IIT Investrust Limited

DIRECTORS' REPORT

Dear Members,

Your Directors take pleasure in presenting the Seventy-Second Annual Report together with the Audited Accounts for the financial year ended 31st March, 2016.

2. DIVIDEND

In view of operating losses for the year, your Directors do not recommend any Dividend for the year ended 31st March, 2016.

3. TRANSFERTO RESERVES

The loss for the Year is Rs. 11.36 Lacs. Loss of Rs. 11.36 Lacs is debited to the Profit and Loss account.

4. SHARE CAPITAL

The Paid up Equity Share Capital as on 31st March, 2016 was Rs. 1,435.79 Lacs. During the year under review, the Company has neither issued shares with differential rights as to dividend, voting or otherwise nor issued shares (including sweat equity shares) to the employees or Directors of the Company, under any Scheme.

5. REVIEW OF OPERATIONS AND OUTLOOK

During the financial year 2015-16, the turnover of the Textile Engineering Group declined marginally. However, due to the larger under performance of the Machine Group, owing to lower demand and sluggish market conditions, the performance of the Company got adversely affected. As a result, the turnover for the year has declined from Rs. 12,151.66 Lacs to Rs. 10,222.86 Lacs and the gross value of the total turnover handled declined from Rs. 36,076.25 Lacs to Rs. 33,903.34 Lacs.

Though, the turnover of French Subsidiary, AESA Air Engineering is lower by 38%, as compared to previous year, the profit increased to Rs. 184.42 Lacs as compared to previous year loss of Rs. 37.77 Lacs.

The performance of Quickmill Inc., the Canadian subsidiary was affected due to overall slowdown in machine tools segment.

It is expected that there would be positive sentiments in the market which would trigger higher demand for machine tools in many private and public sector units engaged in vehicle manufacturing, power and infrastructure. 'Make in India' initiative will contribute to this increase in demand for machine tools. The continuation of TUF (Technology up gradation fund), favorable State Government policies for investment in textile sector (state textile policies of Gujarat, Maharashtra, Andhra Pradesh) and increasing demand for yarn will lead to further investments in the textile sector during 2016-17.

The Company is confident of its future prospects.

6. SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS

SUBSIDIARY COMPANIES

As on 31st March, 2016, the Company has following Subsidiaries:

i) Quickmill Inc., Canada

Quickmill Inc. headquartered in Peterborough, Canada is engaged in manufacturing and sale of large size Gantry Drilling and Milling Machines. Its customers are mainly from Energy, Structural Steel & Job Shop manufacturing sectors.

The performance of Quickmill in 2015-16 was well below the predicted budget for the year. With the continued slump in the oil and gas sector, large machines sales were still slow to recover in all markets.

Quickmill expects to achieve better performance in financial year 2016-17.

ii) AESA Air Engineering, France

AESA SA is headquartered in France with subsidiaries in China, Singapore and India. It is engaged in the business of Air Conditioning and filtration in textile, tobacco, non woven and glass industries.

AESA SA performed better in financial year 2015-16 as compared to financial year 2014-15. The pressure on margins in the business remains intense. With the current Company structure at the offices situated in France, China, Singapore and India, Representative offices in Turkey and Indonesia, the Company can execute contracts efficiently.

CONSOLIDATED FINANCIAL STATEMENTS

As per the Securities and Exchange Board of India (SEBI) (Listing Obligations and Disclosure Requirements) Regulations, 2015 (LODR), Companies Act, 2013 and applicable Accounting Standards prescribed by The Institute of Chartered Accountants of India, the Consolidated Financial Statements of the Company with its Subsidiaries forms part of the Annual Report and the Accounts.

The Ministry of Corporate Affairs had issued a General Circular No. 51/12/2007-CL-III dated 8th February, 2011 granting exemption to the Companies under Section 212 under the Companies Act, 1956. (Corresponding to Section 129 of the Companies Act, 2013). Hence, the Balance Sheet, Statement of Profit & Loss Account, Report of Board of Directors' and Auditors' together with the Notes and Schedules thereon of Subsidiary Companies have not been attached with the Balance Sheet of the Company.

The Annual Accounts of these Subsidiaries and the related detailed information will be made available to any Member of the Company/its Subsidiaries seeking such information at any point of time and are also available for inspection by any Member of the Company/its Subsidiaries at the Corporate Office of the Company. The Annual Accounts of the said Subsidiaries will also be available for inspection, as specified above at the head offices of the respective Subsidiaries.

A statement containing salient features of the financial statement of each of the subsidiaries included in the Consolidated Financial Statements is given in Form No. AOC-1 at the end of the Annual Report.

7. DIRECTORS AND KEY MANAGERIAL PERSONNEL

i) Re-appointment of Mrs. Sheela Bhogilal (DIN. No. 00173197)

As per the provisions of Companies Act, 2013, Mrs. Sheela Bhogilal (DIN No. 00173197), Director will retire at the ensuing Annual General Meeting and being eligible, offers herself for re-appointment. Your Directors recommends her re-appointment.

ii) Appointment of Mr. Vivek Sharma (Director) (DIN No. 01541498) and Change in designation (Key Managerial Personnel)

During the year under review, the Board of Directors at its Meeting held on 30th January, 2016 appointed Mr. Vivek Sharma (DIN No. 01541498) as an Additional Director of the Company with effect from 1st February, 2016 under Section 161 of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014, to hold office upto the ensuing Annual General Meeting of the Company.

Further as per the recommendation of Nomination and Remuneration Committee at its Meeting held on 30th January, 2016, the Board of Directors at its Meeting held on 30th January, 2016 approved appointment of Mr. Vivek Sharma, Additional Director, as a Managing Director of the Company for a term of 5 (five) years from 1st February, 2016 to 31st January, 2021 subject to the approval of Members at the ensuing Annual General Meeting of the Company.

The brief resume and other details as required under the Securities and Exchange Board of India (SEBI) (Listing Obligations and Disclosure Requirements) Regulations, 2015 (LODR) and Secretarial Standard - 2 issued by the Institute of Company Secretaries of India are provided in the Notice of the ensuing Annual General Meeting.

Your Directors recommends regularizing appointment of Mr. Vivek Sharma, as a Director of the Company and thereby approving his appointment as a Managing Director of the Company for a term of 5 (five) years from 1st February, 2016 to 31st January, 2021.

iii) Change in Designation of Mr. Nirmal Bhogilal (Key Managerial Personnel) (DIN No. 00173168)

As per the recommendation of Nomination and Remuneration Committee at its Meeting held on 30th January, 2016, the Board of Directors at its Meeting held on 30th January, 2016 approved change in designation of Mr. Nirmal Bhogilal (DIN No. 00173168) from Chairman and Managing Director to Executive Chairman (Whole-Time Director) of the Company for a term of 5 (five) years, from 1st February, 2016 to 31st January, 2021 subject to the approval of members at the ensuing Annual General Meeting.

Your Directors recommends the abovementioned change in designation of Mr. Nirmal Bhogilal.

iv) Change in Designation of Mr. GeorgeVerghese (DIN No. 00173251)

As per the provisions of Companies Act, 2013 read with applicable Rules,your Directors recommend change in designation of Mr. George Verghese (DIN No. 00173251) from Non-Executive Non-Independent

Director to Non-Executive Independent Director of the Company for a term of (5) five consecutive years with effect from 9th August, 2016 subject to the approval of members at the ensuing Annual General Meeting. Mr. George Verghese, if appointed as an Independent Director shall not be liable to retire by rotation. Resolution proposing appointment of Mr. George Verghese, as an Independent Director forms part of the Notice of ensuing Annual General Meeting.

8. INDEPENDENT DIRECTORS DECLARATION

The Independent Directors have submitted the Declaration of Independence, as required pursuant to Section 149 of the Companies Act, 2013 and provisions of the Securities and Exchange Board of India (SEBI) (Listing Obligations and Disclosure Requirements) Regulations, 2015 (LODR) stating that they meet the criteria of independence as provided therein and also none of the Directors of the Company are disqualified under Section 164(2) of the Companies Act, 2013.

9. EMPLOYEE STOCK OPTION SCHEME

The Company has implemented Employees Stock Option Plan (ESOP) with a view to encourage the employees to reward and retain the employees and to give them an opportunity to participate in the growth of the Company in accordance with SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 [applicable till October 27, 2014] and SEBI (Share Based Employee Benefits) Regulations, 2014 [applicable from October 28, 2014] duly approved by the Members at their Extra Ordinary General Meeting held on December, 2011. During the year 2015-16, pursuance to the Resolutions passed at the Nomination and Remuneration Committee Meeting held on 12th August, 2015 and 30th January, 2016, the Company has granted 2,50,000 options to the eligible employees in accordance with the ESOP Scheme of the Company at a price of Rs. 15.75 per share, details of which are mentioned in the Corporate Governance Report. During the year, 35,000 Options lapsed which are added back to the available bank and the same will be used for re-issue of options.

The disclosures as required under Regulation 14 of SEBI (Share Based Employee Benefits) Regulations, 2014 and Section 62(1) (b) of the Companies Act, 2013 read with Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014 are set out in 'Annexure A' to this Report.

A Certificate from the Statutory Auditors of the Company as required under Regulation 13 of SEBI (Share Based Employee Benefits) Regulations, 2014 shall be placed at the ensuing Annual General Meeting for inspection by the Members.

10. FIXED DEPOSITS

The Company has not accepted any deposits from the public/members under Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014 during the year.

11. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Particulars of Loans, Guarantees given and Investments made during the year covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

12. RELATED PARTYTRANSACTIONS

All Related Party transactions that were entered into during the financial year were on the arm's length basis and were in ordinary course of business and are in compliance with the applicable provisions of the Companies Act, 2013 and the Securities and Exchange Board of India (SEBI) (Listing Obligations and Disclosure Requirements) Regulations, 2015 (LODR). There are no materially significant related party transactions between the Company and the Promoters, Directors, Key Managerial Personnel, Subsidiaries, relatives or other designated persons which may have a potential conflict with the interest of the Company at large. Accordingly, particulars of contracts or arrangements with related parties referred to in Section 188(1) along with the justification for entering into such contract or arrangement in form AOC-2 in terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 is not applicable to the Company.

All Related Party Transactions are placed before the Audit Committee as also it has to be approved by the Board. Omnibus approval is obtained for the transactions which are foreseen and repetitive in nature.

Your Company has formulated a policy on related party transactions which is also available on Company's website.

Weblink: <http://www.batliboi.com/uploadedfiles/Related-party-transactions.pdf>

13. VIGIL MECHANISM /WHISTLE BLOWER POLICY

In accordance with the provisions of Section 177(9) of the Companies Act, 2013, read with Rule 7 of the Companies (Meeting of the Board and its Powers) Rules, 2014 and Regulation 22 of Securities and Exchange Board of India (SEBI) (Listing Obligations and Disclosure Requirements) Regulations, 2015 (LODR) (erstwhile as per the Listing Agreement) the Company has adopted vigil mechanism policy in place to enable the Directors and employees to have direct access to the Chairman / Managing Director or the Members of the Audit Committee. The details of the vigil mechanism is explained in the Corporate Governance Report and also posted on the website of the Company at the weblink:

<http://www.batliboi.com/for-investors/codes-policies/vigil-mechanism-whistle-blower-policy.aspx>

14. HUMAN RESOURCE

The total number of employees in the Company were 382 as on 31st March, 2016. Technical training for manufacturing personnel was conducted at the Company's manufacturing unit at Udhna. Topics including Lean Manufacturing, 7 QC Tools, Metal Cutting Tools, Welding Technology, Kaizen, ISO 9001 awareness, First Aid & Safety awareness, Communication skills were covered during the sessions. Productivity & Process Improvement initiatives continued at the manufacturing units.

During the year under review, industrial relations in the factory were cordial and pro-active and all employees and the Union supported productivity and process improvement measures undertaken at all the functions of the Company.

The Company has in place Health, Safety and Environment policy for Udhna and Bangalore operations. The same is reviewed by the Board from time to time and appropriate actions are taken as directed.

The Company arrange for a Health Camp for all employees at Udhna through Tristar Hospital, Surat.

15. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Pursuant to Section 135 of the Companies Act, 2013, every company having net worth of rupees five hundred crore or more, or turnover of rupees one thousand crore or more or a net profit of rupees five crore or more during any financial year shall constitute a Corporate Social Responsibility (CSR) Committee of the Board. Your Company does not fall under the provisions of aforesaid Section. Therefore, CSR Committee has not been constituted.

16. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report as required under Companies Act, 2013, Regulation 34(2)(e) read with Schedule V of Securities and Exchange Board of India (SEBI) (Listing Obligations and Disclosure Requirements) Regulations, 2015 (LODR) is given in this Annual Report for the year under review.

17. BOARD EVALUATION

In compliance with the Companies Act, 2013 and Securities and Exchange Board of India (SEBI) (Listing Obligations and Disclosure Requirements) Regulations, 2015 (LODR), the Board has carried out the annual performance of its own performance, Directors individually and it's Committees ("Performance Evaluation").

More details on the same are given in the Corporate Governance Report.

18. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

The familiarization programme seeks to update the Directors on the roles, responsibilities, rights and duties under the Act and other statutes.

The policy on Company's familiarization programme for Independent Directors is posted on the Company's website. Weblink:<http://www.batliboi.com/uploadedfiles/familiarisation-programmes-ind-directors.pdf>

19. NOMINATION AND REMUNERATION POLICY

The Board has on the recommendation of the Nomination and Remuneration Committee approved a Nomination and Remuneration policy for selection and appointment of Directors and Senior Management. The Nomination and Remuneration Policy is explained in the Corporate Governance Report.

20. MEETINGS

A calendar of Meetings is prepared and circulated in advance to the Directors.

During the year four (4) Board Meetings and four (4) Audit Committee Meetings were convened and held. The details of which are given in Corporate Governance Report that forms part of this Annual Report. The intervening gap between the Meetings was within the prescribed period under the Companies Act, 2013 and the Securities and Exchange Board of India (SEBI) (Listing Obligations and Disclosure Requirements) Regulations, 2015

(LODR).

21. CORPORATE GOVERNANCE

In terms of Securities and Exchange Board of India (SEBI) (Listing Obligations and Disclosure Requirements) Regulations, 2015 (LODR), a Report on Corporate Governance along with Compliance Certificate issued by Statutory Auditor's of the Company forms integral part of this Report.

22. AUDITORS' ANDTHEIR REPORT

The Statutory Auditors Messrs V. Sankar Aiyar & Co., Chartered Accountants, hold office upto the conclusion of the ensuing Annual General Meeting and being eligible, offers themselves for re-appointment. They have confirmed their eligibility under Section 141 of the Act, and the rules framed thereunder for re-appointment as Auditors of the Company. As required under the Securities and Exchange Board of India (SEBI) (Listing Obligations and Disclosure Requirements) Regulations, 2015 (LODR), the Auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

The Statutory Auditors Messrs V. Sankar Aiyar & Co., Chartered Accountants have issued their reports on Standalone & Consolidated Financial Statements for the financial year ended 2015-16.

The Auditors have commented on the payment of remuneration to Managing Director prior to the receipt of approval from the Central Government.

The Board proposes to appoint Mr. Vivek Sharma as Managing Director in the forthcoming Annual General Meeting of the Company and shall make necessary application to Central Government. Subsequently, it is expected that the necessary approval would be in place during the year.

23. COST AUDITORS

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the Company has maintained its cost audit records for auditing.

Your Directors had, on the recommendation of the Audit Committee appointed Messrs V.J.Talati & Co., Cost Auditors to audit the cost accounts of the Company for the financial year 2015-16. As required under the Act, the remuneration payable to the Cost Auditor is required to be placed before the Members in the General Meeting for their ratification. Accordingly, a Resolution for seeking Members ratification for the remuneration payable to Messrs V.J.Talati & Co., Cost Auditors is included in the Notice convening the Annual General Meeting.

24. SECRETARIAL AUDIT

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 Messrs Ashish Bhatt & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Secretarial Audit Report has been given in the 'Annexure B' to this Report.

25. DIRECTORS' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:-

(i) that in the preparation of the annual accounts for the year ended 31st March, 2016, the applicable Accounting Standards have been followed along with proper explanation relating to material departures, if any;

(ii) they have, in the selection of such accounting policies, consulted the Statutory Auditors and have applied them consistently and made judgments and estimates that were 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 the loss of the Company for the year under review;

(iii) they have taken proper and sufficient care, to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) they have prepared the Annual Accounts on a going concern basis;

(v) that proper internal financial controls were in place and that such internal financial controls were adequate and were operating effectively;

(vi) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating efficiently.

26. TRANSFER TO INVESTOR EDUCATION & PROTECTION FUND UNCLAIMED DIVIDEND

In terms of the erstwhile provisions of Section 205C of the Companies Act, 1956, the Company is required to transfer any Unpaid or Unclaimed dividend and interest thereon (which remains unclaimed or unpaid for a period of 7 years from the date they become due for payment) to the Investors Education & Protection Fund established by the Central Government.

The Company has, during the year under review, in compliance with the provisions of erstwhile Section 205C of the Companies Act, 1956 deposited the unclaimed & unpaid Dividend amount of Rs. 3,16,085/- (Rupees Three Lacs Sixteen Thousand and Eighty Five Only) to Investor Education and Protection Fund (IEPF) for the dividend declared for the financial year 2007-08 which remained unclaimed by the Members of the Company for a period exceeding 7 years from its due date of payment. Thus, any claimant of dividend transferred above shall be entitled to claim the dividend from Investor Education and Protection Fund (IEPF) in accordance with such rules, procedure and submission of documents as may be prescribed by the Central Government in this regard.

27. CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORBTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology, absorption and foreign exchange earnings and outgo as stipulated in Section 134(3) (m) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 are given in the 'Annexure C' forming part of this Report.

28. LISTING

The Company's 2,70,02,550 Equity Shares are presently listed on BSE Limited, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400 001 (Scrip Code: 522004) and the Company has paid the Annual listing fees for the financial year 2016-17.

Further, the Company is in process of Listing 16,80,000 Equity Shares of Rs. 5/- each pursuant to the Scheme of Amalgamation between Batliboi SPM Pvt. Ltd.("Transferor Company") and Batliboi Ltd. ("Transferee Company") issued and allotted by the Board of directors of the Company at their meeting held on 21st April, 2009 in accordance with provisions of Companies Act, 1956 and listing of 33,333 Equity Shares of Rs. 5/- each fully paid up issued and allotted pursuant to exercise of options granted under the ESOP Scheme in accordance with the Companies Act, 2013 by the Board of Directors at its Meeting held on 27th January, 2015.

29. LISTING AGREEMENT

The Securities and Exchange Board of India (SEBI), on 2nd September, 2015, issued SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (LODR) with the aim to consolidate and streamline the provisions of the Listing Agreement for different segments of capital markets to ensure better enforceability. The said regulations were effective from 1st December, 2015. All listed entities were required to enter into the Listing Agreement within six months from the effective date. Accordingly, during the year under review, the Company has entered into Listing Agreement with BSE Limited.

30. SAFETY AUDIT

As per the Company's practice, safety audit is conducted once in two years. Accordingly, next Safety Audit will be conducted on or before 31st December, 2016 by an Independent Consultant.

31. DISCLOSURE ON SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company is an equal opportunity employer and consciously strives to build a work culture that promotes dignity of all employees. As required under the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressel) Act, 2013, and Rules framed thereunder, the Company has implemented a policy on prevention, prohibition and redressel of Sexual harassment of Women at workplace. All employees (permanent, contractual, temporary, trainees) are covered under this policy. Accordingly, an Internal Complaint Committee has been formed and the policy on 'Anti-Sexual Harassment' is also posted on the website of the Company at Weblink <http://www.batliboi.com/for-investors/codes-policies/anti-sexual-harassment->policy.aspx

Matters handled by Internal Complaint Committee during the year 2015-16, are as follows:-

• Number of complaints on sexual harassment received during the year: Nil

• Number of complaints disposed off during the year: N.A.

• Number of cases pending for more than 90 days: N.A.

• Nature of action taken by the Employer: N.A.

• Number of Workshops: Nil

32. EXTRACT OF ANNUAL RETURN

The Extract of Annual Return as provided under Section 92(3) of the Companies Act, 2013 and as prescribed in Form No. MGT-9 of the Companies (Management and Administration) Rules, 2014, has been given as 'Annexure D' to this Report.

33. SIGNIFICANT AND MATERIAL ORDERS PASSED BYTHE REGULATORS OR COURTS

There have been no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and the Company's operations in future.

At the beginning of the year, the Company was non-compliant to the Clause 40(a) of Listing Agreement. However, during the year, Company has complied with the requirements of Clause 40(a) of listing agreement as governed by the SEBI Order no. WTM/PS/71/CFD/OCT/2015 dated 19.10.2015. Further there were no strictures or penalties which has been imposed on the Company by the Stock Exchange or the board or any statutory authority, on any matter related to Capital Market.

34. PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of the employees of the Company has been given as 'Annexure E' to this report.

In terms of provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of employees drawing remuneration in excess of the limits set out in the said Rules forms part of the Report.

35. INTERNAL FINANCIAL CONTROL

The Audit Committee has established and maintained an effective Internal Control over financial reporting. Standard operating practices have been laid down and are being followed. The criteria is also being audited and management has taken effective steps to ensure adequate control over financial reporting.

36. RISK MANAGEMENT

Your Company recognizes that risk is an integral part of business and is committed to managing the risks in a proactive and efficient manner. In line with corporate best practices, your Company assesses the risks in the internal and external environment which will monitor, evaluate and execute all mitigation actions in this regards and takes all measures necessary to effectively deal with incidences of risk. Adequate risk management framework capable of addressing the risks is in place.

37. POLICIES

We seek to promote and follow the highest level of ethical standards in all our business transactions guided by our value system. The Securities and Exchange Board of India (SEBI) (Listing Obligations and Disclosure Requirements) Regulations, 2015 (LODR) mandated the formulation of certain policies for all listed companies. All our policies are available on website (<http://www.batliboi.com/for-investors/codes-policies.aspx>). The policies are updated based on need and new compliance requirement.

38. MATERIAL CHANGES AND COMMITMENTS DURINGTHEYEAR

During the year, the Company has concluded the process of sale of its land situated at Plot no. 25/26, Deonar Ancillary Estate, Off Ghatkopar Mankhurd link Road, Govandi (West), Mumbai-400088, Mumbai.

39. CAUTIONARY STATEMENT

Certain Statements in this Annual Report may constitute "forward-looking statements". These forward looking statements are subject to a number of risks, uncertainties and other factors which could cause actual results to differ materially from those suggested by forward looking statements. Important factors that could influence the Company's operation can be affected by global and domestic demand and supply conditions affecting selling prices of finished goods, input availability and prices, changes in government regulations, tax laws, economic developments in India and in countries in which the Company conducts business, litigation, industrial relations and other incidental factors.

40. ACKNOWLEDGEMENTS

Your Directors take this opportunity to express and place on record their appreciation for the continued support, cooperation, trust and assistance extended by shareholders, employees, customers, principals, vendors, agents, bankers, financial institutions, suppliers, distributors and other stakeholders of the Company.

For and on behalf of the Board of Directors

Nirmal Bhogilal

Chairman

(DIN No. 01541498)

Vivek Sharma

Managing Director

(DIN No. 00173168)

PLACE : Mumbai

DATE : 6th May, 2016