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Idfc Subsidiary Annual Report 2017-18

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Idfc Subsidiary Annual Report 2017-18 IDFC LIMITED IDFC SUBSIDIARY ANNUAL REPORT 2017-18 CONTENTS 1. IDFC FINANCIAL HOLDING COMPANY LIMITED 2 2. IDFC FOUNDATION 35 3. IDFC PROJECTS LIMITED 65 4. IDFC INFRASTRUCTURE FINANCE LIMITED 87 5. IDFC ALTERNATIVES LIMITED 128 6. IDFC CAPITAL (SINGAPORE) PTE. LIMITED 166 7. IDFC TRUSTEE COMPANY LIMITED 184 8. IDFC SECURITIES LIMITED 204 9. IDFC SECURITIES SINGAPORE PTE. LIMITED 243 10. IDFC CAPITAL (USA) INC. 259 11. IDFC ASSET MANAGEMENT COMPANY LIMITED 270 12. IDFC INVESTMENT MANAGERS (MAURITIUS) LIMITED 308 13. IDFC AMC TRUSTEE COMPANY LIMITED 327 14. IDFC BHARAT LIMITED 345 IDFC FINANCIAL HOLDING COMPANY LIMITED CIN U65900TN2014PLC097942 DIRECTORS Mr. Vinod Rai (Chairman) Dr. Jaimini Bhagwati Mr. Donald Peck Ms. Ritu Anand (w.e.f. July 17, 2017) Ms. Marianne Økland (till July 17, 2017) Dr. Omkar Goswami (till April 2, 2017) AUDITORS Price Waterhouse & Co Chartered Accountants LLP PRINCIPAL IDFC Bank Limited BANKER REGISTERED KRM Towers, 7th Floor, OFFICE No. 1 Harrington Road, Chetpet Chennai 600 031 Tel +91 44 4564 4000 Fax + 91 44 4564 4022 Website www.idfc.com Email ID [email protected] BOARD'S REPORT TO THE MEMBERS Your Directors have pleasure in presenting the Fourth Annual Report together with the audited financial statements for the year ended March 31, 2018. OPERATIONS REVIEW IDFC Financial Holding Company Limited (“IDFC FHCL” or “the Company”) is a non-operative financial holding Company and holds investments in IDFC Bank, IDFC Asset Management Company Limited, IDFC Alternatives Limited, IDFC Securities Limited, IDFC Infrastructure Finance Limited and other subsidiaries. FINANCIAL HIGHLIGHTS (AMOUNT IN `) PARTICULARS FOR THE YEAR ENDED FOR THE YEAR ENDED MARCH 31, 2018 MARCH 31, 2017 Total Income 2,026,864,270 1,114,370,707 Less: Total Expenses 3,828,453 3,561,826 Profit before Tax 2,023,035,817 1,110,808,881 Less: Provision for Tax 19,028,000 17,246,000 Profit after Tax 2,004,007,817 1,093,562,881 AMOUNT TO BE CARRIED FORWARD TO RESERVES The details of amount transferred to reserves are given in note no. 04 of the Notes forming part of the financial statements. DIVIDEND During the year, the Company paid an interim dividend of ` 0.155 per equity share of ` 10 each (i.e. 1.55%) aggregating to ` 1,399,532,200. The Directors do not recommend any dividend for the financial year ended March 31, 2018. HOLDING, SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES The Company has 8 direct / indirect domestic subsidiaries and 4 indirect foreign subsidiaries, as on date which are given below: SR. % OF NO. NAME OF COMPANY DIRECT / INDIRECT SHAREHOLDING Holding Company i. IDFC Limited Direct 100 Domestic Subsidiaries i. IDFC Bank Limited Direct 52.80 IDFC Bharat Limited (Formerly known as Grama Vidiyal Micro ii. Indirect through IDFC Bank 52.80 Finance Limited) IDFC Infrastructure Finance Limited (Formerly known as IDFC iii. Direct 81.48 Infra Debt Fund Limited) iv. IDFC Alternatives Limited Direct 100 v. IDFC Trustee Company Limited Direct 100 vi. IDFC Securities Limited Direct 100 vii. IDFC Asset Management Company Limited (“IDFC AMC”) Direct 100 viii. IDFC AMC Trustee Company Limited Direct 100 Foreign Subsidiaries i. IDFC Capital (Singapore) Pte. Limited Indirect through IDFC Alternatives 100 ii. IDFC Securities Singapore Pte. Limited Indirect through IDFC Securities 100 iii. IDFC Capital (USA) Inc. Indirect through IDFC Securities 100 iv. IDFC Investment Managers (Mauritius) Ltd. Indirect through IDFC AMC 100 A statement containing salient features of the financial statement and all other requisite details of the aforesaid subsidiary company in the format AOC-I shall form part of this report. IDFC FINANCIAL HOLDING COMPANY LIMITED | 3 BOARD'S REPORT IDFC ALTERNATIVES LIMITED IDFC Alternatives Limited has entered into a definitive agreement with Global Infrastructure Partners India for the sale of its infrastructure asset management business. All necessary regulatory approvals for the sale have been received. IDFC Alternatives will continue to manage Private Equity and Real Estate funds and the aforementioned sale to Global Infrastructure Partners India will not have any impact on its Private Equity and Real Estate verticals. IDFC Limited is evaluating divestiture of the Private Equity and Real Estate platform but no definitive agreement has been signed yet. PROPOSED MERGER OF CAPITAL FIRST GROUP WITH IDFC BANK The Board of Directors of IDFC Bank and Capital First Limited (“Capital First”) at their respective meetings held on January 13, 2018 had approved a composite scheme of amalgamation (“Scheme”) of Capital First, Capital First Home Finance Limited and Capital First Securities Limited with IDFC Bank and their respective shareholders and creditors under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 (“Amalgamation”). The share exchange ratio for the Amalgamation was approved to be 139 (One Hundred and Thirty Nine) fully paid-up equity shares of IDFC Bank for every 10 (Ten) fully paid-up equity shares held in Capital First. As on the date of this report, the Scheme has received; a. Approvals from National Housing Bank and Competition Commission of India; b. Approvals from BSE Limited and National Stock Exchange of India Limited (in the capacity of a SEBI registered Stock Broker); c. No Objection Letters from BSE Limited and National Stock Exchange of India Limited under Regulation 37 of SEBI LODR Regulations; d. No Objection Letter from RBI under RBI (Amalgamation of Private Sector Banks) Directions, 2016. IDFC Bank has filed an application with the National Company Law Tribunal (“NCLT”), Chennai Bench seeking its direction for convening meetings of the Shareholders and Creditors of IDFC Bank. On receipt of directions from the NCLT, IDFC Bank shall convene meetings of its Shareholders and Creditors, as may be required. Subsequent to the receipt of approval of the Shareholders and Creditors, IDFC Bank shall file a Petition with the NCLT for its final approval to the Scheme. PARTICULARS OF EMPLOYEES The Company does not have any employee as on March 31, 2018. PUBLIC DEPOSITS The Company has neither invited nor accepted any Public Deposits during the year under review. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS The provision of Section 186 of the Companies Act, 2013 are not applicable to the Company and hence, the particulars of loans, guarantees and investments have not been given. FOREIGN EXCHANGE EARNINGS AND EXPENDITURE There were no foreign exchange earnings or expenditure during the year under review. 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 & KMP The following are the Directors of the Company SR NO NAME OF THE DIRECTOR / KMP DESIGNATION 1 Mr. Vinod Rai Chairman and Nominee Director 2 Mr. Donald Peck Nominee Director 3 Dr. Jaimini Bhagwati Independent Director 4 Ms. Ritu Anand Independent Director During the year: ¾ Mr. Omkar Goswami resigned w.e.f. April 2, 2017 and IDFC Limited (Holding Company) withdrew the nomination of Ms. Marianne Økland w.e.f. July 17, 2017. The Board of Directors hereby record sincere appreciation for enormous contribution made by them towards the Company during their tenure. ¾ Dr. Rajeev Uberoi ceased to be CEO of the Company, post completion of his term w.e.f. June 30, 2017. ¾ Mr. Bipin Gemani resigned as Chief Financial Officer and Mr. Ketan Kulkarni resigned as the Company Secretary w.e.f. January 12, 2018 and January 31, 2018, respectively. ¾ Ms. Ritu Anand was appointed as an Independent Director w.e.f. July 17, 2017. 4 | IDFC ANNUAL REPORT 2017–2018 BOARD'S REPORT The Board of Directors at its meeting held on April 27, 2018 have recommended the appointment of Ms. Ritu Anand as Managing Director & CEO of the Company subject to approval of Reserve Bank of India (RBI). The Company has filed an application for the approval of the aforesaid appointment with RBI. In accordance with the Articles of Association of the Company and pursuant to the provisions of Section 152 of the Companies Act, 2013, Mr. Vinod Rai (DIN: 01119922) would retire by rotation at the ensuing AGM and being eligible, offers himself for re-appointment. The Board of Directors recommends re-appointment of Mr. Vinod Rai at the ensuing AGM. The Company is in process of identification and appointment of suitable candidate for the position of CFO and CS. 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 the financial year, 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 that they shall abide by the “Code for Independent Directors” as per Schedule IV of the Act. BOARD MEETINGS During FY18, the Board met seven times and gap between two consecutive board meetings was less than one hundred and twenty days. The dates of the meetings were: April 28, 2017, July 08, 2017, July 27, 2017, October 30, 2017, January 12, 2018, January 29, 2018 and March 28, 2018. The composition of the Board is in compliance with the Companies Act, 2013. Attendance details of the Board Meeting are given in table below: ATTENDANCE DETAILS OF BOARD OF DIRECTORS FOR FY18 NAME OF THE MEMBER DIN POSITION NO. OF MEETINGS HELD NO. OF MEETINGS ATTENDED Mr. Vinod Rai 01119922 Chairman & Nominee Director 7 7 Dr. Jaimini Bhagwati 07274047 Independent Director 7 7 Mr. Donald Peck 00140734 Nominee Director 7 6 Ms. Ritu Anand2 05154174 Independent Director 5 5 Ms.
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