IIT Investrust Limited

DIRECTORS’ REPORT

TO,

THE MEMBERS

SHANTI EDUCATIONAL INITIATIVES LTD.

AHMEDABAD

Your Directors take pleasure in presenting their report on the business and operations of your Company for the year ended on 31st March, 2015.

FINANCIAL PERFORMANCE:

Your Company’s total income for the year 2014-15 is Rs. 66674223 compared to last year’s income of Rs. 64567788. The Profit Before Tax (after depreciation) during the year under review was Rs. 8874975 as compared to previous year’s figure of Rs.601739. Your Company has earned Net Profit of Rs. 5818882 against the Net Profit of Rs. 410944 during the previous year. Your Company expects to achieve better performance during the current year.

DIVIDEND:

Your Directors have not recommended any dividend during the year under review.

FIXED DEPOSIT:

The Company has not accepted or renewed any deposits during the year. There are no outstanding and overdue deposits as at 31st March, 2015.

DIRECTORS’ REPORT

EXTRACT OF ANNUAL RETURN:

The extract of Annual Return as on March 31, 2015 in the prescribed Form No. MGT-9, pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12 (1) of the Companies (Management and Administration) Rules, 2014 is attached herewith as `Annexure A` and forms part of this Report.

BOARD OF DIRECTORS:

In accordance with the Articles of Association of the Company and the provisions of the Companies Act, Mr. Jaiprakash Chiripal, Director of the Company who retires by rotation from the Board of Directors of the Company at the ensuing Annual General Meeting during the year under review, and offers himself for reappointment. Mrs. Vineeta Chiripal appointed as Managing Director of the Company with remuneration of Rs.40,000 p.m.

Mr. Anand Agrawal resigned as an Independent Director with effect from 17th February,2015 and Mr. Bimal Kumar Balasaria was appointed as an Independent Director from the same date.

After that, Mr. Bimal Kumar Balasaria resigned as an Independent Director from the Board with effect from 01st July, 2015.The Board places on record his appreciation and gratitude for his guidance and valueable contribution during their association with the Company.

Mr. Binod Agrawal and Mrs. Suruchi Saraf were appointed as Additional Directors with effect from 01st July, 2015 and 03rd August, 2015 respectively. Both Additional Directors were appointed in the capacity of Independent Directors. They holds the office upto the date of forthcoming Annual General Meeting and are eligible for appointment as Directors.

Declaration of Independence:

Your Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under the provisions of Companies Act, 2013 read with the schedules and rules issued thereunder as well as Clause 49 of the Listing Agreement so as to qualify themselves to be appointed as Independent Directors.

NO. OF BOARD MEETINGS:

During the financial year, six Board Meetings were held on 09th June, 2014, 01st September, 2014, 06th September, 2014, 25th September, 2014, 20th January, 2015 & 17th February, 2015 respectively.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 134(5) of Companies Act 2013, with respect to the Directors’

Responsibility Statement, your directors hereby confirm that:

(a) In preparation of the Annual Accounts, the applicable accounting standards have been followed. Necessary explanations are given for material departures, if any;

(b) Such accounting policies have been selected and applied consistently and judgments and estimates made that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company as at March 31, 2015 and of the profit of the Company for the year ended on that date;

(c) Proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for prevention and detection of fraud and other irregularities;

(d) The Annual Accounts of the Company have been prepared on a going concern basis.

(e) The Directors has devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. This will ensure legal compliance in all areas of companies operations.

Material changes and commitments affecting the financial position of the Company:

The business of the Company has been diversified from textile and related activities to education and other related matters. Therefore, the main object of the company has been changed accordingly except that there have been no material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

STATUTORY AUDITORS:

The Company’s Auditors, M/s. Anil S. Shah & Co., Chartered Accountants, who retire at the ensuing Annual General Meeting of the Company are eligible for reappointment. They have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed thereunder and being eligible have consented and offered themselves for re-appointment as Statutory Auditors for the financial year 2015-16 for reappointment as Auditors of the Company.

There are no observations (including any qualification, reservation, adverse remark or disclaimer) of the Auditors in their Audit Report that may call for any explanation from the Directors. Further, the notes to accounts referred to in the Auditor`s Report are self-explanatory.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

The Company has not received any significant or material orders passed by any regulatory authority, court or tribunal which shall affect the going concern status of the Company's operations.

ADEQUACY OF INTERNAL FINANCIAL CONTROL:

The Company has clearly defined organization structure and lines of authority and sufficient control is exercised through quarterly and annual business review by the Management. The Company has adopted a well-defined system to ensure adequacy and efficacy of the Internal Financial Control function.

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

The Company is not a manufacturing company so there is not much power requirement for its activities.

There is no specific investment plan for energy conservation. There is no technology absorption and Company has not incurred any Research and Development expenditure. There is no foreign exchange earnings and outgo during the year under review.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

Details of loans and investments by the Company to other bodies corporate or persons are given in notes to the financial statements.

TRANSFER TO RESERVES:

The Company proposes to transfer NIL amount to the General Reserve out of the amount available for appropriation.

DIRECTORS’ REPORT

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES AS PER COMPANIES ACT, 2013:

The Company has entered into transactions with related parties as defined under section 2(76) of the Companies Act, 2013 read with Companies (Specification of Definitions Details) Rules, 2014. The transactions were carried out in the ordinary course of business and on arm's length basis and in accordance with the provisions of the Companies Act, 2013.

There were no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large, form AOC – 2 is attached as part of the Directors Report.

DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY:

The Company has a well-defined risk management framework in place. Further, it has established procedures to periodically place before the Board, the risk assessment and management measures.

FIXED DEPOSIT:

The Company has not accepted or renewed any deposits during the year. There are no outstanding and overdue deposits as at 31st March, 2015.

SECRETARIAL AUDITORS AND THEIR REPORT:

The following companies are required to obtain Secretarial Audit Report:

1. Every listed company;

2. Every public company having a paid-up share capital of fifty crore rupees or more; or

3. Every public company having a turnover of two hundred fifty crore rupees or more.

“Turnover” means the aggregate value of the realisation of amount made from the sale, supply or distribution of goods or on account of services rendered, or both, by the company during a financial year. [Section 2(91)]

The company does not fall under any of the above mentioned categories, hence it need not appoint Secretarial Auditor for the year 2014-2015.

PARTICULARS OF EMPLOYEES:

The Company does not have any employee in the category as specified under Section 217(2A) of the Companies Act, 1956.

COMMITTEES OF THE BOARD:

During the year, in accordance with the Companies Act, 2013, the Board constituted and /or reconstituted its committees. There are currently three Committees of the Board, as follows:

AUDIT COMMITTEE

The Audit Committee of the Company is constituted in line with the provisions of Section 177 of the Companies Act, 2013. The Audit Committee comprises one Non-Executive Independent Director and two Non- Executive Directors who are well versed with financial matters and corporate laws. Further the board has accepted all the recommendations made by the Audit Committee during the year. The members of the Audit Committee are:

Mr. Binod Agrawal - Chairman

Mrs. Vineeta Chiripal - Member

Mr. Jaiprakash Chiripal - Member

VIGIL MECHANISM:

Pursuant to provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies(Meeting of Board and its Powers) Rules, 2014 the Board of Directors had approved the Policy on Vigil Mechanism/Whistle Blower Policy. Through this policy Directors, Employees or business associates may report the unethical behavior, malpractices, wrongful conduct, frauds, violations of the Company's code etc. to the Chairman of the Audit Committee.

ACKNOWLEDGEMENT:

Your Directors place on records their appreciations for the contributions made by the employees at all levels for their dedicated services enabling the Company to achieve a satisfactory performance during the year under review.

Your Directors also take this opportunity to place on record the valuable co-operation and continued support extended by the Company’s Bankers, and other business associates.

By Order of the Board of Directors

Vineeta Chiripal

Managing Director

Jaiprakash Chiripal Director

Place: Ahmedabad

Date: 03rd August, 2015