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EQUITY - MARKET SCREENER

Industrial Investment Trust Ltd
Industry :  Finance & Investments
BSE Code
ISIN Demat
Book Value()
501295
INE886A01014
184.89643
NSE Symbol
P/E(TTM)
Mar.Cap( Cr.)
IITL
152.04
185.12
EPS(TTM)
Face Value()
Div & Yield %
0.54
10
0
 

As on: Jan 20, 2022 08:14 AM

Dear Shareholders,

Your Directors are pleased to present the Eighty Eighth Annual Report of the Company, together with the Audited Statements of Accounts for the year ended March 31,2021.

Financial Performance

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

Rs. in '000

Particulars Financial Year ended
Standalone Consolidated
31/03/2021 31/03/2020 31/03/2021 31/03/2020
Total Income 98,832.39 210,829.44 112,430.79 237,381.60
Profit/(loss) before Interest, (1,318.55) (402,342.99) (5,521.46) (134,318.38)
Depreciation & Tax (EBITDA)
Finance Charges 1,552.02 1,691.82 1,307.43 1,342.27
Depreciation 6,685.74 5,549.16 7,040.30 94,913.92
Exceptional Items - - - -
Provision for Tax (including for earlier years) / Deferred Tax 122.03 (4,130.24) 214.75 (3,904.56)
Share in Profit / (Loss) for Associate/Joint Ventures for the year (453,777.78) (219,834.71)
Net Profit/(Loss) After Tax (9,678.34) (405,453.73) (467,861.83) (446,504.72)
Other comprehensive income for the year (312.01) 133.54 (1,318.15) 105.21
Total Comprehensive income for the year (9,366.30) (405,587.27) (466,543.68) (446,609.93)
Profit/(Loss) brought forward from previous year (791,434.30) (385,847.03) (1,821,312.67) (1,504,104.95)
Share in Profit / (Loss) Attributable to Minority interest

-

-

47,376.76 50,851.80
- transfer to property, plant and equipment on reclassification

-

-

-

(1,509.10)
- transfer to non-controlling interest - - - 80,065.69
- Other Comprehensive income/ (expenses) attributable

-

-

(1,318.15) 105.21
Items of other comprehensive income recognized directly in retained earnings:
- Remeasurements of postemployment benefit obligation, net of tax 1,037.97 (111.39)
Less: Reversal of tax on proposed dividend for an earlier year by a jointly controlled entity
Profit / (Loss) carried to Balance Sheet (800,800.63) (791,434.30) (2,240,759.74) (1,821,312.67)
From this, the Directors have transferred to:
Special Reserve - - - -
General Reserve

-

-

-

-

Capital Redemption Reserve

-

-

-

-

Leaving a balance to be carried forward (800,800.63) (791,434.30) (2,240,759.74) (1,821,312.67)

Previous year figures have been regrouped / rearranged wherever necessary.

Indian Accounting Standards

The Company has adopted Indian Accounting Standards (IND AS) from the FY 2018-19 and has replaced the existing Indian GAAP prescribed under Section 133 of the Companies Act, 2013, read with Rule 7 of the Companies (Accounts) Rules, 2014.

Results of operations and state of Company's affairs

During the year, the Company has incurred pre-tax Loss of Rs.95.56 lakhs as compared to pre-tax loss of Rs.4,095.84 lakhs in the previous year. The Revenue from operations during the year was Rs.970.58 lakhs compared to Rs.2,072.87 lakhs in the previous year. The decrease in Income is on account of reduction in interest income during the year and IND-AS impact on Interest income from preference share amortization.

The Company has provided loss on fair value changes during the year amounting to Rs.586.37 lakhs compared to Rs.3,964.39 lakhs in the previous year and impairment on financial instruments during the year amounting to Rs.129.50 lakhs compared to Rs.1,795.50 lakhs in the previous year.

The Reserve Bank of India (RBI) vide its Letter dated June 25, 2018 has prohibited the Company from expanding its credit / investment portfolio other than investment in Government Securities till Net NPAs are brought down to below 5%. The Company submits the action plan to RBI on the status of NPAs and recoveries from time to time.

The management is exploring options to monetize Non Performing Investment / Assets of the Company. Every effort is taken to reduce the NPAs.

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'. It is primarily a Holding Company, holding investments in its subsidiaries and other group Companies and joint ventures. The activities of the Company comprises of Investment in equity shares quoted as well as unquoted, units of mutual funds, Fixed deposits with renowned Banks, Inter-Corporate Deposits and Loans to its Group Companies / entities. The Committee of Investments / Loans and Risk Management is entrusted with the power to make investments and grant loans and the Board of Directors is apprised of the investments of the Company and monitors the deployment of resources on regular basis.

The details of the Company's investments and analysis of securities held are given in Note 7 to the Balance Sheet as on March 31, 2021. The loans to subsidiaries and other entities within the group and interest income are disclosed in Note 6 and Note 21 to the Balance Sheet and Statement of Profit and Loss respectively as on March 31, 2021.

Impact of COVID -19

The COVID-19 pandemic which started in India during March 2020 eased to a greater extent during October - November 2020. The resurgence of the pandemic in March - April 2021 which can be termed as second wave brought back lock downs, eroded revenues and put the livelihoods under threat. This second wave crippled

many sectors and caused untold miseries in almost every part of the country. The impact has been more catastrophic this time. The surge in cases and fatalities due to the second wave and the regional lock downs, dented India's economy. The economy has shrunk a record of 7.3% in Financial Year 2021. The second wave has snuffed out the recovery made after the first wave.

The real estate sector and hospitality have taken a larger hit. All sizes of companies bore the brunt of the pandemic. The companies were affected on both supply and demand side. Supply chains were disrupted causing shortage of raw materials and labour.

Since our Company has subsidiaries, associates which are in the business of real estate, hospitality, have suffered a big blow with dwindling income and huge fixed / holding costs.

Based on the current indicators of future economic conditions, the Company has used the principles of prudence in applying judgments, estimates and assumptions and considers this provision to be adequate and expects to recover the carrying amount of these financial and other assets and concludes that no material adjustment is required in the financial statements.

The management believes that the extent of impact of COVID-19 pandemic to the Company future results will depend on developments, which are highly uncertain. The Company will continue to closely monitor any material changes to future economic conditions.

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

Except as mentioned in this report, there are no material changes and commitments affecting the financial position of the Company between the end of the financial year of the Company and the date of the Board's Report.

Dividend

In view of losses incurred by the Company, your Directors have not recommended any dividend for the financial year 2020-2021.

Management Discussion and Analysis

Management Discussion and Analysis comprising an overview of the financial results, operations / performance and the future prospects of the Company form part of this Annual Report.

Change in Capital Structure

During the year, the Company has not issued any shares or convertible securities. The Company does not have any Scheme for issue of shares including sweat equity to the employees or Directors of the Company.

As on March 31, 2021, the issued, subscribed and paid up share capital of your Company stood at Rs.22,54,75,500/-, comprising 2,25,47,550 Equity Shares of Rs.10/- each.

Extract of Annual Return

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2021 is available on the Company's website on http://www.iitlgroup.com/newStatic/Reports/ Annual-Return-2020-21.pdf

Compliance with Secretarial Standards

The Board of Directors affirms that the Company has complied with the applicable Secretarial Standards issued by the Institute of Companies Secretaries of India (SS1 and SS2 respectively) relating to Meetings of the Board and its Committees which have mandatory application.

Consolidated Accounts

The Consolidated Financial Statements of your Company for the financial year 2020-21, are prepared in compliance with applicable provisions of the Companies Act, 2013, Accounting Standards and the Listing Regulations. The Consolidated Financial Statements have been prepared on the basis of audited financial statements of the Company, its subsidiaries, associate and joint venture companies, as approved by their respective Board of Directors.

Subsidiary, Associate and Joint Venture Companies

Pursuant to sub-section (3) of Section 129 of the Act, the statement containing the salient features of the financial statement of company's subsidiaries, associate and joint venture Companies is given as Annexure 1.

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)

The subsidiary company, IITIL was in the business of Stock Broking and is also a registered Depository Participant. Besides that, IITIL also provides Advisory and Consultancy services to various Body Corporates.

However, in JuneRs.2019, IITIL submitted application to BSE Limited (BSE) and National Stock Exchange of India Limited (NSEIL) for voluntary closure of Stock Broking business and surrender of membership with the Exchanges. IITIL has received approvals from BSE and SEBI accepting the surrender of membership of the Company as a Stock Broker with BSE vide Letters dated March 25, 2021. IITIL has also received approvals from NSEIL and SEBI accepting the surrender of membership of the Company as a Stock Broker with NSEIL vide Letters dated June 23, 2021 and August 06, 2021 respectively. Hence, IIT Investrust Limited ceases to be the Stock Broker.

IITIL submitted an application to Central Depository Services (India) Limited for Surrender of License as Depository Participant. The said application for surrender of registration as Depository Participant was accepted by CDSL and the same has been approved by SEBI in February, 2020. Hence, IIT Investrust Limited ceases to be the Depository Participant.

The total income of the Company for the year ended on March 31,2021 is '101.94 lakhs as compared to '134.70 lakhs in the previous year. The pre-tax profit for the year ended March 31, 2021 is Rs.27.17 lakhs as against the pre-tax loss of Rs.266.99 lakhs for the preceding year.

b. IITL Projects Limited - (IITLPL)

IITLPL is listed on BSE Limited.

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

Apart from constructing its own project, IITLPL is also engaged in construction of residential flats through Special Purpose Vehicles (SPVs) and these SPVs have been allotted plots of land on long term lease, under Builders Residential Scheme (BRS) of the New Okhala Industrial Development Authority (NOIDA) and Yamuna Expressway Authority (YEA). The total lease hold area allotted to the Company alongwith SPVs is around 2,65,000 sq. meters and the projects are under various stages of construction.

Projects developed by the Company:

Express Park View I: This project is completed and most of the flats have been allotted to the buyers..

Projects being developed by the Company jointly with SPVs:

1) The Hyde Park

2) The Golden Palms

3) Express Park View-II:

The firm has obtained completion certificate for 7 of the 10 towers under construction in Phase I.

It is also constructing a commercial complex containing of 39 units, in Phase II.

The Firm has presently undertaken construction of low rise apartments, as Phase III, under the name and style of THE EXPRESS PARK VIEW-II LOW RISE APARTMENTS". It is proposed to construct 310 flats in 16 towers (G+4). The RERA registration is complete and the construction work has just begun.

4) The Golden Palm Village:

Yamuna Expressway Industrial Development Authority ("YEIDA") vide letter no. Patrank-YE.I/Builders/628/2021 dated July 28, 2021, directed the Firm to deposit a lease rent of INR 4,82,20,627.06/- (INR Four Crore Eighty Two Lakhs Twenty Thousand Six Hundred Twenty Seven and Paise Six only) on or before 31.07.2021 in order to initiate the process of execution of surrender deed.

On July 30, 2021, Firm deposited the said lease rent demanded by YEIDA and is expecting that the surrender deed shall be executed in the next few days. As soon as the same is done, fresh demarcation will be made.

The total Income of IITL Projects Limited for the year ended on March 31, 2021 is Rs.43.96 lakhs as compared to '113.67 lakhs in the previous year. On consolidation basis, the income of the Company decreased to Rs.43.96 lakhs as compared to Rs.113.67 lakhs in the previous year and loss accounted to '1,677.42 lakhs in the current year as compared to Rs.1,789.98 lakhs in the previous year. Total comprehensive income for the F.Y 2020-2021 is negative '1,667.51 lakhs as compared to negative '1,789.76 lakhs in the previous year.

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

The subsidiary company, IIT Insurance Broking and Risk Management Private Limited (IIT Insurance) is in the business of Direct Insurance Broking (Life and Non-Life). During the year 2019-20, IIT Insurance had made an application to IRDAI for voluntary surrender of the Broking License (Life and Non-Life).

Vide letter dated June 17, 2021, IRDAI has granted its approval for voluntary surrender of Certificate of Registration and have advised the Company to submit the copy of certificate issued by the Registrar of Companies (ROC) after making the required changes for deletion of main object of MOA and change in name of the company or to deregister with the ROC.

The Company's revenue of operations for the financial year ended March 31, 2021 is Rs.9.49 lakhs comprising Interest on Bank Deposits of Rs.8,62,810/- and Brokerage Income of Rs.86,286/- as compared to the revenue of Rs.31.60 lakhs during the previous year. The pre-tax profit for the year ended March 31, 2021 is Rs.1.30 lakhs as against the pre-tax loss of Rs.6.78 lakhs for the preceding year.

d. IITL Corporate Insurance Services Private Limited (ICISPL)

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

However, subsequent to withdrawal of application for undertaking Corporate Agency business (Category: Life), ICISPL has not commenced any business till date.

In January 2020, ICISPL has filed application under Section 248 of the Companies Act, 2013 with Ministry of Corporate Affairs for removal of its name from the Register of Companies. Ministry of Corporate Affairs has displayed on its website the status of the application as "UNDER PROCESS OF STRIKING OFF".

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 Rs.340 Crores in Future Generali India Life Insurance Company Limited to acquire 22.5% of its equity capital. Subsequent to the acquisition, FGILICL is a joint venture of the Company.

Between August 2016 to March 2021, FGILICL has made eleven Rights Issues. The Company did not subscribe in any of the Rights Issues. During March 2021, FGILICL issued and allotted 400 Equity Shares to Generali Participations Netherlands N.V. through Preferential issue of '100 crore.

Subsequent to these Issues, the Company's equity stake has reduced from 22.50% to 16.62% as on March 31, 2021.

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

WRL is into the business of hospitality and owns and operates a Deluxe Five Star Resort by the name "Golden Palms Hotel & Spa", Off. Tumkur Road, Bangalore.

Consequent to the pandemic, the hospitality industry was worst hit and the hotel also bore the brunt of the lock down.

MRG Hotels Private Limited, a wholly owned subsidiary company has been amalgamated with its Holding Company, World Resorts Limited vide Order dated 07.02.2019 issued by the Regional Director (South East Region), Ministry of Corporate Affairs, w.e.f. April 01, 2018.

Internal financial controls and their adequacy

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company's policies, the safeguarding of its assets, the prevention and detection of fraud, error reporting mechanisms, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

M/s Sheetal Patankar & Co., Chartered Accountants, a consulting / audit firm were appointed for determining the adequacy and operating effectiveness of the existing Internal Financial Controls over Financial Reporting of the Company on behalf of the management.

They have observed that there are no material weaknesses in the financial controls of the Company. Based on the above, management believes that adequate internal financial controls exist in relation to its Financial Statements. The operating staff are complying with the requirements.

Directors and Key Managerial Personnel

Appointment

The Board of Directors on the recommendation of the Nomination and Remuneration Committee in its Meeting held on November 12, 2020 had appointed Mr. Shankar Narayan Mokashi, LIC Nominee as an Additional Director (Non Executive / Non Independent Director) with effect from November 12, 2020. The Company has received Notice in writing from a Member under Section 160 of the Act proposing the candidature of Mr. Shankar Narayan Mokashi for the office of Non Executive / Non Independent Director of the Company.

We seek your confirmation for appointment of Mr. Shankar Narayan Mokashi as a Non Executive / Non Independent Director of the Company.

Dr. B. Samal was appointed as Executive Chairman of the Company for a period of 3 years w.e.f. January 24, 2019 to January 23, 2022. The Nomination and Remuneration Committee in its meeting held on June 25, 2021 has recommended his appointment for a further period of 3 years w.e.f. January 24, 2022 to January 23, 2025. The Board in its meeting held on even date has granted its approval for the appointment of Dr. B. Samal as Executive Chairman of the Company for a further period of 3 years subject to the approval of the Members at the ensuing Annual General Meeting and subject to any other approval as required by Law.

Retiring by Rotation

In accordance with the Articles of Association of the Company, Mr. Bipin Agarwal, Director retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment.

Resignation

During the year under review, Mr. Deb Kumar Banerjee (LIC Nominee) resigned as Director from the Board with effect from September 29, 2020. The Board places on record, its appreciation for the valuable contribution made by him during his tenure as Director of the Company.

Key Managerial Personnel

In terms of Section 203 of the Act, the Key Managerial Personnel of the Company are Dr. B. Samal, Executive Chairman, Mrs. Cumi Banerjee, Chief Executive Officer and Company Secretary and Mr. Kamlesh Kumar Agrawal, Group Chief Financial Officer. During the year under review, the Board in its meeting held on July 24, 2020 accepted the resignation of Mr. Hemang Ladani from the post of Chief Financial Officer (KMP) of the Company from the close of the business hours on July 25, 2020. The Board of Directors appointed Mr. Kamlesh Kumar Agrawal as Group Chief Financial Officer and "Key Managerial Personnel" (KMP) of the Company w.e.f. September 11, 2020.

Familiarisation Programme

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

The details of the familiarisation programme have been disclosed and updated from time to 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 details, please refer Report on Corporate Governance.

Directors' Responsibility Statement

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

(a) In preparation of the annual accounts for the year ended March 31, 2021, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

(b) Such accounting policies have been selected 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 as at March 31, 2021 and loss of the Company for the 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 Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other 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 internal financial controls are adequate and were operating effectively;

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

Corporate Governance

Your Company has been practicing the principles of good Corporate Governance over the years and it is a continuous and ongoing process. A detailed Report on Corporate Governance practices followed by your Company as prescribed by SEBI in Chapter IV read with Schedule V of Listing Regulations together with a Certificate from M/s Chandanbala Jain & Associates, Practicing Company Secretaries confirming compliance with the conditions of Corporate Governance are provided separately in this Annual Report.

Declaration by Independent Directors

The Company has received declarations from all the Independent Directors of the Company, confirming that, they meet the criteria of independence as prescribed both under Section 149(7) of the Companies Act, 2013 and Regulation 16(b) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. Further, the Independent Directors of the Company have registered themselves with Indian Institute of Corporate Affairs for empanelment in the databank of Independent Directors.

Policy on appointment and remuneration for Directors, Key Managerial Personnel and senior 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 and Senior Management of the Company. This policy also lays down criteria for selection and appointment of Board Members. The Nomination and Remuneration Policy is uploaded on the Company's weblink viz. http://www.iitlgroup.com/newStatic/ Nomination_Remuneration_Policy.pdf.

Related Party Transactions

The Company has laid down a Related Party Transaction (RPT) Policy for purpose of identification and monitoring of such transactions. The policy on Related Party Transaction as approved

by the Board is uploaded on the Company's weblink viz. http://www. iitlgroup.com/newStatic/Related_Party_Transaction_Policy.pdf

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

The details of the related party transactions as per Indian Accounting Standard 24 are set out in Note 39 to the Standalone Financial Statements forming part of this report.

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

Corporate Social Responsibility (CSR)

The Corporate Social Responsibility Committee has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be 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/Corporate_Social_Responsibility_Policy.pdf

The report on CSR activities is attached as Annexure 3 to this Report.

Secretarial Audit

Pursuant to provisions of Section 204 of the Companies Act, 2013 and rules made thereunder, the Company has appointed M/s. Chandanbala Jain & Associates, Practicing Company Secretaries (CP No. 6400), to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is included as Annexure 4 and forms an integral part of this report. The Secretarial Audit Report does not contain any qualifications or reservations. The observations made in the report are self explanatory.

Annual Secretarial Compliance Report

M/s. Chandanbala Jain & Associates, Practicing Company Secretaries (CP No. 6400) have submitted Annual Secretarial Compliance Report for the financial year 2020-21 for all applicable compliances as per Securities and Exchange Board of India Regulations and Circulars / Guidelines issued thereunder and the same was submitted to stock exchanges within the permissible time limit.

Particulars of Loans given, Investments made, Guarantees given and Securities provided

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

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

Capital Adequacy Ratio

Your Company's Capital to Risk Assets Ratio (CRAR) calculated in line with Non-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007 ("RBI Directions") stood at 119.98% above the regulatory minimum of 15%. Your Company's asset size is Rs.421.04 crores. The Company has received a certificate from the Auditors of the Company, Chaturvedi & Shah LLP, Chartered Accountants, pursuant to Non-Banking Financial Companies Auditors' Report (Reserve Bank of India) Directions, 2008 confirming compliance of the conditions with respect to Systemically 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 earnings and outgo are as follows:

(A) Conservation of energy: Not Applicable

(B) Technology absorption: Not Applicable

(C) Foreign exchange earnings and Outgo: During the year under review the Company did not earn income in foreign exchange as well as did not incur any expenditure in foreign exchange.

Risk Management

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

Vigil Mechanism / Whistle Blower Policy

The Company has a Vigil Mechanism / Whistle Blower Policy to report to the management instances of unethical behavior, actual or suspected, fraud or violation of the Company's code of conduct. The details of the Vigil Mechanism policy have been provided in the Corporate Governance Report and also disclosed on the website of the Company vizhttp://www.iitlgroup.com/newStatic/Vigil_Mechanism_Whistle_Blower_Policy.pdf

Evaluation of the Board, its Committees and individual Directors

The Nomination and Remuneration Policy of the Company empowers the Nomination and Remuneration Committee to formulate a process for evaluating the performance of Directors, Committees of the Board and the Board as a whole.

The process for evaluation of the performance of the Director(s) / Board / Committees of the Board for the financial year 2020-2021 was initiated by the Nomination and Remuneration Committee, by sending out questionnaires designed for the performance evaluation of the Directors, Committees, Chairman and the Board as a whole. The Committee also forwarded their inputs to the Board for carrying out the Performance Evaluation process effectively.

In terms of provisions of Companies Act, 2013 and Schedule II - Part D of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board carried out the annual performance evaluation of its own including the various Committees and individual Directors with a detailed questionnaire covering various aspects of the Boards functioning like, composition of Board and its Committees, Board culture, performance of specific duties and obligations.

In a separate meeting of Independent Directors, performance of Non-Independent Directors, performance of the Board as a whole and performance of the Chairman was evaluated. Based on the feedback received from the Independent Directors and taking into account the views of Executive Directors and the Non-Executive Directors, the Board evaluated its performance on various parameters such as composition of Board and its committees, experience and competencies, performance of duties and obligations, contribution at the meetings and otherwise, independent judgment, governance issues, effectiveness of flow of information.

Auditors and Auditors' Report

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the rules made thereunder, M/s. Chaturvedi & Shah, Chartered Accountants (Now known as Chaturvedi & Shah LLP), registered with the Institute of Chartered Accountants of India under Firm registration No. 101720W / W100355, have been appointed as the Statutory Auditors of the Company for a term of five years starting from the conclusion of 84th Annual General Meeting held on September 23, 2017 till the conclusion of the 89th Annual General Meeting of the Company to be held in the year 2022 (subject to ratification of their appointment by the members at every AGM held after this AGM).

As per the amended provisions of the Companies Act, 2017 notified on 07.05.2018, Company is not required to ratify the appointment of auditors at every Annual General Meeting. Therefore, it is not proposed to ratify the appointment of auditors at the ensuing Annual General Meeting.

Chaturvedi & Shah LLP, Chartered Accountants, have carried out Statutory Audit and the Notes on financial statement referred to in the Auditors' Report issued by them are self-explanatory and hence do not call for any further comments under Section 134 of the Act. The Auditors' Report does not contain any qualification, 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 by the regulators/ courts or tribunals that would impact going concern status of the Company and 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 Rs.6,49,409/- lying with the Company as unclaimed dividend for the year 2012 - 2013 i.e. for a period of seven years from the date they became due for payment, were transferred during the period under review to 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 filed the details of unpaid and unclaimed amounts lying with the Company as on March 31, 2020 with the Ministry of Corporate Affairs and have uploaded the said details on the website of the Company viz.www.iitlgroup.com and the website of the Ministry of Corporate Affairs (www.mca.gov.in).

Transfer of Equity Shares to Investor Education and Protection Fund (IEPF) Account on which dividend has not been paid or claimed by the shareholders for seven consecutive years or more

According to the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ('IEPF Rules'), the shares on which dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall be transferred to the demat account of the IEPF Authority. Accordingly, the Company has transferred 21,665 Equity shares to IEPF account as per the requirements of the IEPF rules. The details are available on our website, at http://www.iitlgroup.com/newStatic/Reports/Equity-shares-of- last-seven-consecutive-years-transferred-to-IEPF-on-or-before-November-19-2020.pdf

Particulars of Employees and related disclosures

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

Name of Director / KMP and Designation Remuneration of Director/ KMP for financial year 2020-21 (in Rs.) % increase / (decrease) in Remuneration in the financial year 2020-21A Ratio of remuneration of each Director / to median remuneration of employees
1 Dr. B. Samal, Executive Chairman 45,80,000/- (17.21%) 10.58
2 Mr. Bipin Agarwal, Non Executive Director 3,00,000 (Sitting fees) 25.00% 0.69
3 Mr. Venkatesan Narayanan, Independent Director 6,90,000 (Sitting fees) (4.17%) 1.59
4 Ms. Sujata Chattopadyay 2,10,000 (Sitting fees) 16.67% 0.48
5 Mr. Milind S. Desai 5,40,000 (Sitting fees) 0% 1.25
6 Mr. Shankar Narayan Mokashi* (LIC Nominee), Non Executive Director 1,80,000 (Sitting fees) Not Applicable 0.42
7 Mr. Deb Kumar Banerjee (LIC Nominee)**, Non Executive Director 2,10,000 (Sitting fees) Not Applicable 0.48
8 Ms. Cumi Banerjee, Chief Executive Officer & Company Secretary 22,92,228 (39.21%) 5.29
9 Mr. Kamlesh Kumar Agrawal $ 12,19,355 Not Applicable 2.82
10 Mr. Hemang Ladani # 2,29,983 Not Applicable 0.53

* Remuneration not comparable since Mr. Shankar Narayan Mokashi (LIC Nominee) was appointed as Additional Director w.e.f. November 12, 2020 and hence his remuneration is for part of the year

** Remuneration not comparable since Mr. Deb Kumar Banerjee (LIC Nominee) resigned as Director w.e.f. September 29, 2020 and hence his remuneration is for part of the year

$ Remuneration not comparable since Mr. Kamlesh Kumar Agrawal was appointed as Group Chief Financial Officer by Board w.e.f. September 11, 2020 and hence his remuneration is for part of the year

# Remuneration not comparable since Mr. Hemang Ladani resigned as Group Chief Financial Officer w.e.f. July 25, 2020 and hence his remuneration is for part of the year.

a The decrease in remuneration of the KMPs during the year 2020-2021 was in view of the financial constraints faced by the Company due to COVID-19 pandemic.

Note: The remuneration to Directors includes sitting fees paid to them for the financial year 2020-21.

Notes:-

i) Median remuneration of employees of the Company during the financial year 2020-2021 was Rs.4,33,092/-.

ii) Median remuneration of employees of the Company during the financial year 2019-2020 was Rs.5,26,919/-. In the financial year, there was a decrease of 17.81% in the median remuneration of employees.

iii) There were 12 confirmed employees on the rolls of the Company as on March 31, 2021.

iv) Average percentile decrease already made in the salaries of employees other than the managerial personnel in the last financial year i.e. 2020-21 was 10.51% whereas the decrease in the managerial remuneration for the same financial year was 26.74%. (This excludes the salaries of the newly joined and resigned employees during the same financial year).

v) It is hereby affirmed that the remuneration paid is as per the Remuneration Policy for 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 in receipt of remuneration in excess of limits prescribed under clause 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Hence particulars as required under 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 have not been provided.

GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions on these items during the year under review:

1. Issue of equity shares with differential rights as to dividend, voting or otherwise.

2. Issue of shares (including sweat equity shares) to employees of the Company under any scheme

3. Details relating to deposits covered under Chapter V of the Act.

4. The provisions of section 148 of the Act are not applicable to the Company. Accordingly, there is no requirement of maintenance of cost records as specified under section 148(1) of the Act.

5. No fraud has been reported by the Auditors to the Audit Committee or the Board.

6. There is no Corporate Insolvency Resolution Process initiated under the Insolvency and Bankruptcy Code, 2016.

Public Deposits

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

Disclosures under Sexual Harassment of Women at the Workplace (Prevention, Prohibition and 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) has been set up to redress complaints. ICC has not received any complaints during the financial year 2020-2021.

Acknowledgement

Your Directors place on record their appreciation for employees, who have contributed to the growth and performance of your Company.

Your Directors thank the bankers, shareholders and advisers of the Company for their continued support.

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

For and on behalf of the Board
Industrial Investment Trust Limited
Dr. B. Samal
Chairman
Date : August 13, 2021 (DIN: 00007256)
Place : Mumbai