IIT Investrust Limited

BOARD OF DIRECTORS' REPORT

Dear Stakeholders,

Your Directors are pleased to present the 29th Annual Report on the business and operation of the Company, along with Audited Accounts, for the financial year ended 31st March, 2015.

REVIEW OF OPERATIONS AND FUTURE PROSPECTS

During the year under review, the Company has earned total revenue of Rs. 4.75 Lacs as compared to previous year Rs. 31.16 Lacs and suffered a loss of Rs. 37.16 Lacs as compared to net profit of Rs. 1.33 lacs to previous years. Your Directors are taking all possible steps to bring the Company out of the crisis like situation and expected to be successful in the coming years.

DIVIDEND

In view of losses of current year, your directors do not recommend any dividend for the financial year ended March 31, 2015. The Board assures you to present a much strong financial statements in coming years.

AUDITORS

The Members of the Company had at its 28th Annual General Meeting held on 30th September 2014 approved the appointment of M/s. Neeraj Ramesh Chandra & Associates, Chartered Accountants FRN 0171559N as the Statutory Auditor of the Company, up to the conclusion of 30th Annual General Meeting (AGM) and offer themselves for re-appointment. The said Auditors have furnished the Certificate of their eligibility for re-appointment.

In view of the rule 3(7) of Companies (Audit and Auditors) Rules, 2014, the existing appointment of M/s. Neeraj Ramesh Chandra & Associates, Chartered Accountants FRN 0171559N, covering the period from the conclusion of this ensuing AGM until the conclusion of the next Annual to be held in the financial year 2016-17, is being placed for members' ratification.

The Board recommends the appointment of M/s Neeraj Ramesh Chandra & Associates, Chartered Accountants the Statutory Auditors of the Company till the financial Year 2016-17 subject to ratification of their appointment at every AGM.

As required under Section 139 of the Companies Act, 2013, the Company has obtained a written consent from the Auditors to such continued appointment and also a certificate from them to the effect that their appointment, if ratified, would be in accordance with the conditions prescribed under the Companies Act, 2013 and the rules made thereunder, as may be applicable.

During the year under review, Internal Audit of the Company has been carried out by M/s. Shailesh Aggarwal & Associates, Chartered Accountants, New Delhi. M/s Shailesh Aggarwal Associates, Chartered Accountant, has re-appointed as an Internal Auditor of the Company for the financial year 2015-16

AUDITORS' REPORT

The Auditors' report on the financial statement for the financial year 2014-15 is self explanatory.

SECRETARIAL AUDITOR

The Board has appointed Yashlok Dubry, Practicing Company Secretaries, to conduct Secretarial Audit under the provisions of Section 204 of the Companies Act, 2013 for the financial year 2014-15. The Secretarial Audit Report for the financial year ended 31st March, 2015 is annexed herewith and marked as Annexure I to this Report.

MATTER OF EMPHASIS OF SECRETARIAL AUDITORS AND MANAGEMENT'S REPLY Emphasis of Matter

During the financial year 2014-15, Company has not appointed Company Secretary.

Management's Reply:

The management is trying to look after a competent Company secretary.

DIRECTORATE

During the financial year 2014-15, Mr. O P. Yadav was appointed as Managing Director of your Company for a period of five years from 06th August 2014 to 05th August 2019 without any remuneration.

The Board of Directors at their meeting held on 06th August 2014 has appointed Mrs. Ruby Yadav as additional director and subsequently she was appointed as a Non-Executive Director by the shareholders at the AGM held on 30th September, 2014.

In accordance with the requirements of the Companies Act, 2013 and the Company's Articles of Association, Mrs. Ruby Yadav, Director of the Company, retires by rotation and shown her willingness for Re-appointment.

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 the Companies Act, 2013.

Further, in compliance with the provisions of Sections 149, 152, Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 read with Companies (Appointment and Qualification of

Directors) Rules, 2014, Mr. S. P. Jain and Mr. Rakesh Sidhu were appointed as Independent Directors on the Board of Directors of your Company at the 28th Annual General Meeting of your Company held on 30th September, 2014 to hold office up to 5 (five) consecutive years from date of their appointment.

CHIEF FINANCIAL OFFICER

Pursuant to the provisions of Section 203 of the Companies Act, 2013, appointment of Mr. O. P. Yadav, Chief Financial Officer was formalized as the Key Managerial Personnel of the Company.

BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance and individual directors pursuant to the provisions of the Companies Act, 2013. The performance of the Board was evaluated by the Board on the basis of the criteria such as the Board composition and structure, effectiveness of Board process, information and functioning etc. The Board and Nomination and Remuneration Committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of individual director to the Board and committee meetings like preparedness on the issue to be discuss meaningful and constructive contribution and inputs in meetings, etc. In a separate meeting of independent directors, performance of non-independent director, performance of the Board as a whole and performance of Chairman was evaluated.

NOMINATION & REMUNERATION POLICY

The Board of Directors, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Key Managerial Personnel, Senior Management and their remuneration as required under Section 178 of the Companies Act, 2013. The Nomination & Remuneration Policy of the Company is annexed herewith and marked as Annexure II to this Report.

RISK MANAGEMENT

The Company has a Risk Management Manual in place that defines the policies, lays out the strategies and methodology to decide on the risk taking ability of the organization.

The Company constantly reviews its exposure to various types of risk, whether it be regulatory, operational, environmental, financial or political. The Company has in place adequate systems to ensure compliance with all regulatory and statutory matters, reviews the same on a periodic basis and takes appropriate corrective action when necessary.

EFFICIENT INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

Adequate internal controls have been laid down by the Company to safeguard and protect its assets as well as to improve the overall productivity of its operations. All the transactions are properly authorized, recorded and reported to the management. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements. The detailed process of review not only ensures reliability of control systems and legal compliances with applicable legislation, defined policies and processes but also reviews efficiency of systems and ensures safeguarding of tangible and intangible assets.

CORPORATE GOVERNANCE REPORT

Your Company believes and preached the Corporate Governance practices which are in line with legal requirements of Clause 49 of listing agreement and Companies Act 2013. The Company has adopted the practices which are prevalent in the industry. Further Securities and Exchange Board of India vide its Circular (Circular No. CIR/CFD/Policy Cell/7/2014) dated 15th September 2014 has exempted certain Companies from mandatory Compliance of provision of clause 49 of listing agreement entered in to with the Stock Exchange where the Share of the Company are listed. In terms of said circular every Company which has paid up capital less than Rs. 10 Crore and Net worth less than Rs. 25 Crore are exempted from complying with the provisions of clause 49 of listing agreement.

The Paid up capital of your company is less than Rs. 10 Crore and Net worth is less than 25 Crore therefore your Company is exempted from the complying with the provision of clause 49, however your director assure you that your company will continue to follow the good corporate governance practices. The separate section on corporate governance is being discontinued and director shall inform the stakeholders in the Board Report section.

DIRECTOR'S RESPONSIBILITY STATEMENT

The Board of Directors acknowledges the responsibility for ensuring compliance with the provisions of Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013 in the preparation of the annual accounts for the year ended 31st March, 2015 and state that:

a. in the preparation of the annual accounts for the financial year ended on 31st March, 2015, 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;

e. the directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

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

During the year under review no employee is covered as per rules 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, therefore no statement is required be given showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules are not applicable.

PARTICULARS OF REMUNERATION

The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

i) The ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2014-15:

No Director has drawn any remuneration from the Company during the financial year 2014-15 therefore ratio of remuneration of each director the median remuneration of the employees of the Company is not ascertainable.

ii) the percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year 2014-15:

No Director, Chief Financial Officer has drawn any remuneration from the Company during the financial year 2014-15. Therefore increase in remuneration of each director and CFO is not ascertainable.

iii) The percentage increase in the median remuneration of employees in the financial year 2014-15: Not Ascertainable as the Company has One permanent employee.

iv) The number of permanent employees on the rolls of company: 1

v) The explanation on the relationship between average increase in remuneration and company performance:

During the financial year 2014-15, Company has paid Rs. 63000 as remuneration to the employees as compared to Rs. 96000 in the previous financial year. The Company has suffered loss of Rs. 3,715,815 for the financial year 2014-15 as compared to profit of Rs. 133,205 in the previous financial year.

vi) Comparison of the remuneration of the Key Managerial Personnel against the performance of the Company:

No Remuneration is being paid to any Key Managerial personnel in the financial year 2014-15 therefore increment in the remuneration of Key Managerial Personnel is not ascertainable compared to 2013-14, whereas this year Company has suffered loss of Rs. 3,715,815 in 2014-15, compared to Rs. 133,205 profit in the financial year 2013-14.

vii) Variations in the market capitalisation of the Company, price earnings ratio as at the closing date of the current financial year and previous financial year and percentage increase over decrease in the market quotations of the shares of the Company in comparison to the rate at which the Company came out with the last public offer, the variations in the net worth of the Company as at the close of the current financial year and previous financial year:

ix) Comparison of the each remuneration of the Key Managerial Personnel against the performance of the Company:

x) The key parameters for any variable component of remuneration availed by the Directors:

The key parameters for the variable component of remuneration, if any, availed by the Directors are considered by the Board of Directors based on the recommendations of the Nomination and Remuneration Committee as per the Nomination & Remuneration Policy for Directors.

xi) The ratio of remuneration of the highest paid Director to that of the employees who are not Directors but receivable remuneration in excess of the highest paid director during the year:

No Director has drawn any remuneration from the Company during the financial year 2014-15. Therefore ratio of remuneration the employees who are not Directors but receivable remuneration in excess of the highest paid director are not ascertainable.

xii) Affirmation that the remuneration is as per the remuneration policy of the Company:

No remuneration is being paid to the Director and Key Managerial personal of the Company. However it is hereby affirmed that the remuneration if paid will b as per the Nomination and Remuneration Policy of the Company.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

There were no contracts or arrangements entered into by the Company in accordance with the Section 188 of the Companies Act, 2013. However the details of the transactions with related party are provided in the accompanying financial statements.

Related party transactions are subject to the Audit Committee and the Board for approval.

The policy on materiality of related party transactions and dealing with related party transactions as approved by the Board can be accessed on the Company's website at the link: www.ifmimpex.com

LISTING ON THE STOCK EXCHANGE

The Company's shares are listed with BSE Limited and the Company has paid the necessary listing fees for the Financial Year 2015-16.

CHANGES IN SHARE CAPITAL

The Authorised Share Capital of the company is Rs. 55,000,000 divided into 5,500,000 equity shares of Rs.10/- each. During the period under review, the said capital has not been raised by the company. The Issued, Subscribed & Paid-up Capital remains is Rs. 30,056,000/-.

There has been no change in the share capital of the Company during the year.

INTERNATIONAL SECURITY IDENTIFICATION NUMBER

Your Company has admitted its securities with National Services Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) to enable our shareowners to hold their shares in dematerialised form. International Security Identification Number of your Company is INE169F01014.

COMMITTEES OF THE BOARD

The Committees of the Board focus on certain specific areas and make informed decisions in line with the delegated authority. The following substantive Committees constituted by the Board function according to their respective roles and defined scope:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholder Relationship Committee

DISCLOSURES:

A) EXTRACT OF ANNUAL RETURN

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

C) COMPOSITION OF AUDIT COMMITTEE

The Audit Committee as on date comprises of three members, including one is Managing Director viz. O. P. Yadav and two are Non executive Independent director viz. Mr. S. P. Jain and Mr. Rakesh Sidhu. Mr. S. P. Jain is heading the Committee.

D) COMPOSITION OF NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee as on date comprises of three members, viz. Mr. S. P. Jain, Mr. Rakesh Sidhu and Mrs. Ruby Yadav. Mr. S. P. Jain is heading the Committee.

E) COMPOSITION OF STAKEHOLDER RELATIONSHIP COMMITTEE

The Stakeholder Relationship Committee as on date comprises of three members, including one is Managing Director viz. Mr. O. P. Yadav and two are Non executive Independent director viz. S. P. Jain and Mr. Rakesh Sidhu. Mr. S. P. Jain is heading the Committee.

F) VIGIL MACHANISM/WHISTLE BLOWER POLICY

Pursuant to Section 177 of the Companies Act, 2013, the Board of Directors at its meeting held on 30th May, 2014 has adopted a vigil mechanism/whistle blower policy of the Company. The policy provides a framework for directors and employees to report genuine concerns about unethical behavior, actual or suspected fraud or violation of the Company's code of conduct or ethics policy. Protected disclosures can be made by a whistle blower through an email or to the Chairman of the Audit Committee. The vigil mechanism/whistle blower policy can be accessed on the Company's website at the link: www.ifmimpex.com

G) DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance towards sexual harassment at workplace and during the year under review, your Board has constituted an Internal Complaints Committee to consider and redress complaints of sexual harassment & also adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed there under.

During the financial year 2014-15, the Company has received no complaints on sexual harassment.

H) PATICULARS OF LOANS GIVEN, INVESTMENT MADE, GUARANTEES GIVEN AND SECURITY PROVIDED

Particulars of loans given, investments made, guarantees given and securities are provided in the financial statements.

I) 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:

1. Details relating to deposits covered under Chapter V of the Companies Act, 2013.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

4. The Managing Directors of the Company did not receive any remuneration or commission from subsidiary.

5. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

SUBSIDIARY COMPANY

The Company does not have any subsidiary company.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

EARNINGS AND OUT GO.

Information required to be given pursuant to section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 and forming part of the Director's report for the year ended 31st March, 2015 are given below :

A. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

(i) the steps taken or impact on conservation of energy;

Your Company is primarily engaged in the business of export and import of Agro products which does not require the Electricity or Power consumption on large scale. However Your Company is conscious about its responsibility to conserve energy, power and other energy sources wherever possible. We emphasis towards a safe and clean environment and continue to adhere to all regulatory requirements and guidelines.

(ii) the steps taken by the company for utilising alternate sources of energy;

The Company has been taking energy saving measures viz., Use of energy saver electrical equipments, LED fittings are provided inside the building for common area lighting in the Company, Efficient ventilation system in the office of the Company.

(iii) the capital investment on energy conservation equipments;

Your company has nil capital investment on energy conservation equipments.

B. Technology absorption-

(i) the efforts made towards technology absorption; N.A.

(ii) the benefits derived like product improvement, cost reduction, product development or import substitution; N.A.

(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)- N.A.

(a) the details of technology imported; N.A.

(b) the year of import; N.A.

(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and

(iv) the expenditure incurred on Research and Development. N.A.

C. FOREIGN EXCHANGE EARNINGS & OUTGO

Foreign Exchange Earnings & Outgo: Nil

ACKNOWLEDGEMENT

Directors wish to place on record their deep thanks and gratitude to;

a) The Government as well as their respective Departments connected with the business of the Company, Bankers of the Company for their co-operation and continued support.

b) The Shareholders, Suppliers and Contractors for the trust and confidence reposed and to the Customers for their valued patronage.

c) The Board also takes this opportunity to express its sincere appreciation for the efforts put in by the officers and employees at all levels in achieving the results and hopes that they would continue their sincere and dedicated endeavour towards attainment of better working results during the current year.

Reg. Office : C-351/9, Majlis Park, Delhi - 110 033

By Order of the Board

For IFM Impex Global Limited

S. P. Jain

Director

DIN: 01607971

O. P. Yadav

Managing Director

DIN:01607006

Place: New Delhi

Dated: 28.08.2015