection by the Members at the Registered Office of the Company during the office hours on all working days other than on Saturdays and Sundays till the date of the Annual General Meeting.

The Board recommends the Resolution as set out in Item No. 5 of the Notice for approval of the Members.

Except Mr. Milind S. Desai, no other Director, Key Managerial Personnel or their respective relatives are concerned or interested, financially or otherwise, in passing of the said resolution.

By order of the Board of Directors For IITL Projects Ltd.

D.P. Goyal

Mumbai, August 19, 2019 Managing DirectorRegd. Office: (DIN: 03132505)Rajabahadur Mansion, 2nd Floor 28, Bombay Samachar Marg Fort, Mumbai - 400 001CIN : L01110MH1994PLC082421E-mail [email protected]

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DIRECTORS’ REPORT

Dear Shareholders,

Your Directors are pleased to present the 25th Annual Report on the business and operations of the Company and accounts for the Financial Year ended March 31, 2019.

Financial Performance

The summarized standalone and consolidated financial results of your Company and its Associates/Joint Ventures prepared in accordance with Indian Accounting Standards (Ind AS) are provided below:

(` In lacs)

Particulars Standalone Consolidated2018-2019 2017-2018 2018-2019 2017-2018

Revenue from Operations 88.28 220.39 58.28 190.39

Other Income 15.02 191.57 15.02 191.57

Operating Profit before Finance Costs, Depreciation, Tax and Extraordinary Items

(376.61) 154.94 (356.61) 124.94

Less: Depreciation and Amortization Expenses 0.11 0.27 0.11 0.27

Finance Cost 364.71 332.24 364.71 332.24

Profit/(loss) before Tax and Exceptional Items (741.43) (177.57) (721.43) (207.57)Share of net Profit/(loss) of Joint Ventures / Associate (845.34) (392.60) (827.37) (375.75)

Add: Exceptional Items - 599.72 - 599.72

Less: tax (0.39) (2.82) (0.39) (2.83)

Net Profit/(loss) for the Year from Continuing Operations (1,586.38) (1167.07) (1548.41) (1180.21)

Net Profit/(loss) for the Year from Discontinued Operations - - - -

Profit/(loss) for the Year (1,586.38) (1,167.07) (1,548.41) (1,180.21)Other Comprehensive Income (0.53) (0.60) (0.53) (0.60)

Total comprehensive Income for the year, net of tax (1585.85) (1166.47) (1547.88) (1179.61)Profit/(loss) for year attributable to Equity holders of the parent company

- - - -

Non-controlling interest - - - -

Total comprehensive income for the year attributable to Equity holders of the parent Company

(1585.85) (1166.47) (1547.88) (1179.61)

Non-controlling interest - - - -Note: Previous year figures have been regrouped/rearranged wherever necessary.

Results of operations and State of Company’s affairs

The total Income of the Company for the year ended on March 31, 2019 is ` 103.30 lakhs as compared to previous year which was ` 411.96 lakhs on account of slowdown in real estate market and due recognition of the income in the previous year.

On consolidation basis the income of the Company declined to ` 73.3 lakhs as compared to ` 381.96 lakhs in the previous year and loss accounted to ` 1,548.41 in the current year as compared to ` 1,180.21 lakhs in the previous year. Total comprehensive income for the F.Y. 2018-19 is negative ` 1547.88 lakhs as compared to negative ` 1179.61 lakhs in the previous year.

Material changes and commitments that have occurred after the close of the financial year till date of this report which affects the financial position of the Company (Pursuant to Section 134(3)(I) of the Companies Act, 2013)

Except as disclosed elsewhere in this report, there were no material changes and commitments that have occurred after the close of the financial year till the date of this report which affects the financial position of the Company.

Extract of Annual Return

Pursuant to section 92(3) of the Companies Act, 2013 (‘the Act’) and rule 12(1) of the Companies (Management and Administration)

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Greater Noida Industrial Development Authority (GNIDA) which would be processed as per the terms and conditions of PSP.

4. The Golden Palm Village: The firm has made an application under Project Settlement Policy (PSP) to Yamuna Expressway Industrial Development Authority (YEIDA) for partial surrender of project land, which is principally accepted by YEIDA and the application is under process with them for final disposal and has also temporarily suspended the operations due to subdued market conditions. No communication has been received from the Authority till date.

A separate note on the status of the projects developed through SPV’s are highlighted in the Management Discussion Analysis (MDA) Report and forms an integral part of this report.

Statement containing salient features of Associate Companies/Joint Ventures

Pursuant to sub-section 3 of Section 129 of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing the salient features of the financial statements of Associate Company and Joint Ventures are given in Form AOC-1 and forms an integral part of this report as Annexure 2.

Transfer to Reserves:

During the year under review, there is no transfer to reserves.

Dividend

In view of the losses incurred by the Company, no dividend has been proposed for the year ended March 31, 2019.

Management Discussion and Analysis

The Management Discussion and Analysis Report, capturing your Company’s performance, industry trends and other material changes with respect to your Companies and its Joint Ventures, wherever applicable, is provided in a separate section and forms an integral part of this report as required under Regulation 34 of SEBI (Listing Obligations & Disclosures Requirements) Regulations, 2015.

Change in Capital Structure

During the year under review, there was no change in the Capital Structure of the Company. During the year, the Company has not issued any shares or convertible securities.

Internal Financial Controls and their adequacy

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company’s policies, the safeguarding of its assets, the prevention and detection of fraud, error reporting mechanisms, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

M/s J.P.J Associates LLP, Chartered Accountants, a consulting / audit firm were appointed for determining the adequacy and operating effectiveness of the existing Internal Financial Controls over Financial Reporting of the Company on behalf of the management.

Rules, 2014, extract of annual return is appended as Annexure 1 in the prescribed Form MGT-9, which forms part of this report.

Additionally, the Annual Return of the Company has been placed on the website of the Company and can be accessed at http://www.iitlprojects.com/investorsRelations.aspx#

Consolidated Accounts

The Consolidated Financial Statements of your Company for the financial year 2018-19, are prepared in accordance with the Indian Accounting Standards (Ind AS) as notified by the Ministry of Corporate Affairs and pursuant to applicable provisions of the Companies Act, 2013 read with relevant Accounting Standards issued by the Institute of Chartered Accountants of India and the Listing Regulations. The Consolidated Financial Statements have been prepared on the basis of audited financial statements of the Company, its Associate and Joint Ventures.

Business Overview

The Company is engaged in Real Estate business, construction of residential complex in the National Capital Region (NCR). It has acquired a plot of land on long term lease, under Builders Residential Scheme (BRS) of the Greater Noida Industrial Development Authority (GNIDA). The construction has been completed and the flats are handed over to the purchasers.

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 basis, under Builders Residential Scheme (BRS) of the New Okhla Industrial Development Authority (NOIDA), Greater Noida Industrial Development Authority (GNIDA) and Yamuna Expressway Industrial Development Authority (YEIDA). The total lease hold area allotted to the Company alongwith SPVs is around 2,65,000 sq. meters and the projects are under various stages of construction.

Project developed by the Company:-

Express Park View I (EPV): The Company’s Project, ‘Express Park View I’ has been developed and completed. The Project comprises of multi-stored towers/ buildings, having residential flats along with other common services and facilities. The Project overall comprises of 4 towers of total 334 residential flats, of which 322 residential flats have been sold as on March 31, 2019 and possession of 313 flats have been handed over. Residents Welfare Association (RWA) was formed and the complex is now completely handed over to the Residents Welfare Association.

Projects being developed by the Company through SPV’s:

Brief particulars about the business of each of the Joint Ventures / Associate Company are given hereunder:-

1. The Hyde Park2. The Golden Palms3. Express Park View-II: The firm has made an application for

partial surrender of project land as provided under Project Settlement Policy (PSP) and the same has been accepted by

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They have observed that there are no material weaknesses in the financial controls of the Company. Based on the above, management believes that adequate Internal Financial Controls exist in relation to its Financial Statements.

Directors and Key Managerial Personnel

Retiring by Rotation

In accordance with the provisions of Section 152 and other applicable provisions, if any, of the Companies Act, 2013, read with Companies (Appointment and Qualification of Directors) Rules, 2014 including any statutory modification(s) and re-enactment(s) thereof for the time being in force) and the Company’s Articles of Association, Mr. Bipin Agarwal, retires by rotation at the ensuing Annual General Meeting of the Company and, being eligible offers himself for re-appointment.

Resignation & Appointment

Mr. Venkatesan Narayanan and Mr. Milind S. Desai upon completion of their first term of five years as Independent Director are eligible for re-appointment for another term of five consecutive years subject to approval of the Members by special resolution. Mr. Venkatesan Narayanan and Mr. Milind S. Desai have given their consent for re-appointment and have confirmed that they still retain their status as Independent Directors and that they do not suffer from any disqualifications for appointment. The proposal for their re-appointment is based on the evaluation of their performance carried out by the Board other than the persons evaluated.

The Company has received Notice in writing from Members under Section 160 of the Act proposing the candidature of Mr. Venkatesan Narayanan and Mr. Milind S. Desai for the office of Independent Directors of the Company.

Key Managerial Personnel

Pursuant to the provisions of Section 203 of the Companies Act, 2013 the Key Managerial Personnel of the Company are - Mr. D.P. Goyal, Managing Director, Mr. Hemang Ladani, Chief Financial Officer and Mr. Safal Jain, Company Secretary & Compliance Officer of the Company.

The Board in its meeting held on August 14, 2018 accepted the resignation of Ms. Shubhangi Lohia from the post of Company Secretary (KMP) of the Company from the close of the business hours on August 14, 2018.

Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors appointed Mr. Safal Jain as Company Secretary of the Company as well as designated him as “Key Managerial Personnel” (KMP), pursuant to Sections 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, w.e.f. August 16, 2018.

Familiarization Programme

The Company has formulated a Familiarization Programme for Independent Directors with an aim to familiarize the Independent

Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc., to provide them with better understanding of the business and operations of the Company and so as to enable them to contribute significantly to the Company. In addition to the above, Directors are periodically advised about the changes effected in the Corporate Law and Listing regulations with regard to their roles, rights and responsibilities as Directors of the Company.

The details of programme for familiarization of Independent Directors with the Company are put up on the website of the Company under the web link http://www.iitlprojects.com/investorsRelations.aspx#

Evaluation of Board, its Committees and Individual Directors

The Nomination and Remuneration Policy of the Company empowers the Nomination and Remuneration Committee to formulate a process for evaluating the performance of Directors, Committees of the Board and the Board as a whole.

The process for evaluation of the performance of the Director(s) / Board / Committees of the Board for the financial year 2018-2019 was initiated by the Nomination and Remuneration Committee, by sending out questionnaires designed for the performance evaluation of the Directors, Committees, Chairman and the Board as a whole. The Committee also forwarded their inputs to the Board for carrying out the Performance Evaluation process effectively.

In terms of provisions of Companies Act, 2013 and Schedule II - Part D of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board carried out the annual performance evaluation of its own including the various Committees and individual Directors with a detailed questionnaire covering various aspects of the Boards functioning like, composition of Board and its Committees, Board culture, performance of specific duties and obligations.

In a separate meeting of Independent Directors, performance of Non-Independent Directors, performance of the Board as a whole and performance of the Chairman was evaluated. Based on the feedback received from the Independent Directors and taking into account the views of Executive Directors and the Non-Executive Directors, the Board evaluated its performance on various parameters such as composition of Board and its committees, experience and competencies, performance of duties and obligations, contribution at the meetings and otherwise, independent judgment, governance issues, effectiveness of flow of information.

Meeting of the Board

During the year under review, six meetings of the Board of Directors were held. The details of the Meetings of the Board of Directors of the Company convened during the financial year 2018-19 are given in the Corporate Governance Report which forms part of this Annual Report. The maximum interval between any two meetings did not exceed 120 days as prescribed in the Companies Act, 2013.

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Directors’ Responsibility Statement

Pursuant to Section 134(3) (c) of the Companies Act, 2013, your Directors, to the best of their knowledge and belief, make following statements that:

(a) in preparation of the annual accounts for the year ended March 31, 2019, the applicable accounting standards read with requirements set out under Schedule III of the Companies Act, 2013, have been followed and there are no material departures from the same;

(b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31, 2019 and loss of the Company for the year ended on that date;

(c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the annual accounts have been prepared on a going concern basis;

(e) The proper internal financial controls were in place and that such internal financial controls are adequate and were operating effectively;

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

Corporate Governance

Your Company has been practicing the principles of good Corporate Governance over the years and it is a continuous and ongoing process. A detailed Report on Corporate Governance practices followed by your Company as prescribed by SEBI in Chapter IV read with Schedule V of Listing Regulations together with a Certificate from the Auditors confirming compliance with the conditions of Corporate Governance are provided separately in this Annual Report.

Declaration by Independent Directors

The Company has received declarations from all the Independent Directors of the Company, confirming that, they meet the criteria of independence as prescribed both under Section 149(7) of the Companies Act, 2013 and Regulation 16(b) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Nomination and Remuneration Policy

The Board of the Directors has framed the policy which lays down a framework in relation to Remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. This policy also lays down criteria for selection and appointment of Board Members. The Nomination and Remuneration Policy as approved by the Board is uploaded on the Company’s weblink viz. http://www.iitlprojects.com/AboutUs.aspx.

Particulars of Loans given, Investments made, Guarantees given and Securities provided

The details of loans given, investments made, guarantees given and securities provided under the provision of Section 186 of the Companies Act, 2013, are given in the Notes to the Financial Statements.

Conservation of energy, technology absorption, foreign exchange earnings and outgo:

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

(A) Conservation of energy: Not Applicable

(B) Technology absorption: Not Applicable

(C) Foreign exchange earnings and Outgo: Not Applicable

Risk Management

The Company has formulated a Risk Management Policy. The Company identifies, evaluates, analyses and prioritizes risks in order to address and minimize such risks. This facilitates identifying high level risks and implement appropriate solutions for minimizing the impact of such risks on the business of the Company.

Related Party Transactions

The company has laid down a Related Party Transactions Policy for purpose of identification and monitoring of such transactions. The policy on Related Party Transactions as approved by the Board is uploaded on the Company’s web link viz. http://www.iitlprojects.com/POLICY-on-materiality-of-Related-Party-Transactions.pdf

All Related Party Transactions are placed before the Audit Committee and also the Members/Board for their approval, wherever necessary.

The details of the related party transactions as per Indian Accounting Standard 24 are set out in Note No. 26 to the Standalone Financial Statements forming part of this report.

The Particulars of material contracts or arrangements made with related parties referred to in Section 188(1) of the Companies Act, 2013, in the prescribed Form AOC-2, is appended as Annexure 3 to the Directors’ Report.

Corporate Social Responsibility (CSR)

The Corporate Social Responsibility Committee has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, which has been approved by the Board. The CSR Policy is disclosed on the Company’s website http://www.iitlprojects.com/AboutUs.aspx

The report on CSR activities is attached as Annexure 4 to this Report.

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Vigil Mechanism / Whistle Blower Policy

The Company has a Vigil Mechanism / Whistle Blower Policy to report to the management instances of unethical behavior, actual or suspected, fraud or violation of the company’s code of conduct. The details of the Vigil Mechanism policy have been provided in the Corporate Governance Report and also disclosed on the website of the Company viz. http://www.iitlprojects.com/AboutUs.aspx.

Auditors and Auditors’ Report

Statutory Auditor:

M/s. Maharaj N R Suresh and Co., Chartered Accountants (Firm Registration No. 001931S), were appointed as Statutory Auditors at the 23rd Annual General Meeting of the Company till the conclusion of 28th Annual General Meeting to be held in the year 2022, subject to ratification of their appointment by the Members at every annual general Meeting.

As per the amended provisions of the Companies Act, 2017 notified on 07.05.2018, Company is not required to ratify the appointment of auditors at every Annual General Meeting, therefore, it is not proposed to ratify the appointment of auditors at the ensuing Annual General Meeting.

Auditors’ Report

There are no qualifications, reservations or adverse remarks made by M/s. Maharaj N R Suresh and Co., Statutory Auditors, in their report for the financial year ended March 31, 2019.

The statutory Auditor of the Company has observed that “In view of current scenario of the Real estate industry, impact on realisable value of unsold Inventories, and considering the adverse cash flows of the two Joint Ventures namely, IITL-Nimbus The Express Park View, and Capital Infra Projects Private Limited, their ability to continue as going concern is uncertain. Further considering that the company has also incurred net Loss of ` 1,586.39 lakhs for the year and the current liabilities exceeded its total assets indicate that a material uncertainty exists that may cast significant doubt on the company’s ability to continue as a Going Concern.”

Internal Auditor:

Pursuant to provisions of Section 138 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 the Company has appointed “M/s. Sheetal Patankar & Co.,” a firm of Chartered Accountants in practice as Internal Auditors of the Company for the Financial Year 2019-2020.

Secretarial Audit:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made thereunder, the Board of Directors of the Company has appointed M/s. Chandanbala Jain & Associates, Practicing Company Secretary (CP No. 6400), to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is included as Annexure 5 and forms an integral part of this report.

Secretarial Compliance Report

M/s. Chandanbala Jain & Associates, Practicing Company Secretary (CP No. 6400) have submitted Annual Secretarial Compliance Report for the financial year 2018-19 for all applicable compliances as per Securities and Exchange Board of India Regulations and Circulars/Guidelines issued thereunder and the same was submitted to stock exchange within 60 days of the end of the financial year.

Significant and material orders passed by the regulators

There are no significant and material orders passed by the Regulators/Courts/Tribunals which would impact the going concern status of the Company and its future operations.

Particulars of Employees and related disclosures

A) Details pertaining to remuneration as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

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1) The percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary during the financial year 2018-19, ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2018-19 and the comparison of remuneration of each Key Managerial Personnel (KMP) against the performance of the Company are as under:

Sr. No.

Name of Director / KMP and Designation

Remunerationof Director / KMPfor financial year

2018-19 (in `)

% Increase inremuneration

in the Financial Year 2018-19

Ratio ofremuneration ofeach Director/

to medianremuneration of

employees

Comparison of theRemuneration of

the KMP against theperformance of the

Company

1. Mr. D.P.Goyal Managing Director

27,00,000 ^ 0% 4.22 Loss before tax stood at ` 1586.78 lakhs for the year ended March 31, 2019 as compared to ` 1169.89 lakhs in the previous year.

2. Dr. B. SamalNon Independent Non-Executive Chairman

2,60,000(Sitting Fees)

0% 0.40 -

3. Mr. Bipin AgarwalNon Independent Non-Executive Director

1,20,000 (Sitting Fees)

0% 0.18 -

4. Mr. Venkatesan NarayananIndependent Director


0% 0.56 -

5. Mr. Milind S. DesaiIndependent Director


0% 0.53 -

6. Mrs. Sujata Chattopadhyay Independent Director

1,40,000(Sitting Fees)

0% 0.21 -

7. Ms. Shubhangi LohiaCompany Secretary##

2,01,152 Not Applicable Not Applicable Loss before tax stood at ` 1586.78 lakhs for the year ended March 31, 2019 as compared to ` 1169.89 lakhs in

the previous year.

8. Mr. Safal Jain Company Secretary*

3,66,709 Not Applicable Not Applicable Loss before tax stood at ` 1586.78 lakhs for the year ended March 31, 2019 as compared to ` 1169.89 lakhs in

the previous year.

^ The remuneration of Mr. D.P.Goyal is considered after excluding the amount of reimbursement of expenses of ` 3,00,000/- for the Financial Year 2018-19.

## Ms. Shubhangi Lohia resigned as Company Secretary w.e.f. August 14, 2018.

* Mr. Safal Jain was appointed as Company Secretary w.e.f. August 16, 2018.

1716



Notes:

1) The remuneration to Directors includes sitting fees paid to them for the financial year 2018-19.

2) The Median remuneration of employees of the Company during the financial year 2018-19 was ` 6,39,600/-.

3) Median remuneration of employees in the last financial year i.e. 2017-18 was ` 4,84,559/-whereas for current financial year i.e. 2018-19 the same stood at ̀ 6,39,600/-, signifying an increase of 31.99%.

4) There were five permanent employees (including KMPs) on the rolls of Company as on March 31, 2019;

5) Average remuneration made in the last financial year i.e. 2017-18 was ` 8,02,281/- whereas for current financial year i.e. 2018-19 the same stood at ` 10,64,181/- signifying an increase of 32.64%.

*Only employees other than KMP i.e. WTD / CFO / CS and who were employees in both the years i.e. 2018 and 2019 have been considered.

6) Pursuant to Rule 5(1)(xii) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules, 2014, it is affirmed that the remuneration paid to the Directors, Key Managerial Personnel and Senior Management is as per the Remuneration Policy of the Company.

B) Details of every employee of the Company as required pursuant to Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

During the year under consideration, none of the employees of the company was in receipt of remuneration in excess of limits prescribed under clause 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Hence particulars as required under 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 have not been provided.

Public Deposits

The Company has not accepted any deposits in terms of Chapter V of the Companies Act, 2013 read with Companies (Acceptance of Deposit) Rules, 2014 from the public during the year under review.

Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

The Company has in place Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, temporary, trainees) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed off during the year 2018-2019:

• No. of complaints received - Nil

• No. of complaints disposed off - Nil

GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions on these items during the year under review:

1. Issue of equity shares with differential rights as to dividend, voting or otherwise.

2. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

3. The provisions of section 148 of the Act are not applicable to the Company. Accordingly, there is no requirement of maintenance of cost records as specified under section 148(1) of the Act.

4. No fraud has been reported by the Auditors to the Audit Committee or the Board.

5. There is no Corporate Insolvency Resolution Process initiated under the Insolvency and Bankruptcy Code, 2016.

Acknowledgement

Your Directors place on record their appreciation for employees at all levels, who have contributed to the growth and performance of your Company.

Your Directors also thank the clients, vendors, bankers, shareholders and advisers of the Company for their continued support.

Your Directors also thank the Central and State Governments, and other statutory authorities for their continued support.

For and on behalf of the Board IITL Projects Limited

Bipin Agarwal D.P.Goyal Place : Mumbai, Director Managing Director Date : August 19, 2019 (DIN: 00001276) (DIN: 03132505)

1918



Annexure 1Form No. MGT-9

EXTRACT OF ANNUAL RETURN as on the financial year ended on 31st March, 2019

ofIITL PROJECTS LIMITED

[Pursuant to Section 92(1) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014]

I. REGISTRATION AND OTHER DETAILS:

i) CIN: L01110MH1994PLC082421ii) Registration Date: 26.10.1994iii) Name of the Company IITL Projects Limitediv) Category / Sub-Category of the Company Public Company / Limited by sharesv) Address of the Registered office and contact details 28, Rajabahadur Mansion, 2nd Floor, Bombay

Samachar Marg, Fort, Mumbai - 400001, Maharashtra Tel: 022-43250100; Fax: 022-22651105 Email: [email protected]

vi) Whether shares listed on recognized Stock Exchange(s) - Yes/No

Yes - BSE Limited

vii) Name, Address and contact details of Registrar and Transfer Agent, if any

Purva Sharegistry (India) Pvt. Ltd 9, Shiv Shakti Industrial Estate, J.R. Boricha Marg, Opp Kasturba Hospital, Lower Parel (East), Mumbai - 400011 Tel: 022- 23018261 / 6761 Email: [email protected]

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY All the business activities contributing 10 % or more of the total turnover of the company shall be stated:-

Sl.No. Name and Description of main products / services NIC Code of the Product/service % to total turnover of the company1 Construction and Real Estate Development 41001 28.76%

III. PARTICULARS OF HOLDING, SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES -

S. No.

Name and address of the Company CIN/GLN Holding/Sub-sidiary/Asso-

ciate/JV

% of shares

held

Applicable section

1 Industrial Investment Trust Limited Rajabahadur Mansion, 2nd Floor, Bombay Samachar Marg, Fort, Mumbai 400001

L65990MH1933PLC001998 Holding 71.74 2(46)

2. Golden Palms Facility Management Pvt. Limited 811, Vikasdeep Building, District Centre, Laxmi Nagar, Delhi-110092

U74140DL2015PTC278085 Associate 50 2(6)

3. Capital Infraprojects Private Limited 313-315 Vikas Deep Building, District Centre, Laxmi Nagar, New Delhi -110092

U45400DL2010PTC203755 Joint Venture 50 2(6)

4. IITL Nimbus The Hyde Park313-315 Vikas Deep Building, District Centre, Laxmi Nagar, New Delhi -110092

Not Applicable Joint Venture 50 2(6)

5. IITL Nimbus The Express Park View313-315 Vikas Deep Building, District Centre, Laxmi Nagar, New Delhi -110092


6. IITL Nimbus The Palm Village 313-315 Vikas Deep Building, District Centre, Laxmi Nagar, New Delhi -110092


1918



IV. Share Holding Pattern (Equity Share Capital Breakup as percentage of Total Equity)i) Category-wise Share Holding

Category of Shareholders

No. of Shares held at the beginning of the year No. of Shares held at the end of the year* % change during the

yearDemat Physical Total % of Total

SharesDemat physical total % of Total

SharesA. Promoters (1) Indian a) Individual/ HUF 0 0 0 0.00 0 0 0 0.00 0b) Central Govt. 0 0 0 0.00 0 0 0 0.00 0.00c) State Govt.(s) 0 0 0 0.00 0 0 0 0.00 0.00d) Bodies Corp. 3580347 0 3580347 71.74 3580347 0 3580347 71.74 0.00e) Banks / FI 0 0 0 0.00 0 0 0 0.00 0.00f) Any other 0 0 0 0.00 0 0 0 0.00 0.00Sub- total (A) (1) 3580347 0 3580347 71.74 3580347 0 3580347 71.74 0.002. Foreign a) NRIs-Individuals 0 0 0 0.00 0 0 0 0.00 0.00b) Other-Individuals 0 0 0 0.00 0 0 0 0.00 0.00c) Body Corp. 0 0 0 0.00 0 0 0 0.00 0.00d) Banks/FI 0 0 0 0.00 0 0 0 0.00 0.00e) Any Other… 0 0 0 0.00 0 0 0 0.00 0.00Sub-total (A)(2) 0 0 0 0.00 0 0 0 0.00 0.00Total Shareholding of Promoter(A)= (A)(1)+(A)(2)

3580347 0 3580347 71.74 3580347 0 3580347 71.74 0.00

B. Public Shareholding 1. Institutions a) Mutual Funds 0 0 0 0.00 0 0 0 0.00 0.00b) Banks/FI 0 0 0 0.00 0 0 0 0.00 0.00c) Central Govt 0 0 0 0.00 0 0 0 0.00 0.00d) State Govt(s) 0 0 0 0.00 0 0 0 0.00 0.00e) Venture Capital Funds 0 0 0 0.00 0 0 0 0.00 0.00f) Insurance Companies 0 0 0 0.00 0 0 0 0.00 0.00g) FIIs 0 0 0 0.00 0 0 0 0.00 0.00h) Foreign Venture Capital Funds 0 0 0 0.00 0 0 0 0.00 0.00i) Others (specify) 0 0 0 0.00 0 0 0 0.00 0.00Sub-total (B)(1):- 0 0 0 0.00 0 0 0 0.00 0.002. Non- Institutions a) Bodies Corp i) Indian 184783 1100 185883 3.72 184801 1100 185901 3.72 0.00ii) Overseas 0 0 0 0.00 0 0 0 0.00 0.00b) Individuals i) Individuals Shareholders holding nominal share capital upto ` 1 lakh

173380 54115 227495 4.56 160668 54115 214783 4.30 -0.25

ii) individual Shareholders holding nominal share capital in excess of ` 1 lakh

173225 594500 767725 15.38 182107 594500 776607 15.56 0.18

c) Others (specify) Non Resident Indians (Repat & Non Repat)

604 0 604 0.01 604 0 604 0.01 0.00

Hindu Undivided Family 22882 0 22882 0.46 22882 0 22882 0.46 0.00Clearing Members 205964 0 205964 4.13 209776 0 209776 4.20 0.08Sub-total (B)(2):- 760838 649715 1410553 28.26 760838 649715 1410553 28.26 0.00Total Public Shareholding (B)=(B)(1)+ (B)(2)

760838 649715 1410553 28.26 760838 649715 1410553 28.26 0.00

C. Shares held by Custodian for GDRs & ADRs

0 0 0 0.00 0 0 0 0.00 0.00

Grand Total (A+B+C) 4341185 649715 4990900 100.00 4341185 649715 4990900 100.00 0.00

2120



(ii) Shareholding of Promoters

Sl No.

Shareholder’s Name Shareholding at the beginning of the year

Shareholding at the end of the year % change

in share holding during

the year

No. of Shares

% of total Shares of the

company

% of Shares Pledged /

encumbered to total shares

No. of Shares

% of total shares of the

company

% of shares pledged/

encumbered to total shares

1 Industrial Investment Trust Limited

3580347 71.74 0.00 3580347 71.74 0.00 0.00

(iii) Change in Promoters’ Shareholding (please specify, if there is no change)

Sl. No.


Cumulative Shareholding during the year

No. of shares


company

No. of shares


Company

1

Industrial Investment Trust Limited

At the beginning of the year 3580347 71.74 3580347 71.74

Date wise Increase / Decrease in Promoters Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc):

No Change

At the End of the year 3580347 71.74 3580347 71.74

(iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs):

Sl. No.



For Each of the Top 10 Shareholders No. of shares

% of total shares of the company

No. of shares

% of total shares of the Company

1. Wegmans Financial Services Limited


Date wise Increase/ Decrease in Shareholding during the year specifying the reasons for increase/ decrease (e.g. allotment/ transfer/ bonus/sweat equity etc.):

No Change

At the End of the year (or on the date of separation, if separated during the year)

196400 3.94 196400 3.94

2. Prashant M Dakle


Date wise Increase / Decrease in Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc):

No Change


194700 3.90 194700 3.90

2120



Sl. No.





No. of shares


3. Globe Capital Market Ltd.At the beginning of the year 9968 0.20 9968 0.20Date wise Increase/ Decrease in Shareholding during the year specifying the reasons for increase/ decrease (e.g. allotment/ transfer/ bonus/sweat equity etc.): Buy of Shares on 19.10.2018

+109000 +2.18 118968 2.38


118968 2.38 118968 2.38

4. Mohan Lal Sehajpal At the beginning of the year 73775 1.48 73775 1.48 Date wise Increase / Decrease in Shareholding

during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus / sweat equity etc):

No Change


73775 1.48 73775 1.48

5. Vinay Raj Singh At the beginning of the year 69300 1.39 69300 1.39 Date wise Increase / Decrease in Shareholding

during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc):

No Change


69300 1.39 69300 1.39

6. V K Singh HUF At the beginning of the year 67700 1.36 67700 1.36 Date wise Increase / Decrease in Shareholding


No Change


67700 1.36 67700 1.36

7. Rajesh M Lihala At the beginning of the year 67400 1.35 67400 1.35 Date wise Increase / Decrease in Shareholding


No Change


67400 1.35 67400 1.35

8 Anita Deora At the beginning of the year 66700 1.34 66700 1.34 Date wise Increase / Decrease in Shareholding


No Change


66700 1.34 66700 1.34

2322



Sl. No.





No. of shares


9. Champshi Punshi Faria



No Change


66100 1.32 66100 1.32

10. Rahul Arun Bagaria



No Change


62600 1.25 62600 1.25

11. Abhinav Leasing & Finance LimitedAt the beginning of the year 59088 1.18 59088 1.18Date wise Increase / Decrease in Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc): (sale of share on 19.10.2018)

-59088 -1.18 0 0.00


0 0.00 0 0.00

(v) Shareholding of Directors and Key Managerial Personnel:

Sl. No.

Name Shareholding at the beginning of the year


For Each of the Directors and KMP No. of shares


No. of shares


1. Bipin Agarwal


Date wise Increase / Decrease in Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus / sweat equity etc.):

No Change


2. Dr. Bidhubhushan Samal



No Change


2322



Sl. No.

Name Shareholding at the beginning of the year




No. of shares


3. D.P.GoyalAt the beginning of the year 0 0.00 0 0.00Date wise Increase / Decrease in Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc):

No Change

At the End of the year 0 0.00 0 0.004. Mr. Venkatesan Narayanan At the beginning of the year 0 0.00 0 0.00 Date wise Increase / Decrease in Shareholding


No Change

At the End of the year 0 0.00 0 0.005. Mr. Milind S. Desai At the beginning of the year 0 0.00 0 0.00 Date wise Increase / Decrease in Shareholding


No Change

At the End of the year 0 0.00 0 0.006. Ms. Sujata Chattopadhyay

At the beginning of the year 0 0.00 0 0.00Date wise Increase / Decrease in Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc):

No Change

At the End of the year 0 0.00 0 0.00KEY MANAGERIAL PERSONNEL: 7. Mr. Hemang Ladani (CFO)

At the beginning of the year 0 0.00 0 0.00Date wise Increase / Decrease in Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus / sweat equity etc):

No Change

At the End of the year 0 0.00 0 0.008. Ms. Shubhangi Lohia (Company Secretary

upto 14.08.2018)

At the beginning of the year 0 0.00 0 0.00 Date wise Increase / Decrease in Promoters

Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc):

No Change


2524



Sl. No.

Shareholding at the beginning of the year




No. of shares


9. Mr. Safal Jain (Company Secretary w.e.f. 16.08.2018)

At the beginning of the year 0 0.00 0 0.00 Date wise Increase / Decrease in Promoters

Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc):

No Change


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

Secured Loans excluding deposits

Unsecured Loans

Deposits Total Indebtedness

Indebtedness at the beginning of the financial year

Nil Nil Nil Nili) Principal Amountii) Interest due but not paidiii) Interest accrued but not dueTotal (i+ii+iii) Nil Nil Nil NilChange in Indebtedness during the financial year

Nil Nil Nil Nil* Addition* ReductionNet Change Nil Nil Nil NilIndebtedness at the end of the financial year

Nil Nil Nil Nili) Principal Amountii) Interest due but not paidiii) Interest accrued but not dueTotal (i+ii+iii) Nil Nil Nil Nil

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNELA. Remuneration to Managing Director, Whole-time Directors and /or Manager:

Sl. No.

Particulars of Remuneration

Mr. D. P. Goyal (Managing Director)

Total Amount

1 Gross salary

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

27,00,000/- 27,00,000/-

b) Value of perquisites u/s 17(2) Income-tax Act, 1961 3,00,000/- 3,00,000/- c) Profits in lieu of salary under section 17(3) Income-tax

Act, 1961 2 Stock Option Nil Nil3 Sweat Equity Nil Nil4 Commission

Nil Nil- as % of profit- others, specify

5 others, please specify Nil NilTotal (A) 30,00,000/- 30,00,000/-

2524



Ceiling as per the Act Maximum Yearly Remuneration as per Schedule V Part II based on Effective Capital of the Company is ` 60 Lakhs (excluding Contribution to Provident Fund, Gratuity and Encashment of Leave as per Rules of the Company)

B. Remuneration to other Directors: (Amt in `)

Sl. No.


Name of DirectorsVenkatesan Narayanan

Milind Desai Sujata Chattopadhyay

Total Amount

1. Independent Directors• Fee for attending board and committee meetings 3,60,000 3,40,000 1,40,000 8,40,000• Commission - - - -• Others, please specify - - - -Total (1) 3,60,000 3,40,000 1,40,000 8,40,000

2. Other Non-Executive Directors Dr. B. Samal Mr. Bipin Agarwal

-- --

• Fee for attending board and committee meetings 2,60,000 1,20,000 3,80,000• Commission - - - -• Others, please specify - - - -

Total (2) 2,60,000 1,20,000 3,80,000Total (B)=(1+2) 12,20,000Total Managerial Remuneration (A+B) 42,20,000

Overall Ceiling as per the Act Ceiling on Sitting Fees as prescribed under the Act is ` 1,00,000/- per meeting.

C. Remuneration to Key Managerial Personnel Other Than MD/Manager / WTD (Amt in `)

Sl. No.


Key Managerial PersonnelCEO Company Secretary CFO Total

Shubhangi Lohia#

Safal Jain*

1 Gross Salary

Not Applicable

2,01,152 3,66,709 Mr. Hemang Ladani is the

Group CFO and is paid remuneration from our Holding

Company.5,67,861

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

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

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

2 Stock Option - - -3 Sweat Equity - - -4 Commission

- as % of profit- others, specify...

- --

5 Others, please specify - - - Total 2,01,152 3,66,709 5,67,861

#Resigned with effect from August 14, 2018.

*Appointed with effect from August 16, 2018.

2726



VII. PENALTIES/PUNISHMENT/COMPOUNDING OF OFFENCES:

Type Section of the Companies Act

BriefDescription

Details of Penalty / Punishment/ Compounding fees imposed

Authority [RD/NCLT/COURT]

Appeal made,if any (give Details)

A. COMPANY

Penalty

NILPunishment

Compounding

B. DIRECTORS

Penalty

NILPunishment

Compounding

C. OTHER OFFICERS IN DEFAULT

Penalty

NILPunishment

Compounding


Bipin Agarwal D.P. Goyal

Director Managing Director (DIN: 00001276) (DIN: 03132505)

Place: MumbaiDate: August 19, 2019

2726



Annexure 2AOC-1

(Pursuant to first proviso of sub-section (3) of Section 129 read with Rule 5 of Companies (Accounts) Rule, 2014Statement containing salient features of the financial statement of Subsidiaries/Associate companies/Joint Ventures

Part “A”: Subsidiaries

Name of the subsidiary

N.A.

The date since when subsidiary was acquired

1. Reporting period for the subsidiary concerned, if different from the holding company’s reporting period

2. Reporting currency and Exchange rate as on the last date of the relevant Financial year in the case of foreign subsidiaries.

3. Share capital

4. Reserves & surplus

5. Total assets

6. Total Liabilities

7. Investments

8. Turnover

9. Profit before taxation

10. Provision for taxation

11. Profit after taxation

12. Proposed Dividend

13. % of shareholding

The following information shall be furnished:-1. Names of subsidiaries which are yet to commence operations - Not Applicable2. Names of subsidiaries which have been liquidated or sold during the year - Not Applicable

2928



Part “B”: Associates and Joint Ventures

Sr. No.

Name of Associates / Joint Ventures Capital Infraprojects

Pvt. Ltd.

IITL Nimbus The Express Park

View-II

IITL Nimbus The Hyde Park

IITL Nimbus The Palm Village

Golden Palms Facility

Management Private Limited

1. Latest audited Balance Sheet Date 31st March, 2019 31st March, 2019 31st March, 2019 31st March, 2019 31st March, 2019

2. Date on which the Associate or Joint Venture was associated or acquired 18.03.2011 15.04.2011 09.04.2010 24.06.2011 01.04.2015

3. Shares of Associate/Joint Ventures held by the company on the year end

No. of Equity Shares 5,00,000 - - - 50,000

No. Preference Shares 4,00,880 - - - -

Amount of Investment in Associates / Joint Venture (Amount in `)

Equity Shares/Partner’s Capital (Amt in `) -* 2,52,37,500* 4,50,00,000 22,00,00,000 5,00,000

Preference Shares -* - - - -

Extend of Holding %

Equity Shares/Partner’s Capital 50% 50% 50% 50% 50%

Preference Shares - - - - -

4. Description of how there is significant influence

Note -A Note - B Note - B Note - B Note - A

5. Reason why the Associate/Joint Venture is not consolidated

NA NA NA NA NA

6. Net worth attributable to Shareholdingas per latest audited Balance Sheet (Amount in `)

(12,93,81,203) (6,52,41,048) 8,77,18,249 10,25,19,012 13,43,828

7. Profit/(Loss) for the year

i. Considered in Consolidation (Amount in Rs.)** 50,00,000 (6,52,41,048) 8,77,18,249 10,25,19,012 13,43,828

ii. Not Considered in Consolidation - - - - -

Name of Associates which are yet to commence operations - Not Applicable

Name of Associates / Joint Ventures which have been liquidated or sold during the year - Not Applicable

* Fully impairment has been done as at March 31, 2019.** The company followed equity method for consolidation of Joint Ventures. Note:A. There is significant influence due to percentage of share capital.B. There is significant influence due to percentage of capital of these partnerships firm held by the Company.


Bipin Agarwal D.P.Goyal Place : Mumbai Director Managing Director Date : August 19, 2019 (DIN 00001276) (DIN 03132505)

2928



Annexure 3AOC-2

Disclosure of particulars of Contracts / Arrangements entered into by the Company with Related Parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arm’s length transactions under third proviso thereto

1. Details of contracts or arrangements or transactions not at arm’s length basis for the year ended March 31, 2019 - NIL

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

b) Nature of contracts/arrangements/transactions

c) Duration of the contracts / arrangements/transactions

d) Salient terms of the contracts or arrangements or transactions including the value, if any

e) Justification for entering into such contracts or arrangements or transactions

f) Date(s) of approval by the Board

g) Amount paid as advances, if any:

h) Date on which the special resolution was passed in general meeting as required under first proviso to section 188

2. Details of material contracts or arrangement or transactions at arm’s length basis for the year ended March 31, 2019 - NIL

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

b) Nature of contracts / arrangements / transactions

c) Duration of the contracts / arrangements/transactions

d) Salient terms of the contracts or arrangements or transactions including the value, if any

e) Date(s) of approval by the Board

f) Amount paid as advances, if any:


Bipin Agarwal D.P. Goyal Place : Mumbai Director Managing Director Date : August 19, 2019 (DIN 00001276) (DIN 03132505)

3130



Annexure 4REPORT ON CSR ACTIVITIES/ INITIATIVES

[Pursuant to Section 135 of the Act & Rules made thereunder]

1. A brief outline of the company’s CSR policy, including overview of the projects or programmes proposed to be undertaken and reference to the web-link to the CSR Policy and projects or programmes

A brief outline of the CSR policy is as below:

The Company will focus its efforts through programs designed in the domains of education, health and environment. The Company may also form its own Foundations / Trusts for carrying out socio-economic projects as approved by the Board or alternatively make contributions to its Associate Companies’ Corporate Foundations / Trusts towards its corpus for projects approved by the Board.

A Company may also collaborate with group companies for undertaking projects or programs or CSR activities in such a manner that the CSR Committees of respective companies are in a position to report separately on such projects or programs in accordance with the prescribed CSR Rules.

The Board level Corporate Social Responsibility Committee (CSR Committee) of the Company shall be responsible for monitoring the CSR Policy from time to time. The CSR Committee shall approve and recommend to the Board, the projects or programs to be undertaken, the modalities of execution and implementation schedule from time to time.

Further, to ensure that there is focus and maximum impact, the CSR Committee will endeavor to work on selected projects over a longer period of time so as to ensure that the outcomes of the projects can be measured.

Details of the policy can be viewed on the following web link.

Web link: http://www.iitlprojects.com/AboutUs.aspx 2. The composition of the CSR Committee:

Dr. B. Samal Mr. Bipin Agarwal Mr. Venkatesan Narayanan

3. Average Net Loss of the company for last 3 financial years: ` 16,90,98,069/-

4. Prescribed CSR expenditure (2% of amount) : Nil

5. Details of CSR activities/projects undertaken during the year:

a) total amount to be spent for the financial year : Nilb) amount un-spent, if any : Nilc) manner in which the amount spent during financial year, is detailed below:

1 2 3 4 5 6 7 8Sr. No

CSR project / activity identified

Sector in which the Project is covered

Projects/Programmes1.Local area/others-2.specify the state /district(Name of the District/s, State/s where project/programme was undertaken

Amount outlay

(budget) project/

programme wise

Amount spent on the project/programme

Sub-heads:1.Direct expenditure on project/programme,

2.Overheads:

Cumulative spend

upto to the reporting

period

Amount spent:Direct/ through

implementing agency

` in lacs ` in lacs ` in lacsNIL

6. Since, the Company has incurred losses in the preceding three Financial Years; hence the Company has not spent any amount towards Corporate Social Responsibility activities for the Financial Year 2018-2019.

7. CSR activities are implemented and monitored in compliance with CSR objectives and Policy of the Company.

Place : Mumbai D.P.Goyal Dr. B.Samal Date : August 19, 2019 Managing Director Chairman, CSR Committee

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Annexure 5Form MR-3

SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED MARCH 31, 2019

[Pursuant to section 204(1) of the Companies Act, 2013 and rule No.9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To, The Members, IITL Projects LimitedRajabahadur Mansion, 2nd Floor,28, Bombay Samachar Marg,Fort, Mumbai 400 001

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by “IITL PROJECTS LIMITED” (CIN: L01110MH1994PLC082421) (hereinafter called the company). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

Based on our verification of the company’s books, papers, minute books, forms and returns filed and other records maintained by the company and also the information provided by the company, its officers, agents and authorized representatives during the conduct of secretarial audit, we hereby report that in our opinion, the company has, during the audit period covering the financial year ended on March 31, 2019 (“Audit Period”) complied with the statutory provisions listed hereunder and also that the company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records maintained by IITL PROJECTS LIMITED for the financial year ended on March 31, 2019 according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made thereunder;

(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings; (Not applicable to the company during the Audit Period)

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’):-

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 and amendments from time to time; (Not applicable to the company during the Audit Period)

(d) The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014; (Not applicable to the company during the Audit Period)

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; (Not applicable to the company during the Audit Period)

(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client; (Not applicable to the company during the Audit Period)

(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; (Not applicable to the company during the Audit Period)

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998; (Not applicable to the company during the Audit Period) and

(i) Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

(vi) Apart from the above, we have relied on the representation made by the company through its officers for systems and mechanisms formed by the company for compliances under other applicable Acts, Laws and Regulations to the company. The list of major head/groups of Acts, Laws and Regulations as applicable to the company are namely:

Real Estate Development:

1. The Real Estate (Regulation and Development) Act, 2016.

2. The Uttar Pradesh Apartment (Promotion of Construction, Ownership & Maintenance) Act, 2010

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Property Related Acts:1. Registration Act, 19082. Indian Stamp Act, 18993. Transfer of Property Act, 1882Environmental Related Acts:1. The Water (Prevention & Control of Pollution) Act, 19742. The Air (Prevention & Control of Pollution) Act, 1981 3. National Green Tribunal Act, 2010Labour Laws:1. Employees Provident Fund and Miscellaneous Provisions Act, 19522. Employees’ State Insurance Act, 19483. The Payment of Gratuity Act, 1972

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

(i) Secretarial Standards issued by The Institute of Company Secretaries of India.

(ii) The Listing Agreement entered into by the company with the Bombay Stock Exchange Limited.

During the period under review, the company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above.

We further report that The compliance by the Company of applicable financial laws like direct and indirect tax laws and maintenance of financial records and books of accounts has not been reviewed in this Audit since the same have been subject to review by statutory financial audit and other designated professionals.

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

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

As per the minutes of the meetings duly recorded and signed by the Chairman, the decisions of the Board were unanimous and no dissenting views have been recorded.

We further report that based on the information provided by the company, its officers and authorized representatives during the conduct of the audit, in our opinion, there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines including labour laws viz. Employees Provident Fund and Miscellaneous Provisions Act, 1952 and The Payment of Gratuity Act, 1972.

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

We further report that during the audit period, no event specifically has occurred which has a major bearing on the company’s affairs in pursuance of the laws, rules, regulations, guidelines, standards, etc.

For Chandanbala Jain and Associates Practising Company Secretaries

Chandanbala O. Mehta Place: Mumbai FCS: 6122 Date: August 19, 2019 C.P. No.: 6400

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

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Annexure to Secretarial Audit Report

The Members, IITL Projects Limited

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by “IITL PROJECTS LIMITED” (CIN: L01110MH1994PLC082421) (the company). The Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts / statutory compliances and expressing our opinion thereon. Further, our Secretarial Audit Report of even date is to be read along with this Annexed letter.

1. Maintenance of secretarial record is the responsibility of the management of the company. Our responsibility is to express an opinion on these secretarial records based on our audit.

2. We have followed the audit practices and process as were appropriate to obtain reasonable assurance about the correctness of the contents of the secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records and books of accounts of the company.

4. Where ever required, we have obtained the management representation about the compliance of laws, rules and regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. Our examination was limited to the verification of procedure on test basis.

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

For Chandanbala Jain and AssociatesPractising Company Secretaries

Chandanbala O. Mehta FCS: 6122

Place: Mumbai C.P. No.: 6400Date: August 19, 2019

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MANAGEMENT DISCUSSION AND ANALYSIS REPORT

IINDIAN ECONOMY:

During the financial year 2018-19, Indian economy faced turbulence both domestically and externally. Despite volatile oil prices, elevated trade tensions, geo-political uncertainties in some parts of the world and interest rate tightening cycle in some of the developed countries, India’s macro fundamentals remained broadly stable, the growth momentum deteriorated. Official estimates of fiscal 2019 growth have been lowered to 6.8 percent. Various policy reform measures such as Goods and Services Tax, Insolvency and Bankruptcy Code and Real Estate (Regulation and Development) Act, will improve India’s macro–economic stability

OVERVIEW OF REAL ESTATE INDUSTRY IN INDIA:

Real Estate sector in India is in the midst of churn, the sector is facing trouble since last few years with slack demand, severe cash crunch. To rectify some of the fundamental issues such as unfair practices by developers and lack of transparency, the government brought much needed reforms and policy changes with includes GST, RERA and REITs. These dampened the residential property demand initially. Buyer lost the confidence in the market. As residential demand fell, margins came under pressure as developers could not increase their property prices. The unsold inventory levels rose and new launches also declined. Though, Real Estate sector has started showing signs of recovery in 2018, the sector is reeling from severe cash crunch created by liquidity squeeze in Non-banking Finance Companies, Banks. The defaults by IL & FS in August 2018 and by housing finance companies triggered the squeeze that shut off two major sources of funds for the industry.

The Indian Government in its Union Budget 2019-20 has enhanced its focus on real estate, particularly in the affordable housing segment. To stimulate demand in the residential market, government has announced additional deduction in income tax of ` 1.5 lacs for interest paid on housing loan for affordable housing properties (valued upto ` 45 lacs) over and above the existing deduction of ` 2 lacs.

There are many stalled projects in various parts of the country. The Government can consider the suggestion made by Assocham for creating a “Stress fund” which can be leveraged for stalled projects. The Ministry of housing and Urban affairs, Ministry of Corporate Affairs and the NITI Aayog are working on some solutions with Governments of Uttar Pradesh, Maharashtra and Haryana. The realty sector is a very important sector of the economy and also for large scale job creation. The Government is meeting industry representatives across sector to revive the economy as well as making efforts to ease the liquidity constraints in the interest of timely delivery to home buyers.

BUSINESS PERFORMANCE:

The Company is engaged in Real Estate business, construction of residential complex in the National Capital Region (NCR).Under the Builders Residential Scheme (BRS) of the Greater

Noida Industrial Development Authority (GNIDA), the Company was allotted plots of land on long term lease basis for construction of residential flats.

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 basis, under Builders Residential Scheme (BRS) of the New Okhla Industrial Development Authority (NOIDA), Greater Noida Industrial Development Authority (GNIDA) and Yamuna Expressway Industrial Development Authority (YEIDA). The total lease hold area allotted to the Company alongwith SPVs is around 2,65,000 sq. meters and the projects are under various stages of construction.

Project developed by the Company:-

Express Park View I: The Company’s Project, ‘Express Park View I’ has been developed and completed. The Project comprises of multi-story towers, having residential flats alongwith with other common services and facilities. The Project comprises of 4 towers of with 334 residential flats, out of which 322 residential flats have been sold as on date and possession of 312 flats have been handed over. The said complex is maintained by Residents Welfare Association (RWA).

Projects being developed by the Company through SPV’s are as under:

1) The Hyde Park - This project is jointly developed by the Company with Nimbus Projects Limited. The Project was planned for development in Two Phase i.e. Phase-I and Phase - II of which Phase - I comprises of 1540 flats in 17 towers. The Completion Certificates have been received for all the 17 towers in Phase I. Out of which 1509 flats have been sold as on date and 1492 flats are physically handed over to the buyers. Master plan was modified for Phase-II. Phase - II comprises of 552 flats in 6 towers which is being completed in two stages of three towers each. Out of which 483 flats have been sold as on date.

2) The Golden Palms - This Project is jointly developed by the Company with Nimbus Projects Limited. The Project is developed primarily in three Phases i.e. Phase-I, Phase-II & Phase-III and comprises of 1403 residential flats in 13 towers, of this 1112 flats have been sold as on date. All 13 towers are completed and Completion Certificates have been obtained.

3) Express Park View-II - This Project is jointly developed by the Company with Nimbus Projects Limited. During the year under review, one of the partners, Assotech Limited exited from the joint venture. The Project was initially launched in two phases i.e. Phase I & Phase II. The Phase I comprises of 10 towers of total 1320 residential flats. The Occupancy Certificate for 07 Towers for Phase-1

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has been received. Out of total 1320 residential flats 736 have been sold as on date. Due to slowdown of real market the construction of Phase II could not be proceeded. The firm has made an application for partial surrender of project land under Project Settlement Policy (PSP), but no decision has yet been conveyed by Greater Noida Industrial Development Authority (GNIDA) till date. Meanwhile considering market scenario we have developed a new concept of Low Rise Construction & the plan have also been approved by Greater Noida Industrial Development Authority (GNIDA). We are watching the market condition to find the most opportune time to launch this phase, meanwhile awaiting decision on our application submitted under PSP.

4) The Golden Palm Village - This plot of land near F1 racing track was allotted and scheduled to be developed by the Company jointly with Nimbus Projects Limited Residential flats from Yamuna Expressway Industrial Development Authority (YEIDA). During the year under review, one of the partners, Assotech Limited exited from the joint venture. The construction work was planned but due to slow market sentiments it could not proceed even though efforts were made to redesign the project. In financial year 2017-18, the firm had made an application under Project Settlement Policy (PSP) to Yamuna Expressway Industrial Development Authority (YEIDA) for partial surrender of project land admeasuring around 30995.70 sq. metres out of total project land area of around 102995.70 sq. mtr. which is principally accepted by YEIDA.

OPPORTUNITIES, THREATS AND RISKS AND CONCERNS:

The Company and its Joint Ventures are engaged in the business of Real Estate. The real estate industry like any other industry is exposed to certain risks that are particular to the business and the environment. Demand for residential units is driven by combination of factors like location of the project, property price, interest rate, economic condition, income levels, rise in nuclear families, greater access to credit/housing loans. The sector is also prone to competition. Competitors with different schemes for the buyers are emerging in the industry.

Unfavorable changes in government policies and the regulatory environment can adversely impact the performance of the sector. There could be procedural delays with regards to land acquisition, land use, project launches and construction approvals. Retrospective policy changes and regulatory bottlenecks may impact profitability and affect the attractiveness of the sector and companies operating within the sector.

With the enactment of RERA, GST and IBC, the sector is expected to witness significant transformation leading to higher transparency and accountability, going forward. The developers/ builders may face liquidity constraints due to non-availability of funds from the landers.

Affordable housing: The Union Budget 2019-20 has granted benefit to the home buyers under the Income Tax Act for affordable housing projects (valued upto ` 45 lacs).

RESULTS OF OPERATIONS AND STATE OF COMPANY’S AFFAIRS

The total Income of the Company for the year ended on March 31, 2019 is ` 103.30 lakhs as compared to previous year which was ` 411.96 lakhs on account of slowdown in real estate market and due recognition of the income in the previous year.

On consolidation basis the income of the Company declined to ` 73.3 lakhs as compared to ` 381.96 lakhs in the previous year and loss accounted to ` 1,548.41 in the current year as compared to ` 1,180.21 lakhs in the previous year. Total comprehensive income for the F.Y. 2018-19 is negative ` 1547.88 lakhs as compared to negative ` 1179.61 lakhs in the previous year.

KEY FINANCIAL RATIOS

Ratios 2018-19 2017-18Debtors Turnover 0.76 1.00

Inventory Turnover 0.05 0.28

Interest Coverage Ratio -335% -72%

Current Ratio 28% 55%

Debt Equity Ratio -214% -494%

Operating Profit Margin (%) -398% -54%

Net Profit Margin (%) -517% -266%

Details of any change in Return on Net Worth as compared to the immediately previous financial year along with a detailed explanation thereof.

NA (Net worth of the Company is

negative)

NA (Net worth of the Company is

negative)

INTERNAL CONTROL:

A system of internal control is in place to ensure proper checks and balances in the operations of the Company and to safeguard its assets and interests. There are clear demarcation of roles and responsibilities at various levels of operations. An internal audit firm has been engaged to conduct internal audit of transactions regularly and submit their reports to the management. All audit observations are discussed by the Management with the Auditors for follow-up action and for improvement in the process. The Audit Committee and the Board regularly review the same.

The Company has established appropriate Internal control framework in its operations and financial accounting and reporting practices to ensure due adherence to the Internal Financial Control over Financial Reporting under section 143 (3) of Companies Act 2013.

HUMAN RESOURCES:

The Company considers Human Resource as key drivers to the growth of the Company. The Company has performance based appraisal system. As on March 31, 2019, the total number of employees was five.

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OUTLOOK

The Indian real estate sector is on the cusp of a major transformation. India’s fragmented property sector is witnessing a major change as far –reaching reforms like the introduction of GST and The Real Estate (Regulation and Development) Act, 2016 (RERA) drive consolidation. These changes combined with the most affordable house prices in decades should lead to an improvement in sentiment which is extremely important for the revival of the sector. The country’s real estate sector is expected to become more institutionalized and we expect 2019 to be a year of consolidation and recovery for the property sector. A weak property market and increasing customer preference for stronger developers has created an unprecedented business development opportunity for developers with strong customer franchises and development capabilities.

The affordable housing segment is expected to continue to drive the real estate sector in 2019 with several developers and institutional funds eyeing opportunities in this segment along with the government’s thrust through incentives such as granting infrastructure status is ensuring a rising appetite for projects across the Country.

The Company expects that considering all the factors beneficial to the buyers there will be improvement in the sales. The Company also expects that it along with its joint ventures

will turn around in the couple of years and company’s financial position will improve substantially.

CAUTIONARY STATEMENT:

The Statements made in ‘Management Discussion and Analysis Report’ relating to the Company’s objectives, projections, outlook, expectations, estimates and others may constitute ‘forward looking statements’ within the meaning of applicable laws and regulations. Actual results may differ from such expectations, projections and so on whether express or implied. Several factors that could make significant difference to the Company’s operations would include those affecting demand and supply, government regulations and taxation, natural calamities and such factors beyond the Company’s control.


D. P. Goyal

Managing Director (DIN: 03132505)

Date : August 19, 2019 Place : Mumbai

37PB



1. COMPANY’S PHILOSOPHY ON CODE OF GOVERNANCE:

Corporate Governance envisages working towards high level of transparency, consistent value system, accountability and delegation across all level facets of its operations leading to sharply focused and operationally efficient growth. Your Company has been upholding the core values in all facets of its corporate working, with due concern for the welfare of shareholders of the Company. We keep our governance practices under continuous review and benchmark ourselves towards best practices.

Your Company is in compliance with the Corporate Governance guidelines as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as the “Listing Regulations”). A report on compliance with the provisions of Corporate Governance as prescribed by SEBI in the Listing Regulations is given hereunder:

2. BOARD OF DIRECTORS:

The Board consists of experienced professionals drawn from diverse fields. The Board of your Company has an optimum combination of Executive and Non-Executive Directors. The Board as on March 31, 2019 consists of six directors of which three are Independent Directors including one Woman Director. The composition is in conformity with Regulation 17 of the SEBI Listing Regulations read with Section 149 of the Companies Act, 2013 (hereinafter referred to as “the Act”).

a) Independent Directors are non-executive directors defined under Regulation 16(1) (b) of the SEBI Listing Regulations read with Section 149(6) of the Act. The maximum tenure of Independent Directors is in compliance with the Act. All Independent Directors have confirmed that they meet the criteria as mentioned under Regulation 25 of the SEBI Listing Regulations read with Section 149(6) of the Act.

REPORT ON CORPORATE GOVERNANCE

b) The Board periodically reviews the compliance reports of all applicable laws to the Company, prepared by the Company.

c) The names and categories of the Directors on the Board, their attendance at the Board Meetings during the year 2018-19 and at the Annual General Meeting and also the number of Directorship and Committee Membership/Chairmanship held by them in other companies are given in the table below:

F.Y. 2018-19Sr. No.

Name of the Director Category Directors’ Identification Number (DIN)

No. of other Directorships

held *

No. of Committees Memberships of

other Companies#

No. of Committee Chairmanships of other Companies#

Directorship in other listed

entities1. Dr. B Samal NI/NEC 00007256 6 3 2 Independent Non-

Executive Director:(a) Reliance Capital Limited(b) Vipul LimitedNon-Independent Non-Executive Director:(a) Industrial Investment Trust Limited

2. Mr. Bipin Agarwal NI/NE Promoter 00001276 6 1 1 Non-Independent Non-Executive Director, Industrial Investment Trust LimitedManaging Director,Nimbus Projects Limited

3. Mr. D. P. Goyal Managing Director 03132505 Nil Nil Nil -

4. Mr. Venkatesan Narayanan

I/NE 00765294 3 3 1 Independent Non-Executive Director, Industrial Investment Trust Limited

5. Mr. Milind S. Desai I/NE 00326235 2 1 1 Independent Non-Executive Director,Industrial Investment Trust Limited

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6. Mrs. Sujata Chattopadhyay

I/NE 02336683 5 1 1 Independent Non-Executive Director:(a) Industrial Investment Trust Limited(b) Polygenta Technologies Limited(c) Vakrangee Limited(d) Steel Exchange India Limited

NI- Non Independent Director I- Independent Director NE- Non Executive Director NEC- Non Executive Chairman* Excludes directorships in foreign companies, private limited companies and Companies under Section 8 of the Companies Act,

2013. # Excludes Committees other than Audit Committee and Stakeholders Relationship Committee of Public Limited Companies.

None of the Directors on the Board hold directorships in more than ten public companies and memberships in more than ten Committees and they do not act as Chairman of more than five Committees across all companies in which they are directors.

d) Board Procedures, Board Meetings and Annual General Meeting: The Board meets at regular intervals to discuss and decide on business strategies/policies and to review the financial performance

of the Company. The Board Meetings are scheduled well in advance to facilitate the Directors to plan their schedules accordingly. In case of business exigencies, the Board’s approval is taken through circular resolutions. The circular resolutions are noted in the subsequent Board Meeting.

The notice and detailed agenda alongwith notes and other material information are sent in advance separately to each Director. For each meeting, a detailed agenda is prepared in consultation with the Chairman. The Board has complete access to any information within your Company which includes the information as specified in Regulation 17 of the Listing Regulations.

The draft minutes of the Board and its Committees are sent to the Directors / Members of the Board / Committees for their comments and then the minutes are entered in the minutes book within 30 days of the conclusion of the meeting.

During the Financial Year 2018-19, the Board met six times. The meetings were held on April 19, 2018, May 28, 2018, August 14, 2018, November 13, 2018, February 11, 2019 and March 18, 2019. The interval between two meetings was well within the maximum period under Section 173 of the Companies Act, 2013 and Regulation 17(2) of the Listing Regulations.

The necessary quorum was present for all the meetings.

Attendance of Directors at the Board Meetings during the year 2018-19 and at the Annual General Meeting (AGM):

Name of the Director

No. of Board Meetings held during the year

2018-2019

Attendance at the AGM held on September

21, 2018Held Attended

Dr. B. Samal 6 6 YesMr. Bipin Agarwal 6 5 YesMr. D.P. Goyal 6 4 YesMr. Venkatesan Narayanan 6 6 YesMr. Milind S.Desai 6 6 YesMrs. Sujata Chattopadhyay 6 3 Yes

e) Disclosure of relationship between directors inter-se None of the Directors of the Company are related to each

other.f) Number of shares and convertible instruments held by

Non-Executive Directors None of the Non-Executive Directors hold any share or

convertible instruments of the Company.

g) Skills / Expertise / Competence of the Board of Directors

The Board has identified the following skills / expertise / competencies fundamental for the effective functioning of the Company which are currently available with the Board: Expertise in Real Estate Industry; Governance; Managerial and entrepreneurial skills for Business Development. Our Chairman Dr. B. Samal has served as Chairman & Managing Director of Allahabad Bank and Industrial Investment Bank of India and has held many important posts during his vast career of 35 years in Banking and Finance.

h) Independent Directors: The Company has appointed Independent Directors

who possess relevant expertise and experience and are persons of high integrity. Apart from receiving Directors remuneration, they do not have material pecuniary relationship with the Company and do not hold two percent or more of the total voting power of the Company. None of the Independent Directors are promoters or related to the promoters.

All Independent Directors of the Company have been appointed as per the provisions of the Act and Listing

3938



Regulations. Formal letters of appointment have been issued to Independent Directors. The terms and conditions of appointment have been disclosed on the website of the Company viz. www.iitlprojects.com.

In the opinion of the Board, the Independent Directors of the Company fulfill the conditions for appointment as Independent Directors as specified in the Companies Act, 2013 and the SEBI Listing Regulations and are independent of the management.

3. FAMILIARISATION PROGRAMME: The Company has formulated a Familiarisation Programme

for Independent Directors with an aim to familiarise the Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company etc., to provide them with better understanding of the business and operations of the Company and so as to enable them to contribute significantly to the Company.

The Company conducts periodical meetings and makes presentations to familiarise Independent Directors with the strategy, operations and functions of the Company. During the year under review a separate meeting of Independent Directors was held on March 18, 2019.

The details of such familiarisation programme have been disclosed on the website of the Company under the web link http://www.iitlprojects.com/investorRelations.aspx

4. EVALUATION OF BOARD AND ITS COMMITTEES: During the year, the Board has carried out an annual evaluation

of its own performance, performance of the Directors, as well as the evaluation of the working of its Committees.

The Nomination and Remuneration Committee (NRC) has defined the evaluation criteria, procedure and time schedule for the Performance Evaluation process for the Board, its Committees and Directors. The criteria for Board Evaluation include inter alia, structure of the Board, including qualifications, experience and competency of Directors, diversity in Board and process of appointment; Meetings of the Board, including regularity and frequency, agenda, discussion and dissent, recording of minutes and dissemination of information; functions of the Board, including strategy and performance evaluation, corporate culture and values, governance and compliance, evaluation of risks, grievance redressal for investors, stakeholder value and responsibility, conflict of interest, review of Board evaluation and facilitating Independent Directors to perform their role effectively; evaluation of management’s performance and feedback, independence of management from the Board, access of Board and management to each other, succession plan and professional development; degree of fulfillment of key responsibilities, establishment and delineation of responsibilities to Committees, effectiveness of Board processes, information and functioning and quality of relationship between the Board and Management.

5. GOVERNANCE CODES: Code of Conduct As required by Regulation 17 (5)(b) of SEBI (Listing Obligations

& Disclosures Requirements) Regulations, the Board of Directors of the Company have adopted a Code of Conduct for all Board members and Senior Management of the Company. The members of the Board of Directors and Senior Management have affirmed compliance of the said Code during the period under review. The code of conduct suitably incorporates the duties of independent directors as laid down in the Companies Act, 2013. A declaration to this effect signed by the Managing Director of the Company forms part of this Annual Report.

The full text of the Code is disclosed on the Company’s website www.iitlprojects.com/AboutUs.aspx

Code of Conduct for Prohibition of Insider Trading Your Company has adopted a Code of Conduct as per

SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended. All Designated Persons who could have access to the Unpublished Price Sensitive Information of the Company are governed by the Code. During the year under review, there has been due compliance with SEBI (Prohibition of Insider Trading) Regulations, 2015.

This Code is displayed on the Company’s website viz. www.iitlprojects.com/Code-for-Prohibition-of-Insider-Trading-under-SEBI-(PTI)-Regulations-2015.pdf

6. COMMITTEES OF THE BOARD: The Board of Directors has constituted various Committees

to deal with specific area and activities which concern the Company and requires a closer review. The Committees are formed with the approval of the Board and function under their respective Charters. These Committees play an important role in the overall day- to- day affairs and governance of the Company. The Committees meet at regular intervals and take necessary steps to perform its duties entrusted by the Board. The Minutes of the Committee Meetings are placed before the Board for noting.

The Board currently has the following Committees: A) Audit Committee: The Audit Committee was constituted on June 30, 2001.

It was last reconstituted on August 09, 2016. Audit Committee of the Board of Directors (“the Audit Committee”) is entrusted with the responsibility to supervise the Company’s internal controls and financial reporting process. The composition, quorum, powers, role and scope are in accordance with Section 177 of the Companies Act, 2013 read with the provisions of Regulation 18 of SEBI (Listing Obligations & Disclosures Requirements) Regulations, 2015.

Meetings and Attendance: The Audit Committee met six times during the Financial

Year 2018-19. The maximum gap between two Meetings was not more than 120 days. The Committee met on April 19, 2018, May 28, 2018, August 14, 2018, November 13, 2018, February 11, 2019 and March 18, 2019. The requisite quorum was present at all the Meetings. The Chairman of the Audit Committee was present at the Annual General Meeting of the Company held on September 21, 2018.

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The composition and attendance of members at the Audit Committee Meetings are as follows:

Audit Committee Members

Category/Status Number of meetings during

the Financial Year 2018-19Held Attended

Mr. Milind S. Desai

Independent Director/ Chairman

6 6

Dr. B. Samal Non- Independent Director/Member

6 6


Independent Director/ Member

6 6

Each member of the Audit Committee has relevant experience in the field of accounts, finance and taxation with the Chairman of the Committee being a Chartered Accountant.

The representatives of Statutory Auditors are permanent invitees to the Audit Committee Meetings. They have attended all the Audit Committee meetings during the year.

Mr. Safal Jain, Company Secretary & Compliance Officer acts as Secretary to the Committee as required by Regulation 18(1) (e) of the Listing Regulations.

Terms of reference:1. Oversight of the company’s financial reporting process

and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;

2. Recommendation for appointment, remuneration and terms of appointment of auditors of the company;

3. Approval of payment to statutory auditors for any other services rendered by the statutory auditors;

4. Reviewing and Examination, with the management, the annual financial statements and auditor’s report thereon before submission to the board for approval, with particular reference to:

a. Matters required being included in the Director’s Responsibility Statement to be included in the Board’s report in terms of clause (c) of sub-section 3 of section 134 of the Companies Act, 2013.

b. Changes, if any, in accounting policies and practices and reasons for the same

c. Major accounting entries involving estimates based on the exercise of judgment by management

d. Significant adjustments made in the financial statements arising out of audit findings

e. Compliance with listing and other legal requirements relating to financial statements

f. Disclosure of any related party transactions

g. Qualifications in the draft audit report

5. Reviewing, with the management, the quarterly financial statements before submission to the Board for approval;

6. Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter;

7. Review and monitor the auditor’s independence and performance, and effectiveness of audit process;

8. Approval or any subsequent modification of transactions of the company with related parties;

9. Scrutiny of inter-corporate loans and investments;

10. Valuation of undertakings or assets of the Company, wherever it is necessary;

11. Evaluation of internal financial controls and risk management systems;

12. Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems;

13. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;

14. Discussion with internal auditors of any significant findings and follow up there on;

15. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board;

16. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;

17. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;

18. To review the functioning of the Whistle Blower Mechanism;

19. Approval of appointment of CFO (i.e., the whole-time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience and background, etc. of the candidate;

20. Carrying out any other function as prescribed by the Board of Directors from time to time.

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B) Nomination and Remuneration Committee: The Nomination and Remuneration Committee comprises

of three Non-Executive Directors. Mr. Milind Desai, Independent Director is the Chairman of the Committee. The other members of the Nomination and Remuneration Committee include Mr. Venkatesan Narayanan and Mrs. Sujata Chattopadhyay, Independent Directors. The Composition of Nomination and Remuneration Committee is in accordance with the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of the Listing Regulations. The Committee was last reconstituted on December 12, 2017.

Objective The Key Objectives of the Committee:

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

b) To evaluate the performance of the members of the Board and provide necessary report to the Board for further evaluation.

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

Meeting and Attendance The Nomination and Remuneration Committee met three

times during the year on April 19, 2018, August 14, 2018 and March 18, 2019. The requisite quorum was present in the meeting. The Chairman of the Nomination and Remuneration Committee was present at the Annual General Meeting of the Company.

The Composition and attendance of members at the Nomination and Remuneration Committee Meeting are as follows:

Nomination and Remuneration Committee Members

Status No. of Nomination and Remuneration

Committee Meetings Attended

Mr. Milind S. Desai Chairman 3Mr. Venkatesan Narayanan

Member 3


Member 2

Terms of reference:a. Identification of persons who are qualified to become

Directors and who may be appointed in Senior Management in accordance with the criteria laid down, recommendation to the Board about their appointment and removal and carrying out evaluation of every Director’s performance;

b. Formulation of the criteria for determining qualifications, positive attributes and independence of a Director and recommendation to the Board a Policy, relating to the remuneration for the Directors, Key Managerial Personnel and other employees;

c. Formulate a policy relating to the remuneration for the Directors, Key Managerial Personnel and other employees and while formulating the policy the Committee to ensure that the:i. Level and composition of remuneration is reasonable

and sufficient to attract, retain and motivate Directors of the quality required to run the Company successfully;

ii. Relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

iii. Remuneration to Directors, Key Managerial Personnel and Senior Management involves a balance between fixed and incentive pay reflecting short and long term performance objectives appropriate to the working of the Company and its goals.

d. In cases where any services rendered by a Director are of a professional nature to opine whether the Director possesses the requisite qualification for the practice of the profession;

e. Approve the payment of remuneration of Managing Director or Whole-time Director or a Manager (Managerial Person) for the purposes of Section II (dealing with remuneration payable by companies having no profit or inadequate profit without Central Government approval) of Part II of the Schedule V (under sections 196 and 197) of Companies Act, 2013;

f. To look into the entire gamut of remuneration package for the working Director(s) and revise their remuneration suitably within the limits prescribed under the Companies Act, 2013 or any rules, or amendments thereto, with power to consider fixing/re-fixing salaries, perquisites and other terms of remuneration of the working Director(s) of the Company subject to approval of shareholders, where necessary;

g. To decide on the commission payable to the Directors within the prescribed limit and as approved by the shareholders of the Company;

h. To attend to such other matters and functions as may be prescribed from time to time.

Evaluation The Committee carries out evaluation of performance

of every Director, Key Managerial Personnel and Senior Management at regular intervals (yearly).

Performance Evaluation of Independent Directors The Nomination and Remuneration Committee of the

Board laid down the evaluation criteria for performance of all its Directors including the Independent Directors. The performance evaluation of the Independent Directors has been done by the entire Board of Directors, except the Director concerned being evaluated. The criteria for performance evaluation of the Independent Directors are as follows:• Attendance and participation in the Meetings and timely

inputs on the minutes of the meetings

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• Adherence to ethical standards & code of conduct of Company and disclosure of non - independence, as and when it exists and disclosure of interest

• Raising of valid concerns to the Board and constructive contribution to resolution of issues at meetings

• Interpersonal relations with other directors and management

• Objective evaluation of Board’s performance, rendering independent and unbiased opinion

• Understanding of the Company and the external environment in which it operates and contribution to strategic direction

• Safeguarding interest of whistle-blowers under vigil mechanism and Safeguard of confidential information

Pecuniary transactions with Non-Executive Directors During the year under review, there were no pecuniary

transactions with any Non-Executive Director of the Company. The register of contracts is maintained by the Company under section 189 of the Companies Act, 2013. The register is signed by all the directors present at the respective Board meetings.

Criteria of making payments to Non-Executive Directors

Non-executive directors of the Company play a crucial role in the independent functioning of the Board. They bring in an external perspective to decision-making, and provide leadership and strategic guidance while maintaining objective judgment. They also oversee the corporate governance framework of the Company. The Non- Executive / Independent Director may receive remuneration by way of fees for attending meetings of Board or Committee thereof, provided that the amount of such fees shall not exceed Rs. One Lac per meeting of the Board or Committee or such amount as may be prescribed by the Central Government from time to time.

Nomination and Remuneration Policy The Board, on the recommendation of the Nomination and

Remuneration Committee, has framed a Remuneration Policy providing (a) criteria for determining qualifications, positive attributes and independence of directors and (b) a policy on remuneration for directors, key managerial personnel and other employees. The detailed Nomination and Remuneration Policy is placed on http://www.iitlprojects.com/AboutUs.aspx

Mr. D.P. Goyal, Managing Director of the Company was paid remuneration during the financial year 2018-19 as per the recommendation of the Nomination and Remuneration Committee at its meeting held on August 14, 2018 and approved by the Members at the Annual General Meeting held on September 21, 2018. The tenure of office of the Managing Director is from October 01, 2018 to September 30, 2019. The term of office of Mr. D.P. Goyal is due to expire on September 30, 2019. The Board

of Directors in their meeting held on August 19, 2019 and on the recommendation of Nomination and Remuneration Committee had approved re-appointment of Mr. D.P. Goyal as the MD of the Company for a further period of One year with effect from October 01, 2019 to September 30, 2020, subject to the approval of the members on such term and conditions as set out in the Notice of the ensuing Annual General Meeting. The service condition provides that his service may be terminated by either party, by giving three months’ notice in writing. There are no severance fees fixed by the Company in case of early termination of service contract.

Apart from fixed components set by Nomination & Remuneration Committee, no performance linked incentives are paid to Mr. D. P. Goyal. The details of the remuneration as per the Company’s rules paid to Mr. D. P. Goyal during the financial year 2018-2019 are given below:

(Amount in Rs.)

Name Salary Perquisites Contribution to P.F and

other funds

Total

Mr. D. P. Goyal 27,00,000 3,00,000 - 30,00,000

Details of remuneration paid to Non-Executive Directors for the year 2018-2019 are given below:

Sitting Fees (excluding Service Tax/GST) (Amount in Rs.)

Name Board Meetings

Committee Meetings

Total

Dr. B. Samal 1,20,000 1,40,000 2,60,000Mr. Bipin Agarwal 1,00,000 20,000 1,20,000Mr. Venkatesan Narayanan 1,20,000 2,40,000 3,60,000Mr. Milind S. Desai 1,20,000 2,20,000 3,40,000Mrs. Sujata Chattopadhyay 60,000 80,000 1,40,000

None of the directors held any equity shares in the company as on March 31, 2019.

Stock Option:

Presently, the Company does not have any practice of granting stock options.

C) Stakeholders’ Relationship Committee (SRC):

The Board had constituted Stakeholders’ Relationship Committee on December 16, 2002. The Committee was last reconstituted on December 12, 2017. All the members of the Committee are Non-Executive and Independent Directors. The composition of the Stakeholders’ Relationship Committee is in compliance with the provisions of Section 178 of the Companies Act, 2013 and Regulation 20 of SEBI Listing Regulations.

During the year under review, a meeting of the Stakeholders’ Relationship Committee was held on March 18, 2019.

The composition and attendance of members at the SRC Meeting as on March 31, 2019 are as follows:

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Stakeholders’ Relationship Committee Members

Status No. of Stakeholders Relationship

Committee Meetings Attended


Chairman 1

Mr. Milind S. Desai Member 1


Member 1

The broad terms of reference of this stakeholders’ relationship committee are as under:

1) approves and monitors transfers, transmissions, splitting and consolidation of shares and the issue of duplicate certificates; and

2) looks into various issues relating to stakeholders, including redressing of complaints received from stakeholders, relating to transfer of shares, non-receipt of Annual Reports, dividends etc.

During the year under review, there were no transfers/transmissions request and no grievances were received from the shareholders of the Company.

Name address and designation of Compliance Officer:

Mr. Safal Jain

Company Secretary

Rajabahadur Mansion,

2nd Floor, 28, B.S. Marg,

Fort, Mumbai-400 001

Telephone -011-43250100

Details of Shareholders’ Complaints:

Shareholders / Investors Complaints No. of Complaints

Complaints as on April 01, 2018 Nil

Complaints received during 2018-2019 Nil

Complaints not solved to the satisfaction of shareholders

Nil

Complaints pending as on March 31, 2019 Nil

The Company attends to investors & shareholders grievances within 15 days from the date of receipt of the same.

D) Corporate Social Responsibility Committee:

Pursuant to Section 135 of the Companies Act, 2013, the Corporate Social Responsibility (CSR) Committee was constituted on February 03, 2015. The CSR Committee of the Company comprised of 3 Members of which one is Independent Director as a member of the Committee.

During the year under review, a meeting of the CSR Committee was held on March 18, 2019. The composition and attendance of members at the Corporate Social Responsibility Committee Meeting as on March 31, 2019 are as follows:

Corporate Social Responsibility Committee Members

Status No. of Corporate Social Responsibility Committee Meetings

Attended

Dr. B. Samal Chairman 1

Mr. Bipin Agarwal Member 1


Member 1

The Company has formulated the CSR Policy, which is uploaded on the website of the Company viz. www.iitlprojects.com/AboutUs.aspx

The term of reference of the Corporate Social Responsibility Committee, are as follows:

a) To formulate and recommend to the Board, a Corporate Social Responsibility Policy which shall indicate the activities to be undertaken by the Company as specified in Schedule VII of the Companies Act, 2013 and amendments thereto;

b) To recommend the amount of expenditure to be incurred on such activities; and

c) To monitor the Corporate Social Responsibility Policy of the Company from time to time.

E) General Body Meetings / Postal Balloti) Annual General Meeting Details of the last three Annual General Meetings (AGM) of

the Company and Special Resolutions passed there at are as under:

Financial Year

AGM Day, Date Time Venue Special Resolution Passed

2015-2016 22nd AGM

Friday, September 16, 2016

11:30 a.m.

M.C.Ghia Hall,4th Floor, Bhogilal Hargovindas Building, 18/20, K. Dubash Marg, Kaala Ghoda, Mumbai- 400 001.

• Ratificationof Terms of Appointment of Mr. D. P. Goyal as Managing Director of the Company.

2016-2017 23rd AGM

Saturday, September 23, 2017

11:30 a.m.


• Re-appointmentof Mr. D.P. Goyal as Managing Director of the Company.

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2017-2018

24th AGM

Friday, September 21, 2018

11:30 a.m.


• Appointmentof a Director in place of Dr. B. Samal (DIN: 00007256), who retires by rotation and being eligible, offers himself for re-appointment:

• Re-appointmentof Mr. D.P. Goyal as Managing Director of the Company.

• Resolutionforfixationoffeefor delivery of document through a particular mode

ii) Postal Ballot: During the year under review, no resolution has been

passed through the exercise of postal ballot.7. OTHER DISCLOSURES:

a) Related Party Transactions: All transactions entered into by the Company with related

parties, during the financial year 2018-2019, were in ordinary course of business, on arm’s length basis and were in compliance with the provisions set out in the Companies Act, 2013 read with the Rules issued thereunder and Regulation 23 of the Listing Regulations.

Sub-regulation (1) of Regulation 23 of SEBI Listing Regulations explains that “A transaction with a related party shall be considered material if the transaction(s) to be entered into individually or taken together with previous transactions during a financial year, exceeds ten percent of the annual consolidated turnover of the listed entity as per the last audited financial statements of the listed entity.”

As required under Listing Regulations, the Company has formulated a policy on materiality of related party transactions and on dealing with related party transactions. The policy is available on the website of the Company.

(Weblink: http://www.iit lprojects.com/POLICY-on-materiality-of Related-Party-Transactions.pdf).

All Related Party Transactions were placed before the Audit Committee for its prior approval, during the financial year 2018-19 and the Committee has approved Related Party Transactions in line with the policy of dealing with Related Party Transactions and the applicable provisions of the Companies Act, 2013 read with the Rules issued thereunder and the Listing Regulations (including any statutory modification(s) or re-enactment(s) thereof for the time being in force).

Materially significant related party transactions that may have potential conflict with the interests of the Company at large:

There are no materially significant related party transactions that may have potential conflict with the interest of the Company at large.

b) No penalties or strictures have been imposed on the Company by SEBI, Stock Exchanges or any other statutory authority, for non-compliance of any laws, on any matter related to the capital markets, during the last three years.

c) The Company has complied with all applicable mandatory requirements in terms of SEBI Listing Regulations. A report on compliances on the applicable laws for the Company is placed before the Board on a quarterly basis for its review.

d) Review of Directors’ Responsibility Statement The Board in its Report to the Members of the Company

have confirmed that the Annual Accounts for the year ended March 31, 2019 have been prepared as per applicable Indian Accounting Standards (Ind AS) and policies and that sufficient care has been taken for maintaining adequate accounting records.

e) The Company has obtained a Certificate from M/s Chandanbala Jain & Associates, Company Secretaries that none of directors on the board of the company have been debarred or disqualified from being appointed or continuing as directors of companies by Board / Ministry of Corporate Affairs or any such statutory authority. The requisite certificate is enclosed to the Report on Corporate Governance as Annexure - A.

f) The Board of Directors of the Company has accepted all the recommendations made by all the Committees.

g) Total fees for all services paid by the Company, to Statutory Auditor, M/s Maharaj N. R. Suresh and Co., Chartered Accountants, for the year ended March 31, 2019 are as under: Particulars (Amount in `)Audit Fees 5,25,000/-Taxation Matters NilOther Services 5,25,000/-Out of Pocket Expenses 3,75,809/-Total 14,25,809/-

h) Disclosures in relation to Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

The disclosure as required under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 is given below: Sr. No. Particulars No. of complaints

1. Number of complaints filed during FY 2018-2019

Nil

2. Number of complaints disposed of during FY 2018-2019

Nil

3. Number of complaints pending as on end of FY 2018-2019

Nil

4544



i) Details of utilization of funds raised through preferential allotment or qualified institutional placement (QIP) as specified under Regulation 32(7A)

This Clause is not applicable to the Company as the Company has not raised any fund through preferential allotment and / or QIP.

j) Credit Rating The Company has not obtained any Credit Ratings during

the year ended March 31, 20198. COMPLIANCE WITH OTHER MANDATORY/NON

MANDATORY REQUIREMENTS:(a) Management Discussion and Analysis A Management Discussion and Analysis Report forms

part of the Annual Report and includes discussions on various matters specified under Regulation 34(3) read with Schedule V of SEBI Listing Regulations, 2015.

(b) The Company has adopted a Policy for Preservation of Documents. The said policy has been also put up on the website of the Company at the following link:

http://www.iitlprojects.com/AboutUs.aspx(c) Separate Meeting of Independent Directors A separate meeting of Independent Directors of the

Company, without the attendance of Non-Independent Directors and members of management, was held on March 18, 2019, as required under Schedule IV to the Act and Regulation 25(3) of the Listing Regulations. At the Meeting, the Independent Directors: • Reviewed the performance of Non-Independent

Directors and the Board of Directors as a whole; • Reviewed the performance of the Chairman of

the Company, taking into account the views of the Managing Director and Non-Executive Directors; and

• Assessed the quality, quantity and timeliness of flow of information between the management of the Company and the Board of Directors that is necessary for the Board of Directors to effectively and reasonably perform its duties.

All Independent Directors of the Company attended the Meeting of Independent Directors. Mr. Venkatesan Narayanan chaired the Meeting.

(d) Vigil Mechanism/ Whistle Blower Policy As required by Companies Act, 2013 and Regulation 22

of the Listing Regulations, your Company has formulated a Vigil Mechanism / Whistle Blower Policy to maintain the standard of ethical, moral and legal conduct of business operations. A Vigil (Whistle Blower) mechanism provides a channel to the employees and Directors to report to the management concerns about unethical behavior, actual or suspected fraud or violation of the Codes of conduct or policy. The mechanism provides for adequate safeguards against victimization of employees or Directors or any other person to avail of the mechanism.

Your Company hereby affirms that no Director/ employee or any other person who avails the mechanism has been denied access to the Chairman of the Audit Committee and that no complaints were received during the year.

The Whistle Blower Policy has been disclosed on the Company ’s webs i te under the web l i nk http://www.iitlprojects.com/AboutUs.aspx and circulated to all the Directors / employees.

(e) Reconciliation of Share Capital Audit M/s Chandanbala Jain & Associates, Practicing Company

Secretary carried out a share capital audit to reconcile the total admitted equity share capital with the National Securities Depository Limited (“NSDL”) and the Central Depository Services (India) Limited (“CDSL”) and the total issued and listed issued equity share capital. The audit report confirms that the total issued/paid up capital is in agreement with the total number of shares in physical form and the total number of dematerialized shares held with NSDL and CDSL.

(f) Disclosure of Accounting Treatment The Company has prepared the Financial Statements in

accordance with the Indian Accounting Standards (Ind AS) to comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and other relevant provisions of the Act.

(g) Disclosure on Risk Management The Company has framed a Risk Management Policy which

is periodically reviewed by the Board.(h) CEO/CFO Certification: In terms of the requirements of Regulation 17(8) of the

Listing Regulations, Chairman, Dr. B. Samal, Managing Director, Mr. D.P. Goyal and Chief Financial Officer, Mr. Hemang Ladani have submitted necessary certificate to the Board of Directors stating the particulars specified under the said regulations.

This certificate has been reviewed and taken on record by the Board of Directors at its meeting held on May 22, 2019 and is enclosed as Annexure B.

(i) Note on appointment or re-appointment of Directors As required under Regulation 36(3) of the Listing

Regulations, particulars of the Directors seeking re-appointment / appointment are given in the Explanatory Statement to the Notice of the Annual General Meeting to be held on September 21, 2019.

(j) Discretionary Requirements as prescribed in Schedule II Part E of SEBI Listing Regulations, 2015.

Besides complying with mandatory requirements of the Listing Agreement, the Company has also complied with the following Non-mandatory requirements of Listing Agreement.• Audit Qualifications The Company continues to remain in the regime

of unqualified financial statements and submits a

4746



Declaration with regard to Audit Reports on Standalone & Consolidated Financial Results for the year ended March 31, 2019 with unmodified opinion to the Stock Exchanges.

• Reporting by internal auditor The Internal Auditor reports directly to the Audit

Committee.• Separate posts of Chairman and Managing Director The Company has maintained separate posts of a

Non-Executive Chairman and a Managing Director.10. MEANS OF COMMUNICATION:a) The quarterly / half -yearly/ annual results are communicated

to the BSE Limited where the Company’s shares are listed and published in Free Press Journal (English) and Navshakti (Marathi).

b) The Company has not made any presentation to any institutional investor or to any analyst during the year.

c) The Annual General Meeting of the Company is the principal forum for face-to-face communication with the Shareholders.

d) Management Discussion and Analysis Report forms part of the Company’s Annual Report.

e) The Company has its website namely www.iitlprojects.com, which contains a separate dedicated section ‘Investor Relations’, which provides comprehensive information of interest to our investors and the Annual Report of the Company in a user-friendly and downloadable form. The quarterly/half-yearly results are also available on the Company’s website and website of BSE Limited where the shares of the Company are listed.

11. GENERAL SHAREHOLDERS INFORMATION:Company Registration Details

The Company is registered in the state of Maharashtra. The Corporate Identification Number (CIN) allotted to the Company by Ministry of Corporate Affairs (MCA) is L01110MH1994PLC082421.

AGM : Date, Time and Venue

September 21, 2019 at 11.30 a.m. at M.C. Ghia Hall, 4th Floor, Bhogilal Hargovindas Building, 18/20, Dubash Marg, Kaala Ghoda, Mumbai- 400 001.

Financial CalendarFinancial Year ending

Results for Quarter ending :June 30, 2019September 30, 2019December 31, 2019March 31, 2020 (Audited annual results)

2019-20March 31, 2020

(Tentative)On or before August 14, 2019On or before November 14, 2019On or before February 14, 2020On or before May 30, 2020

Date of Book Closure September 14, 2019 to September 21, 2019 (both days inclusive)

Dividend Payment Date Not ApplicableListing on Stock Exchange

BSE LimitedDalal Street, Mumbai - 400 001

Scrip Code 531968

Payment of Listing Fees Annual listing fee for the year 2019-2020 (as applicable) has been paid by the Company to BSE.

Market price Data : High, Low and performance details during each month in the financial year 2018-2019

Refer point (a) & (b) below

Registrar and Share Transfer Agents

Purva Sharegistry (India) Private Limited9, Shiv Shakti Industr ial Estate, J.R. Boricha Marg, Opp. Kasturba Hospital, Lower Parel (East), Mumbai - 400 011.Tel: (022) 2301 8261/2301 6761

Share Transfer System Share Transfers are processed and share certificates are returned within a period of 15 days from the date of receipt, if the documents are clear in all respects.

Distribution of shareholding & Summary of Shareholding Pattern

Refer Point (c) & (d) below.

Demat ISIN Numbers in NSDL & CDSL for Equity Shares

ISIN: INE786E01018

De-materialization of shares and liquidity

As on March 31, 2019, 86.98% of the Company’s total equity shares representing 4,341,185 shares were held in dematerialized form and balance 13.02% representing 649,715 shares were held in physical form.

Outstanding GDR’s/ADR’s/Warrants or any convertible instruments, conversion date and likely impact on equity

The Company has not issued any GDRs/ADRs/Warrants or any convertible instruments in the Financial Year 2018-19.

Commodity price risk or foreign exchange risk and hedging activities

The Company has not faced any Commodity pr ice r isk or foreign exchange risk and is not engaged in any hedging activities.

Plant Location The Company does not have a manufacturing plant.

Address for correspondence

Regd. Off.:Rajabahadur Mansion, 2nd Floor, 2 8 , B o m b a y S a m a c h a r M a r g , Mumbai 400001.Tel : 91 22 43250100Fax : 91 22 22651105OrPurva Sharegistry (India) Private Limited9, Shiv Shakti Industrial Estate, J.R. Boricha Marg, Opp. Kasturba Hospital, Lower Parel (East), Mumbai - 400 011.Tel: (022) 2301 8261/2301 6761

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a) Stock Market Price Data at BSE

MonthBSE

High LowApril , 2018 14.05 14.05May, 2018 15.45 14.75June, 2018 17.5 16.1July, 2018 17.6 17.3August, 2018 23.1 18September, 2018 25 23.7October, 2018 26.75 24.75November, 2018 27.9 27.9December, 2018 20.90 22.00January , 2019 26.55 24February , 2019 22.95 21.8March, 2019 Nil* Nil*

* There were no trades conducted during these months.

b) Graph

Share Price/BSE (Monthly Closing)

Apr-1

8

May

-18

Jun-

18

Jul-1

8

Aug-1

8

Sep-1

8

Oct

-18

Nov-1

8

Dec-1

8

Jan-

19

Feb-1

9

Mar

-19

BSE - SENSEX - Chart

15

10

5

0

20

25

30

30,000

28,000

32,000

26,000

34,000

36,000

Stock_IITL Projects Ltd SENSEX

38,000

40,000

c) Distribution of shareholding as on March 31, 2019

Range of equity shares held

No. of Share-holders

% of total share-

holders

Amount in Rs.

% of total

sharesupto 5,000 343 74.40 3,17,180 0.645,001 to 10,000 35 7.59 2,86,780 0.5710,001 to 20,000 34 7.38 5,15,090 1.0320,001 to 30,000 6 1.30 1,49,170 0.3030,001 to 40,000 7 1.52 2,40,620 0.4840,001 to 50,000 2 0.43 83,560 0.1750,001 to 1,00,000 16 3.47 13,05,380 2.621,00,001 and above 18 3.90 4,70,11,220 94.19

Total 461 100.00 4,99,09,000 100.00

d) Summary of Shareholding Pattern as on March 31, 2019

Category No. of Share- holders

No. of Shares

held

% of total

shares

Promoters 1 35,80,347 71.74

Bodies Corporate 18 1,85,901 3.72

Indian Public : a) Individual Shareholders holding nominal share capital up to ` 2 lakh.

413 2,54,276 5.09

b) Individual Shareholders holding nominal share capital in excess of ` 2 lakh.

10 7,37,114 14.77

NRIs 3 604 0.01

HUF 10 22,882 0.46

Clearing Member 6 2,09,796 4.20

Total 461 4,990,900 100.00Dematerialisation

The Company has entered into agreements with National Security Depository Limited and Central Depository Services (India) Limited for the dematerialisation of shares. As on March 31, 2019, a total of 43,41,185 shares, which forms 85.96% of the share capital of the Company stands dematerialized and 6,49,715 shares which forms 12.87 % of the share capital are in physical form.

Auditors Certificate on Corporate Governance

The Auditors Certificate in Compliance with SEBI Listing Regulations, 2015 relating to Corporate Governance is enclosed as Annexure C.

Declaration Regarding Compliance by Board Members and Senior Management Personnel with the Company’s Code of Conduct

It is hereby affirmed that all the Directors and Senior Management Personnel have complied with the Code of Conduct framed by the Company and a confirmation to that effect has been obtained from the Directors and Senior Management.

On behalf of the Board of Directors

D.P.GoyalMumbai Managing DirectorAugust 19, 2019 (DIN : 03132505)

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Annexure A

CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS (pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the SEBI (Listing Obligations and Disclosure

Requirements) Regulations, 2015)

To,

The Members of IITL Projects Limited Rajabahadur Mansion, 2nd Floor 28 Bombay Samachar Marg Fort, Mumbai 400 001

We have examined the relevant registers, records, forms, returns and disclosures received from the Directors of IITL Projects Limited having CIN L01110MH1994PLC082421 and having registered office at Rajabahadur Mansion, 2nd Floor, 28 Bombay Samachar Marg, Fort, Mumbai 400 001 (hereinafter referred to as ‘the Company’), produced before us by the Company for the purpose of issuing this Certificate, in accordance with Regulation 34(3) read with Schedule V Para-C Sub-clause 10(i) of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

In our opinion and to the best of our information and according to the verifications (including Directors Identification Number (DIN) status at the portal www.mca.gov.in) as considered necessary and explanations furnished to us by the Company and its officers, we hereby certify that none of the Directors on the Board of the Company as stated below for the financial year ending on March 31, 2019, have been debarred or disqualified from being appointed or continuing as Directors of companies by the Securities and Exchange Board of India, Ministry of Corporate Affairs, or any such other Statutory Authority.

Sr. No. Name of the Director DIN No. Date of Appointment in Company 1 Dr. Bidhubhusan Samal 00007256 05.08.20082 Mr. Bipin Agarwal 00001276 05.08.20083 Mr. Venkatesan Narayanan 00765294 27.06.20094 Mr. D. P. Goyal 03132505 05.07.20105 Mr. Milind S. Desai 00326235 23.03.20136 Ms. Sujata Chattopadhyay 02336683 26.09.2017

Ensuring the eligibility for the appointment / continuity of every Director on the Board is the responsibility of the management of the Company. Our responsibility is to express an opinion on these, based on our verification. This certificate 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.

For Chandanbala Jain & Associates Practicing Company Secretaries

Chandanbala O. Mehta Proprietor

FCS No. 6122, C P No. 6400

Place: Mumbai Date: August 19, 2019

4948



Annexure B

CERTIFICATE

(UNDER REGULATION 17(8) OF SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015

To,

The Board of DirectorsIITL Projects LimitedMumbai

This is to certify that:

a. We have reviewed financial statements and the cash flow statements for the year and that to the best of our knowledge and belief:

i. these statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading;

ii. these statements together present a true and fair view of the company’s affairs and are in compliance with existing accounting standards, applicable laws and regulations.

b. There are, to the best of our knowledge and belief, no transactions entered into by the Company during the year which are fraudulent, illegal or voilative of the Company’s code of conduct.

c. We accept responsibility for establishing and maintaining internal controls for financial reporting and that we have evaluated the effectiveness of the internal control systems of the Company and we have disclosed to the auditors and the Audit Committee, deficiencies in the design or operation of internal controls, if any, of which we are aware and the steps we have taken or propose to take to rectify these deficiencies.

We have indicated to the auditors and the Audit Committee

i. Significant changes, if any, in internal control during the year;

ii. Significant changes, if any, in accounting policies during the year and that the same have been disclosed in the notes to the financial statements; and

iii. We have not come across any instances of fraud or fraudulent activities during the year.

Dr. B. Samal D.P. Goyal Mr. Hemang Ladani Chairman Managing Director Chief Financial Officer

Place: Mumbai Date: May 22, 2019

PB50



Annexure C

CERTIFICATE OF THE AUDITORS TO THE SHAREHOLDERS OF M/S IITL PROJECTS LIMITED ON CORPORATE GOVERNANCE

We have examined the compliance of conditions of Corporate Governance by M/s IITL Projects Limited, for the year ended on March 31, 2019, as stipulated in Regulations 34(3), 55(f) and Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The compliance of conditions of Corporate Governance is the responsibility of the Management. Our examination was limited to procedures and implementations hereof, adopted by the Company for ensuring the compliance of the conditions of Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.

In our opinion and to the best of our information and according to the explanations given to us, we certify that the Company has complied with the conditions of Corporate Governance, as stipulated in the Listing Agreement.

We state that no investor grievance is pending for period exceeding one month against the Company, as per the records maintained by the Stakeholders Relationship Committee.

We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the Management has conducted the affairs of the Company.

For Maharaj N R Suresh and Co. Chartered Accountants

Firm Registration No. 001931S

K V Srinivasan Partner

Membership No. 204368

Place: Mumbai Date: August 19, 2019

51PB



INDEPENDENT AUDITORS’ REPORTTO THE MEMBERS OF IITL PROJECTS LIMITEDReport on the Audit of Standalone Financial Statements:Opinion1. WehaveauditedtheaccompanyingstandalonefinancialstatementsofM/s. IITL Projects Limited (“the Company”), which comprise

theBalanceSheetasatMarch31,2019,theStatementofProfitandLossfortheyear,thestatementofchangesinequity,andthestatementofCashFlowsfortheyearthenendedandnotestofinancialstatementsincludingasummaryofthesignificantaccountingpoliciesandotherexplanatoryinformation(hereinafterreferredtoas“thestandalonefinancialstatements”).

2. Inouropinionandtothebestofourinformationandaccordingtotheexplanationsgiventous,theaforesaidstandalonefinancialstatementsgivetheinformationrequiredbytheCompaniesAct,2013(“Act”)inthemannersorequiredandgiveatrueandfairviewinconformitywiththeIndianAccountingStandardsprescribedundersection133oftheActreadwiththeCompanies(IndianAccountingStandards)Rules,2015,asamended,(“IndAS”)andotheraccountingprinciplesgenerallyacceptedinIndia,ofthestateofaffairsoftheCompanyasatMarch31,2019,theLossfortheyearendedonthatdate.

Basis of Opinion3. WeconductedourauditofthestandalonefinancialstatementsinaccordancewiththeStandardsonAuditing(SAs)specifiedunder

section143(10) of theCompaniesAct 2013.Our responsibilities under thoseStandardsare further described in theAuditor’sResponsibilitiesfortheAuditoftheStandaloneFinancialStatementssectionofourreport.WeareindependentoftheCompanyinaccordancewiththeCodeofEthicsissuedbytheInstituteofCharteredAccountantsofIndiatogetherwiththeEthicalrequirementsthatarerelevanttoourauditofthestandalonefinancialstatementsundertheprovisionsoftheCompaniesAct,2013andtheRulesthereunder,andwehavefulfilledourotherethicalresponsibilitiesinaccordancewiththeserequirementsandtheCodeofEthics. Webelievethattheauditevidencewehaveobtainedissufficientandappropriatetoprovideabasisforouropiniononthestandalonefinancialsstatements.

“Material Uncertainty Relating to Going Concern” We draw attention to the following matters in the notes to the standalone financial statements: AsstatedinNoteNo.29&30,InviewofcurrentstatusoftheRealestateindustryandinParticularsadversecashflowsofthetwo

JointVenturenamely,IITL-NimbusTheExpressParkView,andCapitalInfraProjectsPrivateLimited,theirabilitytocontinueasgoingconcernisuncertain.FurtherconsideringthatthecompanyhasalsonetLossof`1,586.39Lakhsfortheyearandthecurrentliabilitiesexceededitstotalassetsindicatethatamaterialuncertaintyexiststhatmaycastsignificantdoubtonthecompany’sabilityto continue as a Going Concern.

Our report is not modified in respect of these mattersKey Audit Matters4. Keyauditmattersarethosemattersthat,inourprofessionaljudgment,wereofmostsignificanceinourauditofthestandalonefinancial

statementsofthecurrentperiod.Thesematterswereaddressedinthecontextofourauditofstandalonefinancialstatementsasawhole,andinformingouropinionthereon,andwedonotprovideaseparateopiniononthesematters.Wehavedeterminedthemattersdescribedbelowtobethekeyauditmatterstobecommunicatedinourreport.

Key Audit Matters Auditor’s ResponseGoing concern

InviewofcurrentstatusoftheRealestateindustryandinParticularsadversecashflowsofthetwoJointVenturenamely,IITL-NimbusTheExpressParkView, and Capital Infra Projects Private Limited, the Company ability tocontinueasgoingconcernisuncertain.TheCompanyfinancialstatementswerepreparedonagoingconcernbasis.Management’sstatementissetoutinNoteNo.29&30tothefinancialstatements.Thisbeingfundamentaltotheunderstandingoffinancialmattersweconsidereditaskeyauditmatter

Based on the audit procedures and tests of themanagementestimatesofthestandalonecashflowsthere exists a significant doubt on the company’sability to continue as a going concern. This is also brought out our audit opinion in Separate paragraph “MaterialUncertaintyRelatedtogoingconcern.”

Impairment provision for Investments in Two joint ventures

BasedonthefinancialstatementofJointventuresaswellasestimatedcashflowimpairmentlossforthefullcarryingvalueisrecognizedasimpairmentloss.Thisbeingsignificantmanagement judgementweconsidereditasaKeyAuditMatter

We applied our audit review procedures on the JV financials auditedbyother auditorsaswell as theestimateofthecashflowsmadebythemanagement.Based on the procedures applied, we concluded necessaryprovisionforimpairmentismade.

5352



Management Responsibilities for the Standalone Financial Statements

5. TheCompany’sBoardofDirectors is responsible for thematters stated in section 134(5) of theCompaniesAct2013,withrespecttothepreparationofthesestandalonefinancial statements that give a trueand fair viewof thefinancialpositionandfinancialperformance,andthecashflowof theCompany in accordancewith theAccountingPrinciples generally accepted in India, including the Accountingstandardsspecifiedundersection133oftheAct.Thisresponsibilityalsoincludesmaintenanceofadequateaccounting records in accordancewith the provisions oftheAct for safeguarding theassetsof theCompanyandforpreventinganddetectingfraudsandotherirregularities;selectionandapplicationofappropriateaccountingpolicies;makingjudgmentsandestimatesthatarereasonableandprudent;anddesign, implementationandmaintenanceofadequate internal financial controls, thatwere operatingeffectively for ensuring the accuracy and completenessoftheaccountingrecords,relevanttothepreparationandpresentationofthestandalonefinancialstatementsthatgiveatrueandfairviewandarefreefrommaterialmisstatement,whetherduetofraudorerror.

6. Inpreparingthestandalonefinancialstatements,managementisresponsibleforassessingtheCompanyabilitytocontinueas a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis ofaccountingunlessmanagementeitherintendstoliquidatethe Company or to cease operations, or has no realistic alternative but to do so.

7. TheBoardofDirectorsareresponsibleforoverseeingtheCompanyfinancialreportingprocess.

Auditor’s Responsibilities for the Audit of the Standalone Financial Statements8. Ourobjectivesare toobtain reasonableassuranceabout

whether the standalone financial statements as awholearefreefrommaterialmisstatement,whetherduetofraudorerror,andtoissueanauditor’sreportthatincludesouropinion.Reasonableassuranceisahighlevelofassurance,but is not a guarantee that an audit conducted in accordance withSAswillalwaysdetectamaterialmisstatementwhenitexists.Misstatementscanarisefromfraudorerrorandareconsideredmaterialif,individuallyorintheaggregate,theycould reasonablybeexpected to influence theeconomicdecisionsofuserstakenonthebasisofthesestandalonefinancialstatements.

9. Aspartofanaudit inaccordancewithSAs,weexerciseprofessionaljudgementandmaintainprofessionalskepticismthroughout the audit. We also:

• Identifyandassesstherisksofmaterialmisstatementofthestandalonefinancialstatements,whetherduetofraudorerror,designandperformauditproceduresresponsivetothoserisks,andobtainauditevidencethat is sufficient andappropriate toprovideabasisforouropinion.The riskofnotdetectingamaterial

misstatement resulting from fraud ishigher than foroneresultingfromerror,asfraudmayinvolvecollusion,forgery,intentionalomissions,misrepresentations,ortheoverrideofinternalcontrol.

• Obtainanunderstandingofinternalcontrolsrelevanttothe audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i)oftheAct,wearealsoresponsibleforexpressingouropiniononwhethertheCompanyhasadequateinternal financial controls system in place and theoperatingeffectivenessofsuchcontrols.

• Evaluate theappropriatenessofaccountingpoliciesusedandthereasonablenessofaccountingestimatesand related disclosures made by management.

• Concludeontheappropriatenessofmanagement’suseofthegoingconcernbasisofaccountingand,basedon the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on theCompany abilitytocontinueasagoingconcern. Ifweconcludethatamaterial uncertainty exists, we are required todrawattention in our auditor’s report to the relateddisclosures in the standalone financial statementsor,ifsuchdisclosuresareinadequate,tomodifyouropinion.Our conclusions are based on the auditevidenceobtaineduptothedateofourauditor’sreport.However,futureeventsorconditionsmaycausetheCompany to cease to continue as a going concern.

• Evaluatetheoverallpresentation,structureandcontentofthestandalonefinancialstatements,includingthedisclosures, andwhether the standalone financialstatements represent the underlying transactions and eventsinamannerthatachievesfairpresentation.

10. Materiality is themagnitude of misstatements in thestandalone financial statements that, individually or inaggregate,makesitprobablethattheeconomicdecisionsofareasonablyknowledgeableuserofthefinancialstatementsmaybeinfluenced.Weconsiderquantitativematerialityandqualitativefactorsin(i)planningthescopeofourauditworkandinevaluatingtheresultsofourwork;and(ii)toevaluatetheeffect of any identifiedmisstatements in the financialstatements.

11. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings thatweidentifyduringouraudit.

12. We also provide those charged with governance with a statement that we have complied with relevant ethical requirementsregardingindependence,andtocommunicatewith them all relationships and other matters that may reasonably be thought to bear on our independence, and whereapplicable,relatedsafeguards.

13. From thematterscommunicatedwith thosechargedwithgovernance, we determine thosematters that were ofmost significance in theaudit of the standalone financial

5352



statementsofthecurrentperiodandarethereforethekeyauditmatters.Wedescribe thesematters inourauditor’sreport unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in ourreportbecausetheadverseconsequencesofdoingsowould reasonably be expected to outweigh the public interest benefitsofsuchcommunication.

Report on Other Legal and Regulatory Requirements14. AsrequiredbySection143(3)oftheAct,wereportthat:

a) Wehavesoughtandobtainedalltheinformationandexplanationswhichtothebestofourknowledgeandbeliefwerenecessaryforthepurposesofouraudit.

b) Inouropinion,properbooksofaccountasrequiredbylawhavebeenkeptbytheCompanysofarasitappearsfromourexaminationofthosebooks.

c) TheBalanceSheet,theStatementofProfitandLossdealtwithby thisReportare inagreementwith thebooksofaccount.

d) In our opinion, the aforesaid standalone financialstatements complywith theAccountingStandardsspecified under Section 133 of theAct, readwith Rule7oftheCompanies(Accounts)Rules,2014.

e) OnthebasisofwrittenrepresentationreceivedfromthedirectorsasonMarch31,2019takenonrecordbytheBoardofdirectors,noneofthedirectorsisdisqualifiedas onMarch 31, 2019 frombeing appointed as adirectorinternsofsection164(2)oftheAct.

f) WithrespecttotheadequacyoftheinternalfinancialcontrolsoverfinancialreportingoftheCompany,andthe operating effectiveness of such controls, refertoourseparateReport in“Annexure A”.Ourreportexpresses an unmodifiedopinion on the adequacyandoperatingeffectivenessoftheCompany’sinternalfinancialcontrolsoverfinancialreporting.

g) With respect to the other matters to be included in the Auditor’sReportinaccordancewiththerequirementsofSection197(16)oftheAct,asamended:

In our opinion and to the best of our informationand according to the explanations given to us, the remuneration paid by the Company to its directors during the year is in accordance with the provisions ofSection197oftheAct.

h) With respect to the other matters to be included in theAuditor’sReport in accordancewithRule 11oftheCompanies (Audit andAuditors)Rules, 2014,as amended, in our opinion and to the best of ourinformationandaccordingtotheexplanationsgivento us:i. The Company has no pending litigation impacting

thefinancialpositioninitsfinancialstatements.ii. the Company did not have any long-term

contracts,includingderivativecontracts;andiii. Therewerenoamounts,whichwere required

tobetransferredtotheInvestorEducationandProtectionFundbytheCompany.

15. As required by theCompanies (Auditors’Report)Order,2016 (“theOrder”) issued by the Central Governmentin terms of Section 143(11) of theAct, we give in “Annexure B” a statement on thematters specified inparagraphs3and4oftheOrder.

For MAHARAJ N R SURESH AND CO Chartered Accountants

FRN NO:001931S

K V Srinivasan Place : Mumbai Partner Date:May 22, 2019 Membership No.204368

5554



“Annexure - A” to the Independent Auditor’s Report of even date on the Standalone Ind AS Financial Statements of M/s. IITL Projects Limited

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”) 1. Wehaveauditedtheinternalfinancialcontrolsoverfinancial

reportingofM/s. IITL Projects Limited (“the Company”) asofMarch31,2019 inconjunctionwithourauditof thestandaloneIndASfinancialstatementsoftheCompanyforthe year ended on that date.

Management’s Responsibility for Internal Financial Controls2. TheCompany’smanagementisresponsibleforestablishing

andmaintaining internal financial controls based on theinternalcontroloverfinancialreportingcriteriaestablishedby the Company considering the essential components of internal control stated in theGuidanceNote onAuditof Internal Financial ControlsOver Financial Reporting(“theGuidanceNote”)issuedbytheInstituteofCharteredAccountants of India.These responsibilities include thedesign, implementation andmaintenance of adequateinternalfinancialcontrolsthatwereoperatingeffectivelyforensuringtheorderlyandefficientconductof itsbusiness,includingadherencetocompany’spolicies,thesafeguardingof its assets, thepreventionanddetectionof fraudsanderrors, theaccuracyandcompletenessof theaccountingrecords, and the timely preparation of reliable financialinformation,asrequiredundertheCompaniesAct,2013.

Auditors’ Responsibility 3. Ourresponsibilityistoexpressanopiniononthecompany’s

internalfinancialcontrolsoverfinancialreportingbasedonour audit. We conducted our audit in accordance with the GuidanceNoteandtheStandardsonAuditing, issuedbyICAIanddeemedtobeprescribedundersection143(10)oftheCompaniesAct,2013,totheextentapplicabletoanaudit of internal financial controls, both applicable to anauditofInternalFinancialControlsand,bothissuedbytheInstituteofCharteredAccountantsofIndia.ThoseStandardsandtheGuidanceNoterequirethatwecomplywithethicalrequirements and plan and perform the audit to obtainreasonable assurance aboutwhether adequate internalfinancialcontrolsoverfinancial reportingwasestablishedandmaintainedandifsuchcontrolsoperatedeffectivelyinall material respects.

4. Our audit involvesperformingprocedures to obtainauditevidence about the adequacy of the internal financialcontrolssystemoverfinancialreportingandtheiroperatingeffectiveness.

5. Ourauditofinternalfinancialcontrolsoverfinancialreportingincluded obtaining an understanding of internal financialcontrolsoverfinancialreporting,assessingtheriskthatamaterialweaknessexists,and testingandevaluating thedesignandoperatingeffectivenessofinternalcontrolbasedontheassessedrisk.Theproceduresselecteddependontheauditor’s judgement, including theassessmentof therisks ofmaterialmisstatement of the standalone IndASfinancialstatements,whetherduetofraudorerror.

6. We believe that the audit evidence we have obtained is sufficientandappropriate toprovideabasis forourauditopinionontheCompanyinternalfinancialcontrolssystemoverfinancialreporting.

Meaning of Internal Financial Controls Over Financial Reporting 7. ACompany’sinternalfinancialcontroloverfinancialreporting

is a process designed to provide reasonable assurance regarding the reliability of financial reporting and thepreparationoffinancialstatementsforexternalpurposesinaccordance with generally accepted accounting principles. ACompany’sinternalfinancialcontroloverfinancialreportingincludes those policies and procedures that (1) pertain to the maintenanceofrecordsthat,inreasonabledetail,accuratelyand fairly reflect the transactions anddispositions of theassetsofthecompany;(2)providereasonableassurancethat transactions are recorded as necessary to permit preparation of financial statements in accordancewithgenerally accepted accounting principles, and that receipts andexpendituresoftheCompanyarebeingmadeonlyinaccordancewithauthorisationsofmanagementanddirectorsof theCompany; and (3) provide reasonable assuranceregarding prevention or timely detection of unauthorisedacquisition,use,ordispositionoftheCompanyassetsthatcouldhaveamaterialeffectonthefinancialstatements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting 8. Because of the inherent limitations of internal financial

controls over financial reporting, including the possibilityofcollusionorimpropermanagementoverrideofcontrols,materialmisstatementsduetoerrororfraudmayoccurandnotbedetected.Also,projectionsofanyevaluationoftheinternalfinancialcontrolsoverfinancialreportingtofutureperiods are subject to the risk that the internal financialcontrol over financial reportingmay become inadequatebecauseof changes in conditions, or that the degreeofcompliance with the policies or procedures may deteriorate.

Opinion 9. In our opinion, the Company has, in all material respects, an

adequateinternalfinancialcontrolsoverfinancialreportingandsuchinternalfinancialcontrolsoverfinancialreportingwereoperatingeffectivelyasatMarch31,2019,basedontheinternalcontroloverfinancialreportingcriteriaestablishedbytheCompanyconsideringtheessentialcomponentsofinternalcontrolstatedintheGuidanceNoteissuedbytheInstituteofCharteredAccountantsofIndia.


FRN NO:001931S


5554



“Annexure B” to the Independent Auditors Report(referred to in paragraph 15 under the heading ‘Report on Other Legal & Regulatory Requirements’ of our report of even date to the standalone Ind AS financial statements of the Company for the year ended 31st March, 2019)

Asperthebooksandrecordsproducedbeforeusandaspertheinformationandexplanationsgiventousandbasedonsuchauditchecksthatweconsiderednecessaryandappropriate,weconfirmthat:

(i) (a) TheCompanyhasmaintainedproperrecordsshowingfullParticulars,includingquantitativedetailsandsituationoffixedassets;

(b) Thesefixedassetshavebeenphysicallyverifiedbythemanagement in accordance with its phased programme designed to cover the assets of all locations/Units byphysicalverificationoveraperiodofone tofiveyears,which in our opinion, is reasonable having regard to the size of theCompanyandnature of its assets, andnomaterialdiscrepancieswerenoticedonsuchverifications

(c) The Company does not have any immovable property of freehold or leasehold land and building and hencereportingunderclause(i)(c)oftheOrderisnotapplicable.

(ii) Asexplained tous, thestockofunits incompletedprojectswerephysicallyverifiedduringtheyearbytheManagementat reasonable intervals and no material discrepancies were noticed.

(iii) The Company has not granted any loans, secured or unsecured to companies, firms, Limited LiabilityPartnerships or otherparties covered in the register maintained under section 189 oftheCompaniesAct,2013duringtheperiodunderreview.

(iv) TheCompanyhascompliedwiththeprovisionsofSection185and186oftheCompaniesAct,2013inrespectofinvestmentsand Guarantee provided by the Company. The Company has not granted loans to any company covered under Section 185.

(v) TheCompanyhasnotacceptedanydepositsformthepublic.

(vi) Aspertheexplanationandinformationgiventous,theCentralGovernment has prescribedmaintenance ofCostRecordsunderSub-section(1)ofSection148oftheCompaniesAct,2013.Accordinglytheclause4(vi)oftheorderisnotapplicableto the company.

(vii) AccordingtotheinformationandexplanationsgiventousinrespectofStatutorydues:

(a) The company is regular in depositing with appropriate authorities undisputed statutory dues including Provident fund,IncomeTax,Wealthtax,ESI,Professionaltaxandother material statutory dues applicable to it. However therewerenoarrearsattheendoftheyear.TherewerenoundisputedamountspayableinrespectofIncomeTax,Wealthtax,Servicetax,Luxurytax,andSalesTax,werein arrears as at 31stMarch2019foraperiodofmorethansixmonthsfromthedatetheybecamepayable.

(b)Accordingtotheinformationandexplanationgiventous,therearenoduesofSalesTax, IncomeTax,CustomsDuty,WealthTax,ExciseDuty,ServiceTax and cess,whichhavenotbeendepositedonaccountofanydispute.

(viii)TheCompany has not defaulted in repayment of loans orborrowingtoafinancialinstitution,bank,Government.

(ix) TheCompanyhasnot raisedanymoneysbywayof initialpublicofferorfurtherpublicoffer(includingdebtinstruments)during the year.

(x) TheCompanyhasnotnoticedanyfraudbytheCompanyoranyfraudontheCompanybyitsOfficersoremployeesorreportedduring the year.

(xi) The managerial remuneration has been paid or provided in accordancewith the requisite approvalsmandated bytheprovisionsof section197, readwithScheduleV to theCompaniesAct.

(xii) TheCompanyisnotaNidhiCompanyandhencecomplyingwiththeprovisionsoftheNidhiRules,2014doesnotarise.

(xiii)AlltransactionswiththerelatedpartiesareincompliancewithSections 177and188of theCompaniesAct, 2013,whereapplicableandthedetailshavebeendisclosedintheFinancialStatements, etc., as required by the applicableAccountingStandards.

(xiv)TheCompany has notmade any preferential allotment orprivate placement of shares or fully or partly convertibledebentures during the year under review.

(xv) TheCompanyhasnotenteredintoanynon-cashtransactionswithDirectorsorpersonsconnectedwithhim.

(xvi)TheCompanyisnotrequiredtoberegisteredunderSection45-IAoftheReserveBankofIndiaAct,1934.


FRN NO:001931S

K V Srinivasan Partner

Membership No.204368

Place : Mumbai Date:May 22, 2019

5756



Particulars Note No. As at March 31, 2019

As atMarch 31, 2018

ASSETSNon-current assetsProperty,plantandequipment 3 46,885 60,751 Otherintangibleassets 4 4,015 4,015 Financialassetsi) Investments 5(a)

a. Investments in associates 500,000 500,000 b.Investmentsinjointlycontrolledentity 265,562,225 317,546,685

ii)Otherfinancialassets 5(c) 95,082 1,577,754 NonCurrentTaxAssets 6 3,342,401 1,213,876 Deferredtaxassets(net) 7 602,417 582,352 Othernon-currentassets 8 - 4,493,892

Total non-current assets 270,153,025 325,979,325 Current assets

Inventories 9 39,200,661 37,816,244 Financialassetsi) Trade receivables 5(b) 8,051,727 15,294,147 ii) Cashandcashequivalents 5(d) 6,422,993 3,893,775 iii)Bankbalancesotherthan(ii)above 5(e) 3,200,000 -iv)Otherfinancialassets 5(c) 13,849 9,954 Current tax assets (net) 6 638,629 2,128,525 Othercurrentassets 8 317,388 896,251

Total current assets 57,845,247 60,038,896

Total assets 327,998,272 386,018,221 EQUITY AND LIABILITIES

EQUITYEquitysharecapital 10(a) 50,079,000 50,079,000 Otherequity 10(b) (336,799,325) (148,173,571)

Total equity (286,720,325) (98,094,571)LIABILITIES

Non-current liabilitiesFinancialliabilitiesi) Otherfinancialliabilities 11(b) 409,388,481 372,917,181 Provisions 13 1,263,030 1,207,234

Total non-current liabilities 410,651,511 374,124,415 Current liabilitiesFinancialliabilitiesi) Trade Payables 11(a)

Totaloutstandingduesofmicroenterprisesandsmallenterprises 4,468 -Totaloutstandingduesofcreditorsotherthanmicroenterprisesandsmallenterprises 4,935,746 4,499,153

ii)Otherfinancialliabilities 11(b) 196,881,909 104,099,159 Othercurrentliabilities 12 1,456,223 643,588 Provisions 13 788,740 746,477

Total current liabilities 204,067,086 109,988,377 Total liabilities 614,718,597 484,112,792

Total equity and liabilities 327,998,272 386,018,221 Theabovebalancesheetshouldbereadinconjunctionwiththeaccompanyingnotes.

BALANCE SHEET AS AT MARCH 31, 2019

Intermsofourreportattached. For and on behalf of the Board of Directors

For Maharaj N R Suresh And Co. CharteredAccountants FirmRegistrationNo.001931S

DR. B. SAMAL Chairman DIN:00007256

D. P. GOYAL ManagingDirector DIN:03132505

K V SRINIVASAN Partner MembershipNo.204368

HEMANG LADANI ChiefFinancialOfficer

SAFAL JAINCompany Secretary

Mumbai: May 22, 2019 Mumbai: May 22, 2019

(`)

5756



STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED MARCH 31, 2019









Particulars Note No. Year ended March 31, 2019

Year ended March 31, 2018

Revenue

Revenuefromoperations 14 8,827,608 22,038,950

Shareofprofitfromjointventurepartnershipfirm 20,360,815 2,702,030

Otherincome 15 1,502,467 19,156,597

Total revenue 30,690,890 43,897,577

Expenses

CostofSales 16 1,923,421 12,128,539

Employeebenefitexpense 17 5,310,697 6,232,611

Financecosts 18 36,471,300 33,224,317

Depreciationandamortizationexpense 19 11,463 27,043

Impairment loss 30 35,640,850 -

Shareoflossfromjointventurepartnershipfirm 104,895,216 41,962,520

Otherexpenses 20 5,115,703 7,340,846

Total expenses 189,368,650 100,915,876

(Loss) before exceptional items and tax (158,677,760) (57,018,299)

Exceptional items

Lossononetimesettlementofborrowing 24 - 59,971,543

- 59,971,543

(Loss) before tax (158,677,760) (116,989,842)

Income tax expense 21

-Earlieryear - (215,102)

-Deferredtax (38,826) (67,238)

Total tax expense (38,826) (282,340)

Net (Loss) after tax (158,638,934) (116,707,502)

Other comprehensive income (OCI)

Itemsthatwillnotbereclassifiedtoprofitorloss

Remeasurementofdefinedbenefitliability/asset (72,156) (81,274)

Taxonremeasurementofdefinedbenefit-Actuarialgainorloss 21(b) 18,761 20,928

Other comprehensive income, net of tax (53,395) (60,346)

Total comprehensive income for the year (158,585,539) (116,647,156)

Earnings per equity share (EPS) of ` 10 each

BasicandDiluted (31.79) (23.38)Theabovestatementofprofitandlossshouldbereadinconjunctionwiththeaccompanyingnotes.

(`)

5958



(A) Share capital (`)

Particulars As at March 31, 2019 As at March 31, 2018

Equity Share Capital

Forfeited equity Shares



Openingbalance 50,079,000 170,000 50,079,000 170,000

Changesinequitysharecapital - - - -

Closing balance 50,079,000 170,000 50,079,000 170,000

(B) Other equity

Reserve and Surplus

(`)


Securities Premium

Retained earnings

Total Securities Premium

Retained earnings

Total

Openingbalance 280,000,000 (458,213,786) * (178,213,786) 280,000,000 (311,526,415) (31,526,415)

Transaction during the year

Lossfortheyear (158,638,934) (158,638,934) - (116,707,502) (116,707,502)

Remeasurementofthenetdefinedbenefitliability/asset(netoftaxeffect)

53,395 53,395 - 60,346 60,346

Closing balance 280,000,000 (616,799,325) (336,799,325) 280,000,000 (428,173,571) (148,173,571)

*RetainedearningasatApril1,2018includesnetnegative`30,040,215/-onaccountofimpactofIndAS115ofjointlycontrolledentities.

Theabovestatementofchangeinequityshouldbereadinconjunctionwiththeaccompanyingnotes.









STATEMENT OF CHANGES IN EQUITY

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STATEMENT OF CASH FLOWS FOR THE YEAR ENDED MARCH 31, 2019 Particulars Year ended

March 31, 2019Year ended

March 31, 2018A. Cash Flow from operating activities

Profit/(Loss) Before Tax (158,677,760) (116,989,842)Adjustmentsfor Depreciationandamortisationexpenses 11,463 27,043 FixedAssetswriteoff - 25,434 FinanceIncome (451,600) (6,265,246) Lossononetimesettlementofborrowing - 59,971,543 Shareofprofitfromjointventurepartnershipfirm (20,360,815) (2,702,030) Shareoflossfromjointventurepartnershipfirm 104,895,487 41,962,518 Interest income (386,285) (298,741) Liabilities/provisionsnolongerrequiredwrittenback (664,582) (10,790,841) Financecost 36,471,300 33,222,172 Employeeretirementexpenses 169,000 383,085 Impairment loss 35,640,850 -Operating (loss) before working capital changes (3,352,942) (1,454,905)Changesinworkingcapital Inventories (1,384,417) 12,128,539 Trade receivables 7,242,420 13,410,547 Financialandotherassets 6,543,270 (1,450,556) bankbalanceotherthancash&cashequivalents (3,200,000) 1,064,506 Trade Payable 1,105,646 (4,055,081) Provisions 1,215 (113,319) Otherfinancialliabilities 3,070 4,138 Otherliabilities 812,635 (17,868,880)Cash generated/(used in) from operations 7,770,897 1,664,989 DirectTaxpaid/(refund) (638,629) (2,048,267)Net Cash inflow/(outflow) from operating activities 7,132,268 (383,278)

B. Cash flow from Investing activitiesSaleofproperty,plantandequipment 2,403 -Capitalcontributiontopartnershipfirm (5,000,000) -Interest received 394,547 256,594 Net Cash inflow/(outflow) from investment activities (4,603,050) 256,594 Net increase/(decrease) in cash and cash equivalents 2,529,218 (126,684)Cashandcashequivalentsatthebeginningoftheyear 3,893,775 4,020,459 Cash and cash equivalents at the end of the year 6,422,993 3,893,775

Notes:1.Theabovestatementofcashflowsshouldbereadinconjunctionwiththeaccompanyingnotes.2.CashandcashequivalentsrepresentsCashinhandandcashwithscheduledBankincludingtermdeposits.3.CashfromoperatingactivitieshasbeenpreparedfollowingtheIndirectMethod.4.Previousyearfigureshavebeenregroupedwherevernecessary.









(`)

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NOTE - 1 IITL Projects Limited Overview IITLProjectsLimited(referredas“theCompany”)isengagedinrealestatebusiness,constructionofresidentialcomplexesinthe

NationalCapitalRegion.Apartfromconstructingitsownproject,theCompanyisundertakingdevelopmentofrealestateprojectsthroughSpecialPurposeVehicles(SPV).Thecompanyholdsaround50%ofthecapitalineachoftheSPV.AtotaloffourSPVareengaged inconstructionof the residential complexes. (AsofMarch31,2019, Industrial InvestmentTrustLimited (ParentCompany)owned71.74%oftheCompany’sequitysharecapitalandhastheabilitytocontrolitsoperatingandfinancialpolicies.TheCompany’sregisteredofficeisinMumbai.

NOTE - 2 Significant Accounting Policies and Key Accounting Estimates and JudgementsA Significant Accounting Policies 2.1 Statement of compliance

ThesefinancialstatementshavebeenpreparedinaccordancewithIndianAccountingStandards(IndAS)notifiedunderSection133oftheCompaniesAct,2013(theAct),readwiththeCompanies(IndianAccountingStandards)Rules,2015andotherrelevantprovisionsoftheAct.

EffectiveApril 1, 2017, theCompany has adopted all the applicable IndASStandards and the adoptionwas carried out inaccordancewithIndAS101,FirstTimeAdoptionofIndianAccountingStandards,withApril1,2016asthetransitiondate.ThetransitionwascarriedoutfromIndianAccountingPrinciplesGenerallyAcceptedinIndia(IGAAP),asprescribedunderSection133oftheAct,readwithRule7oftheCompanies(Accounts)Rules,2014(IGAAP),whichwasthepreviousGAAP.

AccountingPolicieshavebeenconsistentlyappliedexceptwhereanewly-issuedAccountingStandardis initiallyadoptedorarevisiontoanexistingAccountingStandardrequiresachangeintheAccountingPolicyhithertoadopted.

2.2 Basis of preparation and compliance

Thefinancialstatementsarepreparedinaccordancewiththehistoricalcostconventionexceptforcertainitemsthataremeasuredatfairvaluesattheendofeachreportingperiod,asexplainedintheAccountingPoliciessetoutbelow.Thefinancialstatementsarepreparedona‘goingconcern’basisusingaccrualconceptexceptforthecashflowinformation.

Historicalcostisgenerallybasedonfairvalueoftheconsiderationgiveninexchangeforgoodsandservices.

Fairvalueisthepricethatwouldbereceivedtosellanassetorpaidtotransferaliabilityinanorderlytransactionbetweenmarketparticipantsatthemeasurementdate,regardlessofwhetherthatpriceisdirectlyobservableorestimatedusinganothervaluationtechnique.Inestimatingthefairvalueofanassetoraliability,theCompanytakesintoaccountthecharacteristicsoftheassetorliabilitythatthemarketparticipantswouldtakeintoaccountwhenpricingtheassetorliabilityatthemeasurementdate,assumingthemarket participants act in their economic best interest. Fair value formeasurement and/or disclosure purposes in thesefinancialstatementsisdeterminedonsuchabasisandmeasurementsthathavesomesimilaritiestofairvaluebutarenotfairvalue,suchasnetrealisablevalueinIndAS-2–InventoriesorvalueinuseinIndAS36–ImpairmentofAssets.

Inaddition,forfinancialreportingpurposes,fairvaluemeasurementsarecategorisedintoLevel1,2or3basedonthedegreetowhichtheinputstothefairvaluemeasurementsareobservableandthesignificanceoftheinputstothefairvaluemeasurementin its entirety, as described hereunder:

Level1-Quotedprices(unadjusted)inactivemarketsforidenticalassetsorliabilitiesthattheentitycanaccessatthemeasurementdate.

Level2-OtherthanquotedpricesincludedwithinLevel1,thatareobservablefortheassetorliability,eitherdirectlyorindirectly;and

Level3-Unobservableinputsfortheassetorliability.

TransactionsandbalanceswithvaluesbelowtheroundingoffnormadoptedbytheCompanyhavebeenreflectedas‘--’inthesefinancialstatements.

2.3 Current / Non-Current classification

AnassetorliabilityisclassifiedasCurrentifitsatisfiesanyofthefollowingconditions:

(i)theasset/liabilityisexpectedtoberealised/settledintheCompany’snormaloperatingcycle;

(ii)theassetisintendedforsaleorconsumption

(iii)theasset/liabilityisheldprimarilyforthepurposeoftrading;

NOTES FORMING PART OF THE FINANCIAL STATEMENTS

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(iv)theasset/liabilityisexpectedtoberealised/settledwithintwelvemonthsafterthereportingperiod;

(v)theassetiscashorcashequivalent,unlessitisrestrictedfrombeingexchangedorusedtosettlealiabilityforatleasttwelvemonthsafterthereportingperiod;

(vi)inthecaseofaliability,theCompanydoesnothaveanunconditionalrighttodefersettlementoftheliabilityforatleasttwelvemonthsafterthereportingperiod.

AllotherassetsandliabilitiesareclassifiedasNon-Current.

ForthepurposeofCurrent/Non-Currentclassification,theCompanyhasreckoneditsnormaloperatingcycleastwelvemonthsbasedonthenatureofproductsandthetimebetweentheacquisitionofassetsorinventoriesforprocessingandtheirrealisationincashandcashequivalents.

DeferredTaxAssetsandLiabilitiesareclassifiedasNon-Current.

Advancesgiventowardsacquisitionoffixedassets,outstandingateachBalanceSheetdate,aredisclosedasOtherNon-CurrentAssets.

2.4 Recent Accounting Pronouncements

Ind AS 116 - Leases

OnMarch30,2019,MinistryofCorporateAffairshasnotifiedIndAS116,Leases.IndAS116willreplacetheexistingIndAS17Leases,and related Interpretations.TheStandardsetsout theprinciples for the recognition,measurement,presentationanddisclosureofleasesforbothpartiestoacontracti.e.,thelesseeandthelessor.IndAS116introducesasinglelesseeaccountingmodelandrequiresalesseetorecogniseassetsandliabilitiesforallleaseswithatermofmorethantwelvemonths,unlesstheunderlyingassetisoflowvalue.Currently,operatingleaseexpensesarechargedtothestatementofProfitandLoss.

TheStandard isapplicable for theaccountingperiodscommencingonorafterApril1,2019.Accordingly, thisStandard isnotapplicableforpreparationofthefinancialstatementsfortheyearendedMarch31,2019.However,applicationofthisStandardfromApril1,2019doesnothaveanyimpactfortheCompany.

Ind AS 12 - Uncertainty over Income Tax Treatments

OnMarch30,2019,MinistryofCorporateAffairshasnotifiedIndAS12AppendixC,UncertaintyoverIncomeTaxTreatmentswhichistobeappliedwhileperformingthedeterminationoftaxableprofit(loss),taxbases,unusedtaxlosses,unusedtaxcreditsandtaxrates,whenthereisuncertaintyoverincometaxtreatmentsunderIndAS12.

AccordingtotheAppendix,Companiesneedtodeterminetheprobabilityoftherelevanttaxauthorityacceptingeachtaxtreatment,orgroupoftaxtreatments,thatthecompanieshaveusedorplantouseintheir incometaxfilingwhichhastobeconsideredtocomputethemostlikelyamountortheexpectedvalueofthetaxtreatmentwhendeterminingtaxableprofit(loss),taxbases,unused tax losses, unused tax credits and tax rates.

TheStandardpermitstwopossiblemethodsoftransition-

i) Fullretrospectiveapproach-Underthisapproach,AppendixCwillbeappliedretrospectivelytoeachpriorreportingperiodpresentedinaccordancewithIndAS8-AccountingPolicies,ChangesinAccountingEstimatesandErrors,withoutusinghindsight and

ii) RetrospectivelywithcumulativeeffectofinitiallyapplyingAppendixCrecognisedbyadjustingequityoninitialapplication,withoutadjustingcomparatives.

TheeffectivedateforadoptionofIndAS12AppendixCisannualperiodsbeginningonorafterApril1,2019.TheCompanywilladopttheStandardonApril1,2019andhasdecidedtoadjustthecumulativeeffectinequityonthedateofinitialapplicationi.e.April1,2019withoutadjustingcomparatives.

However,applicationofthisStandardfromApril1,2019doesnothaveanysignificantimpactfortheCompany.

2.5 Functional and Presentation Currency

ThefinancialstatementsarepreparedinIndianRupees,whichistheCompany’sfunctionalcurrency.

2.6 Revenue

(a)TheFirmhasaligned itspolicyof revenuerecognitionwith IndAS115“RevenuefromContractswithcustomers”which iseffective fromApril1,2018.Accordingly revenue in realtybusiness is recognisedoncompletionofperformanceobligationasagainst recognitionbasedonpercentageofcompletionmethodhitherto inaccordancewith theguidancenote issuedby ICAIwhichhassincebeenwithdrawnforentitiespreparingfinancialsasperIndianAccountingStandards(IndAS).

NOTES FORMING PART OF THE FINANCIAL STATEMENTS (Contd.)

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(b) Interest Income

InterestincomefromafinancialassetisrecognizedwhenitisprobablethattheeconomicbenefitswillflowtotheCompanyandtheamountofincomecanbemeasuredreliably.Interestincomeisaccruedonatimebasis,byreferencetotheprincipaloutstandingandattheeffectiveinterestrateapplicable,whichistheratethatexactlydiscountsestimatedfuturecashreceiptsthroughtheexpectedlifeofthefinancialassettothatasset’snetcarryingamountoninitialrecognition.

(c) Other Income

Otherincomeisrecognizedonanaccrualbasisonlywhenthereiscertaintyofcollection.

2.7 Inventories

Stockofunitsincompletedprojectandconstructionwork-in-progressarevaluedatlowerofcostandnetrealisablevalue.Costisaggregateoflandcost,premiumfordevelopmentrights,materials,contractworks,directexpenses,provisionsandapportionedborrowingcostsandisnetofmaterialscrapreceipts,andincaseofconstructionwork-in-progressisafterascertainingthecostofsales which is determined based on the total area sold as at the Balance Sheet date.

2.8 Property, Plant and Equipment

Itemsofproperty,plantandequipmentstatedathistoricalcostlessaccumulateddepreciation.Historicalcostincludesexpenditurethatisdirectlyattributabletotheacquisitionoftheitems.

Subsequentcostsareincludedintheasset’scarryingamountorrecognisedasaseparateasset,asappropriate,onlywhenitisprobablethatfutureeconomicbenefitsassociatedwiththeitemwillflowtotheCompanyandthecostoftheitemcanbemeasuredreliably.Thecarryingamountofanycomponentaccounted forasaseparateasset isderecognizedwhen replaced.Allotherrepairsandmaintenancearechargedtoprofitorlossduringthereportingperiodinwhichtheyareincurred.

Depreciation and Amortisation methods, estimated useful lives and residual value.

DepreciationonProperty,PlantandEquipmenthasbeenprovidedonthewrittendownvaluemethodat theratesdeterminedbasedontheusefullifeprescribedinScheduleIItothe2013Act.

DepreciationonadditionstoProperty,PlantandEquipmentisprovidedforthefullyearirrespectiveofthedateofaddition.NodepreciationisprovidedintheyearofdeletionsofProperty,PlantandEquipment.

Intangibleassetsareamortisedovertheirestimatedusefullifeasfollows:

Computer:2-5Years

Theestimatedusefullifeoftheintangibleassetsandtheamortisationperiodarereviewedattheendofeachfinancialyearandtheamortisationmethodisrevisedtoreflectthechangedpattern.

2.9 Investment Properties

Propertythatisheldforlong-termrentalyieldsorforcapitalappreciationorboth,andthatisnotoccupiedbytheCompany,isclassifiedas investmentproperty. Investmentproperty ismeasured initiallyat itscost, including related transactioncostsandwhereapplicableborrowingcosts.Subsequentexpenditureiscapitalizedtotheasset’scarryingamountonlywhenitisprobablethatfutureeconomicbenefitsassociatedwiththeexpenditurewillflowtothegroupandthecostoftheitemcanbemeasuredreliably.Allotherrepairsandmaintenancecostsareexpensedwhenincurred.Whenpartofaninvestmentpropertyisreplaced,thecarryingamountofthereplacedpartisderecognized.

InvestmentpropertiestobedepreciatedinaccordancetotheclassofassetthatitbelongsandthelifeoftheassetshallbeasconceivedforthesameclassofassetattheCompany.

2.10 Intangible Assets

Intangibleassetsarerecognized,whenitisprobablethattheexpectedfutureeconomicbenefitsthatareattributabletotheassetwillflowtotheCompanyandthecostoftheassetcanbemeasuredreliably.Anintangibleassetshallbemeasuredinitiallyatcost.Intangibleassetsaresubsequentlymeasuredatcost lessaccumulatedamortizationandanyaccumulated impairment losses.Intangibledoesnotincludeanysoftwarewhichisintegralpartoftherelatedhardware.

TheCompanyshouldassesswhethertheusefullifeofanintangibleassetisfiniteorinfinite.Ausefullifeisinfinite,whenbasedonallrelevantfactoranalysis,thereisnoforeseeablelimittotheperiodoverwhichtheassetisexpectedtogeneratenetcashinflows.Anintangibleassetwithafiniteusefullifeisamortisedandthosewithaninfiniteusefullifearenotamortised.

Theamortisationperiodandtheamortisationmethodforintangibleassetsarereviewedatfinancialyearend.


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2.11 Provisions, Contingent Liabilities and Contingent Assets

Provisionismadewhenthereisapresentobligationasaresultofpasteventsandit isprobablethatanoutflowofresourcesembodying economic benefits will be required to settle the obligation and there should be made a reliable estimate of anobligation.

ContingentLiabilitiesaredisclosed ifapresentobligationarising fromapasteventwhen it isnotprobable thatanoutflowofresourcesembodyingeconomicbenefitswillberequiredtosettletheobligation.Contingentliabilitiesarenotrecognizedbutaredisclosedinthenotes.Ifthepossibilityofanoutflowofresourcesisremote,disclosureisnotrequired.

Acontingentassetisapossibleassetthatarisesfrompasteventsandwhoseexistencewillbeconfirmedonlybytheoccurrenceornon-occurrenceofoneormoreuncertainfutureeventsnotwhollywithinthecontroloftheentity.ContingentAssetsareneitherrecognizednordisclosedintheFinancialStatements.However,whentherealizationofincomeisreasonablycertain,thentherelatedassetisrecognized.Acontingentassetisdisclosed,whenaninflowofeconomicbenefitsisprobable.

2.12 Cash Flow Statement

Cashflowarereportedusingtheindirectmethod,wherebynetprofitsbeforetaxisadjustedfortheeffectoftransactionofnon-cashnatureandanydeferralsoraccrualsofpastorfutureoperatingcashreceiptsorpaymentsanditemofincomeorexpensesassociatedwithinvestingorfinancingcashflows.Thecashflowsfromregularrevenuegenerating,investingandfinancingactivitiesare segregated.

2.13 Borrowing Cost

Borrowingcoststhataredirectlyattributabletotheacquisitionorconstructionofqualifyingassetsarecapitalizedfortheperioduntiltheassetisreadyforitsintendeduse.Aqualifyingassetisanassetthatnecessarilytakessubstantialperiodoftimetogetreadyforitsintendeduse.OtherborrowingcostsarerecognisedandcapitalisedandareincludedinCapitalWIPintheperiodinwhichtheyareincurred.CapitalizationofborrowingcostsissuspendedandchargedtotheStatementofProfitandLossduringextendedperiodswhenactivedevelopmentactivityonthequalifyingassetsisinterrupted.

2.14 Employment Benefits

(a) Short Term Employee Benefits

Liabilitiesforwagesandsalaries,includingnon-monetarybenefitsthatareexpectedtobesettledwhollywithin12monthsaftertheendoftheperiodinwhichtheemployeesrendertherelatedservicearerecognisedinrespectofemployees’serviceuptotheendoftheyearandaremeasuredattheamountsexpectedtobepaidwhentheliabilitiesaresettled.Theliabilitiesarepresentedascurrentemployeebenefitobligationinthebalancesheet.

(b) Post-Employment Benefits

DefinedContributionPlan:

TheCompanypaysprovidentfundcontributionstopubliclyadministeredprovidentfundsasperlocalregulations.TheCompanyhas no further payment obligations once the contributions have been paid. The contributions are accounted for as definedcontributionplansandthecontributionarerecognisedasemployeebenefitexpensewhentheyaredue.Prepaidcontributionsarerecognisedasanassettotheextentthatacashrefundorareductioninthefuturepaymentsisavailable.

DefinedBenefitPlan:

Fordefinedbenefitplanintheformofgratuity,thecostofprovidingbenefitsisdeterminedusingtheProjectedUnitCreditmethod,withactuarialvaluationsbeingcarriedoutateachbalancesheetdate.ActuarialgainsandlossesarerecognisedinOtherComprehensiveIncomeintheperiodinwhichtheyoccur.Pastservicecost isrecognisedimmediatelytotheextentthatthebenefitsarealreadyvestedandotherwiseisamortisedonastraight-linebasisovertheaverageperioduntilthebenefitsbecomevested.Theretirementbenefitobligationrecognised intheBalanceSheetrepresentsthepresentvalueof thedefinedbenefitobligationasadjustedforunrecognisedpastservicecost,asreducedbythefairvalueofplanassets.Anyassetresultingfromthiscalculationislimitedtopastservicecost,plusthepresentvalueofavailablerefundsandreductionsinfuturecontributionstotheplan.

(c) Long Term Employee Benefits

Theliabilitiesforun-availedearnedleavesarenotexpectedtobesettledwhollywithin12monthsaftertheendoftheperiodinwhichtheemployeesrendertherelatedservice.Therefore,thesearemeasuredatthepresentvalueofexpectedfuturepaymentstobemadeinrespectofservicesprovidedbyemployeesuptotheendoftheyearusingtheprojectedunitcreditmethod.Thebenefitsarediscountedusingthemarketyieldsattheendoftheyearthathavetermsapproximatingtothetermsofassumptionsarerecognisedinprofitorloss.


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2.15 Taxation

TaxesonincomecompriseofCurrentTaxandDeferredTax.

a. Current Tax

CurrentTaxistheamountofincometaxespayableinrespectoftaxableprofitforaperiod.Taxableprofitdiffersfrom‘profitbeforetax’asreportedintheStatementofProfitandLossbecauseofitemsofincomeorexpensethataretaxableordeductibleinotheryears(temporarydifferences)anditemsthatarenevertaxableordeductible(permanentdifferences)undertheIncomeTaxAct,1961

CurrentTaxismeasuredusingtaxratesandtaxlawsenactedduringthereportingperiodtogetherwithanyadjustmenttotaxpayableinrespectofpreviousyears.

b. Deferred Tax

Deferred Tax is recognised on temporary differences between the carrying amounts of assets and liabilities in the financialstatementsandthecorrespondingtaxbasesusedinthecomputationoftaxableprofitunderIncomeTax,1961.

DeferredTaxliabilitiesarerecognisedforalltaxabletemporarydifferences.However,incaseoftemporarydifferencesthatarisefrominitialrecognitionofassetsorliabilitiesinatransactionthataffectneithertheaccountingprofitnorthetaxableprofit,deferredtax liabilities are not recognised.

DeferredTaxassetsarerecognisedforalldeductibletemporarydifferencestotheextentitisprobablethatfuturetaxableprofitswillbeavailableagainstwhichthosedeductibletemporarydifferencecanbeutilised.Incaseoftemporarydifferencesthatarisefrominitialrecognitionofassetsorliabilitiesinatransactionthataffectneitherthetaxableprofitnortheaccountingprofit,deferredtax assets or liabilities are not recognised.

ThecarryingamountofDeferredTaxAssetsisreviewedattheendofeachreportingperiodandreducedtotheextentthatitisnolongerprobablethatsufficienttaxableprofitswillbeavailabletoallowthebenefitsofpartofallofsuchdeferredtaxassetstobeutilised.

DeferredTaxAssetsandLiabilitiesaremeasuredatthetaxratesthathavebeenenactedbytheBalanceSheetdateandareexpectedtoapplytotaxableincomeintheyearsinwhichthosetemporarydifferencesareexpectedtoberecoveredorsettled.

MATCreditEntitlementareintheformofunusedtaxcreditsandareaccordinglygroupedunderDeferredTaxAssets.

c. Current and Deferred Tax for the year

CurrentandDeferredTaxarerecognisedintheStatementofProfitandLoss,exceptwhentheyrelatetoitemsthatarerecognisedinOtherComprehensiveIncomeordirectlyinEquity,inwhichcase,thecurrentanddeferredtaxarealsorecognisedinOtherComprehensiveIncomeordirectlyinequityrespectively.

2.16 Trade and Other Payables

Tradeandotherpayablesareobligationstopayforgoodsorservicesthathavebeenacquiredintheordinarycourseofbusinessfromsuppliers.Tradepayablesareclassifiedascurrentliabilitiesifpaymentisduewithintwelvemonthsorless.Ifnot,theyarepresentedasnon-currentliabilities.Thesefinancialinstrumentsarerecognizedinitiallyatfairvalueandsubsequentlymeasuredatamortisedcostusingtheeffectiveinterestmethod.

2.17 Trade Receivables Tradereceivablesarerecognizedinitiallyatfairvalueandsubsequentlymeasuredatamortisedcostusingtheeffectiveinterest

method,lessprovisionforimpairment.

2.18 Cash and cash equivalents

Forthepurposesofthecashflowstatement,cashandcashequivalentsincludecashinhand,atbanksanddemanddepositswithbanks,netofoutstandingbankoverdraftsthatarerepayableondemandandareconsideredpartoftheCompany’scashmanagement system. In the statement of financial position, bank overdrafts are presented under borrowings within currentliabilities.

2.19 Impairment of Assets

Anasset is impairedwhen its carryingamount exceeds its recoverableamount.Anentity shouldassessat theendof eachreportingperiodwhetherthereexistsanyindication,theentityshouldestimatetherecoverableamountoftheasset.Ifthereisanindicationthatanassetmaybeimpaired,thentheremainingusefullife,theamortisationmethodandtheresidualvalueneedstobereviewedandadjustedevenifnoimpairmentlossisrecognizedfortheasset.


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2.20 Investments

Longterm(Non-current)investmentsarestatedatthecostofacquisition.However,provisionfordiminutionismadetorecognizeadecline,otherthantemporary,inthevalueoflongterminvestments.

Currentinvestmentsarestatedatthelowerofcostorfairmarketvalue.

2.21 Earnings Per Share

Basicearningspershareiscomputedbydividingtheprofit/(loss)aftertax(includingtheposttaxeffectofextraordinaryitems,ifany)bytheweightedaveragenumberofequitysharesoutstandingduringtheyear.Dilutedearningspershareiscomputedbydividingtheprofit/(loss)aftertax(includingtheposttaxeffectofextraordinaryitems,ifany)asadjustedfordividend,interestandotherchargestoexpenseorincome(netofanyattributabletaxes)relatingtothedilutivepotentialequityshares,bytheweightedaveragenumberofequitysharesconsideredforderivingbasicearningspershareandtheweightedaveragenumberofequityshareswhichcouldhavebeenissuedontheconversionofalldilutivepotentialequityshares.

2.22 Segment Reporting

Operatingsegmentsarereportedinamannerconsistentwiththeinternalreportingprovidedtothechiefoperatingdecisionmaker(CODM)asdefinedbyIndAS-108,“Operatingsegment”.

Company’sincomeandexpensesincludinginterestareconsideredaspartofun-allocableincomeandexpenseswhicharenotidentifiabletoanybusinesssegment.Company’sassetandliabilitiesareconsideredaspartofun-allocableassetsandliabilitieswhicharenotidentifiabletoanybusiness.

2.23 Fair Value Measurement

TheCompanymeasuresfinancialinstrumentatfairvalueateachreportingdate.Fairvalueisthepricethatwouldbereceivedtosellanassetorpaidtotransferaliabilityinanorderlytransactionbetweenmarketparticipantsatthemeasurementdate.Thefairvaluemeasurementisbasedonthepresumptionthatthetransactiontoselltheassetortransferortransferliabilitytakesplaceeither:

(a)Intheprincipalmarketfortheassetorliability,or

(b)Intheabsenceofaprincipalmarket,inthemostadvantageousmarketfortheassetorliability.

ThePrincipalorthemostadvantageousmarketmustbeaccessibletotheCompany.Thefairvalueofanassetoraliabilityismeasuredusingtheassumptionsthatmarketparticipants

wouldusewhenpricingtheassetorliability,assumingthatmarketparticipantsactintheireconomicbestinterest.Thecompanyusesvaluationtechniquesthataremoreappropriateinthecircumstancesandforwhichsufficientdataareavailabletomeasurefairvalue,maximisingtheuseofrelevantobservableinputandminimizingtheuseofunobservableinputs.

2.24 Financial Risk Management Objectives and Policies TheCompany’sprincipalfinancialliabilitiescomprisetradeandotherpayables.Themainpurposeofthesefinancialliabilitiesisto

financetheCompany’soperations.TheCompany’sprincipalfinancialassetscomprisetradeandotherreceivables,andcashthatarrivedirectlyfromitsoperations.

TheCompanyisexposedtocommoditypricerisk,creditriskandliquidityrisk.

TheCompany’sseniormanagementoverseesthemanagementoftheserisks.

TheManagementCommitteereviewsandagreespoliciesformanagingeachoftheseriskswhicharesummarizedbelow:

CommodityPriceRisk:

TheCompanyisaffectedbythevolatilityofcertaincommodities.Itsoperatingactivitiesrequiretheongoingpurchaseofstockandthereforerequireacontinuoussupplyofthesame.

CreditRisk:

TheCompanyisexposedtocreditriskfromitsoperatingactivities(primarilyfortradereceivables)andfromitsfinancingactivities,includingdepositswithbanksandfinancialinstitutions.

•TradeReceivables

Customercredit risk ismanagedby theCompany’sestablishedpolicy,proceduresandcontrol relating tocustomercredit riskmanagement.Creditqualityofthecustomerisassessedandindividual limitsaredefinedinaccordancewiththisassessment.Outstandingcustomerreceivablesareregularlymonitored.


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•CashDeposits

Riskfrombalanceswithbanksaremanagedbymaintainingthebalanceswithhighlyreputedcommercialbanksonly.

LiquidityRisk:

TheCompanymonitorsitsrisktoashortageoffundsonaregularbasisthroughcashforecast.

2.25 Use of Estimates

The preparation of financial statements in conformity with IndAS requiresManagement tomake judgments, estimates andassumptionsthataffecttheapplicationoftheaccountingpoliciesandthereportedamountsofassetsandliabilities,thedisclosureofcontingentassetsandliabilitiesatthedateofthefinancialstatements,andthereportedamountsofrevenuesandexpensesduringtheyear.Actualresultscoulddifferfromthoseestimates.

2.26 Key sources of estimation uncertainty

Theestimatesandunderlyingassumptionsarereviewedonanongoingbasis.Revisionstoaccountingestimatesarerecognisedintheperiodinwhichtheestimateisrevisediftherevisionaffectsonlythatperiod,orintheperiodoftherevisionandfutureperiodsiftherevisionaffectsbothcurrentandfutureperiods.

Keyassumptionconcerningthefuture,andotherkeysourcesofestimationuncertaintyattheendofthereportingperiodthatmayhaveasignificantriskofcausingamaterialadjustmenttothecarryingamountsofassetsandliabilitieswithinthenextfinancialyear is as given below.

a.Fairvaluemeasurementandvaluationprocesses

SomeoftheCompany’sassetsandliabilitiesaremeasuredatfairvalueforfinancialreportingpurposes.Inestimatingthefairvalueofanassetoraliability,theCompanyusesmarket-observabledatatotheextentitisavailable.WhereLevel1inputsarenotavailable,theCompanyengagesthirdpartyqualifiedvaluerstoperformthevaluation.TheManagementworkscloselywiththequalifiedexternalvaluerstoestablishtheappropriatevaluationtechniquesandinputstothemodel.

b.UsefullifeofProperty,PlantandEquipments

TheCompanyreviewstheestimatedusefullivesofProperty,PlantandEquipmentattheendofeachreportingperiod.Duringthecurrentyear,therehasbeennochangeinusefullifeconsideredfortheassets.

c.Actuarialvaluation

ThedeterminationofCompany’sliabilitytowardsdefinedbenefitobligationtoemployeesismadethroughindependentactuarialvaluationincludingdeterminationofamountstoberecognisedintheStateofProfitandLossandinOtherComprehensiveIncome.Suchvaluationdependuponassumptionsdeterminedaftertakingintoaccountinflation,seniority,promotionandotherrelevantfactorssuchassupplyanddemandfactorsintheemploymentmarket.Informationaboutsuchvaluationisprovidedinnotestothefinancialstatements.

d.Claims,ProvisionsandContingentLiabilities

TheCompanyhasongoinglitigationswithvariousregulatoryauthoritiesandthirdparties.WhereanoutflowoffundsisbelievedtobeprobableandareliableestimateoftheoutcomeofthedisputecanbemadebasedonManagement’sassessmentofspecificcircumstancesof eachdispute and relevant external advice,Management provides for its best estimate of the liability.Suchaccrualsarebynaturecomplexandcantakenumberofyearstoresolveandcaninvolveestimationuncertainty.Informationaboutsuchlitigationsisprovidedinnotestothefinancialstatements.


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NOTES FORMING PART OF THE FINANCIAL STATEMENTS (Contd.) Note 3: Property, plant and equipment (`)

Particulars Furniture

and fixtures

Vehicles Office

Equipment

Computers Total

Gross carrying amount

AsatApril1,2018 324,550 39,315 83,799 399,950 847,614

Additions - - - - -

Deductionsandadjustments - - 14,499 - 14,499

AsatMarch31,2019 324,550 39,315 69,300 399,950 833,115

Accumulated depreciation and impairment

AsatApril1,2018 294,260 36,361 76,150 380,092 786,863

Depreciationchargedduringtheyear 8,979 705 1,779 - 11,463

Disposals - - 12,096 - 12,096

AsatMarch31,2019 303,239 37,066 65,833 380,092 786,230

Net carrying amount as at March 31, 2019 21,311 2,249 3,467 19,858 46,885


AsatApril1,2017 343,940 39,315 126,848 564,250 1,074,353

Additions - - - - -

Deductionsandadjustments 19,390 - 43,049 164,300 226,739

AsatMarch31,2018 324,550 39,315 83,799 399,950 847,614


AsatApril1,2017 292,986 35,435 103,890 528,814 961,125

Depreciationchargedduringtheyear 12,771 926 5,983 7,363 27,043

Disposals 11,497 - 33,723 156,085 201,305

AsatMarch31,2018 294,260 36,361 76,150 380,092 786,863


6968



Note 4: Other intangible assets (`)

Particulars Computer Software Total


AsatApril1,2018 80,300 80,300

Additions - -

Deductionsandadjustments - -

As at March 31, 2019 80,300 80,300

Accumulated amortisation

AsatApril1,2018 76,285 76,285

Amortisationduringtheyear - -

Disposals - -

As at March 31, 2019 76,285 76,285

Net carrying amount as at March 31, 2019 4,015 4,015


AsatApril1,2017 80,300 80,300

Additions - -


As at March 31, 2018 80,300 80,300


AsatApril1,2017 76,285 76,285


Disposals - -

As at March 1, 2018 76,285 76,285



6968



Note 5(a) : Investments

Particulars Face Value

As at March 31, 2019 As at March 31, 2018No. of shares

Non-Current (`)

Current (`)

No. of shares

Non-Current (`)

Current (`)

UNQUOTED(A) Investment in associate

Equity shares*GoldenPalmFacilityManagementPrivateLimited 10 50,000 500,000 - 50,000 500,000 -

Total (a) 500,000 - 500,000 -(B) Investment in joint venture

i) Equity shares*CapitalInfraprojectsPvt.Ltd. 10 500,000 5,000,000 - 500,000 5,000,000 -Less:provisionforImpairment (5,000,000) - -ii) Zero % Non Convertible Redeemable Preference shares of ` 10 each fully paid-upCapitalInfraprojectsPvt.Ltd. 10 400,880 5,403,350 - 400,880 4,951,750 -Less:provisionforimpairment (5,403,350) - -iii) Partnership firms, Partner’s capitalIITLNimbusTheHydeParkCapital account 45,000,000 - 45,000,000 -Current account 562,225 - 22,357,435 -IITLNimbusTheExpressParkViewCapital account 25,237,500 - 20,237,500 -Less:provisionforimpairment (25,237,500) - - -IITLNimbusThePalmVillageCapital account 220,000,000 - 220,000,000 -

Total (b) 265,562,225 - 317,546,685 - Total (A+B) 266,062,225 - 318,046,685 -

*InvestmentinJointlyControlledEntitiesandAssociatesmeasuredatcost.

Details of investments in jointly controlled entities - partnership firms :

Name of the partnership firms

Name of partners As at March 31, 2019 As at March 31, 2018Capital

(`) Share Capital

(`) Share

IITLNimbus,TheHydePark IITLProjectsLimited 45,000,000 50.00% 45,000,000 50.00%NimbusProjectsLimited 45,000,000 50.00% 45,000,000 50.00%

Total 90,000,000 100.00% 90,000,000 100.00%IITLNimbus,TheExpressParkView*

IITLProjectsLimited 25,237,500 50.00% 20,237,500 47.50%NimbusProjectsLimited 136,500,000 50.00% 101,500,000 47.50%AssotechLimited - 0.00% 25,000 5.00%

Total 161,737,500 100.00% 121,762,500 100.00%IITLNimbus,ThePalmVillage**


Total 445,000,000 100.00% 445,025,000 100.00%

Inrespectofeachoftheabovefirms,whichareengagedindevelopingrealestateprojects,theCompanyhasintermsoftherespectivepartnershipdeedsagreedtocontributefurthercapitalasandwhenneededfortherealestateprojects.*Changeinpartnershipw.e.f.01.10.2018**Changeinpartnershipw.e.f.01.01.2019


7170



Note 5(b) : Trade Receivable (`)

Particulars As at March 31, 2019 As at March 31, 2018 Non-Current Current Non-Current Current

Consideredgood-secured - - - -Consideredgood-unsecured* - 8,051,727 - 15,294,147 SignificantincreaseinCreditRisk - - - -Credit impaired - - - -

Total - 8,051,727 - 15,294,147

*Including ` 270,000/-receivablefromjointventureprivatelimited(previousyearjointventurepartnershipfirmof` 3,912,360/-)

Note 5(c) : Other Financial Assets (`)


Bankdepositwithmorethan12monthmaturity 88,543 - 1,559,058 -Interestaccruedbutnotdueonbankdeposit 6,539 13,849 18,696 9,954

Total 95,082 13,849 1,577,754 9,954

Note 5(d) : Cash and Bank Balance (`)

Particulars As at March 31, 2019 As at March 31, 2018Balanceswithbanks:-Incurrentaccounts 3,992,859 919,558 -Depositwithoriginalmaturityor3monthsorless 2,419,419 2,960,080 Cash on hand 10,715 14,137

Total 6,422,993 3,893,775

Note 5(e) : Bank Balance other than Cash and Bank (`)

Particulars As at March 31, 2019 As at March 31, 2018Depositwithoriginalmaturityofmorethan3monthsbutlessthan12 months

3,200,000 -

Total 3,200,000 -

Note 6 : Tax Assets (`)

ParticularsAs at March 31, 2019 As at March 31, 2018

Non-Current Current Non-Current Current Advancepaymentofincometax(netofprovisions) 3,342,401 638,629 1,213,876 2,128,525

Total 3,342,401 638,629 1,213,876 2,128,525

Note 7 : Deferred tax liabilities and assets a) Deferred tax liabilities and assets (`)

Particulars As at March 31, 2019 As at March 31, 2018AssetsProperty,plantandequipment 68,957 79,273 Employeebenefit 533,460 503,079

602,417 582,352 Total 602,417 582,352


7170



Note 7 : Deferred tax liabilities and assets (contd.)

b) Movement in deferred tax liabilities/assets (`)

Particulars Property, plant and equipment

Employee benefit Total

As at March 31, 2018 79,273 503,079 582,352 (Charged)/credited:-toprofitorlossstatement (10,316) 49,142 38,826 -toothercomprehensiveincome - (18,761) (18,761)

(10,316) 30,381 20,065 As at March 31, 2019 68,957 533,460 602,417 As at April 1, 2017 81,499 454,545 536,044 (Charged)/credited:-toprofitorlossstatement (2,226) 69,462 67,236 -toothercomprehensiveincome - (20,928) (20,928)

(2,226) 48,534 46,308 As at March 31, 2018 79,273 503,079 582,352

Note 8 : Other Assets (`)


Non-Current Current Non-Current Current RecoverablefromGNIDA* - - 4,493,892 -Balance with government authorities - 179,514 - 653,349 Advancesforsupplyofgoodsandservices - 22,966 - 139,780 Advancestorelatedparties - - - -Prepaid expenses - 114,908 - 103,122

Total - 317,388 4,493,892 896,251

*Thisrepresents taxdeductedatsourceon interestpaidon landpremiuminstallmentspayable toGNIDA.AsperGNIDAtax isnotdeductible on interest paid to them, however, the Company has deducted and paid the tax amount to the income tax authorities. Atthetimeofobtainingoccupancycertificate,theCompanyhadtopaytoGNIDA,theamountequivalenttotheTDSdeducted,asitwasconstruedasshortpayment.TheCompanyisindiscussionwithGNIDA,pendingresolutiontheamounthasbeenshownasrecoverablefromGNIDA.

Note 9 : Inventories (`)


Completedprojects 39,200,661 37,816,244

Total 39,200,661 37,816,244

Note 10(a) : Equity share capital


No. of shares Amount (`) No. of shares Amount (`) (i) Authorized Share Capital

Equitysharesof`10/-each 10,000,000 100,000,000 10,000,000 100,000,000 12%NonConvertibleCumulativeRedeemablePreferenceSharesof` 10/-each

8,000,000 80,000,000 8,000,000 80,000,000

Zero%NonConvertibleRedeemable PreferenceSharesof` 10/-each

7,000,000 70,000,000 7,000,000 70,000,000


7372




No. of shares Amount (`) No. of shares Amount (`)

(ii) Issued Share CapitalEquitysharesof`10/-each 5,050,100 50,501,000 5,050,100 50,501,000

Zero%NonConvertibleRedeemablePreferenceSharesof` 10/-each

7,000,000 70,000,000 7,000,000 70,000,000

(iii) Subscribed & Fully Paid Up Share CapitalEquityShareCapital

Equitysharesof` 10/-each 4,990,900 49,909,000 4,990,900 49,909,000

Add:Forfeited 59,200 170,000 59,200 170,000

Equitysharesof` 10/-each 50,079,000 50,079,000

PreferenceShareCapital


7,000,000 7,000,000

(iv) Reconciliation of the Equity shares outstanding at the beginning and at the end of the year

Particulars Equity Shares Forfeited Equity Shares

Number of shares

Amount (`)

Number of shares

Amount (`)

SharesoutstandingasatApril1,2018 4,990,900 49,909,000 59,200 170,000

Shares issued during the year - - - -

Sharesbroughtbackduringtheyear - - - -

Shares outstanding As at March 31, 2019 4,990,900 49,909,000 59,200 170,000




Shares outstanding As at March 31, 2018 4,990,900 49,909,000 59,200 170,000

(v) Rights, preferences and restrictions attached to Equity shares TheCompanyhasonlyoneclassofequityshareshavingaparvalueof`10pershare.Eachshareholderiseligibleforonevoteper

shareheld.ThedividendproposedbytheBoardofDirectorsissubjecttotheapprovaloftheshareholdersinensuingAnnualGeneralMeetingexceptincaseofinterimdividend.IntheeventofliquidationoftheCompany,theshareholderswillbeeligibletoreceiveremainingassetsoftheCompany,afterpaymentofallclaims/liabilities.

(vi) Shares of the company held by holding/ultimate holding company


EquityShares 3,580,347 3,580,347


7,000,000 7,000,000

NOTES FORMING PART OF THE FINANCIAL STATEMENTS (Contd.) Note 10(a) : Equity share capital (contd.)

7372



(vii) Details of shareholders holding more than 5% shares in the company


No. of shares % holding No. of shares % holding

Equity Shares

IndustrialInvestmentTrustLimited(holdingcompany) 3,580,347 71.74% 3,580,347 71.74%

Zero% Non Convertible Redeemable Preference Shares of ` 10/- each

IndustrialInvestmentTrustLimited(holdingcompany) 7,000,000 100% 7,000,000 100%

Note 10(b) : Other Equity (`)

Particulars As at March 31, 2019

As at March 31, 2018

Securities premiumOpeningbalance 280,000,000 280,000,000 Add/Less:adjustments - - Closing balance 280,000,000 280,000,000 Retained earningsOpeningbalance (458,213,786) (311,526,415)Add:profit/(loss)fortheyear (158,638,934) (116,707,502)Itemsofothercomprehensiveincomerecognizeddirectlyinretainedearnings:-Remeasurementsofpost-employmentbenefitobligation,netoftax 53,395 60,346 Closing balance (616,799,325) (428,173,571)

Total (336,799,325) (148,173,571)

Nature and purpose of Securities Premium

ThispresentsthepremiumcollectedonissueofpreferenceshareandcanbeutilisedforthepurposestatedunderSection52oftheCompaniesAct,2013.

Reconciliation of opening balance of retained earning as at April 1, 2018

Balance as at March 31, 2018 (428,173,571)

Less:IndAS115adjustment (51,166,321)

Add:Deferredtaxonabove 21,126,106

NetopeningbalanceasatApril1,2018 (458,213,786)

Note 11(a) : Trade Payable (`)


Non-Current Current Non-Current Current Totaloutstandingdueofmicroenterprisesandsmallenterprises - 4,468 - -

Totaloutstandingduesofcreditorsotherthanmicroenterprisesand small enterprises

- 4,935,746 - 4,499,153

Total - 4,940,214 - 4,499,153

NOTES FORMING PART OF THE FINANCIAL STATEMENTS (Contd.) Note 10(a) : Equity share capital (contd.)

7574



Note 11(a) : Trade Payable (contd.)

Disclosure required under Micro, Small and Medium Enterprises Development Act, 2006 (the Act) are given as follow : (`)



i) Principal amount and interest due thereon remaining unpaid to each supplier at the end ofeachaccountingyear

4,468 -

ii)InterestpaidbytheCompanyintermsofsection16ofMicro,SmallandMediumEnterprisesDevelopmentAct,2006,alongwiththeamountofthepaymentmadetothesupplier beyond the appointed day during each accounting year

- -

iii)Interestdueandpayablefortheyearofdelayinmakingpayment(whichhavebeenpaid but beyond the appointed day during the year) but without adding the interest specifiedunderMicro,SmallandMediumEnterprisesDevelopmentAct,2006

- -

iv)Interestaccruedandremainingunpaidattheendofeachaccountingyear - -v) Interest remaining due and payable even in the succeeding years, until such date when the interest dues as above are actually paid to the small enterprise

- -

Note 11(b) : Other Financial Liabilities (`)


Non-Current Current Non-Current Current Preferenceshare 409,388,481 - 372,917,181 -

Security deposits - 1,038,965 - 1,035,624

Debitbalanceofcurrentaccountofpartnershipfirms - 195,842,944 - 103,063,535

Total 409,388,481 196,881,909 372,917,181 104,099,159

Rights, preferences and restrictions attached to Zero % Preference shares (NCRPS) allotted 1000000 on March 4, 2013, 1000000 on March 16, 2013 and 5000000 on April 6, 2013.

i) ThePreferenceSharesshallrankforcapitalandforrepaymentofcapitalinawindingupparipassuinterseandinprioritytotheEquitySharesoftheCompany,butshallnotconferanyfurtherorotherrighttoparticipateeitherinprofitsorassets.

ii) TheNCRPSPreferencesharesshallcarryZeroCouponrate.

iii) TheNCRPSshallberedeemed,attherateof`100/-pershare(includingredemptionpremiumof`90/-pershare)attheendoftenthyearorattherateof`105/-pershare(includingredemptionpremiumof`95/-pershare)attheendofeleventhyearorattherateof`110/-pershare(includingredemptionpremiumof`100/-pershare)attheendoftwelfthyear.

iv) EveryPreferenceshareholderoftheCompanyhastherighttovoteonresolutionplacedbeforetheGeneralMeetingwhichdirectlyaffecttherightsattachedtohisPreferenceShares.

Note 12 : Other Liabilities (`)


Non-Current Current Non-Current Current

Statutoryremittances(ContributionstoPF,ServiceTax,GSTetc.) - 155,171 - 182,330

Advancereceivedfrom/refundabletocustomer - 1,224,720 - 200,000

Payabletoresidentialwelfareassociation - 56,872 - 108,997

Advancereceivedfromothers - 19,460 - 152,261

Total - 1,456,223 - 643,588


7574



Note 13 : Provisions (`)


Non-Current Current Non-Current Current Provisionforemployeebenefits:-Gratuity 1,095,028 186,272 1,053,417 183,045 -Compensatedabsences 168,002 602,468 153,817 563,432

Total 1,263,030 788,740 1,207,234 746,477

Note 14 : Revenue from operations (`)

Particulars Year ended March 31, 2019


Revenuefromrealestateprojects 2,827,608 16,038,950 Revenuefromconsultancyservices 6,000,000 6,000,000

Total 8,827,608 22,038,950

Note 15 : Other income (`)



Interest income-Onfinancialassetscarriedatamortisedcost 837,885 8,280,756 Liabilitieswrittenback 664,582 10,790,841 Miscellaneous income - 85,000

Total 1,502,467 19,156,597

Note 16 : Cost of sales (`)



Changes in stock of units of completed projectOpeningstock 37,816,244 49,944,783 Add:Cancellationofunitsduringtheyear 3,307,838 -Closingstock (39,200,661) (37,816,244)

Total 1,923,421 12,128,539

Note 17 : Employee Benefit Expenses (`)



Salaries and bonus 4,871,932 5,718,568

Contributiontoprovidentandotherfunds 345,100 410,694

Staffwelfareexpenses 93,665 103,349

Total 5,310,697 6,232,611


7776



Note 18 : Finance Costs (`)



Preferenceshareamortisationcost 36,471,300 33,222,172

InterestonLatepayment - 2,145

Total 36,471,300 33,224,317

Note 19 : Depreciation and Amortisation (`)



onproperty,plantandequipment 11,463 27,043

on intangible assets - -

Total 11,463 27,043

Note 20 : Other Expenses (`)



Rent 300,000 300,375 Ratesandtaxes 7,794 88,825 Electricitycharges 68,212 92,071 RepairsandMaintenance 308,726 850,264 Insurance expenses 112,140 165,145 Travelling and conveyance 466,478 551,253 Printing and stationery 262,567 198,351 Membershipfees 285,602 282,908 LegalandProfessionalFees 335,855 1,454,498 Auditorsremuneration 1,425,809 1,360,257 Directors'fees 1,220,000 1,260,700 Miscellaneous expenditure 322,520 736,199

Total 5,115,703 7,340,846

20(a) : Details of auditors remuneration (`)



Auditfees 525,000 525,000 Taxation matters - -Company law matters - -Otherservices 525,000 750,000 Reimbursementofexpenses 375,809 79,757 ServiceTax/GST - 5,500

Total 1,425,809 1,360,257

20(b) Corporate social responsibility expenditure

Sincethecompanyhasnotmadeprofits,thecompanyisthereforenotrequiredtoincurcorporatesocialresponsibilityactivitiesincompliancewithSection135ofCompaniesAct,2013.


7776



Note 21 : Income tax expenses (`)



21(a) : Current tax

Currenttaxonprofit - -

Adjustmentofearlieryears - (215,102)

Total (a) - (215,102)

21(b) : Deferred tax

Changeindeferredtax(assets)/liabilities (38,826) (67,238)

Changeindeferredtax(assets)/liabilitiesonOCI 18,761 20,928

Total (b) (20,065) (46,310)

Total (a+b) (20,065) (261,412)

Reconciliation of tax expense and the accounting profit multiplied by India’s domestic tax rate : (`)



Accounting Profit before Income Tax (158,677,760) (116,989,842)

Tax on accounting profit at income tax rate of 26% (P.Y. 25.75%) (41,256,218) (30,124,884)

Adjustmentforexemptedincome 21,861,528 8,496,275

AdjustmentfordisallowedunderIncomeTaxAct 18,777,635 24,052,882

AdjustmentforallowableunderIncomeTaxAct (12,551) (15,611)

Others 198,744 173,338

Taxationlossfortheyear 430,862 (2,582,000)

Tax expenses reported in the Statement of Profit & Loss (Current tax) - -

Tax losses (`)



Unusedtaxlossesandunabsorbeddepreciationforwhichnodeferredtaxassethasbeencreated 107,415,728 105,758,568

Potentialtaxbenefit@26%(P.Y.25.75%) 27,928,089 27,232,831


7978




Note 22 : Employee benefits (Gratuity, Privilege Leave Benefit and Sick Leave Benefits)

22(a) : The following tables set out the funded status of the gratuity plans and the amounts recognized in the financial statements (Gratuity) (`)



i) Change in benefit obligations OpeningDefinedBenefitObligation 1,485,036 1,279,556 Current service cost 183,045 204,913 Interest cost 69,896 55,072 Actuarialloss/(gain)duetochangeinfinancialassumptions 19,723 (17,007)Actuarialloss/(gain)duetoexperienceadjustments (96,462) (63,880)Past service cost - 26,382 Benefitspaid (186,861) -Closing defined benefit obligation 1,474,377 1,485,036

ii) Change in plan assets Openingvalueofplanassets 248,574 161,094 Interest Income 15,714 13,362 Returnonplanassetsexcludingamountsincludedininterestincome (4,583) 387 Contributions by employer 120,233 73,731 BenefitPaid (186,861) -Closing Value of plan assets 193,077 248,574

iii) Funded Status of the PlanPresentvalueoffundedobligations 1,474,377 1,485,036 Fairvalueofplanassets 193,077 248,574 Net Liability (Assets) 1,281,300 1,236,462

22(b) : Amount recognized in the Statement of Profit and Loss under employee benefit expenses (Gratuity) (`)



Current service cost 183,045 204,913 Pastservicecostandloss/(gain)oncurtailmentsandsettlement - 26,382 NetInterestcost 54,182 41,710 Total included in Employee Benefit Expenses 237,227 273,005

22(c) : Amount recognized in the Statement of Other Comprehensive Income (Gratuity) (`)



Componentsofactuarialgain/lossesonobligations:Duetochangeinfinancialassumptions 19,723 (17,007)Duetochangesindemographicassumption - -Duetoexperienceadjustment (96,462) (63,880)Returnonplanassetsexcludingamountsincludedininterestincome 4,583 (387)Total included in Employee Benefit Expenses (72,156) (81,274)

7978




Note 22 : Employee benefits (Gratuity, Privilege Leave Benefit and Sick Leave Benefits) (contd.)

22(d) : Principle actuarial assumptions used to determine benefit obligations are set out below:

(i) Gratuity



DiscountRate 6.70% 7.30%SalaryGrowthRate 7.00% 7.00%WithdrawalRates Atyoungerages 10.00% 10.00% Reducingto%atolderages 2.00% 2.00%

(ii) Privilege Leave Benefit



DiscountRate 6.70% 7.30%SalaryGrowthRate 7.00% 7.00%WithdrawalRates Atyoungerages 10.00% 10.00% Reducingto%atolderages 2.00% 2.00%LeaveAvailmentRate 0.00% 0.00%LeaveEncashmentRate 0.00% 0.00%

(iii) Sick Leave Benefit




22(e) : Expected cash flows based on past service liability dated as at March 31, 2019:

(i) Gratuity


Cash flows (`) Distribution (%) Cash flows (`) Distribution (%)Year1 1,194,354 61.80% 1,055,111 60.00%Year2 18,545 1.00% 17,760 1.00%Year3 18,782 1.00% 16,657 0.90%Year4 19,032 1.00% 18,564 1.10%Year5 96,714 5.00% 18,763 1.10%Year6toYear10 70,541 3.60% 144,329 8.20%

TheFutureaccrualisnotconsideredinarrivingattheabovecash-flows.

8180




22(e) : Expected cash flows based on past service liability dated as at 31st March, 2019: (contd.)



Cash flows (`) Distribution (%) Cash flows (`) Distribution (%)Year1 566,934 57.20% 449,250 50.70%

Year2 10,984 1.10% 11,585 1.30%

Year3 11,092 1.10% 11,064 1.20%

Year4 11,207 1.10% 11,170 1.30%

Year5 45,201 4.60% 11,282 1.30%

Year6toYear10 41,357 4.20% 78,640 8.90%


22(f) : Reconciliation of net defined benefit liability (Gratuity):



Net opening provision in books of accounts 1,236,462 1,118,462

Transferin/(out)obligation - -

Transfer(in)/outplanassets - -

EmployeeBenefitExpenseasperAnnexure2 237,227 273,005

AmountsrecognizedinOtherComprehensiveIncome (72,156) (81,274)

1,401,533 1,310,193

Contributions to plan assets (120,233) (73,731)

Closing provision in books of accounts 1,281,300 1,236,462

22(g) : Composition of the plan assets (Gratuity):



GovernmentofIndiaSecurities 0% 0%

State Government Securities 0% 0%

Highqualitycorporatebonds 0% 0%

Equitysharesoflistedcompanies 0% 0%

Property 0% 0%

SpecialDepositScheme 0% 0%

Policyofinsurance 99% 100%

BankBalance 1% 0%

OtherInvestments 0% 0%

Total 100% 100%


8180




22(h) : Sensitivity to key assumptions

(i) Gratuity


DBO (`)

Changes in DBO %

DBO (`)

Changes in DBO %

Discountratevariedby0.5% Increase by 0.5% 1,457,814 -1.12% 1,470,839 -0.96% Decreaseby0.5% 1,492,320 1.22% 1,500,433 1.04%Salary growth rate varied by 0.5% Increase by 0.5% 1,486,068 0.79% 1,497,008 0.81% Decreaseby0.5% 1,457,894 -1.12% 1,473,557 -0.77%Withdrawalrate(WR)variedby20% WR*120% 1,473,294 -0.07% 1,485,751 0.05% WR*80% 1,475,511 0.08% 1,484,036 -0.07%



DBO (`)

Changes in DBO %

DBO (`)

Changes in DBO %

Discountratevariedby0.5% Increase by 0.5% 717,187 -1.31% 673,595 -1.30% Decreaseby0.5% 737,021 1.42% 692,076 1.41%Salary growth rate varied by 0.5% Increase by 0.5% 736,942 1.41% 692,058 1.41% Decreaseby0.5% 717,170 -1.31% 673,531 -1.31%Withdrawalrate(WR)variedby20% WR*120% 726,207 -0.07% 682,947 0.07% WR*80% 727,254 0.08% 681,892 -0.08%



DBO (`)

Changes in DBO %

DBO (`)

Changes in DBO %

Discountratevariedby0.5% Increase by 0.5% 43,415 -0.82% 34,669 -0.37% Decreaseby0.5% 44,146 0.85% 34,928 0.38%Salary growth rate varied by 0.5% Increase by 0.5% 44,143 0.85% 34,927 0.37% Decreaseby0.5% 43,414 -0.82% 34,668 -0.37%Withdrawalrate(WR)variedby20% WR*120% 43,028 -1.70% 34,605 -0.55% WR*80% 44,580 1.85% 35,001 0.59%

A description of methods used for sensitivity analysis and its limitations:Sensitivityanalysisisperformedbyvaryingasingleparameterwhilekeepingalltheotherparametersunchanged. Sensitivityanalysisfailstofocusontheinterrelationshipbetweenunderlyingparameters. Hence,theresultsmayvaryiftwoormorevariablesarechangedsimultaneously. Themethoduseddoesnotindicateanythingaboutthelikelihoodofchangeinanyparameterandtheextentofthechangeifany. TheCompanybestestimateoftheContributionexpectedtobepaidtotheplanduringnextyearis`186,272/-(Previousyear`183,045/-)


8382



Note 23 : Fair value measurements

23(a) : Financial Instruments by category (`)


FVPL* FVOCI** Amortised cost


Financial assetsLoans - - - - - -Trade receivables - - 8,051,727 - - 15,294,147 Cashandcashequivalents - - 6,422,993 - - 3,893,775 Bankbalancesotherthan(iii)above - - 3,200,000 - - -Otherfinancialassets - - 108,931 - - 1,587,708 Total financial assets - - 17,783,651 - - 20,775,630 Financial liabilitiesBorrowings - - - - - - Depositsfromcustomer - - 1,038,965 - - 1,035,624 Interest accrued and due - - - - - -Trade payables - - 4,940,214 - - 4,499,153 OtherFinancialLiabilities PreferenceShareLiabilities - - 409,388,481 - - 372,917,181 Total financial liabilities - - 415,367,660 - - 378,451,958

*FairvaluethroughProfit&Loss **FairvaluethroughOtherComprehensiveIncome

23(b) : Fair value hierarchy

No financial instruments are recognised andmeasured at fair value for which fair values are determined using the judgments andestimates. (`)

Assets and liabilities which are measured at amortised cost for which fair values are disclosed as at March 31, 2019

Level 1 Level 2 Level 3 Total

Financial AssetsTotal financial assets - - - - Financial LiabilitiesOtherFinancialLiabilities - - - -PreferenceShareLiabilities - - 409,388,481 409,388,481 Total financial liabilities - - 409,388,481 409,388,481

(`)



Financial assets

Total financial assets - - - - Financial LiabilitiesOtherFinancialLiabilities - - - -

PreferenceShareLiabilities - - 372,917,181 372,917,181

Total financial liabilities - - 372,917,181 372,917,181


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Note 23 : Fair value measurements (contd.)

23(b) : Fair value hierarchy (contd.)

Duringtheyear/periodtherearenofinancialinstrumentswhicharemeasuredatLevel1andLevel2category.

Thefairvalueoffinancial instrumentsreferredabovehavebeenclassifiedintothreecategoriesdependingonthe inputsusedinthevaluationtechnique.Thehierarchygivesthehighestprioritytoquotedpricesinactivemarketfor identicalassetsor liabilities(level1measurements)andlowestprioritytounobservableinputs(level3measurements).Thecategoriesusedareasfollows:

Level1:Thishierarchyincludesfinancialinstrumentsmeasuredusingquotedprices.

Level2:Thefairvalueoffinancialinstrumentsthatarenottradedinanactivemarketisdeterminedusingvaluationtechniqueswhichmaximisetheuseofobservablemarketdataandrelyaslittleaspossibleonentity-specificestimates.Ifallsignificantinputsrequiredtofairvalueaninstrumentareobservable,theinstrumentisincludedinlevel2.

Level3:Ifoneormoreofthesignificantinputsisnotbasedonobservablemarketdata,theinstrumentisincludedinlevel3.

Therearenotransfersbetweenthelevelsduringtheyear/period.

Valuation processes :

Forlevel3financialinstrumentsthefairvalueshavebeendeterminedbasedonpresentvaluesandthediscountratesusedwereadjustedforcounterpartyorowncreditrisk.

23(c) Fair value of financial assets and liabilities measured at amortised cost for which fair values are disclosed. (`)

Particulars March 31, 2019 March 31, 2018

Carrying amount

Amortised cost

Carrying amount

Amortised cost

Financial assets

-InvestmentsinJointlycontrolledentity 5,000,000 5,403,350 5,000,000 4,951,750

-OtherInvestments - - -

Total financial assets 5,000,000 5,403,350 5,000,000 4,951,750

Financial Liabilities

PreferenceShareLiabilities 70,000,000 409,388,481 70,000,000 372,917,181

Total financial liabilities 70,000,000 409,388,481 70,000,000 372,917,181

Thecarryingamountsoftradereceivables,tradepayables,shorttermsecuritydeposit,bankdepositswithmorethan12monthsmaturity,capitalcreditorsandcashandcashequivalentsareconsideredtobethesameastheirfairvaluesduetoshorttermnature.

Thefairvalueforloans,securitydepositsandinvestmentsinpreferencesharewerecalculatedbasedondiscountedcashflowsusingacurrentlendingrate.Theyareclassifiedaslevel3fairvaluesinthefairvaluehierarchyduetotheinclusionofunobservableinputsincludingcounterpartycreditrisk.

Thefairvalueforpreferenceshareliabilitiesarebasedondiscountedcashflowsusingacurrentlendingrate.Theyareclassifiedaslevel3fairvaluesinthefairvaluehierarchyduetotheinclusionofunobservableinputsincludingcounterpartycreditrisk.

Forfinancialassetsandliabilitiesthataremeasuredatfairvalue,thecarryingamountsareequaltothefairvalues.


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Note 24 :

(i) Intermsof theapprovalgivenbymembersof theCompanyandthoseof Industrial InvestmentTrustLimited(“the lender”)bypassingtheresolutionthroughpostalballotsonApril18,2017andApril21,2017respectively,theCompanyhasenteredintoOneTimeSettlementagreement(“OTS”)onMay18,2017withthelenderandtransferredtheCompany’sinvestment in5,000,000Zero%Non-ConvertibleRedeemablePreferenceShares ofWorldResorts Limited and 10,849,120Zero%Non-ConvertibleRedeemablePreferenceSharesofCapitalInfraprojectsPrivateLimitedrecognisedinthebooksatamortisedcostwhichhasbeenadjustedagainsttheloanoutstandingof`3,648.00lakhsandinterestaccruedanddueasatMarch31,2016of`361.07lakhs(netofTDS)aggregatingto`4,009.07lakhs.Theresultinglossof`599.71lakhshasbeendisclosedasanexceptionaliteminthefinancialstatement.

(ii) As per OTS agreement the lender has waived the interest accrued for the periodApril 2016 to March 2017 amounting to `54,270,000/-.TheCompanyhasagreedtorecompenseIITLinoneormoreinstalments,asmaybemutuallyagreedbetweenthepartiesattherelevanttimetheinterestamountof`54,270,000/-whichhasbeenwaivedoffaspartofOnetimesettlementincasetheCompanyturnsprofitableinfutureandhasadequatecashflows.

Note 25 : Contingent liabilities :

TheCompanyhasgivencorporateguaranteeof`247,751,459/-toIndustrialInvestmentTrustLimited(aholdingcompany)onbehalfofIITLNimbusTheExpressParkView(ajointlycontrolledentity)inconnectiontorestructuringofloantenderedbyholdingcompanytojointlycontrolledentity.”

Commitments : Refer Note 24

Note 26 : Related parties

As identifiedon thebasisof informationavailablewith theCompanyand relieduponby theauditorsand transactionswith themasspecifiedintheIndianAccountingStandard(IndAS)24on‘RelatedPartiesDisclosures’aregivenbelow:

26(a) : List of related parties:

Particulars Percentage of holding

As at March 31, 2019 As at March 31, 2018Holding CompanyIndustrialInvestmentTrustLimited 71.74% 71.74%Jointly controlled entitiesIITL-NimbusTheHydePark-apartnershipfirmIITL-NimbusTheExpressParkView-apartnershipfirm

IITL-NimbusThePalmVillage-apartnershipfirmCapitalInfraprojectsPrivateLimitedAssociateGoldenPalmsFacilityManagementPrivateLimitedListofkeymanagementpersonnelMr.D.P.Goyal,ManagingDirectorListofdirectorsMr.BipinAgarwal,DirectorDr.B.Samal,ChairmanMr.MilindDesai,IndependentDirectorMr.V.Narayanan,IndependentDirectorMrs.SujataChattopadhyay,IndependentDirectorEntitiesoverwhichhassignificantinfluenceNimbusProjectsLimitedTheGoldenPalmsHotel&SPA(PartnershipFirm)


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Note 26 : Related parties (contd.)

26(b) : The details of related parties transaction (`)

Particulars Year ended

March 31, 2019Year ended

March 31, 2018FinanceIncomeCapitalInfraprojectsPrivateLimited 451,600 2,108,284

451,600 2,108,284 ConsultancyIncome(exclusiveofServiceTax/GST)CapitalInfraprojectsPrivateLimited 3,000,000 3,000,000 IITL-NimbusTheHydePark 3,000,000 3,000,000

6,000,000 6,000,000 RentExpensesNimbusProjectsLimited - 135,000

- 135,000 StayingExpensesTheGoldenPalmsHotel&SPA 5,177 10,342

5,177 10,342 RemunerationMr.D.P.Goyal 3,000,000 2,998,151

3,000,000 2,998,151 SittingfeestoDirectorsDr.B.Samal,Chairman 260,000 260,000 Mr.BipinAgarwal,Director 120,000 140,000 Mr.MilindDesai,IndependentDirector 340,000 360,000 Mr.V.Narayanan,IndependentDirector 360,000 380,000 Mrs.SujataChattopadhyay,IndependentDirector 140,000 120,000

1,220,000 1,260,000 26(c) : The details of amounts outstanding (`)



IITL-NimbusTheHydeParkDebitbalanceofCurrentAccountofPartnershipFirms 562,225 22,357,435 Consultancy income - -Capitalaccountofpartnershipfirms 45,000,000 45,000,000

45,562,225 67,357,435 IITL-NimbusTheExpressParkViewCreditbalanceofCurrentAccountofPartnershipFirms (78,362,389) (52,598,548)Capitalaccountofpartnershipfirms - 20,237,500 Trade receivable - 3,912,360

(78,362,389) (28,448,688)CapitalInfraprojectsPrivateLimitedConsultancy income 270,000 270,000 InvestmentinEquityShares - 5,000,000 InvestmentinPreferenceShares - 4,951,750

270,000 10,221,750 IITL-NimbusThePalmVillageCreditbalanceofCurrentAccountofPartnershipFirms (117,480,555) (50,464,987)Capitalaccountofpartnershipfirms 220,000,000 220,000,000

102,519,445 169,535,013 GoldenPalmsFacilityManagementPrivateLimitedInvestmentinEquityShares 500,000 500,000 TheGoldenPalmsHotel&SPATrade payable 5,177 10,342


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Note 27: Financial risk management TheCompany’sbusinessactivitiesexposeittoavarietyoffinancialrisks,namelyliquidityrisk,marketrisksandcreditrisk.TheCompany’sseniormanagementhasoverallresponsibilityfortheestablishmentandoversightoftheCompany’sriskmanagementframework.TheCompany has constituted a RiskManagement Committee, which is responsible for developing andmonitoring the Company’s riskmanagementpolicies.ThekeyrisksandmitigatingactionsarealsoplacedbeforetheAuditCommitteeoftheCompany.TheCompany’sriskmanagementpoliciesareestablished to identifyandanalyse the risks facedby theCompany, tosetappropriate risk limitsandcontrolsandtomonitorrisksandadherencetolimits.RiskmanagementpoliciesandsystemsarereviewedregularlytoreflectchangesinmarketconditionsandtheCompany’sactivities. TheRiskManagementCommitteeoftheCompanyissupportedbytheFinanceteamandexpertsofrespectivebusinessdivisionsthatprovidesassurancethattheCompany’sfinancialriskactivitiesaregovernedbyappropriatepoliciesandproceduresandthatfinancialrisksareidentified,measuredandmanagedinaccordancewiththeCompany’spoliciesandriskobjectives.Theactivitiesaredesignedto:-protecttheCompany’sfinancialresultsandpositionfromfinancialrisks-maintainmarketriskswithinacceptableparameters,whileoptimizingreturns;and-protecttheCompany’sfinancialinvestments,whilemaximizingreturns.TheTreasurydepartmentisresponsibletomaximizethereturnoncompany’sinternallygeneratedfunds.A. Management of Liquidity Risk: Liquidityriskistheriskthatthecompanywillfaceinmeetingitsobligationsassociatedwithitsfinancialliabilities.Thecompany’sapproachtomanagingliquidityistoensurethatitwillhavesufficientfundstomeetitsliabilitieswhenduewithoutincurringunacceptablelosses.Indoing this,managementconsidersbothnormalandstressedconditions.Amaterialandsustainedshortfall inourcashflowcouldunderminethecompany’screditratingandimpairinvestorconfidence. B. Management of Market risks Marketriskscomprisesof:-pricerisk;and-interestrateriskThecompanydoesnotdesignateanyfixed ratefinancialassetsas fair value throughprofitand lossnorat fair value throughOCI.Thereforecompanyisnotexposedtoanyinterestraterisks.Similarlycompanydoesnothaveanyfinancialinstrumentwhichisexposedto change in price. C. Management of Credit Risks Creditriskistheriskoffinanciallosstothecompanyifacustomerorcounter-partyfailstomeetitscontractualobligations. Trade receivables Concentrationsofcreditriskwithrespecttotradereceivablesarelimited,duetothecompany’scustomerbasebeinglargeanddiverseandalsoonaccountofmember’sdepositskeptbythecompanyascollateralwhichcanbeutilisedincaseofmemberdefault.Alltradereceivablesarereviewedandassessedfordefaultonaquarterlybasis.Ourhistoricalexperienceofcollectingreceivables,supportedbythelevelofdefault,isthatcreditriskislow.Companyisnotexposedtoanyothercreditrisks. D. Capital Management ThecompanyconsidersthefollowingcomponentsofitsBalanceSheettobemanagedcapital: Totalequityasshowninthebalancesheetincludesretainedprofitandsharecapital. Thecompanyaimtomanagesitscapitalefficientlysoastosafeguarditsabilitytocontinueasagoingconcernandtooptimisereturnstoourshareholders.Thecapitalstructureofthecompanyisbasedonmanagement’sjudgmentoftheappropriatebalanceofkeyelementsinordertomeetitsstrategicandday-to-dayneeds.Weconsidertheamountofcapitalinproportiontoriskandmanagethecapitalstructureinlightofchangesineconomicconditionsandtheriskcharacteristicsoftheunderlyingassets.Inordertomaintainoradjustthecapitalstructure,thecompanymayadjusttheamountofdividendspaidtoshareholders,returncapitaltoshareholdersorissuenewshares.Thecompany’spolicyistomaintainastableandstrongcapitalstructurewithafocusontotalequitysoastomaintaininvestor,creditorsandmarketconfidenceandtosustainfuturedevelopmentandgrowthofitsbusiness.Thecompanywilltakeappropriatestepsinordertomaintain,orifnecessaryadjust,itscapitalstructure.companyisnotsubjecttofinancialcovenantsinanyofitssignificantfinancingagreements.

Themanagementmonitorsthereturnoncapitalaswellasthelevelofdividendstoshareholders.


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Note 28 : Segment information

Operatingsegmentsare reported inamannerconsistentwith the internal reportingprovided to theChiefOperatingDecisionMaker(“CODM”)ofthecompanyTheCODM,whoisresponsibleforallocatingresourcesandassessingperformanceoftheoperatingsegments,hasbeenidentifiedastheManagingDirectorandCEOofthecompany.ThecompanyhasidentifiedthecompanyengagedonlyinrealestatedevelopmentandrelatedactivitiesandhencetherearenoreportablesegmentsasperIndAS108.

Note 29 : Impairment

InviewofcurrentstatusoftheRealestateindustryandinParticularstheadversecashflowsofthetwoJointVenturesnamely,IITL-NimbusTheExpressParkView,andCapitalInfraProjectsPrivateLimited,theirabilitytocontinueasgoingconcernisuncertain.Furtherconsideringthatthecompanyhasalsoincurrednetlossof̀ 1,586.77lakhsfortheyearandthecurrentliabilitiesexceededitstotalassetsindicatethatamaterialuncertaintyexiststhatmaycastsignificantdoubtonthecompany’sabilitytocontinueasaGoingConcern.

Consideringtheabovetheinvestmentsintwojointventuregotimpaired.BasedonthefinancialstatementofJointVentureaswellasestimatedcashflowimpairmentlossforthefullvaluecarryingvalueisrecognizedasimpairmentloss.

Note 30-Significant notes on the Financial statements of Joint Ventures

30(a) : IITL NIMBUS THE PALM VILLAGE

i)Duetosubduedmarketsentimentsandpoorresponse,theFirmhastemporarilysuspendedtheoperations/activitiesintheproject.Nosubstantialadministrativeandtechnicalworkwascarriedout intheproject.Hence,themanagementcommitteeinitsmeetingdt. January29,2018decidedthatw.e.f.January1,2018,alltheborrowingcostsi.e.interestonunsecuredloan,interestonlandpremiumandinterestondelayedpaymentofpremiumbedirectlychargedtoStatementofProfit&Lossinsteadofcapitalizationtoinventories.Similarly,interestondelayedpaymentofFarmerCompensationandinterestonleaserentarealsobeingdirectlychargedtoStatementofProfit&Loss.

ii)Theconditionsintheproject,asmentionedabove,indicatetheexistenceofmaterialuncertaintyabouttheFirm’sabilitytocontinueasagoingconcern.However,consideringtheprevailingrateoflandasperYamunaExpresswayIndustrialDevelopmentAuthority(YEIDA)officialsite,thevaluationoflandasatMarch31,2019isinexcessofthebookvalueandalsothemanagementisintheprocessoffindingalternateoptionswithinoverallframeworkoftheleaseagreement,noimpairmenthasbeenprovidedinthebooksofaccount.

30(b) : IITL NIMBUS THE EXPRESS PARK VIEW

GreaterNoidaIndustrialDevelopmentAuthority(GNIDA)cameoutwithProjectSettlementPolicy(PSP)datedDecember15,2016,toallowpartialsurrenderofprojectland,duetoslowdownandrecessioninRealEstateIndustry.

TheFirmapplied for partial surrender of project landas provided inPSP, vide their letter dated June7, 2017andas per letter dt. June26,2017fromtheAuthority,Firm’sapplicationwasacceptedbyBoardofGNIDA,whichwouldbeprocessedasper termsandconditionsofPSP.

InletterdtJune7,2017theFirmhasmadetwoproposalstosurrendertheremaininglandunderPSP.

PROPOSAL-A- in this proposal the Firm has intended to surrender 12000 Sq.mtrs. of land out of total land as per the drawingsubmitted.

Underthisproposalthefirmshallutilise59200Sq.ft.AdditionalFARareaoutofsanctionedadditionalFARwhichwasallottedvideletterdtOctober15,2004,againstwhichtheFirmmadetotalpaymentof`1,26,64,341/-totheAuthority.

PROPOSAL-B- in thisproposal theFirmhas intended tosurrender10000Sq.mtrsof land,underwhich theFirmhasconsumed thepermissibleFAR2.75aspersanction/approvals.

IntheapplicationdatedJune7,2017(requestingforpartialsurrenderofprojectlandasprovidedinPSPdatedDecember15,2016),theFirmhasrequestedtheAuthoritytoaccepteitherproposalAorproposalB.

NocommunicationotherthanletterdtJune26,2017assuprahasbeenreceivedfromtheAuthority.


PB88











Note 31:

Thefinancialstatementshavebeenpreparedonagoingconcernbasis,althoughthecompanyisincurringcontinuouslossesandthenetworthoftheCompanyisnegativeasonMarch31,2019,indicatetheexistenceofamaterialuncertainty,thatmaycastsignificantdoubtabouttheCompany’sabilitytocontinueasagoingconcern.

Note 32:

Previous Year’s figures have been regrouped/reclassified wherever necessary to correspond with the current year classification/disclosure.

Note 33:

TheFinancialStatementisapprovedbytheBoardofDirectorsoftheCompanyinthemeetingheldonMay22,2019.


89PB



IITL PROJECTS LIMITED

CONSOLIDATED FINANCIAL STATEMENTS

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INDEPENDENT AUDITORS’ REPORTTO THE MEMBERS OF IITL PROJECTS LIMITEDReport on the Audit of the Consolidated Financial Statements:Opinion1. Wehaveaudited the accompanyingConsolidated financial statements ofM/s. IITL Projects Limited (hereinafter referred to

as “Holding Company”), and its associates and jointly controlled entities which comprise the Consolidated Balance Sheet as at March31,2019,andtheConsolidatedStatementofProfitandLossfortheyear,andtheConsolidatedstatementofchangesinequity,andtheConsolidatedstatementofCashflowsfortheyearthenendedandnotestotheConsolidatedfinancialstatementsincludingasummaryofthesignificantaccountingpoliciesandotherexplanatoryinformation(hereinafterreferredtoas“theConsolidatedfinancialstatements”).

2. Inouropinionandtothebestofourinformationandaccordingtotheexplanationsgiventous,theaforesaidConsolidatedfinancialstatementsgivetheinformationrequiredbytheCompaniesAct,2013(“Act”)inthemannersorequiredandgiveatrueandfairviewinconformitywiththeIndianAccountingStandardsprescribedundersection133oftheActreadwiththeCompanies(IndianAccountingStandards)Rules,2015,asamended,(“IndAS”)andotheraccountingprinciplesgenerallyacceptedinIndia,oftheConsolidatedstateofaffairsoftheCompanyasatMarch31,2019,theConsolidatedLossanditsConsolidatedcashflowsfortheyearthenendedfortheyearended.

Basis of Opinion3. Weconductedourauditof theConsolidatedfinancialstatements inaccordancewith theStandardsonAuditing(SAs)specified

undersection143(10)oftheCompaniesAct2013.OurresponsibilitiesunderthoseStandardsarefurtherdescribedintheAuditor’sResponsibilitiesfortheAuditoftheConsolidatedFinancialStatementssectionofourreport.WeareindependentoftheCompanyinaccordancewiththeCodeofEthicsissuedbytheInstituteofCharteredAccountantsofIndiatogetherwiththeEthicalrequirementsthatarerelevanttoourauditoftheConsolidatedfinancialstatementsundertheprovisionsoftheCompaniesAct,2013andtheRulesthereunder,andwehavefulfilledourotherethicalresponsibilitiesinaccordancewiththeserequirementsandtheCodeofEthics.WebelievethattheauditevidencewehaveobtainedissufficientandappropriatetoprovideabasisforouropinionontheConsolidatedfinancialsstatements.

“Material Uncertainty Relating to Going Concern” We draw attention to the following matters in the notes to the standalone financial statements: AsstatedinNoteno30&31,InviewofcurrentstatusoftheRealestateindustryandinParticularsadversecashflowsofthetwo

JointVenturenamely,IITL-NimbusTheExpressparkview,andCapitalinfraprojectsprivatelimited,theirabilitytocontinueasgoingconcern isuncertain.Furtherconsideringthat thecompanyhasalsonetLossof`1,548.41Lakhsfor theyearandthecurrentliabilitiesexceededitsTotalassetsindicatethatamaterialuncertaintyexiststhatmaycastsignificantdoubtonthecompany’sabilityto continue as a Going Concern.

Our report is not modified in respect of these mattersKey Audit Matters4. Keyauditmattersarethosemattersthat,inourprofessionaljudgment,wereofmostsignificanceinourauditoftheConsolidated

financial statementsof the current period.Thesematterswereaddressed in the context of ouraudit ofConsolidated financialstatementsasawhole,andinformingouropinionthereon,andwedonotprovideaseparateopiniononthesematters.Wehavedeterminedthemattersdescribedbelowtobethekeyauditmatterstobecommunicatedinourreport.

Key Audit Matters Auditor’s ResponseGoing concernInviewofcurrentstatusoftheRealestateindustryandinParticularsadversecashflowsofthetwoJointVenturenamely,IITL-NimbusTheExpressparkview, and Capital Infra Projects Private Limited, the Company ability tocontinueasgoingconcernisuncertain.TheCompanyfinancialstatementswerepreparedonagoingconcernbasis.Management’sstatement issetout inNote30&31tothefinancialstatements.Thisbeingfundamentaltotheunderstandingoffinancialmattersweconsidereditaskeyauditmatter

Based on the audit procedures and tests of themanagementestimatesofthestandalonecashflowsthere exists a significant doubt on the company’sability to continue as a going concern. This is also brought out our audit opinion in Separate paragraph “MaterialUncertaintyRelatedtogoingconcern.”

Impairment provision for Investments in Two joint venturesBasedonthefinancialstatementofJointventuresaswellasestimatedcashflowimpairmentlossforthefullcarryingvalueisrecognizedasimpairmentloss.Thisbeingsignificantmanagement judgementweconsidereditasaKeyAuditMatter

We applied our audit review procedures on the JV financials auditedbyother auditorsaswell as theestimateofthecashflowsmadebythemanagement.Based on the procedures applied, we concluded necessaryprovisionforimpairmentismade.

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Management Responsibilities for the Consolidated Financial Statements 5. TheHoldingCompany’sBoardofDirectorsisresponsible

forthepreparationandpresentationoftheseconsolidatedfinancial statements in term of the requirements of theCompaniesAct, 2013 that give a true and fair view ofthe consolidated financial position, consolidated financialperformanceandconsolidatedcashflowsofitsAssociatesand Jointly controlled entities in accordance with the accounting principles generally accepted in India, including theAccountingStandardsspecifiedundersection133oftheAct.TherespectiveBoardofDirectorsofthecompanies,ofitsassociatesandjointlycontrolledentitiesareresponsibleformaintenanceofadequateaccountingrecordsinaccordancewith theprovisionsof theAct forsafeguardingtheassetsof theHoldingcompanyandforpreventinganddetectingfrauds and other irregularities; selection and applicationof appropriate accounting policies;making judgmentsandestimates that are reasonable andprudent; and thedesign, implementation andmaintenance of adequateinternal financial controls, thatwere operating effectivelyforensuringaccuracyandcompletenessoftheaccountingrecords,relevanttothepreparationandpresentationofthefinancialstatementsthatgiveatrueandfairviewandarefree frommaterialmisstatement,whetherdue to fraudorerror,whichhavebeenusedforthepurposeofpreparationoftheconsolidatedfinancialstatementsbytheDirectorsoftheHoldingCompany,asaforesaid.

6. In preparing theConsolidated financial statements, therespectiveboardofdirectorsof thecompaniesandof itsassociates and jointly controlled entities are responsible forassessingtheabilityoftheHoldingCompanyandofitsassociates and jointly controlled entities to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis ofaccountingunlessmanagementeitherintendstoliquidatetheGroup or to cease operations, or has no realistic alternative but to do so.

7. TherespectiveBoardofdirectorsoftheCompaniesandofits associates and jointly controlled entities are responsible foroverseeingtheCompanyfinancialreportingprocessofits associates and jointly controlled entities.

Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements8. Ourobjectivesare toobtain reasonableassuranceabout

whethertheConsolidatedfinancialstatementsasawholearefreefrommaterialmisstatement,whetherduetofraudorerror,andtoissueanauditor’sreportthatincludesouropinion.Reasonableassuranceisahighlevelofassurance,but is not a guarantee that an audit conducted in accordance withSAswillalwaysdetectamaterialmisstatementwhenitexists.Misstatementscanarisefromfraudorerrorandareconsideredmaterialif,individuallyorintheaggregate,theycould reasonablybeexpected to influence theeconomicdecisionsofuserstakenonthebasisoftheseConsolidatedfinancialstatements.

9. Aspartofanaudit inaccordancewithSAs,weexerciseprofessionaljudgementandmaintainprofessionalskepticismthroughout the audit. We also:• Identifyandassesstherisksofmaterialmisstatement

oftheConsolidatedfinancialstatements,whetherduetofraudorerror,designandperformauditproceduresresponsivetothoserisks,andobtainauditevidencethat is sufficient andappropriate toprovideabasisforouropinion.The riskofnotdetectingamaterialmisstatement resulting from fraud ishigher than foroneresultingfromerror,asfraudmayinvolvecollusion,forgery,intentionalomissions,misrepresentations,ortheoverrideofinternalcontrol.

• Obtainanunderstandingofinternalcontrolsrelevanttothe audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i)oftheAct,wearealsoresponsibleforexpressingouropiniononwhethertheCompanyhasadequateinternal financial controls system in place and theoperatingeffectivenessofsuchcontrols.

• Evaluate theappropriatenessofaccountingpoliciesusedandthereasonablenessofaccountingestimatesand related disclosures made by management.

• Concludeontheappropriatenessofmanagement’suseofthegoingconcernbasisofaccountingand,basedon the audit evidence obtained, whether a material uncertaintyexistsrelatedtoeventsorconditionsthatmay cast significant doubt on theCompany abilitytocontinueasagoingconcern. Ifweconcludethatamaterial uncertainty exists, we are required todrawattention in our auditor’s report to the relateddisclosuresintheConsolidatedfinancialstatementsor,ifsuchdisclosuresareinadequate,tomodifyouropinion.Our conclusions are based on the auditevidenceobtaineduptothedateofourauditor’sreport.However,futureeventsorconditionsmaycausetheCompany to cease to continue as a going concern.

• Evaluatetheoverallpresentation,structureandcontentoftheConsolidatedfinancialstatements,includingthedisclosures,andwhether theConsolidatedfinancialstatements represent the underlying transactions and eventsinamannerthatachievesfairpresentation.

10. Materiality is themagnitude of misstatements in theConsolidated financial statements that, individually or inaggregate,makesitprobablethattheeconomicdecisionsofareasonablyknowledgeableuserofthefinancialstatementsmaybeinfluenced.Weconsiderquantitativematerialityandqualitativefactorsin(i)planningthescopeofourauditworkandinevaluatingtheresultsofourwork;and(ii)toevaluatetheeffect of any identifiedmisstatements in the financialstatements.

11. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings thatweidentifyduringouraudit.

12. We also provide those charged with governance with a statement that we have complied with relevant ethical requirementsregardingindependence,andtocommunicate

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with them all relationships and other matters that may reasonably be thought to bear on our independence, and whereapplicable,relatedsafeguards.

13. From thematterscommunicatedwith thosechargedwithgovernance, we determine thosematters that were ofmostsignificanceintheauditoftheConsolidatedfinancialstatementsofthecurrentperiodandarethereforethekeyauditmatters.Wedescribe thesematters inourauditor’sreport unless law or regulation precludes public disclosure aboutthematterorwhen,inextremelyrarecircumstances,we determine that a matter should not be communicated in ourreportbecausetheadverseconsequencesofdoingsowouldreasonablybeexpectedtooutweighthepublicinterestbenefitsofsuchcommunication.

Other MattersTheConsolidatedfinancialstatementsof theCompany includegroup share of net loss of` 827.36 lakhs for the year endedMarch 31, 2019, as considered in the consolidated financialsstatements, inrespectoffourjointlycontrolledentitiesandoneAssociate.Wedidnotauditthefinancialstatementsoffourjointlycontrolledentities,andoneAssociate.TheFinancialStatementsof four jointly controlledentities andoneAssociatehavebeenauditedbyotherAuditorswhoseReportshavebeenfurnishedtousbytheManagement.OuropinionontheConsolidatedFinancialStatements,insofarasitrelatestotheamountanddisclosuresincludedinrespectofthisAssociateandourReportintermsofsub-section3ofSection143oftheAct,insofarasitrelatestotheaforesaidjointlycontrolledentitiesandAssociatecompanyisbasedsolelyontheReportsoftheotherAuditor.Our opinion on the consolidated financial statements, andourreport onOther Legal andRegulatory Requirements below, isnotmodifiedinrespectoftheabovematterswithrespecttoourrelianceontheworkdoneandthereportsoftheotherauditorsand the financial statements / financial information certifiedbythe Management. Report on Other Legal and Regulatory Requirements14. AsrequiredbySection143(3)oftheAct,wereportthat:

a) Wehavesoughtandobtainedalltheinformationandexplanationswhichtothebestofourknowledgeandbeliefwerenecessaryforthepurposesofourauditoftheaforesaidconsolidatedfinancialstatements.

b) Inouropinion,properbooksofaccountasrequiredbylawhavebeenkeptbytheCompanysofarasitappearsfromourexaminationofthosebooksandthereportsoftheotherauditors.

c) The consolidated Balance Sheet, the Consolidated StatementofProfitandLoss,and theConsolidatedCashflowstatementsdealtwithbythisReportareinagreementwiththebooksofaccount.

d) In our opinion, theaforesaidConsolidated financialstatements complywith theAccountingStandardsspecifiedunderSection133oftheAct,readwithRule7oftheCompanies(Accounts)Rules,2014.

e) Onthebasisofwrittenrepresentationreceivedfromthedirectorsason31stmarch2019takenonrecordbytheBoardofdirectorsoftheHoldingcompanyand

the reportsof thestatutoryauditorsof itsassociatecompanyand jointly controlled companies, noneofthedirectorsisdisqualifiedason31stMarch2019frombeingappointedasadirectorinternsofsection164(2)oftheAct.

f) WithrespecttotheadequacyoftheinternalfinancialcontrolsoverfinancialreportingoftheCompany,andthe operating effectiveness of such controls, referto our separateReport in “AnnexureA”.Our reportexpresses an unmodifiedopinion on the adequacyandoperatingeffectivenessoftheCompany’sinternalfinancialcontrolsoverfinancialreporting.

g) With respect to the other matters to be included in the Auditor’sReportinaccordancewiththerequirementsofsection197(16)oftheAct,asamended:

In our opinion and to the best of our informationand according to the explanations given to us, theremunerationpaidbytheGroupanditsAssociatetoits directors during the year is in accordance with the provisionsofsection197oftheAct.

h) With respect to the other matters to be included in theAuditor’sReport in accordancewithRule 11oftheCompanies (Audit andAuditors)Rules, 2014,as amended, in our opinion and to the best of ourinformationandaccordingtotheexplanationsgivento us:

i. There were no pending litigations which would impact the consolidated financial position ofthe group, its associates and jointly controlled entities.

ii. The Group and its associates and jointly controlled entities did not have any long term contractsincludingderivativecontractsforwhichtherewereanymaterialforeseeablelosses.

iii. Therehasbeennodelayintransferringamounts,required to be transferred, to the InvestorEducationandProtectionFundbytheHoldingCompany and there were no amounts which wererequiredtobetransferredtotheInvestorEducationandProtectionFundbytheSubsidiaryCompanyandAssociateincorporatedinIndia.

15. As required by theCompanies (Auditors’Report)Order,2016 (“theOrder”) issued by theCentralGovernment intermsofSection143(11)oftheAct,wegivein“AnnexureB”astatementonthemattersspecifiedinparagraphs3and4oftheOrder.


FRN NO:001931S


9392



“Annexure - A” to the Independent Auditor’s Report of even date on the Consolidated Ind AS Financial Statements of M/s. IITL Projects Limited

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)1. Wehaveauditedtheinternalfinancialcontrolsoverfinancial

reportingofM/s. IITL Projects Limited (“the Company”) asof31stMarch,2019inconjunctionwithourauditoftheConsolidatedIndASfinancialstatementsoftheCompanyfortheyearendedonthatdate.

Management’s Responsibility for Internal Financial Controls

2. The respectiveBoard ofDirectors of theCompany andits SubsidiaryCompany andAssociateCompanywhichare incorporated in India responsible forestablishingandmaintaininginternalfinancialcontrolsbasedontheinternalcontrolover financial reportingcriteriaestablishedby theCompanyconsideringtheessentialcomponentsofinternalcontrol stated in theGuidanceNote onAudit of InternalFinancialControlsOverFinancialReporting(“theGuidanceNote”) issued by the Institute ofCharteredAccountantsof India. These responsibilities include the design,implementation andmaintenance of adequate internalfinancialcontrolsthatwereoperatingeffectivelyforensuringtheorderlyandefficientconductofitsbusiness,includingadherence to company’s policies, the safeguardingof itsassets,thepreventionanddetectionoffraudsanderrors,theaccuracyandcompletenessoftheaccountingrecords,andthetimelypreparationofreliablefinancialinformation,asrequiredundertheCompaniesAct,2013.

Auditors’ Responsibility3. Ourresponsibilityistoexpressanopiniononthecompany’s

internalfinancialcontrolsoverfinancialreportingbasedonour audit. We conducted our audit in accordance with the GuidanceNoteandtheStandardsonAuditing, issuedbyICAIanddeemedtobeprescribedundersection143(10)oftheCompaniesAct,2013,totheextentapplicabletoanaudit of internal financial controls, both applicable to anauditofInternalFinancialControlsand,bothissuedbytheInstituteofCharteredAccountantsofIndia.ThoseStandardsandtheGuidanceNoterequirethatwecomplywithethicalrequirements and plan and perform the audit to obtainreasonable assurance aboutwhether adequate internalfinancialcontrolsoverfinancial reportingwasestablishedandmaintainedandifsuchcontrolsoperatedeffectivelyinall material respects.

4. Our audit involvesperformingprocedures to obtainauditevidence about the adequacy of the internal financialcontrolssystemoverfinancialreportingandtheiroperatingeffectiveness.

5. Ourauditofinternalfinancialcontrolsoverfinancialreportingincluded obtaining an understanding of internal financialcontrolsoverfinancialreporting,assessingtheriskthatamaterialweaknessexists,and testingandevaluating thedesignandoperatingeffectivenessofinternalcontrolbasedontheassessedrisk.Theproceduresselecteddependon

theauditor’s judgement, including theassessmentof therisksofmaterialmisstatementoftheConsolidatedIndASfinancialstatements,whetherduetofraudorerror.

6. We believe that the audit evidence we have obtained is sufficientandappropriate toprovideabasis forourauditopinionontheCompanyinternalfinancialcontrolssystemoverfinancialreporting.

Meaning of Internal Financial Controls Over Financial Reporting7. ACompany’sinternalfinancialcontroloverfinancialreporting

is a process designed to provide reasonable assurance regarding the reliability of financial reporting and thepreparationoffinancialstatementsforexternalpurposesinaccordance with generally accepted accounting principles. ACompany’sinternalfinancialcontroloverfinancialreportingincludes those policies and procedures that (1) pertain to the maintenanceofrecordsthat,inreasonabledetail,accuratelyand fairly reflect the transactions anddispositions of theassetsofthecompany;(2)providereasonableassurancethat transactions are recorded as necessary to permit preparation of financial statements in accordancewithgenerally accepted accounting principles, and that receipts andexpendituresoftheCompanyarebeingmadeonlyinaccordancewithauthorisationsofmanagementanddirectorsof theCompany; and (3) provide reasonable assuranceregarding prevention or timely detection of unauthorisedacquisition,use,ordispositionoftheCompanyassetsthatcouldhaveamaterialeffectonthefinancialstatements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting8. Because of the inherent limitations of internal financial

controls over financial reporting, including the possibilityofcollusionorimpropermanagementoverrideofcontrols,materialmisstatementsduetoerrororfraudmayoccurandnotbedetected.Also,projectionsofanyevaluationoftheinternalfinancialcontrolsoverfinancialreportingtofutureperiods are subject to the risk that the internal financialcontrol over financial reportingmay become inadequatebecauseof changes in conditions, or that the degreeofcompliance with the policies or procedures may deteriorate.

Opinion9. In our opinion, the Company has, in all material respects, an

adequateinternalfinancialcontrolsoverfinancialreportingandsuchinternalfinancialcontrolsoverfinancialreportingwereoperatingeffectivelyasat31stMarch,2019,basedon the internal control over financial reporting criteriaestablished by the Company considering the essential componentsofinternalcontrolstatedintheGuidanceNoteissuedbytheInstituteofCharteredAccountantsofIndia.


FRN NO:001931S


9594



CONSOLIDATED BALANCE SHEET AS AT MARCH 31, 2019

Particularss Note No.

As atMarch 31, 2019

As atMarch 31, 2018

ASSETSNon-current assetsProperty,plantandequipment 3 46,885 60,751Otherintangibleassets 4 4,015 4,015Financialassetsi) Investments 5(a)

a. Investments in associates 1,343,829 1,046,016 b. Investments in jointly controlled entity 265,562,225 312,546,685

ii)Otherfinancialassets 5(c) 95,082 1,577,754Noncurrenttaxassets 6 3,342,401 1,213,876 Deferredtaxassets(net) 7 602,417 582,352Othernon-currentassets 8 - 4,493,892

Total non-current assets 270,996,854 321,525,341 Current assets

Inventories 9 39,200,661 37,816,244 Financialassetsi) Trade receivables 5(b) 8,051,727 13,435,776ii) Cashandcashequivalents 5(d) 6,422,993 3,893,775iii)Bankbalancesotherthan(ii)above 5(e) 3,200,000 -iv)Otherfinancialassets 5(c) 13,849 9,954Currenttaxassets(net) 6 638,629 2,128,525Othercurrentassets 8 317,388 896,251

Total current assets 57,845,247 58,180,525

Total assets 328,842,101 379,705,866 EQUITY AND LIABILITIES

EQUITYEquitysharecapital 10(a) 50,079,000 50,079,000Otherequity 10(b) (338,955,496) (154,127,555)

Total equity (288,876,496) (104,048,555)LIABILITIES

Non-current liabilitiesFinancialliabilitiesi) Otherfinancialliabilities 11(b) 409,388,481 372,917,181 Provisions 13 1,263,030 1,207,234 Othernon-currentliabilities 3,000,000 1,500,000

Total non-current liabilities 413,651,511 375,624,415 Current liabilitiesFinancialliabilitiesi) Trade Payables 11(a)Totaloutstandingduesofmicroenterprisesandsmallenterprises 4,468 -Totaloutstandingduesofcreditorsotherthanmicroenterprisesandsmallenterprises 4,935,746 4,499,153ii)Otherfinancialliabilities 11(b) 196,881,909 102,240,788 Othercurrentliabilities 12 1,456,223 643,588Provisions 13 788,740 746,477

Total current liabilities 204,067,086 108,130,006 Total liabilities 617,718,597 483,754,421

Total equity and liabilities 328,842,101 379,705,866 The above balance sheet should be read in conjunction with the accompanying notes.

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9594



CONSOLIDATED STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED MARCH 31, 2019

Particularss Note No.



Revenue

Revenuefromoperations 14 5,827,608 19,038,950

Otherincome 15 1,502,467 19,156,597

Total revenue 7,330,075 38,195,547

Expenses

CostofSales 16 1,923,421 12,128,539

Employeebenefitexpense 17 5,310,697 6,232,611

Financecosts 18 36,471,300 33,224,317

Depreciationandamortizationexpense 19 11,463 27,043

Impairment loss 30,640,850 -

Otherexpenses 20 5,115,703 7,340,846

Total expenses 79,473,434 58,953,356

Profit/(Loss) before exceptional items and tax (72,143,359) (20,757,809)

Shareofnetprofit/(loss)ofjointventuresandassociatesaccountedforusingequitymethod (82,736,588) (37,574,564)

Profit/(Loss) before exceptional items and tax (154,879,947) (58,332,373)

Exceptionalitems

Lossononetimesettlementofborrowing 24 - 59,971,543

Profit/(Loss) before tax (154,879,947) (118,303,916)

Incometaxexpense 21

-Currenttax - -

-Earlieryear - (215,102)

-Deferredtax (38,826) (67,238)

Total tax expense (38,826) (282,340)

Profit/(Loss) after tax (154,841,121) (118,021,576)Other comprehensive income (OCI)ItemsthatwillnotbereclassifiedtoprofitorlossRemeasurementofdefinedbenefitliability/asset (72,156) (81,274)Taxonremeasurementofdefinedbenefit 18,761 20,928

Other comprehensive income, net of tax (53,395) (60,346)Total comprehensive income for the year (154,787,726) (117,961,230)

Earnings per equity share (EPS) of ` 10 each

BasicandDiluted (31.02) (23.65)

Theabovestatementofprofitandlossshouldbereadinconjunctionwiththeaccompanyingnotes.

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9796



CONSOLIDATED STATEMENT OF CHANGES IN EQUITY(A) Share capital

(`)

Particularss As at March 31, 2019 As at March 31, 2018





Opening balance 50,079,000 170,000 50,079,000 170,000

Changesinequitysharecapital - - - -

Closing balance 50,079,000 170,000 50,079,000 170,000

(B) Other equity

Reserve and Surplus (`)

Particularss As at March 31, 2019 As at March 31, 2018

Securities Premium

Retained earnings

Total Securities Premium

Retained earnings

Total

Openingbalance 280,000,000 (464,167,770) (184,167,770) 280,000,000 (316,166,325) (36,166,325)

Transaction during the yearLossfortheyear - (154,841,121) (154,841,121) - (118,021,576) (118,021,576)Remeasurementofthenetdefinedbenefitliability/asset(netoftaxeffect)

- 53,395 53,395 - 60,346 60,346

Closing balance 280,000,000 (618,955,496) (338,955,496) 280,000,000 (434,127,555) (154,127,555)

*RetainedearningasatApril1,2018includesnetnegative`30,040,215/-onaccountofimpactofIndAS115ofjointlycontrolledentities.

Theabovestatementofchangeinequityshouldbereadinconjunctionwiththeaccompanyingnotes.









9796



CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED MARCH 31, 2019

Particularss Year ended March 31, 2019


A. Cash Flow from operating activitiesProfit/(Loss) Before Tax (154,879,947) (118,303,916)Adjustmentsfor Depreciation-PPE 11,463 27,043 Fixedassetswriteoff - 25,434 Preferenceshareincome (451,600) (6,265,246) Lossinonetimesettlement - 59,971,543 Interest income (386,285) (298,741) Liabilitiesw/back (664,582) (10,790,841) Financecost 36,471,300 33,222,172 Employeeretirementexpenses 169,000 383,085 Shareofprofit/lossfromassociates/jointventure 82,736,588 37,574,564 Revenuefromconsultancyservices 3,000,000 3,000,000 Impairment loss 30,640,850 -Operating profit/(loss) before working capital changes (3,353,213) (1,454,903)Changesinworkingcapital Inventories (1,384,417) 12,128,539 Trade receivables 7,242,420 13,410,547 Financialandotherassets 6,543,270 (1,450,556) Bankbalanceotherthancash&cashequivalents (3,200,000) 1,064,506 Trade payable 1,105,646 (4,055,083) Provisions 1,215 (113,319) Otherfinancialliabilities 3,341 4,138 Otherliabilities 812,635 (17,868,880)Cash generated/(used in) from operations 7,770,897 1,664,989 Directtaxpaid/(refund) (638,629) (2,048,267)Net Cash inflow/(outflow) from operating activities 7,132,268 (383,278)

B. Cash flow from Investing activitiesSaleoffixedassets 2,403 -Capitalcontributiontopartnershipfirm (5,000,000) -Interest received 394,547 256,594Net Cash inflow/(outflow) from investment activities (4,603,050) 256,594

Net increase/(decrease) in cash and cash equivalents 2,529,218 (126,684)Cashandcashequivalentsatthebeginningoftheyear 3,893,775 4,020,459Cash and cash equivalents at the end of the year 6,422,993 3,893,775

Notes:1.Theabovestatementofcashflowsshouldbereadinconjunctionwiththeaccompanyingnotes.2.Cashandcashequivalentsrepresentscashinhandandcashwithscheduledbankincludingtermdeposits.3.CashfromoperatingactivitieshasbeenpreparedfollowingtheIndirectMethod.4.Previousyearfigureshavebeenregroupedwherevernecessary.

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9998



Note 1 : IITL Projects Limited Overview

IITLProjectsLimited(referredas“theCompany”)isengagedinrealestatebusiness,constructionofresidentialcomplexesintheNationalCapitalRegion.Apartfromconstructingitsownproject,theCompanyisundertakingdevelopmentofrealestateprojectsthroughSpecialPurposeVehicles(SPV).Thecompanyholdsaround47.5%to50%ofthecapitalineachoftheSPV.AtotaloffourSPVareengagedinconstructionoftheresidentialcomplexes.AsofMarch31,2019,IndustrialInvestmentTrustLimited(ParentCompany)owned71.74%oftheCompany’sequitysharecapitalandhastheabilitytocontrolitsoperatingandfinancialpolicies.TheCompany’sregisteredofficeisinMumbai.

NOTE - 2 : Significant Accounting Policies and Key Accounting Estimates and Judgements

A Significant Accounting Policies

2.1 Statement of compliance

ThesefinancialstatementshavebeenpreparedinaccordancewithIndianAccountingStandards(IndAS)notifiedunderSection133oftheCompaniesAct,2013(theAct),readwiththeCompanies(IndianAccountingStandards)Rules,2015andotherrelevantprovisionsoftheAct.

Effective April 1, 2017, the Company has adopted all the applicable Ind AS Standards and the adoption was carried outinaccordancewith IndAS101,FirstTimeAdoptionof IndianAccountingStandards,withApril1,2016as the transitiondate. ThetransitionwascarriedoutfromIndianAccountingPrinciplesGenerallyAcceptedinIndia(IGAAP),asprescribedunderSection133oftheAct,readwithRule7oftheCompanies(Accounts)Rules,2014(IGAAP),whichwasthepreviousGAAP.

AccountingPolicieshavebeenconsistentlyappliedexceptwhereanewly-issuedAccountingStandardis initiallyadoptedorarevisiontoanexistingAccountingStandardrequiresachangeintheAccountingPolicyhithertoadopted.

2.2 Basis of preparation and compliance

Thefinancialstatementsarepreparedinaccordancewiththehistoricalcostconventionexceptforcertainitemsthat are measured atfairvaluesattheendofeachreportingperiod,asexplainedintheAccountingPoliciessetoutbelow.Thefinancialstatementsarepreparedona‘goingconcern’basisusingaccrualconceptexceptforthecashflowinformation.

Historicalcostisgenerallybasedonfairvalueoftheconsiderationgiveninexchangeforgoodsandservices.

Fairvalueisthepricethatwouldbereceivedtosellanassetorpaidtotransferaliabilityinanorderlytransactionbetweenmarketparticipantsatthemeasurementdate,regardlessofwhetherthatpriceisdirectlyobservableorestimatedusinganothervaluationtechnique.Inestimatingthefairvalueofanassetoraliability,theCompanytakesintoaccountthecharacteristicsoftheassetorliabilitythatthemarketparticipantswouldtakeintoaccountwhenpricingtheassetorliabilityatthemeasurementdate,assumingthemarket participants act in their economic best interest. Fair value formeasurement and/or disclosure purposes in thesefinancialstatementsisdeterminedonsuchabasisandmeasurementsthathavesomesimilaritiestofairvaluebutarenotfairvalue,suchasnetrealisablevalueinIndAS-2-InventoriesorvalueinuseinIndAS36-ImpairmentofAssets.

Inaddition,forfinancialreportingpurposes,fairvaluemeasurementsarecategorisedintoLevel1,2or3basedonthedegreetowhichtheinputstothefairvaluemeasurementsareobservableandthesignificanceoftheinputstothefairvaluemeasurementin its entirety, as described hereunder:

Level1-Quotedprices(unadjusted)inactivemarketsforidenticalassetsorliabilitiesthattheentitycanaccessatthemeasurementdate.

Level2-OtherthanquotedpricesincludedwithinLevel1,thatareobservablefortheassetorliability,eitherdirectlyorindirectly;and

Level3-Unobservableinputsfortheassetorliability.

TransactionsandbalanceswithvaluesbelowtheroundingoffnormadoptedbytheCompanyhavebeenreflectedas‘--’inthesefinancialstatements.

2.3 Basis of Consolidation

a) ThefollowingentitieshavebeenconsolidatedasperIndAS28on“InvestmentinAssociatesandJointVentures”asspecifiedunderSection133oftheAct.

NOTES FORMING PART OF CONSOLIDATED FINANCIAL STATEMENTS

9998



2.3 Basis of Consolidation (contd.) Joint Ventures

Name of Jointly Controlled EntityAs at

March 31, 2019 holding (%)


holding (%)(i)CapitalInfraprojectsPrivateLimited(CIPL) 50 50(ii)IITLNimbusTheHydeParkNoida(INHP)-PartnershipFirm 50 50(iii)IITLNimbusTheExpressParkView(INEPV)-PartnershipFirm 50* 47.5(iv)IITLNimbusThePalmVillage(INPV)-PartnershipFirm 50** 47.5

*Changeinpartnershipw.e.f.01.10.2018 **Changeinpartnershipw.e.f.01.01.2019

Associate :

Name of Associate CompanyAs at

March 31, 2019 holding (%)


holding (%)GoldenPalmFacilityManagementPrivateLimited(GPFMPL) 50 50

b) Principles of consolidation Jointly Ventures : Interestinjointventuresareaccountedforusingtheequitymethod(see(c)below),afterinitiallybeingrecognisedatcost

in the consolidated balance sheet. Associates: Associatesareallentitiesoverwhichthegrouphassignificantinfluencebutnotcontrolorjointcontrol.Investmentinassociates

areaccountedforusingtheequitymethodofaccounting(see(c)below),afterinitiallybeingrecognisedatcost.c) Equity method Undertheequitymethodofaccounting,theinvestmentsareinitiallyrecognisedatcostandadjustedthereaftertorecognise

thegroup’sshareofthepost-acquisitionprofitsorlossesoftheinvesteeinprofitandloss,andthegroup’sshareofothercomprehensiveincomeoftheinvesteeinothercomprehensiveincome.Dividendsreceivedorreceivablefromassociatesandjointventuresarerecognisedasareductionincarryingamountoftheinvestment.

Whenthegroup’sshareoflossesinanequity-accountedinvestmentequalorexceedsitsinterestintheentity,includedanyotherunsecuredlong-termreceivable,thegroupdoesnotrecognisefurtherlosses,unlessithasincurredobligationormadepaymentsonbehalfoftheotherentity.

Unrealisedgainsontransactionsbetweenthegroupanditsassociatesandjointventuresareeliminatedtotheextentofthegroup’s interest intheseentities.Unrealisedlossesarealsoeliminatedunlessthetransactionprovidesevidenceofan impairmentof theassets transferred.Accountingpoliciesofequityaccounted investeeshavebeenchangedwherenecessarytoensureconsistencywiththepoliciesofadoptedbythegroup.

Thecarryingamountofequityaccountedinvestmentsaretestedforimpairmentinaccordancewiththepolicydescribedinnote 2(21) below.

2.4 Current / Non-Current classification Anassetorliabilityisclassifiedascurrentifitsatisfiesanyofthefollowingconditions: (i) theasset/liabilityisexpectedtoberealised/settledintheCompany’snormaloperatingcycle;(ii) theassetisintendedforsaleorconsumption (iii) theasset/liabilityisheldprimarilyforthepurposeoftrading; (iv)theasset/liabilityisexpectedtoberealised/settledwithintwelvemonthsafterthereportingperiod;(v) theassetiscashorcashequivalent,unlessitisrestrictedfrombeingexchangedorusedtosettlealiabilityforatleasttwelve

monthsafterthereportingperiod; (vi)inthecaseofaliability,theCompanydoesnothaveanunconditionalrighttodefersettlementoftheliabilityforatleasttwelve

monthsafterthereportingperiod.

NOTES FORMING PART OF CONSOLIDATED FINANCIAL STATEMENTS (Contd.)

101100



2.4 Current / Non-Current classification (contd.) AllotherassetsandliabilitiesareclassifiedasNon-Current. ForthepurposeofCurrent/Non-Currentclassification,theCompanyhasreckoneditsnormaloperatingcycleastwelvemonths

basedonthenatureofproductsandthetimebetweentheacquisitionofassetsorinventoriesforprocessingandtheirrealisationincashandcashequivalents.

DeferredTaxAssetsandLiabilitiesareclassifiedasNon-Current. Advancesgiventowardsacquisitionoffixedassets,outstandingateachBalanceSheetdate,aredisclosedasOtherNon-Current

Assets. 2.5 Recent Accounting Pronouncements

Ind AS 116 - Leases OnMarch30,2019,MinistryofCorporateAffairshasnotifiedIndAS116,Leases.IndAS116willreplacetheexistingIndAS17

Leases,and related Interpretations.TheStandardsetsout theprinciples for the recognition,measurement,presentationanddisclosureofleasesforbothpartiestoacontracti.e.,thelesseeandthelessor.IndAS116introducesasinglelesseeaccountingmodelandrequiresalesseetorecogniseassetsandliabilitiesforallleaseswithatermofmorethantwelvemonths,unlesstheunderlyingassetisoflowvalue.Currently,operatingleaseexpensesarechargedtothestatementofProfitandLoss.

TheStandard isapplicable for theaccountingperiodscommencingonorafterApril1,2019.Accordingly, thisStandard isnotapplicableforpreparationofthefinancialstatementsfortheyearendedMarch31,2019.However,applicationofthisStandardfromApril1,2019doesnothaveanyimpactfortheCompany.

Ind AS 12 - Uncertainty over Income Tax Treatments OnMarch30,2019,MinistryofCorporateAffairshasnotifiedIndAS12AppendixC,UncertaintyoverIncomeTaxTreatments

whichistobeappliedwhileperformingthedeterminationoftaxableprofit(loss),taxbases,unusedtaxlosses,unusedtaxcreditsandtaxrates,whenthereisuncertaintyoverincometaxtreatmentsunderIndAS12.

AccordingtotheAppendix,Companiesneedtodeterminetheprobabilityoftherelevanttaxauthorityacceptingeachtaxtreatment,orgroupoftaxtreatments,thatthecompanieshaveusedorplantouseintheir incometaxfilingwhichhastobeconsideredtocomputethemostlikelyamountortheexpectedvalueofthetaxtreatmentwhendeterminingtaxableprofit(loss),taxbases,unusedtaxlosses,unusedtaxcreditsandtaxrates.

TheStandardpermitstwopossiblemethodsoftransition- i) Fullretrospectiveapproach-Underthisapproach,AppendixCwillbeappliedretrospectivelytoeachpriorreportingperiod

presentedinaccordancewithIndAS8-AccountingPolicies,ChangesinAccountingEstimatesandErrors,withoutusinghindsight and

ii) Retrospectivelywithcumulativeeffectof initiallyapplyingAppendixCrecognisedbyadjustingequityon initialapplication,without adjusting comparatives.

TheeffectivedateforadoptionofIndAS12AppendixCisannualperiodsbeginningonorafterApril1,2019.TheCompanywilladopttheStandardonApril1,2019andhasdecidedtoadjustthecumulativeeffectinequityonthedateofinitialapplicationi.e.April1,2019withoutadjustingcomparatives.

However,applicationofthisStandardfromApril1,2019doesnothaveanysignificantimpactfortheCompany. 2.6 Functional and Presentation Currency

ThefinancialstatementsarepreparedinIndianRupees,whichistheCompany’sfunctionalcurrency. 2.7 Revenue

(a) TheFirmhasaligneditspolicyofrevenuerecognitionwithIndAS115“RevenuefromContractswithcustomers”whichiseffectivefromApril1,2018.AccordinglyrevenueinrealtybusinessisrecognisedoncompletionofperformanceobligationasagainstrecognitionbasedonpercentageofcompletionmethodhithertoinaccordancewiththeguidancenoteissuedbyICAIwhichhassincebeenwithdrawnforentitiespreparingfinancialsasperIndianAccountingStandards(IndAS).

(b) Interest Income InterestincomefromafinancialassetisrecognizedwhenitisprobablethattheeconomicbenefitswillflowtotheCompany

andtheamountofincomecanbemeasuredreliably.Interestincomeisaccruedonatimebasis,byreferencetotheprincipaloutstandingandattheeffectiveinterestrateapplicable,whichistheratethatexactlydiscountsestimatedfuturecashreceiptsthroughtheexpectedlifeofthefinancialassettothatasset’snetcarryingamountoninitialrecognition.

(c) Other Income Otherincomeisrecognizedonanaccrualbasisonlywhenthereiscertaintyofcollection.


101100



2.8 Inventories Stockofunitsincompletedprojectandconstructionwork-in-progressarevaluedatlowerofcostandnetrealisablevalue.Costis

aggregateoflandcost,premiumfordevelopmentrights,materials,contractworks,directexpenses,provisionsandapportionedborrowingcostsandisnetofmaterialscrapreceipts,andincaseofconstructionwork-in-progressisafterascertainingthecostofsales which is determined based on the total area sold as at the Balance Sheet date.

2.9 Property, Plant and Equipment Itemsofproperty,plantandequipmentstatedathistoricalcostlessaccumulateddepreciation.Historicalcostincludesexpenditure

thatisdirectlyattributabletotheacquisitionoftheitems. Subsequentcostsareincludedintheasset’scarryingamountorrecognisedasaseparateasset,asappropriate,onlywhenitis

probablethatfutureeconomicbenefitsassociatedwiththeitemwillflowtotheCompanyandthecostoftheitemcanbemeasuredreliably.Thecarryingamountofanycomponentaccounted forasaseparateasset isderecognizedwhen replaced.Allotherrepairsandmaintenancearechargedtoprofitorlossduringthereportingperiodinwhichtheyareincurred.

Depreciation and Amortisation methods, estimated useful lives and residual value. DepreciationonProperty,PlantandEquipmenthasbeenprovidedonthewrittendownvaluemethodat theratesdetermined

basedontheusefullifeprescribedinScheduleIItothe2013Act. DepreciationonadditionstoProperty,PlantandEquipmentisprovidedforthefullyearirrespectiveofthedateofaddition.No

depreciationisprovidedintheyearofdeletionsofProperty,PlantandEquipment. Intangibleassetsareamortisedovertheirestimatedusefullifeasfollows: Computer:2-5Years Theestimatedusefullifeoftheintangibleassetsandtheamortisationperiodarereviewedattheendofeachfinancialyearand

theamortisationmethodisrevisedtoreflectthechangedpattern.2.10 Investment Properties Propertythatisheldforlong-termrentalyieldsorforcapitalappreciationorboth,andthatisnotoccupiedbytheCompany,is

classifiedas investmentproperty. Investmentproperty ismeasured initiallyat itscost, including related transactioncostsandwhereapplicableborrowingcosts.Subsequentexpenditureiscapitalizedtotheasset’scarryingamountonlywhenitisprobablethatfutureeconomicbenefitsassociatedwiththeexpenditurewillflowtothegroupandthecostoftheitemcanbemeasuredreliably.Allotherrepairsandmaintenancecostsareexpensedwhenincurred.Whenpartofaninvestmentpropertyisreplaced,thecarryingamountofthereplacedpartisderecognized.

InvestmentpropertiestobedepreciatedinaccordancetotheclassofassetthatitbelongsandthelifeoftheassetshallbeasconceivedforthesameclassofassetattheCompany.

2.11 Intangible Assets Intangibleassetsarerecognized,whenitisprobablethattheexpectedfutureeconomicbenefitsthatareattributabletotheasset

willflowtotheCompanyandthecostoftheassetcanbemeasuredreliably.Anintangibleassetshallbemeasuredinitiallyatcost.Intangibleassetsaresubsequentlymeasuredatcost lessaccumulatedamortizationandanyaccumulated impairment losses.Intangibledoesnotincludeanysoftwarewhichisintegralpartoftherelatedhardware.

TheCompanyshouldassesswhethertheusefullifeofanintangibleassetisfiniteorinfinite.Ausefullifeisinfinite,whenbasedonallrelevantfactoranalysis,thereisnoforeseeablelimittotheperiodoverwhichtheassetisexpectedtogeneratenetcashinflows.Anintangibleassetwithafiniteusefullifeisamortisedandthosewithaninfiniteusefullifearenotamortised.

Theamortisationperiodandtheamortisationmethodforintangibleassetsarereviewedatfinancialyearend.2.12 Provisions, Contingent Liabilities and Contingent Assets Provisionismadewhenthereisapresentobligationasaresultofpasteventsandit isprobablethatanoutflowofresources

embodying economic benefits will be required to settle the obligation and there should be made a reliable estimate of anobligation.

ContingentLiabilitiesaredisclosed ifapresentobligationarising fromapasteventwhen it isnotprobable thatanoutflowofresourcesembodyingeconomicbenefitswillberequiredtosettletheobligation.Contingentliabilitiesarenotrecognizedbutaredisclosedinthenotes.Ifthepossibilityofanoutflowofresourcesisremote,disclosureisnotrequired.

Acontingentassetisapossibleassetthatarisesfrompasteventsandwhoseexistencewillbeconfirmedonlybytheoccurrenceornon-occurrenceofoneormoreuncertainfutureeventsnotwhollywithinthecontroloftheentity.ContingentAssetsareneitherrecognizednordisclosedintheFinancialStatements.However,whentherealizationofincomeisreasonablycertain,thentherelatedassetisrecognized.Acontingentassetisdisclosed,whenaninflowofeconomicbenefitsisprobable.


103102



2.13 Cash Flow Statement

Cashflowarereportedusingtheindirectmethod,wherebynetprofitsbeforetaxisadjustedfortheeffectoftransactionofnon-cashnatureandanydeferralsoraccrualsofpastorfutureoperatingcashreceiptsorpaymentsanditemofincomeorexpensesassociatedwithinvestingorfinancingcashflows.Thecashflowsfromregularrevenuegenerating,investingandfinancingactivitiesare segregated.

2.14 Borrowing Cost

Borrowingcoststhataredirectlyattributabletotheacquisitionorconstructionofqualifyingassetsarecapitalizedfortheperioduntiltheassetisreadyforitsintendeduse.Aqualifyingassetisanassetthatnecessarilytakessubstantialperiodoftimetogetreadyforitsintendeduse.OtherborrowingcostsarerecognisedandcapitalisedandareincludedinCapitalWIPintheperiodinwhichtheyareincurred.CapitalizationofborrowingcostsissuspendedandchargedtotheStatementofProfitandLossduringextendedperiodswhenactivedevelopmentactivityonthequalifyingassetsisinterrupted.

2.15 Employment Benefits

(a) Short Term Employee Benefits

Liabilitiesforwagesandsalaries,includingnon-monetarybenefitsthatareexpectedtobesettledwhollywithin12monthsafter theendof theperiod inwhich theemployeesrender therelatedserviceare recognised in respectofemployees’serviceuptotheendoftheyearandaremeasuredattheamountsexpectedtobepaidwhentheliabilitiesaresettled. Theliabilitiesarepresentedascurrentemployeebenefitobligationinthebalancesheet.

(b) Post-Employment Benefits

DefinedContributionPlan:

The Company pays provident fund contributions to publicly administered provident funds as per local regulations. TheCompanyhasnofurtherpaymentobligationsoncethecontributionshavebeenpaid.Thecontributionsareaccountedforasdefinedcontributionplansandthecontributionarerecognisedasemployeebenefitexpensewhentheyaredue.Prepaidcontributionsarerecognisedasanassettotheextentthatacashrefundorareductioninthefuturepaymentsisavailable.

Fordefinedbenefitplanintheformofgratuity,thecostofprovidingbenefitsisdeterminedusingtheProjectedUnitCreditmethod,withactuarialvaluationsbeingcarriedoutateachbalancesheetdate.ActuarialgainsandlossesarerecognisedinOtherComprehensiveIncomeintheperiodinwhichtheyoccur.Pastservicecostisrecognisedimmediatelytotheextentthatthebenefitsarealreadyvestedandotherwiseisamortisedonastraight-linebasisovertheaverageperioduntilthebenefitsbecomevested.TheretirementbenefitobligationrecognisedintheBalanceSheetrepresentsthepresentvalueofthedefinedbenefitobligationasadjustedforunrecognisedpastservicecost,asreducedbythefairvalueofplanassets.Anyassetresulting fromthiscalculation is limitedtopastservicecost,plus thepresentvalueofavailablerefundsandreductionsinfuturecontributionstotheplan.

(c) Long Term Employee Benefits

Theliabilitiesforun-availedearnedleavesarenotexpectedtobesettledwhollywithin12monthsaftertheendoftheperiodinwhichtheemployeesrendertherelatedservice.Therefore,thesearemeasuredatthepresentvalueofexpectedfuturepaymentstobemadeinrespectofservicesprovidedbyemployeesuptotheendoftheyearusingtheprojectedunitcreditmethod.Thebenefitsarediscountedusingthemarketyieldsattheendoftheyearthathavetermsapproximatingtothetermsofassumptionsarerecognisedinprofitorloss.

2.16 Taxation

TaxesonincomecompriseofCurrentTaxandDeferredTax.

a. Current Tax

CurrentTaxistheamountofincometaxespayableinrespectoftaxableprofitforaperiod.Taxableprofitdiffersfrom‘profitbefore tax’asreported in theStatementofProfitandLossbecauseof itemsof incomeorexpensethatare taxableordeductibleinotheryears(temporarydifferences)anditemsthatarenevertaxableordeductible(permanentdifferences)undertheIncomeTaxAct,1961

CurrentTaxismeasuredusingtaxratesandtaxlawsenactedduringthereportingperiodtogetherwithanyadjustmenttotaxpayableinrespectofpreviousyears.


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2.16 Taxation (contd.)b. Deferred Tax DeferredTaxisrecognisedontemporarydifferencesbetweenthecarryingamountsofassetsandliabilitiesinthefinancial

statementsandthecorrespondingtaxbasesusedinthecomputationoftaxableprofitunderIncomeTax,1961. DeferredTaxliabilitiesarerecognisedforalltaxabletemporarydifferences.However,incaseoftemporarydifferencesthat

arisefrominitialrecognitionofassetsorliabilitiesinatransactionthataffectneithertheaccountingprofitnorthetaxableprofit,deferredtaxliabilitiesarenotrecognised.

DeferredTaxassetsarerecognisedforalldeductibletemporarydifferencestotheextentitisprobablethatfuturetaxableprofitswillbeavailableagainstwhichthosedeductibletemporarydifferencecanbeutilised.Incaseoftemporarydifferencesthatarisefrominitialrecognitionofassetsorliabilitiesinatransactionthataffectneitherthetaxableprofitnortheaccountingprofit,deferredtaxassetsorliabilitiesarenotrecognised.

ThecarryingamountofDeferredTaxAssetsisreviewedattheendofeachreportingperiodandreducedtotheextentthatitisnolongerprobablethatsufficienttaxableprofitswillbeavailabletoallowthebenefitsofpartofallofsuchdeferredtaxassets to be utilised.

DeferredTaxAssetsandLiabilitiesaremeasuredatthetaxratesthathavebeenenactedbytheBalanceSheetdateandareexpectedtoapplytotaxableincomeintheyearsinwhichthosetemporarydifferencesareexpectedtoberecoveredorsettled.

MATCreditEntitlementareintheformofunusedtaxcreditsandareaccordinglygroupedunderDeferredTaxAssets.c. Current and Deferred Tax for the year CurrentandDeferredTaxarerecognisedintheStatementofProfitandLoss,exceptwhentheyrelatetoitemsthatare

recognised inOtherComprehensive Incomeordirectly inEquity, inwhichcase, thecurrentanddeferred taxarealsorecognisedinOtherComprehensiveIncomeordirectlyinequityrespectively.

2.17 Trade and Other Payables Tradeandotherpayablesareobligationstopayforgoodsorservicesthathavebeenacquiredintheordinarycourseofbusiness

fromsuppliers.Tradepayablesareclassifiedascurrentliabilitiesifpaymentisduewithintwelvemonthsorless.Ifnot,theyarepresentedasnon-currentliabilities.Thesefinancialinstrumentsarerecognizedinitiallyatfairvalueandsubsequentlymeasuredatamortisedcostusingtheeffectiveinterestmethod.

2.18 Trade Receivables Tradereceivablesarerecognizedinitiallyatfairvalueandsubsequentlymeasuredatamortisedcostusingtheeffectiveinterest

method,lessprovisionforimpairment. 2.19 Cash and cash equivalents Forthepurposesofthecashflowstatement,cashandcashequivalentsincludecashinhand,atbanksanddemanddeposits

withbanks,netofoutstandingbankoverdraftsthatarerepayableondemandandareconsideredpartoftheCompany’scashmanagement system. In the statement of financial position, bank overdrafts are presented under borrowings within currentliabilities.

2.20 Impairment of Assets Anasset is impairedwhen its carryingamount exceeds its recoverableamount.Anentity shouldassessat theendof each

reportingperiodwhetherthereexistsanyindication,theentityshouldestimatetherecoverableamountoftheasset.Ifthereisanindicationthatanassetmaybeimpaired,thentheremainingusefullife,theamortisationmethodandtheresidualvalueneedstobereviewedandadjustedevenifnoimpairmentlossisrecognizedfortheasset.

2.21 Investments Longterm(Non-current)investmentsarestatedatthecostofacquisition.However,provisionfordiminutionismadetorecognize

adecline,otherthantemporary,inthevalueoflongterminvestments. Currentinvestmentsarestatedatthelowerofcostorfairmarketvalue. 2.22 Earnings Per Share Basicearningspershareiscomputedbydividingtheprofit/(loss)aftertax(includingtheposttaxeffectofextraordinaryitems,

ifany)bytheweightedaveragenumberofequitysharesoutstandingduringtheyear.Dilutedearningspershareiscomputedbydividingtheprofit/(loss)aftertax(includingtheposttaxeffectofextraordinaryitems,ifany)asadjustedfordividend,interestandotherchargestoexpenseorincome(netofanyattributabletaxes)relatingtothedilutivepotentialequityshares,bytheweightedaveragenumberofequitysharesconsideredforderivingbasicearningspershareandtheweightedaveragenumberofequityshareswhichcouldhavebeenissuedontheconversionofalldilutivepotentialequityshares.


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2.23 Segment Reporting

Operatingsegmentsarereportedinamannerconsistentwiththeinternalreportingprovidedtothechiefoperatingdecisionmaker(CODM)asdefinedbyIndAS-108,“Operatingsegment”.

Company’sincomeandexpensesincludinginterestareconsideredaspartofun-allocableincomeandexpenseswhicharenotidentifiabletoanybusinesssegment.Company’sassetandliabilitiesareconsideredaspartofun-allocableassetsandliabilitieswhicharenotidentifiabletoanybusiness.

2.24 Fair Value Measurement

TheCompanymeasuresfinancialinstrumentatfairvalueateachreportingdate.Fairvalueisthepricethatwouldbereceivedtosellanassetorpaidtotransferaliabilityinanorderlytransactionbetweenmarketparticipantsatthemeasurementdate.Thefairvaluemeasurementisbasedonthepresumptionthatthetransactiontoselltheassetortransferortransferliabilitytakesplaceeither:

(a) Intheprincipalmarketfortheassetorliability,or

(b) Intheabsenceofaprincipalmarket,inthemostadvantageousmarketfortheassetorliability.

ThePrincipalorthemostadvantageousmarketmustbeaccessibletotheCompany.Thefairvalueofanassetoraliabilityismeasuredusing theassumptions thatmarketparticipantswouldusewhenpricing theassetor liability,assuming thatmarketparticipants act in their economic best interest. The company uses valuation techniques that are more appropriate in thecircumstancesandforwhichsufficientdataareavailabletomeasurefairvalue,maximisingtheuseofrelevantobservableinputandminimizingtheuseofunobservableinputs.

2.25 Financial Risk Management Objectives and Policies

TheCompany’sprincipalfinancialliabilitiescomprisetradeandotherpayables.ThemainpurposeofthesefinancialliabilitiesistofinancetheCompany’soperations.TheCompany’sprincipalfinancialassetscomprisetradeandotherreceivables,andcashthatarrivedirectlyfromitsoperations.

TheCompanyisexposedtocommoditypricerisk,creditriskandliquidityrisk.

TheCompany’sseniormanagementoverseesthemanagementoftheserisks.

TheManagementCommitteereviewsandagreespoliciesformanagingeachoftheseriskswhicharesummarizedbelow:

CommodityPriceRisk:

TheCompanyisaffectedbythevolatilityofcertaincommodities.Itsoperatingactivitiesrequiretheongoingpurchaseofstockandthereforerequireacontinuoussupplyofthesame.

CreditRisk:

TheCompanyisexposedtocreditriskfromitsoperatingactivities(primarilyfortradereceivables)andfromitsfinancingactivities,includingdepositswithbanksandfinancialinstitutions.

• TradeReceivables

CustomercreditriskismanagedbytheCompany’sestablishedpolicy,proceduresandcontrolrelatingtocustomercreditriskmanagement.Creditqualityofthecustomerisassessedandindividuallimitsaredefinedinaccordancewiththisassessment.Outstandingcustomerreceivablesareregularlymonitored.

• CashDeposits

Riskfrombalanceswithbanksaremanagedbymaintainingthebalanceswithhighlyreputedcommercialbanksonly.

LiquidityRisk:

TheCompanymonitorsitsrisktoashortageoffundsonaregularbasisthroughcashforecast.

2.26 Use of Estimates The preparation of financial statements in conformity with IndAS requiresManagement tomake judgments, estimates and

assumptionsthataffecttheapplicationoftheaccountingpoliciesandthereportedamountsofassetsandliabilities,thedisclosureofcontingentassetsandliabilitiesatthedateofthefinancialstatements,andthereportedamountsofrevenuesandexpensesduringtheyear.Actualresultscoulddifferfromthoseestimates.


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2.27 Key sources of estimation uncertainty

Theestimatesandunderlyingassumptionsarereviewedonanongoingbasis.Revisionstoaccountingestimatesarerecognisedintheperiodinwhichtheestimateisrevisediftherevisionaffectsonlythatperiod,orintheperiodoftherevisionandfutureperiodsiftherevisionaffectsbothcurrentandfutureperiods.

Keyassumptionconcerningthefuture,andotherkeysourcesofestimationuncertaintyattheendofthereportingperiodthatmayhaveasignificantriskofcausingamaterialadjustmenttothecarryingamountsofassetsandliabilitieswithinthenextfinancialyear is as given below.

a. Fairvaluemeasurementandvaluationprocesses

SomeoftheCompany’sassetsandliabilitiesaremeasuredatfairvalueforfinancialreportingpurposes.Inestimatingthefairvalueofanassetoraliability,theCompanyusesmarket-observabledatatotheextentitisavailable.WhereLevel1inputsarenotavailable,theCompanyengagesthirdpartyqualifiedvaluerstoperformthevaluation.TheManagementworkscloselywiththequalifiedexternalvaluerstoestablishtheappropriatevaluationtechniquesandinputstothemodel.

b. UsefullifeofProperty,PlantandEquipments

TheCompanyreviewstheestimatedusefullivesofProperty,PlantandEquipmentattheendofeachreportingperiod.Duringthecurrentyear,therehasbeennochangeinusefullifeconsideredfortheassets.

c. Actuarialvaluation

ThedeterminationofCompany’sliabilitytowardsdefinedbenefitobligationtoemployeesismadethroughindependentactuarialvaluationincludingdeterminationofamountstoberecognisedintheStateofProfitandLossandinOtherComprehensiveIncome.Suchvaluationdependuponassumptionsdeterminedafter taking intoaccount inflation,seniority,promotionandother relevant factorssuchassupplyanddemand factors in theemploymentmarket. Informationaboutsuchvaluation isprovidedinnotestothefinancialstatements.

d. Claims,ProvisionsandContingentLiabilities

TheCompanyhasongoinglitigationswithvariousregulatoryauthoritiesandthirdparties.WhereanoutflowoffundsisbelievedtobeprobableandareliableestimateoftheoutcomeofthedisputecanbemadebasedonManagement’sassessmentofspecificcircumstancesofeachdisputeandrelevantexternaladvice,Managementprovidesforitsbestestimateoftheliability.Such accruals are by nature complex and can take number of years to resolve and can involve estimation uncertainty.Informationaboutsuchlitigationsisprovidedinnotestothefinancialstatements.


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Note 3: Property, plant and equipment (`)

Particulars Furniture

and fixtures

Vehicles Office

Equipment

Computers Total


AsatApril1,2018 324,550 39,315 83,799 399,950 847,614

Additions - - - - -

Deductionsandadjustments - - 14,499 - 14,499

AsatMarch31,2019 324,550 39,315 69,300 399,950 833,115


AsatApril1,2018 294,260 36,361 76,150 380,092 786,863

Depreciationchargedduringtheyear 8,979 705 1,779 - 11,463

Disposals - - 12,096 - 12,096

AsatMarch31,2019 303,239 37,066 65,833 380,092 786,230



AsatApril1,2017 343,940 39,315 126,848 564,250 1,074,353

Additions - - - - -

Deductionsandadjustments 19,390 - 43,049 164,300 226,739

AsatMarch31,2018 324,550 39,315 83,799 399,950 847,614


AsatApril1,2017 292,986 35,435 103,890 528,814 961,125

Depreciationchargedduringtheyear 12,771 926 5,983 7,363 27,043

Disposals 11,497 - 33,723 156,085 201,305

AsatMarch31,2018 294,260 36,361 76,150 380,092 786,863



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Note 4: Other intangible assets (`)

Particulars Computer Software Total


AsatApril1,2018 80,300 80,300

Additions - -


As at March 31, 2019 80,300 80,300


AsatApril1,2018 76,285 76,285


Disposals - -

As at March 31, 2019 76,285 76,285



AsatApril1,2017 80,300 80,300

Additions - -


As at March 31, 2018 80,300 80,300


AsatApril1,2017 76,285 76,285


Disposals - -

As at March 31, 2018 76,285 76,285

Net carrying amount as of March 31, 2018 4,015 4,015


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Note 5(a) : Investments

Particulars Face Value

As at March 31, 2019 As at March 31, 2018No. of shares

Non-Current (`)

Current (`)

No. of shares

Non-Current (`)

Current (`)

UNQUOTED(A) Investment in associate

Equity shares*GoldenPalmFacilityManagementPrivateLimited

10 50,000 1,343,829 - 50,000 1,046,016 -

Total (a) 1,343,829 - 1,046,016 -(B) Investment in joint venture

i) Equity shares*CapitalInfraprojectsPvt.Ltd. 10 500,000 - - 500,000 - -ii) Zero % Non Convertible Redeemable Preference shares of ` 10 each fully paid-upCapitalInfraprojectsPvt.Ltd. 10 400,880 5,403,350 - 400,880 4,951,750 -Less:provisionforimpairment (5,403,350) - - -iii) Partner’s capitalIITLNimbusTheHydeParkCapital account 45,000,000 - 45,000,000 -Current account 562,225 - 22,357,435 -IITLNimbusTheExpressParkViewCapital account 25,237,500 - 20,237,500 -Less:provisionforimpairment (25,237,500) -

IITLNimbusThePalmVillageCapital account 220,000,000 - 220,000,000 -

Total (b) 265,562,225 - 312,546,685 -

Total (A+B) 266,906,054 - 313,592,701 -

*InvestmentsaccountedforusingtheEquityMethod

Details of investments in jointly controlled entities - partnership firms :

Name of the partnership firms

Name of partners As at March 31, 2019 As at March 31, 2018Capital

(`) Share Capital

(`) Share

IITLNimbus,TheHydePark IITLProjectsLimited 45,000,000 50.00% 45,000,000 50.00%NimbusProjectsLimited 45,000,000 50.00% 45,000,000 50.00%

Total 90,000,000 100.00% 90,000,000 100.00%IITLNimbus,TheExpressParkView


Total 161,737,500 100.00% 121,762,500 100.00%IITLNimbus,ThePalmVillage IITLProjectsLimited 220,000,000 50.00% 220,000,000 47.50%

NimbusProjectsLimited 225,000,000 50.00% 225,000,000 47.50%AssotechLimited - 0.00% 25,000 5.00%

Total 445,000,000 100.00% 445,025,000 100.00%

Inrespectofeachoftheabovefirms,whichareengagedindevelopingrealestateprojects,theCompanyhasintermsoftherespectivepartnershipdeedsagreedtocontributefurthercapitalasandwhenneededfortherealestateprojects.


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Note 5(b) : Trade Receivable (`)


Non-Current Current Non-Current Current Consideredgood-secured - - - -Consideredgood-unsecured* - 8,051,727 - 13,435,776SignificantincreaseinCreditRisk - - - -Credit impaired - - - -

Total - 8,051,727 - 13,435,776

*Includes ` 1,350,000/-(P.Y.` 1,956,180/-)receivablefromjointcontrolledpartnershipfirms.

Note 5(c) : Other Financial Assets (`)


Bankdepositwithmorethan12monthmaturity 88,543 - 1,559,058 -Interestaccruedbutnotdueonbankdeposit 6,539 13,849 18,696 9,954

Total 95,082 13,849 1,577,754 9,954

Note 5(d) : Cash and Bank Balance (`)

Particulars As at March 31, 2019 As at March 31, 2018Balanceswithbanks:

-Incurrentaccounts 3,992,859 919,558-Depositswithoriginalmaturityof3monthsofless 2,419,419 2,960,080 Cash on hand 10,715 14,137

Total 6,422,993 3,893,775

Note 5(e) : Bank Balance other than Cash and Bank (`)

Particulars As at March 31, 2019 As at March 31, 2018Depositwithoriginalmaturityofmorethan3monthsbutlessthan12 months

3,200,000 -

Total 3,200,000 -

Note 6 : Tax Assets (`)


Non-Current Current Non-Current Current Advancepaymentofincometax(netofprovisions) 3,342,401 638,629 1,213,876 2,128,525

Total 3,342,401 638,629 1,213,876 2,128,525

Note 7 : Deferred tax liabilities and assets a) Deferred tax liabilities and assets (`)

Particulars As at March 31, 2019 As at March 31, 2018AssetsProperty,plantandequipment 68,957 79,273 Employeebenefit 533,460 503,079

602,417 582,352

Total 602,417 582,352


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Note 7 : Deferred tax liabilities and assets (contd.)b) Movement in deferred tax liabilities/assets (`)

Particulars Property, plant and equipment

Employee benefit Total

As at March 31, 2018 79,273 503,079 582,352 (Charged)/credited:-toprofitorlossstatement (10,316) 49,142 38,826 -toothercomprehensiveincome - (18,761) (18,761)

(10,316) 30,381 20,065As at March 31, 2019 68,957 533,460 602,417 As at March 31, 2017 81,499 454,545 536,044 (Charged)/credited:-toprofitorlossstatement (2,226) 69,462 67,236 -toothercomprehensiveincome - (20,928) (20,928)

(2,226) 48,534 46,308 As at March 31, 2018 79,273 503,079 582,352

Note 8 : Other Assets (`)


RecoverablefromGNIDA* - - 4,493,892 -Balance with government authorities - 179,514 - 653,349Advancesforsupplyofgoodsandservices - 22,966 - 139,780 Advancestorelatedparties - - - -Prepaidexpenses - 114,908 - 103,122

Total - 317,388 4,493,892 896,251

*ThisrepresentstaxdeductedatsourceoninterestpaidonlandpremiuminstallmentspayabletoGNIDA.AsperGNIDAtaxisnotdeductible on interest paid to them, however, the Company has deducted and paid the tax amount to the income tax authorities. Atthetimeofobtainingoccupancycertificate,theCompanyhadtopaytoGNIDA,theamountequivalenttotheTDSdeducted,asitwasconstruedasshortpayment.TheCompanyisindiscussionwithGNIDA,pendingresolutiontheamounthasbeenshownasrecoverablefromGNIDA.

Note 9 : Inventories (`)


Completed projects 39,200,661 37,816,244

Total 39,200,661 37,816,244

Note 10(a) : Equity share capital


No. of shares Amount (`) No. of shares Amount (`) (i) Authorized Share Capital

Equitysharesof`10/-each 10,000,000 100,000,000 10,000,000 100,000,000 12%NonConvertibleCumulativeRedeemablePreferenceSharesof` 10/-each

8,000,000 80,000,000 8,000,000 80,000,000


7,000,000 70,000,000 7,000,000 70,000,000


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No. of shares Amount (`) No. of shares Amount (`) (ii) Issued Share Capital

Equitysharesof`10/-each 5,050,100 50,501,000 5,050,100 50,501,000


7,000,000 70,000,000 7,000,000 70,000,000

(iii) Subscribed & Fully Paid Up Share CapitalEquityShareCapital

Equitysharesof` 10/-each 4,990,900 49,909,000 4,990,900 49,909,000

Add:Forfeited 59,200 170,000 59,200 170,000

Equitysharesof` 10/-each 50,079,000 50,079,000

PreferenceShareCapital


7,000,000 7,000,000

(iv) Reconciliation of the Equity shares outstanding at the beginning and at the end of the year

Particulars Equity Shares Forfeited Equity Shares

No. of shares

Amount (`)

No. of shares

Amount (`)




Shares outstanding As at March 31, 2019 4,990,900 49,909,000 59,200 170,000 SharesoutstandingasatApril1,2017 4,990,900 49,909,000 59,200 170,000



Shares outstanding as at March, 31 2018 4,990,900 49,909,000 59,200 170,000

(v) Rights, preferences and restrictions attached to Equity shares

TheCompanyhasonlyoneclassofequityshareshavingaparvalueof̀ 10pershare.Eachshareholderiseligibleforonevotepershareheld.ThedividendproposedbytheBoardofDirectorsissubjecttotheapprovaloftheshareholdersinensuingAnnualGeneralMeetingexceptincaseofinterimdividend.IntheeventofliquidationoftheCompany,theshareholderswillbeeligibletoreceiveremainingassetsoftheCompany,afterpaymentofallclaims/liabilities.

(vi) Shares of the company held by holding/ultimate holding company


EquityShares 3,580,347 3,580,347


7,000,000 7,000,000


Note 10(a) : Equity share capital (contd.)

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Note 10(a) : Equity share capital (contd.)

(vii) Details of shareholders holding more than 5% shares in the company


No. of shares % holding No. of shares % holding

Equity Shares

IndustrialInvestmentTrustLimited(holdingcompany) 3,580,347 71.74% 3,580,347 71.74%

Zero% Non Convertible Redeemable Preference Shares of ` 10/- each

IndustrialInvestmentTrustLimited(holdingcompany) 7,000,000 100% 7,000,000 100%

Note 10(b) : Other Equity (`)



Securities premiumOpeningbalance 280,000,000 280,000,000 Add/Less:adjustments - - Closing balance 280,000,000 280,000,000 Retained earningsOpeningbalance (464,167,770) (316,166,325)Add:profit/(loss)fortheyear (154,841,121) (118,021,576)Itemsofothercomprehensiveincomerecognizeddirectlyinretainedearnings:-Remeasurementsofpost-employmentbenefitobligation,netoftax 53,395 60,346 Closing balance (618,955,496) (434,127,555)

Total (338,955,496) (154,127,555)

Nature and purpose of Securities Premium

ThispresentsthepremiumcollectedonissueofpreferenceshareandcanbeutilisedforthepurposestatedunderSection52oftheCompaniesAct,2013.

Reconciliation of opening balance of retained earning as at April 1, 2018

Particulars Amount (`)Closing balance as at March 31, 2018 (434,127,555)Less:IndAS115adjustment (51,166,321)

Add:Deferredtaxonabove 21,126,106

Opening balance as at April 1, 2018 (464,167,770)

Note 11(a) : Trade Payable (`)



Totaloutstandingdueofmicroenterprisesandsmallenterprises - 4,468 - -

Totaloutstandingduesofcreditorsotherthanmicroenterprisesand small enterprises

- 4,935,746 - 4,499,153

Total - 4,940,214 - 4,499,153


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Note 11(a) : Trade Payable (contd.)

Disclosure required under Micro, Small and Medium Enterprises Development Act, 2006 (the Act) are given as follow : (`)


As at March 31,, 2018

i) Principal amount and interest due thereon remaining unpaid to each supplier at the endofeachaccountingyear

4,468 -

ii) Interest paid by the Company in terms of section 16 ofMicro, Small andMediumEnterprisesDevelopmentAct,2006,alongwiththeamountofthepaymentmadetothe supplier beyond the appointed day during each accounting year

- -

iii)Interestdueandpayablefortheyearofdelayinmakingpayment(whichhavebeenpaid but beyond the appointed day during the year) but without adding the interest specifiedunderMicro,SmallandMediumEnterprisesDevelopmentAct,2006

- -

iv)Interestaccruedandremainingunpaidattheendofeachaccountingyear - -v) Interest remaining due and payable even in the succeeding years, until such date

when the interest dues as above are actually paid to the small enterprise- -

Note 11(b) : Other Financial Liabilities (`)



Preferenceshare 409,388,481 - 372,917,181 -

Security deposits - 1,038,965 - 1,035,624

Debitbalanceofcurrentaccountofpartnershipfirms - 195,842,944 - 101,205,164

Total 409,388,481 196,881,909 372,917,181 102,240,788

Rights, preferences and restrictions attached to Zero % Preference shares (NCRPS) allotted 1000000 on March 4, 2013,1000000 on March 16, 2013 and 5000000 on April 6, 2013.

i) ThePreferenceSharesshallrankforcapitalandforrepaymentofcapitalinawindingupparipassuinterseandinprioritytotheEquitySharesoftheCompany,butshallnotconferanyfurtherorotherrighttoparticipateeitherinprofitsorassets.

ii) TheNCRPSPreferencesharesshallcarryZeroCouponrate.

iii) TheNCRPSshallberedeemed,attherateof`100/-pershare(includingredemptionpremiumof`90/-pershare)attheendoftenthyearorattherateof`105/-pershare(includingredemptionpremiumof`95/-pershare)attheendofeleventhyearorattherateof`110/-pershare(includingredemptionpremiumof`100/-pershare)attheendoftwelfthyear.

iv) EveryPreferenceshareholderoftheCompanyhastherighttovoteonresolutionplacedbeforetheGeneralMeetingwhichdirectlyaffecttherightsattachedtohisPreferenceShares.

Note 12 : Other Liabilities (`)


Non-Current Current Non-Current Current Statutoryremittances(ContributionstoPF,ServiceTax,GSTetc.) - 155,171 - 182,330 Advancereceivedfrom/refundabletocustomer - 1,224,720 - 200,000 Payabletoresidentialwelfareassociation - 56,872 - 108,997 Advancereceivedfromothers - 19,460 - 152,261Others 3,000,000 - 1,500,000 -

Total 3,000,000 1,456,223 1,500,000 643,588


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Note 13 : Provisions (`)


Non-Current Current Non-Current Current Provisionforemployeebenefits:-Gratuity 1,095,028 186,272 1,053,417 183,045-Compensatedabsences 168,002 602,468 153,817 563,432

Total 1,263,030 788,740 1,207,234 746,477

Note 14 : Revenue from operations (`)



Revenuefromrealestateprojects 2,827,608 16,038,950Revenuefromconsultancyservices 3,000,000 3,000,000

Total 5,827,608 19,038,950

Note 15 : Other income (`)



Interest income

-Onfinancialassetscarriedatamortisedcost 837,885 8,280,756

Liabilitieswrittenback 664,582 10,790,841

Miscellaneous income - 85,000

Total 1,502,467 19,156,597

Note 16 : Cost of sales (`)



Changes in stock of units of completed project

Openingstock 37,816,244 49,944,783

Add:Cancellationofunitsduringtheyear 3,307,838 -

Closingstock (39,200,661) (37,816,244)

Total 1,923,421 12,128,539

Note 17 : Employee Benefit Expenses (`)



Salaries and bonus 4,871,932 5,718,568

Contributiontoprovidentandotherfunds 345,100 410,694

Staffwelfareexpenses 93,665 103,349

Total 5,310,697 6,232,611


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Note 18 : Finance Costs (`)



Preferenceshareamortisationcost 36,471,300 33,222,172

Interest on late payment - 2,145

Total 36,471,300 33,224,317

Note 19 : Depreciation and Amortisation (`)



onproperty,plantandequipment 11,463 27,043

Total 11,463 27,043

Note 20 : Other Expenses (`)



Rentexpenses 300,000 300,375Ratesandtaxes 7,794 88,825Electricitycharges 68,212 92,071 RepairsandMaintenance 308,726 850,264Insuranceexpenses 112,140 165,145Travelling and conveyance 466,478 551,253Printing and stationery 262,567 198,351Membershipfees 285,602 282,908 LegalandProfessionalFees 335,855 1,454,498Auditorsremuneration 1,425,809 1,360,257Directors'fees 1,220,000 1,260,700 Miscellaneousexpenditure 322,520 736,199

Total 5,115,703 7,340,846

20(a) : Details of payments to auditors (`)



Auditfees 525,000 525,000

Taxationmatters - -

Company law matters - -

Otherservices 525,000 750,000

Reimbursementofexpenses 375,809 79,757

ServiceTax/GST - 5,500

Total 1,425,809 1,360,257

20(b) Corporate social responsibility expenditure

Sincethecompanyhasnotmadeprofits,thecompanyisthereforenotrequiredtoincurcorporatesocialresponsibilityactivitiesincompliancewithSection135ofCompaniesAct,2013.


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Note 21 : Income tax expenses (`)



21(a) : Current taxCurrenttaxonprofit - -Adjustmentofearlieryears - (215,102)

Total (a) - (215,102)21(b) : Deferred taxChangeindeferredtax(assets)/liabilities (38,826) (67,238)Changeindeferredtax(assets)/liabilitiesonOCI 18,761 20,928

Total (b) (20,065) (46,310)

Total (a+b) (20,065) (261,412)

Reconciliation of tax expense and the accounting profit multiplied by India’s domestic tax rate : (`)



AccountingProfitbeforeIncomeTax (154,879,947) (118,303,916)

Tax on accounting profit at income tax rate of 26% (P.Y. 25.75%) (40,268,786) (30,463,258)

Adjustmentforexemptedincome 21,394,096 8,062,149

AdjustmentfordisallowedunderIncomeTaxAct 9,511,014 24,052,882

AdjustmentforallowableunderIncomeTaxAct (12,551) (15,611)

Others 198,744 173,338

taxationlossfortheyear 9,177,483 (1,809,500)

Tax expenses reported in the Statement of Profit & Loss (Current tax) - -

Tax losses (`)



Unusedtaxlossesandunabsorbeddepreciationforwhichnodeferredtaxassethasbeencreated 144,056,578 108,758,568

Potentialtaxbenefit@26% 37,454,710 28,277,228

Note 22 : Employee benefits (Gratuity, Privilege Leave Benefit and Sick Leave Benefits)

22(a) : The following tables set out the funded status of the gratuity plans and the amounts recognized in the financial statements (Gratuity) (`)



i) Change in benefit obligations

OpeningDefinedBenefitObligation 1,485,036 1,279,556

Current service cost 183,045 204,913

Interest cost 69,896 55,072

Actuarialloss/(gain)duetochangeinfinancialassumptions 19,723 (17,007)


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Actuarialloss/(gain)duetoexperienceadjustments (96,462) (63,880)

Past service cost - 26,382

Benefitspaid (186,861) -

Closing defined benefit obligation 1,474,377 1,485,036

ii) Change in plan assets

Openingvalueofplanassets 248,574 161,094

Interest income 15,714 13,362

Returnonplanassetsexcludingamountsincludedininterestincome (4,583) 387

Contributions by employer 120,233 73,731

BenefitPaid (186,861) -

Closing value of plan assets 193,077 248,574

iii) Funded Status of the Plan

Presentvalueofunfundedobligations - -

Presentvalueoffundedobligations 1,474,377 1,485,036

Fairvalueofplanassets 193,077 248,574

Net Liability (Assets) 1,281,300 1,236,462

22(b) : Amount recognized in the Statement of Profit and Loss under employee benefit expenses (Gratuity) (`)



Current service cost 183,045 204,913

Pastservicecostandloss/(gain)oncurtailmentsandsettlement - 26,382

NetInterestcost 54,182 41,710

Total included in Employee Benefit Expenses 237,227 273,005

22(c) : Amount recognized in the Statement of Other Comprehensive Income (Gratuity) (`)



Componentsofactuarialgain/lossesonobligations:

Duetochangeinfinancialassumptions 19,723 (17,007)

Duetochangesindemographicassumption - -

Duetoexperienceadjustment (96,462) (63,880)

Returnonplanassetsexcludingamountsincludedininterestincome 4,583 (387)

Total included in Employee Benefit Expenses (72,156) (81,274)

Note 22 : Employee benefits (Gratuity, Privilege Leave Benefit and Sick Leave Benefits) (contd.) (`)

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22(d) : Principle actuarial assumptions used to determine benefit obligations are set out below:

(i) Gratuity



DiscountRate 6.70% 7.30%SalaryGrowthRate 7.00% 7.00%WithdrawalRates Atyoungerages 10.00% 10.00% Reducingto%atolderages 2.00% 2.00%










(i) Gratuity


Cash flows (`) Distribution (%) Cash flows (`) Distribution (%)Year1 1,194,354 61.80% 1,055,111 60.00%Year2 18,545 1.00% 17,760 1.00%Year3 18,782 1.00% 16,657 0.90%Year4 19,032 1.00% 18,564 1.10%Year5 96,714 5.00% 18,763 1.10%Year6toYear10 70,541 3.60% 144,329 8.20%TheFutureaccrualisnotconsideredinarrivingattheabovecash-flows.

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Cash flows (`) Distribution (%) Cash flows (`) Distribution (%)

Year1 566,934 57.20% 449,250 50.70%

Year2 10,984 1.10% 11,585 1.30%

Year3 11,092 1.10% 11,064 1.20%

Year4 11,207 1.10% 11,170 1.30%

Year5 45,201 4.60% 11,282 1.30%

Year6toYear10 41,357 4.20% 78,640 8.90%


22(f) : Reconciliation of net defined benefit liability (Gratuity): (`)



Net opening provision in books of accounts 1,236,462 1,118,462

Transferin/(out)obligation - -

Transfer(in)/outplanassets - -

EmployeeBenefitExpenseasperAnnexure2 237,227 273,005

AmountsrecognizedinOtherComprehensiveIncome (72,156) (81,274)

1,401,533 1,310,193

Contributions to plan assets (120,233) (73,731)

Closing provision in books of accounts 1,281,300 1,236,462

22(g) : Composition of the plan assets (Gratuity):



GovernmentofIndiaSecurities 0% 0%

State Government Securities 0% 0%

Highqualitycorporatebonds 0% 0%

Equitysharesoflistedcompanies 0% 0%

Property 0% 0%

SpecialDepositScheme 0% 0%

Policyofinsurance 99% 100%

BankBalance 1% 0%

OtherInvestments 0% 0%

Total 100% 100%


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22(h) : Sensitivity to key assumptions

(i) Gratuity


DBO (`)

Changes in DBO %

DBO (`)

Changes in DBO %

Discountratevariedby0.5% Increaseby0.5% 1,457,814 -1.12% 1,470,839 -0.96% Decreaseby0.5% 1,492,320 1.22% 1,500,433 1.04%Salarygrowthratevariedby0.5% Increaseby0.5% 1,486,068 0.79% 1,497,008 0.81% Decreaseby0.5% 1,457,894 -1.12% 1,473,557 -0.77%Withdrawalrate(WR)variedby20% WR*120% 1,473,294 -0.07% 1,485,751 0.05% WR*80% 1,475,511 0.08% 1,484,036 -0.07%



DBO (`)

Changes in DBO %

DBO (`)

Changes in DBO %

Discountratevariedby0.5% Increaseby0.5% 717,187 -1.31% 673,595 -1.30% Decreaseby0.5% 737,021 1.42% 692,076 1.41%Salarygrowthratevariedby0.5% Increaseby0.5% 736,942 1.41% 692,058 1.41% Decreaseby0.5% 717,170 -1.31% 673,531 -1.31%Withdrawalrate(WR)variedby20% WR*120% 726,207 -0.07% 682,947 0.07% WR*80% 727,254 0.08% 681,892 -0.08%



DBO (`)

Changes in DBO %

DBO (`)

Changes in DBO %

Discountratevariedby0.5% Increaseby0.5% 43,415 -0.82% 34,669 -0.37% Decreaseby0.5% 44,146 0.85% 34,928 0.38%Salarygrowthratevariedby0.5% Increaseby0.5% 44,143 0.85% 34,927 0.37% Decreaseby0.5% 43,414 -0.82% 34,668 -0.37%Withdrawalrate(WR)variedby20% WR*120% 43,028 -1.70% 34,605 -0.55% WR*80% 44,580 1.85% 35,001 0.59%

A description of methods used for sensitivity analysis and its limitations:Sensitivityanalysisisperformedbyvaryingasingleparameterwhilekeepingalltheotherparametersunchanged.Sensitivityanalysisfailstofocusontheinterrelationshipbetweenunderlyingparameters.Hence,theresultsmayvaryiftwoormorevariablesarechangedsimultaneously.Themethoduseddoesnotindicateanythingaboutthelikelihoodofchangeinanyparameterandtheextentofthechangeifany.TheCompanybestestimateoftheContributionexpectedtobepaidtotheplanduringnextyearis̀ 186,272/-(Previousyear̀ 183,045/-)


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Note 23 : Fair value measurements

23(a) : Financial Instruments by category (`)




Financial assetsLoans - - - - - -Trade receivables - - 8,051,727 - - 13,435,776Cashandcashequivalents - - 6,422,993 - - 3,893,775Bankbalancesotherthan(iii)above - - 3,200,000 - - -Otherfinancialassets - - 108,931 - - 1,587,708

Total financial assets - - 17,783,651 - - 18,917,259 Financial liabilitiesBorrowings - - - - - - Depositsfromcustomer - - 1,038,965 - - 1,035,624Interest accrued and due - - - - - -Trade payables - - 4,940,214 - - 4,499,153OtherFinancialLiabilities PreferenceShareLiabilities - - 409,388,481 - - 372,917,181

Total financial liabilities - - 415,367,660 - - 378,451,958

*FairvaluethroughProfit&Loss

**FairvaluethroughOtherComprehensiveIncome

23(b) : Fair value hierarchy

No financial instruments are recognised andmeasured at fair value for which fair values are determined using the judgments andestimates. (`)



Financial Assets - - - -Total financial assets - - - -

Financial LiabilitiesOtherFinancialLiabilities - - - -PreferenceShareLiabilities - - 409,388,481 409,388,481


(`)



Financial assets - - - -Total financial assets - - - -

Financial LiabilitiesOtherFinancialLiabilities - - - -PreferenceShareLiabilities - - 372,917,181 372,917,181



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Note 23 : Fair value measurements (contd.).

Duringtheyear/periodtherearenofinancialinstrumentswhicharemeasuredatLevel1andLevel2category.

Thefairvalueoffinancial instrumentsreferredabovehavebeenclassifiedintothreecategoriesdependingonthe inputsusedinthevaluationtechnique.Thehierarchygivesthehighestprioritytoquotedpricesinactivemarketfor identicalassetsor liabilities(level1measurements)andlowestprioritytounobservableinputs(level3measurements).Thecategoriesusedareasfollows:

Level1:Thishierarchyincludesfinancialinstrumentsmeasuredusingquotedprices.

Level2:Thefairvalueoffinancialinstrumentsthatarenottradedinanactivemarketisdeterminedusingvaluationtechniqueswhichmaximisetheuseofobservablemarketdataandrelyaslittleaspossibleonentity-specificestimates.Ifallsignificantinputsrequiredtofairvalueaninstrumentareobservable,theinstrumentisincludedinlevel2.

Level3:Ifoneormoreofthesignificantinputsisnotbasedonobservablemarketdata,theinstrumentisincludedinlevel3.

Therearenotransfersbetweenthelevelsduringtheyear/period.

Valuation processes :

Forlevel3financialinstrumentsthefairvalueshavebeendeterminedbasedonpresentvaluesandthediscountratesusedwereadjustedforcounterpartyorowncreditrisk.

23(c) Fair value of financial assets and liabilities measured at amortised cost for which fair values are disclosed. (`)


Carrying amount

Amortised cost

Carrying amount

Amortised cost

Financial assets

Investment

-InvestmentsinJointlycontrolledentity 5,000,000 5,403,350 5,000,000 4,951,750

-OtherInvestments - - -

Total financial assets 5,000,000 5,403,350 5,000,000 4,951,750

Financial Liabilities

PreferenceShareLiabilities 70,000,000 409,388,481 70,000,000 372,917,181

Total financial liabilities 70,000,000 409,388,481 70,000,000 372,917,181

Thecarryingamountsoftradereceivables,tradepayables,shorttermsecuritydeposit,bankdepositswithmorethan12monthsmaturity,capitalcreditorsandcashandcashequivalentsareconsideredtobethesameastheirfairvaluesduetoshorttermnature.

Thefairvalueforloans,securitydepositsandinvestmentsinpreferencesharewerecalculatedbasedondiscountedcashflowsusingacurrentlendingrate.Theyareclassifiedaslevel3fairvaluesinthefairvaluehierarchyduetotheinclusionofunobservableinputsincludingcounterpartycreditrisk.

Thefairvalueforpreferenceshareliabilitiesarebasedondiscountedcashflowsusingacurrentlendingrate.Theyareclassifiedaslevel3fairvaluesinthefairvaluehierarchyduetotheinclusionofunobservableinputsincludingcounterpartycreditrisk.

Forfinancialassetsandliabilitiesthataremeasuredatfairvalue,thecarryingamountsareequaltothefairvalues.


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Note 24 :

(i) IntermsoftheapprovalgivenbymembersoftheCompanyandthoseofIndustrialInvestmentTrustLimited(“thelender”)bypassingtheresolutionthroughpostalballotsonApril18,2017andApril21,2017respectively,theCompanyhasenteredintoOneTimeSettlementagreement(“OTS”)onMay18,2017withthelenderandtransferredtheCompany’sinvestmentin5,000,000Zero%Non-ConvertibleRedeemablePreferenceSharesofWorldResortsLimitedand10,849,120Zero%Non-ConvertibleRedeemablePreferenceSharesofCapitalInfraprojectsPrivateLimitedrecognisedinthebooksatamortisedcostwhichhasbeenadjustedagainsttheloanoutstandingof`3,648.00lakhsandinterestaccruedanddueasatMarch31,2016of`361.07lakhs(netofTDS)aggregatingto`4,009.07lakhs. Theresultinglossof`599.71lakhshasbeendisclosedasanexceptionaliteminthefinancialstatement.

(ii) As per OTS agreement the lender has waived the interest accrued for the periodApril 2016 to March 2017 amounting to `54,270,000/-.TheCompanyhasagreedtorecompenseIITLinoneormoreinstalments,asmaybemutuallyagreedbetweenthepartiesattherelevanttimetheinterestamountof`54,270,000/-whichhasbeenwaivedoffaspartofOnetimesettlementincasetheCompanyturnsprofitableinfutureandhasadequatecashflows.

Note 25 : Contingent liabilities

TheCompanyhasgivencorporateguaranteeof`247,751,459/-toIndustrialInvestmentTrustLimited(aholdingcompany)onbehalfofIITLNimbusTheExpressParkView(ajointlycontrolledentity)inconnectiontorestructuringofLoantenderedbyholdingcompanytojointly controlled entity.”

Commitments : Refer Note 24

Note 26 : Related parties

As identified on the basis of information available with the Company and relied upon by the auditors and transactions with them as specified in the Indian Accounting Standard(Ind AS) 24 on ‘Related Parties Disclosures’ are given below:

26(a) : List of related parties:

Particularss Percentage of holding

As at March 31, 2019 As at March 31, 2018Holding CompanyIndustrialInvestmentTrustLimited 71.74% 71.74%Jointly controlled entitiesIITL-NimbusTheHydePark-apartnershipfirmIITL-NimbusTheExpressParkView-apartnershipfirm

IITL-NimbusThePalmVillage-apartnershipfirmCapitalInfraprojectsPrivateLimitedAssociateGoldenPalmsFacilityManagementPrivateLimitedListofkeymanagementpersonnelMr.D.P.Goyal,ManagingDirectorListofdirectorsMr.BipinAgarwal,DirectorDr.B.Samal,ChairmanMr.MilindDesai,IndependentDirectorMr.V.Narayanan,IndependentDirectorMrs.SujataChattopadhyay,IndependentDirectorEntitiesoverwhichhassignificantinfluenceNimbusProjectsLimitedTheGoldenPalmsHotel&SPA(PartnershipFirm)


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26(b) : The details of related parties transaction (`)

Particularss Year ended

March 31, 2019 Year ended

March 31, 2018FinanceIncomeCapitalInfraprojectsPrivateLimited 451,600 2,108,284

451,600 2,108,284 RentExpensesNimbusProjectsLimited - 135,000

- 135,000 StayingExpensesTheGoldenPalmsHotel&SPA 5,177 10,342

5,177 10,342 RemunerationMr.D.P.Goyal 3,000,000 2,998,151

3,000,000 2,998,151 SittingfeestoDirectorsDr.B.Samal,Chairman 260,000 260,000 Mr.BipinAgarwal,Director 120,000 140,000 Mr.MilindDesai,IndependentDirector 340,000 360,000 Mr.V.Narayanan,IndependentDirector 360,000 380,000 Mrs.SujataChattopadhyay,IndependentDirector 140,000 120,000

1,220,000 1,260,000

26(c) : The details of amounts outstanding (`)

Particularss As at March 31, 2019


IITL-NimbusTheHydeParkCreditbalanceofcurrentaccountofpartnershipfirms 562,225 22,357,435Capitalaccountofpartnershipfirms 45,000,000 45,000,000

45,562,225 67,357,435 IITL-NimbusTheExpressParkViewDebitbalanceofcurrentaccountofpartnershipfirms (78,362,681) (52,598,548)Capitalaccountofpartnershipfirms - 20,237,500

(78,362,681) (32,361,048)CapitalInfraprojectsPrivateLimitedInvestmentinequityshares - -InvestmentinPreferenceShares - 4,951,750

- 4,951,750 IITL-NimbusThePalmVillageDebitbalanceofcurrentaccountofpartnershipfirms (117,480,826) (50,464,987)Capitalaccountofpartnershipfirms 220,000,000 220,000,000

102,519,174 169,535,013 GoldenPalmsFacilityManagementPrivateLimitedInvestmentinequityshares 1,343,829 1,046,016

1,343,829 1,046,016


Note 26 : Related parties (contd.)

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Note 27 : Interest in Joint Venture

27(a) : Group information

Joint Venture in which group is a co-venturer

Name of Entity Country of incorporation

Percentage of holding as on

March 31, 2019

Percentage of holding as on

March 31, 2018

Principal Activities

CapitalInfraprojectsPrivateLimited(CIPL) India 50% 50% RealEstate

IITLNimbusTheHydeParkNoida(INHP)-PartnershipFirm India 50% 50% RealEstate

IITLNimbusTheExpressParkView(INEPV)-PartnershipFirm India 50% 47.5% RealEstate

IITLNimbusThePalmVillage(INPV)-PartnershipFirm India 50% 47.5% RealEstate

Thegroup’sinterestinthesejointventuresareaccountedforusingequitymethodintheconsolidatedfinancialstatement.

27(b) : Summarised financial information of the joint venture, based on its Ind AS financial statements, and reconciliation with the carrying amount of the investment in consolidated financial statements is as follows: (`)

Summarised Balance Sheet

CIPL INHP





Proportionofownershipinterestheldbythegroupattheyear end

50% 50% 50% 50%

Non-CurrentAssets 17,764,000 27,542,807 37,860,000 17,846,142

CurrentAssets(a) 1,937,157,000 2,404,920,148 2,376,233,000 1,993,462,124

Total Assets (I) 1,954,921,000 2,432,462,955 2,414,093,000 2,011,308,266

Non-CurrentLiabilities(b) 427,854,000 1,010,051,216 6,095,000 405,713,086

CurrentLiabilities(c) 1,785,829,000 1,450,538,173 2,316,873,000 1,470,880,311

Total Liabilities (II) 2,213,683,000 2,460,589,389 2,322,968,000 1,876,593,397

Total Net Assets/(Liabilities) (I-II) (258,762,000) (28,126,434) 91,125,000 134,714,869

(a)Includescashandcashequivalents 36,796,000 8,371,426 71,330,000 56,947,558

(b)IncludesNoncurrentfinancialliabilities 320,421,000 333,104,790 5,672,000 64,733,560

(c)Includescurrentfinancialliabilities 151,831,000 56,449,000 95,438,300 195,238,207


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Note 27 : Interest in Joint Venture (contd.)

(`)

Summarised statement of Profit and Loss CIPL INHP






50% 50% 50% 50%

Revenues 3,031,799,000 464,444,423 1,583,419,000 1,880,251,611OperatingCosts 2,877,115,000 364,697,732 1,315,476,000 1,482,858,540Employeebenefitsexpenses 15,594,000 14,395,841 15,978,000 16,041,662 Financecost 100,665,000 98,083,997 85,919,000 164,332,662 Depreciationandamortisationexpenses 1,655,000 177,574 393,000 675,377Otherexpenses 162,390,000 54,711,973 106,886,000 276,543,932Profit/(loss) before exception item and tax (125,620,000) (67,622,694) 58,767,000 (60,200,562)Exceptionitems - 3,440,680 - 134,998 Taxexpenses - (37,802) 18,192,000 (412,987)Profit/(loss) after tax (125,620,000) (71,025,572) 40,575,000 (59,922,573)Othercomprehensiveincome (250,000) 83,778 147,000 (89,728)Total comprehensive income for the year (125,370,000) (71,109,350) 40,722,000 (59,832,845)

(`)

Reconciliation of carrying amount CIPL INHP





TotalnetassetsofJV(a) (258,762,000) (28,126,434) 91,125,000 134,714,869 ProportionofownershipinterestsheldbytheGroup(b) 50% 50% 50% 50%Groupshareofnetassets(a*b) (129,381,000) (14,063,217) 45,562,500 67,357,435Add/(Less):differenceincapitalcontribution - - - -Add/(Less):Intercompanyelimination - - - -CarryingamountofInvestment -* -* 45,562,500 67,357,435

*Whenthegroup’sshareoflossesionanequity-accountedinvestmentequalorexceedsitsinterestintheentity,thegroupdoesnotrecognisefurtherlosses.[seenote2.3(c)] (`)

Summarised Balance Sheet INEVP INPV






50% 47.5% 50.0% 47.5%

Non-CurrentAssets 4,419,000 4,289,040 10,913,000 10,735,855CurrentAssets(a) 3,270,215,000 2,423,989,700 1,441,568,000 1,432,880,771 Total Assets (I) 3,274,634,000 2,428,278,740 1,452,481,000 1,443,616,626

Non-CurrentLiabilities(b) 875,200,000 1,166,347,712 289,842,000 305,489,847CurrentLiabilities(c) 2,394,421,000 1,250,902,314 952,601,000 799,343,856Total Liabilities (II) 3,269,621,000 2,417,250,026 1,242,443,000 1,104,833,703

Total Net Assets/(Liabilities) (I-II) 5,013,000 11,028,714 210,038,000 338,782,923

(a)Includescashandcashequivalents 7,907,000 14,198,369 408,000 2,238,116 (b)IncludesNoncurrentfinancialliabilities 85,918,000 109,585,036 49,184,000 44,566,521(c)Includescurrentfinancialliabilities 44,143,000 8,967,851 17,854,000 10,321,274


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Note 27 : Interest in Joint Venture (contd.)

(`)

Summarised statement of Profit and Loss INEVP INPV






50% 47.5% 50.0% 47.5%

Revenues 1,078,588,000 115,149,213 5,617,000 5,636,053

OperatingCosts 1,049,177,000 74,589,416 - -

Employeebenefitsexpenses 985,000 881,343 617,000 533,475

Financecost 43,617,000 25,086,495 133,237,000 29,354,046

Depreciationandamortisationexpenses 51,000 52,235 22,000 24,818

Otherexpenses 56,274,000 8,841,290 482,000 1,072,881

Profit/(loss) before exception item and tax (71,516,000) 5,698,434 (128,741,000) (25,349,167)

Exceptionitems (3,747,000) - (8,746,000) -

Taxexpenses (2,000) 1,802 - (2,681)

Profit/(loss) after tax (75,265,000) 5,696,632 (137,487,000) (25,346,486)

Othercomprehensiveincome 6,000 8,148 - -

Total comprehensive income for the year (75,271,000) 5,688,484 (137,487,000) (25,346,486)

(`)

Reconciliation of carrying amount INEVP INPV





TotalnetassetsofJV(a) 5,013,000 11,028,714 210,038,000 338,782,923

ProportionofownershipinterestsheldbytheGroup(b) 50% 47.5% 50.0% 47.5%

Groupshareofnetassets(a*b) 2,506,500 5,238,639 105,019,000 160,921,888

Add/(Less):differenceincapitalcontribution (55,631,250) (37,599,688) (2,500,000) 8,613,125

Add/(Less):Intercompanyelimination - 1,858,371 - -

CarryingamountofInvestment (53,124,750) (30,502,677) 102,519,000 169,535,013

Note 28: Financial risk management

TheCompany’sbusinessactivitiesexposeittoavarietyoffinancialrisks,namelyliquidityrisk,marketrisksandcreditrisk.TheCompany’ssenior management has overall responsibility for the establishment and oversight of the Company’s risk management framework. TheCompanyhasconstitutedaRiskManagementCommittee,whichisresponsiblefordevelopingandmonitoringtheCompany’sriskmanagementpolicies.ThekeyrisksandmitigatingactionsarealsoplacedbeforetheAuditCommitteeoftheCompany.TheCompany’sriskmanagementpoliciesareestablished to identifyandanalyse the risks facedby theCompany, tosetappropriate risk limitsandcontrolsandtomonitorrisksandadherencetolimits.RiskmanagementpoliciesandsystemsarereviewedregularlytoreflectchangesinmarketconditionsandtheCompany’sactivities.


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Note 28: Financial risk management (contd.)

TheRiskManagementCommitteeoftheCompanyissupportedbytheFinanceteamandexpertsofrespectivebusinessdivisionsthatprovidesassurancethattheCompany’sfinancialriskactivitiesaregovernedbyappropriatepoliciesandproceduresandthatfinancialrisksareidentified,measuredandmanagedinaccordancewiththeCompany’spoliciesandriskobjectives.Theactivitiesaredesignedto:

-protecttheCompany’sfinancialresultsandpositionfromfinancialrisks

-maintainmarketriskswithinacceptableparameters,whileoptimizingreturns;and

-protecttheCompany’sfinancialinvestments,whilemaximizingreturns.

TheTreasurydepartmentisresponsibletomaximizethereturnoncompaniesinternallygeneratedfunds.

A. Management of Liquidity Risk:

Liquidityriskistheriskthatthecompanywillfaceinmeetingitsobligationsassociatedwithitsfinancialliabilities.Thecompany’sapproachtomanagingliquidityistoensurethatitwillhavesufficientfundstomeetitsliabilitieswhenduewithoutincurringunacceptablelosses.Indoing this,managementconsidersbothnormalandstressedconditions.Amaterialandsustainedshortfall inourcashflowcouldunderminethecompany’screditratingandimpairinvestorconfidence.

B. Management of Market risks

Marketriskscomprisesof:

-pricerisk;and

-interestraterisk

Thecompanydoesnotdesignateanyfixed ratefinancialassetsas fair value throughprofitand lossnorat fair value throughOCI.Thereforecompanyisnotexposedtoanyinterestraterisks.Similarlycompanydoesnothaveanyfinancialinstrumentwhichisexposedto change in price.

C. Management of Credit Risks

Creditriskistheriskoffinanciallosstothecompanyifacustomerorcounter-partyfailstomeetitscontractualobligations.

Trade receivables

Concentrationsofcreditriskwithrespecttotradereceivablesarelimited,duetothecompany’scustomerbasebeinglargeanddiverseandalsoonaccountofmember’sdepositskeptbythecompanyascollateralwhichcanbeutilisedincaseofmemberdefault.Alltradereceivablesarereviewedandassessedfordefaultonaquarterlybasis.

Ourhistoricalexperienceofcollectingreceivables,supportedbythelevelofdefault,isthatcreditriskislow.Companyisnotexposedtoanyothercreditrisks.

D. Capital Management

ThecompanyconsidersthefollowingcomponentsofitsBalanceSheettobemanagedcapital:

Totalequityasshowninthebalancesheetincludesretainedprofitandsharecapital.

Thecompanyaimtomanagesitscapitalefficientlysoastosafeguarditsabilitytocontinueasagoingconcernandtooptimisereturnstoourshareholders.Thecapitalstructureofthecompanyisbasedonmanagement’sjudgmentoftheappropriatebalanceofkeyelementsinordertomeetitsstrategicandday-to-dayneeds.Weconsidertheamountofcapitalinproportiontoriskandmanagethecapitalstructureinlightofchangesineconomicconditionsandtheriskcharacteristicsoftheunderlyingassets.Inordertomaintainoradjustthecapitalstructure,thecompanymayadjusttheamountofdividendspaidtoshareholders,returncapitaltoshareholdersorissuenewshares.

Thecompany’spolicyistomaintainastableandstrongcapitalstructurewithafocusontotalequitysoastomaintaininvestor,creditorsandmarketconfidenceandtosustainfuturedevelopmentandgrowthofitsbusiness.Thecompanywilltakeappropriatestepsinordertomaintain,orifnecessaryadjust,itscapitalstructure.companyisnotsubjecttofinancialcovenantsinanyofitssignificantfinancingagreements.

Themanagementmonitorsthereturnoncapitalaswellasthelevelofdividendstoshareholders.


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Note 29 : Segment information

Operatingsegmentsare reported inamannerconsistentwith the internal reportingprovided to theChiefOperatingDecisionMaker(“CODM”)oftheCompanyTheCODM,whoisresponsibleforallocatingresourcesandassessingperformanceoftheoperatingsegments,hasbeenidentifiedastheManagingDirectorandCEOoftheCompany.ThecompanyhasidentifiedthecompanyengagedonlyinrealestatedevelopmentandrelatedactivitiesandhencetherearenoreportablesegmentsasperIndAS108.

Note 30 : Impairment

Inviewofcurrentstatusof therealestate industryand inParticulars theadversecashflowsof thetwoJointVenturesnamely, IITL-NimbusTheExpressParkView,andCapitalInfraProjectsPrivateLimited,theirabilitytocontinueasgoingconcernisuncertain.Furtherconsideringthatthecompanyhasalsoincurrednetlossof̀ 1,548.41lakhsfortheyearandthecurrentliabilitiesexceededitstotalassetsindicatethatamaterialuncertaintyexiststhatmaycastsignificantdoubtonthecompany’sabilitytocontinueasaGoingConcern.

Consideringtheabovetheinvestmentsintwojointventuregotimpaired.Basedonthefinancialstatementof jointventureaswellasestimatedcashflowimpairmentlossforthefullvaluecarryingvalueisrecognizedasimpairmentloss

Note 31-Significant notes on the financial statements of Joint Ventures

31(a) : IITL NIMBUS THE PALM VILLAGE

i) Duetosubduedmarketsentimentsandpoorresponse,theFirmhastemporarilysuspendedtheoperations/activitiesintheproject.Nosubstantialadministrativeandtechnicalworkwascarriedoutintheproject.Hence,themanagementcommitteeinitsmeetingdt.January29,2018decidedthatw.e.f.June1,2018,alltheborrowingcostsi.e.InterestonUnsecuredLoan,InterestonLandPremiumandInterestonDelayedpaymentofpremiumbedirectlychargedtoStatementofProfit&Lossinsteadofcapitalizationtoinventories.Similarly,interestondelayedpaymentofFarmerCompensationandinterestonleaserentarealsobeingdirectlychargedtoStatementofProfit&Loss.

ii) Theconditionsintheproject,asmentionedabove,indicatetheexistenceofmaterialuncertaintyabouttheFirm’sabilitytocontinueasagoingconcern.However,consideringtheprevailingrateoflandasperYamunaExpresswayIndustrialDevelopmentAuthority(YEIDA)officialsite,thevaluationoflandasatMarch31,2019isinexcessofthebookvalueandalsothemanagementisintheprocessoffindingalternateoptionswithinoverall frameworkof the leaseagreement,no impairmenthasbeenprovided inthebooksofaccount.

31(b) : IITL NIMBUS THE EXPRESS PARK VIEW

GreaterNoidaIndustrialDevelopmentAuthority(GNIDA)cameoutwithProjectSettlementPolicy(PSP)dated15.12.2016,toallowpartialsurrenderofprojectland,duetoslowdownandrecessioninRealEstateIndustry.

TheFirmappliedforpartialsurrenderofprojectlandasprovidedinPSP,videtheirletterdated07.06.2017andasperletterdt.26.06.2017fromtheAuthority,Firm’sapplicationwasacceptedbyBoardofGNIDA,whichwouldbeprocessedaspertermsandconditionsofPSP.

Inletterdt07.06.2017theFirmhasmadetwoproposalstosurrendertheremaininglandunderPSP.

PROPOSAL-A- in this proposal the Firm has intended to surrender 12000 Sq.mtrs of land out of total land as per the drawingsubmitted.

Underthisproposalthefirmshallutilise59200SqFt.AdditionalFARareaoutofsanctionedadditionalFARwhichwasallottedvideletterdt15.10.2004,againstwhichtheFirmmadetotalpaymentof`1,26,64,341/-totheAuthority.

PROPOSAL-B- in thisproposal theFirmhas intended tosurrender10000Sq.mtrsof land,underwhich theFirmhasconsumed thepermissibleFAR2.75aspersanction/approvals.

IntheapplicationdatedJune7,2017(requestingforpartialsurrenderofprojectlandasprovidedinPSPdatedDecember15,2016),theFirmhasrequestedtheAuthoritytoaccepteitherproposalAorproposalB.

NocommunicationotherthanletterdtJune26,2017assuprahasbeenreceivedfromtheAuthority.


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Note 32:

Thefinancialstatementshavebeenpreparedonagoingconcernbasis,althoughthecompanyisincurringcontinuouslossesandthenetworthoftheCompanyisnegativeasonMarch31,2019.Indicatetheexistenceofamaterialuncertainty,thatmaycastsignificantdoubtabouttheCompany’sabilitytocontinueasagoingconcern.

Note 33:

Previous year’s figures have been regrouped/reclassified wherever necessary to correspond with the current year classification/disclosure.

Note 34:

TheFinancialStatementisapprovedbytheBoardofDirectorsoftheCompanyinthemeetingheldonMay22,2019.










131PB

IITL PROJECTS LIMITEDCorporate Identity Number (CIN): L01110MH1994PLC082421

Registered Office: Rajabahadur Mansion, 2nd Floor, 28, Bombay Samachar Marg, Fort- Mumbai- 400 001.Tel: +91-22-43250100, Fax: +91-22-22651105, Website: www.iitlprojects.com, E-mail: [email protected]

ATTENDANCE SLIPTO BE HANDED OVER AT THE ENTRANCE OF THE MEETING HALL

25th ANNUAL GENERAL MEETINGDP ID*Client ID*

Folio No.No. of shares

Name of the shareholder : ………………………………….............................Address of the Shareholder : ……………………………………………………………………............................. …………………………………………………………………….............................We/I hereby record our/my presence at the 25th Annual General Meeting of the Company held on Saturday, September 21, 2019 at 11.30 a.m. at M.C. Ghia Hall, 4th Floor, Bhogilal Hargovindas Building, 18/20, K. Dubash Marg, Kaala Ghoda, Mumbai -400 001.*Applicable for investors holding shares in electronic form.

..........................................Signature of shareholder

Note: Please fill up this attendance slip and hand it over at the entrance of the meeting hall. Members are requested to bring their copies of the Annual Report to the AGM.

IITL PROJECTS LIMITEDProxy Form

Form No. MGT-11[Pursuant to section 105(6) of the Companies Act, 2013 and Rule 19(3) of the Companies (Management and Administration) Rules, 2014]

CIN : L01110MH1994PLC082421Name of the company : IITL PROJECTS LIMITEDRegistered office : Rajabahadur Mansion, 2nd Floor, 28, Bombay Samachar Marg, Fort Mumbai-400 001.

Tel: + 91-22-43250100, Fax: +91-22-22651105, Website: www.iitlprojects.com E-mail: [email protected] of the member (s) : ...................................................................Registered address : ..................................................................................................................................................................................................

..................................................................................................................................................................................................E-mail Id : ...................................................................Folio No/ Client Id /DP Id : ...................................................................I/We, being the member (s) of …………. shares of IITL Projects Limited hereby appoint:1.Name :……………………………........................................... Address:…………………………..................................................................... E-mail Id:…………………………........................................... Signature:…………………………................................................................... or failing him2.Name :……………………………........................................... Address:…………………………..................................................................... E-mail Id:…………………………........................................... Signature:…………………………................................................................... or failing him3.Name :……………………………........................................... Address:…………………………..................................................................... E-mail Id:…………………………........................................... Signature:…………………………................................................................... or failing himas my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 25th Annual General Meeting of the Company to be held on Saturday, September 21, 2019 at 11.30.a.m. at M.C. Ghia Hall, 4th Floor, Bhogilal Hargovindas Building, 18/20, K. Dubash Marg, Kaala Ghoda, Mumbai - 400 001 and at any adjournment thereof in respect of such resolution as are indicated below:ORDINARY BUSINESS1. To receive, consider and adopt the Audited Financial Statements including Audited Consolidated Financial Statements of the Company for the financial

year ended March 31, 2019 together with the Reports of the Board of Directors and Auditors thereon.2. To appoint a Director in place of Mr. Bipin Agarwal (DIN: 00001276), who retires by rotation at this Annual General Meeting and being eligible, offers

himself for re-appointment. SPECIAL BUSINESS3. Re-appointment of Mr. D. P. Goyal as Managing Director of the Company.4. Re-appointment of Mr. Venkatesan Narayanan as an Independent Director.5. Re-appointment of Mr. Milind S. Desai as an Independent Director.

Signed this…… day of……… 2019.

......................................... .............................................Signature of shareholder Signature of Proxy holder(s)Notes:1. This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company, not less than

48 hours before the commencement of the Meeting.2. Notwithstanding the above the Proxies can vote on such other items which may be tabled at the meeting by the Shareholders present.

AffixRe. 1/-

RevenueStamp

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Notes:1. This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the

Company not less than 48 hours before the commencement of the meeting.2. A proxy need not be a member of the Company.3. A person can act as a proxy on behalf of members not exceeding fifty and holding in the aggregate not more than 10% of

the total share capital of the Company carrying voting rights. A member holding more than 10% of the total share capital of the Company carrying voting rights may appoint a single person as proxy and such person shall not act as a proxy or any other person or shareholder.

4. Appointing a proxy does not prevent a member from attending the meeting in person if he so wishes.5. In case of joint holders, the signature of any one holder will be sufficient, but names of all the joint holders should be stated.

133132

TH 25ANNUAL REPORT

2018-2019IITL Projects LimitedCIN No. L01110MH1994PLC082421

Regd. Office : Rajabahadur Mansion, 2nd Floor, 28, Bombay Samachar Marg, Fort, Mumbai 400001.

Tel: +91-22-43250100, Fax: +91-22-22651105, Website : www.iitlprojects.com, E-mail : [email protected]

if undelivered, please return to :