IFMR Investment Adviser Services Private...

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IFMR Investment Adviser Services Private Limited Second Annual Report 2013-14

Transcript of IFMR Investment Adviser Services Private...

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IFMR Investment Adviser Services Private Limited

Second Annual Report

2013-14

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“Our Group’s mission is to ensure that every individual and every enterprise has

complete access to financial services”

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Annual Report 2013-14

Corporate Information

Board of Directors:

Sucharita Mukherjee, Chairperson

Bindu Ananth

Strategic Counsel Committee:

Sucharita Mukherjee, Chairperson

Chaitanya Pande

Debi Guha

Chief Executive Officer

Suchindran V G

Compliance Officer

Aruna Subbaraman

Bankers

ICICI Bank, Chennai

Auditors

Deloitte Haskins & Sells, Chennai

Registered Office

10th Floor-Phase 1,

IIT-Madras Research Park

Kanagam Village, Taramani

Chennai 600 113, India

CIN: U74900TN2012PTC087839

SEBI Regn No: INA200000019

Contact Details

Phone: +91 44 6668 7000

Fax: +91 44 6668 7010

Email: [email protected]

Website: http://ia.ifmr.co.in

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IFMR Investment Adviser Services Private Limited

The Journey So Far

Message from the Chairperson 4

Message from the CEO 6

Directors’ Report 8

Report on Corporate Governance 12

Independent Auditors’ Report 16

Balance Sheet 20

Statement of Profit and Loss 21

Cash Flow Statement 22

Notes Forming Part of Financial Statements 24

Board of Directors 34

Strategic Counsel Committee–Independent Members 35

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Annual Report 2013-14

Message from the Chairperson

“We need more financial

innovation--not less--and

finance should play a larger

role in helping society

achieve its goals”

Dear Shareholders,

It gives me great pleasure in presenting the second

annual report of IFMR Investment Adviser

Services Private Limited (“IFMR Investments”).

IFMR Investments is a key part of the IFMR Trust

Group as it will focus on one of the three pillars of

the IFMR Trust Group namely ‘risk aggregation’

and focus on building access to long term debt

capital markets for high-quality originators, such as

microfinance institutions, small business lenders

and affordable housing financiers.

We believe that asymmetric information is at the

root of inefficient credit markets. Facilitating the

flow of information in a sustainable manner, will

enable millions of people and enterprises obtain

quality, relevant and affordable financial services.

Professor Robert Shiller makes a powerful case for

recognizing that finance, is one of the most

powerful tools we have for solving our common

problems and increasing general well-being. We

need more financial innovation--not less--and

finance should play a larger role in helping society

achieve its goals.

Professor Shiller argues that finance should be

defined not merely as the management or

manipulation of money or the management of risk

but as the stewardship of society's assets. He

explains how people in financial careers--from

CEO, investment manager and banker to insurer,

lawyer, and regulator--can and do manage, protect,

and increase these assets. He describes how finance

has historically contributed to the good of society

through inventions such as insurance, mortgages,

savings accounts, and pensions, and argues that we

need to envision new ways to re-channel financial

creativity to benefit society as a whole.

Like Professor Shiller, we too believe that finance

can be a powerful force for good.

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IFMR Investment Adviser Services Private Limited

We also believe performance speaks for itself; a

high quality asset, by virtue of its performance,

should be attractive to capital markets investors.

However, this does imply that the market

infrastructure necessary to connect local originators

of risk such as microfinance institutions and small

business lenders and the capital markets investors

is already in place. While we believe in markets, its

true power can be realized only if the market is

functioning well. At the IFMR Trust Group, we are

building that market infrastructure to unleash the

power of the markets, that is the link between

financial inclusion and capital markets.

Markets are powerful precisely because of their

efficiency in disseminating information. we believe

markets are also a great equalizer, size is not the

only thing that matters, quality does. Also, it

rewards issuers that do well and penalizes those

that don’t. IFMR Investments has a key role to play

in disseminating this information in its credit

selection and subsequent monitoring.

Financial year 2013-14 has been an eventful year

for IFMR Investments as it completed its first full

year in operation. During the year, the company

secured registration as an Investment Adviser and

was subsequently appointed as an Investment

Adviser to the proposed IFMR FImpact

Investment Fund, the first scheme of IFMR

Finance for Freedom Social Venture Fund. The

fund will focus on debt investments in high-quality

microfinance institutions, through long term senior

secured and subordinated instruments.

Going ahead, the Company also proposes to advise

other fund managers both on-shore and offshore.

In the future, IFMR Investments is also building

underwriting and evaluation frameworks in other

asset classes that impact the financially excluded

such as vehicle finance and SME finance.

“we are building that

market infrastructure to

unleash the power of the

markets, that is the link

between financial inclusion

and capital markets”

“Going ahead, the

Company also proposes to

advise other fund

managers both on-shore

and offshore”

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Annual Report 2013-14

Message from the CEO

“we were among the first

investment advisers to be

registered with SEBI”

Dear Shareholders,

IFMR Investment Adviser Services Private Limited

(IFMR Investments) began the financial year 2013-

14 with a focus on providing high quality

investment advice and recommendations to

investment managers in asset classes that enable

financial inclusion.

One of the key steps taken during the year was to

seek the SEBI approval for registration as an

investment adviser under the new regulations. In

fact, we were among the first investment advisers

to be registered with SEBI during August 2013.

During the year, we developed a proprietary

underwriting framework for microfinance

institutions and strengthened the investment

identification and evaluation processes with the

setting up of two committees, namely, the

Originator Appraisal Committee (OAC) and the

Investment Recommendation Committee (IRC).

The due diligence and appraisal process includes

management meetings, meetings with external

stakeholders including investors, lenders, auditors

etc., apart from discussions with independent

directors. Review of portfolio cuts and stress

testing of business plans in relation to past

performance and future key assumptions are also

part of the appraisal process. The entire investment

identification and evaluation processes have been

automated to ensure seamless integration with the

underwriting framework as well as to act as

information storage with robust back-up and to

ensure availability of audit trail. A social

performance assessment tool was developed during

the year taking into account the importance

attached by investors to social performance of the

investee companies, which encompasses aspects

like mission alignment, focus on governance,

importance of attracting and retaining employees,

client protection, awareness of impact to

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IFMR Investment Adviser Services Private Limited

environment etc. This is designed to supplement

the underwriting guidelines significantly.

IFMR Investments also subscribes to the highest

standards of governance with the formation of the

Strategic Counsel Committee (SCC) consisting of

independent members with significant market

expertise.

During the year, 24 MFIs were evaluated for an in-

principle approval to the OAC and 10 due

diligence visits were carried out subsequently. We

have hired the core team and we feel confident, the

team is well equipped to handle the investment

advisory role in relation to our own expectations

and those of the fund managers.

During the latter part of the year, the company was

appointed as an Investment Adviser to the

proposed IFMR FImpact Investment Fund, the

first scheme of IFMR Finance for Freedom Social

Venture Fund.

The proposed fund has made an application to

SEBI for registration as a Social Venture Fund

under Category I of the SEBI (AIF) Regulations in

March 2014 with a target fund size of Rs. 100 crore

and is expected to launch post approval. The

proposed fund will primarily focus on long term

debt investments in high-quality microfinance

institutions, through senior secured and

subordinated instruments.

IFMR Investments proposes to advise fund

managers that are investing in retail finance sectors

that impact the financially excluded such as

affordable housing, small business and micro

enterprise finance and commercial vehicle finance

etc. IFMR Investments will build on the vast

experience within the IFMR Trust Group in

working with these sectors.

This is beginning of a long journey ahead and we

aim to become the preferred investment adviser for

the funds in the financial inclusion space.

“IFMR Investments also

subscribes to the highest

standards of governance

with the formation of the

Strategic Counsel

Committee (SCC)

consisting of independent

members with significant

market expertise.”

“IFMR Investments

proposes to advise fund

managers that are

investing in retail finance

sectors that impact the

financially excluded such

as affordable housing,

small business and micro

enterprise finance and

commercial vehicle

finance”

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Annual Report 2013-14

Directors’ Report

Dear Shareholders,

Your Directors have immense pleasure in

presenting the second annual report of your

Company, together with the audited financial

statements for the year ended March 31, 2014.

Background:

The Company was incorporated as IFMR Advisory

Services Private Limited on September 27, 2012.

The Company’s name was subsequently changed to

IFMR Investment Adviser Services Private Limited

on June 10, 2013. The Company received the

Certificate of Registration as an Investment

Adviser from SEBI dated August 1, 2013. IFMR

Investment Adviser Services Private Limited was

founded with the intent providing high quality

investment advice and investment products in asset

classes that impact the financially excluded, such

that we help achieve desired investor outcomes.

Financial Results:

Amount in INR

Particulars Year ended March 31, 2014

Period ended March 31, 2013

Income 398,930 -

Expenses 5,687,922 806,871

(Loss)/Profit Before Tax

(5,288,592) (806,871)

Less: Tax Expenses - -

(Loss)/Profit After Tax (5,288,592) (806,871)

Add: Brought forward Profit / (Loss)

(806,871) -

Less: Transfer to reserves

- -

Balance Carried Forward

(6,095,463) (806,871)

Earnings per share (basic)

(88.00) (157.32)

Earnings per share (diluted)

(88.00) (157.32)

Dividend:

Your Directors do not recommend for any

dividend for the year under review.

Transfer to Reserves:

In the absence of profits, your Company has not

made any transfers to reserves during the year

under review.

Deposits:

The Company has not accepted any deposits from

the public for the year under review.

Operational Highlights:

The Company completed its first full year during

the financial year ended March 31, 2014 and it is

yet to commence operations.

Some of the highlights for the year ended March

31, 2014 are:

1) The Company was part of the first list of

Investment Advisers that were approved by

SEBI and in fact, it was the first company in

that list.

2) The Company has entered into a MOU with

UTI Group for advising an off-shore fund,

which is presently under discussions

3) The Company has been appointed as

Investment Adviser by IFMR Investment

Managers Private Limited in March 2014 for

the proposed IFMR FImpact Investment

Fund, an Alternate Investment Fund under

Category 1 of the SEBI (Alternate

Investment Fund) Regulations which is

awaiting approval from SEBI.

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IFMR Investment Adviser Services Private Limited

4) The Company has automated the investment

process and has developed an automated

fund model during the period.

Future outlook:

The underlying market factors which have created

financial stress and have resulted in lower

economic growth continue to play a significant

factor. More particularly for India, Investors will

closely look at Government’s policy action in

enabling investments on one hand and outcome of

various initiatives to improve economic growth on

the other. These will be key determinants to the

timelines associated with your Company’s plans for

advising Investment Managers as their fund raise in

dependent on investor interest. Your Company,

however, continues to reach out to Investment

Managers to understand the thought process of

various investors and, in a ‘business as usual’

scenario, expects to begin advising investors and

investment managers from the first half of fiscal

2015.

Your Company has also been working on various

strategic initiatives. Given the nature of such

strategic initiatives and the prevalent market

environment, gestation periods are expected to be

longer and spread across fiscals.

Capital Infusion & Change in Ownership

Structure:

The Company mobilised Rs.70 lakhs of capital

funds during the year ended March 31, 2014 by

issuance of 70,000 equity shares of Rs.100 each to

its promoter IFMR Trusteeship Services Private

Limited (Trustee of IFMR Trust).

Further during the year, IFMR Trusteeship

Services Private Limited (Trustee of IFMR Trust),

the Company’s existing promoters transferred its

shareholding of 95,000 equity shares of Rs.100

each (100% of total shareholding of the company)

and 10,000 preference shares of Rs.100 each to

IFMR Holdings Private Limited.

SEBI Guidelines:

The Company being an Investment Adviser under

the SEBI (Investment Advisers) Regulations, 2013

has complied with all applicable regulations of the

Securities and Exchange Board of India.

Compliance:

The Company has complied with all the mandatory

regulatory compliances as required under the

Companies Act, various tax statutes and other

regulatory bodies.

The Company does not have a Whole Time

Secretary and accordingly, pursuant to the second

proviso of Section 383A, a compliance certificate is

obtained from a practicing Company Secretary for

the previous financial year.

Corporate governance:

A report on corporate governance is attached and

forms part of this report.

Directors:

Jayshree Venkatesan who was appointed as an

Additional Director, on October 5, 2012 has

resigned from the Board of the Company with

effect from August 5, 2013.

Puneet Gupta who was appointed as an Additional

Director, on September 13, 2013 has resigned from

the Board of the Company with effect from

February 28, 2014.

The Board places on record its appreciation to the

above directors for their contribution to the

performance of the Company.

Subject to the Companies Act, 1956 and as per the

Articles of Association of the Company, none of

the Directors shall retire by rotation.

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Annual Report 2013-14

Auditors:

M/s. Deloitte Haskins & Sells, Chartered

Accountants, Statutory Auditors of the Company

retire at the ensuing Annual General Meeting and

are eligible for re-appointment.

Subsidiary Companies:

As on March 31, 2014, the Company does not have

any subsidiaries.

Conservation of Energy, Technology

Absorption, Foreign Exchange Earnings and

Outgo:

The Company has no activity relating to

conservation of energy and technology absorption.

There were no foreign exchange earnings or

outflow during the year under review.

Particulars of Employees:

In accordance with the provisions of Section 217

(2A) of the Companies Act, 1956, read with

Companies (Particulars of Employees) Rules, 1975

and the Companies (Particulars of Employees)

Amendment Rules, 2011, the name and other

particulars of employees are to be set out in the

annexure to the directors’ report. However, as per

provisions of Section 219 (1)(b)(iv) of the

Companies Act, 1956, the annual report is being

sent to members excluding the aforesaid

information. Any member interested in obtaining

such particulars may write to the Company.

Dematerialization of Shares:

The equity and preference shares of the Company

have been admitted for dematerialization by

National Securities Depository Limited (NSDL)

during the year in addition to Central Depository

Services Limited (CDSL).

Directors Responsibility Statement:

To the best of their knowledge and belief, and

according to the information and explanations

obtained by them, your Directors confirm the

following in terms of Section 217(2AA) of the

Companies Act, 1956:

a. that in preparation of the financial

statements the generally accepted accounting

principles (GAAP) of India and applicable

accounting standards issued by Institute of

Chartered Accountants of India have been

followed.

b. that appropriate accounting policies have

been selected and applied consistently and

judgments and estimates that are reasonable

and prudent have been made so as to give a

true and fair view of the state of affairs of

the Company at the end of the financial year

and of the profit or loss of the Company for

that year;

c. that they have taken proper and sufficient

care for the maintenance of adequate

accounting records in accordance with the

provisions of the Companies Act, 1956 for

safeguarding the assets of the Company and

for preventing and detecting fraud and other

irregularities. To ensure this, the Company

has established internal control systems,

consistent with its size and nature of

operations. These systems are reviewed and

updated on an on-going basis.

d. that they have prepared the annual accounts

on a going concern basis.

Employee Relationship:

The employees at all ranks of the Company have

extended their whole-hearted cooperation with the

Company for the smooth conduct of the affairs of

the Company and hence the employee relations of

the Company have been cordial. Your Directors

wish to place on record their appreciation to all the

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IFMR Investment Adviser Services Private Limited

employees for their contribution to the performance of the Company.

Acknowledgement:

Your Directors take this opportunity to thank the

Investment Managers of the funds under advice,

shareholders, employees, bankers, auditors,

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.

On behalf of the Board

Place: Chennai Date: May 2, 2014

Sucharita Mukherjee

Chairperson Bindu Ananth

Director

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Annual Report 2013-14

Report on Corporate Governance

Corporate Governance is the commitment of an

organization to follow ethics, fair practices and

transparency in all its dealings with its various

stakeholders such as Clients, Employees, Investors,

Government and the Community at large. Sound

corporate governance is the result of external

marketplace commitment and legislation plus a

healthy board culture which directs the policies and

philosophy of the organization. Your Company is

committed to good Corporate Governance in all its

activities and investment advisory processes.

Corporate Governance Philosophy

IFMR Investment Adviser Services Private

Limited’s philosophy on corporate governance

envisages adherence to the highest levels of

accountability, transparency and fairness, in all

areas of its operations and in all interactions with

its stakeholders. The Board shall work to ensure

the success and continuity of the Company’s

business through the appointment of qualified

management and through on-going monitoring to

assure the Company’s activities are conducted in a

responsible, ethical and transparent manner.

Board of Directors

In terms of the Corporate Governance philosophy

all statutory and other significant material

information is placed before the Board of

Directors to enable it to discharge its responsibility

of strategic supervision of the Company as trustees

of the Shareholders. The Board currently consists

of two Directors. All the members of the Board are

non-executive directors and the Company is in the

process of inducting independent directors.

During the year ended 31 March 2014, ten (10)

Board Meetings were held with a gap of not more

than four months between any two meetings.

Particulars of the Directors’ attendance to the

Board Meeting and particulars of their other

company directorships and committee

memberships are given below:

Name Nature of Directorship No. of

directorships

excluding the

Company

Board Meetings attended (Meetings held)

Sucharita Mukherjee Non-Executive

Chairperson

6 10 (10)

Bindu Ananth Non-Executive Director 7 10 (10)

Jayashree Venkatesan* Non-Executive Director NA 3 (3)

Puneet Gupta ** Non-Executive Director NA 2 (2)

* Resigned w.e.f August 5, 2013 ** Appointed on September 13, 2013. Resigned w.e.f February 28, 2014

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IFMR Investment Adviser Services Private Limited

Changes in Board Constitution

During the year ended March 31, 2014, the

following changes took place in the constitution of

the Board.

Jayshree Venkatesan who was appointed as an

Additional Director, on October 5, 2012 has

resigned from the Board of the Company with

effect from August 5, 2013. Puneet Gupta who was

appointed as an Additional Director, on September

13, 2013 has resigned from the Board of the

Company with effect from February 28, 2014.

Committees of the Board

During the year, the Strategic Counsel Committee,

Investment Recommendation Committee and

Originator Approval Committee of the Board were

constituted. The Board fixes the terms of reference

of committees and also delegated powers from

time to time. The minutes of the meetings of the

committee are circulated to the Board for its

information and confirmation.

Strategic Counsel Committee

The Strategic Counsel Committee provides advice

and overall guidance to the Company regarding the

formation, implementation and monitoring of the

Company’s business strategies. The Committee

currently has three members including the

Chairperson of the Company and two independent

members who are experts in fund management.

Terms of reference

The Committee’s goals and responsibilities shall

include, but not be restricted to:

Guide the management to help formulate

short- and long-term investment strategies

Recommending potential growth and

expansion opportunities for the Company.

Identify strategic issues or opportunities

material to the Company outside the scope of

the Company’s traditional business operations.

Performing such other responsibilities

regarding the Company’s overall strategy or

other matters as the Board may from time to

time assign the Committee.

Composition & Meetings

The Strategic Counsel Committee consists of the

following members (majority being non-executive

and independent):

1. Sucharita Mukherjee, Chairperson

2. Chaitanya Pande, Independent Member

3. Debi Guha, Independent Member

The Committee met once during financial year

2013-14.

Name Nature of

Membership

Meetings

attended

(Meetings

Held)

Sucharita Mukherjee Chairperson 1 (1)

Chaitanya Pande Member 1 (1)

Debi Guha Member 1 (1)

Investment Recommendation Committee

The Investment Recommendation Committee has

been constituted to evaluate investment proposals

made by the Investment Origination and

Management team and make the suitable

recommendations to investors and/or investment

managers.

Terms of reference

This Committee’s goals and responsibilities shall

be:

To review and recommend underwriting

guidelines for providing advisory services in

new asset classes and offering of advisory

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Annual Report 2013-14

services to new funds to the Board for its

approval

To review and recommend the investment

proposals made by the Investment

Origination and Management Team and make

necessary recommendations to the investment

managers

To evaluate and recommend terms and

conditions of all investments

To review and approve periodically policies

and guidelines governing the Company’s

investment recommendations and monitor

compliance with these policies

To perform such other responsibilities

regarding the Company’s investment

recommendation activities or policies or other

matters as the Board may from time to time

assign the Committee.

Composition & Meetings

The Investment Recommendation Committee

consists of the following members:

1. Sucharita Mukherjee, Chairperson

2. V.G. Suchindran, CEO

The Committee met once during financial year

2013-14.

Name Nature of

Membership

Meetings

attended

(Meetings

Held)

Sucharita Mukherjee Chairperson 1 (1)

V. G. Suchindran Member 1 (1)

Originator Appraisal Committee

The Originator Appraisal Committee has been

constituted for the first level screening of all

potential investees that meet the pre-due diligence

requirements. The primary responsibility of this

Committee is to review the recommendations of

the Investment Appraisal team and accord in-

principle approvals for retaining originators as

potential investees in the Funds for which the

Company will act as an Investment Adviser.

Composition & Meetings

The Originator Appraisal Committee consists of

the following members, namely,

1. Sucharita Mukherjee, Chairperson

2. V.G. Suchindran, CEO

3. Director of the respective asset class.

The Committee met 7 times during the financial

year 2013-14.

Name Nature of

Membership

Meetings

attended

(Meetings

Held)

Sucharita Mukherjee Chairperson 7 (7)

V. G. Suchindran Member 7 (7)

Berenice Rose Member 7 (7)

Remuneration of Non-Executive Directors

As a policy, the Company does not pay any sitting

fee or other remuneration to non-executive

Directors or other members of any committee

constituted of the Board.

General Body Meetings

During the financial year 2013-14, one Annual

General Meeting and three Extraordinary General

Meetings were held as per details given below:

Date Type of

meeting

Time Venue

June 10,

2013

EGM 10:00 am Registered office

of the Company

August 19,

2013

AGM 11:30 am Registered office

of the Company

September

13, 2013

EGM 5:30 pm Registered office

of the Company

February 26,

2014

EGM 12:30

pm

Registered office

of the Company

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IFMR Investment Adviser Services Private Limited

All the proposed resolutions, including special

resolutions, were passed by the shareholders as set

out in their respective Notices.

Compliance Report

The board reviews the compliance of all applicable

laws every quarter and gives appropriate directions,

wherever necessary.

Code of Conduct

The Board has adopted a code of conduct,

corporate governance policy and whistle blower

policy applicable to all directors and employees of

the Company.

Risk Management

The Company keeps the Board informed

periodically of the significant risks associated with

the business of the company and the various risk

identification and mitigation processes put in place

by the management.

Disclosures

The particulars of transactions between the

Company and its related parties, as defined in

Accounting Standard 18, are set out the financial

statements. There were no material transactions

with related parties i.e., transactions of the

company of material nature, with its promoters, the

directors or the management, their subsidiaries or

relatives etc. that may have potential conflict with

the interest of company at large.

General Shareholder Information

Financial year: April 1st to March 31st

Shareholding pattern as on March 31, 2014

Category Number of

Shares

% of

total

Promoters:

IFMR Holdings Private

Limited (including its

nominee)

95,000 100

Total 95,000 100

Address for Correspondence IFMR Investment Adviser Services Private Limited

10th Floor-Phase 1, IIT-Madras Research Park,

Kanagam Village, Taramani,

Chennai - 600 113

Tel.: +91 044 6668 7000

Fax: +91 044 6668 7010

E-mail: [email protected]

Website: http://ia.ifmr.co.in

On behalf of the Board

Place: Chennai Date: May 2, 2014

Sucharita Mukherjee

Chairperson

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Annual Report 2013-14

Independent Auditors’ Report

TO THE MEMBERS OF IFMR INVESTMENT ADVISER SERVICES PRIVATE LIMITED

(FORMERLY IFMR ADVISORY SERVICES PRIVATE LIMITED)

Report on the Financial Statements

We have audited the accompanying financial statements of IFMR INVESTMENT ADVISER

SERVICES PRIVATE LIMITED (formerly IFMR Advisory Services Private Limited) (“the Company”),

which comprise the Balance Sheet as at 31st March, 2014, the Statement of Profit and Loss and the Cash Flow

Statement for the year then ended, and a summary of the significant accounting policies and other

explanatory information.

Management’s Responsibility for the Financial Statements

The Company’s Management is responsible for the preparation of these financial statements that give a true

and fair view of the financial position, financial performance and cash flows of the Company in accordance

with the Accounting Standards notified under the Companies Act, 1956 (“the Act”) (which continue to be

applicable in respect of Section 133 of the Companies Act, 2013 in terms of General Circular 15/2013 dated

13th September, 2013 of the Ministry of Corporate Affairs) and in accordance with the accounting principles

generally accepted in India. This responsibility includes the design, implementation and maintenance of

internal control relevant to the preparation and presentation of the financial statements that give a true and

fair view and are free from material misstatement, whether due to fraud or error.

Auditors’ Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted

our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of

India. Those Standards require that we comply with ethical requirements and plan and perform the audit to

obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in

the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment

of the risks of material misstatement of the financial statements, whether due to fraud or error. In making

those risk assessments, the auditor considers internal control relevant to the Company’s preparation and fair

presentation of the financial statements in order to design audit procedures that are appropriate in the

circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s

internal control. An audit also includes evaluating the appropriateness of the accounting policies used and the

reasonableness of the accounting estimates made by the Management, as well as evaluating the overall

presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our

audit opinion.

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IFMR Investment Adviser Services Private Limited

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the

aforesaid financial statements give the information required by the Act in the manner so required and give a

true and fair view in conformity with the accounting principles generally accepted in India:

(a) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2014;

(b) in the case of the Statement of Profit and Loss, of the loss of the Company for the year ended on that

date; and

(c) in the case of the Cash Flow Statement, of the cash flows of the Company for the year ended on that

date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2003 (“the Order”) issued by the Central

Government in terms of Section 227(4A) of the Act, we give in the Annexure a statement on the

matters specified in paragraphs 4 and 5 of the Order.

2. As required by Section 227(3) of the Act, we report that:

(a) We have obtained all the information and explanations which to the best of our knowledge and

belief were necessary for the purposes of our audit.

(b) In our opinion, proper books of account as required by law have been kept by the Company so

far as it appears from our examination of those books.

(c) The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt with by

this Report are in agreement with the books of account.

(d) In our opinion, the Balance Sheet, the Statement of Profit and Loss, and the Cash Flow

Statement comply with the Accounting Standards notified under the Act (which continue to be

applicable in respect of Section 133 of the Companies Act, 2013 in terms of General Circular

15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs).

(e) On the basis of the written representations received from the directors as on 31st March, 2014

taken on record by the Board of Directors, none of the directors is disqualified as on 31st March,

2014 from being appointed as a director in terms of Section 274(1) (g) of the Act.

For DELOITTE HASKINS & SELLS

Chartered Accountants

(Firm’s Registration No. 008072S)

Bhavani Balasubramanian

(Partner)

CHENNAI, May 2, 2014 (Membership No. 22156)

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Annual Report 2013-14

ANNEXURE TO THE INDEPENDENT AUDITORS’ REPORT

(Referred to in paragraph 1 under ‘Report on Other Legal and Regulatory Requirements’ section of our

report of even date)

Having regard to the nature of the Company’s business / activities / results during the year, clauses (ii), (vi),

(vii), (viii), (x), (xi), (xii), (xiii), (xiv), (xv), (xvi), (xviii), (xix) and (xx) of paragraph 4 of the Order are not

applicable to the Company.

(i) In respect of its fixed assets:

(a) The Company has maintained proper records showing full particulars, including

quantitative details and situation of fixed assets.

(b) The fixed assets were physically verified during the year by the Management in

accordance with a regular programme of verification which, in our opinion, provides for

physical verification of all the fixed assets at reasonable intervals. According to the

information and explanation given to us, no material discrepancies were noticed on such

verification.

(c) The fixed assets disposed off during the year, in our opinion, do not constitute a

substantial part of the fixed assets of the Company and such disposal has, in our

opinion, not affected the going concern status of the Company.

(ii) The Company has neither granted nor taken any loans, secured or unsecured, to/from companies,

firms or other parties covered in the Register maintained under Section 301 of the Companies Act,

1956.

(iii) In our opinion and according to the information and explanations given to us, there is an adequate

internal control system commensurate with the size of the Company and the nature of its business

for the purchase of fixed assets and for the sale of services and during the course of our audit we

have not observed any continuing failure to correct major weaknesses in such internal control

system.

(iv) To the best of our knowledge and belief and according to information and explanations given to us,

there are no contracts or arrangements that need to be entered in the register maintained in

pursuance to Section 301 of Companies Act, 1956.

(v) According to the information and explanations given to us, in respect of statutory dues:

(a) The Company has generally been regular in depositing undisputed statutory dues, including

Income-tax, Service Tax, Cess and other material statutory dues applicable to it with the

appropriate authorities. The statutory dues relating to Provident Fund, Investor Education

and Protection Fund, Employees’ State Insurance, Sales Tax, Wealth Tax, Customs Duty and

Excise Duty are not applicable to the Company.

(b) There were no undisputed amounts payable in respect of Income-tax, Service Tax, Cess and

other material statutory dues in arrears as at 31st March, 2014 for a period of more than six

months from the date they became payable.

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IFMR Investment Adviser Services Private Limited

(c) There were no disputed amounts due in respect of Income-tax, Service Tax and Cess which

have not been deposited as on 31st March 2014.

(vi) In our opinion and according to the information and explanations given to us, and on an overall

examination of the Balance Sheet of the Company, we report that funds raised on short term basis

(excluding internal accruals) have, prima facie, not been used during the year for long term

investment.

(vii) To the best of our knowledge and according to the information and explanations given to us, no

fraud by the Company and no material fraud on the Company has been noticed or reported during

the year.

For DELOITTE HASKINS & SELLS

Chartered Accountants

(Firm Registration No. 008072S)

Bhavani Balasubramanian

(Partner)

CHENNAI, May 2, 2014 (Membership No. 22156)

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Annual Report 2013-14

Balance Sheet

Particulars Note No.

March 31, 2014 March 31, 2013

(Amount in INR) (Amount in INR)

A. Equity and Liabilities (1) Shareholders’ funds (a) Share Capital 3 10,500,000 3,500,000

(b) Reserves and Surplus 4 (6,095,463) (806,871)

4,404,537 2,693,129

(2) Non-Current Liabilities Long-Term Provisions 5 125,124 49,475

125,124 49,475

(3) Current Liabilities (a) Trade Payables 6 1,267,172 613,561

(b) Other Current liabilities 7 783,281 24,710

2,050,453 638,271

Total 6,580,114 3,380,875

B. Assets (1) Non-Current Assets Fixed Assets Tangible Assets 11 32,878 39,013

32,878 39,013

(2) Current Assets (a) Current Investments 8 5,710,000 -

(b) Cash and Cash Equivalents 9 177,113 2,272,554

(c) Short-Term Loans and Advances 10 660,123 1,069,308

6,547,236 3,341,862

Total 6,580,114 3,380,875

See accompanying notes forming part of the financial statements

In terms of our report attached For Deloitte Haskins & Sells For and on behalf of the Board of Directors

Chartered Accountants

Bhavani Balasubramanian Sucharita Mukherjee Bindu Ananth

Partner Chairperson Director

Place: Chennai Date: May 2, 2014

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IFMR Investment Adviser Services Private Limited

Statement of Profit and Loss

Particulars Note No.

Year ended March 31, 2014

Period ended March 31, 2013

(Amount in INR) (Amount in INR)

Income

Revenue from operations

- -

Other Income 12 398,930 -

Total Revenue (I)

398,930 -

Expenses

Employee Benefits Expense 13 4,453,652 51,691

Depreciation 11 22,712 9,887

Other Expenses 14 1,211,158 745,293

Total Expenses (II)

5,687,522 806,871

Loss Before Tax (I-II)

(5,288,592) (806,871)

Tax Expenses:

a) Tax Expenses for the Current Period

- -

b) Deferred Tax

- -

- -

Loss for the Year

(5,288,592) (806,871)

Earnings per share (of Rs.100 each)

Basic 17 (88.00) (157.32)

Diluted 17 (88.00) (157.32)

See accompanying notes forming part of the financial statements

In terms of our report attached

For Deloitte Haskins & Sells For and on behalf of the Board of Directors

Chartered Accountants

Bhavani Balasubramanian Sucharita Mukherjee Bindu Ananth

Partner Chairperson Director

Place: Chennai Date: May 2, 2014

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Annual Report 2013-14

Cash Flow Statement

Particulars

Year ended March 31, 2014

Period ended March 31, 2013

(Amount in INR) (Amount in INR)

Cash Flow From Operating Activities:

Loss before Tax (5,288,592) (806,871)

Adjustments for:

Depreciation 22,712 9,887

Provision for Gratuity 75,649 49,475

Provision no longer required written back (6,472) -

Operating Loss before Working Capital Changes (5,196,703) (747,509)

Changes in working capital:

Adjustments for (increase)/decrease in Operating Assets

Short Term Loans & Advances 409,185 (1,069,308)

Adjustments for increase/(decrease) in Operating Liabilities

Current Liabilities

- Trade payables 653,611 -

- Other Current liabilities 765,043 638,271

Cash used in operations (3,368,864) (1,178,546)

Net income taxes Paid/(Refunded) - -

Net Cash used in Operations Activities (A) (3,368,864) (1,178,546)

Cash Flow From Investing Activities:

Purchase of Fixed Assets (88,354) (48,900)

Sale of Fixed Assets 71,777 -

Net Cash used in Investing Activities (B) (16,577) (48,900)

Cash Flow From Financing Activities:

Proceeds from issue of Equity Shares 7,000,000 2,500,000

Proceeds from issue of Preference Shares - 1,000,000

Net cash generated from Financing Activities (C ) 7,000,000 3,500,000

Net Increase/(Decrease) in Cash and Cash Equivalents (A+B+C)

3,614,559 2,272,554

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IFMR Investment Adviser Services Private Limited

Particulars

Year ended March 31, 2014

Period ended March 31, 2013

(Amount in INR) (Amount in INR)

Cash and Cash Equivalents at the beginning of the period 2,272,554 -

Cash and Cash Equivalents at the end of the period 5,887,113 2,272,554

Reconciliation of Cash and Cash equivalents:

Cash and Cash Equivalents as per Balance sheet (Refer Note 9) 177,113 2,272,554

Less: Bank balances not considered as Cash and cash equivalents as defined in AS 3 Cash Flow Statements

- -

Add: Current Investments considered as part of cash and cash equivalents as defined in AS 3 Cash flow statements)

5,710,000 -

Net Cash and cash equivalents (as defined in AS 3 Cash Flow Statements)

5,887,113 2,272,554

Cash and cash equivalents at the end of the period comprises of:

(a) Balances with banks in Current Account 176,002 2,272,554

(b) Cash on Hand 1,111 -

(c) Investments in Mutual funds 5,710,000 -

See accompanying notes forming part of the financial statements

In terms of our report attached

For Deloitte Haskins & Sells For and on behalf of the Board of Directors

Chartered Accountants

Bhavani Balasubramanian Sucharita Mukherjee Bindu Ananth

Partner Chairperson Director

Place: Chennai Date: May 2, 2014

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Annual Report 2013-14

Notes Forming Part of Financial Statements

Note 1 - Corporate Information

IFMR Investment Adviser Services Private Limited (Formerly IFMR Advisory Services Private Limited) was

incorporated on September 27, 2012, under The Companies Act, 1956 with the aim to undertake the business

of facilitating investments and act as advisors to provide financial / investment advice to both Indian and

Foreign Investors. The company is currently a wholly owned subsidiary of IFMR Holdings Private Limited.

Note 2 - Significant Accounting Policies

2.1 Basis of accounting and preparation of financial statements:

The financial statements of the Company have been prepared in accordance with the Generally

Accepted Accounting Principles in India (Indian GAAP) to comply with the Accounting Standards

notified Section 211(3C) of the Companies Act, 1956 (“the 1956 Act”) (which continue to be

applicable in respect of Section 133 of the Companies Act, 2013 (“the 2013 Act”) in terms of General

Circular 15/2013 dated September 13, 2013 of the Ministry of Corporate Affairs) and the relevant

provisions of the 1956 Act/ 2013 Act, as applicable. The Financial statements have been prepared on

accrual basis under the historical cost convention.

The Company is a subsidiary of IFMR Holdings Private Limited, which is not a Small and Medium

Sized entity (SMC) as defined in the General Instructions in respect of Accounting Standards notified

under the Companies Act, 1956. Accordingly, the Company has also been classified as non-SMC and

has complied with the accounting standards as applicable to a non - SMC.

2.2 Use of estimates

The preparation of the financial statements in conformity with the Generally Accepted Accounting

Principles requires the management estimates and assumptions to be made that affect the reported

amounts of assets and liabilities on the date of financial statements and the reported amount of

revenues and expenses during the period. Management believes that the estimates used in preparation

of the financial statements are prudent and reasonable. Future results could differ due to these

estimates and the differences between the actual results and the estimates are recognized in the periods

in which the results are known / materialise.

2.3 Fixed Assets and Depreciation:

Fixed assets are carried at historical cost less accumulated depreciation and impairment losses, where

applicable. The Company capitalizes all costs relating to the acquisition and installation of fixed assets.

Cost comprises the purchase price and any attributed cost of bringing the asset to its working

condition for its intended use. Depreciation on assets is provided on the Written down Value Method

at the following rates based on the management’s estimate of the useful life of the asset, which are

higher than the rates prescribed under Schedule XIV of the Companies Act, 1956:

Asset category Depreciation rate

Computers 60%

Assets individually costing less than Rs.5,000 added during the year are fully depreciated.

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IFMR Investment Adviser Services Private Limited

2.4 Employee benefits:

Employee benefits include provident fund and gratuity.

Defined contribution plans:

As the number of employees on the rolls of the Company is less than the statutory minimum required

for Provident Fund (PF) registration, no registration is required to be made by the Company with

Provident Fund department and no remittances have been made to appropriate Authorities.

Gratuity

The Company accounts for its liability for future gratuity benefits based on the actuarial valuation, as at

the balance sheet date, determined by an Independent Actuary using the Projected Unit Credit method

and is provided for. The company’s gratuity plan is non-funded.

Actuarial gains and losses are recognized in the statement of Profit and Loss account in the year in

which they occur.

Compensated absences

Benefits of Compensated absences are not provided to the employees of the company.

2.5 Taxes on Income:

i) Current Tax:

Current tax is determined in accordance with the provisions of the Income Tax Act, 1961

ii) Deferred Tax: Deferred tax is recognised on timing differences, being the differences between the taxable income

and the accounting income that originate in one period and are capable of reversal in one or more

subsequent periods. Deferred tax is measured using the tax rates and the tax laws enacted or

substantively enacted as at the reporting date. Deferred tax liabilities are recognised for all timing

differences. Deferred tax assets are recognised for timing differences of items other than

unabsorbed depreciation and carry forward losses only to the extent that reasonable certainty exists

that sufficient future taxable income will be available against which these can be realised. Deferred

tax assets and liabilities are offset if such items relate to taxes on income levied by the same

governing tax laws and the Company has a legally enforceable right for such set off. Deferred tax

assets are reviewed at each Balance Sheet date for their realisability.

2.6 Provisions and Contingencies:

Provisions are recognised only when the Company has a present or legal or constructive obligation as a

result of past events for which it is probable that an outflow of economic benefit will be required to

settle the transaction and a reliable estimate can be made for the amount of the obligation. Contingent

liability is disclosed for (i) Possible obligation which will be confirmed only by future events not wholly

within the control of the company or (ii) Present obligation arising from past events where it is not

probable that an outflow of resources will be required to settle the obligation or a reliable estimate of

the amount of the obligation cannot be made.

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Annual Report 2013-14

2.7 Service tax input credit:

Service tax input credit is accounted for in the books in the period in which the underlying service

received is accounted and when there is no uncertainty in availing / utilizing the same.

Note 3 - Share Capital

Particulars March 31, 2014 March 31, 2013

(Amount in INR) (Amount in INR)

Authorised

95,000 ( Previous Year : 25,000) Equity Shares of Rs.100 each

with voting rights # 9,500,000 2,500,000

10,000 ( Previous Year : 10,000) Redeemable Preference Shares

of Rs.100 each 1,000,000 1,000,000

Total 10,500,000 3,500,000

Issued, Subscribed and Fully Paid up

95,000 ( Previous Year : 25,000) Equity Shares of Rs.100 each

with voting rights 9,500,000 2,500,000

10,000 ( Previous Year : 10,000) Redeemable Preference Shares

of Rs.100 each 1,000,000 1,000,000

Total 10,500,000 3,500,000

# In the Board Meeting held on August 19, 2013 the authorised Equity Share Capital has been increased from

Rs.2,500,000 (25,000 shares of Rs.100 Each)- to Rs.9,500,000 (95,000 shares of Rs.100 Each) the same has

been allotted to IFMR Trust.

(a) Details of Shares held by each Shareholder more than 5% of Shares

Name of the Shareholder

March 31, 2014 March 31, 2013

No. of

Shares held

% of

Shareholding

No. of

Shares held

% of

Shareholding

IFMR Holdings Private Limited (Holding

Company) along with its nominee –

Equity Shares

95,000 100 - -

IFMR Holdings Private Limited (Holding

Company)– Preference Shares 10,000 100

IFMR Trust and its nominee - Equity

Shares 25,000 100

IFMR Trust – Preference Shares 10,000 100

(b) During the year, M/s. IFMR Trust transferred its entire equity shareholding of 94,999 equity shares

(entire shareholding of the company) of Rs.100 each to M/s. IFMR Holdings Private Limited. Consequently,

the Company has become the subsidiary of M/s. IFMR Holdings Private Limited with effect from the date of

transfer i.e., March 31, 2014.

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IFMR Investment Adviser Services Private Limited

(c) Terms / rights attached to Equity Shares: The Company has only one class of Equity Shares having par value of Rs.100 per share. Each holder of

equity shares is entitled to one vote per share.

In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining

assets of the Company. The distribution will be in proportion to the number of equity shares held by the

shareholders.

(d) Terms / rights attached to Preference Shares: Preference Shares are redeemable at par at the end of 4 years from the date of allotment i.e. February 28,

2013

The preference shareholder is entitled to vote only on resolution placed before the Company which directly

affects the rights attached to such preference shares as set out in Section 87 of the Companies Act, 1956. The

right to entitlement for dividend on preference shares not declared in a financial year shall be carried forward

to the subsequent financial years.

(e) Preference Dividend: Arrears of Fixed Cumulative Dividend on Preference Shares as at March 31, 2014 – Rs.87,014 (As at March

31, 2013 – Rs.7,014)

Note 4: Reserves and Surplus

Particulars March 31, 2014 March 31, 2013

Amount in INR Amount in INR

Deficit in Statement of Profit and Loss

Opening Balance (806,871) -

Add: Loss for the Year (5,288,592) (806,871)

Closing balance (6,095,463) (806,871)

Note 5: Long Term Provisions

Particulars March 31, 2014 March 31, 2013

Amount in INR Amount in INR

Provision for Employee Benefits:

Provision for Gratuity 125,124 49,475

Total 125,124 49,475

Note 6: Trade Payables

Particulars March 31, 2014 March 31, 2013

Amount in INR Amount in INR

Sundry Creditors 127,913 115,260

Advance from Related Parties (Refer Note 16) 1,139,259 498,301

Total 1,267,172 613,561

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Annual Report 2013-14

Note 7: Other Current Liabilities

Particulars March 31, 2014 March 31, 2013

Amount in INR Amount in INR

Statutory Liabilities 175,506 10,517

Other Liabilities- Accrued expenses 607,775 14,193

Total 783,281 24,710

Note 8: Current Investments

Particulars March 31, 2014 March 31, 2013

Amount in INR Amount in INR

Investment in Mutual Funds - (valued at lower of cost and

Fair Value - unquoted - fully paid-up)

Templeton India Treasury Management Account Fund - Super

IP (2,992 units) of Rs.1,908.63 each (Previous Year - NIL) 5,710,000 -

Total 5,710,000 -

Aggregate Market Value of current Investments 5,725,485 -

Aggregate amount of Unquoted Investment 5,710,000 -

Aggregate of value of Investments in the nature of Cash and cash

equivalents (as defined under AS 3) 5,710,000 -

Note 9: Cash and Cash Equivalents

Particulars March 31, 2014 March 31, 2013

Amount in INR Amount in INR

Cash and cash equivalents as defined in AS-3

Balance in Current account 176,002 2,272,554

Cash on Hand 1,111 -

Total 177,113 2,272,554

Note 10: Short Term Loans and Advances

Particulars March 31, 2014 March 31, 2013

Amount in INR Amount in INR

Advance to Related Parties (Refer Note 16) 241,460 995,725

Advances Recoverable in Cash or in kind or for value to be

received 176,180 73,583

Security Deposit for Employees 208,000 -

Balances with Govt. Authorities -Service Tax credit receivable 34,483 -

Total 660,123 1,069,308

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IFMR Investment Adviser Services Private Limited

No

te 1

1: F

ixed

Ass

ets

Net

Blo

ck

As

at

Marc

h 3

1,

2013

39,0

13

39,0

13

-

As

at

Marc

h 3

1,

2014

32,8

78

32,8

78

(39,0

13)

Dep

reci

ati

on

As

at

Marc

h 3

1,

2014

16,8

76

16,8

76

(9,8

87)

Dele

tio

ns

du

rin

g t

he

year

15,7

23

15,7

23

-

Fo

r th

e

year

22,7

12

22,7

12

(9,8

87)

As

at

Ap

ril

1,

2013

9,8

87

9,8

87

-

Gro

ss B

lock

As

at

Marc

h 3

1,

2014

49,7

54

49,7

54

(48,9

00)

Dele

tio

ns

du

rin

g t

he

year

87,5

00

87,5

00

-

Ad

dit

ion

s

du

rin

g t

he

year

88,3

54

88,3

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Annual Report 2013-14

Note 12: Other Income

Particulars

Year ended

March 31, 2014

Period ended

March 31, 2013

Amount in INR Amount in INR

Gain on sale of current investment 385,324 -

Interest on Fixed Deposits 7,134 -

Provisions no longer required written back 6,472 -

Total 398,930 -

Note 13: Employee Benefits Expense

Particulars

Year ended March 31, 2014

Period ended March 31, 2013

Amount in INR Amount in INR

Salaries and Wages 4,331,201 -

Staff Welfare Expenses 46,802 2,216

Gratuity 75,649 49,475

Total 4,453,652 51,691

Note 14: Other Expenses

Particulars

Year ended

March 31, 2014

Period ended

March 31, 2013

Amount in INR Amount in INR

Rent and Amenities 387,115 128,332

Repairs and Maintenance 1,400 2,900

Printing and Stationery 8,114 10,402

Telephone Expenses 26,348 11,341

Travelling and Conveyance 265,168 39,292

Legal and Professional Charges 134,938 364,824

Rates and Taxes 262,640 73,967

Auditors' Remuneration

For Statutory Audit (inclusive of Service Tax) 112,360 112,360

For Reimbursement of expenses 7,348 -

Miscellaneous expenses 5,727 1,875

Total 1,211,158 745,293

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IFMR Investment Adviser Services Private Limited

Disclosures under Accounting Standards

Note 15: Employee Benefits:

The company’s obligation towards gratuity is a defined benefit plan and no fund is being maintained. The

details for actuarial valuation are given below:

Particulars

Year ended March 31, 2014

Period ended March 31, 2013

Amount in INR Amount in INR

Movements in Accrued Liability

Accrued Liability as at beginning of the period: 49,475 -

Interest Cost 3,958 -

Current Service Cost 125,124 -

Actuarial (gain) / loss (53,433) 49,475

Accrued Liability as at the end of the Year: 125,124 49,475

Amounts to be recognized in the Balance Sheet

Present Value of obligations as on the accounting date: 125,124 49,475

Fair Value of the Plan Assets: - -

Liability to be recognised in the Balance Sheet: 125,124 49,475

Expenses to be recognized in Statement of Profit and Loss

Interest Cost 3,958 -

Current Service Cost 125,124 -

Net Actuarial (gain) / loss (53,433) 49,475

Net Expenses to be recognized in Statement of Profit and

Loss 75,649 49,475

Reconciliation

Net Liability as at the beginning of the year 49,475 -

Net Expenses in statement of Profit and loss 75,649 49,475

Benefits paid - -

Net liability as at the end of the Year 125,124 49,475

Principal Actuarial Assumptions

Interest Rate (Liabilities) 9.00% 8.00%

Return on Assets N.A. N.A.

Mortality Table LIC (94-96) LIC (94-96)

Resignation Rate per annum 10.00% 10.00%

Salary Escalation Rate 10.00% 10.00%

Note:-

i) The estimate of future salary increase takes in to account inflation, seniority, promotion and other relevant

factors.

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Annual Report 2013-14

ii) Discount rate is the prevailing market yields used by LIC for similar computations.

iii) Experience Adjustments:

Particulars

Year ended

March 31, 2014

Period ended

March 31, 2013

Amount in INR Amount in INR

On plan Liability (gain)/loss 42,787 49,475

On plan Assets (gain) / loss - -

Present Value of benefit obligations 125,124 49,475

Fair Value of Plan Assets - -

Excess of obligation over plan assets 125,124 49,475

Note 16: Related party disclosures

Information relating to related party transaction for the year ended March 31, 2014 (as identified by

management and relied upon by Auditors)

a) Parties where control exists:

Holding Company : IFMR Holdings Private Limited (With effect from March 31, 2014)

Controlling Entity : IFMR Trust represented by IFMR Trusteeship Services Private Limited (Up to

March 30, 2014)

b) Fellow Subsidiaries with whom the Company had transactions during the Year:

IFMR Mezzanine Finance Private Limited

IFMR Investment Managers Private Limited

c) Key Management Personnel:

V.G.Suchindran – Chief Executive Officer (with effect from September 2, 2013)

Transactions with related parties during the Year:

Related Party Transaction

Year ended March 31, 2014

Period ended March 31, 2013

Amount in INR Amount in INR

IFMR Trust

Equity Shares Allotted 7,000,000 2,500,000

Preference Shares Allotted - 1,000,000

Employee Sharing Cost 49,977 225,419

Infrastructure Cost 339,961 115,498

Reimbursement of expenses 251,020 157,384

IFMR Mezzanine Finance

Private Limited

Asset Sold 71,777 -

Asset purchased (49,754) -

Reimbursement of expenses 624,491 995,725

IFMR Investment Managers

Private Limited Reimbursement of expenses 423,776 -

V.G.Suchindran Remuneration 3,500,000 -

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IFMR Investment Adviser Services Private Limited

Outstanding balances with related parties as on balance sheet date:

Related Party Transaction March 31, 2014 March 31, 2013

Amount in INR Amount in INR

IFMR Trust Advances Payable 1,139,259 498,301

IFMR Mezzanine Finance Private

Limited Advance Receivable 25,684 995,725

IFMR Investment Managers

Private Limited Advance Receivable 423,776 -

Note 17: Earnings per share – Basic and Diluted:

Year ended

March 31, 2014

Period ended

March 31, 2013

Amount in INR Amount in INR

Loss for the year attributable to equity shareholders (5,288,592) (806,871)

Weighted average shares outstanding during the year 60,096 5,129

Basic and Diluted Earnings per Share (88.00) (157.32)

Note 18:

The company has entered into an agreement with IFMR Investment managers Services Private Limited for

providing investment adviser services for proposed IFMR Finance for Freedom Social Venture Fund. The

agreement shall be operational subsequent to the registration of the said fund and launch of the same.

Note 19:

The financial statements of the previous period included the operating results for part of the year from

September 27, 2012 to March 31, 2013. Therefore, previous period figures are not comparable with that of

the current year. Previous period figures have been re-grouped / re-classified wherever necessary to confirm

to current year classification.

For and on behalf of the Board of Directors

Place: Chennai Sucharita Mukherjee Bindu Ananth Date: May 2, 2014 Chairperson Director

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Annual Report 2013-14

Board of Directors

Sucharita Mukherjee Chairperson

Sucharita Mukherjee is currently CEO of IFMR Holdings and Vice Chairperson

of IFMR Trust. She is the founder and was CEO of IFMR Capital since

inception till 2012. Prior to joining IFMR Capital, Sucharita Mukherjee led the

origination and structuring effort in credit derivatives and structured finance for

corporates at Morgan Stanley in London. Her work included developing

innovative asset-backed financing structures in such areas as intellectual

property and health-care receivables. She was also part of the credit derivatives

team at Deutsche Bank in London, structuring credit-derivatives-linked

repackaged investments for financial institutions. Sucharita Mukherjee holds a

bachelor’s degree in Economics and an MBA from IIM Ahmedabad.

Bindu Ananth is the Chair of IFMR Trust. Prior to this, she worked in ICICI

Bank’s microfinance team between 2001 and 2005 and was Head of the new

product development team within the Rural Banking Group in 2007. Bindu

Ananth has an under-graduate degree in Economics from Madras University

and Masters Degrees from the Institute of Rural Management (IRMA) and

Harvard University’s John. F. Kennedy School of Government. She is a Fellow

of the Global Economic Society and a member of the FICCI Taskforce on

Financial Inclusion. She was a member of the RBI Committee (2013) on

Comprehensive Financial Services for Low-Income Households and Small

Businesses

Bindu Ananth

Director

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IFMR Investment Adviser Services Private Limited

Strategic Counsel Committee–Independent Members

Chaitanya Pande has over 18 years of experience in Investment management

with specialization in Fixed Income and Structured Products as well as valuation

and portfolio risk management. A mathematics graduate from St Stephens,

Chaitanya after completing a Post Graduate diploma in Finance & Corporate

Strategy from IMI Delhi, started his career with Jardine Fleming before joining

ICICI Prudential AMC. After an award winning stint of 10 years, as CIO &

Head of Fixed Income, Chaitanya decided to set up Polymath Capital.

His efficiency in fund management also won him the title of India’s Most

Astute Bond Investor by Asset Magazine for the year 2007 and the coveted

Business Standard Fund Manager of the Year (Debt) – 2011 in addition to

several other fund awards.

Chaitanya Pande

Member

Debi Guha Member

Debi Guha has more than two decades of experience in the financial services

industry. She started her career in ICICI from 1993 to 1998 where she was a

founding member of the Infrastructure Industry Group. She then began her

investing career with GIC Special Investments (the alternate investment arm of

the Government of Singapore Investment Corporation), where she headed GIC

SI’s investment activities in multiple countries including India and worked with

them for 12 years. In 2012, she set up Arcus India Advisors Pvt Ltd, an Indian

asset management company focused on investing in credit oriented strategies.

Debi has considerable expertise in private equity, structured debt and

mezzanine.

She is an MBA from the Indian Institute of Management, Ahmedabad and a BE

in Electrical Engineering (Gold medalist) from Jadavpur University.

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Annual Report 2013-14

Notes

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(formerly IFMR Advisory Services Private Limited) CORPORATE AND REGISTERED OFFICE

10th Floor Phase I, IITM Research Park, Kanagam Village, Taramani, Chennai – 600113, India

Tel: +91 44 66687000; Fax: +91 44 66687010

Email: [email protected], Website: http://ia.ifmr.co.in © Copyright, 2014 IFMR Investment Adviser Service Private Limited. All Rights Reserved.