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Download Annual Report PDF Format 2015 | 2014 | 2013 | 2012 | 2011
Directors Report Year End : Mar '15    « Mar 14
Dear Members,
 
 The Directors have pleasure in presenting the Eighteenth Annual Report
 on the business and operations of the Company together with the audited
 financial statements for the financial year ended March 31,2015.
 
 The Company''s financial performance, for the year ended March 31,
 2015 is summarised on the facing page.
 
 OPERATIONS REVIEW
 
 Your Company is engaged inter alia in the business of financing
 infrastructure projects in sectors like energy, telecommunication,
 transportation, commercial and industrial projects including hospitals,
 education, tourism and hotels.
 
 Balance Sheet grew by 17% Year on Year (YoY) to reach H 86,520 crore
 and Net Loans at H 52,427 crore witnessed a reduction of 10% YoY As on
 March 31,2015, IDFC''s total exposure was H 75,573 crore, of which
 Energy was highest at 37%, followed by Telecommunication 24%,
 Transportation 24%, and Others 15%.
 
 DIVIDEND
 
 Your Directors are pleased to recommend a dividend of H 2.60 per equity
 share of H 10 each (i.e. 26%) for the year ended March 31,2015.
 
 The Register of Members and Share Transfer Books will remain closed
 from July 25, 2015 to July 30, 2015 (both days inclusive) for the
 purpose of payment of dividend for the financial year ended March
 31,2015.
 
 Dividend will be paid to those Members whose names appear in the
 Register of Members as on July 24, 2015; in respect of shares held in
 dematerialised form, it will be paid to those Members whose names are
 furnished by National Securities Depository Limited and Central
 Depository Services (India) Limited, as beneficial owners as on that
 date.
 
 Above dividend would be paid subject to approval by the Members at the
 ensuing Annual General Meeting (AGM).
 
 DEMERGER
 
 IDFC Limited (IDFC or the Company) was granted an
 In-principle approval by the Reserve Bank of India on April 9, 2014
 (RBI In-Principle Approval) to set up a new bank in the private
 sector under Section 22 of the Banking Regulation Act, 1949.
 Accordingly, a new company namely IDFC Bank Limited
 
 (IDFC Bank ) was incorporated on October 21,2014.
 
 The terms and conditions contained in the RBI in principle approval and
 the Guidelines for Licensing of New Banks in the Private Sector dated
 February 22, 2013 (RBI New Banking Guidelines) requires IDFC to
 transfer all lending and financing business (Financing
 Undertaking) to IDFC Bank. Accordingly, the Financing Undertaking is
 to be demerged into IDFC Bank pursuant to a Scheme of Arrangement under
 Sections 391 to 394 of the Companies Act, 1956 (Demerger Scheme).
 
 IDFC Bank will, without any further act or deed, issue and allot to the
 Shareholders of IDFC whose name is recorded in the register of members
 of IDFC as on the Record Date, equity shares of IDFC Bank in the ratio
 of one (1) equity share having a face value of H 10 each of IDFC Bank
 for every one (1) equity share having a face value of H 10 each of
 IDFC, each equity share being fully paid-up.
 
 On completion of demerger, equity share capital of IDFC Bank will be
 held approximately 53% by IDFC Financial Holding Company Limited
 (IDFC FHCL''), a 100% subsidiary of IDFC and approximately 47% by
 the Shareholders of IDFC (as on the Record Date).
 
 The Board of Directors of the Company at its meeting held on October
 30, 2014 approved the Demerger Scheme.
 
 The Shareholders of IDFC at the Court Convened Meeting held on April 9,
 2015 unanimously approved the Demerger Scheme.  The Hon''ble High
 Court of Judicature at Madras, vide it''s Order dated June 25, 2015, has
 sanctioned the Demerger Scheme.
 
 The Demerger Scheme will be effective inter alia upon receipt of final
 approval from the RBI for undertaking banking operations. After the
 Scheme becoming effective, the shares of IDFC Bank will be listed on
 National Stock Exchange of India Limited (NSE) and BSE Limited
 (BSE).
 
 SUBSIDIARY COMPANIES
 
 IDFC has nine direct subsidiary companies, as on date which are as
 follows:
 
 - IDFC Financial Holding Company Limited
 
 - IDFC Alternatives Limited
 
 - IDFC Trustee Company Limited
 
 - IDFC Projects Limited
 
 - IDFC Finance Limited
 
 - IDFC Securities Limited
 
 - IDFC Asset Management Company Limited
 
 - IDFC AMC Trustee Company Limited
 
 - IDFC Foundation (a Company within the meaning of Section 8 of the
 Companies Act, 2013)
 
 In addition,
 
 a. IDFC Financial Holding Company Limited has a wholly owned subsidiary
 company namely IDFC Bank Limited.
 
 b. IDFC Alternatives Limited has one wholly owned subsidiary company,
 namely IDFC Capital (Singapore) Pte. Limited.
 
 c. IDFC Securities Limited has two wholly owned subsidiary companies
 namely IDFC Securities Singapore Pte. Limited and IDFC Capital (USA)
 Inc.
 
 d. IDFC Asset Management Company Limited has one subsidiary, namely
 IDFC Investment Managers (Mauritius) Limited.
 
 e. IDFC holds 49% stake in IDFC Infra Debt Fund Limited and the
 remaining 51% is held by IDFC Alternatives Limited and IDFC Finance
 Limited.
 
 During the year under review the following changes took place in the
 group corporate structure of your Company:
 
 1. On August 28, 2014, the entire equity stake in IDFC Primary
 Dealership Company Limited and IDFC Housing Finance Company Limited
 which was held by IDFC was transferred to IDFC Alternatives Limited,
 thereby making the said companies wholly owned subsidiaries of IDFC
 Alternatives Limited.
 
 On September 26, 2014, the Scheme of Amalgamation under Sections 391 to
 394 of Companies Act, 1956 was filed with the Hon''ble High Court of
 Bombay to amalgamate IDFC Project Equity Company Limited, IDFC Housing
 Finance Company Limited and IDFC Primary Dealership Company Limited
 (the wholly owned subsidiaries of IDFC Alternatives Limited) with IDFC
 Alternatives Limited. The Hon''ble High Court of Bombay approved the
 amalgamation of the above entities on January 30, 2015 and the merger
 became effective post filing of the court order with the Registrar of
 Companies on March 12, 2015, with appointed date October 1,2014.
 
 2. On September 29, 2014, the entire equity stake held by IDFC in
 Galaxy Mercantiles Limited and Neopro Technologies Private Limited were
 sold.
 
 3. IDFC Bank Limited was incorporated as a wholly owned subsidiary of
 IDFC on October 21, 2014.
 
 4. IDFC Financial Holding Company Limited was incorporated as a wholly
 owned subsidiary of IDFC on November 7, 2014.
 
 On December 26, 2014, the entire equity Stake of IDFC Bank Limited
 which was held by IDFC was transferred to IDFC Financial Holding
 Company Limited, thereby making IDFC Bank Limited wholly owned
 subsidiary of IDFC Financial Holding Company Limited.
 
 5. An application was filed with Hon''ble High Court of Bombay for
 merger of IDFC Investment Advisors Limited with IDFC Asset Management
 Company Limited on November 26, 2014. The Hon''ble High Court of
 Bombay approved the amalgamation of the above entities on April 18,
 2015 and merger became effective post filing of the court order with
 the Registrar of Companies on June 23, 2015, with appointed date April
 1, 2015.
 
 6. On December 12, 2014, an application for voluntary winding up of
 IDFC Fund of Funds Limited was filed with the concerned regulatory
 authority and the same was dissolved.
 
 7. IDFC Infra Debt Fund Limited was incorporated on March 7, 2014 as a
 wholly owned subsidiary of IDFC Limited, an Infrastructure Finance
 Company (IFC). As per RBI guidelines prescribed for Infra Debt Fund
 (IDFs), Sponsor IFCs would be allowed to contribute a maximum up to
 49% of the equity capital of IDF NBFCs. Accordingly, IDFC Infra Debt
 Fund Limited made a preferential allotment to two of the wholly owned
 subsidiaries of IDFC Limited namely IDFC Alternatives Limited and IDFC
 Finance Limited.  Post preferential allotment, IDFC holds 49% stake in
 IDFC Infra Debt Fund Limited and the remaining 51% is held by IDFC
 Alternatives Limited and IDFC Finance Limited.
 
 8. On March 26, 2015, the entire equity stake of IDFC Capital
 (Singapore) Pte. Limited was transferred from IDFC Securities Limited
 to IDFC Alternatives Limited.
 
 The Board of Directors of IDFC reviews the affairs of its subsidiary
 companies regularly.
 
 In accordance with the provisions of Section 129(3) of the Companies
 Act, 2013, the Company has prepared Consolidated Financial Statement
 including requisite details of all the subsidiaries. Further, a
 statement containing the salient features of the financial statement
 and all other requisite details of all the subsidiary companies in the
 format AOC-I is appended as Annexure 1. The statement also provides
 details of performance, financial positions of each of the
 subsidiaries.
 
 In accordance with Section 136 of the Companies Act, 2013, the audited
 Financial Statements together with the Consolidated Financial Statement
 and related information of the Company and audited accounts of each
 subsidiary company are available on the website of the Company
 www.idfc.com.
 
 Detailed analysis of the performance of IDFC and its businesses,
 including initiatives in the areas of Risk Management, Human Resources,
 Information Technology and IDFC Foundation activities, has been
 presented in the section on Management Discussion & Analysis of this
 Annual Report.
 
 JOINT VENTURES
 
 IDFC Foundation, a Section 8 Company within meaning of the Companies
 Act, 2013 and a wholly owned subsidiary of the Company has following
 three Joint Ventures:
 
 - Delhi Integrated Multi-Modal Transit System Limited (DIMTS)
 
 - Infrastructure Development Corporation (Karnataka) Limited
 (iDeCK)
 
 - Uttarakhand Infrastructure Development Company Limited (UDeC)
 
 ASSOCIATES
 
 IDFC has two associate companies namely Feedback Infra Private Limited
 and Millennium City Expressways Private Limited.
 
 During the year, the Company acquired 29.98% equity stake in Millennium
 City Expressways Private Limited.
 
 In addition, IDFC Projects Limited, a wholly owned subsidiary of the
 Company, has one associate company namely Jetpur Somnath Tollways
 Private Limited.
 
 PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
 
 IDFC had 529 employees as on March 31,2015 and 881 employees at the
 group level.
 
 In terms of the provisions of Section 197(12) of the Act read with
 Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of
 Managerial Personnel) Rules, 2014, a statement showing the names and
 other particulars of the employees drawing remuneration in excess of
 the limits set out in the said rules are provided in this Annual
 Report. Having regard to the provisions of the first proviso to Section
 136(1) of the Act, the Annual Report excluding the aforesaid
 information is being sent to the members of the Company. The said
 information is available for inspection at the Registered Office and
 Corporate Office of the Company during working hours and any member
 interested in obtaining such information may write to the Company
 Secretary and the same will be furnished on request.
 
 Disclosures pertaining to remuneration and other details as required
 under Section 197(12) of the Act read with Rule 5(1) of the Companies
 (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is
 appended as Annexure 2.
 
 SHARE CAPITAL UPDATE
 
 During the year, the Company issued and allotted 3,494,615 equity
 shares of the Company to eligible employees of IDFC and its
 subsidiaries on exercise of options granted under Employee Stock Option
 Scheme 2007.
 
 On September 16, 2014, the Company raised an amount of over H 1,000
 crore by allotment of 73,000,000 equity shares of the Company by way of
 Qualified Institutional Placement to Domestic Institutions. This issue
 of capital was required to achieve domestic company status and bring
 down the foreign shareholding in IDFC below 50% as required by RBI New
 Banking Guidelines.
 
 EMPLOYEE STOCK OPTION SCHEME (ESOS)
 
 Pursuant to the resolution passed by the Members at the AGM held on
 August 2, 2006, IDFC had introduced Employee Stock Option Scheme 2007
 (the ESOS Scheme) to enable the employees of IDFC and its
 subsidiaries to participate in the future growth and financial success
 of the Company. Out of 32,889,410 Options outstanding at the beginning
 of the current financial year, 1,209,752 Options lapsed on account of
 cancellations and 3,494,615 Options were exercised during the year.
 
 Additionally, during the year, 3,300,000 Options were granted to
 eligible employees under the ESOS Scheme. Accordingly, 31,485,043
 Options remain outstanding as of March 31,2015.
 
 All Options vest in graded manner and are required to be exercised
 within a specific period. The Company has used the intrinsic value
 method to account for the compensation cost of stock to employees of
 the Company.  Intrinsic value is the amount by which the quoted market
 price of the underlying share on the date, prior to the date of the
 grant, exceeds the exercise price on the Option.
 
 Disclosures as required by Clause 12 of the Securities and Exchange
 Board of India (Employee Stock Option Scheme and Employee Stock
 Purchase Scheme) Guidelines, 1999, are appended as Annexure 3.
 
 MANAGEMENT DISCUSSION & ANALYSIS AND REPORT ON CORPORATE GOVERNANCE
 
 In compliance with the provisions of Clause 49 of the Listing
 Agreement, separate detailed chapters on Management Discussion &
 Analysis, Report on Corporate Governance and Additional Shareholder
 Information forms part of this Annual Report.
 
 BUSINESS RESPONSIBILITY REPORT
 
 SEBI, through its circular CIR/CFD/DIL/8/2012 dated August 13, 2012,
 mandated inclusion of Business Responsibility Report (BRR) as
 part of the Annual Report for top 100 listed entities based on market
 capitalisation at BSE and NSE as on March 31 2012.
 
 In compliance with the said circular, a separate report called BRR
 forms part of this Annual Report which is hosted on the Company''s
 website: http://www.idfc.com/ investor_relations/annual_report.htm
 
 PUBLIC DEPOSITS
 
 During FY15, your Company has not accepted any deposits from the public
 within the meaning of the provisions of the Non-Banking Financial
 Companies Acceptance of Public Deposits (Reserve Bank) Directions, 1998
 or under Chapter V of the Companies Act, 2013.
 
 PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
 
 Pursuant to Section 186(11) of the Companies Act, 2013 loans made,
 guarantees given or securities provided or acquisition of securities by
 a company engaged in the business of financing of companies or of
 providing infrastructural facilities in the ordinary course of its
 business are not applicable, hence not given.
 
 VIGIL MECHANISM / WHISTLE BLOWER POLICY
 
 IDFC had already adopted a Whistle Blower Policy, which included
 reporting to the Management instances of unethical behaviour, actual or
 suspected fraud or violation of the Company''s Code of Conduct or
 Ethics Policy.  The Whistle Blower Policy had been modified in light of
 the new provisions prescribed under the Companies Act, 2013 to ensure
 that the Audit Committee directly oversees the Vigil Mechanism.
 
 The details of Vigil Mechanism are posted on the website of the Company
 www.idfc.com
 
 FOREIGN EXCHANGE
 
 The particulars regarding foreign exchange expenditure and earnings are
 furnished at Item Nos. 29 & 30 in the Notes forming part of the
 Standalone Financial Statements.
 
 PARTICULARS REGARDING CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION
 
 Since the Company does not carry out any manufacturing activity, the
 particulars regarding conservation of energy, technology absorption and
 other particulars as required by the Companies (Accounts) Rules, 2014
 are not applicable.
 
 DIRECTORS AND KEY MANAGERIAL PERSONNEL
 
 In accordance with the Articles of Association of the Company and
 pursuant to the provisions of Section 152 of the Companies Act, 2013,
 
 Mr. Joseph Dominic Silva (DIN: 06388807)
 
 would retire by rotation at the ensuing AGM and being eligible, offers
 himself for reappointment.
 
 During the year, Mr. Shardul Shroff, Independent Director (ID) of the
 Company resigned from the Board with effect from June 3, 2014. The
 Board placed on record its appreciation for the valuable services
 rendered by him during his tenure as an ID of the Company.
 
 Based on the recommendation of Nomination and Remuneration Committee
 (NRC) of the Company and subject to the approval of the Members at
 the AGM, the Board of Directors of the Company at its meeting held on
 June 3, 2014, accorded its consent to appoint Mr. S. H. Khan (DIN:
 00006170), Mr. Gautam Kaji (DIN: 02333127) and Mr. Donald Peck (DIN:
 00140734) as IDs of the Company under the Companies Act, 2013, for a
 period of two (2) consecutive years to hold office from the conclusion
 of
 
 the 17th AGM till the conclusion of the 19th AGM of the Company. The
 Shareholders of the Company at the 17th AGM held on July 29, 2014
 approved the appointment of Mr. S. H. Khan, Mr. Gautam Kaji and Mr.
 Donald Peck as IDs of the Company.
 
 Based on the recommendation of NRC, the Board of Directors at its
 meeting held on January 29, 2015 accorded its consent to appoint
 remaining IDs namely Mr. S. S Kohli (DIN: 00169907), Ms. Marianne
 0kland (DIN: 03581266) and Dr. Omkar Goswami (DIN: 00004258) as IDs of
 the Company under the Companies Act, 2013, for a period of three (3)
 consecutive years to hold office till the conclusion of the 20th AGM of
 the Company. The Shareholders of the Company approved the appointment
 of Mr. S. S. Kohli, Ms. Marianne 0kland and Dr. Omkar Goswami as IDs of
 the Company by way of Postal Ballot on March 30, 2015.
 
 Based on the recommendation of the NRC of the Company and subject to
 the approval of the Members at the AGM, the Board has, on June 30,
 2015, appointed Mr. Vinod Rai (DIN: 01119922) as an Additional Director
 in the category of Independent Director of the Company. It is proposed
 to appoint him for a period of three (3) consecutive years at the
 ensuing AGM to hold office from the conclusion of the 18th AGM till the
 conclusion of the 21st AGM of the Company.
 
 The Company has received a declaration from the aforesaid Directors, at
 the time of appointment and also on or before first meeting of the
 Board of Directors held in FY15, that they meet the criteria of
 independence specified under sub-section (6) of Section 149 of the
 Companies Act, 2013, read with Rule 5 of the Companies (Appointment and
 Qualification of Directors) Rules 2014, for holding the position of ID
 and that they shall abide by the Code for Independent Directors as
 per Schedule IV of the Companies Act, 2013.
 
 The Board at its meeting held on June 3, 2014 identified the following
 officials as Key Managerial Personnel pursuant to Section 203 of the
 Companies Act, 2013:
 
 1. Mr. Vikram Limaye - Managing Director & CEO
 
 2. Mr. Sunil Kakar - Chief Financial Officer
 
 3. Mr. Mahendra N. Shah - Company Secretary
 
 BOARD AND AUDIT COMMITTEE
 
 During the year six Board Meetings and four Audit Committee Meetings
 were held.
 
 Audit Committee comprises of Mr. S. H. Khan-Chairman (DIN: 00006170),
 
 Ms. Marianne 0kland (DIN: 03581266),
 
 Mr. Gautam Kaji (DIN: 02333127), Dr. Omkar Goswami (DIN: 00004258) and
 Ms. Snehlata Shrivastava (DIN: 06478173).
 
 All the recommendations made by the Audit Committee during the year
 were accepted by the Board.
 
 The details of the constitution and meetings of the Board and the
 Committees held during the year are provided in the Corporate
 Governance Report which forms part of this Annual Report.
 
 BOARD EVALUATION
 
 The process indicating the manner in which formal annual evaluation of
 the Directors,
 
 Board and Board level committees are given in detail in the Corporate
 Governance Report, which forms part of this Annual Report.
 
 NRC / REMUNERATION POLICY
 
 The Company has a policy in place for identification of Independence,
 Qualifications and positive attributes of Directors. IDFC is in the
 process of developing a Remuneration Policy for the Directors, Key
 Managerial Personnel, Senior Management and Other Employees.
 
 The remuneration of the Executive Directors is recommended by NRC to
 the Board for their approval.
 
 SPECIAL BUSINESS
 
 The Board of Directors recommends the following items under special
 business for approval of the Shareholders at the ensuing AGM:
 
 a. Appointment of Mr. Vinod Rai (DIN: 01119922) as a Director in the
 category of Independent Director, of the Company, for a period of three
 (3) consecutive years to hold office from the conclusion of the 18th
 AGM till the conclusion of the 21st AGM of the Company,
 
 b. Approval to offer & issue non-convertible securities under Private
 Placement.
 
 AUDITORS
 
 Deloitte Haskins & Sells LLP Chartered Accountants (DHS)
 (Registration No. 117366W / W-100018), will retire as the Statutory
 Auditors of the Company at the ensuing AGM.
 
 DHS, the retiring auditors, have confirmed that their appointment, if
 made, would be in conformity with the provisions of Section 139(1) read
 with Rule 4 of the Companies (Audit and Auditors) Rules, 2014 and
 Section 141 of the Companies Act, 2013, and have given their consent to
 be appointed.
 
 The approval of the Members is requested, by passing an Ordinary
 Resolution, to reappoint DHS as Statutory Auditors of the Company for a
 period of 1 (one) year, to hold office from the conclusion of this AGM
 up to the conclusion of the next AGM of the Company.
 
 SECRETARIAL AUDIT
 
 Pursuant to the provisions of Section 204 of the Companies Act, 2013
 and Rule 9 of the Companies (Appointment and Remuneration of Managerial
 Personnel) Rules, 2014, the Company had appointed BNP & Associates,
 Company Secretaries to undertake the Secretarial Audit of the Company
 for FY15.
 
 The Secretarial Audit Report is appended as Annexure 4.
 
 INTERNAL CONTROL SYSTEMS
 
 The Company has in place, adequate systems of Internal Control to
 ensure compliance with policies and procedures. It is being constantly
 assessed and strengthened with new / revised standard operating
 procedures and tighter Information Technology controls.  Internal
 audits of all the business units of the Company are regularly carried
 out to review the Internal Control Systems. The Audit Reports of
 Internal Auditors i.e. KPMG along with their recommendations and
 implementation contained therein are regularly reviewed by the Audit
 Committee of the Board.
 
 KPMG verified the key Internal Financial Control by reviewing key
 controls impacting financial reporting and overall risk management
 procedures of the Company and found the same satisfactory. It was
 placed before the Audit Committee of the Company.
 
 CONCURRENT AUDIT
 
 KPMG has been appointed as Concurrent Auditors for FY16 to augment the
 existing internal control framework and ensure compliance to the
 policies and procedures as laid out by the Company. The scope of
 coverage includes the areas of Fixed Income Treasury, Proprietary
 Equity, Borrowing and Regulatory Compliance & Reporting.
 
 RISK MANAGEMENT POLICY
 
 IDFC has a robust risk management practice that enables it to book,
 manage and mitigate risks in its businesses. The Company has a
 comprehensive Enterprise Risk Management framework which has been
 adopted across all entities in the group and covers all three types of
 risks—credit, market and operational risks. The Board through its
 Risk Committee monitors and reviews Risk Management of the Company on a
 regular basis. Our Company has Board approved Group Operational Risk
 Management Policy which endeavours to lay down broad principles for
 operational risk management. The Risk Management Group is headed by the
 Chief Risk Officer. The details of Risk Management Framework are
 provided in Management Discussion and Analysis.
 
 INSTANCES OF FRAUD, IF ANY REPORTED BY THE AUDITORS
 
 There have been no instances of fraud reported by the Auditors under
 Section 143(12) of the Companies Act, 2013.
 
 SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS /
 TRIBUNAL
 
 The Hon''ble High Court of Judicature at Madras by an Order dated
 February 20, 2015 in Company Application No. 169, 170 and 171 of 2015
 directed to convene the meeting of the equity Shareholders to approve
 the Demerger Scheme, dispensed with the convening and holding of the
 meeting of the secured creditors subject to fulfilling conditions and
 dispensed with the requirement of following the procedure under Section
 101(2) of the Companies Act, 1956 by IDFC Limited. The Company has
 complied with the aforesaid Court Orders.
 
 The Hon''ble High Court of Judicature at Madras, vide it''s Order dated
 June 25, 2015, has sanctioned the Scheme of Arrangement among IDFC
 Limited and IDFC Bank Limited and their respective Shareholders and
 Creditors under Sections 391 to 394 of the Companies Act, 1956.
 
 ANTI SEXUAL HARASSMENT POLICY
 
 The Company at its Board Meeting held on April 30, 2015 adopted a
 policy on Anti Sexual Harassment. There were no instances of Sexual
 Harassment that were reported during the period under review.
 
 TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
 
 Pursuant to the applicable provisions of Companies Act, 1956 / 2013,
 the dividend / interest / refund of applications which remains
 unclaimed / unpaid for a period of seven years from the date of
 transfer to the unpaid dividend / interest / refund account was
 required to be transferred to the Investor Education and Protection
 Fund (IEPF) established by the Central Government and no claim shall
 lie against the Company.
 
 Accordingly, an amount of H 12,34,533 being unclaimed / unpaid dividend
 for the year 2006-07 and which remained unpaid and unclaimed for a
 period of 7 years has been transferred by the Company to the IEPF.
 
 The Company updates the details of unclaimed / unpaid dividend /
 interest on the Company''s website (www.idfc.com) and on MCA website
 (www.mca.gov.in) from time to time.
 
 Further, the unpaid dividend amount pertaining to the financial year
 2007-08 will be transferred to IEPF during FY16.
 
 DIRECTORS'' RESPONSIBILITY STATEMENT
 
 To the best of their knowledge and belief and according to the
 information and explanations obtained by them, your Directors make the
 following statements in terms of Section 134(3) (c) of the Companies
 Act, 2013: t That in the preparation of the annual financial statements
 for the year ended March 31,2015, the applicable accounting standards
 have been followed along with proper explanation relating to material
 departures, if any;
 
 That such accounting policies have been selected and applied
 consistently and judgement and estimates have been made that are
 reasonable and prudent so as to give a true and fair view of the state
 of affairs of the Company as at March 31, 2015 and of the profit of the
 Company for the year ended on that date except having regard to the
 Part C of schedule II of the Companies Act, 2013, the Company has
 reviewed its policy of providing for depreciation on its tangible fixed
 assets on straight line basis. Previously straight line method was used
 for depreciating certain office equipment and leasehold improvements
 while other tangible fixed assets were depreciated using written down
 value method.  t That proper and sufficient care has been taken for the
 maintenance of adequate accounting records in accordance with the
 provisions of the Companies Act, 2013 for safeguarding the assets of
 the Company and for preventing and detecting fraud and other
 irregularities;
 
 - That the annual financial statements have been prepared on a going
 concern basis;
 
 - That proper internal financial controls were in place and that the
 financial controls were adequate and were operating effectively.
 
 - That systems to ensure compliance with the provisions of all
 applicable laws were in place and were adequate and operating
 effectively.
 
 GREEN INITIATIVE
 
 In accordance with the ''Green Initiative'', the Company has been
 sending the Annual Report / Notice of AGM in electronic mode to those
 Shareholders whose e-mail Ids are registered with the Company and / or
 the Depository Participants.
 
 Your Directors are thankful to the Shareholders for actively
 participating in the Green Initiative.
 
 EXTRACT OF ANNUAL RETURN
 
 The extract of the Annual Return in the prescribed Form No. MGT 9 is
 appended as Annexure 5.
 
 CORPORATE SOCIAL RESPONSIBLITY
 
 Corporate Social Responsibility Committee was constituted during the
 year comprising of Dr. Rajiv B. Lall, Chairman (DIN: 00131782);
 
 Mr. Vikram Limaye (DIN: 00488534) and Dr. Omkar Goswami (DIN:
 00004258). The disclosure of contents of the Corporate Social
 Responsibility Policy of the Company as prescribed in the Companies
 (Corporate Social Responsibility Policy) Rules, 2014 is appended as
 Annexure 6.
 
 RELATED PARTY TRANSACTION
 
 In all related party transactions that were entered into during the
 financial year, an endeavour was made consistently that they were on an
 arm''s length basis and were in the ordinary course of business. IDFC
 has always been committed to good corporate governance practices,
 including matters relating to Related Party Transactions.
 
 Pursuant to the provisions of Companies Act, 2013 and Rules made there
 under & recent amendments in Clause 49 of the Listing Agreement and in
 the back-drop of the Company''s philosophy on such matters, on the
 recommendation of the Audit Committee the Board approved Policy on
 Related Party Transactions at it''s meeting held on January 29, 2015.
 The said policy is also uploaded on the website of the Company.
 
 Since all related party transactions entered into by the Company were
 in the ordinary course of business and were on an arm''s length basis,
 Form AOC-2 is not applicable to the Company.
 
 ACKNOWLEDGEMENTS
 
 We are grateful to the Government of India, State Governments, National
 Highways Authority of India, RBI, SEBI, Stock Exchanges, Hon''ble Madras
 High Court, Hon''ble Bombay High Court, various Ministries and other
 domestic and overseas regulatory bodies for their continuous
 collaboration and support.
 
 We would like to thank all our Shareholders, Bondholders, Banks and
 Financial Institutions for their co-operation and assistance during the
 year under review.
 
 We would like to express our deep sense of appreciation for the hard
 work and efforts put in by the employees at all levels of the Company.
 
                                    For and on behalf of the Board
 
                                                     RAJIV B. LALL
 
                                                Executive Chairman
 
 Mumbai,
 
 June 30, 2015
 
Source : Dion Global Solutions Limited
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