XXIV Annual Report 2018-19 - Religare Finvest · 2019. 12. 17. · XXIVth Annual Report 2018-19...

XXIVth Annual Report 2018-19

Religare Finvest Limited 1

Company Information ......................................................................................................................................................................02

About Religare Finvest .......................................................................................................................................................................03

Leadership Team ......................................................................................................................................................................... 05-08

Industry Overview ........................................................................................................................................................................ 09-12

Financial Declaration - Religare Finvest Limited ...........................................................................................................................13

Directors’ Report ........................................................................................................................................................................ 15--43

Annexure to Directors’ Report .................................................................................................................................................. 44-64

Independent Auditor’s Report ................................................................................................................................................... 65-70

Annexure to Independent Auditor’s Report ............................................................................................................................ 71-75

Balance Sheet as at March 31, 2019 ...............................................................................................................................................76

..............................................................................................77

...................................................................................................... 78-79

....................................................... 81-174

Financial Declaration - Religare Housing Development Finance Corporation Limited ..........................................................175

Directors’ Report ......................................................................................................................................................................177-192

Annexure to Directors’ Report ...............................................................................................................................................193-204

Independent Auditor’s Report ................................................................................................................................................205-207

Annexure to Independent Auditor’s Report .........................................................................................................................208-210

Balance Sheet as at March 31, 2019 ..............................................................................................................................................211

............................................................................................212

..................................................................................................213-214

.....................................................216-283

Consolidated Financials ..................................................................................................................................................................285

Independent Auditor’s Report on Consolidated Financial Statements .............................................................................287-292

Annexure to Independent Auditor’s Report on Consolidated Financial Statements ......................................................293-294

Consolidated Balance Sheet as at March 31, 2019 ..............................................................................................................295-296

............................................................297-298

..........................................................................299-300

..............................303-384

Content



COMPANY INFORMATIONBOARD OF DIRECTORS AS ON THE DATE OF ADOPTION OF DIRECTORS’ REPORT Dr. Rashmi SalujaMr. Malay Kumar SinhaMr. Sushil Chandra TripathiMs. Sabina Vaisoha

CHIEF EXECUTIVE OFFICERMr. Sanjay D. Palve

CHIEF FINANCIAL OFFICERMr. Gaurav Kaushik

COMPANY SECRETARY Mr. Punit Arora

REGISTERED OFFICE 2nd Floor, Rajlok Building, 24, Nehru Place, New Delhi-110019Phone: +91-11-4627 2400

CORPORATE OFFICE501, 5th Floor, Salcon Rasvilas, Saket District Centre, New Delhi - 110017Phone: +91-11-61405300E-Mail: [email protected], [email protected], Website: CIN NO: U74999DL1995PLC064132

LIST OF BANKERS/ FIs/NBFCs TO THE COMPANYAndhra BankBank of Baroda Bank of IndiaBank of MaharashtraCentral Bank of IndiaCorporation BankDena Bank (Now Bank of Baroda)Federal Bank LimitedICICI BankIDBI Bank LimitedKarnataka Bank

Karur Vysya BankOriental Bank of CommercePunjab National BankPunjab & Sind BankState Bank of India South Indian BankSIDBISyndicate BankUnion Bank of IndiaUCO BankUnited Bank of IndiaVijaya Bank (Now Bank of Baroda)

STATUTORY AUDITORSS.S. Kothari Mehta & Co. Plot No. 68, Okhla Industrial Area, Phase-III, New Delhi-110020

REGISTRAR & SHARE TRANSFER AGENTLinkintime India Private LimitedC-101, 247, Park, L.B.S. Marg, Vikhroli (West), Mumbai-400083Tel: 022-49186000; Email: [email protected], www.linkintime.co.in

TRUSTEE CONTACT DETAILSDebenture Trustee for NCD Public Issue Debenture Trustee for NCD Private PlacementVistra ITCL(India) Limited Axis Trustee Services Limited(Formerly IL&FS Trust Company Limited) 2nd Floor, Axis House, Bombay Dyeing Mills CompoundThe IL&FS Financial Centre, Pandurang Budhkar Marg, WorliPlot C-22, G Block, Bandra-Kurla Complex Mumbai-400 025Bandra (East), Mumbai 400 051 Telephone Number : 022-24255215/ 5216Telephone Number : 022-26593927 Email Id: [email protected]



ABOUT RELIGARE FINVEST LIMITED‘To set the standards of excellence by which others are measured in the Commercial Financial Services Industry’. This is the vision with which Religare Finvest Limited (RFL) was incorporated as a subsidiary of Religare Enterprises Limited (REL), to power the growth of SMEs, the backbone of India’s economy. Ably guided by its highly experienced and professional management team, RFL has been charting a steady course and ensuring health of the company remains in top form and nurturing it with a long term vision.

With a belief that the customer’s success is their success, its presence in 25 branches across all major cities, plays a vital ` 7058 Crores (as of 31st March, 2019).

Religare Finvest Limited (RFL) is also an ‘employer of choice today’ having won several awards and accolades for its human

Times Ascent, along with 3 other award categories, Dream Companies to Work for in Financial Services, Dream Employer of the year and Talent Management. These external recognitions are a testimony to our commitment to the success of our people and focus on creating a winning workplace!



LeadershipTeam



Finance Corporation Limited. Here, he oversees and provides strategic direction to the Housing Finance Business in its journey to scale up and be recognised as one of the leading players in the segment.

Banking, Corporate Finance, Structured Finance, Financial Restructuring, Investment Banking, Retail Asset Lending and

reputed organisations such as Yes Bank Ltd., ICICI Bank Ltd and L&T in the past.

He joined Yes Bank in 2004, when the bank just started commercial operations, and over his Tenure of 13+ years, he

loan syndication. He was part of the core team that steered bank’s growth over the years since its inception. In his last assignment with Yes Bank, he was the Global Business Head - corporate banking, Infrastructure Banking and MNC Banking (multinational clients). He was also nominated as the whole time Director on the board of the bank. At ICICI Bank, he

Sanjay has been a member of various industry associations, including Infrastructure Sector and Energy Sector Committees of Bombay Chamber of Commerce & Industry (BCCI), Infrastructure Committee of Confederation of Indian Industry (CII) for Southern Chapter, Sub-committee of Indian Bank’s Association (IBA) on Infrastructure and CII National Committee on Bio & Wind Energy 2017-18. He holds an engineering degree from VJTI, University of Mumbai and a Masters in Management

of working hard, teamwork and creating a work-life balance culture. He likes reading, adventure sports and travelling to remote places.

Mr. Sanjay D Palve



Mr. Pankaj Sharma has over 28 years of rich experience in Credit and Risk of which he has been with Citibank N.A. /

stressed accounts. He has also handled various roles in Citicorp Finance including Portfolio and Operational Risk Manager,

Director in CFIL.

Prior to joining Religare Finvest Limited, Pankaj was working as Director and Risk Head- Citibank N.A. for Asset Backed Finance under Commercial Banking Group. He is a B.Tech from REC Kurukshetra- batch of 1989.

Gaurav is a Charted Accountant and has completed his B. Com from Delhi University.

Mr. Pankaj SharmaPresident & CRO

Mr. Gaurav KaushikEVP & CFO



IndustryOverview



INDUSTRY OVERVIEWSystemic credit grew by 11% over the past five years and touched INR 140 trillion by the end of March 2018. NBFCs are expected to continue to grow at a strong pace and outpace banks over next two years, partly aided by cautious approach by banks under prompt corrective action (PCA) plan. Banks under PCA account for ~18% of the overall bank credit. Systemic Credit is expected to grow 15% over the next two years. Housing Finance Companies (HFCs) and NBFCs enjoyed lower cost of borrowing over past couple of years with declining interest rate environment and ease in access to market borrowings.

Systemic Credit to grow 15% over next two years

Note: 1. Bank credit includes outstanding of regional rural banks and cooperative banks

2. Capital market borrowing and external commercial borrowing (ECB) include corporate bond and commercial papers outstanding, but exclude amount raised by banks & NBFCs

Source: RBI, SEBI, Company Reports, CRISIL Research



The cautious approach taken by non-banks over the past three years in the loan against property (LAP) portfolio

will determine return on assets (RoA) going forward. Sectors where ability to pass on higher rates is limited (e.g. auto, microfinance, gold and low –cost housing loan lenders) are likely to see compression in their RoA.

In the past two years, innovation in fintech has rapidly changed the lending space by leveraging data available from credit bureaus, asset reconstruction companies, Goods and service tax network, Central Registry of Securitisation Asset Reconstruction and Security Interest (CERSAI) and Registrar of Companies (ROC). The gap between fintech companies and financial institutions is slowly disappearing with the advancement of technology. Alternate lending platforms are targeting specific needs of customers and MSME businesses that are underserved by financial institutions, besides, e-merchants and internet enabled businesses too. The alternate lending fintech model enables highly efficient customer onboarding and servicing within lighter regulatory environment. One of the major trends in the alternate lending business, API (Application programming interface) banking, enables third-party providers to develop solutions that can be integrated easily with banking platforms to maintain confidentiality and data security and reinventing services offered to

NBFCs are expected to continue to grow at 18-20% CAGR over the next two years, to further gain market share from PSU Banks, on track to account ~19% of the industry credit by fiscal 2020.



Financial DeclarationReligare Finvest Ltd.



Dear Members,Religare Finvest Limited

Your Directors have pleasure in presenting their 24th Annual Report on the business and operations of the Religare Finvest Limited (“the Company”/“RFL”) along with the Audited Financial Statements for the nancial year ended March 31, 2019.

FINANCIAL RESULTS (` in Lakh)

Particulars ended 2018-2019

ended 2017-2018

Standalone(Audited)

Consolidated(Audited)

Standalone(Audited)

Consolidated(Audited)

Total Income 79,565.99 91,881.18 144,963.39 159,498.99

Total Expenditure 234,427.23 245,362.20 263,145.04 276,089.56

(154,861.24) (153,481.02) (118,181.65) (116,590.57)

Exceptional Items - - - -

items(154,861.24) (153,481.02) (118,181.65) (116,590.57)

Provision for Tax

- Current Tax - 213.57 - 288.66

- Deferred Tax - 226.85 (22,863.08) (22,663.86)

- Taxes for Earlier Years (55.15) (55.15) - -

- MAT Credit - (62.06) - -

(154,806.09) (153,804.23) (95,318.57) (94,215.37)

Balance brought forward (43,262.95) (64,870.81) 52,055.62 29,645.49

- 125.29 - 137.90

(198,069.04) (218,800.33) (43,262.95) (64,707.78)

Appropriations:

- - - -

Transfer to Statutory Reserve Fund u/s 45 -IC of the RBI Act, 1934

- 193.48 - 163.03

(198,069.04) (218,993.81) (43,262.95) (64,870.81)

The annual disclosure as per Clause 53(f) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Re uirements) Regulations, 2015 is attached herewith as Annexure- A and forms an integral part of this Report.

RESULTS OF OPERATIONS (STANDALONE BASIS)*

The revenue of your Company has decreased from Rs. 144,963.39 Lakh in nancial year 2017-18 to Rs. 79,565.99 Lakh in nancial year 2018-19. Loss before Tax increased from Rs. 118,181.65 Lakh in nancial year 2017-18 to Rs. 154,861.24 Lakh in nancial year 2018-19. The Net Loss after Tax also increased from Rs. 95,318.57 Lakh to Rs. 154,806.09 Lakh. Loss before tax has increased majorly on account of increase in Expected Credit Loss (ECL) creation on the Corporate Loan Book and due to reduction in total Loan Book Portfolio during the nancial year under review. Total loan portfolio has decreased from Rs. 977,362.00 Lakh as at March 31, 2018 to Rs. 708,508.93 Lakh as at March 31, 2019. Gross Non Performing Assets (Stage 3) has increased from Rs. 338,421.16 Lakh to Rs. 385,618.06 Lakh as at March 31, 2019.

DIRECTORS’ REPORT



* The Standalone nancial statements of the Company have been prepared in accordance with Indian Accounting Standards (Ind AS) noti ed under the Companies (Indian Accounting Standards) Rules, 2015 (as amended from time to time). Previous year’ gures have been given as per IND AS to conform to the current year classi cation as per Ind AS.

STATE OF THE COMPANY ’S AFFAIRS

Your Company has been facing extremely challenging times recently due to allegations in relation to nancial irregularities in various past transactions and siphoning of funds committed by the past management and promoters of the Company which have attracted investigations on the Company by the Securities and Exchange Board of India (“SEBI”) and Serious Fraud Investigation O ce (“SFIO”) which are currently going on. The situation further deteriorated due to continuous negative media attention on the issues at the promoters’ level thereafter raising uestions relating to the basic survival of the group.

Professional Board members have been inducted on the Board thereafter to provide leadership and guidance to the Religare Group in these challenging times. A new and experienced Management Team has also been inducted into the Company and they are in further process of inducting fresh management talent across the Group to plug in the talent gaps across various functions.

During the year under review and thereafter, various initiatives have been taken towards revival of the Company and the Group ranging from forensic audit of the Corporate Loan Book (“CLB”) transactions ling of recovery proceedings at various forums for the recovery of money advanced under the CLB, submission of criminal complaints with appropriate forums for investigation of various suspicious transactions.

In order to revive the lending vertical which has been su ering due to the past nancial transactions, the new management has proposed a Debt Resolution Plan and introduction of new strategic investor the details of which are elsewhere explained in the Report.

All these measures have helped the Religare Group in not only avoidin nancial collapse but also are steps towards strengthening the overall position of the Group. The new Board and management are hopeful to come out of these di cult times and to bring back the Company to its past glory with your enduring patience and support.

Some key facts are shared below:

1. In Financial Year 2018-2019, RFL’s total income declined by 45.11% to INR 79,565.99 Lakhs.

2. Loss before Tax for the year increased by 31.04% to INR 154,861.24 Lakhs.

3. Loss after tax for the year increased by 62.41% to INR 154,806.09 Lakhs.

4. RFL’s Assets under Management (AUM) declined by 26.18% to INR 748,873.96 Lakhs.

5. Loan book si eclined by 27.51% to INR 708,508.93 Lakhs.

6. Capital Ade uacy Ratio (CRAR) as on March 31, 2019 was -3.70%

7. RFL’s net NPAs were contained at 19.94% of total Book Si

Further, information on the Business Overview and Outlook and State of the airs of the Company is discussed in detail in the Management Discussion & Analysis Report (MDNA).

There is no change in the nature of business of the Company for the year under review.

RBI vide its letter dated 18 January 2018 has advised RFL to adhere to corrective action plan (CAP) given by it. The said CAP, inter-alia prohibits RFL from expansion of credit / investment portfolio other than investment in Government securities and advised RFL not to pay any dividend. In this regard, RFL is taking necessary corrective measures as advised by the RBI and will seek removal of CAP in the due course.



PERFORMANCE OF THE SUBSIDIARIES

Your company holds 87.50% of the paid up e uity share capital of Religare Housing Development Finance Corporation Limited (RHDFCL). RHDFCL is a Housing Finance Company registered with the National Housing Bank under section 29A of the National Housing Bank Act, 1987 and primarily engaged in lending of Housing Loans.

In FY 2018-19, RHDFCL recorded a Total Income of Rs. 13,009.39 Lakh (FY 2017-18: Rs. 14,687.12 Lakh) and Pro t After Tax of Rs. 1,002.34 Lakh (FY 2017-18: Rs. 1,103.19 Lakh). As on March 31, 2019, RHDFCL paid-up e uity share capital was Rs. 3,999.80 Lakhs and Shareholders’ Funds were Rs. 19,690.93 Lakh.

The key highlights o nancial ormance o RFL whose nancials have been consolidated, are given below:

FINANCIAL RESULTS : RELIGARE HOUSING DEVELOPMENT FINANCE CORPORATION LIMITED

Particulars For the year ended March 31, 2019 (Rs. in Lakh)

For the year ended March 31, 2018 (Rs. in Lakh)

Total Income 13,009.39 14,687.12

Total Expenditure 11,628.69 13,096.05

1,380.70 1,591.07

Taxation-Current Tax 213.57 288.66

- MAT Credit (62.06)

- Deferred Tax 226.85 199.22

1,002.34 1,103.19

Appropriations have been made as under:

Transfer to Special Reserve [under Section 29C of the National Housing Bank Act, 1987]

193.48 163.03

Balance transferred to Balance Sheet 808.86 940.17

IMPLEMENT ATION OF INDIAN ACCOUNTING STANDARDS (“IND AS ”)

The Company has prepared the Financial Statements in accordance with Indian Accounting Standards (“IND AS”) noti ed under the Companies (Indian Accounting Standards) Rules, 2016. The Company has adopted IND AS from April 1, 2018 and accordingly these Financial Statements together with the Financial Statements for the comparative reporting period have been prepared with the recognition and measurement principles stated therein, prescribed under Section 133 of the Companies Act, 2013 read with relevant Rules issued thereunder and the other accounting principles generally accepted in India.

The transition to IND AS has been carried out from the erstwhile Accounting Standards noti ed under the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014 ( as amended), guidelines issued by the Reserve Bank of India (“RBI”) and other generally accepted accounting principles in India ( collectively referred to as the previous GAAP). Accordingly the impact of transition has been recorded in the opening reserve as at April 1, 2018 and the corresponding adjustments pertaining to comparative previous year as presented in these Financial Statements have been restated/reclassi ed in order to conform to current year classi cation as per IND AS.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management’s Discussion and Analysis Report for the year under review as stipulated under the Revised Regulatory Framework for NBFCs issued by the Reserve Bank of India on November 10, 2014, is presented in a separate section under Annexure - B and forms an integral part of this Report.



PUBLIC DEPOSITS

Your Company is a Systemically Important Non-Deposit Accepting NBFC (ND-SI- NBFC). The Company did not hold any public deposits at the beginning of the year nor has it accepted any public deposit(s) during the year under review ned under the Non-Banking Financial Companies Acceptance of Public Deposits (Reserve Bank) Directions, 2016 during the Financial Year commenced from April 01, 2018 and ended on March 31, 2019 and further undertake that it shall not accept any public deposit(s) in the Financial Year commencing from April 01, 2019 and ending on March 31, 2020 without obtaining prior approval of the Reserve Bank of India in writing.

TRANSFER TO RESERVES

Since the Company has incurred the losses during the nancial year 2018 -19, therefore the Company has not transferred any amount to its General Reserve during the current nancial year.

The details of the transfer to other reserves as part of regulatory re uirements are given below:

a. Statutory Reserve Fund:

In accordance with the provisions of Section 45-IC of the RBI Act, 1934, the Company is re uired to transfer an amount e uivalent to 20% of pro t after tax, to its Statutory Reserve. During the current and previous year, no amount has been transferred to the said Reserve account due to loss occurred during the current and previous year.

b. Debenture Redemption Reserve

The Company made Public issue of Series-1 of Non-Convertible Debentures (NCDs) (‘Series-1’) aggregating Rs. 7,538,049,000 during nancial year 2011-12 and Series-2 of Non-Convertible Debentures (NCDs) (‘Series-2’) aggregating Rs. 3,320,489,000 during nancial year 2012-13, of which Series-1 has been fully

redeemed during the nancial year 2016-17 and principal outstanding balance of Series -2 is Rs. 369,344,000 as on March 31, 2018 which was fully redeemed during the nancial year 2018-19.

In terms of the provisions of Section 71 of the Companies Act, 2013 read with General Circular no.9/2002 dated April 18, 2002 as amended by General Circular No. 4/2013 dated February 11, 2013 issued by the Ministry of Corporate A airs, the Company has created Debenture Redemption Reserve (DRR) on all outstanding publicly placed debentures.

DIVIDEND

Your Company did not declare any interim dividend / nal dividend during the year under review.

CAPITAL ADEQUACY RATIO

The Capital Ad acy Ratio (CAR) of the Company stood at 3.70% (negative) as at 31st March 2019 (Previous Year 19.88%, reinstated as per IND AS) which is below the minimum prescribed limit of 15% prescribed by the Reserve Bank of India. CAR has decreased due to net loss after tax of Rs. 154,806.09 lakhs during the year primarily due to provisions made in respect of the loan book (mainly Corporate Loan Book), reduction in loan book and no new business being done by the Company during the year under review.

SUBSIDIARY COMPANY

As on March 31, 2019, your Company has RHDFCL as its subsidiary.

The statement containing salient features of the nancial statement of subsidiaries/associate companies/joint ventures pursuant to rst proviso to sub- section (3) of Section 129 read with Rule 5 of Companies (Accounts) Rules, 2014, in Form AOC-1, forms part of the consolidated nancial statements of the Company and hence not repeated here for the sake of brevity.

Pursuant to Section 129(3) of the Companies Act, 2013, the Company has prepared consolidated nancial statements of the Company which shall be laid before the ensuing Annual General Meeting of the Company.

The audited Consolidated Financial Statements together with Auditors’ Report form part of the Annual Report.



MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

Subs to the year end, Religare Enterprises Limited (REL - the Parent Company) has entered into a binding term sheet with TCG Advisory Services Private Limited, Religare Finvest Limited (RFL) and Religare Housing Development Finance Corporation Limited (RHDFCL- subsidiary Company of RFL) on July 10, 2019, whereby REL will divest its entire stake in RFL to TCG Advisory Services Private Limited or any of its liates (Ac uirer). Pursuant to the divestment, the Ac uirer would also ac uire indirect interest in RHDFCL. The transaction is subject to necessary statutory and regulatory approvals and ful llment of other conditions precedent.

Further, the Board of Directors of your Company would like to draw your attention towards the following matters:

A) Fixed Deposits o RFL with Lakshmi Vilas Bank

RFL had made certain xed deposits with Lakshmi Vilas Bank (“LVB”) in November 2016 and January 2017. LVB vide its letter dated 7th February 2018 had con rmed xed deposits of Rs. 79,144.77 Lakhs to the Company.

RFL received a letter dated February 9, 2018 from LVB purporting to allude to certain loans disbursed by LVB to third parties allegedly in consideration of security of the RFL’s Fixed Deposits (“FDs”) with LVB. By means of this letter, LVB also purported to call upon RFL to execute the security documentation in connection with the alleged loans.

Vide its letter dated February 16, 2018, LVB was expressly informed that not only RFL was not party to any loans that were allegedly sanctioned or granted by LVB to any third party, as also that no authori ion, sanction or approval had ever been provided by RFL to LVB permitting the creation of any security or encumbrance of the FDs for any third party loans or borrowings. LVB was also forewarned that any attempt to subject the FDs to illegal encumbrance would not only be violative of RFL’s rights, but also constitute deliberate contempt by LVB of the Order dated January 5, 2018 passed by the Hon’ble Delhi High Court, a copy of which was served on LVB vide Legal notice dated February 16, 2018.

While things stood thus, RFL came to be in receipt of a copy of the letter dated April 24, 2018 addressed by LVB to the statutory auditors of RFL that LVB had “closed the said deposits on February 2, 2018 to li uidate the loans availed” by third parties. This was contrary to the c rmation received by the Statutory Auditors in November 2017 via email c rming the xed deposits.

RFL at no point in time, instructed, authori ed or consented to the li uidation of the xed deposits or the adjustment thereof against loans availed of by any third parties or the creation of any encumbrance on xed deposits, whether by way of a lien, security, charge or pledge in connection with the loans availed of by any third parties.

RFL had led a suit for recovery of amounts misappropriated by the LVB placed as Fixed Deposits with it on 31 May, 2018 before the Hon’ble Delhi High Court. The Hon’ble High Court was pleased to pass interim Orders directing that status uo be maintained in respect of RFL’s current account maintained with LVB. It is pertinent to mention here that LVB has sought to delay the adjudication of the interim reliefs and the suit for recovery sought by RFL by ling multiple applications, all of which have been kept in abeyance by the Hon’ble Court till such time RFL’s applications for interim reliefs are disposed of. The pleadings in the matter are now complete, in as much as LVB has led a reply to RFL’s suit and RFL has led its rejoinder to the same. LVB has further led a sur rejoinder to the rejoinder led by RFL. Strategic Credit Capital Private Limited and Participation Finance and Holdings (India) Private Limited have led applications to be impleaded in the matter, which are yet to be adjudicated on by the Hon’ble Court. The case has been xed for arguments on interim applications led by RFL for various dates since 19 July, 2018 till 11 March, 2019. On 11 March, 2019 arguments were addressed at length by the counsel of Plainti . The Hon’ble Court was pleased to reserve order on the interim application on 12 April, 2019.

Thereafter, LVB led another application placing ex-parte SEBI order dated 14.03.2019 on record. RFL davit pursuant to the order dated April 9, 2019 passed by the Hon’ble High Court of Delhi along with the reply ua the ex-parte interim order of the SEBI dated 14.03.2019 and letters addressed to RBI & NHB.

The Company has now led an amendment application seeking amendment of plaint before the Hon’ble High Court of Delhi on which notice has been issued for 23-Aug-19.

Apart from the civil suit for recovery RFL has also led a criminal complaint before the EOW, New Delhi on 15-May-19 which is under investigation.



B) Corporate Loan Book o

The Company has an exposure of INR 203,670.00 lacs towards the Corporate Loan Book. RBI has raised concerns in the past about the credit worthiness of the borrowers, credit appraisal and loan sanctioning mechanism followed by the company in respect of this book. The management has reviewed the portfolio and the nancial reports of the borrowers to determine the recoverability of the said loans. Based on the maturity dates of the loans, recovery steps instituted and the nancial reports of the borrowers, the Company had, on a prudent basis, made full provision of INR 203,670.00 lacs as at 31 March, 2019 against this portfolio.

A law rm of repute was appointed to undertake a detailed diligence on this loan book and the said diligence has been completed. Insolvency proceedings have been initiated before the NCLT Delhi and Kolkata against the Borrowers forming a part of the Corporate Loan Book. The Insolvency Petitions led before the NCLT New Delhi were listed on 27 March, 2019 for addressing arguments for the admission of petitions. Arguments were heard at length on the said date and the Hon’ble NCLT was pleased to reserve its ord sted the counsels for all the parties to le their written submissions. Order Reserved for admission but the Proceedings are stayed by Supreme Court vide order 05.04.2019. Based on the due diligence report and the replies led by the borrowers before the NCLT, RFL had also led a criminal complaint before the EOW, Delhi, on which a F.I.R. no. 50/2019 has been registered and is under investigation.

Whereas, the insolvency petition titled as “Religare Finvest Limited vs. Bharat Road Network Limited” led before the NCLT, Kolkata is posted for hearing on 19-Aug-19 for arguments on admission hearing. The corporate debtor/borrower has led its reply on the last date of hearing i.e. 18-Jul-19 to which RFL has to le its rejoinder.

During the year ended 31 March, 2019, there is no movement in this portfolio.

Note: Corporate Loan Book herein refers to loans given to the erstwhile promoter group entities (excluding the loans given to Religare Enterprises Limited, Religare Comtrade Limited and Bharat Road Networks Limited).

C) Settlement Agreement with Strategic Credit Capital Private L imit ed( “ SC C PL ”)

As disclosed in Annual Report for FY 2016-17, RFL has, in the Statement of Pr t and Loss for the half year ended September 30, 2016, written o of entire Rs. 51,991.51 lakhs due from SCCPL. Further, the loans given to Perpetual Credit Services Private Limited (“Perpetual”), (a group company of SCCPL) and loan Purchase from Nishu Finlease Pvt Ltd. of Rs. 27,375.69 were also written .

Thereafter, RFL had entered into the Settlement Agreement with the counterparties pursuant to which the various cases against each other at various courts and tribunals were withdrawn on consent terms, however RFL retained its right to recover the amounts due from SCCPL and Perpetual. However, despite the settlement agreement, SCCPL has again led following suits against RFL at various forums:

a. SCCPL & Ors. vs. RFL & Ors. at District Court Saket

SCCPL and its associate companies have led a suit before the Hon’ble District Court Saket seeking various reliefs including speci c performance of part of the Settlement Agreement entered into between RFL and the Petitioners in July 2017, and also seeking discharge of their obligations under the Settlement Agreement. The petitioners have sought discharge of their obligations under the Agreement. RFL has led applications seeking following:

1. Rejection of plaint

2. Extension of time f ling written statement.

3. For examination of documents and seeking responses to uestions.

The Plainti s (SCCPL and associate companies) hav led replies to the applications led by the Defendant (RFL). The Court has given liberty to RFL le rejoinder, if any, before the next date of hearing. Next date of hearing is 31st Aug-2019 for addressing arguments on RFL’s applications.



b. SCCPL & Ors. vs. LVB & Ors. at Delhi High Court

Strategic Credit Capital Private Ltd. (SCCPL) & Participation Finance & Holdings (India) Pvt. Ltd. (PFH) have led a commercial civil suit before Hon’ble Delhi High Court against Lakshmi Vilas Bank (LVB), wherein they have arrayed RFL and other entities as party. SCCPL and PFH are seeking various reliefs in the petition against LVB and amongst other relief, a direction against RFL’s xed deposits placed with LVB. RFL has led its written statement in the matter. No orders have been passed in this matter with regard to the xed deposits. An interim order dated February 22, 2018 passed to maintain status uo regarding the trademark as described in the Schedule of the Deed of Assignment. RFL has led application for rejection of plaint under order-VII Rule-11 and application u/s 340 Cr.pc against SCCPL for ling fabricated indemni cation cum release agreement. Loancore Servicing Solutions Pvt. Ltd. has led an application seeking substitution in place of Plainti s.

Also SCCPL has led application seeking injunction against RFL and REL restraining them from selling their business to TCG. The Court has granted 3 weeks to RFL to le its reply. The Next date of hearing is July 29, 19 for addressing arguments on the said application.

Insolvency proceedin led by RFL against SCCPL at NCLT, New Delhi

Nishu Finlease Private Limited (NFPL) entered into a loan agreement with the SCCPL on 21.07.2015 (“Loan Agreement”) whereby the SCCPL had availed a loan facility of Rs.40,00,00,000/- from NFPL. The repayment of the borrowed amounts was secured by creation of pledge over securities including 1, 32, 33,328 e uity shares of one ABG Shipyard Ltd. The loan given to SCCPL was repayable within twelve months from the date of disbursal of the loan and carried an interest rate of 12% per annum. On 16.06.2016, RFL entered into a sale agreement with NFPL (“Sale Agreement”) whereby RFL purchased the outstanding loan, along with the underlying securities and receivables, given by NFPL to SCCPL under the Loan Agreement for a purchase consideration of Rs.45,00,00,000/- (Rupees Forty Five Crores). Conse uently, RFL ac uired all the rights and interests of NFPL ua the loan availed by SCCPL under the Loan Agreement and the underlying security interests created thereunder.

Although in terms of the Loan Agreement, SCCPL was to make payment of the interest on a monthly basis, no such payment was made to RFL. As such, RFL invoked its right under Clause 24.1 of the Loan Agreement and terminated the Loan Agreement by issuing a Termination cum Recall Notice dated 24.06.2016.

The parties then entered into discussions to settle the payment of the outstanding dues. Pursuant to the discussions, RFL and the SCCPL entered into a Settlement Agreement dated 01.07.2017 for payment of the outstanding debt due and payable to the RFL. SCCPL acknowledged its liability to pay the outstanding loan amount of Rs.40,00,00,000/- (Rupees Forty Crore Only) in the Settlement Agreement. However, no payment was made by SCCPL towards the dues owed by it to the RFL.

The Company has led insolvency petition against SCCPL and the same is listed on 31-Jul-19 for admission hearing.

CHANGES IN CAPITAL STRUCTURE

No changes have occurred in the Authori and Paid-Up Share Capital of the Company during the Financial Year 2018-2019.

ANNUAL RETURN

The Annual Return extract in Form No. MGT 9 as re uired to be prepared in terms of Section 92(3) of the Companies Act, 2013 (‘Act’) is being uploaded on the website of the Company and can be accessed through the link https://www.religare nvest.com/Extract-of-Annual-Return.aspx

DEBENTURES AND COMMERCIAL PAPERS

During the nancial year under review 2018-19, your Company has not raised any money through debentures or commercial papers. However the Company has directed its e orts and continued its focus on Debt Capital Markets (DCM) to meet its funding re uirement.



Outstanding borrowings at any time were within the respective limits set by the Board and shareholders from time to time. The corresponding issues in Financial Year 2017-18 stood at Rs. 120 Crore under Commercial Paper and Rs. 665 Crore under NCDs.

Further, during Financial Year 2018-19, the Company has redeemed Rs. 240.9344 Crore of NCDs, inclusive of privately placed and publicly placed debentures.

The aggregate outstanding as on March 31, 2019 was Rs. 220.00 Crore in form of privately placed NCD and no commercial papers were outstanding as on March 31, 2019. The break up for the outstanding NCD program as on March 31, 2019 is given below:

Outstanding amount inRs (in Crore)

Break-up

Total Secured Unsecured

Publicly placed NCDs 0 0 0

Privately placedNCDs*

220 0 220

Total 220 0 220

*These are in the form of Subordinate Debentures.

CREDIT RATINGS

The Company’s credit ratings by various agencies at March 31, 2019 are given below:

Type Borrowing Rating Agency Amount(Rs. Crore)

Rating

Commercial Paper India Ratings 3,000 IND A4 (RatingWatch Negative)

Long Term Debt ICRA 300* ICRA BB (Rating Watch with Developing Implications)

Long Term Bank Loans India Ratings 15,000 IND B+ (RatingWatch Negative)

Short Term BankLoans

India Ratings 3000 IND A4 (RatingWatch Negative)

Sub Debt India Ratings 400 IND B+ (Rating WatchNegative)

Bank Limits ICRA 9000 IND BB / IND A4 (Rating Watch Negative)

* Rated amount includes rating of Tier II bonds as well

In the month of June, 2018, RFL has withdrawn the rating from CARE Ratings with respect to the Company’s publically placed Non-Convertible Debentures (NCDs) of Rs. 36.93 Crore after the redemption of these NCDs in full.



DEBENTURE TRUSTEES

The details of the debenture trustees for the privately placed subordinate debentures of the Company are given below:

Public Issued Debentures Privately Placed Debentures

Vistra ITCL (India) Limited (formerlyIL&FS Trust Company Limited)

Axis Trustee Services Limited

IL&FS Financial Centre, 2nd Floor, Axis House,

Plot C-22, G Block, Bombay Dyeing Mills Compound

Bandra-Kurla Complex, Pandurang Budhkar Marg, Worli,

Bandra(East),Mumbai-400051 Mumbai-400 025

Telephone Number : 022-26593927 Telephone Number:022-24255215/ 5216

Email Id:[email protected]

The details are available on the website of the Company at the link:http://www.religarefinvest.com/Trustee-Details.aspx

The Company is in compliance with all the disclosure uirements prescribed for listed companies under the SEBI Listing Regulations.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to Sections 124 and 125 of the Companies Act, 2013, read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer, and Refund) Rules, 2016 (“the IEPF Rules”) the Company has regularly sent communication to all such members whose pending application money/ unpaid interest/ principal/ are lying unpaid/ unclaimed against their name for seven consecutive years or more.

The details of such unclaimed moneys to be transferred to IEPF are uploaded on the website of the Company at the below web-linkhttps://www.religare nvest.com/Unpaid-Unclaimed-amounts.aspx.

RFL had come up with Public issue of NCD in September 2011 for total amount of Rs. 800 Crore with maturity of 3 year and 5 year. The unpaid / unclaimed amount of around Rs. 6, 53, 141/- on account of interest on NCD Public Issue-I, kept in the Escrow NCD Public Issue – I (Interest) Account, has been transferred to Investor Education and Protection Fund (IEPF) on April 30, 2019

The Application money for NCD Public Issue-I received by RFL for allotment of securities and due for refund amounting to Rs. 3, 92, 592/-, (principal and interest money) was transferred to IEPF fund on May 7, 2019.

Members/Investors whose matured debentures, interest on debentures, application money due for refund, or interest thereon, etc., has been transferred to the IEPF, may claim for refund of the unclaimed amounts to the IEPF Authority, by making an electronic application in e-Form IEPF-5 as detailed on the website of the Ministry of Corporate A airs at the web-link: http://www.iepf. gov.in/IEPF/refund.html.

RELIGARE FINVEST LIMITED EMPLOYEES STOCK OPTION SCHEME

Human Resources are key to the growth and success of an organi ation, more so in nancial services industry. It is therefore imperative to align the interests of the employees and shareholders of the Company. Employee Stock Option schemes have been universally accepted as retention and wealth creation tool that meets this objective.

To attract, retain, motivate and incentivi e the employees at all levels, your Board and Shareholders had approved RFL Employee Stock Option Scheme – 2010 and RFL Employee Stock Option Scheme - 2013



Further, the Board of Directors of the Company at its meeting held on February 6, 2019 had considered and approved RFL- Employee Stock Option Plan 2019 (“ESOP Scheme 2019/ Scheme”) not exceeding 10% of the expanded share capital of the Company (inclusive of the uity shares to be allotted pursuant to stock options granted under the ESOP Scheme 2019 and as considered after taking into account any other uity shares (including through convertible instruments) as may be issued by the Company during the currency of the ESOP Scheme 2019 in one or more tranches at such price and on such terms and conditions as may be determined to attract, retain and motivate right talent, to incentivi e management to drive core performance of the Business, to align interests of Shareholders and Management & to provide wealth creation opportunity for covered employees. Pursuant to the above, the shareholders of the Company in its meeting held on March 5, 2019 approved the Scheme

The Board had delegated the powers to the Nomination and Remuneration Committee of the Company (“the Committee”) for superintendence and administration of the ESOP Scheme 2019.

Under the said Scheme 1, 41, 27,882 stock options were granted by the Committee after the end of nancial year 2018-2019 till date the date of the signing of the Directors Report.

During the year under review, no fresh options were granted.

The disclosures re uired as per Rule 12(9) of Companies (Share Capital & Debentures) Rules, 2014 are given below: Details of ESOP Scheme 2013

(a) Options granted: NIL

(b) Options vested: 45,16,000

(c) Options exercised: NIL

(d) Total number shares arising as a result o exercise option: NIL

(e) Options lapsed: 64,09,000 options lapsed during the nancial year 2018-2019

(f) Exercise price: N.A. as no option has been exercised by any person till the date of Directors Report

(g) Variation term options: None

(h) Money realized by exercise options: None

(i) Total number options in orce: As on March 31, 2019, outstanding number of options is 45,16,000

(j) Employee wise details options granted to:

(i) Key managerial personnel: No fresh option granted during the year under review.

Though, the Board of Directors of the Company and shareholders of the Company had approved to er and grant from time to time such number of Options in one or more tranches under ESOP Scheme 2019

exercisable in ual number o ity Shares of face value of Rs. 10/- each fully paid up as per terms of ESOP Scheme 2019, which may exceed 1% of the issued capital (excluding outstanding warrants and conversions) of the Company at the time of grant of Option to the following KMP of the Company:

Employee

Mr. Sanjay D Palve, CEO of Religare Finvest Limited 6,552,382 shares of Religare Finvest Limited (RFL) constituting 2.5% of the issued capital

(ii) Any other employee who receives a grant of options in any one year of option amounting to ve percent or more of options granted during that year: No option granted during the year under review.

(iii) Identi ed employees who were granted option, during any one year, e ual to or exceeding one percent of the issued capital (excluding outstanding warrants and conversions) of the company at the time of grants: None



DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

a. Appointment o ctors and KMP in the Company during the Financial Year 2018-19 During the period under review following persons have been appointed as Directors/KMP in the Company.

Directors:

S. No.

Director Category Date Appointment

1. Mr. Vikram Talwar Non-Executive Independent Director April 05, 2018

2. Mrs. Sabina Vaisoha Non-Executive Independent Director August 16, 2018

3. Mr. Malay Kumar Sinha Non-Executive Independent Director August 16, 2018

4. Mr. Sushil Chandra Tripathi Non-Executive Independent Director November 09, 2018

5. Dr. Rashmi Saluja Non-Executive Independent Director March 12, 2019

Your Company had also led the application dated April 12, 2018 with RBI to grant approval for the appointment of the below mentioned proposed Directors:

1. Mr. Ashok Mehta (designated as Non-Executive Director);

2. Mr. Siddharth Mehta (designated as Non-Executive Director);

3. Mr. Pankaj Sharma (designated as Whole-Time Director)

RBI vide its letter dated December 13, 2018 has not acceded to the est of RFL for the above appointments to the Board of RFL.

Key Managerial Personnel (KMP):

S. No. Key Managerial Personnel

Designation KeyManagerial Personnel

Appointment

1. Mr. Sanjay D. Palve Chief Executive (CEO) August17, 2018

2. Mr. Gaurav Kaushik Chief Financial (CFO) March 28, 2019

b. Resignation/ Cessation Directors rom the Boar the Company:

S. No. the Director Category / Designation Resignation /Cessation

1. Mr. Padam Bahl Non-ExecutiveIndependent Director

June 04, 2018

2. Mr. R. K Shetty Non-ExecutiveIndependent Director

July 30, 2018

3. Mr. Vikram Talwar Non-ExecutiveIndependent Director

September 28, 2018

As on March 31, 2019 there were four (4) Non- Executive Independent Directors on the Board of RFL i.e. Mr. Malay Kumar Sinha, Ms. Sabina Vaisoha, Mr. Sushil Chandra Tripathi and Dr. Rashmi Saluja and 3 KMPs in the Company i.e. Mr. Sanjay D. Palve (CEO), Mr. Gaurav Kaushik (CFO) and Mr. Punit Arora (Company Secretary).

Mr. Sushil Chandra Tripathi and Dr. Rashmi Saluja (being additional directors) hold o ce up to the date of the ensuing Annual General Meeting. The Company has received re uisite notices in writing from member(s) of the Company proposing the candidatures of Mr. Sushil Chandra Tripathi, Non- Executive Independent Director and Dr. Rashmi Saluja, Non- Executive Independent Director. Further, they are not di uali ed from being appointed as Directors as speci ed in terms of Section 164 of the Act.



None of the Directors of your Company is dis uali ed as per provisions of Section 164(2) of the Companies Act, 2013. Your Directors have made necessary disclosures as re uired under various provisions of the Companies Act, 2013 and RBI norms.

Each of the Independent Director, at the rst meeting of the Board in which he/she participated as such has given a declaration that he/she meets the criteria of independence as provided under Section 149 of the Companies Act, 2013.

BOARD EVALUATION

Your Company has Board Evaluation Policy in place to establish and follow best practices in governance of the Board. The purpose of the Policy is to give all Board members an opportunity to evaluate and discuss the Board’s performance with candor and from multiple perspectives. The Board believes the evaluation will lead to a closer working relationship among Board members, greater e ciency in the use of the Board’s time, and increased e ectiveness of the Board as a governing body.

The performance evaluation framework consists of three parts as per below:

Performance Evaluation of Committees;

Performance Evaluation of the Board as a whole;

Performance Evaluation of Individual Directors

As a Board member, one’s role during evaluation is as follows:

Complete self-evaluation of the Committee(s) one is part of; prior to the Annual Board Meeting;

Complete self-evaluation of the Board as a whole; prior to the Annual Board Meeting;

Take part in peer evaluation of all colleagues on the Board during the Annual Board Meeting.

The performance evaluation of the members of the Board, the Board level Committees and Board as a whole was carried out on May 20, 2019 as per the policy.

APPOINTMENT AND REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Key Managerial Personnel and their remuneration.

Director’s Appointment and Remuneration Policy

Your Company has Director’s Appointment and Remuneration Policy in place to regulate the appointment and remuneration of Directors (including the Independent Directors) based on the laws and regulations applicable on the Company.

The Nomination & Remuneration Committee (NRC) determines the criteria of appointment to the Board and is vested with the authority to identify candidates for appointment to the Board of Directors. The NRC, along with the Board, on continuous basis will review appropriate skills, characteristics and experience re uired of the Board as a whole and its individual members. The objective is to have a Board with diverse background and experience in areas that is relevant for the company. In evaluating the suitability of individual Board member, the NRC will take into account multiple factors, including general understanding of the business, education, professional background, personal achievements, etc. Few important criteria against which each prospective candidate will also be evaluated are personal and professional ethics, integrity and values. He/she should be willing to devote su cient time and e ort in carrying out their duties and responsibilities e ectively & must have the aptitude to critically evaluate management’s working as part of a team. The NRC will evaluate each prospective candidate with the objective of having a group that best enables the success of the Company’s business. Based on recommendation of the NRC, the Board will evaluate the candidate(s) and decide on the selection of the appropriate member.



The Board through the CEO/NRC will make an invitation to the new member to join the Board as a Director. On acceptance of the same, the new Director will be appointed by the Board.

The form and amount of director’s remuneration will be recommended by the NRC to the Board for approval within the maximum amount permissible under the law. Employee directors will not be paid for Board membership in addition to their regular employee compensation. The NRC will conduct a review of director compensation on a periodic basis to ensure directors of the Company are compensated e ectively in a manner consistent with the strategy of the Company, and to further ensure that the Company will be able to attract, retain and reward those who contribute to the success of the Company.

Your Company has ‘Fit and Proper’ Policy in place for ascertaining the ‘ t and proper’ criteria to be adopted at the time of appointment of directors and on a continuing basis, pursuant to the Revised Regulatory Framework for NBFCs issued by the Reserve Bank of India in November 2014.

KMP Appointment and Remuneration Policy

Your Company has KMP Appointment and Remuneration Policy in place to regulate the appointment and remuneration of KMP based on the laws and regulations applicable on the Company. The intent is to ensure the pr oper appointment and fairness in the remuneration process of the KMP of the Company and at the same time, to attract and retain the best suitable talent for the Company.

The authority to identify right candidates for appointment of KMP’s is vested with the CEO, who, along with HR Head, will identify candidates internally or externally, basis which the NRC will propose to the Board for its approval for appointment along with proposed remuneration. The remuneration proposed will be consistent with the strategy of the company and in line with the comparable market and internal remuneration benchmarks.

In case of CEO’s appointment and remuneration, NRC will initiate the process of identifying the new Chief Executive O cer and propose the candidature to Board for its approval for appointment. CEO’s remuneration will be determined keeping in view the industry benchmark and the relative performance of the company to the industry performance; it will be proposed by NRC and subse uently approved by Board.

In case of revision in remuneration of KMP post their appointment, the proposed revision is to be placed before the NRC for its approval/rati cation, as the case may be. The remuneration proposed will be consistent with the strategy of the company and in line with the comparable market and internal remuneration benchmarks.

OTHERS’ EMPLOYEES APPOINTMENT AND REMUNERATION

Other employees’ appointment and remuneration is as per the HR policy of the Company. The Policy is placed at the website of the Company at the below link: https://www.religare nvest.com/Folders/resources/DownloadPdf/EmployeeRemunerationPolicy.pdf

BOARD MEETINGS

The Board met eight (8) times during the nancial year 2018-2019 vi April 05, 2018, May 16, 2018, May 29, 2018 (the meeting was adjourned to May 30, 2018), August 17, 2018, September 11, 2018 December 10, 2018, February 06, 2019 and March 28, 2019. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

Further, in accordance with Standard 9 of the Secretarial Standards-1 on “Meeting he Boa rectors”, the details on the number of meetings attended by each Director during nancial year 2018-2019 is given below:



theDirector

DIN No. Category Number meetings during the year 2018 - 2019

Held Entitled Attended

Mr. Padam Bahl1 01314395 Non – Executive

Independent Director

8 3 2

Mr. Rama Krishna Shetty2 01521858 Non – Executive


8 3 3

Mr. Vikram Talwar3 00416236 Non- Executive


8 4 3

Mr. Malay Kumar Sinha 08140223 Non - Executive


8 5 5

Mrs. Sabina Vaisoha 0207306 Non - Executive


8 5 5

Mr. Sushil Chandra Tripathi 0941922 Non - Executive


8 3 3

Dr. Rashmi Saluja 01715298 Non - Executive


8 1 1

BOARD COMMITTEES CONSTITUTED BY THE BOARD

The Board has the following Board sub-committees:

Audit Committee

Nomination and Remuneration Committee (NRC)

Share Allotment Committee (SAC)

Corporate Social Responsibility Committee (CSR)

Stakeholders Relationship Committee (SRC)

Loan / Investment and Borrowing Committee (LIBC)

Further, the Board has also constituted the following other committees to meet the re uirement of the RBI for applicable NBFCs :

Asset – Liability Committee (ALCO)

Risk Management Committee (RMC)

Review Committee for the identi cation of non-cooperative borrower (RC- NCB)

IT Strategy Committee (ITSC)

Asset Monet tion Committee (AMC)

Grievance Redressal Committee (GRC)

1 Mr. Padam Bahl resigned as Non-Executive Independent Director w.e.f. June 04, 2018;2 Mr. Rama Krishna Shetty resigned as Non-Executive Independent Director we.f. June 30, 2018;3 Mr. Vikram Talwar ceased to be Non-Executive Independent Director w.e.f., September 28, 2018



The composition of 12(Twelve) Committees (as referred above) as on March 31, 2019 is provided below.

Audit CommitteeThree Audit Committee Meetings were held during the nancial year 2018-2019 vi May 29, 2018, December 10, 2018 and February 06, 2019. The attendance of the members is as follows:

Category


Mr. Padam Bahl4 Member 3 1 0Mr. Rama Krishna Shetty5 Member 3 1 1Mr. Vikram Talwar6 Member 3 1 1Mrs. Sabina Vaisoha Member 3 2 2Mr. Malay Kumar Sinha Member 3 2 2Mr. Sushil Chandra Tripathi Member 3 2 2Dr. Rashmi Saluja Member 3 0 0

Nomination and Remuneration Committee (NRC)Three NRC Meetings were held during the nancial year 2018-2019 v . August 17, 2018, September 11, 2018 and March 28, 2019. The attendance of the members is as follows:

Category


Mr. Vikram Talwar7 Member 3 2 1

Mr. Malay Kumar Sinha Member 3 3 3

Mrs. Sabina Vaisoha Member 3 3 3

Mr. Sushil Chandra Tripathi Member 3 1 1

Dr. Rashmi Saluja Member 3 1 1

Corporate Social Responsibility Committee (CSR)Two CSR Committee Meetings were held during FY 2018-19 v . September 11, 2018 and December 10, 2018. The attendance of the members is as follows:

Category



Mrs. Sabina Vaisoha Member 2 2 2




4 Mr. Padam Bahl resigned as Non-Executive Director w.e.f. June 04, 2018;5 Mr. Rama Krishna Shetty resigned as Non-Executive Director w.e.f. June 30, 2018;6 Mr. Vikram Talwar ceased to be Non –Executive Director w.e.f. September 28, 2018 and subs tly ceased to be a member of Audit Committee7 Mr. Vikram Talwar ceased to be Non –Executive Director w.e.f. September 28, 2018 and subs tly ceased to be a member of NRC Committee.8 Mr. Vikram Talwar ceased to be Non –Executive Director w.e.f. September 28, 2018 and subs tly ceased to be a member of CSR Committee.



Stakeholders Relationship Committee (SRC)

No Meeting for Stakeholders Relationship Committee was re uired to be held during FY 2018-19.

As per provision of Section 178 (5) of the Companies Act, 2013 (‘Act’) every Company which has more than one thousand (1000) shareholders, debenture-holders shall at any time during a nancial year is uired to constitute a Stakeholders Relationship Committee responsible for the consideration and resolving the grievances of security holders of the Company.

Post redemption of publicly placed Non-Convertible Debentures in October 2018, RFL now does not fall in the aforesaid limit as it has sixteen (16) number of Debenture holders under its privately placed debentures, 7 number of e uity shareholders as on

December 31, 2018, which are less than one thousand (1000) stakeholders as per the provisions of the aforesaid section.

Accordingly, RFL is not re uired to have ‘Stakeholders Relationship Committee’ and therefore the Board of Directors of the Company in their meeting held on February 06, 2019 dissolved the Stakeholder Relationship Committee.

Share Allotment Committee (SAC)

No meeting was uired to be conducted for Share Allotment during FY 2018-2019. However, composition of committee as on March 31, 2019 is given below:

Category


Mr. Malay Kumar Sinha Member

NILMr. Sushil Chandra Tripathi Member

Mrs. Sabina Vaisoha Member

Dr. Rashmi Saluja Member

Other Committees constituted by the Board

Asset – Liability Committee (ALCO)

Five ALCO Meetings were held in FY 2018-19 vi . on October 17, 2018, October 24, 2018, December 27, 2018, February 06, 2019 and March 27, 2019. The attendance of the members is as follows:

Director/Member Category


Mr. Sanjay D. Palve Member 5 5 5

Mr. Kapil Krishan9 Member 5 2 2

Mr. Pankaj Sharma Member 5 5 5

Mr. Tarun Malik Member 5 2 2

Risk Management Committee (RMC)

Four Risk Management Committee Meetings were held during the nancial year 2018 -2019 v . December 10, 2018, January 23, 2019, February 06, 2019 and March 28, 2019. The attendance of the members is as follows:

9 Mr. Kapil Krishan ceased to be member of the Committee w.e.f., December 27, 2018



Director/Member Category





Mr. Sanjay D. Palve Member 4 4 4

Mr. Pankaj Sharma Member 4 4 4

The Composition of the Committee as on March 31, 2019 is given below:Headed by CRO;Risk Intelligence Unit Head; andLitigation Head as MembersNo meeting was held during the year under review. Review Committee or the identi cation non-cooperative borrower:

The composition of the Committee as on March 31, 2019 is given below:

Member Designation

Mr. Sanjay D. Palve Member


Mr. Sushil Chandra Tripathi Member


No meeting was held during the year under review. After the end of nancial year under review, one meeting of the Review Committee has been held on July 19, 2019.

IT Strategy Committee:

IT Strategy Committee was constituted by the Board of Directors in its meeting held on March 28, 2019. No meeting was held during the year under review.

The composition of the Committee as on March 31, 2019 is given below:

Member Designation

Mr. Malay Kumar Sinha Chairman

Mr. Sushil Chandra Tripathi Member

Mr. Rajesh Bhatia Member

Asset Monetization Committee (AMC)

Five AMC meetings were held in FY 2018-2019 vi on September 28, 2018, October 9, 2018, October 30, 2018, November 30, 2018 and December 29, 2018.The composition of the Committee as on March 31, 2019 is given below:

Member Designation

Mr. Sanjay D. Palve Chairman

Mr. Pankaj Sharma Member

Mr. Gaurav Kaushik Member

Mr. Tarun Malik Member



Grievance Redressal Committee

Three Grievance Redressal Committee meetings were held in FY 2018-2019 vi on August 6, 2018, November 1, 2018, January 30, 2019.The composition of the Committee as on March 31, 2019 is given below:

Member Designation

Mr. Sanjay D. Palve Chairman

Mr. Pankaj Sharma Member

Mr. Sameer Nanda Member

Mr. Abhishek Sharma Member

These Committees function as per the terms of reference as approved by the Board for the respective Committees.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

In compliance with Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules 2014, the Company has established a Corporate Social Responsibility (CSR) Committee. The CSR Committee has formulated and recommended to the Board, a CSR Policy indicating the activities to be undertaken by the Company, which has been approved by the Board and the same has been put up on the Company’s website and available at the link:

http://www.religarefinvest.com/Folders/resources/DownloadPdf/Corporate_SocialResponsibility_Policy_18082017.pdf

The CSR policy was adopted on March 30, 2015 by the Company, Religare Finvest Limited (RFL) and was further amended on June 28, 2017.

The belief and philosophy of the group is that being a responsible corporate citi it would strive to bring about overall positive impact in societies/local communities. The group has identi ed provision of healthcare assistance, and health and wellness related awareness relevant to the local underprivileged /marginali communities as the areas of focus for CSR objectives.

Earlier, the Religare group (including Religare Finvest Limited) had engaged the Fortis Charitable Foundation (FCF) as its implementation partner to pursue and drive the identi ed agenda/programs.

However, durin nancial year under review the Board of Directors of Religare Enterprises Limited (‘Religare’), the Parent Company of the Company, have reviewed the engagement with FCF and decided to terminate the CSR Agreement dated 14th Dec 2016 entered by Religare and its subsidiaries with Fortis Charitable Foundation.

Further, the Board of Directors of your Company in its meeting held on September 11, 2018 has also approved the termination of engagement with FCF. Termination Letter providing 90 days written notice to end the agreement was sent to FCF. The ective date of termination was January 11, 2019.

Now, the Company will be exploring new agencies or other options for undertaking the CSR activities of the group in a fruitful manner for the bene t of society.

For the year ended March 31, 2019, the Company was not re uired to spend money under CSR fo nancial year 2018-19 as prescribed under Section 135 of the Companies Act, 2013 since the average net pr t (net losses) of the Company for last three nancial years was Rs. (4,698,295,386).

The statutory disclosures with respect to the CSR Committee, in terms of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules 2014, in the form of the annual report on CSR Activities is laid down in Annexure – C which forms part of this Report.

STATUTORY AUDITORS

In the Annual General Meeting of the Company held on September 28, 2017, Shareholders of the company by passing an ordinary resolution had appointed M/s S.S. Kothari Mehta & Co., Chartered Accountants (Firm



Registration No.: 000756N) as the Statutory Auditors of the Company in place of M/s Price Waterhouse, Chartered Accountants (Firm Registration No. 301112E), erstwhile statutory auditors of the Company, to hold o ce for a period of ve consecutive years commencing from th nancial year 2017-18 i.e. from the conclusion of 22nd Annual General Meeting until the conclusion of the 27th Annual General Meeting of the Company to be held in the year 2022, (subject to rati cation by the Members at every Annual General Meeting).

However, in accordance with the Companies Amendment Act, 2017, enforced on May 07, 2018 by Ministry of Corporate A airs, the appointment of Statutory Auditors is not re uired to be rati ed at every Annual General Meeting.

AUDITORS’ REPORT

Management’s response on the Statutory Auditors’ Quali cation / Comments on the Company’s standalone/consolidated nancial statements:

A) Fixed Deposits o RFL with Lakshmi Vilas Bank

RFL had made certain xed deposits with Lakshmi Vilas Bank (“LVB”) in November 2016 and January 2017. LVB vide its letter dated 7th February 2018 had con rmed xed deposits of Rs. 79,144.77 Lakhs to the Company.

RFL received a letter dated February 9, 2018 from LVB purporting to allude to certain loans disbursed by LVB to third parties allegedly in consideration of security of the RFL’s Fixed Deposits (“FDs”) with LVB. By means of this letter, LVB also purported to call upon RFL to execute the security documentation in connection with the alleged loans.

Vide its letter dated February 16, 2018, LVB was expressly informed that not only RFL was not party to any loans that were allegedly sanctioned or granted by LVB to any third party, as also that no authori ion, sanction or approval had ever been provided by RFL to LVB permitting the creation of any security or encumbrance of the FDs for any third party loans or borrowings. LVB was also forewarned that any attempt to subject the FDs to illegal encumbrance would not only be violative of RFL’s rights, but also constitute deliberate contempt by LVB of the Order dated January 5, 2018 passed by the Hon’ble Delhi High Court, a copy of which was served on LVB vide Legal notice dated February 16, 2018.

While things stood thus, RFL came to be in receipt of a copy of the letter dated April 24, 2018 addressed by LVB to the statutory auditors of RFL that LVB had “closed the said deposits on February 2, 2018 to li uidate the loans availed” by third parties. This was contrary to the con rmation received by the Statutory Auditors in November 2017 via email c rming the xed deposits.

RFL at no point in time, instructed, authori ed or consented to the li uidation of the xed deposits or the adjustment thereof against loans availed of by any third parties or the creation of any encumbrance on xed deposits, whether by way of a lien, security, charge or pledge in connection with the loans availed of by any third parties.

RFL had led a suit for recovery of amounts misappropriated by the LVB placed as Fixed Deposits with it on 31 May, 2018 before the Hon’ble Delhi High Court. The Hon’ble High Court was pleased to pass interim Orders directing that status uo be maintained in respect of RFL’s current account maintained with LVB. It is pertinent to mention here that LVB has sought to delay the adjudication of the interim reliefs and the suit for recovery sought by RFL by ling multiple applications, all of which have been kept in abeyance by the Hon’ble Court till such time RFL’s applications for interim reliefs are disposed of. The pleadings in the matter are now complete, in as much as LVB has led a reply to RFL’s suit and RFL has led its rejoinder to the same. LVB has further led a sur rejoinder to the rejoinder led by RFL. Strategic Credit Capital Private Limited and Participation Finance and Holdings (India) Private Limited have led applications to be impleaded in the matter, which are yet to be adjudicated on by the Hon’ble Court. The case has been xed for arguments on interim applications led by RFL for various dates since 19 July, 2018 till 11 March, 2019. On 11 March, 2019 arguments were addressed at length by the counsel of Plainti . The Hon’ble Court was pleased to reserve order on the interim application on 12 April, 2019.

Thereafter, LVB led another application placing ex-parte SEBI order dated 14.03.2019 on record. RFL davit pursuant to the order dated April 9, 2019 passed by the Hon’ble High Court of Delhi along with the reply ua the ex-parte interim order of the SEBI dated 14.03.2019 and letters addressed to RBI & NHB.



RFL has now led an amendment application seeking amendment of plaint before the Hon’ble High Court of Delhi on which notice has been issued for 23-Aug-19.

Apart from the civil suit for recovery RFL has also led a criminal complaint before the EOW, New Delhi on 15-May-19 which is under investigation.

B) Corporate Loan Book o

RFL has an exposure of INR 203,670.00 lacs towards the Corporate Loan Book. RBI has raised concerns in the past about the credit worthiness of the borrowers, credit appraisal and loan sanctioning mechanism followed by the company in respect of this book. The management has reviewed the portfolio and th nancial reports of the borrowers to determine the recoverability of the said loans. Based on the maturity dates of the loans, recovery steps instituted and the nancial reports of the borrowers, the Company had, on a prudent basis, made full provision of INR 203,670.00 lacs as at 31 March, 2019 against this portfolio.

A law rm of repute was appointed to undertake a detailed diligence on this loan book and the said diligence has been completed. Insolvency proceedings have been initiated before the NCLT Delhi and Kolkata against the Borrowers forming a part of the Corporate Loan Book. The Insolvency Petitions led before the NCLT New Delhi were listed on 27 March, 2019 for addressing arguments for the admission of petitions. Arguments were heard at length on the said date and the Hon’ble NCLT was pleased to reserve its ord sted the counsels for all the parties to le their written submissions. Order Reserved for admission but the Proceedings are stayed by Supreme Court vide order 05.04.2019. Based on the due diligence report and the replies led by the borrowers before the NCLT, RFL had also led a criminal complaint before the EOW, Delhi, on which a F.I.R. no. 50/2019 has been registered and is under investigation.

Whereas, the insolvency petition titled as “Religare Finvest Limited vs. Bharat Road Network Limited” led before the NCLT, Kolkata is posted for hearing on 19-Aug-19 for arguments on admission hearing. The corporate debtor/borrower has led its reply on the last date of hearing i.e. 18-Jul-19 to which RFL has to le its rejoinder.

During the year ended 31 March, 2019, there is no movement in this portfolio.

Note: Corporate Loan Book herein refers to loans given to the erstwhile promoter group entities (excluding the loans given to Religare Enterprises Limited, Religare Comtrade Limited and Bharat Road Networks Limited).

C) Interest on loans availed by RFL

During the year, some of the lenders have increased interest rates mainly due to downgrade in External Credit rating (ECR) of the Company. The Company has protested for such increase in the interest rate and has not serviced increased interest rate. Further, Company has not made the provision of increased amount of Interest amounting to Rs. 2,898.47 lakhs, but the company shown the same as contingent liability in th nancial statement.

The company has raised the concern with the banks and is perusing with the banks for restoring the contractual Rate of Interest.

D) Settlement Agreement with Strategic Credit Capital Private L imited ( “ SC C PL ”)

As disclosed in Annual Report for FY2016-17, RFL has, in the Statement of P t and Loss for the half year ended September 30, 2016, written tire Rs. 51,991.51 lakhs due from SCCPL. Further, the loans given to Perpetual Credit Services Private Limited (“Perpetual”), (a group company of SCCPL) and loan Purchase from Nishu Finlease Pvt Ltd. of Rs. 27,375.69 were also written .

Thereafter, RFL had entered into the Settlement Agreement with the counterparties pursuant to which the various cases against each other at various courts and tribunals were withdrawn on consent terms, however RFL retained its right to recover the amounts due from SCCPL and Perpetual. However, despite the settlement agreement, SCCPL has again led following suits against RFL at various forums:



a. SCCPL & Ors. vs. RFL & Ors. at District Court Saket

SCCPL and its associate companies have led a suit before the Hon’ble District Court Saket seeking various reliefs including speci c performance of part of the Settlement Agreement entered into between RFL and the Petitioners in July 2017, and also seeking discharge of their obligations under the Settlement Agreement. The petitioners have sought discharge of their obligations under the Agreement. RFL has led applications seeking following:

4. Rejection of plaint

5. Extension of time f ling written statement.

6. For examination of documents and seeking responses to uestions.

The Plainti s (SCCPL and associate companies) hav led replies to the applications led by the Defendant (RFL). The Court has given liberty to RFL le rejoinder, if any, before the next date of hearing. Next date of hearing is 31st- Aug-2019 for addressing arguments on RFL’s applications.

b. SCCPL & Ors. vs. LVB & Ors. at Delhi High Court

Strategic Credit Capital Private Ltd. (SCCPL) & Participation Finance & Holdings (India) Pvt. Ltd. (PFH) have led a commercial civil suit before Hon’ble Delhi High Court against Lakshmi Vilas Bank (LVB), wherein they have arrayed RFL and other entities as party. SCCPL and PFH are seeking various reliefs in the petition against LVB and amongst other relief, a direction against RFL’s xed deposits placed with LVB. RFL has led its written statement in the matter. No orders have been passed in this matter with regard to the xed deposits. An interim order dated February 22, 2018 passed to maintain status uo regarding the trademark as described in the Schedule of the Deed of Assignment. RFL has led application for rejection of plaint under order-VII Rule-11 and application u/s 340 Cr.pc against SCCPL for ling fabricated indemni cation cum release agreement. Loancore Servicing Solutions Pvt. Ltd. has led an application seeking substitution in place of Plainti s.

Also SCCPL has led application seeking injunction against RFL and REL restraining them from selling their business to TCG. The Court has granted 3 weeks to RFL to le its reply. The Next date of hearing is July 29, 19 for addressing arguments on the said application.

Insolvency proceedin led by RFL against SCCPL at NCLT, New Delhi

Nishu Finlease Private Limited (NFPL) entered into a loan agreement with the SCCPL on 21.07.2015 (“Loan Agreement”) whereby the SCCPL had availed a loan facility of Rs.40,00,00,000/- from NFPL. The repayment of the borrowed amounts was secured by creation of pledge over securities including 1,32,33,328 e uity shares of one ABG Shipyard Ltd. The loan given to SCCPL was repayable within twelve months from the date of disbursal of the loan and carried an interest rate of 12% per annum. On 16.06.2016, RFL entered into a sale agreement with NFPL (“Sale Agreement”) whereby RFL purchased the outstanding loan, along with the underlying securities and receivables, given by NFPL to SCCPL under the Loan Agreement for a purchase consideration of Rs.45,00,00,000/- (Rupees Forty Five Crores). Conse uently, RFL ac uired all the rights and interests of NFPL ua the loan availed by SCCPL under the Loan Agreement and the underlying security interests created thereunder.

Although in terms of the Loan Agreement, SCCPL was to make payment of the interest on a monthly basis, no such payment was made to RFL. As such, RFL invoked its right under Clause 24.1 of the Loan Agreement and terminated the Loan Agreement by issuing a Termination cum Recall Notice dated 24.06.2016.

The parties then entered into discussions to settle the payment of the outstanding dues. Pursuant to the discussions, RFL and the SCCPL entered into a Settlement Agreement dated 01.07.2017 for payment of the outstanding debt due and payable to the RFL. SCCPL acknowledged its liability to pay the outstanding loan amount of Rs.40,00,00,000/- (Rupees Forty Crore Only) in the Settlement Agreement. However, no payment was made by SCCPL towards the dues owed by it to the RFL.

RFL has led insolvency petition against SCCPL and the same is listed on 31-Jul-19 for admission hearing.



E) Loans provided to Religare Enterprises Limited and Religare Comtrade Limited

RFL had provided loans aggregating to Rs 18,550 lakhs to Religare Enterprises Limited (REL, the holding Company) and Rs. 12,500 lakhs to Religare Comtrade Limited (RCTL, fellow subsidiary company). During the year, these loans have slipped into the State 3 category and classi ed as credit impaired due to non-repayment of dues by these companies. RFL has considered an expected credit loss of 185.50 lakhs and Rs 125 lakhs on loans provided to REL and RCTL respectively and has not recognised any interest income on these loans during the nancial year.

F) De red Tax Assets

RFL carries Deferred Tax Assets (DTA) aggregating to Rs.49315.69 lakhs as at 31st March 2019. As a matter of prudence, the creation of additional deferred tax asset (DTA) was restricted during the year and DTA has been kept at Rs. 49,315.69 lacs (same as at 31st March 2018), considering the availability of future taxable pro t against which the deductible temporary di erences and unused tax losses can be utili ed.

G) Material weakness in Internal Financial Control over Financial Reporting in the Credit evaluation process in respect o orporate Loan Book and loan against property & shares;

As apprised in the last year’s report as a strategy, RFL management has decided not to extend any further loans under Corporate Loan Book and loan against shares. Further controls exist for loans granted under Loans against property (SME-Secured Loans) and Loans against shares. Further, since RFL is under corrective action plan of RBI since January 2018, no fresh loan has been disbursed during the year under reporting and hence controls in respect of these processes were not tested during the year.

H) Updated documentation or Micro Small & Medium Enterprises as MSMED Act 2006;

During the year under review, RFL has taken steps for updating its documentation for Micro, Small and Medium Enterprises as per MSMED Act, 2006 which is expected to be completed this year.

I) Strengthening o control over In ormation Technology General Controls:

RFL management has implemented corrective actions in the Controls over Information Technology General Controls during the year under review. However, certain controls need to be further strengthened particularly in respect of access rights management and IT assets management for whic uate steps are being taken by the Management.

SECRETARIAL AUDITOR & SECRETARIAL AUDIT REPORT

As per the provisions of Section 204 of the Companies Act, 2013, the Board of Directors of the Company has appointed M/s P I & Associates as the Secretarial Auditor of the Company to conduct the Secretarial Audit. The Secretarial Audit Report for the nancial year ended March 31, 2019, is annexed to this Report as Annexure-D.

Management comments on uali cations given by auditors in the report are as follows:

1. That the office of Managing Director, Chief Executive Officer or Whole Time Director was filled on August 17, 2018 and that of Chief Financial Officer was filled on March 28, 2019. In both the cases, the respective offices were remained vacant for more than six months which is not in accordance with the section 203 of the Companies Act, 2013.

It was due to some unforeseen and unavoidable circumstances and reasons which were beyond the control of the management. However, management team and HR Team had been rigorously working on nding a right and prospective candidate for fu lling the irement of KMPs in the ired positions in the Company so that compliance under the Companies Act, 2013 (‘the Act’) can be ensured. Accordingly, on April 5, 2018, the Company had appointed Whole Time Director subject to the RBI’s approval, the application has been led with RBI in the month of April 2018 and the approval from RBI was awaited. However, RBI vide its letter dated December 13, 2018 has not acceded to the re uest of RFL for the appointment of WTD to the Board of RFL.

Further, the CEO has been appointed by the Board on August 17, 2018.

2. That as per the Master Directions- Information Technology (IT) for the NBFC Sector, the Company has not complied



with these directions by September 30, 2018 including constitution of IT Strategy Committee, IT/ Information System (IS) Policy and other policies, etc. However, the Board of Director in its meeting held on March 28, 2019 constituted the said committee.

The Gap Assessment as per RBI irement has been conducted and the report has already been presented to the Board in November 2017 and the Board was apprised about RBI’s re uirements w.r.t. IT framework in its meeting held on June 28, 2017.

During the aforesaid periods, there were ent changes at the Board and management level, hence no further decision and action was taken to to full th irement of said RBI Master Directions.

However, the management and the department heads have internally discussed evaluated and are in the process of nali ation of the said policies and necessary steps are being taken to get the same approved by the Board of Directors.

Further, the Company does have Change Management Policy in place since November 2018.

3. That in terms of RBI Notification dated December 19, 2017 and relevant provisions of Insolvency and Bankruptcy Code (IBC), 2016, every financial creditor (incl. NBFCs) shall furnish the information on a debt to an Information Utility (IU). However, the Company has not furnished such information to any IU registered with the Insolvency and Bankruptcy Board of India (IBBI).

The Company has got the registration process completed with National E- Governance Securities Limited (NeSL). NeSL has approved the registration and further the cers are being trained to run out the process of submission and authentication o nancial information.

In the meantime, Reserve Bank of India vide its letter dated January 18, 2018 has advised RFL, to adhere to corrective action plan (CAP) given by it. The said CAP, inter alia, prohibits RFL from expansion of credit/ investment portfolios other than investment in government securities and advices RFL not to pay dividend. Therefore, submission of information on the NeSL portal will be initiated post initiation of fresh business by RFL.

4. That as per the requirement prescribed under RBI Master Directions, 2016 (incl. amendments thereto), the capital adequacy ratio (CRAR) is below the minimum requirement of 15% as at the end of the period.

The CRAR of the Company stood at 3.70 % (negative) as at 31st March 2019 (Previous Year 19.88% reinstated as per IND AS) which is below the minimum prescribed limit of 15% of the Reserve Bank of India. CRAR has decreased due to net loss after tax of Rs. 154,806.09 lakhs during the year primarily due to provisions made in respect of the loan book (mainly Corporate Loan Book), reduction in loan book and no new business being done by the Company. This has been reported to RBI in the audited returns led.

Also, the company’s management team are in talks with the RBI o cials so as to keep them updated about the various restructuring plans which are in the process of being initiated at the company level so as to be in compliance with the RBI Master Directions.

5. That the Company has not appointed any director as the designated director in terms of the provisions of Prevention of Money Laundering Act, 2002 read with RBI (Know your Client) Directions, 2016.

The Company has led an application dated April 12, 2018 with RBI for granting approval for the appointment of the below mentioned proposed Directors on the Board of RFL:

1. Mr. Ashok Mehta (designated as Non-Executive Director);

2. Mr. Siddharth Mehta (designated as Non-Executive Director); and

3. Mr. Pankaj Sharma (designated as Whole-Time Director).

However, RBI vide its letter No. DNBS.ND.No.3442/NDSI/05.18.135/2017-2018 dated December 13, 2018 has not acceded est of RFL for the above appointments to the Board of RFL.

The Company has also informed Financial Intelligence Unit in this regard vide its email dated January 22, 2019 (copy of



email enclosed herewith) that once, the Company obtains the necessary approvals, the Company will be in a position to nominate a Designated Director to comply with the captioned RBI Directions and PMLA Guidelines.

PARTICULARS OF INVESTMENTS, LOANS AND GUARANTEES

The Company being a Non-Banking Financial Company (NBFC) registered with the Reserve Bank of India (RBI) primarily engaged in the business of lending to MSME segments is exempted from provisions of Section 186 of the Companies Act, 2013 (“Act”). Accordingly, there are no details of particulars of loans, guarantees or investments that are re uired to be provided as per Section 134(3) (g) of the Act.

RELATED PARTY TRANSACTIONS

There is no detail uired to be provided in Form AOC-2 prescribed under clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.

All Related Party Transactions are placed before the Audit Committee f or approval as per the Related Party Transactions Policy of the Company as approved by the Board. Further, details of all transactions with related parties are provided in the accompanying nancial statements of the Company.

Regulatory Disclosures on Related Party Transactions re uired under RBI’s Revised Regulatory Framework for NBFCs are as follows:

Ø The Company has policy in place on dealing with Related Party Transactions and the policy may be accessed on the Company’s website at the link:

https://www.religarefinvest.com/Folders/resources/DownloadPdf/RFL_Related_Party_Transaction_PolicyDecember_102018.pdf

Ø There were no material Related Party Transactions of the Company, identi ed as per the Company’s Policy on Related Party Transactions framed pursuant to the RBI’s Revised Regulatory Framework for NBFCs

RISK MANAGEMENT

The Company has a Board adopted Risk Management Policy in place. The Board constituted Risk Management Committee is responsible for framing, implementing and monitoring various types of risks including strategic risk, operational risk, nancial risk, compliance-regulatory-legal risk, reputational risk, investment risk, interest rate risk, market risk, concentration risk etc.

The Company has laid down procedures to inform the Risk Management Committee members about risk assessment & mitigants to minimi the identi ed risks. This involves reviewing operations, processes & controls of the organi tion, identifying potential threats and likelihood of their occurrence, and taking appropriate actions to address the most likely threats.

The status of all the identi ed risks is periodically put up to the Risk Management Committee which critically evaluates the same and provides necessary guidance. This procedure paves the way for ective risk management to safeguard the interest of the Company.

During the year under review, the Risk Management Policy was amended to the extent that RFL has discontinued the loans under Corporate Loan Book and therefore the said policy has been removed from the Risk Management Policy.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company has a vigil mechanism named Whistle Blower Policy (“Policy”) to deal with instances of unethical practices, fraud and mismanagement or gross misconduct with regards to business operations, if any that can lead to nancial loss or reputational risk to the organi ation. The Company takes strong exception to any untoward business practices and encourages its stakeholders to make disclosures whether they are Directors, permanent/contractual employees, customers, contractors, vendors, suppliers, customers or any other person having an association with the Company. The Policy which is displayed on the Company’s website also provides for protection to the whistleblower as well as the procedure for investigation, decision and reporting regarding a disclosure made.



As per the guidelines for making a disclosure, the person making a disclosure has to do so in physical writing or email to the ombudsperson, who is Chairman of Audit Committee, as per the details speci ed in the Policy. The ombudsperson acknowledges the receipt of the disclosure and takes appropriate action depending on whether or not it constitutes a malpractice. The process varies slightly in terms of corrective action to be taken as per situation applicable, depending on the seniority level of the person against whom action is sought to be taken.

During the year F.Y. 2018-2019, no complaint has been received under the Whistle Blower mechanism.

DIRECTOR S’ RESPONSIBILITY STAT EMENT

Pursuant to Section 134(5) of the Act, the board of directors, to the best of their knowledge and ability, con rm that:

a) in the preparation of the annual nancial statements for the year ended March 31, 2019 the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of a airs of the Company at the end of the nancial year and of the loss of the Company for that period;

c) they have taken proper and su cient care for the maintenance of ad uate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) they have prepared the annual accounts on a going concern basis ;

e) they have laid down internal nancial controls to be followed by the Company and such internal nancial controls are ade uate and operating e ectively ; and

f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are ade uate and operating e ectively.

INTERNAL CONTROL SYSTEM AND INTERNAL FINANCIAL CONTROLS

The Company has an Internal Control System, commensurate with the si e, scale and complexity of its operations. The scope and authority of the Internal Audit function i ned in the comprehensive agreement with the internal audit agency, which is reviewed and approved by the Audit Committee of the Company. The Company has appointed M/s KPMG as the Internal Auditor of the Company as approved by the Audit Committee. KPMG also assist the Company in testing and reporting of Internal Financial Controls (IFC) on uarterly basis through an integrated system of internal audit and IFC testing. To maintain its objectivity and independence, the Internal Auditor reports to the Audit Committee.

The Internal Auditor evaluates the e cacy and ad cy of the internal control system and internal Financial Controls in the Company, its compliance with operating manuals, accounting procedures, policies and regulatory irements of the Company. Based on the integrated report of internal audit function and IFC, process owners undertake corrective action in their respective areas and thereby strengthen the internal controls. Signi cant audit observations and corrective actions thereon along with IFC dashboard are presented to the Audit Committee on uarterly basis.

The management has taken various policy decisions to strengthen the internal controls including Operational Risk Framework encompassing processes, systems, people and external events implemented for SME business thereby strengthening control environment in the organi ion. Any incident reported by any employee is tracked for corrective and preventive action. All new process and process changes are routed through the Operational Risk Management team for reviews, improvements and collation at single location.

Steps taken by RFL/the Company to further strengthen the internal controls and Corporate Governance

Additionally some of the continuin orts / steps taken by RFL/the Company to further strengthen the internal controls; corporate governance and the risk management framework etc. are as follows:



(a) Every function has reviewed the existing processes and SOPs and ensured a written down updated SOP is available for its respective function covering all the key processes. This has helped the organi ation to strengthen the business process manual and various underlying controls.

(b) CMF business has been put on li uidation with the current portfolio down to Rs. 183 crore as of 31 March ’ 19

(c) Strengthened controls on partial release of collateral

(d) Signi c orts taken by collection team through rigorous settlement strategy incorporating strong controls.

Since, no new lending business is allowed as directed by RBI vide its letter dated 18 January 2018 wherein RBI has put RFL under Corrective Action Plan (CAP) and hence RFL shall operationali the controls relating to underwriting once again when business restarts.

(e) Further, the Company has a vigil mechanism named Whistle Blower Policy to deal with instance of unethical practices, fraud and mismanagement or gross misconduct by the employees of the Company, if any, that can lead to nancial loss or reputational risk to the organi tion. The Company has reviewed the policy and has taken various steps at group level to further strengthen the vigil mechanism and few of them are as follows:

(i) Banner has been put on HR portal to drive attention of employees and create further awareness.

(ii) Policy is explained in detail as part of regular employee induction for new employees.

(iii) Policy has been circulated through e-mail and banner has been placed on intranet website of the Company.

(iv) Drop boxes are being kept at all major locations (wherever we have 100+employees) for employees to drop their complaints in the boxes.

Development and implementation o Control Matrix (RCM)

Key component of an organi ation’s risk management framework is the Risk Control Matrix (‘RCM’) which systematically captures key risks (operational, regulatory nancial) and mitigating internal controls. It enables assessment of key controls through testing of data pertaining to each control - control description and key attributes alignment to COSO framework, nancial statement assertions, test procedures, management action plans, etc.

Backward integration of RCMs with existing risk-control assurance platforms would assist in addressing key re uirements of Internal Financial Controls (‘IFC’), under the Companies Act, 2013

Key ben ts o CM

Structured and consistent process for management of risk

Information is recorded and auditable

Quick and ective means of formally capturing key business risks

Demonstrates organi tion’s ability to manage / mitigate risk in a comprehensive and timely manner.

Key Elements o Control Matrix

Contains key risks by type / category and corresponding controls for mitigation

Linkages with process documentation through control references

Identi cation of risk and control ownership

Control design and testing, including results thereof

Coverage of Internal Financial Controls

Addressing nancial statement assertions



Completeness

Existence / Occurrence

Accuracy

Valuation

Rights & Obligations

Presentation & Disclosures§

Key Activities - Strengthening the Risk Control Matrices

Preparation / Updation of RCMs for key businesses and support functions

Process framework based on COSO 2013, Companies Act 2013, ICAI Guidance Notes

Capture of additional risks and key controls

Linkages to nancial assertions / IFC

Mitigating controls

T es ti ng of RCMs and i ntegrati on with Internal Audi t (‘IA’)

Quarterly test of key controls captured in RCMs based on risk grading / prioriti ation and its alignment to IA testing (as per uarterly scope of work) for integrated coverage.

Reporting to Risk Committee

Reporting on controls testing (including high level view of key risks and controls) to be combined as part of uarterly IA reporting

Reporting to Risk Committee on half-yearly basis.

Reporting to Audit Committee on uarterly basis.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

Even though operations of the Company are not energy intensive, the management has been highly conscious of the importance of conservation of energy and technology absorption at all operational levels and e orts are made in this direction on a continuous basis. In view of the nature of activities which are being carried on by the Company, the particulars as prescribed under Section 134(3)(m) of the Companies Act, 2013 read with rule 8 of the Companies (Accounts) Rules, 2014 regarding Conservation of Energy and Technology Absorption are not applicable to the Company and hence not been provided.

FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company has continued to maintain focus and avail of export opportunities, as may be permissible from time to time, based on economic considerations. The Company has not earned any foreign exchange during the year under review. Further the amount of foreign exchange outgo is given below:

Earnings : Nil

Outgo : Rs. 4,091,317.00

MAINTAINANCE OF COST RECORDS

The Company is in th nancial services industry. In view of the nature of activities which are being carried on by the Company, the maintenance of cost records as speci ed by the Central Government under sub-section (1) of section 148 of the Act is not applicable on the Company and hence such accounts and records are not maintained.



COMPLIANCE WITH SECRETARIAL STANDARADS

The Board of Directors a rm that the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (SS1 and SS2) respectively relating to Meetings of the Board, its Committees and the General Meetings in the best interest of the Company except to the extent mentioned in the Secretarial Audit Report.

STATUTORY DISCLOSURES ON REMUNERATION OF EMPLOYEES

The information as re uired in accordance with Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 read with the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016, as applicable, is appended herewith as Annexure – E and Annexure –F and forms an integral part of this Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE RESERVE BANK OF INDIA (RBI) AND OTHER REGULATORS OR COURTS

RBI:

RBI vide its letter dated January 18, 2018 has advised RFL to adhere to Corrective Action Plan (CAP) through which RFL has been prohibited from expansion of credit/investment portfolio other than investment in government securities and advised RFL not to pay dividends. In this regard, the Company is taking all the necessary corrective measures as advised by RBI and will seek removal of CAP in due course.

SEBI:

SEBI had passed an ad-interim ex-parte order on October 17, 2018 (“Order”) in relation to FHL issuing certain directions against RFL

In response to the ex-parte Order, RFL had led various representations and submissions with SEBI and had also attended the personal hearing before SEBI.

Further in the said matter, SEBI has passed a Con rmatory Order on March 19, 2019 in the matter against all the Notices including RFL. Based on the representation led by RFL which are recorded in the Con rmatory Order, the directions issued against RFL have now been modi ed in the Con rmatory Order. The directions would however continue till further orders as the investigation is underway.

CODE OF CONDUCT FOR THE PREVENTION OF INSIDER TRADING

In accordance with the re uirements of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 (noti ed by SEBI on January 15, 2015, ective from May 15, 2015), the Board of Directors of RFL in its meeting held on May 27, 2015 approved the Code of Practices and Procedures for fair disclosure of Unpublished Price Sensitive Information; Code of Conduct for Prevention of Insider Trading to regulate, monitor and report of the company’s securities trading by its directors, key managerial personnel, designated employees and other connected persons.

Further, the Securities and Exchange Board of India on December 31, 2018 has issued the SEBI (Prohibition of Insider Trading) (Amendment) Regulations, 2018 (‘PIT Amendment Regulations’) and to comply with the re uirements of the amended regulations, the Board of Directors of RFL in its meeting held on March 28, 2019 approved the amended in the Code of Practices and Procedures for fair disclosure of Unpublished Price Sensitive Information; Code of Conduct for Prevention of Insider Trading.

The said Code of Conduct can be accessed on the website of the Company through below link:

https://www.religare nvest.com/Code-of-Conduct.aspx.

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

The Company has in place an Anti-Sexual Harassment Policy (‘Policy’) in line with irements of The Sexual Harassment of Women at the Work Place (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee (ICC)



has been set-up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under the Policy. During the year 2018 – 19, there was no case reported to the committee for investigations.

We have implemented Prevention of Sexual Harassment E-Learning module on our learning platform Religare Academy for all employees. The policy document has been recirculated to all employees. Policy details are available to all employees on the intranet as r uired for anytime access.

GENERAL DISCLOSURES

Your Directors state that no disclosure or reporting is re uired in respect of the following items as there were no transactions on these items during the year under review:

1. Issue of e uity shares with di erential rights as to dividend, voting or otherwise.

2. Issue of sweat e uity shares

3. The CEO of the Company did not receive any remuneration or commission from its holding or subsidiary company.

4. Disclosures re uired under Section 67 of the Companies Act, 2013

Further, no disclosures on details on deposits as covered under Chapter V of the Act given since the Company is a non-deposit accepting NBFC registered with the RBI.

ACKNOWLEDGEMENTS

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

Your Directors take this opportunity to recogni e and place on record their gratitude and appreciation for the commitment displayed by all executives, o cers and sta at all levels of the Company. We look forward for your continued support in the future.

By order o Board o rectors For Religare Finvest Limited

Sd/- Sd/- Sushil Chandra Tripathi Sabina VaisohaPlace: Saket, New Delhi Director DirectorDate: August 7, 2019 DIN: 00941922 DIN: 00207306 Address: 27, Sector 15A, Address: C-18, Gautam Buddha Nagar, South Extension Part - 1 Noida, Uttar Pradesh-201301 New Delhi 110049



Details required as per clause 53(F) o Securities and Exchange Boar India (Listing Obligations And Disclosure Requirements) Regulations, 201 Financial Year 2018-2019

1 Details or Religare Finvest Limited (as a Parent company) (A) Loans and Advance to Subsidiary by name and amount

(Rs. In Lacs)

Sr.No.

Particulars As atMarch 31 2019

Maximum Balance During

the Year

As atMarch 31 2018

MaximumBalance During the

previous Year

1 Religare Housing Development Finance Corporation Limited

- - - -

(B) Loans and advances in the nature loans to Associates by name and amount.

Nil

(C) Loans and advances in the nature loans t rms / companies in which directors are interested by name and amount . (Section 184 Companies Act 2013).

Nil

2 Details or Religare Finvest Limited (as a Subsidiary Company) Details Transactions with Religare Enterprises Limited

(Rs. In Lakhs)

Sr. No.

Particulars As atMarch 31 2019

Maximum Balance During

the current Year

As atMarch 31 2018

Maximum Balance During the previous

Year

1 Inter Corporate 18,550 18,550 18,550 18,550

2 Loans Given(excluding accrued interest)

3 Investments by the loanee (borrower) in the shares Parent Company (Religare Finvest Limited) and Subsidiary Company (Religare Housing Development Finance Corporation Limited), when the company has made a loan or advance in the nature loan- Loan to Religare Enterprises Limited (Holding Company) and investment as below:

4. Shareholding Pattern Religare Finvest Limited is provided below:

Name Shareholder No. Shares Held as at

March 31 2019

Holding

Religare Enterprises Limited

(Holding Company) and its nominees

224,454,083 85.64%

ANNEXURE TO THE DIRECTOR’S REPORTANNEXURE –A

Religare Finvest Limited



Name Shareholder No. Shares Held as at

March 31 2019

Holding

NYLIM Jacob Ballas India Fund III LLC 21,509,260 8.21%

Resurgence PE Investments Limited 16,131,944 6.15%


Sd/- Sd/-Place: Saket, New Delhi Sushil Chandra Tripathi Sabina VaisohaDate: August 7, 2019 Director Director DIN: 00941922 DIN: 00207306 Address: 27, Sector 15A, Address: C-18, Gautam Buddha Nagar, South Extension Part - 1 Noida, Uttar Pradesh-201301 New Delhi 110049



A. Industry Structure & Development:

Non-banking nancial companies (NBFCs) in India hold a signi cantly large portfolio. In the present economic system, NBFCs are playing a signi cant role in fuelling the growth of the small enterprises and providing accessible and

ordable nancial services, indirectly boosting the economy. NBFCs have become an integral part of the Indian nancial system. India’s NBFC sector continues to remain at the forefront in driving new credit disbursals for the

country’s underserved retail and MSME market and has been on an upward growth trajectory over the past few years. Systemic credit grew by 11% over the past ve years and touched INR 140 trillion by the end of March 2018. NBFCs are expected to continue to grow at a strong pace and outpace banks over next two years, partly aided by cautious approach by banks under prompt corrective action (PCA) plan. Banks under PCA account for ~18% of the overall bank credit. Systemic Credit is expected to grow 15% over the next two years.

Innovation in the ntech has rapidly changed the lending space in the past two years by leveraging data available from credit bureaus, asset reconstruction companies, Goods and service tax network, Central Registry of Securitisation Asset Reconstruction and Security Interest (CERSAI) and Registrar of Companies (ROC). With advancement of technology, the gap between n-tech companies nancial institutions is slowly disappearing. Alternate lending includes marketplace platforms, Peer to peer (P2P) lending and digital lending platforms targeting speci c needs of customers and MSME businesses that are underserved by nancial institutions. Alternate lending also caters to speci c market segments such as e-merchants and internet enabled businesses. The alternate lending ntech model enables hig cient customer onboarding and servicing within lighter regulatory environment. In Contrast, most traditional nancial institutions’ operating model includes branch banking, stringent regulatory environment, collections and recovery of loan book. One of the major trends in the alternate lending business is API (Application programming interface) banking. API banking enables third- party providers to develop solutions that can be integrated easily with banking platforms. This integration helps in maintaining c dentiality and data security along with providing complete support to ntec rms in reinventing consumer services.

In the past few years, alternate lendin rms have been servicing customers who are outside the purview of banks’ risk appetite. The operating model of ntech rms is yet to be tested as they are yet to complete their full loan cycle. As the industry is growing ntech rms should take necessary steps to maintain the asset uality and keep NPAs low compared with traditional players. They must prioritise uality over uantity in the order to ensure success of this model.

Housing Finance Companies (HFCs) and NBFCs enjoyed lower cost of borrowing over past couple of years with declining interest rate environment and ease in access to market borrowings. However, with the reversal in interest rate cycle, borrowing cost is expected to move up. Commercial papers/non-convertible debentures (CP/NCDs) and bank’s Marginal cost of funds based Lending rate (MCLR) (one year) have increased by more than 100 bps and 25 bps, respectively, over the past one year.

With the interest rate cycle likely to remain on a higher trajectory and estimating that more than 50% of non-bank liabilities to get re-price in scal 2019, Research companies expect cost of borrowing to rise by 20-30 bps in

scal 2019 and further 40-50 bps i scal 2020. Players with higher exposure to market borrowings and short-term instruments will see relatively higher impact on their cost of borrowing in the near term. Interest rates will also increase with the cost of borrowing. However, the pace and intensity rise in rates will depend on the product competitiveness, existing interest rates and company’s dominance in the industry.

Competitive market rates and easy access to market borrowings led to an increase in mix of CPs/NCDs till scal 2018. Proportion of market borrowings in the borrowing mix of non-banks has been in the range of 6-10% over the past three years. Even though there is a slight tilt towards bank borrowing in recent months as market rates have shot up signi cantly higher than bank rates, we believe that the proportion of bank borrowing of non-banks will remain more or less stable over the next two years given the cautious lending approach adopted by banks under PCA list and gradual increase in MCLR rates.

Segmental Analysis

Non-banks to gain market share in most, partly aided by weak PCA banks

Retail segment, which comprises housing, auto and Micro, Small & Medium Enterprises (MSMEs), accounted for more than half of the overall NBFC market pie as of March 2018. Infrastructure loans share, currently more than 25%

MANAGEMENT DISCUSSION AND ANALYSIS REPORTANNEXURE – B



of the pie, has been shrinking consistently over the past few years. HFCs, Wholesale and diversi ed NBFCs, on the other hand, have gained market share at the expense of infrastructure and auto nancing NBFCs.

Source: National Housing Bank (NHB), RBI, Mic nance institutions Network (MFIN), Company Reports, CRISIL Research

Researchers expect growth of the unsecured segment, wholesale and micro nance loans, to outperform overall NBFC growth. The two largest segments – housing nance and aut nance – are expected to also grow at a steady pace. The infrastructure loans segment will too see relatively better growth over the next two years given that many banks are unwilling to lend to this space.

With the increase in cost of borrowing and intense competition, researchers do not expect margin expansion in any segment over the next two years. Ability to pass on higher cost of borrowings and xed or oating rate nature of loans are key determinant for the outlook on margins. Most of the NBFCs, except small HFCs, micr nance, gold and auto loan segments, are expected to see stable margins. Micr nance companies, which already have high rate of interest, will nd it di cult to pass on the increase in rates amid high competition from small nance banks, which have access to low cost deposits. Small HFCs will nd it di cult to completely pass on the increase in rates on account intense competition despite nanciers charging a premium in this niche segment owing to associated risk. In case of auto nance, xed rate nature of loans and inability to pass on higher rates, especially in segments like new passenger vehicles (PVs) and commercial vehicles (CVs) due to high competition, will lead to a sharp margin compression in the near term.

It is expected that most of the segments, except housing and gold loans, to see stable or improving Gross non-performing assets (GNPAs)) ratio over the next two years. With continued aggressive disbursement in the housing space, we believe housing portfolio will witness slight deterioration in asset uality. However, the cautious approach taken by non-banks over the past three years in the loan against property (LAP) portfolio will help control further deterioration of asset uality in this space. Improvement in the rural economy and increased focus of players on recovery and collections will result in improved asset uality of auto nancing and constructi uipment (CE)

nancing NBFCs.

Under the Union Budget 2018-19, the government has allocated Rs 3 trillion (US$ 46.3 billion) towards the Mudra (Micro-Units Development & R nance Agency Ltd) Scheme. As per the Union Budget 2018-19, the recapitali tion of PSBs is expected to allow banks to lend additional Rs 5 lakh crore (US$ 77.2 billion).



Overall domestic credit: Size, Composition and Growth Trends

MSME FINANCE

Micro, Small and Medium Enterprises (MSMEs) complement large corporate as suppliers and directly cater to end-users. The MSME sector contributes to the country’s socio- economic development by providing large employment opportunities in rural and backward areas, reducing regional imbalances, and assuring itable distribution of national wealth and income. The segment contributed to 29% of the gross domestic product as of

scal 2016, thus supporting the country’s economic development and growth.

The Reserve Bank of India (RBI) has adopted nition of micro, small and medium enterprises in line with the Micro, Small and Medium Enterprises Development (MSMED) Act, 2006. This d nition is based on investments in plant and machinery.

Source: RBI, Company reports, CRISIL Research

Source: Company reports, CRISIL ResearchMarket si e, growth outlook and key growth drivers



Loans against property (LAPs) gaining popularity

Lap Growth to remain healthy over the next 2 years as LAP market picked up pace i scal 2018 as demonetisation and Goods and services Tax (GST) impact wore o . A research estimates the totoal outstanding LAP to have grown at a compounded annual growth rate (CAGR) of 25% over the past 5 years to reach INR 4.0 trillion by March 2018. Growth was led by increase in product awareness coupled with increase in nancier’s willingness to lend. LAPs er relatively lower turnaround time, bear lower interest rate and also re uires less documentation compared with other secured SME products. Moreover, rising property prices, increase in formalisation in the economy, rise in loan- to-value rations, and greater penetration beyond top 10 cities have also supported strong LAP growth.

Although lenders are a bit cautious in this segment, CRISIL Research believes the LAP market outstanding will grow at a healthy 16-18% CAGR over the next 2 years and touch INR 5.4 trillion by scal 2020.

Key factors contributing to high LAP growth in the medium term will be:

Quick turnaround time, lower interest rate

Greater transparency in the system

Rising penetration of formal channels

Higher comfort for lenders

Note: Includes Banks and Non-BanksSource: CRISIL Research

Competitive Scenario

Intense competition in LAP segment to continue; HFCs to gain further market share

Private Banks and housing nance companies (HFCs) registered strong growth in the loan against property (LAP) market due to their aggressive market strategies, branch network, and the advantage gained by their low cost of funds. As compared with non- banking nance companies (NBFCS), private banks and HFCs have a relatively high deposit base and credit rating. HFCs have gained market share because of their aggressive approach and by leveraging their strong capability of property appraisal. Researchers expect HFCs to continue to gaining market share further over the next two years. The share of public sector banks (PSBs) in the LAP market has declined substantially over the past many years because of their non- aggressive approach and inability to retain clients.

Recently NFCS have also lost their LAP share due to orts to contain asset uality deterioration and yield pressure. NBFCs and HFCs collectively accounted for ~53% of the LAP market as of March 2018. Against the backdrop of high deli uency seen by certain NBFCs over the past two years, we expect a cautious approach in the near term. Overall, the NBFC space will likely grow at 15-17% compound annual growth rate (CAGR) over the next two years.



Pro tability

Yields expected to increas tability to remain stable over next two years

In scal 2018, while borrowing cost declined 60-80 bps, LAP yields declined ~100 bps, due to intense competition. This led to compression in net interest margins (NIM) by ~25 bps. With interest rate cycle reversing and cautious approach adopted by lenders, LAP yields are expected to surge. Non-bank interest rates have already surged by 20-30 bps since December 2017. Yields are expected to increase further by ~ 50 bps over next two years due to:

Increase in cost of borrowingCautious lending approach as many non-banks have seen high deli uency in past two yearsIncrease in penetration in smaller cities and higher proportion of micro loans.

NIMS however are expected to remain stable as most of the increase in yields will set higher average borrowing cost.

Lower dependence on DSA to keep opex stable for non-banks

Approximately 50% of the LAP disbursements (by value) given by NBFCS and HFCs are sourced through direct selling agents (DSA). This, along with employee cost, accounts for t mos the operating expenditure (opex) of lenders. Opex is expected to remain stable as increase in penetration in non-metros and higher focus on micro LAP will be

set by reducing dependence on expensive DSAs sourcing.

Asset uality of non-banks rose, mainly due to higher deli uencies witnessed by NBFCs

Although asset uali Laps is weaker than that of home loans, gross non-performing assets (GNPA) ratio increased to 3.3% (90+ dpd) in scal 2018 as the portfolio seasoned. However, it is still low, compared to micro, small & medium enterprises (MSME) and unsecured loans. Asset uality FCs deteriorated. HFCs too witnessed slight increase in their GNPA ratio in scal 2018.

Researchers expect gross non-performing assets to get controlled at these levels, as many NBFCs have become cautious in lending to the segment post witnessing high deli uency. Many players have also blacklisted certain sectors which have experienced high deli uencies in the past. Availability of better borrower data with GST implementation will help lenders assess borrowers’ pro les; this will help in controlling NPAS. Reducing DSA channel and improving their risk management system will also help lenders control their asset uality. Credit cost in scal 2018 remained high with rise in gross NPA ratio. Deli uent LAP loans are usually provisioned within two years. Recovery of LAP loans has become easy with SARFAESI (Securitisation and Reconstruction of Financial Assets and Enforcement of Securities Interest Act) 2002 Act being extended to non-banks. Recovery of LAP loans has fared better in smaller cities than in metros.

Return on Assets (RoA) of LAP products declined in scal 2018, mainly due to pressure on yields, owing to increase in competition and in credit costs, led by high deli uency. Pr tability is expected to continue in 1.1-1.4% range over next two years with NIMs, opex and credit cost remaining more or less stable.

Micro LAP

The pro tability of micro LAP is higher than big ticket si LAP loans as they command higher yield because of their low ticket si e and the high opex uired. Micro LAP loans usually havev ~50 bps higher interest rates compared with big ticket LAP loans (to the same customer). The higher yield is only partly o set by the greater opex and relatively higher credit cost (due to relatively higher concentration in smaller cities and low-grade customers).

Key trends in LAP market

Higher LTV allures borrowers to go with residential property

Surrogate lending to decline

Lenders reducing DSA sourcing

Self-employed non-professionals account for a large part of LAP borrower base

Lower competition and higher opportunity prompts players to eye smaller cities

Actual tenure of LAP is about half of the contractual tenure



NON-LAP SECURED MSME LOANS

While banks completely dominate working capital loans, non-bankin nancial companies (NBFCs) have managed to capture a share of asset-backed/hypothecated term loans over the past couple of years. According to a research report NBFCSs non-LAP secured MSME books to clock 21-23% compound annual growth rate (CAGR) over FY 18-20. This growth will be driven by relatively higher exibility provided by NBFCs in terms of repayment and collateral

xibility vis-à-vis banks, which demand relatively high li uid collateral and have stringent criteria and due to increase in penetration in t ipment/asset backed loans category.

Yields of non-LAP secured MSME loans are higher than that of LAP-secured loans and majorly depend on the type of collateral ered (in case of hypothecated loans) or the type of asset against which the loan i nanced( in the case of asset-backed loans). Many NBFCs o er big ticket, non-LAP secured loans at very attractive rates to rapidly grow their books. Many of these loans are also customised loans, given on a case by case basis, depending on the collateral availability and repayment capability of the respective MSME. Operational expenditure on these loans is higher compared with LAP on account of the greater time and expenses incurred in appraising the client’s collateral. The asset uality in this segment is relatively inferior, as are recovery rates, vis-a-vis LAP loans, due to the former’s illi uid collateral.

Key trends in MSMEs secured loans

Most lenders have been avoiding jewellery, mining and metal sectors over the past two years. In fact, m any have blacklisted these sectors due to high deli uencies. Lenders have turned cautious towards the textiles sector over the past few years as well, owing to high deli uencies.

Lenders prefer automobile, chemicals, food and leather /rubber industries. Construction is also a preferred sector.

MSME UNSECURED LOANS

Unsecured loan outstanding doubles in 3 years to INR 1.2 trillion in FY 18; strong growth to continue.

Competition in the secured loans market (especially retail loans) has driven non-bankin nancial companies (NBFCs) and some private banks to eye fresh opportunities to maximise pr tability via unsecured small business loans.

Unsecured business loan outstanding grew at a strong 26% CAGR over the past three years to INR 1,200 billion in scal 2018. Researchers expect unsecured business loans to continue to outpace credit growth over the next two years and reach INR1.9 trillion b scal 2020.

The key growth drivers are

o Lenders earn better risk adjusted returns than other MSME products (unsecured loans o er more than twice post tax RoA compared with other MSME products).

o Borrowers can avail this product without any collateral. Further, stagnant property prices limit the ability of SMEs to o er higher collateral for secured loans which will further help drive unsecured growth.

o Low penetration and base coupled with increasing availability of customer data and faster disbursements driven by technology will support strong growth in the near term.

Key trends for MSME Unsecured loans

Growth will largely be volume-driven as, going by recent past experience; we expect the average ticket si e (ATS) to remain at INR 1.5-2.0 million. Further, most players are uncomfortable giving higher ticket si loans and want to restrict their exposure per client. As per industry sources, higher ticket si loans get distributed between two and three NBFCs/banks, as a result of which the ATS remains low. However, a few NBFCs disburse higher ticket si e loans of more than INR 10 million as they aggressively want to increase their market share. Many NBFCs only lend unsecured loans to other existing customers who have secured loans with them.

NBFCs have aggressively focused on this segment in the past few years and their book has grown signi cantly faster than that of banks. It is expected that the share of NBFCs will increase further thanks to continued focus on this segment and amid high competition in other retail segments.



B. Company Overview - Religare Finvest Limited

Religare Finvest Limited (RFL) came into existence with the intent of driving a paradigm shift in how people running small and medium enterprises, secured funds from lenders, for their expansion. RFL is committed to providing debt capital to power the growth of the SMEs which constitute the backbone of India’s economy. The Company focuses on Small and Medium Enterprises (SMEs nancing. RFL, guided by an experienced leadership team, has created a uni ue business model backed by proven underwriting capabilities. RFL understands that each nancial need of the SMEs is uni ue and ers customi ed solutions to empower the customer to prosper. RFL adopted a contrarian approach and targeted building a lending business around the underserved MSME segment.

To meet this demand and leverage our footprint in the industry, we, at RFL, have adopted an approach of cluster based lending within the identi ed geographies and building distribution capabilities to create a Direct-to-Customer model. We have also developed a uni ue mix of product o erings that aim to solve various nancing needs both for long term and short term re uirements. We o er both ‘Secured’ and ‘Unsecured’ loans’, for the self-employed, who are in business for more than 3-4 years with a proven business model and who aspire to raise capital for expansion. Thus, we are the ‘Growth Capital’ providers to SMEs in India in the form of a debt.

To propel the growth of SMEs and MSMEs remains at the core of the company’s ideology and we have year on year fuelled and nurtured the dreams of small business owners. Our vision is to set the standards of Excellence by which others are measured in the Commercial Financial Services Industry.

Segment Wise – Product Wise P ormance SME FINANCING:

The Company has stated its objective to be an SME lending company. The SME nancing constitutes over 64% of RFL’s lending business. The Company ers SME Loans for working capital and capacity expansion re uirements and therefore acts as a ‘growth capital provider’ to the SME segment. RFL’s SME loan book has decreased to INR 4,503 Crore as of March 31, 2019 from INR 6,998 Crore in FY 2018.

SME - Secured: This product enables our customers to ac uire funds against their residential or commercial property. Loans o ered under this product may be utili ed towards di erent business purposes including business expansion and purchase of plant and machinery. This product caters to corporates across various sectors & industries.

As on March 31, 2019, RFL’s SME-Secured loan book was at INR 4,408 Crore with 2,800 no. of active accounts.

SME - Secured (INR Crore) (Ind-AS Book):

SME - Unsecured: This product caters to the working capital and other nancia irements of medium and small enterprises. Loans are granted following an in-depth and detailed nancial analysis and credit underwriting of the SME. This is a high yielding product and is non- revolving in nature with a maximum tenor of up to 3 years.



SME – Unsecured (INR Crore) (Ind-AS Book):

As on March 31, 2019, RFL’s SME Working Capital Loan book stood at INR 96 Crore with 2,599 live accounts.

SME Port olio by Industry segment

SME Port olio by Zone



CAPITAL MARKET FINANCING:

In line with the Company’s SME focused strategy, incremental lending under capital market products was discontinued during the year and the portfolios under Loans against Securities (LAS) and Promoter Finance stood at INR 1 cr. and INR 182 cr. respectively.

CMF – Loans Against Securities And Promoter Funding (INR Crore) (Ind-AS Book):

C. Business Outlook: The Indian Economy is poised to emerge as one of the leading economies of the world with a $5trillion economy

by 2025. The present government’s impetus on ‘Make in India’ to strengthen the manufacturing sector, has given the MSME sector a major push.

The sudden announcement of demoneti tion opened the oodgates of digital payments and forced the common man to do a double take on digiti tion. With GST on the anvil, the push for digiti ion will be further strengthened and will help streamline even the most unorgani ed sectors of the economy. The MSME sector has long been regarded as the backbone of the economy and the above initiatives will push them to evolve and compete on a global platform. The introduction of the ‘One Nation –One Tax’ GST Bill was a watershed moment in the history of India’s economy and revolution e the MSME sector to compete on an footing. RFL looks to FY 18-19, with a positive outlook riding on the back of the above progressive reforms.

D. Risks and concerns

The company, over the past year, has seen a lot of tangible and positive developments in terms of onboarding new Board members with a strong ity, a more robust Corporate Governance structure, impeccable Business Management, and strengthening the management team with accomplished leaders. Further to the aforementioned, as part of reinventing the organi tion, the company understands the criticality of Collections and Recoveries. In order to strengthen our focus on Collections and Recoveries, and to bring in enhanced accountability and responsibility across these core business functions, various reorgani tion e orts are being taken.

To achieve granularity and account level focus across the entire portfolio, the company has reorganised the National, Regional & Zonal Collections Teams, with each member in the team having individual responsibility of speci c accounts mapped to them.

Religare Finvest has a motivated and stable on-rolls Collections Team, covering all locations for account coverage. Since the loans are of si able amount and need detailed understanding of the customer’s business model, cas ows and reasons of delay, on-roll management gives higher controls, ownership and preemption of early-warnings, if any.

As a parallel legal process, we have advanced certain action thresholds, eg.-o Dunning Notices on lawyer’s letterhead in Bucket 1 (1-29 dpd).o Notice of NI Section 138 Act in Bucket 2 (30-59 dpd)o Issuance of Loan Recall Notice (LRN) and initiation of Arbitration starts in Bucket 2 (30-59 dpd).o Loan ticket-si based allocation as per seniority. INR 10 Cr and above cases are handled by the senior-

management.



o SARFAESI Act in NBFCs: Since August 2016, NBFCs including RFL have been empowered to take actions under the SARFAESI Act. This has added impetus to our collection orts with great success.

o Trained sta : Regimented monthly training on skills, process, regulatory guidelines, technical aspects, Code of Conduct etc. to every Collections s in every branch.

o For deeper penetration, we have reduced the ACRs (number of accounts per collection- cer), but increased the account intensity for more rigorous follow-up.

o Empirical data shows that our portfolio seasons at an average of 40 months vintage from disbursal date (likelihood of cases hitting GNPA, if they have to). Most of the residual portfolio has reached an average seasoning of 36 months and is unlikely to ow, in view of our strong collections’ and legal processes and regimented follow-up mechanism.

Bucket Legal Actions / Proceedings

Dunning1 LRN Arbitration Initiation

notices and Ex- parte notice)

under section 9 and

Act (Movable Assets attachment, Receiver, Monetary

Security)

Section138 (PDC, ECS and SPDC)

SARFAESI

1 Notice

2 Notice Reference Letters

/ Notices as perLaw

3 Notice

4 Applications CaseFiling

Notice u/s13(2)

5 Applications

6+ Passing ofAwards

Symbolic13(4) and paper publication

As per Court process/Law

ExecutionPetition Filing

Summons Possession application u/s14


Warrant ofAttachment

Warrants Physical possession


Sale of Property Auction & Sale

Other Tools

Lok Adalat At any stage

Police Compliant - FIR /156(3) / Section 200Complaints

If circumstances warrants

Civil Suit/Mortgage Suit

If circumstances warrants

Winding Up If circumstances warrants

Note 1 : Early Initiation can be done in deserving cases subject to necessary approvals as per Legal Policy.

Note 2 : In WCTL - being unsecured loan SARFAESI Action is not applicable



E. Financial P ormance & Operational P ormance

During the year 2018-19, the Company’s total income declined by 45.11% to INR 795.66 Crore, as compared to INR 1,449.63 Crore in 2017-18. The Company’s Loss after Tax Increased to INR 1,548.06 Crore, from INR 953.19 Crore. The Gross NPAs and net NPAs for the year under review stood at 34.29% and 20.41% respectively. The Company’s net spread for the year under review stood at -2.9%.

Capital Ade uacy Ratio (CRAR): The Company maintained a CRAR of -3.75% during 2018-19 against a minimum 15% as r ired by RBI norms.

Borrowing Pro le: The Company’s total external borrowings decreased from INR 8,724.95 Crore as of March 31, 2018 to INR 5,845.72 Crore as of March 31, 2019.

Assets under Management (AUM): The total Assets under Management (AUM) as on March 31, 2019 stood at INR 7,488.74 Crore against INR 10,145.19 Crore as on March 31, 2018.

Securiti tion/Assignment: Durin nancial year 2018-19 the Company has assigned assets of Rs. 249.36 as against Nil securiti tion during 2017-18.

F. Material developments in Human Resources / Industrial Relations ront, including number o ople employed

As on 31st March 2019, the employee strength of the Company was 545. The year gone by has been challenging. The new leadership team has started steering the organi ation towards positive and tangible changes which include induction of credible board members, increased Corporate Governance and controls, cost rationali tion, attraction of fresh talent and active engagement with new investors for capital. The company is now focused on reinventing itself, with priorities as streamlining the overall operations of the organi ation, building stronger risk management frameworks cient operations, robust compliance processes and leadership accountability. We have multiple corporate developments that are taking shape in various aspects of the strengthening our Business model, which inter-alia include litigation, recoveries, settlements etc. This will help prepare us in rebuilding the business and rejuvenating the platform from where we c er our valued customers, an integrated suite of nancial services. The HR strategy is also undergoing realignment with the new organi ation strategy to ensure strong synergy and clear orientation with the new business r uirements.


Sd/- Sd/-Place: Saket, New Delhi Sushil Chandra Tripathi Sabina VaisohaDate: August 7, 2019 Director Director DIN: 00941922 DIN: 00207306 Address: 27, Sector 15A, Address: C-18, Gautam Buddha Nagar, South Extension Part - 1 Noida, Uttar Pradesh-201301 New Delhi 110049



(i) A br outline o the company’s CSR Policy, including overview o projects or programs proposed to be undertaken and a re nce to the weblink to the CSR Policy and projects or programs.

Company has adopted its CSR Policy. It aims at supplementing the role of the Government in enhancing the welfare measures for the underprivileged communities and aims to ensure that the communities receive good uality healthcare facilities. It also aims at promoting holistic health awareness and education to empower communities thus helping them lead a fuller and healthier life at large.

CSR Policy of the Company provides the overview of projects or programs which are proposed to be undertaken by the Company.

The latest CSR Policy can be accessed at the below link on our website: http://www.religarefinvest.com/Folders/resources/DownloadPdf/Corporate_Social_Res ponsibility_Policy_18082017.pdf

(ii) The Composition o he CSR Committee as on March 31, 2019 :

a) Mr. Malay Kumar Sinha (Non-Executive Independent Director)- Member

b) Mr. Sushil Chandra Tripathi (Non-Executive Independent Director) – Member

c) Mrs. Sabina Vaisoha (Non-Executive Independent Director) –Member

d) Dr. Rashmi Saluja (Non-Executive Independent Director) –Member

(iii) Average net pro o he compan or last three nancial years:

Average Net Pro t/ (Loss): Rs. (4,698,295,386/-)

(iv) Prescribed CSR Expenditure (two per cent. o he amount as in item 3 above):

Rs. NIL

(v) Details o pent during t nancial year.a) Total amount to be spent for the nancial year: Rs. NIL/- b) Amount unspent, if any*: Rs. NIL/-c) Manner in which the amount spent during the nancial year is detailed below*-

S.No

CSR project or activity

Sector inwhich the project is covered

Projects orprogramm e:(i) Localarea or other

the State or District where the projects or programmes was under taken

Amount outlay (Budget) project or programme wise

Amount spent on project or progra ms: Sub head:1. Direct expendi ture on project or progra mme;2. Overhea d

Cumula tive expend iture up to the reporting

Amount spent: Direct or through imple menting agencies

1. Nil Nil Nil Nil Nil Nil Nil

* For the financial year ended March 31, 2019, the Company was not required to spend money under CSR for financial year 2018-19 as prescribed under Section 135 of the Companies Act, 2013.

(vi) In case the company has ailed to spend the two per cent o average net pro o the last three nancial years or any part thereo the company shall provide the reasons or not spending the amount in its Board report.- N.A.

(vii) CSR Committee hereby con rms that the implementation and monitoring o CSR Policy, is in compliance with CSR objectives and CSR Policy o Company.

ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITY (CSR) ACTIVITIES

ANNEXURE-C



Sd/- Sd/-

Place: Saket, New Delhi Sanjay D. Palve Sabina VaisohaDate: August 7, 2019 Chie Executive cer Chairman– CSR Committee PAN: AHDPP9854H DIN:00207306 Address: Saptarshi Address:C-18, South Apartments, Building No. 17, Extension Part - 1, Room No. 6/NL-6, New Delhi 110049 Near Nerul Railway Station, Sector No. 8, Navi Mumbai- 400706, Maharashtra



ANNEXURE-D

FORM MR - 3SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED MARCH 31, 2019[Pursuant to section 204(1) of the Companies Act, 2013 and Rule no.9 of the Companies (Appointment and

Remuneration of Managerial Personnel) Rules, 2014]

To, The Members, Religare Finvest Limited(U74999DL1995PLC064132)

We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Religare Finvest Limited (hereinafter called “the Company”). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

year ended on March 31, 2019, the Company has complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent based on the management

(i) The Companies Act, 2013 (‘the Act’) and the rules made thereunder;

(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;(not applicable to the Company during the audit period)

(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment;

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’):-

a. (not applicable to the Company)

b. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

c. (not applicable to the Company during the audit period)

d. (not applicable to the Company)

e. The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 (not applicable to the Company during the audit period);

f. The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act;

g. (not applicable to the Company)

h. The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998;(not applicable to the Company during the audit period)

i.



The Reserve Bank of India Act, 1934 (RBI) to the extent it is applicable to NBFC;

RBI Master Directions on NBFC-ND-SI, 2016;

RBI Master Directions- KYC Directions, 2016; and

RBI’s Miscellaneous Instructions to NBFC-ND-SI.

We have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India: We noted that the Company is generally regular in complying with the standards except in few occasions.

(ii) The Listing Agreements entered into by the Company with the Stock Exchange(s).

During the period under review, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above except to the extent as mentioned below:-

1. That the office of Managing Director, Chief Executive Officer or Whole Time Director was filled on August 17, 2018 and that of Chief Financial Officer was filled on March 28, 2019. In both the cases, the respective offices were remained vacant for more than six months which is not in accordance with the section 203 of the Companies Act, 2013.

2. That as per the Master Directions- Information Technology (IT) for the NBFC Sector, the Company has not complied with these directions by September 30, 2018 including constitution of IT Strategy Committee, IT/ Information System (IS) Policy and other policies, etc. However, the Board of Director in its meeting held on March 28, 2019 constituted the said committee.

3. That in terms of RBI Notification dated December 19, 2017 and relevant provisions of Insolvency and Bankruptcy Code (IBC), 2016, every financial creditor (incl. NBFCs) shall furnish the information on a debt to an Information Utility (IU). However, the Company has not furnished such information to any IU registered with the Insolvency and Bankruptcy Board of India (IBBI).

4. That as per the requirement prescribed under RBI Master Directions, 2016 (incl. amendments thereto), the capital adequacy ratio (CRAR) is below the minimum requirement of 15% as at the end of the period.

5. That the Company has not appointed any director as the designated director in terms of the provisions of Prevention of Money Laundering Act, 2002 read with RBI (Know your Client) Directions, 2016.

The Board of Directors of the Company is not duly constituted with proper balance of Executive Directors and Non-Executive Directors except Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Companies Act, 2013. The

of directors.

with RBI for approval. In the month of June 2019, proposed director has withdrawn his consent/nomination to become

sent at least seven days in advance except that of few Board Meetings which were held on shorter notice, and a system



meaningful participation at the meeting.

Majority decision is carried through while the dissenting members’ views are captured and recorded as part of the minutes.

operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines, as per the management representation letter.

(LVB) placed as Fixed Deposits with it on May 31, 2018 before the Hon’ble Delhi High Court. On March 11, 2019 arguments were addressed at length. As informed to us, on the next date of hearing i.e. April 12, 2019, the said Court was pleased to

of plaint before the Hon’ble High Court of Delhi on which notice has been issued for August 23, 2019. Apart from this

the RBI has raised concerns about the credit worthiness of the borrowers, credit appraisals and

prudent basis made full provisions against the corporate loan book.

the SEBI has passed an ad-interim ex-parte order on October 17, 2018 (“Order”) in relation to Fortis Healthcare Limited which interalia includes directions to the Company and other entities covered in the Order to repay INR 40,300 Lacs to Fortis Healthcare Ltd. and not to dispose of or alienate any of the assets or divert any funds except for payment of INR 40,300 Lacs and for meeting business operations without the prior permission of SEBI. The

contained in the ex-parte order.

“The Noticee no. 8 (viz. Religare Finvest Limited), pending completion of the investigation, shall not dispose of or alienate any of its assets or divert any funds, without the prior permission of SEBI, except for meeting expenses of day-to-day business operations and taking all measurers as it deems fit for revival of RFL (including restructuring of its debts/loans, assignment of its financial assets to ARCs, raising of capital, borrowing etc.), subject to strict adherence to the terms of “Corrective Action Plan” and any other norms stipulated by the Reserve Bank of India and provisions of all other applicable laws.”

the SEBI has passed an ad-interim ex-parte order dated March 14, 2019 read with the corrigendum dated April 18, 2019 (“Order”) in relation to Religare Enterprises Ltd. (‘REL/Holding Company’) which interalia includes initiation of steps to recall loans amounting to Rs. 2,31,509 Lacs extended directly or indirectly from the Company. The noticee entities have also been directed to not to dispose of or alienate any of the assets or divert any funds except for meeting business operations without the prior permission of SEBI. Further, the SEBI also directed the erstwhile promoters

Company, in any manner whatsoever, till further directions.

during the audit period the company has following events.

i. That the Company in its Annual General Meeting held on September 28, 2018 had passed the resolution under Section 180 (1) (c) of the Companies Act, 2013 to borrow money upto the sum of Rs. 55,000,000,000 (Rupees Fifty Five Hundred Crores Only) on a private placement basis, in one or more tranches by issuing Non – Convertible Redeemable Debentures (NCDs).



ii. That the Company in its Extra-Ordinary General Meeting held on March 05, 2019 has passed the special resolution for approval of the RFL-Employee Stock Option Scheme 2019 for the employees of the Company, employees of the Holding Company/Subsidiary Companies and to grant them such number of options as the Board may decide, which

For PI & Associates,Company Secretaries

Sd/-Nitesh LatwalPartnerACS No.: 32109 C P No.: 16276

Date : August 06, 2019Place : New Delhi

This report is to be read with our letter of even date which is annexed as “Annexure A” and forms an integral part of this report.



“Annexure A”

To, The Members, RELIGARE FINVEST LIMITED

Our Secretarial Audit Report of even date is to be read along with this letter.

1. Maintenance of secretarial records is the responsibility of the management of the Company. Our Responsibility is to express an opinion on these secretarial records based on our audit.

2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about

reasonable basis for our opinion.

3.

4. regulation and happening of events etc.

5. The compliance of the provisions of corporate and other applicable laws, rules, regulations, standards are the

6.


Sd/-Nitesh LatwalPartnerACS No.: 32109 C P No.: 16276

Date : August 06, 2019Place : New Delhi



Annexure-E

I.

S. No.

Not Applicable

*excludes stock options

II Percentage increase in remuneration of each director, Chief CEO-----------------CFO

------------------CS

0%-----------25%

----------18%

III Percentage increase in the median remuneration of employees the median remuneration of employees.

IV The number of permanent employees on the rolls of the Company

There were 558 permanent employees on the rolls of the Company as on March 31, 2019

V Average percentile increase already made in the salaries of employees other than the managerial personnel in the last

and point out if there are any exceptional circumstances for increase in the managerial remuneration

There have been new joinings in the Key Managerial Person in this FY. Hence comparison with managerial remuneration will not be applicable.

VIpolicy of the Company as per the Remuneration Policy for Directors, Key

Managerial Personnel and other EmployeesFurther, the following disclosure is annexed as Annexure – F forming part of this Report.Statement showing the name of the top ten employees in terms of remuneration drawn and the name of every employee, who(i)

not less than one Crore and two lakh rupees; disclosed in Annexure -F

(ii) disclosed in Annexure-F

(iii) aggregate, or as the case may be, at a rate which, in the aggregate, is in excess of that drawn by the managing director or whole-time director or manager and holds by himself or along with his spouse and dependent children, not less

For Religare Finvest Limited

Sd/- Sd/-Place: Sushil Chandra Tripathi Sabina Vaisoha Date: Director

DIN: 00207306Address: C-18, South Extension Part - 1 New Delhi 110049

DirectorDIN: 00207306Address: C-18, South Extension Part - 1 New Delhi 110049



INDEPENDENT AUDITOR’S REPORT

TO THE MEMBERS OF Religare Finvest Limited

Report on the Audit of the Standalone Financial Statements

statement.



Emphasis of Matter

Key Audit Matters



Key Audit Matter Auditor’s responseImpairment loss allowance of loans and advances

a.

c.

d.

Our audit procedures included:

.



Impairment of investments in Subsidiary -

.

and planning.


-

amount a

-

-

-

Information Other than the Standalone Financial Statements and Auditor’s Report Thereon

Responsibilities of Management and Those Charged With Governance for the Standalone Financial Statements



Auditor’s Responsibilities for the Audit of the Standalone Financial Statements

statements.

Other Matter



Report on Other Legal and Regulatory Requirements

except for the matters referred to in paragraph 3 to 4 above

except for the indeterminate effect of the matters referred to in paragraph 3 above and effect for matter referred to in paragraph 4 above,

For S. S. Kothari Mehta & Company Chartered Accountants Firm’s Registration Number: 000756N

Sd/- Naveen Aggarwal



ANNEXURE ‘A’ TO THE INDEPENDENT AUDITOR’S REPORT (Referred to in paragraph 1 under ‘Report on Other Legal and Regulatory Requirements’ section of our report to the Members of Religare Finvest Limited of even date)

except for matters referred to in paragraph 3 & 5 of the main report, we are unable to comment on the likely outcome on reporting under clause (iii) of para 3 of the order,

except for matters referred to in paragraph 3 & 5 of the main report, we are unable to comment on the likely outcome on reporting under clause (iv) of para 3 of the order, pending that,

except for matters referred to in paragraph 3 & 5 of the main report, we are unable to comment on the likely outcome on reporting under clause (iv) of para 3 of the order, pending that,

Name of the Statute

Nature of dues Amount (Rs. In Lakh))

Period to which the amount relates

Forum where the dispute is pending

Amount deposited under protest



Name of the Statute

Nature of dues Amount (Rs. In Lakh))



Amount deposited under protest

Bank Name Amount (Rs. In Lakhs)

Andhra Bank 372.32Bank of Baroda 7.51Bank of India 391.23Bank of Maharashtra 638.36Central Bank of India 11.15Dena Bank 1041.99Karnataka Bank 1.57

85.33Punjab & Sind Bank 59.01State Bank of India 112.19Syndicate Bank 68.41UCO Bank 7.57United Bank of India 4.44Union bank of India 0.12Vijaya Bank 97.27Total 2,898.47



txcept for matters referred to in paragraph 3 & 5 of the

main report, we are unable to comment on the likely outcome on reporting under clause (ix) of para 3 of the order.

management.





ANNEXURE “B” TO THE INDEPENDENT AUDITOR’S REPORT


on that date.

Management’s Responsibility for Internal Financial Controls

Auditor’s Responsibility

Meaning of Internal Financial Controls Over Financial Reporting

Inherent Limitations of Internal Financial Controls Over Financial Reporting



BALANCE SHEET AS AT 31 MARCH 2019

Particulars Note No.

As at 31 March 2019

As at 31 March 2018

As at 1 April 2017

ASSETSFinancial Assets

6

11

1516

Total Assets 696,105.78 1,149,738.18 1,720,346.91 LIABILITIES AND EQUITYLIABILITIESFinancial Liabilities

Non-Financial Liabilities

EQUITY

Total Liabilities and Equity 696,105.78 1,149,738.18 1,720,346.911 to 5

The notes form an integral part of these Financial StatementsThis is the Balance Sheet referred to in our report of even date For and on behalf of the Board of Directors

For S S Kothari Mehta & CompanyMalay Kumar Sinha Dr. Rashmi Saluja

DIN- 08140223 DIN- 01715298

Naveen Aggarwal Sanjay Dattatray Palve Gaurav Kaushik

Punit Arora



STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31 MARCH 2019


For the Year ended 31 March 2019


Revenue from operations

Total Revenue from operations (I) 69,371.68 129,155.61 Other income (II)Total Income (III)=(I+II) 79,565.99 144,963.39 Expenses

Total Expenses (IV) 234,427.23 263,145.04 (154,861.24) (118,181.65)

(154,861.24) (118,181.65)Tax Expense: (VIII)

(IX)=(VII-VIII) (154,806.09) (95,318.57)

(154,806.09) (95,318.57)Other Comprehensive Income

Subtotal (A) 58.88 94.71

Subtotal (B) - - Other Comprehensive Income (A + B) (X) 58.88 94.71

(loss) and other comprehensive income for the year) (IX+X) (154,747.21) (95,223.86)

1 to 5The notes form an integral part of these Financial Statements

For and on behalf of the Board of Directors


DIN- 08140223 DIN- 01715298


Punit Arora



STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 31 MARCH 2019

Particulars Year ended 31 March 2019

Year ended 31 March 2018

Cash Flow From Operating Activities:

(154,861.24) (118,181.65)

55,638.80 116,864.76

Adjustments for changes in Working Capital :

Cash Generated From / (Used in) from Operations 319,687.30 510,701.34

Net Cash Generated From / (Used) in Operating Activities 314,748.13 503,011.23

Cash Flow From Investing Activities:

Net Cash Generated From/ (Used in) Investing Activities 23,582.35 (25,980.50)



Cash Flow From Financing Activities:Proceeds/ (Repayment) for Borrowings (Net):-

Net Cash Generated from / (Used in) Financing Activities (368,826.05) (580,224.67)

Cash and Cash Equivalents at the end of the Year 4,134.84 34,630.41

Cash and Cash Equivalents at the end of the Year comprises of As at 31 March 2019

As at 31 March 2018

TOTAL 4,134.84 34,630.41

Notes :

The notes are an integral part of these Financial StatementsThis is the Cash Flow Statement referred to in our report of even date For and on behalf of the Board of Directors


DIN- 08140223 DIN- 01715298


Punit Arora



STA

TEM

ENT

OF

CHA

NG

ES IN

EQ

UIT

Y FO

R TH

E YE

AR

END

ED 3

1 M

ARC

H 2

019

Equi

ty S

hare

Cap

ital

Part

icul

ars

Bala

nce

at t

he b

egin

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of

the

repo

rtin

g ye

arCh

ange

s in

equ

ity

shar

e ca

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the

yea

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e at

the

end

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he

repo

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g ye

ar

Oth

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Part

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ars

Rese

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and

Surp

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er

Com

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ve

Inco

me

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tire

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t

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atut

ory

Rese

rves

Secu

riti

es

Prem

ium

Deb

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re

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ion

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rve

Gen

eral

Re

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ed

Earn

ings

Bala

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as a

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Bala

nce

as a

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Mar

ch, 2

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30

213

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23,

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(43,

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9.6

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8

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ch, 2

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28,

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30

213

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- 2

4,43

7.47

(1

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69.0

4) 6

8.49

6

8,47

5.87

This

is th

e St

atem

ent o

f Cha

nges

in Eq

uity

refe

rred

to in

our

repo

rt o

f eve

n da

te

For

and

on b

ehal

f of t

he B

oard

of D

irec

tors

For

S S

Koth

ari M

ehta

& C

ompa

nyM

alay

Kum

ar S

inha

D

r. R

ashm

i Sal

uja

D

IN- 0

8140

223

D

IN- 0

1715

298

Nav

een

Agg

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Sanj

ay D

atta

tray

Pal

ve

Gau

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Kaus

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Pu

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Aro

ra


NOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2019

(Amount in INR lacs, unless otherwise stated)


1 Corporate information

2 Basis of Preparation and Statement of compliance

Basis of Preparation

Statement of compliance





3.1 Recognition of interest income

3.1.2 Interest Income

3.2 Financial instruments-initial recognition

3.2.1 Date of recognition





3.3 Financial assets and liabilities

3.3.1.1 Business model assessment

3.3.1.2 The Solely payments of principal and interest (SPPI) test





3.3.3 Debt instruments at FVOCI

3.3.4 Equity instruments at FVOCI

3.3.5 Debt securities and other borrowed funds:





3.5.2.1 Financial assets





3.5.3 Financial liabilities

3.6.1 Overview of the ECL principles

Stage 1:

Stage 2:

Stage 3:

3.6.2 The calculation of ECLs





PD -

EAD -

LGD -

Stage 1:

Stage 2:

Stage 3:

3.6.3 Debt instruments measured at fair value through OCI

3.6.5 Trade receivables and contract assets

3.6.6 Forward looking information

3.7 Collateral valuation





3.9 Determination of fair value





3.10 Foreign currency translation

3.10.1 Functional and presentational currency

company.

3.10.2 Transactions and balances

3.11 Leasing

3.11.1 Company as a lessee

3.11.2 Finance Leases

3.12 Recognition of income and expenses

3.12.1 Other Income





3.12.2 Dividend income

3.12.3 Net gain/loss on Fair value changes

3.13 Cash and cash equivalents

value.

3.14 Property, plant and equipment

Asset Description Useful life of Asset (in year) as per Schedule-II

Useful life of Asset (in year) as estimated by the Company

assets.

3.15 Intangible assets

any.





3.17 Repossesed Assets held for sale

a nominal value.

asset.





3.19 Provisions

3.20 Taxes

3.20.1 Current tax

3.20.2 Deferred tax





3.20.3 Minimum Alternate Tax (MAT)

3.21 Dividends on ordinary shares

3.22 Non-current assets held for sale and disposal Company





and loss.

3.23 Market Linked Debentures

3.24 Fully and Partially Paid Debentures

3.25 Earning Per Share





3.26 Segment Reporting

4.1 Business model assessment

Estimates and assumptions





4.5 Provisions and other contingent liabilities

asset.





6 Cash and cash equivalents

Particulars As at 31 March 2019

As at 31 March 2018

As at 1 April 2017

Total 4,134.84 34,630.41 137,824.35

7 Bank balances other than Cash and cash equivalents


As at 31 March 2018

As at 1 April 2017

Total 79,163.12 85,139.12 1,304.66

7.2 Details of Fixed Deposits kept as security *

Particulars As at 31 March, 2019

As at 31 March, 2018

As at 1 April 2017

16.65

Total 22.70 6,658.86 3,419.39





8 Receivables



As at 1 April 2017

Trade Receivables

Total - - 1.73

Total - - 1.73

9 Loans



As at 1 April 2017

Loans measured at amortised cost

Term Loans:

Total - Gross 708,508.93 977,362.00 1,389,623.11

Less: Impairment loss allowance

Total - Impairment loss allowance 245,841.74 120,665.02 16,028.63

Total - Net 462,667.19 856,696.98 1,373,594.48

Total (B)-Gross 708,508.93 977,362.00 1,389,623.11

Total (B)-Net 462,667.19 856,696.98 1,373,594.48







As at 1 April 2017

Total (C) (I) - Gross 708,508.93 977,362.00 1,389,623.11

Total (C) (I) - Net 462,667.19 856,696.98 1,373,594.48

Total (C) (II) - Net - - -

Total (C) (I) and (C) (II) 462,667.19 856,696.98 1,373,594.48

Notes:

9.1

9.2

9.3

investigation.





9.4

Cred

it Q

ualit

y of

Ass

ets

A

. Cor

pora

te L

oan

Book

Inte

rnal

Rat

ing G

rade

31

Mar

ch 20

1931

Mar

ch 20

1831

Mar

ch 20

17St

age 1

Stag

e 2St

age 3

Tota

lSt

age 1

Stag

e 2St

age 3

Tota

lSt

age 1

Stag

e 2St

age 3

Tota

l

Tota

l -

- 23

9,72

0.00

239

,720

.00

12,9

00.6

8 19

,144

.62

208,

670.

00

240,

715.

30

38,2

09.9

3 12

8,56

6.68

17

,817

.40

184,

594.

01

B. SM

E-Fi

nanc

e

Inte

rnal

Rat

ing G

rade

31 M

arch

2019

31 M

arch

2018

31 M

arch

2017

Stag

e 1St

age 2

Stag

e 3To

tal

Stag

e 1St

age 2

Stag

e 3To

tal

Stag

e 1St

age 2

Stag

e 3To

tal

Tota

l 26

2,57

1.70

60

,275

.58

127,

466.

54 4

50,3

13.8

2 51

4,00

3.40

85

,276

.41

100,

508.

73

699,

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C. C

apita

l Mar

ket F

undi

ng

Inte

rnal

Rat

ing G

rade

31

Mar

ch 20

1931

Mar

ch 20

1831

Mar

ch 20

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age 1

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lSt

age 1

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lSt

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9.5

An

anal

ysis

of c

hang

es in

the

gro

ss c

arry

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amou

nt a

s fo

llow

s:

A

. Cor

pora

te L

oan

Book

Part

icula

rs

As a

t 31 M

arch

2019

A

s at 3

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ch 20

18

Stag

e 1St

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Stag

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tal

Stag

e 1St

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Gros

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ount

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sing b

alan

ce -

- 23

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0.00

23

9,72

0.00

12

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2 20

8,67

0.00

24

0,71

5.30

B. SM

E-Fi

nanc

e

Part

icula

rs

As a

t 31 M

arch

2019

A

s at 3

1 Mar

ch 20

18

Stag

e 1St

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tal

Stag

e 1St

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450,

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82

514,

003.

40

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1 10

0,50

8.73

69

9,78

8.54





C. C

apita

l Mar

ket F

undi

ng

Part

icula

rs

As a

t 31 M

arch

2019

A

s at 3

1 Mar

ch 20

18

Stag

e 1St

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tal

Stag

e 1St

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Gros

s car

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ount

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97

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9.6

Reco

ncili

atio

n of

ECL b

alan

ce :

A. C

orpo

rate

Loan

Boo

k Part

icula

rs A

s at 3

1 Mar

ch 20

19

As a

t 31 M

arch

2018

Stag

e 1St

age 2

Stag

e 3To

tal

Stag

e 1St

age 2

Stag

e 3To

tal

ECL -

Clo

sing b

alan

ce -

- 21

1,77

5.00

21

1,77

5.00

97

.16

1,35

0.50

10

1,06

9.63

10

2,51

7.29





B. SM

E-Fi

nanc

ePa

rticu

lars

As a

t 31 M

arch

2019

A

s at 3

1 Mar

ch 20

18

Stag

e 1St

age 2

Stag

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tal

Stag

e 1St

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Clo

sing b

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10

293.

70

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39

0.04

14

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16,9

26.4

3

C. C

apita

l Mar

ket F

undi

ngPa

rticu

lars

As a

t 31 M

arch

2019

A

s at 3

1 Mar

ch 20

18

Stag

e 1St

age 2

Stag

e 3To

tal

Stag

e 1St

age 2

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e 3To

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ECL -

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sing b

alan

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- 13

,831

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- 1,

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78

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* In

clud

es R

estr

uctu

red

Case

s





10 InvestmentsParticulars As at

31 March 2019As at

31 March 2018As at

1 April 2017

Investments measured at Amortised Cost

Investments in Subsidiary

Total - Gross (A) 57,056.05 70,242.02 122,907.96

Total (B) 57,056.05 70,242.02 122,907.96

Total - Net D= (A)-(C) 44,051.35 64,242.02 122,907.96

11 Other Financial assetsParticulars As at

31 March 2019 As at

31 March 2018 As at

1 April 2017

Total 7,274.92 7,507.71 12,804.10





12 Current Tax assets Particulars As at

31 March 2019 As at

31 March 2018 As at

1 April 2017

Total 25,991.24 20,996.92 13,306.81

13 Deferred tax Assets (Net)Particulars As at

31 March 2019 As at

31 March 2018 As at

1 April 2017

(A) Deferred tax assets

Total (A) 49,319.22 49,563.49 26,807.92 (B) Deferred tax liabilities

Total (B) 3.53 247.80 355.31 Deferred tax assets/ (liabilities), net (A-B) 49,315.69 49,315.69 26,452.61





14

Prop

erty

, pla

nt a

nd e

quip

men

t

Part

icul

ars

Gro

ss ca

rryi

ng a

mou

nt

Accu

mul

ated

Dep

reci

atio

n N

et ca

rryi

ng a

mou

nt

As a

t 1

April

201

8 A

dditi

ons/

Ad

just

men

ts

Ded

uctio

ns/

Adju

stm

ents

A

s at

31 M

arch

201

9 As

at

1 Ap

ril 2

018

For

the

year

De

duct

ions

/ Ad

just

men

ts A

s at

31 M

arch

201

9 A

s at

31 M

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201

9 A

s at

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8

Sub

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726

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28.

71

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706

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269

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ase

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For

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8 A

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set t

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15

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ngib

le a

sset

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rtic

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s G

ross

carr

ying

am

ount

Ac

cum

ulat

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epre

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Net

carr

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am

ount

As a

t 1

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201

8 A

dditi

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ts

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uctio

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s at

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at

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For

th

e ye

ar

Dedu

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As a

t 31

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th

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152

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16 Other Non Financial AssetsParticulars As at

31 March 2019As at

31 March 2018As at

1 April 2017

Total 22,487.41 29,897.14 30,319.21

17. Debt SecuritiesParticulars As at

31 March 2019As at

31 March 2018As at

1 April 2017

Debt Securities measured at Amortised Cost -

Total - 24,093.44 123,091.60

A. Privately Placed Secured Redeemable Non Convertible Debentures

Series Coupon/Yield Rate (%) p.a.

Date of Allotment

Redemption Due On

As at 31 March 2019

As at 31 March 2018

As at 1 April 2017





Series Coupon/Yield Rate (%) p.a.

Date of Allotment

Redemption Due On

As at 31 March 2019

As at 31 March 2018

As at 1 April 2017

Sub -Total (A) - 20,400.00 112,200.00

B. Publicly Placed Secured Redeemable Non Convertible Debentures

Series Coupon Rate (%) p.a.

Date of Allotment

Redemption Due On

As at 31 March 2019

As at 31 March 2018

As at 1 April 2017

Sub-Total (B) - 3,693.44 10,891.60 Total (A+B) - 24,093.44 123,091.60

18 Borrowings (Other than Debt Securities)


As at 31 March 2018

As at 1 April 2017

Borrowings measured at Amortised CostSecured(a) Term loans

(b) Finance lease obligations(c) Loans repayable on demand

Unsecured

Total (A) 527,777.80 791,701.25 1,130,322.92

Total (B) to tally with (A) 527,777.80 791,701.25 1,130,322.92





Repayment Term Sanctioned Tenor As at 31 March 2019

As at 31 March 2018

As at 1 April 2017

Total (A) 430,809.42 680,257.26 967,499.99

(B) Secured Term Loans from OthersRepayment Term Sanctioned Tenor As at

31 March 2019 As at

31 March 2018 As at

1 April 2017

Total (B) 34,861.84 47,456.20 73,797.43





(C) Details of Commercial PaperParticulars As at

31 March 2019 As at

31 March 2018 As at

1 April 2017

Net Outstanding Balance - - 10,677.51 (D) Finance lease obligations

(E) Secured Loans Repayable on demand

(F)

19 Subordinated Liabilities

As at 31 March 2019

As at 31 March 2018

As at 1 April 2017

Unsecured

Debentures

In IndiaOutside India - - - Total (B) to tally with (A)





(i) Unsecured Term Loans from BanksRepayment Term Sanctioned

Tenor As at

31 March 2019 As at

31 March 2018 As at

1 April 2017

Total 34,794.41 34,700.47 34,606.53

(ii) Unsecured Debentures

Series / Coupon Rate (%) p.a.

Date of Allotment

As at 31 March 2019

As at 31 March 2018

As at 1 April 2017

Redemption Due On

Total 22,000.00 22,000.00 43,780.00

20 Other Financial liabilitiesParticulars As at

31 March 2019 As at

31 March 2018 As at

1 April 2017

Total 12,945.58 17,612.03 31,446.22





21 Provisions


As at 31 March 2018

As at 1 April 2017

Total 243.93 292.23 607.79

22 Other Non Financial liabilities


As at 31 March 2018

As at 1 April 2017

Total 2,872.92 9,832.66 11,630.15

23 Equity share capital


As at 31 March 2018

As at 1 April 2017

Authorized

Total 40,000.00 40,000.00 40,000.00

Issued

Total 26,772.03 26,772.03 26,772.03

Subscribed and paid up

Total 26,209.53 26,209.53 26,209.53





(a) Reconciliation of number and amount of Shares

Particulars

As at 31 March, 2019 As at 31 March, 2018 As at 1 April 2017

Number of Shares

(Amount) Number of Shares

(Amount)

Number of Shares

(Amount)

Authorised

Balance as at the end of the year (A) 340,833,400 34,083.34 340,833,400 34,083.34 340,833,400 34,083.34

Balance as at the end of the year (B) 12,500,000 1,250.00 12,500,000 1,250.00 12,500,000 1,250.00

Balance as at the end of the year (C) 46,666,600 4,666.66 46,666,600 4,666.66 46,666,600 4,666.66

Balance as at the end of the year (A+B+C)

400,000,000 40,000.00 400,000,000 40,000.00 400,000,000 40,000.00

Issued


Subscribed and Paid up


(b) The rights, preferences and restrictions attaching to equity shares including restriction on the distribution of dividend and the repayment of capital is as under:





(c) Shares held by holding CompanyParticulars As at

31 March 2019As at

31 March 2018As at

1 April 2017Religare Enterprises Limited (Holding Company) and its nominees

Total 22,445.41 22,445.41 18,945.41

(d) Details of shares held by shareholders holding more than 5% of the aggregate shares in the CompanyName of the shareholder


Number of shares

% of holding

in the class

Number of shares

% of holding in

the class

Number of shares

% of holding

in the class

24 Other equityParticulars As at

31 March 2019 As at

31 March 2018 As at

1 April 2017

(A) Securities premium (SP)

Closing balance 213,640.65 213,640.65 213,640.65

(B) Debenture Redemption Reserve (DRR) (refer note 24.1)

Closing balance - 923.36 2,722.90

(C) General reserve (GR)

Closing balance 24,437.47 23,514.11 21,714.57






As at 31 March 2018

As at 1 April 2017

(D) Statutory Reserve (refer note 24.2)

Closing balance 28,398.30 28,398.30 28,398.30 (E) Retained earnings

Closing balance (198,069.04) (43,262.95) 52,055.62 (F) Other Comprehensive Income

Closing balance 68.49 9.61 (85.10)Total other equity 68,475.87 223,223.08 318,446.94

Nature and purpose of Reserves

Securities premium account:

Debenture Redemption Reserve (DRR):

General reserve (GR):

Statutory reserve:

The Reserve Bank of India Act, 1934:





Retained earnings:

24.1

24.2

25 Interest Income

Particulars Year ended31-Mar-19

Year ended31-Mar-18

Interest on loans

Total 66,305.08 122,639.16

26 Revenue from operations (Others)


Year ended31-Mar-18

Total 265.40 483.11

27 Other Income


Year ended31-Mar-18

Others

Total 10,194.31 15,807.78





28 Finance Costs


Year ended31-Mar-18

On Financial liabilities measured at Amortised Cost

Total 74,178.27 111,997.06

29 Fees and Commission Expenses


Year ended31-Mar-18

Total 63.48 608.35


Year ended31-Mar-18

Others

Total 8,668.00 12,671.72


Year ended31-Mar-18

Total 132,722.48 111,045.40

32 Depreciation, amortization and impairment


Year ended31-Mar-18

Total 347.41 508.04





33 Other expenses


Year ended31-Mar-18

Total 18,447.59 26,314.47

33.1


Year ended31-Mar-18

Auditors’ Remuneration

1.65

Total 45.60 52.92





33.2 Details of Corporate Social Responsibility (CSR) expenditure:

Partilculars In cash Yet to be paid

34 Earnings per share

Particulars 2018-19 2017-18

INR Lacs INR Lacs

Earnings per Equity Share INR INR





35 (a) Contingent liabilities and commitments(i) Contingent liabilitiesParticulars As at

March 31, 2019As at

March 31, 2018As at

April 1, 2017(a) Claims against the company not acknowledged as debts(b) Guarantees

(c) Show Cause Notice issued by RBI for imposing penalty (refer note 1)(d) Others

Total 18,495.92 32,757.50 37,705.83

(ii) Commitments

Particulars As at March 31, 2019

As at March 31, 2018

As at April 1, 2017

Total 163.19 16.00 1,659.96





35 (b)







As at April 1, 2017



Opening balances

Movements

Closing balances

36 Leases

36.1 Operating lease commitments – Company as lessee





36.1.1 Future minimum lease payments under non–cancellable operating leases as at 31 March are, as follows:

ParticularsAs at

31 March, 2019As at

31 March, 2018As at

April 1, 2017

Total 641.02 424.61 589.79



As at April 1, 2017

2.01 23.03 87.14

Total 34.92 153.42 474.30

Total 32.91 130.39 387.16

37 Related Party Disclosures

List of Related Parties as on 31 March, 2019 Related

Party TypeNature of Relationship Name of Party





Related Party Type

Nature of Relationship Name of Party

c

such individual

d





Related Party Type

Nature of Relationship Name of Party

e

place

Related Party DisclosuresList of Related Parties as on March 31, 2018

Related Party Type

Name of Party





Related Party Type

Name of Party





Related Party Type

Name of Party

c

individual

d

place





Related Party Type

Name of Party

e

Sr. No.

Nature of Transactions Name of the Related Party Related Party Type

For the Year Ended 31 March, 2019


1 FINANCING TRANSACTIONS

Inter Corporate Loans Given Total

- 33,850.00

e

Inter Corporate Loans Received Back Total

- 5,975.46

2 INVESTMENTS TRANSACTIONS

e





Sr. No.




Purchase of Bonds / Commercial Papers Total

- 64,034.78

e

Sale of Bonds / Commercial Papers Total

- 94,393.65

3 OTHER RECEIPTS AND PAYMENTS

e

Purchase of Fixed Asset Total

0.45 0.07

Sale of Fixed Assets Total

2.18 -

Security Deposits Received Total

2.00 2.00

Security Deposits Paid Back Total

2.00 2.00

Security Deposits Paid Total

3.00 4.00

Security Deposits Received Back Total

- 726.82





Sr. No.




Group Insurance Premium Paid Total

61.00 71.07

4 INCOME *

e

Interest Earned/(Net Reversed-Due to

NPA) on Inter Corporate Loans Total

(642.14) 2,115.91

e

Interest Earned on Loans against securities/Commercial Papers/Debentures/Bonds Total

- 1,702.37

Commission Income (Net of Claw Back)Total

17.92 24.17

Allocation of Expenses to other Companies Total

113.28 151.06





Sr. No.




Expenses Reimbursement/support service by other Companies Total

919.60 351.78

5 EXPENSES *

Sitting Fee to Director

d

d

d

d

d

d

d

d

Salary and remuneration

d

d

d

Remuneration to Key Management Personnel Total

294.52 160.87





Sr. No.




Contribution to Post

Plans Total

27.53 192.06

Depository Charges Total

0.07 0.23

Brokerage Expense Total - 0.16

Allocation of Expenses by other Companies Total

1,247.57 2,436.24

e

e

Expenses Reimbursement to other Companies Total

188.53 102.74





Sr. No.




As at 1 April, 2017

6 OUTSTANDING BALANCES6A PAYABLES

dDebentures Outstanding Total

- - 4.00

dInterest Payable on Debentures Total

- - 2.82

Security Deposit Payable Total

20.38 20.38 20.38

Other Payables Total 0.81 2.33 299.21

6B RECEIVABLES

eOutstanding Inter Corporate Loans Total

31,050.00 31,050.00 3,175.46

eExpected Credit Loss on Outstanding Inter Corporate Loans Total

3,105.00 1,447.66 14.96





Sr. No.




As at 1 April, 2017

eInterest Receivable on Inter Corporate Loans Total

- 995.30 101.95

eCommercial Paper Total

- - 21,110.18

eInterest Receivable on Commercial Paper Total

- - 97.92

Security deposit Receivable Total

5.00 1,180.53 1,903.34

eee

Other Receivables Total 1,821.84 260.76 103.32





38

Info

rmat

ion

abou

t Pr

imar

y Bu

sine

ss S

egm

ent

Part

icul

ars

Inve

stm

ent A

ctiv

ities

Fina

ncin

g Ac

tiviti

esUn

allo

cate

dTo

tal

Yea

r End

ed

31 M

arch

, 201

9 Y

ear E

nded

31

Mar

ch, 2

018

Yea

r End

ed

31 M

arch

, 201

9 Y

ear E

nded

31

Mar

ch, 2

018

Yea

r End

ed

31 M

arch

, 201

9 Y

ear E

nded

31

Mar

ch, 2

018

Yea

r End

ed

31 M

arch

, 201

9 Y

ear E

nded

31

Mar

ch, 2

018

(i) S

egm

ent R

even

ue

Ext

erna

l Rev

enue

5

,757

.49

11,

749.

10

73,

225.

16

132

,741

.26

583

.34

473

.03

79,

565.

99

144

,963

.39

- -

Tot

al R

even

ue

5,7

57.4

9 1

1,74

9.10

7

3,22

5.16

1

32,7

41.2

6 5

83.3

4 4

73.0

3 7

9,56

5.99

1

44,9

63.3

9 (i

i) Se

gmen

t Res

ults

(5

,144

.23)

(2,0

42.8

6) (1

46,2

89.3

4) (1

15,5

90.8

4) (3

,427

.67)

(547

.95)

(154

,861

.24)

(118

,181

.65)

(154

,806

.09)

(95,

318.

57)

(iii)

Seg

men

t Ass

ets

128

,639

.82

151

,073

.79

490

,634

.75

926

,078

.41

78.

54

127

.65

619

,353

.11

1,0

77,2

79.8

5

Tot

al A

sset

s 1

28,6

39.8

2 1

51,0

73.7

9 4

90,6

34.7

5 9

26,0

78.4

1 7

6,83

1.21

7

2,58

5.98

6

96,1

05.7

8 1

,149

,738

.18

(iv)

Seg

men

t Lia

bilit

ies

121

,976

.17

123

,702

.54

478

,996

.55

776

,278

.83

110

.57

19.

57

601

,083

.29

900

,000

.94

Tot

al L

iabi

litie

s *

121

,976

.17

123

,702

.54

478

,996

.55

776

,278

.83

447

.66

324

.20

601

,420

.38

900

,305

.57

(v) C

apita

l Exp

endi

ture

-

- 3

77.6

2 3

82.2

6 7

.11

21.

76

384

.73

404

.02

(vi)

Depr

ecia

tion/

Amor

tizat

ion

12.

10

10.

03

287

.91

449

.33

47.

39

48.

67

347

.40

508

.03

(vii)

Non

Cas

h Ex

pend

iture

oth

er th

an

Depr

ecia

tion

7,0

07.0

5 6

,002

.96

132

,404

.40

118

,236

.72

1,6

83.3

0 0

.32

141

,094

.75

124

,240

.00





39 Fair value measurement

39.1 Valuation Principles

39.2 Fair value hierarchy

Level 1:

Level 2:

Level 3:

Financials Insturments

Financial instruments – Fair values and risk management





A. Financial instruments by categoryPaticulars 31 March, 2019 31 March, 2018 1 April, 2017

FVTPL FVTOCI Amortised Cost



Financial Assets

Total 1,020.26 - 596,271.16 14,206.23 - 1,034,010.01 45,761.99 - 1,602,675.29

Financial Liabilities

Total - - 598,303.53 - - 890,180.68 - - 1,363,452.50

B. Fair value hierarchy

Financial assets and liabilities measured at fair value - recurring fair value measurements

Paticulars 31 March, 2019 31 March, 2018 1 April, 2017

Level-1 Level-2 Level-3 Level-1 Level-2 Level-3 Level-1 Level-2 Level-3

Financial Assets

Investments :-







Total - - 597,291.42 10,218.41 1,680.70 1,036,317.13 36,026.16 1,316.00 1,611,095.12


Total - - 598,303.53 - - 890,180.68 - - 1,363,452.50





39.3

Val

uati

on T

echn

ique

s

Non

-cur

rent

ass

ets

and

liabi

litie

s he

ld fo

r sa

le

Patic

ular

sAs

at 3

1 M

arch

201

9As

at 3

1 M

arch

201

8As

at 1

Api

l 201

7

Carr

ying

Am

ount

Fair

Val

ueCa

rryi

ng

Amou

ntFa

ir V

alue

Carr

ying

Am

ount

Fair

Val

ue

Leve

l-1Le

vel-2

Leve

l-3Le

vel-1

Leve

l-2Le

vel-3

Leve

l-1Le

vel-2

Leve

l-3

Fina

ncia

l Ass

ets

Tota

l 5

60,2

35.3

7 -

- 56

0,23

5.37

9

97,9

74.2

2 -

- 99

7,97

4.22

1

,545

,529

.32

- -

1,5

45,5

29.3

2

Fina

ncia

l Lia

bilit

ies

Tota

l 5

98,3

03.5

3 -

- 59

8,30

3.53

8

90,1

80.6

8 -

- 89

0,18

0.68

1

,363

,452

.50

- -

1,3

63,4

52.5

0





40 Risk Management

40.1.1 Risk Management Structure

40.1.2 Risk measurement and reporting systems





40.1.3 Excessive risk concentration

40.1.4 Credit Risk

actions.

40.1.5 Market risk





40.1.6 Liquidity risk

40.1.7 Interest rate risk

40.1.8 Prepayment risk

40.1.9 Operational and business risk

40.2 Capital Management





41 Income tax

Particulars 31-Mar-19Year ended

31-Mar-18Year ended

Total tax charge (55.15) 22,863.08

41.1 Reconciliation of the total tax charge


31-Mar-18Year ended

- -

41.2 Deferred tax

ParticularsDeferred tax

AssetsDeferred tax

liabilitiesStatement of OCI

31-Mar-19 31-Mar-19 31-Mar-19 31-Mar-19

Total 49,319.22 3.53 - -






AssetsDeferred tax


31-Mar-18 31-Mar-18 31-Mar-18 31-Mar-18

Total 49,563.49 247.79 (22,863.08) -


AssetsDeferred tax

Liabilities

1-Apr-17 1-Apr-17

Total 26,807.92 355.30

42 Maturity analysis of assets and liabilities

Particulars 31-Mar-19 31-Mar-18 1-Apr-17Within 12

monthsAfter 12 months

Total Within 12 months

After 12 months


After 12 months

Total

Assets

Total Assets 342,471.86 353,633.92 696,105.78 563,398.29 586,339.89 1,149,738.18 734,197.54 986,149.37 1,720,346.91





Particulars 31-Mar-19 31-Mar-18 1-Apr-17Within 12

monthsAfter 12 months


After 12 months


After 12 months

Total

LIABILITIES Financial Liabilities

(I)Trade Payables

156.56

Total liabilities 259,982.20 341,438.18 601,420.38 377,232.22 523,073.35 900,305.57 557,591.65 818,098.79 1,375,690.44

Net 82,489.66 12,195.74 94,685.40 186,166.07 63,266.54 249,432.61 176,605.89 168,050.58 344,656.47

plans:





Pariculars As at 31 March 2019 As at 31 March 2018

obligation

Fair value of plan assets

liabilityobligation


liability

653.44 625.91 (27.53) 837.54 645.48 (192.06)

129.44 36.28 (93.16) 160.83 38.59 (122.24)

Remeasurement gains/(losses) in other comphrensive income

Present value of DBO at the end of the year 504.96 470.68 (34.28) 653.44 625.91 (27.53)

Pariculars

As at 31 March 2019 As at 31 March 2018

obligation Liability obligation Liability

Present value of DBO at the begining of the year 264.70 264.70 415.73 415.73

83.77 83.77 111.90 111.90

Remeasurement gains/(losses) in other comphrensive income

assumptions

Present value of DBO at the end of the year 209.65 209.65 264.70 264.70





(B) Major Category of Plan asset as percentage of total plan asset (Gratuity)Investments quoted in active markets: 31/Mar/2019 31/Mar/2018

Total 100.00% 100.00%

Expected payment for future years Gratuity Leave Encashment31/Mar/2019 31/Mar/2018 31/Mar/2019 31/Mar/2018

Total expected payments 822.19 1,138.05 409.84 545.47

(D) Changes in Fair Value of Plan Assets (Gratuity)

Particulars 31/Mar/2019 31/Mar/2018

Plan Asset at the end of the Year 470.68 625.91

(E) Actuarial Assumptions Financial Assumption

Gratuity Leave Encashment31/Mar/2019 31/Mar/2018 31/Mar/2019 31/Mar/2018





Demographic AssumptionGratuity Leave Encashment

31/Mar/2019 31/Mar/2018 31/Mar/2019 31/Mar/2018

Sensitivity Analysis

Gratuity Leave Encashment

31/Mar/2019 31/Mar/2018 31/Mar/2019 31/Mar/2018Discount Rate

Future salary increases

Risk Analysis

Salary Growth Rate

Life expectency/ Longevity risks

Interest rate risks

44 First-time adoption of Ind AS





44.1 Exemptions Applied

44.1.1 The company has applied the following exemptions - Mandatory Exemptions

(i) Estimates





44.1.2 The company has applied the following exemptions - Optional Exemptions(i) Property, plant and equipment & Intangible assets

(ii) Fair value as deemed cost for investment in subsidiary

(iii) Employee Stock Option Plans

44.2 Transition to IND AS Reconciliations

44.2.1 Balance Sheet reconciliationParticulars 31 March 2018 1 April 2017

Previous GAAP

Adjustments Ind AS Previous GAAP

Adjustments Ind AS

Financial Assets

Total(A) 993,028.91 55,187.33 1,048,216.24 1,608,033.59 40,403.69 1,648,437.28

development

Total(B) 102,267.27 (745.33) 101,521.94 73,674.15 (1,764.52) 71,909.63





Particulars 31 March 2018 1 April 2017Previous

GAAPAdjustments Ind AS Previous

GAAPAdjustments Ind AS

Total(A+B) 1,095,296.18 54,442.00 1,149,738.18 1,681,707.74 38,639.17 1,720,346.91

Liabilities and equity

LiabilitiesFinancial liabilities

Total(A) 891,358.50 (1,177.82) 890,180.68 1,365,378.30 (1,925.80) 1,363,452.50

Total(B) 10,118.11 6.78 10,124.89 12,234.41 3.53 12,237.94 Total Liabilities C = A+B 901,476.61 (1,171.04) 900,305.57 1,377,612.71 (1,922.27) 1,375,690.44

Total equity (D) 193,819.57 55,613.04 249,432.61 304,095.03 40,561.44 344,656.47 Total liabilities and equity E = C + D

1,095,296.18 54,442.00 1,149,738.18 1,681,707.74 38,639.17 1,720,346.91

Particular Previous GAAP Adjustments Ind ASRevenue from operations

Total revenue from operations 123,688.55 5,467.06 129,155.61

Total income 138,998.85 5,964.54 144,963.39

Total expenses 272,137.39 (8,992.35) 263,145.04





Particular Previous GAAP Adjustments Ind AS (133,138.54) 14,956.89 (118,181.65)

Tax Expense:

(110,275.46) 14,956.89 (95,318.57)

Total comprehensive income (110,275.46) 15,051.60 (95,223.86)

2018 Particulars Note

ReferenceEquity Reconciliation

Reconciliation1-Apr-17 31-Mar-18 Year ended

March 31, 2018

Ind AS adjustments:1

56

Shareholder’s equity as per Ind AS 344,656.47 249,432.61 (95,223.86)

disclosed.

Notes to reconciliation of total equity and total comprehensive income

2 Assignment & Securitisation (EIS,ECL & Premium)





3 Impact on application of Expected Credit Loss method

4 Fair valuation of security deposits

5 Gain/(Loss) on fair valuation of Investments

company.

6 Lease Equalisation





45

Oth

er N

otes

1

Info

rmat

ion

in r

espe

ct o

f Res

truc

ture

d A

sset

s

Sr. N

oTy

pe o

f Res

truc

turi

ng (r

efer

not

e 1)

Oth

ers

(ref

er n

ote

3)To

tal

Stan

dard

Sub

Stan

dard

Doub

tful

Loss

Tota

lSt

anda

rdSu

b St

anda

rdDo

ubtf

ulLo

ssTo

tal

1

1

36

1

36

9,5

14.1

4 9

,514

.14

1,2

32.5

3 1

,232

.53

1

1

1

1

3,4

17.0

9 3

,417

.09

511

.94

511

.94

4

4

764

.60

764

.60

3.1

3 3

.13

1

3

1

3

17

17

2

2

5 6

1

7

6

1

7

5

,488

.02

5,4

88.0

2 8

05.3

7 8

05.3

7 6

1

1

9

1

1

9

160

.50

160

.50

- -

11

1

25

11

1

25

11,

980.

90

11,

980.

90

1,4

95.9

3 1

,495

.93

Not

e :





45 Other Notes 2. Disclosure of details as required in terms of Annexure II of the Master Direction - Non-Banking Financial

Company - Systemically Important Non-Deposit taking Company and Deposit taking Company (Reserve Bank) Directions, 2016 as amended from time to time.

ParticularsLiabilities Side:

Amount Outstanding

Amount Overdue

1) Loans and Advances availed by the NBFCs inclusive of interest accrued and due thereon but not paid:

Assets Side:Amount

Outstanding2) Break-up of Loans and Advances including bills receivables (other than those

included in (3) below):

3) Break-up of Leased Assets and stock on hire and other assets counting towards AFC activities





4) Break-up of Investments:Current Investments:

1 Quoted: -

2 Unquoted: 21,020.26

Amount Outstanding

Long Term Investments:1 Quoted: -

2 Unquoted: 36,035.79

5)Category Amount Net of Provisions (*)

Secured Unsecured Total1

Total 422,944.87 39,722.32 462,667.19





6)(both quoted and unquoted):Category Market

Value/Break-up or fair

value or NAV

Book Value (Net of

Provisions)

1

Total 57,056.05 44,051.35

7) Other informationParticulars Amount

45 Other Notes

Sr. No. Particulars As at

31 March, 2019As at

31 March, 2018

Notes





45.3.2 Investments

S. No. Particulars As at 31 March, 2019


1 Value of Investments

Movement of Provisions held towards depreciation on investments

45.3.3 Derivatives

45.3.3.1 Forward Rate Agreement/Interest Rate SwapSr. No. Particulars As at

31 March, 2019As at

31 March, 2018

S. No. Particulars As at

31 March, 2019As at

31 March, 2018i

ii

iii

iv





45.3.3.3 Disclosures on Risk Exposure in Derivatives

a The structure and organization for management of risk in derivatives trading,

b The scope and nature of risk measurement, risk reporting and risk monitoring systems,

c Policies for hedging and/ or mitigating risk and strategies and processes for monitoring the continuing

Quantitative Disclosures

S. No.

Particulars Currency Derivatives Interest Rate Derivatives





45.3.4 Securitisation 45.3.4.1 Outstanding amount of securitised assets and exposures: Particulars As at

31 March, 2019As at

31 March, 20181







(a)

(b) On-balance sheet exposures

45.3.4.2 Details of Financial Assets sold to Securitisation/Reconstruction Company for Asset Reconstruction



1 1 1

5

accounts.

45.3.4.3 (a) Details of Assignment transactions undertakenParticulars Year Ended

31 March, 2019Year Ended

31 March, 2018i 5

ii

iii

iv

v





45.3.4.3 (b) Details of Securitization transactions undertaken Particulars Year Ended


31 March, 2018i

ii

iii

iv

v

Particulars Year Ended 31 March, 2019

Year Ended 31 March, 2018

1

B: Details of Non-performing Financial Assets soldParticulars Year Ended


31 March, 2018

1 1 1





45.3

.5

Ass

ets

Liab

ility

Man

agem

ent

mat

urit

y pa

tter

n of

cer

tain

item

s of

Ass

ets

and

Liab

iliti

es a

s pe

r bo

oks

Part

icul

ars

Year

End

edup

to to

30

/31

days

Ov

er 1

M

onth

to

2 M

onth

Over

2

Mon

ths t

o 3

Mon

ths

over

3

mon

ths t

o 6

mon

ths

over

6

mon

ths t

o on

e ye

ar

over

1 y

ear

to 3

yea

rsov

er 3

yea

rs

over

5

year

sTo

tal

(2

1,37

7.00

)(9

,417

.00)

(42,

373.

00)

(42,

463.

00)

(75,

681.

00)

(185

,018

.00)

(205

,888

.00)

(274

,479

.98)

(856

,696

.98)

(10,

218.

41)

- -

- (3

,987

.82)

- -

(50,

035.

79)

(64,

242.

02)

(7,6

27.5

2)(2

3,84

3.58

)(7

7,93

6.82

) (9

3,92

4.64

) (1

46,1

91.6

9) (2

98,7

99.5

9) (2

24,1

71.3

4) -

(872

,495

.16)

Not

e- A

sset

s Li

abili

ty M

anag

emen

t m

atur

ity

patt

ern

has

been

pre

pare

d ba

sis

Mas

ter

Dir

ecti

on -

Non

-Ban

king

Fin

anci

al C

ompa

ny -

Syst

emic

ally

Im

port

ant

Non

-Dep

osit

tak

ing

Com

pany

and

Dep

osit

tak

ing

Com

pany

(Res

erve

Ban

k) D

irec

tion

s, 2

016.





45.3.6 Exposures

45.3.6.1 Exposure to Real Estate Sector Category As at

31 March, 2019As at

31 March, 2018

(a) Direct ExposuresResidential Mortgages

Commercial Real Estate

Investments in Mortgage Backed Securities (MBS) and other Securitised exposures

(b) Indirect Exposures

Total Exposure to Real Estate Sector 172,707.03 234,038.19

Notes :

45.3.6.2 Exposure to Capital Market









Total Exposure to Capital Market 54,510.90 74,574.65

45.3.6.4 Details of Single Borrower Limit (SBL) / Group Borrower Limit (GBL) exceeded

Particulars 31 March, 2019 31 March, 2018

Number of Accounts

Amount in INR Lacs

Number of Accounts

Amount in INR Lacs

Details of exposure exceeding the single borrower limit as at the year end

1

Details of exposure exceeding the group borrower limit as at the year end

1

6

45.3.6.5 Unsecured Advances

S. No.

Customer Name Total Amount

(March’19)

Provision Disbursal dates Estimated value of intangible

collateral1





45.3.7 Miscellaneous

Sl. No.

Approval Granted Authority Reference/ Registration Number

Date Granted

Validity

1

cancellation

cancellation

cancellation

45.3.7.2 Disclosure of Penalties imposed by RBI and other regulators

45.3.7.3 Ratings assigned by credit rating agencies and migration of ratings during the year

Instruments Rating Agency Rating (Amount in

INR Lacs)

Long Term-

Short Term

1 ICRA Ratings





April 9 2018 ;S

NoTrust Name Instrument Initial

Amount Amount O/S after last surveillance

Current Outstanding (O/S)

Rating Action

1

Oct 10th 2018:S

NoTrust Name Instrument Initial

Amount Amount O/S after last surveillance


Rating Action

1

S No

Trust Name Instrument Initial Amount

Amount O/S after last surveillance


Rating Action

1

2 India Ratings:

Instruments Rating Agency Rating (Amount in INR Lacs)

Instruments Rating Agency Rating (Amount in INR Lacs)





3 CARE RATINGS:

4 Subsequent to 31st March 2019, ICRA and India Ratings and Research have revised the ratings of the instruments, details of which are given below:

S. No InstrumentsAmount

1

2

S. No Instruments1 400.00 234

45.3.7.4 Prior period items and changes in accounting policies

45.3.7.5 Revenue Recognition





45.3.8 Additional Disclosures

45.3.8.1 Provisions and Contingencies Break up of ‘Provisions and Contingencies’ shown under the head For the Year Ended

31 March, 2019For the Year Ended

31 March, 2018

Total 132,844.26 88,416.46

45.3.8.2 Draw Down from Reserves

45.3.8.3 Concentration of Deposits, Advances, Exposure and NPAs

45.3.8.3.1 Concentration of Deposit (for deposit taking NBFCs)

45.3.8.3.2 Concentration of AdvancesParticulars As at

31 March, 2019As at

31 March, 2018

45.3.8.3.3 Concentration of ExposuresParticulars As at

31 March, 2019As at

31 March, 2018

45.3.8.3.4 Concentration of NPAParticulars As at

31 March, 2019As at

31 March, 2018





45.3.8.3.5 Sector-wise NPAs (Percentage of NPAs to Total Advances in that Sector) S.

No.Sector As at

31 March, 2019As at

31 March, 20181

5

45.3.8.4 Movement of NPAs Particulars As at

31 March, 2019As at

31 March, 2018

385,618.06 338,421.16

141,261.45 221,997.60

244,356.61 116,423.56





45.3.8.5 Overseas Assets

45.3.8.7 Customer Complaints received and attended to during the Financial Year 2018-19No. of Complaints

S. No. Particulars As at 31 March, 2019


a

d 5

45.3.8.8 Information on instances of fraud

45 Other Notes

45.4 Details of Employee Stock Option Plans issued by the companyType of Scheme ESOP Scheme 2013 (Series - I) ESOP Scheme 2013 (Series - II)

attained attained

methods methods

Scheme No. of Options

outstanding as on

1 April, 2018

Issued During

the Year

Cancellation of Options During the

Year

Options Exercised during the

Year

Number of Options outstanding as on

31 March, 2019

Exercisable as at 31 March, 2019

Total 12,225,000 - 7,709,000 - 4,516,000 4,516,000

* Business Scenario ESOPs vesting (Series - I) % of options allotted

ESOPs vesting (Series - II) % of options allotted

Note:





46 Previous Year Figures

The Notes are an integral part of these Financial Statements

Signature to Note no. 1 to 46 forming part of the Financial Statements For and on behalf of the Board of Directors


DIN- 08140223 DIN- 01715298


Punit Arora



Financial DeclarationReligare Housing Development

Finance Corporation Ltd.



DIRECTORS’ REPORT

Dear Members,

Religare Housing Development Finance Corporation Limited

Your Directors have pleasure in presenting their 26th Directors’ Report on the business and operations of Religare Housing

year ended March 31, 2019.

FINANCIAL RESULTS

Particulars For the year ended March 31, 2019

(Rs. in Lakh)

For the year ended March 31, 2018

(Rs. in Lakh)

Total Income 13,009.39

Total Expenditure 11,628.69 13,096.05

1,380.70 1,591.07

144.76 299.40

226.85 199.22

6.75 (10.73)

1,002.34 1,103.19

Other Comprehensive Income (OCI) (34.94) (16.41)

Total Comprehensive Income for the year 967.40

193.48 163.03

Balance transferred to Balance Sheet 773.92 923.76

IMPLEMENTATION OF INDIAN ACCOUNTING STANDARDS (“IND AS”): The Company has prepared the Financial

Standards) Rules, 2015 as amended by the Companies (Indian Accounting Standards) Rules, 2016. The Company has

Statements together with the Financial Statements for the comparative reporting period have been prepared with the recognition and measurement principles stated therein, prescribed under Section 133 of the Companies Act, 2013 (“the

impact of transition has been recorded in the opening reserve as at 1st April, 2017 and the corresponding adjustments

order to conform to current year presentation.

DIVIDEND & TRANSFER TO RESERVES

has been transferred to Reserves & Surplus.

HOLDING /SUBSIDIARY COMPANY

does not have any subsidiary or Associate Company.



RESULTS OF OPERATIONS

The Company earned a total income of Rs. 13,009.39 lakh and Rs. 967.40 lakh respectively.

LENDING OPERATIONS

units. The Company has disbursed housing loans of Rs. 10,699 Lakhs during the year.

assets to the extent of Rs. 405.13 Lakhs and Rs. 333.15 Lakhs, respectively, have been made.

STATE OF COMPANY’S AFFAIRS

business and was focused on acquisition of retail customers.

1.

2.

3.

4.

5.

6.

7.

There is no change in the nature of business of the Company for the year under review.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review as stipulated under the Housing Finance Companies

2017, is presented in a separate section under Annexure-A and forms an integral part of this Report.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

term sheet with TCG Advisory Services Private Limited, Religare Finvest Limited (RFL – the Holding Company) and Religare Housing Development Finance Corporation Limited (RHDFCL) on July 10, 2019, whereby REL will divest its entire stake in

would also acquire indirect equity stake held by REL in RHDFCL. The said transaction is subject to necessary statutory and

REGULATORY GUIDELINES

PUBLIC DEPOSITS

beginning of the year nor has it accepted any public deposits during the year under review.

CHANGES IN CAPITAL STRUCTURE

Further, in the Board Meeting of the company held on May 20, 2019, Board has accorded its approval for the increase in

The said matter will be placed in the ensuing Annual General Meeting of the Company for seeking shareholders’ approval.



CREDIT RATINGS

S. No.

Credit Rating Obtained

Short Term Debt

Rating

Long Term Bank Loan

Ratings

Short Term Bank Loan Ratings

Long Term Debt Rating /NCD

Ratings

Commercial Paper Rating

1 Rating Assignedand and

2Agency

ICRA Limited

ICRA Limited and

India Ratings & Research

ICRA Limited and


ICRA Limited and


ICRA Limited and


INTERNAL CONTROL SYSTEM AND INTERNAL FINANCIAL CONTROLS

which is reviewed and approved by the Audit Committee of the Company. The Company has appointed M/s KPMG as the

assist the Company in testing and reporting of Internal Financial Controls (IFC) on quarterly basis through an integrated system of internal audit and IFC testing. To maintain its objectivity and independence, the Internal Auditor reports to the Audit Committee.

the Company, its compliance with operating manuals, accounting procedures, policies and regulatory requirements of the Company. Based on the integrated report of internal audit function and IFC, process owners undertake corrective action

thereon along with IFC dashboard are presented to the Audit Committee on quarterly basis.

management framework, every function has reviewed the existing processes and SOPs and ensured a written down

strengthen the business process manual and various underlying controls.

Development and implementation of Risk Control Matrix (RCM)

controls through testing of data pertaining to each control, control description and key attributes alignment to COSO

of Internal Financial Controls (‘IFC’), under Companies Act 2013.

Structured and consistent process for management of risk Information is recorded and auditable

Key Elements of RCM Contains key risks by type / category and corresponding controls for mitigation Linkages with process documentation through control references Control design and testing, including results thereof Coverage of Internal Financial Controls



o Completeness

o Existence / Occurrence

o Accuracy

o Valuation

o Rights & Obligations

o Presentation & Disclosures

Key Activities – Strengthening the RCM

Preparation / Updation of RCMs for key businesses and support functions

Capture of additional risks and key controls

Mitigating controls.

Testing of RCMs and integration with Internal Audit (‘IA’)

(as per quarterly scope of work) for integrated coverage.

Reporting to Risk Committee / Audit Committee

Reporting on controls testing (including high level view of key risks and controls) to be combined as part of quarterly IA reporting

Reporting to Audit Committee on quarterly basis.

NON-CONVERTIBLE DEBENTURES

BOARD OF DIRECTORS AND KEY MANAGEMENT PERSONNEL

Board of Directors

Appointment of Directors:

S. No. Name of the Director Category Date of Appointment1 Mr. Ashok Mehta

2 Mr. Siddharth Mehta

3 Mr. Malay Kumar Sinha

4 Dr. Rashmi Saluja

Note: Mr. Sanjay Dattatray Palve has been appointed as Managing Director and Key Managerial Personnel of the Company

Annual General Meeting. The Company has received requisite notices in writing from member(s) of the Company proposing

aforesaid Directors.



Director retiring by rotation

In accordance with Section 152 of the Companies Act, 2013 and Articles of Association of the Company, Mr. Ashok Mehta

Resignation of Directors:

S. No. Name of the Director Category Date of Resignation

1 Mr. Rama Krishna Shetty

2 Mr. Vikram Talwar

Note:

Pursuant to provisions of Section 149 of the Companies Act, 2013, the Company has received requisite declarations from the Independent Directors on their Independence.

Key Management Personnel

(CFO) and Ms. Priyanka Dhawan, Company Secretary (CS) of the Company were the Key Managerial Personnel as per the provisions of the Companies Act, 2013.

Mr. Sanjay Dattatray Palve has been appointed as the Managing Director and Key Managerial Personnel of the Company

2019.

BOARD EVALUATION

Board Committees and individual directors including independent directors. While evaluating the Board, various aspects

strategic thinking, the Board’s culture, the Committees’ responsiveness to the Board, individual director’s knowledge of the Company’s Business and key areas, any concern for stakeholders and working of internal controls are considered.

Performance Evaluation of Individual Directors

mentioned in the Board evaluation policy of the Company.

BOARD MEETINGS

COMMITTEES CONSTITUTED BY THE BOARD

The Company has several committees which have been established as a part of the best corporate governance practices.



A. B. C. D. E.

F. G. H. I. J. K. L.

A. Audit Committee

Name DesignationMr. Ashok Mehta Member



B. Nomination & Remuneration Committee


Mr. Siddharth Mehta Member



Permanent Invitee

C. Corporate Social Responsibility Committee




D. Risk Management Committee





Mr. Pankaj Sharma Permanent Invitee

Mr. Sanjay D Palve Permanent Invitee

Mr. Kamal Kumar Kaushik Permanent Invitee



E. Loan/Investment & Borrowing Committee





Mr. Kamal Kumar Kaushik Permanent Invitee

Mr. Sanjay D. Palve Permanent Invitee

Mr. Gourav Mardia Permanent Invitee

F. Asset Liability Committee (ALCO)

Name DesignationMr. Kamal Kumar Kaushik Member

Mr. Gourav Mardia Member

Ms. Bhawna Sahajwani Member

Mr. Milind Patel Permanent Invitee


Permanent Invitee of ALCO w.e.f. May 20, 2019.

G.

Name DesignationMr. Kamal Kumar Kaushik Chairperson

Mr. Rahul Mehrotra Member



Mr. Vivek Sheel Gera Member

H. Review Committee for review of willful defaulters

Name DesignationMr. Kamal Kumar Kaushik Chairperson


Mr. Ashok Mehta Member





I. Grievance Redressal Committee





J. IT Strategy Committee

Name DesignationMr. Malay Kumar Sinha Chairman

Mr. Rajesh Bhatia Member

Mr. Kamal Kumar Kaushik Member


K. IT Steering Committee

Name DesignationMr. Rajesh Bhatia Chairman



Mr. Varun Arora Member

Mr. Akshay Goel Member

Mr. Prashant Arora Member

Mr. Vivek Sharma Member

Mr. Mukul Agarwal Member

Mr. Chandan Singh Member

L. Asset Monetization Committee (Non-Board Committee) (AMC)



Mr. Gagan Chhabra Member

Mr. Pawan Seth Member


Mr. Gourav Mardia Permanent Invitee

Mr. Kapil Krishnan Permanent Invitee

Mr. Kapil Krishnan has been removed as the Permanent Invitee to AMC w.e.f. May 20, 2019.

Mr. Kamal Kumar Kaushik has ceased to be CEO of RHDFCL w.e.f. July 16, 2019.



COMMITTEE MEETINGS

S. No. Name of Committee No. of Meetings

Date of Meetings

1 Audit Committee (ACM) 1 i.

2

3 Corporate Social Responsibility Committee (CSR)

1 i.

4 Risk Management Committee (RMC)

5 Loan/ Investment & Borrowing Committee (LIBC)

6 Asset Liability Committee (ALCO)* 2ii. February 06, 2019

7Review Committee*

9 Grievance Redressal Committee* 4 i. ii. iii. February 01, 2019

10 IT Strategy Committee*11 IT Steering Committee*12 2 i. January 29, 2019

*These Committees function as per the terms of reference as approved by the Board for the respective Committees.

ATTENDANCE OF DIRECTORS/MEMBERS AT BOARD AND COMMITTEE MEETINGS

of Company Secretaries of India (‘ICSI’), the attendance of Directors at Board and Committee Meetings held during the

S. No.

Name of Meeting

1 Board Meeting

Name of Director Category Number of Board Meetings held

Held Entitled AttendedMr. Vikram Talwar 1 4 2 2

Mr. P. Vijaya Bhaskar2 4 0 0

Mr. Rama Krishna Shetty3 4 1 1

Mr. Ashok Mehta4 4 4 4

Mr. Siddharth Mehta5 4 3 2

Mr. Malay Kumar Sinha6 4 3 3

Dr. Rashmi Saluja7 4 0 0

1Mr. Vikram Talwar has resigned as Non-Executive Independent Director w.e.f. September 28, 2018;2Mr. P. Vijaya Bhaskar ceased to be a Non-Executive Independent Director due to his sad demise on May 04, 2018;3Mr. Rama Krishna Shetty resigned as Non-Executive Independent Director w.e.f. June 30, 2018;4Mr. Ashok Mehta has been appointed as a Non-Executive & Non-Independent Director w.e.f. May 18, 2018;5Mr. Siddharth Mehta has been appointed as a Non-Executive & Non-Independent Director w.e.f. July 13, 2018;6Mr. Malay Kumar Sinha has been appointed as Non-Executive Independent Director w.e.f. September 05, 2018;7Dr. Rashmi Saluja has been appointed as a Non-Executive Independent Director w.e.f. March 08, 2019.



2 Audit Committee Meeting (ACM)

Name of Director Category Number of Audit Committee Meetings held

Held Entitled AttendedMr. P. Vijaya Bhaskar1 Chairperson 1 0 0


Mr. Rama Krishna Shetty3 Member 1 1 1

Mr. Ashok Mehta4 Member 1 1 1

Mr. Malay Kumar Sinha5 Member 1 0 0

Dr. Rashmi Saluja6 Member 1 0 01Due to sad demise of Mr. P. Vijaya Bhaskar on May 4, 2018, he ceased to be the chairperson of ACM w.e.f. May 4, 2018;

2Vikram Talwar ceased to be a member of ACM w.e.f. September 28, 2018;3Mr. Rama Krishna Shetty ceased to be a member of ACM w.e.f. June 30, 2018;4Mr. Ashok Mehta became member of the ACM w.e.f. May 29, 2018;5Mr. Malay Kumar Sinha became member of ACM, w.e.f. March 19, 2019.6Dr. Rashmi Saluja became member of the ACM w.e.f. March 19, 2019.

3 Corporate Social Responsibility (CSR) Committee Meeting

Name of Director Category Number of CSR Committee Meetings held

Held Entitled AttendedMr. Rama Krishna Shetty1 Member 1 0 0

Mr. Vikram Talwar 2 Member 1 1 1

Mr. Ashok Mehta3 Member 1 1 1

Mr. Siddharth Mehta4 Member 1 1 1

Dr. Rashmi Saluja5 Member 1 0 01Mr. Rama Krishna Shetty ceased to be member of CSR w.e.f. June 30, 2018;2Mr. Vikram Talwar became member of CSR w.e.f. September 01, 2018 and ceased to be member of CSR w.e.f. September 28, 2018;3Mr. Ashok Mehta became member of CSR w.e.f. September 01, 2018;4Mr. Siddharth Mehta became member of CSR w.e.f. September 01, 2018;5Dr. Rashmi Saluja became member of CSR w.e.f. March 19, 2019.

RELIGARE HOUSING DEVELOPMENT FINANCE CORPORATION LIMITED EMPLOYEES STOCK OPTION SCHEME

It is therefore imperative to align the interests of the employees and shareholders of the Company. Employee Stock Option schemes have been universally accepted as retention and wealth creation tool that meets this objective.The Board of Directors of the Company at its meeting held on February 6, 2019 had considered and approved

expanded share capital of the Company (inclusive of the equity shares to be allotted pursuant to stock options granted under the ESOP Scheme 2019) and as considered after taking into account any other equity shares (including through convertible instruments) as may be issued by the Company during the currency of the ESOP Scheme 2019 in one or more tranches at such price and on such terms and conditions as may be determined, to motivate employees, who have been consistently performing well, and to give them opportunity to participate and gain from the Company’s performance, thereby, acting as a

Pursuant to the above, the shareholders of the Company in its meeting held on March 5, 2019 approved the ESOP Scheme.



till the date of the signing of the Directors Report.

During the year under review, no options were granted.

The Board of Directors of the Company and shareholders of the Company had approved time to time such number of Options in one or more tranches under ESOP Scheme 2019 exercisable into equal number

Name and Designation of Eligible Employee Number of Options to be grantedMr. Sanjay D. Palve , employee of Religare Finvest Limited * 999,950 stock options of Religare Housing Development

of the issued Capital

*Mr. Sanjay D. Palve has been appointed as Managing Director and Key Managerial Personnel of RHDFCL w.e.f. May 16, 2019.

EXTRACT OF ANNUAL RETURN

uploaded on website of the Company and can be accessed through the link corporate_information.asp

COMPLIANCE WITH SECRETARIAL STANDARDS

issued by the Institute of Company Secretaries of India (SS1 and SS2) respectively relating to Meetings of the Board, its Committees and the General Meetings in the best interest of the Company.

CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY

In compliance with Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules 2014, the Company has established a Corporate Social Responsibility (CSR) Committee. The CSR Committee has formulated and recommended to the Board, a CSR Policy indicating the activities to be undertaken by the Company,

The CSR policy was adopted on March 31, 2015 by Religare Housing Development Finance Corporation Limited (‘RHDFCL’/’the Company’) and was further amended on May 19, 2017.

Company has adopted its CSR Policy which aims at supplementing the role of the Government in enhancing the welfare measures for the underprivileged communities and aims to ensure that the communities receive good quality healthcare facilities. It also aims at promoting holistic health awareness and education to empower communities thus helping them lead a fuller and healthier life at large.

Earlier, the Religare group (including RHDFCL) had engaged the Fortis Charitable Foundation (‘FCF’) as its implementation

Company of the Company, have reviewed the engagement with FCF and decided to terminate the CSR Agreement dated 14th December, 2016 entered by Religare and its subsidiaries with Fortis Charitable Foundation.

termination of engagement with FCF. Termination Letter providing 90 days written notice to end the agreement was sent

The Company is exploring new agencies or other options for undertaking the CSR activities of the group in a fruitful

prescribed under Sec 135 of the Companies Act, 2013.



been frequent changes in the Board and Management. Hence, the Religare Group as a whole is facing liquidity crunch and

though the Company strives to spend the CSR amount as per CSR focus areas in a systematic way on regular basis, but

The statutory disclosures with respect to the CSR Committee, in terms of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules 2014, in the form of the annual report on CSR Activities is laid down in Annexure-B which forms part of this Report.

STATUTORY DISCLOSURES BY DIRECTORS

Directors of the Company have made necessary disclosures, as required under various provisions of the Companies Act, 2013.

CONFIRMATION ON NIL FRAUD, MISFEASANCE OR ANY IRREGULARITY IN THE COMPANY

STATUTORY AUDITORS

passing an ordinary resolution had appointed M/s S.S. Kothari Mehta & Co., Chartered Accountants (Firm Registration

nd Annual General Meeting until the conclusion of the 29th

AGM as per provisions of Section 139(1) of the Companies Act, 2013).

Meeting.

AUDITOR’S REPORT

Management’s response on the Statutory Auditors’

1.

take place only if substantial risk and reward has been transferred. However, in the referred transaction of security

Board Comment:

Security Receipts based on the evaluation by independent rating agency as stipulated under RBI Regulation. Under

it in its books.

2.

“During the year, some of the lenders have increased interest rates mainly due to downgrade in External Credit rating (ECR) of the Company. The Company has protested for such increase in the interest rate and has not serviced increased interest rate. Further, Company has not made the provision of increased amount of Interest amounting



informed, company is in the process of getting approval from respective banks for restoring the original interest rates.

Board Comment:

In previous year because of rating downgrade lenders has arbitrarily increased the interest rate and the company (RHDFCL) has requested for the reversal of such increase in rates. Banks have placed the company request to the

as contingent liability.

SECRETARIAL AUDITOR & SECRETARIAL AUDIT REPORT

March 31, 2019, is annexed to this Report as Annexure-C.

1. from September 29, 2018 to March 07 , 2019. However, the required number of Independent Directors had been appointed thereafter.

2.

3. That the Company has not formulated any IT Policy and Information Security Policy in accordance with the Information Technology Framework for HFCs.

The said appropriate Board members. Further, there were changes happening at the Board and Management level as the new

took some time.

IT framework.

taking necessary steps to get the same approved by the Board of Directors.

4. from time to time) other than the requirement of maintaining Loan to Value Ratio (LTV Ratio) in six of the loan accounts.

review the existing provisions on LTV norms which are onerous on HFCs resulting into the breach. Further, on April 10,



repayments/levy of other charges, the overall LTV ratio has breached due to higher total outstanding (Principal+Accrued

5. That the Company has not appointed any director as the designated director in terms of the provisions of Prevention of Money Laundering Act, 2002.

(MD) can be a designated director.

31, 2019.

Further, Mr. Sanjay Palve has been appointed as the Managing Director of the Company w.e.f. May 16, 2019 post

PARTICULARS OF INVESTMENTS, LOANS AND GUARANTEES

Company (HFC) is exempted under this section.

RELATED PARTY TRANSACTIONS

Annexure-D which forms part of this Report.

approval and reporting of the transactions between the Company and its Related Parties, same is appended to this Report as Annexure-E.

Party_Transaction_Policy_27022019.pdf

APPOINTMENT AND REMUNERATION POLICY

appointment of Directors, Key Managerial Personnel and their remuneration as well as a policy on other employees’

religarehomeloans.com/corporate_information.asp

Directors’ Appointment and Remuneration

The Directors’ Appointment and Remuneration Policy regulates the appointment and remuneration of Directors (including the Independent Directors) based on the laws and regulations applicable on the Company.

continuous basis will review appropriate skills, characteristics and experience required of the Board as a whole and its individual members. The objective is to have a Board with diverse background and experience in areas that is relevant

including general understanding of the business, education, professional background, personal achievements, etc. Few important criteria against which each prospective candidate will also be evaluated are personal and professional

member.

maximum amount permissible under the law. Employee directors will not be paid for Board membership in addition to



and to further ensure that the Company will be able to attract, retain and reward those who contribute to the success of the Company.

KMP Appointment and Remuneration Policy

The KMP Appointment and Remuneration Policy regulates the appointment and remuneration of KMP based on the laws and regulations applicable on the Company. The intent is to ensure the proper appointment and fairness in the remuneration process of the KMP of the Company and at the same time, to attract and retain the best suitable talent for the Company.

The authority to identify right candidates for appointment of KMPs is vested with the MD/Business Head, who, along with

appointment along with proposed remuneration. The remuneration proposed will be consistent with the strategy of the company and in line with the comparable market and internal remuneration benchmarks.

head and propose the candidature to Board for its approval for appointment. Business Head’s remuneration will be determined keeping in view the industry benchmark and the relative performance of the company to the industry

company and in line with the comparable market and internal remuneration benchmarks.

OTHER EMPLOYEES APPOINTMENT AND REMUNERATION

Other employees’ appointment and remuneration is as per the HR policy of the Company.

STATUTORY DISCLOSURES ON REMUNERATION OF EMPLOYEES

The information as required in accordance with Section 197 read with Rule, 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended up to date, is appended herewith as Annexure-F and forms an integral part of this Report.

RISK MANAGEMENT

The Company, with the Board’s approval, has adopted a comprehensive risk management policy. The Risk Management Committee constituted by the Board is responsible for framing, implementing and monitoring various types of risks

interest rate risk, market risk etc.

The goal is to build a business that is stable, scalable and sustainable. In seeking to do this, the Company has laid down

and likelihood of their occurrence, and taking appropriate actions to address the most likely threats.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

they are Directors, permanent/contractual employees, customers, contractors, vendors, suppliers, customers or any other person having an association with the Company.

The guidelines for making a disclosure require the person making a disclosure to do so in physical writing or email to the

and takes appropriate action depending on whether or not it constitutes a malpractice. The Policy also provides for protection to the whistleblower as well as the procedure for investigation, decision and reporting regarding a disclosure

compliant has been received during the year.

DIRECTORS’ RESPONSIBILITY STATEMENTTo the best of their knowledge and belief and according to the information and explanations obtained by them, your



a)

b) consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and

c) the provisions of the Act for safeguarding the assets of the company and for preventing and detecting fraud and other

d) e) systems to ensure compliance with the provisions of all applicable laws were in place and such systems were adequate

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

Even though operations of the Company are not energy intensive, the management has been highly conscious of the

direction on a continuous basis. In view of the nature of activities which are being carried on by the Company, the

Rules, 2014 regarding Conservation of Energy and Technology Absorption are not applicable to the Company and hence not been provided.

FOREIGN EXCHANGE EARNINGS AND OUTGO The details of foreign exchange expenditure incurred and foreign exchange earned during the year under review are as

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

and operations in future.

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

of Women at the Work Place (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee (ICC) has

under review.

ACKNOWLEDGEMENTS

also takes an opportunity to place on record their gratitude for the dedication and commitment of employees at all levels.

By order of the Board of DirectorsFor Religare Housing Development Finance Corporation Limited

Sd/-Sanjay Dattatray PalveManaging Director

Sd/-Malay Kumar SinhaDirector

DIN : 01292445Saptarshi Apartments, Building

400706

DIN: 08140223



Annexure-A

MANAGEMENT DISCUSSION AND ANALYSIS REPORTINDUSTRY STRUCTURE AND DEVELOPMENT:

The impact of Policy and Tax reforms of RERA and GST has subsided, however it is still visible with developers and brokers adjusting to the new market dynamics and are getting aligned with it.

OPPORTUNITIES AND THREATS:

Opportunities:

times.

GST Rate Cut:

construction projects.

Threats:

Unsold Housing Inventory:

Unsold housing

Slowdown of disbursements

their focus on ALM, the housing sector is witnessing a slowdown in disbursals with HFCs revising their disbursement projections and being selective in the customer onboarding.

SEGMENT-WISE OR PRODUCT-WISE PERFORMANCE:

The key Focus for Your Company has been to provide home loans for purchase, construction, extension and improvement/

strong underwriting practices to provide credit to the customers from the informal sector where formal income proofs

customer segments .

FUTURE OUTLOOK:

Property Prices are likely to remain stable this year and developers will be concentrating on clearing unsold inventory.



RISKS AND CONCERNS:

The home loan market continues to be competitive. Preceding FY’s dynamics such as intense competition, increase in cost

across customer segments and industry sectors which may have impact on new customer acquisition.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

agency, which is reviewed and approved by the Audit Committee of the Company. The Company has appointed M/s KPMG

and reporting of Internal Financial Controls (IFC) on quarterly basis through an integrated system of internal audit and IFC testing. To maintain its objectivity and independence, the Internal Auditor reports to the Audit Committee.

the Company, its compliance with operating manuals, accounting procedures, policies and regulatory requirements of the Company. Based on the integrated report of internal audit function and IFC, process owners undertake corrective action

thereon along with IFC dashboard are presented to the Audit Committee on quarterly basis.

management framework, every function has reviewed the existing processes and SOPs and ensured a written down

strengthen the business process manual and various underlying controls.

DISCUSSION ON FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE:

MATERIAL DEVELOPMENTS IN HUMAN RESOURCES / INDUSTRIAL RELATIONS FRONT, INCLUDING NUMBER OF PEOPLE EMPLOYED

As on 31st



‘Promote for Potential’. A robust process is followed which is based on the Balanced Score Card philosophy to ensure





DIN: 08140223



Annexure-B

FORMAT

ANNUAL REPORT ON CSR ACTIVITIES TO BE INCLUDED IN THE BOARD’S REPORT

1. A brief outline of the company’s CSR policy, including overview of projects or programs proposed to be undertaken and a reference to the weblink to the CSR policy and projects or programs.

Company has adopted its CSR Policy. It aims at supplementing the role of the Government in enhancing the welfare measures for the underprivileged communities and aims to ensure that the communities receive good quality healthcare facilities. It also aims at promoting holistic health awareness and education to empower communities thus helping them lead a fuller and healthier life at large.

CSR Policy of the Company provides the overview of projects or programs which are proposed to be undertaken by the Company. Company’s CSR policy is placed on its website www.religarehomeloans.com.

2. The Composition of the CSR Committee

1. Dr. Rashmi Saluja – Member

2. Mr. Ashok Mehta – Member

3.

3.

4. Prescribed CSR Expenditure (two per cent. of the amount as in item 3 above)

5.

a.

a.

b.

CSRproject oractivity

Sector inwhichtheproject iscovered

Projects orprogramme:Local area or State or District where the projects orprograms was undertaken

Amountoutlay(Budget)project orprogrammewise

A m o u n t spent on project orprograms:Sub head:1. Directexpenditure on project orprogramme;2. Overhead

Cumulativeexpenditureup to the date of reporting

Amount spent:Direct or through implementingagencies*

Nil Nil Nil NIL NIL NIL

6. years or any part thereof, the company shall provide the reasons for not spending the amount in its Board report.

prescribed under Sec 135 of the Companies Act, 2013.

have been frequent changes in the Board and Management. Hence, the Religare Group as a whole is facing liquidity

on time. Hence, though the Company strives to spend the CSR amount as per CSR focus areas in a systematic way

the Society as a whole and will spend the same over a period of time in accordance with the provisions of applicable



7. CSR objectives and CSR Policy of the Company.

For Religare Housing Development Finance Corporation Limited


Sd/Rashmi SalujaDirector (Chairperson of CSR Committee)

DIN : 01292445 DIN: 01715298

– 110001



Annexure-CFORM MR - 3

SECRETARIAL AUDIT REPORT

[Pursuant to Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 in line with Section 204(1) of the Companies Act, 2013 and Rule no.9 of the Companies (Appointment and Remuneration of Managerial Personnel)

Rules, 2014]

To, The Members, Religare Housing Development Finance Corporation Limited

We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Religare Housing Development Finance Corporation Limited Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

year ended on March 31, 2019, the Company has complied with the statutory provisions listed hereunder and also that

(not applicable to the Company)

(not applicable to the Company)

(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992

a. (not applicable to the Company)

b. (not applicable to the Company)

c. (not applicable to the Company)

d. (not applicable to the Company)

e. (not applicable to the Company)

f. The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 (not applicable to the Company)

g. (not applicable to the Company)

h. (not applicable to the Company)

i. The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. (not applicable to the Company)



(vi) We, based upon the Management Representation, further report that there are adequate systems and processes in

(ii) The Listing Agreements entered into by the Company with the Stock Exchange(s). (not applicable to the Company)

During the period under review, the Company has complied with the provisions of the Act, Rules, Regulations,

1. That the Company did not have the sufficient number of Independent Directors on its Board during the period from September 29, 2018 to March 07, 2019. However, the required number of Independent Directors had been appointed thereafter.

2. That the office of Company Secretary and Chief Financial Officer had been vacant for more than six months which is not in compliance with the provisions of Section 203 of the Companies Act, 2013 before the office was filled up on December 10, 2018

3. That the Company has not formulated any IT Policy and Information Security Policy in accordance with the Information Technology Framework for HFCs.

4. That the Company has complied with the NHB Master Directions, 2010 (incl. modifications and alterations from time to time) other than the requirement of maintaining Loan to Value Ratio (LTV Ratio) in six of the loan accounts.

5. That the Company has not appointed any director as the designated director in terms of the provisions of Prevention of Money Laundering Act, 2002.

We further report that:

Directors except independent directors as at the end of the period under review. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Companies Act, 2013.

Adequate notice is given to all directors to schedule the Board Meetings. Agenda and detailed notes on agenda were sent at least seven days in advance except that of few Board Meetings which were held on shorter notice, and a system

meaningful participation at the meeting.

Majority decision is carried through while the dissenting members’ views are captured and recorded as part of the minutes, wherever occurred.

We further report that operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines, as per the management representation letter.

We further report that

i.

the Company due from borrowers from time to time such that the aggregate amounts of such transactions to sell/



ii.

the Ultimate Holding Company/Holding Company/Subsidiary Companies and to grant them such number of options

the Company.


Sd/-Ankit Singhi

PartnerACS No.: 20642 C P No.: 16274

Date: August 06, 2019Place: New Delhi

This report is to be read with our letter of even date which is annexed as “Annexure A” and forms an integral part of this report.

“Annexure A”

To, The Members, RELIGARE HOUSING DEVELOPMENT FINANCE CORPORATION LIMITED

Our Secretarial Audit Report of even date is to be read along with this letter.

1. Maintenance of secretarial records is the responsibility of the management of the Company. Our Responsibility is to express an opinion on these secretarial records based on our audit.

2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about

reasonable basis for our opinion.

3.

4. Where ever required, we have obtained the Management representation about the compliance of laws, rules and regulation and happening of events etc.

5. The compliance of the provisions of corporate and other applicable laws, rules, regulations, standards are the

6.


Sd/-Ankit Singhi

PartnerACS No.: 20642 C P No.: 16274

Date: August 06, 2019Place: New Delhi



Annexure-D

Form No. AOC-2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014)

Form for disclosure of particulars of contracts/arrangements entered into by the company with related parties referred

proviso thereto

1. Not Applicable

(a)

(b)

(c) Duration of the contracts / arrangements/transactions

(d)

(e)

(f)

(g)

2. Details of material* NIL

(a)

(b)

(c)

(d)

(e)

*Material contract means a transaction having value equal to or more than 10% of turnover of the Company as per last Audited Balance Sheet.





DIN: 08140223



Annexure-EReligare Housing Development Finance Corporation Limited

Related Party Transaction Policy(Approved on December 10, 2018)

1. Preamble

below. The Audit Committee will review and may amend this policy from time to time.

This policy will be applicable to the Company. This policy is to regulate transactions between the Company and its Related Parties based on the applicable laws and regulations (including any amendments) applicable on the Company

2. Purpose

a framework for proper approval and reporting of transactions between the Company and its Related Parties. The Company is required to disclose each year in the Financial Statements all material transactions between the Company and Related Parties. The company shall disclose the policy on dealing with Related Party Transactions on its website and also in the Annual Report.

3.

“Audit Committee or Committee” means a committee of the Board of Directors of the Company constituted under provisions of the Companies Act, 2013.

“Board” means the Board of Directors of the Company

“Control”majority of the directors or to control the management or policy decisions exercisable by a person or persons acting individually or in concert, directly or indirectly, including by virtue of their shareholding or management rights or shareholders agreements or voting agreements or in any other manner.

“Key Managerial Personnel” includes

“Material Related Party Transaction” means a transaction with a related party if the transaction/ transactions to be

“Policy” means Related Party Transaction Policy including any amendment , addendum

“Related Party

ii) Such entity is a related party under the applicable Accounting Standards issued by the Institute of Chartered

“Related Party Transaction

4. Policy

All Related Party Transactions must be reported to the Audit Committee and referred for approval by the Committee in accordance with this Policy.

Each director and Key Managerial Personnel is responsible for providing notice to the Board or Audit Committee of any potential Related Party Transaction involving him or her or his or her Relative, including any additional information about the transaction that the Board/Audit Committee may reasonably request. The Board/Audit



Committee will determine whether the transaction does, in fact, constitute a Related Party Transaction requiring compliance with this policy.

The Company strongly prefers to receive such notice of any potential Related Party Transaction well in advance so that the Audit Committee/Board has adequate time to obtain and review information about the proposed transaction.

4.2 Prohibitions related to Related Party Transactions

followed. However, the Audit Committee may grant omnibus approval for Related Party Transactions proposed to

a) The Audit Committee shall lay down the criteria for granting the omnibus approval in line with the policy on Related Party Transactions of the Company and such approval shall be applicable in respect of transactions which are repetitive in nature.

b) The Audit Committee shall satisfy itself the need for such omnibus approval and that such approval is in the

c) Such omnibus approval shall specify (i) the name/s of the related party, nature of transaction, period of transaction, maximum amount of transaction that can be entered into, (ii) the indicative base price / current contracted price and the formula for variation in the price if any,(iii) maximum value of transactions, in

Provided that where the need for Related Party Transaction cannot be foreseen and aforesaid details are not available, Audit Committee may grant omnibus approval for such transactions subject to their value not exceeding Rs.1 crore per transaction. Such omnibus approvals shall be valid for a period not exceeding one year and shall require fresh approvals after the expiry of one year.

i. Selling or disposing of the undertaking of the Company.

ii. Transactions which are not in the ordinary course of business or not on arm’s length basis.

presented to the Audit Committee for its review and noting.

4.3 Review and Approval of Related Party Transactions

Related Party Transactions will be referred to the next regularly scheduled meeting of the Audit Committee for review /noting and/ or approval as per the paragraph 4.2 above. Any member of the Committee who has a potential interest in any Related Party Transaction will recuse himself or herself and abstain from discussion and/ or voting on the approval of the Related Party Transaction.

To review a Related Party Transaction, the Committee will be provided with all relevant material information of the Related Party Transaction, including the terms of the transaction, business purpose of the transaction,

approve a Related Party Transaction, the Committee may consider the following factors, among others, to the

Whether the terms of the Related Party Transaction are fair and on arm’s length basis to the Company and

Whether there are any compelling business reasons for the Company to enter into the Related Party

Whether the proposed transaction includes any potential reputational risk issues that may arise as a result of



Key Managerial Personnel’s or other Related Party’s interest in the transaction and the ongoing nature of any proposed relationship and any other factors the Board/Committee deems relevant.

If the Committee determines that a Related Party Transaction should be brought before the Board, or if the Board in any case elects to review any such matter or it is mandatory under any law for Board to approve the Related Party Transaction, then the considerations set forth above shall apply to the Board’s review and approval of the matter, with

The Audit Committee shall review, at least on a quarterly basis, the details of Related Party Transactions entered into by the Company pursuant to each of the omnibus approval given.

i) Any transaction that involves the providing of compensation to a director or Key Managerial Personnel in connection with his or her duties to the Company or any of its subsidiaries or associates, including the reimbursement of reasonable business and travel expenses incurred in the ordinary course of business.

ii) Any transaction in which the Related Party’s interest arises solely from ownership of securities issued by the

5. Related Party Transactions not approved under this Policy

In the event the Company becomes aware of a Related Party Transaction with a Related Party that has not been approved under this Policy prior to its consummation, the matter shall be reviewed by the Audit Committee. The Audit Committee shall consider all of the relevant facts and circumstances regarding the Related Party Transaction,

Party Transaction. The Audit Committee shall also examine the facts and circumstances pertaining to the failure of reporting such Related Party Transaction to the Committee under this Policy, and shall take any such action it deems appropriate.

In any case, where the Audit Committee determines not to ratify a Related Party Transaction that has been commenced without approval, the Committee, as appropriate, may direct additional actions including, but not limited to, immediate discontinuation or rescission of the transaction. In connection with any review of a Related Party Transaction, the Committee has authority to modify or waive any procedural requirements of this Policy.

This Policy will be communicated to all operational employees and other concerned persons of the Company.



INDEPENDENT AUDITOR’S REPORTTO THE MEMBERS OF RELIGARE HOUSING DEVELOPMENT FINANCE CORPORATION LIMITED

Report on the Audit of the Ind AS Financial Statements

RELIGARE HOUSING DEVELOPMENT FINANCE CORPORATION LIMITED

information required by the Companies Act, 2013 in the manner so required and give a true and fair view in conformity

assets shall take place only if substantial risk and reward has been transferred. However, in the referred transaction of security receipts, the Company may remain exposed to substantial risk of return.

b) During the year, some of the lenders have increased interest rates mainly due to downgrade in External Credit rating (ECR) of the Company. The Company has protested for such increase in the interest rate and has not serviced increased interest rate. Further, Company has not made the provision of increased amount of Interest amounting

informed, company is in the process of getting approval from respective banks for restoring the original interest

Companies Act, 2013. Our responsibilities under those Standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that

opinion.

Information Other than the Ind AS Financial Statements and Auditor’s Report Thereon

The Company’s Board of Directors is responsible for the other information. Other information does not include the

conclusion thereon.

obtained in the audit or otherwise appears to be materially misstated.

If, based on the work we have performed on the other information obtained prior to the date of this auditor’s report, we conclude that there is a material misstatement of this other information, we are required to report that fact. Reporting under this section is not applicable as no other information is obtained at the date of this auditor’s report.

Responsibility of Management for Ind AS Financial Statements

The Company’s Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act, 2013

responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act



ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the

going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to

Auditor’s Responsibilities for the Audit of the Ind AS Financial Statements

misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if,

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional scepticism

appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

appropriate in the circumstances. Under section 143(3)(i) of the Companies Act, 2013, we are also responsible for

disclosures made by management.

doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we

disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

presentation.

We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of

audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.


a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.



b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.

Changes in Equity and the Cash Flow Statement dealt with by this Report are in agreement with the books of account.

the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

f) On the basis of the written representations received from the directors as on 31st March, 2019 taken on record

a director in terms of Section 164 (2) of the Act.

h) In our opinion, and to the best of our information and according to the information given to us, the remuneration paid by the company to its directors during the year is in accordance with the provisions of section 197 of the Act.

i) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to

Company did not have any derivative contracts as at 31st March 2019.

iii. there were no amounts which were required to be transferred, to the Investor Education and Protection Fund by the Company during the year ended 31st March 2019

For S.S. Kothari Mehta & Company Chartered Accountants

Naveen Aggarwal

th



ANNEXURE A” TO THE INDEPENDENT AUDITORS’ REPORT

The Annexure as referred in paragraph (1) ‘Report on Other Legal and Regulatory Requirements of our Independent Auditors’ Report to the members of RELIGARE HOUSING DEVELOPMENT FINANCE CORPORATION LIMITED on the

(i) (a) The Company has maintained proper records showing full particulars, including quantitative details other than

property plant and equipment.

(c) According to the information and explanations given to us and based on our examination of the records of the Company, the company does not own any immovable properties.

(ii) The Company does not hold any inventory, therefore this clause is not applicable to the Company. (iii) According to the information and explanations given to us and based on our examination of the records of the

provisions of clause 3 (iii) (a) to (c) of the Order are not applicable to the Company. (iv) According to the information and explanations given to us, the Company has not given any loan or guarantee or

(v) The company has not accepted any deposits from the public within the meaning of directives issued by the Reserve Bank of India and provisions of sections 73 to 76 or any other relevant provisions of the Companies Act, 2013 and the rules framed thereunder.

(vi) In our opinion and according to the information and explanations given to us, the requirement of maintenance of cost records pursuant to Companies (Cost Records and Audit) Rules, 2014 prescribed by the Central Government

(vii) (a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the Company is generally regular in depositing undisputed statutory dues in respect of provident fund, employees’ state insurance, professional tax, income tax, value added tax, Service tax, Goods and Services Tax, cess and other material statutory dues as applicable with the appropriate authorities and custom duty & excise duty is not applicable to the Company.

Further, there were no undisputed amounts outstanding at the year end for a period of more than six months from the date they became payable except professional tax of Rs. 7.95 lakhs and Labour Welfare Fund amount of Rs. 0.05 Lakhs.

(b) According to the information and explanations given to us and the records of the Company examined by us, there are no dues of income tax, value added tax, service tax, Goods and Services Tax, cess and other material statutory dues which have not been deposited on account of any dispute except for the following, and custom

Name of the Statute

Nature of Dues

Amount (Rs.)



Income Tax Act, 1961

Income Tax Demands

Delhi High Court

Income Tax Appellate Tribunal*

1,250,054 Income Tax Appellate Tribunal


10,326,430 Income Tax Appellate Tribunal**


Income Tax Appellate Tribunal

13,555,990 Commissioner of Income Tax (Appeals)

14,319,646 Commissioner of Income Tax (Appeals) *Order has been dismissed by ITAT and it is pending for further action. **Out of the above Rs. 5,000,000 has been paid under dispute by the Company



(viii) According to the records of the Company examined by us and the information and explanations given to us, in our

Company. Also refer para (b) of our main report above. Lender wise details #

Lender (Banks) Amount (Rs. in lakhs)

Bank of IndiaOriental Bank of CommerceState Bank of India 12.46UCO Bank 101.21Vijaya bank 7.93Total 224.88

#

liability on this account whereas respective banks have adjusted the above interest against regular repayments.

Lender Interest Default (Rs. In Lakhs)

Period of Default

State Bank of India 4.02 1 to 30 days

The Company does not have any debentures, loans or borrowings from the government(ix) According to the information and explanations given to us, the company has not raised moneys by way of initial

have been applied for the purpose for which they were obtained.(x) During the course of our examination of the books and records of the Company carried out in accordance with

the generally accepted auditing practices in India, we have neither come across any instance of fraud on or by the Company, noticed or reported during the year, nor have we been informed of such case by the Management

(xi) As per the information and explanation given to us and on the basis of our examination of the records, the company has paid/provided for managerial remuneration in accordance with the provision of Section 197 of the Company Act, 2013 read with schedule V to the Act

Accordingly, clause 3(xii) of the Order is not applicable.(xiii) According to the information and explanations given to us and based on our examination of the record of the

where applicable and details of such transactions have been disclosed in the Financial Statements as required by the applicable accounting standards.

(xiv) According to the information and explanations give to us and based on our examination of the records of the Company, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year. Accordingly, clause 3(xiv) of the Order is not applicable.

(xv) According to the information and explanations given to us and based on our examination of the records of the

Accordingly, clause 3(xv) of the Order is not applicable.

clause 3(xvi) of the Order is not applicable. For S.S. Kothari Mehta & Company Chartered Accountants

Naveen Aggarwal

th



“ANNEXURE B” TO THE INDEPENDENT AUDITOR’S REPORT OF EVEN DATE ON THE IND AS FINANCIAL STATEMENTS OF RELIGARE HOUSING DEVELOPMENT FINANCE CORPORATION LIMITED.

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”) as referred to in paragraph 2(f) of ‘Report on Other Legal and Regulatory Requirements’

RELIGARE HOUSING DEVELOPMENT FINANCE CORPORATION LIMITEDstatements of the Company for the year ended on that date. Management’s Responsibility for Internal Financial Controls

Institute of Chartered Accountants of India. These responsibilities include the design, implementation and maintenance

business, including adherence to company’s policies, the safeguarding of its assets, the prevention and detection of frauds

information, as required under the Companies Act, 2013. Auditors’ Responsibility

Auditing, prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal

based on the assessed risk. The procedures selected depend on the auditor’s judgement, including the assessment of the

Meaning of Internal Financial Controls over Financial Reporting

includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately

accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance

prevention or timely detection of unauthorised acquisition, use, or disposition of the company’s assets that could have a

Inherent Limitations of Internal Financial Controls over Financial Reporting

collusion or improper management override of controls, material misstatements due to error or fraud may occur and

of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Opinion

Reporting issued by the Institute of Chartered Accountants of India. For S.S. Kothari Mehta & Company Chartered Accountants

Naveen Aggarwal



BALANCE SHEET AS AT 31 MARCH 2019


As at 31 March 2019

As at 31 March 2018

As at 1 April 2017


Cash and cash equivalents 6 2,023.10 975.74 1,263.50 Bank Balance other than cash and cash equivalents 7 314.46 LoansInvestments 9 5,671.27 3,017.51 1,500.46 Other Financial assets 10 451.24 64.27

11 471.32 412.67 12 50.45 277.30 476.53

Property, Plant and Equipment 13 75.29 121.56 173.29 Intangible assets under development 2.10 2.61 2.61 Other Intangible assets 14 9.29 14.24 19.19

15 569.15 633.14 Total Assets 80,108.78 92,554.47 103,705.72 LIABILITIES AND EQUITYLIABILITIESFinancial LiabilitiesTrade Payables

(i) Total outstanding dues of micro enterprises and small enterprises(ii) Total outstanding dues of creditors other than micro enterprises and small enterprises

36.21 24.10 26.73

Debt Securities 16 2,000.00 Borrowings (Other than Debt Securities) 17

1,547.11 4,143.46 Non-Financial Liabilities

19 112.72 Provisions 20 93.03 60.54 62.63

21EQUITY

Share Capital 22Other Equity 23 15,691.13 14,723.73 13,636.95

Total Liabilities and Equity 80,108.78 92,554.47 103,705.72

The notes are an integral part of these Financial Statements

This is the Balance Sheet referred to in our report of even date For and on behalf of the Board of Directors

For S S Kothari Mehta & CompanyAshok Mehta Rashmi Saluja

Chartered Accountants Director Director (DIN-00199165) (DIN-01715298)

Naveen Aggarwal Kamal Kumar Kaushik Gourav Mardia

Sd/- Priyanka Dhawan Sanjay D Palve

th



STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31 MARCH 2019




Revenue from operationsInterest Income 24 11,922.33 Others 25 331.57 401.51 Total Revenue from operations (I) 12,253.90 14,506.69 Other Income (II) 26 755.49 Total Income (III)=(I+II) 13,009.39 14,687.12 ExpensesFinance Costs 27 6,912.24 7,991.47 Fees and commission expense 0.22

29 2,647.15 1,914.73 30 (51.44)31 52.22 71.12

Other expenses 32 2,064.14 Total Expenses (IV) 11,628.69 13,096.05

1,591.07 Exceptional items (VI)

1,591.07 Tax Expense: (VIII)(1) Current Tax 33 213.57 (2) MAT Credit (62.06)(3) Deferred Tax 199.22

1,002.34 1,103.19 Other Comprehensive Income

(specify items and amounts)23

(34.94) (16.41)

Subtotal (A) (34.94) (16.41)

items and amounts)Subtotal (B)Other Comprehensive Income (X)=(A + B) (34.94) (16.41)Total Comprehensive Income for the year (Comprising

year) (IX+X)

967.40 1,086.78

Earnings per equity share 45Basic (Rs.) 2.42 2.72 Diluted (Rs.) 2.42 2.72






th



STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 31 MARCH 2019

Particulars Year ended 31 March 2019


Cash Flow From Operating Activities: 1,591.07

52.22 71.12 (34.94) (16.41)

Realised gain on investment held for tradingInterest Income on Fixed Deposits (19.49) (21.12)

0.60

(2.45) 795.34 1,513.36

Gain on fair valuation of mutual fund (34.46) (17.05)Unrealised Interest income on security deposit (3.52)Interest income on account of processing fees amortisation (360.53)

(51.44)Income on Excess Interest Spread

1,080.05 2,869.02 Adjustments for changes in Working Capital :(Increase) / Decrease in Loans (Financial Assets)(Increase) / Decrease in Other Financial Assets 345.43 (276.79)Increase / (Decrease) in Trade Payables 12.11 (2.63)Increase / (Decrease) in Other Financial Liabilities 563.92

(5.56)Cash Generated From / (Used in) from Operations 17,482.52 10,847.44

(209.15)Net Cash Generated From / (Used) in Operating Activities 17,273.37 10,032.78 Cash Flow From Investing Activities:Purchase of Property, Plant and Equipment and Intangible assets (13.76)Proceeds from sale of Fixed AssetsPurchase of investment (75,500.00)Proceeds from sale of investmentInvestment in Fixed Deposits 130.06 (13.60)Interest received on investment measured at amortised cost, FVOCI, debt securities and deposits with bank

22.54 24.97

Net Cash Generated From/ (Used in) Investing Activities (2,213.21) (1,365.80)Cash Flow From Financing Activities:Debt securities repaid (2,000.00)Borrowings other than debt securities issued 1,013.51 Borrowings other than debt securities repaidNet Cash Generated from / (Used in) Financing Activities (14,012.80) (8,954.75)

1,047.36 Cash and Cash Equivalents at the Beginning of the Year 975.74 1,263.50 Cash and Cash Equivalents at the end of the Year 2,023.10 975.73 Cash and Cash Equivalents at the end of the Year comprises of As at

31 March 2019 As at

31 March 2018 Cash in hand 0.03 0.06 Balances with Banks in Current Accounts 2,023.07 TOTAL 2,023.10 975.74



Notes:

2. Figures in bracket indicate cash outgo/income.

the year.


This is the Cash Flow Statement referred to in our report of even date For and on behalf of the Board of Directors





th



STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 MARCH 2019

Equity Share CapitalParticulars As at

31 March 2019As at

31 March 2018As at

1 April 2017No. of shares

Amount No. of shares

Amount No. of shares

Amount

Equity shares of 10 each issued, subscribed and fully paidOpening

Closing 39,998,000 3,999.80 39,998,000 3,999.80 39,998,000 3,999.80

Other Equity - For the year ended 31 March 2019Particulars Reserves and Surplus Other Items

of Other Comprehensive

Income

Total

Statutory Reserves

Securities Premium

Retained Earnings

Balance at 01 April 2018 2,455.64 6,491.99 (32.49) 14,723.73 Transfer to Statutory ReserveTransfer from Retained EarningsTotal Comprehensive Income for the year 1,002.34 (34.94) 967.40 Balance at 31 March 2019 2,649.12 5,808.60 7,300.85 (67.43) 15,691.13

Other Equity - For the year ended 31 March 2018Particulars Reserves and Surplus Other Items

of Other Comprehensive

Income

Total

Statutory Reserves

Securities Premium

Retained Earnings

Balance at 01 April 2017 2,292.61 13,636.95 Transfer to Statutory Reserve (163.03) (163.03)Transfer from Retained Earnings 163.03 163.03 Total Comprehensive Income for the year 1,103.19 (16.41)Balance at 31 March 2018 2,455.64 5,808.60 6,491.99 (32.49) 14,723.73

This is the Changes in Equity referred to in our report of even date For and on behalf of the Board of Directors





th


ACCOUNTING POLICIES FOR THE YEAR ENDED 31 MARCH 2019




on June 30, 1993 as Maharishi Housing Development Finance Corporation Limited. On September 7, 2010 the name

of the directors on May 20, 2019.

2 Basis of Preparation and Statement of Compliance

Basis of Preparation

when otherwise indicated.

Statement of Compliance

Companies Act, 2013 and the other relevant provisions of the Act.

The Company presents its balance sheet in order of liquidity. An analysis regarding recovery or settlement within 12 months after the reporting date (current) and more than 12 months after the reporting date (non–current).

recognised amounts without being contingent on a future event, the parties also intend to settle on a net


instruments designated at FVTPL. The EIR is the rate that exactly discounts estimated future cash

The EIR (and therefore, the amortised cost of the asset) is calculated by taking into account any discount or premium on acquisition, fees and costs that are an integral part of the EIR. The company recognises interest income using a rate of return that represents the best estimate of a constant rate





interest rates charged at various stages, and other characteristics of the product life cycle (including prepayments, penalty interest and charges).

credit risk, the adjustment is booked as a positive or negative adjustment to the carrying amount of the asset in the balance sheet with an increase or reduction in interest income. The adjustment is




Financial assets and liabilities, with the exception of loans, debt securities, deposits and borrowings are initially recognised on the trade date, i.e. the date that the company becomes a party to the contractual

that require delivery of assets within the time frame generally established by regulation or convention in the market place. Loans are recognised when funds are transferred to the customers’ account. The Company recognises debt securities, deposits and borrowings when funds reach the Company.

and the business model for managing the instruments. Financial instruments are initially measured

transaction costs are added to, or subtracted from, this amount. Trade receivables are measured at

Amortised cost,

Fair value through Other Comprehensive Income(FVOCI)


payments of principal and interest (SPPI) on the principal amount outstanding.

The details of these conditions are outlined below.


assets to achieve its business objective.





model are evaluated and reported.

held within that business model) and, in particular, the way those risks are managed The business model assessment is based on reasonably expected scenarios without taking ‘worst

3.3.1.2 The solely payments of principal and interest (SPPI) test

asset to identify whether they meet the SPPI test.

with a basic lending arrangement i.e. interest includes only consideration for the time value of

arrangement. Where the contractual terms introduce exposure to risk or volatility that are inconsistent

at fair value. Changes in fair value are recognised in net gain on fair value changes. Interest and dividend income or expense is recorded in net gain on fair value changes according to the terms of the contract, or when the right to payment has been established


FVOCI debt instruments are subsequently measured at fair value with gains and losses arising due to changes in fair value recognised in OCI. Interest income and foreign exchange gains and losses

cost. Where the Company holds more than one investment in the same security, they are deemed to


the Company’s management has elected to classify irrevocably some of its equity investments as equity


After initial measurement, debt issued and other borrowed funds are subsequently measured at amortised





cost. Amortised cost is calculated by taking into account any discount or premium on issue funds, and costs that are an integral part of the EIR.

either designated by management upon initial recognition or are mandatorily required to be measured at fair value under Ind AS 109. Management only designates an instrument at FVTPL upon initial recognition

or

a fair value basis, in accordance with a documented risk management or investment strategy or

prohibited.

designated at FVTPL due to changes in the Company’s own credit risk. Such changes in fair value are

EIR, taking into account any discount/ premium and qualifying transaction costs being an integral part of instrument. Interest earned on assets mandatorily required to be measured at FVTPL is recorded using contractual interest rate.

exceptional circumstances in which the Company acquires, disposes of, or terminates a business line.

recognised as a derecognition gain or loss, to the extent that an impairment loss has not already

purposes.

When assessing whether or not to derecognise a loan to a customer, amongst others, the Company

been recorded.






derecognition.

asset or

(i) The Company has no obligation to pay amounts to the eventual recipients unless it has

right to full recovery of the amount lent plus accrued interest at market rates

(ii) The Company cannot sell or pledge the original asset other than as security to the eventual recipients

investments in cash or cash equivalents including interest earned, during the period between the collection date and the date of required remittance to the eventual recipients.

(i) The Company has transferred substantially all the risks and rewards of the asset or

(ii) The Company has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset

The Company considers control to be transferred if and only if, the transferee has the practical ability to sell the asset in its entirety to an unrelated third party and is able to exercise that ability unilaterally and without imposing additional restrictions on the transfer.

When the Company has neither transferred nor retained substantially all the risks and rewards and has retained control of the asset, the asset continues to be recognised only to the extent of the Company’s continuing involvement, in which case, the Company also recognises an associated liability. The transferred asset and the associated liability are measured on a basis


or loss.


109.

The ECL allowance is based on the credit losses expected to arise over the life of the asset (the lifetime

origination, in which case, the allowance is based on the 12 months’ expected credit loss (12mECL).





months from the reporting date.

Lifetime ECL are the expected credit losses resulting from all possible default events over the expected

Both LTECL and 12mECL are calculated on collective basis, depending on the management’s perceived

The Company has established a policy to perform an assessment, at the end of each reporting period,

due (DPD) is considered to be applicable for all the facilities of that borrower.

Based on the above process, the Company categorises its loans into Stage 1, Stage 2, Stage 3, as

Stage 1:

Stage 2:

Stage 3:Company records an allowance for the LTECLs.


The Company calculates ECL based on total loans receivable (including accrued interest) which are divided into segments based upon the industry in which the customer is operating.

repayments of principal and interest, whether scheduled by contract or otherwise and accrued interest from missed repayments. The EAD is sum total of outstanding principal and accrued interest, if any, on the reporting date.

lender would expect to receive, including from the realisation of any collateral. It is usually expressed as a percentage of the EAD.

instrument unless the Company has the legal right to call it earlier.

Stage 1:

probabilities are applied to EAD and multiplied by the expected LGD and discounted by an approximation to the ROI as at reporting date.

Stage 2: records an allowance for the LTECL. The mechanism is similar to that explained above, but PD and LGD are estimated over the lifetime of the instrument. The expected cash shortfalls are discounted by an approximation to the ROI as at reporting date.





Stage 3:losses for these loans. The method is similar to that for Stage 2.


The ECLs for debt instruments measured at FVOCI do not reduce the carrying amount of these

allowance that would arise if the assets were measured at amortised cost is recognised in OCI as an

recognition in the loss allowance.


credit risk. Rather, it recognises impairment loss allowance based on lifetime ECLs at each reporting date, right from its initial recognition.


In its ECL models, the Company relies on a broad range of forward looking information as economic

The inputs and models used for calculating ECLs may not always capture all characteristics of the



Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on

In the principal market for the asset or liability, or

In the absence of a principal market, in the most advantageous market for the asset or liability. The principal or the most advantageous market must be accessible by the Company. The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their economic best interest.





that would use the asset in its highest and best use.

data are available to measure fair value, maximising the use of relevant observable inputs and minimising the use of unobservable inputs.

prices from active markets for identical assets or liabilities that the Company has access to at the

activities with regards to the volume and liquidity of the identical assets or liabilities and when there are binding and exercisable price quotes available on the balance sheet date.

are derived from directly or indirectly observable market data available over the entire period of the instrument’s life. Such inputs include quoted prices for similar assets or liabilities in active markets, quoted prices for identical instruments in inactive markets and observable inputs other than quoted prices such as interest rates and yield curves, implied volatilities, and credit spreads. In addition, adjustments may be required for the condition or location of the asset or the extent to which it relates to items that are comparable to the valued instrument. However, if such adjustments are based on

instruments as Level 3.

to the measurement as whole.

each reporting period.

The Company periodically reviews its valuation techniques including the adopted methodologies and model calibrations. However, the base models may not fully capture all factors relevant to the valuation

(FVA). Therefore, the Company applies various techniques to estimate the credit risk associated with its

the expected net exposure per counterparty over the full lifetime of the individual assets, in order

The Company estimates the value of its own credit from market observable data, such as secondary prices for its traded debt and the credit spread on credit default swaps and traded debts on itself.




Transactions in foreign currencies are initially recorded in the functional currency at the spot rate of exchange ruling at the date of the transaction. However, for practical reasons, the Company uses an average rate if the average approximates the actual rate at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated into the

the spot exchange rates as at the date of recognition.





3.11 Leasing

The determination of whether an arrangement is a lease, or contains a lease, is based on the substance of

3.11.1 Company as a lessee

of the leased items are operating leases. Operating lease payments are recognised as an expense in the

Contingent rental payable is recognised as an expense in the period in which it is incurred.


The Company takes certain tangible assets on lease terms and such leases where the Company has

capitalised at the inception of the lease at the lower of the fair value of the leased assets and the present value of the minimum lease payments.


Revenue (other than for those items to which Ind AS 109 Financial Instruments are applicable) is measured at fair value of the consideration received or receivable.

3.12.1 Other income

of Investment is computed based on weighted average basis.

3.12.2 Net gain/loss on Fair value changes

or loss, held by the Company on the balance sheet date is recognised as an unrealised gain / loss. In cases there is a net gain in the aggregate, the same is recognised as income and if there is a net loss the same is disclosed as expenses.


value.


Property plant and equipment is stated at cost excluding the costs of day–to–day servicing, less accumulated depreciation and accumulated impairment in value. Changes in the expected useful life are accounted for by changing the amortisation period or methodology, as appropriate, and treated as changes in accounting estimates.





Depreciation is calculated using the straight–line method to write down the cost of property and equipment to their residual values over their estimated useful lives. Land is not depreciated. The estimated useful lives


Useful life of Asset (In Years) as adopted

5 Year 5 Year

6 Year 6 Year

Laptop, Desktop, etc. 3 Year

Electrical Installation & Equipments 10 Year

Furniture & Fixtures 10 Year 10 Year

Immovable assets at the leased premises including civil works, electrical items are capitalised as leasehold improvements and are amortised over the primary period of lease subject to maximum of 6 years.

The residual values, useful lives and methods of depreciation of property, plant and equipment are reviewed

net disposal proceeds and the carrying amount of the asset) is recognised in other income / expense in the

development as at the balance sheet date. Advances paid towards the acquisition of property, plant and

assets.


recorded at cost and carried at cost less accumulated depreciation and accumulated Impairment losses, if any.

Intangible assets are amortised on a straight line basis over their estimated useful lives. If the expected

accordingly.

between the net disposal proceeds and the carrying amount of the asset and recognised as income or

and is being amortised over the estimated useful life. The estimated useful lives of intangible assets are 5 years.

/ under development as at the balance sheet date. Advances paid towards the acquisition of property,

noncurrent assets.

The Company assesses, at each reporting date, whether there is an indication that an asset may be impaired. If any indication exists, or when annual impairment testing for an asset is required, the Company estimates the asset’s recoverable amount. An asset’s recoverable amount is the higher of an asset’s fair value less costs of disposal and its value in use.





3.17 Repossessed Assets held for sale

Assets acquired in satisfaction of debts are disclosed in the balance sheet at outstanding principal loan amount or market value (as per valuation reports) whichever is lower. In case the market value of assets

a nominal value.

The outstanding overdue interest, other charges and interest from the date of settlement till the disposal of

in either of these categories such as interest or other charges etc. are booked under the respective heads

than the loan amount (including outstanding overdue interest, other charges and interest from the date of settlement till the disposal of such assets), then the Company refunds the excess amount to the customers, unless agreed otherwise at the time of acquiring assets in satisfaction of debts with the customers.

renders the related service.

no obligation, other than the contribution payable to the provident fund. The Company recognises contribution payable to the provident fund scheme as an expense, when an employee renders the related service. If the contribution payable to the scheme for service received before the balance

a liability after deducting the contribution already paid. If the contribution already paid exceeds the contribution due for services received before the balance sheet date, then excess is recognised as an asset.

made to a separately administered fund.

credit method.

immediately in the balance sheet with a corresponding debit or credit to retained earnings through

subsequent periods.

The date of the plan amendment or curtailment, and The date that the Company recognises related restructuring costs





3.19 Provisions

Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of

of the time value of money is material, the Company determines the level of provision by discounting the

3.20 Taxes

3.20.1 Current tax

Current tax assets and liabilities for the current and prior years are measured at the amount expected to be recovered from or paid/payable to the taxation authorities. The tax rates and tax laws used to compute amount are those that are enacted, or substantively enacted, by the reporting date.

or loss (either in other comprehensive income or in equity). Current tax items are recognised in correlation to the underlying transaction either in OCI or directly in equity. Management periodically evaluates positions taken in the tax returns with respect to situations in which applicable tax regulations are subject to interpretation and establishes provisions where appropriate.

3.20.2 Deferred tax

Where the deferred tax liability/assets arises from the initial recognition of an asset or liability

unused tax credits and any unused tax losses. Deferred tax assets are recognised to the extent that

initial recognition of an asset or liability in a transaction that is not a business combination and,

associates and interests in joint ventures, deferred tax assets are recognised only to the extent

The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the

reporting date and are recognised to the extent that it has become probable that future taxable

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the reporting date.

(either in other comprehensive income or in equity). Deferred tax items are recognised in correlation to the underlying transaction either in OCI or directly in equity.

entity and the same taxation authority.





recognition at that date, are recognised subsequently if new information about facts and circumstances

related to that acquisition if they result from new information obtained about facts and circumstances existing at the acquisition date.


Minimum Alternate Tax (MAT) credit is recognised as an asset only when and to the extent there is convincing

at each Balance Sheet date and the carrying amount of the MAT credit asset is written down to the extent


when the distribution is authorised and the distribution is no longer at the discretion of the Company.

measurement recognised directly in equity.

3.22 Non-current assets held for sale

will be recovered principally through a sale/ distribution rather than through continuing use. Actions

sale/ distribution will be made or that the decision to sell/ distribute will be withdrawn. Management must

regarded met only when the assets is available for immediate sale/ distribution in its present condition, subject only to terms that are usual and customary for sales/ distribution of such assets , its sale/ distribution

The appropriate level of management is committed to a plan to sell the asset,

An active programme to locate a buyer and complete the plan has been initiated (if applicable),

The asset is being actively marketed for sale at a price that is reasonable in relation to its current fair value,

The sale is expected to qualify for recognition as a completed sale within one year from the date of

changes to the plan will be made or that the plan will be withdrawn.

distribution are presented separately in the balance sheet.

are not depreciated or amortised.


interest expense for such debentures is accrued at the cap rate over the tenure of the instrument.

options. These options are valued at mark to market and loss on such valuation is charged to the Statement





3.24 Earning Per Share The Company reports basic and diluted earnings per share in accordance with Ind AS 33 on Earnings per

(after deducting preference dividend and attributable taxes) by the weighted average number of equity shares outstanding during the year.

equity shareholders and the weighted average number of shares outstanding during the year are adjusted

as of the beginning of the period, unless they have been issued at a later date. In computing the dilutive earnings per share, only potential equity shares that are dilutive and that either reduces the earnings per share or increases loss per share are included.

3.25 Segment Reporting The Company is engaged in the business of providing loan for purchase , Construction , repair and renovation

one ‘business segment’ and ‘geographical segment’ the segment information is not provided.

accompanying disclosure and the disclosure of contingent liabilities, at the end of the reporting period. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised

based on the management’s best knowledge of current events and actions, uncertainty about these assumptions and estimates could result in the outcomes requiring a material adjustment to the carrying amounts of assets or liabilities in future periods.


all relevant evidence including how the performance of the assets is evaluated and their performance

measured at amortised cost or fair value through other comprehensive income that are derecognised prior to their maturity to understand the reason for their disposal and whether the reasons are consistent with the objective of the business for which the asset was held. Monitoring is part of the company’s continuous

be appropriate and if it is not appropriate whether there has been a change in business model and so a

Estimates and assumptions The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting

circumstances and assumptions about future developments, however, may change due to market changes

assumptions when they occur.

a liability in an orderly transaction in the principal (or most advantageous) market at the measurement date under current market conditions (i.e., an exit price) regardless of whether that price is directly observable or

recorded in the balance sheet cannot be derived from active markets, they are determined using a variety of valuation techniques that include the use of valuation models. The inputs to these models are taken from observable markets where possible, but where this is not feasible, estimation is required in establishing fair values. Judgments and estimates include considerations of liquidity and model inputs related to items such as credit risk (both own and counterparty), funding value adjustments, correlation and volatility.





The company’s EIR methodology, recognises interest income / expense using a rate of return that represents the best estimate of a constant rate of return over the expected behavioural life of loans

other characteristics of the product life cycle (including prepayments and penalty interest and charges).

of the instruments.

The company’s ECL calculations are outputs of complex models with a number of underlying assumptions regarding the choice of variable inputs and their interdependencies. Elements of the ECL models that are

Development of ECL models, including the various formulas and the choice of inputs

Determination of associations between macroeconomic scenarios and, economic inputs, such as

economic inputs into the ECL models.

It has been the company’s policy to regularly review its models in the context of actual loss experience and adjust when necessary.


The company operates in a regulatory and legal environment that, by nature, has a heightened element of litigation risk inherent to its operations. As a result, it is involved in various litigation, arbitration and regulatory investigations and proceedings in the ordinary course of the company’s business.

contingent liability is disclosed.

Given the subjectivity and uncertainty of determining the probability and amount of losses, the company takes into account a number of factors including legal advice, the stage of the matter and historical evidence

issued an Exposure Draft (ED) of Ind AS 116, Leases. Ind AS 116 is expected to replace Ind AS 17 from its proposed

The ED sets out the principles for the recognition, measurement, presentation and disclosure of leases. Ind AS 116 sets out the principles for the recognition, measurement, presentation and disclosure of leases and requires lessees

of a lease, a lessee will recognise a liability to make lease payments (i.e., the lease liability) and an asset representing

asset.





6 Cash and cash equivalents


As at 31 March 2018

As at 1 April 2017

Cash in hand 0.03 0.06 0.00

Balances with banks

On current accounts 2,023.07 1,262.71

Stamp Papers in hand 0.79

Total cash and cash equivalents 2,023.10 975.74 1,263.50



As at 31 March 2018

As at 1 April 2017

Fixed Deposit Account (refer note 7.1) 314.46

Total 198.00 328.06 314.46




As at 1 April 2017

Fixed Deposits balance with Banks

Upto 12 months maturity from the date of Acquisition (More than 3 Months)

116.46

Maturity more than 12 months but within one year from the Reporting Date

Total (A) Shown as Bank Balance other than cash and cash equivalents

198.00 328.06 314.46

Maturity more than 12 months from the date of acquisition but after 12 months from Reporting date

0.26

Total (B) Shown as Other Financial assets - - 0.26

Total (A+B) 198.00 328.06 314.72

7.2

7.3





8 Loans



As at 1 April 2017


Term Loans:

Housing Loans

53,553.76 67,566.74

1,376.67 2,234.10

665.52 242.72

60.73 23.21

Non-Housing Loans

17,473.47 17,692.91

497.49 233.31

21.13

Total - Gross 72,468.02 88,366.31 100,922.26


Housing Loans

791.54 927.42

567.77 341.01

303.59

60.73 23.21

Non-Housing Loans

271.42 244.61 245.14

16.20 133.30

29.57

Total - Net 70,587.57 86,434.43 99,258.27

Secured by tangible assets 100,922.26

1,663.99

Total Net 70,587.57 86,434.43 99,258.27

(i) Public Limited 29.05 40.72 1,197.03

(ii) Private Limited 2,434.05

(iii) Proprietorship 2,774.12

(iv) Trust/Society

(v) Partnership 1,464.25

(vi) Individual 67,454.45

(vii) Others

Total Gross 72,468.02 88,366.31 100,922.26

1,663.99

Total Net 70,587.57 86,434.43 99,258.27





Notes:

(iii) Even though a portion of interest/instalment is overdue exceeding 90 days as per the prudential norms, the entire

March 2019 the company has not granted any loan against gold/Jewellery.

loan.





8.1

Hou

sing

Loa

ns8.

1.1

Cred

it Q

ualit

y of

Ass

ets

Inte

rnal

Rat

ing G

rade

31

Mar

ch 20

1931

Mar

ch 20

181 A

pril

2017

Stag

e 1St

age 2

Stag

e 3To

tal

Stag

e 1St

age 2

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tal

Stag

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Perfo

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9,079

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stan

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1,89

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66

5.52

57

3.38

57

3.38

24

2.72

24

2.72

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60.7

3 60

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- -

23.2

1 23

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l 49

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3.82

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92

55,6

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8 64

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5,46

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57

82,9

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1

8.1.

2 An

ana

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the g

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ount

and

the c

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s in

rela

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, as f

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As a

t 31 M

arch

2019

A

s at 3

1 Mar

ch 20

18

Stag

e 1St

age 2

Stag

e 3To

tal

Stag

e 1St

age 2

Stag

e 3To

tal

Gros

s car

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g am

ount

ope

ning

bala

nce

64,0

50.5

1 3

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23

70,3

74.2

2 7

5,359

.57

5,46

0.17

2

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57

0.0

2 7

2.21

(20,9

42.9

4) (2

2,649

.40)

(1,15

9.43

) (6

34.9

7)

Tran

sfers

to St

age 1

(234

.09)

(1,63

5.03

) (9

3.13

)

Tran

sfers

to St

age 2

(3,36

1.34

) 3

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65

(70.

31)

(2,09

4.02

) 2

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33

Tran

sfers

to St

age 3

(1,06

2.99

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74.9

3) 1

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92

(1,40

5.14

) 2

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11

(143

.13)

(372

.42)

(673

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(76.

24)

(571

.61)

Gros

s car

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ount

Clo

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ce 49

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4,47

3.82

2,

102.

92

55,6

56.6

8 64

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3,51

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807.

48

70,3

74.2

2





8.1.

3 Re

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in re

latio

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Hou

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ven

belo

w:

Part

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rs

As a

t 31 M

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A

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1 Mar

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18

Stag

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age 2

Stag

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tal

Stag

e 1St

age 2

Stag

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tal

791

.54

754

.34

929

.69

445

.17

556

.64

556

.06

556

.06

(57.

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(195

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Tran

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to St

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Tran

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Tran

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(454

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(454

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Pro

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79

1.54

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1,54

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8.2

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ass

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Th

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belo

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how

s th

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axim

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inte

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Inte

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Rat

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31

Mar

ch 20

1931

Mar

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181 A

pril

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Stag

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17,6

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Non-

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497

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497

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233

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233

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21.

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Tota

l 15

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1,21

7.02

22

4.84

16

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16,5

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3.36

51

8.62

17

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17,0

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4.61

25

2.04

17

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8.2.

2 An

ana

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, as f

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Part

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As a

t 31 M

arch

2019

A

s at 3

1 Mar

ch 20

18

Stag

e 1St

age 2

Stag

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tal

Stag

e 1St

age 2

Stag

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tal

Gros

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ount

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ning

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16,5

70.1

1 9

03.3

6 1

7,992

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664

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252

.04

17,9

44.9

5

3,50

9.23

3

3.36

3

,542.

59

4,77

5.06

3

7.99

(3,99

2.69

) (3

31.9

0) (4

,603.

67)

(4,43

6.12

) (9

9.03

) (4

,733.

22)

Tran

sfers

to St

age 1

326

.71

(262

.43)

149

.75

(132

.60)

(17.

15)

Tran

sfers

to St

age 2

(954

.61)

967

.47

Tran

sfers

to St

age 3

(53.

11)

(61.

96)

115

.07

(260

.63)

(257

.10)

517

.73

(36.

16)

(52.

63)

(119

.67)

(0.3

5) (3

2.69

)

Gros

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g am

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Clo

sing b

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ce 15

,369

.48

1,21

7.02

22

4.84

16

,811

.34

16,5

70.1

1 90

3.36

51

8.62

17

,992

.09

8.2.

3 Re

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of P

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in re

latio

n to

Non

-Hou

sing l

oans

is gi

ven

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w:

Part

icula

rs

As a

t 31 M

arch

2019

A

s at 3

1 Mar

ch 20

18

Stag

e 1St

age 2

Stag

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Stag

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Stag

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244

.61

141

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46.

26

24.

54

51.

35

1.7

4 1

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"Ass

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Tran

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386.

00





9 Investments


As at 31 March 2018

As at 1 April 2017

Mutual funds 3,734.46 3,017.51 1,500.46

RARC 059 (RHDFC HL) TRUST

Total - Gross 5,671.27 3,017.51 1,500.46

(i) Investments outside India

(ii) Investments in India 5,671.27 3,017.51 1,500.46

Total - Gross 5,671.27 3,017.51 1,500.46

-

Total 5,671.27 3,017.51 1,500.46

10 Other Financial assets


As at 31 March 2018

As at 1 April 2017

Security Deposits 36.15 32.57 27.93

Fixed deposit accounts with maturity for more than 12 months (refer note 7.1)

0.26

Interest accrued on Fixed Deposits 2.37 5.42 9.27

Excess Interest Spread 393.22

vendor 17.14 36.61 7.44

Other Receivables includes receivable on Assign cases 2.36 14.30 19.37

Total 451.24 88.90 64.27

11 Current Tax assets


As at 31 March 2018

As at 1 April 2017

Advance payment of Taxes and Tax Deducted at Source (net of 471.32 412.67

Total 471.32 412.67 -





12 Deferred tax Assets (Net) (A)


As at 31 March 2018

As at 1 April 2017

Deferred Tax Assets

On doubtful debts 523.14

10.90 12.74

On Unabsorbed depreciation 2.40

On loan processing charges (reduction of asset) 313.25 410.99 675.34

On notional losses on Security Deposit 0.50

0.41

On depreciation 5.71

Total- Deferred Tax Assets(A) 856.86 1,060.63 1,266.35

Deferred Tax Liability

On depreciation - 7.90 11.30

On special Reserves 775.43

On gain on fair valuation of MF 9.59

On excess interest spread 109.39

Total Deferred Tax Liability (B) 806.41 783.33 789.82

(B) Recognition of deferred tax asset to the extent of deferred tax liability


As at 31 March 2018

As at 1 April 2017

Balance sheet

Deferred Tax Asset (A) 1,060.63 1,266.35

Deferred Tax Liability (B)

Deferred tax assets/ (liability),(Net)(A-B) 50.45 277.30 476.53





13

Prop

erty

, pla

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nd e

quip

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s G

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ount

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ition

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31

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of P

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14

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14.2

The

Com

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doe

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ally

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ible

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14.3

As

at A

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1, 2

017

the

Com

pany

has

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cted

to m

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lock





15 Other Non Financial Assets


As at 31 March 2018

As at 1 April 2017

Balance with government authorities(GST) 59.56 17.69

Prepaid expenses 120.76

Assets acquired in satisfaction of Debt(refer note 39) 674.50

Total 569.15 881.45 633.14

16 Debt Securities


As at 31 March 2018

As at 1 April 2017

Debt Securities measured at Amortised Cost

2,000.00

Total - - 2,000.00

Debt securities in India 2,000.00

Debt securities outside India

Total - - 2,000.00

16.1 Schedule of Debentures


As at 31 March 2018

As at 1 April 2017

Secured

Privately placed 2,000.00

Grand Total - - 2,000.00

16.2 Secured Debentures

1, 2017 which were secured by First Pari Passu charge over standard business receivables of the Company

the Company shall maintain the minimum asset cover of 1.10 times at all times during the currency of the Debentures in descending order of maturity or conversion, starting from earliest redemption or conversion date.

Series & Option, Coupon /Yield Rate (%) p.a.,Put / Call Option

Date of Allotment - Redemption Due

On

As at 31 March 2019

As at 31 March 2018

As at 1 April 2017

30 March 2015 / 450.00

30 March 2015 / 1,550.00

16.2.2 In terms of the provisions of Section 71 of the Companies Act, 2013 read with Companies (Share Capital and Debentures) Rules, 2014 dated March 31, 2014 as amended by Companies (Share Capital and Debentures)

(DRR) in case of privately placed debentures. As the debentures issued by the Company are through private placement, no DRR has been created.





16.2.3


As at 31 March 2018

As at 1 April 2017

(Amount in INR lacs)/Buy Back

Month

(Amount in INR lacs)/Buy Back

Month

(Amount in INR lacs)/Buy Back Month

Series 1 Option B

Series 1 Option B

Series 1 Option A



As at 31 March 2018

As at 1 April 2017

Borrowings measured at Amortised CostSecured(i) from banks (refer note 17.1)(ii) from other parties

Finance lease obligations(refer note 17.2 and 36.2 )Unsecured(i)from banks (ii)from other partiesTotal 58,671.42 72,684.22 79,638.97 Borrowings in IndiaBorrowings outside IndiaTotal 58,671.42 72,684.22 79,638.97

17.1 Term Loans from Banks

Repayment Term Sanctioned Tenor As at 31 March 2019

As at 31 March 2018

As at 1 April 2017

Annually Over 60 Months 37,779.44 44,379.96

37 to 60 Months 2,499.02

Semi Annually Over 60 Months 7,047.60

Quarterly Over 60 Months 9,374.96

37 to 60 Months 7,916.67 9,750.00

Monthly Over 60 Months 9.26 19.44 16.13

Total 58,663.28 72,684.22 79,638.97

future business receivables of the Company and current assets in the form of cash and cash equivalents of the Company.

Loans availed by the Company from Banks are at the rate of respective Bank’s Base Rate/MCLR Plus a margin up to 3.55

17.2 Finance lease obligations

All the above loans as on 31 March 2019 are secured by hypothecation of the vehicles.





18 Other Financial liabilities


As at 31 March 2018

As at 1 April 2017

Expenses payable 617.67

Security Deposit Received 6.10

105.30

475.00

Book Overdraft 17.19 100.43

Other Liabilities includes excess money from customers 393.63 717.59

Interest accrued but not due 453.90

Total 1,547.11 983.18 4,143.46

19 Current tax liabilities (net)


As at 31 March 2018

As at 1 April 2017

Provision for Taxes [net of advance payment of Tax and Tax deducted at source Rs. Nil (31 March 2018: INR Nil, 1 April 2017 INR 4754.45 Lacs)]

112.72

Total - - 112.72

20 Provisions


As at 31 March 2018

As at 1 April 2017

Provision for gratuity 43.23 27.56

Provision for leave encashment

Total 93.03 60.54 62.63



As at 31 March 2018

As at 1 April 2017

Statutory dues payable 59.15 55.16

Lease equalisation Reserve 1.27 0.51

Stale Cheques 21.97 34.90

Others 0.50 0.50 0.50

Total 70.08 78.90 84.46





22 Equity share capital


As at 31 March 2018

As at 1 April 2017

Authorized

4,000.00 4,000.00 4,000.00

Total 4,000.00 4,000.00 4,000.00

Issued, subscribed and paid up

Total 3,999.80 3,999.80 3,999.80

(a) Reconciliation of number and amount of Shares

Particulars


Number of Shares



(Amount)

Balance as at the beginning of the year

Balance as at the end of the year 39998000 3,999.80 39998000 3,999.80 39998000 3,999.80

22.2 Terms/ rights attached to equity shares

entitled to one vote per share. The company declares and pays dividends in Indian rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting except in case of interim dividend, if any declared by the Board of Directors.

In the event of liquidation of the company, the holders of equity shares will be entitled to receive remaining assets of the company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

22.3 Shares held by holding CompanyParticulars As at

31 March 2019As at

31 March 2018As at

1 April 2017Religare Finvest Limited, the holding Company and its nominees

equity shares

22.4 Details of shares held by shareholders holding more than 5% of the aggregate shares in the CompanyName of the shareholder


Number of shares

% of holding

in the class

Number of shares

% of holding in

the class

Number of shares

% of holding

in the class

Religare Finvest Limited (Holding Company) and its nominees

Maharishi Housing Development Trust 4,963,160 4,963,160 4,963,160

22.5

22.6balance sheet date.





22.7 There are no securities that are convertible into equity/ preference shares.

22.8 There are no call unpaid


31 March 2019 As at

31 March 2018 As at

1 April 2017

Securities premium

Opening balance

Closing balance 5,808.60 5,808.60 5,808.60

Statutory Reserve

Opening balance 2,455.64 2,292.61 2,292.61

163.03

Closing balance 2,649.12 2,455.64 2,292.61

Opening balance

1,002.34 1,103.19

163.03

Closing balance 7,300.84 6,491.98 5,551.82

IncomeOpening balance (32.49)

(34.94) (16.41)

Closing balance (67.43) (32.49) (16.08)Total other equity 15,691.13 14,723.73 13,636.95



The amount received in excess of face value of the equity shares is recognised in Securities Premium . The reserve can be utilised only for limited purposes such as issuance of bonus shares in accordance with the provisions of the Companies Act, 2013.


Under the erstwhile Companies Act 1956, general reserve was created through an annual transfer of net income at a

requirements of Companies Act, 2013.

Statutory reserve:

Retained earnings:

redemption reserve, general reserve, dividends distributions paid to shareholders and transfer from debenture redemption reserve.





24 Interest Income

Particulars Year ended31 March 2019

Year ended31 March 2018

On Financial Assets Measured at Amortised cost 11,922.33

Total 11,922.33 14,105.18




Foreclosure Charges 145.45 249.97

Penal Interest income 57.13 62.04

Others

Total 331.57 401.51

26 Other Income



Bad debts Recovered 0.05

Interest income on others 3.52

Interest on Fixed Deposit with banks 19.49 21.12

0.07

Gain on fair valuation of mutual fund 34.46 17.05

Income from sale of mutual funds

Income on Excess Interest Spread

Miscellaneous Income includes interest income on income tax refund

Total 755.49 180.43

27 Finance Costs




Interest on borrowings

Interest on Income Tax 12.54

Loan processing charges 46.15 52.06

Interest on debentures

0.62

Total 6,912.24 7,991.47




Fees and commission expenses 0.22

Total 4.38 0.22







Salaries and wages 2,392.91 1,619.21

Contribution to provident and other funds 113.15

Recruitment & Training 9.61

109.43

Gratuity and compensated absences expenses

Total 2,647.15 1,914.73



at Amortised cost"

Transfer to Provisions

Standard Provision (136.41)

(1.10) 309.17

(95.62) 95.13

Total (51.44) 267.89




Depreciation on Tangible Assets 47.27 66.17

4.95 4.95

Total 52.22 71.12





32 Other expenses



Rent 172.34

Repairs and maintenance

7.11 10.93

Communication Costs 37.57 39.69

Printing and stationery 22.54

Advertisement and publicity 14.53 4.51

Director's fees, allowances and expenses 2.60

Legal and Professional charges

Insurance 6.10 9.79

Payment to auditors (refer note 32.1)

Commission and brokerage expenses 59.97 14.15

Rating Expenses 14.00

Travel and conveyance 110.21

Electricity and water

Support service expenses 150.92

Bank charges 16.34 12.73

0.60

Service tax expense 92.40

795.34 1,513.36

ECL on Excess Interest Spread 5.30

Miscellaneous Expenses 191.77 190.45

Total 2,064.14 2,850.62

32.1


Year ended31-Mar-18

As auditor

Audit fees 4.25

Tax Audit Fees 1.10 1.00

In other capacity

1.37 1.25

For Reimbursement of Expenses 0.65 1.55

Total 7.80 8.05

32.2 Details of CSR expenditure:

lacs).





PartilcularsIn cash

(Amount in Rs.)

Yet to be paid in cash

(Amount in Rs.)

Construction/acquisition of any asset

On purposes other than above

(d) The Company has not created any provision towards CSR expenditure during the year. Accordingly, the

33 Income tax



The components of income tax expense for the years ended 31 March 2019 and

Current tax 299.40

Adjustment in respect of current income tax of prior year 6.75 (10.74)

MAT Credit (62.06)

199.22

Total tax charge 378.36 487.88

Current tax 213.57

Deferred tax 199.22




1,591.07

20.59 33.06

526.01

344.43

(341.09)

77.43 226.63

Standard Tax as reduced by taxes reduced on account of tax adjustments 299.40

299.40

MAT provisions.





33.2 Deferred tax The following table shows deferred tax recorded in the balance sheet and changes recorded in the Income tax

Particulars Deferred tax Assets

Deferred tax liabilities

Statement of OCI

31 March 2019 31 March 2019 31 March 2019 31 March 2019Provision for leave encashment 2.95

Depreciation 5.71

Towards deduction u/s 36(1)(viii) of the Act

Provision for Doubtful Debts 523.14 (115.60)

Loan Processing Charges 313.25 (96.97)

Gain on fair Valuation of Mutual Funds 9.59 (4.72)

Security Deposits 0.50 0.09

Excess Interest Spread

ECL on excess interest spread 1.47 1.47

0.42 0.06

Total 858.34 807.89 (226.85) -



Statement of OCI

31 March 2018 31 March 2018 31 March 2018 31 March 2018Provision for leave encashment 10.90

Depreciation 3.03 5.75

Towards deduction u/s 36(1)(viii) of the Act 775.43 3.09

Provision for Doubtful Debts

Long term Incentive Plan (164.40)

Loan Processing Charges 410.23 (100.30)

Gain on fair Valuation of Mutual Funds (4.74)

Security Deposits 0.41 0.14

0.35 0.21

Total 1,060.63 783.33 (199.23) -



1 April 2017 1 April 2017Provision for leave encashment 12.74

Depreciation

Towards deduction u/s 36(1)(viii) of the Act

Provision for Doubtful Debts

Long Term Incentive Plan 164.40

Loan Processing Charges 510.52

Security Deposits

0.14

Total 1,263.95 787.42





34 Contingent liabilities

consist of undrawn commitment to lend. Further the Company is also exposed to contingent liabilities arising from legal claims.

Legal claims

The Company operates in a regulatory and legal environment that, by nature, has a heightened element of litigation risk inherent in its operations. As a result, the Company is involved in various litigation, arbitration and regulatory proceedings in the ordinary course of its business. The Company has formal controls and policies for managing legal claims. Based on professional legal advice, the Company provides and/or discloses amounts in accordance with its accounting policies. At year end, the Company had several unresolved legal claims however individually any of the claim is not material.


As at 31 March 2018

As at 1 April 2017

(a) Claims against the Company not acknowledged as debts 93.97 91.92

(b ) Disputed Interest on term loan *

(C ) Disputed Income Tax Demands not provided for (inclusive of interest levied u/s 234 B of Income Tax Act, 1961)

436.39 311.47

Total 755.24 398.19 409.75

*Some of the lenders have increased interest rates mainly due to downgrade in External Credit rating (ECR) of the Company. The company has raised the concern and is pursuing with the banks for restoring the contractual Rate of Interest.

35 Commitments


As at 31 March 2018

As at 1 April 2017

307.55

12.04 2.00 197.10

Total 319.59 582.58 1,880.66

36 Leases Commitments


The Company has entered into commercial leases for premises and equipment. These leases have an average

placed upon the lessee by entering into these leases (e.g., such as those concerning dividends, additional debt and further leasing).


As at 31 March 2018

As at 1 April 2017

Within one year 27.39 30.13 20.33

5.40 12.27 22.19

32.79 42.40 42.52





and 5 years and are cancellable.


As at 31 March 2018

As at 1 April 2017

Total of future minimum lease payments 10.92 - - Present value of lease payments - -

2.78 - -


As at 31 March 2018

As at 1 April 2017

2.77 - - Later than 1 year and not later than 5 years - - Later than 5 years - - -

Total 10.92 - -


As at 31 March 2018

As at 1 April 2017

1.70 - - Later than 1 year and not later than 5 years 6.44 - - Later than 5 years - - Total 8.14 - -

37 Risk Management

Company has operations in India. Whilst risk is inherent in the Company’s activities, it is managed through

subject to risk limits and other controls. This process of risk management is critical to the Company’s continuing

responsibilities. The Company is exposed to credit risk, liquidity risk and market risk. It is also subject to various operating and business risks.


The Board of Directors are responsible for the overall risk management approach and for approving the risk management strategies and principles.

The Risk Committee has the overall responsibility for the development of the risk strategy and implementing principles, frameworks, policies and limits. The Risk Committee is responsible for managing risk decisions and monitoring risk levels and reports to the Supervisory Board.

The Risk Management Unit is responsible for implementing and maintaining risk related procedures to ensure an independent control process is maintained. The unit works closely with and reports to the Risk Committee, to ensure that procedures are compliant with the overall framework.





The Risk Controlling Unit is responsible for monitoring compliance with risk principles, policies and limits across the Company. Each business Company has its own unit which is responsible for the control of risks, including monitoring the actual risk of exposures against authorised limits and the assessment of risks of new products and structured transactions. It is the Company’s policy that this unit also ensures the complete capture of the risks in its risk measurement and reporting systems.

structure. It is also primarily responsible for the funding and liquidity risks of the Company.

The Company’s policy is that risk management processes throughout the Company are audited annually by the Internal Audit function, which examines both the adequacy of the procedures and the Company’s compliance with the procedures. Internal Audit discusses the results of all assessments with management,

37.1.2 Risk Mitigation and Risk culture

As part of its overall risk management, the Company can use instruments to manage exposures resulting from changes in interest rates, equity risks and credit risks.


normal circumstances and unexpected losses, which are an estimate of the ultimate actual loss based on statistical models. The models make use of probabilities derived from historical experience, adjusted to

event that extreme events which are unlikely to occur do, in fact, occur.

Monitoring and controlling risks is primarily performed based on limits established by the Company.

risk that the Company is willing to accept, with additional emphasis on selected industries. In addition, the

risk exposure across all risk types and activities.

Information compiled from all the businesses is examined and processed in order to analyses, control and identify risks on a timely basis. This information is presented and explained to the Board of Directors, the Risk Committee, and the head of each business division. The report includes aggregate credit exposure,

order to ensure that all business divisions have access to extensive, necessary and up–to–date information.

Stress testing is a fundamental pillar of the Company’s risk management toolkit, to simulate various economic stress scenarios to help the Company set and monitor risk appetite and to ensure that the

culture. Employees are expected to take ownership and be accountable for the risks the Company is exposed to that they decide to take on. The Company’s continuous training and development emphasises that employees are made aware of the Company’s risk appetite and they are supported in their roles and responsibilities to monitor and keep their exposure to risk within the Company’s risk appetite limits.

and remuneration reviews.


Concentrations arise when a number of counterparties are engaged in similar business activities, or activities in the same geographical region, or have similar economic features that would cause their

conditions. Concentrations indicate the relative sensitivity of the Company’s performance to developments

controlled and managed accordingly.





37.2 Credit Risk

Credit risk is the risk that the Company will incur a loss because its customers or counterparties fail to discharge their contractual obligations. The Company manages and controls credit risk by setting limits on the amount of risk it is willing to accept for individual counterparties and for geographical and industry concentrations, and by monitoring exposures in relation to such limits.

Credit risk is monitored by the credit risk department of the Company’s independent Risk Controlling Unit. It is their responsibility to review and manage credit risk, including environmental and social risk for all types of counterparties. Credit risk consists of line credit risk managers who are responsible for their business lines and

with tools like credit risk systems, policies, models and reporting.

changes in the creditworthiness of counterparties, including regular collateral revisions. Counterparty

risk rating. Risk ratings are subject to regular revision. The credit quality review process aims to allow the Company to assess the potential loss as a result of the risks to which it is exposed and take corrective actions.

37.3 Market risk

to changes in market variables such as interest rates, foreign exchange rates and equity prices. The Company

portfolios separately. Such risks the market risk for the trading portfolio is managed and monitored based

managed and monitored using other sensitivity analyses.

37.4 Liquidity risk

Liquidity Risk arises where the Company is unable to meet its obligations as and when they arise. Liquidity risk

Management Policy (ALM Policy) envisages adherence to certain key ratios and gap limits in normal business

adherence to certain gap limits based on dynamic liquidity forecasts. Maintaining an optimal balance sheet

37.5 Interest rate risk

The Company is exposed to interest rate risk which is likely to arise due to a fundamental duration mismatch of assets and liabilities, on account of short term lad between disbursements and raising the matching liability.

liabilities shall be the cornerstone of interest rate risk management strategy.

37.6 Prepayment risk

fall.

The Company uses regression models to project the impact of varying levels of prepayment on its net

back tested against actual outcomes.





37.7 Operational and business risk

Operational risk is the risk of loss arising from systems failure, human error, fraud or external events. When

endeavours to manage these risks through a control framework and by monitoring and responding to potential

education and assessment processes, such as the use of internal audit.


The primary objectives of the Company’s capital management policy are to ensure that the Company complies with regulatory capital requirements and maintains strong credit ratings and healthy capital ratios in order to support its business and to maximise shareholder value.

ensures to maintain a healthy CRAR at all the times.

The Company maintains a capital base to cover risks inherent in the business and meeting the regulatory capital requirements which includes share capital, securities premium and other reserves attributable to



38.2value

38.3 Valuation Techniques

38.4

38.5


Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction in the principal (or most advantageous) market at the measurement date under current market conditions (i.e., an exit price), regardless of whether that price is directly observable or estimated using a valuation technique.

38.2 Assets and liabilities by fair value hierarchy

either directly (i.e. as prices) or indirectly (i.e. derived from prices).

the instrument is included in Level 2.





38.2.1 Financials Instruments


Financial instruments by category

Particulars 31 March 2019 31 March 2018 1 April 2017




Financial AssetsCash and cash equivalents 2,023.10 975.74 1,263.50

Bank Balance other than cash and cash equivalents

314.46

Loans

Investments 5,671.27 3,017.51 1,500.46

Other Financial assets 451.24 64.27

Total 5,671.27 - 73,259.91 3,017.51 - 87,827.13 1,500.46 - 100,900.50 Financial LiabilitiesTrade Payables 36.21 24.10 26.73

Debt Securities 2,000.00

Borrowings (Other than Debt Securities)

1,547.11 4,143.46

Total - - 60,254.74 - - 73,691.50 - - 85,809.16

Fair value hierarchy

are recognised and measured at fair value.To provide an indication about the reliability of the inputs used in determining

explanation of each level follows underneath the table.


Particulars 31 March 2019 31 March 2018 1 April 2017

Level-1 Level-2 Level-3 Level-1 Level-2 Level-3 Level-1 Level-2 Level-3Financial AssetsInvestment in Mutual Fund

3,734.46 3,017.51 1,500.46

RARC 059 (RHDFC HL) TRUST

Total 3,734.46 1,936.81 - 3,017.51 - - 1,500.46 - - Financial LiabilitiesTotal - - - - - - - - -

measurements, cost has been considered as the best estimate of fair value.

Level 2 during the year.





38.3 Valuation Techniques

In its normal course of business, the Company does not physically repossess properties or other assets in its retail portfolio, but engages external agents to recover funds, generally at auction, to settle outstanding debt. As a result of this practice, the residential properties under legal repossession process are not recorded on the balance sheet

Particulars As at 31 March 2019 As at 31 March 2018 As at 31 March 2017Carrying amount

Level-3 ‘Fair Value

Carrying amount


Carrying amount


Financial AssetsCash and cash equivalents 2,023.10 2,023.10 975.74 975.74 1,263.50 1,263.50 Bank Balance other than cash and cash equivalents

314.46 314.46

LoansOther Financial assets 451.24 451.24 64.27 64.27 Total 73,259.91 73,259.91 87,827.13 87,827.13 100,900.50 100,900.50 Financial LiabilitiesTrade Payables 36.21 36.21 24.10 24.10 26.73 26.73 Debt Securities 2,000.00 2,000.00 Borrowings (Other than Debt Securities)

1,547.11 1,547.11 4,143.46 4,143.46 Total 60,254.74 60,254.74 73,691.50 73,691.50 85,809.16 85,809.16

calculated for disclosure purposes only.

cash and balances, Trade receivables, Contract assets, balances other than cash and cash equivalents, trade payables

adjustments have been made to the balances in the balance sheet.39 Non-current assets and disposal Company’s held for sale

charges and interest from the date of settlement till the disposal of asset. Further, assets acquired in satisfaction of


As at 31 March 2018

As at 1 April 2017

PropertyAssets acquired in satisfaction of debts

Opening Balance 674.50 Sold (115.36) (19.73)Addition 333.71 Closing 388.83 674.50 432.78





involvement

property) to JM Financials Home Loan Ltd under assignment transaction where the JMFHLL will be entitled to

(2) During the year, the Company has entered into a transaction with RARC 059 (RHDFC HL) Trust (special purpose

Limited. The transaction is concluded within the RBI purview and the Company has obtained true sale opinion for concluding the transaction.

evaluation by independent rating agency as stipulated under RBI Regulation.

41 Capital

The Company maintains an actively managed capital base to cover risks inherent in the business and is meeting

externally imposed capital requirements over the reported period.


The primary objectives of the Company’s capital management policy are to ensure that the Company complies with externally imposed capital requirements and maintains strong and healthy capital ratios in order to support its business and to maximise shareholder value.

Contribution toward provident fund plan for all employees is made to regulatory authorities, where the Company

not carry any legal or constructive obligations to pay further contributions apart from the contributions made

fund. The gratuity plan is governed by the Payment of Gratuity Act, 1972. Under the act, employee who has

member’s length of service and salary at retirement age. The fund has the form of a trust and it is governed by the Board of Trustees, which consists of an equal number of employer and employee representatives.

investment strategy.

Each year, the Board of Trustees reviews the level of funding in the India gratuity plan. Such a review includes

of annuities and longevity swaps to manage the risks. The Board of Trustees decides its contribution based on the results of this annual review. The Board of Trustees aim to keep annual contributions relatively stable at a





Particulars As on March 31,2019 As on March 31,2018

obligation


liabilityobligation


liability

Present value of DBO / Fair value of plan assets at the beginning of the year

64.11 36.55 27.56 17.07

Service Cost 7.32 7.32 10.32 10.32

3.79 0.97 2.49 1.66

(20.04) (20.04) (9.02) (9.02)

Remeasurement gains/(losses) in other compressive incomeReturn on plan assets (excluding amounts included in net interest expenses)

2.49 (2.49) 1.03 (1.03)

Actuarial changes arising from changes in demographic assumptions

5.02 5.02 (5.91) (5.91)

Actuarial changes arising from changes in 3.22 3.22 1.16 1.16

Experience adjustments 29.19 29.19 22.19 22.19

Subtotal included in OCI

Contributions by employer

27.56 (27.56)

Present value of DBO / Fair value of plan assets at the end of the year

92.61 49.38 43.23 64.11 36.55 27.56

Particulars As on March 31,2019 As on March 31,2018

obligationliability

obligationliability

Present value of DBO at the beginning of the year

Service Cost 33.70 33.70

1.49 1.49 1.06 1.06

(23.29) (23.29)

Remeasurement gains/(losses) in other compressive incomeReturn on plan assets (excluding amounts included in net interest expenses)

Actuarial changes arising from changes in demographic assumptions

1.27 1.27

Experience adjustments 9.17 9.17

Subtotal included in OCI

Contributions by employer

Present value of DBO at the end of the year 49.80 49.80 32.98 32.98





(B) Major Category of Plan asset as percentage of total plan asset (Gratuity)

Investments quoted in active markets: March 31, 2019 March 31, 2018

Quoted equity investments

Manufacturing and consumer products sector

Telecom sector

Cash and cash equivalents

Bonds issued by India Government

Total 100.00% 100.00%

The current service cost and net interest expense for the year pertaining to Gratuity expenses have been recognised

(C)Expected payment for future years Gratuity Leave Encashment

March 31, 2019 March 31, 2018 March 31, 2019 March 31, 2018

Within the next 12 months (next annual reporting period)

29.33 36.40 32.79

Between 2 and 5 years 91.99 46.15 45.73

Between 5 and 10 years 47.55 15.65 14.61 5.15

Beyond 10 years 0 0

Total expected payments 168.87 98.20 118.86 83.67

(D) Changes in Fair Value of Plan Assets (Gratuity)Particulars March 31, 2019 March 31, 2018Plan Asset at the beginning of the Year 36.55 17.07

Asset Acquired in Business Combination

Expected Return on Plan Asset 1.66

Remeasurement Gain/Loss on Plan Assets 2.49 1.03

Actual Company Contributions 27.56

(20.04) (9.02)

Others

Plan Asset at the end of the Year 49.38 36.55

(E) Actuarial Assumptions Financial Assumption

Gratuity Leave EncashmentMarch 31, 2019 March 31, 2018 March 31, 2019 March 31, 2018

Discount Rate

Salary Escalation





Demographic AssumptionGratuity Leave Encashment

March 31, 2019 March 31, 2018 March 31, 2019 March 31, 2018Mortality rate Indian Assured

Lives Mortality Indian Assured Lives Mortality

Indian Assured Lives Mortality

Indian Assured Lives Mortality

Withdrawal Rate

Sensitivity Analysis

The sensitivity analysis below has been determined based on reasonably possible change of the respective assumptions occurring at the end of the reporting period, while holding all other assumptions constant. These sensitivities show the hypothetical impact of a change in each of the listed assumptions in isolation. While each of these sensitivities holds all other assumptions constant, in practice such assumptions rarely change in isolation and

no change in the methods and assumptions used in the preparation of sensitivity analysis from previous year.

obligationsGratuity Leave Encashment

March 31, 2019 March 31, 2018 March 31, 2019 March 31, 2018Discount Rate

(0.46) (0.22)

1.21 0.47 0.21

Future salary increases

1.19 0.47 0.47 0.21

(1.17) (0.46) (0.22)

Risk Analysis

Salary Growth Rate

liability.

Life expectancy/ Longevity risks

of plan participants both during and after their employment. Mortality tables as per Indian Assured Lives Mortality

expectancy of the plan participants will increase the plan’s liability.

Interest rate risks





43 Revenue from contract with customers

Particulars For year ended 31 March 2019Housing

HousingTotal

Type of Services or service

Interest Income 9,261.17 2,661.16 11,922.33

Foreclosure Charges 109.37 36.09 145.45

Penal Interest income 46.39 10.74 57.13

Others 61.22 67.77

Total revenue from customers 9,478.15 2,775.76 12,253.90

Geographical markets

India 2,775.76 12,253.90

Outside India


Particulars For year ended 31 March 2018

HousingHousing

Total

Type of Services or service

Interest Income 11,194.02 2,911.16

Foreclosure Charges 205.35 44.63 249.97

Penal Interest income 55.34 6.69 62.04

Others 70.65


Geographical markets

India 11,525.36 14,506.69

Outside India



Companies Act 2013, read together with paragraph 7 of the Companies (Accounts) Rules, 2014 (Indian GAAP or previous GAAP).

opening balance sheet was prepared as at 1 April 2017, the Company’s date of transition to Ind AS. This note explains






requirements under Ind AS.

(i) Estimates

An entity’s estimates in accordance with Ind AS at the date of transition to Ind AS shall be consistent with estimates made for the same date in accordance with previous GAAP (after adjustments to

were in error.

Ind AS estimates as at April 1, 2017 are consistent with the estimates as at the same date made in

based on expected credit loss model in accordance with Ind AS at the date of transition as these were not required under previous GAAP.

circumstances existing as on the date of transition. Further, the standard permits measurement of

of transition if retrospective application is impracticable.

amortised cost has been done retrospectively except where the same is impracticable.

As per Ind AS 101, an entity should apply the derecognition requirements in Ind AS 109, Financial Instruments, prospectively for transactions occurring on or after the date of transition to Ind AS. However, an entity may apply the derecognition requirements retrospectively from a date chosen

derecognised as a result of past transactions was obtained at the time of initially accounting for those transactions.

The company has elected to apply the derecognition principles of Ind AS 109 prospectively.

44.1.2 The company has applied the following exemptions - Optional Exemptions

(i) Property, plant and equipment & Intangible assets

to Ind AS, measured as per the previous GAAP and use that as its deemed cost as at the date of

has elected to measure all of its property, plant and equipment and intangible assets at their previous GAAP carrying value.

(ii) Employee Stock Option Plans

Under Ind AS 101, there is an exemption of accounting for the entity with regard to the options vested before the transition date. Accordingly, the company has not accounted the same.


transition from Previous GAAP to Ind AS in accordance with Ind AS 101 “First Time Adoption of Indian Accounting





statements prepared under Ind AS.

44.2.1 Balance sheet ReconciliationParticulars 31-Mar-18 1-Apr-17

I-GAAP Adjustments INDAS I-GAAP Adjustments INDASFinancial AssetsCash and cash equivalents 975.74 975.74 1,263.50 1,263.50

Bank Balance other than cash and cash equivalents

314.46 314.46

Loans (1,474.57) 101,093.37

Investments 3,000.00 17.51 3,017.51 1,500.00 0.46 1,500.46

Other Financial assets 105.59 (16.69) 79.54 (15.27) 64.27

Total(A) 92,318.39 (1,473.75) 90,844.64 104,250.87 (1,849.91) 102,400.96

Current tax assets (net) 412.67 412.67

Deferred tax assets (net) 406.11 277.30 (34.29) 476.53

Property, plant and equipment 121.56 (0.00) 121.56 173.29 173.29

Intangible assets under development 2.61 2.61 2.61 2.61

Other Intangible assets 14.24 (0.00) 14.24 19.19 19.19

15.19 633.14

Total(B) 1,288.53 421.30 1,709.83 779.66 525.10 1,304.76 Total(A+B) 93,606.92 (1,052.45) 92,554.47 105,030.53 (1,324.81) 103,705.72

Liabilities and equity

LiabilitiesFinancial liabilitiesTrade Payable 24.10 24.10 26.73 26.73

Debt securities 2,000.00 2,000.00

Borrowings (other than debt securities)

4,143.46 4,143.46

Total(A) 73,691.50 - 73,691.50 85,809.16 - 85,809.16

112.72 112.72

Provisions 60.54 60.54 62.63 62.63

77.65 1.25 0.53

Total(B) 138.19 1.25 139.44 259.28 0.53 259.81 Total Liabilities 73,829.69 1.25 73,830.94 86,068.44 0.53 86,068.97

Equity attributable to shareholders of parent 19,777.23 (1,053.70) 18,723.53 18,962.09 (1,325.34) 17,636.75

Total liabilities and equity 93,606.92 (1,052.45) 92,554.47 105,030.53 (1,324.81) 103,705.72





Particular I-GAAP Adjustments Ind ASRevenue from operationsInterest income 13,744.65 360.53

Others 401.51 401.51

Total revenue from operations 14,146.16 360.53 14,506.69 Other Income 20.57

Total income 14,306.02 381.10 14,687.12 ExpensesFinance costs 7,991.47 7,991.47

Fees and commission expense 0.22 0.22

1,931.13 (16.40) 1,914.73

Depreciation, amortisation and impairment 71.12 71.12

Others expenses 4.76

Total expenses 13,107.69 (11.64) 13,096.05 1,198.33 392.74 1,591.07

Exceptional items

392.74 1,591.07

(1) Current tax

(2) Deferred tax (credit) 94.52 104.70 199.22

815.14 288.04 1,103.19 815.14 288.04 1,103.19

Other comprehensive Income

(16.41) (16.41)

Other Comprehensive Income Total - (16.41) (16.41)Total comprehensive income 815.14 (16.41) 1,086.78

March 2018Particulars Note

ReferenceEquity Reconciliation

Reconciliation1 April 2017 31 March 2018 Year ended

March 31, 2018Shareholder’s equity for the quarter as per previous GAAP (Indian GAAP)

19,777.23

815.14 Ind AS adjustments:Loan processing charges 1 (1,474.57) 360.53 Deferred Tax Impact on Ind AS adjustments 2 406.12 (104.69)Security Deposit 3 (0.99) (0.49)Gain/loss on fair valuation of mutual funds 4 0.46 17.51 17.05 Lease equalisation Reserve 5 (0.51) (1.27) (0.76)Shareholder’s equity as per Ind AS 17,636.75 18,723.53 1,086.78





disclosed.

processing fees or upfront discount is netted with the proceeds of the lending and such asset is measured at amortised cost.

2 Deferred Tax Impact on Ind AS adjustments

primarily represent deferred tax.3 Fair valuation of security deposits

nominal value of deposits is considered as prepaid expense and recognised as expenses on straight line basis over the lease term.

4 Gain/(Loss) on fair valuation of Investments

5 Lease Equalisation The Company has lease rent escalation within the long term leases entered into. It does not straight line such

escalations under the previous Indian GAAP. Under Ind AS there is a carve out that if the rate of escalation is

those recognised under the Previous GAAP.


Company by the weighted average number of equity shares outstanding during the year.

interest on the convertible preference shares and interest on the convertible bond, in each case, net of tax) by the weighted average number of equity shares outstanding during the year plus the weighted average number of equity shares that would be issued on the conversion of all the dilutive potential ordinary shares into ordinary shares.

Continuing operations:



parent 967.40



Weighted average number of ordinary shares for basic earnings per share







Earnings per share

Basic earnings per share 2.42 2.72

Diluted earnings per share 2.42 2.72

46 Maturity analysis of assets and liabilities The table below shows an analysis of assets and liabilities analyses according to when they are expected to be

actual contractual maturities of the products. With regard to loans and advances to customers, the Company uses

coupon amortisations.Particulars 31 March 2019 31 March 2018 1 April 2017

Within 12 months

After 12 months


After 12 months


After 12 months

Total

ASSETSFinancial AssetsCash and cash equivalents 2,023.10 2,023.10 975.74 975.74 1,263.50 1,263.50 Bank Balance other than cash and cash equivalents

314.46 314.46

Loans 5,197.39 77,510.45 9,690.61 Investments 3,734.46 5,671.27 3,017.51 3,017.51 1,500.46 1,500.46 Other Financial assets 417.93 33.31 451.24 72.93 15.97 37.66 26.61 64.27

471.32 471.32 412.67 412.67 50.45 50.45 277.30 277.30 476.53 476.53

Property, Plant and Equipment 75.29 75.29 121.56 121.56 173.29 173.29 Intangible assets under development 2.10 2.10 2.61 2.61 2.61 2.61 Other Intangible assets 9.29 9.29 14.24 14.24 19.19 19.19

494.67 569.15 779.74 101.71 502.04 131.10 633.14 Total Assets 12,536.87 67,571.91 80,108.78 14,510.63 78,043.84 92,554.47 13,308.73 90,396.99 103,705.72

LIABILITIES Financial Liabilities Trade Payables(i) total outstanding dues of micro enterprises and small enterprises(ii) total outstanding dues of creditors other than micro enterprises and small enterprises

36.21 36.21 24.10 24.10 26.73 26.73

Debt Securities 2,000.00 2,000.00 Borrowings (Other than Debt Securities)

14,012.64 7,936.24 71,702.73

1,547.11 1,547.11 4,143.46 4,143.46

Non-Financial Liabilities 112.72 112.72

Provisions 93.03 59.10 1.44 60.54 62.63 0.50 0.50 0.50

Total liabilities 18,950.16 41,467.69 60,417.85 15,157.42 58,673.52 73,830.94 14,357.39 71,711.58 86,068.97 Net 19,690.93 18,723.53 17,636.75





47 Related Party Disclosures:Related

Party Type

Nature of Relationship Name of the Related Party

a(i) Holding Company Religare Finvest Limited ( Immediate Holding Company)Religare Enterprises Limited (Ultimate Holding Company)

a(ii) Subsidiaries/Step down Subsidiaries of Ultimate Holding Company

Religare Broking LimitedReligare Insurance LimitedReligare Capital Markets LimitedReligare Health Insurance Company Limited Religare Credit Advisor Pvt LimitedReligare Global Asset Management Inc.Religare Comtrade Limited [(Religare Comtrade Limited, a wholly owned subsidiary of Religare Enterprises Limited through Religare Commodities Limited has become a direct subsidiary of Religare Enterprises Limited pursuant to conversion of CCDs into equity w.e.f December 31,

Limited) (Became direct subsidiary w.e.f. December 31,

Religare Commodities LimitedReligare Business Solutions Limited

(Formerly Religare Wealth Management Limited)Religare Capital Markets International (Mauritius) LimitedReligare Capital Markets Inc. Religare Capital Markets (Europe) LimitedReligare Capital Markets (UK) LimitedReligare Capital Markets Corporate Finance Pte Limited Kyte Management Limited Religare Capital Markets (Hong kong) Ltd.Religare Capital Markets (Singapore) Pte LimitedTobler (UK) LimitedBartleet Religare Securities (Private) Limited)Bartleet Asset Management (Private) LimitedStrategic Research Limited*(Board controlled subsidiary)

(b) Associates and Joint Ventures of the Company

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

Relatives(d) Persons who are the members of the Key

Management Personnel* of the reporting entity or of a parent of the reporting entity





Related Party Type

Nature of Relationship Name of the Related Party

(e) Enterprises over which any person described in (c) or (d) is able to exercise

transactions have taken place

Spectrum Voyages Private Limited(Formerly known as Ligare Travels Private Limited) has been dissolved w.e.f

(f) Religare Finvest Limited Group Gratuity SchemeReligare Enterprises Limited Group Gratuity SchemeReligare Housing Development Finance Corporation Limited Group Gratuity Scheme Religare Commodities Limited Group Gratuity Scheme Religare Health Insurance Limited Group Gratuity Scheme Religare Securities Limited Group Gratuity Scheme Religare Capital Market Limited Group Gratuity SchemeREL Infrafacilities Limited Group Gratuity Scheme

* Including any director (Executive/non Executive Director)

47.1 Following transactions were carried out with related parties at Arm’s Length Basis and in the ordinary course of business during the year ended 31 March 2019

S. No.

Nature of Transactions Name of the Related Party

RP Type

Year Ended 31 March 2019


As at 1 April 2017

1 OTHER RECEIPTS AND PAYMENTSGroup Insurance Premium Paid to Other Companies

Religare Health Insurance Company Limited

a(ii) 29.12 12.54

Group Insurance Premium Paid to Other Companies Total

29.12 12.54

Security Deposits Received Religare Finvest Limited

a(i) 3.00 4.00

Security Deposits Received 3.00 4.00 Security Deposits Paid


a(i) 2.00





S. No.


RP Type



As at 1 April 2017

Security Deposits Paid - 2.00 Purchase of Fixed Asset


a(i) -

Purchase of Fixed Asset Total 0.83 - 2 INCOME*

Expense Reimbursement By other Companies

Religare Commodities Limited

a(ii) 0.06 0.11


a(ii) 0.00 0.35


a(i) 13.24 15.52

Expense Reimbursement By other Companies Total

13.30 15.98

3 EXPENSE*Remuneration to Key Managerial PersonnelSalary and remuneration Mr. Kamal Kumar

Kaushik (From May (d)

Gourav Mardia (From December

(d) 31.22

Sitting Fee to Directors Mr. Malay Kumar Sinha

(d) 0.60

Mr. Avinash Mahajan

(d) 1.20

Mr. Rama Krishna Shetty

(d) 0.40 1.20

Mr. Vikram Talwar (d) 0.20 Remuneration to Key Managerial Personnel Total

145.70 2.60

Religare Housing Development Finance Corporation Limited Group Gratuity Scheme

(f) 27.56

Plans Total 27.56 25.81

Allocation of Expenses by other Companies


a(i) 150.92


a(i) 0.35





S. No.


RP Type



As at 1 April 2017

Allocation of Expenses By other Companies Total

113.28 151.27

Expense Reimbursement to other Companies


a(i) 190.66 213.97


a(i) 1.07 1.94

Religare Broking Limited

a(ii) 4.36 5.02

Expense Reimbursement to other Companies Total

196.09 220.93

4 Balance OutstandingReceivablesOther Receivables


a(ii) 0.40 0.35

Religare Commodities Limited

a(ii) 0.03 0.10 0.09

RHC Holding Private Limited

a(ii)

Other Receivables Total 0.90 0.50 9.72 PayablesSecurity Deposit Payable


a(i) 5.00 2.00

Security Deposit Payable Total 5.00 2.00 Other Payables


a(i) 100.67 11.07

Religare Broking Limited

a(ii) 0.02 0.24


a(i) 1.15 6.65

Spectrum Voyages Private Limited(Formerly known as Ligare Travels Private Limited)

(e ) 0.09


* Income and Expenses do not include applicable Indirect taxes





48 Other Notes

(b) Disclosure of details as required in terms of Annexure 4 of the Housing Finance Companies – Corporate

1 Capital


As at 31 March 2018

(i)

(ii)

(iii)

(iv)

(v) Amount raised by issue of Perpetual Debt Instruments

2 Reserve Fund u/s 29C of NHB Act, 1987


As at 31 March 2018

Balance at the beginning of the year a) 110.34 43.09

b) Amount of special reserve u/s 36(1)(viii) of Income Tax Act, 1961 taken into account for the purposes of Statutory

2,345.30 2,249.53

c) Total 2,455.64 2,292.62 Addition / Appropriation / Withdrawal during the year Add: a) 135.05 67.26

b) Amount of special reserve u/s 36(1)(viii) of Income Tax Act, 1961 taken into account for the purposes of Statutory 95.77

Less: a) Amount appropriated from the Statutory Reserve u/s 29C of

- - b) Amount withdrawn from the Special Reserve u/s 36(1)(viii)

of Income Tax Act, 1961 taken into account which has been taken into account for the purpose of provision u/s 29C of the

- - Balance at the end of the year a)

245.39 110.34

b) Amount of special reserve u/s 36(1)(viii) of Income Tax Act, 1961 taken into account for the purposes of Statutory 2,403.73 2,345.30

c) Total 2,649.12 2,455.64





3 Investments


As at 31 March 2018

3.1 Value of Investments(i) Gross value of Investments

(a) In India 5,671.27 3,017.51

(b) Outside India

(ii) Provision for depreciation

(a) In India

(b) Outside India

(iii)

(a) In India 5,671.27 3,017.51

(b) Outside India

3.2 Movement of provisions held towards depreciation on investments

(i) Opening balance

(ii) Provisions made during the year

(iii)year

(iv) Closing balance

4.1 Forward Rate Agreement (FRA)/Interest Rate Swap (IRS)


As at 31 March 2018

(i) The notional principal of swap agreements

(ii) Losses which would be incurred if counterparties

(iii) Collateral required by the HFC upon entering into swaps

(iv) Concentration of credit risk arising from the swaps

(v) The fair value of the swap book Note:





4.2 Exchange Traded Interest Rate (IR) Derivative


As at 31 March 2018

(i) derivatives undertaken during the year (instrument wise)

(a)

(b)

(c)

(ii) derivatives outstanding as on 31st March……. (instrument wise)

(a)

(b)

(c)

(iii)

(instrument wise)

(a)

(b)

(c)

(iv)

(a)

(b)

(c)

4.3 Disclosures on Risk Exposure in Derivatives

A Qualitative Disclosure

As the Company has not entered into derivative transactions during current year and previous year, there is no risk exposure in derivatives. Accordingly, Qualitative Disclosure is not applicable.

c) Policies for hedging and/ or mitigating risk and strategies and processes for monitoring the continuing

applicable

B Quantitative Disclosure

Particulars Currency Derivatives Interest Rate Derivatives

(i)

(ii)

(a) Asset (+)

(iii)

(iv) Unhedged Exposures





5 Securitisation

5.1 Outstanding amount of securitised assets and exposures:


As at 31 March 2018

1 - - 2 Total amount of securitised assets as per books of the SPVs

sponsored - -

3 Total amount of exposures retained by the HFC towards the MRR as on the date of balance sheet (i)

a) - - b) - -

(ii) a) - - b) - -

4 Amount of exposures to securitisation transactions other than MRR (i)

a) Exposure to own securitisations i.) - - ii.) - - b) Exposure to third party securitisations i.) - - ii.) - -

(ii) a) Exposure to own securitisations i.) - - ii.) - - b) Exposure to third party securitisations i.) - - ii.) - -

5.2 Details of Financial Assets sold to Securitisation/Reconstruction Company for Asset Reconstruction


As at 31 March 2018

(i) 243

(ii) Aggregate value (net of provisions) of accounts sold to SC / RC

(iii) Aggregate consideration

(iv)transferred in earlier years

(v) Aggregate gain (loss) over net book value





5.3 Details of Assignment transactions undertaken by HFC


As at 31 March 2018

(i) 577

(ii) Aggregate value (net of provisions) of accounts assigned

(iii) Aggregate consideration

(iv)transferred in earlier years

(v) Aggregate gain (loss) over net book value


As at 31 March 2018

1

(b) Aggregate outstanding

2 (a) Of these, number of accounts restructured during the year

(b) Aggregate outstanding

B. Details of Non-performing Financial Assets sold :


As at 31 March 2018

1 243

2 Aggregate outstanding

3 Aggregate consideration received





49

Ass

ets

Liab

ility

Man

agem

ent

(Mat

urit

y pa

tter

n of

cer

tain

item

s of

Ass

ets

and

Liab

iliti

es)

Part

icul

ars

Up to

30

/31

days

(one

m

onth

)

over

1

mon

th &

up

to 2

m

onth

s

over

2

mon

ths

& up

to 3

m

onth

s

over

3

mon

ths

& up

to

6

mon

ths

over

6

mon

ths

& up

to 1

ye

ar

over

1

year

&

up to

3

year

s

over

3

year

s &

up to

5

year

s

Ove

r 5

Year

s &

up to

7

year

s

Ove

r 7

Year

s &

up to

10

Year

s

Ove

r 10

Year

sTo

tal

As a

t 31

Mar

ch 2

019

Liab

ilitie

s

Depo

sits

Borr

owin

gs fr

om B

ank

0.2

0 5

55.7

6

Mar

ket B

orro

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Fore

ign

Curr

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Lia

bilit

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Asse

ts

Adva

nces

* 1

,756

.55

290

.75

302

.69

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stm

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6 0

.00

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7

Fore

ign

Curr

ency

Ass

ets





50 Exposures50.1 Exposure to Real Estate Sector

Category As at 31 March 2019

As at 31 March 2018

a) Direct Exposures(i) Residential Mortgages

(a) Individuals housing loans up to Rs.15 lacs(b) Other loans fully secured by mortgages on residential property 44,041.10

(ii) Commercial Real Estate 3,963.44 7,201.67

industrial or warehouse space, hotels, land acquisition, development

(iii) Investments in Mortgage Backed Securities (MBS) and other Securitised exposures(a) Residential(b) Commercial Real Estate

b) Indirect Exposures

50.1 Exposure to Capital Market


As at 31 March 2018

(i) Direct investment in equity shares, convertible bonds, convertible

(ii) Advances against shares / bonds / debentures or other securities or on clean basis to individuals for investment in shares (including IPOs / ESOPs), convertible bonds, convertible debentures, and units of

(iii) Advances for any other purposes where shares or convertible bonds or convertible debentures or units of equity oriented mutual funds

(iv) Advances for any other purposes to the extent secured by the collateral security of shares or convertible bonds or convertible debentures or units of equity oriented mutual funds i.e. where the primary security other than shares / convertible bonds / convertible debentures / units of equity oriented mutual funds ‘does not fully

(v) Secured and unsecured advances to stockbrokers and guarantees

(vi) Loans sanctioned to corporates against the security of shares / bonds / debentures or other securities or on clean basis for meeting promoter’s contribution to the equity of new companies in

(vii)

(viii)

All exposures to Venture Capital Funds (both registered and unregistered)

Total Exposure to Capital Market





year. 50.4 Details of Single Borrower Limit (SBL) / Group Borrower Limit (GBL) exceeded There has been no breach of Single Borrower Limit (SBL) / Group Borrower Limit (GBL) during the current year

and previous year. 50.5 Unsecured Advances

have been taken as a security.

51 Miscellaneous

51.2 Disclosure of Penalties imposed by NHB and other regulators

matter during the current and previous year.

51.3 Related Party Transactions Refer note number 47

51.4 Rating assigned by Credit Rating Agencies and migration of rating during the year

SL. No.

Instrument Rating Agency Rating Migration of Rating during the year, if any

Date of Migration of Rating, if applicable

Amount

1 Long Term Bank Limits

Short Term Bank Limits

ICRA LimitedRating Watch

Implications

Rating Watch

Implications

2. Revised

ICRA A3

ICRA A3

1. 13th March 2019

2. 3rd Oct

120,000

2 Short Term Debt Programme

ICRA LimitedRating Watch

Implications

ICRA A3 1. 3rd Oct 10,000

3 Long Term Bank Loans India Ratings & Research

Implications2. Revised

Rating Watch

1. 14th March 2019

49,000

4 Short Term Bank Loan India Ratings & Research

Withdrawn 1. Withdrawn2. Revised from

Rating Watch

1. 14th March 2019





SL. No.

Instrument Rating Agency Rating Migration of Rating during the year, if any

Date of Migration of Rating, if applicable

Amount

5 Commercial Paper India Ratings & Research

Withdrawn 1. Withdrawn2. Revised from

Rating Watch

1. 14th March 2019

6Debentures


Withdrawn 1. Withdrawn2. Revised

Rating Watch

1. 14th March 2019

51.5 Remuneration of Directors

There is no prior period transaction during the current year and also there is no change in accounting policies during the current year.

51.7 Revenue Recognition

Refer note number 3

Financial Statements (CFS) is not applicable to the Company.

52 Additional Disclosures

52.1 Provisions and Contingencies

Break up of ‘Provisions and Contingencies’ shown under the head As at 31 March 2019

As at 31 March 2018

(i) Provisions for depreciation on Investment

(ii) Provision made towards Income tax (Current Tax, Deferred Tax and Earlier Years Taxes)

(iii) (96.72) 404.30

(iv) Provision for Standard Assets (with details like teaser loan, CRE,

(a) Provision for Standard Assets on teaser loan

(b) Provision for Standard Assets on CRE

3.71

(d) Provision for Standard Assets on Housing Loans (other than 17.90 (150.26)

10.14

(v) Other Provision and Contingencies (with details)

(a) Gratuity 11.15

(b) Leave Encashment 40.11 37.24





Break up of Loan & Advances and Provisions thereon

Housing Non-Housing As at

31 March 2019 As at

31 March 2018 As at

31 March 2019 As at

31 March 2018

Standard Assets a) Total Outstanding Amount* 53,553.76 67,566.74 17,473.47

b) Provisions made 791.54 271.42 244.61

Sub-Standard Assets a) Total Outstanding Amount* 1,376.67 2,234.10 497.49

b) Provisions made 567.77 16.20 133.30

Doubtful Assets - Category-I a) Total Outstanding Amount* 559.13 114.42 2.40

b) Provisions made 0.60

Doubtful Assets - Category-II a) Total Outstanding Amount* 106.39 91.97 2.40

b) Provisions made 102.30 36.79 0.96 7.49

Doubtful Assets - Category-III a) Total Outstanding Amount*

b) Provisions made

Loss Assets a) Total Outstanding Amount* 60.73

b) Provisions made 60.73

Total a) Total Outstanding Amount* 55,656.68 70,374.22 16,811.34 17,992.09 b) Provisions made 1,563.25 1,545.88 317.18 386.00

Note: 1 The total outstanding amount mean principal + accrued interest + other charges pertaining to loans without netting

Period for which the assets has been considered as doubtful Category Up to one year

One to three years

More than three years

52.2 Draw Down from Reserves The company has not drawn down any reserves during the current and previous year.

52.3 Concentration of Public Deposits, Advances, Exposure and NPAs

52.3.1 Concentration of Public Deposits (for Public Deposit taking/holding HFCs)


As at 31 March 2018

Total Deposits of twenty largest depositors

Percentage of Deposits of twenty largest depositors to Total Deposits of the HFC





52.3.2 Concentration of Loans & Advances


As at 31 March 2018

Total Loans & Advances to twenty largest borrowers 7,629.06

Percentage of Loans & Advances to twenty largest borrowers to Total Advances of the HFC


As at 31 March 2018

Total Exposure to twenty largest borrowers / customers 10,247.34

Percentage of Exposures to twenty largest borrowers to Total Exposure of the HFC on borrowers/customers

52.3.4 Concentration of NPAs


As at 31 March 2018

944.33

52.3.5 Sector-wise NPAs

Sl. No.

Sector As at 31 March 2019

As at 31 March 2018

A. Housing Loans:1 Individuals

2 Builders/Project Loans

3 Corporates

4 Others (specify)

B. Non-Housing Loans:1 Individuals

2 Builders/Project Loans

3 Corporates

4 Others (specify)

52.4 Movement of NPAs


As at 31 March 2018

(i)

(ii)

a) Opening balance 3,326.10 2,409.61

b) Additions during the year

c) Reductions during the year 1,741.65

d) Closing balance 2,327.76 3,326.10

(iii)

a) Opening balance 2,430.35

b) Additions during the year

c) Reductions during the year 1,794.59 1,393.64

d) Closing balance 2,430.35






As at 31 March 2018

(iv)assets)

a) Opening balance 491.44

b) Provision made during the year 592.00 752.32

c)

d) Closing balance 799.03

52.5 Overseas Assets The company does not have any joint ventures and subsidiary abroad.


As at 31 March 2018

norms.

Name of the SPV sponsored

Domestic Overseas

53 Disclosure of Complaints

53.1 Customers Complaints


As at 31 March 2018

a) 3 4

b) 160 250

c) 162 251

d) 1 3

54 Other Notesa. There are no transactions with Micro, Small and Medium Enterprises during the year ended March 31, 2019 and

as such there is no balance outstanding as at March 31, 2019.


Signature to Note 1 to 54 forming Part of the Financial Statement For and on behalf of the Board of Directors





th



ConsolidatedFinancials



INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF RELIGARE FINVEST LIMITED

Report on the Audit of the Consolidated Ind AS Financial Statements

then ended.

(A) Religare Finvest Limited (‘RFL’)



(B) Religare Housing Development Finance Corporation Limited (‘RHDFC’)

Emphasis of Matter

statements.

Key Audit Matters



Key Audit Matter Auditor’s responseImpairment loss allowance of loans and advances

a.

c.

d.


.

Information Other than the Consolidated Ind AS Financial Statements and Auditor’s Report Thereon



Responsibilities of Management and Those Charged With Governance for the Consolidated Ind AS Financial Statements

Auditor’s Responsibilities for the Audit of the Consolidated Ind AS Financial Statements



Other Matter


except for the matters referred to in paragraph 3 to 4 above

except for the indeterminate effect of the matters referred to paragraph 3 above and effect for matter referred to paragraph 4 above,



S. S. Kothari Mehta & Company

Naveen Aggarwal



ANNEXURE “A” TO THE INDEPENDENT AUDITOR’S REPORT


Management’s Responsibility for Internal Financial Controls

Auditor’s Responsibility

company.

Meaning of Internal Financial Controls Over Financial Reporting

Inherent Limitations of Internal Financial Controls Over Financial Reporting

a) Religare Finvest Limited (‘RFL’)



S. S. Kothari Mehta & Company

Naveen Aggarwal



CONSOLIDATED BALANCE SHEET AS AT 31 MARCH 2019



As at 31 March 2019

As at 31 March 2018

As at 1 April 2017


678

Investments11

12

14

645.68 172.17

16Total Assets 740,534.73 1,206,694.30 1,788,364.83 LIABILITIES AND EQUITYLIABILITIESFinancial Liabilities

1718

Non-Financial Liabilities2122

EQUITYEquity Attributable to Owners of the Company

24

Total Liabilities and Equity 740,534.73 1,206,694.30 1,788,364.83

Overview, Principles of Consolidation and 1-5



The notes form an integral part of these Consolidated Financial Statements

This is the Consolidated Balance Sheet referred to in our For and on behalf of the Board of Directors report of even date


DIN- 08140223 DIN- 01715298


Punit Arora



CONSOLIDATED STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31 MARCH 2019





Revenue from operations 25

26 572.61 Total Revenue from operations (I) 81,625.58 143,662.30 Other Income (II) 27 Total Income (III)=(I+II) 91,881.18 159,498.99 Expenses

28 67.86

Total Expenses (IV) 245,362.20 276,089.56 (153,481.02) (116,590.57)

(153,481.02) (116,590.57)Tax Expense: (VIII)

158.42 288.66

(IX)=(VII-VIII)

(153,804.23) (94,215.37)

(153,804.23) (94,215.37)Other Comprehensive Income

Subtotal (A) 23.94 78.30

Subtotal (B) - - Other Comprehensive Income (A + B) (X) 23.94 78.30 Total Comprehensive Income for the year (Comprising

(IX+X)

(153,780.29) (94,137.07)

Total (153,804.23) (94,215.37)Other Comprehensive Income attributable to:

Total 23.94 78.30 Total Comprehensive Income attributable to:

Total (153,780.29) (94,137.07)



Overview, Principles of Consolidation and 1-5


For and on behalf of the Board of Directors report of even date


DIN- 08140223 DIN- 01715298


Punit Arora



CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 31 MARCH 2019


Particulars



Cash Flow From Operating Activities: (153,481.02) (116,590.57)

64,045.62 128,122.12 Adjustments for changes in Working Capital :

344,189.80 531,880.04

339,040.47 523,375.88

Cash Flow From Investing Activities:

21,347.19 (27,371.00)



Cash Flow From Financing Activities:

(389,835.86) (599,486.59)

Cash and Cash Equivalents at the end of the Year 6,157.95 35,606.14

Cash and Cash Equivalents at the end of the Year comprises of As at 31 March 2019

As at 31 March 2018

867.58

TOTAL 6,157.94 35,606.15

Notes


This is the Consolidated Cash Flow Statement referred to in our For and on behalf of the Board of Directors report of even date


DIN- 08140223 DIN- 01715298


Punit Arora



CON

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2 Basis of Consolidation and Statement of compliance

2.1 Non Controlling Interest includes in respect of:

NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2019




Name of the Entity Proportion of Ownership Interest31st March 2019 31st March 2018 31st March 2017

Statement of compliance



In respect of Religare Finvest Limited

In respect of Religare Housing Development Finance Corporation Limited (Subsidiary)





3.3.1.2 The Solely payments of principal and interest (SPPI) Test








line.






Stage 1:

Stage 2

Stage 3:


PD - EAD -

LGD -

Stage 1:

Stage 2:

Stage 3:










3.11 Leasing





3.11.1 Group as a lessee


minimum lease payments.


3.12.1 Other Income

3.12.2 Dividend income


value.


estimates.






Useful life of Asset (in year) as estimated by the

Group

assets.


any.

disposal and its value in use.

3.17 Repossesed Assets held for sale





asset.

3.19 Provisions





3.20 Taxes

3.20.1 Current tax

3.20.2 Deferred tax







3.22 Non-current assets held for sale and disposal Group






3.24 Fully and Partially Paid Debentures

3.25 Earning Per Share

3.26 Segment Reporting






Estimates and assumptions






asset.







6 Cash and cash Equivalents


As at 31 March 2018

As at 1 April 2017

855.57

Total 6,157.94 35,606.15 139,087.85



As at 31 March 2018

As at 1 April 2017

Fixed Deposits balance with Banks

than 12 months

Total 79,361.12 85,467.18 1,619.12

Fixed deposit with banks earns interest at applicable bank deposit rates.

In Respect of Religare Finvest Limited




As at 1 April 2017

16.65

Total 220.70 6,857.12 3,617.39





8 ReceivablesParticulars As at

31 March, 2019 As at

31 March, 2018 As at

1 April 2017 Trade Receivables

Total (0.01) - 1.73

Total - - 1.73

9 LoansParticulars As at

31 March 2019As at

31 March 2018As at

1 April 2017


Term Loans:

In respect of RHDFC Limited (Subsidiary)

Total - Gross 780,976.95 1,065,728.31 1,490,545.37


In respect of RHDFC Limited (Subsidiary)

Total - Impairment loss allowance 247,722.19 122,596.90 17,692.62

Total - Net 533,254.76 943,131.41 1,472,852.75






As at 31 March 2018

As at 1 April 2017

Total - Gross 780,976.95 1,065,728.31 1,490,545.37

Total (B)-Net 533,254.76 943,131.41 1,472,852.75

Total (C) (I) - Gross 780,976.96 1,065,728.31 1,490,545.37

Total (C) (I) - Net 533,254.76 943,131.41 1,472,852.75

Total (C) (II) - Net - - -

Total (C) (I) and (C) (II) 533,254.76 943,131.41 1,472,852.75

Notes






investigation.


loan.





In r

espe

ct o

f Rel

igar

e Fi

nves

t Li

mit

ed9.

10 C

redi

t Q

ualit

y of

Ass

ets

A

. Cor

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Book

Inte

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Rat

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31

Mar

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1931

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17St

age 1

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age 3

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31 M

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31 M

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Stag

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9.10

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A

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Part

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As a

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As a

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18

Stag

e 1St

age 2

Stag

e 3To

tal

Stag

e 1St

age 2

Stag

e 3To

tal

212

.27

Gros

s car

ryin

g am

ount

Clo

sing b

alan

ce 26

2,57

1.70

60

,275

.58

127,

466.

54

450,

313.

82

514,

003.

40

85,2

76.4

1 10

0,50

8.73

69

9,78

8.54





C. C

apita

l Mar

ket F

undi

ng

Part

icula

rs

As a

t 31 M

arch

2019

A

s at 3

1 Mar

ch 20

18

Stag

e 1St

age 2

Stag

e 3To

tal

Stag

e 1St

age 2

Stag

e 3To

tal

2.5

6

Gros

s car

ryin

g am

ount

Clo

sing b

alan

ce -

- 18

,475

.11

18,4

75.1

1 3,

380.

97

- 33

,477

.19

36,8

58.1

6

9.10

.2

Reco

ncili

atio

n of

ECL b

alan

ce :

A. C

orpo

rate

Loan

Boo

k Part

icula

rs A

s at 3

1 Mar

ch 20

19

As a

t 31 M

arch

2018

Stag

e 1St

age 2

Stag

e 3To

tal

Stag

e 1St

age 2

Stag

e 3To

tal

514

.27

71.

27

615

.81

ECL -

Clo

sing b

alan

ce -

- 21

1,77

5.00

21

1,77

5.00

97

.16

1,35

0.50

10

1,06

9.63

10

2,51

7.29





B. SM

E-Fi

nanc

ePa

rticu

lars

As a

t 31 M

arch

2019

A

s at 3

1 Mar

ch 20

18

Stag

e 1St

age 2

Stag

e 3To

tal

Stag

e 1St

age 2

Stag

e 3To

tal

28.

25

ECL -

Clo

sing b

alan

ce 1,

189.

10

293.

70

18,7

52.4

9 20

,235

.29

2,35

2.40

39

0.04

14

,183

.99

16,9

26.4

3

C. C

apita

l Mar

ket F

undi

ngPa

rticu

lars

As a

t 31 M

arch

2019

A

s at 3

1 Mar

ch 20

18

Stag

e 1St

age 2

Stag

e 3To

tal

Stag

e 1St

age 2

Stag

e 3To

tal

886

.17

ECL -

Clo

sing b

alan

ce -

- 13

,831

.45

13,8

31.4

5 13

.52

- 1,

207.

78

1,22

1.30





In r

espe

ct o

f Rel

igar

e H

ousi

ng D

evel

opm

ent

Fina

nce

Corp

orat

ion

Lim

ited

(Sub

sidi

ary)

9.11

. H

ousi

ng L

oans

911.

1 Cr

edit

Qua

lity

of A

sset

s

Part

icul

ars

31 M

arch

201

931

Mar

ch 2

018

1 Ap

ril 2

017

Stag

e 1

Stag

e 2

Stag

e 3

Tota

lSt

age

1 St

age

2 St

age

3 To

tal

Stag

e 1

Stag

e 2

Stag

e 3

Tota

lPe

rfor

min

g

Non

- per

form

ing

665

.52

665

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242

.72

242

.72

Tota

l49

,079

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,102

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68

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,807

.48

70,

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22

75,

359.

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157.

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977.

31

9.11

.2 A

n an

alys

is o

f ch

ange

s in

the

gro

ss c

arry

ing

amou

nt a

nd t

he c

orre

spon

ding

Pro

visi

ons

allo

wan

ces

in r

elat

ion

to H

ousi

ng L

oans

is, a

s fo

l-lo

ws:

Part

icul

ars

31 M

arch

201

931

Mar

ch 2

018

Stag

e 1

Stag

e 2

Stag

e 3

Tota

lSt

age

1 St

age

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age

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tal

24.

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94

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55,

656.

68

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050.

51

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,807

.48

70,

374.

22





9.11

.3

Reco

ncili

atio

n of

Pro

visi

ons

in r

elat

ion

to H

ousi

ng L

oan

is g

iven

bel

ow:

Part

icul

ars

31 M

arch

201

931

Mar

ch 2

018

Stag

e 1

Stag

e 2

Stag

e 3

Tota

lSt

age

1 St

age

2 St

age

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tal

Prov

isio

n - o

peni

ng b

alan

ce -

445

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18.

48

556

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Pro

visi

on -

clos

ing

bala

nce

810

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- 7

53.2

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791

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- 7

54.3

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.88

In r

espe

ct o

f Rel

igar

e H

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ng D

evel

opm

ent

Fina

nce

Corp

orat

ion

Lim

ited

(Sub

sidi

ary)

9.12

. N

on-H

ousi

ng L

oans

9.12

.1 C

redi

t qu

alit

y of

ass

ets

Part

icul

ars

31 M

arch

201

931

Mar

ch 2

018

1 Ap

ril 2

017

Stag

e 1

Stag

e 2

Stag

e 3

Tota

lSt

age

1 St

age

2 St

age

3 To

tal

Stag

e 1

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e 2

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e 3

Tota

l

Perf

orm

ing

664

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Non

- per

form

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116

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16,

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11

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17,9

92.0

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7,02

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64.6

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7,94

4.95





9.12

.2 A

n an

alys

is o

f cha

nges

in t

he g

ross

car

ryin

g am

ount

and

the

cor

resp

ondi

ng P

rovi

sion

s al

low

ance

s in

rel

atio

n to

Non

-Hou

sing

loan

s is

, as

follo

ws:

Part

icul

ars

31 M

arch

201

931

Mar

ch 2

018

Stag

e 1

Stag

e 2

Stag

e 3

Tota

lSt

age

1 St

age

2 St

age

3 To

tal

Gro

ss c

arry

ing

amou

nt o

peni

ng b

alan

ce 5

18.6

2 6

64.6

1

Gro

ss c

arry

ing

amou

nt C

losi

ng b

alan

ce 1

5,36

9.48

1

,217

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224

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16,

811.

34

16,

570.

11

903

.36

518

.62

17,

992.

09

9.12

.3 R

econ

cilia

tion

of P

rovi

sion

s in

rel

atio

n to

Non

-Hou

sing

loan

s is

giv

en b

elow

:Pa

rtic

ular

s31

Mar

ch 2

019

31 M

arch

201

8St

age

1 St

age

2 St

age

3 To

tal

Stag

e 1

Stag

e 2

Stag

e 3

Tota

lPr

ovis

ion

- ope

ning

bal

ance

244

.61

- 2

42.8

7 4

6.26

26.

81

24.

54

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4

Prov

isio

n - C

losi

ng b

alan

ce 2

71.4

2 -

45.

76

317

.18

244

.61

- 1

41.3

9 3

86.0

0





10 Investments


As at 31 March 2018

As at 1 April 2017

442.47

Investments measured at Amortised Cost

Total - Gross (A) 26,691.53 37,223.74 88,372.63

Total (B) 26,691.53 37,223.74 88,372.63

Total - Net D= (A)-(C) 13,686.83 31,223.74 88,372.63

11 Other Financial assetsParticulars As at

31 March 2019 As at

31 March 2018 As at

1 April 2017

87.64

117.12

Total 7,721.16 7,594.61 12,868.24

lien.





12 Current Tax assets Particulars As at

31 March 2019 As at

31 March 2018 As at

1 April 2017

Total 26,400.50 21,409.59 13,194.09

13 Deferred tax Assets (Net)Particulars As at

31 March 2019 As at

31 March 2018 As at

1 April 2017

(A) Deferred tax assets 265.85

287.47

87.11 156.62

Total (A) 50,238.14 50,616.22 28,062.97

778.52

Total (B) 809.94 1,023.23 1,133.83

49,428.20 49,592.99 26,929.14






14

Prop

erty

, pla

nt a

nd e

quip

men

t

Part

icul

ars

Gro

ss ca

rryi

ng a

mou

nt

Accu

mul

ated

Dep

reci

atio

n N

et ca

rryi

ng a

mou

nt

As a

t 1

April

201

8Ad

just

men

ts

Adju

stm

ents

A

s at

31 M

arch

201

9 As

at

1 Ap

ril 2

018

For

the

year

Adj

ustm

ents

As a

t 31

Mar

ch 2

019

As a

t 31

Mar

ch 2

019

As a

t 31

Mar

ch 2

018

2.2

5 2

.25

2.2

5 2

.25

men

ts 1

1.25

6

.54

188

.45

164

.87

45.

85

26.

87

48.

76

Sub

-Tot

al

913

.35

33.

13

63.

51

882

.97

334

.35

239

.16

14.

94

558

.57

324

.40

579

.00

Asse

t tak

en o

n Fi

nanc

e Le

ase

Vehi

cles

155

.11

18.

64

Sub

-Tot

al

155

.11

18.

64

53.

63

120

.12

62.

04

39.

61

13.

06

88.

59

31.

54

93.

07

Tota

l 1

,068

.46

51.

77

117

.14

1,0

03.0

9 3

96.3

9 2

78.7

7 2

8.00

6

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6 3

55.9

4 6

72.0

7

Part

icul

ars

Gro

ss ca

rryi

ng a

mou

nt

Accu

mul

ated

Dep

reci

atio

n N

et ca

rryi

ng a

mou

nt

As a

t 1

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201

7 (D

eem

ed

Cost

)

Adju

stm

ents

Ad

just

men

ts

As a

t 31

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ch 2

018

As a

t 1

April

201

7 (D

eem

ed

Cost

)

For

the

year

Adj

ustm

ents

As a

t 31

Mar

ch 2

018

As a

t 31

Mar

ch 2

018

As a

t 31

Mar

ch 2

017

2.2

5 2

.25

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.25

men

ts 1

74.4

5 1

4.25

1

88.4

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74.4

5

164

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164

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11

164

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68.

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-Tot

al

1,0

47.0

5 8

2.71

2

16.4

1 9

13.3

5 -

372

.63

38.

28

334

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579

.00

1,0

47.0

5 As

set t

aken

on

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nce

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eVe

hicl

es 1

55.1

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16.8

4 Su

b -T

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3 -

160

.62

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3 To

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3

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3

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9 6

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7 1

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.78





15

Inta

ngib

le a

sset

s15

( a)

Oth

er In

tang

ible

ass

ets

Part

icul

ars

Gro

ss ca

rryi

ng a

mou

nt

Accu

mul

ated

Dep

reci

atio

n N

et ca

rryi

ng a

mou

nt

As a

t 1

April

201

8Ad

just

men

ts

Adju

stm

ents

A

s at

31 M

arch

201

9 As

at

1 Ap

ril 2

018

For

th

e ye

ar

Adju

stm

ents

As a

t 31

Mar

ch 2

019

As a

t 31

Mar

ch 2

019

As a

t 31

Mar

ch 2

018

856

.22

645

.68

Tota

l 5

10.3

3 3

45.8

9 -

856

.22

89.

69

120

.85

- 2

10.5

4 6

45.6

8 4

20.6

4

Part

icul

ars

Gro

ss ca

rryi

ng a

mou

nt

Accu

mul

ated

Dep

reci

atio

n N

et ca

rryi

ng a

mou

nt

As a

t 1

April

201

7 (D

eem

ed

Cost

)

Adju

stm

ents

Ad

just

men

ts

As a

t 31

Mar

ch 2

018

As a

t 1

April

201

7 (D

eem

ed

Cost

)

For

th

e ye

ar

Adju

stm

ents

As a

t 31

Mar

ch 2

018

As a

t 31

Mar

ch 2

018

As a

t 31

Mar

ch 2

017

172

.17

172

.17

Tota

l 1

72.1

7 3

38.1

6 -

510

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- 8

9.69

-

89.

69

420

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172

.17

15(b

) Goo

dwill

(on

Cons

olid

atio

n)Pa

rtic

ular

s G

ross

carr

ying

am

ount

Ac

cum

ulat

ed D

epre

ciat

ion

Net

carr

ying

am

ount

As a

t 1

April

201

8Ad

just

men

ts

Adju

stm

ents

A

s at

31 M

arch

201

9 As

at

1 Ap

ril 2

018

For

th

e ye

ar

Adju

stm

ents

As a

t 31

Mar

ch 2

019

As a

t 31

Mar

ch 2

019

As a

t 31

Mar

ch 2

018

Tota

l 4

72.0

5 -

- 4

72.0

5 -

- -

- 4

72.0

5 4

72.0

5

Part

icul

ars

Gro

ss ca

rryi

ng a

mou

nt

Accu

mul

ated

Dep

reci

atio

n N

et ca

rryi

ng a

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nt

As a

t 1

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201

7 (D

eem

ed

Cost

)

Adju

stm

ents

Ad

just

men

ts

As a

t 31

Mar

ch 2

018

As a

t 1

April

201

7 (D

eem

ed

Cost

)

For

th

e ye

ar

Adju

stm

ents

As a

t 31

Mar

ch 2

018

As a

t 31

Mar

ch 2

018

As a

t 31

Mar

ch 2

017

Tota

l 4

72.0

5 -

- 4

72.0

5 -

- -

- 4

72.0

5 4

72.0

5





16 Other Non Financial AssetsParticulars As at

31 March 2019As at

31 March 2018As at

1 April 2017

157.22

cial Assets

Total 22,945.95 30,745.99 30,941.15

17 Debt SecuritiesParticulars As at

31 March 2019As at

31 March 2018As at

1 April 2017

Debt Securities measured at Amortised Cost -

Total - 24,093.44 123,091.60

A. Privately Placed Secured Redeemable Non Convertible Debentures

Series (%) p.a.

Date of Allotment

Redemption Due On

As at 31 March 2019

As at 31 March 2018

As at 1 April 2017

tion A





Series (%) p.a.

Date of Allotment

Redemption Due On

As at 31 March 2019

As at 31 March 2018

As at 1 April 2017

- -

B. Publicly Placed Secured Redeemable Non Convertible Debentures

Series Coupon Rate (%) p.a.

Date of Allotment

Redemption Due On

As at 31 March 2019

As at 31 March 2018

As at 1 April 2017

Sub-Total (B) - 3,693.44 10,891.60 Total (A+B) - 24,093.44 125,091.60

Details of buyback of Debentures during the pervious year:Particulars As at

31 March 2019 As at

31 March 2018 As at

1 April 2017 (Amount in INR

Month

(Amount in INR

Month

(Amount in INR

Month







As at 31 March 2018

As at 1 April 2017

Borrowings measured at Amortised CostSecured(a) Term loans

(b) Finance lease obligations(c) Loans repayable on demand

Unsecured

Total (A) 586,449.22 864,385.47 1,209,961.89

Total (B) to tally with (A) 586,449.22 864,385.47 1,209,961.89

(A) Secured Term Loans from BanksRepayment Term Sanctioned Tenor As at

31 March 2019 As at

31 March 2018 As at

1 April 2017

Annually

Semi Annually

172.16

Total (A) 489,472.70 752,941.48 1,047,138.96







(B) Secured Term Loans from OthersRepayment Term Sanctioned Tenor As at

31 March 2019 As at

31 March 2018 As at

1 April 2017

251.61

Total (B) 34,861.84 47,456.20 73,797.43


(C) Details of Commercial PaperParticulars As at

31 March 2019 As at

31 March 2018 As at

1 April 2017 8

Net Outstanding Balance - - 10,677.51

(D) Finance lease obligations

vehicles.





(E) Secured Loans Repayable on demand

deposit.

(F)

19 Subordinated Liabilities

31 March 2019

31 March 2018

- - -

(i) Unsecured Term Loans from BanksRepayment Term Sanctioned

Tenor As at

31 March 2019 As at

31 March 2018 As at

1 April 2017

Total 34,794.41 34,700.47 34,606.53





(ii) Unsecured Debentures

(%) p.a.

Date of Allotment

As at 31 March 2019

As at 31 March 2018

As at 1 April 2017

Redemption Due On

Total 22,000.00 22,000.00 43,780.00

20 Other Financial liabilities


As at 31 March 2018

As at 1 April 2017

71.44

Total 14,386.53 18,583.07 35,613.75





21 Provisions


As at 31 March 2018

As at 1 April 2017

77.51 217.87

452.55

Total 336.96 352.77 670.42



As at 31 March 2018

As at 1 April 2017

415.24

Total 2,933.55 9,889.09 11,679.21

23 Equity Share Capital


As at 31 March 2018

As at 1 April 2017

Authorized

Total 40,000.00 40,000.00 40,000.00

Issued

Total 26,772.03 26,772.03 26,772.03

Subscribed and paid up

Total 26,209.53 26,209.53 26,209.53





(a) Reconciliation of number and amount of SharesParticulars As at March 31, 2019 As at March 31, 2018 As at 1 April 2017

Number of Shares



(Amount)

Authorised


Balance as at the end of the year (B) 12,500,000 1,250.00 12,500,000 1,250.00 12,500,000 1,250.00

Balance as at the end of the year(C) 46,666,600 4,666.66 46,666,600 4,666.66 46,666,600 4,666.66

Balance as at the end of the year (A+B+C)

400,000,000 40,000.00 400,000,000 40,000.00 400,000,000 40,000.00

Issued

Balance as at the end of the year (A) 267,720,287 26,772.03 267,720,287 26,772.03 267,720,287 26,772.03 Subscribed and Paid up


(b) The rights, preferences and restrictions attaching to equity shares including restriction on the distribution of dividend and the repayment of capital is as under:

(c) Shares held by holding CompanyParticulars As at

31 March 2019As at

31 March 2018As at

1 April 2017Religare Enterprises Limited (Holding Company) and its nomi-nees

Total 22,445.41 22,445.41 18,945.41





(d) Details of shares held by shareholders holding more than 5% of the aggregate shares in the CompanyName of the shareholder


Number of shares

% of holding

in the class

Number of shares

% of hold-ing in the

class

Number of shares

% of holding

in the class

(e) The particulars of shares reserved for issue under options

(f)

(g)


31 March 2019 As at

31 March 2018 As at

1 April 2017 Securities premium (SP)

Closing balance 213,640.65 213,640.65 213,640.65 Debenture Redemption Reserve (DRR) (Refer note 24.1)

Closing balance - 923.36 2,722.90 General reserve (GR)

Closing balance 24,437.47 23,514.11 21,714.57 Statutory Reserve (Refer note 24.2)

Closing balance 31,047.42 30,853.94 30,690.91 Retained earnings

Closing balance (218,993.81) (64,870.81) 29,645.49






As at 31 March 2018

As at 1 April 2017

Other Comprehensive Income

Closing balance 9.49 (18.82) (99.17)Total other equity 50,141.22 204,042.43 298,315.35



Debenture Redemption Reserve (DRR):


Statutory reserve:


The Reserve Bank of India Act, 1934:






Retained earnings:

24.1

24.2

25 Interest Income


Year ended31-Mar-18

Interest on loans

Total 78,284.54 136,806.38



Year ended31-Mar-18

572.61

Total 394.39 572.61

27 Other Income


Year ended31-Mar-18

Others

26.21

66.16

485.67

Total 10,255.60 15,836.69





28 Finance Costs


Year ended31-Mar-18


12.54

Total 81,090.51 119,988.53



Year ended31-Mar-18

12.82

Total 67.86 608.57


Year ended31-Mar-18

Total 11,308.57 14,586.45


Year ended31-Mar-18

Investments

Total 132,676.34 111,313.29



Year ended31-Mar-18

278.78

Total 399.63 579.16





33 Other expenses


Year ended31-Mar-18

278.62

55.54

14.15

46.86

147.88 245.68

54.14

771.57

2.24

Total 19,819.29 29,013.56

33.1


Year ended31-Mar-18

* Auditors' Remuneration

2.75

15.47

Total 53.40 60.97





33.2 (b) Amount spent during the year on:

Partilculars In cash Yet to be paid


Particulars 2018-19 2017-18

INR Lacs INR Lacs

Earnings per equity share INR INR





35 (a) Contingent liabilities and commitments(i) Contingent liabilitiesParticulars As at

March 31, 2019As at

March 31, 2018As at

April 1, 2017(a) Claims against the company not acknowledged as debts(b) Guarantees

15.85

(c) Show Cause Notice issued by RBI for imposing penalty (refer note 1)(d) Others

Total 14,251.16 26,489.02 29,782.25



claims.

Legal claims

(ii) Commitments



As at April 1, 2017

582.58

Total 482.78 598.58 3,540.62





(iii)


(iv) (a)

(b

(v) (a)

(b)

(c)

35 (b







As at April 1, 2017

this Act



Opening balances

Movements

Closing balances

36 Leases


36.1.1 Future minimum lease payments under non–cancellable operating leases as at 31 March are, as follows:

ParticularsAs at

31 March, 2019As at

31 March, 2018As at

April 1, 2017

Total 673.81 467.01 632.31







As at April 1, 2017

45.84

4.79 23.03 87.14

25.17 75.88 77.54 288.87

Total 45.84 153.42 474.30

18.75

Total 41.05 130.39 387.16

37 Related Party Disclosures

List of Related Parties as on 31 March, 2019

Related Party Type Nature of Relationship Name of Party






c

any such individual

d






e

Scheme

Related Party DisclosuresList of Related Parties as on March 31, 2018







c






d

place






e

Scheme

Following transactions were carried out with related parties at Arm’s Length Basis and in the ordinary course of business as at and for the period ended march 31, 2019

Sr. No.


As at and for the period Ended

March 31, 2019

As at and for the year Ended March 31, 2018

1 FINANCING TRANSACTIONS

given

Inter Corporate Loans Given Total

- 33,850.00

eInter Corporate Loans Received Back Total

- 5,975.46

2 INVESTMENTS TRANSACTIONS

e

Commercial Papers Total

- 64,034.77





Sr. No.



March 31, 2019


e

Commercial Papers Total

- 94,393.65

3 OTHER RECEIPTS AND PAYMENTS

ePurchase of Fixed Asset Total

0.45 0.07

Sale of Fixed Assets Total

1.35 -

Security Deposits Received Total

2.00 2.00

Security Deposits Paid Back Total

2.00 2.00

724.82 Security Deposits Received Back Total

- 724.82

Group Insurance Premium Paid Total

90.12 83.61

4 INCOME *





Sr. No.



March 31, 2019


e

(Net Reversed-Due to

NPA) on Inter Corporate Loans Total

(642.14) 2,115.91

eInterest Earned on - 1,702.37

24.17

Commission Income (Net of Claw Back)Total

17.92 24.17

Allocation of Expenses to other Companies Total

- 0.14

55.52 76.61

2.87

2.22

Expenses

Support Service by other Companies Total

729.00 138.27

5 EXPENSES *

Sitting Fee d

d





Sr. No.



March 31, 2019


d

d

d

d

d

d

Salary and remuneration

d

d d d 112.68 d

Remuneration to Key Management Personnel Total

440.22 163.47

27.56 25.81

Contribution to Post

Plans Total

55.09 217.87

Depository Charges Total

0.07 0.23

Brokerage Expense Total - 0.16

Allocation of Expenses by other Companies Total

1,247.57 2,436.59

158.58





Sr. No.



March 31, 2019


ee

Expenses Reimbursement to other Companies Total

180.72 94.18

Following transactions were carried out with related parties at Arm’s Length Basis and in the ordinary course of business as at and for the period ended march 31, 2019

Sr. No.

Nature of Transactions

Name of the Related Party

Related Party Type



As at April 01, 2017

6 OUTSTANDING BALANCES

6A PAYABLES

dDebentures Outstanding Total

- - 4.00

d 2.82 Interest Payable on Debentures Total

- - 2.82

Security Deposit Payable Total

20.38 20.38 20.38

1.15

1.87 7.56


6B RECEIVABLES





Sr. No.



Related Party Type




675.46

e

Outstanding Inter Corporate Loans Total

31,050.00 31,050.00 3,175.46

e 11.86

Expected Credit Loss on Outstanding Inter Corporate Loans Total

3,105.00 1,447.66 14.96

e

Interest Receivable on Inter Corporate Loans Total

- 995.30 101.95

e

Commercial Paper Total

- - 21,110.18

81.46

e 16.46





Sr. No.



Related Party Type




Interest Receivable on Commercial Paper Total

- - 97.92

Security deposit Receivable Total

- 1,178.53 1,903.34

2.77 7.78

e

e

e

Other Receivables Total

1,718.56 232.60 101.79





38

Info

rmat

ion

abou

t Pr

imar

y Bu

sine

ss S

egm

ent

Part

icul

ars

Inve

stm

ent A

ctiv

ities

Fina

ncin

g Ac

tiviti

esUn

allo

cate

dTo

tal

Yea

r End

ed

31 M

arch

, 201

9 Y

ear E

nded

31

Mar

ch, 2

018

Yea

r End

ed

31 M

arch

, 201

9 Y

ear E

nded

31

Mar

ch, 2

018

Yea

r End

ed

31 M

arch

, 201

9 Y

ear E

nded

31

Mar

ch, 2

018

Yea

r End

ed

31 M

arch

, 201

9 Y

ear E

nded

31

Mar

ch, 2

018

(i) S

egm

ent R

even

ue

Tot

al R

even

ue

6,0

22.2

5 1

1,91

2.11

8

5,51

2.94

1

47,2

65.3

0 3

45.9

9 3

21.5

8 9

1,88

1.18

1

59,4

98.9

9

Asse

ts

Tot

al A

sset

s 9

8,74

7.35

1

18,6

57.6

1 5

62,4

62.8

3 1

,013

,778

.98

79,

324.

55

74,

257.

71

740

,534

.73

1,2

06,6

94.3

0 1

7.57

Tot

al L

iabi

litie

s *

124

,437

.53

126

,042

.97

539

,244

.65

850

,022

.01

501

.81

377

.36

664

,183

.99

976

,442

.34

7.1

1 2

1.76

48.

67







39.2 Fair value hierarchy

Level 1:

Level 2:

Level 3:

Financials Insturments






A. Financial instruments by category





Financial Assets

Investments

Total 6,691.53 - 633,490.28 17,223.74 - 1,085,799.35 47,262.45 - 1,667,539.87


Total - - 658,452.11 - - 963,860.04 - - 1,449,285.73

B. Fair value hierarchy




Financial Assets

alents

Investments :-

442.47







Total 3,734.46 1,936.81 634,510.54 13,235.92 1,680.70 1,088,106.47 37,526.62 1,316.00 1,675,959.70


Total - - 658,452.11 - - 963,860.04 - - 1,447,285.73

39.3 Valuation Techniques Non-current assets and liabilities held for sale





Patic

ular

sAs

at 3

1 M

arch

201

9As

at 3

1 M

arch

201

8As

at 1

Api

l 201

7

Carr

ying

Am

ount

Fair

Val

ueCa

rryi

ng

Amou

ntFa

ir V

alue

Carr

ying

Am

ount

Fair

Val

ue

Leve

l-1Le

vel-2

Leve

l-3Le

vel-1

Leve

l-2Le

vel-3

Leve

l-1Le

vel-2

Leve

l-3

Fina

ncia

l Ass

ets

lent

s

Inve

stm

ents

Tota

l63

3,49

0.28

-

- 63

3,49

0.28

1

,085

,799

.35

- -

1,0

85,7

99.3

5 1

,646

,429

.69

- -

1,6

46,4

29.6

9

Fina

ncia

l Lia

bilit

ies

Tota

l65

8,45

2.11

-

- 65

8,45

2.11

9

63,8

60.0

4 -

- 9

63,8

60.0

4 1

,447

,285

.73

- -

1,4

47,2

85.7

3





40 Risk Management








40.1.4 Credit Risk

For Religare Housing Development Finance Corporation Limited:

40.1.5 Market risk

40.1.6 Liquidity risk

40.1.7 Interest rate risk

40.1.8 Prepayment risk





40.1.9 Operational and business risk

40.1.10 Risk Mitigation and Risk culture For Religare Housing Development Finance Corporation Limited:


For Religare Finvest Limited:



continuing involvement





41 Incom’e tax


31-Mar-18Year ended

Current tax Total 158.42 288.67

226.85

Deferred tax Total

Total tax charge 323.21 (22,375.19)

Deferred tax



31-Mar-18Year ended

Computed tax expense based on applicable tax rate to Group Companies. 284.24 526.05

2.51

Current Tax Provision (C) 158.42 288.67

(62.06) -

Deferred Tax Provision (Refer Note 41 above) (E) 226.85 (22,663.86)

323.21 (22,375.19)





41.2 Deferred tax


AssetsDeferred tax


31-Mar-19 31-Mar-19 31-Mar-19 31-Mar-19

26.44

assets 445.82

87.11

-

-

-

-

Total 50,239.62 811.42 164.79 -


AssetsDeferred tax


31-Mar-18 31-Mar-18 31-Mar-18 31-Mar-18 276.11

assets 287.88 4.87

217.62

Total 50,624.12 1,031.13 (22,663.86) -






AssetsDeferred tax

liabilities

1-Apr-17 1-Apr-17 274.75

151.47

778.52

575.87

Total 28,071.87 1,142.73

42 Maturity analysis of assets and liabilities

Particulars31-Mar-19 31-Mar-18 1-Apr-17

Within 12 months

After 12 months


After 12 months


After 12 months

Total

Assets

Investments

645.68 645.68 172.17 172.17

124.48 Total Assets 354,831.06 385,703.66 740,534.73 577,874.32 628,819.98 1,206,694.30 747,382.22 1,040,982.61 1,788,364.83

LIABILITIES Financial Liabilities

(I)Trade Payables





Particulars31-Mar-19 31-Mar-18 1-Apr-17

Within 12 months

After 12 months


After 12 months


After 12 months

Total

Total liabilities 278,816.75 382,905.87 661,722.62 392,355.03 581,746.87 974,101.90 571,824.99 889,810.37 1,461,635.36 Net 76,014.31 2,797.79 78,812.11 185,519.29 47,073.11 232,592.40 175,557.23 151,172.24 326,729.47



43.1.1 The Group has applied the following exemptions - Mandatory Exemptions

(i) Estimates





For Religare Finvest Limited:

advances.


43.1.2 The Group has applied the following exemptions - Optional Exemptions

(i) Property, plant and equipment & Intangible assets

(ii) Employee Stock Option Plans






43.2.1 Balance Sheet reconciliationParticulars 31 March 2018 1 April 2017

Previous GAAP

Adjustments Ind AS Previous GAAP

Adjustments Ind AS

Financial Assets

Investments

Total(A) 1,075,164.21 27,858.88 1,103,023.09 1,702,375.39 12,426.93 1,714,802.32

172.17 172.17

Total(B) 104,442.91 (771.70) 103,671.21 74,977.50 (1,414.99) 73,562.51 Total(A+B) 1,179,607.12 27,087.18 1,206,694.30 1,777,352.89 11,011.94 1,788,364.83 Liabilities and equityLiabilitiesFinancial liabilities

Total(A) 965,037.86 (1,177.82) 963,860.04 1,451,211.53 (1,925.80) 1,449,285.73

Total(B) 10,233.81 8.05 10,241.86 12,345.59 4.04 12,349.63 Total Liabilities C = A+B 975,271.67 (1,169.77) 974,101.90 1,463,557.12 (1,921.76) 1,461,635.36

Total equity (D) 204,335.45 28,256.95 232,592.40 313,795.77 12,933.70 326,729.47 Total liabilities and equity 1,179,607.12 27,087.18 1,206,694.30 1,777,352.89 11,011.94 1,788,364.83





Particular Previous GAAP Adjustments Ind ASRevenue from operations

572.61 572.61 Total revenue from operations 137,834.71 5,827.59 143,662.30

Total income 153,153.35 6,345.64 159,498.99

Total expenses 285,093.58 (9,004.02) 276,089.56

(131,940.23) 15,349.66 (116,590.57)Tax Expense:

288.66 288.66

(109,460.32) 15,244.95 (94,215.37)

Other Comprehensive Income

- - - -

Other Comprehensive Income (A + B) (X) - 78.30 78.30

(loss) and other comprehensive income for the year) (IX+X) (109,460.32) 15,323.25 (94,137.07)

Total (109,460.32) 15,244.95 (94,215.37)

Other Comprehensive Income attributable to: - -

Total - 78.30 78.30

Total Comprehensive Income attributable to:

Total (109,460.32) 15,323.25 (94,137.07)





2018 Particulars Equity Reconciliation

Reconciliation1-Apr-17 31-Mar-18 Year ended

March 31, 2018

Ind AS adjustments:

476.68

165.67

Shareholder’s equity as per Ind AS 324,524.88 230,251.96 (94,272.92)

closed.Notes to reconciliation of total equity and total comprehensive income

cost.

2 Assignment & Securitisation (EIS,ECL & Premium)

3 Impact on application of Expected Credit Loss method

4 Fair valuation of security deposits

6 Lease Equalisation





For Religare Housing Development Finance Corporation Limited:7 Deferred Tax Impact on Ind AS adjustments

44 Other Notes

Name of the Entity Net Assets (Total Assets minus Total

Liabilities)As % of

Consolidated Net Assets

Amount (Rs) As % of Consolidated

Amount (Rs)

(1) (2) (3) (4) (5)Parent*

76.67

Subsidiary - Indian*

Total 100.00 76,350.74 (100.00) (153,803.75)

Type of Scheme ESOP Scheme 2013 (Series - I) ESOP Scheme 2013 (Series - II)

attained attained

methods methods

Scheme No. of Op-tions out-

standing as on

1 April, 2018

Issued During

the Year

Cancellation of Options During the

Year

Options Exercised during the

Year

Number of Options outstanding as on

31 March, 2019

Exercisable as at 31 March, 2019

Total 12,225,000 - 7,709,000 - 4,516,000 4,516,000





* Business Scenario ESOPs vesting (Series - I) % of options allotted

ESOPs vesting (Series - II) % of options allotted

45

46 Previous Year Figures

The Notes are an integral part of these Financial Statements

Signature to Note no. 1 to 46 forming part of the Consolidated Financial Statements



DIN- 08140223 DIN- 01715298


Punit Arora



SALIENT FEATURES OF FINANCIAL STATEMENTS OF SUBSIDIARY AS PER COMPANIES ACT, 2013 AS AT AND FOR THE YEAR ENDED MARCH 31, 2019

S. No.

Particulars As at and for the Year Ended March 31, 2019

1 1

2

4

5

6

7

8

Investments

11

12

14

15


Malay Kumar Sinha Dr. Rashmi Saluja

DIN- 08140223 DIN- 01715298

Sanjay Dattatray Palve Gaurav Kaushik

Punit Arora

XXIV Annual Report 2018-19 - Religare Finvest · 2019. 12. 17. · XXIVth Annual Report 2018-19...

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Transcript of XXIV Annual Report 2018-19 - Religare Finvest · 2019. 12. 17. · XXIVth Annual Report 2018-19...