IIT Investrust Limited

DIRECTORS' REPORT

THE MEMBERS

The Directors have pleasure to present the 28th Annual Report of your Company together with the audited financial accounts for the year ended March 31, 2015.

INCOME:

Your Company achieved a total turnover of Rs.490.3 Million as compared to Rs.413.3 Million in the previous year, registering a growth of 18.63% on a year to year basis. This increase was achieved without any expansion in room or food and beverage facilities. The Gross Profit Before Depreciation, Finance Costs and Tax increased by 40% from X 83.6 Million to Rs.117.2 Million.

DEPRECIATION:

The amount provided for depreciation has increased by 42% from Rs.31.7 Million to Rs.45 Million as a result of the change in depreciation policy introduced in the Companies Act, 2013.

FINANCE COSTS:

Finance Costs have reduced significantly from Rs.21.7 Million to Rs.16.9 Million. This result was achieved by lowering debt from Rs.160.65 Million to Rs.134.25 Million and conversion of high cost Rupee loan into FCNR(B) loan carrying much lower interest.

PROFIT BEFORE TAX:

Profit Before Tax has increased by 83% from Rs.30.2 Million to Rs.55.2 Million.

PROFIT AFTER TAX:

Profit for the year After Tax has increased by 59% from Rs.22.6 Million to Rs.36 Million.

2. DIVIDEND:

Your Directors are pleased to recommend an additional dividend of Rs.0.12 (6%) per equity share of Rs.2/- each as a final dividend. The Company had distributed an interim dividend in this financial year of Rs. 0.30 (15%) per equity share of Rs.2/- each in February 2015. The total dividend for the financial year ended March 31, 2015 would be Rs.0.42 (21%) per equity share of Rs.2/- each. The total outgo for the current year amounts to Rs.23.3 Million, including dividend distribution tax of Rs.3.9 Million as against Rs.12.9 Million, including dividend distribution tax of Rs. 1.8 Million in the previous year.

During the year, the unclaimed dividend of Rs.0.30 million pertaining to the interim dividend for the year ended March 31, 2007 was transferred to the Investor Education & Protection Fund within the prescribed time.

3. TRANSFER TO RESERVES:

The Company has transferred Rs.3 Million to General Reserves out of the amount available for appropriation.

4. ECONOMIC SCENARIO AND OUTLOOK:

India's GDP is expected to grow to almost 7.5% and is second only to China, where the growth rate is slackening. The increase in prosperity in India will lead to a larger spend on leisure and corporate get togethers at exotic locations. The recent decline in value of the Indian Rupee to Rs.64 to USD will encourage Indians to travel within India. Domestic tourism will grow and Goa and our Company will benefit from this trend.

As the Rupee depreciates, India will also become a cheaper holiday destination for foreign tourists. Foreign tourist arrivals into India and Goa will increase as a result of the policy of issuing tourist e-Visas to citizens of several countries.

5. UPGRADATION PLAN FOR 2015-16:

There are no major renovation plans for the next financial year as major renovations have already been made in recent years. The Ministry of Tourism, Government of India, New Delhi has classified Company's resort as "Five (*****) Star Deluxe Category" w.e.f. June 18, 2013 to June 17, 2018.

6. SUBSIDIARY / HOLDING COMPANY, ETC.:

The Company does not have any Subsidiary, Holding Company, Associate or Group Venture Company.

7. SUSTAINABLE DEVELOPMENT:

Sustainability has been deeply embedded into the Company's business and has become an integral part of its decision making process while considering social, economic and environmental dimensions.

8. DOCUMENTS PLACED ON THE WEBSITE OF THE COMPANY (WWW.RAMADACARAVELA.COM

The following documents have been placed on the website in compliance with the Act:

(a) Details of unpaid dividend as per Section 124(2);

(b) Corporate Social responsibility policy as per Section 134(4)(a);

(d) Details of vigil mechanism for the directors and employees to report genuine concerns as per proviso to Section 177(10);

(e) Policy on Related Party Transactions pursuant to Clause 49 of the listing agreement;

(f) Disclosure as per Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

(g) Disclosure of Insider Trading Policy as per the SEBI (Prohibition of Insider Trading) Regulations, 2015.

9. CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES:

Though the provisions of the Schedule VII of the Companies Act, 2013 ('the Act') are not applicable to the Company during the financial year, the Company has undertaken projects voluntarily in the areas of Education, Livelihood, Health, Water and Sanitation.

During the current FY 2014-15, the Company's net profit before tax was above the limit of Rs. 5 crores, as set out under Section 135 of the Companies Act, 2013, and Companies (Corporate Social Responsibility Policy) Rules 2014. Accordingly, the Company has formed a CSR Committee, the details of which are set out in the Corporate Governance Report forming part of the Board's Report, and the prescribed amount will be spent during FY 201516 on CSR activities under approval and supervision of CSR committee.

10. DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed there under and the same have been posted on the website of the Company namely www.ramadacaravela. One minor complaint was received and resolved during the year.

11. HUMAN RESOURCES DEVELOPMENT:

The Company has continuously adopted structures that help attract best external talent and promote internal talent to higher roles and responsibilities. AHRIL's people centric focus, providing an open work environment fostering continuous improvement and development, helped several employees realise their career aspirations during the year.

Company's Health and Safety Policy commits to provide a healthy and safe work environment to all employees. The Company's progressive workplace policies and benefits, various employee engagement and welfare initiatives have addressed stress management and promoted work life balance.

12. BUSINESS RISK MANAGEMENT:

Pursuant to the requirement of Clause 49 of the Listing Agreement, the Company has constituted a Business Risk Management Committee. The details of the Committee and its terms of reference are set out in the Corporate Governance Report forming part of the Board's Report. The details of the CRMP are explained in the Corporate Governance Report and also posted on the Company's website viz www.ramadacaravela.com/ investor relations.

The Company has a robust Business Risk Management (BRM) framework to identify, evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Company's competitive advantage. The business risk framework defines the risk management approach across the enterprise at various levels including documentation and reporting. The framework has different risk models, which help in identifying risk trends, exposure and potential impact analysis at a Company level. Risk management forms an integral part of the Company's Mid-Term Planning cycle.

13. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

The Company has not granted any loans or provided any guarantees or made investments, hence no disclosures, which are required under Section 186 of the Companies Act, 2013, are applicable for the year.

14. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is defined in the Internal Audit Charter. To maintain its objectivity and independence, the Internal Auditor reports to the Chairman of the Audit Committee of the Board.

The Internal Auditors monitor and evaluate the efficacy and adequacy of the internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all levels of the Company. Based on the report of internal auditors, the management undertakes corrective action in their respective areas and thereby strengthens the controls. Important audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

15. WHISTLE BLOWER POLICY:

The Company has in place a vigil mechanism pursuant to which a Whistle Blower Policy has been in force. The Policy was approved on August 1, 2014. The Whistle Blower Policy covers all employees and directors and is posted on the Company's website viz www.ramadacaravela.com/investorrelations).

16. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):

The Board of Directors had appointed Adm. Sureesh Mehta (Retd.) and Mr. Adhiraj Harish as Directors of the Company in the category of Independent Directors with effect from September 24, 2014 and November 10, 2014 respectively. Thereafter, at the Extraordinary General Meeting (EGM) of the Company held on December 22, 2014, the Members of the Company appointed the said Directors as Independent Directors under the Companies Act, 2013 ('the Act') for a period of 5 years with effect from December 22, 2014.

Pursuant to the provisions of Section 149 of the Act, which came into effect from April 1, 2014, Mr. Prakash Mehta, Mr. Vinod Dhall, Adm. Sureesh Mehta (Retd.) and Mr. Adhiraj Harish were appointed as Independent Directors by the Shareholders at their meetings held on September 24, 2014 (AGM) and December 22, 2014 (EGM). The terms and conditions of appointment of Independent Directors are as per Schedule IV of the Act. They have submitted a declaration that each of them meets the criteria of independence as prescribed in Section 149(6) of the Act and there has been no change in the circumstances, which may affect their status as Independent Director during the year.

The Independent Directors are to hold office for a term of 5 years i.e. Mr. Prakash Mehta and Mr. Vinod Dhall till September 23, 2019 and Adm. Sureesh Mehta and Mr. Adhiraj Harish till December 21, 2019.

Mr. K. Kannan, an Independent Director of the Company, ceased to be a Director of the Company with effect from December 18, 2014 due to his sad demise. The Board has placed on record its appreciation for the outstanding contributions made by Mr. K.Kannan during his tenure of office.

Mr. Anil Harish, an Independent Director of the Company, resigned from the Board of Directors with effect from September 30, 2014 to comply with the amendment to the Listing Agreement with the Stock Exchanges, which restricts maximum number of Directorships by the individuals. The Board has placed on record its appreciation for the outstanding contribution made by Mr. Anil Harish during his tenure of office.

In accordance with the provisions of the Companies Act, 2013, Mrs. Menaka S. Advani, Director of the Company, retires by rotation and is eligible for re-appointment.

Pursuant to the provisions of Section 203 of the Act, came into effect from April 1, 2014, the appointments of Mr. Sunder G. Advani, Chairman & Managing Director, Mr. Shankar Kulkarni, Chief Financial Officer and Mr. Raju

M. Bamane, Company Secretary, were formalized as the Key Managerial Personnel of the Company.

Mr. Raju M. Bamane, Company Secretary and Key Managerial Personnel of the Company, resigned from the services of the Company w.e.f. June 15, 2015. Another qualified Company Secretary has been appointed, who will be assuming charge from the third week of August 2015.

17. NUMBER OF MEETINGS OF THE BOARD:

The details of the number of meetings of the Board held during the financial year 2014-15 forms part of the Corporate Governance Report, which forms part of the Annual Report.

18. BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit and Nomination & Remuneration Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

In a separate meeting of Independent Directors, performance of non-independent directors, performance of the Board as a whole and performance of the Chairman was evaluated, taking into account the views of Executive and Non-Executive Directors. The same was discussed in the Board Meeting that followed the meeting of the Independent Directors, at which the performance of the Board, the Committee and individual directors was also discussed.

19. MEETINGS:

A calendar of Meetings is prepared and circulated in advance to the Directors, the details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

20. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND OTHER DETAILS:

The Company's policy on Directors' appointment and remuneration and other matters provided in Section (3) of the Act has been disclosed in the Corporate Governance Report, which forms part of the Annual Report.

21. INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY:

The Company has designed and implemented a process driven framework for Internal Financial Controls (IFC) within the meaning of the explanation in Section 134(5)(e) of the Companies Act, 2013.

For the year ended March 31, 2015, the Board is of the opinion that the Company has sound IFC, commensurate with the nature and size of the business operations, wherein controls are in place and operating effectively and no material weaknesses exist. The Company has a process in place to continuously monitor the existing controls and identify gaps, if any, and implement new and / or improved controls wherever the effect of such gaps would have a material effect on the Company's operations.

22. AUDIT COMMITTEE:

The details pertaining to composition of Audit Committee are included in the Corporate Governance Report, which forms part of the Annual Report.

23. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 134(5) of the Companies Act, 2013, as amended, with respect to the Directors' Responsibility Statement, it is hereby confirmed that:

(i) In the preparation of the accounts for the financial year ended March 31, 2015, the applicable Accounting Standards have been followed along with proper explanation relating to material departures; if any;

(ii) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates made 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, 2015 and of the profit and loss of the Company for the year ended March 31, 2015;

(iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act for safeguarding the assets of the Company and for preventing fraud and other irregularities;

(iv) The Directors have prepared the annual accounts for the financial year ended March 31, 2015 on a "going concern" basis;

(v) The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

(vi) 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.

24. RELATED PARTY TRANSACTIONS:

During the period under review, the Company had not entered into any material transaction with any of its related parties. None of the transactions with any of the related parties were in conflict with the Company's interest. All related party transactions are negotiated on an arms length basis and are intended to further the Company's interest.

All Related Party Transactions are placed before the Audit Committee as also the Board for approval. Prior omnibus approval of the Audit Committee is obtained on a quarterly basis for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted are audited and a statement giving details of all related party transactions are placed before the Audit Committee and the Board of Directors for their approval on a quarterly basis.

25. STATUTORY AUDITORS:

At the 27th Annual General Meeting of the Company held on September 24, 2014, M/s. J. G. Verma & Co., Chartered Accountants, Mumbai, have been appointed as Statutory Auditors of the Company till conclusion of the Thirtieth Annual General Meeting of the Company to be held in the year 2017, subject to ratification of their appointment at every Annual General Meeting. As required under Clause 49 of the Listing Agreement, the Auditors have confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India. They are eligible to continue as Statutory Auditors for the financial year 2015-16. Your Board recommends ratification of their appointment as the Statutory Auditors at the ensuing Annual General Meeting.

The observations and comments given in the Auditors' Report read together with the notes to the accounts are self explanatory and hence, do not call for any further information and explanation under Section 134(3) of the Companies Act, 2013.

26. SECRETARIAL AUDIT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Virendra G. Bhatt, Practicing Company Secretary, to undertake the Secretarial Audit of the Company. The Report of the Secretarial Auditor is annexed herewith as "Annexure A".

27. DISCLOSURE REQUIREMENTS:

(a) As per Clause 49 of the Listing Agreement with the Stock Exchanges, Corporate Governance Report with Certificate thereon by the Company's Auditors and Management Discussion and Analysis are attached, which form part of this Report.

(b) Details of the familiarization programme of the Independent Directors are available on the website of the Company. (URL: www.ramadacaravela.com/investorrelations)

(c) Policy on dealing with related party transactions is available on the website of the Company. (URL: www.ramadacaravela.com/investorrelations)

(d) The Whistle Blower Policy is in line with the provisions of the Section 177(9) of the Act and the revised Clause 49 of the Listing Agreements with Stock Exchanges and is available on the website of the Company (URL: www.ramadacaravela.com/investorrelations <)

28. FIXED DEPOSITS:

The Company has not accepted or invited any fixed deposits from the public in the year under review.

29. CODE OF BUSINESS CONDUCT:

As per the Listing Agreement, the Board has a 'Code of Conduct' in place whereby all Board Members and Senior Management have declared and complied with the said Code. A declaration to this effect signed by the Chairman & Managing Director has been obtained.

30. LISTING:

Your Company's equity shares are listed on the Bombay Stock Exchange (BSE), National Stock Exchange (NSE) and Delhi Stock Exchange (DSE). Your Company has paid the Listing Fees for the financial year 2015-16 to BSE and NSE. The Listing Fee invoice from DSE is being followed up and awaited.

31. CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION, FOREIGN EXCHANGE EARNINGS AND

OUTGO:

As required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, the particulars relating to conservation of energy, technology absorption and foreign exchange earnings and outgo are given in Annexure 'B' hereto and forms part of this Report.

32. EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as "Annexure C".

33. PARTICULARS OF EMPLOYEES:

The information required under Section 197 of the Act read with Rule 5(1) and Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 [Chapter XIII] is annexed herewith as "Annexure D".

34. ACKNOWLEDGEMENTS:

Your Directors appreciate the assistance provided by the bankers, the Goa Government and Wyndham Hotel Group (USA). We thank the Shareholders, our valued clients and the tour operators for their continued support. Your Directors also appreciate the contributions made by all employees to improve the operations of the Company.

For and on behalf of the Board of Directors

SUNDER G. ADVANI

Chairman & Managing Director

(DIN 00001365)

Place: Mumbai

Date: August 3, 2015