To The Shareholders of IL&FS Investment Managers Limited ('IIML')
Your Directors have pleasure in presenting for your consideration and approval the
Thirty-Ninth Annual Report with the Audited Financials of IIML for the year ended March
31, 2025
FINANCIAL ACHIEVEMENTS AND DIVIDEND
(Amount in RS Lakhs)
| Particulars |
Standalone |
Standalone |
Consolidated |
Consolidated |
|
FY2024-25 |
FY2023-24 |
FY2024-25 |
FY2023-24 |
|
|
(Restated) |
|
|
| Total Income |
904.78 |
3,202.03 |
4,663.97 |
6,641.75 |
| Profit/(Loss) |
(156.37) |
beforeTaxation 2,255.23 |
1,452.06 |
1,560.15 |
| Provision for Taxation |
61.34 |
4.31 |
38.94 |
355.57 |
| Net Profit/(Loss) after Taxation |
(217.71) |
2,250.92 |
1,413.12 |
1,204.58 |
| Total Comprehensive Income/(Loss) |
(211.64) |
2,254.85 |
2,582.99 |
1,302.49 |
| Amount Transferred to General Reserves |
NIL |
NIL |
NIL |
NIL |
| Dividend per Equity Share(Face Value RS 2/- each) |
RS0.28 |
RS0.70 |
RS0.28 |
RS0.70 |
| Total Dividend Amount |
RS 879.29 |
RS 2,198.20 |
RS 879.29 |
RS 2,198.20 |
The Board of Directors has recommended a final RS 0.28 per dividendof equity share of
face value RS 2/- each for the financial year ended March 31, 2025, aggregating to RS
879.29 lakhs. In view of inadequacy of profits for the year, the dividend is proposed to
be paid out of accumulated free reserves in accordance with the provisions of Section
123(1) of the Companies Act, 2013 and Rule 3 of the Companies (Declaration and Payment of
Dividend) Rules, 2014. The proposal is subject to the approval of shareholders at the
ensuing Annual General Meeting
REVIEW OF OPERATIONS
The escalating U.S.-China trade war presents both challenges and strategic
opportunities to India. While global uncertainty and slower GDP growth (projected at 2.3%
- 3% in 2025) may dampen external demand, India is proactively positioning itself by
diversifying trade partnerships, increasing imports, and exploring new trade agreements.
With China facing steep 245% U.S. tariffs and retaliating in kind, India could benefit
from supply chain shifts and emerging investor interest as companies seek alternatives to
Chinese manufacturing. By cutting tariffs and fostering a more open trade environment,
India stands to enhance its export competitiveness and attract greater foreign investment
amidst global realignment India's economic outlook remains cautiously optimistic,
underpinned by strong GDP growth, a sustained moderation in inflation, and a series of
supportive policy initiatives. Measures such as interest rate cuts and targeted tax
rebates have bolstered domestic consumption and enhanced investor confidence. In 2024,
exit activity witnessed a significant upswing, reaching $ 33 billion ?€“ a 16%
year-over-year increase ?€“ as investors took advantage of buoyant public
markets and elevated valuations to realize gains on their portfolios
This momentum reflects a favorable macroeconomic and capital markets environment, which
is expected to persist in the near term. As such, the current market conditions present a
promising window for further divestment opportunities.
Asset managers may find this an opportune time to strategically and legally monetize
remaining assets under management At IIML, the team continues to focus on divesting its
current portfolio and return money to its investors. The developments at the
Infrastructure Leasing & Financial Services Limited ("IL&FS") Group has
had a negative impact on IIML and its brand equity. These developments have significantly
impinged on IIML's constituted IL&FS Board has again initiated the process to sell its
holding in IIML. The process is underway On the debt side, IIML, through its subsidiary
operates the Infrastructure Debt Fund ("IDF"). With its 5 closed ended schemes
IIML's joint venture with Government of Andhra Pradesh continues to bag new contracts and
is implementing a slew of projects in the State of Andhra Pradesh On a consolidated basis,
the Income from Operations of the Company for FY2025 was RS 2,907.57 lakhs and Other
Income was RS 1,756.40 lakhs. Accordingly, the Total Income on a consolidated basis for
FY2025 was RS 4,663.97 lakhs. The Total Expenses on consolidated basis were RS 3211.91
lakhs. The resultant ProfitBefore Tax and Exceptional Items on a consolidated basis for
FY2025 was RS 1,452.06 lakhs On a standalone basis, the Total Income of the Company for
FY2025 was RS 904.78 Lakhs and the Total Expenses for the year were RS 1061.15 Lakhs and
the resultant Loss After Tax before other comprehensive income for FY2025 was RS 217.71
lakhs
MATERIAL CHANGES FROM THE END OF THE FINANCIAL YEAR
There have been no material changes and commitments affecting the financial position of
the Company, which have occurred from the end of the financial year for the Company to
which the financial statement relates and till the date of the Directors' Report
SUBSIDIARIES AND JOINT VENTURES
Your Company has Four Domestic Subsidiaries viz. IL&FS Urban Infrastructure
Managers Limited, Andhra Pradesh Urban Infrastructure Asset Management Limited, IL&FS
Infra Asset Management Limited and IL&FS AMC Trustee Limited and one Offshore
Subsidiaries viz. IL&FS Investment Advisors LLC (IIAL), Mauritius Two of the wholly
owned subsidiaries namely - IL&FS Asian Infrastructure Managers Limited and IIML Asset
Advisors Limited, merged into the Company with effect from July 26, 2024
Further, one of the Offshore Subsidiary i.e. IIML Fund Managers (Singapore) Pte Ltd has
completed the necessary filings for striking off the entity with the Accounting and
Corporate Regulatory Authority, Singapore (ACRA). The striking off of the entity was
completed and was dissolved with effect from November 7, 2024 Your Company also has one
Joint Venture Companiey viz. IL&FS Milestone Realty Advisors Private Limited. The
other Joint Venture Company - Standard Chartered IL&FS Management (Singapore) Pte
Limited, Singapore was struck off on February 20, 2025 As per Section 129(3) of the
Companies Act, 2013 ("Act") and Regulation 33 of the SEBI (Listing Obligations
and Disclosure
Requirements) Regulations, 2015 ("SEBI LODR") the consolidated financial
statements of the Company with its Subsidiaries forms part of the Annual Report The copies
of the Audited Annual Accounts and other related documents of the Company's Subsidiaries
can be sought by any shareholder of the Company or its Subsidiaries on making a written
request to the Company Secretary in this regard. The Annual Accounts of the Subsidiary
Companies are also available for inspection by any shareholder at the
Company's Registered Officeand are also uploaded on the Company's website
athttps://iimlindia.com/subsidiary-accounts/
A separate statement pursuant to Section 129(3) of the Act read with the Companies
(Accounts) Rules, 2014 containing the salient features of the Financial Statements of the
Company's Subsidiaries and Joint Ventures in Form AOC-1 is given as an Annexure to the
Standalone Financial Statements
Performance and Financial position of the Subsidiaries and the Joint Venture
Companies : IL&FS Urban Infrastructure Managers Limited :
IL&FS Urban Infrastructure Managers Limited ("IUIML") functions as the
Asset Manager for the Pooled Municipal Debt Obligations ("PMDO") Facility. The
objective of the PMDO Facility is to provide long tenure term loans to meet the debt
requirements of urban infrastructure projects across cities in India The Total Income for
FY2025 was RS 358.03 lakhs inclusive of Other Income of RS 29.08 lakhs. The Total Expenses
of IUIML for the year were RS 228.91 lakhs and the resultant total comprehensive income
was a profit of RS 117.13 lakhs
IL&FS Investment Advisors LLC :
IL&FS Investment Advisors LLC, Mauritius ("IIAL") acts as the Investment
Manager to Tara India Fund III LLC
The Total Income of IIAL for FY2025 was US$ 4.38 lakhs. The Total Expenses of IIAL for
the year were US$ 1.28 lakhs and the resultant profit for the year was US$ 3.10 lakhs
Andhra Pradesh Urban Infrastructure Asset Management Limited :
The Company has set up a subsidiary namely, Andhra Pradesh Urban Infrastructure Asset
Management Limited ("APUIAML") along with the Government of Andhra Pradesh. IIML
and the Government of Andhra Pradesh hold 51% : 49% equity stake, respectively in APUIAML
APUIAML had been created with the objective to finance the Urban Local Bodies in the
State of Andhra Pradesh. It is involved in integrated urban infrastructure project
development and program management for the Urban Local Bodies and provides end to end
solutions to them The Total Income of APUIAML for FY2025 was RS 1725.60 lakhs inclusive of
Other Income of RS 18.05 lakhs. The Total Expenses for the year were RS 1696.53 lakhs and
the resultant total comprehensive income for the year was RS 4.86 lakhs
IL&FS Infra Asset Management Limited :
IL&FS Infra Asset Management Limited ("IIAML") is the asset manager of
the IL&FS Mutual Fund (IL&FS IDF) which is an Infrastructure Debt Fund as per SEBI
Mutual Fund Regulations The Total Income of IIAML for FY2025 was RS 1325.58 lakhs and the
total comprehensive income for the year was a profit
RS 816.75 lakhs
IL&FS AMC Trustee Limited :
IL&FS AMC Trustee Limited ("IATL") acts as the Trustee of the IL&FS
IDF
The Total Income of IATL for FY2025 was RS 15.39 lakhs and the total comprehensive
income for the year was a profit of
RS 1.20 lakhs
IL&FS Milestone Realty Advisors Private Limited :
IL&FS Milestone Realty Advisors Private Limited is a Joint Venture (JV) Company
established with the objective of raising funds that would invest in income yielding
assets. Since inception, the JV raised three funds and the Company has been able to
successfully divest from all the investments of these three funds. Inspite of these
successful divestment, the funds are not yet closed due to the pendency of the Income Tax
matters with High Court, Mumbai
DIRECTORS & KEY MANAGERIAL PERSONNEL
Mr Susim Mukul Datta [DIN 00032812] ceased as an Independent Non-Executive Director of
the Company w.e.f. April 1, 2024 due to end of his tenure on March 31, 2024, pursuant to
Section 149(11) of the Companies Act, 2013. Consequently, Mr Datta also ceased to be the
Chairman of the Company The Board of Directors approved the appointment of Mr Chitranjan
Singh Kahlon [DIN 02823501] as the Independent Non-Executive Chairman of the Company
w.e.f. April 1, 2024 till the end of his balance tenure i.e. August 27, 2028 which was
approved by the Shareholders on June 25, 2024 through Postal Ballot The appointment of Mr
Munish Saraogi [DIN 10422742] as an Independent Non-Executive Director of the Company for
a period of five years to hold office from April 1, 2024 up to March 31, 2029 was also
approved by the
25, 2024 through Postal Ballot
Ms Lubna Usman [DIN: 08299976] was the Non-Executive Director of the Company till
December 31, 2024. She was redesignated as the Executive Director of the Company with
effect from January 1, 2025 in capacity of Whole-time Director for the period of three
years till December 31, 2027. Her appointment as Executive Director was approved by the
shareholder on March 26, 2025 through Postal Ballot Mr Manoj Borkar, CEO & CFO of the
Company superannuated with effect from December 31, 2024 and Ms Usman was appointed as CEO
& CFO in his place with effect from January 1, 2025 Mr Sanjay Mitra, Company Secretary
and Key Managerial Personnel of the Company resigned with effect from January 15, 2025. Mr
Harish Agrawal was appointed as the Company Secretary with effect from February 24, 2025
Ms Priya Prempal Shetty [DIN 08858814] retires by rotation at the ensuing Annual General
Meeting ("AGM") pursuant to the provisions of Section 149, Section 152 and
Section 162 of the Act and has offered herself for re-appointment. A suitable resolution
has been inserted in the Notice of AGM for her re-appointment
BOARD INDEPENDENCE
The Independent Directors have submitted declarations that each of them meet the
criteria of independence as provided in Section 149(6) of the Act along with Rules framed
thereunder and Regulation 16(1)(b) of the SEBI LODR. There has been no change in the
circumstances affecting their status as Independent Directors of the Company
NUMBER OF MEETINGS OF THE BOARD
The Board of Directors met six times during the Financial Year ended March 31, 2025 and
the gap between two meetings did not exceed 120 days. The meetings were held during the
year on May 22, 2024, August 12, 2024, November 14, 2024, December 31, 2024, February 13,
2025 and February 14, 2025
The details of the composition of the Board Committees and attendance of the Directors
at the Board meetings/
Committee meetings are given in the Corporate Governance Report
SELECTION CRITERIA FOR APPOINTMENT OF DIRECTORS
The Board has framed a selection criteria for determining the necessary qualifications
and attributes for appointment of
Directors and also to ensure Board diversity. The details of the same are provided in
the Corporate Governance Report
REMUNERATION POLICY
The Board has, on the recommendation of the Nomination & Remuneration Committee
framed a policy for selection and appointment of Directors, Senior Management and their
remuneration. The remuneration paid to the Directors and the Senior Management is as per
the Managerial Remuneration Policy of the Company. The Management Remuneration Policy is
posted on the Company's website at : https://iimlindia.com/policies-guidelines/ and the
brief details thereof are given in the Corporate Governance Report
BOARD EVALUATION
Pursuant to the provisions of the Act and the SEBI LODR, the Board has carried out an
annual performance evaluation of the Board and Committees thereof. The manner in which the
evaluation has been carried out has been detailed in the Corporate Governance Report
COMMITTEES OF THE BOARD
As on March 31, 2025, the Board has four Committees viz. the Audit Committee, the
Nomination & Remuneration Committee, the Stakeholders' Relationship Committee and the
Corporate Social Responsibility Committee. During the year, all recommendations made by
all the committees were accepted by the Board. A detailed note on the composition of the
Board and its Committees is provided in the Corporate Governance Report
DIRECTORS' RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the information and
explanations obtained by them, your Directors make the following statements in terms of
Section 134(3)(c) of the Act : (a) in the preparation of the Annual Accounts for the year
ended March 31, 2025, the applicable Accounting Standards have been followed along with
proper explanations relating to material departures; (b) that such accounting policies as
mentioned in Note No. 2 of the Notes to the Annual Accounts have been selected and applied
consistently and judgments and estimates have been made that are reasonable and prudent so
as to give a true and fair view of the state of affairs of the Company at the end of March
31, 2025 and of the Losses of the Company 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, 2013 for
safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities; (d) that the Annual Accounts are prepared on a going concern basis;
(e) that proper internal financialcontrols were in place and that the internal
financial controls were adequate and were operating effectively; and (f) that proper
systems were devised to ensure compliance with the provisions of all applicable laws and
such systems were adequate and operating effectively
STATUTORY AUDITORS
M/s KKC & Associates LLP were appointed as the Statutory Auditors of the Company at
the 38 th AGM of the Company held on August 30, 2024, for a term of five years from the
conclusion of the 38 th AGM up to the conclusion of the 43 rd AGM, which will be held in
2029
SECRETARIAL AUDIT
The Company has appointed M/s Mehta & Mehta, a firm of Company Secretaries in
Practice to undertake the Secretarial
Audit of the Company pursuant to the provisions of Section 204 of the Act and The
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The
Secretarial Audit Report for the Financial Year ended March 31, 2025 is attached herewith
as Annexure 1(I) In accordance with Regulation 24A of the SEBI LODR Secretarial Audit
Reports of APUIAML and IIAML, material unlisted subsidiaries of the Company are attached
as Annexures 1(II) and 1(III), respectively
REPORTING OF FRAUDS BY AUDITORS
During the year under review, neither the Statutory Auditors nor the Secretarial
Auditors have reported under Section
143(12) of the Act, any instances of fraud committed against the Company by its
officers or employees to the
Committee of the Company
QUALIFICATIONS IN THE AUDITORS' REPORT AND ITS EXPLANATIONS
The Statutory Auditors M/s KKC & Associates LLP have qualified the Standalone and
Consolidated Financials of the
Company in their Statutory Audit Report
The explanations or comments by the Board on the Statutory Audit qualifications are as
follows :
Statutory Auditors' qualification and its explanation :
On Standalone Financials :
Qualification :
The standalone financial results which describes the situation faced by the Company in
view of the ongoing investigation by Serious Fraud Investigation Office of Ministry of
Corporate Affairs ('SFIO') against Infrastructure Leasing & Financial Services Limited
('IL&FS' or 'the Holding Company'), and its subsidiaries (including the Company). In
view of the aforesaid ongoing investigations of the entire IL&FS Group by the SFIO,
including the summary of charges received from Ministry of Corporate Affairs in October
2024 pertaining to the matters of the Company, the Auditors are unable to comment on the
consequential impact(s) upon conclusion of the said investigation
Explanation :
The Company, based on its current understanding, believes that the above would not have
a material impact on the financial statements. The implications, if any, arising from the
aforesaid developments would be known only after the aforesaid investigation is concluded
On Consolidated Financials :
Qualification :
The Consolidated Financial Results which describes the situation faced by the Group in
view of the ongoing investigation by Serious Fraud Investigation Office of Ministry of
Corporate Affairs ('SFIO') against Infrastructure Leasing & Financial Services Limited
('IL&FS' or 'the Ultimate Holding Company'), and its subsidiaries (including the
Group). In view of the aforesaid ongoing investigations of the entire IL&FS Group by
the SFIO, including the summary of charges received from Ministry of Corporate Affairs in
October 2024 pertaining to the matters of the Group, the Auditors are unable to comment on
the consequential impact(s) upon conclusion of the said investigation Explanation : The
Company, based on its current understanding, believes that the above would not have a
material impact on the consolidated financial statements. The implications, if any,
arising from the aforesaid developments would be known only after the aforesaid
investigation is concluded
Qualification by component auditor in Subsidiary Company: Andhra Pradesh Urban
Infrastructure Asset Management
Limited ('the Company') a. Qualification :
Pending Conversion of certain physical share certificates into dematerialised form, as
required under Section 29(1A) read with Rule 9A of the Companies (Prospectus and Allotment
of Securities) Rules, 2014 Explanation : The Company has obtained the ISIN and 51% of the
total paid up share capital is held in dematerialized form and the rest of shareholder are
holding share in physical form. The Company has since approached them to dematerialize
their shareholding b. Qualification :
The Company has not appointed Independent Director as prescribed under Section 149(4)
read with Section 149(6) and Rule 4 of the Companies (Appointment and Qualification of
Directors) Rules, 2014
Explanation :
The Company has not appointed Independent Director as prescribed under Section 149(4)
read with Section 149(6) and Rule 4 of the Companies (Appointment and Qualification of
Directors) Rules, 2014 as it is an IL& FS group entity which has waiver from NCLT vide
order dated April 26, 2019 from appointment of Independent Directors. c. Qualification :
Non-appointment of a Chief Executive Officer and Chief Financial Officer following the
resignation of incumbents, contravention of Section 203(1) read with Rule 8 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 Explanation :
The Company has appointed Chief Executive Officer on August 2, 2024 on deputation
203(1) read with Rule 8 of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014.
The Company has appointed ChiefFinancialOfficeron June 9, 2025, though the position was
vacant as on March
31, 2025, which was in contravention of Section 203(1) read with Rule 8 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
The Secretarial Auditors M/s Mehta & Mehta have qualified their Secretarial
Audit Report
The explanations or comments by the Board on the Secretarial Audit qualifications are
as follows :
Secretarial Auditors' qualification and its explanation:
Qualification :
During the December quarter 2024, two subsidiaries' financials results were not
reviewed
Explanation :
Management certified results provided by the subsidiaries were consolidated results
within the time lines for approval of quarterly results
RELATED PARTY TRANSACTIONS
All Related Party Transactions that were entered into during the Financial Year were on
an arms' length basis and were in the ordinary course of business. No Material Related
Party Transactions were entered during the year by your
Company. There are no materially significant Related Party Transactions made by the
Company with Promoters, Directors, Key Managerial Personnel or other designated persons
which may have a potential conflict with the interest of the
Company at large. Accordingly, the disclosure of Related Party Transactions as required
under Section 134(3) of the Act in Form AOC 2 is not applicable The disclosure of
transactions with Related Parties is set out in Note No. 25 of the Standalone Financial
Statements, forming part of the Annual Report
The Company has developed a Related Party Transactions Framework for the purpose of
identification and approval of such transactions. The Policy on Related Party Transactions
as approved by the Board has been uploaded on the Company's website and is available at :
https://iimlindia.com/policies-guidelines/
CORPORATE SOCIAL RESPONSIBILITY
The Company has adopted a Corporate Social Responsibility ("CSR") Policy,
which aims at nurturing socio-economic development, livelihood creation, quality
education, empowerment of people, etc. with the primary goal of ensuring that benefits
reach the targeted beneficiaries. The Company contributes to the social welfare schemes
and/or Funds promoted by the Central or State Government(s)
The Annual Plan for CSR is approved at the start of each financial year. Reviews and/or
modifications to the projects and allocations are undertaken periodically. The CSR Policy
is posted on the Company's website at : https://iimlindia.com/ policies-guidelines/
The Composition of the CSR Committee is given in the Corporate Governance Report. The
Annual Report on the CSR activities is attached herewith as Annexure 2
POLICY FOR PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
The Company has always been committed to providing safe and dignified work environment
for its employees which is free of discrimination, intimidation and abuse. The Company has
adopted a Policy for Prevention of Sexual Harassment of Women at Workplace under the
provisions of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013. The objective of this policy is to provide protection against sexual
harassment of women at workplace and for redressal of complaints of any such harassment.
The IL&FS group has also constituted an Internal Complaints Committee
("ICC") for all the group companies to redress the complaints under the Act.
During the year, no complaints pertaining to the Company were received by the ICC and
there were no cases pending for more than ninety days
MATERNITY BENEFIT ACT, 1961
Maternity Benefit Act, 1961 was applicable to the Company during the year under has
availed the benefits during the period
WHISTLE BLOWER POLICY/VIGIL MECHANISM
The Company has adopted a Whistle Blower Policy/Vigil Mechanism for Employees and
Directors to report instances of unethical behaviour, actual or suspected fraud or
violation of the Company's Code of Conduct. During the year, no personnel has been denied
access to the Audit Committee The details of the Whistle Blower Policy are provided in the
Corporate Governance Report and also posted on the Company's website at :
https://iimlindia.com/policies-guidelines/
RISK MANAGEMENT & INTERNAL CONTROL SYSTEMS
Risk Management forms an integral part of the business of the Company. The Company has
a Risk Management
Framework, which not only ensures timely identification of risks, analysis of the
reasons for such risk, assessment of its impact but also adequate risk mitigation
processes. The Risk Management Framework encompasses all areas of the Company's business
including the Funds under its management. The Risk Management Framework ensures that all
risks which could potentially threaten the existence of the Company are identified and
risk mitigation is initiated in due time The Company has an adequate system of internal
controls including financial
Statements, commensurate with the nature of its business and complexity of its
operations to ensure accuracy of accounting records, compliance with all laws and
regulations and compliance with all rules, processes and guidelines prescribed by the
management
An extensive internal audit is carried out by an independent firm of Chartered
Accountants. Post audit reviews are also carried out to ensure follow up on the
observations made. The scope of the internal audit is determined by the Audit Committee
and the Internal Audit Reports are reviewed by the Audit Committee on a regular basis
INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY
The Board has adopted policies and procedures for ensuring the orderly and efficient
adherence to the Company's policies, safeguarding of its assets, prevention and detection
of fraud, error reporting mechanisms, accuracy and completeness of the accounting records
and timely preparation of reliable financial
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
Details of the Loans, Guarantees and Investments covered under the provisions of
Section 186 of the Act are given in Note Nos. 5 & 6 of the Standalone Financial
Statements
PARTICULARS OF EMPLOYEES
The particulars of the employees as required under Section 197(12) of the Act read with
Rule 5(1) and Rule 5(2) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 forms part of the Directors' Report for the year ended March 31,
2025 and are attached as Annexure 3 and Annexure 4, respectively
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
Since the Company does not own any manufacturing facility, the Energy Conservation and
Technology Absorption particulars in the Companies (Accounts) Rules, 2014, are not
applicable The particulars regarding foreign earnings and expenditure appear as Note Nos.
20(c) and 20(d) of the Notes to Accounts of the Standalone Financial Statements
respectively
The Foreign Exchange earned in terms of actual inflows during the year and the Foreign
Exchange outgo during the year in terms of actual outflows
|
USD/SGD |
INR (in RS ) |
| Outflow |
NIL |
NIL |
| Inflow |
89,672 |
74,99,697 |
DEPOSITS
Your Company has not accepted any deposits from the public for the year under
consideration
COST RECORDS
Maintenance of cost records as specified by the Central Government under Section 148(1)
of the Act are not required be maintained by the Company and accordingly such accounts and
records are not maintained for FY 2024-25
CHANGE IN SHARE CAPITAL
During the year under review, pursuant to Scheme of Amalgamation approved by Hon'ble
NCLT, the authorised share capital of the Company increased from RS 65,00,00,000/- (Rupees
Sixty Five Crores only) to RS 77,20,00,000/- (Rupees
Seventy Seven Crores Twenty Lakhs only) consequent upon merger of IL&FS Asian
Infrastructure Managers Limited and IIML Asset Advisors Limited. There has been no change
in the paid-up capital of the company.
UNPAID AND UNCLAIMED DIVIDEND
As per applicable provisions of the Act and Rules made thereunder, the Company will be
obliged to transfer any money lying in the Unpaid Dividend Account, which remains unpaid
or unclaimed for a period of seven years, to the credit of the Investor Education and
Protection Fund ("IEPF"). Hence, shareholders who have not encashed their
dividend should contact the Registrars of the Company for the same. Please note that the
dividend paid for the year 2017-2018 is due for transfer to IEPF by October 30, 2025.
Further, please note that the dividend paid for the year 2018-2019 is due for transfer to
IEPF next year. During the year, the Company has transferred the unclaimed and unpaid
dividends of RS 33,46,258/- for the year 2016-2017 to IEPF. The details of the outstanding
unclaimed dividend and corresponding due dates for transfer to IEPF as on March 31, 2025
are as under :
| Sr. No. |
Particulars of Dividend |
Amount (in RS ) |
Due Date for transfer to IEPF |
| 1 |
Final Dividend 2017-2018 |
29,90,868.00 |
October 30, 2025 |
| 2 |
Final Dividend 2018-2019 |
15,49,436.10 |
December 1, 2026 |
| 3 |
Final Dividend 2019-2020 |
26,12,608.60 |
January 14, 2028 |
| 4 |
Final Dividend 2020-2021 |
14,65,019.60 |
December 3, 2028 |
| 5 |
Final Dividend 2021-2022 |
18,22,191.80 |
November 11, 2029 |
| 6 |
Final Dividend 2022-2023 |
33,39,949.60 |
October 26, 2030 |
| 7 |
Final Dividend 2023-2024 |
37,23,985.20 |
October 31, 2031 |
ANNUAL RETURN
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as
on March 31, 2025 is available on the Company's website at :
https://iimlindia.com/annual-reports-2/
SECRETARIAL STANDARDS
The Company complies with all applicable secretarial standards issued by the Institute
of Company Secretaries of India
DISCLOSURE REQUIREMENTS
Pursuant to Regulation 34(3) of the SEBI LODR, Related Party Disclosures, Management
Discussion and Analysis, Disclosure of Accounting treatment, Report on Corporate
Governance have been included in this Annual Report as separate sections
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
NCLT passed an Order on October 1, 2018 under the provisions of Sections 241 and 242 of
the Companies Act, 2013 for suspending the existing Board of Directors of IL&FS, the
Holding Company and new members were inducted on the Board of IL&FS
The NCLT based on a petition by IL&FS vide its Order dated April 26, 2019, granted
its exemption to IL&FS and its Group Companies from appointing Independent Directors
and Woman Directors on the Board of IL&FS and its Group Companies
The NCLT by an Order passed on February 11, 2019 has categorized '169 IL&FS Group
Entities' incorporated within the territorial jurisdiction of India into (a) "Green
Entities" (b) "Amber Entities" (c) "Red Entities". Your Company
and its subsidiaries have been categorised as Green Entities - meaning one which can
continue to meet all its payment obligation (both financialand operational) as and when
they become due
GENERAL DISCLOSURES
Neither the Chairman nor the CEO & CFO of your Company received any remuneration or
commission from any of the subsidiary of your Company Your Directors state that no
disclosure or reporting is required in respect of the following items, as there were no
transactions/events of these nature during the year under review :
(i) Issue of equity shares with differential rights as to dividend, voting or otherwise
(ii) Issue of Shares (Including Sweat Equity Shares) to employees of your Company under
any scheme
(iii) Significant or material orders passed by the Regulators or Courts or Tribunals
which impact the going concern status and your Company's operation in future
(iv) Voting rights which are not directly exercised by the employees in respect of
shares for the subscription/ purchase of which loan was given by your Company (as there is
no scheme pursuant to which such persons can beneficially hold shares as envisaged under
Section 67(3)(c) of the Act) (v) Application made or any proceeding pending under the
Insolvency and Bankruptcy Code, 2016 (vi) One time settlement of loan obtained from the
Banks or Financial Institutions
(vii) Revision of financial statements and Directors' Report of your Company
ACKNOWLEDGEMENT
The Board of Directors take this opportunity to thank the Investors of the Funds under
management, shareholders, employees, bankers, Reserve Bank of India, Securities and
Exchange Board of India, other Regulatory authorities for their co-operation and continued
support to the Company. We look forward to their continued patronage and encouragement in
all our future endeavours
|
For and on behalf of the Board |
| Place: Mumbai |
CHITRANJAN SINGH KAHLON |
| Date : July 18, 2025 |
CHAIRMAN |
|