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Industrial Investment Trust Ltd.

BSE: 501295 Sector: Financials
NSE: IITL ISIN Code: INE886A01014
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VOLUME 13
52-Week high 159.00
52-Week low 70.00
P/E
Mkt Cap.(Rs cr) 192
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Industrial Investment Trust Ltd. (IITL) - Director Report

Company director report

Dear Shareholders

Your Directors are pleased to present the Eighty Fourth Annual Report of the Companytogether with the Audited Statements of Accounts for the year ended March 312017.

Financial Performance

The summarized standalone and consolidated results of your Company and its subsidiariesare given in the table below.

' in Lacs

Particulars

Financial Year ended

Standalone

Consolidated

31/03/2017 31/03/2016 31/03/2017 31/03/2016
Total Income 214.06 1709.84 32493.23 32793.84
Profit/(loss) before Interest Depreciation & Tax (EBITDA) (636.54) 699.90 (2108.87) (205.05)
Finance Charges 0.82 6.93 621.24 638.31
Depreciation 8.63 12.48 60.11 68.88
Provision for Tax (including for earlier years) (78.48) 29.64 (43.58) 50.56
Net Profit/(Loss) After Tax (567.51) 650.85 (2746.64) (962.80)
Profit/(Loss) brought forward from previous year 4754.72 4234.04 2006.70 2895.16
Share in Profit / (Loss) for Associate for the year _

-

40.23 (37.65)
Share in Profit / (Loss) Attributable to Minority interest 122.92 242.16
Less: Reversal of tax on proposed dividend for an earlier year by a jointly controlled entity 31.70
Profit/(Loss) carried to Balance Sheet 4187.22 4884.89 (545.09) 2136.87
From this the Directors have transferred to:

Special Reserve

130.17 130.17
General Reserve - - - -
Capital Redemption Reserve - - - -
Leaving a balance to be carried forward 4187.22 4754.72 (545.09) 2006.70

Previous year figures have been regrouped/rearranged wherever necessary.

Results of operations and state of Company's affairs

During the year the Company has incurred pre-tax Loss of ' 645.99 lakhs as compared topre-tax Profit of ' 680.49 lakhs in the previous year. The Revenue from operations duringthe year was ' 214.06 lakhs compared to ' 1709.84 lakhs in the previous year. Thereduction in Income is on account of non-repayment of interest on loans availed by groupcompanies which have become NPAs. No provision has been made towards diminution in valueof quoted long-term investments of the company as compared to ' 63.22 lakhs in theprevious 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 beingmore than ' 500 Crores. It is primarily a Holding Company holding investments in itssubsidiaries and other group Companies. The activities of the Company comprises ofInvestment in equity shares quoted as well as unquoted units of mutual funds Fixeddeposits with renowned Banks Inter-Corporate Deposits and Loans to its Group Companies.The Committee of Investments / Loans and Risk Management is entrusted with the power tomake investments and grant loans and the Board of Directors is apprised of the investmentsof the Company and monitors the deployment of resources on regular basis.

During the year under review the Company has sold most of the quoted scrips from itsinvestment portfolio where there was no remarkable appreciation since a long time or therewas considerable erosion in the market values. The details of the Company's investmentsand analysis of securities held are given in Note No. 2.8 to the Balance Sheet as on March312017. The loans to subsidiaries and other entities within the group and interest incomeon the same are disclosed in Note No. 2.23 to the Balance Sheet as on March 31 2017.

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

a) One Time Settlement of Loan with IITL Projects Limited: The Company had granted anunsecured loan amounting to ' 36.48 Crores in various tranches to IITL Projects Limited(IITLPL) for its business purpose over a period between February 2010 to September 2015.IITLPL was regular in servicing its interest obligation upto June 30 2015.

Due to crisis in real estate industry IITLPL and its Joint Ventures which are alsointo the business of Real Estate could not achieve the expected sales volume and revenuesto service its debt from July 01 2015.

IITLPL approached the Company with a request for One Time Settlement (OTS) of itsoutstanding loan and interest amount.

Pursuant to the approval received from the shareholders of the Company and IITLPL theCompany entered into One Time Settlement (OTS) Agreement on May 18 2017 with IITLPL forthe outstanding Unsecured Loan granted by the Company to IITLPL alongwith the outstandinginterest thereon. As per the terms of the OTS Agreement IITLPL has transferred 5000000Zero % Non-Convertible Redeemable Preference Shares amounting to ' 28.33 Crores of WorldResorts Limited and 10849120 Zero % Non-Convertible Redeemable Preference Shares ofCapital InfraProjects Private Limited amounting to ' 11.76 Crores in favour of theCompany. As per the terms of the OTS Agreement the Company has waived off the outstandingInterest for the period April 2016 to March 2017 amounting to ' 5.47 Crores with aRecompense Clause. The Company reserves the right to claim recompense in case IITLPL turnsprofitable in future and has surplus cash flows for the interest amount which has beenwaived off as part of One Time Settlement.

b) Restructuring of Loan of IITL-Nimbus The Express Park View (EPV II): TheShareholders of the Company through a Postal Ballot concluded on April 212017 hadaccorded their consent by an Ordinary Resolution to the Board of Directors forRestructuring of Unsecured Loan of ' 23.19 Crores granted to IITL-Nimbus The Express ParkView (EPV II) and interest outstanding thereon.

However the process of Restructuring of Loan could not be consummated within a periodof 120 days as stipulated by the provisions of Prudential Norms of the Reserve Bank ofIndia pertaining to Restructuring of Loans.

Subsequently EPV II requested the Company to restructure the said loan on revisedterms and conditions.

The said proposal is being placed at the ensuing Annual General Meeting for theapproval of the shareholders.

Dividend

In view of losses incurred by the Company your Directors have not recommended anydividend for the financial year 2016-2017.

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 312017 the issued subscribed and paid up share capital of your Companystood at ' 225475500/- comprising 22547550 Equity Shares of ' 10/- each.

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 isappended as Annexure 1.

Consolidated Accounts

The Consolidated Financial Statements of your Company for the financial year 2016-17are 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 Joint Venture /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). Under the Builders Residential Scheme (BRS) of the GreaterNoida Industrial Development Authority (GNIDA) IITLPL was allotted plots of land on longterm lease basis for construction of residential flats.

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 basis under Builders Residential Scheme (BRS)of the New Okhla Industrial Development Authority (NOIDA) Greater Noida IndustrialDevelopment Authority (GNIDA) and Yamuna Expressway Industrial Development Authority(YEIDA). The total lease hold area allotted to IITLPL alongwith SPVs is around 265000sq. meters and the projects are under various stages of construction.

Project developed by the Company:-

Express Park View I: This Project 'Express Park View I' has been developed andcompleted.

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)

During the year under review one branch was opened and three branches were closed. Thetotal number of operational offices at the year end stood at 4. IIT Insurance has alsoobtained online registration with Insurance Brokers Association of India (IBAI).

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

IITL Marketing Management Private Limited (Formerly known as IIT Media andEntertainment Private Limited) was incorporated on January 22 2010. IMMPL did notcommence any business till date. In June 2016 IMMPL applied to the Registrar of Companiesfor striking off the name of the company from the Register of Companies under 'Fast TrackExit 2011' Scheme.

Ministry of Corporate Affairs intimated IMMPL that pursuant to sub section (5) ofSection 560 of the Companies Act. 1956 the name of IITL MARKETING MANAGEMENT PRIVATELIMITED has been struck off from the Register of Companies w.e.f. October 25 2016 and itstands dissolved.

e. IITL Corporate Insurance Services Private Limited (ICISPL)

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

However subsequent to withdrawal of application for undertaking Corporate Agencybusiness (Category: Life) IITL Corporate Insurance has not commenced any business tilldate.

Joint Venture / Associate Companies:

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

In the year 2013 the Company had made an investment of ' 340 Crores in Future GeneraliIndia Life Insurance Company Limited to acquire 22.5% of its equity capital. Subsequent tothe acquisition FGILICL is a joint venture of the Company.

During the period August 2016 to April 2017 FGILICL came out with three Rights Issues.However the Company did not subscribe in the said Rights Issues. Subsequent to allotmentunder the Rights Issues the total number of Equity Shares of FGILICL increased from1452000000 to 1582822780. Consequent to that the Company's equity stake hasreduced from 22.50% to 20.64%. The management views this as a long term investment and inpositive light as insurance industry plays a crucial role in growth and development ofthe overall economy.

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 alsomanages and operates hotels under the brand "Golden Palms". WRL also has awholly owned subsidiary company by the name MRG Hotels Private Limited which owns a Hotelin Mussoorie.

Internal financial controls and their adequacy

As required by the Companies Act 2013 your Company has implemented an InternalFinancial Control (IFC) Framework. Section 134(5)(e) requires the Directors to make anassertion in the Directors Responsibility Statement that your company has laid downinternal financial controls which are in existence adequately designed and operateeffectively. Under Section 177(4) (vii) the Audit Committee evaluates the internalfinancial controls and makes a representation to the Board. The purpose of the IFC is toensure that policies and procedures adopted by your Company for ensuring the orderly andefficient conduct of its business are implemented including policies for safeguarding its

assets prevention and detection of frauds and errors accuracy and completeness ofaccounting records. The IFC framework implementation required all processes of yourCompany to be documented alongside the controls within the process. All processes weresatisfactorily tested for both design and effectiveness during the year.

M/s Patankar Sawant & Co. Chartered Accountants a consulting / audit firm wereappointed for determining the adequacy and operating effectiveness of the existingInternal Financial Controls over Financial Reporting of the Company on behalf of themanagement.

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 shareholders at the 83rd Annual General Meeting held on September 16 2016 approvedthe appointment of Mr. Deb Kumar Banerjee the LIC Nominee as a Non Executive / NonIndependent Director of the Company.

Retiring by Rotation

In accordance with the Articles of Association of the Company Dr. B. Samal Directorretires by rotation at the ensuing Annual General Meeting and being eligible offershimself for re-appointment.

Resignation

During the period under review Mr. R. S. Loona and Mrs. Bhagyam Ramani resigned asDirector from the Board with effect from June 21 2016 and June 01 2017 respectively. TheBoard places on record its appreciation for the valuable contribution made by them duringtheir tenure as Directors of the Company.

The Board in its meeting held on August 08 2017 accepted the resignation of Mr.Kaushik Desai from the post of Chief Financial Officer (KMP) of the Company from the closeof the business hours on August 08 2017. However the Board will try to fill the vacancyat the earliest in order to comply with the provisions of Section 203 of the CompaniesAct 2013.

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 is http://www.iitlgroup.com/newStatic/AboutUs.aspx.

Meetings of the Board

Six 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 2017 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 2017 and loss of the Company forthe year ended on that date;

(c) Proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

(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 practicing 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 in relation to Remuneration of Directors Key Managerial Personnel andSenior Management of the Company. This policy also lays down criteria for selection andappointment of Board Members. The Nomination and Remuneration Policy is uploaded on theCompany's weblink viz. http://www.iitlgroup.com/newStatic/AboutUs.aspx.

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.

The details of the related party transactions as per Accounting Standard 18 are set outin Note No 2.23 to the Standalone Financial Statements forming part of this report.

All RPTs entered during the financial year by the Company are in ordinary course ofbusiness and on an arms' length basis. Particulars of material contracts or arrangementsmade with related parties referred to in Section 188(1) of the Companies Act 2013 in theprescribed Form AOC-2 is appended as Annexure 3 to the Directors' Report.

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 website http://www.iitlgroup.com/newStatic/AboutUs.aspx .

As part of CSR initiative your Company during the financial year 2016-17 has madecontribution of ' 2050000/- to Lala Ram Kumar Agarwal Memorial Trust towards setting upold age homes day care centres and such other facilities for senior citizens and measuresfor reducing inequalities faced by socially and economically backward groups asprescribed under Schedule VII of the Companies Act 2013.

The report on CSR activities is attached as Annexure 4 to this 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 81.11% above the regulatory minimumof 15%. Your Company's asset size is ' 535.51 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 exchange earnings 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.

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 viz http://www.iitlgroup.com/newStatic/AboutUs.aspx.

Evaluation of the Board its Committees and individual Directors

In compliance of Circular No. SEBI/HO/CFD/CMD/CIR/P/2017/004 dated January 05 2017titled as "Guidance Note on Board Evaluation" issued by SEBI Nomination andRemuneration Committee carried out certain revisions in the criteria and the assessmentquestionnaires designed for the performance evaluation of the Directors CommitteesChairman and the Board as a whole.

In terms of provisions of Companies Act 2013 and Schedule II - Part D of Securitiesand Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 the Board carried out the annual performance evaluation of its own including thevarious Committees and individual Directors with a detailed questionnaire covering variousaspects of the Boards functioning like composition of Board and its Committees Boardculture performance of specific duties and obligations.

In a separate meeting of Independent Directors performance of Non-IndependentDirectors performance of the Board as a whole and performance of the Chairman wasevaluated. Based on the feedback received from the Independent Directors and taking intoaccount the views of Executive Directors and the Non-Executive Directors the Boardevaluated its performance on various parameters such as composition of Board and itscommittees experience and competencies performance of duties and obligationscontribution at the meetings and otherwise independent judgment governance issueseffectiveness of flow of information.

Auditors and Auditors' Report

M/s. Deloitte Haskins & Sells Chartered Accountants Statutory Auditors of theCompany hold office till the conclusion of the ensuing Annual General Meeting and interms of the provisions of Section 139 of the Companies Act 2013 read with Rule 6 of theCompanies (Audit and Auditors) Rules 2014 they are not eligible for re-appointment forthe next Financial Year 2017-18.

Accordingly on the basis of the recommendation of the Audit Committee the Board ofDirectors in their meeting held on August 08 2017 proposed to appoint M/s. Chaturvedi& Shah Chartered Accountants registered with the Institute of Chartered Accountantsof India under firm registration number 101720W as Statutory Auditors of the Company inplace of the retiring Auditors M/s. Deloitte Haskins & Sells Chartered Accountantswho shall hold office from the conclusion of this 84th Annual General Meeting (AGM) tillthe conclusion of the 89th Annual General Meeting of the Company to be held in the year2022 (subject to ratification of appointment by the members at every AGM held after thisAGM)

M/s. Chaturvedi & Shah Chartered Accountants have confirmed their eligibilityunder Section 141 of the Companies Act 2013 and the Rules framed thereunder to the effectthat their appointment if made would be within the prescribed limits under the Act andthat they are not disqualified for appointment. As required under Regulation 33(1)(d) ofSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 the Auditorshave also confirmed that they hold a valid certificate issued by Peer Review Board of theInstitute of Chartered Accountants of India.

M/s. Deloitte Haskins & Sells Chartered Accountants (the retiring Auditors) havecarried out Statutory Audit and the Notes on financial statement referred to in theAuditors' Report issued by them are self-explanatory and hence do not call for any furthercomments under Section 134 of the Act. The Auditors' Report does not contain anyqualification reservation or adverse remark.

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 Unclaimed Dividend amounts to Investor Education and Protection Fund

In terms of Rule 5(4) of the Investor Education and Protection Fund Authority(Accounting Audit Transfer and Refund) Rules 2016 a sum of ' 332846/- lying with theCompany as unclaimed dividend for the year 2008 - 2009 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 Rule 5(8) of the Investor Education and Protection Fund Authority(Accounting Audit Transfer and Refund) Rules 2016 the Company has already filed thenecessary form and uploaded the details of unpaid and unclaimed amounts lying with theCompany as on the date of last AGM (i.e. September 16 2016) with the Ministry ofCorporate Affairs.

Transfer of Unclaimed Equity Shares to Investor Education and Protection Fund (IEPF)Suspense Account:

The Ministry of Corporate Affairs ('MCA') has vide Notification No. S.O. 2866 (E) datedSeptember 05 2016 notified the provisions of Sections 124 and 125 (except for thesub-sections already notified earlier vide notification dated January 13 2016) of theCompanies Act 2013. Further MCA vide Notification dated September 05

Particulars of Employees and related disclosures

2016 brought the Investor Education and Protection Fund Authority (Accounting AuditTransfer and Refund) Rules 2016 ('IEpF Rules') w.e.f. September 07 2016.

Pursuant to the provisions of Section 124 and 125 of the Companies Act 2013 and theInvestor Education and Protection Fund Authority (Accounting Audit Transfer and Refund)Rules 2016 all shares on which dividend has not been paid or claimed for seven (7)consecutive years or more shall be transferred to an Investor Education and ProtectionFund ('IEPF) Suspense Account (in the name of the company) with one of the DepositoryParticipants as may be identified by the IEPF Authority within thirty (30) days of suchshares becoming due to be transferred to the IEPF.

As per the said Rules (amended till date) where the period of seven years providedunder sub-section (5) of section 124 has been completed or being completed during theperiod from September 07 2016 to May 312017 the due date of transfer of such sharesshall be deemed to be May 312017. The Ministry of Corporate Affairs vide its notificationdated May 29 2017 issued a clarification w.r.t. due date for transfer of shares to IEPFAuthority stating that the modalities for transfer/ transmittal of shares from Companiesaccounts to demat account of IEPF Authority is being finalized and till opening of suchdemat accounts by IEPF Authority "the due date for transfer of shares standsextended".

The Company has initiated the process and issued individual notices to 212 shareholdersholding 243777 equity shares who have not claimed their dividends for the last seven (7)consecutive years.

The Statement containing details of Name Address. Folio No. Demat Account No. and No.of shares due for transfer to IEPF Suspense Account is made available onwww.iitlgroup.com.

Both the unclaimed dividends and the shares transferred to the IEPF can be claimed backby the concerned shareholders from IEPF Authority after complying with the procedureprescribed under the "Rules".

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 Designation No. Remuneration of Director/ KMP for financial year 2016-17 (in ') % increase in Remuneration in the financial year 2016-17 Ratio of remuneration of each Director / to median remuneration of employees
1 Dr. B. Samal Executive Chairman 5532000 17% 11.72%
2 Mr. Bipin Agarwal Non Executive Director 330000 (Sitting fees) 22% 0.70
3 Mr. R.S. Loona Independent Director $ 120000 (Sitting fees) Not Applicable 0.25
4 Mr. Venkatesan Narayanan Independent Director 570000 (Sitting fees) 73% 1.21
5 Mr. Subhash Bhargava Independent Director 630000 (Sitting fees) 5% 1.33
6 Mrs. Bhagyam Ramani Independent Director 180000 (Sitting fees) 0% 0.38
7 Mr. Deb Kumar Banerjee (LIC) Non Executive Director 390000 (Sitting fees) Not Applicable 0.83
8 Ms. Cumi Banerjee Chief Executive Officer & Company Secretary 3247830 0% Not Applicable
9 Mr. Kaushik Desai Chief Financial Officer 1945486 Not Applicable Not Applicable

$ Mr. R.S. Loona resigned as Director w.e.f. 21.06.2016

Note: The remuneration to Directors includes sitting fees paid to them for thefinancial year 20

Notes:-

ii) Median remuneration of employees of the Company during the financial year 2016-2017was ' 471948/-.

ii) Median remuneration of employees of the Company during the financial year 2015-2016was ' 458185/-. In the financial year there was a marginal increase of 3% in the medianremuneration of employees.

iii) There were 12 confirmed employees on the rolls of the Company as on March 312017.

iv) Average percentile increase already made in the salaries of employees other thanthe managerial personnel in the last financial year i.e. 2016-17 was 0.27% whereas theincrease in the managerial remuneration for the same financial year was 10.28%. (Thisexcludes the salaries of the newly joined and resigned employees during the same financialyear).

v) 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 the Companies (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 clause 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 Women at the Workplace (Prevention Prohibitionand Redressal) Act 2013

In accordance with the provisions of the Sexual Harassment of Women 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 2016-17.

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 (DIN: 00007256)

Date : August 08 2017

Place : Mumbai