Annual Report 2015-16

IDBI ASSET MANAGEMENT LIMITED

(CIN: U65100MH2010PLC199319)

Annual Report

2015-16

Date of AGM:

30

th

August, 2016

Place of AGM:

24

th

Floor, Small Conference Room, IDBI Tower, Cuffe Parade, Mumbai - 400 005.

IDBI Asset Management Limited

CIN: U65100MH2010PLC199319

Registered ofce: IDBI Tower, WTC Complex, Cuffe Parade, Colaba, Mumbai - 400 005.

Corporate ofce: 5

th

Floor, Mafatlal Centre, Nariman Point, Mumbai - 400 021.

IDBI Asset Management Limited

1

Annual Report 201

5-16

E

XECUTIVE DIRECTOR

Shri Sarath

Sarma

COMPANY SECRETARY

Shri Manesh G. Jiandani (FCS 7360)

CHIEF FINANCIAL OFFICER

Shri Amit Bhavsar

(FCA108590)

COMPLIANCE OFFICER

Shri A. Jayadevan

REGISTERED OFFICE: CORPORATE OFFICE:

IDBI Tower, WTC Complex, 5

th

Floor, Mafatlal Centre,

Cuffe Parade, Mumbai 400 005. Nariman Point, Mumbai 400 021.

Tel: (022) 66442800, Fax: 66442801

Website: www.idbimutual.co.in

Email: [email protected]

STATUTORY AUDITORS SECRETARIAL AUDITORS

C.R. Sagdeo & Co. G. Sreenivasa Rao

Chartered Accountants, GSR & Co.,

306, 3

rd

oor, Mayuresh Cosmos Company Secretaries,

CBD Belapur, Sectior 11, Plot 37, Flat No. A-2, 2

nd

Floor, Sai Niranthara,

Navi Mumbai - 400 614. No.14/23, Nagarjuna Nagar, 1

st

Street,

Rangarajapuram, Kodambakkam,

Chennai - 600 024.

IDBI ASSET MANAGEMENT LIMITED

(CIN: U65100MH2010PLC199319)

CORPORATE INFORMATION

BOARD OF DIRECTORS

(as on 30

th

August, 2016)

Shri Kishor P. Kharat (07266945) – Chairman

Shri. A L Bongirwar (00660262) – Nominee Director

Shri. Jayant N. Godbole (00056830) – Independent Director

Lt. Gen. Mukesh Sabharwal (retd.) (05155598) – Independent Director

Ms. Geeta P. Shetti (02948958) – Independent Director

Shri. A. V. Rammurty (00050455) – Independent Director

Shri.

Dilip K Mandal(03313130) - MD & CEO

AUDIT COMMITTEE

(as on 30

th

August, 2016)

Ms. Geeta P. Shetti (02948958) – Independent Director (Chairperson)

Shri. Jayant N. Godbole (00056830) – Independent Director

Lt. Gen. Mukesh Sabharwal (retd.) (05155598) – Independent Director

Shri. A. V. Rammurty (00050455) – Independent Director

NOMINATION AND REMUNERATION COMMITTEE

(as on 30

th

August, 2016)

Shri. Jayant N. Godbole (00056830) – Independent Director (Chairman)

Shri. A L Bongirwar (00660262) – Nominee Director

Lt. Gen. Mukesh Sabharwal (retd.) (05155598) – Independent Director

Ms. Geeta P. Shetti (02948958) – Independent Director

Shri. A. V. Rammurty (00050455) – Independent Director

IDBI ASSET MANAGEMENT LIMITED

CIN: U65100MH2010PLC199319

Registered Office: IDBI Tower,WTC Complex, Cuffe Parade, Mumbai 400 005

Corporate Office: 05th Floor, Mafatlal Centre, Nariman point, Mumbai 400 021

Tel: (022) 66442800, Fax: 66442801,

Website: www.idbimutual.co.in, Email: manesh.jiandani@idbimutual.co.in

NOTICE OF THE SIXTH ANNUAL GENERAL MEETING

Notice is hereby given that the Sixth Annual General Meeting of the members of M/s. IDBI

Asset Management Limited will be held at short notice in the Small Conference Room of IDBI

Bank Limited on the 24

th

floor at IDBI Tower, Cuffe Parade, Mumbai- 400005 on Tuesday, the

30

th

day of August 2016 at 5.30 P M, to transact the following Ordinary and Special Business:

A. Ordinary Business

1. Item no 1: Adoption of Financial Statements

To receive, consider and adopt the Audited Financial Statements of the Company

consisting of Balance Sheet as at 31

st

March, 2016, the statement of Profit and Loss,

Cash Flow Statement for the year ended on 31

st

March, 2016 and the reports of the

Board of Directors' and the Statutory Auditors' and the comments of the Comptroller

& Auditor General of India thereon.

2. Item no 2:To fix the remuneration of the Statutory Auditors.

To consider and, if thought fit, to give your assent or dissent to the following

Resolution, with or without modifications, as an Ordinary Resolution:

RESOLVED THAT the Board of Directors of the Company be and are hereby

authorized to decide, negotiate and finalise the remuneration of the Statutory

Auditors of the Company as appointed by the Comptroller and Auditor-General of

India pursuant to the provisions of Section 139(5) and other applicable provisions, if

any, of the Companies Act, 2013, up to an amount as may be recommended by the

Audit Committee and at the discretion of the Board, for the year 2016-17.

IDBI ASSET MANAGEMENT LIMITED

CIN: U65100MH2010PLC199319

Registered Office: IDBI Tower,WTC Complex, Cuffe Parade, Mumbai 400 005

Corporate Office: 05th Floor, Mafatlal Centre, Nariman point, Mumbai 400 021

Tel: (022) 66442800, Fax: 66442801,

Website: www.idbimutual.co.in, Email: manesh.jiandani@idbimutual.co.in

B. Special Business

4. Item no 3:Confirmation of appointment of Shri Kishor Piraji Kharat (07266945) as

Director and as Chairman of the Board.

To consider and, if thought fit, to give your assent or dissent to the following Resolution,

with or without modifications, as an Ordinary Resolution:

“RESOLVED THAT in accordance with Section 161 and other applicable provisions of the

Companies Act, 2013 and the Rules made thereunder (including any statutory modification(s) or

re-enactment thereof), and in terms of the Articles of Association of the Company and as per

IDBI Bank Letter no 194/S&AIC/IAML dated August 24, 2015, Shri Kishor Piraji Kharat

(07266945), who was appointed as an Additional Director of the Company, Nominated by IDBI

Bank Limited, by the Board of Directors by passing resolution in the meeting held on October

28, 2015, effective from October 28 2015, and was elected as the Chairman of the Board

consequent to amendment carried out in clause 173 of the Articles of Association on approval

from Shareholders in the Extra ordinary General Meeting held on December 30, 2015 and who

holds office upto the date of this Annual General Meeting pursuant to Section 161 of the

Companies Act, 2013, and Article 179 of the Articles of Association of the Company, be and is

hereby appointed as a Director of the Company and Chairman of the Board, Nominated by IDBI

Bank Limited, whose period of office shall not be liable to determination for retirement by

rotation.”

5. Item no 4:Confirmation of appointment of Shri Abhay Laxman Bongirwar (DIN:

00660262) as Nominee Director, liable to retire by rotation.

To consider and, if thought fit, to give your assent or dissent to the following Resolution,

with or without modifications, as an Ordinary Resolution:

“RESOLVED THAT in accordance with Section 161 and other applicable provisions of the

Companies Act, 2013 and the Rules made thereunder (including any statutory modification(s) or

re-enactment thereof), and in terms of the Articles of Association of the Company and as per

IDBI Bank Letter no 82/SAIC/Nominee Dated July 14, 2016, Shri Abhay Laxman Bongirwar

(DIN: 00660262), who was appointed as a Nominee Director (Additional Director) of the

Company, Nominated by IDBI Bank Limited, by the Board of Directors by passing resolution by

circulation (received assent of all directors on 30

th

July 2016) and subsequently ratified at the

meeting held on 30

th

August 2016, effective from July 30 2016, pursuant to Articles 171(b), 173

and 179 of the Articles of Association of the Company and Section 161 of the Companies Act,

IDBI ASSET MANAGEMENT LIMITED

CIN: U65100MH2010PLC199319

Registered Office: IDBI Tower,WTC Complex, Cuffe Parade, Mumbai 400 005

Corporate Office: 05th Floor, Mafatlal Centre, Nariman point, Mumbai 400 021

Tel: (022) 66442800, Fax: 66442801,

Website: www.idbimutual.co.in, Email: manesh.jiandani@idbimutual.co.in

2013, and who holds office upto the date of this Annual General Meeting pursuant to Section

161 of the Companies Act, 2013, and Article 179 of the Articles of Association of the Company,

be and is hereby appointed as a Director of the Company, Nominated by IDBI Bank Limited,

whose period of office shall be liable to determination by retirement by rotation.”

Item no 5: Confirmation of appointment of Shri Dilip Kumar Mandal (03313130) as

Director and also appointment as Managing Director & CEO, not liable to retire by

rotation.

To consider and, if thought fit, to give your assent or dissent to the following Resolution,

with or without modifications, as an Special Resolution:

“RESOLVED THAT in terms of Articles 175, 176 of the Articles of Association of the Company and

in terms of sections 2(94), and 203, 188 and other applicable provisions, if any, of the

Companies Act, 2013, read with Schedule V to the Companies Act, 2013 and the Rules made

thereunder (including any statutory modification or re-enactment thereof), if applicable, Shri

Dilip Kumar Mandal (03313130), who was appointed as an Additional Director of the Company

by the Board of Directors at its meeting held on August 30, 2016, effective from August 22,

2016, pursuant to Articles 171(b) and 179 of the Articles of Association of the Company and

Section 161 (1) of the Companies Act, 2013, and who holds office upto the date of this Annual

General Meeting pursuant to Section 161(1) of the Companies Act, 2013, and Article 179 of the

Articles of Association of the Company, be and is hereby appointed as Director on the Board

w.e.f August 22, 2016 and as the Managing Director and Chief Executive Officer (MD & CEO) of

the Company, on deputation from IDBI Bank Limited, with effect from August 30, 2016 for a

period of 1 year, subject to further extension by IDBI Bank Ltd, on such terms and conditions

including remuneration as contained in the Letter no HRD 4465/Nominee dated August 12,

2016 issued by IDBI Bank Ltd and as disclosed in the Explanatory Statement to this Resolution

who shall not be liable to retire by rotation.

RESOLVED FURTHER THAT Shri Dilip Kumar Mandal (03313130) shall not be entitled to receive

any remuneration from the Company except for the remuneration and Performance Linked

Incentive specified/allowed by IDBI Bank under the Letter no HRD 4465/Nominee dated August

12, 2016 read with the Deputation Policy of IDBI Bank Limited for the services to be rendered

by him in his capacity as Managing Director & Chief Executive Officer (MD & CEO) of the

Company.

RESOLVED FURTHER THAT the Board of Directors of the company is hereby authorized to

extend the period of appointment of Shri Dilip Kumar Mandal (03313130), if so desired by the

Board, but not more than 5 years, at the expiry of the one year period from 01st September

2017.

IDBI ASSET MANAGEMENT LIMITED

CIN: U65100MH2010PLC199319

Registered Office: IDBI Tower,WTC Complex, Cuffe Parade, Mumbai 400 005

Corporate Office: 05th Floor, Mafatlal Centre, Nariman point, Mumbai 400 021

Tel: (022) 66442800, Fax: 66442801,

Website: www.idbimutual.co.in, Email: manesh.jiandani@idbimutual.co.in

RESOLVED FURTHER THAT that the Board of Directors of the Company be and is hereby

authorised to vary the terms of appointment including remuneration within the overall limits

prescribed under the Companies Act, 2013 and Schedules thereto on the basis of advice given

by IDBI Bank Limited from time to time and to do all such acts, deeds, matters and things as

may be considered necessary, desirable or expedient to give effect to this Resolution”

Item no 6:Authorisation for Related Party Transactions

To consider and, if thought fit, to give your assent or dissent to the following Resolution,

with or without modifications, as a Special Resolution:

RESOLVED THAT in terms of provisions of Section 188 and other applicable provisions of the

Companies Act 2013 read with rule 15 of the Companies (Meeting of the Board and its powers)

Rules 2014 and other applicable rules notified under the act, as amended from time to time, the

members of the Company hereby approves the continuation of existing contracts of the Company

and further hereby authorize the ACB/Board to approve and enter into fresh/ renew contracts and

arrangements with related parties including sub delegation thereof to a director/committee of

Directors as it may think fit including granting of omnibus approval in compliance with and as

per limits specified in Section 177 of the Companies Act 2013, for a value not exceeding Rs. 12

crore for each contract and/or arrangement whether entered into in ordinary course of business or

not and/or whether at arm’s length price or not or at such price with the recommendation and

approval of the Audit Committee to the Board of Directors of the Company for their approval,

without any further reference to the shareholders.

“RESOLVED FURTHER THAT the Board shall have the authority and power to accept any

modification in the proposal as may be required at the time of according / granting their

approvals, consents, permissions and sanctions to such contracts or arrangements proposed to be

entered with the related parties and as agreed to by the Board

“RESOLVED FURTHER THAT for the purpose of giving effect to the above resolution, the

Board, be and is hereby authorized to do all such acts, deeds, matters and things and execute

such deeds, documents and agreements, as they may, in their absolute discretion, deem

necessary, proper or desirable and to settle or give instructions or directions for settling any

questions, difficulties or doubts that may arise and to give effect to such modifications, changes,

variations, alterations, deletions, additions as regards the terms and conditions, as it may, in its

absolute discretion, deem fit and proper in the best interest of the Company, without requiring

any further approval of the members and intent that the members shall be deemed to have given

their approval thereto expressly by the authority of this resolution

“RESOLVED FURTHER THAT the Board be and is hereby authorized to delegate all or any of

the above powers, herein conferred, to a Director/duly constituted committee of Directors to give

effect to the aforesaid Resolutions.”

IDBI ASSET MANAGEMENT LIMITED

CIN: U65100MH2010PLC199319

Registered Office: IDBI Tower,WTC Complex, Cuffe Parade, Mumbai 400 005

Corporate Office: 05th Floor, Mafatlal Centre, Nariman point, Mumbai 400 021

Tel: (022) 66442800, Fax: 66442801,

Website: www.idbimutual.co.in, Email: manesh.jiandani@idbimutual.co.in

Item no 7:Amendment in Articles of Association

To consider and, if thought fit, to give your assent or dissent to the following Resolution,

with or without modifications, as a Special Resolution:

“RESOLVED THAT pursuant to the provisions of Section 14 of the Companies Act, 2013 and in

order to comply with the provisions of the Companies Act, 2013 read with the provisions of the

SEBI (MF) Regulations 1996, the Articles of Association of IDBI Asset Management Ltd. be

and are hereby altered

by deleting the existing Article 173 and substituting with the following Article

“Article 173

“The Chairman or MD & CEO of the IDBI Bank Limited, as may be nominated from time to

time by IDBI Bank Limited, shall be the Chairman of the Board.”

For and on behalf of the Board of Directors

Place : Mumbai CS Manesh Jiandani (FCS 7360)

Date : Company Secretary

IDBI Asset Management Limited

CIN no: U65100MH2010PLC199319

NOTES:

• MEMBER ENTITLED TO ATTEND AND TO VOTE AT THE MEETING IS

ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE ON A POLL ON HIS

BEHALF AND THAT THE PROXY NEED NOT BE A MEMBER OF THE

COMPANY. PROXY FORMS IN ORDER TO BE EFFECTIVE,SHOULD BE DULY

COMPLETED & AFFIXED WITH REVENUE STAMP AND MUST BE RECEIVED

BY THE COMPANY AT ITS REGISTERED OFFICE NOT LESS THAN 48 HOURS

BEFORE THE COMMENCEMENT OF THE MEETING.

• Members/proxies should bring the attendance slip duly filled in for attending the meeting.

• The relevant explanatory statements pursuant to Section 102(1) of the Companies Act,

2013 in respect of business under item no. 2 to 6 are attached herewith.

• Members/Proxies/Representatives are requested to bring the attendance slip enclosed to

the annual report /notice for attending the meeting.

• Corporate members intending to send their authorized representative(s) to attend the

meeting are requested to send a certified copy of the Board Resolution authorizing their

representative to attend and vote on their behalf at the meeting.

IDBI ASSET MANAGEMENT LIMITED

CIN: U65100MH2010PLC199319

Registered Office: IDBI Tower,WTC Complex, Cuffe Parade, Mumbai 400 005

Corporate Office: 05th Floor, Mafatlal Centre, Nariman point, Mumbai 400 021

Tel: (022) 66442800, Fax: 66442801,

Website: www.idbimutual.co.in, Email: manesh.jiandani@idbimutual.co.in

EXPLANATORY STATEMENT PURSUANT TO THE PROVISIONS OF SECTION 102

Item no 2:

In terms of section 139(5) of the Companies Act 2013, the Company is subjected to Audit by

Comptroller and Auditor General of India (C&AG). The accounts of the Company are required

to be audited by Statutory Auditors appointed by the C&AG. These Auditors shall hold office till

the conclusion of the AGM and as per the directions of the C&AG from time to time. The

Company has approached C&AG for appointment of the Statutory Auditors for the Financial

Year 2016-17. The C&AG has vide letter no CA/V/COY/Central Government,IDBIAS(1)/360

dated 13

th

July 2016 appointed M/s C R Sagdeo & CO. Chartered Accountants Navi Mumbai as

Statutory Auditor for the FY 2016-17.

The remuneration of the Statutory Auditors are required to be fixed by the Company in General

Meeting or in such manner as the Company in General Meeting may determine. The members

are requested to authorise the Board of Directors to fix the remuneration payable to the Statutory

Auditors based on recommendation of the Audit Committee of the Board. Therefore, it is

proposed that by passing ordinary resolution under section 139 of the Companies Act, 2013, the

ACB/Board may be authorised to negotiate and finalize the remuneration, the other terms and

conditions and remuneration of the Statutory Auditors etc. The Ordinary Resolution as contained

at Item No.2 of the AGM Notice is accordingly proposed to be passed by the shareholders.

None of the Directors and Key Managerial Personnel of the Company and their relatives is

concerned or interested, financial or otherwise, in the resolution set out at Item No. 2.

Item no 3:

IDBI Bank Limited, in terms of Article 171 (b) of the Articles of Association of the Company,

Vide letter no.194/S&AIC/IAML dated August 24, 2015 had advised appointment of Shri Kishor

Piraji Kharat (07266945), MD & CEO, IDBI Bank Ltd, as Director and as Chairman on the

Board of IDBI AML.

Accordingly, the Board of Directors, in accordance with Article 179 of the Articles of

Association of the Company and Section 161 of the Companies act 2013, had in its meeting held

on October 28, 2015 appointed Shri Kishor Piraji Kharat (07266945) as an Additional Director

of the Company with effect from October 28, 2015. Shri Kishor Piraji Kharat (07266945) was

elected as Chairman of the Board w.e.f. December 30, 2015 on approval of amendment in the

Articles of Association of your Company in the EGM held on December 30, 2015

Brief Profile of Shri Kishor Piraji Kharat (07266945):

Shri Kishor Piraji Kharat (07266945)is the Chairman of IDBI Asset Management Ltd. and

Managing Director and Chief Executive Officer of IDBI Bank Ltd. Prior to joining IDBI Bank,

he served as Executive Director at Union Bank of India and held charge of Priority Sector

Finance, MSME and Financial Inclusion. He has over 38 years of experience in the Banking and

IDBI ASSET MANAGEMENT LIMITED

CIN: U65100MH2010PLC199319

Registered Office: IDBI Tower,WTC Complex, Cuffe Parade, Mumbai 400 005

Corporate Office: 05th Floor, Mafatlal Centre, Nariman point, Mumbai 400 021

Tel: (022) 66442800, Fax: 66442801,

Website: www.idbimutual.co.in, Email: manesh.jiandani@idbimutual.co.in

Financial Services sector. In a career spanning 37 years with Bank of Baroda, Shri. Kharat held

several distinguished positions in the Bank's hierarchy in the areas including Credit, International

business, Information Technology and general administration in India as well as overseas. Shri.

Kharat established the foreign subsidiary of Bank of Baroda in Trinidad & Tobago, West Indies

and was its Managing Director for more than three years. He was also a founding member of

India Trinidad & Tobago Chambers of Commerce & Industry. During the period that Shri Kharat

was General Manager, Financial Inclusion Vertical, he was a key driver of major Financial

Inclusion initiatives where he had worked closely with RBI as well as the Government of India.

His Directorships in other Companies areas under :

Organization Name Any

association

with the

sponsor

Position

held

IDBI Bank Limited

Sponsor Managing Director & CEO

IDBI Capital Market Services

Limited

Wholly Owned

Subsidiary

Non Executive Chairman

Export Import Bank of India

No Director and Member of Audit

Committee

IDBI Trusteeship Services

Limited

Wholly Owned

Subsidiary

Non Executive Chairman

IDBI Intech Limited

Wholly Owned

Subsidiary

Non Executive Chairman

IDBI Federal Life Insurance

Company Limited

Joint Venture Non Executive Chairman

Entrepreneurship Development

Institute of India

Yes President of Governing Council

Stressed Asset Stabilisation

Fund

Yes Chairman and Executive Trustee

Under Section 161(1) of the Companies Act, 2013 read with Article 179 of the Articles of

Association of the Company, Shri Kishor Piraji Kharat (07266945) holds office only up to the

date of this Annual General Meeting of the Company.

IDBI ASSET MANAGEMENT LIMITED

CIN: U65100MH2010PLC199319

Registered Office: IDBI Tower,WTC Complex, Cuffe Parade, Mumbai 400 005

Corporate Office: 05th Floor, Mafatlal Centre, Nariman point, Mumbai 400 021

Tel: (022) 66442800, Fax: 66442801,

Website: www.idbimutual.co.in, Email: manesh.jiandani@idbimutual.co.in

MCA has vide circular dated 05

th

June 2015 notified that amongst other exemptions, Section 160

(notice of member signifying his intention to propose appointment of a candidate as Director and

deposit of Rs. 1 Lakh thereof) is not applicable to Government Companies . Since your company

is a Government Company within the definition of Section 2(45) of the Companies Act 2013,

Section 160 is not applicable to your Company.

Shri Kishor Piraji Kharat (07266945) does not receive any remuneration, benefits, or

commission from the Company.

Shri Kishor Piraji Kharat (07266945) does not hold by himself any shares in the Company.

The Board considers that the appointment of Shri Kishor Piraji Kharat (07266945) as a Director

of the Company would be of immense benefit to the Company. Accordingly, the Board of

Directors recommends his appointment as a Director of the Company who shall not be liable to

determination for retirement by rotation.

Except Shri Kishor Kharat (DIN: 07266945) Chairperson, being MD & CEO of IDBI Bank

Limited Shri Abhay Laxman Bongirwar (00660262) and Shri Dilip Kumar Mandal (03313130),

being an appointee, none of the Directors and Key Managerial Personnel of the Company and

their relatives is concerned or interested, financial or otherwise, in this resolution set out at Item

No. 3.

Item no 4:

IDBI Bank Limited, in terms of Article 171 (b) of the Articles of Association of the Company,

Vide letter no.82/S&AIC/Nominee/IAML dated July 14, 2016 had advised appointment of Shri

Abhay Laxman Bongirwar (00660262), ED IDBI Bank Ltd, as Director on the Board of IDBI

AML nominated by IDBI Bank Limited.

Accordingly, the Board of Directors had, by way of circular resolution, which was ratified in the

meeting held on 30

th

August 2016 appointed Shri Abhay Laxman Bongirwar (00660262) as an

Additional Nominee Director of the Company with effect from July 30, 2016.

Brief Profile of Shri Abhay Laxman Bongirwar (00660262):

Shri. Abhay Bongirwar, Executive Director at IDBI bank, has more than 32 years of experience

in areas like Infrastructure finance, project appraisal, recovery, retail banking, investment

banking, corporate advisory, debt Syndication, CDR etc.

He is a seasoned banker with special expertise in infrastructure & structured finance and

business turnarounds with growth orientation through quick decisions and need based delegation.

He has financed projects in almost all the sectors including Road, Power (incl. renewal energy,

generation, transmission, distribution), Telecom, Satellite communication, Oil & Gas, Shipping,

steel, solid waste management, cement etc.

IDBI ASSET MANAGEMENT LIMITED

CIN: U65100MH2010PLC199319

Registered Office: IDBI Tower,WTC Complex, Cuffe Parade, Mumbai 400 005

Corporate Office: 05th Floor, Mafatlal Centre, Nariman point, Mumbai 400 021

Tel: (022) 66442800, Fax: 66442801,

Website: www.idbimutual.co.in, Email: manesh.jiandani@idbimutual.co.in

He is also closely working with state govt for social development projects in areas like rural

development, renewable energy, smart cities, solar pumps etc. Presently, as ED at IDBI, he had

been involved in appraisal and funding of more than 40+ cases involving investment of more

than Rs.75,000 cr. with debt of approx. Rs.17,000 cr.

Earlier, As MD & CEO of IDBI Capital (subsidiary of IDBI Bank), he turnaround the business

& competitive position of IDBI Capital at a growth rate of more than 200% with increase in

profit before tax from Rs.5 cr to Rs. 50 cr. in 3 years and handled 83 Corporate Debt

Restructuring proposals of more than Rs.1,61,000 cr. capturing more than 50% market share in

CDR handling. As regional head at infra group at IDBI, he handled 2/3 of IDBI's infra finance

portfolio of more than 33000 cr. As zonal head of Pune region, he was also directly involved in

merger of people, processes and business of 30 branches of IDBI Ltd, IDBI Bank, United

Western bank and increased business at a growth rate of 125% in 2 years from Rs. 126 cr. to

Rs.637 cr.(debt). Between 1997-2001, handled project appraisal and sanction of Power projects

of more than 10,000 MW. During post liberalisation era, raised more than Rs. 4000 cr through

32 public issues through Merchant Banking activities.

His Directorships in other Companies areas under :

Organization Name Any

association

with the

sponsor

Position

held

IDBI Bank Limited

Sponsor Executive Director

Maharashtra State Board of

Technical Education

No Member of Governing Council

Under Section 161(1) of the Companies Act, 2013 read with Article 179 of the Articles of

Association of the Company, Shri Abhay Laxman Bongirwar (00660262) holds office only up to

the date of this Annual General Meeting of the Company.

MCA has vide circular dated 05

th

June 2015 notified that amongst other exemptions, Section 160

(notice of member signifying his intention to propose appointment of a candidate as Director and

deposit of Rs. 1 Lakh thereof) is not applicable to Government Companies . Since your company

is a Government Company within the definition of Section 2(45) of the Companies Act 2013,

Section 160 is not applicable to your Company.

Shri Abhay Laxman Bongirwar (00660262) does not receive any remuneration, benefits, or

commission from the Company.

IDBI ASSET MANAGEMENT LIMITED

CIN: U65100MH2010PLC199319

Registered Office: IDBI Tower,WTC Complex, Cuffe Parade, Mumbai 400 005

Corporate Office: 05th Floor, Mafatlal Centre, Nariman point, Mumbai 400 021

Tel: (022) 66442800, Fax: 66442801,

Website: www.idbimutual.co.in, Email: manesh.jiandani@idbimutual.co.in

Shri Abhay Laxman Bongirwar (00660262) does not hold by himself any shares in the

Company.

The Board considers that the appointment of Shri Abhay Laxman Bongirwar (00660262) as a

Director of the Company would be of immense benefit to the Company. Accordingly, the Board

of Directors recommends his appointment as a Director of the Company who shall not be liable

to determination for retirement by rotation.

Except Shri Kishor Kharat (DIN: 07266945) Chairperson, being MD & CEO of IDBI Bank

Limited Shri Abhay Laxman Bongirwar (00660262) and Shri Dilip Kumar Mandal (03313130),

being an appointee, none of the Directors and Key Managerial Personnel of the Company and

their relatives is concerned or interested, financial or otherwise, in this resolution set out at Item

No. 4.

Item no 5:

IDBI Bank Limited, In terms of Article 171 (b) of the Articles of Association of the Company,

Vide Letter no HRD 4465/Nominee dated August 12, 2016 had advised appointment of Shri

Dilip Kumar Mandal (03313130) CGM IDBI Bank Ltd, as MD & CEO on the Board of IDBI

AML.

Accordingly, the Board of Directors had, in its meeting held on August 30,2016 appointed Shri

Dilip Kumar Mandal (03313130) as an Additional Director of the Company with effect from

August 22, 2016 and subject to necessary approvals as the “Managing Director & CEO” of the

Company for initial period of one year but not more than five years, with effect from August 30,

2016, as may be advised by IDBI Bank Limited form time to time.

Shri Dilip Kumar Mandal (03313130) is a graduate from IIT Kharagpur and a Post graduate

from IIFT, New Delhi. He has over 30 years experiences in different fields of financial services

viz. project finance, credit appraisal and monitoring, private equity funding, NPA resolution,

loan syndications, retail banking etc. He has extensive knowledge in project financing of

different industries viz. Steel & metal, oil and gas, shipping, sugar, hotel & hospitality sector,

consumer electronics, tele-communications, transport and infrastructures projects like power,

roads, ports etc.

Before joining IDBI AMC, he was working with IDBI Bank Ltd. as CGM & Zonal Head of

Retail Banking Group, covering the states of Odisha, Chattisgarh & Jharkhand based at

Bhubaneswar.

IDBI ASSET MANAGEMENT LIMITED

CIN: U65100MH2010PLC199319

Registered Office: IDBI Tower,WTC Complex, Cuffe Parade, Mumbai 400 005

Corporate Office: 05th Floor, Mafatlal Centre, Nariman point, Mumbai 400 021

Tel: (022) 66442800, Fax: 66442801,

Website: www.idbimutual.co.in, Email: manesh.jiandani@idbimutual.co.in

His Directorships in other Companies areas under :

Organization Name Any

association

with the

sponsor

Position

held

GTL Limited Financed by sponsor Nominee Director of IDBI Bank

Limited.

Under Section 161(1) of the Companies Act, 2013 (corresponding to Section 260 of the

Companies Act, 1956) read with Article 179 of the Articles of Association of the Company, Shri

Dilip Kumar Mandal (03313130) holds office only up to the date of this Annual General Meeting

of the Company.

MCA has vide circular dated 05

th

June 2015 notified that amongst other exemptions,Section 197

(with respect to Managerial Remuneration), Section 160 (notice of member signifying his

intention to propose appointment of a candidate as Director and deposit of Rs. 1 Lakh thereof) is

not applicable to Government Companies . Since your company is a Government Company

within the definition of Section 2(45) of the Companies Act 2013, Section 197 and Section 160

is not applicable to your Company.

The appointment was made pursuant to intimation by IDBI Bank Limited Vide Letter no HRD

4465/Nominee dated August 12, 2016

The appointment of Shri Dilip Kumar Mandal (03313130) is appropriate and in the best interest

of the Company.

The approval of the members is being sought to the terms, conditions and stipulations for the

appointment of Shri Dilip Kumar Mandal (03313130) as the Managing Director & CEO and the

remuneration payable to him. The terms and conditions proposed (fixed by IDBI Bank Limited

vide Letter no HRD 4465/Nominee dated August 12, 2016 and approved by the Nomination and

Remuneration Committee on 26

th

August 2016 and by Board of Directors at their meeting held

on 30

th

August, 2016) are keeping in line with the remuneration package that is necessary to

encourage good professional managers with a sound career record to important position as that of

the Managing Director & CEO.

The material terms of appointment and remuneration as contained in the Deputation Order are

given below: -

1. Period of Deputation

The officer will be on deputation with the IDBI Mutual Fund (IDBI MF) initially for a period of

1 year, extendable for a total period of 3 years subject to annual review. Extension beyond three

IDBI ASSET MANAGEMENT LIMITED

CIN: U65100MH2010PLC199319

Registered Office: IDBI Tower,WTC Complex, Cuffe Parade, Mumbai 400 005

Corporate Office: 05th Floor, Mafatlal Centre, Nariman point, Mumbai 400 021

Tel: (022) 66442800, Fax: 66442801,

Website: www.idbimutual.co.in, Email: manesh.jiandani@idbimutual.co.in

years would be considered depending on the merit of the case and with the approval of the

Competent Authority. But in no case, the total period of deputation shall exceed five years.

2. Pay and Allowances while on deputation

2.01. During the period of deputation, the officer can either; a. Continue to draw the pay,

allowances and other facilities as per IDBI Bank’s scale b. Opt for the pay, allowances and other

facilities as applicable to the post in IDBI MF

(The above option should be exercised within 6 months of the deputation)

2.02. In case, the officer opts to draw the pay and allowances as applicable in IDBI Bank, he will

be entitled for deputation allowance @ 7.75% of the basic pay (subject to a maximum of

Rs.2500/- p.m. in case deputation is at same location or Rs.5,000/- p.m. in case of deputation at

different location) in addition to his normal pay and allowances. In addition, the officer will also

be eligible for performance linked-incentive, if any, payable to the employees of

the IDBI MF, as approved by the Board of IDBI MF. IDBI MF will seek approval/ confirmation

of IDBI Bank Limited for payment of performance-linked incentive.

2.03. If the officer opts for drawal of pay and allowances as prevalent in IDBI MF, which has to

be done within 6 months of the deputation, the officer would be required to resign/opt for

voluntary retirement from IDBI Bank’s service.

The option at Clause 2.01.a. as exercised would remain valid for the remaining period of

deputation.

3. Residential Accommodation

IDBI MF shall provide the officer with housing accommodation against surrender of the entire

house rent allowance admissible to the officer under the IDBI Bank’s Rules. If the officer does

not avail of residential accommodation, he will be eligible for house rent allowance as per IDBI

Bank’s Rules, if he opts for the Bank’s pay and allowances. In case IDBI MF is unable to

provide accommodation, and the officer continues to stay in the accommodation provided by the

Bank, standard rent as per rules shall be paid by IDBI MF to IDBI Bank Ltd during the period of

deputation.

4. Relocation Expenses

In case IDBI MF decides to transfer the officer out of his present centre of posting during the

term of deputation, IDBI MF shall bear the transfer-related expenses and other allowances in

respect of the officer and his family as per his entitlement under IDBI Bank’s Rules. Similarly,

on repatriation to IDBI Bank Ltd, IDBI MF shall bear all expenses for relocating the officer to

any centre as indicated by IDBI Bank Ltd at that time. Pay and allowances during joining time

while reporting to and on repatriation will be borne by IDBI MF, as per the rules of IDBI Bank

Ltd.

IDBI ASSET MANAGEMENT LIMITED

CIN: U65100MH2010PLC199319

Registered Office: IDBI Tower,WTC Complex, Cuffe Parade, Mumbai 400 005

Corporate Office: 05th Floor, Mafatlal Centre, Nariman point, Mumbai 400 021

Tel: (022) 66442800, Fax: 66442801,

Website: www.idbimutual.co.in, Email: manesh.jiandani@idbimutual.co.in

5. Traveling and Halting Allowance

For the journeys, if any, performed by the officer while on duty with the IDBI MF, traveling and

halting allowances will be paid to him by IDBI MF, as per the rules of IDBI Bank Ltd.

6. Pension Fund

IDBI MF will be required to remit to IDBI Bank Ltd. the following amounts, before the 5th of

every month

(a) 10% of the officer’s pay in IDBI Bank Ltd. towards employee’s subscription to the IDBI

Bank Ltd. Employees’ Provident Fund and Voluntary Subscription, if any, to the extent of 15%

of Basic Pay to be recovered from the officer out of his salary; and

(b) 2.7 times of the Provident Fund contribution of the officer, being the employer’s

contribution towards Pension Fund on monthly basis.

(c) In case of IDBI MF is not remitting the amount as per clause (a) & (b) contribution to IDBI

Bank Ltd., such period of service on deputation with IDBI MF will not be counted for

computation of pension in respect of such officers.

7. Leave Salary Contribution

IDBI Bank Ltd will bear the cost of leave (other than casual leave) availed of by the officer

under the leave Rules of IDBI Bank Ltd. IDBI MF will make a monthly contribution of 12.5% of

the officer's total emoluments (including Deputation Allowance) while on deputation towards his

leave salary. The contribution will be required to be remitted to IDBI Bank Ltd on a monthly

basis, before the 5th of every month.

8. Leave Encashment Facility

The officer will be entitled to leave encashment facility as per IDBI Bank’s Rules.

9. Leave Fare Concession

The officer is eligible to avail of leave fare concession once in a financial year under IDBI Bank

Ltd Rules and IDBI MF will pay at the end of the deputation period the cost of this facility in

proportion to the period of deputation, to IDBI Bank Ltd.

10. Gratuity

IDBI MF will pay contribution towards gratuity @ one month's pay admissible to the officer in

IDBI Bank Ltd for each completed year of service and proportionately for part thereof, to IDBI

Bank Ltd, at the end of the deputation period.

11. Insurance Cover

The officer is covered under the Group Personal Accident Insurance Scheme for Rs.4,00,000/-

taken by the Bank. The annual premium and such further premia during the period of his

deputation that would be paid by IDBI Bank Ltd in his case would be reimbursable to the Bank

IDBI ASSET MANAGEMENT LIMITED

CIN: U65100MH2010PLC199319

Registered Office: IDBI Tower,WTC Complex, Cuffe Parade, Mumbai 400 005

Corporate Office: 05th Floor, Mafatlal Centre, Nariman point, Mumbai 400 021

Tel: (022) 66442800, Fax: 66442801,

Website: www.idbimutual.co.in, Email: manesh.jiandani@idbimutual.co.in

by IDBI MF. The said premium will be recovered from IDBI MF, at the end of the deputation

period.

12. Remittances to the Bank

BO will be required to remit to IDBI Bank Ltd all of the Officer's dues to the Bank in respect of

recovery of various loans and advances availed of by him from IDBI Bank Ltd in the manner

provided under the facility, during his deputation period.

13. Other benefits

The officer will be entitled for all benefits as eligible to the officers in his grade in the Bank, if

he opts for pay and allowances of IDBI Bank Ltd.

14. Residuary matters

a) All claims made by the Officer in respect of item nos. 3, 4 & 12 above will be reimbursed by

the IDBI MF, in consultation with IDBI Bank Ltd.

b) Requests for facilities at serial nos. 7 & 8 above are to be forwarded to IDBI Bank Ltd for

settlement.

c) All remittances and referrals regarding facilities may be made to The Deputy General

Manager, Administration & Premises Department, IDBI Bank Ltd, WTC Complex, Cuffe

Parade, Mumbai – 400005.

d) Any other remittances the Officer may like to send out of his salary to the Bank may be

arranged by the IDBI MF, as per the Officer’s advice.

e) Any other matter/facility not covered by these terms and conditions shall be referred to IDBI

Bank Ltd for a decision.

In view of the provisions of Sections 203 and any other applicable provisions of the Companies

Act, 2013, the Board recommends the Special Resolution set out at item no. 5 of the

accompanying Notice for the approval of the Members.

Copy of the terms and conditions referred to in the Resolution would be available for inspection

without any fee by the members at the Registered Office of the Company during normal business

hours on any working day, excluding Saturday, upto and including the date of the Annual

General Meeting.

Shri Dilip Kumar Mandal (03313130) does not hold by himself or for any other person on a

beneficial basis, any shares in the Company.

The Board considers that the appointment of Shri Dilip Kumar Mandal (03313130) as a Director

of the Company would be of immense benefit to the Company.

Accordingly, the Board of Directors recommends his appointment as a Director of the Company

who shall not be liable to determination by retirement of directors by rotation.

IDBI ASSET MANAGEMENT LIMITED

CIN: U65100MH2010PLC199319

Registered Office: IDBI Tower,WTC Complex, Cuffe Parade, Mumbai 400 005

Corporate Office: 05th Floor, Mafatlal Centre, Nariman point, Mumbai 400 021

Tel: (022) 66442800, Fax: 66442801,

Website: www.idbimutual.co.in, Email: manesh.jiandani@idbimutual.co.in

Except Shri Kishor Kharat (DIN: 07266945) Chairperson, being MD & CEO of IDBI Bank

Limited Shri Abhay Laxman Bongirwar (00660262) and Shri Dilip Kumar Mandal (03313130),

being an appointee, none of the Directors and Key Managerial Personnel of the Company and

their relatives is concerned or interested, financial or otherwise, in this resolution set out at Item

No. 5.

Item no 6

IDBI Asset Management Limited (IDBI AMC), is a Subsidiary of IDBI Bank Ltd. IDBI AMC

has been appointed as Investment Manager for IDBI Mutual Fund by IDBI MF Trustee

Company Limited vide Investment Management Agreement dated 20th February 2010. As per

the agreement the Company is required to manage the funds, ensure compliance with regulations

and accounting of transactions of schemes, formalize, float and launch new schemes with

approval of Trustees, to inter alia issue, sell units of Mutual fund, to invest in securities as per

scheme(s) investment objective on behalf of Mutual Fund, to declare and pay dividend,

calculation of NAV, appointment of intermediaries.

Thus in order to ensure smooth operations of the Company, IDBI AMC has entered into various

contracts which includes contracts entered into with related parties prior to the commencement

of the Companies Act 2013 as well as the contracts entered during the year with the approval of

the ACB/Board as per the authorization given by the members in the last AGM which are in the

ordinary course of business and to support the operations of the Company.

IDBI Asset Management Limited currently has the following contracts entered with the related

parties

A B C D E

Sr.

no

Name of

party

Name of

Director or

Key

Managerial

Personnel

who is

related of

any

Nature of

Relationship

Nature, material

terms, monetary

value and

particulars of the

contract or

arrangement

Whether in

ordinary

course of

business and at

arms length

price

1 IDBI Federal Shri Kishor

P Kharat –

Chairman

Group

Company

Group Insurance

Continuing and

renewed every year

by paying premium

All employees of

IDBI Asset

Management Ltd.

In ordinary

course of

business and at

market price

IDBI ASSET MANAGEMENT LIMITED

CIN: U65100MH2010PLC199319

Registered Office: IDBI Tower,WTC Complex, Cuffe Parade, Mumbai 400 005

Corporate Office: 05th Floor, Mafatlal Centre, Nariman point, Mumbai 400 021

Tel: (022) 66442800, Fax: 66442801,

Website: www.idbimutual.co.in, Email: manesh.jiandani@idbimutual.co.in

from their date of

commencement of

service until

leaving

service,

but no later than

the normal

retirement age of

60 years.

Limit is Rs.

56,56,854 for all

existing and new

employees of IDBI

Asset Management

Ltd. basic death

benefit 3 times of

CTC and

Accidental death

benefit equal to

basic sum assured

subject to

maximum Rs.

50,00,000/- as per

member schedule

SUM Insured : Rs.

50,44,47,539

Premium paid Rs.

3,65,047

4. IDBI Capital

Market

Services

Limited

Shri Kishor

P Kharat –

Chairman

Group

Company

Distribution

brokerage as per

board approved

Compensation

Structure.

Total paid during

FY 2015-16: Rs.

1,79,094

In ordinary

course of

business and at

competitive

price

5 IDBI Bank

Limited

Shri Kishor

P Kharat –

Chairman

Holding

Company

Distribution

brokerage as per

board approved

Compensation

Structure.

In ordinary

course of

business and at

competitive

price

IDBI ASSET MANAGEMENT LIMITED

CIN: U65100MH2010PLC199319

Registered Office: IDBI Tower,WTC Complex, Cuffe Parade, Mumbai 400 005

Corporate Office: 05th Floor, Mafatlal Centre, Nariman point, Mumbai 400 021

Tel: (022) 66442800, Fax: 66442801,

Website: www.idbimutual.co.in, Email: manesh.jiandani@idbimutual.co.in

Total paid during

FY 2015-16: Rs.

4,80,00,000/-

6 IDBI Bank

Limited

Shri Kishor

P Kharat –

Chairman

Holding

Company

Rent

IDBI AMC has

been provided

premises at 13

locations IDBI

AMC on leave and

Licence basis.

Office Space is

being provided

within the office

premises of IDBI

Bank.

Total paid during

FY 2015-16: Rs.

2,07,00,000/-

In ordinary

course of

business and at

competitive

price

7 IDBI Bank

Limited

Shri Kishor

P Kharat –

Chairman

Holding

Company

Salary of deputed

employees

Salary of

1) Shri S N Baheti

MD & CEO

2) Shri Manesh

Jiandani Company

Secretary

The salaries are

paid to employees

by IDBI Bank and

which is

reimbursed by

IDBI AMC.

In ordinary

course of

business and

IDBI Bank

salary

8 IDBI Bank

Limited

Shri Kishor

P Kharat –

Chairman

Holding

Company

Other Services

such as

1) To provide cash

management

services

CMS agreement

dated 19th March

2010, duration is in

perpetuity unless

terminated

in ordinary

course of

business and at

arm’s length

IDBI ASSET MANAGEMENT LIMITED

CIN: U65100MH2010PLC199319

Registered Office: IDBI Tower,WTC Complex, Cuffe Parade, Mumbai 400 005

Corporate Office: 05th Floor, Mafatlal Centre, Nariman point, Mumbai 400 021

Tel: (022) 66442800, Fax: 66442801,

Website: www.idbimutual.co.in, Email: manesh.jiandani@idbimutual.co.in

Flat charges of Rs.

25,000/- + Cheque

return charges of

Rs. 30/- per cheque

return + courier

charges of Rs.

400/- per pick up

point per month

within city limits

and at actual

outside city limits

2) Direct Debit

Facility

To collect

applications of SIP

from investors

along with

Authorization to

IDBI Bank to

directly debit the

account of the

investor for

monthly/quarterly

investment in

Mutual Fund

scheme of IDBI

MF

One time charge of

Rs. 10/- per

mandate

Ongoing charges of

Rs. 3/- per

transactions

Cancellation

charges of Rs. 10/-

per mandate/SI

3) Line of Credit

Facility of Rs. 1500

crore for IDBI MF

IDBI ASSET MANAGEMENT LIMITED

CIN: U65100MH2010PLC199319

Registered Office: IDBI Tower,WTC Complex, Cuffe Parade, Mumbai 400 005

Corporate Office: 05th Floor, Mafatlal Centre, Nariman point, Mumbai 400 021

Tel: (022) 66442800, Fax: 66442801,

Website: www.idbimutual.co.in, Email: manesh.jiandani@idbimutual.co.in

1) To provide a

facility to IDBI

Mutual Fund

(though IDBI

Asset

Management

Limited) of

providing credit

facility to meet

liquidity gap on

account of

redemptions of

debt and liquid

fund schemes.

Overdraft and

intra day

facility

Rate of Interest: at

BBR rate payable

monthly

Documentation and

out of pocket

charges at actual

Repayment on

Demand

2) In built CMS

intra day

Facility

To meet intra-day

mismatches

Rate of Interest:

MIBOR + 100bps

or BBR + 450 bps

whichever is higher

if it becomes intra

day

IDBI ASSET MANAGEMENT LIMITED

CIN: U65100MH2010PLC199319

Registered Office: IDBI Tower,WTC Complex, Cuffe Parade, Mumbai 400 005

Corporate Office: 05th Floor, Mafatlal Centre, Nariman point, Mumbai 400 021

Tel: (022) 66442800, Fax: 66442801,

Website: www.idbimutual.co.in, Email: manesh.jiandani@idbimutual.co.in

3) LER – Treasury

Limit

LER Limit of Rs.

10 lacs

Commission as

decided by IDBI

Treasury and

Documentation and

out of pocket

charges at actual

For the above

facility to pay IDBI

Bank Rs. 10 lacs

upfront with

applicable taxes

4) Other banking

services

provided from

time to time

including

NEFT, Demat

etc

9 IDBI MF

Trustee

Company

Limited

Group

Company

Scheme expenses

Investment

Manager to IDBI

Mutual Fund and

manage affairs and

operations of the

Fund. The

Company has

entered into an

Investment

Management

agreement with

IDBI AMC.

Scope of work

To manage the

In ordinary

course of

business

IDBI ASSET MANAGEMENT LIMITED

CIN: U65100MH2010PLC199319

Registered Office: IDBI Tower,WTC Complex, Cuffe Parade, Mumbai 400 005

Corporate Office: 05th Floor, Mafatlal Centre, Nariman point, Mumbai 400 021

Tel: (022) 66442800, Fax: 66442801,

Website: www.idbimutual.co.in, Email: manesh.jiandani@idbimutual.co.in

funds, ensure

compliance with

regulations and

accounting of

transactions of

schemes, formalize,

float and launch

new schemes with

approval of

Trustees, to issue

sell units of Mutual

fund, to invest in

securities as per

investment

objective on behalf

of Mutual Fund, to

declare and pay

dividend,

calculation of

NAV, appointment

of intermediaries

Scheme overlap

expenses

Secretarial &

accounting service

expenses:

Certain common

expenses incurred

by AMC such as

Rent, Electricity,

Maintenance

relating to Mumbai

office premises and

also a portion of

salary expenses for

the services

rendered by AMC.

Out of the above

common expenses

IDBI AMC charges

5% to MF Trustee

Co

IDBI ASSET MANAGEMENT LIMITED

CIN: U65100MH2010PLC199319

Registered Office: IDBI Tower,WTC Complex, Cuffe Parade, Mumbai 400 005

Corporate Office: 05th Floor, Mafatlal Centre, Nariman point, Mumbai 400 021

Tel: (022) 66442800, Fax: 66442801,

Website: www.idbimutual.co.in, Email: manesh.jiandani@idbimutual.co.in

The Services of

around 12 officials

are being used for

MF Trustee Co

related work as MF

Trustee Co. does

not have any

employee on its

roles. These AMC

officials take care

of the work relating

to secretarial

matters, conducting

of meetings, ROC

work, accounts/tax

matters, SEBI

compliance etc..

IDBI AMC is

charging 1% of

salary expenses

which would work

out to Rs. 12 lakh

p.a.

The above contracts or arrangements have been entered into by the Company in the ordinary

course of business and at competitive rates. The contracts referred to above are existing contracts

and are continuing in nature.

IDBI Asset Management Limited has in pipeline the following contracts to be entered with the

related parties

A B C D E

Sr.

no

Name of

party

Name of

Director or

Key

Managerial

Personnel

who is

related of

any

Nature of

Relationship

Nature, material

terms, monetary

value and

particulars of the

contract or

arrangement

Whether in

ordinary

course of

business and at

arms length

price

1

IDBI Bank

Limited

Shri Kishor

P Kharat –

Chairman

Holding

Company

IDBI Bank has in

co-ordination with

IDBI AMC has

launched a Reward

No

IDBI ASSET MANAGEMENT LIMITED

CIN: U65100MH2010PLC199319

Registered Office: IDBI Tower,WTC Complex, Cuffe Parade, Mumbai 400 005

Corporate Office: 05th Floor, Mafatlal Centre, Nariman point, Mumbai 400 021

Tel: (022) 66442800, Fax: 66442801,

Website: www.idbimutual.co.in, Email: manesh.jiandani@idbimutual.co.in

and Recognition

programme for

their NISM

Certified Branch

employees, Branch

Heads and

Regional Heads for

FY 2016-17 titled

as “Gurukul

Learning

Programme”. This

programme has

been launched on

10

th

June 2016 till

31

st

March 2017.

1) Qualification

norms:

a. Eligible

Scheme: IDBI

Top 100 Equity

Fund, IDBI

Diversified

Equity Fund,

IDBI Equity

Advantage

Fund and any

other launch of

actively

managed

Equity fund

during the FY

2016-17.

b. Identification

of branch staff

for eligbility,

as per their

employee code

mentioned in

sub-Agent

code / Branch

Code of the

Application.

IDBI ASSET MANAGEMENT LIMITED

CIN: U65100MH2010PLC199319

Registered Office: IDBI Tower,WTC Complex, Cuffe Parade, Mumbai 400 005

Corporate Office: 05th Floor, Mafatlal Centre, Nariman point, Mumbai 400 021

Tel: (022) 66442800, Fax: 66442801,

Website: www.idbimutual.co.in, Email: manesh.jiandani@idbimutual.co.in

c. Branches to

quote EUIN

number on the

form.

d. To be eligible

employee has

to qualify in

both the

criteria’s as

given in

Annexure –I.

e. Only first

installment of

SIP will be

counted in

lumpsum

criteria

f. SIP mobilized

should have a

minimum

period of 3

years, with

minimum SIP

amount of Rs.

1000/-

g. All staff in this

campaign to be

NISM

Certified

h. For Lumpsum

the fund should

remain

invested for

atleast 12

months, in the

above

mentioned

eligible

schemes.

i. No switch-in

within equity

scheme will be

allowed.

IDBI ASSET MANAGEMENT LIMITED

CIN: U65100MH2010PLC199319

Registered Office: IDBI Tower,WTC Complex, Cuffe Parade, Mumbai 400 005

Corporate Office: 05th Floor, Mafatlal Centre, Nariman point, Mumbai 400 021

Tel: (022) 66442800, Fax: 66442801,

Website: www.idbimutual.co.in, Email: manesh.jiandani@idbimutual.co.in

j. Switch-in only

from IDBI

Liquid Fund,

IDBI Ultra

Short Term

Fund and IDBI

Short Term

Fund is

allowed into

actively

managed

equity schemes

or any other

fund notified

by IDBI AMC

k. Contest is

based on Net

sales model.

Any interim

redemptions

during the

contest period

will have

negative credit

towards

mobilization

Based on the

qualitfication

criteria as defined

by IDBI Bank in

consultation with

IDBI AMC, the

IDBI AMC shall be

rewarding the

branch staff,

Branch Heads and

Regional Heads by

nominating for a

education

programme based

on their qualifying

criteria as per

IDBI ASSET MANAGEMENT LIMITED

CIN: U65100MH2010PLC199319

Registered Office: IDBI Tower,WTC Complex, Cuffe Parade, Mumbai 400 005

Corporate Office: 05th Floor, Mafatlal Centre, Nariman point, Mumbai 400 021

Tel: (022) 66442800, Fax: 66442801,

Website: www.idbimutual.co.in, Email: manesh.jiandani@idbimutual.co.in

above levels. IDBI

Bank shall

recognize their

branch staff,

Branch Heads and

Regional Heads

based on their

qualifying criteria

as per above levels.

Since the current Turnover of the Company as on 31st March 2016 is Rs. 47,16,48,731 and the

net worth as on 31

st

March 2016 is Rs. 96,90,05,974, the value of certain existing contracts

exceed the limits provided under Section 188 read with rule 15 of Companies (Meetings of the

Board and its Powers) Rules 2014 as amended by MCA circular no GSR 590(E) dated 14

th

August 2014.

The Company was not required to seek approval of the shareholders under the erstwhile

Companies Act 1956 for contracts entered into ordinary course of business. However, with the

applicability of the new Companies Act 2013 w.e.f. 01

st

April 2014 such contracts come under

purview of the Related Party Transactions and require approval of the shareholders on and from

the Financial year 2014-15 in terms of the limits prescribed under the rules as a percentage of

networth/Turnover of the Company.

Hence, It is proposed to the members to authorize the ACB/Board of the Company to approve

the proposals for entering into further contracts as may be required and to authorize the Board of

Directors with powers to enter into contracts for a value not exceeding Rs. 10 crore for each such

contract or arrangement which whether in ordinary course of business or not and/or at arm’s

length or not and to do all such acts, deeds, matters and things and execute such deeds,

documents and agreements, as they may, in their absolute discretion, deem necessary including

sub delegating the authority to a Committee of Directors and/or to authorize MD & CEO or any

other Director as it may deem fir to enter into such contracts and arrangements with prior

approval of the board.

The extent of interest and concern of the Directors and Key Managerial Personnel of the

Company and their relatives, financial or otherwise, in the resolution set out at Item No. 5 have

been disclosed above

Item no 6: Shri Kishor Piraji Kharat (07266945) was appointed as Additional Director w.e.f

October 28, 2015, on advise from IDBI Bank Limited, by the Board and was elected as

Chairman w.e.f. December 30, 2015 on approval of amendment in the Article 173 of the Articles

of Association of the Company in the EGM held on December 30, 2015.

IDBI ASSET MANAGEMENT LIMITED

CIN: U65100MH2010PLC199319

Registered Office: IDBI Tower,WTC Complex, Cuffe Parade, Mumbai 400 005

Corporate Office: 05th Floor, Mafatlal Centre, Nariman point, Mumbai 400 021

Tel: (022) 66442800, Fax: 66442801,

Website: www.idbimutual.co.in, Email: manesh.jiandani@idbimutual.co.in

The amended Articles of Association of the Company under article no 173 reads as under

“Article 173

“The Chairman of the Board shall be the Chairman/ MD & CEO of the IDBI Bank Limited as

may be nominated from time to time.”

Though the intention for the above amendment was to appoint Shri Kishor Piraji Kharat

(07266945) as Chairman of the Board by including MD & CEO apart from Chairman in the

above clause and facilitate the Company to appoint a director as Chairman of the Board as per

nominations given by IDBI Bank from time to time.

However, it was felt that the above amended clause could be interpreted otherwise, hence to

provide more clarity to the actual process, the above clause is being revised and substituted with

the below clause

“Article 173

“The Chairman or MD & CEO of the IDBI Bank Limited, as may be nominated from time to

time by IDBI Bank Limited, shall be the Chairman of the Board.”

The Company needs to amend the above Article with the approval of the shareholders so as to

include MD & CEO apart from Chairman and facilitate the Company to appoint a director as

Chairman of the Board as per nominations given by IDBI Bank from time to time.

It is therefore proposed to pass the Special Resolution contained under Item No.6 of the Notice

for amending the Articles of Association providing for the above in terms of Section 14 of the

Companies Act, 2013.

It may be mentioned that no Director or Key Managerial Personnel of IDBI AMC or their

relative is, whether directly or indirectly, concerned or interested, financial or otherwise, in the

passing of aforesaid Special Resolution.

IDBI ASSET MANAGEMENT LIMITED

CIN: U65100MH2010PLC199319

Registered Office: IDBI Tower,WTC Complex, Cuffe Parade, Mumbai 400 005

Corporate Office: 05th Floor, Mafatlal Centre, Nariman point, Mumbai 400 021

Tel: (022) 66442800, Fax: 66442801,

Website: www.idbimutual.co.in, Email: manesh.jiandani@idbimutual.co.in

Route map for the venue of AGM (from Churchgate Station)

Route map for the venue of AGM (from CST Station)

1

DIRECTOR’S REPORT

The Directors take immense pleasure in presenting the Sixth Annual Report on the business and

operations of the Company together with the Audited Financial Statements along with the Report

of Auditors for the Financial Year ended March 31, 2016

.

I. FINANCIAL SUMMARY AND HIGHLIGHTS

During the year 2015-16, total income of IAML was Rs. 47.16 crores as compared to 29.92 crores

during FY 2014-15.

The Company’s Financial Performance for the Financial Year 2015-16 are summarized

below

(Rs in crores)

PARTICULARS

2015 – 16 2014 - 15

Total Income

47.16

29.92

Profit/(Loss) before Tax

(5.47)

(21.77)

Less : Deferred Tax

9.22

(1.04)

Profit/(Loss) after Taxes (PAT)

3.47

(20.73)

Balance brought forward from earlier period/Loss

(106.31)

(85.58)

Amount available for Appropriation

Nil

Balance/(Loss) to be carried forward

(102.83)

(106.31)

Net worth

96.90

91.97

II. STATE OF THE COMPANY’S AFFAIRS

IDBI Asset Management Limited (IAMC) was incorporated in the year 2010 with the principal

activity to act as Investment manager to IDBI Mutual Fund. The company aims to promote

financial inclusion by assisting common man in making informed investment choices through

mutual funds.

IAML currently manages 16 schemes including two passive equity, four active equity, six debt,

one Gold ETF, one FOF (Gold), one gilt and one liquid scheme. F.Y 15-16 is the sixth year of

operation. The Average Assets under Management (AAUM) for the FY 15 -16 is Rs 6,835 crores.

The highest AUM managed during the year was Rs 8,402 crore.

AMC’s revenue from operations has grown up from Rs 26.20 crore (FY 14-15) to Rs.39.74 crore

(FY 15-16) i.e an increase of 52%. Also there is significant growth of other income from Rs 3.72

crore (FY 14-15) to Rs.7.79 crore (FY 15-16). Net management fee (gross management fee

charged to the schemes less payment made to the distributors and other direct business expenses)

for the FY 2015-16 was Rs. 13.54 crore as compared to a negative of Rs.52 lakhs during previous

FY 2014-15. IAML had incurred net losses to the tune of Rs 20.73 crore during FY 2015 and has

registered a profit after tax of Rs. 3.47 crore in FY 2016. We have pursued a policy for

2

aggressively increasing the actively managed equity funds AUM which turn out to be more

profitable assets over a period of time and also add to the enterprise value. The Accumulated losses

as at March 31, 2016 stood at Rs. 102.83 crores

IDBI AML will be focusing on AUM growth and profitability by strengthening IDBI MF presence

in T-15 cities, activating of OBST channel of IDBI Bank ,activating online channels and moving to

paperless transactions, having Bank & MF software integration, increasing Mutual Fund

transaction through IDBI Net banking, focusing on 500 business potential branches, renewing

tapping of retail customers for SIP business, deepening corporate client relationships for AUM and

payroll SIP and using IDBI bank ATMs, Website and E-lounges for transaction and product brand

building and visibility.

Net management fee (gross management fee charged to the schemes less payment made to the

distributors and other direct business expenses) for the FY 2015-16 was Rs.1,354 lakh as

compared to a negative to the extent of Rs.52 lakh during previous FY 2014-15 due to the increase

in upfront payments incurred for moblising actively managed equity funds, AUM of which has

increased from Rs.142 crore average for March 2014 to Rs.672 crore for March 2015.

The AMC incurred net profit after tax of Rs. 3.47 crore during FY 2016 as compared to net loss of

Rs.20.73 crore during FY 2015.

Business Environment

The global economy in FY 2015-16 showed a modest recovery, primarily led by the US. This

prompted the Fed to announce the first rate hike of 25bps after seven years of accommodative

monetary policy. The Euro zone on the other hand continued with its monetary easing programme,

in order to provide a further fillip to the weak recovery seen in the region. Japan has also

intensified its monetary expansion programme in order to boost inflation and economic growth.

The Indian economy started FY2015-16 on a positive note with a better than expected GDP

projection of 8.5%, based on a new series, and a much awaited rate cut of 25bps just before the

start of the financial year. The positive outlook did not last, as early predictions of a weak

monsoon for the second consecutive year dampened sentiments. Crop losses arising out of the

unseasonal rainfall and hailstorms also added to the concerns. However, these concerns did not

significantly dent growth during the year, as the country was aided by falling oil and other

commodity prices, which helped the Government lower its subsidy bill, thereby achieving the

fiscal deficit target, and also helped improve corporate margins.

India’s GDP grew at a healthy 7.6% in FY16, up from 7.2% a year ago. The full-year growth was

fuelled by a 7.9% growth rate in the fourth quarter of FY16. The fourth quarter GDP growth rate

was in fact the fastest in the world for that quarter thus giving a clear indication that the economy

3

is slowly but surely on a recovery path. Agriculture grew by 1.2%, manufacturing by 9.3% and

financial sector by 10.3% in FY16. The government has pegged growth in FY17 at 7-7.75%. The

CPI for FY16 was at 5.18% down from 5.25% in FY15, while WPI for the year was at -0.91%

compared to -2.33% at the end of FY15. During FY16, RBI reduced rates (both repo and reverse

repo) by 75bps while the statutory liquidity ratio (SLR) was kept unchanged at 21.5%.

India also managed to meet its fiscal deficit target at 3.9% of GDP for FY16, aided primarily by

lower oil and commodity prices. This was a significant improvement over 4.1% in FY15 and 4.7%

in FY14. For FY17, the government has set a fiscal deficit target of 3.5% of GDP. India’s current

account deficit for FY16 is also expected to have shrunk to ~1% of GDP in FY16 compared to a

deficit of 1.3% of GDP in fiscal 2015. India’s trade deficit also narrowed to $118.5bn for the fiscal

2016 compared to $137.95 bn in the previous year helped mainly by lower oil prices.

The government, in its second year, continued with its goal to bring about a quick and concrete

turn-around in the economy. The government launched a number of schemes like UDAY, Make in

India and Start up India, among others, in order to provide a boost to manufacturing, attract

investments and revive the distressed state electricity boards. The Union Budget of 2016 was also

oriented towards enhancing infrastructure growth in the country.

Foreign Institutional Investors (FIIs) were net sellers in FY16 of $2.5 billion versus being net

buyers of ~$2.7 billion in fiscal 2015. There was a net outflow of $2 billion in equity markets and

$0.5billion in debt markets during the year. The rupee depreciated by 6% during the year, from

Rs.62.49 per US dollar to Rs. 66.25 per US dollar, partly owing to a strengthening of the US dollar

against major currencies

Mutual Fund Industry

The mutual fund industry witnessed another year of growth with the overall Asset Under

Management has grown from Rs.10,82,757 crores as at end March 2015 to Rs.12,32,824 crore as

of March 31, 2016, registering a growth of around 14%. The industry witnessed a new milestone

when the assets under management crossed Rs. 13,00,000 Crores during the year. The industry

witnessed healthy net inflows into equity oriented and balanced schemes to the tune of more than

Rs.93,700 Crores and addition of more than 47 lakh folios. Retail participation in mutual fund

products saw a healthy rise during the FY with the retail AUM around 50% of total AUM of the

industry at Rs. 622,000 Crores.

The year 2015-16 witnessed credit crisis in the economy. Considering the same, SEBI tightened

investment norms for debt and liquid funds. It rationalised a few investments based on credit

rating of issuers. In addition, SEBI increased disclosure requirements in relation to brokerages and

commission.

4

Change in the nature of Business if any

Your Company was incorporated with the principal activity to act as Investment manager to IDBI

Mutual Fund vide Investment Management Agreement dated 20

th

February 2010 entered into by

IDBI MF Trustee Company Limited (Trustees to IDBI Mutual Fund). Your Company has carried

on the same business activity during the Financial Year 2015 -16.

III. Compliance with Net worth Requirements

SEBI had, vide its circular dated May 06, 2014, revised the minimum net worth criteria for Mutual

Funds from Rs. 10 Crores to Rs. 50 Crores by amending the relevant Regulation 21 of SEBI (MF)

Regulations, 1996.

Your Company complies with the minimum net worth requirements of Rs. 50 Crore as prescribed

by SEBI. The net worth of your Company for the year ended March 31, 2016 was Rs. 96.90

Crores.

IV. TRANSFER TO RESERVE AND DIVIDEND

During the current year, there being losses before tax, the Company has not transferred any amount

to General Reserve and has decided not to declare any dividend for the year.

V. FOREIGN EXCHANGE EARNINGS AND OUTGO

During the Financial Year under review, your Company has incurred expense in foreign exchange

to the tune of Rs. 3,32,530/- towards overseas travelling expenses.

VI. MATERIAL CHANGES AND COMMITMENTS IF ANY, AFFECTING THE FINANCIAL

POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE

FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS

RELATE AND THE DATE OF THE REPORT

The financials of your Company are audited and adopted in the month of April each year so as to

facilitate IDBI Bank Limited, Holding Company (shareholding 66.67%) and IDBI Capital Market

Services & Securities Limited (Formerly known as IDBI Capital Market Services Ltd)

(CIN

U65990MH1993GOI075578) (shareholding 33.33%) in consolidation of financials of IDBI AMC

with that of their financials. While the Financials of the IDBI MF Schemes are audited and adopted

in the month of June each year so as to provide the Annual report along with financials to the unit

holders of the schemes latest by 31st July each year, as per SEBI mandate. IDBI AMC receives

Management fees from IDBI MF Schemes at a predefined rate and frequency from IDBI MF

schemes as per the SEBI Regulations and Investment Management Agreement dated 26

th

February

2010 entered into with IDBI MF Trustee Company Limited.

5

During the FY 2015-16, while finalizing the IDBI MF Scheme accounts, a difference in

management fees as per the Books of AMC (IDBI Asset Management Ltd) and as per the scheme

books (IDBI Mutual Fund Schemes) to the tune of Rs.1,78 879/- was identified. While the

difference of Rs 1,12,616/- out of Rs.1,78 879/- was on account of past year adjustment done by

the statutory auditor of the Mutual Fund Schemes after the books of AMC has been finalised and

adopted by the Board of IDBI AMC and the difference of Rs 66,263/- was on account of shortfall

in one of the scheme arising while rounding off difference of NAV, i.e. IDBI REGGS scheme at

the time of maturity. As rectificatory measure IDBI AMC has paid less amount of Management

Fees to the tune of Rs. 1,12,616/- in FY 2015-16, since, the same was paid in FY 2014-15. Since,

difference of amount of Rs. 66,263/- was on account of shortfall in one of the scheme arising while

rounding off difference of NAV, i.e. IDBI REGGS scheme, no amount has been paid to IDBI

AMC.

As a way forward to avoid such differences to occur in future, an audit of IDBI MF Schemes

would be conducted by the Statutory Auditor of IDBI MF Schemes with respect to the

Management fees paid to IDBI AMC, during the said FY, before the Close of the Accounts of

IDBI AMC so as to ensure reconciled figures between the two accounts.

No other material changes and commitments have occurred after the close of the year till the date

of this Report, which affect the financial position of the Company.

VII. BOARD OF DIRECTORS

Your Company’s Board of Directors is broad-based and its constitution is governed by the

provisions of SEBI (MF) Regulations 1996 as amended from time to time, the Companies Act

2013 as amended or re-enacted and then in force and the Articles of Association of your Company.

The Board functions directly as well as through various Board-level Committees constituted to

provide focused governance in your Company’s important functional areas.

The Ministry of Corporate Affairs, Government of India, has included various provisions under the

Companies Act, 2013 relating to composition of the Board of Directors and Committees of Indian

companies. Your Company complies with the composition requirements with respect to Board of

Directors and Committees.

As on March 31, 2016, the Board comprised of seven Directors, comprising the Chairman of the

Board, Managing Director & CEO (MD & CEO), One Nominee Director and four Independent

Directors (including one women director). The present strength of seven directors on the Board, as

against constitution for the maximum strength of 12 directors provided for under Article 171(a),

172, 174, 175, 177 and 179 meets the requirement of Article 170(a) of the Articles of Association.

No Director, KMP or their relatives are related to any other Director/KMP on the Board.

Board of Directors:

S

No

Name of the Director Particulars

Appointed w.e.f.

(date)

6

S

No

Name of the Director Particulars

Appointed w.e.f.

(date)

1

Shri Kishor Piraji Kharat

(DIN: 07266945)

Chairman &

Director

28/10/2015

2

Shri Venkatesh

Narasinganallore

Srinivasan (DIN

01893686)

Associate

Director

14/05/2015

3

Shri Jayant Narayan

Godbole

(DIN: 00056830)

Independent

Director

27/06/2014*

4

Lt. Gen. (Dr.) Mukesh

Sabharwal (Retd.)

(DIN:

05155598)

Independent

Director

27/06/2014*

5

Ms Geeta Pursappa

Shetti

(DIN: 02948958)

Independent

Director

24/08/2015**

6

Shri Annavarapu Venkat

Rammurty (DIN:

00050455)

Independent

Director

24/08/2015**

7

Shri Satya Narayan

Ramdeo Baheti (

DIN:

00136476)

MD & CEO

09/05/2014

* Re-appointed for a period of 5 years as per Companies act 2013

** Appointed as Independent Director for a period of 5 years in the 5

th

AGM heldon

24/08/2015

Key Managerial Personnel (KMPs):

S No Name of the Director

Particulars

Appointed w.e.f.

(date)

1

CS Manesh G

Jiandani (FCS 7360)

Company

Secretary

30/04/2013

2

CA Amit R Bhavsar

(FCA 108590)

Chief

Financial

Officer

24/09/2015

During the year under review, the following changes took place in the Board of Directors and

Key Managerial Persons of the Company:

Board of Directors:

S No Name of the Director

Particulars

Appointed w.e.f.

(date)

Resigned w.e.f.

(date)

1

Shri Raghavan

Mukkur Srinivasan

(DIN: 05236790)

Chairman 12/07/2013 30/06/2015*

2

Shri Srinivasan

Kothandaraman

Vaidyanathan

Associate

Director

23/08/2013 23/04/2015**

7

S No Name of the Director

Particulars

Appointed w.e.f.

(date)

Resigned w.e.f.

(date)

Srinivasan (DIN:

02564527)

3

Shri Kishor Piraji

Kharat (DIN:

07266945)

Chairman &

Director

28/10/2015

NA

4

Shri Venkatesh

Narasinganallore

Srinivasan (DIN

01893686)

Associate

Director

14/05/2015

NA

5

Shri Annavarapu

Venkat Rammurty

(DIN: 00050455)

Independent

Director

24/08/2015***

NA

6

Ms Geeta Pursappa

Shetti

(DIN: 02948958)

Independent

Director

24/08/2015****

NA

* Attained superannuation from IDBI Bank Limited w.e.f. 30/06/2015.

** Withdrawal of Nomination by IDBI Bank Limited w.e.f. 23/04/2015.

*** Appointed as Independent Director in the 5

th

AGM held on 24/08/2015.

**** Appointed as Independent Director in the 5

th

AGM held on 24/08/2015

Key Managerial Persons:

S No Name of the Director

Particulars

Appointed w.e.f.

(date)

Resigned w.e.f.

(date)

1

CA Anil Dhawan

(FCA 096911)

Chief

Financial

Officer

29/09/2014 31/07/2015*

2

CA Amit R Bhavsar

(FCA 108590)

Chief

Financial

Officer

24/09/2015**

NA

* Resigned as KMP w.e.f. 31/07/2015 in view of repatriation to IDBI Bank Limited.

**Appointed and Designated as KMP w.e.f. 24/09/2015.

Changes in the Board during the year, by change of nominees, appointment of additional

directors, death, resignation or any other reason-

Appointments:

Consequent to nomination by IDBI Bank Limited, the Board of Directors approved the

appointment of Shri Kishor Piraji Kharat (DIN: 07266945) as Additional Director w.e.f 28

th

October 2015 and was elected as Chairman of the Board w.e.f. December 30, 2015 on approval of

amendment in the Articles of Association of your Company in the EGM held on December 30,

2015. The Director holds office up to the date of the forthcoming Annual General Meeting of the

Company and is eligible for appointment as Director.

8

The Board of Directors of your Company are of the opinion that the director is eligible for being

confirmed as a Director in terms of Section 161 of the Companies Act 2013. Your Directors seeks

appointment of Shri Kishor Piraji Kharat (DIN: 07266945) as Director and as Chairman of the

Board. Details of the proposal for appointment of Shri Kishor Piraji Kharat (DIN: 07266945) is

mentioned in the Explanatory Statement under Section 102 of the Companies Act, 2013 of the

Notice of the 6th Annual General Meeting.

Change of Nominees:

Consequent to attaining superannuation from IDBI Bank Limited, Shri Raghavan Mukkur

Srinivasan (DIN: 05236790)resigned as Chairman and Director from the Board of IDBI AMC

w.e.f. 30th June 2015. In his place IDBI Bank Limited vide its letter no 194/S&AIC/IAML dated

August 24, 2015 advised appointment of Shri Kishor Piraji Kharat (07266945) as Additional

Director on the Board of IDBI AML. Shri Kishor Piraji Kharat (07266945) was elected as

Chairman of the Board w.e.f. December 30, 2015 on approval of amendment in the Articles of

Association of your Company in the EGM held on December 30, 2015

Consequent to change of nomination by Parent Company IDBI Bank Limited vide their Letter no

22/SAIC/Nominee Dated April 23, 2015 Shri Srinivasan Kothandaraman Vaidyanathan Srinivasan

(DIN: 02564527) resigned as Director of the Company w.e.f. 23rd April 2015 and in his place

IDBI Bank Limited had proposed to nominate Shri Venkatesh Narasinganallore Srinivasan (DIN

01893686). Shri Venkatesh Narasinganallore Srinivasan (DIN 01893686) was confirmed as

Director in the 5th AGM of IDBI AMC held on August 24, 2015.

The Board placed on record its appreciation for the valuable services rendered by Shri Raghavan

Mukkur Srinivasan (DIN: 05236790) and Shri Srinivasan Kothandaraman Vaidyanathan

Srinivasan (DIN: 02564527).

Appointment of Independent Directors at 5

th

AGM held on 24

th

August 2015

The Board of Directors had appointed Ms Geeta Pursappa Shetti (DIN: 02948958) and Shri.

Annavarapu Venkat Rammurty (DIN: 00050455) as Additional Directors w.e.f. 12th February

2015 and 20th April 2015 respectively. Ms Geeta Pursappa Shetti (DIN: 02948958) and Shri.

Annavarapu Venkat Rammurty (DIN: 00050455) were appointed as Independent Directors for a

period upto 11

th

February 2020 and 19

th

April 2020 respectively in the 5

th

AGM of the Company

held on August 24, 2015.

Woman Director-

In terms of the provisions of Section 149 of the Companies Act, 2013, a Company shall have at

least one Woman Director on the Board of the Company. Your Company has appointed Ms Geeta

Pursappa Shetti (DIN: 02948958) as Additional Independent Director on the Board of the

Company w.e.f. February 12, 2015 and appointed as Independent Director in the 5

th

AGM held on

24/08/2015 .

9

Changes in Board, by change of nominees, after the end of Financial Year-

In view of the resignation of Shri Venkatesh Narasinganallore Srinivasan (DIN: 01893686) as

Executive Director of IDBI Bank and consequent withdrawal of nomination of Shri Venkatesh

Narasinganallore Srinivasan (DIN: 01893686) as nominee Director by IDBI Bank Limited vide

their Letter no 82/SAIC/Nominee/IAML Dated July 14, 2016, the Board of Directors had by way

of circular resolution appointed Shri Abhay Bongirwar (DIN:

00660262

) as Additional Nominee

Director, w.e.f. 30/07/2016, nominated by IDBI Bank vide their above referred Letter. The

Director holds office up to the date of the forthcoming Annual General Meeting of the Company

and is eligible for being confirmed as a Director in terms of Section 161 of the Companies Act

2013.

IDBI Bank Ltd. has vide letter no 6645/Nominee dated August 12, 2016 withdrawn nomination of

Shri Satyanarayan Ramdeo Baheti (00136476) as MD & CEO by IDBI Bank Limited. The Board

of Directors had in their Board meeting held on August 26, 2016 has appointed Shri Dilip Kumar

Mandal (03313130) as Additional Nominee Director and also entrusted him with the powers of

management by appointing him as Managing Director & CEO, w.e.f. August 22, 2016, nominated

by IDBI Bank vide their above referred Letter. The Director holds office up to the date of the

forthcoming Annual General Meeting of the Company and is eligible for being confirmed as a

Director and as MD & CEO in terms of Section 161 of the Companies Act 2013.

Retirement by Rotation:

The Board of the Company comprises of 7 directors of which 4 directors are Independent Directors

as on the date of the AGM. According to the provisions of the Companies Act, 2013; out of

remaining 3 (i.e Chairman, MD & CEO and the Associate Director), 1 director is liable to retire by

rotation. As per the Articles of your company, the Chairman and the MD&CEO are not liable to

retire by rotation. Further, Nomination of Shri Venkatesh Narasinganallore Srinivasan (DIN:

01893686) Director has been withdrawn w.e.f. 30

th

June 2016. Shri Abhay Bongirwar has been

nominated by IDBI Bank Limited on the Board of IDBI AMC and has been appointed w.e.f. 30

th

July 2016. In view of the same your Company has no director who has been longest in the office

and liable to retire by rotation under section 152(6)(a) of the Companies Act, 2013.

KEY MANAGERIAL PERSONNEL

During the year under review, CA Anil Dhawan (FCA 096911) resigned from the post of the CFO

of the Company w.e.f. 31

st

July 2015 in view of repatriation to IDBI Bank Limited . The Board

placed on record its appreciation for the valuable services rendered by CA Anil Dhawan (FCA

096911).

The Board of Directors based on the recommendations of the Nomination & Remuneration

Committee, appointed CA Amit Radheshyam Bhavsar (FCA 108590) as the new Chief Financial

Officer of the Company w.e.f. 24

th

September 2015. CA Amit Radheshyam Bhavsar (FCA

10

108590)has experience of more than a decade with various Asset Management Companies (AMC),

Insurance Company and Financial Institutions. Prior to joining, IDBI Asset Management Limited,

he was associated with SBI Funds Management Pvt. Ltd. for 7 years. He has also been associated

with LIC Nomura Mutual Fund, SBI Life Insurance Co. Ltd. and Corporation Bank. He has rich

experience in the fields of Banking, Treasury Operations, and also in equity and debt market

research.

VIII. BOARD MEETINGS HELD DURING THE YEAR

Seven Board Meetings were held during the financial year ending 31

st

March 2016 under review-

Dates on which Board Meetings were

held

Total strength of the

Board

Director’s present

April 20, 2015 7 7

June 27, 2015 7 5

July 30 ,2015 6* 6

August 24, 2015 6* 6

October 28, 2015 7 5

December 30, 2015 7 7

February 24, 2016 7 7

*With the resignation of Shri Raghavan Mukkur Srinivasan (DIN: 05236790) as Chairman and

Director in view of attaining superannuation from IDBI Bank Limited w.e.f. 30

th

June 2015, the

composition of Board had fallen below to 6 members until appointment of Shri Kishor Piraji

Kharat (DIN: 07266945) as Additional Director w.e.f. 28/10/2015. However your Company has

complied with the provisions of Companies Act 2013 as well as SEBI (MF) Regulations 1996

during the year 2015-16 with respect to the composition of the Board.

ATTENDANCE OF DIRECTORS AT BOARD MEETINGS

Name of the

Director

Attendance at the Board Meeting held on

April

20,

2015

June

27,

2015

July 30

,2015

August

24,

2015

October

28, 2015

Decemb

er 30,

2015

February

24, 2016

Shri

Raghavan

Mukkur

Srinivasan

,

Chairman

(DIN:

05236790)

 NA NA NA NA NA NA

Shri Kishor

P Kharat

NA NA NA NA   

11

(DIN:

07266945)

Shri

Srinivasan

Kothandara

man

Vaidyanath

an

Srinivasan

,

Associate

Director

(DIN:

02564527)

 NA NA NA NA NA

NA

Shri

Venkatesh

Narasingan

allore

Srinivasan

(DIN

01893686)

NA      

Lt. Gen.

(Dr.)

Mukesh

Sabharwal

(Retd.)

,

Independent

Director

(Retd.)

(DIN:

05155598)

 Leave

of

Absenc

e

  Leave of

Absence

 

Shri Jayant

Narayan

Godbole

,

Independent

Director

(DIN:

00056830)

    Leave of

Absence

 

Shri Satya

Narayan

Ramdeo

Baheti

,

MD & CEO

(DIN:

00136476)

      

Ms Geeta

Pursappa

Shetti

,

Independent

      

12

IX. AUDIT COMMITTEE OF THE BOARD

:

The Audit Committee acts as a link between the Auditors and the Board of Directors. Its purpose is

to assist the Board in fulfilling its oversight responsibilities of monitoring financial reporting

processes, reviewing the Company’s established systems and processes for Internal Financial

Controls, governance and reviewing the Company’s statutory and internal audit activities, review

and approval of all Related Party Transactions and performs its functions as per Section 177 of the

Companies Act 2013

.

An Independent Director chairs the Audit Committee and the Committee

comprises of Independent Directors only.

The Composition of the Audit Committee of your Company as on 31

st

March 2016 was

S No Name of the Director

Particulars

Appointed w.e.f.

(date)

1

Ms Geeta Pursappa

Shetti

(DIN: 02948958)

Independent

Director

(Chairperson)

12/02/2015**

2

Shri Jayant Narayan

Godbole

(DIN:

00056830)

Independent

Director

27/06/2014*

3

Lt. Gen. (Dr.)

Mukesh Sabharwal

(Retd.)

(DIN:

05155598)

Independent

Director

27/06/2014*

4

Shri Annavarapu

Venkat Rammurty

(DIN: 00050455)

Independent

Director

20/04/2015**

*Appointed afresh for a period of five years at the 4

th

AGM held on 27/06/2014 in compliance

with section 149 of the Companies Act 2013.

** Appointed for a period of five years from their respective date of appointment at the 5

th

AGM

held on 24/08/2015 in compliance with section 149 of the Companies Act 2013.

During the year under review, the following changes took place in the Audit Committee:

Director

(DIN:

02948958)

Shri

Annavarap

u Venkat

Rammurty

(DIN:

00050455)

      

13

S No Name of the Director

Particulars

Appointed w.e.f.

(date)

Resigned w.e.f.

(date)

1

Shri Annavarapu

Venkat Rammurty

(DIN: 00050455)

Independent

Director

20/04/2015

NA

The Committee met seven times during the financial year ending 31

st

March 2016 under review-

Dates on which Audit Committee

Meetings were held

Total strength of the

Committee

Director’s present

April 20, 2015 3 3

June 27, 2015 4 3

July 30 ,2015 4 4

August 24, 2015 4 4

October 28, 2015 4 4

December 30, 2015 4 4

February 24, 2016 4 4

ATTENDANCE OF DIRECTORS AT AUDIT COMMITTEE MEETINGS

Name of the

Director

Attendance at the Audit Committee

Meeting held on

April

20,

2015

June 27,

2015

July 30

,2015

August

24, 2015

October

28, 2015

Decembe

r 30,

2015

February

24, 2016

Ms Geeta

Pursappa Shetti

(DIN: 02948958)

      

Shri Jayant

Narayan Godbole

(DIN: 00056830)

      

Lt. Gen. (Dr.)

Mukesh

Sabharwal (Retd.)

(DIN: 05155598)

 Leave of

Absence

    

Shri Annavarapu

Venkat

Rammurty

(DIN:

00050455)

NA      

14

(appointed w.e.f

April 20, 2015)

Vigil Mechanism

The Vigil Mechanism of the Company, which also incorporates the whistle blower policy, was

adopted by the Board of IDBI AMC in its meeting held on June 27, 2014 and was last reviewed in

the meeting held on April 21, 2016. A Vigilance Officer at the senior level has been appointed who

shall oversee the Vigil Mechanism of the Company and report any Protected Disclosure made to

him to the Audit Committee. Protected disclosures can be made by a whistle blower through an e-

mail vi[email protected] or a letter to the Vigilance Officer or to the Chairman of the

Audit Committee. The Policy on vigil mechanism and whistle blower policy may be accessed on

the Company’s website at the link:

http://www.idbimutual.co.in/pdf/WHISTLE%20BLOWER%20POLICY%20AMC_4may2016201

6May413557.pdf

X. OTHER COMMITTEES

a. Nomination & Remuneration Committee:

In terms of the provisions of Companies Act, 2013, it is mandatory for your Company to

constitute a Nomination & Remuneration Committee (N&RC) to cater to the requirements of

the nomination of Directors, KMP, etc. and remuneration related matters of the Directors,

KMPs and Employees, etc. Therefore, the Board at its meeting held on April 9, 2014 has

constituted the Nomination & Remuneration Committee (N&RC). The Company has devised

and adopted policies for Appointment and Remuneration being, (a) Director’s Appointment

and Evaluation Policy and (b) Nomination and Remuneration Policy with the approval of the

N&RC and Board. The said policies were approved by the Board in its meeting held on

August 25, 2014 and were last reviewed on December 30, 2015 and August 24, 2015

respectively

As on March 31, 2016, the Nomination & Remuneration Committee comprised five members

as under-

S No Name of the Director Particulars

Appointed

w.e.f. (date)

1

Shri Jayant Narayan Godbole

(DIN: 00056830)

Chairperson and

Independent

Director

27/06/2014

2

Shri Venkatesh

Narasinganallore Srinivasan

(DIN 01893686)

Nominee

Director 14/05/2015

3

Lt. Gen. (Dr.) Mukesh

Sabharwal (Retd.) (DIN:

Independent

Director

27/06/2014

15

S No Name of the Director Particulars

Appointed

w.e.f. (date)

1

Shri Jayant Narayan Godbole

(DIN: 00056830)

Chairperson and

Independent

Director

27/06/2014

05155598)

4

Ms Geeta Pursappa Shetti

(DIN: 02948958)

Independent

Director

12/02/2015

5

Shri Annavarapu Venkat

Rammurty (DIN: 00050455)

Independent

Director

20/04/2015

During the year under review, the following changes took place in the Nomination &

Remuneration Committee:

S No Name of the Director

Particulars

Appointed w.e.f.

(date)

Resigned w.e.f.

(date)

1

Shri Annavarapu

Venkat Rammurty

(DIN: 00050455)

Independent

Director

20/04/2015

NA

2

Shri Srinivasan

Kothandaraman

Vaidyanathan

Srinivasan

, Associate

Director (DIN:

02564527)

Associate

Director

23/08/2013 23/04/2015

3

Shri Venkatesh

Narasinganallore

Srinivasan (DIN

01893686)

Nominee

Director

14/05/2015

NA

The Nomination & Remuneration Committee met five times during the financial year ending 31

st

March 2016 under review-

Dates on which Nomination and

Remuneration Committee Meetings

were held

Total strength of the

Committee

Director’s present

April 20, 2015 4 4

June 27, 2015 5 4

August 24, 2015 5 5

October 27, 2015 5 5

February 24, 2016 5 4

16

ATTENDANCE OF DIRECTORS AT NOMINATION AND REMUNERATION

COMMITTEE MEETINGS

Name of the

Director

Attendance at the Nomination and Remuneration

Committee Meetings held on

April 20,

2015

June

27,

2015

August

24, 2015

October

27, 2015

February

24, 2016

Shri Jayant

Narayan Godbole

(DIN: 00056830)

 

  

Lt. Gen. (Dr.)

Mukesh

Sabharwal (Retd.)

(DIN: 05155598)

 Leave

of

Absen

ce

  

Ms Geeta

Pursappa Shetti

(DIN: 02948958)

 

  

Shri Srinivasan

Kothandaraman

Vaidyanathan

Srinivasan,

Associate

Director (DIN:

02564527) (upto

23

rd

April 2015)

 NA NA NA NA

Shri Venkatesh

Narasinganallore

Srinivasan (DIN

01893686)

(appointed w.e.f.

14

th

May 2015)

NA 

  Leave of

Absence

Shri Annavarapu

Venkat

Rammurty (DIN:

00050455)

(appointed w.e.f.

20

th

April 2015)

NA 

  

17

b. Committee of Independent Directors

Pursuant to the provisions of the Companies Act, 2013, the Board of Directors at its Meeting

held on June 27, 2014 had formally constituted the Committee of Independent Directors.

Terms of Reference: The terms of reference of the Committee includes review of the

performance of non-independent directors and the Board as a whole; to review the

performance of the Chairperson of the Company taking into account the views of Executive

directors and Non-Executive directors; to assess the quality, quantity and timeliness of flow of

information between the Company management and the Board that is necessary for the Board

to effectively and reasonably perform their duties; to perform such other roles as may be

prescribed by the Companies Act, 2013,

Composition: The Committee shall comprise of all the Independent Directors of the Company

as on the date of the meeting of the said committee.

As on March 31, 2016, the Committee of Independent Directors comprised four members as

under-

S No Name of the Director Particulars

Appointed

w.e.f. (date)

1

Lt. Gen. (Dr.) Mukesh

Sabharwal (Retd.) (DIN:

05155598)

Chairperson and

Independent

Director

27/06/2014

2

Shri Jayant Narayan Godbole

(DIN: 00056830)

Independent

Director

27/06/2014

3

Ms Geeta Pursappa Shetti

(DIN: 02948958)

Independent

Director

12/02/2015

4

Shri Annavarapu Venkat

Rammurty (DIN: 00050455)

Independent

Director

20/04/2015

The Committee met twice during the financial year 2015-2016 namely on October 27, 2015

and February 24, 2016.

XI. DIRECTOR’S RESPONSIBILITY STATEMENT

The Directors hereby confirm:

 In the preparation of the Annual Accounts, the applicable Accounting Standards have been

followed along with proper explanation relating to material departures.

 The Directors 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

18

state of affairs of the company at the end of the financial year and the profit and loss of the

company for that period.

 The Directors have taken proper and sufficient care for the maintenance of adequate accounting

records in accordance with the provisions of the Companies Act, 2013 for safeguarding the

assets of the company and for preventing and detecting fraud and other irregularities.

 The Directors have prepared the annual accounts on a going concern basis; and

 The Directors have devised proper systems to ensure compliance with the provisions of all

applicable laws and that such systems are adequate and are operating effectively.

XII. EXTRACT OF THE ANNUAL RETURN

The extract of the annual return as required to be furnished in the format prescribed pursuant to the

applicable provisions of the Companies Act, 2013 has been annexed to the report vide Annexure -

‘A’.

XIII. STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS

The declarations given by Independent Directors has been annexed to the report vide Annexure –

‘B’.

XIV. DIRECTOR’S APPOINTMENT AND REMUNERATION POLICY

The Company has devised and adopted separate policies for Appointment and Remuneration

being, (a) Director’s Appointment and Evaluation Policy and (b) Nomination and Remuneration

Policy. The policies have been annexed to the report vide Annexure –‘C’. The said policies were

approved by the Board in its meeting held on August 25, 2014 and were last reviewed on

December 30, 2015 and August 24, 2015 respectively.

XV. DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY

Your Company is an Investment Manager to IDBI Mutual Fund. Thus the operations of the

Company are guided by the SEBI Regulations and Directives and AMFI guidelines issued from

time to time. In compliance with the SEBI circular, the Company has in place a policy manual on

managing risks related to the business being managing the operations of IDBI Mutual Fund as per

the Investment Management Agreement and is duly implemented. The same was last reviewed by

the Board of IDBI AMC in its meeting held on June 27, 2015.

XVI. CORPORATE SOCIAL RESPONSIBILITY POLICY

The Provisions of CSR are not applicable to your Company.

19

XVII.

OTHER POLICIES OF THE COMPANY

Your Company being an Investment Manager to IDBI Mutual Fund, for its business and operations

purposes, are guided by the SEBI (MF) Regulations 1996 as amended from time to time which

also includes circulars, orders etc. In accordance with various applicable regulations, the Company

has in place, amongst others as mentioned in the report, an Investment Policy, Employee Trading

Policy, IT Policy, Policy for Dealing with losses on account of Trading Errors, Valuation Policy,

IDBI AMC Employee’s (Conduct) Rules, 2015, IDBI AMC Employee’s (Disciplinary) Rules,

2015, Credit Evaluation Policy, Voting Policy, BCP and DR Manual, HR policies, Documents

Retention, Disposal and Archival Policy etc.

XVIII. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT UNDER SECTION 186.

During the financial year under review your Company did not seek/ provide for loans and

guarantee.

The Company has during the year made investments in Fixed Deposits of Banks and Schemes of

Mutual Fund.

Your Directors draw attention of the members to Note 9 to the financial statement which sets out

Non Current Investments made by the Company

.

XIX. PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES

REFERRED TO IN SUB-SECTION (1) OF SECTION 188

All the Related Party Transactions are entered in the ordinary course of business and are on arm’s

length basis, and are in compliance with the applicable provisions of the Companies Act, 2013.

Materially significant related party transactions made by the Company with Promoters, Directors

or Key Managerial Personnel etc. are being reported in Form AOC-2 in terms of Section 134 of the

Act read with Rule 8 of the Companies (Accounts) Rules, 2014 vide Annexure – ‘D’.

All Related Party Transactions are presented to the Audit Committee and the Board.

Your Directors draw attention of the members to Note 21 Point no. 3.6 to the financial statement

which sets out related party disclosures

.

XX. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

Your Company is not involved in industrial manufacturing; and has not consumed energy more

than required for its day to day operations.

(A) Conservation of energy-

(i) The steps taken or impact on conservation of energy; N.A.

20

(ii) The steps taken by the company for utilising alternate sources of energy; N.A.

(iii) The capital investment on energy conservation equipments; N.A.

(B) Technology absorption-

(i) The efforts made towards technology absorption;

(ii) The benefits derived like product improvement, cost reduction, product development or import

substitution; N.A.

(iii) In case of imported technology (imported during the last three years reckoned from the

beginning of the financial year)-

(a) The details of technology imported; N.A.

(b) The year of import; N.A.

(c) Whether the technology been fully absorbed; N.A.

(d) If not fully absorbed, areas where absorption has not taken place, and the reasons thereof;

N.A.

and

(iv) The expenditure incurred on Research and Development: N.A.

However, your Company has been increasingly using Information Technology systems in its

operations.

XXI. AUDITORS

Your Company is a Government Company within the meaning of Government Company defined

under the Companies Act 2013. As per section 139(5) of the Companies Act 2013, the Auditor of a

Government Company shall be appointed or re-appointed by the Comptroller and Auditor-General

of India. Comptroller and Auditor-General of India has vide its letter no CA/V/COY/CENTRAL

GOVERNMENT, IDBIAS (1)/268 dated 9

th

July, 2015 appointed M/s C R Sagdeo & Co. (ICAI

Firm Registration Number FRN 108959W) Chartered Accountants, Navi Mumbai as the Statutory

Auditors of the Company. The Statutory Auditors of your Company hold office until the

conclusion of the ensuing Annual General Meeting subject to extension by C&AG.

The C&AG has vide letter no CA/V/COY/Central Government,IDBIAS(1)/360 dated 13

th

July

2016 continued the appointment of M/s C R Sagdeo & CO. Chartered Accountants Navi Mumbai

as Statutory Auditor of IDBI AMC for the FY 2016-17 in terms of Section 139 and 141 of the

Companies Act, 2013 read with Rule 4 of the Companies (Audit and Auditors) Rules, 2014 as

amended from time to time.

21

Under Section 139 of the Companies Act, 2013, the remuneration of Auditors appointed by the

Comptroller and Auditor General of India, shall be fixed by the Company in the General Meeting.

Accordingly, Notice of the Annual General Meeting includes an item pertaining to remuneration of

the Auditors for the year 2016-17.

XXII.

AUDITOR’S REPORT

The observations of the Statutory Auditors in their report, read with the relevant notes to the

financial statement in Note no.21 are self explanatory.

XXIII.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Rules made

thereunder, M/s G S R and Co, Practicing Company Secretary (FCS 5691; C P No. 4966),

Chennai, has been appointed to conduct a Secretarial Audit of the Company’s Secretarial and

related records for the year ended 31 March, 2016. The Practicing Company Secretary has

submitted his Report on the Secretarial Audit conducted by him which is annexed to this Board’s

Report as Annexure E

XXIV.

MODEL CODE OF CONDUCT

The Directors confirm that all Board members and Senior Management have affirmed compliance

with the Company’s code of conduct for the financial year 2015-16.

XXV.

PARTICULARS OF EMPLOYEES

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

Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, 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 required to be provided as part of Director’s report.

However,MCA has vide circular dated 05

th

June 2015 notified that amongst other

exemptions,Section 197 is not applicable to Government Companies . Since your company is a

Government Company within the definition of Section 2(45) of the Companies Act 2013, Section

197 is not applicable to your Company and hence the Company has not disclosed the particular of

employees as desired under Section 197(12) of the Companies Act 2013.

XXVI.

EXPLANATION OR COMMENTS OF THE BOARD ON EVERY QUALIFICATION,

RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE BY

1) STATUTORY AUDITORS:

M/s C R Sagdeo & Co, Chartered Accountants, Statutory Auditors of IDBI AMC have not made

any qualification, reservation or adverse remark in their report dated April 21, 2016.

22

2) C & AG:

The Comptroller and Auditor General of India (C&AG) has decided not to conduct

supplementary audit of the financial statements of IDBI Asset Management Limited for the

year ended 31

st

March 2016 under section 143(6)(a) of the Companies Act, 2013.

3) SECRETARIAL AUDITOR:

M/s G S R & CO, Practising Company Secretaries, Secretarial Auditors of IDBI AMC have not

made any qualification, reservation or adverse remark in their report dated 05

th

August 2016.

XXVII. PERFORMANCE EVALUATION OF THE DIRECTORS ETC.

The Nomination and Remuneration Committee and the Board of Directors at its respective meeting

held on August 25, 2014, had laid down criteria for performance evaluation of Directors,

Chairperson, MD & CEO, Board Level Committees and Board as a whole.

The performances of the members of the Board, the Board level Committees and the Board as a

whole were evaluated at the meeting of the Committee of Independent Directors held on April 20,

2016 and the Board of the Directors held on April 21, 2016.

The process for performance evaluation as approved by the N&RC, Committee of Independent

Directors is as under:

 Committee of Independent Directors evaluates the performance of Non-Independent

Directors including Chairperson of the Company taking into account the views of

Executive Director and Non-Executive Director, if any and also of the Board as a whole.

 The Committee of Independent Directors shall report to the Board of such evaluation. The

Board may evaluate the performance of the Non-Independent Directors, excluding the

director being evaluated, either independently or considering the evaluation of the

Committee of Independent Directors.

 The Board shall evaluate the performance of the Independent Directors excluding the

director being evaluated and of the Board as a whole as well as the committees of the

Board.

 The evaluation will be carried out by means of assigning rating, within the effectiveness

rating band scale of 1 to 5, to each of the key attributes/parameters of the Directors, quality

of interactions among them and its effectiveness etc. The ratings allotted shall be calculated

as average of the total parameters.

 The Nomination and Remuneration Committee shall oversee the performance evaluation of

Board, its Committees and Individual Directors conducted by the Committee of

Independent Directors and the Board as per their respective terms of reference. The

Nomination and Remuneration Committee shall on completion of the evaluation process by

the Board as well as the Committee of Independent Directors, in its next meeting and report

to the Board.

23

 The NRC to consider the said evaluations of the directors at the time of expiry of the term

of the Independent Directors for a decision on their renewal and suitably recommend to the

Board. The minimum average score for recommendation to the Board to take a view shall

be 3.

The Board conducted the Performance evaluation of every individual director of the Board without

the presence of the respective individual Director being evaluated. The concerned Directors did not

participate during their respective evaluation process.

The Board also conducted the evaluation of the Performance of the Board as a whole and its

committees namely Audit Committee, Nomination & Remuneration Committee and Committee of

Independent Directors.

XXVIII. SUBSIDIARIES

Your Company does not have any subsidiary / subsidiaries/ Joint Ventures within the meaning

of the Companies Act, 2013. IDBI Capital Market Services & Securities Limited (Formerly

known as IDBI Capital Market Services Ltd)

(CIN

U65990MH1993GOI075578) being a

shareholder holding 33.33% of the paid up capital of the Company is an Associate of your

Company.

XXIX.

DEPOSITS

The Company has not accepted any deposits and accordingly no amount was outstanding as on

the date of the Balance Sheet.

(a) accepted during the year: NIL

(b) remained unpaid or unclaimed as at the end of the year: NIL

(c) whether there has been any default in repayment of deposits or payment of interest thereon

during the year and if so, number of such cases and the total amount involved-

(i) at the beginning of the year: NIL

(ii) maximum during the year: NIL

(iii) at the end of the year: NIL

(d) the details of deposits which are not in compliance with the requirements of Chapter V of

the Act: NIL

XXX.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR

COURTS OR TRIBUNALS

There are no significant and material orders passed by the regulators or courts or tribunals

impacting the going concern status and company’s operations in future.

24

XXXI.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-

SECTION (12) OF SECTION 143 OTHER THAN THOSE WHICH ARE

REPORTABLE TO THE CENTRAL GOVERNMENT

There are no frauds reported by auditors under sub-section (12) of Section 143.

XXXII.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT

WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Your Company has zero tolerance towards sexual harassment at the workplace. Your

Company firmly believes in providing a safe, supportive, secured and friendly workplace

environment – a workplace where our Values come to life through the underlying behaviours.

Positive workplace environment and a great employee experience are integral parts of our

culture. Your Company believe in providing and ensuring a workplace free from

discrimination and harassment based on gender. Your Company educates its employees as to

what may constitute sexual harassment and in the event of any occurrence of an incident

constituting sexual harassment your Company provide the mechanism to seek recourse and

redressal to the concerned individual subjected to sexual harassment.

To achieve the same, the Company has adopted a policy in line with the provisions of Sexual

Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and

the Rules thereunder. All employees (permanent, contractual, temporary, trainees) are covered

under the said policy. An Internal Complaints Committee has also been set up to redress

complaints received on sexual harassment.

There were no complaints pending for more than 90 days.

The following is a summary of sexual harassment complaints received and disposed off during

the year 2015-16.

No. of Complaints received: 1

No of Complaints disposed off: 1

XXXIII.

INTERNAL CONTROL SYSTEMS

Management approach to Internal Control Systems:

The Company has an Internal Control System, commensurate with the size, scale and

complexity of its operations. The internal control framework practiced in your Company

essentially has two elements: (1) structures, policies and guidelines designed to achieve

efficiency and effectiveness in operations and compliance with laws and regulations; (2) an

assurance function provided by Internal Audit.

25

The Company also has documented policies, procedures and manuals for various processes

which are periodically reviewed for changes warranted due to business needs/ regulatory

prescriptions and Industry Standards.

The Audit Committee of the Board meets regularly to review reports, including significant audit

observations and follow-up actions thereon. The Audit Committee also meets the Company’s

Statutory Auditors to ascertain their views on financial statements, compliance to accounting

policies and procedures, the adequacy and effectiveness of internal control systems.

The Audit Committee regularly interacts with the Internal Auditors and seeks their views on

improvement in the essential controls followed by the Company and also regularly interacts

with the management to understand the steps taken by the Company to address the concerns of

the Auditors and ensures that suitable measures are adopted by the Company. The Audit

Committee being a sub-set of the Board places its recommendations to the Board along with the

reports of the Auditors.

Internal Audit Function

The Internal Auditors continuously monitors the efficacy and adequacy of the internal

controls/compliance with the objective of providing to Audit Committee and the Board of

Directors, an independent, objective and reasonable assurance of the adequacy and effectiveness

of the organisation’s operating systems, adherence to Company’s policies, applicable laws and

processes and manner of safeguarding of its assets, prevention and detection of frauds and

errors, the accuracy and completeness of the accounting records, the timely preparation of

reliable financial information, risk management, control and governance processes.

Based on the report of internal audit function, process owners undertake corrective action in

their respective areas and thereby strengthen the controls. To maintain its objectivity and

independence, the Internal Auditors reports to the Audit Committee of the Board. This system

of internal control facilitates effective compliance of Section 138 of Companies Act, 2013.

Views of the Statutory Auditors of the Company:

The Statutory Auditor of IDBI AMC has in their report dated 21

st

April 2016 opined that the

Company has, in all material respects, an adequate internal financial controls system over

financial reporting and such internal financial controls over financial reporting were operating

effectively as at March 31, 2016, based on the internal control over financial reporting criteria

established by the Company considering the essential components of internal control stated in

the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by

the Institute of Chartered Accountants of India

Board oversight on the Internal Financial Controls.

Based on the framework of internal financial controls and compliance systems established and

maintained by the Company, work performed by the Internal, Statutory and Secretarial Auditors

and external consultants and the reviews performed by management and the Audit Committee,

26

the Board is of the opinion that the Company's internal financial controls were adequate and

effective during the financial year ended March 31, 2016.

XXXIV.

ACKNOWLEDGEMENTS

The Directors take this opportunity to express their gratitude for the continued support and co-

operation extended by the Securities and Exchange Board of India, Reserve Bank of India,

IDBI Bank Ltd, the Registrars & Transfer Agents, the Custodians, the Bankers, Market

Intermediaries and Distributors, Government Agencies, Auditors, Association of Mutual Funds

in India, Directors resigned from the Board and the Board of Directors of IDBI MF Trustee

Company Limited.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

Mumbai

Date:

Dilip Kumar Mandal (03313130) Kishor Piraji Kharat (07266945)

MD&CEO CHAIRMAN

27

Annexure – ‘A’

FORM NO. MGT.9

EXTRACT OF ANNUAL RETURN

as on the financial year ended on 31

st

March, 2016

[Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and

Administration) Rules, 2014]

I. REGISTRATION AND OTHER DETAILS:

i) CIN:- U65100MH2010PLC199319

ii) Registration Date: 25

th

January, 2010

iii) Name of the Company: IDBI ASSET MANAGEMENT LIMITED

iv) Category / Sub-Category of the Company: PUBLIC COMPANY

v) Address of the registered office and contact details: IDBI Tower, WTC Complex, Cuffe Parade,

Mumbai 400 005

Tel: (022) 66442800

Fax: 66442801

Website: www.idbimutual.co.in

Email: manesh.jiandani@idbimutual.co.in

vi) Whether listed company Yes / No: NO

vii) Name, Address and Contact details of Registrar

and Transfer Agent, if any NA

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10 % or more of the total turnover of the company shall be stated:-

Sl. No. Name and

Description of

main products/

services

NIC Code of

the Product/

service

% to total

turnover of the

company

1

Asset Management

Services

66301 100%

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES –

S.

N

O

NAME AND

ADDRESS OF

THE

COMPANY

CIN/GLN

HOLDING/

SUBSIDIARY/

ASSOCIATE

% of

share

s

held

Applicable

Section

1

IDBI BANK

LTD

L65190MH2004GOI148838 Holding 66.67 2(46)

2

IDBI Capital

Market Services

& Securities

Limited

(Formerly

known as IDBI

Capital Market

Services Ltd)

U65990MH1993GOI075578 Associate 33.33 2(6)

28

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

i) Category-wise Share Holding

Category of

Shareholders

No. of Shares held at the beginning of

the year

No. of Shares held at the end of the

year

%

Chan

ge

durin

g the

year

Demat

Physical Total % of

Total

Share

s

Demat

Physical Total % of

Total

Shares

A.Promoters

(1) Indian

g) Individual/

HUF

h) Central Govt

i) State Govt (s)

j) Bodies Corp.

k) Banks/FI

l) Any Other..

6,66,60,000

13,33,40,00

0

6,66,60,000

13,33,40,00

0

100

6,66,60,000

13,33,40,000

6,66,60,

000

13,33,4

0,000

100

Sub-total (A)

(1):-

20,00,00,00

0

20,00,00,00

0

100 20,00,00,000

20,00,0

0,000

100

(2) Foreign

a) NRIs -

Individuals

b) Other -

Individuals

c) Bodies Corp.

d) Banks / FI

e) Any Other....

NIL NIL NIL NIL NIL NIL NIL NIL NIL

Sub-total (A)

(2):-

NIL NIL NIL NIL NIL NIL NIL NIL NIL

Total

shareholding of

Promoter (A) =

(A)(1)+(A)( 2)

20,00,00,00

0

20,00,00,00

0

100 20,00,00,000

20,00,0

0,000

100

B. Public

Shareholding

1. Institutions

a) Mutual

Funds

b) Banks/FI

c) Central Govt

NIL NIL NIL NIL NIL NIL NIL NIL NIL

29

Category of

Shareholders

No. of Shares held at the beginning of

the year

No. of Shares held at the end of the

year

%

Chan

ge

durin

g the

year

Demat

Physical Total % of

Total

Share

s

Demat

Physical Total % of

Total

Shares

d) State Govt(s)

e) Venture

Capital Funds

f) Insurance

Companies

g) FIIs

h) Foreign

Venture Capital

Funds

i) Others

(specify)

Sub-total

(B)(1):-

NIL NIL NIL NIL NIL NIL NIL NIL NIL

2. Non-

Institutions

a) Bodies Corp.

i) Indian

ii) Overseas

b) Individuals

i) Individual

shareholders

holding

nominal share

capital uptoRs. 1

lakh

ii) Individual

shareholders

holding

nominal share

capital in excess

of Rs 1 lakh

c) Others

(specify)

Sub-total

(B)(2):-

NIL NIL NIL NIL NIL NIL NIL NIL NIL

Total Public

Shareholding

(B) = (B)(1) +

(B)(2)

NIL NIL NIL NIL NIL NIL NIL NIL NIL

C. Shares held

by Custodian

for GDRs &

ADRs

NIL NIL NIL NIL NIL NIL NIL NIL NIL

30

Category of

Shareholders

No. of Shares held at the beginning of

the year

No. of Shares held at the end of the

year

%

Chan

ge

durin

g the

year

Demat

Physical Total % of

Total

Share

s

Demat

Physical Total % of

Total

Shares

Grand Total

(A+B+C)

NIL 20,00,00,00

0

20,00,00,00

0

100 NIL 20,00,00,000

20,00,0

0,000

100 NIL

(ii) Shareholding of Promoters

SlN

o.

Shareholder's

Name

Shareholding at the beginning of

the year

Share holding at the end of the

year

No. of

Shares

% of total

Shares of

the

company

%of Shares

Pledged/

encumbered

to total

shares

No. of

Shares

% of total

Shares of

the

company

%of Shares

Pledged/

encumbered

to total

shares

%

change

in share

holding

during

the year

1 IDBI Bank Ltd

L65190MH20

04GOI148838

along with 6

other

individual

nominees on

behalf of IDBI

Bank Limited

13,33,40,0

00

66.67 0

13,33,40,

000

66.67 0 0

2

IDBI Capital

Market

Services &

Securities

Limited

(Formerly

known as

IDBI Capital

Market

Services Ltd)

6,66,60,00

0

33.33 0

6,66,60,0

00

33.33 0 0

Total

20,00,00,0

00

100.00 0

20,00,00,

000

100.00 0 0

(iii) Change in Promoters' Shareholding (please specify, if there is no change)

Sl.

No.

Shareholding at the

beginning of the year

Cumulative Shareholding

during the year

No. of shares

% of total

shares of

the

company

No. of

shares

% of total

shares of the

company

31

Sl.

No.

Shareholding at the

beginning of the year

Cumulative Shareholding

during the year

No. of shares

% of total

shares of

the

company

No. of

shares

% of total

shares of the

company

At the beginning of the year

IDBI Bank Limited

(L65190MH2004GOI148838)

IDBI Capital Market

Services & Securities

Limited (Formerly known

as IDBI Capital Market

Services Ltd)

(U65990MH1993GOI075578)

20,00,00,000

100%

20,00,00,000

100%

Date wise Increase/

Decrease in Promoters Share

holding during the year

specifying the reasons for

increase/decrease (e.g.

allotment/transfer/bonus/

sweat equity etc):

No Change

At the End of the year

IDBI Bank Limited

(L65190MH2004GOI148838)

IDBI Capital Market

Services & Securities

Limited (Formerly known

as IDBI Capital Market

Services Ltd)

(U65990MH1993GOI075578)

20,00,00,000

100%

20,00,00,000

100%

(iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs

and ADRs):

Sl.

No.

Shareholding at the beginning

of the year

Cumulative Shareholding during

the year

For Each of the

Top 10

Shareholders

No. of shares

% of total

shares of the

company

No. of shares

% of total shares of

the company

At the beginning

of the year

NIL NIL NIL NIL

Date wise

Increase/Decrease

in Share holding

during the year

NIL NIL NIL NIL

32

Sl.

No.

Shareholding at the beginning

of the year

Cumulative Shareholding during

the year

For Each of the

Top 10

Shareholders

No. of shares

% of total

shares of the

company

No. of shares

% of total shares of

the company

specifying the

reasons for

increase/decrease

(e.g. allotment/

transfer/

bonus/sweat

equity etc):

At the End of the

year (or on the

date of separation,

if separated

during the year)

NIL NIL NIL NIL

(v) Shareholding of Directors and Key Managerial Personnel:

Sl.

No.

Shareholding at the beginning

of the year

Cumulative Shareholding during the

year

For Each of the

Directors and

KMP

No. of shares

% of total

shares of the

company

No. of shares

% of total shares of

the company

At the

beginning of

the year

NIL NIL NIL NIL

Date wise

Increase /

Decrease in

Share holding

during the year

specifying the

reasons for

increase /

decrease (e.g.

allotment /

transfer /

bonus/ sweat

equity etc):

NIL NIL NIL NIL

At the End of

the year

NIL NIL NIL NIL

V. INDEBTEDNESS

Indebtedness of the Company including interest outstanding/accrued but not due for payment

Secured Loans

excluding

deposits

Unsecured

Loans

Deposits Total

Indebtedness

33

Secured Loans

excluding

deposits

Unsecured

Loans

Deposits Total

Indebtedness

Indebtedness at the beginning of

the financial year

i) Principal Amount

ii) Interest due but not paid

iii) Interest accrued but not due

NIL NIL NIL NIL

Total (i+ii+iii) NIL NIL NIL NIL

Change in Indebtedness during

the financial year

• Addition

• Reduction

Net Change NIL NIL NIL NIL

Indebtedness at the end of the

financial year

i) Principal Amount

ii) Interest due but not paid

iii) Interest accrued but not due

Total (i+ii+iii) NIL NIL NIL NIL

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director, Whole-time Directors and/or Manager:

Sl. no. Particulars of Remuneration

Name of

MD/WTD/

Manager

Total Amount

Shri S N Baheti (00136476)

1. Gross salary

(a) Salary as per provisions contained

in section 17(1) of the Income-tax

Act, 1961

(b) Value of perquisites u/s 17(2)

Income-tax Act, 1961

(c) Profits in lieu of salary under

section 17(3) Income- tax Act, 1961

36,86,774

19,26,555

36,86,774

19,26,555

2. Stock Option - -

3. Sweat Equity - -

4. Commission

- as % of profit

- -

34

-

others, specify...

5. Others, please specify - -

Total (A) 56,13,329

56,13,329

Ceiling as per the Act

Since the Company has not profits

the Limit prescribed is as per

Schedule V, which comes to not

more than Rs. 84 Lakhs since the

resolution is passed as a Special

Resolution

Further, MCA has vide circular

dated 05th June 2015 notified that

amongst other exemptions,Section

197 is not applicable to

Government Companies . Since

your company is a Government

Company within the definition of

Section 2(45) of the Companies

Act 2013, Section 197 is not

applicable to the Company and

hence the Company has not

disclosed the particular of

employees as desired under

Section 197(12) of the Companies

Act 2013.

* Shri S N Baheti, (00136476) MD &CEO is on deputation from IDBI Bank Limited. The Remuneration

is paid to Shri S N Baheti, (00136476) MD &CEO by IDBI Bank Limited which is reimbursed by IDBI

AMC to the IDBI Bank.

B. Remuneration to other directors:

Sl.

no.

Particulars of Remuneration Name of Directors

Total

Amount

Shri

Jayant

Narayan

Godbole

Lt. Gen.

(Dr.)

Mukesh

Sabharwal

(Retd.)

Shri A V

Rammurty

Ms Geeta

Pursappa

Shetti

3. Independent Directors

• Fee for attending board

committee meetings

• Commission

• Others, please specify

2,80,000

NIL

2,55,000

NIL

2,85,000

NIL

3,00,000

NIL

11,20,000

NIL

Total (1) 2,80,000 2,55,000 2,85,000 3,00,000 11,20,000

4. Other Non-Executive

Directors

- - - - -

• Fee for attending board

committee meetings

• Commission

• Others, please specify

- - - - -

35

Sl.

no.

Particulars of Remuneration Name of Directors

Total

Amount

Total (2) - - - - -

Total (B) = (1 + 2) 2,80,000 2,55,000 2,85,000 3,00,000 11,20,000

Total Managerial Remuneration - - - - -

Overall Ceiling as per the Act

Not more than Rs. 1 Lakh per meeting of Board or Committee

thereof

C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD

Sl. no.

Particulars of

Remuneration

Key Managerial Personnel

CEO Company

Secretary*

CFO

CA Anil

Dhawan

(upto 31

st

July 2015)

CFO

CA Amit

Bhavsar

(w.e.f. 24

September

2015)

Total

1.

Gross salary

(a) Salary as per

provisions contained

in section 17(1) of the

Income-tax Act, 1961

(b) Value of perquisites

u/s 17(2) Income-tax

Act, 1961

(c) Profits in lieu of salary

under section 17(3)

Income-tax Act, 1961

-

13,75,517

6,926

-

3,34,216

27,800

17,62,224

0

34,71,957

34,726

-

2.

Stock Option

-

3.

Sweat Equity

-

4.

Commission

- as % of profit

- others, specify...

-

5.

Others, please specify

-

Total

-

13,82,443

3,62,016

17,62,224

35,06,683

* CS Manesh G Jiandani, (FCS 7360) Company Secrretary is on deputation from IDBI Bank Limited.

The Remuneration is paid to CS Manesh G Jiandani, (FCS 7360) Company Secrretary by IDBI Bank

Limited which is reimbursed by IDBI AMC to the IDBI Bank.

VII. PENALTIES/PUNISHMENT/COMPOUNDING OF OFFENCES: NIL

Type

Section of the

Companies

Act

Brief

Description

Details of

Penalty/

Punishment/

Compounding

fees imposed

Authority

[RD/NCLT/

COURT]

Appeal

made, if any

(give

Details)

A. COMPANY

Penalty NIL NIL NIL NIL NIL

Punishment NIL NIL NIL NIL NIL

Compounding NIL NIL NIL NIL NIL

36

Type

Section of the

Companies

Act

Brief

Description

Details of

Penalty/

Punishment/

Compounding

fees imposed

Authority

[RD/NCLT/

COURT]

Appeal

made, if any

(give

Details)

B. DIRECTORS

Penalty NIL NIL NIL NIL NIL

Punishment NIL NIL NIL NIL NIL

Compounding NIL NIL NIL NIL NIL

C. OTHER OFFICERS IN DEFAULT

Penalty NIL NIL NIL NIL NIL

Punishment NIL NIL NIL NIL NIL

Compounding NIL NIL NIL NIL NIL

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

Mumbai

Date:

Dilip Kumar Mandal (03313130) Kishor Piraji Kharat (07266945)

MD&CEO CHAIRMAN

37

Annexure ‘B’

Declaration of Independence

[Pursuant to Section 149(6) of the Companies Act, 2013]

Registration No. of Company : U65100MH2010PLC199319

Nominal Capital Rs. : Rs 2,50,00,00,000/-

Paid-up Capital Rs. : Rs 2,00,00,00,000/-

Name of Company : IDBI Asset Management Limited

Address of its Registered Office :IDBI Tower, WTC Complex, Cuffe Parade,

Mumbai 400 005

To

The Members

IDBI Asset Management Limited

IDBI Tower, WTC Complex, Cuffe Parade,

Mumbai- 400 005

All the directors, declare that pursuant to the provisions of Section 149(6) of the Companies Act,

2013, they meet the criteria of Independence and in the opinion of the Board, are persons of

integrity, possess the relevant expertise, experience and that:

1) They are not or were not a promoter of the Company or its holding, subsidiary or

associate company;

2) They are not related to promoters or directors in the company, its holding, subsidiary or

associate company;

3) They have or had no pecuniary relationship with the company, its holding, subsidiary or

associate company, or their promoters, or directors, during the two immediately preceding

financial years or during the current financial year;

4) Neither of their relatives has or had pecuniary relationship or transaction with the company,

its holding, subsidiary or associate company, or their promoters, or directors, amounting to

two per cent. or more of its gross turnover or total income or fifty lakh rupees or such

higher amount as may be prescribed, whichever is lower, during the two immediately

preceding financial years or during the current financial year;

5) The directors, neither themselves nor on behalf of any of their relatives:

(i) holds or has held the position of a key managerial personnel or is or has been employee

of the company or its holding, subsidiary or associate company in any of the three

financial years immediately preceding the financial year in which they are proposed to

be appointed;

(ii) is or has been an employee or proprietor or a partner, in any of the three financial years

immediately preceding the financial year in which I am proposed to be appointed, of—

38

(A) a firm of auditors or company secretaries in practice or cost auditors of the company or

its holding, subsidiary or associate company; or

(B) any legal or a consulting firm that has or had any transaction with the company, its

holding, subsidiary or associate company amounting to ten per cent. or more of the

gross turnover of such firm;

(iii) holds together with their relatives two per cent or more of the total voting power of the

company; or

(iii) is a Chief Executive or director, by whatever name called, of any nonprofit organisation

that receives twenty-five per cent. or more of its receipts from the company, any of its

promoters, directors or its holding, subsidiary or associate company or that holds two

per cent. or more of the total voting power of the company; or

(iv) who possesses such other qualifications as may be prescribed.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

Mumbai

Date:

Dilip Kumar Mandal (03313130) Kishor Piraji Kharat (07266945)

MD&CEO CHAIRMAN

40

DIRECTORS APPOINTMENT AND EVALUATION POLICY

IDBI Asset Management Limited

Change Matrix

Title:

Director’s Appointment and Evaluation Policy

DOC ID:

IDBI

AM

-

NRP

-

2

.

0

Policy Owner:

Secretarial

Department

Policy Administrator:

Secretarial

Department

Policy Adherence by:

Secretarial

Department

Release Date:

December 2015

Last Date of Update:

December 2015

Version Number:

2

.

0

Reviewed By:

Secretarial Department

Approved By:

Board of Directors

Propriety:

This document is the sole property of IDBI

Asset Management Limited. Any use or

duplication of this document without express

permission of IDBI Asset Management is strictly

forbidden and illegal.

Note:

This Policy is prepared keeping in mind the

industry practices and as per Companies act

2013. The manual will be reviewed and

updated every financial year.

41

IDBI ASSET MANAGEMENT LTD.

DIRECTORS’APPOINTMENT AND EVALUATION POLICY

IDBI Asset Management Limited (IDBI AMC), Investment Manager to IDBI Mutual

Fund (“the Mutual Fund”) is a subsidiary of IDBI Bank Limited.

The provisions of Companies Act 2013 have been made effective from 01st April

2014. In terms of Section 178 (e), Section 134(3)(p) and Schedule IV of the

Companies Act 2013, the Company is required to formulate a Director’s

appointment and Evaluation policy.

The policy broadly covers the relevant extracts of Articles of Association with

respect to the Constitution of Board, appointment of Directors. It also covers the

manner of performance evaluation of the Directors and Board as a whole and

relevant formats for evaluation.

Constitution of the Board

As per Article 170(a) of the Articles of Association of the Company, the Board of

Directors of IDBI Asset Management Limited shall have not less than 3 Directors

and not more than 12 Directors. The Constitution of the Board as provided under

Article 170(b) read with Article 171(b) shall be as follows :

170 (b)

Not less than fifty percent of the total number of members of the Board of

Directors shall be independent Directors having special knowledge or practical

experience in the fields such as portfolio management, investment analysis,

financial administration etc. not liable to retire by rotation, for an initial term of

upto 5 consecutive years but shall be eligible for re- appointment on passing of a

Special Resolution for not more than one more term of upto 5 years subject to the

maximum term of 10 years and disclosure of such appointment in the Board’s

report. The Company shall comply with all other relevant provisions pertaining to

Independent Directors contained in the Companies Act, 2013 read with the

relevant provisions of the SEBI (MF) Regulations 1996 as amended/ reenacted from

time to time, as applicable and such other laws as may be applicable to the

Company from time to time.

42

(ii) Notwithstanding anything to the contrary contained in these Articles of

Association, one Woman Director shall be appointed on the Board in terms of

Section 149(1)(b) of the Companies Act,2013.

(iii) Notwithstanding anything to the contrary contained in these Articles of

Association, IDBI AMC shall ensure that atleast one Director on the Board has

stayed in India for a total period of not less than one hundred and eighty two

days in the previous calendar year, in terms of Section 149(3) of the Companies

Act, 2013.

171(b) IDBI Bank Ltd shall be entitled to appoint/nominate or cause to be elected

two Directors out of the total number of Directors on the Board. The Directors so

appointed/nominated by IDBI Bank Ltd shall be liable to be removed by IDBI Bank

Ltd at its discretion and IDBI Bank Ltd shall also be entitled to nominate/appoint,

substitute in his or their place, and upon such removal, the person so

nominated/appointed shall cease to be the Director of the Company with effect

from the date on which IDBI Bank Ltd shall advise the Company about the

withdrawal of the nomination/appointment. The Directors shall conform to such

criterion as may be prescribed by Mutual Fund Regulations or as may be laid

down by SEBI.

c All the remaining Directors shall be appointed by the Company in the General

Meeting.

172 Notwithstanding anything contained herein, the composition of the Board of

Directors shall be such as specified from time to time by SEBI.

173 The Chairman of the Board shall be the Chairman/MD & CEO of the IDBI Bank

Ltd as may be nominated from time to time

174 Except for the first Directors of the Company, at least fifty percent of the

Directors of the Company or such other number or percentage as may be

prescribed by SEBI from time to time, shall be Independent Directors in

accordance with the SEBI Regulations.

175 (a) Subject to the provisions of the Act, the Directors may from time to time

appoint or re- appoint one or more of them to be the Managing Director(s) or

43

the Whole Time Director(s) of the Company for such terms not exceeding five

years and subject to such remuneration, terms and conditions as they may think

fit. The Directors except the Chairman, MD &CEO and Independent Directors,

shall be liable to retire by rotation

(b) Subject to the provisions of the Act, the Directors may from time to time

entrust to and confer upon the Managing Director or the Whole Time Director,

for the time being, such of the powers exercisable under these presents by the

Directors as they may think fit and may confer such powers for such time and to

be exercised for such objects and purposes and upon such terms and conditions,

and with such restrictions as they may think expedient and they may confer such

powers either collaterally with or to the exclusion of and in substitution for all or

any of the powers of the Directors in that behalf and may from time to time

revoke, withdraw, alter or vary all or any of such powers.

Subject to the provisions of the Act, the Managing Director/the Whole Time

Director shall not, while he continues to hold the office be subject to retirement

by rotation. If he ceases to hold office of a Director for any cause whatsoever, he

shall, ipso facto and immediately ceases to be the Managing/Whole Time

Director.

Mode of Appointment of Directors

(1)

As per the Board constitution provided under Article 171(b), the

appointment / nomination of Directors prescribed therein, shall be

made by IDBI Bank Limited. Suitable orders will be issued by IDBI Bank

to appoint (i) Chairman; (ii) nomination of Associate Director; In terms

of the provisions of the Companies Act, 2013, all

appointments/nominations made by IDBI Bank shall be submitted to

and noted & approved by the shareholders at the General Meeting.

(2)(a)

In terms of Article 170(b) read with Article 17

4, 50% of the Directors

shall be identified as non rotational Independent Directors by the

Board of Directors and shall be appointed by the shareholders at the

General Meeting. While identifying the persons to be appointed as

44

Independent Directors, the Bo

ard will ensure that such persons

possess the qualifications prescribed under Section 149(6) of the

Companies Act, 2013 and SEBI (MF) Regulations 1996 including any

statutory modification or amendment thereto and are also not

disqualified to be a Director under the relevant provisions of, Section

164 of the Companies Act, 2013 and SEBI (MF) Regulations 1996, etc.

(b)

After Board’s identification as above, unless the Independent Director

is appointed initially as an Additional Director, the candidature of such

person shall be submitted to the next General Meeting for approval of

the appointment by following the procedure contained under Section

160 of the Companies Act, 2013. All shareholders will be eligible to

elect the Independent Directors. The initial term of Independent

Directors will be 5 consecutive years extendable to one more term of 5

consecutive years by passing a Special Resolution at the General

Meeting. In any case, the total term shall not exceed 10 years in terms

of Companies Act 2013.

(c)

After approval of Independent Directors’ appointment, a formal

appointment letter with contents prescribed under Schedule IV of the

Companies Act, 2013 will be issued to the Independent Directors so

appointed.

(d)

In terms of Article 170(b)(iii), the

Bank will ensure that atleast one of

the Directors on the Board has stayed in India for total period of not

less than 182 days during the previous calendar year.

(f)

The intermittent vacancy of an Independent Director shall be filled up

by the Board at the earliest but not later than immediate next Board

Meeting or 3 months from the date of such vacancy, whichever is

later.

45

Performance Evaluation of Individual Directors by the Board

(i)

In terms of the provisions of Schedule IV (Para VIII) and Section

134(1)(p) of the Companies Act, 2013, performance evaluation of the

directors individually shall be done annually by the Board of Directors

in the first meeting after the end of the Financial Year or at any

meeting in the Financial Year at the discretion of the Chairman.

(ii)

The performance evaluation of individual

D

irectors by the Board shall

be done on the evaluation sheet as per the format given at Annexure I

to this Policy.

(iii)

On the basis of the repo

rt of performance evaluation, the

Board/Chairman will determine whether to extend or dis-continue the

term of appointment of Independent Directors.

Performance Review of Non Independent Directors , Executive Directors, the

Chairperson by Independent Directors and the Board as a whole.

(i)

In terms of the provisions of Schedule IV (Para VII) of the Companies

Act, 2013, Independent Directors shall hold an Annual Meeting once in

every Financial year without the attendance of Non Independent

Directors and members of the Management and review the

performance of Non Independent Directors.

(ii)

The Independent Directors shall also review the performance of

Chairperson of the Company taking into account the views of

Executive Director and Non Executive Directors. The Performance of

the Executive Director shall be reviewed after taking into account the

views of the other Directors.

(iii)

The performance review of Non Independent Directors

including

Executive Director by Independent Directors shall be done on the

review sheet as per the format given at Annexure II and that of

46

Chairperson of the Company will be done on the format given at

Annexure III. The Performance Review of the Board as a whole shall be

as per format given at Annexure IV.

Rating process and criteria

(i) The forms shall be handed over to the Chairman at the meeting wherein the

performance of the Director or Board is proposed to be evaluated.

(ii) The Director whose performance is being evaluated shall excuse himself from

the room at that time.

(iii) The effectiveness rating band shall be of scale 1 to 5 with 1 being the least

effective and 5 the most effective. (Decimals allowed upto 1 digit i.e. 4.5 or 3.2).

(iv) The effectiveness rating shall be provided on each parameter with respect to

the Director based on the above scale.

(v) The ratings allotted shall be calculated as average of the total parameters.

(vi) The average marking scheme with respect to the performance of Directors shall

be as under

Rating band

Performance criteria

Upto 1

Very Poor

Above 1 and upto 2

Poor

Above 2 and upto 3

Satisfactory

Above 3 and upto 4

Good

Above 4 and upto 5 Excellent

The minimum average score for being considered for continuation as director shall

be 3

(vii) The average marking scheme with respect to the attendance of Directors shall

be as under

Criteria

Marks

If the Director has

attended the maximum

5

47

number of Board

meetings as required

under Companies Act

2013

If the Director has not has

attended the minimum

number of Board

meetings as required

under Companies Act

2013

0

Process for Performance evaluation of Directors:

The process for performance evaluation is as under:

 Committee of Independent Directors evaluates the performance of Non-

Independent Directors including Chairperson of the Company taking into account

the views of Executive Director and Non-Executive Director, if any and also of the

Board as a whole.

 The Committee of Independent Directors shall report to the Board of such

evaluation. The Board may evaluate the performance of the Non-Independent

Directors, excluding the director being evaluated, either independently or

considering the evaluation of the Committee of Independent Directors.

 The Board shall evaluate the performance of the Independent Directors excluding

the director being evaluated and of the Board as a whole as well as the committees

of the Board.

 The evaluation will be carried out by means of assigning rating, within the

effectiveness rating band scale of 1 to 5, to each of the key attributes/parameters

of the Directors, quality of interactions among them and its effectiveness etc. The

ratings allotted shall be calculated as average of the total parameters.

 The Nomination and Remuneration Committee shall oversee the performance

evaluation of Board, its Committees and Individual Directors conducted by the

Committee of Independent Directors and the Board as per their respective terms

of reference. The Nomination and Remuneration Committee shall on completion of

48

the evaluation process by the Board as well as the Committee of Independent

Directors, in its next meeting and report to the Board.

 The NRC to consider the said evaluations of the directors at the time of expiry of

the term of the Independent Directors for a decision on their renewal and suitably

recommend to the Board. The minimum average score for recommendation to the

Board to take a view shall be 3.

Review:

The Policy shall reviewed by the Board at least on a yearly basis or at such

intervals as may be required at the discretion of the Chairman of the Board.

Record keeping: The AMC shall maintain records of evaluation sheets

perpetually and shall minute the results of the evaluation

The policy shall be effective from 31

st

December 2015.

49

NOMINATION AND REMUNERATION POLICY

IDBI Asset Management Limited

Change Matrix

Title:

Nomination and Remuneration Policy

DOC

ID:

IDBI

AM

-

NRP

-

2

.

0

Policy Owner:

Secretarial

Department

Policy Administrator:

Secretarial

Department

Policy Adherence by:

Secretarial

Department

Release Date:

December

2015

Last Date of Update:

December

2015

Version Number:

2.0

Reviewed By:

Secretarial Department

Approved By:

50

Propriety:

This document is the sole property of IDBI

Asset Management Limited. Any use or

duplication of this document without express

permission of IDBI Asset Management is strictly

forbidden and illegal.

Note:

This Policy is prepared keeping in mind the

industry practices and as per Companies act

2013. The manual will be reviewed and

updated every financial year.

51

IDBI ASSET MANAGEMENT LTD.

NOMINATION & REMUNERATION POLICY

I. Background

In terms of Section 178(3) of the Companies Act 2013, the Nomination & Remuneration

Committee will formulate and recommend to the Board a policy relating to the Remuneration

for Directors, Key Managerial Personnel and other employees of IDBI AMC.

In terms of Section 178 (4) of the Companies Act, 2013, while formulating the policy under

Sub Section (3), the Nomination & Remuneration Committee shall ensure that:

a)

the level and composition of remuneration is reasonable and sufficient to attract, retain

and motivate directors of the quality required to run the company successfully;

b)

relationship of remuneration to performance is clear and meets appropriate performance

benchmarks; and

c)

remuneration to directors, key managerial personnel and senior management involves a

balance between fixed and incentive pay reflecting short and long term performance

objectives appropriate to the working of the company and its goals:

Provided that such policy shall be disclosed in the Board’s Report.

II Objective and purpose of the Policy:

The objective and purpose of this policy are:

• To lay down criteria and terms and conditions with regard to identifying persons who are

qualified to become Directors (Executive and Non-Executive) and persons who may be appointed

in Senior Management and Key Managerial positions and to determine their remuneration.

• To recommend to the Board their appointment and removal.

• To determine remuneration based on the Company’s size and financial position and trends and

practices on remuneration prevailing in peer companies, in the Mutual Fund industry.

• To carry out evaluation of the performance of Directors.

• To retain, motivate and promote talent and to ensure long term sustainability of talented

managerial persons and create competitive advantage. In the context of the aforesaid criteria the

following policy has been formulated by the Nomination and Remuneration Committee and

adopted by the Board of Directors at its meeting held on August 25, 2014.

III Effective Date:

52

This policy shall be effective from 2014-15.

IV Constitution of the Nomination and Remuneration Committee:

The Nomination and Remuneration Committee of the Company was constituted in the Board

meeting held on April 9 2014 and has been reconstituted from time to time.

The Nomination and Remuneration Committee comprises of following Directors:

1. Shri J N Godbole Chairman Non executive Independent Director

2. Shri N S Venkatesh Member Non executive Director

3. Ms. Geeta P Shetti Member Non executive Independent Director

4. Lt. Gen. Mukesh Sabharwal Member Non executive Independent Director

5. Shri A V Rammurty Member Non executive Independent Director

The Board has the power to reconstitute the Committee consistent with the Company’s policy

and applicable statutory requirement.

V Definitions

• Board means Board of Directors of the Company.

• Directors means Directors of the Company.

• Committee means Nomination and Remuneration Committee of the Company as constituted or

reconstituted by the Board.

• Company means IDBI Asset Management Limited.

• Independent Director means a director referred to in Section 149 (6) of the Companies Act,

2013.

• Key Managerial Personnel (KMP) means-

(i)

the Chief Executive Officer or the managing director

(ii)

Chief Financial Officer;

(iii)

Company Secretary;

(iv)

Such other officer as may be prescribed under the applicable statutory provisions /

regulations.

• Senior Management means personnel of the company who are members of its core

management team excluding Board of Directors comprising all members of management one

level below the executive directors, including the functional heads

Applicability

53

The Policy is applicable to

• Directors (Executive and Non Executive)

• Key Managerial Personnel

• Senior Management Personnel

VI Policy for appointment and removal, Remuneration of Directors

• Appointment criteria and qualifications:

1. The Committee shall identify and ascertain the integrity, qualification, expertise and

experience of the person for appointment as Director, KMP or at Senior Management level and

recommend to the Board his / her appointment.

2. A person should possess adequate qualification, expertise and experience for the position he /

she is considered for appointment. The Committee has discretion to decide whether

qualification, expertise and experience possessed by a person is sufficient / satisfactory for the

concerned position.

• In terms of Article 171(b) of the Articles of Association of IDBI AMC, two Directors of IDBI AMC

are appointed by IDBI Bank. The Directors so appointed, shall not be paid any remuneration or

sitting fees by IDBI AMC.

• Further IDBI Bank shall also nominate one of its officials to act as MD & CEO of IDBI AMC. The

remuneration and compensation structure, are paid by the Company, on reimbursement basis to

IDBI Bank, as per advice issued by IDBI Bank from time to time and for such period as may be

specified in this regard. These Pay Scales and Remuneration structure are fixed by IDBI Bank

Limited based on negotiations with respective employee associations and after obtaining Board

of Directors’ and Government of India’s approval in this regard. However, as per Companies Act

2013, the term of appointment shall not exceed five years at a time. No re-appointment shall be

made earlier than one year before the expiry of term

• Apart from the above, no other Remuneration shall be payable to any other Director on the

Board of IDBI AMC except the payment of sitting fees to Independent Directors of the Company

@Rs.20,000/- per meeting of the Board and Audit Committee of the Board and @Rs. 10,000/- per

meeting for other Board Committee Meetings and Annual General Meetings. These rates of

sitting fees are prescribed by IDBI Bank, the Holding Company and would also be approved by

AMC’s Board of Directors. The rates of sitting fees would be accordingly revised with the revision

in fees by IDBI Bank Ltd. as may be notified from time to time. Apart from the sitting fees, the

expenses on Travel, Transport and Stay of outstation Directors attending the Board and Board

Committee Meetings would also be borne by IDBI AMC. An Independent Director shall not be

entitled to any stock option of the Company.

54

• An Independent Director shall hold office for a term up to five consecutive years on the Board

of the Company and will be eligible for re-appointment on passing of a special resolution by the

Company and disclosure of such appointment in the Board's report.

• No Independent Director shall hold office for more than two consecutive terms, but such

Independent Director shall be eligible for appointment after expiry of three years of ceasing to

become an Independent Director. Provided that an Independent Director shall not, during the

said period of three years, be appointed in or be associated with the Company in any other

capacity, either directly or indirectly.

• However, if a person who has already served as an Independent Director for 5 years or more in

the Company as on 1st October, 2014 or such other date as may be determined by the

Committee as per regulatory requirement, he / she shall be eligible for appointment for one

more term of 5 years only.

• At the time of appointment of Independent Director it should be ensured that number of

Boards on which such Independent Director serves is restricted to 20 companies of which 10

public Companies as an Independent Director.

• Evaluation:

The Committee shall carry out evaluation of performance of every Director at regular interval

(yearly).

• Removal:

Due to reasons for any disqualification mentioned in the Companies Act, 2013, rules made

thereunder or under any other applicable Act, rules and regulations, the Committee may

recommend, to the Board with reasons recorded in writing, removal of a Director, KMP or Senior

Management Personnel subject to the provisions and compliance of the said Act, rules and

regulations.

• Retirement:

The Directors shall retire as per the applicable provisions of the Companies Act, 2013 and the

prevailing policy of the Company.

VII Remuneration of Key Managerial Personnel

In terms of section 2(51) of the companies Act, 2013, Key Managerial Personnel, in relation to

a company means:

(i)

The CEO or Managing Director;

(ii)

The Whole Time Director;

(iii)

The Company Secretary;

(iv)

The Chief Financial Officer (CFO); and

55

(v)

Such other officer as may be prescribed

The Remuneration Policy for MD is as covered under Para II of this Policy. As regards CFO and

the Company Secretary, the positions and Remuneration structure would be as per the

compensation structure of IDBI AMC and as per IDBI Bank’s remuneration and compensation

structure, if on deputation from IDBI Bank Limited.

The remuneration / compensation / commission etc. to the KMP and Senior Management

Personnel will be determined by the Committee and recommended to the Board for

approval.

II. Remuneration of Officers and Employees

The Pay Scales and Remuneration structure of IDBI AMC’s Officers and Employees would be

as per the compensation structure of IDBI AMC.

III. Attendance of Chairperson of Remuneration

Committee at General Meetings

In compliance of the requirements of Section 178(7) of the Companies Act, 2013, the

Chairperson or in his / her absence, any other member of the Remuneration Committee (who

will be deemed to be authorized by the Chairperson) shall attend IDBI AMC’s General

Meetings including Annual General Meetings.

56

Annexure ’D’

FORM NO. AOC.2

Form for disclosure of particulars of contracts/arrangements entered into by the company with related parties

referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arms length

transactions under third proviso thereto

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the

Companies (Accounts) Rules, 2014)

1. Details of contracts or arrangements or transactions not at arm's length basis

(a) Name(s) of the related party and nature of relationship:

(b) Nature of contracts/arrangements/transactions:

(c) Duration of the contracts/arrangements/transactions:

(d) Salient terms of the contracts or arrangements or transactions including the value, if any:

(e) Justification for entering into such contracts or arrangements or transactions:

(f) Date(s) of approval by the Board:

(g) Amount paid as advances, if any: Premium paid in advance yearly.

(h) Date on which the special resolution was passed in general meeting as required under first proviso

to section 188:

2. Details of material contracts or arrangement or transactions at arm's length basis

(a) Name(s) of the related party and nature of relationship: IDBI Federal Life Insurance Company

Limited– Group Company

(b) Nature of contracts/arrangements/transactions: Group Insurance Policy continuing and renewed every

year by paying premium.

(c) Duration of the contracts/arrangements/transactions: Yearly Contract which is renewable each year

(d) Salient terms of the contracts or arrangements or transactions including the value, if any: Limit is

Rs. 56,56,854 for all existing and new employees of IDBI Asset Management Ltd. basic death benefit 3 times

of CTC and Accidental death benefit equal to basic sum assured subject to maximum Rs. 50,00,000/- as per

member schedule

.

SUM Insured : Rs. 50,44,47,539

(e) Date(s) of approval by the Board, if any: 20

th

April, 2015

(f) Amount paid as advances, if any: NIL

(g) Justification for entering into the contracts/arrangements/transactions: The Company as part of its

social security measure had taken this policy. Further the same was selected on a quotation basis and

was found competitive compared to quotes offered by other Insurance Companies

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

Mumbai

Date:

Dilip Kumar Mandal (03313130) Kishor Piraji Kharat (07266945)

MD&CEO CHAIRMAN

57

FORM NO. AOC.2

Form for disclosure of particulars of contracts/arrangements entered into by the company with related parties

referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arms length

transactions under third proviso thereto

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the

Companies (Accounts) Rules, 2014)

1. Details of contracts or arrangements or transactions not at arm's length basis

(a) Name(s) of the related party and nature of relationship:

(b) Nature of contracts/arrangements/transactions:

(c) Duration of the contracts/arrangements/transactions:

(d) Salient terms of the contracts or arrangements or transactions including the value, if any

(e) Justification for entering into such contracts or arrangements or transactions

(f) Date(s) of approval by the Board

(g) Amount paid as advances, if any:

(h) Date on which the special resolution was passed in general meeting as required under first proviso

to section 188

2. Details of material contracts or arrangement or transactions at arm's length basis

(a) Name(s) of the related party and nature of relationship: IDBI Capital Market Services & Securities

Limited (Formerly known as IDBI Capital Market Services Ltd) (U65990MH1993GOI075578) – Group

Company

(b) Nature of contracts/arrangements/transactions:

To distribute Mutual Funds of IDBI Mutual Fund.

To market the products of IDBI Mutual Fund through their distribution network.

(c) Duration of the contracts/arrangements/transactions: The transactions are done on a regular basis

based on the applications received, commissions are paid on upfront as well as trail basis at the rates

which are determined on a quarterly basis.

(d) Salient terms of the contracts or arrangements or transactions including the value, if any:

It is not possible to ascribe a monetary value to the transactions that may be undertaken by the

Company under the said Contract in future, since the same would depend on various factors such as

the industry scenario, volume of transactions, regulatory limits and the term of the said Contract.

TERMS & CONDITIONS

• The rate defined in the structure would be applicable for lump sum as well as SIP, STP investments.

For Systematic Transactions, respective scheme commission structure will be applicable.

• All Brokerages/Incentives are gross & inclusive of all statutory levies including service tax &

education cess. Net Amount after deducting the statutory levies will be paid to the distributor. The

service tax will be deducted from the brokerage payout at the time of payment.

• Trail brokerage is payable monthly.

• Recovery of Distribution incentive Paid: Upfront incentive (inclusive of any promotional incentive)

paid to the Distributor is being recovered in the following manner:

o The upfront incentive paid to a Distributor will be recovered from the Distributor, if the money (for

which such distribution incentive was paid) is redeemed (change in the broker code shall be

considered as redemption) before the completion of one year from the date of allotment of units

(specified period) for such scheme/ investment.

o The Recovery will be made on a prorata basis, depending upon the number of days for which the

investment has stayed invested in the fund before being redeemed within the specified period.

58

o No. of days will be considered for the computation of the recoveries wherever the specified period

are mentioned in 1 year as 365 days respectively.

o For redemptions within the specified period, the recovery of the brokerage will be equal to

distribution incentive paid x (No. of days for the specified period – No. of days the monies have stayed

in the funds) / (No. of days for the specified period).

o RECOVERY OF THE DISTRIBUTION INCENTIVE OR ADDITIONAL INCENTIVE WILL BE

AT THE ARN LEVEL AND NOT THE SCHEME LEVEL

• On triggered SIPs/STPs, rate existing at the time of SIP/STP registration will be applicable.

• This attached brokerage structure is applicable for the period 1st July, 2015 to 30th September 2015.

IDBI Asset Management Ltd. reserves the rights to change /modify/discontinues/ withhold the rates

and slabs mentioned at its sole discretion without any prior intimation or notification or in case of

Regulatory Changes / Change in Industry practices in respect to payment of Brokerages. The AMC, its

employees or Trustees shall not be responsible for any losses incurred by anyone due to change or

errors in the brokerage structure.

• The brokerage structure mentioned herein is solely payable to AMFI certified & KYD complied

distributors empanelled with us.

• Trail rate mentioned may change in case of any change in SEBI/AMFI regulations or cost structure.

• No upfront brokerage will be payable for intrascheme switches.

• The rules and regulations of SEBI / AMFI pertaining to brokerage payment to distributors will also

be applicable for payment of the contest incentive. The distributor shall adhere to SEBI circular dated

26th June, 2002 on code of conduct and ensure that no rebate is given to investors in any form.

• All distributors should abide by the code of conduct and rules/regulations laid down by SEBI &

AMFI.

• Mutual Funds investments are subject to market risks. Please read the scheme documents carefully.

Please read the Statement of Additional Information (SAI) and Scheme Information Document (SID) to

confirm the scheme details and refer to our website www.idbimutual.co.in, for any further details.

• The brokerage/commission/remuneration structure is subject to the terms and conditions mentioned

in the distributor agreement and or/Empanelment Form, as may be amended from time to time.

• Please note that commission will be withheld if the total commission payable is less than Rs 100/.

Such commission will be paid in the subsequent payment cycle provided if the commission amount

exceeds Rs 100/.

• Kindly ensure to mention the EUIN along with ARN code in all the Application Forms/ Transaction

slip in the designated space. If the transaction is execution only, please arrange for the investor’s

signature in the designated space for EUIN declaration.

• As per AMFI circular ref. CIR/ ARN13/1112 dated October 14, 2011, the payment of commission

(upfront/trail) accrued after the expiry of ARN is to be suspended till renewal of ARN. No commission

shall be paid for new business procured during the suspended period of ARN. In case ARN is not

renewed within 6 months of expiry, the entire commission accrued will be written off. Also

commissions will be suspended if distributors do not furnish self declaration certificate within 3

months of the end of the financial year. Kindly refer the circular for more details.

Additional Terms & Conditions for B15 cities

• B15 incentive is payable upfront for single applications less than or equal to Rs. 2 Crores. For single

applications exceeding Rs. 2 Crores, B15 incentive will be paid in 12 monthly equal installments.

• The AMC reserves the right not to pay Commission/Incentive on assets mobilized through multiple

/ split applications from the same investor where such arrangement is made with an intention to

benefit from incentive structure.

• Top 15 cities refers to Top 15 Cities provided by AMFI & Beyond 15 cities refers to all the cities

beyond the Top 15 cities. The list of Top 15 cities are:

Ahmedabad, Bangalore, Baroda, Chandigarh, Chennai, Hyderabad, Jaipur, Kanpur, Kolkata, Lucknow,

Mumbai (Including Thane & Navi Mumbai), New Delhi

(including NCR), Panjim, Pune and Surat

59

• B15 incentive will be payable on the applications procured from residents of all the cities beyond the

Top 15 cities as per Pincode Master circulated by AMFI from time to time.

• Identifying and tagging of a transaction as B15 transaction will be at the sole discretion of AMC and

as per the guidelines and list of Pin codes issued by SEBI and/or AMFI from time to time.

• Applications procured from eligible Foreign Institutional Investors business will not be eligible for

B15 incentive.

• Recovery of Additional incentive Paid: Recovery of additional incentive paid to the distributor is

being introduced in the following manner:

o The additional incentive paid to a distributor will be recovered in full from the distributor, if the

investment (for which such additional incentive was paid) is redeemed before the completion of one

year (365 days) of such investment.

o The Recovery will be made from the brokerage payable to the distributor for the month in which

redemption has been made. E.g. If the redemption has been made in the month of July ’15, the recovery

will be made from the Brokerage payable for the month of Aug ’15.

o In case the Brokerage payable to the distributor is insufficient to cover the recovery amount, the

recovery will be tried for three consecutive months.

In case the recovery is still not possible, a demand notice will be sent to the distributor asking him to

refund the money to the AMC. In case the distributor does not pay the money within 1 month from the

date of the receipt of the notice, the AMC will approach AMFI for the resolution of the same or initiate

the required corrective action including legal proceedings as it may deem fit.

o RECOVERY OF THE DISTRIBUTION INCENTIVE OR ADDITIONAL INCENTIVE WILL BE AT THE

ARN LEVEL AND NOT THE SCHEME LEVEL

(e) Date(s) of approval by the Board, if any: 20

th

April, 2015, June 27, 2015, October 28, 2015 and

December 30, 2015.

(f) Amount paid as advances, if any: NIL

(g) Justification for entering into the contracts/arrangements/transactions: IDBI Capital Market Services

Limited is a AMFI registered Mutual Fund Distributor. Further, IDBI Capital Market Services

Limited has presence in major cities of India. In order to tap the clients of IDBI Capital Market

Services Limited and to have a wider publicity for the schemes of IDBI Mutual Fund, IDBI Capital

Market Services Limited was empanelled amongst other Distributors. The company has

empanelled more than 6000 distributors as on March 31, 2016.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

Mumbai

Date:

Dilip Kumar Mandal (03313130) Kishor Piraji Kharat (07266945)

MD&CEO CHAIRMAN

60

FORM NO. AOC.2

Form for disclosure of particulars of contracts/arrangements entered into by the company with related parties

referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arms length

transactions under third proviso thereto

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the

Companies (Accounts) Rules, 2014)

1. Details of contracts or arrangements or transactions not at arm's length basis

(a) Name(s) of the related party and nature of relationship:

(b) Nature of contracts/arrangements/transactions:

(c) Duration of the contracts/arrangements/transactions:

(d) Salient terms of the contracts or arrangements or transactions including the value, if any

(e) Justification for entering into such contracts or arrangements or transactions

(f) Date(s) of approval by the Board

(g) Amount paid as advances, if any:

(h) Date on which the special resolution was passed in general meeting as required under first proviso

to section 188

2. Details of material contracts or arrangement or transactions at arm's length basis

(a) Name(s) of the related party and nature of relationship: IDBI Mutual Fund – MF Trust constituted

under Indian Trust Act 1882

(b) Nature of contracts/arrangements/transactions: To obtain Management fees from IDBI Mutual Fund

for managing the schemes of the Fund

(c) Duration of the contracts/arrangements/transactions:

Has authorized IDBI AMC to act as Investment

Manager to IDBI Mutual Fund and manage affairs and operations of the Fund. The Company has

entered into an Investment Management agreement with IDBI Asset Management Limited.

(d) Salient terms of the contracts or arrangements or transactions including the value, if any:

Management fees .To charge with recurring expenses and such other costs as per permissible limit

prescribed by SEBI. To incur expenses on behalf of Mutual Fund and take on books expenses crossing

the threshold limit.

(e) Date(s) of approval by the Board, if any: 13

th

February, 2010.

(f) Amount paid as advances, if any: NIL

(g) Justification for entering into the contracts/arrangements/transactions: Regulation 52 of SEBI (Mutual

Fund) Regulations 1996 allows IDBI Asset Management Limited to recover from the schemes

management fees for managing the schemes of IDBI Mutual Fund as per the Investment Management

Agreement dated 26

th

February 2010 entered into with IDBI MF Trustee Company Limited (Trustees to

IDBI Mutual Fund).

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

Mumbai

Date:

Dilip Kumar Mandal (03313130) Kishor Piraji Kharat (07266945)

MD&CEO CHAIRMAN

61

FORM NO. AOC.2

Form for disclosure of particulars of contracts/arrangements entered into by the company with related parties

referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arms length

transactions under third proviso thereto

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the

Companies (Accounts) Rules, 2014)

1. Details of contracts or arrangements or transactions not at arm's length basis

(a) Name(s) of the related party and nature of relationship:

(b) Nature of contracts/arrangements/transactions:

(c) Duration of the contracts/arrangements/transactions:

(d) Salient terms of the contracts or arrangements or transactions including the value, if any

(e) Justification for entering into such contracts or arrangements or transactions

(f) Date(s) of approval by the Board

(g) Amount paid as advances, if any:

(h) Date on which the special resolution was passed in general meeting as required under first proviso

to section 188

2. Details of material contracts or arrangement or transactions at arm's length basis

(a) Name(s) of the related party and nature of relationship: IDBI Bank Limited

(L65190MH2004GOI148838) – Holding Company

(b) Nature of contracts/arrangements/transactions: To distribute Mutual Funds of IDBI Mutual Fund. To

market the products of IDBI Mutual Fund through their distribution network.

(c) Duration of the contracts/arrangements/transactions: The transactions are done on a regular basis

based on the applications received, commissions are paid on upfront as well as trail basis at the rates

which are determined on a quarterly basis.

(d) Salient terms of the contracts or arrangements or transactions including the value, if any: Trail

Commission/Brokerage: It is not possible to ascribe a monetary value to the transactions that may be

undertaken by the Company under the said Contract in future, since the same would depend on

various factors such as the industry scenario, volume of transactions, regulatory limits and the term of

the said Contract.

TERMS & CONDITIONS

• The rate defined in the structure would be applicable for lump sum as well as SIP, STP investments.

For Systematic Transactions, respective scheme commission structure will be applicable.

• All Brokerages/Incentives are gross & inclusive of all statutory levies including service tax &

education cess. Net Amount after deducting the statutory levies will be paid to the distributor. The

service tax will be deducted from the brokerage payout at the time of payment.

• Trail brokerage is payable monthly.

• Recovery of Distribution incentive Paid: Upfront incentive (inclusive of any promotional incentive)

paid to the Distributor is being recovered in the following manner:

o The upfront incentive paid to a Distributor will be recovered from the Distributor, if the money (for

which such distribution incentive was paid) is redeemed (change in the broker code shall be

considered as redemption) before the completion of one year from the date of allotment of units

(specified period) for such scheme/ investment.

o The Recovery will be made on a prorata basis, depending upon the number of days for which the

investment has stayed invested in the fund before being redeemed within the specified period.

62

o No. of days will be considered for the computation of the recoveries wherever the specified period

are mentioned in 1 year as 365 days respectively.

o For redemptions within the specified period, the recovery of the brokerage will be equal to

distribution incentive paid x (No. of days for the specified period – No. of days the monies have stayed

in the funds) / (No. of days for the specified period).

o RECOVERY OF THE DISTRIBUTION INCENTIVE OR ADDITIONAL INCENTIVE WILL BE

AT THE ARN LEVEL AND NOT THE SCHEME LEVEL

• On triggered SIPs/STPs, rate existing at the time of SIP/STP registration will be applicable.

• This attached brokerage structure is applicable for the period 1st July, 2015 to 30th September 2015.

IDBI Asset Management Ltd. reserves the rights to change /modify/discontinues/ withhold the rates

and slabs mentioned at its sole discretion without any prior intimation or notification or in case of

Regulatory Changes / Change in Industry practices in respect to payment of Brokerages. The AMC, its

employees or Trustees shall not be responsible for any losses incurred by anyone due to change or

errors in the brokerage structure.

• The brokerage structure mentioned herein is solely payable to AMFI certified & KYD complied

distributors empanelled with us.

• Trail rate mentioned may change in case of any change in SEBI/AMFI regulations or cost structure.

• No upfront brokerage will be payable for intrascheme switches.

• The rules and regulations of SEBI / AMFI pertaining to brokerage payment to distributors will also

be applicable for payment of the contest incentive. The distributor shall adhere to SEBI circular dated

26th June, 2002 on code of conduct and ensure that no rebate is given to investors in any form.

• All distributors should abide by the code of conduct and rules/regulations laid down by SEBI &

AMFI.

• Mutual Funds investments are subject to market risks. Please read the scheme documents carefully.

Please read the Statement of Additional Information (SAI) and Scheme Information Document (SID) to

confirm the scheme details and refer to our website www.idbimutual.co.in, for any further details.

• The brokerage/commission/remuneration structure is subject to the terms and conditions mentioned

in the distributor agreement and or/Empanelment Form, as may be amended from time to time.

• Please note that commission will be withheld if the total commission payable is less than Rs 100/.

Such commission will be paid in the subsequent payment cycle provided if the commission amount

exceeds Rs 100/.

• Kindly ensure to mention the EUIN along with ARN code in all the Application Forms/ Transaction

slip in the designated space. If the transaction is execution only, please arrange for the investor’s

signature in the designated space for EUIN declaration.

• As per AMFI circular ref. CIR/ ARN13/1112 dated October 14, 2011, the payment of commission

(upfront/trail) accrued after the expiry of ARN is to be suspended till renewal of ARN. No commission

shall be paid for new business procured during the suspended period of ARN. In case ARN is not

renewed within 6 months of expiry, the entire commission accrued will be written off. Also

commissions will be suspended if distributors do not furnish self declaration certificate within 3

months of the end of the financial year. Kindly refer the circular for more details.

Additional Terms & Conditions for B15 cities

• B15 incentive is payable upfront for single applications less than or equal to Rs. 2 Crores. For single

applications exceeding Rs. 2 Crores, B15 incentive will be paid in 12 monthly equal installments.

• The AMC reserves the right not to pay Commission/Incentive on assets mobilized through multiple

/ split applications from the same investor where such arrangement is made with an intention to

benefit from incentive structure.

• Top 15 cities refers to Top 15 Cities provided by AMFI & Beyond 15 cities refers to all the cities

beyond the Top 15 cities. The list of Top 15 cities are: Ahmedabad, Bangalore, Baroda, Chandigarh,

Chennai, Hyderabad, Jaipur, Kanpur, Kolkata, Lucknow, Mumbai (Including Thane & Navi Mumbai),

New Delhi

(including NCR), Panjim, Pune and Surat

63

• B15 incentive will be payable on the applications procured from residents of all the cities beyond the

Top 15 cities as per Pincode Master circulated by AMFI from time to time.

• Identifying and tagging of a transaction as B15 transaction will be at the sole discretion of AMC and

as per the guidelines and list of Pin codes issued by SEBI and/or AMFI from time to time.

• Applications procured from eligible Foreign Institutional Investors business will not be eligible for

B15 incentive.

• Recovery of Additional incentive Paid: Recovery of additional incentive paid to the distributor is

being introduced in the following manner:

o The additional incentive paid to a distributor will be recovered in full from the distributor, if the

investment (for which such additional incentive was paid) is redeemed before the completion of one

year (365 days) of such investment.

o The Recovery will be made from the brokerage payable to the distributor for the month in which

redemption has been made. E.g. If the redemption has been made in the month of July ’15, the recovery

will be made from the Brokerage payable for the month of Aug ’15.

o In case the Brokerage payable to the distributor is insufficient to cover the recovery amount, the

recovery will be tried for three consecutive months.

In case the recovery is still not possible, a demand notice will be sent to the distributor asking him to

refund the money to the AMC. In case the distributor does not pay the money within 1 month from the

date of the receipt of the notice, the AMC will approach AMFI for the resolution of the same or initiate

the required corrective action including legal proceedings as it may deem fit.

o RECOVERY OF THE DISTRIBUTION INCENTIVE OR ADDITIONAL INCENTIVE WILL BE AT

THE ARN LEVEL AND NOT THE SCHEME LEVEL

(e) Date(s) of approval by the Board, if any: 20

th

April, 2015, June 27, 2015, October 28, 2015 and

December 30, 2015..

(f) Amount paid as advances, if any: NIL

(g) Justification for entering into the contracts/arrangements/transactions: IDBI Bank Limited is a AMFI

registered Mutual Fund Distributor. Further, IDBI Bank Limited has more than 1800 branches in India.

In order to tap the clients of IDBI Bank Limited, to provide an additional bouquet of investment as

part of financial inclusion and to have a wider publicity for the schemes of IDBI Mutual Fund, IDBI

Bank Limited was empanelled amongst other Distributors. The company has empanelled more than

6000 distributors as on March 31, 2016.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

Mumbai

Date:

Dilip Kumar Mandal (03313130) Kishor Piraji Kharat (07266945)

MD&CEO CHAIRMAN

64

FORM NO. AOC.2

Form for disclosure of particulars of contracts/arrangements entered into by the company with related parties

referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arms length

transactions under third proviso thereto

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the

Companies (Accounts) Rules, 2014)

1. Details of contracts or arrangements or transactions not at arm's length basis

(a) Name(s) of the related party and nature of relationship:

(b) Nature of contracts/arrangements/transactions:

(c) Duration of the contracts/arrangements/transactions:

(d) Salient terms of the contracts or arrangements or transactions including the value, if any

(e) Justification for entering into such contracts or arrangements or transactions

(f) Date(s) of approval by the Board

(g) Amount paid as advances, if any:

(h) Date on which the special resolution was passed in general meeting as required under first proviso

to section 188

2. Details of material contracts or arrangement or transactions at arm's length basis

(a) Name(s) of the related party and nature of relationship: IDBI Bank Limited

(L65190MH2004GOI148838) – Holding Company

(b) Nature of contracts/arrangements/transactions: Office space at 13 locations to employees of IDBI

AMC on leave and License basis. Office Space is being provided to employees within the office

premises of IDBI Bank.

(c) Duration of the contracts/arrangements/transactions: the contracts are entered on a perpetual basis

subject to termination by either party

(d) Salient terms of the contracts or arrangements or transactions including the value, if any: Rent

payable on monthly basis or as and when raised by IDBI Bank Limited. The rent amount per sq ft. is as

follows for different locations:

Sr.

No.

Branch

Location

Address of the

Branches

Area

Sq. ft.

Rate

per sq.

ft.

Rs.

Total

Rs.

1

Mumbai

5th Floor, Mafatlal

Centre Nariman

Point, Mumbai

400021

8866.5

135.00

1196977.5

2

Delhi

4th Floor,

Indian Red

Cross Society

Building 1, Red

Cross Road, New

Delhi 110001

588.00

315.88

185737.44

3

Chandigarh

Sco

-

72

-

73, 3rd Floor.

Sector 17 B,

Chandigarh 160017

175.00

75.00

13125.00

4

Hyderabad

IDBI House 3rd

Floor, 5-9-89/1

Chapel Road

Hyderabad 500001

500.00

25.00

12500.00

65

5

Bangalore

IDBI House No. 58,

1st Floor, Mission

Road Bangalore

560027

684.00

100.00

68400.00

6

Ahmedabad

IDBI Complex, 1st

Floor Near Lall

Bunglows, off C G

Road Ahmedabad

380006

100.00

30.00

3000.00

7

Mumbai

-

Belapur

134.00

60

8040.00

8

Lucknow

Kisan Sehakari

Bhavan, 2 M G Marg,

Hajratganj Lucknow

226001

100.00

74.30

7430.00

9

Indore

IDBI Bank,

Mezzanine Floor

Ratlam Kothi,

Alankar Chembers

Geeta Bhavan, A B

Road Inore 452001

100.00

70.00

7000.00

10

Pune

IDBI House 4th

Floor, Dyaneshwar

Paduka Chawk, F C

Road Shivaji Nagar

Pune 411004

252.00

110.00

27720.00

11

Kolkata

IDBI House, 6th

Floor 44 Shakespeare

Sarani, Kolkata

700017

1000.00

50.00

50000.00

12

Cohin

Panampilly branch,

Cochin.

200.00

90.00

18000.00

13

Chennai

6/11, Balfour Road,

Kilpauk, Chennai

600010

760.00

86.

36579

65638.00

(e) Date(s) of approval by the Board, if any: 20

th

April, 2015. (in existence prior to commencement of

Companies act 2013)

(f) Amount paid as advances, if any: NIL

66

(g) Justification for entering into the contracts/arrangements/transactions: IDBI Bank Limited has more

than 1800 branches in India. In order to create synergy between the business of two Companies The

Mission of the Company is to promote Financial inclusion by assisting the common man in making

informed investment choices, through mutual funds and thus bring to them, the prosperity of the

capital markets. Thus it was felt that operating from the IDBI Bank premises would yield better results

and help the Company in increasing its business reach to niche clients of the bank at Arm’s length

basis. The rent charged by IDBI Bank is as per market valuation done by the Bank.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

Mumbai

Date:

Dilip Kumar Mandal (03313130) Kishor Piraji Kharat (07266945)

MD&CEO CHAIRMAN

67

FORM NO. AOC.2

Form for disclosure of particulars of contracts/arrangements entered into by the company with related parties

referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arms length

transactions under third proviso thereto

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the

Companies (Accounts) Rules, 2014)

1. Details of contracts or arrangements or transactions not at arm's length basis

(a) Name(s) of the related party and nature of relationship:

(b) Nature of contracts/arrangements/transactions:

(c) Duration of the contracts/arrangements/transactions:

(d) Salient terms of the contracts or arrangements or transactions including the value, if any

(e) Justification for entering into such contracts or arrangements or transactions

(f) Date(s) of approval by the Board

(g) Amount paid as advances, if any:

(h) Date on which the special resolution was passed in general meeting as required under first proviso

to section 188

2. Details of material contracts or arrangement or transactions at arm's length basis

(a) Name(s) of the related party and nature of relationship: IDBI MF Trustee Company Limited

(CIN:U65991MH2010PLC199326) – Group Company

(b) Nature of contracts/arrangements/transactions: To recover Secretarial accounts and Administration

fees from IDBI MF Trustee Company Limited for providing the Secretarial, Accounting and

Administration fees to IDBI MF Trustee Company Limited.

(c) Duration of the contracts/arrangements/transactions:

the Board of IDBI MFT has approved the said

policy in its meeting specifying the percentage and manner of recovering the said service charges.

(d) Salient terms of the contracts or arrangements or transactions including the value, if any:

Certain common expenses incurred by AMC such as Rent, Electricity, Maintenance relating to Mumbai

office premises and also a portion of salary expenses for the services rendered by AMC.

Out of the above common expenses we charge 5% to MF Trustee Co

The AMC officials take care of the work relating to secretarial matters, conducting of meetings, ROC

work, accounts/tax matters, SEBI compliance etc.. IDBI AMC is charging 1% of salary expenses

(e) Date(s) of approval by the Board, if any: 22

nd

October, 2013.

(f) Amount paid as advances, if any: NIL

(g) Justification for entering into the contracts/arrangements/transactions: IDBI MF Trustee Company

Limited is a group Company within the 3 tier Structure of IDBI Mutual Fund and is a wholly owned

subsidiary of IDBI Bank Limited. The Company does not have employees on its rolls and hence the

day to day operations of the said Company is managed by the employees of IDBI AMC from their

office located at 5

th

Floor Mafatlal Centre, Nariman Point, Mumbai 400021. Thus in order to maintain

arm’s length relationship with the Company, it was felt to recover a certain percentage of expenses as

fees for main areas of services.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

Mumbai

Date:

Dilip Kumar Mandal (03313130) Kishor Piraji Kharat (07266945)

MD&CEO CHAIRMAN

68

ANNEXURE E

Form No. MR-3

SECRETARIAL AUDIT REPORT

For the Financial Year Ended 31

st

March, 2016

[Pursuant to section 204(1) of the Companies Act, 2013 and Rule No.9 of

the Companies (Appointment and Remuneration Personnel) Rules, 2014]

To

The Members

M/s. IDBI Asset Management Limited

CIN: U65100MH2010PLC199319

IDBI Tower, WTC Complex,

Cuffe Parade, Colaba, Mumbai - 400005

We have conducted the secretarial audit of the compliance of applicable statutory provisions and

the adherence to good corporate practices by M/s. IDBI Asset Management Limited (hereinafter

called the Company). Secretarial Audit was conducted in a manner that provided us a reasonable

basis for evaluating the corporate conducts/statutory compliances and expressing our opinion

thereon.

Based on our verification of the Company’s books, papers, minute books, forms and returns filed

and other records maintained by the Company and also the information provided by the Company,

its officers, agents and authorized representatives during the conduct of secretarial audit, we

hereby report that in our opinion, the Company has, during the audit period covering the financial

year ended on 31

st

March, 2016, complied with the statutory provisions listed hereunder and also

that the Company has proper Board-processes and compliance mechanism in place to the extent, in

the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records

maintained by M/s. IDBI Asset Management Limited for the financial year ended on 31

st

March,

2016 according to the provisions of:

(i) The Companies Act, 2013 (“the Act”) and the rules made thereunder;

(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made

thereunder;

(iii) The Regulations and Guidelines prescribed under the Securities and Exchange Board of

India Act, 1992 (‘SEBI Act’) viz.:

(a) The Securities and Exchange Board of India (Mutual Fund) Regulations, 1996 as

amended from time to time.;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading)

Regulations, 1992;

69

(c) The Securities and Exchange Board of India (Substantial Acquisition of Shares and

Takeovers) Regulations, 2011;

(iv) Other Laws like labour laws, taxation and other laws applicable to the Company was as per

representation given by the Company.

We have also examined compliance with the applicable clauses of the following:

Secretarial Standards issued by The Institute of Company Secretaries of India.

We further report that, having regard to the compliance system prevailing in the Company and on

examination of the relevant documents and records in pursuance thereof, on test-check basis, the

Company has complied with the following laws specifically applicable to the Company.

(a) SEBI (Mutual Fund) Regulations, 1996

During the period under review, the Company has not received any letter from SEBI regarding

non-compliance. The Company has adequate compliance mechanism in place. Any exceptions are

regularly reported to SEBI and to the Board on half yearly basis as per stated regulations.

We further report that the Board of Directors of the Company is duly constituted with proper

balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes

in the composition of the Board of Directors that took place during the period under review were

carried out in compliance with the provisions of the Act.

Adequate notice is given to all the directors to schedule the Board Meetings, agenda and detailed

notes on agenda were sent at least seven days in advance and less than seven days in applicable

cases in accordance with the provisions of the Act, and a system exists for seeking and obtaining

further information and clarifications on the agenda items before the meeting and for meaningful

participation at the meeting.

All decisions at Board Meetings and Committee Meetings are carried out with majority voting

while dissenting member’s views, if any, are captured and recorded in the minutes of the meetings

of the Board of Directors or Committee of the Board as the case may be.

70

G.S.R. & Co.,

COMPANY SECRETARIES

We further report that based on the review of the compliance mechanism established by the

Company, there are adequate systems and processes in place in the Company commensurate with

the size, nature of business and operations of the Company to monitor and ensure compliance with

all applicable laws, rules, regulations and guidelines.

We further report that during the audit period no events have occurred which have a major bearing

on the Company’s affairs. However, the following events have occurred during the period under

review.

We further report that during the audit period the shareholders have given approval for :

(a) Delegation of authorization for related party transactions to Board under section 188 of the

Companies Act, 2013 vide special resolution passed at the Annual General Meeting held on

24.08.2015.

(b) For amendment to Articles of Association under section 14 of the Companies Act, 2013

vide special resolution passed at the Extra-ordinary General Meeting held on 30.12.2015.

We further report that during the audit period the shareholders have given approval for:

(c) Policy on related party transactions to formalize the reporting process and the same has

been placed on the website of the Company.

(d) Revised Employee Trading Policy in line with the requirement of SEBI (Prohibition of

Insider Trading) Regulations, 2015.

Place: Mumbai

Date : 5

th

August, 2016

For

G.S.R. & Co.,

COMPANY SECRETARIES

S/d-

G. SREENIVASA RAO

(C.P. No: 4966)

Note: This report is to be read with our letter of even date which is annexed as Appendix-A and

forms an integral part of this report.

71

G.S.R. & Co.,

COMPANY SECRETARIES

ANNEXURE ‘A’

To

The Members

M/s. IDBI Asset Management Limited

CIN: U65100MH2010PLC199319

IDBI Tower, WTC Complex,

Cuffe Parade, Colaba, Mumbai - 400005

Our report of even date is to be read along with this letter.

1. Maintenance of secretarial records is the responsibility of the management of the

Company. Our responsibility is to express an opinion on these secretarial records based

on our audit.

2. We have followed the audit practices and processes as were appropriate to obtain

reasonable assurance about the correctness of the contents of the Secretarial records.

The verification was done on test basis to ensure that correct facts are reflected in

secretarial records. We believe that the processes and practices, we followed provide a

reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records and

Books of Accounts of the Company.

4. Wherever required, we have obtained the management representation about the

compliance of laws, rules and regulations and happening of events etc.,

5. The compliance of the provisions of Corporate and other applicable laws, rules,

regulations, standards is the responsibility of management. Our examination was

limited to the verification of procedures on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability of the

Company nor of the efficiency or effectiveness with which the management has

conducted the affairs of the Company.

Place: Mumbai

Date : 5

th

August, 2016

For

G.S.R. & Co.,

COMPANY SECRETARIES

S/d-

G. SREENIVASA RAO

(C.P. No: 4966)

IDBI Asset Management Limited

Annual Report 2015-16

Proxy form

[Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies(Management and Administration) Rules, 2014]

Name of the company: IDBI ASSET MANAGEMENT LIMITED - CIN: U65100MH2010PLC199319

Registered ofce: IDBI TOWER, WTC COMPLEX, CUFFE PARADE, MUMBAI 400 005

Name of the member (s):

Registered Address:

Email Id:

Folio no/Client Id:

DP ID:

I/We, being the member (s) of ............. shares of the above named company, hereby appoint

1. Name : ............................................................................................. Address : ..............................................................................................................

............................................................... E-mail Id : ................................................................................... Signature:....................................or failing him

2. Name : ............................................................................................. Address : ..............................................................................................................

............................................................... E-mail Id : ................................................................................... Signature:....................................or failing him

3. Name : ............................................................................................. Address : ..............................................................................................................

............................................................... E-mail Id : ................................................................................... Signature:....................................or failing him

as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 6

th

Annual General Meeting of the company, to be held on the

30

th

day of August 2016 at 5.30 p.m. at the Registered Office of the Company situated at IDBI Tower on the 24

th

floor, WTC complex, Cuffe Parade,

Mumbai 400 005 and at any adjournment thereof in respect of such resolutions as are indicated below:

Resolution No.

1 Adoption of Financial Statements of the Company for the year ended 31st March, 2016 and the reports of the Board of Directors' and the Statutory

Auditors' and the comments of the Comptroller & Auditor General of India thereon.

2. To fix the Remuneration of the Statutory Auditors of the Company.

3 Confirmation of Shri Kishor Piraji Kharat (07266945) as Director, not liable to retire by rotation.

4 Confirmation of Shri Abhay Laxman Bongirwar (00660262) as Director, liable to retire by rotation.

5 To approve the authority to the Board of Directors of the Company to enter into related party transactions upto certain limits.

6. Amendment to Articles of Association of the Company.

Signed this ...... day of ......... 20....

Signature of shareholder ................................................................................................

Signature of Proxy holder(s) .........................................................................................

Note: This form of proxy in order to be effective should be duly completed and deposited at the Registered Ofce of the Company, not less than

48 hours before the commencement of the Meeting.

ATTENDANCE SLIP

PLEASE COMPLETE THIS ATTENDANCE SLIP AND HAND IT OVER AT THE ENTRANCE OF THE MEETING HALL

I/We hereby record my/our presence at the Sixth Annual General Meeting of the Equity Shareholders of IDBI Asset Management Limited, convened

at the Registered Office of the Company situated at IDBI Tower on the 24

th

floor, WTC complex, Cuffe Parade, Mumbai 400 005 on

Tuesday, 30

th

day of August, 2016, at 5.30 P. M.

Full Name of the *Shareholder/Proxy (in Block Letters)

Folio No. or Client/ DP ID No.:

No. of Shares held:

Name of the proxy

Signature

*Strike out whichever is not applicable

NOTE:

Members who have multiple folios / demat accounts with different joint holders may use copies of this attendance slip. Only Shareholders of the

Company or their Proxies will be allowed to attend the Meeting.

Equity Shareholders attending the meeting in person or by proxy or through authorised representative are requested to complete and bring the

Attendance Slip and hand it over at the entrance of the meeting hall.

IDBI Asset Management Limited

Annual Report 201

5-16

NOTES

IDBI Asset Management Limited

Annual Report 201

5-16

NOTES

IDBI ASSET MANAGEMENT LIMITED

CIN: U65100MH2010PLC199319

Corporate Oce

5

th

Floor, Mafatlal Centre, Nariman Point, Mumbai - 400 021.

Registered Oce

IDBI Tower, WTC Complex, Cue Parade, Mumbai - 400 005.

All India Toll Free No.: 1800-419-4324 • Tel. No.: (+91 22) 66442800 • Fax No.: (+91 22) 6644 2801

Email ID: cont[email protected] • SMS IDBIMF to 09220092200 • Website: www.idbimutual.co.in