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IDFC Ltd.

BSE: 532659 Sector: Financials
NSE: IDFC ISIN Code: INE043D01016
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OPEN 55.30
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VOLUME 993889
52-Week high 71.20
52-Week low 50.20
P/E 172.27
Mkt Cap.(Rs cr) 9,073
Buy Price 0.00
Buy Qty 0.00
Sell Price 56.85
Sell Qty 500.00
OPEN 55.30
CLOSE 54.85
VOLUME 993889
52-Week high 71.20
52-Week low 50.20
P/E 172.27
Mkt Cap.(Rs cr) 9,073
Buy Price 0.00
Buy Qty 0.00
Sell Price 56.85
Sell Qty 500.00

IDFC Ltd. (IDFC) - Director Report

Company director report

Dear Shareholders

Your Directors have pleasure in presenting the Twentieth Annual Report on the businessand operations of the Company together with the audited financial statements for thefinancial year ended March 31 2017.

OPERATIONS REVIEW

During FY16 your Company transferred its financing undertaking into IDFC Bank Limited("IDFC Bank") effective October 1 2015 post receipt of approval fromHon'ble High Court of Madras to demerger scheme and on fulfilment of all conditionsmentioned in the demerger scheme and receipt of Universal Banking License by IDFC Bank.

From October 1 2015 your Company is operating as NBFC – Investment Companymainly holding investment in IDFC Financial Holding Company Limited ("IDFCFHCL") (Non Operative Financial Holding Company) which in turn holds investmentsin IDFC Bank IDFC Asset Management Company Limited IDFC Alternatives Limited IDFCSecurities Limited and IDFC Infrastructure Finance Limited (formerly IDFC Infra Debt FundLimited).

During the year under review IDFC Limited ("IDFC" or "theCompany") infused additional equity in IDFC FHCL which has been dealt with indetail in the paragraph on Subsidiary companies.

Balance sheet size increased from Rs 9620 crore as at March 31 2016 to Rs 9878 croreas at March 31 2017. Profit After Tax for the year was Rs 55.75 crore as compared to lossof Rs 1162.14 crore in previous year ended March 31 2016. Net worth of the Company as atMarch 31 2017 was Rs 9650 crore as compared to Rs 9589 crore as at March 31 2016.

During the year the Company transferred Rs 11.20 crore to Special Reserve undersection 45-IC of the Reserve Bank of India Act 1934. The details of amount transferred toreserves are given in note no. 5 of the notes forming part of standalone financialstatements.

Details of business overview and outlook of the Company and it's subsidiaries areappearing in the chapter Management Discussion and Analysis which forms part of thisAnnual Report.

SR. NO. NAME OF THE SUBSIDIARY DIRECT / INDIRECT SUBSIDIARY % OF SHAREHOLDING
Domestic Subsidiaries
i. IDFC Financial Holding Company Limited Direct Subsidiary 100
IDFC Foundation (a Company within the meaning of
ii. Direct Subsidiary 100
Section 8 of the Act)
iii. IDFC Projects Limited Direct Subsidiary 100
iv. IDFC Bank Limited Indirect Subsidiary through IDFC FHCL 52.88
v. IDFC Bharat Limited (Formerly known as Grama Vidiyal Micro Finance Limited) Indirect Subsidiary through IDFC Bank 52.88
vi. IDFC Infrastructure Finance Limited (Formerly known as IDFC Infra Debt Fund Limited) Indirect Subsidiary through IDFC FHCL 81.48
vii. IDFC Alternatives Limited Indirect Subsidiary through IDFC FHCL 100
viii. IDFC Trustee Company Limited Indirect Subsidiary through IDFC FHCL 100
ix. IDFC Securities Limited Indirect Subsidiary through IDFC FHCL 100
x. IDFC Asset Management Company Limited Indirect Subsidiary through IDFC FHCL 100
xi. IDFC AMC Trustee Company Limited Indirect Subsidiary through IDFC FHCL 100
Foreign Subsidiaries
i. IDFC Capital (Singapore) Pte. Limited Indirect Subsidiary through IDFC Alternatives 100
ii. IDFC Securities Singapore Pte. Limited Indirect Subsidiary through IDFC Securities 100
iii. IDFC Capital (USA) Inc. Indirect Subsidiary through IDFC Securities 100
iv. IDFC Investment Managers (Mauritius) Ltd. Indirect Subsidiary through IDFC AMC 100

DIVIDEND

Your Directors are pleased to recommend a dividend of Rs 0.25 per equity share of Rs 10each (i.e. 2.5%) for the year ended March 31 2017.

The Register of Members and Share Transfer Books will remain closed from July 22 2017to July 28 2017 (both days inclusive) for the purpose of payment of dividend for thefinancial year ended March 31 2017.

Dividend will be paid to those Members whose names appear in the Register of Members ason July 21 2017. In respect of shares held in dematerialised form it will be paid tothose Shareholders whose names are furnished by National Securities Depository Limited andCentral Depository Services (India) Limited as beneficial owners as on that date.

Above dividend would be paid subject to approval by the Shareholders at the ensuingAnnual General Meeting ("AGM").

DIVIDEND DISTRIBUTION POLICY

In accordance with the Regulation 43A of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 ("SEBI LODR Regulations") IDFC hasformulated a Dividend Distribution Policy. The policy was adopted to set out theparameters and circumstances that will be taken into account by the Board in determiningthe distribution of dividend to its Shareholders and / or retaining profits earned by theCompany. The said policy is hosted on the website of the Company and can be viewed athttp://www.idfc. com/investor_relations/corporate_ governance_policies.htm.

SUBSIDIARY COMPANIES

The Company has eleven domestic direct / indirect subsidiaries and four foreignindirect subsidiaries as on March 31 2017 details of which are given in Table 1.

During the year under review the following changes took place in the group corporatestructure of your Company:

1. Merger of IDFC Finance Limited with IDFC Projects Limited

A petition was filed with the Hon'ble High Court of Judicature at Bombay on July 12016 for the merger of IDFC Finance Limited with IDFC Projects Limited which was approvedby the Hon'ble High Court vide its Order dated November 18 2016.

The said merger became effective from April 1 2016.

2. Acquisition of Stake in IDFC Bharat Limited by IDFC Bank

On October 13 2016 IDFC Bank acquired 100% equity stake of Grama Vidiyal MicroFinance Limited (now renamed as IDFC Bharat Limited) making it a wholly owned subsidiaryof IDFC Bank.

In view of the acquisition IDFC Bharat Limited ("IDFC Bharat")surrendered its NBFC-MFI Licence issued by the Reserve Bank of India ("RBI")and has discontinued its micro finance business. IDFC Bharat is presently acting as aBusiness Correspondent to IDFC Bank for distribution of the products of IDFC Bank.

3. Acquisition of Stake of Natixis Global Asset Management in IDFC Asset ManagementCompany Limited ("IDFC AMC") and IDFC AMC Trustee Company Limited ("IDFCAMC Trustee")

IDFC FHCL wholly owned subsidiary of IDFC held approximately 75% equity stake of IDFCAMC and IDFC AMC Trustee and the balance stake (approximately 25%) was held by NatixisGlobal Asset Management ("NGAM"). In March 2017 IDFC FHCL acquired thestake held by NGAM in both IDFC AMC and IDFC AMC Trustee thereby making them its whollyowned subsidiaries.

To give effect to the aforesaid transaction with NGAM IDFC infused funds in IDFC FHCLby subscribing to the equity shares of IDFC FHCL at par.

JOINT VENTURES

IDFC Foundation a Section 8 Company within the meaning of the Companies Act 2013 ("Act")and a wholly owned subsidiary of the Company has following three Joint Ventures:

• Delhi Integrated Multi-Modal Transit System Limited ("DIMTS")

• Infrastructure Development Corporation (Karnataka) Limited ("iDeCK")

• Uttarakhand Infrastructure Development Company Limited ("UDeC")- under liquidation

Additionally iDeCK has one Joint Venture - Rail Infrastructure Development Company(Karnataka) Limited.

ASSOCIATES

IDFC Bank has two associate companies namely Feedback Infra

Private Limited and Millennium City Expressways Private Limited.

In addition IDFC Projects Limited a wholly owned subsidiary of the Company has oneassociate company namely Jetpur Somnath Tollways Private Limited.

CONSOLIDATED

FINANCIAL STATEMENTS

The Board of Directors of IDFC reviews the affairs of its subsidiary companiesregularly. In accordance with the provisions of Section 129(3) of the Act the Company hasprepared Consolidated Financial Statements including requisite details of all thesubsidiaries. Further a statement containing the salient features of performance andfinancial positions of all the subsidiary companies / associates / joint ventures in theformat AOC-I is appended as Annexure 1.

In accordance with Section 136 of the Act the audited Financial Statements togetherwith the Consolidated Financial Statements and related information of the Company andaudited accounts of each subsidiary company are available on the website of the Company:www.idfc.com.

Detailed analysis of the performance of IDFC and its businesses including initiativesin the areas of Risk Management Human Resources and IDFC Foundation activities has beenpresented in the section on Management Discussion & Analysis which forms part of thisAnnual Report.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

IDFC had 10 employees as on March 31 2017 and 4294 employees at the group level.

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3)of the Companies (Appointment and Remuneration of

Managerial Personnel) Rules 2014 as amended from time to time a statement showingthe names and other particulars of the employees drawing remuneration in excess of thelimits set out in the said rules are provided in this Annual Report. Having regard to theprovisions of the first proviso to Section 136(1) of the Act the Annual Report excludingthe aforesaid information is being sent to the Shareholders of the Company. The saidinformation is available for inspection at the Registered Office and Corporate Office ofthe Company during working hours and any Member interested in obtaining such informationmay write to the Company Secretary and the same will be furnished on request.

Disclosure pertaining to remuneration & other details as required under section197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 as amended from time to time are appended as

Annexure 2

SHARE CAPITAL UPDATE

During the year the Company issued and allotted 1920902 Equity Shares to eligibleemployees of IDFC and its subsidiaries on exercise of options granted under Employee StockOption Scheme 2016 ("IDFC ESOS - 2016"). As on March 31 2017 the totalpaid up capital of IDFC was 1595941570 equity shares of Rs 10/- each.

EMPLOYEE STOCK OPTION SCHEME

Pursuant to the resolution passed by the Members through Postal Ballot dated June 252016 IDFC introduced IDFC ESOS - 2016 to enable the employees of IDFC and itssubsidiaries to participate in the future growth and financial success of the Company. TheScheme is in compliance with the SEBI

(Share Based Employee Benefits) Regulations 2014. All Options vest in graded mannerand are required to be exercised within a specific period. The Company has used theintrinsic value method to account for the compensation cost of stock to employees of theCompany. Intrinsic value is the amount by which the quoted market price of the underlyingshare on the date prior to the date of the grant exceeds the exercise price of theOption.

Disclosures as required under the SEBI (Share Based Employee Benefits) Regulations2014 are hosted on the Company's website: www.idfc.com which forms part of this AnnualReport.

MANAGEMENT DISCUSSION & ANALYSIS AND REPORT ON CORPORATE GOVERNANCE

In compliance with the provisions of SEBI LODR Regulations separate detailed chapterson Management Discussion & Analysis Report on Corporate Governance and AdditionalShareholder Information form part of this Annual Report.

BUSINESS RESPONSIBILITY REPORT

As per Regulation 34(2)(f) of SEBI LODR Regulations and Notifications issued from timeto time a separate report called Business Responsibility Report ("BRR")describing the initiatives taken by IDFC from an environmental social and governanceperspective is hosted on the Company's website: www.idfc.com which forms part of thisAnnual Report.

Any Member interested in obtaining a physical copy of the same may write to the CompanySecretary of the Company by sending an e-mail on ketan.kulkarni@idfc.com.

PUBLIC DEPOSITS

During FY17 your Company has not accepted any deposits from the public within themeaning of the provisions of the Non-Banking Financial Companies Acceptance of PublicDeposits (Reserve Bank) Directions 1998 or under Chapter V of the Act.

PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS

Post demerger of financing undertaking into IDFC Bank w.e.f. October 1 2015 IDFC isregistered with RBI as NBFC – Investment Company. Being an investment company theprovisions of Section 186 of the Act are not applicable to IDFC. Hence the requisitedetails of loans guarantees and investments are not given.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

IDFC has put in place a Whistle Blower Policy which includes reporting to theManagement instances of unethical behaviour actual or suspected fraud or violation of theCompany's Code of Conduct. The Audit Committee directly oversees the Vigil Mechanism. Theprovisions of the policy are also in line with the provisions of Section 177 (9) &(10) of the Act.

The details of Vigil Mechanism are posted on the website of the Company: www.idfc.com

FOREIGN EXCHANGE

There were no foreign exchange earnings during the year. The particulars regardingforeign exchange expenditure are furnished at Item No. 26 in the Notes forming part of theStandalone Financial Statements.

PARTICULARS REGARDING CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

Since the Company does not carry out any manufacturing activity the particularsregarding conservation of energy technology absorption and other particulars as requiredby the Companies (Accounts) Rules 2014 are not applicable.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the Articles of Association of the Company and pursuant to theprovisions of Section 152 of the Act Mr. Chintamani Bhagat (DIN: 07282200) would retireby rotation at the ensuing AGM and being eligible offers himself for reappointment.

During the year Mrs. Snehlata Shrivastava (DIN: 06478173) who was on the Board of theCompany as a nominee of the Government of India resigned as a Director w.e.f. November29 2016. The Board places on record its sincere appreciation for the valuablecontribution and services rendered by her.

The Ministry of Finance nominated Mr. Soumyajit Ghosh (DIN: 07698741) and Mr. ManishKumar (DIN: 07379535) as Nominees of the Government of India on the Board of IDFC. Basedon the recommendation of NRC the said Directors were appointed by the Board as AdditionalDirectors in the category of Nominee Directors w.e.f. January 11 2017. Their appointmentis up to the conclusion of the ensuing AGM. Accordingly the approval of Shareholders issought for their appointment at the ensuing AGM.

Mr. S. S. Kohli (DIN: 00169907) and Ms. Marianne kland (DIN: 03581266) were appointedas Directors in the category of Independent Director ("ID") to holdoffice till the conclusion of the ensuing AGM. Considering that their continuedassociation would be of immense benefit to the Company the Board of Directors based onrecommendation of NRC approved the reappointment of Mr. S. S. Kohli and Ms. Mariannekland as Directors of the Company in the category of ID for a period of two years tohold office from the conclusion of the ensuing AGM till the conclusion of the 22nd AGM tobe held for FY19. Approval of Shareholders is sought for the reappointment of Mr. S. S.Kohli and Ms. Marianne kland at the ensuing AGM.

The Board of Directors of National Stock Exchange of India Limited ("NSE")at its meeting held in January 2017 selected Mr. Vikram Limaye as Managing Director& CEO of NSE subject to approval of SEBI and Shareholders of NSE. The Shareholders ofNSE accorded their approval in March 2017 and in June 2017 SEBI granted conditionalapproval for the said appointment of Mr. Limaye subject to he being relieved from theCommittee of Administrators of the Board of Control for Cricket in India ("BCCI").The said appointment of Mr. Limaye on the Committee of Administrators of the BCCI was asper the Order passed by the Hon'ble Supreme Court of India in January 2017. The Hon'bleSupreme Court will reopen after vacation in first week of July 2017 and it is expectedthat it would grant its approval for relieving him by July 14 2017. In view of the sameMr. Vikram Limaye has tendered his resignation from the Board of IDFC as Managing Director& CEO with effect from July 15 2017.

The Board of Directors of IDFC at its meeting held on June 24 2017 took note of theresignation of Mr. Vikram Limaye as Managing Director & CEO of the Company w.e.f. July15 2017. Mr. Vikram Limaye has been associated with IDFC since 2005. He joined the Boardof IDFC as a Whole-time Director in 2008 and took over the post of Managing Director &CEO of the Company in May 2013. He was pivotal in the growth and development of variousbusiness verticals of IDFC Group including Mutual Fund Institutional Broking InvestmentBanking Alternatives Business etc. and was also instrumental in establishing the IDFCBrand. He also played a very vital role in setting up of IDFC Bank. The Company places onrecord its gratitude for the immense contribution made by Mr. Limaye during his tenurewith IDFC Group.

The Board of the Company had earlier met in February 2017 to discuss about the probablecandidate in place of Mr. Vikram Limaye to be appointed as Managing Director & CEO ofthe Company. After taking into consideration the views of all the Directors the Board wasof the opinion that an internal candidate who is well conversant not only with theexisting businesses but also with the people policies procedures and work culture wouldbe a better choice to avoid any incoherence. Accordingly the NRC and the Board at theirmeetings held on June 24 2017 recommended the appointment of Mr. Sunil Kakar who iscurrently Chief Financial Officer ("CFO") of IDFC Bank as the ManagingDirector & CEO of IDFC for a period of three years with effect from July 16 2017. Theappointment is subject to the approval of the Shareholders on the terms and conditions asset out in the Notice of ensuing AGM circulated along with this Report. Mr. Kakar was theformer CFO of IDFC before setting up of IDFC Bank and is well acquainted with the groupand subsidiary businesses. A brief profile of Mr. Kakar is set out in the Exhibit toNotice of the ensuing AGM. Consequently Mr. Sunil Kakar will resign as CFO of IDFC Bank.

The Board recommends the appointment / reappointment of the above Directors at theensuing AGM.

DECLARATION OF INDEPENDENCE

The Company has received a declaration from all IDs that they meet the criteria ofindependence specified under sub-section (6) of Section 149 of the Act read with Rule 5of the Companies (Appointment and Qualification of Directors) Rules 2014 for holding theposition of ID and that they shall abide by the "Code for Independent Directors"as per Schedule IV of the Act.

SPECIAL BUSINESS

The Board of Directors recommends the following items under special business forapproval of the Shareholders at the ensuing AGM: a. Appointment of Mr. Manish Kumar

(DIN: 07379535) as Nominee Director. b. Appointment of Mr. Soumyajit

Ghosh (DIN: 07698741) as Nominee Director. c. Appointment of Mr. Sunil Kakar

(DIN: 03055561) as a Director of the Company. d. Appointment of Mr. Sunil Kakar

(DIN: 03055561) as Managing Director & CEO of the Company. e. Reappointmentof Mr. S. S. Kohli

(DIN: 00169907) as an ID. f. Reappointment of Ms. Marianne

kland (DIN: 03581266) as an ID. g. Offer and Issuance of Non-Convertible

Securities through Private Placement basis.

BOARD AND ITS COMMITTEES

During the year 7 (seven) Board Meetings and 4 (four) Audit Committee Meetings wereheld.

Audit Committee comprises of Mr. Gautam Kaji (DIN: 02333127) - Chairperson Mr. VinodRai (DIN: 01119922) and Ms. Marianne kland (DIN: 03581266).

All the recommendations made by the Audit Committee during the year were accepted bythe Board.

The details of the constitution and meetings of the Board Audit Committee and otherCommittees held during the year are provided in the Corporate Governance Report whichforms part of this Annual Report.

BOARD EVALUATION

Pursuant to SEBI LODR Regulations and the Act the process indicating the manner inwhich formal annual evaluation of the Chairperson Directors Board as a whole and Boardlevel committees is given in the Corporate Governance Report which forms part of thisAnnual Report.

NOMINATION & REMUNERATION COMMITTEE ("NRC") / REMUNERATION POLICY

The Company has a policy in place for identification of independence qualificationsand positive attributes of Directors. IDFC has put in place a Remuneration Policy for theDirectors Key Managerial Personnel Senior Management and Other Employees.

The remuneration of the Executive Director and KMPs is recommended by NRC to the Boardfor their approval.

AUDITORS

STATUTORY AUDITORS

In terms of Section 139(2) of the Act all listed companies are required to mandatorilyrotate their auditors once they have served office as an auditor for a consecutive periodof 10 years or more. A moratorium period of three years is provided which has ended onMarch 31 2017. The term of Deloitte Haskins & Sells LLP Chartered Accountants ("DHS")(Registration No. 117366W / W-100018) the Statutory Auditors of the Company will end atthe ensuing AGM. DHS the retiring auditors have completed their term of 10 years and anew audit firm is proposed to be appointed from FY18 onwards.

The Board of Directors of the Company at their meeting held on January 31 2017appointed Price Waterhouse & Co Chartered Accountants LLP (FRN 304026E/ E300009) ("PWC")as Statutory Auditors of the Company. The approval of the Shareholders is requested bypassing an Ordinary Resolution to appoint PWC as Statutory Auditors of the Company for aperiod of 5 (five) years from the conclusion of the ensuing AGM till the conclusion of AGMto be held for FY22. The Company has received a certificate from PWC to the effect thattheir appointment if made shall be in compliance with the provisions of Section 139 and141 of the Act.

The Board recommends the appointment of PWC at the ensuing AGM.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Act and Rule 9 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hadappointed M/s. BNP & Associates Company Secretaries to undertake the SecretarialAudit of the Company for FY17. The Secretarial Audit Report is appended as Annexure 3.

There are no qualifications or observations or other remarks made by the StatutoryAuditors and Secretarial Auditors in their respective reports.

INTERNAL CONTROL SYSTEMS

The Company has in place adequate systems of Internal Control to ensure compliancewith policies and procedures. It is being constantly assessed and strengthened with new /revised standard operating procedures and tighter Information Technology controls.Internal Audit of the Company is regularly carried out. The Audit Reports of InternalAuditors i.e. KPMG along with their recommendations and implementation contained thereinare regularly reviewed by the Audit Committee.

KPMG verified the key Internal Financial Control by reviewing key controls impactingfinancial reporting and overall risk management procedures of the Company and found thesame satisfactory. Subsequently it was placed before the Audit Committee of the Company.

RISK MANAGEMENT POLICY

IDFC as a group has a robust risk management practice that enables it to book manageand mitigate risks in all its businesses. The Company has a comprehensive Enterprise RiskManagement framework which has been adopted across all entities in the group and coversall three types of risks—credit market and operational risks. The Board through itsRisk Management Committee monitors and reviews Risk Management of the Group on a regularbasis. Our Company has Board approved Group Operational Risk Management Policy whichendeavours to lay down broad principles for operational risk management. The details ofRisk Management Framework are provided in Management Discussion and Analysis.

MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments affecting the financial position of IDFCwhich has occurred between the end of FY17 and the date of the Board's report.

INSTANCES OF FRAUD IF ANY REPORTED BY THE AUDITORS

There have been no instances of fraud reported by the Auditors under Section 143(12) ofthe Act.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS / TRIBUNALS

During the period under review there were no significant and material orders passed bythe Regulators / Courts / Tribunals.

ANTI SEXUAL HARASSMENT POLICY

The Company has in place the policy on Anti Sexual Harassment. The Company undertakesongoing trainings to create awareness on this policy. There were no instances of SexualHarassment that were reported during the period under review.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the applicable provisions of the Act the dividend which remains unclaimed/ unpaid for a period of seven years from the date of transfer to the unpaid dividendaccount are required to be transferred to the Investor Education and Protection Fund ("IEPF")established by the Central Government and no claim shall lie against the Company once suchunpaid / unclaimed amounts are transferred by the Company.

Accordingly an amount of

Rs 1712540 being unclaimed / unpaid dividend for FY09 and which remained unpaid andunclaimed for a period of 7 years has been transferred by the Company to the IEPF.

The Company regularly updates the details of unclaimed / unpaid dividend on theCompany's website

(www.idfc.com) and on Ministry of Corporate Affairs ("MCA") website(www.mca.gov.in).

Further the unclaimed / unpaid dividend amount pertaining to the FY10 will betransferred to IEPF during FY18.

TRANSFER OF SHARES TO IEPF

The MCA has notified the IEPF Authority (Accounting Audit Transfer & Refund)Rules 2016 and the amendments thereto ("the Rules"). As per the Rulesall the shares in respect of which dividend has remained unpaid / unclaimed by theShareholders for a period of seven consecutive years or more shall be transferred in thename of IEPF. The Company had already sent communication to the Shareholders in December2016 and April 2017 requesting them to claim the dividend in order to avoid their sharesgetting transferred to IEPF. Accordingly Shareholders who have not claimed the dividendsince FY10 are requested to contact Karvy Computershare Private Limited ("Karvy")Registrar & Share Transfer Agent and submit requisite documents to Karvy or theCompany failing which the Company will be constrained to transfer the shares to IEPF asper the Rules.

DIRECTORS' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors make the following statements in terms ofSection 134(3)(c) of the Act:

• that in the preparation of the annual financial statements for the year endedMarch 31 2017 the applicable accounting standards have been followed along with properexplanation relating to material departures if any;

• that such accounting policies have been selected and applied consistently andjudgement and estimates have been made that are reasonable and prudent so as to give atrue and fair view of the state of affairs of the Company as at March 31 2017 and of theprofit of the Company for the year ended on that date.

• that proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

• that the annual financial statements have been prepared on a going concernbasis;

• that proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively.

• that systems to ensure compliance with the provisions of all applicable lawswere in place and were adequate and operating effectively.

GREEN INITIATIVE

In accordance with the ‘Green Initiative' the Company has been sending the AnnualReport / Notice of AGM in electronic mode to those Shareholders whose e-mail Ids areregistered with the Company and / or the Depository Participants.

Your Directors are thankful to the Shareholders for actively participating in the GreenInitiative.

EXTRACT OF ANNUAL RETURN

The extract of the Annual Return in the prescribed Form No. MGT 9 is appended as Annexure4.

CORPORATE SOCIAL RESPONSIBILITY

The Corporate Social Responsibility Committee comprises of Mr. Vikram Limaye (DIN:00488534) Chairperson Mr. Donald Peck (DIN: 00140734) and Mr. S. S. Kohli (DIN:00169907).

The disclosure of contents of the Corporate Social Responsibility Policy of the Companyas prescribed in the Companies (Corporate Social Responsibility Policy) Rules 2014 formspart of the Board's Report and appended as Annexure 5.

RELATED PARTY TRANSACTIONS

The Company has in place the policy on Related Party Transactions and the same has beenuploaded on the website of the Company i.e. www.idfc.com. In all related partytransactions that were entered into during the financial year an endeavour was madeconsistently that they were on an arm's length basis and were in the ordinary course ofbusiness. IDFC has always been committed to good corporate governance practices includingmatters relating to Related Party Transactions.

Since all related party transactions entered into by the Company were in the ordinarycourse of business and were on an arm's length basis Form AOC-2 is not applicable to theCompany.

No Material Related Party

Transactions i.e. transactions exceeding 10% of the annual consolidated turnover ofthe Company as per the last audited financial statements were entered during the year byyour Company.

ACKNOWLEDGEMENTS

We are grateful to the Government of India State Governments RBI SEBI StockExchanges various Ministries and other domestic and overseas regulatory bodies for theircontinuous collaboration and support.

We would like to thank all our Shareholders Banks for their co-operation andassistance during the year under review.

We would like to express our deep sense of appreciation for the hard work and effortsput in by the employees at all levels of the Group.

FOR AND ON BEHALF OF THE BOARD

Vinod Rai

Independent Non-Executive Chairperson

Mumbai

June 24 2017