S.No Contents Page No.iifclmf.com/wp-content/uploads/2018/01/Annual-Report...M/s Rajesh Krishna Khanna & Associates, Chartered Accountants 6A/1, W.E.A, Karol Bagh , New Delhi-1 10005

S.No Contents Page No.

1 Notice 1

2 Director's Report 7

3 Comments of the Comptroller and Auditor General of India 22

4 Independent Auditor's Report 23

5 Balance Sheet 31

6 Profit and Loss Account 32

7 Cash Flow Statement 33

8 Notes to Accounts 36

9 Attendance Slip 51

10 Proxy Form 53

Statutory Auditors

M/s Rajesh Krishna Khanna & Associates, Chartered Accountants

6A/1, W.E.A, Karol Bagh , New Delhi-110005.

Phone: 011-25733104, Fax:011-41450998

Registered & Corporate Office

301-312, 3rd Floor, Ambadeep Building,

14, Kasturba Gandhi Marg,New Delhi-110001.

Phone:011-43717125/43717126

www.iifclmf.com

CIN:U65991DL2012GOI233601

Email: [email protected]

Banker

IDBI Bank Limited

Annual Report 2016-17

BoarBoarBoarBoarBoard ofd ofd ofd ofd of Dir Dir Dir Dir Directorectorectorectorectorsssss

Shri Sanjeev KaushikChairman

Shri. Anil Kumar TanejaChief Executive Officer

Shri M.N. SarmaIndependent Director

Shri. Sudhir AryaIndependent Director

Shri. Pawan SinghIndependent Director

Shri. Deepak KumarChatterjee

Director

1

ANNUAL REPORT 2016-17IIFCL 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 Fifth Annual General Meeting of the Members of IIFCL Asset ManagementCompany Limited will be held at shorter notice on Monday the 25th September , 2017at 4.00 p.m at theBoard Room of India Infrastructure Finance Comp any Limited (IlFCL), 8th Floor , Hindust an Times HouseBuilding, 18 & 20 Kasturba Gandhi Marg, New Delhi-1 10001 to transact the following businesses:

ORDINARY BUSINESS:

1) To receive, consider and adopt the audited Balance Sheet as at 31st March 2017, the statement of Profitand Loss for the year ended 31st March 2017 together with the Reports of the Board of Directors andAuditors thereon.

2) Pursuant to section 139(5) of the Companies Act, 2013, the Auditors of a Government Company are to beappointed or re-appointed by the Comptroller and Auditor General of India (C&AG) and in terms of Section142(1) of the Companies Act, 2013, their remuneration has to be fixed by the Company in Annual GeneralMeeting.

The Members of the Company in the 4th Annual General Meeting held on Tuesday, 6th September 2016 hadauthorized the Board of Directors to fix the remuneration of Statutory Auditors for the financial year 2016-17.Accordingly, the Board of Directors had fixed audit fee of `45000 (Rupees forty five thousand only) plusservice tax for the Statutory Auditors for the financial year 2016-17.

The Office of the Comptroller and Auditor General of India (C&AG) vide their letter No. CA.V/COY/CENTRAL GOVERNMENT, IIFCLA(0)/176 dated 21st July,2017, has appointed M/s Rajesh Krishna Khanna& Associates (DE1116), Chartered Accountants, 6A/1, W.E.A, Karol Bagh, New Delhi-110005, as StatutoryAuditors of IIFCL Asset Management Company Limited for the financial year 2017-18,pursuant to the provisionsof section 139 of the Companies Act, 2013, regarding the appointment of Statutory Auditors in a GovernmentCompany. The members may authorize the Board of Directors to fix an appropriate remuneration of StatutoryAuditors as may be deemed fit for the year financial 2017-18.

SPECIAL BUSINESS:

3) To appoint Sh. Sanjeev Kaushik (DIN: 02842527) as Director of the Company and in this regard toconsider and if thought fit, to pass with or without modification(s), the following resolution as anORDINARY RESOLUTION:

"RESOLVED THAT pursuant to the provisions of Sections 152 and 161 and other applicable provisions,if any, of the Companies Act, 2013 ("the Act") and the Companies (Appointment and Qualification ofDirectors) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof, for the timebeing in force),Sh. Sanjeev Kaushik (DIN: 02842527) who was appointed as an Additional Director by theBoard of Directors of the Company and subsequently by the Board of Trustees of IIFCL Mutual Fund(IDF) with effect from 29th June,2017 to hold office until the date of this Annual General Meeting, interms of Section 161 of the Companies Act, 2013, be and is hereby appointed as Director of theCompany, not liable to retire by rotation."

4) To appoint Sh. Anil Kumar Taneja (DIN: 07915933) as Director & Chief Executive Officer of the Companyand in this regard to consider and if thought fit, to pass with or without modification(s), the followingresolution as an ORDINARY RESOLUTION:

2

IIFCL ASSET MANAGEMENT COMPANY LIMITED"RESOLVED THAT pursuant to the provisions of Sections 152 and 161 and other applicable provisions,if any, of the Companies Act, 2013 ("the Act") and the Companies (Appointment and Qualification ofDirectors) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof, for the timebeing in force),Sh. Anil Kumar Taneja (DIN: 07915933) who was appointed as an Additional Director&Chief Executive Officer by the Board of Directors of the Company and subsequently by the Board ofTrustees of IIFCL Mutual Fund (IDF) with effect from 25th August, 2017 to hold office until the date of thisAnnual General Meeting, in terms of Section 161 of the Companies Act, 2013, be and is herebyappointed as Director & Chief Executive Officer of the Company, not liable to retire by rotation."

By Order of the Board of Directors

FOR IIFCL ASSET MANAGEMENT COMPANY LIMITED

Sd/-

Place : New Delhi Ajay PS Saini

Date : 22nd September, 2017 Head- Company Secretariat & Compliances

Membership No. FCS-5786

REGISTERED OFFICE

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

14, Kasturba Gandhi Marg,

New Delhi - 110001, Phone: 011 43717125/26


CIN: U65991DL2012GOI233601

NOTES: -

1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT APROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF/HERSELF AND THE PROXY NEED NOT BEA MEMBER OF THE COMPANY.

2. Proxies in order to be effective must be received by the company not less than 48 hours beforethe commencement of the Annual General Meeting. Blank proxy form is enclosed.

3. CorporateMembers 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 ofthe corporate body at the meeting.

4. A Statement pursuant to section 102(1) of the Companies Act, 2013, relating to special business to betransacted at the meeting is annexed hereto.

5. Briefparticulars of Sh. Sanjeev Kaushik and Sh. Anil Kumar Taneja proposed to be appointed as Director isannexed hereto and forms part of the notice.

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 notice are open for inspection at the Registered Officeof the Company on all working days (excluding Saturday and Sunday), between 11.00 A.M to 1.00 P.Mprior to the Annual General Meeting.

8. Members desirous of obtaining any information / clarification (s) concerning the accounts and operationsof the Company or intending to raise any query are requested to forward the same at least 10 daysbefore the date of meeting at the Registered Office of the Company so that the same may be attendedto appropriately.

9. Members are requested to bring their Attendance Slips to the Annual General Meeting.

10. Route map of the venue of the Annual General Meeting is enclosed.

3

ANNUAL REPORT 2016-17ANNEXURE TO THE NOTICE

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

ITEM No. 3:

The Government of India, Ministry of Finance, Department of Financial Services (DFS) vide letter No.F.No. 3/3/2016 -IF.I dated 13th June,2017 referring to Department of Personnel and Training (DoPT)'scommunication No. 18 (43)/EO/2013 (ACC) dated 13th June,2017 informed India Infrastructure FinanceCompany Limited (IIFCL) that the Government has entrusted Sh. Sanjeev Kaushik, IAS (KL:92), DMD,IIFCL with the additional charge of the post of Chairman & Managing Director (CMD), IIFCL for a period ofthree months with effect from 12th June, 2017 subsequent to completion of tenure of Sh. S.B Nayar on11th June,2017 (AN).

Subsequently, IIFCL vide its letter no. IIFCL/CPD/SC/2017-18/26653 dated 19th June, 2017 had nominatedSh. Sanjeev Kaushik(DIN: 02842527) as the Chairman & Director of IIFCL Asset Management Company Lim-ited (IAMCL), upon relinquishing the office by Sh. S.B Nayar, Chairman and Managing Director of IIFCL oncompletion of his tenure on 11th June 2017.

The Board of Directors of IIFCL Asset Management Company Limited and the Board of Trustees of IIFCL MutualFund (IDF) in their respective meetings held on 28th June, 2017 and 29th June, 2017 have appointed Sh. SanjeevKaushik (DIN: 02842527) as Additional Director on the Board of IIFCL Asset Management Company Limited witheffect from 29th June, 2017 to hold office up to the date of this Annual General Meeting subject to the approval ofShareholders of IAMCL.

His brief resume, inter-alia, giving nature of expertise in specific functional area, shareholding in the company,other Directorship, Membership /Chairmanship of Committee and other particulars are provided elsewhere whichforms part of notice.

None of the Directors and Key Managerial Personnel of the Company or their relatives except Sh. SanjeevKaushik(DIN: 02842527), is in any way, concerned or interested, financially or otherwise, in this resolution.

The Board recommends the resolution for your approval.

ITEM No. 4:

The Government of India, Ministry of Finance, Department of Financial Services (DFS) vide letter No. F.No. 2/4/2017-IF.I dated 17th August, 2017 appointed Dr. Emandi Sankara Rao ,Chief General Manager of IndiaInfrastructure Finance Company Limited (IIFCL) as Managing Director & Chief Executive Officer of IFCI Limitedfor a period of three years from the date of taking over charge of the post , or until further orders , whichever isearlier.

Subsequently, IIFCL vide its letter No. IIFCL/HR/2017-18/28488 dated 22nd August, 2017 has nominated Sh. AnilKumar Taneja (DIN: 07915933) as the Director & Chief Executive Officer of IIFCL Asset Management CompanyLimited (IAMCL), upon opting voluntary retirement by Dr. Emandi Sankara Rao as CGM of IIFCL. Consequentupon the same Dr. Emandi Sankara Rao resigned from the post of Director & Chief Executive Officer of IAMCLwith effect from 17th August,2017 (A/N)

The Board of Directors of IIFCL Asset Management Company Limited and the Board of Trustees of IIFCL MutualFund (IDF) in their respective Board resolution passed by Circulation on 24th August,2017 and 25th August,2017have appointed Sh. Anil Kumar Taneja (DIN: 07915933) as Additional Director & Chief Executive Office of IIFCLAsset Management Company Limited w.e.f. 25th August, 2017 to hold office up to the date of this Annual GeneralMeeting subject to the approval of Shareholders of IAMCL.

His brief resume, inter-alia, giving nature of expertise in specific functional area, shareholding in the company,other Directorship, Membership/Chairmanship of Committee and other particulars are provided elsewhere whichforms part of notice.

4

IIFCL ASSET MANAGEMENT COMPANY LIMITEDNone of the Directors and Key Managerial Personnel of the Company or their relatives except Sh. Anil KumarTaneja (DIN: 07915933), is in any way, concerned or interested, financially or otherwise, in this resolution.

The Board recommends the resolution for your approval.

By Order of the Board of Directors

FOR IIFCL ASSET MANAGEMENT COMPANY LIMITED

Sd/-

Place : New Delhi Ajay PS Saini

Date : 22nd September, 2017 Head- Company Secretariat & Compliances

REGISTERED OFFICE

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

14, Kasturba Gandhi Marg,

New Delhi - 110001, Phone: 011 43717125/26


CIN: U65991DL2012GOI233601

5

ANNUAL REPORT 2016-17BRIEF PARTICULARS OF DIRECT ORS PROPOSED TO BE APPOINTED AT THIS AGM

Name

Director Identification Number

Date of Birth & Age

Date of Appointment

Qualifications

Areas of Expertise

Directorships held in othercompanies

Membership/Chairmanship ofCommittees of other Companies

No. of Shares held in IIFCL AssetManagement Company Limited

Sh. Sanjeev Kaushik

02842527

23/04/1969 (48 years)

29thJune, 2017

M.B.A from London Business School,U.K and B.E (Hons) in MechanicalEngineering from BITS Pilani

Infrastructure Finance, CorporateFinance & other related functions

India Infrastructure Finance CompanyLimited

IFCI Limited

Stockholding Corporation of IndiaLimited

IFCI Venture Capital Funds Limited

Tourism Finance Corporation of IndiaLimited

IFCI Factors Limited

IIFCL Projects Limited

01 (one)

Sh. Anil Kumar Taneja

07915933

03/01/1960 ( 57 years)

25th August,2017

B.Com (H), LLB CAIIB

Infrastructure Finance, CorporateFinance and Banking

NIL

NIL

01(one)

6

IIFCL ASSET MANAGEMENT COMPANY LIMITED

DIRECTORS' REPORT

Dear Members,

The Directors of IIFCL Asset Management Company Limited take great pleasure in presenting the Fifth AnnualReport on the business and operations of your company and the Audited financial statements for the financialyear ended 31st March, 2017 along with report of the Statutory Auditors and the Comptroller and Auditor Generalof India thereon.

Financial Results Highlights

The highlights of financial results of the company for the period ended 31st March 2017are as under:

(` in lacs)

PARTICULARS Year ended Year ended

31st March 2017 31st March 2016

Total Revenue 553.61 515.65

Total Expenses 385.99 373.12

Operating Profit 167.62 142.53

Exceptional Items -

PROFIT BEFORE TAX 167.62 142.53

Tax Expense 66.55 48.37

PROFIT FOR THE YEAR 101.07 94.15

Earnings per equity share 0.81 0.75

(face value of `̀̀̀̀ 10/- each) (in `̀̀̀̀)

During the year under review, your company's total revenue grew to ̀ 5.54 crores from ̀ 5.16 crores, net revenuefrom operation grew to ̀ 4.42 crores from ̀ 4.03 and net profit after tax grew to ̀ 1.01 Crore from ̀ 0.94 Crore.

Further, no material changes and commitment have occurred after the close of financial year 31st March, 2017 tillthe date of this report, which affect the financial position of the company.

Dividend

The Board of Directors of your company has not recommended any dividend for the financial year ended on31st March 2017.

Reserves

The company has transferred ̀ 101,06,917/- to Reserves and Surplus for the financial year 2016-17.

Infrastructure Debt Fund

India Infrastructure Finance Company Limited (IIFCL) had chosen the SEBI regulated MF route and incorporatedIIFCL Asset Management Company Ltd (IAMCL), a wholly owned Subsidiary, in March, 2012 to manage IIFCLMutual Fund (IDF). IIFCL Mutual Fund (IDF) was registered by SEBI in January, 2013.

IIFCL Mutual Fund (IDF) continues to be one of the key players in India in Infrastructure Debt Fund (IDF) space.The Asset under Management (AUM) of the fund as on 31st March, 2017 was at `415.71 crores as against`374.40 crores as on 31st March, 2016, representing an increase of 11.03%.

During the Financial Year 2016-2017, the IIFCL Mutual Fund (IDF) has launched its second scheme with a fundsize of `200 crores.

7

ANNUAL REPORT 2016-17IIFCL Mutual Fund Infrastructure Debt Fund Series - I

Maiden Scheme "IIFCL Mutual Fund Infrastructure Debt Fund - Series I" was launched under 'Private Placement'on 1st December,2013 and closed successfully on 6th February, 2014. The scheme is close ended underGrowth option and rated as "AAA idf-mf" by two domestic rating agencies. The scheme achieved the distinctionof being the first IDF Mutual Fund in the country to be listed on the BSE Limited. The NAV of the scheme as on30th June 2017 is ̀ 1398275.6492.

IIFCL Mutual Fund Infrastructure Debt Fund Series - II

During the financial year 2016-17, IIFCL Mutual Fund (IDF) successfully launched their second IDF series, i.e.IIFCL Mutual Fund IDF Series II (rated "ÄAA idf-mf" by two domestic rating agencies) on 31st March, 2017 witha fund size of ̀ 200 Crore with the commitments received from six institutional investors.The scheme was closed12th April, 2017 and listed in BSE Limited on 18th April, 2017.The NAV of the scheme as on 30th June, 2017 is`1008063.2352.

IIFCL Mutual Fund (IDF) is currently in the process of launching third scheme as Series III which will focus onGreen initiatives (Solar and wind energy, waste-to-energy, water and sanitation etc.) with a minimum target fundsize of ̀ 300 crore.

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

Name Designation

Sh. Sanjeev Ghai Chairman

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

Sh. H.K. Parikh Independent Trustee

Sh. A.K. Deb Independent Trustee

Sh. J.M. Singh Independent Trustee

Sh. Ishwar Singh Independent Trustee (appointed as Trustee w.e.f. 20th July, 2017)

Sh. B.S. Shekhawat Independent Trustee (appointed as Trustee w.e.f. 28th June, 2016 and ceasedas Trustee w.e.f 29th June,2017)

Board of Directors

The composition of Board of Directors of your company was as under:

Name and Designation Category Date of Appointment

Sh. Sanjeev Kaushik Director 29th June, 2017

Chairman &Director

Sh. S.B. Nayar* Director 12th December 2013

Chairman & Director

Dr. E.S. Rao# Director 28th March 2012

Director & CEO

Sh. Anil Kumar Taneja Director 25th August,2017

Director & CEO

Sh. Deepak Kumar Chatterjee Director 26th June 2014

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

Dr. Pawan Singh Independent Director 14th August, 2012

Sh. A.K. Ahuja*** Additional Independent Director 27th October, 2015

Sh. Sudhir Arya Independent Director 30th June, 2016

8


* Ceased as Chairman & Director w .e.f 11th June,2017.

**Ceased as Independent Director w.e.f 21st June,2017.

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

# Ceased as Director & Chief Executive Officer w.e.f 17th August,2017

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

The Board of Directors consists of six directors as mentioned above comprising three Independent Directors,namely Sh. M.N. Sarma, Dr. Pawan Singh & Sh. Sudhir Arya as on 31st March, 2017. All the IndependentDirectors have duly furnished a declaration pursuant to Section 149 (7) of the Companies Act, 2013 declaring thatthey meet the criteria of Independence as laid down in Section 149 (6) of the act as mentioned above.

There are seven employees in the company and the employee's relations remained peaceful and cordial duringthe year.

Board Meetings during the period

During the year, the Board of Directors of your company met six times, on 26th April, 2016 , 30th June, 2016, 10thAugust, 2016, 25th October, 2016, 29th November, 2016 and 16th February, 2017.

The Number of Meetings of the Board attended by each Director during the Financial Year 2016-17 are as follows :

Name of the Director Number of Meetings Attended

Sh. S.B Nayar* 6

Dr. E.S. Rao# 6

Sh. Deepak Kumar Chatterjee 6

Sh. M N Sarma** 4

Dr. Pawan Singh 5

Sh. A.K Ahuja*** 1

Sh. Sudhir Arya** 3

* Ceased as Chairman & Director w .e.f 11th June, 2017.**Ceased as Independent Director w.e.f 21st June, 2017.***Ceased as Additional Independent Director w .e.f 31st May , 2016.**** Appointed as Independent Director w.e.f 30th June, 2016.# Ceased as Director & Chief Executive Officer w.e.f 17th August, 2017.

Audit Committee of the Board

The Audit Committee of your company has been duly constituted as per the provisions of the Companies Act,2013, carrying out such duties and enjoying such powers as have been laid down under the relevant provisions ofthe Act.

The Constitution of the Audit Committee as on 31st March, 2017 was as under:

Name of the Director Designation

Sh. Deepak Kumar Chatterjee Non Executive Director

Dr. Pawan Singh Independent Director

Sh. M.N. Sarma* Independent Director

**Ceased as Independent Director w.e.f 21st June,2017.

9

ANNUAL REPORT 2016-17The Meetings of the Audit Committee are chaired by Independent Director of the Company. During the year, theAudit Committee of the Board met four times i.e on 26th April 2016, 10th August 2016, 25th October, 2016 &16th February 2017.

The Number of Meetings attended by each member during the same period are as follows:

Name of the Director Number of Meetings Attended

Sh. Deepak Kumar Chatterjee 4

Dr. Pawan Singh 3

Sh. M.N. Sarma 2

Nomination and Remuneration Committee

The Nomination & Remuneration Committee of your company has been duly constituted as per the relevantprovisions of Companies Act, 2013 whereas half of the members of NRC are Independent Directors.

The Composition of the NRC during the year under review:

Name Designation

Sh. S.B Nayar* Chairman & Director

Dr. E.S Rao# Director & Chief Executive Officer

Sh. M.N Sarma** Independent Director

Dr. Pawan Singh Independent Director

* Ceased as Chairman & Director w .e.f 11th June,2017.**Ceased as Independent Director w.e.f 21st June,2017.# Ceased as Director & Chief Executive Officer w.e.f 17th August,2017.

The NRC did not meet during the year. The NRC meetings are to be organized only when necessary to carry outthe duties as required to be carried out by it as stipulated in the Companies Act, 2013.

Deposits

During the year, the Company has not accepted any deposits under Section 73 of the Companies Act, 2013 readwith Companies (Acceptance of Deposits) Rules, 2014.

Conservation of Energy and T echnology Absorption

The company is engaged in asset management business and not manufacturing hence, the disclosure ofparticulars regarding Conservation of Energy is not applicable. However, efforts are made to take appropriateenergy efficient measures in the office to ensure conservation of energy. The activities of company do notinvolve any technology absorption.

Foreign Exchange Earnings and outgo

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

Internal Financial Control

The company has in place adequate internal financial controls with reference to financial statements. The AuditCommittee of the Board of Directors periodically reviews the internal control systems with the management,Internal Auditors and the adequacy of internal audit function, significant internal audit findings and follow-upsthereon. During the year under review, such controls were reviewed and tested through a study conducted by ourstatutory auditor and the observations were incorporated as part of the Independent Auditor's Report placedbefore the Board of Directors.

10

IIFCL ASSET MANAGEMENT COMPANY LIMITEDThere were no reportable material weakness in the design or operations and the report stated that internalfinancial controls were operating effectively as at 31st March 2017.

Corporate Social Responsibility (CSR)

As the company does not meet the requirements stipulated in Section 135 of Companies Act, 2013,the companyis not required to constitute Corporate Social Responsibility Committee and to adopt CSR policy.

Related Party T ransactions

All related party transactions that were entered into during the financial year were on arm's length basis and werein the ordinary course of the business. There are no materially significant related party transactions made by thecompany with Promoters, Key Managerial Personnel or other designated persons which may have potentialconflict with interest of the company at large.The details of such related party transactions have been provided asAnnexure I to this report in the format prescribed in Form AOC-2.

S.No. Particulars of the Party Relationship Nature of T ransaction Amount ( `̀̀̀̀)

2016-17 2015-16

1. India Infrastructure Finance Holding Company Rent 86,62,122 75,61,350

Company Limited (IIFCL) Amount Payable to - 8,20,024

IIFCL (towards rent

and Director

remuneration)

Director & CEO 34,55,713 37,73,674

Remuneration

Office & Administration 25,37,896 15,17,268

expenses

Particulars of loans, guarantee or investments

The Company has not entered into/or made any contract, agreements or arrangement relating to loans, guaran-tees or investments for the financial year under review as referred under Section 186 of the Companies Act, 2013.

Right to Information Act,2005

During the year under review, the Company had not received any applications under the Right to InformationAct,2005.

Official Language

Efforts were made during the year towards encouraging use of Hindi in Official transactions as also to ensurecompliance of the provisions of Official Language Act,1963.

Extract of the Annual Return

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Managementand Administration) Rules, 2014, an extract of annual return in MGT 9 forms a part of this Annual Report asAnnexure- II.

Statutory Auditors

M/s Rajesh Krishna Khanna & Associates (DE1116) ,Chartered Accountants were appointed as StatutoryAuditors of IIFCL Asset Management Company Limited for the financial year 2016-17 by the Office of Comptroller& Auditor General of India.

11

ANNUAL REPORT 2016-17Reporting of Frauds by Auditors under section 143 (12) of Companies Act, 2013

The Statutory Auditors did not report any offences involving fraud having been committed against the company byofficers or employees of the company during the year under review.

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

The Notes on Financial Statements referred to in the Auditors' Report are self-explanatory and do not call for anyfurther comments.The nil comments ofthe Comptroller & Auditor General of India under Section 143(6) of theCompanies Act, 2013 are annexed as Annexure-III to this Report.

Risk Management

The Company's Risk Vision statement is to encompass a holistic charter and profile for the Integrated RiskManagement Framework that will support IAMCL vision in minimizing risks in the business value chain andprovide confidence to all the stakeholders by enhancing the Balance Sheet strength. The Company has beenaddressing various risks impacting the company. The Company has robust risk governance structure and iscontinuously updating its risk processes and procedures with best industry practices.

Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition 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 involvingemployees, is a grave offence and is, therefore, punishable.

However the company is not required to constitute the Internal Complaints Committee (ICC) under SexualHarassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 as there are onlyseven employees working in the company but in spite of that the company is committed to creating ahealthy working environment that enables employees to work without fear of prejudice, gender bias andsexual harassment.

Directors' Responsibility Statement

As required under section 134 (5) of the Companies Act, 2013 Directors of your company hereby confirm that:

(a) in the preparation of the annual accounts for the year ended March 31, 2017, the applicable accountingstandards had been followed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied them consistently and made judgmentsand estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of thecompany at the end of the financial year March 31, 2017 and of the profit and loss of the company for thatperiod;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records inaccordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the companyand 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 had devised proper systems to ensure compliance with the provisions of all applicable lawsand that such systems were adequate and operating effectively.

Acknowledgements

The Board of Directors of your company is thankful to the Central Government particularly the Ministry ofFinance, Securities and Exchange Board of India (SEBI), Bombay Stock Exchange, AMFI, Banks, FinancialInstitutions, Insurance Companies for providing necessary support in path breaking initiative to establishInfrastructure Debt Fund (IDFs) in the country. The Board is also thankful to the Comptroller and AuditorGeneral of India and the Auditors of the Company for their valuable guidance and advice.

12

IIFCL ASSET MANAGEMENT COMPANY LIMITEDWe wish to place on record our appreciation for the untiring efforts and contribution made by the employees of thecompany and sincere gratitude to the Board of Trustees of IIFCL Mutual Fund (IDF), whose guidance and valuabledirection will enable us to tread the path towards the objective.

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

Sd/-(Sanjeev Kaushik)

ChairmanDIN:02842527

Place : New Delhi

Date : 22 nd September , 2017

13

AN

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2016-17

HINDUSTAN TIMES BUILDING,8TH FLOOR, 18 & 20, KG MARG, NEW DELHI-110001

Route Map for the venue of 5th Annual General Meeting of IIFCL Asset Management Company Limited (IAMCL)

14

IIFCL ASSET MANAGEMENT COMPANY LIMITEDANNEXURE-I

Form No. AOC-2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts)Rules, 2014)

Form for disclosure of particulars of contracts/arrangements entered into by the company with relatedparties referred to in sub-section (1) of section 188 of the Comp anies Act, 2013 including cert ain arm'slength transactions under third proviso thereto.

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

(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 under first proviso tosection 188 : NA

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

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

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

(c) Duration of the contracts / arrangements/transactions : 1st April 2016 to 31st March 2017.

(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 : 25th October, 2016 & 27th April, 2017.

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

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

Sd/-(Sanjeev Kaushik)

ChairmanDIN:02842527

Place : New Delhi

Date : 22 nd September , 2017

15

ANNUAL REPORT 2016-17

ANNEXURE -II

Form No. MGT -9

EXTRACT OF ANNUAL RETURN

As on the financial year ended on March 31, 2017

[ Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies(Management and Administration) Rules, 2014 ]

I. REGISTRATION AND OTHER DETAILS

i) CIN :- U65991DL2012GOI233601

ii) Registration Date :- 28th March,2012

iii) Name of the Company :- IIFCL Asset Management Company Limited

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

v) Address of the Registered office and contact details :- 301-312, 3rd Floor, Ambadeep Building,14, Kasturba Gandhi Marg, New Delhi-110001. Ph. 011-43717125/26, Fax No. 011-23445119,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 activities contributing 10% or more of the total turnover of the company shall be stated:-

Nameand Description of main NIC Code of the Product/ service* % tototal turnoverofthe companyproducts/services

Fund Management Activities 66301 100 %

[Asset Management Company

to IIFCL Mutual Fund (IDF)]

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

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

S. N0 NAME AND ADDRESS CIN/GLN HOLDING/ SUBSIDIARY/ %of shares ApplicableOF THE COMPANY ASSOCIATE held Section

1. India Infrastructure Finance U67190DL20 Holding Company 100% 2(46)Company Limited. 06GOI1445208th Floor, Hindustan TimesHouse Building, 18& 20,K.G Marg, New Delhi-110001.

16

IIFCL ASSET MANAGEMENT COMPANY LIMITEDIV. SHARE HOLDING PATTERN (EQUITY SHARE CAPITAL BREAKUP AS PERCENTAGE OF TOTAL EQUITY)

i) Category-wise Share Holding

Category of No. of Shares held at thebeginning No. of Shares held at the end % of

Shareholders of the year of the year Change

during the

year

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

1) Indian Shares Shares

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

b) Central Govt 0 0 0 0 0 0 0 0 0%

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

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

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

f)AnyOther 0 0 0 0 0 0 0 0 0%

Sub-total (A) (1):- 0 12500000 12500000 100 0 12500000 12500000 100 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 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) 0 12500000 12500000 100 0 12500000 12500000 100 0%

B.Public Shareholding

1.Institutions

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)StateGovt(s) 0 0 0 0 0 0 0 0 0%

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

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 Institutions

a)BodiesCorp. 0 0 0 0 0 0 0 0 0%

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

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

i) Individual shareholders

holding nominalshare

capitaluptoRs.1lakh 0 0 0 0 0 0 0 0 0%

17


ii) Individual shareholders

holding nominalshare

capitalin excessofRs1 lakh 0 0 0 0 0 0 0 0 0%

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%

TotalPublic Shareholding

(B)=(B)(1)+ (B)(2) 0 0 0 0 0 0 0 0 0%

C.Shares held by

Custodian for GDRs &

ADRs 0 0 0 0 0 0 0 0 0%

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

(ii) Shareholding of Promoters

Sl. Shareholder’s Name Share holding at the Share holding at the end % change

No. beginning of the year the year in share

holding

during the

Year

No. of % of % of No. of % of % of

shares total Pledged/ shares total Pledged/

shares encumbered shares encumbered

of the to total of the to total

company shares company shares

1. India Infrastructure Finance

Company Limited. (IIFCL) 12499994 99.99 0 12499994 99.99 0 0%

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

3. Dr. E.S Rao 1 0.000008 0 1 0.000008 0 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%

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

S. Shareholding at the Cumulative Shareholding

No. beginning of the year during the year

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

shares of the shares of the

company company

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

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

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

Particulars

18

IIFCL ASSET MANAGEMENT COMPANY LIMITED(iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs):





company 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 onthedateof separation, None None

if separated duringthe year)

(v) Shareholding of Directors and Key Managerial Personnel :





company company

1. Dr. E.S.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 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

For Each of the Top 10 Shareholders

For Each of the Directors and KMP

Shareholding of Directors:-

19

ANNUAL REPORT 2016-17V. INDEBTEDNESS

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

Secured Loans Unsecured Deposits Total

excluding Loans Indebtedness

deposits

Indebtedness at the beginning of

the financial year 0 0 0 0

i) Principal Amount

ii) Interest due but not paid

iii) Interest accrued but not due

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

Change in Indebtedness during

the financial year 0 0 0 0

Addition

Reduction

Net Change 0 0 0 0

Indebtedness at the

end of the financial year 0 0 0 0

i) Principal Amount

ii) Interest due but not paid

iii) Interest accrued but not due

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

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

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

S. No. Particulars of Remuneration Name of MD/WTD/Manager Total

Amount

Dr. E.S.Rao*

1 Gross salary

(a) Salary as per provisions contained

in section 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

section 17(3) Income-tax Act, 1961 NIL NIL

2 Stock Option - -

3 Sweat Equity - -

4 Commission

- as % of profit

- others, specify… - -

5 Others, please specify - -

Total (A) - -

Ceiling as per the Act Section 197 & Schedule V of the Companies Act, 2013 are not

applicable to Government Company.

*The remuneration of the Dr. E.S.Rao, Wholetime Director & Chief Executive Officer has been disclosed under the heading "Remuneration to

Key Managerial Personnel other than MD/Manager/WTD "as he has been drawing remuneration in the capacity of Chief Executive Officer.

Further, he ceased as Director & CEO w.e.f 17th August, 2017.

Particulars

20

IIFCL ASSET MANAGEMENT COMPANY LIMITEDB. Remuneration to other directors: ( in `̀̀̀̀)

S. Particulars of Remuneration Key Managerial Personnel Total

No. Amount

1. Independent Directors

-Fee for attending board 1,30,000 60,000 1,00,000 - - 2,90,000

& committee meetings

-Commission - - - - - -

-Others, please specify - - - - - -

Total (1) 1,30,000 60,000 1,00,000 - - 2,90,000

2. OtherNon-Executive

Directors

-Fee for attending board

committee meetings - - - - - -

-Commission

-Others,pleasespecify

Total (2) - - - NIL NIL NIL

Total(B)=(1+2) 1,30,000 60,000 1,00,000 - - 2,90,000

Total Managerial

Remuneration 1,30,000 60,000 1,00,000 - - 2,90,000

Over all Ceiling as per the Act The remuneration is within the limit, stipulated by the Law.

# ceased as Director w.e.f 11th June,2017

# # ceased as Independent Director w.e.f 21st June, 2017.

C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/ MANAGER/ WTD ( in `̀̀̀̀)

S. No. Particulars of Remuneration Key Managerial Personnel

Chief Executive Officer Head CS & Compliances Head Finance & Total

Dr. E.S Rao# Sh.Ajay Pal Singh Saini Cheif Financial Officer

Sh. Sumiran Bansal

1 Gross salary 34,55,713 39,12,623 33,85,960

(a) Salary as per provisions contained

in section 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

section 17(3) Income tax Act, 1961 - NIL NIL NIL

2 Stock Option - - - -

3 Sweat Equity - - - -

4 Commission - - - -

- as % of profit

- others, specify…

5 Others, please specify - - -

Total 34,55,713 39,12,623 33,85,960

# Ceased as Director & CEO w.e.f 17th August, 2017

Sh.

Pawan

Singh

Sh. A.K.

Ahuja/

Sh. Sudhir

Arya

Sh. M N

Sarma # #

Sh.S B

Nayar #

Sh. Deepak

Kumar

Chatterjee

21

ANNUAL REPORT 2016-17VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES :

Type Section of the Brief Details of Penalty / Authority Appeal made, if

Companies Act Description Punishment/ [RD / NCLT/ any (give Details)

Compounding COURT]

fees imposed

A. COMPANY

Penalty NIL

Punishment

Compounding

B. DIRECTORS

Penalty NIL

Punishment

Compounding

C. OTHER OFFICERS IN

DEFAULT

Penalty NIL

Punishment

Compounding

22


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 MANAGEMENTCOMPANY LIMITED FOR THE YEAR ENDED 31 MARCH 2017

The preparation of financial statements of IIFCL Asset Management Company Limited for the year ended31st March 2017 in accordance with the financial reporting framework prescribed under the Companies Act,2013 (Act) is the responsibility of the Management of the Company. The Statutory Auditor appointed by theComptroller and Auditor General Of India under section 139(5) of the Act is responsible for expressingopinion on the financial statements under Section 143 of the act based on independent audit in accordance withthe Standards on Auditing prescribed under section 143(10) of the Act. This is stated to have been done by themvide their Revised Audit Report dated 27th April 2017.

The Assets under management through various schemes managed by IIFCL Asset Management Company Limitedare not reflected in its Balance Sheet, since these assets do not form part of the IIFCL Asset Management CompanyLimited. Therefore, I do not look 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 expressno opinion on the soundness of the investments.

I, on the behalf of the Comptroller and Auditor General of India, have decided not to conduct the supplementaryaudit of the financial statements of IIFCL Asset Management Company Limited for the year ended 31st March 2017under Section 143(6)(a) of the Act.

For and on the behalf of theComptroller & Audit General of India

Sd/-(Ritika Bhatia)

Place: - New Delhi Principal Director of Commercial Audit &Date: - 03 July 2017 Ex-office Member , Audit Board - III,

New Delhi

ANNEXURE-III

23

ANNUAL REPORT 2016-17INDEPENDENT AUDITOR'S REPORT

To the Members of

IIFCL ASSET MANAGEMENT COMPANY LIMITED: NEW DELHI

Report in 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, 2017, the Statement of Profit and Loss andCash Flow Statement for the year then ended, and a summary of significant accounting policies and otherexplanatory information.

Management's Responsibility for the Financial Statements

The Company's Board of Directors are responsible for the matters stated in Section 134(5) of the CompaniesAct, 2013 ('the act') with respect to the preparation and presentation of these financial statements that give atrue and fair view of the financial position, financial performance and cash flows of the Company in accordancewith the accounting principles generally accepted in India, including the Accounting Standards specified underSection 133 of the Act, read with rule 7 of Companies (Accounts) Rules, 2014. This responsibility also includesmaintenance of adequate accounting records in accordance with the provision of the Act for safeguarding theassets of the Company and for preventing and detecting frauds and other irregularities; selection and applicationof appropriate accounting policies; making judgment and estimates that are reasonable and prudent and design,implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuringthe accuracy and completeness of the accounting records, relevant to the preparation and presentation of thefinancial statements that give a true and fair view and are free from material misstatement, whether due to fraudor error.

Auditor's Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We have taken intoaccount the provisions of the Act, the accounting and auditing standards and matters which are required to beincluded 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 obtainreasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidences about the amounts and disclosures in the finan-cial statements. The procedures selected depend on the auditor's judgment, including the assessment of therisks of material misstatements of the financial statements, whether due to fraud or error. In making those riskassessments, the auditor considers internal financial control relevant to the Company's preparation of the financialstatements that give a true and fair view, in order to design audit procedures that are appropriate in the circumstances.An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of theaccounting estimates made by the Company's Directors, as well as evaluating the overall presentation of thefinancial statements. We believe that the audit evidence we have obtained in sufficient and appropriate to provide abasis for our audit opinion on the financial statement.

Opinion

In our opinion and to the best of our information and according to the explanation given to us, the aforesaidfinancial statements give the information required by the Act in the manner so required and give a true and fairview in conformity with the accounting principles generally accepted in India of the state of affairs of the Companyas at 31st March 2017, its profit and its cash flows for the year ended on that date.

24

IIFCL ASSET MANAGEMENT COMPANY LIMITEDReport on Other Legal and Regulatory Requirements

• As required by the Companies (Auditor's Report) Order, 2016 ("the Order") issued by the Central Govern-ment of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure 'A' statementson the matters Specified in paragraphs 3 and 4 of the Order, to extent applicable.

• As required by section 143(5) of the Act, Directions Indicating the areas to be examined during the courseof audit, issued by the Comptroller & Auditor General of India, are annexed vide Annexure 'B'.

Report on Company Disclosure of SBN during Demonetization

• The company had provided requisite disclosures in its Financial Statements as to holdings as well asdealing in Specified Bank Notes during the Period from 8th November, 2016 to 30th December, 2016 and

these are in accordance with the books of accounts maintained by the Company.

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

• We have sought and obtained all the information and explanations which to the best of our knowl-edge and belief were necessary for the purposes of our audit;

• In our opinion proper books of accounts as required by the law have been kept by the Company sofar as appears from our examination of those books;

• The balance sheet, Statements of Profit and Loss, and Cash Flow Statement dealt with by thisReport are in agreement with the books of account;

• In our opinion, the aforesaid financial statements comply with the Accounting Standards specifiedunder Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules 2014.

• Section 164(2) of the Act: -Being Government Company provisions are not applicable.

• With respect to the adequacy of the internal financial controls over financial reporting of the companyand the operating effectiveness of such control, refer to our separate report in Annexure 'C'

• With respect to other matters to be included in the Auditor's Report in accordance with Rule 11 of theCompanies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information andaccording to explanation given to us;

• The Company has disclosed the impact of pending litigations on its financial position in itsfinancial statements- Refer Note No 19 to the financial statements

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

• There has not been an occasion in case of the Company during the year under report to transferany sums to the Investor Education and Protection Fund. The question of delay in transferringsuch does not arise.

FOR: M/S. RAJESH KRISHNA KHANNA & ASSOCIATES

CHARTERED ACCOUNTANTS

(FRN: 007694N)

Sd/-

CA.Sudhir Kumar Gupta

Place: New Delhi (Partner)

Date: 27/04/2017 M. No. : 088178

25

ANNUAL REPORT 2016-17Annexure -"A" to the Auditors' Report

The Annexure referred to inIndependent Auditors' Report to the members of the Company on the financialstatements for the year ended 31 March 2017, we report that :

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

(b) All the fixed assets have been physically verified by the management at the end of the year. In ouropinion, the frequency of physically verification is reasonable having regard to the size of thecompany and nature of its business. We have been informed that no material discrepancies werenoticed on such physical verification.

(c) According to the information and explanations given tousand on the basis of our examination of therecords, 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 partiescovered in the register maintained under section 189 of the Companies Act, 2013. Thus, paragraph3(iii)(a)(b)(c) of the Order is not applicable to the Company.

(iv) In our opinion and according to the information and explanations given to us, no loan, Investment, guaran-tee 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 section 148(1) of theAct, for any of the services rendered by the Company.

(vii) (a) According to the information and explanations given to us company is regular in depositing undisputedstatutory dues including provident fund, employees' state insurance, income-tax, service tax, cessand any other statutory dues to the appropriate authorities. There was no outstanding statutory duesas on 31.03.2017 for a period of more than six months from the date they became payable.

(b) According to information and explanations given to us and based on the records of the companyexamined by us, there are no dues of Income Tax or Service Tax, which have not been deposited onaccount of any dispute except the following:-

Name of the Nature of dues Amount Period to which Forum where statute (in Rs) the amount relates dispute is pending

Income Tax Income Tax and 20,68,450 01/04/2012 to ITAT

Interest thereon 31/03/2013

• The Company does not have any loans or borrowings from any financial institution, banks, government ordues to debenture holders during the year. Hence paragraph is not applicable

• The Company did not raise any money by way of initial public offer or further public offer (including debtinstruments) and term loans during the year.

• According to the information and explanations given to us, no fraud by the Company or any fraud on theCompany by its officers or employees has been noticed or reported during the year.

• As per explanation given to us, the Company is a Government company, thus, paragraph 3 (xi) of the Orderis not applicable.

• The Company is not a nidhi company. Hence paragraph of the Order is not applicable.

26


• According to the information and explanations given thousand based on our examination of the records ofthe Company, transactions with the related parties are in compliance with sections 177 and 188 of the Actand details of such transactions have been disclosed in the financial statements as required by the appli-cable accounting standards.

• The Company has not made any preferential allotment or private placement of shares or fully or partlyconvertible debentures during the year under review.

• According to the information and explanations given to us and based on our examination of the records, theCompany has not entered into non-cash transactions with directors or persons connected with him. Ac-cordingly, paragraph 3(xv) of the order is not applicable.

• The Company is not required to be registered under section 45-IA of the Reserve Bank of India Act 1934.



(FRN: 007694N)

Sd/-



Date: 27/04/2017 M. No. : 088178

27

ANNUAL REPORT 2016-17Annexure B

Directions Indicating the areas to be examined by the Statuary auditors during the course of audit ofannual account s of IIFCL Asset Management Co. Lt d, New Delhi for the Financial Year 2016-17, issuedby the Comptroller & Auditor General of India Under Section 143(5) of the Companies Act, 2013

S. No. Directions Report Impact on Accounts

& Financial Statement

1 Nil

2 Nil

3 Nil



(FRN: 007694N)

Sd/-



Date: 27/04/2017 M. No. : 088178

Whether the company has clear title /lease deedsfor freehold and leasehold land respectively? If not,please state the area of freehold and leasehold landfor which the title/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 andamount involved

Whether proper records are maintained for invento-ries lying with third parties and assets received asgifts/grants(s) from the government or other authori-ties

The Company does nothave any freehold or leasehold land.

There are no cases ofwaiver/write off of debts/loan/interest etc

There is no physical inven-tory lying with the thirdparty and neither anythingreceived as gifts/grantsfrom the government orother authorities

28

IIFCL ASSET MANAGEMENT COMPANY LIMITEDAnnexure - 'C' to the Auditor's Report

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of theCompanies Act, 2013 ("the Act")

We have audited internal financial controls over financial reporting of IIFCL Asset Management Company Limited("the Company") as of 31st March 2017 in conjunction with our audit of the financial statements of the Companyfor 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 onthe internal control over financial reporting criteria established by the Company considering the essential compo-nents of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Report-ing issued by the Institute of Chartered Accountants of India ('ICAI'). These responsibilities include the design.Implementation and maintenance of adequate internal Financial controls that were operating effectively for ensur-ing the orderly and efficient conduct of its business, including adherence to company's policies, the safeguardingof its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accountingrecords, and the timely preparation of reliable financial information, 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 reportingbased on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal FinancialControls over Financial Reporting (the "Guidance Note") and the Standards on Auditing, issued by ICAI anddeemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an auditof internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by theInstitute of Chartered Accountants Of India. Those Standards and the Guidance Note require that we comply withethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequateinternal financial controls over financial reporting was established and maintained and if such controls operatedeffectively in all material respects. Our audit involves performing procedures to obtain audit evidence about theadequacy of the internal financial controls system over financial reporting and their operating effectiveness. Ourinternal financial controls over financial reporting included obtaining an understanding of internal financial controlsover financial reporting, assessing the risk that a material weakness exist, and testing and evaluating the designand operating effectiveness of internal control based on the assessed risk. The procedures selected depend on theauditor'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 auditopinion on the Company's internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A company's internal financial control over financial reporting is a process designed to provide reasonableassurance regarding the reliability of financial reporting and the preparation of financial statements for externalpurposes in accordance with generally accepted accounting principles. A company's internal financial controlover financial reporting includes those policies and procedures that (1) pertain to the maintenance of recordsthat, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of thecompany; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparationof financial statements in accordance with generally accepted accounting principles with authorizations ofmanagement and directors of the company; and (3) provide reasonable assurance regarding prevention ortimely detection of unauthorized acquisition, use, or disposition of the company's assets that could have amaterial effect on the financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility ofcollusion or improper management override of controls, material misstatements due to fraud or error may occurand not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to

29

ANNUAL REPORT 2016-17future periods are subject t the risk that the internal financial control over financial reporting may become inad-equate because of change in conditions, or that the degree of compliance with the policies or procedures maydeteriorate.

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system overfinancial reporting and such internal financial controls over financial reporting criteria established by the Companyconsidering the essential components of internal control stated in the Guidance Note on Audit of Internal Finan-cial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.



(FRN: 007694N)

Sd/-



Date: 27/04/2017 M. No. : 088178

30

IIFCL ASSET MANAGEMENT COMPANY LIMITEDAnnexure- II

Compliance Certificate

We have conducted the audit of accounts of IIFCL Asset Management Company Limited, Regd off- 301-312,Ambadeep Building, 14 K.G. Marg, New Delhi - 110001, for the year ended 31 March 2017 in accordancewith the directions/ sub directions issued by the C&AG of India under Section 143 (5)of the Companies Act, 2013and certify that we have complied with all the directions/ sub-directions issued to us.



(FRN: 007694N)

Sd/-

C.A.Sudhir Kumar Gupta


Date: 27/04/2017 M. No. : 088178

31


CIN NO. - U65991DL2012GOI233601REGD. OFFICE :- 301-312, 3RD FLOOR, AMBADEEP BUILDING, 14. KASTURBA GANDHI MARG, NEW DELHI - 110001

BALANCE SHEET AS AT 31ST MARCH, 2017

(All Figure in `̀̀̀̀)

PARTICULARS As at As atNotes 31st March 2017 31st March 2016

I EQUITY AND LIABILITIES

(1) Shareholders' Funds(a) Share capital 2 125,000,000 125,000,000(b) Reserves and Surplus 3 38,601,290 28,494,373

SUB-TOTAL (1) 163,601,290 1,53,494,373

(2) Non-current liabilities(a) Long-term provisions 4 1,879,588 1,191,041

SUB-TOTAL (2) 1,879,588 1,191,041

(3) Current liabilities(a) Other current liabilities 5 403,092 1,793,615(b) Short-term provisions 6 1,18,26,643 9,071,311

SUB-TOTAL (3) 12,229,735 10,864,926 TOTAL (1)+(2)+(3) 177,710,613 165,550,340

II ASSETS(1) Non-current assets

(a) Fixed Assets(i) Tangible Assets 7 143,369 189,297(ii) Intangible Assets 7 111,165 148,220

(b) Deferred Tax Asset (net) 8 1,188,419 1,007,566(c) Long Term Loans and Advances 9 80,295 -

SUB-TOTAL (1) 1,523,248 1,345,083(2) Current assets

(a) Cash and Bank Balances 10 160,643,647 150,199,050(b) Trade Receivables 11 29,317 4,648,016(c) Short Term Loans and Advances 12 339,888 120,000(d) Other Current Assets 13 15,174,513 9,238,191

SUB-TOTAL (2) 176,187,365 164,205,257Significant accounting policies and notes 1 To 28to the financial statementsTOTAL (1)+(2) 177,710,613 165,550,340

Notes from 1 to 28 form integral part of AccountsFor on or behalf of Board of Directors

IIFCL Asset Management Company LimitedFor Rajesh Krishna Khanna and AssociatesChartered AccountantsFRN NO. 007694N

CA. Sudhir Kumar GuptaPartnerM.No. 088178

Place: New DelhiDated: 27 th April, 2017

Sd/-Dr. E S Rao

(Director & CEO)DIN NO. - 05184747

Sd/-MN Sarma(Director)

DIN NO. - 06734357

Sd/- Ajay PS Saini

(Head CS & Compliances)FCS - 5786

Sd/-Sumiran Bansal

(Head Finance & CFO)ACA - 535730

32


IIFCL ASSET MANAGEMENT COMPANY LIMITEDCIN NO. - U65991DL2012GOI233601

REGD. OFFICE :- 301-312, 3RD FLOOR, AMBADEEP BUILDING, 14. KASTURBA GANDHI MARG, NEW DELHI - 110001

STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31ST MARCH, 2017


PARTICULARS Note For Year ended For Year ended 31st March 2017 31st March, 2016

I. Revenue from operations 14 44,198,007 40,277,565II. Other Income 15 11,163,316 11,287,101III. Total Revenue (I+II) 55,361,323 51,564,666IV. Expenses

Employee Benefits Expense 16 18,983,893 19,795,715Depreciation and amortisation expense 17 187,684 356,621Other Expenses 18 19,427,686 17,159,457Total Expenses 38,599,263 37,311,793

V. Profit Before Exceptional and PriorPeriod Items and T ax (III - IV) 16,762,060 14,252,873

VI. Exceptional Items - -VII. Profit Before Extra - Ordinary Items And

Tax (V-VI) 16,762,060 14,252,873VIII. Extra - Ordinary Items - -IX. Profit Before T ax (VII-VIII) 16,762,060 14,252,873X. Tax Expense:(1) Current Tax

- Current Period 6,120,170 5,450,000- Earlier Period 715,825 (83,380)

(2) Deferred Tax- Current Period (180,853) (529,350)- Earlier Period - -

XI Profit for the year from continuingoperations (IX-X) 10,106,917 9,415,603

XII Profit from discontinuing operations - -XIII Tax expense of discontinuing operations - -XIV Profit from discontinuing operations

(after tax) (XII-XIII)XV Profit for the Period (XI+XIV) 10,106,917 9,415,603XVI Earnings per equity share (face value of 20

`̀̀̀̀10/- each)(1) Basic 0.81 0.75(2) Diluted 0.81 0.75

Significant accounting policies and notes 1 to 28to the financial statements

Notes from 1 to 28 form integral part of AccountsFor on or behalf of Board of Directors

IIFCL Asset Management Company LimitedFor Rajesh Krishna Khanna and AssociatesChartered AccountantsFRN NO. 007694N



Sd/-Dr. E S Rao



DIN NO. - 06734357

Sd/- Ajay PS Saini


Sd/-Sumiran Bansal


33


CIN NO. - U65991DL2012GOI233601REGD. OFFICE :- 301-312, 3RD FLOOR, AMBADEEP BUILDING, 14. KASTURBA GANDHI MARG, NEW DELHI - 110001

CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH 2017


PARTICULARS For year ended For the year ended


A CASH FLOW FROM OPERATING ACTIVITIES(i) Net Profit after Tax 10,106,917 9,415,603

Adjustments for:(ii) Depreciation and amortisation expense 187,684 356,621(iii) Provisions/ Amounts written back 3,263,028 9,733,002

OPERATING PROFIT BEFORE WORKING CAPITALCHANGES 13,557,630 19,505,226

(i) (Increase)/decrease in Current Assets, Loans &Advances 107,193 9,458,069

(ii) Increase/(decrease) in other current liabilities (1,390,523) (10,642,797)

CASH FLOW FROM OPERATIONS BEFORE TAX 12,274,300 18,320,498

Taxes paid (Net) 1,725,000 2,360,000

NET CASH FROM OPERATIONS A 10,549,300 15,960,498

B CASH FLOW FROM INVESTING ACTIVITIES(i) (Purchase of )/ Sale for Fixed Assets (104,701) (37,196)(ii) Investments in Fixed Deposits (10,431,170) (15,936,181)

NET CASH FROM INVESTING ACTVITIES B (10,535,871) (15,973,377)

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) 13,429 (12,879)Add: Opening Cash and Cash Equivalent 11,802 24,681Closing Cash and Cash Equivalent 25,229 11,802Closing Cash and Cash Equivalent Comprises of :-1 Cash in hand 2,922 11,6192 Current Accounts in India 22,307 1833 Flexi Deposit Accounts -

TOTAL 25,229 11,802

Notes from 1 to 28 form integral part of Accounts

For on or behalf of Board of DirectorsIIFCL Asset Management Company Limited

For Rajesh Krishna Khanna and AssociatesChartered AccountantsFRN NO. 007694N



Sd/-Dr. E S Rao



DIN NO. - 06734357

Sd/- Ajay PS Saini


Sd/-Sumiran Bansal


34


Significant Accounting Policies

NOTE 1

1. Basis of Preparation of Financial Statements

The financial statements are prepared on a going concern basis in accordance with the generally acceptedaccounting principles and the mandatory accounting standards issued by the Institute of Chartered Accountantsof India (ICAI) and the provisions of the Companies Act, 2013. The company will follow mercantile system ofaccounting and recognizes items of Income and Expenditure on accrual basis.

2. Recognition of Income

2.1. Revenue from Management fees charged from IIFCL Mutual Fund (IDF) at specified rate determinedby management areapplied on Assets Under Management (AUM) on accrual basis.

2.2. Revenue from Interest Income from Fixed Deposits with Bank are recognized using the time proportionmethod, based on the rates implicit in the transaction.

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

3. Fixed Assets and Depreciation

3.1 Fixed assets are carried at cost less accumulated depreciation.

3.2 The additions to fixed assets is capitalized on the approval of bills/invoices.

3.3 Depreciation of Tangible fixed assetsis provided using the useful lives and in the manner provided inSchedule II of the Companies Act, 2013 following written down value method. Depreciation onindividual 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 attributableto the assets will flow to the company. These assets are amortized over their respective individualestimated useful lives on a straight line basis.

4. Employee Benefit

The contribution towards NPS deducted from remuneration of employees and employer contribution thereonare deposited with PFRDA.

The employee benefits obligations leave encashment, sick leave and leave travel concession, is provided forthe period up to date of reporting on the actuarial valuation of same.

Gratuity is provided on the basis of actuarial valuation.

5. Taxes on Income

Tax on income for the current period is determined on the basis of estimated taxable income and tax creditscomputed in accordance with the provisions of the Income Tax Act 1961, and on the basis of changesadopted by the company in accounting policies & estimates.

Deferred tax is recognized on timing differences between the accounting income and the taxable income forthe period, and quantified using the tax rates and laws enacted as on the Balance Sheet date.

Deferred tax assets is recognized and reassessed at each reporting date and carried forward to the extentthat there is a reasonable certainty that sufficient future taxable income is available against which suchdeferred tax assets can be realized.

35

ANNUAL REPORT 2016-176. Earnings Per Share

In accordance with the Accounting Standard-20 (AS-20) "Earnings Per Share" issued by The Institute ofChartered Accountants of India, Basic Earnings Per Share is computed using the weighted average numberof Shares outstanding during the period & Diluted Earnings per share is computed using the weightedaverage number of shares outstanding after adjusting the effect of all dilutive potential equity shares thatwere outstanding during the period.

7. Provisions, Contingent Liabilities and Contingent Assets

A provision is made when the company has a present obligation as a result of past event and it is probablethat an outflow of resources may be required to settle the obligation, in respect of which a reliable estimatecan be made based on technical valuation and past experience. Provisions is not discounted to theirpresent value and is determined based on management estimate required to settle the obligation at thebalance sheet date. No provision made for liabilities arising from transactions and events whose futureoutcome cannot be ascertained with reasonable certainties. Such contingent liabilities are not recognizedbut disclosed in the note of contingent liability on the basis of judgment of the management/independentexpert. These are reviewed at each balance sheet date and adjusted to reflect the current managementestimate.

36

IIFCL ASSET MANAGEMENT COMPANY LIMITEDNOTES TO THE FINANCIAL STATEMENTS

Note 2 : SHARE CAPIT AL (All Figure in `̀̀̀̀)

Particulars As at As at 31st March, 2017 31st March, 2016

Authorized

1,50,00,000 equity shares of 10/- each 150,000,000 150,000,000

Issued, Subscribed & Fully Paid up

12,500,000 Equity shares of 10/- each 125,000,000 125,000,000

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

Particulars As at 31st March 2017 As at 31st March 2016No. of Shares (in `)`)`)`)`) No. of Shares (((((in `̀̀̀̀)

Shares outstanding at the beginning of the 12,500,000 125,000,000 12,500,000 125,000,000 reporting period

Shares Issued during the reporting period - - - -

Shares outstanding at the end of the 12,500,000 125,000,000 12,500,000 125,000,000 reporting period

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

Particulars As at As at 31st March 2017 31st March 2016

Surplus In Profit And Loss

Opening Balance 28,494,373 19,078,769

Add: Profit for the current year 10,106,917 9,415,603

Closing Balance 38,601,290 28,494,373

Note 4 : LONG TERM PROVISIONS


Long T erm Provisions

Provision for Retirement Benefits 1,373,795 873,406

Provision for Earned Leave 505,793 317,635

TOTAL 1,879,588 1,191,041

Note 5 : OTHER CURRENT LIABILITIES


Statutory Dues Payable - 278,734

Other Payables 403,092 1,514,881

TOTAL 403,092 1,793,615

37

ANNUAL REPORT 2016-17 Note 6 : SHORT TERM PROVISIONS


Short Term Provisions

Provision for Retirement Benefits 1,857 1,514

Provision for LTC 1,055,579 799,998

Provision for Earned Leave 36,858 28,653

Provision for Wage revision (See Note 24) 4,612,179 2,791,146

Provision for Income tax 6,120,170 5,450,000

TOTAL 11,826,643 9,071,311

38

IIFCL A

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Note 7 :


Gross Block Depreciation Net Block

Particulars Rate of Cost as on Addition During Sale/ Total Cost as on Up to Current Sale/ Up to As at As atDepreciation 01-04-2016 the year Adjustment 31-03-2017 01-04-2016 Year Adjustment 31-03-2017 31-03-2017 31-03-2016

TANGIBLE ASSETS

Office Equipments 45.07% 59,800 99,801 - 159,601 27,268 46,716 - 73,984 85,617 32,532

Office Equipments 100.00% 15,368 4,900 - 20,268 15,368 4,900 - 20,268 - -

Computers 63.16% 752,812 - - 752,812 596,047 99,013 - 695,060 57,752 156,765

Computers 100.00% 4,950 - - 4,950 4,950 - - 4,950 - -

832,930 104,701 - 937,631 643,633 150,629 - 794,262 143,369 189,297

INTANGIBLE ASSETS

Computer Softwares 25.00% 199,824 - - 199,824 51,604 37,055 - 88,659 111,165 148,220

Computer Softwares 100.00% 4,517 - - 4,517 4,517 - - 4,517 - -

204,341 - - 204,341 56,121 37,055 - 93,176 111,165 148,220

TOTAL 1,037,271 104,701 - 1,141,972 699,754 187,684 - 887,438 254,534 337,517

IIFCL ASSET MANAGEMENT COMPANY LIMITEDREGD. OFFICE :- 301-312, 3RD FLOOR, AMBADEEP BUILDING, 14. KASTURBA GANDHI MARG, NEW DELHI - 110001

Fixed Assets as at 31st March, 2017

39

ANNUAL REPORT 2016-17Note 8 : DEFERRED TAX ASSETS


S.No Particulars As at As at31st March 2017 31st March 2016

1 Depreciation under Companies Act 187,684 356,621

2 Provision for Earned Leave 196,363 346,288

3 Provision for LTC 255,581 799,998

4 Provision for Retirement benefits 500,732 874,920

Sub-Total 1,140,360 2,377,827

5 Less:- Preliminary Expenses allowed

u/s 35AD of the Income Tax Act 202,731 202,731

6 Less:- Depreciation under Income Tax Act 371,773 574,060

Sub-Total 574,504 776,791

7 Difference 565,856 1,601,036

8 Opening Balance of Deferred Tax 1,007,566 478,216

9 Assets/(Liability) Current Year 180,853 529,350

10 Adjustment for Previous Year - -

Total 1,188,419 1,007,566

Note 9 : LONG TERM LOANS AND ADVANCES


(A) Consumer Advance to employee

(Due After 12 Months) 80,295 -

TOTAL 80,295 -

Note 10 : CASH AND BANK BALANCES


1 CASH AND CASH EQUIVALENTS

(i) Balances with Banks 22,307 183

(ii) Cash in hand 2,922 11,619

25,229 11,802

2 OTHER BANK BALANCE

(i) Deposits with original maturity

more than 12 months (unencumbered) 160,618,418 150,187,248

(ii) Deposits with original maturity more than3 months but less than 12 months (unencumbered) - -

SUB- TOTAL(B) 160,618,418 150,187,248

TOTAL (A)+(B) 160,643,647 150,199,050

40

IIFCL ASSET MANAGEMENT COMPANY LIMITEDNote 11: TRADE RECEIVABLES

(Unsecured, Considered Good) (All Figure in `̀̀̀̀)

S.No PARTICULARS As at As at31st March 2017 31st March 2016

1 Trade Receiveables (less than 6 months) 29,317 4,648,016

TOTAL 29,317 4,648,016

Note 12 : SHORT TERM LOANS & ADVANCES


1 Consumer Advance to employee (Due within 12 months) 21,888 -

2 Festival Advance 148,000 120,000

3 Employee House Rent Security 170,000 -

TOTAL 339,888 120,000

Note 13 : OTHER CURRENT ASSETS (Unsecured, Considered Good)


1 Accrued Interest 2,922,074 37,563

2 Other Recoverable 1,784,727 -

3 Tax Deducted at Source 5,538,015 5,253,715

4 Advance Tax 1,725,000 2,360,000

5 Service Tax and Kirshi Kalyan Cess Recoverable (CENVAT) 799 30,904

6 Income Tax Recoverable 2,988,899 1,541,009

7 SEBI Annual Charges (Prepaid) 200,000 -

8 Advance for Investor Education A/c 15,000 15,000

Total 15,174,514 9,238,191

Note 14 : REVENUE FROM OPERATIONS


(i) Management fees (Net of Service Tax) 44,198,007 40,277,565

TOTAL 44,198,007 40,277,565

Note 15 : OTHER INCOME

S.No. Particulars For the Year ended For the Year ended 31st March 2017 31st March 2016

1 Interest on Income Tax Refund - 87,222

2 Interest on Fixed Deposit with Banks 11,134,753 11,196,379

3 Other Non - Operating Income 28,563 3,500

Total 11,163,316 11,287,101

41

ANNUAL REPORT 2016-17Note 16 : EMPLOYEE BENEFITS EXPENSES


S.No. Particulars For the Year ended For the Year ended


1 Salaries & Wages 15,687,505 14,523,444

2 Contribution to NPS 522,679 459,919

3 Provision for Earned Leave 196,363 346,288

4 Provision for LTC 255,581 799,998

5 Provision for Post Retirement Medical Benefits 318,970 556,954

6 Provision for Retirement Benefits 181,762 317,966

7 Provision for wage revision (See Note 24) 1,821,033 2,791,146

Total 18,983,893 19,795,715

Note 17 : DEPRECIATION AND AMORTIZATION EXPENSE



1 Depreciation 187,684 356,621

Total 187,684 356,621

Note 18 : OTHER EXPENSES



1 Administrative Expenses 5,109,739 4,750,052

2 Legal & Professional Charges 765,229 335,662

3 Director Sitting Fees 290,000 440,000

4 Rent 8,662,122 7,561,350

5 SEBI Fees 267,128 264,246

6 Staff Welfare Expenses 570,530 271,759

7 Audit Fees 120,000 155,000

8 Software Expenses 2,850,380 2,958,312

9 Outsourcing Expenses 792,558 423,076

Total 19,427,686 17,159,457

Note - 19 :- CONTINGENT LIABILITIES & COMMITMENTS (TO THE EXTENT NOT PROVIDED FOR)

Particulars 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 Deptt. Vide order dated 28th December, 2015. The Matter is under ITAT 2,068,450 2,068,450

42

IIFCL ASSET MANAGEMENT COMPANY LIMITEDNote - 19A :- DISCLOSURE UNDER ACCOUNTING STANDARD 29 "PROVISIONS, CONTINGENT LABILI-

TIES AND CONTINGENT ASSESTS (AS-29)"

Particulars For the Year ended For the Year ended 31st March 2017 31st March 2016

Income Tax (Net)Opening Balance 5,450,000 7,600,000

Addition during the Period 6,060,000 5,450,000

Excess Provision Written Back during the Year - -

Amount Paid/adjusted during the period 7,514,850 7,600,000

Closing Balance 3,995,150 5,450,000

Proposed Wage Revision

Opening Balance 2,791,146 -

Addition during the Period 1,821,033 2,791,146

Amount Paid/Transferred to Current Labilities - -

Closing Balance 4,612,179 2,791,146

Leave Fare Conscession

Opening Balance 799,998 -

Addition during the Period 1,523,531 799,998

Amount Paid/adjusted during the period 1,267,950 -

Closing Balance 1,055,579 799,998

Leave Encashment


Addition during the Period 357,983 346,288

Amount Paid/adjusted during the period 161,620 -

Closing Balance 542,651 346,288

Post-retirement medical benefit (PRMB):



Amount Paid/adjusted during the period 225,534 -


Gratuity



Amount Paid/adjusted during the period - -


Note - 20 :- EARNINGS PER SHAREIn terms of Accounting Standard 20 issued by ICAI, Earnings per share (Basic/Diluted) is calculated asfollows:-


Nominal Value of Shares (`) 10.00 10.00

Weighted Average Number of Equity Shares 12,500,000 12,500,000(Nos.- Denominator)

Net Profit after taxes (Numerator) 10,106,917 9,415,603

Earnings per Share (`) - Basic 0.81 0.75

Earnings per Share (`) - Diluted 0.81 0.75

43

ANNUAL REPORT 2016-17Note - 21 :- PAYMENT TO AUDITOR


Audit Fee 45,000 65,000

Taxation Matters 30,000 25,000

Other Services 15,000 40,000

TOTAL 90,000 130,000

Note 22 :- FOREIGN EXCHANGE EARNINGS & EXPENDITURE

Particulars For the Year ended For the Year ended


Earnings in Foreign Exchange - -

Expenditure in Foreign Exchange - -

Note 23 :- RELA TED PARTY DISCLOSURE

As per Accounting Standard 18, the disclosures of transactions with the related parties are given below:-

(A) Managerial Remuneration and Related Party Disclosures

(I) Key Management Personnel

Sh. S B Nayar Chairman & Director

Dr. E S Rao Director & CEO

Sh. Ajay PS Saini Head CS & Compliances

Sh. 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 transactions during the year:-Managerial Remuneration (Directors)

Particulars Year ended Year ended 31st March 2017 31st March 2016

Sh. S B Nayar - -

Dr. E S Rao 3,455,713 3,773,674

Managerial Remuneration (other than Directors)

Sh. Ajay PS Saini 3,912,623 2,429,045

Sh. Sumiran Bansal 3,385,960 1,812,522

Sitting Fees paid to Part - Time Non Official Directors


Dr. Pawan Singh 130,000 180,000

Sh. A. K. Ahuja (Paid to Nominee Institution NTPC) 60,000 60,000

Sh. M N Sarma (Paid to Nominee InstitutionOriental Insurance) 100,000 170,000

44



India Infrastructure Finance Company Limited (IIFCL)

Rent Reimbursement to IIFCL 8,662,122 7,561,350

Office & Admin Expenses Reimbursement to IIFCL 2,537,896 1,517,268

Director Remuneration to IIFCL 3,455,713 3,773,674

Amount Payable to IIFCL (Towards Rent and DirectorRemuneration) - 820,024

Note 24 : PROVISION FOR WAGE REVISION

The pay revision of the employees of India Infrastructure Finance Company Limited (IIFCL i.e parent company ofIAMCL) is due w.e.f. 1st November 2012. Pending revision of pay, IIFCL has made provision starting from theperiod 1st November 2012 in its financials from the FY 2012-13 to the FY 2015-16 on estimated basis taking baseof 24% increase in last revision made from 1st November 2007 for next 5 years. IAMCL being the subsidiarycompany of IIFCL and follows its Staff Service Regulations, the same provision is created for its employee fromtheir respective date of joining to 31st March 2017 for an amount of Rs. 46.12 lakh.

Note 25 : OUTSTANDING LIABILITY TOWARDS MSME

Based on information available with the company, there are no suppliers/service providers who are registered asMicro, Small and Medium undertakings under “The Micro, Small & Medium Enterprises development Act 2006” ason 31st March, 2017. Hence the company has no outstanding liability towards Micro, Small and Medium Enter-prises and other information to be prescribed under this act is Nil (Previous Year Nil).

Note 26 : DEMONETISED CASH DISCLOSURE

(Specified Bank Notes) Other denomination TotalSBNs notes

Closing Cash in Hand as on 08.11.2016 13,500 3,193 16,693

(+) Permitted Receipts - 60,000 60,000

(-) Permitted Payments - 50,049 50,049

(-) Amount deposited in banks 13,500 - 13,500

Closing Cash in Hand as on 30.12.2016 - 13,144 13,144

Company has deposited demonetised Nine Notes each of Rs. 1000 and Rs. 500 aggregating to Rs. 13500/- with IDBI Bank on 06th December 2016.

Note 27 :DISCLOSURE UNDER ACCOUNTING STANDARD 15 (REVISED 2005) "EMPLOYEE BENEFITS" (AS-15)

For the FY 2016-17, Actuarial Valuation of Employee Benefits as per AS - 15 is obtained and disclosure of sameare as follows: -

As per AS-15 "Employee Benefits", the disclosures as defined in the Accounting Standard are given:

Employee Benefits (Unfunded) Actuarial assumptions or other employee benefits

2016-17 2015-16

Economic Assumptions:

i Discounting Rate 7.54 8.00

ii Future salary Increase 5.50 5.50

iii Expected Rate of return on plan assets - -

45


2016-17 2015-16

Economic Assumptions:

Demographic Assumptions:

i Retirement Age (Years) 60 60

ii Mortality Table -

iii Ages Withdrawal Rate (%) Withdrawal 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 obligation 31/03/2017 31/03/2016

a) Present value of obligation as the beginning 3,46,288 -

b) Acquisition adjustment -

c) Interest Cost 27,703 -

d) Past service cost -

e) Current service cost 2,09,571 1,69,698

f) Curtailment cost / (credit) - -

g) Settlement cost / (credit) - -

h) Benefits paid (1,61,620) (1,79,339)

i) Actuarial (gain) / loss 1,20,709 3,55,929

j) Present value of obligation as at the end of period 5,42,651 3,46,288

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) Contributions - -

e) Benefits paid

Actuarial (gain) / loss - -

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

3. Fair value of plan assets



c) actual return on plan assets - -


e) Benefits paid

Fair value of plan assets at the year end - -

f) Funded status (5,42,651) (3,46,288)

g) Excess of actual over estimated return of plan assets -

4. Actuarial gain /loss recognized

a) Actuarial gain/ (loss) for the period - obligation (1,20,709) (3,55,929)

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

c) Total (gain) / loss for the period 1,20,709 3,55,929

d) Actuarial (gain) / loss recognized in the period (1,20,709) 3,55,929

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

46


5. The amount recognized in balance sheet and statement ofprofit and loss

a) Present value of obligation as at the end of the period 5,42,651 3,46,288

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

c) Funded status (5,42,651) (3,46,288)

d) Excess of actual over estimated - -

e) Unrecognized actuarial (gains)/ losses - -

Net assets/ (liability) recognized in balance sheet (5,42,651) (3,46,288)

6. Expense recognized in the statement of profit and loss

a) Current service cost 2,09,571 1,69,698

b) Past service cost -

c) Interest cost 27,703 --

d) Expected return on plan assets -- --

e) Curtailment cost / (credit) -- --

Settlement cost / (credit) -- --

f) Net actuarial (gain) / loss recognized in the period 1,20,709 3,55,929

g) Expenses recognized in the statement of profit and loss 3,57,983 5,25,627

B) Leave Travel Concession : All whole-time employees of the Company who have completed one year ofservice including continuous temporary service on the date the journey is performed by him or his family areeligible for this facility. The concession shall be admissible once in every block of two years. and the first ofsuch 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 after his/her completion of one year of continuous service includingtemporary service / probation period.





d) Past service cost - 14,68,374




h) Benefits paid (12,67,950) (10,96,370)

i) Actuarial (gain) / loss 8,95,676 -

j) Present value of the defined benefit obligation as at31/03/2016 10,55,579 7,99,998






e) Benefits paid - -

f) Actuarial (gain) / loss - -

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

47


3. Fair value of plan assets - -






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

g) Funded status (10,55,579) (7,99,998)

h) Excess of actual over estimated return of plan assets - -


a) Actuarial gain/ (loss) for the period - obligation (8,95,676) -


c) Total (gain) / loss for the period 8,95,676 -

d) Actuarial (gain) / loss recognized in the period 8,95,676 -




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

c) Funded status (10,55,579) 7,99,998



f) Net assets/ (liability) recognized in balance sheet (10,55,579) (7,99,998)



b) Past service cost - 14,68,374

c) Interest cost 64,000 -

d) Expected return on plan assets -- -

e) Curtailment cost / (credit) -- -

f) Settlement cost / (credit) -- -

g) Net actuarial (gain) / loss recognized in the period 8,95,676 -

h) Expenses recognized in the statement of profit and loss 15,23,531 18,96,368

C) Gratuity Plan (Unfunded): The Gratuity liability arises on account of future payments, which are requiredto be made in the event of retirement or death in service. It vest after 5 year of service. Limit of gratuity is Rs.10 Lakh.





d) Past service cost - -




h) Benefits paid - -

48


i) Actuarial (gain) / loss (21,962) 1,61,401

j) Present value of obligation as at the end of period 4,99,728 3,17,966
















g) Funded status (4,99,728) (3,17,966)



a) Actuarial gain/ (loss) for the period - obligation 21,962 (1,61,401)


c) Total (gain) / loss for the period (21,962) 1,61,401

d) Actuarial (gain) / loss recognized in the period (21,962) 1,61,401




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

c) Funded status (4,99,728) (3,17,966)






b) Past service cost - -


d) Expected return on plan assets - -

e) Curtailment cost / (credit) - -

f) Settlement cost / (credit) - -

g) Net actuarial (gain) / loss recognized in the period (21,962) 1,61,401


49

ANNUAL REPORT 2016-17D) Post-retirement medical benefit (PRMB): Actuarial valuation of the Post-retirement medical

benefit (PRMB) liability as on 31st March 2017, as per AS-15(R).





d) Past service cost - -




h) Benefits paid (2,25,534) -

i) Actuarial (gain) / loss 1,69,534 -

j) Present value of the defined benefit obligation as at the endof period 8,75,924 5,56,954
















g) Funded status (8,75,924) -



a) Actuarial gain/ (loss) for the period - obligation (1,69,534) -


c) Total (gain) / loss for the period 1,69,534 -

d) Actuarial (gain) / loss recognized in the period 1,69,534 -




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

c) Funded status (8,75,924) (5,56,954)




50




b) Past service cost - -


d) Expected return on plan assets - -

e) Curtailment cost / (credit) - -

f) Settlement cost / (credit) - -

g) Net actuarial (gain) / loss recognized in the period 1,69,534 -


Employee benefits provisions are non-funded liabilities.

Note 28:- OTHERS DISCLOSURES

Previous Years figures has been regrouped wherever it necessary.

In terms of our Report of even date, For on or behalf of Board of DirectorsFor Rajesh Krishna Khanna and Associates IIFCL Asset Management Company LimitedChartered AccountantsFRN NO. 007694N



Sd/-Dr. E S Rao



DIN NO. - 06734357

Sd/- Ajay PS Saini


Sd/-Sumiran Bansal


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

CIN: U65991DL2012GOI233601Regd. Office : 301-312, 3rd Floor, Ambadeep Bulding, 14 Kasturba Gandhi Marg,

New Delhi -110001Ph : 011-43717125/26, Fax No. 011-23445119

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

ATTENDANCE SLIP

Name of the Attending Member (in block letters)

Folio No.

No. of Shares held

Name of Proxy (in block letters, to be filled if

the proxy attends instead of the member)

I, hereby record my presence at the 5th Annual General Meeting of the Comp any held on Monday , the25th day of September , 2017 at 4.00 p.m at the Board Room of India Infrastructure Finance Comp anyLimited (IIFCL), 8th Floor , H.T. House Building, 18 & 20 Kasturba Gandhi Marg, New Delhi-1 10001.

Member's/Proxy's Signature

NOTES :

1. The attendance slip should be signed as per the specimen signature registered with theComp any. Such duly completed and signed Attendance Slip (s) should be handed over tothe Head Company Secretariat &Compliances 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.

Form No. MGT -11Proxy 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 LimitedRegistered office: 301-312, 3rd Floor, Ambadeep Building, 14, Kasturba Gandhi Marg, New Delhi-110001.

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 attend and vote (on a poll) for me/us and on my/our behalf at the 5th Annual General Meetingof the company, to be held on Monday the 25th day of September ,2017at 4.00 p.m. at the Board Room of IndiaInfrastructure Finance Company Limited (IIFCL), 8th Floor, HT House Building, 18 & 20, Kasturba Gandhi Marg,New Delhi- 110001 and at any adjournment thereof in respect of such resolutions as are indicated below:

Resolution No.

1. ____________

2. ____________

3. ____________

4. ____________

Signed this __________day of __________2017

Signature of Shareholder

Signature of Proxy holder(s)

Note : This form of proxy in order to be effective should be duly completed and deposited at theRegistered Office of the Comp any, not less than 48 hours before the commencement of the Meeting.

Affixrevenuestamp of

`1

Documents

S.No Contents Page No.iifclmf.com/wp-content/uploads/2018/01/Annual-Report...M/s Rajesh Krishna Khanna & Associates, Chartered Accountants 6A/1, W.E.A, Karol Bagh , New Delhi-1 10005