idfc amc trustee company ltd Directors report

DIRECTORS

TO,

THE MEMBERS,

We are pleased to present the Fourteenth Annual Report to the Members, together with the audited accounts for the year ended March 31, 2014.

FINANCIAL RESULTS
	FOR THE YEAR ENDED MARCH 31, 2014	FOR THE YEAR ENDED MARCH 31, 2013
PARTICULARS	Rs.	Rs.
Total Income	858,973	840,000
Less: Total expenses	598,128	805,932
Profit/(Loss) before Tax	260,845	34,068
Provision for Tax	80,600	10,500
Profit/(Loss) after Tax	180,245	23,568

OPERATIONAL REVIEW

Mutual Funds:

The Company is the Trustee to the schemes of IDFC Mutual Fund ("IDFC MF"). The Average Assets under Management of IDFC MF were Rs.41,244.96 crore (excluding Fund of Funds Schemes) as on March 31, 2014.

New Scheme launches:

Fifty nine (59) new schemes were launched in FY14 including IDFC Equity Opportunity - Series 1, 2 & 3; IDFC Yearly Series Interval Fund - Series 4 and Fifty five (55) Fixed Maturity Plans in form of IDFC Fixed Term Plan Series with maturity ranging from 91 days to 3 years.

These Schemes together collected over Rs.7,450 crore.

Awards & Recognition:

• The IDFC Mutual Fund website was awarded Official Honoree at the 17^th Annual Webby Awards.

• IDFC MF won the ‘Most innovative tools produced by any AMC for the distributors and customers’ award at the 5^th Annual Conference - Mutual Fund Round Table ("MFRT") conducted by Kolkata based IFA-association ASK Circle on August 3, 2013.

DIVIDEND

The Board of Directors of the Company does not recommend the payment of dividend for the current year.

COMPANIES ACT, 2013

Most of the provisions of the Companies Act, 2013 and the Rules notified by the Ministry of Corporate Affairs ("MCA") in this regard, have come into force with effect from April 1, 2014. MCA issued a General Circular no. 8/2014 dated April 4, 2014 which clarified that the Financial Statements, Auditors Report and the Board’s Report in respect of the previous year ended March 31, 2014 will be in accordance with the Companies Act, 1956 and Rules made there under. Your Company shall comply with the provisions of the Companies Act, 2013, as applicable.

DIRECTORS

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Sunil Kakar (DIN-03055561) would retire by rotation and being eligible, offers himself for reappointment at the ensuing Annual General Meeting ("AGM").

The Board of Directors recommends the reappointment of Mr. Sunil Kakar as a Director at the ensuing AGM.

AUDIT COMMITTEE

The Audit Committee consists of four members, Mr. Jamsheed Kanga (DIN-00045641) as Chairman, Mr. D. M. Sukthankar (DIN-00034416), Mr. Sunil Kakar (DIN-03055561) and Mr. Geoffroy Sartorius (DIN-03536833). The Committee met four times during the year under review.

AUDITORS

S.V. Ghatalia & Associates LLP, Chartered Accountants (Reg. No.: 103162W), an affiliate of Ernst & Young were the Statutory Auditors of the Company for FY14 and would hold office till the conclusion of the ensuing AGM of the Company. The Company received a letter from S.V. Ghatalia & Associates LLP, Chartered Accountants expressing their unwillingness to be reappointed as Statutory Auditors at the ensuing AGM. As per Clause 10.1 of the Shareholders Agreement signed between the Company, IDFC Limited and Natixis Global Asset Management on December 16, 2010, the financials of the Company must be audited by any one of the big four firms i.e. KPMG, Deloitte, E&Y or PWC.

In accordance with the above, the Board of Directors of the Company, at its meeting held on April 23, 2014, appointed S.R. Batliboi & Co. LLP, Chartered Accountants (Reg. No.: 301003E), being a member firm of Ernst & Young Global Limited, in place of S.V. Ghatalia & Associates LLP as the Statutory Auditors of the Company, to audit the financials of the Company.

The Board recommends the appointment of S.R. Batliboi & Co. LLP, Chartered Accountants, as the Statutory Auditors of the Company.

PUBLIC DEPOSITS

The Company has not accepted any public deposits during the year under review.

PARTICULARS REGARDING CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

Since the 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 Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1998 are not applicable and hence not given.

FOREIGN EXCHANGE EARNINGS 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 employee, the provisions of Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, are not applicable and hence not given.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956 the Directors confirm that:

• In preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to the material departures;

• They have selected such accounting policies and applied them consistently, and made judgements and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as at March 31, 2014 and the profit of the Company for the year ended on that date;

• 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

• They have prepared annual accounts on a going concern basis.

ACKNOWLEDGEMENTS

The Board places on record its gratitude to the Government of India, Securities and Exchange Board of India, Reserve Bank of India, Association of Mutual Funds in India, other regulatory authorities and institutions, the investors of IDFC Mutual Fund and to the Members for their continued guidance and support during the year.

The Directors also express their gratitude for the unstinted support and guidance received from IDFC Limited and other group companies.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

SUNIL KAKAR

Chairman

Place: Mumbai

Date: April 23, 2014.