2015-16 ANNUAL REPORT - IIFCL MFiifclmf.com/wp-content/uploads/2016/04/IAMCL-4TH-ANNUAL-REPORT-2015-1… · Annual Report 2015 - 2016 Index S. No. Contents Page No. 1 Noce 1 2 Director's

REPORT2015-16 ANNUAL

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

Annual Report2015 - 2016

Index

S. No. Contents Page No.

1 No�ce 1

2 Director's Report 6

3 Independent Auditor's Report 20

4 Comments of Comptroller & Auditor General of India 27

5 Balance Sheet 28

6 Profit and Loss Account 29

7 Cash Flow 30

8 Notes to Accounts 31

9 A� endance Slip 47

10 Proxy Form 48

Statutory AuditorsM/s Virender K. Gupta & Co, Chartered Accountants

2 Floor, MCD Building, D.B Gupta Road,Paharganj, New Delhi-110055nd

Phone: 011-23583959,23583216

Registered & Corporate Office301-312,3 Floor, Ambadeep Building ,

rd

14, Kasturba Gandhi Marg,New Delhi-110001

Phone:011-43717125/43717126

www.iifclmf.com

CIN:U65991DL2012GOI233601

Email: [email protected]

BankerIDBI Bank Limited

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

CIN: U65991DL2012GOI233601

Regd. Office: 301‐312, 3rd Floor, Ambadeep Building, 14, Kasturba Gandhi Marg,

New Delhi – 110001 Ph: 011‐43717125/26 . Fax No. 011‐23445119

Email:[email protected], Website:www.iifclmf.com

N O T I C E

NOTICE is hereby given that Fourth Annual General Mee�ng of the Members of IIFCL Asset Management Company

Limited will be held on Tuesday, the 6 September, 2016 at 11.30 a.m. at the Board Room of India Infrastructureth

Finance Company Limited (IlFCL), 8 Floor, Hindustan Times House Building, 18 & 20 Kasturba Gandhi Marg, Newth

Delhi‐110001 to transact the following businesses:

ORDINARY BUSINESS:

1) To receive, consider and adopt the audited Balance Sheet as at 31 March 2016, the statement of Profit and Lossst

for the year ended 31 March 2016 together with the Reports of the Board of Directors and Auditors thereon.st

2) Pursuant to sec�on 139(5) 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 Sec�on 142(1)

of the Companies Act, 2013, their remunera�on has to be fixed by the Company in Annual General Mee�ng.

The Members of the Company in the 3 Annual General Mee�ng held on Thursday, 10 September 2015 hadrd th

authorized the Board of Directors to fix the remunera�on of Statutory Auditors for the financial year2015‐16.

Accordingly, the Board of Directors had fixed audit fee of 65000 (Rupees sixty five thousand only) plus service tax`

for the Statutory Auditors for the financial year 2015‐16.

The Office of the Comptroller and Auditor General of India (C&AG) vide their le� er No. CA.V/COY/CENTRAL

GOVERNMENT,IIFCLA(0)/666 dated 3 August,2016, has appointed M/s Rajesh Krishna Khanna &Associatesrd

(DE1116) , Chartered Accountants, 6A/1, W.E.A, Karol Bagh , New Delhi‐110005, as Statutory Auditors of IIFCL

Asset Management Company Limited for the financial year 2016‐17,pursuant to the provisions of sec�on 139 of

the Companies Act, 2013,regarding the appointment of Statutory Auditors in a Government Company. The

members may authorize the Board of Directors to fix an appropriate remunera�on of Statutory Auditors as may be

deemed fit by the Board for the financial year 2016‐17.

SPECIAL BUSINESS:

3) To appoint Sh. Sudhir Arya (DIN: 05135780) as Independent Director of the Company and in this regard to consider

and if thought fit, to pass with or without modifica�on(s), the following resolu�on as an ORDINARY

RESOLUTION:

“RESOLVED THAT pursuant to the provisions of Sec�ons 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 Qualifica�on of

Directors) Rules, 2014 (including any statutory modifica�on(s) or re‐enactment(s) thereof, for the �me being in

force), Sh.Sudhir Arya (DIN: 05135780) who was appointed as an Addi�onal Independent Director by the Board of

Directors of the Company and the Board of Trustees of IIFCL Mutual Fund (IDF) to hold office un�l the date of this

Annual General Mee�ng , in terms of Sec�on 161 of the Companies Act,2013 , be and is hereby appointed as an

Independent Director of the Company, not liable to re�re by rota�on and to hold office for a maximum term of five

consecu�ve years i.e up to 30 June, 2021 or �ll the cessa�on of office with NTPC Limited, whichever is earlier.th

”

By Order of the Board of Directors

FOR IIFCL ASSET MANAGEMENT COMPANY LIMITED

Sd/‐

Place: New Delhi Ajay PS Saini

Date:10 August, 2016th

Head‐ Company Secretariat & Compliances

REGISTERED OFFICE

301‐312, 3rd Floor, Amba Deep Building,

14, Kasturba Gandhi Marg,New Delhi – 110001

Phone: 011 4371 71 25/26; Email:[email protected]

1


2

NOTES: ‐

1. 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.

2. Proxies in order to be effec�ve must be received by the company not less than 48 hours before the

commencement of the Annual General Mee�ng. Blank proxy form is enclosed.

3. Corporate Members are requested to send a duly cer�fied copy of the Board Resolu�on/Power of A� orney

/Authority authorizing their representa�ve to a� end and vote on their behalf at the Annual General Mee�ng.

Alterna�vely, such an authority duly cer�fied should be brought by the representa�ve a� ending on behalf of

the corporate body at the mee�ng.

4. A Statement pursuant to sec�on 102(1) of the Companies Act, 2013, rela�ng to special business to be transacted

at the mee�ng is annexed hereto.

5. Brief par�culars of Sh. Sudhir Arya proposed to be appointed as Independent Director is annexed hereto and

forms part of the no�ce.

6. None of the Directors of the Company is in any way related to each other.

7. All the documents referred to in the accompanying no�ce are open for inspec�on 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 Mee�ng.

8. Members desirous of obtaining any informa�on / clarifica�on (s) concerning the accounts and opera�ons of the

Company or intending to raise any query are requested to forward the same at least 10 days before the date of

mee�ng at the Registered Office of the Company so that the same may be a� ended to appropriately.

9. Members are requested to bring their A� endance Slips to the Annual General Mee�ng.

10. Route map of the venue of the Annual General Mee�ng is enclosed.

IIFCL Asset Managment Company

ANNEXURE TO THE NOTICE

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013.

ITEM No. 3:

NTPC Limited vide their le� er No. 01:SEC:TP‐11 dated 02 June, 2016 nominated Sh. Sudhir Arya (DIN: 05135780),nd

its Execu�ve Director (Finance) as Independent Director on the Board of IAMCL, in place of Sh. A.K Ahuja who was

superannuated on 31 May,2016 ,in accordance with India Infrastructure Finance Company Limited (IIFCL)'s policyst

for appointment of Independent Directors in Subsidiary Company.

The Board of Directors of IIFCL Asset management Company Limited and the Board of Trustees of IIFCL Mutual Fund

(IDF) in their respec�ve mee�ngs held on 30 June,2016 have appointed Sh. Sudhir Arya as Addi�onal Independentth

Directoron the Board of IIFCL Asset Management Company Limited w.e.f. 30 June, 2016 to hold office up to the dateth

of this Annual General Mee�ng or �ll the cessa�on of his office with NTPC Limited, whichever is earlier subject to the

approval of Shareholders of IAMCL.

As per Sec�on 149 of the Companies Act, 2013 the appointment of Independent Director shall be approved at a

general mee�ng of the Company. Further, the term of appointment of an independent director shall not exceed five

consecu�ve years on the Board but shall be eligible for reappointment on passing special resolu�on by the Company.

Sh. Sudhir Arya has a wide ranging experience in a gamut of finance & related ac�vi�es.

The Resolu�on seeks the approval of the Members for the appointment of Sh. Sudhir Arya as Independent Director of

the Company pursuant to Sec�on 149, 152 read with Schedule – IV of the Companies Act, 2013.

Sh. Sudhir Arya is not disqualified from being appointed as Director in terms of Sec�on 164 of the Companies Act,2013

and has given consent to act as Director. The Company received a declara�on from Sh. Sudhir Arya that he meets the

criteria of independence as prescribed under sec�on 149(6) of the Companies Act, 2013. In the opinion of the Board ,

he fulfills the condi�ons specified in the Act and Rules framed thereunder for appointment as Independent Director

and are independent of the management

His brief resume , inter‐alia , giving nature of exper�se in specific func�onal area ,shareholding in the company ,other

Directorship , Membership /Chairmanship of Commi� ee and other par�culars are provided elsewhere which forms

part of this no�ce.

None of the Directors and Key Managerial Personnel of the Company or their rela�ves except Sh. Sudhir Arya ,is in any

way ,concerned or interested , financially or otherwise, in this resolu�on.

The Board recommends the resolu�on for your approval.

By Order of the Board of Directors


Sd/‐

Place: New Delhi Ajay PS Saini

Date: 10 August,2016�� Head‐ Company Secretariat & Compliances

REGISTERED OFFICE301‐312, 3rd Floor, Amba Deep Building,14, Kasturba Gandhi Marg, New Delhi – 110001Ph: 011‐23717125/26; Email: [email protected] : www.iifclmf.comCIN: U65991DL2012GOI233601

3


BRIEF PARTICULARS OF DIRECTOR PROPOSED TO BE APPOINTED AT THIS AGM

Name Sh. Sudhir Arya

Director Iden�fica�on Number 05135780

Date of Birth & Age 15/07/1959 (57 years)

Date of Appointment 30 June, 2016th

Qualifica�ons B.Sc. Honours (Physics), CMA (ICWA), CFA

(ICFAI), PGDM (Finance) from MDI

Areas of Exper�se Corporate Finance & other related func�ons

Directorships held in other companies Execu�ve ‐ Director

NTPC Limited – Execu�ve Director (Finance)

Non‐Execu�ve Part �me Director

Transformers and Electricals Kerala Ltd

Nabinagar Power Genera�ng Company Private

Limited

Aravali Power Company Private Limited

NTPC‐SAIL Power Company Private Limited

Membership/Chairmanship of Commi� ees NIL

of other Companies

No. of Shares held in IIFCL Asset Management NIL

Company Limited


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6

IIFCL ASSET MANAGEMENT COMPANY LIMITED

DIRECTORS' REPORT

Dear Members,

The Directors of IIFCL Asset Management Company Limited take great pleasure in presen�ng the Fourth Annual

Report on the business and opera�ons of your company and the Audited financial statements for the financial year

ended 31 March, 2016 along with report of the Statutory Auditors and the Comptroller and Auditor General of Indiast

thereon.

Financial Results Highlights

The highlights of financial results of the company for the period ended 31 March 2016 are as under:st

( in lacs)`

PARTICULARS Year ended Year ended

31st March 2016 31st March 2015

Total Revenue 515.65 476.58

Total Expenses 373.12 239. 33

Opera�ng Profit 142.53 237.25

Excep�onal Items ‐ ‐

PROFIT BEFORE TAX 142.53 237.25

Tax Expense 48.37 78.10

PROFIT FOR THE YEAR 94.15 159.15

Earnings per equity share (face value of 10/‐each)(in ) 0.75 1.27` `

During the year under review, your company's total revenue grew to 5.15 crores from 4.77 crores , net revenue from` `

opera�on grew to 4.03 crores from 3.59 crores in the previous year,however the net profit was down from 1.59` ` `

crores to 0.94 crores i.e 65 lacs compared to previous year mainly due to crea�on of provision for employees benefit` `

expenses.

Further, no material changes and commitment have occurred a�er the close of financial year 31 March,2016 �ll thest

date of this report, which affect the financial posi�on of the company.

Dividend

The Board of Directors of your company has not recommended any dividend for the financial year ended on 31 Marchst

2016.

Reserves

The company has transferred 94,15,603/‐ to Reserves and Surplus for the financial year 2015‐16.`

Infrastructure Debt Fund

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 domes�c ra�ng agencies)successfully raised

`300 crore. The scheme achieved the dis�nc�on of being the first IDF Mutual Fund in the country to be listed on the

Bombay Stock Exchange (BSE) .


7

The scheme has exhibited a decent performance during its second full year of opera�ons. The NAV per unit of “IIFCL

Mutual Fund Infrastructure Debt Fund Series I” of face value 10,00,000/‐ is 12,48,010.25 versus 11,12,687.49/‐ in` ` `

the previous year with an annual yield of 12.13%. The AUM size has increased to 374.4 crores from 333.80 crore in` `

the previous year.

IIFCL MF (IDF) is currently in the process of launching two more schemes, both rated “AAA mf‐idf” by two domes�c

credit ra�ng agencies. The fund raising target for Series II would be 1,500 crore. The Series III will focus on Green`

ini�a�ves (Solar and wind energy, waste‐to‐energy, water and sanita�on etc.) with a target fund size of 1,000 crore.`

The Board of Trustees of IIFCL Mutual Fund(IDF), duly approved by the Securi�es and Exchange Board of India (SEBI)

comprises as under:

Name Designa�on

Sh. Sanjeev Ghai Chairman

Sh. A.K. Jain Independent Trustee (ceased as trustee w.e.f. 14 December, 2015)th

Sh. K. K. Taneja Independent Trustee (ceased as Trustee w.e.f. 15 June, 2016)th

Sh. H.K. Parikh Independent Trustee

Sh. A.K. Deb Independent Trustee (appointed as Trustee w.e.f. 26 October, 2015)th

Sh. J.M. Singh Independent Trustee (appointed as Trustee w.e.f. 8 February, 2016)th

Sh. B.S. Shekhawat Independent Trustee (appointed as Trustee w.e.f. 28 June, 2016)th

Board of Directors

The composi�on of Board of Directors of your company was as under:

Name and Designa�on Category Date of Appointment

Sh. S.B. Nayar, Chairman & Director Director 12 December, 2013th

Dr. E.S. Rao, Director & CEO Director 28 March, 2012th

Sh. Deepak Kumar Cha� erjee Director 26 June, 2014th

Sh. M N Sarma Independent Director 9 December, 2013th

Dr. Pawan Singh Independent Director 14 August, 2012th

Sh. A.K. Ahuja* Addi�onal Independent Director 27 October, 2015th

Sh. Sudhir Arya Addi�onal Independent Director 30 June, 2016th

*Ceased as Independent Director w.e.f 31 May, 2016.st

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

The Board of Directors consists of six directors as men�oned above comprising three independent directors, namely

Sh. M.N. Sarma, Dr. Pawan Singh & Sh. A.K. Ahuja as on 31 March, 2016. All the Independent Directors have dulyst

furnished a declara�on pursuant to Sec�on 149 (7) of the Companies Act, 2013 declaring that they meet the criteria of

Independence as laid down in Sec�on 149 (6) of the act as men�oned above.

During the year under review, Sh. A.K. Ahuja, Execu�ve Director of NTPC Limited was appointed as Addi�onal

Independent Director to the Board of IAMCL w.e.f. 27 October, 2015. As per the applicable provisions of Companiesth

Act, 2013, his appointment was required to be approved by the Shareholders at a General Mee�ng. However, due to

his superannua�on in NTPC Limited on 31 May, 2016, he has also ceased to be the Independent Director of IAMCL.st

As per the policy of India Infrastructure Financial Company Limited (IIFCL) i.e. holding company of IAMCL, for

appointment of Independent Directors on the Board of Subsidiary Companies, NTPC Limited has nominated Sh.

Sudhir Arya, to be appointed as Independent Director. The nomina�on of Sh. Sudhir Arya has been approved by the

Board of Directors of IAMCL as well as the Board of Trustees of IIFCL Mutual Fund (IDF) in their mee�ngs held on 30th

June, 2016 as Addi�onal Independent Director w.e.f 30 June,2016. In compliance with the provisions of Companiesth


8

Act, 2013, he is en�tled to hold office �ll the date of AGM or �ll the last date when the AGM should be held, whichever

is earlier. Accordingly, the approval of the members for his appointment as independent director of IAMCL has been

proposed.

There are five employees in the company and the employee's rela�ons remained peaceful and cordial during the year.

Board Mee�ngs during the period

During the period under review, the Board of Directors of your company met six �mes, on 28 April 2015, 27 Julyth th

2015, 15 October, 2015, 22 December, 2015, 3 February, 2016 & 22 March, 2016.th nd rd nd

The Number of Mee�ngs of the Board a� ended by each Director during the Financial Year 2015‐16 are as follows:

Name of the Director Number of Mee�ngs A� ended

Sh. S.B Nayar 6

Dr. E.S. Rao 6

Sh. Deepak Kumar Cha� erjee 6

Sh. M N Sarma 6

Dr. Pawan Singh 6

Sh. A. K. Ahuja 3

Audit Commi� ee of the Board

The Audit Commi� ee of your company has been duly cons�tuted as per the provisions of the Companies Act, 2013,

carrying out such du�es and enjoying such powers as have been laid down under the relevant provisions of the Act.

The Cons�tu�on of the Audit Commi� ee as on 31 March, 2016 was as under:st

Name of the Director Designa�on

Sh. Deepak Cha� erjee Non Execu�ve Director

Dr. Pawan Singh Independent Director

Sh. M.N. Sarma Independent Director

The Mee�ngs of the Audit Commi� ee are chaired by Sh. M.N. Sarma, Independent Director. During the year under

review, the Audit Commi� ee of the Board met five �mes i.e on 28 April 2015, 27 July, 2015, 15 October, 2015, 22th th th nd

December, 2015 & 3 February, 2016.rd

The Number of Mee�ngs a� ended by each member during the same period are as follows:

Name of the Director Number of Mee�ngs A� ended

Sh. Deepak Cha� erjee 5

Dr. Pawan Singh 5

Sh. M.N. Sarma 5

Nomina�on and Remunera�on Commi� ee

The Nomina�on & Remunera�on Commi� ee of your company has been duly cons�tuted as per the relevant

provisions of Companies Act, 2013 whereas half of the members of NRC are independent directors.


9

The Composi�on of the NRC during the year under review:

Name Designa�on

Sh. S.B Nayar Chairman & Director

Dr. E.S Rao Director & Chief Execu�ve Officer

Sh. A.C Chaturvedi Independent Director

Dr. Pawan Singh Independent Director

The NRC did not meet during the year under review. The NRC mee�ngs are to be organized only when necessary to

carry out the du�es as required to be carried out by it as s�pulated in the Companies Act, 2013.

Deposits

During the year under review, the Company has not accepted any deposits under Sec�on 73 of the Companies Act,

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

Conserva�on of Energy and Technology Absorp�on

The company is engaged in asset management business and not manufacturing hence, the disclosure of par�culars

regarding Conserva�on of Energy is not applicable. However, efforts are made to take appropriate energy efficient

measures in the office to ensure conserva�on of energy. The ac�vi�es of company do not involve any technology

absorp�on.

Foreign Exchange Earnings and outgo

There were no Foreign Exchange earnings/outgo during the year under review.

Internal Financial Control

The company has in place adequate internal financial controls with reference to financial statements. The Audit

Commi� ee of the Board periodically reviews the internal control systems with the management, Internal Auditors

and the adequacy of internal audit func�on, significant internal audit findings and follow‐ups thereon. During the year

under review, such controls were reviewed and tested through a study conducted by our statutory auditor and the

observa�ons were incorporated as part of the Independent Auditor's Report placed before the Board.

There were no reportable material weakness in the design or opera�ons and the report stated that internal financial

controls were opera�ng effec�vely as at 31 March 2016.st

Corporate Social Responsibility (CSR)

As the company does not meet the requirements s�pulated in Sec�on 135 of Companies Act, 2013,the company is not

required to cons�tute Corporate Social Responsibility Commi� ee and to adopt CSR policy.

Related Party Transac�ons

All related party transac�ons 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 transac�ons made by the

company with Promoters, Key Managerial Personnel or other designated persons which may have poten�al conflict

with interest of the company at large.The details of such related party transac�ons have been provided as Annexure I

to this report in the format prescribed in Form AOC‐2.

S.No. Par�culars of the Party Rela�onship Nature of Transac�on Amount ( )`

2015‐16 2014‐15

1. India Infrastructure Finance Holding Company Rent 75,61,350 69,03,089

Company Limited (IIFCL) Amount Payable 8,20,024 24,36,210

(Towards Rent and

Director Remunera�on)

Director & CEO 37,73,674 23,81,550

Remunera�on

Office & Administra�on 15,17,268 14,38,538

expenses


10

Par�culars of loans, guarantee or investments

The Company has not entered into/or made any contract, agreements or arrangement rela�ng to loans, guarantees or

investments for the financial year under review as referred under Sec�on 186 of the Companies Act, 2013.

Right to Informa�on Act,2005

During the year under review, the Company had not received any applica�ons under the Right to Informa�on Act,

2005.

Official Language

Efforts were made during the year towards encouraging use of Hindi in Official transac�ons as also to ensure

compliance of the provisions of Official Language Act, 1963.

Extract of the Annual Return

As required pursuant to sec�on 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and

Administra�on) Rules, 2014, an extract of annual return in MGT 9 forms a part of this Annual Report as .Annexure‐ II

Statutory Auditors

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

Company Limited for the financial year 2015‐16 by the Office of Comptroller & Auditor General of India.

Repor�ng of Frauds by Auditors under sec�on 143 (12) of Companies Act, 2013

The Statutory Auditors did not report any offences involving fraud having been commi� ed against the company by

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

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

In con�nuance of Audit Report dated 26 April, 2016 ,the Statutory Auditors has furnished their revised audit reportth

dated 15 July, 2016 at the instance of Comptroller & Auditor General of India (C&AG) .The revised Audit Report andth

the comments of the Comptroller & Auditor General of India under Sec�on 143(6) of the Companies Act, 2013 are

annexed as to this Report. The Notes on Financial Statements referred to in the Auditors' Report areAnnexure‐III & IV

self‐explanatory and do not call for any further comments.

Risk Management

The company's Risk Vision statement is to encompass a holis�c charter and profile for the Integrated Risk

Management Framework that will support IAMCL vision in minimizing risks in the business value chain and provide

confidence to all the stakeholders by enhancing the Balance Sheet strength. The company has been addressing

various risks impac�ng the company. The Company has robust risk governance structure and is con�nuously upda�ng

its risk processes and procedures with best industry prac�ces.

Disclosure under the Sexual Harassment of Women at Workplace (Preven�on, Prohibi�on and Redressal) Act, 2013

The company is an equal employment opportunity company and believes that all employees of the Company, have the

right to be treated with dignity. Sexual harassment at the work place or other than work place, if involving employees,

is a grave offence and is, therefore, punishable.

However the company is not required to cons�tute the Internal Complaints Commi� ee (ICC) under Sexual

Harassment of Women at Workplace (Preven�on, Prohibi�on and Redressal) Act, 2013 as there are only five

employees working in the company but in spite of that the company is commi� ed to crea�ng a healthy working

environment that enables employees to work without fear of prejudice, gender bias and sexual harassment.

Directors' Responsibility Statement

As required under sec�on 134 (5) of the Companies Act, 2013 directors of your company hereby confirm that:

(a) In the prepara�on of the annual accounts for the year ended March 31, 2016, the applicable accoun�ng standards

had been followed along with proper explana�on rela�ng to material departures;


11

(b) the directors had selected such accoun�ng policies and applied them consistently and made judgments and

es�mates 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 yearMarch 31, 2016 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 accoun�ng records in

accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for

preven�ng and detec�ng fraud and other irregulari�es;

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

(e) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that

such systems were adequate and opera�ng effec�vely.

Acknowledgements

The Board of Directors of your company is thankful to the Central Government par�cularly the Ministry of Finance,

Securi�es and Exchange Board of India (SEBI), Bombay Stock Exchange, AMFI, Banks, Financial Ins�tu�ons for

providing necessary support in path breaking ini�a�ve to establish Infrastructure Debt Fund (IDFs) in the country. The

Board is also thankful to the Comptroller and Auditor General of India and the Auditors of the Company for their

valuable guidance and advice.

We wish to place on record our apprecia�on for the un�ring efforts and contribu�on made by the employees of the

company and sincere gra�tude to the Board of Trustees of IIFCL Mutual Fund, whose guidance and valuable direc�on

will enable us to tread the path towards the objec�ve.

BY ORDER OF THE BOARD OF DIRECTORS


Sd/‐

(S.B.NAYAR)

Chairman and Director

DIN:02175871

Place : New Delhi

Date : 10th, August 2016


12

ANNEXURE‐I

Form No. AOC‐2

(Pursuant to clause (h) of sub‐sec�on (3) of sec�on 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules,

2014)

Form for disclosure of par�culars of contracts/arrangements entered into by the company with related par�es

referred to in sub‐sec�on (1) of sec�on 188 of the Companies Act, 2013 including certain arm's length transac�ons

under third proviso thereto.

1. Details of contracts or arrangements or transac�ons not at arm's length basis: Not Applicable

(a) Name(s) of the related party and nature of rela�onship : NA

(b) Nature of contracts/arrangements/transac�ons : NA

(c) Dura�on of the contracts / arrangements/transac�ons : NA

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

(e) Jus�fica�on for entering into such contracts or arrangements or transac�ons : NA

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

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

(h) Date on which the special resolu�on was passed in general mee�ng as required under first proviso to

sec�on 188 : NA

2. Details of material contracts or arrangement or transac�ons at arm's length basis:

(a) Name(s) of the related party and nature of rela�onship: India Infrastructure Financial Company

Limited (IIFCL), Holding Company.

(b) Nature of contracts/arrangements/transac�ons: Reimbursement of Expenses.

(c) Dura�on of the contracts / arrangements/transac�ons: 1 April, 2015 to 31 March, 2016.st st

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

(e) Date(s) of approval by the Board, if any: 15 October, 2015 & 26 April, 2016.th th

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

BY ORDER OF THE BOARD OF DIRECTORSFOR IIFCL ASSET MANAGEMENT COMPANY LIMITED

Sd/‐(S. B. NAYAR)

Chairman and DirectorDIN: 02175871

Place : New DelhiDate : 10 August, 2016��


Annexure ‐II

Form No.MGT‐9EXTRACT OF ANNUAL RETURN

As on the financial year ended on 31st March, 2016

[Pursuant to sec�on 92(3) of the Companies Act,2013 and rule 12(1) of the Companies (Management and

Administra�on) Rules, 2014 ]

I. REGISTRATION AND OTHER DETAILS:

i) CIN: ‐U65991DL2012GOI233601

ii) Registra�on Date‐ 28 March, 2012th

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

iv) Category/ Sub‐Category of the Company : Government Company

v) Address of the registered office and contact details : 301‐312, 3 Floor, Ambadeep Building, 14, Kasturbard

Gandhi Marg, New Delhi‐110001, Phone: 011 4371 71 25/26; Email: [email protected]

vi) Whether listed company ‐ No

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

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business ac�vi�es contribu�ng 10% or more of the total turnover of the company shall be stated :-

Name and Descrip�on NIC Code of the % to total turnover of

main products/ services Product/ service* of the company

Fund Management Ac�vi�es 100 %66301

[Asset Management Company to

IIFCL Mutual Fund (IDF)]

* As per Na�onal Industrial Classifica�on 2008 (NIC‐2008) – Ministry of Sta�s�cs and Programme

Implementa�on

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES -

S. N0 NAME AND ADDRESS CIN/GLN HOLDING/ SUBSIDIARY/ % of shares held Applicable

OF THE COMPANY ASSOCIATE Sec�on

1. 100%India Infrastructure Finance U67190DL20 Holding Company 2(46)

Company Limited. 06GOI144520

8 Floor, Hindustan Timesth

House Building, 18 & 20,

K.G Marg, New Delhi‐110001.


13

%

Change

during

the year

Category of

Shareholders

A. Promoters Demat Physical Total % of Demat Physical Total % of

(1) Total TotalIndian

Shares Shares

a) Individual/HUF 6 6 0.000048 0 6 6 0.0000480 0%

b) Central Govt. 00 0 0 0 0 0 0 0%

c) State Govt(s) 00 0 0 0 0 0 0 0%

d) Bodies Corp. 0 0 0 0 0 0 0 0 0%

e) Banks/FI 12499994 12499994 99.99 0 12499994 12499994 99.990 0%

f) Any Other 0 0 0 0 0 0 0 0 0%

Sub‐total (A)(1):‐ 12500000 12500000 100 0 12500000 12500000 1000 0%

(2)Foreign 0 0 0 0 0 0 0 0 0%

a) NRIs‐Individuals 0 0 0 0 0 0 0 0 0%

b) Other– Individuals 0 0 0 0 0 0 0 0 0%

c) Bodies Corp. 0 0 0 0 0 0 0 0%

d) Banks/FI 0 0 0 0 0 0 0 0 0%

e) Any Other 0 0 0 0 0 0 0 0 0%

Sub‐total(A)(2):‐ 0 0 0 0 0 0 0 0 0%

Total shareholding

of Promoter

(A)=(A)(1)+(A)(2) 12500000 12500000 100 0 12500000 12500000 1000 0%

B. Public

Shareholding

1. Ins�tu�ons

a) Mutual Funds 0 0 0 0 0 0 0 0 0%

b) Banks/FI 0 0 0 0 0 0 0 0 0%

c) Central Govt. 0 0 0 0 0 0 0 0 0%

d) State Govt(s) 0 0 0 0 0 0 0 0 0%

e) Venture Capital 0 0 0 0 0 0 0 0 0%

Funds

f) Insurance

Companies 0 0 0 0 0 0 0 0 0%

g) FIIs 0 0 0 0 0 0 0 0 0%

h) Foreign Venture

Capital Funds 0 0 0 0 0 0 0 0 0%

i) Others(specify) 0 0 0 0 0 0 0 0 0%

Sub‐total (B)(1):- 0 0 0 0 0 0 0 0 0%

2. Non Ins�tu�ons

a) Bodies Corp. 0 0 0 0 0 0 0 0 0%

i) Indian 0 0 0 0 0 0 0 0 0%

ii) Overseas 0 0 0 0 0 0 0 0 0%

i) Individual 0 0 0 0 0 0 0 0 0%

shareholders

holding nominal

share capital upto

Rs.1 lakh

No. of Shares held at the beginning of

the year

No. of Shares held at the end of the

year


14

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

i) Category‐wise ShareHolding

S No.. Shareholder's Name

Shareholding at the

beginning of the year

Shareholding at the end of the year

No. of

Shares

% of

total

Shares of

the

company

% of

Shares

Pledged

/encum

bered

to total

Shares

No. of

Shares

% of total

Shares of

the

company

% of

Shares

Pledged

/encum‐

bered to

total

shares

%

change in

share

holding

during

the year

1. India Infrastructure Finance Company 12499994 99.99 0 12499994 99.99 0 0%

Limited. (IIFCL)

2. Sh. Rajeev Mukhija 1 0.000008 0 1 0.000008 0 0%

3. 1 0.000008 0 1 0.000008 0Dr. Emandi Sankara Rao 0%

4. Sh. Rakesh Kumar 1 0.000008 0 1 0.000008 0 0%

5. Sh. S. B. Nayar 1 0.000008 0 1 0.000008 0 0%

6. Sh. P. R. Jaishankar 1 0.000008 0 1 0.000008 0 0%

7. Sh. Krishnan Sriperumbudur Srinivasan 1 0.000008 0 1 0.000008 0 0%

Total 12500000 100 0 12500000 100 0 0%

%

Change

during

the year

Category of

Shareholders

No. of Shares held at the beginning of

the year

No. of Shares held at the end of the

year

A. Promoters Demat Physical Total % of Demat Physical Total % of

(1) Total TotalIndian

Shares Shares

ii) Individual 0 0 0 0 0 0 0 0 0%

shareholders

holding nominal

share capital in

excess of

Rs 1 lakh

b) Individuals 0 0 0 0 0 0 0 0 0%

c) Others (specify) 0 0 0 0 0 0 0 0 0%

Sub‐total (B)(2):- 0 0 0 0 0 0 0 0 0%

Total Public 0 0 0 0 0 0 0 0 0%

Shareholding

(B)=(B)(1)+ (B)(2)

C. Shares held by 0 0 0 0 0 0 0 0 0%

Custodian for

GDRs & ADRs

Grand Total

(A+B+C) 0 12500000 12500000 100 0 12500000 12500000 100 0%

B. Public Shareholding

(ii) Shareholding of Promoters


15

S. No Par�culars Shareholding at the Cumula�ve Shareholding.

beginning of the year during the year

No. of shares % of total shares No of shares % of total shares.

of the company of the company

1. At the beginning of the year No changes in Promoters shareholding during the year

2. Date wise Increase/ Decrease No changes in Promoters shareholding during the year

in Promoters Shareholding

during the year specifying

the reasons for increase /

decrease (e.g. allotment/

transfer/ bonus/ sweat

equity etc):

3. At the End of the year No changes in Promoters shareholding during the year

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

(iv) Shareholding Pa� ern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and

ADRs):

Sl. No For Each of theTop10 Shareholding at the Cumula�ve Shareholding.

Shareholders beginning of the year during the year

No of shares % of total shares No of shares % of total shares. .

of the company of the Company

1. At the beginning of the year None None

2. Date wise Increase/ Decrease in None None

Shareholding during the year

specifying the reasons for increase/

decrease (e.g. allotment/ transfer/

bonus/sweat equity etc.):

3. At the End of the year (or on the None None

date of separa�on if separated,

during the year)

Sl.No For Each of the Directors and KMP Shareholding at the Cumula�ve Shareholding.

beginning of the year during the year

Shareholding of Directors:‐ No of shares % of total shares No of shares % of total shares. .

of the company of the company

1. Dr. Emandi Sankara Rao 1 0.000008 1 0.000008

At the beginning of the year

At the End of the year 1 0.000008 1 0.000008

Date wise Increase/ Decrease in

Shareholding during the year No changes during the year

2. Sh. S B Nayar

At the beginning of the 1 0.000008 1 0.000008

At the End of the year 1 0.000008 1 0.000008

Date wise Increase/ Decrease in No changes during the year

Shareholding during the year

(v) Shareholding of Directors and Key Managerial Personnel:


16

V INDEBTEDNESS.

Indebtedness of the Company including interest outstanding/accrued but not due for payment (in )`

Par�culars Secured Loans Unsecured TotalDeposits

Loanexcluding deposits Indebtness

Indebtedness 0 0 0 0

Indebtedness at the beginning of the financial year

i) Principal Amount

ii) Interest due but not paid

iii) Interest accrued but not

Total(i+ ii+ iii) 0 0 0 0

Change in Indebtedness during the financial year

��Addi�on

��Reduc�on 0 0 0 0

NETCHANGE 0 0 0 0

Indebtedness at the end of the financial year

i) Principal Amount

ii) Interest due but not paid

iii) Interest accrued but not due 0 0 0 0

0 0 0 0Total(i+ii+iii)

VI REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:.

A. Remunera�on to Managing Director, Whole‐�me Directors and/or Manager: in )`(

Sl. No. Par�culars of Remunera�on Name of MD/WTD/ Manager Total Amount

Dr. Emandi Sankara Rao*

1. Gross salary

(a) Salary as per provisions contained in sec�on 17(1) of

the Income‐tax Act, 1961 ‐

(b) Value of perquisites u/s 17(2) Income‐tax Act, 1961 ‐

(c) Profits in lieu of salary under sec�on 17(3) Income‐ tax

Act, 1961 NIL NIL

2. Stock Op�on ‐ ‐

3. Sweat Equity ‐ ‐

4. Commission

‐ as % of profit ‐ ‐

others, specify ‐ ‐

5. Others, please specify ‐ ‐

6. Total (A) ‐ ‐

Ceiling as per the Act Sec�on 197 & Schedule V of the Companies Act,2013 are not applicable to Government

Company.

*

The remuneration of the Dr. Emandi Sankara Rao, Whole time Director & Chief Executive Officer has been

disclosed under the heading as he“ “Remunera�on to Key Managerial Personnel other Than MD/Manager/WTD

has been drawing remuneration in the capacity of Chief Executive Officer .


17

S. No. Par�culars of Key Managerial Personnel

Remunera�on

Chief Execu�ve Officer Company Secretary Chief Financial Officer Total

Dr. E.S Rao Sh.Ajay Pal Singh Saini Sh. Sumiran Bansal

1 Gross salary. 23,19,996 13,10,558 12,86,392 49,16,946

(a) Salary as per

provisions contained in

sec�on 17(1) of the

Income‐tax Act 1961,

(b) Value of perquisites 13,75,804 11,18,487 5,26,130 30,20,421

u/s 17(2) Income‐tax

Act 1961,

(c) Profits in lieu of NIL NIL NIL��

salary under sec�on

17(3) Income‐tax

Act 1961,

2 Stock Op�on. ��

3. � � � �Sweat Equity

4. �� Commission

‐ as % of profit

‐ others

5. Others 77,874 ‐ ‐ 77,874

Total 37,73,674 24,29,045 18,12,522 80,15,241

B. Remunera�on to other directors : in )`(

Sl. no. Par�culars of Remunera�on Name of Directors Total

Amount

Sh. Pawan Sh. A K Ahuja Sh. MN Sarma Sh.SB Nayar Sh. Deepak

Singh Kumar

Cha� erjee

1. Independent Directors

∙ Fee for a� ending board & 1,80,000 60,000 ,70,000 4,10,000� � ��

commi� ee mee�ngs

∙ Commission

∙ Others, please specify � � �� ‐

1,80,000 60,000 ,70,000 ‐ 4,10,000� �Total (1)

2. Other Non Execu�ve-

Directors

∙ Fee for a� ending board

commi� ee mee�ngs � � � � � �

∙Commission

∙ Others, please specify

� � � � � �Total (2)

1,80,000 60,000 1,70,000 NIL NIL 4,10,000Total(B)=(1+2)

Total Managerial

Remunera�on 1,80,000 60,000 1,70,000 4,10,000� �

Overall Ceiling as per the Act The remunera�on is within the limit, s�pulated by the Law.

C. Remunera�on to key Managerial Personnel other than MD/Manager/wtd: (In )`


18

VII. PENALTIES/PUNISHMENT/COMPOUNDING OF OFFENCES :

Type Sec�on of the Brief Details of Penalty/ Authority (RD/ Appeal made

Companies Act Descrip�on Punishment/ NCLT/Court) if any (give

Compounding details)

fees imposed

A COMPANY.

Penalty NIL

Punishment

Compounding

B. DIRECTORS

Penalty NIL

Punishment

Compounding

C. OTHER OFFICERS IN DEFAULT

Penalty NIL

Punishment

Compounding


19

20

VIRENDER K. GUPTA & CO. M.C.D. BUILDING, D.B. GUPTA ROAD,

CHARTERED ACCOUNTANTS PAHARGANJ NEW DELHI‐110055

Contact: 9811142078, (O) 23583216

Email: [email protected]

INDEPENDENT AUDITOR'S REPORT

To the Members of

IIFCL ASSET MANAGEMENT COMPANY LIMITED: NEW DELHI

This Revised Report is issued, in supersession of our earlier Audit Report dated 26 April 2016, at the instance ofth

Comptroller & Auditor General (C&AG) of India in order to make it more clarificatory. Further, we confirm that there is

no change in the true and fair view of the financial statements as expressed in our earlier report.

Report on the Financial Statements

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

Company”), which comprise the Balance Sheet as at March 31, 2016, the Statement of Profit and Loss and Cash Flow

Statement for the year then ended, and a summary of significant accoun�ng policies and other explanatory

informa�on

Management's Responsibility for the Financial Statements

The Company's Board of Directors are responsible for the ma� ers stated in Sec�on 134(5) of the Companies Act, 2013

('the act') with respect to the prepara�on and presenta�on of these financial statements that give a true and fair view

of the financial posi�on, financial performance and cash flows of the Company in accordance with the accoun�ng

principles generally accepted in India, including the Accoun�ng Standards specified under Sec�on 133 of the Act, read

with rule 7 of Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate

accoun�ng records in accordance with the provisions of the Act for safeguarding the assets of the Company and for

preven�ng and detec�ng frauds and other irregulari�es; selec�on and applica�on of appropriate accoun�ng policies;

making judgments and es�mates that are reasonable and prudent and design, implementa�on and maintenance of

adequate internal financial controls, that were opera�ng effec�vely for ensuring the accuracy and completeness of

the accoun�ng records, relevant to the prepara�on and presenta�on 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 Responsibility

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 accoun�ng and audi�ng standards and ma� ers 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 Audi�ng specified under Sec�on 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 prepara�on of the financial statements, that

give a true and fair view, in order to design audit procedures that are appropriate in the circumstances. An audit also

includes evalua�ng the appropriateness of accoun�ng policies used and the reasonableness of the accoun�ng

es�mates made by the Company's Directors, as well as evalua�ng the overall presenta�on 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 financial statement.

Opinion

In our opinion and to the best of our informa�on and according to the explana�ons given to us, the aforesaid financial


ANNEXURE‐III

21

statements give the informa�on required by the Act in the manner so required and give a true and fair view in

conformity with the accoun�ng principles generally accepted in India of the state of affairs of the Company as at 31st

March 2016, its profit and its cash flows for the year ended on that date.

Emphasis of Ma� ers

Company has provided employee benefits of various types as per AS‐15 (Revised) for Amoun�ng to Rs. 32.97 Lacs No

provision made in the previous year. Consequently the profit for the year before taxa�on is lower by Rs 32.97 Lacs.

Amor�za�on policy for intangible assets stand changed life from five years to four years thus profit reduced by Rs

471/‐.

Report on Other Legal and Regulatory Requirements

1 As required by the Companies (Auditor's Report) Order, 2016 (“the Order”) issued by the Central Government of

India in terms of sub‐sec�on (11) of sec�on143 of the Act, we give in the Annexure 'A' statement on the ma� ers

Specified in paragraphs 3 and 4 of the Order, to extent applicable.

2. As required by sec�on 143 (5) of the Act, Direc�ons Indica�ng the areas to be examined during the course of audit,

issued by the Comptroller & Auditor General of India, are annexed vide Annexure'B '.

3. As required by sec�on 143(3) of the Act, we further report that:

a. we have sought and obtained all the informa�on and explana�ons 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 appears from

our examina�on of those books;

c. the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement dealt with by this Report are in

agreement with the books of account;

d. in our opinion, the aforesaid financial statements comply with the Accoun�ng Standards specified under Sec�on

133 of the Act, read with Rule 7 of the Companies (Accounts) Rules 2014.

e. :‐ Being Government Company provisions are not applicable.Sec�on 164(2) of the Act

f. With respect to the adequacy of the internal financial controls over financial repor�ng of the company and the

opera�ng effec�veness of such control, refer to our separate report in Annexure 'C'

g. With respect to other ma� ers 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 informa�on and according to explana�on

given to us;

i. the Company has disclosed the impact of pending li�ga�ons on its financial posi�on in its financial statements

– Refer Note No 19 to the financial statements

ii. The Company did not have any long‐term contracts including deriva�ve contracts.

iii. There has not been an occasion in case of the Company during the year under report to transfer any sums to

the Investor Education and Protec�on Fund. The ques�on of delay in transferring such sums does not arise.

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

Chartered Accountants

(FRN: 000198N)

Place: New Delhi

Date: 15.07.2016

Sd/‐

V. K. Gupta

(Partner)

M.No. : 080585


Annexure –'A' to the Auditor's Report

The Annexure referred to in Independent Auditor's Report to the members of the Company on the financial

statements for the year ended 31 March 2016, we report that:

(i) (a) The Company has maintained proper records showing full par�culars, including quan�ta�ve details and

situa�on of fixed assets

(b) All the fixed assets have been physically verified by the management at the end of the year. In our opinion,

the frequency of physical verifica�on is reasonable having regard to the size of the company and nature of

its business. We have been informed that no material discrepancies were no�ced on such physical

verifica�on.

(c) According to the informa�on and explana�ons given to us and on the basis of our examina�on of the

records, Company have no immovable property hence clause not applicable.

(ii) The Company is a service Provider company, it does not hold any physical inventory during the year. Thus,

paragraph 3(ii) of the Order is not applicable to the Company.

(iii) The company has not granted any loans, secured or unsecured to companies, firms or other par�es covered in

the register maintained under sec�on 189 of the Companies Act, 2013. Thus, paragraph 3(iii)(a)(b)(c) of the

Order is not applicable to the Company.

(iv) In our opinion and according to the informa�on and explana�ons given to us, no loan, Investment, guarantee or

security was given, hence paragraph is not applicable.

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

(vi) The Central Government has not prescribed the maintenance of cost records under sec�on 148(1) of the Act,

for any of the services rendered by the Company.

(vii) (a) According to the informa�on and explana�ons given to us company is regular in deposi�ng undisputed

statutory dues including provident fund, employees' state insurance, income‐tax, service tax, cess and

any other statutory dues to the appropriate authori�es. There was no outstanding statutory dues as on

31.03.2016 for a period of more than six months from the date they became payable.

(b) According to informa�on and explana�ons given to us and based on the records of the company examined

by us, there are no dues of Income Tax or Service Tax, which have not been deposited on account of any

dispute except the following:‐

Name of the statute Nature of dues Amount (in Rs) Period to which Forum where

the amount relates dispute is pending

Income Tax Income Tax 20,68,450 01/04/2012 to 31/03/2013 CIT (A)

and Interest thereon

(viii) The Company does not have any loans or borrowings from any financial ins�tu�on, banks, government or

dues to debenture holders during the year. Hence paragraph is not applicable

(ix) The Company did not raise any money by way of ini�al public offer or further public offer (including debt

instruments) and term loans during the year.

(x) According to the informa�on and explana�ons given to us, no fraud by the Company or any fraud on the

Company by its officers or employees has been no�ced or reported during the year.

(xi) As per explana�on given to us, the Company is a Government company, Thus, paragraph 3(xi) of the Order is

not applicable.

(xii) The Company is not a nidhi company. Hence paragraph of the Order is not applicable.

(xiii) According to the informa�on and explana�ons given to us and based on our examina�on of the records of the

Company, transac�ons with the related par�es are in compliance with sec�ons 177 and 188 of the Act and

details of such transac�ons have been disclosed in the financial statements as required by the applicable

accoun�ng standards.

(xiv) The Company has not made any preferen�al allotment or private placement of shares or fully or partly

conver�ble debentures during the year under review.

22


(xv) According to the informa�on and explana�ons given to us and based on our examina�on of the records, the

Company has not entered into non‐cash transac�ons with directors or persons connected with him.

Accordingly, paragraph 3(xv) of the order is not applicable.

(xvi) The Company is not required to be registered under sec�on 45‐IA of the Reserve Bank of India Act 1934.

For Virender K Gupta & Co


Firm's registra�on number:000198N

Place : New Delhi Sd/‐

Date : 15‐07‐2016 V.K. Gupta

Partner

Membership number: 080585

23


Report

The company does not have any freehold

or lease hold land

There are no cases of waiver/write off of

debts/loan/interest etc

There is no physical inventory lying with

the third party and neither any thing

received as gi�s/grants from the

government or other authori�es

Sl.No.

1

2

3

Direc�ons

Whether the company has clear �tle/lease deeds

for freehold and leasehold land respec�vely? If

not, please state the area of freehold and lease

hold land for which the �tle/lease deed are not

available

Whether there is any case of waiver/write off of

debts/loan/interest etc. If yes, the reasons there

for and amount involved

Whether proper records are maintained for

inventories lying with third par�es and assets

received as gi�s/grants(s) from the government or

other authori�es

Impact on

account &

financial

statement

Nil

Nil

Nil

Annexure‐'B'

Direc�ons Indica�ng the areas to be examined by the Statuary Auditors during the course of audit of annual accounts

of , issued by the Comptroller & Audit General of IndiaIIFCL Asset Management Co Ltd, New Delhi for the year 2015‐16

Under Sec�on 143 (5) of the Companies Act, 2013

For Virender K Gupta & Co


Firm's registra�on number:000198N

Place : New Delhi Sd/‐

Date : 15‐07‐2016 V.K. Gupta

Partner

Membership number: 080585

24

IIFCL Asset Managment CompanyIIFCL Asset Managment Company

25

Annexure – 'C' to the Auditor's Report

Report on the Internal Financial Controls under Clause (i) of Sub‐sec�on 3 of Sec�on 143 of the Companies Act,

2013 (“the Act”)

We have audited the internal financial controls over financial repor�ng of IIFCL Asset Management Company

Limited (“the Company”) as of 31 March 2016 in conjunc�on with our audit of the financial statements of the

Company for the year ended on that date.

Management's Responsibility for Internal Financial Controls

The Company's management is responsible for establishing and maintaining internal financial controls based on the

internal control over financial repor�ng criteria established by the Company considering the essen�al components of

internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Repor�ng issued by

the Ins�tute of Chartered Accountants of India ('ICAI'). These responsibili�es include the design, implementa�on and

maintenance of adequate internal financial controls that were opera�ng effec�vely for ensuring the orderly and

efficient conduct of its business, including adherence to company's policies, the safeguarding of its assets, the

preven�on and detec�on of frauds and errors, the accuracy and completeness of the accoun�ng records, and the

�mely prepara�on of reliable financial informa�on, as required under the Companies Act, 2013.

Auditor's Responsibility

Our responsibility is to express an opinion on the Company's internal financial controls over financial repor�ng based

on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls

over Financial Repor�ng (the “Guidance Note”) and the Standards on Audi�ng, issued by ICAI and deemed to be

prescribed under sec�on 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial

controls, both applicable to an audit of Internal Financial Controls and, both issued by the Ins�tute of Chartered

Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and

plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over

financial repor�ng was established and maintained and if such controls operated effec�vely in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial

controls system over financial repor�ng and their opera�ng effec�veness. Our audit of internal financial controls over

financial repor�ng included obtaining an understanding of internal financial controls over financial repor�ng,

assessing the risk that a material weakness exists, and tes�ng and evalua�ng the design and opera�ng effec�veness of

internal control based on the assessed risk. 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.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit

opinion on the Company's internal financial controls system over financial repor�ng.

Meaning of Internal Financial Controls over Financial Repor�ng

A company's internal financial control over financial repor�ng is a process designed to provide reasonable assurance

regarding the reliability of financial repor�ng and the prepara�on of financial statements for external purposes in

accordance with generally accepted accoun�ng principles. A company's internal financial control over financial

repor�ng includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable

detail, accurately and fairly reflect the transac�ons and disposi�ons of the assets of the company; (2) provide

reasonable assurance that transac�ons are recorded as necessary to permit prepara�on of financial statements in

accordance with generally accepted accoun�ng principles, and that receipts and expenditures of the company are

being made only in accordance with authoriza�ons of management and directors of the company; and (3) provide

reasonable assurance regarding preven�on or �mely detec�on of unauthorized acquisi�on, use, or disposi�on of

the company's assets that could have a material effect on the financial statements.


26

Inherent Limita�ons of Internal Financial Controls Over Financial Repor�ng

Because of the inherent limita�ons of internal financial controls over financial repor�ng, including the possibility of

collusion or improper management override of controls, material misstatements due to error or fraud may occur and

not be detected. Also, projec�ons of any evalua�on of the internal financial controls over financial repor�ng to

future periods are subject to the risk that the internal financial control over financial repor�ng may become

inadequate because of changes in condi�ons, or that the degree of compliance with the policies or procedures may

deteriorate.

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over

financial repor�ng and such internal financial controls over financial repor�ng were opera�ng effec�vely as at 31

March 2016, based on the internal control over financial repor�ng criteria established by the Company considering

the essen�al components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over

Financial Repor�ng issued by the Ins�tute of Chartered Accountants of India.

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


(FRN: 000198N)

Place: New Delhi

Date: 15.07.2016 Sd/‐

V. K. Gupta

(Partner)

M. No. : 080585


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 2016

The prepara�on of financial statements of IIFCL Asset Management Company Limited for the year ended 31 March

2016 in accordance with the financial repor�ng framework prescribed under the Companies Act, 2013 (Act) is the

responsibility of the management of the company. The statutory auditor appointed by the Comptroller and Auditor

General of India under Sec�on 139(5) of the Act is responsible for expressing opinion on the financial statements

under Sec�on 143 of the Act based on independent audit in accordance with the standards on audi�ng prescribed

under Sec�on 143(10) of the Act. This is stated to have been done by them vide their Revised Audit Report dated 15

July 2016.

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 do not look into opera�on of these schemes including decision making regarding acquisi�on,

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 behalf of the Comptroller and Auditor General of India, have conducted a supplementary audit under sec�on

143(6)(a) of the Act of the financial statements of IIFCL Asset Management Company limited for the year ended 31

March 2016. 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

selec�ve examina�on of some of the accoun�ng 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 auditor's report.

For and on the behalf of the

Comptroller & Auditor General of India

Sd/‐

(Ri�ka Bha�a)

Principal Director of Commercial Audit &

Ex –officio Member, Audit Board –III,

New Delhi

Place: New Delhi

Date: 19 July 2016

27


ANNEXURE‐IV

28

IIFCL ASSET MANAGEMENT COMPANY LIMITEDBALANCE SHEET AS AT 31 MARCH, 2016

(All Figure In )`

As at As at

Par�culars

Notes 31st March, 2016 31st March, 2015

I EQUITY AND LIABILITIES

(1) Shareholders' Funds

(a) Share capital 125,000,000 125,000,0002

(b) Reserves and Surplus 28,494,372 19,078,7693

SUB‐TOTAL (1) 153,494,372 144,078,769

(2) Non‐current liabili�es

(a) Long‐term provisions 1,191,041 ‐4

SUB‐TOTAL (2) 1,191,041 ‐

(3) Current liabili�es

(a) Other current liabili�es 1,793,615 4,836,4125

(b) Short‐term provisions 9,071,311 7,600,0006

SUB‐TOTAL (3) 10,864,926 12,436,412

TOTAL (1)+(2)+(3) 165,550,339 156,515,182

II ASSETS

(1) Non‐current assets

(a) Fixed Assets

(i) Tangible assets 189,296 486,8947

(ii) Intangible assets 148,220 170,0477

(b) Deferred Tax Assets (Net) 1,007,566 478,2168

SUB‐TOTAL (1) 1,345,082 1,135,157

(2) Current assets

(a) Trade Receivables 4,648,016 10,240,2409

(b) Cash and Bank Balances 150,199,050 134,275,74910

(c) Short term loans and advances 120,000 ‐11

(d) Other current assets 9,238,191 10,864,03612

SUB‐TOTAL (2) 164,205,257 155,380,025

TOTAL (1)+(2) 165,550,339 156,515,182

Significant accoun�ng policies and notes to the 1 to 24

financial statements

Notes from 1 to 24 form integral part of Accounts

In terms of our Report of even date,

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

(Chartered Accounatnts) IIFCL Asset Management Company Limited

FRN . ‐ 000198N

Sd/‐ Sd/‐ Sd/‐ Sd/‐ Sd/‐

Partner ‐ VK Gupta S B Nayar Dr. E S Rao Ajay PS Saini Sumiran Bansal

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

M. No. ‐ 080585 DIN‐ 02175871 DIN‐ 05184747 FCS ‐ 5786 ACA ‐ 535730

Place New Delhi

Date 26th April, 2016


29

IIFCL ASSET MANAGEMENT COMPANY LIMITEDSTATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31 MARCH 2016

(All Figure In )`

S.No. Par�culars Note For the Year ended For the Year ended

31 March, 2016 31 March, 2015��

40,277,565 35,869,040I. Revenue from opera�ons 13

11,287,101 11,789,046II. Other Income 14

III. Total Revenue (I+II) 51,564,666 47,658,086

IV. Expenses

Employee Benefits Expense 20,067,475 9,846,52615

16Deprecia�on and amor�sa�on expense 356,621 319,919

17Other Expenses 16,887,697 13,767,023

Total Expenses 37,311,793 23,933,468

V. Profit Before Excep�onal And 14,252,873 23,724,617

Extra‐Ordinary Items And Tax (III‐IV)

‐ ‐VI. Excep�onal Items

VII. Profit Before Extra ‐ Ordinary Items 14,252,873 23,724,617

And Tax (V‐VI)

‐ ‐VIII. Extra ‐ Ordinary Items

IX. Profit Before Tax (VII‐VIII) 14,252,873 23,724,617

X. Tax Expense:

(1) Current Tax

‐ Current Period 5,450,000 7,600,000

‐ Earlier Period (83,380) 23,640

Deferred Tax(2)

‐ Current Period (529,350) 186,800

‐ Earlier Period

XI Profit for the year from con�nuing opera�ons (IX‐X) 9,415,603 15,914,177

Profit from discon�nuing opera�ons ‐ ‐XII

Tax expense of discon�nuing opera�ons ‐ ‐XIII

Profit from discon�nuing opera�ons (a�er tax) (XII‐XIII)XIV

XV Profit for the year (XI+XIV) 9,415,603 15,914,177

XVI Earnings per equity share (face value of 10/‐ each) 18`

0.75 1.27(1) Basic

0.75 1.27(2) Diluted

Significant accoun�ng policies and notes to the financial statements





FRN . ‐ 000198N





Place New Delhi



30

IIFCL ASSET MANAGEMENT COMPANY LIMITEDCASH FLOW STATEMENT FOR THE YEAR ENDED 31 MARCH, 2016

(All Figure In )`

Par�culars For the Year ended For the Year ended

31st March, 2016 31st March, 2015

A CASH FLOW FROM OPERATING ACTIVITIES

(i) Net Profit a�er Tax 9,415,603 15,914,177

Adjustments for:

(ii) Deprecia�on and amor�sa�on expense 356,621 319,919

(iii) Provisions/ Amounts wri� en back 9,733,002 7,786,800

OPERATING PROFIT BEFORE WORKING CAPITAL CHANGES 19,505,226 24,020,895

(i) (Increase)/decrease in Current Assets, Loans & Advances 9,458,069 (2,443,741)

(ii) Increase/(decrease) in other current liabili�es (10,642,797) (13,599,179)

CASH FLOW FROM OPERATIONS BEFORE TAX 18,320,498 7,977,975

Taxes paid (Net) 2,360,000 4,320,000

NET CASH FROM OPERATIONS A 15,960,498 3,657,975

B CASH FLOW FROM INVESTING ACTIVITIES

(i) (Purchase of )/ Sale of Fixed Assets (37,196) (597,877)

(ii) Investments in Fixed Deposits (15,936,181) (3,100,257)

NET CASH FROM INVESTING ACTVITIES B (15,973,377) (3,698,134)

C CASH FLOW FROM FINANCING ACTIVITIES

(i) Proceeds from Issue of Share Capital ‐

‐

NET CASH FROM FINANCING ACTIVITIES C ‐

NET CHANGE IN CASH & CASH EQUIVALENT (A+B+C) (12,879) (40,159)

Add: Opening Cash and Cash Equivalent 24,681 64,838

Closing Cash and Cash Equivalent 11,802 24,679

Closing Cash and Cash Equivalent Comprises of :‐

1 Cash in hand 11,619 199

Current Accounts in India 183 24,4822

Flexi Deposit Accounts ‐3

TOTAL 11,802 24,681





FRN . ‐ 000198N





Place New Delhi



Significant Accoun�ng Policies

NOTE 1

1. Basis of Prepara�on of Financial Statements

The financial statements are prepared on a going concern basis in accordance with the generally accepted

accoun�ng principles and the mandatory accoun�ng standards issued by the Ins�tute of Chartered

Accountants of India (ICAI) and the provisions of the Companies Act, 2013. The company will follow mercan�le

system of accoun�ng and recognizes items of Income and Expenditure on accrual basis.

2. Recogni�on of Income

2.1. Revenue from Management fees charged from IIFCL Mutual Fund (IDF) at specified rate determined by

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

2.2. Revenue from Interest Income from Fixed Deposits with Bank are recognized using the �me propor�on

method, based on the rates implicit in the transac�on.

2.3. Interest Income on Tax Refund is accounted based on the assessment orders passed.

3. Fixed Assets and Deprecia�on

3.1 Fixed assets are carried at cost less accumulated deprecia�on.

3.2 The addi�ons to fixed assets is capitalized on the approval of bills/invoices.

3.3 Deprecia�on of Tangible fixed assetsis provided using the useful lives and in the manner provided in

Schedule II of the Companies Act, 2013 following wri� en down value method. Deprecia�on on individual

assets having cost Rs. 5000/‐or less is charged at 100%.

3.4 An Intangible Asset is recognized where it is probable that the future economic benefits a� ributable to

the assets will flow to the company. These assets are amor�zed over their respec�ve individual es�mated

useful lives on a straight line basis.

4. Employee Benefit

The contribu�on towards NPS deducted from remunera�on of employees and employer contribu�on thereon

are deposited with PFRDA.

The employee benefits obliga�ons leave encashment, sick leave and leave travel concession, is provided for

the period up to date of repor�ng on the actuarial valua�on of same.

Gratuity is provided on the basis of actuarial valua�on.

5. Taxes on Income

Tax on income for the current period is determined on the basis of es�mated taxable income and tax credits

computed in accordance with the provisions of the Income Tax Act, 1961, and on the basis of changes adopted

by the company in accoun�ng policies & es�mates.

Deferred tax is recognized on �ming differences between the accoun�ng income and the taxable income for

the period, and quan�fied using the tax rates and laws enacted as on the Balance Sheet date.

Deferred tax assets is recognized and reassessed at each repor�ng date and carried forward to the extent that

there is a reasonable certainty that sufficient future taxable income is available against which such deferred tax

assets can be realized.

31


6. Earnings Per Share

In accordance with the Accoun�ng Standard‐20 (AS‐20) “Earnings Per Share” issued by The Ins�tute of

Chartered Accountants of India, Basic Earnings Per Share is computed using the weighted average number of

Shares outstanding during the period & Diluted Earnings per share is computed using the weighted average

number of shares outstanding a�er adjus�ng the effect of all dilu�ve poten�al equity shares that were

outstanding during the period.

7. Provisions, Con�ngent Liabili�es and Con�ngent Assets

A provision is made when the company has a present obliga�on as a result of past event and it is probable that

an ou�low of resources may be required to se� le the obliga�on, in respect of which a reliable es�mate can be

made based on technical valua�on and past experience. Provisions is not discounted to their present value

and is determined based on management es�mate required to se� le the obliga�on at the balance sheet date.

No provision made for liabili�es arising from transac�ons and events whose future outcome cannot be

ascertained with reasonable certain�es. Such con�ngent liabili�es are not recognized but disclosed in the

note of con�ngent liability on the basis of judgment of the management/independent expert. These are

reviewed at each balance sheet date and adjusted to reflect the current management es�mate.

32


33

NOTES TO THE FINANCIAL STATEMENTSNote 2 : SHARE CAPITAL

(All Figure In )`

Par�culars As at As at


Authorized 150,000,000 150,000,000

15,000,000 equity shares of 10/‐ each`

Issued, Subscribed & Fully Paid

12,500,000 equity shares of 10/‐ each 125,000,000 125,000,000`

Footnotes:

a) Reconcilia�on of equity shares outstanding at the beginning and at the end of the repor�ng period

PARTICULARS 31st March, 2016 31st March, 2015

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

Shares outstanding at the beginning of the repor�ng period 12,500,000 125,000,000 12,500,000 125,000,000

Shares Issued during the repor�ng period ‐ ‐ ‐ ‐

Shares outstanding at the end of the repor�ng 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)

Note 3 : RESERVES & SURPLUS



Staff Welfare Reserve * ‐

Opening Balance ‐ ‐

Add:‐ Transfer from Surplus in Statement of Profit & Loss (Net) 475,000 ‐

Less: Amount u�lizeed during the year and transferred to 174,077

Surplus in stament of Profit & Loss

Closing Balance (A) 300,923 ‐

Surplus in Statement of Profit and Loss

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

Add: Profit for the current year 9,415,603 15,914,177

Add:‐ Transfer from Staff Welfare Reserve 174,077 ‐

Less:‐ Transfer to Staff Welfare Reserve 475,000 ‐

Closing Balance (B) 28,193,449 19,078,769

TOTAL (A) + (B) 28,494,372 19,078,769

*Staff Welfare reserve created to promote, among the staffs, sports, cultural & other welfare ac�vi�es.


34

Note 4 : LONG TERM PROVISIONS



Long Term Provisions

Provision for Re�rement Benefits 873,406 ‐

Provision for Earned Leave 317,635 ‐

TOTAL 1,191,041 ‐

Note 5 : OTHER CURRENT LIABILITIES



Statutory Dues payable 278,734 931,714

Other Payables 1,514,881 3,904,698

TOTAL 1,793,615 4,836,412

Note 6 : SHORT TERM PROVISIONS



Short Term Provisions

Provision for Re�rement Benefits 1,514 ‐

Provision for LTC 799,998 ‐

Provision for Earned Leave 28,653 ‐

Provision for Wage Increment 2,791,146 ‐

Provision for Income Tax 5,450,000 7,600,000

TOTAL 9,071,311 7,600,000


35


36

Note 8 : DEFFERED TAX ASSETS

All Figure In ( )`

S.No Par�culars As at As at


1 Deprecia�on under Companies Act 356,621 319,919

Provision for Earned Leave 346,288 ‐2

3 Provision for LTC 799,998 ‐

4 Provision for Re�rement benefits 874,920 ‐

Sub‐Total 2,377,827 319,919

5 Less:‐ Preliminary Expenses allowed u/s 35AD 202,731 202,731

of the Income Tax Act

6 Less:‐ Deprecia�on under Income Tax Act 574,060 721,723

Sub‐Total 776,791 924,454

7 Difference 1,601,036 (604,535)

8 Opening Balance of Deferred Tax 478,216 665,016

9 Assets/(Liability) Current Year 529,350 (186,800)

10 Adjustment for Previous Year ‐ ‐

Total 1,007,566 478,216

Note 9 : TRADE RECEIVABLES

(Unsecured, Considered Good)



1 Trade Receivables (less than 6 months) 4,648,016 10,240,240

Total 4,648,016 10,240,240

Note 10: CASH AND BANK BALANCES



1 CASH AND CASH EQUIVALENTS

(i) Balances with Bank 183 24,481

(ii) Cash on hand 11,619 199

SUB‐TOTAL (1) 11,802 24,680

2 OTHER BANK BALANCES

(i) Deposits with original maturity for more than 12 months) 150,187,248 107,168,091

(Unencumbered

(ii) Deposits with original maturity for more than 3 months ‐ 27,082,978

SUB‐TOTAL (2) 150,187,248 134,251,069

TOTAL (1)+(2) 150,199,050 134,275,749


37

(All Figure In )`

Note 11 : SHORT TERM LOANS & ADVANCES

(Unsecured, Considered Good)

S.No Par�culars As at As at.


1 Employee Advances 120,000 ‐

Total 120,000 ‐

Note 12 : OTHER CURRENT ASSETS

S.No. Par�culars As at As at


1 Accrued Interest 37,563 1,098,808

2 Other Recoverable ‐ 773,021

Tax Deducted at Source 5,253,715 4,650,4073

4 Advance Tax 2,360,000 4,320,000

Service tax Input 30,904 ‐5

6 Income Tax Interest recoverable FY 2014 ‐ 15 87,222

Income Tax Recoverable FY 2014‐15 1,453,787 ‐7

8 Advance for Investor Educa�on A/c 15,000 ‐

9 Prepaid & Deferred Expenses ‐ 21,800

Total 9,238,191 10,864,036

Note 13 : REVENUE FROM OPERATIONS

S.No. Par�culars For the Year ended For the Year ended


1 Management fees (Net of Service Tax) 40,277,565 35,869,040

Total 40,277,565 35,869,040

Note 14 : OTHER INCOME



1 Interest on Income Tax Refund 87,222 40,213

2 Interest on Fixed Deposit with Banks 11,196,379 11,733,833

3 Other Non ‐ Opera�ng Income 3,500 15,000

Total 11,287,101 11,789,046

Note 15 : EMPLOYEE BENEFITS EXPENSES



1 Salaries & Wages 14,523,444 9,353,515

2 Contribu�on to NPS 459,919 324,396

3 Provision for Employee Benefits 2,021,206 ‐

4 Provision for Wage Increment 2,791,146 ‐

5 Staff Welfare Expenses 271,759 168,616

Total 20,067,475 9,846,526


38

(All Figure In )`

Note 16 : DEPRECIATION AND AMORTIZATION EXPENSE



1 Deprecia�on 356,621 319,919

Total 356,621 319,919

Note 17 : OTHER EXPENSES



1 Administra�ve Expenses 997,718 366,180

2 Conveyance and Travelling Exp. 660,195 375,411

3 Legal & Professional Charges 170,262 85,600

4 Interest & Penal�es on Taxes 4,575 47,182

5 Membership Fees 165,400 161,000

6 Prin�ng & Sta�onery 418,357 214,220

7 Electricity Expenses 1,369,207 210,427

8 Director Si� ng Fees 440,000 140,000

9 Rent 7,561,350 6,903,089

10 SEBI Fees 264,246 254,354

11 So�ware Expenses 2,958,312 2,861,200

12 Internal Audit Fees 25,000 33,000

13 Outsourcing Expenses 423,076 290,360

14 Ra�ng Fees 1,300,000 1,735,000

15 Payment to Auditor 130,000 90,000

Total 16,887,697 13,767,023

Note ‐ 18 :‐ EARNINGS PER SHARE

Earnings per share (Basic/Diluted) is calculated as follows:‐



Nominal Value of Shares ( ) 10.00 10.00`

Weighted Average Number of Equity 12,500,000 12,500,000

Shares (Nos.‐ Denominator)

Net Profit a�er taxes ‐ Numerator 9,415,603 15,914,177

Earnings per Share (Basic) ( ) 0.75 1.27`

Earnings per Share (Diluted) ( ) 0.75 1.27`

Note ‐ 19 :‐ CONTINGENT LIABILITIES & COMMITMENTS (to the extent not provided for)

Par�cular As at As at


Claims not acknowledged as debts in respect of:

Demand of Income Tax Dues for Assessment Year 2013 ‐ 14

made by the Income Tax Dep� . Vide order dated December

28, 2015. The Ma� er is before CIT (A) 2,068,450 ‐

Legal consultancy demand, disputed by the Company.

The ma� ers is se� led as on date. ‐ 707,400


39

Note ‐ 19A :‐ DISCLOSURE UNDER ACCOUNTING STANDARD 29 "PROVISIONS, CONTINGENT LABILITIES

AND CONTINGENT ASSESTS (AS‐29)"

Par�culars Year Ended Year Ended


Opening Balance 7,600,000 950,000

Addi�on during the Period 5,450,000 7,876,000

Excess Provision Wri� en Back during the Year ‐ 276,000

Amount Paid/adjusted during the period 7,600,000 950,000

Closing Balance 5,450,000 7,600,000

Proposed Wage Revision


Addi�on during the Period 2,791,146 ‐

Amount Paid/Transferred to Current Labili�es ‐ ‐

Closing Balance 2,791,146 ‐

Leave Fare Conscession


Addi�on during the Period 799,998 ‐

Amount Paid/adjusted during the period ‐ ‐

‐Closing Balance 799,998

Leave Encashment





Post‐re�rement medical benefit (PRMB):





Gratuity





Note ‐ 20 :‐ PAYMENT TO AUDITOR



‐ Statutory Audit Fee 90,000 45,000

Taxa�on Ma� ers 25,000 25,000

Other Services 15,000 20,000

TOTAL 130,000 90,000

Note 21 :‐ FOREIGN EXCHANGE EARNINGS & EXPENDITURE



Earnings in Foreign Exchange ‐ ‐

Expenditure in Foreign Exchange ‐ ‐


40

Note 22 :‐ RELATED PARTY DISCLOSURE

As per Accoun�ng Standard 18, the disclosures of transac�ons with the related par�es are given below:‐

(A) Managerial Remunera�on and Related Party Disclosures

(I) Key Mangement Personnel

Mr. S B Nayar Chairman & Director

Dr. E S Rao Director & CEO

Mr. Ajay PS Saini Company Secretary

Mr. Sumiran Bansal Head Finance & CFO

(II) Holding Company and Associate Companies

1 India Infrastructure Finance Company Limited (Holding Company)

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

3 IIFCL Projects Limited (Subsidiary of Holding Company)

(B) Related party transac�ons:‐

Managerial Remunera�on (Directors)

Par�cular Year Ended Year Ended


Mr. S B Nayar ‐ ‐

Dr. E S Rao 3,773,674 2,381,550

Managerial Remunera�on (other than Directors)

Mr. Ajay PS Saini 2,429,045 1,427,522

Mr. Sumiran Bansal 1,812,522 638,638

Si� ng Fees paid to Part ‐ Time Non Official Directors

Dr. Pawan Singh 180,000 60,000

Mr. A. K. Ahuja 60,000 ‐

Mr. M N Sarma 170,000 60,000

India Infrastructure Finance Company Limited (IIFCL)

Rent Reimbursement to IIFCL 7,561,350 6,903,089

Office & Admin Expenses Reimbursement to IIFCL 1,517,268 1,438,538

Director Remunera�on to IIFCL 3,773,674 2,381,550

Amount Payable to IIFCL 820,024 2,436,210(Towards Rent and

Director Remunera�on)


41

NOTE 23

DISCLOSURE UNDER ACCOUNTING STANDARD 15 (REVISED 2005) "EMPLOYEE BENEFITS” (AS‐15)

For the FY 2015‐16, Actuarial Valua�on of Employee Benefits as per AS – 15 is obtained and disclosure of same are as

follows: ‐

As per AS‐15 "Employee Benefits", the disclosures as defined in the Accoun�ng Standard are given:

Closing Balance 3.67 ‐

Employee Benefits (Unfunded) Actuarial assump�ons or other employee benefits

2015‐16 2014‐15

Economic Assump�ons:

i Discoun�ng Rate 8.00 ‐

ii Future salary Increase 5.50 ‐

iii Expected Rate of return on plan assets ‐ ‐

Demographic Assump�ons:

i Re�rement Age (Years) 60 ‐

ii Mortality Table ‐

iii Ages Withdrawal Withdrawal

Rate Rate

(%) (%)

Up to 30 Years 3.00 ‐

From 31 to 44 years 2.00 ‐

Above 44 years 1.00 ‐

A) Earned Leave Liability: The earned leave due to an employee is the period which the employee has earned,

diminished by the period of leave actually taken by the employee. It is earned at one‐eleventh part of duty.

1. Change in present value of obliga�on

a) Present value of obliga�on as the beginning ‐ ‐

b) Acquisi�on adjustment ‐ ‐

c) Interest Cost ‐ ‐

d) Past service cost ‐ ‐

e) Current service cost 1,69,698 ‐

f) Curtailment cost / (credit) ‐ ‐

g) Se� lement cost / (credit) ‐ ‐

h) Benefits paid ‐1,79,339 ‐

i) Actuarial (gain) / loss 3,55,929 ‐

j) Present value of the defined benefit obliga�on 3,46,288 ‐

as at 31/03/2016

2. Change in the fair value of plan assets

a) Fair value of plan assets at the beginning ‐ ‐

b) Acquisition adjustment ‐ ‐

c) Expected return on plan assets ‐ ‐

d) Contribu�ons ‐ ‐

e) Benefits paid ‐ ‐

Actuarial (gain) / loss ‐ ‐

f) Fair value of plan assets at the end of the year ‐‐

3. Fair value of plan assets ‐

a) Fair value of plan assets at the beginning

b) Acquisi�on adjustment ‐


c) Actual return on plan assets ‐

d) Contribu�ons ‐

e) Benefits paid ‐

Fair value of plan assets at the year end ‐

f) Funded status ‐3,46,288 ‐

g) Excess of actual over es�mated return of plan assets ‐

4. Actuarial gain /loss recognized ‐3,55,929 ‐

a) Actuarial gain/ (loss) for the period ‐ obliga�on

b) Actuarial gain/ (loss) for the period — plan assets ‐

c) Total (gain) / loss for the period 3,55,929 ‐

d) Actuarial (gain) / loss recognized in the period 3,55,929 ‐

e) Unrecognized actuarial (gains) / losses ‐

at the end of the period

5. The amount recognized in balance sheet 3,46,288 ‐

and statement of profit and loss

a) Present value of obliga�on as at the end of the period

b) Fair value of plan assets as at the end of period ‐

c) Funded status ‐3,46,288 ‐

d) Excess of actual over es�mated ‐

e) Unrecognized actuarial (gains)/ losses ‐

Net assets/ (liability) recognized ‐3,46,288 ‐

in balance sheet

6. Expense recognized in the statement of profit and loss 1,69,698 ‐

a) Current service cost

b) Past service cost ‐

c) Interest cost ‐ ‐

d) Expected return on plan assets ‐

e) Curtailment cost / (credit) ‐

Se� lement cost / (credit) ‐

f) Net actuarial (gain) / loss recognized in the period 3,55,929 ‐

g) Expenses recognized in the statement of profit and loss 5,25,627 ‐

B) Leave Travel Concession: All whole‐�me employees of the Company who have completed one year of service

including con�nuous temporary service on the date the journey is performed by him or his family are eligible for

this facility. The concession shall be admissible once in every block of two years and the first of such set / block

shall commence from the first date of the month in which an employee joins the Company, but the same can be

availed of only a�er his/her comple�on of one year of con�nuous service including temporary service /

proba�on period.





d) Past service cost 14,68,374 ‐




42


h) Benefits paid ‐10,96,370 ‐

i) Actuarial (gain) / loss ‐ ‐

j) Present value of the defined benefit obliga�on as at 31/03/2016 7,99,998 ‐







f) Actuarial (gain) / loss ‐ ‐

g) Fair value of plan assets at the end of the year ‐ ‐

3. Fair value of plan assets ‐ ‐



c) actual return on plan assets ‐ ‐



f) Fair value of plan assets at the year end ‐ ‐

g) Funded status ‐7,99,998 ‐

h) Excess of actual over es�mated return of plan assets ‐ ‐

4. Actuarial gain /loss recognized

a) Actuarial gain/ (loss) for the period ‐ obliga�on ‐ ‐

b) Actuarial gain/ (loss) for the period — plan assets ‐ ‐

c) Total (gain) / loss for the period ‐ ‐

d) Actuarial (gain) / loss recognized in the period ‐ ‐

e) Unrecognized actuarial (gains) / losses at the end of the period ‐ ‐

5. The amount recognized in balance sheet and statement of profit and loss

a) Present value of obliga�on as at the end of the period 7,99,998 ‐



d) Excess of actual over es�mated ‐ ‐

e) Unrecognized actuarial (gains)/ losses ‐ ‐

f) Net assets/ (liability) recognized in balance sheet ‐7,99,998 ‐

6. Expense recognized in the statement of profit and loss

a) Current service cost 4,27,994 ‐

b) Past service cost 14,68,374 ‐


d) Expected return on plan assets ‐ ‐

e) Curtailment cost / (credit) ‐ ‐

f) Se� lement cost / (credit) ‐ ‐

g) Net actuarial (gain) / loss recognized in the period ‐ ‐

h) Expenses recognized in the statement of profit and loss 18,96,368 ‐

C) Gratuity Plan (Unfunded): The Gratuity liability arises on account of future payments, which are required to

be made in the event of re�rement or death in service. It vest a�er 5 year of service. Limit of gratuity is Rs. 10

Lakh.




43







h) Benefits paid ‐ ‐

i) Actuarial (gain) / loss 1,61,401 ‐

j) Present value of the defined benefit 3,17,966 ‐

obliga�on as at 31/03/2016





d) Contribu�ons - -e) Benefits paid ‐ ‐



3. Fair value of plan assets ‐ ‐



c) Actual return on plan assets ‐ ‐




g) Funded status ‐3,17,966 ‐




b) Actuarial gain/ (loss) for the period — plan assets ‐ ‐










f) Net assets/ (liability) recognized in balance sheet ‐3,17,966 ‐



b) Past service cost ‐ ‐





g) Net actuarial (gain) / loss recognized in the period 1,61,401 ‐


44


D) Post‐re�rement medical benefit (PRMB): Actuarial valua�on of the Post‐re�rement medical benefit (PRMB)

liability as on 31 March 2016, as per AS‐15(R).st









h) Benefits paid ‐ ‐

i) Actuarial (gain) / loss ‐ ‐

j) Present value of the defined benefit obliga�on as at 5,56,954 ‐









3. Fair value of plan assets



c) Actual return on plan assets ‐ ‐




g) Funded status ‐ ‐




b) Actuarial gain/ (loss) for the period – plan assets ‐ ‐






b) Fair value of plan assets as at the end of period ‐ ‐

c) Funded status (5,56,954) ‐



f) Net assets/ (liability) recognized in balance sheet (5,56,954) ‐



b) Past service cost ‐ ‐



45




g) Net actuarial (gain) / loss recognized in the period ‐ ‐


Due to Non – Applicability of re�rement provisions upto 31 March, 2015, impact of the provision for FY 2014‐15 andst

consequent impact on the profit of FY 2014‐15 could not be ascertained.

Employee benefits provisions are non‐funded liabili�es.

Note 24 :‐ Others Disclosures

Previous Years figures has been regrouped wherever it necessary.



FRN . ‐ 000198N





Place New Delhi


46


CIN: U65991DL2012GOI233601

Regd. Office: ,301‐312, 3 Floor, Ambadeep Bulding,rd

14 Kasturba Gandhi Marg, New Delhi‐110001

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

Email : Website :[email protected]; www.iifclmf.com

ATTENDANCE SLIP

Name of the A� ending Member (in block le� ers)

Folio No.

No. of Shares held

Name of Proxy (in block le� ers,

to be filled if the proxy a� ends

instead of the member)

I, hereby record my presence at the 4 Annual General Mee�ng of the Company heth

ld on Tuesday, the 6 day of��

September, 2016 at 11.30 a.m at the Board Room of India Infrastructure Finance Company Limited (IIFCL), 8 Floor,th

H.T. House Building, 18 & 20 Kasturba Gandhi Marg, New Delhi‐110001.

Member's/Proxy's Signature

NOTES:

1. The a� endance slip should be signed as per the specimen signature registered with the Company. Such duly

completed and signed A� endance Slip (s) should be handed over to the Head Company Secretariat &

Compliances at the venue.

2. Members are please requested to carry photo‐ID card for iden�fica�on/verifica�on.

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

4. No gi s will be distributed at the Annual General Mee�ng.


47

Form No. MGT‐11

Proxy Form

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

(Management and Administra�on) Rules, 2014]

CIN:U65991DL2012GOI233601

Name of the Company: IIFCL Asset Management Company Limited

Registered office: 301‐312, 3rd Floor, Ambadeep Building, 14, Kasturba Gandhi Marg, New Delhi‐11001.

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:_____________.

as my/our proxy to a� end and vote (on a poll) for me/us and on my/our behalf at the 4 Annual General Mee�ngth

of the company, to be held on Tuesday the 6 day of September, 2016 at 11.30 a.m. at the Board Room of India��

Infrastructure Finance Company Limited (IIFCL), 8 Floor, HT House Building, 18 & 20, Kasturba Gandhi Marg,th

New Delhi‐ 110001 and at any adjournment thereof in respect of such resolu�ons as are indicated below:

Resolu�on No.

1.__________

2.__________

3.__________

Signed this ___day of ____2016

Signature of Shareholder

Signature of Proxy holder(s) Affix a 1 rupee Revenue Stamp

Note : This form of proxy in order to be effec�ve should be duly completed and deposited at the Registered

Office of the Company, not less than 48 hours before the commencement of the Mee�ng.


48


CIN: U65991DL2012GOI233601

Regd. Office: 301‐312, 3rd Floor, Ambadeep Building, 14, Kasturba Gandhi Marg,

New Delhi – 110001 Ph: 011‐43717125/26 . Fax No. 011‐23445119

Email:[email protected], Website:www.iifclmf.com

Documents

2015-16 ANNUAL REPORT - IIFCL MFiifclmf.com/wp-content/uploads/2016/04/IAMCL-4TH-ANNUAL-REPORT-2015-1… · Annual Report 2015 - 2016 Index S. No. Contents Page No. 1 Noce 1 2 Director's