IIT Investrust Limited

DIRECTORS' REPORT

The Members,

Your Directors hereby present their Twenty Eighth Annual Report on the business and operations of the Company and financial statements for the year ended March 31, 2015.

DIVIDEND

For the year ended on 31st March, 2015, in the view of the losses, the Directors regret their inability to recommend any dividend.

OPERATIONS OF THE COMPANY

There were no own processing operations during the year 2014-15. Only the residual activities under job work were carried out. The Company recorded a Total Income of Rs. 380.10 lacs. During the year, the Company incurred Net Loss of Rs. 562.26 lacs. The prior period items/ major loss have been due to crystallisation of Sales Tax liability pertaining to the period prior to year 2005.

CHANGE IN NATURE OF BUSINESS

During the year under review, there was no change in the nature of the business of the Company. However, the Board of Directors proposes to undertake various business initiatives in near future, in addition to the existing business activities.

REVISION OF FINANCIAL STATEMENT

During year under review there has been no revision of financial statement in the relevant financial year. MATERIAL EVENTS OCCURRING AFTER BALANCE SHEET DATE

a. The Company has applied for change of Name and ROC has no objection for availability of changed name from Umred Agro Complex Limited to Cian Agro Industries and Infrastructure Limited.

b. Mr. Uday Kamat, Managing Director of the Company had tendered his resigned w.e.f. 31/07/2015.

SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES

The Company do not have subsidiaries, joint ventures or associate Companies.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has in place adequate internal control systems and procedures commensurate with the size and nature of business. These procedures are designed to ensure:

a) that all assets and resources are used efficiently and are adequately protected;

b) that all the internal policies and statutory guidelines are complied with; and

c) the accuracy and timing of financial reports and management information is maintained.

REHABILITATION STATUS

Pursuant to review hearing held in May 2014 and the directives of Hon'ble BIFR to come up with Net Worth positive position, the Company took the following steps:

1. The Company opted for Government of Maharashtra's Special Amnesty Scheme 2013 and sought relief and concessions against the Outstanding Dues (Contingent/ Crystallized) of Sales Tax Department.

2. The Company tied up with the Strategic Alliance Partner under MRS-2004, for the financial assistance for settlement of entire Sales Tax dues, under the Special Amnesty Scheme, 2013 and for negotiated settlement of outstanding dues of Secured Creditors.

3. In view of future business plans and need felt to further increase the Authorised Share Capital to Rs.30 Crores, the Company has taken necessary steps.

4. Subject to the necessary approvals from Hon'ble BIFR, SEBI, Stock Exchanges, and other appropriate authorities, the conversion of the unsecured loans into equity shares on preferential basis shall be made to achieve Net Worth positive position. Accordingly, the Company plans to submit a proposal to Hon'ble BIFR towards compliance of their directives

SETTLEMENTS

During the year under review, with financial assistance from the Strategic Alliance Partners, the Company took steps for settlement of the outstanding dues of secured creditors namely M/s Cargill India Pvt. Ltd. (Cargill) and Tirupati Urban Co-operative Bank Ltd., Nagpur (Tirupati Bank). It entered into negotiated settlement for outstanding dues of Cargill. The payment under the said settlement is under progress. The Company has also submitted a settlement proposal to Tirupati Bank, which is under their consideration.

TRANSFER TO RESERVES

The Company has not transferred any amount to the general reserve account during the reporting period.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 form part of the notes to the financial statements provided in this Annual Report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013, in the prescribed Form AOC-2, is appended as Annexure A to the Board's report. The Company has proposed requisite resolutions for approval of members at the AGM.

NAME CHANGE

The management of the Company, in order to reflect the proposed business activities, intends to change the name of the Company from M/s Umred Agro Complex Limited to M/s Cian Agro Industries & Infrastructure Limited.

INSURANCE:

Fixed and Current Assets of the Company are adequately insured.

OUTLOOK FOR NEW SEASON

With financial assistance from the Strategic Alliance Partners, the Company plans to add balancing equipment in the Solvent Extraction Plant, augment Refinery capacity to 100 TPD and is hopeful of commencing the processing operations during the oil season 2015-16.

DIRECTOR'S RETIRING BY ROTATION

In terms of Articles of Association of the Company and as per Section 152(6) of the Companies Act, 2013 provides that 2/3rd of the Board of Directors is considered to be Directors liable to retire by rotation, of which 1 /3rd shall retire at every Annual General Meeting of the Company as per Section 152(6) (e) of the Companies Act, 2013 and the Company shall have an option to re-appoint the retiring Director or appoint someone else in his place.

This year Shri Ravindra Boratkar (DIN 00299351) shall retire by rotation and being eligible offers himself for re-appointment at this Annual General Meeting. The Board of Directors recommends his re-appointment for consideration of the Shareholders.

The brief resume and other details relating to Shri Ravindra Boratkar (DIN 00299351) who is proposed to be re-appointed, as required to be disclosed under Clause 49 of the Listing Agreement, is incorporated in the annexure to the notice calling 28th Annual General Meeting of the Company.

DIRECTOR'S APPOINTMENT

Shri Anandrao Raut (DIN 01936684) AND Smt Gouri Chandrayan (DIN 07143914) were appointed as Additional Directors by the Board of Directors w.e.f. March 30, 2015 in accordance with the provisions of Section 161 of the Companies Act, 2013 and of Article of Association of the Company. Pursuant to Section 161 of the Companies Act, 2013 the above Directors hold office up to the date of this 28th Annual General Meeting. The Company has received request in writing from said Directors pursuant to Section 160 of the Companies Act, 2013 proposing the their candidature for appointment as Non-Executive Independent Directors of the Company.

DIRECTOR'S CESSATION

Shri Uday Kamat, (DIN No.: 00223578) Managing Director and Shri Surendra Mishra, (DIN. 02336019) Independent Director of the Company resigned with effect from July 31, 2015 and March 24, 2015 respectively. The Board of Directors wishes to place on record its sincere appreciation and gratitude for the valuable contribution and leadership received from the said Directors, during their long association with the Company.

MANAGEMENT'S DISCUSSION AND ANALYSIS

In terms of the provisions of Clause 52 of the Listing Agreement, the Management's discussion and analysis is set out in this Annual Report as Annexure B to the Board's report.

EVALUATION OF BOARD'S PERFORMANCE

In compliance with the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement entered with the Stock Exchange/s, the performance evaluation of the Board was carried out during the year under review.

BOARD MEETINGS

Details about Board Meetings held during the Financial Year 2014 - 15 are given in the Corporate Governance Report, which forms an integral part of this report.

DECLARATION BY INDEPENDENT DIRECTORS

The Independent Directors have confirmed that they meet the criteria of 'Independence' as stipulated under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement/s with the Stock Exchanges.

KEY MANAGERIAL PERSONNEL

Pursuant to the Section 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and other applicable provisions and rules of the Companies Act, 2013, the following existing executives of the Company were designated as the Key Managerial Personnel of the Company by the Board in term of 2(51) of the Companies Act 2013.

a) Shri Arvind Bakde, Whole Time Director (WTD)

b) Shri Suneet Pande, Chief Executive Officer(CEO) with effect from May 25, 2015

c) Shri Nitin Bedekar, Chief Financial Officer(CFO) with effect from March 30, 2015.

d) Ms Purva Joshi, Company Secretary (CS) with effect from May 25, 2015

DIRECTORS' RESPONSIBILITY STATEMENT:

The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state that

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) The directors had 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 the company at the end of the financial year and of the profit and loss of the company for that period;

(c) The directors had 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 the company and for preventing and detecting fraud and other irregularities;

(d) The directors had prepared the annual accounts on a going concern basis and

(e) The directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

(f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

BOARD MEETINGS

During the year under review, 6 Board Meetings were held and the intervening gap between the meetings did not exceed the period prescribed under the Act, the details of which are given in the Corporate Governance Report.

SHARE CAPITAL

As at March, 31, 2015 the Authorised Share Capital of the Company was Rs. 20.00 Crores and the paid-up Equity Share Capital stood at Rs. 8.08 Crores. During the year under review, the Company has not issued shares with differential voting rights nor has granted any stock options or sweat equity shares. The Board of Directors in their meeting held on September 5, 2015 have considered and recommends to increase the Authorised Share Capital of the Company from Rs 20 Crores to Rs 30 Crores.

LISTING OF SHARES

During the year, the Shares of the Company continued to be listed on The Bombay Stock Exchange Limited, Mumbai under Scrip Code No. 519477. The Company's trading of security on Stock Exchange was suspended due to certain non-compliance. However the Company has from time to time complied with requirements under Listing Agreement.

COMMITTEES

The Company has total four Committees namely Audit Committee, Stakeholders Relationship Committee and Nomination and Remuneration Committee. The details of which are given in the Corporate Governance Report, which forms an integral part of this report.

CORPORATE GOVERNANCE CERTIFICATE

Your Company is committed to achieve the highest standards of Corporate Governance. A separate statement on corporate governance is enclosed as a part of the Annual Report along with the Auditor's Certificate on its compliance as Annexure C to the Board's report..

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

With respect to Particulars of Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo required under the Companies (Accounts) Rules, 2014, due to no Own Processing operations and only the residual Job Work activities in the solvent extraction plant, the Conservation of energy and Technology absorption are not applicable. A separate statement of Particulars of Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo as Annexure D to the Board's report..

(a) Conservation of Energy: Not Applicable

(b) Technology Absorption: Not Applicable

PARTICULARS OF EMPLOYEES

In respect of particulars of employees pursuant to Section 196 & 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, there were no employees employed throughout the year and were in receipt of remuneration over the maximum limit prescribed under these sections.

HUMAN RESOURCES

The company has adapted good practices to retain, encourage and develop skills of all the employees of the company. During the year, in view of the financial hardship and difficult business situation, to ensure safety of its personnel & assets, the Company after the necessary legal compliances, has declared a Lockout w.e.f. September 5, 2014..

OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

In order to prevent sexual harassment of women at work place a new act The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 has been n otified on 9th December, 2013.

During the year under review, the Company had no woman employee.

EXTRACT OF ANNUAL RETURN

As required pursuant to Section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in Form MGT-9 as a part of this Annual Report as "Annexure E"

CASH FLOW STATEMENT

The Cash flow statement for the year ended March 31, 2015 is attached to the Balance Sheet. VIGIL MECHANISM / WHISTLE BLOWER POLICY

In pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism/ Whistle Blower Policy has been established by the Company to provide appropriate avenues to the employees to bring to the attention of the Management any issue which is perceived to be in violation of or in conflict with the fundamental business principles of the Company.

RISK MANAGEMENT POLICY AND REPORT

Your company has taken adequate measures to mitigate various risks impacting the Company, which includes the identification of various risk elements and steps for mitigation of the same.

AUDITORS

M/s Anil Mardikar & Company, Chartered Accountants, Auditors of the Company retire at ensuing Annual General Meeting. The Company has received a letter, from the Auditors expressing their desire to discontinue, as Statutory Auditors of the Company.

Pursuant to the provisions of Section 139 and other applicable provisions of the Companies Act, 2013, Board of Directors has recommended to appoint M/s. R. P. Kendurkar & Co., Chartered Accountants, Nagpur, (Firm Registration No.181071W) as the Statutory Auditors of the Company, in place of M/s. Anil Mardikar & Co., Chartered Accountants, Nagpur, who wish to discontinue.

COMMENTS ON THE AUDITORS' REPORT

About the observations made in the Auditors' Report and Annexure thereto, in the opinion of the management, the Company is consistent in its policy regarding treatment of retirement benefits.

Emphasis of Matter:

With regard to the above, Company's comments are as under:

A. 1. The Company has taken a view of writing off/ writing back the amounts wherein there were no transactions / communications for over three ( 3 ) years.

2. The Company has written back the amounts in respect of Cargill & MSEDCL, on the basis of formal negotiated settlements with the said parties.

3. The Company has availed benefits under the Special Amnesty Scheme, 2013 of the State Government wherein the pending/ contingent Sales Tax dues were crystallized, settled and paid during the year and the principal amount was debited to extraordinary items.

B. Pursuant to the directives of Hon'ble BIFR, the Company, with financial assistance from the Strategic Alliance Partners has taken steps, including infusion of funds, to achieve the Net Worth Positive Position. The Company is consistent in its policy regarding going concern concept.

C. The Depreciation is calculated as per the Companies Act, 1956, as permitted vide Notification dtd. August 29, 2014.

D. The Statutory Dues viz TDS, ESIC, Provident Fund, Professional Tax have since been paid. COST AUDIT

As per notification issued by Minister of Corporate Affair (MCA) dated December 31, 2014, Cost Audit is not applicable to the Company for the FY 2014-15.

SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s V.R. Khemuka & Associates, Practicing Company Secretaries, Nagpur to undertake the Secretarial Audit of the Company. The report of the Secretarial Auditors is enclosed as "Annexure F" to this report.

COMMENTS ON THE SECRETARIAL AUDIT REPORT

About the observations made in the Secretarial Auditor's Report and Annexure thereto, the management's comments are as under:

The Company is registered with Hon'ble BIFR as a sick industrial company and has been under severe financial stress. The Company had appointed a Company Secretary on a retainership basis, during the year 2014-15. We have also engaged the services of a Practicing Company Secretary.

In view of various provisions as amended in the Company's Act, 2013 and other related regulations, the Company has tried to comply with various provisions. However, as informed in the Secretarial Audit Report, certain non-compliances have been reported. The Company has now appointed a full time Company Secretary and is in a process of regularizing the non compliances.

The Composition of the Board of Directors of the Company not being in compliance with Clause 49 (II) of the listing agreement, it may be noted that the Company is in process of restructuring its Board and has appointed a Woman Director. It shall take steps to broad base the Board of Directors, as per the statutory requirement.

ENCLOSURES

a) Annex-A: Disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub-section.

b) Annex-B : Management Discussion and Analysis Report.

c) Annex-C : Energy Conservation, Technology Absorption and Foreign Exchanges Earnings and Outgo.

d) Annex-D : Report on Corporate Governance.

e) Annex - E: Extract of Annual Return as of 31st March, 2015 in the prescribed Form MGT-9.

f) Annex - F: Secretarial Auditors Report.

APPRECIATION & ACKNOWLEDGEMENT

The Directors acknowledge with thanks co-operation and unstinted support and co-operation received from the Hon'ble BIFR, ICICI Bank Ltd., Tirupati Urban Co-operative Bank Ltd., Strategic Alliance Partners (MNP Group & PURTI Group), Cargill, suppliers, customers, shareholders and employees of the Company, during the year under review. The Directors also record their appreciation of the dedication of all the employees of the Company

For and on behalf of the Board

Date: September 5, 2015

Place: Nagpur