IIT Investrust Limited

DIRECTOR'S REPORT

THE MEMBERS,

The Directors have pleasure in presenting the 15th Annual Report of Atishay Infotech Limited. along with the Statement of Accounts for the year ended March 31,2015.

REVIEW OF OPERATIONS

The Company's profit after tax for the financial year ended March 31, 2015 increased by Rs.95.18 lakhs as compared to last year and the management is hopeful of maintaining the growth in coming years.

DIVIDEND

The Board consider that the profits of the company are attributed to the trust of the shareholders in the management of the Company. Accordingly, the board proposes to declare a dividend of 6% i.e. 60 paise per equity share and the same has been placed for approval of shareholders of the company in the forthcoming Annual General Meeting (AGM). The dividend is being declared out of profits available for distribution to shareholders after appropriation of profits to general reserves as per applicable provisions.

RESERVES

The Company has not created any specific reserve except as stated in the restated final accounts as on 31st March 2014. It has been incorporated in the year 2014-15 through general reserve.

BRIEF DESCRIPTION OF THE COMPANY'S DESCRIPTION OF WORKING DURING THE YEAR /STATE OF COMPANY'S AFFAIRS

AIL has established itself as an end-to-end systems integrator and implementer of several standalone e-Governance projects through its strong back-end software/hardware/networking/data centre &data processing expertise, last mile infrastructure & grass root level connectivity to deliver Mission Mode Projects (MMPs), experience of on-ground complexities in rural regions like flexible timings, power & connectivity issues, manpower training, and deep understanding of rural consumer mind-set.

We have invested in state-of-the-art infrastructure for its data and server farms and has tied up with leading technology companies for supply of enterprise class server hardware and high end workstations for work desks. With an in-house technology team of more than 40 employees, we provide continuous systems integration and support for the facilities at our offices.

The server infrastructure supports hybrid platforms and can be configured and scaled to match client requirements. The hardware facilities have been designed for high availability and scalability to handle large transaction volumes. The work desks are equipped with the finest workstations for enhanced system performance at operational levels.

HUMAN RESOURCES

The Company sees its employees as critical to the future and believes that every employee needs to possess apart from competence, capacity and capabilities, sustainable values, current and contemporary which would make them useful and relevant and competitive in managing the change constructively for overall growth of the organization. To this end the company's approach and efforts are directed towards creating a congenial work atmosphere for individual growth, creativity and greater dedicated participation in organizational development. The Company believes that the success of an organization largely depends on the quality of its workforce. Employee relations remained cordial and peaceful throughout the year.

SHARE CAPITAL

The paid up Equity Share Capital as prior to the initial public offer was 646.51 lakhs. The Company has issued 23, 20,000 equity shares during initial public offer .The paid up capital of the company increased to Rs878.51 lakhs. During the year under review, the Company has not issued shares with differential voting rights nor granted stock options/sweat equity

STATUTORY AUDITORS

M/s Tasky Associates, Chartered Accountants, Statutory Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting and, being eligible, offer themselves for reappointment. The Board recommends their re-appointment for a term of two consecutive years from the conclusion of this Fifteenth Annual General Meeting up to the conclusion of Seventeenth Annual General Meeting of the Company in the calendar year 2017, subject to ratification of their appointmentin the intermittent Annual General Meeting to be held in calendar year 2016. The Company has received letter from them to the effect that their appointment, if made, would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified from appointment.

AUDITORS' REPORT

The observations of Auditors in their report read with notes to the accounts are self-explanatory.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has proper and adequate system of internal control to ensure that all assets are safeguarded and protected against loss from unauthorized use or disposition and that transaction are authorized, recorded and reported correctly. The Company has effective system in place for achieving efficiency in operations, optimum and effective utilization of resources, monitoring thereof and compliance with applicable laws.

DECLARATION OF THE DIRECTORS ON THE CODE OF CONDUCT

This is to inform that the Company has adopted a Code of Conduct for its employees including the Directors. We confirm that the Company has in respect of the financial year ended 31st March, 2015, received from the senior management team of the Company and the Members of the Board, a declaration of compliance with the Code of Conduct.

SECRETARIAL AUDIT REPORT

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 M/s Nilesh A.Pradhan & Co., Company Secretary in Practice. Mumbai to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Report is annexed herewith as "Annexure 1".

CORPORATE GOVERNANCE

As per Clause 52 of the Listing Agreement with the Stock Exchanges, a separate section on corporate governance practices followed by the Company, together with a certificate from the Company's Auditors confirming compliance of the same forms a part of the annual report

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has adopted a vigil mechanism under Section 177(9) of the Companies Act, 2013 read with rule, 2014 to deal with instance of fraud and mismanagement and report genuine concerns in prescribed manner. Also under Clause 52 of the SME Equity Listing Agreement the Company has a mechanism called Whistle Blower Policy for employees to report to the management instances of unethical behaviour, actual or suspected, fraud or violation of the Company's code of conduct or ethics policy.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT.

Management does not perceive any material changes occurred subsequent to the close of the financial year as on 31.03.2015 before the date of report dated 25/4/2015 affecting financial position of the Company in any substantial manner.

EXTRACT OF ANNUAL RETURN

The extract of the annual return in Form No. MGT - 9 is attached in Annexure 2

NUMBER OF MEETINGS OF BOARD OF DIRECTORS

There has been twenty meetings of Board of Directors in the financial Year-2014-15 as under. The dates of the Board meetings are as under: 29.05.2014, 2.06,2014, 6.06.2014,23.06.2014,29.06.2014,7.07.20 14,8.08,2014, 22.08, 2014, 24.08.2014, 26.08.2014,5.09.2014,17.09.2014,5.10.2 14,10.10.2014,13.10.2014,18.11.2014,15. 12.2014,10.1.2015,2.2.2015,31.03.2015.

DECLARATION BY INDEPENDENT DIRECTOR(S) AND RE-APPOINTMENT, IF ANY

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 52 of the Listing Agreement

Form No. AOC-2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014) Form for disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arm's length transactions under third proviso thereto

1. Details of contracts or arrangements or transactions not at arm's length basis-—-NIL

(a) Name(s) of the related party and nature of relationship-----

(b) Nature of contracts / arrangements/ transactions

(d) Salient terms of the contracts or arrangements or transactions including the value, if any

(e) Justification for entering into such contracts or arrangements or transactions

(f) Date of approval by the Board

(g) Amount paid as advances, if any:

(h) Date on which the special resolution was passed in general meeting as required under first proviso to section 188

2.(1) Details of material contracts or arrangement or transactions at arm's length basis

(a) Name(s) of the related party and nature of relationship—Mr Akhilesh Jain

(b) Nature of contracts/ arrangements/ transactions-Rent of Mumbai House

(d) Salient terms of the contracts or arrangements or transactions including the value, if any: Rs.50000/pm

(e) Date(s) of approval by the Board, if any: 29.05.2014

(f) Amount paid as advances, if any: Nil 2(ii). Details of material contracts or arrangement or transactions at arm's length basis

(a) Name(s) of the related party and nature of relationship- Mr Akhilesh Jain and Mrs Rekha Jain (jointly)

(b) Nature of contracts/ arrangements/ transactions- Rent of office at Bhopai situated at Plot No.36, Zone-I, M.P.Nagar, Bhopal-462011.

(d) Salient terms of the contracts or arrangements or transactions including the value, if any: Rs.50000/pm

(e) Date(s) of approval by the Board, if any: 30th March, 2009

(f) Amount paid as advances, if any:-9,60,000

REMUNERATION &NOMINATION POLICY

1 Preamble

The Company already constituted Remuneration Committee comprising of three non-executive Independent Directors as required under Listing Agreement. This Committee and the Policy is formulated in compliance with Section 178 of the Companies Act, 2013 read along with the applicable rules thereto and Clause 52 of the Listing Agreement.

2 Applicability

This policy is applicable to all Directors, Key Managerial Personnel (KMP), Senior Management team and other employees of Atishay Infotech Limited ("Company").

3 Objectives

This policy is framed with the following objectives:

I. To guide the Board in relation to the appointment and removal of Directors, Key Managerial Personnel, Senior Management and other Staff.

II. To evaluate the performance of members of the Board and provide necessary report to the Board for further evaluation.

III. To attract, retain and motivate the Senior Management including its Key Managerial Personnel and other staff, evaluation of their performance and provide necessary report to the Board for further evaluation.

IV. The relationship of remuneration with performance is clear and meets appropriate performance Benchmarks.

V. To recommend the Board on Remuneration payable to the Directors, Key Managerial Personnel .Senior

Management and other staff

VI. To promote and develop a high performance workforce in line with the Company strategy.

VII. To lay down criteria and terms and conditions with regard to identifying persons who are Qualified to become Director (Executive & Non- Executive/ Independent/Nominee) and persons who may be appointed in Senior Management, Key Managerial Personnel and determine their remuneration.

4. Remuneration Committee

Constitution of the Nomination and Remuneration Committee: The Board has the power to constitute/ reconstitute the Committee from time to time in order to make it consistent with the Company's policy and applicable statutory requirement. At present, the Nomination and Remuneration Committee comprises of following Directors:

5. Remuneration to Directors

The Managing Director gets a monthly salary, perquisites and performance pay as per the policies of the Company. In the event of the Managing Director desiring to leave the service of the Company, he shall give to the Company 6 months' notice. The Company may, at its sole discretion, relieve the Managing Director of his duties any time by giving 6 months' notice.

The criteria for making payments to the Managing Director and Whole Time Director are:

1. Salary, as recommended by the Remuneration Committee and approved by the Board and the shareholders of the Company. Perquisites, retirement benefits and performance pay are also paid/provided in accordance with the Company's compensation policies, as applicable to all employees and the relevant legal provisions.

2. Remuneration paid to the Managing Director is determined keeping in view the industry benchmarks and Atishay Policies.

Remuneration of the Managing Director is within the limits approved by the Board and shareholders. The Remuneration to Non-Executive /Independent Directors:

a. Remuneration / Profit Linked Commission:

The remuneration shall be in accordance with the statutory provisions of the Companies Act, 2013, and the rules made there under for the time being in force.

b. Sitting Fees:

The Non- Executive / Independent Director may receive remuneration by way of fees for attending meetings of Board or Committee thereof. Provided that the amount of such fees shall not exceed the maximum amount as provided in the Companies Act, 2013, per meeting of the Board or Committee or such amount as may be prescribed by the Central Government from time to time.

c. Stock Options:

Pursuant to the provisions of the Companies Act 2013, Managerial Personnel, KMP, Senior Management and an employee shall be entitled to any Employee Stock Options (ESOPs) of the Company.

6 The Criteria for making payment of Senior Management and other Staff

Key Principles of the Remuneration Policy While designing compensation for Key managerial personnel, senior management and other employees, the following set of principles act as guiding factors:

1. Aligning key executive and board remuneration with the longer term interests of the company and its shareholders

2. Minimize complexity and ensure transparency.

3. Link to long term strategy as well as annual business performance of the company.

4. Promotes a culture of meritocracy and is linked to key performance and business drivers.

5. Reflective of line expertise, market competitiveness so as to attract the best talent.

Remuneration of Key Managerial Personnel, Senior Management and other Staff:

a. The Remuneration to KMP, Senior Management and other staff will be determined by the Committee and recommended to the Board for approval.

The terms of reference for the Remuneration committee include:

• Review the criteria of payment of Managerial remuneration.

• Review Managerial remuneration and recommend revision in the remuneration to the Board. Constitution of the Remuneration Committee and attendance details during the financial Year ended March 31,2015 are given below:

b. The remuneration to be paid to Managerial Personnel shall be as per the statutory provisions of the Companies Act, 2013, and the rules made there under for the time being in force.

c. KMP .Senior Management shall be eligible for a monthly remuneration as may be approved by the Board on the recommendation of the Committee in accordance with the statutory provisions of the Companies Act, 2013, and the rules made there under for the time being in force. The break-up of the pay scale and quantum of perquisites including, employer's contribution to P.F, pension scheme, medical expenses, etc. shall be decided and approved by the Board on the recommendation of the Committee.

d. If, in any financial year, the Company has no profits or its profits are inadequate, the Company shall pay remuneration to its Managerial Personnel in accordance with the provisions of Schedule V of the Companies Act, 2013 and if it is not able to comply with such provisions, with the prior approval of Board of Directors.

e. If any Managerial Personnel draws or receives, directly or indirectly by way of remuneration any such sums in excess of the limits prescribed under the Companies Act, 2013, he / she shall refund such sums to the Company and until such sum is refunded, hold it in trust for the Company.

h. Where any insurance is taken by the Company on behalf of its Managerial Personnel, KMP and Senior Management for indemnifying them against any liability, the premium paid on such insurance shall not be treated as part of the remuneration payable to any such personnel.

7 Monitoring, Evaluation and Removal

I. Evaluation:

The Committee shall carry out evaluation of performance of every Director, KMP and Senior Management and other staff on yearly basis.

Performance Management Process

The Performance Management Process [PMP] is at the heart of our approach to become a high performance culture, with a view to improving our capability to win and deliver business, rewarding achievement, and developing people to achieve their potential. Within this individual employees and their direct reporting manager, would jointly perform following activities:

- Agree and set personal and assignment objectives

- Assess how well objectives are met - using measurement, feedback and evidence from a variety of sources

- Assess strengths and areas for development/ improvement

- Review personal career and development plans

- Plan career development with increase of remuneration in between 5% to 15% of annual salary.

- Increments if declared will be effective from 1st April of each financial year subject to other necessary approvals from statutory authorities as may be required.

II. Removal:

The Committee may recommend, to the Board with reasons recorded in writing, removal of a Director, KMP or Senior Management subject to the provisions of Companies Act, 2013, and all other applicable Acts, Rules and Regulations, if any.

III. Minutes of Committee Meeting:

Proceedings of all meetings must be minutes and signed by the Chairperson of the said meeting or the Chairperson of the next succeeding meeting. Minutes of the Committee meeting will be circulated at the subsequent Board meeting for noting.

8 Amendment to the Policy:

The Board of Directors on its own and / or as per the recommendations of Nomination and Remuneration Committee can amend this Policy, as and when deemed fit. In case of any amendment(s), clarification(s), circular(s) etc. issued by the relevant authorities, not being consistent with the provisions laid down under this Policy, then such amendment(s), clarification(s), circular(s) etc. shall prevail upon the provisions hereunder and this Policy shall stand amended accordingly from the effective date as laid down under such amendment(s), Clarification, circular(s) etc.

9 Disclosure

The details of this Policy and the evaluation criteria as applicable shall be disclosed in the Annual Report as part of Board's Report therein or alternatively the same may be put up on the Company's website and reference drawn thereto in the Annual Report.

PARTICULARS OF LOANS. GUARANTESS. OR INVESTMENTS UNDER SECTION 186

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

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. All Related Party Transactions are placed before the Audit Committee as also the Board for approval.

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

Our company is in full compliance with the applicable environmental laws and is very active and progressive in applying measures for conservation of energy and technology absorption.

Foreign Exchange Earnings and Outgo:

Earnings: NIL

Outgo: NIL

RISK MANAGEMENT POLICY

Risk mitigation planning is the process of developing option and action to enhance opportunities and reduce threats to project objectives. Risk mitigation implementation is the process of executing risk mitigation action. Risk mitigation progress monitoring includes tracking identified risks, identifying new risks and evaluating risk process effectiveness throughout the project.

In Atishay Risk mitigation handling options include:

- Assume/ Accept: Acknowledge the existence of a particular risk and make a deliberate decision to accept it without engaging in special efforts to control it.

- Avoid: Adjust program requirements or constraints to eliminate or reduce the risk. This adjustment could be accommodated by a change in funding, schedule, or technical requirements.

- Control: Implement action to minimize the impact or likelihood of the risk.

- Transfer: Reassign organizational accountability, responsibility and authority to another stakeholder willing to accept the risk.

- Watch/Monitor: Monitor the environment for changes that affect the nature and /or the impact of the risk.

Accordingly, our Company's operations are committed to the pursuit of achieving high levels of operating performance and cost competitiveness, consolidating and building for growth, enhancing the productive asset and resource base and nurturing overall corporate reputation. Our Company is also committed to creating value for its other stakeholders by ensuring that its corporate actions positively impact the socio-economic and environmental dimensions and contribute to sustainable growth and development.

CORPORATE SOCIAL RESPONSIBILITY

The Company is not coming under the criteria as mentioned in Section 135 of the Companies Act, 2013 which specifies the requirement of forming the Corporate Social Responsibility Committee.

FORMAL ANNUAL EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Clause 52 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and Compliance Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

DIRECTORS:

A) Changes in Directors and Key Managerial Personnel Mr. Akhilesh Jain, Chairman & Managing Director: He was re-appointed as the Managing Director of our Company on July 03, 2014 for five years in the Annual General Meeting of the Company held on July 03,2014.

Mrs. Rekha Jain, Whole-time Director: She was appointed as the Whole-time Director of our Company w.e.f. July 03,2014 for 5 years subject that her term shall be liable to be determined by the liability to retire by rotation in accordance with the provisions of Section 152 of the Companies Act 2013, in the Annual General Meeting of the member of our Company held on July 03, 2014.She has resigned from the post of Whole-Time Director and continued as Non-Executive Director of the Company with effect from 1 st April,2015.

Mr. Archit Jain, Whole-time Director: He was appointed as the Whole-time Director of our Company w.e.f. July 03, 2014 for 5 years subject that his term shall be liable to be determined by the liability to retire by rotation in accordance with the provisions of Section 152 of the Companies Act 2013, in the Annual General Meeting of the member of Company held on July 03,2014. Mr. Kavindra Singh was appointed as a nonexecutive Independent Director of the Company to hold office for a period five consecutive years w.e.f June 23,2014.

Mr. Arvind V Lowlekar was appointed as a non-executive Independent Director of the Company to hold office for a period five consecutive year's w.e.f June 23,2014.

Mr. Devendra Ajmera, was appointed as a non-executive Independent Director of the Company to hold office for a period five consecutive year's w.e.f June 23,2014.

Mr.Devendra Ajmera resigned from the company on 17th September, 2014 due to personal commitments.

Mrs. Poonam priam lssrani was appointed as additional directors in the capacity of non executive ans independent directors in his vide bord resolution dated September 17th 2014.

The board of direcots had appointed mr.ranveer singh chandel as chief financial officer from june 23rd,2014

Miss iti tiwari appointed by the board of directors .as the company secretary and compliance officer of the company with effect from June 29th 2014

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR

COURTS

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

DIRECTORS' RESPONSIBILITY STATEMENT

The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) 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 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) The directors had prepared the annual accounts on a going concern basis; and

(e) The directors, in the case of a listed company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(f) 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.

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, shall be provided on request. The Company is not having any employee drawing remuneration exceeding the limits as specified under the Companies Act, 2013.

CAUTIONARY NOTE

This report contains certain "forward-looking statements" within the meaning of applicable laws and regulations. Actual results may vary significantly from the statements contained in this document due to various risks and uncertainties. The Company does not undertake to update these statements

ACKNOWLEDGMENTS:

The Board of Directors wish to place on record its appreciation for the commitment, dedication and hard work done by the employees of the Company and the cooperation extended by Banks, Government Authorities, Customers, Shareholders and looks forward to a continued mutual support and cooperation.

For and on behalf of the Board of Directors

Sd/- Mr.Akhilesh Jain

Managing Director

Place: Bhopai

Date: 25.04.2015