d) Claims, Provisions and Contingent Liabilities
The Company has ongoing litigations with various regulatory authorities and third parties. Where an outflow of funds
is believed to be probable and a reliable estimate of the outcome of the dispute can be made based on Management's
assessment of specific circumstances of each dispute and relevant external advice, Management provides for its best
estimate of the liability. Such accruals are by nature complex and can take number of years to resolve and can involve
estimation uncertainty. Information about such litigations is provided in notes to the financial statements.
e) Tax Expenses
Significant judgment and estimates are involved in estimating of the budgeted profit for the purpose of advance tax,
determining the provision for income tax.
ii) Defined Benefit Plan
The Company offers its employees defined-benefit plan in the form of a Gratuity Scheme. Benefits under the defined benefits plan are
typically based on years of service and the employees compensation covering all regular employees. Commitments are actuarially
determined at year-end. The benefits vests upon completion of five years of continuous service and once vested it is payable to
employees on retirement or on termination of employment. The Company makes annual contribution to the group gratuity scheme
administered by the Life Insurance Corporation of India.
These plans typically expose the Company to actuarial risks such as: investment risk, interest rate risk, longevity risk and salary risk.
Investment Risk
For funded plans that rely on insurers for managing the assets, the value of assets certified by the insurer may not be the fair value
of instruments backing the liability. In such cases, the present value of the assets is independent of the future discount rate. This can
result in wide fluctuations in the net liability or the funded status if there are significant changes in the discount rate during the inter¬
valuation period.
Market Risk (discount Risk)
Market risk is a collective term for risks that are related to the changes and fluctuations of the financial markets. The discount rate
reflects the time value of money. An increase in discount rate leads to decrease in Defined Benefit Obligation of the plan benefits &
vice versa. This assumption depends on the yields on the corporate/government bonds and hence the valuation of liability is exposed
to fluctuations in the yields as at the valuation date.
Longetivity Risk
The impact of longevity risk will depend on whether the benefits are paid before retirement age or after. Typically for the benefits paid
on or before the retirement age , the longevity risk is not very material.
Actuarial risk
Salary Increase Assumption: Actual Salary increase that are higher than the assumed salary escalation, will result in increase to the
obligation at a rate that is higher than expected.
During the year/period there are no financial instruments which are measured at Level 1 and Level 2 category.
The fair value of financial instruments referred above have been classified into three categories depending on the inputs used in the
valuation technique. The hierarchy gives the highest priority to quoted prices in active market for identical assets or liabilities (level 1
measurements) and lowest priority to unobservable inputs (level 3 measurements). The categories used are as follows :
Level 1: This hierarchy includes financial instruments measured using quoted prices.
Level 2: The fair value of financial instruments that are not traded in an active market is determined using valuation techniques which
maximise the use of observable market data and rely as little as possible on entity-specific estimates. If all significant inputs required to
fair value an instrument are observable, the instrument is included in level 2.
Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3.
There are no transfers between the levels during the year/period.
Valuation processes :
For level 3 financial instruments the fair values have been determined based on present values and the discount rates used were adjusted
for counterparty or own credit risk.
Note 26: Financial risk management
The Company's business activities expose it to a variety of financial risks, namely liquidity risk, market risks and credit risk. The
Company's senior management has overall responsibility for the establishment and oversight of the Company's risk management
framework. The Company has constituted a Risk Management Committee, which is responsible for developing and monitoring
the Company's risk management policies. The key risks and mitigating actions are also placed before the Audit Committee of the
Company. The Company's risk management policies are established to identify and analyse the risks faced by the Company, to
set appropriate risk limits and controls and to monitor risks and adherence to limits. Risk management policies and systems are
reviewed regularly to reflect changes in market conditions and the Company's activities.
The Risk Management Committee of the Company is supported by the Finance team and experts of respective business divisions
that provides assurance that the Company's financial risk activities are governed by appropriate policies and procedures and that
financial risks are identified, measured and managed in accordance with the Company's policies and risk objectives. The activities
are designed to:
-protect the Company's financial results and position from financial risks
-maintain market risks within acceptable parameters, while optimizing returns; and
-protect the Company's financial investments, while maximizing returns.
The Treasury department is responsible to maximize the return on companies internally generated funds.
A. Management of Liquidity Risk:
Liquidity risk is the risk that the company will face in meeting its obligations associated with its financial liabilities. The company's
approach to managing liquidity is to ensure that it will have sufficient funds to meet its liabilities when due without incurring
unacceptable losses. In doing this, management considers both normal and stressed conditions. A material and sustained shortfall
in our cash flow could undermine the company's credit rating and impair investor confidence.
B. Management of Market risks
Market risks comprises of:
- price risk; and
- interest rate risk
The company does not designate any fixed rate financial assets as fair value through profit and loss nor at fair value through OCI.
Therefore company is not exposed to any interest rate risks. Similarly company does not have any financial instrument which is
exposed to change in price.
Note 26: Financial risk management (Contd.)
C. Capital Management
The company considers the following components of its Balance Sheet to be managed capital:
Total equity as shown in the balance sheet includes retained profit and share capital.
The company aim to manages its capital efficiently so as to safeguard its ability to continue as a going concern and to optimise
returns to our shareholders. The capital structure of the company is based on management's judgment of the appropriate balance
of key elements in order to meet its strategic and day-to-day needs. We consider the amount of capital in proportion to risk and
manage the capital structure in light of changes in economic conditions and the risk characteristics of the underlying assets. In
order to maintain or adjust the capital structure, the company may adjust the amount of dividends paid to shareholders, return
capital to shareholders or issue new shares.
The company's policy is to maintain a stable and strong capital structure with a focus on total equity so as to maintain investor,
creditors and market confidence and to sustain future development and growth of its business. The company will take appropriate
steps in order to maintain, or if necessary adjust, its capital structure. company is not subject to financial covenants in any of its
significant financing agreements.
The management monitors the return on capital as well as the level of dividends to shareholders.
D. Management of Credit Risks
Credit risk is the risk of financial loss to the company if a customer or counter-party fails to meet its contractual obligations.
Trade receivables
Concentrations of credit risk with respect to trade receivables are limited, due to the company's customer base being large and
diverse and also on account of member's deposits kept by the company as collateral which can be utilised in case of member
default. All trade receivables are reviewed and assessed for default on a quarterly basis.
Our historical experience of collecting receivables, supported by the level of default, is that credit risk is low. Company is not
exposed to any other credit risks.
Note 27 : Going Concern
The company has retired from 3 Joint Venture Partnership Firms viz. IITL Nimbus The Express Park View (EPV II) on 06.10.2023.
IITL Nimbus The Palm Village on 16.10.2023 and IITL Nimbus The Hyde Park on 16.01.2024
The company has also exited from its Associate, Golden Palms Facility Management Pvt. Ltd. on 12.01.2024. The company is
continuing with one Joint Venture viz. Capital Infraprojects Pvt. Ltd. and having adverse cash flow as at 31.03.2024
As on 31.03.2024, the accumulated loss of ' 3796.00 lakhs, exceeds the paid up capital and net worth of the company stands fully
eroded. The total liability of the company exceeds its total assets.
The company has no business of its own and also no other cash flow at present. Thus, the company ceases to be a “Going Concern”
and accordingly these financial statements have been prepared on the basis that the company does not continue to be a “Going
Concern”and therefore all assets that have being valued at their realisation value where lower than cost and all known liabilities have
been fully provided for and recorded in the financial statements on the basis of best estimate of the Management.
Note 28 : Exceptional Item
Nimbus Projects Limited, an existing partner in Joint Venture Partnership Firm/Special Purpose Vehicle (SPV) viz. IITL Nimbus
The Express Park View (EPV II), IITL Nimbus The Palm Village and IITL Nimbus The Hyde Park, have acquired the capital
investment contribution of the company in the Firms for an aggregate sale consideration of ' 302.38 lakhs, ' 2,200.00 lakhs and
' 175.00 lakhs respectively.
As per the tripartite agreement entered between the continuing partner, the retiring partner and special purpose vehicles (SPV) all
liabilities of the retiring partner and SPV, past and future will be taken over by the continuing partner.
Consequently
(1) The impairment provided for the capital contribution in the earlier year is reversed and credited to impairment loss in the statement
of profit & loss during this year.
(2) The share of loss in the partnership firm which gets extinguished is credited to current account and is written back to exceptional
items in statement of profit & loss during this year.
Share of profit/(loss) from Joint Venture Partnership Firms for the year ended March 31, 2024 is based on its audited financial
results prepared under Indian Accounting Standards (“Ind As”) which have been audited by the respective Statutory Auditors of the
Joint Venture partnership firms.
Note 30
The promoters of the Holding Company viz. Mr. Bipin Agarwal, M/s. N.N. Financial Services Private Limited and M/s. Nimbus
India Limited (Sellers) have entered into share purchase agreement on 08.02.2024 with Mr. Vikas Garg, M/s. Vikas Lifecare
Limited and Advik Capital Limited (hereinafter referred to as “Acquirers”) under which the acquirers proposed to acquire 9407067
equity shares representing 41.72% of the paid up share capital at ' 275/- per each equity share amounting to total consideration
of ' 258.69 crores and consequent control of our company.
The Acquirers have triggered the requirement to make an open offer to the shareholders of our Company in terms of Regulation
5 of SEBI (SAST) Regulations, 2011 and have made a public offer.
Application made by the Holding Company, to the Reserve Bank of India, for change in management control has been returned
with their observations, vide their letter 6th May 2024, with their comment “due to lack of regulatory comfort on account of existence
of more than one NBFC in the resulting group, we are unable to accede to your request and hence captioned application is
returned herewith.
However, the acquirers have vide their letter dated 14th May 2024 are pursuing the subject matter of approval with the Reserve
Bank of India.
The open offer is subject to consent from Reserve Bank of India / Securities and Exchange Board of India which is pending.
Note 31 : Segment information
Operating segments are reported in a manner consistent with the internal reporting provided to the Chief Operating Decision
Maker (“CODM”) of the Company The CODM, who is responsible for allocating resources and assessing performance of the
operating segments, has been identified as the Managing Director and CEO of the Company. The company has identified the
company engaged only in real estate development and related activities and hence there are no reportable segments as per Ind
AS 108.
Note 32 : Lease
Effective 1st April 2019, In AS 116 'Leases' became applicable wherein all leases on balance sheet date are required to be
recognized by a lessee as 'Right of Use' (ROU) assets and corresponding amount as 'Lease liability', and provide Depreciation for
the ROU assets and Finance cost for interest on accrued liability. However, the Company does not have any long term lease for
own use or a lease to which erstwhile In AS 17 on 'Leases' used to apply and hence, the impact of In AS 116 is Nil.
Note 35 :
Additional disclosures as required under schedule III of the Companies Act 2013.
1. The company has no immovable property, hence title deed of immovable property is not held in the name of the company, not
applicable.
2. The company does not hold any Investment Property in its books of accounts, so fair valuation of investment property is not
applicable.
3. The Company has not revalued any of its Property, Plant & Equipment in the current year & last year.
4. The Company has not revalued any of its Intangible assets in the current year & last year.
5. The company has not granted any loans or advances to promoters, directors, KMP's and the related parties that are repayable on
demand or without specifying any terms or period of repayment.
6. The company does not have any assets as capital working progress as at 31st March, 2024
7. The company does not have any intangible assets under development as at 31st March, 2024
8. No proceedings have been initiated or pending against the company under the Benami Transactions (Prohibition) Act,1988.
9. During the year 31st March, 2024 the company has not borrowed from banks or financial institution on the basis of security of current
assets.
10. The company has not been declared as a willful defaulter by any bank or financial institution or any other lender.
11. Company is not having any transaction with the Companies struck off under the Section 248 of the Companies Act 2013 or Section
560 of the Companies Act 1956.
12. There are no charges or satisfaction which are to be registered with ROC beyond statutory period.
13. The provisions of clause (87) of section 2 of the Act read with the Companies (Restriction on number of Layers) Rules, 2017 are not
applicable to the company as per Section 2(45) of the Companies Act,2013.
14. The company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities
(intermediaries) with the understanding that the intermediary shall:
a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the
company (ultimate beneficiaries) or
b) provide any guarantee, security or the like on behalf of ultimate beneficiaries.
15. The company does not have any transaction which is not recorded in the books of accounts that has been surrendered or disclosed
as income during the year in the tax assessment under the Income Tax Act, 1961
16. The company has not traded or invested in Cyrpto Currency or Virtual Currency during the financial year.
17. There were no scheme of Arrangements approved by the competent authority during the year in terms of section 230 to 237 of the
Companies Act, 2013.
Previous Year's figures have been regrouped/reclassified wherever necessary to correspond with the current year classification/
disclosure.
Note 37 :
The Financial Statement is approved by the Board of Directors of the Company in the meeting held on May 30, 2024.
Vide our report of even date attached For and on behalf of the Board of Directors
For Maharaj N R Suresh and Co. LLP DR. BIDHUBHUSAN SAMAL BIPIN AGARWAL
Chartered Accountants Chairman Director
Firm Registration No.001931S/S000020 DIN: 00007256 DIN: 00001276
Place : Mumbai Place : Delhi
K V SRINIVASAN SHIVANI KAWLE
Partner Manager & Company Secretary
Membership No. 204368
Chennai : May 30, 2024 Mumbai : May 30, 2024
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