IIT Investrust Limited

DIRECTORS' REPORT

Dear Shareholders,

The Directors are pleased to present the 36th Annual Report and the Audited Accounts for the financial year ended March 31, 2015.

PERFORMANCE REVIEW

During the financial year 2014-15, there being no improvement in the economies, business conditions and environment, the demand and operations remained, like in the preceding three years, under stress across most business geographies and segments. Resultantly, the topline witnessed de-growth, with concomitant impact on the bottomline. The Finance Charges continued to remain a major contributor to the Net Loss during the financial year.

On standalone basis, for the financial year 2014-15, revenues at Rs. 19,720.60 Lakhs were lower by around 10.92% over the previous year's revenues of Rs. 22,137.65 Lakhs and Net Loss at Rs. 9,913.09 Lakhs saw increase by around 10.89% over the previous year's Net Loss of Rs. 8,833.22 Lakhs. The Net Loss for the financial year 2014-15 includes provision of Rs. 1,980.00 Lakhs made in respect of the value of the investments in two subsidiary companies. On consolidated basis, revenues for financial year 2014-15 at Rs. 48,877.25 Lakhs were lower by around 3.59% over the previous year's revenues of Rs. 50,694.86 Lakh and Net Loss at Rs. 9,772.25 Lakhs saw a decrease by around 29.27% over the previous year's Net Loss of Rs. 13,816.20 Lakhs.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with Section 129 of Companies Act, 2013 and the Accounting Standard AS-21 on Consolidated Financial Statements, the Audited Consolidated Financial Statements are provided in the Annual Report. As a significant part of the Company's business is conducted through its subsidiaries, the Directors believe that the consolidated accounts provide a more accurate representation of the performance of the Company.

INTERNAL FINANCIAL CONTROLS

The Company has adequate Internal Financial Controls with reference to the financial statements which result in timely preparation of financial statements that provide true and fair view of the financial results and financial position. The Internal Financial Controls are being followed and adhered to.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the financial year 2014-15, as stipulated under Clause 49 of the Listing Agreements with the Stock Exchanges, is presented in a separate section forming part of the Annual Report.

DIVIDEND

The Directors have not proposed any dividend for the financial year in view of the loss during the year and absence of accumulated profits.

CREDIT RATING FROM CARE RATINGS

In respect of the borrowings of the Company, CARE Ratings have, during the year, downgraded the Long Term and Short Term Ratings, as under:

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The particulars of loans given, guarantees provided and investments made have been duly disclosed in the financial statement.

MATERIAL CHANGES AND COMMITMENTS

There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year and the date of the Report.

SUBSIDIARIES

As on 31st March, 2015, the Company had (a) three wholly owned overseas subsidiary companies, viz., EKC International FZE in Dubai, UAE, EKC Industries (Tianjin) Co. Ltd. in China and EKC Industries (Thailand) Co. Ltd. in Thailand, (b) three step down wholly owned overseas subsidiary companies, viz. EKC Hungary Kft in Hungary, CP Industries Holdings, Inc. in USA, EKC Europe GmbH in Germany and (c) one Indian subsidiary Company viz., Calcutta Compressions & Liquefaction Engineering Ltd.

During the year, there were no new subsidiaries and no Company which was a subsidiary as at the beginning of the year, ceased to be so.

As provided for in section 129(3) of Companies Act, 2013, a statement containing the salient features of the financial statements of the subsidiaries in the prescribed Form AOC-1 is attached to the financial statements of the Company. The financial statements and the related information of the subsidiaries will be made available to any shareholder of the Company and of the subsidiaries who may be interested in obtaining the same at any point of time, and are also available at the Registered Offices of the Company and the subsidiary companies for inspection by any shareholder of the Company and of the subsidiaries. The Consolidated Financial Statements presented by the Company include the financial results of the subsidiary companies.

The financial results of the subsidiaries Company are uploaded on the website of the Company and the weblink thereto is <http://> www.everestkanto.com/financialResults.aspx .

DIRECTORS AND KEY MANAGERIAL PERSONNEL

As per the provisions of section 152 of Companies Act, 2013 and Article 137 of Article of Association of the Company, Mr. Puneet Khurana, Non-Executive Non-Independent Director, retires by rotation at the ensuing Annual General Meeting and, being eligible, offers himself for re-appointment as a Director, liable to retire by rotation at the ensuing Annual General Meeting. Brief Profile of Mr. Puneet Khurana is provided in the Report of Corporate Governance forming part of the Annual Report.

Mrs. Suman Khurana was appointed as an Additional Director of the Company on February 10, 2015 and has resigned as a Director of the Company on August 11, 2015.

Mrs. Uma Acharya was appointed as an Additional (Independent) Director of the Company on May 26, 2015 and holds office till the date of the Annual General Meeting. The Company has received a notice in writing from a Member, along with the requisite deposit, proposing the candidature of Mrs. Uma Acharya, as an Independent Director of the Company. Mrs. Uma Acharya has offered her candidature for appointment as an Independent Director, not liable to retire by rotation. Brief profile of Mrs. Uma Acharya is provided in the Report of Corporate Governance forming the part of Annual Report.

Mr. M. N. Sudhindra Rao was appointed as an Additional (Independent) Director of the Company on August 11, 2015 and holds office till the date of the Annual General Meeting. The Company has received a notice in writing from a Member, along with the requisite deposit, proposing the candidature of Mr. M. N. Sudhindra Rao, as an Independent Director of the Company. Mr. M. N. Sudhindra Rao has offered his candidature for appointment as an Independent Director, not liable to retire by rotation. Brief profile of Mr. M. N. Sudhindra Rao is provided in the Report of Corporate Governance forming the part of Annual Report.

Mr. Krishen Dev, Mr. Naresh Oberoi and Mr. Mohan Jayakar were appointed as Independent Directors under section 149 of the Companies Act, 2013, during the year. As Mr. Vyomesh Shah was not appointed as an Independent Director under section 149 of Companies Act, 2013, due to his pecuniary relationship with the Company during the two immediately preceding financial years and during the current financial year, his tenure as a Director of the Company ceased on March 31, 2015.

The Company has received declaration from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under the Companies Act, 2013 and Listing Agreements.

Ms. Kanika Sharma resigned as the Company Secretary with the effect from 27th February, 2015.

NUMBER OF BOARD MEETINGS DURING THE YEAR

During the year, six meetings of the Board of Directors were held on May 27, 2014, August 12, 2014, November 11, 2014, February 10, 2015, February 21, 2015 and March 14, 2015.

NOMINATION, REMUNERATION AND EVALUATION POLICY

The Company's policy on Directors' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under section 178(3) of Companies Act, 2013 has been specified in Nomination, Remuneration and Evaluation Policy approved by the Board. The Policy has been posted on the Company's website and the weblink thereto is <http://> www.everestkanto.com/policies.html < .

BOARD EVALUATION

The Board of Directors has adopted a Nomination, Remuneration and Evaluation Policy which, inter alia, provides for the manner in which annual evaluation will be made by the Board of its own performance and that of its Committees and individual Directors. The Independent Directors in their separate meeting held during the year evaluated the non-Independent Directors based on the criteria provided in the Policy. The Board of Directors in its meetings during the year and subsequent thereto evaluated its own performance and that of the Independent Directors.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3) of the Companies Act, 2013, with respect to Directors' Responsibility Statement, it is hereby confirmed that:

i) in the preparation of the annual accounts for the year ended March 31, 2015, the applicable accounting standards have been followed and there are no material departures;

ii) the Directors 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 the company as on 31st March, 2015 and of the profit and loss of the company for the period ended on that date;

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

iv) the Directors have prepared the annual accounts on a going concern basis;

v) the Directors have laid down Internal Financial Controls to be followed by the Company and that such Internal Financial Controls are adequate and are operating effectively; and

vi) the Directors have devised proper system to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

AUDIT COMMITTEE

The details pertaining to composition of the Audit Committee are included in the Corporate Governance Report, which forms part of this Report.

AUDITORS

At the Annual General Meeting held in the year 2014, M/s. Walker Chandiok & Co LLP, Chartered Accountants, were appointed as the Statutory Auditors of the Company to hold office from the conclusion of that Annual General Meeting till the conclusion of the fourth consecutive Annual General Meeting to be held in the year 2018, subject to ratification by the shareholders at every Annual General Meeting. Accordingly, their appointment will be put up for ratification by the shareholders at the ensuing Annual General Meeting.

M/s. Arun Arora & Co., Chartered Accountants, Branch Auditors, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The Company has received a letter from M/s. Arun Arora & Co. to the effect that their re-appointment, if made, from the conclusion of the ensuing Annual General Meeting until the conclusion of next Annual General Meeting, would be within the limits prescribed under Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified for re-appointment within the meaning of Section 141 of the said Act.

COST AUDITORS

The Board of Directors has appointed Mr. Vinayak B. Kulkarni, Cost Accountant, (Membership No. 28559) as the Cost Auditor under section 148 of the Companies Act, 2013, for conducting audit of cost records for the financial year 2014-15. The Cost Auditor will submit his Report to the Board for its review and examination, which will then be filed with the Central Government within the prescribed time.

On the recommendation of the Audit Committee, the Board of Directors has appointed Mr. Vinayak B. Kulkarni, Cost Accountant, (Membership No. 28559) as the Cost Auditor of the Company for the financial year 2015-16 on a remuneration recommended by the Audit Committee. As required under the Act, the remuneration will be put up for ratification by the members at the ensuing Annual General Meeting.

SECRETARIAL AUDITOR

The Board of Directors has appointed Aashish K. Bhatt & Associates, Practicing Company Secretaries, as the Secretarial Auditor under section 204 of the Companies Act, 2013, for conducting Secretarial Audit for the financial year 2014-15. The Report of the Secretarial Auditor forms part of this Report as Annexure 1.

STATUTORY AUDITOR'S QUALIFICATIONS' EXPLANATION

As regards the qualification by the Auditors in their Report on the Standalone accounts regarding the provision of Rs. 15.00 Crore made by the Company towards the diminution in the value of the investment of Rs. 69.25 Crores by the Company in its subsidiary in China, namely, EKC Industries (Tianjin) Company Limited, as against significant accumulated losses of the subsidiary and substantial erosion of its net worth as on March 31, 2015, on the basis that in the absence of sufficient appropriate evidence, they are unable to comment upon the carrying value of the investment and the consequential impact, if any, on the accompanying financial statements, the Board of Directors is of the view, on holistic consideration and assessment of the relevant factors, such as, the long term nature of the investment, future business prospects in the markets in which the subsidiary operates, expected appreciation in the fair value of the assets of the subsidiary, etc., the provision of Rs. 15.00 Crore made by the Company is sufficient.

As regards the delay in transferring of the amount of Rs. 0.66 lakhs required to be transferred by the Company by 8th August, 2014 to the Investor Education and Protection Fund, the same happened due to oversight. The amount has since then been transferred on 28th May, 2015.

SECRETARIAL AUDITOR'S QUALIFICATION'S EXPLANATION

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

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under section 134(3)(m) of the Companies Act, 2013, are provided in Annexure 2 to this Report.

TRANSACTIONS WITH RELATED PARTIES

None of the transactions with the related parties fall under the scope of Section 188(1) of the Companies Act, 2013. Information on the transactions with the related parties under Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure 3 in Form AOC-2 and forms the part of this Report.

All compliances with Related Party Transactions as provided in the Companies Act, 2013 and Listing Agreements have been done.

The policy on Related Party Transaction framed under Listing Agreements is available on Company's website and the weblink thereto is <http://www.everestkanto.com/policies.html>.

CORPORATE GOVERNANCE

The Company is committed to achieving and maintaining the highest standards of Corporate Governance and places high emphasis on business ethics. Pursuant to Clause 49 of the Listing Agreements, the Report on Corporate Governance and the Certificate from a Practising Company Secretary on the Report as stipulated under Clause 49 of the Listing Agreements form part of the Annual Report.

RISK MANAGEMENT

The Company has adopted a Risk Management Policy which lays down the framework to define, assess, monitor and mitigate the business, operational, financial and other risks associated with the business of the Company.

CORPORATE SOCIAL RESPONSIBILITY

As the provisions of section 135 of Companies Act, 2013 dealing with Corporate Social Responsibility are not applicable to the Company during the financial year, the Company has not laid down any policy on Corporate Social Responsibility.

EXTRACT OF ANNUAL RETURN

Pursuant to section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, extract of the Annual Return of the Company in the prescribed Form MGT-9 is attached to the Report as Annexure 4.

PARTICULARS OF EMPLOYEES

In terms of the provisions of Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the details are as under

DISCLOSURE REQUIREMENTS

Following policies are posted on the website of the Company and weblink thereto is <http://www.everestkanto.com/policies.html>.

i. Policy on Related Party Transactions

ii. Policy on Material Subsidiaries

iii. Policy on Board Diversity

iv. Policy on Nomination, Remuneration & Evaluation

v. Code of Conduct for Directors & Senior Management

vi. Vigil Mechanism

On the SEBI (Prohibition of Insider Trading) Regulations, 2015 coming into effect on May 15, 2015, the Company has adopted the Policies on Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information and Code of Conduct for Prevention of Insider Trading and Code of Corporate Disclosure Practices and Policies, which have been posted on the website of the Company and the weblink thereto is <http://www.everestkanto.com/policies.html>.

ACKNOWLEDGEMENT AND APPRECIATION

The Directors would like to express their appreciation for the assistance, support and co-operation received from the banks, Government authorities, customers, vendors and members during the year under review. The Directors also wish to place on record their deep sense of appreciation for the committed services by the executives, staff and workers of the Company globally.

For and on behalf of the Board

P. K. Khurana

Chairman & Managing Director

DIN: 00004050Mumbai August 11, 2015