The Directors are pleased to present the Seventy Ninth Annual Report of
 the Company, together with the Audited Statements of Accounts for the
 year ended March 31, 2012.
 
                                         Current Year      Previous Year 
                                        (Rs. in lakhs)    (Rs. in lakhs)
 
 FINANCIAL RESULTS
 
 (a) Total Income                          1256.50            1020.06
 
 Profit before Depreciation                 493.83             599.48
 
 Less : Depreciation                          8.64               4.74
 
 Profit before Tax                          485.19             594.74
 
 Less : Provision for Tax                    98.49             188.47
 
                                            386.70             406.27
 
 Add : Balance of Profit brought
 forward from the previous year            3232.93            3103.16
 
 Amount available for appropriation        3619.63            3509.43
 
 (b) From this, the Directors have 
 transferred to:
 
 Special Reserve                             77.34              81.26
 
 General Reserve                             19.34              20.32
 
 (c)  The Directors recommend
 payment of Dividend at the rate
 of Rs. 1.50 per share (previous
 year Rs. 1.50 per share) on
 1,00,00,000 shares of
 Rs. 10/- each which will absorb            150.00             150.00
 
 Tax on proposed Dividend                    15.72              24.92
 
 (d) Leaving a balance to be carried       3357.23            3232.93
 forward
 
 OPERATING RESULTS
 
 The Company has earned pre-tax profit of Rs. 485.19 lakhs during the year
 as compared to Rs. 594.74 lakhs in the previous year.  The profitability
 has been impacted mainly due to loss on sale of long-term investments
 and provision for diminution in value of investments aggregating to Rs.
 503.42 lakhs as compared to Rs. 173.94 lakhs in the previous year. During
 the year the Company has recovered fully provided loan of Rs. 800 lakhs.
 Whereas there was a reversal of provision on investment in a subsidiary
 of Rs. 587.05 lakhs in the previous year in view of improvement in its
 profitability and networth.
 
 DIVIDEND
 
 Your Directors are pleased to recommend payment of dividend of Rs. 1.50
 per equity share of Rs. 10/- each (15%) on the Equity Share Capital of
 the Company. The dividend together with the tax on dividend, will
 absorb a sum of Rs. 165.72 lakhs.
 
 CHANGE IN CAPITAL STRUCTURE
 
 GDRs Issue:-
 
 The Company, on June 15, 2012, raised US$ 59,887,493.75 (equivalent to
 Rs. 33776.07 lakhs) through issue of 48,88,775 Global Depositary Receipts
 (each representing two Equity Shares of Rs. 10/- each) at an issue price
 of US$ 12.25 per GDR. Pursuant to GDRs Issue, the Company issued and
 allotted underlying 97,77,550 Equity Shares of Rs. 10/- each at a price
 of Rs. 341.53 per share (including a premium of Rs. 331.53 per share).
 
 Consequent upon issue and allotment, as aforesaid, of 97,77,550 Equity
 Shares during the period under report, the paid-up share capital of the
 Company increased from Rs. 10,00,00,000/- to Rs. 19,77,75,500/-, divided
 into 1,97,77,550 Equity Shares of Rs. 10/-each.
 
 All the Equity Shares issued and allotted as above are listed on Bombay
 Stock Exchange Limited and National Stock Exchange of India Limited and
 have been admitted to dealings on both the Stock Exchanges. The GDRs
 issued by the Company are listed on the Luxembourg Stock Exchange.
 
 Use of proceeds from GDR Issue:-
 
 Subject to compliance with, and as permitted under applicable laws and
 regulations, including the RBI regulations, the Company intends to use
 the proceeds of the GDR Issue for investment and capitalisation of its
 subsidiaries, general corporate purposes including but not restricted
 to strategic initiatives, partnerships, joint ventures, investments,
 acquisitions and meeting exigencies, which the Company in the ordinary
 course of business may undertake, or any other purposes as approved by
 the Board of Directors from time to time.
 
 Proposed Issue of Compulsorily Convertible Preference Shares (CCPS):-
 
 The Company is raising additional funds by issue of Compulsorily
 Convertible Preference Shares (CCPS) upto 30,00,000 to promoters namely
 N. N. Financial Services Private Limited and Nimbus India Limited at a
 price of Rs. 350/- (including premium of Rs. 340/-). The Company is keen to
 enter into an Insurance Sector as a Joint Venture Participant / by
 acquiring a stake in a Life Insurance Company. Insurance is a nascent
 sector in India providing a wide potential to the investors. The sector
 has started gaining momentum in the last decade and the Insurance
 Companies are churning out various insurance products. To meet the
 eligibility criteria of the funds required for entering into an
 insurance business, the Company is raising additional funds through the
 issue of CCPS. Meanwhile, the Company is on the look out for a suitable
 company in the insurance sector for possible investment/ participation
 in its equity. With a view to seizing a potential opportunity, the
 Company has entered into a legally non-binding Letter of Intent and
 pursuant to that it has deposited a sum of Rs. 250 crores with the
 intending seller to show its commitment for acquiring the stake in the
 equity capital of an insurance company subject to compliance of
 conditions precedent stipulated therein including the prior approval of
 Reserve Bank of India (RBI) and Insurance Regulatory and Development
 Authority (IRDA).  The Company will seek all necessary approvals from
 various Statutory / Regulatory authorities before entering into any
 Definitive Agreements.
 
 INVESTMENTS
 
 Your Company is an investment company, with a long term view of its
 portfolio. Besides making investments in quoted and unquoted
 securities, the Company makes investments in fixed deposits with
 renowned banks, units of mutual funds. Your Company also gives loans to
 its group companies.
 
 Investment portfolio is reviewed periodically and appropriate
 restructuring is done keeping in mind the market environment.  Since
 mutual funds are subject to market risks and prone to risk due to
 fluctuation in NAVs, the proper assessment is done while making
 investments in mutual funds.
 
 The details of the Company''s investments, including a portfolio summary
 and analysis of securities held are given in Note No.  2.8 to the
 Balance Sheet as on March 31, 2012. The loans to subsidiaries and other
 entities within the group and interest income on the same are disclosed
 in Note No. 2.21 to the Balance Sheet as on March 31, 2012.
 
 Due to global financial crisis and a sharp decline in the domestic
 capital markets, there was erosion in the value of the Company''s
 investment portfolio. As a result of this, the market value of the
 Company''s quoted investments as on March 31, 2012 was Rs.562.67 lakhs,
 as compared to its cost of Rs. 1755.99 lakhs.  However, total provision
 of Rs. 697.64 lakhs made towards permanent diminution in value of
 investments has been considered adequate in view of inherent strength
 of the investments in long term. During the year, the Company invested
 Rs. 2,562.49 lakhs in shares / mutual funds and sold / redeemed shares /
 mutual funds for value of Rs. 3,696.88 lakhs.
 
 SUBSIDIARY COMPANIES
 
 IIT Investrust Limited (IITIL)
 
 IITIL''s core business activities of Stock Broking, Depository
 facilities and Arbitrage have improved significantly. During the period
 under review, our performance as a registered broker for Mutual fund
 Investments has also improved. The other activities of the Company are
 Advisory & Consultancy services to various body corporate.
 
 It has initiated steps to establish Franchisee across the country and
 currently is in the process of obtaining institutional empanelment. It
 is also pursuing for private sector corporations, multinational
 corporations, financial institutions, institutional investors, high
 net-worth individuals, retail investors as well as market
 intermediaries to widen our network through planned and focused
 marketing, tight control on liquidity and margins, cost effective
 sourcing of services, improved quality and timely services.
 
 IITL Projects Limited - (IITLPL) (Formerly known as Indo Green Projects
 Limited)
 
 IITLPL is engaged in Real Estate business, construction of residential
 complexes in the National Capital Region ((NCR). It has acquired plots
 of land on long term lease, under Builders Residential Scheme (BRS) of
 the Greater Noida Industrial Development Authority (GNIDA), New Okhla
 Industrial Development Authority (NOIDA) and Yamuna Expressway
 Authority (YEA). IITLPL is in the process of implementing, in all, five
 projects.
 
 i) The Express Park View
 
 IITLPL has been allotted land admeasuring 10043.31 Sq.m., by GNIDA on
 lease for a period of ninety years for development of residential
 housing project under the Builder Residential Scheme BRS 01/08-09. A
 complex of 334 apartments of 2/3 BHK types in 4 high rise buildings,
 under the name and style of the Express Park View, is under
 construction. The project marketed jointly with Nimbus Projects Ltd. is
 scheduled to be completed in 2013. The structural work of the Project
 is on completion stage.
 
 ii) The Express Park View II
 
 On a land of 52493.16 Sq.m. allotted on ninety years lease by GNIDA
 under Builder Residential Scheme 05/2010-2011, a Project envisaging
 1592 apartments of varying sizes in high rise buildings is being
 implemented in consortium with Nimbus Projects Limited and Assotech
 Limited and through a Special Purpose Partnership Firm ''IITL NIMBUS THE
 EXPRESS PARK VIEW''. The Project is under implementation and is
 scheduled to be completed in two phases, the first phase by 2015 and
 the second by 2016.
 
 It may be mentioned that the above two projects are among the many
 ongoing housing projects of different builders in NCR. In the wake of
 certain land acquisition disputes and pursuant to a Court Order,
 construction works of many projects had to be temporarily suspended,
 subsequent to close of the year under review, till formal approval of
 the revised Master Plan 2021. The above two projects of IITLPL have
 also been impacted temporarily. It is reported that the plan has since
 been cleared by the Statutory Committee of the NCR Planning Board and
 recommended to the Planning Board.
 
 iii) The Hyde Park
 
 In consortium with Nimbus Projects Limited and Supertech Limited, and
 through a Special Purpose Partnership Firm, ''IITL NIMBUS THE HYDE PARK
 NOIDA'', IITLPL has undertaken a project of construction of 1916
 apartments ranging in size from 1BHK to 4BHK, in 23 high rise
 buildings, on a land of 60348.53 Sq.m. allotted on ninety years lease
 by Noida Authority. It is scheduled to be completed in two phases,
 first phase by 2013 and the second by 2015. Around 75% of the
 structural work is complete in Phase I and around 25% in Phase II.
 
 iv) The Palm Village
 
 This project undertaken in consortium with Nimbus Projects Limited and
 Assotech Limited and through Special Purpose Partnership Firm ''IITL
 NIMBUS THE PALM VILLAGE'' is coming up on the land of 102995.70 Sq.m.
 allotted on ninety years leasehold basis under the Builders Residential
 Scheme YEA- GH -02/2011. The Project envisages construction of
 affordable residential units and is scheduled to be constructed in
 seven phases over a period of 10 years. Lease Deed with YEA has been
 executed and the Layout Plan has been submitted to the Local Body for
 approval.
 
 v) The Golden Palm
 
 The Golden Palm project comprising of 1276 apartments in 14 high rise
 buildings, is coming up on a land admeasuring 39999.76 Sq.m. allotted
 on ninety years lease by NOIDA.  Scheduled to be completed by 2014,
 this project has been undertaken through equal equity participation by
 IITLPL and Nimbus Projects Limited in the Capital Infraprojects Private
 Limited.
 
 IIT Insurance Broking and Risk Management Private Limited (IIBRMPL)
 
 During the year, IIBRMPL has widened its network and its total number
 of operational offices at the year end stands at 19 and it has 258
 employees on its pay roll. It has organized 530 insurance awareness
 camps in various parts of the country in order to promote Life and
 Non-Life Insurance business. It is in the process of obtaining ISO
 certification.
 
 IIT Media and Entertainment Private Limited (IMEPL)
 
 Consequent to the Capital Reduction Petition filed by IMEPL with the
 High Court of Judicature at Mumbai for reduction of its share capital,
 it has obtained an Order dated July 22, 2011 approving the same.
 Accordingly, the same was registered with the Registrar of Companies,
 Maharashtra and a Certificate dated September 11, 2011 was obtained to
 that effect.
 
 INVESTMENTS IN WORLD RESORTS LIMITED (WRL)
 
 The Company has made investment of Rs. 1551.81 lakhs towards acquisition
 of 25% in equity of an unlisted public company, World Resorts Limited,
 which is into the business of hospitality and owns and operates a five
 star hotel by the name Golden Palms Hotel & Spa at Tumkur Road,
 Bangalore. WRL has vast potential and the investment in this Company is
 expected to be fruitful in the medium term.
 
 PARTICULARS UNDER SECTION 212 OF THE COMPANIES ACT, 1956
 
 As per Section 212 of the Companies Act, 1956, the Company is required
 to attach the Directors'' Report, Balance Sheet and Profit and Loss
 Account of its subsidiary companies to its Annual
 
 Report. A general exemption from complying with the provision of
 Section 212 of the Companies Act, 1956 has been granted by the Ministry
 of Corporate Affairs to the companies vide its Circular No. 2/2011
 dated February 8, 2011, provided that the company complies with the
 conditions stated in the circular. The Company has complied with all
 the conditions stated in the said circular for the financial year
 2011-2012 for availing the said exemption.  The Annual Report,
 therefore, does not contain the reports and other statements of the
 subsidiary companies. Upon request, the Company will make available the
 annual audited accounts and related information of the subsidiary
 companies to the investors of the Company. These documents will also be
 available for inspection during business hours at the registered office
 of the Company.
 
 As required by Accounting Standard - 21 and Listing Agreement with the
 Stock Exchanges, the audited consolidated financial statements of the
 Company and its subsidiaries are attached.
 
 FIXED DEPOSITS
 
 During the year under review, the Company has not accepted any deposits
 from the public.
 
 TRANSFER TO THE INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
 
 In terms of Section 205C of the Companies Act, 1956, a sum of Rs.
 5,14,306/- lying with the Company as unclaimed dividend for the year
 2003 - 2004 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.
 
 DIRECTORS
 
 Appointment
 
 Mr. T.M. Nagarajan who was appointed as an Additional Director on
 February 3, 2012, holds office upto the date of the ensuing Annual
 General Meeting. The Company has received Notice along with requisite
 deposit from a member under Section 257 of the Companies Act, 1956,
 proposing his candidature as Director of the Company.
 
 The Board of Directors, at its meeting held on October 20, 2011,
 re-appointed Dr. B. Samal as Executive Chairman of the Company for a
 period of 1 year w.e.f. from January 24, 2012 to January 23, 2013.
 
 In accordance with the provisions of the Companies Act, 1956, Mr. R.S.
 Loona and Mr.Venkatesan Narayanan, Directors retire by rotation and,
 being eligible, offer themselves for re- appointment.
 
 Brief Resume of the Directors, nature of expertise in specific
 functional areas, names of companies in which the Directorship is held
 and the membership of the Committees of the Board and their
 shareholdings in the Company are given in the Notice for the ensuing
 Annual General Meeting.
 
 AUDITORS'' REPORT
 
 There are no qualifications or adverse remarks in the Auditors'' Report
 which require any clarification or explanation.
 
 AUDITORS
 
 M/s. Deloitte Haskins & Sells, Chartered Accountants, Statutory
 Auditors of the Company, retire at the conclusion of the ensuing Annual
 General Meeting of the Company and have expressed their willingness for
 appointment and confirmed that their appointment, if made, will be
 within the prescribed limits under Section 224(1B) of the Companies
 Act, 1956.
 
 You are requested to re-appoint M/s. Deloitte Haskins & Sells,
 Chartered Accountants, as Auditors of the Company from the conclusion
 of the 79th Annual General Meeting until the conclusion of the 80th
 Annual General Meeting of the Company.
 
 MANAGEMENT DISCUSSION AND ANALYSIS REPORT
 
 The Management Discussion and Analysis Report, forming part of this
 report, as required under Clause 49(IV)(F) of the Listing Agreement
 with the Stock Exchanges, is attached separately in this Annual Report.
 
 CORPORATE GOVERNANCE
 
 Your Company has been practising 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, in terms of Clause 49(VI) of the Listing Agreement together
 with a Certificate from the Auditors confirming compliance with the
 conditions of Corporate Governance are provided separately in this
 Annual Report.
 
 DIRECTORS'' RESPONSIBILITY STATEMENT
 
 Pursuant to Section 217(2AA) of the Companies (Amendment) Act, 2000,
 your Directors confirm that:
 
 (a) in the preparation of the annual accounts, the applicable
 accounting standards have been followed;
 
 (b) appropriate accounting policies have been selected and applied
 consistently and that they have made judgements and estimates that are
 reasonable and prudent so as to give a true and fair view of the
 affairs of the Company for the year ended March 31, 2012;
 
 (c) proper and sufficient care has been taken for the maintenance of
 adequate accounting records in accordance with the provisions of the
 Companies Act, 1956, for safeguarding the assets of the Company and for
 preventing and detecting fraud and other irregularities; and
 
 (d) the annual accounts have been prepared on a ''going concern'' basis.
 
 PARTICULARS OF EMPLOYEES
 
 There are no Employees coming under the purview of Section 217 (2A) of
 the Companies Act, 1956 and therefore such information has not been
 disclosed.
 
 CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
 EARNINGS AND OUTGOINGS
 
 Your Company is not engaged in any manufacturing activities, and
 therefore, there are no particulars to be disclosed under the Companies
 (Disclosure of Particulars in the Report of the Board of Directors)
 Rules, 1988, relating to conservation of energy or technology
 absorption. During the year under review, the Company did not earn any
 foreign exchange and there was no expenditure in foreign exchange.
 
 ACKNOWLEDGEMENTS
 
 Your Directors wish to express their grateful appreciation for the
 valuable support and co-operation received from business associates,
 banks, financial institutions, shareholders, various statutory
 authorities and society at large. Your directors also place on record,
 their appreciation for the contribution, commitment and dedication of
 the employees of the Company and its subsidiaries at all levels.
 
                            On behalf of the Board of Directors,
 
                                                   Dr. B. Samal
 
                                                       Chairman
 
 Mumbai
 
 Date : August 09, 2012