Directors Report of IITL Projects Ltd.

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)

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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

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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

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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