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Religare Enterprises Ltd.
BSE CODE: 532915   |   NSE CODE: RELIGARE   |   ISIN CODE : INE621H01010   |   20-Dec-2024 Hrs IST
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March 2015

DIRECTORS' REPORT

TO,

THE MEMBERS,

RELIGARE ENTERPRISES LIMITED

Your Directors have pleasure in presenting this 31st Annual Report on the business and operations of the Company together with Audited Financial Statements for the financial year ended March 31, 2015.

i) Consolidated Results

We recorded a 'Profit After Exceptional Items and Before Tax' of Rs. 4,852.06 million, for Financial Year 2014-2015 as compared to 'Profit After Exceptional Items and Before Tax' of Rs. 1,825.04 million for Financial Year 2013-2014. 'Profit After Tax, Minority Interest and Share in Associates' was Rs. 1,537.94 million for Financial Year 2014-2015 as compared to 'Loss After Tax, Minority Interest and Share in Associates' of Rs. 692.94 million for Financial Year 2013-2014. Consequently basic earnings per share increased to Rs. 8.56 in Financial Year 2014-2015 from Rs. (5.20) in Financial Year 2013-2014.

(ii) Standalone Results

We recorded a 'Loss After Exceptional Items and Before Tax' of Rs. 929.24 million, for Financial Year 2014-2015 as compared to Rs. 1,220.96 million for Financial Year 2013-2014. 'Loss After Tax' was Rs. 1,035.07 million for Financial Year 2014-2015 as compared to Rs. 1,294.98 million for Financial Year 2013-2014. Consequently basic earnings per share increased to Rs. (6.15) in Financial Year 2014­2015 from Rs. (9.22) in Financial Year 2013-2014. Total expenditure is lower in financial year 2014-15 due to decrease in borrowing costs.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management's Discussion and Analysis Report for the year under review detailing economic scenario and outlook, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, is presented in a separate section and forms integral part of this Report.

DIVIDEND

In view of the losses and the future expansion plans of the Company, the Board of Directors decided not to recommend any Dividend for the financial year ended March 31, 2015.

SUBSIDIARIES

As at March 31, 2015, your Company has 52 direct and indirect subsidiaries. In terms of Section 2(6) of the Companies Act, 2013 ("Act"), the Company has one associate. During the year under review, there have been no material changes in the business of the subsidiaries. In terms of Section 129(3) of the Act, Company has prepared a statement containing the salient features of the Financial Statement of our subsidiaries and associates in the prescribed format 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 of the subsidiaries and associate and hence is not repeated here for the sake of brevity. Further, the details of major subsidiaries of the Company and their business operations during the year under review are covered in the Management's Discussion and Analysis Report.

During the year under review, the following companies ceased to be subsidiaries of the Company:

1. Religare Advisory Services Limited (by sale)

2. Religare Capital Markets (Beijing) Limited (by liquidation)

Further, the following companies have become subsidiaries/associates of our subsidiaries during the year under review:

1. YourNest Capital Advisors Private Limited - RGAM Investment Advisers Private Limited, a wholly owned subsidiary of the Company, has acquired 26% equity stake in YourNest Capital Advisors Private Limited.

2. Religare Heal Fund Advisors LLP - RGAM Investment Advisers Private Limited and Religare Venture Capital Limited are the Partners in the LLP with 99% and 1% capital contribution, respectively

In terms of the tripartite agreement between the Company, Religare Capital Markets Limited ("RCML", a subsidiary of the Company) and RHC Holding Private Limited ("RHCPL"), severe long term restrictions have been imposed on RCML. The financial statements of RCML and its subsidiaries have been excluded from the consolidated financial statements of the Company w.e.f. October 01, 2011, in accordance with Para 11(b) of AS - 21 - 'Consolidated Financial Statements', ("AS-21") and the investment held by the Company in equity and preference share capital of RCML has been accounted for as long term investment in accordance with AS - 13 - 'Accounting for Investments' in compliance with Para 23 of AS - 21 - 'Consolidated Financial Statements'.

Therefore, the Consolidated Financial Statements presented by your Company, pursuant to AS-21 issued by the Institute of Chartered Accountants of India, includes financial information of all its subsidiaries, excluding RCML and its subsidiaries, duly audited by the Statutory Auditors and the same is published in your Company's Annual Report.

MAJOR EVENTS

• Strategic review of the Life Insurance JV

The Company carried out a strategic review of the business of its joint venture, AEGON Religare Life Insurance Company Limited (ARLIC), based on which the Company communicated to its joint venture partners, its intention to exit the joint venture. On May 8, 2015, the Company has entered into a definitive agreement with Bennett, Coleman & Co. Limited, (BCCL, one of the partners in the joint venture) for sale of the Company's entire shareholding in ARLIC to BCCL, subject to regulatory approvals. Until the approval is received and the sale is consummated, the Company continues to remain a partner in the business. The Company's investment in the JV is protected along with a minimum return and as such the Company expects to exit the JV with a profit on its investment.

• Redemption of Preference Shares

On June 2, 2014 the Company redeemed 31,100,000 preference shares held by RHC Finance Private Limited and RHC Holding Private Limited, companies that are part of the Promoter Group. Total redemption amount of the said preference shares was Rs. 4,342.7 million. Preference shares were redeemed out of the funds raised through preferential allotment of Equity Shares by the Company

EQUITY SHARE CAPITAL

During the financial year ended March 31, 2015 :

On May 6, 2014, your Company has allotted 12,817,331 Equity Shares to International Finance Corporation ("IFC") pursuant to conversion of 4,048,354 Compulsory Convertible Debentures ("CCD") of face value of Rs. 1,000/- each. CCDs were allotted to IFC on November 7, 2012 with the conversion price set at Rs. 315.85 per equity share in accordance with provisions of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009.

On May 22, 2014, your Company has allotted 8,554,833 Equity Shares to Bestest Developers Private Limited and 7,349,385 Equity Shares to Standard Chartered Bank (Mauritius) Limited, a Foreign Institutional Investor, at an issue price of Rs. 316.78/-per share in accordance with provisions of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009

Consequently, the issued, subscribed and paid up equity share capital as on March 31, 2015 is Rs. 1,783.30 million consisting of 178,329,808 equity shares of Rs. 10/- each.

NON-CONVERTIBLE DEBENTURES

During the year under review, your Company made an early redemption of the following debentures along with interest thereon to the debenture holders:

1,500, 10.5% Secured Redeemable Non-Convertible Debentures of face value of Rs. 1,000,000/- each aggregating to Rs. 1,500 million.

4,750, Zero Coupon Secured Redeemable Non-Convertible Debentures of face value of Rs. 1,000,000/- each aggregating to Rs. 4,750 million redeemed at premium of Rs. 113,109.59/- per Debenture.

PUBLIC DEPOSITS

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

EXTRACT OF ANNUAL RETURN

An extract of the Annual Return in Form No. MGT 9 is presented in a separate section and is annexed herewith as "Annexure A" to this report.

CORE INVESTMENT COMPANY

Your Company has received a Certificate of Registration as a Non-Deposit Taking Systemically Important Core Investment Company ("CIC-ND-SI") vide Certificate No. N-14.03222 dated June 03, 2014 issued by the Reserve Bank of India ("RBI")1.

Previously, the Company was registered as a Non-Deposit Taking Systemically Important Non-Banking Financial Company ("NBFC-ND-SI") vide Certificate No. N-14.03222 dated June 18, 2010 issued by RBI.

CAPITAL ADEQUACY

Your Company is a CIC-ND-SI and primarily functions as an investment holding company with more than 90% of its total assets consisting of investments in shares of subsidiary companies/ joint venture companies.

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

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

The Company is in compliance with the abovementioned requirements as at March 31, 2015.

RELIGARE EMPLOYEES STOCK OPTION SCHEMES - 2006, 2010 & 2012

Nomination and Remuneration Committee of the Board 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 Board of India (Share Based Employee Benefits) Regulations, 2014 (erstwhile Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999) ('the SEBI Guidelines'). Details as required under the SEBI Guidelines, for Religare Enterprises Limited Employees Stock Option Scheme, 2006, Religare Employees Stock Option Scheme 2010 and Religare Employees Stock Option Scheme, 2012 have been uploaded on the website of the Company and can be accessed through the link <http://www.religare>. com/Employee-Stock-Option-Schemes.aspx... There is no material change in the ESOP schemes of the Company during the year. Certificate from Auditors confirming that schemes have been implemented in accordance with the SEBI Guidelines will be placed at the forthcoming Annual General Meeting of the Company for inspection by the members.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

As per section 152 of the Act, Mr. Virendra Madan retires by rotation and further being eligible, offers himself for re-appointment at the ensuing Annual General Meeting. The Nomination and Remuneration Committee and Board of Directors recommend his re-appointment.

The brief resume and other details relating to the directors, who are to be appointed/ re-appointed as stipulated under Clause 49(IV) (G) of the Listing Agreement & Secretarial Standard issued by ICSI are furnished in the Notice of Annual General Meeting forming part of the Annual Report.

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Act and Clause 49 of the Listing Agreement.

During the year under review, Mr. Mohit Maheshwari has been appointed as Company Secretary of the Company w.e.f May 30, 2014. Mr. Shachindra Nath, Group CEO and Mr. Anil Saxena, Group CFO have also been designated as Key Managerial Personnel u/s 203 of the Act w.e.f April 1, 2014.

BOARD EVALUATION

Pursuant to the provisions of the Act and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the performance of the directors individually as well as the evaluation of the working of its Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

REMUNERATION POLICY

The Board has, on the recommendation of the Nomination and Remuneration Committee framed a policy for selection and appointment of Directors, Key Managerial Personnel and their remuneration as well as policy on other employees remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

BOARD/COMMITTEE COMPOSITION AND MEETINGS

A calendar of Meetings is prepared and circulated in advance to the Directors. The details of composition of Board and Committee and their meetings held during the year are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Act and the Listing Agreement.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

In compliance with Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules 2014, the Company has established a Corporate Social Responsibility (CSR) Committee during the financial year 2014-2015.

The CSR Committee has formulated and recommended to the Board, a CSR Policy indicating the activities to be undertaken by the Company, which has been approved by the Board.

With a view to work towards improving the overall quality of life and champion holistic community development for the underprivileged and marginalized sections of the society, the Company has launched project "Swavalamban". The project will initially cover 2 pockets of Delhi NCR which has a high concentration of the urban poor, underprivileged, underserved and marginalized sections of the society. Based on learnings and success, the intent is to subsequently roll out the initiatives across parts of the country. The broad themes under the overarching project shall focus on areas such as healthcare, sanitation, education and skill development & livelihood training.

The project will be carried out by an implementation partner, HEAL Foundation under the governance and supervision of senior officials from the company.

The CSR policy and framework underwent extensive discussions and deliberations at the senior leadership level within the Religare Group, and was finally frozen and adopted in early February 2015 at the Group level, with a view to replicating the implementation design across all Group operating entities. Post this, work on granular details on the Project along with identified partner took time and finally took shape end of FY 2014-15. Hence, the Company did not spend any money on CSR in FY 2014-15, but it shall do so in FY2015-16.

Annual Report on CSR in format prescribed in companies (Corporate Social Responsibility Policy) Rules, 2014 in attached as "Annexure B".

AWARDS & RATINGS

Your Company's subsidiaries/Joint-Ventures have received recognition by way of several awards across the businesses during the period under review including the following:

AWARDS

Religare Securities Limited : 'Skoch BSE Award For Aspiring India 2015' under the category 'Leveraging Digital and Technology for Business Growth'.

Religare Securities Limited : 'Gold Award' for 'the best integrated marketing campaign for internal communications' - Asian Customer Engagement Forum Awards 2014.

Mr. Jayant Manglik, President- Retail Distribution, Religare Securities Limited : 'Editor's Choice Award - Commodities' -

Zee Business - Best Market Analyst Awards 2014.

Religare Commodities Limited : 'Skoch BSE Award For Aspiring India 2015' under the category 'Thought Leadership For Commodity Broking'

Religare Commodities Limited : 'ASSOCHAM Excellence Award 2015' for outstanding contribution to Commodity Markets

Religare Invesco Asset Management Company Private Limited : 'Lipper Fund Award 2014' for 'the Best Fund in the Mid & the Small Cap-Growth Category'.

Religare Health Insurance Company Limited : 'Best Health Insurance Company Award' - ABP News BFSI Awards 2015.

Religare Health Insurance Company Limited : 'Rising Star Insurer Award' - The India Insurance Awards 2014.

RATINGS

India Ratings & Research Private Limited ('Ind-Ra', a Fitch Group Company) has assigned a Long Term Issuer Rating of "IND AA-" with Stable outlook to the Company.

The Company has also obtained the following ratings for specific issuances:

• For the Company's Rs. 7.22 billion secured redeemable non-convertible debentures: "IND AA-" from Ind-Ra

• For the Company's Short Term Debt Facility/Commercial Paper of Rs. 5 billion: "IND A1+" from Ind-Ra and "[ICRA] A1+" from ICRA Limited

LISTING WITH STOCK EXCHANGES

The Equity Shares of the Company are listed on National Stock Exchange of India Limited and BSE Limited. The annual listing fees for the year 2015-16 have been paid to these Exchanges.

STATUTORY DISCLOSURES

None of the Directors of your Company is disqualified as per provision of section 164(2) of the Act. The Directors of the Company have made necessary disclosures, as required under various provisions of the Act and the Listing Agreement.

CONSOLIDATED FINANCIAL STATEMENTS

As required under the Clause 32 of the Listing Agreement with the Stock Exchanges, consolidated financial statements of the Company and all its subsidiaries are attached to the Annual Report. The consolidated financial statements have been prepared in accordance with Accounting Standard 21, Accounting Standard 23 and Accounting Standard 27 issued by The Institute of Chartered Accountants of India. The audited consolidated financial statements together with Auditor's Report form part of the Annual Report.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

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

FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company has incurred expenditure of Rs. 81.38 million (previous year: Rs. 79.90 million) in foreign exchange and earned nil (previous year: nil) in foreign exchange during the year under review on a standalone basis.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

The Company has transferred a sum of Rs. 2,959,273/- during Financial year 2014-15 to the Investor Education and Protection Fund established by the Central Government in compliance with Section 205A of the Companies Act, 1956. The said amount represents the unclaimed IPO refund amount which were lying in escrow account with banks for a period of seven years from their respective due dates for payment.

DIRECTORS' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(5) of the Act that:

(a) in the preparation of the annual financial statements for the year ended March 31, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(b) such accounting policies as mentioned in Note 2 of the annual financial statements have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31, 2015 and of the profit and loss of the company for that period;

(c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) annual financial statements have been prepared on a going concern basis;

(e) proper internal financial controls were in place and that such internal financial controls were adequate and were operating effectively; and

(f) systems to ensure compliance with the provisions of all applicable laws were in place and such systems were adequate and operating effectively.

CORPORATE GOVERNANCE

The Company is committed to uphold the highest standards of Corporate Governance and adhere to the requirements set out by the Securities and Exchange Board of India.

A detailed report on Corporate Governance along with the Certificate of M/s Sanjay Grover & Associates, Company Secretaries, confirming compliance with conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges forms integral part of this Report.

AUDITORS

M/s Price Waterhouse, Chartered Accountants, who are the statutory auditors of the Company, hold office till the conclusion of the AGM to be held in the year 2017 as per Shareholders resolution dated September 11, 2014 subject to ratification of their appointment at every AGM as per provisions of Section 139(1) of the Act. The Company has received letter from them to the effect that their ratification, if made, would be within the prescribed limits under Section 141(3)(g) of the Act and that they are not disqualified from being auditors of the Company. Accordingly, it is proposed to ratify the appointment of M/s Price Waterhouse as statutory auditors of the Company from the conclusion of the forthcoming AGM till the conclusion of the next AGM .

AUDITORS' REPORT

Auditors' report is without any qualification. Further, the observations of the Auditors in their report read together with the Notes on Accounts are self-explanatory and therefore, in the opinion of the Directors, do not call for any further explanation.

SECRETARIAL AUDITOR REPORT

As per provisions of Section 204 of the Act, the Board of Directors of the Company has appointed M/s P I Associates as the Secretarial Auditor of the Company to conduct the Secretarial Audit. The Secretarial Audit Report for the financial year ended March 31, 2015, is annexed to this Report. With respect to auditor's observation on compliance relating to Clause 49(VII) related party transactions, three related party transactions were inadvertently missed from the prior approval of Audit Committee. Amounts involved in two of the transactions were insignificant (Rs. 0.023 million) and one of the transactions related to reimbursement of expenses by a growing subsidiary which was pre-approved by Audit Committee but for a smaller amount. The amount involved was Rs. 13.876 million. All the three transactions were subsequently ratified by the Audit Committee of the Company thereafter on February 2, 2015 as per the frame work of Related Party Transaction Policy of the Company. The same has also been reported in the Quarterly Corporate Governance report of the quarter ended on March 31, 2015 submitted to the Stock Exchanges.

PARTICULARS OF INVESTMENTS, LOANS AND GUARANTEES

The Company, being an NBFC, is exempted from the provisions of Section 186 [except sub-section(1)] of the Act. Accordingly, details of particulars of loans, guarantees or investments as required to be provided as per Section 134(3)(g) of the Act are not provided.

RELATED PARTY TRANSACTIONS

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

All Related Party Transactions are placed before the Audit Committee for approval as per the Related Party Transactions Policy of the Company as approved by the Board. The Policy is also uploaded on the website of the Company & can be accessed through the link <http://www.religare.com/Policies.aspx>.

Since all related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business and there was no material related party transaction entered by the Company during the year as per Related Party Transactions Policy, no details are required to be provided in Form AOC-2 prescribed under clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.

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

RISK MANAGEMENT

The Company has a Board constituted Risk Management Committee. The details of the Committee are set out in the Corporate Governance Report forming part of the Board's Report.

The Company being an investment holding company, has a designed a comprehensive Risk Management framework to identify and evaluate risks across its subsidiaries and joint ventures. This framework provides for identification of basic parameters on relevant general details and broad processes including key risk categories, risk life cycle, risk owners, delegation, day to day monitoring, risk facilitators, risk classification, risk registers, periodic policy review and alterations. The subsidiary/joint venture company's Risk Management Committee authorized by the respective Board, or in its absence the respective Audit Committee, reviews the risk management policy and appropriateness of systems and controls in this regard and submits its report to the Risk Management Committee of your Company.

The risk framework defines the risk management approach across the enterprise at various levels including documentation and reporting. The framework has different risk models which help in identification of risks and their classification in High, Medium and Low categories on the basis of likelihood, impact and velocity and maintaining Risk Control Matrix (RCM).

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company has a vigil mechanism named Whistle Blower Policy to deal with instance of unethical practices, fraud and mismanagement or gross misconduct by the employees of the Company, if any, that can lead to financial loss or reputational risk to the organization. The details of the Whistle Blower Policy are explained in the Corporate Governance Report and also posted on the website of the Company.

INTERNAL FINANCIAL CONTROLS AND INTERNAL CONTROL SYSTEM

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is defined in the Internal Audit Manual. The Company has appointed M/s KPMG as the Internal Auditor of the Company. To maintain its objectivity and independence, the Internal Auditor reports to the Audit Committee.

The Internal Audit Department monitors and evaluates the efficacy and adequacy of the internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company and its subsidiaries. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee.

HUMAN RESOURCES

Employees are our vital and most valuable assets. We have created a favourable work environment that encourages innovation and meritocracy. It is important for us that organisation culture and organisation strategy are well aligned. Over a period we have developed a strong culture of transparency through constant employee communication and have developed strong performance management practices wherein best in class reward and recognition systems are deployed. We have also set up a scalable recruitment and human resources management process which enables us to attract and retain high caliber employees. Our employee partnership ethos reflects the Company's longstanding business principles and drives the Company's overall performance with the prime focus to identify, assess, groom and build leadership potential for future.

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 with the requirements of The Sexual Harassment of Women at the Work Place (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been set-up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. No case has been reported during the year under review.

PARTICULARS OF EMPLOYEES

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

Further, there is no employee of the Company, who was employed throughout the financial year and in receipt of remuneration of Rs. 60 lakhs or more, or employed for the part of the financial year and in receipt of Rs. 5 lakhs or more a month. Accordingly, details as required under Section 197(12) of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 have not been provided.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant or material orders passed by the Regulators / Courts which would impact the going concern status of the Company and it's operations in future.

ACKNOWLEDGEMENTS

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

Your Directors also wish to place on record their deep sense of gratitude and appreciation for the commitment displayed by all executives, officers and staff at all levels of the Company, resulting in the successful performance of the Company during the year under review. We look forward for your continued support in the future.

By order of the Board of Directors

For Religare Enterprises Limited

Sd/- Sunil Godhwani

Chairman & Managing Director

Date: July 31, 2015

 Place: New Delhi