Home  »  Company  »  Ind. Inv Trust  »  Quotes  »  Directors Report
Enter the first few characters of Company and click 'Go'

Directors Report of Industrial Investment Trust Ltd.

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

 
Subscribe now to get personal finance updates in your inbox!