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IITL Projects Ltd.

BSE: 531968 Sector: Infrastructure
NSE: N.A. ISIN Code: INE786E01018
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OPEN 21.60
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VOLUME 100
52-Week high 28.25
52-Week low 18.30
P/E
Mkt Cap.(Rs cr) 11
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

IITL Projects Ltd. (IITLPROJECTS) - Director Report

Company director report

Dear Shareholders

Your Directors are pleased to present the 26th Annual Report on the business andoperations of the Company and accounts for the Financial Year ended March 31 2020.

Financial Performance

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

(Rs In lacs)

Particulars

Standalone

Consolidated

2019-2020 2018-2019 2019-2020 2018-2019
Revenue from Operations 94.41 88.28 94.41 58.28
Other Income 19.26 15.02 19.26 15.02
Operating Profit before Finance Costs Depreciation Tax and Extraordinary Items (106.20) (376.61) (106.20) (356.61)
Less: Depreciation and amortization expenses 0.05 0.11 0.05 0.11
Finance Cost 401.03 364.71 401.03 364.71
Profit/(loss) before Tax and Exceptional Items (507.28) (741.43) (507.28) (721.43)
Share of net Profit/(loss) of Joint Ventures / Associate (1279.29) (845.34) (1281.95) (827.37)
Add: Exceptional Items - - - -
Less: tax 0.75 (0.39) (0.75) (0.39)
Net Profit/(loss) for the Year from Continuing Operations (1787.32) (1586.38) (1789.98) (1548.41)
Net Profit/(loss) for the Year from Discontinued Operations - - - -
Profit/(loss) for the Year (1787.32) (1586.38) (1789.98) (1548.41)
Other Comprehensive Income (0.22) (0.53) (0.22) (0.53)
Total comprehensive Income for the year net of tax (1787.10) (1585.85) (1789.76) (1547.88)
Profit/(loss) for year attributable to Equity holders of the parent company - - - -
Non-controlling interest - - - -
Total comprehensive income for the year attributable to Equity holders of the parent Company (1787.10) (1585.85) (1789.76) (1547.88)
Non-controlling interest - - - -

Note: Previous year figures have been regrouped/ rearranged wherever necessary.

Results of operations and State of Company's affairs

The total Income of the Company for the year ended on March 31 2020 is ' 113.67 lakhsas compared to previous year which was ' 103.30 lakhs. On consolidation basis the incomeof the Company increased to '113.67 lakhs as compared to ' 73.30 lakhs in the previousyear and loss accounted to '1789.98 lakhs in the current year as compared to ' 1548.41lakhs in the previous year. Total comprehensive income for the F.Y. 2019-2020 is negative' 1789.76 lakhs as compared to negative ' 1547.88 lakhs in the previous year.

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

Except as disclosed elsewhere in this report there were no material changes andcommitments that have occurred after the close of the financial year till the date of thisreport 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 isappended as Annexure 1 in the prescribed Form MGT-9 which forms part of this report.

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

Consolidated Accounts

The Consolidated Financial Statements of your Company for the financial year 2019-2020are prepared in accordance with the Indian Accounting Standards (Ind AS) as notified bythe Ministry of Corporate Affairs and pursuant to applicable provisions of the CompaniesAct 2013 read with relevant Accounting Standards issued by the Institute of CharteredAccountants of India and the Listing Regulations. The Consolidated Financial Statementshave been prepared on the basis of audited financial statements of the Company itsAssociate 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 (GNIDA). The construction has been completed and the flats are handed over tothe purchasers.

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 basis under Builders Residential Scheme (BRS)of the New Okhla Industrial Development Authority (NOIDA) Greater Noida IndustrialDevelopment Authority (GNIDA) and Yamuna Expressway Industrial Development Authority(YEIDA). The total lease hold area allotted to the Company alongwith SPVs is around265000 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 comprises of multi-stored towers/ buildings havingresidential flats along with other common services and facilities. The Project overallcomprises of 4 towers of total 334 residential flats of which 318 residential flats havebeen sold as on March 31 2020 and possession of 314 flats have been handed over.Residents Welfare Association (RWA) was formed and the complex is now completely handedover to the Residents Welfare Association.

Projects being developed by the Company through SPV's:

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

1. The Hyde Park

2. The Golden Palms

3. Express Park View-II: The firm has made an application for partial surrender ofproject land as provided under Project Settlement Policy (PSP) and the same has beenaccepted by Greater Noida Industrial Development Authority (GNIDA) which would beprocessed as per the terms and conditions of PSP. After that the firm has made someproposal for partial surrender of remaining land under PSP Since no further communicationwas received from the Authority the Firm has decided to withdraw the application forpartial surrender of land made under PSP and to construct the commercial phase.Consequently the firm has applied for the registration of commercial phase under RERA ason 30.09.2020 and get registered with RERA.

4. The Golden Palm Village: Yamuna Expressway Industrial Development Authority (YEIDA)came out with Project Settlement Policy (PSP) dated 15.12.2016 to allow partial surrenderof project land due to slow down and recession in Real Estate Industry. The Firm appliedfor partial surrender of project land as provided in PSP vide their letter dated30.05.2017 and alternatively the firm has also requested for reschedulement of its entireliability if request for partial surrender of land is not accepted in any case. As perletter dated 12.06.2017 from the Authority Firm's application was accepted by Board ofYEIDA which would be processed as per terms and conditions of PSP.

A separate note on the status of the projects developed through SPV's are highlightedin the Management Discussion Analysis (MDA) Report and forms an integral part of thisreport.

Impact of Pandemic CoVID -19

During the last quarter of the year under review the incidence of COVID-19 developedinto a global pandemic. The lockdowns and restrictions imposed on various activities dueto COVID-19 pandemic have posed challenges to the business of the Company. COVID-19pandemic has impacted world economy badly and company is not an exception

CoVID-19 had a significant impact on the Construction Industries. Due to therestrictions put in place by the Government during lockdown all the construction activityincluding office routine though mere for us has halted. Construction sector which wasalready reeling with multiple challenges after imposition of Real Estate (Regulation andDevelopment) Act 2016 GST increase in stamp duty etc has now been affected severely.Currently the situation at site is that no labourers are available and/or otherwise thereis significant increase in labour cost due to migration of unskilled and semi-skilledpeople back to their villages as a result of CoVID- 19.

CoVID-19 pandemic induced lockdown was imposed pan- India w.e.f. March 23 2020initially for three weeks and later it was extended further and is still going on in someof the districts/states of the country as on the date of this report. CoVID-19 pandemichas thrown up big challenges for India's real estate industry. The nationwide lockdown andthe consequent suspension of economic activity have led to slum in sales halt inconstruction at ongoing project launches. With threat of job losses keeping the consumersentiment down people are deferring their big ticket purchases like homes.

The COVID 19 situation would have a negative impact on the Company and its AssociatesCompanies /Joint ventures for the last month of the previous financial year and the firstquarter of the current financial year. The quantum of impact cannot be presentlyascertained

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 containingthe salient features of the financial statements of Associate Company and Joint Venturesare given in Form AOC-1 and forms an integral part of this report as Annexure 2.

Transfer to Reserves:

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

In view of the losses incurred by the Company no dividend has been proposed for theyear ended March 31 2020.

Management Discussion and Analysis

The Management Discussion and Analysis Report capturing your Company's performanceindustry trends and other material changes with respect to your Companies and itsjoint-ventures wherever applicable is provided in a separate section and forms anintegral part of this report as required under Regulation 34 of SEBI (Listing Obligations& Disclosures Requirements) Regulations 2015.

Change in Capital Structure

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

Internal Financial controls and their adequacy

The Board has adopted policies and procedures for ensuring the orderly and efficientconduct of its business including adherence to the Company's policies the safeguardingof its assets the prevention and detection of fraud error reporting mechanisms theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial disclosures.

M/s J.P.J Associates LLP Chartered Accountants a consulting / audit firm wereappointed for determining the adequacy and operating effectiveness of the existingInternal Financial Controls over Financial Reporting of the Company on behalf of themanagement.

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

Directors and Key Managerial Personnel

Retiring by Rotation

In accordance with the provisions of Section 152 and other applicable provisions ifany of the Companies Act 2013 read with Companies (Appointment and Qualification ofDirectors) Rules

2014 including any statutory modification(s) and re-enactment(s) thereof for the timebeing in force) and the Company's Articles of

Association Dr. B. Samal retires by rotation at the ensuing Annual General Meeting ofthe Company and being eligible offers himself for re-appointment.

However in view of the SEBI (Listing Obligations and Disclosure Requirements)(Amendment) Regulations 2018 dated 9th May 2018 which came into force with effect from1st April 2019 no listed entity can continue the directorship of any person as anonexecutive director who has attained the age of 75 (seventy five) years unless a specialresolution is passed to that effect.

At the 24th Annual General Meeting (AGM) held on September 21 2018 the shareholdersof the Company approved the re-appointment of Dr. B. Samal (DIN: 00007256) aged 77 yearsas a Non-Executive Non-lndependent Director (designated as Chairman) of the Companywhose office shall be liable to retire by rotation in compliance of Section 102 of theAct read with the amended Regulation 17 (1A) of the SEBI (LODR) Regulations 2015.Accordingly no further approval is being sought regarding the same.

Resignation & Appointment

(a) Changes in Director and Key Managerial Personnel During the year under reviewfollowing changes took place:

i. Mr. Safal Jain resigned from the post of Company Secretary (KMP) of the Company fromthe close of the business hours on January 16 2020.

ii. Based on the recommendation of the Nomination and Remuneration Committee the Boardof Directors appointed Ms. Poonam Gupta as Company Secretary of the Company as well asdesignated her as "Key Managerial Personnel" (KMP) pursuant to Sections 203 ofthe Companies Act 2013 read with the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 w.e.f. February 13 2020

After the closure of Financial Year 2019-2020 following changes took place:

i. Mr. D. P Goyal (DIN:03132505) Managing Director resigned from the Company w.e.f.May 08 2020. The Board of Directors places on record its appreciation towards Mr. D. PGoyal's contributions during his tenure as a Managing Director of the Company.

ii. Based on the recommendation of the Nomination and Remuneration Committee the Boardof Directors appointed Mr. Ajay Dey as Manager of the Company as well as designated him as"Key Managerial Personnel" (KMP) pursuant to Sections 203 of the Companies Act2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 w.e.f. June 25 2020.

iii. Mr. Hemang Ladani Chief Financial Officer (KMP) resigned from the Company w.e.f.from the close of the business hours on July 25 2020.

Key Managerial Personnel

Pursuant to the provisions of Section 203 of the Companies Act 2013 the Key ManagerialPersonnel of the Company are - Mr. Ajay Dey Manager and Ms. Poonam Gupta CompanySecretary & Compliance Officer of the Company.

Familiarization Programme

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. In addition to the above Directors are periodically advisedabout the changes effected in the Corporate Law and Listing regulations with regard totheir roles rights and responsibilities as Directors of 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 link http://www.iitlproiects.com/investorRelations.aspx#.

Evaluation of Board its Committees and Individual Directors

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

The process for evaluation of the performance of the Director(s) / Board / Committeesof the Board for the financial year 2019-2020 was initiated by the Nomination andRemuneration Committee by sending out questionnaires designed for the performanceevaluation of the Directors Committees Chairman and the Board as a whole. The Committeealso forwarded their inputs to the Board for carrying out the Performance Evaluationprocess effectively.

In terms of provisions of Companies Act 2013 and Schedule II - Part D of Securitiesand Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 the Board carried out the annual performance evaluation of its own including thevarious Committees and individual Directors with a detailed questionnaire covering variousaspects of the Boards functioning like composition of Board and its Committees Boardculture performance of specific duties and obligations.

In a separate meeting of Independent Directors performance of Non-IndependentDirectors performance of the Board as a whole and performance of the Chairman wasevaluated. Based on the feedback received from the Independent Directors and taking intoaccount the views of Executive Directors and the Non-Executive Directors the Boardevaluated its performance on various parameters such as composition of Board and itscommittees experience and competencies performance of duties and obligationscontribution at the meetings and otherwise independent judgment governance issueseffectiveness of flow of information.

Meeting of the Board

During the year under review six meetings of the Board of Directors were held. Thedetails of the Meetings of the Board of Directors of the Company convened during thefinancial year 2019-2020 are given in the Corporate Governance Report which forms part ofthis Annual Report. The maximum interval between any two meetings did not exceed 120 daysas prescribed in the Companies Act 2013.

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 312020 theapplicable accounting standards read with requirements set out under Schedule III of theCompanies Act 2013 have been followed and there are no material departures from thesame;

(b) the Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company as at March 312020 and loss of theCompany for the 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 as prescribed by SEBI in Chapter IV readwith Schedule V of Listing Regulations together with a Certificate from the Auditorsconfirming compliance with the conditions of Corporate Governance are provided separatelyin this Annual Report.

Declaration by Independent Directors

The Company has received declarations from all the Independent Directors of theCompany confirming that they meet the criteria of independence as prescribed both underSection 149(7) of the Companies Act 2013 and Regulation 16(b) of Securities and ExchangeBoard of India (Listing Obligations and Disclosure

Requirements) Regulations 2015. Further the Independent Directors of the Company haveregistered themselves with Indian Institute of Corporate Affairs for empanelment in thedatabank of Independent Directors.

Nomination and Remuneration Policy

The Board of the Directors has 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 as approved by the Board is uploaded onthe Company's weblink viz. http://www.iitlproiects.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 providedunder the provision of Section 186 of the Companies Act 2013 are given in the Notes tothe 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 identifies evaluatesanalyses and prioritizes risks in order to address and minimize such risks. Thisfacilitates identifying high level risks and implement appropriate solutions forminimizing 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 ofidentification and monitoring of such transactions. The policy on Related PartyTransactions as approved by the Board is uploaded on the Company's web link viz.http://www.iitlproiects. com/POLICY-on-materialitv-of-Related-Partv-Transactions.pdf

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

The details of the related party transactions as per Indian Accounting Standard 24 areset out in Note No. 25 to the Standalone Financial Statements forming part of this report.

The Particulars of material contracts or arrangements made with related partiesreferred to in Section 188(1) of the Companies Act 2013 in the prescribed Form AOC-2 isappended as Annexure 3 to the Directors' Report.

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 isdisclosed on the Company's website http://www.iitlproiects.com/AboutUs.aspx

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

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

Statutory Auditor

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

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

Auditors' Report

There are no qualifications reservations or adverse remarks made by M/s. Maharaj N RSuresh and Co. Statutory Auditors in their report for the financial year ended March 312020.

The statutory Auditor of the Company has observed that "In view of current statusof the Real estate industry and in particular the adverse cash flows of the Joint Venturesnamely IITL-Nimbus The Express park view IITL-Nimbus The Palm Village and Capital infraprojects private limited their ability to continue as going concern is doubtful. Furtherconsidering that the company has also incurred net Loss of ' 1787.32 lakhs for the yearand the current liabilities exceeded its Total assets indicate that a material uncertaintyexists that may cast significant doubt on the company's ability to continue as a GoingConcern."

Internal Auditor

Pursuant to provisions of Section 138 of the Companies Act 2013 read with Companies(Accounts) Rules 2014 the Company has appointed "M/s. Sheetal Patankar &Co." a firm of Chartered Accountants in practice as Internal Auditors of the Companyfor the Financial Year 2020-2021.

Secretarial Audit

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

Secretarial Compliance Report

M/s. Chandanbala Jain & Associates Practicing Company Secretary (CP No. 6400) havesubmitted Annual Secretarial Compliance Report for the financial year 2019-2020 for allapplicable compliances as per Securities and Exchange Board of India Regulations andCirculars/Guidelines issued thereunder and the same was submitted to stock exchange on27th June 2020.

The annual secretarial compliance report is required to be submitted by the listedentity to the stock exchange within 60 days of the end of the financial year. In view ofthe CoVID-19 pandemic SEBI has vide Circular dated March 19 2020 provided relaxationfrom the compliance of submission of annual Secretarial Compliance Report for the yearended March 312020 upto June 30 2020

Significant and material orders passed by the regulators

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

Particulars of Employees and related disclosures

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

The percentage increase in remuneration of each Director Chief Financial Officer andCompany Secretary during the financial year 2019-2020 ratio of the remuneration of eachDirector to the median remuneration of the employees of the Company for the financial year2019-2020 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 Remuneration of Director/ KMP for financial year 2019-2020 (in ') % Increase/ Decrease in remuneration in the Financial Year 2019-2020 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.PGoyal Managing Director 2700000 A 0% 5.16 Loss before tax stood at ' 1788.07 lakhs for the year ended March 31 2020 as compared to ' 1586.78 lakhs in the previous year.
2. Dr. B. Samal Non Independent Non-Executive Chairman 220000 (Sitting Fees) (15.38) 0.50
3. Mr. Bipin Agarwal Non Independent Non-Executive Director 80000 (Sitting Fees) (33.33) 0.23
4. Mr. Venkatesan Narayanan Independent Director 340000 (Sitting Fees) (5.56) 0.69 -
5. Mr. Milind S. Desai Independent Director 320000 (Sitting Fees) (5.88) 0.65 -
6. Mrs. Sujata Chattopadhyay Independent Director 220000 (Sitting Fees) 57.14 0.27 -
7. Mr. Safal Jain Company Secretary## 503187 Not Applicable Not Applicable Loss before tax stood at ' 1788.07 lakhs for the year ended March 31 2020 as compared to ' 1586.78 lakhs in the previous year.
8. Ms. Poonam Gupta Company Secretary* 96664 Not Applicable Not Applicable Loss before tax stood at ' 1788.07 lakhs for the year ended March 31 2020 as compared to ' 1586.78 lakhs in the previous year.

a The remuneration of Mr. D.P.Goyal is considered after excluding the amount ofreimbursement of expenses of ' 297458/- for the Financial Year 2019-2020.

## Mr. Safal Jain resigned as Company Secretary w.e.f. January 16 2020.

* Ms. Poonam Gupta was appointed as Company Secretary w.e.f. February 13 2020.

Notes:

1) The remuneration to Directors includes sitting fees paid to them for the financialyear 2019-2020.

2) The Median remuneration of employees of the Company during the financial year2019-2020 was ' 523008/-.

3) Median remuneration of employees in the last financial year i.e. 2018-19 was '639600/-whereas for current financial year i.e. 2019-2020 the same stood at '523008/- signifying a decrease of 18.23%.

4) There were four permanent employees (including KMPs) on the rolls of Company as onMarch 31 2020;

5) Average remuneration made in the last financial year i.e. 2018-19 was ' 1064181/-whereas for current financial year i.e. 2019-2020 the same stood at ' 1175960/-signifying an increase of 10.50%.

* Only employees other than KMP i.e. WTD / CFO / CS and who were employees in both theyears i.e. 2019 and 2020 have been considered.

6) 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 received regarding sexual harassment. All employees (permanenttemporary trainees) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed offduring the year 2019-2020:

• No. of complaints received - Nil

• No. of complaints disposed off - Nil GENERAL

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

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

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

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

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

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

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 Dr. B. Samal
Director Chairman
(DIN: 00001276) (DIN: 00007256)
Place: Mumbai
Date: September 10 2020

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