icici trusteeship services ltd Directors report

DIRECTORS

To the members,

Your Directors have pleasure in presenting the Fifteenth Annual Report of the Company with the audited statement of accounts for the year ended March 31, 2014.

FINANCIAL HIGHLIGHTS

The summary of the financial results for the year under review is as follows

		(Rs in ‘000s)
	Fiscal 2013	Fiscal 2014
Gross Income	747	645
Profit Before Tax	603	480
Provision for tax	133	94
Profit After Tax	470	388
Transfer to Reserves	Nil	Nil

Your Directors do not recommend payment of dividend for the year ended March 31, 2014.

OPERATIONAL REVIEW

The main object of the Company is to act as trustee for mutual funds, offshore funds, pension funds, provident funds, venture capital funds, insurance funds, collective or private investment schemes, employee welfare or compensation schemes among others., and to devise various schemes for dealing with or in connection with aforesaid purposes including raising funds in any manner in India or abroad and to deploy funds so raised and earn reasonable returns on their investments and to act as trustees generally for any purpose and to acquire, hold, manage, dispose of all or any securities or money market instruments or property or assets and receivables or financial assets or any other assets or property.

The Company continues to act as the trustee of ICICI Venture Capital Fund, Eco-Net fund, Emerging Sectors Trust, ICICI Centre for Elementary Education, ICICI Centre for Child Health and Nutrition, Reconciliation Shares Trust, ICICI Foundation for Inclusive Growth, Disha Trust and certain beneficiaries of specified endowment policy "ICICI Pru Save n Protect" issued by ICICI Prudential Life Insurance Company Limited. In terms of the Scheme of Amalgamation of ICICI Limited, ICICI Capital Services Limited and ICICI Personal Financial Services Limited (Transferor Companies) with ICICI Bank Limited (Transferee Company), the Company is holding the shares pledged in favor of one or more Transferor Companies in trust for the benefit of persons for whose benefit the pledge had been created.

PUBLIC DEPOSITS

During the year under review, the Company has not accepted deposits under Section 58A of the Companies Act, 1956.

DIRECTORS

P. Sanker will retire at the forthcoming Annual General Meeting and being eligible, offers himself for re-appointment. Girish Mehta and N. D. Shah resigned from the Company with effect from the conclusion of the Board Meeting held on April 18, 2014. Dr. Sanjay Chougule was appointed as nominee director of ICICI Bank Limited on the Board of the Company effective April 18, 2014.

AUDITORS

Khandelwal Jain & Co., Chartered Accountants, Mumbai, will retire as the statutory auditors of the Company at the ensuing Annual General Meeting. The Board at its Meeting held on April 18, 2014 has proposed their appointment as the auditors to audit the accounts of the Company from FY2015 to FY2017. You are requested to consider their appointment.

FOREIGN EXCHANGE EARNING AND EXPENDITURE

There was no income or expenditure in foreign currency during the period under review.

PERSONNEL AND OTHER MATTERS

Since your Company does not have any employees, provisions of Section 217(2A) of the Companies Act, 1956 (the Act) read with the Companies (Particulars of Employees) Rules, 1975 are not applicable.

Since your Company does not own any manufacturing facility, the disclosure of information on other matters required to be disclosed in terms of Section 217(1)(e) of the Act read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, are not applicable and hence not given.

DIRECTORS’ RESPONSIBILITY STATEMENT

The Directors confirm:

1. that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

2. that 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 of the Company for that period;

3. that they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

4. that they have prepared the annual accounts on a going concern basis.

ACKNOWLEDGEMENTS

Your Company is grateful to the Regulatory Authorities for their valuable guidance and support and wish to express sincere appreciation for their continued cooperation and assistance. The Company looks forward to their continued support in future. The Company would also like to express its gratitude for the support and guidance received from ICICI Bank, the holding Company and also from other group companies.

	For and on behalf of the Board
	SANKER	PARAMESwARAN
Mumbai, May 16, 2014		Chairman