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Updated:25 Jan, 2021, 16:05 PM IST

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Updated:25 Jan, 2021, 16:01 PM IST

DIRECTORS REPORT

DEAR MEMBERS,

Your Directors present herewith the Nineteenth Annual Report on the business and operations of the Company together with the audited financial statements for the financial year ended March 31, 2016.

RESTRUCTURING

IDFC Limited ("IDFC" or "the Company") received an In–principle approval from the Reserve Bank of India ("RBI") on April 9, 2014 to set up a new bank under the Guidelines for Licensing of New Banks in the Private Sector dated February 22, 2013. The terms and conditions contained in the said Guidelines required IDFC to Transfer / Demerge all assets and liabilities of its lending businesses ("Financing Undertaking") to IDFC Bank Limited ("IDFC Bank"). Accordingly, the Scheme of Arrangement amongst IDFC and IDFC Bank and their respective Shareholders and Creditors under Section 391 to 394 of the Companies Act, 1956 was filed with the Hon'ble High Court of Judicature at Madras which was sanctioned vide the Order dated June 25, 2015. ("Demerger Scheme").

Pursuant to the Demerger Scheme, IDFC Bank allotted one (1) equity share having a face value of I 10 each of IDFC Bank for every one (1) fully paid–up equity share of IDFC held by shareholders whose names were recorded in the Register of Members of IDFC as on the Record Date i.e. October 5, 2015.

The net book value of assets which relate to the Financing Undertaking as on the Appointed date (i.e. October 1, 2015) was Rs. 6,234.56 crore and the net worth of IDFC immediately before demerger was Rs.  15,814.93 crore.

OPERATIONS REVIEW AND FINANCIAL PERFORMANCE

During the year under review, your Company transferred its Financing Undertaking into IDFC Bank effective October 1, 2015 post receipt of approval from Hon'ble High Court of Madras to Demerger Scheme and on fulfilment of all conditions mentioned in the Demerger Scheme and receipt of Universal Banking License by IDFC Bank.

Till September 30, 2015, your Company operated as Infrastructure Finance Company, financing infrastructure projects in sectors like energy, telecommunication, transportation, commercial and industrial projects, including hospitals, education, tourism and hotels.

Financing Undertaking is the lending and financing business of IDFC including all assets and liabilities pertaining to financing undertaking.

Residual Undertaking post demerger of Financing Undertaking comprises of holding shares in IDFC Financial Holding Company Limited ("IDFC FHCL") and certain other entities, goodwill, intellectual property rights and windmill operations.

To reflect the correct position post demerger, financial performance of the Company is shown as operations from continuing business (Residual Undertaking) and from discontinuing business (Financing Undertaking) in Standalone Financial Statements.

From October 1, 2015, your Company is operating as NBFC – Investment Company mainly holding investment in IDFC FHCL (NOFHC), which in turn, holds investments in IDFC Bank, IDFC Alternatives Limited, IDFC Asset Management Company Limited, IDFC Securities Limited and IDFC Infra Debt Fund Limited.

Balance Sheet size reduced from Rs. 86,520 crore as at March 31, 2015 to Rs. 9,620 crore as at March 31, 2016 on account of transfer of all assets and liabilities pertaining to Financing Undertaking to IDFC Bank. Profit from continuing operations was Rs. 141.69 crore for FY16 as compared to Rs. 66.63 crore for FY15. Loss from discontinuing operations (after exceptional item –refer note 28 in Standalone Financial Statements) was Rs. 1,969.48 crore for FY16 as compared to profit of Rs. 2,093.99  crore in FY15. As a result, the net loss for the year was Rs. 1,162.14 crore as compared to profit of Rs. 1,685.49 crore in previous year.

During the year, the Company has transfered Rs. 200 crore (Previous year Rs. 480 crore) to Special Reserve u/s 36(1)(viii) of the Income Tax Act, 1961.

Details of Business Overview and Outlook of the Company and it's subsidiaries are appearing in the chapter Management Discussion and Analysis which forms part of this Annual Report.

DIVIDEND

In view of losses incurred during the year, the Directors did not recommend any dividend for FY16.

SUBSIDIARY COMPANIES

IDFC has Eleven direct / indirect domestic subsidiaries and Four indirect foreign subsidiaries, as on date which are given in Table 1.

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

1. Transfer of subsidiaries from IDFC to IDFC FHCL

IDFC received an In–principle approval from RBI on April 9, 2014 to set up a new bank in private sector and the terms and conditions contained in the Guidelines for Licensing of New Banks in the Private Sector dated February 22, 2013 mandated that new bank would need to be set up through a Non–Operative Financial Holding Company ("NOFHC"). The NOFHC was required to hold the Bank as well as all the other financial services entities of IDFC Group which are regulated by RBI or other financial sector regulators. As per the said guidelines, IDFC FHCL was incorporated as a non–operative financial holding company. IDFC transferred the entire equity stake held in its regulated subsidiary companies engaged in financial activities i.e. IDFC Alternatives Limited, IDFC Trustee

Company Limited, IDFC Securities Limited, IDFC Infra Debt Fund Limited, IDFC Asset Management Company Limited and IDFC AMC Trustee Company Limited to IDFC FHCL for consideration received in cash.

2. Amalgamation of IDFC Investment Advisors Limited with IDFC Asset Management Company Limited

IDFC Investment Advisors Limited was amalgamated with IDFC Asset Management Company Limited w.e.f. June 23, 2015 with the approval of Hon'ble High Court of Bombay.

3. Transfer of equity stake of IDFC Finance Limited to IDFC Projects Limited and amalgamation

IDFC Finance Limited ("IFL"), which was a Non – deposit taking Non–Banking Financial Company, surrendered the certificate of registration to the RBI during FY16. Post surrender of the registration, the entire share capital of IFL was transferred by IDFC to IDFC Projects Limited ("IPL"). Thereafter, an application has been filed with the Hon'ble High Court of Bombay for amalgamation of IFL with IPL. The said application was admitted by Hon'ble High Court of Bombay on April 22, 2016. The entire process of amalgamation is expected to be completed within 4 –5 months time.

4. Preferential allotment in IDFC Infra Debt Fund Limited

IDFC Infra Debt Fund Limited ("IDFC IDF"), a wholly owned subsidiary of IDFC FHCL, made a preferential allotment to Housing Development Finance Corporation Limited and SBI Life Insurance Company Limited. Post the preferential issue, the shareholding of IDFC

FHCL in IDFC IDF stands diluted to 81.48%.

JOINT VENTURES

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

¦ Delhi Integrated Multi–Modal Transit  System Limited ("DIMTS")

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

¦ Uttarakhand Infrastructure Development Company Limited  ("UDeC")

¦ Rail Infrastructure Development Company (Karnataka) Limited (Joint Venture of iDeCK

ASSOCIATES

IDFC Projects Limited, a wholly owned subsidiary of IDFC, has one Associate Company namely Jetpur Somnath Tollways Private Limited.

CONSOLIDATED FINANCIAL STATEMENTS

The Board of Directors of IDFC reviews the affairs of its subsidiary companies regularly. In accordance with the provisions of Section 129(3) of the Act, the Company has prepared Consolidated Financial Statements including requisite details of all the subsidiaries. Further, a statement containing the salient features of the financial statements and all other requisite details of all the subsidiary companies in the format AOC–I is appended as Annexure 1. The statement also provides details of performance, financial positions of each of the subsidiary.

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

Detailed analysis of the performance of IDFC and its businesses, including initiatives in the areas of Risk Management, Human Resources, Information Technology and IDFC Foundation activities, has been presented in the section on Management Discussion & Analysis of this Annual Report.

SHARE CAPITAL UPDATE

During the year, the Company issued and allotted 1,239,802 equity shares of the Company to eligible employees of IDFC and its subsidiaries on exercise of options granted under Employee Stock Option Scheme 2007. As on March 31, 2016, the total paid up capital of IDFC was 1,594,020,668 equity shares of H 10 each.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

IDFC had 13 employees as on March 31, 2016 and 2,776 employees at the group level.

The Disclosure pertaining to the provisions of Section 197(12) of the Act, read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules are provided in this Annual Report. Having regard to the provisions of the first proviso to Section 136(1) of the Act, the Annual Report excluding the aforesaid information is being sent to the Members of the Company. The said information is available for inspection at the Registered Office and Corporate Office of the Company during working hours and any Member interested in obtaining such information may write to the Company Secretary and the same will be furnished on request.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are appended as Annexure 2.

EMPLOYEE STOCK OPTION  SCHEME

Pursuant to the resolution passed by the Members at the AGM held on August 2, 2006, IDFC had introduced Employee Stock Option Scheme 2007 ("the ESOS Scheme") to enable the employees of IDFC and its subsidiaries to participate in the future growth and financial success of the Company.

Out of 31,485,043 Options outstanding at the beginning of the current financial year, 35,64,400 Options lapsed / forfeited and 12,39,802 Options were exercised during the year Additionally, during the year 12,898,500 Options were granted to eligible employees under the ESOS Scheme. Accordingly, 39,579,341 Options remain outstanding as of March 31, 2016. All Options vested in graded manner and are required to be exercised within a specific period. The Company has used the intrinsic value method to account for the compensation cost of stock to employees of the Company. Intrinsic value is the amount by which the quoted market price of the underlying share on the date, prior to the date of the grant, exceeds the exercise price of the Option.

The Nomination and Remuneration Committee ("NRC") and the Board at their respective meetings held on April 29, 2016 approved the proposal for re–pricing and re–granting of Employee Stock Options ("ESOPs") already granted under IDFC Employee Stock Option Scheme, 2007 and adoption of new IDFC Employee Stock Option Scheme, 2016 for granting ESOPs to employees of IDFC and it's Subsidiary Companies. The approval of the shareholders was sought on the above proposals vide Postal Ballot notice dated May 20, 2016, details of which are given in the Corporate Governance Report which forms part of this Report. The shareholders approved the new ESOP Scheme viz IDFC Employee Stock Option Scheme, 2016 ("IDFC ESOS 2016") with requisite majority, for grant of stock options to the eligible employees of the Company and its subsidiaries.

Further, during the year, there has been no material change in the IDFC ESOP Scheme and the said scheme is in compliance with SEBI (Share Based Employee Benefits) Regulations, 2014 as amended from time to time.

The disclosure requirements under the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014, for the aforesaid ESOP Scheme, in respect of the year ended March 31, 2016, is disclosed on the Company's website – www.idfc.com

MANAGEMENT DISCUSSION & ANALYSIS AND REPORT ON CORPORATE GOVERNANCE

In compliance with the provisions of Regulation 34(2)(e) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR Regulations"), separate detailed chapters on Management Discussion & Analysis and Report on Corporate Governance forms part of this Annual Report.

BUSINESS RESPONSIBILITY REPORT

Business Responsibility Report as stipulated under Regulation 34 of the SEBI LODR Regulations has been hosted on the website of the Company –www.idfc.com Any Member interested in obtaining a physical copy of the same may write to the Company Secretary.

PUBLIC DEPOSITS

During FY16, your Company has not accepted any deposits from the public within the meaning of the provisions of the Non–Banking Financial Companies Acceptance of Public Deposits (Reserve Bank) Directions, 1998 or under Chapter V of the Act.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The provisions of Section 186 of the Act are not applicable to loans made, guarantees given or securities provided or acquisition of securities by

a company engaged in the business of financing of companies or of providing infrastructural facilities in the ordinary course of its business. Since IDFC was providing loans to infrastructure projects up to September 30, 2015, the said Section was not applicable for first six months of FY16.

Pursuant to Demerger scheme, all the lending business of IDFC was transferred to IDFC Bank w.e.f. October 1, 2015. Accordingly, post demerger, IDFC has remained as NBFC in the category of Investment Company and has obtained license from RBI to that effect. Being an Investment Company, the said Section is not applicable to IDFC. Accordingly, the requisite details of loans, gurantees and investments are not given.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

IDFC had already adopted a Whistle Blower Policy, which included reporting to the Management instances of unethical behaviour, actual or suspected fraud or violation of the Company's Code of Conduct or Ethics Policy. The Whistle Blower Policy was modified in light of the provisions of Vigil Mechanism prescribed under the Act and regulation 22 of SEBI LODR Regulations to ensure that the Audit Committee directly oversees the Vigil Mechanism.

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

FOREIGN EXCHANGE

There were no foreign exchange earning as on March 31, 2016. The particulars regarding foreign exchange expenditure are furnished at Item Nos. 29 in the Notes forming part of the Standalone Financial Statements

PARTICULARS REGARDING CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

The particulars regarding conservation of energy, technology absorption and other particulars as required by the Companies (Accounts) Rules, 2014 are not applicable, hence not given.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

With profound grief and sadness we deeply regret the demise of one of our respected Director Late Mr. S. H. Khan  (DIN: 00006170) on January 12, 2016.

He was associated with IDFC from February 11, 1998 to August 10, 2015.  Late Mr. S. H. Khan was actively involved with IDFC Group and will always be remembered for his wealth of knowledge and experience. His sudden death is an irreparable loss to us.

We, at IDFC Group convey our sincere and deep felt condolences to Late Mr. S. H. Khan's family.

There is no Director who is liable to retire by rotation at this AGM.

The Board appointed Mr. Vinod Rai (DIN: 01119922) as an Additional Director of the Company in the category of ID on June 30, 2015. The same was approved by the Shareholders of the Company at the 18th AGM held on July 30, 2015. Mr. Vinod Rai was appointed as a Non­Executive Independent Chairman w.e.f. October 31, 2015.

During the year, as a part of group restructuring, Dr. Rajiv B. Lall (DIN: 00131782) and Dr. Omkar Goswami (DIN: 00004258 ) resigned as Directors of the Company w.e.f. September 30, 2015 and August 06, 2015, respectively.

Mr. Gautam Kaji (DIN: 02333127) resigned as ID of the Company w.e.f. August 05, 2015 and was appointed as an Additional Director of the Company in the category of ID w.e.f. October 1, 2015 to hold office till the conclusion of the 21st AGM of the Company to be held for FY18.

On October 31, 2015, Mr. Joseph Dominic Silva (DIN: 06388807) resigned as a Nominee Director and Mr. Chintamani Bhagat (DIN: 07282200) was appointed in his place as an Additional Director in the category of Nominee Director representing Domestic and Foreign Institutional Investors.

The Company places on record its sincere appreciation for the valuable contribution and services rendered by the outgoing Directors.

The approval of the Shareholders is sought for the appointment of Mr. Gautam Kaji and Mr. Chintamani Bhagat at the ensuing AGM.

The Shareholders of the Company, at the AGM held on July 29, 2014, had approved the appointment of Mr. Donald Peck (DIN: 00140734) as ID to hold office till the conclusion of 19th AGM to be held for FY16. The

Board of Directors at its meeting held on April 29, 2016, reappointed Mr. Donald Peck as ID to hold office till the conclusion of the 21st AGM to be held for FY18. The approval of the Shareholders is sought for the reappointment of Mr. Donald Peck at the ensuing AGM.

The Shareholders of the Company had appointed Mr. Vikram Limaye (DIN: 00488534) as Managing Director & CEO at the AGM held on July 29, 2013, for a period of Three years w.e.f. May 2, 2013. Considering the vast and valuable experience of Mr. Vikram Limaye and progress made by the Company under his leadership and based on the recommendation of NRC and subject to the approval of the Members at the ensuing AGM, the Board of Directors at its meeting held on April 29, 2016, approved the reappointment of Mr. Vikram Limaye as Managing Director & CEO for a further period of 3 years with effect from May 1, 2016, on the terms and conditions as set out in the Notice of ensuing AGM circulated along with this report.

It is proposed to approve the reappointment of Mr. Vikram Limaye asManaging Director & CEO at the ensuing AGM.

Further, as a part of restructuring of IDFC Group, Mr. Sunil Kakar and Mr. Mahendra Shah stepped down as

Chief Financial Officer ("CFO") and Company Secretary ("CS"), respectively of IDFC w.e.f. October 31, 2015. Further, Mr. Bipin Gemani & Mr. Ketan Kulkarni were appointed as CFO and CS, respectively w.e.f. October 31, 2015.

DECLARATION OF INDEPENDENCE

The Company has received a declaration from IDs, at the time of their respective appointments and also at the first meeting of the Board of Directors held in FY16, that they meet the criteria of independence specified under sub­section (6) and (7) of Section 149 of the Act, read with Rule 5 of the Companies (Appointment and Qualification of Directors) Rules, 2014 and SEBI LODR Regulations, for holding the position of IDs and that they shall abide by the "Code for Independent Directors" as per Schedule IV of the Act.

BOARD AND ITS COMMITTEES

The details of the constitution and meetings of the Board and its Committees held during the year are provided in the Corporate Governance Report which forms part of this Annual Report.

During the year Six Board meetings were held. The Board has accepted all recommendations of Audit Committee. The composition of Audit Committee is as under:

i. Mr. Gautam Kaji—Chairperson

(DIN: 02333127)

ii. Mr. Vinod Rai—Member

(DIN: 01119922)

iii. Ms. Marianne 0kland—Member

(DIN: 03581266)

iv. Mrs. Snehlata Shrivastava—

Member (DIN: 06478173

BOARD EVALUATION

Pursuant to SEBI LODR Regulations and the Act, the process indicating the manner in which formal annual evaluation of the Chairperson, Directors, Board as a whole and Board level committees are given in the Corporate Governance Report, which forms part of this Annual Report.

REMUNERATION POLICY

The Board approved the Remuneration Policy for the Directors, Key Managerial Personnel, Senior Management Personnel and other Employees, which is formulated in line with the requirements of the Act and SEBI LODR Regulations. Details of the said policy are given in the Corporate Governance Report which forms part of this Annual Report.

APPROVAL OF THE BORROWING LIMITS OF THE COMPANY, INCLUDING ISSUE OF NCDS

The Company, at its 17th AGM held on July 29, 2014, approved the proposal to borrow monies up to Rs. 80,000 crore under Section 180(1)(c) of the Companies Act, 2013. Post demerger, since the Company is now operating as Non–Banking Financial Company in the category of an Investment Company, the borrowing requirements have reduced. Accordingly, approval of the Shareholders is sought by way of special resolution, to borrow money(ies) not exceeding a sum of Rs. 10,000 crore outstanding at any point of time, including by way of issue of non–convertible securities on private placement basis.

SPECIAL BUSINESS

The Board of Directors recommends the following items under special business for approval of the Shareholders at the ensuing AGM:

a. Appointment of Mr. Gautam Kaji (DIN: 02333127) as ID;

b. Appointment of Mr. Chintamani Bhagat

(DIN: 07282200) as a Nominee Director;

c. Reappointment of Mr. Vikram Limaye (DIN: 00488534) as Managing Director & CEO;

d. Reappointment of Mr. Donald Peck (DIN: 00140734) as ID; and

e. Approval of the Borrowing limits of the Company, including by way of issue of non–convertible securities on private placement basis.

AUDITORS

STATUTORY AUDITORS

Deloitte Haskins & Sells LLP, Chartered Accountants ("DHS") (Registration No. 117366W / W–100018), will retire as the Statutory Auditors of the Company at the ensuing AGM.

DHS, the retiring Auditors, have confirmed that their appointment, if made, would be in conformity with the provisions of Sections 139(1) and 141 of the Act, read with Rule 4 of the Companies (Audit and Auditors) Rules, 2014 and have given their consent to be appointed as Statutory Auditors of IDFC for FY17.

The approval of the Members is sought, by passing an Ordinary Resolution, to reappoint DHS as Statutory Auditors of the Company to hold office from the conclusion of ensuing AGM till the conclusion of the next AGM of the Company.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Act and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. BNP & Associates, Company Secretaries to undertake the Secretarial Audit of the Company for FY16. The Secretarial Audit Report is appended as Annexure 3.

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

RELATED PARTY TRANSACTIONS

The Company has in place the policy on Related Party Transactions and the same has been uploaded on the website of the Company – www.idfc.com .The details pertaining to Related Party transactions and related policies are provided in the Corporate Governance Report which forms part of this Annual Report.

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

INTERNAL CONTROL SYSTEMS

The Company has in place, adequate systems of Internal Control to ensure compliance with policies and procedures. It is being constantly assessed and strengthened with new / revised standard operating procedures and tighter Information Technology controls. Internal audit of the Company is regularly carried out to review inter alia the Internal Control Systems. Recommendations made by Internal Auditors in their reports on improving internal controls are regularly reviewed by the Audit Committee of the Board

RISK MANAGEMENT

IDFC has robust risk management practices that enable it to book, manage and mitigate risks in it's business and the businesses of its subsidiaries. The Company has a comprehensive Enterprise Risk Management framework which covers all three types of risks— credit, market and operational risks. The Board through its Risk Management Committee monitors and reviews Risk Management of the Company and its subsidiaries on a regular basis.

MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments, affecting the financial position of IDFC which has occurred between the end of FY16 and the date of the Board's report.

INSTANCES OF FRAUD, IF ANY REPORTED BY THE AUDITORS

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

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

The Hon'ble High Court of Judicature at Madras, vide it's Order dated June 25, 2015, sanctioned the Scheme of Arrangement among IDFC and IDFC Bank and their respective Shareholders and Creditors under Sections 391 to 394 of the Companies Act, 1956.

Pursuant to the Demerger Scheme Long Term Infrastructure Bonds ("LTIBs") which formed part of the Financing Undertaking were required to be transferred from IDFC to IDFC Bank. The Ministry of Finance, Department of Financial Services, Government of India vide its letter dated August 7, 2015 granted its approval to transfer the said LTIBs from IDFC to IDFC Bank. Accordingly, LTIBs were transferred to IDFC Bank with effect from October 1, 2015.

ANTI SEXUAL HARASSMENT POLICY

The Company has in place a policy on Anti Sexual Harassment. The Company undertakes ongoing trainings to create awareness on this policy. No instances of Sexual Harassment were reported during the period under review.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the applicable provisions of Companies Act, 1956 / 2013, the dividend / refund of applications which remains unclaimed / unpaid for a period of seven years from the date of transfer to the unpaid dividend / refund account was required to be transferred to the Investor Education and Protection Fund ("IEPF") established by the Central Government and no claim shall lie against the Company.

Accordingly, an amount of Rs. 2,089,855 being unclaimed / unpaid dividend for FY08 and which remained unpaid and unclaimed for a period of 7 years has been transferred by the Company to IEPF.

The Company updates the details of unclaimed / unpaid dividend on the Company's website – www.idfc.com and on MCA website – www.mca.gov.in from time to time.

Further, the unpaid dividend amount pertaining to FY09 will be transferred to IEPF during FY17.

EXTRACT OF ANNUAL RETURN

The extract of the Annual Return in the prescribed Form No. MGT 9 is appended as Annexure 4.

CORPORATE SOCIAL RESPONSIBILITY

Corporate Social Responsibility ("CSR") Committee was re–constituted during the year comprising of

i. Mr. Vikram Limaye (DIN: 00488534)—Chairperson

ii. Mr. S. S. Kohli (DIN: 00169907)

iii. Mr. Donald Peck (DIN: 00140734) Pursuant to Section 135 and Schedule

VII of the Act and the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended from time to time and on recommendation of the CSR Committee, the Board of IDFC approved the revised CSR Policy. The disclosure of contents of the CSR Policy is appended as Annexure 5.

DIRECTORS' RESPONSIBILITY STATEMENT

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

¦ that in the preparation of the annual financial statements for the year ended March 31, 2016, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

¦ that such accounting policies have been selected and applied consistently and judgement and estimates have been made 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, 2016 and of the profit / loss of the Company for the year ended on that date;

¦ that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

¦ that the annual financial statements have been prepared on a going concern basis;

¦ that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;

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

GREEN INITIATIVE

In accordance with the 'Green Initiative', the Company has been sending the Annual Report / Notice of AGM in electronic mode to those Shareholders whose email Ids are registered with the Company and / or the Depository Participants.

Directors are thankful to the Shareholders for actively participating in the Green Initiative.

ACKNOWLEDGEMENTS

We are grateful to the Government of India, State Governments, RBI, SEBI, Stock Exchanges, Hon'ble High court of Madras, Hon'ble High Court of Bombay, National Highways Authority of India, various Ministries and other domestic and overseas regulatory bodies for their continuous collaboration and support.

We would like to thank all our Shareholders, Bondholders, Banks and Financial Institutions for their co­operation and assistance during the year under review.

We would like to express our deep sense of appreciation for the hard work and efforts put in by the employees of the Company.

FOR AND ON BEHALF OF THE BOARD

Vinod Rai

Non–executive Independent Chairman

Place : Mumbai,

Date : June 25, 2016

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