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Directors Report of Industrial Investment Trust Ltd.

Mar 31, 2016

DIRECTORS'' REPORT

Dear Shareholders,

The Directors are pleased to present the Eighty Third Annual Report of the Company, together with the Audited Statements of Accounts for the year ended March 31, 2016.

Financial Performance Summary

Rs. in Lacs

Particulars

Financial Year ended

Standalone

Consolidated

31/03/2016

31/03/2015

31/03/2016

31/03/2015

Total Income

1709.84

1138.80

32793.84

33974.93

Profit/(loss) before Interest, Depreciation & Tax (EBITDA)

699.90

461.46

(205.05)

826.54

Finance Charges

6.93

2.44

638.31

57.67

Depreciation

12.48

19.77

68.88

92.76

Provision for Income Tax (including for earlier years)

29.64

126.04

50.56

238.77

Net Profit/(Loss) After Tax

650.85

313.21

(962.80)

437.34

Profit/(Loss) brought forward from previous year

4234.04

4256.67

2895.16

3109.31

Reversal of excess tax on dividend

_

-

-

-

Less: Depreciation on transition to Schedule II of the Companies Act, 2013 on tangible fixed assets with nil remaining useful life

-

1.82

-

14.23

Less: Loss for Associate for the year

.-

-

37.65

168.87

Less: Profit or (Loss) Attributable to Minority interest

-

-

(242.16)

114.67

Profit/(Loss) carried to Balance Sheet

4884.89

4568.06

2136.87

3248.88

From this, the Directors have transferred to:

Special Reserve

130.17

62.64

130.17

62.64

General Reserve

-

-

-

-

Capital Redemption Reserve

-

-

-

-

(i) The Directors have not recommended any Dividend for the year 2015-2016 [previous year dividend declared Rs. 1.00 per equity share on 22,547,550 equity shares of Rs. 10/- each]

-

225.44

-

225.44

(ii) Dividend declared at the rate of Rs. 1.00 per CCPS on 7,20,000 CCPS of Rs.10/- each in the year 2014-2015

-

0.04

-

0.04

Tax on proposed Dividend

-

45.90

-

65.61

Leaving a balance to be carried forward

4754.72

4234.04

2006.70

2895.15

*previous year figures have been regrouped/rearranged wherever necessary.

Results of operations and state of Company''s affairs

The Company has earned pre-tax profit of Rs. 680.49 lakhs during the year as compared to Rs. 439.25 lakhs in the previous year. The Revenue from operations during the year was Rs. 1709.84 lakhs compared to Rs. 1138.80 lakhs in the previous year. The income of Rs. 1709.84 lakhs comprises of interest income of Rs. 894.26 lakhs and income from sale of investment property of the Company amounting to Rs. 803.29 lakhs. Net Provision of Rs. 63.22 lakhs has been made towards diminution in value of quoted long-term investments of the company as compared to Rs. 279.04 lakhs in the previous year.

Business Overview

The Company is registered with Reserve Bank of India (RBI) as a Non-Deposit taking Non- Banking Financial Company (NBFC). It is a ''Systemically Important Non-Deposit taking NBFC'' with its total assets being more than Rs. 500 Crores. It is primarily a Holding Company, holding investments in its subsidiaries and other group Companies. The activities of the Company comprises of Investment in equity shares quoted as well as unquoted, units of mutual funds, Fixed deposits with renowned Banks, InterCorporate Deposits and Loans to its Group Companies. The Board of Directors is apprised of the investments of the Company and it monitors the deployment of resources on regular basis.

During the year under review, the Company has pruned its investment portfolio by selling certain quoted scrips where there was no remarkable appreciation or there was considerable erosion in the market values.

The details of the Company''s investments, including a portfolio summary and analysis of securities held are given in Note No. 2.8 to the Balance Sheet as on March 31, 2016. The loans to subsidiaries and other entities within the group and interest income on the same are disclosed in Note No. 2.24 to the Balance Sheet as on March 31, 2016.

The market value of the Company''s quoted investments, other than subsidiaries, as on March 31, 2016 was Rs. 14.77 lakhs, as compared to its cost of Rs. 178.49 lakhs. However, total provision of Rs. 150.09 lakhs made towards permanent diminution in value of investments has been considered adequate in view of investments being long term.

Material changes and commitments occurred after the close of the year till date of this report which affects the financial position of the Company

There were no material changes and commitments occurred after the close of the year till date of this report which affects the financial position of the Company.

Dividend

Your Directors regret to inform you that the Company has not recommended any dividend for the financial year 2015-2016.

Management Discussion and Analysis

Management Discussion and Analysis comprising an overview of the financial results, operations / performance and the future prospects of the Company form part of this Annual Report.

Change in Capital Structure

During the year under review, there was no change in the Capital Structure of the Company.

As on March 31, 2016, the issued, subscribed and paid up share capital of your Company stood at Rs. 22,54,75,500/-, comprising 2,25,47,550 Equity Shares of Rs. 10/- each.

Consolidated Accounts

The Consolidated Financial Statements of your Company for the financial year 2015-16, are prepared in compliance with applicable provisions of the Companies Act, 2013, Accounting Standard and the Listing Regulations. The Consolidated Financial Statements have been prepared on the basis of audited financial statements of the Company, its subsidiaries, associate and joint venture companies, as approved by their respective Board of Directors.

Subsidiary, Associate and Joint Ventures Companies

Pursuant to sub-section (3) of section 129 of the Act, the statement containing the salient features of the financial statement of company''s subsidiaries, associate and joint venture Companies is given as Annexure 2.

Brief particulars about the business of each of the Subsidiaries and Joint Venture / Associate Companies is given hereunder:-

Subsidiary Companies:

a. IIT Investrust Limited (IITIL)

IITIL is into Stock Broking and Depository facilities. Besides that, IITIL also provides Advisory and Consultancy services to various Body Corporates.

b. IITL Projects Limited - (IITLPL)

IITLPL is listed on Bombay Stock Exchange and certified as ISO 9001:2008 Company.

IITLPL is engaged in Real Estate business, construction of residential complex in the National Capital Region (NCR). It has acquired a plot of land on long term lease, under Builders Residential Scheme (BRS) of the Greater Noida Industrial Development Authority (GNIDA).

Apart from constructing its own project, IITLPL is also engaged in construction of residential flats through Special Purpose Vehicles (SPVs) and these SPVs have been allotted plots of land on long term lease, under Builders Residential Scheme (BRS) of the New Okhala Industrial Development Authority (NOIDA) and Yamuna Expressway Authority (YEA). The total lease hold area allotted to the Company alongwith SPVs is around 2,65,000 sq. meters and the projects are under various stages of construction.

Project developed by the Company:

Express Park View I: This project is completed and the flats are being allotted to the buyers.

Projects being developed by the Company jointly with SPVs:

1) The Hyde Park

2) The Golden Palms

3) Express Park View-II

4) The Golden Palm Village

c. IIT Insurance Broking and Risk Management Private Limited (IIT Insurance)

IIT Insurance had filed an application with Insurance Regulatory and Development Authority of India (IRDAI) for renewal of the Direct Broker License for Category (Life) in September 2015.

IRDAI vide its Letter dated January 05, 2016 granted Renewal of Direct Insurance Brokers License under Certificate of Renewal of License No. 398 for a period of three years with effect from October 20, 2015 to October 19, 2018.

During the year under review, one additional branch was opened and one branch was closed. The total number of operational offices at the year end stood at 6.

d. IITL Marketing Management Private Limited (IMMPL) (Formerly known as IIT Media and Entertainment Private Limited

IIT Media and Entertainment Private Limited was incorporated on January 22, 2010 for undertaking media business. Subsequently in the year 2014, the name of IIT Media and Entertainment Private Limited was changed to IITL Marketing Management Private Limited alongwith its object clause to carry on business of direct marketing, online marketing, multilevel marketing, network marketing and to provide high quality of services in hospitality, catering, tourism and products to clients and consumers. However, IMMPL did not commence any business till date. In June 2016, IMMPL has applied under the ''Fast Track Exit, 2011'' Scheme for striking off the name of the company from the Register of Companies under Section 560 of the Companies Act, 1956.

e. IITL Corporate Insurance Services Private Limited (IITL Corporate Insurance)

In January 2014, the Company had incorporated a wholly owned subsidiary viz. IITL Corporate Insurance Services Private Limited (ICISPL) for undertaking the business of corporate agency (Category: Life) of Future Generali India Life Insurance Company Limited (FGILICL).

However, subsequently it was decided that the subsidiary company, IIT Insurance Broking and Risk Management Private Limited will continue with the business of Direct Insurance Broking and therefore IITL Corporate Insurance made an application to FGILICL for withdrawal of its proposal for undertaking Corporate Agency business (Category: Life).

Joint Venture / Associate Companies:

a. Future Generali India Life Insurance Company Limited (FGILICL), a Joint Venture :

The Company has made an investment of Rs. 340 Crores in Future General India Life Insurance Company Limited, a joint venture of the company acquiring 22.5% of its equity capital. The management views this as a long term investment and in positive light, as insurance industry plays a crucial role in growth and development of the overall economy. The other major shareholders are Participatie Maatschappij Graafschap Holland NV and Future Group.

b. World Resorts Limited (WRL), an Associate Company:

WRL is into the business of hospitality and owns and operates a Five Star Resort by the name "Golden Palms Hotel & Spa" off Tumkur Road, Bangalore. It also manages and operates hotels under the brand "Golden Palms". WRL also has a wholly owned subsidiary company by the name, MRG Hotels Private Limited which owns a Hotel in Mussoorie.

Internal financial controls and their adequacy

In order to ensure the effectiveness of the existing internal financial controls of the company and to improvise upon its design and implementation, the Company engaged the services of M/s Deloitte Touche Tohmatsu India Limited Liability Partnership (''DTTILLP''), external consultants for providing Advisory Services on Internal Controls over Financial Reporting of the Company.

The documentation of process flow charts, key controls, Standard Operating Procedure (SOP) and risk control matrix have been compiled for all business functions.

M/s JPJ Associates, Chartered Accountants, a consulting / audit firm were appointed for determining the adequacy and operating effectiveness of the existing Internal Financial Controls over Financial Reporting of the Company on behalf of the management.

They have observed that there are no material weaknesses in the financial controls of the Company. Based on the above, management believes that adequate internal financial controls exist in relation to its Financial Statements.

Directors and Key Managerial Personnel

Appointment

The Board of Directors on the recommendation of the Nomination and Remuneration Committee in its Meeting held on November 07, 2015 had appointed Mr. Deb Kumar Banerjee, LIC Nominee as an Additional Director (Non Executive / Non Independent Director) with effect from November 07, 2015. We seek your confirmation for appointment of Mr. Deb Kumar Banerjee as a Non Executive / Non Independent Director of the Company.

The Company has received Notice in writing from a Member alongwith the deposit of the requisite amount under Section 160 of the Act proposing the candidature of Mr. Deb Kumar Banerjee for the office of Non Executive / Non Independent Director of the Company.

Based on the recommendation of the Nomination and Remuneration Committee and approval of Audit Committee, the Board of Directors appointed Mr. Kaushik Desai as Chief Financial Officer of the Company w.e.f. January 11, 2016.

Further, at the Board Meeting held on January 28, 2016, Mr. Kaushik Desai, Chief Financial Officer was designated as "Key Managerial Personnel" of the Company, pursuant to Sections 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Retiring by Rotation

In accordance with the Articles of Association of the Company, Mr. Bipin Agarwal, Director retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

Resignation

Mr. P.K. Rath and Mr. R.S. Loona resigned as Directors from the Board with effect from September 28, 2015 and June 21, 2016 respectively. The Board places on record, its appreciation for the valuable contributions made by them during their tenure as Director of the Company.

Familiarization Programme

The Company conducts suitable familiarization programme for Independent Directors so as to associate themselves with the nature of the industry in which the Company operates and business model of the Company in addition to regular presentations on financial statements and other relevant data. In addition to the above, Directors are periodically advised about the changes effected in the Corporate Law, Listing Regulations and RBI regulations with regard to their roles, rights and responsibilities as Directors of the Company.

The details of the familiarization programme have been disclosed and updated from time to time on the Company''s website and its web link is http://www.iitlgroup.com/newStatic/AboutUs.aspx.

Meetings of the Board

Five meetings of the Board of Directors were held during the year. For further details, please refer Report on Corporate Governance.

Directors'' Responsibility Statement

Pursuant to Section 134(3)(C) of the Companies Act, 2013, your Directors, to the best of their knowledge and belief, make following statements that:

(a) In preparation of the annual accounts for the year ended March 31, 2016, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

(b) Such accounting policies have been selected 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 at March 31, 2016 and profit of the Company for the year ended on that date;

(c) Proper and sufficient care has been taken 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) The annual accounts have been prepared on a going concern basis;

(e) The proper internal financial controls were in place and that such internal financial controls are adequate and were operating effectively;

(f) The systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.

Corporate Governance

Your Company has been practicing the principles of good Corporate Governance over the years and it is a continuous and ongoing process. A detailed Report on Corporate Governance practices followed by your Company as prescribed by SEBI in Chapter IV read with Schedule V of Listing Regulations together with a Certificate from the Auditors confirming compliance with the conditions of Corporate Governance are provided separately in this Annual Report.

Declaration by Independent Directors

The Company has received declarations from all the Independent Directors of the Company, confirming that, they meet the criteria of independence as prescribed both under Section 149(7) of the Companies Act, 2013 and Regulation 16(b) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Policy on appointment and remuneration for Directors, Key Managerial Personnel and senior management employees

The Board of the Directors has framed the policy which lays down a framework in relation to Remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. This policy also lays down criteria for selection and appointment of Board Members. The Nomination and Remuneration Policy is annexed at the end of the Corporate Governance Report.

Secretarial Audit

Pursuant to provisions of Section 204 of the Companies Act, 2013 and rules made there under, the Company has appointed M/s. Chandanbala Jain & Associates, Practicing Company Secretary (CP No. 6400), to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is included as Annexure 5 and forms an integral part of this report. The said Report does not contain any adverse observation or qualification requiring explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

Particulars of Loans given, Investments made, Guarantees given and Securities provided

The provisions of Section 186 of the Act pertaining to investment and lending activities is not applicable to the Company, since the Company is a Non-Banking Financial Company whose principal business is acquisition of securities.

Details of guarantees and/or security in connection with loans to other bodies corporate or persons as covered under the provisions of Section 186 of the Act, are given in the Notes to the Financial Statements.

Capital Adequacy Ratio

Your Company''s Capital to Risk Assets Ratio (CRAR) calculated in line with Non-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007 ("RBI Directions") stood at 81.48% above the regulatory minimum of 15%. Your Company''s asset size is Rs. 539.54 crores. The Company has received a certificate from the Auditors of the Company, M/s. Deloitte Haskins and Sells, Chartered Accountants, pursuant to Non-Banking Financial Companies AuditorsRs. Report (Reserve Bank of India) Directions, 2008 confirming compliance of the conditions with respect to Systemically Important Non-Deposit taking Non-Banking Financial Companies.

Conservation of energy, technology absorption, foreign exchange earnings and outgo:

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

(A) Conservation of energy: Not Applicable

(B) Technology absorption: Not Applicable

(C) Foreign exchange earnings and Outgo: The Company had no foreign exchange earnings and outgo during the financial year.

Risk Management

The Company has formulated a Risk Management Policy. The Company through the Committee for Investments / Loans and Risk Management identifies, evaluates, analyses and prioritize risks in order to address and minimize such risks. This facilitates identifying high level risks and implement appropriate solutions for minimizing the impact of such risks on the business of the Company. The Committee submits its recommendations and comments for Board’s review and necessary action.

Corporate Social Responsibility (CSR)

The Corporate Social Responsibility Committee has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, which has been approved by the Board.

The CSR Policy is disclosed on the Company''s website http://www.iitlgroup.com/newStatic/AboutUs.aspx.

As part of CSR initiative, your Company during the financial year 2015-16 has made contribution of Rs. 11,00,000/- out of the total contribution to be made of Rs. 24,50,000/- to Vyakti Vikas Kendra India, for promotion of Arts and Culture at the World Culture Festival held at Delhi as prescribed under Schedule VII of the Companies Act, 2013.

The report on CSR activities is attached as Annexure 4 to this Report.

Vigil Mechanism / Whistle Blower Policy

The Company has a Vigil Mechanism / Whistle Blower Policy to report to the management instances of unethical behavior, actual or suspected, fraud or violation of the Company''s code of conduct. The details of the Vigil Mechanism policy have been provided in the Corporate Governance Report and also disclosed on the website of the Company viz http://www.iitlgroup.com/newStatic/ AboutUs.aspx.

Evaluation of the Board, its Committees and individual Directors

Pursuant to the provisions of the Act, the Board has carried out an annual evaluation of its own performance, the individual Directors (including the Chairman) as well as an evaluation of the working of all Board Committees. The Board of Directors was assisted by the Nomination and Remuneration Committee ("NRC"). The performance evaluation was carried out by seeking inputs from all the Directors / Members of the Committees, as the case may be and discussions with the Directors by the Chairman of the NRC and the Chairman of the Board. The criteria for evaluating the performance of the Board as a whole covered various aspects of the Board''s functioning such as fulfillment of key responsibilities, structure of the Board and its composition, establishment and delineation of responsibilities of the Board Committees, effectiveness of Board processes, information and functioning, Board culture and dynamics, etc. The criteria for evaluation of individual Directors covered parameters such as attendance and contribution at meetings, guidance to Management, etc. The criteria for evaluation of the Board Committees covered areas related to degree of fulfillment of key responsibilities, adequacy of Board Committee composition, effectiveness of meetings,

Committee dynamics, quality of relationship of the Committee with the Board and the Management, etc.

The feedback of the Independent Directors on their review of the performance of Non-Independent Directors and the Board as a whole, the performance of the Chairman of the Company and assessment of the quality, quantity and timeliness of flow of information between the Company Management and the Board, was taken into consideration by the Board in carrying out the performance evaluation.

Extract of Annual Return

Pursuant to section 92(3) of the Companies Act, 2013 (''the Act'') and rule 12(1) of the Companies (Management and Administration) Rules, 2014, extract of annual return is Annexed as Annexure 1.

Auditors and Auditors'' Report

M/s. Deloitte Haskins & Sells, Chartered Accountants (Firm Registration No.117365W), who are the Statutory Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting of the Company. It is proposed to re-appoint M/s. Deloitte Haskins & Sells, Chartered Accountants, as Auditors of the Company from the conclusion of this Annual General Meeting until the conclusion of the next Annual General Meeting of the Company.

M/s. Deloitte Haskins & Sells have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed there under for re-appointment as Auditors of the Company. As required under Regulation 33(1)(d) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Auditors have also confirmed that they hold a valid certificate issued by Peer Review Board of the Institute of Chartered Accountants of India.

The observations and comments given by the Auditors in their report read together with notes on financial statements are self explanatory and hence do not call for any further comments under Section 134 of the Act.

Particulars of Employees and related disclosures

A) Details of the ratio of the remuneration of each Director to the median employee''s remuneration and other details as required pursuant to Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

S.

No.

Name of Director / KMP and Designation

Remuneration of Director/KMP for financial year 2015-16 (in Rs.)

% increase in Remuneration in the financial year 2015-16

Ratio of remuneration of each Director / to median remuneration of employees

Comparison of the Remuneration of the KMP against the performance of the Company

1

Dr. B. Samal, Executive Chairman

47,13,676

4%

10.29

Profit before Tax increased by 54.92% and Profit After Tax increased by 107.80% in financial year 2015-16

2

Mr. Bipin Agarwal,

Non Executive Director

2,70,000 (Sittinq fees)

17%

0.59

Not Applicable

3

Mr. R.S. Loona, Independent Director

7,50,000 (Sitting fees)

14%

1.64

Not Applicable

4

Mr. Venkatesan Narayanan, Independent Director

3,30,000 (Sitting fees)

10%

0.72

Not Applicable

5

Mr. Shubhash Bhargava, Independent Director

6,00,000 (Sitting fees)

25%

1.31

Not Applicable

6

Mrs. Bhagyam Ramani, Independent Director

1,80,000 (Sitting fees)

200%

0.39

Not Applicable

7

Mr. P K Rath (LIC),

Non Executive Director $

1,80,000 (Sitting fees)

Not Applicable

Not Applicable

Not Applicable

8

Mr. Deb Kumar Banerjee (LIC), Non Executive Director #

2,70,000 (Sitting fees)

Not Applicable

Not Applicable

Not Applicable

9

Ms. Cumi Banerjee, Chief Executive Officer & Company Secretary

32,47,830

13%

Not Applicable

Profit before Tax increased by 54.92% and Profit After Tax increased by 107.80% in financial year 2015-16

10

Mr. Kaushik Desai,

Grouo Chief Financial Officer @

4,46,237

Not Applicable

Not Applicable

##



Related Party Transactions

The Company has laid down a Related Party Transaction (RPT) Policy for purpose of identification and monitoring of such transactions. The policy on Related Party Transaction as approved by the Board is uploaded on the Company''s weblink viz. http:// HYPERLINK "http://www.iitlgroup.com/newStatic/AboutUs.aspx"www.iitlgroup.com/newStatic/AboutUs.aspx.

All Related Party Transactions are placed before the Audit Committee and also the Members / Board for their approval, wherever necessary.

All RPTs entered during the financial year by the Company are in ordinary course of business and on an arms'' length basis. No material RPTs were entered during the financial year. Accordingly, the disclosure required u/s 134(3)(h) of the Act in Form AOC-2 is not applicable to your Company.

Significant and material orders passed by the regulators

During the period under review, there were no significant and material orders passed by the regulators/ courts or tribunals that would impact going concern status of the Company and its future operations.

Transfer of Amounts to Investor Education and Protection Fund

In terms of Section 205C of the Companies Act, 1956, a sum of Rs. 6,98,900/- lying with the Company as unclaimed dividend for the year 2007-2008 i.e. for a period of seven years from the date they became due for payment, were transferred during the period under review to the Investor Education and Protection Fund.

Pursuant to the provisions of the Investor Education Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, the Company has already filed the necessary form and uploaded the details of unpaid and unclaimed amounts lying with the Company, as on the date of last AGM (i.e. September 16, 2015), with the Ministry of Corporate Affairs.

$ Mr. P.K. Rath resigned as Director w.e.f. 28.09.2015

- Mr. Deb Kumar Banerjee was appointed as Director on the Board w.e.f. 07.11.2015

- Mr. Kaushik Desai was appointed as Group Chief Financial Officer by Board w.e.f. 11.01.2016

- Details not given since he was a Group Chief Financial Officer only for part of the financial year 2015-16 i.e. w.e.f. 11.01.2016

Note: The remuneration to Directors includes sitting fees paid to them for the financial year 2015-16.

Notes:-

ii) Median remuneration of employees of the Company during the financial year 2015-2016 was Rs. 458,185/-.

ii) Median remuneration of employees of the Company during the financial year 2014-2015 was Rs. 424,903/-. In the financial year, there was a marginal increase of 7.83% in the median remuneration of employees upon appointment of a senior Key Managerial Personnel.

iii) There were 12 confirmed employees on the rolls of the Company as on March 31, 2016.

iv) Relationship between average increase in remuneration and company performance- Average Remuneration increased during the year 2015-2016 by 19.63% whereas the Company''s PAT increased by 107.80%.

v) a) Variation in the market capitalization of the company:

The market capitalization as on March 31, 2016 was Rs. 147.24 Crores (Rs. 168.66 Crores as on March 31, 2015)

b) Price Earnings Ratio of the Company was 22.60 as at March 31 2016 and was 53.81 as at March 31, 2015.

c) 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 Company had come out with initial public offer (IPO) in 1934. The closing price of the Company''s equity shares on the NSE and BSE as of March 31, 2016 was Rs. 64.95 and Rs. 65.30 respectively, representing a 549.50% (NSE) and 553% (BSE) increase over the IPO price, adjusted for stock splits and bonus to date. An amount of Rs. 1,000 invested in the said IPO would be worth Rs.65,300/- as on March 31, 2016 (Ref: BSE Closing Price as on March 31, 2016). This excludes dividend payouts thereon. The total number of shares considered for the above calculation is 1, 00,00,000 shares (excluding GDR and CCPS issue of the Company)

vi) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year i.e. 2015-16 was 30.91% whereas the increase in the managerial remuneration for the same financial year was 7.65%. (This excludes the salary of the Chief Financial Officer of the Company since he joined the organization in January 2016).

vii) The key parameters for the variable component of remuneration availed by the directors are considered by the Board of Directors based on the recommendations of the Nomination and Remuneration Committee as per the Remuneration Policy for Directors, Key Managerial Personnel and other employees.

viii) The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year:- During fiscal year 2015-2016, no employee received remuneration in excess of the highest-paid Director.

ix) It is hereby affirmed that the remuneration paid is as per the Remuneration Policy for Directors, Key Managerial Personnel and other employees.

B) Details of every employee of the Company as required pursuant to rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

During the year under consideration, none of the employees of the company was in receipt of remuneration in excess of limits prescribed under clause 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Hence particulars as required under 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 have not been provided.

Public Deposits

During the year under review, the Company has not accepted any deposits from the public.

Disclosures under Sexual Harassment of Woman at the Workplace (Prevention, Prohibition and Redressal) Act, 2013

In accordance with the provisions of the Sexual Harassment of Woman at the Workplace (Prevention, Prohibition and Redressal) Act, 2013, Internal Complaints Committee (ICC) has been set up to redress complaints. ICC has not received any complaints during the financial year 2015-16.

Acknowledgement

Your Directors place on record their appreciation for employees at all levels, who have contributed to the growth and performance of your Company.

Your Directors thank the bankers, shareholders and advisers of the Company for their continued support.

Your Directors also thank the Central and State Governments and other statutory authorities / regulators for their continued support.

For and on behalf of the

Board Industrial Investment Trust Limited

Dr. B. Samal

Chairman

(DIN: 00007256)

Date : August 09, 2016

Place : Mumbai




Mar 31, 2014

Dear Members,

The Directors are pleased to present the Eighty First Annual Report of the Company, together with the Audited Statements of Accounts for the year ended March 31, 2014.

Current Year Previous Year (Rs in lakhs) (Rs in lakhs)

FINANCIAL RESULTS

(a) Total Income 2026.84 1449.41 Profit before Depreciation 1698.18 1080.32 Less: Depreciation 8.48 9.30 Profit before Tax 1689.70 1071.02 Less: Provision for Tax 287.76 214.62

1401.94 856.40

Add : Balance of Profit brought

forward from the previous year 3637.70 3357.23

Add : Reversal of excess tax on dividend 52.56 -

Amount available for appropriation 5092.20 4213.63

(b) From this, the Directors have transferred to:

Special Reserve 280.39 171.28

General Reserve 105.15 42.82

(c) (i) The Directors recommend 371.36 297.03

payment of Dividend at the rate of ? 1.75 per equity share (previous year ? 1.50 per equity share) on 21,827,550 equity shares (previous year 20,777,550 equity shares) of ? 10/- each which will absorb

(ii) The Directors recommend 13.27 12.24

payment of Dividend at the rate of ? 1.00 per CCPS (previous year Rs 1.00 per CCPS) on 1,770,000 (previous year 1,770,000 CCPS) CCPS of Rs 10/- each on pro rata basis which will absorb

Tax on proposed Dividend 65.37 52.56

(d) Leaving a balance to be carried

forward 4256.66 3637.70

OPERATING RESULTS

The Company has earned pre-tax profit of ?1,689.70 lakhs during the year as compared to ?1,071.02 lakhs in the previous year. The Revenue from operations during the year was ? 2,019.04 lakhs compared to ? 1,444.97 lakhs in the previous year. The major portion of the Revenue is from interest income earned during the year. Provision of? 72.00 lakhs has been made towards diminution

in value of quoted long-term investments of the company as compared to ? 86.00 lakhs in the previous year.

DIVIDEND

Your Directors are pleased to recommend dividend for the financial year 2013-2014 on

(i) the Compulsorily Convertible Preference Shares (CCPS) of the face value of ? 10/- each on pro-rata basis at the rate of ? 1/- (i.e. 10%) per CCPS of the Company ; and

(ii) the Equity Shares of the Company of face value of ? 10/- eachatthe rate of? 1.75 (i.e.17.50%) per Equity Share of the Company (which includes 97,77,550 underlying Equity Shares issued against Global Depository Shares (GDS) and 10,50,000 Equity Shares issued upon conversion of 2nd tranche CCPS on pro-rata basis).

The dividend together with the tax on dividend, will absorb a sum of ? 450.00 lakhs.

CHANGE IN CAPITAL STRUCTURE

During the period under review, the Company has converted the outstanding 17,70,000,10% Compulsorily Convertible Preference Shares (CCPS) of? 10/- each issued and allotted on preferential basis to the promoters namely N. N. Financial Services Private Limited and Nimbus India Limited into 17,70,000 Equity Shares during the months of October 2013 and April 2014. The Equity Shares issued and allotted as above are listed on Bombay Stock Exchange Limited and National Stock Exchange of India Limited and have been admitted to dealings on both the Stock Exchanges.

Consequent upon issue and allotment, as aforesaid, during the period under review, the paid-up equity share capital of the Company stands increased to ? 22,54,75,500/- comprising of 2,25,47,550 Equity Shares of? 10/- each.

USE OF PROCEEDS FROM GDR AND CCPS ISSUE

In June 2012, the Company had raised ? 33776.07 lakhs through issue of 48,88,775 Global Depositary Receipts. To meet the eligibility criteria of the funds required for entering into an insurance business, in October 2012, the Company raised additional funds of ? 9695 lakhs through issue and allotment of 27,70,000, 10% CCPS.

The Company had entered into a Share Purchase Agreement (SPA) with Pantaloon Retail (India) Limited (Now known as Future Retail Limited) for acquisition of its 22.5% stake in Future Generali India Life Insurance Company Limited (FGILICL) with an option to acquire an additional 1.5% shares thereby increasing its holding to a maximum of 24%, subject to the terms and conditions of the SPAand had given an advance of ? 2,50,00,00,000/- (Rupees Two Hundred and Fifty Crores Only) against the proposed investment to Pantaloon Retail (India) Limited. The said acquisition was subject to the approval of the Reserve Bank of India, Insurance Regulatory and Development Authority and Competition Commission of India. Upon receipt of the necessary approvals from governmental and regulatory authorities, namely CCI, IRDA and RBI and payment of the balance purchase consideration of ? 90,00,00,000/- (Rupees Ninety Crores Only), the said transaction

was consummated on December 17,2013. Post completion of the transaction, IITL holds 22.5% shares in FGILICL with the other shareholders. The entire proceeds from GDR Issue stands utilised towards the said acquisition.

INVESTMENTS

Your Company is an investment company, with a long term view of its portfolio. Besides making investments in quoted and unquoted securities, the Company makes investments in fixed deposits with renowned banks, units of mutual funds. Your Company also gives loans to its group companies and other entities / body corporates.

During the year under review, the Company has made an investment of ? 340 Crores for acquiring 22.5% equity stake in Future Generali India Life Insurance Company Limited (FGILICL), an Insurance Company which is into the business of Life Insurance.

The Company has incorporated a wholly owned subsidiary viz. IITL Corporate Insurance Services Private Limited (IITLCISPL) with an initial investment of ? 25 Lakhs in its equity share capital which shall undertake the business of Insurance (Life) as a Corporate Agent. IITLCISPL has entered into a Corporate Agency Agreement with FGILICL for undertaking the business of Insurance (Life) and the same is subject to approval of IRDA.

Investment portfolio is reviewed periodically and appropriate restructuring is done keeping in mind the market environment. Since mutual funds are subject to market risks and prone to risk due to fluctuation in NAVs, proper assessment is done while making investments in mutual funds.

The details of the Company''s investments, including a portfolio summary and analysis of securities held are given in Note Nos. 2.8 and 2.10 to the Balance Sheet as on March 31,2014. The loans to subsidiaries and other entities within the group and interest income on the same are disclosed in Note No. 2.23 to the Balance Sheet as on March 31, 2014.

The market value of the Company''s quoted investments, other than subsidiaries, as on March 31, 2014 was ? 574.10 lakhs, as compared to its cost of? 1,865.36 lakhs. However, total provision of? 855.64 lakhs made towards permanent diminution in value of investments has been considered adequate in view of investments being long term.

CAPITAL ADEQUACY RATIO

Your Company''s Capital to Risk Assets Ratio (CRAR) calculated in line with Non-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007 ("RBI Directions") stood at 87.69% above the regulatory minimum of 15%. Your Company''s asset size is ? 532.63 crores. The Company has received a certificate from the Auditors of the Company, M/s. Deloitte Haskins and Sells, Chartered Accountants, pursuant to Non-Banking Financial Companies Auditors'' Report (Reserve Bank of India) Directions, 2008 confirming compliance of the conditions with respect to Systemically Important Non-Deposit taking Non-Banking Financial Companies.

SUBSIDIARY COMPANIES

IIT Investrust Limited (IITIL)

IITIL''s core business activities are Stock Broking, Depository facilities and Arbitrage. The other activities of the Company are Advisory & Consultancy services to various body corporates.

It is taking strenuous efforts to develop a strong clientele and widen its network and has also initiated steps to establish Franchisee across the country.

IITL Projects Limited - (IITLPL)

The Company is a BSE Listed Company and is an ISO 9001:2008 Certified Company.

IITLPL is engaged in Real Estate business, construction of residential complexes in the National Capital Region (NCR). It has acquired plots of land on long term lease, under Builders Residential Scheme (BRS) of the Greater Noida Industrial Development Authority (GNIDA), New Okhala Industrial Development Authority (NOIDA) and Yamuna Expressway Authority (YEA).

Apart from constructing its own project, IITLPL has also undertaken project through four Special Purpose Vehicles (SPVs) i.e. three partnership firms and one private limited company. The total lease hold area allotted to the Company alongwith SPVs is around 2,65,000 sq. meters and total number of flats undervarious stages of construction are around 9000.

Project being developed by the Company:

Express Park View I: Your Company is pleased to apprise that its own project ''Express Park View-I'' located at one of the prime location in Greater Noida at Yamuna Expressway Authority near pari chowki, admeasuring area of around 10043.31 Sq.m is nearing completion. The process of handing over of the flats in one of the towers of the 4 towers has commenced and the possession for the balance will follow soon.

Projects being developed by the Company alongwith SPVs:

The Hyde Park: This project is located in Sector 78 of Noida and is adjoining a large cluster of premium Housing Projects on one side and green area on the other side. The lease hold area allotted to the project is around 60348.53 Sq.m.

It is scheduled to be completed in two phases. The structural work of Phase I consisting of 16 towers is completed and finishing work is in progress. Phase II consisting of 7 towers, the structural work is completed till the 15th floor. The possession of flats in Phase I of the project is scheduled to be delivered in August 2015 and phase II scheduled to be delivered in September 2016.

The Golden Palms: The project is located on Noida-Greater Noida Expressway at a very attractive location. The lease hold area allotted to the project is around 39999.76 Sq.m. The project is under construction and it is scheduled to be completed in three phases, the first phase by 2014-2015, second by 2015-2016 and third by 2016-2017.

Express Park View II: The project is located at Plot GH-10C, CHI-V, Expressway, Greater Noida. The lease hold area allotted to the project is around 52493.16 Sq.m. The Project is under construction and it is scheduled to be completed in three phases, the first phase by 2015-2016, second by 2016-2017 and third by 2017-2018.

The Golden Palm Village: The project is located at Sector 22A, Yamuna Expressway. The lease area hold area allotted to the project is around 102995.70 Sq.m. The excavation work has commenced alongwith pilling work. It is scheduled to be constructed in seven phases over a period of 10 years.

IIT Insurance Broking and Risk Management Private Limited (IIBRMPL)

IIBRMPL''s total number of operational offices at the year end stood at 16 and had 129 employees on its pay roll. IIBRMPL organized insurance awareness camps in various parts of the country in order to promote Life and Non-Life Insurance business.

Based on the yearly performance of various branches and the decisions taken by the Audit Committee and the Board from time to time, the Board decided to restructure the business and also close certain non-performing branches. Ten branches were closed w.e.f. May 01, 2014 and the operations of the closed branches were merged with the remaining operative branches. It was also decided that the customers of the closed branches will be serviced by the remaining operative branches.

In view of the incorporation of IITL Corporate Insurance Services Private Limited, the Company decided to surrender Direct Broking License (Life) and continue with Non-Life business. The newly incorporated company has entered into a Corporate Agency Agreement with Future Generali India Life Insurance Company Limited for undertaking the business of Insurance (Life) and the same is subject to approval of IRDA.

IIT Media and Entertainment Private Limited (IMEPL)

IMEPL is a wholly owned subsidiary incorporated in 2010 to undertake the business of media and entertainment. The Company has yet not commenced any business and is scouting for making investment in some avenues in media and entertainment.

IITL Corporate Insurance Services Private Limited

In January 2014, the Company incorporated a wholly owned subsidiary namely IITL Corporate Insurance Services Private Limited (IITLCISPL) which shall undertake the business of Insurance (Life) as a Corporate Agent. The Company has made an investment of? 25 Lakhs in equity share capital of IITLCISPL towards initial subscription.

IITLCISPL has entered into a Corporate Agency Agreement with Future Generali India Life Insurance Company Limited for undertaking the business of Insurance (Life) and the same is subject to approval of IRDA.

INVESTMENTS IN WORLD RESORTS LIMITED (WRL), AN ASSOCIATE COMPANY

The Company has acquired 25% stake in equity share capital of an unlisted public company, World Resorts Limited (WRL), which is into the business of hospitality and owns and operates a Five Star Resort by the name "Golden Palms Hotel & Spa" at Tumkur Road, Bangalore. Subsequent to the said acquisition, WRL becomes an Associate Company. WRL also has a 100% subsidiary viz., MRG Hotels Private Limited. It also manages and operates hotel under the Brand "Golden Palms".

CORPORATE SOCIAL RESPONSIBILITY AND GOVERNANCE COMMITTEE

During the period under review, your directors have constituted the Corporate Social Responsibility Committee (CSR Committee) comprising of three members, Dr. B. Samal, Mr. Bipin Agarwal and Mr. Venkatesan Narayanan with Dr. B. Samal as the Chairman.

On recommendation of the CSR Committee, the Board has approved a Corporate Social Responsibility Policy (CSR Policy) which indicates the CSR activities to be undertaken by the Company. The CSR Committee is also responsible for monitoring the implementation of the framework of the CSR Policy and recommending the amount to be spent on CSR activities.

PARTICULARS UNDER SECTION 212 OF THE COMPANIES ACT, 1956

As per Section 212 of the Companies Act, 1956, the Company is required to attach the Directors'' Report, Balance Sheet and Profit and Loss Account of its subsidiary companies to its Annual Report. A general exemption from complying with the provision of Section 212 of the Companies Act, 1956 has been granted by the Ministry of Corporate Affairs to the companies vide its Circular No. 2/2011 dated February 8, 2011, provided that the company complies with the conditions stated in the circular. The Company has complied with all the conditions stated in the said circular for the financial year 2013-2014 for availing the said exemption. The Annual Report, therefore, does not contain the reports and other statements of the subsidiary companies. Upon request, the Company will make available the annual audited accounts and related information of the subsidiary companies to the investors of the Company. These documents will also be available for inspection during business hours at the registered office of the Company.

As required by Accounting Standard -21 and Listing Agreement with the Stock Exchanges, the audited consolidated financial statements of the Company and its subsidiaries are attached.

FIXED DEPOSITS

During the year under review, the Company has not accepted any deposits from the public.

TRANSFER TO THE INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

In terms of Section 205C of the Companies Act, 1956, a sum of ? 463,592/- lying with the Company as unclaimed dividend for the year 2005 - 2006 i.e. for a period of seven years from the date they became due for payment, were transferred during the period under review to the Investor Education and Protection Fund.

DIRECTORS

In accordance with the Articles of Association of the Company, Mr. Bipin Agarwal and Mr. R.S. Loona, Directors retire at the ensuing Annual General Meeting.

The Company has appointed Mr. R.S. Loona, Mr. Subhash Bhargava and Mr. Venkatesan Narayanan as Independent Directors from time to time.

The Companies Act, 2013 provides for appointment of Independent Directors. Sub section (10) of Section 149 of the Companies Act, 2013 (effective April 1, 2014) provides that independent directors shall hold office for a term of up to five consecutive years on the Board of a company; and shall be eligible for re-appointment on passing a special resolution by the shareholders of the company.

Sub section (11) states that no independent director shall be eligible for more than two consecutive terms of five years. Sub section (13) states that the provisions of retirement by rotation as defined in sub sections (6) and (7) of Section 152 of the Act shall not apply to such independent directors.

The Company has received Notices in writing from a Member alongwith the deposit of the requisite amount under Section 160 of the Act proposing the candidatures of Mr. R. S. Loona, Mr. Subhash Bhargava and Mr. Venkatesan Narayanan for the office of Independent Directors of the Company.

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

Brief Resume of the Directors, nature of expertise in specific functional areas, names of companies in which the Directorship is held and the membership of the Committees of the Board and their shareholdings in the Company are given in the Notice for the ensuing Annual General Meeting.

AUDITORS'' REPORT

There are no qualifications or adverse remarks in the Auditors'' Report which require any clarification or explanation.

AUDITORS

M/s. Deloitte Haskins & Sells, Chartered Accountants (Firm Registration No.117365W), who are the Statutory Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting of the Company. It is proposed to re-appoint M/s. Deloitte Haskins & Sells, Chartered Accountants, as Auditors of the Company from the conclusion of this Annual General Meeting until the conclusion of the nextAnnual General Meeting of the Company.

M/s. Deloitte Haskins & Sells have, under Section 139(1) of the Companies Act, 2013 and the Rules framed thereunder furnished a certificate of their eligibility and consent for re-appointment.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report, forming part of this report, as required under Clause 49(IV)(F) of the Listing Agreement with the Stock Exchanges, is attached separately in this Annual Report.

CORPORATE GOVERNANCE

Your Company has been practising the principles of good

Corporate Governance over the years and it is a continuous and ongoing process. A detailed Report on Corporate Governance practices followed by your Company, in terms of Clause 49(VI) of the Listing Agreement together with a Certificate from the Auditors confirming compliance with the conditions of Corporate Governance are provided separately in this Annual Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies (Amendment) Act, 2000, your Directors confirm that:

(a) in the preparation of the annual accounts, the applicable accounting standards have been followed;

(b) appropriate accounting policies have been selected and applied consistently and that they have made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the affairs of the Company for the year ended March 31, 2014;

(c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(d) the annual accounts have been prepared on a ''going concern'' basis.

PARTICULARS OF EMPLOYEES

There are no Employees coming under the purview of Section 217 (2A) of the Companies Act, 1956 and therefore such information has not been disclosed.

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

Your Company is not engaged in any manufacturing activities, and therefore, there are no particulars to be disclosed under the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, relating to conservation of energy or technology absorption. During the year under review, the Company did not earn any foreign exchange and there was no expenditure in foreign exchange.

ACKNOWLEDGEMENTS

Your Directors wish to express their grateful appreciation for the valuable support and co-operation received from business associates, banks, financial institutions, shareholders, various statutory authorities and society at large. Your directors also place on record, their appreciation for the contribution, commitment and dedication of the employees of the Company and its subsidiaries at all levels.

On behalf of the Board of Directors, Dr. B. Samal Chairman (DIN: 00007256)

Mumbai Date: July 25, 2014


Mar 31, 2013

The Directors are pleased to present the Eightieth Annual Report of the Company, togetherwith the Audited Statements of Accounts for the year ended March 31, 2013

Current Year Previous Year (Rs. in lakhs) (Rs. in lakhs) FINANCIAL RESULTS

(a) Total Income 1449.41 1256.50

Proft before Depreciation 1080.32 493.83

Less: Depreciation 9.31 8.64

Proft before Tax 1071.02 485.19

Less: Provision for Tax 214.62 98.49

856.40 386.70

Add : Balance of Proft brought

forward from the previous year 3357.23 3232.93

Amount available for

appropriation 4213.63 3619.63

(b) From this, the Directors have transferred to:

Special Reserve 171.28 77.34

General Reserve 42.82 19.34

(c) (i) The Directors recommend 297.03 150.00

payment of Dividend at the rate of Rs. 1.50 per equity share (previous year Rs. 1.50 per equity share) on 20,777,550 equity shares (previous year 10,000,000 equity shares) ofRs. 10/- each which will absorb

(ii) The Directors recommend 12.24

payment of Dividend at the rate of Rs. 1.00 per CCPS (previous year Nil) on 1,770,000 (previous year Nil) CCPS of Rs. 10/- each which will absorb

Tax on proposed Dividend 52.56 15.72

(d) Leaving a balance to be carried

forward 3637.70 3357.23

OPERATING RESULTS

The Company has earned pre-tax proft of Rs.1,071.02 lakhs during the year as compared to Rs.485.19 lakhs in the previous year. The

Revenue from operations during the year was Rs.1,444.97 lakhs compared to Rs. 456.18 lakhs in the previous year. The major portion of the Revenue is from interest income earned during the year. Provision ofRs. 86 lakhs has been made towards diminution in value of quoted long-term investments of the company as compared to Rs. 75.79 lakhs in the previous year.

DIVIDEND

Your Directors are pleased to recommend dividend forthe fnancial year 2012-2013 on

(i) the Compulsorily Convertible Preference Shares (CCPS) of the face value ofRs. 10/- each on pro-rata basis at the rate of Rs. 1/- (i.e.10%) per CCPS of the Company ; and

(ii) the Equity Shares of the Company of face value ofRs. 10/- each at the rate ofRs. 1.50 (i.e. 15%) per Equity Share of the Company (which includes 97,77,550 underlying Equity Shares issued against Global Depository Shares (GDS) and 10,00,000 Equity Shares issued upon conversion of CCPS on pro-rata basis).

The dividend togetherwith the tax on dividend, will absorb a sum of Rs..361.83 lakhs.

ChANGE IN CAPITAL STRUCTURE

During the year, the Company issued and allotted 27,70,000, 10% Compulsorily Convertible Preference Shares (CCPS) of Rs.10/- each on preferential basis to the promoters namely N. N. Financial Services Private Limited and Nimbus India Limited at a price ofRs. 350/- (including premium ofRs. 340/-) out of which on March 23, 2013, the allottees sought conversion of part of the CCPS and consequently 10,00,000 Equity Shares were allotted on conversion of 10,00,000, 10% CCPS.

Consequent upon issue and allotment, as aforesaid, during the period under review, the paid-up share capital of the Company increased from Rs. 19,77,75,500/-to Rs. 22,54,75,500/-, divided into 2,07,77,550 Equity Shares ofRs. 10/- each and 17,70,000 CCPS ofRs. 10/- each. The Company has received the Listing approval from Bombay Stock Exchange Limited forthe said Equity Shares. However the Company is awaiting the Listing approval from National Stock Exchange of India Limited.

USE OF PROCEEDS FROm GDR AND CCPS ISSUE

In June 2012, the Company raisedRs. 33776.07 lakhs through issue of 48,88,775 Global Depositary Receipts. To meet the eligibility criteria of the funds required for entering into an insurance business, in October 2012, the Company raised additional funds of Rs. 96.95 lakhs through issue and allotment of 27,70,000, 10% CCPS. The Company has entered into a Share Purchase Agreement (SPA) with Pantaloon Retail (India) Limited (Now known as Future Retail Limited) for acquisition of its 22.50% stake in Future Generali India Life Insurance Company Limited (FGILICL) with an option to acquire an additional 1.50% shares thereby increasing its holding to a maximum of 24%, subject to the terms and conditions of the SPA. The Company has given advance of Rs. 2,50,00,00,000/- (Rupees Two Hundred and Fifty Cores Only) against the proposed investments to Pantaloon Retail (India) Limited. The said acquisition is subject to the approval of the Reserve Bank of India, Insurance Regulatory and Development Authority and Competition Commission of India. The Company has received approval from Competition Commission of India and is awaiting approval from Reserve Bank of India & Insurance Regulatory and Development Authority.

INVESTmENTS

Your Company is an investment company, with a long term view of its portfolio. Besides making investments in quoted and unquoted securities, the Company makes investments in fxed deposits with renowned banks, units of mutual funds. Your Company also gives loans to its group companies and other entities / body corporates.

Investment portfolio is reviewed periodically and appropriate restructuring is done keeping in mind the market environment. Since mutual funds are subject to market risks and prone to risk due to fuctuation in NAVs, proper assessment is done while making investments in mutual funds.

The details of the Company''s investments, including a portfolio summary and analysis of securities held are given in Note Nos. 2.8 and 2.10 to the Balance Sheet as on March 31, 2013. The loans to subsidiaries and other entities within the group and interest income on the same are disclosed in Note No. 2.21 to the Balance Sheet as on March 31, 2013.

The market value of the Company''s quoted investments, other than subsidiaries, as on March 31, 2013 was Rs. 510.01 lakhs, as compared to its cost ofRs. 1,862.10 lakhs. However, total provision ofRs. 783.63 lakhs made towards permanent diminution in value of investments has been considered adequate in view of investments being long term. During the year, the Company invested Rs.2,730.92 lakhs in mutual funds and Rs. 6,000 lakhs in preference shares.

CAPITAL ADEQUACY RATIO

Your Company''s capital to Risk Assets Ratio (CRAR) calculated in line with Non-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007 ("RBI Directions") stood at 124.59% above the regulatory minimum of 15%. Your Company''s asset size is Rs. 528 crores. The Company has received a certifcate from the Auditors of the Company, M/s. Deloitte Haskins and Sells, Chartered Accountants, pursuant to Non-Banking Financial Companies Auditors'' Report (Reserve Bank of India) Directions, 2008 confrming compliance of the conditions with respect to Systemically Important Non-Deposit taking Non-Banking Financial Companies.

SUBSIDIARY COmPANIES

IIT Investrust Limited (IITIL)

IITIL''s core business activities are Stock Broking, Depository facilities and Arbitrage. The other activities of the Company are Advisory & Consultancy services to various body corporates.

It is taking strenuous efforts to develop a strong clientele and widen its network and has also initiated steps to establish Franchisee across the country.

IITL Projects Limited - (IITLPL) (Formerly known as Indo Green Projects Limited)

The Company has made an investment of Rs. 35,00,00,000/- in 70,00,000, 12% Non-Convertible Cumulative Redeemable Preference Shares of face value ofRs. 10/- each issued at a price of Rs. 50/- per share i.e. including premium of Rs. 40/- per share of IITLPL. The Company is a ISO 9001:2008 Certifed Company.

IITLPL is engaged in Real Estate business, construction of residential complexes in the National Capital Region ((NCR). It has acquired plots of land on long term lease, under Builders Residential Scheme (BRS) of the Greater Noida Industrial Development Authority (GNIDA), NewOkhala Industrial Development Authority (NOIDA) and Yamuna Expressway Authority (YEA).

Apart from constructing its own project, IITLPL has also undertaken projects through four Special Purpose Vehicle (SPV) i.e three partnership frms and one private limited company. The total lease hold area allotted to the Company alongwith SPVs is around 2,65,000 sq. meters and total number of fats under various stages of construction are around 9000.

Projects Owned by IITLPL:

Express park View I:- IITLPLhad been allotted land admeasuring 10043.31Sq.m. by Greater Noida Industrial DevelopmentAuthority (GNIDA) under BRS Scheme. A complex of 334 apartments of 2/3 BHKtypes in 4 high rise buildings, underthe name and style of the Express Park View, is under construction. The project marketed jointly with Nimbus Projects Ltd is scheduled to be completed in 2013. The structural work of the Project is completed and fnishing work is in progress.

Projects Owned by IITLPL alongwith SPVs:

The hyde Park :- In consortium with Nimbus Projects Limited and Supertech Limited, a Special Purpose Partnership Firm was incorporated as ‘IITL NIMBUS THE HYDE PARK NOIDA. The SPV has undertaken construction of 2044 apartments in 23 high rise buildings, on a land of around 60348.53 Sq.m. allotted on 90 years lease by Noida Authority. It is scheduled to be completed in two phases, frst phase by 2013-14 and the second by 2014-15.

The Golden Palms :- The Golden Palms project comprising of 1408 apartments in 14 high rise buildings, is coming up on a land admeasuring around 39999.76 Sq.m. allotted on 90 years lease by NOIDA. It is scheduled to be completed by 2014-15. This project has been undertaken through equal equity participation by IITLPL and Nimbus Projects Limited in a Private Limited Company viz., Capital Infraprojects Private Limited.

Express Park View II :- In consortium with Nimbus Projects Limited and Assotech Limited a Special Purpose Partnership Firm was incorporated as ‘IITL NIMBUS THE EXPRESS PARK VIEW. The SPVhas undertaken construction of 1668 apartments, on a land of around 52493.16 Sq.m. allotted on 90 years lease by GNIDAunder Builder Residential Scheme 05/2010-2011. The Project is under implementation and is scheduled to be completed in two phases, the frst phase by 2015-16 and the second by 2017-18.

The Golden Palm Village :- In consortium with Nimbus Projects Limited and Assotech Limited a Special Purpose Firm was incorporated as ‘IITL NIMBUS THE PALM VILLAGE''. The SPV has undertaken construction of 3840 apartments, on a land of around 102995.70 Sq.m. Architectural drawing of the projects has been approved by Yamuna Expressway Authority and boundary wall work has been commenced at site. It is scheduled to be constructed in seven phases over a period of 10 years.

IIT Insurance Broking and Risk management Private Limited (IIBRmPL)

During the year, IIBRMPL has widened its network and its total number of operational offces at the year end stands at 17 and it has 198 employees on its payroll. It has organized 1050 insurance awareness camps in various parts of the country in order to promote Life and Non-Life Insurance business. The Company is a ISO 9001:2008 Certifed Company.

IIT media and Entertainment Private Limited (ImEPL)

IMEPL is a wholly owned subsidiary incorporated in 2010 to undertake the business of media and entertainment. In the year 2010-2011 the Company fled Petition in High Court of Judicature at Mumbai for reduction in Share Capital. The Company has yet not commenced any business and is scouting for making investment in some avenues in media and entertainment.

INVESTmENTS IN WORLD RESORTS LImITED (WRL), AN ASSOCIATE COmPANY

The Company has acquired 25% stake in equity share capital of an unlisted public company, World Resorts Limited (WRL), which is into the business of hospitality and owns and operates a Five Star Resort by the name "Golden Palms Hotel & Spa" at Tumkur Road, Bangalore. Subsequent to the said acquisition, WRL becomes an Associate Company. WRL also has a 100% subsidiary viz., MRG Hotels Private Limited. It also manages and operates hotel under the Brand "Golden Palms".

During the year, the Company has made an investment of Rs. 25,00,00,000/- in 50,00,000, 10% Cumulative Redeemable Preference Shares of face value of Rs.10/- each issued at a price of Rs. 50/- per share i.e. including premium of Rs. 40/- per share of WRL.

PARTICULARS UNDER SECTION 212 OF ThE COmPANIES ACT, 1956

As per Section 212 of the Companies Act, 1956, the Company is required to attach the Directors'' Report, Balance Sheet and Proft and Loss Account of its subsidiary companies to its Annual Report. A general exemption from complying with the provision of Section 212 of the Companies Act, 1956 has been granted by the Ministry of Corporate Affairs to the companies vide its Circular No. 2/2011 dated February 8, 2011, provided that the company complies with the conditions stated in the circular. The Company has complied with all the conditions stated in the said circular for the fnancial year 2012-2013 for availing the said exemption. The Annual Report, therefore, does not contain the reports and other statements of the subsidiary companies. Upon request, the Company will make available the annual audited accounts and related information of the subsidiary companies to the investors of the Company. These documents will also be available for inspection during business hours at the registered offce of the Company.

As required by Accounting Standard - 21 and Listing Agreement with the Stock Exchanges, the audited consolidated fnancial statements of the Company and its subsidiaries are attached.

FIXED DEPOSITS

During the year under review, the Company has not accepted any deposits from the public.

TRANSFER TO ThE INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Since no dividend was declared for the fnancial year 2004-2005, there is no unpaid / unclaimed dividend to be transferred to the Investor Education and Protection Fund in terms of Section 205C of the Companies Act, 1956 during the year under review.

DIRECTORS

Appointment

Mr. Subhash C. Bhargava who was appointed as an Additional Director on January 28, 2013, holds offce upto the date of the ensuing Annual General Meeting. The Company has received Notice along with requisite deposit from a member under Section 257 of the Companies Act, 1956, proposing his candidature as Director of the Company.

The term of Dr. B. Samal, Executive Chairman expired on January 23, 2013. The Board of Directors, at its meeting held on November 03, 2012, and a resolution passed in the meeting of the Remuneration Committee held on an even date have re-appointed Dr. B. Samal as Executive Chairman of the Company for a period of 3 years w.e.f. January 24, 2013 to January 23, 2016 subject to the approval of Shareholders. The Board, on the recommendation of the Remuneration Committee and subject to the approval of Shareholders and other authorities, as may be applicable, at its meeting held on August 01, 2013 has accorded its approval for increase in the remuneration payable to Dr. B. Samal as Executive Chairman of the Company w.e.f. August 01, 2013 for the balance period of his existing term.

In accordance with the provisions of the Companies Act, 1956, Dr. B. Samal and Mr. P.K. Rath, Directors retire by rotation and, being eligible, offer themselves for re-appointment.

Brief Resume of the Directors, nature of expertise in specifc functional areas, names of companies in which the Directorship is held and the membership of the Committees of the Board and their shareholdings in the Company are given in the Notice for the ensuing Annual General Meeting.

Resignation

Mr. T.M. Nagarajan and Mr. R.K. Mittal resigned as Directors from the Board with effect from November 15, 2012 and November 27, 2012 respectively. The Board places on record, its appreciation for the valuable contributions made by them during their tenure as Director of the Company.

AUDITORS'' REPORT

There are no qualifcations or adverse remarks in the Auditors'' Report which require any clarifcation or explanation.

AUDITORS

M/s. Deloitte Haskins & Sells, Chartered Accountants, Statutory Auditors of the Company, retire at the conclusion of the ensuing Annual General Meeting of the Company and have expressed their willingness for appointment and confrmed that their appointment, if made, will be within the prescribed limits under Section 224(1B) of the Companies Act, 1956.

You are requested to re-appoint M/s. Deloitte Haskins & Sells, Chartered Accountants, as Auditors of the Company from the conclusion of the 80th Annual General Meeting until the conclusion of the 81st Annual General Meeting of the Company.

mANAGEmENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report, forming part of this report, as required under Clause 49(IV)(F) of the Listing Agreement with the Stock Exchanges, is attached separately in this Annual Report.

CORPORATE GOVERNANCE

Your Company has been practising the principles of good Corporate Governance over the years and it is a continuous and ongoing process. A detailed Report on Corporate Governance practices followed by your Company, in terms of Clause 49(VI) of the Listing Agreement together with a Certifcate from the Auditors confrming compliance with the conditions of Corporate Governance are provided separately in this Annual Report.

DIRECTORS'' RESPONSIBILITY STATEmENT

Pursuant to Section 217(2AA) of the Companies (Amendment) Act, 2000, your Directors confrm that:

(a) in the preparation of the annual accounts, the applicable accounting standards have been followed;

(b) appropriate accounting policies have been selected and applied consistently and that they have made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the affairs of the Company for the year ended March 31, 2013;

(c) proper and suffcient care has been taken forthe maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(d) the annual accounts have been prepared on a ‘going concern'' basis.

PARTICULARS OF EmPLOYEES

There are no Employees coming underthe purview of Section 217 (2A) of the Companies Act, 1956 and therefore such information has not been disclosed.

CONSERVATION OF ENERGY, TEChNOLOGY ABSORPTION AND FOREIGN EXChANGE EARNINGS AND OUTGOINGS

Your Company is not engaged in any manufacturing activities, and therefore, there are no particulars to be disclosed underthe Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, relating to conservation of energy or technology absorption. During the year under review, the Company did not earn any foreign exchange. Expenditure in foreign currency equivalent toRs. 91,066/-was incurred towards business promotion expenses.

ACKNOWLEDGEMENTS

Your Directors wish to express their grateful appreciation for the valuable support and co-operation received from business associates, banks, fnancial institutions, shareholders, various statutory authorities and society at large. Your directors also place on record, their appreciation forthe contribution, commitment and dedication of the employees of the Company and its subsidiaries at all levels. On behalf of the Board of Directors,

Dr. B. Samal

Chairman

Mumbai

Date: August 01, 2013


Mar 31, 2012

The Directors are pleased to present the Seventy Ninth Annual Report of the Company, together with the Audited Statements of Accounts for the year ended March 31, 2012.

Current Year Previous Year (Rs. in lakhs) (Rs. in lakhs)

FINANCIAL RESULTS

(a) Total Income 1256.50 1020.06

Profit before Depreciation 493.83 599.48

Less : Depreciation 8.64 4.74

Profit before Tax 485.19 594.74

Less : Provision for Tax 98.49 188.47

386.70 406.27

Add : Balance of Profit brought forward from the previous year 3232.93 3103.16

Amount available for appropriation 3619.63 3509.43

(b) From this, the Directors have transferred to:

Special Reserve 77.34 81.26

General Reserve 19.34 20.32

(c) The Directors recommend payment of Dividend at the rate of Rs. 1.50 per share (previous year Rs. 1.50 per share) on 1,00,00,000 shares of Rs. 10/- each which will absorb 150.00 150.00

Tax on proposed Dividend 15.72 24.92

(d) Leaving a balance to be carried 3357.23 3232.93 forward

OPERATING RESULTS

The Company has earned pre-tax profit of Rs. 485.19 lakhs during the year as compared to Rs. 594.74 lakhs in the previous year. The profitability has been impacted mainly due to loss on sale of long-term investments and provision for diminution in value of investments aggregating to Rs. 503.42 lakhs as compared to Rs. 173.94 lakhs in the previous year. During the year the Company has recovered fully provided loan of Rs. 800 lakhs. Whereas there was a reversal of provision on investment in a subsidiary of Rs. 587.05 lakhs in the previous year in view of improvement in its profitability and networth.

DIVIDEND

Your Directors are pleased to recommend payment of dividend of Rs. 1.50 per equity share of Rs. 10/- each (15%) on the Equity Share Capital of the Company. The dividend together with the tax on dividend, will absorb a sum of Rs. 165.72 lakhs.

CHANGE IN CAPITAL STRUCTURE

GDRs Issue:-

The Company, on June 15, 2012, raised US$ 59,887,493.75 (equivalent to Rs. 33776.07 lakhs) through issue of 48,88,775 Global Depositary Receipts (each representing two Equity Shares of Rs. 10/- each) at an issue price of US$ 12.25 per GDR. Pursuant to GDRs Issue, the Company issued and allotted underlying 97,77,550 Equity Shares of Rs. 10/- each at a price of Rs. 341.53 per share (including a premium of Rs. 331.53 per share).

Consequent upon issue and allotment, as aforesaid, of 97,77,550 Equity Shares during the period under report, the paid-up share capital of the Company increased from Rs. 10,00,00,000/- to Rs. 19,77,75,500/-, divided into 1,97,77,550 Equity Shares of Rs. 10/-each.

All the Equity Shares issued and allotted as above are listed on Bombay Stock Exchange Limited and National Stock Exchange of India Limited and have been admitted to dealings on both the Stock Exchanges. The GDRs issued by the Company are listed on the Luxembourg Stock Exchange.

Use of proceeds from GDR Issue:-

Subject to compliance with, and as permitted under applicable laws and regulations, including the RBI regulations, the Company intends to use the proceeds of the GDR Issue for investment and capitalisation of its subsidiaries, general corporate purposes including but not restricted to strategic initiatives, partnerships, joint ventures, investments, acquisitions and meeting exigencies, which the Company in the ordinary course of business may undertake, or any other purposes as approved by the Board of Directors from time to time.

Proposed Issue of Compulsorily Convertible Preference Shares (CCPS):-

The Company is raising additional funds by issue of Compulsorily Convertible Preference Shares (CCPS) upto 30,00,000 to promoters namely N. N. Financial Services Private Limited and Nimbus India Limited at a price of Rs. 350/- (including premium of Rs. 340/-). The Company is keen to enter into an Insurance Sector as a Joint Venture Participant / by acquiring a stake in a Life Insurance Company. Insurance is a nascent sector in India providing a wide potential to the investors. The sector has started gaining momentum in the last decade and the Insurance Companies are churning out various insurance products. To meet the eligibility criteria of the funds required for entering into an insurance business, the Company is raising additional funds through the issue of CCPS. Meanwhile, the Company is on the look out for a suitable company in the insurance sector for possible investment/ participation in its equity. With a view to seizing a potential opportunity, the Company has entered into a legally non-binding Letter of Intent and pursuant to that it has deposited a sum of Rs. 250 crores with the intending seller to show its commitment for acquiring the stake in the equity capital of an insurance company subject to compliance of conditions precedent stipulated therein including the prior approval of Reserve Bank of India (RBI) and Insurance Regulatory and Development Authority (IRDA). The Company will seek all necessary approvals from various Statutory / Regulatory authorities before entering into any Definitive Agreements.

INVESTMENTS

Your Company is an investment company, with a long term view of its portfolio. Besides making investments in quoted and unquoted securities, the Company makes investments in fixed deposits with renowned banks, units of mutual funds. Your Company also gives loans to its group companies.

Investment portfolio is reviewed periodically and appropriate restructuring is done keeping in mind the market environment. Since mutual funds are subject to market risks and prone to risk due to fluctuation in NAVs, the proper assessment is done while making investments in mutual funds.

The details of the Company's investments, including a portfolio summary and analysis of securities held are given in Note No. 2.8 to the Balance Sheet as on March 31, 2012. The loans to subsidiaries and other entities within the group and interest income on the same are disclosed in Note No. 2.21 to the Balance Sheet as on March 31, 2012.

Due to global financial crisis and a sharp decline in the domestic capital markets, there was erosion in the value of the Company's investment portfolio. As a result of this, the market value of the Company's quoted investments as on March 31, 2012 was Rs.562.67 lakhs, as compared to its cost of Rs. 1755.99 lakhs. However, total provision of Rs. 697.64 lakhs made towards permanent diminution in value of investments has been considered adequate in view of inherent strength of the investments in long term. During the year, the Company invested Rs. 2,562.49 lakhs in shares / mutual funds and sold / redeemed shares / mutual funds for value of Rs. 3,696.88 lakhs.

SUBSIDIARY COMPANIES

IIT Investrust Limited (IITIL)

IITIL's core business activities of Stock Broking, Depository facilities and Arbitrage have improved significantly. During the period under review, our performance as a registered broker for Mutual fund Investments has also improved. The other activities of the Company are Advisory & Consultancy services to various body corporate.

It has initiated steps to establish Franchisee across the country and currently is in the process of obtaining institutional empanelment. It is also pursuing for private sector corporations, multinational corporations, financial institutions, institutional investors, high net-worth individuals, retail investors as well as market intermediaries to widen our network through planned and focused marketing, tight control on liquidity and margins, cost effective sourcing of services, improved quality and timely services.

IITL Projects Limited - (IITLPL) (Formerly known as Indo Green Projects Limited)

IITLPL is engaged in Real Estate business, construction of residential complexes in the National Capital Region ((NCR). It has acquired plots of land on long term lease, under Builders Residential Scheme (BRS) of the Greater Noida Industrial Development Authority (GNIDA), New Okhla Industrial Development Authority (NOIDA) and Yamuna Expressway Authority (YEA). IITLPL is in the process of implementing, in all, five projects.

i) The Express Park View

IITLPL has been allotted land admeasuring 10043.31 Sq.m., by GNIDA on lease for a period of ninety years for development of residential housing project under the Builder Residential Scheme BRS 01/08-09. A complex of 334 apartments of 2/3 BHK types in 4 high rise buildings, under the name and style of the Express Park View, is under construction. The project marketed jointly with Nimbus Projects Ltd. is scheduled to be completed in 2013. The structural work of the Project is on completion stage.

ii) The Express Park View II

On a land of 52493.16 Sq.m. allotted on ninety years lease by GNIDA under Builder Residential Scheme 05/2010-2011, a Project envisaging 1592 apartments of varying sizes in high rise buildings is being implemented in consortium with Nimbus Projects Limited and Assotech Limited and through a Special Purpose Partnership Firm 'IITL NIMBUS THE EXPRESS PARK VIEW'. The Project is under implementation and is scheduled to be completed in two phases, the first phase by 2015 and the second by 2016.

It may be mentioned that the above two projects are among the many ongoing housing projects of different builders in NCR. In the wake of certain land acquisition disputes and pursuant to a Court Order, construction works of many projects had to be temporarily suspended, subsequent to close of the year under review, till formal approval of the revised Master Plan 2021. The above two projects of IITLPL have also been impacted temporarily. It is reported that the plan has since been cleared by the Statutory Committee of the NCR Planning Board and recommended to the Planning Board.

iii) The Hyde Park

In consortium with Nimbus Projects Limited and Supertech Limited, and through a Special Purpose Partnership Firm, 'IITL NIMBUS THE HYDE PARK NOIDA', IITLPL has undertaken a project of construction of 1916 apartments ranging in size from 1BHK to 4BHK, in 23 high rise buildings, on a land of 60348.53 Sq.m. allotted on ninety years lease by Noida Authority. It is scheduled to be completed in two phases, first phase by 2013 and the second by 2015. Around 75% of the structural work is complete in Phase I and around 25% in Phase II.

iv) The Palm Village

This project undertaken in consortium with Nimbus Projects Limited and Assotech Limited and through Special Purpose Partnership Firm 'IITL NIMBUS THE PALM VILLAGE' is coming up on the land of 102995.70 Sq.m. allotted on ninety years leasehold basis under the Builders Residential Scheme YEA- GH -02/2011. The Project envisages construction of affordable residential units and is scheduled to be constructed in seven phases over a period of 10 years. Lease Deed with YEA has been executed and the Layout Plan has been submitted to the Local Body for approval.

v) The Golden Palm

The Golden Palm project comprising of 1276 apartments in 14 high rise buildings, is coming up on a land admeasuring 39999.76 Sq.m. allotted on ninety years lease by NOIDA. Scheduled to be completed by 2014, this project has been undertaken through equal equity participation by IITLPL and Nimbus Projects Limited in the Capital Infraprojects Private Limited.

IIT Insurance Broking and Risk Management Private Limited (IIBRMPL)

During the year, IIBRMPL has widened its network and its total number of operational offices at the year end stands at 19 and it has 258 employees on its pay roll. It has organized 530 insurance awareness camps in various parts of the country in order to promote Life and Non-Life Insurance business. It is in the process of obtaining ISO certification.

IIT Media and Entertainment Private Limited (IMEPL)

Consequent to the Capital Reduction Petition filed by IMEPL with the High Court of Judicature at Mumbai for reduction of its share capital, it has obtained an Order dated July 22, 2011 approving the same. Accordingly, the same was registered with the Registrar of Companies, Maharashtra and a Certificate dated September 11, 2011 was obtained to that effect.

INVESTMENTS IN WORLD RESORTS LIMITED (WRL)

The Company has made investment of Rs. 1551.81 lakhs towards acquisition of 25% in equity of an unlisted public company, World Resorts Limited, which is into the business of hospitality and owns and operates a five star hotel by the name "Golden Palms Hotel & Spa" at Tumkur Road, Bangalore. WRL has vast potential and the investment in this Company is expected to be fruitful in the medium term.

PARTICULARS UNDER SECTION 212 OF THE COMPANIES ACT, 1956

As per Section 212 of the Companies Act, 1956, the Company is required to attach the Directors' Report, Balance Sheet and Profit and Loss Account of its subsidiary companies to its Annual

Report. A general exemption from complying with the provision of Section 212 of the Companies Act, 1956 has been granted by the Ministry of Corporate Affairs to the companies vide its Circular No. 2/2011 dated February 8, 2011, provided that the company complies with the conditions stated in the circular. The Company has complied with all the conditions stated in the said circular for the financial year 2011-2012 for availing the said exemption. The Annual Report, therefore, does not contain the reports and other statements of the subsidiary companies. Upon request, the Company will make available the annual audited accounts and related information of the subsidiary companies to the investors of the Company. These documents will also be available for inspection during business hours at the registered office of the Company.

As required by Accounting Standard - 21 and Listing Agreement with the Stock Exchanges, the audited consolidated financial statements of the Company and its subsidiaries are attached.

FIXED DEPOSITS

During the year under review, the Company has not accepted any deposits from the public.

TRANSFER TO THE INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

In terms of Section 205C of the Companies Act, 1956, a sum of Rs. 5,14,306/- lying with the Company as unclaimed dividend for the year 2003 - 2004 i.e. for a period of seven years from the date they became due for payment, were transferred during the period under review to the Investor Education and Protection Fund.

DIRECTORS

Appointment

Mr. T.M. Nagarajan who was appointed as an Additional Director on February 3, 2012, holds office upto the date of the ensuing Annual General Meeting. The Company has received Notice along with requisite deposit from a member under Section 257 of the Companies Act, 1956, proposing his candidature as Director of the Company.

The Board of Directors, at its meeting held on October 20, 2011, re-appointed Dr. B. Samal as Executive Chairman of the Company for a period of 1 year w.e.f. from January 24, 2012 to January 23, 2013.

In accordance with the provisions of the Companies Act, 1956, Mr. R.S. Loona and Mr.Venkatesan Narayanan, Directors retire by rotation and, being eligible, offer themselves for re- appointment.

Brief Resume of the Directors, nature of expertise in specific functional areas, names of companies in which the Directorship is held and the membership of the Committees of the Board and their shareholdings in the Company are given in the Notice for the ensuing Annual General Meeting.

AUDITORS' REPORT

There are no qualifications or adverse remarks in the Auditors' Report which require any clarification or explanation.

AUDITORS

M/s. Deloitte Haskins & Sells, Chartered Accountants, Statutory Auditors of the Company, retire at the conclusion of the ensuing Annual General Meeting of the Company and have expressed their willingness for appointment and confirmed that their appointment, if made, will be within the prescribed limits under Section 224(1B) of the Companies Act, 1956.

You are requested to re-appoint M/s. Deloitte Haskins & Sells, Chartered Accountants, as Auditors of the Company from the conclusion of the 79th Annual General Meeting until the conclusion of the 80th Annual General Meeting of the Company.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report, forming part of this report, as required under Clause 49(IV)(F) of the Listing Agreement with the Stock Exchanges, is attached separately in this Annual Report.

CORPORATE GOVERNANCE

Your Company has been practising the principles of good Corporate Governance over the years and it is a continuous and ongoing process. A detailed Report on Corporate Governance practices followed by your Company, in terms of Clause 49(VI) of the Listing Agreement together with a Certificate from the Auditors confirming compliance with the conditions of Corporate Governance are provided separately in this Annual Report.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies (Amendment) Act, 2000, your Directors confirm that:

(a) in the preparation of the annual accounts, the applicable accounting standards have been followed;

(b) appropriate accounting policies have been selected and applied consistently and that they have made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the affairs of the Company for the year ended March 31, 2012;

(c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(d) the annual accounts have been prepared on a 'going concern' basis.

PARTICULARS OF EMPLOYEES

There are no Employees coming under the purview of Section 217 (2A) of the Companies Act, 1956 and therefore such information has not been disclosed.

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

Your Company is not engaged in any manufacturing activities, and therefore, there are no particulars to be disclosed under the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, relating to conservation of energy or technology absorption. During the year under review, the Company did not earn any foreign exchange and there was no expenditure in foreign exchange.

ACKNOWLEDGEMENTS

Your Directors wish to express their grateful appreciation for the valuable support and co-operation received from business associates, banks, financial institutions, shareholders, various statutory authorities and society at large. Your directors also place on record, their appreciation for the contribution, commitment and dedication of the employees of the Company and its subsidiaries at all levels.

On behalf of the Board of Directors,

Dr. B. Samal

Chairman

Mumbai

Date : August 09, 2012


Mar 31, 2011

Dear Members,

The Directors are pleased to present the Seventy Eighth Annual Report of the Company, together with the Audited Statements of Accounts for the year ended March 31, 2011.

Current Previous Year Year (Rs. in (Rs. in lakhs) lakhs)

FINANCIAL RESULTS

(a) Total Income 1020.06 1942.91

Profit before Depreciation 599.48 1718.42

Less : Depreciation 4.74 7.51

Profit before Tax 594.74 1710.91

Less : Provision for Tax 188.47 333.16

406.27 1377.75

Add : Balance of Profit brought

forward from the previous year 3103.16 2244.78

Amount available for appropriation 3509.43 3622.53

(b) From this, the Directors have transferred to:

Special Reserve 81.26 275.56

General Reserve 20.32 68.89

(c) The Directors recommend payment of Dividend at the rate of Rs.1.50 per share (previous year Rs.1.50 per share) on 1,00,00,000 shares of Rs. 10/- each which will absorb 150.00 150.00

Tax on proposed Dividend 24.92 24.92

(d) Leaving a balance to be carried forward 3232.93 3103.16

OPERATING RESULTS:

The Company has earned pre-tax profit of Rs. 594.74 lakhs during the year as compared to Rs.1710.91 lakhs in the previous year. The profitability has been impacted mainly due to lower interest income of Rs. 226.38 lakhs (Rs.279.68 lakhs in the previous year), lower net profit from sale of investments of Rs. 9.75 lakhs (Rs. 146.20 lakhs in the previous year) and reversal of provisions made towards doubtful loans, diminution in value of investments and write down of value of fixed assets, aggregating to Rs.607.08 lakhs only (Rs.1357.39 lakhs in the previous year). Moreover, a provision of Rs.173.94 lakhs has been made towards diminution in the value of investments during the year as compared to Nil in previous year.

DIVIDEND

Your Directors are pleased to recommend payment of dividend of Rs.1.50 per equity share of Rs.10/- each (15%) on the Equity Share Capital of the Company. The dividend together with the tax on dividend, will absorb a sum of Rs.174.92 lakhs.

LISTING OF EQUITY SHARES OF THE COMPANY ON National Stock Exchange of India Limited

The Company received approval from National Stock Exchange of India Limited on August 13, 2010 for Listing of its Equity Shares with effect from August 17, 2010.

INVESTMENTS

Your Company is an investment company, with a long term view of its portfolio. Besides making investments in quoted and unquoted securities, the Company makes investments in fixed deposits with renowned banks, units of mutual funds and inter-corporate deposits.

Investment portfolio is reviewed periodically and appropriate restructuring is done keeping in mind the market environment. Since mutual funds are subject to market risks and prone to risk due to fluctuation in NAVs, the proper assessment is done while making investments in mutual funds.

The details of the Company's investments, including a portfolio summary and analysis of securities held are given in Schedule "D" to the Balance Sheet as on March 31, 2011.

Due to the global financial crisis and a sharp decline in the domestic capital markets, there was erosion in the value of the Company's investment portfolio. As a result of this, the market value of the Company's quoted investments as on March 31, 2011 was Rs.2579.62 lakhs, as compared to its cost of Rs.3772.57 lakhs. However total provision of Rs. 621.85 lakhs made towards diminution in value of investments has been considered adequate in view of inherent strength of the investments in mid to long term period. During the year, the Company invested Rs.1016.75 lakhs in shares / mutual funds and sold / redeemed shares / mutual funds for value of Rs.643.91 lakhs.

SUBSIDIARY COMPANIES

IIT Investrust Limited (IITIL)

IITIL undertakes Stock Broking and Depository operations. It has also commenced arbitrage operations. It is in the process of launching research set-up and is planning to open offices in other parts of the country. It has initiated the process of obtaining Institutional Empanelment. It also provides Advisory and Consultancy services to various body corporates for loan syndication and allied matters.

IITL Projects Limited – (IITLPL) (Formerly known as Indo Green Projects Limited)

IITLPL is into the business of Real Estate and engaged in developing Housing Projects. It has acquired plots of land under Builders Residential scheme of the Greater Noida Industrial Development Authority and has also entered into Special Purpose Vehicle (SPV) / Joint Venture (JV) with other body corporates for development of residential flats.

Currently, IITLPL has in its fold the following five projects:

1. Express Park View: IITLPL acquired land at Plot No. A, Sector CH V, Greater Nodia admeasuring 10043.31 sq. mts. for flatted residential development.

2. The Hyde Park: IITLPL has entered into Special Purpose Partnership Firm with Nimbus Projects Ltd. and Supertech Ltd. under the name "IITL Nimbus The Hyde Park" and has acquired plot of land admeasuring 60348.53 sq. mts. at Sector 78, Noida for development of residential flats.

3. The Golden Palm: IITLPL alongwith Nimbus Project Limited acquired the equity shareholding of Capital Infra Projects Pvt. Ltd. in equal proportion to form a JV under the name "IITL Nimbus The Golden Palm" for construction of residential houses. The project is situated at Plot No. GH-01/E, Sector 168, Noida admeasuring 39999.76 sq. mts.

4. The Express Park View II: IITLPL has entered into partnership with Nimbus Projects limited, Assotech Limited under the partnership firm "IITL Nimbus The Express Park View". The project is situated at Plot No. GH-03, Sector CHI-V, Greater Noida admeasuring 52493.16 sq. mts. The land has been allotted and acquired on lease hold basis for 90 years from Greater Noida authority. The project is located on Yamuna Express way and is undertaken for residential development.

5. Palm Village: IITLPL has entered into partnership with Nimbus Projects limited, Assotech Limited under the partnership firm "IITL Nimbus The Palm Village". The project is situated at Plot No. GH-03, Sector 22A, Greater Noida admeasuring 97585 sq. mts.

The development / construction work has been started on all the plots after obtaining necessary permission and clearances.

IIT Insurance Broking and Risk Management Private Limited (IIBRMPL)

During the year, IIBRMPL has widened its network and its total number of operational offices at the year end stands at 16 and it has 264 employees on the pay roll.

During the year, it has organized 38 insurance awareness camps in various parts of the country in order to promote Life and Non- Life insurance business. It is in the process of obtaining ISO certification through M/s Manas Consultancy.

IIT Media and Entertainment Private Limited (IMEPL)

Considering the uncertain conditions prevailing in the media and entertainment industry, IMEPL has filed a Capital Reduction Petition with the High Court of Judicature at Mumbai for Reduction of its share capital. The matter will be listed for hearing in due course.

INVESTMENTS IN WORLD RESORTS LIMITED (WRL)

The Company has made investment of Rs. 1551.81 lakhs towards acquisition of 25% in equity of an unlisted public company, World Resorts Limited, which is into the business of hospitality and has a five star hotel by the name "Golden Palms Hotel & Spa" at Tumkur Road, Bangalore. WRL has vast potential and the investment in this Company is expected to be fruitful in the medium term.

PARTICULARS UNDER SECTION 212 OF THE COMPANIES ACT, 1956

As per Section 212 of the Companies Act, 1956, the Company is required to attach the Directors' Report, Balance Sheet and Profit and Loss Account of its subsidiary companies to its Annual Report. A general exemption from complying with the provision of Section 212 of the Companies Act, 1956 has been granted by the Ministry of Corporate Affairs to the companies vide its Circular No. 2/2011 dated February 8, 2011, provided that the company complies with the conditions stated in the circular. The Company has complied with all the conditions stated in the said circular for the financial year 2010-11 for availing the said exemption. The Annual Report, therefore, does not contain the reports and other statements of the subsidiary companies. Upon request, the Company will make available the annual audited accounts and related information of the subsidiary companies to the investors of the Company. These documents will also be available for inspection during business hours at the registered office of the Company.

As required by Accounting Standard – 21 and Listing Agreement with the Stock Exchanges, the audited consolidated financial statements of the Company and its subsidiaries are attached.

FIXED DEPOSITS

During the year under review, the Company has not accepted any deposits from the public.

TRANSFER TO THE INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

In terms of Section 205C of the Companies Act, 1956, a sum of Rs.4,75,808/- lying with the Company as unclaimed dividend for the year 2002 – 2003 i.e. for a period of seven years from the date they became due for payment were transferred during the period under review to the Investor Education and Protection Fund.

DIRECTORS

Appointment

In accordance with the provisions of the Companies Act, 1956, Mr. Bipin Agarwal and Mr. R.K. Mittal, Directors retire by rotation and, being eligible, offer themselves for re-appointment.

Brief Resume of the Directors, nature of expertise in specific functional areas, names of companies in which the Directorship is held and the membership of the Committees of the Board and their shareholdings in the Company are given in the Notice for the ensuing Annual General Meeting.

AUDITORS' REPORT

The observations made by the Auditors in their report are appropriately dealt with in the Notes forming part of the accounts for the year, which are self-explanatory and, hence, do not require any further explanations.

There are no qualifications or adverse remarks in the Auditors' Report which require any clarification or explanation.

AUDITORS

M/s. Deloitte Haskins & Sells, Chartered Accountants, Statutory Auditors of the Company, retire at the conclusion of the ensuing Annual General Meeting of the Company and have expressed their willingness for appointment and confirmed that their appointment, if made, will be within the prescribed limits under Section 224(1B) of the Companies Act, 1956.

You are requested to re-appoint M/s. Deloitte Haskins & Sells, Chartered Accountants, as Auditors of the Company from the conclusion of the 78th Annual General Meeting until the conclusion of the 79th Annual General Meeting of the Company.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report, forming part of this report, as required under Clause 49(IV)(F) of the Listing Agreement with the Stock Exchanges, is attached separately in this Annual Report.

CORPORATE GOVERNANCE

Your Company has been practising the principles of good Corporate Governance over the years and it is a continuous and ongoing process. A detailed Report on Corporate Governance practices followed by your Company, in terms of Clause 49(VI) of the Listing Agreement together with a Certificate from the Auditors confirming compliance with the conditions of Corporate Governance are provided separately in this Annual Report.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies (Amendment) Act, 2000, your Directors confirm that:

(a) in the preparation of the annual accounts, the applicable accounting standards have been followed;

(b) appropriate accounting policies have been selected and applied consistently and that they have made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the affairs of the Company for the year ended March 31, 2011;

(c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(d) the annual accounts have been prepared on a 'going concern' basis.

PARTICULARS OF EMPLOYEES

There are no Employees coming under the purview of Section 217 (2A) of the Companies Act, 1956 and therefore such information has not been disclosed.

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

Your Company is not engaged in any manufacturing activities, and therefore, there are no particulars to be disclosed under the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, relating to conservation of energy or technology absorption. During the year under review, the Company did not earn any foreign exchange and there was no expenditure in foreign exchange.

ACKNOWLEDGEMENTS

Your Directors wish to express their grateful appreciation for the valuable support and co-operation received from business associates, banks, financial institutions, shareholders, various statutory authorities and society at large. Your directors also place on record, their appreciation for the contribution, commitment and dedication of the employees of the Company and its subsidiaries at all levels.

On behalf of the Board of Directors,

Dr. B. Samal

Chairman Mumbai

Date: July 27, 2011


Mar 31, 2010

The Directors are pleased to present the Seventy Seventh Annual Report of the Company, together with the Audited Statement of Accounts for the year ended March 31,2010.

Current Previous

Year Year

(Rs. in (Rs. in

lakhs) lakhs)

FINANCIAL RESULTS

(a) Total Income 1954.91 1770.78 Profit / (Loss) before Depreciation 1718.42 610.90

Less: Depreciation 7.51 9.66

Profit/(Loss) before Tax 1710.91 601.24

Less: Provision for Tax 333.16 88.06

1377.75 513.18 Add : Balance of Profit / (Loss) brought

forward from the previous year 2244.78 1964.59

Amount available for appropriation 3622.53 2477.77

(b) From this, the Directors have transferred to:

Special Reserve 275.56 103.00

General Reserve 68.89 13.00

(c) The Directors recommend payment of Dividend at the rate of Rs.1.50 per share (previous year Re.1/- per share)

on 1,00,00,000 shares of

Rs. 10/-each which will absorb 150.00 100.00

Tax on proposed Dividend 24.92 16.99

(d) Leaving a balance to be carried forward 3103.16 2244.78



OPERATING RESULTS

The total income for the year under review amounted to Rs.1954.91 lakhs as compared to Rs.1770.78 lakhs in the previous year. The income also includes reversal of provisions made in the earlier years (i) Rs. 543.18 lakhs for doubtful loans to a subsidiary company and interest accrued thereon (previous year: Rs. 456.12 lakhs); (ii) Rs. 587.05 lakhs for diminution in the value of investments in a subsidiary company (previous year: Rs. Nil); and (iii) Rs. 227.15 lakhs for diminution in value of quoted investments (previous year: Rs.Nil).

DIVIDEND

Your Directors are pleased to recommend payment of dividend of Rs.1.50 per equity share of Rs.10/- each (15%) on the Equity Share Capital of the Company. The dividend together with the tax on dividend, will absorb a sum of Rs.174.92 lakhs.

LISTING OF EQUITY SHARES OF THE COMPANY ON NATIONAL STOCK EXCHANGE OF INDIA LIMITED

Your Company has submitted an application to National Stock Exchange of India Limited for Listing of its Equity Shares and is awaiting the approval.

INVESTMENTS

Your Company is an investment company, with a long term view of its portfolio. Besides making investments in quoted and unquoted securities, the Company makes investments in fixed deposits with renowned banks, units of mutual funds and inter-corporate deposits.

Investment portfolio is reviewed periodically and appropriate restructuring is done keeping in mind the market environment. Since mutual funds are subject to market risks and prone to risk due to fluctuation in NAVs, the proper assessment is done while making investments in mutual funds.

The details of the Company’s investments, including a portfolio summary and analysis of securities held are given in Schedule “D” to the Balance Sheet as on March 31, 2010.

Due to the global financial crisis and a sharp decline in the domestic capital markets, there was erosion in the value of the Company’s investment portfolio. As a result of this, the market value of the Company’s quoted investments as on March 31, 2010 was Rs. 2548.49 lakhs, as compared to its cost of Rs. 3189.81 lakhs. During the year, the Company invested Rs. 2936.37 lakhs in shares / mutual funds and sold / redeemed shares / mutual funds of book value of Rs. 2522.32 lakhs.

SUBSIDIARY COMPANIES

IIT Investrust Limited (IITIL)

During the year, IITIL has re-activated its Stock Broking business and obtained Registration Certificates from SEBI for both BSE and NSE stock broking operations. The Company commenced its operations on BSE Cash segment and NSE Capital and Derivative Market segments. It has also obtained registration as a Depository Participant of CDSL and commenced Depository operations.

IITIL has opened offices at Delhi and Chennai. It is also in the process of getting Institutional Empanelment.

Indo Green Projects Limited (IGPL)

Under the Builders Residential Scheme of Greater Noida Industrial Development Authority (GNIDA), IGPL has been allotted a Plot No. GH-10A, Sector Chi-V, Greater Noida admeasuring an area of 10,043.63 sq. mt. IGPL has received No Objection Certificate from Airport Authority of India and State Expert Appraisal Committee for Height Clearance and Environmental Clearance towards construction of its Project. IGPL is in the process of obtaining various approvals from GNIDA, Government and Semi Government agencies and other concerned authorities.

IGPL has formed an Special Purpose Company (SPC) under the name of IITL-NimbusThe Hyde Park Noidawith NCJ International Limited and Supertech Limited in order to build residential flats on piece of land admeasuring 60,348.53 sq. mtrs. at Sector 78, Noida allotted to them.

IIT Insurance Broking and Risk Management Private Limited (IIBRMPL)

During the year, Insurance Regulatory and Development Authority granted License to the Company as Direct Insurance Broker for conducting life insurance and non-life insurance business. IIBRMPL has been allotted License Code No.DB-430/09 under Certificate No. 398, which is valid for a period of three years and is renewable thereafter.

Industrial Investment Trust Limited (the holding Company) has made further investment of Rs.200 lakhs in equity share capital of IIBRMPL.

IIBRMPL has opened offices at Mumbai, Delhi, Chennai, Trichy, Coimbatore, Bangalore, Trissur, Jaipur, Rewari, Vadodara, Lucknow and Kolkata and has made tie-ups with all the leading life and non-life insurers for providing best of products and services to its clients as a one stop shop.

IIT Media and Entertainment Private Limited (IMEPL)

During the year, the Company incorporated a wholly owned subsidiary in the name I IT Media and Entertainment Private Limited (IMEPL) for conducting the business of Media and Entertainment.

Industrial Investment Trust Limited (the holding Company) has made an investment of Rs.15 lakhs in equity share capital of IMEPL towards initial subscription. The Company is in the process of commencing business.

PARTICULARS UNDER SECTION 212 OF THE COMPANIES ACT, 1956

As per Section 212 of the Companies Act, 1956, the Company is required to attach the Directors Report, Balance Sheet and Profit and Loss Account of its subsidiary companies to its Annual Report. The Ministry of Corporate Affairs, Government of India (GOI) has granted exemption to your Company for not attaching the above documents of the subsidiary companies with the Annual Report of the Company for the financial year 2009-10. Accordingly, this Annual Report does not contain the reports and other statements of the subsidiary companies. The Company will make available the annual audited accounts and related information of the subsidiary companies to the investors of the Company. These documents will also be available for inspection during business hours at the registered office of the Company.

As required by Accounting Standard - 21 and Listing Agreement with the Stock Exchange, the audited consolidated financial statements of the Company and its subsidiaries are attached.

LOGO OF THE COMPANY

During the year under review, the Company has made an application to the Trade Marks Re‘istrL’ for registration of the Companys logo bearing the acronymIITU.

FIXED DEPOSITS

During the year under review, the Company has not accepted any deposits from the public.

TRANSFER TO THE INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

In terms of Section 205C of the Companies Act, 1956, a sum of Rs.5,14,116/- lying with the Company as unclaimed dividend for the year 2001 - 2002 i.e. for a period of seven years from the date they became due for payment were transferred during the period under review to the Investor Education and Protection Fund.

DIRECTORS

Appointment

The Board has appointed Mr. P.K. Rath as a Director to fill the vacancy created by the resignation of Mrs. Thankom Mathew with effect from October 12,2009.

In accordance with the provisions of the Companies Act, 1956, Dr. B. Samal and Mr. T.M. Nagarajan, Directors retire by rotation and, being eligible, offer themselves for re-appointment.

Brief Resume of the Directors, nature of expertise in specific functional areas, names of companies in which the Directorship is held and the membership of the Committees of the Board and their shareholdings in the Company are given in the Notice for the ensuing Annual General Meeting.

Resignation

Mrs. Thankom Mathew and Mr. Swaran Singh resigned as Directors from the Board with effect from September 8, 2009 and October 12, 2009 respectively. The Board places on record, its appreciation for the valuable contributions made by them during theirtenure as Directors of the Company.

AUDITORSREPORT

The observations made by the Auditors in their report are appropriately dealt with in the Notes forming part of the accounts for the year, which are self-explanatory and, hence, do not require any further explanations.

There are no qualifications or adverse remarks in the Auditors Report which require any clarification or explanation.

AUDITORS

M/s. Deloitte Haskins & Sells, Chartered Accountants, Statutory Auditors of the Company, retire at the conclusion of the ensuing Annual General Meeting of the Company and have expressed their

willingness for appointment and confirmed that their appointment, if made, will be within the prescribed limits under Section 224(1 B) of the Companies Act, 1956.

You are requested to re-appoint M/s. Deloitte Haskins & Sells, Chartered Accountants, as Auditors of the Company from the conclusion of the 77th Annual General Meeting until the conclusion of the 78th Annual General Meeting of the Company.

MANAGEMENT DISCUSSION ANDANALYSIS REPORT

The Management Discussion and Analysis Report, forming part of this report, as required under Clause 49(IV)(F) of the Listing Agreement with the Stock Exchange is attached separately in this Annual Report.

CORPORATE GOVERNANCE

Your Company has been practising the principles of good Corporate Governance over the years and it is a continuous and ongoing process. A detailed Report on Corporate Governance practices followed by your Company, in terms of Clause 49(VI) of the Listing Agreement together with a Certificate from the Auditors confirming compliance with the conditions of Corporate Governance are provided separately in this Annual Report.

DIRECTORSRESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies (Amendment) Act, 2000, your Directors confirm that:

(a) in the preparation of the annual accounts, the applicable accounting standards have been followed;

(b) appropriate accounting policies have been selected and applied consistently and that they have made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the affairs of the Company for the year ended March 31,2010;

(c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(d) the annual accounts have been prepared on a going concern basis.

PARTICULARS OF EMPLOYEES

There are no Employees coming under the purview of Section 217 (2A) of the Companies Act, 1956 and therefore such information has not been disclosed.

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

Your Company is not engaged in any manufacturing activities, and therefore, there are no particulars to be disclosed under the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, relating to conservation of energy or technology absorption. During the year under review, the Company did not earn any foreign exchange and there was no expenditure in foreign exchange.

ACKNOWLEDGEMENTS

Your Directors wish to express their grateful appreciation for the valuable support and co-operation received from business associates, banks, financial institutions, shareholders, various statutory authorities and society at large. Your Directors also place on record, their appreciation for the contribution, commitment and dedication of the employees of the Company and its subsidiaries at all levels.

On behalf of the Board of Directors,

Dr. B. Samal

Mumbai Executive Chairman

Date: July 20, 2010

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