IIT Investrust Limited

DIRECTOR'S REPORT

TO,

The /Members,

ATHARV ENTERPRISES LTD

KOLHAPUR

Your Directors have pleasure in presenting the 25th Annual Report with the Audited Statement of Accounts of your Company for the financial year ended 31st March, 2015.

B. RESERVE

The Company has transferred an amount of Rs. 29,85,148/- as a balance carried to Balance sheet.

C. SHARE CAPITAL

The paid up Equity Share Capital as on March 31, 2015 was Rs.8,50,00,000/- During the year under review, the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity.

D. BUSINESS PERFORMANCE AND COMPANY'S AFFIARS

For the financial year under review the company has carried out its trading activity and which results into step down in Net profit. The balance sheet of company shows a net profit after tax of Rs. 29.85lacs as against Rs. 30.76 lakhs in the previous year. The operating profit amounted to Rs.462.55Lacs as against Rs.571.96 lacs in the previous year.

E. DIVIDEND

The Board of directors does not recommend any dividend for the year ended March, 31, 2015.

F. DIRECTORS

As per the Provisions of Companies Act, 201 3, and Articles of Association of the Company Mr. Deepak Mandowara will retire by rotation in the ensuing AGM and being eligible seek re -appointment. A brief resume and other details relating to the directors who are to be re-appointed is attached along with. The Board of directors recommends his reappointment.

In accordance with Section 149(4) and other applicable provisions, if any, read with Schedule IV of the Companies Act, 2013, the Company has to appoint 1/3rd of the total Directors as Independent Directors, for a maximum period of 5 years and they are not liable to retire by rotation.

Accordingly, the Board of Directors proposes to appoint the existing Directors as an Independent Directors of the Company under Section 149 of the Companies Act, 2013 for term up to 5 (five) years, respectively, in ensuing Annual General Meeting.

In the opinion of the Board, they fulfill the conditions specified in the Act and the Rules made thereunder for appointment as Independent Directors and are independent of the management.

The Company has received declarations from the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 ofthe Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges. Members are requested to refer to the annexure of Notice and Explanatory Statement for the experience, qualification and tenure of the Independent Directors.

Nomination & Remuneration Committee recommended to appoint Toshiba Sugandhi the additional director of the company as a (Non-executive) director under the act for the term of 5 years with effect from 30th March 2015

Board Evolution

Pursuant to the provisions of the

Companies Act, 2013 and clause 49 of the Listing Agreement, the Board has carried out an annual performance evolution of its own performance, the directors individually as well as evolution of the working of its Audit, Nomination and Remuneration committees. The manner in which the evolution has been carried out has been explained in Corporate Governance Report.

REMUNERATION POLICY

The Board Governance, Nomination & Compensation Committee framed a policy for selection and appointment of Directors including determining qualifications independence of a Director, Key Managerial Personnel, Senior Management Personnel and their remuneration as part of its charter and other matters provided under Section 178(3) of the Companies Act, 2013

G. DIRECTORS' STATEMENT RESPONSIBILITY

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 record s 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 devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

H. AUDITORS' REPORT

There are no qualifications, reservations or adverse remarks made by M/s Sanjay Vhanbatte Co. , Statutory Auditors in their report for the Financial Year ended March 31, 2015. The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company in the year under review.

Key Managerial Personnel

Pursuant to the provisions of Section 203 of Companies Act, 2013 and rules made thereunder,

Jagdish Chandra Gadiya, has been designated as Chief Financial Officer of the Company and Mr. Deepak Mandowara, has been designated as Compliance Officer of the Company

I. DEPOSITS

During the year under review, your Company did not accept any deposits within the meaning of provisions of Chapter V Acceptance of Deposits by Companies of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

Particulars of Loans, Guarantees or Investment

Details of Loans, Guarantees and Investments covered under the provisions of section 186 of the Companies Act, 2013 are given in the notes to financial statements for the year ended 31st March, 2015

J. RELATED PARTY TRANSACTIONS

There have been no materially significant related party transactions between the Company and the Directors , the management, the subsidiaries or the relatives except for those disclosed in the financial statements. 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 does not form part of the report.

K. RISK MANAGEMENT

The Company is exposed to inherent uncertainties owing to the sectors in which it operates. A key factor in determining a company's capacity to create sustainable value is the risks that the company is willing to take (at strategic and operational levels) and its ability to manage them effectively. Many risks exist in a company's operating environment and they emerge on a regular basis. The Company's Risk Management processes focuses on ensuring that these risks are identified on a timely basis and addressed.

The Board of Directors has constituted a Risk Management Committee. The Committee has adopted a Charter that outlines the role, responsibilities and power of the Committee and the procedure for organizing the meeting of the Committee. The purpose of the Committee is to assist the Board of Directors in fulfilling its oversight responsibilities with regard to enterprise risk management. The Committee reviews the risk management practices and actions deployed by the Management with respect to identification, impact assessment, monitoring, mitigation and reporting of key risks while trying to achieve its business objectives.

L. HUMAN RESOURCES MANAGEMENT

Information Under The Sexual Harrassment Of Women At Workplace (Prevention, Prohibition And Redressal) Act, 2013

The Company has constituted an Internal Complaints Committee under Section 4 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year no complaint was filed before the said Committee.

In keeping with the tradition of pioneering H um an Resource practices across geographies, the Human Resources Management (HRM) function has driven myriad changes in the way Human Resources are managed and developed, striking a balance between business needs and individual aspirations. HRM has now become a business partner and is taking key decisions not just with respect to Human Resource but businesses as a whole. It focuses on improving the way of life, work culture, employee engagement, productivity, effectiveness and efficiency. The Company initiated multiple actions to keep the workforce engaged. Actions are being taken to increase gender diversity, providing greater a menities for contract or workforce, improving employee skills and enhancing employee productivity. In addition, policies are being implemented to support affirmative action through training and enabling employment.

M. AUDITORS

i) Statutory Auditors

M/s Sanjay Vhanbatte& Co., Chartered Accountants, has been appointed as Statutory Auditor of the company at the Annual General Meeting held on 19th September, 2014 for a term of Five years i. e. upto 31st March 2019. As required by the provisions of the Companies Act, 2013, their appointment should be ratified by members each year at the Annual General Meeting. Accordingly, requisite resolution forms part of the notice convening the AGM of the Company

ii) Secretarial Audit

Pursuant to the provisions of section 204 of the Companies Act, 2 01 3 and the Companies (Appointment & Remuneration of Managerial Personnel) Rule, 2014 the company has appointed M/s Pravin A. Ningnure &Associates a firm of Company Secretaries in Practice to undertake the secretarial Audit of the company.

iii) INTERNAL AUDITORS

M/ s. Anil Naik, Chartered Accountants, have been appointed as I nternal Auditors of the company.

N. SECRETARIAL AUDIT REPORT

A Secretarial Audit Report given by M.s Pravin A. Ningnure& Associates, a company secretary in practice shall be annexed with the report. The Board of Directors shall provide explanations or comments on every qualification, reservation or adverse remark or disclaimer made by the company secretary in practice in the secretarial audit report.

O. CORPORATE GOVERNANCE

At Atharv enterprises, we ensure that we evolve and follow the corporate governance guidelines and best practices sincerely to not just boost long-term shareholder value, but to also respect minority rights. We consider it our inherent responsibility to disclose timely a n d a ccu ra te i n form a ti on regarding our financials and performance, as well as the leadership and governance of the Company.

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, the Management Discussion and Analysis, the Corporate Governance Report and the Auditors' Certificate regarding compliance of conditions of Corporate Governance are made part of the Annual Report.

A. MEETINGS

During the year Five Board Meetings and Four Audit Committee meetings are convened and held. The details of which are given in Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and the Listing Agreement.

B. I N DEPEND E N T D IRECTORS DECLARATION

The Company has received the necessary declaration from each ID in accordance with Section 149(7) of the Companies Act,2013, that he/she meets the criteria of independence as laid out in subsection (6) of Section 149 of the Companies Act, 2013 and Clause 49 of the Listing Agreement

C. CONSOLIDATED FINANCIAL STATEMENT

In terms of listing agreement with stock exchange the duly audited consolidated financial statement has been included in this annual report.

D. EXTRACT OF ANNUAL RETURN:

The extract of the Annual Return of your Company as on March 31, 2015 as provided under sub-section (3) of Section 92 in the Form MGT 9 is enclosed as a part of the Directors' Report.

E. INTERNAL CONTROL SYSTEMS AND ADEQUACY:

The Audit Committee set up by the Board reviews periodically the internal audit reports submitted by the internal auditors. The Management periodically interacts with the internal and statutory auditors and implement the suggestions make by them from time to time. The Com pan y has adequate internal control systems commensurate with its size and nature of operations.

Material changes and commitment if any affecting the financial position of the company occurred between the end of the financial year to which this financial statements Relate And The Date Of The Report

No material changes and commitments affecting the Discussion and Analysis, the Corporate Governance Report and the Auditors' Certificate regarding compliance of conditions of Corporate Governance are made part of the Annual Report.

F. VIGIL MECHANISM

The Board of Directors approved the Vigil Mechanism that provides a formal mechanism for all Directors, employees and vendors of the Company Committee of the Board and make protective disclosures about the unethical behaviour, actual or suspected fraud or violation of the company Code of Conduct .

G. PARTICULARS OF EMPLOYEES

During the year under report, none of the employees employed throughout the year or part of the ye a r were in receipt of remuneration as per section 197 of the Companies Act 2013 read with Rule 5, of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

H. LISTING FEES

At present 85,000,000 equity shares of the Company are listed on Bombay Stock Exchange Ltd. (BSE) and the Company has paid the applicable Listing Fees to BSE for the year 2014-15.

I. CODE OF CONDUCT COMPLIANCE:

Pursuant to Clause-49 of the Listing Agreement, the declaration signed by the Mr.Jagdish Chandra Gadiya, Managing Director, affirming compliance with the Code of Conduct by the Director's and senior management personnel, for the financial year 2014-15 is annexed and forms part of the Directors and corporate Governance Report

J. CONSERVATION OF ENERGY, TE CHN OL OGY ABSORP TI ON , FOREIGN EXCHANGE EARNINGS AND OUTGO:

The details about conservation of energy, technology absorption, foreign exchange earning and outgo as required by section 217(e) of the Companies Act, 1956 and the C o m p a n i e s ( D i s cl o s u r e of Particulars in the Report of Board of Directors) Rules, 1988 are as given below Form A

Conservation of Energy :Not Applicable. Form B

Research and Development : Not Applicable

Technology absorption, adoption and innovation : Not Applicable. Foreign Exchange earning & Outgo

Foreign Exchange earning : NIL

Foreign Exchange outgo : NIL

Significant And Material Orders Passed By The Regulators Or Courts Or Tribunals Impacting The Going Concern Status And Company's Operations In Future

There was no such order passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in future.

ACKNOWLEDGEMENT AND APPRECIATION

We thank our customers, vendors, dealers, investors, business associates and bankers for their continued support during the year. We place on record our appreciation of the contribution made by employees at all levels. Our resilience to meet challenges was made possible by their hard work, solidarity, co-operation and support. We thank the Government of India, the State Governments where we have operations and other government agencies for their support and look forward to their continued support in the future.

ON BEHALF OF THE BOARD OF DIRECTORS

JAGDISH CHANDRA GADIYA

CHAIRMAN & MANAGING DIRECTOR

DIN : 03577289

PLACE : KOLHAPUR

DATE : 13/08/2015