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Directors Report of Religare Enterprises Ltd.

Mar 31, 2016

The Directors have pleasure in presenting this 32nd Annual Report on the business and operations of the Company together with Audited Financial Statements for the financial year ended March 31, 2016.

FINANCIAL RESULTS AND BUSINESS OPERATIONS

The highlights of standalone and consolidated financial results of the Company for the Financial Years 2015-16 and 2014-15 are as under:

STANDALONE CONSOLIDATED PARTICULARS (Rs. in Crore) (Rs. in Crore) 2015-16 2014-15 2015-16 2014-15

Total Income (Before Exceptional Items) 126.38 114.51 4,502.61 4,187.40

Total Expenditure 119.13 207.43 3,967.52 3,702.19

Profit/(Loss)Before Exceptional Items and Tax 7.25 (92.92) 535.09 485.21

Profit/(Loss) After Exceptional Items and Before Tax 99.47 (92.92) 281.81 485.21

Profit / (Loss) After Tax Before Minority Interest and Share 83.83 (103.51) 60.29 320.99 in Associate

Adjustment: Share of Profit Transferred to Minority - - (108.52) (167.52)

Share of Profit in Associates(Net) - - 0.57 0.33

Profit / (Loss) After Tax and Minority Interest and Share in 83.83 (103.51) (47.66) 153.80 Associate

Exceptional Items, net of tax 92.22 - (273.06) -

Profit/(Loss)for the year before Exceptional Items (8.39) (103.51) 225.40 153.80

(i) Consolidated Results

We recorded a ''Profit After Exceptional Items and Before Tax'' of Rs.281.81 crore, for Financial Year 2015-16 as compared to ''Profit After Exceptional Items and Before Tax'' of Rs.485.21 crore for Financial Year 2014-15. ''Loss After Tax, Minority Interest and Share in Associates'' was Rs.47.66 crore for Financial Year 2015-16 as compared to ''Profit After Tax, Minority Interest and Share in Associates'' of Rs.153.80 crore for Financial Year 2014-15. However, ''Profit Before Exceptional Items'' was Rs.225.40 crore for Financial Year 2015-16 as compared to Rs.153.80 crore for Financial Year 2014-15. Reported basic earnings per share decreased to Rs.(2.90) in Financial Year 2015-16 from Rs.8.56 in Financial Year 2014-15.

(ii) Standalone Results

We recorded a ''Profit After Exceptional Items and Before Tax'' ofRs.99.47 crore, for Financial Year 2015-16 as compared to Loss of Rs.92.92 crore for Financial Year 2014-15. ''Profit After Tax'' was Rs.83.83 crore for Financial Year 2015-16 as compared to Loss of Rs.103.51 crore for Financial Year 2014-15. ''Loss before Exceptional Items'' was Rs.8.39 crore for Financial Year 2015-16 as compared to Rs.103.51 crore for Financial Year 2014-15. Reported basic earnings per share increased to Rs.4.47 in Financial Year 2015-16 from ''(6.15) in Financial Year2014-15. Total expenditure is lower in financial year2015-16 due to decrease in borrowing costs.

(iii) Operating Performance of Businesses

In the Lending business, our subsidiary Religare Finvest Limited ("RFL"), which is focused on providing debt capital to the SME segment, grew as planned with disbursements of Rs.9,164 crore for the Financial Year 2015-16. With total loans and advances of Rs.18,118 crore as at March 31, 2016, growth of 26% overthe previous financial year, RFL continues to extend

its lead among leading NBFCs. RFL closed the year with revenue of Rs.2,528 crore and Profit After Tax ofRs.295 crore, growth of 17% and 15% respectively overthe previous financial year. RFL''s subsidiary Religare Housing Development Finance Corporation Limited ("RHDFC"), which focuses on providing loans in the affordable housing segment is gaining critical scale with total loans outstanding of Rs.829 crore as at March 31, 2016 and has expanded its network to 30 branches as at March 31, 2016 from 14 branches as at March 31, 2015.

Our Health Insurance business, Religare Health Insurance Company Limited ("RHICL") crossed Rs.500 crore of Gross Written Premium during the Financial Year 2015-16, a growth of 82% overthe previous financial year and loss has reduced to Rs.71 crore during the financial year from Rs.89 crore during the previous financial year. As at March 31, 2016, RHICL covered around 15 lakh lives through its 12 products spanning retail health, group health, excess of loss, maternity, travel insurance, personal accident and critical illness policies, and various riders. During the financial year, RHICL''s products received recognition from the Federation of Indian Chamber of Commerce and Industry ("FICCI") - the business received the FICCI Health Excellence Award for the category "Medical Insurance Products".

In the Capital Markets business, Retail Broking which comprises of Religare Securities Limited ("RSL"), Religare Commodities Limited ("RCL") and its subsidiaries reported revenue of Rs.469 crore and ProfitAfter Tax of Rs.23 crore, both marginally lower than the earlier year. Financial Year 2015-16 was in hindsight a year of consolidation as the market digested the smart gains made in the earlier year. RSL''s total traded volume was Rs.9.83 lakh crore in the current financial year compared to Rs.11.64 lakh crore in the previous financial year driven by the decline in the overall market turnover. Religare Wealth Management Limited ("RWML"), 100% subsidiary of RSL, is an open-architecture, advisory-led wealth management platform and performed as planned ending the financial yearwith total assets under management ofRs.4,055 crore as at March 31, 2016.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management''s Discussion and Analysis Report for the year under review detailing economic scenario and outlook, as stipulated under Schedule V of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 ("SEBI LODR Regulations") is presented in a separate section and forms integral part of this Report.

DIVIDEND AND RESERVES

In view of the losses in the Company, the Board of Directors has decided not to recommend any dividend for the financial year ended March 31, 2016. Since there were losses during the period and no dividend was declared, no amounts were transferred to reserves.

SUBSIDIARIES

As at March 31, 2016, your Company has 53 direct and indirect subsidiaries. During the year under review, there have been no material changes in the business of the subsidiaries. In terms of Section 129(3) of the Act, Company has prepared a statement containing the salient features of the Financial Statements of our subsidiaries in the prescribed format AOC-1 which is attached to the Consolidated Financial Statements of the Company. The said statement contains a report on the performance and financial position of each of the subsidiaries and hence is not repeated here for the sake of brevity. Further, the details of major subsidiaries of the Company and their business operations during the year under review are covered in the Management''s Discussion and Analysis Report.

During the year under review, the following companies ceased to be subsidiaries or associates of the Company:

1. AEGON Religare Life Insurance Company Limited (associate)

2. Religare Health Trust Trustee Manager Pte. Limited (subsidiary)

3. Empower Expertise Private Limited (subsidiary)

4. Big Vision Consultants Private Limited (subsidiary)

5. Value Quest Capital LLP (associate)

Further, during the year under review, Religare Comtrade Limited, a wholly- owned subsidiary of the Company has incorporated a wholly owned subsidiary named Religare Commodity DMCC in Dubai.

In terms of the tripartite agreement between the Company, Religare Capital Markets Limited ("RCML", a subsidiary of the Company) and RHC Holding Private Limited ("RHCPL"), severe long term restrictions have been imposed on RCML. The financial statements of RCML and its subsidiaries have been excluded from the consolidated financial statements of the Company w.e.f. October 01, 2011, in accordance with Para 11(b) of Accounting Standard-21 - ''Consolidated Financial Statements'' ("AS-21") and the investment held by the Company in equity and preference share capital of RCML has been accounted for as long term investment in accordance with Accounting Standard-13 - ''Accounting for Investments'' in compliance with Para 23 of AS-21.

Our subsidiary Religare Finvest Limited had acquired 70% equity share capital of Empower Expertise Private Limited ("Empower") and Big Vision Consultants Private Limited ("Big Vision") in settlement of an overdue loan and interest with an intent to sell such equity shares. As control on Empower and Big Vision was intended to be temporary in nature, the financial statements of these entities were not consolidated with the Company''s financial statements in accordance with AS-21.

Therefore, the Consolidated Financial Statements presented by your Company, pursuant to AS-21 includes financial information of all its subsidiaries, excluding RCML, RCML''s subsidiaries, Empower and Big Vision, duly audited by the Statutory Auditors and the same is published in your Company''s Annual Report.

MAJOR EVENTS

Exit from the Life Insurance JV

The Company had earlier expressed its intention to exit its life insurance joint venture, AEGON Religare Life Insurance Company Limited. Following receipt of necessary regulatory approvals, the Company on December 7, 2015 transferred its 44% stake in the JV to one of the other partners in the JV, Bennett Coleman & Co. Limited, a part of the Times Group, and thereby exited the JV. The total consideration received for the transaction was Rs.971.45 crore.

Exit from the India Asset Management business

The Company operated in the Asset Management business in India through its joint venture Religare Invesco Asset Management Company Pvt. Ltd. ("RIAMC") and Religare Invesco Trustee Company Pvt. Ltd. ("RITC"), in which the Company''s subsidiaries held 51% equity and the joint venture partner, Invesco Limited, a leading independent global asset management firm, held 49%. During the year, Invesco expressed its desire to raise its ownership of the business to 100% and the Company and its subsidiaries entered into a definitive agreement to sell their 51% stake in the business to Invesco. The transaction received all necessary regulatory approvals and was completed on April 7, 2016, i.e. after the completion of the financial year under review and accordingly, the financial impact of the sale will be accounted for in the financial year ending March 31, 2017.

Strategic review of and exit from the Global Asset Management business

The Company''s step-down subsidiary Religare Health Trust Trustee Manager Pte. Ltd., Singapore ("RHTTM"), part of the Global Asset Management vertical, acted as the Trustee-Manager of the Religare Health Trust ("RHT"), a Business Trust having its units listed on SGX. The assets underlying RHT were predominantly operated by the sponsor of RHT, i.e. Fortis Healthcare Limited ("Fortis") and therefore it was decided to align the ownership of RHTTM with Fortis. Accordingly, the Company''s subsidiary RGAM Investment Advisers Pvt. Ltd. which held 90% of RHTTM, and other shareholders of RHTTM sold their entire collective holdings in RHTTM to a subsidiary of Fortis, giving Fortis 100% ownership of RHTTM for a total consideration of USD 14.9 million. The transaction was completed on February 2, 2016 and the financial impact of the sale has been accounted for in the financial statements for the year ended March 31, 2016. The transaction was at arm''s length and done on the basis of an independent valuation done by an international valuation agency of repute.

Also during the year, the Company undertook a strategic review of the entire Global Asset Management business. The Company''s assessment is that given the superior economic growth prospects of India relative to those of developed economies, it would be in the Company''s long-term interest to exit from the Global Asset Management business since it exposes the Company in substantial measure to the economic environment outside India, and to focus instead on opportunities in the financial services business in India.

In line with this assessment, the Company and its subsidiaries have entered into definitive agreements for sale of interests in Northgate Capital LLC, Northgate Capital LP and their subsidiaries ("Northgate") to The Capital Partnership Limited on April 15, 2016 and for sale of interests in Landmark Partners LLC and its subsidiaries ("Landmark") to LMP Representative Co. LLC on April 26, 2016. Both agreements have been entered into after the completion of the year under review. Both sale transactions are subject to necessary regulatory approvals and are expected to be completed during the current financial year.

Northgate and Landmark are the two largest affiliates of the Company in the Global Asset Management business and upon the completion of the sale of interests in these two affiliates, the Company will have substantially exited the Global Asset Management business.

Proposed Corporate Restructuring

The Company, as the holding company for our financial services businesses, has been listed for over eight years, and during this time, the underlying businesses have achieved a certain scale. In the Company''s assessment, the future strategic objectives of each of the businesses and interests of their respective stakeholders will be best served by listing each of the three businesses, viz. Lending and Health Insurance and Capital Markets, independently on the stock exchanges. We believe that this reorganization will help all our stakeholders as:

- Each business will be able to define its growth strategy independently and the management of each company, as management of a listed entity, will have direct accountability for accomplishment of the strategic objectives of their businesses.

- Customers will benefit from greater focus given that each business addresses the needs of a different customer segment.

- Shareholders/future investors will have a choice of directly participating in the businesses of their choice based on their assessment of the value generation potential of each business.

- Listing of each business will have a better visibility for its management team as well.

Overall, we believe that this reorganization will result in unlocking a value from greater focus and simplicity.

EQUITY SHARE CAPITAL

During the year under review, on November 20, 2015, your Company has allotted 4,690 Equity Shares pursuant to Employee Stock Option Scheme 2006 ("ESOS 2006"). Consequently, the issued, subscribed and paid up equity share capital as on March 31, 2016 is Rs.178.33 crore consisting of 178,334,498 equity shares of Rs.10/- each.

During the financial year, no funds were raised by way of public issue, rights issue, preferential issue etc. by stating any object in the offer document or explanatory statement to the notice for the general meeting. Therefore, no explanation is required to be given in this report pursuant to Regulation 32(4) of SEBI LODR Regulations.

NON-CONVERTIBLE DEBENTURES

During the period under review, your Company made a scheduled redemption of 1,366 Non-Convertible Debentures of face value of Rs.1,000,000/- each on June 30, 2015. Interest on all outstanding non-convertible debentures was duly paid on time.

PUBLIC DEPOSITS

Your Company has neither invited nor accepted any deposits from public within the meaning of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules 2014 during the period under review.

EXTRACT OF ANNUAL RETURN

An extract of the Annual Return in Form No. MGT 9 is presented in a separate section and is annexed herewith as "Annexure A" to this report.

CAPITAL ADEQUACY

Your Company is registered with the Reserve Bank of India ("RBI")1 as a Non-Deposit Taking Systemically Important Core Investment Company ("CIC-ND-SI") vide Certificate No. N-14.03222 dated June 03, 2014. The Company primarily functions as an investment holding company with more than 90% of its total assets consisting of investments in shares of subsidiary companies/ joint venture companies.

As a CIC-ND-SI, the Company is required to -

a. maintain minimum Adjusted Net Worth of 30% of its aggregate risk weighted assets on balance sheet and risk adjusted value of off-balance sheet items as on the date of the last audited balance sheet as at the end of the financial year; and

b. restrict the outside liabilities up to 2.5 times of its Adjusted Net Worth as on the date of the last audited balance sheet as at the end of the financial year.

The Company is in compliance with the abovementioned requirements as at March 31, 2016.

RELIGARE EMPLOYEES STOCK OPTION SCHEMES - 2006, 2010 & 2012

Nomination and Remuneration Committee of the Board of Directors of the Company, inter alia, administers and monitors the Employees'' Stock Option Schemes of the Company in accordance with the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 (erstwhile Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999) (''the SEBI Guidelines''). Details as required under the SEBI Guidelines, for Religare Enterprises Limited Employees Stock Option Scheme, 2006, Religare Employees Stock Option Scheme 2010 and Religare Employees Stock Option Scheme 2012 have been uploaded on the website of the Company and can be accessed through the link http://www.religare.com/Employee-Stock-Option-Schemes.aspx. There is no material change in the ESOP schemes of the Company during the year. Certificate from Auditors confirming that schemes have been implemented in accordance with the SEBI Regulations will be placed at the forthcoming Annual General Meeting of the Company for inspection by the members.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Act and Regulations 16 of the SEBI LODR Regulations.

Mr. Malvinder Mohan Singh and Mr. Shivinder Mohan Singh have been appointed as Non-Executive Chairman & Non-Executive Vice-Chairman of the Company respectively w.e.f July 29, 2016 by the Board. They will hold office of the Additional Directors up to the date of the ensuing Annual General Meeting. The Company has received requisite notices in writing from a member of the Company proposing their appointment as Non-Executive Chairman & Non-Executive Vice-Chairman of the Company.

As per section 152 of the Act, Mr. Monish Kant Dutt retires by rotation and further being eligible, offers himself for re-appointment at the ensuing Annual General Meeting. The Nomination and Remuneration Committee and Board of Directors recommend his re-appointment.

Brief resume and other details relating to the directors, who are to be appointed/ re-appointed as stipulated under Regulation 36(3) of the SEBI LODR Regulations and Secretarial Standards issued by ICSI, are furnished in the Notice of Annual General Meeting forming part of the Annual Report.

Further, as a part of the Board re-organization, Mr. Sunil Godhwani has been re-designated as Whole-Time Director & CEO of the Company under Section 203 of the Act w.e.f. July 29, 2016 by the Board for remaining period of his tenure. All other terms and conditions relating to his appointment including the remuneration shall remain same. Also, Mr. Shachindra Nath, Group CEO has resigned from the Company w.e.f. June 03, 2016.

BOARD EVALUATION

Pursuant to the provisions of the Act and SEBI LODR Regulations the Board has carried out an annual performance evaluation of its own performance, the performance of the directors individually as well as the evaluation of the working of its Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

REMUNERATION POLICY

Remuneration Policy formed by the Board on the recommendation of the Nomination and Remuneration Committee is in place for selection and appointment of Directors, Key Managerial Personnel and their remuneration as well as policy on other employees'' remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

BOARD/COMMITTEE COMPOSITION AND MEETINGS

A calendar of meetings is prepared and circulated in advance to the Directors. The details of composition of Board and Committee and their meetings held during the year are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Act and the SEBI LODR Regulations.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

In compliance with Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules 2014, the Company has established a Corporate Social Responsibility (CSR) Committee. The CSR Committee has formulated and recommended to the Board, a CSR Policy indicating the activities to be undertaken by the Company, which has been approved by the Board. The CSR policy was adopted last year by the Company, Religare Enterprises Limited (REL). The intent was to adopt a unified cause across the Religare Group and hence it was cascaded across all Group entities accordingly.

The focus of the CSR agenda was to create a consistent, holistic, sustainable development program for the marginalized, underprivileged urban poor. The Group engaged HEAL Foundation as the implementation partner and launched Project "Swavalamban", essentially focused around the three developmental pillars of health, education and livelihood. The project was launched in May 2015 and to start with was operational in two pockets of Delhi NCR viz. Kapashera and Sangam Vihar.

For the year ended March 31, 2016, the Company was not required to spend amount under CSR for FY 2015-16 as prescribed under Section 135 of the Companies Act, 2013. However, as mentioned in last year''s Board report, the Company had disbursed approximately Rs.4.98 lakhs against a commitment of Rs.15 lakhs for FY 2014-15. While the intent and focus of the Group has been clear, we were unable to spend and utilize in line with the committed amount.

During the course of the year the management team which was responsible for reviewing the progress of the project was not satisfied with the performance of the partner. The team accordingly submitted its observations to the CSR Committee. Thereafter, upon further discussions and as directed by the Committee, a formal disengagement notice was served to HEAL foundation as per the terms of the MOU with them. The Group is currently evaluating other suitable options so that the CSR funds are utilized as per the CSR Policy in a meaningful and prudent manner.

Annual Report on CSR in the format prescribed in Companies (Corporate Social Responsibility Policy) Rules, 2014 is attached as "Annexure B".

AWARDS & RATINGS

Your Company''s subsidiaries have received recognition by way of several awards across the businesses during the period under review including the following:

AWARDS

- Religare Finvest Ltd.: ''ERM Leadership Awards 2016'' under the category ''The Most Innovative Risk Management Strategy''.

- Religare Finvest Ltd.: ''CIBIL Data Quality Award 2016'' under the category ''Fast and Upcoming'' - outstanding data quality score improvement during the year 2015.

- Religare Securities Ltd. : ''NSDL Star Performer Awards - 2015'' - Top Performer in New Account Opened (Non- Bank Category) - 1st Position and Best Performer in Account Growth Rate.

- Religare Securities Ltd. : ''NSDL Star Performer Awards - 2015'' - Leader in Go Green Initiative.

- Religare Enterprises Ltd. : ''Hot 50 Brand - 2015'' Award - in the ''Delhi Brand Summit - 2015'' by Paul Writer.

- Religare Health Insurance Co. Ltd. : ''FICCI Healthcare Excellence Award - 2015'' under the category Medical Insurance Products''.

- Religare Health Insurance Co. Ltd. : ''Innovative Social Media Campaign'' under General Insurance category - The India Insurance Awards 2015.

- Religare Health Insurance Co. Ltd. : ''Social Media Initiative of the Year'' award for its social media campaign "#Itsmyturn"

- ''The India Insurance Awards 2016''

- Religare Commodities Ltd. : ''Skoch BSE Award For Aspiring India 2015'' under the category Thought Leadership For Commodity Broking''.

- Religare Securities Ltd. : ''Skoch BSE Award For Aspiring India 2015'' under the category Leveraging Digital and Technology for Business Growth''.

RATINGS

India Ratings & Research Private Limited (''Ind-Ra'', a Fitch Group Company) has re-affirmed a Long Term Issuer Rating of "IND AA-" with Stable Outlook to the Company for the year under review.

The Company has also obtained the following ratings for specific issuances:

- For the Company''s Rs.722 cr. secured redeemable non-convertible debentures: "IND AA-" from Ind-Ra.

- For the Company''s Short Term Debt Facility/Commercial Paper of Rs.700 cr.: "IND A1 " from Ind-Ra and "[ICRA] A1 " from ICRA Limited.

LISTING ON STOCK EXCHANGES

The Equity Shares of the Company are listed on National Stock Exchange of India Limited and BSE Limited. The annual listing fees for the year 2016-17 have been paid to both Stock Exchanges.

STATUTORY DISCLOSURES

None of the Directors of your Company is disqualified as per provision of section 164(2) of the Act. The Directors of the Company have made necessary disclosures, as required under various provisions of the Act and the SEBI LODR Regulations.

CONSOLIDATED FINANCIAL STATEMENTS

As required under the Regulation 34 of SEBI LODR Regulations, consolidated financial statements of the Company and its subsidiaries are attached to the Annual Report. The consolidated financial statements have been prepared in accordance with Accounting Standard 21, Accounting Standard 23 and Accounting Standard 27 issued by The Institute of Chartered Accountants of India. The audited consolidated financial statements together with Auditor''s Report form part of the Annual Report.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

Even though operations of the Company are not energy intensive, the management has been highly conscious of the importance of conservation of energy and technology absorption at all operational levels and efforts are made in this direction on a continuous basis. In view of the nature of activities which are being carried on by the Company, the particulars as prescribed under Section 134(3)(m) of the Act read with rule 8 of the Companies (Accounts) Rules, 2014 regarding Conservation of Energy and Technology Absorption are not applicable to the Company and hence have not been provided.

FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company has incurred expenditure of Rs.1.18 crore (previous year: Rs.8.14 crore) in foreign exchange and earned nil (previous year: nil) in foreign exchange during the year under review on a standalone basis.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

The Company has transferred a sum of Rs.115,558/- during Financial year 2015-16 to the Investor Education and Protection Fund established by the Central Government in compliance with Section 205A of the Companies Act, 1956. The said amount represents the unclaimed Unpaid Dividend amount for dividend declared in 2008 which was lying in Unpaid Dividend Account with banks for a period of seven years from it''s due date for payment.

DIRECTORS'' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained, your Directors make the following statements in terms of Section 134(5) of the Act that:

(a) in the preparation of the annual financial statements for the year ended March 31, 2016, the applicable accounting standards have been followed along with proper explanation relating to material departures ;

(b) such accounting policies as mentioned in Note 2 of the annual financial statements have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31, 2016 and of the profit and 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 Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities ;

(d) annual financial statements have been prepared on a going concern basis ;

(e) proper internal financial controls were in place and that such internal financial controls were adequate and were operating effectively; and

(f) systems to ensure compliance with the provisions of all applicable laws were in place and such systems were adequate and operating effectively.

CORPORATE GOVERNANCE

The Company is committed to uphold the highest standards of Corporate Governance and adhere to the requirements set out by the Securities and Exchange Board of India.

A detailed report on Corporate Governance along with the Certificate of M/s Sanjay Grover & Associates, Company Secretaries confirming compliance with conditions of Corporate Governance as stipulated in Part C of Schedule V of the SEBI LODR Regulations forms integral part of this Report.

AUDITORS

M/s Price Waterhouse, Chartered Accountants, who are the statutory auditors of the Company, hold office till the conclusion of the AGM to be held in the year 2017 as per Shareholders resolution dated September 11, 2014 subject to ratification of their appointment at every AGM as per provisions of Section 139(1) of the Act. The Company has received letter from them to the effect that their ratification, if made, would be within the prescribed limits under Section 141(3)(g) of the Act and that they are not disqualified from being auditors of the Company. Accordingly, it is proposed to ratify the appointment of M/s Price Waterhouse as statutory auditors of the Company from the conclusion of the forthcoming AGM till the conclusion of the next AGM.

AUDITORS'' REPORT

Auditors'' report is without any qualification. Further, the observations of the Auditors in their report read together with the Notes on Accounts are self-explanatory and therefore, in the opinion of the Directors, do not call for any further explanation.

DETAILS OF FRAUD REPORTABLE BY STATUTORY AUDITOR TO BOARD

Basis the confirmations reported to the Board in this regard, there were no instances of fraud, misfeasance or irregularity detected and reported in the Company during the financial year 2015-16 by the Statutory Auditor of the Company pursuant to Section 143(12) of the Companies Act, 2013.

SECRETARIAL AUDITOR REPORT

As per provisions of Section 204 of the Act, the Board of Directors of the Company has appointed M/s P I Associates as the Secretarial Auditor of the Company to conduct the Secretarial Audit. The Secretarial Audit Report for the financial year ended March 31, 2016, is annexed to this Report. Report of the Secretarial Auditor is without any observation and hence, no explanation is required thereon.

PARTICULARS OF INVESTMENTS, LOANS AND GUARANTEES

The Company, being an NBFC, is exempted from the provisions of Section 186 [except sub-section(1)] of the Act. Accordingly, details of particulars of loans, guarantees or investments as required to be provided as per Section 134(3)(g) of the Act are not provided.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on an arm''s length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with related parties which may have a potential conflict with the interest of the Company.

All Related Party Transactions are placed before the Audit Committee for approval as per the Related Party Transactions Policy of the Company as approved by the Board. The policy is also uploaded on the website of the company & can be accessed through the link http://www.religare.com/Policies.aspx.

Since all related party transactions that were entered into during the financial year were on an arm''s length basis and were in the ordinary course of business and there was no material related party transaction entered by the Company during the year as per Related Party Transactions Policy, no details are required to be provided in Form AOC-2 prescribed under clause (h) of sub- section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.

The details of the transactions with related parties are provided in the notes to accompanying standalone financial statements.

RISK MANAGEMENT

The Company has a Board constituted Risk Management Committee. The details of the Committee are set out in the Corporate Governance Report forming part of the Board''s Report.

The Company being an investment holding company, has a designed a comprehensive Risk Management framework to identify and evaluate risks across its subsidiaries and joint ventures. This framework provides for identification of basic parameters on relevant general details and broad processes including key risk categories, risk life cycle, risk owners, delegation, day to day monitoring, risk facilitators, risk classification, risk registers, periodic policy review and alterations. The subsidiary/joint venture company''s Risk Management Committee authorized by the respective Board, or in its absence the respective Audit Committee, reviews the risk management policy and appropriateness of systems and controls in this regard and submits its report to the Risk Management Committee of your Company.

The risk framework defines the risk management approach across the enterprise at various levels including documentation and reporting. The framework has different risk models which help in identification of risks and their classification in High, Medium and Low categories on the basis of likelihood, impact and velocity and maintaining Risk Control Matrix (RCM).

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has a vigil mechanism named Whistle Blower Policy to deal with instance of unethical practices, fraud and mismanagement or gross misconduct by the employees of the Company, if any, that can lead to financial loss or reputational risk to the organization. The details of the Whistle Blower Policy are explained in the Corporate Governance Report and also posted on the website of the Company & can be accessed through the link http://www.religare.com/Policies.aspx.

INTERNAL FINANCIAL CONTROLS AND INTERNAL CONTROL SYSTEM

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is defined in the Internal Audit Manual. The Company has appointed M/s KPMG as the Internal Auditor of the Company. To maintain its objectivity and independence, the Internal Auditor reports to the Audit Committee.

The Internal Audit Department monitors and evaluates the efficacy and adequacy of the internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company and its subsidiaries. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee.

HUMAN RESOURCES

Employees are our vital and most valuable assets. We have created a favourable work environment that encourages innovation and meritocracy. It is important for us that organisation culture and organisation strategy are well aligned. Over a period we have developed a strong culture of transparency through constant employee communication and have developed strong performance management practices wherein best in class reward and recognition systems are deployed. We have also set up a scalable recruitment and human resources management process which enables us to attract and retain high caliber employees. Our employee partnership ethos reflects the Company''s longstanding business principles and drives the Company''s overall performance with the prime focus to identify, assess, groom and build leadership potential for future.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT THE WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Work Place (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been set-up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. No case has been reported during the year under review.

PARTICULARS OF EMPLOYEES

The details required under Section 197(12) of the Act read with Rule 5(1) & 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are annexed as "Annexure C" to this report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant or material orders passed by the Regulators/Courts which would impact the going concern status of the Company and it''s operations in future.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION

After March 31, 2016, your Company has:

- Issued and allotted 4,250 Zero coupon Unsecured Unrated Unlisted Non-Convertible Redeemable Debentures of face value of Rs.1,000,000/- each with 12% yield and maturity of 3 years on April 06, 2016 to two of its wholly-owned subsidiaries.

- Made a scheduled redemption of 1,366 Non-Convertible Debentures of face value of Rs.1,000,000/- each on June 30, 2016.

Apart from above, there are no material changes and commitments adversely affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statement relate (i.e. March 31, 2016) and as of date of the report i.e. July 29, 2016.

ACKNOWLEDGEMENTS

Your Directors would like to express their sincere appreciation for the co-operation and assistance received from the Company''s Bankers, Regulatory Bodies, Stakeholders including Financial Institutions and other business associates who have extended their valuable sustained support and encouragement during the year under review.

Your Directors also wish to place on record their deep sense of gratitude and appreciation for the commitment displayed by all executives, officers and staff at all levels of the Company, resulting in the successful performance of the Company during the year under review. Your Directors would also like to thank all shareholders for their continued faith in the Company and look forward to your continued support in the future.

Place: Noida By order of the Board of Directors

Date: July 29, 2016 For Religare Enterprises Limited

Sd/- Sd/-

Sunil Godhwani Padam Bahl

Whole-Time Director & CEO Director

DIN:00174831 DIN: 01314395


Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting this 31st Annual Report on the business and operations of the Company together with Audited Financial Statements for the financial year ended March 31, 2015.

FINANCIAL RESULTS

The highlights of standalone and consolidated financial results of the Company for the Financial Years 2014-15 and 2013-14 are as under:

STANDALONE

PARTICULARS (Rs. in Million)

2014-15 2013-14

Total Income 1,145.15 2,771.22

Total Expenditure 2,074.10 3,186.18

Profit / (Loss) Before Exceptional Items and Tax (929.24) (414.96)

Profit / (Loss) After Exceptional Items and Before Tax (929.24) (1,220.96)

Profit / (Loss) After Tax Before Minority lnterest and Share in (1,035.07) (1,294.98)

Associate

Adjustment: Share of Profit Transferred to Minority - -

Share of Profit in Associates (Net) - -

Profit / (Loss) After Minority Interest and Share in Associate (1,035.07) (1,294.98)

CONSOLIDATED

PARTICULARS (Rs. in Million)

2014-15 2013-14

Total Income 41,873.96 34,717.00

Total Expenditure 37,021.90 32,085.96

Profit / (Loss) Before Exceptional Items and Tax 4,852.06 2,631.04

Profit / (Loss) After Exceptional Items and Before Tax 4,852.06 1,825.04

Profit / (Loss) After Tax Before Minority lnterest and Share in 3,209.86 26639

Associate

Adjustment: Share of Profit Transferred to Minority (1,675.20) (962.93)

Share of Profit in Associates (Net) 3.28 3.60

Profit / (Loss) After Minority Interest and Share in Associate 1,537.94 (692.94)

(i) Consolidated Results

We recorded a 'Profit After Exceptional Items and Before Tax' of Rs.4,852.06 million, for Financial Year 2014-2015 as compared to 'Profit After Exceptional Items and Before Tax' of Rs.1,825.04 million for Financial Year 2013-2014. 'Profit After Tax, Minority Interest and Share in Associates' was Rs.1,537.94 million for Financial Year 2014-2015 as compared to 'Loss After Tax, Minority Interest and Share in Associates' of Rs.692.94 million for Financial Year 2013-2014. Consequently basic earnings per share increased to Rs.8.56 in Financial Year 2014-2015 from Rs.(5.20) in Financial Year 2013-2014.

(ii) Standalone Results

We recorded a 'Loss After Exceptional Items and Before Tax' of Rs.929.24 million, for Financial Year 2014-2015 as compared to Rs.1,220.96 million for Financial Year 2013-2014. 'Loss After Tax' was Rs.1,035.07 million for Financial Year 2014-2015 as compared to Rs.1,294.98 million for Financial Year 2013-2014. Consequently basic earnings per share increased to Rs.(6.15) in Financial Year 2014- 2015 from Rs.(9.22) in Financial Year 2013-2014. Total expenditure is lower in financial year 2014-15 due to decrease in borrowing costs.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management's Discussion and Analysis Report for the year under review detailing economic scenario and outlook, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, is presented in a separate section and forms integral part of this Report.

DIVIDEND

In view of the losses and the future expansion plans of the Company, the Board of Directors decided not to recommend any Dividend for the financial year ended March 31, 2015.

SUBSIDIARIES

As at March 31, 2015, your Company has 52 direct and indirect subsidiaries. In terms of Section 2(6) of the Companies Act, 2013 ("Act"), the Company has one associate. During the year under review, there have been no material changes in the business of the subsidiaries. In terms of Section 129(3) of the Act, Company has prepared a statement containing the salient features of the Financial Statement of our subsidiaries and associates in the prescribed format AOC-1 which is attached to the Consolidated Financial Statements of the Company. The said statement contains a report on the performance and financial position of each of the subsidiaries and associate and hence is not repeated here for the sake of brevity. Further, the details of major subsidiaries of the Company and their business operations during the year under review are covered in the Management's Discussion and Analysis Report.

During the year under review, the following companies ceased to be subsidiaries of the Company:

1. Religare Advisory Services Limited (by sale)

2. Religare Capital Markets (Beijing) Limited (by liquidation)

Further, the following companies have become subsidiaries/associates of our subsidiaries during the year under review:

1. YourNest Capital Advisors Private Limited - RGAM Investment Advisers Private Limited, a wholly owned subsidiary of the Company, has acquired 26% equity stake in YourNest Capital Advisors Private Limited.

2. Religare Heal Fund Advisors LLP - RGAM Investment Advisers Private Limited and Religare Venture Capital Limited are the Partners in the LLP with 99% and 1% capital contribution, respectively

In terms of the tripartite agreement between the Company, Religare Capital Markets Limited ("RCML", a subsidiary of the Company) and RHC Holding Private Limited ("RHCPL"), severe long term restrictions have been imposed on RCML. The financial statements of RCML and its subsidiaries have been excluded from the consolidated financial statements of the Company w.e.f. October 01, 2011, in accordance with Para 11(b) of AS - 21 - 'Consolidated Financial Statements', ("AS-21") and the investment held by the Company in equity and preference share capital of RCML has been accounted for as long term investment in accordance with AS - 13 - 'Accounting for Investments' in compliance with Para 23 of AS - 21 - 'Consolidated Financial Statements'.

Therefore, the Consolidated Financial Statements presented by your Company, pursuant to AS-21 issued by the Institute of Chartered Accountants of India, includes financial information of all its subsidiaries, excluding RCML and its subsidiaries, duly audited by the Statutory Auditors and the same is published in your Company's Annual Report.

MAJOR EVENTS

* Strategic review of the Life Insurance JV

The Company carried out a strategic review of the business of its joint venture, AEGON Religare Life Insurance Company Limited (ARLIC), based on which the Company communicated to its joint venture partners, its intention to exit the joint venture. On May 8, 2015, the Company has entered into a definitive agreement with Bennett, Coleman & Co. Limited, (BCCL, one of the partners in the joint venture) for sale of the Company's entire shareholding in ARLIC to BCCL, subject to regulatory approvals. Until the approval is received and the sale is consummated, the Company continues to remain a partner in the business. The Company's investment in the JV is protected along with a minimum return and as such the Company expects to exit the JV with a profit on its investment.

* Redemption of Preference Shares

On June 2, 2014 the Company redeemed 31,100,000 preference shares held by RHC Finance Private Limited and RHC Holding Private Limited, companies that are part of the Promoter Group. Total redemption amount of the said preference shares was Rs.4,342.7 million. Preference shares were redeemed out of the funds raised through preferential allotment of Equity Shares by the Company.

EQUITY SHARE CAPITAL

During the financial year ended March 31, 2015 :

* On May 6, 2014, your Company has allotted 12,817,331 Equity Shares to International Finance Corporation ("IFC") pursuant to conversion of 4,048,354 Compulsory Convertible Debentures ("CCD") of face value of Rs.1,000/- each. CCDs were allotted to IFC on November 7, 2012 with the conversion price set at Rs.315.85 per equity share in accordance with provisions of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009.

* On May 22, 2014, your Company has allotted 8,554,833 Equity Shares to Bestest Developers Private Limited and 7,349,385 Equity Shares to Standard Chartered Bank (Mauritius) Limited, a Foreign Institutional Investor, at an issue price of Rs.316.78/- per share in accordance with provisions of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009

Consequently, the issued, subscribed and paid up equity share capital as on March 31, 2015 is Rs.1,783.30 million consisting of 178,329,808 equity shares of Rs.10/- each.

NON-CONVERTIBLE DEBENTURES

During the year under review, your Company made an early redemption of the following debentures along with interest thereon to the debenture holders:

* 1,500, 10.5% Secured Redeemable Non-Convertible Debentures of face value of Rs.1,000,000/- each aggregating to Rs.1,500 million.

* 4,750, Zero Coupon Secured Redeemable Non-Convertible Debentures of face value of Rs.1,000,000/- each aggregating to Rs.4,750 million redeemed at premium of Rs.113,109.59/- per Debenture.

PUBLIC DEPOSITS

Your Company has neither invited nor accepted any deposits from public within the meaning of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules 2014 during the period under review.

EXTRACT OF ANNUAL RETURN

An extract of the Annual Return in Form No. MGT 9 is presented in a separate section and is annexed herewith as "Annexure A" to this report.

CORE INVESTMENT COMPANY

Your Company has received a Certificate of Registration as a Non-Deposit Taking Systemically Important Core Investment Company ("CIC-ND-SI") vide Certificate No. N-14.03222 dated June 03, 2014 issued by the Reserve Bank of India ("RBI")1.

Previously, the Company was registered as a Non-Deposit Taking Systemically Important Non-Banking Financial Company ("NBFC- ND-SI") vide Certificate No. N-14.03222 dated June 18, 2010 issued by RBI.

CAPITAL ADEQUACY

Your Company is a CIC-ND-SI and primarily functions as an investment holding company with more than 90% of its total assets consisting of investments in shares of subsidiary companies/ joint venture companies.

1. RBI Disclaimer: (a) Reserve Bank of India does not accept any responsibility or guarantee about the present position as to the financial soundness of the company or for the correctness of any of the statements or representations made or opinions expressed by the company and for discharge of liability by the company; (b) Neither is there any provision in law to keep, nor does the company keep any part of the deposits with the Reserve Bank and by issuing the Certificate of Registration to the company, the Reserve Bank neither accepts any responsibility nor guarantee for the payment of the public funds to any person/ body corporate.

As a CIC-ND-SI, the Company is required to -

a. maintain minimum Adjusted Net Worth of 30% of its aggregate risk weighted assets on balance sheet and risk adjusted value of off-balance sheet items as on the date of the last audited balance sheet as at the end of the financial year; and

b. restrict the outside liabilities up to 2.5 times of its Adjusted Net Worth as on the date of the last audited balance sheet as at the end of the financial year.

The Company is in compliance with the above mentioned requirements as at March 31,2015.

RELIGARE EMPLOYEES STOCK OPTION SCHEMES - 2006, 2010 & 2012

Nomination and Remuneration Committee of the Board of Directors of the Company, inter alia, administers and monitors the Employees' Stock Option Schemes of the Company in accordance with the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 (erstwhile Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999) ('the SEBI Guidelines'). Details as required under the SEBI Guidelines, for Religare Enterprises Limited Employees Stock Option Scheme, 2006, Religare Employees Stock Option Scheme 2010 and Religare Employees Stock Option Scheme, 2012 have been uploaded on the website of the Company and can be accessed through the link http://www.religare. com/Employee-Stock-Option-Schemes.aspx. There is no material change in the ESOP schemes of the Company during the year. Certificate from Auditors confirming that schemes have been implemented in accordance with the SEBI Guidelines will be placed at the forthcoming Annual General Meeting of the Company for inspection by the members.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

As per section 152 of the Act, Mr. Virendra Madan retires by rotation and further being eligible, offers himself for re-appointment at the ensuing Annual General Meeting. The Nomination and Remuneration Committee and Board of Directors recommend his re- appointment.

The brief resume and other details relating to the directors, who are to be appointed/ re-appointed as stipulated under Clause 49(IV) (G) of the Listing Agreement & Secretarial Standard issued by ICSI are furnished in the Notice of Annual General Meeting forming part of the Annual Report.

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Act and Clause 49 of the Listing Agreement.

During the year under review, Mr. Mohit Maheshwari has been appointed as Company Secretary of the Company w.e.f May 30, 2014. Mr. Shachindra Nath, Group CEO and Mr. Anil Saxena, Group CFO have also been designated as Key Managerial Personnel u/s 203 of the Act w.e.f April 1, 2014.

BOARD EVALUATION

Pursuant to the provisions of the Act and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the performance of the directors individually as well as the evaluation of the working of its Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

REMUNERATION POLICY

The Board has, on the recommendation of the Nomination and Remuneration Committee framed a policy for selection and appointment of Directors, Key Managerial Personnel and their remuneration as well as policy on other employees remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

BOARD/COMMITTEE COMPOSITION AND MEETINGS

A calendar of Meetings is prepared and circulated in advance to the Directors. The details of composition of Board and Committee and their meetings held during the year are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Act and the Listing Agreement.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

In compliance with Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules 2014, the Company has established a Corporate Social Responsibility (CSR) Committee during the financial year 2014-2015.

The CSR Committee has formulated and recommended to the Board, a CSR Policy indicating the activities to be undertaken by the Company, which has been approved by the Board.

With a view to work towards improving the overall quality of life and champion holistic community development for the underprivileged and marginalized sections of the society, the Company has launched project "Swavalamban". The project will initially cover 2 pockets of Delhi NCR which has a high concentration of the urban poor, underprivileged, underserved and marginalized sections of the society. Based on learnings and success, the intent is to subsequently roll out the initiatives across parts of the country. The broad themes under the overarching project shall focus on areas such as healthcare, sanitation, education and skill development & livelihood training.

The project will be carried out by an implementation partner, HEAL Foundation under the governance and supervision of senior officials from the company.

The CSR policy and framework underwent extensive discussions and deliberations at the senior leadership level within the Religare Group, and was finally frozen and adopted in early February 2015 at the Group level, with a view to replicating the implementation design across all Group operating entities. Post this, work on granular details on the Project along with identified partner took time and finally took shape end of FY 2014-15. Hence, the Company did not spend any money on CSR in FY 2014-15, but it shall do so in FY2015-16.

Annual Report on CSR in format prescribed in companies (Corporate Social Responsibility Policy) Rules, 2014 in attached as "Annexure B".

AWARDS & RATINGS

Your Company's subsidiaries/Joint-Ventures have received recognition by way of several awards across the businesses during the period under review including the following:

AWARDS

* Religare Securities Limited : 'Skoch BSE Award For Aspiring India 2015' under the category Leveraging Digital and Technology for Business Growth'.

* Religare Securities Limited : 'Gold Award' for 'the best integrated marketing campaign for internal communications' - Asian Customer Engagement Forum Awards 2014.

* Mr. Jayant Manglik, President- Retail Distribution, Religare Securities Limited : 'Editor's Choice Award - Commodities' - Zee Business - Best Market Analyst Awards 2014.

* Religare Commodities Limited : 'Skoch BSE Award For Aspiring India 2015' under the category Thought Leadership For Commodity Broking'

* Religare Commodities Limited : 'ASSOCHAM Excellence Award 2015' for outstanding contribution to Commodity Markets

* Religare Invesco Asset Management Company Private Limited : 'Lipper Fund Award 2014' for the Best Fund in the Mid

& the Small Cap-Growth Category'.

* Religare Health Insurance Company Limited : 'Best Health Insurance Company Award' - ABP News BFSI Awards 2015.

* Religare Health Insurance Company Limited : 'Rising Star Insurer Award' - The India Insurance Awards 2014.

RATINGS

India Ratings & Research Private Limited ('Ind-Ra', a Fitch Group Company) has assigned a Long Term Issuer Rating of "IND AA-" with Stable outlook to the Company.

The Company has also obtained the following ratings for specific issuances:

* For the Company's Rs.7.22 billion secured redeemable non-convertible debentures: "IND AA-" from Ind-Ra

* For the Company's Short Term Debt Facility/Commercial Paper of Rs.5 billion: "IND A1 " from Ind-Ra and "[ICRA] A1 " from ICRA Limited

LISTING WITH STOCK EXCHANGES

The Equity Shares of the Company are listed on National Stock Exchange of India Limited and BSE Limited. The annual listing fees for the year 2015-16 have been paid to these Exchanges.

STATUTORY DISCLOSURES

None of the Directors of your Company is disqualified as per provision of section 164(2) of the Act. The Directors of the Company have made necessary disclosures, as required under various provisions of the Act and the Listing Agreement.

CONSOLIDATED FINANCIAL STATEMENTS

As required under the Clause 32 of the Listing Agreement with the Stock Exchanges, consolidated financial statements of the Company and all its subsidiaries are attached to the Annual Report. The consolidated financial statements have been prepared in accordance with Accounting Standard 21, Accounting Standard 23 and Accounting Standard 27 issued by The Institute of Chartered Accountants of India. The audited consolidated financial statements together with Auditor's Report form part of the Annual Report.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

Even though operations of the Company are not energy intensive, the management has been highly conscious of the importance of conservation of energy and technology absorption at all operational levels and efforts are made in this direction on a continuous basis. In view of the nature of activities which are being carried on by the Company, the particulars as prescribed under Section 134(3)(m) of the Act read with rule 8 of the Companies (Accounts) Rules, 2014 regarding Conservation of Energy and Technology Absorption are not applicable to the Company and hence have not been provided.

FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company has incurred expenditure of Rs.81.38 million (previous year: Rs.79.90 million) in foreign exchange and earned nil (previous year: nil) in foreign exchange during the year under review on a standalone basis.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

The Company has transferred a sum of Rs.2,959,273/- during Financial year 2014-15 to the Investor Education and Protection Fund established by the Central Government in compliance with Section 205A of the Companies Act, 1956. The said amount represents the unclaimed IPO refund amount which were lying in escrow account with banks for a period of seven years from their respective due dates for payment.

DIRECTORS' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(5) of the Act that:

(a) in the preparation of the annual financial statements for the year ended March 31, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(b) such accounting policies as mentioned in Note 2 of the annual financial statements have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31, 2015 and of the profit and 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 Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) annual financial statements have been prepared on a going concern basis;

(e) proper internal financial controls were in place and that such internal financial controls were adequate and were operating effectively; and

(f) systems to ensure compliance with the provisions of all applicable laws were in place and such systems were adequate and operating effectively.

CORPORATE GOVERNANCE

The Company is committed to uphold the highest standards of Corporate Governance and adhere to the requirements set out by the Securities and Exchange Board of India.

A detailed report on Corporate Governance along with the Certificate of M/s Sanjay Grover & Associates, Company Secretaries, confirming compliance with conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges forms integral part of this Report.

AUDITORS

M/s Price Waterhouse, Chartered Accountants, who are the statutory auditors of the Company, hold office till the conclusion of the AGM to be held in the year 2017 as per Shareholders resolution dated September 11,2014 subject to ratification of their appointment at every AGM as per provisions of Section 139(1) of the Act. The Company has received letter from them to the effect that their ratification, if made, would be within the prescribed limits under Section 141(3)(g) of the Act and that they are not disqualified from being auditors of the Company. Accordingly, it is proposed to ratify the appointment of M/s Price Waterhouse as statutory auditors of the Company from the conclusion of the forthcoming AGM till the conclusion of the next AGM .

AUDITORS' REPORT

Auditors' report is without any qualification. Further, the observations of the Auditors in their report read together with the Notes on Accounts are self-explanatory and therefore, in the opinion of the Directors, do not call for any further explanation.

SECRETARIAL AUDITOR REPORT

As per provisions of Section 204 of the Act, the Board of Directors of the Company has appointed M/s P I Associates as the Secretarial Auditor of the Company to conduct the Secretarial Audit. The Secretarial Audit Report for the financial year ended March 31, 2015, is annexed to this Report. With respect to auditor's observation on compliance relating to Clause 49(VII) related party transactions, three related party transactions were inadvertently missed from the prior approval of Audit Committee. Amounts involved in two of the transactions were insignificant (Rs.0.023 million) and one of the transactions related to reimbursement of expenses by a growing subsidiary which was pre-approved by Audit Committee but for a smaller amount. The amount involved was Rs.13.876 million. All the three transactions were subsequently ratified by the Audit Committee of the Company thereafter on February 2, 2015 as per the frame work of Related Party Transaction Policy of the Company. The same has also been reported in the Quarterly Corporate Governance report of the quarter ended on March 31, 2015 submitted to the Stock Exchanges.

PARTICULARS OF INVESTMENTS, LOANS AND GUARANTEES

The Company, being an NBFC, is exempted from the provisions of Section 186 [except sub-section(1)] of the Act. Accordingly, details of particulars of loans, guarantees or investments as required to be provided as per Section 134(3)(g) of the Act are not provided.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with related parties which may have a potential conflict with the interest of the Company.

All Related Party Transactions are placed before the Audit Committee for approval as per the Related Party Transactions Policy of the Company as approved by the Board. The Policy is also uploaded on the website of the Company & can be accessed through the link http://www.religare.com/Policies.aspx.

Since all related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business and there was no material related party transaction entered by the Company during the year as per Related Party Transactions Policy, no details are required to be provided in Form AOC-2 prescribed under clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.

The details of the transactions with related parties are provided in the notes to accompanying standalone financial statements.

RISK MANAGEMENT

The Company has a Board constituted Risk Management Committee. The details of the Committee are set out in the Corporate Governance Report forming part of the Board's Report.

The Company being an investment holding company, has a designed a comprehensive Risk Management framework to identify and evaluate risks across its subsidiaries and joint ventures. This framework provides for identification of basic parameters on relevant general details and broad processes including key risk categories, risk life cycle, risk owners, delegation, day to day monitoring, risk facilitators, risk classification, risk registers, periodic policy review and alterations. The subsidiary/joint venture company's Risk Management Committee authorized by the respective Board, or in its absence the respective Audit Committee, reviews the risk management policy and appropriateness of systems and controls in this regard and submits its report to the Risk Management Committee of your Company.

The risk framework defines the risk management approach across the enterprise at various levels including documentation and reporting. The framework has different risk models which help in identification of risks and their classification in High, Medium and Low categories on the basis of likelihood, impact and velocity and maintaining Risk Control Matrix (RCM).

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company has a vigil mechanism named Whistle Blower Policy to deal with instance of unethical practices, fraud and mismanagement or gross misconduct by the employees of the Company, if any, that can lead to financial loss or reputational risk to the organization. The details of the Whistle Blower Policy are explained in the Corporate Governance Report and also posted on the website of the Company.

INTERNAL FINANCIAL CONTROLS AND INTERNAL CONTROL SYSTEM

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is defined in the Internal Audit Manual. The Company has appointed M/s KPMG as the Internal Auditor of the Company. To maintain its objectivity and independence, the Internal Auditor reports to the Audit Committee.

The Internal Audit Department monitors and evaluates the efficacy and adequacy of the internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company and its subsidiaries. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee.

HUMAN RESOURCES

Employees are our vital and most valuable assets. We have created a favourable work environment that encourages innovation and meritocracy. It is important for us that organisation culture and organisation strategy are well aligned. Over a period we have developed a strong culture of transparency through constant employee communication and have developed strong performance management practices wherein best in class reward and recognition systems are deployed. We have also set up a scalable recruitment and human resources management process which enables us to attract and retain high caliber employees. Our employee partnership ethos reflects the Company's longstanding business principles and drives the Company's overall performance with the prime focus to identify, assess, groom and build leadership potential for future.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT THE WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Work Place (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been set-up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. No case has been reported during the year under review.

PARTICULARS OF EMPLOYEES

The details required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are annexed as "Annexure C" to this report.

Further, there is no employee of the Company, who was employed throughout the financial year and in receipt of remuneration of Rs.60 lakhs or more, or employed for the part of the financial year and in receipt of Rs.5 lakhs or more a month. Accordingly, details as required under Section 197(12) of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 have not been provided.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant or material orders passed by the Regulators / Courts which would impact the going concern status of the Company and it's operations in future.

ACKNOWLEDGEMENTS

Your Directors would like to express their sincere appreciation for the co-operation and assistance received from the Company's Bankers, Regulatory Bodies, Stakeholders including Financial Institutions and other business associates who have extended their valuable sustained support and encouragement during the year under review.

Your Directors also wish to place on record their deep sense of gratitude and appreciation for the commitment displayed by all executives, officers and staff at all levels of the Company, resulting in the successful performance of the Company during the year under review. We look forward for your continued support in the future.

Place: New Delhi By order of the Board of Directors Date: July 31, 2015 For Religare Enterprises Limited

Sd/- Sunil Godhwani Chairman & Managing Director


Mar 31, 2014

Dear Members,

Religare Enterprises Limited

The Directors have pleasure in presenting this 30th Annual Report on the business and operations of the Company together with Audited Accounts for the financial year ended March 31, 2014.

FINANCIAL RESULTS

The highlights of standalone and consolidated financial results of the Company for the Financial Years 2012-13 and 2013-14 are as under:

PARTICULARS STANDALONE CONSOLIDATED (Rs. in Million) (Rs. in Million)

2013-14 2012-13 2013-14 2012-13

Total Income 2,771.22 2,208.13 34,717.00 34,871.61

Total Expenditure 3,186.18 1,663.01 32,085.96 32,555.71

Profit / (Loss) Before Exceptional Items and Tax (414.96) 545.12 2,631.04 2,315.90

Profit / (Loss) After Exceptional Items and Before Tax (1,220.96) (7,554.88) 1,825.04 (2,575.36)

Profit / (Loss) After Tax Before Minority Interest and Share in Associate (1,294.98) (7,609.52) 266.39 (4,807.20)

Adjustment: Share of Profit Transferred to Minority - - (962.93) (734.10)

Share of Profit in Associate (Net) - - 3.60 0.55

Profit / (Loss) After Minority Interest and Share in Associate (1,294.98) (7,609.52) (692.94) (5,540.75)

Brought Forward Balance (15,588.35) (7,978.84) (9,468.65) (4,172.91)

Profit Available for Appropriation (16,883.33) (15,588.35) (10,249.14) (9,468.65)

Appropriation - - - -

Surplus Carried to Balance Sheet (16,883.33) (15,588.35) (10,249.14) (9,468.65)

(i) Standalone Results

We recorded a ''Loss After Exceptional Items and Before Tax'' of Rs. 1,220.96 million, for Financial Year 2013-2014 as compared to Rs. 7,554.88 million for Financial Year 2012-2013. ''Loss After Tax'' was Rs. 1,294.98 million for Financial Year 2013-2014 as compared to Rs. 7,609.52 million for Financial Year 2012-2013. Consequently basic earnings per share increased to Rs. (9.22) in Financial Year 2013-2014 from Rs. (51.50) in Financial Year 2012-2013. Total expenditure is higher in financial year 2013-14 due to increased borrowing costs.

(ii) Consolidated Results

We recorded a ''Profit After Exceptional Items and Before Tax'' of Rs. 1,825.04 million, for Financial Year 2013-2014 as compared to ''Loss After Exceptional Items and Before Tax'' of Rs. 2,575.36 million for Financial Year 2012-2013. ''Loss After Tax,'' Minority Interest and Share in Associates'' was Rs. 692.94 million for Financial Year 2013-2014 as compared to Rs. 5,540.75 million for Financial Year 2012-2013. Consequently basic earnings per share increased to Rs. (5.20) in Financial Year 2013-2014 from Rs. (37.65) in Financial Year 2012-2013.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management''s Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, is presented in a separate section and forms part of the Directors'' Report.

DIVIDEND

In view of the losses and the future expansion plans of the Company, the Board of Directors decided not to recommend any Dividend for the financial year ended March 31, 2014.

SUBSIDIARIES

Details of major subsidiaries of the Company and their business operations during the year under review are covered in the Management''s Discussion and Analysis Report.

Ministry of Corporate Affairs (MCA) vide General Circular no 08/2014 dated April 04, 2014 has issued a clarification that financial statements including documents required to be attached thereto, auditors report and Board''s report in respect of financial years that commenced earlier than 1st April, 2014 shall be governed by the relevant provisions/Schedules/rules of the Companies Act, 1956.

As per Section 212 of the Companies Act, 1956 ("the Act") the Company is required to attach the Balance Sheet, Profit and Loss Account, Directors'' Report, and Auditors'' Report of your Company''s subsidiaries to the Annual Report of your Company. But in accordance with the General Circular issued by the Ministry of Corporate Affairs, Government of India and the Resolution passed by the Board of Directors in their meeting held on May 30, 2014, the Annual Report of the Company for the financial year 2013-14 does not contain the Annual Accounts and other required documents of your Company''s subsidiaries. However, the Annual Accounts of the subsidiary companies and the related detailed information are open for inspection by any shareholder and your Company will make available those document/details upon request by any shareholder of the Company or its subsidiary companies who may be interested in obtaining the same. The annual accounts of the said subsidiaries will also be available for inspection at the head offices/ registered offices of the respective subsidiary companies

In terms of the tripartite agreement between the Company, Religare Capital Markets Limited ("RCML"), a wholly owned subsidiary of the Company and RHC Holding Private Limited ("RHCPL"), and due to severe long term restrictions imposed on RCML the financial statements of RCML and its subsidiaries have been excluded from the Consolidated financial statements of the Company w.e.f. October 01, 2011, in accordance with Para 11(b) of AS 21 – ''Consolidated Financial Statements'' and the investment held by the Company in equity and preference share capital of RCML has been accounted for as long term investment in accordance with AS 13- ''Accounting for Investments'' in compliance with Para 23 of AS 21 - ''Consolidated Financial Statements''.

Therefore, Consolidated Financial Statements presented by your Company, pursuant to Accounting Standard AS-21 issued by the Institute of Chartered Accountants of India, includes financial information of all its subsidiaries, excluding RCML and its subsidiaries, duly audited by the Statutory Auditors and the same is published in your Company''s Annual Report.

CHANGE IN ACCOUNTING POLICY

The Company in the previous year followed a policy of amortising goodwill on consolidation and also testing for impairment of goodwill on the balance sheet date. This policy has been changed with effect from April 01, 2013 whereby goodwill on consolidation is tested for impairment on the balance sheet date and impairment loss, if any, is recognized in the Statement of Profit and Loss.

The Company believes that the new policy is more closely aligned with the relevant Accounting Standards in India since they only prescribe impairment testing of goodwill and do not require goodwill on consolidation to be amortised.

As per AS 5- Net Profit or Loss for the Period, Prior Period Items and Changes in Accounting Policies, this is a change in accounting policy. Had the Company continued to amortise goodwill on consolidation, the loss for the year would have been higher by Rs. 796.93 million and correspondingly goodwill on consolidation would have been lower by the said amount.

MAJOR EVENTS

* Upgrade in outlook on issuer ratings for Religare Enterprises Limited and its key subsidiary

During the year under review, India Ratings and Research Pvt. Ltd. (a member of the Fitch Group) reviewed the long term issuer rating for the Company and the Tier-2 subordinate debt rating for the Company''s key subsidiary, Religare Finvest Ltd (RFL). As an outcome of the review, the outlook for both ratings was upgraded to ''Stable'' from ''Negative'' and the ratings for the Company as well as its key subsidiay RFL stand at ''IND AA- (Stable)''.

* Acquisition of JV partner''s interest in Religare Macquarie Wealth Management Limited

The Company had entered into a joint venture (JV) with the Macquarie Group of Australia which was engaged in the wealth management business in India; the JV company was known as Religare Macquarie Wealth Management Limited and had 50% equity holding each by the Company and Macquarie Group. The Macquarie Group had made a decision to exit the wealth management business across Asia and therefore offered its shareholding in the JV to the Company, which was accepted by the Company. To maximize the synergies between the retail broking business of the Company''s subsidiary, Religare Securities Limited (RSL), and the wealth management business, the Macquarie Group''s interest in the JV was acquired by RSL and the Company''s shareholding in the JV was also transferred to RSL, thereby making the wealth management business a wholly- owned direct subsidiary of RSL and an indirect subsidiary of the Company. The JV entity has been renamed Religare Wealth Management Limited to reflect the change in ownership.

* Divestment of non-core investments

The Company regularly reviews its portfolio of investments and from time to time divests holdings that are not core to the Company''s business and do not confer any strategic benefits. Accordingly, during the year under review, the Company has divested its entire 74% shareholding in its subsidiary Vistaar Capital Advisors Limited in favour of a new shareholder who can provide better strategic direction to the divested entity.

Investment by Customers Bancorp Inc., USA in Religare Enterprises Limited

As reported in the Company''s 29th Annual Report, Customers Bancorp Inc. ("CUBI"), a bank holding company based in Wyomissing, Pennsylvania, USA, had agreed in principle to invest the Indian rupee equivalent of USD 51 million in REL through a combination of a secondary purchase of the Company''s equity shares worth the Indian rupee equivalent of USD 22 million from the Company''s Promoters and Promoter Group, a fresh issue of the Company''s equity shares on a preferential allotment basis for the Indian rupee equivalent of USD 1 million, and subject to the approval of the Foreign Investment Promotion Board (FIPB), fresh issue of warrants in the Company that would entitle CUBI to acquire equity shares valued at the Indian rupee equivalent of up to USD 28 million. The dilution of the holdings of the Promoters and Promoter Group through this combination of fresh issue and secondary purchase of shares was intended to enable the Company to qualify for the issue of a banking licence by RBI under the extant RBI Guidelines.

In accordance with the above, the Company made a preferential issue of 195 ,936 equity shares, aggregating approximately the Indian rupee equivalent of USD 1 million, to a wholly-owned subsidiary of CUBI on August 14, 2013. Further, it was reported to the Company that a wholly-owned subsidiary of CUBI acquired 3,941,875 equity shares, aggregating the Indian rupee equivalent of USD 22 million from the Promoters and Promoter Group on September 19, 2013. The Company had applied to FIPB for the issue of the warrants as stated above, which was duly approved by FIPB on December 3, 2013. However, on December 18, 2013, the Company was informed by CUBI that based on the guidance received by CUBI from CUBI''s regulators (Federal Reserve) and shareholders, CUBI''s Board had directed that the share warrants not be acquired. Accordingly, we did not receive the subscription for the share warrants and no share warrants were allotted to CUBI.

Preferential Allotment of Equity Shares

On May 22, 2014, Company has raised Rs. 503.81 cr. through preferential allotment of equity shares to Bestest Developers Pvt. Ltd and Standard Chartered Bank (Mauritius) Limited at an issue price ofRs. 316.78 per equity share in accordance with provisions of Chapter VII of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 . After this preferential allotment, the shareholding of the Promoters and Promoter Group stands at 50.93% as on date.

Redemption of Preference Shares

On June 2, 2014 the Company redeemed 31,100,000 preference shares held by RHC Finance Pvt Ltd and RHC Holding Pvt. Ltd, companies that are part of the Promoter Group. Total redemption amount of the said preference shares was Rs. 434.27 cr. Preference shares were redeemed out of the funds raised through preferential allotment of Equity Shares by the Company.

CHANGES IN CAPITAL STRUCTURE

During the financial year ended March 31, 2014, consequent to the exercise of options granted under the Employees Stock Option Scheme -2006, 11,000 Equity Shares ofRs. 10 each have been allotted during the financial year ended March 31, 2014 to the eligible employees at an exercise price ofRs. 140/- per share.

During the period under review, the Company had also allotted 195,936 Equity Shares to CUBI India Ventures Pte. Ltd on Preferential basis at a price of Rs. 313.15 per Equity Share.

Consequently, the issued, subscribed and paid up equity share capital increased from Rs. 1494.01 million as at March 31, 2013 to Rs. 1496.08 million as at March 31, 2014.

After March 31, 2014, till date

On 06th May 2014, Company has allotted 12,817,331 Equity Shares to International Finance Corporation ("IFC") pursuant to conversion of 4,048,354 Compulsory Convertible Debentures ("CCD") of face value of Rs. 1000/- each. CCDs were allotted to IFC on November 7, 2012 at a conversion price ofRs. 315.85 per equity share in accordance with provisions of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009.

On 22nd May 2014, Company has allotted 8,554,833 Equity Shares to Bestest Developers Pvt. Ltd, non-promoter company and 7,349,385 Equity Shares to Standard Chartered Bank (Mauritius) Limited, Foreign Institutional Investor, at an issue price ofRs. 316.78 per share in accordance with provisions of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009.

Consequently, the issued, subscribed and paid up equity share capital as on date is Rs. 1783.30 million.

NON-CONVERTIBLE DEBENTURES

The Company on September 30, 2013 has allotted:

- 1500, 10.5% Secured Redeemable Non Convertible Debentures of face value of Rs. 10,00,000/- each aggregating to Rs. 1500 million.

- 4750, Zero Coupon Secured Redeemable Non Convertible Debentures of face value of Rs. 10,00,000/- each aggregating to Rs. 4750 million redeemable at premium of Rs. 8,92,533.93/- per Debenture

Above mentioned Debentures are issued in DEMAT form and are listed on BSE Limited.

PUBLIC DEPOSITS

Your Company has neither invited nor accepted any deposits from public within the meaning of Section 58A of the Companies Act, 1956 read with Companies (Acceptance of Deposit) Rules, 1975 during the year under review.

CORE INVESTMENT COMPANY

Your Company has received the Certificate of Registration as a Non-Deposit Taking Systemically Important Core Investment Company ("CIC-ND-SI") vide Certificate No. N-14.03222 dated June 03, 2014 issued by the Reserve Bank of India ("RBI").

Previously, the Company was registered as a Non-Deposit Taking Systemically Important Non-Banking Financial Company ("NBFC- ND-SI") vide Certificate No. N-14.03222 dated June 18, 2010 issued by RBI.

RBI Disclaimer: (a) Reserve Bank of India does not accept any responsibility or guarantee about the present position as to the financial soundness of the Company or for the correctness of any of the statements or representations made or opinions expressed by the company and for discharge of liability by the Company; (b) Neither is there any provision in law to keep, nor does the company keep any part of the deposits with the Reserve Bank and by issuing the Certificate of Registration to the company, the Reserve Bank neither accepts any responsibility nor guarantee for the payment of the public funds to any person / body corporate.

CAPITAL ADEQUACY

Your Company is primarily an investment holding company and more than 90% of its total assets consist of investment in shares of subsidiary companies/ joint venture companies. Upon an application made by the Company, RBI has issued the Certificate of Registration as a Non-Deposit Taking Systemically Important Core Investment Company ("CIC-ND-SI") vide Certificate No. N-14.03222 dated June 03, 2014.

As a CIC-ND-SI, the Company is required to maintain minimum Adjusted Net Worth of 30% of its aggregate risk weighted assets on balance sheet and risk adjusted value of off-balance sheet items as on the date of the last audited balance sheet as at the end of the financial year. The company is in compliance with the abovementioned requirements as on March 31, 2014.

However, as against the minimum prescribed Capital Adequacy Ratio (CAR) of 15% for a Non-Banking Financial Company as set out by RBI, as on March 31, 2014 the Company (being an NBFC as on that date) had a CAR of (-)237.86%.

RELIGARE EMPLOYEES STOCK OPTION SCHEMES – 2006, 2010 & 2012

Nomination and Remuneration Committee of the Board of Directors of the Company, inter alia, administers and monitors the Employees'' Stock Option Schemes of the Company in accordance with the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 (''the SEBI Guidelines''). Details as required under the Securities and Exchange Board of India (Employees Stock Option Scheme and Employees Stock Purchase Scheme) Guidelines, 1999, for Religare Enterprises Limited Employees Stock Option Scheme, 2006, Religare Employees Stock Option Scheme 2010 and Religare Employees Stock Option Scheme 2012 are disclosed in the Report on Corporate Governance and forms part of the Director''s Report.

DIRECTORS

Mr. J W Balani, Independent Director, and Capt. G P S Bhalla (Alternate Director to Mr. Deepak Sabnani) have resigned from the Board of Directors of the Company w.e.f June 27, 2013 and September 4, 2013 respectively. The Board of Directors places on record their appreciation for the valuable services and guidance provided by them during their tenure as Directors of the Company.

The Company had, pursuant to the provisions of clause 49 of the Listing Agreements entered into with Stock Exchanges, appointed Mr. A C Mahajan , Mr. Arun Ramanathan, Mr. Deepak Ramchand Sabnani, Mr. Padam Bahl, Mr. R. K. Shetty and Mrs. Sangeeta Talwar as Independent Directors of the Company.

As per section 149(4) of the Companies Act, 2013 (Act), which came into effect from April 1, 2014, every listed public company is required to have at least one-third of the total number of directors as Independent Directors. In accordance with the provisions of section 149 of the Act, these Directors are being appointed as Independent Directors to hold office as per their tenure of appointment mentioned in the Notice of the forthcoming Annual General Meeting (AGM) of the Company.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges.

Mrs. Sangeeta Talwar was appointed as an additional director by the Board in the category of Independent Non Executive w.e.f. January 31, 2014. Mrs. Sangeeta Talwar has over 3 decades of experience in the corporate sector. Mrs. Sangeeta Talwar, has handled several critical roles and assignments across leading organizations and geographies. She was most recently the Managing Director of NDDB Dairy Services - a new company she helped establish. The company was mandated by NDDB, and funded by the World Bank, to deliver the National Dairy Plan and usher in the second White Revolution. She spearheaded the design and establishment of an innovative business model for creating sustainable livelihood for dairy farmers. This novel concept is being used to set up farmer owned, professionally managed Producer Companies as a complementary structure to Cooperatives. She set up two such companies with 100,000 farmers.

Mrs. Sangeeta Talwar will hold office of the Additional Director up to the date of the ensuing Annual General Meeting. The Company has received requisite notice in writing from a member of the Company proposing Mrs. Sangeeta Tawlar for appointment as an independent director.

As per section 152 of the Companies Act, 2013, Mr. Harpal Singh retires by rotation and further being eligible, offers himself for re- appointment at the ensuing Annual General Meeting. The Board of Directors recommends his re-appointment.

The brief resume and other details relating to the directors, who are to be appointed/ re-appointed as stipulated under Clause 49(IV)(G) of the Listing Agreement, are furnished in the Notice of Annual General Meeting forming part of the Annual Report.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

During the year, Board of Directors have constituted the Corporate Social Responsibility Committee (CSR Committee) comprising Mr. Sunil Godhwani as the Chairman and Mr. Arun Ramanathan, Mr. A C Mahajan and Mrs. Sangeeta Talwar as other members.

The said Committee has been entrusted with the responsibility of formulating and recommending to the Board, a Corporate Social Responsibility Policy (CSR Policy), monitoring and ensuring implementation of the projects / programmes / activities proposed to be undertaken by the company, monitoring the implementation of the framework of the CSR Policy and recommending the amount of expenditure to be incurred on the Corporate Social Responsibility activities to the Board.

AWARDS & RATINGS

Your Company''s subsidiaries/Joint-Ventures have received recognition by way of several awards across the businesses during the period under review including the following:

AWARDS

Religare Health Insurance has been awarded the ''Technology Innovation in Health Insurance Award'' at the prestigious ''Indian Insurance Awards - 2013''.

Religare Health Insurance has been awarded the ''Rising Star Insurer Award'' at the ''India Insurance Awards 2014''

Religare Health Insurance has been awarded the ''Editor''s Choice Award'' by Finnoviti for ''Innovation in Product- Care''.

Religare''s online Investor Education Initiative ''www.smarterwithmoney.in'' has been conferred with ''The Futurist Marketing Hall of Fame Award''.

In Charge - Metals, Energy & Currency Research, Religare Securities Limited was conferred with ''India''s Best Market Analyst- Commodities Technicals'' Award at ''Zee India''s best Market Analyst Awards 2013''.

The Indian Insurance Awards, has awarded AEGON Religare Life Insurance (ARLI) as the ''E-Business Leader'' under the category of Overall Insurance Industry Awards.

RATINGS

India Ratings & Research Private Limited, a FITCH group company("IRRPL") has assigned "IND AA-" long term issuer rating with a stable outlook to Company''s Rs. 7.22 bn outstanding Secured redeemable non-convertible debentures.

IRRPL has also assigned "IND AAA (SO)" rating to Company''s outstanding Rs. 6.25 bn Secured Redeemable Non-Convertible Debentures.

LISTING WITH STOCK EXCHANGES

The Equity Shares of the Company are listed on National Stock Exchange of India Limited and BSE Limited. The annual listing fees for the year 2014-15 has been paid to these Exchanges.

STATUTORY DISCLOSURES

None of the Directors of your Company is disqualified as per provision of section 274(1)(g) of the Companies Act, 1956. The Directors of the Company have made necessary disclosures, as required under various provisions of the Companies Act, 1956, Companies Act, 2013 and Clause 49 of the Listing Agreement.

CONSOLIDATED FINANCIAL STATEMENTS

As required under the Listing Agreements with the Stock Exchanges, Consolidated Financial Statements of the Company and all its subsidiaries are attached. The consolidated Financial statements have been prepared in accordance with Accounting standard 21, Accounting standard 23 and Accounting standard 27 issued by The Institute of Chartered Accountants of India.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

In view of the nature of activities which are being carried on by the Company, the particulars as prescribed under Section 217(1)(e) of the Companies Act, 1956 read with Companies'' (Disclosures of Particulars in the Report of the Board of Directors) Rules, 1988 regarding Conservation of Energy and Technology Absorption are not applicable to the Company.

FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company has continued to maintain focus and avail of export opportunities based on economic considerations. The Company has incurred expenditure of Rs. 79.90 Million (Previous Year: Rs. 71.92 Million) in Foreign Exchange and earned Nil (Previous Year: Nil) in Foreign Exchange during the year under review on a standalone basis.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 217(2AA) of the Companies Act, 1956 with respect to Directors'' Responsibility Statement, it is hereby confirmed that:

(i) In the preparation of the annual accounts for the financial year ended March 31, 2014, the applicable accounting standards have been followed along with proper explanations relating to material departures;

(ii) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2014, and of the loss of the Company for the year under review;

(iii) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(iv) the Directors had prepared the annual accounts for the financial year ended March 31, 2014 on a ''going concern'' basis.

CORPORATE GOVERNANCE

The Company is committed to uphold the highest standards of Corporate Governance and adhere to the requirements set out by the Securities and Exchange Board of India.

A detailed report on Corporate Governance along with the Certificate of M/s Sanjay Grover & Associates, Company Secretaries, confirming compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges forms part of the Annual Report.

AUDITORS

M/s Price Waterhouse, Chartered Accountants, who are the statutory auditors of the Company, hold office till the conclusion of the forthcoming AGM and are eligible for re-appointment. The Company has received letters from them to the effect that their re-appointment, if made, would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified for re-appointment. Pursuant to the provisions of section 139 of the Companies Act, 2013 and the Rules framed thereunder, it is proposed to appoint M/s Price Waterhouse as statutory auditors of the Company from the conclusion of the forthcoming AGM till the conclusion of the AGM to be held in the year 2017, subject to ratification of their apppointment at every AGM.

AUDITORS'' REPORT

The observations of the Auditors in their report read together with the Notes on Accounts are self-explanatory and therefore, in the opinion of the Directors, do not call for any further explanation.

STATEMENT OF PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 and the Companies (Particulars of Employees) Amendment Rules, 2011, the statement of particulars of employees shall form part of the Directors'' Report.

However, having regard to the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956 this Report along with Corporate Governance Report and Accounts are being sent to all the Shareholders excluding the Statement of particulars of employees under Section 217(2A) of the Act. Any member interested in obtaining a copy of the statement may write to the Company Secretary at the Registered Office of the Company.

HUMAN RESOURCES

Employees are our vital and most valuable assets. We have created a favourable work environment that encourages innovation and meritocracy. It is important for us that organisation culture and organisation strategy are well aligned. Over a period we have developed a strong culture of transparency through constant employee communication and have developed strong performance management practices wherein best in class reward and recognition systems are deployed. We have also set up a scalable recruitment and human resources management process which enables us to attract and retain high caliber employees. Our employee partnership ethos reflects the Company''s longstanding business principles and drives the Company''s overall performance with the prime focus to identify, assess, groom and build leadership potential for future.

ACKNOWLEDGEMENTS

Your Directors would like to express their sincere appreciation for the co-operation and assistance received from the Bankers, Regulatory Bodies, Stakeholders including Financial Institutions and other business associates who have extended their valuable sustained support and encouragement during the year under review.

Your Directors also wish to place on record their deep sense of gratitude and appreciation for the commitment displayed by all executives, officers and staff at all levels of the Company, resulting in the successful performance of the Company during the year under review. We look forward for your continued support in the future.

Place: New Delhi By order of the Board of Directors

Date:July 31, 2014 For Religare Enterprises Limited

Sd/- Sunil Godhwani Chairman & Managing Director


Mar 31, 2013

Dear Members,

Religare Enterprises Limited

The Directors have pleasure in presenting this 29 th Annual Report on the business and operations of the Company together with Audited Accounts for the financial year ended March 31, 2013.

FINANCIAL RESULTS

The highlights of standalone and consolidated financial results of the Company for the Financial Years 2012-13 and 2011-12 are as under:

PARTICULARS STANDALONE CONSOLIDATED (Rs. in Million) (Rs. in Million) 2012-13 2011-12 2012-13 2011-12

Total Income 2,208.13 569.50 34,871.62 32,328.67

Total Expenditure 1,633.01 2,387.49 32,555.71 33,751.81

Profit / (Loss) Before Exceptional Items and Tax 545.12 (1,817.99) 2,315.91 (1,423.14)

Profit / (Loss) After Exceptional Items and Before Tax (7,554.88) (8,173.49) (2,575.36) (964.29)

Net Profit / (Loss) after Tax (7,609.52) (8,162.14) (4,807.20) (1,489.55)

Adjustment: Minority Interest/ Joint Venture - - (734.10) (645.29)

Share of Profit in Associate - - 0.55 7.19

Net Profit / (Loss) for the year (7,609.52) (8,162.14) (5,540.75) (2,127.65)

Brought forward Balance (7,978.84) 183.30 (4,172.90) (2,045.25)

Profit available for appropriation (15,588.35) (7,978.84) (9,713.65) (4,172.90)

Appropriation:

Statutory Reserve - - - -

Surplus/(Deficit) Carried to Balance Sheet (15,588.35) (7,978.84) (9,713.65) (4,172.90)

OPERATIONS

We recorded a ''Consolidated Loss before Tax'' of Rs. 2575.36 million, for Financial Year 2012-2013 as compared to ''Consolidated Loss before Tax'' of Rs. 964.29 million for Financial Year 2011-2012, ''Loss after Tax after Minority Interest'' was Rs. 5540.75 million for Financial Year 2012-2013 as compared to ''Loss after Tax after Minority Interest'' Rs. 2127.65 million for Financial Year 2011-2012. Consequently basic earnings (losses) per share increased to Rs. (37.65) in Financial Year 2012-2013 from Rs. (15.80) in Financial Year 2011-2012.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management''s Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, is presented in a separate section and forms part of the Directors'' Report.

DIVIDEND

In view of the losses and the future expansion plans of the Company, the Board of Directors decided not to recommend any Dividend for the financial year ended March 31, 2013.

SUBSIDIARIES

As per Section 212 of the Companies Act, 1956 ("the Act") the Company is required to attach the Balance Sheet, Profit and Loss Account, Directors'' Report, and Auditors'' Report of your Company''s subsidiaries to the Annual Report of your Company, but in accordance with the Resolution passed by the Board of Directors in their meeting held on May 23, 2013, it is not required to attach the documents of the subsidiaries of your Company as prescribed under Section 212(1) of the Companies Act, 1956. Accordingly, the Annual Report of the Company for the financial year 2012-13 does not contain the Annual Accounts and other required documents of your Company''s subsidiaries. However, the Annual Accounts of the subsidiary companies and the related detailed information are open for inspection by any shareholder and your Company will make available those document/details upon request by any shareholder of the Company or its subsidiary companies who may be interested in obtaining the same.

During the previous year ended March 31, 2012 and pursuant to the terms of the tripartite agreement between the Company, Religare Capital Markets Limited ("RCML"), a wholly owned subsidiary of the Company and RHC Holding Private Limited ("RHCPL"), the Company has consented to infuse additional capital of upto 11,198,324,647 in Religare Capital Markets Limited (RCML) in the eventuality of a liquidity requirement by RCML and its subsidiaries to discharge its outstanding borrowings (net of realizable value of securities) as of September 30, 2011. The said capital commitment had been disclosed as a contingent liability in the financial statements of the Company.

Pursuant to the above agreement and amendment thereon, during the year ended March 31, 2013, the Company upon request of RCML, subscribed 500,000,000, 0.001% Cumulative Non-Convertible Redeemable Preference Shares of Rs. 10 each (fully paid up) and 620,000,000, 0.002 % Cumulative Non-Convertible Redeemable Preference Shares of Rs. 10 each ( Rs. 5 partly paid up) aggregating to Rs. 81,00,000,000 in part settlement of the Financial Commitments. Consequently, the remaining capital commitment on partly paid up shares isRs. 3,100,000,000 and has been disclosed as a contingent liability in the financial statements of the Company.

Due to severe long term restrictions imposed on RCML and considering financial position of RCML, the company has made provision of investments in equity shares of book value of Rs. NIL (March 31, 2012: Rs. 3,855,500,000) and preference shares of book value of Rs. 8,100,000,000 (March 31, 2012: Rs. 2,500,000,000).

Further, in view of the aforesaid agreement, the financial statements of RCML and its subsidiaries have been excluded from the Consolidated financial statements of the Company w.e.f. October 01, 2011, in accordance with Para 11(b) of AS 21 - ''Consolidated Financial Statements'' and the investment held by the Company in equity and preference share capital of RCML has been accounted for as long term investment in accordance with AS 13- ''Accounting for Investments'' in compliance with Para 23 of AS 21 - ''Consolidated Financial Statements''.

Therefore, Consolidated Financial Statements presented by your Company,pursuant to AS-21 issued by the Institute of Chartered Accountants of India, includes financial information of all its subsidiaries,excluding RCML and its subsidiaries, duly audited by the Statutory Auditors and the same is published in your Company''s Annual Report.

MAJOR EVENTS

* Investment by International Finance Corporation (IFC) in Religare Enterprises Limited

Religare Enterprises Limited raised Rs. 4040 million from International Finance Corporation ("IFC"), a member of the World Bank Group. IFC invested the'' equivalent of US$ 75 million in the form of Compulsorily Convertible Debentures ("CCDs"), with conversion timeline into equity shares in 18 months. The funds were raised for business operations of Company and its underlying subsidiaries.

IFC, a member of the World Bank Group, is the largest global development institution focused exclusively on the private sector. IFC helps developing countries to achieve sustainable growth by financing investment, mobilizing capital in international financial markets, and providing advisory services to businesses and governments.

Investment by IFC is an endorsement of Company''s distinctive, high quality, diversified financial services franchise focused on the long term growth potential in Indian market.

* Investment by Customers Bancorp Inc, USA in Religare Enterprises Limited

Customers Bancorp Inc., ("CUBI") has in principally agreed to invest '' equivalent of US$ 51 Million in Religare Enterprises Limited ("REL" or the "Company") through a combination of primary and secondary market investment as detailed below -

* CUBI shall make a secondary purchase of Indian Rupee equivalent of US$ 22 Million of equity shares of the Company from the promoters. The promoters are selling the shares as part of their 22% divestment to bring down their shareholding to 49% to qualify Religare Enterprises Limited to setup NOFHC as per RBI Guidelines for a banking license. This transaction would be done at prevailing market price on date of purchase.

* In addition, CUBI shall make an investment for the Indian Rupee equivalent of US$ 28 Million in share warrants issued by the Company on preferential allotment basis, as per SEBI floor price and as per applicable law. Share Warrants would be convertible into equity shares in maximum of 18 months.

* CUBI will also subscribe to common equity shares of the Company for the Indian Rupee equivalent of US$ 1 Million on a preferential allotment basis, as per SEBI floor price and as per applicable law.

Customers Bancorp Inc. is a bank holding company for Customers Bank based in Wyomissing, Pennsylvania. CUBI is a state-chartered, full-service bank headquartered in Phoenixville, Pennsylvania. CUBI is a member of the Federal Reserve System and is insured by the Federal Deposit Insurance Corporation. With assets of approximately US$ 3.5 billion at March 31, 2013, CUBI provides a full range of banking services to small and medium-sized businesses, professionals, individuals and families through office locations in Pennsylvania, New York, New Jersey, Rhode Island and Massachusetts.

To harness CUBI''s extensive banking experience and offer the best practices of the US market for customers in India, Company Board approved the aforesaid investment by CUBI. Company and CUBI management teams will also enter into a business alliance agreement to find opportunities to service Religare''s customers across businesses, as well as potential customers of CUBI of Indian origin in the US for their India investment needs.

- Strategic Joint Venture between Religare Asset Management Company (RAMC) and Invesco (IVZ)

RAMC, the asset management arm of Religare Enterprises Limited (REL), and Invesco Ltd., a leading independent global investment management firm, has formed a Strategic Joint Venture between the two firms, where Invesco has acquired a 49 percent interest in RAMC.

RAMC is among the top fifteen asset management companies in India, with combined (onshore and offshore advisory) assets under management of over US$ 2.6 billion and a presence in 53 cities across India.

Invesco Ltd. is a leading independent global investment management firm, dedicated to helping investors worldwide achieve their financial objectives. Operating in more than 20 countries, IVZ is listed on the New York Stock Exchange, and manages over US$ 600 billion in assets globally.

- Launch of Religare Health Insurance Company Limited

The past year saw the formal launch of operations for Religare Health Insurance Company Limited. The company which is a stand-alone health insurer offers health insurance solutions to both individual customers through its product ''Care'', which has a host of ''industry-first'' features as well as employees of corporates through its product ''Group Care''. Religare Health Insurance has made significant progress in FY13 and is already operating out of 30 branches, servicing more than 3,50,000 lives across 130 locations including 40 corporates. At a functioning level, the company is focused on building strong processes, superlative service model and robust delivery mechanisms backed by technological prowess, leveraging group distribution network and creating a strong operating platform across India.

- Religare Finvest Limited

Religare Finvest Limited continues to reinforce its leadership position with its SME-focused Lending business. It was successful in raising additional capital ofRs. 5000 million through its Public Debt Issue, which was very well received and was oversubscribed, keeping in line with its previous record. The company has also launched an integrated and organized effort to focus and reach out to its customers directly through the Direct Client Coverage Model while also strengthening its DSA''s network and partnerships. The initiative has shown early signs of success. Additionally, the company is also extending its business interests to other lines of businesses such as affordable housing which is currently being piloted in few areas through its wholly owned subsidiary Religare Housing Development Finance Corporation Limited.

- Acquisition of Religare Health Trust Trustee Manager Pte Ltd., Singapore

RGAM Corporation Pvt Ltd acquired 100% stake in Religare Health Trust Trustee Manager Pte Ltd., Singapore, which is the trustee manager for Religare Health Trust (RHT). RHT successfully raised approximately S$510.7 million by listing its units on the Singapore Exchange. This was the largest initial public offering of a business trust sponsored by an Indian company in Singapore.

CHANGES IN CAPITAL STRUCTURE

During the financial year ended March 31, 2013, the authorised share capital of the Company has been increased from Rs. 3000 million (Rupees Three Thousand million only) consisting of 200 million (Two Hundred million) Equity Shares of Rs. 10 each and 100 million (One Hundred million)Redeemable Preference Shares of Rs. 10 each to Rs. 3500 million (Rupees Three Thousand Five Hundred million only) consisting of 250 million (Two Hundred Fifty million ) Equity Shares of Rs. 10 each and 100 million (One Hundred million) Redeemable Preference Shares ofRs. 10 each.

Further, consequent to the exercise of options granted under the Employees Stock Option Scheme -2006, 97,690 Equity Shares of Rs. 10 each have been allotted during the financial year ended March 31, 2013 to the eligible employees.

During the period under review, the Company had also allotted 1000 Equity Shares to International Finance Corporation on Preferential basis at a price of Rs. 315.85 per Equity Share.

Consequently, the issued, subscribed and paid up equity share capital increased from Rs. 1493.03 million as at March 31, 2012 to Rs. 1494.01 million as at March 31, 2013.

Further Company has allotted 4,048,354 Compulsory Convertible Debentures(''CCD'') off 1000/- each to International Finance Corporation. CCD will be converted into equity shares of Rs. 10/- each at a conversion price of Rs. 315.85 .

Non-Convertible Debentures

The Company on March 28, 2013 has allotted

- 3000, zero coupon Secured Non-Convertible Debentures with a yield of 14% of the face value of Rs. 10,00,000/- each aggregatingto Rs. 3000 million.

- 5455, 14% Secured Non-Convertible Debentures of the face value of Rs. 10,00,000/- each aggregating to Rs. 5455 million

Above mentioned Debentures are issued in DEMAT form and are listed on BSE Limited.

CAPITAL ADEQUACY

As against the minimum prescribed Capital Adequacy Ratio (CAR) of 15% as set out by the Reserve Bank of India (RBI), the Company has a CAR of (-)144.22% as on March 31, 2013.

Your Company is primarily an investment holding company and more than 90% of its total assets consist of investment in shares of subsidiary companies/joint venture companies. In view of the same, the Company had filed an application with RBI on March 28, 2011 for registration as a Core Investment Company ("CIC-ND-SI"), which is presently pending for approval. Once the Company is registered as a CIC-ND-SI, the Capital Adequacy requirement is different and on which the Company is compliant.

During the year ended March 31, 2013, the Company has raised money by allotting 1,000 Equity Shares of face value of Rs. 10/- each at Rs. 315.85 per Equity Share, 4,048,354 Compulsory Convertible Debentures ("CCD") of face value Rs. 1,000/- each and 8,455 Non-Convertible Debentures ("NcD") of face value ofRs. 1,000,000/- each, aggregating to Rs. 12,503.67 million, to various parties.

The Company has invested above proceeds in its Subsidiaries/ Group companies/ JV companies. Whereas monies raised through CCD and NCD do not get counted towards calculation of Owned Fund, any investment in Subsidiaries/ Group companies/ JV companies is deducted from Owned Fund for arriving at Net Owned Fund. Therefore, despite the Owned Fund of Company as on March 31, 2013 standing at a robust 2,942.35 crores, the investment by Company from funds so raised has resulted in the Net Owned Fund of Company to fall tS (-) 9,815.10million and eventually, a negative CAR of (-)144.22%.

RELIGARE EMPLOYEES STOCK OPTION SCHEMES - 2006, 2010 & 2012

Details as required under the Securities and Exchange Board of India (Employees Stock Option Scheme and Employees Stock Purchase Scheme) Guidelines, 1999, for Religare Enterprises Limited Employees Stock Option Scheme, 2006, Religare Employees Stock Option Scheme 2010 and Religare Employees Stock Option Scheme 2012 are disclosed in the Report on Corporate Governance and forms part of the Director''s Report.

DIRECTORS

Mr. Stuart D. Pearce and Mr. J W Balani, Independent Directors, have resigned from the Board of Directors of the Company w.e.f. December 31, 2012 and June 27, 2013 respectively. The Board of Directors places on record their appreciation for the valuable services and guidance provided by them during their tenure as Directors of the Company. Further Mr. Shachindra Nath Director & Group CEO and Mr. Anil Saxena, Director & Group CFO also have stepped down from the Board of the Company w.e.f 24th January 2013. However, Mr. Shachindra Nath and Mr. Anil Saxena continues to be designated as Group CEO and Group CFO respectively.

Further during the year, Mr. Virendra Kumar Madan was appointed as additional director by the Board in the category of Non Independent Non-Executive, Mr. Monish Kant Dutt was appointed as additional director by the Board in the category of Non Independent Non-Executive as a nominee of International Finance Corporation, Mr. Avinash Chander Mahajan was appointed as additional director by the Board in the category of Independent Non-Executive.Further Mr. Arun Ramanathan was appointed as additional director in the category of Independent Non-Executive w.e.f May 06, 2013. Mr. Rama Krishna Shetty was also appointed as additional director in the category of Independent Non-Executive w.e.f June 28, 2013.

Mr. Virendra Kumar Madan has over 4 decades of experience in the corporate sector and as an entrepreneur across diversified sectors including textiles, real estate, hospitality, health care and power generation. Mr. Madan was associated with DCM Ltd for 32 years where he rose to become President and CEO. Among his other assignments, Mr. Madan was President of Magnum International Trading Company Pvt. Ltd., a conglomerate involved in industrial and economic projects. He currently also serves as a Director on the boards of Taj Kerala Hotels & Resorts Ltd. and Nidra Hospitality Pvt. Ltd

Mr. Monish K Dutt has extensive investment and advisory experience with International Finance Corporation in emerging markets in Asia, Eastern Europe, Africa and Latin America with a focus on private equity funds and financial institutions. A London Business School alumnus (MBA), Mr. Dutt worked with Ernst & Young in London and qualified as a Chartered Accountant in the UK. He then joined International Finance Corporation/the World Bank Group where he worked for about 25 years till 2011. During his tenure at the World Bank and International Finance Corporation, he held various positions including that of Chief Credit Officer. He is currently an Emerging Markets Consultant, a Director of a Pan Caribbean Insurance Group and an Advisor to a London-based start-up private equity firm.

Mr Avinash Chander Mahajan, a post graduate in Science, has spent over 3 decades in India''s banking industry across various senior positions. Between 2006 and 2008, he was the Chairman and Managing Director of Kolkata-based Allahabad Bank. He took charge of Canara Bank for two years in 2008. He was earlier Executive Director at Bank of Baroda. Mr. Mahajan currently also serves as the Chairman of the Governing council of Banking Codes and Standards Board of India

Mr. Arun Ramanathan, IAS (retd) has retired from the Indian Administrative Service as the Union Finance Secretary in 2009 and has held various key offices in the central and state governments in Finance, Taxation, Industry, Food & Civil Supplies, Consumer Protection, Transport, Leather, Fisheries, Sericulture and General Administration.In the Government of India, at the Joint Secretary Level Mr. Ramanathan was the CEO (Member Secretary) of the Silk Board, Secretary (Chemicals & Petrochemicals), Secretary (Department of Financial Services) and at the time of his superannuation he was the Union Finance Secretary.Mr. Ramanathan has an accoladed academic record. Besides being a Master of Philosophy in Developmental Economics from the Cambridge University, United Kingdom, Mr. Ramanathan also holds degree in a Master of Business Administration and Master of Science in Nuclear Physics. Mr. Ramanathan is a director in various Government and Private Sector Companies including, Indian Clearing Corporation Ltd, National Textiles Corporation Ltd, Shipping Corporation of India, ONGC, ONGC Videsh. Equitas Holding Private Limited and Singhvi Investment & Finance Company. In the past, Mr. Ramanathan has been a Director at Titan Industries, Tamil Nadu Petro Products, State Bank of India, IdBi, ICICI, IDFC, LIC, IIFCL, Jenson & Nicholson, JCT Electronics and United Stock Exchange

Mr. R. K. Shetty, aged 65 years, holds a Bachelor''s degree in Engineering from the Basaveshwara College, Bagalkot and has completed an Executive Development program from the Jamnalal Bajaj Institute of Management Studies, Mumbai in Product Management Control and Financial Management. He has more than 38 years of work experience and has received the prestigious National Productivity Award in the year 1992 Mr. Shetty was President of Karnataka State Hockey Association, Vice-President of Karnataka Olympic Association and is presently Chairman of the Development Panel, Indian Hockey Federation and Confederation.

All Five Directors will hold office of the Additional Director up to the date of the ensuing Annual General Meeting. Board proposes to regularize them as Directors in the forthcoming Annual General Meeting.

As per section 255 and 256 of the Companies Act, 1956 Mr. Padam Bahl and Mr. Ravi Umesh Mehrotra are the Directors liable to retire by rotation and further being eligible, offers themselves for re-appointment at the ensuing Annual General Meeting. Board recommends their re-appointment for your approval.

The brief resume and other details relating to the directors, who are to be appointed/ re-appointed as stipulated under Clause 49(IV)(G) of the Listing Agreement, are furnished in the Notice of Annual General Meeting forming part of the Annual Report.

The Company also has Audit Committee which is constituted as per requirement of Section 292A of the Companies Act, 1956 and Clause 49 of Listing Agreement. Audit Committee has 4 members out of which 3 are Non-Executive Independent Directors and one is Executive Director.Chairman of Audit Committee is Independent Non-Executive Director.

AWARDS &RATINGS

Your Company''s subsidiaries have received recognition by way of several awards across the businesses during the period under review including the following:

AWARDS

- Religare Finvest Limited has been awarded theFinnoviti 2012 award in the "Innovation in Process" category.

- Religare Securities Limited has been awarded the "Best Investor Education & Category Enhancement - Currency Broker" at the Bloomberg UTV Financial Leadership Awards.

- Religare Commodities Limited has been awarded the "Best Commodity Broker" at the Bloomberg UTV Financial Leadership Awards.

RATINGS

India Ratings & Research Private Limited, a FITCH group company has assigned ''IND AA- Outlook Negative'' by (pronounced as "AA-") rating to Company''s Rs. 845.50 Cr Secured redeemable non-convertible debentures.

PUBLIC DEPOSITS

Your Company has neither invited nor accepted any deposits from public within the meaning of Section 58A of the Companies Act, 1956 read with Companies (Acceptance of Deposit) Rules, 1975 during the year under review.

Your Company is registered as a Non-deposit taking Non-Banking Financial Institution (NBFI) vide Certificate No. N- 14.03222 dated June 18, 2010 issued by the Reserve Bank of India (RBI). Further, in terms of revised Regulatory framework for Core Investment Companies ("CIC") issued by the RBI on January 5, 2011, the Company has applied to RBI for registration as a Systemically Important Non-deposit taking Core Investment Company (CIC-ND-SI) and the same is in process at the RBI.

LISTING WITH STOCK EXCHANGES

The Equity Shares of the Company are listed on National Stock Exchange of India Limited and BSE Limited. The annual listing fees for the year 2013-14 has been paid to these Exchanges.

STATUTORY DISCLOSURES

None of the Directors of your Company is disqualified as per provision of section 274(1)(g) of the Companies Act, 1956. The Directors of the Company have made necessary disclosures, as required under various provisions of the Act and Clause 49 of the Listing Agreement.

CONSOLIDATED FINANCIAL STATEMENTS:

As required under the Listing Agreements with the Stock Exchanges'' Consolidated Financial Statements of the Company and all its subsidiaries are attached. The consolidated Financial statements have been prepared in accordance with Accounting standard 21 ,Accounting standard 23 and Accounting standard 27 issued by The Institute of Chartered Accountants of India.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

In view of the nature of activities which are being carried on by the Company, the particulars as prescribed under Section 217(1)(e) of the Companies Act, 1956 read with Companies'' (Disclosures of Particulars in the Report of the Board of Directors) Rules, 1988 regarding Conservation of Energy and Technology Absorption are not applicable to the Company.

FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company has continued to maintain focus and avail of export opportunities based on economic considerations.The Company has incurred expenditure ofRs. 71.92 Million (Previous Year:Rs. 86.87 Million) in Foreign Exchange and earned Nil (Previous Year: Nil) in Foreign Exchange during the year under review on a standalone basis.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 217(2AA) of the Companies Act, 1956 with respect to Directors'' Responsibility Statement, it is hereby confirmed that:

(i) In the preparation of the annual accounts for the financial year ended March 31, 2013, the applicable accounting standards have been followed along with proper explanations relating to material departures;

(ii) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2013, and of the loss of the Company for the year under review;

(iii) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(iv) the Directors had prepared the annual accounts for the financial year ended March 31, 2013 on a ''going concern'' basis.

CORPORATE GOVERNANCE

The Company is committed to uphold the highest standards of Corporate Governance and adhere to the requirements set out by the Securities and Exchange Board of India.

A detailed report on Corporate Governance along with the Certificate of M/s Sanjay Grover & Associates, Company Secretaries, confirming compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges forms part of the Annual Report.

AUDITORS

M/s Price Waterhouse, Chartered Accountants, retires as Statutory Auditors of the Company at the conclusion of the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept the office of the Statutory Auditors, if re-appointed.

AUDITORS'' REPORT

The observations of the Auditors in their report read together with the Notes on Accounts are self-explanatory and therefore, in the opinion of the Directors, do not call for any further explanation.

STATEMENT OF PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 and the Companies (Particulars of Employees) Amendment Rules, 2011, the statement of particulars of employees shall form part of the Directors'' Report.

However, having regard to the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956 this Report along with Corporate Governance Report and Accounts are being sent to all the Shareholders excluding the Statement of particulars of employees under Section 217(2A) of the Act. Any member interested in obtaining a copy of the statement may write to the Company Secretary at the Registered Office of the Company.

HUMAN RESOURCES

Employees are our vital and most valuable assets. We have created a favourable work environment that encourages innovation and meritocracy. We have also set up a scalable recruitment and human resources management process which enables us to attract and retain high caliber employees. Our employee partnership ethos reflects the Company''s long-standing business principles and drives the Company''s overall performance with the prime focus to identify, assess, groom and build leadership potential for future.

ACKNOWLEDGEMENTS

Your Directors would like to express their sincere appreciation for the co-operation and assistance received from the Bankers, Regulatory Bodies, Stakeholders including Financial Institutions and other business associates who have extended their valuable sustained support and encouragement during the year under review.

Your Directors also wish to place on record their deep sense of gratitude and appreciation for the commitment displayed by all executives, officers and staff at all levels of the Company, resulting in the successful performance of the Company during the year under review. We look forward for your continued support in the future.

Place: New Delhi By order of the Board of Directors

Date:July 31, 2013 For Religare Enterprises Limited

Sd/-

Sunil Godhwani

Chairman & Managing Director


Mar 31, 2012

To The Members of Religare Enterprises Limited

The Directors have pleasure in presenting this 28th Annual Report on the business and operations of the Company together with Audited Accounts for the financial year ended March 31, 2012.

FINANCIAL RESULTS

The highlights of standalone and consolidated financial results of the Company for the Financial Years 2011-12 and 2010-11 are as under:

PARTICULARS STANDALONE CONSOLIDATED (Rupees in Million) (Rupees in Million) 2011-12 2010-11 2011-12 2010-11

Total Income 569.50 1,267.70 32,481.86 25,626.23

Total Expenditure 2,387.49 1,162.18 33,905.00 27,616.09

Profit / (Loss) Before Exceptional Items and Tax 1,817.99 105.52 (1,423.14) (1,989.86)

Profit / (Loss) After Exceptional Items and Before Tax (8,173.49) 105.52 (964.29) (1,989.86)

Net Profit / (Loss) after Tax (8,162.14) 50.96 (1,489.55) (2,945.32)

Adjustment: Minority Interest/ Joint Venture - - (645.29) (59.88)

Share of Profit in Associate - - 7.19 -

Net Profit / (Loss) for the year (8,162.14) 50.96 (2,127.65) (3,005.20)

Brought forward Balance 183.30 142.53 (2,045.25) 970.14

Profit available for appropriation (7,978.84) 193.49 (4,172.90) (2,035.06)

Appropriation:

Statutoray Reserve - 10.19 - 10.19

Surplus / (Deficit) Carried to Balance Sheet (7,978.84) 183.30 (4,172.90) (2,045.25)

OPERATIONS

We recorded a 'Consolidated Loss before Tax' of Rs. 964.29 million, for Financial Year 2011-2012 as compared to 'Consolidated Loss before Tax' of Rs. 1,989.86 million for Financial Year 2010-2011, 'Loss after Tax after Minority Interest' was Rs. 2,127.65 million for Financial Year 2011-2012 as compared to 'Loss after Tax after Minority Interest' Rs. 3,005.20 million for Financial Year 2010-2011. Consequently basic earnings (losses) per share declined to Rs. (15.80) in Financial Year 2011-2012 from Rs. (22.98) in Financial Year 2010-2011.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management's Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, is presented in a separate section and forms part of the Directors' Report.

DIVIDEND

In view of the losses and the future expansion plans of the Company, the Board of Directors decided not to recommend any Dividend for the financial year ended March 31, 2012.

SUBSIDIARIES

As per Section 212 of the Companies Act, 1956 ("the Act") the Company is required to attach the Balance Sheet, Profit and Loss Account, Directors' Report, and Auditors' Report of your Company's subsidiaries to the Annual Report of your Company, but in accordance with the Resolution passed by the Board of Directors in their meeting held on May 25, 2012, it is not required to attach the documents of the subsidiaries of your Company as prescribed under Section 212(1) of the Companies Act, 1956. Accordingly, the Annual Report of the Company for the financial year 2011-2012 does not contain the Annual Accounts and other required documents of your Company's subsidiaries. However, the Annual Accounts of the subsidiary companies and the related detailed information are open for inspection by any shareholder and your Company will make available those document/details upon request by any shareholder of the Company or its subsidiary companies who may be interested in obtaining the same.

Pursuant to the tripartite agreement entered into between the Company, Religare Capital Markets Limited (RCML), a wholly owned subsidiary of the Company and RHC Holding Private Limited, a promoter group company (RHCPL) for meeting the incremental funding requirements of RCML by RHCPL, severe long term restrictions have been stipulated which significantly impaired the ability of the said subsidiary to transfer funds to the Company.

In view of the aforesaid agreement, the financial statements of RCML and its subsidiaries have been excluded from the Consolidated financial statements of the Company w.e.f. October 01, 2011, in accordance with Para 11(b) of AS 21 - 'Consolidated Financial Statements' and the investment held by the Company in equity and preference share capital of RCML has been accounted for as long term investment in accordance with AS 13- 'Accounting for Investments' in compliance with Para 23 of AS 21 - 'Consolidated Financial Statements'.

Therefore, Consolidated Financial Statements presented by your Company, pursuant to Accounting Standard AS-21 issued by the Institute of Chartered Accountants of India, includes financial information of all its subsidiaries, excluding RCML and its subsidiaries, duly audited by the Statutory Auditors and the same is published in your Company's Annual Report.

MAJOR EVENTS

Acquisition of Shreyas Stocks Private Limited (SSPL) and Shreyas Advisory Services Private Limited (SASPL)

Your Company had acquired 100% equity stake in RGAM Corporation Private Limited (formerly known as Shreyas Stocks Private Limited), (RGAM) a member of the National Stock Exchange of India Limited and MCX Stock Exchange Limited and Religare Commodity Broking Private Limited (formerly known as Shreyas Advisory Services Private Limited), a member of Multi Commodity Exchange of India Limited (RCBPL) on October 12, 2011.

Transfer of Investments in Religare Global Asset Management Inc. to RGAM Corporation Private Limited

With the objective of consolidating entire asset management business under one umbrella and post receipt of requisite regulatory approvals, your Company has transferred its entire investment in Religare Global Asset Management Inc. (RGAM), a US based corporation to RGAM Corporation Private Limited (RGAM India) a wholly owned subsidiary of your company. RGAM becomes a wholly owned subsidiary of RGAM India and indirect subsidiary of your Company, with effect from May 09, 2012.

Application for registration as a Core Investment Company

Your Company's application for registration as a Core Investment Company is in process at the Reserve Bank of India.

Investment by Avigo and Jacob Ballas in Religare Finvest Limited

Religare Finvest Limited ("RFL"), a subsidiary of your Company has raised INR 3500 millions from two leading private equity funds - Avigo PE Investments Limited, Mauritius ("Avigo") and NYLIM Jacob Ballas India Fund III LLC, Mauritius ("Jacob Ballas"). Avigo has invested INR 1500 million and Jacob Ballas has invested the balance INR 2000 million in RFL. The funds raised were utilized for RFL's ongoing business operations and other strategic inorganic opportunities and redemption of existing preference shares.

Avigo is a leading private equity fund with focus on investments in the SME sector in India. Avigo currently manages growth capital & buyout SME fund in India and seeks private equity investments in pre-dominantly growth stage companies, across different industry verticals. Avigo has a combined asset under management ("AUM") of over USD 365 million.

Jacob Ballas is a leading private equity fund with a combined AUM of over USD 600 million. The fund focuses on providing growth capital primarily through minority investments in companies across various industry verticals.

Registration of Health Insurance Business

Religare Health Insurance Company Limited, a subsidiary of your Company, has received registration certificate from Insurance Regulatory and Development Authority to carry on general insurance (health insurance) business vide certificate dated April 26, 2012.

CHANGES IN CAPITAL STRUCTURE

During the financial year ended March 31, 2012, the authorised share capital of the Company has been increased from Rs. 2500 million (Rupees Two Thousand Five Hundred million only) consisting of 200 million (Two Hundred million) Equity Shares of Rs. 10 each and 50 million (Fifty million) Redeemable Preference Shares of Rs. 10 each to Rs. 3000 million (Rupees Three Thousand million only) consisting of 200 million (Two Hundred million) Equity Shares of Rs. 10 each and 100 million (One Hundred million) Redeemable Preference Shares of Rs. 10 each.

Further, consequent to the exercise of options granted under the Employees Stock Option Scheme 2006, 270983 Equity Shares of Rs. 10 each have been allotted during the financial year ended March 31, 2012 to the eligible employees.

During the period under review, the Company had also allotted 19100000 Redeemable Preference Shares of Rs. 10 each to RHC Holding Private Limited and 9597156 Equity Shares of Rs. 10 each on preferential basis to Hospitalia Information Systems Private Limited, promoter group entities.

Consequently, the issued, subscribed and paid up equity share capital increased from Rs.1394.34 million as at March 31, 2011 to Rs. 1493.03 million as at March 31, 2012 and the issued, subscribed and paid up preference share capital increased from Rs. 370 million as at March 31, 2011 to Rs. 561 million as at March 31, 2012.

RIGHTS ISSUE

On May 6, 2011, the Company had filed with the Securities and Exchange Board of India (SEBI) the Draft Letter of Offer (DLOO) for issue of further shares to existing shareholders on a rights basis, for a total issue size of upto Rs. 8,000 million with the option to increase the size of the issue by upto 10%. The Board of Directors in their meeting held on November 12, 2011 decided to withdraw the Rights Issue as pursuant to subsequent changes in the Securities & Exchange Board of India (Substantial Acquisition of Shares & Takeovers) Regulations, 2011, the Company can raise additional capital by way of a preferential issue to the Promoter Group and such a preferential issue allowed the Company to raise capital faster, more conveniently and at a lower cost.

CAPITAL ADEQUACY

As against the minimum prescribed Capital Adequacy Ratio (CAR) of 15% as set out by the Reserve Bank of India (RBI), the Company has a healthy CAR of 30.72% as on March 31, 2012.

RELIGARE EMPLOYEES STOCK OPTION SCHEMES - 2006, 2010 & 2012

Details as required under the Securities and Exchange Board of India (Employees Stock Option Scheme and Employees Stock Purchase Scheme) Guidelines, 1999, for Religare Enterprises Limited Employees Stock Option Scheme, 2006, Religare Employees Stock Option Scheme 2010 and Religare Employees Stock Option Scheme 2012 are disclosed in the Report on Corporate Governance and forms part of the Director's Report.

DIRECTORS

Ms. Kathryn Matthews, an Independent Director, has resigned from the Board of Directors of the Company with effect from May 25, 2012. The Board of Directors places on record their appreciation for the valuable services and guidance provided by Ms. Kathryn Matthews during her tenure as Director of the Company.

In terms of the provisions of the Companies Act, 1956 and Articles of Association of the Company, Mr. Deepak Ramchand Sabnani and Mr. Stuart D Pearce are liable to retire by rotation as Directors at the ensuing Annual General Meeting and being eligible, have offered themselves for re-appointment.

Brief resume of the Directors proposed to be re-appointed, nature of their expertise in specific functional areas and names of companies in which they hold directorships and memberships/chairmanships of Committees of the Board and number of shares held in the Company, as stipulated under clause 49 of the Listing Agreement with the Stock Exchanges, are provided in the Report on Corporate Governance forming part of the Annual Report.

AWARDS AND RECOGNITIONS

Your Company's subsidiaries have received recognition by way of several awards across the businesses during the period under review including the following :

AWARDS :

- Religare Capital Markets Limited has been awarded the coveted Starmine award for the "Best Brokerage Research House" in April 2011.

- Religare Broking TVC (archery creative) won Silver Abby in the Sound and Design craft category at Goafest 2011.

- Religare Capital Markets has been adjudged the "Most Improved Brokerage in the Last 12 Months" by Asia Money Brokers Poll in November 2011.

- Religare Commodities Ltd. has been adjudged the 'Best Commodity Broker'at the Bloomberg UTV Financial Leadership Awards 2012.

- Religare Securities Ltd. has been awarded the 'Best Investor Education & Category Enhancement - Currency Broker' at the Bloomberg UTV Financial Leadership Awards 2012.

CERTIFICATIONS :

- Religare Finvest Limited was awarded with BSI's ISO 9001:2008 certification for Central Processing Unit, Customer Service and Information Technology Functions.

FIXED DEPOSITS

Your Company has neither invited nor accepted any deposits from public within the meaning of Section 58A of the Companies Act, 1956 read with Companies (Acceptance of Deposit) Rules, 1975 during the year under review.

Your Company is registered as a Non-deposit taking Non-Banking Financial Institution (NBFI) vide Certificate No. N-14.03222 dated June 18, 2010 issued by the Reserve Bank of India (RBI). Further, in terms of revised Regulatory framework for Core Investment Companies ("CIC") issued by the RBI on January 5, 2011, the Company has applied to

RBI for registration as a Systemically Important Non-deposit taking Core Investment Company (CIC-ND-SI) and the same is in process at the RBI.

LISTING WITH STOCK EXCHANGES

The Equity Shares of the Company are listed on National Stock Exchange of India Limited and BSE Limited. The annual listing fees for the year 2012-13 has been paid to these Exchanges.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

In view of the nature of activities which are being carried on by the Company, the particulars as prescribed under Section 217(1)(e) of the Companies Act, 1956 read with Companies' (Disclosures of Particulars in the Report of the Board of Directors) Rules, 1988 regarding Conservation of Energy and Technology Absorption are not applicable to the Company.

FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company has incurred expenditure of Rs. 86.87 Million (Previous Year: Rs 51.18 Million) in Foreign Exchange and earned Nil (Previous Year: Nil) in Foreign Exchange during the year under review on a standalone basis.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 217(2AA) of the Companies Act, 1956 with respect to Directors' Responsibility Statement, it is hereby confirmed that:

(i) In the preparation of the annual accounts for the financial year ended March 31, 2012, the applicable accounting standards have been followed along with proper explanations relating to material departures;

(ii) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2012, and of the loss of the Company for the year under review;

(iii) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(iv) the Directors had prepared the annual accounts for the financial year ended March 31, 2012 on a 'going concern' basis.

CORPORATE GOVERNANCE

The Company is committed to uphold the highest standards of Corporate Governance and adhere to the requirements set out by the Securities and Exchange Board of India.

A detailed report on Corporate Governance along with the Certificate of M/s Sanjay Grover & Associates, Company Secretaries, confirming compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges forms part of the Annual Report.

AUDITORS

M/s Price Waterhouse, Chartered Accountants, retires as Statutory Auditors of the Company at the conclusion of the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept the office of the Statutory Auditors, if re-appointed.

AUDITORS' REPORT

The observations of the Auditors in their report read together with the Notes on Accounts are self-explanatory and therefore, in the opinion of the Directors, do not call for any further explanation.

STATEMENT OF PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 and the Companies (Particulars of Employees) Amendment Rules, 2011, the Statement of particulars of employees shall forms part of the Directors' Report.

However, having regard to the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956 this Report along with Corporate Governance Report and Accounts are being sent to all the Shareholders excluding the Statement of particulars of employees under Section 217(2A) of the Act. Any member interested in obtaining a copy of the Statement may write to the Company Secretary at the Registered Office of the Company.

HUMAN RESOURCES

Employees are our vital and most valuable assets. We have created a favourable work environment that encourages innovation and meritocracy. We have also set up a scalable recruitment and human resources management process which enables us to attract and retain high caliber employees. Our employee partnership ethos reflects the Company's longstanding business principles and drives the Company's overall performance with the prime focus to identify, assess, groom and build leadership potential for future.

ACKNOWLEDGEMENTS

Your Directors would like to express their sincere appreciation for the co-operation and assistance received from the Bankers, Regulatory Bodies, Stakeholders including Financial Institutions and other business associates who have extended their valuable sustained support and encouragement during the year under review.

Your Directors also wish to place on record their deep sense of gratitude and appreciation for the commitment displayed by all executives, officers and staff at all levels of the Company, resulting in the successful performance of the Company during the year under review. We look forward for your continued support in the future.

By order of the Board of Directors

For Religare Enterprises Limited

Sd/-

Sunil Godhwani

Place: New Delhi Chairman & Managing Director

Date : July 30, 2012

 
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