IIT Investrust Limited

Directors' Report

To,

The Members,

Pithampur Poly Products Limited,

Your Directors have pleasure in presenting their 18th Annual Report on the business and operation of the Company and the accounts for the Financial Year ended 31st March, 2015

1) EXTRACT OF ANNUAL RETURN :-

The Extract of Annual Return in form MGT-9 as per section 92 of the Companies Act, 2013 and the relevant rules is annexed as Annexure-A.

2) DIVEDEND

Considering the Company's Financial Performance, the Directors do not recommended any dividend for this year.

4) DIRECTORS' RESPONSIBILITY STATEMENT :-

Pursuant to the requirements of section 134(5) of the Companies Act, 2013 with respect to Directors' Responsibility Statement, it's hereby confirmed:

(i) That in the preparation of the accounts for the financial year ended 31s1 march 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures from the same;

(ii) That 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 of the Company for the year under review;

(iii) That the directors have been 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;

(iv)That the directors have prepared accounts for the financial year ended 31s' march 2015 on a going concern basis; and

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

(vi) That proper internal financial controls are followed by the Company and that such financial controls are adequate and are operating effectively; and

5) STATUTORY AUDITORS

pursuant to the provisions of Section 139 and other applicable provisions, if any, of the Companies Act,2013 (including any statutory modification or re-enactment thereof for the time being in force) and the Companies (Audit and Auditors Rules), 2014 made there under, as amended from time to time and pursuant to the recommendations of the Audit Committee of the Board of Directors, M/s Arif Jain & Associates, Chartered Accountants who retires and being eligible, offers himself for reappointment be and is hereby re-appointed as a statutory auditors of the Company for the financial year 2015-16 and they shall hold office up to the conclusion of the Annual General Meeting to be held for the Financial Year 2015-16 and that the Board of Directors be and is hereby authorized to fix the remuneration payable to them for the financial year ending March 31, 2016, on the recommendation of the audit committee in consultation with the Statutory Auditors of the Company.

6) DEPOSITS

Your Company has not accepted any deposit within the meaning of provisions of Section 73 of Companies Act, 2013 read with the Companies (Acceptance of Deposits) Amendment Rules, 2015.

7) STATEMENT OF DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SECTION 149(6) :-

The company has three independent directors and all have given the declarations declaring that they are qualified and does not hold any disqualifications to act as independent directors. Their declarations have been taken on record by the Board in its meeting held on 31.03.2015

8) EXPLANATIONS OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION, RESERVATION OR ADVERSE REMARK OR DISCLAIMER BY AUDITOR IN HIS REPORT AND BY COMPANY SECRETARY IN PRACTICE IN HIS SECRETARIAL AUDIT REPORT :-

The Auditor's Report is self explanatory and there are no qualifications, reservation or adverse remarks made by the auditors. Hence no comments are required. The Company Secretary in his audit report raised queries regarding non publication of quarterly results and book closure. Your directors placed on record the queries raised by him and noted the same for future compliances. Further he raised a query for non appointment of a woman director. In this respect the Company has appointed a woman director on 05/06/2015.

9) PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 :-

The particulars of loans, guarantees or investments under section 186 is furnished in Annexure-B and is attached to this report.

10) CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SECTION 188(1) :-

The particulars of contract or arrangement made with related party pursuant to section 188 is furnished in Annexure-C and is attached to this report.

12) MATERIAL CAHNGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMNPANY WHICH HAVE OCCRRED BETWEEN THE END OF THE FNANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

No material changes and commitments affecting the financial position of the company occurred between the end of the financial year of the company to which the financial statements relate on the date of this report.

13) ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual evaluation of its own performance, performance of its Directors individually as well as the evaluation of the working of its Committees. The evaluation of all the directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board. The evaluation process has been explained in the Corporate Governance Report section which forms part of this report.

14) THE CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Provisions of section 134(m) of the Companies Act, 2013 do not apply to our company and hence required information is Nil. There was no foreign exchange earnings and outgo during the year.

15) STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THECOMPANY

The company does not have risk management policy as the elements of the risk threatening the company's existence s very minimal.

16)DETALS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCAL RESPONSBLITYINITIATVES

The company has not developed and implemented the following corporate responsibility initiatives during the year under review.

17) LISTING OF SHARES

Company's shares are listed with BSE Limited. The company has paid annual listing fee forfinancial year2015-16

18) INDUSTRIAL RELATIONS:

Company's Industrial relations continued to be healthy, cordial and harmonious during the period under review.

19) GENERAL DISCLOSURES:

(I) There are no significant and/or material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of the Company.

(II) No material changes and commitments affecting the financial position of the company have occurred between the end of the financial year to which the financial statements relate and the date of this directors report.

20) ENVIRONMENT AND SAFETY:

The Company is conscious of the importance of environmentally clean and safe operations. The Company's policy required conduct of operations in such a manner, so as to ensure safety of all concerned, compliances environmental regulations and preservation of natural resources.

21)SAD DEMISE OF MR. SHARAD DUBEY, INDEPENDENT DIRECTOR OF THE COMPANY:

Your Board regrets to inform the sad demise of our beloved independent directors Mr. Sharad Dubey. Your Directors pray God to rest the soul of demised director in peace and give courage to his family to overcome the sorrow.

22) ACKNOWLEDGMENT:

On behalf of the Directors of the Company, I would like to place on record our deep appreciation to our Shareholders, Customers, Business Partners, Vendors, both international and domestic, Bankers, Financial Institutions and Academic Institutions. Your Directors also wish to place on record their sincere thanks to the Government of India and the various Ministries, the State Governments and the various Ministries, the Central and State Electricity Regulatory authorities, communities in the neighborhood of our operations, Municipal and local authorities in areas where we are operational.

For and on behalf of the Board of Directors

Pithampur Poly Products Limited

RAJENDRA TEKRIWAL

Chairman and Managing Director

DIN 00011492

Place: Indore

Date: 15/07/2015