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Annual Report 2010-2011 Recreating Value from Non Performing Assets

IARC Cover 1institutions including Bank of Baroda, IFCI Ltd., Allahabad Bank, LIC, United Bank of India, State Bank of Bikaner & Jaipur, Punjab National Bank, UCO Bank, HDFC Bank Ltd,

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Page 1: IARC Cover 1institutions including Bank of Baroda, IFCI Ltd., Allahabad Bank, LIC, United Bank of India, State Bank of Bikaner & Jaipur, Punjab National Bank, UCO Bank, HDFC Bank Ltd,

Annual Report 2010-2011

Recreating Valuefrom Non Performing Assets

Page 2: IARC Cover 1institutions including Bank of Baroda, IFCI Ltd., Allahabad Bank, LIC, United Bank of India, State Bank of Bikaner & Jaipur, Punjab National Bank, UCO Bank, HDFC Bank Ltd,

International Asset Reconstruction Company Private Limited (IARC), registered under

section 3 of the SARFAESI Act, 2002, as a Securitisation and Reconstruction Company

vide Certificate of Registration no. 006/2007 dated March 15, 2007, issued by the

Reserve Bank of India was promoted in 2002 by professionals from the banking and

financial services sector for reconstruction of financial assets. HDFC Bank Ltd., Tata

Capital Ltd., City Union Bank Limited, FMO, Netherlands, ICICI Bank Ltd. and Standard

Bank Plc. UK are the institutional shareholders. The Registered Office of IARC is

situated at 709, 7th Floor, Ansal Bhawan, 16, Kasturba Gandhi Marg, New Delhi – 110

001. IARC has Corporate Office in Mumbai and a SBU in Gurgaon. IARC commenced

operations in September 2007.

IARC aims to carve out a niche for itself in the area of its target group and optimise

resolution results in terms of amounts realized as well as time taken therefor. IARC has

already acquired assets of more than Rs. 2500 crores from various banks and financial

institutions including Bank of Baroda, IFCI Ltd., Allahabad Bank, LIC, United Bank of

India, State Bank of Bikaner & Jaipur, Punjab National Bank, UCO Bank, HDFC Bank Ltd,

Union Bank of India, State Bank of Patiala, Federal Bank and ICICI Bank Ltd. Besides, it

has been mandated by a foreign bank to resolve non performing assets as an Agent

and has shown considerable success in resolving these.

Page 3: IARC Cover 1institutions including Bank of Baroda, IFCI Ltd., Allahabad Bank, LIC, United Bank of India, State Bank of Bikaner & Jaipur, Punjab National Bank, UCO Bank, HDFC Bank Ltd,

Contents

Company Information

Notice

Directors’ Report

Auditors’ Report

Balance Sheet

Profit & Loss Account

Cash Flow Statement

Schedules

2

3

4

8

15

18

19

20

21

42

43

Board of Directors’

Balance Sheet Abstract

Restructured

Page 4: IARC Cover 1institutions including Bank of Baroda, IFCI Ltd., Allahabad Bank, LIC, United Bank of India, State Bank of Bikaner & Jaipur, Punjab National Bank, UCO Bank, HDFC Bank Ltd,

Annual Report 2010-112

Board of Directors’

Mr. M. S. VermaChairman

Mr. Birendra Kumar Managing Director & Chief Executive Officer

Mr. Arun DuggalVice Chairman

Mr. Sunil VarmaDirector

Mr. Vikas NandaDirector

Mr. Kishore MoorjaniDirector

Mrs. Ranjana KumarDirector

Mr. Praveen Kadle Director - Nominee,

Tata Capital Ltd.

Mr. Kaizad Bharucha Director - Nominee,

HDFC Bank Ltd.

Mr. Maninder JunejaDirector - Nominee,

ICICI Bank Ltd.

Mr. Anish Modi Director - Nominee, FMO, Netherlands

Mr. Ravindra Kumar Director - Nominee, Standard Bank Plc

Page 5: IARC Cover 1institutions including Bank of Baroda, IFCI Ltd., Allahabad Bank, LIC, United Bank of India, State Bank of Bikaner & Jaipur, Punjab National Bank, UCO Bank, HDFC Bank Ltd,

Annual Report 2010-113

Bankers HDFC Bank

ICICI Bank

State Bank of Patiala

Kotak Mahindra Bank

Auditors’

M/s B S R & Company

Lodha Excelus,

Apollo Mills Compound, N.M. Joshi Marg,

Mahalaxmi,

Mumbai - 400 011. India

Share Registrars

Link Intime India Pvt. Ltd.

C-13 Pannalal Silk Mill Compound,

L B S Marg, Bhandup (west),

Mumbai - 400 078.

Registered Office

709, 7th Floor, Ansal Bhawan,

16, Kasturba Gandhi Marg,

New Delhi – 110 001.

Corporate Office

A-508, 215 Atrium, Kanakia Spaces,

Andheri-kurla Road, Andheri (E),

Mumbai – 400 069.

Gurgaon SBU

B-306, Millennium Plaza,

Sushant Lok- I, Sector 27,

Gurgaon, Haryana – 122001

Company Information

Page 6: IARC Cover 1institutions including Bank of Baroda, IFCI Ltd., Allahabad Bank, LIC, United Bank of India, State Bank of Bikaner & Jaipur, Punjab National Bank, UCO Bank, HDFC Bank Ltd,

4 Annual Report 2010-11

Notice

Notice is hereby given that the 9th Annual GeneralMeeting (AGM) of the members of International AssetReconstruction Company Private Limited shall be held onThursday, 30th June, 2011 at 4.00 p.m. at HotelOberoi, Zakir Hussain Marg, New Delhi to transact thefollowing business:-

Ordinary Business:-

1. To receive, consider and adopt the Audited BalanceSheet of the Company as at 31st March, 2011 andthe Profit & Loss Account for the year ended on thatdate, together with the Report of the Directors andthe Auditors thereon.

2. To declare dividend @5% (Rs. 0.50 per share) on theequity shares of the Company, for the Financial year2010-11 to the shareholders whose name appear onthe Register of Members as at 30th March, 2011.

3. To confirm payment of dividend @5% (Rs. 0.50 pershare) on the Compulsory Convertible CumulativePreference Shares of the company, for the financialyear 2010-11.

4. To consider and if thought fit, pass the followingresolution, with or without modification, as aSpecial Resolution:

“RESOLVED THAT M/s B S R & Company, CharteredAccountants (Firm Registration number 128032W)the retiring Auditors of the Company, be and arehereby appointed as the Statutory and Tax Auditorsof the Company, to hold office from the conclusionof this Annual General Meeting until the conclusionof the next Annual General Meeting and further thatthe Board of Directors be and are hereby authorizedto fix their remuneration.”

Special Business:-

5. To consider and if thought fit, pass the followingresolution, with or without modification, as anOrdinary Resolution:

“RESOLVED THAT Mr. Ravindra Kumar, who wasappointed as an Additional Director and holds officeup to the date of this Annual General Meeting, beand is hereby appointed as a Director of theCompany.”

6. To consider and if thought fit, pass the followingresolution, with or without modification, as anOrdinary Resolution:

“RESOLVED THAT Mr. Maninder Juneja, who wasappointed as an Additional Director and holds officeup to the date of this Annual General Meeting, beand is hereby appointed as a Director of theCompany.”

7. To consider and if thought fit, pass the followingresolution, with or without modification, as aSpecial Resolution:

7.1 “RESOLVED THAT pursuant to the provisions ofSection 16, 94 of the Companies Act, 1956 and

other applicable provisions, if any, of the CompaniesAct, 1956 (including any statutory modification orre-enactment thereof for the time being in force)and in accordance with Clause 8.9 of the Articles ofAssociation of the company, the Authorised ShareCapital of the Company, presently comprising of8,50,00,000 (Eight Crore Fifty Lac) Equity Shares ofRs.10/- (Rupees Ten) each and 1,50,00,000 (OneCrore Fifty Lac) Compulsorily Convertible PreferenceShares of Rs. 10/- (Rupees Ten) each; aggregating toRs. 100,00,00,000/- (Rupees Hundred Crore) be andis hereby reclassified into 10,00,00,000 (Ten Crore)Equity Shares of Rs.10/- (Rupees Ten) each, bycancellation of 1,50,00,000 (One Crore Fifty Lac)Compulsorily Convertible Preference Shares of Rs. 10/-(Rupees Ten) each.

RESOLVED FURTHER THAT Clause V of theMemorandum of Association of the Company besubstituted with the following:

V. The Authorised Share Capital of the Company is Rs.100,00,00,000/- (Rupees Hundred Crore)divided into 10,00,00,000 (Ten Crore) EquityShares of Rs.10/- (Rupees Ten) each.

RESOLVED FURTHER THAT for the purpose ofgiving effect to this resolution, the Board ofDirectors or Committee thereof be and are herebyauthorized to take all such steps and actions andgive such directions as may be in its absolutediscretion deemed necessary and settle any questionthat may arise in this regard.”

By order of the BoardFor International Asset Reconstruction

Company Private Limited

Sd/-Place : Mumbai Rashmi SharmaDate : 25th April, 2011 Company

Secretary

NOTES:

1. A MEMBER ENTITLED TO ATTEND AND VOTE ATTHE MEETING IS ALSO ENTITLED TO APPOINT APROXY TO ATTEND AND VOTE INSTEAD OFHIMSELF AND THE PROXY NEED NOT BE AMEMBER OF THE COMPANY. In order to beeffective, the proxies must be received by theCompany at its Registered Office not less than 48hours before the commencement of the meeting. TheProxy Form is enclosed.

2. The Directors Report, Auditors’ Report, Audited profitand Loss Account and Audited Balance Sheet as at31st March, 2011 are enclosed.

3. The Explanatory Statement pursuant to Section173(2) of the Companies Act, 1956 to the Item Nos.4, 5, 6 and 7 of the Notice as set out herein aboveis annexed hereto.

Page 7: IARC Cover 1institutions including Bank of Baroda, IFCI Ltd., Allahabad Bank, LIC, United Bank of India, State Bank of Bikaner & Jaipur, Punjab National Bank, UCO Bank, HDFC Bank Ltd,

5 Annual Report 2010-11

Notice

Explanatory Statement

Under Section 173(2) of the Companies Act, 1956

In accordance with the provisions of Section 173(2) of the

Companies Act, 1956, the Explanatory Statement, setting

out all material facts relating to the Special Business

mentioned in the notice is as below:

Item No. 4

Although not statutorily required, the Explanatory

Statement in respect of Item No. 4 is being given as the

resolution is proposed as a Special resolution. In terms of

Share Holders & Share Subscription Agreement dated 3rd

November, 2008 (reference Clause 9.9.7), appointment of

Auditors can be made only by way of Special resolution.

M/s B S R & Company, Chartered Accountants, the

Statutory Auditors of the Company, (Firm Registration

number 128032W) retire at the conclusion of ensuing

Annual General Meeting. The auditors have confirmed

that their re-appointment, if made, shall be within the

limits stipulated u/s 224(1B) of The Companies Act, 1956.

The Board of Directors recommends the reappointment of

M/s B S R & Company, Chartered Accountants as the

Statutory and tax Auditors of the Company to hold office

till the conclusion of the next Annual General Meeting, at

the remuneration as may be decided by the Board on

recommendation of the Audit Committee.

None of the directors are interested or concerned in this

resolution.

Your Directors recommend the resolution for approval.

Item No. 5

Pursuant to Section 260 of the Companies Act, 1956 and

consequent to the approval of Reserve Bank of India, Mr.

Ravindra Kumar, representative of Standard Bank Plc, was

appointed as an Additional Director on the Board of IARC

with effect from 19.11.2010 and holds office as such up

to the date of this Annual General Meeting. Being eligible

he has offered himself for re-appointment, as Nominee of

Standard Bank Plc.

Standard Bank Plc holds 53,79,088 Equity shares of Rs.

10/- each in IARC.

None of the directors except Mr. Ravindra Kumar is

interested or concerned in this resolution.

Your Directors recommend the resolution for approval.

Item No. 6

Pursuant to Section 260 of the Companies Act, 1956 and

consequent to the approval of Reserve Bank of India, Mr.

Maninder Juneja, representative of ICICI Bank Limited, was

appointed as an Additional Director on the Board of IARC

with effect from 25.02.2011, and holds office as such up

to the date of this Annual General Meeting. Being

eligible, he has offered himself for re-appointment, as

nominee of ICICI Bank Limited.

ICICI Bank Limited holds 53,79,088 Equity shares of Rs.

10/- each in IARC.

None of the directors except Mr. Maninder Juneja is

interested or concerned in this resolution.

Your Directors recommend the resolution for approval.

Item No. 7

The Present Authorized Share Capital of Company consists

of 8,50,00,000 (Eight Crore Fifty Lac) Equity Shares of Rs.

10/- each and 1,50,00,000 (One Crore Fifty Lac)

Compulsory Convertible Preference Shares of Rs. 10/-

each, aggregating to Rs.100,00,00,000/- (Rupees

Hundred Crore). The issued and paid up capital of the

company is Rs. 55,00,00,000/- (Rupees Fifty Five Crore),

consisting of 5,50,00,000 (Five Crore Fifty Lac) Equity

Shares of Rs. 10/- each, post conversion of 1,50,00,000

(One Crore Fifty Lac) Compulsory Convertible Preference

Shares of Rs. 10/- each into equivalent no. of equity

shares on 31st March, 2011, as per the terms of issue of

those preference shares.

As the above preference shares stand converted into

equity shares on 31st March, 2011, the Board of

Directors, at its meeting held on 25th April, 2011; have

unanimously decided to reclassify the Authorised share

capital of Rs. 100 Crore into 10,00,00,000 (Ten Crore)

equity shares of Rs. 10/- each, by canceling the Preference

share capital.

As per Clause 8.9 (Reserved Matters) of the Articles of

Association of the company, any change in the charter

documents (being the Memorandum and Articles of

Association) can be done only by passing a special

resolution by the shareholders. Your directors, therefore,

recommend the resolution for your approval as a special

resolution.

None of the Directors are interested or concerned in the

proposed resolution except to the extent of their

shareholding held in the Company.

The Directors recommend the resolution for approval.

By Order of the Boardfor International Asset Reconstruction

Company Pvt. Ltd.

Sd/-Place : Mumbai Rashmi SharmaDate : 25th April, 2011 Company Secretary

Page 8: IARC Cover 1institutions including Bank of Baroda, IFCI Ltd., Allahabad Bank, LIC, United Bank of India, State Bank of Bikaner & Jaipur, Punjab National Bank, UCO Bank, HDFC Bank Ltd,

6 Annual Report 2010-11

International Asset Reconstruction Company Private LimitedRegistered Off: 709, 7th Floor, Ansal Bhawan, 16, Kasturba Gandhi Marg, New Delhi – 110 001.

9th Annual General MeetingAttendance Slip

Name of the Member / Proxy Regd. Folio No.DP ID*Client ID*No. of shares held

I hereby record my presence at the 9th Annual General Meeting of the Company on Thursday, 30th June, 2011.

Signature of the Member/Proxy............................................

Note:

1. Member/Proxy-holders are requested to bring their Attendance Slip duly filled and signed, to the meeting.

2. Member’s signatures should be in accordance with the specimen signatures registered with the Company.

3. Corporate members intending to send their authorized representatives to attend the meeting are requested tosend a certified copy of board resolution, authorizing their representative to attend and vote on their behalf atthe meeting.

* Applicable for members holding shares in dematerialised form.

Page 9: IARC Cover 1institutions including Bank of Baroda, IFCI Ltd., Allahabad Bank, LIC, United Bank of India, State Bank of Bikaner & Jaipur, Punjab National Bank, UCO Bank, HDFC Bank Ltd,

7 Annual Report 2010-11

International Asset Reconstruction Company Private Limited

Registered Off: 709, 7th Floor, Ansal Bhawan, 16, Kasturba Gandhi Marg, New Delhi – 110 001.

9th Annual General Meeting

Proxy Form

I/We...............................................................................................................................................................................................of

............................................................................................................being a Member/ Members of International Asset

Reconstruction Company Private Limited hereby appoint Mr./ Mrs./ Miss.......................................................................

of............................................................... or failing him / her........................................................... of................................as my/

our Proxy to attend and vote for me/us on my/our behalf at the 9th Annual General Meeting of the Company to be held

on Thursday, 30th June, 2011 at 4.00 p.m. and at any adjournment thereof.

Signed by the said ........................day of..........................2011.

(Signature of the member)

…………………………..

Name & Signature of the Proxy

Folio No. .................... DP ID No.*.................... Client ID No.*...................

No. of Shares.................

Note:

1. The Proxy Form duly signed across revenue stamp must be returned so as to reach the Registered Office of the

Company not less than 48 hours before the time of the meeting. Proxy need not be a member.

2. The Company reserves the right to ask for identification of the Proxy.

3. Proxy cannot speak at the meeting or vote on a show of hands.

* Applicable for members holding shares in dematerialized form

Page 10: IARC Cover 1institutions including Bank of Baroda, IFCI Ltd., Allahabad Bank, LIC, United Bank of India, State Bank of Bikaner & Jaipur, Punjab National Bank, UCO Bank, HDFC Bank Ltd,

8 Annual Report 2010-11

To the Members,

Your Directors take pleasure in presenting the Ninth Annual

Report on the business and operations of the Company

together with Audited Accounts of the Company for the

financial year ended 31st March, 2011.

Financial Results

(Rs. in Lacs)

Financial Financial

Year Year

2010-11 2009-10

Gross Income 1,627.90 1,588.01

Operating Income 1,521.59 1,230.47

Other Income 106.31 357.54

Expenses 788.70 690.96

Finance Charges 0.07 -

Employee and Establishment

expenses 788.63 690.96

Profit/(loss) before tax 839.20 897.05

Provision for tax 279.07 275.24

Profit/(loss) after Tax 560.13 621.81

Balance brought forward 394.97 (139.09)

Dividend on Preference Shares 75.00 75.00

Dividend on Equity shares 200.00 -

Tax on dividend 45.67 12.75

Balance carried to Balance Sheet 634.43 394.97

Highlights

• Total acquisitions of financial assets during the year,

from various banks through participation in auctions

and bilateral deals - Rs. 2,074.82 Crores (Total Principal

Balance) at an acquisition cost of Rs. 151.11 Crores.

• Total cumulative recoveries of Rs. 251 Crores till March,

2011 from realization of financial assets acquired by

the company.

• Operating income increased to Rs. 1521.59 Lacs for

the year under review from Rs. 1,230.41 Lacs for the

previous year.

• Profit after tax of Rs. 560.13 Lacs as against Rs. 621.81

Lacs in the previous year.

Management Discussion & Analysis

Business Philosophy

The operations of your company are conducted as per the

policies and processes adopted in line with the best market

practices in India and abroad, within the ambit of the

regulatory framework. With transparency, integrity and

Corporate Governance in all the areas of its business and

with due care and prudence in decisions and their

implementation, your company has rightly positioned itself

as a credible institution in the ARC space and a leading

industry player, providing thought leadership in matters

impacting the business of ARCs.

Business Overview

The Gross NPAs of the Banking Sector continue to rise. The

comparative position is as under:

Year Ending Gross NPA Growth Growth

level Rs. in in %

(Rs. in crore) (crore) (term)

31st March, 2008 56,435 5,949 12%

31st March, 2009 68,973 12,538 22%

31st March, 2010 84,747 15,774 23%

31st March, 2011 * 1,02,544 17,797 21%

* Estimate based on study of 37 banks-26 public sector &11

private sector- by CARE Ratings-Banking Research

During the year, the absolute amount of Gross NPAs for the

banks selected by CARE, which is a reasonably correct

representation of the banking sector, as on 31st March,

2011 has risen by 21.5%, with Public Sector banks

accounting for approx. 82% thereof. NPA addition in PSU

banks is partly explained by migration to system driven NPA

recognition. The Gross NPA ratio marginally declined from

2.31% as at March, 2010 to 2.27% as at 31st March, 2011

primarily on account of credit growth. In respect of

restructured assets of the sample banks, slippages from the

restructured portfolio averaged between 8-12% during the

year. As per CARE estimates, Gross NPAs for the 37 banks

covered in the study would remain in the range of 2.4 -

2.6%, recognizing the normal slippages, slippages of 6-8%

in the category of restructured assets and full migration to

system recognition of NPAs by PSU banks. The Provisions

for NPAs increased from 51.5% as at the end of March,

2010 to about 75% as at the end of March, 2011. In view of

the increased provisioning, the Net NPA as at March, 2011

is estimated to be less than 1% from 1.08% as at March,

2010.

It would be seen that the Gross NPAs of the banking system

has been on a rise and the incremental growth shows

acceleration. However, growth in book value of Assets (NPAs)

transferred to ARCs - which were created as a systemic

response to tackle the menace of growing NPAs - has not

been able to keep pace. An area of concern that needs

critical introspection is that the incremental SRs issued since

2008 has, in fact, been on a steady decline as shown in

table below. The mismatch in price expectations between

banks/FIs and ARCs is on rise and deal closure rate in auctions

/ bilateral deals has been shrinking.

Directors’ Report

Page 11: IARC Cover 1institutions including Bank of Baroda, IFCI Ltd., Allahabad Bank, LIC, United Bank of India, State Bank of Bikaner & Jaipur, Punjab National Bank, UCO Bank, HDFC Bank Ltd,

9 Annual Report 2010-11

Rs. in Crore

Mar-07 Mar-08 Mar-09 Mar-10

Gross NPAs 50,486 56,435 68,973 84,747

Incremental

Gross NPAs 5,949 12,538 15,774

Jun-07 Jun-08 Jun-09 Jun-10

Book Value

Transferred to ARCs 28,544 41,414 51,542 62,217

Incremental flow 12,870 10,128 10,675

SRs issued 7,436 10,658 12,801 14,051

Incremental SRs issued 3,222 2,143 1,250

Source-RBI

While the figures for the year 2010-2011 are yet to be

published, it can be safely inferred, on the basis of sales

concluded during the year that the increase in SRs issued

will be more or less the same as in the previous year or even

less than that. There is thus an imperative need for regulatory

intervention to address issues which have been impacting

adversely sale of NPAs to ARCs which were created with the

sole objective of relieving the banking system of the

increasing pressure of NPAs and enabling them to

concentrate on the growth of their main banking business.

Operating Performance

The operational performance of the Company in the year

under review is as follows:

Acquisitions

The Company has successfully acquired financial assets with

OPB of approx. Rs. 2,074.82 Crores (Total Dues approx. Rs.

2,300 Crores) from various selling banks and financial

institutions as compared to Rs. 542 Crores in the previous

year. Since commencement of business, the company’s total

acquisitions have crossed OPB of Rs. 3,274 Crores (Total

dues of approx Rs. 5,400 Crores), raising the position of

IARC significantly upwards in the ranking of ARCs. The

acquisitions, comprising financial assets of 246 corporate

borrower accounts, covering diverse industrial sectors, have

been from 19 banks both in the public and private sectors

and financial institutions.

A noteworthy feature of the company’s acquisitions in the

year has been acquiring financial assets with restructuring

and turn around potential. With such acquisitions

representing around 25% of corporate acquisitions, a good

beginning has been made and the company is now all set,

with the experience gained, to focus on such assets and garner

a significant share thereof in the ARC market. Post acquisition,

these financial assets have been restructured on sustainable

basis and Restructuring Support Finance has been provided

to the restructured units, as permissible in terms of the extant

regulatory guidelines, to put them on track and, in course of

time, help the company in optimizing recoveries from the

cash flow generated from the operations of these units.

It thus gives us immense satisfaction that IARC has taken

initiative in Asset Reconstruction, the prime philosophy

behind setting up ARCs. It is, however, recognized that the

company has a long way to go and having set on its journey,

it would not be far when your company emerges as a leader

in this business, of course, only with enabling regulatory

measures to support this line of activity.

Resolution

Total recoveries during the year amounted to Rs. 135 Crores

as against Rs. 84 Crores during the preceding year. The

recoveries in the corporate accounts at Rs. 70 Crores were

higher than Rs. 55 Crores in the previous year. There was

unanticipated pressure on recoveries, contributed by

prolonged litigation by number of borrowers who have been

going all out to block recovery actions on some pretext or

the other and the continuing delays in the legal system to

redress the situation so created. Despite all such road blocks,

your company has been taking adequate measures legally

and otherwise, as possible within the contours of legal and

judiciary framework to push recoveries and has been, to an

extent, successful in its efforts. It is heartening to note that

there were significant recoveries in number of accounts

where the security cover was negligible / minimum as also

in those accounts where concerted legal action led the

borrowers/guarantors to come to settlement of their debt

at such level as was found acceptable to the company.

Collections of retail loans acquired from two private sector

banks, who continue to handle collections post acquisition

as our Agents, have been beyond expectations.

Outlook& Strategy

The financial year under report reflected continuing rise in

NPAs in the banking system, on the one hand, and declining

sales of such NPAs to ARCs, on the other. The reasons for

such a situation are not difficult to seek. Some of the

important and critical factors hindering sales to ARCs are:-

i. Lack of conviction in the minds of sellers to sell their

NPAs to ARCs, on a continuing basis, as a policy

measure, on terms mutually acceptable to both.

ii. Absence of well laid down standard process for sale

on auction/bilateral basis.

iii. Different perceptions of price such assets should carry.

iv. Pending evolution of Deed of assignment finalized after

taking into account views of both seller banks and

acquiring ARCs.

With rising trends of NPAs and future forecasts in this regard

by various agencies and as per market reports, all these

issues need to be discussed and sorted out by all the

stakeholders without delay. Under the directions of Reserve

Bank of India, both the Indian Banks’ Association and

Association of ARCs should engage themselves in dialogue

with an open mind to arrive at solutions to be implemented

by both without exception. IARC has been, on its own, having

discussions with individual banks at different levels to take

them on board for acquisition of financial assets and our

efforts have, so far, met with some success. Persistent follow

up will, however, need to be continued with patience, to

Page 12: IARC Cover 1institutions including Bank of Baroda, IFCI Ltd., Allahabad Bank, LIC, United Bank of India, State Bank of Bikaner & Jaipur, Punjab National Bank, UCO Bank, HDFC Bank Ltd,

10 Annual Report 2010-11

achieve the end results. At the same time, we have been

looking at our own internal processes of due diligence and

valuation of security underlying the assets for sale, to make

ourselves sure that we have assessed realizable value thereof

properly in arriving at the right value to the seller bank(s).

Secondly, the business of ARCs is capital intensive. With

seller banks increasingly preferring cash instead of SRs,

which was the instrument in vogue in the early days of ARCs

coming into existence, there is pressing need for mobilizing

cash, either through capital augmentation or raising Trust

fund. Foreign institutions engaged in distressed asset

business are keen to enter the Indian market and provide

funds by investing through FDI route in the equity of ARCs

and as FII in Trust Fund; they, however, need relaxation in

the present limits for such investments to be able to actively

participate in running the business of investee companies

instead of remaining as a passive investor. The proposal for

such relaxation is already under examination by RBI and the

Government and once the limits are revised upwards, we

anticipate money flowing in the system from such

international entities. Additionally, the definition of QIBs

needs to be broadened to widen the domestic market for

raising funds by ARCs. On their part, ARCs and banks should

work together to revive SR structure as mode for sale

transactions -- it should not be difficult as long as SRs are

issued on the basis of realistic recovery estimates and ARCs

redeem their SRs. In fact, SR structure would greatly meet

the pricing requirement of the banks as long as the price

expected adequately represents the value of the asset in

terms of the realisabilty value of the available security,

realistically discounted. Another point to be seriously

addressed is establishing the long term sustainability of

ARC business model which has unfortunately raised doubts

in view of declining/stagnant sales of NPAs to ARCs by banks,

particularly those in the public sector which dominate the

NPA market. Unless this is done, resource mobilsation will

continue to be a challenge.

Thirdly, it is time that ARCs start focusing on asset

reconstruction instead of working purely on recovery of dues

from the assets acquired by them through security

enforcement or settlement by the borrowers concerned. ARCs

will be able to meaningfully contribute to the economy by

restructuring the debt of units which show restructuring

potential. To be able to do so, the ARCs will need to be

permitted to convert debt of such units into equity, as in the

case of banks and framework developed for providing

Restructuring Support Finance to such units to rebuild their

business, in which regard ARCs can play only a limited role

as permissible by the extant regulatory provisions. Your

Company has already taken some concrete steps to look at

asset reconstruction business in a sustained manner and

explore how best the business can be grown, even with

these limitations which, of course, would need to be removed

at the earliest.

The basic essentials for success of ARCs discussed in the

foregoing call for urgent action in order that the institution

of ARCs is able to fulfill its objectives fully and a vibrant

distressed asset market is created before long. Amendments

in SARFAESI Act currently before the Parliament, appreciation

of the role of ARCs by the Judiciary, strengthening of the

legal system for expeditious decisions, rationalization of

stamp duty are some of the other equally important measures

to be put in place to support the ARCs. We are sanguine

that the initial difficulties and irritants being encountered

will, over time, get resolved and the business of ARCs will

grow with the pace it should. Besides equipping itself fully

to steer its way ahead in its pursuit for growth, your company

will continue to contribute, as heretofore, to finding solution

to the issues as a responsible member of the ARC community.

Fund Raising

IARC had launched International Asset Reconstruction Fund-

1 (IARF-1) of Rs. 400 crores in the previous year. With

sustained efforts, the first closure of the Fund at Rs. 180

crores with participation from Six Qualified Institutional

Buyers (QIBs) including IARC was announced on 14th June,

2010. As at the end of March, 2011, the Fund has total

commitments at Rs. 292.35 Crores with three well known

International investors, who have selected our Fund for their

investment foray in the distressed space in India through an

ARC, contributing significantly. With an additional

commitment of Rs. 12.50 Crores, from one of these

international investors, to be brought in with further

commitments from domestic investors, the Commitments

are approx Rs. 305 Crores. The drawdown from the Fund

commitments during the year amounted to Rs. 92.58 Crores

all of which was utilised in acquisitions made on bilateral

basis.

We have approached the investors for their consent for

extending the final closure by six months to 14th December,

2011 to be able to mobilise additional investment from the

domestic investors and are reasonably confident of receiving

their consent.

With this Fund, your company will have advantage in

acquiring assets on cash basis, more particularly those with

restructuring potential.

Net Asset Value

In accordance with the RBI guidelines dated 28th May, 2007

relating to Rating and NAV of SRs, initial rating has to be

assigned to SRs within one year from acquisition of assets

or finalization of resolution strategy whichever is earlier

and thereafter, rating is to be reviewed at half-yearly intervals

i.e. as on 30th June and 31st December every year.

The NAV position of the SRs issued by the various trusts set

by the Company up to 31st March, 2011 is as under:

Rs. in Lacs

Category No of Outstanding NAV

trusts Face Value of SR

A 23 21,401.57 24,251.42

B 2 559.72 417.29

Total 25 21961.29 24668.71

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11 Annual Report 2010-11

A - NAV at or above face value

B - NAV below face value

Conversion of Preference Shares Into Equity

As per the terms of issue of 1,50,00,000 5% Compulsory

Convertible Cumulative Preference shares issued by IARC to

its preference shareholders, each preference share of Rs.

10/- each (fully paid up, at a premium of Rs. 30/- per share)

has been converted into One equity share of the face value

of Rs. 10/- each, fully paid up, at a premium of Rs. 30/- per

share, on the conversion date i.e. 31st March, 2011.

Dividend

Your directors are pleased to recommend dividend @ 5% (Rs.

0.50 per share) on the equity shares of the company for the

financial year ended 31st March, 2011, subject to the

approval of the shareholders at the ensuing Annual General

Meeting. The dividend shall be paid to the shareholders,

whose names appear on the register of members as on 30th

March, 2011. The Board of Directors have also declared

dividend @5% (Rs. 0.50 per share) on the Compulsorily

Convertible Preference Shares for the financial year 2010-11,

in terms of the offer for subscription to these Preference

Shares, subject to approval of the shareholders. The said

preference shares have since been converted into equity shares

of Rs. 10/- each, fully paid up, at a premium of Rs. 30/- per

share.

Reclassification of Authorized Share Capital

The Authorized Share Capital of your company was

reclassified during the year, to comprise of 8,50,00,000

(Eight Crore Fifty Lac) Equity shares having face value of Rs.

10/- each and 1,50,00,000 (One Crore Fifty Lac) Compulsorily

Convertible Preference Shares of Rs. 10/- each. Pursuant to

the conversion of Compulsory Convertible Cumulative

Preference shares into equity on 31st March, 2011 it is

proposed to reclassify the Authorized share capital to

comprise entirely of equity share capital of Rs. 100 Crores

(10 crore equity shares of Rs. 10/- each) and to cancel the

preference shares, subject to the approval of the

shareholders by way of special resolution at the ensuing

Annual General Meeting.

Corporate Governance

Composition of the Board

Your Board consists of an optimum combination of

professionals from the banking, finance and distressed asset

sector. The appointments to the Board are subjected to the

approval of the Reserve Bank of India, in accordance with

the provisions laid down in Securitisation and Reconstruction

of Financial Assets and Enforcement of Security Interest Act,

2002 and the Companies Act, 1956.

Total strength of Board as on 31st March, 2011 is twelve

including, apart from Managing Director & CEO, two sponsor

nominee directors and nine non-executive independent

directors.

During the year, 5 meetings of the Board were held at

Mumbai and Delhi. All the meetings were well attended.

All the Directors have made requisite disclosures pertaining

to their position on Board and Committees of different

companies.

Change in Directors

During the year, consequent to the approval of RBI,

Mr. Ravindra Kumar was appointed as a nominee additional

director, representing Standard Bank Plc in place of Mr. Rob

Leith, who has since resigned and Mr. Maninder Juneja was

appointed as representative of ICICI Bank Limited, in place

of Mr. B. Madhivanan. Both directors hold office till the

ensuing Annual General Meeting of the company and being

eligible, offer themselves for appointment as directors.

Dr. N. Kamakodi, representative – City Union Bank and Justice

K.N. Singh (Retd.), resigned from the directorship of the

company during the year. The Board places on record, its

appreciation for the valuable contribution made by them

during their tenure.

Board Procedures

The Board meets at least once a quarter to review the

quarterly performance and the financial results of the

company. The agenda and Board notes are circulated well in

advance, for effective and fruitful participation by all

directors. The Board is kept apprised of the overall

performance of the company by the MD&CEO at the Board

meetings.

Committees of Directors

Whilst the Board of Directors deliberate on the matters of

corporate policy and performance, the operational matters

and other critical areas are delegated to various Committees

of the Board. The constitution of the various Committees

constituted by the Board is as follows:

Asset Acquisition & Reconstruction Committee

Sr. Members Designation

No.

1) Mr. M.S. Verma Chairman

2) Mr. Sunil Varma Member

3) Mr. Kaizad Bharucha Member

4) Mr. Anish Modi Member

5) Mr. Ravindra Kumar Member

6) Mr. Birendra Kumar MD&CEO - Member Secretary

7) Mr. M.R. Umarji Special Invitee, particularly

for restructuring cases /

resolution

During the year, 11 meetings of the Asset Acquisition &

Reconstruction Committee were held.

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12 Annual Report 2010-11

Audit Committee

Sr. Members Designation

No.

1) Mr. Sunil Varma Chairman

2) Mr. Vikas Nanda Member

3) Mrs. Ranjana Kumar Member

Permanent invitee

Mr. Birendra Kumar MD & CEO

Ms. Sunanda Dandekar Chief Financial Officer

The Audit Committee met 4 times during the year.

HR & Remuneration Committee

Sr. Members Designation

No.

1) Mr. Arun Duggal Chairman

2) Mr. Sunil Varma Member

The Committee met once during the year.

Strategy, Policy & Process Committee

Sr. Members Designation

No.

1) Mr. M.S. Verma Chairman

2) Mr. Arun Duggal Member

3) Mr. Sunil Varma Member

4) Mr. Praveen Kadle Member

5) Mr. Kishore Moorjani Member

6) Mr. Kaizad Bharucha Member

7) Mr. Anish Modi Member

8) Mr. Birendra Kumar Member

The Committee met once during the year.

Fund Committee of IARF-1

In terms of the provisions of the Commitment Agreement

of the Trust Fund—IARF-1, the Fund Committee has been

constituted by the Board of Directors of IARC for considering

and approving acquisition of Financial Assets by the Fund

and plan for resolution thereof. All acquisition proposals

conforming to the parameters prescribed for Fund

investment, as set out in Fund Documents, are put up directly

to Fund Committee, whereas other acquisitions in terms of

carve out are put up to the existing Acquisition and

Reconstruction Committee of IARC. The Fund Committee

has the following members:

Sr. Members Designation

No.

1) Mr. M.S. Verma Chairman

2) Mr. Arun Duggal Member

3) Mr. Sunil Varma Member

4) Mr. Kishore Moorjani Member

5) Mr. Vikas Nanda Member

6) Mr. Birendra Kumar MD&CEO, Member Secretary

12 meetings of the Fund Committee were held during the

year.

Governance Board

The Governance Board has also been constituted in terms

of the Commitment Agreement of the Trust Fund, IARF - 1.

The Board comprises of (i) the Chairman of the IARC Board;

and (ii) the representatives as nominated by the Contributors

in the Fund, making a Capital Commitment of not less than

Rs. 250 million in the Fund. The Governance Board is set up

to deliberate and decide upon revision in the investment

limits for the Fund; provides suggestions to the Trustee on

the form, content and periodicity of reporting to the

Contributors; and address any Conflicted Transaction,

besides providing its non-binding advice and counsel on

other issues as may be presented to the Board. All

acquisitions made by the Fund and resolutions of assets

acquired, are to be reported to the Board. The constitution

of the Board as of now is as below:

Sr. Members Designation

No.

1) Mr. M.S. Verma Chairman - IARC

2) Mr. R.K. Dubey Representative -

Central Bank of India

3) Mr. Sudipto Basu Representative -

ICICI Bank Limited

4) Mr. Kaizad Bharucha Representative -

HDFC Bank Limited

5) Ms. Aarti Angara Representative - Morgan

Stanley Investments

(Mauritius) Ltd.

6) Ms. Clarisa De Franco Representative – CDC

Financial Services

(Mauritius) Ltd.

7) Ms Floor Van Oppen - Representative -

(Alternate Mr. Roel FMO, Netherlands

Messie)

8) Mr. Birendra Kumar, Permanent Invitee

MD & CEO

The Governance Board, excluding representatives of the

international investors who have been nominated this year,

had one meeting in December last year.

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13 Annual Report 2010-11

Auditors

In accordance with the provisions of Section 224 of the

Companies Act, 1956, M/s B S R & Company, Chartered

Accountants, (Firm Registration No. 128032W) the Statutory

Auditors of the Company, hold office up to the conclusion

of the forthcoming Annual General Meeting. They have

confirmed their eligibility and willingness to accept the

office, if reappointed. The Company has also received a

certificate from them to the effect that their appointment, if

made, would be within the limits specified under Section

224(1B) of the Companies Act, 1956.

The Board recommends their reappointment as Statutory

Auditors of the Company to hold the office till conclusion

of next Annual General Meeting.

Risk Management

Your Company manages the various risks inherent in its line

of business by adopting best practices in its business

processes through checks and balances, monitoring and

control, and internal audit.

Your Company has adopted a comprehensive Risk Policy,

detailing types of risks in its business, factors contributing

thereto, and risk management of such risks. We are now in

the process of evolving a comprehensive framework for

implementation of the policy and review mechanism, to

address the basic objective of risk mitigation.

Internal Control

The Internal Audit system of the company is commensurate

with the size and nature of its operations. M/s BDO Haribhakti

Consulting Pvt. Ltd. carried out the Internal Audit of the

company for the year, with their reports being regularly

submitted to the Audit Committee. It is proposed to enhance

the scope of Internal Audit from the current financial year, by

including, periodic audit of different processes in the

acquisition and resolution of financial assets.

Workflow Automation

The SAP software in the Company continues to be effectively

used to record data for accounting and management

information purposes.

As part of its endeavor to streamline and standardize the

resolution work flow systems and processes, SAVION Process

Management System was commissioned for development

during the year. The software has been customized specific

to our needs and the System has been implemented in April

2011. The System has been developed to monitor the

processes / relating to post acquisition formalities and

resolution flow, to provide alerts, and to generate

management reports to help in timely correction of delays /

bottlenecks in the implementation of resolution strategy

approved for different assets. It is expected that it would

help bring about the desired efficiency in resolution

functions and lower turnaround time.

Going forward, the company plans to implement the Savion

System for acquisition business as well and has initiated

steps in this direction.

Enviornment, Social and Governance Initiatives

In line with its commitment to greater social causes beyond

business and in tune with the international best practices

and requirement of the international investors in the Fund,

the Company has put in place a comprehensive ESG system

with respect to the financial assets in trusts under

management and consciously makes efforts to the systematic

and structured improvement of governance, environmental

and social performance, targeted to identify and manage

environmental, social and governance risks in our investee

companies especially those under restructuring.

Human Resources Development

Human resources have always been the most valuable assets

of your Company. The Company seeks to attract and retain

the best available talent and its employee pool is derived

from professionals across the banking and financial sector

with expertise and experience in acquisition, reconstruction

and resolution of distressed assets. IARC has been

continuously reviewing and fine tuning its HR policies and

processes, in line with the best practices in the industry.

Stock Options

The ESOP Scheme was introduced by the Board in November,

2008 to provide incentive to attract, retain and reward the

employees and to enable them to participate in the future

growth of the Company. Each such option has conferred a

right upon the Employee to apply for one Equity Share of

the Company.

A total of 13,24,030 options were granted as on 1st April,

2010 under the 1st, 2nd and 3rd Grant of ESOP 2008 to the

eligible employees. No new options were granted during

the year and the outstanding as on 31st March, 2011

amount to 12,19,324 representing 2.22% of the current

paid up equity share capital of the Company.

The options were granted at an exercise price of Rs. 12/- per

share, being the Fair Market Value of the shares as at the

respective date of grant. These options are vested over a

period of 4 years, with 10% of the options vesting in the 1st

year, 20% in 2nd year, 30% in 3rd and remaining 40% in the

4th year, after the grant of the options, vesting being

contingent on continued employment with the company

and on performance parameters. The options are exercisable

from the date on which the shares of the Company get

listed on a recognized stock exchange.

As at the end of March, 2011, 3,33,397 options have been

vested while none of the options has been exercised nor

lapsed.

Particulars Regarding Conservation of Energy & Inflow

& Outflow of Foreign Exchange Under Section 217(1)

of the Companies Act, 1956 and Rules Made

Thereunder

Since the Company is not engaged in manufacturing

activities, disclosures in terms of Section 217(1)(e) of the

Companies Act, 1956 read with the Companies (Disclosures

of Particulars in the Report of the Board of Directors) Rules,

1988 are not applicable and hence, not given.

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14 Annual Report 2010-11

Foreign Exchange Earnings and Outgo

The details of foreign exchange earnings and outgo are

outlined in Clause 17.7 of the notes to accounts.

Statement Pursuant to Section 217 (2a) of the Companies

Act, 1956 Read with the Companies (Particulars of

Employees) Rules, 1975

None of the employees of the company was in receipt of

remuneration during the year that exceeded the sum

prescribed under Section 217(2A) of the Companies Act,

1956 read with Companies (Particulars of Employees) Rules,

1975, as amended.

Directors’ Responsibility Statement

The Directors confirm that:

a) In the preparation of the annual accounts, the

applicable accounting standards have been followed,

along with proper explanation relating to material

departures.

b) Such accounting policies have been selected and

applied consistently and the judgments and estimates

made 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 the financial year and of the profit or loss of

the Company for that period.

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 the Company and

for preventing and detecting fraud and other

irregularities.

d) The annual accounts have been prepared on a going-

concern basis.

Acknowledgements

The Directors express their gratitude for the support and

guidance provided by the Reserve Bank of India, sponsors

and other shareholders, banks and financial institutions,

rating agencies, depositories and other service providers.

The Board also sincerely acknowledges the significant

contributions made by all employees for their dedicated

services to the Company.

For and on behalf of the Board

Place : Mumbai M. S. Verma

Date : 26th April, 2011 Chairman

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15 Annual Report 2010-11

To the Members of

International Asset Reconstruction Company PrivateLimited

We have audited the attached balance sheet of InternationalAsset Reconstruction Company Private Limited (‘theCompany’) as at 31st March, 2011 and the profit and lossaccount and cash flow statement of the Company for theyear ended on that date, annexed thereto. These financialstatements are the responsibility of the Company’smanagement. Our responsibility is to express an opinion onthese financial statements based on our audit.

We conducted our audit in accordance with auditingstandards generally accepted in India. Those standardsrequire that we plan and perform the audit to obtainreasonable assurance about whether the financialstatements are free of material misstatement. An auditincludes examining, on a test basis, evidence supportingthe amounts and disclosures in the financial statements.An audit also includes assessing the accounting principlesused and significant estimates made by management, aswell as evaluating the overall financial statementpresentation. We believe that our audit provides areasonable basis for our opinion.

1. As required by the Companies (Auditor’s Report) Order,2003 and amendments thereto (together referred toas ‘the Order’) issued by the Central Government ofIndia in terms of sub-section (4A) of section 227 ofthe Companies Act, 1956 (the ‘Act’), we enclose in theAnnexure, a statement on the matters specified inparagraph 4 and 5 of the said Order.

2. Further to our comments in the Annexure referred toabove, we report that:

(i) we have obtained all the information andexplanations, which to the best of our knowledgeand belief were necessary for the purposes of ouraudit;

(ii) in our opinion, proper books of account asrequired by law have been kept by the Companyso far as appears from our examination of thosebooks;

Auditors’ Report

(iii) the balance sheet and profit and loss account dealtwith by this report are in agreement with thebooks of account;

(iv) in our opinion, the balance sheet and the profitand loss account dealt with by this report complywith the accounting standards referred to in sub-section (3C) of section 211 of the Act, to the extentapplicable;

(v) on the basis of written representations receivedfrom the Directors of the Company, as on31st March, 2011, and taken on record by theBoard of Directors, we report that none of theDirectors are disqualified as on 31st March, 2011from being appointed as a Director in terms ofclause (g) of sub-section (1) of section 274 of theAct; and

(vi) in our opinion and to the best of our informationand according to the explanations given to us,the said financial statements, give the informationrequired by the Act, in the manner so requiredand give a true and fair view in conformity withthe accounting principles generally accepted inIndia:

(a) in the case of the balance sheet, of the stateof affairs of the Company as at 31st March,2011;

(b) in the case of the profit and loss account, ofthe profit of the Company for the year ended31st March, 2011; and

(c) in the case of the cash flow statement, ofthe cash flows for the year ended on thatdate.

For B S R & CompanyChartered Accountants

Firm’s Registration No: 128032W

Akeel MasterPlace : Mumbai PartnerDate : 26th April, 2011 Membership No: 046768

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16 Annual Report 2010-11

Annexure to Auditors’ Report(referred to in our report of even date)

We report as follows:

1. (a) The Company has maintained proper recordsshowing full particulars, including quantitativedetails and situation of fixed assets.

(b) The Company has a regular programme of physicalverification of its fixed assets by which all fixedassets are verified at the end of the financial year.In our opinion, this periodicity of physicalverification is reasonable having regard to the sizeof the Company and the nature of its assets. Nomaterial discrepancies were noticed on suchverification.

(c) Fixed assets disposed of during the year were notsubstantial, and therefore, do not affect the goingconcern assumption.

2. The principal activity of the Company is to carry on thebusiness of securitization and assets reconstruction.Accordingly it is not required to hold any physicalinventories. Thus, paragraph 4(ii) of the Order is notapplicable.

3. The Company has neither granted nor taken any loans,secured or unsecured, to or from companies, firms orother parties covered in the register maintained undersection 301 of the Companies Act, 1956.

4. In our opinion, and according to the information andexplanations given to us, there is an adequate internalcontrol system commensurate with the size of theCompany and the nature of its business, with regardto purchase of fixed assets and with regards to sale ofservices. The activities of the Company do not involvepurchase of inventory and sale of goods. We have notobserved any major weakness in the internal controlsystem during the course of the audit.

5. In our opinion and according to the information andexplanations given to us, there are no contracts andarrangements, the particulars of which need to beentered into the register maintained under section 301of the Act.

6. The Company has not accepted any deposits frompublic.

7. In our opinion, the Company has an internal auditsystem commensurate with the size and nature of itsbusiness.

8. The Central Government has not prescribed themaintenance of cost records under section 209(1) (d)of the Act for any services rendered by the Company.

9. (a) According to the information and explanationsgiven to us and on the basis of our examinationof the records of the Company, amounts deducted/accrued in the books of account in respect ofundisputed statutory dues including ProvidentFund, Income-Tax, Service Tax, and other materialstatutory dues have generally been regularlydeposited during the year by the Company withthe appropriate authorities.

As explained to us, the provisions of Sales Tax,Wealth Tax, Custom Duty, Excise Duty, Cess,Employees’ State Insurance and InvestorEducation and Protection Fund are not applicableto the Company.

(b) According to the information and explanationsgiven to us, no undisputed amounts payable withrespect of Provident Fund, Income-Tax, Service Taxor other material statutory dues were in arrears asat 31st March, 2011 for a period of more than sixmonths from the date they become payable.

(c) According to the information and explanationsgiven to us, there are no dues of Provident Fund,Income-Tax, Service Tax and other materialstatutory dues which have not been depositedwith appropriate authorities on account of anydispute.

(d) There were no dues on account of Cess undersection 441A of the Companies Act, 1956, sincethe date from which the aforesaid section comesinto force has not yet been notified by the CentralGovernment.

10. The Company does not have any accumulated lossesat the end of the financial year and has not incurredcash losses in the financial year and in the immediatelypreceding financial year.

11. In our opinion and according to the information andexplanations given to us, the Company has notdefaulted in repayment of dues to its bankers or to anyfinancial institutions. The Company did not have anyoutstanding debentures during the year.

12. In our opinion, the Company has maintained adequaterecords in cases where it has granted loans andadvances on the basis of security by way of pledge ofshares, debentures and other securities.

13. In our opinion and according to the explanationsprovided to us, the Company is not a chit fund, nidhi,mutual benefit fund or a society.

14. In our opinion and according to the information andexplanations given to us, the Company has maintainedproper records of the transactions and contracts relatingto investment in security receipts and timely entrieshave been made therein. The security receipts are heldby the Company in its own name.

15. According to information and explanations given tous, the Company has not given any guarantee for loanstaken by others from banks or financial institutions.

16. Based on our examination of the records of theCompany and based on the information andexplanation given to us, the Company has not takenany term loans during the year accordingly paragraph4 (xvi) of the order is not applicable to the Company.

17. According to the information and explanations givento us and on the overall examination of the balancesheet of the Company, there are no funds raised on ashort-term basis which have been used for long-terminvestment.

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17 Annual Report 2010-11

18. The Company has not made any preferential allotmentof shares to companies/firms/parties covered in theregister maintained under section 301 of theCompanies Act, 1956.

19. The Company did not have any outstanding debenturesduring the year.

20. The Company has not raised any money by public issuesduring the year.

21. According to information and explanations given tous, no fraud on or by the Company has been noticedor reported during the course of our audit.

For B S R & CompanyChartered Accountants

Firm’s Registration No: 128032W

Akeel MasterPlace : Mumbai PartnerDate : 26th April, 2011 Membership No: 046768

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18 Annual Report 2010-11

Balance Sheetas at 31st March, 2011

(Amount in Rs.)

Schedule As at As atNo. 31st March, 2011 31st March, 2010

Source of Funds

Shareholders’ funds

Share capital 3 550,000,000 550,000,000

Reserves and surplus 4 548,391,601 524,446,330

1,098,391,601 1,074,446,330

Loan funds

Secured loan 5 50,468,932 -

Deferred tax liabilities (net) 17.8 103,536 431,824

Total 1,148,964,069 1,074,878,154

Application of Funds

Fixed assets 6

Gross block 11,322,560 10,630,087

Less: Accumulated depreciation 5,852,603 3,458,942

Net block 5,469,957 7,171,145

Capital work-in-progress 4,274,876 -

Investments 7 905,705,743 869,335,549

Current assets, loans and advances

Sundry debtors 8 15,793,648 7,565,915

Cash and bank balances 9 150,707,093 182,046,579

Loans and advances 10 137,101,746 32,305,471

303,602,487 221,917,965

Current liabilities and provisions

Current liabilities 11 43,529,990 13,762,474

Provisions 12 26,559,004 9,784,031

70,088,994 23,546,505

Net current assets 233,513,493 198,371,460

Total 1,148,964,069 1,074,878,154

Significant accounting policies 2

Notes to the accounts 17

The schedules referred to above form integral part of this Balance Sheet

As per our attached report of even date For and on behalf of the Board of Directors’International Asset Reconstruction Company Private Limited

For B. S. R. & CompanyChartered Accountants M. S. VermaFirm’s Registration No.: 128032W Chairman

Akeel MasterPartnerMembership No : 046768

Mumbai Rashmi Sharma26th April, 2011 Company Secretary & Compliance Officer

Sunanda DandekarChief Financial Officer

Birendra KumarManaging Director &Chief Executive Officer

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19 Annual Report 2010-11

(Amount in Rs.)

Profit & Loss Accountfor the year ended 31st March, 2011

Schedule For the year ended For the year endedNo. 31st March, 2011 31st March, 2010

Income

Operating income 13.1 29,916,589 22,151,462

Investment income 13.2 122,243,395 100,896,137

Other income 13.3 10,630,557 35,753,749

162,790,541 158,801,348

Expenditure

Employee cost 14 39,383,210 34,171,253

Administrative and other operating costs 15 36,199,589 32,563,544

Finance charges 16 747,556 -

Depreciation 6 2,539,799 2,361,378

78,870,154 69,096,175

Profit before tax 83,920,387 89,705,173

Provision for tax

- Current tax 28,236,000 27,092,394

- Deferred tax (credit) / charge (328,288) 431,824

Profit after tax 56,012,675 62,180,955

Balance brought forward from previous year 39,497,719 (13,908,611)

Amount available for appropriations 95,510,394 48,272,344

Proposed dividend on equity shares 20,000,000 -

Dividend on preference shares 7,500,000 7,500,000

Tax on dividend 4,567,405 1,274,625

Balance in the profit and loss account carried forward 63,442,989 39,497,719

Earnings per share of face value Rs.10

Basic 17.5 1.18 1.34

Diluted 17.5 1.18 1.13

Significant accounting policies 2

Notes to the accounts 17

The schedules referred to above form integral part of this Profit & Loss Account

As per our attached report of even date For and on behalf of the Board of Directors’International Asset Reconstruction Company Private Limited

For B. S. R. & CompanyChartered Accountants M. S. VermaFirm’s Registration No.: 128032W Chairman

Akeel MasterPartnerMembership No : 046768

Mumbai Rashmi Sharma26th April, 2011 Company Secretary & Compliance Officer

Sunanda DandekarChief Financial Officer

Birendra KumarManaging Director &Chief Executive Officer

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20 Annual Report 2010-11

Cash Flow Statementfor the year ended 31st March, 2011

Schedule 2011 2010No.

Cash Flow from Operating Activities:

Net profit before tax 83,920,388 89,705,172

Adjustments for:

Depreciation 2,539,799 2,361,378

Loss on sale of fixed assets 48,457 27,754

Interest income (9,387,638) (31,575,382)

Finance charges 747,555 -

Operating profit before working capital changes 77,868,561 60,518,922

Movement in working capital:

Increase in sundry debtors (8,227,734) (5,207,958)

(Increase) / decrease in loans and advances (82,228,686) 7,274,270

Increase in current liabilities and provisions 30,782,129 4,797,538

Cash generated from operations 18,194,270 67,382,772

Income taxes paid (including fringe benefits tax) (50,803,589) (23,102,518)

Net cash (used in) / generated from operating activities (A) (32,609,320) 44,280,254

Cash flow from investing activities:

Investment in initial contribution towards trust fund (4,000) (8,000)

Investments in security receipts (278,535,000) (578,923,000)

Redemption / partial reduction in face value of security receipts 242,168,806 109,099,451

Interest received 9,387,638 31,575,382

Purchase of fixed assets (5,166,943) (2,177,230)

Sale proceeds of fixed assets 5,000 5,500

Net cash used in investing activities (B) (32,144,499) (440,427,897)

Cash flow from financing activities:

Finance charges (747,555) -

Bank overdraft 50,468,933 -

Payments of dividend (including tax on proposed dividend) (16,307,044) (3,381,270)

Net cash generated from / (used in) financing activities (C) 33,414,334 (3,381,270)

Net decrease in cash and cash equivalents (A+B+C) (31,339,485) (399,528,913)

Cash and cash equivalents at the beginning of the year

Cash in hand 2,678 4,099

Balance with scheduled banks 182,043,901 581,571,393

182,046,579 581,575,492

Cash and cash equivalents at the end of the year

Cash in hand 15,406 2,678

Balance with scheduled banks 150,691,687 182,043,901

150,707,093 182,046,579

Significant accounting policies 2

Notes to the accounts 17

For and on behalf of the Board of Directors’International Asset Reconstruction Company Private Limited

For B. S. R. & CompanyChartered Accountants M. S. VermaFirm’s Registration No.: 128032W Chairman

Akeel MasterPartnerMembership No : 046768

Mumbai Rashmi Sharma26th April, 2011 Company Secretary & Compliance Officer

Sunanda DandekarChief Financial Officer

Birendra KumarManaging Director &Chief Executive Officer

(Amount in Rs.)

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21 Annual Report 2010-11

Schedules to the financial Statementsfor the year ended 31st March, 2011

1. Background

International Asset Reconstruction Company Private

Limited (‘the Company’) was incorporated on 16

October 2002 as a private limited company under the

Companies Act, 1956.

The principal activity of the Company is to carry on the

business of securitization and asset reconstruction as

defined in section 2 of the Securitisation and

Reconstruction of Financial Assets and Enforcement of

Security Interest Act, 2002 (‘the SARFAESI Act’). The

Company acts as an Investment Manager / Trustee for

various trusts set up for securitization pursuant to the

SARFAESI Act. The financial assets are acquired under

separate trusts set up for securitization or directly for

asset reconstruction.

The Reserve Bank of India (‘RBI’) granted a Certificate

of Registration to the Company on 15 March, 2007 to

commence / carry on business of securitization or asset

reconstruction under section 3 of the SARFAESI Act.

2 Significant accounting policies

2.1 Basis of preparation of financial statements

The financial statements are prepared and presented

under the historical cost convention on the accrual

basis of accounting and in accordance with the

provisions of the Companies Act, 1956 (‘the Act’), the

guidelines issued by the Reserve Bank of India (the

‘RBI’) on Securitisation Companies and Reconstruction

Companies and amendments thereto (the Guidelines),

and the accounting principles generally accepted in

India and comply with the accounting standards

prescribed in the Companies (Accounting Standards)

Rules, 2006, to the extent applicable.

The Company is a Small and Medium Sized Company

(‘SMC’) as defined in the General instructions in respect

of Accounting Standards notified under the Act.

However, the Company was not a SMC in the previous

year. Accordingly, the Company is not qualified for

exemption or relaxation in respect of accounting

standards available to SMC in the current year.

2.2 Use of estimates

The preparation of the financial statements in

conformity with generally accepted accounting

principles (‘GAAP’) in India requires management to

make estimates and assumptions that affect the

reported amount of assets, liabilities, revenues and

expenses and disclosure of contingent liabilities on

the date of the financial statements. The estimates

and assumptions used in the accompanying financial

statements are based upon management’s evaluation

of the relevant facts and circumstances as of the date

of the financial statements. Actual results may differ

from the estimates used in preparing the

accompanying financial statements. Any revision to

accounting estimates is recognized prospectively in

current and future periods.

2.3 Revenue recognition

Trusteeship fee is recognized quarterly in advance on

an accrual basis in accordance with the terms of the

respective trust deed / offer document / commitment

agreement, wherever applicable.

Management fee is recognized on amount recovered

from the financial assets acquired by the Company on

behalf of the trust / other financial institutions managed

by the Company on agency basis in terms of the

respective service agreements.

Management incentive fee is recognized in accordance

with the provisions of trust deed / offer document /

commitment agreement.

Upside income represents gain on redemption of

investments in security receipts (SRs) of trusts set up

for acquisition of financial assets. Upside income from

investment in SRs of trusts set up for acquisition of

financial assets is recognized as per the distribution

advice received from the respective trusts and in

accordance with the terms of the respective trust deed

/ offer document / commitment agreement.

Interest income is recognised on a period proportion

basis.

2.4 Fixed assets and depreciation

a) Fixed assets are carried at cost of acquisition less

accumulated depreciation, amortization and

impairment loss, if any. Cost includes freight, duties,

taxes and incidental expenses related to the

acquisition and installation of the assets.

b) Depreciation on fixed assets is provided on the

straight-line method.

c) The rates of depreciation prescribed in Schedule

XIV to the Companies Act, 1956 are considered as

the minimum rates. If the management’s estimate

of the useful life of a fixed asset at the time of

acquisition of the asset or of the remaining useful

life on a subsequent review is shorter than that

envisaged in the aforesaid schedule, depreciation

is provided at a higher rate based on the

managements estimate of the useful life/remaining

useful life. Pursuant to this policy, depreciation on

fixed assets has been provided for at the following

rates:

Asset Depreciation rate

Computer and printers 25.00%

Office equipments 15.00%

Furniture and fixtures 15.00%

Motor vehicles 20.00%

Software 25.00%

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22 Annual Report 2010-11

d) Asset individually costing Rs. 5,000 or less, are fully

depreciated in the year of purchase.

e) Depreciation on assets sold during the year is

recognised on a pro-rata basis in the profit and

loss account up to the month prior to the month in

which the assets have been disposed off.

f) Impairment of assets:

The Company assesses at each balance sheet date

whether there is any indication that an asset may

be impaired. If any such indication exists, the

Company estimates the recoverable amount of the

asset. If such recoverable amount of the asset or

the recoverable amount of the cash generating unit

which the asset belongs to, is less than its carrying

amount, the carrying amount is reduced to its

recoverable amount. The reduction is treated as an

impairment loss and is recognised in the profit and

loss account. If at the balance sheet date, there is

an indication that a previously assessed impairment

loss no longer exists, the recoverable amount is

reassessed and the asset is reflected at the

recoverable amount subject to a maximum of

depreciable historical cost.

2.5 Investments

Investments in security receipts of the various trusts

set up by the Company are valued at lower of cost or

realizable value in accordance with the Guidelines, as

applicable. Net realizable value is based on net asset

value (NAV) declared by the respective trusts.

Diminution, if any, on aggregate basis is charged to

the profit and loss account.

Amount received as per the distribution advice from

the respective trusts to the extent of the cost of SRs of

the respective trust is treated as reduction in the face

value of the SRs on a pro-rata basis.

Initial contribution towards trust fund is valued at cost

less any other than temporary diminution in value.

2.6 Secured loan

Loan provided by the Company for reconstruction of

non-performing assets which are acquired in the Trusts,

set up by the Company are recorded on outstanding

principal balance.

2.7 Employee benefits

Gratuity

The Company’s gratuity scheme is a defined benefit

plan. The Company’s net obligation in respect of the

gratuity benefit is calculated by estimating the amount

of future benefit that the employees have earned in

return for their service in the current and prior periods,

that benefit is discounted to determine its present value

and the fair value of any plan assets, if any, is deducted.

The present value of the obligation under such benefit

plan is determined based on actuarial valuation using

the Projected Unit Credit Method which recognizes

each period of service that give rise to additional unit

of employee benefit entitlement and measures each

unit separately to build up the final obligation.

The obligation is measured at present values of

estimated future cash flows. The discounted rates used

for determining the present value are based on the

market yields on Government Securities as at the

balance sheet date.

Actuarial gains and losses are recognized immediately

in the profit and loss account.

Provident fund

Contribution payable to the recognised provident fund,

a defined contribution scheme, made at 12% of the

basic salary, is charged to the profit and loss account.

Leave entitlement

The Company provides for leave entitlement, which is

a defined benefit scheme, based on actuarial valuation

as at the balance sheet date conducted by an

independent actuary.

2.8 Accounting for leases

Operating leases

Leases where the lessor effectively retains substantially

all the risks and benefits of ownership over the lease

term are classified as operating leases. Operating lease

rentals are recognized as an expense on a straight-line

basis over the lease period.

2.9 Earning per share

The basic earnings per share is computed by dividing

the net profit attributable to the equity shareholders

by weighted average number of equity shares

outstanding during the reporting year.

Number of equity shares used in computing diluted

earnings per share comprises the weighted average

number of shares considered for deriving basic

earnings per share and also weighted average number

of equity shares which would have been issued on the

conversion of all dilutive potential shares. In computing

diluted earnings per share only potential equity shares

that are dilutive are included.

2.10Taxation

Income tax expense comprises current tax (i.e. amount

of tax for the period determined in accordance with

the income-tax law) and deferred tax charge or credit

(reflecting the tax effects of timing differences between

accounting income and taxable income for the period).

Current taxes

Provision for current income-tax is recognized in

accordance with the provisions of Indian Income-tax

Act, 1961 and is made annually based on the tax

liability after taking credit for tax allowances and

exemptions.

Schedules to the financial Statementsfor the year ended 31st March, 2011

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23 Annual Report 2010-11

Deferred taxes

Deferred tax assets and liabilities are recognized for the

future tax consequences attributable to timing

differences that result between the profits offered for

income taxes and the profits as per the financial

statements. Deferred tax assets and liabilities are

measured using the tax rates and the tax laws that have

been enacted or substantively enacted by the balance

sheet date. The effect of a change in tax rates on deferred

tax assets and liabilities is recognized in the period that

includes the enactment date. Deferred tax assets are

recognised only to the extent there is reasonable

certainty that the assets can be realized in the future.

However, where there is unabsorbed depreciation or

carried forward loss under taxation laws, deferred tax

assets are recognised only if there is virtual certainty of

realisation of such assets. Deferred tax assets are

reassessed for the appropriateness of their respective

carrying values at each balance sheet date.

The Company recognizes deferred taxes in respect of

those originating timing differences, which reverse after

the tax holiday period, resulting in tax consequences.

Timing differences which originate and reverse within

the tax holiday period do not result in tax consequence

and, therefore, no deferred taxes are recognized in

respect of the same.

2.11Provisions and contingencies

The Company creates a provision when there is a

present obligation as a result of a past event that

probably requires an outflow of resources and a reliable

estimate can be made of the amount of the obligation.

A disclosure for a contingent liability is made when

there is a possible obligation or a present obligation

that may, but probably will not, require an outflow of

resources. When there is a possible obligation or a

present obligation in respect of which the likelihood

of outflow of resources is remote, no provision or

disclosure is made.

Provisions are reviewed at each balance sheet date and

adjusted to reflect the current best estimate. If it is no

longer probable that the outflow of resources would be

required to settle the obligation, the provision is reversed.

Contingent assets are not recognised in the financial

statements. However, contingent assets are assessed

continually and if it is virtually certain that an economic

benefit will arise, the asset and related income are

recognised in the period in which the change occurs.

Schedules to the financial Statementsfor the year ended 31st March, 2011

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24 Annual Report 2010-11

3 Share capital

Authorised

85,000,000 (Previous year: 40,000,000) equity shares of Rs. 10 each 850,000,000 400,000,000

“15,000,000 (Previous year: 60,000,000) compulsorily convertible 150,000,000 600,000,000

preference shares of Rs. 10 each “

1,000,000,000 1,000,000,000

Issued, subscribed and paid-up

55,000,000 (Previous year: 40,000,000) equity shares of Rs. 10 each

fully paid-up 550,000,000 400,000,000

“Nil (Previous year: 15,000,000) 5% Compulsorily convertible

preference shares of Rs. 10 each “ - 150,000,000

550,000,000 550,000,000

4 Reserves and surplus

Securities premium account 484,948,612 484,948,612

Profit and loss account 63,442,989 39,497,718

548,391,601 524,446,330

5 Secured loan

Bank overdraft 50,468,932 -

(Secured against fixed deposit with a bank)

50,468,932 -

As at As at31st March, 2011 31st March, 2010

(Amount in Rs.)

Schedules to the financial Statementsfor the year ended 31st March, 2011

Page 27: IARC Cover 1institutions including Bank of Baroda, IFCI Ltd., Allahabad Bank, LIC, United Bank of India, State Bank of Bikaner & Jaipur, Punjab National Bank, UCO Bank, HDFC Bank Ltd,

25 Annual Report 2010-11

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Schedules to the financial Statementsfor the year ended 31st March, 2011

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26 Annual Report 2010-11

7 Investments

Non trade, unquoted

Initial contribution towards trust fund 30,000 26,000

Investment in security receipts of

“IARC-BOB-01-07 Trust” 59,311,894 92,275,226

[1,675 (Previous year: 1,675) security receipts of Rs.35,410.08

(Previous year: Rs.55,089.69) each]

“IARC-CBOP-CORP-RD-02/07-08 Trust” 2,748,610 2,748,610

[3,105 (Previous year: 3,105) security receipts of Rs. 885.22

(Previous year: Rs. 885.22) each]

“IARC-CBOP-RET-03/07 -08 Trust” - 192,514

[3,191 (Previous year: 3,191) security receipts of Rs. Nil

(Previous year: Rs. 60.33) each]

“IARC-IFCI-EIL-04-07/08 Trust” 1,239,566 2,125,000

[2,125 (Previous year: 2,125) security receipts of Rs. 583.32

(Previous year: Rs.1,000) each]

“IARC-SBOP-CORP-06/07-08 Trust” 1,000,000 1,000,000

[10 (Previous year: 10) security receipts of Rs. 100,000

(Previous year: Rs.100,000) each]

“IARC-LIC-CORP-07/07-08 Trust” 825,000 825,000

[825 (Previous year: 825) security receipts of Rs. 1,000

(Previous year: Rs.1,000) each]

“IARC-UCO-CORP-08/07-08 Trust” 225,000 225,000

[225 (Previous year: 225) security receipts of Rs. 1,000

(Previous year: Rs.1,000) each]

“IARC-PNB-CORP-09/08-09 Trust” 10 1,138,941

[1,505 (Previous year: 1,505) security receipts of Rs. 0.002

(Previous year: Rs.756.77) each]

“IARC-BOB-CORP-10/08-09 Trust” 33,082,000 30,907,000

[33,082 (Previous year: 30,907) security receipts of Rs. 1,000

(Previous year: Rs.1,000) each]

“IARC-SBOP-CORP-11/08-09 Trust” 67,000,000 71,600,000

[71,800 (Previous year: 71,800) security receipts of Rs. 933.15

(Previous year: Rs.997.20) each]

“IARC-BOB-CORP-12/08-09 Trust” 60,709,920 147,100,000

[147,100 (Previous year: 147,100) security receipts of Rs. 412.71

(Previous year: Rs.1,000) each]

“IARC-SBBJ-CORP-13/08-09 Trust” 500 42,600,000

[42,600 (Previous year: 42,600 @ Rs.1,000) each security receipts

of Rs. 0.012 (Previous year: Rs.1,000) each]

“IARC-ALLB-CORP-14/08-09 Trust” 57,730,950 72,347,000

[73,000 (Previous year: 73,000) security receipts of Rs. 790.83

(Previous year: Rs.991.05) each]

“IARC-UNTD-CORP-15/08-09 Trust” - 22,700,000

22,700 (Previous year: 22,700) security receipts of Rs. 0.009

(Previous year: Rs.1,000) each]

As at As at31st March, 2011 31st March, 2010

(Amount in Rs.)

Schedules to the financial Statementsfor the year ended 31st March, 2011

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27 Annual Report 2010-11

“IARC-UBI-CORP-16/09-10 Trust” 150,800,000 150,800,000

[150,800 (Previous year: 150,800) security receipts of Rs. 1,000

(Previous year: Rs.1,000) each]

“IARC-ICICI-CORP-17/09-10 Trust” 30,492,939 30,492,938

[73,000 (Previous year: 73,000) security receipts of Rs. 417.71

(Previous year: Rs.417.71) each]

“IARC-18/09-10 Trust” 1,890,359 2,100,000

[2,100 (Previous year: 2,100) security receipts of Rs. 900.17

(Previous year: Rs.1,000) each]

“IARC-19/09-10 Trust” 1,085,836 14,092,320

[26,476 (Previous year: 26,476) security receipts of Rs. 41.01

(Previous year: Rs.532.27) each]

“IARC-20/09-10 Trust” 140,285,026 145,190,000

[145,190 (Previous year: 145,190) security receipts of Rs. 966.22

(Previous year: Rs.1,000) each each]

“IARC-21/09-10 Trust” 31,200,000 31,200,000

[31,200 (Previous year: 31,200) security receipts of Rs. 1,000

(Previous year: Rs.1,000) each]

“IARC-22/09-10 Trust” 11,067,828 7,650,000

[12,990 (Previous year: 7,650) security receipts of Rs. 852.03

(Previous year: Rs.1,000) each]

“IARC-23/10-11 Trust” 9,960,306 -

[2,6000 (Previous year: Nil) security receipts of Rs. 383.09

(Previous year: Nil) each]

“IARF I TRUST- SCHEME 1 “ 217,520,000 -

[217,520 (Previous year: Nil) security receipts of Rs.1,000

(Previous year: Nil) each]

“IARC -25/10-11 Trust “ 27,500,000 -

[275,000 (Previous year: Nil) security receipts of Rs.1,000

(Previous year: Nil) each]

905,705,743 869,335,549

* Less than Re.1

The aggregate book value and market value of quoted investments

and book value of unquoted investments is as follows:

Quoted investments

- Aggregate book value - -

- Aggregate market value - -

Aggregate book value of unquoted investments 905,705,743 869,335,549

As at As at31st March, 2011 31st March, 2010

(Amount in Rs.)

Schedules to the financial Statementsfor the year ended 31st March, 2011

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28 Annual Report 2010-11

8 Sundry debtors*

Unsecured and considered good

Outstanding for more than six months 5,568,310 3,961,325

Other debts 10,225,338 3,604,590

15,793,648 7,565,915

* Includes Rs.14,986,791 (Previous year Rs.7,565,915) of trusteeship

fee receivable from various IARC trusts

9 Cash and bank balances

Cash in hand 15,406 2,678

Balance with scheduled banks

- in current account 10,691,687 18,335,598

- in fixed deposit account 140,000,000 163,708,303

150,707,093 182,046,579

10 Loans and advances

Secured and considered good

Corporate loan 37,199,535 -

Unsecured and considered good

Advances recoverable in cash or in kind or for value to be received * 62,223,736 17,947,814

Interest accrued but not due 3,528,624 4,027,539

Prepaid expenses 737,990 406,663

Deposits 5,772,027 4,851,210

Advance Income tax, net of provision for income tax of Rs.57,413,725

(Previous year: Rs.29,177,725) 27,639,834 5,072,245

137,101,746 32,305,471

* Includes advances receivable from various IARC trusts Rs.54,761,481

(Previous year: Rs.13,839,308)

11 Current liabilities

Sundry creditors 3,297,609 177,277

Statutory dues 2,673,389 2,258,396

Advance towards Security Receipts redemption 25,000,000 -

Payable to IARC trusts 6,122,945 500,000

Provision for bonus 5,400,000 6,500,000

Unpaid dividend - 32,420

Other liabilities 1,036,047 4,294,381

43,529,990 13,762,474

As at As at31st March, 2011 31st March, 2010

(Amount in Rs.)

Schedules to the financial Statementsfor the year ended 31st March, 2011

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29 Annual Report 2010-11

As at As at31st March, 2011 31st March, 2010

12 Provisions

Provision for gratuity 1,826,894 1,009,406

Provision for leave entitlement 164,705 -

Proposed dividend on equity shares 20,000,000 -

Proposed dividend on cumulative preference shares - 7,500,000

Provision for tax on dividend 4,567,405 1,274,625

26,559,004 9,784,031

For the year ended For the year ended

2011 2010

13.1 Operating income

Trusteeship fees {(tax deducted at sources Rs.3,122,967

(previous year : Rs.2,382,624)} 28,332,872 21,396,056

Management fees {(tax deducted at sources Rs.155,172

(previous year: Rs.74,938)} 1,402,656 679,446

Management incentive fees{(tax deducted at sources Rs.19,971

(previous year: Rs.8,378)} 181,061 75,960

29,916,589 22,151,462

13.2 Investment income

Upside income 115,741,390 100,896,137

Interest on corporate loan 6,502,005 -

122,243,395 100,896,137

13.3 Other income

Interest on fixed deposits with bank {tax deducted at source

Rs.1,042,919 (previous year: Rs.4,178,367)} 10,430,557 35,753,749

Other income 200,000 -

10,630,557 35,753,749

14 Employee cost

Salaries, bonus and allowances 35,583,214 31,178,153

Staff welfare expenses 1,345,515 891,361

Contribution to provident and other funds 2,454,481 2,101,739

39,383,210 34,171,253

(Amount in Rs.)

Schedules to the financial Statementsfor the year ended 31st March, 2011

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30 Annual Report 2010-11

15 Administrative and other operating costs

Professional and advisory fees 9,604,784 7,356,001

Rent 8,997,055 6,974,105

Legal and financial due diligence expenses 2,415,708 5,021,134

Traveling and conveyance expenses 2,473,976 2,457,658

Motor car expenses 2,274,348 1,729,890

Software maintenance expenses 2,141,183 1,514,433

Directors’ sitting fees 1,000,000 1,156,737

Communication expenses 1,304,099 1,160,323

Repair and maintenance - others 1,008,329 1,081,645

Auditors’ remuneration

- Statutory audit fees 400,000 324,250

- Tax audit fees 80,000 69,850

- Out of pocket expenses 8,800 4,510

Electricity charges 651,611 633,717

Membership and subscription fees 648,033 477,474

Brokerage on rental premises - 450,760

Entertainment expenses 59,748 35,496

Printing and stationery expenses 613,109 401,828

Bank charges 101,162 111,782

Board meeting expenses 1,198,876 854,842

Miscellaneous expenses 1,218,768 747,109

36,199,589 32,563,544

16 Finance charges

Interest on bank overdraft 747,556 -

747,556 -

For the year ended For the year ended2011 2010

(Amount in Rs.)

Schedules to the financial Statementsfor the year ended 31st March, 2011

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31 Annual Report 2010-11

Schedules to the financial Statementsfor the year ended 31st March, 2011

Scheme Opening balance as Purchased during Redeemed during Closing balance as on

on 1st April, 2010 the year the year 31st March, 2011

Investment in security receipts of Units Amount Units Amount Units Amount Units Amount

“IARC-BOB-01/07 Trust” 1,675 92,275,226 - - - 32,963,332 1,675 59,311,894

“IARC-CBOP-CORP-RD-02/07-08 Trust” 3,105 2,748,610 - - - - 3,105 2,748,610

“IARC-CBOP-RET-03/07 -08 Trust” 3,191 192,514 - - - 192,514 3,191 -*

“IARC-IFCI-EIL-04-07/08 Trust” 2,125 2,125,000 - - - 885,434 2,125 1,239,566

“IARC-SBOP-CORP-06/07-08 Trust” 10 1,000,000 - - - - 10 1,000,000

“IARC-LIC-CORP-07/07-08 Trust” 825 825,000 - - - - 825 825,000

“IARC-UCO-CORP-08/07-08 Trust” 225 225,000 - - - - 225 225,000

“IARC-PNB-CORP-09/08-09 Trust” 1,505 1,138,941 - - - 1,138,931 1,505 10

“IARC-BOB-CORP-10/08-09 Trust” 30,907 30,907,000 2,175 2,175,000 - - 33,082 33,082,000

“IARC-SBOP-CORP-11/08-09 Trust” 71,800 71,600,000 - - 4,600,000 71,800 67,000,000

“IARC-BOB-CORP-12/08-09 Trust” 147,100 147,100,000 - - - 86,390,080 147,100 60,709,920

“IARC-SBBJ-CORP-13/08-09 Trust” 42,600 42,600,000 - - - 42,599,500 42,600 500

“IARC-ALLB-CORP-14/08-09 Trust” 73,000 72,347,000 - - - 14,616,050 73,000 57,730,950

“IARC-UNTD-CORP-15/08-09 Trust” 22,700 22,700,000 - - - 22,700,000 22,700 -*

“IARC-UBI-CORP-16/09-10 Trust” 150,800 150,800,000 - - - - 150,800 150,800,000

“IARC-ICICI-CORP-17/09-10 Trust” 73,000 30,492,939 - - - - 73,000 30,492,939

“IARC-18/09-10 Trust” 2,100 2,100,000 - - - 209,641 2,100 1,890,359

“IARC-19/09-10 Trust” 26,476 14,092,320 - - - 13,006,484 26,476 1,085,836

“IARC-20/09-10 Trust” 145,190 145,190,000 - - - 4,904,974 145,190 140,285,026

“IARC-21/09-10 Trust” 31,200 31,200,000 - - - - 31,200 31,200,000

“IARC-22/09-10 Trust” 7,650 7,650,000 5,340 5,340,000 - 1,922,172 12,990 11,067,828

“IARC-23/10-11 Trust” - - 26,000 26,000,000 - 16,039,694 26,000 9,960,306

“IARF 1 Trust - Scheme 1” - - 217,520 217,520,000 - - 217,520 217,520,000

“IARC-25/10-11 Trust” - - 27,500 27,500,000 - - 27,500 27,500,000

* Less than Re.1

(Amount in Rs.)

Statement Showing purchase and redemption of investments (in units and amount)

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32 Annual Report 2010-11

17. Notes to the accounts

17.1 Related party

The related parties of the Company are set out below:

1. HDFC Bank Limited

2. Tata Capital Limited

3. Birendra Kumar - Managing Director and Chief Executive Officer of the Company (Key Management Person)

4. IARC-BOB-01/07 Trust

5. IARC-CBOP-CORP-RD-02/07-08 Trust

6. IARC-CBOP-RET-03/07-08 Trust

7. IARC-IFCI-EIL-04/07-08 Trust

8. IARC-UCO-CORP-05/07-08 Trust

9. IARC-SBOP-CORP-06/07-08 Trust

10. IARC-LIC-CORP-07/07-08 Trust

11. IARC-UCO-CORP-08/07-08 Trust

12. IARC-PNB-CORP-09/08-09 Trust

13. IARC-BOB-CORP-10/08-09 Trust

14. IARC-SBOP-CORP-11/08-09 Trust

15. IARC-BOB-CORP-12/08-09 Trust

16. IARC-SBBJ-CORP-13/08-09 Trust

17. IARC-ALLB-CORP-14/08-09 Trust

18. IARC-UNTD-CORP-15/08-09 Trust

19. IARC-UBI-CORP-16/09-10 Trust

20. IARC-ICICI-CORP-17/09-10 Trust

21. IARC-18/09-10 Trust

22. IARC-19/09-10 Trust

23. IARC-20/09-10 Trust

24. IARC-21/09-10 Trust

25. IARC-22/09-10 Trust

26. IARC-23/10-11 Trust

27. International Asset Reconstruction Fund 1 Trust and International Asset Reconstruction Fund 1 Trust - Scheme 1

(IARF 1 Trust and Scheme)

28. IARF 25/10-11 Trust

Entities no. 4 to 28 listed above are various trusts set up by the Company for the purpose of carrying out asset

securitization and reconstruction business. By virtue of provisions of SARFAESI Act and RBI guidelines, the Company acts

as Trustee and Asset Management Company (AMC) of the aforesaid trusts and decides the acquisition and resolution

strategy and takes necessary steps for recovery in line with the strategy decided. As prescribed by RBI, the Asset

Acquisition and Resolution has to be approved by a “Committee of directors” of the Company to ensure that there is no

NotesForming part of the Accounts

(Amount in Rs.)

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33 Annual Report 2010-11

potential conflict with the interest of the Company and they are being carried out on arm’s length basis at fair market

value. Further the powers and duties of the Company, acting as Trustee and AMC of the aforesaid trusts are governed by

relevant trust deeds / offer document and commitment agreement. In case of IARF 1 Trust and Scheme, in accordance

with the commitment agreement, there is independent “Governance Board” advising the Company on certain matters

relating to IARF 1 Trust and Scheme.

Transactions with related parties:

Particulars 2011 2010

1. Payments to Key Management Personnel*

Salary and bonus 3,811,291 4,004,839

Other allowances 1,642,339 1,572,138

2. Conversions of preference share into equity capital

HDFC Bank Limited 44,117,310 -

Tata Capital Limited 40,343,160 -

3. Payment of dividend towards preference share capital

HDFC Bank Limited 4,411,731 8,58,172

Tata Capital Limited 4,034,316 19,61,894

* The Company has granted 237,132 stock options under the Employee Stock Option Scheme 2008.

Note: Transactions carried out with providers of finance in the normal course of business have not been disclosed in the

above table in accordance with Accounting Standard 18 – Related Party.

Transaction and balances with the trusts to be disclosed below

Note: Transactions and balances with the trusts constituting more than 10% of the each of the category are disclosed

separately, transactions and balances with other trusts are grouped under “others.

Particulars 2011 2010

1. Investment in security receipts

International Asset Reconstruction Fund 1 Trust Scheme 1 217,520,000 -

Others 61,015,000 578,923,000

2. Initial contribution paid

IARC-UNTD-CORP-15/08-09 Trust - 1,000

IARC-UBI-CORP-16/09-10 Trust - 1,000

IARC-ICICI-CORP-17/09-10 Trust - 1,000

IARC-18/09-10 Trust - 1,000

IARC-19/09-10 Trust - 1,000

IARC-20/09-10 Trust - 1,000

IARC-21/09-10 Trust - 1,000

IARC-22/09-10 Trust - 1,000

IARC-23/10-11 Trust 1,000 -

International Asset Reconstruction Fund 1 Trust 1,000 -

International Asset Reconstruction Fund 1Trust Scheme 1 1,000 -

IARC-25/10-11 Trust 1,000 -

NotesForming part of the Accounts

(Amount in Rs.)

(Amount in Rs.)

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34 Annual Report 2010-11

Particulars 2011 2010

3. Redemption/ Partial reduction in face values of

Security Receipts

IARC-BOB-01/07 Trust 32,963,332 49,299,775

IARC-BOB-CORP-12/08-09 Trust 86,390,080 -

IARC-SBBJ-CORP-13/08-09 Trust 42,599,500 -

Others 80,215,893 59,799,676

4. Upside income

IARC-BOB-01/07 Trust 55,634,289 45,638,946

IARC-BOB-CORP-12/08-09 Trust 35,832,303 -

Others 24,274,798 44,341,366

5. Trusteeship fees received

IARC-BOB-01/07 Trust 2,998,477 5,323,268

IARC-UBI-CORP-16/09-10 Trust 3,015,999 -

IARC-20/0 9-10Trust 2,897,480 -

IARC-23/10-11 Trust 7,086,319 -

Others 12,334,599 16,072,788

6. Management fees received

IARC-CBOP-RET-03/07-08 Trust 362,658 432,708

7. Management incentive fees received

IARC-PNB-CORP-09/08-09 Trust 181,161 -

Others - 75,960

8. Recovery made on behalf of trust

IARC-BOB-01/07 Trust 65,880,000 8,323,000

IARC-PNB-CORP-09/08-09 Trust 32,974,341 9,373,749

IARC-SBOP-CORP-11/08-09 Trust 38,000,000 12,600,000

IARC-UNTD-CORP-15/08-09 Trust 30,060,000 -

IARC-SBBJ-CORP-13/08-09 Trust 51,952,918 -

Others 47,493,010 43,275,000

9. Expenses incurred on behalf of Trust

IARC-BOB-01/07 Trust 7,109,339 3,387,277

International Asset Reconstruction Fund I Trust Scheme I 19,638,342 -

Others 16,345,907 12,891,730

10. Investments

IARC-UBI-CORP-16/09-10 Trust 150,800,000 92,280,225

IARC-20/0 9-10Trust 140,285,026 145,191,000

International Asset Reconstruction Fund I Trust Scheme I 217,520,000 150,801,000

Others 397,070,718 481,063,324

NotesForming part of the Accounts

(Amount in Rs.)

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35 Annual Report 2010-11

Particulars 2011 2010

11. Payables to IARC Trust

IARC-PNB-CORP-09/08-09 Trust 846,405 -

International Asset Reconstruction Fund I Trust Scheme I 4,776,540 -

Others 500,000 500,000

12. Receivables

IARC-BOB-CORP-12/08-09 Trust 16,115,412 3,139,544

IARC-UBI-CORP-16/09-10 Trust 9,171,637 2,408,567

International Asset Reconstruction Fund I Trust Scheme I 27,099,564 -

Others 17,359,549 11,813,677

17.2 Employee benefits

Disclosures as required by AS 15 are given below:

A) Amount recognised in the balance sheet

2011 2010 2009

Present value of obligation as at the end of the year (1,826,894) (1,009,406) (274,569)

Fair value of plan assets as at the end of the year 2,206,025 1,451,920 437,600

Net assets 379,131 442,514 163,031

B) Expense recognized in the statement of

profit and loss account

2011 2010 2009

Current service cost 391,112 380,219 232,273

Interest on defined benefit obligation 80,752 19,220 -

Expected return on plan assets (141,100) (83,000) -

Net actuarial losses / (gains) recognized in the year 355,898 372,030 (48,922)

Total included in “Employee cost” 686,662 688,469 183,351

Actual return on plan assets 130,826 46,368 -

C) Reconciliation of benefit obligations and

plan assets for the year

2011 2010 2009

Change in defined benefit obligation

Opening defined benefit obligation 1,009,406 274,569 91,218

Current service cost 391,112 380,219 232,273

Interest cost 80,752 19,220 -

Actuarial losses / (gain) 345,624 335,398 (48,922)

Benefits paid - - -

Closing defined benefit obligation 1,826,894 1,009,406 274,569

Change in the fair value of assets

Opening fair value of plan assets 1,451,920 438,355 -

Actual return on plan assets 130,826 46,368 755

Contributions by employer 623,279 967,197 437,600

Benefits paid - - -

Closing fair value of plan assets 2,206,025 1,451,920 438,355

NotesForming part of the Accounts

(Amount in Rs.)

(Amount in Rs.)

(Amount in Rs.)

(Amount in Rs.)

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36 Annual Report 2010-11

D) Asset information

Category of assets 2011 2010 2009

Insurer managed funds 100% 100% 100%

The break-up of the approximate market value of the assets

as at 31st March, 2011 as advised by the insurer is as follows:

Category of assets

Insurer managed funds 2,206,025 1,451,920 437,600

E) Summary of actuarial assumptions

Assumptions: 2011 2010 2009

Valuation method Projected Projected Projected

unit credit unit credit unit credit

method method method

Discount rate 8% 8% 7%

Salary growth rate 10% 10% 3%

Normal retirement age 60 years 60 years 60 years

Withdrawal rate 1 % to 3 % 1 % to 3 % 1 % to 3%

Mortality rate LIC (94-96) LIC (94-96) LIC (94-96)

Ultimate Ultimate Ultimate

Amortization of actuarial loss (gain) Immediate Immediate Immediate

a) Discount rate:

The discount rate is based on the prevailing market yields of Indian Government securities as at the balance

sheet date for the estimated term of the obligations.

b) Expected rate of return on plan assets:

This is based on the Company’s expectation of the average long-term rate of return expected on investments

of the fund during the estimated term of the obligations.

c) Salary escalation rate:

The estimates of future salary increases considered takes into account the inflation, seniority, promotion and

other relevant factors.

17.3 Employee Stock Option Scheme

In terms of the Employee Stock Option Scheme 2008 (ESOS), the maximum number of options granted to any eligible

employee shall not exceed 1% of the issued equity shares of the company at the time of grant of the options and

aggregate of all such options granted to the eligible employees shall not exceed 5% of the aggregate number of the

issued equity shares of the Company on the date (s) of the grant of options. Under the stock option scheme, options

vest in a graded manner over a four year period, with 10%, 20%, 30%, 40% of grants vesting each year, commencing

from the end of 12 months from the date of grant. The options can be exercised within 3 years from the date of grant

or date of listing, whichever is later.

In terms of the ESOS, 1,324,030 options granted to eligible employees were outstanding at 31st March, 2011. Options

were granted during the year ended 31st March, 2010 with effective dates as mentioned below:

Effective date of grant Number of options Intrinsic value of Exercise price

options on the

date of grant

19th November, 2008 893,441 10.65 12.00

1st January, 2009 215,294 10.65 12.00

1st October, 2009 215,295 10.00 12.00

NotesForming part of the Accounts

(Amount in Rs.)

(Amount in Rs.)

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37 Annual Report 2010-11

As per the ESOS, the exercise price of options is higher than the fair market value as on the date of grant of options.

Hence, there is no compensation cost in the year ended 31st March, 2011, based on intrinsic value of options.

However, if Company had used the fair value of options based on the Black-Scholes model, compensation cost for the year

ended 31st March, 2011 would have been higher by Rs. 890,060 (Previous year: Rs 919,987) and profit after tax would

have been Rs. 55,418,617 (Previous year: Rs 61,572, 967) and the Company’s basic and diluted earnings per share would

have been Rs.1.17 (Previous year: basic and diluted Rs. 1.32 and Rs.1.12 respectively). Key assumptions used to estimates

the fair value of options granted during the year ended 31st March, 2010 are given below:

2011 2010

Risk-free interest rate - 6.87%

Expected life - 4.85 years

Expected volatility - 0.00%

Expected dividends yield - 0.00%

There have been no options granted during the year. The weighted average fair value of options granted during the year

ended 31stMarch, 2010 is Rs 1.99.

A summary of the status of the company’s stock option for the year ended 31st March, 2011 is given below:

2011 2010

No. of Weighted No. of Weighted

option average exercise options average exercise

price price

Outstanding, beginning of the year 1,324,030 12.00 1,108,735 12.00

Add: Granted during the year Nil Nil 215,295 12.00

Less: Lapsed during the year 104,706 12.00 Nil Nil

Less: Exercised during the year Nil Nil Nil Nil

Outstanding, end of the year 1,219,324 12.00 1,324,030 12.00

Options exercisable, at the end of the year 333,397 12.00 110,874 12.00

Weighted average remaining contractual life 5.04 years 6.04 years

17.4 Leases

The Company has taken office premises on operating leases. Gross rental expenses for the year ended 31st March, 2011

aggregated to Rs. 8,997,055 (Previous year: Rs. 6,974,105)

These leases have lock-in periods upto 27 months and the minimum lease payment commitments for the lock-in period

are as follows.

2011 2010

Minimum lease payments for non cancellable lease

- not later than one year 6,626,940 4,948,735

- later than one year and not later than five years 4,211,142 6,620,255

- later than five years - -

Total 10,838,082 11,568,990

NotesForming part of the Accounts

(Amount in Rs.)

(Amount in Rs.)

(Amount in Rs.)

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38 Annual Report 2010-11

17.5 Earnings per share (EPS)

EPS is computed in accordance with Accounting Standard 20 ‘Earnings Per Share’ prescribed by Companies (Accounting

Standard) Rules, 2006:

Particulars 2011 2010

a) Profit attributable to equity shareholders (used as numerator

for calculating Basic EPS) 47,267,021 53,406,333

b) Profit attributable to equity shareholders (used as numerator

for calculating Diluted EPS) 47,267,021 62,180,958

c) Weighted average number of equity shares (used as denominator

for calculating Basic EPS)

- Number of shares at the beginning of the year 40,000,000 40,000,000

- Number of shares issued during the year 15,000,000 -

Total number of equity shares outstanding at the end of the year 55,000,000 40,000,000

Weighted average number of equity shares outstanding during the

year (used as denominator for calculating Basic EPS) 40,041,096 40,000,000

d) Add: Effect of potential equity shares to be issued under

compulsory convertible preference shares - 15,000,000

e) Weighted average number of equity shares (used as denominator

for calculating Diluted EPS) 40,041,096 55,000,000

f) Basic earnings per share (in rupees) (a/c) 1.18 1.34

g) Diluted earnings per share (in rupees) (b/e) 1.18 1.13

* There is no dilutive impact due to options granted to employees by the Company under ESOS as the exercise price of

options is higher than the fair value of equity share on the date of grant of options.

17.6 Capital commitments and contingent liabilities

Estimated amounts of contracts remaining to be executed on capital account are Rs. 2,331,600 {Previous year: Nil}.

There is a contingent liability of Rs. 1,629,844 (previous year: Rs. Nil) on account of disallowances from income-tax

authorities for assessment year 2008-2009. The Company has filed a response challenging the disallowance made by

the income tax authorities.

The Company has availed a bank guarantee of Rs 2,100,000 from a bank for participation in auction for sale of non

performing loans. Based on the results of the said auction, there is no payment obligation for the Company. As at 31st

March, 2011, the Company is in the process of releasing the bank guarantee.

17.7 Earnings and expenditure in foreign currency

a) Earnings in foreign currency (on accrual basis): Nil

b) Expenditure in foreign currency (on accrual basis): Travelling expenses Rs. 370,750 (previous year: Nil)

c) Dividend remittances: A sum of Rs. 4,034,316 (previous year Rs. 784,758) was remitted during the year in foreign

currency in respect of preference dividend on 4,034,316 (previous year 4,034,316) shares held by two non-resident

shareholders.

17.8 Deferred taxation

The Company estimates the deferred tax (credit) / charge using the applicable rate of taxation based on the impact of

timing differences between financial statements and estimated taxable income for the current year. The components

of deferred taxes are as follows:

2011 2010

Deferred tax assets

Leave entitlements 54,711 -

Rent 253,159 97,601

Total (a) 307,870 97,601

NotesForming part of the Accounts

(Amount in Rs.)

(Amount in Rs.)

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39 Annual Report 2010-11

2011 2010

Deferred tax liabilities

Depreciation on fixed assets (411,406) (529,425)

Total (b) (411,406) (529,425)

Deferred tax liability (net) (a-b) (103,536) (431,824)

17.9 Managerial remuneration

2011 2010

Salary and bonus * 3,811,291 4,004,839

Perquisites and allowances 1,642,339 1,572,137

Total 5,453,630 5,576,976

* Information relating to managerial remuneration does not include provision for leave entitlements and premium

towards group term life, which are provided on an overall basis.

17.10 Micro, Small and Medium Enterprises

On the basis of the information and records available, there are no dues to Micro, Small and Medium enterprises,

which have registered with the competent authorities.

17.11 Quantitative details

The activities of the Company are not capable of being expressed in any generic unit and hence it is not possible to

give the quantitative details required under paragraph 3, 4C and 4D of part II of Schedule VI of the Companies Act,

1956.

17.12 Segment Reporting

The Company is engaged only in the business of asset reconstruction. Accordingly, there is no reportable segment and

hence, no disclosure is required under Accounting Standard 17 – Segment Reporting. Further, segmentation based on

geography has not been presented as the Company operates only in India.

17.13 Additional disclosures as required by RBI guidelines

(A) Names and addresses of the bank / financial institution from whom the financial assets were

acquired and the value at which the assets were acquired from each bank / financial institution:

Seller wise acquisition details as at 31st, March

2011 2010

Name of selling bank Address of selling bank / Acquisition price Acquisition price

/ financial institution financial institution (Rs. in Lacs) (Rs. in Lacs)

Sponsors

HDFC Bank Limited HDFC Bank House, Senapati Bapat Marg,

Lower Parel Mumbai 400 013 2,829 1,754

Sub Total (A) 2,829 1,754

Non sponsors

Bank of Baroda 9th Floor, Baroda Corporate Centre

Bandra Kurla Complex, Bandra (East),

Mumbai 400 051 8,433 8,411

IFCI Limited Earnest House (7th floor) Backbay

Reclamation, Nariman Point,

Mumbai - 400 021 534 534

UCO Bank 10, B T M Sarani, Cuffe Brabourne Road,

Kolkata - 700 001 1,092 1,092

Life Insurance Jeevan Seva Annexe, 4th Floor (Adjacent

Corporation of India to LIC Council), Above Branch 893,

S.V. Road, Santacruz (W) Mumbai 400 054 165 165

NotesForming part of the Accounts

(Amount in Rs.)

(Amount in Rs.)

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40 Annual Report 2010-11

2011 2010

Name of selling bank Address of selling bank / Acquisition price Acquisition price

/ financial institution financial institution (Rs. in Lacs) (Rs. in Lacs)

State Bank of Patiala The Mall, Patiala 147 001 988 988

Punjab National Bank 7, Bhikaiji Cama Place

New Delhi 110 001 1,113 1,113

State Bank of Bikaner Tilak Marg, C - Scheme, Jaipur 426 426

& Jaipur

Allahabad Bank 2, N. S. Road, Kolkata 700 001 730 730

Central Bank of India Chander Mukhi, Nariman Point

Mumbai 400 021 866 510

Corporation Bank Mangaladevi Temple Road

Pandeshwar, Manglore 575 001 300 300

Federal Bank Limited P O Box No 103, Federal Towers

Alwaye, Kerala, 683101 215 215

Kotak Mahindra Bank Limited 5A, 5th Floor, Bakhtawar229,

Nariman Point 531 531

Union Bank of India 239 Vidhan Bhavan Marg

Central Office, Nariman Point,

Mumbai 400 021 325 325

United Bank 11, Hemanta Basu Sarani

Kolkata 700001. 227 227

ICICI Bank Limited Landmark, Race Course Circle

Vadodara 390 007 11,225 6,025

IDBI Bank Limited IDBI Tower, WTC Complex

Cuffe Parade, Mumbai 400 005 69 69

Laxmi Vilas Bank Salem Main Road, Karur - 639006 1779 -

Axis Bank Limited Bombay Dyeing Mills compound,

Pandurang Bodhkar Marg,

Worli, Mumbai-400025 6679 -

Sub Total (B) 35,697 21,661

Total (A + B) 38,526 23,415

(B) Dispersion of financial assets acquired industry wise:

Industry wise acquisition of financial assets as at 31st, March

Industry* 2011 2010

No. of Acquisition % of Total No. of Acquisition % of Total

borrowers price assets borrowers price assets

(Rs. in lacs) (Rs. in lacs)

Agriculture and Allied Industries 27 4,441 11.53% 22 3,193 13.64%

Cement 3 39 0.10% 3 39 0.17%

Construction & Engineering 25 3,539 9.19% 23 1,989 8.49%

Computers and Software 5 182 0.47% 5 182 0.78%

Financial Services 5 190 0.49% 5 190 0.81%

Hospital 2 127 0.33% 2 127 0.54%

Hospitality 1 1504 3.90% - - -

Infrastructure 4 671 1.74% 3 171 0.73%

Iron and Steel 18 1842 4.78% 17 792 3.38%

NotesForming part of the Accounts

Page 43: IARC Cover 1institutions including Bank of Baroda, IFCI Ltd., Allahabad Bank, LIC, United Bank of India, State Bank of Bikaner & Jaipur, Punjab National Bank, UCO Bank, HDFC Bank Ltd,

41 Annual Report 2010-11

Industry* 2011 2010

No. of Acquisition % of Total No. of Acquisition % of Total

borrowers price assets borrowers price assets

(Rs. in lacs) (Rs. in lacs)

Jewellery 7 1048 2.72% 6 458 1.96%

Pharmaceuticals & Chemical 39 3,225 8.37% 37 2,964 12.66%

Plastic and Rubber 8 222 0.58% 8 222 0.95%

Power Generation 1 1,508 3.91% 1 1,508 6.44%

Retail ** NA 11,133 28.90% NA 5,933 25.33%

Stationary 7 522 1.35% 7 522 2.23%

Textiles 35 3,315 8.60% 32 1,944 8.30%

Trading 23 2,203 5.72% 20 1,528 6.53%

Others 36 2,815 7.31% 28 1,653 7.06%

Total 246 38,526 100.00% 219 23,415 100.00%

* The industry wise details of financial assets are as provided by management.

**Include three retail portfolio

(C) The related party disclosure has been provided above as per the accounting standard prescribed in the Companies

(Accounting Standards) Rules, 2006, to the extent applicable.

(D) There has been no migration of financial assets from standard to non-performing during the current year.

(E) Other additional disclosures:

Particulars 2011 2010

Value of financial assets acquired during the financial year 1,511,075,000 1,165,220,000

Value of financial asset realized during the financial year 980,874,588 563,454,912

Value of financial assets outstanding for realization at the end of

the financial year 2,098,761,459 1,560,627,603

Value of Security Receipts redeemed partially and the Security

Receipts redeemed fully during the financial year 949,932,138 569,347,686

Value of Security Receipts pending for redemption as at the end

of the financial year 2,196,131,177 1,634,988,314

Value of Security Receipts which could not be redeemed as a

result of non-realization of financial assets as per the policy

formulated by the Company Nil Nil

Value of land and/or building acquired in ordinary course of

business of reconstruction of assets Nil Nil

17.14 Prior year comparatives

Previous year figures have been regrouped / reclassified wherever necessary to conform to the current year

presentation.

NotesForming part of the Accounts

(Amount in Rs.)

For and on behalf of the Board of Directors’International Asset Reconstruction Company Private Limited

For B. S. R. & CompanyChartered Accountants M. S. VermaFirm’s Registration No.: 128032W Chairman

Akeel MasterPartnerMembership No : 046768

Mumbai Rashmi Sharma26th April, 2011 Company Secretary & Compliance Officer

Sunanda DandekarChief Financial Officer

Birendra KumarManaging Director &Chief Executive Officer

Page 44: IARC Cover 1institutions including Bank of Baroda, IFCI Ltd., Allahabad Bank, LIC, United Bank of India, State Bank of Bikaner & Jaipur, Punjab National Bank, UCO Bank, HDFC Bank Ltd,

42 Annual Report 2010-11

Balance Sheet Abstract And Company’s General Business Profile As Per

Part IV, Schedule VI of the Companies Act, 1956

1. Registration Details

Registration No. State Code

Balance Sheet Date

Date Month Year

2. Capital Raised During the Year

(Amount Rupees in Lakhs)

Public Issue Bonus Issue

Rights Issue Private Placement

3. Position Of Mobilization And Deployment Of Funds

(Amount Rupees in Lakhs)

Total Liabilities Total Assets

Sources Of Funds

Paid-up Capital Reserves and Surplus

Secured Loans Unsecured Loans

Application Of Funds

Net Fixed Assets Loans and Investments

Net Current Assets and Advances Miscellaneous Expenditure

4. Performance Of Company

(Amount Rupees in Lakhs)

Turnover (Gross Income) Total Expenditure

* after adjustment of accounting policy changes

Profit before Tax Profit after tax

* after adjustment of accounting policy changes

Basic Earning per Share in Rupees Dividend Rate %

Diluted Earning per Share in Rupees

5. Generic Names Of Principal Products/Services Of The Company

Product Description: Item Code

Asset Securitisation /

Asset Reconstruction

For and on behalf of the Board of Directors’International Asset Reconstruction Company Private Limited

M. S. VermaChairman

Mumbai Rashmi Sharma26th April, 2011 Company Secretary & Compliance Officer

Sunanda DandekarChief Financial Officer

Birendra KumarManaging Director &Chief Executive Officer

1 . 1 8

5 5

N I L

N I L

1 1 7 3 5 7

1 1 4 8 9 1 1 4 8 9

N I L

N I L

N I L

5 5 0 0 5 4 8 4

5 0 5 N I L

9 7

2 3 3 5

9 0 5 7

N I L

1 6 2 8 7 8 9

1 . 1 8

5

5 6 0

3 1 0 3 1 1

8 3 9

Balance Sheet Abstract

Page 45: IARC Cover 1institutions including Bank of Baroda, IFCI Ltd., Allahabad Bank, LIC, United Bank of India, State Bank of Bikaner & Jaipur, Punjab National Bank, UCO Bank, HDFC Bank Ltd,

RestructuredNijjer Agro Foods Limited

Nijjer Agro Foods Limited is the leading agro-processing

company in North India and the largest tomato

processor in India. Affected by climatic conditions and

delayed customer approvals for some of its diversified

product portfolio, the Company had defaulted on its

loan commitments. Looking at the business prospects

and the underlying real estate with good development

potential, IARC acquired all the outstanding debt of the

Company in February – March 2010 and provided

Restructuring Support Finance. Since then, IARC has

worked with the management in streamlining

operations, expediting approval process for various

products and institutionalizing a strong, robust and

resilient financial management system. Nijjer Agro

Foods supplies its products to large international and

domestic FMCG companies, like Hindustan Unilever,

Nestle, Jubilant Foods, etc. The operations are expected

to be stabilized by next year.

Annual Report 2010-1143

Page 46: IARC Cover 1institutions including Bank of Baroda, IFCI Ltd., Allahabad Bank, LIC, United Bank of India, State Bank of Bikaner & Jaipur, Punjab National Bank, UCO Bank, HDFC Bank Ltd,

RestructuredSabare International Ltd.

Sabare is India's leading manufacturer of home

furnishings in the non-terry towel category offering a

wide range of products across categories including

kitchen and dining, bed, bath and rugs. Sabare’s

customers include various Fortune-500 companies,

such as Wal-Mart, Target, Kmart/ Sears, Home Depot,

IKEA, etc. Affected by the sub-prime crisis and

consequently reduced volume off-take, the company’s

operations suffered severely, resulting in decline in

revenue and operating profit and ultimately default in

its debt servicing obligations. As part of the financial

restructuring exercise undertaken by the Company,

IARC acquired and undertook a workout exercise in

respect of debt exposure of rugs & flooring division at

Panipat envisaging cash-flow linked repayments and

demerging the rugs & flooring division into a separate

entity. Sabare is on course to meet its target well ahead

of time.

Annual Report 2010-1144

Page 47: IARC Cover 1institutions including Bank of Baroda, IFCI Ltd., Allahabad Bank, LIC, United Bank of India, State Bank of Bikaner & Jaipur, Punjab National Bank, UCO Bank, HDFC Bank Ltd,
Page 48: IARC Cover 1institutions including Bank of Baroda, IFCI Ltd., Allahabad Bank, LIC, United Bank of India, State Bank of Bikaner & Jaipur, Punjab National Bank, UCO Bank, HDFC Bank Ltd,

Registered Office

709, 7th Floor, Ansal Bhawan,

16, Kasturba Gandhi Marg,

New Delhi – 110 001.

Corporate Office

A-508, 215 Atrium, Kanakia spaces,

Andheri–kurla Road, Andheri (East)

Mumbai – 400 069.

Tel : +91 22 6736 3000

Fax : +91 22 6736 3022

Gurgaon Office

B-306, Millennium Plaza,

Sushant Lok- I, Sector 27, Gurgaon

Haryana – 122001.

Tel : +91 124 4980 700

Fax : +91 124 4980 721

Email : [email protected]

Website : www.iarc.co.in

International Asset Reconstruction

Company Pvt. Ltd.

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