Religare Enterprises Limited
Your Directors have pleasure in presenting this 36th Annual Report onthe business and operations of the Company together with Audited Financial Statements forthe financial year ended March 312020.
STATE OF AFFAIRS OF THE COMPANY
Your Company made significant progress in Financial Year 2019-20overcoming the challenges faced due to past financial irregularities committed against theCompany and Religare Finvest Limited (RFL) a material subsidiary of theCompany by the promoters and ex-management. Since February 2018 professional Boardmembers have been inducted on the Board of Directors to provide leadership and guidance tothe Religare group. A new and experienced Management Team has also been inducted into theCompany and RFL. The Company and RFL are pursuing all regulatory and legal actions bothcivil and criminal to ensure recovery of funds siphoned from Religare group. The Companyalso raised necessary capital directly and through its subsidiaries towards the growth ofthe underlying businesses in its material subsidiaries. Resolution of some of the pastdisputes and legacy issues are also the highlights of this financial year.
The Company came out with a Preferential Issue of convertible warrantsin the Financial Year 2018-19. During the year under review few warrant holders (originaland transferees) exercised their conversion option on 41185419 warrants by paying thebalance 75% of the total consideration money amounting to Rs. 16154.98 Lakhs. Fundsreceived were primarily utilized to meet external debt repayments and protect the value ofthe underlying investments to ensure that the Religare group emerges financially strongand stable over a period of time. The allocation of capital has been a fine balancebetween paying off external liabilities and to provide funding to subsidiary businesses tohelp them remain solvent which played a critical role and helped the Group restoreconfidence amongst various stakeholders i.e. Investors Employees Business Partners andBanks etc.
During the year under review and thereafter Company and itssubsidiaries continue to pursue the various initiatives taken in previous years towardsrevival of the Company and the Group ranging from filing application for re-classificationof Promoters and Promoters Group into Public Shareholders category recovery proceedingsat various forums for the recovery of money advanced under the CLB of RFL filing ofcriminal complaints with appropriate forums against the Promoters past management andothers for investigation of various suspicious transactions involving fund movement fromthe Religare group.
The new management has explored various fund raising options in theCompany and its subsidiaries few of which 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 is working on a Debt Resolution Planat RFL level in consultation with RFL lenders; the details of which are elsewhereexplained in the Report.
All these measures have helped the Religare Group to sustain incritical conditions and are steps towards strengthening the overall position of the Group.The Company wishes to seek the continued support of the entire investors group alongwiththe support of the other stakeholders to meet the challenges effectively. The new Boardand management are hopeful to come out of these difficult times and to bring back theGroup to its past glory with your enduring patience and support.
The COVID-19 pandemic has significantly impacted the economicactivities and business operations of the companies across the Country on account oflockdown that started towards the end of the financial year. This has inter alia affectedthe business operations of subsidiaries of the Company engaged in the business of lendinghousing finance broking and insurance since the last week of March 2020. Further inaccordance with the RBI guidelines relating to COVID-19 RegulatoryPackage'dated March 272020 Religare Finvest Limited (RFL) and Religare HousingDevelopment Finance Corporation Limited (RHDFCL) have offered EMI moratorium to itscustomers based on requests as well as on a suo- moto basis. Estimates and associatedassumptions applied in preparing the consolidated financial statements of the
Company especially for determining the impairment allowance of Rs.3819.19 Lakhs for RFL and of Rs. 173.99 Lakhs for RHDFCL on a consolidated basis arebased on historical experience and other emerging/ forward looking factors on account ofthe pandemic. Care Health Insurance Limited (formerly Religare Health InsuranceCompany Limited) (CHIL) considering that the COVID-19 is rapidly spreading in thecountry and can substantially impact the claim level in future and the Reserve forunexpired risk' held at the year-end may not be adequate to meet the increased levelof claims in future has created an additional provision of Rs 2445.62 Lakhs towardspremium deficiency based on the review conducted and as advised by its Appointed Actuarywhich is also in terms of its accounting policy on Premium Deficiency Reserve.
The Group believes that the factors considered are reasonable under thecurrent circumstances. The Group has used early indicators of moratorium and delayedpayment metrics observed alongwith an estimation of potential stress on probability ofdefault and exposure at default due to COVID-19 situation in developing the estimates andassumptions to assess the expected credit losses on loans and has recognised an additionalexpected credit loss of Rs. 6438.80 Lakhs on a consolidated basis. Given the dynamicnature of the pandemic situation these estimates are subject to uncertainty and may beaffected by the severity and duration of the pandemic. In the event of the impacts beingmore severe or prolonged than anticipated this will have a corresponding impact on thecarrying value of financial assets the financial position and performance of the Group.
FINANCIAL RESULTS AND BUSINESS OPERATIONS
The highlights of standalone and consolidated financial performance ofthe Company for the financial years 2019-20 and 2018-19 are as under:
(Rupees in Lakhs)
|Particulars || |
For the financial year 2019-2020
For the financial year 2018-2019
|Standalone (Audited) ||Consolidated (Audited) ||Standalone (Audited) ||Consolidated (Audited) |
|Total Income ||6058.94 ||239747.85 ||3516.57 ||238101.10 |
|Total Expenditure ||20075.27 ||325746.28 ||18127.79 ||388445.36 |
|Profit before Tax ||(14016.33) ||(85998.43) ||(14611.22) ||(150344.26) |
|Exceptional Items ||(17000.00) ||(17000.00) ||- ||- |
|Profit / (Loss) before Tax after exceptional items ||(31016.33) ||(102998.43) ||(14611.22) ||(150344.26) |
|Share in Profit / (Loss) of Joint Ventures ||- ||(13.14) ||- ||(8.96) |
|Profit / (Loss) Before Tax ||(31016.33) ||(103011.57) ||(14611.22) ||(150353.22) |
|Income tax Expense/ (Credit) ||- ||785.99 ||- ||(258.16) |
|Profit / (loss) After Tax ||(31016.33) ||(103797.56) ||(14611.22) ||(150095.06) |
|Other Comprehensive Income ||(51.50) ||1383.75 ||16.19 ||395.34 |
|Total Comprehensive Income for the period ||(31067.83) ||(102413.81) ||(14595.03) ||(149699.72) |
|Less: Share of Non- Controlling Interest ||- ||(10357.44) ||- ||(21347.86) |
|Total Comprehensive Income/ (Loss) (after tax and non-controlling interest) ||(31067.83) ||(92056.37) ||(14595.03) ||(128351.86) |
(i) Consolidated Performance
We recorded a Loss After Exceptional Items and Before Tax'of Rs. 102998.43 Lakhs for Financial Year 2019-20 as compared to Loss AfterExceptional Items and Before Tax' of Rs. 150344.26 Lakhs for Financial Year2018-19. Loss After Tax and Share in profit/loss of Joint Venture' was Rs.103797.56 Lakhs for Financial Year 2019-20 as compared to Loss After Tax and Sharein profit/loss of Joint Venture' of Rs. 150095.06 Lakhs for Financial Year 2018-19.Total Comprehensive Income / (Loss) attributable to the Owner of the Company for theFinancial
Year 2019-20 is Rs. (92056.37) Lakhs as compared to Rs. (128351.86)Lakhs in Financial Year 2018-19. Basic earnings per share increased to Rs. (39.55) inFinancial Year 2019-20 from Rs. (63.32) in Financial Year 2018-19.
One of the major causes for which the Company has incurred losses on aconsolidated basis is an additional provision of Rs 38786.78 Lakhs (net of inter-companyelimination) in Financial Year 2019-20 made against loans and investments by ReligareFinvest Limited wholly owned subsidiary of the Company and a settlement consideration ofRs. 17000 Lakhs payable by the Company to Axis Bank Limited.
(ii) Standalone Performance
We recorded a Loss After Exceptional Items and Before Tax'of Rs. 31016.33 Lakhs for Financial Year 2019-20 as compared to Loss AfterExceptional Items and Before Tax' of Rs. 14611.22 Lakhs for Financial Year 2018-19. Loss After Tax was Rs. 31016.33 Lakhs for Financial Year 2019-20 as compared toLoss After Tax of Rs. 14611.22 Lakhs for Financial Year 2018-19. TotalComprehensive Income / (Loss) for the Financial Year 2019- 20 is Rs. (31067.83) Lakhs ascompared to Rs. (14595.03) Lakhs in Financial Year 2018-19. Basic earnings per sharedecreased to Rs. (13.16) in Financial Year 2019-20 from Rs. (6.93) in Financial Year2018-19.
(iii) Operating Performance of Businesses
In the Lending business our subsidiary Religare Finvest Limited(RFL) which is focused primarily on lending to the SME segment had totalbook size of Rs. 530644 Lakhs out of which SME book constituted 52% and amounted to Rs.277486 Lakhs as at March 31 2020 in accordance with Ind-AS. RFL has been under theCorrective Action Plan (CAP) of RBI vide its letter dated January 18 2018 andhas been prohibited from expansion of credit/investment portfolio other than investment ingovernment securities and not to pay dividend. Therefore RFL has focused its efforts oncollections recovery and correcting the asset liability mismatch in its books. During theyear RFL paid a sum of Rs. 151707 Lakhs to its lenders. RFL has approached its lenderswith a revised Debt Resolution Plan to correct the asset liability mismatch in itsbusiness. Simultaneously efforts are also being made to raise necessary equity capital.RFL has already made provisions on its entire Corporate Loan Book of Rs. 203670 Lakhs inprevious years. RFL retains its presence across 20 branches across SME clusters in Indiaalongwith its experienced SME focused management team. RFL is also actively pursuing legaland regulatory matters towards resolving all issues. RFL is taking necessary correctiveactions and making all efforts to come out of the RBI CAP and resume normal businessoperations at the earliest.
RFL's subsidiary Religare Housing Development Finance CorporationLimited (RHDFCL) which focuses on providing loans to the affordable housingsegment disbursed loans totaling Rs. 1744 Lakhs during the year and the total book sizestands at Rs. 60317.64 Lakhs as on March 31 2020 in accordance with Ind-AS. The totalincome and PAT after OCI for the financial year were respectively Rs. 10184 Lakhs and Rs.487 Lakhs. The current book consists of 71% of Affordable house loans followed with 24% ofLoan against Property; the remaining 5% consists of builder loans. The average ticket sizefor the home loans has been Rs. 12.2 Lakhs. RHDFCL has a pan India presence with a networkof 27 branches. RHDFCL has remained profitable in each year of its operations since itbecame a part of the Religare group.
Our Health Insurance business Care Health Insurance Limited (Formerlyknown as Religare Health Insurance Company Limited) (CHIL) registeredGross Written Premium of Rs. 240901 Lakhs during the Financial Year 2019-20 a growth of31 % over the previous financial year and reported PBT of Rs. 6589 Lakhs. As at March 312020 CHIL has established a Pan-India distribution network of 150+ branches. It servicesover 750+ locations across the Country and has a hospital network of 10000+ hospitals. Itoffers 21 products to cater to varied customer needs. CHIL follows a multi-product andmulti-channel distribution strategy. Its products span across retail health group healthtravel insurance etc. and it has a good channel mix consisting of agency brokerscorporate agents online and bancassurance.
The Retail Broking business which comprises of Religare BrokingLimited (RBL) and Religare Commodities Limited (RCL) reportedconsolidated revenue of Rs. 21986 Lakhs for the financial year ended March 312020. RBLservices more than one million unique customers and has presence in 400+ towns and citiesacross India.
RBL provides multi-platform options such as Branch Web App Call nTrade to enhance customer convenience and ease. RBL also has Bancinvest partnerships withvarious banks like Induslnd Bank Limited Andhra Bank Bank of Maharashtra CorporationBank Karur Vysya Bank Limited South Indian Bank Limited UCO Bank and Union Bank ofIndia etc. RCL won Best Broking House - 2019' Bullion by MCX and RBL also won- NSE Market Achievers Awards 2019- Regional Retail Member of the Year- North - 2019. Forbetter business synergy the commodities broking business of RCL has been transferred toits holding company RBL as a slump sale' (as defined as per section 2 (42C)of the Income-tax Act 1961) at a total cash consideration of Rs. 2300 Lakhs witheffective date of September 7 2019.
CHANGE IN NATURE OF BUSINESS
During the year under review there was no change in the nature ofbusiness of the Company.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management's Discussion and Analysis Report for the year underreview detailing economic scenario and outlook as stipulated under Schedule V of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 (SEBI LODRRegulations) is presented in a separate section and forms an integral part of thisReport.
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.reliaare.com/pdf/Rel DividendPolicvNov2016.pdf
However the members may please note that the Reserve Bank of India(RBI) vide its letter dated April 5 2019 has advised the Company to stoppaying dividends till further orders from RBI and has continued that restriction vide itsletter dated December 19 2019.
SUBSIDIARIES & JOINT VENTURES
As at March 31 2020 your Company has 25 direct and indirectsubsidiaries. During the year under review the businesses of the Company and itssubsidiaries and changes if any have been explained elsewhere in this report andManagement's Discussion and Analysis Report. In terms of Section 129(3) of theCompanies Act 2013 (Act) your Company has prepared a statement containingthe salient features of the Financial Statements of our subsidiaries & joint venturesin the prescribed format AOC-1 which is attached to the Consolidated Financial Statementsof the Company. The said statement contains a report on the performance and financialposition of each of the subsidiaries and hence is not repeated here for the sake ofbrevity. Further the details of major subsidiaries of the Company and their businessoperations during the year under review are covered in the Management's Discussionand Analysis Report.
As at March 31 2020 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
The Capital to Risk Weighted Assets ratio (CRAR) of RFL ason March 31 2020 is below the prescribed limit. Reserve Bank of India (RBI)vide its letter dated January 18 2018 has advised RFL to adhere to corrective action plan(CAP) given by it. The said CAP interalia prohibits RFL from expansion ofcredit/investment portfolios other than investment in Government Securities and advicesRFL not to pay dividend. In this regard RFL is taking the necessary corrective measuresas advised by RBI and will seek removal of CAP in the due course.
2. Corporate Loan Book
RFL has an exposure of Rs. 203670 Lakhs as per financials as at March31 2020 towards the Corporate Loan Book. RBI has raised concerns in the past about thecredit worthiness of the borrowers credit appraisal and loan sanctioning mechanismfollowed by RFL in respect of this book. Based on the maturity dates of the loansrecovery steps instituted and the financial reports of the borrowers RFL had on aprudent basis made full provision of Rs. 203670 Lakhs during the previous years againstthis portfolio. Insolvency proceedings have been initiated before the Hon'ble NCLTDelhi against the Borrowers forming a part of the Corporate Loan Book. RFL has filedpetitions in Hon'ble NCLT for recovery of corporate loans. Hon'ble Supreme Courthas stayed these proceedings in a hearing of the matter titled Daiichi Sankyo CompanyLimited vs. Oscar Investments Limited. RFL has filed application for intervention whichhas been allowed by the Supreme Court however the application for vacation of stay is yetto be heard by the Court.
RFL had filed a criminal complaint on December 19 2018 before theEconomic Offence Wing (EOW) for various criminal actions committed by the erstwhilepromoters and other associated persons/entities. The EOW filed its charge sheet on January5 2020 against various accused persons and entities. The Enforcement Directorate hassuo-moto lodged an enforcement case under the Prevention of Money Laundering Act. The EDhas filed its charge sheet on January 10 2020 and cognizance has also been taken by theCourt. The Company and RFL have also filed a complaint with CBI against various accusedunder various sections of Indian Penal Code 1860.
3. Debt Resolution Plan
During the year ended March 31 2020 RFL proposed its DebtRestructuring Plan (DRP) to the lenders with the cut-off date of April 1 2019 in terms ofRBI circular on Prudential Framework for Resolution of Stressed Assets dated June 7 2019to realign its debt with cash flows. The payments to lenders were being made in accordancewith the proposed DRP. However RBI did not accede to the RFL's request seekingapproval for acquisition of control of RFL by TCG Advisory Services Private Limited (TCG)in the month of March 2020. During the same month RFL also made a further payment of Rs.83708.26 Lakhs to its lenders. The total amount paid to lenders aggregates to Rs. 151707Lakhs (including Rs. 8764 Lakhs lying with SBI) during the year ended March 31 2020.Subsequent to the year end RFL has submitted its revised DRP to the lenders and alongwiththe Company is working towards its revival including discussions with potential investors.Accordingly the financial statements of RFL have been prepared on Going Concern basis.
4. Matters related to Strategic Credit CapitalPrivate Limited (SCCPL) and its Associates
(i) As disclosed in previous annual reports during the year endedMarch 31 2018 RFL entered into a settlement agreement with SCCPL and its associatecompanies for withdrawing various litigations against each other in respect of assignmentof loans by RFL to SCCPL. RFL is pursuing recovery of Rs. 79367.20 Lakhs (fully providedfor) from SCCPL. Despite the settlement SCCPL and its associates have filed a suit beforethe Hon'ble District Court Saket seeking various reliefs and also seeking dischargeof their obligations under the Settlement Agreement. The matter is sub-judice.
(ii) SCCPL & Participation Finance & Holdings (India) Pvt. Ltd.(PFH) have filed a commercial civil suit before Hon'ble Delhi High Court againstLakshmi Vilas Bank (LVB) wherein they have arrayed the Company and other entities asparty. SCCPL and PFH are seeking various reliefs in the petition against LVB and amongstother relief a direction against the RFL's fixed deposits placed with LVB. Aninterim order dated February 22 2018 was passed to maintain status quo regarding theReligare trademark as described in the Schedule of the Deed of Assignment. The Company hasalso filed application for rejection of plaint under order-VII Rule-11 and application u/s340 Cr.PC against SCCPL for filing fabricated indemnification cum release agreement.Further Loancore Servicing Solutions Pvt. Ltd. (Loancore) has filed substitution onbehalf of SCCPL by way of assignment deed. Thereafter SCCPL also moved an application u/o39 R-1/2 of CPC seeking injunction against the Company & RFL restraining them fromselling lending business. The said application was disposed-off on August 9 2019 in termsof order dated February 22 2018. Now the case is listed for disposal of interimapplications. The matter is sub-judice.
(iii) RFL has also filed insolvency proceedings against SCCPL andPerpetual Capital and Servicing Pvt. Ltd. (PCSPL). The matters are sub-judice.
(iv) RFL has also filed various complaints with EOW New Delhi againstSCCPL Mr. Francis Daniel Lee Mr. Mohnish Mukkar and their associates for variousoffences including but not limited to cheating misappropriation forgery criminalintimidation extortion criminal breach of trust and criminal conspiracy against SCCPLand its associate entities & individuals.
5. 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 of Rs. 79144.77 Lakhs to RFL. RFL received a letterdated February 9 2018 from LVB purporting to allude to certain loans disbursed by LVB tothird parties allegedly in consideration of security of the RFL's FDs with LVB. VideRFL's letter dated February 16 2018 LVB was expressly informed that not only RFLwas not party to any loans that were allegedly sanctioned or granted by LVB to any thirdparty as also that no authorization sanction or approval had ever been provided by RFLto LVB permitting the creation of any security or encumbrance of the FDs for any thirdparty loans or borrowings. LVB was also forewarned that any attempt to subject the FDs toillegal encumbrance 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 Fixed Deposits amounting to Rs79145 Lakhs misappropriated by LVB on May 31
2018 before the Hon'ble Delhi High Court that passed interimOrders directing that status quo be maintained in respect of RFL's current accountmaintained with LVB. Further State Bank of India and SCCPL alongwith its associates havefiled application for impleadment in the said suit.
Apart from civil suit for recovery RFL had also filed a criminalcomplaint against LVB and others on May 15 2019 with Economic Offences Wing Delhi (EOW).The EOW has registered a FIR bearing no. 189 of 2019 dated September 23
2019 against LVB & Ors. for committing offence of criminal breachof trust and criminal conspiracy. RFL has also placed on record the FIR lodged by itagainst LVB & ors.
The EOW has filed its charge sheet on March 23 2020 cognizance onwhich is yet to be taken by the Court.
The matter is sub-judice. Also the Enforcement Directorate has lodgedan ECIR on the basis of the FIR lodged by EOW.
Re-classification of Promoters andPromoters Group
With respect to the Company's application with stock exchanges forre-classification of existing Promoters and Promoters Group the stock exchanges videcommunication dated March 13 2020 advised the Company to re-initiate the process ofre-classification based on the request letters dated June 07 2018 and August 08 2018earlier received from Promoters/ Promoters Group in the year 2018.
The Board of Directors accordingly through a resolution passed bycirculation on April 11 2020 has again considered the request dated June 07 2018 andAugust 08 2018 of Promoters and Promoter Groups alongwith the Company'scommunication dated March 16 2020 to Promoters and Promoters Group for re-classificationinto the Public Shareholder category and accordingly approved the proposal for there-classification of Promoters and Promoters Group into the Public Shareholderin terms of amended Listing Regulations. The shareholders of the Company have approved thematter through Postal Ballot on July 23 2020 the results of which were submitted on July24 2020. However the Company vide email dated July 23 2020 has received a communicationfrom Counsel of Mr. Shivinder Mohan Singh (One of the Promoters) stating that Mr.Shivinder Mohan Singh withdraws the request for re-classification from Promoters/Promoters Group' to Public Category'. However as intimated to StockExchanges vide its announcement dated July 24 2020 with detailed note the Company iscommitted to disassociate itself from promoters of the Company at the earliest to instillthe confidence in various stakeholders of Religare group. The Company has also intimatedits stand to Mr. Shivinder Mohan Singh vide its response dated July 24 2020. The Companyhas also submitted the application for re-classification of Promoters / Promoters Groupwith the stock exchanges on July 31 2020 which is pending for approval as on date.
Conversion of Warrants
Out of the total 111497914 convertible warrants issued by the Companyto 38 resident Indian subscribers on April 19 2018 the Company received Rs. 16154.98Lakhs in October 2019 as balance 75% consideration towards the conversion option exercisedby the few remaining outstanding warrant holders.
The last date of conversion ofwarrants was October 18 2019. Certainwarrant holders holding 31825010 warrants have not exercised their options to convertthese warrants and the Company has not received the balance 75% amount for these31825010 warrants. Accordingly in terms of Regulation 169(3) of SEBI ICDR Regulations2018 25% consideration (amounting Rs. 4161.12 Lakhs) paid against these 31825010warrants stood forfeited and transferred to Capital Reserve Account.
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 31 2020. The details of utilization of funds received frompreferential issue ofwarrants are disclosed in the notes to the Financial Statements.
Composite Scheme of Arrangement
On December 18 2019 the Board of Directors of the Company approvedsubject to requisite approvals the draft Scheme of Amalgamation (Scheme) thatis designed to simplify the Group corporate structure. In terms of the Scheme four (4)direct/indirect wholly owned subsidiaries of the Company namely Religare ComtradeLimited Religare Insurance Limited Religare Advisors Limited and Religare BusinessSolutions Limited will merge with/into the Company subject to terms and conditions asprovided in the Scheme. Further the earlier Scheme approved by the Board on May 23 2019was withdrawn accordingly.
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 has been filed with the Hon'ble NCLT on October 312020.
Termination of Share Purchase Agreement fordivestment of Lending Business
The Company entered into a Share Purchase Agreement on October 1 2019with TCG Advisory Services Private Limited (TCG) Religare Finvest Limited(RFL) and Religare Housing Development Finance Corporation Limited(RHDFCL) to divest its entire stake in RFL and consequent divestment ofRHDFCL to TCG or any of its affiliates. The transaction was subject to necessary statutoryand regulatory approvals and fulfillment of other conditions precedent. The Long Stop Datefor the transaction as mutually agreed between the parties was March 20 2020.
However RBI vide its letter dated March 20 2020 addressed to RFL hasinformed that the request seeking approval of acquisition of RFL by TCG from REL cannot beacceded to. As the Long Stop Date of March 20 2020 expired without satisfaction of allthe Conditions Precedents (CPs) and closing of the transaction as stipulated in the SPAdid not occur on or prior to the Long Stop Date i.e. March 20 2020 the aforesaid SPAstands terminated. RBI has further advised RFL to submit a revised proposal for revival ofRFL.
RFL has since submitted the revised Debt Resolution Plan (DRP) with thelenders which is under their active consideration for revival of RFL.
Divestment of partial stake in HealthInsurance Business
During the year under review the Company has entered into thedefinitive agreements (Share Subscription and Share Purchase Agreement and ShareholdersAgreement) on February 06 2020 with M/s. Kedaara Capital Fund II LLP and M/s. TrishikharVentures LLP (jointly referred as Kedaara' ) for divestment of part ofits stake in Religare Health Insurance Limited (name changed to Care Health InsuranceLimited w.e.f. August 19 2020) (CHIL).
Pursuant to same the Company has divested part of its investment inCHIL a subsidiary company on June 02 2020 to Kedaara. The total investment made byKedaara to acquire shares of CHIL is Rs. 56730.54 Lakhs which comprises of primarycapital infusion of Rs. 30000 Lakhs in CHIL and Rs. 26730.54 Lakhs for the purchase ofits shares from existing shareholders of CHIL including purchase of 6.39% stake from theCompany against a consideration of Rs. 20000 Lakhs. The Company currently holds 71.84%stake in CHIL.
Settlement with Axis Bank Limited
In relation to order dated March 21 2018 passed by Hon'ble DebtRecovery Tribunal -II New Delhi (DRT - II) in the Original Application filed by Axis BankLtd. (OA) apart from other parties the Company Religare Capital Markets Ltd(RCML) and Religare Capital Markets International (Mauritius) Limited(RCMIML) were made parties for recovery of Rs. 31293.93 Lakhs in relation toa loan facility obtained by RCMIML from Axis Bank which was inter alia secured bypersonal guarantees executed by Mr. Malvinder Mohan Singh and Mr. Shivinder Mohan Singhand certain other securities provided to Axis Bank. The Company has not provided anyguarantee/security in relation to the facility obtained by RCMIML from Axis Bank. In thematter in view of the full and final payment made by the Company to Axis Bank in terms ofthe Consent Agreement dated October 01 2019 entered into amongst the Company RCMLRCMIML and Axis Bank the Hon'ble Tribunal vide its order dated July 13 2020 hasdeleted REL RCML and RCMIML from the array of parties and Interim orders passed on March21 2018 and August 26 2019 against REL RCML and RCMIML stand vacated. In accordancewith the Consent Agreement a payment of Rs. 17000 Lakhs has been made by the Company toAxis Bank.
Settlement with Private Equity shareholdersof Religare Finvest Limited
On February 11 2020 the Company entered into Share PurchaseAgreements (SPA) for acquisition of 37641204 equity shares of RFLconstituting 14.36% shareholding of RFL from Resurgence PE Investments Limited (formerlyknown as Avigo PE Investments Limited) (Resurgence) and NYLIM Jacob BaliasIndia Fund III LLC (Jacob Balias) (Investors'). Further a ConsentTerm Agreement had been entered amongst the parties whereby the parties had agreed toamicably settle all the existing disputes initiated by the Investors against the Companyand RFL in accordance with the terms set out therein.
Accordingly in terms of the SPA 14.36% stake of RFL was acquired fromthe Investors for a consideration of Rs. 4705 lakhs and RFL became a wholly ownedsubsidiary of the Company on February 28 2020. Furtherthe put option exercised by theinvestors in 2016 has been amicably settled for a consideration of Rs. 895 lakhs.
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 2019 for the financial position as onMarch 312019. The Company has suitably submitted the reply/compliance on the SupervisoryConcerns / Advisory Letter issued by RBI in December 2019 pursuant to said inspection.
In the Supervisory Concerns / Advisory Letter dated December 19 2019RBI has advised the Company to continue to be debarred from declaring the dividends.
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 of the matter.
In response to the SEBI Order various representations and submissionswere made by Religare group companies in writing and also during the personal hearingsgranted by SEBI in the said matter. SEBI has considered the submissions made by them andpassed a Confirmatory Order dated September 11 2019 which records the submissions andmodifies the directions issued earlier. The relevant modifications in the ConfirmatoryOrder are provided below:
(i) REL and RFL (i.e. Noticee nos. 1 & 2) shall continue with thesteps to recall the loans amounting to Rs. 2065.09 Crores (approx.) extended eitherdirectly or indirectly to the Noticee nos. 5 to 17 and 19 to 25 (viz. PlatinumInfrastructure Pvt. Ltd Ad Advertising Pvt. Ltd Artifice Properties Pvt. Ltd BestHealth Management Pvt. Ltd Devera Developers Pvt. Ltd Vitoba Realtors Pvt. Ltd FernHealthcare Pvt. Ltd Modland Wears Pvt. Ltd Rosestar Marketing Pvt. Ltd Star ArtworksPvt. Ltd Tripoli Investment & Trading Co Volga Management and Consultancy Pvt. LtdZolton Properties Pvt. Ltd RHC Holding Pvt. Ltd Ranchem Pvt. Ltd ANR SecuritiesShivi Holdings Pvt. Ltd Malav Holdings Pvt. Ltd Shri Malvinder Mohan Singh and ShriShivinder Mohan Singh) alongwith due interest.
(ii) The Noticee nos. 5 to 17 and 19 to 25 shall pending completion ofthe investigation and till further orders not dispose of or alienate any of their assetsor divert any funds except for meeting expenses of day-to-day business operationswithout the prior permission of SEBI.
(Hi) The directions contained in para 10(ii) of the Interim Order inrespect of the Noticee no. 4 (Bharat Road Network Limited) and the Noticee no. 18(Religare Comtrade Limited)stand revoked.
(iv) The Noticee nos. 24 and 25 (viz. Shri Malvinder Mohan Singh andShri Shivinder Mohan Singh) shall not associate themselves with the affairs of REL andRFL in any manner whatsoever till further directions.
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) In the matters of interim ex-parte Order passed by SEBI on October17 2018 read with Confirmatory Order dated March 19 2019 and modified directions datedJune 28 2019 in the matter of Fortis Healthcare Limited (FHL) (SEBIOrder) an appeal was preferred by Religare Finvest Limited (RFL)subsidiary company of REL against the SEBI Order. After hearing the parties theSecurities Appellate Tribunal (SAT) has passed an Order dated January29 2020 quashing and setting aside the SEBI Order qua RFL. The SAT hasremitted the matter to Whole-time Member (WTM) of SEBI for passingfresh order if they so desire after giving an opportunity of hearing to RFL.
SAT has further directed RFL to maintain its assets worth Rs. 200crores for a period of three months from the SAT Order. If the WTM is unable to pass anyOrder within the said period this limited restraint order passed by the SAT will come toan end. However due to Covid-19 outbreak the Hon'ble Supreme Court has takensuo-moto cognizance and excluded the lockdown period from the limitation till furtherorders.
In the said matter Fortis Hospitals Ltd. has filed a suit for recoveryfrom RFL & Ors. on the basis the SEBI Order dated October 17 2018 and confirmatoryOrder March 19 2019. The matter is sub-judice.
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 theCompany has been cooperating in the aforesaid investigation and has been providing therequisite information / documents from time to time.
a. Cancellation of allotment of 25000000Preference Shares issued to RHC Finance Pvt. Ltd.
The Company has filed a petition before Hon'ble NCLT Delhi underSection 55 read with Section 59 and other applicable provisions of the Companies Act 2013seeking rectification of register of members of the Company. The said petition is filedwith the prayer to order declaring that the allotment of 25000000 0.001 %Non-Convertible Redeemable Preference Shares issued by the Company to RHC Finance PrivateLimited on August 30 2016 as void ab initio and /or otherwise unlawful and toconsequently cancel the said allotment. The matter is sub-judice.
b. 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) an interim applicationhas been filed by the Company disputing its liability as a garnishee. The Company has notredeemed 1500000 preference shares due for redemption on October 31 2018 and disputedthe liability stating the transaction to be an illegal one. The Hon'ble High Court ofDelhi 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 (EOW) for various offencesunder the Indian Penal Code 1860 w.r.t transactions relating to issuance and redemptionof Preference Shares. The Complaint is filed with the EOW. Investigating Officer isassigned in the matter and notice is issued to the accused. The Company has been servedwith warrants of attachment as Garnishee which is being contested / challenged. InSupreme Court there are the contempt proceedings against the Singh Brothers for allegedlyviolating Delhi High Court orders and selling their stake in Fortis Healthcare Limited.Hon'ble Supreme Court of India has stayed the proceeding which was pending before theNCLT New Delhi for passing order on admission hearing of insolvency petitions. Now RFLREL and RCTL are impleaded as a party in the said proceedings.
The term sheet signed by the Company provides a Redemption Event thatholders of the Preference Shares may have the option to subscribe to equity sharesin REL though preferential allotment worth the Due Amount subject to approval of theshareholders at the time if required and subject to compliance with SEBI regulations andother applicable law.
c. Petition against the Company under Insolvencyand Bankruptcy Code 2016
Loancore Servicing Solutions Pvt. Ltd. (Loancore) has allegedly filedas operational creditor to initiate corporate insolvency resolution process(CIRP) under Section 9 of the Insolvency and Bankruptcy Code 2016(IBC) read with rule 6 of the Insolvency and Bankruptcy (Application toAdjudicating Authority ) Rule 2016 on the basis of the Penalty Fee Agreement of Rs. 125Crore approx. As per the Company's understanding said petition is not maintainable ongrounds: (a) the Company is in financial services sector and hence can be referred to CIRPunder IBC only by RBI; (b) There is no as such Penalty Fee Agreement with Loancoreapproved by the Board of Directors of the Company ever.
d. Petition for rectification of Register ofMembers of the Company
Loancore Servicing Solutions Pvt. Limited has filed a petition with theHon'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.
e. Promoter Indemnity Agreement
In the matter of Malvinder Mohan Singh vs. Religare Enterprises Limited& Ors. in Hon'ble Delhi High Court Malvinder Mohan Singh has filed Suit fordeclaration thatthe termination of Indemnification cum Release Agreement dated November14 2017 (Indemnity) issued by the Company is unlawful. The new Boardhad cancelled the Indemnity on September 02 2018. No notice is issued on the saidPetition. The Company has raised objections regarding maintainability of suit. The matteris sub-judice.
f. Petition by Finvserve Shared Services Limited(FSSL)
FSSL has filed a petition against the Company under Section 11 of theArbitration and Conciliation Act 1996 for appointment of the Arbitral Tribunal allegingthat the Company had executed a Master Services Agreement dated 09.11.2011(MSA) with FSSL to centralize the costs of REL by the creation of a separateentity which would provide corporate services to REL and its subsidiaries which would alsofacilitate the reduction of the overall costs of REL and its subsidiaries and persuadedRHC Holding Pvt Ltd. (RHC) to make an investment of Rs. 83900 Lakhs in FSSLby way of equity preference and debt. The matter is sub-judice.
g. Non-redemption of preference shares by ReligareCapital Markets Limited (RCML)
RHC has filed has filed a petition against RCML under Section 11 of theArbitration and Conciliation Act 1996 for appointment of the Arbitral Tribunal demandingthe payment of its investment amount in the preference share capital of RCML of Rs. 52447Lakhs along with premium of Rs. 53841 Lakhs which has been due for redemption but notredeemed by RCML due to losses. The Company has also been arrayed as party to the saidpetition. The matter is sub-judice.
EQUITY SHARE CAPITAL
The current Authorized Share Capital of the Company is Rs.8164500000/- (Rupees Eight Hundred Sixteen Crores Forty Five Lakhs only) divided into654450000 (Sixty Five Crores Forty Four Lakhs and Fifty Thousand) Equity Shares of Rs.10/- (Rupees Ten only) each and 162000000 (Sixteen Crores Twenty Lakhs) RedeemablePreference Shares of Rs. 10/- (Rupees Ten only) each.
During the year under review the issued subscribed and paid up equityshare capital of the Company was increased from Rs. 2169427330 (Rupees Two HundredSixteen Crores Ninety Four Lakhs Twenty Seven Thousand Three Hundred and Thirty only)consisting of 216942733 (Twenty One Crores Sixty Nine Lakhs Forty Two Thousand SevenHundred and Thirty Three only) equity shares of Rs. 10/- (Rupees Ten only) each to Rs.2581281520 (Rupees Two Hundred Fifty Eight Crores Twelve Lakhs Eighty One Thousand FiveHundred and Twenty only) consisting of 258128152 (Twenty Five Crores Eighty One LakhsTwenty Eight Thousand One Hundred and Fifty Two only) equity shares of Rs. 10/- (RupeesTen only) each.
The issued subscribed and paid up equity share capital as on March312020 is Rs. 2581281520/-.
Post March 312020 the Company allotted 797000 Equity Shares of facevalue of Rs. 101- each at exercise price of Rs. 29.43 each pursuanttoexercise of stock options granted underthe Religare Enterprises Limited Employee StockOption Plan 2019. Pursuant to the said allotment the issued subscribed and paid upequity capital of the Company stands increased from Rs. 2581281520/- divided into258128152 equity shares of Rs. 10/- each to Rs. 2589251520/- divided into258925152 equity shares of Rs. 10/- each.
PREFERENCE SHARE CAPITAL
The Company has two types of Preference shares outstanding as on datecomprising 15 lakhs 13.66% Cumulative Non-Convertible Redeemable Preference Shares of Rs.10/- each issued in 2008 (2008 Preference Shares) and 2.5 crores 0.01% Non-CumulativeNon-Convertible Redeemable Preference Shares of Rs. 10/- each issued in 2016 (2016Preference Shares).
The Company did not redeem the 2008 Preference Shares on due date ofOctober 312018 basis the interim application filed before the Hon'ble High Court ofDelhi praying among other reliefs for the stay of redemption pending the outcome ofinvestigations into the affairs of the 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 are entitled for votingrights of approx. 8.81% on the total voting capital of the Company. The Company has alsonot paid dividend on 2008 Preference Shares but the Company has a letter dated August 202012 from then holder of these shares irrevocably and unconditionally waiving off thevoting rights on 2008 Preference Shares.
The Company has filed the petition before the Hon'ble NationalCompany Law Tribunal New Delhi Bench on June 14 2019 seeking rectification of Registerof 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 matter is sub judice.
There are no outstanding non-convertible debentures as on date.
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.
As per the requirements of Section 92(3) of the Companies Act 2013read with Rules framed thereunder the Annual Return extract in prescribed Form No MGT 9is being uploaded on website of the Company and can be accessed through the link https://www.reliaare.com/Annual-Returns.aspx
Your Company is registered with the Reserve Bank of India(RBI)1 as a Non-Deposit Taking Systemically Important Core Investment Company(CIC-ND-SI) vide Certificate No. N-14.03222 dated June 03 2014. In terms ofthe RBI Notification dated August 13 2020 the CIC-ND-SI will henceforth be termed asCore Investment Company. The Company primarily functions as an investment holding companywith more than 90% of its total assets consisting of investments in shares of subsidiarycompanies/joint venture companies.
As a Core Investment Company 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 312020.
RELIGARE EMPLOYEES STOCK OPTION SCHEMES
Nomination and Remuneration Committee (Committee) of theBoard of Directors of the Company inter alia administers and monitors theEmployees' Stock Option Schemes of the Company in accordance with the Securities andExchange Board of India (Share Based Employee Benefits) Regulations 2014 (erstwhileSecurities and Exchange Board of India (Employee Stock Option Scheme and Employee StockPurchase Scheme) Guidelines 1999) (the SEBI ESOP Regulations').
During the year under review the Committee granted 17225000 stockoptions under the Religare Enterprises Limited Employees Stock Option Plan2019 and further 11500000 stock options were granted after the close of the FY2020 till the date of this 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 Plan 2019 have been uploaded on the website of the Companyand can be accessed through the link https://www.religare.com/Employee-Stock-Option-Schemes.aspx
1 RBI Disclaimer: (a) Reserve Bank of India does not acceptany responsibility or guarantee about the present position as to the financial soundnessof the 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 paymentof the public funds to any person/ body corporate.
There is no other material change in the ESOP schemes of the 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 (AGM) of the Company for inspection by the members.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
All Independent Directors (IDs) have given declarations that they meetthe criteria of independence as laid down under Section 149(6) of the Act and Regulation16 of SEBI LODR Regulations. All the IDs of the Company have registered their names withthe data bank of IDs maintained by the Institute of Corporate Affairs (IICA). Further interms of Regulation 25(8) of the SEBI LODR Regulations the Independent Directors haveconfirmed that they are not aware of any circumstances or situation which exist or may beanticipated that could impair or impact their ability to discharge their duties. Furtherin the opinion of the Board Independent Directors qualify the criteria of IndependentDirector as mentioned in the Act and SEBI LODR Regulations and are independent of themanagement.
Further all the Directors of the Company have confirmed that theysatisfy the fit & proper criteria as prescribed in the Directors Fit &Proper Policy of the Company.
Following changes occurred in the directorships / key managerialpositions (KMP) of the Company during the FY 2019-20:
|Name of Director ||Particulars of Change (Appointment / Resignation/Others) ||Effective Date of change |
|1 Dr. Rashmi Saluja ||Designated as Non-Executive Independent Chairperson of the Company ||June 19 2019 |
| ||Designated as Executive Chairperson & KMP of the Company on receipt of approval of the RBI ||February 26 2020 |
|2 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 Non-Independent Vice Chairperson of the Company ||August 08 2019 |
|3. 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 |
|4. Mr. Milind Narendra Patel ||Resigned as Group CEO and ceased to be KMP ||July 19 2019 |
|5. Mr. Ashish Tyagi ||Appointed as Interim CFO and designated as KMP ||August 08 2019 |
| ||Resigned as Interim CFO and ceased to be KMP ||September 09 2019 |
|6 Mr. Nitin Aggarwal ||Appointed as Group CFO and designated as KMP ||September 09 2019 |
No Independent Director was appointed or resigned during the year.
In terms of Section 203 of the Act following are the KMPs of theCompany as on March 312020:
1. Dr. Rashmi Saluja Executive Chairperson
2. Mr. Nitin Aggarwal Group Chief Financial Officer
3. Ms. Reena Jayara Company Secretary
In accordance with the provisions of the Companies Act 2013 andRegulation 36 of the Listing Regulations Mr. Siddharth Dinesh Mehta (DIN: 02665407)retires at the ensuing Annual General Meeting (AGM) and being eligible offers himself forre-appointment. The brief resume and other details relating to the director who is to bere-appointed as stipulated under Regulation 36(3) of the SEBI LODR Regulations andSecretarial Standards issued by ICSI are furnished in the Notice of the ensuing AGM. TheBoard of Directors recommend the re-appointment of the Director liable to retire byrotation at the ensuing AGM.
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 July 27 & July 28 2020 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 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 which forms integral part ofthis Report. The intervening gap between the Meetings was within the period prescribedunder the Act and the SEBI LODR Regulations.
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
In compliance with Section 135 of the Act 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 has been cascaded across all Group entities.
Annual Report on CSR in the format prescribed in Companies (CorporateSocial Responsibility Policy) Rules 2014 is attached as Annexure A.
AWARDS & RATINGS
Following awards and recognitions were received by the subsidiaries ofthe Company during the period under review- AWARDS
Care Health Insurance Limited (formerly Religare HealthInsurance Company Limited):
i. Adjudged the Best Health Insurance Company' at theEmerging Asia Insurance Awards 2019.
ii. Conferred the Best Medical/Health Insurance ProductAward' at the FICCI Healthcare Excellence Awards 2019.
Religare Broking Limited:
i. NSE Market Achievers Awards 2019- Regional Retail Member of theYear-North - 2019
Religare Commodities Limited:
i. Best Broking House - Bullion by MCX - 2019
Religare Finvest Limited
i. National Best Employer Brand- 2019 awarded by the ET Now World HRDCongress.
The Company had no ratings during the year under review as there wereno outstanding facility(ies) which requires the Company to have any rating.
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 2020-21 have beenpaid to both the Stock Exchanges.
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 Ind 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 form part of theAnnual Report.
Though the Company holds 100% equity share capital in Religare CapitalMarkets Limited (RCML) however in the present scenario controlling throughvoting rights of RCML is not there with the Company. Beside this the tripartite agreemententered into in financial year 2011-12 between REL RCML and RHC Holding Private Limited(RHCHPL) a promoter group company for providing financial support to RCML byRHCHPL (by subscribing Preference Shares of RCML) severe long term restrictions andsignificant restrictive covenants on major decision making at RCML were imposed by theholder of preference shares. Accordingly in view of the above the financial statements ofRCML and its subsidiaries have been excluded from the consolidated financial statements ofthe Company w.e.f. October 012011 in accordance with applicable accounting standards.The Company has already provided fully for the entire investment made by it into RCML inprevious years.
The Consolidated Financial Statements presented by your Companyincluding financial information of all its subsidiaries excluding RCML and RCML'ssubsidiaries have been duly audited by the Statutory Auditors and the same is publishedin 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 Rs. 1.08 Lakhs (previous year:Rs. 43.86 Lakhs) in foreign exchange and earned Nil (previous year: Nil) in foreignexchange during 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 2020 the applicable accounting standards have been followed alongwithproper 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.
The Company is committed to uphold high standards of CorporateGovernance and adhere to the requirements set out by the Securities and Exchange Board ofIndia.
A detailed report on Corporate Governance alongwith 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 and a certificate from a Practicing Company Secretary that none of thedirectors on the Board of the Company have been debarred or disqualified from beingappointed or continuing as directors of companies by Board / Ministry of Corporate Affairsor any such statutory authority forms integral part of this Report.
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 onSeptember212017 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.
The Reports given by the Auditors on the financial statements of theCompany form part of the Annual Report.
There is no qualification in the Auditors Report on the standalonefinancial statements for the financial year ended March 312020. The Management responseon the Statutory Auditors' Qualifications on the Company's consolidatedfinancial statements for the financial year ended March 312020 is as below.
Management's response on the StatutoryAuditors' Qualification on the Company's consolidated financial statements:
1. Qualification pertaining to Lakshmi Vilas Bank adjusting the fixeddeposits of Religare Finvest Ltd. subsidiary of the Company (RFL): RFL had filed asuit before the Hon'ble Delhi High Court for recovery of amounts misappropriated bythe Lakshmi Vilas Bank (LVB) placed as Fixed Deposits with it on May 31 2018.The Hon'ble High Court has reserved order on the interim application filed by RFLmaintaining status quo order qua the FDs on April 12 2019.
Thereafter RFL has filed application for amendment of pleadings onwhich notice is issued to LVB and LVB has filed reply to the same. Order on InterimApplication is reserved by the Hon'ble Court. RFL has also filed a criminal complainton May 15 2019 before the Economic Offence Wing (EOW) and an FIR has been registered. EOWhas filed its charge sheet before the Ld. CMM Saket on March 23 2020. Also theEnforcement Directorate has lodged an ECIR on the basis of the FIR. As per the Companyestimates and understanding the Company has rightly classified the reported balance underthe fixed deposit and amount is fully recoverable.
2. Qualification pertaining to Corporate Loan Book of Religare FinvestLtd. subsidiary of the Company (RFL): RFL has an exposure of Rs 203670 Lakhs as atMarch 31 2020 towards the Corporate Loan Book. RBI has raised concerns in the past aboutthe creditworthiness of the borrowers credit appraisal and loan sanctioning mechanismfollowed by RFL in respect of this book. The management has reviewed the portfolio and thefinancial reports of the borrowers to determine the recoverability of the said loans.Based on the maturity dates of the loans recovery steps instituted and the financialreports of the borrowers RFL had on a prudent basis made full provision of Rs. 203670Lakhs as at March 312020 against this portfolio and no further provisioning is required.
Insolvency proceedings have been initiated before the NCLT Delhi andKolkata against the borrowers forming a part of the Corporate Loan Book. RFL has not madeprovision of Rs 2202.45 Lakhs since NCD's are backed by non-disposal undertaking ofshares of listed entity
RFL had also filed a criminal complaint before the EOW Delhi on whichan F.I.R. has been registered and is under investigation. The Zonal Office of EnforcementDirectorate has lodged an enforcement case under the Prevention of Money Laundering Act onthe basis of said FIR. The EOW arrested five accused persons. EOW and ED have filed chargesheet against the accused persons. However the investigation is still on going and theinvestigation agencies may file supplementary charge sheet at a later stage. RFL isactively pursuing the recovery steps in the matter and is hopeful of recoveries.
3. Qualification pertaining to sale of GNPA of Rs. 3038.13 lakhs for avalue of Rs. 2278.60 lakhs to a Trust for security receipt as a consideration by ReligareHousing Development Finance Corporation Ltd. subsidiary of RFL (RHDFCL): Sale of GNPAto Reliance ARC was concluded within the RBI framework and 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. Linder Ind AS the securityreceipts issued by the trust would full-fill the criteria for a financial asset and havebeen recognized accordingly in its books.
Further RHDFCL had obtained third party opinion which is alsosupporting the accounting treatment for derecognition of the loan portfolio andrecognition of security receipts as Investments as per the applicable provisions of Ind ASparticularly lndAS-109 Financial Statements.
Management's response on the StatutoryAuditors' Qualification on the Company's consolidated report on InternalFinancial Controls pertaining to RFL:
(i) Material weakness in Internal FinancialControl over Financial Reporting in the Credit evaluation process in respect of CorporateLoan Book and loan against property & shares;
As apprised in the earlier year's report as a strategy RFLmanagement has decided not to extend any further loans under Corporate Loan Book and loanagainst shares. Further adequate controls exist for loans granted under Loans againstproperty (SME-Secured Loans) and Loans against shares. Further since RFL is undercorrective action plan of RBI since January 2018 no fresh loan has been disbursed duringthe year under reporting and hence controls in respect of these processes were not testedduring the year.
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 312020 is annexed to this Report. Management comments on qualificationsgiven by auditors in the report are as follows:
(a) Vacancy in the office of the Key ManagerialPersonnel (KMP) after cessation of Mr. Milind Narendra Patel:
The Company took required steps for appointment of KMP within theprescribed timelines. After cessation of Mr. Milind Narendra Patel as Group CEO on July19 2019 the Company was required to fill the vacancy by January 18 2020. Accordingly theBoard of Directors of the Company in its meeting held on December 10 2019 had approvedsubject to requisite approvals to re-designate Dr. Rashmi Saluja (then Non-ExecutiveIndependent Chairperson) as Executive Chairperson of the Company. However the Companybeing a Core Investment Company the said appointment was subject to the prior approval ofthe Reserve Bank of India (RBI) due to applicable RBI guidelines on theCompany. In the matter RBI on February 26 2020 approved the appointment of Dr. RashmiSaluja as Non-Independent Director of the Company and consequently the appointment of Dr.Rashmi Saluja as Executive Chairperson and KMP of Company became effective on February 262020.
(b) Levy of Fine of Rs. 171100/- by NSE &BSE each for not having minimum six (6) board members: The
Company had appointed three (3) Non-Independent Directors i.e. Mr.Siddharth Dinesh Mehta Mr. Ashok Mehta and Mr. Ashwani Mehta from the period February2018 to November 2018 to ensure compliance of applicable laws and regulations. Howeverthe Company being a Core Investment Company the said appointments were subject to theprior approval of the RBI due to applicable RBI guidelines on the Company. The RBIapproval was received for appointment of Mr. Siddharth Mehta in July 2019 which resulted adelay in formal appointment of new Director by 17 months. The Company has requested theexchanges to waive off the fine on the above ground that the delay resulted due to receiptof approval of RBI after a long time. The Company's response to BSE was taken onrecord by BSE and no further response was received. However the fine was deposited toNSE. NSE has communicated that the Company's request to waive off the fine shall beconsidered by them.
(c) Delay in publication of financial results inthe newspapers for the quarter ended September 30 2019:
The Board Meeting for approvals of financial results for the quarterended September 30 2019 was held on Friday November 08 2019 and concluded late in theevening. Due to which the Company missed the deadline for sending the content forpublication of results to the agency to enable publication of next day (i.e. SaturdayNovember 10 2019). The day following was Sunday on which one of the newspapers (Mint) inwhich publication to be made was not available for publication and hence publication wasdone on Monday November 112020. The Company will ensure that same is not repeated infuture.
(d) Non-appointment of Designated Director as required under the MasterDirection - Know Your Customer (KYC) Direction 2016 read with Prevention ofMoney-Laundering Act 2002: The Board of the Company did not have any executive memberduring the financial year 2019-20 till February 26 2020 when Dr. Rashmi
Saluja got appointed as Executive Chairperson on receipt of RBIapproval for her appointment as Non- Independent Director. Accordingly the Board ofDirectors of the Company in its meeting held on July 28 2020 has appointed Dr. RashmiSaluja as Designated Director.
Further the secretarial audit reports of material subsidiaries of theCompany in FY 2019-20 are annexed to this Annual Report.
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 perthe Related Party Transactions Policy of the Company as approved by theBoard. The policy is also uploaded on the website of the Company & can be accessedthrough the link https://www.reliaare.com/pdf/Related party Transaction Policy02042019.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 be providedin Form AOC-2 prescribed under clause (h) of sub-section (3) of section 134 of the Act andRule 8(2) of the Companies (Accounts) Rules 2014.
The details of the transactions with related parties are provided inthe notes to accompanying standalone financial statements.
The Board of Directors of the Company has constituted a Risk ManagementCommittee responsible to frame implement monitor and periodically review theeffectiveness of the risk management plan and make appropriate changes as and whennecessary.
The Company is a Core Investment Company and therefore as an investmentholding company the management function includes oversight of risk function prevalent toits key operating group companies. The Company has a comprehensive Risk Managementframework and overarching Risk Management Policy which is adopted by each of the keyoperating subsidiaries while formulating their Risk Policy. Risk Management Policy of theCompany identifies the key risk if any which may threaten the existence of the Company.Risk Management Policy is aimed at identification evaluation/ assessment mitigationmonitoring and reporting of identifiable risks and recording of each identified riskalongwith their mitigation plan. Respective functional head and/or risk managementdepartment of subsidiaries are responsible for implementation of the Risk Managementsystem and maintenance of record of risk and mitigation plan in Risk & Control Matrix(RCM) for their respective functional area which is tested and updated periodically.Therefore the risk framework defines the risk management approach across the enterpriseat various levels including documentation and reporting. The framework has different riskmodels which help in identification of risks and their classification as High Medium andLow categories on the basis of likelihood impact and velocity.
The testing and evaluation of control environment around RiskManagement is integrated with the internal audit conducted by the Internal Auditor. Thesubsidiary company's Risk Management Committee authorized by the respective
Board or in its absence the respective Audit Committee reviews therisk management policy and appropriateness of systems and controls in this regard and aconsolidated dashboard of Risk and Control review outcome is presented to the RiskManagement Committee of your Company on periodical basis.
Therefore the Company has implemented a formal risk management policyand framework. Financial reporting and fraud risks are duly considered in the riskmanagement framework. Risks are mapped with controls and Risk management framework isrevisited and revised on the basis of prevailing practice and relevance.
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/suspectedleak of Unpublished Price Sensitive Information or gross misconduct by the employees ofthe Company if any that can lead to financial loss or reputational risk to theorganization. The detail of the Whistle Blower Policy has been posted on the website ofthe Company & can be accessed through the link https://www.reliaare.com/Policies.aspx
During the year under review no complaint pertaining to the Companywas received under the Whistle Blower mechanism.
INTERNAL FINANCIAL CONTROLS AND INTERNAL CONTROL SYSTEM
The Company has an Internal Control System commensurate with the sizescale and complexity of its operations. The Internal Controls of the company encompassesthe policies standard operating procedure manuals approval/ authorization matrixcirculars/ guidelines and risk & control matrices adopted by the company for ensuringthe orderly and efficient conduct of its business & support functions adherence tothese policies & procedures the safeguarding of its assets the prevention anddetection of frauds and errors the accuracy and completeness of the accounting recordsand the timely preparation of reliable financial information.
The Company and its key operating subsidiaries have adequate controlenvironment for identification and assessment of applicable risks on a periodical basis.Mitigation plans and controls are documented for each identified risk in the form ofpolicies & procedures and risk & control matrices (RCM). Risks/controls documentedin the risk and control matrices are mapped to each of the financial statement line itemsand financial assertions to ensure availability of mitigation plans and internal financialcontrols for each of the material balances contained in the financial statements. TheCompany has prepared separate RCMs for Process Level Controls (PLC) and Entity LevelControls (ELC). Similarly IT General Controls (ITGC) have also been identified assessedand documented.
The Company has satisfactory system of periodical monitoring andreporting of internal financial controls. Key policies and procedures including the Risk& Control Matrices are updated on a periodical basis. Management ensures that controlsas designed are operating effectively and that lapses are identified and remedied in atimely manner. The monitoring activities are carried out through Control Self-Assessment(CSA) mechanism integrated with the internal audit function conducted by InternalAuditor whereby key risks and controls are reviewed on a quarterly basis and dashboardcontaining results of evaluation of Test of Design (TOD) and Test of OperatingEffectiveness (TOE) are presented to the Audit Committee of the Company and its keyoperating subsidiaries. A half yearly report on TOD/TOE testing is presented to the RiskManagement Committee.
The Company and its key operating subsidiaries have an elaboratequarterly internal audit system. The scope and authority of the Internal Audit function isdefined in the comprehensive agreement with the internal audit firm which is reviewed andapproved by the Audit Committee of the Company and its respective subsidiaries. Tomaintain its objectivity and independence the Internal Auditor firm directly reports tothe 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 keylocations 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 internal auditobservations and corrective actions thereon alongwith IFC dashboard are presented to theAudit Committee on periodical basis.
Therefore the Board has laid down internal financial controls to befollowed by the Company and that such internal financial controls are adequate and wereoperating effectively during the financial year.
DETAILS OF FRAUD REPORTABLE BY AUDITOR
During the year under review neither the statutory auditors nor thesecretarial auditors of the Company has disclosed any instance of fraud committed againstthe Company by its officers or employees required to be disclosed in terms of Section143(12) of the Act.
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: increased corporategovernance and controls improvement in systems and processes including costrationalization enhanced engagement with regulators and retention of critical talent.
As the transition of the Company in to this new phase continues ourmanagement and employees are strongly aligned towards building an enabling eco-systemtorestore high growth and profitability. Employees are our vital and most valuable assets.In line with the business strategy talent strategy has been focused on employeeengagement providing role elevation opportunities to existing talent and developing astrong culture of transparency through constant employee communication. In order to boostthe employee morale the organization has recognized the commitment loyalty andcontribution of its internal stakeholders. The Company is dedicated to offering itsemployees favorable work environment and opportunities to navigate through the currentperiod and also influence its future course of direction as planned.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN ATTHE WORK PLACE (PREVENTION PROHIBITION AND REDRESSAL) ACT 2013
The Company has in place Prevention of Sexual Harassment at WorkplacePolicy in line with the requirements of The Sexual Harassment of Women at the Work Place(Prevention Prohibition and Redressal) Act 2013 and rules made thereunder. An InternalComplaints Committee (ICC) is in place as per the requirements of the said Act to redresscomplaints received regarding sexual harassment. All employees (permanent contractualtemporary trainees) are covered under this policy. No case has been reported during theyear under review.
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 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 THEREGULATORS OR COURTS
There are no significant or material orders passed by theRegulators/Courts which would impact the going concern status of the Company and itsoperations in future except to the extent mentioned in this Report.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THEFINANCIAL 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 312020) and as ofdate of the report i.e. November 112020.
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 their valuable 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 of the 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 /- |
| ||Dr. Rashmi Saluja |
| ||Executive Chairperson |
| ||DIN:01715298 |
|Place: New Delhi ||Address: Prius Global A-345 |
|Date: November 112020 ||Sector - 125 Noida - 201 301 |