Mar 31, 2014
The Members,
The Directors have pleasure in presenting the 20th Annual Report of
the Company together with the Audited Accounts for the year ended March
31,2014.
COMPANY PERFORMANCE:
A) Financial Highlights
The salient features of the Company''s financial results for the year
under review are as follows:
(Rs. In Lakhs)
Particulars For the year ended For the year ended
March 31, 2014 March 31, 2013
Total Income 2089.07 1705.90
Profit/(Loss) before
Depreciation & Tax (315.87) (207.93)
Less: Depreciation 1.35 1.32
Profit/(Loss) before tax (317.22) (209.25)
Less: Provision for Tax (2.40) (1.03)
Profit/(Loss) after tax (314.80) (208.22)
Add: Balance brought
forward (242.13) (33.91)
Amount available for
appropriation (556.93) (242.13)
Balance carried to
Balance Sheet (556.93) (242.13)
B) Operational Highlights:
The total income of the Company for the year ended on March 31,2014 is
Rs. 2089.07 lakhs which is higher by about 22.46% over that for the
previous year which was Rs. 1705.90 lakhs, on account of considerable
progress in various projects and due recognition of the accrued income
in accordance with the accounting standard in force. However, pending
completion of the projects and as per the followed Accounting
Standards, the operations, resulted in pre-tax loss of Rs. 317.22 lakhs
for the year as against the pre-tax loss of Rs. 209.25 lakhs for the
preceding year.
DIVIDEND:
In view of the losses incurred by the Company, no dividend has been
proposed for the year ended March 31,2014.
BUSINESS:
Your Company is engaged in Real Estate business, construction of
residential complexes in the National Capital Region ((NCR). It has
acquired plots of land on long term lease, under Builders Residential
Scheme (BRS) of the Greater Noida Industrial Development Authority
(GNIDA), NewOkhala Industrial Development Authority (NOIDA) and Yamuna
Expressway Authority (YEA).
Apart from constructing its own project, the Company has also
undertaken project through four Special Purpose Vehicles (SPVs) i.e
three partnership firms and one private limited company. The total
lease hold area allotted to the Company alongwith SPVs is around
2,65,000 sq. meters and total number of flats under various stages of
construction are around 9000.
Project being developed bv the Company:
Express park View I:- Your Company is pleased to apprise that its own
project ''Express Park View-I'' located at one of the prime location
in Greater Noida at Yamuna Expressway Authority near pari chowki,
admeasuring area of around 10043.31Sq.m is nearing completion.
The process of handing over of the flats in one of the towers of the 4
towers has commenced and the possession for the balance will follow
soon.
Projects being developed bv the Company alonawith SPVs:
The Hyde Park: - This project is located in Sector 78 of Noida and is
adjoining a large cluster of premium Housing Projects on one side and
green area on the other side. The lease hold area allotted to the
project is around 60348.53 Sq.m.
It is scheduled to be completed in two phases. The structural work of
Phase I consisting of 16 towers is completed and finishing work is in
progress. Phase II consisting of 7 towers, the structural work is
completed till the 15th floor.
The possession of flats in Phase I of the project is scheduled to be
delivered in August 2015 and phase II scheduled to be delivered in
September 2016.
The Golden Palms: - The project is located on Noida-Greater Noida
Expressway at a very attractive location. The lease hold area allotted
to the project is around 39999.76 Sq.m.
The project is under construction and it is scheduled to be completed
in three phases, the first phase by 2014-15, second by 2015-16 and
third by 2016-2017.
Express Park View II: - The project is located at Plot GH-10C, CHI-V,
Expressway, Greater Noida. The lease hold area allotted to the project
is around 52493.16 Sq.m.
The Project is under construction and it is scheduled to be completed
in three phases, the first phase by 2015-2016, second by 2016-2017 and
third by 2017-2018.
The Golden Palm Village: - The project is located at Sector 22A, Yamuna
Expressway. The lease area hold area allotted to the project is around
102995.70 Sq.m. The excavation work has commenced alongwith pilling
work. It is scheduled to be constructed in seven phases over a period
of 10 years.
CORPORATE SOCIAL RESPONSIBILITY (CSR):
The Company is conscious of its social responsibility and ensuing CSR
in our projects, like avoiding tree-cutting, undertaking tree- planting
and rain water harvesting so as to ensure green and healthy
environment. The Company will take proactive measures to ensure
environment protection.
CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION
& FOREIGN EXCHANGE EARNINGS AND OUTGO:
The Company''s core activity is Real Estate and related activities which
are not power intensive. The Company, however, is making every effort
to conserve the usage of power. During the year under review, the
Company did not earn any foreign exchange and there were no expenditure
in foreign exchange. The other information as prescribed under the
Companies (Disclosure of Particulars in the Report of Board of
Directors) Rules, 1988 are not applicable
PARTICULARS OF EMPLOYEES:
The Company maintained cordial relation with employees. There are no
employees coming under the purview of Section 217 (2A) of the Companies
Act, 1956.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
The Management Discussion and Analysis Report, forming part of this
report, as required under Clause 49(IV)(F) of the Listing Agreement
with the Stock Exchange, is attached separately in this Annual Report.
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 Clause 49(VI) of the Listing Agreement together
with a Certificate from the Auditors confirming compliance of Corporate
Governance are provided separately in this Annual Report.
PUBLIC DEPOSITS:
The Company has not accepted/renewed any public deposits during the
year under review.
DIRECTORS:
The term of Mr. D.P. Goyal, Managing Director expired on July 04, 2014.
The Board of Directors, at its meeting held on May 19, 2014, and based
on the recommendation of Remuneration Committee Meeting held on even
date have re-appointed Mr. D.P. Goyal as Managing Director of the
Company for a further period of 2 years w.e.f. July 05, 2014 to July
04, 2016, subject to the approval of Shareholders.
The Companies Act, 2013 provides for appointment of Independent
Directors. Sub section (10) of Section 149 of the Companies Act, 2013
(effective April 1, 2014) provides that independent directors shall
hold office for a term of up to five consecutive years on the Board of
a company; and shall be eligible for re-appointment on passing a
special resolution by the shareholders of the company.
Sub section (11) states that no independent director shall be eligible
for more than two consecutive terms of five years. Sub section (13)
states that the provisions of retirement by rotation as defined in sub
sections (6) and (7) of Section 152 of the Act shall not apply to such
independent directors.
In accordance with the provisions of the Companies Act, 2013 and in
terms of the Articles of Association of the Company, Dr. B. Samal and
Mr. Bipin Agarwal, Directors retire at the ensuing Annual General
Meeting.
The Company has received Notices in writing from a Member alongwith the
deposit of the requisite amount under Section 160 of the Act proposing
the candidatures of Mr. R.S. Loona, Mr. Venkatesan Narayanan and Mr.
Milind S. Desai for the office of Independent Directors of the Company.
The Company has received declarations from all the Independent
Directors of the Company confirming that they meet with the criteria of
independence as prescribed both under sub-section (6) of Section 149 of
the Companies Act, 2013 and under Clause 49 of the Listing Agreement
with the Stock Exchanges.
Brief Resume of the Directors, nature of expertise in specific
functional areas, names of companies in which the Directorship is held
and the membership of the Committees of the Board and their
shareholdings in the Company are given in the Notice for the ensuing
Annual General Meeting.
Mr. Jayant Godbole has tendered his resignation from the conclusion of
Board Meeting held on July 24, 2014.
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Board
reports that:
- In the preparation of the annual accounts for the financial year
ended March 31, 2014, the applicable accounting standards had been
followed along with proper explanation relating to any material
departures;
- Such accounting policies had been selected and applied consistently
and judgments and estimates, made that are reasonable and prudent so as
to give a true and fair view of the state of affairs of the Company at
the end of the financial year and of the loss of the Company for the
year under review;
- Proper and sufficient care had been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956, for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;
- The annual accounts for the financial year ended March 31,2014 had
been prepared on a ''going concern'' basis.
AUDITORS:
M/s Deloitte Haskins & Sells, Chartered Accountants (Firm Registration
No. 117365W), retire at the conclusion of the ensuing Annual General
Meeting. They have been Statutory Auditors of the Company from
Financial Year 2008-09 i.e. for a continuous
period of 6 years including Financial Year 2013-2014. In terms of the
Companies Act, 2013 ("the new Act") and the Rules framed
thereunder, it is proposed to appoint them as Statutory Auditors of the
Company to hold office from the conclusion of the ensuing Annual
General Meeting, until the conclusion of the 24th Annual General
Meeting of the Company to be held in the Year 2018 (subject to
ratification of their appointment by the Members at every Annual
General Meeting held after the ensuing Annual General Meeting).
As required under the provisions of section 139(1) of the new Act, the
Company has received a written consent from M/s Deloitte Haskins &
Sells, Chartered Accountants to their being appointed and a
Certificate, to the effect that their re-appointment, if made, would be
in accordance with the new Act and the Rules framed thereunder and that
they satisfy the criteria provided in section 141 of the new Act.
The Members are requested to elect Auditors as aforesaid.
ACKNOWLEDGEMENT:
The Directors wish to acknowledge and place on record their
appreciation to all stakeholders, customers, suppliers, business
associates, banks, and Regulatory and Governmental authorities for
their cooperation, assistance and support. The Directors also thank all
their employees for their dedicated services and the shareholders for
their sustained confidence.
For and on behalf of the Board of Directors
Sd/-
Dr. B.Samal
Mumbai, July 24, 2014 Chairman
(DIN: 00007256)
Mar 31, 2013
To The Members,
The Directors have pleasure in presenting the 19th Annual Report of
the Company together with the Audited Accounts for the year ended March
31, 2013.
COMPANY PERFORMANCE:
A) Financial Highlights
The salient features of the Company''s fnancial results for the year
under review are as follows:
(Rs. In Lakhs)
Particulars For the
year ended For the
year ended
March 31, 2013 March 31, 2012
Total Income 1476.31 2049.03
Proft/(Loss) before
Depreciation & Tax (207.93) (126.95)
Less: Depreciation 1.32 1.65
Proft/(Loss) before tax (209.25) (128.60)
Less: Provision for Tax (103) (0.82)
Income tax adjustment for prior Years
Proft/(Loss) after tax (208.22) (127.78)
Add: Balance brought forward (33.91) 93.87
Amount available for appropriation (242.13) (33.91)
Balance carried to Balance Sheet (242.13) (33.91)
B) Operational Highlights: Apart from constructing its own project, the
Company has also undertaken project through four Special Purpose
Vehicle (SPV) The total income of the Company for the year under i.e
three partnership frms and one private limited company. The review at Rs.
1476.31 lakhs was lower by 27.95% to that of the previous year at X
2049.03 lakhs, on account of total lease hold area allotted to the
Company alongwith SPV''s is considerable sluggishness in the demand of
housing around 2,65,000 sq. meters and total number of fats under
various projects and general economic slowdown. This has resulted
stages of construction are around 9000. in pre-tax loss of Rs. 209.25
lakhs for the year as against the Projects Owned by the Company:
pre-tax loss ofRs. 128.60 lakhs for the preceding year.
Express park View I :- Your Company had been allotted land admeasuring
10043.31Sq.m. by Greater Noida Industrial In view of the losses
incurred by the Company, no dividend has Development Authority (GNIDA)
under BRS Scheme. A complex been proposed for the year ended March 31,
2013. of 334 apartments of 2/3 BHKtypes in 4 high rise buildings,
under the name and style of the Express Park View, is under
construction.
BUSINESS:
The project is marketed jointly with Nimbus Projects Ltd. It is Your
Company is engaged in Real Estate business, construction of scheduled
to be completed in 2013. The structural work of the residential
complexes in the National Capital Region ((NCR). It has Project is
completed and fnishing work is in progress. acquired plots of land on
long term lease, under Builders Residential Scheme (BRS) of the Greater
Noida Industrial Development Projects Owned by the Company alongwith
SPV''s: Authority (GNIDA), NewOkhala Industrial Development Authority
The Hyde Park: - In consortium with Nimbus Projects Limited
(NOIDA) and Yamuna Expressway Authority (YEA). and Supertech Limited,
a Special Purpose Partnership Firm was
incorporated as ''IITL NIMBUS THE HYDE PARK NOIDA''. The SPV has
undertaken construction of 2044 apartments in 23 high rise buildings,
on a land of around 60348.53 Sq.m. allotted on 90 years'' lease by Noida
Authority. It is scheduled to be completed in two phases, frst phase by
2013-14 and the second by 2014-15.
The Golden Palms: - The Golden Palms project comprising of 1408
apartments in 14 high rise buildings, is coming up on a land
admeasuring around 39999.76 Sq.m. allotted on 90 years'' lease by NOIDA.
It is scheduled to be completed by 2014-15. This project has been
undertaken through equal equity participation by your company and
Nimbus Projects Limited in a Private Limited Company viz Capital
Infraprojects Private Limited.
Express Park View II: - In consortium with Nimbus Projects Limited and
Assotech Limited a Special Purpose Partnership Firm was incorporated as
''IITL NIMBUS THE EXPRESS PARK VIEW. The SPV has undertaken construction
of 1668 apartments on a land of around 52493.16 Sq.m. allotted on 90
years'' lease by GNIDA under Builder Residential Scheme 05/2010-2011.
The Project is under implementation and is scheduled to be completed in
two phases, the frst phase by 2015-16 and the second by 2017-18.
The Golden Palm Village: - In consortium with Nimbus Projects Limited
and Assotech Limited a Special Purpose Firm was incorporated as ''IITL
NIMBUS THE PALM VILLAGE''. The SPV has undertaken construction of 3840
apartments. On a land of around 102995.70 Sq.m. Architectural drawing
of the projects has been approved by Yamuna Expressway Authority and
boundary wall work has been commenced at site. It is scheduled to be
constructed in seven phases over a period of 10 years.
PREFRENTIAL ALLOTMENT:
Pursuant to the Special Resolution passed by the Shareholders of the
Company through Postal Ballot on December 24, 2012 for issue and
allotment of 12% Non Convertible, Cumulative, Redeemable Preference
Shares to Promoter, your Company had issued and allotted 70,00,000
(Seventy Lakhs) 12% Non Convertible, Cumulative, Redeemable Preference
Shares of the Company on private placement basis, to Industrial
Investment Trust Limited (IITL) The Holding Company, of Face Value of Rs.
10/- (Rupees Ten) each, at a price of Rs. 50/- (including a premium of Rs.
40/- per share) aggregating to Rs. 35 Crores.
CHANGE IN SHARE CAPITAL STRUCTURE:
Authorized Share Capital
Pursuant to the Special Resolution passed by the Shareholders of the
Company through Postal ballot, the Authorized Share Capital of the
Company has been reclassifed into 1,00,00,000 (One Crore) Equity Shares
ofRs. 10/- (Rupee Ten Only) each and 1,50,00,000 (One Crore Fifty Lakhs)
Preference Shares ofRs. 10/- (Rupee Ten Only) each.
Issued & Paid-Up Share Capital
Consequent upon issue and allotment of Preference Share, the Issued and
Paid-Up Share Capital of the Company is divided into 49,90,900 Equity
Shares ofRs. 10/-each and 70,00,000 Preference Share ofRs. 10/- each.
INVESTMENT:
During the year under review the Company has made an investment of Rs. 5
Crores towards subscription of 14% Non Convertible, Cumulative,
Redeemable Preference Shares (NCCRPS), of Capital Infraprojects Private
Limited, which is into the business of real estate and infrastructure
development. This is one of the SPV and is constructing the project
''The Golden Palms'', details mentioned elsewhere.
CORPORATE SOCIAL RESPONSIBILITY (CSR):
The Company is conscious of its social responsibility and ensuing CSR
in our projects, like avoiding tree-cutting, undertaking tree- planting
and rain water harvesting so as to ensure green and healthy
environment. The Company will take proactive measures to ensure
environment protection.
CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION
& FOREIGN EXCHANGE EARNINGS AND OUTGO:
The Company''s core activity is Real Estate and related activities which
are not power intensive. The Company, however, is making every effort
to conserve the usage of power. During the year under review, the
Company did not earn any foreign exchange and there were no expenditure
in foreign exchange. The other information as prescribed under the
Companies (Disclosure of Particulars in the Report of Board of
Directors) Rules, 1988 are not applicable.
PARTICULARS OF EMPLOYEES:
The Company maintained cordial relation with employees. There are no
employees coming under the purview of Section 217 (2A) of the Companies
Act, 1956.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
The Management Discussion and Analysis Report, forming part of this
report, as required under Clause 49(IV)(F) of the Listing Agreement
with the Stock Exchange, is attached separately in this Annual Report.
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 Clause 49(VI) of the Listing
Agreement togetherwith a Certifcate from the Auditors confrming
compliance with the conditions of Corporate Governance are provided
separately in this Annual Report.
PUBLIC DEPOSITS:
The Company has not accepted/renewed any public deposits during the
year under review.
DIRECTORS:
Appointment
Mr. Jayant Godbole and Mr. Milind Desai who were appointed as
Additional Directors on March 4, 2013 and March 23, 2013 respectively,
hold offce upto the date of the ensuing Annual General Meeting. The
Company has received Notice along with requisite deposit from a member
under Section 257 of the Companies Act, 1956, proposing their
candidature as Directors of the Company.
The term of Mr. DP. Goyal, Managing Director expired on July 04, 2013.
The Board of Directors, at its meeting held on May 14, 2013, and based
on the recommendation of Remuneration Committee Meeting held on an even
date have re-appointed Mr. DP. Goyal as Managing Director of the
Company at revised terms / salary for a further period of 1 year w.e.f.
July 05, 2013 to July 04, 2014, subject to the approval of
Shareholders.
In accordance with the provisions of the Companies Act, 1956, Mr.
R.S.Loona, Director retires by rotation and being eligible, offer
himself for re-appointment.
A brief profle of all these Directors containing the details of their
age, qualifcations, expertise, other directorships, committee
memberships, etc. has been given in the Notice for the ensuing Annual
General Meeting.
None of the Directors of the Company are disqualifed under section
274(1)(g) of the Companies Act, 1956.
Resignation
Mr. T M. Nagarajan and Mr. Rajkumar Mittal Directors of the Board
ceased to be members on November 15, 2012 and November 27, 2012
respectively, consequent to their resignation. Their leadership,
experience, expertise and insights will be remembered with respect. The
Board places on record, its deep sense of appreciation forthe services
rendered by them during theirtenure as Director of the Company.
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Board
reports that:
In the preparation of the annual accounts forthe fnancial year ended
March 31, 2013, the applicable accounting standards had been followed
along with proper explanation relating to any material departures;
Such accounting policies had been selected and applied consistently and
judgments and estimates, made that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the Company at the
end of the fnancial year and of the loss of the Company forthe year
under review;
Proper and sufficient care had been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956, for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;
The annual accounts for the fnancial year ended March 31, 2013 had been
prepared on a ''going concern'' basis.
AUDITORS:
M/s. Deloitte Haskins & Sells, Chartered Accountants, Statutory
Auditors of the Company, retire at the conclusion of the ensuing Annual
General Meeting of the Company and have expressed their willingness for
appointment and confrmed that their appointment, if made, will be
within the prescribed limits under Section 224(1B) of the Companies
Act, 1956.
You are requested to re-appoint M/s. Deloitte Haskins & Sells,
Chartered Accountants, as Auditors of the Company from the conclusion
of the 19th Annual General Meeting until the conclusion of the 20th
Annual General Meeting of the Company.
ACKNOWLEDGEMENT:
The Directors wish to acknowledge and place on record their
appreciation to all stakeholders, customers, suppliers, business
associates, banks, and Regulatory and Governmental authorities for
their cooperation, assistance and support. The Directors also thank all
their employees for their dedicated services and the shareholders for
their sustained confdence.
For and on behalf of the Board of Directors
Sd/-
D.P.Goyal
Mumbai, August 1, 2013 Managing Director
Mar 31, 2012
The Directors have pleasure in presenting the Eighteenth Annual Report
of the Company together with the Audited Accounts for the year ended
March 31, 2012.
COMPANY PERFORMANCE:
A) Financial Highlights
The salient features of the Company's financial results for the year
under review are as follows:
(Rs. Lakhs)
Particulars For the year
ended For the year
ended
March 31,
2012 March 31, 2011
Total Income 2049.03 1328.49
Profit/(Loss) before Depreciation & Tax (126.95) (13.51)
Less: Depreciation 1.65 1.45
Profit/(Loss) before tax (128.60) (14.96)
Less: Provision for Tax (0.82) 0.40
Income tax adjustment for prior years - (0.39)
Profit/(Loss) after tax (127.78) (14.97)
Add: Balance brought forward 93.87 108.84
Amount available for appropriation (33.91) 93.87
Balance carried to Balance Sheet (33.91) 93.87
B) Operations
The total income of the Company for the year under review at Rs.2049.03
lakhs registered a growth of about 54% over that for the previous year
at Rs.1328.49 lakhs, on account of considerable progress in the
construction of the housing projects and due recognition of the accrued
income in accordance with the accounting standards in force. Pending
completion of the projects, the operations, however, resulted in
pre-tax loss of Rs.128.60 lakhs for the year as against the pre-tax loss
of Rs.14.96 lakhs for the preceding year.
DIVIDEND:
In view of the losses incurred by the Company, no dividend has been
proposed for the year ended March 31, 2012. BUSINESS:
Your Company is engaged in Real Estate business, construction of
residential complexes in the National Capital Region ((NCR). It has
acquired plots of land on long term lease, under Builders Residential
Scheme (BRS) of the Greater Noida Industrial Development Authority
(GNIDA), New Okhala Industrial Development Authority (NOIDA) and Yamuna
Expressway Authority (YEA). The Company is in the process of
implementing, in all, five projects.
i) The Express Park View
Your Company had been allotted land admeasuring 10043.31 Sq.m. by GNIDA
on lease for a period of ninety years for development of residential
housing project under the Builder Residential Scheme BRS 01/08-09. A
complex of 334 apartments of 2/3 BHK types in 4 high rise buildings,
under the name and style of the Express Park View, is under
construction. The project marketed jointly with Nimbus Projects Ltd. is
scheduled to be completed in 2013. The structural work of the Project
is on completion stage.
ii) The Express Park View II
On a land of 52493.16 Sq.m. allotted on ninety years' lease by GNIDA
under Builder Residential Scheme 05/2010- 2011, a Project envisaging
1592 apartments of varying sizes in high rise buildings is being
implemented in consortium with Nimbus Projects Limited and Assotech
Limited and through a Special Purpose Partnership Firm 'IITL NIMBUS THE
EXPRESS PARK VIEW'. The Project is under implementation and is
scheduled to be completed in two phases, the first phase by 2015 and
the second by 2016.
It may be mentioned that the above two projects are among the many
ongoing housing projects of different builders in NCR. In the wake of
certain land acquisition disputes and pursuant to a Court Order,
construction works of many projects had to be temporarily suspended,
subsequent to close of the year under review, till formal approval of
the revised Master Plan 2021. The above two projects of your Company
have also been impacted temporarily. It is reported that the plan has
since been cleared by the Statutory Committee of the NCR Planning Board
and recommended to the Planning Board.
iii) The Hyde Park
In consortium with Nimbus Projects Limited and Supertech Limited, and
through a Special Purpose Partnership Firm, 'IITL NIMBUS THE HYDE PARK
NOIDA', the company has undertaken a project of construction of 1916
apartments ranging in size from 1BHK to 4BHK, in 23 high rise
buildings, on a land of 60348.53 Sq.m. allotted on ninety years lease
by NOIDA. It is scheduled to be completed in two phases, first phase by
2013 and the second by 2015. Around 75% of the structural work is
complete in Phase I and around 25% in Phase II.
iv) The Palm Village
This project undertaken in consortium with Nimbus Projects Limited and
Assotech Limited and through Special Purpose Partnership Firm 'IITL
NIMBUS THE PALM VILLAGE' is coming up on the land of 102995.70 Sq.m.
allotted on ninety years leasehold basis under the Builders Residential
Scheme YEA- GH -02/2011. The Project envisages construction of
affordable residential units and is scheduled to be constructed in
seven phases over a period of 10 years. Lease Deed with YEA has been
executed and the Layout Plan has been submitted to the Local Body for
approval.
v) The Golden Palm
The Golden Palm project comprising of 1276 apartments in 14 high rise
buildings, is coming up on a land admeasuring 39999.76 Sq.m. allotted
on ninety years' lease by NOIDA. Scheduled to be completed by 2014,
this project has been undertaken through equal equity participation by
your company and Nimbus Projects Limited in the Capital Infraprojects
Private Limited.
ISO CERTIFICATION 9001:2008:
Your Directors are determined to ensure that the Company adopts and
follows with consistency high standards of operational systems and
procedures. It is a matter of satisfaction that your Company has
obtained ISO 9001:2000 Certification on October 21, 2011.
CORPORATE SOCIAL RESPONSIBILITY:
The Company is conscious of its social responsibility. It would be its
earnest endeavor to avoid tree-cutting and undertake tree- planting and
rain water harvesting so as to ensure green and healthy environment.
CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION
& FOREIGN EXCHANGE EARNINGS AND OUTGO:
The Company's core activity is Real Estate & Real Estate related
activities which are not power intensive. The Company, however, is
making every effort to conserve the usage of power. During the year
under review, the Company did not earn any foreign exchange and there
was no expenditure in foreign exchange. The other information as
prescribed under the Companies (Disclosure of Particulars in the Report
of Board of Directors) Rules, 1988 are not applicable.
PARTICULARS OF EMPLOYEES
The Company maintained cordial relation with employees. There are no
employees coming under the purview of Section 217 (2A) of the Companies
Act, 1956.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
In accordance with the requirements of the Listing Agreement, the
Management Discussion and Analysis Report is presented in a separate
section of the Annual Report.
CORPORATE GOVERNANCE:
A detailed report on Corporate Governance and a certificate from M/s
Deloitte Haskins & Sells, Statutory Auditors of the Company, confirming
compliance with the Corporate Governance Practices as required under
Clause 49 of the Listing Agreement form part of the Annual Report.
PUBLIC DEPOSITS:
Your Company has not accepted any deposits from the public during the
year under review.
DIRECTORS:
In accordance with the Articles of Association of the Company, the
Board of Directors appointed Mr. T. M. Nagarajan as an Additional
Director on February 3, 2012. The Company has received a notice under
Section 257 of the Companies Act along with requisite deposit from a
member, proposing the candidature of Mr. T. M. Nagarajan for the office
of Director at the forthcoming Annual General Meeting.
In accordance with the Articles of Association of the Company, Dr B.
Samal and Mr. Venkatesan Narayanan, Directors retire by rotation at the
forthcoming Annual General Meeting of the Company and being eligible,
offer themselves for re-appointment.
A brief profile of all these Directors containing the details of their
age, qualifications, expertise, other directorships, committee
memberships, etc. has been given in the Notice for the ensuring Annual
General Meeting.
None of the Directors of the Company are disqualified under section
274(1)g of the Companies Act, 1956.
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to Section 217(2AA) of the Companies Act, 1956, the Board
reports that:
- In the preparation of the annual accounts for the financial year
ended March 31, 2012, the applicable accounting standards had been
followed along with proper explanation relating to any material
departures;
- Such accounting policies had been selected and applied consistently
and judgments and estimates, made that are reasonable and prudent so as
to give a true and fair view of the state of affairs of the Company at
the end of the financial year and of the loss of the Company for the
year under review;
- Proper and sufficient care had been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956, for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;
- The annual accounts for the financial year ended March 31, 2012 had
been prepared on a 'going concern' basis. AUDITORS:
M/s. Deloitte Haskins & Sells, Chartered Accountants ( Firm
Registration No 117365W), Statutory Auditors of the Company will retire
on conclusion of the ensuing Annual General Meeting and are eligible
for reappointment. They have furnished a certificate to the effect that
their reappointment, if made, will be in accordance with the limits
specified under section 224(1B) of the Companies Act, 1956. The
shareholders' approval will be sought for their reappointment at the
AGM.
ACKNOWLEDGEMENT:
The Directors wish to acknowledge and place on record their
appreciation to all stakeholders - customers, suppliers, business
associates, banks, regulatory and governmental authorities for their
cooperation, assistance and support. The Directors also thank all their
employees for their dedicated services and the shareholders for their
sustained confidence.
For and on behalf of the Board of Directors
Sd/-
D.P.Goyal
Mumbai, August 9, 2012 Managing Director
Mar 31, 2010
The Directors of your Company present the Sixteenth Annual Report
together with the audited annual accounts for the financial year ended
31st March 2010.
FINANCIAL HIGHLIGHTS
(Rs. in lacs)
Particulars For tne For tne
year ended year ended
31 st March, 2010 31 st March, 2009
Total Income 59.04 50.30
Profit before Depreciation & Tax (52.03) 13.66
Less: Depreciation 2.23 0.51
Profit before tax (54.25) 13.15
Less: Provision for Tax (1.17) 3.25
Income tax adjustment for prior years 2.14 2.08
Profit after tax (55.22) 7.82
Add: Balance brought forward 164.06 156.23
Amount available for appropriation 108.84 164.05
Balance carried to Balance Sheet 108.84 164.05
OPERATIONS
Total Income for the year under review at Rs.59.04 lacs was about 4%
higher than that for the previous year at Rs. 50.30 lacs. The Company,
however, incurred a pre tax loss of Rs.54.25 lacs for the year as
against profit before tax at Rs.13.15 lacs in the previous year. The
post-tax loss for the year 2009-10, amounted to Rs. 55.22 lacs as
against post-tax profit of Rs.7.82 lacs for the earlier year.
The rise in the income for the financial year 2009-10 was due to higher
Consultancy fee earned. As the income from the housing projects being
implemented would arise and would be recognized in the books,
commensurate with the progress in bookings and construction and in
accordance with the relevant accounting standards, the Company incurred
loss for the year.
DIVIDEND
In view of the loss, your Directors regret their inability to recommend
any dividend for the year 2009-10.
PROJECT
Your Company had been allotted land by Greater Noida Industrial
Development Authority (GNIDA) for development of Housing Project under
their Builders Residential Scheme. On actual measurement, the extent of
land was 10,043.31 sq.m. (as against 10,800 sq.m. indicated
originally), a necessary Correction Deed has been
executed. Site development work is in progress. The project envisages
construction of 320 residential units and it is scheduled to be
completed over a period of 3 years. The marketing of this Project will
be undertaken jointly with NCJ International Limited, under the name
and style The Express Park View.
During the year under review, the Company forming a consortium with NCJ
International Limited (NIMBUS group) and Supertech Limited, bid for
allotment of land at Sector 78, Noida from New Okhla Industrial
Development Authority (NOIDA). The bid was successful.
Pursuant to a bidding stipulation of NOIDA, an SPV was formed,
subsequent to close of the year, in the form of a partnership firm
named IITL - NIMBUS THE HYDE PARK NOIDA to secure possession of the
land allotted and implement an affordable housing project.
The SPV has taken possession of the allotted land admeasuring 60,348.53
sq.m. The project envisages construction of about 2000 residential
units, affordable, cost-wise, but modern, facility-wise, over a period
of about 5 years.
SHARE CAPITAL
Pursuant to the approval of Members, the authorised share capital of
the Company stands increased, in two stages, from Rs 10 crores to Rs 15
crores and from Rs. 15 crores to Rs. 25 crores.
Rights Issue, as approved by the members, is on the verge of launching.
CHANGE OF NAME
In order to reflect the fact that your Company now belongs to IITL
group, it has been decided to change its name to "IITL Projects
Limited", subject to compliance with necessary formalities.
FIXED DEPOSITS
The Company has not accepted any fixed deposits from the public during
the year under review.
DIRECTORS
Shri. D.P.Goyal was appointed as Additional Director w.e.f. 3rd July,
2010 in terms of Section 260 of the Companies Act, 1956. He holds the
office as Director up to the date of the forthcoming Annual General
Meeting. Your Company received a notice in writing from a Member
proposing his candidature for the office of Director.
Shri. D.P.Goyal was appointed as Managing Director of the Company
w.e.f. 5th July, 2010 for the period of 3 years. A resolution is being
placed before members at the ensuing Annual General Meeting for their
approval for the terms of his appointment.
Shri. T.M.Nagarajan, Chairman of the Company relinquished his executive
position w.e.f. 3rd July, 2010. He continues to be on the Board as Non-
Executive Chairman of the Company.
Shri. R.S.Loona and Shri. R.K.Mittal, Directors of the Company are due
to retire by rotation at the ensuing Annual General Meeting and being
eligible, seek re-appointment.
The details of the appointment and re-appointment of the aforesaid
Directors together with their nature of expertise in specified
functional areas and names of Companies in which they hold office as
Director and / or the Chairman / Membership of Committees of Board, are
provided in the notice of the ensuing Annual General Meeting.
PARTICULARS OF EMPLOYEES:
There were no such employees as mentioned in the Section 217(2A) of the
Companies Act, 1956.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 217 (2AA) of the Companies
Act, 1956 with respect to the Directors Responsibilities Statement, it
is hereby confirmed:
- that in the preparation of the annual accounts for the financial
year ended 31st March, 2010, the applicable accounting standards had
been followed along with proper explanation relating to any material
departure;
- that the Directors had selected such accounting policies and
applied them consistently and made
judgments and estimates that were reasonable and prudent so as to give
a true and fair view of the sate of affairs of the Company at the end
of the financial year and of the loss of the Company for the year under
review;
- that the Directors had taken proper and sufficient care for the
maintenance of adequate accounting
records in accordance with the provisions of the Companies Act, 1956
for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities;
- that the Directors had prepared the accounts for the financial
year ended 31st March, 2010 on a going
concern basis.
CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY
ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:
Since your Company does not own any manufacturing facility, the
requirements pertaining to disclosure of particulars relating to
conservation of energy, research & development and technology
absorption, as prescribed under the Companies (Disclosure of
Particulars in the Report of Board of Directors) Rules, 1988 are not
applicable.
There were no foreign exchange earning and outgo during the year.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report for the year under review as
required under Clause 49 of the Listing Agreement with the Bombay Stock
Exchange Limited, is given as a separate statement in the Annual
Report.
CORPORATE GOVERNANCE:
A separate section titled "Corporate Governance" including a
certificate from the Auditors of the Company confirming compliance of
the conditions of Corporate Governance as stipulated under Clause 49 of
the Listing Agreement is annexed hereto and forms part of the Report.
AUDITORS
M/s. Deloitte Haskins & Sells, Chartered Accountants ( Firm
Registration No 117365W), Statutory Auditors of the Company will retire
on conclusion of the ensuing Annual General Meeting and are eligible
for reappointment. They have furnished a certificate to the effect
that their proposed appointment, if made, will be in accordance with
the limits specified under section 224(1 B) of the Companies Act, 1956.
Members are requested to consider their reappointment as Auditors for
the financial year ending 31 st March 2011 at remuneration to be
decided by your Board of Directors or any Committee thereof.
INDUSTRIAL RELATIONS:
The Company enjoyed cordial relations with the employees during the
year under review.
ACKNOWLEDGEMENT:
Your Directors wish to place on record their appreciation of
cooperation and support extended by employees, banks, Government
authorities, Regulators, Stock Exchanges, joint venture partners, other
stakeholders, and shareholders of the Company.
For and on behalf of the Board of Directors
Sd/-
T. M. Nagarajan
Chairman
Mumbai, 20th July, 2010