iitl projects ltd Directors report

Dear Shareholders,

Your Directors are pleased to present the 29^th Annual Report on the business and operations of the Company and accounts for the Financial Year ended March 31, 2023.

Financial Performance

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

( In Lacs)

Particulars	Standalone		Consolidated
	2022-23	2021-22	2022-23	2021-22
Revenue from operations	142.87	122.68	142.87	122.68
Other Income	5.99	0.27	5.99	0.27
Share of profit from joint venture partnership firms	580.40	1,848.15	-	-
Operating Profit before Finance Costs Depreciation, Tax and Extraordinary items	231.05	1,818.51	(349.35)	(29.64)
Less: Depreciation and amortization expenses	-	-	-	-
Finance Cost	529.59	482.44	529.59	482.44
Profit/(loss) before Tax and Exceptional items	(298.54)	1,336.07	(878.94)	(512.08)
Share of profit/(loss) of joint venture (net of tax)	-	(267.47)	580.11	1,577.80
Add: Exceptional items	-	-	-	-
Less: Tax	0.38	(0.03)	0.38	(0.03)
Net Profit/(loss) for the YearfromContinuingoperations	(298.92)	1,068.63	(299.21)	1,065.75
Net Profit /(loss)for the Year from Discontinuing operations	-	-	-	-
Profit/(loss) for the year	(298.92)	1,068.63	(299.21)	1,065.75
Other Comprehensive Income	0.27	0.19	0.27	0.19
Total comprehensive Income for the year, net of tax	(298.65)	1,068.82	(298.94)	1,065.94
Profit for the year attributable to
Equity holders of the parent Company	-	-	-	-
Non-controlling interest	-	-	-	-
Total comprehensive Income for the year	(298.65)	1,068.82	(298.94)	1,065.94

Note: Previous year figures have been regrouped/ rearranged

Results of operations and State of Companys affairs

The total Income of the Company for the year ended on March 31, 2023 is 729.26 lakhs as compared to previous year which was 1,971.10 lakhs. Decrease in total income is on account of reduction of share of profit from joint venture partnership firms compared to previous year.

On consolidated basis the income of the Company increased to

148.86 lakhs as compared to 122.95 lakhs in the previous year and loss before tax accounted to 298.83 lakhs in the current year as compared to previous year profit of 1,065.71 lakhs. The reason for change in profit (loss) before tax is impairment provision made for one of the Joint Venture Partnership Firm and reduction of share of profit from joint venture partnership firmscompared to previous year.

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

I. Sale of the capital investment contribution held by the Company in the Joint Venture Firm, IITL Nimbus The Express Park View to Nimbus Projects Limited, existing Joint Venture Partner of EPV II.

IITL Nimbus The Express Park View (EPV II) is a Joint Venture Partnership Firm between the Company and Nimbus Projects Limited. The Company holds 12.08% amounting to

3,02,37,500/- in EPV II. Nimbus Projects Limited, the existing Joint Venture Partner of the Firm, have offered the

Company to acquire its capital investment contribution in the Firm for an aggregate sale consideration of 3,02,37,500/- on inter alia, the following broad terms and conditions: Terms and Conditions of the proposal:

(i) Nimbus Projects Limited will remit 10% of the total consideration amount i.e 30,23,750/- within 15 days of receipt of formal Board approval; (ii) Both the parties will enter into a detailed Non-Binding Term Sheet specifying the process and procedure, conditions and warranties etc. for carrying out the subject transaction;

(iii) Both the parties will enter into a definitive and binding agreement (SPA / Binding Term Sheet / MOU) immediately after the shareholders approval specifying the warranties / confirmations / assurances needs by the Parties;

(iv) Both the parties will enter into Supplementary /

Addendum Partnership Agreements as and when payment is made and the contribution ratio undergoes change; and

(v) Nimbus Projects Limited will remit the balance 90% of the total consideration amount in one or more tranches, once the shareholders approval is received, on or before 31.03.2024.

The Project undertaken by IITL Nimbus The Express Park View is delayed and is now in requirement of additional funds for completing the Project. In addition to construction cost, the Nodal agency has demanded additional payment of approximately 26 Crores from the Firm in compliance with the Hon. Supreme Court ruling. The Project need consistent infusion of funds over the next 24 to 30 months.

The Company is not in a position to infuse additional funds in the Firm as per the financial position of the Company as on March 31, 2023. Hence, the Board of Directors at its meetings held on August 11, 2023 discussed and deliberated upon the proposal to exit from the Joint Venture Firm. For the said purpose, it was decided to obtain Valuation Reports of the Fair Value of the Partners Capital and Current account in the said Firm.

The said proposal is being placed at the ensuing Annual General Meeting for the approval of the Shareholders.

II. Sale of the capital investment contribution held by the Company in the Joint Venture Firm, IITL Nimbus The Palm Village to Nimbus Projects Limited, existing Joint Venture Partner of PV.

IITL Nimbus The Palm Village is a Joint Venture Partnership Firm between the Company and Nimbus Projects Limited. The Company holds 49.44% amounting to 22 Crores in the Firm. Nimbus Projects Limited, the existing Joint Venture Partner of the Firm, have offered the Company to acquire its capital investment contribution in the Firm for an aggregate sale consideration of 22 Crores on inter alia, the following broad terms and conditions: Terms and Conditions of the proposal:

(i) Nimbus Projects Limited will remit 10% of the total consideration amount i.e. 2.20 Crores within 15 days of receipt of formal Board approval; (ii) Both the parties will enter into a detailed Non-Binding Term Sheet specifying the process and procedure, conditions and warranties etc. for carrying out the subject transaction; (iii) Both the parties will enter into a definitive and binding agreement (SPA / Binding Term Sheet / MOU) immediately after the shareholders approval specifying the warranties / confirmations / assurances needs by the

Parties;

(iv) Both the parties will enter into Supplementary /

Addendum Partnership Agreements as and when payment is made and the contribution ratio undergoes change; and

(v) Nimbus Projects Limited will remit the balance 90% of the total consideration amount in one or more tranches, once the shareholders approval is received, on or before 31.03.2024.

The Project undertaken by IITL Nimbus The Palm Village is delayed and is now in requirement of additional funds for completing the Project. The Project needs consistent infusion of funds over the next 24 to 30 months.

The Company is not in a position to infuse additional funds in the Firm as per the financial position of the Company as on

March 31, 2023. Hence, the Board of Directors at its meeting held on August 11, 2023 discussed and deliberated upon the proposal to exit from the Joint Venture Firm. For the said purpose, it was decided to obtain Valuation Reports of the Fair Value of the Partners Capital and Current account in the said Firm.

The said proposal is being placed at the ensuing Annual General Meeting for the approval of the Shareholders.

Consolidated Accounts

The Consolidated Financial Statements of your Company for the financial year 2022-23, are prepared in accordance with the Indian Accounting Standards (Ind AS) as notified by the Ministry of Corporate Affairs and pursuant to applicable provisions of the

Companies Act, 2013 read with relevant Accounting Standards issued by the Institute of Chartered Accountants of India and the Listing Regulations. The Consolidated Financial Statements have been prepared on the basis of audited financial statements of the Company, its Associate and Joint Ventures.

Business Overview

The Company is engaged in Real Estate business, construction of residential complex in the National Capital Region (NCR).

It has acquired a plot of land on long term lease, under Builders Residential Scheme (BRS) of the Greater Noida Industrial Development Authority (GNIDA). The construction has been completed and the flats are handed over to the purchasers. Apart from constructing its own project, the Company is also engaged in construction of residential flats through Joint Venture Partnership Firms and these firms on long term lease basis, under Builders Residential Scheme (BRS) of the New Okhla Industrial Development Authority (NOIDA), Greater Noida Industrial Development Authority (GNIDA) and

Yamuna Expressway Industrial Development Authority (YEIDA).

The total lease hold area allotted to the Company alongwith Firms is around 2,65,000 sq. meters. Apart from Express Park View II and The Golden Palm Village, the other projects are completed.

Project developed by the Company

Express Park View I (EPV): The Companys Project, ‘Express Park View I has been developed and completed. The Project comprises of multi-storey towers/ buildings, having residential flats along with other common services and facilities. The Project overall comprises of 4 towers of total 334 residential flats, of which 326 residential flats Welfare Association (RWA) was formed and the complex is now completely handed over to the Residents Welfare Association duly constituted under the Provisions of the Societies Registration Act, 1860.

Projects developed / being developed by the Company through Joint Venture Partnership Firms, namely:

1. The Hyde Park

2. The Golden Palms was appointed for

3. Express Park View-II

4. The Golden Palm Village

A separate note on the status of the projects developed through firms is highlightedintheManagementDiscussionAnalysis(MDA) controls of the Company. Based on the above,

Report and forms an integral part of this report.

Statement containing salient features of Associate Companies/ Joint Ventures

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

Transfer to Reserves

In view of the loss incurred for the financial year ended March

31, 2023, no amount is proposed to be transferred to reserves.

Dividend

In view of the losses incurred by the Company, your Directors have not recommended any dividend for the financial year 2022-2023.

Management Discussion and Analysis

The Management Discussion and Analysis Report as required under Regulation 34 of SEBI (Listing Obligations & Disclosures Requirements) Regulations, 2015 is appended to this Annual Report and forms an integral part of this report.

Change in Capital Structure

During the year under review, there was no change in the Capital Structure of the Company. The Company has not issued any shares or convertible securities, financialyear ended during the

March 31, 2023.

Annual Return

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2023 in Form MGT-7 is available on the Companys website at https://www.iitlprojects. com/pdf/Regulations/Anual-return/.

Compliance with Secretarial Standards

The Board of Directors affirms that the Company has complied with the applicable Secretarial Standards issued by the Institute of Companies Secretaries of India (SS1 and SS2) respectively relating to Meetings of the Board and its Committees which have mandatory application.

Internal Financial controls and their adequacy

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companys policies, the safeguarding of its assets, the prevention and detection of fraud, error reporting mechanisms, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

J.P.J Associates LLP, Chartered Accountants, a consulting / audit firm the adequacy and operating effectiveness of the existing Internal Financial Controls over

Financial Reporting of the Company on behalf of the management. They have observed that there are no material weaknesses in the financial management believes that adequate Internal Financial Controls exist in relation to its Financial Statements.

Board of Directors and Key Managerial Personnel

Board of Directors

Retiring by Rotation

In accordance with the provisions of Section 152 of the Companies Act, 2013, Mr. Bipin Agarwal (DIN: 00001276), Director (Non-

Executive and Non-Independent) of the Company is liable to retire by rotation at the ensuing Annual General Meeting of the Company and being eligible has offered himself for re-appointment.

The necessary resolution for re-appointment of Mr. Bipin Agarwal forms part of the Notice convening the AGM scheduled to be held on September 22, 2023. There was no change in the composition of the Board of Directors during the period under review.

Re-appointment

Pursuant to the recommendation of Nomination and Remuneration

Committee and subject to the approval of Members through

Special Resolution in the ensuing AGM of the Company, the Board of Directors at their Meeting held on August 18, 2023 have re-appointed Mrs. Sujata Chattopadhyay (DIN: 02336683) as an

Independent Women Director of the Company, not being liable to retire by rotation, for a second term of five consecutive years commencing from the date of ensuing Annual General Meeting (AGM) till 34^th AGM of the Company to be held in year 2028 for the financial year ended March 31, 2028. The necessary resolution for approval of the appointment forms a part of the Notice of the ensuing AGM, along with the necessary disclosures required under the Companies Act, 2013 and the Listing Regulations, for approval of Members.

The Board hereby recommends the aforesaid appointment to the Members at the ensuing AGM of the Company.

Key Managerial Personnel

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on the date of this Report are Ms. Shivani Kawle, Manager & Company Secretary and

Mr. Ajit Kumar Mishra, Chief Financial Officer.

During the period under review, Mr. Ajay Dey resigned from the position of Manager (KMP) of the Company from the close of the business hours on May 07, 2022. The Board of Directors on considering the recommendation of the Nomination and Remuneration Committee approved the appointment of Ms. Poonam Gupta, Company Secretary of the

Company, additionally as the Manager of the Company with effect from August 11, 2022. Ms. Poonam Gupta tendered her resignation from the position of the Company Officer and Manager of Secretary & Compliance the Company with effect from February 14, 2023 on account of personal reasons.

Mr. Kamlesh Kumar Agrawal resigned as the Chief Financial of the Company with effect from February 16, 2023 on account of his personal reasons.

The Board of Directors on considering the recommendation of the Nomination and Remuneration Committee appointed Mr. Ajit Kumar Mishra as the Chief Financial Officer of the Company effect from March 24, 2023.

Pursuant to the recommendation of the Nomination and Remuneration Committee, the Board of Directors appointed Ms. Shivani Kawle as the Company Secretary and Compliance

Officer of the Company with effect from May 26, 2023.

Further, upon the recommendation of Nomination and Remuneration Committee, the Board of Directors appointed Ms. Shivani Kawle,

Company Secretary and Compliance Officer of the Company, additionally as the Manager of the Company with effect from July 11, 2023, subject to the approval of Members at the ensuing

AGM of the Company. The necessary resolution for approval of the appointment forms a part of the Notice of the ensuing AGM, along with the necessary disclosures required under the Companies Act, 2013 and the Listing Regulations, for approval of Members. The Board hereby recommends the appointment of Ms. Shivani Kawle as the Manager of the Company to the Members at the ensuing AGM of the Company.

Mr. Ajit Kumar Mishra has tendered his resignation from the position of Chief Financial Officer of the Company with effect the close of the business hours September 25, 2023.

Familiarization Programme

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

In addition to the above, Directors are periodically advised about the changes effected in the Corporate Law and Listing regulations with regard to their roles, rights and responsibilities as Directors of the Company.

The details of programme for familiarization of Independent Directors with the Company are put up on the website of the Company under the web link https://www.iitlprojects.com/pdf/ Regulations/(i)Details-of-Familiarization-Programmes-imparted-to-Independent-Directors.pdf.

Evaluation of Board, its Committees and Individual Directors

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

The process for evaluation of the performance of the Director(s) / Board / Committees of the Board for the financial year 2022-2023 was initiated by the Nomination and Remuneration Committee, by sending out questionnaires designed for the performance evaluation of the Directors, Committees, Chairman and the Board as a whole. The Committee also forwarded their inputs to the Board for carrying out the Performance Evaluation process effectively.

In terms of provisions of Companies Act, 2013 and Schedule

II - Part D of Securities and Exchange Board of India (Listing

Obligations and Disclosure Requirements) Regulations, 2015, the Board carried out the annual performance evaluation of its own including the various Committees and individual Directors with a detailed questionnaire covering various aspects of the Boards functioning like, composition of Board and its Committees, Board culture, performance of specific duties and obligations.

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

Meetings of the Board

During the year under review, seven meetings of the Board of Directors were held. The details of the Meetings of the Board of Directors of the Company convened during the financial year

2022-2023 are given in the Corporate Governance Report which forms part of this Annual Report. The maximum interval between any two meetings did not exceed 120 days as prescribed in the

Companies Act, 2013.

Directors Responsibility Statement

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

(a) In preparation of the annual accounts for the year ended March 31, 2023, the applicable accounting standards read with requirements set out under Schedule III of the Companies Act, 2013, have been followed and there are no material departures from the same; (b) Such accounting policies have been selected and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31, 2023 and loss of the Company for the year ended on that date;

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

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

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

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

Corporate Governance

Your Company has been practicing the principles of good Corporate Governance over the years and it is a continuous and ongoing process. A detailed Report on Corporate Governance practices followed by your Company as prescribed by SEBI in

Chapter IV read with Schedule V of Listing Regulations together witha Certificate the conditions of Corporate Governance are provided separately in this Annual Report.

Declaration by Independent Directors

The Company has received declarations from all the Independent

Directors of the Company, confirming that, they meet the criteria of independence as prescribed both under Section 149(7) of the Companies Act, 2013 and Regulation 16(b) of Securities and

Exchange Board of India (Listing Obligations and Disclosure

Requirements) Regulations, 2015. Further, the Independent Directors of the Company have registered themselves with Indian

Institute of Corporate Affairs for of

Independent Directors.

Nomination and Remuneration Policy

The Board of the Directors has framed the policy which lays down a framework in relation to Remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. This policy also lays down criteria for selection and appointment of Board Members. The Nomination and Remuneration Policy approved by the Board is uploaded on the Companys weblink viz. http://www.iitlprojects.com/AboutUs.aspx.

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

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

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

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows: has been taken for the maintenance

(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, evaluates, analyses and prioritizes risks in order to address and minimize such risks. This facilitates identifying high level risks and implement appropriate solutions for minimizing the impact of such risks on the business of the Company.

Related Party Transactions

The Company has laid down a Related Party Transactions Policy for purpose of identification and monitoring of such transactions.

The policy on Related Party Transactions approved by the Board is uploaded on the Companys web link viz. http://www.iitlprojects. com/PDF/Policy-on-materiality-of-Related-Party-Transactions-final-10-02-2022-(IITLPL).pdf. All Related Party Transactions are placed before the Audit

Committee and also before the Members/Board for their approval, wherever necessary. The details of the related party transactions as per Indian Accounting Standard 24 are set out in Note No. 26 to the Standalone Financial Statements forming part of this report. The Particulars of material contracts or arrangements made with related parties referred to in Section 188(1) of the Companies Act, 2013, in the prescribed Form AOC-2, is appended as Annexure 2 to the Directors Report.

Corporate Social Responsibility (CSR)

The Corporate Social Responsibility Committee has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, which has been approved by the Board. The CSR Policy is disclosed on the Companys website:http://www.iitlprojects.com/ PDF/CORPORATE-SOCIAL-RESPONSIBILITY-POLICY.pdf. The Annual Report on CSR is attached to this Report asAnnexure 3.

Vigil Mechanism / Whistle Blower Policy

The Company has a Vigil Mechanism / Whistle Blower Policy to report to the management instances of unethical behavior, actual or suspected, fraud or violation of the companys code of conduct.

The details of the Vigil Mechanism policy have been provided in the Corporate Governance Report and also disclosed on the website of the Company viz. http://www.iitlprojects.com/PDF/Vigil-

Mechanism-Whistle-Blower-Policy.pdf.

Auditors and Auditors Report Statutory Auditor

The Members of the Company in the Annual General Meeting held on September 24, 2022 re- appointed Maharaj N R Suresh and Co. LLP, Chartered Accountants (Firm Registration No. 001931S /

S000020), as the Statutory Auditors of the Company, for a second term of five consecutive years, to hold office from the conclusion of the 28^th Annual General Meeting of the Company till the conclusion of the 33^rd Annual General Meeting to be held in the year 2027.

Maharaj N R Suresh and Co. LLP, Chartered Accountants has insubmitted a accordance with Section 139 read with Section 141 of the Act.

Auditors Report

Audit Qualifications doubt on the Group

The Auditors Report on the Audited Financial Results (Standalone

& Consolidated) contains audit qualifications, as detailed hereunder:

Details of Audit Qualifications (Standalone)

In view of the current status of the real estate industry and in particular the adverse cash flows of the Joint Ventures (JVs) namely IITL-Nimbus The Hyde Park Noida, IITL-Nimbus The

Express Park View, IITL- Nimbus The Palm Village and Capital Infra Projects Private Limited their ability to continue as a going concern is doubtful. Based on the financial statement of joint venture as well estimated cash flow, the investment in three joint ventures namely IITL-Nimbus Express park view, IITL -Nimbus The Hyde Park and Capital Infra Projects Private Limited are fully atimpaired and recognized in the financial 31 March 2023 the accumulated loss of IITL Projects Limited is 6047.29 lakhs exceeds the paid up equity capital and the networth of the Company stands fully eroded. The current liabilities of the

Company exceed its current assets and non-current liabilities dues towards redeemable preference shares is more than the estimated realizable value of the other non-current assets. These conditions indicate the existence of uncertainty that may cast significant doubt on the Companys ability to continue as a going concern. The ultimate outcome of the above is not ascertainable at present and hence we are unable to comment on the consequential impact, if any on the accompanying Financial Statements.

Managements Views (Standalone)

The Management is ceased of the matter that the networth of the Company is completely eroded. In the light of the above, the

Company is exploring options to infuse fund or exiting loss making JVs to reduce any further losses. One of the JVs, IITL Nimbus Palm Village has commenced its Project and the Management is closely monitoring the development of the same and its impact on the cash

Another JV, IITL Nimbus The Express Park View projects flows. is under progress and its cash flowwill depend upon the market condition. The ultimate outcome of the above is not ascertainable at present and hence we are unable to estimate the impact

Details of Audit Qualifications (Consolidated)

In view of the current status of the real estate industry and in particular the adverse cashflows of the Joint Ventures (JVs) namely IITL-Nimbus, The Hyde Park Noida, IITL-Nimbus The

Express Park View, IITL - Nimbus The Palm Village and Capital Infra Projects Private Limited their ability to continue as a going concern is doubtful. Based on the financial statement of joint venture as well estimated cash flow, the investment in three joint ventures namely IITL-Nimbus Express park view, IITL - Nimbus The Hyde Park and Capital infra Projects are fully impaired and recognised in the financial statements. Further as at 31 March 2023 the accumulated losses of Group are 6079.84 lakhs exceeds the paid up equity capital and the networth of the Group stands fully eroded. The current liabilities of the Group exceed its current assets and non-current liabilities dues towards redeemable preference shares is more than the estimated realizable value of the other non-current assets. These conditions indicate the existence of ability to uncertainty that may cast significant continue as a going concern. The ultimate outcome of the above is not ascertainable at present and hence we are unable to comment on the consequential impact if any on the accompanying Financial Statements.

Managements Views (Consolidated)

The Management is ceased of the matter that the networth of the Group is completely eroded. In the light of the further losses, one of the JVs, IITL Nimbus Palm Village has commenced its Project and the Management is closely monitoring the development of the same and its impact on the cash flows. Another JV, IITL Nimbus The Express Park View projects is under progress and its cash flow will depend upon the market condition.

The ultimate outcome of the above is not ascertainable at present and hence we are unable to estimate the impact.

Internal Auditor

Pursuant to provisions of Section 138 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 the Company had appointed "M/s. Sheetal Patankar & Co.," a firm of Chartered

Accountants in practice as Internal Auditors of the Company for the Financial Year 2022-2023. The Internal Audit of the Company was conducted on periodical intervals and reports of the same were placed before the Audit Committee Meeting and Board of the Directors meeting for their noting and approval.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made thereunder, the Board of Directors of the

Company had appointed M/s. Chandanbala Jain & Associates,

Practicing Company Secretary (CP No. 6400), to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is included as Annexure 4 and forms an integral part of this report.

The Secretarial Audit Report does not contain any qualifications or reservations. The observations made in the report are self-explanatory.

Annual Secretarial Compliance Report

M/s. Chandanbala Jain & Associates, Practicing Company

Secretary (CP No. 6400) have submitted Annual Secretarial

Compliance Report for the applicable compliances as per Securities and Exchange Board of India Regulations and Circulars/Guidelines issued thereunder and the same was submitted to Stock Exchange within the permissible time limit.

Significant and material orders passed by the regulators

During the year under review, there were no significant material orders passed by the Regulators/Courts/Tribunals that 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 the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and year 2022-2023 for all Remuneration of Managerial Personnel) Rules, 2014

The percentage increase in remuneration of each Director,

Chief Financial Officer and Company Secretary during the financial year 2022-2023, ratio of the remuneration of each

Director to the median remuneration of the employees of the

Company for the financialyear 2022-2023 and the comparison and of remuneration of each Key Managerial Personnel (KMP) against the performance of the Company are as under:

Name of Director/KMP and Designation	Remuneration of Director / KMP for financial year	% Increase / Decrease in remuneration in the Financial Year	Ratio of remuneration of each Director / KMP to median remuneration
	2022-2023 (in )	2022-2023	of employees
1. Dr. Bidhubhusan Samal Non Independent Non-Executive Chairman	2,60,000 (Sitting Fees)	62.50%	0.78
2. Mr. Bipin Agarwal Non Independent Non-Executive Director	1,60,000 (Sitting Fees)	60%	0.48
3. Mr. Venkatesan Narayanan Independent Director	3,60,000 (Sitting Fees)	38.46%	1.09
4. Mr. Milind S. Desai Independent Director	3,40,000 (Sitting Fees)	30.77%	1.03
5. Mrs. Sujata Chattopadhyay Independent Director	2,40,000 (Sitting Fees)	50%	0.73
6. *Mr. Kamlesh Kumar Agrawal Chief Financial Officer (resigned w.e.f. February 16, 2023)	NIL	Not Applicable	Not Applicable
7. *Mr. Ajit Kumar Mishra Chief Financial Officer (appointed w.e.f. March 24, 2023)	NIL	Not Applicable	Not Applicable
8. Mr. Ajay Dey Manager (resigned w.e.f . May 07, 2022)	1,30,120	Not Applicable	Not Applicable
9. Ms. Poonam Gupta Company Secretary & Manager (resigned w.e.f. February 14, 2023)	5,43,637	Not Applicable	Not Applicable

Notes:

1) The remuneration to Directors includes sitting fees paid to them for the financial year 2022-23.

2) The Median remuneration of employees of the Company during the financial year 2022-23 was 3,30,538/-

3) Median remuneration of employee in the last financial i.e. 2021-22 was 4,98,860/- whereas for current financial year i.e. 2022-23 the same stood at 3,30,538/-, signifying a decrease of 33.74%.

4) There was one permanent employee (including KMPs) on the roll of Company as on March 31, 2023.

5) Average remuneration paid in the last financial year i.e. 2021-22 was 4,46,607/- whereas for current financial year i.e. 2022-2023 the same stood at 3,30,538/- signifying decrease of 25.99%. *Only employees other than KMP i.e. WTD/Manager / CFO

/ CS and who were employees in both the years i.e. 2022 and 2023 have been considered.

6) It is hereby affirmed that the remuneration paid is as per the Remuneration Policy for Directors, Key Managerial Personnel and other employees.

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

During the year under consideration, none of the employees of the company was in receipt of remuneration in excess of limits prescribed under clause 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Hence particulars as required under 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 have not been provided.

Public Deposits

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

Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013: The Company has in place a requisite policy in line with the requirements of the Sexual Harassment of Women at Workplace

(Prevention, Prohibition and Redressal) Act, 2013. All employees (permanent, temporary, trainees) are covered under the policy. An Internal Complaints Committee has been constituted under the said Act for the Group Companies.

No complaints were received during the financial year 2022-2023.

GENERAL

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

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 under any 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 under section 148(1) of the Act.

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

There is no Corporate Insolvency Resolution Process initiated under the Insolvency and Bankruptcy Code, 2016.

Acknowledgement

Your Directors place on record their appreciation for all the employees, who have contributed to the performance of your Company. Your Directors also thank the clients, vendors, bankers, shareholders and advisers of the Company for their continued support. Your Directors also thank the Central and State Governments, and other statutory authorities for their continued support.

	For and on behalf of the Board
	IITL Projects Limited
Bipin Agarwal	Dr. Bidhubhusan Samal
Director	Chairman
(DIN: 00001276)	(DIN: 00007256)
Place: Mumbai
Date: August 18, 2023