IIT Investrust Limited

DIRECTORS' REPORT

THE SHAREHOLDERS

Your Directors Present The Eightieth Annual Report Of Your Company Together With THE Audited Statements OF Accounts FOR THE YEAR ENDED 31ST March, 2015.

2. DIVIDEND

In view of the accumulated losses, the Directors do not recommend any dividend for the year under report.

3. CHANGE IN THE NATURE OF BUSINESS, IF ANY

There has been no change, in the nature of business of the Company.

4. MANAGEMENT ANALYSIS

The Company is exploring diversification into allied activities within the ambit of the Objects Clause in the Memorandum of Association.

5. MATERIAL CHANGES BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE BOARD REPORT

There has been no material change between the end of the Financial Year and the date of the Board Report.

6. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

There are adequate internal control procedures commensurate with the size of the Company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of goods.

7. DETAILS OF SUBSIDIARY/JOINT VENTURES

As on the date of this Report, the Company has no Subsidiary.

8. ASSOCIATE COMPANIES

As on the date of this Report, there is no Associate Company.

9. FIXED DEPOSITS

The Company has not invited/accepted any deposits from the public during the year ended 31st March, 2015. There were no unclaimed or unpaid deposits as on 31st March, 2015.

10. AuDITORS

M/s N.M.Pandya & Associates, Chartered Accountants, Mumbai, bearing ICAI Registration No.131008W hold office as Auditors of your Company upto the conclusion of the forthcoming Annual General Meeting. A certificate has been obtained from them pursuant to Section 141(3)(g) of the Companies Act, 2013 to the effect that their appointment, if made, would be within the limits prescribed there under.

11. auditors' report

There is no comment/qualification/adverse remark/explanation made by the Auditors in their Report.

12. SHARE CAPITAL

During the year under report, the Company has not issued any shares.

13. NOMINATION AND REMUNERATION COMMITTEE, RISK MANAGEMENT COMMITTEE OR ANY OTHER COMMITTEE

The provisions pertaining to Corporate Governance do not apply to the Company and hence there is no requirement of constitution of any Committee.

14. EXTRACT OF THE ANNUAL RETURN

The extract of the Annual Return prepared in Form MGT-9 in pursuance of Section 92 of the Companies Act, 2013 is annexed and forms part of this Report.

15. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The nature of business being retailing, providing information with regard to conservation of energy and technology absorption as required under Section 134 of the Companies Act, 2013 and the Rules there under and forming part of this Report does not arise for your Company.

Further, the Company neither used nor earned any foreign exchange during the year under report.

16. CORPORATE SOCIAL RESPONSIBILITY

Since the Company's net worth as well as its net profits are both below the minimum prescribed limits, the provisions of clause (o) of Section 134(3) of the Companies Act, 2013 read together with Rule 9 of the Companies (Corporate Social Responsibility) Rules, 2014 do not apply and hence disclosures on Corporate Social Responsibility are not required to be given.

17. DIRECTORS:

Mr. Milan B. Dalal retires by rotation and, being eligible, offers himself for reappointment

In terms of the Articles of Association of the Company, Mr.Nitin Velhal retires at the ensuing Annual General Meeting.

The Company has received a notice in writing from a member proposing the candidature of Mr.Nitin Velhal for appointment as Independent Director. The Company has received declaration from Mr.Nitin Velhal confirming that he meets with the criteria of independence as prescribed under of Section 149(6) of the Companies Act, 2013.

Your Directors recommend the appointment of Mr.Nitin Velhal as Independent Director.

During the year under report, Ms.Bijal Shroff was appointed Additional Director in the category of Woman Director in compliance of the provisions of the Listing requirements.

The Company has received a notice in writing from some members proposing the candidature of Ms.Bijal Shroff as Independent Director.

The Company has received declaration from Ms.Bijal Shroff confirming that she meets with the criteria of independence as prescribed under of Section 149(6) of the Companies Act, 2013.

18. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

During the year 2014-2015, the Board of Directors met four times viz. on 30th May, 2014; 8th August, 2014, 12th November, 2014 and 23rd January, 2015.

19. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

The Company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under Section 189 of the Companies Act, 2013 and hence no information is required to be furnished.

Details of investments in all bodies corporate are given in Note 7 in the Financial Statements.

20. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The Company's contracts with related partes are given in note no. xv of the Financial Statements has not entered into any contract or arrangement with related parties.

21. MANAGERIAL REMUNERATION

The Key Managerial Personnel are not paid any rumination.

22. SECRETARIAL AUDIT REPORT AND COST AUDIT REPORT

M/s Sanjay Soman & Associates, Company Secretaries in Whole-time Practice, Mumbai, were appointed Secretarial Auditors of the Company pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Rules made there under.

The Secretarial Audit Report issued by M/s Sanjay Soman & Associates is annexed and forms part of this Report. The said Report does not contain any qualification, reservation or adverse remark or disclaimer.

Given the nature of the Company's activities, the provisions relating to submission of Cost Auditors' Report do not apply to the Company.

23. CORPORATE GOVERNANCE CERTIFICATE

The provisions pertaining to Corporate Governance do not apply to the Company and hence the Company is not required to furnish any certificate with regard to Corporate Governance.

24. RISK MANAGEMENT POLICY

The provisions pertaining to Corporate Governance do not apply to the Company and hence the Company is not required to furnish any report regarding Risk Management Policy.

25. PARTICULARS OF EMPLOYEES

During the year under report, there was no employee of the category mentioned in Section 134 of the Companies Act, 2013 and the Rules thereunder and hence information in this regard is not required to be furnished.

26. DIRECTORS' RESPONSIBILITY STATEMENT

As required under Section 134(5) of the Companies Act, 2013, the Directors hereby confirm that:

1. In the preparation of the Annual Accounts, the applicable accounting standards have been followed;

2. They have selected such accounting policies 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 your Company at the end of the financial year covered under this Report and of the profit of your Company for the year;

3. They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities;

4. The Annual Accounts have been prepared on a going concern basis.

5. They have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

6. They have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems were adequate and operating effectively.

27. ACKNOWLEDGEMENTS

Your Directors wish to place on record their appreciation of the co-operation and diligent efforts of the employees of your Company.

FOR AND ON BEHALF OF THE BOARD

MILAN B.DALAL DIN: 00062453

NITIN VELHAL DIN: 00820859

Registered Office: Bhupen Chambers, Ground Floor Unit 1, Dalal Street Fort, Mumbai 400 001 CIN: L31100MH1936PLC002497 Email: milan@cifco.in

Place : Mumbai

Dated: 14th August, 2015