IIT Investrust Limited

BOARD'S REPORT

The Members,

Your Directors are pleased to present the 4th Annual Report and Audited Statement of Accounts of the Company for the year ended 31st March, 2015.

2. REVIEW OF OPERATIONS

During the year, Company achieved Gross Sales & Income from operations of Rs. 3,562.47 lacs against the Turnover of Rs. 3,609.98 lacs achieved during the previous year. Since the Company has yet to achieve its optimum scale of operations, its net profit is Rs. 964.14 lacs during the year against net profit of Rs. 31.20 lacs in previous year. It is hope that Company would achieve greater heights in coming years.

3. DIVIDEND

No dividend has been recommended.

4. TRANSFER TO RESERVES

During the year no amount has been transfered in the reserve of the Company.

5. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis, as stipulated under Clause 49 of the Listing Agreement with Stock Exchanges forming part of this report, has been given under separate section in the Annual Report.

6. CONSOLIDATED FINANCIAL STATEMENT

In accordance with the Companies Act, 2013 ("the Act") and Accounting Standard (AS) - 21 on Consolidated Financial Statements read with AS -23 on Accounting for Investments in Associates and AS - 27 on Financial Reporting of Interests in Joint Ventures, the audited consolidated financial statement is provided in the Annual Report.

7 SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

Company has one subsidiary namely Hexa Securities and Finance Company Limited (HSFCL). HSFCL is Non Banking Financial Company registered with RBI. A report on the performance and financial position of the HSFCL as per the Companies Act, 2013 is provided as Form AOC-1 to the consolidated financial statement and hence not repeated here for the sake of brevity.

No Company has became/ceased to be the subsidiairy, associate and Joint Venture during the financial year 2014-15.

The policy for determining material subsidiaries as approved may be accessed on the Company's website at the link: <http://hexatradex.com/wp-content/uploads/2> 01 5/08/POLICY-FOR-DETERMINING-MATERIAL -SUBSIDIARIES.pdf

8. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 134 of the Companies Act, 2013 with respect to Directors' Responsibility Statement, it is hereby confirmed by the Board of Directors:

a. that in the preparation of the annual accounts for the financial year ended 31st March, 2015, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b. that they had selected such accounting policies and 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 of the profit of the Company for the year ended on that period.

c. that they had taken proper and sufficient care 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;

d. that they had prepared the accounts for the financial year ended 31st March, 2015 on a 'going concern' basis.

e. that they had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

f. That they had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

9. DIRECTORS AND KEY MANAGEIAL PERSONNEL

Ms. Sminu Jindal, Managing Director (DIN: 00005317), retire by rotation and, being eligible, offer herself for re-appointment.

As per section 134(3)(q) of the Companies Act, 2013 read with rule 8(5) of Companies (Accounts) Rules 2014, detail of directors or Key Managerial Personnel who were appointed and resigned during the year are given below:

Shri Kuldip Bhargava (DIN: 00011103) and Dr. Raj

Kamal Agarwal (DIN: 00005349), Independent Directors of the Company, were appointed as Independent Director under section 149 of the Companies Act, 2013 and Clause 49 of the Listing Agreement for a period upto 5 years.

Shri Kuldip Bhargava (DIN:00011103) had resigned from the office of Director w.e.f. 15th July, 2015, due to his pre-occupation. The Board places on record its appreciation for the services rendered by Shri Kuldip Bhargava during his association with the Company.

In order to broad base the Board of Directors on 14th August, 2015 appointed Shri Girish Sharma (DIN: 05112440) (Independent Director) as additional Director. As per the provisions of section 161 of the Companies Act, 2013, he holds office up to the ensuing annual general meeting.

Shri Neeraj Kanagat was designated as Chief Financial Officer of the Company w.e.f. 01st April, 2014.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under section 149(6) of Companies Act, 2013 and Clause 49 of the Listing Agreement with the Stock Exchanges.

10. BOARD EVALUATION

The Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other Directors which includes criteria for performance evaluation of non-executive directors and executive directors under section 178(1) of the Companies Act, 2013. This may be accessed at the link <http://hexatradex.com/wp-content/uploads/2015/> 08/Performance-Evaluation.pdf.

On the basis of the Policy for performance evaluation of Independent Directors, Board, Committees and other Directors, a process of evaluation was followed by the Board for its own performance and that of its Committees and individual Directors. The details of same have been given in the report on corporate governance annexed hereto.

The details of programme for familiarisation of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters have been uploaded on the website of the Company at the link <http://hexatradex.com/wp-content/uploads/201> 5/08/Familiarization-Programme-of-Independen t-Directors.pdf.

11. CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirement set out by Stock Exchanges. The report on Corporate Governance as stipulated under the Listing Agreement forms an integral part of this Report. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of corporate governance is attached to the report on Corporate Governance.

12. CONTRACTS AND ARRANGEMENT WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm's length basis. During the year, the Company had entered into material contract / arrangement / transaction with subsidiary of the Company.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company's website at the link: <http://hexatradex.com/wp-content/uploads/201> 5/08/POLICY-ON-RELATED-PARTY-TRANSACTIO NS.pdf

Your Directors draw attention of the members to Note 25 to the financial statement which sets out related party disclosures.

13. RISK MANAGEMENT

Your Company has identified following major risks to its business:

a) Competitive scenario: The business that the Company engaged in is highly competitive. The Company faces competition from new entrants and from customers who are becoming more involved in sourcing to satisfy their own supply requirements.

b) Global Risks: The Company proposes to conduct wholesale trading operations which are international in nature. These international operations would involve additional risks, including the possibility of restrictive actions by foreign governments, changes in foreign laws; limitations on repatriation of earnings; changes in currency exchange rates, and political and economic instability, war and civil disturbances or other risks that may limit or disrupt markets in which the Company operates.

c) Counterparty risks: Trading business involves counterparty risks specially in high volatile time. Your company is having effective strategy and system to safeguard it against wide range of risks. The Management conceives various elements and analysis the risk involved and take effective steps to reduce the risk against the business of the Company. Further, it also takes necessary steps to safeguard against irreparable loss to the Company against the unforeseen risk and adequate by covers assets of the Company during the course of business. The Management system is reviewed periodically and suitable changes are made depending upon the risk prevailing in the market.

14. INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financialcontrols with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation was observed.

15. AUDITORS & THEIR REPORT

A. STATUTORY AUDITORS

M/s N. C. Aggarwal & Co., Chartered Accountants (Registration no. 003273N), Auditors of the Company retire at the ensuing annual general meeting, and, being eligible, offer themselves for re-appointment. The Company has received confirmation from

M/s N.C. Aggarwal & Co., regarding their consent and eligibility under Sections 139 and 141 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 for appointment as the Auditors of the Company. As required under Clause 41 of the Listing Agreement, 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.

Auditors' remarks in their report read with the notes to accounts referred to by them are self-explanatory.

B. SECRETARIAL AUDITOR

The Board has appointed Shri Awanish Kumar Dwivedi of M/s Awanish Dwivedi & Associates, Company Secretaries, to conduct Secretarial Audit of the Company for the financial year 2014-15. The Secretarial Audit Report for the financial year ended 31st March, 2015 is annexed herewith marked as Annexure - 1 to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

16. DISCLOSURE

AUDIT COMMITTEE

The Audit Committee comprises of Independent Directors namely, Shri Kuldip Bhargava (Chairman), Dr. Raj Kamal Agarwal, Independent Director and Ms. SminuJindal, Managing Director as other members. Shri Kuldip Bhargava (Chairman) of the committee had resigned from the directorship of the Company w.e.f. 15th July, 2015 and accordingly, ceased to be Chairman of the Audit Committee.

VIGIL MECHANISM

The Vigil Mechanism of the Company, which also incorporates a whistle blower policy in terms of the Listing Agreement. Protected disclosures can be made by a whistle blower through an e-mail, or a letter to the Compliance Officer or Managing Director or to the Chairman of the Audit Committee.

The Policy on vigil mechanism and whistle blower may be accessed on the Company's website at the link: : <http://hexatradex.com/wp-content/uploads/2> 015/08/POLICY-VIGIL-MECHANISM.pdf

MEETINGS OF THE BOARD

Four (4) meetings of the Board of Directors were held during the year. For further details, please refer report on Corporate Governance of this Annual Report.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN

AND SECURITIES PROVIDED

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the standalone financial statement (Please refer to Note no. 8,10,13 & 30 to the standalone financial statement).

PARTICULARS REGARDING CONSERVATION

OF ENERGY ETC.

As your Company is not engaged in any manufacturing activity, the particulars relating to conservation of energy and technology absorption, as mentioned in the Companies (Accounts) Rules, 2014, are not applicable to it. However, emphasis is placed on employing techniques that result in the conservation of energy. Details on the foreign exchange earnings and expenditure of your Company appear in the Notes to Accounts.

EXTRACT OF ANNUAL RETURN

Extract of Annual Return of the Company is annexed herewith as Annexure - 2 to this Report.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The employee's relations remained cordial throughout the period. There is no employees whose particulars are required to be furnish under Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the Annual Report as Annexure-3.

17. PUBLIC DEPOSITS

The Company has not invited any public deposits during the year ended on 31st March, 2015.

18. ANY SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

During the Financial Year there is no significant material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future.

19. THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION

AND REDRESSAL) ACT, 2013

Company has adopted a policy for prevention of Sexual Harassment of Women at workplace and has formed a Committee for implementation of said policy. No complaint of harassment was received during the year.

20. ACKNOWLEDGEMENT

Your Directors express their grateful appreciation to concerned Departments of Central / State Governments, Financial Institutions & Bankers, Customers and Vendors for their continued assistance and co-operation. The Directors also wish to place on record their deep sense of appreciation for the committed services of the employees at all levels. They are also grateful for the confidence and faith that you have reposed in the Company as its member.

For and on behalf of the Board

Prithvi Raj Jindal

Chairman

Date: 14th August, 2015

Place: New Delhi