Directors’ Report

Dear Members,

Your Directors have pleasure in presenting Nineteenth Annual Report of your Company with the audited financial statements for the financial year ended 31st March, 2014. Financial Results             

The financial performance of the Company for the year ended 31st March, 2014 is summarized below:

                                                                                                                                                                                (Amount in Rs.)

 Review of Business

Your Directors are pleased to inform that during the financial year under review, your Company has earned the net profit after tax of Rs. 12,07,20,950 as compared to previous year’s net profit after tax of Rs. 69,56,685.

Restructuring

The Hon’ble High Court of Bombay vide its Order dated December 20, 2013, issued on January 16, 2014 (“Order”), approved the Scheme of Arrangement (“Scheme”) between IIFL Holdings Limited (‘Transferor Company’) and India Infoline Limited (‘Transferee Company’) and their respective shareholders under sections 391 to 394 of the Companies Act, 1956, and the same is effected with the filing of the Order with the Registrar of Companies vide its acknowledgement dated February 13, 2014.

Pursuant to the Scheme approved by the High Court:

1.         The “Financial Services Undertaking” consisting of Broking, Depository Participant, Portfolio Management, Mutual Fund Distribution and Investment Banking business stands transferred from the Transferor Company to the Transferee Company on a going concern basis.

2.         The name of the Company is changed to India Infoline Limited from India Infoline Distribution Company Limited in terms of Fresh Certificate of Incorporation dated February 27, 2014, issued by the Registrar of Companies, Maharashtra, Mumbai.

    Deposits

During the period under review, your Company has not accepted / renewed any deposits with the meaning of Section 58A of the Companies Act, 1956 and Section 73 of the Companies Act, 2013 and the rules made thereunder.

 Auditors

M/s Sharp & Tannan Associates, Chartered Accountants, Statutory Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting and being eligible offers themselves for re-appointment. M/s Sharp & Tannan Associates have sought re-appointment and confirmed that their re-appointment shall be within the limits of Section 139 of the Companies Act, 2013. The necessary eligibility certificate under Section 141 of the Companies Act, 2013 has been received from them. Your Board recommends appointment of M/s Sharp & Tannan Associates, Chartered Accountants, as the Statutory Auditors of the Company to hold office from this Annual General Meeting to the conclusion of next Annual General Meeting.

 Directors

In accordance with the provisions of Section 152 of Companies Act 2013 and in terms of applicable provisions of the Articles of Association of the Company, Mr. R. Venkataraman (holding DIN 00011919), Director of the Company, who retires by rotation and being eligible, offers himself for re-appointment.

During the financial year under review, Mr. Mukesh Kumar Singh,resigned from the Board of your Company. Your Directors place on record their appreciation for the valuable services rendered by Mr. Singh and the guidance received from him during his tenure as the Director.

Mr. Nilesh Vikamsey has been appointed as an additional Director of the Company and holds the position till the date of ensuing Annual General Meeting of the Company. The Company has received notice in writing from a member under Section 160 of the Companies Act, 2013 and the rules made there under, proposing appointment of Mr. Vikamsey as a Directors of the Company. The proposal to appoint Mr. Nilesh Vikamsey as Directors of the Company is recommended for shareholders’ approval.

Pursuant to Section 149 and other applicable provisions of the Companies Act, 2013, your Directors are seeking appointment of Mr. Mr. Nilesh Vikamsey as Independent Directors for five consecutive years from April 1, 2014. Mr. Vikamsey fulfills the conditions specified in section 149 of the Companies Act, 2013 and the rules made thereunder for appointment as an Independent Director of the Company.

Mr. Narendra Jain and Mr. Prasanth Prabhakaran, have been appointed as Additional Directors of the Company as per the provisions of Section 161 of the Companies Act, 2013 and the rules made there under Mr. Narendra Jain and Mr. Prasanth Prabhakaran, hold the position till the date of ensuing Annual General Meeting of the Company. The Company has received notice in writing from a member under Section 160 of the Companies Act, 2013 and the rules made there under, proposing appointment of the above Directors of the Company. The proposal to appoint Mr. Narendra Jain and Mr. Prasanth Prabhakaran as Directors of the Company is recommended for shareholders’ approval.

 Director’s Responsibility Statement

As required by Section 217 (2AA) of the Companies Act, 1956, your Directors confirm that:

(a)  in the preparation of the annual accounts, the applicable accounting standards have been followed;

(b)  appropriate accounting policies have been selected and applied consistently and that judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company as at March 31, 2014, and of its profit for the year ended on that date;

(c)   proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities;

(d)  the annual accounts have been prepared on an ongoing concern basis.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The Disclosure of Information on Conservation of Energy, Technology Absorption etc, required to be disclosed in terms of section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 have not been given since your Company is engaged in financial services industry, and has not carried on any manufacturing activity. The operations of the Company are not energy intensive. However, it is the policy of the management to keep itself abreast of technological developments in the field in which the Company is operating and to ensure that the Company uses the most suitable technology.

The Company had no foreign exchange earnings and outgo during the year.

 Particulars of Employees

There are no employees who are in receipt of remuneration in excess of the rates or amounts as specified under Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975.

 Acknowledgements

Your Directors take this opportunity to thank all the stakeholders for their continued support and assistance during the period under review. Your Directors would also like to thank the employees for their dedicated services, support and hard work.

For and on behalf of the Board

NIRMAL JAIN                                       R Mohan    

Director                                                 Director     

Place: MumbaiDate: May 10, 2014

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo The Disclosure of Information on Conservation of Energy, Technology Absorption etc, required to be disclosed in terms of section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 have not been given since your Company is engaged in financial services industry, and has not carried on any manufacturing activity. The operations of the Company are not energy intensive. However, it is the policy of the management to keep itself abreast of technological developments in the field in which the Company is operating and to ensure that the Company uses the most suitable technology. The Company had no foreign exchange earnings and outgo during the year.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo The Disclosure of Information on Conservation of Energy, Technology Absorption etc, required to be disclosed in terms of section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 have not been given since your Company is engaged in financial services industry, and has not carried on any manufacturing activity. The operations of the Company are not energy intensive. However, it is the policy of the management to keep itself abreast of technological developments in the field in which the Company is operating and to ensure that the Company uses the most suitable technology. The Company had no foreign exchange earnings and outgo during the year.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo The Disclosure of Information on Conservation of Energy, Technology Absorption etc, required to be disclosed in terms of section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 have not been given since your Company is engaged in financial services industry, and has not carried on any manufacturing activity. The operations of the Company are not energy intensive. However, it is the policy of the management to keep itself abreast of technological developments in the field in which the Company is operating and to ensure that the Company uses the most suitable technology. The Company had no foreign exchange earnings and outgo during the year.

There are no employees who are in receipt of remuneration in excess of the rates or amounts as specified under Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975.

Director’s Responsibility Statement As required by Section 217 (2AA) of the Companies Act, 1956, your Directors confirm that: (a) in the preparation of the annual accounts, the applicable accounting standards have been followed; (b) appropriate accounting policies have been selected and applied consistently and that judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company as at March 31, 2014, and of its profit for the year ended on that date; (c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities; (d) the annual accounts have been prepared on an ongoing concern basis.

Acknowledgements Your Directors take this opportunity to thank all the stakeholders for their continued support and assistance during the period under review. Your Directors would also like to thank the employees for their dedicated services, support and hard work. For and on behalf of the Board Mukesh Kumar Singh R Mohan Director Director Place: Mumbai Date: May 10, 2014