IIT Investrust Limited

DIRECTORS REPORT

THE MEMBERS,

Your Directors have pleasure in presenting their 27th Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2015.

STATE OF COMPANY AFFAIRS

The highlights of affairs of the Company are as follows:-

• Revenue from operations decreased by 78611.27 lacs to 103651.29 lacs.

• PBDIT decreased (4493.01) lacs to 5077.19 lacs.

• Profit before Tax Decreased (7958.64) lacs to 493.9 lacs.

• Net Profit increased 654.85 lacs to 303.32 lacs.

• The Company earned profit of Rs. 8946.08 lacs from exceptional items.

The Company has increased its Net Profit in the year 2014-15 as compare to the last year 2013-14.

DIVIDEND

The profit of the Company is being used in further expansion of the Company, so the Board of Directors has not recommended any dividend for the year 2014-15.

TRANSFER TO RESERVES

No amount was transferred to reserve in the year 2014-15.

FUTURE PROSPECTS

Guar Gums main demand is increasing in the food and oil and gas segment. Company's R&D is constantly involved in developing newer guar products for food and other industrial applications for the effective control of processing problems and the same is conducive in expanding global guar polymers market. International market for certified organic guar polymer is also increasing. Taking all these prospects together, the demand for guar polymers is bound to increase in the years ahead. So the future prospects are expected to be even better.

INTERNATIONAL QUALITY STANDARDS AND THEIR CERTIFICATIONS-

(A) An ISO 9001:2000 - Certified Company-

100% EOU units of the company have been certified as ISO 9001:2000 by DNV - a Norvagian Company. So the company is meeting all the quality control parameters as set out by DNV.

(B) Hazards Analysis of Critical Control Points (HACCP)-

The product manufactured by the company is also used in the food production as thickening and binding agent. The user customers are multinational (MNC's) food producers' viz. Nestle (Friskies), Mars (Master Food), Heinz, Sara lee, Unilever, and CSM. To source their key raw materials, these MNC's prefer HACCP certified vendors. Employing HACCP in the production system one can check the following contaminations: Physical Chemical Microbial

(C) Good Manufacturing Practices (GMP)

Company's 100% EOU units are certified WHO Good Manufacturing Practices (WHO-GMP). Guar Polymers produced using GMP is included in the Food Chemical Codex (FCC) and approved for food use. Therefore, GMP ensures the customers that the products are manufactured in good and hygienic conditions.

DIRECTOR RESPONSIBILITY STATEMENT

Your directors state that the audited accounts containing financial statement for 2014-15 are in full conformity with the requirements of the Companies Act and are audited by its statutory auditors. Your directors further state that: -

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis; and

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

(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

STATEMENT ON DECLARATION GIVEN BY THE INDEPENDENT DIRECTOR U/S 149 (6)

The Board of Company consists of three independent Directors namely

• Sh. Neeraj Chhabra

• Sh. R A Mittal

• Sh. Vishnu Bhagwan

• Sh. Kishan Lai

The above four Directors of the company gave statement pursuant to section 149 (7) u/s 149 (6) of Company Act, 2013 at the Board Meeting held on 29.05.2014 for the year 201415. The same was considered and approved by the Board. Statements has been attached as Page 10 Annexure -I in the report

POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATION, POSITIVE ATTRIBUTES, INDEPENDENCE

The Company is a Listed Company so, it comes under the requirement of formation of Nomination and Remuneration Committee under Company Act, 2013 and Company (Meeting of Board and its Power) Rules, 2014. The Company formed the committee on 01.01.2015. The Nomination and Remuneration policy of the Company is attached in Page 14 Annexure II to the Report.

LONE AN INVESTMENT MADE BY COMPANY UNDER SECTION 186

The Company has not made any loan and investment under section 186 of Company Act, 2013 and Rules made there under in this regard.

EXTRACT OF ANNUAL RETURN

The extract of Annual return is attached as Page 17 Annexure - III in the Report.

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

Information on conservation of energy, technology absorption and foreign exchange earnings and outgo is given in Page 24 Annexure IV to this report.

DEPOSITS

The Company has not accepted any deposits under chapter V of Company Act, 2013 during the year 2014-15.

CHANGE IN THE NATURE OF BUSINESS

No change occurred during the previous year 2014-15 in the nature of the business of the company.

DETAILS OF APPOINTMENT AND RESIGNATION

DURING THE YEAR 2014-15

Mrs. Bimla Devi Jindal who retires by rotation and presented herself for reappointment was reappointed as director in the

Annual General Meeting held on 30.09.2014.

Mr. R A Mittal was appointed as a independent director of the company for 5 consecutive years in the Annual General Meeting held on 30.09.2014.

Mr. Neeraj Chhabra was appointed as a independent director of the company for 5 consecutive years in the Annual General Meeting held on 30.09.2014.

Mr. Kishan Lal was appointed as a independent director of the company for 5 consecutive years in the Annual General Meeting held on 30.09.2014.

Mr. Vishnu Bhagwan was appointed as a independent director of the company for 5 consecutive years in the Annual General Meeting held on 30.09.2014.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Your Company had two dividends lying unpaid or unclaimed for a period of seven years i.e. first & Second interim dividends for the year 2007-08. Therefore above fund required to be transferred to Investor Education and Protection Fund (IEPF). The Company transferred the above dividend in IEPF during the previous financial year 2014-15.

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. 30.09.2014), with the Ministry of Corporate Affairs.

INTERNAL AUDIT & FINANCIAL CONTROL

The company has appointed M/s Sanjay Goyal & Associates as an internal auditor of the company. They conduct audit on quarterly basis. The Board of Director considers its recommendations and plan company's further strategies accordingly. Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. Internal Auditors findings are discussed with the process owners and suitable corrective actions taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations.

PARTICULARS OF EMPLOYEES

Pursuant to the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, statement of particulars of employees is annexed as Annexure V Page 25.

CORPORATE SOCIAL RESPONSIBILITY

The Company under section 135 of company act, 2013 has formed a Corporate Social Responsibility Committee. The Company believes in following this provision not in law but in spirit too. The details of the policy are available in Page 26 Annexure VI to the Report.

PERFORMANCE EVALUATION OF BOARD, COMMITTEES & INDIVIDUAL DIRECTORS

A formal evaluation of the performance of the Board, its Committees, the Chairman and the individual Directors was carried out for the year 2014-15. Led by the Nomination & Remuneration Committee, the evaluation was done using individual questionnaires covering amongst others vision, strategy & role clarity of the Board, Board dynamics & processes, contribution towards development of the strategy, risk management, budgetary controls, receipt of regular inputs and information, functioning, performance & structure of Board Committees, ethics & values, skill set, knowledge & expertise of Directors, leadership etc.

As part of the evaluation process, the performance of non-independent Directors, the Chairman and the Board was done by the independent Directors. The performance evaluation of the respective Committees and that of independent and non-independent Directors was done by the Board excluding the Director being evaluated. The Directors expressed satisfaction with the evaluation process.

INDEPENDENT DIRECTOR FAMILARISATION PROGRAMME

The Company has arranged a familiarization program for Independent Directors of the Company and details has been provided on company website on the following link:- <http://www.vikaswspltd.in/familirasition-programme->WSP.docx.

VIGIL MECHANISM

The Vigil mechanism under section 177 of Company Act, 2013 and clause 49 of listed agreement has been laid down by the company. The same is provided on the website of the company www.vikaswspltd.in <http://www.vikaswspltd.in> .

The mechanism deals with the reporting of any unfair and malaise practice in the company. The policy is also providing safe guard to the persons who are taking initiatives against the practice of unfair mean of business.

RELATED PARTY TRANSACTIONS

During the year under review, the Board has adopted a policy to regulate the transactions of the Company with its related parties. As per policy, all related party transactions require prior approval of the Audit Committee and Board of Directors of the Company. Prior approval of the shareholders of the Company is also required for certain related party transactions as prescribed under Companies Act, 2013 and listing agreement. The said policy is available on the Company's website viz. www.vikaswspltd.in

The details of all related party transaction are provided in the Page 27 Annexure VII attached to the report.

MATERIAL CHANGES & COMMITMENTS

No material changes and commitments, affecting the financial position of the Company have occurred after the end of the financial year 2014-15 and till the date of this report.

MATERIAL AND SIGNIFICANT ORDERS PASSED BY REGULATORS & COURTS

No significant and material orders have been passed by any regulators or courts or tribunals against the Company impacting the going concern status and Company's operations in future.

MANAGEMENT DISCUSSION AND ANALYSIS

The management discussion and analysis report on the operations of the Company as required under the listing agreement with stock exchanges has been given separately and forms part of this report on page 39.

RISK MANAGEMENT POLICY

The Company has laid down a procedure named Risk Management Policy for identification of risk involved in the business activities. The risks are involved in our industry are Guar is a xerophytes plant and the rain pattern of the monsoons in the Indian arid zone - mainly Western desert of Rajasthan provides ideal growing conditions. The need for just the right amount of rain at the right time leaves the guar crop heavily dependent on the annual rainfall pattern and causes occasional wide swings in guar supply and prices. With the emergence of irrigated guar seeds, dependency of guar crop on monsoon has been minimized. Now its crop is irrigated with canal water at the right time that increased its per hectare yield greatly.

AUDIT COMMITTEE

The Company has an adequately qualified Audit Committee constituted in accordance with the provisions of Companies Act, 2013 and clause 49 of the listing agreement. As on 31 March, 2015, the Committee comprised

All members of the Committee are financially literate and have accounting or related financial management expertise.

AUDITORS:

The Auditors, M/s Arun Agarwal & Associates, Chartered Accountants New Delhi was appointed Statuary Auditor for a period of 5 years from the conclusion of Annual General

Meeting held on 30.09.2014 till the conclusion of AGM to be held in the year 2019. Subject to ratification in each Annual General Meeting till 2019, but now they resigned from the post of Statuary Auditor of the Company. So the Board proposed to appoint S. Prakash Aggarwal & Co. as Statuary Auditor from the conclusion of Annual General Meeting to be held on 30.09.2015 till the conclusion of AGM to be held in the year 2020. Subject to ratification in each Annual General Meeting till 2020.

AUDITORS' REPORT

The Auditor's Report contain qualification regarding non Compliance of section 203 of Company Act, 2013 i.e. appointment of Chief Financial Officer.

The Board of Directors is looking for the person appropriate and suitable for the abovesaid post. As soon as the company finds a person with required expertise, who can hold this position, the position of Chief Financial officer will be filled.

SECRETARIAL AUDIT REPORT

In terms of Section 204 of the Act and Rules made there under, M/s. NKS & Company Practicing Company Secretary have been appointed Secretarial Auditors of the Company. The report of the Secretarial Auditors is enclosed as Page Annexure VIII to this report.

The Report contain qualification regarding non Compliance of section 203 of Company Act, 2013 i.e. appointment of Chief Financial Officer.

CORPORATE GOVERNANCE:

We believe Corporate Governance is at the heart of Shareholder Value Creation. As per clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on Corporate Governance together with a certificate from a Practicing Company Secretary confirming compliance thereto is set as Page 30 Annexure in this report.

Your management has taken appropriate steps to ensure that all mandatory provisions of Corporate Governance as prescribed under the amended listing Agreement with the Stock Exchanges is complied with.

CORPORATE GOVERNANCE CERTIFICATE

The Compliance certificate from the auditors or practicing company secretaries regarding compliance of conditions of corporate governance as stipulated in Clause 49 of the Listing agreement shall be annexed with the report on page 38

LISTING WITH STOCK EXCHANGES:

The Company confirms that it has paid the Annual Listing Fees for the year 2015-2016 to BSE where the Company's Shares are listed.

Acknowledgements

An acknowledgement to all with whose help, cooperation and hard work the Company is able to achieve the results.

By Order of the Board of Director

For VIKAS WSP LIMITED

Sd/- (B. D. Agarwal)

Chairman & Managing Director

Date : 14.08.2015

Place : Sri Ganganagar