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AnnuAl RepoRt 2013

Focusing onStrategic OppOrtunitieS

new Business

new Locations

Our people

growth Buildingassets

Focusing on

Strategic Opportunities

IL&FS Financial Services Annual Report 2013 1

The true test of a company’s strength lies in its ability to withstand

challenging business environment. The financial year 2013 was a

mixed year with cyclical business swings, subdued business sentiments

and investment slowdown, which poised a challenge to growth in

general. The Company could withstand the foregoing testing phase with

its focused approach and determination

The Company’s business model is designed with well thought out

strategies, which enables it to keep exploring new business avenues to

surge ahead

To continue its trend of making the first footprints on all the new

infrastructure related initiatives of the country, the Company has set up

the first ever Infrastructure Debt Fund through the mutual fund route in

the current financial year

The Company has enhanced its geographical reach during the year by

setting up a wholly owned subsidiary at Hong Kong with the intention of

accessing customers of Greater China, East and North Asian markets. The

company now has presence in five locations across the globe

The Company’s continued focus on its customers will power its growth

and create value for all the stakeholders. The integrated approach adopted

by the Company by strengthening its asset base, developing capabilities

and leveraging them in a focused manner will result in creation of new

opportunities

The Company has emerged as a leader in the wholesale financial services

market space

Focusing on

new Locations

The Company has always maintained a positive approach towards new business

opportunities and global expansion. It has constantly explored opportunities

for strategic growth initiatives across new regions

The above approach has enabled creation of international presence at four locations

which include Singapore, London, Dubai and Hong Kong. All these locations have

helped the company to increase its global customer reach and contribute towards

growth

Ravi Parthasarathy Chairman

at iL&FS Financial Services, it has always been the endeavor

to identify business opportunities, strategize and grow; this

philosophy in a way creates value for all the stakeholders‘‘

‘‘

chairman’s MessageDear stakeholders,

The current financial year was an

eventful one; a variety of macro-

economic events such as high interest

rates, elevated global crude oil prices and

subdued global economic environment

dominated the global economic scenario.

On the domestic front, we witnessed some

degree of policy traction and sustained

inflationary pressures. In spite of

that, the Indian economy grew

at a moderate rate

The long-term economic

fundamentals and

growth potential as a

country continue to

remain strong but the

current global challenges

have poised adverse

implications on the business

sentiment, corporate profitability and

asset quality of financial sector

Against the back drop of the above, the

Company has delivered impressive growth

in all its areas of operations. During the year,

the Company has generated impressive

revenue from all of its product offerings.

The focus continued on risk management,

revenue enhancement and maintaining

superior services quality. The Company was

able to execute some of the large landmark

mandates under its project debt syndication

services business domain

At IL&FS Financial Services, it has always

been the endeavor to identify business

opportunities, strategize and grow; this

philosophy in a way creates value for all

the stakeholders. As a landmark event the

Company has set up the first Infrastructure

Debt Fund (IDF) under the mutual fund route

which will support the infrastructure sector

immensely

The outlook for FY 2014 of Indian

economy appears cautiously

optimistic. The recent easing

in commodity prices,

moderation in core inflation

and government’s serious

talks followed by actions

on fiscal and administrative

reforms augur well for

revival of growth of Indian

economy

I expect that the Company would continue

to strive for balanced growth with emphasis

on selective lending and active churn out

of its asset book at the appropriate time.

I am confident that with its able team, the

Company is well positioned to capitalize on

new opportunities, deliver balanced growth,

create value for all stakeholders and excel

in the business operations

Sincerely,

Ravi Parthasarathy

Chairman

the company is well positioned

to capitalize on new opportunities, deliver

balanced growth, create value for all stakeholders and

excel in the business operations

We remain focused on the key aspects of our business model which

includes keeping thrust on developing innovative products for our

customer’s requirements, maintaining balance sheet strength with top

notch credit rating and effectively work together as one team so as to

leverage on our strengths

‘‘

‘‘

Ramesh C BawaManaging Director & CEO

Message from

Managing Director & ceO

Dear Stakeholders,

It gives me great pleasure in updating

you that during the current financial

year the company has generated an

impressive growth in all its product

offerings. The completion of the current

financial year also marks the addition of

another successful operating financial

performance post demerger of the financial

services business from the parent

Company. It has been six years

of standalone operations

of the financial services

business under IL&FS

Financial Services Ltd

and in all these years the

Company has continued

to add new feathers with

each completing year

I strongly feel that the

Company has achieved the

foregoing excellence on the strength of

its unique business model conceptualised

and meticulously built over the years. The

Management team has responded to the

challenging market conditions through its

continuous focus on diversified product

portfolio. The backbone of the strong

IL&FS brand has made its penetration

possible across the wholesale segment

and geographies worldwide. The focus

all across has been on the infrastructure

product offerings with the objective

to create a niche image for itself in the

overall financial services sector

The success of our business model gives

us confidence to maintain profitable

growth in future. We remain focused on the

key aspects of our business model which

includes keeping thrust on developing

innovative products for our customer’s

requirements, maintaining balance sheet

strength with top notch credit rating and

effectively work together as one team so

as to leverage on our strengths

During the year, the Company has

enhanced its visibility further by setting

up the first Infrastructure Debt

Fund (IDF), widening the

Merchant Banking Platform,

and setting up office at

Hong Kong. The Company

has also restructured

its advisory business

platform. The foregoing

steps would enable us

to augment product and

geographical reach and

excel as a one stop solution

provider for our customers. The

focus on risk management has led

to maintenance of various parameters of

growth at acceptable levels

In the coming year, we envisage

improvement in domestic business

environment which will enable the

Company to continue its growth journey.

The Company is poised to maintain

its leading position in the wholesale

segment, leverage on its innovative

product offering, enhance its presence

internationally, provide value added

services and customer focus

Regards

Ramesh C Bawa

Managing Director & CEO

the company is poised to maintain

its leading position in the wholesale segment, leverage

on its innovative product offering, enhance its presence internationally, provide value

added services and customer focus

Focusing on

new Business

The Company has created new business opportunities in domains where its unique

competencies can be effectively utilised

The Company has recently set up the first ever Infrastructure Debt Fund to mobilise

much needed foreign currency to fund the country’s infrastructure growth. With the

IL&FS group’s expertise, proven track record and its strong relationships with banks,

institutions and investors, the Company is ideally positioned to benefit from this

business opportunity.


113

117

Corporate Information

Board of Directors

Directors’ Report

Auditors’ Report

Balance Sheet, Profit & Loss Account and Cash Flow Statement

Notes to the Accounts

Statement Pursuant to Section 212 of the Companies Act, 1956

Disclosure as per NBFC Prudential Norms

Disclosure as per Clause 28 of the Listing Agreement

13

14

24

50

56

60

112

cOntentS

IL&FS Financial Services Annual Report 2013 1 1

RegisteRed Office

The IL&FS Financial Centre, Plot C 22, G Block

Bandra Kurla Complex, Bandra East, Mumbai 400 051

Website: www.ilfsifin.com

Auditors

Deloitte Haskins & Sells

Chartered Accountants

State Bank of India

State Bank of Mysore

State Bank of Indore

State Bank of Travancore

State Bank of Patiala

Syndicate Bank

The Bank of Nova Scotia

The Federal Bank Ltd

The KarurVysya Bank

The Jammu & Kashmir Bank Ltd

UCO Bank

Union Bank of India

United Bank of India

Vijaya Bank

Yes Bank

Abu Dhabi Commercial Bank Ltd

Allahabad Bank

Andhra Bank

ANZ Banking Group

Axis Bank Ltd

Barclays Bank

BNP Paribas

Bank of Baroda

Bank of India

Bank of Maharashtra

Canara Bank

Calyon Bank

CitiBank N. A.

Central Bank of India

Corporation Bank

BAnkers

cOrpOrate inFOrMatiOn

DBS Bank

Dena Bank

HDFC Bank Ltd

IDBI Bank Ltd

Indian Bank

Indian Overseas Bank Ltd

Indusind Bank

ING Vysya Bank

Kotak Mahindra Bank Ltd

Oriental Bank of Commerce

Punjab & Sind Bank

Punjab National Bank

Standard Chartered Bank

State Bank of Bikaner & Jaipur

State Bank of Hyderabad

the Board of Directors of the company are from various

business domains, the diverse background of the Directors

make the decision making process refine

Manu kochhar

Vibhav kapoorArun k saha

Hari sankaran

ravi Parthasarathy

Board of Directors

rajesh kotiansurinder singh kohli

shahzaad dalal

ramesh C Bawa

Milind Patel

The Company has adopted the best Corporate

Governance practices, which includes adoption

of a code of conduct for all its Directors and Senior

Management Personnel, the code is published on the

Company’s website

The representation of Directorship from holding Company

ensures that all the policy matters are undertaken as per

the time tested policies of IL&FS

The Company is guided by the detailed deliberations

of its Directors on all the business transactions.

The success is largely attributable to the

collective approach and direction provided by our

Board of Directors

The experience and knowledge base of all the directors

have ensured growth of the company in a positive

direction

ramesh C BawaManaging Director & CEO

Mr Bawa, Managing Director & Chief Executive

Officer of the Company, holds a Post Graduation

in Personnel Management & Industrial Relation,

also holds a Masters Degree in Political Science.

His ability to focus on clients has enabled him

to maintain a diverse network of business

relationships with all the major prominent

financial Institutions at global level. His focused,

innovated and goal driven approach has ensured

that the Company is on a constant path of growth.

He has woven together all the business verticals

of the Company in an integrated manner. He has

strong execution skills too, which enable him to

emerge as a leader in implementing all the new

initiatives of the Company

ravi ParthasarathyChairman

Mr Parthasarathy is the Chairman of the

Company, holds a Masters Degree in

Business Administration. Mr Parthasarathy

has guided IL&FS group with his

leadership skills. His expertise has enabled

achievement of complex path breaking

milestones. Under his leadership the IL&FS

Group has transformed into a well regarded

Infrastructure & Financial Service provider.

The Company is immensely benefited with

his vision, approach and experience, his

guidance in the area of financial service

sector has enabled the Company to be

innovative, path setting and competitive.

The foundation of the path towards

growth of the Company was set up by Mr

Parthasarathy and over the years he has

directed the Company to reach its goals

Hari sankaranDirector

Mr Sankaran holds a Masters Degree in Economics.

Mr Sankaran has implemented all the large Infrastructure

initiatives of IL&FS Group; his knowledge and foresight on the

economic scenario of the country has guided the Company

in executing its business mandates. His indepth knowledge

of the Infrastructure sector and its linkage to the financial

service industry has enabled the Company to make visibility

as an Infrastructure Financial Service provider

surinder singh kohliDirector

Mr Kohli holds a B.Sc. (Mech. Engg.) degree from

Banaras Hindu University and holds a diploma in

Industrial Finance from Indian Institute of Bankers.

Over the span of 40 years he has held various

prominent senior positions in banking sector which

includes Chairman & Managing Director of Punjab

National Bank, Punjab & Sind Bank, SIDBI and India

Infrastructure Finance Company Ltd. He was member

of various committees formed by Reserve Bank of

India and Government of India relating to Banking

and finance sector. The guidance provided by him

during the current year has enabled the Company to

channelise its growth in the Financial Sector

Arun k sahaDirector

Mr Saha holds a Masters Degree in Commerce and is a

Fellow Member of Institute of Chartered Accountants

of India and Institute of Company Secretaries of India.

Mr Saha has implemented standardised financial, operational,

compliance policies and procedures across IL&FS Group. The

Company is governed by the unique processes prescribed

by him. His guidance on setting up the critical compliance

and other related frameworks has benefited the Company

shahzaad dalalDirector

Mr Dalal holds a Graduation Degree in Management.

He has a large network of relationships with business

associates both at domestic and international levels. The

business mandates generated by him has increased the

visibility of the Company in domestic and international

financial markets

Vibhav kapoorDirector

Mr Kapoor holds a Masters Degree in Business

Administration. He has an inherent ability to handle

business initiatives, generating returns and managing

risks. His knowledge on various industrial sectors have

helped the Company in accessing risks involved in the

mandates undertaken by the Company

Manu kochharDirector

Mr Kochhar holds a Bachelors Degree in Arts and is an

Associate Member of the Institute of Chartered Accountants

of India. He is the Group CFO of IL&FS. He is responsible

for achieving uniformity in practices, policies, operating

systems and processes across IL&FS Group. The integrated

approach implemented by him has ensured uniformity in

processes adopted by the Company

Milind PatelDeputy Managing Director

Mr Patel holds a Bachelors Degree in Commerce, Graduation

Degree from the Institute of Cost and Works Accountants of

India and a Masters Degree in Business Administration. He is

responsible for the management of the Investment Banking

business of the Company. His ability to visualise opportunities

at regular intervals, management of risk and keeping close

watch on the portfolio has resulted in achievement of growth

of the asset portfolio

rajesh kotianExecutive Director

Mr Kotian holds a Bachelors Degree in Commerce and is an

Associate Member of Institute of Chartered Accountants

of India. He is responsible for management of the Project

Debt Syndication business of the Company. His focused

approach which is result driven has enabled him to

undertake large and complex mandates. He has taken the

above business to a next level

Launch of infrastructure Debt Fund

The Company has launched the first Infrastructure Debt Fund (IDF) of the country under the

mutual fund route on February 9, 2013. IDF is an important initiative of the Government of

India. The “iL&Fs infrastructure debt Fund” was launched by Honourable Finance Minister,

Mr P Chidambaram. The function was attended by senior representatives across the Banking

and Financial Services sector. The prominent dignitaries present at the occasion included Dr

Arvind Mayaram, Secretary – Dept of Economic Affairs - MoF, Mr U K Sinha, Chairman - SEBI,

Mr Anand Sinha, Deputy Governor - RBI, Mr Yogesh Agarwal, Chairman - PFRDA and Mr D K

Mehrotra, Chairman – LIC

Focusing on

growth

The continued trend in growth in spite of the challenging economic scenario reflects

the success of the strong IL&FS brand

The Company is well positioned for continued growth driven by development of new

products, expanding its geographic reach and providing innovative product offering.


total income(` Million)

09 1210 1311

18,000

17,000

16,000

15,000

14,000

13,000

12,000

11,000

10,000

9,000

0

10

,97

8

10

,34

1

11

,05

6

14

,27

9

17

,55

1

09 1210 1311

3,000

2,700

2,400

2,100

1,800

1,500

1,200

900

600

300

0

Fee income(` Million)

81

4

1,5

46

2,5

75

1,9

39

1,9

69

total incomeup

23%

09 1210 1311

6.00

5.40

4.80

4.20

3.60

3.00

2.40

0.18

0.12

0.6

0

debt equity (times)

3.7

2

3.2

1

3.8

7

5.2

5

5.6

1

09 1210 1311

5,000

4,500

4,000

3,500

3,000

2,500

2,000

1,500

1,000

500

0

Profit Before tax(` Million)

1,8

10

4,6

74

4,7

08

3,7

73

4,5

03

Profit Beforetax up

19%

09 1210 1311

70.00

63.00

56.00

49.00

42.00

35.00

28.00

21.00

14.00

7.0

0

Book Value Per share(`)

69

.68

63

.54

60

.30

54

.57

48

.79

09 1210 1311

26.00

23.40

20.80

18.20

15.60

13.00

10.4

7.8

5.2

2.6

0

Capital Adequacy ratio(in Percentage)

21

.98

20

.2421

.19

25

.99

22

.20

Book ValuePer shareup

10%

Capital Adequacy ratio

8%

FinanciaL highLightS


to

the shareholders

iL&Fs Financial services Limited

The Directors are pleased to present the Eighteenth Annual Report along with the audited

financial statement for the financial year ended March 31, 2013

(i) FinAnCiAL resuLts

The summarised standalone financial results of the Company are as under:

` in million

Particulars FY 2013 FY 2012

Gross Revenue 17,551 14,279

Gross Profit 5,014 4,498

Non Cash Charges 42 39

Operating Income for the year 4,972 4,459

Provisions and Contingencies 469 686

Profit Before Tax 4,503 3,773

Provision for Taxation 1,007 1,216

Profit After Taxation 3,496 2,557

Balance of Profit b/f 2,076 1,996

Profit Available for Appropriation 5,572 4,553

APProPriAtions

Special Reserve I 699 511

Special Reserve II 17 12

General Reserve 350 256

Dividend (Including dividend distribution tax) 1,865 1,698

Balance of Profit 2,641 2,076

Total 5,572 4,553

(ii) diVidend :

Your Directors have recommended payment of final dividend at the rate of 60% in

respect of 265,667,555 Equity Shares, amounting to ` 1,865 million, inclusive of

dividend tax of ` 271 million

The above payment of dividend would be subject to approval by the Members in the

forthcoming Annual General Meeting

DirectOrS’ repOrt


(iii) oPerAtinG enVironMent:

Global economic conditions over the last few months present a mixed picture with

US economy gaining ground as recent data points to an improvement in the labour

market, housing and consumption and intend continue the stimulation until the

unemployment rate drops below 6.5%. The Euro region, amidst political uncertainty,

recovery remains fragile as annual GDP growth shrank for the fourth quarter in a row.

On the other hand, Japanese Government continued its aggressive monetary easing

to spur a revival in the economy. While some emerging and developing economies

(EDEs), including China, are gradually returning to faster growth, activity is slowing

in others, hobbled by weak external demand and slack domestic investment

Indian economy continued to be fragile despite significant government action on

the policy front and the Gross Domestic Product (GDP) for Q3 FY 2013 grew at 4.5%,

decade’s lowest quarterly growth. This growth was led by 6.1% in the services sector,

3.3% in the industrial sector & 1.1% in the agricultural sector. Further, high Current

Account Deficit (CAD) and large Fiscal Deficit provides little room for fiscal measure

to stimulate the economy

RBI in its Mid-Quarter Monetary Policy Review held in March 2013, has cut the repo

rate by 25 bps to 7.5% but left the Cash Reserve Ratio (CRR) unchanged. However,

RBI highlighted that the headroom for further monetary easing remains quite limited

account of elevated level of inflation. Further, given the improvement in economic

conditions in the developed markets, foreign fund inflows is likely to remain a

challenge for the Indian Market

Despite the challenging economic environment, the financial performance of the

Fund based and Fee based business verticals have seen strong growth on YoY basis.

Further, the Company has built strategy to churn its asset book on continuous basis

to take advantage of the market opportunities with strong management and project

execution skills

(iV) oPerAtions oF tHe CoMPAnY:

(1) Qualitative review :

(a) Over the years, the Company has developed unique platform to offer wide range

of financial services comprising of fund based and fee based activities under

one roof. While Fund based business comprises of lending and investment

products, Fee based business primarily comprises of debt syndication platform


(b) In respect of lending business, the Company has created a well-diversified

asset book in terms of sectoral exposure and product mix. The Company

has been able to maintain asset quality and yield spread from its lending

book despite challenging market conditions. Further, the Company has

increased its efforts to divest its investments in systematic manner to

achieve robust revenue mix from debt and equity investments

(c) Stubbornness in inflation, liquidity crunch and rise in Non - Performing

Assets (NPAs) has led to increased credit risk pricing which has resulted

into elevated level of interest rate scenario during the year. In view of

the increased risk and return proposition, the Company plans to churn

its lending portfolio to take advantage of market opportunities using its

expertise in structured lending space. The above strategy would enable us

to maintain the spread yield

(d) In view of the subdued sentiments and difficult market conditions, the

Company’s Non-Performing Assets have increased marginally. However,

with the pro-active steps being taken for recovery, the Company strives to

maintain its NPA ratio below the industry benchmark

(e) The Fee based income primarily comprises of income from Project Debt

Syndication Group (PSG). The PSG has developed deep distribution

capabilities with broad based lenders’ network which includes public

sectors banks, private banks, financial institutions and leading NBFCs.

Moreover, PSG has maintained its focus on creation of innovative transaction

structured for funding to achieve a win-win situation for both lenders and

borrowers

(f) Despite challenging environment, the PSG has registered an impressive

growth and achieved financial closure of the large syndication mandates in

diverse infrastructure sub-sectors

(g) Given the competitive market environment, the Company has reviewed its

business verticals from the long term growth perspective vis a vis operating

cost pertaining to such verticals. Pursuant to the above review, an internal

re-organisation of its business model has been undertaken which includes

merger of the Project Finance Advisory division with the Assets and Structured

Finance vertical with a view of the synergy with asset driven business. Further,

a fresh business plan is being drawn for the Corporate Advisory vertical given

the limited deal origination and competitive market environment


(h) The Company has diverse sources of borrowings with bank borrowings

contributing large chunk of overall borrowings. Further, the Company

has raised funds through private placement of long tenor non-convertible

debentures and commercial papers as part of its strategy to maintain

suitable ratio between bank sources and non-bank sources.

(i) The long term as well as short term credit ratings of the Company have

been reaffirmed by the credit rating agencies viz, CARE, India Rating

(FITCH) and ICRA as top notch. The above credit ratings has enabled fund

raising at significantly lower interest rate thus reducing the borrowing

cost

(j) The Company had developed its overseas presence by setting up

subsidiaries at leading financial centres at London, Singapore, Dubai and

Hong Kong, with focus on financial advisory and arranging services. The

above subsidiaries provide value addition to its clients in the areas of

external borrowings, mergers and acquisition opportunities, acquisition

financing, project financing etc

(k) With the presence across segments and geographies, the Company is

poised to provide diverse set of financial services in the wholesale segment.

Further, the above verticals fulfill the objective to render services to its

customers through unique and innovative products offering and transform

the Company into a One Stop Shop

(2) Financial review:

(a) The asset book comprising of loans and debt instruments has registered

strong upside with yield and quality of asset being maintained. The asset

book of the Company has registered increase of 17% at ` 98,740 million as

at March 31, 2013 in comparison to the asset book as at March 31, 2012

(b) Pursuant to increase in the asset book and rise in interest rates, the

interest income have seen rise by 30% at ` 15,196 million during the

current financial year as compared to the previous year

(c) The borrowings have registered an increase of 18% at ` 103,907 million

at March 31, 2013. The Company has raised funds by issue of sub debt

of ` 4,000 million and long term bonds of ` 2,500 million. The ratio of

borrowing from bank and non-bank sources is 4.79:1 excluding sub debt


(d) Pursuant to the reversal of interest rate cycle, RBI has reduced the repo

rate during the year by 75 basis points leading to reduction in average

borrowing cost. In view of the increase in total borrowings corresponding

to increase in asset book, the interest cost of the Company has risen by

30% at ` 11,188 million as against ` 8,601 million for the previous year

(e) The fee based business primarily comprises of project debt advisory and

syndication services. The Company has maintained its fee based business

at ` 1,969 million primarily on account of impressive growth of 19% in

Project Debt Syndication Fees

(f) Operating overheads (including depreciation) stood at ` 1,390 million for

the year ended March 31, 2013 as against ` 1,218 million for the previous

year, an increase of 14%

(g) The Company has achieved operating income of ` 4,972 million for the

year ended March 31, 2013, an increase of 12%

(h) A Contingency Provision of ` 500 million has been created for the year

ended March 31, 2013 to protect its asset book from adverse market

conditions in addition to the regulatory provision required by RBI

(i) The Company has achieved Profit Before Tax (PBT) of ` 4,503 million as

against ` 3,773 million for the previous year, an increase of 19% which was

mainly on account of reversal of unrealised mark to market provision. The

Company has achieved Profit After Tax (PAT) of ` 3,496 million during the

year, as against ` 2,558 million for the previous year, an increase of 37%

(j) The Company has maintained sound Capital Adequacy Ratio at 21.98%

which is well above 15% as prescribed by RBI for NBFCs. The Capital

Adequacy Ratio provides enough leeway for taking up growth opportunity

in its assets books

(k) An amount of ` 350 million was transferred to General Reserve of the

Company as per Companies Act, 1956

(l) An amount of ` 699 million was transferred to Special Reserve I pursuant

to section 45 (1) (c) of the Reserve Bank of India Act, 1934

(m) An amount of ` 17 million was transferred to Special Reserve II pursuant

to section 36 (1) (viii) of the Income Tax Act, 1961


(V) oPerAtions oF tHe suBsidiAries And Joint Venture:

(1) IL&FS Global Financial Services Pte Ltd:

The Company was incorporated in the year 2008. To carry on the regulated

business activities of dealing in securities and advising on Corporate Finance, the

Company had applied to Monetary Authority of Singapore (MAS) for necessary

license

MAS had exempted the Company from holding the following licenses for carrying

out Corporate Finance Advisory Services and Financial Advisory Services under

Financial Advisors Regulations, effective September 7, 2010

On November 6, 2012, the Company has received the Capital Market Services

License (CMS) from MAS for undertaking business activities under Dealing in

Securities and Advising on Corporate Finance

(2) IL&FS Global Financial Services (UK) Limited:

The Company was incorporated in the year 2009. The Company has obtained

business license from Financial Services Authority (FSA), UK, to undertake

business pertaining to Advisors & Arrangers for investments activities and has

been operational since then

(3) IL&FS Global Financial Services (ME) Limited:

The Company was set up in the year 2011. The Company has obtained the

regulatory approval from Dubai Financial Services Authority (DFSA) to undertake

the activities of Funds Arrangement and Advisory Services

(4) IL&FS Global Financial Services (HK) Limited:

The Company was formed on March 26, 2012 for undertaking business activities

of dealing in Securities and Advising on Securities. The Company has made an

application to Securities and Futures Commission (SFC) for carrying out these

regulated business activities. The business license is awaited

The Company has undertaken the mandates for loan arrangement, the activity

which is outside the purview of licensing requirement under the Securities and

Futures Ordinance, Hong Kong


(5) IL&FS Capital Advisors Limited:

The Company was incorporated in the year 2012 to undertake Merchant Banking

activities. The Company has obtained the license from Securities and Exchange

Board of India (SEBI) as a Merchant Banker with effect from June 1, 2012

The foregoing subsidiary companies have adhered to the respective compliance

requirements during the year under review.

(6) IL&FS Infrastructure Debt Fund (IDF):

In view of the high priority accorded to infrastructure development and to tap the

Indian and overseas infrastructure opportunities, the Company has established

two wholly owned subsidiaries under SEBI (Mutual Funds) Regulations, 1996

during the year viz:

IL&FS AMC Trustee Limited: The Company has been incorporated on December 4,

2012 with a view to oversee the activities of the Asset Management Company

IL&FS Infra Asset Management Limited: The Company has been incorporated on

January 8, 2013 to act as the Asset Management Company for IL&FS Infrastructure

Debt Fund

IL&FS Infrastructure Debt Fund was registered with SEBI as mutual fund on

February 1, 2013. The IDF fund was launched by the Hon’ble Finance Minister Mr P

Chidambaram. The Company is in the process of launching its first Infrastructure

Debt Fund Scheme

In compliance with the General Circular No: 2/2011 dated February 08, 2011

of Government of India, Ministry of Corporate Affairs, the audited statement of

accounts along with the reports of the Board of Directors and Auditors relating

to the Company’s subsidiaries in India and Overseas are not annexed as required

under Section 212 of the Companies Act, 1956. These documents will be available

for inspection by any shareholder at the Registered Office of the Company during

business hours

A Statement pursuant to section 212 of the Companies Act, 1956 is set out as an

annexure to this report


(7) Syniverse Technologies India Pvt Limited

Syniverse Technologies India Pvt Limited is a Joint Venture of the Company with

Syniverse Technologies Inc and Flash Net Info Solutions Limited, wherein Company

holds 26% stake in the JV. The Joint Venture was formed to undertake Mobile Number

Portability (MNP) in India. Syniverse is awarded licence to provide the MNP Services

exclusively covering Northern and Western Zones which constitutes 50% of the total

subscriber base in India

The JV has recorded impressive operating and financial performance during the

year. The Company has received ̀ 61.30 million as dividend from JV during the year

(Vi) outLook :

(1) Given the difficult global and domestic market environment, the Company will

continue its focus on selective lending and investment transaction with the focus on

structured products. The Company strives to achieve balance between growth in

assets book vis-à-vis risk thereof, on a regular basis. With an emphasis on structured

transactions and pro-active monitoring approach on the quality of assets book it is

the endeavour of the Company to achieve maximum yield with acceptable risk.

(2) The increased efforts would continue to achieve realisation of its strategic investments

towards balanced revenue mix. The focus is being maintained to generate fee based

income through synergy from its various verticals and augment overall returns from

each client relationship

(3) The key focus of the Company is to provide value added services in the infrastructure

sector. To enhance capabilities to support its infrastructure lending business in the

following proposed manner:

(a) generation of composite mandates to harness expertise and presence across

various infrastructure segments

(b) asset book churning for short term funding opportunities to maximise yield

(c) target foreign source of funding through its overseas subsidiaries for scaling of

its Infrastructure Debt Fund (IDF) assets under management

(d) maintain asset quality and collection efficiency with respect to the lending

portfolio

(e) provide innovative product solutions using its primary and secondary market

capabilities and expertise


(Vii) resourCes:

The Company raises its financial resources principally through working capital facilities

and term loans from banks, deposits from corporates, issue of non-convertible

debentures and commercial paper. Resources that are raised by the Company are in

the line with the requirement of asset financing, keeping in mind the management

of interest rate risk, potential asset liability mismatch and treasury operations. The

Company has developed and implemented a robust framework of compliance and risk

management practices to ensure that these operations are undertaken in an integrated

and cost efficient manner

(Viii) risk And CoMPLiAnCe FrAMeWork:

The Company has a robust and integrated Risk Management System to ensure that

the risks are properly identified, assessed, measured, aggregated, mitigated and

monitored effectively. The Risk Management comprises of Risk Management Policies,

Risk Management Implementation and Monitoring Systems.

Appropriateness of all the risk assessment methodology is continuously reviewed in

light of dynamic risk environment.

The Company has an established practice of compliance reporting covering all

operaitons and support functions; compliance reporting is also subject to internal audit

and is periodically reviewed to ensure comprehensive coverage. Similar practices are

being established in all the domestic and international subsidiaries of the Company

with the support of the Company

The Company has Asset Liability Management (ALM) Committee in place which

periodically reviews borrowing liquidity, funding, ALM position and any risks thereof

(iX) rBi GuideLines:

The Company continues to comply with all the requirements prescribed by the Reserve

Bank of India, from time to time as applicable to it


(X) internAL ControL And sYsteM:

The Company has an effective Internal Control System for all functions with adequate

checks and balances. Periodic audit of all functions is carried out by the internal

auditors thereby ensuring regulatory compliance of various applicable statutes as

well as internal guidelines and policies. The internal auditors review the systems and

procedures and advise on further improvements wherever required. The reports of the

internal audit are reviewed by the Audit Committee and the Board of Directors

The Company’s policies are reviewed annually in line with the dynamic business

environment and regulatory requirements

(Xi) non-ACCePtAnCe oF PuBLiC dePosits:

The Company is a Systemically Important Non - Deposit Taking Non Banking Finance

Company. It has not accepted any public deposits during financial year 2012-13

(Xi) direCtors :

In accordance with the provisions of the Companies Act, 1956 and the Articles of

Association of the Company, Mr Ravi Parthasarathy and Mr Hari Sankaran retire by

rotation and being eligible; offer themselves for re-appointment at the ensuing Annual

General Meeting

The Board recommends the resolutions for reappointment of Directors as set out in the

Notice of the Annual General Meeting for the approval of the Members

(Xii) direCtors resPonsiBiLitY stAteMent :

Pursuant to the requirement of section 217 (2AA) of the Companies Act, 1956 and

based on the representations received from the executive management, the Directors

hereby confirm that:

(1) in the preparation of the annual accounts, the applicable accounting standards

have been followed along with proper explanation relating to material departures;


(2) they have selected such accounting policies and applied them consistently and

made judgments and estimates that are reasonable and prudent so as to give a

true and fair view of the state of affairs of the Company at the end of the financial

year and of the profit or loss of the Company for that period;

(3) they have taken proper and sufficient care for the maintenance of adequate

accounting records in accordance with the provisions of this Act for safeguarding

the assets of the Company and for preventing and detecting fraud and other

irregularities ; and

(4) they have prepared the annual accounts on a going concern basis

(Xiii) Auditors’ rePort

The Auditors’ Report is unqualified. The notes to the accounts referred to in the Auditors’

Report are self-explanatory and therefore do not call for any further clarifications under

Section 217(3) of the Companies Act, 1956

(XiV) Auditors :

Messrs Deloitte Haskins & Sells, Chartered Accountants, the Statutory Auditors of the

Company, holds office until the conclusion of the ensuing Annual General Meeting

and are eligible for reappointment. The members are requested to consider their

reappointment for the financial year 2013-14

The Company has received the confirmation from the retiring auditors to the effect that

their reappointment, if made, would be within the prescribed limits under section 224

1(B) of the Companies Act, 1956

(XV) eMPLoYees:

The Company firmly believes that its Human Resource is most valuable asset and it

contributes towards the performance of the Company in a substantial way. The Company

has devised various development programme for the employees through internal

as well as external training programmes. The Company has a robust performance

management system in place which recognises the performers and accordingly rewards

the employees.The Board of Directors places on record their appreciation to all the

employees of the Company for their sustained efforts, dedication and hard work during

the year


(XVi) CorPorAte soCiAL resPonsiBiLitY initiAtiVes:

The Company in line with the Infrastructure Leasing & Financial Services Limited (IL&FS)

group initiative of Corporate Social Responsibility (CSR), has adopted an Environmental

and Social Policy and Framework (ESPF) which is founded on the concept of Sustainable

Development and thereby recognises Environmental and Social (E&S) considerations in

its business operations to add value and minimise adverse environmental and social

impacts

The Company has established and implemented mechanisms to encourage, influence,

recommend or mandate its stakeholders and business partners to conserve natural

resources to protect the environment and restore standards of living for those affected

by its operations, wherever relevant and necessary

(XVii) CorPorAte GoVernAnCe :

The Company believes and strives to adopt and adhere to the highest standards of

corporate governance principles and best practices. With this objective the Company

has adopted the Code of Conduct under SEBI (Prevention of Insider Trading) Regulations

and the Code of Conduct for Directors and Senior Management of the Company

The key aspects of the Corporate Governance are highlighted as below:

(1) Attendance of directors at the Board Meetings and at the last Annual

General Meeting:

During the period under review, four Board Meetings were held on April 18, 2012,

July 20, 2012, October 26, 2012 and January 18, 2013. The status of attendance

of Directors at these Board Meetings and at the previous Annual General Meeting

is as follows


Name of the Directors No. of Board Meetings

attended

Last Annual General

Meeting Attendance

Mr Ravi Parthasarathy 4 Yes

Mr Hari Sankaran 4 Yes

Mr Arun K Saha 4 Yes

Mr Ramesh C Bawa 4 Yes

Mr Surinder Singh Kohli 4 Yes

Mr Milind Patel 4 Yes

Mr Vibhav Kapoor 4 Yes

Mr Shahzaad Dalal 4 Yes

Mr Manu Kochhar 4 Yes

Mr Rajesh Kotian 4 Yes

(2) Committees of the Board :

The following Committees have been constituted to ensure more focused attention

on the affairs of the Company in the respective areas :

(a) Audit Committee

(i) Constitution : Mr Surinder Singh Kohli

Mr Arun K Saha

Mr Vibhav Kapoor

(ii) Terms of Reference:

• Review the annual audited financial statements and quarterly / half

yearly financial statements to ensure that the financial statements

are correct, sufficient and are in compliance with the governing

accounting standards and more specifically the following:

- matters required to be included in the Director’s Responsibility

Statement forming part of the Board’s report in terms of relevant

provisions of the Companies Act, 1956 or any re-enactment

thereof;


- changes, if any, in accounting policies and practices and reasons

for the same;

- major accounting entries involving estimates based on the exercise

of judgment by management;

- significant adjustments made in the financial statements arising

out of audit findings;

- compliance with legal requirements relating to financial statements;

- review and disclosure of related party transactions;

- qualifications in the draft audit report

• Recommend to the Board appointment of internal auditor and

statutory auditor

• Review with the management the adequacy of the internal controls

including computerised information system controls and security

• Review of internal audit plan, adequacy of internal audit function and

to advise on the scope and areas of audit

• Review of the findings of any internal investigations by the internal

auditors into matters where there is suspected fraud or irregularity

or a failure of internal control systems of a material nature and

reporting the matter to the Board

• To look into the reasons for substantial defaults in the payment to the

depositors, debenture holders, shareholders (in case of non payment

of declared dividends) and creditors

• Review the Company’s compliance with employee benefit plans

• Review periodically operating policies of the Company

• Carrying out any other function as may be assigned to the Committee

by the Board from time to time


(iii) The Audit Committee of the Company was reconstituted on June 6, 2012.

Mr Ramesh C Bawa resigned as a Member from the Committee w.e.f.

June 6, 2012

(iv) Meetings: Four Audit Committee Meetings were held during the year

under review

(b) remuneration Committee

(i) Constitution : Mr Ravi Parthasarathy

Mr Hari Sankaran

Mr Vibhav Kapoor

(ii) Terms of Reference :

• Review annually the compensation structure for CEO, Directors and

Senior Management

• Review and recommend to the Board annual increments, incentive

and bonus plans for employees of the Company

• Review and recommend to the Board any other benefits,

compensation or arrangements

• Determines and approves the internal framework of distribution

of the Performance Related Pay (PRP) to the employees of the

Company including Whole Time Director(s)

• Seeks advice and assistance from internal or external legal advisors

• Consider any other matter as required by the provisions of the

Companies Act, 1956


(c) Administration Committee

(i) Constitution : Mr Arun K Saha

Mr Ramesh C Bawa

Mr Milind Patel


The Committee approves all administrative matters including but not

limited to allotment, buy-back and transfer of shares/ debentures/

securities, opening/ closing of bank accounts, change in authorised

signatories for various operations, issue of Power of Attorney to the

officials of the Company to do various incidental and/ or other matters

in the ordinary course of business of the Company

(d) Asset Liability Management Committee

(i) Constitution : Mr Ramesh C Bawa

Mr Arun K Saha

Mr Milind Patel

Mr Manu Kochhar

Mr M M Wagle

Mr Sujoy Das

(ii) Terms of Reference

• To put in place Management Information System (MIS) for quick

analysis and consolidation of data for managing the assets and

liabilities with respect to maturity mismatches and various risks

associated therewith

• Monitoring and managing liquidity and interest rate structures

• Review of funding and capital planning

• Review periodically the market scenario and preparation of

contingency plans


• Approves pricing of assets and liabilities

• Devise a risk mitigation framework etc

(iii) The Asset Liability Management Committee of the Company was

reconstituted on July 20, 2012. Mr P V Rao resigned as a Member from

the Committee and Mr M M Wagle was inducted as a Member of the

Committee

(iv) Meetings: Four Asset Liability Management Committee Meetings were

held during the year under review

(e) Committee of directors

(i) Constitution : Mr Ravi Parthasarathy

Mr Hari Sankaran

Mr Arun K Saha

Mr Ramesh C Bawa


The Committee of Directors deals with all operational matters,

including credits and investments, subject to limits specified by the

Board of Directors from time to time

(f) nomination Committee


Mr Hari Sankaran

Mr Ramesh C Bawa


The Nomination Committee is constituted to ensure that the general

character of the management or the proposed management of the

Company is not prejudicial to the interest of its present and future

depositors, if any, and to ensure “fit and proper” status of the existing

and proposed Director(s) of the Company


(g) risk Management Committee


Mr Hari Sankaran

Mr Ramesh C Bawa


• Oversee, identify and evaluate internal and external risks associated

with the business operations of the Company

• Monitor and approve the risk policies and framework, process and

practice

• Review the adequacy of risk mitigation / framework and recommend

necessary actions / process

• Ensure compliance with statutory regulations and internal guidelines

(h) disciplinary Committee

(i) Constitution : Mr Hari Sankaran

Mr Arun K Saha

Mr Vibhav Kapoor


The Disciplinary Committee is constituted to oversee disciplinary

matters arising from implementation of the Code of Conduct for

Prevention of Insider Trading and is empowered with rights to impose

penalties / penal action against erring employees for breach of any of

the provisions of the Code of Conduct

(i) investment Portfolio review Committee

The Investment Portfolio Review Committee of the Company was constituted

on December 8, 2010, with a view to monitor the investment and treasury

portfolio of the Company on regular basis


(i) Constitution : Mr Vibhav Kapoor

Mr Ramesh C Bawa

Mr Milind Patel

Mr Shahzaad Dalal

Ms Archana Hingorani

Mr Sujoy Das

Mr Ramgopal Kundurthi

Mr Deepak Pareek


• Review and approve the investment proposal within the approved

framework

• Review periodically performance of investment and treasury

portfolio and trading strategy and whenever stop loss action is

triggered

• Monitor and ensure compliance with statutory requirements

• Advise on corrective measures as required

• Monitoring MTM position of portfolio

• Monitoring compliance with prudential limits for portfolio operations

and authorisation of exceptions in exercise of delegated authority

• Periodic review of list of empanelled brokers

• Selection of performance benchmarks; monthly performance review

• Approval of measures to streamline operational flow and strengthen

operational controls

• Recommending risk management measures for the consideration of

the Committee of Directors/ Board of Directors

• And such other matters as the Committee may consider for review


(iii) Meetings: Four Investment Portfolio Review Committee Meetings were

held during the year under review

(j) Asset review Committee :


Mr Ramesh C Bawa

Mr Milind Patel

Mr Sujoy Das

Mr Pradeep Ratnam

Mr Deepak Pareek


The Asset Review Committee reviews sub-standard assets of the

Company and provides its recommendations on dealing with such

assets for consideration of Audit Committee

(iii) The Asset Review Committee of the Company was reconstituted on

July 20, 2012. Mr Sachin Gupta resigned as a Member from the Committee

and Mr Pradeep Ratnam was inducted as a Member of the Committee

(k) Grievance redressal Committee:

(i) Constitution : General Counsel

Chief Financial Officer

Company Secretary


The Grievance Redressal Committee is constituted under the Fair

Practices Code adopted by the Company to dispose the grievances

pertaining to application and processing of loans, loan appraisal

terms / conditions, disbursement of loans including changes in terms

and conditions, release of securities on repayment of all dues by the

client, transfer of borrowal account etc and report to the Board of

Directors on the status of outstanding grievances


(XViii) PArtiCuLArs oF eMPLoYees :

In accordance with the provisions of Section 217 (2A) of the Companies Act, 1956, and

the rules framed there under, the names and other particulars of employees are set out

in the annexure to the Directors’ Report.

(XiX) enerGY ConserVAtion, teCHnoLoGY ABsorPtion And ForeiGn eXCHAnGe

outGo :

Particulars required to be furnished under the Companies (Disclosure of particulars in

the Report of Board of Directors) Rules, 1988 are as under :

(1) Part A and B pertaining to conservation of energy and technology absorption are

not applicable to the Company

(2) The particulars as regards foreign exchange income and expenditure appear as

item 27 in the notes to the accounts forming part of Annual Accounts of the

Company

(XX) ACknoWLedGeMents :

The Directors of the Company would like to express their grateful appreciation for

the excellent support and co-operation received from Members, Central and State

Governments, Reserve Bank of India, Securities and Exchange Board of India, Overseas

Regulators and other Banks and Financial Institutions as well as other regulatory

authorities and look forward for their continued support and encouragement

By the Order of the Board

Ravi Parthasarathy

Mumbai, April 26, 2013 Chairman

inauguration of hong Kong Office

The Hong Kong office of the Company was inaugurated by Mr Ravi Parthasarathy-

Chairman IL&FS Group. The inauguration function was attended by senior

representatives across Banking and Financial Services sector. The occasion was

graced with the presence of His Excellency, Mr. John Tsang Chun-wah, GBM, JP, the

Financial Secretary, Government of Hong Kong SAR, and His Excellency Mr. Gaddam

Dharmendra, Consul General of India at Hong Kong

inauguration of new Office in Mumbai

Focusing on

Buildingassets

The asset portfolio developed by the Company over the years

is strategically important and play a very important role in

enhancing the infrastructure capabilities of the country.

The diversified asset base spread across various infrastructure

sectors provides a steady revenue model


indePendent Auditors’ rePort

to tHe MeMBers oF

iL&Fs FinAnCiAL serViCes LiMited

report on the Financial statements

1. We have audited the accompanying financial statements of iL&Fs FinAnCiAL serViCes

LiMited (“the Company”), which comprise the Balance Sheet as at March 31, 2013, 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

2. 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 referred to in Section 211(3C)

of the Companies Act, 1956 (“the Act”) 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

3. 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

4. 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

auDitOrS’ repOrt


opinion

5. 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 March 31, 2013;

(b) in the case of the Statement of Profit and Loss, of the profit 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

6. Further to our comments above, we report as follows:

A. 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

B. 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 referred to in

Section 211(3C) of the Act

(e) On the basis of the written representations received from the Directors as on

March 31, 2013 taken on record by the Board of Directors, none of the Directors is

disqualified as on March 31, 2013 from being appointed as a Director in terms of

Section 274(1)(g) of the Act

For deLoitte HAskins & seLLs


(Registration No. 117366W)

kalpesh J. Mehta

Partner

Mumbai, April 26, 2013 (Membership No. 48791)


anneXure tO the inDepenDent auDitOrS’ repOrt(re: iL&FS FinanciaL SerViceS LiMiteD)(Referred to in paragraph 6 (A) above of our report of even date)

(i) Having regard to the nature of the Company’s business/activities/results during the

year, clauses (ii), (viii), (x), (xiii) and (xx) of Companies (Auditor’s Report) Order, 2003

are not applicable to the Company

(ii) In respect of its fixed assets:

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

quantitative details and situation of the 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 explanations given to us, no material discrepancies were

noticed on such verification

(c) The fixed assets disposed 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

(iii) In respect of loans, secured or unsecured, granted by the Company to Companies,

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

Companies Act, 1956, according to the information and explanations given to us:

(a) The Company has granted loans aggregating to `13,454.10 million to 13 parties

during the year. At the year end, the outstanding balances of loans to parties

covered in the register maintained under Section 301, aggregated ` 11,801.34

million (number of parties 12) and the maximum amount involved during the year

was ` 14,802.83 million (number of parties 16)

(b) The rate of interest and other terms and conditions of such loans are, in our

opinion, prima facie not prejudicial to the interests of the Company

(c) The receipts of principal amounts and interest (where contractually receivable)

have been generally regular

(d) According to the information and explanation given to us, In respect of outstanding

overdue principal amounts as at the year-end aggregating ̀ 164.20 million (number

of parties 1), Management has taken reasonable steps for recovery of the principal

amount


In respect of loans, secured or unsecured, taken by the Company from companies,

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

Companies Act, 1956, according to the information and explanations given to us:

(a) The Company has taken loans aggregating to ` 119,252.57 million from 12 parties

during the year. At the year-end, the outstanding balances of loans taken from

parties covered in the register maintained under Section 301 aggregated to

` 1,835.10 million (number of parties 4) and the maximum amount involved during

the year was ` 14,683.27 million (number of parties 12).

(b) The rate of interest and other terms and conditions of such loans are, in our opinion,

prima facie not prejudicial to the interests of the Company.

(c) The payments of principal amounts and interest in respect of such loans have

during the year been regular.

(iv) 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.

(v) To the best of our knowledge and belief and according to the information and explanations

given to us, there were no contracts or arrangements referred to in Section 301 of the

Companies Act, 1956 that needed to be entered in the register maintained under the

said Section (excluding loans reported under paragraph (iii) above). Accordingly sub-

clause (b) of clause (v) of CARO is not applicable.

(vi) According to the information and explanations given to us, the Company has not

accepted any deposits from the public during the year.

(vii) In our opinion, the internal audit functions carried out during the year by a firm of

Chartered Accountants appointed by the Management have been commensurate with

the size of the Company and the nature of its business.


anneXure tO the auDitOrS’ repOrt(Referred to in paragraph 3 of our report of even date)

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

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

relating to Income Tax, Provident Fund, Investor Education and Protection Fund,

Employees’ State Insurance, Service Tax, Sales Tax, Cess and other material

statutory dues applicable to it with the appropriate authorities.

(b) There were nondisputed amounts payable on account of the above dues in arrears

as at March 31, 2013 for a period of more than six months from the date they

became payable.

(c) Details of dues of Sales Tax and Income-tax which have not been deposited as on

March 31, 2013 on account of disputes are given below:

name of statute nature

of the

dues

Amount

(` in million)

Period of

which the

amount

relates

Forum where

dispute is

pending

Rajasthan Sales

Tax

Sales

Tax

6.96 1997-98 and

1998-99

High Court

of Rajasthan,

Jodhpur

Kerala Sales Tax Sales

Tax

0.59 2000-01 High Court of

Kerala, Ernakulam

(ix) In our opinion and according to the information and explanations given to us, the Company

has not defaulted in the repayment of dues to financial institutions, banks and debenture

holders.

(x) In our opinion, the Company has maintained adequate documents and records where it has

granted loans and advances on the basis of security by way of pledge of shares, debentures

and other securities.

(xi) Based on our examination of the records and evaluations of the related internal controls,

the Company has maintained proper records of the transactions and contracts in respect of

its dealing in shares securities, debentures and other investments and timely entries have

been made therein. The aforesaid securities have been held by the Company in its own

name except to the extent of the exemption granted under Section 49 of the Companies

Act, 1956.


(xii) In our opinion and according to the information and explanations given to us, the terms and

conditions of the guarantees given by the Company for loans taken by others from banks

and financial institutions are not, prima facie, prejudicial to the interests of the Company.

(xiii) In our opinion and according to the information and explanations given to us, the term

loans have been applied by the company during the year for the purposes for which they

were obtained.

(xiv) 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 have, prima facie, not been used during the year for long- term investment.

(xv) According to the information and explanations given to us, the Company has not made

any preferential allotment of shares to parties and companies covered in the Register

maintained under Section 301 of the Companies Act, 1956.

(xvi) According to the information and explanations given to us, during the period covered, by

our audit report, the Company has issued 2,5000,000 secured Non-Convertible Debentures

of ` 1,000 each. The Company has created security in respect of the debentures issued

other than 500,000 Secured Non- Convertible Debentures of ` 1,000 each outstanding

as at March 31, 2013, for which the Company is in the process of creation of security as

explained in Note 4 (e) of the financial statements.

(xvii) To the best of our knowledge and according to the information and explanations given to

us, no fraud by the Company and no fraud on the Company was noticed or reported during

the year.

For deLoitte HAskins & seLLs


(Registration No. 117366W)

kalpesh J. Mehta

Partner

Mumbai, April 26, 2013 (Membership No. 48791)


BaLance Sheet as at March 31, 2013 (` in million)

note As at March 31, 2013 As at March 31, 2012

eQuitiY And LiABiLities

sHAreHoLders' Funds Share Capital 2 2,656.68 2,656.68 Reserves and Surplus 2 15,854.84 14,223.64

18,511.52 16,880.32non Current LiABiLities

Long-term Borrowings 4 62,947.50 54,359.07 Other Long-term Liabilities 6 240.33 450.22 Long-term Provisions 7 3,547.28 2,709.54

66,735.11 57,518.83Current LiABiLities

Short-term Borrowings 5 16,915.78 14,862.32 Trade Payable 8 125.37 545.77 Current Maturity of Long-term Borrowings 4 24,044.07 19,330.83 Other Current Liabilities 6 1,332.97 924.63 Short-term Provisions 7 2,965.03 3,012.88

45,383.22 38,676.43totAL 130,629.85 113,075.58Assets non Current Assets

Fixed Assets (Net) Tangible Assets 9 84.41 98.89 Intangible Assets 9 6.69 8.41 Deferred Tax Assets 10 1,127.80 764.80 Non-Current Investments 11 25,841.81 25,729.43 Long - term Loans and Advances 14 54,665.17 52,301.56 Other Non- Current Assets 18 625.58 920.39

82,351.46 79,823.48Current Assets

Current Maturity of Non Current Investments

12 2,780.58 1,020.20

Current Maturity of Long term Loans and Advances

14 21,813.31 10,354.14

Current Investments 13 3,010.65 4,630.83 Trade Receivables (Net) 16 1,630.10 1,366.30 Cash and Cash Equivalents 17 1,950.11 1,107.25 Short-term Loans and Advances 15 15,913.94 13,785.60 Other Current Assets 18 1,179.70 987.78

48,278.39 33,252.10totAL 130,629.85 113,075.58

Notes 1 to 31 annexed hereto forms part of financial statements

In terms of our Report attachedfor deloitte Haskins & sellsChartered Accountants Kalpesh J MehtaPartner Membership No. 48791

Mumbai, April 26, 2013

For and on behalf of the Board


Ramesh c Bawa Managing Director & CEO

deepak Pareek Chief Financial Officer

Neelam desai Company Secretary


StateMent OF prOFit anD LOSS for the year ended March 31, 2013

(` in million)

note Year ended

March 31, 2013

Year ended

March 31, 2012

reVenue

Revenue from Operations 22 17,529.35 14,244.72

Other Income 21.63 34.38

17,550.98 14,279.10

eXPenses

Finance Costs 23 11,188.30 8,601.98

Employee Benefit Expenses 24 597.22 545.49

Operating Expenses 24 750.99 634.12

Depreciation and Amortisation 9 42.00 38.78

Provisions and Contingencies 25 469.36 685.52

13,047.87 10,505.89

ProFit BeFore tAX 4,503.11 3,773.21

tAX eXPenses

Current Tax 1,563.00 1,264.00

Adjustment for Earlier Years (193.00) -

Deferred Tax (363.00) (48.30)

ProFit For tHe YeAr 3,496.11 2,557.51

eArninG Per sHAre 26

Basic and Diluted 13.16 9.63

(Face value per share ` 10)










caSh FLOW StateMent for the year ended March 31, 2013

(` in million)

Year endedMarch 31, 2013


(A) CAsH FLoW FroM oPerAtinG ACtiVities

ProFit BeFore tAX 4,503.11 3,773.21

Adjustments for:

Depreciation and Amortisation 42.00 38.78

Provision and Contingencies 469.36 685.52

Provisions for Employee Benefits 64.08 (29.71)

Discount on Deep Discount Bonds - (150.75)

Assets written off 30.00 25.84

Dividend and Pass through Income on Long-term Investments

(254.76) (141.42)

Profit on sale of Long-term Investments (425.16) (134.24)

Loss on Sale of Assets 0.35 0.62

operating Profit before Working Capital Changes

4,428.98 4,067.85

Adjustments for changes in:

Decrease in Current Investments 2,986.04 879.63

(Increase)/Decrease in Long-term and Short-term Advances

(89.24) 703.70

(Increase)/Decrease in Trade Receivables (659.42) 578.58

(Decrease)/Increase in Trade Payables (420.40) 150.56

Proceeds from Short-term Borrowings (Net) 2,053.46 (2,102.74)

Increase in Other Current and Non Current Assets (438.00) (895.48)

Increase in Other Current and Non Current Liabilities

256.59 34.51

8,118.01 3,416.61

Payment of Advance Tax (Net of refund) (1,643.57) (1,151.80)

6,474.44 2,264.81

Loan Disbursed (Net) (18,187.20) (24,120.54)

Credit Instruments (Net) 1,683.94 (1,833.34)

net CAsH used in oPerAtinG ACtiVities A (10,028.82) (23,689.07)


(` in million)



(B) CAsH FLoW FroM inVestinG ACtiVities

Purchase of Long-term Investments (including advance towards investments) :

Subsidiaries, Associates and Joint Ventures (441.04) (33.46)

Others (2,320.18) (6,899.44)

Proceeds from Sale of Long-term Investments :

Subsidiaries, Associates and Joint Ventures 15.82 25.47

Others 1,934.99 1,111.81

Dividend Income on Long-term Investments 132.74 141.42

Purchase of Fixed Assets including CWIP (54.21) (16.68)

Proceeds from Sale of Fixed Assets 0.10 1.23

net CAsH used in inVestinG ACtiVities B (731.78) (5,669.65)

(C) CAsH FLoW FroM FinAnCinG ACtiVities

Proceeds from Long-term Borrowings 12,099.70 38,531.00

Repayment of Long-term Borrowings (5,298.03) (13,651.10)

Proceeds from issue of Tier II Capital 4,000.00 4,000.00

Proceeds from issue of Debentures 2,500.00 -

Dividend paid on Equity (including Tax thereon) (1,698.21) (1,733.08)

net CAsH GenerAted FroM FinAnCinG ACtiVities

C 11,603.46 27,146.82

(d) net inCreAse/(deCreAse) in CAsH And CAsH eQuiVALent (A+B+C) 842.86 (2,211.90)

Cash and cash equivalents at the beginning of the year 1,107.25 3,319.15

Cash and cash equivalents at the end of the year 1,950.11 1,107.25










nOteS FOrMing part OF the accOuntSBackground

IL&FS Financial Services Ltd is incorporated in India as a public limited Company and registered

with Reserve bank of India as Non Deposit Taking Non Banking Financial Services Company

(NBFC). The Company is engaged in financial services business comprising of lending,

investments and advisory services

(1) siGniFiCAnt ACCountinG PoLiCies

(a) Basis for preparation of Financial statements

The Financial Statements are prepared under the historical cost convention in

accordance with the Generally Accepted Accounting Principles in India including

the Accounting Standard issued pursuant to the Companies (Accounting Standards)

Rules, 2006 and Guidelines issued by the Reserve Bank of India. All income and

expenditure having a material bearing on the Financial Statements are recognised

on an accrual basis

The preparation of Financial Statements requires the Management to make

estimates and assumptions considered in the reported amounts of assets and

liabilities (including contingent liabilities) as of the date of the Financial Statements

and the reported income and expenses during the reporting Year. Management

believes that the estimates used in the preparation of the Financial Statements

are prudent and reasonable. Actual results could differ from these estimates. Any

change in the estimates is recognised prospectively in current and future period

(b) Fixed Assets

(i) Leased Assets

type of Lease Capitalisation depreciation PolicyOperating Lease At Cost, including

incidental expenses to

bring the asset to its

working condition

Straight Line Method at the rates

and in the manner provided

under Schedule XIV of the

Companies Act, 1956Finance Lease

(entered into before

April 1, 2001)

At Cost, including

incidental expenses to

bring the asset to its

working condition

Over the primary lease year

under the Straight Line Method

at the rates and in the manner

provided under Schedule XIV of

the Companies Act, 1956Capital Expenditure

on renovation /

improvements of

lease-hold premises

At Cost Amortised over the primary year

of the lease


(a) In respect of Finance Leases, the residual value of leased assets is

amortised over the secondary lease year, wherever specified in the

lease agreement. In respect of assets where the secondary year is

not specified, the residual value is amortised over a year of five

years

(b) Finance Leases entered into after April 1, 2001 have been treated as

Loans in accordance with Accounting Standard 19 (AS-19) – “Leases”

(ii) other Fixed Assets

(a) Fixed Assets including Intangible assets have been capitalised at

cost of acquisition and other incidental expenses

(b) Fixed Assets are stated at cost, less accumulated depreciation and

impairment losses, if any

(c) Fixed Assets are depreciated on the Straight Line Method at the rates

and in the manner specified in Schedule XIV to the Companies Act,

1956, exception the case of certain assets, which are depreciated at

the rates as indicated below:

Asset type useful Life

tangible Fixed Assets

Data Processing Equipments 4 years

Specialised Office Equipment 3 years

Assets Provided to Employees

(other than Vehicles)3 years

Vehicles Provided to Employees 5 years

Mobile Phones, Tablets and Soft Furnishing In the year of capitalisation

Lease Improvements Over the lease year

intangible Assets

Licensed SoftwareOver the license year

not exceeding 5 years

Web-site and Portals 5 years


(d) Assets costing ` 5,000 or less, are fully depreciated in the year of

purchase

(e) Depreciation on Furniture and Fixture, Office Equipment and

Electrical Installation is provided for on the Written Down Value

Method at the rates and in the manner provided in Schedule XIV to

the Companies Act, 1956

(f) The carrying values of assets of the cash-generating unit at each

balance sheet date are reviewed for impairment. If any indication

of such impairment exists, the recoverable amounts of those

assets are estimated and impairment loss is recognised if carrying

value of those assets is higher than the recoverable amount. The

recoverable amount is the greater of the net selling price and

their value in use. Value in use is arrived at by discounting the

estimated future cash flows to present value using discount factor

(c) operating Leases

Leases where the lessor effectively retains substantially all the risks and benefits

of ownership over the lease term are classified as operating lease. Lease rental

income/expenses in respect of operating leases is recognised in the statement

of profit and loss on a straight line basis over the lease term

(d) investments

(i) Investments are capitalised at cost including costs incidental to acquisition

(ii) Investments are classified into long-term or current investments at the time

of acquisition of such investments

(iii) Long-term investments are individually valued at cost less provision for

diminution, other than temporary

(iv) Current investments are valued at lower of cost and fair value of investments

on a category basis

(v) Reclassification of investments from the current to the long-term category

is made at the lower of cost and fair value either on April 1st or October

1st of the year. Resultant loss, if any, is recognised in the Statement of

Profit and Loss immediately


(e) earnings Per share

Basic earnings per share is calculated by dividing the net profit after tax for the

year/year attributable to the equity shareholders of the Company by weighted

average number of equity shares outstanding during the year

Diluted earnings per share is calculated by dividing the net profit after tax

for the year/year attributable to the equity shareholders of the Company by

weighted average number of equity shares determined by assuming conversion

on exercise of conversion rights for all potential dilutive securities

(f) Cash Flow statements

(i) Cash flows are reported using the indirect method, whereby profit / (loss)

before tax is adjusted for the effects of transactions of non-cash nature and

any deferrals or accruals of past or future cash receipts or payments. The

cash flows from operating, investing and financing activities of the Company

are segregated based on the available information

(ii) Cash comprises cash on hand and demand deposits with banks. Cash

equivalents are short-term balances (with an original maturity of three

months or less from the date of acquisition), highly liquid investments that

are readily convertible into known amounts of cash and which are subject to

insignificant risk of changes in value

(g) Foreign Currency transactions

(i) Foreign Currency transactions and Balances

initial recognition

Foreign currency transactions are recorded at the rate prevailing on the

date of the transaction

Conversion

Foreign currency monetary items are restated using the exchange rate

prevailing at the reporting date. Non-monetary items, which are measured

in terms of historical cost denominated in a foreign currency, are reported

using the exchange rate at the date of the transaction

exchange differences

The exchange differences on foreign currency short-term monetary items

are recognised as income or as expenses in the period in which they arise


(ii) Foreign Currency Long-term Monetary items

The Company has exercised the option of amortising / capitalising the

exchange differences arising on long-term foreign currency monetary items

as given under Ministry of Corporate Affairs (MCA) Notification No. G.S.R

914(E) dated December 29, 2011

(h) derivative transactions

(i) All contracts are marked-to-market based on category of contracts and

losses are recognised to the Statement of Profit and Loss. However, gains

arising on such derivative products are not recognised on grounds of

prudence

(ii) Premium received upfront on options written by the Company is accounted

as a liability. Losses if any due to change in the fair value of the underlying

shares is accounted through the Statement of Profit and Loss

(i) revenue recognition

(i) Interest and other dues on the Lending is recognised on accrual basis, except

in case of Non-Performing Assets (NPA’s), wherein income is recognised

on realisation of the same. NPA’s are determined in accordance with the

Guidelines issued by the Reserve Bank of India

(ii) Income on Discounted Instruments is recognised over the tenor of Instrument

on straight line basis

(iii) Upfront fee receivedon the Loans disbursed to Borrowers is amortised as

income on a pro rata basis over the tenor of loan

(iv) Lease income in respect of assets capitalised up to March 31, 2001 is

accounted in accordance with the Guidance Note on Accounting for Leases.

Lease income in respect of assets capitalised on or after April 1, 2001 is

accounted in accordance with Accounting Standard 19 (AS-19) – Leases

(v) Income on services provided in the nature of Corporate Advisory, Project

Debt Syndication, Project Finance and other services fee based income is

recognised on an accrual basis on completion of services as enumerated in

the milestones specified in the relevant mandate letters

(vi) Dividend income is recognised once the unconditional right to receive

dividend is established

(vii) Income from investment in units of Private Equity Funds (PEF) is recognised

on the basis of the income distributed by the respective PEF

(viii) Fee received on providing Guarantees is recognised in the Statement of

Profit and Loss over the period of Guarantee on straight line basis


(j) Finance Costs

Finance cost attributable to the acquisition of the qualifying assets is capitalised

as part of the cost of that asset. Other finance costs are recognised as expenses in

the year in which the cost is incurred. Other finance Charges includes Origination

fees with respect to funds mobilised by the Company. The above charges are

amortised over the tenure of such borrowings

(k) employee benefits

(i) Contributions to Provident Fund and Superannuation Fund are charged to the

Statement of Profit and Loss as per applicable law/ rules

(ii) The Company has taken Group Gratuity Scheme for gratuity payable to the

eligible employees. Incremental liability based on actuarial valuation as per

the projected unit credit method as at the reporting date, is charged to the

Statement of Profit and Loss. Actuarial gains or losses are also recognised in

the Statement of Profit and Loss

(iii) The leave balance has been classified as Short-term and Long-term, based

on the best estimates after considering the past trends. The Short-term leave

encashment liability for the expected leave to be encashed has been measured

byactuary on actual component eligible for leave encashment and expected

Short-term leave to be availed is valued at total cost to the Company. Long-

term leave is valued on actuarial basis determined on the basis of projected

unit cost method

(l) taxation

Income Tax comprises of Current tax and net changes in Deferred Tax Assets or

Liability during the year. Current tax is determined at the amount of tax payable

in respect of taxable income for the year as per the Income tax act, 1961.

Deferred tax assets and liabilities are recognised for future tax consequences of

timing differences between the book profit and tax profit. Deferred tax assets

and liabilities, other than carry forward losses and unabsorbed depreciation

as computed under the tax laws, are recognised when it is reasonably certain

that there will be future taxable income. Carry forward losses and unabsorbed

depreciation, if any, are recognised when it is virtually certain that there will

be future taxable profit. Deferred tax assets and liabilities are measured using

substantively enacted tax rates. The effect on deferred tax assets and liabilities

of a change in tax rates is recognised in the Statement of Profit and Loss in the

year of substantive enactment of the change


(m) Provisions for non Performing Assets (nPAs) and investments

(i) NPAs are identified and categorised according to the Guidelines issued by

the Reserve Bank of India (RBI). Provisions / write offs are made against

sub-standard, doubtful and loss assets at the rates prescribed in the RBI

Guidelines, unless an accelerated provision / write-off is warranted on a

case to case basis in respect of NBFI activities

(ii) Provisioning for NPAs is dependent upon, inter alia, whether the NPA is

secured or unsecured. Loans are considered as secured, where the Company

has valid recourse to assets / recovery by :

(a) Equitable mortgage of property and / or

(b) Pledge of shares, units, other securities, and / or

(c) Hypothecation of assets and / or

(d) Bank guarantees, Company guarantees backed by assets and / or

(e) Decretal debts where Courts have attached property

(iii) Impairment in the investment portfolio is provided / written-off, as per the

Guidelines issued by the RBI, unless an accelerated provision / write-off is

warranted on a case to case basis

(iv) For Non NBFI activities provision/write off is done based on evalution

performed by the Management

(v) The Company carries a significant quantum of project finance and

investment banking assets in its books. Given the risk profile of such assets,

the Company creates a provision for general contingency to cover adverse

events that may affect the quality of the Company’s assets

(vi) With regard to restructured credit facilities, the Company has been following

RBI Circular No.DBS.FID No. C-19 dated March 28,2001 applicable to All

India Term Lending and Refinancing Institutions. Provision recognition on

such restructured facilities is as per the said foregoing circular

(n) Provisions, Contingent Liabilities and Contingent Assets

A provision is recognised when the Company has a present legal or constructive

obligation as a result of a past event and it is probable that an outflow of resources

will be required to settle the obligation, in respect of which reliable estimate

can be made. Provisions are reviewed at each balance sheet date and adjusted


to reflect the current best estimates. A contingent liability is disclosed unless

the possibility of an outflow of resources embodying the economic benefits is

remote. Contingent Assets are neither recognised nor disclosed in the financial

statements

(2) sHAreHoLders’ Funds

(a) The details of the Authorised, Issued, Subscribed and paid-up Share Capital is as

below:

(` in million)

Particulars As at March

31, 2013

As at March

31, 2013

Authorised share Capital

300,000,000 ( Previous year : 300,000,000)

Equity Shares of ` 10 per share

3,000.00 3,000.00

issued, subscribed and fully paid-up

265,667,555 (Previous year : 265,667,555)

Equity Shares of ` 10 per share fully paid-up

2,656.68 2,656.68

(b) 200,000,000 shares were issued for consideration other than cash pursuant to

the scheme of arrangement during Financial Year 2007-08

(c) The entire shareholding of the Company is held by Infrastructure Leasing and

Financial Services Ltd (IL&FS) and its nominees

(d) The Company has one class of equity shares having a par value of ̀ 10 per share.

Each shareholder is eligible for one vote per share held. The shares are entitled

to interim dividend if proposed by the Board of Directors. The final dividend is

subject to approval of the shareholder in the Annual General Meeting

(e) Reserve and Surplus comprises of

(` in million)


31, 2013

As at March

31, 2012

Securities Premium Account 8,538.84 8,538.84

Special Reserve I 3,096.99 2,397.77

Special Reserve II 40.65 23.65

General Reserve 1,537.44 1,187.83

Surplus in Statement of Profit and Loss 2,640.92 2,075.55

total 15,854.84 14,223.64


(f) Special Reserve I represents reserve created, pursuant to the Reserve Bank of

India (Amendment ) Ordinance 1997 under Section 45 (1) (c) of the Reserve Bank

of India Act,1934. Details of the addition and deletion to the Special Reserve I

are as below :

(` in million)


31, 2013

As at March

31, 2012

Balance at the beginning of the year 2,397.77 1,886.27

Addition:

Transferred from Statement of Profit and Loss 699.22 511.50

Balance at the end of the year 3,096.99 2,397.77

(g) Special Reserve II has been created in terms of Section 36 (1) (viii) of Income Tax

Act, 1961 out of the distributable profits of the Company. The details of addition

and deletion to the above is as below :

(` in million)


31, 2013

As at March

31, 2012

Balance at the beginning of the year 23.65 11.15

Addition:


Balance at the end of the year 40.65 23.65

(h) Details of the addition and deletion to the General Reserve are as below :

(` in million)


31, 2013

As at March

31, 2012

Balance at the beginning of the year 1,187.83 932.08

Addition:




(i) The Surplus in Statement of Profit and Loss is arrived at as per the table below:

(` in million)


31, 2013

As at March

31, 2012


Profit for the year 3,496.11 2,557.51

Less: Appropriations :

Proposed Dividend 1,594.01 1,461.17

Dividend Distribution Tax on above 270.90 237.04

Balance transferred to :

General Reserve 349.61 255.75

Special Reserve I 699.22 511.50

Special Reserve II 17.00 12.50


(3) ProPosed diVidend

The Company has proposed dividend for the year ended March 31,2013 on equity

shares of ` 6.00 per share aggregating to `1,594.01 million, which is subject to

approval of shareholders. Dividend distribution tax on the same is `270.90 million

(4) LonG-terM BorroWinGs

(a) The Long-term Borrowings have been further classified into Secured and

Unsecured Loans and represents loans raised from Banks and Others. Security

wise profile of the Company’s Long-term Borrowings for each class are as below:

(` in million)

Particulars As at March 31, 2013 As at March 31, 2012Current non-

CurrentCurrent Non-

Currentsecured

Debentures - 2,500.00 - -Term Loan From Banks 20,904.17 52,242.50 17,033.33 45,396.67

A 20,904.17 54,742.50 17,033.33 45,396.67unsecured

Subordinated Debt (Tier II Capital) - 8,000.00 - 4,000.00Term Loan From Banks 2,200.00 - 2,250.00 2,200.00Term Loan From Others 35.00 100.00 7.50 -Term Loan From Related Parties 904.90 105.00 40.00 2,762.40

B 3,139.90 8,205.00 2,297.50 8,962.40total A+B 24,044.07 62,947.50 19,330.83 54,359.07


(b) All Secured borrowings obtained by the Company (including Current Maturity of

Long-term Borrowings and Short-term Borrowings except CBLO borrowing) are

covered under a pari-passu first charge on all the assets, excluding Immovable

Property, Trading Portfolio (current investments), Long-term Investment where

Company has given Non disposable undertaking,Investment in Subsidiaries and

Affiliates, Tax Assets, Deferred Tax Assets and unamortised expenses. Secured

borrowing includes certain loans, where security creation is under process

(c) Age-wise analysis and Repayment terms of the Company’s Long-term Secured

Borrowings from Banks are as below:

(` in million)

Particulars As at March 31, 2013

As at March 31, 2012

Frequency of Repayment*

1-2 Years 25,825.83 19,016.67 MT,Y,HY

2-3 Years 21,466.67 19,830.00 MT,Y,HY

3-4 Years 4,950.00 2,600.00 MT,Y

4-5 Years - 3,950.00 MT

total 52,242.50 45,396.67

*MT= Bullet payment on Maturity, Y=Yearly Installment, HY= Half Yearly

Installment

(d) Age-wise analysis and Repayment terms of the Company’s Unsecured Term Loan

from Banks are as below:

(` in million)

Particulars As at March 31,

2013

As at March 31,

2012

Frequency of

Repayment*

1-2 years - 2,200.00 MT

*MT= Bullet payment on Maturity


(e) The details of Secured Non-Convertible Debentures(NCDs) issued on private

placement basis are as below

type of

nCds

number of

nCds

issued

number of nCds

outstanding as on

Face Value

per

nCd (`)

interest

rate

Final date of

redemption

March

31, 2013

March

31, 2012

2012 Series IV 500,000 500,000 - 1,000 9.54% 28-Sep-2022

2012 Series VI 289,000 289,000 - 1,000 9.60% 07-Jan-2018

2012 Series III 500,000 500,000 - 1,000 9.75% 03-Sep-2017

2012 Series II 1,000,000 1,000,000 - 1,000 9.75% 13-Aug-2017

2012 Series VI 211,000 211,000 - 1,000 9.65% 07-Jan-2016

Security creation for NCDs issued under 2012 Series VI is under process and

expected to be completed within the time prescribed under the Companies Act,

1956

(f) Subordinated Debt comprises of 8,000,000 Unsecured Redeemable Non-

Convertible Debenture (NCD) as per details below issued on private placement

basis

type of

nCds

number

of nCds

issued

number of nCds

outstanding as on

Face Value

per nCd (̀ )

interest

rate

Final

date of

redemptionMarch 31,

2013

March 31,

2012

2012 Series VII 1,000,000 1,000,000 - 1,000 9.55% 28-Feb-2023

2012 Series V 1,000,000 1,000,000 - 1,000 9.55% 27-Nov-2022

2012 Series I 2,000,000 2,000,000 - 1,000 10.15% 29-Jun-2022

2011 Series II 2,000,000 2,000,000 2,000,000 1,000 10.30% 22-Mar-2022

2011 Series I 2,000,000 2,000,000 2,000,000 1,000 10.30% 28-Dec-2021


(g) Term Loan from Related Parties carries interest rate of 10.00% (As at March

31, 2012: 10.50%). Remaining Contractual Maturity for bullet repayment as on

March 31, 2013 is between 1-2 years(As at March 31, 2012 : 1-2 years)

(5) sHort-terM BorroWinGs

(a) Short-term Borrowings comprises of amount raised from Banks, Deposits

from Corporates, Collateralised Borrowings (CBLO) and Commercial Papers.

Composition of Short-term Borrowings is as per the table below:

(` in million)


31, 2013

As at March

31, 2012

secured

Loan from Banks(Refer note 4(b)) 3,987.11 2,687.76

Collateralised Borrowings (CBLO) 1,392.80 3,065.80

5,379.91 5,753.56

unsecured

Loan from Banks - 750.00

Loan from Others 938.74 517.50

Loan from Related Parties 825.20 2,136.93

Commercial Papers (Gross) 10,040.00 5,860.00

Less : Unexpired Discount (268.07) (155.67)

11,535.87 9,108.76

total 16,915.78 14,862.32

(b) CBLO of ` 1,392.80 million(As at March 31, 2012- `3,065.80 million) are secured

by Government securities (G-Sec) held as part of Investment portfolio (Refer note

11(b) and note 13(b))

(c) The maximum amount of commercial paper outstanding during the year was

` 21,050.00 million (Previous Year- ` 15,640.00 million)


(6) otHer Current And LonG-terM LiABiLities

(` in million)

Particulars As at March 31, 2013 As at March 31, 2012

Current Long-term Current Long-term

Interest accrued but not due 568.21 86.91 265.48 255.98

Income Received in Advance 484.80 117.91 415.10 123.01

Security Deposits 165.10 35.51 165.10 71.23

Statutory Dues 32.30 - 53.23 -

Retention Money Payable 10.76 - 10.16 -

Other Payables 71.80 - 15.56 -

Total 1,332.97 240.33 924.63 450.22

(7) sHort-terM And LonG-terM ProVisions

(a) Break-up of the Provisions are as below:

(` in million)


short-term Long-term Short-term Long-term

i. As per nBFC Prudential Guidelines

Standard Assets - 250.00 - 220.00

Non- Performing Assets 207.64 - 136.60 -

Others - 227.31 - -

ii. As per Accounting standards

Diminution in value of Investments 484.21 243.28 918.44 169.98

Mark to Market on Derivatives 13.10 - 33.87 -

Employee Benefits 282.69 26.69 225.76 19.56

Provision for Income Tax (Net) 112.48 - - -

Proposed Dividend 1,594.01 - 1,461.17 -

Dividend Distribution Tax 270.90 - 237.04 -

iii. others

General Contingencies - 2,800.00 - 2,300.00

total 2,965.03 3,547.28 3,012.88 2,709.54


(b) Contingent Provision against Standard assets aggregating ̀ 250 million (As on March

31, 2012- ` 220 million) represents provision made pursuant to Reserve Bank of

India circular DNBS.PD.CC.No.207/ 03.02.002 /2010-11 issued on January 17, 2011

requiring all NBFCs to make a provision of 0.25% on the outstanding standard assets

(` in million)


31, 2013

As at March

31, 2012


Add: Incremental provision for the year 30.00 68.00


(c) Following table summarises movement in Provision for General Contingencies

(` in million)


31, 2013

As at March

31, 2012


Add: Provision made during the year 500.00 250.00


(d) The details of movement in provision for diminution in value of long term

investments is as follows:

(` in million)


31, 2013

As at March

31, 2012


Provision made during the year 73.30 122.49

reclassification of Provision - (184.32)


(e) Provision for mark to market made on current investments and derivative

contracts outstanding as on March 31, 2013 is based on market price prevailing

on March 28, 2013 (being last trading day)


(f) In accordance with the Guidelines issued by the RBI, the Company has made

provision for non performing assets. The details of movement in provision for non

performing assets and diminution in value of current investments is as follows:

(` in million)

Particulars short term Provision for

non Performing

Assets

diminution in value of

investments

As at March

31, 2013

As at March

31,2012

As at March

31, 2013

As at March

31,2012

Balance at the beginning of the year 136.60 113.90 918.44 615.20

Provision made (written back)

during the year

135.24 21.99 (434.23) 193.92

Reclassification of Provision - 75.00 - 109.32

Non Performing Assets Written

off against provision

(64.20) (74.29) - -

Balance at the end of the year 207.64 136.60 484.21 918.44

(g) Disclosure as required under AS- 15 – “Employee Benefits”:

(i) The Company has recognised ` 10.08 million (Previous Year ` 9.09 million)

and ` 9.89 million (Previous Year ` 7.57 million) in Statement of Profit and

Loss under Company’s Contribution to Provident Fund and contribution to

Superannuation fund respectively

(ii) The Company operates funded post retirement defined benefit plans for

gratuity, details for which are as follows:

i. Assumption As at March

31, 2013

As at March

31, 2012

Discount Rate 8.50% 8.25%

Rate of Return on Plan Assets 8.60% 8.60%

Salary Escalation 6.50% 6.50%

Mortality LiC (1994-96)

Mortality table

LIC (1994-96)

Mortality Table


(` in million)

ii. table showing Change in defined

Benefit obligation

As at March

31, 2013

As at March

31, 2012

Opening Defined Benefit Obligation 44.14 34.93

Interest Cost 3.75 2.88

Current Service Cost 5.09 1.97

Benefit Paid - (6.43)

Actuarial Loss on Obligations 3.53 10.79

Closing defined Benefit obligation 56.51 44.14

(` in million)

iii. table of Fair value of Plan Assets As at March

31, 2013

As at March

31, 2012

Fair Value of Plan Assets at the start 44.32 36.39

Expected Return on Plan Assets 3.81 2.52

Contributions 3.46 12.86

Transfer to other Company - 2.44

Benefit Paid - (3.99)

Actuarial Gain on Plan Assets 0.88 (1.02)

Fair Value of Plan Assets at the end 52.47 44.32

(` in million)

iV. Actual return on the Plan Assets As at March

31, 2013

As at March

31, 2012

Expected Return on the Plan Assets 3.81 2.52

Actuarial Gain on Plan Assets 0.88 (1.02)

Actual return on Plan Assets 4.69 1.50


(` in million)

V. Amount recognised in the

Balance sheet

As at

March

31, 2013

As at

March

31, 2012

As at

March

31, 2011

As at

March

31, 2010

As at

March

31, 2009

Liability at the end of the year 56.51 44.14 34.93 18.29 14.09

Fair Value of Plan Assets at the end 52.47 44.32 36.39 18.61 14.21

Shortfall/(Excess) 4.04 (0.18) (1.46) (0.32) (0.12)

Amount recognised in Balance sheet 5.00¹ (0.18) (1.46) (0.32) (0.12)

¹ The Company has taken actuarial valuation for the above disclosure

which differs with the amount recognised by the Company in Financial

Statements. The above excess provision is not reversed on prudence basis

(` in million)

Vi. reconciliation of the Liability

recognised in the Balance sheet

As at March

31, 2013

As at March

31, 2012

Opening Net Liability (0.18) (1.46)

Expense Recognised 7.68 14.14

Contribution by the Company (3.46) (12.86)

Amount recognised in Balance sheet 4.04 (0.18)

(` in million)

Vii. expenses recognised in the

statement of Profit and Loss

As at March

31, 2013

As at March

31, 2012

Current Service Cost 5.09 1.97

Adjustment with earlier period/year surplus - (1.28)

Interest Cost 3.75 2.88

Expected Return on Plan Assets (3.81) (2.52)

Actuarial (Gain) / Loss 2.65 11.81

expense recognised in the

statement of Profit and Loss

7.68 12.86


(` in million)

Viii. experience Adjustment As at

March

31, 2013

As at

March

31, 2012

As at

March

31, 2011

As at

March

31, 2010

As at

March

31, 2009

Defined Benefit Obligation 56.51 44.14 34.93 18.29 14.09

Plan Assets 52.47 44.32 36.39 18.61 14.21

Surplus/(Deficit) 4.04 0.18 1.46 0.32 0.12

Experience adjustment on Plan

Liability

(2.09) 7.10 8.32 (0.51) (1.00)

experience adjustment on

Plan Asset

0.89 1.02 0.12 1.45 (1.64)

iX. description of Plan Assets As at March

31, 2013

As at March

31, 2012

Insurer Managed Funds 100% 100%

(iii) Other Details

The estimates of salary increase considered in actuarial valuation, take

account of inflation, seniority, promotion and other factors. The above

information is certified by the actuary and relied upon by the Auditors

(8) trAde PAYABLes

On the basis of information and records available with the Company and confirmations

sought by the Management from suppliers under Micro, Small and Medium Enterprises

Development Act. 2006, there have been no reported cases of delays in payments

to micro, small and medium enterprises or of interest payment due to delay in such

payments


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(9)

FiX

ed

Asset

s


(10) deFerred tAX Assets

Major components of deferred tax assets arising on account of timing differences are:

(` in million)


31, 2012

Created

during the year

As at March

31, 2013

Difference between book

and tax depreciation

56.00 0.25 56.25

Provisions and

Contingencies

703.10 353.00 1,056.10

Others 5.70 9.75 15.45

deferred tax Assets 764.80 363.00 1,127.80

As at March 31, 2012 716.50 48.30 764.80

(11) non-Current inVestMents

(a) Summary of Non Current Investments is as below :

(` in million)


31, 2013

As at March

31, 2012

trade investments

Equity Shares 6,369.29 4,799.34

Preference Shares 449.94 199.95

Units of Other Funds 9,843.02 8,030.96

Pass Through Certificates 444.76 2,325.58

Investment Property 2,062.85 -

19,169.86 15,355.83

other investments

Equity Shares 519.16 707.06

Units of Mutual Fund 10.00 -

Government Securities - 1,960.26

Debentures & Bonds 6,142.79 7,706.28

6,671.95 10,373.60

total 25,841.81 25,729.43


(b) Scrip wise details of the Investment as on March 31, 2013 is as below:

Fully paid (` in million)

name of Company Face Value

Quantity as at Cost as at

March 31, 2013

March 31, 2012

March 31, 2013

March 31, 2012

trAde inVestMents

equity shares-Quoted

Electrosteel Steels Ltd 10 68,250,000 75,000,000 682.50 750.00

IL&FS Engineering & Construction Co Ltd 10 13,496,381 13,496,381 1,330.24 1,330.24

IL&FS Transportation Networks Ltd 10 2,440,534 2,440,534 406.04 406.04

Pipavav Defence and Offshore Ltd 10 12,617,254 10,117,254 775.54 571.24

equity shares-unquoted

- in subsidiaries

IL&FS Global Financial Services Pte Ltd SGD 1 3,050,001 1,550,001 122.12 54.78

IL&FS Global Financial Services (UK) Ltd £1 400,001 400,001 30.25 30.25

IL&FS Global Financial Services (ME) Ltd $1 800,000 800,000 35.94 35.94

IL&FS Global Financial Services (HK) Ltd HKD1 800,000 - 55.15 -

IL&FS Capital Advisors Ltd 10 10,000,000 7,000,000 100.00 70.00

IL&FS Infra Asset Management Ltd 10 11,050,000 - 110.50 -

IL&FS AMC Trustee Ltd 10 200,000 - 2.00 -

- in Joint Venture

Syniverse Technologies (India) Pvt Ltd 10 5,200 5,200 0.05 0.05

- in Associate

Maytas Properties Ltd 100 - 10,000 - 1.00

- others

Dewanchand Ramsaran Industries Pvt Ltd 10 278,125 278,125 126.00 126.00

Essel Shyam Communication Ltd 10 386,000 386,000 79.00 79.00

John Energy Ltd 10 476,370 476,370 365.00 365.00

MCX Stock Exchange Ltd 1 27,165,000 27,165,000 977.93 977.93

Reid & Taylor India Ltd 10 24,523,656 - 1,169.16 -

Tamil Nadu Urban Infrastructure Financial Services Ltd

10 170,014 170,014 1.70 1.70

Tamil Nadu Urban Infrastructure Trustee Co Ltd

10 17,014 17,014 0.17 0.17

6,369.29 4,799.34

sGd = Singapore Dollar

Hkd = Hongkong Dollar

$ = US Dollar

£ = UK Sterling




March 31, 2013

March 31, 2012

March 31, 2013

March 31, 2012

Preference shares- unquoted

optionally Convertible Cumulative redeemable Preference shares

- in others

John Energy Ltd 1000 25,000 25,000 25.00 25.00

John Energy Ltd 1000 75,000 75,000 75.00 75.00

IL&FS Engineering & Construction Co Ltd 100 2,631,500 - 249.99 -

Compulsorily Convertible Preference shares

- in Joint Venture

Syniverse Technologies (India) Pvt Ltd (Series B)

10 4,800 4,800 0.05 0.05

Syniverse Technologies (India) Pvt Ltd (Series D)

1,000 99,900 99,900 99.90 99.90

449.94 199.95

units of other Funds- unquoted

- in subsidiary

IFIN Realty Trust (Class A) 1,000,000 854.06 735.56 854.06 735.56

Investment Square Trust 1,662,687,621 1.00 1.00 1,662.69 1,620.95

- others

IL&FS Realty Fund (Class A) 100,000 9,287.67 9,712.78 928.76 971.27

IL&FS Milestone Fund 1,000 45,993.00 45,993.00 45.99 45.99

IL&FS Infrastructure Equity Fund-1 1,000 1,713,000.00 1,660,000.00 1,713.00 1,660.00

IL&FS Orix Trust 1,000,000 73.30 73.30 73.30 73.30

IL&FS IIDC Fund 1,000,000 684.46 719.83 774.10 815.52

Leverage India Fund (Class E) 1,000 266,904.10 303,721.32 266.90 303.72

Pan Asia Project Development Fund India (Class A)

100 3,233,678.42 3,233,678.42 323.37 323.37

Rajasthan Project Development Fund 1,000 1,249.00 1,249.00 1.25 1.25

South Asian Regional Apex Fund 5,000 216.42 2,512.50 1.08 12.56

Tara India Fund-III Class A Units 1,000,000 769.42 769.42 769.42 769.42

Tara India Fund-III Class D Units 1,000,000 31.60 31.60 31.60 31.60

Tara India Fund IV Trust 1,000,000 500.00 500.00 500.00 500.00

Tamilnadu Urban Development Fund 100,000 1,664.46 1,664.46 166.45 166.45

Maytas Investment Trust 1,000 1,731,048.00 - 1,731.05 -

9,843.02 8,030.96

(` in million)




March 31, 2013

March 31, 2012

March 31, 2013

March 31, 2012

Pass through Certificate- unquoted

IL&FS Investment Trust - IV (PTC - II ) 1 100,780 100,780 0.10 0.10

IL&FS Investment Trust-IV (PTC-Series III) 1 102,830,307 102,830,307 0.10 0.10

IL&FS Investment Trust - IV (PTC -Series I ) 1 44,265,406 44,265,406 0.06 0.06

IL&FS Investment Trust -I (IIT- I) 889,000 500 500 444.50 444.50

Maytas Investment Trust 1,000 - 1,739,542 - 1,880.82

444.76 2,325.58

investment in Properties

Allotment of specified area at Kohinoor Square Project, Mumbai

- - - 2,062.85 -

otHer inVestMents

equity shares- Quoted

Credit Analysis & Research Ltd 10 1,711,000 2,566,500 375.78 563.68

Satyam Computer Services Ltd 2 208,629 208,629 25.07 25.07

Sun Earth Ceramics Ltd* 10 1,291,625 1,291,625 - -

Tata Steel Ltd 10 22,177 22,177 13.31 13.31

equity shares-unquoted

Allen Scott Industries Ltd 10 149,300 149,300 0.10 0.10

Ahmedabad Stock Exchange Ltd 10 331,800 331,800 18.96 18.96

Investor Services Of India Ltd 10 535,768 535,768 6.43 6.43

IPF Online Ltd 10 173,300 173,300 10.40 10.40

IFCI Venture Capital Funds Ltd 10 250,000 250,000 4.75 4.75

Kakinada SEZ Ltd 10 507,055 507,055 5.08 5.08

Mahindra Sona Ltd 10 231,600 231,600 29.30 29.30

National Institute for Smart Government 100 50,000 50,000 5.00 5.00

Petronet India Ltd* 10 10,000,000 10,000,000 - -

Petronet VK Ltd* 10 5,000,000 5,000,000 - -

Petronet CCK Ltd* 10 39,920 39,920 - -

Petronet MHB Ltd* 10 39,920 39,920 - -

Samudra Shoes Ltd* 10 337,500 337,500 - -

Tidel Park Ltd 10 2,000,000 2,000,000 20.00 20.00

Triton Overwater Transport Agency Ltd 10 498,000 498,000 4.98 4.98

Microland Ltd* 1 2,000,000 2,000,000 - -

519.16 707.06

(` in million)

* These Investments are carried at book value of ` 1/-


(` in million)



March 31, 2013

March 31, 2012

March 31, 2013

March 31, 2012

units of Mutual Fund-Quoted

HDFC Debt Fund for Cancer Cure – 100% Dividend Donation Option

10 1,000,000 - 10.00 -

Government securities – Quoted(refer note 5(b))

7.83% GOI 2018 (Mty 11-Apr-2018) 100 - 7,500,000 - 723.78

8.07% GOI 2017 (Mty 15-Jan-2017) 100 - 12,500,000 - 1,236.48

- 1,960.26

debentures and Bonds

Compulsorily Convertible debentures- unquoted (refer note 11(g))

Bajaj Power Ventures Pvt Ltd 100 30,000,000 27,000,000 3,000.00 2,700.00

Essel Sports Infrastructure Ltd 100,000,000 6 6 600.00 600.00

Essel Sports Infrastructure Ltd 80,000,000 1 1 80.00 80.00

non-Convertible debentures - unquoted

ABG International Pvt Ltd 1,000 367,244 - 367.25 -

Parsvanath Developers Ltd 1,000,000 - 150 - 150.00

Parsvanath Developers Ltd 156,250,000 - 8 - 1,250.00

Shree Naman Developers Ltd 1,000 529,536 - 529.54 -

optionally Convertible debentures - unquoted

Pochampally Handloom Park Ltd 100,000 640 600 64.00 60.00

Fully Convertible debentures- unquoted (refer note 11(g))

A2Z Infrastructure Ltd 10,000,000 150 150 1,500.00 1,500.00

Covered Warrants- unquoted

NK Telecom Products Ltd 10 200,000 200,000 2.00 2.00

deep discount Bond- unquoted

NK Telecom Products Ltd 8,750,000 - 201 - 1,364.28

6,142.79 7,706.28

total 25,841.81 25,729.43


(c) Market Value of Quoted Investment and Cost of Unquoted Investments

(` in million)

ParticularsAs at March

31, 2013

As at March

31, 2012

Quoted investment

Aggregate Market Value 3,619.83 4,605.84

Cost 3,618.48 5,056.15

unquoted investment

Cost 22,223.33 20,673.28

total Cost 25,841.81 25,729.43

(d) With respect to investment in Credit Analysis & Research Ltd (CARE), the Company

has offered 855,000 shares held by it under offer for sale of CARE as a selling

shareholder. The remaining 1,711,000 share held as on March 31, 2013 are

under lock-in period till December 20, 2013 as required under law and cannot

be lent, pledged, encumbered, sold or transferred in any other manner till

such period

(e) The Holding Company acquired management control of IL&FS Engineering &

Construction Company Ltd (Formerly known as Maytas Infra Ltd) (IECCL) vide

orders of the Company Law Board (CLB) dated August 31, 2009, in order to

protect the credit exposure of the Company to IECCL. Such acquisition of the

shares was exclusively to protect the interest of the Company and does not

form part of a strategy to acquire and retain long term assets /investments

(f) The Company has four foreign subsidiaries and investment in such subsidiaries

has been made in foreign currency. Given the size of the investment and

level of operations, the Company has not entered into hedging of the above

investments

(g) These investments are under put and call options with promoters of the

investee company or investee company


(12) Current MAturities oF non Current inVestMents

Break up of Current Maturities of the Long-term Investment is as below:

Fully Paid (` in million)

name of Company Face

Value


March

31, 2013

March

31, 2012

March

31, 2013

March

31, 2012

non Convertible

debentures- unquoted

Parsvanath Developers Ltd 1,000,000 149 420 148.85 420.20

Parsvanath Developers Ltd 156,250,000 8 - 1,250.00 -

ABG International Pvt Ltd 1,000 1,101,731 - 1,101.73 -

TCI Finance Ltd 10,000,000 28 33 280.00 330.00

Reliance Industries Ltd 100 - 2,700,000 - 270.00

total 2,780.58 1,020.20

(13) Current inVestMents

(a) Summary of Current Investments is as below:

(` in million)


31, 2013

As at March

31, 2012

Equity Shares 987.96 2,517.43

Government Securities 1,795.61 1,366.53

Debentures 227.08 746.87

Total 3,010.65 4,630.83

(b) Scrip wise details of the Current Investment Portfolio is as below:


Fully Paid (` in million)


Value


March

31, 2013

March

31, 2012

March

31, 2013

March

31, 2012

equity shares (Quoted)

Aditya Birla Nuvo Ltd 10 26,500 - 29.50 -

Axis Bank Ltd 10 - 85,000 - 120.03

Aurobindo Pharma Ltd 1 - 421,870 - 91.45

Ambuja Cements Ltd 2 - 450,000 - 76.02

Best & Crompton Engineering Ltd 10 - 25,507 - 0.87

Bharat Bijlee Ltd 10 - 37,143 - 92.80

Bhilwara Technical Textiles Ltd 1 - 752,718 - 0.00

Bharti Airtel Ltd 5 - 300,000 - 117.89

Biocon Ltd 10 127,000 169,000 52.95 70.46

Century Textiles & Industries Ltd 10 - 109,139 - 33.34

D B Realty Ltd 10 - 31,499 - 14.74

Dr Reddy Laboratories Ltd 5 83,843 - 152.45 -

Elecon Engineering Co Ltd 2 - 520,030 - 51.18

Financial Technologies (India) Ltd 2 - 54,900 - 81.22

Gammon India Ltd 2 - 197,388 - 40.92

GVK Power & Infrastructure Ltd 1 - 2,000,000 - 47.14

Housing Development Finance

Corporation Ltd2 - 100,000 - 70.36

Hindalco Industries Ltd 1 200,000 - 26.74 -

Hindustan Unilever Ltd 1 - 150,000 - 60.15

HCL Technologies Ltd 2 - 84,000 - 38.62

ICICI Bank Ltd 10 - 50,000 - 43.00

Indian Bank 10 - 414,986 - 99.70

Indiabulls Financial Services Ltd 2 96,575 295,150 22.74 59.87

IOL Netcom Ltd 10 - 246,001 - 56.09

Infosys Technologies Ltd 5 - 35,700 - 102.07

Industrial Development Bank Of

India10 - 299,570 - 45.43

IL&FS Engineering & Construction

Co Ltd 10 1,000 1,000 0.12 0.12

Jubilant Life Sciences Ltd 1 350,001 - 76.21 -

Micro Technologies (India) Ltd 10 - 196,878 - 46.21

NCC Ltd 10 - 253,581 - 41.84

Persistent Systems Ltd 10 - 81,420 - 36.82



Value


March

31, 2013

March

31, 2012

March

31, 2013

March

31, 2012

Pipavav Defence & Offshore

Engineering Co Ltd10 - 1,000,000 - 80.49

Parabolic Drugs Ltd 10 - 1,200,000 - 90.00

Parental Drugs (India) Ltd 10 176,770 176,770 55.16 55.16

Ramky Infrastructure Ltd 10 - 132,445 - 53.78

RSWM Ltd 10 - 200,341 - 26.39

S.Kumars Nationwide Ltd 10 26,870,223 4,402,718 526.51 314.21

Suzlon Energy Ltd 2 - 1,541,900 - 142.16

Syndicate Bank 10 - 852,600 - 88.31

Tata Motors Ltd 2 - 150,000 - 39.14

Tech Mahindra Ltd 10 50,971 - 45.58 -

Upper Ganges Sugar & Industries Ltd 10 - 58,443 - 14.91

Yes Bank Ltd 10 - 200,000 - 74.54

987.96 2,517.43

Government securities- Quoted

(refer note 5(b))

11.83% GOI 2014 (Mty 12-Nov-2014) 100 6,500,000 6,500,000 785.62 785.62

6.35% GOI 2020 (Mty 02-Jan-2020) 100 - 1,000,000 - 89.69

8.08% GOI 2022 (Mty 02-Aug-2022) 100 2,500,000 2,500,000 248.58 245.41

8.13% GOI 2022 (Mty 21-Sep-2022) 100 2,500,000 2,500,000 249.22 245.81

8.20% GOI 2025 (Mty 24-Sep-2025) 100 2,500,000 - 254.05 -

8.33% GOI 2026 (Mty 09-Jul-2026) 100 2,500,000 - 258.14 -

1,795.61 1,366.53



Value


March

31, 2013

March

31, 2012

March

31, 2013

March

31, 2012

non-Convertible debentures –

unquoted

9.50% Yes Bank UT 2025

(Mty 08-Sep-2025)100 1,000,000 1,000,000 100.00 100.00

10.25% RGTIL 2021 (Mty 22-Aug-2021) 100 - 1,500,000 - 150.00

10.25% RPTL 2021 (Mty 22-Aug-2021) 100 - 1,500,000 - 154.40

Biltube Industries Ltd 10,000,000 - 11 - 102.98

PFS Shipping (India) Ltd 10,000,000 19 25 127.08 239.49

227.08 746.87

Total 3,010.65 4,630.83

(c) Market Value of Quoted Investment and Cost of Unquoted Current Investment:

(` in million)


31, 2013

As at March

31, 2012

Quoted investment

Aggregate Market Value 2,402.42 2,979.55

Cost 2,883.57 3,883.96

unquoted investment

Cost 127.08 746.87

total Cost 3,010.65 4,630.83

(d) The Company has executed Power of Attorney in favour of its Professional

Clearing Member in respect of its Dematerialised Account, holding its quoted

equity investment. These investments are appropriated against margin

requirement of the respective stock exchange. As on March 31, 2013,

the Company is required to maintain margin of ` 232.68 million (As on

March 31, 2012 ` 75.40 million) which is covered by the current investment

equivalent to ` 250.98 million (As on March 31, 2012 ` 88.31million)


(14) LonG –terM LoAns And AdVAnCes

(a) Break up of Long-term Loans and Advances is as below:

(` in million)


Currentnon-

CurrentCurrent

Non-

Current

secured Loans

(considered good)

To Related Parties 9.81 4,030.87 2.41 87.79

To Others 21,291.15 46,524.90 10,301.33 47,473.41

unsecured Loans

(considered good)

To Others 355.56 1,622.98 - 2,820.13

doubtful Loans

To Others 156.79 146.85 50.40 -

21,813.31 52,325.60 10,354.14 50,381.33

unsecured Advances

(considered good)

Advance Payment of Taxes (net) - 1,337.92 - 951.87

Capital Advances to Others - 979.60 - 951.65

Advance towards Investments

to Others- 0.01 - 0.02

Deposits - 2.81 - 2.92

Prepaid Expenses - 19.23 - 13.77

- 2,339.57 - 1,920.23

total 21,813.31 54,665.17 10,354.14 52,301.56

(b) Secured Loans include loans worth ` 4,363.16 million (As at March 31, 2012 -

` 761.89 million), where security creation is under process

(a) Provision of ` 55.08 million (As at March 31, 2012 – ` 25.20 million) is created

on Doubtful Loans as per RBI Guidelines and disclosed under Provision for Non-

Performing Assets under Note 7(f)


(15) sHort-terM LoAns And AdVAnCes

(a) Details of Short-term Loans and Advances is given below:

(` in million)


31, 2013

As at March

31, 2012

secured Loans (considered good)

To Related Parties 1,144.40 300.00

To Others 13,087.17 12,472.12

unsecured Loans (considered good)

To Related Parties - 50.00

To Others 577.18 385.00

doubtful Loans

To Others 742.00 299.20

15,550.75 13,506.32

unsecured Advances (considered good)

Margin Money with Related Parties 177.02 75.40

Advance towards Investments - 71.20

Prepaid Expenses 102.51 66.01

Deposits 26.05 19.60

Advances

to Related Parties 4.61 4.05

to Other Parties 53.00 43.02

363.19 279.28

total 15,913.94 13,785.60

(b) Provision of ` 152.36 million (As at March 31, 2012 – ` 111.20 million) is created

on Doubtful Loans as per RBI Guidelines and disclosed under Provision for Non-

Performing Assets under Note 7(f)

(c) Margin Money with Related Parties represents Initial Margin on Equity Derivative

transactions of ` 177.02 million (As at March 31, 2012- ` 75.40 million) paid by

the Company to it’s Professional Clearing Member

(d) Secured Loans consist of loans of ` 416.20 million (As at March 31, 2012-

` 500 million) where security creation is under process


(16) trAde reCeiVABLes

(a) Trade Receivables comprises of receivable of interest and other dues from its

clients and fee for services rendered to its clients

(b) Trade Receivables are classified into following categories :

(` in million)


31, 2013

As at March

31, 2012

outstanding for a period exceeding six months

Unsecured, Considered Good 33.85 -

Unsecured, Considered Doubtful 16.66 -

Less : Provision for Bad and Doubtful Debts (16.66) -

other debts

Secured, Considered Good 653.16 558.73

Unsecured, Considered Good 943.09 807.57

total 1,630.10 1,366.30

(17) CAsH And CAsH eQuiVALents

(` in million)


31, 2013

As at March

31, 2012

Cash and Cash equivalents

Cheques on Hand 448.45 21.02

Balance with Banks

i) In current accounts 1,497.66 577.73

ii) In deposit accounts 4.00 508.50

total 1,950.11 1,107.25

(18) otHer Current And non Current Assets

(` in million)


Currentnon-

CurrentCurrent

Non-

Current

Income Accrued on Investments 114.69 235.97 201.41 259.03

Income Accrued on Lease, Loans and

Advances1,065.01 389.61 786.37 661.36

total 1,179.70 625.58 987.78 920.39


(19) ContinGent LiABiLitY

(a) Guarantee :

(` in million)


31, 2013

As at March

31, 2012

Guarantees issued on behalf of third parties 473.01 1,906.27

(b) Claims against Company not acknowledged as debts

(i) income tax: Demand Raised by Income Tax Authorities against the Company

not acknowledged as debts and not provided for, the Company is in appeal at

various authorities - ` 199.43 million (As at March 31, 2012- ` 154.24 million)

(ii) sales tax: Demand raised by Sales Tax authorities against the Company

` 12.99 million for Lease tax dues (As at March 31, 2012- ` 9.06 million),

against which the Company has preferred appeals with the Appellate Tribunal,

High Court

(iii) service tax: Demand raised by Service Tax authorities against the Company

` 12.49 million for CENVAT credit availed (As at March 31, 2012- ̀ 7.75 million),

against which the Company has preferred appeals with the Asst Commissioner/

Commissioner

The Company does not expect any outflow of economic resources in respect of the

above and therefore no provision is made in respect thereof

(20) CoMMitMents

(a) Capital Commitments

Estimated amount of contracts remaining to be executed but not provided in respect

of Tangible Assets ` 3.71 million (As at March 31, 2012 - ` 0.27 million)

(b) Financial Commitments

Undisbursed Commitment in respect of Loans is ` 68.01 million (As at March 31,

2012 ` Nil million)


(c) operating Lease Commitments

The Company has entered into Operating Lease arrangement in respect of premises.

The minimum future payments during non-cancellable years under the foregoing

arrangement in aggregate for each of the following years are as below:

(` in million)


31, 2013

As at March

31, 2012

Less than one year 22.16 25.61

One to five years 78.65 111.31

Greater than five years - 19.08

total 100.81 156.00

The Operating Lease expenses incurred during the year of ̀ 16.70 million (Previous

year ` 8.39 million) is included in Rent Expenses

(21) deriVAtiVe instruMents

(a) Detail of outstanding derivative instruments are as below:


31, 2013

As at March

31, 2012

index options

No. of Contracts 13,580 6,000

Notional Principal (` in million) 61.96 18.40

interest rate swap

No. of Contracts 2 4

Notional Principal (` in million) 500.00 1,000.00

Currency swap

No. of Contracts - 2

Notional Principal (¥ in million) - 246.88

No. of Contracts - 1

Notional Principal (£ in million) - 1.00

¥ = Yen

£ = Sterling Pound


(b) Details of Equity/Index option outstanding as at March 31, 2013 are as below:

(` in million)

name total Premium carried forward at the

year end including provision made

As at March 31,

2013

As at March 31,

2012

Index Option 61.96 18.40

(22) reVenue FroM oPerAtions

(a) The Company is engaged in the area of Financial Services and its revenue from

operations includes Interest on Lending and Investment Portfolio, Gain on sale of

Investments and Fee from Services as per the table below:

(` in million)

Particulars Year ended

March 31, 2013

Year ended

March 31, 2012

Fund Based

Interest Income on Loans* 13,485.22 9,810.53

Income from Investments 2,067.13 2,434.24

Lease Income 7.80 60.84

Fee Based

Project Debt Syndication Fees 1,196.96 1,008.10

Consultancy and Advisory Fees 772.24 931.01

total 17,529.35 14,244.72

*Interest income is net of interest sacrifice accounted on restructured advances

as per NBFC Prudential Guidelines on income recognition

(b) Lease Income comprises of

(` in million)


March 31, 2013

Year ended

March 31, 2012

Lease Rentals 6.15 60.14

Loss on sale of leased Assets 1.65 0.49

Other Lease Income - 0.21

total 7.80 60.84


(c) Break up of Income from Investments are as below:(` in million)

ParticularsYear ended

March 31, 2013

Year ended

March 31, 2012

non-

CurrentCurrent

Non-

CurrentCurrent

Interest/Discount/Premium 1,139.07 564.35 1,477.91 304.86

Pass Through Income 122.02 - 96.50 -

Dividend Income 132.75 38.95 44.93 34.66

Net Gain/(Loss) on Sale of

Investment425.16 (304.42) 134.23 (16.13)

Profit/(loss) on Derivative

Contracts- (50.75) - 357.28

1,819.00 248.13 1,753.57 680.67

total 2,067.13 2,434.24

(23) FinAnCe Costs

(` in million)


March 31, 2013

Year ended

March 31, 2012

Interest Expenses on Borrowings 11,124.83 8,559.00

Other Finance Costs 63.47 42.98

total 11,188.30 8,601.98

(24) eXPenses

(a) Employees Benefit Expenses comprises of:

(` in million)


March 31, 2013

Year ended

March 31, 2012

Salaries and Allowances 550.73 494.41

Contribution to Provident and Other Fund 28.45 29.52

Staff Training and Welfare Expenses 18.04 21.56

total 597.22 545.49


(b) Break up of Other Expenses is as below:

(` in million)


March 31, 2013

Year Ended

March 31, 2012

Rent 112.05 80.43

Electricity Charges 3.38 2.31

Rates and Taxes 46.94 48.73

Repairs and Maintenance 28.85 22.76

Travelling and Conveyance 37.81 30.81

Communication Expenses 8.16 7.63

Legal and Professional Charges 56.68 70.40

Insurance Expenses 3.88 0.47

Bad Debt written off 94.20 74.29

Provision for doubtful debts written back (64.20) (74.29)

Brand Subscription Charges 142.79 110.43

Service Charges 185.73 148.87

Loss on foreign exchange fluctuation (Net) - 14.75

Miscellaneous Expenses 94.72 96.53

total 750.99 634.12

(c) Auditor’s Remuneration as below:

(` in million)


March 31, 2013

Year ended

March 31, 2012

As Auditor 11.00 10.00

Other Matters 3.68 2.66

total 14.68 12.66


(25) ProVision And ContinGenCies

(` in million)


March 31, 2013

Year ended

March 31, 2012

i As per nBFC Prudential Guidelines

Provision for Non-Performing Assets 135.24 21.99

Contingent Provision against Standard Assets 30.00 68.00

Other Provisions 169.16 -

ii As per Accounting standard

(Write back)/ Provision for diminution in value of

Long-term Investments 73.30 122.49

Current Investments (434.23) 193.92

Derivatives (20.77) 29.12

Provision for Bad and Doubtful Debts 16.66 -

iii others

Provision for General Contingencies 500.00 250.00

total 469.36 685.52

(26) eArninGs Per sHAre (ePs)

In accordance with the Accounting Standard 20 on ‘Earning per Share’, the Basic

Earnings per Share and Diluted Earnings per Share have been computed by dividing

the Profit after Tax by the number of equity shares for the respective years as under:

(` in million)


March 31, 2013

Year ended

March 31, 2012

Profit after tax (` in million) 3,496.11 2,557.51

Profit attributable for Equity Shareholders 3,496.11 2,557.51

Weighted Average number of Equity Shares in

calculating Basic and Diluted EPS (in million)

265.67 265.67

Face Value (` per Share) 10.00 10.00

Basic and Diluted Earnings (` per Share) 13.16 9.63


(27) ForeiGn CurrenCY trAnsACtions

Foreign currency transactions during the year are as follows:

(` in million)

inCoMe/eXPenditure Year ended

March 31, 2013

Year ended

March 31, 2012

i. earnings in Foreign Currency

Income 2.20 487.66

ii. expenses in Foreign Currency

Legal and Professional Charges 34.76 34.03

Foreign Travel 21.95 16.02

Others 0.08 1.22

56.79 51.27

(28) reLAted PArtY trAnsACtions

(a) As per the Accounting Standard - 18 on ‘Related Party Transactions’, the related

parties as at March 31, 2013 are as follows:

(i) Holding Company:

Infrastructure Leasing & Financial Services Ltd

(ii) subsidiaries:

IL&FS Global Financial Services Pte Ltd

IL&FS Global Financial Services (UK) Ltd

IL&FS Global Financial Services (ME) Ltd

IL&FS Global Financial Services (HK) Ltd

IL&FS Capital Advisors Ltd

IL&FS AMC Trustee Ltd (from December 4, 2012)

IL&FS Infra Asset Management Ltd (from January 8, 2013)

(iii) enterprises over which iFin has control:

IFIN Realty Trust

Investment Square Trust

(iv) Affiliate Companies:

Syniverse Technologies (India) Private Ltd (Joint Venture)

Maytas Properties Ltd (Associate) (till February 19, 2013)


(v) Fellow subsidiaries:

(Entities where the Company has transactions during the Year)

IL&FS Environmental Infrastructure & Services Ltd

IL&FS Education & Technology Services Ltd

IL&FS Energy Development Co Ltd

IL&FS Maritime Infrastructure Co Ltd

IL&FS Paradip Refinery Water Ltd

IL&FS Portfolio Management Services Ltd

IL&FS Renewable Energy Ltd

IL&FS Securities Services Ltd

IL&FS Tamil Nadu Power Co Ltd

IL&FS Transportation Networks Ltd

IL&FS Trust Co Ltd

IL&FS Water Ltd

IL&FS Airport Limited (from June 11, 2012)

IL&FS Investment Trust – I

Charminar Robopark Ltd

Sabarmati Capital One Ltd

East Delhi Waste Processing Co Pvt Ltd

East Hyderabad Expressway Ltd

Nana Layja Power Co Ltd

Porto Novo Maritime Ltd

Rapid Metro Rail Gurgaon South Ltd

Sealand Ports Pvt Ltd (from June 23, 2012)

Sikar Bikaner Highway Ltd

Avash Logistic Park Pvt Ltd (from June 23, 2012)


IL&FS Cluster Development Initiative Ltd

Tamil Nadu Water Investment Co Ltd

Sabarmati Capital Two Ltd

IL&FS Rail Ltd

IL&FS Township & Urban Assets Ltd

Integrated Waste Mgmt & Urban Services (TN) Pvt Ltd

ISSL Settlement & Transaction Services Ltd

ITNL International Pte Ltd

ITNL Offshore Pte Ltd

Baleshwar Kharagpur Expressway Ltd

Karyavattom Sports Facilities Ltd

Kiratpur Ner Chowk Expressway Ltd

Khandke Wind Energy Pvt Ltd

Lalpur Wind Energy Pvt Ltd

IL&FS Infrastructure Equity Fund-I

IL&FS IIDC Fund

(vi) key Management Personnel:

Mr Ravi Parthasarathy Chairman

Mr Hari Sankaran Director

Mr Arun K Saha Director

Mr Vibhav Kapoor Director

Mr Ramesh Bawa Managing Director & CEO

Mr Milind Patel Deputy Managing Director

Mr Rajesh Kotian Executive Director


(b) The nature and volume of the transactions during the year with the above related

parties are as follows:

(` in million)

nature of transactions Holding Company

subsidia-ries

Fellow subsidi-

aries

enterprises over which Company

has control

Joint Venture

key Manag-ement

Personnel

Year ended March 31,

2013

income

Interest - - 443.84 - - - 443.84 Investment Income - - 111.75 21.08 - - 132.83Dividend - - 9.76 - 61.30 - 71.07Fee and Other Income - - 782.98 - - - 782.98expenditure Interest and Finance charges 339.22 - 411.68 - - - 750.90 Operating Expenses 264.14 23.54 156.01 - - - 443.68Directors’ Remuneration - - - - - 113.14 113.14Dividend Paid 1,461.17 - - - - - 1,461.17 Balances as at end of the year Assets non-Current Assets Long-term Loans and Advances - - 4,030.87 - - - 4,030.87Current Assets Current Maturity of Long-term Loans & Advances

- - 9.81 - - - 9.81

Trade Receivables - 5.19 562.87 - - - 568.06Short-term Loans and Advances 0.07 4.56 1,331.40¹ - - - 1,326.03Other Current Assets - - 3.77 - - - 3.77Liabilities non-Current Liabilities Long-term Borrowings - - 105.00 - - - 105.00 Current Liabilities - Short-term Borrowings 502.70 - 322.50 - - - 825.20 Trade Payables 3.41 0.37 12.65 - - - 16.43Current Maturities of Long-term Borrowings

- - 904.90 - - - 904.90

Other Current Liabilities 8.36 - 131.85 - - - 140.21 transactions during the Year Subscription to Shares/Units - 264.98 63.00 176.06 - - 504.04Redemption of Shares/units - - 51.43 15.82 - - 67.25 Sale of Investments 1.00 1.00 Purchase of Loans 4,140.00 - - - - - 4,140.00 Loans Given - - 4,322.08 - - - 4,322.08 Loans repaid - - 1,526.00 - - - 1,526.00 Advances Given and Repaid - - 660.00 - - - 660.00 Borrowing Taken 103,444.60 - 15,807.97 - - - 119,252.57 Repayment of Borrowing 103,056.33 - 19,300.47 - - - 122,356.79 ¹ Includes ` 177.02 million paid to clearing member on account of margin money required to be paid as per Exchange regulations

IL&FS Financial Services Annual Report 2013 1 0 1

(` in million)nature of the transaction Holding

Companysubsidia-ries Fellow

subsidiariesenterprises over which

Company has control

key Manage-

ment Personnel

Year ended March 31,

2012

income

Interest Income - - 240.52 - - 240.52

Investment Income - - 178.42 24.24 - 202.66

Fee and Other Income 160.00 (5.58) 362.77 - - 517.19

expenses

Interest and Finance charges 315.87 - 529.99 - - 845.86

Operating Expenses 190.47 33.99 126.47 - - 350.93

Directors’ Remuneration - - - - 121.07 121.07

Dividend Paid 1,491.17 - - - - 1,491.17

Balance as at end of the year

Assets

non Current Assets

Long-term Loans and Advances - - 87.79 - - 87.79

Current Assets

Current Maturity of Long-term Loans and Advances - - 2.41 - - 2.41

Trade Receivables - - 645.40 - - 645.40

Short-term Loans and Advances 3.40 0.65 425.40¹ - - 429.45

Other Current Assets - - 7.73 - - 7.73

Liabilities

non Current Liabilities

Long-term Borrowings - - 2,762.40 - 2,762.40

Current Liabilities

Short-term Borrowings 114.43 - 2,022.50 - - 2,136.93

Trade Payables 2.21 16.77 392.96 - - 411.94

Current Maturities of Long-term Borrow-ings - - 40.00 - - 40.00

Current Liabilities 10.97 - 320.16 - - 331.13

transaction during the year

Subscription to shares/units - 103.46 17.74 1,856.08 - 1,977.28

Redemption of Investments - - 32.77 41.72 - 74.49

Sale of Investment - - 670.80 - - 670.80

Loans given - - 2,356.12 - - 2,356.12

Loans repaid - - 4,134.89 - - 4,134.89

Borrowing taken 83,556.00 - 16,105.75 - - 99,661.75

Borrowing repaid 83,491.58 - 14,381.87 - - 97,873.45

¹ Includes ` 75.40 million paid to clearing member on account of margin money required to be paid as per Exchange regulations


(c) Statement of Significant transaction/balances during the year ended March 31,

2013 are as below:

(` in million)

nature of transactions subsidiaries Fellow subsidiaries

enterprises over which

Companyhas control

key Management

Personnel

inCoMe

interest

IL&FS Maritime Infrastructure Co Ltd - 156.57 - -

IL&FS Renewable Energy Ltd - 150.04 - -

East Delhi Waste Processing Co Pvt Ltd - 69.04 - -

investment income

IL&FS Investment Trust-I - 55.56 - -

IL&FS Airport Ltd - 37.54 - -

IL&FS Securities Services Ltd - 14.38 - -

IFIN Realty Trust 21.08 - - -

dividend income

IL&FS Transportation Networks Ltd - 9.76 - -

Fee & other income

Rapid Metro Rail Gurgaon South Ltd - 150.00 - -

Kiratpur Ner Chowk Expressway Ltd - 112.48 - -

Lalpur Wind Energy Pvt Ltd - 82.50 - -

Khandke Wind Energy Pvt Ltd - 59.10 - -

eXPenditure

interest and Finance Charges


operating expenses

IL&FS Portfolio Management Services Ltd - 57.67 - -


Managerial remuneration

Mr Ramesh Bawa - - - 56.64

Mr Milind Patel - - - 38.26

Mr Rajesh Kotian - - - 17.55




Companyhas control

key Management

Personnel

Loan Given

IL&FS Renewable Energy Ltd - 2,800.00 - -

IL&FS Transportation Networks Ltd 500.00 - -

Advances Given and repaid

IL&FS Airport Ltd - 660.00 - -

repayment of Loans

IL&FS Maritime Infrastructure Co Ltd - 820.00 - -


subscription to shares/units

IL&FS Infra Asset Management Ltd 110.50 - - -

IL&FS Global Financial Services Pte Ltd 67.34 - - -

IL&FS Global Financial Service (HK) Ltd 55.15 - - -

IL&FS Infrastructure Equity Fund - I - - 53.00 -

IFIN Realty Trust - - 134.32 -

redemption of investments

IL&FS IIDC Fund - 51.43 - -


Borrowings taken

IL&FS Securities Services Ltd - 11,218.70 - -

ISSL Settlement & Transaction Services Ltd - 3,490.30 - -

Borrowing repaid


ISSL Settlement & Transaction Services Ltd - 2,820.30 - -

Balances as at end of the year

Assets

Long term Loans and Advances


IL&FS Maritime Infrastructure Co Ltd - 1,130.00 - -

(` in million)




Companyhas control

key Management

Personnel

Current Maturity of Long term Loans

Integrated Waste Mgmt& Urban Services (TN) Pvt Ltd - 3.62 - -


IL&FS Environmental Infrastructure & Services Ltd - 2.78 - -

short term Loans and Advances




IL&FS Township & Urban Assets Ltd - 400.00 - -

IL&FS Infra Asset Management Ltd 3.54 - - -

trade receivables


IL&FS Global Financial Services (ME) Ltd 1.63

Rapid Metro Rail Gurgaon South Ltd 169.64

IL&FS Paradip Refinery Water Ltd - 54.71 - -

Porto Novo Maritime Ltd 53.93

Kiratpur Ner Chowk Expressway Ltd 126.69

other Current Assets


IL&FS Investment Trust – I (IIT-I) - 1.34 - -

LiABiLities

Long-term Borrowings

ISSL Settlement & Transaction Services Ltd - 105.00 - -

Current Maturity of Long-term Borrowings



short-term Borrowings


trade Payables


IL&FS Trust Company Ltd - 1.82 - -

Current Liabilities


IL&FS Township & Urban Assets Ltd - 30.48 - -

ISSL Settlement & Transaction Services Ltd - 18.34

(` in million)


Statement of Significant transaction during the year ended March 31, 2012 are as below:

(` in million)



Company has control

key Manag-ement

Personnel

inCoMe

interest


IL&FS Energy Development Co Ltd - 102.29 - -

Tada Wind Energy Private Ltd - 21.13 - -

investment income



IL&FS Investment Trust-I - 55.56 - -


Fee and other income

ITNL International Pte Ltd - 97.66 - -

Jharkhand Road Projects Co Ltd - 56.17 - -

Tada Wind Energy Private Ltd - 91.88 - -

MP Border Checkpost Development Co Ltd - 75.60 - -

IL&FS Global Financial Services (UK) Ltd (5.58) - - -

eXPenditure

Interest and Finance Charges


operating expenses


IL&FS Portfolio Management Services Ltd - 55.15 - -

IL&FS Global Financial Services (UK) Ltd 16.77 - - -



(` in million)



Company has control

key Manag-ement

Personnel

Managerial remuneration

Mr Ramesh Bawa - - - 58.21

Mr Milind Patel - - - 37.42

Mr Rajesh Kotian - - - 25.44

Loan Given



repayment of Loans


IL&FS Energy Development Co Ltd - 2,200.00 - -

subscription to shares/units


IL&FS Global Financial Services (UK) Ltd 17.84 - - -

IL&FS Infrastructure Equity Fund - - 1,660.00 -


IL&FS IIDC Fund 17.74 - - -

IL&FS Capital Advisors Ltd 70.00 - - -

redemption of investments


IL&FS IIDC Fund - - 32.76 -

sale of investments


Borrowings taken


Borrowing repaid



(` in million)



Company has control

key Manag-ement

Personnel

Balances as at the end of the year

Assets

Long-term Loans and Advances

Integrated Waste Mgmt & Urban Services (TN) Pvt Ltd - 15.07 - -

IL&FS Environmental Infrastructure & Services Ltd - 27.27 - -


Current Maturity of Long-term Loans

Integrated Waste Mgmt & Urban Services (TN) Pvt Ltd - 2.41 - -

short-term Loans & Advances - -



IL&FS Cluster Development Initiative Ltd - 50.00 - -

IL&FS Capital Advisors Ltd 0.60 - - -

trade receivables

ITNL International Pte Ltd - 506.14 - -

Tada Wind Energy Pvt Ltd - 96.58 - -

Kiratpur Ner Chowk Expressway Ltd - 38.61 - -

other Current Assets - -


LiABiLities

Long-term Borrowings - -






Company has control

key Manag-ement

Personnel

Current Maturity of Long-term Borrowings


short-term Borrowings - -


trade Payables


IL&FS Global Financial Sevices (UK) Ltd 17.07 - - -

Current Liabilities - -


(29) Joint Venture rePortinG

(a) The Company has a joint control over the following entity as per AS 27- Financial

reporting of interests in Joint Ventures

(` in million)

Jointly Controlled entity Percentage of ownership

interest

(incorporated in india) As at March

31, 2013

As at March

31, 2012

Syniverse Technologies (India) Pvt Ltd 26.00% 26.00%

(b) The aggregate amount of assets, liabilities, income and expenditure of the jointly

controlled entity, based on unaudited financial statement of the entity is as follows:

Balance sheet items

(` in million)


31, 2013

As at March

31, 2012

Assets 122.85 95.68

Liabilities 58.19 38.70

Contingent Liabilities 4.19 7.82

(` in million)


statement of Profit and Loss items

(` in million)


March 31, 2013

Year ended

March 31, 2012

Income 124.42 93.84

Expenses (including tax) 63.45 64.53

(30) seGMent rePortinG

The Company is in the business of providing financial services. As such, all activities

undertaken by the Company are incidental to the main business segment. There is

no separate reportable business segment as per Accounting Standard 17 “Segment

Reporting”

(31) otHers

Corresponding figures for the previous year have been reclassified and represented in

accordance with the current year presentation wherever necessary


ravi Parthasarathy Chairman

ramesh C Bawa Managing Director & CEO


April 26, 2013, Mumbai neelam desai Company Secretary


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Particulars Amount Amount

outstanding overdue

(A) Liabilities side

(1) Loans and Advances availed by the Company

inclusive of interest accrued thereon but not paid

(a) Debentures : Secured 26,334 -

: Unsecured (Suboridnated Debts) 82,449 -

(other than falling within the

meaning of Public Deposits)

(b) Deferred Credits -

(c) Term Loans 776,080 -

(d) Inter Corporate Loans and Borrowings 30,486 -

(e) Commercial Paper 97,719 -

(f) Public Deposits - -

(g) Other Loans ( specify nature)

- Collateralised Borrowings 13,946 -

- Working Capital Limits 17,371 -

(B) Assets side

(2) Break-up of Loans and Advances including Bills

receivables ( other than those included in (4) below ) :

(a) Secured 871,297 40,179

(b) Unsecured 25,557 5,392

(3) Break up of Leased Assets and stock on Hire and

Hypothecation Loans counting towards AFC activites

(i) Lease assets inculding lease rentals under

Sundry Debtors :

(a) Financial Lease 156 -

(b) Operating Lease 310 -

(ii) Stock on Hire inculding hire charges under

Sundry Debtors :

(a) Assets on Hire - -

(b) Repossed Assets - -

(iii) Hypothecation Loans counting towards AFC activities

(a) Loans where assets have been repossessed - -

(b) Loans other than (a) above - -

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Additional information required under paragraph 13 of the non - Banking Financial (non-deposit Aceepting or Holding) Companies Prudential norms (reserve Bank)

direction, 2007

(` in lakhs)


Additional information required under paragraph 13 of the non - Banking Financial(non-deposit Accepting or Holding) Companies Prudential norms (reserve Bank)

direction, 2007(` in lakhs)

Particulars Amount outstanding(4) Break up of investments

(A) Current investments (a) Quoted : (i) Shares : (a) Equity 9,880 (b) Preference - (ii) Debentures and Bonds -

(iii) Units of Mutual Funds -

(iv) Government Securities 17,956 (v) Others - (b) Unquoted : (i) Shares : (a) Equity - (b) Preference - (ii) Debentures and Bonds 2,271 (iii) Units of Mutual Funds - (iv) Government Securties - (v) Others - (B) Long term investments : (a) Quoted : (i) Shares : (a) Equity 36,085 (b) Preference - (ii) Debentures and Bonds - (iii) Units of Mutual funds - (iv) Government Securities - (v) Others - (b) Unquoted : (i) Shares : (a) Equity 32,800 (b) Preference 4,499 (ii) Debentures and Bonds 89,214 (iii) Units of Mutual Funds 100 (iv) Government Securties - (v) Others Units in Other Funds 98,430 Pass Through Certificates 4,448 Warrants 20 Investment in Property 20,629


Particulars Amount net of provisions

secured unsecured total

(5) Borrower group-wise Classification of all Leased

Assets, stock on hire and Loans and Advances

(A) Related Parties

(a) Subsidiaries - - -

(b) Companies in the Same Group - - -

(c) Other Related Parties 51,851 - 51,851

(B) Other than Related Parties 817,836 25,557 843,393

total 869,687 25,557 895,244

(6) investor group-wise classification of all investments

(Curent and long term in shares and securities)

(both quoted and unquoted) :

Market value/

Break up or

fair value or

nAV

Book value

(net of

Provisions)

1. Related Parties

(a) Subsidiaries 4,559 4,559

(b) Companies in the Same Group 1,000 1,000

(c) Other Related Parties 33,099 29,228

2. Other than Related Parties 277,907 274,268

total 316,565 309,056

(7) other information Amount

(A) Gross Non- performing Assets

(a) Related parties -

(b) Other than related parties 12,011

(B) Net Non- performing Assets

(a) Related parties -

(b) Other than related parties 9,934

(C) Assets acquired in satisfaction of debt 11,692

(` in lakhs)

(` in lakhs)

(` in lakhs)


Capital to risk Assets ratio

items As at March

31, 2013

As at March

31, 2012

CRAR 21.98% 20.24%

CRAR -Tier I Capital 14.20% 15.21%

CRAR -Tier II Capital 7.78% 5.03%

exposure to real estate sector

Category As at March

31, 2013

As at March

31, 2012

direct exposure

(i) Residential Mortgages -

Lending fully secured by mortgages on residential property

that is or will be occupied by the borrower or that is rented;

(Individual housing loans up to Rs 15 lakh may be shown

seperately)

- -

(ii) Commercial Real Estate -

Lending secured by mortgages on commercial real estates

(office buildings, retail space, multipurpose commercial

premises, multi-family residential buildings, multi-tenanted

commercial premises, industrial or warehouse space, hotels,

land acquisition, development and construction, etc.). Expo-

sure would also include non-fund bases (NFB) limits;

939.69 1,126.71

(iii) Investments in Mortgage Backed Securities (MBS) and other

securitised exposures -

(a) Residential - -

(b) Commercial Real Estate - -

indirect exposure

Fund based and non-fund based exposures on National Housing

Bank (NHB) and Housing Finance Companies (HFCs)

- -

(` in lakhs)

Additional information required as per rBi circular no 125/03.05.002/2008-09

issued on Aug 1, 2008


1 day to 30/31

days (one

month)

over one

month to 2

months

over 2 months upto 3

months

1 day to 6 months

over 6 months

to 1 year

over 1 year to 3

years

over 3 years

to 5 years

over 5 years

totAL

Liabilities

Borrowings from Banks

50.00 43.75 33.33 783.33 1,798.71 4,729.25 495.00 - 7,933.38

Market Borrowings

141.28 226.00 511.27 228.20 306.91 41.60 178.90 850.00 2,484.16

Assets

Advances 743.21 441.77 775.02 1,699.13 3,298.03 1,056.44 396.42 537.65 8,947.68

Investments 237.10 2.50 201.32 207.46 116.06 199.35 370.31 1,755.14 3.089.25

Asset Liability Management Maturity pattern of certain items of assets and liabilities

(̀ in crores)

disclosure as per clause 28 of the Listing Agreement

(A) Loans and Advances in the nature of Loan to Amount

i Subsidiaries Nil

ii Associates Nil

iii Firms/Companies where Directors are interested Nil

(B) investment by Loanee Company in shares of Parent and subsidiary Company, when the Company has made a Loan or Advance in the nature of Loan

Nil

Focusing on

Our people

Delivering the right service creates the right value. With the right people, value

creation and higher services levels are the natural progression.

IFIN provides motivated and high performing individuals with opportunities and

incentives to move ahead

employees run for iFin

First iL&Fs iFin Marathon held at Mumbai on March 17, 2013

employee related event Pictures

Building Knowledge

Enhancing Capabilities through workshops at regular intervals


nOteS

The IL&FS Financial Centre, Plot C 22, G Block

Bandra Kurla Complex, Bandra East, Mumbai 400 051

Tel No 91-22-2653 3333 Fax No 91-22-2653 3149

www.ilfsifin.com

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