The Directors are pleased to present the Seventy Ninth Annual Report of
the Company, together with the Audited Statements of Accounts for the
year ended March 31, 2012.
Current Year Previous Year
(Rs. in lakhs) (Rs. in lakhs)
(a) Total Income 1256.50 1020.06
Profit before Depreciation 493.83 599.48
Less : Depreciation 8.64 4.74
Profit before Tax 485.19 594.74
Less : Provision for Tax 98.49 188.47
Add : Balance of Profit brought
forward from the previous year 3232.93 3103.16
Amount available for appropriation 3619.63 3509.43
(b) From this, the Directors have
Special Reserve 77.34 81.26
General Reserve 19.34 20.32
(c) The Directors recommend
payment of Dividend at the rate
of Rs. 1.50 per share (previous
year Rs. 1.50 per share) on
1,00,00,000 shares of
Rs. 10/- each which will absorb 150.00 150.00
Tax on proposed Dividend 15.72 24.92
(d) Leaving a balance to be carried 3357.23 3232.93
The Company has earned pre-tax profit of Rs. 485.19 lakhs during the year
as compared to Rs. 594.74 lakhs in the previous year. The profitability
has been impacted mainly due to loss on sale of long-term investments
and provision for diminution in value of investments aggregating to Rs.
503.42 lakhs as compared to Rs. 173.94 lakhs in the previous year. During
the year the Company has recovered fully provided loan of Rs. 800 lakhs.
Whereas there was a reversal of provision on investment in a subsidiary
of Rs. 587.05 lakhs in the previous year in view of improvement in its
profitability and networth.
Your Directors are pleased to recommend payment of dividend of Rs. 1.50
per equity share of Rs. 10/- each (15%) on the Equity Share Capital of
the Company. The dividend together with the tax on dividend, will
absorb a sum of Rs. 165.72 lakhs.
CHANGE IN CAPITAL STRUCTURE
The Company, on June 15, 2012, raised US$ 59,887,493.75 (equivalent to
Rs. 33776.07 lakhs) through issue of 48,88,775 Global Depositary Receipts
(each representing two Equity Shares of Rs. 10/- each) at an issue price
of US$ 12.25 per GDR. Pursuant to GDRs Issue, the Company issued and
allotted underlying 97,77,550 Equity Shares of Rs. 10/- each at a price
of Rs. 341.53 per share (including a premium of Rs. 331.53 per share).
Consequent upon issue and allotment, as aforesaid, of 97,77,550 Equity
Shares during the period under report, the paid-up share capital of the
Company increased from Rs. 10,00,00,000/- to Rs. 19,77,75,500/-, divided
into 1,97,77,550 Equity Shares of Rs. 10/-each.
All the Equity Shares issued and allotted as above are listed on Bombay
Stock Exchange Limited and National Stock Exchange of India Limited and
have been admitted to dealings on both the Stock Exchanges. The GDRs
issued by the Company are listed on the Luxembourg Stock Exchange.
Use of proceeds from GDR Issue:-
Subject to compliance with, and as permitted under applicable laws and
regulations, including the RBI regulations, the Company intends to use
the proceeds of the GDR Issue for investment and capitalisation of its
subsidiaries, general corporate purposes including but not restricted
to strategic initiatives, partnerships, joint ventures, investments,
acquisitions and meeting exigencies, which the Company in the ordinary
course of business may undertake, or any other purposes as approved by
the Board of Directors from time to time.
Proposed Issue of Compulsorily Convertible Preference Shares (CCPS):-
The Company is raising additional funds by issue of Compulsorily
Convertible Preference Shares (CCPS) upto 30,00,000 to promoters namely
N. N. Financial Services Private Limited and Nimbus India Limited at a
price of Rs. 350/- (including premium of Rs. 340/-). The Company is keen to
enter into an Insurance Sector as a Joint Venture Participant / by
acquiring a stake in a Life Insurance Company. Insurance is a nascent
sector in India providing a wide potential to the investors. The sector
has started gaining momentum in the last decade and the Insurance
Companies are churning out various insurance products. To meet the
eligibility criteria of the funds required for entering into an
insurance business, the Company is raising additional funds through the
issue of CCPS. Meanwhile, the Company is on the look out for a suitable
company in the insurance sector for possible investment/ participation
in its equity. With a view to seizing a potential opportunity, the
Company has entered into a legally non-binding Letter of Intent and
pursuant to that it has deposited a sum of Rs. 250 crores with the
intending seller to show its commitment for acquiring the stake in the
equity capital of an insurance company subject to compliance of
conditions precedent stipulated therein including the prior approval of
Reserve Bank of India (RBI) and Insurance Regulatory and Development
Authority (IRDA). The Company will seek all necessary approvals from
various Statutory / Regulatory authorities before entering into any
Your Company is an investment company, with a long term view of its
portfolio. Besides making investments in quoted and unquoted
securities, the Company makes investments in fixed deposits with
renowned banks, units of mutual funds. Your Company also gives loans to
its group companies.
Investment portfolio is reviewed periodically and appropriate
restructuring is done keeping in mind the market environment. Since
mutual funds are subject to market risks and prone to risk due to
fluctuation in NAVs, the proper assessment is done while making
investments in mutual funds.
The details of the Company''s investments, including a portfolio summary
and analysis of securities held are given in Note No. 2.8 to the
Balance Sheet as on March 31, 2012. The loans to subsidiaries and other
entities within the group and interest income on the same are disclosed
in Note No. 2.21 to the Balance Sheet as on March 31, 2012.
Due to global financial crisis and a sharp decline in the domestic
capital markets, there was erosion in the value of the Company''s
investment portfolio. As a result of this, the market value of the
Company''s quoted investments as on March 31, 2012 was Rs.562.67 lakhs,
as compared to its cost of Rs. 1755.99 lakhs. However, total provision
of Rs. 697.64 lakhs made towards permanent diminution in value of
investments has been considered adequate in view of inherent strength
of the investments in long term. During the year, the Company invested
Rs. 2,562.49 lakhs in shares / mutual funds and sold / redeemed shares /
mutual funds for value of Rs. 3,696.88 lakhs.
IIT Investrust Limited (IITIL)
IITIL''s core business activities of Stock Broking, Depository
facilities and Arbitrage have improved significantly. During the period
under review, our performance as a registered broker for Mutual fund
Investments has also improved. The other activities of the Company are
Advisory & Consultancy services to various body corporate.
It has initiated steps to establish Franchisee across the country and
currently is in the process of obtaining institutional empanelment. It
is also pursuing for private sector corporations, multinational
corporations, financial institutions, institutional investors, high
net-worth individuals, retail investors as well as market
intermediaries to widen our network through planned and focused
marketing, tight control on liquidity and margins, cost effective
sourcing of services, improved quality and timely services.
IITL Projects Limited - (IITLPL) (Formerly known as Indo Green Projects
IITLPL 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 Okhla
Industrial Development Authority (NOIDA) and Yamuna Expressway
Authority (YEA). IITLPL is in the process of implementing, in all, five
i) The Express Park View
IITLPL has 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 IITLPL 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'', IITLPL 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 Authority. 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
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
IITLPL and Nimbus Projects Limited in the Capital Infraprojects Private
IIT Insurance Broking and Risk Management Private Limited (IIBRMPL)
During the year, IIBRMPL has widened its network and its total number
of operational offices at the year end stands at 19 and it has 258
employees on its pay roll. It has organized 530 insurance awareness
camps in various parts of the country in order to promote Life and
Non-Life Insurance business. It is in the process of obtaining ISO
IIT Media and Entertainment Private Limited (IMEPL)
Consequent to the Capital Reduction Petition filed by IMEPL with the
High Court of Judicature at Mumbai for reduction of its share capital,
it has obtained an Order dated July 22, 2011 approving the same.
Accordingly, the same was registered with the Registrar of Companies,
Maharashtra and a Certificate dated September 11, 2011 was obtained to
INVESTMENTS IN WORLD RESORTS LIMITED (WRL)
The Company has made investment of Rs. 1551.81 lakhs towards acquisition
of 25% in equity of an unlisted public company, World Resorts Limited,
which is into the business of hospitality and owns and operates a five
star hotel by the name Golden Palms Hotel & Spa at Tumkur Road,
Bangalore. WRL has vast potential and the investment in this Company is
expected to be fruitful in the medium term.
PARTICULARS UNDER SECTION 212 OF THE COMPANIES ACT, 1956
As per Section 212 of the Companies Act, 1956, the Company is required
to attach the Directors'' Report, Balance Sheet and Profit and Loss
Account of its subsidiary companies to its Annual
Report. A general exemption from complying with the provision of
Section 212 of the Companies Act, 1956 has been granted by the Ministry
of Corporate Affairs to the companies vide its Circular No. 2/2011
dated February 8, 2011, provided that the company complies with the
conditions stated in the circular. The Company has complied with all
the conditions stated in the said circular for the financial year
2011-2012 for availing the said exemption. The Annual Report,
therefore, does not contain the reports and other statements of the
subsidiary companies. Upon request, the Company will make available the
annual audited accounts and related information of the subsidiary
companies to the investors of the Company. These documents will also be
available for inspection during business hours at the registered office
of the Company.
As required by Accounting Standard - 21 and Listing Agreement with the
Stock Exchanges, the audited consolidated financial statements of the
Company and its subsidiaries are attached.
During the year under review, the Company has not accepted any deposits
from the public.
TRANSFER TO THE INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
In terms of Section 205C of the Companies Act, 1956, a sum of Rs.
5,14,306/- lying with the Company as unclaimed dividend for the year
2003 - 2004 i.e. for a period of seven years from the date they became
due for payment, were transferred during the period under review to the
Investor Education and Protection Fund.
Mr. T.M. Nagarajan who was appointed as an Additional Director on
February 3, 2012, holds office 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 his candidature as Director of the Company.
The Board of Directors, at its meeting held on October 20, 2011,
re-appointed Dr. B. Samal as Executive Chairman of the Company for a
period of 1 year w.e.f. from January 24, 2012 to January 23, 2013.
In accordance with the provisions of the Companies Act, 1956, Mr. R.S.
Loona and Mr.Venkatesan Narayanan, Directors retire by rotation and,
being eligible, offer themselves for re- appointment.
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.
There are no qualifications or adverse remarks in the Auditors'' Report
which require any clarification or explanation.
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 confirmed that their appointment, if made, will be
within the prescribed limits under Section 224(1B) of the Companies
You are requested to re-appoint M/s. Deloitte Haskins & Sells,
Chartered Accountants, as Auditors of the Company from the conclusion
of the 79th Annual General Meeting until the conclusion of the 80th
Annual General Meeting of the Company.
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 Exchanges, is attached separately in this Annual Report.
Your Company has been practising 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 with the
conditions of Corporate Governance are provided separately in this
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to Section 217(2AA) of the Companies (Amendment) Act, 2000,
your Directors confirm that:
(a) in the preparation of the annual accounts, the applicable
accounting standards have been followed;
(b) appropriate accounting policies have been selected and applied
consistently and that they have made judgements and estimates that are
reasonable and prudent so as to give a true and fair view of the
affairs of the Company for the year ended March 31, 2012;
(c) proper and sufficient care has 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; and
(d) the annual accounts have been prepared on a ''going concern'' basis.
PARTICULARS OF EMPLOYEES
There are no Employees coming under the purview of Section 217 (2A) of
the Companies Act, 1956 and therefore such information has not been
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGOINGS
Your Company is not engaged in any manufacturing activities, and
therefore, there are no particulars to be disclosed under the Companies
(Disclosure of Particulars in the Report of the Board of Directors)
Rules, 1988, relating to conservation of energy or technology
absorption. During the year under review, the Company did not earn any
foreign exchange and there was no expenditure in foreign exchange.
Your Directors wish to express their grateful appreciation for the
valuable support and co-operation received from business associates,
banks, financial institutions, shareholders, various statutory
authorities and society at large. Your directors also place on record,
their appreciation for the contribution, commitment and dedication of
the employees of the Company and its subsidiaries at all levels.
On behalf of the Board of Directors,
Dr. B. Samal
Date : August 09, 2012