The Directors present herewith the Nineteenth Annual Report on the
business and operations of the Company together with the audited
financial statements for the financial year ended March 31, 2016.
IDFC Limited (IDFC or the Company) received an In-principle
approval from the Reserve Bank of India ; (RBI) on April 9, 2014 to
set up a new bank under the Guidelines for Licensing of New Banks in
the Private Sector dated February 22, 2013. The terms and conditions
contained in the said Guidelines required IDFC to Transfer/ Demerge all
assets and liabilities of its lending businesses (Financing
Undertaking) to IDFC Bank Limited (IDFC Bank). Accordingly, the
Scheme of Arrangement amongst IDFC and IDFC Bank and their respective
Shareholders and Creditors under Section 391 to 394 of the Companies
Act, 1956 was filed with the Hon''ble High Court of Judicature at Madras
which was sanctioned vide the Order dated June 25, 2015. (Demerger
Pursuant to the Demerger Scheme, DFC Bank allotted one (1) equity share
having a face value of Rs. 10 each of IDFC Bank for every one (1) fully
paid-up equity share of IDFC held by shareholders whose names were
recorded in the Register of Members of IDFC as on the Record Date i.e.
October 5, 2015.
The net book value of assets which relate to the Financing Undertaking
as on ; the Appointed date (i.e. October 1, 2015) was Rs. 6,234.56
crore and the net worth of IDFC immediately before demerger was Rs.
OPERATIONS REVIEW AND FINANCIAL PERFORMANCE
During the year under review, your Company transferred its Financing
Undertaking into IDFC Bank effective October 1, 2015 post receipt of
approval from Hon''ble High Court of Madras to Demerger Scheme and on
fulfilment of all conditions mentioned in the Demerger Scheme and
receipt of Universal Banking License by IDFC Bank.
01 SUBSIDIARY COMPANIES
SR.NO NAME OF THE SUBSIDIARY DIRECT / INDIRECT
A DOMESTIC SUBSIDIARIES
i. IDFC Financial Holding
Company Limited Direct 100%
ii. IDFC Foundation (a
Company within the
meaning Direct 100%
of Section 8 of the
Companies Act, 2013)
iii. IDFC Projects Limited Direct 100%
iv. IDFC Bank Limited Indirect through
IDFC FHCL (approx) 53%
v. IDFC Infra Debt Fund
Limited Indirect through
IDFC FHCL (approx) 81.5%
vi. IDFC Alternatives
Limited Indirect through
IDFC FHCL 100%
vii. IDFC Trustee Company
Limited Indirect through
IDFC FHCL 100%
viii. IDFC Securities Limited Indirect through
IDFC FHCL 100%
ix. IDFC Asset Management
Company Limited Indirect through
IDFC FHCL (approx) 75%
x. IDFC AMC Trustee
Company Limited Indirect through
IDFC FHCL (approx) 75%
xi. IDFC Finance Limited Indirect through
IDFC Projects Limited 100%
B FOREIGN SUBSIDIARIES
xii. IDFC Capital (Singapore)
Pte. Limited Indirect through
xiii. IDFC Securities
Singapore Pte. Limited Indirect through IDFC
Securities Limited 100%
xiv. IDFC Capital (USA) Inc. Indirect through IDFC
Securities Limited 100%
Indirect through IDFC
xv. DFC investment Managers
(Mauritius) Limited (approx) 75%
Till September 30, 2015, your Company operated as Infrastructure
Finance Company, financing infrastructure projects in sectors like
energy, telecommunication, transportation, commercial and industrial
projects, including hospitals, education, tourism and hotels.
Financing Undertaking is the lending and financing business of IDFC
including all assets and liabilities pertaining to financing
Residual Undertaking post demerger of Financing Undertaking comprises
of holding shares in IDFC Financial Holding Company Limited (IDFC
FHCL) and certain other entities, goodwill, intellectual property
rights and windmill operations.
To reflect the correct position post demerger, financial performance of
the Company is shown as operations from continuing business (Residual
Undertaking) and from discontinuing
business (Financing Undertaking) in Standalone Financial Statements
From October 1, 2015, your Company is operating as NBFC - Investment
Company mainly holding investment in IDFC FHCL (NOFHC), which in turn,
holds investments in IDFC Bank DFC Alternatives Limited, IDFC Asset
Management Company Limited, IDFC Securities Limited and IDFC Infra Debt
Balance Sheet size reduced from Rs. 86,520 crore as at March 31, 2015
to Rs. 9,620 crore as at March 31, 2016 on account of transfer of all
assets and liabilities pertaining to Financing Undertaking to IDFC
Bank. Profit from continuing operations was Rs. 141.69 crore for FY16
as compared to Rs. 66.63 crore for FY15. Loss from discontinuing
operations (after exceptional item - refer note 28 in Standalone
Financial Statements) was Rs. 1,969.48 crore for FY16 as compared to
profit of Rs. 2,093.99 crore in FY15. As a result, the net loss for the
year was Rs. 1,162.14 crore as compared to profit of Rs. 1,685.49 crore
in previous year.
During the year, the Company has transferred Rs. 200 crore (Previous
year Rs. 480 crore) to Special Reserve u/s 36(1)(viii) of the Income
Tax Act, 1961.
Details of Business Overview and Outlook of the Company and it''s
subsidiaries are appearing in the chapter Management Discussion and
Analysis which forms part of this Annual Report.
In view of losses incurred during the year, the Directors did not
recommend any dividend for FY16.
IDFC has Eleven direct / indirect domestic subsidiaries and Four
indirect foreign subsidiaries, as on date which are given in Table 1.
During the year under review the following changes took place in the
group corporate structure of your Company:
1. Transfer of subsidiaries from IDFC to IDFC FHCL
IDFC received an In-principle approval from RBI on April 9, 2014 to set
up a new bank in private sector and the terms and conditions contained
in the Guidelines for Licensing of New Banks in the Private Sector
dated February 22, 2013 mandated that new bank would need to be set up
through a Non-Operative Financial Holding Company (NOFHC). The NOFHC
was required to hold the Bank as well as all the other financial
services entities of IDFC Group which are regulated by RBI or other
financial sector regulators. As per the said guidelines, IDFC FHCL was
incorporated as a non-operative financial holding company. IDFC
transferred the entire equity stake held in its regulated subsidiary
companies engaged in financial activities i.e. IDFC Alternatives
Limited, IDFC Trustee Company Limited, IDFC Securities Limited, IDFC
Infra Debt Fund Limited, IDFC Asset Management Company Limited and IDFC
AMC Trustee Company Limited to IDFC FHCL for consideration received in
2. Amalgamation of IDFC Investment Advisors Limited with IDFC Asset
Management Company Limited
DFC Investment Advisors Limited was amalgamated with IDFC Asset
Management Company Limited w.e.f. June 23, 2015 with the approval of
Hon''ble High Court of Bombay.
3. Transfer of equity stake of IDFC Finance Limited to IDFC Projects
Limited and amalgamation
DFC Finance Limited (IFL), which was a Non - deposit taking
Non-Banking Financial Company, surrendered the certificate of
registration to the RBI during FY16. Post surrender of the
registration, the entire share capital of FL was transferred by IDFC to
IDFC Projects Limited (IPL). Thereafter, an application has been
filed with the Hon''ble High Court of Bombay for amalgamation of IFL
with IPL. The said application was admitted by Hon''ble High Court of
Bombay on April 22, 2016. The entire process of amalgamation is
expected to be completed within 4 -5 months time.
4. Preferential allotment in IDFC Infra Debt Fund Limited
DFC Infra Debt Fund Limited (IDFC IDF), a wholly owned subsidiary of
IDFC FHCL, made a preferential allotment to Housing Development Finance
Corporation Limited and SBI Life Insurance Company Limited. Post the
preferential issue, the shareholding of IDFC FHCL in IDFC IDF stands
diluted to 81.48%.
DFC Foundation, a company within meaning of Section 8 of the Companies
Act, 2013 (the Act) and a wholly owned subsidiary of the Company has
following four Joint Ventures:
Delhi Integrated Multi-Modal Transit
System Limited (DIMTS)
Infrastructure Development Corporation (Karnataka) Limited (iDeCK)
Uttarakhand Infrastructure Development Company Limited (UDeC)
Rail Infrastructure Development Company (Karnataka) Limited (Joint
Venture of iDeCK)
DFC Projects Limited, a wholly owned subsidiary of IDFC, has one
Associate Company namely Jetpur Somnath Tollways Private Limited.
CONSOLIDATED FINANCIAL STATEMENTS
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 Act, the Company has prepared Consolidated Financial
Statements including requisite details of all the subsidiaries.
Further, a statement containing the salient features of the financial
statements 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
In accordance with Section 136 of the Act, the audited Financial
Statements together with the Consolidated Financial Statements and
related information of the Company and audited accounts of each
subsidiary company are available on the website of the Company -
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
SHARE CAPITAL UPDATE
During the year, the Company issued and allotted 1,239,802 equity
shares of the Company to eligible employees of DFC and its subsidiaries
on exercise of options granted under Employee Stock Option Scheme 2007.
As on March 31, 2016, the total paid up capita of IDFC was
1,594,020,668 equity shares of Rs.10 each
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
DFC had 13 employees as on March 31, 2016 and 2,776 employees at the
The Disclosure pertaining to 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 are
appended as Annexure 2.
EMPLOYEE STOCK OPTION SCHEME
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 31,485,043 Options outstanding at the beginning of the current
financial year, 35,64,400 Options lapsed / forfeited and 12,39,802
Options were exercised during the year. Additionally, during the year
12,898,500 Options were granted to eligible employees under the ESOS
Scheme. Accordingly, 39,579,341 Options remain outstanding as of March
31, 2016. All Options vested 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 of the Option.
The Nomination and Remuneration Committee (NRC) and the Board at
their respective meetings held on April 29, 2016 approved the proposal
for re-pricing and re-granting of Employee Stock Options (ESOPs)
already granted under IDFC Employee Stock Option Scheme, 2007 and
adoption of new IDFC Employee Stock Option Scheme, 2016 for granting
ESOPs to employees of IDFC and it''s Subsidiary Companies. The approval
of the shareholders was sought on the above proposals vide Postal
Ballot notice dated May 20, 2016, details of which are given in the
Corporate Governance Report which forms part of this Report. The
shareholders approved the new ESOP Scheme viz IDFC Employee Stock
Option Scheme, 2016 (IDFC ESOS 2016) with requisite majority, for
grant of stock options to the eligible employees of the Company and its
Further, during the year, there has been no material change in the IDFC
ESOP Scheme and the said scheme is in compliance with SEBI (Share Based
Employee Benefits) Regulations, 2014 as amended from time to time.
The disclosure requirements under the Securities and Exchange Board of
india (Share Based Employee Benefits) Regulations, 2014, for the
aforesaid ESOP Scheme, in respect of the year ended March 31, 2016, is
disclosed on the Company''s website - www.idfc.com.
MANAGEMENT DISCUSSION & ANALYSIS AND REPORT ON CORPORATE GOVERNANCE
In compliance with the provisions of Regulation 34(2)(e) of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015
(SEBI LODR Regulations''), separate detailed chapters on Management
Discussion & Analysis and Report on Corporate Governance forms part of
this Annual Report.
BUSINESS RESPONSIBILITY REPORT
Business Responsibility Report as stipulated under Regulation 34 of the
SEBI LODR Regulations has been hosted on the website of the Company -
www.idfc.com. Any Member interested in obtaining a physical copy of the
same may write to the Company Secretary.
During FY16, 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 Act.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
The provisions of Section 186 of the Act are not applicable to 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. Since IDFC was providing loans to
infrastructure projects upto September 30, 2015, the said Section was
not applicable for first six months of FY16.
Pursuant to Demerger scheme, all the lending business of IDFC was
transferred to IDFC Bank w.e.f. October 1, 2015. Accordingly, post
demerger, IDFC has remained as NBFC in the category of Investment
Company and has obtained license from RBI to that effect. Being an
Investment Company, the said Section is not applicable to IDFC.
Accordingly, the requisite details of loans, gurantees and investments
are 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 was modified in light of the
provisions of Vigil Mechanism prescribed under the Act and regulation
22 of SEBI LODR Regulations to ensure that the Audit Committee directly
oversees the Vigil Mechanism.
The details of Vigil Mechanism are posted on the website of the Company
There were no foreign exchange earning as on March 31, 2016. The
particulars regarding foreign exchange expenditure are furnished at
Item Nos. 29 in the Notes forming part of the Standalone Financial
PARTICULARS REGARDING CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION
The particulars regarding conservation of energy, technology absorption
and other particulars as required by the Companies (Accounts) Rules,
2014 are not applicable, hence not given.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
With profound grief and sadness we deeply regret the demise of one of
our respected Director Late Mr. S. H. Khan (DIN: 00006170) on January
12, 2016. He was associated with IDFC from February 11,1998 to August
Late Mr. S. H. Khan was actively involved with IDFC Group and will
always be remembered for his wealth of knowledge and experience. His
sudden death is an irreparable loss to us.
We, at IDFC Group convey our sincere and deep felt condolences to Late
Mr. S. H. Khan''s family.
There is no Director who is liable to retire by rotation at this AGM.
The Board appointed Mr. Vinod Rai (DIN: 01119922) as an Additional
Director of the Company in the category of ID on June 30, 2015. The
same was approved by the Shareholders of the Company at the 18th AGM
held on July 30, 2015. Mr. Vinod Rai was appointed as a Non- Executive
Independent Chairman w.e.f. October 31, 2015.
During the year, as a part of group restructuring, Dr. Rajiv B. Lall
(DIN: 00131782) and Dr. Omkar Goswami (DIN: 00004258 ) resigned as
Directors of the Company w.e.f. September 30, 2015 and August 06, 2015,
Mr. Gautam Kaji (DIN: 02333127) resigned as ID of the Company w.e.f.
August 05, 2015 and was appointed as an Additional Director of the
Company in the category of ID w.e.f. October 1, 2015 to hold office
till the conclusion of the 21st AGM of the Company to be held for FY18.
On October 31, 2015, Mr. Joseph Dominic Silva (DIN: 06388807) resigned
as a Nominee Director and Mr. Chintamani Bhagat (DIN: 07282200) was
appointed in his place as an Additional Director n the category of
Nominee Director representing Domestic and Foreign institutional
The Company places on record its sincere appreciation for the valuable
contribution and services rendered by the outgoing Directors.
The approval of the Shareholders is sought for the appointment of Mr.
Gautam Kaji and Mr. Chintamani Bhagat at the ensuing AGM.
The Shareholders of the Company, at the AGM held on July 29, 2014, had
approved the appointment of Mr. Donald Peck (DIN: 00140734) as D to
hold office till the conclusion of 19th AGM to be held for FY16. The
Board of Directors at its meeting held on April 29, 2016, reappointed
Mr. Donald Peck as ID to hold office till the conclusion of the 21st
AGM to be held for FY18. The approval of the Shareholders is sought for
the reappointment of Mr. Donald Peck at the ensuing AGM.
The Shareholders of the Company had appointed Mr. Vikram Limaye (DIN:
00488534) as Managing Director & CEO at the AGM held on July 29, 2013,
for a period of Three years w.e.f. May 2, 2013. Considering the vast
and valuable experience of Mr. Vikram Limaye and progress made by the
Company under his leadership and based on the recommendation of NRC and
subject to the approval of the Members at the ensuing AGM, the Board of
Directors at its meeting held on April 29, 2016, approved the
reappointment of Mr. Vikram Limaye as Managing Director & CEO for a
further period of 3 years with effect from May 1, 2016, on the terms
and conditions as set out in the Notice of ensuing AGM circulated along
with this report.
It is proposed to approve the reappointment of Mr. Vikram Limaye as
Managing Director & CEO at the ensuing AGM
Further, as a part of restructuring of IDFC Group, Mr. Sunil Kakar and
Mr. Mahendra Shah stepped down as Chief Financial Officer (CFO) and
Company Secretary (CS), respectively of IDFC w.e.f. October 31, 2015.
Further Mr. Bipin Gemani & Mr. Ketan Kulkarn were appointed as CFO and
CS, respectively w.e.f. October 31, 2015
DECLARATION OF INDEPENDENCE
The Company has received a declaration from IDs, at the time of their
respective appointments and also at the first meeting of the Board of
Directors held in FY16, that they meet the criteria of independence
specified under sub- section (6) and (7) of Section 149 of the Act,
read with Rule 5 of the Companies (Appointment and Qualification of
Directors) Rules, 2014 and SEBI LODR Regulations, for holding the
position of IDs and that they shall abide by the Code for Independent
Directors as per Schedule IV of the Act
BOARD AND ITS COMMITTEES
The details of the constitution and meetings of the Board and its
Committees held during the year are provided in the Corporate
Governance Report which forms part of this Annual Report.
During the year Six Board meetings were held. The Board has accepted
all recommendations of Audit Committee. The composition of Audit
Committee is as under:
i. Mr. Gautam Kaji—Chairperson
ii. Mr. Vinod Rai—Member
iii. Ms. Marianne Okland—Member
iv. Mrs. Snehlata Shrivastava—
Member (DIN: 06478173)
Pursuant to SEBI LODR Regulations and the Act, the process indicating
the manner in which formal annual evaluation of the Chairperson,
Directors, Board as a whole and Board level committees are given in the
Corporate Governance Report, which forms part of this Annual Report.
The Board approved the Remuneration Policy for the Directors, Key
Managerial Personnel, Senior Management Personnel and other Employees,
which is formulated in line with the requirements of the Act and SEBI
LODR Regulations. Details of the said policy are given in the
Corporate Governance Report which forms part of this Annual Report.
APPROVAL OF THE BORROWING LIMITS OF THE COMPANY, INCLUDING ISSUE OF
The Company, at its 17th AGM held on July 29, 2014, approved the
proposal to borrow monies up to Rs. 80,000 crore under Section
180(1)(c) of the Companies Act, 2013. Post demerger, since the Company
is now operating as Non-Banking Financial Company in the category of an
Investment Company, the borrowing requirements have reduced.
Accordingly, approval of the Shareholders is sought by way of special
resolution, to borrow money(ies) not exceeding a sum of Rs. 10,000
crore outstanding at any point of time, including by way of issue of
non-convertible securities on private placement basis.
The Board of Directors recommends the following items under special
business for approval of the Shareholders at the ensuing AGM:
a. Appointment of Mr. Gautam Kaji (DIN: 02333127) as ID;
b. Appointment of Mr. Chintamani Bhagat (DIN: 07282200) as a Nominee
c. Reappointment of Mr. Vikram Limaye (DIN: 00488534) as Managing
Director & CEO;
d. Reappointment of Mr. Donald Peck (DIN: 00140734) as ID; and
e. Approval of the Borrowing limits of the Company, including by way
of issue of non-convertible securities on private placement basis.
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 Sections 139(1) and
141 of the Act, read with Rule 4 of the Companies (Audit and Auditors)
Rules, 2014 and have given their consent to be appointed as Statutory
Auditors of IDFC for FY17.
The approval of the Members is sought, by passing an Ordinary
Resolution, to reappoint DHS as Statutory Auditors of the Company to
hold office from the conclusion of ensuing AGM till the conclusion of
the next AGM of the Company.
Pursuant to the provisions of Section 204 of the Act and Rule 9 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, the Company had appointed M/s. BNP & Associates, Company
Secretaries to undertake the Secretarial Audit of the Company for FY16.
The Secretarial Audit Report is appended as Annexure 3.
There are no qualifications or observations or other remarks made by
the Statutory Auditors and Secretarial Auditors in their respective
RELATED PARTY TRANSACTIONS
The Company has in place the policy on Related Party Transactions and
the same has been uploaded on the website of the Company -
www.idfc.com. The details pertaining to Related Party transactions and
related policies are provided in the Corporate Governance Report which
forms part of this Annual Report.
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.
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 audit
of the Company is regularly carried out to review inter alia the
Internal Control Systems. Recommendations made by Internal Auditors in
their reports on improving internal controls are regularly reviewed by
the Audit Committee of the Board.
DFC has robust risk management practices that enable it to book, manage
and mitigate risks in it''s business and the businesses of its
subsidiaries. The Company has a comprehensive Enterprise Risk
Management framework which covers all three types of risks- credit,
market and operational risks. The Board through its Risk Management
Committee monitors and reviews Risk Management of the Company and its
subsidiaries on a regular basis.
MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE
There are no material changes and commitments, affecting the financial
position of IDFC which has occurred between the end of FY16 and the
date of the Board''s report.
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 Act.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS /
The Hon''ble High Court of Judicature at Madras, vide it''s Order dated
June 25, 2015, sanctioned the Scheme of Arrangement among IDFC and IDFC
Bank and their respective Shareholders and Creditors under Sections 391
to 394 of the Companies Act, 1956.
Pursuant to the Demerger Scheme Long Term Infrastructure Bonds
(LTIBs) which formed part of the Financing Undertaking were required
to be transferred from IDFC to IDFC Bank. The Ministry of Finance,
Department of Financial Services, Government of india vide its letter
dated August 7, 2015 granted its approval to transfer the said LTIBs
from IDFC to IDFC Bank. Accordingly, LTIBs were transferred to IDFC
Bank with effect from October 1, 2015.
ANTI SEXUAL HARASSMENT POLICY
The Company has in place a policy on Anti Sexual Harassment. The
Company undertakes ongoing trainings to create awareness on this
policy. No instances of Sexual Harassment 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 / refund of applications which remains unclaimed / unpaid
for a period of seven years from the date of transfer to the unpaid
dividend / 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 Rs. 2,089,855 being unclaimed / unpaid
dividend for FY08 and which remained unpaid and unclaimed for a period
of 7 years has been transferred by the Company to IEPF.
The Company updates the details of unclaimed / unpaid dividend 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 FY09 will be
transferred to IEPF during FY17.
EXTRACT OF ANNUAL RETURN
The extract of the Annual Return in the prescribed Form No. MGT 9 is
appended as Annexure 4.
CORPORATE SOCIAL RESPONSIBILITY
Corporate Social Responsibility (CSR) Committee was re-constituted
during the year comprising of
i. Mr. Vikram Limaye (DIN: 00488534)—Chairperson ii. Mr. S. S. Kohli
(DIN: 00169907) iii. Mr. Donald Peck (DIN: 00140734) Pursuant to
Section 135 and Schedule VII of the Act and the Companies (Corporate
Social Responsibility Policy) Rules, 2014, as amended from time to time
and on recommendation of the CSR Committee, the Board of IDFC approved
the revised CSR Policy. The disclosure of contents of the CSR Policy is
appended as Annexure 5.
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 Act:
- that in the preparation of the annual financial statements for the
year ended March 31, 2016, 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, 2016 and of the profit / loss
of the Company for the year ended on that date;
- that proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Act for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities;
- that the annual financial statements have been prepared on a going
- 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
In accordance with the ''Green Initiative'', the Company has been sending
the Annual Report / Notice of AGM in electronic mode to those
Shareholders whose email Ids are registered with the Company and / or
the Depository Participants.
Directors are thankful to the Shareholders for actively participating
in the Green Initiative.
We are grateful to the Government of india, State Governments, RBI,
SEBI, Stock Exchanges, Hon''ble High court of Madras, Hon''ble High Court
of Bombay, National Highways Authority of India, 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 of the Company.
FOR AND ON BEHALF OF THE BOARD
Non-executive Independent Chairman
Mumbai, June 25, 2016