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Notes to Accounts of Religare Enterprises Ltd.

Mar 31, 2016

1. OVERVIEW

Religare Enterprises Limited (REL or the Company) is a leading emerging markets financial services company in India. REL was originally incorporated as a private limited company under the Companies Act, 1956 on January 30, 1984. The Company is listed on National Stock Exchange of India Limited (NSE) and BSE Limited (BSE). The Company was registered with the Reserve Bank of India as a Non- Banking Financial Company under section 45 IA of RBI Act, 1934 governed by Non-Banking Financial (Non Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007 (NBFC Directions).

During the previous year ended March 31, 2015, the Company 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"). By virtue of above registration, the provisions of section 45-IA (1)(b) of the Act and provisions of paragraphs 15, 16 and 24 of the Systemically Important Non-Banking financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2015 (NBFC Directions 2015) issued vide Notification No. DNBR. 009/ CGM (CDS) -2015 dated March 27, 2015 not apply to the company, subject to the conditions specified in the CIC Directions. More than 90% of its total assets are invested in Non Current Investments in group companies.

REL is a diversified financial services company with presence in India and abroad operating through its Indian and overseas subsidiaries. The Subsidiaries, Joint Ventures and Associates are primarily engaged in the business of broking in securities and commodities, lending and investments, financial advisory services, custodial and depository operations, portfolio management services, asset management and insurance, institutional equities and investment banking services to its clients.

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.

2.1 During the earlier years the Company has issued 14% REL 2017 Secured Rated Listed Non Convertible Debentures of the face value of Rs.1,000,000 each which are secured by Pari Passu mortgage over the Company''s land, pari passu / exclusive pledge over issued and paid up equity shares of Religare Finvest Limited, held by the company, exclusive charge on the amount in escrow accounts and first ranking charge and hypothecation under the agreement between the company and RFL (RFL Loan Agreement)* (which was subsequently cancelled) and Unconditional and irrevocable personal guarantees of the Promoters in favor of the Debenture Trustees.

*RFL Loan Agreement refers to loan agreements executed or to be executed between the company and RFL whereby the company has extended or will extend loans or similar facilities to RFL which qualify as Tier I or Tier II capital for RFL. Further, as at balance sheet date, apart from investment of Rs.Nil (March 31, 2015 Rs.1,500,000,000) in Compulsory Convertible Debentures of RFL, the company has not made any other loan to RFL.

2.2 During the earlier years the Company has issued Zero Coupon Rated Listed Secured Non Convertible Debentures of face value of Rs.1,000,000 each which are secured by first pari passu charge over land of the Company in Gujarat and pledge over 2,735,914 (Previous Year 34, 492,800) equity shares of Religare Securities Limited and 10,650,000 preference shares of RGAM Investment Advisers Private Limited (Previous Year 33,242,071 equity shares of RGAM Investment Advisers Private Limited) held by the Company.

Subsequent to the Balance Sheet Date, the company has issued and allotted on April 6, 2016 long term unsecured and unlisted redeemable 4,250 Non Convertible Debentures of face value of Rs.1,000,000 each ("NCD") for cash at par, on a private placement basis, aggregating to Rs.3,800,000,000 to Religare Securities Limited and Rs.450,000,000 to RGAM Investment Advisers Private Limited.

3.1 During the previous year ended March 31, 2015, the company entered into Rupee Facility Agreement (Facility Agreement) with the financial institutions, repayable at a bullet payment, for tenure of twelve months, which was secured by pledge of RFL shares, first ranking and exclusive charge by way of hypothecation on the Transaction Account and all the amounts lying therein, first ranking charge and hypothecation, on pari passu basis with the Debenture Trustee, of all the rights, title and interest of the company under the RFL Loan Agreements; first ranking and exclusive charge on the Company Contribution Instruments pursuant to the RFL Pledge Agreement; and the Demand Promissory Note. The pricing of the above loans availed by the company ranges between 14% to 16%. During the year ended March 31, 2016, the company repaid the outstanding Term Loan, as per the terms of the facility agreement in current year and release the related security thereof.

3.2 The maximum amount of face value of the Commercial Papers outstanding at any time during the year was Rs.5,000,000,000/- (Previous Year Rs.Nil). The aggregate amount outstanding is as below:

4.1 There are no adjustments to Intangible Assets on account of borrowing costs and exchange differences. There is no revaluation of assets during the year.

4.2 Losses arising from the retirement of, and gains or losses arising from disposal of intangible assets which are carried at cost or revalued amount are recognised in the Statement of Profit and Loss.

5.1 On March 30, 2016, Compulsory Convertible Debentures (CCD) of Religare Finvest Limited (RFL) were converted into 16,131,946 Equity shares of Face Value of Rs.10 each at an issue price of Rs.92.98 per equity share including premium determined in accordance with the independent valuation as per the terms of the CCD subscription agreement.

5.2 (a) Religare Capital Markets Limited (RCML), a wholly owned subsidiary of the Company, had submitted scheme for reduction of 525,000,000 0.001% Non Convertible Cumulative Redeemable Preference Shares of Rs.10 each fully paid aggregating Rs.5,250,000,000 to High Court and obtained approval on March 23, 2015. The order got registered with Registrar of Companies ("ROC") on May 8, 2015. Accordingly the reduction of preference share capital became effective from May 8, 2015. The Company has written off the cost of investment in aforesaid preference shares of the subsidiary of Rs.7,500,000,000 and written back the provision for diminution in value of said investments aggregating Rs.7,500,000,000. These have been disclosed as Exceptional Items and it has no impact on the Statement of Profit and Loss for year ended March 31, 2016.

(b) Pursuant to the terms of tripartite agreement between the Company, Religare Capital Markets Limited (RCML) and RHC Holding Private Limited, the Company has made payment of calls on partly paid up preference shares of RCML for Rs.2,294,000,000. Due to severe long term restrictions imposed on RCML, full provision has been made against said investment and the same has been disclosed as an exceptional item. Accordingly, committed liability for infusion of share capital by the company is reduced to Nil as on the balance sheet date.

(c) Subsequent to the balance sheet date:

(i) The Company has entered into a definitive agreement on April 15, 2016 to sell its entire investment, held through its step-down subsidiary, Religare Global Asset Management Inc., USA, in Northgate Capital LLC and Northgate Capital LLP

(ii) The Company has entered into a definitive agreement on April 26, 2016 to sell its entire investment, held through its step-down subsidiary, Religare Global Asset Management Inc., USA, in Landmark Partners LLC and its subsidiaries.

(iii) RGAM India has executed a binding term sheet on April 29, 2016 to divest its stake in Religare Portfolio Managers and Advisors Private Limited.

The closing of all three above mentioned transactions is subject to customary conditions including necessary regulatory approval processes. Accordingly the management of the Company has made a detailed assessment of the carrying value of its investment in RGAM India Advisers Private Limited under para 19 of the AS-13 "Accounting for Investment" and provided Rs.498,500,000 as diminution, other than temporary in the value of long term investment and the same has been disclosed as an exceptional Item.

5.3 Pursuant to clause 18.2 of the original JV agreement with Aegon India Holding N.V. ("Aegon"), the Company had complied with the initial Capital Contribution requirement and during the previous year had expressed its desire to exit the JV. As per the restated JV agreement entered between Aegon and the Company on August 25, 2014, Share Purchase Agreement entered into between the company and Bennett, Coleman & Co. Limited (BCCL) on May 08, 2015 and Summary Letter dated December 07, 2015, the Company has transferred its entire holding in the JV to BCCL in compliance with the aforesaid agreements after obtaining all the regulatory approvals. The part advance and the balance sale consideration received for transfer of the aforesaid shares in the JV Company has been accounted for as sale of investment and resulted in a net profit on sale of long term investment of Rs.3,714,742,141 (net of expenses). Accordingly, the company ceased to be a JV Partner. This transaction has been disclosed as an exceptional item and committed liability towards capital contribution is reduced to Nil (Previous Year Rs.1,716,000,000) as on Balance Sheet Date.

5.4 During the previous year ended March 31, 2015, the Investment and Borrowing Committee ("Committee") of the company has sanctioned for conversion of Non Convertible Preference Shares of RGAM Investment Advisers Private Limited (excluding 10,650,000 0.01% Non-Convertible Preference Shares) to 51,008,000 optionally convertible preference shares and than into 87,318,624 equity shares of RGAM at agreed conversion price on March 31, 2015.

6.1 Recovery of Expenses in Note No. 23 "Employee Benefit Expenses" represents the amount ofRs.1,937,982 (March 31, 2015 Rs.280,359) reimbursed by the Group Entities towards the Insurance personnel cost and in Note 26 "Other Expenses" represents the amounts of Rs.241,769,927 (March 31, 2015: Rs.385,904,009) reimbursed by the Group Entities towards the cost of shared common facilities as per mutually agreed terms with such entities.

7.1 Includes Service Tax demand against the company for which an appeal to Appellate Tribunal under Section 86 of the Finance Act, 1994 (32 of 1994) has been filed. The company has deposited Rs.500,000 as a condition precedent of hearing the appeal before the Ld. Commissioner appeals. The appeal has not been fixed for hearing.

7.2 During the earlier years, the company entered into tripartie agreement between the company, RCML and RHC Holding (P) Limited and consented to infuse additional capital (maximum of Rs.11,198,324,647) in Religare Capital Limited in the eventuality of a liquidity requirement by RCML and its subsidiaries to discharge its outstanding borrowings including subsequent financing by any other lender. The said capital commitment has been disclosed as a contingent liability in the financial statements of the company till March 31, 2015.

Pursuant to above agreements, the company has invested preference share capital of Rs.2,294,000,000 in current year. The company has made provision against the said investments and disclosed as an Exceptional Item in Statement of Profit and Loss Account. Accordingly, aforesaid commitment/ contingent liability of the company is reduced to Nil (Previous Year Rs.2,294,000,000).

7.3 For capital commitment in Joint Venture Refer Note 15.3

8 Employees Benefits - Gratuity and Leave Encashment

The following tables summarize the components of the net employee benefit expenses recognized in the Statement of Profit and Loss, the fund status and amount recognized in the Balance Sheet for the gratuity and leave encashment for the year ended March 31, 2016.

For the previous year ended March 31, 2015, the accrued leave balance of the transferred employees is Nil, the Company has reversed the excess provision created in earlier years. Further there are no employees eligible for gratuity and no provision is provided for as at March 31, 2016.

9. Other Notes

a. (i) During the previous year ended March 31, 2015, the Company 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 RBI under the CIC Directions. By virtue of the CIC registration as aforesaid, the provisions of section 45-IA (1)(b) of the RBI Act, 1934 and provisions of Paragraph 15 - "Asset Income Pattern", Paragraph 16 - "Requirement to Capital Adequacy" and Paragraph 24 - "Concentration of Credit/Investment" of the NBFC Directions 2015 shall not apply to the company, subject to the conditions specified in the CIC Directions. Further, pursuant to the Revised Regulatory framework issued vide notification no DNBR (PD) CC No.002/03.10.1001/2014-15 dated November 10, 2014 and Guidelines on Corporate Governance - Review issued vide notification no DNBR (PD) CC No.029/03.10.001/2014-15 dated April 10, 2015, compliance requirement of Corporate Governance are exempted for a CIC Company. Accordingly, the Company has not disclosed matters specified in the said guidelines.

10. Other Notes

a. Classification of Loans and Advances and provision for Non-Performing Assets/ Provision for dimunition of Investments Other than Long Term has been made in accordance with the NBFC Directions after considering subsequent recoveries and realizable value of investments respectively. Provision for Long Term Investment is made as per Accounting Standard (AS) -13, "Accounting for Investments" of Institute of Chartered Accountant of India (ICAI).

The classification of loans into standard, sub-standard and loss assets and investments have been disclosed at gross value and the corresponding provision against non-performing assets/ investments has been included under provisions in accordance with NBFC Directions.

b. There are no transactions during the year with Micro, Small and Medium enterprises and as such there is no balance outstanding as at March 31, 2016.

c. The provision for Income Tax for year ended March 31, 2016 has been made on an estimated basis in accordance with the provision of Income Tax Act, 1961 of India. No provision has been made for Corporate Dividend Tax in view of Exemption u/s 115-O of Income Tax Act, 1961.

d. During the year ended March 31, 2012 Religare Finvest Limited (RFL), one of the subsidiaries of the company, has raised Rs.150 Cr and Rs.200 Cr from Avigo Investments Limited, Mauritius and Nylim Jacobs Ballas India Fund III, LLC respectively through compulsory convertible preference shares, the conversion of which is linked to the performance of the said subsidiary for the financial year 2013. Pursuant to the tripartite agreement, REL has given assurance to compensate shortfall in Internal Rate of Return (IRR) of 14% p.a. subject to the terms of agreement. In the opinion of the management of the company, the probability of any liability towards the said assurance is remote considering the track record of financial results, distribution of profits, networth of RFL and the value of shares based on the similar issues in the prior years which justifies higher IRR than 14% on exit of the said investors. Accordingly, management of the company is not anticipating any future liability on this assurance.

e. The Company operates in only one business segment and one geographical segment and hence segment information is not required as per Accounting Standard -17.

11. Previous Year Figures

Previous year figures have been regrouped, re-arranged and reclassified wherever necessary to conform to the current period''s classification.


Mar 31, 2015

1. OVERVIEW

Religare Enterprises Limited ("REL or the Company") is a leading emerging markets financial services company in India. REL was originally incorporated as a private limited company under the Companies Act, 1956 on January 30, 1984. The Company is listed on National Stock Exchange of India Limited (NSE) and BSE Limited (BSE). The Company was registered with the Reserve Bank of India as a Non- Banking Financial Company under section 45 IA of RBI Act, 1934 governed by Non-Banking Financial (Non Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007 ("NBFC Directions"). During the year ended March 31, 2015, the Company 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"). By virtue of above registration , the provisions of section 45-IA (1)(b) of the Act and provisions of paragraphs 15, 16 and 24 of the Systemically Important Non-Banking financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2015 ("NBFC Directions 2015") issued vide Notification No. DNBR. 009/ CGM (CDS) -2015 dated March 27, 2015 not apply to the company, subject to the conditions specified in the CIC Directions. More than 90% of its total assets are invested in long term investments in group companies.

REL is a diversified financial services company with presence in India and abroad operating through its Indian and overseas subsidiaries. The Subsidiaries, Joint Ventures and Associates are primarily engaged in the business of broking in securities and commodities, lending and investments, financial advisory services, custodial and depository operations, portfolio management services, asset management and insurance, institutional equities and investment banking services to its clients.

2. The Board of Directors of the Company on March 31, 2014, subject to necessary approval(s), has approved the proposal of raising funds upto Rs.55,000 lacs, by way of preferential allotment of equity shares to Bestest Developers Private Limited ("BDPL") and Standard Chartered Bank (Mauritius) Limited ("SCB"), non promoter companies. During the year ended March 31, 2015 , as per the shareholders approval dated May 8, 2014 the company has allotted on preferential basis 8,554,833 equity shares of Rs.10 each fully paid and 7,349,385 equity shares of Rs.10 each fully paid up to BDPL and SCB respectively at a price of Rs.316.78 per share including premium for repayment of its debt obligations, to redeem preference shares of the Company, to meet capital expenditure and for the general corporate purposes.

3. The rights, preferences and restrictions attaching to equity shares including restrictions on the distribution of dividends and the repayment of capital is as under:

The Company has only one class of equity shares having a face value of Rs.10 per share. Each shareholder is entitled to one vote per share. The company declares and pays dividend in Indian Rupee. The dividend proposed by the Board of the Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting except in case of Interim Dividend. In the event of the liquidation of the company, the holder of the equity shares will be entitled to receive any of the remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion of the number of the equity shares held by the equity share holders.

The rights, preferences and restrictions attaching to Preference Shares including restrictions on the distribution of dividends and the repayment of capital is as under:

Board of Directors of the Company on 28th September 2013 approved the proposal to seek the consent of preference shareholders of the Company to vary the terms and conditions of 5.61 cr preference shares of face value of Rs.10/- each including but not limited to the change in date of redemption. All Preference shareholders have given their consent on October 15, 2013 under section 48 (1) of the Companies Act, 2013 (erstwhile Section 106 of the Companies Act, 1956) to vary the terms and conditions.

The company has three classes of Preference Shares:

13.66% Cumulative Redeemable Preference Shares

The face value of each share is Rs.10.The shares shall have same voting rights applicable to the preference shares under the Companies Act, 2013. Each preference share entitles the holder a right to receive, in priority to Equity shareholder , preference dividend on cumulative basis at a rate not exceeding 13.66% per financial year. In the event of liquidation of the Company, the holder is entitled to receive in priority to all equity shares, amount equal to the total of paid up capital plus the redemption premium, any unpaid dividend as per the terms of issue. The shares are allotted in three tranches on October 31, 2008, December 3, 2010 and April 27, 2011 having face value of Rs.250,000,000, 120,000,000 and Rs.130,000,000 respectively at Rs.100 each (including premium of Rs.90 per share). The Board of Directors of the Company in its meeting held on May 30, 2014 approved the proposal to redeem the above mentioned class of preference shares out of funds raised through preference allotment of Equity shares of the Company. On June 2, 2014, the Company redeemed 12,000,000 shares at a premium of Rs.144.26 per share and 13,000,000 shares at a premium of Rs.138.28 per share.

The repayment terms of preference shares issued are as below:

The above shares are redeemable at a premium not exceeding Rs.269.36 (Previous Year Ended March 31, 2014 Rs.269.36 per share(Tranche I), Rs.218.42 per share(Tranche II), Rs.209.14 per share (Tranche III)) on October 31, 2018 or at an earlier date as may be decided by the Board of Directors of the Company.

11.00% Cumulative Non-Convertible Redeemable Preference Shares

The face value of each share is Rs.10. The shares shall have same voting rights applicable to the preference shares under the Companies Act, 2013. Each preference share entitles the holder a right to receive, in priority to Equity shareholder , preference dividend on cumulative basis at a rate not exceeding 11.00% per financial year. In the event of liquidation of the Company, the holder is entitled to receive in priority to all equity shares, amount equal to the total of paid up capital plus the redemption premium, any unpaid dividend as per the terms of issue. The shares were allotted in one tranche on November 12, 2011 having face value of Rs.35,000,000 at Rs.100 each (including a premium of Rs.90 per share). The Board of Directors of the Company in its meeting held on May 30, 2014 approved the proposal to redeem the above mentioned class of preference shares out of funds raised through preference allotment of Equity shares of the Company. On June 2, 2014, the Company redeemed 3,500,000 shares at a premium of Rs.130.75 per share.

0.01% Cumulative Non-Convertible Redeemable Preference Shares

The face value of each share is Rs.10. The shares shall have same voting rights applicable to the preference shares under the Companies Act, 2013. Each preference share entitles the holder a right to receive, in priority to Equity shareholder, preference dividend on cumulative basis at a rate not exceeding 0.01% per financial year. In the event of liquidation of the Company, the holder is entitled to receive in priority to all equity shares, amount equal to the total of paid up capital plus the redemption premium, any unpaid dividend as per the terms of issue. The shares were allotted in one tranche on January 24, 2012 having face value of Rs.26,000,000 at Rs.100 each (including a premium of Rs.90 per share). The Board of Directors of the Company in its meeting held on May 30, 2014 approved the proposal to redeem the above mentioned class of preference shares out of funds raised through preference allotment of Equity shares of the Company. On June 2, 2014, the Company redeemed 2,600,000 shares at a premium of Rs.137.01 per share.

The redemption of above shares had been made out of proceeds of preferential allotment of shares as stated in Note 3.2 in accordance with provisions of Section 55 of the Companies Act, 2013 (erstwhile Section 80 of the Companies Act 1956) and no amount required to be transferred to Capital Redemption Reserve, since the redemption of the aforesaid preference shares has been made out of proceeds of the preferential allotment.

Preference Shareholders of the Company relinquished their voting rights in respect of their preference shares arising by virtue of Section 47(2)of the Companies Act, 2013 (erstwhile Section 87 (2) (b) of the Companies Act, 1956).

3. There are no shares bought back by the company during the period of five years immediately preceding the Balance Sheet Date. There are no securities that are convertible into equity/ preference shares other than employee stock options issued by the Company.

4 During the period ended March 31, 2015, the company entered into Rupee Facility Agreement ("Facility Agreement") with the financial institutions, repayable at a bullet payment, for tenure of twelve months. The pricing of above the above loans availed by the company ranges between 14% to 16%

The above facilities are secured by pledge of RFL Shares held by the company pursuant to the RFL Share Pledge Agreement, on pari passu basis; first ranking and exclusive charge by way of hypothecation on the Transaction Account and all the amounts lying therein, including the Receivables, and all Permitted Investments made therefrom as per Facility Agreement; first ranking charge and hypothecation, on pari passu basis with the Debenture Trustee, of all the rights, title and interest of the company under the RFL Loan Agreements; first ranking and exclusive charge on the Company Contribution Instruments pursuant to the RFL Pledge Agreement; and the Demand Promissory Note.

5. For the previous year ended March 31, 2014, It includes Privately Placed Un Secured Compulsory Convertible Debentures (CCD's) Rs.4,048,354,000. On May 6, 2014 the CCD's were converted into 12,817,331 Equity Shares of face value of Rs.10 each at an issue price of Rs.315.85/- per equity share including premium determined in accordance with the SEBI (ICDR) Regulations, 2009 to International Finance Corporation ("IFC")

6. During the year ended March 31, 2015, unclaimed amount of application money held in escrow account with banks in respect of Initial Public Offer by the company in 2007 for Rs.2,959,273 has been depsoited by the respective banks under instructions of the company with Investor Education and Protection Fund account of the Central Government under Section 205 C of the Companies Act, 1956.

7 Short Term Provisions

8. Contingency provision represents 0.25% of the Outstanding Standard Loans, which is in compliance with RBI notification number RBI/2010-11/370 DNB.PD.CC No.207/03.02.2002/2010-11 dated January 17, 2011.

9 Tangible Assets

There are no adjustments to Tangible Assets on account of borrowing costs and exchange differences. There is no revaluation of assets during the year.

Pursuant to the provisions of The Companies Act, 2013 (the Act), the Company has computed depreciation on fixed assets other than intangible assets with reference to the estimated useful life of assets prescribed in Schedule II to the Act or actual useful life of assets whichever is lower. In respect of the assets, where the useful life is completed as per the Act, the Written Down Value (WDV) as at April 1,2014 has been adjusted in Surplus in Statement of Profit and Loss for Rs.8,411 and in other cases the WDV as at April 1, 2014 is depreciated over the remaining life of the assets and recognised in the Statement of Profit and Loss that has resulted in charge of depreciation higher by Rs.645,163 for the year ended March 31,2015 due to change in estimates.

10 Intangible Assets

There are no adjustments to Intangible Assets on account of borrowing costs and exchange differences. There is no revaluation of assets during the year.

11. Pursuant to clause 18.2 of the original JV agreement with Aegon India Holding N.V. ("Aegon"), the company has complied with the initial Capital Contribution requirement and during the year has expressed its desire to exit the JV. As per the restated JV agreement entered between Aegon and the Company in August 2014 and Share Purchase Agreement entered into between Bennett, Coleman & Co. Limited (BCCL) subsequent to the Balance Sheet Date i.e. on May 08, 2015, the Company has agreed to transfer its entire holding in the JV to BCCL in compliance with the aforesaid agreements and subject to various regulatory approvals. The necessary applications for approvals from IRDAI, FIPB, and CCI have been made by the JV Company and awaiting relevant approvals. Pursuant to the aforesaid agreement, the Company has received a part advance from Aegon towards their capital protection with minimum compounded return against the proposed future transfer of shares in the JV Company. The value of the Bank Guarantee has been reduced to the extent of such advance received. The funds received have been partly utilized for early redemption of NCDs issued by the company and release of securities i.e. receivables from Aegon, including aforesaid bank guarantee. The Bank Guarantee has been reassigned in favour of the Company for a reduced value as aforesaid.

The Company has appointed a financial advisor in connection with the proposed sale as aforesaid. Upfront fee paid till date has been accounted for as an 'Advance' pending transfer of shares to the prospective purchaser as per the terms of the Share Purchase Agreement.

In terms of restated JV agreement pending transfer of shares, the parties have given commitment to contribute incremental capital in JV company, if called for, subject to the conditions stated therein. The company has made an additional investment of Rs.132 lacs (out of Rs.17,292 lacs) during the year and committed liabilitiy have been reducted by said amount. Since a part advance is received and for the balance amount the guarantee is in force, no provision for diminution in the value of the said long term investment has been made. Accordingly, the capital gains will be recognized in the Statement of Profit and Loss on completion of transfer of shares to the third party after obtaining necessary regulatory approvals.

12. Pursuant to the High Court vide order dated March 23, 2015, RCML filed the certified copy of the order with ROC which got registered on 08 May 2015 and accordingly the reduction of shares capital became effective from May 08, 2015. Since the company has already impaired the investment held in such preference share capital in previous years, there will be no impact on the Statement of Profit and Loss.

13. During the year ended March 31,2015, the Investment & Borrowing Committee ("Committee") of the company has sanctioned for conversion of Non Convertible Preference Shares of RGAM Investment Advisers Private Limited (excluding 10,650,000 0.01% Non-Convertible Preference Shares) to optionally convertible preference shares and thereby equity shares.

14. The Company has sold 100% equity shares of the SMPL Financial Consultancy Services Limited (formerly Religare Financial Consultancy Services Limited) at an aggregate price of Rs.50,000,000 and received Rs.25,100,000 against such consideration.

15. It includes demand of Service Tax against which company has filed an appeal to Appellate Tribunal under Section 86 of the Finance Act, 1994 (32 of 1994) . The company has deposited Rs.500,000 as a condition precedent of hearing the appeal before the Ld. Commissioner appeals.

16. (a) During the earlier years, the company entered into tripartie agreement between the company, RCML and RHC Holding (P) Limited and consented to infuse additional capital (maximum of Rs.11,198,324,647) in Religare Capital Limited in the eventuality of a liquidity requirement by RCML and its subsidiaries to discharge its outstanding borrowings including subsequent financing by any other lender. The said capital commitment has been disclosed as a contingent liability in the financial statements of the company.

Pursuant to above agreements, the company invested in preference share capital of RCML of Rs.806,000,000 in the previous year. The company has made provision against the said investments and disclosed as an Exceptional Item in Statement of Profit and Loss of previous year.

Accordingly, aforesaid commitment/ contingent liabilty of the company is reduced.

(b) For capital commitment in Joint Venture (JV) Refer Note 15.1.

17. Employees Benefits

The following tables summarize the components of the net employee benefit expenses recognized in the Statement of Profit and Loss, the fund status and amount recognized in the Balance Sheet for the gratuity and leave encashment for the year ended March 31, 2015.

For the year ended March 31,2015, the accrued leave balance of the transferred employees is Nil, the Company has reversed the excess provision created in earlier years. Accordingly no actuarial valuation has been made for leave encashment. Further there are no employee eligible for gratuity and no provision is provided for as at March 31, 2015.

18. Related Party Disclosures

Nature of Relationship

(a) (i) Subsidiaries

Religare Securities Limited

Religare Finvest Limited

Religare Finance Limited

Religare Capital Markets Limited

REL Infrafacilities Limited

Religare Arts Initiative Limited

Religare Health Insurance Company Limited

Religare Capital Markets (India) Limited

RGAM Investment Advisers Private Limited

Religare Commodity Broking Private Limited

Vistaar Capital Advisors Limited (till March 28, 2014) (formerly Vistaar Religare Capital Advisors Limited)

a (ii) Subsidiaries of Subsidiary

Religare Arts Investment Management Limited

Religare Invesco Asset Management Company Private Limited

Religare Global Asset Management Inc. (wholly owned subsidiary of RGAM Investment Advisers Private Limited)

Religare Invesco Trustee Company Private Limited

Religare Venture Capital Limited

Religare Advisory Services Limited (till March 27, 2015)

Religare Commodities Limited

Religare Wealth Management Limited (formerly known as Religare Macquarie Wealth Management Limited) (w.e.f. November 27, 2013)

Religare Investment Advisors Limited

Northgate Capital Asia (India) Limited Religare Comtrade Limited

Religare Housing Development Finance Corporation Limited Religare Share Brokers Limited

Religare Portfolio Managers and Advisors Private Limited (became subsidiary w.e.f. April 15, 2013)

Religare Capital Markets International (Mauritius) Limited (till January 22, 2015)

Religare Capital Markets International (UK) Limited

Religare Capital Markets (Europe) Limited (formerly Religare Capital Markets Plc)

Religare Health Trust Trustee Manager Pte Limited

Hichens, Harrison (Ventures) Limited (dissolved w.e.f. October 15, 2013)

Religare Capital Markets (UK) Limited

Religare Capital Markets Corporate Finance Pte Limited (formerly known as Religare Capital Markets Advisers Pte. Ltd.) London Wall Nominees Limited (upto July 23, 2013) Charterpace Limited Tobler (Mauritius) Limited Tobler UK Limited

Religare Global Asset Management Japan Co. Limited (dissolved on September 24, 2013)

Religare Investment Holdings (UK) Limited

Religare Securities Australia Pty Limited (dissolved w.e.f. October 30, 2013)

(Formerly known as Relsec Australia Pty. Ltd)

Bartleet Religare Securities (Private) Limited (formerly known as Bartleet Mallory Stock Brokers Private Ltd)

Bartleet Asset Management Private Limited

Religare Bartleet Capital Markets (Private) Limited

Northgate Capital LLC

Northgate Capital Asia Limited, Honk Kong

Northgate Mexico S. de R.L de C.V., Mexico

Northgate Capital LP

Kyte Management Limited (KML)

Religare Capital Markets (Hong Kong) Limited (formerly known as Central Joint Enterprises Limited)

Religare Capital Markets (Singapore) Pte Limited (formerly known as Central Joint Enterprises Pte Limited, Singapore) Strategic Research Limited

BJM (UK) Nominee Ltd (dissolved w.e.f. June 7, 2013

Religare Capital Markets (Beijing) Limited (dissolved w.e.f. January 26, 2015)

Landmark Partners LLC Landmark Realty Advisors LLC Landmark Equity Advisors LLC Religare Capital Markets Inc.

Mill Pond Associates LLC

LMK Services Inc (from June 2, 2013)

Big Vision Consultants Private Limited

Cheryl Advisory Private Limited (subsidiary till November 26, 2013)

Empower Expertise Private Limited

a (iii) Joint Ventures of Subsidiaries

IBOF Investment Management Private Limited (formerly Quadria Investment Management Private Limited) Milestone Religare Capital Management Limited India Built Out Fund II Limited

a (iv) Associate of Susbidiaries

Religare Credit Advisors LLP (incorporated on December 20, 2013)

Noah Capital Markets (Pty) Ltd

YourNest Capital Advisors Private Limited ( w.e.f. January 2, 2015)

Argil Advisors LLP (formerly Cerestra Capital Advisors LLP (incorporated on February 7, 2014)

Valuequest Capital LLP

Noah Nominees (Pty) Limited

Investment Professionals Ltd Galileo Portfolio Securities Ltd IPRO Stockbroking Ltd IPRO Fund Management Ltd IPRO Botswana (Pty) Ltd

(b) Joint Ventures

Religare Wealth Management Limited (formerly known as Religare Macquarie Wealth Management Limited) (ceased to be joint venture w.e.f. November 27, 2013)

Aegon Religare Life Insurance Company Limited

(c) Individuals owning directly or indirectly interest in voting power that gives them control

Mr. Malvinder Mohan Singh Mr. Shivinder Mohan Singh

(d) Key Managerial personnel

Mr. Sunil Godhwani - Chairman & Managing Director Mr. Shachindra Nath - Group CEO Mr. Anil Saxena - Group CFO

(e) Enterprises over which key (c) and (d) are able to exercise significant influence

RHC Holding Private Limited RC Nursery Private Limited Oscar Investments Limited ANR Securities Private Limited Ranchem Private Limited RWL Healthword Limited Finserve Shared Services Limited Dion Global Solutions Limited Healthfore Technologies Limited Ligare Travels Limited Ligare Aviation Limited Ligare Voyages Limited

34. Other Notes

a. (i) Pursuant to the application made to the Reserve Bank of India ("RBI") in prior years, the Company 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 RBI under the CIC Directions.

By virtue of the CIC registration as aforesaid, the provisions of section 45-IA (1)(b) of the RBI Act, 1934 and provisions of Paragraph 15 - "Asset Income Pattern", Paragraph 16 - "Requirement to Capital Adequacy" and Paragraph 24 - "Concentration of Credit/Investment" of the NBFC Directions 2015 shall not apply to the company, subject to the conditions specified in the CIC Directions.

Further, pursuant to the Revised Regulatory framework issued vide notification no DNBR (PD) CC No.002/03.10.1001/2014-15 dated November 10, 2014 and Guidelines on Corporate Governance - Review issued vide notification no DNBR (PD) CC No.029/03.10.001/2014-15 dated April 10, 2015, compliance requirement of the Corporate Governance are exempted for a CIC Company. Accordingly, the Company has not disclosed matters specified in the said guidelines.

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.

b The paid up capital of the Company comprises of domestic and foreign direct investment funds as per FEMA regulations.

During the year under audit, the company has invested, as a part of its treasury management activities, surplus funds

in short term debt/liquid mutual funds.

19. Other Notes

a. Classification of Loans and Advances and provision for Non-Performing Assets/ Provision for dimunition of Investments Other than Long Term has been made in accordance with the NBFC Directions after considering subsequent recoveries and realizable value of investments respectively. Provision for Long Term Investment is made as per Accounting Standard (AS) -13, "Accounting for Investments" of Institute of Chartered Accountant of India (ICAI).

The classification of loans into standard, sub-standard and loss assets and investments have been disclosed at gross value and the corresponding provision against non-performing assets/ investments has been included under provisions in accordance with NBFC Directions.

b. There are no transactions during the year with Micro, Small and Medium enterprises and as such there is no balance outstanding as at March 31, 2015

c. During the financial year ended March 31, 2012, the Company had paid remuneration to Chairman and Managing Director ("CMD") in excess of the limits prescribed under section 198 read with Schedule XIII by Rs.76,061,538 as per the terms of agreement pending approval of Ministry of Corporate Affairs (MCA). The Company has reversed the excess remuneration in the previous year and subsequently recovered the said amount. During the year ended March 31, 2015, the company has received an approval from MCA amounting to Rs.12,730,000 which has been paid and charged to the Statement of Profit and Loss.

d. The provision for Income Tax for year ended March 31, 2015 has been made on an estimated basis in accordance with the provision of Income Tax Act, 1961 of India. No provision has been made for Corporate Dividend Tax in view of Exemption u/s 115-O of Income Tax Act, 1961.

e. Operating Cycle

An asset or a liability is classified as current when it satisfies any of the following criteria:

a. it is expected to be realized / settled, or is intended for sale or consumption, in the Company's normal operating

cycle; or

b. it is held primarily for the purpose of being traded; or

c. it is expected to be realized / due to be settled within twelve months after the reporting date; or

d. it is cash or cash equivalent unless it is restricted from being exchanged or used to settle a liability for at least

twelve months after the reporting date; or

e. the Company does not have an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.

All other assets and liabilities are classified as non-current.

f. During the year ended March 31, 2012 Religare Finvest Limited (RFL), one of the subsidiaries of the company, has raised Rs.150 Cr and Rs.200 Cr from Avigo Investments Limited, Mauritius and Nylim Jacobs Ballas India Fund III, LLC respectively through compulsory convertible preference shares, the conversion of which is linked to the performance of the said subsidiary for the financial year 2013. Pursuant to the tripartite agreement, REL has given assurance to compensate shortfall in Internal Rate of Return (IRR) of 14% p.a. subject to the terms of agreement. In the opinion of the management of the company, the probability of any liability towards the said assurance is remote considering the track record of financial results, distribution of profits, networth of RFL and the value of shares based on the similar issues in the prior years which justifies higher IRR than 14% on exit of the said investors. Accordingly, management of the company is not anticipating any future liability on this assurance.

g. The Company operates in only one business segment and one geographical segment and hence segment information is not required as per Accounting Standard -17.

20. Previous Year Figures

Previous year figures have been regrouped, re-arranged and reclassified wherever necessary to conform to the current period's classification.


Mar 31, 2014

1 OVERVIEW

Religare Enterprises Limited ("REL" or "the Company") is a leading emerging markets financial services company in India. REL was originally incorporated as a private limited company under the Companies Act, 1956 on January 30, 1984.

The Company is listed on National Stock Exchange (NSE) and BSE Limited (BSE). The Company is also registered with the Reserve Bank of India as a Non- Banking Financial Company under section 45 IA of RBI Act, 1934 governed by Non-Banking Financial (Non Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007 ("NBFC Directions"). More than 90% of its total assets are invested in long term investments in group companies.

REL is a diversified financial services company with presence in India and abroad operating through its Indian and overseas subsidiaries. The Subsidiaries, Joint Ventures and Associates are primarily engaged in the business of broking in securities and commodities, lending and investments, financial advisory services, custodial and depository operations, portfolio management services, asset management and insurance, institutional equities and investment banking services to its clients.

1.2 The rights, preferences and restrictions attaching to equity shares including restrictions on the distribution of dividends and the repayment of capital is as under:

The Company has only one class of equity shares having a face value of Rs. 10 per share. Each shareholder is entitled to one vote per share. The company declares and pays dividend in Indian Rupee. The dividend proposed by the Board of the Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting except in case of Interim Dividend. In the event of the liquidation of the company, the holder of the equity shares will be entitled to receive any of the remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion of the number of the equity shares held by the equity share holders.

The rights, preferences and restrictions attaching to Preference Shares including restrictions on the distribution of dividends and the repayment of capital is as under:

Board of Directors of the Company on 28th September 2013 approved the proposal to seek the consent of preference shareholders of the Company to vary the terms and conditions of 5.61 cr preference shares of face value of Rs. 10/- each including but not limited to the change in date of redemption. All Preference shareholders have given their consent on October 15, 2013 under section 106 of the Companies Act, 1956 to vary the terms and conditions

The company has three classes of Preference Shares:

13.66% Cumulative Redeemable Preference Shares

The face value of each share is Rs. 10.The shares shall have same voting rights applicable to the preference shares under the Companies Act, 1956. Each preference share entitles the holder a right to receive, in priority to Equity shareholder, preference dividend on cumulative basis at a rate not exceeding 13.66% per financial year. In the event of liquidation of the Company, the holder is entitled to receive in priority to all equity shares, amount equal to the total of paid up capital plus the redemption premium, any unpaid dividend as per the terms of issue. The shares are allotted in three tranches on October 31, 2008, December 3, 2010 and April 27, 2011 having face value of Rs. 250,000,000, 120,000,000 and Rs. 130,000,000 respectively at Rs. 100 each (including premium of Rs. 90 per share).

11.00% Cumulative Non-Convertible Redeemable Preference Shares

The face value of each share is Rs. 10. The shares shall have same voting rights applicable to the preference shares under the Companies Act, 1956. Each preference share entitles the holder a right to receive, in priority to Equity shareholder , preference dividend on cumulative basis at a rate not exceeding 11.00% per financial year. In the event of liquidation of the Company, the holder is entitled to receive in priority to all equity shares, amount equal to the total of paid up capital plus the redemption premium, any unpaid dividend as per the terms of issue. The shares were allotted in one tranche on November 12, 2011 having face value of Rs. 35,000,000 at Rs.100 each (including a premium of Rs. 90 per share).

0.01% Cumulative Non-Convertible Redeemable Preference Shares

The face value of each share is Rs. 10. The shares shall have same voting rights applicable to the preference shares under the Companies Act, 1956. Each preference share entitles the holder a right to receive, in priority to Equity shareholder , preference dividend on cumulative basis at a rate not exceeding 0.01% per financial year. In the event of liquidation of the Company, the holder is entitled to receive in priority to all equity shares, amount equal to the total of paid up capital plus the redemption premium, any unpaid dividend as per the terms of issue. The shares were allotted in one tranche on January 24, 2012 having face value of Rs. 26,000,000 at Rs. 100 each (including a premium of Rs. 90 per share).

The redemption of above class of shares can be made either out of the profits of the Company or proceeds of fresh issue of shares made for the purpose of redemption Preference Shareholders of the Company relinquished their voting rights in respect of their preference shares arising by virtue of Section 87(2)(b) of the Companies Act, 1956.

1.3 There are no shares bought back by the company during the period of five years immediately preceding the Balance Sheet Date. There are no securities that are convertible into equity/ preference shares other than employee stock options and Compulsory Convertible Debentures (CCDs) issued by the Company.

1.4 Details of Privately Placed Secured Non Convertible Debentures (NCD''s) outstanding as on March 31, 2014 are as below:

The above debentures are privately placed with FIIs/ Corporates/ Banks and Trusts. As per Trust deed, Non-Convertible Debentures are also secured by specific charge on immovable property of insignificant value.

Note 1 : For the year ended March 31, 2014, the Company issued privately placed Zero Coupon Non Convertible Debentures (NCDs) and 10.5% Non Convertible Debentures (NCDs) of face value of Rs. 1,000,000 each. These NCDs are listed on October 8, 2013 on the Whole Debt Segment (WDM Segment) of BSE Limited ("BSE") in denomination of Rs.10 lacs each. The said NCDs are secured by first pari passu charge on freehold land of the Company, assignment of the relevant provisions of the Joint Venture Agreement and the bank guarantee.

Note 2 : For the previous year ended March 31, 2013, the Company issued 14% REL 2017 Secured Rated Listed Non Convertible Debentures of the face value of Rs. 1,000,000 each for a tenor of 4 years, 3 months and 2 days. These Debentures are secured by Pari Passu mortgage over the Company''s immovable property in Gujarat, exclusive pledge over issued and paid up equity shares of Religare Finvest Limited, held by the company, exclusive charge on the amount in escrow accounts and first ranking charge and hypothecation under the agreement between the company and RFL (RFL Loan Agreement)* and Unconditional and irrevocable personal guarantees of the Promoters in favor of the Debenture Trustees.

*RFL Loan Agreement refers to loan agreements executed or to be executed between the company and RFL whereby the company has extended or will extend loans or similar facilities to RFL which qualify as Tier I or Tier II capital for RFL. Further, as at balance sheet date, apart from investment of Rs. 150 crore in Compulsory Convertible Debentures of RFL, the company has not made any other loan to RFL.

Note 3 : For the previous year ended March 31, 2013, the Company issued Zero Coupon Rated Listed Secured Non Convertible Debentures of face value of Rs.1,000,000 each for a tenor of 5 years. These Debentures are secured by first pari passu charge over immovable property of the Company in Gujarat and pledge over 33,242,071 (Previous Year 3,11,50,000) equity shares of RGAM Investment Advisers Private Limited (formerly RGAM Corporation Private Limited) held by the Company. During the year ended March 31, 2014, the Company has bought back and cancelled 1,240 Zero Coupon Secured Rated Listed Non Convertible Debentures face value of Rs. 1,000,000 each.

5.2 Details of Privately Placed Un Secured Compulsory Convertible Debentures (CCD''s) outstanding as on March 31, 2014 are as below

During the previous year ended March 31, 2013, Board of Directors at its meeting held on September 29, 2012 and Extra - Ordinary General Meeting of Shareholders held on October 26, 2012 have approved to offer and allot 1,000 equity shares of the face value of Rs. 10/- each on a preferential allotment basis to International Finance Corporation ("IFC"), a member of the World Bank Group, at an issue price of Rs. 315.85/- per equity share determined in accordance with the SEBI (ICDR) Regulations, 2009 and upto 45,00,000 CCDs of the face value of Rs. 1000/- each, to be allotted at par, on a preferential allotment basis to IFC in accordance with the SEBI (ICDR) Regulations, 2009, subject to the overall investment by IFC not exceeding USD 75 Million. Accordingly, Share Allotment Committee of the Company in its meeting held on May 6, 2014 has allotted 12,817,331 Equity Shares of face value of Rs. 10 each to International Finance Corporation ("IFC") pursuant to conversion of all CCD (4,048,354) of face value of Rs. 1000 each.

9.2 None of the loans have been guaranteed by the directors. There is no default as on the balance sheet date in repayment of principal loans and interest.

12.1 Contingency provision represents 0.25% of the Outstanding Standard Loans, which is in compliance with RBI notification number RBI/2010-11/370 DNB.PD.CC No.207/03.02.2002/2010-11 dated January 17, 2011.

13.1 There are no adjustments to Tangible Assets on account of borrowing costs and exchange differences. There is no revaluation of assets during the year.

14.1 There are no adjustments to Intangible Assets on account of borrowing costs and exchange differences. There is no revaluation of assets during the year.

15.3 Pursuant to Clause 19.3 and 19.4 of JV agreement dated December 12, 2006 and supplementary agreement dated June 19, 2007 entered into between Aegon India Holding N.V. ("Aegon"), Religare Enterprises Limited, Aegon has provided capital protection through an irrevocable Bank Guarantee (BG) from Royal Bank of Scotland (India) covering the capital contribution with compounding return at an agreed rate(s) between the aforesaid joint venture partners.The aforesaid BG has been assigned in favour of Non-Convertible Debentures ("NCD") holders of the Company referred in Note 5.1.

The compounded return in excess of investment made will be recognised in the Standalone Financial Statement on invocation of BG or exit by sale of investment pursuant to the aforesaid agreement or on obtaining Core Investment Company ("CIC") registration from Reserve Bank of India ("RBI"), whichever is earlier. In view of the aforesaid capital protection no provision for dimunition in the value of the said long term investment has been made in the standalone accounts..

20.2 During the previous year ended March 31, 2013 the Company has sold 100% equity shares of the SMPL Financial Consultancy Services Limited (formerly Religare Financial Consultancy Services Limited) on March 26, 2013 at an aggregate price of Rs. 50,000,000 and incurred loss on such sale of Rs. 971,000,000. During the year, the company has received Rs. 25,000,000 (Previous Year Rs.100,000) against such consideration and balance amount was deferred as per terms of the Share Purchase Agreement..

22 Revenue from Operations

(i) The company has received and accounted for dividend income from Religare Finvest Limited (RFL), a subsidiary of the Company @ Rs. 2.60 per equity share for the year ended March 31, 2013 (Previous Yar Rs. 5.50 per equity share) (ii) The company has realised profit on buy back of equity share of subsidiary companies aggregating to Rs. 956,033,718.

# During the year ended March 31, 2014 the Company has sold:

(i) Its entire holding in equity and preference shares of the Religare Wealth Management Limited (formerly Religare Macquarie Wealth Management Limited) to its wholly owned subsidiary Religare Securities Limited at an aggregate price of Rs. 123,059,200 and incurred loss on such sale of Rs. 601,440,800. Accordingly provision held on dimunition in value of long term investments for Rs. 650,000,000 has been written back.

(ii) 100% equity shares of the Vistaar Capital Advisors Limited (formerly Vistaar Religare Capital Advisors Limited ) and incurred a loss of Rs. 47,526,293. Accordingly provision held on dimunition in value of long term investments for Rs. 36,078,494 has been written back.

(iii) 25% equity shares of the Religare Arts Initiative Limited and incurred a loss of Rs. 101,914,022. Accordingly provision held on dimunition in value of long term investments for Rs. 101,925,000 has been written back.

During the previous year ended March 31, 2013 the Company has sold 58,600,000 equity shares of SMPL Financial Consultancy Services Limited (SMPL) (formerly Religare Financial Consultancy Services Limited) of the book value of Rs. 1,021,000,000 at Rs. 50,000,000 resulting a loss of Rs. 971,000,000. Accordingly provision held on dimunition in value of long term investments for Rs. 990,000,000 has been written back

25.1 There are no finance costs arising on account of exchange gain difference on account of foreign borrowings.

27.3 Recovery of Expenses in Note No. 24 "Employee Benefit Expenses" represents the amount of Rs. 1,631,553 (March 31, 2013 Rs. 32,741,821) reimbursed by the Group Entities towards the Insurance personnel cost and in Note 27 "Other Expenses" represents the amounts of Rs. 526,976,901 (March 31, 2013: Rs. 500,447,107) reimbursed by the Group Entities towards the cost of shared common facilities as per mutually agreed terms with such entities.

29 Contingent Liabilities

Particulars As at March 31, 2014 As at March 31, 2013 (Amount in Rs.) (Amount in Rs.)

(a) Other money for which the company is contingently liable

- Disputed Tax Demands not provided for 48,154,512 32,143,763

- Claim against the company not acknowledged as debts 2,096,938 1,361,773

- Underwriting commitments / obligations for shares/ debentures (Refer Note (i)/ (ii) below) 5,451,750,000 6,257,840,000

Total 5,502,001,450 6,291,345,536

(i) During the previous year ended March 31, 2012, the Company has consented to infuse additional capital 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 outstanding borrowings should cover subsequent refinancing by any other lender. The additional capital infusion is restricted to a maximum limit of Rs. 11,198,324,647. The aforesaid commitment is subject to compliance with terms of the tripartite agreement between the Company, RCML and RHC Holding Private Limited (RHCPL). The said capital commitment has been disclosed as a contingent liability in the financial statements of the Company.

(ii) Pursuant to the above agreement and amendment thereon, during the year ended March 31, 2014, the company upon request of RCML, paid a portion of balance amount for subscribed 620,000,000 0.002% Cumulative Non-Convertible Redeemable Preference Shares of Rs.10 each aggregating to Rs. 806,000,000 (Previous Year Ended March 31, 2013 Rs. 81,00,000,000) for the purpose of satisfying the Financial Commitments. Thus, afore said capital commitment / contingent liability of the company is reduced up to Rs. 2,294,000,000.

(iii) Exceptional item

Due to severe long term restrictions imposed on RCML in line with Para 11 of Accounting Standard (AS 21) of Institute of Chartered Accountants of India (ICAI) and considering financial position of RCML, the company has made provision of investments in equity shares of book value of Rs. NIL (Previous Year Ended March 31, 2013 Rs. Nil) and preference shares of book value of Rs. 806,000,000 (Previous Year Ended March 31, 2013 Rs. 8,100,000,000).

32 Employees Benefit

The following tables summarize the components of the net employee benefit expenses recognized in the Statement of Profit and Loss, the fund status and amount recognized in the Balance Sheet for the gratuity and leave encashment for the year ended March 31, 2014.

As at March 31, 2014, the accrued leave balance of the transferred employees is Nil, the Company has reversed the excess provision created in earlier years. Accordingly no actuarial valuation has been made for leave encashment.

Further there are no employee eligible for gratuity and no provision is provided for.

34 Other Notes

a. During the year ended March 31, 2011, the Company has been registered as a Non-Banking Financial Institution without accepting public deposits w.e.f. June 18, 2010 under Section 45 IA of Reserve Bank of India Act, 1934 governed by NBFC Directions. Based on the asset and income pattern, the Company has been classified as an Investment Company.

Pursuant to the Regulatory Framework for Core Investment Companies (CICs) issued by RBI dated August 12, 2010 and revised regulatory framework dated January 5, 2011, the Company has filed specified application to RBI for registration as Non-Deposit Accepting Systematically Important - Core Investment Company (CIC-ND-SI) and same is pending for approval.

b. Disclosure of details as required by Para 5 of Reserve Bank of India Circular No. DNBS (PD), CC. No. 125/03.05.002/ 2008-09, dated 01-08-2008:

Notes: (i) For the computation of Net Owned Fund/ CRAR, the company has considered Investments in subsidiary companies/ joint ventures are considered at net value (net of provision for diminution in value of long term investments) as on March 31, 2014 and March 31, 2013.

(ii) ) One of the subsidiaries of the Company, RGAM Investment Advisers Private Limited (RGAMIAPL) remitted money outside India under Explanation of Regulation 6(3) of the Foreign Exchange Management Act (FEMA), 1999 and regulations contained therein. For the year ended March 31, 2013, due to inadequacy of net worth (as per audited financials) of RGAMIAPL required for remittance, the Company allowed its net worth of Rs. 750,000,000 to be used for the purpose of remittance under FEMA Notification 120 of 2004. As at March 31, 2014 the networth of RGAMIAPL is adequate for the purpose of foreign remittance and in accordance with FEMA Regulations and Nil networth of the company is used.

(iii) The substantial proceeds of borrowings comprises of Compulsory Convertible Debentures (CCDs) and Non Convertible Debentures (NCDs)) issued by the company for the year ended March 31, 2014 aggregating to Rs. 17,513,354,000 (Previous Year Rs. 12,503,354,000), which has been invested in its subsidiaries/JV companies/ group companies. This has resulted in negative CRAR despite of strong owned fund of Rs. 19,747,717,227 (Previous Year Rs. 19,726,561,048).

(iv) Individual / group exposure limit for investments with certain subsidiaries and group exposure for investments and loans / advances with subsidiaries/ joint ventures/ group companies have exceeded the prescribed limit as per Paragraph 18 of NBFC Directions. However, the Department of Non-Banking Supervision, Reserve Bank of India (RBI-DNBS) has vide its letter DNBS.NSDI.No.1479/05.18.160/2013-14 dated September 25, 2013 granted an exemption from the applicability of Exposure Norms till June 30, 2014 or CIC Registration whichever is earlier.

36. Other Notes

a. Classification of Loans and Advances and provision for Non-Performing Assets/ Provison for dimunition of Investments Other than Long Term has been made in accordance with the NBFC after considering subsequent recoveries and realizable value of investments respectively. Provision for Long Term Investment is made as per Accounting Standard (AS) -13 of Institute of Chartered Accountant of India (ICAI).

b. There are no transactions during the year with Micro, Small and Medium enterprises and as such there is no balance outstanding as at March 31, 2014

c. During the financial year ended March 31, 2012, the Company had paid remuneration to Chairman and Managing Director in excess of the limits prescribed under section 198 read with Schedule XIII by Rs. 760.62 lacs, as per the terms of agreement subject to approval of Ministry of Corporate Affairs (MCA). The application made to the MCA in the previous year for approval of excess remuneration paid had been rejected during the year, since the member''s special resolution restricted the remuneration to 5% of net profit calculated under section 198 of the Companies Act, 1956 or as per schedule XIII of the Companies Act, 1956. Subsequently, during the year, the Company has re submitted the application to MCA together with a special resolution of members approving waiver of excess remuneration paid. The matter is pending with MCA for approval. During the current year, the Company has reversed the excess remuneration so paid and included in Other Income. The amount receivable is held in trust by the Chairman and Managing Director.

The aforesaid excess remuneration paid in FY 2011-12 is being offered for disallowance for tax during the course of assessment for AY 2012-13. Accordingly, during the current year, the tax liability of Rs. 246.78 lacs on reversal of excess remuneration is disclosed as provision for tax for previous years.

d. The provision for Income Tax for year ended March 31, 2014 has been made on an estimated basis in accordance with the provision of Income Tax Act, 1961 of India. No provision has been made for Corporate Dividend Tax in view of Exemption u/s 115-O of Income Tax Act, 1961.

j. Operating Cycle

An asset or a liability is classified as current when it satisfies any of the following criteria:

a. it is expected to be realized / settled, or is intended for sale or consumption, in the Company''s normal operating cycle; or

b. it is held primarily for the purpose of being traded; or

c. it is expected to be realized / due to be settled within twelve months after the reporting date; or

d. it is cash or cash equivalent unless it is restricted from being exchanged or used to settle a liability for at least twelve months after the reporting date; or

e. the Company does not have an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.

All other assets and liabilities are classified as non-current.

j) During the previous year ended March 31, 2012 Religare Finvest Limited (RFL), one of the subsidiaries of the company, has raised 150 cr and 200 cr from Avigo Investments Limited, Mauritius and Nylim Jacobs Ballas India Fund III, LLC respectively through compulsory convertible preference shares, the conversion of which is linked to the performance of the said subsidiary for the financial year 2013. Pursuant to the tripartite agreement, REL has given assurance to compensate shortfall in Internal Rate of Return (IRR) of 14% p.a. subject to the terms of agreement.

In the opinion of the management of the company, the probability of any liability towards the said assurance is remote considering the track record of financial results, distribution of profits, networth of RFL and the value of shares based on the similar issues in the prior years which justifies higher IRR than 14% on exit of the said investors. Accordingly, management of the company is not anticipating any future liability on this assurance.

h. The Company operates in only one business segment and one geographical segment and hence segment information is not required as per Accounting Standard -17.

5. Previous Year Figures

Previous year figures have also been regrouped, re-arranged and reclassified wherever necessary to conform to the current period''s classification.


Mar 31, 2013

1 OVERVIEW

Religare Enterprises Limited ("REL" or "the Company") is a leading emerging markets financial services company in India. REL was originally incorporated as a private limited company under the Companies Act, 1956 on January 30, 1984.

The Company is listed on National Stock Exchange (NSE) of India Limited and BSE Limited (BSE). The Company is also registered with the Reserve Bank of India as a Non- Banking Financial Institution without accepting public deposits under section 45 IA of RBI Act, 1934 governed by Non-Banking Financial (Non Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007 ("NBFC Directions"). More than 90% of its total assets is invested in long term investments in group companies.

REL is a diversified financial services company with presence in India and abroad operating through its Indian and overseas subsidiaries. The Subsidiaries, Joint Ventures and Associates are primarily engaged in the business of broking in securities and commodities, lending and investments, financial advisory services, custodial and depository operations, portfolio management services, asset management and insurance, institutional equities and investment banking services to its clients.

2.1 Recovery of Expenses in Note No. 25 "Employee Benefit Expenses" represents the amount of Rs. 32,741,821 (March 31, 2012 Rs. 80,505,896) reimbursed by the Group Entities towards the Insurance personnel cost and in Note 28 "Other Expenses" represents the amounts of Rs. 500,447,107 (March 31, 2012: Rs. 736,351,359) reimbursed by the Group Entities towards the cost of shared common facilities as per mutually agreed terms with such entities.

3 Contingent Liabilities

Particulars As at March 31, 2013 As at March 31, 2012 (Amount in Rs.) (Amount in Rs.)

(a) Other money for which the company is contingently liable

- Disputed Tax Demands not provided for 32,143,763 26,948,590

- Claim against the company not acknowledged as debts 1,361,773 1,603,666

- Underwriting commitments / obligations for shares/ debentures (Refer Note (i)/ (ii) below) 6,257,840,000 14,408,574,647

Total 6,291,345,536 14,437,126,903

(i) During the previous year ended March 31, 2012 and pursuant to the terms of the tripartite agreement between the Company, RCML and RHC Holding Private Limited ("RHCPL"), the Company has consented to infuse additional capital of upto Rs. 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.

(ii) 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 is Rs. 3,100,000,000 and has been disclosed as a contingent liability in the financial statements of the Company.

(iii) Exceptional item "Due to severe long term restrictions imposed on 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).

4 Employees Benefit

The following tables summarize the components of the net employee benefit expenses recognized in the Statement of Profit and Loss, the fund status and amount recognized in the Balance Sheet for the gratuity and leave encashment for the year ended March 31, 2013.

5 Segment Reporting:

1 Business Segment:

(i) The business segment has been considered as the primary segment.

(ii) The Company''s primary business segments are reflected based on principal business activities, the nature of service, the differing risks and returns, the organization structure and the internal financial reporting system.

(iii) The Company''s primary business comprises of three business segments viz., Investment & Financing Operations and Support Services.

(iv) Segment revenue, results, assets and liabilities include amounts identifiable to each segments allocated on a reasonable basis.

(v) The accounting policies adopted for segment reporting are in line with the accounting policies adopted for preparation of financial information as stated in (1) above.

6 Related Party Disclosures

(a) (i) Subsidiaries Religare Securities Limited

Religare Finvest Limited

Religare Finance Consultancy Services Limited (formerly Religare Insurance Broking Limited) ceased to be subsidiary w.e.f. 26/3/ 2013)

Religare Finance Limited

Religare Capital Markets Limited

REL Infrafacilities Limited

Religare Arts Initiative Limited

Religare Health Insurance Company Limited

Vistaar Religare Capital Advisors Limited

Religare Capital Markets (India) Limited (w.e.f August 1, 2011)

RGAM Corporation (P) Limited (w.e.f. October 12, 2011) (formerly known as Shreyas Stocks (P) Limited)

Religare Commodity Broking (P) Limited (w.e.f. October 12, 2011) (formerly known as Shreyas Advisory Services (P) Limited)

(ii) Subsidiaries of Subsidiary Religare Arts Investment Management Limited

Religare Asset Management Company (P) Limited (formerly known as Religare Asset Management Company Limited)

Religare Global Asset Management Inc. (wholly owned subsidiary of RGAM Corporation Private Limited)

Religare Trustee Company Private Limited (formerly known as Religare Trustee Company Limited)

Religare Venture Capital Limited (became subsidiary of Religare Securities Limited w.e.f. October 11, 2011)

Religare Advisory Services Limited

Religare Commodities Limited

Religare Investment Advisors Limited

Northgate Capital Asia (India) Limited

Religare Bullion Limited

Religare Housing Development Finance Corporation Limited (formerly Maharishi Housing Development Finance Corporation Limited)

Religare Share Brokers Limited

Religare Capital Markets International (Mauritius) Limited

Religare Capital Markets International (UK) Limited

Religare Capital Markets (Europe) Limited (formerly Religare Capital Markets Plc)

Religare Global Asset Management (HK) Limited (formerly Religare Capital Markets (HK) Limited (dissolved w.e.f. 06/07/ 2012)

Religare Health Trustee Manager Pte Limited (became subsidiary of RGAM Corporation (P) Limited w.e.f. October 12, 2012)

Hichens, Harrison (Middle East) Limited (dissolved wef December 18, 2012)

Hichens, Harrison (Ventures) Limited

Religare Capital Markets (UK) Limited

Religare Capital Markets (Pty) Ltd (formerly Religare Hichens Harisons (Pty) Ltd)

Religare Capital Markets Corporate Finance Pte Limited (formerly known as Religare Capital Markets Advisers Pte. Ltd.)

London Wall Nominees Limited

Charterpace Limited

HH1803.com Limited (dissolved w.e.f. October 30, 2012)

Tobler (Mauritius) Limited Tobler UK Limited

Religare Global Asset Management Japan Co. Limited

Religare Investment Holdings (UK) Limited

Religare Securities Australia Pty Limited (Formerly known as Relsec Australia Pty. Ltd)

Bartleet Religare Securities (Private) Limited (formerly known as Bartleet Mallory Stock Brokers Private Ltd)

Bartleet Asset Management Private Limited

Religare Bartleet Capital Markets Private Limited

Relsec Nominees No.1 Pty Limited (dissolved w.e.f. November 11, 2012)

Relsec Nominees No.2 Pty Limited (dissolved w.e.f. November 11, 2012)

Northgate Capital LLC

Northgate Capital LP

Kyte Management Limited (KML) (w.e.f.09/12/2010) Became subsidiary of Religare Capital Markets International (Mauritius) Limited w.e.f. 16-03-2012

Religare Capital Markets (Hong Kong) Limited (formerly known as Central Joint Enterprises Limited)

Religare Capital Markets (Singapore) Pte Limited (formerly known as Central Joint Enterprises Pte Limited, Singapore)

Noah Capital Markets (EMEA) Limited (formerly known as Religare Capital Markets (EMEA) Limited) ceased to be subsidiary of RCML w.e.f February 28, 2013

Strategic Research Limited

Noah Capital Markets (Pty) Limited (formerly Religare Noah Capital Markets (Pty) Limited (ceased to be subsidiary of RCML w.e.f February 28, 2013)

BJM (UK) Nominee Ltd (ceased to be step down subsidiary of RCML w.e.f. February 28, 2013)

Religare Capital Markets (Beijing) Limited

Landmark Partners LLC

Landmark Realty Advisors LLC

Landmark Equity Advisors LLC

Religare Capital Markets Inc.

Millpound Associates LLc

Big Vision Land Developers (P) Limited (became subsidiary of Religare Finvest Limited w.e.f. December 31, 2012)

Cheryl Advisory (P) Limited (became subsidiary of Religare Finvest Limited w.e.f. December 31, 2012)

Empower Estate Developers (P) Limited (became subsidiary of Religare Finvest Limited w.e.f. December 31, 2012)

(iii) Joint Ventures of Subsidiaries Milestone Religare Investment Private Limited (w.e.f. 08.04.2009 as Joint Venture of Religare Venture Capital Limited)

Milestone Religare Capital Management Limited

(b) Joint Ventures Religare Macquarie Wealth Management Limited

Aegon Religare Life Insurance Company Limited

(c) Individuals owning directly or indirectly Mr. Malvinder Mohan Singh interest in voting power that gives them control Mr. Shivinder Mohan Singh

(d) Key Management personnel Mr. Sunil Godhwani

Mr. Shachindra Nath (resigned from Directorship w.e.f January 24, 2013)

Mr. Anil Saxena (resigned from Directorship w.e.f January 24, 2013)

(e) Enterprises over which key (d) and (e) are able to exercise significant influence

RHC Holding Private Limited RC Nursery Private Limited Luxury Farms Private Limited

Dion Global Solutions Limited (formerly Religare Technova Limited)

Religare Technologies Limited

Religare Wellness Limited (formerly Fortis Health world Limited)

Ligare Travels Limited (formerly Religare Travel (India) Limited)

SRL Limited (formerly Super Religare Laboratories Limited)

Religare Aviation Limited (Formerly known as Ran Air Services Limited)

RHC Finance Private Limited

Hospitalia Information Systems Private Limited

7 Other Notes

a. During the year ended March 31, 2011, the Company has been registered as a Non-Banking Financial Institution without accepting public deposits w.e.f. June 18, 2010 under Section 45 IA of Reserve Bank of India Act, 1934 governed by NBFC Directions. Based on the asset and income pattern, the Company has been classified as an Investment Company.

Pursuant to the Regulatory Framework for Core Investment Companies (CICs) issued by RBI dated August 12, 2010 and revised regulatory framework dated January 5, 2011, the Company has filed specified application to RBI for registration as Non-Deposit Accepting Systematically Important - Core Investment Company (CIC-ND-SI) and same is pending for approval.

b. Disclosure of details as required by Para 5 of Reserve Bank of India Circular No. DNBS (PD), CC. No. 125/03.05.002/ 2008-09, dated 01-08-2008:

8 Previous Year Figures

Previous year figures have also been regrouped, re-arranged and reclassified wherever necessary to conform to the current year''s classification.


Mar 31, 2012

1. OVERVIEW

Religare Enterprises Limited ("REL" or "the Company") is a leading emerging markets financial services company in India. REL was originally incorporated as a private limited company under the Companies Act, 1956 on January 30, 1984.

The Company is listed on National Stock Exchange (NSE) and BSE Limited (BSE). The Company is also registered with the Reserve Bank of India as a Non- Banking Financial Institution (Non-Deposit Accepting) under section 45 IA of RBI Act, 1934. More than 90% of its total assets is invested in long term investments in group companies. REL is a diversified financial services company with presence in India and abroad operating through its Indian and overseas subsidiaries. The Subsidiaries, Joint Ventures and Associates are primarily engaged in the business of broking in securities and commodities, lending and investments, financial advisory services, custodial and depository operations, portfolio management services, asset management and insurance, institutional equities and investment banking services to its clients.

2.1 The rights, preferences and restrictions attaching to equity shares including restrictions on the distribution of dividends and the repayment of capital is as under:

The Company has only one class of equity shares having a face value of Rs 10 per share. Each shareholder is entitled to one vote per share. The company declares and pays dividend in Indian Rupee. The dividend proposed by the Board of the Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting except in case of Interim Dividend. In the event of the liquidation of the company, the holder of the equity shares will be entitled to receive any of the remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion of the number of the equity shares held by the equity share holders.

The rights, preferences and restrictions attaching to Preference Shares including restrictions on the distribution of dividends and the repayment of capital is as under:

The company has three classes of Preference Shares:

13.66% Cumulative Redeemable Preference Shares

The face value of each share is Rs. 10. The shares shall have same voting rights applicable to the preference shares under the Companies Act, 1956. Each preference share entitles the holder a right to receive, in priority to Equity shareholder, preference dividend on cumulative basis at a rate not exceeding 13.66% per financial year. In the event of liquidation of the Company, the holder is entitled to receive in priority to all equity shares, amount equal to the total of paid up capital plus the redemption premium, any unpaid dividend as per the terms of issue. The shares are allotted in three tranches on October 31, 2008, December 3, 2010 and April 27, 2011 having face value of Rs. 250,000,000, 120,000,000 and Rs. 130,000,000 respectively at Rs.100 each (including premium of Rs. 90 per share).

11.00% Cumulative Non-Convertible Redeemable Preference Shares

The face value of each share is Rs. 10. The shares shall have same voting rights applicable to the preference shares under the Companies Act, 1956. Each preference share entitles the holder a right to receive, in priority to Equity shareholder , preference dividend on cumulative basis at a rate not exceeding 11.00% per financial year. In the event of liquidation of the Company, the holder is entitled to receive in priority to all equity shares, amount equal to the total of paid up capital plus the redemption premium, any unpaid dividend as per the terms of issue. The shares were allotted in one tranche on November 12, 2011 having face value of Rs. 35,000,000 at Rs. 100 each (including a premium of Rs. 90 per share).

0.01% Cumulative Non-Convertible Redeemable Preference Shares

The face value of each share is Rs. 10. The shares shall have same voting rights applicable to the preference shares under the Companies Act, 1956. Each preference share entitles the holder a right to receive, in priority to Equity shareholder , preference dividend on cumulative basis at a rate not exceeding 0.01% per financial year. In the event of liquidation of the Company, the holder is entitled to receive in priority to all equity shares, amount equal to the total of paid up capital plus the redemption premium, any unpaid dividend as per the terms of issue. The shares were allotted in one tranche on January 24, 2012 having face value of Rs. 26,000,000 at Rs. 100 each (including a premium of Rs. 90 per share).

The redemption of above class of shares can be made either out of the profits of the Company or proceeds of fresh issue of shares made for the purpose of redemption

The repayment terms of preference shares issued to a promoter group entity are as below:

2.2 Pursuant to Board Resolution dated November 12, 2011 the Company has withdrawn the Rights Issue with Securities and Exchange Board of India (SEBI) and the Company proposes to utilise the advance share application money received towards issuance of securities on preferential basis to one or more entities of promoters/ promoter group. On March 27, 2012 the company has refunded the share application money to RHC Finance Private Limited and allotted 9,597,156 equity shares of Rs 10 each at a price of Rs 422 per share (including premium of Rs 412 per share) to Hospitalia Information Systems Private Limited, wholly owned subsidiary of RHC Finance Private Limited, one of the promoter group company.

During the year ended March 31, 2011 the Company on preferential basis, Issued and allotted 11,235,954* equity shares of Rs 10 each at a price of Rs 445 per equity share(including premium of Rs 435 per equity share) for cash to a promoter group entity.

* inclusive of conversion of optionally convertible warrants

2.3 The particulars of shares reserved for issue under options are as under:

Refer note 36 (d) for details of shares to be issued under the Employee Stock Option Plan.

2.4 There are no shares bought back by the company during the period of five years immediately preceding the balance sheet date. There are no securities that are convertible into equity/ preference shares other than Para 3.5 above.

There are no shares bought back by the company during the period of five years immediately preceding the balance sheet date. There are no securities that are convertible into equity/ preference shares other than Para 3.5 above.

3.1 Deferred Tax Assets and Deferred Tax Liabilities have been offset as they relate to the same governing taxation laws.

4.1 Exceptional Item:

Exceptional item represents Company's investment in Religare Capital Markets Limited (RCML) in equity shares of book value of Rs. 3,855,500,000 and preference shares of book value of Rs. 2,500,000,000 which have been fully provided for in view of severe long term restrictions stipulated in tripartite agreement between the Company, RCML and RHC Holding Private Limited (RHCPL).

4.2 None of the loans have been guaranteed by the directors. There is no default as on the balance sheet date in repayment of loans and interest.

5.1 Contingency provision above includes 0.25% of the outstanding standard assets, which is in compliance with RBI notification number RBI/2010-11/370 DNB.PD.CC No.207/03.02.2002/2010-11 dated January 17, 2011.

6.1 There are no adjustments to Tangible Assets on account of borrowing costs and exchange differences. There are no revaluation of assets during the year.

7.1 There are no adjustments to Intangible Assets on account of borrowing costs and exchange differences. There are no revaluation of assets during the year.

7.2 The company had acquired / transferred/ disposed its investments in subsidiaries and others as below :

Year Ended March 31, 2012

(a) Acquired

(i) Through Religare Global Asset Management Inc., USA (RGAM), a wholly owned subsidiary: (i) 55% stake in Landmark Partners LLC, USA. (ii) 40% stake in Investment Professionals Limited, Mauritius

(ii) 100% stake in RGAM Corporation Private Limited (formerly known as Shreyas Stocks Private Limited) and Religare Commodity Broking Private Limited (formerly known as Shreyas Advisory Services Private Limited) and the said entities have become wholly owned subsidiaries of the Company with effect from October 12, 2011

(b) Sold/ Transferred

(i) Sold 9,000,000 preference shares of Religare Capital Markets Limited of the book value of Rs 450,000,000 at Rs 452,250,000 to one of the promoter group entity.

(ii) 30,050,000 equity shares of Religare Venture Capital Limited (RVCL) at a book value of Rs. 300,500,000 to Religare Securities Limited (RSL), a wholly owned subsidiary of the Company. As a result, RVCL became wholly owned subsidiary of RSL and step down subsidiary of the Company.

Subsequent to the Balance Sheet date, the company has transferred 67,480 equity shares of Religare Global Asset Management Inc., USA ("RGAM Inc") to RGAM Corporation Private Limited ("RGAMCPL"), a wholly owned subsidiary of the company. As a result, RGAM Inc. became subsidiary of RGAMCPL and step down subsidiary of the Company.

Year Ended March 31, 2011

(a) Acquired

(i) 100% stake in Religare Global Asset Management Inc, USA (RGAM). The acquisition is effective from December 01, 2010.

(ii) 70% stake in Northgate Capital, LLC and Northgate Capital LP (in USA) through Religare Global Asset Management Inc, USA (RGAM) a wholly owned subsidiary of the Company. Further, Northgate Capital LLC had an existing subsidiary, Northgate Capital Asia Limited which consequent to the above acquisition also become our subsidiary.

(b) Sold/Transferred

(i) 2,000,000 equity shares of Religare Commodities Limited (RCL) at a book value of Rs. 37,500,000 to Religare Securities Limited (RSL), a wholly owned subsidiary of the Company. As a result, RCL became wholly owned subsidiary of RSL and step down subsidiary of the Company.

(ii) Transferred 34,998,250 equity shares at book value of Rs.973,340,159 in Religare Housing Development Finance Corporation Limited (RHDFCL) to Religare Finvest Limited (RFL), a wholly owned sub- sidiary of the Company. As a result RHDFCL became subsidiary of RFL and step down subsidiary of the Company.

(iii) Sold 50,000 equity shares of the book value of Rs.500,000 of Religare United Soccer Limited (RUSL) in equal proportion to RHC Finance Private Limited and Today Holdings Private Limited. As a result RUSL ceases to be subsidiary of the Company.

(iv) Sold the long term investment of 1,741,171 equity shares in Karnataka Bank Limited of the book value of Rs. 240,112,963 at Rs. 332,233,526 (net of charges).

7.3 Pursuant to Capital Protection Clause in Aegon Religare Life Insurance Joint Venture Agreement (JV) with one of the JV partner, the investment in the Aegon Religare Life Insurance Company Limited is protected. Accordingly, no provision for dimunition in value of investment is required.

8.1 Religare Enterprises Limited Employee Stock Appreciated Rights (SAR) Scheme 2007 was made effective from November 17, 2007. The Vesting of Stock Appreciation Rights (SARs) were due on April 1, 2008; April 1, 2009 and April 1, 2010, As at March 31, 2012, no rights were pending for exercise under the Scheme. The Company accounted for employee compensation cost for SARs allocated to the employees of the Company by amortising the excess of purchase price per share over the excess price per share over the period.

Accordingly, the Company has charged off Rs Nil (Year Ended March 31, 2011: Rs 1,03,000) in the Statement of Profit and Loss for the current year.

8.2 Provident Fund for eligible employees is managed by the Company through the "Religare Enterprises Limited Employees Provident Fund Trust ("Trust"), in line with the Provident Fund and Miscellaneous Provisions Act, 1952. The plan guarantees interest at the rate notified by the provident Fund Authorities. The contribution by the employer and employee together with the interest accumulated thereon are payable to the employees at the time of their separation from the Company or retirement, whichever is earlier. The benefits vests immediately on rendering of the services by the employee.

During the year ended March 31, 2012, the company has moved application to Regional Provident Fund Office for surrendering of trust and liquidated all securities and deposited to Provident Fund office held by the Trust upon advice from Employees Provident Fund Organisation (EPF).

8.3 The Company operates a gratuity plan through "Religare Enterprises Limited Group Gratuity Scheme" established as a trust. Every employee is entitled to a benefit equivalent to 15 days salary last drawn for each completed year of service in line with the Payment of Gratuity Act, 1972. The same is payable at the time of separation from the Company or retirement, whichever is earlier. The benefits vests after five years of continuous service.

9.1 Recovery of Expenses in Note No. 25 "Employee Benefit Expenses" represents the amount of Rs. 80,505,896 (March 31, 2011 Rs 17,911,875) reimbursed by the Group Entities towards the Insurance personnel cost, ESOP compensation on the basis of share option exercised by the employees of respective companies and in Note 28 "Other Expenses" represents the amounts of Rs 736,351,359 (March 31, 2011: Rs 542,256,449) reimbursed by the Group Entities towards the cost of shared common facilities.

10. Contingent Liabilities

Particulars As at March 31, 2012 As at March 31, 2011 Amount (Rs) Amount (Rs)

(a) Guarantees

- Guarantees given to the bankers and stock exchanges and others by the Company on behalf of subsidiaries - 6,899,632,000

(b) Other money for which the company is contingently liable

- Disputed Tax Demands not provided for 26,948,590 774,042

- Claim against the company not acknowledged as debts 1,603,666 -

- Underwriting commitments / obligations for shares/ debentures # 14,408,574,647 1,340,000,000

Total 14,437,126,903 8,240,406,042

* In respect of financial guarantees outstanding as on March 31,, 2011, the outstanding balances are as per the borrower's books instead of the face value of such guarantees.

# The Company has consented to infuse additional capital in 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 outstanding borrowings should cover subsequent refinancing by any other lender. The additional capital infusion is restricted to a maximum limit of Rs. 11,198,324,647. The afore- said commitment is subject to compliance with terms of the tripartite agreement between the Company, RCML and RHCPL. The said capital commitment has been disclosed as a contingent liability in the financial statements of the Company.

11. Segment Reporting

1. Business Segment:

(i) The business segment has been considered as the primary segment.

(ii) The Company's primary business segments are reflected based on principal business activities, the nature of service, the differing risks and returns, the organization structure and the internal financial reporting system.

(iii) The Company's primary business comprises of three business segments viz., Investment Operations, Financial Advisory Services and Support Services.

(iv) The accounting policies adopted for segment reporting are in line with the accounting policies adopted for preparation of financial information as stated in (1) above.

12. Other Notes

a. During the previous year ended March 31, 2011, the Company has been registered as a Non-Banking Financial Institution without accepting public deposits w.e.f. June 18, 2010 under Section 45 IA of Reserve Bank of India Act, 1934. Based on the asset and income pattern, the Company has been classified as an Investment Company.

Pursuant to the Regulatory Framework for Core Investment Companies (CICs) issued by RBI dated August 12, 2010 and revised regulatory framework dated January 5, 2011, the Company has filed specified application to RBI for registration as Non-Deposit Accepting Systematically Important - Core Investment Company (CIC-ND-SI) and same is pending for approval.

b. Disclosure of details as required by Para 5 of Reserve Bank of India Circular No. DNBS (PD), CC. No. 125/ 03.05.002/2008-09, dated 01-08-2008:

* In respect of financial guarantees given by the Company and outstanding as on March 31, 2011, the risk weights have been computed on the outstanding exposure as per the principal borrower's books instead of the face value of such guarantees. The company does not have any outstanding guarantee as on March 31, 2012.

* Investments in subsidiary companies are considered at net value (net of provision for diminution in value of long term investments) as on March 31, 2012 which was hitherto considered on gross basis.

Notes:

1. Religare Housing Development Finance Corporation Limited (RHDFCL), a company registered with National Housing Bank (NHB) became the subsidiary of the Company w.e.f June 15, 2009 with an investment of Rs.965,840,159. In December 3, 2010, the company has transfered its holding in RHDFCL to Religare Finvest Limited.

Employee Compensation Cost is accounted for as per intrinsic value method by amortizing the excess of fair market value over the exercise price over the vesting period. As at March 31, 2012 total amount amortized Rs. Nil (Year Ended March 31, 2011 Rs. 5,568,750) (net of cancellation). Accordingly, the Company has charged to Profit & Loss Account towards Employee Compensation cost Rs. Nil (Year Ended March 31, 2011 Rs. 869,000) (net of recovery) for the year ended March 31, 2011.

e. Disclosures of Transactions as required by Accounting Standard 19 on 'Leases'.

The Company has taken office premises at various locations and vehicles on operating lease and the lease rent in respect of the same have been charged under "Rent and Vehicle Maintenance and running expenses grouped under Miscellaneous expenses respectively" in Schedule 'P' to the Profit and Loss Account. The Agreements are executed for a period ranging between 1 to 5 years. There are no transactions in the nature of sub-lease but the office premises are occupied by the subsidiaries of the Company as permitted under the lease agreements entered by the Company with various landlords.

The minimum lease rentals for non-cancellable leases outstanding as at March 31, 2012, are as under:

f. Classification of Loans and Advances, Investments and provision for Non-Performing Assets/ Investments has been made in accordance with the Non- Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007 issued by Reserve Bank of India after considering subsequent recoveries and realizable value of investments respectively.

g. The classification of loans into standard, sub-standard and loss assets and investments have been disclosed at gross value and the corresponding provision against non-performing assets/ investments has been included under provisions in accordance with RBI guidelines.

h. There are no transactions during the year with Micro, Small and Medium enterprises and as such there is no balance outstanding as at March 31, 2012.

i. The provision for Income Tax for year ended March 31, 2011 has been made on as estimated basis in accordance with the provision of Income Tax Act, 1961 of India. No provision has been made for Corporate Dividend Tax in view of Exemption u/s 115-O of Income Tax Act, 1961.

j. Operating Cycle

An asset or a liability is classified as current when it satisfies any of the following criteria:

a. it is expected to be realized / settled, or is intended for sale or consumption, in the Company's normal operating cycle; or

b. it is held primarily for the purpose of being traded; or

c. it is expected to be realized / due to be settled within twelve months after the reporting date; or

d. it is cash or cash equivalent unless it is restricted from being exchanged or used to settle a liability for at least twelve months after the reporting date; or

e. the Company does not have an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.

All other assets and liabilities are classified as non-current.

13. Previous Year Figures

The financial statements for the year ended March 31, 2011 had been prepared as per the applicable, pre-revised Schedule VI to the Companies Act, 1956. Consequent to the notification of Revised Schedule VI under the Companies Act, 1956, the financial statements for the year ended March 31, 2012 are prepared as per Revised Schedule VI. Accordingly, the previous year figures have also been reclassified to conform to this year's classification. The adoption of Revised Schedule VI for previous year figures does not impact recognition and measurement principles followed for preparation of financial statements except for accounting for dividend on investments in subsidiaries.

"There is no other information apart from the information already disclosed above required to be disclosed pursuant to the relevant clauses of New Schedule VI as inserted to Companies Act by the Notification No.S.O. 447(E), Dated 28-2-2011 (As amended by Notification No. F.NO. 2/6/2008-CL-V, Dated 30-3-2011)".

 
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