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Religare Enterprises Ltd.

BSE: 532915 Sector: Financials
NSE: RELIGARE ISIN Code: INE621H01010
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OPEN 41.80
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VOLUME 64032
52-Week high 60.60
52-Week low 17.20
P/E
Mkt Cap.(Rs cr) 1,064
Buy Price 41.10
Buy Qty 900.00
Sell Price 41.50
Sell Qty 200.00
OPEN 41.80
CLOSE 42.10
VOLUME 64032
52-Week high 60.60
52-Week low 17.20
P/E
Mkt Cap.(Rs cr) 1,064
Buy Price 41.10
Buy Qty 900.00
Sell Price 41.50
Sell Qty 200.00

Religare Enterprises Ltd. (RELIGARE) - Director Report

Company director report

To

The Members

Religare Enterprises Limited

Your Directors have pleasure in presenting this 35th AnnualReport on the business and operations of the Company together with Audited FinancialStatements for the financial year ended March 312019.

STATE OF AFFAIRS OF THE COMPANY

Your Company has been facing extremely challenging times recently dueto allegations in relation to financial irregularities in various past transactions andsiphoning of funds primarily through Religare Finvest Limited ("RFL") amaterial subsidiary company committed by the past management and promoters of the Companywhich have attracted investigations into the Company by the Securities and Exchange Boardof India ("SEBI") and Serious Fraud Investigation Office ("SFIO"). Thesituation further deteriorated due to continuous negative media attention on the issues atthe promoters' level leading to serious repercussions on the Religare group.

Post resignation of the Promoters i.e. Mr. Malvinder Mohan Singh andMr. Shivinder Mohan Singh as Board members in February 2018 due to immense pressurebrought on them by the institutional shareholders; professional Board members have beeninducted on the Board to provide leadership and guidance to the Religare Group in thesechallenging times. A new and experienced Management Team has also been inducted into theCompany and RFL and they are in further process of inducting fresh management talentacross the Group to plug in the talent gaps across various functions.

Due to intervention of some institutional investors the Company wasable to attract investors into the Company and consequently came out with a PreferentialIssue of convertible warrants and raised much needed funds to the tune of र 297 croresapprox in the financial year 2018-19 which was primarily utilized to meet external debtrepayments and protect the value of the underlying investments to ensure that the ReligareGroup emerges financially strong and stable over a period of time. The allocation ofcapital has been a fine balance between paying off external liabilities and to providefunding to subsidiary businesses to help them remain solvent which played a critical roleand helped the Group restore confidence amongst various stakeholders i.e. InvestorsEmployees Business Partners and Banks etc.

During the year under review and thereafter various initiatives havebeen taken towards revival of the Company and the Group ranging from filing applicationfor re-classification of Promoters and Promoters Group into Public Shareholders categoryforensic audit of the Corporate Loan Book ("CLB") transactions at RFL filing ofrecovery proceedings at various forums for the recovery of money advanced under the CLB ofRFL submission of criminal complaints with appropriate forums against the Promoters andpast management for investigation of various suspicious transactions involving fundmovement from the Company and so on; details ofwhich are explained further in this report.

The new management has explored various fund raising options in theCompany and its subsidiaries few ofwhich materialized leading to introduction of newstrategic investors in the insurance vertical at a critical time when the Company had toinfuse further capital in the same to maintain the solvency ratio.

In order to revive the lending vertical which has been suffering due tothe past financial transactions the new management has proposed a Debt Resolution Plan atRFL and introduction of new strategic investor in RFL; the details of which are elsewhereexplained in the Report.

All these measures have helped the Religare Group in not only avoidinga financial collapse but also are steps towards strengthening the overall position of theGroup. The Company wishes to seek the continued support of the entire investors groupspecially the current warrant holders whose timely intervention is of immense importancefor the Company's future alongwith the support of the other stakeholders to meet thechallenges effectively. The new Board and management are hopeful to come out of thesedifficult times and to bring back the Company to its past glory with your enduringpatience and support.

FINANCIAL RESULTS AND BUSINESS OPERATIONS

The highlights of standalone and consolidated financial results of theCompany for the Financial Years 2018-19 and 2017-18 are as under:

(' in Lakh)

Particulars

For the financial year ended 2018-2019

For the financial year ended 2017-2018

Standalone

(Audited)

Consolidated

(Audited)

Standalone

(Audited)

Consolidated

(Audited)

Total Income 3516.57 240171.81 7189.44 273541.77
Total Expenditure 18127.79 390516.06 40529.30 414261.67
Profit before Tax (14611.22) (150344.25) (33339.86) (140719.90)
Exceptional Items - (8.96) - (22.98)
Profit / (Loss) before Tax after exceptional items (14611.22) (150353.22) (33339.86) (140742.88)
Income tax Expense/ (Credit) - (258.16) (714.70) (22691.81)
Profit / (loss) After Tax (14611.22) (150095.06) (32625.16) (118051.07)
Other Comprehensive Income 16.19 395.34 (10.87) (409.82)
Total Comprehensive Income for the period (14595.03) (149699.72) (32636.03) (118460.89)
Less: Share of Non- Controlling Interest - (21347.86) - (13596.11)
Total Comprehensive Income/ (Loss) (after tax and non-controlling interest) (14595.03) (128351.86) (32636.03) (104864.78)

Note: The Company has adopted Ind-AS notified under Section 133 of theCompanies Act 2013 read with the Companies (Indian Accounting Standard) Rules 2015 fromApril 01 2018 with effective transition date of April 01

2017. Accordingly these financial statements together with thecomparative reporting period have been prepared in accordance with the recognition andmeasurement principals as laid down in Ind-AS. Accordingly the previous year'sfigures have been regrouped and rearranged wherever necessary to align with the currentyears' presentation.

In last Directors' Report for year ended March 31 2018 financialperformance is reported in accordance with accounting standards notified under the Section133 of the Companies Act 2013 read together with Rule 7 of the Companies (Accounts)Rules 2014 ("Indian GAAP"or"Previous GAAP").

(i) Consolidated Results

We recorded a 'Loss After Exceptional Items and Before Tax' ofर150353.22 Lakhs for Financial Year 2018-19 as compared to 'Loss After Exceptional Itemsand Before Tax' of र 140742.88 Lakhs for Financial Year 2017-18. ‘Loss After Taxand Share in Joint Venture' was र 150095.06 Lakhs for Financial Year 2018-19 as comparedto ‘Loss After Tax and Share in Joint Venture' of र 118051.07 Lakhs for FinancialYear 2017-18. Total Comprehensive lncome/(Loss) attributable to the Owner of the Companyfor the Financial Year 2018-19 is र (128351.86) Lakhs as compared to र (104864.78)Lakhs in Financial Year 2017-18. Basic earnings per share decreased to र (63.32) inFinancial Year 2018-19 from र (58.56) in Financial Year 2017-18.

One of the major causes for which the Company has incurred losses on aconsolidated basis is a provision of र 1092.58 crore in Financial Year 2018-19 and र1025.17 crore in Financial Year 2017-18 made against corporate loans given by ReligareFinvest Limited a subsidiary of the Company to the entities known to the Promoter group.

(ii) Standalone Results

We recorded a ‘Loss After Exceptional Items and Before Tax' ofर14611.22 Lakhs for Financial Year 2018-19 as compared to ‘Loss After ExceptionalItems and Before Tax' ofर 33339.86 Lakhs for Financial Year 2017-18. ‘Loss AfterTax was र 14611.22 Lakhs for Financial Year 2018-19 as compared to ‘Loss After Taxof र 32625.16 Lakhs for Financial Year 2017-18. Total Comprehensive Income / (Loss) forthe Financial Year 2018-19 is र (14595.03) Lakhs as compared to र (32636.03) Lakhs inFinancial Year 2017-18. Basic earnings per share increased to र (6.93) in Financial Year2018-19 from र (18.28) in Financial Year 2017-18.

(iii) Operating Performance ofBusinesses

In the Lending business our subsidiary Religare Finvest Limited("RFL") which is focused primarily on lending to the SME segment had totalbook size ofर 7085 crores out ofwhich SME book constituted 64% and amounted to र 4503crores as at March 31 2019 in accordance with Ind-AS. RFL has been under the CorrectiveAction Plan ("CAP") of RBI vide its letter dated January 18 2018 and has beenprohibited from expansion of credit/ investment portfolio other than investment ingovernment securities and not to pay dividend. Hence RFL focused its efforts oncollections and recovery. As of March 31 2019 RFL has made provisions on its entireCorporate Loan Book of र 2037 crores. RFL retains its presence across 28 branches acrossSME clusters in India alongwith its experienced SME focused management team. RFL is alsoactively pursuing legal and regulatory matters towards resolving all issues and restoringnormalcy in its business operations at the earliest. Efforts are also being made to raisecapital at Group and subsidiary level.

RFL's subsidiary Religare Housing Development Finance CorporationLimited ("RHDFC") which focuses on providing loans to the affordable housingsegment disbursed loans totaling र 107 crores and the total book size stands at र 706crores as at March 312019 in accordance with Ind-AS. The PAT after OCI for the financialyear is र 9.7 crores. The current book consists of 72% of Affordable house loans followedwith 23% of Loan against Property; the remaining 5% consists of builder loans. RHDFC has apan India presence with a network of 30 branches. RHDFC has remained profitable in eachyear of its operations since it became a part of the Religare group.

Our Health Insurance business Religare Health Insurance CompanyLimited ("RHICL") registered Gross Written Premium of र 1843 crores during theFinancial Year 2018-19 a growth of 65% over the previous financial year and reported PBTofर 57 crores. As at March 312019 RHICL has established a Pan-India distribution networkof 110+ branches. It services over 700+ locations across the Country and has a hospitalnetwork of 9450+ hospitals. It offers 18 products to cater to varied customer needs. Thecompany follows a multi-product and multichannel distribution strategy. Its products spanacross retail health group health travel insurance etc. and it has a good channel mixconsisting ofagency brokers corporate agents online and bancassurance.

The Retail Broking business which comprises of Religare BrokingLimited ("RBL") Religare Commodities Limited ("RCL") and itssubsidiaries reported consolidated revenue ofर 278 crores. RBL services more than onemillion unique customers and has presence in 400+ towns and cities across India. RBLprovides multi-platform options such as Branch Web App Call n Trade to enhance customerconvenience and ease. RBL also has Bancinvest partnerships with various banks like AndhraBank Bank of Maharashtra Corporation Bank Dhanlaxmi Bank Limited Induslnd BankLimited etc. Adding another feature to its hat for FY 2019 RCL won 'Best Broking House-2019' by Bullion by MCX.

The commodities arbitrage business was stopped in the middle ofFY17-18. Religare Comtrade Ltd. ("RCTL") has exited all its market positionsand repaid all its external debt on time and in full. RCTL is held 100% under REL(directly and indirectly). Since RCTL is now not an operating business it is proposed tobe merged into the Company /REL to simplify the REL corporate structure and eliminateoutstanding inter group transactions. The respective Boards of REL and RCTL have approvedthe Scheme of Amalgamation in their meetings dated May 23 2019. The Scheme ofAmalgamation will be filed with Hon'ble NCLT in due course.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

DIVIDEND AND RESERVES

Since there were losses during the period and no dividend was declaredno amounts were transferred to reserves.

The Company had formulated and approved a Dividend Distribution Policy("the Policy") pursuant to the requirement under the SEBI (Listing Obligationsand Disclosure Requirements) (Second Amendment) Regulations 2016 in its meeting held onOctober 26 2016. Details of the same have been uploaded on the website of the Company andcan be accessed through the link i.e. https://www.religare.com/pdf/Rel_Dividend_PolicyNov2016.pdf

However the members may please note that the RBI vide its letter datedApril 5 2019 has advised the Company to stop paying dividends till further orders fromRBI.

SUBSIDIARIES & JOINT VENTURES

As at March 312019 your Company has 25 direct and indirectsubsidiaries. During the year under review the changes in the businesses of the Companyand its subsidiaries have been explained elsewhere in this report and Management'sDiscussion and Analysis Report. In terms of Section 129(3) of the Companies Act 2013("Act") your Company has prepared a statement containing the salient featuresof the Financial Statements of our subsidiaries & joint ventures in the prescribedformat AOC-1 which is attached to the Consolidated Financial Statements of the Company.The said statement contains a report on the performance and financial position of each ofthe subsidiaries and hence is not repeated here for the sake of brevity. Further thedetails of major subsidiaries of the Company and their business operations during the yearunder review are covered in the Management's Discussion and Analysis Report.

During the year under review the following companies ceased to besubsidiaries of the Company:

1. Argil Advisors LLP

2. Religare Capital Markets International (UK) Limited

As at March 31 2019 your Company has 1 joint venture i.e. IBOFInvestment Management Private Limited in which the Company holds 50% share capital.

Religare Finvest Limited ("RFL")

1. Capital Adequacy Ratio and Corporate Loan Book

The Capital to Risk Weighted Assets ratio ("CRAR") of RFL ason March 31 2019 is below the prescribed limit. RFL had an exposure of र 203670 Lakhs asper financials as at March 312019 towards the Corporate Loan Book. RBI has raisedconcerns in the past about the creditworthiness of the borrowers credit appraisal andloan sanctioning mechanism followed by RFL in respect of this book. In view of RBIconcerns the first step the new Board/management has taken immediately after takingcharge was that it has reviewed the portfolio and the financial reports of the borrowersto determine the recoverability of the said loans. As a part of the recovery process themanagement issued legal notices to the borrowers and has initiated corporate insolvencyresolution process under Insolvency and Bankruptcy Code 2016 against the said entitiescomprising the Corporate Loan Book.

A law firm of repute was appointed to undertake a detailed diligence onthis loan book and the said diligence has been completed. Insolvency proceedings have beeninitiated before the NCLT Delhi and Kolkata against the Borrowers forming a part of theCorporate Loan Book. The Insolvency Petitions filed before the NCLT New Delhi were listedon March 27 2019 for addressing arguments for the admission of petitions. Arguments wereheard at length on the said date and the Hon'ble NCLT was pleased to reserve itsorder with directions to the counsels for all the parties to file their writtensubmissions. However the order reserved by NCLT New Delhi has been stayed by SupremeCourt vide order April 05 2019. Based on the due diligence report and the replies filedby the borrowers before the NCLT RFL had also filed a criminal complaint before theEconomic Offence Wing Delhi on which an F.I.R. has been registered and is underinvestigation. RFL has also filed an insolvency petition against Bharat Road NetworkLimited before the Hon'ble NCLT Kolkata.

The management of RFL has reviewed the portfolio and the financialreports of the borrowers to determine the recoverability of the said loans. Based on thematurity dates of the loans recovery steps instituted and the financial reports of theborrowers RFL had on a prudent basis made full provision of'203670 Lakhs as at March31 2019 against this portfolio.

2. Settlement Agreement with Strategic Credit Capital Private Limited("SCCPL")

In continuation of the disclosures made in previous years AnnualReports in this regard during the year ended March 31 2016 there were certainassignment of loans by RFL to SCCPL and during the year ended March 312017 the amountsrecoverable from SCCPL and Perpetual Credit Services Private Limited(‘Perpetual') aggregating to र 79367.20 lakhs were written off by RFL andvarious legal proceedings were initiated by the parties against each other. During theyear ended March 31 2018 RFL entered into a settlement agreement with the counterpartiespursuant to which the various cases against each other at various courts and tribunalswere withdrawn on consent terms however RFL retained its right to recover the amounts duefrom SCCPL and Perpetual. Despite the settlement agreement SCCPL has filed following suitsagainst RFL at various forums.

(i) SCCPL and its associate companies have filed a suit before theHon'ble District Court Saket seeking various reliefs including specific performanceof part of the Settlement Agreement entered into between RFL and the Petitioners in July2017 and discharge of their obligations under the Settlement Agreement. In the saidmatter RFL has also filed following applications seeking following reliefs:

a. Rejection of plaint.

b. Extension of time for filing written statement.

c. For examination ofdocuments and seeking responses to questions.

The Plaintiffs (SCCPL and associate companies) have filed replies tothe applications filed by the Defendant (RFL). The Court has given liberty to RFL to filerejoinder if any before the next date of hearing. Next date of hearing is August 312019foraddressing arguments on RFL's applications.

(ii) Strategic Credit Capital Private Ltd. ("SCCPL") &Participation Finance & Holdings (India) Pvt. Ltd. ("PFH") have filed acommercial civil suit before Hon'ble Delhi High Court against Lakshmi Vilas Bank("LVB") wherein they have arrayed RFL and other entities as party. SCCPL andPFH are seeking various reliefs in the petition against LVB and amongst other relief adirection against RFL's fixed deposits placed with LVB. RFL has filed its writtenstatement in the matter. No orders have been passed in this matter with regard to thefixed deposits. An interim order dated February 22 2018 passed to maintain status quoregarding the trademark as described in the Schedule of the Deed of Assignment. RFL hasfiled application for rejection of plaint under order-VII Rule-11 and application u/s 340CrPC against SCCPL for filing fabricated indemnification cum release agreement. LoancoreServicing Solutions Pvt. Ltd. has filed an application seeking substitution in place ofPlaintiffs.

Also SCCPL has filed application seeking injunction against RFL andREL restraining them from selling their business to TCG to which RFL has filed its reply.The matter is currently sub-judice.

3. Insolvency proceeding filed by RFL against SCCPL at NCLT New Delhi

Nishu Finlease Private Limited ("NFPL") entered into a loanagreement with the SCCPL on 21.07.2015 ("Loan Agreement") whereby the SCCPL hadavailed a loan facility of र 40 crores from NFPL. The repayment of the borrowed amountswas secured by creation of pledge over securities including 13233328 equity shares ofone ABG Shipyard Ltd. The loan given to SCCPL was repayable within twelve months from thedate of disbursal of the loan and carried an interest rate of 12% per annum. On16.06.2016 RFL entered into a sale agreement with NFPL ("Sale Agreement")whereby RFL purchased the outstanding loan along with the underlying securities andreceivables given by NFPL to SCCPL under the Loan Agreement for a purchase considerationof ?45 crores. Consequently RFL acquired all the rights and interests of NFPL qua theloan availed by SCCPL under the Loan Agreement and the underlying security interestscreated thereunder.

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

The parties then entered into discussions to settle the payment of theoutstanding dues. Pursuant to the discussions RFL and the SCCPL entered into a SettlementAgreement 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 ofर 40 crores in theSettlement Agreement. However no payment was made by SCCPL towards the dues owed by it tothe RFL. Accordingly RFL has filed insolvency petition against SCCPL.

4. Fixed Deposits with Lakshmi Vilas Bank

In continuation of disclosures made in previous year Annual Report inthis regard RFL had made certain Fixed Deposits ("FDs") with Lakshmi Vilas Bank("LVB") in November 2016 and January 2017. LVB vide its letter dated February07 2018 had confirmed fixed deposits ofर 79144.77 Lakhs to the Company. RFL received aletter dated February 9 2018 from LVB purporting to allude to certain loans disbursed byLVB to third parties allegedly in consideration of security of the RFL's FDs withLVB. By means of this letter LVB also purported to call upon RFL to execute the securitydocumentation in connection with the alleged loans. Vide RFL's letter dated February16 2018 LVB was expressly informed that not only RFL was not party to any loans thatwere allegedly sanctioned or granted by LVB to any third party as also that noauthorization sanction or approval had ever been provided by RFL to LVB permitting thecreation of any security or encumbrance of the FDs for any third party loans orborrowings. LVB was also forewarned that any attempt to subject the FDs to illegalencumbrance would not only be violative of RFL's rights but also constitutedeliberate contempt by LVB of the Order dated January 5 2018 passed by the Hon'bleDelhi High Court a copy of which was served on LVB vide Legal notice dated February 162018. While things stood thus RFL came to be in receipt of a copy of the letter datedApril 24 2018 addressed by LVB to the statutory auditors of RFL that LVB had "closedthe said deposits on February 20 2018 to liquidate the loans availed by third parties.This was contrary to the confirmation received by the Statutory Auditors in November 2017via email confirming the fixed deposits. RFL at no point in time instructed authorizedor consented to the liquidation of the fixed deposits or the adjustment thereof againstloans availed of by any third parties or the creation of any encumbrance on the fixeddeposits whether by way of a lien security charge or pledge in connection with theloans availed of by any third parties.

RFL had filed a suit for recovery of amounts misappropriated by the LVBplaced as Fixed Deposits with it on May 312018 before the Hon'ble Delhi High Court.The Hon'ble High Court was pleased to pass interim Orders directing that status quobe maintained in respect of RFL's current account maintained with LVB. It ispertinent to mention here that LVB has sought to delay the adjudication of the interimreliefs and the suit for recovery sought by RFL by filing multiple applications all ofwhich have been kept in abeyance by the Hon'ble Court till such time RFL'sapplications for interim reliefs are disposed of. The pleadings in the matter are nowcomplete in as much as LVB has filed a reply to RFL's suit and RFL has filed itsrejoinder to the same. LVB has further filed a sur rejoinder to the rejoinder filed byRFL. SCCPL and Participation Finance & Holdings (India) Pvt. Ltd. have filedapplications to be impleaded in the matter which are yet to be adjudicated on by theHon'ble Court. The case has been fixed for arguments on interim applications filed byRFL for various dates since July 19 2018 till March 112019. On March 112019 argumentswere addressed at length by the counsel of Plaintiff. The Hon'ble Court was pleasedto reserve order on the interim application on April 12 2019.

Thereafter LVB filed another application placing ex-parte SEBI orderdated March 14 2019 on record. RFL filed affidavit pursuant to the order dated April 92019 passed by the Hon'ble High Court of Delhi along with the reply qua the ex-parteinterim orderofthe SEBI dated March 14 2019 and letters addressed to RBI & NHB.

RFL has now filed an amendment application seeking amendment of plaintbefore the Hon'ble High Court of Delhi on which notice has been issued for August 232019.

Apart from the civil suit for recovery RFL has also filed a criminalcomplaint against LVB and other accused persons on May 15 2019 before the EconomicOffences Wing Delhi which is under investigation.

MAJOR EVENTS

Re-classification of Promoters and Promoters Group

Mr. Malvinder Mohan Singh and Mr. Shivinder Mohan Singh Promoters ofthe Company have resigned as Directors of the Company on February 14 2018 post which theBoard of Directors ("Board") was re-constituted and strengthened by inductingprofessionals having sound credentials expertise and competence in their respectivefields. Post receipt of requisite request and confirmations from the Promoters andPromoters Group for reclassifying them into public shareholders the Board of the Companyapproved the request and sought approval of shareholders on the matter by way of postalballot. The shareholders of the Company approved the matter through postal ballot onOctober 17 2018 with requisite majority results of which were declared on October 182018. Based on the aforesaid approvals the Company submitted the application forre-classification of Promoters and Promoters group into Public Shareholders category withthe stock exchanges in January 2019. In the mater the Company has also submitted theapplication with the SEBI in April 2019 seeking relaxation of one of the conditions underthe erstwhile Regulation 31A(6)(i) of SEBI LODR Regulations. The reply from the exchangesand SEBI is awaited on the matter.

Issue ofWarrants

During the year under review on April 19 2018 your Company allotted111497914 convertible warrants to 38 resident Indian subscribers and received र 145.78crores as upfront payment which is equivalent to 25% of the total consideration under theterms of issue of convertible warrants approved by the shareholders on March 19 2018 on apreferential basis to various persons / entities entitling the subscribers to an equalnumber of equity shares. The warrants issue price is र 52.30 per warrant.

Few warrant holders exercised the conversion option by remittingbalance consideration and accordingly were allotted equivalent number of equity shares.Balance consideration received upon such conversion was र 150.97 crores.

The Company had fully utilized the funds received from the warrantholders as per the Objects stated in the Explanatory Statement to the Notice datedFebruary 19 2018 sent to shareholders of the Company. There were no unutilized fundsunder the same as on March 312019.

In connection to the Company's application with the Department ofEconomic Affairs ("DoEA") Ministry of Finance for approval of foreigninvestment in respect of 63601510 warrants intended to be subscribed to by two foreigninvestors which was not acceded to by the DoEA citing reasons of various investigations bymultiple Government agencies / regulators; the Company has requested DIPP Government ofIndia once again vide letter dated August 28 2018 to consider the above applicationfavorably.

Composite Scheme of Arrangement

In May 2019 the Board approved subject to requisite approvals thedraft Scheme of Amalgamation ("Scheme") that is designed to simplify further theCompany's corporate structure.

In terms of the Scheme two (2) wholly owned subsidiaries direct /indirect of Religare Enterprises Limited ("REL") namely Religare ComtradeLimited and Religare Insurance Limited will merge with/into REL subject to terms andconditions as provided in the Scheme.

The Scheme is in continuation of the steps the Company has taken in thepast to simplify the structure and has the following rationale:

• No active business has been carried on by the TransferorCompanies. Further as on date all liabilities owed by the Transferor Companies arepayable to the group entities which are ultimately consolidated into the TransfereeCompany. Considering the present economic environment consolidation of the said entitiesis envisaged through this Scheme

• The Scheme will also result in simplification of holdingstructure thereby resulting in reduction in multiplicity of legal and regulatorycompliances reduction of costs and pooling of common resources.

• The Scheme will also facilitate the Transferee Company to meetobligations of the Transferor Companies.

The Scheme will be filed with the Hon'ble NCLT in due course.

Divestment of Lending Business

On July 10 2019 the Company has entered into a binding term sheetwith TCG Advisory Services Private Limited ("TCG") Religare Finvest Limited("RFL") and Religare Housing Development Finance Corporation Limited("RHDFCL") whereby the Company will divest its entire stake in RFL asubsidiary of the Company to TCG or any of its affiliates ("Acquirer").Pursuant to the aforesaid divestment the Acquirerwould also acquire indirect interestofthe Company in RHDFCL which is a subsidiary of RFL. The transaction is subject tonecessary statutory and regulatory approvals and fulfillment ofother conditions precedent.

As explained elsewhere in the report also RFL whose principal businessis SME lending is under the Corrective Action Plan ("CAP") of the Reserve Bankof India ("RBI") since January 2018 and hence restricted from fresh lending tillfurther directions from the RBI. RFL is in need of primary capital to come out of the CAP.In order to address the situation RFL has proposed to go for a Debt restructuring and anInter-Creditors Agreement has been signed on July 03 2019 in this regard.

The above divestment of RFL to Acquirer will enable RFL to meet therequirements of debt restructuring and also raise such primary capital to come out of theCAP and start its lending operations.

Cancellation of Indemnity given to the Promoters

As a part of various corrective steps by the new Board and managementthe Board in September 2018 after taking necessary legal advise cancelled theIndemnification-cum-ReleaseAgreement ("Agreement") dated November 14 2017entered among the Promoters Company and its five subsidiaries.

Vide said Agreement the Company had agreed to indemnify and release thePromoters and their Affiliates as per the terms and conditions set out in the Agreementwhich was null and void as per legal view obtained by the new Board and management.

REGULATORY UPDATES

Reserve Bank of India ("RBI")

RBI conducted an inspection of the Company under section 45N of theReserve Bank of India Act 1934 in the month of July 2018 for the records ofthe Companyfor the FY 2017-18. The Company has suitably submitted the reply/compliance on theSupervisory Concerns/Advisory Letter issued by RBI in April2019pursuanttosaid inspection.

Further in the Supervisory Concerns / Advisory Letter RBI has advisedthe Company to:

a) Infuse fresh capital to meet regulatory minimum Adjusted Net Worth(ANW) to Risk Weighted Assets (RWA) ratio of 30% by June 30 2019;

b) Refrain from accessing public funds till ANW to RWA ration of 30% isachieved;

c) Strengthen the Board of REL by inducting whole-time directors withrelevant experience professional competence and fulfilling fit and proper criteria; and

d) Stop paying dividends till further orders from RBI.

The Company has suitably submitted its response to the RBI stating thatthe Company meets the regulatory minimum ratio of 30% and is engaged with the RBI forother matters.

Further during the month of July 2019 RBI conducted the inspectionunder section 45N for the financial position of the Company as on March 31 2019. TheCompany is yet to receive a report on the same.

Securities and Exchange Board of India ("SEBI")

(a) In connection with the ongoing investigation of the Company/RELinitiated by SEBI in February 2018 an interim ex-parte order was passed by the SEBI onMarch 14 2019 ("Order") read with the corrigendum dated April 18 2019 as aremedial action pending detailed investigation ofthe matter.

Vide said Order SEBI has directed as below:

• REL and Religare Finvest Limited ("RFL") subsidiarycompany to initiate steps to recall loans amounting to

2315.09 crores extended directly or indirectly from RFL to variousentities / persons as mentioned in the Order along with interest within 3 months.

• Pending completion of investigation and till further orders thesaid borrower entities / persons shall not dispose or alienate any of their assets ordivert funds except for meeting expenses of day to today business operations withoutprior permission of SEBI.

• Mr. Malvinder Mohan Singh and Mr. Shivinder Mohan Singh shallnot associate themselves with the affairs of the Company and RFL in any manner tillfurther directions from SEBI.

The Company and its subsidiary RFL have been cooperating in theaforesaid investigation and have been providing the requisite information / documents fromtime to time and making necessary submissions with SEBI.

(b) SEBI has passed an ad-interim ex-parte order on October 17 2018("Order") in relation to Fortis Healthcare Limited ("FHL") whichinteralia includes directions to RFL and other entities covered in the order to repay र40300 Lakhs to FHL and not to dispose of or alienate any of the assets or divert anyfunds except for payment of र 40300 Lakhs and for meeting business operations without theprior permission of SEBI. RFL has represented to SEBI and denied all the preliminaryfindings recorded against RFL and further requested SEBI to vacate the directions in thesaid order till conclusion of the investigation.

Furtherance to above SEBI issued a confirmatory order dated March 192019. The said order inter-alia continued the debilitating restraints against RFL whichwere originally contained in the ex-parte Order dated October 17 2018. However RFL hasbeen allowed to function in compliance with the terms ofthe CAP as stipulated by theReserve Bank of India. RFL has further represented to SEBI and denied findings recordedagainst RFL and requested SEBI to vacate the directions in the said order qua RFL.Additionally RFL has filed an appeal to Securities Appellate Tribunal ("SAT")on April 23 2019 against the said order seeking relieffrom SAT in the matter. The appealis in the process of being listed in due course.

On June 19 2019 RFL Team met SEBI and made a representation and alsoa written submission was given on June 20 2019. Thereafter a personal hearing took placebetween RFL and SEBI on June 26 2019. In furtherance to which SEBI issued order datedJune 28 2019 which modified the said directions as contained in Para 17 of theconfirmatory order as follows:

"The Noticee no. 8 (viz. Religare Finvest Limited) pendingcompletion ofthe investigation shall not dispose of or alienate any of its assets ordivert any funds without the prior permission of SEBI except for meeting expenses ofday-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 ARCsraising of capital borrowing etc.) subject to strict adherence to the terms of"Corrective Action Plan" and any other norms stipulated by the Reserve Bank ofIndia and provisions of all other applicable laws."

(c) SEBI vide Settlement Order dated January 17 2019 has disposed offthe adjudication proceedings initiated vide Show Cause Notice dated July 05 2018 fordelay in filing of disclosure in terms of Regulation 7(2) (b) of the SEBI (Prohibition ofInsider Trading) Regulations 2015 with respect to dealing in securities by Mr. SunilGodhwani former Chairman and Managing Director of the Company. The Company has paid र200000/- (Rupees Two Lakh Only) towards summary settlement amount which was approved bythe SEBI in the matter vide its Order of January 17 2019.

Serious Fraud Investigation Office ("SFIO")

In the matter of ongoing investigation of the Company initiated by SFIOin February 2018 as ordered by Ministry of Corporate

Affairs Government of India the Company has been cooperating in theaforesaid investigation and has been providing the requisite information / documents fromtime to time.

LEGAL UPDATES

a. Redemption of 1500000 preference shares

In the matter of Daiichi Sankyo Company Limited vs. Malvinder MohanSingh & Others (Petition O.M.P. (EFA) (COMM) NO. 6 OF 2016) the interim applicationhaving I.A. No. 16727/2018 filed by REL disputing its liability as a garnishee came up forhearing on December 7 2018. REL has not redeemed 1500000 preference shares due forredemption on October 31 2018 (Redemption value ofर 4190.28 lakhs) and disputed theliability stating the transaction to be a sham one. The Hon'ble High Court of Delhidirected REL to file an affidavit disclosing the names of persons who were on its Board ofDirectors and were managing its affairs when the alleged sham transaction was executed. Italso remarked that it expected REL to file a complaint with the concerned Police Station.Accordingly in compliance thereof REL has filed an affidavit disclosing names of personswho were on Board of Directors at relevant times and has also filed a criminal complainton March 22 2019 with the Economic Offences Wing Delhi Police against Mr. MalvinderMohan Singh Mr. Shivinder Mohan Singh Mr. Sunil Godhwani RHC Holding Private LimitedOscar Investments Limited RHC Finance Private Limited and their other associates forvarious offences under the Indian Penal Code I860 including the offences of cheatingcriminal breach of trust criminal misappropriation forgery forgery for the purposes ofcheating and criminal conspiracy w.r.t transactions relating to issuance and redemption ofpreference shares.

b. Put option by Non-Resident Shareholders of Religare Finvest Limited("RFL")

During the year ended March 312018 non-resident shareholders of RFLa subsidiary of the Company subsequent to exercise of put option for a consideration asper the Option Agreement had filed petitions under Section 9 of the Arbitration andConciliation Act before the Hon'ble Delhi High Court praying for interim reliefsincluding by way of a bank guarantee for the said amounts in order to secure theirinterests. The next hearing in the case has been scheduled for August 212019. The partiesare currently in advance stage of negotiation to resolve this matter. The Company is notanticipating any material financial impact ofthese negotiations on the financialstatement.

On January 5 2018 the High Court passed an order stating that thestatus of FDR of र 750 crores approx of the respondent company lying with Laxmi VilasBank Limited be maintained as unencumbered and not be encashed. The subject deposit wasliquidated by LVB against certain loans disbursed by LVB to third parties and the saiddispute is under litigation before Hon'ble Delhi High Court.

c. Petition by Axis Bank Limited in matter of Religare Capital MarketsInternational (Mauritius) Limited

Axis Bank has filed an original application ("OA") before theDRT-II Delhi for recovery of approx. र 31300 lakhs under a facility agreement betweenAxis Bank and Religare Capital Markets International (Mauritius) Limited("RCMIML") which is inter-alia secured by security provided by Promoters andReligare Capital Markets Limited. REL has neither provided any security/guarantee inrelation to the facility nor has any obligation to repay the dues of RCMIML. REL has beenmade a party to the proceedings based on a Non-Disposal Undertaking ("NDU"). TheDRT has passed an order dated March 212018 directing inter-alia that REL shall notalienate or create any encumbrance in respect of certain assets and its shareholding inany company or business concerns to the extent of claimed amount and enter into anysettlement with any creditors without the prior approval of DRT. REL has filed 2applications on May 8 2018 for deletion of REL as a party and vacation of the stay orderdated March 21 2018 against REL. Axis Bank has filed the reply. On December 18 2018 DRTdismissed both the applications. REL has filed an appeal before the DRAT against the orderdated December 18 2018 which is listed on August 13 2019. REL has now filed writtenstatement in the OA. Now the matter is listed for Evidence by way of Affidavit. Axis Bankalso filed an application for restraint of transfer of RFL to TCG Advisory Services PvtLimited. Reply to the said application has been filed.

d. Petition against the Company for winding up

M/s. Roto Power Private Limited ("RPPL") filed a winding uppetition no. 150/2016 against Religare Support Services Limited ("RSSL")formerly known as (REL Infrafacilities Limited) on December 17 2015 alleging recovery ofर 7205937 (Rupees Seventy Two Lakhs Five Thousand Nine Hundred Thirty Seven Only) whichRPPL claims to be due for payment for services provided by it under agreements/arrangementbetween the RPPL and RSSL. RSSL invoked arbitration against RPPL under a service provideragreement entered into between RPPL and RSSL for an aggregate claim amount of र 109 Lakhs.RSSL got merged into the Company w.e.f December 29 2017 pursuant to Merger Schemepursuant to which the winding up petition referred to above was being continued againstthe Company. The matter been settled by the parties by virtue of the settlement agreementdated Feb 11 2019 and necessary accounting impact has been considered in the financialstatements ofthe Company.

e. Arbitration proceedings in relation to the Health Insurance business

On April 9 2017 your Company had entered into definitive agreementswith a consortium of investors led by True North an India based private equity fund(formerly known as India Value Fund Advisors) to divest its entire stake in itssubsidiary Religare Health Insurance Company Limited. On January 112018 your Companyentered into a supplemental agreement and deed of novation for increase in theconsideration and extension of long-stop date among other changes in certain terms andconditions of sale. Certain conditions precedent including regulatory and third partyapprovals were not received till the extended long-stop date triggering automatictermination of the agreement. In March 2018 certain parties of the buyer consortium fileda petition under Section 9 of the Arbitration and Conciliation Act 1996 in the DelhiHigh Court seeking ad interim injunctive relief including towards extension of theLong-Stop Date and also invoked arbitration under the definitive agreement. TheHon'ble Delhi High Court in May 2018 dismissed the petition seeking interim reliefand directed the petitioners to proceed with arbitration. The arbitration tribunal hasbeen constituted by LCIA. However arbitration proceedings have not commenced since theparties have not placed a fee deposit with the LCIA yet.

f. Petition for removal of Statutory Auditors of the Company

M/s. Loancore Servicing Solutions Pvt Limited has filed a petitionbefore the Hon'ble NCLT Delhi seeking removal of auditors. It is currently beingcontested on grounds of maintainability as the plaintiff is not a concerned person asdefined in the Companies Act 2013 ("Act") for the purposes of filing a petitionunder Section 140 of the Act for removal of auditors. The matter is currently sub-judice.The Board and management strongly believe that this is a frivolous petition by Loancoreand the Company will strongly defend the case.

g. Petition for rectification of Register of Members of the Company

M/s. Loancore Servicing Solutions Pvt Limited has filed a petition withthe Hon'ble NCLT Delhi under Sections 58 and 59 of the Companies Act 2013 seekingrectification of Register of Members of the Company. The Company is contesting the same onmaintainability of the petition. The matter is currently sub-judice. The Board andmanagement strongly believe that this is a frivolous petition by Loancore and the Companywill strongly defend the case.

EQUITY SHARE CAPITAL

The current Authorized Share Capital ofthe Company is र 8164500000/-(Rupees Eight Hundred Sixteen Crores Forty Five Lakhs only) divided into 654450000(Sixty Five Crores Forty Four Lakhs and Fifty Thousand) Equity Shares ofर 10/- (Rupees Tenonly) each and 162000000 (Sixteen Crores Twenty Lakhs) Redeemable Preference Shares ofर10/- (Rupees Ten only) each.

During the year under review the issued subscribed and paid up equityshare capital of the Company was increased from र 1784552480/- (Rupees One HundredSeventy Eight Crores Forty Five Lakhs Fifty Two Thousand Four Hundred and Eighty only)consisting of 178455248 (Seventeen Crores Eighty Four Lakhs Fifty Five Thousand TwoHundred and Forty Eight) Equity Shares of र 10/- (Rupees Ten only) each to र 2169427330(Rupees Two Hundred Sixteen Crores Ninety Four Lakhs Twenty Seven Thousand Three Hundredand Thirty only) consisting of 216942733 (Twenty One Crores Sixty Nine Lakhs Forty TwoThousand Seven Hundred and Thirty Three only) equity shares ofर 10/- (Rupees Ten only)each.

The issued subscribed and paid up equity share capital as on March 312019 is र 2169427330/-.

During the financial year under reporting the Company raised funds asstated in the para "Issue of Warrants" under "Major Events" sectionabove under preferential issue of convertible warrants. The Company had fully utilized thefunds received from the warrant holders as per the Objects stated in the ExplanatoryStatement to the Notice dated February 19 2018 sent to shareholders ofthe Company. Therewere no unutilized funds underthe same as on March 312019.

PREFERENCE SHARE CAPITAL

The Company has two types of Preference shares issued to the Promotergroup companies outstanding as on date comprising 15 lakhs 13.66% CumulativeNon-Convertible Redeemable Preference Shares of '10/- each issued in 2008 (2008 PreferenceShares) and 2.5 crores 0.01% Non-Cumulative Non-Convertible Redeemable Preference Sharesofर 10/- each issued in 2016 (2016 Preference Shares).

The Company didn't redeem the 2008 Preference Shares on due date ofOctober 312018 basis the interim application filed before the Hon'ble High Court of Delhipraying among other reliefs for the stay of redemption pending the outcome ofinvestigations into the affairs ofthe Company and its subsidiaries already initiated bySEBI and SFIO.

Further due to non-payment of dividend by the Company continuously fortwo years on 2016 Preference Shares the holder of these shares has become entitledforvoting rights ofapprox. 10% on the total voting capital ofthe Company.

However the Company has filed the petition before the Hon'bleNational Company Law Tribunal New Delhi Bench on June 14 2019 seeking rectification ofRegister of Members of the Company by cancellation of 2016 Preference Shares and any otherappropriate reliefs including interim relief with respect to freezing of voting rightsand dividend rights attached to the said 2016 Preference Shares.

The said application / petition were filed by the Company basis certainfacts discovered by the new management relating to irregularity / illegality in issuanceof said Preference Shares.

NON-CONVERTIBLE DEBENTURES

There are no outstanding non-convertible debentures as on date.

PUBLIC DEPOSITS

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

ANNUAL RETURN

As per the requirements of Section 92(3) ofthe Companies Act 2013 readwith Rules framed thereunder the Annual Return extract in prescribed Form No MGT 9 isbeing uploaded on website ofthe Company and can be accessed through the link https://www.religare.com/Annual-Returns.aspx

CAPITAL ADEQUACY

Your Company is registered with the Reserve Bank of India("RBI")1 as a Non-Deposit Taking Systemically Important CoreInvestment Company ("CIC-ND-SI") vide Certificate No. N-14.03222 dated June 032014. The Company primarily functions as an investment holding company with more than 90%of its total assets consisting of investments in shares of subsidiary companies/jointventure companies.

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

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

b. restrict the outside liabilities up to 2.5 times of its Adjusted NetWorth as on the date of the last audited balance sheet as at the end of the financialyear.

The Company is in compliance with the abovementioned requirements as atMarch 312019.

However as mentioned elsewhere in this report the Company receivedthe supervisory concerns / advisory letter dated April 05 2019 from the RBI w.r.t. theinspection ofthe Company for the financial position as on March 31 2018 carried in themonth of July 2018 under Section 45N of the RBI Act 1934. In the supervisory concerns asper the RBI's assessments / calculations the regulatory minimum Adjusted Net Worthto Risk Weighted Assets Ratio of the Company is below 30% and RBI has advised the Companyto take corrective measures in form of required capital infusion by June 30 2019. TheCompany has submitted its reply stating compliance of minimum Adjusted Net Worth to RiskWeighted Assets Ratio of 30% with the RBI.

 

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

RELIGARE EMPLOYEES STOCK OPTION SCHEMES

Nomination and Remuneration Committee ("Committee") of theBoard of Directors of the Company inter-alia administers and monitors the Employees'Stock Option Schemes of the Company in accordance with the Securities and Exchange Boardof India (Share Based Employee Benefits) Regulations 2014 (erstwhile Securities andExchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme)Guidelines 1999) (‘the SEBI ESOP Regulations').

During the year under review a new Employees' Stock Option Schemecalled the "Religare Enterprises Limited Employees Stock Option Plan 2019" wasintroduced for which approval of shareholders of the Company was received on March 292019. Under the said plan 16225000 stock options have been granted by the Committeetill the date ofthis Report.

Details as required under the SEBI ESOP Regulations for ReligareEmployees Stock Option Scheme 2010 Religare Employees Stock Option Scheme 2012 andReligare Employees Stock Option Scheme 2019 have been uploaded on the website oftheCompany and can be accessed through the link https://www.religare.com/Employee-Stock-Option-Schemes.aspx

There is no other material change in the ESOP schemes ofthe Companyduring the year.

Certificate from the Auditors confirming that schemes have beenimplemented in accordance with the SEBI ESOP Regulations will be placed at the forthcomingAnnual General Meeting ofthe Company for inspection by the members.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

All Independent Directors have given declarations that they meet thecriteria of independence as laid down under Section 149(6)ofthe Actand Regulations16ofSEBI LODR Regulations.

Following changes occurred in the directorships / key managerialpositions (KMP) of the Company during the FY 2018-19:

Sr. Name of Director No. Particulars of Change (Appointment 1 Resignation/Others) Effective Date of change
1. Mr. Ashok Mehta Resigned as Independent Director & appointed as an Interim CEO (without being on the Board) April 17 2018
2. Mr. P. Vijaya Bhaskar Ceased to be Independent Director of the Company due to sudden and sad demise May 042018
3. Ms. Vijayalakshmi Rajaram Iyer Appointed as Non-Executive Independent Director May 08 2018
4. Mr. Deepak Ramchand Sabnani Resigned as Non-Executive Independent Director May 18 2018
5. Mr. Malay Kumar Sinha Appointed as Non-Executive Independent Director May 28 2018
6. Mr. Padam Narain Bahl Resigned as Non-Executive Independent Director June 04 2018
7. Mr. Rama Krishna Shetty Resigned as Non-Executive Independent Director June 30 2018
8. Mr. Sushil Chandra Tripathi Appointed as Non-Executive Independent Director August 012018
9. Dr. Rashmi Saluja Appointed as Non-Executive Independent Director December 20 2018
10. Mr. Krishnan Subramanian Ceased to be the Director upon approval of RBI for his resignation March 112019
11. Mr. AshokMehta Being Interim CEO designated as KMP in place of Mr. Krishnan Subramanian May 16 2018
Stepped down as Interim CEO August 07 2018
12. Mr. Milind Narendra Patel Appointed as Group CEO and designated as KMP August 07 2018

Following changes occurred in the directorships / key managerialpositions of the Company subsequent to the end of the financial year

Sr. Name of Director No. Particulars ofChange (Appointment / Resignation/Others) Effective Date of change
1. Mr. Gurvinder Singh Juneja Appointed as CFO and designated as KMP April 23 2019
Resigned as CFO and ceased to be KMP August 08 2019
2. Dr. Rashmi Saluja Designated as Non-Executive Independent Chairperson of the Company June 19 2019
3. Mr. Milind Narendra Patel Resigned on June 10 2019 and ceased to be Group CEO w.e.f. July 19 2019 July 19 2019
4. Mr. Siddharth Dinesh Mehta Appointed as Non-Executive Non-Independent Director upon receipt of approval of the RBI July 30 2019
Designated as Non-Executive Vice Chairperson of the Company August 08 2019
5. Mr. Ashish Tyagi Appointed as Interim CFO and designated as KMP August 08 2019

Further the Board of Directors in its meeting held on November 202018 has also approved the appointment of Dr. Ashwani Mehta as Non-ExecutiveNon-Independent Director subject to the approval of RBI; the effective date of which wasto be the date on which RBI approves the appointment. However RBI vide its letter datedJuly 15 2019 has intimated its non-acceptance to the aforesaid appointment.

As apprised in the last year's report the appointment of Mr.Ashok Mehta and Mr. Siddharth Dinesh Mehta was approved as Non-Independent Directors onthe Board subject to the RBI approval and which was to get effective upon the RBIapproval. The RBI vide its letter dated December 13 2018 has communicated that theCompany's request for appointing Mr. Ashok Mehta and Mr. Siddharth Dinesh Mehta asNon-Executive Non-Independent Directors cannot be acceded to. The Company vide letterdated December 27 2018 requested RBI for re-consideration of its application. In itsletter dated July 15 2019 RBI communicated its non-acceptance to the appointment of Mr.Ashok Mehta also as Director. The approval of RBI was received for appointment of Mr.Siddharth Dinesh Mehta as Non-Executive Non-Independent Director on the Board of theCompany vide letter dated July 30 2019.

Dr. Rashmi Saluja and Mr. Siddharth Dinesh Mehta (being additionaldirectors) hold office up to the date of the ensuing Annual General Meeting. The Companyhas received requisite notices in writing from member(s) of the Company proposing thecandidatures of Dr. Rashmi Saluja Independent Director and Mr. Siddharth Dinesh MehtaNon-Independent Director. Further they are not disqualified from being appointed asDirectors as specified in terms of Section 164 of the Act.

Brief resume and other details relating to the directors who are to beappointed/ re-appointed as stipulated under Regulation 36(3) of the SEBI LODR Regulationsand Secretarial Standards issued by ICSI are furnished in the Notice of Annual GeneralMeeting forming part of the Annual Report. Further in the opinion of the Board Dr. RashmiSaluja qualifies the criteria of Independent Director as mentioned in the Act and SEBILODR Regulations and is independent of the management.

BOARD EVALUATION

Pursuant to the provisions of the Act and SEBI LODR Regulations theBoard is required to carry out an annual performance evaluation of its own performancethe performance of the directors individually as well as the evaluation of the working ofits Committees.

The performance evaluation of the members of the Board the Board levelCommittees and Board as a whole was carried out on May 22 and May 23 2019 as per theBoard evaluation policy of the Company. The manner in which evaluation has been carriedout and criteria of evaluation has been explained in the Corporate Governance Report.

REMUNERATION POLICY

Remuneration Policy formed by the Board on the recommendation of theNomination and Remuneration Committee is in place for selection and appointment ofDirectors Key Managerial Personnel and their remuneration as well as policy on otheremployees' remuneration. The Remuneration Policy is stated in the CorporateGovernance Report. The relevant Policy(ies) have been uploaded on the website of theCompany and can be accessed through the link https://www.religare.com/Policies.aspx

BOARD/COMMITTEE COMPOSITION AND MEETINGS

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

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

In compliance with Section 135 of theAct read with the Companies(Corporate Social Responsibility Policy) Rules 2014 the Company has established aCorporate Social Responsibility ("CSR") Committee. The CSR Committee hasformulated and recommended to the Board a CSR Policy indicating the activities to beundertaken by the Company which has been approved by the Board. The strategic intent wasto adopt a unified cause across the Religare Group and hence the CSR policy and program tobe supported was cascaded across all Group entities.

The belief and philosophy of the group is that being a responsiblecorporate citizen it would strive to bring about overall positive impact insocieties/local communities.

Earlier the group had engaged the Fortis Charitable Foundation("FCF") as its implementation partner to pursue and drive the identifiedagenda/programs. However during the financial year under review the Board of Directorsreviewed the engagement with FCF and decided to terminate the same. Considering thefinancial position of the Company and due to losses in Religare Finvest Limited one ofthe major CSR contributors in the group in past few years no new agency has beenappointed thereafter for undertaking the CSR activities of the group.

For the year ended March 31 2019 the Company was not required tospend amount under CSRfor FY 2018-19 as prescribed under Section 135 of the Act.

Annual Report on CSR in the format prescribed in Companies (CorporateSocial Responsibility Policy) Rules 2014 is attached as "Annexure A".

AWARDS & RATINGS

The company and its subsidiaries have received the following awards andrecognitions during the period under review - AWARDS

• Religare Health Insurance Company Limited:

i. ‘Best Health Insurance Company ofthe Year' - Emerging AsiaInsurance Awards 2019

ii. ‘India's Most Preferred Health Insurance Brand' -India's Most Preferred Smart City Brands 2018-19

iii. ‘India's Best Travel Insurance Product' - IndiaTravel Awards 2018

iv. ‘Health Insurance Category Award' - FICCI HealthcareExcellence Awards 2018

v. ‘Bancassurance Leader of the Year' - Insurance IndiaSummit & Awards 2018

vi. ‘Best Claims Service Provider of the Year' - InsuranceIndia Summit & Awards 2018

vii. ‘India's Most Preferred Travel InsuranceProduct'for the Product - Explore by India's Most Preferred Travel & TourismBrands 2018

viii. ‘Skoch Award' in the Micro Insurance Bronze Category2018 for ‘Grameen Swaasthya Suraksha'

• Religare Commodities Ltd. : ‘Best Broking House -Bullion' - MCX Awards 2019

• Religare Broking Ltd. : ‘Regional Retail MemberoftheYear-North'- NSE Market Achievers Awards2018 RATINGS

In November 2018 ratings for following specific issuances of theCompany from India Ratings & Research Private Limited (‘Ind-Ra' a FitchGroup Company) were revised as below:

• The Company's र 176 cr. secured redeemable non-convertibledebentures (NCDs): "IND BBB-/ Rating Watch Negative" was withdrawn.

• The Company's Short Term Debt Facility/Commercial Paper of र 50cr.: "IND A3/ Rating Watch Negative" was revised to "IndA4+/RWN''.

Ind-Ra has stated that the revision in the ratings of the Company isinter-alia on account of downgrade of credit rating of Religare Finvest Limited("RFL'') subsidiary Company. Credit rating revision is a reflection ofRFL's reduced ability to provide support in view of its operational and financialchallenges. Ind-Ra believes that the Company's long term support expectation fromRFL which formed main premise of rating linkage has considerably reduced. The Companyhas not received dividends from RFL in FY 2017 & 2018. Ind-Ra has also noted thatduring the 12 months ended October 2018 the Company has repaid substantial part of itsdebt obligations while has further simplified the group structure through merger ofcertain group companies within itself.

Further the aforesaid existing rating of "Ind A4+/RWN''for Company's Short Term Debt Facility/Commercial Paper of र 50 cr. was also withdrawn inJanuary 2019 as there was no outstanding facility against the same.

The Company has no outstanding NCDs and Commercial Papers as on March31 2019 or thereafter till the date of adoption of this report.

LISTING ON STOCK EXCHANGES

The Equity Shares of the Company are listed on National Stock Exchangeof India Limited and BSE Limited. The annual listing fees for the year 2019-20 have beenpaid to both the Stock Exchanges.

STATUTORY DISCLOSURES

None of the Directors of your Company is disqualified as per provisionof section 164(2) of the Act. The Directors of the Company have made necessarydisclosures as required under various provisions of the Act and the SEBI LODRRegulations.

CONSOLIDATED FINANCIAL STATEMENTS

As required under the Regulation 34 of SEBI LODR Regulations andSection 129(3) of the Act consolidated financial statements of the Company and itssubsidiaries are attached to the Annual Report. The consolidated financial statements havebeen prepared in accordance with Indian Accounting Standard lnd-AS-103 "BusinessCombination" and Ind AS- 110 "Consolidated Financial Statements" issued byThe Institute of Chartered Accountants of India and notified by the MCA. The auditedconsolidated financial statements together with Auditor's Report forms part of the AnnualReport.

The Company although holds 100% equity share capital in ReligareCapital Markets Limited ("RCML") however in the present scenario controllingthrough voting rights of RCML is not there with the Company. Beside this the tripartiteagreement entered into in financial year 2011-12 between REL RCML and RHC HoldingPrivate Limited ("RHCHPL") a promoter group company for providing financialsupport to RCML by RHCHPL (by subscribing Preference Shares of RCML) severe long termrestrictions and significant restrictive covenants on major decision making at RCML wereimposed by the holder of preference shares. Accordingly in view of the above thefinancial statements of RCML and its subsidiaries have been excluded from the consolidatedfinancial statements of the Company w.e.f. October 01 2011 in accordance with applicableaccounting standards. The Company has already provided fully for the entire investmentmade by it into RCML in previous years.

Therefore the Consolidated Financial Statements presented by yourCompany including financial information of all its subsidiaries excluding RCML andRCML's subsidiaries have been duly audited by the Statutory Auditors and the same ispublished in your Company's Annual Report.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

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

FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company has incurred expenditure of र 43.86 Lakhs (previous year: र123.86 Lakhs) in foreign exchange and earned Nil (previous year: nil) in foreign exchangeduring the year under review on a standalone basis.

MAINTAINANCE OF COST RECORDS

The Company is in the financial services industry. In view of thenature of activities which are being carried on by the Company the maintenance of costrecords as specified by the Central Government under sub-section (1) of section 148 of theAct is not applicable on the Company and hence such accounts and records are notmaintained.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

No amount was required to be transferred by the Company to the InvestorEducation and Protection Fund during the financial year under reporting.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act the Board of Directors to thebest of their knowledge and ability confirm that:

(a) in the preparation of the annual financial statements for the yearended March 31 2019 the applicable accounting standards have been followed along withproper explanation relating to material departures ;

(b) they have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the loss of the Company for that period;

(c) they have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingthe 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 financial controls to be followed bythe Company and such internal financial controls are adequate and operating effectively;and

(f) they have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems are adequate and operatingeffectively.

CORPORATE GOVERNANCE

The Company is committed to uphold the high standards of CorporateGovernance and adhere to the requirements set out by the Securities and Exchange Board ofIndia.

The Company's Board has taken various steps to enhance the corporategovernance and compliance at group level which encompasses from change in top managementincluding appointment of senior officials at REL level to re-organization of Boardsofsubsidiaries of the Company.

A detailed report on Corporate Governance along with the Certificate ofM/s Sanjay Grover & Associates Company Secretaries regarding compliance withconditions of Corporate Governance as stipulated in Part C of Schedule V of the SEBI LODRRegulations forms integral part ofthis Report.

AUDITORS

M/s S.S. Kothari Mehta & Co. Chartered Accountants (FirmRegistration No. 000756N) were appointed as statutory auditors of the Company by theshareholders at the 33rd Annual general Meeting of the Company ("AGM") held onSeptember 212017 to hold office for a period of five consecutive years commencing fromthe financial year 2017-18 i.e. from the conclusion of 33rd AGM until the conclusion ofthe 38th AGM to be held in the year 2022 (subject to the ratification of appointment atevery AGM as per provisions of Section 139(1) of the Act).

However in accordance with the Companies Amendment Act 2017 enforcedon May 07 2018 by Ministry of Corporate Affairs the appointment of Statutory Auditors isnot required to be ratified at every Annual General Meeting.

AUDITORS' REPORT

The Reports given by the Auditors on the financial statements of theCompany form part of this Annual Report. The Management response on the StatutoryAuditors' Qualification / Comments on the Company's standalone financial statements andconsolidated financial statements is as below:

Management's response on the Statutory Auditors'Qualification / Comments on the Company's standalone financial statements:

a. Qualification pertaining to non-redemption of Preference Shares bythe Company due for redemption

on October 31 2018 in the Auditors Report: The Company has notredeemed 1500000 preference shares due for redemption on October 31 2018 (Redemptionvalue ofर 4190.28 lakhs) and disputed the liability stating the transaction to be anillegal one by filing the interim application having I.A. No. 16727/2018 in the matter ofDaiichi Sankyo Company Limited vs. Malvinder Mohan Singh & Others (Petition O.M.P.(EFA) (COMM) NO. 6 OF 2016). The Company has already accounted for the redemption value ofर 4190.28 lakhs in its financial statements. Since the matter is sub- judice themanagement cannot determine the amount of any additional liability at this point of timeif any which may arise due to non-redemption of said preference shares.

b. Qualification pertaining the process for updating the documentationfor Micro Small & Medium Enterprises as per MSMED Act 2006 in the Report on InternalFinancial Controls: The Company has initiated the process and have identified thesubstantial vendors under the MSMED Act 2006 during the year under review and same isproposed to be completed in the quarter ending September 30 2019.

Management's response on the Statutory Auditors'Qualification / Comments on the Company's consolidated financial statements

a. Qualification pertaining to Lakshmi Vilas Bank adjusting the fixeddeposits of Religare Finvest Ltd. subsidiary of the Company (RFL): RFL had filed a suitfor recovery of amounts misappropriated by the Lakshmi Vilas Bank ("LVB") placedas Fixed Deposits with it on May 31 2018 before the Hon'ble Delhi High Court. TheHon'ble High Court was pleased to pass interim Orders directing that status quo bemaintained in respect of RFL's current account maintained with LVB.

It is pertinent to mention here that LVB has sought to delay theadjudication of the interim reliefs and the suit for recovery sought by RFL by filingmultiple applications all of which have been kept in abeyance by the Hon'ble Courttill such time RFL's applications for interim reliefs are disposed of. The pleadingsin the matter are now complete in as much as LVB has filed a reply to RFL's suit andRFL has filed its rejoinder to the same. LVB has further filed a sur rejoinder to therejoinder filed by RFL. Strategic Credit Capital Private Limited and Participation Financeand Holdings (India) Pvt Limited have filed applications to be impleaded in the matterwhich are yet to be adjudicated on by the Hon'ble Court. The case has been fixed forarguments on interim applications filed by RFL for various dates since July 19 2018 tillMarch 112019. On March 11 2019 arguments were addressed at length by the counsel ofPlaintiff. The Hon'ble Court was pleased to reserve order on the interim applicationon April 12 2019.

Thereafter LVB filed another application placing ex-parte SEBI orderdated March 14 2019 on record. RFL filed affidavit pursuant to the order dated April 92019 passed by the Hon'ble High Court of Delhi along with the reply qua the ex-parteinterim orderofthe SEBI dated March 14 2019 and letters addressed to RBI & NHB.

RFL has now filed an amendment application seeking amendment of plaintbefore the Hon'ble High Court of Delhi on which notice has been issued for August 232019.

Apart from the civil suit for recovery RFL has also filed a criminalcomplaint against LVB and other accused persons on May 15 2019 before the EconomicOffences Wing Delhi which is under investigation.

b. Qualification pertaining to Corporate Loan Book of Religare FinvestLtd. subsidiary of the Company (RFL): RFL has an exposure of र 203670 Lakhs as perfinancials as at March 312019 towards the Corporate Loan Book. RBI has raised concerns inthe past about the credit worthiness of the borrowers credit appraisal and loansanctioning mechanism followed by RFL in respect of this book. The management has reviewedthe portfolio and the financial reports of the borrowers to determine the recoverabilityof the said loans. Based on the maturity dates of the loans recovery steps instituted andthe financial reports of the borrowers RFL had on a prudent basis made full provisionofर 203670 Lakhs as at March 312019 against this portfolio.

A law firm of repute was appointed to undertake a detailed diligence onthis loan book and the said diligence has been completed. Insolvency proceedings have beeninitiated before the NCLT Delhi and Kolkata against the Borrowers forming a part of theCorporate Loan Book. The Insolvency Petitions filed before the NCLT New Delhi were listedon March 27 2019for addressing arguments for the admission of petitions.

Arguments were heard at length on the said date and the Hon'bleNCLT was pleased to reserve its order and requested the counsels for all the parties tofile their written submissions. Order reserved for admission but the Proceedings arestayed by Supreme Court vide order 05.04.2019. Based on the due diligence report and thereplies filed by the borrowers before the NCLT RFL had also filed a criminal complaintbefore the EOW Delhi on which a F.I.R. no. 50/2019 has been registered and is underinvestigation.

Whereas the insolvency petition titled as "Religare FinvestLimited vs. Bharat Road Network Limited" filed before the NCLT Kolkata was listedfor admission hearing on March 29 2019. The corporate debtor/borrower has filed its replyon the last date of hearing i.e. 18-Jul-19 to which RFL has to file its rejoinder. Thematter is posted for admission hearing on August 19 2019

During the yearended March 312019 there is no movement in thisportfolio.

c. Qualification pertaining to increase in rates by some of the lendersand not creating provision for the increased rate by Religare Finvest Ltd. subsidiary ofthe Company (RFL): RFL has raised the concern and is perusing with the banks for restoringthe contractual Rate of Interest. RFL has not made the provision of increased amount ofInterest amounting to र 2898.47 lakhs but has shown the same as contingent liability inthe financial statements.

d. Qualification pertaining to sale of GNPA of र 3038.13 lakhs for avalue of र 2278.60 lakhs to a Trust for security receipt as a consideration by ReligareHousing Development Finance Corporation Ltd. subsidiary of RFL (RHDFCL): Sale of GNPA toReliance ARC is concluded within the RBI purview and the RHDFCL has obtained true saleopinion for concluding the transaction. Accordingly RHDFCL has derecognized the NPA loanreceivables and has recognized security receipts as investments in the books of accounts.RHDFCL shall recognize profit/ loss on the Security Receipts based on the evaluation byindependent rating agency as stipulated under RBI Regulation. Under IND-AS the securityreceipts issued by the trust would full-fill the criteria for a financial asset and hasbeen recognized in its books.

e. Qualification pertaining to increase in rates by some of the lendersand not creating provision for the increased rate by RHDFCL: In previous year because ofrating downgrade lenders have arbitrarily increased the interest rate and RHDFCL hasrequested for the reversal of such increase in rates. Banks have placed RHDFCL request tothe appropriate authority for such reversal. Therefore RHDFCL has not recognized asinterest expenses and shown as contingent liability.

Management's response on the Statutory Auditors'Qualification / Comments on the Company's consolidated report on Internal FinancialControls pertaining to RFL:

(i) Material weakness in Internal Financial Control over FinancialReporting in the Credit evaluation process in respect of Corporate Loan Book and loanagainst property & shares;

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

(ii) Updated documentation for Micro Small & Medium Enterprises asMSMED Act 2006; During the year under review RFL has taken steps for updating itsdocumentation for Micro Small and Medium Enterprises as per MSMED Act 2006 which isexpected to be completed this year.

(iii) Strengthening of control over Information Technology GeneralControls: RFL management has implemented corrective actions in the Controls overInformation Technology General Controls during the year under review. However certaincontrols need to be further strengthened particularly in respect of access rightsmanagement and IT assets management for which adequate steps are being taken by theManagement.

SECRETARIAL AUDITORS' REPORT

As per provisions of Section 204 of the Act the Board of Directors ofthe Company has appointed M/s P I & Associates as the Secretarial Auditor of theCompany to conduct the Secretarial Audit. The Secretarial Audit Report for the financialyear ended March 31 2019 is annexed to this Report. Management comments onqualifications given by auditors in the report are as follows:

(a) Non-compliance with Secretarial Standards issued by The Instituteof Company Secretaries of India:

The Company has complied with Secretarial Standards except in few caseswhere minutes were circulated

to the Board members beyond prescribed timelines due to frequentchanges at Board and management level during year under review. The management will takesteps to ensure that same is not repeated in future.

(b) Non-submission of audited financial results for the quarter andyear ended March 31 2018 within the sixty days: The meeting of Board of Directors toconsider and approve the audited financial results for the quarter and year ended March31 2018 was held on May 30 2018. The Board meeting commenced at 10:30 a.m. on May 302018 and ended at 2.30 a.m. on Thursday May 31 2018. Consequently the Company couldupload the results only after the closure of Board meeting (in next 30 minutes of closureof the Board meeting) which resulted in delay of approx. 3 hours in submission offinancial results to the exchanges. The Company represented before the exchanges forcondoning the marginal delay of approx.. 3 hours in submission of results which wasacceded to by the NSE while no further communication was received from BSE on same.

(c) Appointment of CFO: The office of CFO became vacant on January 242018. The Company was required to appoint CFO within six months i.e. by July 23 2018. TheCompany was looking for the candidates for the CFO position but given the situation ofGroup and various ongoing investigations the Company could not fill in the positionwithin prescribed time limit. The Company subsequently appointed Mr. Gurvinder SinghJuneja as Chief Financial Officer with effect from April 23 2019.

(d) Performance evaluation of the Board in FY 19: The performanceevaluation was initiated by the Company during the financial year 2018-19 but samecouldn't be completed as the majority of the Board members were newly appointeddirectors at the time of evaluation and were not in a position to do the evaluationexercise.

(e) Non-approval of a related party transaction with Religare FinvestLimited (RFL) subsidiary company: A

transaction amounting र 131.35 lakhs with RFL was missed forprior-approval of the Audit Committee. The said transaction was in relation to expensereimbursement for the common shared service to RFL which was required to be paid due toshifting of employees of the Company to a new common floor in March 2018 which was ownedby the said subsidiary on lease basis. The said transaction was subsequently ratified bythe Audit Committee in its meeting held on September 06 2018.

(f) Non-compliance of Directions relating Master Directions -Information Technology for the NBFC Sector:

The Circular is primarily talking about the NBFCs without any mentionof CICs hence the Company immediately wrote to RBI after the circular came to seekclarification of its applicability on the Company being a CIC.

RBI clarified on the matter only in February 2018 to comply the same.Thereafter the Company immediately took necessary steps and the Gap Assessment as per RBIrequirement has been conducted and the report has already been presented to the Board inMay 2018 and the Board was also apprised about RBI's requirements w.r.t. IT frameworkin its meeting held in May 2018.

Further thereafter there were frequent changes at the Board andmanagement level hence no further decision and action was taken to comply the requirementofsaid RBI Master Directions.

However the management and the department heads have internallydiscussed evaluated and are in the process of finalization of the said policies andnecessary steps are being taken to get the same approved by the Board of Directors.Towards the same the Company has already constituted the IT Strategy Committee in May2019.

PARTICULARS OF INVESTMENTS LOANS AND GUARANTEES

The Company being an NBFC is exempted from the provisions of Section186 [except sub-section (1)] of the Act. Accordingly details of particulars of loansguarantees or investments as required to be provided as per Section 134(3)(g) of the Actare not provided.

RELATED PARTY TRANSACTIONS

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

All Related Party Transactions are placed before the Audit Committeefor approval as per the Related Party Transactions Policy of the Company as approved bythe Board. The policy is also uploaded on the website of the Company & can be accessedthrough the link https://www.religare.com/pdf/Related_party_Transaction_Policy_02042019.PDF

Since all related party transactions that were entered into during thefinancial year were on an arm's length basis and were in the ordinary course ofbusiness and there was no material related party transaction entered by the Company duringthe year

as per Related Party Transactions Policy no details are required to beprovided in Form AOC-2 prescribed under clause (h) of sub-section (3) ofsection 134 oftheAct and Rule 8(2) ofthe Companies (Accounts) Rules 2014.

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

The Board of Directors of the Company has constituted a Risk ManagementCommittee which is responsible for framing implementing monitoring and periodicallyreview the effectiveness of the risk management plan and make appropriate changes as andwhen necessary. The details ofthe Committee are set out in the Corporate Governance Reportforming part of the Annual Report.

The Company / REL is not an operating company and therefore major risklies with management and operation of its subsidiary / group companies. The Company beingan investment holding company has a comprehensive Risk Management framework andoverarching Risk Management policy which is adopted by each of the key subsidiaries whileformulating their Risk Policy. Risk Management Policy is aimed at identificationevaluation mitigation monitoring and reporting of identifiable risks. Respectivefunctional head and/or risk management department of subsidiaries are responsible forimplementation ofthe Risk Management system and maintenance of record of risk andmitigation plan in Risk & Control Matrix (RCM) which is tested and updatedperiodically. Therefore the risk framework defines the risk management approach acrossthe enterprise at various levels including documentation and reporting. The framework hasdifferent risk models which help in identification of risks and their classification inHigh Medium and Low categories on the basis of likelihood impact and velocity. .

The subsidiary company's Risk Management Committee authorized by therespective Board or in its absence the respective Audit Committee reviews the riskmanagement policy and appropriateness of systems and controls in this regard and submitsits report to the Risk Management Committee of your Company on periodical basis.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company has a vigil mechanism named Whistle Blower Policy to dealwith instance of unethical practices fraud and mismanagement actual or suspected fraudor violation of the Company's code of conduct or ethics policy and any leak/suspected leakof Unpublished Price Sensitive Information or gross misconduct by the employees of theCompany if any that can lead to financial loss or reputational risk to the organization.The detail ofthe Whistle Blower Policy has been posted on the website of the Company &can be accessed through the link https://www.religare.com/ Policies.aspx

During the year under review no complaint pertaining to the Companywas received under the Whistle Blower mechanism. INTERNAL FINANCIAL CONTROLS AND INTERNALCONTROL SYSTEM

The Company has an Internal Control System commensurate with the sizescale and complexity of its operations. The scope and authority of the Internal Auditfunction is defined in the comprehensive agreement with the internal audit agency whichis reviewed and approved by the Audit Committee of the Company and its respectivesubsidiaries. The Company has appointed M/s KPMG as the Internal Auditor of the Company asapproved by the Audit Committee. KPMG also assist the Company and its key subsidiaries intesting and reporting of Internal Financial Controls (IFC) on quarterly basis through anintegrated system of internal audit and IFC testing. To maintain its objectivity andindependence the Internal Auditor agency directly reports to the Audit Committee.

The Internal Auditor evaluates the efficacy and adequacy of theinternal control system and internal financial controls in the Company its compliancewith operating systems accounting procedures policies and regulatory requirements at alllocations of the Company and its subsidiaries. Based on the integrated report of internalaudit function and IFC process owners undertake corrective action in their respectiveareas and thereby strengthen the internal controls. Significant audit observations andcorrective actions thereon along with IFC dashboard are presented to the Audit Committeeon periodical basis.

HUMAN RESOURCES

The Company and its subsidiaries have been operating in challengingtimes. However in continuation to our dedicated efforts towards rebuilding the Group wehave seen a lot of tangible and positive developments in the Company: induction ofcredible members in the Board of Directors increased corporate governance and controlscost rationalization closer interaction with regulators and attraction offresh talent.

As the transition of the Company in to this new phase continues ourmanagement and employees are strongly aligned towards building an enabling eco-system torestore high growth and profitability. Employees are our vital and most valuable assets.Over this period we have developed a strong culture of transparency through constant

employee communication. In order to boost the employee morale theorganization has recognized the commitment loyalty and contribution of its internalstakeholders. The Company is dedicated to offering its employees favorable workenvironment and opportunities to navigate through the current period and also influenceits future course of direction as planned.

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

The Company has in place an Anti-Sexual Harassment Policy in line withthe requirements of The Sexual Harassment of Women at the Work Place (PreventionProhibition and Redressal) Act 2013 and rules made thereunder. An Internal ComplaintsCommittee (ICC) is in place as per the requirements of the said Act to redress complaintsreceived regarding sexual harassment. All employees (permanent contractual temporarytrainees) are covered under this policy. No case has been reported during the year underreview.

PARTICULARS OF EMPLOYEES

The details required under Section 197(12) of the Act read with Rule5(1) & 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 are annexed as "Annexure B" to this report.

COMPLIANCE WITH SECRETARIAL STANDARADS

The Board of Directors affirm that except as mentioned in SecretarialAudit Report and Managements' response on same the Company has complied with theapplicable Secretarial Standards issued by the Institute of Company Secretaries of India(SS1 and SS2) respectively relating to Meetings of the Board its Committees and theGeneral Meetings.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant or material orders passed by theRegulators/Courts which would impact the going concern status ofthe Company and itsoperations in future except to the extent mentioned in this Report.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION

There are no material changes and commitments adversely affecting thefinancial position of the Company which have occurred between the end of the financialyear of the Company to which the financial statement relate (i.e. March 312019) and as ofdate of the report i.e. August 08 2019.

ACKNOWLEDGEMENTS

Your Directors would like to express their sincere appreciation for theco-operation and assistance received from the Company's Bankers Regulatory BodiesStakeholders including Financial Institutions and other business associates who haveextended theirvaluable sustained support and encouragement during the year under review.

Your Directors also wish to place on record their deep sense ofgratitude and appreciation for the commitment displayed by all executives officers andstaff at all levels ofthe Company during the year under review. Your Directors would alsolike to thank all shareholders for their continued faith in the Company and look forwardto your continued support in the future.

By order of the Board of Directors
For Religare Enterprises Limited
Sd 1-
Rashmi Saluja
Non-Executive Independent Chairperson
DIN: 01715298
Place: New Delhi Address: Prius Global A-345
Date: August 08 2019 Sector - 125 Noida - 201 301