IIFCL Asset Management Company Limited...
Transcript of IIFCL Asset Management Company Limited...
CONTENTS
Page No.
Notice 1
7
26
27
30
31
32
33
40
41
Director's Report
Comments of the Comptroller and Auditor General of India
Independent Auditor's Report
Balance Sheet
Profit and Loss Account
Cash Flow Statement
Notes to Accounts
Attendance Slip
Proxy Form
Statutory Auditors
Registered Office
Corporate Office
Bankers
M/s Virender K. Gupta & Co, Chartered Accountants
2nd Floor, MCD Building, D.B Gupta Road,
Paharganj, New Delhi-110055.
Phone: 011-23583959,23583216
9th Floor, Hindustan Times Building,
18 & 20, Kasturba Gandhi Marg,
New Delhi-110001.
Phone: 011-23450267/77
www.iifclmf.com
CIN: U65991DL2012GOI233601
Email: [email protected]
301-312, 3rd Floor, Ambadeep Building
14, Kasturba Gandhi Marg,
New Delhi-110001
Phone: 011-43717125/26
IDBI Bank Limited
Annual Report 2014-15IIFCL Asset Management Company Limited 1
IIFCL ASSET MANAGEMENT COMPANY LIMITED
IIFCL ASSET MANAGEMENT COMPANY LIMITED(A wholly Owned Subsidiary of IIFCL, A Govt. of India Enterprise)
CIN: U65991DL2012GOI233601
Regd. Office:
Ph: Fax No.
Email: Website :
9th Floor, Hindustan Times House Building,
18 & 20 Kasturba Gandhi Marg, New Delhi-110001
011-43717125/26. 011-23445119
[email protected] www.iifclmf.com
N O T I C E
NOTICE IS HEREBY GIVEN THAT THE THIRD ANNUAL GENERAL MEETING OF THE MEMBERS
OF IIFCL ASSET MANAGEMENT COMPANY LIMITED WILL BE HELD ON THURSDAY THE 10th
SEPTEMBER, 2015 AT 11.00 A.M AT THE BOARD ROOM OF INDIA INFRASTRUCTURE FINANCE
COMPANY LIMITED (IIFCL), 8th FLOOR, HINDUSTAN TIMES HOUSE BUILDING, 18 & 20
KASTURBA GANDHI MARG, NEW DELHI-110001 TO TRANSACT THE FOLLOWING
BUSINESSES:
(1) To receive, consider and adopt the audited Balance Sheet as at 31st March 2015 and the
statement of Profit and Loss for the year ended 31st March 2015together with the Report of
the Board of Directors and Auditor's report thereon and the comments thereon of the
Comptroller & Auditor General of India.
(2) Pursuant to section 139(1) of the Companies Act, 2013, the Auditors of a Government
Company are to be appointed or re-appointed by the Comptroller and Auditor General of
India (C&AG) and in terms of Section 142(1) of the Companies Act, 2013, their remuneration
has to be fixed by the Company in Annual General Meeting. The Members of the Company in
the 2nd Annual General Meeting held on Monday, 30th June 2014 had authorized the Board of
Directors to fix the remuneration of Statutory Auditors for the financial year 2014-15.
Accordingly, the Board of Directors had fixed audit fee of 45000(Rupees forty five thousand
only) plus service tax for the Statutory Auditors for the financial year 2014-15.
Pursuant to section 139(1) of the Companies Act, 2013, the Statutory Auditors of the
Company for the year 2015-16 are yet to be appointed by C&AG. The members may authorize
the Board of Directors to fix an appropriate remuneration of Statutory Auditors as may be
deemed fit by the Board for the year 2015-16.
`
ORDINARY BUSINESS:
SPECIAL BUSINESS:
(3) Appointment of Dr. Pawan Singh (DIN:00044987) as an Independent Director.
To consider and if thought fit, to pass the following resolution as an ORDINARY RESOLUTION:
“RESOLVED THAT
“RESOLVED THAT
pursuant to the provisions of Sections 149 and 152 read with Schedule IV and
other applicable provisions, if any, of the Companies Act, 2013 (“the Act”) and the Companies
(Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s)
or re-enactment(s) thereof, for the time being in force), Dr. Pawan Singh be and is hereby appointed
as an Independent Director of the Company, not liable to retire by rotation and to hold office for a
maximum term of four years i.e upto 31st March, 2019 or till the cessation of office with his
nominating organization, whichever is earlier.”
(4) Appointment of Sh. M N Sarma (DIN:06734357) as an Independent Director.
To consider and if thought fit, to pass the following resolution as an
pursuant to the provisions of Sections 149 and 152 read with Schedule IV and
other applicable provisions, if any, of the Companies Act, 2013 (“the Act”) and the Companies
(Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s)
or re-enactment(s) thereof, for the time being in force), Sh. M N Sarma be and is hereby appointed as
an Independent Director of the Company, not liable to retire by rotation and to hold office for a term
of four years i.e upto 31st March, 2019 or till the cessation of office with his nominating
organization, whichever is earlier.”
ORDINARY RESOLUTION:
By Order of the Board of Directors
FOR IIFCL ASSET MANAGEMENT COMPANY LIMITED
Place: New Delhi
Date:27th July, 2015
Sd/-
Ajay PS SainiHead- Company Secretariat & Compliances
REGISTERED OFFICE9th Floor, HT House,
18 & 20 Kasturba Gandhi Marg,
New Delhi-110001
Email: [email protected]
www.iifclmf.com
CIN: U65991DL2012GOI233601
Phone: 011-43717125/26
2Annual Report 2014-15 IIFCL Asset Management Company Limited
NOTES: -
(1)
(2) Proxies in order to be effective must be received by the company not less than 48 hours
before the commencement of the Annual General Meeting. Blank proxy form is enclosed.
(3) Corporate Members are requested to send a duly certified copy of the Board
Resolution/Power of Attorney /Authority authorizing their representative to attend and
vote on their behalf at the Annual General Meeting. Alternatively, such an authority duly
certified should be brought by the representative attending on behalf of the corporate body
at the meeting.
(4) A Statement pursuant to section 102(1) of the Companies Act, 2013, relating to special
business to be transacted at the meeting is annexed hereto.
(5) None of the Directors of the Company is in any way related to each other.
(6) All the documents referred to in the accompanying notice are open for inspection at the
Registered Office of the Company on all working days (excluding Saturday and Sunday),
between 11.00 A.M to 1.00 P.M., prior to the Annual General Meeting.
(7) Members desirous of obtaining any information/clarification(s) concerning the accounts
and operations of the Company or intending to raise any query are requested to forward
the same at least 10 days before the date of meeting at the Registered Office of the Company
so that the same may be attended to appropriately.
(8) Members are requested to bring their Attendance Slip to the Annual General Meeting.
(9) Route map of the venue of the Annual General Meeting is enclosed.
A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO
APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF/HERSELF AND THE
PROXY NEED NOT BE A MEMBER OF THE COMPANY.
Annual Report 2014-15IIFCL Asset Management Company Limited 3
EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES
ACT, 2013.
ITEM No. 3 & 4:
Dr. Pawan Singh & Sh. M.N. Sarma were appointed as Independent Directors to the Board of IIFCL
Asset Management Company Limited (IAMCL) on 14th August, 2012 & 9th December, 2013
respectively.
As per Section 149 of the Companies Act, 2013, Companies (Appointment and Qualifications of
Directors) Rules, 2014 (“the Act”)provides for appointment of Independent Directors at a general
meeting of the Company. The Act further provide that the tenure of the Independent Directors shall
not exceed five years at a time from the date of the commencement of the Act i.e 1st April, 2014 and a
further term of five consecutive years.
As per the relevant Clarification issued by MCA in this regard require that it would be necessary that
if it is intended to appoint existing Independent Directors under the new Act, such appointment
shall be made expressly under section 149 read with Schedule IV of the Companies Act, 2013 within
the period stipulated therein.
The Resolutions seek the approval of Members for the appointment of Dr. Pawan Singh & Sh. M.N.
Sarma as Independent Directors of the Company pursuant to Section 149, 152 read with Schedule IV
of the Companies Act, 2013. The term shall be for a maximum period of four years i.e upto 31st
March, 2019 as they hold the directorship prior to implementation of the Companies Act, 2013 or
till they cease to hold office with their nominating organizations due to superannuation or any other
reason, whichever is earlier.
Dr. Pawan Singh and Sh. M. N Sarma holds NIL shares of IIFCL Asset Management Company Limited.
None of the Directors and Key Managerial Personnel of the Company or their relatives except Dr.
Pawan Singh and Sh. M. N Sarma are interested or concerned in this resolution.
The Board recommends these resolutions for your approval.
ANNEXURE TO THE NOTICE
By Order of the Board of Directors
FOR IIFCL ASSET MANAGEMENT COMPANY LIMITEDPlace: New Delhi
Date:27th July, 2015
Sd/-
Ajay PS SainiHead- Company Secretariat & Compliances
REGISTERED OFFICE9th Floor, HT House,
18 & 20 Kasturba Gandhi Marg,
New Delhi-110001
Ph: 011-43717125/26
Email: [email protected]
www.iifclmf.com
CIN: U65991DL2012GOI233601
4Annual Report 2014-15 IIFCL Asset Management Company Limited
Annual Report 2014-15IIFCL Asset Management Company Limited 5
Name
Date of Birth & Age
Date of Appointment
Qualifications
Areas of Expertise
Directorships held in other
companies
Membership/Chairmanship
of Committees of other
Companies
No. of Shares held in IIFCL Asset
Management Company Limited
Dr. Pawan Singh Sh. M.N. Sarma
19.10.1961
53 years
14th August, 2012
B.A. Honours (Economics,
English, History), M.B.A.
(Finance & Marketing), Ph.D.
in Financial Management
(Infrastructure Financing)
Financial Planning, Debt
Management including
Debt restructuring and Debt
financing, Equity financing,
Budgeting, handling of
financial products like
FCCB etc.
NIL
NIL
NIL
NIL
20th May, 1958
57 years
9th December, 2013
M.A. (Economics), LL.B., AIII
Investment (Operations &
Information Technology)
Director
Industrial Credit Company
Limited
BRIEF PARTICULARS OF DIRECTORS PROPOSED TO BE APPOINTED AT THIS AGM
Whole Time Director
Director
PTC India Financial Services
Limited
PFS Capital Advisors Limited
Route Map for the venue of 3rd Annual General Meeting of
IIFCL Asset Management Company Limited (IAMCL)
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6Annual Report 2014-15 IIFCL Asset Management Company Limited
DIRECTORS' REPORT
Financial Results
To
The Shareholders,
The Directors of IIFCL Asset Management Company Limited (IAMCL) take great pleasure inpresenting the Third Annual Report on the business and operations of your company and theAudited financial statements for the financial year ended 31st March, 2015 along with report of theStatutory Auditors and the Comptroller and Auditor General of India thereon.
The summary of financial results of the company for the period ended 31st March 2015 are as under:
(` in Lacs)
IIFCL ASSET MANAGEMENT COMPANY LIMITED
SUMMARISED STATEMENT OF PROFIT & LOSS FOR THE PERIOD ENDED
31st MARCH 2015
PARTICULARS
Operating Profit
Exceptional Items
PROFIT BEFORE TAX
Tax Expense
PROFIT FOR THE YEAR
Earnings per equity share
(face value of 10/-each)(in )� �
Total Revenue
Total Expenses
Figures for the
period ended
31st March 2015
Figures for the
period ended
31st March 2014
476.58
239. 33
237.25
-
78.10
237.25
159.15
1.27
158.72
119.68
39.04
-
12.72
39.04
26.32
0.21
Annual Report 2014-15IIFCL Asset Management Company Limited 7
During the financial year, your company's total revenue grew to 4.77 crore from 1.59 crore, net
revenue from operation to 3.59 crore from 0.37 crore and net profit to 1.59 crore from 0.26
crore.
� �
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Dividend
Reserves
Infrastructure Debt Fund
The Board of Directors of your Company has not recommended any dividend for the financial year
ended on 31st March 2015.
The company has transferred 159,14,177 to Reserves and Surplus for the financial year 2014-15.
As per the estimated infrastructure investment outlay of USD 1 Trillion during the 12th Five Year
Plan, infrastructure projects require cost effective and long-term financing for the growth of
Infrastructure sector and capital formation. To address the issue, the Government of India has
allowed for setting-up of Infrastructure Debt Funds (IDFs) through the NBFC route regulated by RBI
and the other through the Mutual Fund (MF) route regulated by Securities and Exchange Board of
India (SEBI).
India Infrastructure Finance Company Limited (IIFCL) had chosen the SEBI regulated MF route and
incorporated IIFCL Asset Management Company Ltd (IAMCL), a wholly owned Subsidiary, in
March, 2012 to manage IIFCL Mutual Fund (IDF). IIFCL Mutual Fund (IDF) was registered by SEBI in
January, 2013.
IIFCL Mutual Fund (IDF) launched its maiden IDF scheme through private placement route in the
name of “IIFCL Mutual Fund Infrastructure Debt Fund Series I” (rated “AAA idf-mf” by two domestic
rating agencies) on 31st December 2013 and after successfully raising 300 crore, closed the
scheme on 6th February, 2014. The scheme achieved the distinction of being the first IDF Mutual
Fund in the country to be listed on the Bombay Stock Exchange (BSE) and is rated “AAA idf-mf” by
two domestic rating agencies.
The financial year 2014-15 was the first full year of operations and the company has exhibited good
performance. The NAV per unit of “IIFCL Mutual Fund Infrastructure Debt Fund Series I” having face
value of 10,00,000/- grew to 11,12,687.49/- and AUM size has reached 333.80 crore as on
31.3.2015.
IIFCL MF (IDF) is currently in the process of launching two new schemes, both rated “AAA mf-idf” by
two domestic credit rating agencies with Series II focused on infrastructure sectors with a fund size
of up to 1,500 crore and Series III with focus on Green initiative (Solar and wind energy, waste-to-
energy, water and sanitation etc.) with a fund size of upto 1,000 crore.
The Board of Trustees of IIFCL Mutual Fund(IDF)as duly approved by the SEBI comprises as under:
1. Sh. Sanjeev Ghai Chairman
2. Sh. A.K. Jain Representative of Oriental Bank of Commerce
3. Sh.K. K. Taneja Representative of Central Bank of India
4. Sh. H.K. Parikh Representative of Punjab National Bank
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8Annual Report 2014-15 IIFCL Asset Management Company Limited
Name and Designation
*Sh. Rajeev Mukhija
Sh. Deepak Kumar Chatterjee
Sh. M N Sarma
Dr. Pawan Singh
**Sh. A. C. Chaturvedi
Sh. S.B. Nayar
Chairman & Director
Dr. E.S. Rao
Director & CEO
Category Date of Appointment
Director 12th December 2013
Director 28th March 2012
Director 28th March 2012
Director 26th June 2014
Independent Director 9th December 2013
Independent Director 14th August, 2012
Independent Director 13th August, 2012
Board of Directors
The composition of Board of Directors of your company during the financial year was as under:
*Ceased to be Director w.e.f. 26th June, 2014
**Ceased to be Independent Director w.e.f. 28th February, 2015
There are five Directors on the Board of the Company as mentioned above. Two of them areindependent directors named Sh. M N Sarma & Dr. Pawan Singh. All Independent Directors havegiven declaration that they meet the criteria of Independence as laid down under section 149(6) ofthe Companies Act, 2013. The said Declarations have been annexed to this Report as
India Infrastructure Financial Company Limited (IIFCL) i.e. holding company of IAMCL, nominatedSh. Deepak Kumar Chatterjee in place of Sh. Rajeev Mukhija, subsequently in 13th Meeting of Boardof Directors of IAMCL, Sh. Deepak Kumar Chatterjee was appointed as Director of IAMCL in place ofSh. Rajeev Mukhija w.e.f 26th June,2014. Sh. A C Chaturvedi also ceased to be Independent Directorof the Company due to his superannuation in nominating company NTPC Limited w.e.f. 28thFebruary 2015.
Sh. Sumiran Bansal also joined the Company as Head Finance and in compliance of section 203 (1) ofthe Companies Act, 2013 appointed as Whole-time Key Managerial Personnel (KMP) in the capacityof “Chief Financial Officer” w.e.f. 20th October 2014. Further in compliance of section 203 (1) of theCompanies Act, 2013 Dr. E.S Rao who was already Director & Chief Executive Officer of the companywas appointed as Whole-time Key Managerial Personnel (KMP) in the capacity of “Chief ExecutiveOfficer” w.e.f. 12th November,2014.
As per the Circular issued by the Ministry of Corporate Affairs it is required that IndependentDirectors appointed under Companies Act, 1956 should be reappointed under the provisions ofCompanies Act, 2013. In this regard, Sh. M. N. Sarma and Dr. Pawan Singh who were appointed asDirector on the Board on 9th December, 2013 & 14th August, 2012 respectively were required to beappointed pursuant to the provisions of the Companies Act, 2013. Accordingly, their respectiveappointment as Independent Director have been proposed.
Employee's relations remain peaceful and cordial during the year.
Annexure I
Details of Directors, Key Managerial Person (KMP) & Employees
Annual Report 2014-15IIFCL Asset Management Company Limited 9
Name of the Director
Name of the Director
*Sh. Rajeev Mukhija
*Sh. Rajeev Mukhija
**Sh. Deepak Kumar Chatterjee
**Sh. Deepak Kumar Chatterjee
Sh. M N Sarma
Sh. M N Sarma
Dr. Pawan Singh
Dr. Pawan Singh
Sh. A. C. Chaturvedi
Sh. S.B Nayar
Dr. E.S. Rao
No. of Board Meetings Attended
No. of Audit Committee Meetings Attended
6
1
6
2
1
5
3
4
6
5
5
* Ceased to be Director on 26th June, 2014
** Appointed on 26th June, 2014
The Board of Directors of your company had reconstituted the Audit Committee in its 13th BoardMeeting held on 26th June, 2014 in compliance with the provisions of Section 177 of the CompaniesAct, 2013. The Constitution of the Audit Committee as on date is as under:
Sh.Deepak Kumar Chatterjee Director
Sh. M N Sarma Independent Director
Dr. Pawan Singh Independent Director
During the financial year ended 31st March, 2015, the Audit Committee of the Board met five times
on 30th April 2014, 26th June 2014, 18th September 2014, 7th November 2014 & 4th February
2015.
Name Designation
Audit Committee of the Board
- Number of Meetings of the Audit Committees attended by each Director during the
Financial Year 2014-15 :
10
* Ceased to be Director on 26th June, 2014
** Appointed on 26th June, 2014
Board Meetings during the period
Number of Meetings of the Board attended by each Director during the Financial Year 2014-15 :
During the period under review, the Board of Directors of your company met 6 times:on 30th April,2014, 26th June, 2014, 18th September 2014, 17th October, 2014, 10th November 2014 & 4thFebruary, 2015.
Annual Report 2014-15 IIFCL Asset Management Company Limited
Nomination and Remuneration Committee
Role of Nomination and Remuneration Committee
Non-Executive Directors / Independent Directors
Remuneration Policy
•
In terms of Section 178(1) of the Companies Act,2013, the company renamed the existing
Recruitment & Remuneration Committee as “Nomination and Remuneration Committee” (NRC) and
inducted one more independent director as a member of the Committee in its 13th Board Meeting
held on 26th June, 2014.
Half of the members of NRC are independent directors as required under the provisions of the
Companies Act, 2013. It is also provided in the said act that the chairperson of the company shall not
chair the committee if he is a member of such committee. The Composition of the NRC during the
year under review:
Sh. S.B Nayar Chairman & Director
Dr. E.S Rao Director & Chief Executive Officer
Sh. A.C Chaturvedi Independent Director
Dr. Pawan Singh Independent Director
During the period under review the NRC met: NIL
The Company further reconstituted the NRC it in its 18th Board Meeting, held on 28th April, 2015 to
appoint Sh. M. N. Sarma in place of Sh. A.C. Chaturvedi.
The Nomination and Remuneration Committee shall identify persons who are qualified to be
appointed in senior management in accordance with the criteria lay down, recommend to the Board
their appointment and removal.
The Committee shall formulate the criteria for determining qualifications, positive attributes and
recommend to the Board a policy, relating to the remuneration for the key managerial personnel and
other employees.
The Nomination and Remuneration Committee shall, while formulating the policy shall ensure that
(a) The level and composition of remuneration is reasonable and sufficient to attract, retain and
motivate directors of the quality required to run the company successfully;
(b) Relationship of remuneration to performance is clear and meets appropriate performance
benchmarks; and
(c) Remuneration to key managerial personnel and senior management involves a balance
between fixed and incentive pay reflecting short and long-term performance objectives
appropriate to the working of the company and its goals.
The Board of Directors of your company in its 15th Board Meeting held on 17th October, 2014 had
approved the payment of sitting fees of 20,000/- [Rupees Twenty Thousand
Name Designation
� Only] for each Board
Meeting and 10,000/- [Rupees Ten Thousand Only] for each Committee Meetings of the Board to
the Part Time Non Official Independent Directors of the Company or their parent organization for
attending each meeting of the Board or Committee thereof held.
�
Annual Report 2014-15IIFCL Asset Management Company Limited 11
12
Accordingly, your company had made the payment of sitting fee to the Part Time Non Official
Independent Directors of the Company or their parent organization for attending each meeting of
the Board or Committee thereof held.
The Director & Chief Executive Officer of IIFCL Asset Management Company Limited (IAMCL) Dr.
Emandi Sankara Rao, appointed as Whole- time Key Managerial Personnel (KMP) in the capacity of
“Chief Executive Officer” w.e.f 12th November, 2014 in compliance of section 203 (1) of the
Companies Act, 2013 continues to remain Director of the Company and his remuneration in the
capacity of Chief Executive Officer continues to be governed by the remuneration in the applicable
Grade of the India Infrastructure Finance Company Limited (IIFCL) i.e. holding company, as may be
applicable from time to time.
During the year under review, the Company has not accepted any deposits under Section 73 of the
Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.
The company is engaged in asset management business and not manufacturing hence, the
disclosure of particulars regarding Conservation of Energy is not applicable. However, efforts are
made to take appropriate energy efficient measures in the office to ensure conservation of energy.
The activities of company do not involve any technology absorption.
As per the provisions of Section 197 of the Companies Act, 2013 and rules made thereunder,
Government Companies are exempted from inclusion of the statement of particulars of employees.
The information has, therefore, not been included as part of the Directors' Report.
The Foreign Exchange earned /outgo in terms of actual inflows/outflow during the year: NIL
As per Section 135 (1) Companies Act, 2013 the company is not required to constitute Corporate
Social Responsibility Committee and to adopt CSR policy.
All related party transactions that were entered into during the financial year were on arm's length
basis and were in the ordinary course of the business. There are no materially significant related
party transactions made by the company with Promoters, Key Managerial Personnel or other
designated persons which may have potential conflict with interest of the company at large.The
details of such related party transactions have been provided as to this report in the
format prescribed in Form AOC-2.
Following are the details of related party transactions consisting reimbursement of expenses only,
during the year under review:
Annexure II
• Executive Director / Whole Time Director
Deposits
Conservation of Energy and Technology Absorption
Particulars of employees and related disclosures
Foreign Exchange Earnings and outgo
Corporate Social Responsibility (CSR)
Related Party Transactions
Annual Report 2014-15 IIFCL Asset Management Company Limited
S. No.
1.
Particulars of the Party Relationship Nature of
Transaction
Amount in �
India Infrastructure
Finance Company
Limited (IIFCL)
Holding
Company
Rent
Amount
Payable
Salary Paid
to IIFCL
Employees
2014-15 2013-14
69,03,089 53,12,640
24,36,210 1,63,87,469
12,97,739 8,17,545
Particulars of Loans, Guarantees or Investments
Right to Information Act, 2005
Official Language
Extract of the Annual Return
Statutory Auditors
Reporting of Frauds by Auditors under section 143 (12) of Companies Act, 2013
Comments of the Statutory Auditors/Comptroller & Auditor General of India on Annual
Accounts
The Company has not entered into/or made any contract, agreements or arrangement relating to
loans, guarantees or investments for the financial year under review as referred under Section 186
of the Companies Act, 2013.
During the year under review, the Company had received nil application under the Right to
Information Act, 2005.
Efforts were made during the year towards encouraging use of Hindi in Official transactions as also
to ensure compliance of the provisions of Official Language Act,1963.
As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies
(Management and Administration) Rules, 2014, an extract of annual return in MGT 9 forms a part of
this Annual Report as .
M/s Virender K. Gupta & Co. Chartered Accountants were appointed as Statutory Auditors of IIFCL
Asset Management Company Limited for the financial year ending 31st March 2015 by the Office of
Comptroller & Auditor General of India.
The Statutory Auditors did not report any offences involving fraud having been committed against
the company by officers or employees of the company during the year under review.
The Notes on Financial Statements referred to in the Auditors' Report are self-explanatory and do
not call for any further comments. The nil comments of the
Annexure III
Comptroller & Auditor General of India
under Section 143(6)(b) of the Companies Act, 2013 is annexed as to this Report.Annexure IV
Annual Report 2014-15IIFCL Asset Management Company Limited 13
14
Risk Management
Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibitionand Redressal) Act, 2013
Directors' Responsibility Statement
Acknowledgements
The company's Risk Vision statement is to encompass a holistic charter and profile for the IntegratedRisk Management Framework that will support IAMCL vision in minimizing risks in the businessvalue chain and provide confidence to all the stakeholders by enhancing the Balance Sheet strength.The company has been addressing various risks impacting the company.
The company is an equal employment opportunity company and believes that all employees of theCompany, have the right to be treated with dignity. Sexual harassment at the work place or other thanwork place, if involving employees, is a grave offence and is, therefore, punishable.
However the company is not required to constitute the Internal Complaints Committee (ICC) underSexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 asthere are only Six employees working in the company and only one of them is the female employeebut in spite of that the company is committed to creating a healthy working environment thatenables employees to work without fear of prejudice, gender bias and sexual harassment.
As required under section 134 (5) of the Companies Act, 2013 Directors of your Company herebystate and confirm that:
(a) in the preparation of the annual financial statements for the year ended March 31, 2015, theapplicable accounting standards had been followed along with proper explanation relating tomaterial departures;
(b) the directors had selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair view ofthe state of affairs of the company at the end of the financial year March 31, 2015 and of theprofit and loss of the company for that period;
(c) the directors had taken proper and sufficient care for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act, 2013 for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;
(d) the directors had prepared the annual accounts on a going concern basis; and
(e) the directors, in the case of a listed company, had laid down internal financial controls to befollowed by the company and that such internal financial controls are adequate and wereoperating effectively;
(f) the directors had devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
The Board of Directors of your company is thankful to the Central Government particularly theMinistry of Finance, Securities and Exchange Board of India (SEBI), Bombay Stock Exchange(BSE),Association of Mutual Funds of India (AMFI), Banks, Financial Institutions for providing necessarysupport in path breaking initiative to establish Infrastructure Debt Fund (IDFs) in the country. TheBoard is also thankful to the Comptroller and Auditor General of India and the Auditors of theCompany for their valuable guidance and advice.
Your company places on record its sincere gratitude to the Board of Trustees of IIFCL Mutual Fund,whose guidance and valuable direction will enable it to tread the path towards the objective.
BY ORDER OF THE BOARD OF DIRECTORS
FOR IIFCL ASSET MANAGEMENT COMPANY LIMITED
Sd/-
(S.B.NAYAR)
Place : New Delhi Chairman and Director
Date :27th July, 2015 DIN:02175871
Annual Report 2014-15 IIFCL Asset Management Company Limited
Annual Report 2014-15IIFCL Asset Management Company Limited 15
Date: 28th April, 2015
To,
The Board of Directors
IIFCL Asset Management Company Limited (IAMCL)
9th Floor, Hindustan Times Building,
18 & 20 Kasturba Gandhi Marg,
New Delhi-110001.
Sub:
Dear Sir(s),
I, Dr. Pawan Singh, son of Sh. Rajendra Singh, residing at D-85, Panchsheel Enclave, New Delhi-
110019, India, hereby certify, undertake and confirm that I satisfy the criteria of independence as
provided under Section 149 (6) of the Companies Act, 2013.
Sd/-
Dr. Pawan Singh,
Independent Director, IAMCL
Declaration of Independence pursuant to Section 149 (6) of the Companies Act, 2013.
Annexure -I
Date: 28th April, 2015
To,
The Board of Directors
IIFCL Asset Management Company Limited (IAMCL)
9th Floor, Hindustan Times Building,
18 & 20 Kasturba Gandhi Marg,
New Delhi-110001.
Sub:
Dear Sir(s),
I, M. Nagaraja Sarma, son of Late M. Hanumantha Rao, residing at S-482, 2nd Floor, Greater Kailash,
New Delhi, 110048, India, hereby certify, undertake and confirm that I satisfy the criteria of
independence as provided under Section 149(6) of the Companies Act, 2013.
Sd/-
M. Nagaraja Sarma,
Independent Director, IAMCL
Declaration of Independence pursuant to Section 149 (6) of the Companies Act, 2013.
16Annual Report 2014-15 IIFCL Asset Management Company Limited
(Pursuant to clause (h) of sub-section (3)of section 134 of the Act and Rule 8(2)
of the Companies(Accounts) Rules, 2014)
(a) Name(s) of the related party and nature of relationship: NA
(b) Nature of contracts/arrangements/transactions: NA
(c) Duration of the contracts / arrangements/transactions: NA
(d) Salient terms of the contracts or arrangements or transactions including the value, if any:NA
(e) Justification for entering into such contracts or arrangements or transactions: NA
(f) Date(s) of approval by the Board: NA
(g) Amount paid as advances, if any: NA
(h) Date on which the special resolution was passed in general meeting as required underfirst proviso to section 188: NA
(a) Name(s) of the related party and nature of relationship:India Infrastructure FinanceCompany Limited (IIFCL), Holding Company.
(b) Nature of contracts/arrangements/transactions: Reimbursement of Expenses
(c) Duration of the contracts/arrangements/transactions: 1st April 2014 to 31st March2015
(d) Salient terms of the contracts or arrangements or transactions including the value, if any:Not Any
(e) Date(s) of approval by the Board, if any: 10th November, 2014 & 28th April, 2015
(f) Amount paid as advances, if any: No
BY ORDER OF THE BOARD OF DIRECTORS
FOR IIFCL ASSET MANAGEMENT COMPANY LIMITED
Sd/-
(S.B.NAYAR)
Place : New Delhi Chairman and Director
Date :27th July, 2015 DIN:02175871
Form for disclosure of particulars of contracts/arrangements entered into by the company
with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013
including certain arm's length transactions under third proviso thereto.
1. Details of contracts or arrangements or transactions not at arm's length basis: Not
Applicable
2. Details of material contracts or arrangement or transactions at arm's length basis:
Form No. AOC-2
Annual Report 2014-15IIFCL Asset Management Company Limited 17
ANNEXURE-II
EXTRACT OF ANNUAL RETURN
As on the financial year ended on 31st March, 2015
I. REGISTRATION AND OTHER DETAILS:
II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY
[Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies
(Management and Administration) Rules, 2014]
i) CIN: -U65991DL2012GOI233601
ii) Registration Date- 28th March, 2012
iii) Name of the Company-IIFCL Asset Management Company Limited (IAMCL)
iv) Category/ Sub-Category of the Company- Company having share capital
V) Address of the registered office and contact details: 9th Floor, Hindustan Times Building, 18 &20, Kasturba Gandhi Marg, New Delhi-110001
vi) Whether listed company- No
vii) Name, Address and Contact details of Registrar and Transfer Agent, if any : Not Applicable
All the business activities contributing 10% or more of the total turnover of the company shall be
stated :-
Form No. MGT-9
Name and Description of
main products/ services
Fund Management Activities
[Asset Management Company to
IIFCL Mutual Fubd (IDF)
NIC Code of the
Product/ service*
% to total turnover of the
company
66301 100 %
III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES -
S. No.
1.
NAME AND
ADDRESS OF THE
COMPANY
CIN/GLN HOLDING/
SUBSIDIARY/
ASSOCIATE
%of shares
held
Applicable
Section
India Infrastructure
Finance Company
Limited.
8th Floor, Hindustan
Times House
Building, 18& 20,
K.G. Marg,
New Delhi-110001.
U67190
DL2006G
OI144520
Holding
Company
100% 2(46)
18
* As per National Industrial Classification 2008 (NIC-2008) Ministry of Statistics and Programme
Implementation
Annual Report 2014-15 IIFCL Asset Management Company Limited
ANNEXURE-III
Annual Report 2014-15IIFCL Asset Management Company Limited 19
De
ma
t
De
ma
t
Physical PhysicalTotal Total
% of
Total
Shares
% of
Total
Shares % C
ha
ng
e d
uri
ng
the
ye
ar
No. of Shares held at the
beginning of the year
Category of
Share holders
(A) Promoters
(1) Indian
IV. SHARE HOLDING PATTERN (Equity Share Capital Break up as percentage
of Total Equity)
(I) Category-wise ShareHolding
No. of Shares held at the
end of the year
B. Public Shareholding
1. Institutions
(D) StateGovt(s)
(E) Venture Capital Funds
(F) Insurance Companies
(G) FIIs
(H) Foreign Venture
Capital Funds
(I) Others (specify)
Sub-total (B)(1):-
2.Non Institutions
(A) Bodies Corp.
(I) Indian
(II) Overseas
(B) Banks/FI
(A) Mutual Funds
(C) Central Govt.
0 0 0 0 0 0 00 0%
0 0 0 0 0 0 00 0%
0 0 0 0 0 0 00 0%
0 0 0 0 0 0 00 0%
0 0 0 0 0 0 00 0%
0 0 0 0 0 0 00 0%
0 0 0 0 0 0 00 0%
0 0 0 0 0 0 00 0%
0 0 0 0 0 0 00 0%
0 0 0 0 0 0 00 0%
0 0 0 0 0 0 00 0%
0 0 0 0 0 0 00 0%
0 0 0 0 0 0 00 0%
0 0 0 0 0 0 00 0%
20Annual Report 2014-15 IIFCL Asset Management Company Limited
(II) Shareholding of Promoters
Annual Report 2014-15IIFCL Asset Management Company Limited 21
i) Individualshare holdersholding nominalshare capital uptoRs.1 lakh
ii)Individualshareholdersholding nominalshare capital inexcessofRs1 lakh
b)Individuals
c) Others (specify)
12500000 12500000 100 0 12500000 12500000 100
Sub-total (B)(2):Total PublicShare holding(B)=(B)(1)+ (B)(2)
C.Shares held byCustodian forGDRs & ADRs
Grand Total(A+B+C)
-
0
0 0 0 0 0 0 0 0 0%
0 0 0 0 0 0 0 0 0%
0 0 0 0 0 0 0 0 0%
0 0 0 0 0 0 0 0 0%
0 0 0 0 0 0 0 0 0%
0 0 0 0 0 0 0 0 0%
0 0 0 0 0 0 0 0 0%
0%
(III) Change in Promoters' Shareholding (please specify, if there is no change)
1
1
2
2
3
3
None
None
None
None
None
None
22
Shareholding at thebeginning of the year
Cumulative Shareholdingduring the year
% of totalshares
of the companyNo. of shares
% of totalshares of
the companyNo. of sharesParticulars
Sl
No
No changes in Promoters shareholding during the year
No changes in Promoters shareholding during the year
At the beginning of
the year
Datewise Increase/Decrease in PromotersShareholding duringthe year specifyingthe reasons forincrease /decrease(e.g. allotment/transfer/ bonus/
At the End of the
year
For Each of the
Top10
Shareholders
Sl
No
Shareholding at thebeginning of the year
Cumulative Shareholdingduring the year
No.of shares% of total
sharesof the company
At the beginning of
the year
Date wise Increase/Decrease inShareholding duringthe year specifyingthe reasons forincrease/ decrease(e.g. Allotment/ transfer/ bonus/sweat equity etc.):
At the End of the year(or on the date ofseparation, ifseparatedduring the year)
(IV) Shareholding Pattern of top ten Shareholders (other than Directors,
Promoters and Holders of GDRs and ADRs):
Annual Report 2014-15 IIFCL Asset Management Company Limited
No changes in Promoters shareholding during the year
% of totalshares of
the companyNo. of shares
1
1
1
1
0.000008
0.000008
0.000008
0.000008
0.000008
0.000008
0.000008
0.000008
1
1
1
1
1
2
% Of totalshares of
the company
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
Annual Report 2014-15IIFCL Asset Management Company Limited 23
Sl
NoFor Each of the
Directors and KMPShareholding at the
beginning of the yearCumulative Shareholding
during the year
Shareholding ofDirectors:-
Dr. Emandi Sankara RaoAt the beginning of the year
At the End of the year
Datewise Increase/Decrease in Shareholdingduring the year
Sh. S B NayarAt the beginning of theyearAt the End of the year
Datewise Increase/Decrease inShareholding during theyear
No changes during the year
No changes during the year
No. ofshares
No. of shares
V. INDEBTEDNESSIndebtedness of the Company including interest outstanding/accrued but not due for
payment (in )`
(V) Shareholding of Directors and Key Managerial Personnel:
Indebtedness at thebeginning of the financialyeari) Principal Amountii) Interest due but not paidiii) Interest accrued but not
Total(i+ ii+ iii)
Change in Indebtednessduring the financial year
AdditionReduction
�
�
Net Change
Indebtedness at theend of the financial yeari) Principal Amountii) Interest due but not
paidiii) Interest accrued but
not due
T o t a l ( i + i i + i i i )
ParticularsSecured
Loansexcluding
UnsecuredLoans
DepositsTotal
Indebtedness
% Of totalshares
of the company
24Annual Report 2014-15 IIFCL Asset Management Company Limited
Particulars of
Remuneration
Sl
No
Name of Directors
Sh. PawanSingh
TotalAmount
(in )�
1
1
2
2
3
5
6
4
IndependentDirectors·Fee for attendingboard committeemeetings
·Commission·Others,please specify
Other Non-ExecutiveDirectors·Fee for attendingboard committeemeetings
·Commission·Others,please sp
Others, please specify
Total(A)
Ceiling as per the Act
-
-
-
-
-
-
-
NIL NIL
-
-
-
-
-
-
-
Sh. A CChaturvedi
Sh. M NSarma
Sh.S BNayar
Sh. DeepakKumar Chatterjee
Total (1)
Total (2)
Total (B)=(1+2)
Overall Ceiling as
Perthe Act
The remuneration is within the limit, stipulated by the Law.
60,000
60,000
60,000
60,000
20,000
20,000
20,000
20,000
60,000
60,000
60,000
60,000
-
-
-
NIL NIL
-
-
-
-
-
-
-
1,40,000
1,40,000
1,40,000
1,40,000
-
-
-
-
-
-
-
-
-
-
-
-
VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:
A. Remuneration to Managing Director, Whole-time Directors and/or Manager:
Particulars of RemunerationSl
No
Name of MD/WTD/Manager
(b) Value of perquisites u/s 17(2)Income-taxAct, 1961
c) Profits in lieu of salaryunder section 17(3)Income-tax Act,1961
Stock Option
Sweat Equity
Commission- as % of profit- others, specify
Section 197 & Schedule V of the Companies Act,2013 are not applicable to GovernmentCompany.
Dr. Emandi Sankara Rao*
* The remuneration of Dr. Emandi Sankara Rao Whole time Director & Chief Executive Officer hasbeen disclosed under the heading "Remuneration to Key Managerial Personnel other thanMD/Manager/WTD " as he has been drawing remuneration in the capacity of Chief Executive Officer.
.B. Remuneration to other directors:
Total ManagerialRemuneration
Total Amount(in )�
Gross salary
(a) Salary as per provisions contained in
section 17(1) of the Income-tax Act, 1961
Annual Report 2014-15IIFCL Asset Management Company Limited 25
Sl
No
Key Managerial Personnel
1
2
3
5
4
Stock Option
Sweat Equity
Others
Total
Commission
- as % of profit
14,13,914 14,27,522 6,38,638 34,80,074
9,67,636 NIL NIL 9,67,636
Company Secretary
Sh. Ajay Pal Singh Saini
Chief FinancialOfficer
Sh. Sumiran BansalTotal(In )�
- NIL NIL NIL
- - - -
- - -
- - - -
- - - -
23,81,550 14,27,522 6,38,638 44,47,710
C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN
MD/MANAGER/WTD :
Gross salary(A) Salary as perprovisionscontained insection17(1)ofthe Income-taxAct,1961
(B) Value ofperquisites u/s17(2) Income-taxAct,1961
(C) Profits in lieu ofsalary under section17 (3) Income-taxAct,1961
Particulars of
Remuneration Chief ExecutiveOfficer
Dr. E.S Rao
A. COMPANY
B. DIRECTORS
Penalty
Penalty
Penalty
Punishment
Punishment
Punishment
Compounding
Compounding
Compounding
NIL
NIL
NIL
Type
Section ofthe
CompaniesAct
BriefDescription
Details of Penalty/Punishment/Compoundingfees imposed
Authority(RD/
NCLT/Court)
Appeal madeif any (give
details)
VII. PENALTIES/PUNISHMENT/COMPOUNDING OF OFFENCES:
C. OtherOfficers in
ANNEXURE-IV
COMMENTS OF THE COMPTROLLER AND AUDITOR GENERAL OF INDIA UNDER SECTION
143(6)(b) OF THE COMPANIES ACT, 2013 ON THE FINANCIAL STATEMENTS OF IIFCL ASSET
MANAGEMENT COMPANY LIMITED FOR THE YEAR ENDED 31 MARCH 2015
The preparation of financial statements of IIFCL Asset Management Company Limited for the year
ended 31 March, 2015 in accordance with the financial reporting framework prescribed under the
Companies Act, 2013 is the responsibility of the Management of the Company. The Statutory Auditor
appointed by the Comptroller and Auditor General of India under Section 139(5)of the Act is
responsible for expressing opinion on the financial statements under Section 143 of the Act based on
independent audit in accordance with the Standards on Auditing prescribed under Section 143(10)
of the Act. This is stated to have been done by them vide their Audit Report dated 28 April 2015.
The assets under management through various schemes managed by IIFCL Asset Management
Company Limited are not reflected in its Balance Sheet, since these assets do not form part of the
IIFCL Asset Management Company Limited. Therefore, I have not looked into operation of these
schemes including decision making regarding acquisition, management and disposal of the assets
managed by the IIFCL Asset Management Company Limited and express no opinion on the
soundness of the investments.
I, on the behalf of the Comptroller and Auditor General of India, have conducted a supplementary
audit under Section 143(6)(a) of the Act of the financial statements of IIFCL Asset Management
Company Limited for the year ended 31 March 2015. This supplementary audit has been carried out
independently without access to the working papers of the Statutory Auditor and is limited
primarily to inquiries of the Statutory Auditor and Company personnel and a selective examination
of some of the accounting records. On the basis of my audit nothing significant has come to my
knowledge which would give rise to any comment upon or supplement to Statutory Auditors' report.
For and on the behalf of the Comptroller
& Auditor General of India
Tanuja S.Mittal
Principal Director of Commercial Audit &
Ex-officio Member, Audit Board-III
Place : New Delhi
Date : 22 July 2015
New Delhi
26Annual Report 2014-15 IIFCL Asset Management Company Limited
To the Members of
IIFCL ASSET MANAGEMENT COMPANY LIMITED
NEW DELHI
We have audited the accompanying financial statements of IIFCL ASSET MANAGEMENT COMPANY
LIMITED (“the Company”), which comprise the Balance Sheet as at March 31, 2015, the Statement of
Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant
accounting policies and other explanatory information
The Company's Board of Directors are responsible for the matters stated in Section 134(5) of the
Companies Act, 2013 ('the act') with respect to the preparation of these standalone financial
statements that give a true and fair view of the financial position, financial performance and cash
flows of the Company in accordance with the accounting principles generally accepted in India,
including the Accounting Standards specified under Section 133 of the Act, read with rule 7 of
Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate
accounting records in accordance with the provisions of the Act for safeguarding the assets of the
Company and for preventing and detecting frauds and other irregularities; selection and application
of appropriate accounting policies; making judgments and estimates that are reasonable and
prudent and design, implementation and maintenance of adequate internal financial controls, that
were operating effectively for ensuring the accuracy and completeness of the accounting records,
relevant to the preparation and presentation of the financial statements that give a true and fair view
and are free from material misstatement, whether due to fraud or error.
Our responsibility is to express an opinion on these financial statements based on our audit. We have
taken into account the provisions of the Act, the accounting and auditing standards and matters
which are required to be included in the audit report under the provisions of the Act and the Rules
made thereunder.
We conducted our audit in accordance with the Standards on Auditing specified under Section
143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and
perform the audit to obtain reasonable assurance about whether the financial statements are free
from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and
disclosures in the financial statements. The procedures selected depend on the auditor's judgment,
including the assessment of the risks of material misstatement of the financial statements, whether
due to fraud or error. In making those risk assessments, the auditor considers internal financial
control relevant to the Company's preparation of the financial statements, that give a true and fair
view, in order to design audit procedures that are appropriate in the circumstances, but not for the
purpose of expressing an opinion on whether the Company has in place an adequate internal
financial controls system over financial reporting and the operating effectiveness of such controls
An audit also includes evaluating the appropriateness of accounting policies used and the
Report on the Standalone Financial Statements
Management's Responsibility for the Standalone Financial Statements
Auditor's Responsibility
INDEPENDENT AUDITOR'S REPORT
VIRENDER K. GUPTA & CO.CHARTERED ACCOUNTANTS
M.C.D. BUILDING, D.B. GUPTA ROAD
PAHARGANJ DELHI-110055
Contact: 9811142078, (O) 23583216
Email: [email protected]
Annual Report 2014-15IIFCL Asset Management Company Limited 27
reasonableness of the accounting estimates made by the Company's Directors, as well as evaluating
the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basisfor our audit opinion on the standalone financial statement.
In our opinion and to the best of our information and according to the explanations given to us, theaforesaid standalone financial statements give the information required by the Act in the manner sorequired and give a true and fair view in conformity with the accounting principles generallyaccepted in India of the state of affairs of the Company as at 31st March 2015, its profit and its cashflows for the year ended on that date.
a. we have sought and obtained all the information and explanations which to the best of ourknowledge and belief were necessary for the purpose of our audit;
b. in our opinion proper books of account as required by law have been kept by the Companyso far as appears from our examination of those books;
c. the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement dealt with bythis Report are in agreement with the books of account;
d. in our opinion, the aforesaid standalone financial statements comply with the AccountingStandards specified under Section 133 of the Act, read with Rule 7 of the Companies(Accounts) Rules 2014.
e. on the basis of written representations received from the directors as on March 31, 2015,and taken on record by the Board of Directors, none of the directors is disqualified as onMarch 31, 2015, from being appointed as a director in terms of Section 164(2) of theAct;and
f. With respect to other matters to be included in the Auditor's Report in accordance withRule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the bestof our information and according to explanation given to us;
i. The Company does not have any pending litigations which would impact its financialposition.
ii. The Company did not have any long-term contracts including derivative contracts.
iii. There has not been an occasion in case of the Company during the year under reportto transfer any sums to the Investor Education and Protection Fund. The question ofdelay in transferring such sums does not arise
FOR: M/S. VIRENDER K. GUPTA & CO.
Chartered Accountants
(FRN: 000198N)
V. K. Gupta
(Partner)
M.No. : 080585
Opinion
Report on Other Legal and Regulatory Requirements
As required by the Companies (Auditor's Report) Order, 2015 (“the Order”) issued by theCentral Government of India in terms of sub-section (11) of section143 of the Act, we give inthe Annexure a statement on the matters Specified in paragraphs 3 and 4 of the Order, toextent applicable.
As required by section 143 (5) of the Act, Directions Indicating the areas to be examinedduring the course of audit, issued by the Comptroller & Audit General of India, are annexed.
As required by section 143(3) of the Act, we further report that:
1
2.
3.
28Annual Report 2014-15 IIFCL Asset Management Company Limited
Place: New Delhi
Date : 28th April, 2015
Annexure to the Independent Auditors' Report
The Annexure referred to oue Independent Auditors' Report to the members of IIFCL ASSETMANAGEMENT COMPANY LIMITED
ear.
on the financial statement for the year ended 31st March, 2015
On the basis of such checks as we considered appropriate and according to the information andexplanations given to us during the course of our audit, we report that:
i. (a). The Company has maintained proper records showing full particulars, including quantitativedetails and situation of fixed assets ;
b). All the fixed assets have been physically verified by the management at the end of the year. Inour opinion, the frequency of physically verification is reasonable having regard to the size ofthe company and nature of its business. We have been informed that no material discrepancieswere noticed on such physical verification.
ii. The Company is a service company, Accordingly, it does not hold any physical inventories. Thusclause (ii) of paragraph 3 of the said Order is not applicable .
iii. The company has not granted any loans, secured or unsecured to companies, firms or other partiescovered in the register maintained under section 189 of the Companies Act, 2013 ( “the Act”)
iv. In our opinion and according to the information and explanation given to us, there is an adequateinternal control system commensurate with the size of the Company and the nature of its business,with regard to purchase of fixed assets and for sale of services. The activities of company do notinvolve purchase of inventory and the sale of goods. we have not observed any major weaknesses inthe internal control system during the course of the audit.
v. The Company has not accepted any deposits from the public .
vi. The Central Government has not prescribed maintenance of cost records under section 148(1) ofthe Act, for any of the Service rendered by the Company.
(a) According to the information's and explanation given by the management, the Books ofAccounts of the company, undisputed statutory dues including Provident Fund, EmployeesState Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom duty, Excise duty, ValueAdded Tax, Cess and any other statutory dues applicable to it have been generally andregularly deposited with the appropriate authorities. There was no outstanding statutorydues as at 31st March 2015, for a period of more than Six Months from the date they becamepayable.
(b) According to the information and explanations given to us and based on the records of thecompany examined by us, there are no dues of Income Tax or sale Tax or Wealth Tax or ServiceTax, or Custom duty or Excise duty or Value Added Tax or Cess which have not been depositedon account of any dispute.
(c) According to the information and explanations given to us the is no such amount which whererequired to be transferred to investor education and protection fund in accordance with therelevant provisions of the Companies Act, 1956 (1 of 1956) and rules made there under.
vii. The Company has been registered for less than 5 years; hence, clause (viii) of paragraph 3 of thesaid Order is not applicable .
viii.The Company did not have any outstanding dues to financial institutions, bank or debentureholder during the year.
ix. In our opinion, and according to the information and explanations given to us, the Company hasnot given any guarantee for loan taken by others from a bank or financial institution during theyear.
x. The Company did not have any term Loan during the year.
xi. To the best of our knowledge and belief and according to the information and explanations given tous, no fraud on or by the Company was noticed or reported during the financial y
FOR: M/S. VIRENDER K. GUPTA & CO.
Chartered Accountants
(FRN: 000198N)
V. K. Gupta
Place: New Delhi (Partner)
Date : 28th April, 2015 M.No. : 080585
Annual Report 2014-15IIFCL Asset Management Company Limited 29
30
BALANCE SHEET AS AT 31ST MARCH, 2015
(a) Share capital 125,000,000 125,000,000
(b) Reserves and Surplus 19,078,769 3,164,592
- -
(a) Other current liabilities 4,836,412 17,485,592
(b) Short-term provisions 7,600,000 950,000
(a) Fixed Assets
(i) Tangible assets 486,894 378,983
(ii) Intangible assets 170,047 -
(b) Deferred Tax Assets (Net) 478,216 665,016
(All Figure In )
Particulars As at As at
Notes 31st March, 2015 31st March, 2014
I
(1) s
2
3
SUB-TOTAL (1) 144,078,769 128,164,592
(2)
(3)
4
5
SUB-TOTAL (3) 12,436,412 18,435,592
TOTAL (1)+(2)+(3) 156,515,182 146,600,184
II
(1)
6
6
7
SUB-TOTAL (1) 1,135,157 1,043,999
�
EQUITY AND LIABILITIES
Shareholders' Fund
Non-current liabilities
Current liabilities
ASSETS
Non-current assets
(a) Other long term liabilities
(a) Cash and Cash Equivalents 134,275,749 131,215,650
(b) Other current assets 21,104,276 14,340,535
See accompanying significant accounting
policies and notes to the financial statements
- -
SUB-TOTAL (2) - -
(2)
8
9
SUB-TOTAL (2) 155,380,025 145,556,185
1 To 21
TOTAL (1)+(2)
Current assets
156,515,182 146,600,184
For Virendra K Gupta & Co. For and on behalf of Board of Directors
(Chartered Accountants)
Sd/- Sd/- Sd/- Sd/- Sd/-
V.K. GUPTA S B Nayar Dr. E S Rao Ajay PS Saini Sumiran Bansal
Partner (Chairman & Director) (Director & CEO) (Company Secretary) (Head Finance & CFO)
M. No. 80585 DIN NO. - 02175871 DIN NO. - 05184747 FCS - 5786 ACA - 535730
Place: New Delhi
Dated: 28 April 2015
Annual Report 2014-15 IIFCL Asset Management Company Limited
31 Annual Report 2014-15IIFCL Asset Management Company Limited
STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31ST MARCH, 2015
All Figure In )
35,869,040 3,748,280
11,789,046 12,123,380
Employee Benefits Expenses 9,846,526 3,130,795
Depreciation and amortisation expenses 319,919 23,215
Other Expenses 13,767,023 8,813,957
23,724,617 3,903,693
- -
xii Profit from discontinuing operations - -
xiii Tax expense of discontinuing operations - -
xiv Profit from discontinuing operations
(after tax) (xii-xiii)
15,914,177 2,631,904
(1) Basic 1.27 0.21
(2) Diluted 1.27 0.21
�
�
S.No Particulars Note For the Year For the year
31st March, 31st March,
2014
i Revenue from operations 10
ii Other Income 11
iii Total Revenue (i+ii) 47,658,086 15,871,660
iv Expenses
12
13
14
Total Expenses 23,933,468 11,967,967
v Profit Before Exceptional And Extra-Ordinary
Items And Tax (iii-iv)
vi Exceptional Items
xv Profit for the period (xi+xiv)
xvi Earnings per equity share
(face value of 10/- each)
ended ended
2015
vii Profit BeforeExtra -OrdinaryItems AndTax (v-vi
viii Extra - Ordinary Items
ix Profit Before Tax (vii-viii) 23,724,617 3,903,693
x Tax Expense
xi Profitfortheyearfromcontinuingoperations
) 23,724,617 3,903,693
- -
:
(1) Current Tax
- Current Period 7,600,000 950,000
- Earlier Period 23,640 736,230
(2) Deferred Tax
- Current Period 186,800 261,497
- Earlier Period (675,938)
15,914,177 2,631,904(ix-x)
For Virendra K Gupta & Co. For and on behalf of Board of Directors
(Chartered Accountants)
Sd/- Sd/- Sd/- Sd/- Sd/-
V.K. GUPTA S B Nayar Dr. E S Rao Ajay PS Saini Sumiran Bansal
Partner (Chairman & Director) (Director & CEO) (Company Secretary) (Head Finance & CFO)
M. No. 80585 DIN NO. - 02175871 DIN NO. - 05184747 FCS - 5786 ACA - 535730
Place: New Delhi
Dated: 28 April 2015
32
CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2015
Particulars For the Year ended For the Year ended
31st March 2015 31st March, 2014
A CASH FLOW FROM OPERATING ACTIVITIES
OPERATING PROFIT BEFORE WORKING
CAPITAL CHANGES 24,020,896 3,926,908
CASH FLOW FROM OPERATIONS BEFORE TAX 7,977,976 8,669,078
NET CASH FROM OPERATIONS A 3,657,976 7,447,848
B CASH FLOW FROM INVESTING ACTIVITIES
NET CASH FROM INVESTING ACTVITIES B (3,698,133) (7,488,070)
C CASH FLOW FROM FINANCING ACTIVITIES
NET CASH FROM FINANCING ACTIVITIES C - -
NET CHANGE IN CASH & CASH
EQUIVALENT (A+B+C) (40,158) (40,222)
24,680 64,838
Closing Cash and Cash Equivalent
Comprises of :-
1
2
3
TOTAL 24,680 64,838
(All Figure In )
(i) Net Profit after Tax - 15,914,177 2,631,904
Adjustments for:
(ii) Depreciation and amortisation expense 319,919 23,215
(iii) Provisions/ Amounts written back 7,786,800 1,271,789
(i) (Increase)/decrease in Current Assets,
Loans & Advances (2,443,741) (5,603,028)
(ii) Increase/(decrease) in other non- current
and current liabilities (13,599,179) 10,345,198
Taxes paid (Net) 4,320,000 1,221,230
(i) (Purchase of )/ Sale for Fixed Assets (597,877) (402,198)
(ii) Investments in Fixed Deposits (3,100,257) (7,085,872)
(i) Proceeds from Issue of Share Capital - -
Add: Opening Cash and Cash Equivalent 64,838 105,060
Closing Cash and Cash Equivalent
Cash in hand 199 60
Current Accounts in India 24,481 64,778
Flexi Deposit Accounts - -
�
For Virendra K Gupta & Co. For and on behalf of Board of Directors
(Chartered Accountants)
Sd/- Sd/- Sd/- Sd/- Sd/-
V.K. GUPTA S B Nayar Dr. E S Rao Ajay PS Saini Sumiran Bansal
Partner (Chairman & Director) (Director & CEO) (Company Secretary) (Head Finance & CFO)
M. No. 80585 DIN NO. - 02175871 DIN NO. - 05184747 FCS - 5786 ACA - 535730
Place: New Delhi
Dated: 28 April 2015
Annual Report 2014-15 IIFCL Asset Management Company Limited
Annual Report 2014-15IIFCL Asset Management Company Limited 33
Notes to Accounts
Note 1 : SIGNIFICANT ACCOUNTING POLICIES:
1.1
1.2
1.3
1.4
1.5 Earning Per Share
1.6
1.7
1.8
1.9
Corporate information:-
Basis of Preparation
Revenue Recognition
Fixed Assets
Depreciation
Intangible Assets
Provision for Taxation
Provisions, Contingent Liabilities & commitments
Notes on financial statements for the Year ended 31st March, 2015
IIFCL Asset Management Company Limited incorporated under the Companies Act, 1956 vide
certificate of Incorporation dated 28 March, 2012 , issued by Registrar of Companies, Delhi &
Haryana and certificate of commencement of the business dated 13 April, 2012. The company's
Principal activity is to carry on the business of Investment Management or to act as asset
Management Company and /or to administor mutual fund.
The financial statements are prepared in accordance with the generally accepted accounting
principles and the mandatory accounting standards issued by the Institute of Chartered
Accountants of India and the provisions of the Companies Act, 2013. The company follows
mercantile system of accounting and recognizes items of Income and Expenditure on accrual basis.
(i) Revenue from Management fees charged from IIFCL Mutual Fund (IDF) at specified rate determined
by management applied on Assets Under Management (AUM) on accrual basis.
(ii) Revenue from Interest Income is recognized using the time proportion method, based on the rates
implicit in the transaction.
Fixed Assets are stated on cost of acquisition including incidental costs related to their acquisition/
installation less accumulated depreciation.
In accordance with the Accounting Standard-20 (AS-20) “Earnings Per Share” issued by The
Institute of Chartered Accountants of India, Basic Earning Per Share is computed using the weighted
average number of Shares outstanding during the period & Diluted Earning per share is computed
using the weighted average number of shares outstanding after adjusting the effect of all dilutive
potential equity shares that were outstanding during the period.
Depreciation on Fixed assets has been provided on written down value method at the rates and in
the manner specified in Schedue II of the Companies Act, 2013. Depreciation on additions during the
period is provided on a pro-rata basis. Each Assets costing Rs 5,000 or less are fully depreciated in
the year of purchase.
Intangible assets acquired separately are measured on initial recognition at cost. Following initial
recognition, intangible assets are carried at cost less accumulated amortisation and accumulated
impairment losses, if any. Intangible assets are amortised over a period of Five years on a straight
line method.
Provision for Income Tax made in accordance with the provisions of Income Tax Act, 1961 and .
Provision for Deferred Tax Asset is made based in accordance with Accounting Standard (AS)-22,
issued by the Institute of Chartered Accountants of India.
A contingent liability is a possible obligation that arises from past events whose existence will be
confirmed by the occurrence or non-occurrence of one or more uncertain future events beyond the
control of the Company or a present obligation that is not recognised because it is not probable that
an outflow of resources will be required to settle the obligation. A contingent liability also arises in
extremely rare cases where there is a liability that cannot be recognised because it cannot be
measured reliably. The Company does not recognise a contingent liability but discloses its existence
in the financial statements. A Provision is recognised when the company has a present obligation as
a result of past events and it is probable that an outflow of resources will be required to settle the
obligation, in respect of which a reliable estimate can be made.
th
th
34
NOTES TO THE FINANCIAL STATEMENTS
Note 2 : SHARE CAPITAL
Note 3 : RESERVES & SURPLUS
Note 4 : OTHER CURRENT LIABILITIES
Note 5 : SHORT TERM PROVISIONS
(All Figure In )
150,000,000 150,000,00015,000,000 equity shares of h
12,500,000 equity shares of h 125,000,000 125,000,000
Shares outstanding at the
of the reporting period 12,500,000 125,000,000 12,500,000 125,000,000
Shares Issued during the
reporting period - - - -
Shares outstanding at the end of
reporting period 12,500,000 125,000,000 12,500,000 125,000,000
b) Details of Shares Holding More than 5%:100% equity shares of the company are held by
India Infrastructure Finance Company limited (IIFCL) (Holding Co.) (of which 6 shares are held
jointly with employees of IIFCL)
Opening Balance 3,164,592 532,688
Add: Net Profit during the period 15,914,177 2,631,904
Closing Balance 19,078,769 3,164,592
Statutory Dues payable 20,336.37 218,688.00
Other Payables 4,816,076 17,266,904
�
� 10/- eac
� 10/- eac
Particulars As at As at31st March, 2015 31st March, 2014
Authorized Capital
Issued, Subscribed & Fully Paid Equity Shares
PARTICULARS 31st March, 2015 31st March, 2014
No. of Shares (In ) No. of Shares (In )
Particulars As at As at
31st March, 2015 31st March, 2014
Surplus In Profit And Loss Statement
TOTAL 19,078,769 3,164,
TOTAL 4,836,412 17,485,592
Footnotes:
a) Reconciliation of equity shares outstanding at the beginning and at the end of the reporting period
(All Figure In )
beginning
the
(All Figure In )
(All Figure In )
(All Figure In )
�
�
�
�
�. �.
592
Other
TOTAL 7,600,000 950,000
Particulars As at As at
31st March, 2015 31st March, 2014
Particulars As at As at
31st March, 2015 31st March, 2014
Provision for Income Tax 7,600,000 950,000
Annual Report 2014-15 IIFCL Asset Management Company Limited
36
Note 7 : DEFFERED TAX ASSETS
Note 8: CASH AND BANK BALANCES
CASH AND CASH EQUIVALENTS
(B) OTHER BANK BALANCES
Note 9 : OTHER CURRENT ASSETS
(All Figures In �)
S.No. Particulars As atMarch, 2015 31st March, 2014
TOTAL 478,216 665,016
SUB-TOTAL (A) 24,680 64,838
SUB-TOTAL (B) 134,251,069 131,150,812
TOTAL (A)+(B) 134,275,749 131,215,650
S.No Particulars As atMarch, 2015 March, 2014
TOTAL 21,104,276 14,340,535
As at31st
S.No. Particulars As at As at31st March, 2015 31st March, 2014
As at31st 31st
1. Deferred Tax Assets 478,216 665,016
(1) Balances with Bank 24,481 64,778
(2) Cash on hand 199 60
(3) Deposits with original maturity of less than3 months (Unencumbered) - -
(1) Deposits with original maturity for morethan 12 months (Unencumbered) 107,168,091 131,150,812
(2) Deposits with original maturity for morethan 3 months but less than 12 months(Unencumbered) 27,082,978 -
1 Accrued Interest of deposits with banks 1,098,808 7,892,024
2 Management Fees & RecoverableExpenses (IIFCL Mutual Fund) 11,013,261 4,564,694
3 Tax Deducted at Source 4,650,407 1,867,317
4 Advance Tax FY 2014-15 4,320,000 -
5 Prepaid & Deferred Expenses 21,800 16,500
Annual Report 2014-15 IIFCL Asset Management Company Limited
38
Note - 15 : CONTINGENT LIABILITIES & COMMITMENTS (TO THE EXTENT NOT PROVIDEDFOR)
Note - 16 :
Note - 17
Note - 18 :
Note - 19 :
Note - 20 :
CORPORATE INFORMATION
PAYMENT TO AUDITOR
FOREIGN EXCHANGE EARNINGS & EXPENDITURE DISCLOSURES
RELATED PARTY DISCLOSURE
(All Figure in )
(All Figure in )
`
`
Particular As at As at31st March, 2014
Claims not acknowledged as debts in respect of:
TOTAL 90,000 62,500
A. Enterprises
Name of Related Party
Key Mangement Personnel
31st March, 2015
Particular As at As at31st March, 2015 31st March, 2014
Legal consultancy demand, disputed by theCompany.The matters is under contention. 707,400 -
During the Financial year 2013-14, the company operationalized Mutual Fund through Board ofTrustees named as "IIFCL Mutual Fund (IDF)" & IIFCL Mutual Fund (IDF) launched its maidenscheme named as "IIFCL Infrastructure Debt Fund Series -I". The Company charges themanagement fees on the Asset Under Management (AUM) after deducting Mutual Fund expenses asper SEBI (Mutual Fund) Regulations, 1996.
All the accounts, whether debit or credit, are subject to confirmation from parties concerned.
Auditor 45,000 25,000
Taxation Matters 25,000 25,000
Other Services 20,000 12,500
Earnings in Foreign Exchange for the Period ended 31st March, 2015 - NilExpenditure in Foreign Exchange for the Period ended 31st March, 2015 - Nil
Related Parties and Transactions:
1 India Infrastructure Finance Company Limited (Holding Company)
2 IIFCL (UK) LIMITED (Subsidiary of Holding Company)
3 IIFCL PROJECT LIMITED (Subsidiary of Holding Company)
1 Mr. S B Nayar Chairman & Director
2 Dr. Emandi Sankara Rao Director & CEO (Appointed as CEO i.e. KMP under CompaniesAct 2013 w.e.f 12/11/2014)
3 Mr. Rajeev Mukhija Director (Ceased to be as Director w.e.f 26/06/2014)
4 Mr. Ajay PS Saini Company Secretary
5 Mr. Sumiran Bansal Head Finance & CFO (Appointed as CFO i.e. KMP underCompanies Act 2013 w.e.f 20/10/2014)
Annual Report 2014-15 IIFCL Asset Management Company Limited
Related party transactions during the year including reimbursement of expenses:
Rent 6,903,089 5,312,640
Amount Payable 2,436,210 16,387,469
Salary to IIFCL Employees 1,297,739 817,545
Subscription to Equity Shares Nil Nil
Previous Years figures has been regrouped wherever it necessary
Particular Current Period Previous period
For Virendra K Gupta & Co. For and on behalf of Board of Directors
(Chartered Accountants)
Sd/- Sd/- Sd/- Sd/- Sd/-
V.K. GUPTA S B Nayar Dr. E S Rao Ajay PS Saini Sumiran Bansal
Partner (Chairman & Director) (Director & CEO) (Company Secretary) (Head Finance & CFO)
M. No. 80585 DIN NO. - 02175871 DIN NO. - 05184747 FCS - 5786 ACA - 535730
Place: New Delhi
Dated: 28 April 2015
CIN: U65991DL2012GOI233601
India Infrastructure Finance Company Limited
Note - 21: OTHER DISCLOSURES
(All Figure in )`
Annual Report 2014-15IIFCL Asset Management Company Limited 39
I, hereby record my presence at the 3rd Annual General Meeting of the company held on Thursday
the 10th day of September, 2015 at 11 am at the Board Room of India Infrastructure Finance
Company Limited (IIFCL), 8th Floor, H.T. House Building, 18 & 20 Kasturba Gandhi Marg, New Delhi-
110001.
Member's /Proxy's Signature
NOTES:
1. The attendance slip should be signed as per the specimen signature registered with the Company.
Such duly completed and signed Attendance Slip (s) should be handed over to the Compliance
Officer at the venue.
2. Members are please requested to carry photo-ID card for identification/verification.
3. Shareholders present in person or through registered proxy only shall be entertained.
4. No gifts will be distributed at the Annual General Meeting.
Name of the Attending Member
(in block letters)
No. of Shares held
Name of Proxy (in block letters, to be filled
if the proxy attends instead of the member)
IIFCL ASSET MANAGEMENT COMPANY LIMITED
ATTENDANCE SLIP
(A wholly Owned Subsidiary of IIFCL, A Govt. of India Enterprise)
EmailWebsite
CIN: U65991DL2012GOI233601
Regd. Office: 9th Floor, Hindustan Times House Building,
18 & 20 Kasturba Gandhi Marg, New Delhi-110001
Ph: 011-43717125/26 .Fax No. 011-23445119
:[email protected]:www.iifclmf.com
Annual Report 2014-15IIFCL Asset Management Company Limited 40
�
Name of the member(s):
Registered Address:
Email Id:
Folio No/Client Id:
DP ID:
I/we, being the member(s) of ______shares of the above named company, hereby appoint
1. Name:_________________
Address:_______________
Email ID:_______________
Signature:_____________, or failing him
2. Name:_________________
Address:_______________
Email ID:_______________
Signature:_____________, or failing him
3. Name:
Address:_______________
Email ID:_______________
Signature:_____________,
Signed this ___day of ____2015
Signature of Shareholder
Signature of Proxy holder(s) Affix a 15 paisa Revenue Stamp
Form No. MGT-11
Proxy Form
[Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies
(Management and Administration) Rules, 2014]
CIN:U65991DL2012GOI233601Name of the Company: IIFCL Asset Management Company Limited
Registered office: 9th Floor, HT House, 18 & 20 Kasturba Gandhi Marg, New Delhi-110001.
as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 3rd AnnualGeneral Meeting of the company, to be held on Thursday the 10th day of September, 2015 at 11.00a.m. at theBoard Room of India Infrastructure Finance Company Limited (IIFCL), 8th Floor, HTHouse Building, 18 & 20, Kasturba Gandhi Marg, New Delhi- 110001 and at any adjournment thereofin respect of such resolutions as are indicated below:
Note : This form of proxy in order to be effective should be duly completed and deposited at
the Registered Office of the Company, not less than 48 hours before the commencement of the
Meeting.
41
Resolution No.
1.________________
2.________________
3.________________
4.________________
Annual Report 2014-15IIFCL Asset Management Company Limited
�