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IITL Projects Ltd.

BSE: 531968 Sector: Infrastructure
NSE: N.A. ISIN Code: INE786E01018
BSE LIVE 09:17 | 05 Sep Stock Is Not Traded.
NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 31.40
PREVIOUS CLOSE 33.05
VOLUME 3
52-Week high 34.75
52-Week low 23.15
P/E
Mkt Cap.(Rs cr) 16
Buy Price 0.00
Buy Qty 0.00
Sell Price 31.40
Sell Qty 347.00
OPEN 31.40
CLOSE 33.05
VOLUME 3
52-Week high 34.75
52-Week low 23.15
P/E
Mkt Cap.(Rs cr) 16
Buy Price 0.00
Buy Qty 0.00
Sell Price 31.40
Sell Qty 347.00

IITL Projects Ltd. (IITLPROJ) - Director Report

Company director report

Dear Shareholders

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

Financial Performance

The summarized standalone and consolidated results of your Company and itsassociates/joint ventures are given in the table below.

(In Rs.)

Particulars

Financial Year ended

Standalone

Consolidated*
31/03/2016 31/03/2015 31/03/2016
Total Income 29306830 223314818 1329362105
Profit/(loss) before Interest Depreciation & Tax (EBITDA) (40453044) 56674830 (16986038)
Finance Charges 46134551 5156810 66203367
Depreciation 172212 244715 757867
Provision for Income Tax (including for earlier years) (138910) 5910104 1838146
Net Profit/(Loss) After Tax (86620897) 45363201 (85785418)
Profit/(Loss) brought forward from previous year (10335708) (55693654) (7009154)
Consolidation adjustment 9842469
Less: Depreciation on transition to Schedule II of the Companies Act 2013 on tangible fixed assets with nil remaining useful life. - (5255) -
Less: Profit for Associate for the year - - 150816
Profit/(Loss) carried to Balance Sheet (96956605) (10335708) (82801287)
From this the Directors have transferred to:
Special Reserve - - -
General Reserve - - -
Capital Redemption Reserve - - -
Leaving a balance to be carried forward (96956605) (10335708) (82801287)

* The Group has prepared and presented its consolidated financial statements for thefirst time and hence in terms of AS-21 corresponding (comparative) figures for theprevious year have not been presented.

Results of operations and state of Company's affairs

The total loss of the Company for the year ended on March 31 2016 is ' 293.07 lacswhich is lower by about 86.88 % over that for the previous year which was ' 2233.15 lacson account of completion of project of the company and due recognition of the income inaccordance with the accounting standard in force.

The loss mainly arose on account of the sluggish market conditions and consequentimpact on sales in the project developed through SPV.

Material changes and commitments that have occurred after the close of the year tilldate of this report which affects the financial position of the Company. Pursuant toSection 134(3) (I) of the Companies Act 2013.

No material changes and commitments have occurred after the close of the year till dateof this report which affects the financial position of the Company.

Extract of Annual Return

Pursuant to section 92(3) of the Companies Act 2013 ('the Act') and rule 12(1) of theCompanies (Management and Administration) Rules 2014 extract of annual return is Annexedas Annexure 1 in the prescribed Form MGT-9 which forms part of this report.

Consolidated Accounts

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

Business Overview

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

Apart from constructing its own project the Company is also engaged in construction ofresidential flats through Special Purpose Vehicles (SPVs) and these SPVs have beenallotted plots of land on long term lease under Builders Residential Scheme (BRS) of theNew Okhala Industrial Development Authority (NOIDA) and Yamuna Expressway Authority (YEA).The total lease hold area allotted to the Company alongwith SPVs is around 265000 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 beendeveloped and completed. The Project overall comprises of 4 towers and total 334residential flats of this 312 residential flats have been sold as on date. ResidentsWelfare Association (RWA) is in the formative stage and soon thereafter the complex willbe handed over to the Residents Association.

Projects being developed by the Company through SPVs:

1) The Hyde Park

2) The Golden Palms

3) Express Park View-II &

4) The Golden Palm Village

Statement containing salient features of Associate Companies/ Joint Ventures

Pursuant to sub-section (3) of section 129 of the Companies Act 2013 the statementcontaining the salient features of the financial statement of a company's associate andjoint ventures is given as Annexure 2.

Transfer to Reserves:

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

Dividend

In view of the losses incurred by the Company no dividend has been proposed for theyear ended March 31 2016.

Management Discussion and Analysis

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

Change in Capital Structure

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

Internal Financial controls and their adequacy

The Company has in place adequate financial controls with reference to financialstatements. The Internal Financial Controls commensurate with the size and nature ofbusiness of the Company. The Company engaged the services of M/s Deloitte Touche TohmatsuIndia Limited Liability Partnership ('DTILLP") external consultants for provingAdvisory Services in Internal Controls over Financial Reporting of the Company.

During the year the Company has appointed M/s JPJ & Associates a consulting/audit firm for determining the adequacy and operating effectiveness of Internal FinancialControl's operating in the Company and such controls were tested based on the Risk ControlMatrix (RCM) validated and Gap Analysis Report submitted by M/s Deloitte Touche TohmatsuIndia Limited Liability Partnership and no reportable material weaknesses in the design oroperation were observed.

Directors and Key Managerial Personnel Retiring by Rotation

As per the provision of the Companies Act 2013 and in accordance with the Articles ofAssociation of the Company Dr. B. Samal will retire at the ensuing AGM of the Company andbeing eligible seeks re-appointment. The Board recommends their re-appointment.

Resignation

Mr. R.S. Loona has resigned as the Director of the Company with effect from June 212016. The Board places on record its appreciation or the valuable contributions made byhim during his tenure as Director of the Company.

Chief Financial Officer

On the recommendation of the Nomination and Remuneration Committee the Board hasappointed Mr. Kaushik Desai as Chief Financial Officer cum Key Managerial Personnel of theCompany in its meeting held on January 29 2016.

Mr. Kaushik Desai also holds the position of Chief Financial Officer and Key ManagerialPersonnel of the Holding Company Industrial Investment Trust Limited as permitted by theCompanies Act 2013

Company Secretary and Compliance Officer

During the year Ms. Reena Shah Company Secretary KMP and Compliance Officer of theCompany resigned from the services of the Company. The resignation was effective fromApril 16 2016.

Consequent to Ms. Reena Shah's resignation the Board appointed Ms. Shubhangi Lohia asthe Company Secretary kMp and Compliance Officer of the Company. The appointment waseffective from April 18 2016.

Key Managerial Personnel

Pursuant to provision of Section 203 of the Companies Act 2013 the Key ManagerialPersonnel of the Company are - Mr. D.P. Goyal Managing Director Mr. Kaushik Desai ChiefFinancial Officer and Ms. Shubhangi Lohia Company Secretary & Compliance Officer ofthe Company.

Familiarization Programme for Independent Directors

The Company has formulated a Familiarization Programme for Independent Directors withan aim to familiarize the Independent Directors with the Company their roles rightsresponsibilities in the Company nature of the industry in which the Company operatesbusiness model of the Company etc. to provide them with better understanding of thebusiness and operations of the Company and so as to enable them to contributesignificantly to the Company.

The details of programme for familiarization of Independent Directors with the Companyare put up on the website of the Company under the web linkhttp://www.iitlprojects.com/AboutUs . aspx

Board Evaluation

The Board evaluated the effectiveness of its functioning and that of Committees andIndividual Directors based on the data collected from the Evaluation Forms which was beenreceived from all the Directors of the Company pursuant to the provision of the Act andthe Corporate Governance Requirements as prescribed by SEBI(Listing Obligations andDisclosures Requirements) Regulations 2015.

The aspect covered in the evaluation included the contribution to and monitoring ofcorporate governance development and periodic review of organization strategy andfulfillment of Director's obligations and fiduciary responsibilities including but notlimited to active participation at the Board and Committee Meetings.

Further the Independent Directors had their separate meeting within the year underreview wherein they reviewed the performance of the Board Chairman of the Board and ofother Non-Executive Directors.

Meeting of the Board

During the year five meetings of the Board of Directors were held. For details of themeeting of the Board please refer to the Corporate Governance Report which forms part ofthis report.

Directors' Responsibility Statement

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

(a) In preparation of the annual accounts for the year ended March 31 2016 theapplicable accounting standards read with requirements set out under Schedule III to theAct have been followed and there are no material departures from the same;

(b) Such accounting policies have been selected and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the company as at March 31 2016 and loss of the Company forthe year ended on that date;

(c) Proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

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

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

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

Corporate Governance

Your Company has been practicing the principles of good Corporate Governance over theyears and it is a continuous and ongoing process. A detailed Report on CorporateGovernance practices followed by your Company in terms of Regulation 34 of SEBI ListingRegulations 2015 together with a Certificate from the Auditors confirming compliance withthe 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 Directorsof the Company in accordance with Section 149(7) of the Companies Act 2013 that he/shemeets the criteria of independence as laid out in sub-section 6 of Section 149 of theCompanies Act 2013 confirming that they meet the criteria of independence as prescribedboth under the Act and in accordance with Regulation 16(b) of SEBI (Listing Obligationsand Disclosures Requirements) Regulations 2015.

Nomination and Remuneration policy

The Board of the Directors have framed the policy which lays down a framework inrelation to Remuneration of Directors Key Managerial Personnel and Senior Management ofthe Company. This policy also lays down criteria for selection and appointment of BoardMembers. The Nomination and Remuneration Policy is annexed at the end of the CorporateGovernance Report.

Particulars of Loans given Investments made Guarantees given and Securities provided

The details of loans given investments made guarantees given and securities providedare 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 earningsand 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 Committeefor Risk Management identifies evaluates analyses and prioritizes risks in order toaddress and minimize such risks. This facilitates identifying high level risks andimplement appropriate solutions for minimizing the impact of such risks on the business ofthe Company. The Committee submits its recommendations and comments for Board's review andnecessary action.

Related Party Transactions

The company has laid down a Related Party Transactions Policy for purpose ofidentification and monitoring of such transactions. The policy on Related PartyTransactions as approved by the Board is uploaded on the Company's weblink viz.http://www.iitlproiects . com/AboutUs.aspx.

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

However a NIL statement is annexed herewith as Annexure 3 in theprescribed Form AOC-2

None of the Directors has any pecuniary relationships or transactions vis-a-vis theCompany.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Corporate Social Responsibility Committee has formulated and recommended to theBoard a Corporate Social Responsibility Policy (CSR Policy) indicating the activities tobe undertaken by the Company which has been approved by the Board.

The CSR Policy is disclosed on the Company's website http://www.iitlproiects.com/AboutUs.aspx

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

Secretarial Audit

Pursuant to Provision of Section 204 of the Companies Act 2013 and rules madethereunder the Company has appointed M/s. Chandanbala Jain & Associates PracticingCompany Secretaries (CP No. 6400) to undertake the Secretarial Audit of the Company. TheSecretarial Audit Report is included as Annexure 5 and forms an integral part ofthis report. The said Report does not contain any adverse observation or qualificationrequiring explanation or comments from the Board under Section 134(3) of the CompaniesAct 2013.

Vigil Mechanism / Whistle Blower Policy

The Company has a Vigil Mechanism / Whistle Blower Policy to report to the managementinstances of unethical behavior actual or suspected fraud or violation of the company'scode of conduct. The details of the Vigil Mechanism policy have been provided in theCorporate Governance Report and also disclosed on the website of the Company viz.http://www.iitlproiects.com/AboutUs.aspx .

Auditors and Auditors Report

At the Annual General Meeting of the Company held on August 30 2014 M/s. DeloitteHaskins & Sells Chartered Accountants (Firm Registration No. 117365W) were appointedas the Statutory Auditors for the period of four years which is subject to annualratification by the members of the Company in terms of Section 139 of the Companies Act2013 read with Companies (Audit and Auditors) Rules 2014.

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

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

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

Significant and material orders passed by the regulators

During the period under review there were no significant and material orders passed bythe regulators/ courts or tribunals that would impact going concern status of the Companyand its future operations.

Particulars of Employees and related disclosures

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

1) The percentage increase in remuneration of each Director Chief Financial Officerand Company Secretary during the financial year 2015-16 ratio of the remuneration of eachDirector to the median remuneration of the employees of the Company for the financial year2015-16 and the comparison of remuneration of each Key Managerial Personnel (kMp) againstthe performance of the Company are as under:

Sr. No. Name of Director/KMP and Designation Remuneration of Director/KMP for financial year 2014-15 (' in lakh) % increase in Remuneration in the Financial Year 2015-16 Ratio of remuneration of each Director/to median remuneration of employees Comparison of the Remuneration of the KMP against the performance of the Company
1. Mr. D.P.Goyal Managing Director 2700000 A 0% 4.81 Profit Before Tax decreased by 269.11% and Profit After Tax decreased by 290.95% in financial year 2015-16.
2. Dr. B.Samal Non Independent Non-Executive Chairman 200000 (Sitting Fees) 11% 0.36 -
3. Mr. Bipin Agarwal Non Independent Non-Executive Director 100000 (Sitting Fees) 11% 0.18 -
4. Mr. R.S.Loona # Independent Director 260000 (Sitting Fees) 4% 0.46 -
5. Mr. Venkatesan Narayanan Independent Director 280000 (Sitting Fees) 4% 0.50 -
6. Mr. Milind S. Desai Independent Director 260000 (Sitting Fees) 18% 0.46 -
7. Mrs. Beroz Rumie Gazdar ## Independent Director 100000 (Sitting Fees) 400% 0.18 -
8. Ms. Reena Shah * Company Secretary 562500 22.28% Not Applicable Profit Before Tax decreased by 269.11% and Profit After Tax decreased by 290.95 % in financial year 2015-16.

a The remuneration of Mr. D.PGoyal is considered after excluding the amount ofreimbursement of expenses of ' 296263/- for the Financial Year 2015-16

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

## Ms. Beroz Rumie Gazdar was appointed as Independent Director by Board w.e.f30.03.2015

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

Notes:

1) The remuneration to Directors includes sitting fees paid to them for the financialyear 2015-16.

2) The Median remuneration of employees of the Company during the financial year2015-16 was ' 5.60 lakh

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

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

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

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

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

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

7) a) Variation in market capitalization of the Company :

The market capitalization as on March 31 2016 was '1297.63 lakh (' 1023.13 lakh as onMarch 31 2015)

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

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

8*) Average remuneration made in the last financial year i.e 2014-15 was '765338 whereas for current financial year i.e 2015-16 the same stood at '729379 signifying a decrease of 4.69%.

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

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

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

11) Pursuant to Rule 5(1)(xii) of the Companies (Appointment and Remuneration ofManagerial Personnel)Rules 2014 it is affirmed that the remuneration paid to theDirectors Key Managerial Personnel and senior management is as per the RemunerationPolicy of the Company.

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

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

Public Deposits

The Company has not accepted any deposits in terms of Chapter V of the Companies Act2013 read with Companies (Acceptance of Deposit) Rules 2014 from the public during theyear under review.

Disclosure under the Sexual Harassment of Women at Workplace (Prevention. Prohibitionand Redressal) Act 2013:

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

The following is a summary of sexual harassment complaints received and disposed offduring the year 2015-2016:

• 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 havecontributed to the growth and performance of your Company.

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

Your Directors also thank the Central and State Governments and other statutoryauthorities for their continued support.

For and on behalf of the Board

IITL Projects Limited

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