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.
Note 30 : Employee benefits (Contd.)
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.
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.
The carrying amounts of trade receivables, trade payables, short term security deposit, bank deposits with more than 12 months maturity,
capital creditors and cash and cash equivalents are considered to be the same as their fair values due to short term nature.
The fair value for loans, security deposits and investments in preference share were calculated based on discounted cash flows using
a current lending rate. They are classified as level 3 fair values in the fair value hierarchy due to the inclusion of unobservable inputs
including counterparty credit risk.
The fair value for preference share liabilities are based on discounted cash flows using a current lending rate. They are classified as level
3 fair values in the fair value hierarchy due to the inclusion of unobservable inputs including counterparty credit risk.
For financial assets and liabilities that are measured at fair value, the carrying amounts are equal to the fair values.
Note 34: 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.
Note 34: Financial risk management (Contd.)
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.
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 35 : Going Concern
As on 31.03.2025, the accumulated loss of ' 649.05 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 at present there are no other cash flows. 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 36 : Exceptional Item
The Board of Directors in its meeting held on December 06, 2024 has approved the variation in the terms of 70,00,000, 0% Non¬
Convertible Redeemable Preference Shares of the Company issued to the Holding company, Industrial Investment Trust Limited, subject
to the approval of Members of the Company and Industrial Investment Trust Limited, being the sole preference shareholder of the
Company. The revised terms shall be as under :-
a. The maximum period of redemption of the entire 70,00,000 Preference Shares shall be extended upto March 31, 2026.
b. Preference Shares to be redeemed at the rate of ' 50/- per share (including premium of ' 40/-) instead of, pre-determined rate of '
110/- per share (face value of ' 10/- and premium of ' 100/-).
c. Save as what is mentioned hereinabove, all the other terms and conditions of the said preference shares shall remain the same.
IITL Projects Limited, have accorded their shareholders consent on 7th January 2025 through postal ballot and Industrial Investment Trust
Limited holding company have accorded their shareholders consent on 7th January 2025.
Consequently
The reduction in Fair Value of Preference Share is written back to exceptional items in statement of Profit & Loss during this quarter /
year.
Note 37 : Notes specific to Joint Ventures
The Board of Director in its meeting held on September 09, 2024 has approved for the sale of Equity Share held by the Company in the
Joint Venture Associate Company, Capital Infra Projects Private Limited (“CIPL”) to Medanta Realestate Private Limited.
IITL Projects Limited have accorded their share holder consent on 16th November, 2024 through postal ballot. The Company received sale
consideration and shares have been transferred during this quarter.
Consequently
(i) The impairment provided for Capital Infraprojects Private Limited in the earlier year is reversed and credited to impairment loss in the
statement of profit and loss during the quarter/year under review.
(ii) The Company has exited from its Associate Joint Venture (“CIPL”) on 28th January, 2025. Consolidated financial statement is not
prepared since equity method of consolidation is followed and entire investments has been impaired in earlier year itself and further
investment has been sold during this quarter.
Note 38 :
The promoters of the Holding Company (Industrial Investment Trust Limited), viz. Mr. Bipin Agarwal, M/s. N.N. Financial Services Private
Limited and M/s. Nimbus India Limited (Sellers) had 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 of the Holding Company at ' 275/- per each equity share
amounting to total consideration of ' 258.69 crores and consequent control of our company.
The Acquirers had 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 had 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”.
Consequent to the above development, 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 Termination Agreement on July 26, 2024 for Termination of
Share Purchase Agreement dated 08.02.2024 and the Acquirers made withdrawal announcement on dt. 30.07.2024.
Note 39 : 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 40 : 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 43 :
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, 2025
7. The company does not have any intangible assets under development as at 31st March, 2025
8. No proceedings have been initiated or pending against the company under the Benami Transactions (Prohibition) Act,1988.
9. During the year 31st March, 2025 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. Disclosure of Ratios (refer annexure below)
15. There were no scheme of Arrangements approved by the competent authority during the year in terms of section 240 to 247 of the
Companies Act, 2013.
16. 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.
Previous Year's figures have been regrouped/reclassified wherever necessary to correspond with the current year classification/
disclosure.
Note 45 :
The Financial Statement is approved by the Board of Directors of the Company in the meeting held on May 23, 2025.
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 SHRIRAM KHANDELWAL
Chartered Accountants Chairman Director
Firm Registration No.001931S/S000020 DIN: 00007256 DIN: 06729564
K V SRINIVASAN SHIVANI KAWLE SAGAR JAISWAL
Partner Manager & Company Secretary Group CFO
Membership No. 204368
Chennai : May 23, 2025 Mumbai : May 23, 2025
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