iifcl asset management company limited...

IAMCL

IIFCL Asset

Management

Company Limited

CONTENTS

Page No.

Notice 1

7

26

27

30

31

32

33

40

41

Director's Report

Comments of the Comptroller and Auditor General of India

Independent Auditor's Report

Balance Sheet

Profit and Loss Account

Cash Flow Statement

Notes to Accounts

Attendance Slip

Proxy Form

Statutory Auditors

Registered Office

Corporate Office

Bankers

M/s Virender K. Gupta & Co, Chartered Accountants

2nd Floor, MCD Building, D.B Gupta Road,

Paharganj, New Delhi-110055.

Phone: 011-23583959,23583216

9th Floor, Hindustan Times Building,

18 & 20, Kasturba Gandhi Marg,

New Delhi-110001.

Phone: 011-23450267/77

www.iifclmf.com

CIN: U65991DL2012GOI233601

Email: [email protected]

301-312, 3rd Floor, Ambadeep Building

14, Kasturba Gandhi Marg,

New Delhi-110001

Phone: 011-43717125/26

IDBI Bank Limited

Annual Report 2014-15IIFCL Asset Management Company Limited 1

IIFCL ASSET MANAGEMENT COMPANY LIMITED

IIFCL ASSET MANAGEMENT COMPANY LIMITED(A wholly Owned Subsidiary of IIFCL, A Govt. of India Enterprise)

CIN: U65991DL2012GOI233601

Regd. Office:

Ph: Fax No.

Email: Website :

9th Floor, Hindustan Times House Building,

18 & 20 Kasturba Gandhi Marg, New Delhi-110001

011-43717125/26. 011-23445119

[email protected] www.iifclmf.com

N O T I C E

NOTICE IS HEREBY GIVEN THAT THE THIRD ANNUAL GENERAL MEETING OF THE MEMBERS

OF IIFCL ASSET MANAGEMENT COMPANY LIMITED WILL BE HELD ON THURSDAY THE 10th

SEPTEMBER, 2015 AT 11.00 A.M AT THE BOARD ROOM OF INDIA INFRASTRUCTURE FINANCE

COMPANY LIMITED (IIFCL), 8th FLOOR, HINDUSTAN TIMES HOUSE BUILDING, 18 & 20

KASTURBA GANDHI MARG, NEW DELHI-110001 TO TRANSACT THE FOLLOWING

BUSINESSES:

(1) To receive, consider and adopt the audited Balance Sheet as at 31st March 2015 and the

statement of Profit and Loss for the year ended 31st March 2015together with the Report of

the Board of Directors and Auditor's report thereon and the comments thereon of the

Comptroller & Auditor General of India.

(2) Pursuant to section 139(1) of the Companies Act, 2013, the Auditors of a Government

Company are to be appointed or re-appointed by the Comptroller and Auditor General of

India (C&AG) and in terms of Section 142(1) of the Companies Act, 2013, their remuneration

has to be fixed by the Company in Annual General Meeting. The Members of the Company in

the 2nd Annual General Meeting held on Monday, 30th June 2014 had authorized the Board of

Directors to fix the remuneration of Statutory Auditors for the financial year 2014-15.

Accordingly, the Board of Directors had fixed audit fee of 45000(Rupees forty five thousand

only) plus service tax for the Statutory Auditors for the financial year 2014-15.

Pursuant to section 139(1) of the Companies Act, 2013, the Statutory Auditors of the

Company for the year 2015-16 are yet to be appointed by C&AG. The members may authorize

the Board of Directors to fix an appropriate remuneration of Statutory Auditors as may be

deemed fit by the Board for the year 2015-16.

`

ORDINARY BUSINESS:

SPECIAL BUSINESS:

(3) Appointment of Dr. Pawan Singh (DIN:00044987) as an Independent Director.

To consider and if thought fit, to pass the following resolution as an ORDINARY RESOLUTION:

“RESOLVED THAT

“RESOLVED THAT

pursuant to the provisions of Sections 149 and 152 read with Schedule IV and

other applicable provisions, if any, of the Companies Act, 2013 (“the Act”) and the Companies

(Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s)

or re-enactment(s) thereof, for the time being in force), Dr. Pawan Singh be and is hereby appointed

as an Independent Director of the Company, not liable to retire by rotation and to hold office for a

maximum term of four years i.e upto 31st March, 2019 or till the cessation of office with his

nominating organization, whichever is earlier.”

(4) Appointment of Sh. M N Sarma (DIN:06734357) as an Independent Director.

To consider and if thought fit, to pass the following resolution as an

pursuant to the provisions of Sections 149 and 152 read with Schedule IV and

other applicable provisions, if any, of the Companies Act, 2013 (“the Act”) and the Companies

(Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s)

or re-enactment(s) thereof, for the time being in force), Sh. M N Sarma be and is hereby appointed as

an Independent Director of the Company, not liable to retire by rotation and to hold office for a term

of four years i.e upto 31st March, 2019 or till the cessation of office with his nominating

organization, whichever is earlier.”

ORDINARY RESOLUTION:

By Order of the Board of Directors

FOR IIFCL ASSET MANAGEMENT COMPANY LIMITED

Place: New Delhi

Date:27th July, 2015

Sd/-

Ajay PS SainiHead- Company Secretariat & Compliances

REGISTERED OFFICE9th Floor, HT House,

18 & 20 Kasturba Gandhi Marg,

New Delhi-110001


www.iifclmf.com

CIN: U65991DL2012GOI233601

Phone: 011-43717125/26

2Annual Report 2014-15 IIFCL Asset Management Company Limited

NOTES: -

(1)

(2) Proxies in order to be effective must be received by the company not less than 48 hours

before the commencement of the Annual General Meeting. Blank proxy form is enclosed.

(3) Corporate Members are requested to send a duly certified copy of the Board

Resolution/Power of Attorney /Authority authorizing their representative to attend and

vote on their behalf at the Annual General Meeting. Alternatively, such an authority duly

certified should be brought by the representative attending on behalf of the corporate body

at the meeting.

(4) A Statement pursuant to section 102(1) of the Companies Act, 2013, relating to special

business to be transacted at the meeting is annexed hereto.

(5) None of the Directors of the Company is in any way related to each other.

(6) All the documents referred to in the accompanying notice are open for inspection at the

Registered Office of the Company on all working days (excluding Saturday and Sunday),

between 11.00 A.M to 1.00 P.M., prior to the Annual General Meeting.

(7) Members desirous of obtaining any information/clarification(s) concerning the accounts

and operations of the Company or intending to raise any query are requested to forward

the same at least 10 days before the date of meeting at the Registered Office of the Company

so that the same may be attended to appropriately.

(8) Members are requested to bring their Attendance Slip to the Annual General Meeting.

(9) Route map of the venue of the Annual General Meeting is enclosed.

A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO

APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF/HERSELF AND THE

PROXY NEED NOT BE A MEMBER OF THE COMPANY.


EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES

ACT, 2013.

ITEM No. 3 & 4:

Dr. Pawan Singh & Sh. M.N. Sarma were appointed as Independent Directors to the Board of IIFCL

Asset Management Company Limited (IAMCL) on 14th August, 2012 & 9th December, 2013

respectively.

As per Section 149 of the Companies Act, 2013, Companies (Appointment and Qualifications of

Directors) Rules, 2014 (“the Act”)provides for appointment of Independent Directors at a general

meeting of the Company. The Act further provide that the tenure of the Independent Directors shall

not exceed five years at a time from the date of the commencement of the Act i.e 1st April, 2014 and a

further term of five consecutive years.

As per the relevant Clarification issued by MCA in this regard require that it would be necessary that

if it is intended to appoint existing Independent Directors under the new Act, such appointment

shall be made expressly under section 149 read with Schedule IV of the Companies Act, 2013 within

the period stipulated therein.

The Resolutions seek the approval of Members for the appointment of Dr. Pawan Singh & Sh. M.N.

Sarma as Independent Directors of the Company pursuant to Section 149, 152 read with Schedule IV

of the Companies Act, 2013. The term shall be for a maximum period of four years i.e upto 31st

March, 2019 as they hold the directorship prior to implementation of the Companies Act, 2013 or

till they cease to hold office with their nominating organizations due to superannuation or any other

reason, whichever is earlier.

Dr. Pawan Singh and Sh. M. N Sarma holds NIL shares of IIFCL Asset Management Company Limited.

None of the Directors and Key Managerial Personnel of the Company or their relatives except Dr.

Pawan Singh and Sh. M. N Sarma are interested or concerned in this resolution.

The Board recommends these resolutions for your approval.

ANNEXURE TO THE NOTICE

By Order of the Board of Directors

FOR IIFCL ASSET MANAGEMENT COMPANY LIMITEDPlace: New Delhi

Date:27th July, 2015

Sd/-

Ajay PS SainiHead- Company Secretariat & Compliances

REGISTERED OFFICE9th Floor, HT House,


New Delhi-110001

Ph: 011-43717125/26


www.iifclmf.com

CIN: U65991DL2012GOI233601



Name

Date of Birth & Age

Date of Appointment

Qualifications

Areas of Expertise

Directorships held in other

companies

Membership/Chairmanship

of Committees of other

Companies

No. of Shares held in IIFCL Asset

Management Company Limited

Dr. Pawan Singh Sh. M.N. Sarma

19.10.1961

53 years

14th August, 2012

B.A. Honours (Economics,

English, History), M.B.A.

(Finance & Marketing), Ph.D.

in Financial Management

(Infrastructure Financing)

Financial Planning, Debt

Management including

Debt restructuring and Debt

financing, Equity financing,

Budgeting, handling of

financial products like

FCCB etc.

NIL

NIL

NIL

NIL

20th May, 1958

57 years

9th December, 2013

M.A. (Economics), LL.B., AIII

Investment (Operations &

Information Technology)

Director

Industrial Credit Company

Limited

BRIEF PARTICULARS OF DIRECTORS PROPOSED TO BE APPOINTED AT THIS AGM

Whole Time Director

Director

PTC India Financial Services

Limited

PFS Capital Advisors Limited

Route Map for the venue of 3rd Annual General Meeting of

IIFCL Asset Management Company Limited (IAMCL)

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01


DIRECTORS' REPORT

Financial Results

To

The Shareholders,

The Directors of IIFCL Asset Management Company Limited (IAMCL) take great pleasure inpresenting the Third Annual Report on the business and operations of your company and theAudited financial statements for the financial year ended 31st March, 2015 along with report of theStatutory Auditors and the Comptroller and Auditor General of India thereon.

The summary of financial results of the company for the period ended 31st March 2015 are as under:

(` in Lacs)


SUMMARISED STATEMENT OF PROFIT & LOSS FOR THE PERIOD ENDED

31st MARCH 2015

PARTICULARS

Operating Profit

Exceptional Items

PROFIT BEFORE TAX

Tax Expense

PROFIT FOR THE YEAR

Earnings per equity share

(face value of 10/-each)(in )� �

Total Revenue

Total Expenses

Figures for the

period ended

31st March 2015

Figures for the

period ended

31st March 2014

476.58

239. 33

237.25

-

78.10

237.25

159.15

1.27

158.72

119.68

39.04

-

12.72

39.04

26.32

0.21


During the financial year, your company's total revenue grew to 4.77 crore from 1.59 crore, net

revenue from operation to 3.59 crore from 0.37 crore and net profit to 1.59 crore from 0.26

crore.

� �

� � �`

Dividend

Reserves

Infrastructure Debt Fund

The Board of Directors of your Company has not recommended any dividend for the financial year

ended on 31st March 2015.

The company has transferred 159,14,177 to Reserves and Surplus for the financial year 2014-15.

As per the estimated infrastructure investment outlay of USD 1 Trillion during the 12th Five Year

Plan, infrastructure projects require cost effective and long-term financing for the growth of

Infrastructure sector and capital formation. To address the issue, the Government of India has

allowed for setting-up of Infrastructure Debt Funds (IDFs) through the NBFC route regulated by RBI

and the other through the Mutual Fund (MF) route regulated by Securities and Exchange Board of

India (SEBI).

India Infrastructure Finance Company Limited (IIFCL) had chosen the SEBI regulated MF route and

incorporated IIFCL Asset Management Company Ltd (IAMCL), a wholly owned Subsidiary, in

March, 2012 to manage IIFCL Mutual Fund (IDF). IIFCL Mutual Fund (IDF) was registered by SEBI in

January, 2013.

IIFCL Mutual Fund (IDF) launched its maiden IDF scheme through private placement route in the

name of “IIFCL Mutual Fund Infrastructure Debt Fund Series I” (rated “AAA idf-mf” by two domestic

rating agencies) on 31st December 2013 and after successfully raising 300 crore, closed the

scheme on 6th February, 2014. The scheme achieved the distinction of being the first IDF Mutual

Fund in the country to be listed on the Bombay Stock Exchange (BSE) and is rated “AAA idf-mf” by

two domestic rating agencies.

The financial year 2014-15 was the first full year of operations and the company has exhibited good

performance. The NAV per unit of “IIFCL Mutual Fund Infrastructure Debt Fund Series I” having face

value of 10,00,000/- grew to 11,12,687.49/- and AUM size has reached 333.80 crore as on

31.3.2015.

IIFCL MF (IDF) is currently in the process of launching two new schemes, both rated “AAA mf-idf” by

two domestic credit rating agencies with Series II focused on infrastructure sectors with a fund size

of up to 1,500 crore and Series III with focus on Green initiative (Solar and wind energy, waste-to-

energy, water and sanitation etc.) with a fund size of upto 1,000 crore.

The Board of Trustees of IIFCL Mutual Fund(IDF)as duly approved by the SEBI comprises as under:

1. Sh. Sanjeev Ghai Chairman

2. Sh. A.K. Jain Representative of Oriental Bank of Commerce

3. Sh.K. K. Taneja Representative of Central Bank of India

4. Sh. H.K. Parikh Representative of Punjab National Bank

�

�

� � �

�

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Name and Designation

*Sh. Rajeev Mukhija

Sh. Deepak Kumar Chatterjee

Sh. M N Sarma

Dr. Pawan Singh

**Sh. A. C. Chaturvedi

Sh. S.B. Nayar

Chairman & Director

Dr. E.S. Rao

Director & CEO

Category Date of Appointment

Director 12th December 2013

Director 28th March 2012

Director 28th March 2012

Director 26th June 2014

Independent Director 9th December 2013

Independent Director 14th August, 2012

Independent Director 13th August, 2012

Board of Directors

The composition of Board of Directors of your company during the financial year was as under:

*Ceased to be Director w.e.f. 26th June, 2014

**Ceased to be Independent Director w.e.f. 28th February, 2015

There are five Directors on the Board of the Company as mentioned above. Two of them areindependent directors named Sh. M N Sarma & Dr. Pawan Singh. All Independent Directors havegiven declaration that they meet the criteria of Independence as laid down under section 149(6) ofthe Companies Act, 2013. The said Declarations have been annexed to this Report as

India Infrastructure Financial Company Limited (IIFCL) i.e. holding company of IAMCL, nominatedSh. Deepak Kumar Chatterjee in place of Sh. Rajeev Mukhija, subsequently in 13th Meeting of Boardof Directors of IAMCL, Sh. Deepak Kumar Chatterjee was appointed as Director of IAMCL in place ofSh. Rajeev Mukhija w.e.f 26th June,2014. Sh. A C Chaturvedi also ceased to be Independent Directorof the Company due to his superannuation in nominating company NTPC Limited w.e.f. 28thFebruary 2015.

Sh. Sumiran Bansal also joined the Company as Head Finance and in compliance of section 203 (1) ofthe Companies Act, 2013 appointed as Whole-time Key Managerial Personnel (KMP) in the capacityof “Chief Financial Officer” w.e.f. 20th October 2014. Further in compliance of section 203 (1) of theCompanies Act, 2013 Dr. E.S Rao who was already Director & Chief Executive Officer of the companywas appointed as Whole-time Key Managerial Personnel (KMP) in the capacity of “Chief ExecutiveOfficer” w.e.f. 12th November,2014.

As per the Circular issued by the Ministry of Corporate Affairs it is required that IndependentDirectors appointed under Companies Act, 1956 should be reappointed under the provisions ofCompanies Act, 2013. In this regard, Sh. M. N. Sarma and Dr. Pawan Singh who were appointed asDirector on the Board on 9th December, 2013 & 14th August, 2012 respectively were required to beappointed pursuant to the provisions of the Companies Act, 2013. Accordingly, their respectiveappointment as Independent Director have been proposed.

Employee's relations remain peaceful and cordial during the year.

Annexure I

Details of Directors, Key Managerial Person (KMP) & Employees


Name of the Director

Name of the Director

*Sh. Rajeev Mukhija

*Sh. Rajeev Mukhija

**Sh. Deepak Kumar Chatterjee

**Sh. Deepak Kumar Chatterjee

Sh. M N Sarma

Sh. M N Sarma

Dr. Pawan Singh

Dr. Pawan Singh

Sh. A. C. Chaturvedi

Sh. S.B Nayar

Dr. E.S. Rao

No. of Board Meetings Attended

No. of Audit Committee Meetings Attended

6

1

6

2

1

5

3

4

6

5

5

* Ceased to be Director on 26th June, 2014

** Appointed on 26th June, 2014

The Board of Directors of your company had reconstituted the Audit Committee in its 13th BoardMeeting held on 26th June, 2014 in compliance with the provisions of Section 177 of the CompaniesAct, 2013. The Constitution of the Audit Committee as on date is as under:

Sh.Deepak Kumar Chatterjee Director

Sh. M N Sarma Independent Director

Dr. Pawan Singh Independent Director

During the financial year ended 31st March, 2015, the Audit Committee of the Board met five times

on 30th April 2014, 26th June 2014, 18th September 2014, 7th November 2014 & 4th February

2015.

Name Designation

Audit Committee of the Board

- Number of Meetings of the Audit Committees attended by each Director during the

Financial Year 2014-15 :

10

* Ceased to be Director on 26th June, 2014

** Appointed on 26th June, 2014

Board Meetings during the period

Number of Meetings of the Board attended by each Director during the Financial Year 2014-15 :

During the period under review, the Board of Directors of your company met 6 times:on 30th April,2014, 26th June, 2014, 18th September 2014, 17th October, 2014, 10th November 2014 & 4thFebruary, 2015.

Annual Report 2014-15 IIFCL Asset Management Company Limited

Nomination and Remuneration Committee

Role of Nomination and Remuneration Committee

Non-Executive Directors / Independent Directors

Remuneration Policy

•

In terms of Section 178(1) of the Companies Act,2013, the company renamed the existing

Recruitment & Remuneration Committee as “Nomination and Remuneration Committee” (NRC) and

inducted one more independent director as a member of the Committee in its 13th Board Meeting

held on 26th June, 2014.

Half of the members of NRC are independent directors as required under the provisions of the

Companies Act, 2013. It is also provided in the said act that the chairperson of the company shall not

chair the committee if he is a member of such committee. The Composition of the NRC during the

year under review:

Sh. S.B Nayar Chairman & Director

Dr. E.S Rao Director & Chief Executive Officer

Sh. A.C Chaturvedi Independent Director

Dr. Pawan Singh Independent Director

During the period under review the NRC met: NIL

The Company further reconstituted the NRC it in its 18th Board Meeting, held on 28th April, 2015 to

appoint Sh. M. N. Sarma in place of Sh. A.C. Chaturvedi.

The Nomination and Remuneration Committee shall identify persons who are qualified to be

appointed in senior management in accordance with the criteria lay down, recommend to the Board

their appointment and removal.

The Committee shall formulate the criteria for determining qualifications, positive attributes and

recommend to the Board a policy, relating to the remuneration for the key managerial personnel and

other employees.

The Nomination and Remuneration Committee shall, while formulating the policy shall ensure that

(a) The level and composition of remuneration is reasonable and sufficient to attract, retain and

motivate directors of the quality required to run the company successfully;

(b) Relationship of remuneration to performance is clear and meets appropriate performance

benchmarks; and

(c) Remuneration to key managerial personnel and senior management involves a balance

between fixed and incentive pay reflecting short and long-term performance objectives

appropriate to the working of the company and its goals.

The Board of Directors of your company in its 15th Board Meeting held on 17th October, 2014 had

approved the payment of sitting fees of 20,000/- [Rupees Twenty Thousand

Name Designation

� Only] for each Board

Meeting and 10,000/- [Rupees Ten Thousand Only] for each Committee Meetings of the Board to

the Part Time Non Official Independent Directors of the Company or their parent organization for

attending each meeting of the Board or Committee thereof held.

�


12

Accordingly, your company had made the payment of sitting fee to the Part Time Non Official

Independent Directors of the Company or their parent organization for attending each meeting of

the Board or Committee thereof held.

The Director & Chief Executive Officer of IIFCL Asset Management Company Limited (IAMCL) Dr.

Emandi Sankara Rao, appointed as Whole- time Key Managerial Personnel (KMP) in the capacity of

“Chief Executive Officer” w.e.f 12th November, 2014 in compliance of section 203 (1) of the

Companies Act, 2013 continues to remain Director of the Company and his remuneration in the

capacity of Chief Executive Officer continues to be governed by the remuneration in the applicable

Grade of the India Infrastructure Finance Company Limited (IIFCL) i.e. holding company, as may be

applicable from time to time.

During the year under review, the Company has not accepted any deposits under Section 73 of the

Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

The company is engaged in asset management business and not manufacturing hence, the

disclosure of particulars regarding Conservation of Energy is not applicable. However, efforts are

made to take appropriate energy efficient measures in the office to ensure conservation of energy.

The activities of company do not involve any technology absorption.

As per the provisions of Section 197 of the Companies Act, 2013 and rules made thereunder,

Government Companies are exempted from inclusion of the statement of particulars of employees.

The information has, therefore, not been included as part of the Directors' Report.

The Foreign Exchange earned /outgo in terms of actual inflows/outflow during the year: NIL

As per Section 135 (1) Companies Act, 2013 the company is not required to constitute Corporate

Social Responsibility Committee and to adopt CSR policy.

All related party transactions that were entered into during the financial year were on arm's length

basis and were in the ordinary course of the business. There are no materially significant related

party transactions made by the company with Promoters, Key Managerial Personnel or other

designated persons which may have potential conflict with interest of the company at large.The

details of such related party transactions have been provided as to this report in the

format prescribed in Form AOC-2.

Following are the details of related party transactions consisting reimbursement of expenses only,

during the year under review:

Annexure II

• Executive Director / Whole Time Director

Deposits

Conservation of Energy and Technology Absorption

Particulars of employees and related disclosures

Foreign Exchange Earnings and outgo

Corporate Social Responsibility (CSR)

Related Party Transactions


S. No.

1.

Particulars of the Party Relationship Nature of

Transaction

Amount in �

India Infrastructure

Finance Company

Limited (IIFCL)

Holding

Company

Rent

Amount

Payable

Salary Paid

to IIFCL

Employees

2014-15 2013-14

69,03,089 53,12,640

24,36,210 1,63,87,469

12,97,739 8,17,545

Particulars of Loans, Guarantees or Investments

Right to Information Act, 2005

Official Language

Extract of the Annual Return

Statutory Auditors

Reporting of Frauds by Auditors under section 143 (12) of Companies Act, 2013

Comments of the Statutory Auditors/Comptroller & Auditor General of India on Annual

Accounts

The Company has not entered into/or made any contract, agreements or arrangement relating to

loans, guarantees or investments for the financial year under review as referred under Section 186

of the Companies Act, 2013.

During the year under review, the Company had received nil application under the Right to

Information Act, 2005.

Efforts were made during the year towards encouraging use of Hindi in Official transactions as also

to ensure compliance of the provisions of Official Language Act,1963.

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies

(Management and Administration) Rules, 2014, an extract of annual return in MGT 9 forms a part of

this Annual Report as .

M/s Virender K. Gupta & Co. Chartered Accountants were appointed as Statutory Auditors of IIFCL

Asset Management Company Limited for the financial year ending 31st March 2015 by the Office of

Comptroller & Auditor General of India.

The Statutory Auditors did not report any offences involving fraud having been committed against

the company by officers or employees of the company during the year under review.

The Notes on Financial Statements referred to in the Auditors' Report are self-explanatory and do

not call for any further comments. The nil comments of the

Annexure III

Comptroller & Auditor General of India

under Section 143(6)(b) of the Companies Act, 2013 is annexed as to this Report.Annexure IV


14

Risk Management

Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibitionand Redressal) Act, 2013

Directors' Responsibility Statement

Acknowledgements

The company's Risk Vision statement is to encompass a holistic charter and profile for the IntegratedRisk Management Framework that will support IAMCL vision in minimizing risks in the businessvalue chain and provide confidence to all the stakeholders by enhancing the Balance Sheet strength.The company has been addressing various risks impacting the company.

The company is an equal employment opportunity company and believes that all employees of theCompany, have the right to be treated with dignity. Sexual harassment at the work place or other thanwork place, if involving employees, is a grave offence and is, therefore, punishable.

However the company is not required to constitute the Internal Complaints Committee (ICC) underSexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 asthere are only Six employees working in the company and only one of them is the female employeebut in spite of that the company is committed to creating a healthy working environment thatenables employees to work without fear of prejudice, gender bias and sexual harassment.

As required under section 134 (5) of the Companies Act, 2013 Directors of your Company herebystate and confirm that:

(a) in the preparation of the annual financial statements for the year ended March 31, 2015, theapplicable accounting standards had been followed along with proper explanation relating tomaterial departures;

(b) the directors had selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair view ofthe state of affairs of the company at the end of the financial year March 31, 2015 and of theprofit and loss of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act, 2013 for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis; and

(e) the directors, in the case of a listed company, had laid down internal financial controls to befollowed by the company and that such internal financial controls are adequate and wereoperating effectively;

(f) the directors had devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

The Board of Directors of your company is thankful to the Central Government particularly theMinistry of Finance, Securities and Exchange Board of India (SEBI), Bombay Stock Exchange(BSE),Association of Mutual Funds of India (AMFI), Banks, Financial Institutions for providing necessarysupport in path breaking initiative to establish Infrastructure Debt Fund (IDFs) in the country. TheBoard is also thankful to the Comptroller and Auditor General of India and the Auditors of theCompany for their valuable guidance and advice.

Your company places on record its sincere gratitude to the Board of Trustees of IIFCL Mutual Fund,whose guidance and valuable direction will enable it to tread the path towards the objective.

BY ORDER OF THE BOARD OF DIRECTORS


Sd/-

(S.B.NAYAR)

Place : New Delhi Chairman and Director

Date :27th July, 2015 DIN:02175871



Date: 28th April, 2015

To,

The Board of Directors




New Delhi-110001.

Sub:

Dear Sir(s),

I, Dr. Pawan Singh, son of Sh. Rajendra Singh, residing at D-85, Panchsheel Enclave, New Delhi-

110019, India, hereby certify, undertake and confirm that I satisfy the criteria of independence as

provided under Section 149 (6) of the Companies Act, 2013.

Sd/-

Dr. Pawan Singh,

Independent Director, IAMCL

Declaration of Independence pursuant to Section 149 (6) of the Companies Act, 2013.

Annexure -I

Date: 28th April, 2015

To,

The Board of Directors




New Delhi-110001.

Sub:

Dear Sir(s),

I, M. Nagaraja Sarma, son of Late M. Hanumantha Rao, residing at S-482, 2nd Floor, Greater Kailash,

New Delhi, 110048, India, hereby certify, undertake and confirm that I satisfy the criteria of

independence as provided under Section 149(6) of the Companies Act, 2013.

Sd/-

M. Nagaraja Sarma,

Independent Director, IAMCL

Declaration of Independence pursuant to Section 149 (6) of the Companies Act, 2013.


(Pursuant to clause (h) of sub-section (3)of section 134 of the Act and Rule 8(2)

of the Companies(Accounts) Rules, 2014)

(a) Name(s) of the related party and nature of relationship: NA

(b) Nature of contracts/arrangements/transactions: NA

(c) Duration of the contracts / arrangements/transactions: NA

(d) Salient terms of the contracts or arrangements or transactions including the value, if any:NA

(e) Justification for entering into such contracts or arrangements or transactions: NA

(f) Date(s) of approval by the Board: NA

(g) Amount paid as advances, if any: NA

(h) Date on which the special resolution was passed in general meeting as required underfirst proviso to section 188: NA

(a) Name(s) of the related party and nature of relationship:India Infrastructure FinanceCompany Limited (IIFCL), Holding Company.

(b) Nature of contracts/arrangements/transactions: Reimbursement of Expenses

(c) Duration of the contracts/arrangements/transactions: 1st April 2014 to 31st March2015

(d) Salient terms of the contracts or arrangements or transactions including the value, if any:Not Any

(e) Date(s) of approval by the Board, if any: 10th November, 2014 & 28th April, 2015

(f) Amount paid as advances, if any: No

BY ORDER OF THE BOARD OF DIRECTORS


Sd/-

(S.B.NAYAR)

Place : New Delhi Chairman and Director

Date :27th July, 2015 DIN:02175871

Form for disclosure of particulars of contracts/arrangements entered into by the company

with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013

including certain arm's length transactions under third proviso thereto.

1. Details of contracts or arrangements or transactions not at arm's length basis: Not

Applicable

2. Details of material contracts or arrangement or transactions at arm's length basis:

Form No. AOC-2


ANNEXURE-II

EXTRACT OF ANNUAL RETURN

As on the financial year ended on 31st March, 2015

I. REGISTRATION AND OTHER DETAILS:

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

[Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies

(Management and Administration) Rules, 2014]

i) CIN: -U65991DL2012GOI233601

ii) Registration Date- 28th March, 2012

iii) Name of the Company-IIFCL Asset Management Company Limited (IAMCL)

iv) Category/ Sub-Category of the Company- Company having share capital

V) Address of the registered office and contact details: 9th Floor, Hindustan Times Building, 18 &20, Kasturba Gandhi Marg, New Delhi-110001

vi) Whether listed company- No

vii) Name, Address and Contact details of Registrar and Transfer Agent, if any : Not Applicable

All the business activities contributing 10% or more of the total turnover of the company shall be

stated :-

Form No. MGT-9

Name and Description of

main products/ services

Fund Management Activities

[Asset Management Company to

IIFCL Mutual Fubd (IDF)

NIC Code of the

Product/ service*

% to total turnover of the

company

66301 100 %

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES -

S. No.

1.

NAME AND

ADDRESS OF THE

COMPANY

CIN/GLN HOLDING/

SUBSIDIARY/

ASSOCIATE

%of shares

held

Applicable

Section

India Infrastructure

Finance Company

Limited.

8th Floor, Hindustan

Times House

Building, 18& 20,

K.G. Marg,

New Delhi-110001.

U67190

DL2006G

OI144520

Holding

Company

100% 2(46)

18

* As per National Industrial Classification 2008 (NIC-2008) Ministry of Statistics and Programme

Implementation


ANNEXURE-III


De

ma

t

De

ma

t

Physical PhysicalTotal Total

% of

Total

Shares

% of

Total

Shares % C

ha

ng

e d

uri

ng

the

ye

ar

No. of Shares held at the

beginning of the year

Category of

Share holders

(A) Promoters

(1) Indian

IV. SHARE HOLDING PATTERN (Equity Share Capital Break up as percentage

of Total Equity)

(I) Category-wise ShareHolding

No. of Shares held at the

end of the year

B. Public Shareholding

1. Institutions

(D) StateGovt(s)

(E) Venture Capital Funds

(F) Insurance Companies

(G) FIIs

(H) Foreign Venture

Capital Funds

(I) Others (specify)

Sub-total (B)(1):-

2.Non Institutions

(A) Bodies Corp.

(I) Indian

(II) Overseas

(B) Banks/FI

(A) Mutual Funds

(C) Central Govt.

0 0 0 0 0 0 00 0%

0 0 0 0 0 0 00 0%

0 0 0 0 0 0 00 0%

0 0 0 0 0 0 00 0%

0 0 0 0 0 0 00 0%

0 0 0 0 0 0 00 0%

0 0 0 0 0 0 00 0%

0 0 0 0 0 0 00 0%

0 0 0 0 0 0 00 0%

0 0 0 0 0 0 00 0%

0 0 0 0 0 0 00 0%

0 0 0 0 0 0 00 0%

0 0 0 0 0 0 00 0%

0 0 0 0 0 0 00 0%


(II) Shareholding of Promoters


i) Individualshare holdersholding nominalshare capital uptoRs.1 lakh

ii)Individualshareholdersholding nominalshare capital inexcessofRs1 lakh

b)Individuals

c) Others (specify)

12500000 12500000 100 0 12500000 12500000 100

Sub-total (B)(2):Total PublicShare holding(B)=(B)(1)+ (B)(2)

C.Shares held byCustodian forGDRs & ADRs

Grand Total(A+B+C)

-

0

0 0 0 0 0 0 0 0 0%

0 0 0 0 0 0 0 0 0%

0 0 0 0 0 0 0 0 0%

0 0 0 0 0 0 0 0 0%

0 0 0 0 0 0 0 0 0%

0 0 0 0 0 0 0 0 0%

0 0 0 0 0 0 0 0 0%

0%

(III) Change in Promoters' Shareholding (please specify, if there is no change)

1

1

2

2

3

3

None

None

None

None

None

None

22

Shareholding at thebeginning of the year

Cumulative Shareholdingduring the year

% of totalshares

of the companyNo. of shares

% of totalshares of

the companyNo. of sharesParticulars

Sl

No

No changes in Promoters shareholding during the year


At the beginning of

the year

Datewise Increase/Decrease in PromotersShareholding duringthe year specifyingthe reasons forincrease /decrease(e.g. allotment/transfer/ bonus/

At the End of the

year

For Each of the

Top10

Shareholders

Sl

No

Shareholding at thebeginning of the year

Cumulative Shareholdingduring the year

No.of shares% of total

sharesof the company

At the beginning of

the year

Date wise Increase/Decrease inShareholding duringthe year specifyingthe reasons forincrease/ decrease(e.g. Allotment/ transfer/ bonus/sweat equity etc.):

At the End of the year(or on the date ofseparation, ifseparatedduring the year)

(IV) Shareholding Pattern of top ten Shareholders (other than Directors,

Promoters and Holders of GDRs and ADRs):



% of totalshares of

the companyNo. of shares

1

1

1

1

0.000008

0.000008

0.000008

0.000008

0.000008

0.000008

0.000008

0.000008

1

1

1

1

1

2

% Of totalshares of

the company

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0


Sl

NoFor Each of the

Directors and KMPShareholding at the

beginning of the yearCumulative Shareholding

during the year

Shareholding ofDirectors:-

Dr. Emandi Sankara RaoAt the beginning of the year

At the End of the year

Datewise Increase/Decrease in Shareholdingduring the year

Sh. S B NayarAt the beginning of theyearAt the End of the year

Datewise Increase/Decrease inShareholding during theyear

No changes during the year

No changes during the year

No. ofshares

No. of shares

V. INDEBTEDNESSIndebtedness of the Company including interest outstanding/accrued but not due for

payment (in )`

(V) Shareholding of Directors and Key Managerial Personnel:

Indebtedness at thebeginning of the financialyeari) Principal Amountii) Interest due but not paidiii) Interest accrued but not

Total(i+ ii+ iii)

Change in Indebtednessduring the financial year

AdditionReduction

�

�

Net Change

Indebtedness at theend of the financial yeari) Principal Amountii) Interest due but not

paidiii) Interest accrued but

not due

T o t a l ( i + i i + i i i )

ParticularsSecured

Loansexcluding

UnsecuredLoans

DepositsTotal

Indebtedness

% Of totalshares

of the company


Particulars of

Remuneration

Sl

No

Name of Directors

Sh. PawanSingh

TotalAmount

(in )�

1

1

2

2

3

5

6

4

IndependentDirectors·Fee for attendingboard committeemeetings

·Commission·Others,please specify

Other Non-ExecutiveDirectors·Fee for attendingboard committeemeetings

·Commission·Others,please sp

Others, please specify

Total(A)

Ceiling as per the Act

-

-

-

-

-

-

-

NIL NIL

-

-

-

-

-

-

-

Sh. A CChaturvedi

Sh. M NSarma

Sh.S BNayar

Sh. DeepakKumar Chatterjee

Total (1)

Total (2)

Total (B)=(1+2)

Overall Ceiling as

Perthe Act

The remuneration is within the limit, stipulated by the Law.

60,000

60,000

60,000

60,000

20,000

20,000

20,000

20,000

60,000

60,000

60,000

60,000

-

-

-

NIL NIL

-

-

-

-

-

-

-

1,40,000

1,40,000

1,40,000

1,40,000

-

-

-

-

-

-

-

-

-

-

-

-

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

A. Remuneration to Managing Director, Whole-time Directors and/or Manager:

Particulars of RemunerationSl

No

Name of MD/WTD/Manager

(b) Value of perquisites u/s 17(2)Income-taxAct, 1961

c) Profits in lieu of salaryunder section 17(3)Income-tax Act,1961

Stock Option

Sweat Equity

Commission- as % of profit- others, specify

Section 197 & Schedule V of the Companies Act,2013 are not applicable to GovernmentCompany.

Dr. Emandi Sankara Rao*

* The remuneration of Dr. Emandi Sankara Rao Whole time Director & Chief Executive Officer hasbeen disclosed under the heading "Remuneration to Key Managerial Personnel other thanMD/Manager/WTD " as he has been drawing remuneration in the capacity of Chief Executive Officer.

.B. Remuneration to other directors:

Total ManagerialRemuneration

Total Amount(in )�

Gross salary

(a) Salary as per provisions contained in

section 17(1) of the Income-tax Act, 1961


Sl

No

Key Managerial Personnel

1

2

3

5

4

Stock Option

Sweat Equity

Others

Total

Commission

- as % of profit

14,13,914 14,27,522 6,38,638 34,80,074

9,67,636 NIL NIL 9,67,636

Company Secretary

Sh. Ajay Pal Singh Saini

Chief FinancialOfficer

Sh. Sumiran BansalTotal(In )�

- NIL NIL NIL

- - - -

- - -

- - - -

- - - -

23,81,550 14,27,522 6,38,638 44,47,710

C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN

MD/MANAGER/WTD :

Gross salary(A) Salary as perprovisionscontained insection17(1)ofthe Income-taxAct,1961

(B) Value ofperquisites u/s17(2) Income-taxAct,1961

(C) Profits in lieu ofsalary under section17 (3) Income-taxAct,1961

Particulars of

Remuneration Chief ExecutiveOfficer

Dr. E.S Rao

A. COMPANY

B. DIRECTORS

Penalty

Penalty

Penalty

Punishment

Punishment

Punishment

Compounding

Compounding

Compounding

NIL

NIL

NIL

Type

Section ofthe

CompaniesAct

BriefDescription

Details of Penalty/Punishment/Compoundingfees imposed

Authority(RD/

NCLT/Court)

Appeal madeif any (give

details)

VII. PENALTIES/PUNISHMENT/COMPOUNDING OF OFFENCES:

C. OtherOfficers in

ANNEXURE-IV

COMMENTS OF THE COMPTROLLER AND AUDITOR GENERAL OF INDIA UNDER SECTION

143(6)(b) OF THE COMPANIES ACT, 2013 ON THE FINANCIAL STATEMENTS OF IIFCL ASSET

MANAGEMENT COMPANY LIMITED FOR THE YEAR ENDED 31 MARCH 2015

The preparation of financial statements of IIFCL Asset Management Company Limited for the year

ended 31 March, 2015 in accordance with the financial reporting framework prescribed under the

Companies Act, 2013 is the responsibility of the Management of the Company. The Statutory Auditor

appointed by the Comptroller and Auditor General of India under Section 139(5)of the Act is

responsible for expressing opinion on the financial statements under Section 143 of the Act based on

independent audit in accordance with the Standards on Auditing prescribed under Section 143(10)

of the Act. This is stated to have been done by them vide their Audit Report dated 28 April 2015.

The assets under management through various schemes managed by IIFCL Asset Management

Company Limited are not reflected in its Balance Sheet, since these assets do not form part of the

IIFCL Asset Management Company Limited. Therefore, I have not looked into operation of these

schemes including decision making regarding acquisition, management and disposal of the assets

managed by the IIFCL Asset Management Company Limited and express no opinion on the

soundness of the investments.

I, on the behalf of the Comptroller and Auditor General of India, have conducted a supplementary

audit under Section 143(6)(a) of the Act of the financial statements of IIFCL Asset Management

Company Limited for the year ended 31 March 2015. This supplementary audit has been carried out

independently without access to the working papers of the Statutory Auditor and is limited

primarily to inquiries of the Statutory Auditor and Company personnel and a selective examination

of some of the accounting records. On the basis of my audit nothing significant has come to my

knowledge which would give rise to any comment upon or supplement to Statutory Auditors' report.

For and on the behalf of the Comptroller

& Auditor General of India

Tanuja S.Mittal

Principal Director of Commercial Audit &

Ex-officio Member, Audit Board-III

Place : New Delhi

Date : 22 July 2015

New Delhi


To the Members of


NEW DELHI

We have audited the accompanying financial statements of IIFCL ASSET MANAGEMENT COMPANY

LIMITED (“the Company”), which comprise the Balance Sheet as at March 31, 2015, the Statement of

Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant

accounting policies and other explanatory information

The Company's Board of Directors are responsible for the matters stated in Section 134(5) of the

Companies Act, 2013 ('the act') with respect to the preparation of these standalone financial

statements that give a true and fair view of the financial position, financial performance and cash

flows of the Company in accordance with the accounting principles generally accepted in India,

including the Accounting Standards specified under Section 133 of the Act, read with rule 7 of

Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate

accounting records in accordance with the provisions of the Act for safeguarding the assets of the

Company and for preventing and detecting frauds and other irregularities; selection and application

of appropriate accounting policies; making judgments and estimates that are reasonable and

prudent and design, implementation and maintenance of adequate internal financial controls, that

were operating effectively for ensuring the accuracy and completeness of the accounting records,

relevant to the preparation and presentation of the financial statements that give a true and fair view

and are free from material misstatement, whether due to fraud or error.

Our responsibility is to express an opinion on these financial statements based on our audit. We have

taken into account the provisions of the Act, the accounting and auditing standards and matters

which are required to be included in the audit report under the provisions of the Act and the Rules

made thereunder.

We conducted our audit in accordance with the Standards on Auditing specified under Section

143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and

perform the audit to obtain reasonable assurance about whether the financial statements are free

from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and

disclosures in the financial statements. The procedures selected depend on the auditor's judgment,

including the assessment of the risks of material misstatement of the financial statements, whether

due to fraud or error. In making those risk assessments, the auditor considers internal financial

control relevant to the Company's preparation of the financial statements, that give a true and fair

view, in order to design audit procedures that are appropriate in the circumstances, but not for the

purpose of expressing an opinion on whether the Company has in place an adequate internal

financial controls system over financial reporting and the operating effectiveness of such controls

An audit also includes evaluating the appropriateness of accounting policies used and the

Report on the Standalone Financial Statements

Management's Responsibility for the Standalone Financial Statements

Auditor's Responsibility

INDEPENDENT AUDITOR'S REPORT

VIRENDER K. GUPTA & CO.CHARTERED ACCOUNTANTS

M.C.D. BUILDING, D.B. GUPTA ROAD

PAHARGANJ DELHI-110055

Contact: 9811142078, (O) 23583216



reasonableness of the accounting estimates made by the Company's Directors, as well as evaluating

the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basisfor our audit opinion on the standalone financial statement.

In our opinion and to the best of our information and according to the explanations given to us, theaforesaid standalone financial statements give the information required by the Act in the manner sorequired and give a true and fair view in conformity with the accounting principles generallyaccepted in India of the state of affairs of the Company as at 31st March 2015, its profit and its cashflows for the year ended on that date.

a. we have sought and obtained all the information and explanations which to the best of ourknowledge and belief were necessary for the purpose of our audit;

b. in our opinion proper books of account as required by law have been kept by the Companyso far as appears from our examination of those books;

c. the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement dealt with bythis Report are in agreement with the books of account;

d. in our opinion, the aforesaid standalone financial statements comply with the AccountingStandards specified under Section 133 of the Act, read with Rule 7 of the Companies(Accounts) Rules 2014.

e. on the basis of written representations received from the directors as on March 31, 2015,and taken on record by the Board of Directors, none of the directors is disqualified as onMarch 31, 2015, from being appointed as a director in terms of Section 164(2) of theAct;and

f. With respect to other matters to be included in the Auditor's Report in accordance withRule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the bestof our information and according to explanation given to us;

i. The Company does not have any pending litigations which would impact its financialposition.

ii. The Company did not have any long-term contracts including derivative contracts.

iii. There has not been an occasion in case of the Company during the year under reportto transfer any sums to the Investor Education and Protection Fund. The question ofdelay in transferring such sums does not arise

FOR: M/S. VIRENDER K. GUPTA & CO.

Chartered Accountants

(FRN: 000198N)

V. K. Gupta

(Partner)

M.No. : 080585

Opinion

Report on Other Legal and Regulatory Requirements

As required by the Companies (Auditor's Report) Order, 2015 (“the Order”) issued by theCentral Government of India in terms of sub-section (11) of section143 of the Act, we give inthe Annexure a statement on the matters Specified in paragraphs 3 and 4 of the Order, toextent applicable.

As required by section 143 (5) of the Act, Directions Indicating the areas to be examinedduring the course of audit, issued by the Comptroller & Audit General of India, are annexed.

As required by section 143(3) of the Act, we further report that:

1

2.

3.


Place: New Delhi

Date : 28th April, 2015

Annexure to the Independent Auditors' Report

The Annexure referred to oue Independent Auditors' Report to the members of IIFCL ASSETMANAGEMENT COMPANY LIMITED

ear.

on the financial statement for the year ended 31st March, 2015

On the basis of such checks as we considered appropriate and according to the information andexplanations given to us during the course of our audit, we report that:

i. (a). The Company has maintained proper records showing full particulars, including quantitativedetails and situation of fixed assets ;

b). All the fixed assets have been physically verified by the management at the end of the year. Inour opinion, the frequency of physically verification is reasonable having regard to the size ofthe company and nature of its business. We have been informed that no material discrepancieswere noticed on such physical verification.

ii. The Company is a service company, Accordingly, it does not hold any physical inventories. Thusclause (ii) of paragraph 3 of the said Order is not applicable .

iii. The company has not granted any loans, secured or unsecured to companies, firms or other partiescovered in the register maintained under section 189 of the Companies Act, 2013 ( “the Act”)

iv. In our opinion and according to the information and explanation given to us, there is an adequateinternal control system commensurate with the size of the Company and the nature of its business,with regard to purchase of fixed assets and for sale of services. The activities of company do notinvolve purchase of inventory and the sale of goods. we have not observed any major weaknesses inthe internal control system during the course of the audit.

v. The Company has not accepted any deposits from the public .

vi. The Central Government has not prescribed maintenance of cost records under section 148(1) ofthe Act, for any of the Service rendered by the Company.

(a) According to the information's and explanation given by the management, the Books ofAccounts of the company, undisputed statutory dues including Provident Fund, EmployeesState Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom duty, Excise duty, ValueAdded Tax, Cess and any other statutory dues applicable to it have been generally andregularly deposited with the appropriate authorities. There was no outstanding statutorydues as at 31st March 2015, for a period of more than Six Months from the date they becamepayable.

(b) According to the information and explanations given to us and based on the records of thecompany examined by us, there are no dues of Income Tax or sale Tax or Wealth Tax or ServiceTax, or Custom duty or Excise duty or Value Added Tax or Cess which have not been depositedon account of any dispute.

(c) According to the information and explanations given to us the is no such amount which whererequired to be transferred to investor education and protection fund in accordance with therelevant provisions of the Companies Act, 1956 (1 of 1956) and rules made there under.

vii. The Company has been registered for less than 5 years; hence, clause (viii) of paragraph 3 of thesaid Order is not applicable .

viii.The Company did not have any outstanding dues to financial institutions, bank or debentureholder during the year.

ix. In our opinion, and according to the information and explanations given to us, the Company hasnot given any guarantee for loan taken by others from a bank or financial institution during theyear.

x. The Company did not have any term Loan during the year.

xi. To the best of our knowledge and belief and according to the information and explanations given tous, no fraud on or by the Company was noticed or reported during the financial y

FOR: M/S. VIRENDER K. GUPTA & CO.

Chartered Accountants

(FRN: 000198N)

V. K. Gupta

Place: New Delhi (Partner)

Date : 28th April, 2015 M.No. : 080585


30

BALANCE SHEET AS AT 31ST MARCH, 2015

(a) Share capital 125,000,000 125,000,000

(b) Reserves and Surplus 19,078,769 3,164,592

- -

(a) Other current liabilities 4,836,412 17,485,592

(b) Short-term provisions 7,600,000 950,000

(a) Fixed Assets

(i) Tangible assets 486,894 378,983

(ii) Intangible assets 170,047 -

(b) Deferred Tax Assets (Net) 478,216 665,016

(All Figure In )

Particulars As at As at

Notes 31st March, 2015 31st March, 2014

I

(1) s

2

3

SUB-TOTAL (1) 144,078,769 128,164,592

(2)

(3)

4

5

SUB-TOTAL (3) 12,436,412 18,435,592

TOTAL (1)+(2)+(3) 156,515,182 146,600,184

II

(1)

6

6

7

SUB-TOTAL (1) 1,135,157 1,043,999

�

EQUITY AND LIABILITIES

Shareholders' Fund

Non-current liabilities

Current liabilities

ASSETS

Non-current assets

(a) Other long term liabilities

(a) Cash and Cash Equivalents 134,275,749 131,215,650

(b) Other current assets 21,104,276 14,340,535

See accompanying significant accounting

policies and notes to the financial statements

- -

SUB-TOTAL (2) - -

(2)

8

9

SUB-TOTAL (2) 155,380,025 145,556,185

1 To 21

TOTAL (1)+(2)

Current assets

156,515,182 146,600,184

For Virendra K Gupta & Co. For and on behalf of Board of Directors

(Chartered Accountants)

Sd/- Sd/- Sd/- Sd/- Sd/-

V.K. GUPTA S B Nayar Dr. E S Rao Ajay PS Saini Sumiran Bansal

Partner (Chairman & Director) (Director & CEO) (Company Secretary) (Head Finance & CFO)

M. No. 80585 DIN NO. - 02175871 DIN NO. - 05184747 FCS - 5786 ACA - 535730

Place: New Delhi

Dated: 28 April 2015


31 Annual Report 2014-15IIFCL Asset Management Company Limited

STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31ST MARCH, 2015

All Figure In )

35,869,040 3,748,280

11,789,046 12,123,380

Employee Benefits Expenses 9,846,526 3,130,795

Depreciation and amortisation expenses 319,919 23,215

Other Expenses 13,767,023 8,813,957

23,724,617 3,903,693

- -

xii Profit from discontinuing operations - -

xiii Tax expense of discontinuing operations - -

xiv Profit from discontinuing operations

(after tax) (xii-xiii)

15,914,177 2,631,904

(1) Basic 1.27 0.21

(2) Diluted 1.27 0.21

�

�

S.No Particulars Note For the Year For the year

31st March, 31st March,

2014

i Revenue from operations 10

ii Other Income 11

iii Total Revenue (i+ii) 47,658,086 15,871,660

iv Expenses

12

13

14

Total Expenses 23,933,468 11,967,967

v Profit Before Exceptional And Extra-Ordinary

Items And Tax (iii-iv)

vi Exceptional Items

xv Profit for the period (xi+xiv)

xvi Earnings per equity share

(face value of 10/- each)

ended ended

2015

vii Profit BeforeExtra -OrdinaryItems AndTax (v-vi

viii Extra - Ordinary Items

ix Profit Before Tax (vii-viii) 23,724,617 3,903,693

x Tax Expense

xi Profitfortheyearfromcontinuingoperations

) 23,724,617 3,903,693

- -

:

(1) Current Tax

- Current Period 7,600,000 950,000

- Earlier Period 23,640 736,230

(2) Deferred Tax

- Current Period 186,800 261,497

- Earlier Period (675,938)

15,914,177 2,631,904(ix-x)







Place: New Delhi


32

CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2015

Particulars For the Year ended For the Year ended

31st March 2015 31st March, 2014

A CASH FLOW FROM OPERATING ACTIVITIES

OPERATING PROFIT BEFORE WORKING

CAPITAL CHANGES 24,020,896 3,926,908

CASH FLOW FROM OPERATIONS BEFORE TAX 7,977,976 8,669,078

NET CASH FROM OPERATIONS A 3,657,976 7,447,848

B CASH FLOW FROM INVESTING ACTIVITIES

NET CASH FROM INVESTING ACTVITIES B (3,698,133) (7,488,070)

C CASH FLOW FROM FINANCING ACTIVITIES

NET CASH FROM FINANCING ACTIVITIES C - -

NET CHANGE IN CASH & CASH

EQUIVALENT (A+B+C) (40,158) (40,222)

24,680 64,838

Closing Cash and Cash Equivalent

Comprises of :-

1

2

3

TOTAL 24,680 64,838

(All Figure In )

(i) Net Profit after Tax - 15,914,177 2,631,904

Adjustments for:

(ii) Depreciation and amortisation expense 319,919 23,215

(iii) Provisions/ Amounts written back 7,786,800 1,271,789

(i) (Increase)/decrease in Current Assets,

Loans & Advances (2,443,741) (5,603,028)

(ii) Increase/(decrease) in other non- current

and current liabilities (13,599,179) 10,345,198

Taxes paid (Net) 4,320,000 1,221,230

(i) (Purchase of )/ Sale for Fixed Assets (597,877) (402,198)

(ii) Investments in Fixed Deposits (3,100,257) (7,085,872)

(i) Proceeds from Issue of Share Capital - -

Add: Opening Cash and Cash Equivalent 64,838 105,060

Closing Cash and Cash Equivalent

Cash in hand 199 60

Current Accounts in India 24,481 64,778

Flexi Deposit Accounts - -

�







Place: New Delhi




Notes to Accounts

Note 1 : SIGNIFICANT ACCOUNTING POLICIES:

1.1

1.2

1.3

1.4

1.5 Earning Per Share

1.6

1.7

1.8

1.9

Corporate information:-

Basis of Preparation

Revenue Recognition

Fixed Assets

Depreciation

Intangible Assets

Provision for Taxation

Provisions, Contingent Liabilities & commitments

Notes on financial statements for the Year ended 31st March, 2015

IIFCL Asset Management Company Limited incorporated under the Companies Act, 1956 vide

certificate of Incorporation dated 28 March, 2012 , issued by Registrar of Companies, Delhi &

Haryana and certificate of commencement of the business dated 13 April, 2012. The company's

Principal activity is to carry on the business of Investment Management or to act as asset

Management Company and /or to administor mutual fund.

The financial statements are prepared in accordance with the generally accepted accounting

principles and the mandatory accounting standards issued by the Institute of Chartered

Accountants of India and the provisions of the Companies Act, 2013. The company follows

mercantile system of accounting and recognizes items of Income and Expenditure on accrual basis.

(i) Revenue from Management fees charged from IIFCL Mutual Fund (IDF) at specified rate determined

by management applied on Assets Under Management (AUM) on accrual basis.

(ii) Revenue from Interest Income is recognized using the time proportion method, based on the rates

implicit in the transaction.

Fixed Assets are stated on cost of acquisition including incidental costs related to their acquisition/

installation less accumulated depreciation.

In accordance with the Accounting Standard-20 (AS-20) “Earnings Per Share” issued by The

Institute of Chartered Accountants of India, Basic Earning Per Share is computed using the weighted

average number of Shares outstanding during the period & Diluted Earning per share is computed

using the weighted average number of shares outstanding after adjusting the effect of all dilutive

potential equity shares that were outstanding during the period.

Depreciation on Fixed assets has been provided on written down value method at the rates and in

the manner specified in Schedue II of the Companies Act, 2013. Depreciation on additions during the

period is provided on a pro-rata basis. Each Assets costing Rs 5,000 or less are fully depreciated in

the year of purchase.

Intangible assets acquired separately are measured on initial recognition at cost. Following initial

recognition, intangible assets are carried at cost less accumulated amortisation and accumulated

impairment losses, if any. Intangible assets are amortised over a period of Five years on a straight

line method.

Provision for Income Tax made in accordance with the provisions of Income Tax Act, 1961 and .

Provision for Deferred Tax Asset is made based in accordance with Accounting Standard (AS)-22,

issued by the Institute of Chartered Accountants of India.

A contingent liability is a possible obligation that arises from past events whose existence will be

confirmed by the occurrence or non-occurrence of one or more uncertain future events beyond the

control of the Company or a present obligation that is not recognised because it is not probable that

an outflow of resources will be required to settle the obligation. A contingent liability also arises in

extremely rare cases where there is a liability that cannot be recognised because it cannot be

measured reliably. The Company does not recognise a contingent liability but discloses its existence

in the financial statements. A Provision is recognised when the company has a present obligation as

a result of past events and it is probable that an outflow of resources will be required to settle the

obligation, in respect of which a reliable estimate can be made.

th

th

34

NOTES TO THE FINANCIAL STATEMENTS

Note 2 : SHARE CAPITAL

Note 3 : RESERVES & SURPLUS

Note 4 : OTHER CURRENT LIABILITIES

Note 5 : SHORT TERM PROVISIONS

(All Figure In )

150,000,000 150,000,00015,000,000 equity shares of h

12,500,000 equity shares of h 125,000,000 125,000,000

Shares outstanding at the

of the reporting period 12,500,000 125,000,000 12,500,000 125,000,000

Shares Issued during the

reporting period - - - -

Shares outstanding at the end of

reporting period 12,500,000 125,000,000 12,500,000 125,000,000

b) Details of Shares Holding More than 5%:100% equity shares of the company are held by

India Infrastructure Finance Company limited (IIFCL) (Holding Co.) (of which 6 shares are held

jointly with employees of IIFCL)

Opening Balance 3,164,592 532,688

Add: Net Profit during the period 15,914,177 2,631,904

Closing Balance 19,078,769 3,164,592

Statutory Dues payable 20,336.37 218,688.00

Other Payables 4,816,076 17,266,904

�

� 10/- eac

� 10/- eac

Particulars As at As at31st March, 2015 31st March, 2014

Authorized Capital

Issued, Subscribed & Fully Paid Equity Shares

PARTICULARS 31st March, 2015 31st March, 2014

No. of Shares (In ) No. of Shares (In )


31st March, 2015 31st March, 2014

Surplus In Profit And Loss Statement

TOTAL 19,078,769 3,164,

TOTAL 4,836,412 17,485,592

Footnotes:

a) Reconciliation of equity shares outstanding at the beginning and at the end of the reporting period

(All Figure In )

beginning

the

(All Figure In )

(All Figure In )

(All Figure In )

�

�

�

�

�. �.

592

Other

TOTAL 7,600,000 950,000





Provision for Income Tax 7,600,000 950,000


36

Note 7 : DEFFERED TAX ASSETS

Note 8: CASH AND BANK BALANCES

CASH AND CASH EQUIVALENTS

(B) OTHER BANK BALANCES

Note 9 : OTHER CURRENT ASSETS

(All Figures In �)

S.No. Particulars As atMarch, 2015 31st March, 2014

TOTAL 478,216 665,016

SUB-TOTAL (A) 24,680 64,838

SUB-TOTAL (B) 134,251,069 131,150,812

TOTAL (A)+(B) 134,275,749 131,215,650

S.No Particulars As atMarch, 2015 March, 2014

TOTAL 21,104,276 14,340,535

As at31st

S.No. Particulars As at As at31st March, 2015 31st March, 2014

As at31st 31st

1. Deferred Tax Assets 478,216 665,016

(1) Balances with Bank 24,481 64,778

(2) Cash on hand 199 60

(3) Deposits with original maturity of less than3 months (Unencumbered) - -

(1) Deposits with original maturity for morethan 12 months (Unencumbered) 107,168,091 131,150,812

(2) Deposits with original maturity for morethan 3 months but less than 12 months(Unencumbered) 27,082,978 -

1 Accrued Interest of deposits with banks 1,098,808 7,892,024

2 Management Fees & RecoverableExpenses (IIFCL Mutual Fund) 11,013,261 4,564,694

3 Tax Deducted at Source 4,650,407 1,867,317

4 Advance Tax FY 2014-15 4,320,000 -

5 Prepaid & Deferred Expenses 21,800 16,500


Annual Report 2014-15IIFCL Asset Management Company Limited

-

TOTAL

TOTAL

TOTAL

TOTAL

37

38

Note - 15 : CONTINGENT LIABILITIES & COMMITMENTS (TO THE EXTENT NOT PROVIDEDFOR)

Note - 16 :

Note - 17

Note - 18 :

Note - 19 :

Note - 20 :

CORPORATE INFORMATION

PAYMENT TO AUDITOR

FOREIGN EXCHANGE EARNINGS & EXPENDITURE DISCLOSURES

RELATED PARTY DISCLOSURE

(All Figure in )

(All Figure in )

`

`

Particular As at As at31st March, 2014

Claims not acknowledged as debts in respect of:

TOTAL 90,000 62,500

A. Enterprises

Name of Related Party

Key Mangement Personnel

31st March, 2015

Particular As at As at31st March, 2015 31st March, 2014

Legal consultancy demand, disputed by theCompany.The matters is under contention. 707,400 -

During the Financial year 2013-14, the company operationalized Mutual Fund through Board ofTrustees named as "IIFCL Mutual Fund (IDF)" & IIFCL Mutual Fund (IDF) launched its maidenscheme named as "IIFCL Infrastructure Debt Fund Series -I". The Company charges themanagement fees on the Asset Under Management (AUM) after deducting Mutual Fund expenses asper SEBI (Mutual Fund) Regulations, 1996.

All the accounts, whether debit or credit, are subject to confirmation from parties concerned.

Auditor 45,000 25,000

Taxation Matters 25,000 25,000

Other Services 20,000 12,500

Earnings in Foreign Exchange for the Period ended 31st March, 2015 - NilExpenditure in Foreign Exchange for the Period ended 31st March, 2015 - Nil

Related Parties and Transactions:

1 India Infrastructure Finance Company Limited (Holding Company)

2 IIFCL (UK) LIMITED (Subsidiary of Holding Company)

3 IIFCL PROJECT LIMITED (Subsidiary of Holding Company)

1 Mr. S B Nayar Chairman & Director

2 Dr. Emandi Sankara Rao Director & CEO (Appointed as CEO i.e. KMP under CompaniesAct 2013 w.e.f 12/11/2014)

3 Mr. Rajeev Mukhija Director (Ceased to be as Director w.e.f 26/06/2014)

4 Mr. Ajay PS Saini Company Secretary

5 Mr. Sumiran Bansal Head Finance & CFO (Appointed as CFO i.e. KMP underCompanies Act 2013 w.e.f 20/10/2014)


Related party transactions during the year including reimbursement of expenses:

Rent 6,903,089 5,312,640

Amount Payable 2,436,210 16,387,469

Salary to IIFCL Employees 1,297,739 817,545

Subscription to Equity Shares Nil Nil

Previous Years figures has been regrouped wherever it necessary

Particular Current Period Previous period







Place: New Delhi


CIN: U65991DL2012GOI233601

India Infrastructure Finance Company Limited

Note - 21: OTHER DISCLOSURES

(All Figure in )`


I, hereby record my presence at the 3rd Annual General Meeting of the company held on Thursday

the 10th day of September, 2015 at 11 am at the Board Room of India Infrastructure Finance

Company Limited (IIFCL), 8th Floor, H.T. House Building, 18 & 20 Kasturba Gandhi Marg, New Delhi-

110001.

Member's /Proxy's Signature

NOTES:

1. The attendance slip should be signed as per the specimen signature registered with the Company.

Such duly completed and signed Attendance Slip (s) should be handed over to the Compliance

Officer at the venue.

2. Members are please requested to carry photo-ID card for identification/verification.

3. Shareholders present in person or through registered proxy only shall be entertained.

4. No gifts will be distributed at the Annual General Meeting.

Name of the Attending Member

(in block letters)

No. of Shares held

Name of Proxy (in block letters, to be filled

if the proxy attends instead of the member)


ATTENDANCE SLIP

(A wholly Owned Subsidiary of IIFCL, A Govt. of India Enterprise)

EmailWebsite

CIN: U65991DL2012GOI233601

Regd. Office: 9th Floor, Hindustan Times House Building,

18 & 20 Kasturba Gandhi Marg, New Delhi-110001

Ph: 011-43717125/26 .Fax No. 011-23445119

:[email protected]:www.iifclmf.com


�

Name of the member(s):

Registered Address:

Email Id:

Folio No/Client Id:

DP ID:

I/we, being the member(s) of ______shares of the above named company, hereby appoint

1. Name:_________________

Address:_______________

Email ID:_______________

Signature:_____________, or failing him

2. Name:_________________

Address:_______________

Email ID:_______________

Signature:_____________, or failing him

3. Name:

Address:_______________

Email ID:_______________

Signature:_____________,

Signed this ___day of ____2015

Signature of Shareholder

Signature of Proxy holder(s) Affix a 15 paisa Revenue Stamp

Form No. MGT-11

Proxy Form

[Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies

(Management and Administration) Rules, 2014]

CIN:U65991DL2012GOI233601Name of the Company: IIFCL Asset Management Company Limited

Registered office: 9th Floor, HT House, 18 & 20 Kasturba Gandhi Marg, New Delhi-110001.

as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 3rd AnnualGeneral Meeting of the company, to be held on Thursday the 10th day of September, 2015 at 11.00a.m. at theBoard Room of India Infrastructure Finance Company Limited (IIFCL), 8th Floor, HTHouse Building, 18 & 20, Kasturba Gandhi Marg, New Delhi- 110001 and at any adjournment thereofin respect of such resolutions as are indicated below:

Note : This form of proxy in order to be effective should be duly completed and deposited at

the Registered Office of the Company, not less than 48 hours before the commencement of the

Meeting.

41

Resolution No.

1.________________

2.________________

3.________________

4.________________

Annual Report 2014-15IIFCL Asset Management Company Limited

�

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