IIT Investrust Limited

DIRECTORS' REPORT

The Members,

1.The Directors of your Company are pleased to present the 21st Annual Report together with the Audited Financial Statements of the Company for the Financial Year ended 31st March, 2015.

2. Performance:

Your Directors wish to report that your Company has achieved the turnover of Rs. 2,788,963 for the year ended March 31, 2015 as against Rs. 2,051,486 for financial year 2013-2014. Similarly for the FY 14-15, Profit before Tax (PBT) stood at Rs. 903,131 and Net Profit (Profit After Tax) at Rs. 603,131 as against PBT of Rs.877,697 and PAT of Rs.577,697 for the previous financial year.

3. Dividend:

In order to conserve resources, the Board of Directors of your Company express their inability to recommend any dividend for the Financial Year 2014-15.

4. Management Discussion and Analysis Report:

Management Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement entered into with the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report.

5. Subsidiary, Joint Ventures and Associate Companies:

As on 31st March, 2015, your Company has no subsidiary company. There are no associate companies within the meaning of Section 2(6) of the Companies Act, 2013. Further the company has not entered into Joint Ventures with any company, details of which are mentioned in "Annexure V" in prescribed Form AOC 1.

6. Director's Responsibility Statement:

In terms of the provisions of Section 134 (5) of the Companies Act, 2013, your Directors confirm that:

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

• the Directors have selected such accounting policies and applied 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 as at March 31,2015 and of the profit and loss of the Company for the year ended on that date;

• the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

• the Directors have prepared the annual accounts on a "going concern basis";

• the Directors have laid down internal financial controls to be followed by the Company and that such controls are adequate and are operating effectively; and

• the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and are operating effectively.

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements as stipulated by Securities and Exchange Board of India (SEBI).

The report on Corporate Governance as per the requirement of the Listing Agreement forms an integral part of this Annual Report. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance is attached to the report on Corporate Governance

8. Transfer to Reserves:

During the year under review the company has not transferred any amount to reserves.

9. Share Capital

-I- Authorized Share Capital:

The Authorized Share Capital of the Company presently is 25, 00, 00, 000 (Twenty Five Crore only) divided into 25, 00, 00, 000 (Twenty Five Crore shares) at the Face Value (F.V.) of Re. 1 /- each. The Company Share price was Rs. 10/- which was later on sub divided into Rs 1/- in the meeting of 12th March, 2014.

Paid-up Share Capital:

The Issued, Subscribed and Paid up Capital of the Company is Rs. 6, 85, 48,000 (Six Crore Eighty Five Lakhs Forty Eight Thousand only) divide into 6, 85, 48, 000 shares of Re. 1/- each.

10. Capital Raising/ Preferential Allotment Of Warrants Converting To Equivalent Number Of Equity Shares And Utilization Of Proceeds Received From Preferential Allotment:

Preferential Issue of Warrants:

• In order to generate long term resources for implementing future growth plans, to augment the capital base, meet working capital requirements and to make strategic investments and to enable the Company to raise additional borrowing in case of requirement, during the year under review, the Company had issued and allotted warrants convertible into equal number of equity shares of Rs.10/- each on preferential basis to the promoters and non promoters, at the issue price calculated under SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009, on preferential basis duly approved by Shareholders and the Board of Directors of the Company.

• On May 07, 2014, the Company issued and allotted 25, 00, 000 Warrants convertible into equal number of equity shares of Rs. 10/- each at a premium of Rs. 90/- each, aggregating to Rs. 25,00,00,000/- to the promoters and non-promoters on preferential basis [in accordance with the Regulations for Preferential Issue contained in Chapter VII of the SEBI (Issue of Capital and Disclosure Requirements) Regulation, 2009]. The warrants shall be converted into Equity Shares, in one or more trenches, within 18 months from the date of their allotment

11. Related Party Transactions:

During the year, the Company has not entered into any contract/arrangement/transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions.

None of the transactions with related parties falls under the scope of Section 188(1) of the Act. Information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given in "Annexure IV" in Form AOC-2 and the same forms part of this report.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company's website at www.swagruhainfra.com .

12. Risk Management:

The Company has put in place a mechanism to identify, assess, monitor and mitigate various risks associated with the business. Major risks identified are systematically discussed at the meeting of the Audit Committee and Board of Directors of the Company. In line with the new regulatory requirement, the Company has framed the Risk Management policy to identify and assess the key risk areas, monitor and report compliance and effectiveness of the policies and procedures.

The Company has Internal Control Systems, commensurate with the size, scale and complexity of its operations. Significant observations and corrective actions thereon are presented to the Audit Committee from time to time.

14. Directors:

In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Babu Shaik, Director of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible have offered himself for re-appointment.

15. Key Managerial Personnel:

During the year under review, Mrs. Nerogi Lakshmi Kalyani, Managing Director and Mr. Babu Shaik, Chief Financial Officer (appointed w.e.f. 14th November, 2014) were designated as Key Managerial Personnel of the Company pursuant to Section 203 of the Companies Act, 2013.

16. Declaration by the Independent Directors:

The Company has received declarations under Section 149(7) of the Companies Act, 2013 from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

17. Performance Evaluation:

Clause 49 of the Listing Agreement mandates that the Board shall monitor and review the Board evaluation framework. The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual directors. Schedule IV of the Companies Act, 2013 states that the performance evaluation of Independent Directors shall be done by the entire Board of Directors, excluding the director being evaluated.

The evaluation of all the Directors, the Board as a whole and it various committees was conducted based on the criteria and framework adopted by the Board.

The Nomination and Remuneration Policy is annexed herewith as "Annexure VI".

18. Familiarization of Independent Directors:

The details of programmes for familiarization of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are put up on the website of the Company at www.swagruhainfra.com .

19. Auditors and Auditor's Report: -I- Statutory Auditors:

M/s Verma Mehta & Associates, Chartered Accountants were appointed as Statutory Auditors at the 20thAnnual General Meeting of the Company, for a term of five (5) consecutive financial years and they shall hold office till the conclusion of the 25th Annual General Meeting of the Company to be held in the year 2019, subject to ratification by the Shareholders at every Annual General Meeting. They have confirmed their eligibility to the effect that their re-appointment, if made, would be within the prescribed limits under the Companies Act, 2013 and that they are not disqualified for re-appointment.

Auditor's Report:

The Auditors Report to the Members on the Accounts of the Company for the financial year ended March 31, 2015 does not contain any qualification, reservation or adverse remark.

Internal Auditor:

The Company has appointed M/s Tejas Nadkarni & Associates as the Internal Auditor, qualified Chartered Accountants, Mumbai, who are responsible for conducting internal audit of the head office functions and reports directly to the Audit Committee of the Board.

Secretarial Auditors:

The Board has appointed Mr. Bimlendu Kumar, Practicing Company Secretary, to conduct Secretarial Audit for the financial year 2014-2015. The Secretarial Audit Report for the financial year ended 31st March, 2015 is annexed herewith as "Annexure III" to this Report.

20. Particulars of Loans, Guarantees and Investments:

During the year under review the Company has not taken any Loans, provided Guarantees nor made any Investments.

21. Committees of the Board:

The Board of Directors of your Company had already constituted various Committees in compliance with the provisions of the Companies Act, 2013/Listing Agreement viz. Audit Committee, Nomination and Remuneration committee, Stakeholders Relationship Committee.

During the year under review, in compliance with the provisions of Clause 49 of the Listing Agreement, the Board had also constituted the Risk Management Committee.

All decisions pertaining to the constitution of Committees, appointment of members and fixing of terms of reference/role of the Committees are taken on record by the Board of Directors.

Details of the role and composition of Committees, including the number of meetings held during the financial year and attendance at meetings, are provided in the Corporate Governance Section of the Annual Report.

22. Meetings of Board of Directors:

The Board met six (6) times during the Financial Year, the details of which are given in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between the two Board Meetings was within the period prescribed under the Companies Act, 2013 and the Listing Agreement.

23. Public deposits:

Your Company has not accepted any deposits from the public, or its employees during the year under review.

24. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo:

The information relating to the Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo as required to be disclosed under the Companies (Accounts) Rules, 2014, is given in "Annexure I" forming part of this Report.

25. Extract of Annual Return:

Extract of Annual Return of the Company for the Financial Year ended 31st March, 2015 in Form No. MGT-9 is annexed herewith as "Annexure II" to this Report.

26. Particulars of Employees and other Additional Information:

During the year ended March 31, 2015, no employee is drawing remuneration in excess of the amount prescribed under Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

27. Transfer of amount to Investor Education & Protection Fund (IEPF):

During the period under review your company has not transferred any amounts to Investor Education & Protection Fund.

28. Industrial relations:

The industrial relations continued to be generally peaceful and cordial during the year.

29. Corporate Social Responsibility (CSR):

The conditions prescribed in the section 135 of the Companies Act, 2013, requiring a Company to constitute a Corporate Social Responsibility Committee are not applicable to the Company. The Board of Directors periodically reviews the applicability of CSR rules to the Company.

30. Significant and material Orders passed by the Regulators/Courts, if any:

There are no significant material orders passed by the Regulators /Courts which would impact the going concern status of your Company and its future operations.

31. Acknowledgements:

Your Directors would like to acknowledge and express sincere appreciation from all stakeholders which inter alia includes Banks, Financial Institutions, Government Authorities, Customers, Vendors and members.

Your Directors recognize and appreciate the efforts and hard work of all the employees of the Company and their continued contribution to its progress.

By order of the Board

For Swagruha Infrastructure Limited

Sd/-N.L. Kalyani

CMD & Compliance Officer

DIN: 01669808

Hyderabad September 5, 2015