DIRECTORS' REPORT To The Members of IL&FS Investment Managers Limited Your Directors have pleasure in presenting for your consideration and approval the Thirtieth Annual Report with the Audited Financials of the Company for the year ended March 31, 2016 DIVIDEND During the year, your Company achieved a Net Profit after Tax of Rs.491.34 mn. Your Directors recommend a Dividend of Rs.1.20 per share of the Face Value of Rs.2/- each. The total amount of Dividend is Rs.399.95 mn (inclusive of dividend tax of Rs.23.11 mn) REVIEW OF OPERATIONS The global economic recovery remained muted in CY2015 and growth in emerging markets and developing economies declined for the fifth consecutive year. Even as the US economy showed resilience, plunging oil and commodity prices along with volatile equity and currency markets led to the International Monetary Fund estimating a lower global growth rate at 3.4% in CY2016. Even so, factors like tightening of economy in the US and a slowdown in China are expected to weigh on this growth rate along with a potential exit of Britain from the European Union The Indian economy showed signs of improvement with baseline GDP growth rate target of 7.6% for FY2016 being achieved, inflation under control and RBI announcing four rate cuts since January 2015, aggregating 150 basis points. With the expectation of an improved business environment, boosted by a projection of better monsoon leading to higher consumption demand, the economy is projected to grow at 7.6% in FY2017. The Government has laid considerable thrust on infrastructure and rural sector in the Union Budget for 2016-17 and is expected to increase investment. However, risk aversion in the banking sector and weaker global growth and trade outlook could temper the growth outlook The global Private Equity industry continued to reflect the uncertain economic environment with funds raised for Emerging Markets in 2015 declining 17% from 2014 to US$ 44 bn as also the deployment which reduced from US$ 38 bn to US$ 29 bn. Overall, due to currency volatility and capital outflows, the emerging markets share of global fund raising declined from 14% in 2014 to 12% in 2015 With projections of a steady 7%+ growth rates in the country, India continued to attract investor interest. The fund raising environment in India picked up, with an aggregate fund raising for FY2016 at US$ 5.8 bn, up 24% compared to FY2015. However, bulk of the funds have gone towards the Venture Capital sectors resulting in 45% of total investments coming into IT&ITES sector. Even so, concerns regarding a potential slowdown continued to build as the number of VC deals fell by 14% on a quarterly basis in Q4 CY2015. Investments in the Real Estate sector declined 20% year on year while limited primary deals were concluded in the Infrastructure sector. However, with developers looking to reduce their debt burden and recycle capital, the latter sector is showing considerable promise to Private Equity players and acceleration is expected in this sector going forward With a clear understanding of the market drivers and the types of fund products which would meet the investor's requirements, the Company has structured the IL&FS India Infrastructure Fund targeting investors seeking a regular yield together with emerging market returns. Fund raising efforts are focused on investors in the geographies of Japan, Korea and Australia. Despite keen interest, investor conversion is slow due to currency volatility and also due to their prior experience in India The Tara India Fund IV which had a first close of US$ 40 mn in January 2015 received additional approvals from financial and multilateral institutions and also saw an increase in commitment from the existing investors. A final close is expected shortly. The Fund's focus areas of healthcare and life sciences, education and skill development, clean energy, financial inclusion, food and agriculture, water, urban infrastructure and connectivity services are in sync with where the focus of the current government policy lies as also the areas with maximum growth potential in the near and long term In Real Estate, IL&FS India Realty Fund II with a corpus of US$ 895 mn, approached the end of its life in December 2015. The investors reposed their faith in the Fund's endeavours to generate exits and extended the fund life, recognising that optimal exits often involve protracted negotiations. In this sector as well, recognising the shift in the investors demand towards more structured products, the Company has started marketing a listed product to them. While similar concerns around currency and returns are being faced, your Company with its track record and expertise in the sector is addressing the same through a measured process of investor education. However, this has resulted in increased timelines for fund raise The Company also has a significant opportunity to showcase its expertise through its divestment track record and in implementation of Environment, Social and Governance Standards (ESG), given that all the current Funds being managed by the Company have implemented ESG and are presently in the monitoring and harvesting stage During the year, the Company undertook 19 divestments, and coupled with yield/dividend income generated, provided reverse cash flows of Rs. 14.7 bn during FY2016, compared to the Rs. 11.7 bn cash flows generated during FY2015. Key Funds such as IL&FS India Realty Fund, Standard Chartered IL&FS Asia Infrastructure Growth Fund and Tara India Fund III, are in active divestment phase, and your Company is working with the respective investee companies to lay the path towards liquidity over the next 2-3 years With a steady divestment pattern, the fee earning Assets Under Management (AUM) of the Company has been declining. Lower profitability from this count has been offset by a focus on generating other fee based income, as also by way of cost rationalisation On a consolidated basis, the Total Income for the Financial Year 2015-2016 was Rs. 1907.60 mn and the Total Expenses for the year were Rs. 1159.92 mn and the resultant Profit after Tax on a consolidated basis for the Financial Year 2015-2016 was Rs. 560.85 mn (after minority interest) On a standalone basis, the Total Income of the Company for the Financial Year 2015-2016 was Rs.1070.96 mn and the Total Expenses for the year were Rs. 422.15 mn and the resultant Profit after Tax for the Financial Year 2015-2016 was Rs. 491.34 mn SUBSIDIARIES AND JOINT VENTURES Your Company has three Domestic Subsidiaries viz. IL&FS Asian Infrastructure Managers Limited, IL&FS Urban Infrastructure Managers Limited and IIML Asset Advisors Limited and three Offshore Subsidiaries viz. IL&FS Investment Advisors LLC, Mauritius, IIML Advisors LLC, Mauritius and IIML Fund Managers (Singapore) Pte Ltd, Singapore Your Company also has two Joint Venture Companies viz. Standard Chartered IL&FS Management (Singapore) Pte Limited, Singapore and IL&FS Milestone Realty Advisors Private Limited As per Section 129(3) of the Companies Act, 2013 and Regulation 33 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 [LODR] the consolidated financial statements of the Company with its Subsidiaries forms part of the Annual Report The copies of the Audited Annual Accounts of the Company's Subsidiaries and other related documents can also be sought by any Member of the Company or its Subsidiaries on making a written request to the Company Secretary in this regard. The Annual Accounts of the Subsidiary Companies are also available for inspection by any Member at the Company's Registered Office A separate statement pursuant to Section 129(3) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 containing the salient features of the Financial Statements of the Company's Subsidiaries and Joint Ventures in Form AOC 1 is given as an Annexure to Standalone Financial Statements Performance and Financial position of the Subsidiaries and the Joint Venture Companies: IL&FS Asian Infrastructure Managers Limited: IL&FS Asian Infrastructure Managers Limited (IAIML) had been set up to manage the Pan Asia Project Development Fund, India (the Fund). The Fund, having a corpus of Rs. 1,125 mn, invested across seven investments. At present, the Fund has two balance investments on its books, which are in the process being divested. IAIML is playing an active role in managing, monitoring and crafting exit from these investments The Total Income for Financial Year 2015-2016 was Rs.5.63 mn inclusive of Income from Investments and Other Income of Rs. 3.27 mn. The Total Expenses of IAIML for the year were Rs. 5.09 mn and the resultant Profit after Tax for the year was Rs. 0.54 mn IL&FS Urban Infrastructure Managers Limited: IL&FS Urban Infrastructure Managers Limited (IUIML) functions as the Asset Manager for the Pooled Municipal Debt Obligations (PMDO) Facility. The objective of the PMDO Facility is to provide long tenure term loans to meet the debt requirements of urban infrastructure projects across cities in India. The corpus of the PMDO Facility stands at Rs. 50 bn. The Company's role as an Asset Manager is to identify and appraise the eligible projects and obtain sanctions of the lenders and thereafter assist the lenders to disburse, monitor and administer the loan assets until entire repayment of the loan. By March 31, 2016, projects for term loans of Rs. 30.82 bn have been sanctioned from the PMDO facility and the Assets Under Management were at Rs. 17.38 bn The Total Income for the Financial Year 2015-2016 was Rs. 157.41 mn inclusive of Income from Investments and Other Income of Rs. 8.77 mn. The Total Expenses of IUIML for the year were Rs. 122.15 mn and the resultant Profit after Tax for the year was Rs. 24.28 mn IIML Asset Advisors Limited: IIML Asset Advisors Limited (IAAL) is in the business of providing advice on investments, finance, management and consultancy and acts as the India Advisor to IL&FS Investment Advisors LLC for two funds The Total Income of IAAL for the Financial Year 2015-2016 was Rs. 95.20 mn inclusive of Income from Investments and Other Income of Rs.7.07mn. The Total Expenses of IAAL for the year were Rs.68 mn and the resultant Profit after Tax for the year was Rs.20.34 mn IL&FS Investment Advisors LLC: IL&FS Investment Advisors LLC, Mauritius (IIAL) acts as the Investment Manager to IL&FS India Realty Fund LLC, IL&FS India Realty Fund II LLC, Tara India Fund III LLC, Tara India Fund IV LLC, K2 Property Limited and Saffron India Real Estate Fund The Total Income of IIAL for the Financial Year 2015-2016 was US$ 21.67 mn. The Total Expenses of IIAL for the year was US$ 16.66 mn and the resultant Profit after Tax for the year was US$ 4.83 mn IIML Advisors LLC: IIML Advisors LLC (IAL) has been set up for managing certain niche funds from Mauritius IIML Fund Managers (Singapore) Pte Ltd: IIML Fund Managers (Singapore) Pte Ltd (IFMPL) was incorporated for the purposes of managing funds from Singapore. The Company is currently acting as a Manager to a Fund and as an Advisor to another Fund The Total Income of IFMPL for the Financial Year 2015-2016 was US$ 0.44mn. The Total Expenses of IFMPL for the year was US$ 0.61 mn and the resultant Loss for the year was US$ 0.17 mn Standard Chartered IL&FS Management (Singapore) Pte Limited: Standard Chartered IL&FS Management (Singapore) Pte. Limited (SCIMPL), is a 50:50 Joint Venture Company established with the Standard Chartered Bank to manage the Standard Chartered IL&FS Asia Infrastructure Growth Fund. The Manager is playing an active role in managing and monitoring these investments The Total Income of SCIMPL for the Financial Year 2015-2016 was US$ 2.34 mn. The Total Expenses of SCIMPL for the year was US$ 2.42 mn and the resultant Loss (net of tax) for the year was US$ 0.03 mn IL&FS Milestone Realty Advisors Private Limited: IL&FS Milestone Realty Advisors Private Limited (IMRAPL), is a Joint Venture Company established with the objective of raising funds that would invest in income yielding assets. Since inception, the JV raised three funds that are currently under exit/asset management mode The Total Income of IMRAPL for the Financial Year 2015-2016 was Rs. 86.4 mn inclusive of Income from Investments and Other Income of Rs. 4.16 mn. The Total Expenses of IMRAPL for the year were Rs. 76.32 mn and the resultant Profit after Tax for the year was Rs. 7.60 mn FUTURE OUTLOOK With a projected growth rate of 7.6% in FY2017, India's economy is on track to being one of the fastest-growing economies in the World this year. The Government has also announced measures with Rural sector and Infrastructure in focus to fuel growth. Continuing reform momentum, forecast of a better than normal monsoon, the likely boost to consumption demand from the implementation of the 7th Pay Commission recommendations and continuing monetary policy accommodation are expected to help maintain the growth trajectory. However, any weakening in global economic activity and volatility in the foreign exchange market along with uncertainty in oil prices could generate spill overs in the Indian market as well Infrastructure in the country is in a challenging phase and with the regulator allowing Indian firms to launch Real Estate Investment Trusts (REITs) and Infrastructure Investment Trusts (InvITs) and the Government recently removing Dividend Distribution Tax on InvITs / REITs, more foreign funds are now expected to flow in India's financial markets. IL&FS India Infrastructure Fund is rightly positioned and well timed to channelize the investor interest into this sector. Though at a nascent stage, it is also an upcoming opportunity for IIML to play on its strength and expertise and act as managers for external InvITs and REITs Your Company realises the need to evolve beyond classic fund management and to explore different business models through deepening of its existing product offering - for instance, offering structured products across infrastructure and real estate, not just in India but across geographies like Middle East and Africa. The Company is also initiating advisory services to offshore investors as success fee based mandates in the real estate space and would seek to build on this practice In addition, the Company is conceptualising a consortium of like-minded investors to invest in opportunities sourced through our robust network of corporate relationships and in the process, also leverage the existing relationships. This initiative will give your Company a competitive edge on its peers through access to a large number of proprietary deals. The acquisition of the Infrastructure Debt Fund Business will be completed upon receipt of necessary regulatory approvals While the new business lines envisaged would help broaden our revenue profile and ensure growth, it will also entail a higher marketing and establishment costs. Your Company would continue to stay focussed on managing and optimizing its costs in order to maintain its sight on profitability With the Indian economy on its robust growth trajectory and a stable government continuing on the path to fiscal consolidation, the investment environment in India is becoming more optimistic. The Company with its long and diversified track record and unique expertise is optimally positioned to maximise on the opportunities that this offers and create better value for its stakeholders DIRECTORS Mr Siddharth Mehta who was appointed as an Independent Director during the year resigned from the Company with effect from May 1, 2016. Mr Arun Saha and Mr Shahzaad Dalal resigned as Directors of the Company with effect from September 14, 2015 and May 2, 2016, respectively Mr Hari Sankaran was appointed as an Additional Director of the Company at the meeting of the Board of Directors of the Company held on February 10, 2016 to hold office until the conclusion of the next Annual General Meeting. Dr Archana Hingorani was re-appointed as the Chief Executive Officer & Executive Director, subject to the approval of the shareholders, for a period of five years with effect from April 20, 2016 Mr Vibhav Kapoor shall retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment BOARD INDEPENDENCE The Company has received Declarations of Independence pursuant to Regulation 16(1)(b) and Regulation 25(1) of LODR and Section 149(6) of the Companies Act, 2013 from all the Independent Directors NUMBER OF MEETINGS OF THE BOARD The Board of Directors met four times during the Financial Year ended March 31, 2016. The meetings were held during the year on May 5, 2015, August 11, 2015, November 10, 2015 and February 10, 2016. The details of the Board Committee Meetings and attendance of the Directors at the Board/Committee meeting are given in the Corporate Governance Report SELECTION CRITERIA FOR APPOINTMENT OF DIRECTORS The Board has framed a selection criteria for determining the necessary qualifications and attributes for appointment of Directors and also to ensure Board diversity. The details of the above are provided in the Corporate Governance Report BOARD EVALUATION Pursuant to the provisions of the Companies Act, 2013 and LODR, the Board has carried out an annual performance evaluation of the Board. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report 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: (a) In the preparation of the Annual Accounts for the year ended March 31, 2016, the applicable Accounting Standards have been followed along with proper explanations relating to material departures, if any; (b) that such accounting policies as mentioned in Note 1 of the Notes to the Annual Accounts have been selected and applied consistently and judgments 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 at the end of the March 31, 2016 and of the Profit of the Company for the year ended on that date; (c) 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; (d) that the Annual Accounts are prepared on a going concern basis; (e) that proper internal financial controls were in place and that the internal financial controls were adequate and were operating effectively; and (f) that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively RISK MANAGEMENT & INTERNAL CONTROL SYSTEMS Risk Management forms an integral part of the business of the Company. The Company has a Risk Management Framework, which not only ensures timely identification of risks, analysis of the reasons for such risk, assessment of its materiality, assessment of its impact but also adequate risk mitigation processes. The Risk Management Framework encompasses all areas of the Company's business and the Funds under its management. The Risk Management Framework ensures that all risks however remote which could potentially threaten the existence of the Company are identified and risk mitigation steps identified for them The Company has an adequate system of internal controls commensurate with the nature of its business and complexity of its operations to ensure accuracy of accounting records, compliance with all laws and regulations and compliance with all rules, processes and guidelines prescribed by the management An extensive internal audit is carried out by an independent firm of Chartered Accountants. Post audit reviews are also carried out to ensure follow up on the observations made. The scope of the internal audit is determined by the Audit Committee and the Internal Audit Reports are reviewed by the Audit Committee on a regular basis RELATED PARTY TRANSACTIONS All Related Party Transactions that were entered into during the Financial Year were on an arm's length basis and were in the ordinary course of business. There are no materially significant Related Party Transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. No new Material Related Party Transactions were entered during the year by your Company. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) of the Companies Act, 2013 in Form AOC 2 is not applicable The disclosure of transactions with Related Parties is set out in Note No. 27 of the Standalone Financial Statements, forming part of the Annual Report The Company has developed a Related Party Transactions Framework for the purpose of identification and approval of such transactions. The Policy on Related Party Transactions as approved by the Board has been uploaded on the Company's website and is available on the link <http://www.iimlindia.com/Policies.aspx> PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS Details of the Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the Notes Nos. 8, 10, 11 &14 of the Standalone Financial Statements KEY MANAGERIAL PERSONNEL Pursuant to Section 203 of the Companies Act, 2013, the Company has designated Dr Archana Hingorani, Executive Director & Chief Executive Officer, Mr Manoj Borkar, Chief Financial Officer and Mr Sanjay Mitra, Company Secretary as the Key Managerial Personnel of the Company PARTICULARS OF EMPLOYEES Your Directors wish to place on record their appreciation for the services rendered by the employees of the Company at all levels The particulars of the employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) and Rule 5(2) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of the Directors' Report for the year ended March 31, 2016 In terms of Section 136 of the Act, the Report and Accounts are being sent to the Member and others entitled thereto, excluding the information on employees' particulars pursuant to Rule 5(2) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, which is available for inspection by the Member at the Registered Office of the Company during business hours on all working days of the Company up to the date of the ensuing Annual General Meeting. Any Member interested in obtaining a copy of the said information may write to the Company Secretary at the Registered Office of the Company. The particulars of employees pursuant to Rule 5(1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, is annexed as Annexure 1 DETAILS OF EMPLOYEE STOCK OPTION PLANS The Members of the Company had approved the Employee Stock Option Scheme 2003 ("ESOP 2003") and the Employee Stock Option Scheme 2004 ("ESOP 2004") for granting Options to the Directors and employees of the Company and the Employee Stock Option Scheme 2006 ("ESOP 2006") for granting Options to the Directors and employees of the Company and the Holding and Subsidiary Companies of the Company During the Financial Year 2015-2016, the Nomination & Remuneration Committee of the Company did not grant any Options under the above schemes. Further please note that there are no options vested/exercised/lapsed during the Financial Year 2015-2016 The number of Options available for Grant in future under ESOP 2003, ESOP 2004 and ESOP 2006 are as follows: ESOP 2003 - 37,815 Options ESOP 2004 - 130,928 Options ESOP 2006 - 1,935,000 Options All the options granted till date under ESOP 2003, ESOP 2004 & ESOP 2006 have either vested or lapsed on or before March 31, 2016 and accordingly there is no employee compensation cost for the year ended March 31, 2016 The Auditors' Report for review of ESOP 2003, ESOP 2004 and ESOP 2006 is annexed as Annexure 2 REMUNERATION POLICY The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The remuneration paid to the Directors and the Senior Management is as per the Managerial Remuneration Policy of the Company. Brief details of the Managerial Remuneration Policy are provided in the Corporate Governance Report POLICY FOR PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE The Company has always been committed to provide a safe and dignified work environment for its employees which is free of discrimination, intimidation and abuse. The Company has adopted a Policy for Prevention of Sexual Harassment of Women at Workplace under the provisions of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("Act"). The objective of this policy is to provide protection against sexual harassment of women at workplace and for redressal of complaints of any such harassment. The Company has also constituted an Internal Complaints Committee to redress the complaints received under this policy. During the year, no complaints were received by the Company STATUTORY AUDITORS The Statutory Auditors of the Company M/s Deloitte Haskins & Sells LLP, Chartered Accountants, Mumbai, Registration Number 117366W/W-100018 were appointed at the Annual General Meeting held on August 7, 2014, for a period of three years subject to annual ratification of the same by the Members Accordingly, the appointment of M/s Deloitte Haskins & Sells LLP, Chartered Accountants, Mumbai, as the Statutory Auditors of the Company, is proposed for annual ratification by the Members at the ensuing Annual General Meeting SECRETARIAL AUDIT The Company has appointed M/s Mehta & Mehta, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 The Secretarial Audit Report is annexed herewith as Annexure 3 QUALIFICATIONS IN THE AUDITORS' REPORT There are no qualifications, reservations or adverse remarks or disclaimers made by M/s Deloitte Haskins & Sells LLP, Statutory Auditors, in their report and by M/s Mehta & Mehta, Company Secretaries in Practice, in their Secretarial Audit Report The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company in the year under review INCREASE IN SHARE CAPITAL No new shares were allotted during the year and there has been no change in the share capital of the Company CORPORATE GOVERNANCE Pursuant to Regulation 34(3) and 53(f) of the LODR, Related Party disclosure, Management Discussion and Analysis, Disclosure of Accounting treatment, Report on Corporate Governance along with the Auditors' Certificate on compliance with the Corporate Governance requirements have been included in this Annual Report as separate sections CORPORATE SOCIAL RESPONSIBILITY The Company has adopted a Corporate Social Responsibility (CSR) Policy, which aims at nurturing socio-economic development schemes for capacity building, livelihood creation, quality education, empowerment of people, etc., with the primary goal of ensuring that benefits reach the targeted beneficiaries. The approach of the Company for implementation of the CSR activities is to identify and fund projects in response to the needs of society, devise transparent monitoring mechanisms and ensure whole hearted commitment to get the desired results The Company undertakes specific CSR projects that are in conformity with the Schedule VII to the Companies Act, 2013. Given that the Company is in the private equity fund management business and invests across India and in all sectors, the Company undertakes CSR activities in Mumbai and also across the country In addition to the NGOs the Company currently supports, it engages with Nalanda Foundation, a Charitable Trust, established by Infrastructure Leasing & Financial Services Limited (IL&FS) for its group CSR activities. The Annual Plan for CSR is approved at the start of each financial year. Periodic reviews and/or modifications to the projects and allocations are approved by the CSR Committee The CSR policy is posted on the Company's website at the link <http://iimlindia.com/Policies.aspx> The Company has been actively involved in various CSR initiatives over the last few years long before it was mandated by the Companies Act, 2013. In addition to its existing CSR initiatives, with the advent of Companies Act, 2013, it was thought prudent to channelise the Company's CSR effort along with the IL&FS Group's CSR initiatives in order to make a more significant impact Given only the second year of a much larger CSR initiative, the Company has been able to formalise the process, identify focus areas and projects, and deploy a comprehensive monitoring and reporting system. The disbursement of the amounts is linked to the achievement of certain pre-identified milestones by the implementing agency. As the implementing agencies have informed the Company that there have been delays related to obtaining the necessary approvals, mobilisation of students and completion of training, the Company was not able to expend the entire statutory amount, although the Company has deployed substantial amount of the total CSR commitment. The Composition of the CSR Committee is given in the Corporate Governance Report The Annual Report on the CSR activities is annexed herewith as Annexure 4 WHISTLE BLOWER POLICY The Company has adopted a Whistle Blowers Policy for employees to report instances of unethical behaviour, actual or suspected fraud or violation of the Company's Code of Conduct The details of the Whistle Blower Policy is explained in the Corporate Governance Report and also posted on the website of the Company at <http://www.iimlindia.com/policies.aspx> DEPOSITS Your Company has not accepted any deposits from the public for the year under consideration ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO Since the Company does not own any manufacturing facility, the Energy Conservation and Technology Absorption particulars in the Companies (Accounts) Rules, 2014, are not applicable The particulars regarding foreign earnings and expenditure appear as Item Nos. 21(c) and 21(d) of the Notes to Accounts of the Standalone Financial Statements EXTRACT OF THE ANNUAL RETURN The details forming part of the extract of the Annual Return pursuant to Section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 in Form MGT 9 are annexed herewith as Annexure 5 SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS There are no orders passed by the Regulators/Courts which would impact the going concern status of the Company and its future operations ACKNOWLEDGEMENT The Board of Directors take this opportunity to thank the Investors of the Funds under management, shareholders, employees, bankers, Reserve Bank of India, Securities and Exchange Board of India, other Regulatory authorities for their co-operation and continued support to the Company. We look forward to their continued patronage and encouragement in all our future endeavours For and on behalf of the Board S M DATTA CHAIRMAN Date : May 3, 2016 Place : Mumbai |