IIT Investrust Limited

DIRECTORS' REPORT

The Members

DSJ Communications Limited

Your Directors presents the 25th Annual Report together with the Audited Financial Statements of the Company for the financial year ended 31st March, 2015.

REVIEW OF OPERATIONS:

During the year under review, the Company has not carried out any business activities. The Company is in process of developing a state of the art digital content delivery and analytics platform which will enable investors to track information on the markets and also to transact on such markets in a safe and secure manner. The management is optimistic about the Company's future plans and policies for its growth and expansion.

SHARE CAPITAL:

There was no change in Share Capital of the Company during the year 2014-15.

DIVIDEND:

In view of no business activity during the year under review and accumulated losses, your directors do not recommend any dividend for the year under review.

PUBLIC DEPOSITS:

During the year under review, the Company has not accepted any deposits within the meaning of Section 73 and 76 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

EXTRACT OF ANNUAL RETURN:

An extract of Annual Return in Form MGT-9 is appended to this Report as Annexure I.

DIRECTORS AND KMP:

In accordance with the provisions of Section 152 of the Companies Act, 2013 read with Companies (Management & Administration) Rules, 2014 and Articles of Association of the Company, Mr. Sanjay Padode DIN: 00338514), Non-Executive Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment and your Board recommends his re-appointment.

The Board of Directors of the Company has appointed Ms. Poorva Dublay (DIN: 07078673) as an Additional (Independent) Director of the Company for a period of five years w.e.f. 11th February, 2015, subject to approval of shareholders at the ensuing Annual General Meeting. The Company has received a notice along with requisite deposit from a member of the Company under Section 160 of Companies Act, 2013 proposing her candidature for the office of Director of the Company. Your Board recommends her appointment.

Mr. Rakesh Magaji, Independent Director resigned from the directorship of the Company w.e.f. 11th February, 2015. The Board expresses its appreciation to Mr. Rakesh Magaji for his valuable guidance as Director of the Company. The Company has received declaration from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under Section 149(6) of the Companies Act, 2013 and under Clause 49 of the Listing Agreement entered into with the Stock Exchanges.

Annual Performance and Board Evaluation:

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Stakeholders' Relationship and Nomination & Remuneration Committees of the Company. The Board has devised questionnaire to evaluate the performances of each of executive and non-executive and Independent Directors. Such questions are prepared considering the business of the Company and the expectations that the Board have from each of the Directors. The evaluation framework for assessing the performance of Directors comprises of the following key areas:

i. Attendance at Board Meetings and Board / Committee Meetings;

ii. Quality of contribution to Board deliberations;

iii. Strategic perspectives or inputs regarding future growth of Company and its performance;

iv .Providing perspectives and feedback going beyond information provided by the management.

The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

MEETINGS OF THE BOARD:

The Board meets at regular intervals to discuss and decide on Company / business policy and strategy apart from other Board business. A tentative annual calendar of the Board and Committee Meetings is informed to the Directors in advance to facilitate them to plan their schedule and to ensure meaningful participation in the meetings.

The notice of Board Meeting is given well in advance to all the Directors of the Company. Usually, meetings of the Board are held in Mumbai, Maharashtra. The agenda of the Board / Committee meetings is circulated 7 days prior to the date of the meeting to enable the Directors to take an informed decision.

The Board met four times during the year the details of which are given in the Report on Corporate Governance. The intervening gap between the two consecutive meetings was within the period prescribed under the Companies Act, 2013.

DIRECTORS' RESPONSIBILITY STATEMENT:

Your Directors, to the best of their knowledge and belief and according to the information and explanations obtained by them and as required under Section 134(3)(c) of the Companies Act, 2013 state that:

a. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b. 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 at the end of the financial year and of the loss of the company for that period;

c. the directors have 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 have prepared the annual accounts on a going concern basis;

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

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION:

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for appointment and remuneration of Directors, Senior Management including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under sub-section (3) of Section 178 of the Companies Act, 2013. The Remuneration Policy is stated in the Report on Corporate Governance.

PARTICULARS OF REMUNERATION:

During the year under review, no employee was in receipt of remuneration exceeding the limits as prescribed under provisions of Section 197 of the Companies Act, 2013 and Rule 5(2) and 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The necessary disclosure of Ratio of Remuneration to each Director to the median employee's remuneration and other details pursuant to Section 197(12) of the Companies Act, 2013 and Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been appended as Annexure II to this Report.

COMMITTEES OF THE BOARD:

During the year, in accordance with the Companies Act, 2013, the Board re-constituted some of its Committees There are currently three Committees of the Board, as follows:

1.Audit Committee

2.Stakeholders' Relationship Committee

3.Nomination and Remuneration Committee

Details of all the Committees along with their charters, composition and meetings held during the year, are provided in the "Report on Corporate Governance" forming part of this Annual Report.

AUDIT COMMITTEE AND ITS COMPOSITION:

The composition of the Audit Committee is as under and the same has been given in Corporate Governance Report as required under Clause 49 of the Listing Agreement, which is annexed to this report.

As on 31st March, 2015, the Audit Committee comprised of Mr. Nitin Sawant, Ms. Poorva Dublay, Independent Directors and Mr. Vijaysingh Padode, Chairman and Managing Director of the Company.

The Audit Committee of the Company reviews the reports to be submitted with the Board of Directors with respect to auditing and accounting matters. It also supervises the Company's internal control and financial reporting process.

Mr. Nitin Sawant, Independent Director is the Chairman of Audit Committee of the Company. The Compliance Officer of the Company acts as the Secretary to the Committee.

RISKS AND AREAS OF CONCERN:

The Company has laid down a well-defined Risk Management Policy covering the risk mapping, risk analysis, risk exposure, potential impact and risk mitigation process. A detailed exercise is being carried out to identify, evaluate, manage and monitor of both business and non-business risk. The Board periodically reviews the risks and suggests steps to be taken to control and mitigate the same through a properly defined framework.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SECTION 188(1) OF THE COMPANIES ACT, 2013:

All Related Policy Transactions entered during the year were in Ordinary Course of the Business and on Arm's Length basis. No Related Party Transactions were entered during the year by your Company as per Section 188 of the Companies Act, 2013 which requires approval of the members. Accordingly, the disclosure pertaining to Related Party Transactions as required under Section 134(3) of the Companies Act, 2013 in Form AOC-2 is not applicable.

The transaction of the Company with New Bonanza Impex Private Limited does not fall under the ambit of Section 188 of the Companies Act, 2013. However, it is a material related party transaction as per the amended Clause 49 of the Listing Agreement. The details of the said transaction are mentioned at item no. 5 of the Notice of the ensuing Annual General Meeting.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

During the year under review, the Company has not made any investments or given guarantee's or provide security falling under the provisions of Section 186 of the Companies Act, 2013.

DETAILS OF 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 significant or material order passed by any regulator, court or tribunal, which impacts the going concern status of the Company or will have bearing on company's operations in future.

WHISTLE BLOWER POLICY:

The Company has a Vigil mechanism / Whistle blower Policy to deal with instance of fraud and mismanagement, if any. The mechanism also provides for adequate safeguards against victimization of directors and employees who avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee in the exceptional cases. The details of the Vigil Mechanism Policy is explained in the Corporate Governance Report and also posted on the website of the Company. We affirm that during the financial year 2014-15, no employee or director was denied access to the Audit Committee.

STATUTORY AUDITORS:

M/s. J. D. Jhaveri & Associates, Chartered Accountants, Mumbai, (FRN:111850W) were appointed as Statutory Auditors of the Company at the previous Annual General Meeting held on 29th September, 2014 for a term of four consecutive years. As per the provisions of Section 139 of the Companies Act, 2013, the appointment of Auditors is required to be ratified by Members at every Annual General Meeting.

Your Directors recommends the ratification by confirming the appointment of M/s. J. D. Jhaveri & Associates, Chartered Accountants, Mumbai as Statutory Auditors of the Company.

In respect to Auditors' remarks in their report relating to the interest and principal amount are not repaid regularly in respect of loans and all loans are overdue as on the date of the Balance sheet, your directors would like to state that due to financial crunch and no business activities during the year, your Company could not pay interest on loan taken and repay loan on due date. The Company is taking adequate matter to improve the situation and repay the dues.

SECRETARIAL AUDIT REPORT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013, the Secretarial Audit Report received from M/s. Manish Ghia & Associates, Company Secretaries, Mumbai is appended as Annexure - III and forms part of this report.

In respect to the Secretarial Auditors' remarks in their report, the Directors would like to state as under:

•Non-appointment of Company Secretary and Chief Financial Officer (CFO) The Company is in process of making the said appointments.

•Non-payment of Annual Listing Fees to National Stock Exchange Limited (NSE) and Ahmedabad Stock Exchange Limited (ASE).

Since, the Company is not having any business operations and facing financial crunches; it was not able to make the said payment. However, the Company is in process of making necessary arrangement for making the payment.

INTERNAL AUDIT:

The Company has appointed Mr. Amit B. Agarwal & Associates, Chartered Accountants, Mumbai, as its Internal Auditor. The Internal Auditor has given his reports on quarterly basis to the Audit Committee.

Based on the report of internal audit, management undertakes corrective action in their respective areas and thereby strengthens the control.

INTERNAL FINANCIAL CONTROL:

Though the Company has not adopted a formal Internal Financial Control Policy during the financial year under review, the Audit Committee evaluates the efficacy and adequacy of financial control system in the Company, its compliance with operating systems, accounting procedures at all levels and strives to maintain the Standard in Internal Financial Control.

REPORT ON CORPORATE GOVERNANCE:

Pursuant to Clause 49 of the Listing Agreement entered into with the Stock Exchanges, the following have been made a part of Directors' Report:

• Management Discussion and Analysis

•Report on Corporate Governance.

•Auditors' Certificate regarding compliance of conditions of Corporate Governance

LISTING OF SECURITIES:

The Company's shares are listed on BSE Limited (BSE), National Stock Exchange of India Limited (NSE) and Ahmedabad Stock Exchange Limited (ASEL). However, the Scrip has been suspended from trading at National Stock Exchange of India Limited (NSE).

The Company has paid listing fees to BSE Limited for the financial year 2015-2016.

INFORMATION UNDER THE SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has zero tolerance for sexual harassment at workplace and adopted a Policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under. There was no complaint on sexual harassment during the year under review.

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

Information in terms of requirements of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies ( Accounts) Rules, 2014 regarding Conservation of energy, technology absorption, foreign exchange earnings and outgo.

A)Conservation of Energy:

In absence of any business activities carried out during the year under review, your director has nothing to report with respect to conservation of energy.

B)Research and Development:

The Company has not carried out any specific research activity and so no benefit has been derived from it.

C)Technology absorption, adaption and innovation:

The Company continues to take prudential measures in respect of technology absorption, adaptation and take innovative steps to use the scarce resources effectively.

A .The efforts made towards technology absorption - Not Applicable.

b. The benefits derived like product improvement, cost reduction, product development or import substitution - Not Applicable.

C .In case of imported technology (imported during the last three years reckoned from the beginning of the financial year) - Not Applicable.

D .The expenditure incurred on Research and Development - Not Applicable.

D)Foreign Exchange Earnings and Outgo:

There were no transactions during the year under review in which foreign exchange earnings or outgo was involved.

ACKNOWLEDGEMENT:

Your Directors take this opportunity to express their sincere appreciation for the assistance and co-operation received from all the Government departments, Banks, Financial Institutions, members and other stakeholders during the year under review and also look forward to their continued support in the future.

Your Directors also wish to place on record their deep appreciation for the committed services of the employees of the Company.

For and on Behalf of the Board of Directors

Vijaysingh Padode

Chairman & Managing Director

Date: 12th August, 2015

Place: Mumbai