IIT Investrust Limited

DIRECTORS REPORT

Your Directors have pleasure in presenting the 100th Annual Report of your Company together with the Audited Statement of Accounts for the year ended March 31, 2016.

Scheme of Arrangement/Restructuring

Your Company has undertaken initiatives for restructuring and opportunities for strategic investment by transferring the Polyethylene Terephthalate ("PET resin") business of your Company in India ("Transferred Business") to Dhunseri Petglobal Limited ("DPGL") from April 1, 2016 ("Appointed Date") under a Scheme of Arrangement approved by your board at its meeting held on February 29, 2016.

Indorama Ventures Public Company Limited ("IVL"), one of the world's leading petrochemical producers, has agreed to collaborate with your Company and jointly develop the said PET resin business of your Company and take a 50% equity stake in such business for a total consideration of Rs.418.76 crores through investment by IVL's wholly owned subsidiary, namely Indorama Ventures Global Services Limited or any other affiliate of IVL (collectively known as "IVGS") as determined by IVL.

Your Company has agreed to acquire from IVGS a 50% equity stake in Micro Polypet Private Limited, another Company manufacturing PET resin in India with a capacity of 2,16,000 tonnes of PET resin at its plant in Panipat District in the State of Haryana, for a total consideration of H110.61 crores subject to adjustments. Consequent to such acquisition, IVGS and your Company will each have an equal 50% equity stake in the said Micro Polypet Private Limited.

In consideration of transfer of the Transferred Business, DPGL will issue and allot to your Company 2,84,75,000 Optionally Convertible Debentures of H100/- each ("Debentures") in DPGL credited as fully paid up and aggregating to H2,84,75,00,000/- in exchange of the Transferred Business.

Collaboration with a well-established world leader Indorama Ventures Public Company Limited having a global footprint was considered desirable and would help the Company to strengthen its marketing presence. Hence, joining hands with a global leader is expected to optimise benefits, by way of improvement in margins and savings in procurement costs.

The appointed date in respect of the Scheme is April 1, 2016.

The aforesaid Scheme of Arrangement has obtained the approval of the Stock Exchanges (both NSE & BSE). Further on an application being made, the Hon'ble High Court at Calcutta has ordered for holding the Company's shareholders meeting (to be convened by Court appointed Chairman) on June 22, 2016 for their consent to the Scheme of Arrangement.

Accordingly, the Scheme is subject to approval of the requisite majorities of the members of DPL and DPGL and sanction by the Hon'ble High Court at Calcutta and other relevant authorities.

Operations

The production of PET resin increased from 3,49,263 MT in 2014-15 to 3,87,317 MT in 2015-16 i.e. an increase by 11%.

The domestic sales volume increased from 1,93,983 MT in 2014-15 to 2,33,142 MT in 2015-16 i.e. an increase by 20%.

The export sales volume increased from 1,54,422 MT in 2014-15 to 1,62,745 MT i.e. an increase by 5%.

The margin presently continues to be under pressure in the year under review. Further, inspite of a higher production, the turnover of your Company during the current year has been lower due to lower commodity prices consequent upon lower crude oil prices.

No material changes and commitments have occurred after the close of the financial year till the date of this Report, which affect the financial position of the Company.

Going forward the FY 2016-17 will be a challenging year in view of the increase in the market competition and price realisation. Dividend

Your Directors recommended a dividend @ H4.00/- (Previous Year @ Rs.4.00/-) per equity share of Rs.10 /- each for the year ended March 31, 2016 subject to the approval of the shareholders at the ensuing Annual General Meeting.

Directors and Key Managerial Personnel

Mr. M.Dhanuka has been re-appointed as a whole-time Director designated as Vice Chairman & Managing Director of your Company for a period commencing from April 1, 2015 and terminating on March 31, 2018.

Mr. B.Chattopadhyay has been re-appointed as a whole-time Director designated as Managing Director & CEO of your Company for a period commencing from April 1, 2015 and terminating on March 31, 2018.

Mr. R.K.Sharma has been re-appointed as a whole-time Director designated as Executive Director (Finance) of your Company for a period commencing from April 1, 2015 and terminating on March 31, 2018.

Ms. S.Mookim has been appointed as an Independent Director of your Company under the Companies Act, 2013 for a term of five years w.e.f. August 7, 2015.

Mr. B.Chattopadhyay, Director of your Company will retire at the ensuing Annual General Meeting by rotation, and being eligible, offer himself for re-appointment. Your Directors recommends his re-appointment as Director of your Company. The particulars required for the re-appointment as the Managing Director & CEO, liable to retire by rotation are contained in the Notice for the Annual General Meeting of the Company.

Mr. Y.F.Lombard has resigned from the Board of your Company w.e.f. August 7, 2015 in view of the sale of entire equity stake of Yves Lombard Asset Management AG from the Company on June 30, 2015. Your Board of directors wishes to place on record his sincerest appreciation for the contribution made by him during his tenure.

Mr. V.Goel, Chief Financial Officer has resigned from your Company w.e.f.. September 15, 2015 in view of which Mr. R.K.Sharma, Executive Director (Finance) has been appointed as CFO of your Company and re-designated as Executive Director (Finance) & CFO of your Company as approved by your Board in its meeting held on February 12, 2016.

Your board has noted the change in status of Mr. P.K.Khaitan from Independent to Non Independent Director of your Company w.e.f. August 8, 2015, liable to retire by rotation in its meeting held on August 7, 2015.

Declaration from Independent Directors on Annual Basis

Your Company has received the declaration of Independence u/s 149(7) of the Companies Act, 2013 from all the Independent directors of your Company specifying that they meet the criteria of independence as per Section 149(6) of the Companies Act, 2013.

Directors' Responsibility Statement Pursuant to Section 134(5) of the Companies Act, 2013 Pursuant to the requirement under Section 134(5) of the Companies Act, 2013, with respect to Directors' Responsibility Statement, it is hereby confirmed:

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

(b) That the directors had selected such accounting policies and applied them consistently and made judgements 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) That 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) That the directors prepared the annual accounts on a going concern basis;

(e) That the directors, had laid down internal financial controls for the Company and that such internal financial controls are adequate and were operating effectively; and

(f) That 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.

Subsidiary Company

(a) Egyptian Indian Polyester Company S.A.E (EIPET)

In respect of your Company's subsidiary, Egyptian Indian Polyester Company S.A.E (EIPET), the production in the Plant had been discontinued from May, 2015. EIPET had represented before the financing banks on the Company's business plan and requested bankers for restructuring of the loan facilities, which is under active consideration.

The restructuring offer put forward by Ernst & Young, who were appointed by the Company on the advice of the local lenders is under consideration. On the advice of the banks, the merchant bankers have been appointed for exploring induction of additional strong equity partner.

(b) Dhunseri Infrastructure Limited (DIL)

There is no change in the status of development of IT SEZ project which is still on hold.

Pursuant to the Scheme of Arrangement, on February 29, 2016, 9900 existing equity shares of Rs.10/- each of Dhunseri Petglobal Limited (DPGL) were acquired by your Company resulting in DPGL becoming a direct subsidiary of your Company.

Further, as on March 11, 2016, DPGL issued and allotted 1,99,90,000 new equity shares of Rs.10/- each to the Company for cash at par. Accordingly, your Company is holding 99.99% of the total Issued, Subscribed and Paid up Share Capital of DPGL.

Information about the Financial Performance/ Financial Position of the Subsidiaries

A separate statement containing the salient features of Financial Statements of all subsidiaries of your Company forms part of Consolidated Financial Statements in compliance with Section 129 and other applicable provisions, if any, of the Companies Act, 2013. Shareholders who wish to have a hard copy of the full reports and accounts of the subsidiaries will be provided the same on receipt of written request from them. These documents will also be available for inspection by any shareholder at the registered office of the Company and that of the subsidiaries on any working day during business hours, except on Saturdays.

As required under the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Audited Consolidated Financial Statements of your Company are also attached and forms part of the Company's Annual Report.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings/Outgo

The particulars as prescribed under Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, are attached as "Annexure-A" to this Report.

Extract of Annual Return

The details forming part of the extract of the Annual Return in form MGT-9 as required under Section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014 is attached as "Annexure-B" to this Report.

Corporate Social Responsibility

A Corporate Social Responsibility Committee was constituted on May 22, 2014 with Mr. P.K.Khaitan as the Chairman, Mr. C.K.Dhanuka and Dr. B.Sen as the members.

The Corporate Social Responsibility Policy, which has been approved by the Board of Directors at its meeting held on May 22, 2014, is available in the Company's website (weblink:<http://aspetindia.com/> wp-content/uploads/2014/10/Corporate-Social-Responsibility-Policy.pdf)

Your Company carried CSR activities mainly through Dhanuka Dhunseri Foundation (DDF).

The Annual Report on CSR activities in accordance with the Companies (Corporate Social Responsibility Policy) Rules, 2014, is attached as "Annexure-C" to this Report.

Details Relating to Remuneration to Directors, Key Managerial Personnel and Employees

The information required under Section 197 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of Directors/Employees of your Company is attached as "Annexure-D" to this Report.

Auditors and Auditors' Report

Statutory Auditors

M/s Lovelock & Lewes, Chartered Accountants (Regn. No. 301056E), are the present Statutory Auditors of your Company and shall hold office till the end of 101st Annual General Meeting which was approved in the Annual General Meeting held on August 14, 2014.

The appointment for the FY 2016-17 is from the conclusion of this 100th Annual General Meeting till the conclusion of the 101st Annual General Meeting. In view of this, your ratification for appointment is being sought in the ensuing Annual General Meeting.

The Auditors' Report for the FY 2015-16 does not contain any qualification, reservation, adverse remark or disclaimer.

Cost Audit

Pursuant to Section 148 and other applicable provisions, if any, of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014, the Board of Directors of your Company has appointed M/s. Mani & Co., Cost Accountants as the Cost Auditor for the FY 2016-17 for conducting the cost audit of the cost records of the PET resin business of your Company on the recommendations made by the Audit Committee. The remuneration proposed to be paid to the cost auditor is subject to ratification by the members at the ensuing Annual General Meeting.

In view of the proposed Scheme of Arrangement, once the PET resin business of your Company in India is transferred to DPGL, your Company will not fall under the purview of cost audit since the cost audit is not applicable to the Treasury Operations of your Company.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Ms. Mamta Binani, practising Company Secretary was appointed as the Secretarial Auditor of your Company for the FY 2015-16. The Secretarial Audit Report for the FY ended March 31, 2016 is attached as an "Annexure-E" to this Report.

The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

Adequacy of Internal Financial Controls with Reference to Financial Statements

Your Company has in place adequate internal financial controls as required u/s 134(v)(e) of the Companies Act, 2013. Your Company has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures. During the year, such controls were tested by the Internal and Statutory Auditors with reference to Financial Statements and no reportable material weakness in the design or operation were observed.

Particulars of Loans, Guarantees and Investments

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

Risk Management Policy

Your Company has established a Risk Management Policy which was approved by the Board during the FY 2014-15.

Your Company has a Risk Management Committee which has been entrusted with the responsibility to assist the Board in overseeing that all the risks that the organization faces such as in the area of Plant and Machinery Operational & Maintenance, Product Quality Control and Customer Complaints, Fire Risk Management, Customer Credit, Legal, Market, Insurance Claim Management, Raw Material/

Dependency, as per its Risk Management Policy have been identified and assessed.

Related Party Transactions

The transactions entered with related parties during the FY 2015-16 were on an arm's length basis and were in the ordinary course of business and the provisions of Section 188 of the Companies Act, 2013 are not attracted. There have been no materially significant related party transactions with the Company's promoters, directors, the management, their subsidiaries or relatives which may have potential conflict with the interests of the Company at large. Thus, disclosure in form AOC-2 is not required.

The necessary disclosures regarding the transactions are given in the notes to accounts. The Company has also formulated a policy on dealing with the Related Party Transactions and necessary approval of the Audit Committee and Board of Directors were taken wherever required in accordance with the Policy.

Formal Annual Evaluation

The Independent Directors of your Company has reviewed the performance of non-independent directors and the Board as a whole along with the performance of the chairperson of your Company in its meeting held on August 7, 2015 and February 12, 2016.

The Board of Directors in its meeting held on May 24, 2016 has evaluated the performance of the Independent directors based on a list of evaluation criteria for performance evaluation as well as the effectiveness of the Board was also discussed and evaluated based on the evaluation criteria. Further the performance evaluation of the Board Committees was also conducted in the same meeting.

Corporate Governance, Management Discussion And Analysis Reports

Your Company has taken adequate steps to adhere to all the stipulations laid down in Regulation 34(3) and Schedule V of the Listing Regulations. A report on Corporate Governance and Management Discussion and Analysis Reports are included as a part of this Report.

Certificate from the Statutory Auditors of the Company confirming the compliance with the conditions of Corporate Governance as stipulated under Listing Regulations is attached to this Report.

The details of Board Meetings held during the FY 2015-16, details of Audit Committee, Stakeholders Relationship Committee, Nomination and Remuneration Committee, Nomination and Remuneration policy and Vigil Mechanism/Whistle Blower Policy are covered in the Corporate Governance Report.

Certifications

Your Company holds quality certifications from renowned national and international agencies like the USFDA, EC, Japanese and Canadian Food and Health Bodies and ITRC and is also ISO 9001:2008, ISO 14001:2004, BS OHSAS 18001:2007 and SA 8000:2008 certified. Your Company has initiated the process of obtaining certification as per latest version of QMS and EMS (i.e ISO 9001:2015, ISO 14001:2015) and ISO 22000:2005 (Food Safety Management System) in the current financial year.

Environment, Health and Safety

Environment, health and safety is of great importance to your Company. Your Company continuously strives to ensure environment sustainable practices and provide a safe and healthy workplace for its employees. It aims at proper waste management and disposal to ensure healthy and safe environment.

Your Company has initiated a Green Field Project to Recycle Treated Effluent Water and use this water in the manufacturing process. This project will be completed by July, 2016. This action of recycling treated water back into the manufacturing process corroborates direction given in Ganga Action Plan of Government of India.

Credit Rating by Credit Analysis & Research Ltd. (CARE)

Your directors inform that CARE has reviewed and revised the credit rating of CARE A- (Single A minus) to long-term bank facilities of yourCompany and CARE A2+(A Two plus) to Short-term Bank facilities of your Company.

At the same time CARE has also reviewed and revised the Credit rating of CARE A2+ (A Two plus) to Short-term Debt (including Commercial Paper programme) of your Company.

General

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

(a) The Company has not accepted any deposits from the public. There were no outstanding balances relating to FDs as at the beginning and end of the FY 2015-16.

(b) Issue of equity shares with differential rights as to dividend, voting or otherwise.

(d) There are no significant material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status of your Company and its future operations.

Employees

Your Company believes that 'employees' are the most valuable assets of any organization. Your Directors wish to place on record their deep sense of appreciation for the co-operation, dedication and committed services by all the employees of your Company which plays a pivotal role in the growth of your Company.

Acknowledgement

The Directors wish to place on record their sincere appreciation for the whole-hearted support received from Allahabad Bank, Axis Bank Limited, Bank of Baroda, Canara Bank, DBS Bank Limited, Deutsche Bank AG, Federal Bank Limited, HDFC Bank Limited, ICICI Bank Limited, IDBI Bank Limited, International Finance Corporation, (Washington), Punjab National Bank, Standard Chartered Bank, State Bank of India, The Ratnakar Bank Limited, UCO Bank, United Bank of India, West Bengal Industrial Development Corporation Limited, Haldia Development Authority, Office of the District Magistrate of East Midnapore, West Bengal Pollution Control Board, West Bengal State Electricity Board, Ministry of Environment & Forest, Government of West Bengal, Government of Egypt, Governorate of Suez, General Authority for Investment and Free Zones (GAFI), Egyptian Petrochemicals Holding Company (ECHEM), Engineering for the Petroleum and Process Industries (ENPPI), Ahli United Bank (Egypt) S.A.E, Ahli United Bank (Bahrain), Commercial International Bank (Egypt) S.A.E, Egypt, Dubai Multi Commodities Centre, the customers, suppliers, shareholders and all others associated with your Company.

For and on Behalf of The Board of Directors

C.K.Dhanuka

Executive Chairman

Date: May 24, 2016

Place: Kolkata