You are here » Home » Companies » Company Overview » Industrial Investment Trust Ltd

Industrial Investment Trust Ltd.

BSE: 501295 Sector: Financials
NSE: IITL ISIN Code: INE886A01014
BSE LIVE 15:02 | 18 Sep 78.90 1.80
(2.33%)
OPEN

79.00

HIGH

79.75

LOW

74.15

NSE 10:51 | 20 Sep 77.00 0
(0.00%)
OPEN

75.05

HIGH

77.00

LOW

75.05

OPEN 79.00
PREVIOUS CLOSE 77.10
VOLUME 622
52-Week high 99.30
52-Week low 66.50
P/E
Mkt Cap.(Rs cr) 178
Buy Price 75.25
Buy Qty 20.00
Sell Price 78.90
Sell Qty 98.00
OPEN 79.00
CLOSE 77.10
VOLUME 622
52-Week high 99.30
52-Week low 66.50
P/E
Mkt Cap.(Rs cr) 178
Buy Price 75.25
Buy Qty 20.00
Sell Price 78.90
Sell Qty 98.00

Industrial Investment Trust Ltd. (IITL) - Director Report

Company director report

Dear Shareholders

Your Directors are pleased to present the Eighty Third Annual Report of the Companytogether with the Audited Statements of Accounts for the year ended March 31 2016.

Financial Performance Summary

Rs. in Lacs

Particulars

Financial Year ended

Standalone

Consolidated

31/03/2016 31/03/2015

31/03/2016

31/03/2015
Total Income 1709.84 1138.80

32793.84

33974.93
Profit/(loss) before Interest Depreciation & Tax (EBITDA) 699.90 461.46

(205.05)

826.54
Finance Charges 6.93 2.44

638.31

57.67
Depreciation 12.48 19.77

68.88

92.76
Provision for Income Tax (including for earlier years) 29.64 126.04

50.56

238.77
Net Profit/(Loss) After Tax 650.85 313.21

(962.80)

437.34
Profit/(Loss) brought forward from previous year 4234.04 4256.67

2895.16

3109.31
Reversal of excess tax on dividend
Less: Depreciation on transition to Schedule II of the Companies Act 2013 on tangible fixed assets with nil remaining useful life 1.82 14.23
Less: Loss for Associate for the year

37.65

168.87
Less: Profit or (Loss) Attributable to Minority interest

(242.16)

114.67
Profit/(Loss) carried to Balance Sheet 4884.89 4568.06

2136.87

3248.88
From this the Directors have transferred to:

Special Reserve

130.17 62.64

130.17

62.64
General Reserve
Capital Redemption Reserve
(i) The Directors have not recommended any Dividend for the year 2015-2016 [previous year dividend declared Rs.1.00 per equity share on 22547550 equity shares of Rs.10/- each] 225.44 225.44
(ii) Dividend declared at the rate of Rs.1.00 per CCPS on 720000 CCPS of Rs.10/- each in the year 2014-2015 0.04 0.04
Tax on proposed Dividend 45.90 65.61
Leaving a balance to be carried forward 4754.72 4234.04

2006.70

2895.15

*previous year figures have been regrouped/rearranged wherever necessary.

Results of operations and state of Company's affairs

The Company has earned pre-tax profit of Rs.680.49 lakhs during the year as compared toRs.439.25 lakhs in the previous year. The Revenue from operations during the year wasRs.1709.84 lakhs compared to Rs.1138.80 lakhs in the previous year. The income ofRs.1709.84 lakhs comprises of interest income of Rs.894.26 lakhs

and income from sale of investment property of the Company amounting to Rs.803.29lakhs. Net Provision of Rs.63.22 lakhs has been made towards diminution in value of quotedlong-term investments of the company as compared to Rs.279.04 lakhs in the previous year.

Business Overview

The Company is registered with Reserve Bank of India (RBI) as a Non-Deposit taking Non-Banking Financial Company (NBFC). It is a 'Systemically Important Non-Deposit taking NBFC'with its total assets being more than Rs.500 Crores. It is primarily a Holding Companyholding investments in its subsidiaries and other group Companies. The activities of theCompany comprises of Investment in equity shares quoted as well as unquoted units ofmutual funds Fixed deposits with renowned Banks InterCorporate Deposits and Loans to itsGroup Companies. The Board of Directors is apprised of the investments of the Company andit monitors the deployment of resources on regular basis.

During the year under review the Company has pruned its investment portfolio byselling certain quoted scrips where there was no remarkable appreciation or there wasconsiderable erosion in the market values.

The details of the Company's investments including a portfolio summary and analysis ofsecurities held are given in Note No. 2.8 to the Balance Sheet as on March 31 2016. Theloans to subsidiaries and other entities within the group and interest income on the sameare disclosed in Note No. 2.24 to the Balance Sheet as on March 31 2016.

The market value of the Company's quoted investments other than subsidiaries as onMarch 31 2016 was Rs.14.77 lakhs as compared to its cost of Rs.178.49 lakhs. Howevertotal provision of Rs.150.09 lakhs made towards permanent diminution in value ofinvestments has been considered adequate in view of investments being long term.

Material changes and commitments occurred after the close of the year till date of thisreport which affects the financial position of the Company

There were no material changes and commitments occurred after the close of the yeartill date of this report which affects the financial position of the Company.

Dividend

Your Directors regret to inform you that the Company has not recommended any dividendfor the financial year 2015-2016.

Management Discussion and Analysis

Management Discussion and Analysis comprising an overview of the financial resultsoperations/performance and the future prospects of the Company form part of this AnnualReport.

Change in Capital Structure

During the year under review there was no change in the Capital Structure of theCompany.

As on March 312016 the issued subscribed and paid up share capital of your Companystood at Rs.225475500/- comprising 22547550 Equity Shares of Rs.10/- each.

Consolidated Accounts

The Consolidated Financial Statements of your Company for the financial year 2015-16are prepared in compliance with applicable provisions of the Companies Act 2013Accounting Standard and the Listing Regulations. The Consolidated Financial Statementshave been prepared on the basis of audited financial statements of the Company itssubsidiaries associate and joint venture companies as approved by their respective Boardof Directors.

Subsidiary Associate and Joint Ventures Companies

Pursuant to sub-section (3) of section 129 of the Act the statement containing thesalient features of the financial statement of company's subsidiaries associate and jointventure Companies is given as Annexure 2.

Brief particulars about the business of each of the Subsidiaries and JointVenture/Associate Companies is given hereunder:-

Subsidiary Companies:

a. IIT Investrust Limited (IITIL)

IITIL is into Stock Broking and Depository facilities. Besides that IITIL alsoprovides Advisory and Consultancy services to various Body Corporates.

b. IITL Projects Limited - (IITLPL)

IITLPL is listed on Bombay Stock Exchange and certified as ISO 9001:2008 Company.

IITLPL is engaged in Real Estate business construction of residential complex in theNational Capital Region (NCR). It has acquired a plot of land on long term lease underBuilders Residential Scheme (BRS) of the Greater Noida Industrial Development Authority(GNIDA).

Apart from constructing its own project IITLPL is also engaged in construction ofresidential flats through Special Purpose Vehicles (SPVs) and these SPVs have beenallotted plots of land on long term lease under Builders Residential Scheme (BRS) of theNew Okhala Industrial Development Authority (NOIDA) and Yamuna Expressway Authority (YEA).The total lease hold area allotted to the Company alongwith SPVs is around 265000 sq.meters and the projects are under various stages of construction.

Project developed by the Company:

Express Park View I: This project is completed and the flats are being allotted tothe buyers.

Projects being developed by the Company jointly with SPVs:

1) The Hyde Park

2) The Golden Palms

3) Express Park View-II

4) The Golden Palm Village

c. IIT Insurance Broking and Risk Management Private Limited (IIT Insurance)

IIT Insurance had filed an application with Insurance Regulatory and DevelopmentAuthority of India (IRDAI) for renewal of the Direct Broker License for Category (Life) inSeptember 2015.

IRDAI vide its Letter dated January 05 2016 granted Renewal of Direct InsuranceBrokers License under Certificate of Renewal of License No. 398 for a period of threeyears with effect from October 20 2015 to October 19 2018.

During the year under review one additional branch was opened and one branch wasclosed. The total number of operational offices at the year end stood at 6.

d. IITL Marketing Management Private Limited (IMMPL) (Formerly known as IIT Media andEntertainment Private Limited

IIT Media and Entertainment Private Limited was incorporated on January 22 2010 forundertaking media business. Subsequently in the year 2014 the name of IIT Media andEntertainment Private Limited was changed to IITL Marketing Management Private Limitedalongwith its object clause to carry on business of direct marketing online marketingmultilevel marketing network marketing and to provide high quality of services inhospitality catering tourism and products to clients and consumers. However IMMPL didnot commence any business till date. In June 2016 IMMPL has applied under the 'Fast TrackExit 2011' Scheme for striking off the name of the company from the Register of Companiesunder Section 560 of the Companies Act 1956.

e. IITL Corporate Insurance Services Private Limited (IITL Corporate Insurance)

In January 2014 the Company had incorporated a wholly owned subsidiary viz. IITLCorporate Insurance Services Private Limited (ICISPL) for undertaking the business ofcorporate agency (Category: Life) of Future Generali India Life Insurance Company Limited(FGILICL).

However subsequently it was decided that the subsidiary company IIT Insurance Brokingand Risk Management Private Limited will continue with the business of Direct InsuranceBroking and therefore IITL Corporate Insurance made an application to FGILICL forwithdrawal of its proposal for undertaking Corporate Agency business (Category: Life).

Joint Venture/Associate Companies:

a. Future Generali India Life Insurance Company Limited (FGILICL) a Joint Venture :

The Company has made an investment of Rs.340 Crores in Future General India LifeInsurance Company Limited a joint venture of the company acquiring 22.5% of its equitycapital. The management views this as a long term investment and in positive light asinsurance industry plays a crucial role in growth and development of the overall economy.The other major shareholders are Participatie Maatschappij Graafschap Holland NV andFuture Group.

b. World Resorts Limited (WRL) an Associate Company:

WRL is into the business of hospitality and owns and operates a Five Star Resort by thename "Golden Palms Hotel & Spa" off Tumkur Road Bangalore. It also managesand operates hotels under the brand "Golden Palms". WRL also has a wholly ownedsubsidiary company by the name MRG Hotels Private Limited which owns a Hotel inMussoorie.

Internal financial controls and their adequacy

In order to ensure the effectiveness of the existing internal financial controls of thecompany and to improvise upon its design and implementation the Company engaged theservices of M/s Deloitte Touche Tohmatsu India Limited Liability Partnership ('DTTILLP')external consultants for providing Advisory Services on Internal Controls over FinancialReporting of the Company.

The documentation of process flow charts key controls Standard Operating Procedure(SOP) and risk control matrix have been compiled for all business functions.

M/s JPJ Associates Chartered Accountants a consulting/audit firm were appointed fordetermining the adequacy and operating effectiveness of the existing Internal FinancialControls over Financial Reporting of the Company on behalf of the management.

They have observed that there are no material weaknesses in the financial controls ofthe Company. Based on the above management believes that adequate internal financialcontrols exist in relation to its Financial Statements.

Directors and Key Managerial Personnel

Appointment

The Board of Directors on the recommendation of the Nomination and RemunerationCommittee in its Meeting held on November 07 2015 had appointed Mr. Deb Kumar BanerjeeLIC Nominee as an Additional Director (Non Executive/Non Independent Director) with effectfrom November 07 2015. We seek your confirmation for appointment of Mr. Deb KumarBanerjee as a Non Executive/Non Independent Director of the Company.

The Company has received Notice in writing from a Member alongwith the deposit of therequisite amount under Section 160 of the Act proposing the candidature of Mr. Deb KumarBanerjee for the office of Non Executive/Non Independent Director of the Company.

Based on the recommendation of the Nomination and Remuneration Committee and approvalof Audit Committee the Board of Directors appointed Mr. Kaushik Desai as Chief FinancialOfficer of the Company w.e.f. January 11 2016.

Further at the Board Meeting held on January 28 2016 Mr. Kaushik Desai ChiefFinancial Officer was designated as "Key Managerial Personnel" of the Companypursuant to Sections 2(51) and 203 of the Companies Act 2013 read with the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014.

Retiring by Rotation

In accordance with the Articles of Association of the Company Mr. Bipin AgarwalDirector retires by rotation at the ensuing Annual General Meeting and being eligibleoffers himself for re-appointment.

Resignation

Mr. P.K. Rath and Mr. R.S. Loona resigned as Directors from the Board with effect fromSeptember 28 2015 and June 21 2016 respectively. The Board places on record itsappreciation for the valuable contributions made by them during their tenure as Directorof the Company.

Familarisation Programme

The Company conducts suitable familiarisation programme for Independent Directors so asto associate themselves with the nature of the industry in which the Company operates andbusiness model of the Company in addition to regular presentations on financial statementsand other relevant data. In addition to the above Directors are periodically advisedabout the changes effected in the Corporate Law Listing Regulations and RBI regulationswith regard to their roles rights and responsibilities as Directors of the Company.

The details of the familiarisation programme have been disclosed and updated from timeto time on the Company's website and its weblink ishttp://www.iitlgroup.com/newStatic/AboutUs.aspx .

Meetings of the Board

Five meetings of the Board of Directors were held during the year. For further detailsplease refer Report on Corporate Governance.

Directors' Responsibility Statement

Pursuant to Section 134(3)(C) of the Companies Act 2013 your Directors to the bestof their knowledge and belief make following statements that:

(a) In preparation of the annual accounts for the year ended March 31 2016 theapplicable accounting standards read with requirements set out under Schedule III to theAct have been followed and there are no material departures from the same;

(b) Such accounting policies have been selected and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the company as at March 31 2016 and profit of the Company forthe year ended on that date;

(c) Proper and sufficient care has been taken for the maintenance

of adequate accounting records in accordance with the provisions of the Companies Act2013 for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;

(d) The annual accounts have been prepared on a going concern basis;

(e) The proper internal financial controls were in place and that such internalfinancial controls are adequate and were operating effectively;

(f) The systems to ensure compliance with the provisions of all applicable laws were inplace and that such systems were adequate and operating effectively.

Corporate Governance

Your Company has been practising the principles of good Corporate Governance over theyears and it is a continuous and ongoing process. A detailed Report on CorporateGovernance practices followed by your Company as prescribed by SEBI in Chapter IV readwith Schedule V of Listing Regulations together with a Certificate from the Auditorsconfirming compliance with the conditions of Corporate Governance are provided separatelyin this Annual Report.

Declaration by Independent Directors

The Company has received declarations from all the Independent Directors of theCompany confirming that they meet the criteria of independence as prescribed both underSection 149(7) of the Companies Act 2013 and Regulation 16(b) of Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations 2015.

Policy on appointment and remuneration for Directors Key Managerial Personnel andsenior management employees

The Board of the Directors has framed the policy which lays down a framework inrelation to Remuneration of Directors Key Managerial Personnel and Senior Management ofthe Company. This policy also lays down criteria for selection and appointment of BoardMembers. The Nomination and Remuneration Policy is annexed at the end of the CorporateGovernance Report.

Secretarial Audit

Pursuant to provisions of Section 204 of the Companies Act 2013 and rules madethereunder the Company has appointed M/s. Chandanbala Jain & Associates PracticingCompany Secretary (CP No. 6400) to undertake the Secretarial Audit of the Company. TheSecretarial Audit Report is included as Annexure 5 and forms an integral part of thisreport. The said Report does not contain any adverse observation or qualificationrequiring explanation or comments from the Board under Section 134(3) of the CompaniesAct 2013.

Particulars of Loans given Investments made Guarantees given and Securities provided

The provisions of Section 186 of the Act pertaining to investment and lendingactivities is not applicable to the Company since the Company is a Non-Banking FinancialCompany whose principal business is acquisition of securities.

Details of guarantees and/or security in connection with loans to other bodiescorporates or persons as covered under the provisions of Section 186 of the Act are givenin the Notes to the Financial Statements.

Capital Adequacy Ratio

Your Company's Capital to Risk Assets Ratio (CRAR) calculated in line with Non-BankingFinancial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank)Directions 2007 ("RBI Directions") stood at 81.48% above the regulatory minimumof 15%. Your Company's asset size is Rs.539.54 crores. The Company has received acertificate from the Auditors of the Company M/s. Deloitte Haskins and Sells CharteredAccountants pursuant to Non-Banking Financial Companies Auditors' Report (Reserve Bank ofIndia) Directions 2008 confirming compliance of the conditions with respect toSystemically Important Non-Deposit taking Non-Banking Financial Companies.

Conservation of energy technology absorption foreign exchange earnings and outgo:

The details of conservation of energy technology absorption foreign exchange earningsand outgo are as follows:

(A) Conservation of energy: Not Applicable

(B) Technology absorption: Not Applicable

(C) Foreign exchange earnings and Outgo: The Company had no foreign exchangeearnings and outgo during the financial year.

Risk Management

The Company has formulated a Risk Management Policy. The Company through the Committeefor Investments/Loans and Risk Management identifies evaluates analyses and prioritiserisks in order to address and minimize such risks. This facilitates identifying high levelrisks and implement appropriate solutions for minimizing the impact of such risks on thebusiness of the Company. The Committee submits its recommendations and comments forBoard's review and necessary action.

Corporate Social Responsibility (CSR)

The Corporate Social Responsibility Committee has formulated and recommended to theBoard a Corporate Social Responsibility Policy (CSR Policy) indicating the activities tobe undertaken by the Company which has been approved by the Board.

The CSR Policy is disclosed on the Company's websitehttp://www.iitlgroup.com/newStatic/AboutUs.aspx .

As part of CSR initiative your Company during the financial year 2015-16 has madecontribution of Rs.1100000/- out of the total contribution to be made of Rs.2450000/-to Vyakti Vikas Kendra India for promotion of Arts and Culture at the World CultureFestival held at Delhi as prescribed under Schedule VII of the Companies Act 2013.

The report on CSR activities is attached as Annexure 4 to this Report.

Vigil Mechanism/Whistle Blower Policy

The Company has a Vigil Mechanism/Whistle Blower Policy to report to the managementinstances of unethical behavior actual or suspected fraud or violation of the Company'scode of conduct. The details of the Vigil Mechanism policy have been provided in theCorporate Governance Report and also disclosed on the website of the Company vizhttp://www.iitlgroup.com/newStatic/ AboutUs.aspx.

Evaluation of the Board its Committees and individual Directors

Pursuant to the provisions of the Act the Board has carried out an annual evaluationof its own performance the individual Directors (including the Chairman) as well as anevaluation of the working of all Board Committees. The Board of Directors was assisted bythe Nomination and Remuneration Committee ("NRC"). The performance evaluationwas carried out by seeking inputs from all the Directors/Members of the Committees as thecase may be and discussions with the Directors by the Chairman of the NRC and the Chairmanof the Board. The criteria for evaluating the performance of the Board as a whole coveredvarious aspects of the Board's functioning such as fulfillment of key responsibilitiesstructure of the Board and its composition establishment and delineation ofresponsibilities of the Board Committees effectiveness of Board processes informationand functioning Board culture and dynamics etc. The criteria for evaluation ofindividual Directors covered parameters such as attendance and contribution at meetingsguidance to Management etc. The criteria for evaluation of the Board Committees coveredareas related to degree of fulfillment of key responsibilities adequacy of BoardCommittee composition effectiveness of meetings Committee dynamics quality ofrelationship of the Committee with the Board and the Management etc.

The feedback of the Independent Directors on their review of the performance ofNon-Independent Directors and the Board as a whole the performance of the Chairman of theCompany and assessment of the quality quantity and timeliness of flow of informationbetween the Company Management and the Board was taken into consideration by the Board incarrying out the performance evaluation.

Extract of Annual Return

Pursuant to section 92(3) of the Companies Act 2013 ('the Act') and rule 12(1) of theCompanies (Management and Administration) Rules 2014 extract of annual return is Annexedas Annexure 1.

Auditors and Auditors' Report

M/s. Deloitte Haskins & Sells Chartered Accountants (Firm RegistrationNo.117365W) who are the Statutory Auditors of the Company hold office until theconclusion of the ensuing Annual General Meeting of the Company. It is proposed tore-appoint M/s. Deloitte Haskins & Sells Chartered Accountants as Auditors of theCompany from the conclusion of this Annual General Meeting until the conclusion of thenext Annual General Meeting of the Company.

M/s. Deloitte Haskins & Sells have confirmed their eligibility under Section 141 ofthe Companies Act 2013 and the Rules framed thereunder for re-appointment as Auditors ofthe Company. As required under Regulation 33(1)(d) of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Auditors have also confirmed that theyhold a valid certificate issued by Peer Review Board of the Institute of CharteredAccountants of India.

The observations and comments given by the Auditors in their report read together withnotes on financial statements are self explanatory and hence do not call for any furthercomments under Section 134 of the Act.

Related Party Transactions

The Company has laid down a Related Party Transaction (RPT) Policy for purpose ofidentification and monitoring of such transactions. The policy on Related PartyTransaction as approved by the Board is uploaded on the Company's weblink viz. http://www.iitlgroup.com/newStatic/AboutUs.aspx .

All Related Party Transactions are placed before the Audit Committee and also theMembers/Board for their approval wherever necessary.

All RPTs entered during the financial year by the Company are in ordinary course ofbusiness and on an arms' length basis. No material RPTs were entered during the financialyear. Accordingly the disclosure required u/s 134(3)(h) of the Act in Form AOC-2 is notapplicable to your Company.

Significant and material orders passed by the regulators

During the period under review there were no significant and material orders passed bythe regulators/ courts or tribunals that would impact going concern status of the Companyand its future operations.

Transfer of Amounts to Investor Education and Protection Fund

In terms of Section 205C of the Companies Act 1956 a sum of Rs.698900/- lying withthe Company as unclaimed dividend for the year 2007-2008 i.e. for a period of seven yearsfrom the date they became due for payment were transferred during the period under reviewto the Investor Education and Protection Fund.

Pursuant to the provisions of the Investor Education Protection Fund (Uploading ofinformation regarding unpaid and unclaimed amounts lying with companies) Rules 2012 theCompany has already filed the necessary form and uploaded the details of unpaid andunclaimed amounts lying with the Company as on the date of last AGM (i.e. September 162015) with the Ministry of Corporate Affairs.

Particulars of Employees and related disclosures

A) Details of the ratio of the remuneration of each Director to the median employee'sremuneration and other details as required pursuant to Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014:

S. Name of Director/KMP and No. Designation Remuneration of Director/KMP for financial year 2015-16 (in ') % increase in Remuneration in the financial year 2015-16 Ratio of remuneration of each Director/to median remuneration of employees Comparison of the Remuneration of the KMP against the performance of the Company
1 Dr. B. Samal Executive Chairman 4713676 4% 10.29 Profit before Tax increased by 54.92% and Profit After Tax increased by 107.80% in financial year 2015-16
2 Mr. Bipin Agarwal Non Executive Director 270000 (Sitting fees) 17% 0.59 Not Applicable
3 Mr. R.S. Loona Independent Director 750000 (Sitting fees) 14% 1.64 Not Applicable
4 Mr. Venkatesan Narayanan Independent Director 330000 (Sitting fees) 10% 0.72 Not Applicable
5 Mr. Shubhash Bhargava Independent Director 600000 (Sitting fees) 25% 1.31 Not Applicable
6 Mrs. Bhagyam Ramani Independent Director 180000 (Sitting fees) 200% 0.39 Not Applicable
7 Mr. P K Rath (LIC) Non Executive Director $ 180000 (Sitting fees) Not Applicable Not Applicable Not Applicable
8 Mr. Deb Kumar Banerjee (LIC) Non Executive Director # 270000 (Sitting fees) Not Applicable Not Applicable Not Applicable
9 Ms. Cumi Banerjee Chief Executive Officer & Company Secretary 3247830 13% Not Applicable Profit before Tax increased by 54.92% and Profit After Tax increased by 107.80% in financial year 2015-16
10 Mr. Kaushik Desai Group Chief Financial Officer @ 446237 Not Applicable Not Applicable ##

$ Mr. PK. Rath resigned as Director w.e.f. 28.09.2015

# Mr. Deb Kumar Banerjee was appointed as Director on the Board w.e.f. 07.11.2015

@ Mr. Kaushik Desai was appointed as Group Chief Financial Officer by Board w.e.f.11.01.2016

## Details not given since he was a Group Chief Financial Officer only for part of thefinancial year 2015-16 i.e. w.e.f. 11.01.2016

Note:The remuneration to Directors includes sitting fees paid to them for the financialyear 2015-16.

Notes:-

ii) Median remuneration of employees of the Company during the financial year 2015-2016was Rs.458185/-.

ii) Median remuneration of employees of the Company during the financial year 2014-2015was Rs.424903/-. In the financial year there was a marginal increase of 7.83% in themedian remuneration of employees upon appointment of a senior Key Managerial Personnel.

iii) There were 12 confirmed employees on the rolls of the Company as on March 312016.

iv) Relationship between average increase in remuneration and company performance-Average Remuneration increased during the year 2015-2016 by 19.63% whereas the Company'sPAT increased by 107.80%.

v) a) Variation in the market capitalization of the company:

The market capitalization as on March 31 2016 was Rs.147.24 Crores (' 168.66 Crores ason March 312015)

b) Price Earning Ratio of the Company was 22.60 as at March 31 2016 and was 53.81 as atMarch 312015.

c) Percentage increase over decrease in the market quotations of the shares of thecompany in comparison to the rate at which the company came out with the last publicoffer: The Company had come out with initial public offer (IPO) in 1934. The closing priceof the Company's equity shares on the NSE and BSE as of March 31 2016 was Rs.64.95 andRs.65.30 respectively representing a 549.50% (NSE) and 553% (BSE) increase over the IPOprice adjusted for stock splits and bonus to date. An amount of Rs.1000 invested in thesaid IPO would be worth '65300/- as on March 31 2016 (Ref: BSE Closing Price as on March31 2016). This excludes dividend payouts thereon. The total number of shares consideredfor the above calculation is 10000000 shares (excluding GDR and CCPS issue of theCompany)

vi) Average percentile increase already made in the salaries of employees other thanthe managerial personnel in the last financial year i.e. 2015-16 was 30.91% whereas theincrease in the managerial remuneration for the same financial year was 7.65%. (Thisexcludes the salary of the Chief Financial Officer of the Company since he joined theorganization in January 2016).

vii) The key parameters for the variable component of remuneration availed by thedirectors are considered by the Board of Directors based on the recommendations of theNomination and Remuneration Committee as per the Remuneration Policy for Directors KeyManagerial Personnel and other employees.

viii) The ratio of the remuneration of the highest paid director to that of theemployees who are not directors but receive remuneration in excess of the highest paiddirector during the year:- During fiscal year 2015-2016 no employee received remunerationin excess of the highest-paid Director.

ix) It is hereby affirmed that the remuneration paid is as per the Remuneration Policyfor Directors Key Managerial Personnel and other employees.

B) Details of every employee of the Company as required pursuant to rule 5(2) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014:

During the year under consideration none of the employees of the company was inreceipt of remuneration in excess of limits prescribed under clause 5(2) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014. Hence particulars asrequired under 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 have not been provided.

Public Deposits

During the year under review the Company has not accepted any deposits from thepublic.

Disclosures under Sexual Harassment of Woman at the Workplace (Prevention Prohibitionand Redressal) Act 2013

In accordance with the provisions of the Sexual Harassment of Woman at the Workplace(Prevention Prohibition and Redressal) Act 2013 Internal Complaints Committee (ICC) hasbeen set up to redress complaints. ICC has not received any complaints during thefinancial year 2015-16.

Acknowledgement

Your Directors place on record their appreciation for employees at all levels who havecontributed to the growth and performance of your Company.

Your Directors thank the bankers shareholders and advisers of the Company for theircontinued support.

Your Directors also thank the Central and State Governments and other statutoryauthorities/regulators for their continued support.

For and on behalf of the Board
Industrial Investment Trust Limited
Dr. B. Samal
Chairman
Date : August 09 2016 (DIN: 00007256)
Place : Mumbai