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IITL PROJECTS LIMITEDAnnual Report 2015-16

Contents Page No

Board of Directors 1

Notice of the Annual General Meeting 2 - 8

Directors’ Report 9 - 27

Management Discussion and Analysis Report 28 - 29

Report on Corporate Governance 30 - 41

Independent Auditors’ Certificate on Corporate Governance & Certificate (Under SEBI (LODR) Regulation, 2015) 42

Auditors’ Report of Standalone Financial Statements 43 - 45

Standalone Financial Statements 46 - 67

Auditors’ Report of Consolidated Financial Statements 68 - 71

Consolidated Financial Statements 72 - 97

Attendance Slip and Proxy Form 99 - 100

22nd Annual General Meeting on Friday, September 16, 2016 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

*Artistic design of our projects on coverpage of this Annual Report is subject to modifications.

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. R. S. Loona - upto June 21, 2016

Mr. Venkatesan Narayanan

Mr. Milind Desai

Mrs. Beroz Rumie Gazdar

Mr. Kaushik Desai - Chief Financial Officer

Company Secretary & Compliance Officer

Ms. Shubhangi Lohia

Bankers Axis Bank Limited

Auditors Deloitte Haskins & Sells Chartered Accountants

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.com

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 22nd Annual General Meeting (AGM) of the members of IITL PROJECTS LIMITED will be held on Friday, September 16, 2016 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. Toreceive,considerandadopttheauditedfinancialstatements

including audited Consolidated Financial Statements of the CompanyforthefinancialyearendedMarch31,2016togetherwith the Reports of the Board of Directors and Auditors thereon.

2. To appoint a Director in place of Dr. B. Samal (DIN: 00007256), who retires by rotation at this Annual General Meeting and being eligible, offers himself for re-appointment.

3. To consider and, if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution:

“RESOLVED THAT, pursuant to Section 139, 142 and other applicable provisions, if any of the Companies Act, 2013 and the Rules made thereunder and pursuant to the resolution passed by the members at the 20th Annual General Meeting (AGM) held on August 30, 2014, the appointment of M/s Deloitte Haskins and Sells, Chartered Accountants (Firm Registration Number - 117365W) who were appointed as Statutory Auditors of the Companytoholdofficeforfourfinancialyears(2014-2015to2017-2018) until the conclusion of the 24th AGM of the Company tobeheldforFY2017-2018,beandisherebyratifiedforthefinancialyearendingonMarch31,2017.

RESOLVED FURTHER THAT approval of the Company be and is hereby accorded to the Board of Directors of the Company (includinganyCommitteethereof)tofixtheremunerationpayabletothemforthefinancialyearendingMarch31,2017asmaybe determined by the Audit Committee in consultation with the auditors.”

SPECIAL BUSINESS: 4. RATIFICATION OF TERMS OF 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),thefollowingResolutionasSpecial 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(includinganystatutorymodification(s)orre-enactment(s)thereof, for the time being in force), the Members of the Company herebyratifiesthetermsofappointmentofMr.D.P.Goyalasstated hereunder:

1. Tenure of appointment : From July 5, 2014 to July 4, 2016.2. Remuneration : ` 2,25,000/- p.m.3. Perquisites/Benefits : Inadditiontosalaryasstatedabove,he

shall be entitled to following perquisites /benefits:

He shall be entitled to reimbursement ofmobile phone expenses, driver’s salaryandexpensesforrunningofcar usedforthepurposeoftheCompany’s business,subjecttoamaximumlimit 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 ManagingDirectoroftheCompany,theCompanyhasnoprofitsortheprofitsareinadequate,theCompanywillpaytheaboveremuneration as minimum remuneration, in compliance with Section 197 read with Schedule V of the Companies Act, 2013.

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorised (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.”

5. APPROVAL OF RELATED PARTY TRANSACTIONS UNDER REGULATION 23 OF SECURITIES EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS), REGULATION, 2015.

To consider and if thought fit, to pass with or without modification(s), the following Resolution as an Ordinary Resolution:

“RESOLVED THAT in supersession of the resolution passed at the Annual General Meeting held on September 16, 2015 in this regard and pursuant to the provisions of Regulation 23 of SEBI Listing Regulations, 2015 governing the Related Party Transactions and such other rules as may be applicable and amended from time to time, the consent of the members be and is hereby accorded for the transactions hitherto entered or to be entered into by the Company in the ordinary course of businessandatarm’slengthpricewiththeRelatedPartiesoftheCompany,whichexceedsthethresholdlimitof10percentofannualconsolidatedturnoveroftheCompanyforthefinancialyear2015-2016andforeveryfinancialyearthereafter,uptothemaximumlimitsassetoutinthetablehereunder:Maximum limits as set out for Investment / Capital Contribution/ BorrowingsParticulars Capital

Infraprojects Pvt Ltd.

Golden Palms Facility management Pvt Ltd

IITL-Nimbus the Palm Village

IITL-Nimbus the Hyde Park

IITL-Nimbus The Express Park View

Industrial Investment Trust Limited

Relationship with the Related Party

Joint Venture

Associate Company

Joint Venture

Joint Venture

Joint Venture

Holding Company

Maximum limits of Investment/Capital Contribution upto

` 20 Crores

` 10 lacs

` 25 Crores

` 15 Crores

` 25 Crores

--

Borrowings -- -- -- -- -- ` 75 Crores

IITL PROJECTS LIMITEDCorporate Identity Number (CIN) : L01110MH1994PLC082421

RegisteredOffice:RajabahadurMansion,2ndFloor,28,BombaySamacharMarg,Fort,Mumbai-400001.Tel:+91-22-43250100,Fax:+91-22-22651105,Website:www.iitlprojects.com, E-mail : [email protected]

NOTICE

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RESOLVED FURTHER THAT approval of the Company be and is hereby 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 to give effect to this resolution.”

By order of the Board of Directors

For IITL Projects Limited

Shubhangi Lohia

Mumbai, August 09, 2016 Company Secretary & Regd. Office: ComplianceOfficerRajabahadur Mansion, 2nd Floor 28, Bombay Samachar Marg 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 DEPOISITED 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. TheExplanatoryStatementpursuanttoSection102(1)oftheCompanies Act, 2013, relating to Items No.4 & 5 of the notice setoutaboveisannexedherewith.

3. The Register of Members and Share Transfer Books of the Company will remain closed from Saturday, September 10, 2016 to Friday, September 16, 2016 (both days inclusive).

4. 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 22nd 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.

5. 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 providetheire-mailIDstotheCompany’sShareTransferAgent,Purva Sharegistry (India) Private Ltd. by sending an e-mail at [email protected] The Annual Report of the Company would also bemade available on theCompany’swebsite www.iitlprojects.com.

6. Members are requested to notify the changes, if any, in their address to the Company’s Share TransferAgent, PurvaSharegistry (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.

7. 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.totheirDepositoryParticipantonlyandtotheCompany’sRegistrar and Transfer Agents. Changes intimated to the DepositoryParticipantwill thenbeautomaticallyreflected intheCompany’srecordswhichwillhelptheCompanyanditsRegistrarandTransferAgentstoprovideefficientandbetterservice to the Members.

8. Members, Proxies andAuthorised Representatives arerequested to bring the copy of their Annual Report and the Attendance Slip at the Annual General Meeting.

9. CorporateMembers are requested to send a duly certifiedcopy of the Board resolution authorizing their representatives to attend the Annual General Meeting.

10. All documents referred to in the accompanying Notice are openforinspectionattheRegisteredOfficeoftheCompanyonallworkingdays,exceptonSaturdayandSundaybetween11.00 a.m. and 1.00 p.m. upto the date of the Annual General Meeting.

11. 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.

12. A route map showing the directions to reach the venue of the 22nd 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.

13. E-Voting: 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 provideitsShareholderswithfacilitytoexercisetheirrightto

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vote at the 22nd 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 Tuesday, September 13, 2016 (10.00 a.m.) and ends on Thursday, September 15, 2016 (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 09, 2016, 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 09, 2016, 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 to her at IITL Projects Limited, Rajabahadur Mansion, 2nd Floor, 28, Bombay Samachar Marg, Fort, Mumbai - 400001.

(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. ForCDSL:16digitsbeneficiaryID,

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) NextentertheImageVerificationasdisplayedandClickon Login.

(ix) Ifyouareholdingsharesindematformandhadloggedonto www.evotingindia.com and voted on an earlier voting of anycompany,thenyourexistingpasswordistobeused.

(x) IfDemat account holder has forgotten his/her existing

passwordthenentertheUserIDandtheimageverificationcodeandclickon‘ForgotPassword’andenterthedetailsas prompted by the system.

(xi) Ifyouareafirsttimeuserfollowthestepsgivenbelow:

For Members holding shares in Demat Form and Physical Form

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

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.

• Incase thesequencenumber is less than8 digits enter the applicable number of 0’s before the number after the first twocharacters of the name in CAPITAL letters. Eg. If your name is Rakesh Kumar with sequence number 1 then enter RA00000001 inthePANfield.

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 theDOB or DividendBankDetails in order to login. If the details are not recorded with the depository or company please enter member id/folio number in the DividendBankdetailsfieldasmentionedininstruction (v)

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

(xiii)Membersholdingsharesinphysicalformwillthenreachdirectly the Company selection screen. However, members holding shares in demat form will now reach ‘Password Creation’menuwhereintheyarerequiredtomandatorilyentertheirloginpasswordinthenewpasswordfield.Kindlynote 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)ForMembersholdingsharesinphysicalform,thedetailscan be used only for e-voting on the resolutions contained in this Notice.

(xv) ClickontheEVSNfor‘IITLProjectsLimited’.

(xvi) On the voting page, you will see “RESOLUTIONDESCRIPTION” and against the same the option “YES/NO” for voting. Select the option YES or NO as desired.

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The option YES implies that you assent to the resolution and option NO implies that you dissent to the resolution.

(xvii)Clickonthe“RESOLUTIONSFILELINK” ifyouwishtoview the entire resolution details.

(xviii)Afterselectingtheresolutionyouhavedecidedtovoteon,clickon“SUBMIT”.Aconfirmation boxwillbedisplayed.If youwish to confirmyour vote, click on “OK”, else tochange your vote, click on “CANCEL” and accordingly modify your vote.

(xix) Onceyou“CONFIRM”yourvoteontheresolution,youwillnot be allowed to modify your vote.

(xx) Youcanalsotakeoutprintofthevotingdonebyyoubyclicking on “Click here to print” option on the Voting page.

(xxi) Afterenteringthesedetailsappropriately,clickon‘SUBMIT’tab.

(xxii)NoteforNon-IndividualShareholders&Custodians:

• Non-Individualshareholders(i.e.otherthanIndividuals,HUF, NRI etc) and Custodians are required to log on to www.evotingindia.com and register themselves as Corporates and Custodians respectively.

• AscannedcopyoftheRegistrationFormbearingthestamp and sign of the entity should be emailed to [email protected].

• After receiving the login details they should createcompliance 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 bemailed to [email protected] and on approval of the accounts they would be able to cast their vote.

• AscannedcopyoftheBoardResolutionandPowerofAttorney (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.

(xx) Incaseyouhaveanyqueriesorissuesregardinge-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].

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 09, 2016.

C. Ms. Chandanbala O. 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 generalmeeting,willfirstcountthevotescastatthemeetingand 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 conclusionoftheAGM,aconsolidatedscrutinizer’sreportofthe 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 exercisetheirvotingrightatthemeeting.

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:Details of the Directors seeking appointment/ Re-appointment at the forthcoming Annual General Meeting [In pursuance of Regulation 36 of SEBI (Listing Obligations & Disclosures Requirements) Regulations, 2015]

Name of the Director Dr. B Samal

Date of Birth 02.03.1943

Nationality Indian

Date of Appointment/ Re-appointment

05.08.2008

Qualifications M.Sc, (Ag.), Ph.D Economics, Post Graduate Diploma in Bank Management conducted by NIBM, Pune.

Expertise in specific functional areas

Hehasmorethan35yearofexperienceintheareasofBanking-RuralCredit,HRD,SecurityrelatedMarketandIndustrialFinance.Hehasserved as Chairman & Managing Director of Allahabad Bank and Industrial Investment Bank of India. He was also a member of Securities of India. He was also a member of Securities Appellate Tribunal (SAT), Ministry of Finance, Government of India and Department of Economic Affairs.

Directorships held in other companies

1. Reliance Capital Limited2. Vipul Limited3. Industrial Investment Trust Limited4. Capital Infraprojects Private Limited 5. MRG Hotels Private Limited6. T K International Limited7. Mayfair Hotels & Resorts Limited8. Future General India Life Insurance Company Limited.8. IITL Marketing Management Private Limited.9. World Resorts Limited

Committee position held in other companies

Audit Committee

Chairman -1. Vipul Limited2. T K International Limited3. Reliance Capital Limited

Member -1. Mayfair Hotels & Resorts Limited2. Reliance Capital Limited

Stakeholders’ Relationship CommitteeChairman- Reliance Capital Limited

Member-NIL

Shareholding in the company NIL *DirectorshipincludesdirectorshipinotherIndianCompaniesandCommitteemembershipsincludesonlyAuditcommitteeandStakeholders’RelationshipcommitteesofIndianpublic companies.

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EXPLANATORY STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013, RELATING TO THE SPECIAL BUSINESS UNDER ITEM NO. 4 & 5 OF THE ACCOMPANYING NOTICE DATED AUGUST 09, 2016

ITEM NO. 4:

The Board of Directors in its Meeting held on May 19, 2014 and on the recommendation of Remuneration Committee, had approved re-appointment and remuneration payable to Mr. D.P. Goyal, Managing Director of the Company, for a period of two years w.e.f July 05, 2014 to July 04, 2016. Also, the aforesaid resolution was placed before the shareholders of the Company for their subsequent approval and was duly approved.

However, disclosure as required under Schedule V Part ii Section II-Paragraph B (iv) of the Companies Act, 2013 was not mentioned inadvertently in the Explanatory Statements attached to the notice forcalling 20th Annual General Meeting of the Company for the Financial Year 2013-14. Therefore, Company hereby seeks ratification from theshareholders of the terms of appointment of Mr. D.P Goyal as Managing Director of the Company.

Disclosures as required Schedule V Part II Section II-Paragraph B (iv)

GENERAL INFORMATION

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

(2) Date or expected date of commencement of commercial production:CertificateofCommencementdatedNovember4,1994.

(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

2013-2014 2012-2013 2011-2012

Total Revenue 208,906,564 170,589,781 204,903,000NetProfitsunderSection 198 of the Companies Act, 2013

(72,264,101) (40,706,032) (1,97,80,756)

NetprofitaftertaxasperStatement of ProfitandLoss

(31,480,262) (20,822,325) (1,27,77,772)

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

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 ofConstruction, 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.

(2) Past remuneration:

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

2011-2012 24,00,000 2,59,713 - - 26,59,716

2012-2013 24,00,000 295,532 - - 26,95,532

2013-2014 26,21,774 299,905 - - 29,21,679

(3) Recognition or Awards: NIL

(4) Job profile and his suitability: Mr. D.P.Goyal as Managing Director 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 businessin 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 Companyforfuturegrowthandexpansion.

(5) Remuneration proposed: Mentioned in the Resolution.

(6) Comparative remuneration profile: The remuneration being paid to him is most reasonable considering the size of the Company, the type ofindustryandhispositionandprofile.

(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.

Mr.D.P.Goyal isnotdisqualified frombeingappointedasaDirector. The Board considers that his continued association would be of immense benefit to the Company and it is desirable to continue toavail the services of Mr. D.P.Goyal as Man aging Director, therefore, the Board recommends the resolution as set out in the Item no.4 of accompanying notice for the approval of members of the Company as Special Resolution.

ExceptMr.D.P.Goyal,beinganappointee,noneoftheDirectorsorKeyManagerial Personnel of the Company or their relatives is concerned or interested,financialorotherwise,intheresolutionsetoutatItemNo.4of the Notice.

ITEM NO.5

The provisions of SEBI Listing Regulations 2015 which came into effect from December 01, 2015 requires approval of shareholders by way of Special Resolution for material related party transactions which are entered into prior to the date of notification of these regulations andwhichmaycontinue beyond such date as prescribed under Regulation 23 of SEBI ListingRegulations,2015.Thereisnoexemptionthereunderevenifsuchtransactionisintheordinarycourseofbusinessoftheentityandonarm’slength basis. A transaction with a related party shall be considered material under Regulation 23 of SEBI Listing Regulations 2015, if the transaction/transactions in a contract to be entered into individually or taken together withprevious transactionsduringa financial year, exceed(s) 10%of theannual consolidated turnover of the company as per the last audited financialstatementsofthecompany.

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The annual consolidated turnover as per the last audited financialstatements for the year 2015-2016 was ` 132.94 Crores.

The details of transactions entered / to be entered with Related Parties are provided hereunder:Particulars Capital

Infraprojects Pvt. Ltd

Golden Palms Facility Management Pvt. Ltd

IITL-Nimbus the Palm Village

IITL-Nimbus the Hyde Park

IITL-Nimbus the Express Park View


Relationship with the Related Party

Joint Venture Associate Company

Joint Venture Joint Venture Joint Venture Holding Company

Maximum limits of Investment / Capital Contribution upto

` 20 Crores

` 10 lacs

` 25 Crores

` 15 Crores

` 25 Crores

-

Borrowings - - - - - ` 75 Crores

The transactions hitherto entered with Related Parties were placed before the Audit Committee for their review and recommendation to the Board. The Audit Committee have reviewed and recommended all the transactions entered with the Related Parties to the Board of Directors from time to time for their approval.Currently, it cannot be ascertained whether the transactions to be entered inthecurrentfinancialyear2016-2017wouldexceedthethresholdof10%ofannualconsolidatedturnoverasperthelatestauditedfinancialresults. The approval of the Shareholders is required to be obtained for the transactions entered / to be entered into and carried out with the Related Parties,fromtimetotime,intheordinarycourseofbusinessandatarm’slength price, during the financial year 2015-2016and for every financial

year thereafter, by way of abundant caution and as a proactive measure.Further, Regulation 23 of SEBI Listing Regulations, 2015 requires the entities fallingunder thedefinitionof relatedparty toabstain fromvotingirrespective of whether the entity is a party to the transaction or not. Accordingly, the Related Parties of the Company who are (or could potentially be considered) as related party are required to abstain from voting on this resolution of the Notice.The Board, therefore, recommends the passing of the resolution set out under Item no. 5 as Ordinary Resolution. None of Directors, other than those representing the Related Parties, Key Managerial Personnel and / or their relatives, are interested and / or concerned in passing of the said resolution

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

Shubhangi Lohia

Company Secretary & Mumbai, August 09, 2016 ComplianceOfficerRegd. Office:Rajabahadur Mansion, 2nd Floor 28, Bombay Samachar Marg Mumbai - 400 001CIN : L01110MH1994PLC082421E-mail [email protected]

9PB



DIRECTORS’ REPORT

Dear Shareholders

Your Directors are pleased to present the 22nd Annual Report of the Company together with Audited Statements of Accounts for the year ended March 31, 2016.

Financial Performance

The summarized standalone and consolidated results of your Company and its associates/joint ventures are given in the table below. (In `)

Particulars Financial Year endedStandalone Consolidated*

31/03/2016 31/03/2015 31/03/2016Total Income 29,306,830 223,314,818 1,329,362,105Profit/(loss) before Interest, Depreciation & Tax (EBITDA) (40,453,044) 56,674,830 (16,986,038) Finance Charges 46,134,551 5,156,810 66,203,367Depreciation 172,212 244,715 757,867Provision for Income Tax (including for earlier years) (138,910) 5,910,104 1,838,146Net Profit/(Loss) After Tax (86,620,897) 45,363,201 (85,785,418) Profit/(Loss) brought forward from previous year (10,335,708) (55,693,654) (7,009,154)Consolidation adjustment 9,842,469Less: Depreciation on transition to Schedule II of the Companies Act, 2013 on tangible fixed assets with nil remaining useful life.

--- (5,255) ---

Less: Profit for Associate for the year --- --- 150,816Profit/(Loss) carried to Balance Sheet (96,956,605) (10,335,708) (82,801,287)From this, the Directors have transferred to: Special Reserve --- --- --- General Reserve --- --- --- Capital Redemption Reserve --- --- ---Leaving a balance to be carried forward (96,956,605) (10,335,708) (82,801,287)

* The Group has prepared and presented its consolidated financial statements for the first time and hence, in terms of AS-21, corresponding (comparative) figures for the previous year have not been presented.Results of operations and state of Company’s affairsThe total loss of the Company for the year ended on March 31, 2016 is ` 293.07 lacs which is lower by about 86.88 % over that for the previous year which was ` 2233.15 lacs, on account of completion of project of the company, and due recognition of the income in accordance with the accounting standard in force. The loss mainly arose on account of the sluggish market conditions and consequent impact on sales in the project developed through SPV.Material changes and commitments that have occurred after the close of the 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.No material changes and commitments have occurred after the close of the year till 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) Rules, 2014, extract of annual return is Annexed as Annexure 1 in the prescribed Form MGT-9, which forms part of this report.

Consolidated Accounts

The Consolidated Financial Statements of your Company for the financial year 2015-16, are prepared in compliance with applicable provisions of the Companies Act, 2013, Accounting Standard and the Listing Regulations. The Consolidated Financial Statements have been prepared on the basis of audited financial statements of the Company, its associates and joint ventures.Business OverviewThe 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).

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

1110



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 overall comprises of 4 towers and total 334 residential flats, of this 312 residential flats have been sold as on date. Residents Welfare Association (RWA) is in the formative stage and soon thereafter the complex will be handed over to the Residents Association.

Projects being developed by the Company through SPVs:

1) The Hyde Park

2) The Golden Palms

3) Express Park View-II &

4) The Golden Palm Village

Statement containing salient features of Associate Companies/Joint Ventures

Pursuant to sub-section (3) of section 129 of the Companies Act, 2013, the statement containing the salient features of the financial statement of a company’s associate and joint ventures is given 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, 2016.

Management Discussion and Analysis

The Management Discussion and Analysis Report comprising an overview of the financial results, operations/ performance and the future prospects of the Company forms part of this Annual Report, as required under Regulation 34 of SEBI Listing Regulations, 2015.

Change in Capital Structure

During the year under review, there was no change in the Capital Structure of the Company.

Internal Financial controls and their adequacy

The Company has in place adequate financial controls with reference to financial statements. The Internal Financial Controls commensurate with the size and nature of business of the Company. The Company engaged the services of M/s Deloitte Touche Tohmatsu India Limited Liability Partnership (‘DTILLP”), external consultants for proving Advisory Services in Internal Controls over Financial Reporting of the Company.

During the year, the Company has appointed M/s JPJ & Associates, a consulting /audit firm for determining the adequacy and operating effectiveness of Internal Financial Control’s operating in the Company and such controls were tested based on the Risk Control Matrix (RCM) validated and Gap Analysis Report submitted by M/s Deloitte Touche Tohmatsu India Limited Liability Partnership and no reportable material weaknesses in the design or operation were observed.

Directors and Key Managerial PersonnelRetiring by RotationAs per the provision of the Companies Act, 2013 and in accordance with the Articles of Association of the Company, Dr. B. Samal will retire at the ensuing AGM of the Company and being eligible, seeks re-appointment. The Board recommends their re-appointment.Resignation Mr. R.S. Loona has resigned as the Director of the Company with effect from June 21, 2016. The Board places on record, its appreciation or the valuable contributions made by him during his tenure as Director of the Company.Chief Financial OfficerOn the recommendation of the Nomination and Remuneration Committee, the Board has appointed Mr. Kaushik Desai as Chief Financial Officer cum Key Managerial Personnel of the Company in its meeting held on January 29, 2016. Mr. Kaushik Desai also holds the position of Chief Financial Officer and Key Managerial Personnel of the Holding Company, Industrial Investment Trust Limited as permitted by the Companies Act, 2013Company Secretary and Compliance OfficerDuring the year, Ms. Reena Shah, Company Secretary, KMP and Compliance Officer of the Company resigned from the services of the Company. The resignation was effective from April 16, 2016.Consequent to Ms. Reena Shah’s resignation, the Board appointed Ms. Shubhangi Lohia as the Company Secretary, KMP and Compliance Officer of the Company. The appointment was effective from April 18, 2016.Key Managerial PersonnelPursuant to provision of Section 203 of the Companies Act, 2013 the Key Managerial Personnel of the Company are - Mr. D.P. Goyal, Managing Director, Mr. Kaushik Desai, Chief Financial Officer and Ms. Shubhangi Lohia, Company Secretary & Compliance Officer of the Company.Familiarization Programme for Independent DirectorsThe 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.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/AboutUs.aspxBoard Evaluation The Board evaluated the effectiveness of its functioning and that of Committees and Individual Directors based on the data collected from the Evaluation Forms which was been received from all the Directors of the Company pursuant to the provision of the Act and the Corporate Governance Requirements as prescribed by SEBI(Listing Obligations and Disclosures Requirements) Regulations, 2015.

1110



The aspect covered in the evaluation included the contribution to and monitoring of corporate governance, development and periodic review of organization strategy and fulfillment of Director’s obligations and fiduciary responsibilities, including but not limited to active participation at the Board and Committee Meetings.Further, the Independent Directors had their separate meeting within the year under review wherein they reviewed the performance of the Board, Chairman of the Board and of other Non-Executive Directors.

Meeting of the Board During the year, five meetings of the Board of Directors were held. For details of the meeting of the Board, please refer to the Corporate Governance Report, which forms part of this report.Directors’ Responsibility StatementPursuant 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, 2016, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

(b) Such accounting policies have been selected and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31, 2016 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 GovernanceYour 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, in terms of Regulation 34 of SEBI Listing Regulations, 2015 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 DirectorsThe Company has received the necessary declarations from all the Independent Directors of the Company in accordance with Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence as laid out in sub-section 6 of Section 149 of the Companies Act, 2013 confirming that, they meet the

criteria of independence as prescribed both under the Act and in accordance with Regulation 16(b) of SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015. Nomination and Remuneration policyThe Board of the Directors have 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 is annexed at the end of the Corporate Governance Report.Particulars of Loans given, Investments made, Guarantees given and Securities providedThe details of loans given, investments made, guarantees given and securities provided 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 ApplicableRisk ManagementThe Company has formulated a Risk Management Policy. The Company through the Committee for Risk Management 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. The Committee submits its recommendations and comments for Board’s review and necessary action.Related Party TransactionsThe 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 weblink viz. http://www.iitlprojects.com/AboutUs.aspx.

All Related Party Transactions are placed before the Audit Committee and also the Members/Board for their approval, wherever necessary. During the year there were no new Related Party Transactions.

However, a NIL statement is annexed herewith as Annexure 3 in the prescribed Form AOC-2

None of the Directors has any pecuniary relationships or transactions vis-à-vis the Company. 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

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

Secretarial Audit Pursuant to Provision of Section 204 of the Companies Act, 2013 and rules made thereunder, the Company has appointed M/s. Chandanbala Jain & Associates, Practicing Company Secretaries (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. The said Report does not contain any adverse observation or qualification requiring explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

Vigil Mechanism / Whistle Blower PolicyThe 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.

Significant and material orders passed by the regulatorsDuring the period under review, there were no significant and material orders passed by the regulators/ courts or tribunals that would impact going concern status of the Company and its future operations.

Particulars of Employees and related disclosuresA) 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, 20141) The percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary during the financial

year 2015-16, ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2015-16 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

2014-15(` in lakh)

% increase inRemuneration

in the Financial Year

2015-16

Ratio ofremuneration of each

Director/to medianremuneration of

employees

Comparison of theRemuneration of

the KMP against the performance of the

Company1. Mr. D.P.Goyal

Managing Director27,00,000 ^ 0% 4.81 Profit Before Tax decreased

by 269.11% and Profit After Tax decreased by 290.95% in financial year 2015-16.

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

2,00,000(Sitting Fees)

11% 0.36 -

3. Mr. Bipin AgarwalNon Independent Non-Executive Director


11% 0.18 -

4. Mr. R.S.Loona # Independent Director


4% 0.46 -

5. Mr. Venkatesan Narayanan Independent Director


4% 0.50 -

6. Mr. Milind S. Desai Independent Director


18% 0.46 -

7. Mrs. Beroz Rumie Gazdar ## Independent Director


400% 0.18 -

8. Ms. Reena Shah * Company Secretary

5,62,500 22.28% Not Applicable Profit Before Tax decreased by 269.11% and Profit After Tax decreased by 290.95 %

in financial year 2015-16.^ The remuneration of Mr. D.P.Goyal is considered after excluding the amount of reimbursement of expenses of ` 296,263/- for the

Financial Year 2015-16

Auditors and Auditors ReportAt the Annual General Meeting of the Company held on August 30, 2014 M/s. Deloitte Haskins & Sells, Chartered Accountants (Firm Registration No. 117365W) were appointed as the Statutory Auditors for the period of four years which is subject to annual ratification by the members of the Company in terms of Section 139 of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014.

Accordingly, the appointment of M/s. Deloitte Haskins & Sells, Chartered Accountants as statutory auditors of the Company, is place for ratification by the Members in the ensuing AGM of the Company for the financial year 2016-17.

A certificate from M/s. Deloitte Haskins & Sells, Chartered Accountants that their appointment is within the prescribed limits under Section 141 of the Companies Act, 2013 has been obtained.

There are no qualifications or adverse remarks in the Statutory Auditors’ Report which require any explanation or clarification from the Board of Directors.

1312



# Mr. R.S. Loona has ceased to be a Director of the Company w.e.f June 21, 2016.

## Ms. Beroz Rumie Gazdar was appointed as Independent Director by Board w.e.f 30.03.2015

* Ms. Reena Shah has tendered her resignation as a Company Secretary & Compliance Officer w.e.f April 16, 2016.

Notes: 1) The remuneration to Directors includes sitting fees paid to

them for the financial year 2015-16.

2) The Median remuneration of employees of the Company during the financial year 2015-16 was ` 5.60 lakh

3) In the financial year, there was an increase of 21% in the median remuneration of employees;

4) There were 11 permanent employees on the rolls of Company as on March 31, 2016;

5) Relationship between average increase in remuneration and Company performance: -

The Profit before tax for the financial year ended March 31, 2016 decreased by 28.62% whereas the increase in median remuneration was 21%.

6) Comparison of Remuneration of the Key Managerial Personnel(s) against the performance of the Company:

The total remuneration of Key Managerial Personnel increased from ` 31.66 lakh to ` 32.62 lakh in 2015-16 whereas the Profit before Tax decreased by 269.21% indicating a Loss of ` 867.59 lakh in 2015-16 as against (Profit of ` 512.73 lakh in 2014-15).

7) a) Variation in market capitalization of the Company : The market capitalization as on March 31, 2016 was `1297.63 lakh (` 1023.13 lakh as on March 31, 2015)

b) Price Earnings ratio of the Company was (1.34) as at March 31, 2016 and was 2.90 as at March 31, 2015 indicating a decline of 1.46 % over the year.

c) Percentage increase over/decrease in market quotations of the shares of the Company as compared to rate at which the Company came out with the last public offer in the year - The closing price of the Company’s equity shares on the BSE as on March 31, 2016 was ` 26.00.

8*) Average remuneration made in the last financial year i.e 2014-15 was ` 7,65,338 whereas for current financial year i.e, 2015-16 the same stood at ` 7,29,379 signifying a decrease of 4.69%.

*Only employees other than KMP i.e. WTD / CFO / CS and who were employees in both the years i.e. 2015 and 2016 have been considered.

9) The key parameters for the variable components of remuneration availed by the directors are considered by the Board of Directors based on the recommendation of the Nomination and Remuneration Committee as per the Remuneration Policy for Directors, key Managerial Personnel and Senior Management.

10) The ratio of the remuneration of the highest paid director to that of the employees who are not director but receive remuneration in excess of the highest paid director during the year - Not Applicable; and

11) 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 DepositsThe 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 2015-2016:

• No. of complaints received- Nil

• No. of complaints disposed off - Nil

AcknowledgementYour 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 09, 2016 (DIN: 00001276) (DIN: 03132505)

1514



Annexure 1Form No. MGT-9

EXTRACT OF ANNUAL RETURN

as on the financial year ended on 31st March, 2016of

IITL 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: L01110MH1994PLC082421

ii) Registration Date: 26.10.1994

iii) Name of the Company IITL Projects Limited

iv) Category/ Sub-Category of the Company Public Company / Limited by shares

v) Address of the Registered office and contact details 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, Mumbai- 400011 Tel: 022- 23012518 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 company

1 Construction and Real Estate Development 41001 100%

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES -

S. No.

Name and address of the Company CIN/GLN Holding/Subsidiary/Associate

% 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 Private Limited Vikasdeep Building, District Centre, Laxmi Nagar, Delhi-110092

U74140DL 2015PTC278085 Associate 50 2(6)

1514



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/F1 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 277678 1100 278778 5.59 263235 1100 264335 5.30 0.29ii) Overseas 0 0 0 0.00 0 0 0 0.00 0.00b) Individuals i) Individuals Shareholders holding nominal share capital upto ` 1 lakh

108184 54115 234229 4.69 198235 54115 252350 5.06 0.37

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

284946 594500 879446 17.62 266359 594500 860859 17.25 0.37

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

2568 0 2568 0.05 96 0 96 0.00 0.05

Hindu Undivided Family 15462 0 15462 0.31 22382 0 22382 0.45 0.14Clearing Member 0 0 0 0 10531 0 10531 0.21 0.21Sub-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

1716



(ii) Shareholding of Promoters

Sl No.

Shareholder’s Name Shareholding at the beginning of the year

Shareholding at the end of 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

% change in share holding

during the year

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

% of total shares of the company

No. of shares

% of total shares of the Company

1


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


No. of shares


1 Nostalgia Finvest Private 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)

204039 4.08 204039 4.08

2 Prashant M Dakle



No Change


194700 3.90 194700 3.90

1716



3 Mohan Lal Sehajpal



No Change


73775 1.47 73775 1.47

4 Vinay Raj Singh



No Change


69300 1.38 69300 1.38

5 V K Singh HUF



No Change


67700 1.35 67700 1.35

6 Rajesh M Lihala



No Change


67400 1.35 67400 1.35

7 Anita Deora



No Change


66700 1.33 66700 1.33

8 Champshi Punshi Faria



No Change


66100 1.32 66100 1.32

1918



9 Rahul Arun Bagaria At the beginning of the year 62600 1.25 62600 1.25 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


62600 1.25 62600 1.25

10 Venu Thukkaraman Raman At the beginning of the year 59088 1.18 59088 1.18 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


59088 1.18 59088 1.18

(v) Shareholding of Directors and Key Managerial Personnel:

Sl. No.

Name

Shareholding at the beginning of the year


No. of shares


No. of shares


DIRECTORS:

1 Bipin Agarwal



No Change

At the End of the year 0 0 0 0.00

2 Dr. Bidhubhushan Samal



No Change


3 R.S. Loona



No Change


1918



4 D.P.Goyal



No Change


5 Venkatesan Narayanan



No Change


6 Milind Desai



No Change


7 Beroz Rumie Gazdar



No Change


KEY MANAGERIAL PERSONNEL:

1 Reena Shah


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


2 Kaushik Desai (w.e.f. 29/01/2016)



No Change


2120



V. INDEBTEDNESS

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

Secured Loans excluding

deposits (in `)

Unsecured Loans (in `)

Deposits (in `)

Total Indebtedness

(in `)

Indebtedness at the beginning of the financial year

145,000,000

i) Principal Amount NIL 45,75,205 NIL NIL

ii) Interest due but not paid NIL NIL NIL NIL

iii) Interest accrued but not due NIL NIL NIL NIL

Total (i+ii+iii) NIL 149,575,205 NIL NIL

Change in Indebtedness during the financial year

NIL NIL NIL

* Addition NIL 21,98,00,000 NIL NIL

* Reduction NIL NIL NIL NIL

Net Change NIL 21,98,00,000 NIL NIL

Indebtedness at the end of the financial year

NIL NIL NIL

i) Principal Amount NIL 36,48,00,000 NIL NIL

ii) Interest due but not paid NIL 3,61,06,600 NIL NIL

iii) Interest accrued but not due NIL NIL NIL NIL

Total (i+ii+iii) NIL 40,09,06,600 NIL NIL

VI REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director, Whole-time Directors and /or Manger:

Sl. No.

Particulars of Remuneration

Name of MD/WTD/Manager

Mr. D.P.Goyal1 Gross salary

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

` 27,00,000/-

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

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

NIL

2 Stock Option NIL

3 Sweat Equity NIL

4 Commission

as % of profit NIL

others, specify NIL

5 others, please specify NIL

Total (A) ` 27,00,000/-Ceiling as per the Act Minimum 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)

2120



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

Sl. No.

Particulars of Remuneration

Name of DirectorsMr.

R.S.LoonaMr. V.

NarayananMr. Milind

DesaiMs. Beroz

Rumie GazdarTotal

Amount1 Independent Directors

Fee for attending board committee meetings 260,000 280,000 260,000 1,00,000 900,000Commission -- -- -- -- --Others, please specify -- -- -- -- --Total (1) -- -- -- --

2 Other Non-Executive Directors Dr. B. Samal

Mr. Bipin Agarwal

-- -- --

Fee for attending board committee meetings 200,000 1,00,000 300,000Commission -- -- -- -- --Others, please specify -- -- -- -- --Total (2) -- -- -- -- 300,000Total (B)=(1+2) -- -- -- -- 12,00,000Total Managerial Remuneration -- -- -- -- --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. Particulars of Remuneration Key Managerial Personnel CEO Company

Secretary (Reena Shah)

CFOKaushik Desai*

(w.e.f. 29/01/2016)1 Gross Salary

Not Applicable

NIL

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

562,500

b) Value of perquisites u/s 17(2) Income -tax Act, 1961 NIL c) profits in lieu of salary under section 17(3) Income-tax Act, 1961 NIL2 Stock Option NIL3 Sweat Equity NIL4 Commission as % of profit others, specify NIL5 Others, please specify NIL Total 562,500

*Mr. Kaushik Desai is the Group CFO and is paid remuneration from our Holding Company.

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. COMPANYPenalty

NILPunishmentCompoundingB. DIRECTORSPenalty

NILPunishmentCompoundingC. OTHER OFFICERS IN DEFAULTPenalty

NILPunishmentCompounding

2322



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 subsidiary1. Reporting period for the subsidiary concerned, if different from the holding company’s reporting period

N.A.

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 & surplus5. Total assets6. Total Liabilities7. Investments8. Turnover9. Profit before taxation10. Provision for taxation11. Profit after taxation12. Proposed Dividend13. % of shareholding

The following information shall be furnished:-1. Names of subsidiaries which are yet to commence operations - Nil2. Names of subsidiaries which have been liquidated or sold during the year. Nil

Part “B”: Associates and Joint Ventures (Amt in `)Sr. No.

Name of Associates / Joint Ventures Capital Infraprojects

Pvt. Ltd.

IITL Nimbus The Express Park

View-II

Golden Palms Facility

Management Private Limited

IITL Nimbus The Hyde Park

IITL Nimbus The Palm Village

1 Latest audited Balance Sheet Date 31st March, 2016 31st March, 2016 31st March, 2016 31st March, 2016 31st March, 20162 Shares of Associate/Joint Ventures held by the

company on the year end

i. No. of Equity Shares 5,00,000 50,000 ii. No. Preference Shares 1,12,50,000 ii. Amount of Investment in Associates / Joint

Venture (Amount in `) Equity shares/Partner’s Capital 2,02,37,500 - 4,50,00,000 22,00,00,000 Preference Shares 12,50,00,000 - - - -iii. Extend of Holding % Equity shares/Partner’s Capital 50% 47.50% 50% 50% 47.50% Preference Shares 55.55%

3 Description of how there is significant influence Note -A Note-B Note-A Note-B Note-B 4 Reason why the associate/ joint venture is not

consolidated NA NA NA NA NA

5 Networth attributable to Shareholding as per latest audited Balance Sheet (Amount in `)

14,2460,792 (1,51,11,066) 7,26,224 9,75,70,636 17,17,33,527

6 Profit/Loss for the year 10,879,380 47,650,705 6,385 (1,434,291)i. Considered in Consolidation (Amount in `)* 8,35,478 5,06,076 1,50,816 15,96,124 (1,78,31,924)

1. Name of associates which are yet to commence operations- Not Applicable2. Name of associates / joint ventures which have been liquidated or sold during the year - Not Applicable

* Note:A. There is significant influence due to percentage of share capitalB. There is significant influence due to percentage of capital of these partnerships firm held by the CompanyC. Name of associates which are yet to commence operations - Not ApplicableD. Name of associates/joint ventures which have been liquidated or sold during the year - Not Applicable


Bipin Agarwal D.P.Goyal Place : Mumbai Director Managing Director Date : August 09, 2016 (DIN 00001276) (DIN 03132505)

2322



Annexure 3

AOC-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 - 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 - 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, if any:

(f) Amount paid as advances, if any:


Bipin Agarwal D.P.Goyal Director Managing Director (DIN 00001276) (DIN 03132505)

Place: Mumbai Date: August 09, 2016

2524



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 provided in the table here 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 weblink.

Weblink: http://www.iitlprojects.com/AboutUs.aspx

2. The composition of the CSR Committee :

Dr. B. SamalMr. Bipin AgarwalMr. Venkatesan Narayanan

3. Average Net Loss of the company for last 3 financial years : ` (67,001,833/-)

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 : Nil

b) amount un-spent, if any : Nil

c) 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 2015-2016.

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 09, 2016 Managing Director Chairman, CSR Committee

2524



Annexure 5Form MR-3

SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED MARCH 31, 2016

[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration 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, 2016 (“the reporting 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, 2016 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, 2009; (Not applicable to the company during the Audit Period)

(d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999; (Not applicable to the company during the Audit Period)

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

(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;

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

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

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

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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.

(vi) We have relied on the representation made by the Company and its Officers for systems and mechanism 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 Uttar Pradesh Apartment (Promotion of Construction, Ownership & Maintenance) Act, 2010

Property Related Acts:1. Registration Act, 19082. Indian Stamp Act, 18993. Transfer of Property Act, 1882

Environmental Related Acts:1. The Water (Prevention & Control of Pollution) Act, 19742. The Air (Prevention & Control of Pollution) Act, 1981 3. National Green Tribunal Act, 2010

Labour Laws:1. Employees Provident Fund and Miscellaneous Provisions Act, 19522. Employees’ State Insurance Act, 19483. The Payment of Gratuity Act, 1972

We further report, that the compliance by the company of applicable financial laws, like direct and indirect tax laws, 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.

Majority decision is carried through while the dissenting members’ views, if any, are captured and recorded as part of the minutes.

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, there was no event / action having major bearing on the Company’s affairs.

For Chandanbala Jain and Associates

Chandanbala O. Mehta Practising Company Secretaries

FCS: 6122 Place: Mumbai C.P. No.: 6400Date: August 09, 2016

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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 Associates

Chandanbala O. Mehta Practising Company Secretaries

FCS: 6122 Place: Mumbai C.P. No.: 6400Date: August 09, 2016

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MANAGEMENT DISCUSSION AND ANALYSIS REPORT

INDIAN ECONOMY

During the fiscal year 2015-2016, Indian Economy became the fastest growing with a GDP growth of 7.6 percent. This was despite adverse global economic circumstances that put a lot of pressure on earnings, exports and overall development. The government was able to contain the fiscal deficit. RBI cut the key interest rates and the repo rate. This started showing a visible positive impact on the economy. Industrial growth started reviving,crude oil prices stabilized at a favorable price band for India, CPI inflation decreased. Factoring all this in, the Indian economy is poised to grow at a healthy rate of 7.7- 7.8 percent during the current fiscal. Inherent weaknesses in the system and inadequate infrastructure development continue to impede faster growth.

OVERVIEW OF REAL ESTATE INDUSTRY IN INDIA:The real estate sector in India has been going through turbulent times for past two/three years resulting in subdued demand and limited liquidity which impacted new launches as well.

The real estate market in India lacked regulation, transparency and systematic process. The enactment of The Real Estate (Regulation and Development) Act, 2016, which came into effect from May 1, 2016, will bring in efficiency and transparency to the real estate sector and will safeguard the interest of the buyers. This law makes it mandatory for developers to post all information on issues such as project plan, layout, government approvals, land title status, sub contractors to the project. Rules for implementing the provisions of the Act will be formulated by the Central and State Governments within six months - by October 31,2016 - the maximum period stipulated in the Act. The relief to the home buyers will be the setting up of Real Estate Regulatory Authorities (RERA), which will require all projects to be registered, and the formation of Appellate Tribunals to adjudicate disputes. RERA will not only help in expediting the completion of ongoing projects but also immunize buyers from any fraudulent practices.

On account of the regulatory reforms, investor activity in the real estate sector is expected to pick up in the current fiscal year. Both RBI and Central Government have taken steps to revive the real estate market. The RBI has reduced the interest rates which will allow prospective buyers to avail cheaper home loans from banks. Exemptions provided on housing loan interest for first time buyers and an affordable housing will bring relief to the residential property market. The Government’s ambitious projects like ‘Housing For All By 2022’ and ‘Construction of 100 smart cities’, will now get a boost due to substantial participation by foreign investors. FDI in real estate sector is expected to provide a significant boost to the sector in terms of greater foreign capital inflow. The setting up of the Real Estate Regulatory Authority to ensure time-bound delivery of projects and more efficient and transparent dealings with developers, point towards consumers gaining trust and coming back to invest in the market. The residential segment has taken a giant leap in the last one decade especially in Delhi NCR. However demand for housing projects was impacted in the last 2-3 years and it is expected to revive in the coming months.

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 acquired plot of land on long term lease 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, under Builders Residential Scheme (BRS) of the New Okhala Industrial Development Authority (NOIDA) and Yamuna Expressway Authority (YEA). The total lease hold area allotted to the Company 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 overall comprises of 4 towers and total 334 residential flats, of this 312 residential flats have been sold as on date. Residents Welfare Association (RWA) is in the formative stage and soon thereafter the complex will be handed over to the Residents Association.

Projects being developed by the Company through SPVs are as under:

1) The Hyde Park - This project is jointly developed by the Company with Nimbus Projects Limited. It comprises of 2044 residential flats in 23 towers. Out of which 1450 flats have been sold as on date. The Completion Certificate have been received for all the towers in Phase I comprising of 17 Towers. The remaining 6 Towers are in progress and the flats are expected to be delivered by next year.

2) The Golden Palms - This Project is jointly developed by the Company with Nimbus Projects Limited. It comprises of 1408 residential flats in 13 towers, of this 881 flats have been sold as on date. Completion Certificate of 7(seven) towers has been received and these towers are soon to be released for possession to the Buyer.

3) Express Park View-II - This Project is jointly developed by the Company with Nimbus Projects Limited and Assotech Limited. Phase I of this project comprises of 10 towers of total 1668 residential flats of which 698 flats have been sold as on date. Structure work is completed for all the 10 Towers in Phase 1. Phase II of this Project will be taken up as the market improves.

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

2928



For all the 5 (five) projects launched as mentioned above Architects and Contractors of repute are engaged. Construction materials used are of branded and standard quality. Each of the projects has a separate qualified team to monitor its progress and completion.

The crisis in real estate industry over the last 2-3 years has dented the earnings of the Company and its Joint Ventures which in turn has impacted the profits of the Company Now, with the improving market scenario, we expect the current position of our Company to improve which would result in profits again.

OPPORTUNITIES, THREATS AND RISKS AND CONCERNS:

The Company is exposed to specific risks which are particular to its business and environment in which it operates. 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 prone to competition. The challenge for the Company to maintain pricing has been an serious issue. Competitors with different schemes for the buyers are emerging in the industry. The Company has also laid down a Policy on Risk Management to identify, evaluate analyze and priorities risk. The risks which are evaluated or anticipated are addressed from time to time.

The Government’s proposal of 100 percent deduction to undertakings for construction of affordable housing is a positive move, and will give a boost to the affordable housing segment. The enactment of The Real Estate (Regulation and Development) Act, 2016 and the Rules is a positive development,but property experts are of the opinion that the new rules should also address problems faced by builders in getting sanctions and approvals in a timely manner.

FINANCIAL REVIEW

The total income of the Company for the year ended as on March 31, 2016 is `293.07 lakhs which is lower by 86.88% over that for the previous year which was `2233.15 lakhs due to increase in finance cost and increase in Company’s share of losses in Jointly Controlled Entities, resulting in pre-tax loss of `867.60 lakhs for the year as against the pre-tax profit of `512.73 lakhs for the preceding year. This change is due to the slow pace of sales in the flats and is expected to improve as the sale of flats picks up.

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.

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, 2016, the total number of employees was 11.

OUTLOOK FOR 2016-17:The year 2016-17 has begun on a positive note. During the first half of the current fiscal year, the sales have started picking up. There were some concessions announced in the budget, one being the exemption of DDT (Dividend Distribution Tax) from Real Estate Investment Trusts (REITs). With this it can be expected that a major amount of investments will be made in the sector. Also service tax has been exempted for construction of houses less than 645 sq. ft. (approx.). This will reduce the burden on buyers of such flats of smaller size and will give the positive outlook on buyers overall.

Global factors will have an impact in the current environment, but low inflation rate coupled with low interest rates and a surging economy will doubtlessly induce faster growth in the residential real estate sector in the mid to long term. After witnessing sliding profits over the past years, the residential real estate market is in desperate need of a stimulus to revive the sector. While the government’s decision to relax the foreign direct investment norms in real estate is expected to play a critical role in addressing the concerns on the supply side, the recommendations of the Seventh Central Pay Commission is also being termed a potential game changer on the demand side. The pay panel proposes a hefty salary and pension hike for Central government employees and pensioners. Thus, the demand might witness a surge as a higher disposable income in the hands of a substantial chunk of the population might just motivate investment in residential property.

Looking ahead, your Company is of the opinion that upon improvement of sales in the current fiscal, the earnings of the Company and its Joint ventures 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. GoyalManaging Director

(DIN: 03132505)

Date : August 09, 2016Place : Mumbai

3130



1. COMPANY’S PHILOSOPHY ON CODE OF GOVERNANCE:

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. The Board of Directors, Management and Employees of the Company consistently envisage towards attainment of highest level of transparency, integrity, accountability and fairness in all operations of the Company.

Our Company is in compliance with the Corporate Governance guidelines as stipulated under SEBI Listing Regulations, 2015. A report on compliance with the provisions of Corporate Governance as prescribed by SEBI in Chapter IV read with Schedule V of the Listing Regulations is given hereunder:

2. BOARD OF DIRECTORS: The Board consists of experienced professional drawn from

diverse fields The Board as on March 31, 2016 consist of seven members of which four are Independent Directors. The composition is in conformity with Regulation 17 of the SEBI Listing Regulations read with Section 149 of the Act.a) Independent Directors are non-executive directors are 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 16(1) (b) of the SEBI Regulations read with Section 149(6) of the Act.

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

REPORT ON CORPORATE GOVERNANCE

c) The names and categories of the Directors on the Board, their attendance at the Board Meetings during the year 2015-16 and at Last Annual General Meeting and also the number of Directorship and Committee Membership/Chairmanship held by them in various companies are given below:

FY 2015-16Name of the Director Category Number of board

meetings held during the year 2015-16

Whether attended Last AGM held on

September 16, 2015

Number of Committees positions held in other

public companies

No. of other directorships

held*Held Attended Chairman Member

Dr. B. Samal NI/NEC 5 5 Yes 3 3 7Mr. Bipin Agarwal NI/NE Promoter 5 4 Yes 1 1 6Mr. R. S. Loona** I/NE 5 5 Yes 1 3 4Mr. Venkatesan Narayanan I/NE 5 5 Yes Nil 2 3Mr. D.P.Goyal Managing Director 5 4 Yes Nil Nil NilMr. Milind S. Desai I/NE 5 5 Yes Nil 1 1Mrs. Beroz Rumie Gazdar I/NE 5 4 Yes Nil Nil Nil

NI - Non Independent Director I - Independent Director NE - Non Executive Director NEC - Non Executive Chairman* Excludes Alternate Directorships and Directorships in Foreign Companies, Private Companies and Companies registered under

Section 8 of Companies Act, 2013.** Mr. R.S. Loona has ceased to be a director of the Company w.e.f June 21, 2016# Excludes Committees other than Audit Committee and Stakeholders Relationship Committee of Public Limited Companies.

d) During the year, information as mentioned in Regulation 27 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 to the extent applicable to the Company has been placed before the Board for its consideration.

e) Meetings of the Board of Directors: The meetings of the Board are scheduled well in advance. The Board meets at least once in a quarter, inter alia to review the

performance of the Company. For each meeting, a detailed agenda is prepared in consultation with the Chairman. During the year 2015-16, five Board Meetings were held i.e. on, May 30, 2015, August 04, 2015, November 06, 2015, January 29,

2016 and March 15, 2016. The necessary quorum was present for all the meetings.f) 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.

The Independent Directors fulfill the conditions of independence specified in Section 149(6) of the Companies Act, 2013 and Rules made thereunder and meet with requirement of Regulation 25 of SEBI (Listing Obligations & Disclosure Requirements) entered into with the Stock Exchange. A formal letter of appointment has been issued to the Independent Directors. The terms and conditions of appointment have been disclosed on the website of the Company viz. www.iitlprojects.com.

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3. FAMILIARISATION PROGRAMME: The Company has formulated a Familiarisation 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

The Company shall conduct periodical meetings and make presentations to familiarize Independent Directors with the strategy, operations and functions of the Company. During the year under review a meeting of Independent Director was held on March 9, 2016. The Independent directors inter-alia, reviewed the performance of non-independent directors, Chairman of the Company and Board as a whole.

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

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

Obligations & Disclosure 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 shall suitably incorporate 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 the Annual Report.

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

Code of Conduct for Prohibition of Insider Trading The Company has adopted a Code of Conduct for Prevention

of Insider Trading in accordance with the requirements of Securities and Exchange Board of India (SEBI) (Prohibition of Insider Trading) Regulations, 2015. The Code is amended from time to time reflecting the changes brought in by SEBI in the Insider Trading Regulations. The Code is applicable to Promoters and Promoter group, all Directors and such Designated Employees who are expected to have access to the Unpublished Price Sensitive Information relating to the Company. The Company Secretary is a Compliance Officer for monitoring adherence to the said Regulations.

5. COMMITTEES OF THE BOARD: The Board has constituted the following Committees of

Directors:a) Audit Committee: The Audit Committee was constituted on June 30, 2001.

It was last reconstituted on March 23, 2013. The Audit Committee which acts as a link between the management, external and internal auditors and the Board of Directors of

the Company is responsible for overseeing the Company’s financial reporting process by providing direction to audit function and monitoring the scope and quality of internal and statutory audits. 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 & Disclosure Requirements) Regulations, 2015. The representatives of Statutory Auditors are permanent invitees to the Audit Committee Meetings. They have attended all the Audit Committee meetings during the year.

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 to be 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;

3332



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.

During the year under review, four meetings of the Audit Committee were held, the dates being May 30, 2015, August 04, 2015, November 06, 2015 and January 28, 2016.

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 2015-16Held Attended

Mr. Milind S. Desai

Independent Director / Chairman

4 4

Dr. B. Samal Independent Director / Member

4 4

Mr. R. S. Loona*

Independent Director / Member

4 4

Mr. Venkatesan Narayanan

Independent Director / Member

4 4

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

* Mr. R. S. Loona has ceased to be a director in the Company w.e.f. 21st June, 2016

Ms. Reena Shah, Company Secretary & Compliance Officer has tendered her resignation w.e.f April 16, 2016 and in her place Ms. Shubhangi Lohia was appointed as the Company Secretary & Compliance Officer of the Company w.e.f. April 18, 2016.

Mr. Milind Desai, the Chairman of Audit Committee was present at the Annual General Meeting held on September 16, 2015.

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

b) Nomination and Remuneration Committee: The nomination and remuneration committee of the

Company is constituted in line with the provisions of Regulation 19 of SEBI Listing Regulation read with Section 178 of the Act. The Committee was last reconstituted on July 24, 2014. The Nomination and Remuneration Committee comprises of three Non-Executive Directors.

Term 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:

3332



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

During the year under review, two meetings of Nomination and Remuneration Committee were held on August 04, 2015 and January 28, 2016

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

Nomination and Remuneration Committee Members

Status No. of Nomination and Remuneration Committee

Meetings AttendedMr. R. S. Loona* Chairman 2Mr. Venkatesan Narayanan Member 2Mr. Milind S. Desai Member 2

All the Members of Nomination and Remuneration Committee are Non-Executive Director.

*Mr. R.S. Loona has ceased to be a Director of the Company w.e.f June 21, 2016.

The Nomination and Remuneration Policy is annexed at the end of this Report.

Mr. D. P. Goyal, Managing Director of the Company was paid remuneration during the financial year as per the recommendation of the Nomination & Remuneration Committee at its meeting held on August 04, 2015 and approved by the Members at the Annual General Meeting held on September 16, 2015. The tenure of office of the Managing Director is for a period of 1 year w.e.f. July 5, 2016. 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 2015-16 is given below: Name Salary

`Perquisites

`Contribution

to P.F and other funds

`

Total`

Mr. D.P.Goyal 27,00,000 296,263 Nil 2,996,263

Details of remuneration paid to Non-Executive Directors for the year 2015-2016 are given below:

Sitting Fees (excluding Service Tax)

Name Board Meetings

`

Committee Meetings

`

Total

`

Dr. B. Samal 100,000 100,000 200,000Mr. Bipin Agarwal 80,000 20,000 100,000Mr. R. S. Loona 100,000 160,000 260,000Mr. Venkatesan Narayanan 100,000 180,000 280,000Mr. Milind S. Desai 100,000 160,000 260,000Mrs. Beroz Rumie Gazdar 80,000 20,000 100,000

None of the directors held any equity shares in the company as on March 31, 2016.

Stock Option:

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

c) Stakeholders’ Relationship Committee:

The Board had constituted Stakeholders’ Relationship Committee on December 16, 2002. The Committee was last reconstituted on May 14, 2013. All the members of the Committee are Non-Executive and Independent Directors.

The Stakeholders’ Relationship Committee is constituted in line with the provisions of Regulation 20 of SEBI Listing Regulations read with Section 178 of the Companies Act.

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

3534



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 transfer/transmission and grievances received from the shareholders of the Company. The Stakeholders Relationship Committee met on March 09, 2016.

The Composition and attendance of the members at the Stakeholders Relationship committee meeting are as follows:

Stakeholders’/Relationship Committee Members

Status No. of Stakeholders’/Relationship Committee

Meetings AttendedMr. R.S.Loona*^ Chairman 1Mr. Venkatesan Narayanan* Member 1Mr. Milind S. Desai* Member 1

* Non-Executive Director.*^ Mr. R. S. Loona has ceased to be a director in the

Company w.e.f 21st June, 2016

Name address and designation of Compliance Officer: Ms. Shubhangi Lohia Company Secretary Rajabahadur Mansion, 2nd Floor, 28, B.S. Marg, Fort, Mumbai-400 001. Telephone -011-43250100

Details of Shareholders’ Complaints:

Shareholders / Investors Complaints Complaint Nos.Complaints as on April 1, 2015 NilComplaints received during 2015-16 NilComplaints not solved to the satisfaction of shareholders NilComplaints pending as on March 31, 2016 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.

Dr. B. Samal - Chairman of the Committee

Mr. Bipin Agarwal - Member of the Committee

Mr. Venkatesan Narayanan - Member of the Committee

During the year under review, meeting of the CSR Committee was held on November 06, 2015.

The Company has formulated the CSR Policy, which is disclosed on the website of the Company viz. www.iitlprojects.com.

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.”

Meeting and attendance:

During the year under review, one meeting of Corporate Social Responsibility Committee was held on February 03, 2015. The necessary quorum was present for the Meeting. The Composition of the CSR Committee as on March 31, 2016 and the details of meetings of the Committee are as under:

Corporate Social Responsibility Committee Members

Status No. of Corporate Social Responsibility Committee Meetings

Attended

Dr. B. Samal Chairman 1

Mr. Bipin Agarwal Member 1

Mr. Venkatesan Narayanan Member 1

6. GENERAL BODY MEETINGS:

i) Annual General Meeting

Details of the last three Annual General Meetings of the Company and Special Resolutions passed there at are as under:

Financial Year

AGM Day, Date Time Venue Special Resolution Passed

2012-2013 19th AGM

Saturday, September

7, 2013

12.00 noon

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

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

3534



2013-2014 20th AGM

Saturday, August 30,

2014

11.30 a.m.


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

• ApprovalofLimitsof Borrowings under Section 180(1)(c) of the Companies Act, 2013.

• ApprovalforRelatedParty Transaction under Section 188 of the Companies Act, 2013 with Nimbus Projects Limited.

• ApprovalforRelatedParty Transactions under Section 188 of the Companies Act, 2013 with Industrial Investment Trust Limited

• ApprovalforRelatedParty Transaction under Section 188 of the Companies Act, 2013 with M/s Alliance Corporate Lawyers.

2014-15 21st AGM

Wednesday, September 16, 2015

11:30 a.m.


• Re-appointmentofMr. D.P.Goyal as Managing Director of the company

• AdoptionOfNewSetOfArticlesOfAssociationOfTheCompany Containing Regulations In Conformity With The Companies Act, 2013

• ApprovalOfRelatedParty Transactions With Joint Ventures/AssociateOfTheCompany

ii) Special Resolution Passed through Postal Ballot and Voting Pattern for the same.

During the year under review, no Special Resolution has been passed through the exercise of postal ballot

iii) Details of Special Resolution proposed to be conducted through postal ballot at the AGM to be held on September 16, 2016

No Special Resolution is proposed to be conducted through postal ballot at the AGM to be held on September 16, 2016.

7. OTHER DISCLOSURES:

a) There are no materially significant transactions with the related parties during the year, which had or could have potential conflict with the interests of the Company at large. Transactions with the related parties are disclosed in Note 3.26 of the Financial Statements in the Annual Report.

b) There are no inter-se relationships between Directors of the Company.

c) The Company has complied with all requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015. Consequently, there were no strictures

or penalties imposed by either SEBI or the Stock Exchange or any statutory authority for non-compliances of any matter related to the capital markets during the last three years.

d) The Company has submitted the Quarterly Compliance Report to the Stock Exchange for the FY. 2015-2016.

8. COMPLIANCE WITH OTHER MANDATORY/NON MANDATORY REQUIREMENTS:

a) Management Discussion and Analysis: A Management Discussion 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 on Determination of Materiality for Disclosures and 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) Related Party transactions: A statement in summary form of transactions with related parties is periodically placed before the Audit Committee.

As required under Regulation 23 of SEBI Listing Regulations, 2015 the Company had formulated the policy on materiality of related party transactions and on dealing with related party transactions. The policy is available on the website of the Company (web link; http://www.iitlprojects.com/AboutUs.aspx).

d) 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 participations in the Meetings and timely inputs on the minutes of the meetings

• 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, 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

3736



e) Separate Meeting of Independent Directors

During the year under review, the Independent Directors met on March 9, 2016, inter alia, to discuss:

• Evaluation of performance of Non-Independent Directors and the Board of Directors as a whole;

• Evaluation of performance of the Chairman of the Company, taking into account the views of the Executive and Non-Executive Directors;

• Evaluation of the quality, content and timeliness of flow of information between the Management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

f) 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 website under the web link http://www.iitlprojects.com/AboutUs.aspx and circulated to all the Directors / employees.

g) 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.

h) Code of Conduct

The members of the board and senior management personnel have affirmed the Compliance with Code applicable to them during the year ended March 31, 2016. The annual report of the Company contains a certificate by the CEO and Managing Director in terms of SEBI Listing Regulations on the compliance declarations received from Independent Directors, Non-executive Directors and Senior Management.

i) Disclosure of Accounting Treatment: In the preparation of financial statements, the Company has followed the Accounting Standards specified under Section 133 of the Companies Act, 2013.

j) Disclosure on Risk Management: The Company has framed a Risk Management Policy which is periodically reviewed by the Board.

k) CEO/CFOCertification: In terms of the requirements of Regulation 33(2)(a) of SEBI Listing Regulations, 2015, Chairman, Dr. B. Samal and Chief Financial Officer, Mr. Kaushik Desai have submitted necessary certificate to the Board of Directors stating the particulars specified under the said clause.

This certificate has been reviewed and taken on record by the Board of Directors at its meeting held on May 25, 2016.

l) Note on appointment or re-appointment of Directors: Particulars of Directors who need to be appointed/re-appointed at the ensuing Annual General Meeting are given under the Serial no 2, of the Notice convening the meeting.

m) Discretionary Requirements as prescriber 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 Form A for Unqualified Auditors Report along with its Annual Audited Financial Results to the Stock Exchange.

• Internal Auditors

The Internal Auditor reports directly to the Audit Committee.

9. 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 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.

3736



10. 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 and TimeVenue

September 16, 2016 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, 2016September 30, 2016December 31, 2016March 31, 2017 (Audited annual results)

(Tentative)March 31, 2017

On or before August 14, 2016On or before November 14, 2016On or before February 14, 2017On or before May 30, 2017

Date of Book Closure September 10, 2016 to September 16, 2016 (both days inclusive)

Dividend Payment Date Not ApplicableListing on Stock Exchange BSE LimitedScrip Code 531968 Payment of Listing Fees Annual listing fee for the year 2016-17 (as

applicable) has been paid by the Company to BSE.

Market price Data : High, Low and performance details during each month inthefinancialyear 2015-2016

See point (a) & (b) below

Registrar and Share Transfer Agents

Purva Sharegistry (India) Private Limited9, Shiv Shakti Industrial Estate, J.R. Boricha Marg, Opp. Kasturba Hospital, Lower Parel (East), Mumbai -400 011.Tel: (022) 2301 2518

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

See 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, 2016, 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 GDRS/ADRS/Warrants or any convertible instruments, conversion date and likely impact on equity

The Company has not issued any GDRS/ADRS/Warrants or any conver t ib le instruments as on March 31, 2016.

Plant Location The Company does not have a manufacturing plant.

Address for correspondence

Regd. Off.:Rajabahadur Mansion, 2nd Floor, 28, Bombay Samachar Marg, Mumbai 400001.Tel : 91 22 43250100Fax : 91 22 22651105

Or

Purva 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

a) Stock Market Price Data at BSE

MonthBSE

High Low

April - 2015 21.50 21.50

May - 2015 Nil* Nil*

June - 2015 23.65 20.35

July - 2015 22.20 17.50

August - 2015 21.25 16.75

September - 2015 17.00 14.05

October - 2015 15.25 12.00

November - 2015 19.80 15.20

December - 2015 20.15 18.50

January - 2016 19.95 17.15

February - 2016 22.85 20.80

March - 2016 26.00 22.70

* There were no trades conducted during this month.

b) Graph

Share Price/BSE (Monthly Closing)B

SE

Sen

sex

IIT

Pro

jects

Ltd

15

10

5

0

Apr-15

May-

15

Jun-1

5

Jul-1

5

Aug-15

Sep-15

Oct

-15

Nov-15

Dec-15

Jan-1

6

Feb-16

Mar-1

6

IITL Projects Ltd

20,000

15,000

25,000

5,000

10,000

0

Share Performance

20

25

30 30,000

3938



c) Distribution of shareholding as on March 31, 2016

Range of equity shares held

No. of Share-holders

% of total share-

holders

No. of

Shares

% of total

shares upto 5,000 309 71.20 338390 0.68

5,001 to 10,000 33 7.60 270750 0.54

10,001 to 20,000 38 8.76 572540 1.15

20,001 to 30,000 6 1.38 149170 0.30

30,001 to 40,000 8 1.84 275620 0.55

40,001 to 50,000 3 0.69 132940 0.27

50,001 to 1,00,000 17 3.92 1329130 2.66

1,00,001 and above 20 4.61 46840460 93.85

Total 434 100.00 4,990,900 100.00

d) Summary of Shareholding Pattern as on March 31, 2016

Category No. of Share- holders

No. of Shares

held

% of total

shares

Promoters 1 3,580,347 71.74

Bodies Corporate 18 264,335 5.30

Indian Public : a) Individual Shareholders holding nominal share capital up to ` 1 lakh.

386 252350 5.06

b) Individual Shareholders holding nominal in excess of ` 1 lakh.

15 860859 17.25

NRIs 2 96 0.00

HUF 9 22,382 0.45

Clearing Member 3 10531 0.21

Total 434 4,990,900 100.00AuditorsCertificateonCorporateGovernance

The Auditors Certificate in Compliance with SEBI Listing Regulations, 2015 relating to Corporate Governance is published as an annexure to the Directors Report.

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 the 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.GoyalAugust 09, 2016 Managing DirectorMumbai (DIN : 03132505)

Annexure

NOMINATION AND REMUNERATION POLICY

I. PREAMBLE

Pursuant to Section 178 of the Companies Act, 2013 and Regulation 19 of SEBI Listing Regulations, 2015, the Board of Directors of every listed Company shall constitute the Nomination and Remuneration Committee. The Company already constituted Remuneration Committee comprising of three non-executive Independent Directors as required under Listing Agreement. In order to align with the provisions of the Companies Act, 2013 and the amended Listing Agreement from time to time, the Board on 19th May 2014 changed the nomenclature of the “Remuneration Committee” as “Nomination and Remuneration Committee” and reconstituted the Committee with three non-executive Independent Directors.

This Committee and the Policy is formulated in compliance with Section 178 of the Companies Act, 2013 read along with the applicable rules thereto and Clause 49 of the Listing Agreement.

II. OBJECTIVE

The Key Objectives of the Committee would be:

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

b) 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.

III. DEFINITIONS

“Board” means Board of Directors of the Company.

“Company” means “IITL Projects Limited”

“Independent Director” means a director referred to in Section 149 (6) of the Companies Act, 2013.

“Key Managerial Personnel” (KMP) means

(i) Chief Executive Officer or the Managing Director or the Manager,

(ii) Whole-time Director,

(iii) Chief Financial Officer and

(iv) Company Secretary

(v) Such other officer as may be prescribed.

“Nomination and Remuneration Committee” shall mean a Committee of Board of Directors of the Company,

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constituted in accordance with the provisions of Section 178 of the Companies Act, 2013 and the Listing Agreement.

“Policy or This Policy” means, “Nomination and Remuneration Policy.”

“Remuneration” means any money or its equivalent given or passed to any person for services rendered by him and includes perquisites as defined under the Income-tax Act, 1961.

“Senior Management” mean personnel of the Company who are members of its core management team excluding Board of Directors. This would include all members of management one level below the executive directors, including all the functional heads.

IV. INTERPRETATION

Terms that have not been defined in this Policy shall have the same meaning assigned to them in the Companies Act, 2013, Listing Agreement and/or any other SEBI Regulation(s) as amended from time to time.

V. GUIDING PRINCIPLES

The Policy ensures that -

ü The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the quality required to run the Company successfully.

ü Relationship of remuneration to performance is clear and meets appropriate performance benchmarks and

ü 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.

VI. ROLE OF THE COMMITTEE

The role of the Committee inter alia will be the following:

a) To formulate a criteria for determining qualifications, positive attributes and independence of a Director.

b) Formulate criteria for evaluation of Independent Directors and the Board.

c) Identify persons who are qualified to become Directors and who may be appointed in Senior Management in accordance with the criteria laid down in this policy.

d) To carry out evaluation of every Director’s performance.

e) To recommend to the Board the appointment and removal of Directors and Senior Management.

f) To recommend to the Board policy relating to remuneration for Directors, Key Managerial Personnel and Senior Management.

g) Ensure that level and composition of remuneration is reasonable and sufficient, relationship of remuneration to performance is clear and meets appropriate performance benchmarks.

h) To devise a policy on Board diversity.

i) To carry out any other function as is mandated by the Board from time to time and / or enforced by any statutory notification, amendment or modification, as may be applicable.

j) To perform such other functions as may be necessary or appropriate for the performance of its duties.

VII. MEMBERSHIP

a) The Committee shall comprise at least three (3) Directors, all of whom shall be non-executive Directors and at least half shall be Independent.

b) The Board shall reconstitute the Committee as and when required to comply with the provisions of the Companies Act, 2013 and applicable statutory requirement.

c) Minimum two (2) members shall constitute a quorum for the Committee meeting.

d) Membership of the Committee shall be disclosed in the Annual Report.

e) Term of the Committee shall be continued unless terminated by the Board of Directors.

VIII. CHAIRPERSON

a) Chairperson of the Committee shall be an Independent Director.

b) Chairperson of the Company may be appointed as a member of the Committee but shall not Chair the Committee.

c) In the absence of the Chairperson, the members of the Committee present at the meeting shall choose one amongst them to act as Chairperson.

d) Chairperson of the Nomination and Remuneration Committee shall be present at the General Meetings or may nominate some other member for the purpose.

IX. FREQUENCY OF MEETINGS

The meeting of the Committee shall be held at such regular intervals as may be required.

X. COMMITTEE MEMBERS’ INTERESTS

a) A member of the Committee is not entitled to be present when his own remuneration is discussed at a meeting or when his performance is being evaluated.

b) The Committee may invite such executives, as it considers appropriate, to be present at the meetings of the Committee.

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XI. VOTING

a) Matters arising for determination at Committee meetings shall be decided by a majority of votes of Members present and voting and any such decision shall for all purposes be deemed a decision of the Committee.

b) In the case of equality of votes, the Chairperson of the meeting will have a casting vote.

XII. APPOINTMENT AND REMOVAL OF DIRECTOR, KMP AND SENIOR MANAGEMENT

• Appointmentcriteriaandqualifications:

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

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

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

• Term/Tenure:

1. Managing Director/Whole-time Director/Manager (Managerial Person):

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

2. Independent Director:

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

No Independent Director shall hold office for more than two consecutive terms, but such Independent Director shall be eligible for appointment after expiry of three years of ceasing to become an Independent Director.

Provided that an Independent Director shall not, during the said period of three years, be appointed in or be associated with the Company in any other capacity, either directly or indirectly.

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

• Evaluation:

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

• Removal:

Due to reasons for any disqualification mentioned in the Companies Act, 2013, rules made thereunder or under any other applicable Act, rules and regulations, the Committee may recommend, to the Board with reasons recorded in writing, removal of a Director, KMP or Senior Management subject to the provisions and compliance of the said Act, rules and regulations.

• Retirement:

The Director, KMP and Senior Management shall retire as per the applicable provisions of the Companies Act, 2013 and the prevailing policy of the Company. The Board will have the discretion to retain the Director, KMP, Senior Management in the same position / remuneration or otherwise even after attaining the retirement age, for the benefit of the Company.

XIII. PROVISIONS RELATING TO REMUNERATION OF MANAGERIAL PERSON, KMP AND SENIOR MANAGEMENT

• General:

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

2. The remuneration and commission to be paid to Managerial Person shall be as per the statutory provisions of the Companies Act, 2013, and the rules made thereunder for the time being in force.

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3. Increments to the existing remuneration / compensation structure may be recommended by the Committee to the Board which should be within the slabs approved by the Shareholders in the case of Managerial Person. Increments will be effective from the date of reappointment in respect of Managerial Person and 1st April in respect of other employees of the Company.

4. Where any insurance is taken by the Company on behalf of its KMPs for indemnifying them against any liability, the premium paid on such insurance shall not be treated as part of the remuneration payable to any such personnel. Provided that if such person is proved to be guilty, the premium paid on such insurance shall be treated as part of the remuneration.

• Remuneration to Managerial Person, KMP andSenior Management:

1. Fixed pay:

Managerial Person, KMP and Senior Management shall be eligible for a monthly remuneration as may be approved by the Board on the recommendation of the Committee in accordance with the statutory provisions of the Companies Act, 2013, and the rules made thereunder for the time being in force. The break-up of the pay scale and quantum of perquisites including, employer’s contribution to P.F, pension scheme, medical expenses, club fees etc. shall be decided and approved by the Board on the recommendation of the Committee and approved by the shareholders and Central Government, wherever required.

2. Minimum Remuneration:

If, in any financial year, the Company has no profits or its profits are inadequate, the Company shall pay remuneration to its Managerial Person in accordance with the provisions of Schedule V of the Companies Act, 2013 and if it is not able to comply with such provisions, with the prior approval of the Central Government.

3. Provisions for excess remuneration:

If any Managerial Person draws or receives, directly or indirectly by way of remuneration any such sums in excess of the limits prescribed under the Companies Act, 2013 or without the prior sanction of the Central Government, where required, he / she shall refund such sums to the Company and until such sum is refunded, hold it in trust for the Company.

The Company shall not waive recovery of such sum refundable to it unless permitted by the Central Government.

• Remuneration to Non-Executive / Independent Director:

1. Remuneration:

The remuneration shall be in accordance with the statutory provisions of the Companies Act, 2013, and the rules made thereunder for the time being in force and any other statutory/ regulatory provisions applicable to the Company.

Employee Stock Options (ESOPs) if allotted and/ or commission from profits if given, may form part of the remuneration.

2. Sitting Fees:

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 the maximum amount as provided in the Companies Act, 2013, per meeting of the Board or Committee or such amount as may be prescribed by the Central Government from time to time.

XIV. MINUTES OF COMMITTEE MEETING

Proceedings of all meetings must be minuted and signed by the Chairperson of the said meeting or the Chairperson of the next succeeding meeting. Minutes of the Committee meeting will be tabled at the subsequent Board and Committee meeting.

XV. DEVIATIONS FROM THIS POLICY

Deviations on elements of this policy in extraordinary circumstances, when deemed necessary in the interests of the Company, will be made if there are specific reasons to do so in an individual case.

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INDEPENDENT AUDITOR’S CERTIFICATETO THE MEMBERS OF IITL PROJECTS LIMITED1. We have examined the compliance of conditions of Corporate Governance by IITL Projects Limited (“the Company”), for the year ended on March 31,

2016, as stipulated in:

• Clause 49 (excluding clause 49(VII)(E)) of the Listing Agreements of the Company with stock exchanges for the period from April 01, 2015 to November 30, 2015.

• Clause 49(VII)(E) of the Listing Agreements of the Company with the stock exchanges for the period from April 01, 2015 to September 01, 2015.

• Regulation 23(4) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the Listing Regulations) for the period from September 02, 2015 to March 31, 2016 and

• Regulations 17 to 27 (excluding regulation 23(4))and clauses (b) to (i) of regulation 46(2) and para C, D and E of Schedule V of the Listing Regulations for the period from December 01, 2015 to March 31, 2016.

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

3. We have examined the relevant records of the Company in accordance with the Generally Accepted Auditing Standards in India, to the extent relevant, and as per the Guidance Note on Certification of Corporate Governance issued by the Institute of the Chartered Accountants of India.

4. In our opinion and to the best of our information and according to our examination of the relevant records and the explanations given to us and the representations made by the Directors and the Management, we certify that the Company has complied with the conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement and regulation 17 to 27 and clauses (b) to (i) of regulation 46(2) and para C, D and E of Schedule V of the Listing Regulations for the respective periods of applicability as specified under paragraph 1 above, during the year ended March 31, 2016.

5. We 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 DELOITTE HASKINS & SELLS Chartered Accountants

(Registration No. 117365W)

Uday M. Neogi Partner

Mumbai, August 09, 2016 (Membership No. 30235)

CERTIFICATE(UNDER REGULATION 33(2)(A) OF SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015)

To,The Board of Directors IITL Projects Limited Mumbai

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 violative

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 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 over financial reporting 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 Shubhangi Lohia Kaushik Desai Chairman Company Secretary Chief Financial OfficerPlace : Mumbai Date : May 25, 2016

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INDEPENDENT AUDITORS’ REPORT

TO THE MEMBERS OF IITL PROJECTS LIMITED

Report on the Standalone Financial Statements

We have audited the accompanying standalone financial statements of IITL PROJECTS LIMITED (“the Company”), which comprise the Balance Sheet as at 31st March, 2016, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information.

Management’s Responsibility for the Financial Statements

The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards prescribed under section 133 of the Act, as applicable.

This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these standalone financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder and the Order under section 143 (11) of the Act.

We conducted our audit of the financial statements in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements.

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

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March, 2016, and its loss and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by Section 143 (3) of the Act, we report that:

a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.

c) The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account.

d) In our opinion, the aforesaid financial statements comply with the Accounting Standards prescribed under section 133 of the Act, as applicable.

e) On the basis of the written representations received from the directors as on 31st March, 2016 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2016 from being appointed as a director in terms of Section 164 (2) of the Act.

f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in “Annexure A”. Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company’s internal financial controls over financial reporting

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

i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements. - Refer Note 3.24 to the financial statements.

ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.

iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

2. As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”) issued by the Central Government in terms of Section 143(11) of the Act, we give in “Annexure B” a statement on the matters specified in paragraphs 3 and 4 of the Order.


(Firm’s Registration No. 117365W)


Mumbai : 25th May, 2016 (Membership No. 30235)

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ANNEXURE “A” TO THE INDEPENDENT AUDITOR’S REPORT(Referred to in paragraph 1 (f) under ‘Report on Other Legal and Regulatory Requirements’ section of our report of even date to the members of IITL Projects Limited on the standalone financial statements for the year ended 31st March, 2016)Report on the Internal Financial Controls Over Financial Reporting under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)

We have audited the internal financial controls over financial reporting of IITL Projects Limited (“the Company”) as of 31st March, 2016 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

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


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

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

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

Meaning of Internal Financial Controls Over Financial Reporting

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

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, to the best of our information and according to the explanations given to us, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31st March, 2016, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

For DELOITTE HASKINS & SELLSChartered Accountants




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ANNEXURE B TO THE INDEPENDENT AUDITOR’S REPORT(Referred to in paragraph 2 under ‘Report on Other Legal and Regulatory Requirements’ section of our report of even date to the members of IITL Projects Limited on the standalone financial statements for the year ended 31st March, 2016)(i) In respect of its fixed assets:

(a) The Company has maintained proper records showing full particulars, including quantitative details and situation of the fixed assets.

(b) The fixed assets were physically verified during the year by the Management in accordance with a regular programme of verification which, in our opinion, provides for physical verification of all the fixed assets at reasonable intervals. According to the information and explanation given to us, no material discrepancies were noticed on such verification.

(c) The Company does not have any immovable property of freehold or leasehold land and building and hence reporting under clause (i) (c) of the CARO 2016 is not applicable.

(ii) As explained to us, the stock of units in completed project were physically verified during the year by the Management at reasonable intervals and no material discrepancies were noticed on physical verification.

(iii) The Company has not granted any loans, secured or unsecured, to companies, firms, Limited Liability Partnerships or other parties covered in the register maintained under Section 189 of the Companies Act, 2013.

(iv) In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Section 186 of the Companies Act, 2013 in respect of investments made. The Company has not granted any loans or provided guarantees and security under Sections 185 and 186 of the Companies Act, 2013.

(v) According to the information and explanations given to us, the Company has not accepted any deposit and the provisions of Sections 73 to 76 of the Companies Act, 2013 are not applicable and hence reporting under clause 3(v) of the CARO 2016 is also not applicable.

(vi) The maintenance of Cost records has not been specified by the Central Government under section 148 (1) of the Companies Act, 2013, accordingly reporting under clause (vi) the CARO 2016 is not applicable.

(vii) According to the information and explanations given to us in respect of statutory dues:

(a) The Company has generally been regular in depositing undisputed statutory dues, including Provident Fund, Income-tax, Service Tax, cess and other material statutory dues applicable to it with the appropriate authorities. Dues relating to Employees’ State Insurance, Sales Tax, Customs Duty, Excise Duty and Value Added Tax are not applicable to the Company for the year.

(b) No undisputed amounts payable in respect of Provident Fund, Income-tax, Service Tax, cess and any other statutory dues were in arrears as at 31st March, 2016 for a period of more than six months from the date they became payable.

(c) There are no dues of Income-tax, Service Tax, which have not been deposited as on 31st March, 2016 on account of disputes.

(viii) Company has not taken any loans or borrowings from financial institutions, banks and government or has not issued any debentures. Hence reporting under clause (viii) of the CARO 2016 is not applicable to the Company.

(ix) The Company has not raised any moneys by way of initial public offer or further public offer (including debt instruments) or term loans and hence reporting under clause (ix) of the CARO 2016 Order is not applicable.

(x) To the best of our knowledge and according to the information and explanations given to us, no fraud by the Company and no material fraud on the Company by its officers or employees has been noticed or reported during the year.

(xi) As stated in Note 3.33 the Company will make disclosure as required under Schedule V to the Companies Act 2013 in the Notice conveying the ensuring Annual General Meeting to seek ratification for compliance with the provisions of Section 197 read with Schedule V to the Companies Act 2013. On this basis, in our opinion and according to the information and explanations given to us, the Company has paid/provided managerial remuneration in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Companies Act, 2013

(xii) The Company is not a Nidhi Company and hence reporting under clause (xii) of the CARO 2016 Order is not applicable.

(xiii) In our opinion and according to the information and explanations given to us the Company is in compliance with section 188 and 177 of the Companies Act, 2013, where applicable, for all transactions with the related parties and the details of related party transactions have been disclosed in the financial statements etc. as required by the applicable accounting standards.

(xiv) During the year the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures and hence reporting under clause (xiv) of the CARO 2016 Order is not applicable to the Company.

(xv) In our opinion and according to the information and explanations given to us, during the year the Company has not entered into any non-cash transactions with its directors or persons connected with him and hence provisions of section 192 of the Companies Act, 2013 are not applicable.

(xvi) The Company is not required to be registered under section 45-I of the Reserve Bank of India Act, 1934.





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Particulars Note No. As at31st March, 2016

`

As at31st March, 2015

`

I. EQUITY AND LIABILITIES

Shareholders’ funds Share capital 3.1 120,079,000 120,079,000 Rserves and surplus 3.2 (83,656,605) 68,564,292

36,422,395 188,643,292 Non-current liabilities Long-term borrowings 3.3 364,800,000 - Long-term provisions 3.4 268,155,174 202,198,826

632,955,174 202,198,826 Current liabilities Short-term borrowings 3.5 - 145,000,000 Trade payables:- 3.31

(a) Total outstanding dues of micro enterprises and small enterprises; and - -

(b) Total outstanding dues of creditors other than micro enterprises and small

enterprises 29,342,597

15,489,630 Other current liabilities 3.6 124,593,897 94,837,536 Short-term provisions 3.7 396,015 1,675,580

154,332,509 257,002,746

Total 823,710,078 647,844,864 II. ASSETS

Non-current assets Fixed assets

Tangible assets 3.8(a) 187,679 220,362 Intangible assets 3.8(b) 5,203 15,833

192,882 236,195 Non-current investments 3.9 718,308,136 476,449,512 Deferred tax assets 3.10 679,719 540,809 Long-term loans and advances 3.11 8,452,941 8,318,533 Other non-current assets 3.12 1,356,097 1,255,130

728,989,775 486,800,179 Current assets Inventories 3.13 56,961,804 61,653,673 Trade receivables 3.14 32,481,464 80,448,556 Cash and cash equivalents 3.15 2,564,953 12,595,939 Short-term loans and advances 3.16 1,000,805 2,079,440 Other current assets 3.17 1,711,277 4,267,077 94,720,303 161,044,685

Total 823,710,078 647,844,864

See accompanying notes forming part of the financial statements

BALANCE SHEET AS AT 31ST MARCH, 2016

In terms of our report attached. For and on behalf of the Board of Directors

For Deloitte Haskins & Sells DR. B. SAMAL D. P. GOYAL BIPIN AGARWAL Chartered Accountants Chairman Managing Director Director

UDAY M. NEOGI KAUSHIK DESAI SHUBHANGI LOHIA Partner Chief Financial Officer Company Secretary

Mumbai: 25th May, 2016 Mumbai: 25th May, 2016

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Particulars Note No. Year ended31st March, 2016

`

Year ended31st March, 2015

`

I. Revenue from operations 3.18 22,887,582 192,795,865 II. Other Operating revenues

Share of profit in jointly controlled entities - partnership firms 2,102,200 22,636,958 III. Other income 3.19 4,317,048 7,881,995 IV. Total revenue (I + II + III) 29,306,830 223,314,818

V. Expenses Cost of sales 3.20 29,188,816 144,597,884 Employee benefits expense 3.21 8,135,301 7,217,209 Finance costs 3.22 46,134,551 5,156,810 Share of loss in jointly controlled entities-

partnership firms 17,831,924 681,288

Depreciation and amortisation expense 3.8 172,212 244,715 Other expenses 3.23 14,603,833 14,143,607 Total expenses 116,066,637 172,041,513

VI. Profit/(Loss) before tax (IV - V) (86,759,807) 51,273,305

VII. Tax expense/(benefit)- Current tax expense - 5,953,000 - Deferred tax 3.10 (138,910) (42,896)Net tax expense/(benefit) (138,910) 5,910,104

VIII. Profit/(Loss) for the year (VI - VII) (86,620,897) 45,363,201

IX. Earnings per equity share: 3.25Basic and Diluted (19.38) 7.06 Nominal Value per equity share (`) 10.00 10.00

See accompanying notes forming part of the financial statements

STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31ST MARCH, 2016





4948



CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2016 Particulars Year ended

31st March, 2016`


`

A. CASH FLOW FROM OPERATING ACTIVITIES

Profit/(Loss) before tax (86,759,807) 51,273,305

Adjustments for:

Depreciation and amortisation expense 172,212 244,715

Loss on fixed assets written off - 132,920

Interest income (950,794) (3,002,635)

Share of (profit)/loss from jointly controlled entities-partnership firms (net) 15,729,724 (21,955,670)

Finance costs

- Loan from holding company 45,800,784 4,897,278

- Interest on income tax - 204,000

Operating profit/(loss) before working capital changes (26,007,881) 31,793,913

Changes in working capital

Adjustments for (increase) / decrease in operating assets:

Inventories (Refer Footnote 2) 4,691,869 50,082,548

Trade receivables 47,967,092 (21,898,609)

Short-term loans and advances 1,078,635 3,306,076

Long-term loans and advances - (4,493,892)

Other current assets 2,516,332 61,435,893

Adjustments for increase / (decrease) in operating liabilities:

Trade payables 13,852,967 (20,801,923)

Other current liabilities (19,100,882) (30,250,668)

Other long-term liabilities - (43,897,752)

Long-term provisions 356,348 (157,291)

Short-term provisions 52,677 92,152

Cash generated from operations 25,407,157 25,210,447

Net income tax (paid)/refund (1,466,650) (4,824,084)

Net cash flow from/(used in) operating activities 23,940,507 20,386,363

B. CASH FLOW FROM INVESTING ACTIVITIES

Bank balances not considered as cash and cash equivalents

- Placed - (5,966,153)

- Matured 5,966,153 9,709,388

Purchase of fixed assets (128,899) (190,440)

Repayment of share of Profit from jointly controlled entity - (25,000,000)

Purchase of long-term investments - jointly controlled entity - (75,000,000)

Purchase of long-term investments - Associate (500,000) -

Capital contribution to partnership firms - jointly controlled entities (239,762,500) -

Interest received

- Deposits with banks (Refer Footnote 2) 889,295 4,928,020

Net cash flow from/(used in) investing activities (233,535,951) (91,519,185)

4948



CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2016 (Contd.)

Particulars Year ended31st March, 2016

`


`

C. CASH FLOW FROM FINANCING ACTIVITIES

Proceeds from long-term borrowings 219,800,000 -

Repayment of short-term borrowings - 45,000,000

Finance cost paid (refer footnote 2) (14,269,389) (11,912,466)

Net cash flow/(used in) financing activities 205,530,611 33,087,534

NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS (A+B+C) (refer note 3.15)

(4,064,833) (38,045,288)

As at the commencement of the year 6,629,786 44,675,074

As at the end of the year 2,564,953 6,629,786

Notes:

1) The cash flow statement has been prepared under the “Indirect method” as set out in the Accounting Standard-3 on Cash Flow Statements.2) Changes in inventories is after adjusting borrowing costs capitalised. Interest on bank deposits is inclusive of amount netted of from inventories and

finance cost is inclusive of amount capitalised under inventories as per Note 3.13(a). 3) Previous year figures have been regrouped wherever necessary.





5150



NOTES FORMING PART OF THE FINANCIAL STATEMENTS1 Corporate information

IITL Projects Limited, is engaged in real estate business, construction of residential complexes in the National Capital Region. During the year, the project of the company was completed. Apart from constructing its own project, the Company is undertaking development of real estate projects through Special purpose vehicles (SPV). The company holds around 47.5% to 50% of the capital in each of the SPV. A total of four SPV are engaged in construction of the residential complexes. As of March 31, 2016, Industrial Investment Trust Limited (Parent Company) owned 71.74% of the Company’s equity share capital and has the ability to control its operating and financial policies. The Company’s registered office is in Mumbai.

2 Significant Accounting Policies

2.1 Basis of accounting and preparation of financial statements

The financial statements of the Company have been prepared in accordance with the Generally Accepted Accounting Principles in India (Indian GAAP) to comply with the Accounting Standards specified under section 133 of the Companies Act, 2013 (‘the 2013 Act’) and the relevant provisions of the 2013 Act. The financial statements have been prepared on accrual basis under the historical cost convention. The accounting policies adopted in the preparation of the financial statements are consistent with those followed in the previous year. Assets and liabilities are classified as current if it is expected to realise or settle within 12 months after balance sheet date.

2.2 Use of estimates

The preparation of the financial statements in conformity with Indian GAAP requires the Management to make estimates and assumptions considered in the reported amounts of assets and liabilities (including contingent liabilities) as of the date of the financial statements and the reported income and expenses during the reporting period. Management believes that the estimates used in preparation of the financial statements are prudent and reasonable. Future results could differ from these estimates.

2.3 Revenue Recognition

(a) Revenue from real estate projects is recognized on the Percentage of Completion Method. Revenue is recognised in relation to the areas sold, on the basis of percentage of actual costs incurred as against the total estimated costs of the project under execution, subject to such actual costs being 25 percent or more of the total estimated costs. Land costs are not included for the purpose of computing the percentage of completion. When it is probable that total estimated costs will exceed total project revenues, the expected loss is recognised as an expense immediately. The estimates of saleable area and costs are revised periodically by the Management. The effect of such changes in estimates is recognised in the period in which such changes are determined. Sale of units in completed project is recognised at the sale consideration when all significant risks and rewards of ownership in the property is transferred to the buyer and are net of adjustments on account of cancellation.

(b) Interest on fixed deposits and loans is accounted on time proportion basis.

(c) Dividend income is accounted when the right to receive is established.

(d) Share of profit/loss from the partnership firms, in which the Company is a partner, is based on the audited financial statements of the partnership firms.

2.4 Fixed Assets

Fixed assets are stated at cost of acquisition less accumulated depreciation. Cost comprises of the purchase price and any other attributable cost of bringing the asset to its working condition for its intended use.

2.5 Depreciation and amortisation

(a) Depreciation on tangible fixed assets has been provided on the written down value method at the rates determined based on the useful life prescribed in Schedule II to the 2013 Act. [Refer Note 3.30]

(b) Depreciation on additions to fixed assets is provided for the full year irrespective of the date of addition. No depreciation is provided in the year of deletions of fixed assets.

(c) Intangible assets are amortised over their estimated useful life as follows. Computer Software 2-5 years

The estimated useful life of the intangible assets and the amortisation period are reviewed at the end of each financial year and the amortisation method is revised to reflect the changed pattern.

5150



2 Significant Accounting Policies (contd.) 2.6 Inventories Stock of units in completed project and construction work-in-progress are valued at lower of cost and net realisable value.

Cost is aggregate of land cost, premium for development rights, materials, contract works, direct expenses, provisions and apportioned borrowing costs and is net of material scrap receipts, and in case of construction work-in-progress is after ascertaining the cost of sales which is determined based on the total area sold as at the Balance Sheet date.

2.7 Investments Long Term Investments are valued at cost unless there is a diminution in value, other than temporary for which provision

is made. Current investments are carried individually, at the lower of cost and fair value. Cost of investments include acquisition charges such as brokerage, fees and duties.

2.8 Cash and cash equivalents (for purposes of Cash Flow Statement) Cash comprises cash on hand and demand deposits with banks. Cash equivalents are short-term balances (with an original

maturity of three months or less from the date of acquisition), highly liquid investments that are readily convertible into known amounts of cash and which are subject to insignificant risk of changes in value.

2.9 Cash flow statement Cash flows are reported using the indirect method, whereby profit / (loss) before extraordinary items and tax is adjusted

for the effects of transactions of non-cash nature and any deferrals or accruals of past or future cash receipts or payments. The cash flows from operating, investing and financing activities of the Company are segregated based on the available information.

2.10 Provisions and contingencies A provision is recognised when an enterprise has a present obligation as a result of past event and it is probable that an

outflow of resources will be required to settle the obligation, in respect of which a reliable estimate can be made. Provisions (excluding retirement benefits) are not discounted to their present values and are determined based on management estimate required to settle the obligation at the Balance Sheet date. These are reviewed at each Balance Sheet date and adjusted to reflect the current management estimates. Contingent liabilities are disclosed in the Notes. Contingent assets are not recognised nor disclosed in the financial statements.

2.11 Taxation Tax expense comprises current and deferred tax. Current tax is measured at the amount expected to be paid to the

tax authorities in accordance with the Income-tax Act, 1961. Deferred tax is recognised on timing differences, being the differences between the taxable income and the accounting income that originate in one period and are capable of reversal in one or more subsequent periods. Deferred tax is measured using the tax rates and tax laws enacted or substantially enacted by the Balance Sheet date.

Deferred tax liabilities are recognised for all timing differences. Deferred tax assets other than on carried forward losses and unabsorbed depreciation are recognised only to the extent that there is reasonable certainty that sufficient future taxable income will be available against which such deferred tax assets can be realised.

Deferred tax assets on account of carried forward losses and unabsorbed depreciation are recognised only to the extent that there is virtual certainty supported by convincing evidence that sufficient future taxable income will be available against which such deferred tax assets can be realised.

Deferred tax assets are reviewed at each balance sheet date for their realisability. 2.12 Employee benefits

(a) Short term employee benefits: The undiscounted amount of short-term employee benefits expected to be paid in exchange for the services

rendered by employees are recognised during the year when the employees render the service. These benefits include performance incentive and compensated absences which are expected to occur within twelve months after the end of the period in which the employee renders the related service.

(b) Long term employee benefits: 1. Defined Contribution Plan: The Company’s contribution to provident fund, superannuation fund and employee state insurance scheme

are considered as defined contribution plans and are charged as an expense based on the amount of contribution required to be made and when services are rendered by the employees.

5352



2 Significant Accounting Policies (contd.) 2.12 Employee benefits (Contd.)

2. Defined Benefit Plan: For defined benefit plan in the form of gratuity, the cost of providing benefits is determined using the Projected

Unit Credit method, with actuarial valuations being carried out at each balance sheet date. Actuarial gains and losses are recognised in the Statement of Profit and Loss in the period in which they occur. Past service cost is recognised immediately to the extent that the benefits are already vested and otherwise is amortised on a straight-line basis over the average period until the benefits become vested. The retirement benefit obligation recognised in the Balance Sheet represents the present value of the defined benefit obligation as adjusted for unrecognised past service cost, as reduced by the fair value of plan assets. Any asset resulting from this calculation is limited to past service cost, plus the present value of available refunds and reductions in future contributions to the plan.

3. Compensated absenses: Compensated absences which are not expected to occur within twelve months after the end of the period

in which the employee renders the related service are recognised as a liability at the present value of the defined benefit obligation as at the balance sheet date less the fair value of the plan assets, if any, out of which the obligations are expected to be settled.

2.13 Borrowing Costs Borrowing costs that are directly attributable to the acquisition or construction of qualifying assets are capitalised for the

period until the asset is ready for its intended use. A qualifying asset is an asset that necessarily takes substantial period of time to get ready for its intended use. Other borrowing costs are recognised as an expense in the period in which they are incurred. Capitalisation of borrowing costs is suspended and charged to the Statement of Profit and Loss during extended periods when active development activity on the qualifying assets is interrupted.

2.14 Operating Lease Leases where the lessor effectively retains substantially all the risks and benefits of ownership of the leased assets, are

classified as operating leases. Operating lease payments are recognised as an expense in the Statement of Profit and Loss on a straight-line basis over the lease term.

2.15 Earnings per share Basic earnings per share is computed by dividing the profit / (loss) after tax (including the post tax effect of extraordinary

items, if any) by the weighted average number of equity shares outstanding during the year. Diluted earnings per share is computed by dividing the profit / (loss) after tax (including the post tax effect of extraordinary items, if any) as adjusted for dividend, interest and other charges to expense or income (net of any attributable taxes) relating to the dilutive potential equity shares, by the weighted average number of equity shares considered for deriving basic earnings per share and the weighted average number of equity shares which could have been issued on the conversion of all dilutive potential equity shares.

2.16 Impairment of assets The carrying values of assets / cash generating units at each balance sheet date are reviewed for impairment. If any

indication of impairment exists, the recoverable amount of such assets is estimated and impairment is recognised, if the carrying amount of these assets exceeds their recoverable amount. The recoverable amount is the greater of the net selling price and their value in use. Value in use is arrived at by discounting the future cash flows to their present value based on an appropriate discount factor. When there is indication that an impairment loss recognised for an asset in earlier accounting periods no longer exists or may have decreased, such reversal of impairment loss is recognised in the Statement of Profit and Loss, except in case of revalued assets.

5352



NOTES FORMING PART OF THE FINANCIAL STATEMENTS (Contd.) 3.1 Share capital

Particulars As at As at 31st March, 2016 31st March, 2015

` `

Authorised10,000,000 (previous year 10,000,000) Equity shares of ` 10 each 100,000,000 100,000,000 15,000,000 (previous year 15,000,000) 12% Non Convertible Cumulative Redeemable Preference Shares of ` 10/- each

150,000,000 150,000,000

250,000,000 250,000,000 Issued5,050,100 (previous year 5,050,100) Equity shares of ` 10/- each 50,501,000 50,501,000 7,000,000 (previous year 7,000,000) 12% Non Convertible Cumulative Redeemable Preference Shares of ` 10/- each

70,000,000 70,000,000

120,501,000 120,501,000 Subscribed and Fully paid up4,990,900 (previous year 4,990,900) Equity shares of ` 10/- each fully paid-up 49,909,000 49,909,000 Add: 59,200 (previous year 59,200) Equity shares forfeited - amount paid 170,000 170,000 7,000,000 (previous year 7,000,000) 12% Non Convertible Cumulative Redeemable Preference Shares of ` 10/- each fully paid-up

70,000,000 70,000,000

Total 120,079,000 120,079,000

(a) Reconciliation of the number of shares and amount outstanding at the beginning and at the end of the reporting period: (i) Equity Shares There is no movement in the number of shares and amount outstanding of Equity shares in current as well as

previous year. (ii) 12% Non Convertible Cumulative Redeemable Preference Shares There is no movement in the number of shares and amount outstanding of Preference shares in current as well as

previous year. (b) Rights, preferences and restrictions attached to equity shares The Company has only one class of equity shares having a par value of ` 10 per share. Each holder of equity shares is

entitled to one vote per share. The dividend, if any, proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.

In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after payment of all claims/liabilities.

(c) Rights, preferences and restrictions attached to Preference shares The holder of the Preference Shares shall be entitled to receive cumulative dividend at 12% per annum from the date of

allotment till the date of redemption. The Preference Shares shall rank for capital and dividend (including all dividends undeclared upto the commencement of winding up) and for repayment of capital in a winding up pari passu inter se and in priority to the Equity Shares of the Company, but shall not confer any further or other right to participate either in profits or assets. The Preference Shares shall be redeemable at the end of seventh year from the date of allotment at the rate of ` 85/- per share (including redemption premium of ` 75/- per share). The Company shall have the option to redeem, all or any part thereof, of the said Preference Shares, in one or more tranches, at the rate of ` 65/- per share (including redemption premium of ` 55/- per share ) at the end of third year and/or at the rate of ` 75/- per share (including redemption premium of ` 65/- per share) at the end of fifth year. Every Preference shareholder of the Company has the right to vote on resolution placed before the General Meeting which directly affect the rights attached to his Preference Shares or where the dividend in respect of the preference shares has not been paid for a period of two years or more, such class of preference shareholders shall have a right to vote on all the resolutions placed before the company. Arrears of fixed cumulative dividends on preference shares as at 31 March, 2016 ` 30,907,843 (As at 31 March, 2015 ` 20,797,801)

5554



3.1 Share capital(Contd.)

(d) Shares held by the holding company Equity Shares

Out of total 4,990,900 (previous year 4,990,900) Equity shares, 3,580,347 (previous year 3,580,347) Equity shares are held by the holding company, Industrial Investment Trust Limited.

12% Non Convertible Cumulative Redeemable Preference Shares

All 7,000,000 preference shares (previous year 7,000,000) are held by the holding company, Industrial Investment Trust Limited.

(e) Equity shares held by each shareholder holding more than 5 percent equity shares in the Company are as follows

Name of ShareholderAs at 31st March 2016 As at 31st March 2015No. of

Shares held% of

HoldingNo. of

Shares held% of

HoldingIndustrial Investment Trust Limited (holding company) 3,580,347 71.74% 3,580,347 71.74%

(f) 12% Non Convertible Cumulative Redeemable Preference shares held by each shareholder holding more than 5 percent preference shares in the Company are as follows

Name of ShareholderAs at 31st March, 2016 As at 31st March, 2015No. of

Shares held% of

HoldingNo. of

Shares held% of

HoldingIndustrial Investment Trust Limited (Holding Company) 7,000,000 100.00% 7,000,000 100.00%

(g) The company has not allotted any equity shares for consideration other than cash, bonus shares, nor have any shares been bought back during the period of five years immediately preceding the Balance sheet date.

Particulars As at 31st March, 2016

`

As at 31st March, 2015

`

3.2 Reserves and surplusSecurities Premium AccountOpening balance 78,900,000 144,400,000 Less: Utilized during the year for premium payable on redemption of preference shares

65,600,000 65,500,000

Closing balance 13,300,000 78,900,000 Deficit in Statement of Profit and LossOpening balance (10,335,708) (55,693,654)Less: Depreciation on transition to Schedule II of the 2013 Act on tangible fixed assets with nil remaining useful life (refer note 3.30)

- (5,255)

(10,335,708) (55,698,909)Add : Profit/(loss) for the year (86,620,897) 45,363,201 Closing balance (96,956,605) (10,335,708)

Total (83,656,605) 68,564,292

3.3 Long-term borrowing (Unsecured)Loan from holding company (refer note 3.26) 364,800,000 -

Total 364,800,000 -

NOTES FORMING PART OF THE FINANCIAL STATEMENTS (Contd.)

5554



Particulars

As at As at

31st March, 2016 31st March, 2015

` `

3.4 Long-term provisions

Premium payable on redemption of preference shares 266,700,000 201,100,000

Provision for Employee Benefits:

Provision for compensated absences 616,894 528,441

Provision for gratuity [Refer Note 3.29] 838,280 570,385

Total 268,155,174 202,198,826

3.5 Short-term borrowings (Unsecured)Loan from holding company [Refer Note 3.26] - 145,000,000

Total - 145,000,000

3.6 Other current liabilities

Advances from customers (including the progress billing for which amounts are not received)

- 19,711,344

Amount refundable to customers 697,056 6,248,724

Interest accrued and due on loan from holding company - 4,575,205

Interest accrued but not due on loan from holding company 36,106,600 -

Statutory remittances 1,750,025 990,111

Credit balance of current account of partnership firms 71,626,914 54,301,066

Interest free maintenance security received from customers 14,413,302 9,011,086

Total 124,593,897 94,837,536

3.7 Short-term provisions

Provision for tax [(net of advance tax ` Nil) previous year ` 4,824,248] - 1,332,242

Provision for Employee Benefits:

Provision for compensated absences 302,873 279,962

Provision for gratuity (Refer Note 3.29) 93,142 63,376

Total 396,015 1,675,580


5756



3.8 (a) Fixed assets - Tangible (`)

Assets

Gross Block Accumulated depreciation Net BlockAs at

1st April, 2015

Additions Disposals As at 31st

March, 2016

As at 1st

April, 2015

Transition adjustment recorded against Surplus/Deficit in

statement of Profit & Loss

For the year

On disposals

As at 31st

March, 2016

As at 31st

March, 2016

Furniture and Fixtures 343,940 - - 343,940 242,495 - 29,567 - 272,062 71,878 (508,079) (26,140) (190,279) (343,940) (342,842) (-) (41,799) (142,146) (242,495) (101,445)

Office Equipment 83,849 42,999 - 126,848 50,053 - 35,597 - 85,650 41,198 (245,318) (-) (161,469) (83,849) (98,023) (-) (33,634) (81,604) (50,053) (33,796)

Vehicles 39,315 - - 39,315 32,622 - 1,597 - 34,219 5,096 (39,315) (-) (-) (39,315) (30,525) (-) (2,097) (-) (32,622) (6,693)

Computers 478,350 85,900 - 564,250 399,922 - 94,821 - 494,743 69,507 (406,116) (164,300) (92,066) (478,350) (346,973) (5,255) (134,838) (87,144) (399,922) (78,428)

Total 945,454 128,899 - 1,074,353 725,092 - 161,582 - 886,674 187,679 Previous year (1,198,828) (190,440) (443,814) (945,454) (818,363) (5,255) (212,368) (310,894) (725,092) (220,362)

(b) Fixed assets - Intangible (`)

Assets

Gross Block Accumulated depreciation Net BlockAs at

1st April, 2015


March, 2016

As at 1st

April, 2015

Transition adjustment recorded against Surplus/Deficit in

statement of Profit & Loss

For the year

On disposals

As at 31st

March, 2016

As at 31st

March, 2016

Computers software 80,300 - - 80,300 64,467 - 10,630 - 75,097 5,203 (80,300) (-) (-) (80,300) (32,120) (-) (32,347) (-) (64,467) (15,833)

Total 80,300 - - 80,300 64,467 - 10,630 - 75,097 5,203 Previous year (80,300) (-) (-) (80,300) (32,120) (-) (32,347) (-) (64,467) (15,833)

Note: Figures in bracket pertain to previous year.

ParticularsAs at

31st March, 2016As at

31st March, 2015 ` ` `

3.9 Non-current investmentsTrade investments - Unquoted (valued at cost) Investment in Equity shares of a jointly controlled entity500,000 (previous year: 500,000) Equity shares of ` 10 each fully paid-up of Capital Infraprojects Private Limited 5,000,000 5,000,000

Investment in Equity shares of a associate company50,000 (previous year: Nil) Equity shares of ` 10 each fully paid-up of Golden Palms Facility Management Private Limited

500,000 -

Investment in Preference shares of a jointly controlled entity5,000,000 (previous year: 5,000,000) 14% Non Convertible Cumulative Redeemable Preference shares of ` 10 each fully paid-up of Capital Infraprojects Private Limited

50,000,000 50,000,000

6,250,000 (previous year: 6,250,000) 14% Non Convertible Cumulative Redeemable Preference shares of ` 10 each fully paid-up of Capital Infraprojects Private Limited

75,000,000 75,000,000


5756



ParticularsAs at


31st March, 2015 ` ` `

3.9 Non-current investments (Contd.)Investment in Preference shares of other entity5,000,000 (previous year: 5,000,000) 14% Non Convertible Cumulative Redeemable Preference shares of ` 10 each fully paid-up of World Resorts Ltd

250,000,000 250,000,000

Investment in jointly controlled entities-partnership firms

IITL Nimbus The Hyde Park, NoidaCapital account 45,000,000 45,000,000 Current account 52,570,636 50,974,512

97,570,636 95,974,512 IITL Nimbus The Express Park ViewCapital account 20,237,500 237,500

20,237,500 237,500 IITL Nimbus The Palm Village [Refer Note 3.32]Capital account 220,000,000 237,500

220,000,000 237,500

Total 718,308,136 476,449,512

Aggregate amount of unquoted investments 718,308,136 476,449,512 Notes: (a) Details of investments in jointly controlled entities-partnership firms:

Sr.No.

Name of the Partnership firm

As at 31st March, 2016 As at 31st March, 2015Name of partners Capital

`Share

of each partner in

profitsof the firm

Name of partners Capital `

Share of each

partner in profits

of the firm 1 IITL Nimbus, The

Hyde Park, NoidaIITL Projects Limited 45,000,000 50.00% IITL Projects Limited 45,000,000 45.00%Nimbus Projects Limited 45,000,000 50.00% Nimbus Projects Limited 45,000,000 45.00%

Supertech Limited 10,000,000 10.00%

Total 90,000,000 100.00% Total 100,000,000 100.00% 2 IITL Nimbus, The

Express Park ViewIITL Projects Limited 20,237,500 47.50% IITL Projects Limited 237,500 47.50%Nimbus Projects Limited 20,237,500 47.50% Nimbus Projects Limited 237,500 47.50%Assotech Limited 25,000 5.00% Assotech Limited 25,000 5.00%

Total 40,500,000 100.00% Total 500,000 100.00% 3 IITL Nimbus, The

Palm VillageIITL Projects Limited 220,000,000 47.50% IITL Projects Limited 237,500 47.50%Nimbus Projects Limited 220,000,000 47.50% Nimbus Projects Limited 237,500 47.50%Assotech Limited 25,000 5.00% Assotech Limited 25,000 5.00%

Total 440,025,000 100.00% Total 500,000 100.00%(b) In respect of each of the above firms, which are engaged in developing real estate projects, the Company has in terms of the

respective partnership deeds agreed to contribute further capital as and when needed for the real estate projects.


5958



3.10 Deferred tax (liabilities)/assets: The break-up of deferred tax assets is as under:

Nature of timing difference As at 31st March, 2015

Charge/(Benefit) for the year

As at 31st March, 2016

` ` `

Tax effect of items constituting deferred tax assets:On difference between book balance and tax balance of fixed assets 95,180 12,522 107,702

Provision for employee benefits 445,629 126,388 572,017

Deferred tax assets 540,809 138,910 679,719

ParticularsAs at


31st March, 2015` `

3.11 Long-term loans and advancesUnsecured, considered good

Security deposits 178,750 178,750

Recoverable from Greater Noida Industrial Development Authority (GNIDA)* 4,493,892 4,493,892

Advance payment of income tax (net of provision ` 6,701,321, previous year ` 544,321)

3,780,299 3,645,891

Total 8,452,941 8,318,533

* This represents tax deducted at source on interest paid on land premium installments payable to GNIDA. As per GNIDA tax is not deductible on interest paid to them, however, the Company has deducted and paid the tax amount to the income tax authorities. At the time of obtaining occupancy certificate, the Company had to pay to GNIDA, the amount equivalent to the TDS deducted, as it was construed as short payment. The Company is in discussion with GNIDA, pending resolution the amount has been shown as recoverable from GNIDA.

3.12 Other non-current assetsBank deposits with more than 12 months maturities (pledged against counter guarantees given by bank) 1,064,506 1,064,506

Interest accrued on bank deposits 291,591 190,624

Total 1,356,097 1,255,130

3.13 Inventories(Inventories are valued at lower of cost and net realisable value)

Construction work-in-progress - 61,653,673

Stock of units in completed projects 56,961,804 -

Total 56,961,804 61,653,673

(a) Construction work-in-progress includes borrowing costs (interest expenses) capitalised during the year of ` Nil (Previous year : ` 11,590,393) and is net of interest income of ` Nil (Previous year: ` 540,326).


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ParticularsAs at


31st March, 2015` `

3.14 Trade receivables(Unsecured, considered good)Outstanding for a period exceeding six months from the date they were due for payment

32,481,464 32,387,392

Others - 48,061,164

Total 32,481,464 80,448,556

3.15 Cash and cash equivalentsCash and cash equivalents (as per AS-3 Cash Flow Statements)Cash on hand 10,681 49,618

Balances with banks

- In current accounts 1,546,899 4,069,072

- In deposit accounts with original maturity upto 3 months 1,007,373 2,511,096

(A) 2,564,953 6,629,786 Other Bank Balances:- In deposit accounts with original maturity upto 3 months * - 5,966,153

(B) - 5,966,153

Total (A+B) 2,564,953 12,595,939

* This amount represents deposit collected from customers towards possible VAT liability on sale of flats.

3.16 Short-term loans and advances(Unsecured, considered good)Advances for supply of goods and services 719,043 545,184

Prepaid expenses 281,762 249,708

Balances with government authorities

- Service tax credit receivable - 1,284,548

Total 1,000,805 2,079,440

3.17 Other current assetsUnbilled revenue - 4,222,605

Interest accrued on bank deposits 5,004 44,472

Recoverable from facility manager for the project 1,706,273 -

Total 1,711,277 4,267,077


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ParticularsYear ended Year ended

31st March, 2016 31st March, 2015` `

3.18 Revenue from operations - Revenue from real estate projects 22,887,582 192,795,865

Total 22,887,582 192,795,865

3.19 Other incomeInterest income

- Deposits with banks 950,794 3,482,029 - Income-tax refund - 60,932 - interest received from customers for late payment 3,264,623 3,021,351

Net gain on foreign currency translations and transactions 1,046 - Others 100,585 1,858,009

4,317,048 8,422,321

Less: Transferred to inventories - 540,326

Total 4,317,048 7,881,995

3.20 Cost of sales(i) Cost of construction / development Opening balance of work in progress 61,653,673 100,657,406 Opening stock of material at site - 28,748

(A) 61,653,673 100,686,154 Add : Expenses incurred during the year: Land, development right and transferable development rights - 4,810,520 Material, structural, labour and contract costs 24,294,666 82,158,248 Other project costs 202,281 6,855,885 Employee benefits expense - 690,683 Interest and finance charges - 11,590,393

(B) 24,496,947 106,105,729 Less: Interest income - (540,326)

24,496,947 105,565,403 Less: Closing balance of work in progress - 61,653,673 Stock of units on the date of completion of project 58,059,445 -

(C) 58,059,445 61,653,673 (A+B-C) 28,091,175 144,597,884

(ii) Changes in stock of units in completed project

Stock of units on the date of completion of project 58,059,445 - Stock of units in completed project - closing 56,961,804 -

1,097,641 - Total (i+ii) 29,188,816 144,597,884


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ParticularsYear ended Year ended

31st March, 2016 31st March, 2015` `

3.21 Employee benefits expenseSalaries and bonus (Refer Note 3.33) 7,488,222 7,407,399 Contribution to provident and other funds 525,496 402,262 Staff welfare expenses 121,583 98,231

8,135,301 7,907,892 Less: Transferred to inventories - 690,683

Total 8,135,301 7,217,209

3.22 Finance costsInterest on loan from holding company 45,800,784 16,487,671 Interest on delayed payment of taxes 55,167 259,532 Interest on refund of VAT deposit to customers 278,600 -

46,134,551 16,747,203 Less: Transferred to inventories - 11,590,393

Total 46,134,551 5,156,810

3.23 Other expensesElectricity 240,460 756,302 Rent 929,625 840,000 Insurance 426,345 505,488 Repairs and maintenance 619,208 1,668,640 Rates and taxes 2,500 2,500 Brokerage and commission 1,153,375 1,960,810 Advertisement and Marketing 61,703 712,663 Travelling and conveyance 604,486 594,387 Printing and stationary 167,322 200,209 Communication expenses 172,771 262,257 Membership fees 490,113 427,200 Legal and professional fees 3,244,910 1,465,442 Payments to the auditors - As auditors - statutory audit 850,000 625,000 - For other services 1,025,000 727,500 - Reimbursement of expenses - 29,396 - Service tax 367,876 -

2,242,876 1,381,896

Directors' fees 1,342,400 1,090,000 Business promotion 328,673 108,771 Compensation for delay in possessions (net) 57,056 1,590,468 Service tax input credit not recoverable 1,798,996 - Loss on fixed assets written off - 132,920 Miscellaneous expenses 721,014 443,654

Total 14,603,833 14,143,607


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3.24 Contingent liabilities

Contingent liabilities not provided for in respect of:

Few buyers of residential units have lodged a complaint with the National Consumer Disputes Redressal Commission (NCDRC), alleging failure to comply with the terms of the Builder Buyer Agreement, and are seeking compensation. The matter has been listed for admission /hearing /directions, by NCDRC, in May, 2016. The Company perceives the said complaint as misconceived and not tenable, and does not foresee any financial impact, as of now.

3.25 Earning per share :

Particulars As at As at

31st March, 2016 31st March, 2015

` `

(a) Profit/(Loss) after tax (`) (86,620,897) 45,363,201

Less: Dividend on preference shares including dividend tax 10,110,042 10,110,042

(96,730,937) 35,253,161

(b) Weighted average number of equity shares 4,990,900 4,990,900

(c) Basic and diluted, earnings per equity share (in `) (19.38) 7.06

3.26 Related party disclosures:

(i) (a) Names of related parties and nature of related party relationship where control exists are as under:

Holding Company : Industrial Investment Trust Limited

(b) Names of other related parties and nature of relationship where there are transactions with related parties:

Jointly controlled Entities : IITL-Nimbus, The Hyde Park Noida - a partnership firm IITL- Nimbus, The Express Park View - a partnership firm IITL- Nimbus, The Palm Village - a partnership firm Capital Infraprojects Private Limited

Associate : Golden Palms Facility Management Private Limited (w.e.f. 27th July, 2015)

Key Management Personnel : D.P. Goyal, Managing Director

Company in which directors have Nimbus Projects Limited significant influence :

(ii) Transactions / balances outstanding with related parties :

(a) Key management personnel :

Nature of transactions `

Remuneration to Managing Director 2,996,263 (2,997,375)

Note: Figures in brackets pertain to previous year

(b) Company in which directors have significant influence :


Rent Paid to Nimbus Projects Limited 540,000 (540,000)

Note: Figures in brackets pertain to previous year


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3.26 Related party disclosures: (contd.)

(c) Other related parties: (`)Nature of transactions Holding

CompanyEntitles under

significant influence

Jointly controlled

Entities

Associate Company

(I) Nature and Amount of transactions:a Loan taken from

Industrial Investment Trust Limited 219,800,000 (45,000,000)

b Share of Profit from Partnership Firms IITL Nimbus, The Hyde Park Noida 1,596,124

(2,873)IITL Nimbus, The Express Park View 506,076

(22,634,085)c Share of Loss from Partnership Firm

IITL Nimbus, The Palm Village 17,831,924 (681,288)

d Purchase of Equity shares of Golden Palms Facility Management Private LimitedNimbus Projects Limited 500,000

(-) e Subscription to Preference Shares

Capital Infraprojects Private Limited - (75,000,000)

f Share of Profit refund to Partnership FirmIITL Nimbus The Hyde Park Noida -

(25,000,000)g Capital Contribution to Partnership Firms

IITL Nimbus The Express Park View 20,000,000 (-)

IITL Nimbus The Palm Village 219,762,500 (-)

h Interest ExpenseIndustrial Investment Trust Limited 45,800,784

(16,487,671)(II) Balances at year-endA Amounts Payable

Industrial Investment Trust Limited - Loan taken 364,800,000

(145,000,000)- Interest accrued and due -

(4,575,205)- Interest accrued but not due on loan 36,106,600

(-) B i) Credit balance of current account of partnership firms

IITL Nimbus, The Express Park View 34,348,566 (34,854,642)

IITL Nimbus, The Palm Village 37,278,348 (19,446,424)

ii) Debit balance of current account of partnership firm IITL Nimbus, The Hyde Park Noida 52,570,636

(50,974,512)iii) Capital account of partnership firms IITL Nimbus, The Hyde Park Noida 45,000,000

(45,000,000) IITL Nimbus, The Express Park View 20,237,500

(237,500) IITL Nimbus, The Palm Village 220,000,000

(237,500)


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Nature of transactions Holding Company

Entitles under significant influence

Jointly controlled

Entities

Associate Company

C InvestmentCapital Infraprojects Private LimitedEquity shares 5,000,000

(5,000,000)Preference shares 125,000,000

(125,000,000)Golden Palms Facility Management Private LimitedEquity shares 500,000

(-) Note: Figures in brackets pertains to previous year. Above disclosures exclude related party transactions in nature of reimbursement.3.27 The Company’s business activity falls within a single segment viz.” Real Estate development and related activities” and the

income there from being in the domestic market, the disclosure requirements of Accounting Standard 17 “Segment Reporting”, as specified under Section 133 of the 2013 Act, are not applicable.

3.28 In compliance with the Accounting Standard 27 on ‘Financial Reporting of Interests in Joint Ventures’ as specified under Section 133 of the 2013 Act, the Company has interests in the following jointly controlled entities:

Name of Jointly controlled Entities Nature of Project Ownership Interest

Country of Incorporation

IITL Nimbus The Hyde Park Noida Real Estate 50.00% India(45.00%)

Capital Infraprojects Private Limited Real Estate 50.00% India(50.00%)

IITL Nimbus The Express Park View Real Estate 47.50% India(47.50%)

IITL Nimbus The Palm Village Real Estate 47.50% India(47.50%)

Financial interest of the company in jointly controlled entities is as under: (`)

Name of Jointly controlled EntitiesIITL Nimbus

The Hyde Park Noida

Capital Infraprojects

Private Limited

IITL Nimbus The Express Park

View

IITL Nimbus The Palm Village

Assets 1,496,520,710 1,051,473,057 1,021,285,587 613,613,218 (1,189,717,045) (1,118,354,319) (1,000,791,679) (491,652,633)

Liabilities 1,398,950,073 909,012,265 1,036,396,652 441,879,690 (1,093,742,532) (976,729,005) (1,035,408,820) (510,861,557)

Income 792,438,670 348,082,779 161,568,014 68,011 (375,631,830) (163,606,340) (280,212,311) (585,440)

Expenses 789,183,974 346,926,173 161,064,584 17,899,935 (373,456,407) (155,434,279) (257,583,924) (1,266,728)

Tax 1,658,573 321,129 (2,646) - (2,172,550) (2,732,372) (-5698) (-)

Contingent liability 2,543,987 1,609,240 6,439,592 475,000 (2,289,588) (1,609,240) (475,000) (475,000)

Notes: a) The Company’s share of assets, liabilities, income and expenditure has been included on the basis of audited financial

information of its Jointly controlled entities. b) Figures in brackets pertains to previous year.


(c) Other related parties: (contd.)

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3.29 Employee Benefits(a) Defined Contribution Plan

Contribution to defined contribution plan, recognised in the Statement of Profit and Loss under Contribution to provident fund and other funds in Note 3.21 for the year are as under:

31st March, 2016 31st March, 2015` `

Employer's contribution to Regional Provident Fund Commissioner 131,911 163,271 Employer's contribution to Family Pension Fund 95,924 82,707

(b) Defined Benefit Plan Gratuity (funded) 31st March, 2016 31st March, 2015

` `

i Reconciliation of opening and closing balances of Defined Benefit ObligationPresent value of Defined Benefit Obligation as at the beginning of the year 1,073,795 829,974 Interest Cost 85,904 70,525 Current Service Cost 207,663 222,407 Benefits (paid)/Received (203,590) 51,588 Net Actuarial (Gain)/loss 32,608 (100,699)Present value of Defined Benefit Obligation as at the end of the year 1,196,380 1,073,795

ii Reconciliation of fair value of Plan AssetsFair value of Plan Assets as at the beginning of the year 440,034 309,169 Expected return on Plan Assets 28,514 35,949 Net Actuarial Gain / (Loss) - - Employer’s Contribution - 94,916 Benefits paid (203,590) - Fair value of Plan Assets as at the end of the year 264,958 440,034 The Company expects to contribute ` Nil to its Defined Benefit Gratuity plan during the annual period beginning after the Balance Sheet date.

The major categories of Plan Assets as a percentage of the fair value of total Plan Assets are as follows:

Funds maintained with Life Insurance Corporation of India 100.00% 100.00%Note: The Company is unable to obtain the details of major category of plan assets from the insurance company (Life Insurance Corporation of India) and hence the disclosure thereof is not made.

iii Net assets / (liabilities) recognised in the Balance SheetPresent value of Defined Benefit Obligation (1,196,380) (1,073,795)Fair value of Plan Assets 264,958 440,034 Net assets / (liabilities) recognised in the Balance Sheet (931,422) (633,761)

iv Components of Employer’s ExpensesCurrent Service Cost 207,663 222,407 Interest Cost 85,904 70,525 Expected return on Plan Assets (28,514) (35,949)Net Actuarial Gain / (Loss) 32,608 (100,699)Total expense recognised in the Statement of Profit and Loss in Note 3.21 under: ‘Contribution to provident and other funds’

297,661 156,284

Actual return on Plan Assets 28,514 35,949

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3.29 Employee Benefits (Contd.)(b) Defined Benefit Plan (contd.)

v Actuarial AssumptionsMortality Table LIC (2006-08)

(Ultimate)LIC (1994-96)

(Ultimate)

Discount rate 8.00 % 8.00 %

Expected rate of return on Plan Assets 6.48 % 9.00%

Salary escalation 7.00 % 7.00 %

vi a. The estimates of rate of escalation in salary considered in actuarial valuation takes into account inflation, seniority, promotion and other relevant factors including supply and demand in the employment market.

b. The discounting rate is considered based on market yield on government bonds having currency and terms consistent with the currency and terms of the post-employment benefit obligations.

c. Expected rate of return on assets is determined based on expectation of the average long term rate of return on investments of the fund during the estimated term of the obligations.

vii Net assets / (liabilities) recognised in the Balance Sheet as at respective year ends and experience adjustment:

Gratuity (Funded)

31st March, 2016

31st March, 2015

31st March, 2014

31st March, 2013

31st March, 2012

` ` ` ` `

1. Present Value of Defined Benefit Obligation 1,196,380 1,073,795 829,974 531,986 126,042

2. Fair Value of Plan Assets 264,958 440,034 309,169 284,293 260,819

3. Funded Status [Surplus/(Deficit)] (931,422) (633,761) (520,805) (247,693) 134,777

4. Experience adjustment arising on:

a. Plan Liabilities (Gain)/Loss 32,608 100,699 39,730 202,722 16,289

b. Plan Assets (Gain)/Loss 6,689 746 2,133 2,608 15,332

3.30 Pursuant to the enactment of the 2013 Act, the Company has, effective 1st April 2014, reviewed and revised the estimated useful life of its fixed assets, in accordance with the provisions of Schedule II to the 2013 Act. The carrying amount of the assets as on that date has been depreciated over the remaining useful life of the assets as per Schedule II of the 2013 Act. Consequently, depreciation for the previous year was higher by ` 1,02,554. Further, an amount of ` 5,255 was recognized in the Deficit in the statement of profit and loss under Reserve and Surplus, where the remaining useful life of such assets was ` Nil as at 1st April, 2014 in line with the provisions of Schedule II to the 2013 Act.

3.31 There are no amounts due to the suppliers covered under the Micro, Small and Medium Enterprises Development Act, 2006 (“the Act”). The identification of vendors as a “Supplier” under the Act has been done on the basis of the information to the extent provided by the vendors to the Company. This has been relied upon by the auditors.

3.32 Due to Real Estate market condition, low demand and consequent delay, IITL Nimbus the Palm Village - jointly controlled entity (the Firm) has started refunding booking amount along with interest to the customers as per their request. The Firm is in the process of evaluating alternative options for executing this project within the overall framework of the lease agreement. The management at this stage does not expect any erosion in the capital contribution in the Firm.


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3.33 At the Annual General Meeting (AGM) of the Company held on 30th August, 2014, the Company had obtained shareholders approval for re-appointment of and remuneration payable to Managing Director, Mr. D.P. Goyal for the period from 5th July, 2014 to 4th July, 2016, pursuant to the provisions of Section 196, 197 and 203 read with Schedule V and all other applicable provisions of the 2013 Act. Employee benefits for the year ended 31st March 2016 includes remuneration to Managing Director Mr. D.P. Goyal ` 2,996,263 (Refer Note 3.21). The Company had expected to make profits in the financial year 2014-15 and 2015-16 and hence disclosures required under Schedule V of the 2013 Act, were not given. However on account of loss incurred in the financial year 2015-2016 in terms of provisions of Section 197 read with Schedule V of the 2013 Act, the Company will make disclosures as required under Schedule V in the Notice convening the ensuing AGM and will seek ratification from the shareholders.

3.34 Previous year’s figures have been regrouped/reclassified wherever necessary to correspond with the current year classification/disclosure.

For and on behalf of the Board of Directors

DR. B. SAMAL D. P. GOYAL BIPIN AGARWAL Chairman Managing Director Director

KAUSHIK DESAI SHUBHANGI LOHIA Chief Financial Officer Company Secretary

Mumbai: 25th May, 2016


6968



INDEPENDENT AUDITORS’ REPORT

TO THE MEMBERS OF IITL PROJECTS LIMITED

Report on the Consolidated Financial Statements

We have audited the accompanying consolidated financial statements of IITL PROJECTS LIMITED (hereinafter referred to as “the Company”) and its associate and jointly controlled entities, comprising of the Consolidated Balance Sheet as at 31st March, 2016, the Consolidated Statement of Profit and Loss, the Consolidated Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information (hereinafter referred to as “the consolidated financial statements”).

Management’s Responsibility for the Consolidated Financial Statements

The Company’s Board of Directors is responsible for the preparation of these consolidated financial statements in terms of the requirements of the Companies Act, 2013 (hereinafter referred to as “the Act”) that give a true and fair view of the consolidated financial position, consolidated financial performance and consolidated cash flows of the Company including its Associate and Jointly controlled entities in accordance with the accounting principles generally accepted in India, including the Accounting Standards prescribed under Section 133 of the Act, as applicable. The respective Board of Directors of the Company, its associate and jointly controlled entities are responsible for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding its assets and for preventing and detecting frauds and other irregularities; the selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting

records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error, which have been used for the purpose of preparation of the consolidated financial statements by the Directors of the Company, as aforesaid.


Our responsibility is to express an opinion on these consolidated financial statements based on our audit. While conducting the audit, we have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.

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

6968



We believe that the audit evidence obtained by us and the audit evidence obtained by the other auditors in terms of their reports referred to in the Other Matters paragraph below, is sufficient and appropriate to provide a basis for our audit opinion on the consolidated financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid consolidated financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the consolidated state of affairs of the Company, its associate and jointly controlled entities as at 31st March, 2016, and their consolidated loss and their consolidated cash flows for the year ended on that date.

Other Matters

We did not audit the financial statements of four jointly controlled entities, whose financial statements reflect total assets of ` 4,182,892,572 as at 31st March, 2016, total revenues of ` 1,302,157,473 and net cash outflows amounting to ` 110,604,219 for the year ended on that date, as considered in the consolidated financial statements. The consolidated financial statements also include the Company’s share of net profit of ` 150,816 for the year ended 31st March, 2016, as considered in the consolidated financial statements, in respect of an associate, whose financial statements have not been audited by us. These financial statements have been audited by other auditors whose reports have been furnished to us by the Management and our opinion on the consolidated financial statements, in so far as it relates to the amounts and disclosures included in respect of these jointly controlled entities and associate company, is based solely on the reports of the other auditors.

Our opinion on the consolidated financial statements, and our report on Other Legal and Regulatory Requirements below is not modified in respect of the above matters with respect to our reliance on the work done and the reports of the other auditors.

Report on Other Legal and Regulatory Requirements

1. As required by Section 143(3) of the Act, we report, to the extent applicable, that:

a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit of the aforesaid consolidated financial statements.

b) In our opinion, proper books of account as required by law relating to preparation of the aforesaid consolidated financial statements have been kept so far as it appears from our examination of those books and the reports of the other auditors.

c) The Consolidated Balance Sheet, the Consolidated Statement of Profit and Loss, and the Consolidated Cash Flow Statement dealt with by this Report are in agreement with the relevant books of account maintained for the purpose of preparation of the consolidated financial statements.

d) In our opinion, the aforesaid consolidated financial statements comply with the Accounting Standards prescribed under Section 133 of the Act,as applicable.

e) On the basis of the written representations received from the directors of the Company as on 31st March, 2016 taken on record by the Board of Directors of the Company and the reports of the statutory auditors of the associate company and a jointly controlled company incorporated in India, none of the directors of the Company, its associate company and a jointly controlled company incorporated in India is disqualified as on 31st March, 2016 from being appointed as a director in terms of Section 164 (2) of the Act.

f) With respect to the adequacy of the internal financial controls over financial reporting and the operating effectiveness of such controls, refer to our Report in “Annexure A”, which is based on the auditors’

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reports of the Company, associate company and a jointly controlled company incorporated in India. Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company’s,associate company’s and a jointly controlled company’s incorporated in India internal financial controls over financial reporting.

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

i. The consolidated financial statements disclose the impact of pending litigations on the consolidated financial position of the Company, its associate and jointly controlled entities.

ii. The Company, its associate and jointly controlled entities did not have any material foreseeable losses on long-term contracts including derivative contracts.

iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company, associate company and a jointly controlled company incorporated in India





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ANNEXURE “A” TO THE INDEPENDENT AUDITOR’S REPORT(Referred to in paragraph 1(f) under ‘Report on Other Legal and Regulatory Requirements’ of our report of even date to the members of IITL Projects Limited on the consolidated financial statements for the year ended 31st March, 2016)Report on the Internal Financial Controls Over Financial Reporting under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)

In conjunction with our audit of the consolidated financial statements of the Company as of and for the year ended March 31, 2016, we have audited the internal financial controls over financial reporting of IITL Projects Limited (hereinafter referred to as “the Company”) and its associate company and a jointly controlled company, which are companies incorporated in India, as of that date.

Management’s Responsibility for Internal Financial Controls

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


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

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

We believe that the audit evidence we have obtained and the audit evidence obtained by the other auditors of the associate company and a joint controlled company, which are companies incorporated in India, in terms of their reports referred to in the Other Matters paragraph below, is sufficient and appropriate to provide a basis for our audit opinion on the internal financial controls system over financial reporting of the aforesaid entities.

Meaning of Internal Financial Controls Over Financial Reporting

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

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion to the best of our information and according to the explanations given to us, the Company, its associate company and a jointly controlled company, which are companies incorporated in India, have, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2016, based on the internal control over financial reporting criteria established by the respective companies considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

Other Matters

Our aforesaid report under Section 143(3)(i) of the Act on the adequacy and operating effectiveness of the internal financial controls over financial reporting insofar as it relates to one associate company and one jointly controlled company, which are companies incorporated in India, is based on the corresponding reports of the auditors of such companies incorporated in India.





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Particulars Note No. As at31st March, 2016

`

EQUITY AND LIABILITIES

Shareholders’ fundsShare capital 2.1 120,079,000 Reserves and surplus 2.2 (50,001,287)

70,077,713

Minority Interest -

Non-current liabilitiesLong-term Borrowings 2.3 493,467,808 Other long-term liabilities 2.4 1,048,488,313 Long-term provisions 2.5 268,555,711

1,810,511,832 Current liabilities

Short term borrowings 2.6 629,590,079 Trade payables(a) Total outstanding dues of micro enterprises and small enterprises; and 2.35 -(b) total outstanding dues of creditors other than micro enterprises and small enterprises 2.7 1,048,176,676 Other current liabilities 2.8 986,694,278 Short-term provisions 2.9 5,888,628

2,670,349,661

Total 4,550,939,206 ASSETS

Non-current assetsFixed assets 2.10 Tangible assets 4,650,939

Intangible assets 256,425 4,907,364

Goodwill on Consolidation 5,750 Non-current investments 2.11 250,650,816 Deferred tax assets (net) 2.12 952,137 Long-term loans and advances 2.13 12,985,070 Other non-current assets 2.14 3,388,764

272,889,901 Current assets

Inventories 2.15 3,628,382,935 Trade receivables 2.16 242,931,853 Cash and cash equivalents 2.17 24,904,412 Short-term loans and advances 2.18 221,375,766 Other current assets 2.19 160,454,339 4,278,049,305

Total 4,550,939,206

See accompanying notes forming part of the consolidated financial statements

CONSOLIDATED BALANCE SHEET AS AT 31ST MARCH, 2016


For Deloitte Haskins & Sells DR. B. SAMAL D P GOYAL BIPIN AGARWAL Chartered Accountants Chairman Managing Director Director

UDAY M. NEOGI SHUBHANGI LOHIA KAUSHIK DESAI Partner Company Secretary Chief Financial Officer


7372



Particulars Note No. For the year ended 31st March, 2016

`

Revenue from operations 2.20 1,315,941,686

Other income 2.21 13,420,419

Total Revenue 1,329,362,105

Cost of sales 2.22 1,274,719,142

Employee benefits expense 2.23 18,381,373

Finance costs 2.24 66,203,367

Depreciation and amortisation expense 2.10 757,867

Other expenses 2.25 53,247,628

Total expenses 1,413,309,377

Loss before tax (83,947,272)

Tax expense/(benefit):

- Current tax expense 1,311,759

- Short provision for tax relating to prior years 727,235

- Deferred tax (200,848)

Net tax expense 1,838,146

Loss after tax before share of profit of associate (85,785,418)

Share in profit of associate 150,816

Loss for the year attributable to shareholders of the Company (85,634,602)

Earnings per equity share: 2.29

Basic and Diluted (19.18)

Nominal Value per equity share (`) 10.00

See accompanying notes forming part of the consolidated financial statements

CONSOLIDATED STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31ST MARCH, 2016





7574



CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2016 Particulars For the

year ended 31st March, 2016

`

A. CASH FLOW FROM OPERATING ACTIVITIES

Net Loss before tax (83,947,272)

Adjustments for:

Depreciation on fixed assets 757,867

Interest income - on deposits with banks (3,354,703)

Interest on income tax (70,354)

Dividend income (103,686)

Profit on sale of current investments (net) (137,732)

Finance Costs 66,203,367

Amounts no longer payable written back (5,770,080)

Operating (profit) / loss before working capital changes (26,422,593)

Changes in working capital

Adjustments for (increase) / decrease in operating assets:

Inventories (See Note 1 below) (282,245,337)

Trade receivables 100,719,123

Short-term loans and advances (19,526,280)

Long-term loans and advances (913,082)

Other current assets (156,088,085)

Adjustments for increase / (decrease) in operating liabilities:

Trade payables 360,597,231

Other current liabilities (474,357,654)

Short-term provisions (5,202,086)

Other long-term liabilities (1,438,754)

Long-term provisions 1,605,817

Cash flow generated from / (used in) operations (503,271,701)

Net income tax paid (4,157,811)

Net cash generated from / (used in) operating activities (A) (507,429,512)

B. CASH FLOW FROM INVESTING ACTIVITIES

Bank balances not considered as cash and cash equivalents 5,888,451

Purchase of non current investments (500,000)

Purchase of current investments (72,561,793)

Proceeds from sale of current investments 72,699,525

Interest received (See Note 1 below) 3,461,378

Dividend income 103,686

Purchase of fixed assets (2,325,246)

Net cash generated from / (used in) investing activities (B) 6,766,001

7574



CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2016 (Contd.) Particulars For the

year ended 31st March, 2016

`

C. CASH FLOW FROM FINANCING ACTIVITIES Proceeds from long term borrowings 388,467,808 Proceeds from short term borrowings (net) 116,301,959 Finance cost (See Note 1 below) (114,358,554)

Net cash (used in) / generated from financing activities (C) 390,411,213

NET (DECREASE) / INCREASE IN CASH AND CASH EQUIVALENTS (A+B+C) (110,252,298)

Cash and cash equivalents at the beginning of the year 134,621,012

Cash and cash equivalents at the end of the year (See Note 2.17) 24,368,714

Notes:1 Changes in inventories is after adjusting borrowing costs capitalised. Interest received is inclusive of amount netted off from inventories and finance

cost is inclusive of amount capitalised under inventories. 2 The Cash Flow Statement has been prepared under the “Indirect Method” as set out in the Accounting Standard - 3.





7776



NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

1.1 Basis of consolidation :

The consolidated financial statements relate to IITL Projects Limited (the Company), its Associate and Jointly Controlled Entities (the Group). The consolidated financial statements have been prepared in accordance with Accounting Standard 23 “Accounting for Investments in Associates in Consolidated Financial Statements” (AS 23) and Accounting Standard 27 “Financial Reporting of Interests in Joint Ventures” (AS 27) specified under Section 133 of the Companies Act, 2013 (‘the 2013 Act’), and the relevant provisions of the 2013 Act as applicable.

1.2 (i) The financial statements of the following jointly controlled entities, have been consolidated as per Accounting Standard 27 on “Financial Reporting of Interest in Joint Ventures” as specified under Section 133 of the 2013 Act.

Name of Jointly Controlled Entity For the year ended 31st March, 2016

Extent of holding (%)

(i) Capital Infraprojects Private Limited (CIPL) 50

(ii) IITL Nimbus The Hyde Park Noida (INHP) - Partnership Firm 50

(iii) IITL Nimbus The Express Park View (INEPV) - Partnership Firm 47.50

(iv) IITL Nimbus The Palm Village (INPV) - Partnership Firm 47.50

All the jointly controlled entities mentioned above are incorporated in India.

(ii) The following associate, investment in which is accounted using equity method as per Accounting standard 23 on “ Accounting for Investments in Associates in Consolidated Financial Statements” as specified under Section 133 of the 2013 Act.

Name of Jointly Controlled Entity For the year ended 31st March, 2016

Extent of holding (%)

Golden Palms Facility Management Private Limited (GPFMPL) (w.e.f. 27.07.2015) 50

1.3 Principles of consolidation:

The Consolidated Financial Statements have been prepared on the following basis:

(i) The financial statements of the Company and jointly controlled entities have been consolidated on a line by line basis by adding together the book values of like items of assets, liabilities, income and expenses, after eliminating intra - group balances and intra - group transactions resulting in unrealised profits or losses as per Accounting Standard 27 “Financial Reporting of Interests in Joint Ventures” (AS 27) as specified under Section 133 of the 2013 Act using the “proportionate consolidation” method.

(ii) The financial statements of jointly controlled entities used in the consolidation are drawn up to the same reporting date as that of the Company, i.e. 31st March, 2016.

(iii) The excess of cost to the Company of its investment in the jointly controlled entities over the Company’s portion of equity, at the dates on which the investments are made/acquired, is recognised in the financial statements as Goodwill being an asset in the Consolidated Financial Statements. Similarly, where the share of equity in the jointly controlled entities as on the dates of investment /acquisition is in excess of cost of the investment of the company, it is recognised as Capital Reserve and shown under Reserves & Surplus in the Consolidated Financial Statements.

(iv) The difference between the cost of investment in the associate and the share of net assets at the time of acquisition of shares in the associate is identified in the consolidated financial statements as Goodwill or Capital reserve as the case may be.

7776



NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Contd.)1.4 Significant Accounting Policies: (Contd.)

(i) Basis of accounting:

The consolidated financial statements of the Group have been prepared in accordance with the Generally Accepted Accounting Principles in India (Indian GAAP) to comply with the Accounting Standards specified under Section 133 of the Companies Act, 2013 (‘the 2013 Act’). The consolidated financial statements have been prepared on accrual basis under the historical cost convention. All assets and liabilities are classified as current if it is expected to realise or settle within 12 months after balance sheet date.

(ii) Use of estimates:

The preparation of the financial statements in conformity with Indian GAAP requires the Management to make estimates and assumptions considered in the reported amounts of assets and liabilities (including contingent liabilities) as of the date of the financial statements and the reported income and expenses during the reporting year. Management believes that the estimates used in preparation of the financial statements are prudent and reasonable. Future results could differ due to these estimates .

(iii) Revenue recognition:

(a) Revenue from real estate projects is recognized on the Percentage of Completion Method. Revenue is recognised in relation to the areas sold, on the basis of percentage of actual costs incurred as against the total estimated costs of the project under execution, subject to such actual costs being 25 percent or more of the total estimated costs. Land costs are not included for the purpose of computing the percentage of completion. When it is probable that total estimated costs will exceed total project revenues, the expected loss is recognised as an expense immediately.

The estimates of saleable area and costs are revised periodically by the Management. The effect of such changes in estimates is recognised in the period in which such changes are determined.

In case of Joint venture Entities in real estate activities, revenue from Real estate projects is recognized as per the Guidance Note on Accounting for Real Estates transactions (Revised 2012) issued by ICAI. It is based on Percentage of completion method.

Sale of units in completed project is recognised at the sale consideration when all significant risks and rewards of ownership in the property is transferred to the buyer and are net of adjustments on account of cancellation.

(b) Interest on fixed deposits are accounted on time proportionate basis.

(c) Rental income is accrued on the basis of the agreement.

(d) Dividend is accounted when the right to receive payment is established.

(iv) Inventories :

Stock of units in completed projects and construction work-in-progress are valued at lower of cost and net realisable value. Cost is aggregate of land cost, premium for development rights, materials, contract works, direct expenses, provisions and apportioned borrowing costs and is net of material scrap receipts, and in case of construction work-in-progress is after ascertaining the cost of sales which is determined based on the total area sold as at the Balance Sheet date.

(v) Fixed Assets :

Tangible Assets :

Fixed assets are stated at cost of acquisition less accumulated depreciation and amortisation. Cost comprises of the purchase price and any other attributable cost of bringing the asset to its working condition for its intended use.

Intangible Assets:

Intangible assets are recognized only if it is probable that the future economic benefits that are attributable to the assets will flow to the enterprise and the cost of the assets can be measured reliably. Expenditure on an intangible item is expensed when incurred unless it forms part of the cost of intangible asset that meets the recognition criteria. Intangible assets are stated at cost of acquisition and are carried at cost less accumulated amortization and impairment loss, if any.

7978



NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Contd.)1.4 Significant Accounting Policies: (contd.)

(vi) Depreciation and amortisation: (a) Depreciation on fixed assets is provided on the written down value basis as per the useful life prescribed in

Schedule II to the 2013 Act, except in respect of INHP, INEPV and INPV, joint venture partnership firms where depreciation is provided on written down value method, at rates and in the manner as provided under Section 32 of the Income Tax Act, 1961 and CIPL where depreciation is provided on straight line method based on the useful life prescribed in Schedule II to the 2013 Act.

(b) Depreciation on additions to fixed assets is provided for the full year irrespective of the date of addition and no depreciation is provided on deletions to fixed assets in the year of sale except in respect of INHP, INEPV and INPV, joint venture partnership firms where depreciation is provided as per Income Tax Act, 1961 and CIPL where depreciation is charged on pro rata basis for the assets purchased/sold during the year.

(c) Computer software is amortised over the period of its estimated useful life ranging from 2 to 5 years. The estimated useful life of the intangible assets and the amortisation period are reviewed at the end of each financial year and the amortisation method is revised to reflect the changed pattern.

(vii) Investments: Long Term Investments are valued at cost unless there is a diminution in value, other than temporary for which provision

is made. Current investments are carried individually, at the lower of cost and fair value. Cost of investments include acquisition charges such as brokerage, fees and duties.

(viii) Taxation: Tax expense comprises current and deferred tax. Current tax is measured at the amount expected to be paid to the

tax authorities in accordance with the Income-tax Act, 1961. Deferred tax is recognised on timing differences, being the differences between the taxable income and the accounting income that originate in one period and are capable of reversal in one or more subsequent periods. Deferred tax is measured using the tax rates and tax laws enacted or substantially enacted by the Balance Sheet date.

Deferred tax liabilities are recognised for all timing differences. Deferred tax assets other than on carried forward losses and unabsorbed depreciation are recognised only to the extent that there is reasonable certainty that sufficient future taxable income will be available against which such deferred tax assets can be realised.

Deferred tax assets on account of carried forward losses and unabsorbed depreciation are recognised only to the extent that there is virtual certainty supported by convincing evidence that sufficient future taxable income will be available against which such deferred tax assets can be realised.

Deferred tax assets are reviewed at each balance sheet date for their realisability. (ix) Provisions and contingencies: A provision is recognised when the Group has a present obligation as a result of past events and it is probable that an

outflow of resources will be required to settle the obligation in respect of which a reliable estimate can be made. Provisions (excluding retirement benefits) are not discounted to their present values and are determined based on the best estimate required to settle the obligation at the Balance Sheet date. These are reviewed at each Balance Sheet date and adjusted to reflect the current management estimates. Contingent liabilities are disclosed in the Notes. Contingent assets are not recognised nor disclosed in the financial statements.

(x) Impairment of assets: The carrying values of assets / cash generating units at each balance sheet date are reviewed for impairment. If any

indication of impairment exists, the recoverable amount of such assets is estimated and impairment is recognised, if the carrying amount of these assets exceeds their recoverable amount. The recoverable amount is the greater of the net selling price and their value in use. Value in use is arrived at by discounting the future cash flows to their present value based on an appropriate discount factor. When there is indication that an impairment loss recognised for an asset in earlier accounting periods no longer exists or may have decreased, such reversal of impairment loss is recognised in the Consolidated Statement of Profit and Loss, except in case of revalued assets.

(xi) Employee Benefits: (a) Short term employee benefits: The undiscounted amount of short-term employee benefits expected to be paid in exchange for the services

rendered by employees are recognised during the year when the employees render the service. These benefits include performance incentive and compensated absences which are expected to occur within twelve months after the end of the period in which the employee renders the related service.

7978



NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Contd.)1.4 Significant Accounting Policies: (contd.)

(b) Long term employee benefits: (i) Defined Contribution Plan: The Group contribution to provident fund, superannuation fund and employee state insurance scheme are

considered as defined contribution plans and are charged as an expense based on the amount of contribution required to be made and when services are rendered by the employees.

(ii) Defined Benefit Plan: For defined benefit plan in the form of gratuity, the cost of providing benefits is determined using the Projected

Unit Credit method, with actuarial valuations being carried out at each balance sheet date. Actuarial gains and losses are recognised in the Statement of Profit and Loss in the period in which they occur. Past service cost is recognised immediately to the extent that the benefits are already vested and otherwise is amortised on a straight-line basis over the average period until the benefits become vested. The retirement benefit obligation recognised in the Balance Sheet represents the present value of the defined benefit obligation as adjusted for unrecognised past service cost, as reduced by the fair value of plan assets. Any asset resulting from this calculation is limited to past service cost, plus the present value of available refunds and reductions in future contributions to the plan.

(iii) Compensated absences: The Group provides for the encashment of leave or leave with pay subject to certain rules. The Employees

are entitled to accumulate leave subject to certain limits for future encashment / availment. The Group makes provision for compensated absences based on an actuarial valuation carried out at the end of the year except for Joint Ventures in case of which the provision for compensated absences, which is not material, is based on management valuation. Actuarial gains and losses are recognised in the Consolidated Statement of Profit and Loss.

(xii) Borrowing costs: Borrowing costs that are directly attributable to the acquisition or construction of qualifying assets are capitalised for the

period until the asset is ready for its intended use. A qualifying asset is an asset that necessarily takes substantial period of time to get ready for its intended use. Other Borrowing costs are recognised as an expense in the period in which they are incurred. Capitalisation of borrowing costs is suspended and charged to the Consolidated Statement of Profit and Loss during extended periods when active development activity on the qualifying assets is interrupted.

(xiii) Operating Lease: Leases where the lessor effectively retains substantially all the risks and benefits of ownership of the leased assets, are

classified as operating leases. Operating lease payments are recognised as an expense in Consolidated Statement of Profit and Loss on a straight-line basis over the lease term.

(xiv) Earnings per share: Basic earnings per share is computed by dividing the profit / (loss) after tax (including the post tax effect of extraordinary items,

if any) by the weighted average number of equity shares outstanding during the year. Diluted earnings per share is computed by dividing the profit / (loss) after tax (including the post tax effect of extraordinary items, if any) as adjusted for dividend, interest and other charges to expense or income (net of any attributable taxes) relating to the dilutive potential equity shares, by the weighted average number of equity shares considered for deriving basic earnings per share and the weighted average number of equity shares which could have been issued on the conversion of all dilutive potential equity shares.

(xv) Cash and bank balances (for purposes of Cash Flow Statement): Cash comprises cash on hand and demand deposits with banks. Cash equivalents are short-term balances (with an original

maturity of three months or less from the date of acquisition), highly liquid investments that are readily convertible into known amounts of cash and which are subject to insignificant risk of changes in value.

(xvi) Cash flow statement: Cash flows are reported using the indirect method, whereby profit / (loss) before extraordinary items and tax is adjusted

for the effects of transactions of non-cash nature and any deferrals or accruals of past or future cash receipts or payments. The cash flows from operating, investing and financing activities of the Group are segregated based on the available information.

8180



NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Contd.) 2.1 Share capital

Particulars As at31st March, 2016

`

Authorised10,000,000 Equity shares of ` 10 each 100,000,000

15,000,000 12% Non Convertible Cumulative Redeemable Preference Shares of ` 10/- each 150,000,000

250,000,000 Issued5,050,100 Equity shares of ` 10/- each 50,501,000

7,000,000 12% Non Convertible Cumulative Redeemable Preference Shares of ` 10/- each 70,000,000

120,501,000 Subscribed and Fully paid up4,990,900 Equity shares of ` 10/- each fully paid-up 49,909,000

Add: 59,200 Equity shares forfeited - amount paid 170,000

7,000,000 12% Non Convertible Cumulative Redeemable Preference Shares of ` 10/- each fully paid-up 70,000,000

Total 120,079,000

(a) Reconciliation of the number of shares and amount outstanding at the beginning and at the end of the reporting period:

(i) Equity Shares

There is no movement in the number of shares and amount outstanding of Equity shares in current year.

(ii) 12% Non Convertible Cumulative Redeemable Preference Shares

There is no movement in the number of shares and amount outstanding of Preference shares in current year.

(b) Rights, preferences and restrictions attached to equity shares

The Company has only one class of equity shares having a par value of ` 10 per share. Each holder of equity shares is entitled to one vote per share. The dividend, if any, proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.

In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after payment of all claims/liabilities.

(c) Rights, preferences and restrictions attached to Preference shares

The holder of the Preference Shares shall be entitled to receive cumulative dividend at 12% per annum from the date of allotment till the date of redemption. The Preference Shares shall rank for capital and dividend (including all dividends undeclared upto the commencement of winding up) and for repayment of capital in a winding up pari pasu inter se and in priority to the Equity Shares of the Company, but shall not confer any further or other right to participate either in profits or assets. The Preference Shares shall be redeemable at the end of seventh year from the date of allotment at the rate of ` 85/- per share (including redemption premium of ` 75/- per share). The Company shall have the option to redeem, all or any part thereof, of the said Preference Shares, in one or more tranches, at the rate of ` 65/- per share (including redemption premium of ` 55/- per share ) at the end of third year and/or at the rate of ` 75/- per share (including redemption premium of ` 65/- per share) at the end of fifth year. Every Preference shareholder of the Company has the right to vote on resolution placed before the General Meeting which directly affect the rights attached to his Preference Shares or where the dividend in respect of the preference shares has not been paid for a period of two years or more, such class of preference shareholders shall have a right to vote on all the resolutions placed before the company.

Arrears of fixed cumulative dividends on preference shares as at 31st March, 2016 ` 30,907,843.

8180



2.1 Share capital (Contd.)

(d) Shares held by the holding company Equity Shares

Out of total 4,990,900 Equity shares, 3,580,347 Equity shares are held by the holding company, Industrial Investment Trust Limited.

12% Non Convertible Cumulative Redeemable Preference Shares

All 7,000,000 preference shares are held by the holding company, Industrial Investment Trust Limited.

(e) Equity shares held by each shareholder holding more than 5% equity shares in the Company are as follows:

ParticularsAs at 31st March 2016

No. ofShares held

% of Holding

Industrial Investment Trust Limited (holding company) 3,580,347 71.74%

(f) 12% Non Convertible Cumulative Redeemable Preference shares held by each shareholder holding more than 5% preference shares in the Company are as follows

ParticularsAs at 31st March, 2016

No. ofShares held

% of Holding

Industrial Investment Trust Limited (holding company) 7,000,000 100.00%

(g) The Company has not allotted any equity shares for consideration other than cash, bonus shares, nor have any shares been bought back during the period of five years immediately preceding the Balance Sheet date.

2.2 Reserves and Surplus

Particulars As at 31st March, 2016

`

Capital Redemption Reserve 15,000,000

General Reserve 4,500,000

Securities Premium Account

Opening balance 78,900,000

Less: Utilized during the year for premium payable on redemption of preference shares 65,600,000

Closing balance 13,300,000

Surplus / (Deficit) in Consolidated Statement of Profit and Loss

Opening balance (7,009,154)

Consolidation adjustment 9,842,469

Add : Loss for the year (85,634,602)

Closing Balance (82,801,287)

Total (50,001,287)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Contd.)

8382



ParticularsAs at

31st March, 2016`

2.3 Long term borrowingsTerm Loans:From banks (Secured) 168,667,808 Less: Current maturities of long-term debt (See Note 2.8) (40,000,000)

128,667,808

From holding company (Unsecured) (See Note 2.30) 364,800,000

Total 493,467,808 Notes :Details of terms of repayment and security provided:

Terms of Repayment Security details Loans from banksBank of India: - ` 97,168,460 (Previous year ` Nil)(Amount not yet fully drawn)Repayable in 6 quarterly installments of ` 2 crores each (group’s share) and the 7th and 8th installments amounting to ` 8 crores (group’s share) commencing from December, 2016 after intial moratorium period of 14 months. Interest is to be serviced monthly.

Primary security - Equitable mortgage (2nd charge) of the leasehold project land and building civil work and immovable machinery attached to it of one of the Jointly Controlled Entities. Collateral security - Equitable mortgage of a land and building owned by a partnership firm belonging to the promoter.

Further, joint and several guarantee of promoter and a partnership firm belonging to the promoter is also provided.

Consortium of Banks: ` 71,499,348 (Previous year ` Nil)Repayable in 8 quarterly installments commencing from 30th June, 2017 and ending on 31st March,2019.

Term Loan from three banks under consortium arrangement is secured by (a) Second pari passu charge (1st pari passu charge with Noida Authority) on the project land (b) First pari passu charge by way of hypothecation of raw material and work in progress, receivables, book debts, bank accounts and all other incomes, present and future of one of the Jointly Controlled Entities.

Interest rates:Interest rates for the above loans ranges from 12.70% to 13.50%.

ParticularsAs at

31st March, 2016`

2.4 Other long term liabilitiesTrade payables- Premium for development rights 874,824,764

Others- Interest free maintenance security 26,974,596 - Retention money 40,886,486 - Advance for sale of land 105,802,467

Total 1,048,488,313 2.5 Long-term provisions

Premium payable on redemption of preference shares 266,700,000 Provision for employee benefits: Provision for compensated absences 1,017,431 Provision for gratuity (See Note 2.31) 838,280

Total 268,555,711


8382



ParticularsAs at

31st March, 2016`

2.6 Short-term borrowings (Unsecured)Loans repayable on demand- From other parties 183,837,808

Loan and advances - From related parties (See Note 2.30) 445,752,271

Total 629,590,079

2.7 Trade payablesTrade Payables 586,955,734

Premium for development rights 461,220,942

Total 1,048,176,676

2.8 Other current liabilitiesInterest accured and due on borrowings 19,635,936

Interest accrued but not due on borrowings 36,106,600

Current maturities of term loan from bank (See Note 2.3) 40,000,000

Other payables

- Lease rent payable 7,886,445

- Security deposits received 121,167,778

- Statutory remittances 26,630,937

- Interest free maintenance security received from customers 14,413,302

- Booking advance refundable to customer 697,056

- Advances received from customers (including the progress billings for which amounts are not received) 718,680,563

- Interest payable on refund to customers 1,018,403

- Others 457,258

Total 986,694,278

2.9 Short-term provisionsProvision for employee benefits:Compensated absences 302,873

Gratuity (See Note 2.31) 138,164

Provision - Others:Tax on proposed preference dividend 3,170,225

Provision for VAT 2,056,818

Provision for tax (net of advance tax) 220,548

Total 5,888,628


8584



2.10 Fixed assets (`)

Assets

GROSS BLOCK DEPRECIATION AND AMORTISATION Net BlockAs at

1st April, 2015

Adjustment on account of increase

in profit share in a

joint venture entity


March, 2016

As at 1st

April, 2015

Adjustment on account of increase

in profit share in a

joint venture entity

For the year *

On disposals

As at 31st

March, 2016

As at 31st

March, 2016

TANGIBLE

Furniture and Fixtures 2,042,032 97,631 530,667 - 2,670,330 703,894 30,993 210,210 - 945,097 1,725,233

Vehicles 952,612 38,910 - - 991,522 342,901 21,645 93,808 - 458,354 533,168

Plant and machinery 1,577,393 60,596 253,452 - 1,891,441 546,424 20,932 174,045 - 741,401 1,150,040

Office equipment 1,191,696 63,851 364,785 - 1,620,332 684,176 28,489 202,032 - 914,697 705,635

Computers 1,871,475 140,439 705,987 - 2,717,901 1,643,432 125,966 411,640 - 2,181,038 536,863

Sub-total 7,635,208 401,427 1,854,891 - 9,891,526 3,920,827 228,025 1,091,735 - 5,240,587 4,650,939

INTANGIBLE

Computer software 1,037,300 106,333 295,125 - 1,438,758 1,005,012 104,505 72,816 - 1,182,333 256,425

Sub-total 1,037,300 106,333 295,125 - 1,438,758 1,005,012 104,505 72,816 - 1,182,333 256,425

Total 8,672,508 507,760 2,150,016 - 11,330,284 4,925,839 332,530 1,164,551 - 6,422,920 4,907,364

* Includes ` 406,684 depreciation on site Assets which has been charged as cost of construction

ParticularsAs at

31st March, 2016 `

2.11 Non-current investmentsTrade investments - Unquoted (valued at cost) 50,000 Equity shares of ` 10 each fully paid-up of Golden Palms Facility Management Private Limited [See Note 2.32 (ii)] 650,816

Investment in Preference shares of other entity (fully paid-up)5,000,000 14% Non Convertible Cumulative Redeemable Preference shares of ` 50 each fully paid-up of World Resorts Limited

250,000,000

Total 250,650,816

2.12 Deferred tax assets (Net)

Particulars As at 31st March 2016Assets Liabilities

` `

On difference between book balance and tax balance of fixed assets 213,912 - Provision for employee benefits 738,225 -

Total 952,137 -


8584



ParticularsAs at

31st March, 2016

`

2.13 Long-term loans and advances (unsecured, considered good)

Security deposits 3,847,250

Advance payment of Income tax (net of provision) 3,780,299

Other loans and advances

Recoverable from Greater Noida Industrial Development Authority (GNIDA)* 4,493,892

Advances for supply of goods and services 863,629

Total 12,985,070

* This represents tax deducted at source on interest paid on land premium installments payable to GNIDA. As per GNIDA tax is not deductible on interest paid to them, however, IITLPL had deducted and paid the tax amount to the income tax authorities. At the time of obtaining occupancy certificate, IITLPL had to pay to GNIDA, the amount of equivalent to the TDS deducted, as it was construed as short payment. IITLPL is in discussion with GNIDA, pending resolution the amount has been shown as recoverable from GNIDA.

2.14 Other non-current assets (unsecured, considered good)

Bank deposits with more than 12 months maturities * 2,696,735

Interest accrued on bank deposits 692,029

Total 3,388,764

* Includes:-

Deposits pledged against counter guarantees given by bank 1,064,506

Pledged as Margin Money with bank 1,450,000

2.15 Inventories (at lower of cost and net realisable value)

Construction work-in-progress 2,909,241,214

Stock of Units in completed projects 719,141,721

Total 3,628,382,935

2.16 Trade receivables (Unsecured, considered good)

Outstanding for a period exceeding six months from the date they were due for payment 166,392,899

Others 76,538,954

Total 242,931,853


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ParticularsAs at

31st March, 2016 `

2.17 Cash and cash equivalentsCash and cash equivalents (as per AS 3 Cash Flow Statements)Cash on hand 220,185 Balances with banks- In current accounts 23,141,156 - In deposit accounts with original maturity upto 3 months 1,007,373

24,368,714 Other Bank Balances:- In deposit accounts with original maturity of more than 3 months but upto 12 months * 535,698

Total 24,904,412

* Deposits pledged against guarantee given by bank/ as securities to sales tax authorities. 525,000

2.18 Short-term loans and advances (unsecured, considered good) Advances for supply of goods and services 163,164,957 Prepaid expenses 453,806 Advance payment of income tax 5,956,378 MAT credit entitlement 3,487,536 Balances with government authorities - Service tax credit receivable 41,605,550 - Vat Recoverable 960,125 Advance towards Annual Lease Rent 5,382,926 Advances to others 364,488

Total 221,375,766

2.19 Other current assetsReceivable from Joint Venture Partners (See note 2.30) 11,988,125 Unbilled revenue 146,616,292 Interest accrued on bank deposits 143,649 Recoverable from facility manager for the project 1,706,273

Total 160,454,339

ParticularsFor the year ended 31st March, 2016

`

2.20 Revenue from operationsSale of flats 1,308,439,635 Other operating revenue (See note 2.20 (a)) 7,502,051

Total 1,315,941,686

2.20 (a) Other operating revenueCharges on transfer / booking of flats 7,157,295 Others 344,756

Total 7,502,051


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`

2.21 Other income Interest income: - On deposits with banks 3,354,703 - On income tax refund 70,354 - Interest received from customers for late payment 3,982,818 Net gain on sale of current investments 137,732 Dividend income from current investments 103,686 Net gain on foreign currency transactions and translations 1,046 Amounts no longer payable written back 5,770,080

Total 13,420,419

2.22 Cost of sales(i) Cost of construction / development Opening balance of works in progress 3,372,670,851

(A) 3,372,670,851

Less: Expenses incurred during the year Land and development right 265,583,342 Material, structural, labour and contract cost 1,116,577,958 Other project cost 2,175,032 Employee benefits expense 7,908,637 Depreciation 406,684 Other expenses 52,346,892 Interest and finance charges 85,432,681

(B) 1,530,431,226 Less: Closing balance of works in progress 2,909,241,214 Stock of units on the date of completion of project 720,239,362

(C) 3,629,480,576 Total (A+B-C) 1,273,621,501

(ii) Changes in stock of units in completed project 720,239,362 Stock of units on the date of completion of project 719,141,721 Stock of units in completed project - closing 1,097,641

Total (i+ii) 1,274,719,142

2.23 Employee benefits expenseSalaries and wages 24,279,065 Contribution to provident and other funds (See Note 2.31) 1,196,792 Staff welfare expenses 814,153

26,290,010 Less: Transferred to Inventories (7,908,637) Total 18,381,373


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`

2.24 Finance costsInterest expense on loans 125,646,808 Interest on delayed payment of taxes 1,844,440 Interest on refund to customers 17,132,510 Other borrowing costs 7,012,290

151,636,048 Less: Transferred to Inventories (85,432,681)

Total 66,203,367

2.25 Other expensesPower and fuel 1,196,209 Rent 2,989,001 Insurance 540,530 Repairs and maintenance: - Buildings 244,057 - Plant and Machinery 680,136 - Office equipments 70,478 - Others 1,120,589

2,115,260 Rates and taxes 3,935,003 Travelling and conveyance 1,362,628 Printing and stationery 630,499 Communication 342,876 Legal and professional fees 9,312,598 Directors' fees 1,562,864 Honorarium for management committee meetings 95,000 Membership fees 490,113 Payments to auditors (See Note 2.27 ) 2,589,735 Brokerage and commission 15,177,284 Advertisement and marketing 4,579,267 Office expenses 2,465,209 Business promotion 798,457 Networking and Website charges 370,701 Service tax input credit not recoverable 19,716,480 Site Expenses 3,120,915 Compensation to buyers 23,278,616 Charges under subvention scheme 7,017,350 Miscelleneous Expenses 1,907,925

105,594,520 Less: Transferred to inventories (52,346,892)

Total 53,247,628


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ParticularsAs at

31st March, 2016

`

2.26 Contingent liabilities and commitments not provided for :

(i) Contingent liabilities:

(a) Claims against the Group not acknowledged as debt

- Few buyers of residential units have lodged a complaint with the National Consumer Disputes Redressal Commission (NCDRC), alleging failure by IITLPL to comply with the terms of the Builder Buyer Agreement, and are seeking compensation. The matter has been listed for admission /hearing /directions, by NCDRC, in May, 2016. IITLPL perceives the said complaint as misconceived and not tenable, and does not foresee any financial impact, as of now.

Also refer note 2.32 (i)(b)(a)(i)

(b) Guarantee Refer note 2.32 (i)(b)(a)(ii)

(c) Other Commitments Refer note 2.32 (i)(b)(b)(i)


`

2.27 Payments to auditors :For statutory audit 1,181,250

For other services 1,025,000

Reimbursement of expenses 15,609

Service tax 367,876

Total 2,589,735

ParticularsAs at

31st March, 2016 `

2.28 Disclosure in accordance with “Guidance note on Accounting for Real Estate Transactions (Revised 2012)” issued by ICAI, in respect of projects under construction : Project revenue recognized for the year 1,285,552,052

Aggregate amount of cost incurred and profits recognized (less recognised losses) to date for the projects in progress 4,437,177,171

The amount of customer advances received 718,680,563

The amount of work in progress and value of inventories 3,571,421,131

Excess of revenue recognized over actual bills raised (unbilled revenue) 146,616,292

Method used to determine project revenue recognised for the year Refer Note No. 1.4

Method used to determine stage of completion of the projects (iii)(a)

Note: The above disclosure is made only for projects where revenue from Real estate projects is recognized as per the Guidance Note on Accounting for Real Estates transactions (Revised 2012) issued by ICAI.


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ParticularsYear ended

31st March, 2016 `

2.29 Earnings per share : (a) Loss for the year (85,634,602)(b) Less: Dividend on preference shares including dividend tax 10,110,042 (c) Net amount available for equity shareholders (95,744,644)(d) Weighted average number of equity shares used in computing basic and diluted earnings per share (Nos.) 4,990,900 (e) Basic and diluted earnings per share (Face value ` 10/-) (19.18)

2.30 Related party disclosures:

(i) (a) Names of related parties and nature of related party relationship where control exists :

Holding Company : Industrial Investment Trust Limited

(b) Other related parties with whom transactions have taken place during the year:

Joint Ventures : Capital Infraprojects Private Limited IITL Nimbus The Hyde Park Noida IITL Nimbus The Express Park View IITL Nimbus The Palm Village

Associate Company : Golden Palms Facility Management Private Limited (w.e.f. 27th July, 2015)

Companies in which directors have Nimbus India Limited significant influence : Nimbus Projects Limited

Key Management Personnel : D. P. Goyal, Managing Director

(ii) Transactions /balances outstanding with related parties :

(a) Key management personnel:


Remuneration to Managing Director 2,996,263

(b) Other related parties:

Sr.No.


Joint Ventures

Entities under significant influence

` ` `

A Nature and Amount of transactions:(i) Loan taken from

- Nimbus India Limited 205,125,000

- Industrial Investment Trust Limited 253,100,000

(ii) Repayment of loan taken- Nimbus India Limited 145,555,000


(iii) Purchase of equity shares of Golden Palms Facility Management Private Limited- Nimbus Projects Limited 500,000


9190




Sr.No.


Joint Ventures

Entities under significant influence

` ` `

(iv) Interest expense- Nimbus India Limited 29,639,221


(v) Rent expense- Nimbus Projects Limited 2,393,139

(vi) Security deposit placed - Nimbus Projects Limited 47,500

B Balances at year-end(i) Loans outstanding as at year-end:

- Nimbus India Limited 249,570,000


(ii) Interest accrued and due as at year-end:- Nimbus India Limited 8,331,123


(iii) Amount Receivable at year-end (other venturer) - IITL Nimbus The Express Park View 1,000,000

- IITL Nimbus The Palm Village 10,988,125

Note: Above disclosures exclude related party transactions in nature of reimbursement.

2.31 Employee Benefits(a) Defined Contribution Plan

Contribution to defined contribution plan, recognised in the Consolidated Statement of Profit and Loss under ‘Contribution to provident and other funds’ in note 2.23 for the year are as under :

Particulars31st March, 2016

`

Employer's contribution to Regional Provident Fund Commissioner 646,494 Employer's contribution to Family Pension Fund 95,924 Employer's contribution to Employees' State Insurance Corporation 118,231

(b) Defined Benefit Plan Gratuity (funded) 31st March, 2016

`

i Reconciliation of opening and closing balances of Defined Benefit ObligationPresent value of Defined Benefit Obligation as at the beginning of the year 1,671,089 Interest Cost 85,904 Current Service Cost 325,108 Benefits paid (203,590)Net Actuarial (Gain)/Loss (37,653)Present value of Defined Benefit Obligation as at the end of the year 1,840,858


9392




(b) Defined Benefit Plan (Contd.) Gratuity (funded) 31st March, 2016

`

ii Reconciliation of fair value of Plan Assets

Fair value of Plan Assets as at the beginning of the year 1,012,506

Expected return on Plan Assets 28,514

Net Actuarial Gain/(Loss) 8,702

Employer's Contribution 18,282

Benefits paid (203,590)

Fair value of Plan Assets as at the end of the year 864,414

The Group expects to contribute ` Nil to its Defined Benefit Gratuity plan during the annual period beginning after the Balance Sheet date.

The major categories of Plan Assets as a percentage of the fair value of total Plan Assets are as follows:

Funds maintained with Life Insurance Corporation of India 100.00%

Note: The Group is unable to obtain the details of major category of plan assets from the insurance company (Life Insurance Corporation of India) and hence the disclosure thereof is not made.

iii Net assets / (liabilities) recognised in the Balance Sheet

Present value of Defined Benefit Obligation (1,840,858)

Fair value of Plan Assets 864,414

Net assets / (liabilities) recognised in the Balance Sheet (976,444)

iv Components of Employer’s Expenses

Current Service Cost 325,108

Interest Cost 85,904

Expected return on Plan Assets (28,514)

Net Actuarial (Gain)/Loss (46,355)

Total expense recognised in the Consolidated Statement of Profit and Loss in Note 2.23 under: ‘Contribution to provident and other funds’

336,143

Actual return on Plan Assets 28,514

v Actuarial Assumptions

Mortality Table LIC (2006-08) (Ultimate)

Discount rate 8%

Expected rate of return on Plan Assets 6.48%

Salary escalation 5.00 - 7.00 %

2.31 Employee Benefits (Contd.)

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vi a. The estimates of rate of escalation in salary considered in actuarial valuation take into account inflation, seniority, promotion and other relevant factors including supply and demand in the employment market.

b. The discounting rate is considered based on market yield on government bonds having currency and terms consistent with the currency and terms of the post-employment benefit obligations.

c. Expected rate of return on assets is determined based on expectation of the average long term rate of return expected on investments of the fund during the estimated term of the obligations.

vii Net assets / (liabilities) recognised in the Balance Sheet as at respective year ends and experience adjustment:

Gratuity (Funded)

31st March, 2016

`

1. Present Value of Defined Benefit Obligation 1,840,858 2. Fair Value of Plan Assets 864,414 3. Funded Status [Surplus / (Deficit)] (976,444)4. Experience adjustment arising on:

a. Plan Liabilities (Gain)/Loss 32,608 b. Plan Assets (Gain)/Loss 6,689

2.32 (i) (a) Group’s share of interest in the assets, liabilities, income and expenses with respect to jointly controlled entities (each without elimination of the effects of transactions between the Group and the jointly controlled entities) on the basis of audited financial statements of the jointly controlled entities as at and for the year ended 31st March, 2016:

Particulars 31st March, 2016RESERVES AND SURPLUS 24,960,792

NON-CURRENT LIABILITIESLong-term borrowings 128,667,808

Deferred tax liabilities (net) -

Other long term liabilities 1,048,488,313

Long-term provisions 12,900,537

CURRENT LIABILITIESShort term borrowings 629,590,079

Trade payable 1,018,834,080

Other current liabilities 933,727,295

Short term provisions 14,030,569

NON-CURRENT ASSETSFixed Assets (Net Block)(i) Tangible assets 4,463,259 (ii) Intangible assets 251,222 Long term loan and advances 4,532,129 Deferred tax assets (net) 272,418 Other non-current assets 2,032,667


2.31 Employee Benefits (Contd.)

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Particulars 31st March, 2016

CURRENT ASSETS

Inventories 3,571,421,131

Trade receivables 210,450,389

Cash and cash equivalents 22,339,460

Short-term loans and advances 220,374,959

Other current assets 146,754,938

INCOME

Income from sale of flats 1,285,552,052

Other operating income 7,502,051

Interest income 3,192,458

Dividend income on current investments 103,686

Net profit on sale of current investments 137,732

Other Income 5,669,494

EXPENSESCost of sales 1,245,530,324

Employee benefits expense 10,246,074

Finance costs 20,068,816

Depreciation 585,655

Other expenses 38,643,797

Provision for taxation 1,977,055

(i) (b) Other Information

Particulars 31st March, 2016

Contingent liabilities and commitments not provided for

(a) Contingent liabilities:

(i) Claims against the company not acknowledged as debt

- Disputed income-tax matters in appeal 3,653,226

- Compensation for delay in project 4,851,192

- Interest on refund to customers 1,113,400

(ii) Guarantee

- Guarantees issued by Bank 1,450,000

(b) Other Commitments :

(i) In case of Joint venture entities viz. IITL-Nimbus The Express Park View and IITL-Nimbus The Palm Village, State Level Environment Impact Assessment Authority, Uttar Pradesh, Lucknow vide their letter have stipulated to make budgetary provision amounting to 2% of total project cost towards Environment Corporate Responsibility (ECR).


9594



NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Contd.) (ii) Investment in associate: The break-up of Investment in Golden Palms Facility Management Private Limited as at 31st March, 2016 is as under:

Particulars 31st March, 2016(i) Number of equity shares (Nos.) 50,000

(ii) Percentage holding (%) 50

(iii) Cost of Investment (Equity shares) 500,000

Goodwill/(Capital Reserve) Included in cost of Investment above (75,408)

(iv) Share in accumulated loss net of dividend received as at the beginning of the year -

Share of profit for the year 150,816

Less: Dividend received during the year -

(v) Share of accumulated profit net of dividend received 150,816

(vi) Carrying cost 650,816

2.33 Additional information as required by Paragraph 2 of the General Instructions for Preparation of Consolidated Financial Statements to Schedule III to the 2013 Act,

Particulars

Name of the entity in the Net assets, i.e., total assets minus total liabilities

Share of profit or loss

As % of consolidated

net assets

Amount As % of consolidated profit or loss

Amount

Parent 8% 36,422,395 85% (86,620,897)

Associates (Investment as per the equity method)Indian Golden Palms Facility Management Private Limited

0% 650,816 0% 150,816

Foreign NA NA NA NA

Joint Ventures (as per proportionate consolidation)Indian

1. Capital Infraprojects Private Limited 33% 142,460,792 -1% 835,478

2. IITL Nimbus The Hyde Park Noida 23% 97,570,637 -2% 1,596,124

3. IITL Nimbus The Palm Village 40% 171,733,527 18% (17,831,924)

4. IITL Nimbus The Express Park View -4% (15,111,066) 0% 506,076

Foreign NA NA NA NA

100% 433,727,101 100% (101,364,327)

Less : Eliminations - 363,649,388 - 15,729,725

Total 70,077,713 (85,634,602)

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2.34 The Group business activity falls within a single segment viz.” Real Estate development and related activities” and the income there from being in the domestic market, the disclosure requirements of Accounting Standard 17 “Segment Reporting”, as specified under Section 133 of the 2013 Act, are not applicable.

2.35 There are no amounts due to the suppliers covered under the Micro, Small and Medium Enterprises Development Act, 2006 (“the Act”). The identification of vendors as a “Supplier” under the Act has been done on the basis of the information to the extent provided by the vendors to the Group. This has been relied upon by the auditors.

2.36 Due to Real Estate market condition, low demand and consequent delay, IITL Nimbus the Palm Village - jointly controlled entity (the Firm) has started refunding booking amount along with interest to the customers as per their request. The Firm is in the process of evaluating alternative options for executing this project within the overall framework of the lease agreement. In view of this, the accounts of the Firm have been prepared on going concern basis.

2.37 At the Annual General Meeting (AGM) of the Company held on 30th August, 2014, the Company had obtained shareholders approval for re-appointment of and remuneration payable to Managing Director, Mr. D.P. Goyal for the period from 5th July, 2014 to 4th July, 2016, pursuant to the provisions of Section 196, 197 and 203 read with Schedule V and all other applicable provisions of the 2013 Act. Employee benefits for the year ended 31st March 2016 includes remuneration to Managing Director Mr. D.P. Goyal ` 2,996,263 (Refer Note 3.21). The Company had expected to make profits in the financial year 2014-15 and 2015-16 and hence disclosures required under Schedule V of the 2013 Act, were not given. However on account of loss incurred in the financial year 2015-2016 in terms of provisions of Section 197 read with Schedule V of the 2013 Act, the Company will make disclosures as required under Schedule V in the Notice convening the ensuing AGM and will seek ratification from the shareholders.

2.38 The Group has prepared and presented its consolidated financial statements for the first time and hence, in terms of Accounting Standard 21 “Consolidated Financial Statements”, corresponding (comparative) figures for the previous year have not been presented.






9796



NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Contd.)Statement containing salient features of financial statements of Subsidiaries/Associates/Joint Ventures

as per Companies Act, 2013(Pursuant to first proviso to sub-section (3) of section 129 read with Rule 5 of Companies (Accounts) Rules, 2014)

Part “A” : Associates and Joint Ventures

2015-2016Sr. No

Name of Associates /Joint Ventures Golden Palms Facility Management

Pvt. Ltd.

IITL Nimbus the Palm Village

IITL Nimbus the Express

Park View

IITL Nimbus the Hyde Park,

Noida

Capital Infraprojects

Private Limited

1. Latest Audited Balance Sheet Date 31st March, 2016 31st March, 2016 31st March, 2016 31st March, 2016 31st March, 2016

2. Share of Associate/Joint Ventures held by the Company on the year end

(a) Number 50,000 - - - 500,000 (b) Amount of Investment in Associates/Joint

Ventures 500,000 220,000,000 20,237,500 45,000,000 5,000,000

(c) Extend of Holding % 50.00% 47.50% 47.50% 50.00% 50.00%

3. Description of how there is Significant Influence. Note - A Note - B Note - B Note - B Note - A

4. Networth Attributable to Shareholding as per latest audited Balance Sheet

726,224 171,733,527 (15,111,066) 97,570,637 142,460,792

5. Profit/ (Loss) for the Year(a) Considered in Consolidation 150,816 (17,831,924) 506,076 1,596,124 835,478

Note A There is significant influence due to percentage of Share CapitalB There is significant influence due to percentage of capital of these partnership firm held by the Company.

For and on behalf of the Board of Directors

Signatures to Note 1 and 2.1 to 2.38

DR. B. SAMAL D. P. GOYAL BIPIN AGARWAL Chairman Managing Director Director

SHUBHANGI LOHIA KAUSHIK DESAI Company Secretary Chief Financial Officer


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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]

Name of the shareholder :Address of the Shareholder :We/I hereby record our/my presence at the 22ND Annual General Meeting of the Company held on Friday, September 16, 2016 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 shareholderNote: 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.

ATTENDANCE SLIP

TO BE HANDED OVER AT THE ENTRANCE OF THE MEETING HALL22ND ANNUAL GENERAL MEETING

DP ID*Client ID*

Folio No.No. of shares

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 22nd Annual General Meeting of the Company, to be held on Friday, September 16, 2016 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 resolutions as are indicated below :Ordinary Business1. Adoption of Audited Financial Statements (Standalone & Consolidated) for the year ended March 31, 2016 and reports of the Directors and

Auditors thereon.2. To appoint a Director in place of Dr. B. Samal (DIN: 00007256) who retires by rotation. 3. Appointment of M/s Deloitte Haskins & Sells, Chartered Accountants, as Auditors and fixing their remuneration.Special Business4. Ratification of Terms of Appointment of Mr. D.P. Goyal as Managing Director of the Company.5. Approval of Related Party Transaction under Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015.

Signed this…… day of……… 2016.

Signature of shareholder Signature of Proxy holder(s)Note: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

PB100



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.

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Transcript of BSE (formerly Bombay Stock Exchange) | Live Stock Market … · 2016. 9. 22. · Golden Palms...