loan aapka - iifl · the company is focussed on home loans and loans for residential project. ......

Annual Report 2014-2015INDIA INFOLINE FINANCE LIMITED

LoanHamaara.

Sapna Aapka.

www.iiflfinance.com, www.indiainfoline.com

12A-10, 13th Floor, Parinee Crescenzo,C-38 and C-39, G Block, Behind MCA, Bandra Kurla Complex,

Bandra East, Mumbai – 400 051.

INDIA INFOLINE FINANCE LIMITEDCIN – U67120MH2004PLC147365

IND

IA IN

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INE

FINA

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IMIT

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| Annual R

eport 2014-2015

‘You dream it, and we are there to make it come true.’

In the transformational world of today, dreams and aspirations are mapped by the ability to realise them. It becomes imperative, therefore, for any organisation to quickly grasp and understand customer aspirations and then convert them into reality.

Aligned to this new-age mantra, we are focussed on enhancing our strengths and competencies – across products, sales & marketing and servicing, to reach out faster and connect deeper with our customers. We are collaboratively working towards digitisation that will bridge the gap between the aspirations of our customers and our own ability to make them come true.

It is our strong belief that if there is a mind that is capable of imagining something, there is another that is as capable of translating that imagination into reality.

Corporate InformatIon

BOARD OF DIRECTORSV.K. Chopra Chairman & Independent Director

Nilesh Vikamsey Independent Director

Nirmal Jain Whole Time Director

R. Venkataraman Non Executive Director

Rajashree Nambiar Executive Director and Chief Executive Officer

Sunil Kaul Non Executive Director

COMMITTEE OF BOARDAudit Committee

Nilesh Vikamsey Chairman, Independent Director

V.K. Chopra

Sunil Kaul

Nomination and Remuneration Committee


V.K. Chopra

R. Venkataraman

Stakeholders’ Relationship Committee

R. Venkataraman Chairman

Nirmal Jain

Sunil Kaul

Risk Management Committee

V.K. Chopra

Nirmal Jain

Nilesh Vikamsey

Sunil Kaul

Rajashree Nambiar

CSR Committee

Nilesh Vikamsey Chairman & Independent Director

Nirmal Jain

R. Venkataraman

CHIEF FINANCIAL OFFICERAmit Mehendale

COMPANY SECRETARY AND COMPLIANCE OFFICERJitendra Maheshwari

AUDITORSM/s Sharp & Tannan Associates Chartered Accountants

INTERNAL AUDITORSKPMG

CORE MANAGEMENT TEAM Rajashree Nambiar Executive Director and Chief Executive Officer

Dolphie Barboza Head - Commercial Vehicle Finance

Anand Barua Head - Medical Equipment and SME Loans

Bejoy Anthraper Head - Gold Loan

Akash Bafna Head - Credit Policy and Risk Officer

S. Venu Head - Operations

Abizer Motiwala Head - Loan Against Shares (LAS)

B.S. Amarnath Treasurer

N. Kumar Head - Internal Audit

Amlan Singh Head - Customer Service

Harsh Joshi Head - Legal

Mohan Radhakrishnan Chief Compliance Officer

Pallab Mukherji Head - Human Resource

CAUTIONARY STATEMENTThis document contains forward-looking statement and information. Such statements are based on our current expectations and certain assumptions, and are, therefore, subject to certain risk and uncertainties. Should one or more of these risks or uncertainties materialise, or should underlying assumptions prove incorrect, actual results may vary. IIFL does not intend to assume any obligation or update or revise these forward-looking statements in light of developments, which differs from those anticipated.

REGISTRAR AND SHARE TRANSFER AGENTLink Intime India Pvt. Ltd, C-13, Pannalal Silk Mills Compound, L.B.S. Marg, Bhandup (West), Mumbai – 400 078

Registered & Corporate Office:

12A-10, 13th Floor, Parinee Crescenzo, C-38 & 39, G-Block, Bandra Kurla Complex, Bandra (East), Mumbai – 400 051.

LIST OF BANKERS

Allahabad BankAndhra BankAxis Bank LtdBank of BarodaBank of IndiaBank of Maharashtra Canara BankCentral Bank of IndiaCitibankCorporation BankDCB Bank LtdDena BankHDFC Bank LtdICICI Bank LtdIDBI Bank LtdIndian Overseas BankIndusInd Bank LtdKarnataka BankKarur Vysya Bank

Kotak Mahindra BankOriental Bank of CommercePunjab & Sind BankPunjab National BankSmall Industries Development Bank of IndiaStandard Chartered BankSouth Indian BankState Bank of HyderabadSyndicate BankUCO BankThe Jammu and Kashmir BankVijaya BankYes Bank Ltd

CONTENTS

About IIFL Group

About IIFL Finance

Our Advisory Board

Board of Directors

Chairman’s Message

ED & CEO’s Message

Industry Overview

Segment Overview

Business Overview

Risk Management

Committed to Responsible Growth

Directors’ Report

Standalone Financial Statements

Consolidated Financial Statements

02

06

10

11

12

14

16

18

20

25

26

28

54

104

AbOuT IIFL GrOup

Overview

IIFL Holdings Limited along with its subsidiaries is engaged, in the businesses of Financing, Wealth Management, Mutual Funds, Equities, Commodities and Currency Broking, Investment Banking, Insurance and other Financial Products Distribution.

ParentiiFL Holdings Limited

FinanCinG weaLtH aGenCy

# Chart depicts only key businesses and subsidiaries of IIFL Holdings Limited and not all the businesses and subsidiaries

india inFOLine

COmmOdities Limited

india inFOLine media and researCH

Limited

iiFL weaLtH manaGement

Limited

india inFOLine FinanCe Limited

india inFOLine Limited

iiFL reaLty Limited

india inFOLine insuranCe

BrOkers Limited

india inFOLine asset

manaGement COmPany Limited

india inFOLine HOusinG FinanCe Limited

02 | India Infoline Finance Limited

visiOn

TO BECOME THE MOST RESPECTED COMPANY IN THE FINANCIAL SERVICES SPACE IN INDIA.

vaLues

INTERNATIONAL SuBSIDIARIES’ LOCatiOns

FAIRNESSBelieve in being fair in our transactions, bereft of any fear or favour, with all stakeholders including employees, customers and vendors.

GROWTHDriven to grow faster than the rest of the industry and encourage measured risk-taking and empowerment across all levels.

TRANSPARENCYBelieve in as much transparency as practically possible, with our stakeholders, media, investors and the public at large.

INTEGRITYEnsure utmost honesty and integrity, in letter and in spirit, in all our dealings with people – internal or external.

SERVICE ORIENTATIONService organisation, committed to delight our customers with superior advice and service, delivered with humility and sincerity.

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03 | Annual Report 2014-2015

FinanCinG

weaLtH manaGement

aGenCy

NBFC: A diversified financing company, offering loans secured against collaterals of home, property, gold, medical equipment, commercial vehicle, shares and other securities.

HOuSING FINANCE COMPANY: The Company is focussed on home loans and loans for residential project.

WEALTH MANAGEMENT:

One of the largest and fastest growing Wealth Management companies in India with assets under advice, management and distribution of ` 708.9 billion.

ASSET MANAGEMENT COMPANY:Our AMC is wholly owned subsidiary of IIFL Wealth and is the Investment manager of IIFL Mutual Fund and rapidly growing Alternative Investment Funds.

INTERNATIONAL SuBSIDIARIESTo cater to overseas Institutional Investors and NRIs for their India-centric investments, we have established subsidiaries in seven countries worldwide.

IIFL GrOup KEy buSINESSES

FINANCIAL ADVISORY & BROkING: One of the leading broking house with extensive presence all over the country providing financial planning and broking services in equity, commodities and currency trading.

INSTITuTIONAL EquITIES & INVESTMENT BANkING: Premier broker for FIIs, DIIs, financial institution, private equity funds and banks. Investment Banking division leverages its distribution reach in capital markets with strong institutional placement capabilities and a wide reach across investor segments.

DISTRIBuTION: We are one of the largest distributors of financial products such as Life Insurance, Mutual Funds, NCDs, Tax-free bonds, IPOs etc. through our wide distribution network and business associates.

Emerged as one of the largest broker for life insurance in the country. ICICI Prudential, HDFC Standard Life, Aegon Religare, Future Generali, Bharti AXA, Reliance Life Insurance are some of the key partners.

REALTY & PROPERTY ADVISORY SERVICES: Real estate services provider advising clients in transaction of commercial and residential properties across the country. We also provide advisory and funding services to real estate developers.


IIFL Finance, with a diversifiedproduct portfolio addresses the growing capital needs across under-served markets.India Infoline Finance Limited (IIFL Finance), a diversified financing company, is a subsidiary of IIFL Holdings Limited. The company was incorporated in 2004 as India Infoline Investment Services Private Limited and the name was changed in 2011.

PrOduCt OFFerinGs

LOan BOOk COmPOsitiOn (%) – Fy15

SME businessloan

LOan BOOkBook size -

Growth in book, y-o-y35%

Medical equipment finance

Loan against property

Loan against gold

Capital market finance

Commercial vehicle finance

Home loan

Commercialvehicle

Gold

medicalequipment

mortgage

Capital market

17%

26%

3%

48%

6%

` 146.7 billion

AbOuT IIFL FINANCE


2.9+ million ~8,000 600+

1,000+

strateGy

Invest in technology, enhance brand visibility, build capacity & grow customer base through retail focus, keeping risk under control with a diversified portfolio.

retail focus with overallcustomer base at Cities

Branches

team strength

FinanCiaLs - Fy15

` 25,138 millionincome, Fy15

` 22,180 million

net worth

` 3,012 million

Profit after Tax,Fy15 18.02%

robust capitaladequacy

2%return on asset7.5%

net interestmargin

0.5%net non-performing

assets


FINANCIAL HIGHLIGHTS

GrOwinG LOan BOOk (` BiLLiOn)

146.7

108.9

93.8

67.5

HeaLtHy net wOrtH (` BiLLiOn)

22.2

16.115.1

14.2

earninGs Per sHare (`)

12.7

8.98.0

4.4

2011-12 2012-13 2013-14 2014-15

2011-12 2012-13 2013-14 2014-15 2011-12 2012-13 2013-14 2014-15

2011-12 2012-13 2013-14 2014-15

return On equity (%)

13.612.6

12.1

7.3

3-year CaGr - 30%


revenue (` BiLLiOn)

25.1

19.717.4

9.5

2011-12 2012-13 2013-14 2014-15

2011-12 2012-13 2013-14 2014-15

2011-12 2012-13 2013-14 2014-15

rOBust CaPitaL adequaCy ratiO (%)

18.017.7

21.6

17.9

deCLininG COst-tO-inCOme ratiO (%)

41.6

50.752.5

64.7

3-year CaGr - 38%

PrOFit aFter tax (` BiLLiOn)

3.0

2.11.9

1.1

2011-12 2012-13 2013-14 2014-15

3-year CaGr - 42%


Our AdvISOry bOArd

mr. asHOk JHaRetired IAS, Former Finance Secretary, Government of India

mr. keki mistryVice Chairman and CEO of HDFC Ltd.

mr. sat PaL kHattarSingapore-based prominent Lawyer and Investor

mr. keki dadisetHFormer Chairman of HUL

mr. sOmasekHar sundaresanEminent Lawyer, Partner, M/s J. Sagar Associates

mr. s. venkataCHaLamCareer banker with Citibank, Chairman, Oracle India

Mr. Ashok Jha has served for 38 years in the civil services and has held crucial positions in State and Central government establishments. He has served in the Finance Ministry of the Government of India, first as Secretary, Economic Affairs, and later with additional responsibility as Finance Secretary. He was India’s alternate Governor in the World Bank and the Asian Development Bank.

Mr. keki Dadiseth, a Fellow member of the Institute of Chartered Accountants of England & Wales, became the Chairman of HuL in 1996 and was appointed as the Director on the Board of unilever PLC and unilever NV in 2000 and served till 2005. In India, he is on the Boards of companies such as The Indian Hotels, Britannia Industries, Piramal Enterprises, Siemens, Godrej Properties, ICICI Prudential Life Insurance and ICICI Prudential Asset Management Trust.

Mr. Somasekhar Sundaresan heads the Securities Law practice of M/s J Sagar Associates, Advocates and Solicitors. He has extensive experience in the areas of Securities Laws, M&A and Foreign Investment in India. Mr. Somasekhar is a permanent invitee to the executive committee of FICCI and is an active member of its Capital Markets Committee.

Mr. S. Venkatachalam, a Chartered Accountant, is the Chairman of the Board of Directors of Oracle Financial Services Software Limited. He has served Citibank N. A. for nearly 30 years, holding several senior positions. He is currently on the Central Board of State Bank of India, Equifax Credit Information Services and Canara Robeco Asset Management Company.

Mr. keki Mistry is the Vice Chairman and Chief Executive Officer of HDFC Limited. He is on the Board of companies such as Infrastructure Leasing Financial Services, Sun Pharmaceuticals Industries, The Great Eastern Shipping, Torrent Power, BSE and GRuH Finance, besides HDFC group companies. A Chartered Accountant, he began his career with AF Ferguson & Co. followed by short stints with Hindustan unilever and Indian Hotels.

Mr. khattar, a prominent lawyer, is the founder of khattar Wong & Partners, one of Singapore’s largest law firms, and the Chairman of Khattar Holdings, a private investment firm. He is the Chairman of the Singapore Business Federation, life trustee of the Singapore Indian Development Association and Co-chairman of the Singapore-India Partnership Foundation. Mr. khattar was awarded with the prestigious Padma Shri award by Government of India in 2011.

IIFL Group’s Advisory Board comprises stalwarts with extensive experience and domain expertise, providing independent and informed perspective and oversight to the Management, while guiding the Group’s strategic focus.


bOArd OF dIrECTOrS

Our Board of Directors comprises highly respected professionals with rich financial and banking experience and expertise.

mr. v. k. CHOPraCareer banker, former Whole-time Member SEBI, former CMD Corporation Bank

mr. niLesH vikamseySenior Partner, M/s Khimji Kunverji, Member CA Central Council

mr. nirmaL JainFounder of IIFL Group, Chairman of IIFL Holdings Limited

mr. r. venkataramanCo-Promoter and Managing Director of IIFL Holdings Limited

mr. suniL kauLCareer banker, previously with Citibank, now represents Carlyle

ms. raJasHree namBiarCareer banker, previously with Standard Chartered Bank

Mr. R. Venkataraman is a B.Tech (Electronics and Electrical Communications Engineering) from IIT, kharagpur and an MBA from IIM, Bangalore. He has previously held senior managerial positions in ICICI Limited, including ICICI Securities, their investment banking joint venture with JP Morgan, uS and Barclays – BZW as well as, with GE Capital Services India as AVP in their private equity division. He has a varied experience of more than 24 years in the financial services sector.

Mr. Sunil kaul has over 25 years’ experience in commercial and investment banking. He is the Managing Director for Carlyle’s Asia Buyout Fund and is based in Singapore. He serves as a Director on the board of TC Bank in Taiwan, PNB Housing Finance in India and Diamond Bank in Nigeria. Previously, he has served as the President of Citibank, Japan. He is an MBA from IIM, Bangalore and an Engineer from IIT Bombay.

Ms. Rajashree Nambiar holds an MBA and a Bachelor of Science in Physics (Honours). She is an experienced banker with 22 years of rich work experience with ANZ and the Standard Chartered Group. She has held several leadership positions within the SCB group; last position held was, General Manager, Retail Banking Products, Brand & Marketing, India & South Asia.

Mr. V. k. Chopra is a Fellow Member of The Institute of Chartered Accountants of India. He was the Whole-time Member of SEBI for two years. He has been a career banker and has held several top positions during his 36 years of experience in Banks; including three years as the Chairman and Managing Director in Corporation Bank; three years as Executive Director in Oriental Bank of Commerce and as General Manager in Central Bank of India where he worked for 31 years.

Mr. Nilesh Vikamsey is a practicing Chartered Accountant for almost three decades and a Senior Partner at M/s khimji kunverji & Co., a member firm of HLB International, ranked amongst the top 12 accounting groups globally. He is an elected member of the Central Council of Institute of Chartered Accountants of India (ICAI) for two consecutive terms. He was also the Chairman of Qualified Audit Report Committee (QARC) of SEBI.

Mr. Nirmal Jain is an MBA from IIM, Ahmedabad, a rank holder Chartered Accountant and a Cost Accountant. He started his career in 1989 with Hindustan Lever Limited, the Indian arm of unilever. He founded Probity Research and Services (later re-christened as India Infoline Limited) in 1995; one of the first independent equity research companies in India. under his leadership, IIFL Group has grown into a dominant and diversified player in the financial services space.


CHAIrMAN’S MESSAGE

dear stakeholders,

At IIFL, we are committed to helping our customers live their dream. To us, each is a priority and the goal is to ensure that our financial solutions are comprehensive and straightforward to translate every dream into certainty. Yes, ‘Sapna Aapka. Loan Hamaara’ is our dictum and we believe that financial inclusion can propel the overall growth of our nation.

Through inclusive growth, competitive, cost-effective services for savings, investments and financing can be extended to larger sections of the society. Moreover, for a large workforce in a vast country such as India, stable and accessible financial system for credit and remittance is essential. The government’s JAM initiative encompassing Jan Dhan Yojana, Aadhaar card and Mobile number was launched with the objective of financial inclusion, in order to pass on the benefits of formal financial sector to public and alleviate poverty. Digitisation and innovation by financial players can further encourage usage of services, support the government’s agenda and increase financial penetration. Against this backdrop, the financial services industry can create opportunities for long-term economic growth.

Furthermore, the Indian economy is showing signs of recovery. During the financial year ended March 31, 2015, the real GDP for India stood at 7.3% (Source: mospi.nic.in). While IMF downgraded GDP estimates of major emerging economies for 2015-16, it maintained a favourable view on India’s GDP prospects. In addition, the foreign direct investment (FDI) inflows in the country have gone up by 22%, amounting to US$ 34 billion (Source: World Bank).

PerFOrmanCe review Echoing the positive sentiment, your Company has ended this fiscal year on a good note. For the financial year ended March 31, 2015, the consolidated income rose to ` 25,138 million, up 28%, year-on-year (y-o-y) and Profit after Tax stood at ` 3,012 million, up 43% y-o-y.

In addition to improving profitability, the liquidity profile has improved wherein our dependence on short-term borrowings has reduced while maintaining a matched asset-liability position. Your Company has a net worth of ` 22,180 million as on March 31, 2015 (FY15).

The Net Interest Margin and Spread for your Company has improved to 7.5% and 6.7% respectively in FY15 from 7.2% and 6.3% in FY14.

“iiFL stands FOr trust, knOwLedGe and quaLity serviCes tO retaiL CustOmers aCrOss india. Our endeavOur is tO extend OrGanised FinanCinG and timeLy assistanCe tO tHe COuntry’s under-Banked CustOmers”


rOBust GrOwtH in LOan BOOkDuring the financial year ended March 31, 2015 (FY15), the book size grew to ` 146,680 million from ` 108,898 million in the preceding year, up 35% y-o-y.

Gross and net NPAs stood at 1.27% and 0.54% respectively in FY15. Your Company continues to maintain high asset quality and follows conservative provisioning higher than statutory requirements. Against gross NPA of ` 1,857 million, the Company has non-standard asset provision of ` 1,070 million and ` 550 million for standard assets as per statutory requirement. Total provision coverage (including standard asset provision) as a percentage of Gross NPA was 87%.

The rating upgrade to long-term rating of AA/stable outlook from AA-/stable outlook in June 2014 and short-term rating of A1+ indicate a high degree of safety regarding timely servicing of financial obligations.

settinG FOundatiOn FOr GrOwtH

During the year, your Company has strengthened its human capital, adding senior management professionals with vast industry experience across banking and financial services. Your Company has not just increased employee strength in important functions such as legal, risk and collections but also, focussed on developing people on both, technical and managerial aspects.

IIFL has been on the forefront when it comes to technology. Your Company is looking at enhancing operational efficiency through technology initiatives in the area of customer interaction and loan disbursement as well as, credit appraisal and risk management. Digitisation will help us achieve twin goals of superior customer experience and sustainable growth.

OutLOOk Over the years, non-banking financial companies have played an important role in extending small ticket loans to retail customers in underserved regions who, otherwise, do not have access to formal

sources of finance. With more players and tighter regulations, diverse and competitive sources of finance are available, ultimately benefiting the end consumer. Conversely, limited availability of credit will result in customers borrowing from high cost informal sources impacting financial inclusion and growth.

Thus, there is immense opportunity for credit intermediation and expansion in the country, arising from improved economic activity, softening of interest rates and consumer demand. The sector has witnessed annualised growth of over 20% between March 2006 and March 2014. Yet, the share of non-banking financial assets as a percentage of GDP at 14.3% (Source: RBI, as on FY14) remains far lower than global standards.

IIFL stands for trust, knowledge and quality services to retail customers across India. Our endeavour is to extend organised financing and timely assistance to the country’s under-banked customers.

In the coming years, your Company aims to achieve leadership position in our chosen customer products and segments, build skills and capacity through people and technology development, while keeping risk under control.

Your Company has set the path for the future with focus and commitment towards realising our customers’ dreams. As it is said, ‘a dream, you dream alone is only a dream, a dream you dream together, is reality!’

Yours truly,

v. k. ChopraChairman


Ed & CEO’S MESSAGE

dear all,

“Growth is never by mere chance, it is the result of several forces working together” - J C Penney

A journey that began not so long ago has seen our financing business grow from strength to strength. IIFL Finance has leveraged the increasing credit demand in the country on the back of a well-diversified product offering, healthy funding and capital adequacy. Leading the charge has been a strong team built by continual investment in human capital both in frontline as well as support functions. The Company has built in strong risk management systems and processes and focusses on strengthening the risk management in this dynamic environment.

Today, IIFL Finance offers an enviable product bouquet across almost all forms of secured lending. Our lending book includes Home loan, Loan against property, Gold loan, Medical equipment finance, Commercial vehicle finance and Capital market finance. Also, IIFL Finance has recently introduced a working capital product for SME segment. The endeavour has been to achieve relevant scale in every business segment that we choose to operate in.

In tandem with our business growth, our focus has been to build and fortify our support platform, systems and processes that optimise operational efficiency and further enhance customer experience. We have been assiduously building leadership bench-strength with key competencies and we now have a seasoned team with vast industry experience.

As we grow, we have ensured that we remain contemporary and forward-looking. We are investing in digital innovation and exploring opportunities in the rapidly growing digital and online space.

Business HiGHLiGHts Our loan book grew to ` 146,680 million, a 35% growth over previous fiscal.

We improved our Net Interest Margin to 7.5%, 30 bps higher as compared to last year on the back of our strengthened funding profile and asset yields.

Increased productivity and operational efficiency helped achieve a further reduction in our cost-to-income ratio from 50.7% in FY14 to 41.6% in FY15.

The Company posted a Profit after tax of ` 3,012 million, a 43% increase compared to last fiscal.

Higher safety margins were maintained in leverage, as reflected in the capital adequacy ratio of 18.0%, comprising Tier I capital ratio of 11.3% and Tier II capital ratio of 6.7%.

Gross and Net NPAs (Non performing assets) were 1.27% and 0.54% respectively for the year under review.

“GrOwtH is never By mere CHanCe, it is tHe resuLt OF severaL FOrCes wOrkinG tOGetHer”


mOrtGaGe

FY15 has turned out to be a strong year yet again for our Mortgage business which continued to be our focus area constituting about 48.1% of our total loan book and 42.8% of our overall revenue. The pent-up demand in affordable housing segment coupled with our strategic shift to retail lending has enabled us to effectively diversify our risk exposure by including low and middle income segments leading to steady expansion in our loan portfolio as also higher yield growth.

COmmerCiaL veHiCLeDefying an industry which was declining at the rate of 2.8%, IIFL Finance posted a steady growth of over 100% in the Commercial Vehicles portfolio which constitutes an excellent mix of new and used vehicles. Backed up with an innovative sourcing strategy and distribution model with combined favourable economic environment has led us to achieve better yields.

GOLdGrowth in our Gold Loans portfolio continued to be restricted in the wake of declining gold prices and tighter RBI norms since FY12. Our focus last year had therefore been on increasing profitability, operational efficiency by way of consolidation and improving asset quality above industry standards.

HeaLtHCareDespite medical equipment financing business being a niche segment, we have been able to make steady progress reaching a portfolio size of ` 4,623 million last year. Our foray into small healthcare equipment financing by using our extensive distribution channels in Tier I and below towns has helped us to diversify risk and achieve higher yields.

OutLOOk The Economic Survey 2014-15 suggests a clear political mandate

for reform and a benign external environment and a growth rate of over 8% is expected in the coming year.

Reforms will help in accelerating economic growth and give the much-needed boost to SME & Corporate sector.

The Budget proposal to treat NBFCs as financial institutions under the SARFAESI Act will be a big boost and bring much-needed parity in regulation relating to recovery.

We expect the overall asset quality to improve on the back of improved environment and SARFAESI rights.

In the year ahead, as we keep up our growth momentum, we will in parallel work on enhancing brand visibility and awareness thus ensuring better reach and growth in retail franchise. Retail Mortgages and Commercial Vehicle finance will be the dominant engines of growth. We will widen our channel usage to include digital for both acquiring as well as servicing our retail customer base. This in turn will help us venture to new customer segments in our chosen businesses. The year ahead is exciting. We believe we have the forces that need to work together for the growth we dream of.

Yours truly,

rajashree nambiar Executive Director & CEO


NBFCs play a crucial role in the development of Indian economy by meeting the financing needs of customers who otherwise have limited access to formal sources of finance. The sector witnessed phenomenal growth in the last 10 years, with at a compounded annual growth rate of over 20% between March 2006 and March 2014. The share of NBFCs assets in GDP (at current market prices) increased steadily from just 8.4% as on March 31, 2006 to 14.3% as on March 31, 2014 (Source: RBI).

Credit growth in the previous year was affected by sharp slowdown in gold and commercial vehicle (CV) loans.

While CV and construction equipment (CE) loans continued to de-grow in

2014-15, higher growth was witnessed in other products including home loans, loan against property (LAP), auto loans and loan against shares (LAS).

demand drivers FOr tHe nBFC LOan marketIMF has projected an economic growth rate of 7.3% (new series) for India in 2015-16. Favourable business environment will boost NBFC portfolio. The housing stock shortage is pegged at around 19 million units in urban India. Increase in demand for housing units driven by nuclearisation of families will drive up the need for home finance.

It is estimated that currently 40% of the MSME credit demand is met through

informal sources. The growing demand from MSMEs, which are currently accessing finance from informal sources or are self-financed, is a huge opportunity for NBFCs to tap into.

INduSTry OvErvIEW

OutLOOkNBFCs have curtailed their credit growth in the CV and CE segments, where delinquencies increased sharply over 2013-15. CV sales volumes have picked up in the last four quarters, and asset quality concerns have eased. Following a reduction in fuel prices, interest rates and improvement in capacity utilisation, cash flows of fleet operators are getting better.

An expected improvement in sales volume for passenger cars, two-wheelers and a general expected improvement in operating environment are expected to further improve credit growth opportunities for the sector in FY16. Continued reduction in interest rates should lower the borrowing cost for NBFCs.

inCreasinG deveLOPment in tier ii and tier iii Cities wiLL Lead tO an inCrease in demand FOr Credit, One OF tHe key GrOwtH drivers FOr GrOwtH OF nBFCs.

NBFCs move towards a new and tighter set of regulations in regards to NPA recognition and capital adequacy ratio (CAR) norms. Beginning FY16, NBFC will move from 180 days to 90 days NPA recognition norm over the next three years, with 150 days by end FY16, 120 days by end FY17 and 90 days by end FY18. Minimum tier I CAR requirement will move from 7.5% currently to 8.5% by end FY16 and 10.0% by end FY17.

Asset financing NBFCs, with minimum assets of ` 5,000 million, will be covered under The Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest Act (SARFAESI), which will significantly improve their ability to force a collateral to recover dues from defaulting borrowers.


SEGMENT OvErvIEW

LOan aGainst CaPitaL market instrumentsThe capital market has become a lucrative area for investments, as equity valuations have looked up in the past one year. An encouraging trend is the return of retail investors to capital market after a gap of six years, as reflected in strong inflows into domestic mutual funds. Retail participation in capital market is expected to further increase as the retail investor is significantly under invested in equities, and other asset classes like real estate, gold and debt instruments appear relatively less attractive at this point of time. The RBI has specified list of listed securities against which loans can be extended and capped the maximum loan-to-value ratio at 50%. The capital market financing is expected to gain further momentum as the market rebounds.

HOusinG LOansThe Indian housing finance market has crossed the ` 10 trillion mark as on December 31, 2014, indicating a steady growth of 17% YoY. Of this ` 10 trillion housing loan book, ` 6.3 trillion loans is with the banking sector and the balance ` 3.7 trillion with housing finance/non-banking financial institutions. Banks and housing finance companies (HFCs) have logged a combined growth of 17-19% over the past three years (Source: ICRA). An increase in the per capita income, along with the increasing availability of finance, has resulted in a growth in demand for housing in the past few years. Shortage of homes in India stands at around 19 million units in urban India with around 95% of this housing shortage emanating from the low-income group category (Source: NHB).

Though mortgage finance penetration levels in India have been increasing consistently, (8.2% as on December 31, 2014) they still remain low vis-à-vis developed countries. Given that there is a large proportion of population which is still underserved by the traditional financial institutions, there is still untapped potential for growth especially in certain segments like affordable housing. Favourable demographics, improvement in the operating environment leading to launch of new projects and improvement in the pace of under construction projects are likely to lead to an acceleration in housing loan growth.

LOan aGainst PrOPertyLoan against property provide an edge to those seeking to avail cost-effective loans using their property as collateral. This loan has become popular among small businessmen and individuals with ancestral property.


COmmerCiaL veHiCLe FinanCeAfter two years of sharp down cycle, some segments of the domestic CV industry have shown signs of recovery in 2014-15. The Medium & Heavy Commercial Vehicle (M&HCV) truck segment posted volume growth of 15% in 2014-15. The Light Commercial Vehicle (LCV) truck segment is still experiencing sluggish trends as significant capacity addition over the past few years and constrained financing environment amidst rising delinquencies remains a challenge for the segment. M&HCV truck segment is likely to register a growth of 20-24% in 2015-16 driven by continuing trend towards replacement of ageing fleet and expectations of pick-up in demand from infrastructure, industrial and mining sectors in view of reforms being initiated by the Government. LCV segment is expected to grow at 12-15% in 2015-16.

GOLd LOanIndia is the largest consumer of gold, accounting for over 20% of annual global consumption. Gold jewellery forms around 80% of the Indian jewellery market, with the remaining comprising fabricated jewellery (including diamond and gemstone-studded jewellery). A substantial portion of the gold jewellery produced in India is consumed in the domestic market. One of the key trends witnessed in India’s gold loan market is the increasing adoption of technology by vendors. Gold loan service providers are increasingly adopting technological resources, enabling them to commission branches quickly and efficiently. This lets them scale their business by reducing human intervention, making the model cost efficient, facilitating borrower account tracking, customer submissions, real-time data access and faster decision- making. (Source: Research and markets). In a significant breather for NBFCs, especially gold loan companies, the Reserve Bank of India allowed them to disburse higher loan amounts against gold jewellery pledged by borrowers from January 2014. The NBFCs can now disburse up to 75% of the total value pledged, up from 60% earlier. According to CRISIL, the industry is expected to grow at a CAGR of 15-18% over the next 10 years.


buSINESS OvErvIEW

IIFL’s business segments are structured to understand the financial needs of customers and help them realise those dreams with customised product offerings.

In the business of making dreams come true

mOrtGaGe LOans

Contribution to revenue

42.8%

Loan assets

` 80,623million

Contribution to the total loan book

48.1%

HOme LOansIIFL Finance provides loans for purchase of residential properties, home construction, home improvement and plot loans, through its subsidiary, India Infoline Housing Finance Limited. The Company sources home loan applications through its direct sourcing channel, DSA network and alternate channels.

THE YEAR uNDER REVIEW

During the year, the Company has undergone a strategy shift to retail lending. The Company believes in “Housing for all” vision of the government and focusses on Affordable Housing segment as a major source of incremental business in FY16. The Company has developed in-house sales team

and has identified 500+ approved projects pan-India and is continuously developing relationships with builders to enhance business. Average ticket size during the year has been reduced by 26% compared to 2013-14. The Company has also developed in-house legal, collections, and technical teams. This has resulted in lowering risk of entire portfolio of the Company.

OuTLOOk

The affordable housing segment is throwing up huge pent-up demand. The Company’s focus in this segment is leveraging its in-house sourcing strengths to build up a direct sales team to drive retail business. The Company is investing in technology to enhance internal as well as external processes and reduce TAT.


LOan aGainst PrOPertyLoan against property (LAP) are provided for working capital requirements, business use, new commercial property acquisition and construction financing. LAP continues to be the Company’s largest and most dominant product within the mortgages segment. The Company targets SME segment, especially priority sector, for incremental business. The self-employed segment, which is the foremost segment of LAP, requires efficient checks and controls to ensure a quality portfolio and risk reduction.

IIFL Finance has in place a robust system to undertake necessary checks regarding the borrowers’ credit background, and to conduct legal and technical security evaluation. IIFL Finance leverages on external as well as internal appraisal of properties, including valuations by international property consultants for large mortgage loans. The verification process also comprises independent fraud control checks.


LAP portfolio has shown steady growth and remains stable across all parameters in terms of risk appetite. With strong focus on the retail segment, IIFL Finance has successfully built alternate channels like distribution partners, referral channels, online acquisitions. The Company also strengthened its in-house legal, collection and risk & technical teams to enhance efficiency and mitigate risk.

OuTLOOk

The demand for loan against property from small business segments has been growing significantly. LAP is a secured avenue to fund the working capital requirement for small & medium-sized enterprises. IIFL Finance will continue to carve a niche for itself in this segment through innovative offerings and service expertise. Our presence in Tier II and Tier III cities, process efficiency and quicker turnaround time will provide us an edge over the competition.

IIFL Finance typically caters to small businessmen, vendors, traders, farmers and salaried people who pledge their gold jewellery for reasons of convenience, accessibility or necessity. The Company provides customised retail loan products based on the borrowers’ requirements. The customer gets up to 75% of the gold value from the Company, which provides an adequate buffer and offers competitive rates on customised schemes with flexible payment options. As in other segments, the Company has a stringent verification process, whereby the Company’s officers undertake prescribed checks and conduct borrower appraisals. Valuers have been certified and trained in asset quality practices and have an experience of not less than one year to be part of the disbursement mechanism. Each branch has adequate security provisions as prescribed by RBI.


Growth in the gold loan industry has been subdued since FY12 due to severe tightening of regulations by the RBI plus, as a result of the price of gold retreating from its highs. Resultantly, IIFL Finance consolidated its gold loans business and rationalised the number of branches. During the year, the Company focussed on collections and operational efficiency resulting in maintaining its asset quality well above the industry standards.

OuTLOOk

The Company expects to increase its market share in 2015-16 on the back of enhanced brand visibility through marketing activities and focus on growing the retail customer base. The Company is investing in digitisation of processes for ease of operations and greater customer delight.

GOLd LOans


36.8%

Loan assets

` 38,854 million

Contribution to the total loan book

25.8%


Contribution torevenue

5.1%

Loan assets

` 12,883million

Contribution tothe total loan book

6.0%

COmmerCiaLveHiCLe FinanCe

IIFL Finance has, since December 2012, been providing loans for all types of commercial vehicles (new and used commercial vehicles and buses; small, light, medium and heavy commercial vehicles, among others). The commercial vehicle financing team sources clients through its direct sales force, direct selling agents, authorised dealers of various manufacturers and also the entire IIFL branch network. The team comprises members from the sourcing department (sales), the underwriting department (credit and operations) and collections department, empowering it with holistic capabilities.

The Company has invested in automated systems and processes, while strategically located hubs facilitate faster disbursement and help reduce the turnaround time. Loan proposals are evaluated based on multiple parameters including industry experience, borrowing history, loan documentation and relevant kYC documents as prescribed by the RBI.


Though the commercial vehicles industry reported a 2.8% de-growth in sales volume, IIFL Finance’s loan assets grew by over 100% during 2014-15 at ` 12,883 million. Customer base of the Company also witnessed a strong growth of 109% during the year. IIFL is focussed primarily on small commercial vehicle and used commercial vehicle segments. The Company has strengthened its sales as well as support team to drive retail business and increase its market share.

OuTLOOk

IIFL Finance expects the market to revive in 2015-16 driven by continuing trend towards replacement of ageing fleet and expectations of pick-up in demand from infrastructure, industrial and mining sectors in view of reforms being initiated by the Government. The Company is competently placed to scale its business when the market revives and increase its market share through its strengthened sales and support team.


mediCaL equiPment FinanCe


2.3%

Loan assets

` 4,623million

Contribution tothe total

loan book

3.2%

Healthcare financing broadly comprises servicing of loans for acquisition of new medical equipment, lien-free equipment and loans for ancillary & refurbished equipments. IIFL Finance provides healthcare finance to doctors operating clinics, diagnostics/pathology centres, nursing homes, hospitals, as well as

medical education institutes. These loans are extended against the security of equipments, personal guarantees and mortgage of properties.


During the year, the Company launched a fast-track product for retail loans and also established new tie-ups with leading manufacturers of medical equipment. Relationships with existing manufacturers continued to be strong. The Company has also redesigned the process flow, bringing in better efficiencies at the front-end. Business volumes have grown by over 24% during the year. The Company has continued to leverage its extensive branch network to service the needs of its customers.

OuTLOOk

Going forward, the Company will capitalise its extensive experience and will pursue further strategic tie-ups with manufacturers for equipment-based schemes. The Company plans to continue pursuing smaller ticket retail loans through its branches and manufacturer tie-ups. It also plans to launch new products to cater to the growing needs of mid and high segment customers such as specialised hospitals, diagnostic centres and nursing homes. This will help in diversifying the portfolio and safeguard the Company from taking on disproportionate business risk.


The Company offers a wide range of Capital Market Financing products, including loans against securities, as well as margin funding for clients, IPO financing, promoter financing and open offer financing. These products are secured by pledge of listed equity shares, mutual fund units, structured notes, bonds, debentures and collaterals, all approved as per the credit policy. Target customers include, but are not restricted to: high net-worth individuals (HNIs), corporates, proprietary firms, private trusts, partnerships, limited liability partnerships and individuals. The retail and HNI portfolio comprises funding against diversified stock/securities, reducing the risk of dependence or exposure on a single security as collateral.

The Company has in place an approved list of securities based on liquidity and other quality parameters, monitored periodically on the basis of which the loan-to-value is decided. As for listed shares, the Company restricts to RBI specified list of shares and ensures maximum loan-to-value (LTV) of 50%. For each of its transactions, the Company engages in thorough verification of its client profile and detailed analysis of the quality of its collateral, complemented by in-depth research to keep in check multiple parameters such as market capitalisation, liquidity, 52-week volatility, among others. To protect asset quality against market volatility, the Company generates margin call reports for each loan, on real-time basis. These margin calls are sent daily to clients. The Company has consistently executed structured transactions with a quick turnaround time, offering competitive interest rates along with the best-in-class loan management systems.


Capital market was one of the best performing markets globally during the year. Within India, the market was buoyed by hopes of a better economy under the stewardship of Prime Minister Narendra Modi and the reform measures. This led to increase in participation by Foreign, Domestic Institutional Investors and Retail Public. The Company saw an increase in demand from retail and corporate customers in the capital market segment. The Company complied with all changes brought in by the Reserve Bank of India for regulating financing against listed shares to mitigate the risk exposure in the capital market segment.

OuTLOOk

The Company expects capital markets to have robust growth in 2015-16. It plans to tap opportunities in both, the primary and secondary market segments with positive growth. The Company shall continue to build on its diversified portfolio, which will hedge its risk towards loan across the market.

CaPitaL market FinanCe


11.6%

Loan assets

` 24,692million

Contribution to the totalloan book

16.8%


rISK MANAGEMENT

The Company’s business model requires the team to identify, measure, aggregate and manage the risks, and to allocate the capital among its diverse businesses. The Company operates as an integrated group through different divisions and business units. Risk and capital are managed via a framework of principles, organisational structure, measurement and monitoring systems and processes that are closely aligned with the activities of the divisions and business units:

Core risk management responsibilities are embedded in the Risk Management Committee and delegated to senior management responsible for execution and oversight. The Risk Management Committee (RMC) regularly monitors the risk and capital profile

The Company operates a three-line of defense risk management model whereby front office functions, risk management oversight and assurance roles are played by functions independent of one another

Risk strategy is approved by the RMC on an annual basis

All major risk classes are managed via risk management processes, including credit risk, market risk, operational risk, liquidity risk, business risk and reputational risk

Systems, processes and policies are critical components of the Company’s risk management framework

RISk CuLTuRE

The Company seeks to promote a strong risk culture throughout the organization. A strong risk culture is designed to help reinforce resilience by encouraging a holistic approach to the management of risk and return throughout the organisation as well as the effective management of risk, capital and reputational profile. The following principles underpin risk culture within the group:

Risk is taken within a defined risk appetite

Every risk taken needs to be approved within the risk management framework

Risk taken needs to be adequately compensated

Risk should be continuously monitored and managed

Employees at all levels are responsible for the management and escalation of risks

Risk management is integral to the Company’s strategy. The Company has, over the years, invested in people, processes and technology to mitigate the risks posed by the external environment and by its borrowers. A strong risk management team and an effective credit operations structure ensures that risks are properly

identified and timely addressed to ensure minimal impact on the Company’s growth and performance. The Company has developed the necessary competency to identify early stress signals and has also defined processes, including corrective and remedial actions as regards people and processes, for mitigation to ensure minimum damage.


COMMITTEd TO rESpONSIbLE GrOWTH

COmPOsitiOn OF Csr COmmitteeIIFL has constituted a CSR Committee of the Board that fulfills all the requirements as listed out under Section 135 of the Companies Act 2013 (hereinafter referred to as Section 135).

The Committee comprises the following members:

mr. nirmal Jain Whole Time Director

mr. r venkataraman Non Executive Director

mr. nilesh vikamsey Independent Director

a) Average net profit of the company for last three financial years

Average Net Profit as per Section 135 of the Companies Act 2013 was calculated to be ` 2,217.9 million.

b) Prescribed CSR expenditure

The recommended CSR expenditure for India Infoline Finance Limited as per Section 135 for FY15 was ` 44.4 million.

c) amount unspent

During FY15, India Infoline Finance Limited was unable to spend ` 30.7 million of the CSR expenditure prescribed by Section 135.

PresCriBed Csr sPend OF india inFOLine FinanCe Limited

[PuRSuANT TO CLAuSE (O) OF SuB-SECTION (3) OF SECTION 134 OF THE ACT AND RuLE 8 OF THE COMPANIES (CORPORATE SOCIAL RESPONSIBILITY) RuLES, 2014]

Career Counselling & awareness Programme for 5000 school children: Class VIII, IX & X students were provided with this counselling programme to arrest the problem of high drop-out rate from schools in tribal areas.

India Infoline Finance Limited in line with IIFL Holdings Limited aims to undertake initiatives that create sustainable growth and empower underprivileged sections of society.

key focus areas under Corporate social responsibility (Csr) for iiFL Group are as follows:

Education

Health

Economic Empowerment of Women

Sustainable Livelihood

During the year, IIFL Group has established the India Infoline Foundation (referred as IIFL Foundation) to manage CSR projects.

The CSR Policy adopted by the Company can be accessed at: http://www.iiflfinance.com

Programme Prashikshan: Vocational Training of Boys, Jawhar

Programme Margadarshan: Career Counselling in Walvanda


SNAPSHOTS OF CSR THEME

vocational skills for youth in Jawhar: Over 200 young boys have been trained in skills/trades such as welding, electrician and agri-pump maintenance & two-wheeler maintenance. Virtually of all them have been placed in jobs in the nearby industrial belts of Wada & Boisar. Youth have found placement with Tata Sky, Honda Motors and other companies in the industrial belt.

Badlav – microenterprise creation programme for women: Facilitated creation of over 150 micro enterprises, each started by a leader and employing other women. Over 500 women have been skilled and trained in different trades and the nuances of entrepreneurship.

Programme Badlav: Microenterprise creation for women

Programme Prashikshan – Vocational training for boys

Women have started businesses in poultry, roadside food stalls, tailoring


Corporate overview CoNSoLiDateD FiNaNCiaL StateMeNtSDirectors’ report StaNDaLoNe

FiNaNCiaL StateMeNtS

28 | India Infoline Finance Limited 29 | Annual Report 2014-2015

Dear Members,

Your Directors have pleasure in presenting Eleventh Annual Report of India Infoline Finance Limited (‘your Company’) with the Audited Financial Statements for the financial year ended March 31, 2015

1) Financial Results

(` in million)

Particulars Consolidated Standalone

2014-15 2013-14 2014-15 2013-14

Gross Total Income 25,137.7 19,704.0 22,791.3 18,653.3

Less: Expenditure 20,623.1 16,592.1 19,077.9 15,979.8

Profit/ Loss before Taxation 4,514.5 3,111.9 3,713.4 2,673.5

Less: Taxation expenses 1,502.2 1,007.9 1,236.1 878.9

Net Profit/ (Loss) After tax 3,012.3 2,104.0 2,477.3 1,794.6

Directors’ Report

2) Review of Business Your Company has focused on high growth, dispersed

risk, retail financing. The Company has further increased its presence in promising segments including home loan, loan secured against gold, property, commercial vehicles and securities by utilising its extensive branch network to reach out to retail customers across the country. The retail business has provided scale and diversifies the risk across geographies, industries and collaterals.

Overview of FY 2015 on consolidated basis:

• Loanbookgrewby35%to` 146,680 million as of March 31, 2015 as against ` 108,898 million in the previous year;

• Mortgage assets contributed to 48% of loan book,followed by Gold Loan accounting for 26%, CapitalMarkets about 17%, Commercial Vehicle at 6% andMedicalEquipmentLoansat3%;

• GrossandNetNPAs(Nonperformingassets)were1.27%and0.54%respectively;

• Provisioncoverage (including forstandardassets)was87% as at FY15 end. Capital adequacy ratio was well

abovetheregulatoryrequirementof15.0%,comprisingTier I capital ratio of 11.3% and Tier II capital ratio of6.7%;

• Company’s income significantly increased by 28% to `25,138millionandprofitaftertaxincreasedby43%to ` 3,012 million during the year.

3) Fund Raising

During the financial year ended March 31, 2015, Company raised funds from following sources:

1) By issuance of Debentures on Private Placement basis: During the year under review, the Company raised ` 11,353 million by way of Secured Debentures and ` 2,550 million by way of Unsecured Debentures and the same has been disclosed in Notes to Accounts for the financial year ended March 31, 2015.

2) By way of issuance of Preference Shares: The Company, during the year under review, issued following Preference Shares aggregating to ` 3,250 million:

(` in million)

Sr. No

Preference Shares Amount of Preference Shares

1 8%CompulsorilyRedeemableNonConvertibleNonCumulativePreferenceSharesof` 10/- each 750

2 8%CompulsorilyRedeemableNonConvertibleCumulativePreferenceSharesof` 10/- each 1,000

3 9.25%CompulsorilyRedeemableNon-convertibleCumulativePreferenceSharesof` 10/- each 1,500

Total 3,250


3) Funds raised by way of other Borrowings: The Company raised funds by way of term loans, issuance of commercial paper and other sources, details whereof areprovidedinClauseVofAnnexureItothisreport.

4) Securitization of Loan portfolio

During the year, your Company as an originator, has undertaken securitization transactions of total book value of loan assets amounting to ` 4,868 million.

In addition to securitization transactions, during the year under review total book value of loan assets amounting to ` 8,150 million has been downsold by way of direct assignment.

5) Dividend During the year, your Company declared an interim

dividend of `2.50(i.e.@25%)perEquityShareof` 10 each involving a total outlay of ` 694 million (including dividend distribution tax). Your Directors recommend that said interim dividend be considered as final dividend on Equity Shares of the Company.

Your Directors recommend pro rata dividend on Preference Shares issued by the Company during the year, subject to same being approved by the Members of the Company at the ensuing Annual General Meeting. The total outflow on account of dividend and dividend distribution tax on Preference shares, if approved, would be as follows:

Dividend on Preference Shares for financial year 2014-15

Sr. No

Preference Shares Date of Allotment

Amount of Preference

Shares (in millions)

Rate of Dividend

No of Days

Amount of Preference

Dividend (in `)

Dividend Distribution tax

@20.3576% (in `)

1 8%CompulsorilyRedeemable Non Convertible Non Cumulative Preference Shares of ` 10/- each

September 29, 2014

750 8% 184 30,246,575 6,157,477

2 8%Compulsorilyredeemable Non Convertible Cumulative Preference Shares of ` 10/- each

March 18, 2015 1000 8% 14 3,068,493 624,672

3 9.25%CompulsorilyRedeemable Non Convertible Cumulative Preference Shares of ` 10/- each

March 25, 2015 1500 9.25% 7 2,660,959 541,707

Total 3250 35,976,027 7,323,856

6) Subsidiary Company

Your Company holds Equity shares of ` 109 million constituting 100% of the equity share capital of IndiaInfoline Housing Finance Limited (IIHFL) and ` 250 million Compulsorily Convertible Preference Shares. As per Section 2 (6) of Companies Act, 2013 read with rule 2 (1) (r) of the Companies (Specification of Definition Details) Rules, 2014, Total Share Capital means aggregate of Equity Share Capital and Convertible Preference Shares. The compulsorily convertible preference shares are convertible into equity shares at a fair value within a period of 10 years from the date of issuance. Upon calculating fair value on the basis of average CAGR of the Company for the past five financial years, the diluted holding of the Company in IIHFL stands at 99.45%making IIHFL a subsidiary of the Company. Furtherassuming full conversion at fair value as on March 31, 2015, the total diluted holding of the Company in IIHFL would be at 66.29%makingIIHFLasubsidiaryofthe Company.

IIHFL holds Certificate of Registration (not valid for acceptance of public deposits) from the National Housing Bank (“NHB”) dated February 3, 2009 to carry on the business of a housing finance institution. IIHFL offers Housing Loans and Loans against Property.

IIHFL’s products include Mortgage Loans, Retail Mortgage and Corporate Mortgage Loans. These loans are further bifurcated into Housing Loans and Loans against Property (“LAP”). Housing Loans includes finance for purchase of flats, construction of houses, extension and for improvement in the flats/homes and for acquiring plots of land (which are intended to be used for construction of houses), LAP is availed for working capital requirements, business use, acquisition of new property and/or for financing construction projects.




7) Management Discussion and Analysis

Industry structure and developments, Opportunities & Threats, Outlook, Risks & Concerns

The Indian economy showed signs of recovery, with GDP growthrisingto7.3%(source–mospi.nic.in)forthefinancialyear ended March 31, 2015 (FY15). Growth prospects are likely to improve in the current fiscal, driven by the government’s development initiatives and pick-up in business cycle. While agriculture growth remained weak due to poor monsoon, manufacturing and industrial growth saw an improvement in FY15. Agriculture growth could continue to remain sluggish in FY16 owing to uncertainty in monsoon.

Overall, the momentum in government-led infrastructure spending, combined with revival in consumer demand, is likely to provide the necessary impetus for economic growth. We expect weakness in commodity prices, especially in crude oil, can help manage both, the current account deficit (CAD) andthefiscaldeficit.CADislikelytoremainbelow1%ofGDPin FY16, and recent steps to reduce fuel subsidies, through decontrol of diesel prices and direct transfer of LPG subsidies to bank accounts of beneficiaries, can contain fiscal deficit to thetargeted3.9%ofGDP.

Inflation has been on a downward trajectory over the last one year. While there are upside risks from rising crude oil prices, weakening currency and below-normal rains, consumer price inflation is expected to remainbelowRBI’s targetof6%byJanuary 2016.

NBFCs play a crucial role in the development of Indian economy by meeting the financing needs of customers who otherwise do not have access to formal sources of finance. The sector witnessed phenomenal growth in the last 10 years atacompoundedannualgrowthrateofover20%betweenMarch 2006 and March 2014 (source: Reserve Bank of India.)

International Monetary Fund (“IMF”) has projected an economic growth rate of 7.5% (new series) for India in2015-16. Favourable business environment will boost NBFC portfolio. The housing stock shortage is pegged at around 19 million units in urban India. Increase in demand for housing units driven by nuclearisation of families will drive up the needforhomefinance.Itisestimatedthatcurrently40%ofthe MSME credit demand is met through informal sources. The growing demand from MSMEs, which are currently accessing finance from informal sources or are self-financed, is a huge opportunity for NBFCs to tap into.

Increasing development in Tier-II and Tier-III cities will lead to an increase in demand for credit, one of the key growth drivers for growth of NBFCs.

Union Budget 2015 allowed NBFC registered with RBI and those with ` 5,000 million size or more to use The Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest (Sarfaesi) Act 2002. This move would place NBFCs on par with other institutions like banks and other financial institutions.

NBFCs are today passing through a very crucial phase where RBI has issued a revised regulatory framework with the objective to harmonize it with banks and Financial Institutions and address regulatory gaps and arbitrage. While the regulations, specially, asset classification norms have been made more stringent so as to be at par with banks, what is now required is to equip NBFCs with income tax benefits on provisions made against NPAs. This shall then bring the desired parity with banks and other financial institutions. Fund raising has increasingly become difficult and challenging, specially, for the large number of small and medium sized NBFCs.

NBFCs move towards a new and tighter set of regulations in regards to NPA recognition and capital adequacy ratio (CAR) norms. Beginning FY16 NBFC will move from 180 days to 90 days NPA recognition norm gradually over the next three years, with 150 days by end FY16, 120 days by end FY17 and 90 days by end FY18. Minimum Tier-I CAR requirement will move from7.5%currently to8.5%byendFY16and10.0%by end FY17. Asset financing NBFCs, with minimum assets of ` 5,000 million, will be covered under The Securitization and Reconstruction of Financial assets and Enforcement of Security Interest Act (SARFAESI), which will significantly improve their ability to force a collateral to recover dues from defaulting borrowers. Continued reduction in interest rates should lower the borrowing costs for NBFCs.

8) Transfer to Reserves and Statutory Reserve Fund

During the year, your Company transferred ` 313 million to Debenture Redemption Reserve. Besides this, in accordance with Section 45IC of Reserve Bank of India Act, 1934, the Company has transferred ` 508 million to Special Reserve

9) Changes in Share Capital

During the year, your Company increased its Authorized ShareCapitalbyamendingClauseVoftheMemorandumofAssociation of the Company from ` 3,200 million to ` 8,950 million, details whereof are as follows:


10) Deposits

During the period, your Company did not accept/ renew any deposit within the meaning of Section 73 of Companies Act, 2013 read with rules applicable thereto. Further, the Company does not intend to raise any public deposits in terms of its declaration to the Reserve Bank of India.

11) Internal Control

Your Company has an internal control system, commensurate with the size, scale and complexity of its operation. Internal Audit team monitors and evaluates the efficacy and adequacy of systems, processes and documentation in the Company, its compliance with operating systems and accounting procedures. Based on the report of Internal Auditor, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and implementations thereon are presented to the Audit Committee of the Board.

12) Internal Financial Control

During the course of FY 2014-15, the Management appointed M/s KPMG as an external consultant to document and evaluate the effectiveness of the internal financial controls of the Company, broadly in accordance with Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organisations of the Treadway Commission (“COSO-2013”). Testing was conducted on a sample basis and KPMG did not note any material deviations in the existing internal control framework and noted that adequate internal financial controls exist and are operating effectively. KPMG suggested that suitable remedial measures be taken in order to further align with requirements of Internal Financial Control as per COSO 2013 as well as requirements of the Companies Act, 2013. Your Company has initiated implementation of suggestions. The management is in process to place a more detailed testing plan for FY 2015-16. Based on the tests, Company has in place adequate internal financial control in relation to its financial statements.

Date of Passing Shareholders Resolution Authorized Share Capital (` In Millions) Manner of increase

From To

September 23, 2014 (EGM) 3,200 3,950 Increase in Authorized share capital by creation of 75,000,000 Preference Shares of ` 10 each.

March 17, 2015 3,950 8,950 Increase in Authorized share capital by creation of 575,000,000 Preference Shares of ` 10 each.

Further, during the period under review the paid up share capital of the Company increased from ` 2,371.54 million divided into 237,154,030 Equity Shares of ` 10/- each to ` 5,621.54 million, divided into 237,154,030 equity shares of ` 10/ - each and 325,000,000 Preference Shares of ` 10/- each. The details of Preference Shares issued on private placement basis during the year under review is as below:

Sr. No Date of Allotment Name and No of Preference Shares Quantum (` in million)

1 September 29, 2014 8%CompulsorilyRedeemableNonConvertibleNonCumulative Preference Shares of ` 10/- each

750

2 March 18, 2015 8%CompulsorilyRedeemableNonConvertibleCumulativePreference Shares of ` 10/- each

1,000

3 March 25, 2015 9.25%CompulsorilyRedeemableNon-convertibleCumulative Preference Shares of ` 10/- each

1,500

13) Vigil Mechanism Your Company has established a Vigil Mechanism for its

Directors and employees to report their genuine concerns or grievances. The said mechanism provides for adequate safeguard against victimisation of person who uses such mechanism. The policy on vigil mechanism has been uploaded on the website of the Company.

14) Credit Rating The Company had its Secured Non Convertible Debentures

rated CARE AA/ICRA AA/ Brickwork AA. Equity Linked Non Convertible Debentures are rated PP MLD (ICRA) AA and Unsecured Non Convertible Debentures are rated CRISIL AA- / ICRA AA. Term loan facilities have been rated CRISIL AA- / ICRA AA. Further Commercial paper of the company has the highest rating of ICRA A1+.

15) Extract of Annual Return The details forming part of the extract of the Annual Return

of theCompany in formMGT–9 is annexedherewithandmarked as Annexure - I.

16) Material changes and commitments affecting the financial position of the Company

There have been no material changes and commitments affecting the financial position of the Company, which have occurred during the financial year to which the financial statements relate and as at the date of this report.

17) Corporate Governance The Company has fully complied with the Corporate

Governance Guidelines for NBFCs issued by Reserve Bank of India vide circular No. DNBS (PD) CC No.342 / 03.10.001 / 2013-14 dated July 01, 2013. In accordance with the said Corporate Governance Guidelines, the Company has put in place the various committees and ensures best corporate practices to increase the investors and other stakeholders confidence. Your Company has complied with all the norms prescribed by the Reserve Bank of India (RBI) including the Fair Practices Code, Anti Money Laundering and Know Your Customer (KYC) guidelines besides other guidelines.




18) Information on various committees

1) Audit Committee

The Audit Committee of the Company was re-constituted on January 29, 2015 . The said committee presently comprises Mr. Nilesh Vikamsey, Mr. Sunil Kaul and Mr.V K Chopra asmembers andMr. NileshVikamsey acts as Chairman of the Committee. The Company Secretary of the Company is Secretary of the Committee. The details of all related party transactions are periodically placed before the Committee. During the year, there were no instances where the Board did not accept the recommendation of the Audit Committee.

Terms of reference of Audit Committee are as follows:

a) to oversee the Company’s financial reporting process and disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;

b) the recommendation for appointment, remuneration and terms of appointment of auditors of the Company;

c) review and monitor the auditor’s independence and performance, and effectiveness of audit process;

d) approval or any subsequent modification of transactions of the Company with related parties;

e) scrutiny of inter-corporate loans and investments;

f ) valuation of undertakings or assets of the Company, wherever it is necessary;

g) evaluation of internal financial controls;

h) monitoring the end use of funds raised through public offers and related matters;

i) approval of payment to statutory auditors for any other services rendered by the statutory auditors;

j) examination and reviewing, with the management, quarterly, half yearly and annual financial statements and auditor’s report, if any, thereon before submission to the board for approval, with particular reference to:

i. matters required to be included in the Director’s Responsibility Statement to be included in the Board’s report in terms of clause (c) of sub-section 3 of section 134 of the Companies Act, 2013;

ii. changes, if any, in accounting policies and practices and reasons for the same;

iii. major accounting entries involving estimates based on the exercise of judgment by management;

iv. significant adjustments made in the financial statements arising out of audit finding;

v. compliance with listing and other legal requirements relating to financial statements;

vi. disclosure of any related party transactions;

vii. qualifications in the draft audit report.

k) reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board;

l) to look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;

m) to oversee the functioning of the vigil mechanism;

n) to carry out such other business as may be required by applicable law or considered appropriate in view of the general terms of reference and the purpose of the Audit Committee;

The Audit Committee has also been delegated the responsibility of monitoring and reviewing risk management and governance structure, implementing and monitoring the risk management framework and identifying, reviewing and mitigating all elements of risks which the Company may be exposed to.

During the year, the Audit Committee met four times.

2) Corporate Social Responsibility Committee

Corporate Social Responsibility Committee presently comprisesMr. NileshVikamsey, IndependentDirector,Mr. Nirmal Jain, Whole Time Director and Mr. R Venkataraman,Non–ExecutiveDirectorasmembersandMr.NileshVikamseyactsasChairmanoftheCommittee.The Company’s Board adopted the Corporate Social Responsibility (CSR) Policy and same is available at the website of the Company at www.iiflfinance.com. Further the details as required under Clause (o) of Sub-section (3) of Section 134 of the Companies Act, 2013 read with Rule 9 of the Companies (Corporate Social Responsibility) Rules, 2014 is provided in Annexure III to this report. The Committee met on April 1, 2014 to approve expenditure for CSR activities.

Terms of reference of CSR Committee is as follows:

i. maintain the Company’s CSR policy framework in line with best practices and the appropriate standards and guidelines;

ii. receive reports and review activities from executive and specialist groups managing CSR matters across the Company’s operations;

iii. consider and propose an Annual Budget for CSR activities to the Board;

During the financial year 2014-15, the Company could spend ` 13.7 million constituting 31% ofthe total amount of ` 44.4 million required to be spent in terms of section 135 of the Companies Act 2013 towards Corporate Social Responsibility. The amount deployed has been based on the finalised programs/ projects duly identified after thorough evaluation by the Committee. Many other programs/ projects are under evaluation and the


contributions for the same would be made after the finalisation of programs/ projects during the year 2015-16.

During the year, the Company focused on establishing the system and process to identify and select the CSR projects. In the years to come, the Company envisages to enhance the scope of its CSR projects.

3) Nomination and Remuneration Committee

The Nomination and Remuneration Committee presentlycomprisesMr.NileshVikamsey-IndependentDirector, Mr. V.K. Chopra - Independent Directorand Mr. R Venkataraman - Non Executive Director. Mr. Nilesh Vikamsey acts as a Chairman of the committee. Company Secretary of the Company acts as a Secretary of this Committee.

The Remuneration Policy of the Company is available at the website of the Company at www.iiflfinance.com and the information as required in terms of sub-section 12 of Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attachedherewithasAnnexureIVandformspartofthisReport. The Committee met on January 29, 2015. The detailed terms of reference of the said Committee are as follows:

a) identify persons who are qualified to become directors and who may be appointed in senior management and recommend to the Board their appointment and removal;

b) carry out evaluation of every director’s performance;

c) formulate the criteria for determining qualifications, positive attributes and independence of a director;

d) to devise policy on remuneration including any compensation related payments of the directors, key managerial personnel and other employees and recommend the same to the Board of the Company;

e) to carry out such other business as may be required by applicable law or considered appropriate in view of the general terms of reference and the purpose of the Nomination and Remuneration Committee.

4) Stakeholders Relationship Committee

Board constituted Stakeholders Relationship Committee with effect from May 13, 2014. The said committee was re-constituted on January 29, 2015. The members of the Committee are Mr. R. Venkataraman - Chairman, Mr. Sunil Kaul and Mr. Nirmal Jain. Terms of reference of the said Committee are as follows:

a) consider and resolve the grievances of security holders of the company and to take up such other matters as per the directions of the Board of Directors of the Company and/ or as required under Laws as may be applicable to the Company or as may be voluntarily identified by the Committee for reference purposes;

b) authorize any individual to sign in response to stakeholder grievances and do such act, things or deeds as may be required in order to resolve grievances;

All the Directors and Key Managerial Personnel (KMP) and senior management of the Company have confirmed compliance to Code of Conduct applicable to Directors and employees of the Company and the declaration in this regards made by Executive Director is attached herewith as Annexure II which forms a part of this Report of Directors. The Code of Conduct is available on the Company’s website www.iiflfinance.com. All Directors have confirmed compliance with the provisions of Section 164 of the Companies Act, 2013.

19) Risk Management

Risk Management Committee of the company consists of Mr. Nirmal Jain, Mr. Nilesh Vikamsey, Mr. V.K. Chopra, Mr. Sunil Kaul and Ms. Rajashree Nambiar as members of the Committee. The objective of the Committee is to oversee the risk management governance structure, define and review the framework for identification, assessment, monitoring, mitigation and reporting of risks.

In the financing business, Company has a multi-level Credit and Investment Committee consisting of directors of the Board / Head of Department to consider medium to large credit proposals, while smaller proposals are decided at appropriate level as per the approval matrix. Proposal formats for each type of loan have been standardized and contain comprehensive information on the proposal.

The Risk Management Committee and Asset Liability Management Committee (ALCO), consisting of directors and senior officials regularly meet and review the policies, systems, controls and positions of the financing business. The Risk Management Committee reviews the risk management processes, covering credit and underwriting controls, operations, technology and compliance risks. The ALCO committee reviews the strategic management of interest rate and liquidity risk, review of product pricing for various loans and advances, desired maturity profile and mix of the incremental assets and liabilities. It also reviews the funding policies of the Company in the light of interest rate movements and desired fund mixes, particularly fixed / floating rate funds, wholesale / retail funds, money market funding etc. In order to ensure frequent reviews and actions, an internal ALCO operating committee has also been put in place, consisting of business, finance and treasury heads, which meets on a monthly basis and analyses and initiates appropriate actions keeping in view the emerging conditions. The supervisory ALCO of the Board ensures that the business and risk management strategy operates within the limits/parameters set by the Board and reviews the functioning of the internal ALCO. It also reviews implementation of ALCO decisions.

Your Company’s management monitors and reports principal risks and uncertainties that can impact its ability to achieve its strategic objectives. The company’s management systems, organizational structures, processes, standards and code of conduct together form the risk management governance system of the company.




Your Company’s management confirms that no significant and material orders have been passed by the regulators or courts or tribunals impacting the going concern status and company’s operation in future in accordance with Rule 8 (5) (vii) of Companies (Accounts) Rules, 2014.

20) Human Resources

At IIFL, the Human Resource Development is considered vital for effective implementation of its business plan. The Company makes continuous endeavours for imparting training to employees through in-house training and specified external training programmes such as training for gold loan valuers and training in compliance and customer services.

21) Regulatory Compliance

The Company has complied with all the applicable guidelines prescribed by RBI for NBFCs regarding accounting standards, prudential norms including income recognition, capital adequacy, guidelines of corporate governance etc.

22) Capital Adequacy

Your Company had Capital to Risk Assets Ratio (CRAR) of 18.02% as on March 31, 2015, which was wellabove the minimum CRAR of 15% prescribed by the Reserve Bank of India.

23) Annual Evaluation of the Board

Pursuant to the provisions of the Act, the Board has carried out an annual evaluation of its own performance and the individual Directors (including the Chairman). The performance evaluation was carried out by seeking inputs from all the Directors. The criteria for evaluating the performance of the Board as a whole covered various aspects of the Board’s functioning such as fulfillment of key responsibilities, structure of the Board and its composition, establishment and delineation of responsibilities of the Board Committees, effectiveness of Board processes, information and functioning, Board culture and dynamics, etc. The criteria for evaluation of individual Directors covered parameters such as attendance and contribution at meetings, guidance to Management, etc.

The feedback of the Independent Directors on their review of the performance of Non-Independent Directors and the Board as a whole, the performance of the Chairman of the Company and assessment of the quality, quantity and timeliness of flow of information between the Company, Management and the Board, was taken into consideration by the Board in carrying out the performance evaluation.

24) Directors and Key Managerial Personnel

During the year under review, Mr. M N Singh, Independent Director and Mr. Mukesh Kumar Singh, Director on the Board of the Company, resigned from the office of Director with effect from March 3, 2015 and March 25, 2015, respectively. Ms. Rajashree Nambiar who had been appointed as Chief Executive Officer with effect from July 30, 2014 was appointed as an additional director on the Board of the Company w.e.f. January 29, 2015, and she being eligible for re-appointment, offers herself for re-appointment. Your directors recommend her appointment as a Director on the Board of your Company. Board appointed Ms. Rajashree Nambiar as an Executive Director for a period of 3 years with effect from January 29,

2015 subject to approval of Members at the ensuing Annual General Meeting of the Company. In terms of provisions of Section 149 (1) of the Companies Act, 2013, a Company shall have at least one woman director on the Board of the Company. With appointment of Ms. Rajashree Nambiar, your Company has complied with provisions of Section 149 (1) of the Companies Act, 2013.

The Company has received Notice as per the provisions of Section 160 of the Companies Act, 2013, from a Member proposing appointment of Ms. Nambiar as Director of the Company.

In terms of Section 152 of the Companies Act, 2013 and the ArticlesofAssociationoftheCompany,Mr.R.Venkataraman,Non-Executive Director, is liable to retire by rotation at the ensuing Annual General Meeting of the Company and is eligible for re-appointment.

Mr. Amit Mehendale had been associated with the Company as Chief Financial Officer even before the notification of Companies Act, 2013. In accordance with provision of Section 203 of the Companies Act, 2013, Mr. Amit Mehendale has been re-designated as Chief Financial Officer of the Company (Key Managerial Personnel), to hold office as such, during the year under review. Further, Mr. Jitendra Maheshwari was appointed as Company Secretary of the Company with effect from January 29, 2015.

Brief profile of Ms. Rajashree Nambiar

Ms. Nambiar holds a Masters Degree in Management from Jamnalal Bajaj Institute of Management Studies and a Bachelor of Science in Physics (Honours). She is an experienced banker with 23 years of rich work experience with ANZ and the Standard Chartered Group. She has held several leadership positions within the SCB group; last position held was, General Manager, Retail Banking Products, Brand & Marketing, India & South Asia.

25) Auditors

M/s. Sharp and Tannan Associates, Chartered Accountants have been the statutory auditors of the Company since 2007-08. They are eligible for re-appointment pursuant to proviso 3 of Section 139(2) of the Companies Act, 2013 and have given their necessary consent and certificate pursuant to the provisions of the Sections 139(1) and 141 of the Companies Act, 2013 and rules framed under Companies (Audit and Auditors) Rules, 2014 for their reappointment as the statutory auditors for the term permissible under the Companies Act, 2013 .

Accordingly, Board of Directors of the Company recommend the appointment of M/s. Sharp and Tannan Associates, Chartered Accountants (ICAI Registration no. 109983W), as the Statutory Auditors of the Company from the conclusion of forthcoming Annual General Meeting (“AGM”) till the conclusion of the next AGM subject to approval of the Shareholders in the forthcoming AGM.

26) Secretarial Audit

Secretarial Audit was conducted during the year by M/s Vinod Kothari & Company, Practicing Company Secretaries (ICSI Registration no. 1319), in accordance with the provisions of section 204 of the Companies Act, 2013. The Secretarial


AuditReport is attachedasAnnexureVII and formspartofthis Report of Directors. The report does not contain any qualifications or reservation or adverse remarks and is self explanatory.

27) Number of Meetings of the Board

Board meeting was conducted after giving proper notice and circulating agenda. The Board meets at least once a quarter and the time gap between two Board Meetings is not more than four calendar months. The Board of the Company met 6 times during the financial year under review on May 13, 2014, July 30, 2014, September 9, 2014, October 21, 2014, December 18, 2014 and January 29, 2015. The details of attendance of directors at Board Meetings is as given below:

Name of Director Board Meetings

Held Attended

Mr. Nirmal Bhanwarlal Jain 6 6

Mr.VenkataramanRajamani 6 6

Mr.NileshShivjiVikamsey 6 5

Mr.VijayKumarChopra 6 6

Mr. Sunil Kaul 6 5

Ms. Rajashree Nambiar (Appointed in Board Meeting dated January 29, 2015)

6 1*

Mr. M. N. Singh (Resigned on March 3, 2015)

6 5

Mr. Mukesh Kumar Singh (Resigned on March 25, 2015)

6 4

*Ms. Rajashree Nambiar attended Board Meetings held on July 30, 2014, September 9, 2014, October 21, 2014, and December 18, 2014 in her capacity as Chief Executive Officer of the Company.

28) Directors’ Responsibility Statement

Board acknowledges its responsibility for ensuring compliance with the provisions of Section 134 (3) (c) read with Section 134(5) of the Companies Act, 2013 in the preparation of the annual accounts for the year ended as on March 31, 2015 and state that:

a. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b. the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

c. the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 for safeguarding the assets 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;

e. the Directors had laid down internal financial controls

to be followed by the company and that such internal financial controls are adequate and were operating effectively;

f. the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

29) Statement of declaration by Independent Directors

In terms of provisions of sub-section (6) of Section 149 of the Companies Act, 2013, the Company has received declaration by Independent Directors stating and confirming that they are not disqualified to act as Independent Directors on the Board of the Company and further the Board is also of the opinion that the Independent Directors fulfill all the conditions specified in the Companies Act, 2013 making them eligible to act as such.

30) Auditors Report

Audit Report as issued by M/s Sharp and Tannan Associates, Statutory Auditors of the Company forming part of financial statements of the Company does not contain any qualifications or reservation or adverse remarks and is self explanatory.

31) Particulars of loans, guarantees or investments

Particulars of loans given, investments made, guarantees given and securities provided are disclosed by way of note no 11, 13 and 15 of notes to accounts of the financial statements for the year ended March 31, 2015.

32) Particulars of contracts or arrangements with related parties

All related party transactions that were entered during the financial year were in ordinary course of the business of the Company and were at arm’s length. No contract/ arrangement have been entered by the Company with its Promoters, Directors, Key Managerial Personnel or other persons which may have a potential conflict with the interest of the Company. Since all related party transactions entered into by the Company were in the ordinary course of business and were on an arm’s length basis, form AOC-2 is not applicable to the Company. The transactions with related party are disclosed by way of notes to accounts vide note number 38 in the standalone financial results of the Company for the year ended March 31, 2015.

33) Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo

The Company does not own any manufacturing facility, the other particulars relating to conservation of energy and technology absorption stipulated in the Companies (Accounts) Rules, 2014 are not applicable. During the year, the Company has not received or paid any foreign exchange.

34) Employee Remuneration

The information required pursuant to Section 197 of Companies Act, 2013 read with Rule 5 (1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in AnnexureV to this report whileinformation required pursuant to Rule 5(2) of said rules is provided inAnnexureVI to this report. In termsof Section136 of the Companies Act, 2013, the Report and Accounts are being sent to members and others entitled thereto.




35) Disclosures under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act 2013

The Company is committed to provide a work environment that ensures every woman employee is treated with dignity and respect and afforded equitable treatment. The Company is also committed to promote a work environment that is conducive to the professional growth of its women employees and encourages equality of opportunity. The Company does not tolerate any form of sexual harassment and is committed to take all necessary steps to ensure that its women employees are not subjected to any form of harassment. The following are the details of workplace sexual harassment complaints in India, reported as per Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act 2013 and Ministry of Women and Child Development Notification dated December 19, 2013:

Workplace Sexual Harassment complaints received

FY 2014-15

Number of complaints received 06

Number of complains disposed off 06

Manner in which the complaints were disposed off

Complaints had been received towards misbehaviour, personal harassment from women employee. Central committee conducted fair investigation and the complaints were duly disposed off.

36) Downstream Investments

During the year, the Company has not made any downstream investments in terms of Circular 1/2014 of Foreign Direct Investment Policy.

37) Annexure forming part of this Report of Directors

The Annexure referred to in this Report and other information which are required to be disclosed are annexed herewith and form a part of this Report of the Directors:

a. Extracts of Annual Return in Form MGT-9- Annexure I

b. Declaration from Whole Time Director for compliance with regards to Code of Conduct- Annexure II

c. Corporate Social Responsibility Policy- Annexure III

d. NominationandRemunerationPolicy-AnnexureIV

e. Ratio of remuneration to median employees remuneration as per Section 197 (12) of Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014-AnnexureV.

f. Details in terms of Section 197 (12) of the Companies Act, 2013 read with Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules,2014-AnnexureVI

g. SecretarialAuditReport-AnnexureVII

38) Acknowledgements

Your Directors record their sincere appreciation of the dedication and commitment of its employees in achieving and sustaining excellence in all areas of its operations. Your Directors thank the shareholders, customers, vendors, bankers and other stakeholders for their continued support to the Company.

For India Infoline Finance Limited

V K Chopra

Chairman and Independent DirectorDIN No: 02103940

Place: Mumbai Date: May 7, 2015


Annexure I

Extract of Annual Return as provided under section 92 (3) of Companies Act, 2013:

The Extract of Annual Return as specified in form MGT-9 under Section 92 (3) of Companies Act, 2013 read with Rule 12 (1) of the Companies (Management and Administration) Rules, 2014 are as below:

I. Registration and Other Details:

1 CIN U67120MH2004PLC147365

2 Registration Date 07/07/2004

3 Name of the Company India Infoline Finance Limited

4 Category/ Sub Category of the Company Category- Company Limited by Shares and sub category- Indian Non-Government Company.

5 Address of the Registered office of the Company 12A-10, 13th floor, Parinee Crescenzo, G Block, C-38&39, Bandra Kurla Complex, Bandra - East, Mumbai- 400051

6 Whether Listed / Unlisted Listed Company (Debt)

7 Name, Address and contact details of Registrar and Transfer Agent

Link Intime India Private Limited C-13, Pannalal Silk Mills Compound, LBS Marg, Bhandup (W), Mumbai - 400 078 Tel: +91 22 2596 3838 Fax: +91 22 2594 6969 E-mail : [email protected] Website: www.linkintime.co.in

II. Principal Business Activities of the Company

Allthebusinessactivitiescontributing10%ormoreofthetotalturnoveroftheCompanyareasbelow:-

Sr. no Name and Description of main products/ services

NIC code of the product/ Service % to total turnover of the Company

1 Financing Activities 65923 100%

III. Particulars of Holding, Subsidiary and Associate Companies:

Sr. No

Name and Address of the Company

CIN/ GIN Holding/ Subsidiary/ Associate Company

% of Shares held Applicable Section

1 India Infoline Housing Finance Limited (IIHFL)

U65993MH20 06PLC166475

Subsidiary** 99.45%(EquityShareCapital+ Compulsorily Convertible Preference Shares (on fully Diluted basis)

Section 2 (6) of Companies Act, 2013

** Notes:

1. Compulsorily Convertible Preference Shares are convertible into Equity Shares at fair value within a period of 10 years from the date of issuance thereof. Assuming full conversion at the end of 10 years from the date of issuance and calculating fair value (book value) on the basis of average CAGR of the Company for the past five financial years, the diluted holding of the Company inIIHFLstandat99.45%makingtheIIHFLasubsidiaryoftheCompany.

2. Further, assuming full conversion at fair value (book value) as at March 31, 2015 (` 176 per share), the total diluted holding of the CompanyinIndiaInfolineHousingFinanceLimitedwouldstandat66.29%,makingIIHFLasubsidiaryoftheCompany.

3. As per Section 2 (6) of Companies Act, read with rule 2(1)(r) of the Companies (Specification of Definition Details) Rules, 2014, Total Share Capital means aggregate of Equity Share Capital + Convertible Preference Shares.




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237,

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ii. Shareholding of Promoters:

Sr. No.

Shareholders name

Shareholding at the beginning of the year

Shareholding at the end of the year % Change in shareholding during the year

No. of Shares

% of Total Shares of the

Company

% of Shares Pledged/

encumbered to total shares

No. of Shares

% of Total Shares of the

Company

% of Shares Pledged/

encumbered to total shares

1 IIFL Holdings Limited

234467549 98.87 - 234467549 98.87 - -

iii. Change in Promoters’ Shareholding : There has been no change in promoters’ shareholding during the year under review.

iv. Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs): Company being wholly owned subsidiary of IIFL Holdings Limited. This clause is not applicable.

v. Shareholding of Directors and Key Managerial Personnel:

Sr. No

Name of Director/ KMP Shareholding at the beginning of the year

Cumulative Shareholding during the year

No. of Shares

% of total shares of the Company

No. of Shares

% of total shares of the Company

1 Mr.NileshShivjiVikamsey-Director - - - -

2 Mr.VijayKumarChopra-Director - - - -

3 Mr. Nirmal Bhanwarlal Jain - Director - - - -

4 Mr.VenkataramanRajamani-Director - - - -

5 Mr. Sunil Kaul - Director - - - -

6 Ms. Rajashree Nambiar - Executive Director and Chief Executive Officer

- - - -

7 Mr. Jitendra Maheshwari - Company Secretary (Appointed in January, 2015)

- - - -

8 Mr. Amit Mehendale - Chief Financial Officer - - - -

9 Mr. Manish Mishra - Company Secretary (Resigned in September, 2014)

- - - -

V. INDEBTEDNESS: Indebtedness of the Company including interest outstanding/accrued but not due for payment:

(` in million)

Secured Loans excluding

deposits

Unsecured Loans Deposits Total Indebtedness

Indebtedness at the beginning of the financial year

i. Principal Amount 62,037.30 30,130.91 Nil 92,168.22

ii. Interest Due but not paid Nil Nil Nil Nil

iii. Interest Accrued but not due 1,274.18 729.98 Nil 2,004.16

Total (i+ii+iii) 63,311.48 30,860.90 Nil 94,172.38

Change in Indebtedness during the financial year

Change in Indebtedness during the financial year

- Addition 41,003.00 257,300.00 298,303.00

- Deduction 17,306.14 252,660.00 269,966.14


Secured Loans excluding

deposits

Unsecured Loans Deposits Total Indebtedness

Net Change

Indebtedness at the end of the financial year

i. Principal Amount 85,734.16 34,770.91 Nil 120,505.07

ii. Interest Due but not paid Nil Nil Nil Nil

iii. Interest Accrued but not due 1,643.58 681.06 Nil 2,324.64

Total (i+ii+iii) 87,377.74 35,451.97 Nil 122,829.71

VI. Remuneration of Directors and Key Managerial Personnel

A. Remuneration to Managing Director, Whole Time Director and/ or Manager: (Amount In `)

Sr. No

Particulars of Remuneration Name of MD/ WTD/ Manager Total Amount

Nirmal Jain Mukesh Kumar Singh

Rajashree Nambiar##

1 Gross Salary Salary as per provisions contained in Section 17 (1) of Income Tax Act, 1961

27,857,042 8,785,524 10,146,907 46,789,473

ValueofPerquisitesu/s17(2)ofIncomeTaxAct,1961

Nil Nil Nil Nil

Profit in lieu of salary under Section 17 (3) of Income Tax Act, 1961

Nil Nil Nil Nil

2 Stock Option Nil Nil Nil Nil

3 Sweat Equity Nil Nil Nil Nil

4 Commission-as%ofProfit

Nil Nil Nil Nil

- Others, specify

5 Others, please specify Nil Nil Nil Nil

Total (A) 27,857,042 8,785,524 10,146,907 46,789,473

Ceiling as per the Act. `371,335,354being10%ofnetprofitcomputedasperprovisionofsection 198 of Companies Act, 2013.

##Ms. Rajashree Nambiar was appointed as Chief Executive Officer in the Month of July, 2014 and was designated as Executive Director with effect from January 2015. Entire remuneration drawn by her during the year under review has been disclosed under the heading Remuneration to Managing Director/ Whole Time Directors and Manager.

B. Remuneration to other Directors: (Amount In `)

Sr. No

Particulars of Remuneration Name of Directors Total Amount

1 Independent Directors Nilesh Vikamsey

V. K. Chopra M. N. Singh

Fees for attending Board/ Committee Meeting

520,000 540,000 180,000 12,40,000

Commission Nil 10,00,000 10,00,000 20,00,000Others, pls specifyTotal (1) 520,000 1,540,000 1,180,000 3,240,000




Sr. No

Particulars of Remuneration Name of Directors Total Amount

2 Other Non- Executive Director Sunil Kaul R. VenkataramanFees for attending Board Committee Meeting

Nil Nil Nil

Commission Nil Nil 1 NIlOthers, please specifyTotal (2) Nil Nil NilTotal B (1+2) 520,000 1,540,000 1,180,000 3,240,000Total Managerial RemunerationOverall ceiling as per the Act. 1) `37,133,535being1%ofnetprofitcomputedasperprovisionofsection

198 of Companies Act, 2013 w.r.t commission paid to non-executive directors.

2) Overall ceiling is ` 408,468,889 i.e. 11% of net profit computed as perprovision of section 198 of Companies Act, 2013

C. Remuneration to Key Managerial Personnel Other than MD/Manager/WTD:

(Amount In `)

Sr. No

Particulars of Remuneration

Key Managerial PersonnelMs. Rajashree

Nambiar – CEO##

Mr. Jitendra Maheshwari

– Company Secretary#

Mr. Amit Mehendale –

CFO^^

Mr. Manish Mishra –

Company Secretary^^^

Total

1 Gross Salary(a) Salary as per provisions

contained in Section 17 (1) of Income Tax Act, 1961

- 463,053 6,187,075 584,262 7,234,390

(b)ValueofPerquisitesu/s17 (2) of Income Tax Act, 1961

- - - - -

(c) Profits in lieu of salary under section 17 (3) of Income Tax Act, 1961

- - - - -

2 Stock Option - - - - -3 Sweat Equity - - - - -4 Commission

- as a profit - - - - -Bonus - - 1,800,000 - 1,800,000

5 Total - 463,053 7,987,075 584,262 9,034,390

## Ms. Rajashree Nambiar was appointed as Chief Executive Officer in the Month of July, 2014 and was designated as Executive Director with effect from January 2015. Entire remuneration drawn by her during the year under review has been disclosed under the heading Remuneration to Managing Director/ Whole Time Directors and Manager.

^^ Mr. Amit Mehendale was employed in the Company prior to notification of Companies Act, 2013. However as per provision of Section 203 of Companies Act, 2013 he was designated as Key Managerial Personnel with effect from January 29, 2015. Remuneration disclosed above is for remuneration paid for full year 2014-15. Mr. Amit was granted options of ̀ 26,773,050 from the IIFL Holdings Limited.

# Mr. Jitendra Maheshwari was appointed as Company Secretary with effect from January 29, 2015. Remuneration disclosed above is therefore the remuneration paid for the month of February, 2015 and March, 2015.

^^^ Mr. Manish Mishra, Company Secretary and Compliance officer resigned in September, 2014 and accordingly his remuneration up to date of his resignation is disclosed above.


Annexure IICompliance with the Code of Conduct

Executive Director and CEO Certification

I confirm that all Directors, Key Managerial Personnel and members of the senior management have affirmed compliance with Code of Conduct of India Infoline Finance Limited.


Rajashree NambiarExecutive Director and CEO

Place: Mumbai Date: May 7, 2015




Annexure IIICorporate Social Responsibility (CSR)

[Pursuant to clause (o) of sub-section (3) of section 134 of the Act and Rule 9 of the Companies (Corporate Social Responsibility) Rules, 2014]

1. A brief outline of the Company’s CSR policy, including overview of projects or programs proposed to be undertaken and a reference to the web-link to the CSR policy and projects or programs

Company aims to undertake initiatives that create sustainable growth and empowers under privileged sections of society. The areas of focus of CSR for the Company are as follows:

a. Education

b. Health

c. Economic Empowerment of women

d. Sustainable livelihood

The IIFL Group has established India Infoline Foundation (referred as ‘IIFL Foundation’) to manage CSR projects on behalf of the group companies.

The CSR Policy adopted by the Company can be accessed at www.iiflfinance.com

2. Composition of CSR Committee

IIFL has constituted a CSR Committee of the Board that fulfills all the requirements as listed out under Section 135 of the Companies Act 2013 (hereafter referred to as Section 135). The Committee comprises the following members:

• Mr.NirmalJain,WholeTimeDirector

• Mr.RVenkataraman,NonExecutiveDirector

• Mr.NileshVikamsey,IndependentDirector

3. Prescribed CSR spend of the Company

a) Average net profit of the company for last three financial years Average Net Profit as per Section 135 of the Companies Act 2013 was calculated to be ` 2,217,876,130.

b) Prescribed CSR expenditure The recommended CSR expenditure for India Infoline Finance Limited as per Section 135 for FY 2014-15 was ` 44,357,523.

c) Amount unspentDuring FY 2014-15, India Infoline Finance Limited was unable to spend ` 30,657,523 of the CSR expenditure prescribed by Section 135.

4. Details of CSR spent during the financial year

During FY 2014-15, India Infoline Finance Limited spent a total of ` 13,700,000 on CSR projects, as follows:(Amount in `)

Sr. No

Projects/ Activities

Sector LocationsLocation{(District) State}

Amount Outlay

(Budget) Projects or

Programs wise

Amount Spent on the Projects

or program

Cumulative Expenditure

up to Reporting

Period

Amount Spent : Direct or through Implementing Agency

1 Supporting the establishment of a learning centre for higher education

Promotion of Education

Local Gurgaon; Haryana

5,000,000 5,000,000 5,000,000 5,000,000 Through International Foundation for Research

2 Supporting cancer awareness drive & check-up initiatives

Promoting Preventive Healthcare

LocalBangalore; Karnataka

600,000 600,000 600,000 600,000 Through HCG Foundation


Sr. No

Projects/ Activities

Sector LocationsLocation{(District) State}

Amount Outlay

(Budget) Projects or

Programs wise

Amount Spent on the Projects

or program

Cumulative Expenditure

up to Reporting

Period

Amount Spent : Direct or through Implementing Agency

3 Capacity building of women for livelihood projects, formation of Self Help Groups (SHGs), their training, supporting in setting up of enterprises

Upliftment/ Empowerment of Women

OtherPalghar; Maharashtra

1,500,000 1,500,000 1,500,000 1,500,000Through Bosco Samajik Sanstha

4 Pre livelihood awareness and career counseling program to educate school children about possible avenues after school. This was done to arrest the school drop-out rates

Livelihood Enhancement

Other Palghar; Maharashtra

600,000 600,000 600,000 600,000Through Bosco Samajik Sanstha

5 Vocationaltraining to unemployed youth, school drop-outs, and placement linked skill development training to unemployed youth

VocationalTraining

OtherPalghar; Maharashtra

1,000,000 1,000,000 1,000,000 1,000,000Through Bosco Samajik Sanstha

6 Supporting infrastructure development in educational institute

Promotion of education

LocalAhmedabad Gujarat

5,000,000 5,000,000 5,000,000 5,000,000Through IIM Ahmedabad

5. Reasons for shortfall

Duringthefinancialyear2014-15,theCompanysuccessfullydeployed0.62%ofitsaveragenetprofitsoftheprecedingthreeyearson CSR projects. The amount deployed has been based on the finalised programs/ projects duly identified after thorough evaluation by the Committee. Many other programs/ projects are under evaluation and the contributions for the same would be made after the finalization of programs/ projects during the year 2015-16.

IIFL has focussed its efforts on identifying and undertaking CSR projects that have maximum potential to improve the quality of life of marginalized communities. In alignment with this vision, in FY 2014-15, the Company undertook various projects in the core areas of healthcare and education. While delivering these projects effectively, IIFL continues to explore more avenues, in the form of other projects in the focus area.




The Company aims to undertake CSR projects through selection, implementation and monitoring in a systematic manner. To this end, the Company’s efforts for FY15 focused on establishing systems and processes to enable the same. In the years to come, IIFL envisages to enhance the scope of its CSR projects and increase the quantum of CSR expenditure to enlarge the scope of its CSR activities.

6. Responsibility statement of the CSR Committee

Through this report, India Infoline Finance Limited seeks to communicate to the Ministry of Corporate Affairs, Government of India, its commitment towards CSR. The implementation and monitoring of the Company’s CSR Policy is in compliance with the CSR objectives and policies as laid down in this report. The Board of the Company and the CSR Committee is responsible for the integrity and the objectivity of all the information provided in the disclosure above. All projects reported have been selected based on careful evaluation of the extent to which they create sustainable positive outcomes for marginalised segments of society. The Company has adopted measures to ensure that these projects are implemented in an effective and efficient manner. In line with the requirements of Section 135, the Company has also established a monitoring mechanism to regularly track the progress of its CSR projects.


Nilesh Vikamsey Rajashree NambiarChairman of CSR Committee Executive Director and CEOand Independent Director DIN No: 06932632DIN No: 00010535

Place: MumbaiDate : May 7, 2015


I. Objective

This policy on nomination and remuneration of Directors, Key Managerial Personnel and Senior Management has been approved by the Nomination and Remuneration Committee (the Committee) and Board of Directors.

II. Definitions

1. “Act” means the Companies Act, 2013 and Rules framed there under, as amended from time to time.

2. “Board” means Board of Directors of the Company.

3. “Key Managerial Personnel” (KMP) means:

• Managing Director, or Chief Executive Officer orManager

• Whole-timeDirector;

• ChiefFinancialOfficer;

• CompanySecretary;andsuchotherofficerasmaybe prescribed.

4. “Senior Management” means the personnel of the company who are members of its core management team excluding Board of Directors comprising all members of management one level below the executive directors, including the functional heads.

Unless the context otherwise requires, words and expressions used in this policy and not defined herein but defined in the Companies Act, 2013 / Listing agreement (wherever applicable) as may be amended from time to time shall have the meaning respectively assigned to them therein.

III. Role of committee

• identifypersonswhoarequalifiedtobecomedirectorsand who may be appointed in senior management and recommend to the Board their appointment and/or removal;

• carryoutevaluationofeverydirector’sperformance;

• formulate the criteria for determining qualifications,positive attributes and independence of a director;

• to devise policy on remuneration including anycompensation and related payments of the directors, key managerial personnel and other employees and recommend the same to the Board of the Company;

• To carry out such other business asmay be requiredby applicable law or considered appropriate in view of the general terms of reference and the purpose of the Nomination and Remuneration Committee.

IV. Appointment and Removal of Director, KMP and Senior Management

1. Appointment Criteria and Qualifications

a) A person being appointed as director, KMP or in senior management should possess adequate qualification, expertise and experience for the

Annexure IVNomination and Remuneration Policy

position he / she is considered for appointment.

b) Independent Director :

(i) Qualifications of Independent Director:

An Independent director shall possess appropriate skills, experience and knowledge in one or more fields of finance, law, management, sales, marketing, administration, research, corporate governance, operations or other disciplines related to the company’s business.

(ii) Positive attributes of Independent Directors:

An independent director shall be a person of integrity, who possesses domain expertise and experience and who shall uphold ethical standards of integrity and probity; act objectively and constructively; exercise his responsibilities in a bona-fide manner in the interest of the company; devote sufficient time and attention to his professional obligations for informed and balanced decision making; and assist the company in implementing the best corporate governance and risk management practices.

2. Removal

Due to reasons for any disqualification mentioned in the Act or under any other applicable Act, rules and regulations there under, the Committee may recommend, to the Board with reasons recorded in writing, removal of a Director, KMP or Senior Management Personnel subject to the provisions and compliance of the said Act, rules and regulations.

3. Retirement

The Director, KMP and Senior Management Personnel shall retire as per the applicable provisions of the Act and the prevailing policy of the Company. The Board will have the discretion to retain the Director, KMP, Senior Management Personnel in the same position/ remuneration or otherwise even after attaining the retirement age, for the benefit of the Company.

V. Remuneration

A. Directors a. Executive Directors (Managing Director, Manager

or Whole Time Director):

i. At the time of appointment or re-appointment, the Executive Directors shall be paid such remuneration as may be mutually agreed between the Company (which includes the N&R Committee and the Board of Directors) within the overall limits prescribed under the Companies Act, 2013.

ii. The remuneration shall be subject to the




approval of the Members of the Company in General Meeting as per the requirement of Companies Act, 2013

iii. The remuneration of the CEO & Managing Director is broadly divided into fixed and incentive pay. In determining the remuneration (including the fixed increment and performance bonus) the Committee shall consider the following:

a. the relationship of remuneration and performance benchmark;

b. balance between fixed and incentive pay reflecting short and long term performance objectives, appropriate to the working of the Company and its goals;

c. responsibility required to be shouldered, the industry benchmarks and the current trends;

d. the Company’s performance vis-à-vis the annual budget achievement and individual performance.

b. Non Executive Director:

i. The Non-Executive Independent Director may receive fees for attending meetings of Board or Committee thereof. Provided that the amount of such fees shall not exceed Rupees One Lakh per meeting of the Board or Committee or such amount as may be prescribed by the Central Government from time to time.

ii. A Non Executive Director may be paid commission on an annual basis, of such sum as may be approved by the Board on the recommendation of the Committee;

iii. The Committee may recommend to the Board, the payment of commission on uniform basis, to reinforce the principles of collective responsibility of the Board.

iv. In determining the quantum of commission payable to the Directors, the Committee shall make its recommendation after taking into consideration the overall performance of the Company and the onerous responsibilities required to be shouldered by the Director.

v. The total commission payable to the Directors shall not exceed 1% of the netprofit of the Company;

vi. The commission shall be payable on prorate basis to those Directors who occupy office for part of the year.

B. KMP & Senior Managerial Personnel i. The remuneration / compensation / commission

etc. to the KMP and Senior Management Personnel will be determined and approved by the Committee. The remuneration of managerial personnel shall be subject to the approval of the shareholders of the Company and Central Government, wherever required, as specified in Companies Act, 2013.

ii. While approving the remuneration of the Key Managerial Personnel and Senior Management of the Company, the Committee will consider maintaining a balance between fixed and incentive pay reflecting short and long term performance objectives appropriate to the working of the Company.

iii. The Committee shall consider and determine that the compensation of remuneration is reasonable and sufficient to attract retain and motivate KMP and senior management.

VI. Evaluation

The Committee shall carry out evaluation of performance of every Director, KMP and Senior Management Personnel at regular interval (yearly).

The Committee shall also formulate and provide criteria for evaluation of Independent Directors and the Board as a whole.

VII. Other Details

Membership

The Committee shall consist of a minimum 3 non-executive directors, majority of them being independent. The Chairperson of the Committee shall be an Independent Director.The Chairperson of the Company shall not be a Chairman of the Committee. The term of the Committee shall be continued unless terminated by the Board of Directors.

Frequency of Meetings

The meeting of the Committee shall be held at such regular intervals as may be required.

The Committee may invite such executives, as it considers appropriate, to be present at the meetings of the Committee.

Secretary

The Company Secretary of the Company shall act as Secretary of the Committee. In absence of Company Secretary, the Committee may designate officials or any of the members of the Committee who shall act a Secretary of the Committee.


Annexure VThe ratio of the remuneration of each director to the median employee’s remuneration and other details in terms of sub-section 12 of Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

Sr. No Requirements Disclosure1 The ratio of the remuneration of each director to

the median remuneration of the employees for the financial year.

Mr.NirmalJain(WholeTimeDirector)–143.3x

Ms. Rajashree Nambiar (Executive Director)- 72.29 xMr. Mukesh Kumar Singh- 46.42 xMr. Amit Mehendale (Chief Financial Officer)- 41.09 xMr. Jitendra Maheshwari (Company Secretary)- 13.58 x

2 The percentage increase in remuneration of each director, CFO, CEO, CS in the financial year

Mr.NirmalJain-25%Ms. Rajashree Nambiar- Date of appointment is July 30, 2014.Mr.MukeshKumarSingh-5.82%Mr.AmitMehendale-23.34%Mr. Jitendra Maheshwari- Not yet due.

3 The percentage increase in the median remuneration of employees in the financial year

The median remuneration of the employees in the financial year was increased by 9%. The calculation of % increase in MedianRemuneration is done based on comparable employees. For this we have excluded employees who were not eligible for any increment

4 The number of permanent employees on the rolls of the Company

7503

5 The explanation on the relationship between average increase in remuneration and Company performance

The remuneration components include a fair proportion of fixed and variable pay. The increase in fixed pay is periodically reviewed while the increase in variable pay is broadly aligned to the company’s performance during the financial year

6 Comparison of the remuneration of the Key Managerial Personnel against the performance of the Company

For the financial year 2014-15, KMPswaspaid approx 0.24%of netprofit before tax for the year.

7 VariationsinthemarketcapitalizationoftheCompany,price earnings ratio as at the closing date of the current FY and previous FY and percentage increase over decrease in the market quotations of the shares of the Company in comparison to the rate at which the Company came out with the last public offer

Not Applicable.

8 Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration;

Not Applicable as all the employees under Managerial role.

9 Comparison of the each remuneration of the Key Managerial Personnel against the performance of the Company

The comparison of remuneration of each of the Key Managerial Personnel against the performance of the Company is as below:

Name of Key Managerial Personnel Designation % of Net Profit before TaxMr. Amit Mehendale CFO 0.22%Mr. Jitendra Maheshwari (Appointed in January, 2015) Company Secretary 0.01%Mr. Manish Mishra (Resigned in September, 2014) Company Secretary 0.01%

10 The key parameters for any variable component of remuneration availed by the directors.

Not Applicable.

11 The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year.

Not Applicable.

12 Affirmation that the remuneration is as per the remuneration policy of the Company

Yes




Annexure VI

Details in terms of sub-section 12 of Section 197 of the Companies Act, 2013 read with Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

Name of Employee

Designation Remuneration received

Nature of Employment

Qualification and Experience of the Employee

Date of joining

Age of Employee

% of Equity Shares held by the employee in the Company

Whether employee is a relative of any director or manager of the Company, if so, name of such director or manager

Amit Mehendale

Chief Financial Officer

7,987,075 Permanent Chartered Accountant. He holds a Bachelor’s Degree in commerce from University of Mumbai and a Master’s degree in business administration from London Business School. He has over 15 years of experience and has worked with companies like Schlumberger and GlaxoSmithkline. His previous role was Operations Controller with Schlumberger.

July 1, 2013

40 years Nil No


To, The MembersIndia Infoline Finance Limited

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by India Infoline Finance Limited (hereinafter called “the Company”). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

Based on our verification of the Company’s books, papers, minute books, forms and returns filed and other records maintained by the Company as specified in Annexure I and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, we hereby report that in our opinion, the Company has, during the period covered by our audit, that is to say, from April 01, 2014 to March 31, 2015 (hereinafter referred to as “Audit Period”), complied with the statutory provisions listed hereunder and also that the Company has proper board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company, for the Audit Period according to the provisions of:

1. The Companies Act, 2013 (“the Act”) and the rules made thereunder;

2. The Securities Contracts (Regulation) Act, 1956 (“SCRA”) and the rules made thereunder;

3. The Depositories Act, 1996 and the regulations and bye-laws framed thereunder;

4. Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder for Foreign Direct Investment and Overseas Direct Investment;

5. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (“SEBI Act”):

a. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

b. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992;

c. The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008;

d. The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;

e. The Securities and Exchange Board of India (Employee

Annexure VIIForm No. MR-3

SECRETARIAL AUDIT REPORTFOR THE PERIOD FROM APRIL 1, 2014 TO MARCH 31, 2015

[Pursuant to section 204(1) of the Companies Act, 2013 and Rule no.9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014]

Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999;

6. Laws specifically applicable to the industry to which the Company belongs, as identified by the management, that is to say

a. Reserve Bank of India Act, 1934;

b. Non-Banking Financial (Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007;

c. Non-Banking Financial Companies Auditor’s Report (Reserve Bank) Directions, 1998;

d. Frauds–Futureapproachtowardsmonitoringoffraudsin NBFCs;

e. Fair Practices Code (FPC) for all NBFCs;

f. Corporate Governance;

g. Raising Money through Private Placement by NBFCs-Non Convertible Debentures;

h. KYC Norms/AML Standards/Combating Financing of Terrorism - Unique Customer Identification Code for NBFC Customers in India;

i. Early Recognition of Financial Distress, Prompt Steps for Resolution and Fair Recovery for Lenders: Framework for Revitalizing Distressed Assets in the Economy.

We have also examined compliance with the applicable clauses of the following:

a. The Listing Agreements entered into by the Company with the stock exchanges for listing debt securities issued on private placement basis.

Management Responsibility:

1. Maintenance of secretarial records is the responsibility of the management of the Company. Our responsibility is to express an opinion on these secretarial records based on our audit;

2. We have followed the audit practices and the processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion;

3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company;

4. Where ever required, we have obtained the Management Representation about the compliance of laws, rules and regulation and happening of events etc;

5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. Our examination was limited to the verification of procedure on test basis;




6. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.

We report that:

1. As on March 31, 2015, the Board of Directors is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. Further, changes in the composition of the Board of Directors that took place during the Audit Period were carried out in compliance with the provisions of the Act.

Recommendations as a matter of best practice:

In the course of our audit, we have made certain recommendations for good corporate practices, separately placed before the Board, for its necessary consideration and implementation by the Company.

We further report that:

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

Resolutions have been approved by majority directors. During the Audit Period, there were no agenda items on which any of the directors dissented.

We further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines, with a scope for further improvement.

We further report that during the Audit Period, the Company has issued debentures and preference shares on private placement basis and has obtained necessary approvals from members of the Company under the provisions of the Companies Act, 2013, details whereof are mentioned below. Except as aforesaid, the Company has not incurred any specific event/ action that can have a major bearing on the company’s affairs in pursuance of the above referred laws, rules, regulations, guidelines, standards, etc.

Sl. No.

Issue Size(` in Millions)

Date of Issue

Nature of Security

1 200 27.06.2014 Non-Convertible

Debentures150 27.06.2014 Non-Convertible

Debentures2 250 11.07.2014 Non-Convertible

Debentures120 11.07.2014 Non-Convertible

Debentures3 2000 05.09.2014 Unsecured-Sub Debt4 400 08.09.2014 Non-Convertible

Debentures

Sl. No.


Date of Issue

Nature of Security

5 120 19.09.2014 Non-Convertible Debentures




610 18.11.2014 Non-Convertible Debentures










18 100 25.03.2015 Unsecured-Sub Debt19 450 27.03.2015 Unsecured-Sub Debt

ii. Private Placement of Preference Shares

Sl. No.


Date of Issue

Nature of Security

1 750 29.09.2014 Non Convertible Preference Shares




iii. Special resolution, in terms of section 180 (1) (a) and Section 180 (1) (c) was passed in the Annual general meeting held on June 26, 2014 for approval of borrowing limits upto Rs 15,000 Crores and creation of charge on all moveable and immovable property of the company.

Place: Mumbai Vinod Kothari & Company

Date: May 07, 2015 Company Secretaries in Practice

ACS 4718

C P No. 1391


LIST OF DOCUMENTS

1. Corporate Matters

1.1 Minutes book of the following meetings were provided in original:

1.1.1 Board Meeting

1.1.2 Audit Committee

1.1.3 Remuneration and Compensation Committee

1.1.4 General Meeting

1.1.5 Debenture Allotment Committee.

1.2 Agenda papers for Board meetings along with Notice.

1.3 Agenda papers of Audit committee meetings

1.4 Annual Report 2014 and Provisional financials for period ended 31st December, 2014

1.5 Memorandum and Articles of Association

1.6 CSR Policy

1.7 Forms and Returns filed with the ROC and RBI.

1.8 Statutory Registers maintained under the Act, 2013

1.9 ESOP PLAN-2012.

1.10 Disclosure under Act,2013

1.11 Documents pertaining to proof of payment of Dividend.

1.12 Information Memorandum

Annexure-I to secretarial audit report


Corporate overview CoNSoLiDateD FiNaNCiaL StateMeNtSDireCtorS’ report STANDALONE

FINANCIAL STATEMENTS

Auditor’s Additional Report

To,

Board of the Directors

India Infoline Finance Limited

Mumbai

Report on Compliance with the Non-Banking Financial Companies Auditor’s Report (Reserve Bank) Directions, 2008

Pursuant to the Non-Banking Financial Companies Auditor’s Report (Reserve Bank) Directions, 2008 (the “Directions”) and as per the terms of our engagement dated 1st July, 2014. We have examined the matters specified in the Directions in respect of India Infoline Finance Limited. (the “Company”) for the year ended March 31, 2015.

Management’s Responsibility

The Management is responsible for the design and implementation of the internal procedures, systems, processes and controls to ensure compliance with the Directions on an ongoing basis. This responsibility also includes reporting non-compliances, if any, to the Reserve Bank of India, Board of the Company and its Audit Committee.

Auditors’ Responsibility

Our responsibility is to report on the matters specified in the Directions based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India (ICAI). Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether there are any identified non-compliances. An audit involves performing procedures to obtain audit evidence about the compliance with the Directions. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the information and records, whether due to fraud or error. In making those risk assessments, the auditor considers internal controls relevant to the Company’s compliance with the Directions in order to design audit procedures that are appropriate in the circumstances. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our certificate.

We conducted our examination in accordance with the Guidance Note on Special Purpose Audit Reports and Certificates issued by the Institute of Chartered Accountants of India.

Conclusion

Based on our examination of the books and records of the Company as produced for our examination and the information and explanations given to us we further report that:

1. The Company is engaged in the business of non-banking financial institution and has obtained a certificate of registration (COR) no. B-13.01792 dated May 12, 2005 from the Reserve Bank of India (‘the Bank’), Department of Non-Banking Supervision, Mumbai Regional Office.

2. The Company is entitled to continue to hold such CoR in terms of its asset / income pattern as on March 31, 2015.

3. The Company during the year is not an Asset Finance Company (AFC) as defined in Non-Banking Financial Companies Acceptance of Public Deposits (Reserve Bank) Directions 1998.

4. The Company during the year is not a Non-Banking Financial Company- Micro Finance Institutions (NBFC-MFI) as defined in Non-Banking Financial Company- Micro Finance Institutions (Reserve Bank) Directions, 2011 dated December 02, 2011 (MFI Directions).

5. The Board of Directors of the Company has passed a resolution in its meeting held on April 11, 2014 for non-acceptance of public deposits.

6. The Company has not accepted any public deposits during the year ended March 31, 2015.

7. The Company has complied with the prudential norms relating to income recognition, accounting standards, asset classification and provisioning for bad and doubtful debts as applicable to it in terms of Systematically Important Non–Banking Financial (Non –Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2015.

8. The annual statement of capital funds, risk assets / exposures and risk asset ratio (NBS –7) has been furnished to the Bank on April 15, 2015 within the stipulated period based on the un-audited books of account. The Company had correctly arrived at and disclosed the capital adequacy ratio, based on the unaudited books of account, in the return submitted to the Bank in Form NBS – 7 and such ratio is in compliance with the minimum CRAR prescribed by the Bank.

Restriction on Use

This report is issued pursuant to our obligations under Non-Banking Financial Companies Auditor’s Report (Reserve Bank) Directions, 2008 to Reserve Bank of India and should not be used by any other person or for any other purpose. Sharp & Tannan Associates neither accepts nor assumes any duty or liability for any other purpose or to any other party to whom our report is shown or into whose hands it may come without our prior consent in writing.

For Sharp & Tannan AssociatesChartered Accountants

Firm's Registration No. 109983W By the hand of

Parthiv S. DesaiPlace : Mumbai PartnerDated: 7th May, 2015 Membership No.: (F) 042624


Independent Auditor’s Report

To the Members of India Infoline Finance Limited

Report on the Standalone Financial StatementsWe have audited the accompanying standalone financial statements of India Infoline Finance Limited (“the Company”), which comprise the Balance Sheet as at 31 March 2015, and the Statement of Profit and Loss, and the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management’s Responsibility for the Standalone Financial Statements The Company’s Board of Directors is 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 the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of 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.

Auditor’s ResponsibilityOur responsibility is to express an opinion on these standalone 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 the 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 the accounting policies used and the 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 basis for our audit opinion on the standalone financial statements.

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

Report on Other Legal and Regulatory Requirements1. As required by the Companies (Auditor’s Report) Order, 2015

(the ‘Order’) issued by the Central Government of India in terms of Section 143(11) of the Act, we give in the Annexure, a statement on the matters specified in paragraphs 3 and 4 of the Order.

2. As required by Section 143(3) of the Act, we report that:(a) We have sought and obtained all the information and

explanations which to the best of our knowledge and belief were necessary for the purposes of our audit;

(b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books;

(c) The Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statement dealt with by this report are in agreement with the books of account;

(d) In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014;

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

(f ) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:i) The Company has disclosed the impact of pending

litigation on its financial position in its financial statements-Refer Note. 26 (ii) and 27 to the financial statements;

ii) The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses; and

iii) There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.







Annexure to the Auditors’ Report

The Annexure referred to in our report to the members of India Infoline Finance Limited (“the Company”) for the year ended 31 March 2015. We report that:

1. (a) The Company is maintaining proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) As explained to us, these fixed assets have been physically verified by the management in accordance with a phased programme of verification which in our opinion is reasonable, having regard to the size of the Company and nature of its assets. The frequency of physical verification is reasonable and no material discrepancies were noticed on such verification.

2. The Company is not carrying on any manufacturing or trading activity. Therefore, Paragraph 3 (ii) (a), (b) and (c) of the order are not applicable to the Company.

3. The Company has granted loan to ten Companies covered in the register maintained under section 189 of the Companies Act, 2013 (‘the Act’).

(a) In the case of loan granted to the Company listed in the register maintained under section 189 of the Act, the borrower has been regular in the payment of the interest as stipulated. The terms of arrangement do not stipulate any repayment schedule and the loan are repayable on demand. Accordingly, Paragraph 3 (iii) (a) of the Order is not applicable in respect of repayment of the principal amount.

(b) There is no overdue amount in excess of ` 1 lakh in respect of loan granted to Company listed in the register maintained under Section 189 of the Companies Act, 2013.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control systems commensurate with the size of the Company and nature of its business, for purchase of fixed assets and for sale of services. Further, on the basis of our examination of the books and records of the Company, and according to the information and explanations given to us, we have neither come across nor have we been informed of any continuing failure to correct major weaknesses in the aforesaid internal control systems.

5. The Company has not accepted any deposits during the year from the public to which the directives issued by Reserve Bank of India and the provisions of Section 73 to 76 and any other relevant provisions of the Act and the rules framed thereunder apply.

6. As per the information and explanations given to us, in respect of the class of industry the Company falls under, the maintenance of cost records has not been prescribed by the Central Government under section 148(1) of the Companies Act, 2013. Therefore, Paragraph 3 (vi) of the Order is not applicable to the Company.

7. (a) According to the information and explanations given to us and the records of the Company examined by us, the Company is generally regular in depositing undisputed statutory dues including provident fund, employees’ state insurance, income tax, sales tax, wealth tax, service tax, duty of customs, duty of excise, value added tax, cess and any other material statutory dues as applicable to the Company, with the appropriate authorities. There were no undisputed amounts payable in respect of provident fund, employees’ state insurance, income tax, sales tax, wealth tax, service tax, duty of customs, duty of excise, value added tax, cess and any other material statutory dues as applicable to the Company outstanding as at 31st March 2015 for a period of more than six months from the date they became payable, except profession tax amounting to ` 99,236/- , which have remained outstanding for a period exceeding six months.

(b) According to the information and explanations given to us and records of the Company examined by us, there are no cases of non-deposit with the appropriate authorities of disputed dues of sales tax or wealth tax or service tax or duty of customs or duty of excise or value added tax or cess, as applicable to the Company. However according to the information and explanations given to us, the following dues of income tax have not been deposited by the Company on account of dispute:

Nature Of the Statue Nature of the disputed Dues

Amount of Tax `

Period to which amount relates

Forum where dispute is pending

Income Tax,1961 Disallowance of Expenses U/S 14(A) of IT Act

1,41,20,880 AY 2010-11 Commissioner of Income Tax Appeal





(c) According to the information and explanations given to us, there is no amount required to be transferred to Investor Education and Protection Fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and the rules made thereunder.


8. At the end of the financial year, the Company has neither accumulated losses nor has incurred cash loss during the financial year covered by our audit, and in the immediately preceding financial year.

9. Based on our audit procedures and according to the information and explanations given to us, we are of the opinion that the Company has not defaulted in repayment of its dues to its financial institution, banks and debenture holders.

10. In our opinion and according to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from bank or financial institution.

11. According to the records verified by us, and based on information and explanations given to us, the term loans have been applied for the purpose for which they were raised.

12. As disclosed in Note 36 to the financial statements and as informed by the management, we report that during the year, there have been certain instances of fraud on the Company by employees, customers where gold loan related misappropriations / cash embezzlements have occurred for amounts aggregating ` 4,14,62,600/- Out of the same ` 2,33,21,000/- has already been recovered. The Company has initiated various steps to recover the balance amount. We have neither come across any instance of fraud by the Company, noticed or reported during the year nor have we been informed of any such case.







STANDALONE BALANCE SHEETAs at March 31, 2015

(` in Millions)Particulars Note

No.As at

March 31, 2015As at

March 31, 2014I EQUITY AND LIABILITIES(1) Shareholders' funds (a) Share Capital 3 5,621.54 2,371.54 (b) Reserve and Surplus 4 15,853.08 14,112.76 Sub-Total 21,474.62 16,484.30 (2) Non Current Liabilities (a) Long-term borrowings 5 79,796.24 52,250.02 (b) Other Long-term liabilities - - (c) Long-term provisions 6 471.57 272.69 Sub-Total 80,267.81 52,522.71 (3) Current Liabilities (a) Short-term borrowings 7 31,270.57 26,885.11 (b) Other current liabilities 8 - Current maturities of long term borrowings 13,608.83 16,608.19 - Others 4,361.42 3,223.83 (c) Short-term provisions 6 564.25 467.58 Sub-Total 49,805.07 47,184.71 TOTAL - EQUITY AND LIABILITIES 151,547.50 116,191.72 II ASSETS(1) Non-current assets (a) Fixed assets (i) Tangible assets 9 726.34 959.03 (ii) Intangible assets 10 0.12 0.22 (iii) Capital work-in-progress 5.65 2.57 Sub-Total 732.11 961.82 (b) Non-current investments 11 6,641.79 5,825.38 (c) Deferred tax assets (Net) 12 799.40 482.86 (d) Long-term loans & advances 13 - - - Loans 35,346.38 30,663.82 - Others 277.25 191.65 (e) Other non-current assets 14 117.73 166.34 Sub-Total 43,182.55 37,330.06 (2) Current assets (a) Current investments 15 7,144.83 5,269.21 (b) Inventories 16 - 70.48 (c) Cash and Bank balances 17 10,125.83 5,663.52 (d) Short-term loans & advances 13 - Loans 82,778.77 61,652.48 - Others 7,240.35 4,595.79 (e) Other current assets 14 343.06 648.36 Sub-Total 107,632.84 77,899.84 TOTAL - ASSETS 151,547.50 116,191.72 See accompanying notes forming part of the standalone financial statements 1-45

As per our attached report of even date

For Sharp & Tannan Associates For and on behalf of the Board of DirectorsChartered Accountants of India Infoline Finance LimitedFirm's Registration No. 109983W By the hand of

Parthiv S. Desai Nirmal Jain Rajashree NambiarPartner Whole Time Director Executive DirectorMembership No.: (F) 042624 DIN : 00010535 DIN : 06932632

Place : Mumbai Jitendra Maheshwari Amit MehendaleDated: May 07, 2015 Company Secretary Chief Financial Officer


STANDALONE STATEMENT OF PROFIT AND LOSS For the year ended March 31, 2015

(` in Millions)

Particulars Notes 2014-2015 2013-2014

INCOME

Revenue from operations 18 21,879.36 17,577.29

Other Income 19 911.94 1,075.99

Total Revenue 22,791.30 18,653.28

EXPENDITURE

Employee benefit expenses 20 2,032.95 1,625.91

Finance cost 21 12,702.47 10,702.58

Depreciation & amortisation expenses 22 312.21 387.15

Other expenses 23 3,098.48 2,889.24

Provisions & write off 24 931.83 374.91

Total Expenses 19,077.94 15,979.79

Profit before tax 3,713.36 2,673.49

Tax expenses :

Current Tax 1,532.06 1,051.74

Deferred tax (316.54) (172.87)

Current tax expense relating to prior years 20.58 -

Total tax expense 1,236.10 878.87

Profit after tax for the year 2,477.26 1,794.62

Earnings per equity share 25

(1) Basic 10.3 7.6

(2) Diluted 10.3 7.6

Face Value Per Equity Share ` 10.0 10.0

See accompanying notes forming part of the standalone financial statements 1-45








STANDALONE CASH FLOW STATEMENTFor the year ended March 31, 2015

(` in Millions)

Particulars 2014-15 2013-14

CASH FLOWS FROM OPERATING ACTIVITIES

Net profit before taxation, and extraordinary item 3,713.36 2,673.49

Adjustments for:

Depreciation 312.21 387.15

Provision for doubtful loans (Note : 24) 416.45 243.81

Provision for standard loans (Note : 24) 199.75 43.50

Provision for diminution in value of investments (Note : 24) 14.40 11.75

Provision for contingencies (Note : 24) 258.01 43.42

Gratuity & Leave enchasment (Note : 20) 17.13 1,217.95 25.49 755.12

Operating profit before working capital changes 4,931.31 3,428.62

Increase / (Decrease) in Short term & Long term provisions (52.49) (10.50)

Increase / (Decrease) in Other liabilities 1,053.32 631.76

Decrease / (Increase) in Inventories 70.48 (0.54)

Decrease / (Increase) in Other current assets 305.30 (218.56)

Decrease / (Increase) in Other non-current assets 48.62 1,425.23 (44.75) 357.41

Cash generated from operations 6,356.54 3,786.03

Tax (Paid) / Refund (1,727.03) (918.33)

Net cash from operating activities 4,629.51 2,867.70

Decrease / (Increase) in long term loans & advances (5,197.48) (2,048.49)

Decrease / (Increase) in short term loans & advances (23,669.47) (7,100.55)

Net cash used in operating activities (A) (24,237.44) (6,281.34)

CASH FLOWS FROM INVESTING ACTIVITIES

Purchase of fixed assets,including intangible assets, CWIP and capital advances# (82.51) (365.33)

Purchase of non-current investments# (816.41) (626.83)

Purchase of current investments# (1,890.00) (1,041.19)

Net cash from investing activities (B) (2,788.92) (2,033.35)


(` in Millions)

Particulars 2014-15 2013-14

CASH FLOWS FROM FINANCING ACTIVITIES

Dividend & Dividend Distribution Tax paid (693.65) (693.65)

Proceeds from Issue of Preference Share capital 3,250.00 -

Proceeds from long term borrowings# 24,546.86 12,139.60

Proceeds from short term borrowings# 4,385.46 -

Repayment of short term borrowings# - (6,007.58)

Net cash from financing activities (C) 31,488.67 5,438.37

Net Increase /(Decrease) in cash and cash equivalents ( A + B + C ) 4,462.31 (2,876.32)

Opening cash and cash equivalents - -

Cash on hand and balances with banks 5,663.52 8,539.84

Closing cash and cash equivalents


See accompanying notes forming part of the standalone financial statements

# Represents net amount due to the transaction volume

1. Cash flow statement has been prepared under the indirect method as set out in the Accounting Standard (AS-3) “Cash Flow Statement” issued by the Institute of Chartered Accountants of India.

2. Cash & cash equivalent as at the end of the year include:

Cash & bank balances (Refer Note 17) 10,125.83 5,663.52

Cash & cash equivalent at the end of the year 10,125.83 5,663.52

3. Previous year’s figures are re-grouped \re-arranged wherever necessary








STANDALONE FINANCIAL STATEMENTS OF INDIA INFOLINE FINANCE LIMITEDNotes forming part of Standalone Financial Statements for the year ended March 31, 2015

1. Corporate Information:

The Company is a systemically important Non-Banking Financial Company (“NBFC”) registered with the Reserve Bank of India (RBI) under section 45-IA of the Reserve Bank of India Act, 1934 and primarily engaged in financial and related activities. The Company has received the certificate of registration on May 12, 2005, enabling the Company to carry on business as Non-Banking Financial Company. The Company offers broad suite of financial products such as mortgage loan, gold loan, loan against securities, commercial vehicle loan, loans to small & medium enterprise (SME) and health care finance to retail and corporate clients.

2. Significant Accounting Policies:

2.1 Basis of preparation of financial statements:

The financial statements have been prepared in accordance with the Generally Accepted Accounting Principles in India (Indian GAAP) to comply with all material aspects of the applicable Accounting Standards notified under section 133 of the Companies Act 2013, read together with Rule 7 of the Companies (Accounts) Rules, 2014(as amended) and the relevant provisions of the Companies Act 2013 alongwith the guidelines issued by Reserve bank of India (RBI) as applicable to NBFC’s. The financial statements have been prepared on accrual basis under the historical cost convention.

2.2 Prudential norms:

The Company follows the Reserve Bank of India (“RBI”) directions in respect of systemically important non-banking financial (Non-Deposit Accepting or Holding) companies prudential norms (Reserve Bank) directions, 2015 (“RBI Directions, 2015) dated March 27, 2015, as amended from time to time in respect of income recognition, income from investments, accounting of investments, asset classification, provisioning and disclosures in the Balance Sheet. Accounting Standards (AS) under section 133 of the Companies Act 2013, read together with Rule 7 of the Companies (Accounts) Rules 2014 issued by the Ministry of Corporate Affairs and Guidance Note issued by The Institute of Chartered Accountants of India (“ICAI”) are followed in so far as they are not inconsistent with the RBI directions.

2.3 Use of estimates:

The preparation of financial statements in conformity with the generally accepted accounting principles requires the management to make estimates and assumptions that affect the reported amount of assets and liabilities on the date of the financial statements and the reported amount of revenues and expenses during the reporting period. The management believes that the estimates used in the preparation of financial statements are prudent and reasonable. Difference between the actual result and estimates are recognized in the period in which the results are known /materialised.

2.4 Fixed assets:

Fixed assets are stated at cost of acquisition less accumulated depreciation and impairment loss, if any thereon. Depreciation is charged using the straight line method based on the useful life of fixed assets as estimated by the management as specified below. Depreciation is charged from the month in which new assets are put to use. No depreciation is charged from the month in which assets are sold. In case of transfer of used fixed assets from group companies, depreciation is charged over the remaining useful life of the asset.

Individual assets / group of similar assets costing up to ` 5,000 has been depreciated in full in the year of purchase. Leasehold land is depreciated on a straight line basis over the leasehold period.

Estimated useful life of the assets are as under:

Class of assets Useful life

Buildings* 20 years

Computers* 3 years

Office equipment 5 years

Electrical* 5 years

Furniture and fixtures* 5 years

Vehicles* 5 years

Software 3 years

* For these class of assets, based on internal assessment and independent technical evaluation carried out by external valuers the management believes that the useful lives as given above best represent the period over which management expects to use these assets. Hence the useful lives for this assets is different from the useful lives as prescribed under Part C of Schedule II of the Companies Act 2013.



2.5 Assignment of loan portfolio:

De-recognition of loans assigned, in the books of the Company, is based on the concept of surrender of control over the loans resulting in a “true sale” of loans. Future interest spread receivables in case of a par structure deals are recognised over the tenure of agreements as per guidelines issued by the RBI. Expenditure in respect of direct assignment is recognised upfront. Credit enhancement in the form of cash collateral provided by the Company is included under cash and bank balance / loans and advances, as applicable.

2.6 Revenue recognition:

The Company complies, in all material respects, with the Accounting Standard -9 issued by the Institute of Chartered Accountants of India, prudential norms relating to income recognition, asset classification and the minimum provisioning for bad and doubtful debts and standard assets, specified in the directions issued by the RBI, as applicable to it, and

• Interestincomeisrecognisedonthetimeproportionatebasisasperagreedterms.

• Interestincomerecognisedandremainingduefor90daysormoreforalltheloans,exceptGoldloansforwhichinterestis reversed after 180 days & mortgage loans for which interest is reversed after 90 days, are reversed and are accounted as income when these are actually realised.

• Dividendincomeisrecognisedwhentherighttoreceivepaymentisestablished.

• Processingfeesreceivedfromcustomersisrecognisedasincomeonreceiptbasis.

• Inrespectoftheotherheadsofincome,theCompanyaccountsthesameonaccrualbasis.

2.7 Preliminary expenses:

Preliminary expenses are written off in same financial year in which they are incurred.

2.8 Employee benefits:

The Company’s contribution towards Provident Fund and Family Pension Fund, which are defined contribution, are accounted for on an accrual basis and recognised in the Statement of Profit & loss.

The Company has provided “Compensated Absences” on the basis of actuarial valuation.

Gratuity is post employment benefit and is in the nature of defined benefit plan. The liability recognized in the Balance Sheet in respect of gratuity is the present value of defined benefit obligation at the Balance Sheet date together with the adjustments for unrecognized actuarial gain or losses and the past service costs. The defined benefit obligation is calculated at or near the Balance Sheet date by an independent actuary using the projected unit credit method.

2.9 Provisions, contingent liabilities and contingent assets:

Non-performing loans are written off / provided for, as per management estimates, subject to the minimum provision required as per Systemically Important Non-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2015 (“RBI Direction’s, 2015) dated March 27, 2015. Provision on standard assets is also made as per the RBI Directions 2015.

The provision is recognised if, as a result of a past event, the company has a present obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation. A disclosure for a contingent liability is made when there is a possible obligation or a present obligation that may, but probably will not, require an outflow of resources. When there is a possible obligation or a present obligation in respect of which the likelihood of outflow of resources is remote, no provision or disclosure is made.

Provisions are reviewed at each Balance Sheet date and adjusted to reflect the current best estimate. If it is no longer probable that the outflow of resources would be required to settle the obligation, the provision is reversed.

Contingent assets are neither recognized nor disclosed in the financial statements.

2.10 Taxes on income:

Tax expense comprises of current and deferred tax and includes any adjustments related to the past periods in current and /or deferred tax adjustments that may become necessary due to certain developments or reviews during the relevant period. Current income-tax is measured at the amount expected to be paid to the tax authorities in accordance with the Income-tax Act, 1961. Provision for current tax is computed based on estimated tax liability computed after adjusting for allowance, disallowance and exemptions in accordance with the applicable tax laws.




Deferred income taxes reflect the impact of timing differences between taxable income and accounting income originating during the current year and reversal of timing differences of earlier year. Deferred tax is measured using the tax rate and the tax laws enacted or substantively enacted at the Balance Sheet date. The deferred tax assets are recognised only to the extent that it has become reasonably certain or virtually certain, as the case may be, that sufficient future taxable income will be available.

Carrying amount of deferred tax assets are reviewed at each balance sheet date. The company writes down the carrying amount of a deferred tax asset to the extent that it is no longer reasonably certain that sufficient future taxable income will be available against which deferred tax asset can be realised. Any such write down is reversed to the extent that it becomes reasonably certain that sufficient future taxable income will be available.

2.11 Operating leases:

Lease rentals in respect of operating lease arrangements are charged to the Statement of Profit & Loss in accordance with Accounting Standard 19, issued by the Institute of Chartered Accountants of India.

2.12 Investments:

Investments, which are readily realizable and intended to be held for not more than one year from the date on which such investments are made, are classified as current investments. All other Investments are classified as non – current investments.

Current investments are stated at lower of cost or market / fair value. Non – current investments are carried at cost. Provision for diminution in value of non – current investments is made, if in the opinion of the management, such diminution is other than temporary. For investment in mutual funds, the net assets value (NAV) declared by the mutual funds at the Balance Sheet date is considered as the fair value.

2.13 Inventories:

Closing stock is valued at cost or market value, whichever is lower. Cost is computed on FIFO basis.

2.14 Earnings per share:

Basic earnings per share are calculated by dividing the net profit or loss for the period attributable to equity shareholders by the weighted average number of equity shares outstanding during the period.

For the purpose of calculating diluted earnings per share, the net profit or loss for the period attributable to equity shareholders and the weighted average number of shares outstanding during the period are adjusted for the effects of all dilutive potential equity shares.

2.15 Borrowings:

Borrowings are bifurcated under long term and short term liabilities. Commercial papers are recognised at face value at the time of its issue. Any difference between the proceeds and the redemption value is recognised in profit & loss account over the period of the borrowings.

2.16 Debenture issue expenses:

Debenture issue expenses incurred on public issue of Non Convertible Debentures are amortized over tenure of the underlying debenture.

In case of private placement of Non Convertible Debentures the same is charged to the profit and loss account in the year in which they are incurred.



3. SHARE CAPITAL : (i) Authorised, Issued, Subscribed and Paid-up Share Capital:

(` in Millions)

Particulars As at March 31, 2015

As at March 31, 2014

Authorised Share Capital:300,000,000 Equity Shares (Previous Year 300,000,000) of ` 10 each 3,000.00 3,000.00

1,999,600 Equity Shares (Previous Year 1,999,600) of ` 100 each 199.96 199.96

400 Preference Shares (Previous Year 400) of ` 100 each 0.04 0.04

575,000,000 Preference Shares (Previous Year Nil) of ` 10 each 5,750.00 -

Total 8,950.00 3,200.00 Issued, Subscribed and Paid-up Share Capital:237,154,030 Equity Shares (Previous Year 237,154,030) of ` 10 each with voting rights 2,371.54 2,371.54

75,000,000 8% Compulsorily Redeemable Non- Convertible Non Cumulative Preference Shares (Previous Year Nil) of ` 10 each

750.00 -

100,000,000 8% Compulsorily Redeemable Non Convertible Cumulative Preference Shares (Previous Year Nil) of ` 10 each

1,000.00 -

150,000,000 9.25% Compulsorily Redeemable Non Convertible Cumulative Preference shares (Previous Year Nil) of ` 10 each

1,500.00 -

Total 5,621.54 2,371.54

(ii) Reconciliation of the shares outstanding at the beginning and at the end of the year:

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

No. of Shares ` in Millions No. of Shares ` in Millions

Equity Shares:

At the beginning of the year 237,154,030 2,371.54 237,154,030 2,371.54

Add: Issued during the year - - - -

Outstanding at the end of the year 237,154,030 2,371.54 237,154,030 2,371.54

8% Compulsorily Redeemable Non Convertible Non Cumulative Preference Shares:

At the beginning of the year - - - -

Add: Issued during the year 75,000,000 750.00 - -

Outstanding at the end of the year 75,000,000 750.00 - -

8% Compulsorily Redeemable Non Convertible Cumulative Preference Shares:


Add: Issued during the year 100,000,000 1,000.00 - -

Outstanding at the end of the year 100,000,000 1,000.00 - -

9.25% Compulsorily Redeemable Non Convertible Cumulative Preference shares:




(iii) Rights attached to equity shares:

The Company has only one class of equity shares having a par value of ` 10/- per share. Each holder of equity share is entitled to one vote per share. The Company declares and pays dividends in Indian Rupees.

During the year ended March 31, 2015, equity shareholders were paid interim dividend of ` 2.50/- (Previous Year ` 2.50/-) per share.





(iv) Rights attached to preference shares:

a) Company allotted 8% compulsorily redeemable non convertible non cumulative preference shares of ` 10/- each aggregating to ` 750.00 million. These shares shall have seniority over equity shareholders with respect to payment of capital and dividend. It shall carry dividend rate of 8% p.a. and will not have any cumulative right with respect to payment of dividend.

b) Company allotted 8% compulsorily redeemable non convertible cumulative preference shares of ` 10/- each aggregating to ` 1,000.00 million. Further Company allotted 9.25% compulsorily redeemable non-convertible cumulative preference shares aggregating to ` 1,500 million. These shares shall have seniority over equity shareholders with respect to payment of capital and dividend. Their right to dividend is on cumulative basis. Other rights of the holders of preference shares shall be governed by the provisions of Companies Act, 2013 read with applicable rules and any amendment/ modification in law from time to time and such other applicable regulations.

(v) Shares held by holding company, subsidiaries and their associates:

Name of Shareholder As at March 31, 2015 As at March 31, 2014No. of Shares % Holding No. of Shares % Holding

Equity Shares:IIFL Holdings Limited (Formerly India Infoline Limited) 234,467,549 98.87% 234,467,549 98.87%Preference Shares:8% Compulsorily Redeemable Non- Convertible Non Cumulative Preference Shares of ` 10 each fully paid upIIFL Holdings Limited (Formerly India Infoline Limited) 75,000,000 100.00% - -8% Compulsorily Redeemable Non Convertible Cumulative Preference Shares of ` 10 each fully paid upIIFL Holdings Limited (Formerly India Infoline Limited) 50,000,000 50.00% - -IIFL Wealth Management Limited 49,500,000 49.50% - -9.25% Compulsorily Redeemable Non Convertible Cumulative Preference shares of ` 10 each fully paidIIFL Wealth Management Limited 150,000,000 100.00% - -

(vi) Details of shareholders holding more than 5% shares in the company:

Name of Shareholder As at March 31, 2015 As at March 31, 2014No. of Shares % Holding No. of Shares % Holding

Equity shares of ` 10 each fully paid upIIFL Holdings Limited (Formerly India Infoline Limited) 234,467,549 98.87% 234,467,549 98.87%

8% Compulsorily Redeemable Non- Convertible Non Cumulative Preference Shares of ` 10 each fully paid upIIFL Holdings Limited (Formerly India Infoline Limited) 75,000,000 100.00% - -

8% Compulsorily Redeemable Non Convertible Cumulative Preference Shares of ` 10 each fully paid upIIFL Holdings Limited (Formerly India Infoline Limited) 50,000,000 50.00% - -

IIFL Wealth Management Limited 49,500,000 49.50% - -

9.25% Compulsorily Redeemable Non Convertible Cumulative Preference shares of ` 10 each fully paidIIFL Wealth Management Limited 150,000,000 100.00% - -

(vii) Aggregate number and class of shares allotted as fully paid up pursuant to contract(s) without payment being received in cash or by way of bonus shares or shares bought back during the period of five years immediately preceding the reporting date:

Particulars As atMarch 31, 2015

As atMarch 31, 2014

As atMarch 31, 2013

As atMarch 31, 2012

As atMarch 31, 2011

No. of shares No. of shares No. of shares No. of shares No. of sharesBonus issue - - - - 213,438,627



4. RESERVES AND SURPLUS:

(` in Millions)

Particulars As at March 31,2015

As at March 31,2014

Securities Premium Reserve

Opening balance 8,657.49 8,657.49

Addition during the year - -

Deduction during the year - -

Closing balance 8,657.49 8,657.49

Debenture Redemption Reserve (Refer Note -4.1)

Opening balance 1,890.00 850.00

Addition during the year 313.00 1,040.00


General Reserve

Opening balance 463.00 263.00

Addition due to transfer during the year from surplus in the statement of profit and loss - 200.00

Closing balance 463.00 463.00

Special Reserve (Pursuant to Section 45-IC of Reserve Bank of India Act, 1934)


Addition due to transfer during the year from surplus in the statement of profit and loss 507.50 365.00


Surplus / (Deficit) in Statement of Profit and Loss


Addition: Profit / (Loss) for the year 2,477.26 1,794.62

Less: Appropriations

Interim dividend (592.89) (592.88)

Dividend distribution tax on interim dividend (100.76) (100.76)

Preference dividend (35.98) -

Dividend distribution tax on preference shares (7.32) -

Transfer to special reserve as per section 45-IC of the RBI Act, 1934 (507.50) (365.00)

Transfer to general reserve - (200.00)

Transfer to debenture redemption reserve (313.00) (1,040.00)


Total 15,853.08 14,112.76

4.1. Pursuant to Section 71 of the Companies Act, 2013 read with Rule 18 of the Companies (Share Capital and Debentures Rules, 2014) the Company being an NBFC was required to create debenture redemption reserve of a value equivalent to 25% of the debentures offered through a public issue. Accordingly, ` 313.00 million (Previous year ` 1,040.00 million) has been transferred to debenture redemption reserve account for the financial year ended March 31, 2015.





5. LONG TERM BORROWINGS:(` in Millions)

Particulars Non-Current Current MaturitiesAs at

March 31, 2015As at

March 31, 2014As at

March 31, 2015As at

March 31, 2014Non Convertible DebenturesSecured:Non Convertible Debentures (Refer Note -5.1) 26,618.12 16,487.84 500.00 4,086.21Unsecured:Non Convertible Debentures (Refer Note -5.2) 9,370.91 6,820.91 - -Amount disclosed under the head “Other Current Liabilities” (Refer Note -8) - - (500.00) (4,086.21)Sub-Total (A) 35,989.03 23,308.75 - -Term LoanSecured:Term Loan from Banks (Refer Note - 5.3) 43,807.21 28,941.27 13,108.83 12,521.99Amount disclosed under the head “Other Current Liabilities” (Refer Note -8) - - (13,108.83) (12,521.99)Sub-Total (B) 43,807.21 28,941.27 - -Total (A+B) 79,796.24 52,250.02 - -

The Company has also raised ` 11,353.00 million (Previous Year ` 12,562.10 million) and ` 2,550.00 million (Previous Year ` 100.00 million) by issue of secured and unsecured non convertible debentures respectively. During the year, the Company has raised secured term loans aggregating ` 29,650.00 million (Previous Year ` 16,800.00 million) from various banks.

The above term loans are secured by way of first pari-passu charge over the current assets in the form of receivables, book debts, bills, outstanding monies receivables including future movable assets, other than those specifically charged. Out of the total loans from banks, loans amounting to ` 52,916.29 million (P.Y ` 39,463.26 million) are also guaranteed by Holding Company IIFL Holdings Limited (Formerly known as India Infoline Limited).

IL&FS Trust Company Limited (“ITCL”) acts as a security trustee for all bank borrowings. The security trustee is responsible for ensuring that the security cover as required for the individual term loans / cash credit / working capital demand loans facilities are being maintained during the tenure of each of the loans.

Debenture redemption reserve on the NCD’s has been created as disclosed in note 4.1.

5.1 NON CONVERTIBLE DEBENTURES – SECURED:

(` in Millions)Particulars Non-Current Current





10.60% Redeemable Non Convertible Debentures of Face Value ` 1,000,000 Each Redeemable on 02-Nov-2021 at par 2,875.00 - - -10.60% Redeemable Non Convertible Debentures of Face Value ` 1,000,000 Each Redeemable on 02-Nov-2020 at par 2,875.00 - - -11.00% Redeemable Non Convertible Debentures of Face Value ` 1,000,000 Each Redeemable on 06-Mar-2019 at par 100.00 100.00 - -12% Redeemable Non Convertible Debentures Option IV of Face Value ` 1,000 Each Redeemable on 30-Sep-2018 at par 267.62 278.62 - -12% Secured Redeemable Non Convertible Debentures Option III of Face Value ` 1,000 Each Redeemable on 30-Sep-2018 at par 2,711.93 2,810.67 - -10.55% Redeemable Non Convertible Debentures of Face Value ` 1,000,000 Each Redeemable on 11-Jun-2018 at par 100.00 100.00 - -








10.45% Redeemable Non Convertible Debentures of Face Value ` 1,000,000 Each Redeemable on 31-May-2018 at par 1,050.00 - - -

10% Redeemable Non Convertible Debentures of Face Value ` 1,000,000 Each Redeemable on 24-May-2018 at par 100.00 100.00 - -

Zero coupon Non-Convertible Debentures of Face value ` 1,000,000 Each Redeemable on 10-Apr-2018 at premium 67.00 - - -



Equity Linked Non Convertible Debentures - Series 038 of Face value ` 1,00,000 Each Redeemable on 18-Mar-2018 at par 120.00 - - -

Zero coupon Non-Convertible Debentures of Face value ` 1,000,000 Each Redeemable on 23-Jan-2018 at premium 34.00 - - -

Zero coupon Non-Convertible Debentures of Face value ` 1,000,000 Each Redeemable on 18-Dec-2017 at premium 60.00 - - -

Zero coupon Non-Convertible Debentures of Face value ` 1,000,000 Each Redeemable on 06-Dec-2017 at premium 40.00 - - -

Zero coupon Non-Convertible Debentures of Face value ` 1,000,000 Each Redeemable on 20-Nov-2017 at premium 610.00 - - -

Zero coupon Non-Convertible Debentures of Face value ` 1,000,000 Each Redeemable on 02-Nov-2017 at premium 40.00 - - -

Zero coupon Non-Convertible Debentures of Face value ` 1,000,000 Each Redeemable on 11-Oct-2017 at premium 91.00 - - -

Zero coupon Non-Convertible Debentures of Face value ` 1,000,000 Each Redeemable on 03-Oct-2017 at premium 39.00 - - -

Zero coupon Non-Convertible Debentures of Face value ` 1,000,000 Each Redeemable on 21-Sep-2017 at premium 65.00 - - -

Zero coupon Non-Convertible Debentures of Face value ` 1,000,000 Each Redeemable on 31-Aug-2017 at premium 170.00 - - -

Zero coupon Non-Convertible Debentures of Face value ` 1,000,000 Each Redeemable on 16-Aug-2017 at premium 180.00 - - -

Zero Coupon Secured Redeemable Non – Convertible Debentures of Face Value ` 1,000 Each Redeemable on 20-Jul-2017 at par 200.00 - - -

Zero coupon Non-Convertible Debentures of Face value ` 1,000,000 Each Redeemable on 03-Jul-2017 at premium 120.00 - - -

Zero coupon Non-Convertible Debentures of Face value ` 1,000,000 Each Redeemable on 03-Jul-2017 at premium 50.00 - - -

11.85% Redeemable Non Convertible Debentures of Face Value ` 1,000,000 Each Redeemable on 29-Apr-2017 at par 350.00 350.00 - -


11.15% Non-Convertible Debenture of Face Value ` 1,000 Each Redeemable on 4-Apr-2017 at par 150.00 - - -










Zero coupon Non-Convertible Debentures of Face value ` 1,000,000 Each Redeemable on 4-Apr-2017 at premium 220.00 - - -Zero coupon Non-Convertible Debentures of Face value ` 1,000,000 Each Redeemable on 03-Apr-2017 at premium 180.00 - - -Zero coupon Non-Convertible Debentures of Face value ` 1,000,000 Each Redeemable on 07-Mar-2017 at premium 30.00 - - -Equity Linked Non Convertible Debentures - Series 042 Type I of Face value ` 1,00,000 Each Redeemable on 27-Feb-2017 at par 458.00 - - -Equity Linked Non Convertible Debentures - Series 042 Type II of Face value ` 1,00,000 Each Redeemable on 27-Feb-2017 at par 18.00 - - -Equity Linked Non Convertible Debentures - Series 042 Type III of Face value ` 1,00,000 Each Redeemable on 27-Feb-2017 at par 250.00 - - -Equity Linked Non Convertible Debentures - Series 041 Type I of Face value ` 1,00,000 Each Redeemable on 12-Feb-2017 at par 403.00 - - -Equity Linked Non Convertible Debentures - Series 041 Type III of Face value ` 1,00,000 Each Redeemable on 12-Feb-2017 at par 50.00 - - -Equity Linked Non Convertible Debentures - Series 041 Type II of Face value ` 1,00,000 Each Redeemable on 10-Feb-2017 at par 35.00 - - -Equity Linked Non Convertible Debentures - Series 040 of Face value ` 1,00,000 Each Redeemable on 02-Feb-2017 at par 307.00 - - -Equity Linked Non Convertible Debentures - Series 039 Type I of Face value ` 1,00,000 Each Redeemable on 28-Jan-2017 at par 202.00 - - -Equity Linked Non Convertible Debentures - Series 039 Type II of Face value ` 1,00,000 Each Redeemable on 28-Jan-2017 at par 19.00 - - -Equity Linked Non Convertible Debenture -Series i-037 of Face Value ` 1,00,000 Each Redeemable on 21-Nov-2016 at par 56.50 56.50 - -Zero Coupon Secured Redeemable Non-Convertible Debentures of Face Value ` 1,000,000 Each Redeemable on 17-Nov-2016 350.00 350.00 - -Equity Linked Non Convertible Debenture-Series i-036 of face value ` 1,00,000 Each Redeemable on 14-Nov-2016 at par 62.30 104.80 - -Equity Linked Non Convertible Debenture-Series i-035 of Face Value ` 1,00,000 Each Redeemable on 02-Nov-2016 at par 74.10 74.10 - -Equity Linked Non Convertible Debenture -Series i-034 of Face Value ` 1,00,000 Each Redeemable on 25-Oct-2016 at par 30.50 30.50 - -Equity Linked Non Convertible Debenture -Series i-033 of Face Value ` 1,00,000 each Redeemable on 24-Oct-2016 at par 93.50 96.20 - -12% Secured Redeemable Non Convertible Debentures. Option II.of Face Value ` 1,000 Each Redeemable on 29-Sep-2016 at par 840.48 864.24 - -








12% Secured Redeemable Non Convertible Debentures. Option I. of Face Value ` 1,000 Each Redeemable on 29-Sep-2016 at par 5,845.21 6,089.18 - -Equity Linked Non Convertible Debentures - Series I 32 of Face value ` 1,00,000 Each Redeemable on 03-Sep-2016 at par 59.00 59.00 - -Equity Linked Non Convertible Debentures - Series I 31 Face value ` 1,00,000 Each Redeemable on 02-Sep-2016 at par 13.00 13.00 - -11.70 % Non-Convertible Debentures of Face value ` 1,000 Each Redeemable on 18-Aug-2016 at par 200.49 200.68 - -11.90 % Non-Convertible Debentures of Face value ` 1,000 Each Redeemable on 18-Aug-2016 at par 2,275.08 2,499.85 - -Equity Linked Non Convertible Debentures - Series I 30 of Face value ` 1,00,000 Each Redeemable on 15-Aug-2016 at par 35.00 35.00 - -Equity Linked Non Convertible Debentures - Series I 29 of Face value ` 1,00,000 Each Redeemable on 10-Aug-2016 at par 44.70 52.70 - -Equity Linked Non Convertible Debentures - Series I 28 of Face value ` 1,00,000 Each Redeemable on 01-Aug-2016 at par 26.70 26.70 - -Equity Linked Non Convertible Debentures - Series I 27 of Face value ` 1,00,000 Each Redeemable on 25-Jul-2016 at par 85.20 85.20 - -Equity Linked Non Convertible Debentures - Series I 26 of Face value ` 1,00,000 Each Redeemable on 18-Jul-2016 at par 148.40 148.40 - -Equity Linked Non Convertible Debentures - Series I 25 of Face value ` 1,00,000 Each Redeemable on 7-Jul-2016 at par 142.50 144.50 - -Equity Linked Non Convertible Debentures - Series I 24 of Face value ` 1,00,000 Each Redeemable on 04-Jul-2016 at par 388.90 388.90 - -Equity Linked Non Convertible Debentures - Series I 23 of Face value ` 1,00,000 Each Redeemable on 01-Jul-2016 at par 27.50 28.50 - -Equity Linked Non Convertible Debentures - Series I 22 of Face value ` 1,00,000 Each Redeemable on 27-Jun-2016 at par 146.00 175.00 - -Equity Linked Non Convertible Debentures - Series I 21 of Face value ` 1,00,000 Each Redeemable on 21-Jun-2016 at par 74.40 86.40 - -Equity Linked Non Convertible Debentures - Series I 20 of Face value ` 1,00,000 Each Redeemable on 18-Jun-2016 at par 266.10 289.20 - -11.85% Redeemable Non Convertible Debentures of Face Value ` 1,000,000 Each Redeemable on 29-Apr-2016 at par 350.00 350.00 - -11.70% Non-Convertible Debentures of Face value ` 1,000,000 Each Redeemable on 27-Jul-2015 at par - 150.00 150.00 -11.85% Redeemable Non Convertible Debentures of Face Value ` 1,000,000 Each Redeemable on 29-Apr-2015 at par - 350.00 350.00 -11.50 % Non-Convertible Debentures of Face value ` 10,000 Each Redeemable on 30-Jan-2015 at par - - - 225.0011.70 % Non-Convertible Debentures of Face value ` 1,000 Each Redeemable on 18-Dec-2014 at par - - - 285.17Equity Linked Non-Convertible Debentures Series I-019 of Face value ` 1,00,000 Each Redeemable on 18-Oct-2014 at par - - - 41.00Equity Linked Non-Convertible Debentures Series I-018 of Face value ` 1,00,000 Each Redeemable on 18-Oct-2014 at par - - - 77.5012.25% Non-Convertible Debentures of Face value ` 1,000,000 Each Redeemable on 15-Oct-2014 at par - - - 300.00










Equity Linked Non-Convertible Debentures Series I-015 of Face value ` 1,00,000 Each Redeemable on 13-Oct-2014 at par - - - 15.40Equity Linked Non-Convertible Debentures Series I-014 of Face value ` 1,00,000 Each Redeemable on 13-Oct-2014 at par - - - 27.00Equity Linked Non-Convertible Debentures Series I-016 of Face value ` 1,00,000 Each Redeemable on 13-Oct-2014 at par - - - 38.5011.70 % Non-Convertible Debentures of Face value ` 1,000 Each Redeemable on 18-Aug-2014 at par - - - 3,001.14Equity Linked Non-Convertible Debentures Series I-017 of Face value ` 1,00,000 Each Redeemable on 13-May-2014 at par - - - 75.50Total 26,618.11 16,487.85 500.00 4,086.21

5.1.1 The above debentures are secured by way of registered mortgage and/or charge over Immovable property and/or current assets, book debts, receivables (both present and future) and other assets of the Company.

5.2 NON CONVERTIBLE DEBENTURES – UNSECURED:

(` in Millions)

Particulars Non-Current Current





12.10% Non-Convertible Debentures of Face value ` 1,000,000 Each Redeemable on 24-May-2023 100.00 100.00 - -

12.20% Non-Convertible Debentures of Face value ` 1,000,000 Each Redeemable on 4-Nov-2022 230.00 230.00 - -

12.15% Non-Convertible Debentures of Face value ` 1,000,000 Each Redeemable on 31-Aug-2022 50.00 50.00 - -

12.15% Non-Convertible Debentures of Face value ` 1,000,000 Each Redeemable on 31-Aug-2022 150.00 150.00 - -

11.25% Non-Convertible Debentures of Face value ` 1,000,000 Each Redeemable on 4-Sep-2020 2,000.00 - - -

10.75% Non-Convertible Debentures of Face value ` 1,000,000 Each Redeemable on 3-Jun-2020 100.00 - - -

10.75% Non-Convertible Debentures of Face value ` 1,000,000 Each Redeemable on 30-Apr-2020 450.00 - - -

12.75% Non-Convertible Debentures of Face value ` 1,000 Each Redeemable on 30-Mar-2019 (SBMIB VI - 7 years) 0.05 0.05 - -

12.75% Non-Convertible Debentures of Face value ` 1,000 Each Redeemable on 30-Mar-2019 (SBMIB VII – 7 years) 0.35 0.35 - -

12.75% Non-Convertible Debentures of Face value ` 1,000 Each Redeemable on 2-Mar-2019 (SBMIB V – 7 years) 0.09 0.09 - -

12.00 % Non-Convertible Debentures of Face value ` 1,000,000 Each Redeemable on 27-Feb-2019 (Refer Note - 5.2.1) 750.00 750.00 - -

12.75% Non-Convertible Debentures of Face value ` 1,000 Each Redeemable on 23-Feb-2019 (SBMIB IV – 7 years) 0.47 0.47 - -



(` in Millions)

Particulars Non-Current Current





11.50% Non-Convertible Debentures of Face value ` 1,000,000 Each Redeemable on 20-Feb-2019 (Refer Note - 5.2.1) 500.00 500.00 - -

12.75% Non-Convertible Debentures of Face value ` 1,000 Each Redeemable on 7-Feb-2019 (SBMIB II – 7 years) 0.03 0.03 - -

12.75% Non-Convertible Debentures of Face value ` 1,000 Each Redeemable on 7-Feb-2019 (SBMIB III – 7 years) 0.25 0.25 - -

12.75% Non-Convertible Debentures of Face value ` 1,000 Each Redeemable on 18-Jan-2019 (SBMIB I – 7 years) 1.16 1.16 - -

12.75% Non-Convertible Debentures series N7 of Face value ` 1,000 Each Redeemable on 17-Sep-2018 451.09 451.09 - -

12.75% Non-Convertible Debentures series N6 of Face value ` 1,000 Each Redeemable on 17-Sep-2018 600.38 600.38 - -

12.75% Non-Convertible Debentures series N5 of Face value ` 1,000 Each Redeemable on 17-Sep-2018 3,948.52 3,948.52 - -

12.25% Non-Convertible Debentures of Face value ` 1,000 Each Redeemable on 04-Apr-2018 (SBDB VI – 6 years) 1.76 1.76 - -

12.25% Non-Convertible Debentures of Face value ` 1,000 Each Redeemable on 30-Mar-2018 (SBDB IV – 6 years) 1.44 1.44 - -

12.25% Non-Convertible Debentures of Face value ` 1,000 Each Redeemable on 30-Mar-2018 (SBDB V – 6 years) 1.79 1.79 - -

12.25% Non-Convertible Debentures of Face value ` 1,000 Each Redeemable on 1-Mar-2018 (SBDB III – 6 years) 2.41 2.41 - -

12.25% Non-Convertible Debentures of Face value ` 1,000 Each Redeemable on 7-Feb-2018 (SBDB II – 6 years) 2.54 2.54 - -

12.25% Non-Convertible Debentures of Face value ` 1,000 Each Redeemable on 23-Jan-2018 (SBDB I – 6 years) 3.76 3.76 - -

12.75% Non-Convertible Debentures of Face value ` 1,000 Each Redeemable on 30-Mar-2017 (SBMIB VII – 5 years) 2.33 2.33 - -

12.75% Non-Convertible Debentures of Face value ` 1,000 Each Redeemable on 30-Mar-2017 (SBMIB VI – 5 years) 3.23 3.23 - -

12.75% Non-Convertible Debentures of Face value ` 1,000 Each Redeemable on 2-Mar-2017 (SBMIB V – 5 years) 3.13 3.13 - -

12.75% Non-Convertible Debentures of Face value ` 1,000 Each Redeemable on 23-Feb-2017 (SBMIB IV – 5 years) 3.79 3.79 - -

12.75% Non-Convertible Debentures of Face value ` 1,000 Each Redeemable on 7-Feb-2017 (SBMIB II – 5 years) 3.30 3.30 - -

12.75% Non-Convertible Debentures of Face value ` 1,000 Each Redeemable on 7-Feb-2017 (SBMIB III – 5 years) 4.77 4.77 - -

12.75% Non-Convertible Debentures of Face value ` 1,000 Each Redeemable on 18-Jan-2017 (SBMIB I – 5 years) 4.27 4.27 - -

Total 9,370.91 6,820.91 - -

5.2.1 For these non convertible debentures, the company has a call option, after 5 years from the date of allotment subject to prior approval from the Reserve Bank of India for redemption. These non convertible debentures do not have any put option.





5.3. TERM LOANS FROM BANkS - SECURED:

(` in Millions)

Maturities Non current

As at March 31, 2015 As at March 31, 2014

1-3 years 3 years & above

Total 1-3 years 3 years & above

Total

Rate of interest *

10.01 % to 11.00 % 26,573.46 5,592.08 32,165.54 - - -

11.01 % to 12.00 % 9,486.67 2,155.00 11,641.67 16,531.36 5,748.71 22,280.07

12.01 % to 13.00 % - - - 5,088.90 1,572.30 6,661.20

Total 36,060.13 7,747.08 43,807.21 21,620.26 7,321.01 28,941.27

*The rate of interest for the above term loans is linked to the base rates of the banks and is subject to change from time to time. The above categorisation of loans has been based on the interest rates, prevalent as on the respective reporting dates.

6. PROVISIONS:(` in Millions)

Particulars Non Current CurrentAs at

March 31, 2015As at March

31, 2014As at

March 31, 2015As at

March 31, 2014Provision for employee benefitsProvision for leave encashment 18.00 18.87 8.05 5.70Provision for gratuity (Refer Note -20.1) - - 1.74 38.59Sub-Total (A) 18.00 18.87 9.79 44.29Other provisionsProvision for standard assets 453.57 253.82 - -Provision for expenses - - 511.16 337.42Provision for tax (Net of advance tax & tax deducted at source) - - - 85.87Proposed preference dividend - - 35.98 -Dividend distribution tax on proposed dividend - - 7.32 -Sub-Total (B) 453.57 253.82 554.46 423.29Total (A+B) 471.57 272.69 564.25 467.58

7. SHORT TERM BORROWINGS:(` in Millions)



SecuredCash credit from banks 3,468.72 3,277.51Term loan from banks 1,700.00 500.00Loan from Financial Institution 1,000.00 -Sub-Total (A) 6,168.72 3,777.51UnsecuredInter corporate deposit - 50.00Commercial Paper 25,400.00 23,310.00Less : Unexpired discount on commercial paper (298.15) (252.40)Sub-Total (B) 25,101.85 23,107.60Total (A + B) 31,270.57 26,885.11

The above secured borrowings are secured by way of first pari-passu charge over the current assets in the form of receivables, book debts, bills, outstanding monies receivables including future movable assets, other than those specifically charged. Out of the above secured borrowings, ` 5,166.11 million (Previous Year ` 3,747.56 million) are also guaranteed by holding Company IIFL Holdings Limited (Formerly India Infoline Limited).



8. OTHER CURRENT LIABILITIES: (` in Millions)



Current maturities of long term borrowingsSecured non convertible debentures 500.00 4,086.21Loans from banks 13,108.83 12,521.99Sub-total (Refer Note-5) 13,608.83 16,608.20OthersPayable to group company 6.87 2.88Interest accrued but not due on borrowings 2,324.64 2,004.16Payables on account of assignments / securitization transactions 844.22 287.29Advances from customers 783.63 517.32Contractually reimbursable expenses 77.42 99.96Income received in advance 66.91 70.25Statutory remittances 47.53 40.40Employees salary & benefit payable 192.89 176.55Other payables 17.31 25.01Sub-total 4,361.42 3,223.82Total 17,970.25 19,832.02

9. TANGIBLE ASSETS: (` in Millions)

Particulars Computer Electrical Equipment

Furniture And Fixture

Office Equipment

Premises Vehicles Total

Cost or valuation as at April 01,2014 133.82 334.22 744.32 340.99 283.64 - 1,836.98Additions 1.78 19.70 47.61 13.84 - 5.50 88.43Deductions / Adjustments (3.62) (4.24) (35.88) (4.81) - - (48.55)As at March 31,2015 131.98 349.68 756.05 350.03 283.64 5.50 1,876.87DepreciationUpto April 01,2014 108.23 176.97 411.82 169.07 11.86 - 877.95Depreciation for the year 21.85 71.85 138.26 65.72 14.18 0.24 312.11Deductions / Adjustments (3.39) (3.04) (29.48) (3.62) - - (39.54)Upto March 31,2015 126.69 245.78 520.59 231.17 26.04 0.24 1,150.52Net Block as at March 31,2015 5.29 103.89 235.45 118.86 257.60 5.26 726.34Net Block as at March 31,2014 25.59 157.24 332.50 171.92 271.78 - 959.03

10. INTANGIBLE ASSETS:(` in Millions)

Particulars AmountSoftware/Intangible assetsCost or valuation as at April 1, 2014 6.25Additions -Deductions / adjustments during the year -As at March 31, 2015 6.25AmortisationAs at April 1, 2014 6.03Amortisation for the year 0.10Deductions / adjustments during the year -Up to March 31, 2015 6.13Net Block as at March 31, 2015 0.12Net Block as at March 31, 2014 0.22





11. NON – CURRENT INVESTMENTS :

(` in Millions)

Particulars Face Value in `


Number Amount Number Amount

Unquoted, Trade, Long Term (Valued at cost)

Investment in subsidiary:

Equity shares:

India Infoline Housing Finance Limited. (Fully paid up) 10 10,900,000 1,005.00 10,900,000 1,005.00

Preference shares:

India Infoline Housing Finance Limited - 10% Redeemable (Fully paid up)

10 20,000,000 300.00 20,000,000 300.00

India Infoline Housing Finance Limited - 6% compulsorily convertible cumulative redeemable (Fully paid up)

10 25,000,000 250.00 135,000,000 1,350.00

Sub-total (A) 1,555.00 2,655.00

Unquoted, Non Trade, Long Term (Valued at cost)

Equity Shares:

Credit Information Bureau (India) Limited 10 250,000 155.00 -

Sub-total (B) 155.00 -

Non Convertible Debentures:

Arch Agro Industries Limited 10,000 13,073 130.73 13,073 130.73

Assotech Limited 100,000 4,680 468.00 4,160 416.00

Neptune Developers Limited 100,000 - - 800 80.00

Pratibha Impex Private Limited 100,000 - - 100 10.25

Roseberry Developers Private Limited 100,000 2,400 240.00 3,200 320.00

Roseberry Developers Private Limited- (Series B) 100,000 3,000 300.00 4,500 450.00

Ruchi Priya Developers Private Limited 100,000 7,425 742.50 6,000 600.00

Sankalp Siddhi Developers Private Limited 100,000 - - 3,011 301.10

Shambhavi Realty Private Limited 100,000 959 95.92 6,074 607.40

Sheth Buildwell Private Limited 100,000 2,580 258.00 51 5.10

Sumit Realty Private Limited 100,000 - - 1,050 105.00

Sutlej Housing Private Limited 100,000 700 70.00 1,000 100.00

Parinee Realty Private Limited 100,000 3,723 372.27 - -

Renaissance Indus Infra Private Limited 100,000 10,000 1,000.00 - -

Galleria Developers Private Limited- (Series C) 100,000 857 85.71 - -

Wadhwa Group Holdings Private limited 100,000 11,500 1,150.00 - -

Less: Provision for diminution in the value of investment (Refer Note – 24)

- (26.14) - -

Sub-total (C) 4,886.99 3,125.58

Market Linked Debenture

Reliance Capital Limited (Refer Note – 11.1) 100,000 448 44.80 448 44.80

Sub-Total (D) 44.80 44.80

Grand Total (A+B+C+D) 6,641.79 5,825.38

11.1 Held to cover possible payout in respect of certain structured products issued by the Company.



12. DEFERRED TAX ASSETS:

The Company recognized deferred tax assets since the management is reasonably/virtually certain of its profitable operations in future. As per Accounting Standard 22 ‘Accounting for Taxes on Income’, the timing differences mainly relates to following items and result in a net deferred tax asset:

(` in Millions)Sr. No.



a. On provision for doubtful debts 380.15 234.24b. On provision for standard assets 156.97 86.27c. On depreciation 209.41 149.23d. On gratuity 0.60 13.12e. On provision for expenses 52.27 -

Total 799.40 482.86

13. LOANS & ADVANCES: (` in Millions)


March 31, 2015As at

March 31, 2014As at

March 31, 2015As at

March 31, 2014Loans & Advances

- Secured, considered good 34,579.15 30,334.30 82,876.58 61,689.98 - Secured, considered doubtful (Non-performing loans) 1,405.17 449.62 224.00 385.70 - Unsecured, considered good - - - - Less : Provision for doubtful Loans (637.94) (120.10) (321.81) (423.20)Sub-total (A) 35,346.38 30,663.82 82,778.77 61,652.48Others loans & advances Dues from customers: - Secured, considered good - - 7,127.96 4,302.56 - Secured, considered doubtful (Non-performing loans) - - 51.66 20.45 - Unsecured, considered good - - 5.73 17.78Deposits given 177.65 179.47 - 200.00Deposits with exchanges - - 55.00 55.00Capital advances: - - - - - Secured - - - - - Unsecured 11.08 12.18 - -Advance Income tax (Net of provision for tax & tax deducted at source) 88.52 - - -Sub-Total (B) 277.25 191.65 7,240.35 4,595.79Total (A+B) 35,623.63 30,855.47 90,019.12 66,248.27

14. OTHER ASSETS:(` in Millions)


March 31, 2015As at

March 31, 2014As at

March 31, 2015As at

March 31, 2014Unamortized debenture issue expenses 48.87 166.34 120.29 86.75

Prepaid expenses 68.86 - 127.40 178.18Service tax input credit receivable - - 3.03 39.70Staff loans - - 1.55 0.58Others - - 90.79 343.15Total 117.73 166.34 343.06 648.36





15. CURRENT INVESTMENTS: (VALUED AT COST OR MARkET VALUE WHICHEVER IS LOWER UNLESS STATED OTHERWISE):

(` in Millions)




Quoted, Non-Trade, Current

Bonds:

8.10% HUDCO -2022 1,000 - - 2,000 1.93

8.41% IIFCL -2024 1,000 - - 15,000 15.22

8.48% IIFCL -2028 1,000,000 - - 21 21.72

8.48% IRFC -2028 1,000,000 - - 50 51.38

8.50% NHAI -2029 1,000 - - 15,000 15.04

8.63% NHB -2029 5,000 - - 7,524 38.26

8.41% NTPC -2023 1,000 - - 8,422 8.62

8.67% PFC -2023 1,000 - - 44,000 45.16

8.48% NHAI -2028 1,000,000 90 98.39 - -

Sub-total (A) 98.39 197.33

Government Securities:

7.16% Government security – 2023 100 5,000,000 450.50 5,000,000 450.50

8.40% Government security – 2024 100 10,000,000 1,029.40 - -

Less: Provision for diminution in the value of investment - (11.75)

Sub-Total (B) 1,479.90 438.75

Mutual Funds:

HDFC FMP SR 30 10 - - 42,300,000 423.00

HDFC FMP SR 27 10 - - 5,097,100 52.85

Pramerica fixed duration fund SR5 1,000 - - 40,000 43.80

Kotak Bond plan A 10 12,114,297 483.30 - -

HDFC monthly Income plan-long term plan-growth 10 17,878,898 508.30 - -

Birla Sunlife Income plus growth 10 7,493,687 470.80 - -

Reliance fixed horizon fund 10 20,000,000 200.00 - -

ICICI Prudential value fund series 6 (D) 10 500,000 5.00 - -

ICICI Prudential value fund series 6 (G) 10 2,500,000 25.00 - -

Birla Sunlife fixed term plan SR IP regular 10 3,500,000 38.76 - -

Subtotal (C) 1,731.16 519.65

Total Quoted Investment (A+B+C) {I} 3,309.45 1,155.73

Unquoted , Non- Trade ,Current

Mutual Funds:

DWS ultra short term fund(Refer note – 15.1) 10 73,501,223 1,130.00 46,634,954 700.00

IIFL short term income fund 10 - - 1,000,000 10.00

IIFL India growth fund 10 11,230,487 120.00 - -

IIFL liquid fund regular growth 1,000 8,986 10.00 - -

Subtotal (D) 1,260.00 710.00



(` in Millions)





Assotech Limited 100,000 520 52.00 1,040 104.00

Galleria Mall Developers Private Limited 100,000 - - 3,378 337.84

Galleria Mall Developers Private Limited-Series C 100,000 - - 2,285 228.56


Pratibha Impex Private Limited 100,000 137 13.67 307 30.75

Roseberry Developers Private Limited- Series B 100,000 2,000 200.00 500 50.00

Roseberry Developers Private Limited 100,000 1,600 160.00 800 80.00



Wadhwa Constructions and Infrastructures Private Limited 100,000 5,000 500.00 5,000 500.00

Wadhwa Group Holdings Private Limited 100,000 - - 11,500 1,150.00

Ruchi Priya Developers Private Limited 100,000 2,000 200.00 - -

Sutlej Housing Private Limited 100,000 300 30.00 - -


Sub Total (E) 1,758.40 3,191.93

Mutual Funds

JP Morgan mutual fund 10 - - 9,307,871 97.79

IIFL Income opportunities fund 10 9,890,182 102.91 8,530,293 85.56

IIFL National Development agenda fund 10 9,713,024 100.00 - -

IIFL Income opportunities - special situation class B 10 5,857,833 59.53 - -

IIFL Real Estate fund (Domestic) series 1 class B 10 214 0.00 - -

IIFL Real Estate fund (Domestic) series 1 class C 57 7,500,000 554.54 - -

Subtotal (F) 816.98 183.35

Preference Shares

16.06% -IL & FS Limited 7,500 - 2,256 28.20

Subtotal (G) - 28.20

Total Unquoted Investment (D+E+F+G) {II} 3,835.38 4,113.48

- -

Grand Total {I+II} 7,144.83 5,269.21

Aggregate cost of quoted mutual fund units 1,731.16 519.66

NAV of quoted mutual fund units 1,735.60 521.60

Aggregate cost of quoted Investments 3,309.45 1,155.74

Aggregate market value of quoted Investments 3,356.73 1,171.52

Aggregate cost of unquoted Investments 3,835.37 4,113.48

15.1 Investment in units of DWS mutual fund made by the Company is subject to pledge / lien of Deutsche Bank for overdraft facility provided to IIFL Realty Ltd, the fellow subsidiary.





16. INVENTORIES (VALUED AT LOWER OF COST OR NET REALISABLE VALUE):

(` in Millions)



Options (Refer note – 16.1) Strike Price

Nifty Call 26-06-2014 4,500 - - 13,550 15.51

Nifty Call 26-06-2014 4,600 - - 9,000 10.62

Nifty Call 26-06-2014 6,500 - - (10,000) (2.95)

Sub-total - 23.18

Non convertible Debentures (Refer note – 16.1) Face Value

Equity linked non convertible debentures of Macquarie Finance (India) Private Limited

100,000 - 473 47.30

Sub-total - 47.30

Total - 70.48

Aggregate market value - 133.83


17. CASH AND BANk BALANCE: (` in Millions)

Particulars CurrentAs at

March 31, 2015As at

March 31, 2014Cash and Cash EquivalentsCash on hand 443.83 225.77 Balance with Banks: - - - In Current accounts 7,260.20 4,081.37 Subtotal (A) 7,704.03 4,307.14 Other Banks Balances:Deposits pledged with banks as margin for credit enhancement/ guarantees for credit enhancement/ lien against loans taken (Refer Note -17.1)

2,419.72 1,297.70

Deposits with original maturity for more than three months but less than twelve months(Refer Note -17.1)

2.08 58.68

Subtotal (B) 2,421.80 1,356.38 Total (A+B) 10,125.83 5,663.52

17.1. DETAILS OF FIXED DEPOSITS: (` in Millions)

Breakup of Fixed Deposit AmountLien marked* 1,351.25 First loss credit enhancement 946.07 Second loss credit enhancement 106.47 Free fixed deposits 2.08 Interest accrued on fixed deposits 15.93

2,421.80

*Out of the total lien marked Fixed Deposit of ` 1,351.25 million, ` 550.00 million has been lien marked in favour of IIFL Realty Ltd.; ` 200.00 million in favour of India Infoline Insurance Brokers Ltd. and ` 130.00 million in favour of India Infoline Media Research Services Ltd.



18. REVENUE FROM OPERATIONS: (` in Millions)

Particulars 2014-2015 2013-2014Income from financing activities 21,492.91 17,234.55 Profit from sale of investments (Net) 285.67 263.05 Dividend Income 100.78 79.69 Total 21,879.36 17,577.29

19. OTHER INCOME:(` in Millions)

Particulars 2014-2015 2013-2014Processing fee 357.08 395.95 Interest on fixed deposits 154.91 74.94 Administration fee & other charges from customer 263.86 179.02 Miscellaneous income 136.09 426.08 Total 911.94 1,075.99

20. EMPLOYEE BENEFIT EXPENSES: (` in Millions)

Particulars 2014-2015 2013-2014Salaries 1,872.36 1,533.22 Contribution to and provision for : - - - Provident and other funds (Refer note - 20.2) 75.44 29.49 - Leave encashment 12.24 12.19 - Gratuity 4.89 9.65 Staff welfare expenses 68.02 41.36 Total 2,032.95 1,625.91

20.1 DISCLOSURE PURSUANT TO ACCOUNTING STANDARD (AS) 15 REVISED “EMPLOYEE BENEFIT”:

(` in Millions)

Particulars 2014-2015 2013-2014

Assumptions

Discount rate 7.89% 9.14%

Salary escalation 5.00% 5.00%

Rate of return on plan assets 7.89% 8.70%

Change in benefit obligation

Liability at the beginning of the year 40.31 28.71

Interest cost 3.68 2.30

Current service cost 14.60 14.09

Liability transferred in 2.19 3.84

Liability transferred out (0.73) (0.19)

Benefit paid (3.08) (2.01)

Actuarial (Gain)/loss on obligations (13.12) (6.43)

Liability at the end of the year 43.85 40.31

Amount recognised in the Balance Sheet

Liability at the end of the year (43.85) (40.31)

Fair value of plan assets at the end of the year 42.11 1.72

Funded status (Surplus) (1.74) (38.59)

Net (Liability)/Asset recognised in the Balance Sheet (1.74) (38.59)





(` in Millions)

Particulars 2014-2015 2013-2014

Expense recognised in profit and loss statement

Liability transferred in

Interest cost 3.68 2.30

Current service cost 14.60 14.09

Expected return on plan assets (0.15) (0.30)

Benefit paid - -

Actuarial (Gain)/loss (13.25) (6.44)

Expense recognised in profit and loss statement 4.89 9.65

Balance sheet reconciliation

Opening net liability 38.59 25.29

Net transfer in 2.19 3.84

Net transfer out (0.73) (0.19)

Expenses as above 4.89 9.64

Employers contribution (43.20) -

Net Liability/(Asset) recognised in the Balance Sheet 1.74 38.58

20.2 DEFINED CONTRIBUTION PLANS:

The Company has also recognised the following amount as an expense: (` in Millions)

Particulars 2014-2015 2013-2014

Contribution to provident and other fund 54.07 8.40

21. FINANCE COST:

` in Millions

Particulars 2014-2015 2013-2014

Interest expense 12,488.58 10,462.99

Other borrowing cost 213.89 239.59

Total 12,702.47 10,702.58

22. DEPRECIATION AND AMORTISATION EXPENSES:

(` in Millions)

Particulars 2014-2015 2013-2014

Depreciation on Tangible Assets (Refer Note -9) 312.11 386.96

Amortisation of Intangible Assets (Refer Note -10) 0.10 0.19

Total 312.21 387.15



23. OTHER EXPENSES:

(` in Millions)

Particulars 2014-2015 2013-2014

Advertisement 51.07 75.53

Books & periodicals 0.78 0.87

Bank charges 47.03 108.99

Communication 80.15 82.51

Corporate social responsibility expenses (Refer Note -39) 13.70 -

Direct operating expenses 1,091.61 751.44

Electricity charges 94.16 96.54

Exchange & statutory charges 25.64 8.34

Insurance premium 53.49 0.64

Legal & professional fees 147.97 135.75

Loss on sale of fixed assets 2.41 18.93

Marketing expenses 333.46 408.19

Membership & subscription charges 0.10 0.86

Miscellaneous expenses 7.95 2.28

Office expenses 350.42 339.90

Postage & courier 22.18 37.87

Printing & stationery 53.07 74.24

Rent 485.48 494.45

Rates & taxes 1.18 5.22

Repairs & Maintenance:

- Computer 7.85 2.28

- Others 40.01 47.24

Remuneration to Auditors:

- Audit fees 1.19 1.03

- Certification expenses 0.05 0.03

- Out of pocket expenses 0.07 0.04

Software charges 6.70 33.76

Travelling & conveyance 180.76 162.31

Total 3,098.48 2,889.24

24. PROVISIONS AND WRITE OFF:

(` in Millions)

Particulars 2014-2015 2013-2014

Bad debts written off 43.22 32.43

Provision for contingencies 258.01 43.42

Provision for diminution in the value of Investments 14.40 11.75

Provision for doubtful loans (Non Performing Assets) 416.45 243.81

Provision for standard loans 199.75 43.50

Total 931.83 374.91





25. BASIC AND DILUTED EARNINGS PER SHARE (EPS) COMPUTED IN ACCORDANCE WITH ACCOUNTING STANDARD (AS) 20 “EARNINGS PER SHARE”:

(` in Millions)Particulars As at

March 31, 2015As at

March 31, 2014Basic EPSProfit after tax as per statement of profit and loss 2,477.26 1,794.62 Less: Preference dividend & DDT on preference dividend 43.30 - Profit after tax attributable to equity shareholders A 2,433.96 1,794.62 Weighted average number of equity shares outstanding B 237,154,030 237,154,030 Basic EPS (`) A/B 10.3 7.6 Diluted EPSProfit after tax as per statement of profit and loss 2,477.26 1,794.62 Less: Preference dividend & DDT on preference dividend 43.30 - Profit after tax attributable to equity shareholders C 2,433.96 1,794.62 Weighted average number of equity shares outstanding 237,154,030 237,154,030 Add: Potential equity shares on account of conversion - - Weighted average number of equity shares outstanding D 237,154,030 237,154,030 Diluted EPS (`) C/D 10.3 7.6 Face value per share 10.0 10.0

26. CONTINGENT LIABILITIES AS ON MARCH 31, 2015 ARE AS FOLLOWS: (` in Millions)

Sr. No.



(i) In respect of Income tax demands (Refer note – 26.1) 161.87 79.32 (ii) Legal suits filed by the consumers in consumer forum and civil court 0.20 -

Total 162.07 79.32

26.1 The Company has filed appeal against the said demands raised by the department.

27. The Company is subject to legal proceedings and claims which have arisen in the ordinary course of the business. The Company’s management does not reasonably expect that these legal actions, when ultimately concluded and determined, will have material and adverse effect on the Company’s financial position.

28. UNDISBURSED SANCTIONED LOANS: As on the balance sheet date there were undisbursed sanctioned loans of ` 19,413.24 million.

29. As on the Balance Sheet date, there were outstanding commitments of capital expenditure of ` 5.06 million (Net of advances) (Previous Year ` 39.10 million), out of the total contractual obligation entered up to the end of the year.

30. DETAILS OF PROPOSED PREFERENCE DIVIDEND:

(` in Millions)Particulars 2014-2015 2013-2014Proposed DividendOn 8% Compulsorily Redeemable Non- Convertible Non Cumulative Preference Shares of ̀ 10 each ` 0.8 Per share -Number of shares 75,000,000 -Dividend (A) 30.25 On 8% Compulsorily Redeemable Non Convertible Cumulative Preference Shares of ` 10 each ` 0.8 Per share -Number of shares 100,000,000 -Dividend (B) 3.07 On 9.25% Compulsorily Redeemable Non Convertible Cumulative Preference shares of ` 10 each ` 0.9 Per share -Number of shares 150,000,000 -Dividend (C) 2.66 Total (A+B+C) 35.98 -The above dividend is calculated from the allotment date till 31st March, 2015.



31. The Company has taken office premises on operating lease at various locations. Lease rents in respect of the same have been charged to statement of Profit and Loss. The agreements are executed for a period ranging 1 to 5 years with a renewable clause. Some agreements have a clause for a minimum lock-in period. The agreements also have a clause for termination by either party giving a prior notice period between 30 to 180 days. The minimum Lease rentals outstanding as at March 31, 2015 are as under:

(` in Millions)

Minimum Lease Payments As at March 31, 2015


Upto One year 50.80 49.74

One to Five years 0.95 2.06

Total 51.75 51.80

32. The Company operates from and uses the premises, infrastructure and other facilities and services as provided to it by its holding Company/group companies, which are termed as ‘Shared Services’. Hitherto, such shared services consisting of administrative and other revenue expenses paid for by the Company were identified and recovered/recoverable from them based on reasonable management estimates, which are constantly refined in the light of additional knowledge gained relevant to such estimation. These expenses are recovered on an actual basis and the estimates are used only where actual were difficult to determine.

33. Segment Reporting:

In the opinion of the management, there is only one reportable business segment (Financing & Investing) as envisaged by Accounting Standard - 17 ‘Segment Reporting’, issued by the Institute of Chartered Accountants of India. Accordingly, no separate disclosure for segment reporting is required to be made in the financial statements of the Company. Secondary segmentation based on geography has not been presented as the Company operates primarily in India and the Company perceives that there is no significant difference in its risk and returns in operating from different geographic areas within India.

34. Details of Dues to Micro, Small and Medium Enterprises:

Other current liabilities includes ` Nil/- (Previous year: ` Nil) payable to “Suppliers” registered under the Micro, Small and Medium Enterprises Development Act, 2006. No interest has been paid / is payable by the Company during the year to “Suppliers” registered under this act. The aforementioned is based on the responses received by the Company to its inquiries with suppliers with regard to applicability under the said Act.

35. Return on Assets:

The return on assets for the financial year 2014-15 was 1.8% (Previous year 1.6%).

36. During the year under review, the Company had come across frauds totalling to ` 41.46 million (Previous year ` 28.12 million) in respect of our lending operations. Out of the above ` 23.32 million (Previous year ` 6.08 million) has already been recovered. Suitable action has been taken by the Company to recover the balance amounts.

37. As on March 31, 2015 the gold loan portfolio comprises 24.85% (Previous year 33.27%) of the total assets of the Company.

38. DISCLOSURES IN RESPECT OF APPLICABILITY OF AS – 18 RELATED PARTY DISCLOSURES.

(a) Related parties where control exists:

Nature of relationship Name of partyHolding Company IIFL Holdings Limited (Formerly India Infoline Limited)Direct Subsidiaries India Infoline Housing Finance LimitedFellow Subsidiaries India Infoline Commodities Limited

India Infoline Media & Research Services LimitedIIFL Capital LimitedIndia Infoline Limited (Formerly India Infoline Distribution Company Limited)India Infoline Insurance Services LimitedIndia Infoline Insurance Brokers LimitedIIFL Wealth Management LimitedIIFL Realty Limited

India Infoline Commodities DMCC





Nature of relationship Name of partyIIFL Wealth (UK) LimitedIIFL Capital Inc. IIFL Asset Reconstruction Company Limited

Group Companies IIFL Distribution Services Limited (Formerly IIFL Distribution Services Private Limited)IIFL Investment Advisor and Trustee Services Limited (Formerly IIFL Trustee Services Limited)India Alternative Investment Advisors Private LimitedIndia Infoline Trustee Company LimitedIndia Infoline Asset Management Company LimitedIIFL Alternate Asset Advisors LimitedIIFL (Asia) Pte. LimitedIIFL Capital Pte. LimitedIIFL Securities Pte. LimitedIIFL Private Wealth Hong Kong LimitedIIFL Private Wealth (Mauritius) LimitedIIFL Private Wealth Management (Dubai) LimitedIIFL Inc.IIFL Private Wealth (Suisse) SA.IIFL Properties Private Limited (Formerly Ultra Sign and Display Private Limited)India Infoline Foundation

key Managerial Personnel Nirmal JainMukesh Kumar Singh (Upto March 25,2015)Rajashree Nambiar (W.e.f January 29,2015)

Other related parties R. VenkataramanMadhu Jain (Spouse of Mr. Nirmal Jain)Valentino S. Peter (Spouse of Mrs. Rajashree Nambiar)Orpheus Trading Private LimitedArdent Impex Private Limited

(b) Significant Transaction with Related Parties: (` in Millions)

Nature of Transaction Holding Company

Fellow Subsidiaries

Direct Subsidiaries

Group Companies

key Management

Personnel

Total

Interest IncomeIndia Infoline Limited (Formerly India Infoline Distribution Company Limited)

- 0.16 - - - 0.16- (0.76) - - - (0.76)

IIFL Holdings Limited (Formerly India Infoline Limited)

7.83 - - - - 7.83- - - - - -

India Infoline Housing Finance Limited - - 51.81 - - 51.81- - (82.50) - - (82.50)

IIFL Wealth Management Limited - 7.74 - - - 7.74- (50.90) - - - (50.90)

India Infoline Media and Research Services Limited

- 2.75 - - - 2.75- - - - - -

IIFL Realty Limited - 7.69 - - - 7.69- - - - - -

India Infoline Commodities Limited - 2.90 - - - 2.90- - - - - -




(` in Millions)Nature of Transaction Holding

CompanyFellow

SubsidiariesDirect

SubsidiariesGroup

Companieskey

Management Personnel

Total

IIFL Distribution Services Limited (Formerly IIFL Distribution Services Private Limited)

- - - - - -- - - (1.30) - (1.30)

India Infoline Insurance Brokers Limited - 0.42 - - - 0.42- - - - - -

IIFL Capital Limited - 3.23 - - - 3.23- - - - - -

India Alternative Investment Advisors Private Limited

- 2.80 - - - 2.80- - - - - -

Interest ExpenseIndia Infoline Limited (Formerly India Infoline Distribution Company Limited)

- 0.11 - - - 0.11- (0.41) - - - (0.41)


3.50 - - - - 3.50- - - - - -

IIFL Wealth Management Limited - 4.30 - - - 4.30- (0.01) - - - (0.01)

India Infoline Commodities Limited - - - - - -- (0.84) - - - (0.84)

India Infoline Insurance Brokers Limited - - - - - -- - - - - -

India Infoline Housing Finance Limited - - 31.36 - - 31.36- - - - - -

India Infoline Asset Management Company Limited

- - - 0.99 - 0.99- - - - - -

Service Charges IncomeIndia Infoline Housing Finance Limited - - 6.98 - - 6.98

- - - - - -Referral Fees IncomeIIFL Wealth Management Limited - 42.58 - - - 42.58

- (69.57) - - - (69.57)Arranger/Management /Marketing Support / Processing fees / Advisory expensesIndia Infoline Limited (Formerly India Infoline Distribution Company Limited)

- - - - - -- (1.00) - - - (1.00)


- - - - - -- (34.81) - - - (34.81)

IIFL Wealth Management Limited - - - - - -- (50.29) - - - (50.29)

IIFL Realty Limited - - - - - -- (11.85) - - - (11.85)

IIFL Alternate Advisors Limited - 0.95 - - - 0.95- - - - - -

Rent ExpensesIIFL Realty Limited - 71.00 - - - 71.00

- (8.19) - - - (8.19)IIFL Properties Private Limited (Formerly Ultra Sign and Display Private Limited)

- 0.38 - - - 0.38- - - - - -

Commission/ Brokerage ExpenseIIFL Wealth Management Limited - - - - - -

- (0.55) - - - (0.55)India Infoline Limited (Formerly India Infoline Distribution Company Limited)

- 0.32 - - - 0.32- (0.20) - - - (0.20)

Director’s RemunerationDirector’s Remuneration - - - - 46.72 46.72

- - - - (8.31) (8.31)






CompanyFellow

SubsidiariesDirect

SubsidiariesGroup

Companieskey


Total

Preference DividendIndia Infoline Housing Finance Limited - - 35.00 - - 35.00

- - (40.61) - - (40.61)Equity DividendIIFL Holdings Limited (Formerly India Infoline Limited)

586.17 - - - - 586.17(586.17) - - - - (586.17)

ICD Taken India Infoline Limited (Formerly India Infoline Distribution Company Limited)

360.00 - - - 360.00- (1,200.00) - - - (1,200.00)


3,190.00 - - - - 3,190.00- - - - - -

IIFL Wealth Management Limited - 1,467.58 - - - 1,467.58- - - - - -



- - - 300.00 - 300.00- - - - - -

ICD ReturnedIndia Infoline Limited (Formerly India Infoline Distribution Company Limited)

- 360.00 - - - 360.00- (1,200.00) - - - (1,200.00)


3,190.00 - - - - 3,190.00- - - - - -




- - - 300.00 - 300.00- - - - - -

ICD GivenIndia Infoline Limited (Formerly India Infoline Distribution Company Limited)

- 500.00 - - - 500.00- (2,300.00) - - - (2,300.00)


500.00 - - - - 500.00- - - - - -


- 97.50 - - - 97.50- - - - - -

India Infoline Housing Finance Limited - - 4,708.50 - - 4,708.50- - (4,007.00) - - (4,007.00)

IIFL Wealth Management Limited - 2,543.42 - - - 2,543.42- (1,631.00) - - - (1,631.00)





- - - - - -- - - (300.00) - (300.00)

IIFL Capital Limited - 1,069.50 - - - 1,069.50- - - - - -


- 40.00 - - - 40.00- - - - - -

ICD Received Back India Infoline Limited (Formerly India Infoline Distribution Company Limited)

- 500.00 - - - 500.00- (2,300.00) - - - (2,300.00)




CompanyFellow

SubsidiariesDirect

SubsidiariesGroup

Companieskey


Total


500.00 - - - - 500.00- - - - - -


- 97.50 - - - 97.50- - - - - -

India Infoline Housing Finance Limited - - 4,708.50 - - 4,708.50- - (4,007.00) - - (4,007.00)

IIFL Wealth Management Limited - 2,543.42 - - - 2,543.42- (1,631.00) - - - (1,631.00)




IIFL Capital Limited - 1,069.50 - - - 1,069.50- - - - - -


- 40.00 - - - 40.00- - - - - -


- - - - - -- - - (300.00) - (300.00)

Advance TakenIndia Infoline Limited (Formerly India Infoline Distribution Company Limited)

- - - - - -- (7.00) - - - (7.00)

India Infoline Housing Finance Limited - - - - - -- - (50.00) - - (50.00)


Advance ReturnedIndia Infoline Limited (Formerly India Infoline Distribution Company Limited)

- - - - - -- (7.00) - - - (7.00)

India Infoline Housing Finance Limited - - - - - -- - (50.00) - - (50.00)


Advance GivenIndia Infoline Housing Finance Limited - - - - - -

- - (80.00) - - (80.00)Advance Received BackIndia Infoline Housing Finance Limited - - - - - -

- - (80.00) - - (80.00)Sale of Investment (Net)IIFL Holdings Limited (Formerly India Infoline Limited)

- - - - - -- - - - - -

India Infoline Housing Finance Limited - - 1,009.78 - - 1,009.78- - - - - -


Purchase of Investment (Net)India Infoline Limited (Formerly India Infoline Distribution Company Limited)

- 897.06 - - - 897.06- (1,389.50) - - - (1,389.50)







CompanyFellow

SubsidiariesDirect

SubsidiariesGroup

Companieskey


Total

Allocation / Reimbursement of expenses paidIndia Infoline Limited (Formerly India Infoline Distribution Company Limited)

- 205.56 - - - 205.56- (347.82) - - - (347.82)


- - - - - -- - - - - -


- 0.04 - - - 0.04- - - - - -


Allocation / Reimbursement of expenses paid othersIndia Infoline Limited (Formerly India Infoline Distribution Company Limited)

- 30.94 - - - 30.94- (39.75) - - - (39.75)


5.47 - - - - 5.47- - - - - -


- 0.45 - - - 0.45- (23.42) - - - (23.42)

India Infoline Insurance services Limited - 1.19 - - - 1.19- (0.05) - - - (0.05)

IIFL Wealth Management Limited - - - - - -- (2.58) - - - (2.58)

India Infoline Housing Finance Limited - - 1.02 - - 1.02- - (17.90) - - (17.90)


- - - - - -- - - (0.01) - (0.01)


Allocation / Reimbursement of expenses receivedIndia Infoline Housing Finance Limited - - 26.87 - - 26.87

- - (21.21) - - (21.21)India Infoline Limited (Formerly India Infoline Distribution Company Limited)

- 73.27 - - - 73.27- - - - - -


Allocation / Reimbursement of expenses received othersIIFL Wealth Management Limited - - - - - -

- (0.14) - - - (0.14)India Infoline Limited (Formerly India Infoline Distribution Company Limited)

- 0.60 - - - 0.60- (4.07) - - - (4.07)


0.73 - - - - 0.73- - - - - -

India Infoline Insurance Brokers Limited - 0.12 - - - 0.12- (0.02) - - - (0.02)

IIFL Realty Limited - - - - - -- (0.00) - - - (0.00)


- 1.38 - - - 1.38- - - - - -

Sale of Preference SharesIndia Infoline Limited (Formerly India Infoline Distribution Company Limited)

- 500.00 - - - 500.00- - - - - -


600.00 - - - - 600.00- - - - - -

Capital Gains on Sale of Preference SharesIndia Infoline Limited (Formerly India Infoline Distribution Company Limited)

- 7.40 - - - 7.40 - - - - - -




CompanyFellow

SubsidiariesDirect

SubsidiariesGroup

Companieskey


Total


17.56 - - - - 17.56 - - - - - -

Allotment of Preference sharesIIFL Holdings Limited (Formerly India Infoline Limited)

1,250.00 - - - - 1,250.00 - - - - - -

IIFL Wealth Management Limited 2,000.00 - - - - 2,000.00 - - - - - -

Capital Gain on Sale of InvestmentIIFL Wealth Management Limited - 20.34 - - - 20.34

- - - - - - Sale of Portfolio (Assignment/Securitization)India Infoline Housing Finance Limited - - 834.76 - - 834.76

- - - - - - Guarantee CommissionIndia Infoline Media and Research Services Limited

- 0.15 - - - 0.15 - - - - - -

India Infoline Insurance Brokers Limited - 1.09 - - - 1.09 - - - - - -

IIFL Realty Limited - 2.38 - - - 2.38 - - - - - -

Payable towards Assignment TransactionIndia Infoline Housing Finance Limited - - 145.99 - - 145.99

- - - - - - Receipt towards Assignment TransactionIndia Infoline Housing Finance Limited - - 640.12 - - 640.12

- - - - - - Receipt towards Other TransactionIndia Infoline Housing Finance Limited - - 21.62 - - 21.62

- - - - - -

(c) Closing balance:

(` in Millions)


Fellow Subsidiaries

Direct Subsidiaries

Group Companies

key Management

Personnel

Total

Sundry payableIIFL Realty Limited - 6.87 - - - 6.87

- (2.88) - - - (2.88)

India Infoline Housing Finance Limited - - 58.34 - - 58.34

- - - - - -

India Infoline Commodities Limited - 0.18 - - - 0.18

- - - - - -

Collateral given (On behalf of)IIFL Realty Limited - 1,680.00 - - - 1,680.00

- (850.00) - - - (850.00)

IIFL Insurance Brokers Limited - 200.00 - - - 200.00

- (200.00) - - - (200.00)


- 130.00 - - - 130.00

- - - - - -




39. CORPORATE SOCIAL RESPONSIBILITY:

During the financial year 2014-15, the Company could spend ` 13.70 million out of the total amount of ` 44.36 million required to be spent as per section 135 of the Companies Act 2013 in respect of Corporate Social Responsibility. The Company aims to undertake CSR projects through selection, implementation and monitoring in a strategic and systematic manner, to ensure sustainable long-term impact. To this end, during the financial year 2014-15 the Company focused on establishing the system and process to enable the same. In the years to come, the Company envisages to enhance the scope of its CSR projects and increase the quantum of CSR expenditure into greater number of impact-driven projects.

40. Disclosure as required under notification no. DNBR. 009/CGM (CDS) -2015 dated March 27, 2015 issued by Reserve Bank of India:

i. Capital Adequacy Ratio:

(` in Millions)



CRAR (%) 18.02% 17.65%

CRAR - Tier I Capital (%) 11.26% 12.74%

CRAR - Tier II Capital (%) 6.76% 4.91%

Amount of subordinate debt raised as Tier- II capital 2,550.00 100.00

Amount raised by issue of perpetual debt Instruments. - -

ii. Disclosure of Investments:

(` in Millions)

Sr. No.



(1) Value of Investments(i) Gross value of Investments 13,812.76 11,094.59

(a) In India 13,812.76 11,094.59

(b) Outside India - -

(ii) Provision for depreciation/diminution 26.15 11.75

(a) In India 26.15 11.75


(iii) Net value of Investments 13,786.61 11,082.84

(a) In India 13,786.61 11,082.84


(2) Movement of provisions held towards depreciation on investments.(i) Opening Balance 11.75 -

(ii) Add: Provision made during the year 26.15 11.75

(iii) Less: Write -off / write-back of excess provisions during the year 11.75 -

(iV) Closing balance 26.15 11.75

iii. Disclosures pertaining to securitisation transactions: The Company sells loans through securitisation and direct assignment.

A) The information on securitisation of the Company as an originator in respect of securitization transaction done during the year is given below:

(` in Millions)

Particulars March 31, 2015 March 31, 2014

Total number of Loan Assets under par structure 47,071 66,322

Total book value of loan assets 4,868.13 6,507.38

Sale consideration received 4,835.06 6,439.73



B) The information on securitisation of the Company as an originator in respect of outstanding amount of securitised assets is given below:

(` in Millions)Particulars March 31,2015 March 31,2014Number of SPVs sponsored by the company for securitisation transactions 9 5Total amount of securitised assets as per books of SPVs sponsored by company 5,792.46 3,377.37Total amount of exposures retained by the company to comply with MRR as on the date of Balance Sheeta) Off - Balance sheet exposures First Loss 55.90 53.40 Others - -b) On - Balance sheet exposures

First Loss 653.47 399.35 Investment in PTC 70.59 - Overcollateralization 33.07 11.16Amount of exposures to securitisation transaction other than MRRa) Off - Balance sheet exposures i) Exposures to own securitisations First Loss - - Others 55.10 - ii) Exposures to third party securitizations: First Loss - - Others - -b) On - Balance sheet exposures i) Exposures to own securitisations First Loss - - Others 106.42 50.57 ii) Exposures to third party securitisations: First Loss - - Others - -

C) The information on direct assignment of the Company as an originator in respect of par transaction done during the year is given below:

(` in Millions)Particulars March 31,2015 March 31,2014Total number of loan assets under par structure 1,372 394Total book value of loan assets 8,149.93 2,263.75Sale consideration received 7,398.86 2,026.18

D) The information on direct assignment of the Company as an originator in respect of outstanding amount of assets assigned under par structure is given below:

(` in Millions)Particulars March 31,2015 March 31,2014Number of transactions assigned by the Company 8 3Total amount outstanding 8,961.76 2,980.94Total amount of exposures retained by the company to comply with MRR as on the date of Balance Sheeta) Off - Balance sheet exposures First loss - - Others - -b) On - Balance sheet exposures First loss 292.60 292.60 Investment in PTC - - Exposures to own assigned transactions 835.20 217.10





(` in Millions)Particulars March 31,2015 March 31,2014Amount of exposures to assigned transaction other than MRRa) Off - Balance sheet exposures i) Exposures to own assigned transactions

First loss - -

Others - -

ii) Exposures to third party assigned transactions

First loss - -

Others - -

b) On - Balance sheet exposures i) Exposures to own assigned transactions

First loss - -

Others - -

ii) Exposures to third party assigned transactions

First loss - -

Others - -

iv. Asset liability management maturity pattern:

(` in Millions)

Particulars Upto 30/31 days

Over 1 month upto 2 month

Over 2 months upto 3

months

Over 3 months & upto 6 months

Over 6 months & upto 1

year

Over 1 year & upto 3

year

Over 3 year & upto 5

year

Over 5 years

Total

Deposits - - - - - - - - -

Advances 14,787.74 13,629.12 13,910.50 22,518.03 18,752.49 19,205.72 5,863.35 10,417.94 119,084.90

Investments 2,922.45 1,133.41 3.41 1,635.82 1,449.73 5,027.29 59.50 1,555.00 13,786.61

Borrowings 2,904.34 22,323.41 3,271.96 4,032.56 9,565.61 55,182.93 18,492.81 8,902.02 124,675.64

Foreign currency assets - - - - - - - - -

Foreign currency liabilities - - - - - - - - -

v. Exposure to Real Estate Sector:

(` in Millions)

Category March 31, 2015 March 31, 2014

a) Direct exposure

(i) Residential mortgages

Lending fully secured by mortgages on residential property that is or will be occupied by the borrower or that is rented. 34,854.40 18,733.94

(ii) Commercial real estate

Lending secured by mortgages on commercial real estate (office buildings, retail space, multi-purpose commercial premises, multi-family residential building, multi tenanted commercial premises. industrial or warehouse space, hotels, land acquisition, development and construction, etc.) Exposure would also include non-fund based limits. 8,465.91 17,709.35

(iii) Investments in Mortgage Back Securities (MBS) and other securitised exposure-

A Residential 6,540.80 6,186.78

B Commercial real estate - -

Total Exposure to real estate sector 49,861.11 42,630.07



vi. Exposure to Capital Market:

(` in Millions)

Sr. no.

Particulars March 31, 2015 March 31, 2014

(i) Direct investment in equity shares, convertibles bonds, convertible debentures and unit of equity-oriented mutual funds the corpus of which is not exclusively invested in corporate debt;

155.00 -

(ii) Advances against shares/bonds/debentures or other securities or on clean basis to individuals for investments in shares ( including IPOs/ ESOPs), convertible bonds, convertible debentures, and unit of equity-oriented mutual funds;

19,382.56 6,410.00

(iii) Advances for any other purpose where shares or convertible bonds or convertibles debentures or units of equity-oriented mutual funds are taken as primary security;

5,205.24 2,997.33

(iv) Advances for any other purposes to the extent secured by the collateral security of shares or convertible bonds or convertible debentures or unit or equity-oriented mutual funds i.e. where the primary security other than shares/ convertible bonds / convertible debentures / units of equity-oriented mutual funds does not fully cover the advances;

- -

(v) Secured and unsecured advances to stockbrokers and guarantees issued on behalf of stockbroker and market makers;

- -

(vi) Loan sanctioned to corporates against the security of shares/bonds/debentures or other securities or on clean basis for meeting promoter's contribution to the equity of new companies in anticipation of raising resources;

- -

(vii) Bridge loans to companies against expected equity flows/issues; - -

(viii) All exposures to Venture Capital Funds ( both registered and unregistered) - -

Total Exposure to Capital Market 24,742.80 9,407.33

vii. Details of registrations obtained from other financial regulators:

Name of the Regulator Registration Number

Pension Fund Regulatory and Development Authority 5612

viii. Details of penalties imposed by RBI or other regulators:

a. No penalty has been imposed during the year.

b. No adverse comments have been received in writing from Reserve Bank of India or any other regulator on regulatory compliances.

ix. Details of Credit Ratings:

A) Ratings assigned by Credit Rating Agencies: (` in Millions)

Rating Agency Product Amount Rating AssignedCARE Non Convertible Debenture I 7,500.00 CARE AA [Double A]

CARE Long Term Bank Facilities 30,950.00 CARE AA [Double A]

CARE Perpetual debt 3,000.00 CARE AA- [Double A Minus]

CARE Compulsorily Redeemable Non Convertible Cumulative Preference Shares

2,000.00 CARE AA (RPS) [Double A (Redeemable Preference Shares)]

CARE Non Convertible Debenture III 6,000.00 CARE AA [Double A]

CARE Subordinated debt 5,000.00 CARE AA [Double A]

CARE Non Convertible Debenture IV 20,000.00 CARE AA [Double A]





Rating Agency Product Amount Rating AssignedCARE Non Convertible Debenture II 12,000.00 CARE AA [Double A]

ICRA Long term debt programme 25,100.00 [ICRA]AA (Stable)

ICRA Long term bank lines 57,750.00 [ICRA]AA (Stable)

ICRA Long term principle protected equity linked debenture

4,000.00 PP-MLD[ICRA]AA (Stable)

ICRA Subordinate debt programme 10,000.00 [ICRA]AA (Stable)

ICRA Short term debt programme 50,000.00 [ICRA]A1

ICRA Secured NCD programme 20,000.00 [ICRA]AA (Stable)

ICRA Un-secured NCD programme 5,000.00 [ICRA]AA (Stable)

CRISIL Short-Term debt programme 20,000.00 CRISIL A1+

CRISIL Non Convertible Debentures 3,000.00 CRISIL AA- (Stable)

CRISIL Bank loan Facilities 20,150.00 CRISIL AA-(Stable)

CRISIL Subordinate debt programme 5,000.00 CRISIL AA-(Stable)

CRISIL Subordinate debt programme 5,000.00 CRISIL AA-(Stable)

Brickwork Secured NCD 10,500.00 BWR AA (Stable)

Brickwork Unsecured NCD 500.00 BWR AA (Stable)

B) Details of migration of credit ratings during the year:

Rating Agency Product Amount Current Rating Previous Rating

ICRA Long term debt programme 25,100.00 [ICRA]AA (Stable) [ICRA]AA- (Stable)

ICRA Long term bank lines 57,750.00* [ICRA]AA (Stable) [ICRA]AA- (Stable)

ICRA Long term principle protected Equity Linked Debenture

4,000.00 PP-MLD[ICRA]AA (Stable)

P P- M L D [ I C R A ] A A -(Stable)

ICRA Subordinate debt programme 10,000.00 [ICRA]AA (Stable) [ICRA]AA- (Stable)

*` 37,250.00 million was enhanced during the current year post June 14.

x. Details of Directors Remuneration:

(` in Millions)

Name of Director Remuneration paid

Nirmal Jain 27.83

Rajashree Nambiar 10.15

Mukesh Kumar Singh 8.74

Total 46.72

Note: The above is exclusive of gratuity, leave encashment and reimbursements, if any.

xi. Details of Provisions and Contingencies:

(` in Millions)

Particulars 2014-2015 2013-2014

Provision for depreciation on Investment 14.40 11.75

Provision towards NPA 416.45 243.81

Other Provision and Contingencies:

Bad debts written off/(back) 43.23 32.43


Provision for standard assets 199.75 43.50

Total 931.83 374.91

Provision made towards Income Tax 1,552.60 1,051.70




xii. Details of concentration of deposits, advances, exposures & NPA: a) Concentration of Advances:

(` in Millions)Particulars AmountTotal advances to twenty largest borrowers 21,372.45Percentage of advances to twenty largest borrowers to total advances 16.83%

b) Concentration of Exposures:

(` in Millions)Particulars AmountTotal exposure to twenty largest borrowers / customers 35,800.00 Percentage of exposure to twenty largest borrowers / customers to total exposure 16.60%

c) Concentration of NPAs:

(` in Millions)

Particulars Amount

Total exposure to top four NPA accounts 537.86

d) Details of sectorwise NPA:

Sr. No.

Sector % of NPAs to total advances in that

sector1 Agriculture & allied activities 5.97%2 MSME 3.53%3 Corporate borrowers 0.56%4 Services 0.15%5 Unsecured personal loans 0.00%6 Auto Loans 1.38%7 Other loans* 1.57%

*Other loans include all loans that cannot be classified under any of the other sectors.

xiii. Movement of NPAs:

(` in Millions)

Particulars March 31, 2015 March 31, 2014(i) Net NPAs to Net Advances (%) 0.57% 0.31%

(ii) Movement of NPAs (Gross)(a) Opening balance 855.77 449.88

(b) Addition during the year 1,250.21 612.87

(c) Reduction during the year 419.42 206.98

(d) Closing balance 1,686.57 855.77

(iii) Movement of Net NPAs(a) Opening balance 312.47 150.39

(b) Addition during the year 577.08 224.83

(c) Reduction during the year 162.73 62.76

(d) Closing balance 726.82 312.47

(iv) Movement of provision for NPAs (excluding provision on standard assets)(a) Opening balance 543.30 299.49

(b) Provision made during the year 673.14 388.04

(c) Write off / write-back of excess provisions 256.69 144.22

(d) Closing balance 959.75 543.30





xiv. Disclosure of Complaints

Sr. No.

Particulars Number

i Number of complaints pending at the beginning of year -

ii Number of complaints received during the year 618

iii Number of complaints redressed during the year 618

iv Number of complaints pending at the end of the year -

xv. The Company during the financial year has not exceeded single borrower limit (SGL) / group borrower limit (GBL) while performing its lending operations.

xvi. Disclosure of restructured accounts:

(` in Millions)Sr. No

Type of Restructuring Under CDR Mechanism / SME Debt Restructuring Mechanism

Others Total

Asset Classification Details

Standard Sub Standard

Doubtful Loss Total Standard Sub Standard

Doubtful Loss Total

1 Restructured Accounts as on April 1 of the FY 2015 (opening figures)*

No. of borrowers

- - - - - - 4 7 - 11 11

Amount outstanding

- - - - - - 29.27 42.98 - 72.24 72.24

Provision thereon

- - - - - - 2.93 20.97 - 23.89 23.89

2 Fresh restructuring during the year 2015

No. of borrowers

- - - - - - 4 - - 4 4

Amount outstanding

- - - - - - 57.91 - - 57.91 57.91

Provision thereon

- - - - - - 5.79 - - 5.79 5.79

3 Upgradations to restructured standard category during the FY 2015

No. of borrowers

- - - - - 1 - - - 1 1

Amount outstanding

- - - - - 8.24 - - - 8.24 8.24

Provision thereon

- - - - - - - - - - -

4 Restructured standard advances which cease to attract higher provisioning and / or additional risk weight at the end of the FY 2015 and hence need not be shown as restructured standard advances at the beginning of the next FY 2016

No. of borrowers

- - - - - - - - - - -

Amount outstanding

- - - - - - - - - - -

Provision thereon

- - - - - - - - - - -

5 Downgradations of restructured accounts during the FY 2015

No. of borrowers

- - - - - - - 5 - 5 5

Amount outstanding

- - - - - - - 23.19 - 23.19 23.19

Provision thereon

- - - - - - - 9.58 - 9.58 9.58



(` in Millions)Sr. No

Type of Restructuring Under CDR Mechanism / SME Debt Restructuring Mechanism

Others Total

Asset Classification Details

Standard Sub Standard

Doubtful Loss Total Standard Sub Standard

Doubtful Loss Total

6 Write-offs of restructured accounts during the FY 2015

No. of borrowers

- - - - - - - - - - -

Amount outstanding

- - - - - - - - - - -

Provision thereon

- - - - - - - - - - -

7 Restructured Accounts as on March 31 of the FY 2015(closing figures*)

No. of borrowers

- - - - - - 4 8 - 12 12

Amount outstanding

- - - - - - 57.91 47.42 - 105.33 105.33

Provision thereon including provision for diminution in fair value

- - - - - - 11.09 26.54 - 37.64 37.64

41. Asset classification:

(` in Millions)

Particulars Outstanding Balance

Provision

Standard Assets 125,273.57 453.58

(99,031.31) (253.82)

Sub-Standard Assets 947.72 684.05

(726.30) (424.10)

Doubtful Assets 716.61 253.46

(107.28) (97.01)

Loss Assets 22.23 22.23

(22.18) (22.18)

Note:

a. In terms of RBI circular a general provision of ` 453.58 million (Previous Year ` 253.82 million) has been made at 0.25 % of the standard assets under the head ‘Provision on Standard Loans’ in Note 24.

b. Figures in bracket represent previous year’s figure.





42. Particulars as per RBI Directions (as required in terms of paragraph 13 of Systemically Important Non-Banking Financial (Non-Deposit Accepting or Holdings) Companies Prudential Norms (Reserve Bank) Directions 2015):

1. Loans and advances availed by the NBFCs inclusive of interest accrued there on but not paid:

(` in Millions)

Particulars Amount outstanding

Amount overdue

Liabilities Side:

(a) Debentures:

Secured 28,609.50 -

Unsecured (Other than falling within the meaning of public deposits) 9,955.24 -

(b) Deferred credits - -

(c) Term loans 58,164.97 -

(d) Inter–corporate loans and borrowings - -

(e) Commercial Paper 25,101.85 -

(f ) Other Loans(Overdraft) 5,168.72 -

2. Break – up of Loans and Advances including Bills Receivables [Other than included in (4) below]:

(` in Millions)

Particulars Amount outstanding

Assets Side:

(a) Secured 126,264.52

(b) Unsecured 249.47

3. Break- up of leased assets and stock on hire and other assets counting towards AFC activities:

(` in Millions)

Particulars Amount

(i) Lease assets including lease rentals under sundry debtors -

(a) Financial lease -

(b) Operating lease -

(ii) Stock on hire including hire charges under sundry debtors -

(a) Assets on hire -

(b) Repossessed Assets -

(iii) Other Loans counting towards AFC activities -

(a) Loans where assets have been repossessed -

(b) Loans other than (a) above -



4. Break–up of Investments:

(` in Millions)

Particulars Amount

Current Investments :

1) Quoted :

(i) Shares:

(a) Equity -

(b) Preference -

(ii) Debentures and Bonds 98.39

(iii) Units of mutual funds 1,731.16

(iv) Government Securities 1,479.90

(v) Others (Certificate of Deposits) -

2) Unquoted:

(i) Shares:

(a) Equity -

(b) Preference -

(ii) Debentures and Bonds 1,758.39

(iii) Units of mutual funds 2,076.98

(iv) Government Securities -

(v) Others -

Long Term Investments :

1) Quoted :

(i) Shares:

(a) Equity -

(b) Preference -

(ii) Debentures and Bonds -

(iii) Units of mutual funds -


(v) Others -

2) Unquoted:

(i) Shares:

(a) Equity of subsidiary companies 1,005.00

(b) Preference of subsidiary companies 550.00

(ii) Debentures and Bonds 4,931.79

(iii) Units of mutual funds -


(v) Others - Equity Shares 155.00





5. Borrower Group-wise Classification of all assets financed as in (2) and (3) above:

(` in Millions)

Category Amount Net of Provisions

Secured Unsecured Total

1. Related Parties

a) Subsidiaries - - -

b) Companies in the same group - - -

c) Other related parties - - -

2. Other than related parties 125,304.78 249.46 125,554.24

Total 125,304.78 249.46 125,554.24

6. Investor group wise classification of all investments (Current and Long Term) in shares and securities (Both quoted and unquoted):

(` in Millions)

Category Market Value/breakup or fair

value or NAV

Book value (Net of provisions)

1 Related Parties*

a) Subsidiaries 1,555.00 1,555.00

b) Companies in the same group - -

c) Other related parties - -

2 Other than related parties 12,278.90 12,231.62

Total 13,833.90 13,786.62

* As per Accounting Standard of ICAI

7. Other Information:

(` in Millions)

Particulars Amount

(i) Gross Non-Performing Assets -

(a) Related parties -

(b) Other than related parties 1,686.56

(ii) Net Non-Performing Assets -

(a) Related parties -

(b) Other than related parties 726.82

(iii) Assets acquired in satisfaction of debt -


43. Particulars as per RBI Directions for auction details (As required in terms of paragraph 20 (2) of Systemically Important Non-Banking Financial (Non-Deposit Accepting or Holdings) Companies Prudential Norms (Reserve Bank) Directions 2015

(` in Millions)Number of gold loan accounts for

which auctions doneOutstanding amount Amount recovered in auction

74,071 5,344.90 4,374.00

None of the group companies have participated in the above auctions.

44. Unhedged Foreign Currency Exposure:

The unhedged foreign currency exposure as on 31st March 2015 is Nil (Previous Year Nil).

45. Previous year’s figure are regrouped, reclassified and rearranged wherever considered necessary to confirm to current year’s presentation.






105 | Annual Report 2014-2015104 | India Infoline Finance Limited

Corporate overview CONSOLIDATED FINANCIAL STATEMENTSDireCtors’ report staNDaLoNe

FiNaNCiaL stateMeNts

Independent Auditor’s Report

To the Members of India Infoline Finance Limited

Report on the Consolidated Financial Statements

We have audited the accompanying consolidated financial statements of India Infoline Finance Limited (hereinafter referred to as “the Holding Company”) and its subsidiary (the Holding Company and its subsidiary together referred to as “the Group”) comprising of the Consolidated Balance Sheet as at 31st March, 2015, the Consolidated Statement of Profit and Loss, the Consolidated Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information (hereinafter referred to as “the consolidated financial statements”).

Management’s Responsibility for the Consolidated Financial Statements

The Holding Company’s Board of Directors are responsible for the preparation of these consolidated financial statements in terms of the requirements of the Companies Act, 2013 (hereinafter referred to as “the Act”) that give a true and fair view of the consolidated financial position, consolidated financial performance and consolidated cash flows of the Group 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 the Companies (Accounts) Rules, 2014. The respective Board of Directors of the companies included in the Group are responsible for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Group and for preventing and detecting frauds and other irregularities; the selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the 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, which have been used for the purpose of preparation of the consolidated financial statements by the Directors of the Holding Company, as aforesaid.

Auditor’s Responsibility

Our responsibility is to express an opinion on these consolidated financial statements based on our audit. While conducting the 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 there under.

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 consolidated financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the consolidated financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Holding Company’s preparation of the consolidated 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 Holding Company has an adequate internal financial controls system over financial reporting in place and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Holding Company’s Board of Directors, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our audit opinion on the consolidated financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid consolidated financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the consolidated state of affairs of the Group as at 31st March, 2015, and their consolidated profit and their consolidated cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2015 (“the Order”), issued by the Central Government of India in terms of sub-section (11) of Section 143 of the Act, based on the comments in the auditors’ reports of the Holding company and subsidiary company, incorporated in India, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order.

2. As required by Section 143 (3) of the Act, we report, that:

(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit of the aforesaid consolidated financial statements.


(b) In our opinion, proper books of account as required by

law relating to preparation of the aforesaid consolidated

financial statements have been kept so far as it appears

from our examination of those books.

(c) The Consolidated Balance Sheet, the Consolidated

Statement of Profit and Loss, and the Consolidated

Cash Flow Statement dealt with by this Report are

in agreement with the relevant books of account

maintained for the purpose of preparation of the

consolidated financial statements.

(d) In our opinion, the aforesaid consolidated financial

statements comply with the Accounting Standards

specified under Section 133 of the Act, read with Rule 7

of the Companies (Accounts) Rules, 2014.

(e) On the basis of the written representations received

from the directors of the Holding Company as on

31st March, 2015 taken on record by the Board of

Directors of the Holding Company and our Report of

its subsidiary Company incorporated in India, none of

the directors of the Group companies, incorporated in

India is disqualified as on 31st March, 2015 from being

appointed as a director in terms of Section 164 (2) of the

Act.

(f ) With respect to the other matters to be included in

the Auditor’s Report in accordance with Rule 11 of

the Companies (Audit and Auditor’s) Rules, 2014, in

our opinion and to the best of our information and

according to the explanations given to us:

i. The consolidated financial statement disclosed the

impact of pending litigations on the consolidated

financial position of the Group – Refer notes 27(ii)

and 27.2 to the Consolidated Financial Statements.

ii. The Group did not have any long-term contracts

including derivative contracts for which there

were any material foreseeable losses; and

iii. There were no amounts which were required

to be transferred to the Investor Education and

Protection Fund by the Holding Company, and its

subsidiary company.



Parthiv S. DesaiPlace : Mumbai PartnerDated: May 07, 2015 Membership No.: (F) 042624




Annexure to the Auditors’ Report

The Annexure referred to in our report to the members of India Infoline Finance Limited (“the Group”) for the year ended 31st March 2015. We report that:

1. (a) The Group has maintained adequate records to show full particulars, including quantitative details and situation of the fixed assets.

(b) The Group has formulated a programme of physical verification of its fixed assets in a phased manner. In accordance with this program, a physical verification of certain fixed assets has been carried out by management during the year and there are no material discrepancies observed between assets physically verified and book balances. In our opinion, the periodicity of verification is reasonable having regard to the size of the Group and the nature of its assets.

2. The Group is not carrying on any manufacturing or trading activity. Therefore, Paragraph 3 (ii) (a), (b) and (c) of the order are not applicable to the Group.

3. The Group has granted loans to nine companies covered in the register maintained under section 189 of the Companies Act, 2013 (‘the Act’).

(a) In the case of loans granted to the companies listed in the register maintained under section 189 of the Act, the borrower has been regular in the payment of the interest as stipulated. The terms of arrangement do not stipulate any repayment schedule and the loan are repayable on demand. Accordingly, Paragraph 3 (iii) (a) of the Order is not applicable in respect of repayment of the principal amount.

(b) There is no overdue amount in excess of ` 1 lakh in respect of loan granted to companies listed in the register maintained under Section 189 of the Act.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control systems commensurate with the size of the Group and nature of its business, for purchase of fixed assets and for sale of services. Further, on the basis of our examination of the books and records of the Group, and according to the information and explanations given to us, we have neither come across nor have we been informed of any continuing

failure to correct major weaknesses in the aforesaid internal control systems.

5. The Group has not accepted any deposits during the year from the public to which the directives issued by Reserve Bank of India and the provisions of Section 73 to 76 and any other relevant provisions of the Act and the rules framed thereunder apply.

6. As per the information and explanations given to us, in respect of the class of industry the Holding Company and its Subsidiary falls under, the maintenance of cost records has not been prescribed by the Central Government under section 148(1) of the Companies Act, 2013. Therefore, Paragraph 3 (vi) of the Order is not applicable to the Group.

7. (a) According to the information and explanations given to us and the records of the Group examined by us, the Group is generally regular in depositing undisputed statutory dues including provident fund, employees’ state insurance, income tax, sales tax, wealth tax, service tax, duty of customs, duty of excise, value added tax, cess and any other material statutory dues as applicable to the Company, with the appropriate authorities. There were no undisputed amounts payable in respect of provident fund, employees’ state insurance, income tax, sales tax, wealth tax, service tax, duty of customs, duty of excise, value added tax, cess and any other material statutory dues as applicable to the Company outstanding as at 31st March 2015 for a period of more than six months from the date they became payable, except profession tax amounting to ` 99,236/- , which have remained outstanding for a period exceeding six months.

(b) According to the information and explanations given to us and records of the Group examined by us, there are no cases of non-deposit with the appropriate authorities of disputed dues of sales tax or wealth tax or service tax or duty of customs or duty of excise or value added tax or cess, as applicable to the Group. However according to the information and explanations given to us, the following dues of income tax of the Holding Company have not been deposited by the Group on account of dispute:

Nature Of the Statue Nature of the disputed Dues

Amount of Tax `

Period to which amount relates

Forum where dispute is pending








(c) According to the information and explanations given to us, there is no amount required to be transferred to Investor Education and Protection Fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and the rules made thereunder.

8. At the end of the financial year, the Group has neither accumulated losses nor has incurred cash loss during the financial year covered by our audit, and in the immediately preceding financial year.

9. Based on our audit procedures and according to the information and explanations given to us, we are of the opinion that the Group has not defaulted in repayment of its dues to its financial institutions, banks and debenture holders.

10. In our opinion and according to the information and explanations given to us, the Group has not given any guarantee for loans taken by others from bank or financial institution.

11. According to the records verified by us, and based on information and explanations given to us, the term loans have been applied for the purpose for which they were raised.

12. As disclosed in Note 35 to the Consolidated financial statements and as informed by the management, we report that during the year, there have been certain instances of fraud on the Holding Company by employees, customers where gold loan related misappropriations / cash embezzlements have occurred for amounts aggregating ` 4,14,62,600/- Out of the same ` 2,33,21,000/- has already been recovered. The Holding Company has initiated various steps to recover the balance amounts. We have neither come across any instance of fraud by the Group, noticed or reported during the year nor have we been informed of any such case.







CONSOLIDATED BALANCE SHEETAs at March 31, 2015

(` in Millions)Particulars Note

No.As at

March 31, 2015As at

March 31, 2014I EQUITY AND LIABILITIES(1) Shareholders' funds (a) Share Capital 3 5,621.54 2,371.54 (b) Reserve and Surplus 4 16,815.30 14,636.32 Sub-Total 22,436.84 17,007.86(2) Minority Interest 4 A 1,179.44 -(3) Non Current Liabilities (a) Long-term borrowings 5 91,792.88 58,064.40 (b) Other Long-term liabilities - - (c) Long-term provisions 6 568.98 329.44 Sub-Total 92,361.86 58,393.84(4) Current Liabilities (a) Short-term borrowings 7 34,006.64 26,885.11 (b) Other current liabilities - Borrowings 8 14,033.83 16,758.19 - Others 8 6,324.89 5,971.96 (c) Short-term provisions 6 610.78 516.00 Sub-Total 54,976.14 50,131.26 TOTAL - EQUITY AND LIABILITIES 170,954.28 125,532.96II ASSETS(1) Non-current assets (a) Fixed assets (i) Tangible assets 9 729.48 959.03 (ii) Intangible assets 10 0.12 0.22 (iii) Goodwill (on Consolidation) 1.75 1.75 (iv) Capital work-in-progress 6.57 2.56 (v) Intangible assets under development - - Sub-Total 737.92 963.56 (b) Non-current investments 11 5,088.36 3,170.38 (c) Deferred tax assets (Net) 12 828.88 513.69 (d) Long-term loans & advances - Loans 13 50,555.65 38,968.90 - Others 13 273.26 191.65 (e) Other non-current assets 14 182.30 253.32 Sub-Total 56,928.45 43,097.94(2) Current assets (a) Current investments 15 7,144.83 5,474.62 (b) Inventories 16 - 70.48 (c) Cash and Bank balances 17 10,903.73 8,115.34 (d) Short-term loans & advances - Loans 13 87,163.34 62,321.93 - Others 13 7,643.80 4,857.74 (e) Other current assets 14 432.21 631.35 Sub-Total 113,287.91 81,471.46 TOTAL - ASSETS 170,954.28 125,532.96See accompanying notes forming part of the consolidated financial statements 1-41






CONSOLIDATED STATEMENT OF PROFIT AND LOSS For the year ended March 31, 2015

(` in Millions)

Particulars Notes 2014-2015 2013-2014

INCOME

Revenue from operations 18 24,031.57 18,490.60

Other Income 19 1,106.09 1,213.45

Total Revenue 25,137.66 19,704.05

EXPENDITURE

Employee benefit expenses 20 2,160.29 1,667.84

Finance cost 21 13,855.88 11,109.10

Depreciation & amortisation expenses 22 312.37 387.15

Other expenses 23 3,245.37 2,988.09

Provision & Write off 24 1,049.23 439.96

Total Expenses 20,623.14 16,592.14

Profit before tax 4,514.52 3,111.91

Tax expenses :

Current tax expense for current year 1,806.10 1,207.19

Deferred tax (324.98) (199.31)

Current tax expense relating to prior years 21.12 -

Total tax expense 1,502.24 1,007.88

Profit after tax for the year 3,012.28 2,104.03

Earnings per equity share 25

(1) Basic 12.2 8.7

(2) Diluted 12.2 8.7

Face Value Per Equity Share ` 10.0 10.0

See accompanying notes forming part of the consolidated financial statements 1-41








CONSOLIDATED CASH FLOW STATEMENTFor the year ended March 31, 2015

(` in Millions)

Particulars 2014-2015 2013-2014

CASH FLOWS FROM OPERATING ACTIVITIES

Net profit before taxation, and extraordinary item 4,514.52 3,111.91

Adjustments for:

Depreciation 312.37 387.15

Provision for doubtful loans (Note : 24) 493.11 275.86

Provision for standard loans (Note : 24) 240.20 76.50

Provision for diminution in value of investments (Note : 24) 14.40 11.75

Provision for contingencies (Note : 24) 258.01 43.42

Gratuity & Leave enchasment (Note : 20) 18.33 1,336.42 23.32 818.00

Operating profit before working capital changes 5,850.95 3,929.91

Increase / (Decrease) in short term & Long term provisions (94.24) (46.65)

Increase / (Decrease) in Other liabilities 296.49 3,219.69

Decrease / (Increase) in Inventories 70.48 (0.54)

Decrease / (Increase) in Other current assets 199.14 (201.56)

Decrease / (Increase) in Other non-current assets 71.01 542.88 (127.42) 2,843.52

Cash generated from operations 6,393.83 6,773.43

Tax (Paid) / Refund (2,023.41) (1,048.96)

Net cash from operating activities 4,370.42 5,724.47

Decrease / (Increase) in long term loans & advances (12,181.67) (7,141.66)

Decrease / (Increase) in short term loans & advances (27,526.09) (7,745.08)

Net cash used in operating activities (A) (35,337.34) (9,162.26)

CASH FLOWS FROM INVESTING ACTIVITIES

Purchase of fixed assets,including intangible assets, CWIP and Capital advances# (86.71) (365.33)

Purchase of non-current investments# (1,917.98) -

Proceeds from non- current investment# - 723.18

Purchase of current investments# (505.18) (1,116.59)

Net cash from investing activities (B) (2,509.87) (758.74)


(` in Millions)

Particulars 2014-2015 2013-2014

CASH FLOWS FROM FINANCING ACTIVITIES

Dividend & Dividend Distribution Tax paid (740.05) (693.65)

Proceeds from issue of Preference Shares 3,250.00 -

Proceeds from long term borrowings# 31,004.12 17,053.98

Proceeds from short term borrowings# 7,121.54 -

Repayment of short term borrowings# - (6,983.05)

Net cash from financing activities (C) 40,635.61 9,377.28

Net Increase/(Decrease) in cash and cash equivalents ( A + B + C) 2,788.40 (543.72)

Opening Cash and cash equivalents


Closing Cash and cash equivalents


See accompanying notes forming part of the consolidated financial statements

# Represents net amount due to the transaction volume

1. Cash flow statement has been prepared under the Indirect Method as set out in the Accounting Standard (AS-3) ”Cash Flow Statement” issued by the Institute of Chartered Accountants of India

2. Cash & cash equivalent as at the end of the year include:

Cash & bank balances (Refer Note 17) 10,903.73 8,115.33

Cash & cash equivalent at the end of the year 10,903.73 8,115.33

3. Previous year's figures are re-grouped \re-arranged wherever necessary





CONSOLIDATED FINANCIAL STATEMENT OF INDIA INFOLINE FINANCE LIMITEDNotes forming part of Consolidated Financial Statement for the year ended March 31, 2015




1. Corporate Information:

The Consolidated financial statements relates to “India Infoline Finance Limited” and its subsidiary “India Infoline Housing Finance Limited” (IIHFL). The Company is a Systemically Important Non-Banking Financial Company (“NBFC”) registered with the Reserve Bank of India (RBI) under section 45-IA of the Reserve Bank of India Act, 1934 and primarily engaged in financial and related activities. The Company has received the certificate of registration on May 12, 2005, enabling the Company to carry on business as Non-Banking Financial Company. The Company offers broad suite of financial products such as mortgage loan, gold loan, loan against securities, commercial vehicle loan, loans to small & medium enterprises (SME) and health care finance to retail and corporate clients.

2. Significant Accounting Policies:

2.1 Basis of consolidation:

i. Basis of preparation of financial statements:

The Consolidated Financial Statements are prepared in accordance with the Accounting Standard (AS) 21 on Consolidated Financial Statement notified under section 133 of the Companies Act 2013, read together with Rule 7 of the Companies (Accounts) Rules, 2014(as amended) and the relevant provisions of the Companies Act 2013. The Consolidated Financial Statements comprises of India Infoline Finance Limited and its subsidiaries.

The financial statements have been prepared in accordance with the Generally Accepted Accounting Principles in India (Indian GAAP) to comply with all material aspects of the applicable Accounting Standards notified under section 133 of the Companies Act 2013, read together with Rule 7 of the Companies (Accounts) Rules, 2014 (as amended) and the relevant provisions of the Companies Act 2013 along with the guidelines issued by the Reserve bank of India (RBI) as applicable to NBFC’s as well as norms prescribed by National Housing Bank (NHB). The financial statements have been prepared on accrual basis under the historical cost convention.

ii. Principles of consolidation:

The financial statements of the group companies of India Infoline Finance Limited have been prepared in accordance with the Generally Accepted Accounting Principles in India (Indian GAAP) to comply with all material aspects of the applicable Accounting Standards notified under section 133 of the Companies Act 2013, read together with Rule 7 of the Companies (Accounts) Rules, 2014 issued by the Ministry of Corporate Affairs. The financial statements have been prepared on accrual basis under the historical cost convention. The effects of all inter-group transactions and balances have been eliminated on consolidation.

iii. List of subsidiaries consolidated:

The individual Balance Sheet as at March 31, 2015, statement of profit and loss and cash flow statement for the year ended March 31, 2015 of following subsidiary is included in consolidation: India Infoline Housing Finance Limited (IIHFL)

2.2 Use of estimates:

The preparation of financial statements in conformity with the generally accepted accounting principles requires the management to make estimates and assumptions that affect the reported amount of assets and liabilities on the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Difference between the actual result and estimates are recognized in the period in which the results are known /materialised.

2.3 Fixed Asset, Depreciation and Amortization :

Fixed assets are stated at cost of acquisition less accumulated depreciation and impairment loss, if any thereon. Depreciation is charged using the straight line method based on the useful life of fixed assets as estimated by the management as specified below. Depreciation is charged from the month in which new assets are put to use. No depreciation is charged from the month in which assets are sold. In case of transfer of used fixed assets from group companies, depreciation is charged over the remaining useful life of the asset.

Individual assets/group of similar assets costing up to ` 5,000 has been depreciated in full in the year of purchase. Leasehold land is depreciated on a straight line basis over the leasehold period.



Estimated useful life of the assets are as under:

Class of assets Useful life

Buildings* 20 years

Computers* 3 years

Office equipment 5 years

Electrical* 5 years

Furniture and fixtures* 5 years

Vehicles* 5 years

Software 3 years

* For these class of assets, based on internal assessment and independent technical evaluation carried out by external valuer’s the management believes that the useful lives as given above best represent the period over which management expects to use these assets. Hence the useful lives for these assets are different from the useful lives as prescribed under Part C of Schedule II of the Companies Act 2013.

2.4 Assignment of loan portfolio:

Derecognition of loans assigned, in the books of the Company, is based on the concept of surrender of control over the loans resulting in a “true sale” of loans. Future interest spread receivables in case of a par structure deals are recognised over the tenure of agreements as per guidelines issued by the RBI. Expenditure in respect of direct assignment is recognised upfront. Credit enhancement in the form of cash collateral provided by the Company is included under Cash and bank balance / Loans and advances, as applicable.

2.5 Revenue recognition:

The Company complies, in all material respects, with the Accounting Standard - 9 issued by the Institute of Chartered Accountants of India, Prudential Norms relating to income recognition, asset classification and the minimum provisioning for bad and doubtful debts and standard assets, specified in the directions issued by the RBI & NHB, as applicable to it, and • InterestIncomeisrecognisedonthetimeproportionatebasisasperagreedterms.• InterestIncomerecognisedandremainingdue90daysormoreforalltheloans,exceptGoldloansforwhichinterestis

reversed after 180 days & mortgage loans for which interest is reversed after 90 days, are reversed and are accounted as income when these are actually realised.

• Dividendincomeisrecognisedwhentherighttoreceivepaymentisestablished.• Processingfeesreceivedfromcustomersisrecognisedasincomeonreceiptbasis.• Inrespectoftheotherheadsofincome,theCompanyaccountsthesameonaccrualbasis.

2.6 Preliminary expenses:

Preliminary expenses are written off in the financial year in which they are incurred.

2.7 Employee benefits:

The company’s contribution towards provident fund and family pension fund, which are defined contribution, are accounted for on an accrual basis and recognised in the statement of profit & loss. The Company has provided “Compensated Absences” on the basis of actuarial valuation.

Gratuity is post employment benefit and is in the nature of defined benefit plan. The liability recognized in the Balance Sheet in respect of gratuity is the present value of defined benefit obligation at the balance sheet date together with the adjustments for unrecognized actuarial gain or losses and the past service costs. The defined benefit obligation is calculated at or near the balance sheet date by an independent actuary using the projected unit credit method.

2.8 Provisions, Contingent liabilities and Contingent assets:

A provision is recognised if, as a result of past event, the company has a present obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation.

Non-performing loans are written off / provided for, as per management estimates, subject to the minimum provision required as per Non-Banking financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2015 (“RBI Directions, 2015) dated March 27, 2015. Provision on standard assets is made as per notification no. DNBR.009/CGM(CDS)-2015 dated March 27, 2015 issued by RBI.





For the subsidiary IIHFL non-performing loans are written off / provided for, as per management estimates subject to the minimum provision required as per National Housing Bank (NHB) Directions. Provision on standard assets is made as per notification No. NHB. HFC. DIR. 9/ CMD/ 2013 dated September 6, 2013 issued by NHB. All such provisions are classified as long term provisions.

A disclosure for a contingent liability is made when there is a possible obligation or a present obligation that may, but probably will not, require an outflow of resources. When there is a possible obligation or a present obligation in respect of which the likelihood of outflow of resources is remote, no provision or disclosure is made.

Provisions are reviewed at each Balance Sheet date and adjusted to reflect the current best estimate. If it is no longer probable that the outflow of resources would be required to settle the obligation, the provision is reversed.

Contingent Assets are neither recognized nor disclosed in the financial statements.

2.9 Taxes on income:

Tax expense comprises of current and deferred tax and includes any adjustments related to the past periods in current and /or deferred tax adjustments that may become necessary due to certain developments or reviews during the relevant period. Current income-tax is measured at the amount expected to be paid to the tax authorities in accordance with the Income-tax Act, 1961. Provision for current tax is computed based on estimated tax liability computed after adjusting for allowance, disallowance and exemptions in accordance with the applicable tax laws.

Deferred income taxes reflect the impact of timing differences between taxable income and accounting income originating during the current year and reversal of timing differences of earlier year. Deferred tax is measured using the tax rate and the tax laws enacted or substantively enacted at the Balance Sheet date. The deferred tax assets are recognised only to the extent that it has become reasonably certain or virtually certain, as the case may be, that sufficient future taxable income will be available.

Carrying amount of deferred tax assets are reviewed at each balance sheet date. The company writes down the carrying amount of a deferred tax asset to the extent that it is no longer reasonably certain that sufficient future taxable income will be available against which deferred tax asset can be realised. Any such write down is reversed to the extent that it becomes reasonably certain that sufficient future taxable income will be available.

2.10 Operating leases:

Lease rentals in respect of operating lease arrangements are charged to the statement of profit & loss in accordance with Accounting Standard 19 – Leases, issued by the Institute of Chartered Accountants of India.

2.11 Investments:

Investments, which are readily realizable and intended to be held for not more than one year from the date on which such investments are made, are classified as current investments. All other Investments are classified as non – current investments.

Current investments are stated at lower of cost or market / fair value. Non – current investments are carried at cost. Provision for diminution in value of non – current investments is made, if in the opinion of the management, such diminution is other than temporary. For investment in mutual funds, the net assets value (NAV) declared by the mutual funds at the Balance Sheet date is considered as the fair value.

2.12 Inventories:

Closing stock is valued at cost or market value, whichever is lower. Cost is computed on FIFO basis.

2.13 Earnings per share:

Basic earnings per share are calculated by dividing the net profit or loss for the period attributable to equity shareholders by the weighted average number of equity shares outstanding during the period.

For the purpose of calculating diluted earnings per share, the net profit or loss for the period attributable to equity shareholders and the weighted average number of shares outstanding during the period are adjusted for the effects of all dilutive potential equity shares.

2.14 Borrowings:

Borrowings are bifurcated under long term and short term liabilities. Commercial papers are recognised at Face value at the time of its issue. Any difference between the proceeds and the redemption value is recognised in profit & loss account over the period of the borrowings.



2.15 Debenture Issue Expenses:

Debenture issue expenses incurred on public issue of non convertible debentures are amortized over tenure of the underlying debenture.

In case of private placement of non convertible debentures the same is charged to the profit and loss account in the year in which they are incurred.

3. SHARE CAPITAL : (i) Authorised, Issued, Subscribed and Paid-up Share Capital:

(` in Millions)



Authorised Share Capital:

300,000,000 Equity Shares (Previous Year 300,000,000) of ` 10 each 3,000.00 3,000.00

1,999,600 Equity Shares (Previous Year 1,999,600) of ` 100 each 199.96 199.96

400 Preference Shares (Previous Year 400) of ` 100 each 0.04 0.04

575,000,000 Preference Shares (Previous Year Nil) of ` 10 each 5,750.00 -

Total 8,950.00 3,200.00Issued, Subscribed and Paid-up Share Capital: -

237,154,030 Equity Shares (Previous Year 237,154,030) of ` 10 each with voting rights 2,371.54 2,371.54

75,000,000 8% Compulsorily Redeemable Non- Convertible Non Cumulative Preference Shares (Previous Year Nil) of ` 10 each 750.00 -

100,000,000 8% Compulsorily Redeemable Non Convertible Cumulative Preference Shares (Previous Year Nil) of ` 10 each 1,000.00 -

150,000,000 9.25% Compulsorily Redeemable Non Convertible Cumulative Preference shares (Previous Year Nil) of ` 10 each 1,500.00 -

Total 5,621.54 2,371.54

(ii) Reconciliation of equity shares outstanding at the beginning and at the end of the year:

Particulars As at March 31, 2015 As at March 31, 2014No. of Shares ` in Millions No. of Shares ` in Millions

Equity Shares:

At the beginning of the year 237,154,030 2,371.54 237,154,030 2,371.54

Add: Issued during the year - - - -

Outstanding at the end of the year 237,154,030 2,371.54 237,154,030 2,371.54Preference Shares:8% Compulsorily Redeemable Non- Convertible Non Cumulative Preference Shares:At the beginning of the year - - - -

Add: Issued during the year 75,000,000 750.00 - -

Outstanding at the end of the year 75,000,000 750.00 - -8% Compulsorily Redeemable Non Convertible Cumulative Preference Shares:At the beginning of the year - - - -


Outstanding at the end of the year 100,000,000 1,000.00 - -9.25% Compulsorily Redeemable Non Convertible Cumulative Preference shares:At the beginning of the year - - - -







(iii) Rights attached to equity shares:

The Company has only one class of equity shares having a par value of ` 10/- per share. Each holder of equity share is entitled to one vote per share. The Company declares and pays dividends in Indian Rupees. During the year ended March 31, 2015, equity shareholders were paid interim dividend of ` 2.50/- (Previous Year ` 2.50/-) per share.

(iv) Rights attached to preference shares:

a. Company allotted 8% Compulsorily Redeemable Non Convertible Non Cumulative Preference shares of ̀ 10/- each aggregating to ` 750.00 million These shares shall have seniority over equity shareholders with respect to payment of capital and dividend. It shall carry dividend rate of 8% per annum and will not have any cumulative right with respect to payment of dividend.

b. Company allotted 8% Compulsorily Redeemable Non convertible Cumulative Preference Shares of ` 10/- each aggregating to ` 1,000.00 million. Further Company allotted 9.25% Compulsorily Redeemable Non-convertible Cumulative Preference Shares aggregating to ` 1,500.00 million. These shares shall have seniority over Equity Shareholders with respect to payment of capital and dividend. Their right to dividend is on cumulative basis. Other rights of the holders of Preference shares shall be governed by the provisions of Companies Act, 2013 read with applicable rules and any amendment/ modification in Law from time to time and such other applicable regulations.

(v) Shares held by holding company / ultimate holding, subsidiaries and their associates:

Name of the Shareholder As at March 31, 2015 As at March 31, 2014No. of Shares % Holding No. of Shares % Holding

Equity Shares:IIFL Holdings Limited (Formerly India Infoline Limited) 234,467,549 98.87% 234,467,549 98.87%

Preference Shares:8% Compulsorily Redeemable Non- Convertible Non Cumulative Preference Shares of ` 10 each fully paid upIIFL Holdings Limited (Formerly India Infoline Limited) 75,000,000 100.00% - -




(vi) Details of shareholders holding more than 5% shares in the Company:

Name of the Shareholder As at March 31, 2015 As at March 31, 2014No. of Shares % Holding No. of Shares % Holding

Equity shares of ` 10 each fully paid upIIFL Holdings Limited (Formerly India Infoline Limited) 234,467,549 98.87% 234,467,549 98.87%

8% Compulsorily Redeemable Non- Convertible Non Cumulative Preference Shares of ` 10 each fully paid upIIFL Holdings Limited (Formerly India Infoline Limited) 75,000,000 100.00% - -






(vii) Aggregate number and class of shares allotted as fully paid up pursuant to contract(s) without payment being received in cash or by way of bonus shares or shares bought back during the period of five years immediately preceding the reporting date:

Particulars As atMarch 31, 2015

As atMarch 31, 2014

As atMarch 31, 2013

As atMarch 31, 2012

As atMarch 31, 2011

No. of shares No. of shares No. of shares No. of shares No. of sharesBonus issue - - - - 213,438,627

4. RESERVES AND SURPLUS:(` in Millions)


As at March 31,2014

Securities Premium AccountOpening Balance as per last financial statement 8,657.49 8,657.49Addition during the year from Statement of Profit and Loss - -Deduction during the year - -Closing balance 8,657.49 8,657.49 Debenture Redemption Reserve (Refer Note 4.1)Opening Balance as per last financial statement 2,000.00 850.00Addition during the year from Statement of Profit and Loss 543.00 1,150.00Closing balance 2,543.00 2,000.00

General ReserveOpening Balance as per last financial statement 463.00 263.00Addition during the year from Statement of Profit and Loss - 200.00Deduction during the year - -Closing balance 463.00 463.00 Special ReserveI. Special Reserve Pursuant to Section 45 IC of Reserve Bank of India Act, 1934 Opening Balance as per last financial statement 1,415.00 1,050.00 Addition during the year from Statement of Profit and Loss 507.50 365.00 Closing balance (I) 1,922.50 1,415.00II. Special Reserve Pursuant to Section 29C of National Housing Bank Act, 1987 Opening Balance as per last financial statement 115.20 53.00 Addition during the year from Statement of Profit and Loss 108.00 62.20 Closing balance (II) 223.20 115.20 Total Special Reserve (I+II) 2,145.70 1,530.20 Surplus / (Deficit) in Statement of Profit and LossOpening balance as per last financial statement 1,985.63 2,398.84Addition during the year from statement of Profit and Loss 3,012.28 2,104.03Less: AppropriationsPreference dividend 101.97 39.50Dividend distribution tax on preference dividend 27.89 6.90Interim dividend 592.89 592.88Dividend distribution tax on Interim dividend 100.76 100.76Transfer to Special Reserve as per section 45 IC of the RBI Act,1934 507.50 365.00Transfer to Special Reserve as per section 29 C of the NHB Act,1987 108.00 62.20Deferred tax liability 9.79 -Transfer to general reserve - 200.00






March 31,2015As at

March 31,2014Transfer to debenture redemption reserve 543.00 1,150.00Closing balance 3,006.11 1,985.63Total 16,815.30 14,636.32

4.1 Pursuant to Section 71 of the Companies Act, 2013 read with Rule 18 of the Companies (Share Capital and Debentures Rules, 2014) the Company being an NBFC was required to create debenture redemption reserve of a value equivalent to 25% of the debentures offered through a public issue. Accordingly, ` 313.00 million (Previous year ` 1,040.00 million has been transferred to debenture redemption reserve account for the financial year ended March 31, 2015. For the subsidiary IIHFL debenture redemption reserve has been made at the rate of 25% on public issue of non convertible debentures. Accordingly, ` 230.00 million (Previous year ` 110.00 million) has been transferred to debenture redemption reserve account for the financial year ended March 31, 2015.

4A. Minority Interest:(` in Millions)


As at March 31,2014

Opening Minority Interest - -Subsequent increase/(decrease) during the year 1,179.44 -Closing Minority Interest 1,179.44 -

5. LONG TERM BORROWINGS:

(` in Millions)

Particulars Non Current Current MaturitiesAs at

March 31, 2015As at

March 31, 2014As at

March 31, 2015As at

March 31, 2014Non Convertible DebenturesSecured:Non Convertible Debentures (Refer Note -5.1)

35,239.76 22,302.21 800.00 4,236.20

Unsecured:Non Convertible Debentures (Refer Note -5.2)

11,370.91 6,820.92 - -

Amount disclosed under the head “Other Current Liabilities” (Refer Note -8)

- - (800.00) (4,236.20)

Sub-Total (A) 46,610.67 29,123.13 - -Term LoanSecured:Term Loan from Banks (Refer Note - 5.3) 45,182.21 28,941.27 13,233.83 12,521.99Amount disclosed under the head “Other Current Liabilities” (Refer Note -8) - - (13,233.83) (12,521.99)Sub-Total (B) 45,182.21 28,941.27 - -Total (A+B) 91,792.88 58,064.40 - -

The Company has also raised ̀ 15,346.00 million (Previous Year ̀ 18,372.10 million) and ̀ 4,550.00 million (Previous Year ̀ 100.00 million) by issue of secured and unsecured non convertible debentures respectively.

During the year, the Company has raised secured term loans aggregating ` 31,150.00 million (Previous Year ` 17,450.00 million) from various banks.

The above term loans are secured by way of first pari passu charge over the current assets in the form of Receivables, Book debts, bills, outstanding monies receivables including future movable assets, other than those specifically charged. Out of the total loans from Banks, loans amounting to ` 54,416.29 million (P.Y ` 39,463.26 million) are also guaranteed by holding Company IIFL Holdings Limited (Formerly India Infoline Limited).



5.1. NON CONVERTIBLE DEBENTURES – SECURED:

(` in Millions)Particulars Non Current Current





10.60% Redeemable Non-Convertible Debentures of Face Value ` 1,000,000 Each Redeemable on 02-Nov-2021 at par 2,875.00 - - -10.60% Redeemable Non-Convertible Debentures of Face Value ` 1,000,000 Each Redeemable on 02-Nov-2020 at par 2,875.00 - - -Zero Coupon Secured Redeemable Non-Convertible Debentures of Face Value ` 1,000,000 Each Redeemable on 19-Mar-2019 at premium 60.00 60.00 - -11.00% Redeemable Non-Convertible Debentures of Face Value ` 1,000,000 Each Redeemable on 06-Mar-2019 at par 100.00 100.00 - -Zero Coupon Secured Redeemable Non-Convertible Debentures of Face Value ` 1,000,000 Each Redeemable on 27-Feb-2019 at premium 100.00 100.00 - -11.52% Secured Redeemable Non-Convertible Debentures of Face Value ` 1,000 Each Redeemable on 26-Dec-2018 at par 4,018.64 4,904.37 - -12.00% Redeemable Non-Convertible Debentures Option IV of Face Value ` 1,000 Each Redeemable on 30-Sep-2018 at par 267.62 278.62 - -12.00% Secured Redeemable Non-Convertible Debentures Option III of Face Value ` 1,000 Each Redeemable on 30-Sep-2018 at par 2,711.93 2,810.67 - -10.40% Redeemable Non-Convertible Debentures of Face Value ` 1,000,000 Each Redeemable on 21-Jun-2018 at par 100.00 100.00 - -10.55% Redeemable Non-Convertible Debentures of Face Value ` 1,000,000 Each Redeemable on 11-Jun-2018 at par 100.00 100.00 - -10.45% Redeemable Non-Convertible Debentures of Face Value ` 1,000,000 Each Redeemable on 31-May-2018 at par 1,050.00 - - -10.00% Redeemable Non-Convertible Debentures of Face Value ` 1,000,000 Each Redeemable on 24-May-2018 at par 100.00 100.00 - -Zero Coupon Secured Redeemable Non-Convertible Debentures Series 5. Option IV of Face value ` 1,000,000 Each Redeemable on 18-Apr-2018 at premium 70.00 - - -Zero coupon Non-Convertible Debentures of Face value ` 1,000,000 Each Redeemable on 10-Apr-2018 at premium 67.00 - - -










Zero Coupon Secured Redeemable Non-Convertible Debentures Series 5 Option III of Face value ` 1,000,000 Each Redeemable on 10-Apr-2018 at premium 37.00 - - -Zero Coupon Secured Redeemable Non-Convertible Debentures Series 6 Option IV of Face value ` 1,000,000 Each Redeemable on 03-Apr-2018 at premium 433.00 - - -Zero coupon Non-Convertible Debentures of Face value ` 1,000,000 Each Redeemable on 02-Apr-2018 at premium 62.00 - - -Zero coupon Non-Convertible Debentures of Face value ` 1,000,000 Each Redeemable on 02-Apr-2018 at premium 33.00 - - -Zero Coupon Secured Redeemable Non-Convertible Debentures Series 5 Option II of Face value ` 1,000,000 Each Redeemable on 02-Apr-2018 at premium 33.00 - - -Zero Coupon Secured Redeemable Non-Convertible Debentures Series 4 Option III of Face value ` 1,000,000 Each Redeemable on 02-Apr-2018 at premium 62.00 - - -Equity Linked Non-Convertible Debentures - Series 038 of Face value ` 100,000 Each Redeemable on 18-Mar-2018 at par 120.00 - - -Zero coupon Non-Convertible Debentures of Face value ` 1,000,000 Each Redeemable on 23-Jan-2018 at premium 34.00 - - -Zero Coupon Secured Redeemable Non-Convertible Debentures Series 4 Option II of Face value ` 1,000,000 Each Redeemable on 23-Jan-2018 at premium 33.00 - - -Zero Coupon Secured Redeemable Non-Convertible Debentures Series 4 Option I of Face value ` 1,000,000 Each Redeemable on 09-Jan-2018 at premium 30.00 - - -Zero coupon Non-Convertible Debentures of Face value ` 1,000,000 Each Redeemable on 18-Dec-2017 at premium 60.00 - - -Zero Coupon Secured Redeemable Non-Convertible Debentures Series 3 Option II of Face value ` 1,000,000 Each Redeemable on 18-Dec-2017 at premium 60.00 - - -Zero coupon Non-Convertible Debentures of Face value ` 1,000,000 Each Redeemable on 06-Dec-2017 at premium 40.00 - - -








Zero Coupon Secured Redeemable Non-Convertible Debentures Series 3 Option I of Face value ` 1,000,000 Each Redeemable on 06-Dec-2017 at premium 40.00 - - -Zero coupon Non-Convertible Debentures of Face value ` 1,000,000 Each Redeemable on 20-Nov-2017 at premium 610.00 - - -Zero Coupon Secured Redeemable Non-Convertible Debentures Series 4 Option 2 of Face value ` 1,000,000 Each Redeemable on 20-Nov-2017 at premium 115.00 - - -Zero coupon Non-Convertible Debentures of Face value ` 1,000,000 Each Redeemable on 02-Nov-2017 at premium 40.00 - - -Zero Coupon Secured Redeemable Non-Convertible Debentures Series 4 Option 1 of Face value ` 1,000,000 Each Redeemable on 02-Nov-2017 at premium 35.00 - - -Zero coupon Non-Convertible Debentures of Face value ` 1,000,000 Each Redeemable on 11-Oct-2017 at premium 91.00 - - -Zero coupon Non-Convertible Debentures of Face value ` 1,000,000 Each Redeemable on 03-Oct-2017 at premium 39.00 - - -Zero coupon Non-Convertible Debentures of Face value ` 1,000,000 Each Redeemable on 21-Sep-2017 at premium 65.00 - - -Zero Coupon Secured Redeemable Non-Convertible Debentures Series I Option I of Face value ` 1,000,000 Each Redeemable on 21-Sep-2017 at premium 195.00 - - -Zero coupon Non-Convertible Debentures of Face value ` 1,000,000 Each Redeemable on 31-Aug-2017 at premium 170.00 - - -Zero Coupon Secured Redeemable Non-Convertible Debentures Option I of Face value ` 1,000,000 Each Redeemable on 31-Aug-2017 at premium 170.00 - - -Zero coupon Non-Convertible Debentures of Face value ` 1,000,000 Each Redeemable on 16-Aug-2017 at premium 180.00 - - -Zero Coupon Secured Redeemable Non-Convertible Debentures of Face value ` 1,000,000 Each Redeemable on 16-Aug-2017 at premium 180.00 - - -










Zero Coupon Secured Redeemable Non–Convertible Debentures of Face Value ` 1,000 Each Redeemable on 20-Jul-2017 at premium 200.00 - - -Zero coupon Non-Convertible Debentures of Face value ` 1,000,000 Each Redeemable on 03-Jul-2017 at premium 120.00 - - -Zero coupon Non-Convertible Debentures of Face value ` 1,000,000 Each Redeemable on 03-Jul-2017 at premium 50.00 - - -Zero Coupon Secured Redeemable Non-Convertible Debentures Series 6 Option III of Face value ` 1,000,000 Each Redeemable on 15-Jun-2017 at premium 500.00 - - -Zero Coupon Secured Redeemable Non-Convertible Debentures of Face value ` 1,000,000 Each Redeemable on 15-May-2017 at premium 100.00 - - -11.85% Redeemable Non-Convertible Debentures of Face Value ` 1,000,000 Each Redeemable on 29-Apr-2017 at par 350.00 350.00 - -Zero coupon Non-Convertible Debentures of Face value ` 1,000,000 Each Redeemable on 25-Apr-2017 at premium 250.00 - - -Zero Coupon Secured Redeemable Non-Convertible Debentures of Face Value ` 1,000,000 Each Redeemable on 24-Apr-2017 at premium 350.00 350.00 - -Zero Coupon Secured Redeemable Non-Convertible Debentures Series 6 Option II of Face value ` 1,000,000 Each Redeemable on 10-Apr-2017 at premium 850.00 - - -11.15% Non-Convertible Debenture of Face Value ` 1,000 Each Redeemable on 04-Apr-2017 at par 150.00 - - -Zero coupon Non-Convertible Debentures of Face value ` 1,000,000 Each Redeemable on 04-Apr-2017 at premium 220.00 - - -Zero coupon Non-Convertible Debentures of Face value ` 1,000,000 Each Redeemable on 03-Apr-2017 at premium 180.00 - - -Zero Coupon Secured Redeemable Non-Convertible Debentures. Series 6. Option I of Face value ` 1,000,000 Each Redeemable on 20-Mar-2017 at premium 500.00 - - -Zero coupon Non-Convertible Debentures of Face value ` 1,000,000 Each Redeemable on 07-Mar-2017 at premium 30.00 - - -








Zero Coupon Secured Redeemable Non-Convertible Debentures Series 5 Option I of Face value ` 1,000,000 Each Redeemable on 07-Mar-2017 at premium 500.00 - - -Equity Linked Non-Convertible Debentures - Series 042 Type I of Face value ` 100,000 Each Redeemable on 27-Feb-2017 at par 458.00 - - -Equity Linked Non-Convertible Debentures - Series 042 Type II of Face value ` 100,000 Each Redeemable on 27-Feb-2017 at par 18.00 - - -Equity Linked Non-Convertible Debentures - Series 042 Type III of Face value ` 100,000 Each Redeemable on 27-Feb-2017 at par 250.00 - - -Equity Linked Non-Convertible Debentures - Series 041 Type I of Face value ` 100,000 Each Redeemable on 12-Feb-2017 at par 403.00 - - -Equity Linked Non Convertible Debentures - Series 041 Type III of Face value ` 100,000 Each Redeemable on 12-Feb-2017 at par 50.00 - - -Equity Linked Non-Convertible Debentures - Series 041 Type II of Face value ` 100,000 Each Redeemable on 10-Feb-2017 at par 35.00 - - -Equity Linked Non-Convertible Debentures - Series 040 of Face value ` 100,000 Each Redeemable on 02-Feb-2017 at par 307.00 - - -Equity Linked Non-Convertible Debentures - Series 039 Type I of Face value ` 100,000 Each Redeemable on 28-Jan-2017 at par 202.00 - - -Equity Linked Non-Convertible Debentures - Series 039 Type II of Face value ` 100,000 Each Redeemable on 28-Jan-2017 at par 19.00 - -Equity Linked Non-Convertible Debenture - Series i-037 of Face Value ` 100,000 Each Redeemable on 21-Nov-2016 at par 56.50 56.50 - -Zero Coupon Secured Redeemable Non-Convertible Debentures of Face Value ` 1,000,000 Each Redeemable on 17-Nov-2016 at premium 350.00 350.00 - -Equity Linked Non-Convertible Debenture-Series i-036 of face value ` 100,000 Each Redeemable on 14-Nov-2016 at par 62.30 104.80 - -










Equity Linked Non-Convertible Debenture- Series i-035 of Face Value ` 100,000 Each Redeemable on 02-Nov-2016 at par 74.10 74.10 - -Equity Linked Non-Convertible Debenture - Series i-034 of Face Value ` 100,000 Each Redeemable on 25-Oct-2016 at par 30.50 30.50 - -Equity Linked Non-Convertible Debenture - Series i-033 of Face Value ` 100,000 each Redeemable on 24-Oct-2016 at par 93.50 96.20 - -12.00% Secured Redeemable Non-Convertible Debentures Option II of Face Value ` 1,000 Each Redeemable on 29-Sep-2016 at par 840.48 864.24 - -12.00% Secured Redeemable Non-Convertible Debentures. Option I of Face Value ` 1,000 Each Redeemable on 29-Sep-2016 at par 5,845.22 6,089.18 - -Zero Coupon Secured Redeemable Non-Convertible Debentures. Option II of Face value ` 1,000,000 Each Redeemable on 06-Sep-2016 at premium 50.00 - - -Equity Linked Non-Convertible Debentures - Series I 32 of Face value ` 100,000 Each Redeemable on 03-Sep-2016 at par 59.00 59.00 - -Equity Linked Non-Convertible Debentures - Series I 31 Face value ` 100,000 Each Redeemable on 02-Sep-2016 at par 13.00 13.00 - -11.70% Non-Convertible Debentures of Face value ` 1,000 Each Redeemable on 18-Aug-2016 at par 200.49 200.68 - -11.90% Non-Convertible Debentures of Face value ` 1,000 Each Redeemable on 18-Aug-2016 at par 2,275.08 2,499.85 - -Equity Linked Non- Convertible Debentures - Series I 30 of Face value ` 100,000 Each Redeemable on 15-Aug-2016 at par 35.00 35.00 - -Equity Linked Non-Convertible Debentures - Series I 29 of Face value ` 100,000 Each Redeemable on 10-Aug-2016 at par 44.70 52.70 - -Equity Linked Non-Convertible Debentures - Series I 28 of Face value ` 100,000 Each Redeemable on 01-Aug-2016 at par 26.70 26.70 - -Equity Linked Non-Convertible Debentures - Series I 27 of Face value ` 100,000 Each Redeemable on 25-Jul-2016 at par 85.20 85.20 - -








Equity Linked Non-Convertible Debentures - Series I 26 of Face value ` 100,000 Each Redeemable on 18-Jul-2016 at par 148.40 148.40 - -Equity Linked Non-Convertible Debentures - Series I 25 of Face value ` 100,000 Each Redeemable on 07-Jul-2016 at par 142.50 144.50 - -Equity Linked Non-Convertible Debentures - Series I 24 of Face value ` 100,000 Each Redeemable on 04-Jul-2016 at par 388.90 388.90 - -Equity Linked Non-Convertible Debentures - Series I 23 of Face value ` 100,000 Each Redeemable on 01-Jul-2016 at par 27.50 28.50 - -Equity Linked Non-Convertible Debentures - Series I 22 of Face value ` 100,000 Each Redeemable on 27-Jun-2016 at par 146.00 175.00 - -Equity Linked Non-Convertible Debentures - Series I 21 of Face value ` 100,000 Each Redeemable on 21-Jun-2016 at par 74.40 86.40 - -Equity Linked Non-Convertible Debentures - Series I 20 of Face value ` 100,000 Each Redeemable on 18-Jun-2016 at par 266.10 289.20 - -11.85% Redeemable Non-Convertible Debentures of Face Value ` 1,000,000 Each Redeemable on 29-Apr-2016 at par 350.00 350.00 - -11.70% Non-Convertible Debentures of Face value ` 1,000,000 Each Redeemable on 27-Jul-2015 at par - 150.00 150.00 -Zero Coupon Secured Redeemable Non-Convertible Debentures of Face value ` 1,000,000 Each Redeemable on 27-Jul-2015 at premium - 100.00 100.00 -11.85% Redeemable Non-Convertible Debentures of Face Value ` 1,000,000 Each Redeemable on 29-Apr-2015 at par - 350.00 350.00 -Zero Coupon Secured Redeemable Non-Convertible Debentures of Face Value ` 1,000,000 Each Redeemable on on 22-Apr-2015 at premium - 200.00 200.00 -11.50 % Non-Convertible Debentures of Face value ` 10,000 Each Redeemable on 30-Jan-2015 at par - - - 225.0011.70 % Non-Convertible Debentures of Face value ` 1,000 Each Redeemable on 18-Dec-2014 at par - - - 285.1711.35% Non-Convertible Debentures of Face value ` 1,000,000 Each Redeemable on 28-Nov-2014 at par - - - 150.00










Equity Linked Non-Convertible Debentures Series I-019 of Face value ` 100,000 Each Redeemable on 18-Oct-2014 at par - - - 41.00Equity Linked Non-Convertible Debentures Series I-018 of Face value ` 100,000 Each Redeemable on 18-Oct-2014 at par - - - 77.5012.25% Non-Convertible Debentures of Face value ` 1,000,000 Each Redeemable on 15-Oct-2014 at par - - - 300.00Equity Linked Non-Convertible Debentures Series I-015 of Face value ` 100,000 Each Redeemable on 13-Oct-2014 at par - - - 15.40Equity Linked Non-Convertible Debentures Series I-014 of Face value ` 100,000 Each Redeemable on 13-Oct-2014 at par - - - 27.00Equity Linked Non-Convertible Debentures Series I-016 of Face value ` 100,000 Each Redeemable on 13-Oct-2014 at par - - - 38.5011.70 % Non-Convertible Debentures of Face value ` 1,000 Each Redeemable on 18-Aug-2014 at par - - - 3,001.14Equity Linked Non-Convertible Debentures Series I-017 of Face value ` 100,000 Each Redeemable on 13-May-2014 at par - - - 75.50 Total 35,239.76 22,302.21 800.00 4,236.21

The above debentures are secured by way of registered mortgage and or charge over immoveable property and/or current assets, book debts, receivables (both present and future) and other assets of the Company. Debenture redemption reserves on the Non Convertible Debentures have been created as disclosed in note 4.1.

5.2. NON CONVERTIBLE DEBENTURES – UNSECURED:






12.10% Non-Convertible Debentures of Face value ` 1,000,000 Each Redeemable on 24-May-2023 100.00 100.00 - -12.20% Non-Convertible Debentures of Face value ` 1,000,000 Each Redeemable on 04-Nov-2022 230.00 230.00 - -12.15% Non-Convertible Debentures of Face value ` 1,000,000 Each Redeemable on 31-Aug-2022 50.00 50.00 - -12.15% Non-Convertible Debentures of Face value ` 1,000,000 Each Redeemable on 31-Aug-2022 150.00 150.00 - -








11.25% Non-Convertible Debentures of Face value ` 1,000,000 Each Redeemable on 04-Sep-2020 2,000.00 - - -10.75% Non-Convertible Debentures of Face value ` 1,000,000 Each Redeemable on 03-Jun-2020 100.00 - - -10.75% Non-Convertible Debentures of Face value ` 1,000,000 Each Redeemable on 30-Apr-2020 450.00 - - -12.75% Non-Convertible Debentures of Face value ` 1,000 Each Redeemable on 30-Mar-2019 (SBMIB VI - 7 years) 0.05 0.05 - -12.75% Non-Convertible Debentures of Face value ` 1,000 Each Redeemable on 30-Mar-2019 (SBMIB VII - 7 years) 0.35 0.35 - -12.75% Non-Convertible Debentures of Face value ` 1,000 Each Redeemable on 02-Mar-2019 (SBMIB V - 7 years) 0.08 0.08 - -12.00% Non-Convertible Debentures of Face value ` 1,000,000 Each Redeemable on 27-Feb-2019 (Refer Note - 5.2.1) 750.00 750.00 - -12.75% Non-Convertible Debentures of Face value ` 1,000 Each Redeemable on 23-Feb-2019 (SBMIB IV – 7 years) 0.47 0.47 - -11.50% Non-Convertible Debentures of Face value ` 1,000,000 Each Redeemable on 20-Feb-2019 (Refer Note - 5.2.1) 500.00 500.00 - -12.75% Non-Convertible Debentures of Face value ` 1,000 Each Redeemable on 07-Feb-2019 (SBMIB II – 7 years) 0.03 0.03 - -12.75% Non-Convertible Debentures of Face value ` 1,000 Each Redeemable on 07-Feb-2019 (SBMIB III – 7 years) 0.25 0.25 - -12.75% Non-Convertible Debentures of Face value ` 1,000 Each Redeemable on 18-Jan-2019 (SBMIB I – 7 years) 1.16 1.16 - -12.75% Non-Convertible Debentures series N7 of Face value ` 1,000 Each Redeemable on 17-Sep-2018 451.09 451.09 - -12.75% Non-Convertible Debentures series N6 of Face value ` 1,000 Each Redeemable on 17-Sep-2018 600.38 600.38 - -12.75% Non-Convertible Debentures series N5 of Face value ` 1,000 Each Redeemable on 17-Sep-2018 3,948.53 3,948.53 - -12.25% Non-Convertible Debentures of Face value ` 1,000 Each Redeemable on 04-Apr-2018 (SBDB VI – 6 years) 1.76 1.76 - -12.25% Non-Convertible Debentures of Face value ` 1,000 Each Redeemable on 30-Mar-2018 (SBDB IV – 6 years) 1.44 1.44 - -12.25% Non-Convertible Debentures of Face value ` 1,000 Each Redeemable on 30-Mar-2018 (SBDB V – 6 years) 1.79 1.79 - -










12.25% Non-Convertible Debentures of Face value ` 1,000 Each Redeemable on 01-Mar-2018 (SBDB III – 6 years) 2.41 2.41 - -12.25% Non-Convertible Debentures of Face value ` 1,000 Each Redeemable on 07-Feb-2018 (SBDB II – 6 years) 2.54 2.54 - -12.25% Non-Convertible Debentures of Face value ` 1,000 Each Redeemable on 23-Jan-2018 (SBDB I – 6 years) 3.76 3.76 - -12.75% Non-Convertible Debentures of Face value ` 1,000 Each Redeemable on 30-Mar-2017 (SBMIB VII – 5 years) 2.33 2.33 - -12.75% Non-Convertible Debentures of Face value ` 1,000 Each Redeemable on 30-Mar-2017 (SBMIB VI – 5 years) 3.23 3.23 - -12.75% Non-Convertible Debentures of Face value ` 1,000 Each Redeemable on 02-Mar-2017 (SBMIB V – 5 years) 3.13 3.13 - -12.75% Non-Convertible Debentures of Face value ` 1,000 Each Redeemable on 23-Feb-2017 (SBMIB IV – 5 years) 3.79 3.79 - -12.75% Non-Convertible Debentures of Face value ` 1,000 Each Redeemable on 07-Feb-2017 (SBMIB II – 5 years) 3.30 3.30 - -12.75% Non-Convertible Debentures of Face value ` 1,000 Each Redeemable on 07-Feb-2017 (SBMIB III – 5 years) 4.77 4.77 - -12.75% Non-Convertible Debentures of Face value ` 1,000 Each Redeemable on 18-Jan-2017 (SBMIB I – 5 years) 4.27 4.27 - -12.00% Unsecured Subordinate Non-Convertible Debentures. Option I of ` 1,000 Each Redeemable on 02-Apr-2020 1,798.58 - - -12.00% Unsecured Subordinate Non-Convertible Debentures. Option II of ` 1,000 Each Redeemable on 02-Apr-2020 201.42 - - - Total 11,370.91 6,820.92 - -

5.2.1 For these non convertible debentures, the company has a call option, after 5 years from the date of allotment subject to prior approval from the Reserve Bank of India for redemption. These non convertible debentures do not have any put option.

5.3. TERM LOANS FROM BANkS - SECURED:(` in Millions)

Maturities Non currentAs at March 31, 2015 As at March 31, 2014

1-3 years 3 years & above

Total 1-3 years 3 years & above

Total

Rate of interest *10.01 % to 11.00 % 27,073.46 6,467.08 33,540.54 - - -11.01 % to 12.00 % 9,486.67 2,155.00 11,641.67 16,531.36 5,748.71 22,280.0712.01 % to 13.00 % - - - 5,088.90 1,572.30 6,661.20Total 36,560.13 8,622.08 45,182.21 21,620.26 7,321.01 28,941.27

*The rate of interest for the above term loans are linked to the base rates of the banks and are subject to change from time to time. The above categorization of loans has been based on the interest rates, prevalent as on the respective reporting dates.



6. PROVISIONS:(` in Millions)


March 31, 2015As at

March 31, 2014As at

March 31, 2015As at

March 31, 2014Provision for employee benefitsProvision for leave encashment 18.88 19.54 8.37 5.90Provision for gratuity (Refer Note - 20.1) - - 2.03 39.82Subtotal (A) 18.88 19.54 10.40 45.72Other ProvisionsProvision for Tax (Net of Advance Tax & Tax Deducted at Source) - - - 115.00Provision for standard assets 550.10 309.90 - -Provision for expenses - - 549.95 348.38Proposed preference dividend - - 35.98 -Dividend distribution tax on dividend - - 14.45 6.90Subtotal (B) 550.10 309.90 600.38 470.28Total (A+B) 568.98 329.44 610.78 516.00

7. SHORT TERM BORROWINGS: (` in Millions)



Secured LoansCash credit from banks 3,961.30 3,277.51Term Loan from banks 1,700.00 500.00Loan from Financial Institution 1,000.00 -Sub total (A) 6,661.30 3,777.51Unsecured LoansCommercial Paper 26,650.00 23,310.00Less : Unexpired discount on commercial paper (324.66) (252.40)Inter Corporate deposit 1,020.00 50.00Sub total (B) 27,345.34 23,107.60Total (A+B) 34,006.64 26,885.11

The above secured borrowings are secured by way of first pari passu charge over the current assets in the form of receivables, book debts, bills, outstanding monies receivables including future movable assets, other than those specifically charged. Out of the above secured borrowings, borrowings amounting to ` 5,658.68 million (Previous Year ` 3,747.56 million) are also guaranteed by holding Company IIFL Holdings Limited (Formerly India Infoline Limited).

8. OTHER CURRENT LIABILITIES: (` in Millions)



Current Maturities of Long Term BorrowingsSecured Non Convertible Debentures 800.00 4,236.20Loans from Banks 13,233.83 12,521.99Sub-total (Refer Note-5) 14,033.83 16,758.19OthersAdvances from customers 990.30 610.07Accrued salaries and benefits 218.59 176.55Contractually reimbursable expenses 125.24 160.59Income received in advance 66.91 70.25Interest accrued but not due on borrowings 2,566.16 2,054.45NCD public Issue application money (Refer Note- 8.1) - 2,122.38






March 31, 2015As at

March 31, 2014Payables on account of assignment/securitization transactions 851.07 334.91Payable to group company 6.87 2.88Statutory remittances 54.93 43.16Temporary overdrawn Bank balance as per books 1,425.20 371.46Other payables 19.62 25.26Sub-total 6,324.89 5,971.96Total 20,358.72 22,730.15

8.1 During the year, the subsidiary IIHFL allotted unsecured, subordinated, redeemable, non-convertible debentures (“NCDs”) aggregating to ` 2,000.00 million on 3rd April 2014 which was offered through the public offering in the previous year. Amount in excess of allotment has been refunded to the non-allotees. Amount outstanding to be refunded is ` 0.14 million (Grouped under the sub head “Other payables”).

9. TANGIBLE ASSETS: (` in Millions)

Particulars Computer Electrical Equipment

Furniture And Fixture

Office Equipment

Premises Vehicles Total

Cost or valuation as at April 01,2014 133.82 334.22 744.32 340.99 283.63 - 1,836.98Additions 2.10 19.94 47.75 14.09 2.34 5.50 91.72Deductions/Adjustments during the year (3.62) (4.24) (35.88) (4.81) - - (48.55)As at March 31,2015 132.30 349.92 756.18 350.27 285.98 5.50 1,880.15DepreciationUpto April 01,2014 108.23 176.97 411.82 169.07 11.86 - 877.95Depreciation for the year 21.89 71.88 138.26 65.75 14.25 0.24 312.27Deductions/Adjustments during the year (3.39) (3.05) (29.48) (3.62) - - (39.54)Upto March 31,2015 126.73 245.79 520.60 231.20 26.11 0.24 1,150.67Net Block as at March 31,2015 5.57 104.12 235.58 119.07 259.87 5.26 729.48Net Block as at March 31,2014 25.59 157.24 332.50 171.92 271.78 - 959.03

10. INTANGIBLE ASSETS:(` in Millions)

Particulars AmountSoftware/Intangible assetsCost or valuation as at April 1, 2014 6.25Additions -Deductions / Adjustments during the year -As at March 31, 2015 6.25AmortisationAs at April 1, 2015 6.03Amortisation for the year 0.10Deductions /Adjustments during the year -Up to March 31, 2015 6.13Net Block as at March 31, 2015 0.12Net Block as at March 31, 2014 0.22



11. NON – CURRENT INVESTMENTS :

(` in Millions)




Quoted, Non Trade, Long Term (Valued at cost)


India Infoline Finance Limited Unsecured NCD-Series N6 1,000 1,085 1.22 - -

India Infoline Finance Limited Unsecured NCD-Series N7 1,000 261 0.35 - -

Total Quoted Investment {I} 1.57 - -

Unquoted, Non Trade, Long Term (Valued at cost)

Equity Shares:

Credit Information Bureau (India) Limited 10 250,000 155.00 - -

Sub-total (A) 155.00 -


Arch Agro Industries Limited 10,000 13,073 130.73 13,073 130.73

Assotech Limited 100,000 4,680 468.00 4,160 416.00


Pratibha Impex Private Limited 100,000 - - 100 10.25

Roseberry Developers Private Limited 100,000 2,400 240.00 3,200 320.00

Roseberry Developers Private Limited- (Series B) 100,000 3,000 300.00 4,500 450.00

Ruchi Priya Developers Private Limited 100,000 7,425 742.50 6,000 600.00


Shambhavi Realty Private Limited 100,000 959 95.92 6,074 607.40

Sheth Buildwell Private Limited 100,000 2,580 258.00 51 5.10


Sutlej Housing Private Limited 100,000 700 70.00 1,000 100.00


Renaissance Indus Infra Private Limited 100,000 10,000 1,000.00 - -

Galleria Developers Private Limited- (Series C) 100,000 857 85.71 - -

Wadhwa Group Holdings Private Limited 100,000 11,500 1,150.00 - -

Less: Provision for diminution in the value of Investment (26.14) -

Sub-total (B) 4,886.99 3,125.58

Investment in Market Linked Debenture

Reliance Capital Limited (Refer Note – 11.1) 100,000 448 44.80 448 44.80

Sub-Total (C) 44.80 44.80

Total Unquoted Investment (A+B+C) {II} 5,086.79 3,170.38

Grand Total (I+II) 5,088.36 3,170.38






12. DEFERRED TAX ASSETS:

The company has recognized Deferred Tax Assets since the management is reasonably/virtually certain of its profitable operations in future. As per Accounting Standard 22 ‘Accounting for Taxes on Income’, the timing differences mainly relates to following items and results in a net deferred tax asset:

(Amount in `)Sr. No.



a. On Depreciation 209.34 149.23 b. On Gratuity 0.70 13.54 c. On Provision for doubtful debts 418.24 245.59 d. On Provision for Expenses 52.27 - e. On Provision for standard assets 190.38 105.33

Gross Deferred Tax Asset (A) 870.93 513.69 Deferred Tax Liability on Special Reserve (B) (42.05) - Net Deferred Tax Asset (A+B) 828.88 513.69

13. LOANS & ADVANCES: (` in Millions)


March 31, 2015As at

March 31, 2014As at March

31, 2015As at

March 31, 2014Loans & Advances

- Secured, considered good 49,743.37 38,590.52 87,251.98 62,359.43 - Secured, considered doubtful (Non-performing loans) 1,560.26 531.86 233.16 385.70 - Unsecured, considered good - - - - Less : Provision for doubtful Loans (747.98) (153.48) (321.80) (423.20)Sub-total (A) 50,555.65 38,968.90 87,163.34 62,321.93Others loans & advances Dues from customers: - Secured, considered good - - 7,490.14 4,528.46 - Secured, considered doubtful (Non-performing loans) - - 57.93 21.50 - Unsecured, considered good - - 5.73 17.78Deposits given 181.00 179.47 - -Deposits with exchanges - - 90.00 90.00Capital advances: - Secured - - - - - Unsecured 11.09 12.18 - -Unsecured Inter corporate deposit - - - 200.00Advance Income tax (Net of provision for tax & tax deducted at source) 81.18 - - -Sub-Total (B) 273.27 191.65 7,643.80 4,857.74Total (A+B) 50,828.92 39,160.55 94,807.14 67,179.67



14. OTHER ASSETS: (` in Millions)


March 31, 2015As at

March 31, 2014As at

March 31, 2015As at

March 31, 2014Unamortised debenture issue expenses 113.45 253.31 143.63 108.75

Prepaid expenses 68.85 - 134.50 178.17Service tax input credit receivable - - 3.20 40.98Staff loans - - 1.55 0.58Others - - 149.33 302.87Total 182.30 253.31 432.21 631.35

15. CURRENT INVESTMENTS: (VALUED AT COST OR MARkET VALUE WHICHEVER IS LOWER UNLESS STATED OTHERWISE):

(` in Millions)




Quoted, Non-Trade, CurrentBonds:8.10% HUDCO -2022 1,000 - - 2,000 1.93

8.41% IIFCL -2024 1,000 - - 15,000 15.22

8.48% IIFCL -2028 1,000,000 - - 21 21.72

8.48% IRFC -2028 1,000,000 - - 50 51.38

8.50% NHAI -2029 1,000 - - 15,000 15.04

8.63% NHB -2029 5,000 - - 7,524 38.26

8.41% NTPC -2023 1,000 - - 8,422 8.62

8.67% PFC -2023 1,000 - - 44,000 45.16

8.48% NHAI -2028 1,000,000 90 98.39 - -

Sub-total (A) 98.39 197.33 -

Government Securities: -

7.16% Government Security – 2023 100 5,000,000 450.50 5,000,000 450.50

8.40% Government Security – 2024 100 10,000,000 1,029.40 - -

Less: Provision for diminution in the value of Investment - (11.75)

Sub-Total (B) 1,479.90 438.75

Mutual Funds:HDFC FMP SR 30 10 - - 42,300,000 423.00

HDFC FMP SR 27 10 - - 5,097,100 52.85

Pramerica Fixed Duration Fund SR5 1,000 - - 40,000 43.80

Kotak Bond Plan A 10 12,114,297 483.30 - -

HDFC Monthly Income Plan-Long Term Plan-Growth 10 17,878,898 508.30 - -

Birla Sunlife Income Plus Growth 10 7,493,687 470.80 - -

Reliance Fixed Horizon Fund 10 20,000,000 200.00 - -

ICICI Prudential Value Fund Series 6 (D) 10 500,000 5.00 - -

ICICI Prudential Value Fund Series 6 (G) 10 2,500,000 25.00 - -

Birla Sunlife Fixed Term Plan SR IP Regular 10 3,500,000 38.76 - -

Subtotal (C) 1,731.16 519.65





(` in Millions)




Non Convertible Debentures

India Infoline Finance Limited Unsecured NCD-Series N5 1,000 - - 205,400 205.40

Subtotal (D) - 205.40

Total Quoted Investment (A+B+C+D) {I} 3,309.45 1,361.13

Unquoted, Non- Trade ,Current

Mutual Funds:DWS Ultra Short Term Fund (Refer note -15.1) 10 73,501,223 1,130.00 46,634,954 700.00IIFL Short Term Income Fund 10 - - 1,000,000 10.00

IIFL India Growth Fund 10 11,230,487 120.00 - -

IIFL Liquid Fund Regular Growth 1,000 8,986 10.00 - -

Subtotal (E) 1,260.00 710.00


Assotech Limited 100,000 520 52.00 1,040 104.00

Galleria Mall Developers Private Limited 100,000 - - 3,378 337.84

Galleria Mall Developers Private Limited-(Series C) 100,000 - - 2,285 228.56


Pratibha Impex Private Limited 100,000 137 13.67 307 30.75

Roseberry Developers Private Limited- Series B 100,000 2,000 200.00 500 50.00

Roseberry Developers Private Limited 100,000 1,600 160.00 800 80.00



Wadhwa Constructions and Infrastructures Private Limited 100,000 5,000 500.00 5,000 500.00

Wadhwa Group Holdings Private Limited 100,000 - - 11,500 1,150.00

Ruchi Priya Developers Private Limited 100,000 2,000 200.00 - -

Sutlej Housing Private Limited 100,000 300 30.00 - -


Sub Total (F) 1,758.40 3,191.93

Mutual Funds

JP Morgan Mutual Fund 10 - - 9,307,871 97.79

IIFL Income Opportunities Fund 10 - - 8,530,293 85.57

IIFL Income Opportunities Fund 10 9,890,182 102.91 - -

IIFL National Development Agenda Fund 10 9,713,024 100.00 - -

IIFL Income Opportunities - Special Situation Class B 10 5,857,833 59.53 - -

IIFL Real Estate Fund ( Domestic) Series 1 Class B 10 214 0.00 - -

IIFL Real Estate Fund ( Domestic) Series 1 Class C 57 7,500,000 554.54 - -

Subtotal (G) 816.98 183.36



(` in Millions)




Preference Shares

16.06% -IL & FS Limited 7,500 - 2,256 28.20

Subtotal (H) - 28.20

Total Unquoted Investment (E+F+G+H) {II} 3,835.38 4,113.49

Grand Total {I+II} 7,144.83 5,474.62

Aggregate cost of quoted mutual fund units 1,731.16 519.66

NAV of quoted mutual fund units 1,735.60 521.60

Aggregate cost of quoted investments 3,309.45 1,361.14

Aggregate market value of quoted investments 3,356.73 1,376.92

Aggregate cost of unquoted investments 3,835.37 4,113.48

15.1 Investment in units of DWS Mutual Fund made by the Company is subject to pledge/lien of Deutsche Bank for Overdraft facility provided to IIFL Realty Ltd, the fellow subsidiary.

16. INVENTORIES (VALUED AT LOWER OF COST OR NET REALISABLE VALUE):

(` in Millions)



Options (Refer Note – 16.1) Strike Price

Nifty Call 26-06-2014 4,500 - - 13,550 15.51

Nifty Call 26-06-2014 4,600 - - 9,000 10.62

Nifty Call 26-06-2014 6,500 - - (10,000) (2.95)

Sub-total - 23.18

Non convertible Debentures (Refer note 16.1) Face Value

Equity linked non convertible debentures of Macquarie Finance (India) Private Limited 100,000 - 473 47.30

Sub-total - 47.30

Total - 70.48

Aggregate market value - 133.83






17. CASH AND BANk BALANCES:(` in Millions)

Particulars CurrentAs at

March 31, 2015As at

March 31, 2014Cash and Cash EquivalentsCash on hand 443.83 225.77Balance with Banks: - - - In Current accounts 7,874.50 6,392.59Subtotal (A) 8,318.33 6,618.36Other Banks Balances:Deposits pledged with bank as margin for credit enhancement/ guarantees for credit enhancement/ lien against loans taken (Refer Note 17.1) 2,560.32 1,438.30Deposits with original maturity for more than three months but less than twelve months (Refer Note 17.1) 25.08 58.68Subtotal (B) 2,585.40 1,496.98Total (A+B) 10,903.73 8,115.34

17.1 DETAILS OF FIXED DEPOSITS: (` in Millions)

Breakup of Fixed Deposits AmountLien Marked* 1,386.85First Loss Credit Enhancement 1,051.67Second Loss Credit Enhancement 106.47Free FDR 25.08Interest accrued on Fixed Deposits 15.93

2,585.40

*Out of the total lien marked Fixed Deposit of ̀ 1,386.85 million , ̀ 550.00 million has been lien marked in favour of IIFL Realty Ltd.; ̀ 200.00 million in favour of India Infoline Insurance Brokers Ltd. and ` 130.00 million in favour of India Infoline Media Research Services Ltd.

18. REVENUE FROM OPERATIONS: (` in Millions)

Particulars 2014-2015 2013-2014Income from financing activities 23,622.70 18,137.65Profit from sale of investments (Net) 292.43 269.32Dividend Income 116.44 83.63Total 24,031.57 18,490.60

Note: Revenue from operation of the subsidiary IIHFL would have been higher by ` 40.92 million had there been no change in accounting policies for Revenue Recognition of penal charges and cheque bouncing charges.

19. OTHER INCOME:(` in Millions)

Particulars 2014-2015 2013-2014Processing fee 503.33 492.71Interest on fixed deposits 170.45 86.72Administration fee & other charges from customer 296.22 207.94Miscellaneous income 136.09 426.08Total 1,106.09 1,213.45



20. EMPLOYEE BENEFIT EXPENSES:(` in Millions)

Particulars 2014-2015 2013-2014Salaries 1,994.58 1,572.95Contribution to and provision for : - Provident and other Funds (Refer note - 20.2) 78.09 30.00 - Leave encashment 12.82 12.70 - Gratuity 5.51 10.62Staff welfare expenses 69.29 41.57Total 2,160.29 1,667.84

20.1 DISCLOSURE PURSUANT TO ACCOUNTING STANDARD (AS) 15 REVISED “EMPLOYEE BENEFIT”: (` in Millions)

Particulars 2014-2015 2013-2014AssumptionsDiscount rate 7.89% 9.14%Salary escalation 5.00% 5.00%Rate of return on plan assets 7.89% 8.70%Change in Benefit ObligationLiability at the beginning of the year 42.76 30.44Interest cost 3.91 2.43Current service cost 15.07 14.38Liability transferred in 2.61 3.84Liability transferred out (0.73) (0.18)Benefit paid (3.70) (2.40)Actuarial (Gain)/loss on obligations (13.07) (5.75)Liability at the end of the year 46.85 42.76Amount Recognized in the Balance SheetLiability at the end of the year (46.85) (42.76)Fair value of plan assets at the end of the year 44.81 2.94Funded status (Surplus) (2.04) (39.82)Net Liability/(Asset) recognized in the Balance Sheet (2.04) (39.82)Expense Recognized in Statement of Profit and LossLiability transferred inInterest cost 3.91 2.43Current service cost 15.07 14.38

Expected return on plan assets (0.26) (0.43)

Benefit paid - -

Actuarial (Gain)/loss (13.21) (5.76)

Expense Recognized in Statement of Profit and Loss 5.51 10.62Balance Sheet reconciliationOpening net liability 39.82 25.54

Net transfer in 2.61 3.84

Net transfer out (0.73) (0.18)

Expenses as above 5.51 10.62

Employers contribution (45.17) (0.00)

Benefit paid - -

Net Liability/(Asset) recognized in the Balance Sheet 2.04 39.82





20.2 DEFINED CONTRIBUTION PLANS:

The Company has also recognised the following amount as an expense: (` in Millions)

Particulars 2014-2015 2013-2014

Contribution to provident and other fund 56.47 8.90

21. FINANCE COST:

(` in Millions)

Particulars 2014-2015 2013-2014

Interest expenses 13,612.00 10,846.63

Other borrowing cost 243.88 262.47

Total 13,855.88 11,109.10

22. DEPRECIATION AND AMORTISATION EXPENSES:

(` in Millions)

Particulars 2014-2015 2013-2014

Depreciation on Tangible Assets (Refer Note -9) 312.27 386.96

Amortisation of Intangible Assets (Refer Note -10) 0.10 0.19

Total 312.37 387.15

23. OTHER EXPENSES:

(` in Millions)

Particulars 2014-2015 2013-2014

Advertisement 60.93 79.28

Books & periodicals 0.78 0.87

Bank charges 47.32 109.32

Communication 81.37 82.89

Corporate social responsibility expenses (Refer Note -37) 13.75 -

Direct operating expenses 1,115.83 773.74

Electricity charges 94.68 96.79

Exchange & statutory charges 29.55 15.87

Insurance premium 53.59 0.64

Legal & professional fees 163.24 145.62

Loss on sale of fixed assets 2.41 18.93

Marketing expenses 390.71 442.88

Membership & subscription charges 0.10 0.87

Miscellaneous expenses 8.10 2.42

Office expenses 359.09 345.71

Postage & courier 22.91 38.73

Printing & stationery 54.96 76.94

Rent 492.03 496.05

Rates & taxes 1.20 5.23

Repairs & maintenance:

- Computer 9.00 2.29

- Others 40.02 47.65



(` in Millions)

Particulars 2014-2015 2013-2014

Remuneration to Auditors:

- Audit fees 1.41 1.20

- Certification expenses 0.09 0.05

- Out of pocket expenses 0.09 0.04

Software charges 7.00 33.80

Travelling & conveyance 195.21 170.28

Total 3,245.37 2,988.09

24. PROVISIONS AND WRITE OFF:

(` in Millions)

Particulars 2014-2015 2013-2014

Bad debts written off 43.51 32.43


Provision for diminution in the value of Investments 14.40 11.75

Provision for doubtful loans (Non performing assets) 493.11 275.86

Provision for standard loans 240.20 76.50

Total 1,049.23 439.96

25. BASIC AND DILUTED EARNINGS PER SHARE (EPS) COMPUTED IN ACCORDANCE WITH ACCOUNTING STANDARD (AS) 20 ”EARNINGS PER SHARE”:

(` in Millions)



Basic EPS

Profit after tax as per statement of profit and loss 3,012.28 2,104.03

Less: Preference dividend & DDT on preference dividend 129.86 46.40

Profit after tax attributable to equity shareholders A 2,882.42 2,057.63

Weighted average number of equity shares outstanding B 237.15 237.15

Basic EPS (`) A/B 12.2 8.7

Diluted EPS

Profit after tax as per statement of profit and loss 3,012.28 2,104.03

Less: Preference dividend & DDT on preference dividend 129.86 46.40

Profit after tax attributable to equity shareholders C 2,882.42 2,057.63

Weighted average number of equity shares outstanding 237.15 237.15

Add: Potential equity shares on account of conversion - -

Weighted average number of equity shares outstanding D 237.15 237.15

Diluted EPS (`) C/D 12.2 8.7

Face value per share 10.0 10.0





26. The summary of consolidated Financial Statements represents consolidation of accounts of the Company with its following subsidiaries, all incorporated within India, as detailed below:

Proportion of ownership interest*

Name of the Subsidiary As at March 31, 2015


India Infoline Housing Finance Limited 100% 100%

*Based on equity share capital holding.

27. AS ON MARCH 31, 2015, CONTINGENT LIABILITIES NOT PROVIDED FOR ARE AS FOLLOWS:

(` in Millions)

Sr. No.



(i) In respect of Income tax demands (Refer Note 27.1) 161.87 79.32

(ii) Legal suits filed by the consumers in consumer forum and civil court 0.20 -

Total 162.07 79.32

27.1 The Company has filed appeal against the said demands raised by the department.

27.2 The Company is subject to legal proceedings and claims which have arisen in the ordinary course of the business. The Company’s management does not reasonably expect that these legal actions, when ultimately concluded and determined, will have material and adverse effect on the Company’s financial position.

28. As on the Balance Sheet date, there were outstanding commitments of capital expenditure of ` 5.06 million (Net of advances) (Previous Year ` 39.10 million), out of the total contractual obligation entered up to the end of the year.

29. DETAILS OF PROPOSED PREFERENCE DIVIDEND:

(` in Millions)

Particulars 2014-2015 2013-2014

Dividend Proposed by IIFL (Refer note 29.1)

On 8.00% Compulsorily Redeemable Non- Convertible Non Cumulative Preference Shares of ` 10 each ` 0.8 Per share -

Number of shares 75,000,000 -

Dividend (A) 30.25 -

On 8.00% Compulsorily Redeemable Non Convertible Cumulative Preference Shares of ` 10 each ` 0.8 Per share -

Number of shares 100,000,000 -

Dividend (B) 3.07 -

On 9.25% Compulsorily Redeemable Non Convertible Cumulative Preference shares of ` 10 each ` 0.9 Per share -

Number of Shares 150,000,000 -

Dividend (C) 2.66 -

Total (A+B+C) {I} 35.98 -

Dividend Proposed by Subsidiary – IIHFL

On 6.00% Compulsory Convertible Cumulative Redeemable Preference Shares of ` 10 Each ` 0.6 Per share ` 0.6 Per share

No. of Shares 135,000,000 135,000,000



(` in Millions)

Particulars 2014-2015 2013-2014

Dividend (D) 81.00 40.61

On 10.00% Redeemable Preference Shares of ` 10 Each ` 1 Per share -

No. of Shares 20,000,000 -

Dividend (E) 20.00 -

Total (D+E) {II} 101.00 40.61

Total {I+II} 136.98 40.61

29.1 The above dividend is calculated from the allotment date till 31st March, 2015.

30. The Company operates from and uses the premises, infrastructure and other facilities and services as provided to it by its holding company/ group companies which are termed as ‘Shared Services’. Hitherto, such shared services consisting of administrative and other revenue expenses paid for by the company were identified and recovered/recoverable from them based on reasonable management estimates, which are constantly refined in the light of additional knowledge gained relevant to such estimation. These expenses are recovered on an actual basis and the estimates are used only where actual were difficult to determine.

31. The Company has taken office premises on operating lease at various locations. Lease rent in respect of the same have been charged to statement of Profit and Loss .The agreements are executed for a period ranging 1 to 5 years with a renewable clause. Some agreements have a clause for a minimum lock-in period. The agreements also have a clause for termination by either party giving a prior notice period between 30 to 180 days. The Company has also taken some other assets under operating lease. The minimum lease rentals outstanding as at March 31, 2015, are as under:

(` in Millions)

Minimum Lease Payments As at March 31, 2015


Up to one year 53.78 49.74

One to five years 0.95 2.06

Total 54.73 51.80

32. Segment Reporting:

In the opinion of the management, there is only one reportable business segment (Financing and Investing) as envisaged by AS 17 ‘Segment Reporting’, issued by the Institute of Chartered Accountants of India. Accordingly, no separate disclosure for segment reporting is required to be made in the financial statements of the Company.

Secondary segmentation based on geography has not been presented as the Company operates primarily in India and the Company perceives that there is no significant difference in its risk and returns in operating from different geographic areas within India.

33. Details of Dues to Micro, Small and Medium Enterprises:

Other Current liabilities includes ` Nil (Previous year ` Nil) payable to “Suppliers” registered under the Micro, Small and Medium Enterprises Development Act, 2006. No interest has been paid / is payable by the Company during the year to “Suppliers” registered under this act. The aforementioned is based on the responses received by the Company to its inquiries with suppliers with regard to applicability under the said Act.

34. Return on assets:

The return on assets for the financial year 2014-2015 was 2.0% (Previous year 1.8%).

35. During the year under review, the Company had come across frauds totaling to ` 41.46 million (Previous year ` 28.12 million) in respect of our lending operations. Out of the above ` 23.32 million (Previous year ` 6.08 million) has already been recovered. Suitable action has been taken by the Company to recover the balance amounts.

36. As on March 31, 2015 the gold loan portfolio comprises 22.03% (Previous year 30.82%) of the total asset of the Company.

29. DETAILS OF PROPOSED PREFERENCE DIVIDEND: (CONTD.)





37. CORPORATE SOCIAL RESPONSIBILITY:

During the financial year 2014-15, the Company could spend ` 13.75 million out of the total amount of ` 49.01 million required to be spent as per section 135 of the Companies Act 2013 in respect of Corporate Social Responsibility. The Company aims to undertake CSR projects through selection, implementation and monitoring in a strategic and systematic manner, to ensure sustainable long-term impact. To this end, during the financial year 2014-15 the Company focused on establishing the system and process to enable the same. In the years to come, the Company envisages to enhance the scope of its CSR projects and increase the quantum of CSR expenditure into greater number of impact-driven projects.

38. DISCLOSURES IN RESPECT OF APPLICABILITY OF AS – 18 RELATED PARTY DISCLOSURES.

(a) Related parties where control exists:

Nature of relationship Name of party

Holding Company IIFL Holdings Limited (Formerly India Infoline Limited)

Direct Subsidiaries India Infoline Housing Finance Limited

Fellow Subsidiaries India Infoline Commodities Limited

India Infoline Media & Research Services Limited

IIFL Capital Limited

India Infoline Limited (Formerly India Infoline Distribution Company Limited)

India Infoline Insurance Services Limited

India Infoline Insurance Brokers Limited

IIFL Wealth Management Limited

IIFL Realty Limited

India Infoline Commodities DMCC

IIFL Wealth (UK) Limited

IIFL Capital Inc.

IIFL Asset Reconstruction Company Limited

Group Companies IIFL Distribution Services Limited (Formerly IIFL Distribution Services Private Limited)

IIFL Investment Advisor and Trustee Services Limited (Formerly IIFL Trustee Services Limited)


India Infoline Trustee Company Limited


IIFL Alternate Asset Advisors Limited

IIFL (Asia) Pte. Limited

IIFL Capital Pte. Limited

IIFL Securities Pte. Limited

IIFL Private Wealth Hong Kong Limited

IIFL Private Wealth (Mauritius) Limited

IIFL Private Wealth Management (Dubai) Limited

IIFL Inc.

IIFL Private Wealth (Suisse) SA.

IIFL Properties Private Limited (Formerly Ultra Sign and Display Private Limited)

India Infoline Foundation

key Managerial Personnel Nirmal Jain

Mukesh Kumar Singh (Upto March 25,2015)

Rajashree Nambiar (W.e.f January 29,2015)



Nature of relationship Name of party

Other related parties R. Venkataraman

Madhu Jain (Spouse of Mr. Nirmal Jain)

Valentino S. Peter (Spouse of Mrs. Rajashree Nambiar)

Orpheus Trading Private Limited

Ardent Impex Private Limited

(b) Significant Transaction with Related Parties: (` in Millions)


Fellow Subsidiaries

GroupCompanies

key Management

Personnel

Total

Interest IncomeIndia Infoline Limited (Formerly known as India Infoline Distribution Company Limited) - 0.16 - - 0.16

- (0.76) - - (0.76)IIFL Holdings Limited (Formerly India Infoline Limited) 7.83 - - - 7.83

- - - - -IIFL Wealth Management Limited - 7.74 - - 7.74

- (50.90) - - (50.90)India Infoline Media and Research Services Limited - 2.75 - - 2.75

- - - - -IIFL Realty Limited - 7.69 - - 7.69

- - - - -India Infoline Commodities Limited - 2.90 - - 2.90

- - - - -IIFL Distribution Services Limited (Formerly known as IIFL Distribution Services Private Limited) - - - - -

- (1.30) - - (1.30)India Infoline Insurance Brokers Limited - 0.42 - - 0.42

- - - - -IIFL Capital Limited - 3.23 - - 3.23

- - - - -India Alternates Investment Advisors Private Limited - 2.80 - - 2.80

- - - - -Interest ExpenseIndia Infoline Limited (Formerly known as India Infoline Distribution Company Limited) - 0.82 - - 0.82


- - - - -IIFL Wealth Management Limited - 4.30 - - 4.30

- (0.01) - - (0.01)India Infoline Commodities Limited - 0.38 - - 0.38

- (0.84) - - (0.84)IIFL Realty Limited - 0.47 - - 0.47

- - - - -India Infoline Asset Management Company Limited - - 0.99 - 0.99

- - - - -






CompanyFellow

SubsidiariesGroup

Companieskey


Total

Referral Fees IncomeIIFL Wealth Management Limited - 42.58 - - 42.58

- (69.57) - - (69.57)Arranger/Management /Marketing Support / Processing fees / Advisory expensesIndia Infoline Limited (Formerly known as India Infoline Distribution Company Limited) - - - - -

- (1.00) - - (1.00)India Infoline Media and Research Services Limited - - - - -

- (34.81) - - (34.81)IIFL Wealth Management Limited - - - - -

- (50.29) - - (50.29)IIFL Realty Limited - - - - -

- (11.85) - - (11.85)IIFL Alternate Assets Advisors Limited - 0.95 - - 0.95

- - - - -Rent ExpensesIIFL Realty Limited - 71.00 - - 71.00

- (8.19) - - (8.19)IIFL Properties Private Limited (Formerly Ultra Sign and Display Private Limited) - 0.38 - - 0.38

- - - - -Commission/ Brokerage ExpenseIIFL Wealth Management Limited - - - - -

- (0.55) - - (0.55)India Infoline Limited (Formerly known as India Infoline Distribution Company Limited) - 0.56 - - 0.56

- (1.68) - - (1.68)Director’s RemunerationDirector’s Remuneration - - - 46.72 46.72

- - - (8.31) (8.31)Preference DividendIndia Infoline Limited (Formerly known as India Infoline Distribution Company Limited) - 30.00 - - 30.00

- - - - -IIFL Holdings Limited (Formerly India Infoline Limited) 36.00 - - - 36.00

- - - - -Equity DividendIIFL Holdings Limited (Formerly India Infoline Limited) 586.17 - - - 586.17

(586.17) - - - (586.17)ICD TakenIndia Infoline Limited (Formerly known as India Infoline Distribution Company Limited) - 1,110.00 - - 1,110.00

- (1,200.00) - - (1,200.00)




CompanyFellow

SubsidiariesGroup

Companieskey


Total

IIFL Holdings Limited (Formerly India Infoline Limited) 5,690.00 - - - 5,690.00

- - - - -IIFL Wealth Management Limited - 1,467.58 - - 1,467.58


- (675.00) - - (675.00)India Infoline Asset Management Company Limited - - 300.00 - 300.00

- - - - -IIFL Realty Limited - 1,020.00 - - 1,020.00

- - - - -ICD ReturnedIndia Infoline Limited (Formerly known as India Infoline Distribution Company Limited) - 1,110.00 - - 1,110.00

- (1,200.00) - - (1,200.00)IIFL Holdings Limited (Formerly India Infoline Limited) 5,690.00 - - - 5,690.00


- (675.00) - - (675.00)IIFL Wealth Management Limited - 1,467.58 - - 1,467.58

- - - - -India Infoline Asset Management Company Limited - 300.00 - - 300.00

- - - - -ICD GivenIndia Infoline Limited (Formerly known as India Infoline Distribution Company Limited) - 500.00 - - 500.00

- (2,300.00) - - (2,300.00)IIFL Holdings Limited (Formerly India Infoline Limited) 500.00 - - - 500.00

- - - - -India Infoline Media and Research Services Limited - 97.50 - - 97.50


- (1,631.00) - - (1,631.00)IIFL Realty Limited - 435.50 - - 435.50

- - - - -India Infoline Insurance Brokers Limited - 16.00 - - 16.00



- - (300.00) - (300.00)IIFL Capital Limited - 1,069.50 - - 1,069.50


- - - - -






CompanyFellow

SubsidiariesGroup

Companieskey


Total

ICD Received BackIndia Infoline Limited (Formerly known as India Infoline Distribution Company Limited) - 500.00 - - 500.00

- (2,300.00) - - (2,300.00)IIFL Holdings Limited (Formerly India Infoline Limited) 500.00 - - - 500.00



- (1,631.00) - - (1,631.00)IIFL Realty Limited - 435.50 - - 435.50



- - - - -IIFL Capital Limited - 1,069.50 - - 1,069.50



- - (300.00) - (300.00)Advance TakenIndia Infoline Limited (Formerly known as India Infoline Distribution Company Limited) - - - - -

- (7.00) - - (7.00)India Infoline Commodities Limited - - - - -

- (450.00) - - (450.00)Advance ReturnedIndia Infoline Limited (Formerly known as India Infoline Distribution Company Limited) - - - - -

- (7.00) - - (7.00)India Infoline Commodities Limited - - - - -

- (450.00) - - (450.00)Sale of Investment (Net)IIFL Wealth Management Limited - 1,941.21 - - 1,941.21

- - - - -Purchase of Investment (Net)India Infoline Limited (Formerly known as India Infoline Distribution Company Limited) - 897.06 - - 897.06

- (1,389.50) - - (1,389.50)IIFL Wealth Management Limited - 1,162.76 - - 1,162.76

- - - - -Allocation / Reimbursement of expenses paidIndia Infoline Limited (Formerly known as India Infoline Distribution Company Limited) - 206.02 - - 206.02

- (356.68) - - (356.68)




CompanyFellow

SubsidiariesGroup

Companieskey


Total

India Infoline Media and Research Services Limited - 0.04 - - 0.04- - - - -

India Infoline Commodities Limited - 0.18 - - 0.18- - - - -

Allocation / Reimbursement of expenses paid othersIndia Infoline Limited (Formerly known as India Infoline Distribution Company Limited) - 33.01 - - 33.01



- (23.42) - - (23.42)India Infoline Insurance services Limited - 1.19 - - 1.19


- (2.58) - - (2.58)India Infoline Asset Management Company Limited - - - - -

- - (0.01) - (0.01)India Infoline Insurance Brokers Limited - 0.30 - - 0.30

- - - - -Allocation / Reimbursement of expenses receivedIndia Infoline Limited (Formerly known as India Infoline Distribution Company Limited) - 73.27 - - 73.27


- (0.14) - - (0.14)IIFL Realty Limited - - - - -

- (0.00) - - (0.00)India Infoline Insurance Brokers Limited - 2.39 - - 2.39

- (0.02) - - (0.02)Allocation / Reimbursement of expenses received othersIndia Infoline Limited (Formerly known as India Infoline Distribution Company Limited) - 0.60 - - 0.60




- - - - -Capital Gains on Sale of Preference SharesIndia Infoline Limited (Formerly known as India Infoline Distribution Company Limited) - 7.40 - - 7.40

- - - - -






CompanyFellow

SubsidiariesGroup

Companieskey


Total

IIFL Holdings Limited (Formerly India Infoline Limited) 17.56 - - - 17.56

- - - - -Allotment of Preference sharesIIFL Holdings Limited (Formerly India Infoline Limited) 1,250.00 - - - 1,250.00

(1,350.00) - - - (1,350.00)IIFL Wealth Management Limited - 2,000.00 - - 2,000.00

- - - - -Sale of preference sharesIndia Infoline Limited (Formerly known as India Infoline Distribution Company Limited) - 500.00 - - 500.00


- - - - -Capital Gain on Sale of InvestmentIIFL Wealth Management Limited - 20.34 - - 20.34

- - - - -Guarantee CommissionIndia Infoline Media and Research Services Limited - 0.15 - - 0.15


- - - - -IIFL Realty Limited - 2.38 - - 2.38

- - - - -Delayed Paying ChargesIndia Infoline Limited (Formerly known as India Infoline Distribution Company Limited) - 5.08 - - 5.08

- - - - -Debenture Issue ExpenseIndia Infoline Limited (Formerly known as India Infoline Distribution Company Limited) - 9.61 - - 9.61

- (5.48) - - (5.48)Purchase of Immovable AssetsIIFL Realty Limited - 2.19 - - 2.19

- - - - -

Figures in bracket represent previous year’s figure.



c) Balance outstanding at the end of the year:(` in Millions)


Fellow Subsidiaries

GroupCompanies

key Management

Personnel

Total

Sundry payableIIFL Realty Limited - 6.87 - - 6.87

- (2.88) - - (2.88)India Infoline Commodities Limited - 0.18 - - 0.18

- - - - -ICD payableIIFL Realty Limited - 1,020.00 - - 1,020.00

- - - - -Collateral given (On behalf of)IIFL Realty Limited - 1,680.00 - - 1,680.00

- (850.00) - - (850.00)IIFL Insurance Brokers Limited - 200.00 - - 200.00

- (200.00) - - (200.00)India Infoline Media and Research Services Limited - 130.00 - - 130.00

- - - - -

39. Figures pertaining to subsidiary companies have been reclassified wherever necessary to bring them in line with parent company’s financial statements.

40. Unhedged foreign currency exposure: The unhedged foreign currency exposure as on 31st March 2015 is Nil (Previous Year Nil).

41. Previous year’s figure are regrouped, reclassified and rearranged wherever considered necessary to confirm to current year’s presentation.






Form AOC-I

Salient Features of financial statements of Subsidiary / Associates / Joint Ventures As Per Companies Act , 2013:Subsidiary: India Infoline Housing Finance Limited

(` in million)

Sr. No Preference Shares Amount

1 Share Capital 1,659.00

2 Reserves & Surplus 1,921.47

3 Total Assets 21,077.39

4 Total Liabilities 21,077.39

5 Investments 1.57

6 Total Turnover 2,366.28

7 Profit/(loss) Before Taxation 801.17

8 Provision for Taxation(Including Deferred Tax) 266.15

9 Profit after Taxation 535.02

10 Proposed Preference Dividend 101.00

11 Extent of Interest in Subsidiary* 100.00%

* Based on equity share capital holding.

Note: Reporting period for the subsidiary is the same as holding Company.

For Sharp & Tannan Associates For and on behalf of the Board of Directors

Chartered Accountants of India Infoline Finance Limited

Firm’s Registration No.109983W

By the hand of



CONSOLIDATED FINANCIAL STATEMENTSDIRECTORS’ REPORT STANDALONE

FINANCIAL STATEMENTSCORPORATE OVERVIEW

‘You dream it, and we are there to make it come true.’

In the transformational world of today, dreams and aspirations are mapped by the ability to realise them. It becomes imperative, therefore, for any organisation to quickly grasp and understand customer aspirations and then convert them into reality.

Aligned to this new-age mantra, we are focussed on enhancing our strengths and competencies – across products, sales & marketing and servicing, to reach out faster and connect deeper with our customers. We are collaboratively working towards digitisation that will bridge the gap between the aspirations of our customers and our own ability to make them come true.

It is our strong belief that if there is a mind that is capable of imagining something, there is another that is as capable of translating that imagination into reality.

Corporate InformatIon

BOARD OF DIRECTORSV.K. Chopra Chairman & Independent Director

Nilesh Vikamsey Independent Director

Nirmal Jain Whole Time Director

R. Venkataraman Non Executive Director

Rajashree Nambiar Executive Director and Chief Executive Officer

Sunil Kaul Non Executive Director

COMMITTEE OF BOARDAudit Committee


V.K. Chopra

Sunil Kaul

Nomination and Remuneration Committee


V.K. Chopra

R. Venkataraman

Stakeholders’ Relationship Committee

R. Venkataraman Chairman

Nirmal Jain

Sunil Kaul

Risk Management Committee

V.K. Chopra

Nirmal Jain

Nilesh Vikamsey

Sunil Kaul

Rajashree Nambiar

CSR Committee

Nilesh Vikamsey Chairman & Independent Director

Nirmal Jain

R. Venkataraman

CHIEF FINANCIAL OFFICERAmit Mehendale

COMPANY SECRETARY AND COMPLIANCE OFFICERJitendra Maheshwari

AUDITORSM/s Sharp & Tannan Associates Chartered Accountants

INTERNAL AUDITORSKPMG

CORE MANAGEMENT TEAM Rajashree Nambiar Executive Director and Chief Executive Officer

Dolphie Barboza Head - Commercial Vehicle Finance

Anand Barua Head - Medical Equipment and SME Loans

Bejoy Anthraper Head - Gold Loan

Akash Bafna Head - Credit Policy and Risk Officer

S. Venu Head - Operations

Abizer Motiwala Head - Loan Against Shares (LAS)

B.S. Amarnath Treasurer

N. Kumar Head - Internal Audit

Amlan Singh Head - Customer Service

Harsh Joshi Head - Legal

Mohan Radhakrishnan Chief Compliance Officer

Pallab Mukherji Head - Human Resource

CAUTIONARY STATEMENTThis document contains forward-looking statement and information. Such statements are based on our current expectations and certain assumptions, and are, therefore, subject to certain risk and uncertainties. Should one or more of these risks or uncertainties materialise, or should underlying assumptions prove incorrect, actual results may vary. IIFL does not intend to assume any obligation or update or revise these forward-looking statements in light of developments, which differs from those anticipated.

REGISTRAR AND SHARE TRANSFER AGENTLink Intime India Pvt. Ltd, C-13, Pannalal Silk Mills Compound, L.B.S. Marg, Bhandup (West), Mumbai – 400 078

Registered & Corporate Office:

12A-10, 13th Floor, Parinee Crescenzo, C-38 & 39, G-Block, Bandra Kurla Complex, Bandra (East), Mumbai – 400 051.

LIST OF BANKERS

Allahabad BankAndhra BankAxis Bank LtdBank of BarodaBank of IndiaBank of Maharashtra Canara BankCentral Bank of IndiaCitibankCorporation BankDCB Bank LtdDena BankHDFC Bank LtdICICI Bank LtdIDBI Bank LtdIndian Overseas BankIndusInd Bank LtdKarnataka BankKarur Vysya Bank

Kotak Mahindra BankOriental Bank of CommercePunjab & Sind BankPunjab National BankSmall Industries Development Bank of IndiaStandard Chartered BankSouth Indian BankState Bank of HyderabadSyndicate BankUCO BankThe Jammu and Kashmir BankVijaya BankYes Bank Ltd

Annual Report 2014-2015INDIA INFOLINE FINANCE LIMITED

LoanHamaara.

Sapna Aapka.

www.iiflfinance.com, www.indiainfoline.com

12A-10, 13th Floor, Parinee Crescenzo,C-38 and C-39, G Block, Behind MCA, Bandra Kurla Complex,

Bandra East, Mumbai – 400 051.

INDIA INFOLINE FINANCE LIMITEDCIN – U67120MH2004PLC147365

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| Annual R

eport 2014-2015