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About Us

We Established Since 1933 to Safeguard Your Wealth

Industrial Investment Trust Limited (IITL), was incorporated in the year 1933 as an investment trust company. IITL sought to provide its shareholders an expert advice on investment portfolio. Original subscribers to the paid up capital included prominent members of the financial community in India and England, including Insurance Companies such as Prudential, United and Oriental and some of the most princely families in India. IITL is listed on Bombay Stock Exchange Limited (BSE) and The National Stock Exchange of India Limited (NSE).

IITL obtained Certificate of Registration from Reserve Bank of India in the year 2000 to carry on as a Non Banking Financial Company (NBFC) without accepting Public Deposits. The main objectives of the holding company are to carry on the business as an Investment Company and to invest in shares, stock, debentures and bonds. The Company also undertakes activities such as Private Equity and Margin Funding and holds prime properties. The Company has been consistently paying dividend to the shareholders over the years and also made Bonus Issue three times.

Board of Directors

Dr. Bidhubhusan Samal
Executive Chairman

He is the Executive Chairman of the Company. He has a Ph D in Economics and is also a Gold Medalist in M.Sc (Agricultural Economics). He is a Post Graduate Diploma holder in Bank Management. He has served as the Chairman & Managing Director of Allahabad Bank and as the Chairman & Managing Director of Industrial Investment Bank of India. He has also been a member of the Securities Appellate Tribunal (SAT).

Mr. Bipin Agarwal
Managing Director

He is a qualified Company Secretary, is a first generation entrepreneur with extraordinary business acumen and entrepreneurial spirit who has excelled in building, fostering and leading a number of organizations in India. Under his stewardship, the group has been managing wide-ranging advisory, consulting and syndication services for the corporate. Mr. Bipin Agarwal, Promoter Director of IITL Group, has an illustrious career spanning over 25 years in business including finance and management expressly portfolio management and administration. He has an abounding experience in fund raising both equity and debt. He has expertise in financial & corporate structuring, mergers & acquisitions.

Mr. Milind S. Desai
Independent Director

He is a Chartered Accountant. He has graduated in Commerce and also in General Indian Laws and holds B.Com and LL. B. (Gen.) degrees from the University of Bombay. He has more than 28 years of experience in the fields of Merchant Banking, Finance & Accounts, Taxation, Corporate Re-structuring, etc.

Ms. Sujata Chattopadhyay
Independent Director

A fellow member of the Institute of Cost Accountants of India and the Institute of Company Secretaries of India, Sujata Chattopadhyay is a registered Insolvency Professional with over 29 years post qualification experience. Starting her career as a Cost Accountant, she has worked across various industries and geographies. Presently in full time practice as a Company Secretary, Sujata was a whole time director with Choice Capital Advisors Private Limited, a Merchant Banking company. She is an independent Director at Revalyu Recycling (India) Limited (previously Polygenta Technologies Limited), Steel Exchange India Limited, Vakrangee Limited, Felguera Graus India Private Limited and Resolve India Private Limited.

Mr.S. Thiruvenkatachari
Non Independent Non Executive Director (Representative of LIC of India)

He is M.Com Bus-Admn, FIII. He retired as Executive Director from LIC of India on 30th November 2023. He represents LIC of India as nominee Director. He has experience of more than 34 years in Life Insurance Industry in India. During his tenure in Corporation he has worked in different positions and Geographical locations gathering rich experience. As Chief and also as Executive Director of CRM he was instrumental in simplifying claims settlement Operations which facilitated quick claim settlement. His initiative of writing Process flow of validation of Claimants through NPCI helped in settling claim in time as well as in preventing wrong payments. He was Marketing Manager for 5 Years and was also Headed 2 Divisional Offices and 3 Branch Offices of Corporation. He has rich experience in Marketing, Managing and Auditing of Life Insurance Operations.

Mr. Shankar Narayan Mokashi
Independent Director

He retired from LIC of India w.e.f. 01.01.2022. He has a rich experience of more than 35 years in Life Insurance Industry in India. During his tenure with LIC he has worked across functions viz. Information Technology, Pension & Group Schemes, Personnel Department, CRM Department, Estate Department in LIC. He also headed IT function of LIC Housing Finance as General Manager wherein he had implemented two main IT packages Kastle and Orion to take care of the Loan Processing and Accounting part of LIC HFL. During his tenure as Executive Director (Investment - RM & R) he implemented IT package for Enterprise Risk Management.

Mr. Narayanan Rangarajan
Independent Director

He is an Associate Member of the Institute of Chartered Accountants of India (ICAI) and the Institute of Cost and Works Accountants of India (ICWAI). Mr. Narayanan Rangarajan was previously associated with 1 company, Nomura Services I Private Limited in the capacity of Managing Director (Global Middle Office) and Managing Director (Operations). He has more than 3 decades of varied experience in the fields of Finance & Accounts, Taxation, Productivity and Process /Improvement, etc.

Management Team

Mrs. Cumi Banerjee
CEO (Secretarial, Legal and Administration) & Company Secretary

She holds degree in B.Sc, Masters of Law (LLM), Fellow Company Secretary (FCS) from Institute of Company Secretaries of India, CPCM from Mumbai University and an Executive MBA . She started her Corporate journey with a Multi-National Company (MNC), USA based, as Statistician. She was thereafter promoted as Company Secretary and worked for 17 years. She started her Legal practice as an Advocate, Mumbai High Court prior to joining the IITL Group. She is associated with IITL Group from last 22 years and is holding the position of CEO (Secretarial, Legal and Administration) & Company Secretary.

Mr. Sameer Gaikwad
CEO – NBFC Operations

He is a MBA (Marketing) and B.E. (Mechanical) by qualification. He possesses vast experience in Assets, Liabilities and Payments Department of the Bank. He has strong business acumen and a proven track-record of stamping success in uncertainties & challenges across the entire gamut of Banking Sales & Operations. He has in-depth understanding of all processes connected with Banking industry including RBI obligations & guidelines.

Mr. Sagar Jaiswal
Group CFO

He has over nine years of extensive experience in banking, finance, and telecommunications. A qualified Chartered Accountant since 2015 and a postgraduate from Mumbai University, Sagar has a strong foundation in financial management and strategic analysis. Prior to joining IITL Group, Mr. Sagar served as the Lead Business Finance Manager at a leading telecom operator, where he played a pivotal role in driving financial performance and enhancing business strategies. He also held the position of Lead Financial Analyst at a prominent global bank, where he was responsible for in-depth financial analysis and reporting. With a proven track record in optimizing financial operations and fostering business growth, Mr. Sagar is committed to steering IITL Group towards its strategic financial goals.

DETAILS OF FAMILIRIZATION PROGRAMMES IMPARTEDTO INDEPENDENT DIRECTORS

In view of the provisions of Schedule IV to the Companies Act, 2013 read with the provisions of Regulation 25(7) of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, the Independent Directors are familiarized by the Company on the following matters:

  • Nature of Industry in which the Company operates
  • Business model of the Company
  • Roles, Rights, Responsibilities of Independent Directors and
  • Other relevant information

The Independent Directors who are newly appointed are given a brief profile of the Company which provides the details of the Industry in which the Company operates business of the Company and its Associates and Joint Ventures. They are also provided a copy of Annual Reports, presentations, recent press releases, Memorandum and Articles of Association.

The Company believes that the Board Members should be continuously made aware of the latest development in the Company’s business and the external environment affecting the Company and the Industry as whole.

After the conclusion of every Board Meeting every quarter, the Company through its Chairman / Key Managerial Personnel conducts programmes/presentations to familiarize the Independent Directors with strategy operations, functions of the Company, the policies, changes in Regulatory environment in which the operates. Besides that the Independent Directors are also apprised of working capital management, fund flows, Compliance of tax and other laws.

The programmes/power point presentation enables the Independent Directors to understand the Company’s strategy, business model, markets, organization structure, risk management and such other areas from time to time

A detailed appointment letter incorporating the roles, duties and responsibilities, remuneration and performance evaluation process is issued for acceptance of Independent Directors.

The Independent Directors were informed on their roles, rights and responsibilities in context with the new Companies Act, 2013, SEBI Guidelines on Corporate Governance and the SEBI ( Listing Obligations and Disclosure Requirements ), Regulations, 2015.

A special meeting of Independent Directors is also held to discuss issues of immediate requirements.

Details of familiarization programmes imparted till date
Date of programme Details of programme
August 08, 2017 Familiarization programme was held for the Director on the following:
1) Goods and Service Tax (GST) and its applicability on NBFC.
2) Master Direction of Reserve Bank of India dated June 08, 2017 on Information Technology Framework for the NBFC Sector
May 29, 2018 Familiarization programme was held for the Director on the following:
1) Notification dated May 09, 2018 issued by Securities and Exchange Board of India on SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018
2) SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2018/79 dated May 10, 2018 w.r.t. implementation of certain recommendations of the Committee on Corporate Governance under the Chairmanship of Shri UdayKotak
3) Companies (Appointment and Qualification of Directors) Second Amendment Rules, 2018 dated May 07, 2018 issued by MCA with regard to amendment in Rule 5 on Qualifications of Independent Director
February 12, 2019 Familiarization programme was held for the Director on the following:
1) Notification dated November 16, 2018 issued by Securities and Exchange Board of India on SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018
2) Circular dated December 07, 2018 issued by SEBI for Disclosure of significant beneficial ownership in the shareholding pattern
3) Notification dated December 31, 2018 issued by Securities and Exchange Board of India on SEBI (Prohibition of Insider Trading) (Amendment) Regulations, 2018
4) Notification dated January 12, 2019 on the Companies (Amendment) Ordinance 2019 issued by Ministry of Law and Justice
May 23, 2019 Familiarization programme was held for the Director on the following:
1) Circular dated March 29, 2019 issued by Securities and Exchange Board of India (SEBI) for Procedure and formats for limited review / audit report of the listed entity and those entities whose accounts are to be consolidated with the listed entity.
2) Ministry of Corporate Affairs (MCA) vide its Notification dated April 30, 2019 have notified the Companies (Acceptance of Deposits) Second Amendment Rules, 2019 regarding filing of one time return in DPT-3 Form by every company other than Government Company
3) Notification dated February 08, 2019 issued by the Ministry of Corporate Affairs (MCA) on declaration of Significant Beneficial Owners (SBO) in an Indian company
August 19, 2019 Familiarization programme was held for the Director on the following:
1) Compliance w.r.t. Clause 7B of Part A of Schedule III of SEBI (LODR) on resignation of independent director and an e-mail received from nse on the same
2) SEBI Circular No. SEBI/HO/CFD/DCR1/CIR/P/2019/90 dated August 07, 2019 on Disclosure of reasons for encumbrance by promoter of listed companies
3) Highlights of the important amendments in the Companies (Amendment) Act, 2019
4) RBI Direction DBR.No.BP.BC.45/21.04.048/2018-19 dated June 07, 2019 on Prudential Framework for Resolution of Stressed Assets
5) RBI Master Direction DNBR. PD. 008/03.10.119/2016-17 issued for Non-Banking Financial Company - Systemically Important Non-Deposit taking Company and Deposit taking Company (Reserve Bank) Directions, 2016 updated as on August 02, 2019
November 13, 2019 Familiarization programme was held for the Director on the following:
1) Government has brought in the Taxation Laws (Amendment) Ordinance 2019 to make certain amendments in the Income-tax Act 1961 and the Finance (No. 2) Act 2019. This was announced by the Union Minister for Finance & Corporate Affairs Smt. Nirmala Sitaraman during the Press Conference in Goa on September 20, 2019 as a Press Note of even date.
2) MCA’s Notification dated October 22, 2019 on Companies (Appointment and Qualification of Directors) Fifth Amendment Rules, 2019.
3) MCA’s Notification dated October 22, 2019 on Companies (Creation and Maintenance of databank of Independent Directors) Rules, 2019.
June 26,2020 1) Circular dated May 20, 2020 issued by SEBI on Advisory on disclosure of material impact of COVID – 19 pandemic on listed entities under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘LODR Regulations’ / ‘LODR’):
2) Circulars dated March 19, 2020, March 26, 2020, April 13, 2020 and May 12, 2020 issued by SEBI on Relaxation from compliance with certain provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 due to the CoVID -19 virus pandemic:
3) Circular dated March 27, 2020 issued by SEBI on Relaxation from compliance with certain provisions of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (SAST Regulations) due to the COVID-19 pandemic:
4) Ministry of Corporate Affairs (MCA) vide its General Circular No.12/2020 dated March 30, 2020 have introduced Companies Fresh Start Scheme, 2020:
5) Ministry of Corporate Affairs (MCA) vide its Notification dated March 19, 2020 issued the Companies (Meetings of Board and its Powers) Amendment Rules, 2020 regarding holding of the Board Meetings on matters referred to in sub-rule (1) of Rule 4 of the said Rules through video conferencing or other audio visual means in accordance with rule 3
6) Ministry of Corporate Affairs (MCA) vide its General Circular No.20/2020 dated May 05, 2020 regarding holding of annual general meetings by companies through video conferencing or other audio visual means
February 12, 2021 SEBI Circular dated 15.01.2021 on Relaxation from compliance with certain provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 due to the COVID-19 pandemic
March 24, 2021 1) 74% FDI in Insurance Sector (Business Standard-11.03.2021)
2) SEBI Circular No. SEBI/HO/ISD/ISD/CIR/P/202 dated September 09, 2020 on Automation of Continual Disclosures under Regulation 7(2) of SEBI (Prohibition of Insider Trading) Regulations, 2015 - System driven disclosures
June 25, 2021 1) Circular dated April 29, 2021 issued by SEBI on Relaxation from compliance with certain provisions of the SEBI (Listing Obligations Disclosure Requirements) Regulations, 2015 due to the CoVID-19 pandemic
2) Reserve Bank of India guidelines for posting Statutory Auditors of Commercial Banks (excluding RRBs), UCBs and NBFCs (including HFCs) dated April 27, 2021
3) Circular dated May 03, 2021 issued by Ministry of Corporate Affairs on gap between two board meetings under Section 173 of the Companies Act, 2013
November 11, 2021 1) MCA has made amendments in Schedule III (General Instructions for Preparation of Balance Sheet and Statement of Profit and Loss) to the Companies Act, 2013 vide its notification dated March 24, 2021; Changes effective from April 01, 2021
2) SEBI has amended SEBI (Listing Obligations Disclosure Requirements) Regulations, 2015 vide its notification dated August 03, 2021; Changes effective from January 01, 2022
a) SEBI’s amendments on Obligations with respect to Independent Directors
b) SEBI strengthens the criteria for determination of status of Independent directors
c) SEBI mandates Letter of resignation of the Independent director to be provided to the Stock Exchanges
d) SEBI mandates approval of Related Party Transactions by Independent Directors
e) SEBI mandates approval by Shareholders for Appointment of Directors at the next General meeting or within three months from the date of appointment whichever is earlier under Regulation 17(1C):
f) SEBI widens the role of Nomination and Remuneration Committee
g) SEBI stipulates Audit Committee to have at least Two-third representation as Independent Directors:
h) SEBI stipulates changes in the composition of Nomination and Remuneration Committee
March 24, 2022 1) SEBI Circular No. SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2022/8 dated January 25, 2022 on Issuance of Securities in dematerialized form in case of Investor Service Requests
August 13, 2022 1) SEBI Circular dated 25.05.2022 on Simplification of procedure and standardization of formats of documents for issuance of duplicate securities certificates:
2) SEBI Circular dated 05.08.2022 on Trading Window closure period under Clause 4 of Schedule B read with Regulation 9 of SEBI (Prohibition of Insider Trading) Regulations, 2015 (“PIT Regulations”) – Framework for restricting trading by Designated Persons (“DPs”) by freezing PAN at security level
November 14, 2022 1) MCA has vide Notification dated September 20, 2022 has amended the Companies (CSR Policy) Amendment Rules, 2022; Changes effective from September 20, 2022
2) RBI vide Circular No. RBI/2021-22/112 DOR.CRE.REC.No.60/03.10.001/2021-22 has issued Guidelines on Scale Based Regulation (SBR): A Revised Regulatory Framework for NBFCs
3) SEBI Circular No. SEBI/HO/OIAE/IGRD/P/CIR/2022/0150 dated November 07, 2022 on redressal of investor grievances through the SEBI Complaints Redress System (SCORES) platform
March 04, 2023 1) SEBI Circular No. SEBI/HO/OIAE/2023/03391 dated January 27, 2023 on Generating awareness on availability of Dispute Resolution Mechanism at Stock Exchanges against Listed Companies / Registrar to an Issue and Share Transfer Agents (RTAs)
August 12, 2023 1) SEBI Notification dated 14.06.2023 on SEBI (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations, 2023
2) SEBI Circular No. SEBI/HO/CFD/CFD-PoD-1/P/CIR/2023/123 dated July 13, 2023 on Disclosure of material events / information by listed entities under Regulations 30 and 30A of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015
November 08, 2023 1) MCA General Circular No.09/2023 dated September 25, 2023 on clarification on holding of Annual General Meeting (AGM) and EGM through video Conference (vC) or other Audio visual Means (OAVM) and passing of Ordinary and Special resolutions by the companies under the Companies Act, 2013 read with Rules made thereunder – Extension of timeline
2) MCA Notification dated October 27, 2023 on amendment in the Companies (Management and Administration) Second Amendment Rules, 2023 mandating every Company to designate a person who shall be responsible for furnishing, and extending cooperation for providing information to the Registrar or any other authorized officer with respect to beneficial interest in shares of the Company
Attendance of Independent Directors in the Programmes
Name of Independent Directors No. of programmes attended No. of hours spent in the programmes attended
F.Y. 17-18 F.Y. 18-19 F.Y. 19-20 F.Y. 20-21 F.Y. 21-22 F.Y. 22-23 F.Y. 23-24 On cumulative basis till date F.Y. 17-18 F.Y. 18-19 F.Y. 19-20 F.Y. 20-21 F.Y. 21-22 F.Y. 22-23 F.Y. 23-24 On cumulative basis till date
Mr.VenkatesanNarayanan 1 2 3 3 3 3 2 17 1 2 3 3 3 3 2 17
Ms. Sujata Chattopadhyay - 1 2 3 3 3 2 14 - 1 2 3 3 3 2 14
Mr. Milind S. Desai @ N.A 1 3 3 3 3 2 15 N.A 1 3 3 3 3 2 15
* Ceased to be an Independent Director w.e.f. December 31, 2018 @ Appointed as an Additional Director w.e.f. February 12, 2019 #Re-appointed as Independent Director w.e.f. September 22, 2023

DEMAND/CALL LOANS/CORPORATE GUARANTEE

The rate of interest shall be in consonance with prevailing market rate, rates released by Fixed Income Money Market and Derivatives Association of India (FIMMDA) and the rates of various Government securities and subject to such other terms and conditions as may be mutually agreed upon at the time of execution of the loan / facility agreement.

The cut-off date for the repayment of the demand / call loan / margin funding shall be within a period of One year. Reasons will be recorded in writing at the time of sanctioning demand or call loan, if the cut-off date for demanding or calling up such loan is stipulated beyond one year from the date of sanction.

The interest on such loans / margin funding shall be payable either on monthly/quarterly rest. The payment due date for such interest is on the last day of the month/quarter.

Reasons will be recorded in writing, if interest reduction / moratorium is granted for any specific period while sanctioning the loan / margin funding.

Committee for Investments / Loans and Risk Management of the Company is authorized to grant loans, make investments and give guarantees within monetary limits as stipulated under the Prudential norms of RBI.

TERMS AND CONDITIONS OF APPOINTMENT OF INDEPENDENT DIRECTORS

Pursuant to declarations received under Section 149(6) of Companies Act, 2013 and based on the recommendation of Nomination and Remuneration Committee, the Board and the Shareholders have approved the appointment of following Directors as Independent Directors.

The terms and conditions of appointment of the following Independent Directors are subject to the extant provisions of the (i) applicable laws, including the Companies Act, 2013 (‘2013 Act’) and Clause 49 of the Listing Agreement (as amended from time to time) and (ii) Articles of Association of the Company

Sl. No. Name of Independent Director With effect from To
1 Ms. Sujata Chattopadhyay September 22, 2023 Re-appointed for a second term of five consecutive years till the conclusion of 95th AGM to be held in the year 2028
2 Mr. Milind S. Desai September 25, 2024 Re-appointed for a second term of five consecutive years up to the date of completion of his tenure of ten years in the Company from the date of his original appointment on the Board i.e. February 11, 2029
3 Mr. Shankar Narayan Mokashi August 14, 2024 To hold office for a period of five years with effect from August 14, 2024 till August 13, 2029.
4 Mr. Narayanan Rangarajan August 14, 2024 To hold office for a period of five years with effect from August 14, 2024 till August 13, 2029.

The broad terms and conditions of their appointments as Independent Directors of the Company are reproduced hereunder:

1. Appointment

The appointment will be for the period mentioned against their respective names (“Term”). The Company may disengage Independent Directors prior to completion of the Term subject to compliance of relevant provisions of the 2013 Act.

As Independent Directors, they will not be liable to retire by rotation.

Reappointment at the end of the Term shall be based on the recommendation of the Nomination and Remuneration Committee and subject to the approval of the Board and the shareholders. The reappointment would be considered by the Board based on the outcome of the performance evaluation process and the directors continuing to meet the independence criteria.

The directors may be requested to be a member / Chairman of any one or more Committees of the Board which may be constituted from time to time.

2. Role and Duties

The role and duties will be those normally required of a Non-Executive Independent Director under the Companies Act, 2013 and the listing agreement. There are certain duties prescribed for all Directors, both Executive and Non-Executive, which are fiduciary in nature and are as under:

  • I.They shall act in accordance with the Company’s Articles of Association.
  • II. They shall act in good faith in order to promote the objects of the Company for the benefit of its members as a whole, and in the best interest of the Company.
  • III. They shall discharge their duties with due and reasonable care, skill and diligence.
  • IV. They shall not involve themselves in a situation in which they may have a direct or indirect interest that conflicts, or possibly may conflict, with the interest of the Company.
  • V. They shall not achieve or attempt to achieve any undue gain or advantage either to themselves or to their relatives, partners or associates.
  • VI.They shall not assign their office as Director and any assignments so made shall be void.
  • In addition to the above requirements applicable to all Directors, Non-Executive Director:
  • i) Should constructively challenge and help developproposals on strategy;
  • ii) Should scrutinise the performance ofmanagement in meeting agreed goals and objectives;
  • iii) Should satisfy themselves on the integrity of financialinformation and that financial controls and systems of risk management are robust and defensible;
  • iv) Are responsible for determining appropriate levelsof remuneration of Executive Directors and have a prime role in appointing, and where necessary, removing Executive Directors and in succession planning;
  • v) Should take responsibility for the processes for accurately reporting on performance and the financial position of Industrial Investment Trust Limited; and
  • vi) Should keep governance and compliance withthe applicable legislation and regulations under review and the conformity of Industrial Investment Trust Limited practices to accepted norms.

3. Status of Appointment

3.1 They will not be an employee of the Company. They will be paid such remuneration by way of sitting fees for meetings of the Board and its Committees as may be decided by the Board and approved by the Shareholders from time to time. Further, they may be paid remuneration by way of commission as may be approved by the Board and the Shareholders from time to time.

4. Reimbursement of Expenses

In addition to the remuneration described in paragraph 5 the Company may, for the period of appointment of Independent Directors, reimburse them for travel, hotel and other incidental expenses incurred by them in the performance of their role and duties.

5. Conflict of Interest

5.1 It is accepted and acknowledged that they may have business interests other than those of the Company. As a condition to their appointment commencing, they are required to declare any such directorships, appointments and interests to the Board in writing in the prescribed form at the time of their appointment.

5.2 In the event that their circumstances seem likely to change and might give rise to a conflict of interest or, when applicable, circumstances that might lead the Board to revise its judgment that they are independent, this should be disclosed to the Chairman of the Company.

6. Confidentiality

All information acquired during their appointment is confidential to Industrial Investment Trust Limited and should not be released, either during their appointment or following termination (by whatever means) to third parties without prior clearance from the Chairman unless required by law or by the rules of any stock exchange or regulatory body.

Their attention is also drawn to the requirements under the applicable regulations and the Industrial Investment Trust Limited’s Code of Insider Trading which concern the disclosure of price sensitive information and dealing in the securities of Industrial Investment Trust Limited. Consequently they should avoid making any statements or performing any transactions that might risk a breach of these requirements without prior clearance from the Chairman.

7. Evaluation

The Company will follow the following Evaluation mechanism:

7.1 Based on the evaluation and recommendation by the Nomination and Remuneration Committee, the Company will carry out an evaluation of the performance of the Board as a whole, Board Committees and Directors on an annual basis.

7.2 On the basis of the report of performance evaluation, it shall be determinedwhether to extend or continue the term of appointment as anIndependent Director.

8. Insurance

Industrial Investment Trust Limited has Directors’ and Officers’ liability insurance and it is intended that Industrial Investment Trust Limited will assume and maintain such cover for the full term of their appointment.

9. Independent Professional Advice

There may be occasions when they consider that they need professional advice in furtherance of their duties as a Director and it will be appropriate for them to consult independent advisers at the Company’s expense. The Company will reimburse the full cost of expenditure incurred in accordance with the Company’s policy.

10. Disclosure of Interest

The Company must include in its Annual Accounts a note of any material interest that a Director may have in any transaction or arrangement that the Company has entered into. Such interest should be disclosed no later than when the transaction or arrangement comes up at a Board meeting so that the minutes may record their interest appropriately and our records are updated. A general notice that they are interested in any contracts with a particular person, firm or company is acceptable.

11. Code for Independent Directors, Code of Conduct for Directors and Code of Conduct for Prevention of Insider Trading

They are required to abide by theCode for Independent Directors, Code of Conduct for Directors and Code of Conduct for Prevention of Insider Trading, as issued by the Company.

12. Termination

a. They may resign from their position at any time and should they wish to do so, they are requested to serve a reasonable written notice on the Board.

b. Continuation of their appointment is contingent on their getting re-elected by the shareholders in accordance with provisions of Companies Act, 2013 and the Articles of Association of the Company, from time to time in force. They will not be entitled to compensation if the shareholders do not re-elect them at any time.

Industrial Investment Trust Limited

Current Constitution of the Board

Dr. Bidhubhusan Samal

Non Independent Executive Chairman

Mr. Bipin Agarwal

Non Independent Executive - Managing Director

Mr. S. Thiruvenkatachari

Non Independent Non Executive LIC Nominee Director

Ms. Sujata Chattopadhyay

Independent Director

Mr. Milind S. Desai

Independent Director

Mr. Shankar N. Mokashi

Independent Director

Mr. N. Rangarajan

Independent Director

Current Constitution of Audit Committee (AC)

Mr.Milind S. Desai

Chairman

Mr. S. Thiruvenkatachari

Member

Mr. N. Rangarajan

Member

Current Constitution of Nomination and Remuneration Committee (NRC):

Mr. Milind S. Desai

Chairman

Ms. Sujata Chattopadhyay

Member

Mr. S. Thiruvenkatachari

Member

Stakeholders Relationship Committee (SHRC)

Mr. Shankar N. Mokashi

Chairman

Mr. N. Rangarajan

Member

Mr. Sujata Chattopadhyay

Member

Corporate Social Responsibility Committee

Dr. B. Samal

Chairman

Mr. Bipin Agarwal

Member

Mr. Shankar N. Mokashi

Member

ALCO Committee

Dr. B. Samal

Chairman

Mr. Bipin Agarwal

Member

Ms. Milind Desai

Member

Mrs. Cumi Banerjee

CEO (Secretarial, Legal and Admin) & Company

Mr.Sameer Gaikwad

CEO – NBFC Operations

Mr. Sagar Jaiswal

Group CFO

Mr. Sunil Yede

Assistant Manager - IT

Committee for Investments / Loans

Mr. Milind S. Desai

Chairman

Dr. B. Samal

Member

Mr. Bipin Agarwal

Member

Mr.Sameer Gaikwad

CEO – NBFC Operations

Mr. Sagar Jaiswal

Group CFO

Risk Management Committee

Mr. N. Rangarajan

Chairman

Mr. Thiruvenkatachari

Member

Ms. Sujata Chattopadhyay

Member

Mr. Shankar N. Mokashi

Member

Mr.Sameer Gaikwad

CEO – NBFC Operations

Mr. Sagar Jaiswal

Group CFO

IT Strategy Committee

Mr. Shankar N. Mokashi

Chairman

Mrs. Cumi Banerjee

CEO (Secretarial, Legal and Admin) & Company

Mr.Sameer Gaikwad

CEO – NBFC Operations

Mr. Sagar Jaiswal

Group CFO

Mr. Sachin Shinde

Member (Chief Information Officer)

Mr. Sunil Yede

Member (Chief Technology Officer)

Corporate & Registered Office

Industrial Investment Trust Limited (IITL)

Office No. 101A, B wing,"The Capital",
G-Block, Plot No.C-70, Bandra Kurla Complex,
Bandra (East), Mumbai - 400051.

we're just a call away
022-43250100

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