iitl projects limited 2016-17.pdf2 iitl projects limited annual report 2016-17 notice is hereby...

IITL PROJECTS LIMITEDAnnual Report 2016-17

Contents Page No

Board of Directors 1

Notice of the Annual General Meeting 2 - 10

Directors’ Report 11 - 33

Management Discussion and Analysis Report 34 - 36

Report on Corporate Governance 37 - 47

Independent Auditors’ Certificate on Corporate Governance & Certificate (Under Regulation 17(8) of SEBI (LODR) Regulations, 2015)

48 - 49

Auditors’ Report of Standalone Financial Statements 50 - 53

Standalone Financial Statements 54 - 74

Auditors’ Report of Consolidated Financial Statements 75 - 79

Consolidated Financial Statements 80 - 94

Attendance Slip and Proxy Form 95 - 96

23rd Annual General Meeting on Saturday, September 23, 2017 at 11.30 a.m. at M. C. Ghia Hall, 4th Floor, Bhogilal Hargovindas Building,18/20, K. Dubash Marg,

Kaala Ghoda, Mumbai-400 001

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

Corporate Identity Number (CIN) : L01110MH1994PLC082421

Telephone : +91 22 43250100 Fax : 91 22 22651105

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

Investor Helpdesk


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IITL PROJECTS LIMITEDCIN : L01110MH1994PLC082421

Board of Directors : Dr. B. Samal - Chairman

Mr. D. P. Goyal - Managing Director

Mr. Bipin Agarwal

Mr. Venkatesan Narayanan

Mr. Milind Desai

Mrs. Beroz Rumie Gazdar - upto May 04, 2017

Mr. Kaushik Desai - CFO (upto August 08, 2017)

Company Secretary & Compliance Officer

: Ms. Shubhangi Lohia

Banker : Axis Bank Limited

Auditors : Deloitte Haskins & Sells Chartered Accountants(Registration No.117365W)

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 43250100Fax: 022 22651105Email: [email protected]: www.iitlprojects.com

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Notice is hereby given that the 23rd Annual General Meeting (AGM) of the members of IITL PROJECTS LIMITED will be held on Saturday, September 23, 2017 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 CompanyforthefinancialyearendedMarch31,2017togetherwith the Reports of the Board of Directors and Auditors thereon.

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

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 the provisions of Section 139, 142 and other applicable provisions, if any, of the Companies Act, 2013 and Rules framed thereunder (including any statutory modification(s)or re-enactments thereof for the timebeing inforce), M/s. Maharaj N R Suresh and Co., Chartered Accountants, registered with the Institute of Chartered Accountants of India vide registration No. 001931S, be and are hereby appointed as Statutory Auditors of the Company, in place of M/s. Deloitte Haskins & Sells, Chartered Accountant (Firm Registration Number - 117365W) (who have expressed their unwillingness to continueasStatutoryAuditorsoftheCompany),foratermoffiveyears commencing from the conclusion of this Annual General Meeting till the conclusion of 28th Annual General Meeting to be heldintheyear2022(subjecttoratificationoftheirappointmentby the Members at every Annual General Meeting, as may be applicable), at a remuneration to be determined by the Board of Directors of the Company, in addition to out of pocket expenses as may be incurred by them during the course of the Audit, as may be mutually agreed upon by the Board of the Directors and the Statutory Auditors;

RESOLVED FURTHER THAT the Board of Directors of the Company be and are hereby severally authorized to do all acts and take all such steps as may be considered necessary, proper or expedient to give effect to this Resolution.”

SPECIAL BUSINESS:4. RE-APPOINTMENT OF MR. D.P. GOYAL AS MANAGING

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

modification(s),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 including any statutorymodification(s) or re-enactmentthereof for the time being in force), and subject to such other consents and approval as may be required and pursuant to the Articles of Association of the Company, the consent of the Members of the Company be and is hereby accorded to the re-appointment of Mr. D.P. Goyal as Managing Director of the company w.e.f. October 01, 2017 as stated hereunder:

1. Tenure of appointment : From October 01, 2017 to September 30, 2018.

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

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

Notwithstanding anything to the contrary herein contained, where, during the tenure of the appointment of Mr. D.P. Goyal as the ManagingDirectoroftheCompany,theCompanyhasnoprofitsortheprofitsareinadequate,theCompanywillpaytheaboveremuneration as minimum remuneration, in compliance with Section 197 read with Schedule V of the Companies Act, 2013.

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

5. APPROVAL OF RELATED PARTY TRANSACTIONS UNDER SECTION 188 OF THE COMPANIES ACT, 2013 READ WITH REGULATION 23 OF SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURES REQUIREMENTS) REGULATIONS, 2015 WITH CAPITAL INFRAPROJECTS PRIVATE LIMITED AND IITL- NIMBUS THE HYDE PARK

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

“RESOLVED THAT pursuant to the provisions of Section 188 and other applicable provisions of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 23 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (includingany statutorymodification(s) or re-enactmentthereof for the time being in force), consent of the Members of theCompanybeand isherebyaccorded for ratificationof

IITL PROJECTS LIMITEDCorporate Identity Number (CIN) : L01110MH1994PLC082421

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

NOTICE

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rendering of project related technical and other operational services to the Joint Ventures of the Company namely Capital Infraprojects Private Limited and IITL-Nimbus The Hyde Park with effect from 15th November, 2016 by way of charging fees of ` 2,50,000/- (Rupees Two Lakhs Fifty Thousand Only) per month for the financial year 2016-2017and for every financial yearthereafter,which may be increased upto the maximum limits as set out in the table here under:

Limits as set out for providing technical and other operational services.

Particulars Capital Infraprojects

Pvt. Ltd.

IITL- Nimbus

The Hyde ParkRelationship with the Related Party

Joint Venture Joint Venture

Maximum limit of Fees to be charged for providing project related technical and other operational services

` 4,00,000/- per month

` 4,00,000/- per month

RESOLVED FURTHER THAT the Board of Directors be and is herebyauthorisedtosettleanyquestion,difficultyordoubtthatmay arise with regard to giving effect to this resolution and to do all such acts, deeds, matters and things as may be considered necessary, proper to give effect to this resolution and for the matters connected herewith or incidental thereto including obtaining professional advice from external sources.”

6. APPROVAL OF RELATED PARTY TRANSACTION UNDER SECTION 188 OF THE COMPANIES ACT, 2013 READ WITH REGULATION 23 OF SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURES REQUIREMENTS) REGULATIONS, 2015

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

“RESOLVED THAT pursuant to the provisions of Section 186,188 and other applicable provisions of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 23 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutorymodification(s) orre-enactment thereof for the time being in force), and subject to the approval of the shareholders of Industrial Investment Trust Limited (“IITL”) for the restructuring, consent of the Members of the Company be and is hereby accorded for granting a Corporate Guarantee to Industrial Investment Trust Limited, Holding Company as security on the restructuring of outstanding loan including Funded Interest Term Loan (FITL) amounting to ` 24,77,51,459/- and accumulated interest thereon to be calculated upto the end of moratorium period or repayment whichever is earlier and based on the terms and conditions of restructuring package sanctioned to IITL-Nimbus The Express Park View (EPV II), Joint Venture of the Company, by IITL;

RESOLVED FURTHER THAT the Board of Directors be and is herebyauthorisedtosettleanyquestion,difficultyordoubtthatmay arise with regard to giving effect to this resolution and to do all such acts, deeds, matters and things as may be considered necessary, proper to give effect to this resolution and for the matters connected herewith or incidental thereto including obtaining professional advice from external sources.”

By order of the Board of Directors For IITL Projects Limited

Shubhangi Lohia

Mumbai, August 08, 2017 Company Secretary & Regd. Office: ComplianceOfficerRajabahadur Mansion, 2nd Floor 28, Bombay Samachar Marg Fort, Mumbai - 400 001CIN : L01110MH1994PLC082421E-mail [email protected]

NOTES:

1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF/HERSELF. SUCH A PROXY NEED NOT BE A MEMBER OF THE COMPANY. THE PROXY IN ORDER TO BE EFFECTIVE MUST BE 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. The Explanatory Statement setting out the material facts, pursuant to Section 102 of the Companies Act, 2013, in respect of the Special Businesses under Item Nos. 4 to 6 of the accompanying Notice is annexed hereto.

3. The Register of Members and Share Transfer Books of the Company will remain closed from Saturday, September 16, 2017 to Saturday, September 23, 2017 (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 23rd 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.

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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 provide their e-mail IDs to the Company’s Share Transfer Agent, Purva Sharegistry (India) Private Ltd. by sending an e-mail at [email protected] The Annual Report of the Company would also be made available on the Company’s website www.iitlprojects.com.

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

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. to their Depository Participant only and to the Company’s Registrar and Transfer Agents. Changes intimated to the DepositoryParticipantwill thenbeautomaticallyreflected inthe Company’s records which will help the Company and its RegistrarandTransferAgentstoprovideefficientandbetterservice to the Members.

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

9. CorporateMembers are requested to send a duly certifiedcopy of the Board resolution pursuant to Section 113 of the Companies Act, 2013, authorizing their representatives to attend and vote on their behalf at the Annual General Meeting.

10. A brief resume of each of the directors proposed to be appointed/ re-appointed,natureof theirexpertise inspecificfunctional areas, names of companies in which they hold directorships and memberships/ chairmanships of Board Committees, shareholding and relationships between directors inter se as stipulated under Regulation 36(3) of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, and Clause 1.2.5 of Secretarial Standards-2 on General Meetings, are provided in Details of Directors seeking Appointment/ Re-appointment at the Annual General Meeting is annexed herewith as Annexure 1

11. All relevant documents referred to in the accompanying Notice and in the Explanatory Statement are open for inspection by the MembersattheCompany’sRegisteredOfficeatRajabahadurMansion, 2nd Floor, 28, Bombay Samachar Marg, Fort, Mumbai – 400001 on all working days (except Saturdays, Sundays and

Public Holidays) between 11.00 a.m. to 1.00 p.m. upto the date of the Annual General Meeting.

12. 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.

13. A route map showing the directions to reach the venue of the 23rd 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.

14. 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 provide its Shareholders with facility to exercise their right to vote at the 23rd Annual General Meeting (AGM) by electronic means and the business may be transacted through e-Voting Services provided by Central Depository Services (India) Limited (CDSL). The Company has signed an agreement with CDSL for facilitating e-voting to enable the Shareholders to cast their vote electronically.

A. The instructions for members for voting electronically:-

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

(ii) The remote e-voting period begins on Wednesday, September 20, 2017 (9.00 a.m.) and ends on Friday, September 22, 2017 (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 16, 2017, 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 16, 2017, 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

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(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) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier voting of any company, then your existing password is to be used.

(x) If Demat account holder has forgotten his/her existing passwordthenentertheUserIDandtheimageverificationcode and click on ‘Forgot Password’ and enter the details as 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 for both demat shareholders as well as physical shareholders)

• Memberswho have not updated theirPAN with the Company/ Depository Participant are requested to use the sequence number which is printed on Ballot Form/Attendance Slip indicated in the PAN Field.

• In case the sequence number is lessthan 8 digits enter the applicable number of0’sbefore thenumberafter thefirsttwo characters of the name in CAPITAL letters. Eg. If your name is Rakesh Kumar with sequence number 1 then enterRA00000001inthePANfield.

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.• PleaseentertheDOBorDividendBank

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

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

(xiii) Members holding shares in physical form will then reach directly the Company selection screen. However, members holding shares in demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily entertheirloginpasswordinthenewpasswordfield.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) For Members holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.

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

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

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

(xviii) After selecting the resolution you have decided to vote on, clickon“SUBMIT”.Aconfirmationboxwillbedisplayed. If youwish to confirmyour vote, click on “OK”, else tochange your vote, click on “CANCEL” and accordingly modify your vote.

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

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

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

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

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

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

• After receiving the logindetails theyshouldcreatecompliance user using the admin login and password. The Compliance user would be able to link the depository account(s)/folio numbers on which they

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wish to vote.• The listofaccountsshouldbemailedtohelpdesk.

[email protected] and on approval of the accounts they would be able to cast their vote.

• AscannedcopyoftheBoardResolutionandPowerof Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutiniser to verify the same.

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

(xxiv) The Notice of the AGM for the Financial Year ended March 31, 2017 is available on Company’s website www.iitlprojects.com

B. The voting rights of the members shall be in proportion to their shares of the paid up equity share capital of the Company as on the cut-off date of September 16, 2017.

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

D. The Scrutinizer shall after the conclusion of voting at the 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 conclusion of the AGM, a consolidated scrutinizer’s report of the total votes cast in favour or against, if any, to the Chairman or a person authorized by him in writing, who shall countersign the same and declare the result of the voting forthwith.

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

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

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

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Appointment/Re-appointment of Directors: Annexure 1Details of the Directors seeking appointment/ Re-appointment at the forthcoming Annual General Meeting

Name of the Director Mr. Bipin Agarwal Mr. D.P. Goyal Director Identification Number 00001276 03132505Age 52 years 75 years Nationality Indian IndianQualifications B.Com. (Hons.), FCS Graduate (IE) in Civil Engineering(1965) holds FIE

(I,M-IBC, M-IRC, FICA, FIV M-IABSE, IIBE)Experience (including expertise in specific functional areas)/ Brief Resume

Vast experience in the areas of Portfolio Management, Finance and matters related to Corporate Law, Mergers and Acquisitions, Operations in Capital and Commodities Market.

HehasrichexperienceinthefieldofConstruction,Technology, Energy, Structural design and in Arbitration matters. He joined Dental Engineering Service Class I with Government of India and rose to the rank of Additional Director General.

Terms & Conditions of Appointment/ Re-appointment

As per the resolution passed by the Shareholders at the Annual General Meeting held on 27th September, 2008, Mr. Bipin Agarwal was appointed as a Non-Executive Director, liable to be retire by rotation.

As per the Item No. 4 of the Notice of the 23rd Annual General Meeting of the Company, read with explanatory statement thereto.

Remuneration last drawn (including sitting fees, if any)

` 1,20,000 by way of sitting fees for attending Board Meetings.

Last drawn remuneration is given in the Corporate Governance Section of the Annual Report.

Remuneration proposed to be paid

` 20,000 for every Board/ Committee Meeting attended.

As per the Item No. 4 of the Notice of the 23rd Annual General Meeting of the Company, read with explanatory statement thereto.

Date of first appointment on the Board

05.08.2008 05.07.2010

Relationship with other Directors/Key Managerial Personnel

Not related to any Director / Key Managerial Personnel.

Not related to any Director / Key Managerial Personnel.

Number of meeting of the Board attended during the year.

Six Four

Directorships held in other companies as on March 31, 2017. (Excluding alternate directorship, foreign companies and companies under Section 8 of the Companies Act, 2013).

1. Industrial Investment Trust Limited2. Nimbus Projects Limited3. Capital Infraprojects Private Limited4. MRG Hotels Private Limited5. Nimbus Multi Commodity Brokers Limited6. N.N. Financial Services Private Limited7. Urvashi Finvest Private Limited.8. Gupta Fincaps Private Limited.9. IIT Investrust Limited.10. IIT Insurance Broking and Risk Management

Private Limited.11. Nimbus Propmart Private Limited.12. Nimbus India Limited.13. World Resorts Limited.

1. Capital Infraprojects Private Limited

Membership/ Chairmanship of Committees of other Boards as on March 31, 2017.(Membership and Chairmanship of Audit Committee and Stakeholders Relationship Committee have been included).

Audit CommitteeChairman -1. IIT Investrust LimitedMember -1. World Resorts Limited

Stakeholders’ Relationship CommitteeChairman- NIL

Member-NIL

Audit CommitteeChairman -NILMember -NIL

Stakeholders’ Relationship CommitteeChairman - NIL

Member -NIL

Shareholding in the company as on March 31, 2017.

NIL NIL

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EXPLANATORY STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013, RELATING TO THE SPECIAL BUSINESS UNDER ITEMS NO. 4 TO 6 OF THE ACCOMPANYING NOTICE DATED AUGUST 08, 2017.ITEM NO. 4:The Shareholders of the Company at its meeting held on September 16, 2015, had appointed Mr. D.P. Goyal as the Managing Director (‘MD’) of the Company with effect from July 05, 2016 to September 30, 2017 on the terms and conditions and remuneration as approved in the said meeting. Considering his association, contribution and experience with the business and affairs of the Company, his continuancewiththeCompanyisevidentlytoitsbenefit,theBoardof Directors in their meeting held on August 08, 2017 and on the recommendation of Nomination and Remuneration Committee had approve re-appointment of Mr. D.P. Goyal as the MD of the Company for a further period of One year with effect from October 01, 2017 to September 30, 2018.

Also, in accordance with the provisions of Section 197 of the Companies Act, 2013 read with Schedule V of the Companies Act, 2013, as amended from time to time, since the Company had defaultedinrepaymentofduesintheprecedingfinancialyear,ofan unsecured lender i.e. Industrial Investment Trust Limited, the Holding Company, the Company has obtained prior approval from them for the proposed remuneration.

The said letter dated August 08, 2017 from the Unsecured Lender according approval to remuneration of Mr. D.P. Goyal as the Managing Director is being placed before the Members and will form part of material documents for inspection, the same shall be openforinspectionattheRegisteredOfficeoftheCompanyuptothe date of the ensuing Annual General Meeting.

The other Disclosures as required under Schedule V Part II Section II-Paragraph B (iv)is provided hereunder:

I. GENERAL INFORMATION(1) Nature of Industry: Real Estate and construction related

activities.(2) Date or expected date of commencement of commercial

production: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

2016-2017 2015-2016 2014-2015Total Revenue 1,71,61,480 2,93,06,830 22,33,14,818 NetProfitsunder Section 198 of the Companies Act, 2013

(2,75,29,437) (8,67,59,807) 5,12,73,305

Netprofitaftertax as per Statement of ProfitandLoss

(2,76,84,453) (8,66,20,897) 4,53,63,201

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

II. INFORMATION ABOUT THE APPOINTEE:

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

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

(2) Past remuneration:

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

2014-2015 27,00,000 2,97,375 - - 29,97,375

2015-2016 27,00,000 2,96,263 - - 29,96,263

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

(3) Recognition or Awards: NIL

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

Considering his qualification, vast experience of thebusiness in which the Company operates, the remuneration proposedisjustified.Consideringeducationandexperienceof Mr. D.P.Goyal, his appointment on the Board as Managing Director would help the Company for future growth and expansion.

(5) Remuneration proposed: Mentioned in the Resolution.

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

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

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III. Other information:

(1) Reasons for loss or inadequate profits:

The Company is engaged in Real Estate business and is witnessing weakness in sales momentum, rising inventory and debt levels for the past few years. The challenge for the Company to maintain pricing has been an serious issue. Due to crisis in the real estate industry, there has been great impact on the earning of the Company and also of the Joint - Ventures of the Company.

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

The Company has taken several measures for the improvement of its performance. The Company has already settled its outstanding unsecured loan alongwith interest thereon by entering into a One Time Settlement Agreement with Industrial Investment Trust Limited, Holding Company. Also, The Golden Palm Village and Express Park View-II, Joint Ventures of the Company has made an application to Noida Authorities for partial surrender of project land, due to financialconstraintsandsubdueddemandoftheirprojectinNCR region.

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

The Company expects that considering the enactment of The Real Estate (Regulation and Development) Act, 2016 (RERA) and various government plans like Housing for all by2022,PradhanMantriAwazYojnawilldefinitelyincreasethe demand for housing and consequently, improvement in the sales. Also, with the help of concessions granted by the holding company, the Company expects that it alongwith its joint ventures will turn around in the couple of years and the company’sfinancialpositionwillimprovesubstantially.

Mr. D.P.Goyal is not disqualified from being appointedas a Director. The Board considers that his continued associationwouldbeof immensebenefittotheCompanyand it is desirable to continue to avail the services of Mr. D.P.Goyal as Managing Director, therefore, the Board recommends the resolution as set out in the Item no.4 of accompanying notice for the approval of members of the Company as Special Resolution.

Except Mr. D.P.Goyal, being an appointee, none of the Directors or Key Managerial Personnel of the Company or their relatives is concerned or interested, financial orotherwise, in the resolution set out at Item No.4 of the Notice.

ITEM NO.5

The Board of Directors in their meeting held on November 12, 2016, decided to provide project related technical and other operational Services to Capital Infraprojects Private Limited and IITL-Nimbus the Hyde Park, Joint Ventures of the Company, since the transactions of rendering services is on monthly basis and repetitive in nature the Audit Committee of the Company granted

omnibus approval for the same, subject to the approval of the shareholders of the Company and subject to the condition that the company shall place particulars of all transactions made pursuant to this approval before the Audit Committee every quarter for its review and after the expiry of one year the company shall take fresh approval for the said transactions.

Further, it was informed that rendering of any services to Capital Infraprojects Private Limited and IITL-Nimbus the Hyde Park will fall under term “Related Party Transaction” with reference to the provisions of Section 188 of the Act (hereinafter referred to as Companies Act, 2013) and may fall under purview of Regulation 23 of SEBI (Listing Obligations & Disclosures Requirements), Regulations, 2015 requiring the approval of Shareholders by way of an Ordinary Resolution for material related party transactions

Also, As per SEBI Listing Regulations, 2015 a transaction with a related party shall be considered material if the transaction(s) to be entered into individually or taken together with previous transaction duringa financial year, exceed(s)10% tenpercentof theannualconsolidated turnover of the listed entity as per the last audited financialstatementsoftheCompany.

Currently, it cannot be ascertained whether the transactions to beenteredinthecurrentfinancialyear2017-2018andthereafterwouldexceedthethresholdof10%ofannualconsolidatedturnoveras per the latest audited financial results. The approval of theShareholders for the transactions to be entered into and carried out with the Related Parties, from time to time, in the ordinary course of businessandatarm’slengthprice,duringthefinancialyear2017-2018 and thereafter, is being sought by way of abundant caution and as a proactive measure.

The annual consolidated turnover of the Company as per the last audited financial statements for the year 2015-2016 and 2016-2017 is ` 132.94 Crores and ` 99.94 Crores respectively.

The other related information as envisaged under the Companies (Meetings of Board and its Powers) Rules, 2014 is furnished hereunder:-

Maximum value of Contract/ Arrangement/ Transaction Name & Nature of Relationship

with Related PartyParticulars of the Transaction

Capital Infraprojects Private Limited, a Joint Venture wherein the Company’sholdingis50%

Rendering of Technical and other operational services to monitor the overall construction, structural work of the project, guide, control and supervise the activities of the architects, contractors for construction with effect from 15th November, 2016 by way of charging fees of ` 2,50,000/- (Rupees Two Lakhs Fifty Thousand Only) per month for the financial year 2016-2017 and for every financial yearthereafter, which may be increased upto a maximum limit of ̀ 4,00,000/- (Rupees Four Lakhs Only) per month

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IITL Nimbus the Hyde Park, a Joint Venture, wherein the Company’s holdingis50%

Rendering of Technical and other operational services to monitor the overall construction, structural work of the project, guide, control and supervise the activities of the architects, contractors for construction for a period of one year with effect from 15th November, 2016 by way of charging fees of ` 2,50,000/- (Rupees Two Lakhs Fifty Thousand Only) per month for the financial year 2016-2017 andfor every financial year thereafter,which may be increased upto a maximum limit of ` 4,00,000/- (Rupees Four Lakhs Only) per month

a) Name and Nature of Relationship with Related Party: As provided in the table above.

b) Nature, duration of the contract and particulars of the contract or arrangement: As provided in the table above.

c) Material terms of the contract or arrangement including the value, if any: As provided in the table above.

d) Any advance paid or received for the contract or arrangement, if any: Nil

e) Manner of determining the pricing and other commercial terms both included as part of contract and not considered as part of the contract: Depending upon the type of services being provided from time to time.

f) Whether all factors relevant to contract have been considered, if not, the details of factors not considered with the rationale for not considering those factors: Yes

g) Any other information relevant or important for the Audit Committee to take a decision on the proposed transaction: Nil

The Board, therefore, recommends the resolution as set out in the Item no. 5 of accompanying notice for the approval of members of the Company as an 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.

ITEM NO.6

IITL-Nimbus The Express Park View (EPV II), a Joint Venture Partnership Firm between the Company, Nimbus Projects Limited and Assotech Limited and is engaged into real estate business and construction of residential complex in the National Capital Region (NCR).

Industrial Investment Trust Limited (IITL), Holding Company has granted an unsecured loan amounting to ` 23,19,87,365/- to IITL-NIMBUS THE EXPRESS PARK VIEW (EPV-II) a Joint Venture of the Company alongwith Nimbus Projects Limited, in various tranches between November, 2011 to August, 2015. EPV II was regular in servicing its interest obligation upto September 30, 2015:

However, due to crisis in real estate industry EPV II could not achievetheexpectedsalesvolume.Thisaffectedtheprofitabilityas well as the debt repayment capacity of EPV II.

In view of the aforesaid, EPV II failed to service its interest obligation from October 01, 2015 and expressed its inability to repay the interest and the loan. EPV II requested the Holding Company to restructure the said loan by grant of moratorium on repayment of loan and interest thereon for a period of four years alongwith reduction in rate of interest.

Accordingly, the Shareholders of the Holding Company, through a Postal Ballot concluded on April 21, 2017, had accorded their consent by an Ordinary Resolution to the Board of Directors of IITL for Restructuring of Unsecured Loan of ` 23,19,87,365/- granted to IITL-Nimbus The Express Park View (EPV II) and interest outstanding thereon.

However, the process of Restructuring of Loan could not be consummated within a period of 120 days as stipulated by the provisions of Prudential Norms of the Reserve Bank of India pertaining to Restructuring of Loans.

As per the Prudential Norms of RBI applicable to IITL, in all cases of restructuring the promoters of Borrower must bring additional fundswhichshallbeminimumof20percentofNBFC’ssacrificeofthe restructured debt or 2 percent of restructured debt, whichever is higher. Further, Corporate Guarantee is also required to be given to the lender in all cases of restructuring.

IITL Projects Limited and Nimbus Projects Limited being promoters of IITL-NIMBUS THE EXPRESS PARK VIEW (EPV-II) are obliged to grant Corporate Guarantees to the extent of outstanding loan including FITL amounting to ` 24,77,51,459/- and accumulated interest thereon to be calculated upto the end of moratorium period or repayment whichever is earlier.

The Board recommends the resolution as set out in the Item No.6 of accompanying notice for the approval of members of the Company as an Ordinary Resolution.

None of Directors, 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 08, 2017 ComplianceOfficerRegd. Office:Rajabahadur Mansion, 2nd Floor 28, Bombay Samachar Marg Fort, Mumbai - 400 001CIN : L01110MH1994PLC082421E-mail [email protected]

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DIRECTORS’ REPORT

Dear Shareholders

Your Directors are pleased to present the 23rd Annual Report on the business and operations of the Company together with Audited Financial Statements for the year ended March 31, 2017.

Financial Performance

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

Particulars Standalone Consolidated

For the year ended March

31, 2017

*For the year ended March

31, 2016

For the year ended March

31, 2017

*For the year ended March

31, 2016

Total Income 171.61 293.07 9,994.42 13,293.62

Profit/(loss) before Interest, Depreciation & Tax (EBITDA) (274.47) (404.53) 288.63 (169.86)

Finance Charges 0.06 461.35 682.97 662.03

Depreciation 0.76 1.72 7.23 7.58

Net Profit/(Loss) Before Tax (275.29) (867.60) (401.57) (839.47)

Provision for Income Tax (including for earlier years) 1.55 (1.39) 42.37 18.38

Net Profit/(Loss) After Tax (276.84) (866.21) (443.94) (857.85)

Profit/(Loss) brought forward from previous year (969.57) (103.36) (828.01) (70.09)

Consolidation adjustment - - - 98.42

Reversal of proposed dividend and tax thereon - - 31.70 -

Profit for associate for the year - - 1.53 1.51

Profit/(Loss) carried to Balance Sheet (1,246.41) (969.57) (1,238.72) (828.01)

From this, the Directors have transferred to: - - -

Special Reserve - - - -

General Reserve - - - -

Capital Redemption Reserve - - - -

Tax on proposed Dividend - - - -

Leaving a balance to be carried forward (1,246.41) (969.57) (1,238.72) (828.01)* Previous year figures have been regrouped/rearranged wherever necessary.

Results of operations and State of Company’s affairs

The total Income of the Company for the year under review is ` 171.61 Lacs as compared to ` 293.07 Lacs in the previous year. During the period under review the Company entered into One Time Settlement (“OTS”) with Industrial Investment Trust Limited (“IITL”) of outstanding loan of ` 3,648 Lacs granted to the Company alongwith outstanding interest amount of ̀ 361.06 Lacs. Further the interest of ` 547.20 Lacs has been waived, subject to recompensing the holding company in case the Company turns profitable in future and has surplus cash flows. On account of the interest of ` 547.20 Lacs being waived, the loss before tax stood

at ̀ 275.29 Lacs for the year ended March 31, 2017 as compared to ` 867.60 Lacs in the previous year. On consolidation, the loss attributable to shareholders of the Company stood at ` 442.41 Lacs for the year ended March 31, 2017 as compared to ̀ 856.34 Lacs in the previous year.Material changes and commitments that have occurred after the close of the financial year till date of this report which affects the financial position of the Company. Pursuant to Section 134(3)(I) of the Companies Act, 2013.

The Company had availed unsecured loan amounting to ̀ 3,648.00 Lacs from its Holding Company, Industrial Investment Trust Limited

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(“IITL”) for its business purpose in various tranches over a period of time. The Company was regular in servicing its interest obligation upto 30th June 2015. However from 1st July 2015 it has defaulted in its obligation to service interest.

Due to crisis in real estate industry, the Company and its Joint Ventures which are also into the business of Real Estate could not achieve the expected sales volume and were not able to generate sufficient cash flows for servicing its interest obligations and to further repay the loan. This affected the profitability as well the debt repayment capacity of the Company and its Joint-Ventures.

In view of the above said circumstances, the Company approached IITL with a request for One Time Settlement (“OTS”) of its outstanding loan and interest amount.

In view of the above, the Board of Directors of our Company in their Meeting held on 8th March, 2017 have consented for OTS and subsequent to the approval received from the shareholders of the Company and that of IITL, the Company has entered into a One Time Settlement (OTS) Agreement on 18th May, 2017 with IITL for the settlement of outstanding unsecured loan alongwith the outstanding interest thereon.

As per the terms of the OTS Agreement, the Company has transferred its investment in World Resorts Limited totaling to 5,000,000, Zero % Non-Convertible Redeemable Preference Shares amounting to ` 2,833.14 Lacs and its investment in Capital Infraprojects Private Limited totaling to 10,849,120, Zero % Non-Convertible Redeemable Preference Shares amounting to ` 1,175.92 Lacs in favour of IITL.

As per the terms of the OTS Agreement, IITL has also consented to waive off the outstanding Interest for the period April 2016 to March 2017 amounting to ̀ 547.20 Lacs subject to recompensing IITL, in case the Company turns profitable in future and has surplus cash flows.

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 Appended 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 2016-17, are prepared in compliance with applicable provisions of the Companies Act, 2013 read with relevant Accounting Standards issued by the Institute of Chartered Accountants of India and the Listing Regulations. The Consolidated Financial Statements have been prepared on the basis of audited financial statements of the Company, its associate and joint ventures.

Business Overview

The Company is engaged in Real Estate business, construction of residential complex in the National Capital Region (NCR). It has acquired a plot of land on long term lease, under Builders Residential Scheme (BRS) of the Greater Noida Industrial

Development Authority (GNIDA). The construction has been completed and the flats are handed over to the purchasers.

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

Project developed by the Company:-

Express Park View I (EPV): The Company’s Project, ‘Express Park View I’ has been developed and completed. The Project comprises of multi-stored towers/ buildings, having residential flats alongwith with other common services and facilities. The Project overall comprises of 4 towers of total 334 residential flats, of which 317 residential flats have been sold as on date and possession of 295 flats have been handed over and about 150 families are already residing in the campus. A Residents Welfare Association (RWA) has been formed and the complex is now completely handed over to the Residents Welfare Association.

Projects being developed by the Company through SPV’s:

1) The Hyde Park

2) The Golden Palms

3) Express Park View-II &

4) The Golden Palm Village

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

Statement containing salient features of Associate Companies/Joint Ventures

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

Indian Accounting Standards (IND AS)

Your Company has adopted IND AS with effect from 1st April, 2017 pursuant to Ministry of Corporate Affairs notification dated 16th February, 2015, notifying the (Indian Accounting Standard) Rules, 2015. The IND AS is proposed to be implemented in the SPV’s also to ensure consistent standards.

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, 2017.

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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 as required under Regulation 34 of SEBI (Listing Obligations & Disclosures Requirements) Regulations. 2015 is provided in a separate section and forms an integral part of this report.

Change in Capital Structure

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

However, during the year under review, the Company in its Meeting held on March 08, 2017 has variated the existing terms of 70,00,000, 12 % Non-Convertible Cumulative Redeemable Preference Shares of the Company allotted to its Holding Company, Industrial Investment Trust Limited with regard to waiver of dividend, reduction in coupon rate and extension of redemption period.

Internal Financial controls and their adequacy

As required by the Companies Act, 2013, your Company has implemented an Internal Financial Control (IFC) Framework. Section 134(5)(e) requires the Directors to make an assertion in the Directors Responsibility Statement that your company has laid down internal financial controls, which are in existence, adequately designed and operate effectively. Under Section 177(4) (vii), the Audit Committee evaluates the internal financial controls and makes a representation to the Board. The purpose of the IFC is to ensure that policies and procedures adopted by your Company for ensuring the orderly and efficient conduct of its business are implemented, including policies for safeguarding its assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records. The IFC framework implementation required all processes of your Company to be documented alongside the controls within the process. All processes were satisfactorily tested for both design and effectiveness during the year.

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

The Statutory Auditors have made an observation on the Internal Financial Control and in the opinion of the Management; the Company has been scrupulously adhering to the Accounting Standard as prescribed under the law. The qualification made by the auditor relating to material weakness in the Internal Financial Control Report is only one off the incidence and the IITL-Nimbus the Express Park View-II (EPV II), Joint Venture of the Company is already negotiating and discussing the restructuring package with their promoters and in view of the same the interest was not provided and the Company’s share has not been considered in the financials of the Company for the year ended March 31, 2017.

Save and except there are no other deficiency pointed out by the Auditor.

Directors and Key Managerial Personnel

Retiring by Rotation

In accordance with the provision of Section 152 of the Companies Act, 2013 and the Company’s Articles of Association, Mr. Bipin Agarwal , retires by rotation at the ensuing Annual General Meeting of the Company and, being eligible offers himself for re-appointment.

Resignation

During the period under review, Mr. R.S. Loona and Mrs. Beroz Rumie Gazdar resigned as Directors from the Board with effect from June 21, 2016 and May 04, 2017 respectively. The Board places on record, its appreciation or the valuable contributions made by them during their tenure as Director of the Company

Key Managerial Personnel

Pursuant 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.

The Board in its meeting held on August 08, 2017 accepted the resignation of Mr. Kaushik Desai from the post of Chief Financial Officer (KMP) of the Company from the close of the business hours on August 08, 2017. However, the Board will try to fill the vacancy at the earliest in order to comply with the provisions of Section 203 of the Companies Act, 2013

Familiarization Programme for Independent Directors

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

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.aspx

Evaluation of Board, its Committees and Individual Directors

In compliance of Circular No. SEBI/HO/CFD/CMD/CIR/P/2017/004 dated January 05, 2017 titled as “Guidance Note on Board Evaluation” issued by SEBI, Nomination and Remuneration Committee carried out certain revisions in the criteria and the assessment questionnaires designed for the performance evaluation of the Directors, Committees, Chairman and the Board as a whole.

In terms of provisions of Companies Act, 2013 and Schedule II - Part D of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board carried out the annual performance evaluation of its own

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including the various Committees and individual Directors with a detailed questionnaire covering various aspects of the Boards functioning like, composition of Board and its Committees, Board culture, performance of specific duties and obligations.

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

Meeting of the Board

During the year under review, six meetings of the Board of Directors were held. For further details, please refer Report on Corporate Governance, which forms part of this report.

Directors’ Responsibility Statement

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

(a) In preparation of the annual accounts for the year ended March 31, 2017, 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, 2017 and loss of the Company for the year ended on that date;

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

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

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

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

Corporate Governance

Your Company has been practicing the principles of good Corporate Governance over the years and it is a continuous and ongoing process. A detailed Report on Corporate Governance practices followed by your Company, in terms of Regulation 34(3) 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 Directors

The 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 Policy

The 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 as approved by the Board is uploaded on the Company’s weblink viz. http://www.iitlprojects.com/AboutUs.aspx.

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

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

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

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

(A) Conservation of energy: Not Applicable

(B) Technology absorption: Not Applicable

(C) Foreign exchange earnings and Outgo: Not Applicable

Risk Management

The Company has formulated a Risk Management Policy. The Company 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.

Related Party Transactions

The company has laid down a Related Party Transactions Policy for purpose of identification and monitoring of such transactions. The policy on Related Party Transactions as approved by the Board is uploaded on the Company’s 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.

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All Related Party Transactions entered during the financial year by the Company are in ordinary course of business and on an arms’ length basis. Particulars of material contracts or arrangements made with related parties referred to in Section 188(1) of the Companies Act, 2013, in the prescribed Form AOC-2, is appended as Annexure 3 to the Directors’ Report.

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

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

Secretarial Audit

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

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

Auditors and Auditors Report

The members had at the 20th Annual General Meeting (AGM) held on August 30, 2014, approved the appointment of M/s Deloitte Haskins & Sells, (ICAI Registration No. 117365W) as Statutory Auditors of the Company four financial years (2014-2015 to 2017-2018) subject to ratification of their appointment by the Members at every Annual General Meeting.

M/s. Deloitte Haskins & Sells, Chartered Accountants have indicated their unwillingness to seek ratification of their appointment as Statutory Auditors of the Company.

The Board has recommended M/s. Maharaj N R Suresh and Co., Chartered Accountants (Firm Registration No. 001931S), to be appointed as the Statutory Auditors of the Company. The Members are requested to consider their appointment as Statutory Auditors and authorize the Board of Directors to fix their remuneration.

M/s. Maharaj N R Suresh and Co., Chartered Accountants, have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed thereunder to the effect that their appointment, if made, would be within the prescribed limits under the Act and that they are not disqualified for appointment. As required under Regulation 33(1)(d) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Auditors have also confirmed that they hold a valid certificate issued by Peer Review Board of the Institute of Chartered Accountants of India. Accordingly, an Ordinary Resolution is submitted to the meeting for the consideration and approval of members.

Auditors’ Report

The Auditors’ in their Report to the members have given a following qualification in the Standalone and Consolidated Financials of the Company:

Standalone Audit Report:-

As stated in Note 3.36 of the Audit Report, a Jointly controlled entity namely “IITL Nimbus The Express Park View” has not provided for interest of ` 34,798,105/- for the year 2016-2017 on one of its loan accounts. As a result, the Company’s share of loss from the Firm is understated by ` 8,134,195/- and consequently the loss for the year is understated and consequently the shareholders’ funds as at the year end is overstated by an equivalent amount.

Consolidated Audit Report:-

As stated in Note 2.39 of the Audit Report, a Jointly controlled entity namely “IITL Nimbus The Express Park View” has not provided for interest of ` 34,798,105/- for the year on one of its loan accounts. As a result, Consolidated Cost of Sales and consequently the loss for the year are understated by ` 8,134,195/- and consequently the Shareholders’ funds as at the year end is overstated by an equivalent amount.

Management Views

IITL Nimbus The Express Park View - Jointly Controlled Entity (the Firm) has stated in its Audited Financial Statements that interest (forming part of Construction WIP) of ` 347.99 Lakhs for the year in case of one of the loan accounts is not provided for and the matter is in discussion with the Lender. The Auditors of the firm have drawn attention to this matter in their report on the financial statements of the Firm as at and for the year ended 31.03.2017. The Auditors of the Company have qualified their opinion on this subject. The Management of the Company has estimated the Company’s share of loss for the year is understated by ` 81.34 Lakhs. Due to slow down in the real estate industry overall and specifically in the Noida region, the sales in the EPV II Project are very slow. This has adversely affected the cash flows and the fund position in the EPV II project.

Significant and material orders passed by the regulators

During 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.

1716



Particulars of Employees and related disclosures

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

1) The percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary during the financial year 2016-17, ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2016-17 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

2016-17 (in `)

% increase inRemuneration

in the Financial Year 2016-17

Ratio of remuneration of each Director /

to median remuneration of

employees

Comparison of theRemuneration ofthe KMP against the performance of the Company.

1. Mr. D.P.Goyal Managing Director

27,00,000 ^ 0% 6.56 The loss before tax stood at ` 275.29 Lacs for the year ended March 31, 2017 as compared to ` 867.60 Lacs in the previous year.

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

2,20,000(Sitting Fees)

10% 0.53 -

3. Mr. Bipin AgarwalNon Independent Non-Executive Director


20% 0.29 -

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

60,000(Sitting Fees)

Not Applicable 0.15 -

5. Mr. Venkatesan NarayananIndependent Director


0% 0.68 -

6. Mr. Milind S. DesaiIndependent Director


8% 0.68 -

7. Mrs. Beroz Rumie Gazdar ##Independent Director


Not Applicable 0.24 -

8. Ms. Reena Shah*Company Secretary

24,000 Not Applicable Not Applicable -

9. Ms. Shubhangi Lohia**Company Secretary

3,72,327 Not Applicable Not Applicable The loss before tax stood at ` 275.29 Lacs for the year ended March 31, 2017 as compared to ` 867.60 Lacs in the previous year

^ The remuneration of Mr. D.P.Goyal is considered after excluding the amount of reimbursement of expenses of ` 292,576/- for the Financial Year 2016-17.

# Mr. R.S. Loona resigned as Director w.e.f June 21, 2016.

## Mrs. Beroz Rumie Gazdar resigned as Director w.e.f May 04, 2017.

** Ms. Shubhangi Lohia was appointed as a Company Secretary & Compliance Officer of the Company w.e.f April 18, 2016.

* Ms. Reena Shah has resigned as a Company Secretary & Compliance Officer of the Company w.e.f April 16, 2016

1716



Notes:

1) The remuneration to Directors includes sitting fees paid to them for the financial year 2016-2017.

2) The Median remuneration of employees of the Company during the financial year 2016-2017 was ` 4.11 Lakhs.

3) Median remuneration of employees in the last financial year i.e. 2015-16 was ` 5,60,915/- whereas for current financial year i.e, 2016-17 the same stood at ` 4,11,646/-, signifying a decrease of 26.61%.

4) There were Eight permanent employees on the rolls of Company as on March 31, 2017;

5) Average remuneration made in the last financial year i.e 2015-16 was ` 7,29,379/- whereas for current financial year i.e, 2016-17 the same stood at ` 7,18,731/- signifying a marginal decrease of 1%.

* Only employees other than KMP i.e. WTD / CFO / CS and who were employees in both the years i.e. 2016 and 2017 have been considered.

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

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

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

Public Deposits

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

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

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

The following is a summary of sexual harassment complaints received and disposed off during the year 2016-2017:

• No. of complaints received - Nil

• No. of complaints disposed off - Nil

Acknowledgement

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

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

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

For and on behalf of the Board IITL Projects Limited

Bipin Agarwal D.P.Goyal Place : Mumbai, Director Managing Director Date : August 08, 2017 (DIN: 00001276) (DIN: 03132505)

1918



Annexure 1Form No. MGT-9

EXTRACT OF ANNUAL RETURN as on the financial year ended on 31st March, 2017

ofIITL PROJECTS LIMITED

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

I. REGISTRATION AND OTHER DETAILS:

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

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

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

Yes - BSE Limited

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

Purva Sharegistry (India) Pvt. Ltd 9, Shiv Shakti Industrial Estate, J.R. Boricha Marg, Opp Kasturba Hospital, 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 company1 Construction and Real Estate Development 41001 70.05%

III. PARTICULARS OF HOLDING, SUBSIDIARY, ASSOCIATE AND JOINT VENTURE 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 Pvt. Limited Vikasdeep Building, District Centre, Laxmi Nagar, Delhi-110092

U74140DL 2015PTC278085 Associate 50 2(6)

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

U45400DL2010PTC203755 Joint Venture 50 2(6)

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

Not Applicable Joint Venture 50 2(6)

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

Not Applicable Joint Venture 47.50 2(6)

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

Not Applicable Joint Venture 47.50 2(6)

1918



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

Category of Shareholders

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

yearDemat Physical Total % of Total

SharesDemat physical total % of Total

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

3580347 0 3580347 71.74 3580347 0 3580347 71.74 0.00

B. Public Shareholding 1. Institutions a) Mutual Funds 0 0 0 0.00 0 0 0 0.00 0.00b) Banks/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 263235 1100 264335 5.30 372221 1100 373321 7.48 2.18ii) Overseas 0 0 0 0.00 0 0 0 0.00 0.00b) Individuals i) Individuals Shareholders holding nominal share capital upto ` 1 lakh

198235 54115 252350 5.06 198986 54115 253101 5.07 0.01

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

266359 594500 860859 17.25 157135 594500 751635 15.06 2.19

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

96 0 96 0.00 604 0 604 0.01 0.01

Hindu Undivided Family 22382 0 22382 0.45 22382 0 22382 0.45 0.00Clearing Member 10531 0 10531 0.21 9510 0 9510 0.19 0.02Sub-total (B)(2):- 760838 649715 1410553 28.26 760838 649715 1410553 28.26 0.00Total Public Shareholding (B)=(B)(1)+ (B)(2)

760838 649715 1410553 28.26 760838 649715 1410553 28.26 0.00

C. Shares held by Custodian for GDRs & ADRs

0 0 0 0.00 0 0 0 0.00 0.00

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

2120



(ii) Shareholding of Promoters

Sl No.

Shareholder’s Name Shareholding at the beginning of the year

Shareholding at the end of the year

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

Industrial Investment Trust Limited

At the beginning of the year 3580347 71.74 3580347 71.74

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

No Change

At the End of the year 3580347 71.74 3580347 71.74

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

Sl. No.



For Each of the Top 10 Shareholders No. of shares


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 4.09 204039 4.09

2 Prashant M Dakle



No Change


194700 3.90 194700 3.90

2120



3 Mohan Lal Sehajpal



No Change


73775 1.48 73775 1.48

4 Vinay Raj Singh



No Change


69300 1.39 69300 1.39

5 V K Singh HUF



No Change


67700 1.36 67700 1.36

6 Rajesh M Lihala



No Change


67400 1.35 67400 1.35

7 Anita Deora



No Change


66700 1.34 66700 1.34

8 Champshi Punshi Faria



No Change


66100 1.32 66100 1.32

2322



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

Acquisition of Shares on 13.05.2016 +59088 +1.18 59088 1.18At the End of the year (or on the date of separation, if separated during the year)

59088 1.18 59088 1.18

11 Venu Thukkaraman Raman# At the beginning of the year 59088 1.18 59088 1.18 Date wise Increase / Decrease in Shareholding


Sale of Shares on 13.05.2016 -59088 -1.18 0 0.00 At the End of the year (or on the date of

separation, if separated during the year)0 0.00 0 0.00

# Ceased to be in the list of Top 10 shareholders as on 31.03.2017. The same is reflected above since the shareholder was one of the Top 10 shareholders as on 01.04.2016.

(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 At the beginning of the year 0 0.00 0 0.00 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 0 0 0 0.002 Dr. Bidhubhushan Samal At the beginning of the year 0 0.00 0 0.00 Date wise Increase / Decrease in Shareholding


No Change


2322



3 R.S. Loona (up to 21.06.2016) At the beginning of the year 0 0.00 0 0.00 Date wise Increase / Decrease in Shareholding


No Change

At the End of the year 0 0.00 0 0.004 D.P.Goyal

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

No Change

At the End of the year 0 0.00 0 0.005 Venkatesan Narayanan At the beginning of the year 0 0.00 0 0.00 Date wise Increase / Decrease in Shareholding


No Change

At the End of the year 0 0.00 0 0.006 Milind S. Desai At the beginning of the year 0 0.00 0 0.00 Date wise Increase / Decrease in Shareholding


No Change

At the End of the year 0 0.00 0 0.007 Beroz Rumie Gazdar At the beginning of the year 0 0.00 0 0.00 Date wise Increase / Decrease in Shareholding


No Change

At the End of the year 0 0.00 0 0.00KEY MANAGERIAL PERSONNEL:

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

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

No Change

At the End of the year 0 0.00 0 0.002 Shubhangi Lohia (w.e.f 18.04.2017) At the beginning of the year 0 0.00 0 0.00 Date wise Increase / Decrease in Promoters

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

No Change


2524



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

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

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

iii) Interest accrued but not due NIL NIL NIL NIL

Total (i+ii+iii) NIL 40,09,06,600 NIL 40,09,06,600Change in Indebtedness during the financial year* Addition NIL NIL NIL NIL

* Reduction NIL NIL NIL NIL

Net Change NIL NIL NIL NIL

Indebtedness at the end of the financial yeari) Principal Amount NIL 36,48,00,000 NIL 36,48,00,000

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

iii) Interest accrued but not due NIL NIL NIL NIL

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

VI REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

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

Sl. No.

Particulars of Remuneration

Name of MD/WTD/Manager Mr. D.P.Goyal

1 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 NIL3 Sweat Equity NIL4 Commission

as % of profit NILothers, specify NIL

5 others, please specify NILTotal (A) ` 27,00,000/-Ceiling as per the Act Maximum Yearly Remuneration as per Schedule V Part

II based on Effective Capital of the Company shall not exceed ` 60 Lakhs (excluding Contribution to Provident Fund, Gratuity and Encashment of Leave as per Rules of the Company)

2524



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

Sl. No.


Name of Directors

Mr. R.S.Loona

Mr. V. Narayanan

Mr. Milind S. Desai

Ms. Beroz Rumie Gazdar

Total Amount

1 Independent Directors

Fee for attending board committee meetings 60,000 2,80,000 2,80,000 1,00,000 7,20,000

Commission -- -- -- -- --

Others, please specify -- -- -- -- --

Total (1) -- -- -- --

2 Other Non-Executive Directors Dr. B. Samal

Mr. Bipin Agarwal

-- -- --

Fee for attending board committee meetings 2,20,000 1,20,000 3,40,000

Commission -- -- -- -- --

Others, please specify -- -- -- -- --

Total (2) -- -- -- -- 3,40,000

Total (B)=(1+2) -- -- -- -- 10,60,000

Total Managerial Remuneration -- -- -- -- 10,60,000

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

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

Sl No.


Key Managerial Personnel

CEO Company Secretary (CS)

CFOKaushik Desai#Shubhangi

Lohia*Reena Shah**

1 Gross Salary

Not Applicable NIL

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

3,72,327 24,000

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

NIL NIL

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

NIL NIL

2 Stock Option NIL NIL

3 Sweat Equity NIL NIL

4 Commission as % of profit others, specify NIL NIL

5 Others, please specify NIL NIL

Total 3,72,327 24,000

*Appointed as Company Secretary w.e.f. April 18, 2016. ** Ceased to be a Company Secretary w.e.f. April 16, 2016. #Mr. Kaushik Desai is the Group CFO and is paid remuneration from our Holding Company.

2726



VII PENALTIES/PUNISHMENT/COMPOUNDING OF OFFENCES:

Type Section of the Companies Act

BriefDescription

Details of Penalty / Punishment/ Compounding fees imposed

Authority [RD/NCLT/COURT]

Appeal made,if any (give Details)

A. COMPANY

Penalty

NILPunishment

Compounding

B. DIRECTORS

Penalty

NILPunishment

Compounding

C. OTHER OFFICERS IN DEFAULT

Penalty

NILPunishment

Compounding

Place: Mumbai For and on behalf of the Board Date: August 08, 2017 IITL Projects Limited

Bipin Agarwal D.P. Goyal

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

2726



Annexure 2AOC-1

(Pursuant to first proviso of sub-section (3) of Section 129 read with Rule 5 of Companies (Accounts) Rule, 2014Statement containing salient features of the financial statement of subsidiaries / associate companies / joint ventures

Part “A”: Subsidiaries

Name of the subsidiary

The date since when subsidiary was acquired

1. 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 & surplus

5. Total assets

6. Total Liabilities

7. Investments

8. Turnover

9. Profit before taxation

10. Provision for taxation

11. Profit after taxation

12. Proposed Dividend

13. % of shareholding

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

2928



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, 2017 31st March, 2017 31st March, 2017 31st March, 2017 31st March, 2017

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

3 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 50,00,000 2,02,37,500 5,00,000 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% - - - -

4 Description of how there is significant influence Note -A Note-B Note-A Note-B Note-B

5 Reason why the associate/ joint venture is not consolidated

NA NA NA NA NA

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

13,74,59,111 (3,66,96,462) 8,79,603 9,96,49,988 17,05,72,535

7 Profit/Loss for the year

i. Considered in Consolidation (Amount in `)* (1,67,09,865) (2,15,85,397) 1,53,379 20,79,352 (11,60,993)

ii. Not Considered in Consolidation

1. Name of associates which are yet to commence operations- Not Applicable

2. 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 08, 2017 (DIN 00001276) (DIN 03132505)

2928



Annexure 3AOC-2

Disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arm’s length transactions under third proviso thereto

1. Details of contracts or arrangements or transactions not at arm’s length basis for the year ended March 31, 2017 - NIL(a) Name(s) of the related party and nature of relationship(b) Nature of contracts/arrangements/transactions(c) Duration of the contracts / arrangements/transactions(d) Salient terms of the contracts or arrangements or transactions including the value, if any (e) Justification for entering into such contracts or arrangements or transactions(f) Date(s) of approval by the Board(g) Amount paid as advances, if any:(h) Date on which the special resolution was passed in general meeting as required under first proviso to section 188

2. Details of material contracts or arrangement or transactions at arm’s length basis for the year ended March 31, 2017 are as follows:

Sl.No. Particulars Description1. Name(s) of the related party Industrial Investment Trust Limited (IITL)

2. Nature of relationship Holding Company

3. Nature of contracts / arrangements / transactions One Time Settlement of the outstanding unsecured loan availed by the Company from Industrial Investment Trust Limited (IITL) alongwith the outstanding interest thereon.

4. Duration of the contracts/arrangements/transactions Not Applicable

5. Salient terms of the contracts or arrangements or transactions including the value, if any

(i) One Time Settlement of the outstanding unsecured loan of ` 36.48 Crores availed from Industrial Investment Trust Limited (“IITL”) together with Outstanding Interest for the period ended March 31, 2016 of ` 3.61 Crores (net of TDS) aggregating to ` 40.09 Crores would be adjusted against the transfer of following assets in favour of IITL:a. Transfer of 50,00,000, Zero % Non-Convertible Redeemable

Preference Shares of World Resorts Limited (WRL) held by the Company in favour of IITL amounting to ` 28.33 Crores; and

b. Transfer of 1,08,49,120, Zero % Non-Convertible Redeemable Preference Shares of Capital Infraprojects Private Limited (CIPL) held by the Company in favour of IITL amounting to ̀ 11.76 Crores.

(ii) Waiver of the Interest for the period April 2016 to March 2017 amounting to ` 5.47 Crores.

(iii) In case if the Company turns profitable in future and has surplus cash flows, the Company will recompense IITL for the interest amount which has been waived off as a part of One-Time Settlement.

6. Date(s) of approval by the Board, if any March 08, 2017, However the Board’s approval was subject to the approval of the shareholders of the Company and the shareholders of Industrial Investment Trust Limited by way of Ordinary Resolution.

7. Amount paid as advances, if any NILFor and on behalf of the Board

IITL Projects Limited

Bipin Agarwal D.P.Goyal Place : Mumbai Director Managing Director Date : August 08, 2017 (DIN 00001276) (DIN 03132505)

3130



Annexure 4REPORT ON CSR ACTIVITIES/ INITIATIVES

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

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

A brief outline of the CSR policy is 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 : ` 6,70,01,833/-

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 2016-2017.

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 08, 2017 Managing Director Chairman, CSR Committee

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Annexure 5Form MR-3

SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED MARCH 31, 2017

[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, 2017 (“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, 2017 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.

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

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Real Estate Development:1. The Real Estate (Regulation and Development) Act, 2016.2 The Uttar Pradesh Apartment (Promotion of Construction, Ownership & Maintenance) Act, 2010Property Related Acts:1. Registration Act, 19082. Indian Stamp Act, 18993. Transfer of Property Act, 1882Environmental Related Acts:1. The Water (Prevention & Control of Pollution) Act, 19742. The Air (Prevention & Control of Pollution) Act, 1981 3. National Green Tribunal Act, 2010Labour Laws:1. Employees Provident Fund and Miscellaneous Provisions Act, 19522. Employees’ State Insurance Act, 19483. The Payment of Gratuity Act, 1972We have also examined compliance with the applicable clauses of the following: (i) Secretarial Standards issued by The Institute of Company Secretaries of India. (ii) The Listing Agreement entered into by the company with the Bombay Stock Exchange Limited. During the period under review, the company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above.We further report that The compliance by the Company of applicable financial laws like direct and indirect tax laws and maintenance of financial records and books of accounts has not been reviewed in this Audit since the same have been subject to review by statutory financial audit and other designated professionals.We further report that The Board of Directors of the company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act. Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting. As per the minutes of the meetings duly recorded and signed by the Chairman, the decisions of the Board were unanimous and no dissenting views have been recorded.We further report that based on the information provided by the company, its officers and authorized representatives during the conduct of the audit, in our opinion, there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines including labour laws viz. Employees Provident Fund and Miscellaneous Provisions Act, 1952 and The Payment of Gratuity Act, 1972.We further report that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines. We further report that during the audit period, the Board of Directors in its meeting held on March 08, 2017:1. Based on the approval of the Audit Committee in its meeting held on March 08, 2017, accorded their consent for Variation in the terms

of 70,00,000, 12% Non-Convertible Cumulative Redeemable Preference Shares of the Company allotted to its Holding company, Industrial Investment Trust Limited (IITL); and

2. Based on the approval of the Audit Committee in its meeting held on March 08, 2017, and subject to the approval of the shareholders of the company and the shareholders of Industrial Investment Trust Limited, accorded their consent for One Time Settlement (OTS) of the outstanding unsecured loan availed by the company from Industrial Investment Trust Limited, Holding company alongwith the outstanding interest thereon.

For Chandanbala Jain and AssociatesChandanbala O. Mehta

Practising Company SecretariesPlace: Mumbai FCS: 6122Date: August 08, 2017 C.P. No.: 6400Note: This report is to be read with our letter of even date which is annexed herewith and forms an integral part of this report.

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Annexure to Secretarial Audit Report

The Members, IITL Projects Limited

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

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

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

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

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

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

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

For Chandanbala Jain and AssociatesPractising Company Secretaries

Chandanbala O. Mehta FCS: 6122

Place: Mumbai C.P. No.: 6400Date: August 08, 2017

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MANAGEMENT DISCUSSION AND ANALYSIS REPORT

IINDIAN ECONOMY:

Despite global headwinds, India continued its growth trajectory with a GDP of 7.1 per cent in the financial year 2016-2017. Domestic macroeconomic conditions remained stable with significant moderation in inflation. On November 08, 2016, Government of India demonetized ` 500/- and ` 1000/- notes then in circulation. With the unscheduled announcement there was panic and disruption. From November 09, 2016 onwards consumers turned frugal, causing a sharp drop in demand for goods and services. Cash shortage and payment disruption strained the consumption and business activity for major part of the second half of the year. Many sectors bore the brunt. Sectors like transport and real estate were visibly in pain, several other industrial sectors scaled back services or production.

Legislative and tax reforms such as implementation of Goods and Service Tax (GST), Real Estate (Regulation and Development) Act, 2016 and enactment of bankruptcy laws are expected to reinforce the benefits from the strong macro fundamentals. GST implementation is expected to improve compliance, boost tax revenue and expand GDP by bringing more business under its ambit.

OVERVIEW OF REAL ESTATE INDUSTRY IN INDIA:

The India’s real estate sector has been witnessing weakness in sales momentum, rising inventory and debt levels for the past three years. Property developers continue to face challenging operating environment. Levels of unsold inventory in the residential and commercial real estate segments have risen between 18% to 40% in different cities with maximum unsold stock in the Delhi NCR region over the last one year. NCR has estimated unsold inventory of 2,50,000 housing units.

Builders have stopped announcing new projects as it may take two to three years to offload their current stock while keeping a watch on the development of RERA its applicability and its adoption. Delhi NCR region where a number of projects are being developed as also given the fact that there is a huge inventory of unsold stock, may even take a bit longer. Due to cut throat competition, various innovative practices are adopted by builders / brokers for increasing sales. High Networth Individuals (HNIs) and Non Resident Indians (NRIs) are persuaded by brokers to buy projects of small, capital-starved builders at highly competitive rates. Besides the discount being offered, the property developers are trying their best to lure the home buyers by offering freebies including free modular kitchens, air conditioners and ward robes to name a few.On account of these practices, margins of developers / companies are strained. Companies which are highly leveraged are facing huge interest burden and overhead cost which are impacting their financials.

Builders are luring buyers to pay a small amount upfront and pay the rest when they move in. Consumers are holding off from investing in property by anticipating some further fall in prices.

Property prices are determined by demand and supply in market. Prices which were once determined by the developers / builders arbitrarily will be the thing of the past. The real estate market in India lacked regulation, transparency and systematic process. With the enactment of The Real Estate (Regulation and Development) Act, 2016 (RERA), which came into force on May 01, 2017, there will be a paradigm shift in the real estate sector. The Act is expected to regulate the real estate sector and trigger a new era in transparency and efficiency for both buyers and developers. It is a transitional phase for real estate developers and has brought with it a lot of hope for the liquidity crunched real estate sector. Ongoing projects were required to be registered before July 31, 2017 (now extended by Uttar Pradesh Government to 15th August, 2017). New projects cannot be launched without first registering them with RERA. Your company is complying with the requirements.

The demonetization move infused a high degree of uncertainty and confusion in the market but this impact seems to be transient in nature. Factors such as probable interest rate cuts, political stability especially in the UP region, economic growth, Real Estate Regulators and the Goods and Service Tax is expected to augur well.

BUSINESS PERFORMANCE:

The Company is engaged in Real Estate business, construction of residential complex in the National Capital Region (NCR).Under the Builders Residential Scheme (BRS) of the Greater Noida Industrial Development Authority (GNIDA), the Company was allotted plots of land on long term lease basis for construction of residential flats.

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

Project developed by the Company:-

Express Park View I: The Company’s Project, ‘Express Park View I’ has been developed and completed. The Project comprises of multi-stored towers/ buildings, having residential flats alongwith with other common services and facilities. The Project overall comprises of 4 towers of total 334 residential flats, of which 317 residential flats have been sold as on date and possession of 295 flats have been handed over and about 150 families are already residing in the campus. A Residents Welfare Association (RWA) has been formed and the complex is now completely handed over to the Residents Welfare Association.

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

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1) The Hyde Park - This project is jointly developed by the Company with Nimbus Projects Limited. The Project was planned for development in Two Phase i.e. Phase-I and Phase - II of which Phase - I comprises of 1540 flats in 17 towers. The Completion Certificates have been received for all the 17 towers in Phase I, out of which 1406 flats have been sold as on date and 1303 flats are already physically handed over to the buyers and over 1100 families are residing in the campus. Master plan was modified for Phase - II and now with the purchasable FAR, Phase II of the Project comprises of 552 flats in 6 towers which is proposed to be completed in two stages of three towers each. Out of which 181 flats have been sold as on date.

2) The Golden Palms - This Project is jointly developed by the Company with Nimbus Projects Limited. The Project is developed primarily in three Phases i.e. Phase–I, Phase –II & Phase - III and comprises of 1408 residential flats in 13 towers, of this 928 flats have been sold as on date. Out of these 13 towers, 7 towers are already completed and Completion Certificates have been obtained. These 7 towers comprises of 604 residential flats out of which 289 Flats have already been handed over to the buyers and about 100 families are residing in the Complex.

3) Express Park View-II - This Project is jointly developed by the Company with Nimbus Projects Limited and Assotech Limited. The Project was initially launched in two phases i.e. Phase I & Phase II. The construction of Phase I comprising of 10 towers of total 1320 residential flats was taken up and 699 flats have been sold as on date. Due to slowdown of the market the construction of Phase II could not be proceeded. The Phase I comprising of 10 towers is proposed to be released in three stages constituting of 3, 4 and 3 Towers. An application for Completion Certificate has been filed with the Greater Noida Industrial Development Authority (GNIDA) and is in process.In June 2017, the firm has made an application to Greater Noida Industrial Development Authority (GNIDA) for partial surrender of project land under Project Settlement Policy (PSP) the said authorities have in-principle accepted the request and formal response giving clarity is expected shortly.

4) The Golden Palm Village - This plot of land near F 1 racing track was allotted and scheduled to be developed by the Company jointly with Nimbus Projects Ltd and Assotech Ltd for Residential flats from Yamuna Expressway Industrial Development Authority (YEIDA). The construction work was planned but due to slow market sentiments it could not proceed even though efforts were to redesign the project. Now, In line with the recently launched Project Settlement Policy (PSP) by YEIDA , the firm has made an application under Project Settlement Policy (PSP) to Yamuna Expressway Industrial Development Authority (YEIDA) for partial surrender of project land admeasuring around 30995.70 sq. metres out of total project land area of around 102995.70 sq. mtr which is principally accepted by YEIDA and the application is under process with them for final disposal. The firm is evaluating options for development.

The Company and its joint ventures have availed total loans aggregating to ` 80 crores for business purpose from Industrial Investment Trust Limited (IITL) from time to time. Between February 2010 to September 2015, the Company had availed unsecured loan amounting ` 36.48 crore in various tranches for its business. Upto June 30, 2015, the Company was regular in servicing its interest obligation.

However, due to crisis in real estate industry and with other impediments the Company and its Joint Ventures could not achieve the expected sales volume. This affected the profitability as well the debt repayment capacity of the company and its Joint-Ventures.

The Company failed to service its interest obligation from July 01, 2015. In November 2015, at the specific request of the Company, IITL granted a moratorium to the Company on payment of interest upto April 30, 2016 and also the period for repayment of loan was further extended upto March 31, 2018. However even after the end of the moratorium period the Company could not service its interest obligation.

Due to severe financial constraints the Company approached IITL with a request for One Time Settlement (OTS) of its outstanding loan and interest amount. Being a related party transaction, approval was sought from the members of the Company in April 2017 through Postal ballot. Subsequently IITL entered into One Time Settlement (OTS) of outstanding loan of ` 36.48 crores granted to the Company with outstanding interest amount of ` 3.61 crores. IITL has waived off the interest of ` 5.47 crores, subject to recompensing IITL in case the Company turns profitable in future and has surplus cash flows.

Besides that, the loans which have been granted to the Joint Venture IITL Nimbus The Hyde Park Noida (Hyde Park) were renewed from time to time by IITL. Hyde Park has been regular in servicing its interest obligation. However Hyde Park has not been in a position to repay the loan till date. IITL being an NBFC has classified these loans as NPA, in terms of Prudential Norms of RBI , and have not been renewed for a further period.

Due to declining sales, increasing burden of interest costs, the losses of joint ventures of the company are increasing. The Joint Ventures, IITL Nimbus The Express Park View (EPV II) and IITL Nimbus The Palm Village have not been able to service the interest obligation since December 2015 and March 2017 respectively and have also become NPAs. EPV II is approaching the lender IITL with the restructuring proposal.

There is a drag on the Company’s performance. Management expects that in the couple of years the joint ventures of the company will definitely turn around.

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,

PB36



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.

RERA which came into force w.e.f. May 01, 2017 aspires to bring in a regulated system for the sectors growth and aims to ease the overall business for the developer and the consumer. The purpose of RERA is to help the real estate sector and ensure its smooth functioning. RERA India is bringing such opportunity where the Promoters will work to gain the confidence of buyers, so that the real estate sector will see a much required boom in the market.

RESULTS OF OPERATIONS AND STATE OF COMPANY’S AFFAIRS

The total Income of the Company for the year under review is ` 171.61 Lacs as compared to ` 293.07 Lacs in the previous year. During the period under review the Company entered into One Time Settlement (“OTS”) with Industrial Investment Trust Limited (“IITL”) of outstanding Loan of ` 3,648 Lacs granted to the Company alongwith outstanding interest amount of ` 361.06 Lacs. Further the interest of ` 547.20 Lacs has been waived, subject to recompensing the holding company in case the Company turns profitable in future and has surplus cash flows. On account of the interest of ` 547.20 Lacs being waived, the loss before tax stood at ` 275.29 Lacs for the year ended March 31, 2017 as compared to ` 867.60 Lacs in the previous year. On consolidation, the loss attributable to shareholders of the Company stood at ` 442.41 Lacs for the year ended March 31, 2017 as compared to ` 856.34 Lacs in the previous year.

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, 2017, the total number of employees was eight.

OUTLOOK

Despite uncertainty on global front, India’s economy has been able to move on a steady path recording a GDP of 7.1 per cent in the financial year 2016-2017. Though in the coming year, India’s economy will face many challenges.

The Indian Government has completed three years in office. Spate of reforms were undertaken like ‘Make in India’, Ease of doing business which has paved smooth way for industries. The Real Estate (Regulation and Development) Act, 2016 (RERA) which has come into effect from May 1, 2017, covers all the residential and commercial projects in every state. RERA is aimed to protect the interest of consumers, promote fair play in real estate transactions and ensure timely execution of projects.

The real estate sector contributes 9 per cent of India’s GDP, and it is the second largest employer after agriculture. This sector is likely to get further boost from the government with plans like Housing for all by 2022, Pradhan Mantri Awaz Yojna which will definitely increase the demand for housing, 100 smart cities. The government has announced more than 20 supporting measures to revive the real estate sector over the last two years including announcing the long awaiting infrastructure status for affordable housing, besides several tax concessions and exemptions. The real estate sector which was disorganized will be regulated with RERA and GST, as these Acts will put accountability on the developers in terms of financial disclosure, timely development of projects and healthy corporate practices. Home buyers confidence is set to increase on the basis of the measures taken by the Government.

The Company expects that considering all the factors beneficial to the buyers there will be improvement in the sales. With the help of concessions granted by the holding company, the Company expects that it alongwith its joint ventures will turn around in the couple of years and the company’s financial position will improve substantially.

CAUTIONARY STATEMENT:

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


D. P. GoyalManaging Director

(DIN: 03132505)

Date : August 08, 2017Place : Mumbai

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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 endeavor towards attainment of highest level of transparency, integrity, accountability and fairness in all operations of the Company. We keep our governance practices under continuous review and benchmark ourselves towards best practices.

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

2. BOARD OF DIRECTORS:

The Board consists of experienced professionals drawn from diverse fields. The Board of your Company has an optimum combination of Executive and Non-Executive Directors. The Board as on March 31, 2017 consisted of six directors of which three are Independent Directors including one Woman Director. The composition is in conformity with Regulation 17 of the SEBI Listing Regulations read with Section 149 of the Companies Act, 2013 (hereinafter referred to as “the Act”).

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

REPORT ON CORPORATE GOVERNANCE

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

c) The names and categories of the Directors on the Board, their attendance at the Board Meetings during the year 2016-17 and at the Annual General Meeting and also the number of Directorship and Committee Membership/Chairmanship held by them in various companies are given in the table below:

FY 2016-17Sr. No.

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

No. of other Directorships

held *

No. of Committees Memberships

of other Companies#

No. of Committee Chairmanships of other Companies#

1. Dr. B Samal NI/NEC 00007256 7 3 32. Mr. Bipin Agarwal NI/NE Promoter 00001276 6 1 13. Mr. D.P. Goyal Managing Director 03132505 Nil Nil Nil4. Mr. R.S. Loona (resigned w.e.f.

June 21, 2016)I/NE 02305074 4 3 1

5. Mr. Venkatesan Narayanan I/NE 00765294 3 3 16. Mr. Milind S. Desai I/NE 00326235 1 1 Nil7. Mrs. Beroz R. Gazdar I/NE 00390861 Nil Nil Nil

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

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

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

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

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

The notice and detailed agenda alongwith notes and other material information are sent in advance separately to each Director. For each meeting, a detailed agenda is prepared in consultation with the Chairman.

During the Financial Year 2016-17, the Board met six times. The meetings were held on May 25, 2016, August 09, 2016, October 13, 2016, November 12, 2016, February 08, 2017 and March 08, 2017. The interval between two meetings was well within the maximum period under Section 173 of the Companies Act, 2013 and Regulation 17(2) of the Listing Regulations.

The necessary quorum was present for all the meetings.

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Attendance of Directors at the Board Meetings during the year 2016-17 and at the Annual General Meeting (AGM):

Name of the Director

No. of Board Meetings held during the year

2016-2017

Attendance at the AGM held on

September 16, 2016

Held AttendedDr. B. Samal 6 6 YesMr. Bipin Agarwal 6 6 YesMr. D.P. Goyal 6 4 YesMr. Venkatesan Narayanan

6 6 Yes

Mr. Milind S. Desai 6 6 YesMrs. Beroz R. Gazdar 6 3 NoMr. R.S. Loona* 6 1 Not Applicable

*Resigned w.e.f June 21, 2016.e) Disclosure of relationship between directors inter-se None of the Directors of the Company are related to each

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

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

convertible instrument of the Company.g) Independent Directors: The Company has appointed Independent Directors

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

All Independent Directors of the Company have been appointed as per the provisions of the Act and Listing Regulations. Formal letters of appointment have been issued to Independent Directors. The terms and conditions of appointment have been disclosed on the website of the Company viz. www.iitlprojects.com.

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

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

The Company conducts periodical meetings and makes presentations to familiarise Independent Directors with the strategy, operations and functions of the Company. During the year under review a meeting of Independent Director was held on March 08, 2017.

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

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

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

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

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

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

Code of Conduct for Prohibition of Insider Trading A Code of Conduct to regulate, monitor and report trading by

Insiders has been approved by the Board on May 14, 2015 to confirm to the provisions of 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 Promoter(s) and Promoter Group(s), all Directors and such other designated employees of the Company, 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.

The Company has also formulated “The Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive

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Information (UPSI)” in compliance with the SEBI (Prohibition of Insider Trading) Regulations, 2015. This Code is displayed on the Company’s website viz. www.iitlprojects.in.

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

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

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

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

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

Year 2016-17. The maximum gap between two Meetings was not more than 120 days. The Committee met on May 25, 2016, August 09, 2016, November 12, 2016, February 08, 2017 and March 08, 2017. The requisite quorum was present at all the Meetings. The Chairman of the Audit Committee was present at the Annual General Meeting of the Company held on September 16, 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 2016-17Held Attended

Mr. Milind S. Desai

Independent Director/Chairman

5 5

Dr. B. Samal Non- Independent Director/Member

5 5

Mr. Venkatesan Narayanan

Independent Director/Member

5 5

Mr. R. S. Loona* Independent Director/Member

5 1

* Ceased to be a member of Audit Committee w.e.f June 21, 2016.

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

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

Ms. Shubhangi Lohia, Company Secretary & Compliance Officer acts as Secretary to the Committee as required by Regulation 18(1) (e) of the Listing Regulations.

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

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

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

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

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

a. Matters required 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;

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;

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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 an 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.

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

of three Non-Executive Directors. Mr. Milind Desai, Independent Director is the Chairman of the Committee. The other members of the Nomination and Remuneration Committee include Mr. Venkatesan Narayanan and Mrs. Beroz R. Gazdar, Independent Directors. The Composition of Nomination and Remuneration Committee is in accordance with the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of the Listing Regulations. The Committee was last reconstituted on August 09, 2016.

Objective The Key Objectives of the Committee:

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

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

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

Meeting and Attendance The Nomination and Remuneration Committee met twice

during the year on April 16, 2016 and March 04, 2017. The requisite quorum was present in the meeting. The Chairman of the Nomination and Remuneration Committee was present at the Annual General Meeting of the Company.

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

Status No. of Nomination and Remuneration Committee

Meetings AttendedMr. Milind S. Desai Chairman 2Mr. Venkatesan Narayanan Member 2Mrs. Beroz R. Gazdar* Member 1Mr. R.S. Loona# Member 1

* Appointed as a Member of Nomination and Remuneration Committee on August 09, 2016.

# Ceased to be Chairman/Member of Nomination and Remuneration Committee w.e.f. June 21, 2016.

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

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

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

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

i. Level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the quality required to run the Company successfully;

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

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

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

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

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

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

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

Evaluation The Committee carries out evaluation of performance

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

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

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

inputs on the minutes of the meetings• Adherence to ethical standards & code of conduct of

Company and disclosure of non – independence, as and when it exists and disclosure of interest

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

• Interpersonal relations with other directors and management

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

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

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

Pecuniary transactions with non-executive directors During the year under review, there were no pecuniary

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

Criteria of making payments to non-executive directors Non-executive directors of the Company play a crucial

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

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

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

Mr. D.P. Goyal, Managing Director of the Company was paid remuneration during the financial year as per the recommendation of the Nomination and 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 from July 5, 2016 to September 30, 2017. 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 2016-2017 is given below: Name Salary

`Perquisites

`Contribution

to P.F and other funds

`

Total`

Mr. D.P.Goyal 27,00,000 2,92,576 Nil 29,92,576

Details of remuneration paid to Non-Executive Directors for the year 2016-2017 are given below:

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Sitting Fees (excluding Service Tax)

Name Board Meetings

`

Committee Meetings

`

Total

`

Dr. B. Samal 1,20,000 1,00,000 2,20,000

Mr. Bipin Agarwal 1,20,000 - 1,20,000

Mr. Venkatesan Narayanan 1,20,000 1,60,000 2,80,000

Mr. Milind S. Desai 1,20,000 1,60,000 2,80,000

Mrs. Beroz Rumie Gazdar 60,000 40,000 1,00,000

Mr. R.S. Loona* 20,000 40,000 60,000

* Ceased to be Director w.e.f. June 21, 2016.

None of the directors held any equity shares in the company as on March 31, 2017.

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 August 09, 2016. All the members of the Committee are Non-Executive and Independent Directors. The composition of the Stakeholders Relationship Committee is in compliance with the provisions of Section 178 of the Companies Act, 2013 and Regulation 20 of SEBI Listing Regulations.

The Committee as on March 31, 2017 comprises of 3 members, namely:

Mr. Venkatesan Narayanan - Chairman

Mr. Milind S. Desai - Member

Mrs. Beroz R. Gazdar - Member

During the year under review, no meeting of the Stakeholders’ Relationship Committee was held.

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

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

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

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

Name address and designation of Compliance Officer:

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 No. of

ComplaintsComplaints as on April 01, 2016 NilComplaints received during 2016-2017 NilComplaints not solved to the satisfaction of shareholders

Nil

Complaints pending as on March 31, 2017 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, no meeting of the CSR Committee was held.

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

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

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

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

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

E) General Body Meetings / Postal Ballot

i) Annual General Meeting

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

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Financial Year

AGM Day, Date Time Venue Special Resolution Passed

2013- 2014

20th AGM

Saturday, August 30,

2014

11.30 a.m.

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

• Re-appointmentofMr. D.P.Goyal as ManagingDirectorofthe Company.

• ApprovalofLimitsofBorrowingsunderSection180(1)(c)oftheCompanies Act, 2013.

• ApprovalforRelatedParty Transaction under Section188oftheCompanies Act, 2013 withNimbusProjectsLimited.

• ApprovalforRelatedParty Transactions underSection188ofthe Companies Act, 2013withIndustrialInvestmentTrustLimited.

• ApprovalforRelatedParty Transaction underSection188ofthe Companies Act, 2013withM/sAllianceCorporateLawyers.

2014- 2015

21st AGM

Wednesday, September 16, 2015

11:30 a.m.


• Re-appointmentofMr.D.P.Goyal as Managing Directorofthecompany

• AdoptionofNewSetofArticlesofAssociationoftheCompanycontaining regulations inconformitywiththeCompanies Act, 2013

• ApprovalofRelatedParty Transactions withJointVentures/AssociateoftheCompany

2015-2016

22nd AGM

Friday, September 16, 2016

11:30 a.m.


• RatificationofTermsofAppointmentofMr. D. P. Goyal as ManagingDirectorofthe Company.

ii) Postal Ballot:

During the year under review, the Company approached the shareholders through Postal Ballot. The details of the postal ballot are as follows:

Date of Postal Ballot Notice: March 08, 2017

Voting Period: March 20, 2017 to April 18, 2017 Date of Declaration of Result: April 19, 2017 Date of Approval: April 18, 2017.

Particulars of the

resolution

Type of

resolution

No. of votespolled

Votes casted in favor on

votes polled

Votes casted against on

votes polled

Votes casted invalid on

votes polled

No. of votes

% No. of votes

% No. of votes

%

ApprovalofRelated Party Transaction under Section 188oftheCompanies Act, 2013readwithRegulation 23 oftheSecuritiesExchange Board ofIndia(ListingObligations and Disclosure Requirements) Regulations, 2015withIndustrialInvestmentTrustLimited,HoldingCompany

Ordinary 2070 2067 99.86 2 0.09 1 0.05

Ms. Chandanbala Mehta, Practicing Company Secretary (Membership No. F6122) was appointed as the Scrutinizer for carrying out the postal ballot process in a fair and transparent manner.

Procedure for postal ballot

In compliance with Sections 108 and 110 and other applicable provisions of the Companies Act, 2013, read with the related Rules, the Company provides electronic voting (e-voting) facility, in addition to physical ballot, to all its members. For this purpose, the Company has engaged the services of CDSL. Postal ballot notices and forms are dispatched, along with postage-prepaid business reply envelopes to registered members / beneficiaries. The same notice is sent by email to members who have opted for receiving communication through the electronic mode. The Company also publishes a notice in the newspaper declaring the details and requirements as mandated by the Act and applicable rules. Voting rights are reckoned on the paid-up value of the shares registered in the names of the members as on the cut-off date. Members who want to exercise their votes by physical postal ballot are requested to return the forms, duly completed and signed, to the scrutinizer on or before the close of the voting period. Those using the e-voting option are requested to vote before the close of business hours on the last date of e-voting. The scrutinizer completes the scrutiny and submits the report to the Chairman, and the consolidated results of the voting are announced by the Chairman. The results are also displayed on the Company website, www.iitlprojects.com, besides being communicated to the stock exchanges, depository and registrar and share transfer agent. The last

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date for the receipt of postal ballot forms or e-voting shall be the date on which the resolution would be deemed to have been passed, if approved by the requisite majority.

Remote e-voting and ballot voting at the AGM

To allow the shareholders to vote on the resolutions proposed at the AGM, the Company arranged for a remote e-voting facility. The Company has engaged CDSL to provide e-voting facility to all the members. Members whose names appear on the register of members as on September 16, 2017 shall be eligible to participate in the e-voting. The facility for voting through ballot will also be made available at the AGM, and the members who have not already cast their vote by remote e-voting can exercise their vote at the AGM.

7. OTHER DISCLOSURES: a) Related Party Transactions:

All transactions entered into by the Company with related parties, during the financial year 2016-2017, were in ordinary course of business, on arm’s length basis and were in compliance with the provisions set out in the Companies Act, 2013 read with the Rules issued thereunder and Regulation 23 of the Listing Regulations.

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

The Company has formulated a policy on materiality of Related Party Transactions as required by Regulation 23. The policy is available on the website of the Company (web link; http://www.iitlprojects.com/AboutUs.aspx).

All Related Party Transactions were placed before the Audit Committee for its prior approval, during the financial year 2016-17 and the Committee has approved Related Party Transactions in line with the policy of dealing with Related Party Transactions and the applicable provisions of the Companies Act, 2013 read with the Rules issued thereunder and the Listing Regulations (including any statutory modification(s) or re-enactment(s) thereof for the time being in force).

The details of the Related Party Transactions are set out in the Note 3.26 to Financial Statements forming part of this Annual Report.

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

Pursuant to the approval received from the shareholders of the Company and Industrial Investment Trust Limited (IITL), the Company entered into One Time Settlement (OTS) Agreement on May 18, 2017 with IITL for the outstanding Unsecured Loan as availed by the Company from IITL along with the outstanding interest thereon.

As mentioned in the para ‘Material changes and commitments occurred after the close of the year till date of this report which affects the financial position of the Company in the Directors’ Report, the transaction of One Time Settlement (OTS) entered into with IITL for the outstanding Unsecured Loan availed by the Company from IITL alongwith the outstanding interest thereon is deemed to be a materially significant Related Party Transaction of the Company which may be considered to have potential conflict with the interest of the Company.

b) The Company has complied with all requirements of SEBI (Listing Obligations and Disclosures 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.

c) The Company has submitted the Quarterly Compliance Report to the Stock Exchange for the FY.2016-2017.

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) Separate Meeting of Independent Directors

A separate meeting of Independent Directors of the Company, without the attendance of Non-Independent Directors and members of management, was held on March 08, 2017, as required under Schedule IV to the Act and Regulation 25(3) of the Listing Regulations. At the Meeting, the Independent Directors:

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

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

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

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

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(d) Vigil Mechanism/ Whistle Blower Policy

As required by Companies Act, 2013 and Regulation 22 of the Listing Regulations, your Company has formulated a Vigil Mechanism / Whistle Blower Policy to maintain the standard of ethical, moral and legal conduct of business operations. A Vigil (Whistle Blower) mechanism provides a channel to the employees and Directors to report to the management concerns about unethical behavior, actual or suspected fraud or violation of the Code 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.

(e) Reconciliation of Share Capital Audit

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

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

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

(h) CEO/CFO Certification:

In terms of the requirements of Regulation 17(8) of the Listing Regulations, Chairman, Dr. B. Samal, Managing Director, Mr. D. P. Goyal and Chief Financial Officer, Mr. Kaushik Desai have submitted necessary certificate to the Board of Directors stating the particulars specified under the said regulations.

This certificate has been reviewed and taken on record by the Board of Directors at its meeting held on May 29, 2017.

(i) Note on appointment or re-appointment of Directors

As required under Regulation 36(3) of the Listing Regulations, particulars of the Directors seeking

re-appointment/ appointment are given in the Explanatory Statement to the Notice of the Annual General Meeting to be held on September 23, 2017.

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

Besides complying with mandatory requirements of the Listing Agreement, the Company has also complied with the following Non-mandatory requirements of Listing Agreement.

• Modified Opinion(s) in audit report

The Statutory Auditors of the Company have issued a qualified opinion on the Financial Statements of the Company for the financial year ended March 31, 2017.

• Internal Auditors The Internal Auditor reports directly to the Audit

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

Executive Chairman and a Managing Director.

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’s Annual Report.

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

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, Time and Venue

September 23, 2017 at 11.30 a.m. at M.C. Ghia Hall, 4th Floor, Bhogilal Hargovindas Building, 18/20, Dubash Marg, Kaala Ghoda, Mumbai- 400 001.

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Financial CalendarFinancial Year ending

Results for Quarter ending:June 30, 2017September 30, 2017December 31, 2017March 31, 2018 (Audited annual results)

2017-18March 31, 2018(Tentative)

On or before September 14, 2017On or before December 14, 2017On or before February 14, 2018On or before May 30, 2018

Date of Book Closure September 16, 2017 to September 23, 2017 (both days inclusive)

Dividend Payment Date Not Applicable

Listing on Stock Exchange BSE Limited, Dalal Street, Mumbai-400001

Scrip Code 531968

Payment of Listing Fees Annual listing fee for the year 2017-2018 (as applicable) has been paid by the Company to BSE.

Market price Data : High, Low and performance details during each month in the financial year 2015-2016

Refer 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 8261/2301 6761

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

Distribution of shareholding & Summary of Shareholding Pattern

Refer Point (c) & (d) below

Demat ISIN Numbers in NSDL & CDSL for Equity Shares

ISIN: INE786E01018

De-materialization of shares and liquidity

As on March 31, 2017, 86.98% of the Company’s total equity shares representing 4,341,185 shares were held in dematerialized form and balance 13.02% representing 649,715 shares were held in physical form.

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

The Company has not issued any GDRs/ADRs/Warrants or any conver t ib le instruments in the Financial Year 2016-17.

Commodity price risk or foreign exchange risk and hedging activities

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

Plant Location The Company does not have a manufacturing plant.

Address for correspondence

Regd. Off.:Rajabahadur Mansion, 2nd Floor, 28, Bombay Samachar Marg, Mumbai 400001.Tel : 91 22 43250100Fax : 91 22 22651105OrPurva Sharegistry (India) Private Limited9, Shiv Shakti Industrial Estate, J.R. Boricha Marg, Opp. Kasturba Hospital, Lower Parel (East), Mumbai - 400 011.Tel: (022) 2301 8261/2301 6761

a) Stock Market Price Data at BSE

MonthBSE

High Low

April , 2016 Nil* Nil*

May, 2016 Nil* Nil*

June, 2016 Nil* Nil*

July, 2016 Nil* Nil*

August, 2016 27.30 25.85

September, 2016 27.10 24.50

October, 2016 32.00 28.00

November, 2016 33.50 29.45

December, 2016 31.50 31.50

January , 2017 29.95 29.95

February , 2017 Nil* Nil*

March, 2017 28.50 25.75

* There were no trades conducted during these month.

b) Graph

Share Price/BSE (Monthly Closing)

4746



c) Distribution of shareholding as on March 31, 2017

Range of equity shares held

No. of Share-holders

% of total share-

holders

No. of

Shares

% of total

sharesupto 5,000 330 72.69 34,265 0.69

5,001 to 10,000 34 7.49 27,875 0.56

10,001 to 20,000 37 8.15 56,494 1.13

20,001 to 30,000 6 1.32 14,917 0.30

30,001 to 40,000 8 1.76 27,562 0.55

40,001 to 50,000 3 0.66 13,294 0.27

50,001 to 1,00,000 18 3.96 1,42,584 2.86

1,00,001 and above 18 3.96 46,73,909 93.65

Total 454 100.00 49,90,900 100.00

d) Summary of Shareholding Pattern as on March 31, 2017

Category No. of Share- holders

No. of Shares

held

% of total

shares

Promoters 1 35,80,347 71.74

Bodies Corporate 20 3,73,321 7.48

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

408 2,77,560 5.56

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

10 7,27,176 14.57

NRIs 3 604 0.01

HUF 9 22,382 0.45

Clearing Member 3 9,510 0.19

Total 454 49,90,900 100.00

Auditors Certificate on Corporate Governance

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 08, 2017 Managing DirectorMumbai (DIN : 03132505)

4948



INDEPENDENT AUDITOR’S CERTIFICATE ON CORPORATE GOVERNANCETO THE MEMBERS OF IITL PROJECTS LIMITED

1. This certificate is issued in accordance with the terms of our engagement letter dated October 17, 2016.

2. We, Deloitte Haskins & Sells, Chartered Accountants, the Statutory Auditors of IITL Projects Limited (“the Company”), have examined the compliance of conditions of Corporate Governance by the Company, for the year ended on March 31, 2017, as stipulated in Regulations 17 to 27and clauses (b) to (i) of Regulation 46(2) and Para C and D of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the Listing Regulations).

Management’s Responsibility

3. The compliance of conditions of Corporate Governance is the responsibility of the Management. This responsibility includes the design, implementation and maintenance of internal control and procedures to ensure the compliance with the conditions of the Corporate Governance stipulated in Listing Regulations.

Auditor’s Responsibility

4. Our responsibility is limited to examining 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.

5. We have examined the books of account and other relevant records and documents maintained by the Company for the purposes of providing reasonable assurance on the compliance with Corporate Governance requirements by the Company.

6. We have carried out examination of the relevant records of the Company in accordance with the Guidance Note on Certification of Corporate Governance issued by the Institute of the Chartered Accountants of India (the ICAI), the Standards on Auditing specified under Section 143(10) of the Companies Act 2013, in so far as applicable for the purpose of this certificate and as per the Guidance Note on Reports or Certificates for Special Purposes issued by the ICAI which requires that we comply with the ethical requirements of the Code of Ethics issued by the ICAI.

7. We have complied with the relevant applicable requirements of the Standard on Quality Control (SQC) 1, Quality Control for Firms that Perform Audits and Reviews of Historical Financial Information, and Other Assurance and Related Services Engagements.

Opinion

8. Based on our examination of the relevant records and according to the information and explanations provided to us and the representations provided by the Management, we certify that the Company has complied with the conditions of Corporate Governance as stipulated in Regulations 17 to 27 and clauses (b) to (i) of Regulation 46(2) and Para C and D of Schedule V of the Listing Regulations during the year ended March 31, 2017.

9. 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 08, 2017 (Membership No. 30235)

4948



CERTIFICATE(UNDER REGULATION 17(8) 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 voilative of the Company’s code of conduct.

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

We have indicated to the auditors and the Audit Committee

(i) significant changes, if any, in internal control during the year;

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

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

Dr. B Samal D. P. Goyal Kaushik Desai Chairman Managing DIrector Chief Financial Officer

Place : Mumbai Date : May 29, 2017

5150



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, 2017, 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 Standalone 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.

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 standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.


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

In conducting 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.

We conducted our audit of the standalone 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 standalone financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the standalone financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the standalone 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 standalone 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 standalone financial statements.

We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our qualified audit opinion on the standalone financial statements.

Basis for Qualified Opinion

As stated in Note 3.36, a Jointly controlled entity (the Firm) referred to therein has not provided for interest of ̀ 34,798,105/- for the year on one of its loan accounts. As a result, the Company’s share of loss from the Firm and Other Current Liabilities are understated by ` 8,134,195/- and consequently the loss for the year is understated and Reserves and Surplus as at the year end is overstated by an equivalent amount.

Qualified Opinion

In our opinion and to the best of our information and according to the explanations given to us, except for the effect of the matter described in the Basis for Qualified Opinion paragraph above,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, 2017, and its loss and its cash flows for the year ended on that date.

Emphasis of Matter

We draw attention to the following matters in the Notes to the standalone financial statements:

i. As stated in Note 3.32, due to Real Estate market condition, low demand and consequent delay, a Jointly controlled entity (“the Firm”) referred to therein 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 the project within the overall framework of the lease agreement. Auditors of the Firm have drawn attention to this matter in their report on the financial statements of the Firm as at and for the year ended 31st March, 2017. The management of the Company, at this stage, based on its assessment does not expect any erosion in the capital contribution in the Firm.

ii. As stated in Note 3.34, the financial statements have been prepared on a going concern basis, although the networth of the Company is negative as on 31st March, 2017, since the company has through its joint ventures adequate unsold inventories which on sale is expected to generate profits based on, interalia, Management’s estimate of sale price and cost escalations. These conditions indicate the existence of a material uncertainty that may cast significant doubt about the Company’s ability to continue as a going concern.

5150



Our opinion is not modified in respect of these matters.

Report on Other Legal and Regulatory Requirements

1. As required by Section 143 (3) of the Act, based on our audit 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.

b) Except for the effect of the matter described in the Basis for Qualified Opinion paragraph above, 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 relevant books of account.

d) Except for the effect of the matter described in the Basis for Qualified Opinion paragraph above, in our opinion, the aforesaid standalone financial statements comply with the Accounting Standards prescribed under section 133 of the Act.

e) The matter described in Para (ii) under the Emphasis of Matters paragraph above, in our opinion, may have an adverse effect on the functioning of the Company.

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

g) The qualification relating to the maintenance of accounts and other matters connected therewith are as stated in the Basis for Qualified Opinion paragraph above.

h) 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 qualified opinion on the adequacy and operating effectiveness of the Company’s internal financial controls over financial reporting.

i) 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, as amended, 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 standalone financial statements; (Refer Note 3.24)

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

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

iv. The Company has provided requisite disclosures in the standalone financial statements as regards its holding and dealings in Specified Bank Notes as defined in the Notification S.O. 3407(E) dated the 8th November, 2016 of the Ministry of Finance, during the period from 8th November 2016 to 30th December 2016. Based on audit procedures performed and the representations provided to us by the management we report that the disclosures are in accordance with the books of account maintained by the Company and as produced to us by the Management.(Refer Note 3.33)

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 : 29th May, 2017 (Membership No. 30235)

5352



ANNEXURE “A” TO THE INDEPENDENT AUDITOR’S REPORT(Referred to in paragraph 1 (h)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, 2017)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, 2017 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial ControlsThe 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.

Auditor’s ResponsibilityOur responsibility is to express an opinion on the Company’s internal financial controls overfinancial 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 ofinternal 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 ReportingA 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.


According to the information and explanations given to us and based on our audit, a material weakness has been identified in the operating effectiveness of the Company’s internal financial controls over financial reporting as at 31st March, 2017 in respect of non-provision by the Company in respect of share of interest expense not recognised by the jointly controlled entity (the Firm) resulting in understatement of share of loss from the Firm.

A ‘material weakness’ is a deficiency, or a combination of deficiencies, in internal financial control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis.

Qualified Opinion

In our opinion, to the best of our information and according to the explanations given to us, the Company has maintained, in all material respects, an adequate internal financial controls over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31st March, 2017, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India, except for the effect of the material weakness described in Basis for Qualified Opinion paragraph above on the achievement of the objectives of the control criteria, the Company’s internal financial controls over financial reporting were operating effectively as at 31st March, 2017.

We have considered the material weakness identified and reported above in determining the nature, timing, and extent of audit tests applied in our audit of the standalone financial statements of the Company for the year ended 31st March, 2017, and the material weakness affect our opinion on the said standalone financial statements of the Company.

For DELOITTE HASKINS & SELLSChartered Accountants




5352



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, 2017)(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 Order 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 (v) of the Order 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) of the Order 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, Value Added Tax, cess and other material statutory dues applicable to it to the appropriate authorities. Dues relating to Employees’ State Insurance, Sales Tax, Customs Duty and Excise Duty are not applicable to the Company for the year.

(b) There were no undisputed amounts payable in respect of Provident Fund, Income-tax, Service Tax, Value Added Tax, cess and other material statutory dues in arrears as at 31st March, 2017 for a period of more than six months from the date they became payable.

(c) There are no dues of Income-tax, Service Tax and Value Added Tax which have not been deposited as on 31st March, 2017 on account of disputes.

(viii) The 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 Order 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 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) 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 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 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-IA of the Reserve Bank of India Act, 1934.

For DELOITTE HASKINS & SELLSChartered Accountants




5554



Particulars Note No.

As at31st March,

2017`

As at31st March,

2016`

I. EQUITY AND LIABILITIES

Shareholders’ funds Share capital 3.1 120,079,000 120,079,000 Reserves and surplus 3.2 (124,641,058) (83,656,605)

(4,562,058) 36,422,395 Non-current liabilities Long-term borrowings 3.3 - 364,800,000 Long-term provisions 3.4 281,553,546 268,155,174

281,553,546 632,955,174 Current liabilities Trade payables:-

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

- -

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

20,376,563 29,342,597

Other current liabilities 3.5 513,792,370 124,593,897 Short-term provisions 3.6 382,737 396,015

534,551,670 154,332,509

Total 811,543,158 823,710,078 II. ASSETS

Non-current assets Property, Plant and Equipment

Tangible assets 3.7(a) 113,228 187,679 Intangible assets 3.7(b) 4,015 5,203

117,243 192,882 Non-current investments 3.8 350,198,048 718,308,136 Deferred tax assets 3.9 524,703 679,719 Long-term loans and ad-

vances3.10 5,774,529 8,452,941

Other non-current assets 3.11 - 1,356,097 356,614,523 728,989,775

Current assets Current investments 3.12 370,189,440 - Inventories 3.13 49,944,783 56,961,804 Trade receivables 3.14 28,704,694 32,481,464 Cash and bank balances 3.15 5,084,965 2,564,953 Short-term loans and advances 3.16 589,951 1,000,805 Other current assets 3.17 414,802 1,711,277

454,928,635 94,720,303

Total 811,543,158 823,710,078

See accompanying notes forming part of the financial statements

BALANCE SHEET AS AT 31ST MARCH, 2017

In terms of our report attached.

For and on behalf of the Board of Directors

For Deloitte Haskins & Sells Chartered Accountants

DR. B. SAMAL Chairman

D. P. GOYAL Managing Director

BIPIN AGARWAL Director

UDAY M. NEOGI Partner

KAUSHIK DESAI Chief Financial Officer

SHUBHANGI LOHIA Company Secretary

Mumbai: 29th May, 2017



Year ended31st March,

2017`


2016`

I. Revenue from operations 3.18 12,021,729 22,887,582 II. Other Operating revenues

Share of profit in jointly controlled entities - partnership firms

2,079,352 2,102,200

III. Other income 3.19 3,060,399 4,317,048 IV. Total revenue (I + II + III) 17,161,480 29,306,830

V. ExpensesCost of sales 3.20 7,017,021 29,188,816 Employee benefits expense

3.21 6,131,601 8,135,301

Finance costs 3.22 6,403 46,134,551 Share of loss in jointly controlled entities-partnership firms (Refer Note 3.36)

22,746,388 17,831,924

Depreciation and amortisation expenses

3.7 75,639 172,212

Other expenses 3.23 8,713,865 14,603,833 Total expenses 44,690,917 116,066,637

VI. Loss before tax (IV-V) (27,529,437) (86,759,807)

VII. Tax expense/(benefit)- Current tax expense - - - Deferred tax 3.9 155,016 (138,910)Net tax expense/(benefit) 155,016 (138,910)

VIII. Profit/(Loss) for the year (VI - VII)

(27,684,453) (86,620,897)

IX. Earnings per equity share:

3.25

Basic and Diluted (5.55) (19.38)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, 2017












5554



CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2017 Particulars Year ended

31st March, 2017

`


2016`

A. CASH FLOW FROM OPERATING ACTIVITIES

Loss before tax (27,529,437) (86,759,807) Adjustments for:

Depreciation and amortisation expense

75,639 172,212

Interest income (179,427) (950,794)Share of loss from jointly controlled entities - partnership firms (net)

20,667,036 15,729,724

Liabilities/provisions no longer required written back

(1,391,046) -

Finance costs - 45,800,784 Operating loss before working capital changes

(8,357,235) (26,007,881)

Changes in working capitalAdjustments for (increase) / decrease in operating assets: Inventories 7,017,021 4,691,869 Trade receivables 3,776,770 47,967,092 Short-term loans and advances 410,854 1,078,635 Long-term loans and advances 178,750 - Other current assets 1,706,273 2,516,332

Adjustments for increase / (decrease) in operating liabilities: Trade payables (7,574,988) 13,852,967 Other current liabilities 1,652,085 (19,100,882)Long-term provisions 98,372 356,348 Short-term provisions (228,380) 52,677

Cash generated from operations (1,320,478) 25,407,157 Net income tax (paid)/refund 2,714,764 (1,466,650)

Net cash flow from operating activities

1,394,286 23,940,507

B. CASH FLOW FROM INVESTING ACTIVITIES

Bank balances not considered as cash and cash equivalents - Matured - 5,966,153 Purchase of fixed assets - (128,899)Purchase of long-term investments - Associates

- (500,000)

Capital contribution to partnership firms - jointly controlled entities

- (239,762,500)

Interest received on deposits with banks

61,220 889,295

Net cash flow from/(used in) investing activities

61,220 (233,535,951)

Particulars Year ended31st March,

2017`


2016`

C. CASH FLOW FROM FINANCING ACTIVITIES

Proceeds from long-term borrowings

- 219,800,000

Finance cost paid - (14,269,389)

Net cash flow in financing activities

- 205,530,611

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

1,455,506 (4,064,833)

As at the commencement of the year

2,564,953 6,629,786

As at the end of the year (Refer Note 3.15)

4,020,459 2,564,953

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) Previous year figures have been regrouped wherever necessary.












5756



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 previous 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 31st March, 2017, 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) Revenues from consultancy services are accounted on accrual basis in accordance with the terms of agreements.

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

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

(e) 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 Property, Plant and Equipment Property, Plant and Equipment 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 Property, Plant and Equipment 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.

(b) Depreciation on additions to Property, Plant and Equipment 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.

5756



NOTES FORMING PART OF THE FINANCIAL STATEMENTS2 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.

5958



NOTES FORMING PART OF THE FINANCIAL STATEMENTS2 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.

5958



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

Particulars As at As at 31st March, 2017 31st March, 2016

` `

Authorised10,000,000 (previous year 10,000,000) Equity shares of ` 10/- each 100,000,000 100,000,000 8,000,000 (previous year 15,000,000) 12% Non Convertible Cumulative Redeemable Preference Shares of ` 10/- each

80,000,000 150,000,000

7,000,000 (previous year Nil) Zero % Non-Convertible Redeemable Preference Shares of ` 10/- each

70,000,000 -

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) Zero % Non-Convertible Redeemable Preference Shares (previous year 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) Zero % Non-Convertible Redeemable Preference Shares (previous year 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) Zero % Non-Convertible Redeemable Preference Shares (previous year 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 Preference Shares shall rank for capital 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. As per the Resolution passed on 8th March, 2017 by the Board of Directors and approved by the Preference Shareholders, the terms of Preference Shares have been revised.

As per the revised terms: 1) Coupon rate has been reduced from 12% to Zero % w.e.f. 1st April, 2016. 2) Nomenclature has been changed from 12% Non-Convertible Cumulative Redeemable Preference Shares to Zero

% Non-Convertible Redeemable Preference Shares.

6160



3) The period of redemption of Preference Shares is extended for a period not exceeding 12 years from the date of allotment of Preference Shares. The Company shall have the option to redeem the Preference Shares, at the rate of ` 100/- per share (including redemption premium of ` 90/- per share) at the end of tenth year or at the rate of ` 105/- per share (including redemption premium of ` 95/- per share) at the end of eleventh year or at the rate of ` 110/- per share (including redemption premium of ` 100/- per share) at the end of twelfth year.

4) Arrears of fixed cumulative dividend on the above mentioned Preference Shares of ` 30,907,843/- till 31st March, 2016 has been waived off.

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.

(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.

Zero % Non-Convertible Redeemable Preference Shares (previous year 12% Non-Convertible Cumulative Redeemable Preference Shares)

All 7,000,000 (previous year 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 percent equity shares in the Company are as follows

Name of ShareholderAs at 31st March 2017 As at 31st March 2016No. 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) Zero % Non-Convertible Redeemable Preference Shares (previous year 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, 2017 As at 31st March, 2016No. 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, 2017

`

As at 31st March, 2016

`

3.2 Reserves and surplusSecurities Premium Account (Refer Note 3.35)Opening balance 13,300,000 78,900,000 Less: Utilized during the year for premium payable on redemption of preference shares

13,300,000 65,600,000

Closing balance - 13,300,000 Deficit in Statement of Profit and LossOpening balance (96,956,605) (10,335,708)Add : Loss for the year (27,684,453) (86,620,897)Closing balance (124,641,058) (96,956,605)

Total (124,641,058) (83,656,605)

NOTES FORMING PART OF THE FINANCIAL STATEMENTS (Contd.)

6160



ParticularsAs at As at

31st March, 2017 31st March, 2016` `

3.3 Long-term borrowing (Unsecured)Loan from holding company (Refer Note 3.5, 3.26 and 3.30) 364,800,000 364,800,000

Less: Current maturities of long-term borrowing 364,800,000 -

Total - 364,800,000

3.4 Long-term provisionsPremium payable on redemption of preference shares 280,000,000 266,700,000

Provision for Employee Benefits:

Provision for compensated absences 571,224 616,894

Provision for gratuity [Refer Note 3.29] 982,322 838,280

Total 281,553,546 268,155,174

3.5 Other current liabilitiesCurrent maturities of long-term borrowing (Refer Note 3.3, 3.26 and 3.30) 364,800,000 -

Advances from customers 1,883,375 -

Amount refundable to customers 254,094 697,056

Interest accrued and due on loan from holding company 36,106,600 -

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

Statutory remittances 207,897 1,750,025

Credit balance of current account of partnership firms 94,373,302 71,626,914

Payable to Residential Welfare Association 8,786,559 -

Payable to facility manager 3,380,543 -

Interest free maintenance security received from customers - 14,413,302

Advance from others 4,000,000 -

Total 513,792,370 124,593,897

3.6 Short-term provisionsProvision for tax [(net of advance tax ` 5,941,898) previous year ` Nil] 215,102 -

Provision for Employee Benefits:

Provision for compensated absences 112,609 302,873

Provision for gratuity [Refer Note 3.29] 55,026 93,142

Total 382,737 396,015


6362



3.7 (a) Property, Plant and Equipment (`)

Assets Gross carrying amount Accumulated depreciation Net carrying

amount As at

1st April, 2016 Additions As at

31st March, 2017 As at

1st April, 2016 For the year As at


31st March, 2017 Furniture and Fixtures 343,940 - 343,940 272,062 20,924 292,986 50,954

(343,940) (-) (343,940) (242,495) (29,567) (272,062) (71,878) Office Equipment 126,848 - 126,848 85,650 18,240 103,890 22,958

(83,849) (42,999) (126,848) (50,053) (35,597) (85,650) (41,198) Vehicles 39,315 - 39,315 34,219 1,216 35,435 3,880

(39,315) (-) (39,315) (32,622) (1,597) (34,219) (5,096) Computers 564,250 - 564,250 494,743 34,071 528,814 35,436

(478,350) (85,900) (564,250) (399,922) (94,821) (494,743) (69,507) Total 1,074,353 - 1,074,353 886,674 74,451 961,125 113,228 Previous year (945,454) (128,899) (1,074,353) (725,092) (161,582) (886,674) (187,679) (b) Intangible assets (`)

Assets Gross carrying amount Accumulated depreciation Net carrying

amount As at

1st April, 2016 Additions As at


1st April, 2016 For the year As at


31st March, 2017 Computers software 80,300 - 80,300 75,097 1,188 76,285 4,015

(80,300) (-) (80,300) (64,467) (10,630) (75,097) (5,203) Total 80,300 - 80,300 75,097 1,188 76,285 4,015 Previous year (80,300) (-) (80,300) (64,467) (10,630) (75,097) (5,203)

Note: Figures in bracket pertain to previous year.

ParticularsAs at

31st March, 2017As at

31st March, 2016 ` ` `

3.8 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: 50,000) Equity shares of ` 10 each fully paid-up of Golden Palms Facility Management Private Limited

500,000 500,000

Investment in Preference shares of a jointly controlled entity (Refer Note 3.30)5,000,000 (previous year: 5,000,000) Zero % Non Convertible Redeemable Preference shares (previous year 14% Non-Convertible Cumulative Redeemable Preference Shares) of ` 10 each fully paid-up of Capital Infraprojects Private Limited (Refer Footnote)Less: Current portion of long-term investments

50,000,000

50,000,000

-

50,000,000

6,250,000 (previous year: 6,250,000) Zero % Non Convertible Redeemable Preference shares (previous year 14% Non-Convertible Cumulative Redeemable Preference Shares) of ` 10 each fully paid-up of Capital Infraprojects Private Limited (Refer Footnote)Less: Current portion of long-term investments

75,000,000

70,189,440 4,810,560

75,000,000

Investment in Preference shares of other entity (Refer Note 3.30)5,000,000 (previous year: 5,000,000) Zero % Non Convertible Redeemable Preference shares (previous year 14% Non-Convertible Cumulative Redeemable Preference Shares) of ` 10 each fully paid-up of World Resorts Ltd (Refer Footnote)Less: Current portion of long-term investments

250,000,000

250,000,000

-

250,000,000


6362



ParticularsAs at


31st March, 2016 ` ` `

3.8 Non-current investments (Contd.)

Investment in jointly controlled entities-partnership firms

IITL Nimbus The Hyde Park, NoidaCapital account 45,000,000 45,000,000 Current account 54,649,988 52,570,636

99,649,988 97,570,636 IITL Nimbus The Express Park ViewCapital account 20,237,500 20,237,500

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

220,000,000 220,000,000

Total 350,198,048 718,308,136

Aggregate amount of unquoted investments 350,198,048 718,308,136 Footnote: During the year the company vide its Board resolution dated 8th February, 2017 and 8th March, 2017 consented to the variation of rights relating to 14% Non-Convertible Cumulative Redeemable Preference shares proposed by World Resorts Limited and Capital Infraprojects Private Limited respectively for extending the period of redemption, increasing the premium on redemption, waiver of dividend till 31st March 2016 and reducing the coupon rate from 14% to Zero % w.e.f 1st April 2016. The nomenclature of the shares has also been changed from 14% Non-Convertible Cumulative Redeemable Preference shares to Zero % Non-Convertible Redeemable Preference shares.

Notes: (a) Details of investments in jointly controlled entities-partnership firms:

Sr.No.

Name of the Partnership firm

As at 31st March, 2017 As at 31st March, 2016Name 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 50.00%Nimbus Projects Limited 45,000,000 50.00% Nimbus Projects Limited 45,000,000 50.00%

Total 90,000,000 100.00% Total 90,000,000 100.00% 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.


6564



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

Nature of timing difference As at 31st March, 2016

Charge/(Benefit) for the year


` ` `

Tax effect of items constituting deferred tax assets:On difference between book balance and tax balance of fixed assets 107,702 (26,203) 81,499

Provision for employee benefits 572,017 (128,813) 443,204 Deferred tax assets 679,719 (155,016) 524,703

ParticularsAs at


31st March, 2016` `

3.10 Long-term loans and advancesUnsecured, considered good Security deposits - 178,750 Recoverable from Greater Noida Industrial Development Authority (GNIDA)* 4,493,892 4,493,892 Advance payment of income tax (net of provision ` 544,321, previous year ` 6,701,321)

1,280,637 3,780,299

Total 5,774,529 8,452,941 * 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.

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

Interest accrued on bank deposits - 291,591 Total - 1,356,097

3.12 Current investmentsCurrent portion of long-term investments (At cost)Investment in Preference shares of a jointly controlled entity (Refer Note 3.30)

5,000,000 Zero % Non Convertible Redeemable Preference shares of ` 10 each fully paid-up of Capital Infraprojects Private Limited (Refer Footnote to Note 3.8)

50,000,000 -

5,849,120 Zero % Non Convertible Redeemable Preference shares of ` 10 each fully paid-up of Capital Infraprojects Private Limited (Refer Footnote to Note 3.8)

70,189,440 -

Investment in Preference shares of other entity (Refer Note 3.30)

5,000,000 Zero % Non Convertible Redeemable Preference shares of ` 10 each fully paid-up of World Resorts Ltd (Refer Footnote to Note 3.8)

250,000,000 -

Total 370,189,440 -

Total 370,189,440 -

Aggregate amount of unquoted investments 370,189,440 -


6564



ParticularsAs at


31st March, 2016` `

3.13 Inventories(Inventories are valued at lower of cost and net realisable value)Stock of units in completed projects 49,944,783 56,961,804

Total 49,944,783 56,961,804

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

22,754,809 32,481,464

Others 5,949,885 -

Total 28,704,694 32,481,464

3.15 Cash and Bank balances(a) Cash and cash equivalentsCash on hand 18,622 10,681 Balances with banks- In current accounts 1,965,986 1,546,899 - In deposit accounts with original maturity upto 3 months 2,035,851 1,007,373

Total (as per AS-3 Cash Flow Statements) 4,020,459 2,564,953 (b) Other Bank Balances:- Fixed deposit with bank with original maturity more than 3 months

(pledged against counter guarantees given by bank) 1,064,506 -

Total 5,084,965 2,564,953

3.16 Short-term loans and advances(Unsecured, considered good)Advances for supply of goods and services 85,003 719,043 Prepaid expenses 146,745 281,762 Balances with government authorities- Service tax credit receivable 358,203 -

Total 589,951 1,000,805

3.17 Other current assetsInterest accrued on bank deposits 414,802 5,004 Recoverable from facility manager for the project - 1,706,273

Total 414,802 1,711,277


6766



ParticularsYear ended Year ended

31st March, 2017 31st March, 2016` `

3.18 Revenue from operations - Revenue from real estate projects 9,771,729 22,887,582 - Revenue from consultancy services 2,250,000 -

Total 12,021,729 22,887,582

3.19 Other incomeInterest income - On deposits with banks 179,427 950,794 - On Income-tax refund 459,001 - - From customers for late payment 847,963 3,264,623 - From security deposit 14,916 -

Net gain on foreign currency translations and transactions - 1,046

Other Non-Operating income - Liabilities/provisions no longer required written back 1,391,046 - - Miscellaneous income 168,046 100,585

Total 3,060,399 4,317,048

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

(A) - 61,653,673 Add : Expenses incurred during the year: Material, structural, labour and contract costs - 24,294,666 Other project costs - 202,281

(B) - 24,496,947 Less: Closing balance of work in progress - 61,653,673 Stock of units on the date of completion of projects - 58,059,445

(C) - 58,059,445 (A+B-C) - 28,091,175

(ii) Changes in stock of units in completed project Stock of units in completed project - opening 56,961,804 - Stock of units in completed project - on the date of completion of project - 58,059,445 Stock of units in completed project - closing 49,944,783 56,961,804

7,017,021 1,097,641 Total (i+ii) 7,017,021 29,188,816


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ParticularsYear ended Year ended

31st March, 2017 31st March, 2016` `

3.21 Employee benefits expense Salaries and bonus 5,777,060 7,488,222 Contribution to provident and other funds (Refer Note 3.29) 252,805 525,496 Staff welfare expenses 101,736 121,583

Total 6,131,601 8,135,301

3.22 Finance costsInterest on loan from holding company (Refer Note 3.30{ii}) - 45,800,784 Interest on delayed payment of taxes 6,403 55,167 Interest on refund of VAT deposit to customers - 278,600

Total 6,403 46,134,551

3.23 Other expensesElectricity 133,369 240,460 Rent 437,175 929,625 Insurance 338,043 426,345 Repairs and maintenance-others 1,010,813 619,208 Rates and taxes 41,280 2,500 Brokerage and commission 26,363 1,153,375 Advertisement and Marketing 52,223 61,703 Travelling and conveyance 573,990 604,486 Printing and stationery 226,558 167,322 Communication expenses 125,994 172,771 Membership fees 498,233 490,113 Legal and professional fees 1,868,710 3,244,910 Payments to the auditors - As auditors - statutory audit 850,000 850,000 - For other services 1,025,000 1,025,000 - Reimbursement of expenses 38,165 - - Service tax 9,567 367,876

1,922,732 2,242,876

Directors' fees 1,065,300 1,342,400 Business promotion 12,648 328,673 Compensation for delay in possessions (net) - 57,056 Service tax input credit not recoverable - 1,798,996 Miscellaneous expenses 380,434 721,014

Total 8,713,865 14,603,833


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3.24 Contingent liabilities and commitments (to the extent not provided for)Contingent liabilities :

In the previous year, few buyers of residential units had lodged a complaint with the National Consumer Disputes Redressal Commission (NCDRC), alleging failure to comply with the terms of the Builder Buyer Agreement, and were seeking compensation. The matter had been listed for admission /hearing /directions, by NCDRC. Subsequent to the year end many of the buyers have approached the Company for settlement and have made full and final payment and accordingly the case is no longer tenable with NCDRC.Commitments : Refer Note 3.30{iii} and Note 3.35

3.25 Earning per share :

Particulars As at As at 31st March, 2017 31st March, 2016

` `

(a) Loss after tax (`) (27,684,453) (86,620,897)Less: Dividend on preference shares including dividend distribution tax (Refer Note 3.1(c)) - 10,110,040

(27,684,453) (96,730,937)(b) Weighted average number of equity shares 4,990,900 4,990,900(c) Basic and diluted, earnings per equity share (in `) (5.55) (19.38)

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

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 2,992,576 (2,996,263)

Note: Figures in brackets pertain to previous year

(b) Company in which directors have significant influence :

Nature of transactions `

Rent Paid to Nimbus Projects Limited 135,000 (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 Company

Entitles 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)

b Share of Profit from Partnership Firms IITL Nimbus, The Hyde Park Noida 2,079,352

(1,596,124)IITL Nimbus, The Express Park View -

(506,076)c Share of Loss from Partnership Firm

IITL Nimbus The Express Park View 21,585,396 (-)

IITL Nimbus, The Palm Village 1,160,992 (17,831,924)

d Purchase of Equity shares of Golden Palms Facility Management Private LimitedNimbus Projects Limited -

(500,000)e Capital Contribution to Partnership Firms

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

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

f Interest ExpenseIndustrial Investment Trust Limited -

(45,800,784)g Consultancy Income

IITL Nimbus The Hyde Park Noida 1,125,000 (-)

Capital Infraprojects Private Limited 1,125,000 (-)

(II) Balances at year-enda Trade Receivable

IITL Nimbus The Hyde Park Noida- Consultancy income 262,500

(-)Capital Infraprojects Private Limited- Consultancy income 235,499

(-)b Amounts Payable

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

(364,800,000)-Interest accrued and due on loan 36,106,600

(-) -Interest accrued but not due on loan -

(36,106,600)


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Nature of transactions Holding Company

Entitles under significant influence

Jointly controlled

Entities

Associate Company

c i) Credit balance of current account of partnership firmsIITL Nimbus The Express Park View 55,933,962

(34,348,566)IITL Nimbus The Palm Village 38,439,340

(37,278,348)ii) Debit balance of current account of partnership firmIITL Nimbus The Hyde Park Noida 54,649,988

(52,570,636)iii) Capital account of partnership firmsIITL Nimbus The Hyde Park Noida 45,000,000

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

(20,237,500)IITL Nimbus The Palm Village 220,000,000

(220,000,000)d Investment

Capital 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

(500,000) Note: During the year the interest for period from 1st April, 2016 to 31st March, 2017 on loan taken from Holding Company amounting to

` 54,720,000/- (Refer Note 3.30) and arrears of fixed cumulative dividend of ` 30,907,843/- on Preference Shares issued to Holding Company (Refer Note 3.1 (c)) was waived off by the Holding Company.

Figures in brackets pertains to previous year. Above disclosures exclude related party transactions in nature of reimbursement.

3.27 The Company’s business activities 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

(50.00%)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%)

3.26 Related party disclosures: (contd.)

(c) Other related parties: (contd.)

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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 1,235,960,884 1,145,870,242 1,139,905,431 658,553,276 (1,496,520,710) (1,051,473,057) (1,021,069,111) (613,613,218)

Liabilities 1,136,310,896 1,008,411,132 1,176,601,893 487,980,742 (1,398,950,073) (909,012,265) (1,036,180,177) (441,879,690)

Income 409,280,786 509,940,471 66,203,670 60,392 (792,438,670) (348,082,779) (161,568,014) (68,011)

Expenses 403,112,429 526,664,445 87,781,928 1,221,385 (789,183,974) (346,926,173) (161,064,584) (17,899,935)

Tax 4,089,005 (14,109) 7,139 - (1,658,573) (321,129) (-2,646) (-)

Contingent liability - 2,097,766 8,181,553 475,000 (2,543,987) (1,609,240) (6,439,592) (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.

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, 2017 31st March, 2016` `

Employer's contribution to Regional Provident Fund Commissioner 69,737 131,911 Employer’s contribution to Family Pension Fund 71,604 95,924

(b) Defined Benefit Plan Gratuity (funded) 31st March, 2017 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 1,196,380 1,073,795 Interest Cost 90,722 85,904 Current Service Cost 180,229 207,663 Benefits (paid)/Received (124,720) (203,590)Net Actuarial (Gain)/loss (144,168) 32,608 Present value of Defined Benefit Obligation as at the end of the year 1,198,443 1,196,380

ii Reconciliation of fair value of Plan AssetsFair value of Plan Assets as at the beginning of the year 264,958 440,034 Expected return on Plan Assets 18,846 28,514 Net Actuarial Gain/(Loss) (3,527) - Employer’s Contribution 5,538 - Benefits paid (124,720) (203,590)Fair value of Plan Assets as at the end of the year 161,095 264,958

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The Company expects to contribute ̀ 518,674/- (previous year: ̀ 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 (1,198,443) (1,196,380)Fair value of Plan Assets 161,095 264,958 Net assets / (liabilities) recognised in the Balance Sheet (1,037,348) (931,422)

iv Components of Employer’s ExpensesCurrent Service Cost 180,229 207,663 Interest Cost 90,722 85,904 Expected return on Plan Assets (18,846) (28,514)Net Actuarial (Gain)/Loss (140,641) 32,608 Total expense recognised in the Statement of Profit and Loss in Note 3.21 under: ‘Contribution to provident and other funds’

111,464 297,661

Actual return on Plan Assets 18,846 28,514

v Actuarial AssumptionsMortality Table LIC (2006-08)

(Ultimate)LIC (2006-08)

(Ultimate)

Discount rate 7.50 % 8.00 % Expected rate of return on Plan Assets 7.50 % 6.48% Salary escalation 6.00 % 6.00 %

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,

201731st March,

201631st March,

201531st March,

201431st March,

2013` ` ` ` `

1. Present Value of Defined Benefit Obligation 1,198,443 1,196,380 1,073,795 829,974 531,986 2. Fair Value of Plan Assets 161,095 264,958 440,034 309,169 284,293 3. Funded Status [Surplus/(Deficit)] (1,037,348) (931,422) (633,761) (520,805) (247,693)4. Experience adjustment arising on:

a. Plan Liabilities (Gain)/Loss (144,168) 32,608 100,699 39,730 202,722 b. Plan Assets (Gain)/Loss 3,527 6,689 746 2,133 2,608


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3.30 In its meeting held on 8th March, 2017 the Board of Directors approved the proposal of One-Time Settlement (“OTS”) with Industrial Investment Trust Limited (IITL), the Holding Company in relation to outstanding unsecured loan availed along with the outstanding interest thereon, as under :-

(i) Loan of ` 364,800,000/- along with outstanding interest as on 31st March, 2016 amounting to ` 36,106,600/- (Net of TDS) aggregating ` 400,906,600/- would be adjusted against the transfer in favour of IITL the assets of the company namely 50,00,000 Zero% Non-Convertible Redeemable Preference Shares of World Resorts Limited and 1,08,49,120 Zero% Non-Convertible Redeemable Preference Shares of Capital Infraprojects Private Limited (CIPL) based on its value determined by the independent valuers amounting to ` 283,314,407/- and ` 117,592,193/- respectively.

(ii) IITL to waive off Interest accrued for the period April, 2016 to March, 2017 amounting to ` 54,720,000/-.

(iii) The Company to agree to recompense IITL in one or more installments, as may be mutually agreed between the parties at the relevant time the interest amount of ` 54,720,000/- which has been waived off as part of One Time Settlement in case the Company turns profitable in future and has adequate cash flows.

The above proposal was approved by the members of the company and those of IITL by passing the resolution through postal ballot on 18th April, 2017 and 21st April, 2017 respectively. Subsequently the company entered into OTS agreement on 18th May, 2017 with IITL to transfer the said shares in favour of IITL. The shares of WRL and CIPL have been transferred in favour of IITL on 24th May, 2017 and 26th May, 2017 respectively.

Having regard to the above interest expense for the year of ` 54,720,000/- is reversed and the loan amount and Investment in Preference shares have been classified as Current maturity of long term borrowings and Current portion long-term investments respectively.

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.

3.33 Details of Specified Bank Notes (SBN) held and transacted during the period from 8th November, 2016 to 30th December, 2016.

Amount in (`)

Particulars SBNs Other denomination notes Total

Closing cash in hand as on 8th November, 2016 33,500 5,899 39,399

(+) Permitted receipts - 42,115 42,115

(-) Permitted payments - 21,994 21,994

(-) Amount deposited in Banks 33,500 - 33,500

Closing cash in hand as on 30th December, 2016 - 26,020 26,020

3.34 The financial statements have been prepared on a going concern basis, although the networth of the Company is negative as on 31st March, 2017, since the company has through its joint ventures adequate unsold inventories which on sale is expected to generate profits based on, interalia, Management’s estimate of sale price and cost escalations.


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3.35 In terms of section 55 (2) (d) (ii) of the Companies Act 2013, premium payable on redemption of preference shares shall be provided for out of the profits of the company or out of the company’s security premium account, before such shares are redeemed. The Company has been amortising the premium payable on redemption of the preference shares over its tenure by debiting the securities premium account. During the year, provision for premium has been made to the extent of ` 13,300,000/- available in securities premium account as at 31st March, 2016. In the absence of profits for the year no provision has been made for the balance amount of proportionate premium of ` 39,000,000/-.

3.36 IITL Nimbus The Express Park View - Jointly Controlled Entity (the Firm) has stated in its Audited Financial Statements that interest (forming part of Construction WIP) of ` 34,798,105/- for the year in case of one of the loan accounts is not provided for and the matter is in discussion with the Lender. The Auditors of the Firm have drawn attention to this matter in their report on the financial statements of the Firm as at and for the year ended 31st March, 2017. The Management of the Company has estimated the Company’s share of loss for the year is understated by ` 8,134,195/-.

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


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

KAUSHIK DESAI SHUBHANGI LOHIA Chief Financial Officer Company Secretary



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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, 2017, 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. 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 the assets of the Company, its associate and its jointly controlled entities 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. In conducting 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.

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.

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 Other Matters paragraph below, is sufficient and appropriate to provide a basis for our qualified audit opinion on the consolidated financial statements.


As stated in Note 2.39, a Jointly controlled entity referred to therein has not provided for interest of ` 34,798,105/- for the year on one of its loan accounts. As a result, Cost of Sales and consequently the loss for the year are understated by ` 8,134,195/- and Reserves and Surplusas at the year end is overstated by an equivalent amount.

Qualified Opinion

In our opinion and to the best of our information and according to the explanations given to us and based on the consideration of reports of the other auditors on separate financial statements of the associate and jointly controlled entities referred to in the Other Matters paragraph below, except for the effect of the matter described in the Basis for Qualified Opinion paragraph above,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, 2017, and their consolidated loss and their consolidated cash flows for the year ended on that date.

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Emphasis of Matter

We draw attention to the following matters in the Notes to the consolidated financial statements:

i. As stated in Note 2.40, the standalone financial statements of the Company have been prepared on a going concern basis, although the networth of the Company is negative as on 31st March, 2017, since the company has through its joint ventures adequate unsold inventories which on sale is expected to generate profits based on, interalia, Management’s estimate of sale price and cost escalations. These conditions indicate the existence of a material uncertainty that may cast significant doubt about the Company’s ability to continue as a going concern.

ii. As stated in Note 2.41, due to Real Estate market condition, low demand and consequent delay, a Jointly controlled entity (“the Firm”) referred to therein 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 the project within the overall framework of the lease agreement. In view of this, the accounts of the Firm have been prepared on a going concern basis. Auditors of the Firm have drawn attention to this matter in their report on the financial statements of the Firm as at and for the year ended 31st March, 2017.

Our opinion is not modified in respect of these matters.

Other Matters

We did not audit the financial statements of four jointly controlled entities, whose financial statements reflect total assets of ` 4,180,289,833/- as at 31st March, 2017, total revenues of ̀ 985,485,319/- and net cash inflows amounting to ̀ 7,871,042/- 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 ` 153,379/- for the year ended 31st March, 2017, 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, and our report in terms of subsection (3) of Section 143 of the Act, in so far as it relates to the aforesaid 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 theother auditors.

Report on Other Legal and Regulatory Requirements

As required by Section 143(3) of the Act, based on our audit and on the consideration of the report of the other auditors on separate financial statements and the other financial information of associate company and jointly controlled entities,referred in the Other Matters paragraph above, 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, except for the effect of the matter described in the Basis for Qualified Opinion paragraph above, 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, except for the effect of the matter described in the Basis for Qualified Opinion paragraph above, the aforesaid consolidated financial statements comply with the Accounting Standards prescribed under Section 133 of the Act.

(e) The matter described in Para (i) under the Emphasis of Matters paragraph above, in our opinion, may have an adverse effect on the functioning of the Company.

(f) On the basis of the written representations received from the directors of the Company as on 31st March, 2017 taken on record by the Board of Directors of the Company and the reports of the statutory auditors of its 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, 2017 from being appointed as a director in terms of Section 164 (2) of the Act.

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(g) The qualification relating to maintenance of accounts and other matters connected therewith are as stated in the Basis for Qualified Opinion paragraph above.

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

(i) 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, as amended, 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 positionof the Company, its associate and jointly controlled entities. (Refer Note 2.26 (i)(a))

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, its associate company and a jointly controlled company incorporated in India

iv. The Company has provided requisite disclosures in the consolidated financial statements as regards the holding and dealings in Specified Bank Notes as defined in the Notification S.O. 3407(E) dated the 8th November, 2016 of the Ministry of Finance, during the period from 8th November, 2016 to 30th December, 2016 of the Company, its associate company and a jointly controlled company, which are incorporated in India. Based on audit procedures performed and the representations provided to us by the management we report that the disclosures are in accordance with the relevant books of accounts maintained by those entities for the purpose of preparation of the consolidated financial statementsand as produced to us and to other auditors by the Management of the respective Company, its associate company and a jointly controlled company, which are incorporated in India. (Refer Note 2.37)





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ANNEXURE “A” TO THE INDEPENDENT AUDITOR’S REPORT(Referred to in paragraph (h)under ‘Report on Other Legal and Regulatory Requirements’section of our report of even dateto the members of IITL Projects Limited on the consolidated financial statements for the year ended 31st March, 2017)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 31st March, 2017, we have audited the internal financial controls over financial reporting of IITL Projects Limited (hereinafter referred to as “the Company”), 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 onthe 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 internal financial controls over financial reporting of the Company, its associate company and a jointly controlled company, which are companies incorporated in India, 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 other auditors of the associate company and a jointly 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 Company, its associate company and a jointly controlled company, which are companies incorporated in India.

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.


According to the information and explanations given to us and based on our audit, a material weakness has been identified in the operating effectiveness of the Company’s internal financial controls over financial reportingas at 31st March, 2017 in respect of non-provision by the Company in respect of share of interest expense

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not recognised by the jointly controlled entity (the Firm) resulting in understatement of share of loss from the Firm.

A ‘material weakness’ is a deficiency, or a combination of deficiencies, in internal financial control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis.

QualifiedOpinion

In our opinion to the best of our information and according to the explanations given to usand based on the consideration of the reports of other auditors referred to in the Other Matters paragraph below, the Company, its associate company and a jointly controlled company, which are companies incorporated in India have maintained,in all material respects, an adequate internal financial controls over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31st March, 2017, 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, except for the effect of the material weakness described in Basis for Qualified Opinion paragraph above on the achievement of the objectives of the control criteria, the Company’s, its associate company’s and a jointly controlled company’s, which are Companies incorporated in India, internal financial controls over financial reporting were operating effectively as of 31st March, 2017.

We have considered the material weakness identified and reported above in determining the nature, timing, and extent of audit tests applied in our audit of the consolidated financial statements of the Company for the year ended 31st March, 2017, and the material weakness affect our opinion on the said consolidated financial statements of the Company.

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 solely on the corresponding reports of the auditors of such companies incorporated in India.

Our opinion is not modified in respect of the above matter.

For DELOITTE HASKINS & SELLS

Chartered Accountants


Uday M. Neogi

Partner


8180




As at31st March,

2017`

As at31st March,

2016`

EQUITY AND LIABILITIES

Shareholders’ fundsShare capital 2.1 120,079,000 120,079,000 Reserves and surplus 2.2 (104,372,010) (50,001,287)

15,706,990 70,077,713

Non-current liabilitiesLong-term Borrowings 2.3 180,625,227 493,467,808 Other long-term liabilities 2.4 979,531,434 1,052,164,364 Long-term provisions 2.5 281,852,724 268,555,711

1,442,009,385 1,814,187,883 Current liabilities

Short term borrowings 2.6 659,986,481 629,590,079 Trade payables:-(a) Total outstanding dues of

micro enterprises and small enterprises; and

2.36 - -

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

1,120,193,435 1,038,428,209

Other current liabilities 2.7 1,293,262,532 992,983,171 Short-term provisions 2.8 2,835,746 5,888,628

3,076,278,194 2,666,890,087

Total 4,533,994,569 4,551,155,683 ASSETS

Non-current assetsProperty, Plant and Equipment 2.9 Tangible assets 4,807,127 4,650,939

Intangible assets 150,727 256,425 4,957,854 4,907,364

Goodwill on Consolidation 5,750 5,750 Non-current investments 2.10 804,195 250,650,816 Deferred tax assets (net) 2.11 907,403 952,137 Long-term loans and advances 2.12 9,300,829 12,985,070 Other non-current assets 2.13 10,171,757 3,527,409

26,147,788 273,028,546 Current assets

Current investments 2.14 250,000,000 - Inventories 2.15 3,562,248,119 3,628,382,935 Trade receivables 2.16 231,659,870 243,148,329 Cash and cash equivalents 2.17 35,297,890 24,904,412 Short-term loans and advances 2.18 238,417,370 221,375,766 Other current assets 2.19 190,223,532 160,315,695 4,507,846,781 4,278,127,137

Total 4,533,994,569 4,551,155,683

See accompanying notes forming part of the consolidated financial statements

CONSOLIDATED BALANCE SHEET AS AT 31ST MARCH, 2017

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 SHUBHANGI LOHIA KAUSHIK DESAI Partner Company Secretary Chief Financial Officer

Mumbai: 29th May, 2017 Mumbai: 29th May, 2017


For the year ended

31st March, 2017

`

For the year ended

31st March, 2016

`

Revenue from operations 2.20 991,883,243 1,315,941,686

Other income 2.21 7,559,208 13,420,419

Total Revenue 999,442,451 1,329,362,105

Cost of sales 2.22 875,343,073 1,274,719,142

Employee benefits expense 2.23 17,555,681 18,381,373

Finance costs 2.24 68,297,803 66,203,367

Depreciation and amortisation expense 2.9 722,831 757,867

Other expenses 2.25 77,680,341 53,247,628

Total expenses 1,039,599,729 1,413,309,377

Loss before tax (40,157,278) (83,947,272)

Tax expense/(benefit):

- Current tax expense 2,250,000 1,311,759

- Short provision for tax relating to prior years

1,942,315 727,235

- Deferred tax 44,734 (200,848)

Net tax expense 4,237,049 1,838,146

Loss after tax before share of profit of associate

(44,394,327) (85,785,418)

Share in profit of associate 153,379 150,816

Loss for the year attributable to shareholders of the Company

(44,240,948) (85,634,602)

Earnings per equity share: 2.29

Basic and Diluted (8.86) (19.18)

Nominal Value per equity share (`) 10.00 10.00

See accompanying notes forming part of the consolidated financial statements





CONSOLIDATED STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31ST MARCH, 2017

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CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2017 Particulars For the

year ended 31st March,

2017`

For the year ended 31st March,

2016 `

A. CASH FLOW FROM OPERATING ACTIVITIES Net Loss before tax (40,157,278) (83,947,272)Adjustments for:

Depreciation on fixed assets 722,831 757,867

Interest income - on deposits with banks

(1,467,667) (3,354,703)

Dividend income (68,980) (103,686)

Profit on sale of current investments (net)

- (137,732)

Finance Costs 66,813,018 47,226,417

Amounts no longer payable written back

(1,391,046) (5,770,080)

Operating (profit) / loss before working capital changes

24,450,878 (45,329,189)

Changes in working capitalAdjustments for (increase) / decrease in operating assets:

Inventories (See Note 1 below) 108,156,338 (282,245,337)

Trade receivables 11,488,460 100,502,647

Short-term loans and advances (18,282,024) (19,526,280)

Long-term loans and advances 1,184,579 (913,082)

Other current assets (29,498,048) (156,088,085)

Adjustments for increase / (decrease) in operating liabilities:Trade payables 81,765,226 350,848,763 Other current liabilities (246,911,045) (468,068,761)Short-term provisions (288,134) (5,202,086)Other long-term liabilities (72,632,930) 2,237,297 Long-term provisions (2,987) 1,605,817

Cash flow generated from / (used in) operations

(140,569,687) (522,178,297)

Net income tax paid (46,751) (4,228,165)Net cash generated from / (used in) operating activities (A)

(140,616,438) (526,406,462)

B. CASH FLOW FROM INVESTING ACTIVITIES

Bank balances not considered as cash and cash equivalents

(7,805,760) 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)

1,152,360 3,461,378

Dividend income 68,980 103,686

Purchase of fixed assets (1,232,332) (2,325,246)

Net cash generated from / (used in) investing activities (B)

(7,816,752) 6,766,001

Particulars For the year ended 31st March,

2017`


2016 `

C. CASH FLOW FROM FINANCING ACTIVITIES

Proceeds from long term borrowings 272,948,465 388,467,808 Repayment of long term borrowings (40,000,000) - Proceeds from short term borrowings (net)

30,396,401 116,301,959

Finance cost (See Note 1 below) (105,585,127) (95,381,604)Net cash (used in) / generated from financing activities (C)

157,759,739 409,388,163

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

9,326,549 (110,252,298)

Cash and cash equivalents at the beginning of the year

24,368,714 134,621,012

Cash and cash equivalents at the end of the year (See Note 2.17)

33,695,263 24,368,714

Notes:1 Changes in inventories is after adjusting borrowing costs capitalised. 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.

3 Previous year figures have been regrouped wherever necessary.





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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,

2017


2016Extent of

holding (%)Extent of

holding (%)(i) Capital Infraprojects Private Limited (CIPL)

50 50

(ii) IITL Nimbus The Hyde Park Noida (INHP) - Partnership Firm

50 50

(iii) IITL Nimbus The Express Park View (INEPV) - Partnership Firm

47.50 47.50

(iv) IITL Nimbus The Palm Village (INPV) - Partnership Firm

47.50 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 Associate Company For the year ended 31st March,

2017


2016Extent of

holding (%)Extent of

holding (%)Golden Palms Facility Management Private Limited (GPFMPL) (w.e.f. 27.07.2015)

50 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, 2017.

(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.

1.4 Significant Accounting Policies:(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. The accounting policies adopted in the preparation of the Consolidated financial statements are consistent with those followed in the previous year. 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) Revenues from consultancy services are accounted on accrual basis in accordance with the terms of agreements.

(c) Interest on fixed deposits are accounted on time proportionate basis. (d) Rental income is accrued on the basis of the agreement. (e) 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) Property, Plant and Equipment : Tangible Assets :

Property, Plant and Equipment 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.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

8382



1.4 Significant Accounting Policies: (contd.)

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.

(vi) Depreciation and amortisation:

(a) Depreciation on Property, Plant and Equipment 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, 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 Property, Plant and Equipment 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.

(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.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Contd.)1.4 Significant Accounting Policies: (contd.)

8584



(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.

2.1 Share capital

Particulars As at As at

31st March, 2017 31st March, 2016

` `

Authorised

10,000,000 (previous year 10,000,000) Equity shares of ` 10/- each

100,000,000 100,000,000

8,000,000 (previous year 15,000,000) 12% Non Convertible Cumulative Redeemable Preference Shares of ` 10/- each

80,000,000 150,000,000

7,000,000 (previous year Nil) Zero % Non-Convertible Redeemable Preference Shares of ` 10/- each

70,000,000 -

250,000,000 250,000,000

Issued

5,050,100 (previous year 5,050,100) Equity shares of ` 10/- each

50,501,000 50,501,000

7,000,000 (previous year 7,000,000) Zero % Non-Convertible Redeemable Preference Shares (previous year 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 up

4,990,900 (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) Zero % Non-Convertible Redeemable Preference Shares (previous year 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

(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.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Contd.)

(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) Zero % Non-Convertible Redeemable Preference Shares (previous year 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 Preference Shares shall rank for capital 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. As per the Resolution passed on 8th March, 2017 by the Board of Directors and approved by the Preference Shareholders, the terms of Preference Shares have been revised.

As per the revised terms:

1) Coupon rate has been reduced from 12% to Zero % w.e.f. 1st April, 2016.

2) Nomenclature has been changed from 12% Non-Convertible Cumulative Redeemable Preference Shares to Zero % Non-Convertible Redeemable Preference Shares.

3) The period of redemption of Preference Shares is extended for a period not exceeding 12 years from the date of allotment of Preference Shares. The Company shall have the option to redeem the Preference Shares, at the rate of ` 100/- per share (including redemption premium of ` 90/- per share) at the end of tenth year or at the rate of ` 105/- per share (including redemption premium of ` 95/- per share) at the end of eleventh year or at the rate of ` 110/- per share (including redemption premium of ` 100/- per share) at the end of twelfth year.

1.4 Significant Accounting Policies: (contd.) 1.4 Significant Accounting Policies: (contd.)

8584



NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Contd.)4) Arrears of fixed cumulative dividend on the above mentioned

Preference Shares of ` 30,907,843/- till 31st March, 2016 has been waived off.

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 this Preference Shares.

(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.

Zero % Non-Convertible Redeemable Preference Shares (previous year 12% Non-Convertible Cumulative Redeemable Preference Shares)

All 7,000,000 (previous year 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:

Particulars As at 31st March, 2017 As at 31st March, 2016 No. of Shares

held

% of Holding

No. of Shares

held

% of Holding

Industrial Investment Trust Limited (holding company)

3,580,347 71.74% 3,580,347 71.74%

(f) Zero % Non-Convertible Redeemable Preference Shares (previous year 12% Non-Convertible Cumulative Redeemable Preference Shares) held by each shareholder holding more than 5% preference shares are as follows:

Particulars As at 31st March, 2017 As at 31st March, 2016 No. of Shares

held

% of Holding

No. of Shares

held

% of Holding

Industrial 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.

2.2 Reserves and Surplus

Particulars


`


`

Capital Redemption Reserve 15,000,000 15,000,000 General Reserve 4,500,000 4,500,000 Securities Premium Account (See Note 2.38)Opening balance 13,300,000 78,900,000 Less: Utilized during the year for premium payable on redemption of preference shares

13,300,000 65,600,000

Closing balance - 13,300,000Deficit in Consolidated Statement of Profit and LossOpening balance (82,801,287) (7,009,154)Consolidation adjustment - 9,842,469 Add : Loss for the year (44,240,948) (85,634,602)Less : Reversal of tax on proposed dividend for an earlier year by a jointly controlled entity

3,170,225 -

Closing balance (123,872,010) (82,801,287)

Total (104,372,010) (50,001,287)

2.3 Long term borrowings


31st March, 2017 31st March, 2016` `

Term Loans:From banks (Secured) 399,241,273 168,667,808 Less: Current maturities of long-term debt (See Note 2.7) (220,991,046) (40,000,000)

(A) 178,250,227 128,667,808 From related parties (Unsecured) (See Note 2.30) 367,175,000 364,800,000

Less: Current maturities of long-term debt (See Note 2.7 and 2.34) (364,800,000) -

(B) 2,375,000 364,800,000 Total (A+B) 180,625,227 493,467,808

Notes :Details of terms of repayment and security provided:

Terms of Repayment Security details

Loans from banksBank of India: - ` 117,259,180 (Previous year ` 71,499,348) (Amount not yet fully drawn)Repayable in 6 quarterly installments of ` 2 crores each (group’s share) and the 7th installment 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: ` 281,982,093 (Previous year ` 97,168,460)Repayable in 8 quarterly installments of ` 35,247,762 each 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: Interest rates for the above loans ranges from 12.65% to 13.75%.


31st March, 2017 31st March, 2016` `

2.4 Other long term liabilitiesTrade payables- Premium for development rights 782,023,580 874,824,764

Others- Interest free maintenance security 36,127,510 26,974,596

- Retention money 45,968,002 40,886,486

- Sinking Fund 7,234,875 3,676,051

- Advance for sale of land 108,177,467 105,802,467

Total 979,531,434 1,052,164,364

8786




31st March, 2017 31st March, 2016` `

2.5 Long-term provisionsPremium payable on redemption of preference shares 280,000,000 266,700,000

Provision for employee benefits:Provision for compensated absences 870,402 1,017,431

Provision for gratuity (See Note 2.31) 982,322 838,280

Total 281,852,724 268,555,711

2.6 Short-term borrowings (Unsecured)Loans repayable on demand- From other parties 139,575,000 183,837,808

Loan and advances - From related parties (See Note 2.30) 520,411,481 445,752,271

Total 659,986,481 629,590,079

2.7 Other current liabilitiesCurrent maturities of long-term borrowings (See Note 2.3)

585,791,046 40,000,000

Interest accured and due on borrowings

66,794,308 29,384,404

Interest accrued but not due on borrowings

1,487,098 36,106,600



31st March, 2017 31st March, 2016` `

Other payables- Lease rent payable - 7,886,445 - Security deposits received 147,579,629 121,167,778 - Statutory remittances 8,454,353 26,630,937 - Interest free maintenance security received from customers

- 14,413,302

- Booking advance refundable to customer

254,094 697,056

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

461,774,862 715,220,988

-Payable to Residential Welfare Association

8,786,559 -

-Payable to facility manager 3,380,543 - - Interest payable on refund to customers

- 1,018,403

-Payable to employees - 457,258 - Advance from others 8,960,040 -

Total 1,293,262,532 992,983,171

2.8 Short-term provisionsProvision for employee benefits:Compensated absences 112,608 302,873 Gratuity (See Note 2.31) 40,295 138,164 Provision - Others:Tax on proposed preference dividend - 3,170,225 Provision for VAT 2,056,818 2,056,818 Provision for tax (net of advance tax) 626,025 220,548

Total 2,835,746 5,888,628

2.9 Fixed assets (`)

Assets

Gross carrying amount Accumulated depreciation Net carrying amount

As at 1st April,

2016

Adjustment on account of

increase in profit share in a joint venture entity

Additions As at 31st March,

2017

As at 1st April,

2016

Adjustment on account of

increase in profit share in a joint venture entity

For the year * As at 31st March,

2017

As at 31st March,

2017

TANGIBLE

Furniture and fixtures 2,670,330 - 402,999 3,073,329 945,097 - 226,357 1,171,454 1,901,875 (2,042,032) (97,631) (530,667) (2,670,330) (703,894) (30,993) (210,210) (945,097) (1,725,233)

Vehicles 991,522 - 183,601 1,175,123 458,354 - 117,083 575,437 599,686 (952,612) (38,910) - (991,522) (342,901) (21,645) (93,808) (458,354) (533,168)

Plant and machinery 1,891,441 - 436,135 2,327,576 741,401 - 176,066 917,467 1,410,109 (1,577,393) (60,596) (253,452) (1,891,441) (546,424) (20,932) (174,045) (741,401) (1,150,040)

Office equipment 1,620,332 - 120,557 1,740,889 914,697 - 188,319 1,103,016 637,873 (1,191,696) (63,851) (364,785) (1,620,332) (684,176) (28,489) (202,032) (914,697) (705,635)

Computers 2,717,901 - 89,040 2,806,941 2,181,038 - 368,319 2,549,357 257,584 (1,871,475) (140,439) (705,987) (2,717,901) (1,643,432) (125,966) (411,640) (2,181,038) (536,863)

Sub-total 9,891,526 - 1,232,332 11,123,858 5,240,587 - 1,076,144 6,316,731 4,807,127 Previous year (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 1,438,758 - - 1,438,758 1,182,333 - 105,698 1,288,031 150,727 (1,037,300) (106,333) (295,125) (1,438,758) (1,005,012) (104,505) (72,816) (1,182,333) (256,425)

Sub-total 1,438,758 - - 1,438,758 1,182,333 - 105,698 1,288,031 150,727 Previous year (1,037,300) (106,333) (295,125) (1,438,758) (1,005,012) (104,505) (72,816) (1,182,333) (256,425)

Total 11,330,284 - 1,232,332 12,562,616 6,422,920 - 1,181,842 7,604,762 4,957,854 Previous year (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 ` 459,011 (Previous year ` 406,684) depreciation on site Assets which has been charged as cost of construction Figures in bracket pertains to previous year.

8786




ParticularsAs at


31st March, 2016 ` `

2.10 Non-current investmentsTrade investments - Unquoted (valued at cost) Investment in Associate50,000 Equity shares of ` 10 each fully paid-up of Golden Palms Facility Management Private Limited [See Note 2.32 (ii)]

804,195 650,816

Investment in other entity (fully paid-up) (See Note 2.34)5,000,000 (previous year: 5,000,000) Zero % Non Convertible Redeemable Preference shares (previous year 14% Non-Convertible Cumulative Redeemable Preference Shares) of ` 10 each fully paid-up of World Resorts Ltd (Refer Footnote)

250,000,000 250,000,000

Less: Current portion of long-term investments

(250,000,000) -

- 250,000,000

Total 804,195 250,650,816Aggregate amount of unquoted investments

804,195

250,650,816

Footnote: During the year the company vide its Board resolution dated 8th February, 2017 consented to the variation of rights relating to 14% Non-Convertible Cumulative Redeemable Preference shares proposed by World Resorts Limited for extending the period of redemption, increasing the premium on redemption, waiver of dividend till 31st March 2016 and reducing the coupon rate from 14% to Zero % w.e.f 1st April 2016. The nomenclature of the shares has also been changed from 14% Non-Convertible Cumulative Redeemable Preference shares to Zero % Non-Convertible Redeemable Preference shares.

2.11 Deferred tax assets (Net)On difference between book balance and tax balance of fixed assets

186,482 213,912

Provision for employee benefits 720,921 738,225 Total 907,403 952,137

2.12 Long-term loans and advances (unsecured, considered good)Security deposits 3,526,300 3,847,250 Advance payment of Income tax (net of provision)

1,280,637 3,780,299

Other loans and advancesRecoverable from Greater Noida Industrial Development Authority (GNIDA)*

4,493,892 4,493,892

Advances for supply of goods and services

- 863,629

Total 9,300,829 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.

2.13 Other non-current assets (unsecured, considered good)Bank deposits with more than 12 months maturities *

9,435,566 2,696,735

Interest accrued on bank deposits 736,191 830,674

Total 10,171,757 3,527,409 * Includes:-Deposits pledged against counter guarantees given by bank, margin money and with tax authorities

1,610,625 2,582,231

2.14 Current investments

ParticularsAs at


31st March, 2016 ` `

Current portion of long-term investments (At cost)

Investment in other entity (fully paid-up) (See Note 2.34)

5,000,000 Zero % Non Convertible Redeemable Preference shares of ` 10 each fully paid-up of World Resorts Ltd (Refer Footnote to Note 2.10)

250,000,000 -

Total 250,000,000 -

Aggregate amount of unquoted investments 250,000,000 -

2.15 Inventories (at lower of cost and net realisable value)Construction work-in-progress 2,683,738,291 2,909,241,214 Stock of Units in completed projects 878,509,828 719,141,721

Total 3,562,248,119 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

150,728,405 166,609,375

Others 80,931,465 76,538,954

Total 231,659,870 243,148,329 2.17 Cash and cash equivalents Cash and cash equivalents (as per AS 3 Cash Flow Statements)

Cash on hand 393,417 220,185 Balances with banks- In current accounts 31,265,995 23,141,156 - In deposit accounts with original

maturity upto 3 months 2,035,851 1,007,373

33,695,263 24,368,714 Other Bank Balances:- In deposit accounts with original

maturity of more than 3 months but upto 12 months *

1,602,627 535,698

Total 35,297,890 24,904,412 * Includes:- Deposits pledged against

guarantee given by bank/ as securities to sales tax authorities.

1,589,506 525,000

2.18 Short-term loans and advances (unsecured, considered good) Advances for supply of goods and services

152,178,867 163,164,957

Recoverable from Greater Noida Industrial Development Authority (GNIDA)*

29,165,726 -

Prepaid expenses 339,403 453,806 Advance payment of income tax 4,715,958 5,956,378 MAT credit entitlement 3,487,536 3,487,536 Balances with government authorities

- Service tax credit receivable 39,606,102 41,605,550 - Vat Recoverable 552,324 960,125 Advance towards Annual Lease Rent - 5,382,926 Advances to others 8,371,454 364,488

Total 238,417,370 221,375,766 *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, one of the jointly controlled entity - CIPL had deducted and paid the tax amount to the income tax authorities. At the time of obtaining occupancy certificate, CIPL had to pay to GNIDA, the amount equivalent to the TDS deducted, as it was construed as short payment. CIPL is in discussion with GNIDA, pending resolution the amount has been shown as recoverable from GNIDA.

8988




2.19 Other current assets

ParticularsAs at


31st March, 2016 ` `

Receivable from Joint Venture Partners (See note 2.30) 11,988,125 11,988,125 Unbilled revenue 177,820,613 146,616,292 Interest accrued on bank deposits 414,794 5,005 Recoverable from facility manager for the project - 1,706,273

Total 190,223,532 160,315,695 2.20 Revenue from operations

Sale of flats 978,686,365 1,308,439,635 consultancy services 1,125,000 - Other operating revenue (See note 2.20 (a)) 12,071,878 7,502,051

Total 991,883,243 1,315,941,686 2.20 (a) Other operating revenue

Charges on transfer/booking of flats 11,611,455 7,157,295 Others 460,423 344,756

Total 12,071,878 7,502,051 2.21 Other income

Interest income: - On deposits with banks 1,467,667 3,354,703 - On income tax refund 466,817 70,354 - Interest received from customers for late payment 3,745,439 3,982,818

- From security deposit 14,916 - Net gain on sale of current investments - 137,732

Dividend income from current investments 68,980 103,686

Net gain on foreign currency transactions and translations - 1,046

Liabilities/provisions no longer required written back 1,391,046 5,770,080

Miscellaneous income 404,343 - Total 7,559,208 13,420,419

2.22 Cost of sales (See Note 2.39)

(i) Cost of construction / development

Opening balance of works in progress

2,909,241,214 3,372,670,851

(A) 2,909,241,214 3,372,670,851

Add: Expenses incurred during the year

Land and development right 243,462,000 265,583,342 Material, structural, labour and

contract cost 462,713,652 1,116,577,958

Other project cost 9,737,622 2,175,032 Employee benefits expense 5,893,346 7,908,637 Depreciation 459,011 406,684 Other expenses 22,678,514 52,346,892 Interest and finance charges 41,562,511 85,432,681

(B) 786,506,656 1,530,431,226 Less: Closing balance of works in

progress 2,683,738,291 2,909,241,214

Stock of units on the date of completion of project

421,223,300 720,239,362

(C) 3,104,961,591 3,629,480,576 Total (A+B-C) 590,786,279 1,273,621,501

(ii) Changes in stock of units in completed project

Opening stock of units in completed project

719,141,721 -

Add Stock of units on the date of completion of project

421,223,300 720,239,362

Less Closing stock of units in completed project

878,509,828 719,141,721

261,855,193 1,097,641 Total (i+ii) 852,641,472 1,274,719,142

(iii) Expenses on completed projects

22,701,601 -

Total (i+ii+iii) 875,343,073 1,274,719,142 2.23 Employee benefits expense

Salaries and wages 21,489,967 24,279,065 Contribution to provident and other funds (See Note 2.31) 1,197,696 1,196,792

Staff welfare expenses 761,364 814,153 23,449,027 26,290,010

Less: Transferred to Inventories (5,893,346) (7,908,637) Total 17,555,681 18,381,373

2.24 Finance costs

Interest expense on loans (See Note 2.39)

108,375,529 125,646,808

Interest on delayed payment of taxes 758,796 1,844,440 Interest on refund to customers 725,989 17,132,510 Other borrowing costs - 7,012,290

109,860,314 151,636,048 Less: Transferred to Inventories (41,562,511) (85,432,681)

Total 68,297,803 66,203,367 2.25 Other expenses

Power and fuel 3,283,362 1,196,209 Rent 2,684,888 2,989,001 Insurance 902,445 540,530 Repairs and maintenance: - Buildings 250,801 244,057 - Plant and Machinery 319,516 680,136 - Office equipments - 70,478 - Others 1,554,023 1,120,589

2,124,340 2,115,260 Rates and taxes 23,637,378 23,651,483 Travelling and conveyance 1,549,718 1,362,628 Printing and stationery 573,382 630,499 Communication 434,991 342,876 Legal and professional fees 8,626,533 9,312,598 Directors’ fees 1,413,532 1,562,864 Honorarium for managementcommittee meetings

95,000 95,000

Membership fees 498,233 490,113 Payments to auditors (See Note 2.27 ) 2,321,062 2,589,735 Brokerage and commission 15,509,307 15,177,284 Advertisement, marketing and busi-ness promotion

22,201,556 5,377,724

Office expenses 925,548 2,465,209 Networking and Website charges 152,577 370,701 Contribution towards corporate social responsibility

747,892 -

Site Expenses 865,363 3,120,915 Compensation to buyers 8,349,923 23,278,616 Charges under subvention scheme 2,181,465 7,017,350 Miscelleneous Expenses 1,280,360 1,907,925

100,358,855 105,594,520 Less: Transferred to inventories (22,678,514) (52,346,892)

Total 77,680,341 53,247,628

8988




2.26 Contingent liabilities and commitments not provided for :(i) Contingent liabilities:(a) Claims against the Group not acknowledged as debt In the previous year, few buyers of the Company’s residential units

had lodged a complaint with the National Consumer Disputes Redressal Commission (NCDRC), alleging failure to comply with the terms of the Builder Buyer Agreement, and were seeking compensation. The matter had been listed for admission /hearing /directions, by NCDRC. Subsequent to the year end many of the buyers have approached the Company for settlement and have made full and final payment and accordingly the case is no longer tenable with NCDRC.

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), 2.34 (iii) and 2.382.27 Payments to auditors :

Particulars For the year ended

31st March, 2017

For the year ended

31st March, 2016 For statutory audit 1,200,000 1,181,250 For other services 1,033,625 1,025,000 Taxation Fees 25,775 - Reimbursement of expenses 52,095 15,609 Service tax 9,567 367,876 Total 2,321,062 2,589,735

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 :Particulars As at


31st March, 2016Project revenue recognized for the year

968,914,636 1,285,552,052

Aggregate amount of cost incurred and profits recognized (less recognised losses) to date for the projects in progress

1,911,412,936 4,437,177,171

The amount of customer advances received

459,891,487 718,680,563

The amount of work in progress and value of inventories

3,512,303,336 3,571,421,131

Excess of revenue recognised over actual bills raised (unbilled revenue)

177,820,613 146,616,292

Method used to determine project revenue recognised for the year

Refer Note No.1.4

Refer Note No.1.4

Method used to determine stage of completion of the projects

(iii)(a) (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.

2.29 Earnings per share :

Particulars As at 31st March, 2017


(a) Loss for the year (44,240,948) (85,634,602)(b) Less: Dividend on preference shares including dividend distribution tax (refer note 2.1(c))

- 10,110,042

(c) Net amount available for equity shareholders

(44,240,948) (95,744,644)

(d) Weighted average number of equity shares used in computing basic and diluted earnings per share (Nos.)

4,990,900 4,990,900

(e) Basic and diluted earnings per equity share (in `)

(8.86) (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. 27.07.2015) Fellow subsidiary : IIT Investrust Limited Companies in

which directors have significant influence: : Nimbus India Limited Nimbus Projects Limited

Key management personnel (KMP) : Mr. D. P. Goyal, Managing Director

(ii) Transactions /balances outstanding with related parties : (a) Key Management Personnel:

Nature of transactionsRemuneration to Managing Director 2,992,576

(2,996,263) Figures in brackets pertains to previous year.

(b) Other related parties:Sr. No.

Nature of transactions

Holding Company

Fellow Subsidiary

Joint Ventures

Entities under significant influence

` ` ` `

A Nature and Amount of transactions:

(i) Loan taken from - Nimbus India Limited

90,000,000 (205,125,000)

- Industrial Investment Trust Limited

22,250,000 (253,100,000)

- IIT Investrust Limited

2,375,000 (-)

(ii) Repayment of loan taken- Nimbus India Limited

25,000,000 (145,555,000)


12,500,000 (102,391,209)

(iii) Purchase of equity shares of Golden Palms Facility Management Private Limited- Nimbus Projects Limited

- (500,000)

(iv) Interest expense- Nimbus India Limited

23,519,372 (29,639,221)


12,919,623 (80,141,423)


25,606 (-)

9190




Sr. No.

Nature of transactions

Holding Company

Fellow Subsidiary

Joint Ventures

Entities under significant influence

` ` ` `

(v) Rent expense- Nimbus Projects Limited

2,367,116 (2,393,139)

(vi) Supervision charges- Nimbus Projects Limited

590,625 (-)

(vii) Security deposit placed- Nimbus Projects Limited

- (47,500)

B Balances at year-end

(i) Loans outstanding as at year-end:- Nimbus India Limited

314,570,000 (249,570,000)


570,641,481 (560,891,481)


2,375,000 (-)

(ii) Interest accrued as at year-end:- Nimbus India Limited

12,867,470 (8,331,123)


48,048,204 (47,411,413)


25,606 (-)

(iii) Amount Receivable at year-end (other venturer) - IITL Nimbus The Express Park View

1,000,000 (1,000,000)

- IITL Nimbus The Palm Village

10,988,125 (10,988,125)

(iv) Amount Payable at year-end - Nimbus Projects Limited

286,762 (-)

(v) Security deposit placed- Nimbus Projects Limited

47,500 (47,500)

Notes: During the year the interest for period from 1st April, 2016 to 31st March

2017 on loan taken from Holding Company amounting to ` 54,720,000/- (refer note 2.34) and arrears of fixed cumulative dividend on Preference Shares issued to Holding Company (refer note 2.1(c)) was waived off by the Holding Company.

Above disclosures exclude related party transactions in nature of reimbursement.

Figures in brackets are the corresponding figures of the previous year.

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 :

Particulars 31st March, 2017 31st March, 2016` `

Employer’s contribution to Regional Provident Fund Commissioner

718,716 646,494

Employer’s contribution to Family Pension Fund

71,604 95,924

Employer’s contribution to Employees’ State Insurance Corporation

159,248 118,231

(b) Defined Benefit Plan

Particulars Gratuity (funded)31st March, 2017 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

1,840,858 1,671,089

Interest Cost 90,722 85,904

Current Service Cost 464,392 325,108

Benefits paid (200,243) (203,590)

Net Actuarial (Gain)/Loss (33,311) (37,653)

Present value of Defined Benefit Obligation as at the end of the year

2,162,418 1,840,858

ii Reconciliation of fair value of Plan AssetsFair value of Plan Assets as at the beginning of the year

864,415 1,012,506

Expected return on Plan Assets 18,846 28,514

Net Actuarial Gain/(Loss) 254,829 8,702

Employer’s Contribution 201,953 18,282

Benefits paid (200,243) (203,590)

Fair value of Plan Assets as at the end of the year

1,139,800 864,414

The Group expects to contribute ` 518,674/- (previous year: ` 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 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 SheetPresent value of Defined Benefit Obligation

(2,162,418) (1,840,858)

Fair value of Plan Assets 1,139,800 864,414

Net assets / (liabilities) recognised in the Balance Sheet

(1,022,618) (976,444)

9190




iv Components of Employer’s ExpensesCurrent Service Cost 464,392 325,108 Interest Cost 90,722 85,904 Expected return on Plan Assets (18,846) (28,514)Net Actuarial (Gain)/Loss (288,140) (46,355)Total expense recognised in the Consolidated Statement of Profit and Loss in Note 2.23 under: 'Contribution to provident and other funds'

248,128 336,143

Actual return on Plan Assets 18,846 28,514 v Actuarial Assumptions

Mortality Table LIC (2006-08) (Ultimate)

LIC (2006-08) (Ultimate)

Discount rate 7.50% - 8.00% 8%Expected rate of return on Plan Assets

7.50% 6.48%

Salary escalation 6.00% 5.00 - 7.00 %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 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) Gratuity (funded) 31st March, 2017 31st March, 2016

` `

1. Present Value of Defined Benefit Obligation

2,162,418 1,840,858

2. Fair Value of Plan Assets 1,139,800 864,414 3. Funded Status [Surplus / (Deficit)]

(1,022,618) (976,444)

4. Experience adjustment arising on:a. Plan Liabilities (Gain)/Loss (144,168) 32,608 b. Plan Assets (Gain)/Loss 3,527 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:

Particulars 31st March, 2017 31st March, 2016

RESERVES AND SURPLUS

19,959,111 24,960,792

NON-CURRENT LIABILITIES

Long-term borrowings 180,625,227 128,667,808

Deferred tax liabilities (net)

- -

Other long term liabilities 979,531,434 1,052,164,364

Long-term provisions 12,799,178 12,900,537

CURRENT LIABILITIESShort term borrowings 659,986,481 629,590,079 Trade payable 1,100,065,871 1,009,085,612 Other current liabilities 873,843,463 939,583,236 Short term provisions 2,453,011 14,030,569

NON-CURRENT ASSETSFixed Assets (Net Block)(i) Tangible assets 4,693,899 4,463,259 (ii) Intangible assets 146,714 251,222 Long term loan and advances

3,526,300 4,532,129

Deferred tax assets (net) 382,699 272,418 Other non-current assets 10,171,756 2,171,311

CURRENT ASSETSInventories 3,512,303,336 3,571,421,131 Trade receivables 203,204,175 210,233,913 Cash and cash equivalents

30,212,923 22,339,460

Short-term loans and advances

237,827,419 220,374,959

Other current assets 177,820,612 146,616,294 INCOME

Income from sale of flats 968,914,636 1,285,552,052 Other operating income 12,071,878 7,502,051 Interest income 4,193,531 3,192,458 Dividend income on current investments

68,980 103,686

Net profit on sale of current investments

- 137,732

Other Income 236,294 5,669,494 EXPENSES

Cost of sales 868,326,047 1,245,530,324 Employee benefits expense

11,424,080 10,246,074

Finance costs 68,291,400 20,068,816 Depreciation 647,190 585,655 Other expenses 70,091,470 38,643,797 Tax Expense 4,082,035 1,977,056

(i)(b) Other Information

Particulars 31st March, 2017 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

1,109,240 3,653,226

- Disputed U.P Commercial tax matters in appeal

488,526 -

- Compensation for delay in project/ Interest on refund to customers

7,706,553 5,964,592

(ii) Guarantee- Guarantees issued by Bank

1,450,000 1,450,000

2.31 Employee Benefits (Contd.)

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(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).

(ii) Investment in associate:

The break-up of Investment in Golden Palms Facility Management Private Limited is as under:

Particulars 31st March, 2017

31st March, 2016

(i) Number of equity shares (Nos.)

50,000 50,000

(ii) Percentage holding (%) 50 50

(iii) Cost of Investment (Equity shares)

500,000 500,000

Goodwill/(Capital Reserve) Included in cost of Investment above

(75,408) (75,408)

(iv) Share in accumulated profit net of dividend received as at the beginning of the year

150,816 -

Share of profit for the year 153,379 150,816

Less: Dividend received during the year

- -

(v) Share of accumulated profit net of dividend received

304,195 150,816

(vi) Carrying cost 804,195 650,816

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:

ParticularsName 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 -1% (4,562,058) 42% (27,684,453)Associates (Investment as per the equity method)Indian Golden Palms Facility Management Private Limited

0% 804,195 0% 153,379

Foreign NA NA NA NAJoint Ventures (as per proportionate consolidation)

Indian

1. Capital Infraprojects Private Limited

38% 137,459,111 26% (16,709,865)

2. IITL Nimbus The Hyde Park Noida

27% 99,649,988 -3% 2,079,352

3. IITL Nimbus The Palm Village

46% 170,572,535 2% (1,160,992)

4. IITL Nimbus The Express Park View

-10% (36,696,462) 33% (21,585,396)

Foreign NA NA NA NA

100% 367,227,309 100% (64,907,974)

Less : Eliminations

- 351,520,319 - 20,667,026

Total 15,706,990 (44,240,948)2.34 In its meeting held on 8th March, 2017 the Board of Directors of the

Company approved the proposal of One-Time Settlement (“OTS”) with Industrial Investment Trust Limited (IITL), the Holding Company in relation to outstanding unsecured loan availed along with the outstanding interest thereon, as under :-(i) Loan of ` 364,800,000/- along with outstanding interest as on 31st

March, 2016 amounting to ` 36,106,600/- (Net of TDS) aggregating ` 400,906,600/- would be adjusted against the transfer in favour of IITL the assets of the company namely 5,000,000 Zero% Non-Convertible Redeemable Preference Shares of World Resorts Limited (WRL) and 10,849,120 Zero% Non-Convertible Redeemable Preference Shares of Capital Infraprojects Private Limited (CIPL) (eliminated on consolidation) based on its value determined by the independent valuers amounting to ` 283,314,407/- and ` 117,592,193/- respectively.

(ii) IITL to waive off Interest accrued for the period April, 2016 to March, 2017 amounting to ` 54,720,000/-.

(iii) The Company to agree to recompense IITL in one or more installments, as may be mutually agreed between the parties at the relevant time the interest amount of ` 54,720,000/- which has been waived off as part of One Time Settlement in case the Company turns profitable in future and has adequate cash flows.

The above proposal was approved by the members of the company and those of IITL by passing the resolution through postal ballot on 18th April, 2017 and 21st April, 2017 respectively. Subsequently the company entered into OTS agreement on 18th May, 2017 with IITL to transfer the said shares in favour of IITL. The shares of WRL and CIPL have been transferred in favour of IITL on 24th May, 2017 and 26th May, 2017 respectively.

Having regards to the above interest expense for the year of ` 54,720,000/- is reversed and the loan amount and Investment in Preference shares of WRL have been classified as Current maturity of long term borrowings and Current portion long-term investments respectively.

2.35 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.

2.36 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.

2.37 Details of Specified Bank Notes (SBN) held and transacted during the period from 8th November, 2016 to 30th December, 2016, wherever applicable.

9392




Particulars SBNs Other denomination

notes

Total

Closing cash in hand as on 8th November, 2016

156,000 31,671 187,671

(+) Permitted receipts - 147,441 147,441 (-) Permitted payments - 99,337 99,337 (-) Amount deposited in Banks

156,000 - 156,000

Closing cash in hand as on 30th December, 2016

- 79,775 79,775

2.38 In terms of section 55 (2) (d) (ii) of the Companies Act 2013, premium payable on redemption of preference shares shall be provided for out of the profits of the company or out of the company’s security premium account, before such shares are redeemed. The Company has been amortising the premium payable on redemption of the preference shares over its tenure by debiting the securities premium account. During the year, provision for premium has been made to the extent of ` 13,300,000/- available in securities premium account as at 31st March, 2016. In the absence of profits for the year of the Company no provision has been made for the balance amount of proportionate premium of ` 39,000,000/-.

2.39 IITL Nimbus The Express Park View - Jointly Controlled Entity (the Firm) has stated in its Audited Financial Statements that interest (forming part of Construction WIP) of ` 34,798,105/- for the year in case of one of the loan from the Company’s holding company is not provided for and the matter is in discussion with the Company’s holding company. The Auditors of the Firm have drawn attention to this matter in their report on the financial statements of the Firm as at and for the year ended 31st March, 2017. As a result, Cost of Sales and the loss for the year is understated by ` 8,134,195/-.

2.40 The standalone financial statements of the Company have been prepared on a going concern basis, although the networth of the Company is negative as on 31st March, 2017, since the Company has through its joint ventures adequate unsold inventories which on sale is expected to generate profits based on, interalia, Management’s estimate of sale price and cost escalations.

2.41 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 a going concern basis.

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



SHUBHANGI LOHIA KAUSHIK DESAI Company Secretary Chief Financial Officer


9594



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

2016-2017Sr. 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, 2017 31st March, 2017 31st March, 2017 31st March, 2017 31st March, 2017

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

879,603 170,572,535 (36,696,462) 99,649,988 137,459,111

5. Profit/ (Loss) for the Year(a) Considered in Consolidation 153,379 (1,160,992) (21,585,396) 2,079,351 (16,709,865)

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.


Signatures to Note 1 and 2.1 to 2.38


SHUBHANGI LOHIA KAUSHIK DESAI Company Secretary Chief Financial Officer


9594



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 23rd Annual General Meeting of the Company held on Saturday, September 23, 2017 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 HALL23RD 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 23rd Annual General Meeting of the Company, to be held on Saturday, September 23, 2017 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, 2017 and reports of the Directors and Auditors thereon.2. To appoint a Director in place of Mr. Bipin Agarwal (DIN: 00001276) who retires by rotation. 3. Appointment of M/s. Maharaj N R Suresh And Co., Chartered Accountants, as Statutory Auditors and fixing their remuneration.Special Business4. Re-appointment of Mr. D.P. Goyal as Managing Director of the Company.5. Approval of Related Party Transactions under Section 188 of the Companies Act, 2013 read with Regulation 23 of SEBI (Listing Obligations and

Disclosure Requirements), Regulations, 2015 with Capital Infraprojects Private Limited and IITL-Nimbus The Hyde Park.6. Approval of Related Party Transaction under Section 188 of the Companies Act, 2013 read with Regulation 23 of SEBI (Listing Obligations and

Disclosure Requirements), Regulations, 2015.

Signed this…… day of……… 2017.

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.

Affix Re. 1/-

RevenueStamp

PB96



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.