IIT Investrust Limited

DIRECTORS' REPORT

Dear Shareholders,

Your Directors have pleasure in presenting their 21st Annual Report on the business and together with Annual Audited Financial Statements and Auditors' Report for the year ended 31st March, 2015.

STATE OF AFFAIRS OF THE COMPANY

Your Company has made net Loss of Rs. 98.47 Lacs as on 31st March, 2015 as compared to the net profit of Rs. 68.43 Lacs during the previous year. Directors are making sincere efforts to increase the profit of the Company.

During the year the Company has processed a total of 552650 KG of Peas in Pea Season as compared to previous year a total of 898485 KG of peas in the season There is lot of scope in food processing industry and management are making sincere effort to capitalize it. During the year no constructional activity undertaken by the company.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in MGT-9 is annexed herewith as ANNEXURE-I and forming part of this report.

NUMBER OF BOARD MEETINGS

During the year under review 9 (Nine) Board Meeting were held the details of which are given in Corporate Governance Report. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134 (5) of the Companies Act, 2013 the Board of Directors, to the best of knowledge and ability, confirms that:

1. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

2. 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 ending on March 31, 2014 and profit and loss of the company for that period;

3. 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;

4. the Directors had prepared the annual accounts on a going concern basis;

5. the Directors had laid down internal financial controls for the company which are adequate and are operating effectively;

6. the Directors had devised proper system to ensure compliance with the provisions of all applicable laws and such systems were adequate and operating effectively.

STATEMENT ON DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declaration from each Independent Director under section 149(7) of the companies Act, 2013, that he/she meets the criteria of independence as laid down in Section 149(6) of the Companies Act, 2013 and clause 49 of the Listing Agreement and one meeting of Independent Directors was held as schedule IV of the Companies Act, 2013

RESERVES

The Board of Directors of the Company has decided not to propose any amount to carry any reserves in the Balance Sheet.

DIVIDEND

The Board of Directors has decided not to recommend any amount of dividend with a view to conserve resources.

DEPOSITS

The company has not invited any deposits from public during the year under review.

CHANGE IN THE NATURE OF BUSINESS

There is no change in the nature of Business of the Company.

CHANGE IN SHARE CAPITAL

There is no change in the share capital of the company during the year under review.

PARTICULARS OF LOANS, GURANTEES OR INVESTMENTS

The particulars of Loans, gurantees & investments under section 186 of the Companies Act, 2013 have been disclosed in the Balance Sheet.

PARTICULARS OF CONTRACTS AND ARRANGEMENTS

All the related party transactions (if any) are entered on arm's length basis and in the ordinary course of business. All the transactions are in compliance with the applicable provisions of the relevant act and Listing Agreement .There was no related party transactions which may have potential conflict with the interest of the company.

SUBSIDIARY/JOINT VENTURE/ASSOCIATE COMPANY

No Company has become or ceased to be its subsidiary, joint ventures or associate Company during the year 2014-15.

FINANCIAL INFORMATION OF SUBSIDIARY/JOINT VENTURE/ASSOCIATE COMPANY

The company has no subsidiary, joint ventures or associate Company so this disclosure is not applicable.

SIGNIFICANT AND MATERIAL ORDER

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

MATERIAL CHANGES AND COMMITMENTS

There was no material change and commitment affecting the financial position of the company in the financial year ended 31st March, 2015 to which the financial statement relates and the date of the report

CONSERVATION OF ENERGY

The Company is making efforts to reduce its dependence on State Electricity power supply. It uses Rice Husk for the boiler to eliminate use of Fuel Oil.

TECHNOLOGY ABSORPTION

The Company is making efforts for absorption of sophisticated technology.

FOREIGN EXCHANGE EARNING & OUTGO

During the year there are no earning and outgo of foreign exchange as already given in notes on Accounts.

CORPORATE SOCIAL RESPONSIBILITY

Provisions relating to Corporate Social Responsibility under Section 135 is not applicable to the company.

RISK MANAGEMENT POLICY

The company has developed and adopted a risk management policy which identifies all perceived risks which might impact the operations of the company. The company is taking appropriate measure to achieve proper balance between risks and rewards.

FORMAL EVALUATION OF BOARD

Evaluation of all Board members is done annually .The evaluation is done by board, Nomination and Remuneration committee and Independent Directors with specific focus on performance and effective functioning of board and individual directors. Criteria for evaluation of board as a whole includes frequency, length, transparency, flow of information, administration and disclosure of board meetings held. Individual directors can be evaluated on the basis of their ability to contribute good governance practices, to address top management issues, long term strategic planning, individually time spent, attendance & membership in other committees, core competencies and obligation fiduciary responsibilities, etc.

NOMINATION AND REMUNARATION POLICY

As required under Clause 49(IV) (B) of the Listing Agreement read with Section 134(3)(e) of the Companies Act,2013,the company has a policy on Directors Appointment and remuneration including criteria for determining qualificatios,positive attributes, independence of a director and other matters provided under sub section 3 of Section 178 of the companies Act,2013 is annexed herewith ANNEXURE-II and forming part of this Report.

VIGIL MECHANISM

As required under clause 49(II)(F) of the Listing agreement read with Section 177(9) of the Companies Act,2013,the company has established a Vigil Mechanism for their Directors and Employee to report their genuine concerns or /grievances.

The mechanism also provides for adequate safeguard against victimization of Employee and directors person who avail of the mechanism and make provisions for direct access to the Managing Director.

PARTICULARS OF DISCLOSURE OF REMUNARATION OF DIRECTOR AND EMPLOYEE

As required under Section 197(12) of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rule, 2014, the ratio of remuneration of each director to the median employee's remuneration and other details are annexed as ANNEXURE-III and forming part of this Report.

Your company is not paying any remuneration to its Managing Director or other Director for attending Board Meeting and Committee thereof. The details of Remuneration given to CFO and Company Secretary is mentioned in MGT-9 as

ANNEXURE-I.

There is no employee drawing remuneration of Rs.60 Lacs or more in a financial year or drawing a remuneration of Rs.5.00 lacs per month under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rule, 2014.

MANAGEMNT DISCUSSION AND RISK ANLYSIS REPORT

The Management Discussion and analysis as required under Clause 49(VIII)(D) of the Listing Agreement is annexed as ANNEXURE-IV and forming part of this Report.

AUDIT COMMITTEE AND STAKEHOLDERS RELATIONSHIP COMMITTEE

The Details of the all these Committees are given in Report on Corporate Governance as annexed as ANNEXURE-VI and forming part of this Report.

APPOITMENT, REAPPOITMENT OF DIRECTORS & KMP

During the year under review Mr. Rameshchnadra Sharma (DIN-03355782) and Mrs.Kamal Saib(DIN-06942852) have been appointed as an Additional Directors (Independent ) of the Company and Mr. Mahesh Kumar Sharma, (DIN-00042874) who retires by rotation at the ensuing Annual General Meeting and, being eligible, offers himself for re-appointment. The Details of appointment and reappointments of Directors are already given in notice of Annual General Meeting. Mr.Subodh Kumar has been appointed as Chief Financial Officer (KMP) of the Company.

Mr. Mahesh Kumar Sharma (DIN-00042874) and Mr.R.C Sharma (DIN-00148867) are not fulfilling the criteria of Independence as per Section 149(6) of the Companies Act, 2013 so both are not treated as Independent Directors and further pursuant to Section 152(6)(e) Companies Act,2013 the period of office Independent Director is not liable to retire by rotation so the period of office of Mr.S.R Sahore (DIN00036146) is not liable to retire by rotation and all aforesaid stated Directors remain to be non-executive. Other changes in committees of directors given in Corporate Governance Section of this report.

INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has an internal control system, commensurate with the size, scale and complexity of its operation, the scope and authority of the internal audit function is well defined in the organization.

To maintain its objectivity and independence, Internal Audit function is laid before the Audit committee of the Board.

Based on the report of the Internal Audit & Audit Committee observation, corrective actions are undertaken by the respective department and thereby strengthen the controls.

LISTING OF SECUTIRIES OF THE COMPANY

The Securities of the Company is listed with Bombay Stock Exchange and Delhi stock Exchange but the SEBI has withdrawn the recognition of Delhi Stock Exchange on November, 19, 2014 and so the company is not complying with the listing requirement of Delhi Stock Exchange and has not paid the Annual Listing fee of Delhi Stock Exchange for the Year 2015-16.

Further Annual Listing fee of Bombay stock exchange has been paid for the year 2015-16.

STATUTORY AUDITOR

The Statutory Auditors of the Company M/s.Gaur V.K. & Company, Chartered Accountants, New Delhi, retire at the ensuing Annual General Meeting in accordance with the provisions of Section 139 of Companies Act, 2013 and Rules made thereunder, and being eligible, offer themselves for re-appointment as statutory auditors of the Company from the conclusion of ensuing AGM until the conclusion of next AGM

The Company has obtained the written consent for their appointment from the Statutory auditor and a certificate to the effect of their appointment, if made, shall be in accordance with the provision of the Companies Act,2013 and rule made thereunder and certificate to the effect that auditor satisfies the criteria provided under Section 141 of the Companies Act,2013

SECRETERIAL AUDITOR

Pursuant to the provisions of the Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rule 2014, the company has appointed M/s.S.K.Balecha & Co.(Practicing Company Secretary) bearing CP No.11159 to undertake the Secretarial Audit of the Company for the financial year 2014-15 and onward. Report on Secretarial Audit in Form MR-3 is annexed as ANNEXURE-V and forming part of this report.

QUALIFICATION, RESERVATION AND ADVERSE REMARK

Auditors' Report on Annual Accounts & Secretarial Audit Report of the company are self explanatory and do not contain any reservation, qualification & adverse remark or disclaimer made by Statutory Auditor and Secretarial Auditor so no comment or explanation is required by Board

INTERNAL AUDITOR

Pursuant to the provisions of the Section 138 of the Companies Act, 2013 read with the Companies (Accounts) Rule 2014, the company has appointed M/s.Rajesh Umashankar & Co (Chartered Accountants) as an Internal Auditor of the Company

INDUSTRIAL RELATIONS

During the period the relations with all employees of the company were cordial and congenial atmosphere prevailed .your directors appreciate for the devoted services rendered by the employees of the Company.

CODE OF CONDUCT

The company has formulated a code of Conduct for its Board of Directors and Members of Senior management. Board Members and Members of Senior Management have affirmed compliance with said code of conduct. A certificate thereon duly signed by Managing Director is annexed as ANNEXURE-VIII and forming part of this Report.

CORPORATE GOVERNANCE

LISTING OF SECUTIRIES OF THE COMPANY

Further Annual Listing fee of Bombay stock exchange has been paid for the year 2015-16.

STATUTORY AUDITOR

SECRETERIAL AUDITOR

QUALIFICATION, RESERVATION AND ADVERSE REMARK

INTERNAL AUDITOR

INDUSTRIAL RELATIONS

CODE OF CONDUCT

CORPORATE GOVERNANCE

As required by Clause 49 of the Listing Agreement with the Stock Exchanges, a Separate Report on Corporate governance, Auditors' Certificate on compliances with the conditions of Corporate Governance, Declaration by Managing Director under Clause 49(II)(E) and Certification by Managing Director and CFO under clause 49(IX) of the Listing and Management Discussion and Analysis are annexed as ANNEXURE VI, VII, VIII, IX& IV respectively and forming part of this report.

ACKNOWLEDGEMENT

Your Directors wish to convey their thankful appreciation for the constant and enthusiastic support of the Company's Customers, Shareholders, Suppliers, Bankers and the State & Central Governments without which the Company would not have been able to accomplish whatever it has actually attained.

Your Directors also take this opportunity to express their appreciation of the earnest efforts put in by the employees at all levels in achieving the corporate objectives.

By order of the Board of Directors ANS Industries Limited

Sd/- (Mehinder Sharma) Managing Director DIN:00036252

Sd/- (S.R. Sahore) Director DIN: 00036146

Place: New Delhi

Date: 24th August, 2015