IL&FS Investment Managers : Annual Report 2022

Annual Report

2022

Corporate Information	1
Directors' Report	2
Annexures to the Directors' Report	9
Management Discussion and Analysis	22
Corporate Governance Report	25
STANDALONE FINANCIALS
Auditors' Report	44
Balance Sheet	52
Statement of Profit and Loss	53
Cash Flow Statement	55
Notes Forming part of Financial Statements	57
Form AOC - 1	88
CONSOLIDATED FINANCIALS
Auditors' Report	90
Balance Sheet	98
Statement of Profit and Loss	99
Cash Flow Statement	102
Notes Forming part of Financial Statements	104
NOTICE	139

CORPORATE INFORMATION

BOARD OF DIRECTORS	Mr S M Datta
	Chairman
	Mr Chitranjan Singh Kahlon
	Mr Nand Kishore
	Mr Kaushik Modak
	Ms Priya Shetty
	Ms Lubna Usman
CHIEF EXECUTIVE OFFICER &	Mr Manoj Borkar
CHIEF FINANCIAL OFFICER
COMPANY SECRETARY	Mr Sanjay Mitra
BANKERS	HDFC Bank Limited
STATUTORY AUDITORS	KKC & Associates LLP
	(Formerly M/s Khimji Kunverji & Co. LLP)
	Chartered Accountants
SECRETARIAL AUDITORS	M/s Mehta & Mehta
	Company Secretaries
INTERNAL AUDITORS	M/s N A Shah Associates LLP
	Chartered Accountants
REGISTRARS & SHARE	Link Intime India Private Limited
TRANSFER AGENTS	C-101, 247 Park, L.B.S. Marg, Vikhroli (West), Mumbai 400 083, India
	Tel : + 91 22 4918 6270 Fax : [phone]
REGISTERED OFFICE	The IL&FS Financial Centre, Plot No C-22, G Block
	Bandra Kurla Complex, Bandra (East), Mumbai 400 051, India
	Tel : [phone] Fax : [phone]
CIN	L65999MH1986PLC147981

IL&FS Investment Managers Limited

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DIRECTORS' REPORT

To The Shareholders of IL&FS Investment Managers Limited

Your Directors have pleasure in presenting for your consideration and approval the Thirty-Sixth Annual Report with the Audited Financials of the Company for the year ended March 31, 2022

FINANCIAL ACHIEVEMENTS AND DIVIDEND

	For the year	For the year	For the year	For the year
	ended	ended	ended	ended
	March 31, 2022	March 31, 2021	March 31, 2022	March 31, 2021
	(` mn)	(` mn)	(` mn)	(` mn)
Particulars	Standalone	Standalone	Consolidated	Consolidated
Total Income	243.45	140.48	574.24	586.25
Profit/(Loss) before Taxation	120.40	(44.15)	152.64	98.55
Provision for Taxation	(4.57)	(16.07)	21.48	2.79
Net Profit/(Loss) after Taxation	124.97	(28.08)	131.16	95.76
Total Comprehensive income/(loss) for the year	126.14	(25.18)	157.55	79.12

The Company does not propose to transfer any amount to the General Reserves

DIVIDEND

Your Directors recommend a Dividend of ` 0.40 paise per share of the Face Value of ` 2/- each. The total amount of Dividend is ` 125.61 mn

REVIEW OF OPERATIONS

2021 was a defining year for private equity industry which saw a significant growth in the number of deals and notable secondary transactions and IPOs. Secondary transactions led 60% of the exit value, anchored by a few marquee deals. Further, companies with PE backing accounted for at least five high-profile IPOs during the year in a major shift as the SEBI relaxed IPO norms. Retail investor appetite for tech-led scrips further drove record levels of oversubscription for these IPOs

Global headwinds since early 2022 are likely to affect the funding outlook for the rest of the year. Although investments in 2022 are expected to remain in a similar range as 2021 (driven by existing dry powder), the pace and quality of deals is likely to shift. A few emergent sectors, however, will continue to see interest

At IIML, the team has primarily focussed on divestments. The developments at the IL&FS Group has had a negative impact on IIML and its brand equity. They have significantly impinged on IIML's business plans for revenue growth. The newly constituted IL&FS Board has initiated the process to sell its holding in IIML. Revival of the business will depend on the outcome of the process

On the debt Fund side, IIML, through its subsidiary operates the Infrastructure Debt Fund (IDF). The IDF has closed ended schemes and AUM as of March 31, 2022 was ` 13.75 bn

IIML's joint venture with Government of Andhra Pradesh performed very well during the year which is reflected in a significant jump in their revenues. Notwithstanding the Covid related lockdowns, this joint venture managed to bag quite a few 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 FY2022 was ` 416.54 mn and Other Income was ` 157.70 mn. Accordingly, the Total Income on a consolidated basis for FY2022 was ` 574.24 mn. The total expenses on consolidated basis were `  421.12. The resultant Profit Before Tax and Exceptional Items on a consolidated basis for FY2022 was ` 153.12 mn

On a standalone basis, the Total Income of the Company for FY2022 was ` 243.45 mn and the Total Expenses for the year were `  123.05 mn and the resultant Profit after Tax before other comprehensive income for FY2022 was `  124.97 mn

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

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Annual Report 2022

DIRECTORS' REPORT

SUBSIDIARIES AND JOINT VENTURES

Your Company has Six Domestic Subsidiaries viz. IL&FS Asian Infrastructure Managers Limited, IL&FS Urban Infrastructure Managers Limited, IIML Asset Advisors Limited, Andhra Pradesh Urban Infrastructure Asset Management Limited, IL&FS Infra Asset Management Limited and IL&FS AMC Trustee Limited and two Offshore Subsidiaries viz. IL&FS Investment Advisors LLC, Mauritius and IIML Fund Managers (Singapore) Pte Ltd, Singapore

Your Company also has two Joint Venture Companies viz. Standard Chartered IL&FS Management (Singapore) Pte Limited, Singapore and IL&FS Milestone Realty Advisors Private Limited

As per Section 129(3) of the Companies Act, 2013 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 Office and are also uploaded on the company's website at http://www.iimlindia.com/financials_SubsidiaryCompanies.aspx

A separate statement pursuant to Section 129(3) of the Companies Act, 2013 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 Asian Infrastructure Managers Limited and IIML Asset Advisors Limited :

The Board at its meeting held on February 14, 2022, has approved the Scheme of Amalgamation for the amalgamation of two of its wholly owned subsidiaries, namely : IL&FS Asian Infrastructure Managers Limited (IAIML) and IIML Asset Advisors Limited (IAAL) with the Company

IAIML was set up to manage the Pan Asia Project Development Fund, India (the Fund). The Fund, having a corpus of ` 1125 mn, invested across seven investments. Six of these investments have been divested and the balance one investment is partially divested. IAIML is working actively to fully divest from the residual investment of the Fund

The Total Income of IAIML for FY2022 was ` 2.31 mn. The Total Expenses of IAIML for the year were ` 0.25 mn and the resultant total comprehensive income was a profit of ` 1.55 mn

The Total Income of IAAL for FY2022 was ` 7.44 mn. The Total Expenses of IAAL for the year were ` 0.62 mn and the resultant total comprehensive income was a profit of ` 5.04 mn

The amalgamation will require the approval of the shareholders of the Company and National Company Law Tribunal (NCLT) and any other stakeholder as directed by NCLT. In addition to that, this amalgamation will also need to comply with the NCLT approved Infrastructure Leasing & Financial Services Limited (IL&FS) restructuring process applicable to IL & FS group 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

On representation the consortium member lenders of the PMDO Facility have agreed to pay management fee(s) in relation to the NPA(s) accounts which will boost its revenues and help in sustaining its operations

The Total Income for FY2022 was ` 21.83 mn inclusive of Other Income of ` 1.61 mn. The Total Expenses of IUIML for the year were `  38.96 mn and the resultant total comprehensive income was a loss of ` 17.51 mn

IL&FS Investment Advisors LLC :

IL&FS Investment Advisors LLC, Mauritius (IIAL) acts as the Investment Manager to Tara India Fund III LLC and Saffron India Real Estate Fund

The Total Income of IIAL for FY2022 was US$ 0.22 mn. The Total Expenses of IIAL for the year were US$ 0.31 mn and the resultant loss for the year was US$ 0.089 mn

IIML Fund Managers (Singapore) Pte Ltd :

IIML Fund Managers (Singapore) Pte Ltd (IFMPL) was incorporated for the purposes of managing funds from Singapore. The Company surrendered its Capital Market Service License to the Monetary Authority of Singapore in FY2019

IL&FS Investment Managers Limited

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