Your Directors take pleasure in presenting their 23rd Annual Report on thebusiness and operations of your Company together with the audited financial statementsfor the year ended March 31 2018.
Your Company endeavors to remain one of the leading players in the Asset Managementbusiness in India and enhance its global footprint as well.
FINANCIAL PERFORMANCE AND STATE OF COMPANY'S AFFAIRS
The standalone and consolidated financial statements of the Company for the financialyear ended March 31 2018 have been prepared under the historical cost convention inaccordance with the generally accepted accounting principles in India and in line with theprovisions of the Companies Act 2013 (Act). The financial highlights (on a consolidatedand standalone basis) of the Company for the year ended March 31 2018 are as follows:
| || || || ||(Rs.Crores) |
| ||Consolidated ||Standalone |
|Description ||Year ended March 31 2018 ||Year ended March 31 2017 ||Year ended March 31 2018 ||Year ended March 31 2017 |
|Gross Income ||1814.67 ||1435.91 ||1745.99 ||1400.44 |
|Profit before exceptional item and tax ||725.75 ||581.31 ||706.65 ||582.11 |
|Exceptional Items || || || || |
|Profit Before Tax ||725.75 ||581.31 ||706.65 ||582.11 |
|Provision for taxation ||196.65 ||174.50 ||193.82 ||172.71 |
|Provision for Deferred Tax Asset/ (Liability) ||7.16 ||4.85 ||7.98 ||4.62 |
|Profit After Tax before share of minority shareholders ||521.94 ||401.96 ||504.85 ||404.78 |
|Share of Profit from Associates ||0.18 || || || |
|Net Profit ||522.12 ||401.96 ||504.85 ||404.78 |
|Balance carried to Balance Sheet ||965.24 ||1111.68 ||962.89 ||1126.60 |
|Basic EPS of Rs.10 each ||8.74 ||6.85 ||8.45 ||6.90 |
|Diluted EPS of Rs.10 each ||8.73 ||6.85 ||8.44 ||6.90 |
The Consolidated Financial Statements of the Company are forming part of this AnnualReport.
The annual accounts of all the subsidiary companies will be placed on the website ofthe Company and will also be kept at the Registered Office of the Company for inspectionby the Members.
DETAILS OF MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THECOMPANY
There are no material changes and commitments affecting the financial position of theCompany since the date of the financial statements i.e. March 31 2018.
During the year the Company had declared and paid an interim dividend of Rs.5/- perequity share amounting to Rs.368.29 Crore (including dividend distribution tax and otherapplicable taxes/ surcharges). Further the Board has also recommended final dividend ofRs.1/- per equity share subject to approval of the Members at the forthcoming AnnualGeneral Meeting. Accordingly the total dividend payout pertaining to financial year2017-18 i.e. interim dividend along with the final dividend (if declared) for the yearwould amount to Rs.442.07 Crore (including dividend distribution tax and other applicabletaxes/ surcharges).
The final dividend of Rs.1/- per share if approved at the ensuing 23rdAnnual General Meeting will be paid to (i) all those equity shareholders whose namesappear in the Register of Members as on September 14 2018 and (ii) to those whose namesappear as beneficial owners as on September 14 2018 as furnished by the NationalSecurities Depository Limited and Central Depository Services (India) Limited for thispurpose.
The dividend payout is in accondance with the Company's Dividend Distribution Policywhich forms part of this Annual Report.
AMOUNT TO BE CARRIED TO RESERVES
Your Directors do not propose any amount to be transferred to the General Reserves ofthe Company.
MANAGEMENT DISCUSSION AND ANALYSIS
Management Discussion and Analysis Report for the year under review as stipulated underSEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 (ListingRegulations) is presented in a separate section forming part of this Annual Report.
PARTICULARS OF LOANS GUARANTEES AND INVESTMENT
Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to the Financial Statements.
The Company has neither accepted nor renewed any fixed deposits during the year. Thereare no outstanding or unclaimed deposits unclaimed/unpaid interest refunds due to thedeposit holders or to be deposited to the Investor Education and Protection Fund as onMarch 31 2018.
Investment byI Nippon Life Insurance Company
On July 13 2017 Nippon Life Insurance Company (NLI) an existing equity shareholderholding 44.57% stake in the Company acquired an additional 4.43% stake by way of purchaseof equity shares from Reliance Capital Limited (RCL). Post this acquisition the equitystake of NLI in the Company was increased to 49.00% and subsequently NLI was alsoclassified as one of the Promoters of the Company along with RCL.
Issue of Bonus Shares
During the year the Company had allotted 576000000 number of fully paid up equityshares of face value of Rs.10/- each in August 2017 to the Members of the Company inproportion of 1:50. After this allotment your Company's total number of capital base wasincreased from 11520000 equity shares to 587520000 equity shares.
Initial PublicI Offering
The year 2017-18 has been historic for your Company as the Company came out with itsinitial public offering (IPO) and diluted the 10% post issue capital in favor of thepublic. Both the promoters of the Company (i.e. RCL and NLI) also participated in the IPOby way of an offer for sale component and diluted part of their holdings in favor of thepublic. The total IPO size was Rs.1542.24 Crores out of which the Company raised Rs.616.89Crores as primary subscription and the remaining proceeds of Rs.925.37 Crores were towardsoffer for sale.
After the IPO both the promoters cumulatively hold 85.76% of the equity paid up sharecapital of the Company.
Redemption of Preference shares
During the year under review the Company has redeemed all the outstanding 3000000number of preference shares which were issued by the Company in the previous years.
EMPLOYEES STOCK OPTION SCHEME
With the perspective of promoting the culture of employee ownership and to attractretain motivate and incentivize senior as well as critical talent the Company hasformulated Reliance Nippon Life Asset Management Limited - Employee Stock OptionPlan 2017' ("ESOP 2017"/"Plan") as its stock option scheme which waslaunched in August 2017. The Nomination and Remuneration Committee of the Board monitorsthis Plan.
ESOP 2017 is in compliance with the Securities and Exchange Board of India (Share BasedEmployee Benefits) Regulations 2014 (SEBI Regulations).
However having regard to the provisions of first proviso to Section 136(1) of the Actthe Annual Report excluding the aforesaid information is being sent to all the members ofthe Company and others entitled thereto. The said information is available for inspectionat the registered office of the Company on all working days except Saturdays between11:00 A.M. and 1:00 P.M. up to the date of the Meeting. Any member interested in obtainingthe same may write to the Company Secretary and the same will be furnished on request.
The Company has received a certificate from the auditors of the Company that the ESOP2017 has been implemented in accordance with the SEBI Regulations and as per theresolution passed by the members of the Company authorising issuance of the said Options.
COMPLIANCE CULTURE & RISK MANAGEMENT
Your Company is essentially Compliance centric and has a huge focus in this direction.The Compliance function is manned by a dedicated and experienced team of professionals.The Compliance team regularly conducts various educative training programs for varioussegments within the organization. Your Company thrives towards a culture of TotalCompliance' and it has a Zero Tolerance' policy for non-compliances.
Your Company has a comprehensive Risk Management Policy that envisages an enterpriserisk management framework and clearly sets out the objectives & elements of riskmanagement within the organization including the constitution of a Risk Managementdepartment (reporting directly to the CEO and to the Board of Directors) a RiskManagement Committee (RMC) and the underlying mechanisms & processes to be used foridentification monitoring and reporting of various categories of risks including creditmarket liquidity and operational risks. There are well documented & Board approvedpolicies & processes which are in place. In addition proper & adequate InsurancePolicies and business continuity planning have also been adequately put into place.
You will note that the basic revenue model of an asset management company is chargingof management fees on assets under management provided by the investors. In case of aneventuality where the Company repeatedly fails to comply with regulatory norms with regardto investment restrictions and/ or code of conduct or if there are repeated & glaringinstances of fraud/ front-running then the same may be a catastrophic risk for theenterprise. However your Directors would like to assure you that such risks are beingmitigated by putting into place robust & time tested policies & processesqualified & professional manpower to run these processes under the aegis &guidance of your Board of Directors Board Committees and various other internalcommittees consisting of its senior employees.
INTERNAL CONTROL SYSTEMS & THEIR ADEQUACY
The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. To maintain its objectivity and independence the InternalAuditor reports to the Audit Committee.
The Internal Auditor monitors and evaluates the efficacy and adequacy of the internalcontrol system in the Company its compliance with operating systems accountingprocedures and policies. Based on the report of the Internal Auditor process ownersundertake corrective action in their respective areas and thereby strengthen the controls.The Risk Management department follows up on pending audit issues and ensures thatcorrective actions have been taken. Significant audit observations if any and correctiveactions thereon are presented to the Audit Committee of the Board.
Your Directors wish to reiterate your Company's commitment to the highest standards ofcorporate governance in order to enhance the trust of all its stakeholders. Strong androbust corporate governance practices have facilitated your Company in standing up to thecontinued scrutiny of domestic & international investors and that of the Regulatoryauthorities.
The report on Corporate Governance as stipulated under Regulation
34(3) read with Para C of Schedule V of the Listing Regulations is presented inseparate section forming part of this Annual Report.
A Certificate from the auditors of the Company M/s. B S R & Co. LLP CharteredAccountants conforming compliance to the conditions of Corporate Governance as stipulatedunder Para E of Schedule V of the Listing Regulations is enclosed to this Report.
In accordance with Section 177 of the Act and the Listing Regulations the Company hasformulated a Vigil Mechanism to address the genuine concerns if any. The details of thesame have been stated in the Report on Corporate Governance and the policy can be accessedon the Company's website.
CORPORATE SOCIAL RESPONSIBILITY
As part of its initiatives under "Corporate Social Responsibility (CSR)" theCompany has undertaken projects in the areas of promoting healthcare education and ruraldevelopment in accordance with Schedule VII of the Act.
The Annual Report on CSR activities is annexed herewith as Annexure A.
SUBSIDIARIES & ASSOCIATE COMPANY
As of March 31 2018 your Company had three (3) subsidiaries. Two of such subsidiariesare overseas being one each in Singapore and Mauritius and one subsidiary being in India.All the subsidiaries of the Company are engaged in financial services and relatedactivities.
During the year under review Reliance Capital Pension Fund Limited ceased to be asubsidiary of the Company and became Company's associate company.
A statement w.r.t. the performance and the financial position of the subsidiaries ofthe Company is forming a part of the Consolidated Financial Statements of the Company.
The performance of financial position of the subsidiary companies is presented in theManagement Discussions and Analysis Report forming part of this Annual Report. The policyfor determining material subsidiary companies may be accessed on the Company's website athttps://www.reliancemutual.com/InvestorServices/ Pages/Investor-Policies.aspx
KEY MANAGERIAL PERSONNEL
During the year under review the following officials/ employees were the KeyManagerial Personnel' of the Company:
a) Mr. Sundeep Sikka Executive Director & Chief Executive Officer;
b) Mr. Ajay Patel - Manager; c) Mr. Prateek Jain - Chief Financial Officer; and
d) Mr. Deepak Mukhija - Company Secretary.
During the year Mr. Tomonao Gotoda (a Nominee Director of NLI) resigned from thedirectorship w.e.f. April 22 2017. In his place NLI nominated Mr. Takayuki Murai whowas appointed a Director of the Company on the even date.
During the year RCL had nominated Mr. V. N. Kaul for the directorship of the Companyand he was appointed as such effective from June 07 2017. On the very same date Mr. V.N. Kaul was also appointed as the Chairman of the Board.
After the closure of the year 2017-18 following changes have taken place in respect ofyour Company's Board:
Mr. V. N. Kaul Director (a Nominee of RCL) & Chairman of the
Board resigned w.e.f. April 25 2018.
Mr. Kazuhide Toda Director (a Nominee of NLI) of the Company resigned w.e.f. April25 2018.
Mr. Takayuki Murai Director (a Nominee of NLI) of the Company resigned w.e.f. April25 2018.
Mr. Jai Anmol Ambani (a Nominee of RCL) Mr. Akira Shibata
(a Nominee of NLI) and Mr. Minoru Kimura (a Nominee of NLI) were appointed as theAdditional Directors of the Company w.e.f. April 25 2018.
Mr. Jai Anmol Ambani Mr. Akira Shibata and Mr. Minoru Kimura shall hold office asDirectors up to the date of ensuing Annual General Meeting and are eligible to beappointed as Director thereat. In terms of Section 160 of the Act your Company hasreceived a notice in writing from one of the Members proposing the candidature of Mr. JaiAnmol Ambani Mr. Akira Shibata and Mr. Minoru Kimura for their appointment as Directors.
In accordance with the provisions of Section 152 of the Act Mr. V. N. Kaul Mr.Kazuhide Toda & Mr. Takayuki Murai all Non-executive Directors liable to retire byrotation have already ceased to be Directors on April 25 2018 therefore during the year2018-19 none of the Directors are due to retire by rotation and proposed to bere-appointed.
The last re-appointment of Mr. Kanu H. Doshi and Mr. S. C. Tripathi as IndependentDirectors of the Company was made in 2014 and their five year term will come to an end onMarch 31 2019.
They are eligible for re-appointment with the approval of the Members by passing aspecial resolution. In terms of the circulars issued by the Securities & ExchangesBoard of India on Enhancing fund governance for Mutual Funds' both Mr. Kanu H.Doshi and Mr. S. C. Tripathi if reappointed as Independent Directors will be able tohold the position upto November 30 2019.
Keeping in view of their vast knowledge and experience the Directors recommend theirre-appointment as Independent Directors at the ensuing Annual General Meeting for aperiod from April 01 2019 to the date of Annual General Meeting to be held during 2019.
All the Independent Directors of your Company i.e. Mr. Kanu H. Doshi General VedPrakash Malik (Retd.) Mr. Sushil Chandra Tripathi and Ms. Ameeta Chatterjee have dulyfurnished the required declarations that they meet the criteria of independence as laiddown under Section 149(6) of the Act.
During the Year in terms of the requirements of the Act a meeting of the IndependentDirectors was duly held wherein the performance of the Board and that of thenon-independent Directors were evaluated. In this very meeting itself the IndependentDirectors of the Company also thoroughly discussed the quantity quality & thetimelines of the flow of information between the Company's management and the Board andarrived at a view that the same is adequate and sufficient to enable effective decisionmaking by the Board.
EVALUATION OF DIRECTORS BOARD AND COMMITTEES
The Company has devised a policy for performance evaluation of the individualdirectors Board and its Committees which includes criteria for performance evaluation.
Pursuant to the provisions of the Companies Act 2013 and Regulation 17(10) of ListingRegulations the Board has carried out an annual performance evaluation of (i) theDirectors; (ii) itself (as a whole); and (iii) its committees. The Board performance wasevaluated based on inputs received from the Board members after considering criteria suchas Board composition and structure effectiveness of Board/Committee processes andinformation provided to the Board etc. A separate meeting of the Independent Directorswas also held during the year for the evaluation of the performance of non-independentDirectors performance of the Board as a whole and that of the Chairman.
BOARD AND COMMITTEE MEETINGS
During the year under review Eleven (11) Board meetings and Five (5) meetings of theCommittee of Directors were held.
Your Directors wish to inform that the functioning of the Board is supplemented byvarious committees (Board subcommittees and management committees) which have beenconstituted from time to time such as Audit Committee Committee of Directors CSRCommittee Stakeholders Relationship Committee Nomination & Remuneration CommitteeValuation Committee Investment Committee Risk Management Committee Broker EmpanelmentCommittee Operating Committee Compliance Committee Proxy Voting Committee InformationSecurity Risk Management Committee etc. to name a few. Each of the aforesaid Committeeshas been constituted in order to ensure due compliance with the applicable laws and toensure the highest levels of corporate governance. The minutes of the meetings of each ofthese Committees are duly placed before the Board for noting and confirmation.
In terms of the requirements of Section 177 of the Act the Audit Committee of theCompany consists of majority of Independent Directors. As on date of this report itcomprises Mr. Kanu H. Doshi [Independent Director] Mr. Sushil Chandra Tripathi[Independent Director] Ms. Ameeta Chatterjee [Independent Director] General Ved PrakashMalik (Retd.) [Independent Director] Mr. Jai Anmol Ambani [Director] and Mr. AkiraShibata [Director].
During the year Eight (8) meetings of the Audit Committee were held.
Other relevant details in this regard have been provided in the Corporate GovernanceReport.
NOMINATION & REMUNERATION COMMITTEE
In terms of the requirements of Section 178 of the Act the Nomination &Remuneration Committee of the Company consists of majority of Independent Directors. As ondate of this report it comprises Mr. Kanu H. Doshi [Independent Director] Mr. SushilChandra Tripathi [Independent Director] Ms. Ameeta Chatterjee [Independent Director]General Ved Prakash Malik (Retd.) [Independent Director] Mr. Jai Anmol Ambani [Director]and Mr. Minoru Kimura [Director].
During the year five (5) meetings of the Nomination & Remuneration Committee wereheld.
Other relevant details in this regard have been provided in the Corporate GovernanceReport.
The Nomination & Remuneration Policy has been provided as Annexure B to theDirectors' Report.
CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
In terms of the requirements of Section 135 of the Act the Corporate SocialResponsibility ("CSR") Committee of the Company consists of eight members. As ondate of this report it comprises Mr. Kanu H. Doshi [Independent Director] Mr. SushilChandra Tripathi [Independent Director] Ms. Ameeta Chatterjee [Independent Director]General Ved Prakash Malik (Retd.) [Independent Director] Mr. Jai Anmol Ambani [Director]Mr. Sundeep Sikka [Whole-time Director] Mr. Minoru Kimura [Director] and Mr. AkiraShibata [Director].
During the year 2017-18 two (2) meetings of the CSR Committee were held.
Other relevant details in this regard have been provided in the Corporate GovernanceReport.
STAKEHOLDERS' RELATIONSHIP COMMITTEE
In terms of the requirements of Section 178 of the Act the Stakeholders' RelationshipCommittee of the Company consists of four members. As on date of this report it comprisesMr. Kanu H. Doshi [Independent Director] Ms. Ameeta Chatterjee [Independent Director]Mr. Minoru Kimura [Director] and Mr. Sundeep Sikka [Whole-time Director].
During the year one (1) meeting of the Stakeholders' Relationship Committee was held.
Other relevant details in this regard have been provided in the Corporate GovernanceReport.
AUDITORS' OF THE COMPANY - STATUTORY AND INTERNAL STATUTORY AUDITORS:
M/s. B S R & Co. LLP Chartered Accountants shall hold office as Statutory Auditorsof the Company until the conclusion of the ensuing Annual General Meeting.
The Company has already received a letter from M/s. S. R. Batliboi & Co. LLPcommunicating their willingness to be appointed as the Statutory Auditors of the Companyand that their appointment if made would be within the limits as prescribed underSection 139 of the Companies Act 2013.
In terms of Section 139 of the Companies Act 2013 read with Companies (Audit andAuditors) Rules 2014 your Directors hereby recommends the appointment of M/s. S. R.Batliboi & Co. LLP Chartered Accountants as the Statutory Auditors of the Company fora period of five years i.e. from the conclusion of ensuing Annual General Meeting of theCompany until conclusion of 28th Annual General Meeting of the Company.
JHS & Associates LLP Chartered Accountants were appointed as the InternalAuditors' of your Company for the year 2017-18. Your Directors have also approved theirre-appointment as such for the financial year 2018-19.
AUDITORS OF THE SCHEMES OF RELIANCE MUTUAL FUND-STATUTORY AND INTERNAL
In accordance with the applicable provisions of law the Company has appointedStatutory and Internal Auditors for various Schemes of Reliance Mutual Fund whoperiodically submit their reports which are placed before the Audit Committee fordiscussion review and implementation of their recommendations.
M/s. Haribhakti & Co. LLP Chartered Accountants held office as Statutory Auditorsof the Schemes of Reliance Mutual Fund for the financial year 2017-18.
During the year M/s. Deloitte Haskins & Sells LLP Chartered Accountants wereappointed as Internal Auditors of the Scheme of Reliance Mutual Fund and the portfoliomanagement services division of the Company for the financial year 2017-18. YourDirectors have also approved their re-appointment as such for the financial year 2018-19.
The observations and comments given by the Statutory Auditors in their report readtogether with notes on financial statements are self explanatory and hence do not call forany further comments under Section 134 of the Act.
During the year under review the Company has compliod with the applicable SecretarialStandards issued by the Institute of Company Secretaries of India.
SECRETARIAL AUDIT REPORT
Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 your Directors had appointed M/s. M.Siroya and Company Mumbai a firm of Company Secretaries in Practice to undertake theSecretarial Audit of the Company for the financial year 2017-18. In this regard theReport submitted by the Secretarial Auditor is annexed as Annexure C.
Your Directors are pleased to inform that the report from the Secretarial Auditors doesnot contain any qualifications or negative remarks.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in form MGT-9 is annexedherewith as Annexure D.
PARTICULARS REGARDING CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGEEARNINGS AND OUTGO
CONSERVATION OF ENERGY:
The operations of the Company do not consume high levels of energy. Adequate measureshave been taken to conserve energy wherever feasible. Your Company uses latest technologyand energy efficient equipments. As energy cost forms a very small part of the totalcosts the impact on cost is not material.
TECHNOLOGY ABSORPTION ADAPTATION AND INNOVATION:
(i) The efforts made towards technology absorption:
The year 2017-18 witnessed a transformation in terms of communicating mutual funds as asolution to the investors than a product. Across various life stages individuals comeacross various goals and aspirations and the Company tried to build a strategy to addressthat need in the form of a mutual fund solution and reach out to new to industryinvestors. During the year the digital acquisition was further aided by eKYC and Biometricenabled KYCs with solutions providing a simplified process to invest. In line with theabove objective the Company launched various initiatives in this direction and many ofthese initiatives were first time in the Industry. Some of those initiatives are asfollows:
Launch of Smart Tax & Gold Invest solutions on Simply
Save app for customers
Enabled Aadhaar OTP based eKYC and Aadhaar
Biometric based full KYC to assist distributors acquiring new investors and provide theease of on-boarding for the investor(s)
Revamped website for the distributor(s) to provide ease of transactionscampaigns and other such transactions & add-on features
Aadhaar OTP based E-mandate for all banks under the eNACH gateway of NPCI toenable easy registration for regular payments like SIP also single mandate good enoughfor multiple offerings up to the total limit of the mandate hence ease of furtherinvestments
Enabled digital campaigns for distribution partners on through our systemsenabling them to reach out to existing and new investors and enable transactions in apaperless form.
(ii) Benefits derived out of the above initiatives:
Financial year 2017-18 witnessed a substantial growth in the number of purchases donedigitally on our assets some statistics as follows:
2X growth in purchase transactions.
Average number of purchase transactions on own assets per month being over53000 with highest being over 82000.
Integration of our Assets on partners websites contributing over 10K purchasetransactions per month.
Digital purchases being >1.2 times more than largest distributors totalPurchases.
Mobile to Web ratio increasing towards mobile with every third digital purchasetransaction concluding on mobile.
RESEARCH AND DEVELOPMENT:
Digital as a segment is gaining even higher importance with data charges getting loweraccess getting household & communication becoming even critical. With Aadhaar aidingdigital prowess it is but natural that digital aid would be instrumental in reaching outthe large untapped blue ocean with respect to financial services especially mutual funds.We as an AMC are one of the first to react to this opportunity and are very much committedto continuously provide simplified process and solutions over the digital platform to ourinvestors. The team is focused and the management continues to drive the idea of takingmutual fund solutions to the household through digital interfaces.
FOREIGN EXCHANGE EARNINGS AND OUTGO:
During the year under review the Company earned foreign exchange equivalent toRs.28.69 Crore (Previous Year: Rs.26.06 Crore). The Company spent foreign exchangeequivalent to Rs.8.35 Crore/- (Previous Year: 6.59 Crore)
DIRECTORS' RESPONSIBILITY STATEMENT
As per the requirements of Sub Section (5) of Section 134 of the Act the Directorsconfirm that -
(i) In the preparation of the annual accounts for the financial year ended March 312018 the applicable accounting standards have been followed and that there are nomaterial departures;
(ii) The Directors have selected such accounting policies in consultation with theStatutory Auditors' and have applied them consistently and made judgments and estimatesthat were reasonable and prudent so as to give a true and fair view of the state ofaffairs of the Company as at March 31 2018 and of the profit of the Company for the yearunder review;
(iii) The Directors have taken proper and sufficient care to the best of theirknowledge and ability for the maintenance of adequate accounting records in accordancewith the provisions of the Act for safeguarding the assets of the Company and forpreventing and detecting fraud and other irregularities.
(iv) The Directors have prepared the annual accounts of the Company on a goingconcern' basis.
(v) The Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively.
(vi) The Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.
CONTRACT AND ARRANGEMENTS WITH RELATED PARTIES
All contracts/ arrangements/ transactions entered into/ by the Company during thefinancial year under review with related parties were on an arm's length basis and in theordinary course of business. There were no materially significant related partytransactions which could have potential conflict with interest of the Company at large.
During the year the Company had not entered into any contract/arrangement/transactionwith related parties which could be considered material in accordance with the policy ofthe Company on materiality of related party transactions.
All Related Party Transactions were placed before the Audit Committee for approval.Prior omnibus approval of the Audit Committee was obtained for the transactions which wereof a repetitive nature. The transactions entered into pursuant to the omnibus approval sogranted were reviewed and statements giving details of all related party transactions wereplaced before the Audit Committee and the Board of Directors for their review on aquarterly basis. The policy on Related Party Transactions as approved by the Board isuploaded on the Company's website at the following link:https://www.reliancemutual.com/InvestorServices/Pages/Investor-Policies.aspx
Your Directors draw attention of the members to Note No. 3.24 to the financialstatement which sets out related party disclosures.
PARTICULARS OF FRAUDS REPORTED BY THE AUDITORS'
In terms of Section 143(12) of the Act M/s. B S R & Co. LLP CharteredAccountants the Statutory Auditors of the Company have not reported any instance of fraudhaving taken place during the year under review in their Audit Report.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant material orders passed by the Regulators/ Courts which wouldimpact the going concern status of the Company and its future operations.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
In terms of the provisions of Section 197 of the Act read with Rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 as amended astatement showing the names and other particulars of the employees drawing remuneration inexcess of the limits set out in the said Rules are provided in the Annexure to theDirectors' Report. Disclosures relating to the remuneration and other details as requiredunder Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 as amended are also provided in theAnnual Report which forms part of this Report. However having regard to the provisionsof Section 136 of the Act the Annual Report excluding the aforesaid information is beingsent to all the members of the Company and others entitled thereto. The said informationis available for inspection at the registered office of the Company on all working daysexcept Saturdays between 11:00 A.M. and 1:00 P.M. up to the date of the Meeting and anymember interested in obtaining the same may write to the Company Secretary. Upon suchrequest the information shall be furnished.
PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
Your Company has in place a Prevention of Sexual Harassment Policy in line with therequirements of The Sexual Harassment of Women at the Workplace (Prevention Prohibition& Redressal) Act 2013.
An Internal Complaints Committee (ICC) has been set up to redress complaints receivedregarding sexual harassment. All employees (permanent contractual temporary trainees)are covered under this Policy. Following is a summary of sexual harassment complaintsreceived and disposed off during the year:
No. of complaints received: Nil
No. of complaints disposed of: N.A.
The Company has also constituted an Internal Compliance Committee under the SexualHarassment of Women at workplace (Prevention Prohibition and Redressal) Act 2013.
BUSINESS RESPONSIBILITY REPORT
Business Responsibility Report for the year under review as stipulated under ListingRegulations is presented in the separate section forming part of this Annual Report.
Your Directors wish to place on record their sincere appreciation for the co-operationreceived from various regulatory and governmental authorities including SEBI RBIRegistrar of Companies Maharashtra at Mumbai PFRDA NPS Trust EPFO CMPFO StockExchanges Depositories Custodians Bankers Registrar Shareholders Investors and allother business constituents during the year under review. We believe all of them havecontributed to our continued growth.
Your Directors also wish to place on record their deep appreciation for the totalcommitment displayed by all the executives officers and staff resulting in yet anothereventful performance for the year.
FOR AND ON BEHALF OF THE BOARD OF DIRECTORS OF
RELIANCE NIPPON LIFE ASSET MANAGEMENT LIMITED
Kanu H. Doshi Sundeep Sikka
Director Executive Director & CEO
Place : Mumbai
Dated : June 28 2018.