IIT Investrust Limited

DIRECTORS REPORT SURYO FOODS & INDUSTRIES LIMITED

Dear Members,

Your Directors have pleasure in presenting the Twenty Sixth Annual Report on the business and operations together with the Audited Accounts for the financial year ending 31st March'2015. The performance of the Company for the year ended on 31st March 2015 is summarized below:

SUMMARY OF OPERATION

The income of the Company has increased by approximately Rs. 25.20 lakhs as compared to the previous year and incurred Profit of Rs. 18.00 lakhs (Previous Year a loss of Rs. 5.21 Lakhs) during the year,

Pursuant to notification of Schedule II to the Companies Act 2013 with effect from 1st April 2014, the Company has charged depreciation based on the useful lives as prescribed under the Schedule II. The depreciation charge for the Year ended 31st March, 2015 is lower by Rs. 96,000 as compared to the Previous Year.

FUTURE PROSPECTS

After a decade, from 1st April, 2015 the Company has started its Operation at Gopalpur hatchery. During the Financial year 2015-16, the Company is expecting that the Sales Turnover will be around Rs. 5.00 Cores and during the first three months of the financial year 2015-16 the turnover of the Company is around Rs. 1.00 cores. The Company is expecting to get a good return during the financial year.

STATE OF THE COMPANY'S AFFAIRS

The company's overall performance during the financial year was satisfactory and the Directors were interested not only to increase the earnings of the company but also to provide qualitative services to its customer and society and were continuing their efforts on achieving both the objective for protecting the interest of the stakeholders as well as its customer & society as a whole.

DEPOSITS

The Company has not accepted any public deposits during the financial year, so no amount of principal or Interest was outstanding as of the Balance Sheet date.

DIVIDEND

As during the financial year 2014-15 there was no operation of the company, so the Directors of the Company has not recommended any Dividend and the operation of the Company has started from 1st April, 2015, and the Company is expecting a handsome return from the operation in the coming years, then after the company will declare dividends.

TRANSFER TO GENERAL RESERVE

During the financial year ending on 31st March, 2015, we proposed to transfer Amount of Rs.18, 00,753 to General Reserve in accordance with the provisions of Companies

(Transfer of profits to Reserves) Rules, 1975. An amount of Rs. (4, 54, 06, 000) is proposed to be retained in the Surplus.

Declaration by the Directors

Declaration By Independent Directors .

The Company has received necessary declaration from each independent Directors Under Sec 149(7) of Companies Act 2013, that he meet the criteria of independence laid down under section 149(6) of Companies Act 2013 and clause 49 of the listing Agreement. The declaration of Independency is submitted and taken on record on the Board Meeting held on 22nd May, 2015.

Disclosure of Interest by the Directors:

The Board noted the disclosure of Interest received from all the Directors in other companies as on 1st April, 2015 pursuant to the provisions of Section 184 (1) of the Companies Act 2013 (corresponding section 299 of the old act), read with rule 9 (1) of the Companies (Meetings of Board and its Powers) Rules, 2014, in Form No MBP-1 on the Board Meeting held on 22nd May, 2015

Disclosure of Disqualification by the Directors:

The Board of Directors of the Company received that the general notice of disqualification of Directors from all the Directors of the Company for the FY-2015-16 pursuant to the provisions of Section 164 (1) of the Companies Act 2013, read with rule 14(1) of Companies (Appointment and Qualification of Directors) Rule, 2014 on the Board Meeting held on 22nd May, 2015

Extract of Annual Return

In accordance with Section 134(3)(a) of the Companies Act, 2013 an extract of the Annual Return in Form MGT-9 is attached to the Boards Report in Annexure-A.

Directors' Responsibility Statement as required under Section 134(3)(c) of the Companies Act, 2013.

The Financial Statements are prepared in accordance with the General Accepted Accounting Principles (GAAP) under the historical cost convention on accrual basis. There were no Material departures from the prescribed Accounting Standards in the adoption of these Standards. The Directors confirm that:

(a) In the preparation of annual accounts for the financial year ended 31st March,2015, the applicable accounting standards have been followed

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

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

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

Statutory Auditors, their Report and Financial Statements and Notes to Financial Statements.

At the Annual General Meeting held on 29.09.2014, M/s. SRB & Associates, Chartered Accountants, Bhubaneswar were appointed as the Statutory Auditors of the Company to hold office till the conclusion of the Annual General Meeting to be held in the calendar year 2017. In terms of the first proviso to Section 139 of the Companies Act, 2013 the appointment of the Auditor shall be placed for ratification at every Annual General Meeting .Accordingly the Appointment of M/s. SRB & Associates, Chartered Accountants, as Statutory Auditors of the Company, is placed for ratification by Shareholders. In this regard the company has received a certificate from Auditors to the effect that if they are reappointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013.

Further, the report of the Statutory Auditors along with notes to Schedules is enclosed to this report. The observations made in the Auditors' report are self-explanatory and therefore do not call for any further comments.

Auditor Certificate on Corporate Governance

As required by clause 49 of the listing agreement, the auditor's certificate on corporate governance is enclosed as an annexure to the Board's Report in Annexure-B

Cost Audit

As per the provision of Section 148 and all other applicable provisions of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rule, 2014, Cost Audit was not applicable to the Company during the F.Y. 2014-2015.

Secretarial Auditor

M/s. Saroj Ray and Associates , Practicing Company Secretaries was appointed to conduct the Secretarial Audit of the Company for the Financial Year 2014-15 as required under Section 204 of the Companies Act, 2013 and Rules there under. The Secretarial Audit Report for FY 2014-15 forms part of the Annual Report as Annexure to the Board Report in Annexure-c.

The Board has appointed M/s. Saroj Ray and Associates, Practicing Company Secretaries as the Secretarial Auditor of the Company for the Financial Year 2015-16.

Further, the report of the Secretarial Auditors along with notes to Schedules is enclosed to this report. The observations made in the Secretarial Audit report are self-explanatory and therefore do not call for any further comments

Internal Auditor

M/s. Amit Mallik and Associates, Practicing Chartered Accountants was appointed to conduct the Internal Audit of the Company for the Financial Year 2014-15 as required under Section 138 of the Companies Act, 2013 and Rules there under. The Internal Audit Report for FY 2014-15 forms part of the Annual Report as Annexure to the Board Report. The Board has appointed M/s Amit Mallik and Associates, Practicing Chartered Accountants as the Internal Auditor of the Company for the Financial Year 2015-16.

MANAGEMENT'S DISCUSION AND ANALYSIS REPORT:

Management's Discussion and Analysis for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section as Annexure-D forming part of the Annual Report

Capital

During the financial year, no allotment has been made by the Company.

As on 31st March, 2015 the issued, subscribed and paid up capital of the Company stood at Rs. 3,96,00,000/-, comprising 39,60,000 no of Equity Share of Rs. 10/- each.

Risk management policy

The Board is of the opinion that, risk is an inseparable element from business which may threaten the existence of the Company so adequate measures have been taken to minimize the quantum of risk element.

Significant and material orders passed by the regulators

There are no significant and Material order passed by the regulator or courts or tribunals impacting the going concern status and company's operations in future.

Internal Financial Control

The Board has adopted the policies and procedure for ensuring the orderly and efficient conduct of its business including adherence to the Companies Policies, the safeguarding of its assets, prevention and detection of frauds and errors and the timely preparation of reliable financial disclosure.

Transfer of Amounts to Investor Education and Protection Fund

The Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

Corporate Social Responsibilities Committee

The Company is not required to constitute a Corporate Social Responsibility Committee as it does not fall within purview of Section 135(1) of the Companies Act, 2013 and hence it is not required to formulate policy on corporate social responsibility.

Fixed Deposits

The Company has not accepted any deposits from the public during the financial year 2014-15 in terms of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

Particulars of Employees

As during the financial year 2014-15 the company was not in the operation, so there was no employee of the Company.

Conservation of Energy, Research and Development, Technology Absorption and Foreign Exchange Earnings & Outgo

The particulars as prescribed under sub section (3)(m) of 134 of the Companies Act ,2013 read with Companies ( Accounts) Rule,2014 the Conservation of Energy, Research and Development, Technology Absorption and Foreign Exchange Earnings & Outgo is NIL during the year.

Personnel

None of the employees of the Company has been in receipt of remuneration exceeding the amounts envisaged by section 134(3) (m) of the Companies Act, 2013.

Disclosure as per listing agreement: Cash Flow:

The cash flow statement in accordance with accounting standard and (AS-3) of ICAI is appended to this Annual Report.

Related Party Transactions:

As a matter of policy, the company carries out transactions with related parties on an arm-length basis. Statement of these transactions is given in the Notes to Account (Note-26(7a)) attached in compliance of Account Standard No.AS-18.

Listing:

The Company's shares are listed on the 'The Bombay Stock Exchange Limited'. The Annual listing fees to the 'The Bombay Stock Exchange Limited' for the year 2014-15 have been paid.

Acknowledgement:

The Directors would like to acknowledge and place on record their sincere appreciation to all stakeholders' clients, Bank, Central & State government, the company's valued investors and all other business partner for their continued co-operation and excellent support received during the year.

For and on behalf of the Board

M/s. Suryo Foods and Industries Ltd

Chairman-Cum-Managing Director)

Place: Gopalpur-on-Sea

Date: 29.07.2015