Religare Finvest Limited Annual Report 2012-13

I n y o u r s u c c e s s l i e s o u r s

Religare Finvest Limited

Annual Report 2012-13


CONTENTS

• Company Information 1

• Message from Managing Director & CEO 2-4

• About Religare Finvest 5

• Milestones and Our Evolution 6-7

• Leadership Team 8-11

• Industry Overview 12-17

• Our Businesses 18-25

• SME Focused Initiatives 26-29

• Key Initiatives For FY'14 30-31

• Financial Declaration - Religare Finvest Limited 32-33

• Director’s Report 34-45

• Annexure-I 46-47

• Independent Auditor’s Report 48-49

• Annexure to Auditors’ Report 50-52

• Balance Sheet as at March 31, 2013 53

• Statement of Profit and Loss for the Year Ended March 31, 2013 54

• Cash Flow Statement for the Year Ended March 31, 2013 55-57

• Notes Forming Part of the Financial Statements for the Year Ended March 31, 2013 58-113

• Financial Declaration - Religare Housing Development Finance Corporation Limited 114-115

• Directors’ Report 116-119







• Notes Pages 160


CONTENTS

• Company Information 1

• Message from Managing Director & CEO 2-4

• About Religare Finvest 5

• Milestones and Our Evolution 6-7

• Leadership Team 8-11

• Industry Overview 12-17

• Our Businesses 18-25

• SME Focused Initiatives 26-29

• Key Initiatives For FY'14 30-31

• Financial Declaration - Religare Finvest Limited 32-33

• Director’s Report 34-45

• Annexure-I 46-47







• Financial Declaration - Religare Housing Development Finance Corporation Limited 114-115

• Directors’ Report 116-119







• Notes Pages 160

COMPANY INFORMATION

BOARD OF DIRECTORS

Mr. Kavi Arora (Managing Director & CEO)Ms. Kanchan Jain (Whole Time Director)Mr. Shachindra Nath (Director)Mr. Anil Saxena (Director)Mr. Sunil Kumar Garg (Director)Mr. Basab Mitra (Director)Mr. Padam Narain Bahl (Independent Director)Mr. Achal Ghai (Non- Executive Director)Mr. Srinivas Chidambaram (Non- Executive Director)

COMPANY SECRETARY

Mr. Punit Arora

REGISTERED OFFICE

D3, P3B, District Centre, Saket, New Delhi - 110 017, India.

BANKERS TO THE COMPANY

Andhra BankAxis Bank LimitedBank of IndiaCanara BankCentral Bank of IndiaCITI BANK N.A.Corporation BankDBS BankDCB BankDena BankFederal Bank LimitedHDFC Bank LimitedICICI Bank LimitedIDBI Bank LimitedIndusind BankING Vysya BankKarur Vysya BankOriental Bank of CommercePunjab & Sind BankPunjab National BankSyndicate BankUco BankUnion Bank of IndiaUnited Bank of IndiaVijaya BankYes Bank LimitedDeutsche bankStandard Chartered Bank

AUDITORS

Price Waterhouse, Chartered Accountants, 252, Veer Savarkar Marg, Opp. Shivaji Park, Dadar (West), Mumbai - 400 028, India.

REGISTRAR & SHARE TRANSFER AGENT

Link Intime India Private Limited

44, Community Center, 2nd Floor, Naraina Industrial Area, Phase I, Near PVR, Naraina, New Delhi–110 028

Religare Finvest Limited 1

Message from

MANAGING DIRECTOR & CEO

Dear Shareholders

Thank you for your continued patronage and support! We

just wrapped up another strong year at Religare Finvest

Ltd (RFL). The year gone by was quite challenging in

terms of the macroeconomic environment in domestic as

well as international markets, especially for the financial

services sector. In India, slower economic growth and

high inflation, coupled with high interest rates have been

very challenging for most of the business enterprises

especially MSMEs. In a tough year like this, we reinforced

our existing customer relationships, improved operating

efficiency, re-balanced asset-liability mix and focused on

the overall portfolio performance, thus making a robust

platform for delivering long term value to all stake holders.

A successful year, yet again!

During the f inancial year 2012-13, we further

strengthened our position in the Non-Banking Financial

Company (NBFC) sector and take pride in having

established ourselves as one of the leading NBFCs in the

country, within a short period of time. Today, we have a

presence in 25 cities, 800+ employees, more than 22,000 customers against the backdrop of a robust portfolio performance.

We took a conscious call to control our credit growth. Despite a flat book between the period of April 1, 2012 to April 1, 2013, a

prudent operations machinery & rebalanced asset liability mix, led to an improved financial performance for the Company.

Your company recorded a growth of 42.42% in PBT at Rs 278.17 crore during 2012-13 and reported a PAT of Rs 185.41 crore,

a jump of 34.52% over previous year. Helped by the continued focus on improving ALM and restructuring of assets portfolio,

revenues jumped to Rs 2,261.68 crore from Rs 1,858.72 crore during the preceding fiscal, reflecting a growth of 21.68%.

Basic Earnings per Equity Share (EPS) increased to Rs 10.03 from Rs 7.75, during the same period. The Capital adequacy

ratio as of 31st March 2013 was a healthy 19.84%.

Your company has continued to reward shareholders with regular dividends. Considering the growth and consistent profits,

the Board has proposed a payment of dividend of Rs 2.6 per share (26%) for the year ending March 31, 2013 on equity shares.

Your company also rendered approval to pay dividend on non-convertible redeemable preference shares in line with the

subscription agreement.

2 | Annual Report 2012-13

COMPANY INFORMATION

BOARD OF DIRECTORS

Mr. Kavi Arora (Managing Director & CEO)Ms. Kanchan Jain (Whole Time Director)Mr. Shachindra Nath (Director)Mr. Anil Saxena (Director)Mr. Sunil Kumar Garg (Director)Mr. Basab Mitra (Director)Mr. Padam Narain Bahl (Independent Director)Mr. Achal Ghai (Non- Executive Director)Mr. Srinivas Chidambaram (Non- Executive Director)

COMPANY SECRETARY

Mr. Punit Arora

REGISTERED OFFICE

D3, P3B, District Centre, Saket, New Delhi - 110 017, India.

BANKERS TO THE COMPANY

Andhra BankAxis Bank LimitedBank of IndiaCanara BankCentral Bank of IndiaCITI BANK N.A.Corporation BankDBS BankDCB BankDena BankFederal Bank LimitedHDFC Bank LimitedICICI Bank LimitedIDBI Bank LimitedIndusind BankING Vysya BankKarur Vysya BankOriental Bank of CommercePunjab & Sind BankPunjab National BankSyndicate BankUco BankUnion Bank of IndiaUnited Bank of IndiaVijaya BankYes Bank LimitedDeutsche bankStandard Chartered Bank

AUDITORS

Price Waterhouse, Chartered Accountants, 252, Veer Savarkar Marg, Opp. Shivaji Park, Dadar (West), Mumbai - 400 028, India.

REGISTRAR & SHARE TRANSFER AGENT

Link Intime India Private Limited

44, Community Center, 2nd Floor, Naraina Industrial Area, Phase I, Near PVR, Naraina, New Delhi–110 028


Message from


Dear Shareholders

Thank you for your continued patronage and support! We

just wrapped up another strong year at Religare Finvest

Ltd (RFL). The year gone by was quite challenging in

terms of the macroeconomic environment in domestic as

well as international markets, especially for the financial

services sector. In India, slower economic growth and

high inflation, coupled with high interest rates have been

very challenging for most of the business enterprises

especially MSMEs. In a tough year like this, we reinforced

our existing customer relationships, improved operating

efficiency, re-balanced asset-liability mix and focused on

the overall portfolio performance, thus making a robust

platform for delivering long term value to all stake holders.

A successful year, yet again!

During the f inancial year 2012-13, we further

strengthened our position in the Non-Banking Financial

Company (NBFC) sector and take pride in having

established ourselves as one of the leading NBFCs in the

country, within a short period of time. Today, we have a

presence in 25 cities, 800+ employees, more than 22,000 customers against the backdrop of a robust portfolio performance.

We took a conscious call to control our credit growth. Despite a flat book between the period of April 1, 2012 to April 1, 2013, a

prudent operations machinery & rebalanced asset liability mix, led to an improved financial performance for the Company.

Your company recorded a growth of 42.42% in PBT at Rs 278.17 crore during 2012-13 and reported a PAT of Rs 185.41 crore,

a jump of 34.52% over previous year. Helped by the continued focus on improving ALM and restructuring of assets portfolio,

revenues jumped to Rs 2,261.68 crore from Rs 1,858.72 crore during the preceding fiscal, reflecting a growth of 21.68%.

Basic Earnings per Equity Share (EPS) increased to Rs 10.03 from Rs 7.75, during the same period. The Capital adequacy

ratio as of 31st March 2013 was a healthy 19.84%.

Your company has continued to reward shareholders with regular dividends. Considering the growth and consistent profits,

the Board has proposed a payment of dividend of Rs 2.6 per share (26%) for the year ending March 31, 2013 on equity shares.

Your company also rendered approval to pay dividend on non-convertible redeemable preference shares in line with the

subscription agreement.


With all these, we are better prepared to face the tough environment and deliver better returns for our stakeholders in the years to come.

Driving initiatives, delivering results!

Initiatives like ‘Go direct’ and ‘Client Coverage Model’ were introduced to promote business and strengthen existing customer relationships.

In a business like ours where a robust credit-underwriting framework forms the backbone of business, am glad to share that we were awarded with ‘Finnoviti 2012’, an award for process innovation for our unique pro-customer credit assessment method. Another important initiative during FY’13 for creating additional liquidity was securitization of assets worth Rs 828.95 crore.

Right Moves, This is what it takes

In line with our strategy of rebalancing our asset portfolio to focus on SME lending, we exited the Auto lease portfolio which stood at Rs 230.34 crore as the end of FY’12.

We continued to focus on improving our ALM position by further enhancing our long term funding sources. Our lenders reposed their trust and faith in our business model and our deep engagement with them helped us source Rs. 3700 Crores of additional credit facilities during the FY 2012-13 for our Company resulting in an outstanding of Rs. 7420 crores as of year-end. We also launched our second Public Issue of Non-Convertible Debentures in September 2012 and collected Rs. 332.04 crores.

RFL’s 100% subsidiary Religare Housing Development Finance Corporation Limited (RHDFCL) is slowly but steadily making its mark in the housing finance sector. The company is making its foray into the affordable housing finance market with its “One City One Branch” model to keep its operational cost low and returns high. The pilot branch has already been opened and the company is targeting to start 9 branches in 2013-2014 in the markets of Rajasthan and Gujarat.

Being Ready, For the Future

We are entering the new fiscal with new zeal, promises and aspirations with our razor sharp focus on building our SME book & rebalancing some non- core assets.

Emerging market MSME, globally, looks a very attractive segment. As per a report by Mckinsey & Company, the revenues of the SME focused banks & FIs could jump from $150 billion in 2010 to ~$367 billion by 2015 – a growth rate of 20% per annum. The report further states that, South Asia, of all the emerging markets will encounter revenue growth at a CAGR of 21%.

India, standalone, is being seen by global players as a center for mass action in terms of the MSME movement and there are numerous factors that will benefit the MSME focused financiers, like ours. This sector in our country contributes 9% to GDP, 45% to manufacturing output and 36% to the total value of exports.

This inclusive sector gives impetus to the economy by employing 100 million plus people which is approximately 60% of the private sector employment across 4.4 crore enterprises. The positive shift in the focus of policy makers can be witnessed from the more than double fund allocation, from Rs 11,000 crore to Rs 24,000 crore, in the 12th five year plan for the MSME sector.

Message from



Message from


Kavi Arora

Managing Director & CEO


Our vision to focus on this sector is clearly driven out of the facts mentioned above on the demand side and huge debt gap on the supply side in terms of credit. In a recent report by IFC on the ‘Gap in MSME Financing’ the total debt gap stands a mammoth figure of Rs 19,00,000 crore.

We have created an operating and governance organization keeping our aspirations and business model in mind. The leadership team of your company remains confident that 2013-14 will bring more opportunities with it, as debt capital plays a significant role in the revival and transformation of many industries across the country. Our priorities for FY ’14 are very clear : a) Continued focus on client relationship management for proactive account management and robust portfolio performance; b) Profitable growth in new customer acquisition by managing a right distribution mix; c) Leveraging our footprint and presence by closely working with regulators, trade bodies and associations and other collaborative institutions; d) Overall focus on keeping costs in check, improving efficiency to make our organization even more profitable delivering superior ROEs.

On behalf of the entire organization, I want to thank each one of you for staying committed to RFL. It is your support that has helped make RFL among the most valuable NBFCs in India. I look forward to your continued support, as we embark on the next phase of our growth journey.

‘In your success, lies ours’

With all these, we are better prepared to face the tough environment and deliver better returns for our stakeholders in the years to come.

Driving initiatives, delivering results!

Initiatives like ‘Go direct’ and ‘Client Coverage Model’ were introduced to promote business and strengthen existing customer relationships.

In a business like ours where a robust credit-underwriting framework forms the backbone of business, am glad to share that we were awarded with ‘Finnoviti 2012’, an award for process innovation for our unique pro-customer credit assessment method. Another important initiative during FY’13 for creating additional liquidity was securitization of assets worth Rs 828.95 crore.

Right Moves, This is what it takes

In line with our strategy of rebalancing our asset portfolio to focus on SME lending, we exited the Auto lease portfolio which stood at Rs 230.34 crore as the end of FY’12.

We continued to focus on improving our ALM position by further enhancing our long term funding sources. Our lenders reposed their trust and faith in our business model and our deep engagement with them helped us source Rs. 3700 Crores of additional credit facilities during the FY 2012-13 for our Company resulting in an outstanding of Rs. 7420 crores as of year-end. We also launched our second Public Issue of Non-Convertible Debentures in September 2012 and collected Rs. 332.04 crores.

RFL’s 100% subsidiary Religare Housing Development Finance Corporation Limited (RHDFCL) is slowly but steadily making its mark in the housing finance sector. The company is making its foray into the affordable housing finance market with its “One City One Branch” model to keep its operational cost low and returns high. The pilot branch has already been opened and the company is targeting to start 9 branches in 2013-2014 in the markets of Rajasthan and Gujarat.

Being Ready, For the Future

We are entering the new fiscal with new zeal, promises and aspirations with our razor sharp focus on building our SME book & rebalancing some non- core assets.

Emerging market MSME, globally, looks a very attractive segment. As per a report by Mckinsey & Company, the revenues of the SME focused banks & FIs could jump from $150 billion in 2010 to ~$367 billion by 2015 – a growth rate of 20% per annum. The report further states that, South Asia, of all the emerging markets will encounter revenue growth at a CAGR of 21%.

India, standalone, is being seen by global players as a center for mass action in terms of the MSME movement and there are numerous factors that will benefit the MSME focused financiers, like ours. This sector in our country contributes 9% to GDP, 45% to manufacturing output and 36% to the total value of exports.

This inclusive sector gives impetus to the economy by employing 100 million plus people which is approximately 60% of the private sector employment across 4.4 crore enterprises. The positive shift in the focus of policy makers can be witnessed from the more than double fund allocation, from Rs 11,000 crore to Rs 24,000 crore, in the 12th five year plan for the MSME sector.

Message from



Message from


Kavi Arora



Our vision to focus on this sector is clearly driven out of the facts mentioned above on the demand side and huge debt gap on the supply side in terms of credit. In a recent report by IFC on the ‘Gap in MSME Financing’ the total debt gap stands a mammoth figure of Rs 19,00,000 crore.

We have created an operating and governance organization keeping our aspirations and business model in mind. The leadership team of your company remains confident that 2013-14 will bring more opportunities with it, as debt capital plays a significant role in the revival and transformation of many industries across the country. Our priorities for FY ’14 are very clear : a) Continued focus on client relationship management for proactive account management and robust portfolio performance; b) Profitable growth in new customer acquisition by managing a right distribution mix; c) Leveraging our footprint and presence by closely working with regulators, trade bodies and associations and other collaborative institutions; d) Overall focus on keeping costs in check, improving efficiency to make our organization even more profitable delivering superior ROEs.

On behalf of the entire organization, I want to thank each one of you for staying committed to RFL. It is your support that has helped make RFL among the most valuable NBFCs in India. I look forward to your continued support, as we embark on the next phase of our growth journey.

‘In your success, lies ours’

About Religare Finvest

Incorporated in 2006, Religare Finvest Limited (RFL), a subsidiary of Religare Enterprises Limited, is a non-deposit taking systemically important Non-Banking Finance Company. The Company focuses on small and medium enterprises (SMEs) financing, retail capital market financing and corporate loans. RFL, guided by an experienced leadership team, has created a unique MSME-focused business model backed by proven underwriting capabilities.

Evolution of RFL

RFL came into existence with the intent of driving a paradigm shift in how people running small and medium enterprises secured funds from lenders for their expansion. Anyone starting or managing a small business would know how tough it is to get credit from a typical risk-averse lender who is generally more interested in backing already well-established enterprises, and the idea of putting his bets on a fledgling entity is not very appealing. Realizing the untapped market opportunity, RFL adopted a contrarian approach and targeted building a lending business around the underserved MSME segment.

By 2010, RFL’s book size had surpassed Rs 40 billion in SME lending and Rs 30 billion in capital market finance. In 2011, the Company earned a resounding affirmation of its business model, when two private equity investors- Avigo Capital and Jacob Ballas—together infused capital worth Rs 350 crore.

The Small and Medium Enterprises (SME) contribute significantly to India’s growth, accounting for around 95% of the industrial units, 45% of goods manufactured, 40% of exports and 17% of India’s GDP—all facts tall enough to justify RFL’s decision to enter and subsequently, build a successful business model in this segment. The SME financing sector accordingly presents unique and scalable funding opportunities which the Company continues to capitalize on. Keeping in mind the Company’s goals and the dreams of its customers and stakeholders, RFL has developed a unique mix of products that aim to solve various financing needs of every entity in the SME genre. The products are broadly divided into the following categories:

1. SME Mortgage Loans

2. SME Commercial Assets Loans

3. SME Working Capital Loans – Secured and Unsecured

4. Loan against Marketable securities

The Retail Capital market financing includes the following products:

1. Loan against securities

2. Employee stock option funding

ABOUT RELIGARE FINVEST

Religare Finvest Limited 5 5 | Annual Report 2012-13

MILESTONES ANDOUR EVOLUTION


About Religare Finvest

Incorporated in 2006, Religare Finvest Limited (RFL), a subsidiary of Religare Enterprises Limited, is a non-deposit taking systemically important Non-Banking Finance Company. The Company focuses on small and medium enterprises (SMEs) financing, retail capital market financing and corporate loans. RFL, guided by an experienced leadership team, has created a unique MSME-focused business model backed by proven underwriting capabilities.

Evolution of RFL

RFL came into existence with the intent of driving a paradigm shift in how people running small and medium enterprises secured funds from lenders for their expansion. Anyone starting or managing a small business would know how tough it is to get credit from a typical risk-averse lender who is generally more interested in backing already well-established enterprises, and the idea of putting his bets on a fledgling entity is not very appealing. Realizing the untapped market opportunity, RFL adopted a contrarian approach and targeted building a lending business around the underserved MSME segment.

By 2010, RFL’s book size had surpassed Rs 40 billion in SME lending and Rs 30 billion in capital market finance. In 2011, the Company earned a resounding affirmation of its business model, when two private equity investors- Avigo Capital and Jacob Ballas—together infused capital worth Rs 350 crore.

The Small and Medium Enterprises (SME) contribute significantly to India’s growth, accounting for around 95% of the industrial units, 45% of goods manufactured, 40% of exports and 17% of India’s GDP—all facts tall enough to justify RFL’s decision to enter and subsequently, build a successful business model in this segment. The SME financing sector accordingly presents unique and scalable funding opportunities which the Company continues to capitalize on. Keeping in mind the Company’s goals and the dreams of its customers and stakeholders, RFL has developed a unique mix of products that aim to solve various financing needs of every entity in the SME genre. The products are broadly divided into the following categories:

1. SME Mortgage Loans

2. SME Commercial Assets Loans

3. SME Working Capital Loans – Secured and Unsecured

4. Loan against Marketable securities

The Retail Capital market financing includes the following products:

1. Loan against securities

2. Employee stock option funding

ABOUT RELIGARE FINVEST





Started Capital Market finance business.Religare Finvest Limited was incorporated on 6th Jan, 1995 as Skylark Securities Pvt. Ltd. The name of the company was changed from Skylark Securities Pvt. Ltd. to Fortis Finvest Pvt. Ltd. on 23rd Sep, 2004. The company was converted into a public limited company on 7th October, 2004 and the name was changed to Fortis Finvest Limited. Further on 4th April, 2006 the name of the company was changed to Religare Finvest Limited.

~

2006

2009

2011

2010

2008

2012

September: Successfully raised ` 7.54 billion via a public bond offering

November: `1.5 billion of capital infusion by private equity (PE) firm Avigo Capital.

December: ` 2 billion of capital infusion by PE firm, Jacob Ballas. billion, via a publicbond offering.

~

~

~

May: Kavi Arora joined RFL

September: Founder team members occupied office

November: Commenced SME Lending business

~

~

~

July: Acquired part of Citigroup India’s mortgage portfolio, with a book size of ̀ 4.7 billion

October: Crossed book size of ̀ 40 billion in

SME Lending

October: Crossed book size of ` 30 billion in capital market finance

December: Acquired Maharishi Housing Development Finance Corporation (now Religare Housing Development Finance Corporation - RHDFCL)

~

~

~

February Secured BSI’s ISO 9001: 2008 certification for CPU, IT and Customer Services Team

~

October: Successfully raised ` 3.32 billion via a public bond offering.

~

~

October: Awarded ‘FINNOVITI’ for process excellence in credit assessment

~

November: Disbursed total loans of ` 10 billion in just over 12 months of operations

~


LEADERSHIP TEAM



Started Capital Market finance business.Religare Finvest Limited was incorporated on 6th Jan, 1995 as Skylark Securities Pvt. Ltd. The name of the company was changed from Skylark Securities Pvt. Ltd. to Fortis Finvest Pvt. Ltd. on 23rd Sep, 2004. The company was converted into a public limited company on 7th October, 2004 and the name was changed to Fortis Finvest Limited. Further on 4th April, 2006 the name of the company was changed to Religare Finvest Limited.

~

2006

2009

2011

2010

2008

2012

September: Successfully raised ` 7.54 billion via a public bond offering

November: `1.5 billion of capital infusion by private equity (PE) firm Avigo Capital.

December: ` 2 billion of capital infusion by PE firm, Jacob Ballas. billion, via a publicbond offering.

~

~

~

May: Kavi Arora joined RFL

September: Founder team members occupied office

November: Commenced SME Lending business

~

~

~

July: Acquired part of Citigroup India’s mortgage portfolio, with a book size of ̀ 4.7 billion

October: Crossed book size of ̀ 40 billion in

SME Lending

October: Crossed book size of ` 30 billion in capital market finance

December: Acquired Maharishi Housing Development Finance Corporation (now Religare Housing Development Finance Corporation - RHDFCL)

~

~

~

February Secured BSI’s ISO 9001: 2008 certification for CPU, IT and Customer Services Team

~

October: Successfully raised ` 3.32 billion via a public bond offering.

~

~

October: Awarded ‘FINNOVITI’ for process excellence in credit assessment

~

November: Disbursed total loans of ` 10 billion in just over 12 months of operations

~


LEADERSHIP TEAM


LEADERSHIP TEAM

Kavi Arora is Managing Director & Chief Executive Officer at Religare Finvest Limited managing the Small and Medium Enterprises (SME) focused commercial lending business. With a commitment to helping realize the dreams of India’s entrepreneurs, he spear heads the company’s vision of partnering with their clients as they grow to new heights. Imbibing his vision of ‘in the customers success lies our success’, Religare Finvest Limited has achieved a comendable success.

Kavi has previously worked at GE Capital, Hong Kong as Director- Secured Assets & Cross-sell and was responsible for acquisition, revenue and delivering the overall profitability in the secured assets business. Additionally, he was also responsible for putting together an effective Customer Retention Strategy by designing the CRM and developing a retention project for existing customers of GE. Prior to GE, over the course of 5 years at ABN Amro Bank (now RBS), he has worked in various roles like Head of Consumer Bank (South) covering the whole gamut of Banking and Financial services and also as National Sales and Distribution Head for Unsecured Assets covering Personal Loans and Credit Cards.

With 19 years of diverse experience within the financial services, Kavi has been associated with reputed companies such as ABN Amro Bank, ATS Services, Citi Financial, 20th Century Finance, Consortium Finance and GE capital.

He has been recognized for his outstanding performance through many accolades and awards during the course of his career. An avid sportsman, Kavi brings his go-getter attitude to the field in sports such as hockey and cricket for which he has represented the teams at National and University levels and also pursues his love for Golf. A true philanthropist, Kavi supports an orphanage where he likes to spend time with the children whenever possible.

He has also been closely associated with various SME focused business bodies viz. CII, ASSOCHAM & FICCI and is an active participant and contributor in their initiatives.

His academic qualifications include a Bachelor’s Degree in Commerce from Punjab University, a Diploma in Systems Management from NIIT and a Master’s Degree in Business Management from University Business School, Chandigarh.

Kavi AroraManaging Director & CEO

Gurinder as President & COO at RFL is responsible for driving efficiencies and excellence in Products and New initiatives, Receivable Management, IT & Operations, and Customer Service.Earlier in his capacity as the Regional Business Director of North Region at RFL, Gurinder managed an AUM of over ` 3000 Cr from over 15000 SME through his dedicated set of teams across the region. Before joining Religare, he spent 15 years with Magma Fincorp Limited (a Leading NBFC having an AUM in CV, CE, Cars, Tractors & General Insurance) he was a part of the steering committee for strategic decisions and implemented various processes like channel management, collection management & front level employee compensation. In his previous assignment, Gurinder headed the West region operations of Magma & has been instrumental in establishing the business for Punjab, Haryana, The Central Region and the Entire West.He is a Management Graduate from Punjabi university (1993 batch) & represents Religare in the North Chapter of MSME Panel of CII. He ardently meets SMEs as part of his weekly schedule and conduct roadshows to introduce business advisory services to various business owners. A fitness enthusiast, Gurinder regularly participates in half and full marathons, across the country.

Gurinder Singh SehmbeyPresident & Chief Operating Officer

Kanchan has been with Religare Finvest Limited since August, 2011. Kanchan is the CRO for RFL and is based out of Delhi. She also holds the responsibility to develop and execute the Business Plan on solution based Financing for SMEs, besides running the Risk & Audit function. Kanchan brings with her, over 18 years of rich experience in Fixed Income, Project Finance, Capital Markets and Global Structured Products across Europe & Asia, with marquee organizations.

She started her career with ICICI Ltd in Project Finance before moving to international markets with Peregrine Fixed Income Limited. At Peregrine, based out of Hong Kong, Kanchan worked in the Asian Capital Markets as a part of the Debt Syndication and Market Risk teams. Her subsequent assignment was Sr. Vice President - Global Head of Content with Deal Composer in London & Seoul. This was followed by her work covering the EMEA markets based out of London, as Director and Head of Structured Solutions with Barclays Capital and Managing Director - Client Solutions Structuring with HSBC Bank. After nearly 15 years of working in the international financial markets in Europe and Asia, she took an entrepreneurial route of setting up Aamod Resorts back in India.

Presently at Religare Finvest Limited, along with her day to day operations, she is also supporting initiatives to create SME focused thought leadership content on Family Managed Businesses in India, importance of credit ratings for SMEs etc. She has represented Religare in various forums such as CII, FICCI, ASSOCHAM & other reputed institutions as a subject matter expert and speaker.

Kanchan did her BE (Electronic & Communications) from VNIT and is a management graduate from IIM-Calcutta (‘94 batch)

Sandeep currently heads the capital market lending business at Religare Finvest Limited as President - Capital Market Finance, wherein he manages lending against listed collaterals, both in debt and equity markets. Sandeep with his vast experience of capital markets plays a pivotal role in the SME financing due to his in depth know how of the value of chain of various businesses and sectors.

A banking professional for over 12 years with Citibank and HDFC Bank, Sandeep in his previous assignments has worked with India Securities (Essar Group) and OHM Financial Group, as a Chief Operating Officer.

A voracious reader and an active Rotary member, Sandep is an MBA from Chetana’s Institute of Management and Research, Mumbai University. He is an active philanthropist and is dedicated to the social causes such as child development and education.

Sandeep Hariprasad AdukiaPresident – Capital Markets Lending

LEADERSHIP TEAM

Kanchan JainPresident & Chief Risk Officer

Sachin joined RFL as Business Head for setting up SME Unsecured Loans business. Having successfully built up a sizeable and profitable portfolio in SME as a product, he moved as Regional Business Director, in line with organization’s vision of ‘Closer to Customer’, managing all product lines and functions of lending business for Northern & Western regions of RFL.

Sachin has led Strategic Project of “Client Coverage Model” pan India, that envisaged a large part of the frontend organization being Relationship Managers’ for each one of the customers thus provided a single window for all the financial needs of the SME.

He has prior experience of setting up the Cards & Loans business for RBS in Gujarat & has served as the Head of Cards & Loans for North region, before managing the role of Centre Manager in Gujarat for ICICI Prudential. He served Citi Financial for a stint of four years.

A graduate from Delhi University with a Diploma in Hotel Management from the Institute of Hotel Management, Jaipur; Sachin has a keen interest in technologies & loves listening to music & singing.

Sachin SharmaRegional Business Director – North-West

10 | Annual Report 2012-13Religare Finvest Limited 9

LEADERSHIP TEAM

Kavi Arora is Managing Director & Chief Executive Officer at Religare Finvest Limited managing the Small and Medium Enterprises (SME) focused commercial lending business. With a commitment to helping realize the dreams of India’s entrepreneurs, he spear heads the company’s vision of partnering with their clients as they grow to new heights. Imbibing his vision of ‘in the customers success lies our success’, Religare Finvest Limited has achieved a comendable success.

Kavi has previously worked at GE Capital, Hong Kong as Director- Secured Assets & Cross-sell and was responsible for acquisition, revenue and delivering the overall profitability in the secured assets business. Additionally, he was also responsible for putting together an effective Customer Retention Strategy by designing the CRM and developing a retention project for existing customers of GE. Prior to GE, over the course of 5 years at ABN Amro Bank (now RBS), he has worked in various roles like Head of Consumer Bank (South) covering the whole gamut of Banking and Financial services and also as National Sales and Distribution Head for Unsecured Assets covering Personal Loans and Credit Cards.

With 19 years of diverse experience within the financial services, Kavi has been associated with reputed companies such as ABN Amro Bank, ATS Services, Citi Financial, 20th Century Finance, Consortium Finance and GE capital.

He has been recognized for his outstanding performance through many accolades and awards during the course of his career. An avid sportsman, Kavi brings his go-getter attitude to the field in sports such as hockey and cricket for which he has represented the teams at National and University levels and also pursues his love for Golf. A true philanthropist, Kavi supports an orphanage where he likes to spend time with the children whenever possible.

He has also been closely associated with various SME focused business bodies viz. CII, ASSOCHAM & FICCI and is an active participant and contributor in their initiatives.

His academic qualifications include a Bachelor’s Degree in Commerce from Punjab University, a Diploma in Systems Management from NIIT and a Master’s Degree in Business Management from University Business School, Chandigarh.

Kavi AroraManaging Director & CEO

Gurinder as President & COO at RFL is responsible for driving efficiencies and excellence in Products and New initiatives, Receivable Management, IT & Operations, and Customer Service.Earlier in his capacity as the Regional Business Director of North Region at RFL, Gurinder managed an AUM of over ` 3000 Cr from over 15000 SME through his dedicated set of teams across the region. Before joining Religare, he spent 15 years with Magma Fincorp Limited (a Leading NBFC having an AUM in CV, CE, Cars, Tractors & General Insurance) he was a part of the steering committee for strategic decisions and implemented various processes like channel management, collection management & front level employee compensation. In his previous assignment, Gurinder headed the West region operations of Magma & has been instrumental in establishing the business for Punjab, Haryana, The Central Region and the Entire West.He is a Management Graduate from Punjabi university (1993 batch) & represents Religare in the North Chapter of MSME Panel of CII. He ardently meets SMEs as part of his weekly schedule and conduct roadshows to introduce business advisory services to various business owners. A fitness enthusiast, Gurinder regularly participates in half and full marathons, across the country.

Gurinder Singh SehmbeyPresident & Chief Operating Officer

Kanchan has been with Religare Finvest Limited since August, 2011. Kanchan is the CRO for RFL and is based out of Delhi. She also holds the responsibility to develop and execute the Business Plan on solution based Financing for SMEs, besides running the Risk & Audit function. Kanchan brings with her, over 18 years of rich experience in Fixed Income, Project Finance, Capital Markets and Global Structured Products across Europe & Asia, with marquee organizations.

She started her career with ICICI Ltd in Project Finance before moving to international markets with Peregrine Fixed Income Limited. At Peregrine, based out of Hong Kong, Kanchan worked in the Asian Capital Markets as a part of the Debt Syndication and Market Risk teams. Her subsequent assignment was Sr. Vice President - Global Head of Content with Deal Composer in London & Seoul. This was followed by her work covering the EMEA markets based out of London, as Director and Head of Structured Solutions with Barclays Capital and Managing Director - Client Solutions Structuring with HSBC Bank. After nearly 15 years of working in the international financial markets in Europe and Asia, she took an entrepreneurial route of setting up Aamod Resorts back in India.

Presently at Religare Finvest Limited, along with her day to day operations, she is also supporting initiatives to create SME focused thought leadership content on Family Managed Businesses in India, importance of credit ratings for SMEs etc. She has represented Religare in various forums such as CII, FICCI, ASSOCHAM & other reputed institutions as a subject matter expert and speaker.

Kanchan did her BE (Electronic & Communications) from VNIT and is a management graduate from IIM-Calcutta (‘94 batch)

Sandeep currently heads the capital market lending business at Religare Finvest Limited as President - Capital Market Finance, wherein he manages lending against listed collaterals, both in debt and equity markets. Sandeep with his vast experience of capital markets plays a pivotal role in the SME financing due to his in depth know how of the value of chain of various businesses and sectors.

A banking professional for over 12 years with Citibank and HDFC Bank, Sandeep in his previous assignments has worked with India Securities (Essar Group) and OHM Financial Group, as a Chief Operating Officer.

A voracious reader and an active Rotary member, Sandep is an MBA from Chetana’s Institute of Management and Research, Mumbai University. He is an active philanthropist and is dedicated to the social causes such as child development and education.

Sandeep Hariprasad AdukiaPresident – Capital Markets Lending

LEADERSHIP TEAM

Kanchan JainPresident & Chief Risk Officer

Sachin joined RFL as Business Head for setting up SME Unsecured Loans business. Having successfully built up a sizeable and profitable portfolio in SME as a product, he moved as Regional Business Director, in line with organization’s vision of ‘Closer to Customer’, managing all product lines and functions of lending business for Northern & Western regions of RFL.

Sachin has led Strategic Project of “Client Coverage Model” pan India, that envisaged a large part of the frontend organization being Relationship Managers’ for each one of the customers thus provided a single window for all the financial needs of the SME.

He has prior experience of setting up the Cards & Loans business for RBS in Gujarat & has served as the Head of Cards & Loans for North region, before managing the role of Centre Manager in Gujarat for ICICI Prudential. He served Citi Financial for a stint of four years.

A graduate from Delhi University with a Diploma in Hotel Management from the Institute of Hotel Management, Jaipur; Sachin has a keen interest in technologies & loves listening to music & singing.

Sachin SharmaRegional Business Director – North-West


LEADERSHIP TEAM

A science graduate from the University of Calcutta, Abhijit is responsible for successfully establishing RFL’s SME finance business in South & Eastern regions.

Having a rich product distribution experience from ICICI Securities, ABN Amro Bank & ICICI Bank, he has thoroughly evolved and integrated the Sales, Operations & Credit underwriting functions to make the region a profit centre and a completely SME dedicated machinery.

Abhijit is actively involved with the SMEs in his region by proactively organizing & participating in various SME focussed Expos, conclaves, seminars & personal discussion meetings which has enabled him to be constantly connected to the dynamics of the business. His acumen in understanding of sectors makes him an interesting speaker across various forums related to business and economy.

Abhijit GhoshRegional Business Director – South & East

Mohit Kapoor joined Religare Finvest Limited as Director-Legal & Compliance in May 2013 from Aon Hewitt where he was the Chief Counsel for the Asia Pacific Region.

With over 21 years of total experience, he brings a rich blend of working with legal firms for over 8 years & corporate experience for 13 years with several reputed corporates.

Mohit has, in the past worked in firms like JB Dadachanji & Co., Kochhar & Co. at New Delhi and Nagashima, Ohno & Tsunematsu based in Tokyo, Japan. Subsequently, he worked in senior management roles at IMG & TWI as Legal Counsel-India, Citibank as General Counsel-Global Consumer Group and Max Life Insurance Co. He holds rich experience in handling legal issues related to financial services in general and issues related to dispute resolution and corporate litigation across various forums, as also corporate documentation and consulting.

Mohit is a law graduate from Delhi University after acquiring a B.Com. degree from Kirori Mal College (Delhi University). He is also a qualified Solicitor of the Supreme Court of England & Wales.

Mohit KapoorDirector-Legal & Compliance

Ashish Anand is responsible for driving all strategic HR plans such as PMS, Compensation & Benefits, R&R, Employee Engagement, Hiring & On-Boarding, Organization Development & Training and HR compliance and is responsible for end to end delivery of HR function. One of his key agendas is to make Religare Finvest, an Employer of Choice. Ashish joined in Nov ’08 to set up training & development function at Religare group and thereafter was managing Business HR function for retail financial services business (RFL, RSL & RHIL). Few of his contributions have been setting up training function at group level, playing a pivotal role in setting up Religare’s health insurance business, Organizations restructuring, driving compensation philosophy in business, managing Productivity programs etc.

He brings to the table a rich experience of over 13 years in HR field that includes designing & implementation of HR systems & processes, Employee Engagement initiatives, Training & Organizational Development, Performance Management, B-School branding and engagement, and handling the entire gamut of activities involved in the employee Life Cycle. He started his career with Piaggio, one of the world’s leading automobile companies and then moved on to join Dabur India Ltd, one of the largest FMCG companies in India. At Dabur, his last assignment was as the Head of HR for International Business besides corporate & Sales HR responsibilities. Ashish has done B.Com from Pune University and is an alumnus of Symbiosis Institute of Business Management, 2000 batch. Besides work, Ashish loves the game of golf.

Ashish AnandDirector-HR

INDUSTRY OVERVIEW


LEADERSHIP TEAM

A science graduate from the University of Calcutta, Abhijit is responsible for successfully establishing RFL’s SME finance business in South & Eastern regions.

Having a rich product distribution experience from ICICI Securities, ABN Amro Bank & ICICI Bank, he has thoroughly evolved and integrated the Sales, Operations & Credit underwriting functions to make the region a profit centre and a completely SME dedicated machinery.

Abhijit is actively involved with the SMEs in his region by proactively organizing & participating in various SME focussed Expos, conclaves, seminars & personal discussion meetings which has enabled him to be constantly connected to the dynamics of the business. His acumen in understanding of sectors makes him an interesting speaker across various forums related to business and economy.

Abhijit GhoshRegional Business Director – South & East

Mohit Kapoor joined Religare Finvest Limited as Director-Legal & Compliance in May 2013 from Aon Hewitt where he was the Chief Counsel for the Asia Pacific Region.

With over 21 years of total experience, he brings a rich blend of working with legal firms for over 8 years & corporate experience for 13 years with several reputed corporates.

Mohit has, in the past worked in firms like JB Dadachanji & Co., Kochhar & Co. at New Delhi and Nagashima, Ohno & Tsunematsu based in Tokyo, Japan. Subsequently, he worked in senior management roles at IMG & TWI as Legal Counsel-India, Citibank as General Counsel-Global Consumer Group and Max Life Insurance Co. He holds rich experience in handling legal issues related to financial services in general and issues related to dispute resolution and corporate litigation across various forums, as also corporate documentation and consulting.

Mohit is a law graduate from Delhi University after acquiring a B.Com. degree from Kirori Mal College (Delhi University). He is also a qualified Solicitor of the Supreme Court of England & Wales.

Mohit KapoorDirector-Legal & Compliance

Ashish Anand is responsible for driving all strategic HR plans such as PMS, Compensation & Benefits, R&R, Employee Engagement, Hiring & On-Boarding, Organization Development & Training and HR compliance and is responsible for end to end delivery of HR function. One of his key agendas is to make Religare Finvest, an Employer of Choice. Ashish joined in Nov ’08 to set up training & development function at Religare group and thereafter was managing Business HR function for retail financial services business (RFL, RSL & RHIL). Few of his contributions have been setting up training function at group level, playing a pivotal role in setting up Religare’s health insurance business, Organizations restructuring, driving compensation philosophy in business, managing Productivity programs etc.

He brings to the table a rich experience of over 13 years in HR field that includes designing & implementation of HR systems & processes, Employee Engagement initiatives, Training & Organizational Development, Performance Management, B-School branding and engagement, and handling the entire gamut of activities involved in the employee Life Cycle. He started his career with Piaggio, one of the world’s leading automobile companies and then moved on to join Dabur India Ltd, one of the largest FMCG companies in India. At Dabur, his last assignment was as the Head of HR for International Business besides corporate & Sales HR responsibilities. Ashish has done B.Com from Pune University and is an alumnus of Symbiosis Institute of Business Management, 2000 batch. Besides work, Ashish loves the game of golf.

Ashish AnandDirector-HR

INDUSTRY OVERVIEW


INDUSTRY OVERVIEW

INDUSTRY OVERVIEW

The SME sector, which accounts for nearly 95% of total industrial units in India, is a vital cog in the country’s growth story. Companies in the manufacturing sector whose investment in plant and machinery does not exceed Rs 10 crore, and Rs 5 crore for those in the service sector, are defined as SMEs. Accounting for 45% of India’s factory output and 40% of exports, the SME sector is a catalyst for socio-economic transformation of the country, and critical in meeting the national objectives of generating employment, reducing poverty, greater equality and distribution of income and discouraging rural-urban migration.

For a country like India that has a vast labor pool but limited capital, SMEs play a significant role in job creation. SMEs provide employment to 40% of India’s total workforce or around 7.3 crore people, and account for 17% of the country’s gross domestic product (GDP). They also play a crucial role in entrepreneurial skill development and encouraging innovation. The SME business opportunity has increased in the recent years amidst expansion and diversification across various sectors. They form a critical part of supply chain, sub-assemblies and services to larger companies. The SME sector which is characterized by low capital intensity and high absorption rate has enabled India to achieve high industry growth and diversification.

The number of SMEs in India has increased from 3.91 crore in 2008 to an estimated 4.88 crore in 2013. Among the factors that have accounted for this rapid growth in the SME sector in India include high contribution to domestic production, low investment requirements, significant export earnings, capacity to develop indigenous technology, operational flexibility, technology oriented industries, import

substitution, location-wise mobility, low intensive imports, competitiveness in the domestic and export markets. The12thfive-year plan targeted a growth rate of 15% for the MSME sector, which at present is growing at 12-13% per annum. Being the second largest employer in India after agriculture, promoting inclusive development and providing a major impetus to rural and semi-urban sector, the growth and prosperity of the SME sector is crucial for the overall India growth and development story. Therefore, nurturing the sector is of utmost importance for economic development.

And yet, the sector falls short of adequate support from banks, financial institutions, government and corporates. Adequate and timely financing is the biggest problem facing the sector. The others are limited capital, technological backwardness, lack of infrastructure, low production capacity, ineffective marketing strategy, and identification of new markets, constraints in modernization and expansion, non-availability of skilled labor at affordable costs, follow-ups with various government agencies for resolution of problems.

Roadblocks: Growth of the SME sector is restricted by lack of funding and inadequate support from banks

Despite a notable growth in the number and importance of SMEs in recent years, the sector continues to be plagued by funding problems, hindering its progress. Small businesses require higher capital investments on a regular basis as they face constant demands on productivity and efficiency gains from their largerrivals. With rewards not proportional to the capital invested, many upcoming entrepreneurs are handicapped by the high cost of establishing a business and the availability of credit. Lack of investment, trained manpower and professional management emerged as stumbling blocks in the sector’s growth.

Most SMEs are unable to generate cash flows to make bigticket investments, making them heavily dependent on external financing support, as government support remains inadequate. The majority of financing demand from these enterprises is in the form of debt. The total demand of small business loans in the formal SME sector is pegged at Rs 1 lakh crore while that in the informal sector is estimated at Rs 9 lakh crore, according to a report by IFC. The overall demand for financing in the MSME sector is estimated to be Rs 32.5 lakh crore, with a large majority in the form of debt, estimated at approximately Rs 26 lakh crore.

INDUSTRY OVERVIEW

Total demand for equity in the MSME sector is Rs 6.5 lakh crore, which makes up 20% of the overall demand. The Planning Commission’s Working Group on SMEs for the 11th five year plan had pegged SMEs’ need for working capital and term loans during the period at Rs. 3 lakh crore. According to estimates, 0.07 crore small enterprises are viable for financing and addressable by formal financial institutions in the near term. The average credit requirement of a small enterprise across manufacturing and services industries is pegged at Rs 0.4 -0.45 crore. However, banks are often reluctant to lend to small businesses due to the absence of documentary evidence of income and cash flows, high default risk, small scale of operations and relative higher transaction cost. Outstanding bank loans to SMEs accounted for 16.5% of their total credit as of March 2012. As of March 2012, outstanding SME credit of Rs 7.246 lakh crore accounted for nearly 24% of the industry and services portfolio of scheduled

commercial banks.

Further, a large degree of uncertainty regarding their future performance, variable rates of returns and higher vulnerability during downturns, make them a target segment which requires a detailed analysis by any lender. Their lack of technical knowledge, human and capital resources makes them less equipped to overcome adverse


INDUSTRY OVERVIEW

INDUSTRY OVERVIEW

The SME sector, which accounts for nearly 95% of total industrial units in India, is a vital cog in the country’s growth story. Companies in the manufacturing sector whose investment in plant and machinery does not exceed Rs 10 crore, and Rs 5 crore for those in the service sector, are defined as SMEs. Accounting for 45% of India’s factory output and 40% of exports, the SME sector is a catalyst for socio-economic transformation of the country, and critical in meeting the national objectives of generating employment, reducing poverty, greater equality and distribution of income and discouraging rural-urban migration.

For a country like India that has a vast labor pool but limited capital, SMEs play a significant role in job creation. SMEs provide employment to 40% of India’s total workforce or around 7.3 crore people, and account for 17% of the country’s gross domestic product (GDP). They also play a crucial role in entrepreneurial skill development and encouraging innovation. The SME business opportunity has increased in the recent years amidst expansion and diversification across various sectors. They form a critical part of supply chain, sub-assemblies and services to larger companies. The SME sector which is characterized by low capital intensity and high absorption rate has enabled India to achieve high industry growth and diversification.

The number of SMEs in India has increased from 3.91 crore in 2008 to an estimated 4.88 crore in 2013. Among the factors that have accounted for this rapid growth in the SME sector in India include high contribution to domestic production, low investment requirements, significant export earnings, capacity to develop indigenous technology, operational flexibility, technology oriented industries, import

substitution, location-wise mobility, low intensive imports, competitiveness in the domestic and export markets. The12thfive-year plan targeted a growth rate of 15% for the MSME sector, which at present is growing at 12-13% per annum. Being the second largest employer in India after agriculture, promoting inclusive development and providing a major impetus to rural and semi-urban sector, the growth and prosperity of the SME sector is crucial for the overall India growth and development story. Therefore, nurturing the sector is of utmost importance for economic development.

And yet, the sector falls short of adequate support from banks, financial institutions, government and corporates. Adequate and timely financing is the biggest problem facing the sector. The others are limited capital, technological backwardness, lack of infrastructure, low production capacity, ineffective marketing strategy, and identification of new markets, constraints in modernization and expansion, non-availability of skilled labor at affordable costs, follow-ups with various government agencies for resolution of problems.

Roadblocks: Growth of the SME sector is restricted by lack of funding and inadequate support from banks

Despite a notable growth in the number and importance of SMEs in recent years, the sector continues to be plagued by funding problems, hindering its progress. Small businesses require higher capital investments on a regular basis as they face constant demands on productivity and efficiency gains from their largerrivals. With rewards not proportional to the capital invested, many upcoming entrepreneurs are handicapped by the high cost of establishing a business and the availability of credit. Lack of investment, trained manpower and professional management emerged as stumbling blocks in the sector’s growth.

Most SMEs are unable to generate cash flows to make bigticket investments, making them heavily dependent on external financing support, as government support remains inadequate. The majority of financing demand from these enterprises is in the form of debt. The total demand of small business loans in the formal SME sector is pegged at Rs 1 lakh crore while that in the informal sector is estimated at Rs 9 lakh crore, according to a report by IFC. The overall demand for financing in the MSME sector is estimated to be Rs 32.5 lakh crore, with a large majority in the form of debt, estimated at approximately Rs 26 lakh crore.

INDUSTRY OVERVIEW

Total demand for equity in the MSME sector is Rs 6.5 lakh crore, which makes up 20% of the overall demand. The Planning Commission’s Working Group on SMEs for the 11th five year plan had pegged SMEs’ need for working capital and term loans during the period at Rs. 3 lakh crore. According to estimates, 0.07 crore small enterprises are viable for financing and addressable by formal financial institutions in the near term. The average credit requirement of a small enterprise across manufacturing and services industries is pegged at Rs 0.4 -0.45 crore. However, banks are often reluctant to lend to small businesses due to the absence of documentary evidence of income and cash flows, high default risk, small scale of operations and relative higher transaction cost. Outstanding bank loans to SMEs accounted for 16.5% of their total credit as of March 2012. As of March 2012, outstanding SME credit of Rs 7.246 lakh crore accounted for nearly 24% of the industry and services portfolio of scheduled

commercial banks.

Further, a large degree of uncertainty regarding their future performance, variable rates of returns and higher vulnerability during downturns, make them a target segment which requires a detailed analysis by any lender. Their lack of technical knowledge, human and capital resources makes them less equipped to overcome adverse


INDUSTRY OVERVIEW

economic cycles, adding to concerns of lenders. According to surveys, nearly 90% of MSMEs in India meet their credit needs from friends, relatives and money lenders on unfavorable terms and in the process incur high cost of credit. Thus, there is tremendous scope for financiers to cater to this segment.

The sector offers immense opportunity to potential financiers as they look to diversify their loan book across various sectors to achieve sustained long-term credit growth. he rise in the number of rated SMEs may bolster confidence in potential financiers, making the sector a lucrative proposition for financiers. However, financiers will have to exercise tight control on asset quality to maintain their margins while the means to access the creditworthiness of SMEs also need to be specifically designed for this sector.

NBFCs play a critical role in supporting the unmet financing needs of the MSME sector The dynamics of the SME lending market calls for specialized institutions that possess local k n o w l e d g e a n d c a n e f f e c t i v e l y u s e relationship-based lending approaches for

INDUSTRY OVERVIEW

credit assessment. This gap is mostly catered to by specialized Non-Banking Finance Companies (NBFCs) which are financial intermediaries and play a major role in providing credit access to a wider range of population, including SMEs. NBFCs account for 12.3 % of assets of the total financial system. NBFCs have a broad range of offerings on their plate including retail asset backed lending, corporate lending, lending against securities. In recent years, many new NBFCs have been set up with exclusive focus on the SME segment. Examples include IMFR Capital etc. Moreover, existing large NBFCs have also included the SME segment as part of their focus area. The players in this industry include L&T Finance, HDFC, IDFC, Religare Finvest, Tata Capital, India Infoline, Indiabulls Financial Services, Magma FinCorp and Capital First among others.

Stronger internal processes, robust collection practices, product innovation, improved operating effectiveness and higher geographical penetration have contributed to the expansion of the NBFCs in India. Higher penetration in semi-urban and rural markets and continued innovation in products and processes have enhanced the competitive positioning of NBFCs in the SME financing segment. NBFCs, participation in the MSME sector is driven to a large extent by unmet finance demand of these enterprises, and the ability of NBFCs to develop innovative financial products and deliver finance in a cost – effective manner, with greater flexibility and quicker turnaround times.

NBFCs provide an estimated Rs 0.57 lakh crore of debt finance to the MSME sector. The size of credit disbursed ranges from Rs 0.03 crore for micro enterprises to Rs 5-10 core for medium sized enterprises. Those NBFCs which have SME assets of over 75% of their total portfolio are known as SME Development Institutions. Further, credit given by banks to NBFCs for priority sector lending purposes comes under priority sector lending, which results in a lower cost of credit to SMEs. As they are covered under credit insurance, NBFCs provide a major portion of funds to SMEs who have no collateral, thereby enabling continues financial support to such enterprises.

Loan offerings by NBFCs to SMEs

NBFCs provide a bouquet of loan products to suit the needs of their portfolio. Some of the major products include –

• Loan against property

• Commercial vehicle finance

• Loans against shares

• Construction Equipment financing

• Secured/Unsecured working capital financing

Loans against property (LAP) - is a form of a secured loan where funds are disbursed against the residential or commercial property mortgaged with the financer. Such loans also suit the financing requirements of SMEs who constantly need working capital funding. Being a secure avenue of funding to SMEs, LAP is one of the most popular ways in financing the SME requirements. It also helps SMEs to monetize the value of a property which is constantly appreciating. A conservative loan-to-value ratio also gives financiers more security against delinquencies. Increasing property prices in major cities helps financiers to unlock the loan value in case of a default. Rising needs for funds from borrowers and increasing focus in the LAP market has driven the growth in the LAP market. According to CRISIL Research, total LAP disbursements were pegged at nearly Rs 32,000 crore in 2011- 12. In 2013-14, total LAP disbursements are tipped to grow 20% to Rs 45,000 to Rs 47,000 crore. With a share of 51% in the LAP market, NBFCs/HFCs are the leading players in the LAP market. Some of the schemes offered by NBFCs under the LAP umbrella include declining overdraft facility, term lending facility and lease rental discounting.

CV Financing industry- the commercial vehicle (CV) financing industry is estimated to have witnessed a growth of 19.1% in disbursements in 2011-12. The CV financing industry is tipped to grow at a CAGR of 15-17% over the next five years to Rs 98,000 to Rs 99,000 crore by 2016-17 driven by underlying asset sales and higher ticket size of loans. The CV industry is highly penetrated as typically 95% of vehicles purchases are undertaken through such loans. The finance penetration is tipped to remain at 97-98% over the next five years. However, a slowdown in the vehicle market threatens to exert pressure on profitability of CV financers in the near term.

Loan against Share (LAS) - Under LAS, a loan is disbursed against the security of listed equity shares to meet personal or business requirements. This facility allows borrower liquidity without having to sell his shares. The LAS market is tipped to grow nearly 14-16% over the next two years as NBFCs increase their focus on secured asset classes. The liquidity offered by the collateral protects asset quality of the financer. Gross NPAs in this segment have been extremely low as shares have high liquidity.


INDUSTRY OVERVIEW

economic cycles, adding to concerns of lenders. According to surveys, nearly 90% of MSMEs in India meet their credit needs from friends, relatives and money lenders on unfavorable terms and in the process incur high cost of credit. Thus, there is tremendous scope for financiers to cater to this segment.

The sector offers immense opportunity to potential financiers as they look to diversify their loan book across various sectors to achieve sustained long-term credit growth. he rise in the number of rated SMEs may bolster confidence in potential financiers, making the sector a lucrative proposition for financiers. However, financiers will have to exercise tight control on asset quality to maintain their margins while the means to access the creditworthiness of SMEs also need to be specifically designed for this sector.

NBFCs play a critical role in supporting the unmet financing needs of the MSME sector The dynamics of the SME lending market calls for specialized institutions that possess local k n o w l e d g e a n d c a n e f f e c t i v e l y u s e relationship-based lending approaches for

INDUSTRY OVERVIEW

credit assessment. This gap is mostly catered to by specialized Non-Banking Finance Companies (NBFCs) which are financial intermediaries and play a major role in providing credit access to a wider range of population, including SMEs. NBFCs account for 12.3 % of assets of the total financial system. NBFCs have a broad range of offerings on their plate including retail asset backed lending, corporate lending, lending against securities. In recent years, many new NBFCs have been set up with exclusive focus on the SME segment. Examples include IMFR Capital etc. Moreover, existing large NBFCs have also included the SME segment as part of their focus area. The players in this industry include L&T Finance, HDFC, IDFC, Religare Finvest, Tata Capital, India Infoline, Indiabulls Financial Services, Magma FinCorp and Capital First among others.

Stronger internal processes, robust collection practices, product innovation, improved operating effectiveness and higher geographical penetration have contributed to the expansion of the NBFCs in India. Higher penetration in semi-urban and rural markets and continued innovation in products and processes have enhanced the competitive positioning of NBFCs in the SME financing segment. NBFCs, participation in the MSME sector is driven to a large extent by unmet finance demand of these enterprises, and the ability of NBFCs to develop innovative financial products and deliver finance in a cost – effective manner, with greater flexibility and quicker turnaround times.

NBFCs provide an estimated Rs 0.57 lakh crore of debt finance to the MSME sector. The size of credit disbursed ranges from Rs 0.03 crore for micro enterprises to Rs 5-10 core for medium sized enterprises. Those NBFCs which have SME assets of over 75% of their total portfolio are known as SME Development Institutions. Further, credit given by banks to NBFCs for priority sector lending purposes comes under priority sector lending, which results in a lower cost of credit to SMEs. As they are covered under credit insurance, NBFCs provide a major portion of funds to SMEs who have no collateral, thereby enabling continues financial support to such enterprises.

Loan offerings by NBFCs to SMEs

NBFCs provide a bouquet of loan products to suit the needs of their portfolio. Some of the major products include –

• Loan against property

• Commercial vehicle finance

• Loans against shares

• Construction Equipment financing

• Secured/Unsecured working capital financing

Loans against property (LAP) - is a form of a secured loan where funds are disbursed against the residential or commercial property mortgaged with the financer. Such loans also suit the financing requirements of SMEs who constantly need working capital funding. Being a secure avenue of funding to SMEs, LAP is one of the most popular ways in financing the SME requirements. It also helps SMEs to monetize the value of a property which is constantly appreciating. A conservative loan-to-value ratio also gives financiers more security against delinquencies. Increasing property prices in major cities helps financiers to unlock the loan value in case of a default. Rising needs for funds from borrowers and increasing focus in the LAP market has driven the growth in the LAP market. According to CRISIL Research, total LAP disbursements were pegged at nearly Rs 32,000 crore in 2011- 12. In 2013-14, total LAP disbursements are tipped to grow 20% to Rs 45,000 to Rs 47,000 crore. With a share of 51% in the LAP market, NBFCs/HFCs are the leading players in the LAP market. Some of the schemes offered by NBFCs under the LAP umbrella include declining overdraft facility, term lending facility and lease rental discounting.

CV Financing industry- the commercial vehicle (CV) financing industry is estimated to have witnessed a growth of 19.1% in disbursements in 2011-12. The CV financing industry is tipped to grow at a CAGR of 15-17% over the next five years to Rs 98,000 to Rs 99,000 crore by 2016-17 driven by underlying asset sales and higher ticket size of loans. The CV industry is highly penetrated as typically 95% of vehicles purchases are undertaken through such loans. The finance penetration is tipped to remain at 97-98% over the next five years. However, a slowdown in the vehicle market threatens to exert pressure on profitability of CV financers in the near term.

Loan against Share (LAS) - Under LAS, a loan is disbursed against the security of listed equity shares to meet personal or business requirements. This facility allows borrower liquidity without having to sell his shares. The LAS market is tipped to grow nearly 14-16% over the next two years as NBFCs increase their focus on secured asset classes. The liquidity offered by the collateral protects asset quality of the financer. Gross NPAs in this segment have been extremely low as shares have high liquidity.


INDUSTRY OVERVIEW

Outlook for SME Financing: Public and private initiatives are helping attract funding for the SME sector

The scenario for SME financing is improving in India amid a slew of policy and government initiatives and financial companies exclusively targeting the sector. Taking note of its immense importance to India’s economic growth, the Indian government more than doubled the fund allocation to the MSMSE sector from Rs11,000crore to Rs24,000 crore, in the 12th five year plan. In March 2012, both BSE and NSE launched their SME exchange platforms to enable SMEs to raise funds, paving the way for their listing. Some financial companies such as Resurgent India have established a one stop platform for the SME segment in India including services such as capital syndication, strategic/business advisory, and system designing and transaction advisory services like due diligence, business valuation and preparation of business plans. Steps such as providing credit protection to NBFCs for expanding their reach to the SME sector, providing debt access and regulatory incentives to NBFCs may go a long way in enabling credit access to the SME sector.

According to McKinsey, following five leading practices will make MSME financing successful for financiers:

• Developing a granular understanding of their markets

• Radically lower operating costs

• Managing risk innovatively

• Empowering MSME clients

• Engaging with government /trade bodies & associations

The government, along with NBFCs must work towards creating financial awareness among entrepreneurs.

OUR BUSINESES


INDUSTRY OVERVIEW

Outlook for SME Financing: Public and private initiatives are helping attract funding for the SME sector

The scenario for SME financing is improving in India amid a slew of policy and government initiatives and financial companies exclusively targeting the sector. Taking note of its immense importance to India’s economic growth, the Indian government more than doubled the fund allocation to the MSMSE sector from Rs11,000crore to Rs24,000 crore, in the 12th five year plan. In March 2012, both BSE and NSE launched their SME exchange platforms to enable SMEs to raise funds, paving the way for their listing. Some financial companies such as Resurgent India have established a one stop platform for the SME segment in India including services such as capital syndication, strategic/business advisory, and system designing and transaction advisory services like due diligence, business valuation and preparation of business plans. Steps such as providing credit protection to NBFCs for expanding their reach to the SME sector, providing debt access and regulatory incentives to NBFCs may go a long way in enabling credit access to the SME sector.

According to McKinsey, following five leading practices will make MSME financing successful for financiers:

• Developing a granular understanding of their markets

• Radically lower operating costs

• Managing risk innovatively

• Empowering MSME clients

• Engaging with government /trade bodies & associations

The government, along with NBFCs must work towards creating financial awareness among entrepreneurs.

OUR BUSINESES


OUR BUSINESSES

SME financing constitutes over 70% of Religare Finvest Ltd.’s (RFL’s) lending business. The company offers

commercial loans to the ‘self-employed’ with a proven business model & sound financial track record for their working

capital and capacity expansion requirements. RFL’s SME loan book has increased to Rs 8,076.58 crore from just Rs

1,905.36 crore in FY’10. Thus, RFL can be termed as a ‘growth capital provider’ to the SMEs in India in the form of

debt.

SME-Secured and Unsecured Working Capital Loan delivered the highest ROI among all types of SME loans that RFL

provides:

SME-Secured and Unsecured Working Capital Loan: This caters to the working capital and other financial

requirements of small and medium enterprises. Both ‘Secured’ and ‘Unsecured’ types of loans are granted post an in-

depth and detailed financial analysis and credit underwriting of the clients. Secured loans are covered by a first charge

on plant and machinery. As on March 31, 2013, RFL’s SME Working Capital Loan book stood at Rs 946.52 crore while

the total loan book stood at Rs 11,308 crore. The Assets under Management (AUM) under this category stood at Rs

976 crore at the end of FY’13 with 5,811 live accounts and 5,151 live customers. It delivered a ROI of 17.5%- the

highest in SME financing.

SME FINANCING

OUR BUSINESSES

SME-Mortgage: Our SME Mortgage product enables our customers to obtain loans against their residential or commercial

property. Loans offered under this product may be utilized towards different business purposes including business expansion

and purchase of plant and machinery. As on March 31, 2013, RFL’s Mortgage loan book stood at Rs 5,836.1 crore and AUM

stood at Rs 6,284 crore. Number of live accounts and live customers as on March 31, 2013 stood at 3,972 and 2,852,

respectively. It delivered a ROI of 15% during 2012-13.

SME- Commercial Asset (Commercial Vehicle & Construction Equipment):Commercial Asset funding is extended by RFL to both

priority sector small operators and high-end strategic operators both in commercial vehicles (new or used) and construction

equipment (heavy or light) segments. As on March 31, 2013, RFL’s Commercial Assets Loan book stood at Rs 765 crore and

AUM at Rs 1,339 crore.


SEM - Loans against Property (Mortgage) (INR Crore)

OUR BUSINESSES

SME financing constitutes over 70% of Religare Finvest Ltd.’s (RFL’s) lending business. The company offers

commercial loans to the ‘self-employed’ with a proven business model & sound financial track record for their working

capital and capacity expansion requirements. RFL’s SME loan book has increased to Rs 8,076.58 crore from just Rs

1,905.36 crore in FY’10. Thus, RFL can be termed as a ‘growth capital provider’ to the SMEs in India in the form of

debt.

SME-Secured and Unsecured Working Capital Loan delivered the highest ROI among all types of SME loans that RFL

provides:

SME-Secured and Unsecured Working Capital Loan: This caters to the working capital and other financial

requirements of small and medium enterprises. Both ‘Secured’ and ‘Unsecured’ types of loans are granted post an in-

depth and detailed financial analysis and credit underwriting of the clients. Secured loans are covered by a first charge

on plant and machinery. As on March 31, 2013, RFL’s SME Working Capital Loan book stood at Rs 946.52 crore while

the total loan book stood at Rs 11,308 crore. The Assets under Management (AUM) under this category stood at Rs

976 crore at the end of FY’13 with 5,811 live accounts and 5,151 live customers. It delivered a ROI of 17.5%- the

highest in SME financing.

SME FINANCING

OUR BUSINESSES

SME-Mortgage: Our SME Mortgage product enables our customers to obtain loans against their residential or commercial

property. Loans offered under this product may be utilized towards different business purposes including business expansion

and purchase of plant and machinery. As on March 31, 2013, RFL’s Mortgage loan book stood at Rs 5,836.1 crore and AUM

stood at Rs 6,284 crore. Number of live accounts and live customers as on March 31, 2013 stood at 3,972 and 2,852,

respectively. It delivered a ROI of 15% during 2012-13.

SME- Commercial Asset (Commercial Vehicle & Construction Equipment):Commercial Asset funding is extended by RFL to both

priority sector small operators and high-end strategic operators both in commercial vehicles (new or used) and construction

equipment (heavy or light) segments. As on March 31, 2013, RFL’s Commercial Assets Loan book stood at Rs 765 crore and

AUM at Rs 1,339 crore.


SEM - Loans against Property (Mortgage) (INR Crore)

OUR BUSINESSES

CAPITAL MARKETS FINANCING

ESOP Financing: ESOP Financing allows employees who have been awarded company stock options under an ESOP to take a loan against vested stock options and shares allotted on exercise of such options. Many corporates proactively facilitate the exercise of ESOP options by their employees through this mechanism. RFL’s loans for ESOP financing as of March 31, 2013 aggregated to Rs198.1 crore.

Promoter financing: Promoter financing entails lending to promoters of large, reputed corporates against shares held by them in their companies, as well as other collateral, in order to augment the resources at the disposal of the promoters. RFL undertakes credit appraisal to establish the serviceability of the loans and also maintains a high margin of safety on the security. The outstanding loans for the promoter financing product as on March 31, 2012 amounted to ̀ 7.09 bn across 20 clients.

Loans Against Securities: Our Loans against Securities (LAS) business involves offering loans secured by securities held by retail customers. RFL’s LAS book as on March 31, 2013 stood at Rs 1,398.35crore across 897 clients and 932 live accounts.

OUR BUSINESSES

RFL’s rising profits provide a strong cushion against rising credit costs and elevated funding costs • RFL has registered a growth of 34% in net profit for 2012-13 at Rs 185.41 crore as compared to Rs 137.82 crore during 2011-12, helped by focused SME financing, and restructuring of the liability profile with an aim to shift towards long-term funding.

• Revenues jumped to Rs 2,261.68 crore from Rs 1,858.72 crore during the previous fiscal, reflecting a growth of 22%.

• In line with its strategy of rebalancing asset portfolio and focus on SME lending, RFL exited Auto lease portfolio which stood at Rs 230.34 crore at the end of FY’12.

• Lower Opex was helpful in partially off-setting higher cost of funds during the fiscal. Lenders continued to face tough liquidity scenario as economic growth slowed down to decade-low level and as RBI refrained from easing monetary policy rates.

• RFL’s Return on Assets (ROA) and Return on Equity (ROE) was 2.2% and 13.4% respectively.

PERFORMANCE HIGHLIGHTS :PROFITABILITY INDICATORS

Key Financial Indicators (INR Crore) market

Loans Outstanding

AUM

PAT

Total Borrowings

Net Worth

CAR (%)

FY10

4,086

4,281

103

4,281

1,466

21.67

FY12

12,574

13,706

138

12,435

2,081

19.65

FY13

11,308

12,590

185

11,210

2,165

19.84

FY11

8,967

9,269

115

9,011

1,610

16.16

FY09

1,711

1,711

46

746

1,343

64.27


Profitability Indicators (INR Crore)

OUR BUSINESSES

CAPITAL MARKETS FINANCING

ESOP Financing: ESOP Financing allows employees who have been awarded company stock options under an ESOP to take a loan against vested stock options and shares allotted on exercise of such options. Many corporates proactively facilitate the exercise of ESOP options by their employees through this mechanism. RFL’s loans for ESOP financing as of March 31, 2013 aggregated to Rs198.1 crore.

Promoter financing: Promoter financing entails lending to promoters of large, reputed corporates against shares held by them in their companies, as well as other collateral, in order to augment the resources at the disposal of the promoters. RFL undertakes credit appraisal to establish the serviceability of the loans and also maintains a high margin of safety on the security. The outstanding loans for the promoter financing product as on March 31, 2012 amounted to ̀ 7.09 bn across 20 clients.

Loans Against Securities: Our Loans against Securities (LAS) business involves offering loans secured by securities held by retail customers. RFL’s LAS book as on March 31, 2013 stood at Rs 1,398.35crore across 897 clients and 932 live accounts.

OUR BUSINESSES

RFL’s rising profits provide a strong cushion against rising credit costs and elevated funding costs • RFL has registered a growth of 34% in net profit for 2012-13 at Rs 185.41 crore as compared to Rs 137.82 crore during 2011-12, helped by focused SME financing, and restructuring of the liability profile with an aim to shift towards long-term funding.

• Revenues jumped to Rs 2,261.68 crore from Rs 1,858.72 crore during the previous fiscal, reflecting a growth of 22%.

• In line with its strategy of rebalancing asset portfolio and focus on SME lending, RFL exited Auto lease portfolio which stood at Rs 230.34 crore at the end of FY’12.

• Lower Opex was helpful in partially off-setting higher cost of funds during the fiscal. Lenders continued to face tough liquidity scenario as economic growth slowed down to decade-low level and as RBI refrained from easing monetary policy rates.

• RFL’s Return on Assets (ROA) and Return on Equity (ROE) was 2.2% and 13.4% respectively.

PERFORMANCE HIGHLIGHTS :PROFITABILITY INDICATORS

Key Financial Indicators (INR Crore) market

Loans Outstanding

AUM

PAT

Total Borrowings

Net Worth

CAR (%)

FY10

4,086

4,281

103

4,281

1,466

21.67

FY12

12,574

13,706

138

12,435

2,081

19.65

FY13

11,308

12,590

185

11,210

2,165

19.84

FY11

8,967

9,269

115

9,011

1,610

16.16

FY09

1,711

1,711

46

746

1,343

64.27


Profitability Indicators (INR Crore)

OUR BUSINESSES

ASSET QUALITY : RFL

Lower disbursements have helped RFL maintain their asset quality

• FY’13 was tough for overall economy as well as industries as rising inflation, coupled with ballooning current and fiscal account deficit led to rise in interest rates by central bank. In such a scenario, Indian financial sector came in a tight spot as the high interest rates increase the risk of default on repayments.

• However, RFL managed to weather this storm too. Lower than planned disbursements helped company maintain robust asset quality during the year when most of the financial institutions witnessed serious deterioration in asset quality.

• Portfolio quality continues to be stable despite increase in Gross NPA.

• Gross NPAs increased on account of portfolio seasoning and lower than planned portfolio growth in FY’13.

• Gross NPAs as percentage of AUM increased to 1.33% as on March 31, 2013, while Net NPAs as percentage of AUM rose to 0.76%. The rise in NPA/ AUM ratio was mainly due to lower disbursements during the fiscal.

31-March-1331-March-12

OUR BUSINESSES

LOAN BOOK

SME loan book performance overpowered macroeconomic headwinds with a whopping four-fold jump in last three

fiscals

• RFL’s SME loan book increased to Rs 8,076.58 crore from just Rs 1,905.36 crore in FY’10.

• However, the year 2012-13 was marred by high interest rates, rising inflation, and slowing growth in domestic as well as global economies. While the investors’ confidence remained low, lenders kept a lid on their disbursements to keep NPAs under check. RFL was no exception.

• RFL’s total loan book as on March 31, 2013 stood at Rs 11,307.9 crore as compared to Rs 12,573.6 crore as on March 31, 2012.

• As on March 31, 2013, RFL’s SME Working Capital Loan book stood at Rs 946.52 crore; Mortgage loan book at Rs 5,836.1 crore; Commercial Assets Loan book at Rs 765 crore; Loan against Securities (LAS) book at Rs 1,398.35 crore.

• Core NIM of the company remained in the target band despite high cost of funds.


OUR BUSINESSES

ASSET QUALITY : RFL

Lower disbursements have helped RFL maintain their asset quality

• FY’13 was tough for overall economy as well as industries as rising inflation, coupled with ballooning current and fiscal account deficit led to rise in interest rates by central bank. In such a scenario, Indian financial sector came in a tight spot as the high interest rates increase the risk of default on repayments.

• However, RFL managed to weather this storm too. Lower than planned disbursements helped company maintain robust asset quality during the year when most of the financial institutions witnessed serious deterioration in asset quality.

• Portfolio quality continues to be stable despite increase in Gross NPA.

• Gross NPAs increased on account of portfolio seasoning and lower than planned portfolio growth in FY’13.

• Gross NPAs as percentage of AUM increased to 1.33% as on March 31, 2013, while Net NPAs as percentage of AUM rose to 0.76%. The rise in NPA/ AUM ratio was mainly due to lower disbursements during the fiscal.

31-March-1331-March-12

OUR BUSINESSES

LOAN BOOK

SME loan book performance overpowered macroeconomic headwinds with a whopping four-fold jump in last three

fiscals

• RFL’s SME loan book increased to Rs 8,076.58 crore from just Rs 1,905.36 crore in FY’10.

• However, the year 2012-13 was marred by high interest rates, rising inflation, and slowing growth in domestic as well as global economies. While the investors’ confidence remained low, lenders kept a lid on their disbursements to keep NPAs under check. RFL was no exception.

• RFL’s total loan book as on March 31, 2013 stood at Rs 11,307.9 crore as compared to Rs 12,573.6 crore as on March 31, 2012.

• As on March 31, 2013, RFL’s SME Working Capital Loan book stood at Rs 946.52 crore; Mortgage loan book at Rs 5,836.1 crore; Commercial Assets Loan book at Rs 765 crore; Loan against Securities (LAS) book at Rs 1,398.35 crore.

• Core NIM of the company remained in the target band despite high cost of funds.


OUR BUSINESSES

ASSET -LIABILITY MANAGEMENT (ALM)

RFL endeavored to improve its ALM at a time when most financial institutions are reeling under rising mismatch

between assets and liabilities

• RFL corrected its liability side with reduction in short-term commercial papers by Rs 3,558 crore to Rs 936 crore as on

March 31, 2013. Commercial papers now constitute just 8% of RFL’s total liability profile as against 27% earlier.

• RFL reduced its debt/equity ratio during the fiscal to 5.03X from 6.26X in order to strengthen its capital adequacy, RFL

issued tier-2 subordinated debentures worth Rs 120 crore in FY’13, resulting in capital adequacy as of March 31, 2013 to

be 19.84%

SME FOCUSED INITIATIVES


OUR BUSINESSES

ASSET -LIABILITY MANAGEMENT (ALM)

RFL endeavored to improve its ALM at a time when most financial institutions are reeling under rising mismatch

between assets and liabilities

• RFL corrected its liability side with reduction in short-term commercial papers by Rs 3,558 crore to Rs 936 crore as on

March 31, 2013. Commercial papers now constitute just 8% of RFL’s total liability profile as against 27% earlier.

• RFL reduced its debt/equity ratio during the fiscal to 5.03X from 6.26X in order to strengthen its capital adequacy, RFL

issued tier-2 subordinated debentures worth Rs 120 crore in FY’13, resulting in capital adequacy as of March 31, 2013 to

be 19.84%




In the financial year 2012-2013 we had undertaken several initiatives to engage more effectively with our target

audience and also taken meaningful steps to align and sharpen our internal processes with a view to position

ourselves as a distinctive SME focused lending platform.

1. THOUGHT LEADERSHIP

b. Conclaves:

Delayed Payment Conclave - Views on delayed payment &

innovative products in financing were presented by Kavi Arora &

Kanchan respectively at the event organized by CII.

Risk Conclave - Kanchan was a special invitee by the BFSI division of

TCS as a panelist to present ideas on Risk Management

HR Conclave - Kavi spoke as a panelist on the subject of ‘Generation

Next’

MSME Financing Gap - Kavi presented his views on MSME

Financing Gap and Equity Platforms at IFC Summit.

a. Creation of Whitepapers:

Family Managed Business - Kavi Arora

Building An Image For An SME - Kavi Arora

Business Plan – A Must for an SME: Kavi Arora

Checklist for Choosing the Right Financial Partner - Deepak Joshi

Credit Rating - Helps to Access the Capital: Kanchan Jain

The aforementioned whitepapers have been published in CII bimonthly journal, Distributed across 20,000 SMEs across various events. Shared with SMEs through SME Mentor, an event partnered with moneycontrol. com and various other CII, FICCI, ASSOCHAM, Silicon India events.

c. Consistent and proactive engagement with media across platforms to reinforce our stance as a category thought

leader and industry captains.

The whitepapers authored by the leadership team were shared with the database received from CII, Network – 18, Silicon & Trade India through mass mailing.

d. Book on Family Managed Businesses:

‘Ten mantras to WIN for Family Managed Businesses’ is a proprietary thought leadership work produced by the core think-tank of RFL and the content has been crafted with a view to engage meaning fully with our target segment.



2. ENGAGEMENT PROGRAMS:

The following engagement programs (20) were undertaken during the year:

• SME Mentor in association with money control, covering 10 SME Cluster locations;

• Engineering Expo in association with the Network 18 group, covering 5 key SME Cluster locations;

• MSME Global Summit in association with CII at New Delhi;

• Financial Conclave in association with CII at Chandigarh;

• Seminar on Finance in association with FICCI at Bengaluru &

Coimbatore.

• MSME Financing Gap summit organized by IFC

• CII Special conclave on Delayed Payments & Innovative

Financing

The aforementioned events/seminars helped connect with more than

5000 SMEs across various MSME clusters. The events were attended

by the respective sales & credit teams of the respective locations

wherein the relationship was developed with MSMEs and in turn helped

teams to get an insight of the markets.

3. EMPLOYEE DEVELOPMENT:

The following initiatives were undertaken for the development of the sales & credit force of the organizations.

Certified Export Consultancy program in association with the Indian Institute of Foreign Trade

(A Ministry of Commerce body)

• 14 employees from the zone & the central team attended the Phase 1- 5 day workshop conducted by the IIFT Centre

for MSME studies. The workshop has two more phases to it wherein RFL employees who have been developed as

consultants will present their cases basis the interaction and solution provided to the MSMEs.

• The objective of this strategic partnership between RFL and IIFT is to develop our teams as mentors to customers,

so that we can build better relationships by guiding them on their key business issues which in turn will also lead to a

better credit assessment.



In the financial year 2012-2013 we had undertaken several initiatives to engage more effectively with our target

audience and also taken meaningful steps to align and sharpen our internal processes with a view to position

ourselves as a distinctive SME focused lending platform.

1. THOUGHT LEADERSHIP

b. Conclaves:

Delayed Payment Conclave - Views on delayed payment &

innovative products in financing were presented by Kavi Arora &

Kanchan respectively at the event organized by CII.

Risk Conclave - Kanchan was a special invitee by the BFSI division of

TCS as a panelist to present ideas on Risk Management

HR Conclave - Kavi spoke as a panelist on the subject of ‘Generation

Next’

MSME Financing Gap - Kavi presented his views on MSME

Financing Gap and Equity Platforms at IFC Summit.

a. Creation of Whitepapers:

Family Managed Business - Kavi Arora

Building An Image For An SME - Kavi Arora

Business Plan – A Must for an SME: Kavi Arora

Checklist for Choosing the Right Financial Partner - Deepak Joshi

Credit Rating - Helps to Access the Capital: Kanchan Jain

The aforementioned whitepapers have been published in CII bimonthly journal, Distributed across 20,000 SMEs across various events. Shared with SMEs through SME Mentor, an event partnered with moneycontrol. com and various other CII, FICCI, ASSOCHAM, Silicon India events.

c. Consistent and proactive engagement with media across platforms to reinforce our stance as a category thought

leader and industry captains.

The whitepapers authored by the leadership team were shared with the database received from CII, Network – 18, Silicon & Trade India through mass mailing.

d. Book on Family Managed Businesses:

‘Ten mantras to WIN for Family Managed Businesses’ is a proprietary thought leadership work produced by the core think-tank of RFL and the content has been crafted with a view to engage meaning fully with our target segment.



2. ENGAGEMENT PROGRAMS:

The following engagement programs (20) were undertaken during the year:

• SME Mentor in association with money control, covering 10 SME Cluster locations;

• Engineering Expo in association with the Network 18 group, covering 5 key SME Cluster locations;

• MSME Global Summit in association with CII at New Delhi;

• Financial Conclave in association with CII at Chandigarh;

• Seminar on Finance in association with FICCI at Bengaluru &

Coimbatore.

• MSME Financing Gap summit organized by IFC

• CII Special conclave on Delayed Payments & Innovative

Financing

The aforementioned events/seminars helped connect with more than

5000 SMEs across various MSME clusters. The events were attended

by the respective sales & credit teams of the respective locations

wherein the relationship was developed with MSMEs and in turn helped

teams to get an insight of the markets.

3. EMPLOYEE DEVELOPMENT:

The following initiatives were undertaken for the development of the sales & credit force of the organizations.

Certified Export Consultancy program in association with the Indian Institute of Foreign Trade

(A Ministry of Commerce body)

• 14 employees from the zone & the central team attended the Phase 1- 5 day workshop conducted by the IIFT Centre

for MSME studies. The workshop has two more phases to it wherein RFL employees who have been developed as

consultants will present their cases basis the interaction and solution provided to the MSMEs.

• The objective of this strategic partnership between RFL and IIFT is to develop our teams as mentors to customers,

so that we can build better relationships by guiding them on their key business issues which in turn will also lead to a

better credit assessment.



Relationship Management:

• Under this initiative, RFL Marketing & Training team launched a series of training workshops for the RFL sales & credit

force. The intervention were aimed to understand the ‘Why’ & ‘How’ of relationship management.

• The five attributes of CCM, viz. Introspection, Communication, Empathy, Transparency & Truthfulness (ICE-TT) were

discussed as the guiding principles towards managing relationships in the first phase of the launch.

• The second phase of the training workshop focused on the ‘How’ aspect of relationship management. The one day

selling skill workshop covered the 8 stages of sales cycle namely, Prospecting, Telephonic appointment,

Presentation, Financial review Objections handling etc.

4. PROCESS INNOVATION

• SUBLIME unique Credit Appraisal: A unique cash flow based

funding credit mechanism that enables to assess the business

potential of an MSME and thus gives more insights to provide the

capital. The credit teams were developed for this process

innovation through a series of training & development programs.

RFL was also awarded the ‘ Finnoviti Award For Process

Innovation’ for Sublime in Nov 2012.

• Client Coverage Model: A focused approach to understand and

provide the solution to the SME customer and giving him an

experience of a solution provider.


KEY INITIATIVES FOR FY’14



Relationship Management:

• Under this initiative, RFL Marketing & Training team launched a series of training workshops for the RFL sales & credit

force. The intervention were aimed to understand the ‘Why’ & ‘How’ of relationship management.

• The five attributes of CCM, viz. Introspection, Communication, Empathy, Transparency & Truthfulness (ICE-TT) were

discussed as the guiding principles towards managing relationships in the first phase of the launch.

• The second phase of the training workshop focused on the ‘How’ aspect of relationship management. The one day

selling skill workshop covered the 8 stages of sales cycle namely, Prospecting, Telephonic appointment,

Presentation, Financial review Objections handling etc.

4. PROCESS INNOVATION

• SUBLIME unique Credit Appraisal: A unique cash flow based

funding credit mechanism that enables to assess the business

potential of an MSME and thus gives more insights to provide the

capital. The credit teams were developed for this process

innovation through a series of training & development programs.

RFL was also awarded the ‘ Finnoviti Award For Process

Innovation’ for Sublime in Nov 2012.

• Client Coverage Model: A focused approach to understand and

provide the solution to the SME customer and giving him an

experience of a solution provider.





Product and Distribution

• Segment specific direct sourcing model to be piloted in 4 branches

• Increased focus on direct acquisition

• Continue to build representation in industry body platforms and trade associations

IT and Operation Support

• Focus on productivity and efficiency improvement

• Customer service & collection mobility

• Customer Portal

Risk Management and Governance

• Targeted work on restoring RFL credit rating outlook to stable

• Implementation of RBI recommendations

• Sublime re-alignment with focus on TAT and acquisition quality

• Close portfolio monitoring with credit-risk monitoring framework and large account tracking

• Asset rebalancing of CMF portfolio

• Risk management technology assessment and implementation of CET automation and Risk Score

ROAD AHEAD: RFL WELL-GEAREDFOR A SMOOTH RIDE


FINANCIAL DECLARATION



Product and Distribution

• Segment specific direct sourcing model to be piloted in 4 branches

• Increased focus on direct acquisition

• Continue to build representation in industry body platforms and trade associations

IT and Operation Support

• Focus on productivity and efficiency improvement

• Customer service & collection mobility

• Customer Portal

Risk Management and Governance

• Targeted work on restoring RFL credit rating outlook to stable

• Implementation of RBI recommendations

• Sublime re-alignment with focus on TAT and acquisition quality

• Close portfolio monitoring with credit-risk monitoring framework and large account tracking

• Asset rebalancing of CMF portfolio

• Risk management technology assessment and implementation of CET automation and Risk Score

ROAD AHEAD: RFL WELL-GEAREDFOR A SMOOTH RIDE






RESULTS OF OPERATIONSThe revenue of your Company has increased from Rs. 18,587.16 million in financial year 2011-12 to Rs. 22,616.83 million in financial year 2012-13, translating to growth of 22 % over the previous financial year. Profit before Tax increased from Rs. 1,953.19 million to Rs. 2,781.74 million, an increase of 42% over the previous financial year. The Net Profit after Tax also increased from Rs. 1,378.23 million to Rs. 1,854.06 million, a growth of 35 % over the previous financial year. After growing its lending book largely from its own equity during financial year 2010-11, the Company had increasingly relied on borrowed funds for growth of the balance sheet in financial year 2011-12, the mix and sourcing of which got stabilized in financial year 2012-13.

DIRECTORS’ REPORT

Dear Members,Religare Finvest Limited

Your Directors have pleasure in presenting the 18th Annual Report on the business and operations of the Religare Finvest Limited (“Company/RFL”) along with the Audited Financial Statements for the year ended 31st March 2013.

FINANCIAL RESULTS (Rs. in million)

Particulars 2012-2013 2011-2012

Total Income

Total Expenditure

Profit before Tax

Provision for Tax

- Current Tax

- Taxes for Earlier Years

- Deferred Tax

Profit After Tax

Balance brought forward

Profit available for Appropriation

Appropriations:

22,616.82

19,835.09

2,781.74

1,107.55

(5.67)

(174.20)

1,854.06

391.99

2,246.05

18,587.16

16,633.97

1,953.19

745.29

14.14

(184.47)

1,378.23

1,371.10

2,749.32

Interim Dividend on Equity Shares - -

Proposed Final Dividend on Equity Shares

450.64 953.27

Proposed Final Dividend on Preference Shares

98.22 29.39

Dividend on Preference Shares .94 1.19

Tax on Distributed Profits

Transfer to Statutory Reserve Fund u/s

45 -IC of RBI Act, 1934

Transfer to General Reserve

Transfer to Debenture Redemption Reserve

Balance as at the end of the year

89.19

370.81

148.32

-

1,087.93

159.61

275.64

110.26

827.97

391.99

The annual disclosure as per Clause 28 A of the Debt Listing Agreement is appended herewith as Annexure I and forms an integral part of this Report.




RESULTS OF OPERATIONSThe revenue of your Company has increased from Rs. 18,587.16 million in financial year 2011-12 to Rs. 22,616.83 million in financial year 2012-13, translating to growth of 22 % over the previous financial year. Profit before Tax increased from Rs. 1,953.19 million to Rs. 2,781.74 million, an increase of 42% over the previous financial year. The Net Profit after Tax also increased from Rs. 1,378.23 million to Rs. 1,854.06 million, a growth of 35 % over the previous financial year. After growing its lending book largely from its own equity during financial year 2010-11, the Company had increasingly relied on borrowed funds for growth of the balance sheet in financial year 2011-12, the mix and sourcing of which got stabilized in financial year 2012-13.

DIRECTORS’ REPORT

Dear Members,Religare Finvest Limited

Your Directors have pleasure in presenting the 18th Annual Report on the business and operations of the Religare Finvest Limited (“Company/RFL”) along with the Audited Financial Statements for the year ended 31st March 2013.

FINANCIAL RESULTS (Rs. in million)

Particulars 2012-2013 2011-2012

Total Income

Total Expenditure

Profit before Tax

Provision for Tax

- Current Tax

- Taxes for Earlier Years

- Deferred Tax

Profit After Tax

Balance brought forward

Profit available for Appropriation

Appropriations:

22,616.82

19,835.09

2,781.74

1,107.55

(5.67)

(174.20)

1,854.06

391.99

2,246.05

18,587.16

16,633.97

1,953.19

745.29

14.14

(184.47)

1,378.23

1,371.10

2,749.32

Interim Dividend on Equity Shares - -

Proposed Final Dividend on Equity Shares

450.64 953.27

Proposed Final Dividend on Preference Shares

98.22 29.39

Dividend on Preference Shares .94 1.19

Tax on Distributed Profits

Transfer to Statutory Reserve Fund u/s

45 -IC of RBI Act, 1934

Transfer to General Reserve

Transfer to Debenture Redemption Reserve


89.19

370.81

148.32

-

1,087.93

159.61

275.64

110.26

827.97

391.99

The annual disclosure as per Clause 28 A of the Debt Listing Agreement is appended herewith as Annexure I and forms an integral part of this Report.


BUSINESS OVERVIEW AND FUTURE OUTLOOK

Emerging market MSMEs, globally, looks a very attractive segment. As per a report by Mckinsey & Company the revenues of the SME focused banks & FIs could jump from $150 billion in 2010 to ~$367 billion by 2015 – a growth rate of 20 per cent per annum. Out of all the markets, this report says, South Asia will encounter a CAGR of 21%. The primary reasons for such a high MSME growth are three fold: high GDP growth in emerging markets, increased penetration of the large number of unserved and under-served MSMEs and an increased take-up of more advanced and higher revenue banking products. China and India would contribute substantially to this growth in the sector owing to the sheer size of manufacturing, Services and Agri activities & foreign and domestic policies, all supported by a strong demographic dividend.

India, standalone, is being seen by global players as a center for mass action in terms of the MSME movement and there are numerous factors that will second the MSME focused financiers, like ours. The sector in our country contributes 9% to GDP, 45% to manufacturing output and 36% to the total value of exports. This inclusive sector gives impetus to economy by employing 100 million plus people which is approximately 60% of the private sector employment across 4.4 crore enterprises. The positive shift in the focus of policy makers can be witnessed from the more than double fund allocation, from Rs.11000 crore to Rs.24000 crore, in the 12th five year plan for MSME sector.

Our vision to stay put with this sector is clearly driven out of the facts mentioned above on the demand side and huge debt gap on the supply side in terms of credit. In a recent report by IFC on the ‘Gap in MSME Financing’ the total debt gap stands at a mammoth figure of Rs.19 Trillion.

At RFL we take pride in being able to establish ourselves as one of the leading NBFC’s in the country within a short period of time. Today we contribute significantly to REL’s vision of becoming a fully integrated financial services platform in India. Today, we stand at more than Rs.113Billion of book size with a presence in 25 cities, 800+ employees, more than 22,000 customers against the backdrop of a robust portfolio performance. We are thankful to each stakeholder for being a part of our journey.

Financial Year 2012-2013 was quite challenging in terms of the macroeconomic environment in domestic as well as international markets especially for the financial services sector. In India, slower economic growth and high inflation coupled with high interest rates have been very challenging for all business enterprises especially MSMEs. Challenging credit environment and tightening liquidity were like strong head winds for most of year. To strengthen our existing customer relationships in this tough year, we launched new initiatives like ‘Go direct’ and ‘Client Coverage Model’. We also took several significant steps towards building a robust pipeline of funds for the financial year which has just started by balancing our asset liability mix, keeping in mind our long term strategy. Another important initiative during Financial Year 2012-2013 for creating additional liquidity was securitization of over Rs. 1000 crores of our assets. In a business like ours where a robust credit-underwriting framework forms the backbone of business, we are glad to share that we were awarded with ‘Finnoviti 2012’ an award for process innovation for our unique pro-customer credit assessment method.

The priorities for financial year 2013-2014 are very clear as : a) Continued focus on client relationship management for proactive account management & robust portfolio performance; b) Profitable Growth in new customer acquisition by managing a right distribution mix; c) Leveraging our footprint and presence by closely working with regulators, trade bodies and associations and other collaborative institutions; d) Overall focus on keeping costs in check, improving efficiency to make our organization even more profitable delivering superior ROEs.

We have created an operating & governance organization keeping our aspirations and business model in mind. Ever since our existence, Religare as a group has moved ahead and each of the individual business is at a different stage of value creation. We will continue to be well prepared for the forthcoming years keeping the above strategic intent in mind.

CAPITAL ADEQUACY RATIO

As against the minimum prescribed Capital Adequacy Ratio (CAR) of 15% as set out by the Reserve Bank of India (RBI), the Company has a Capital Adequacy Ratio of 19.84% as on March 31, 2013 (Previous Year 19.65 %).

STATUTORY RESERVE FUND

Our Company has in accordance with the provisions of Section 45–IC of the Reserve Bank of India (RBI) Act, 1934, created a Reserve Fund and during the year under review the Company has transferred 20% of profit after tax i.e. an amount of Rs. 3,708.11 lacs (previous year Rs. 2,756.45 lacs) to the said Reserve Fund.

DIVIDEND

In terms and conditions for the issue of the Preference Shares as contained in the Share Subscription Agreement dated August 01, 2011 executed by and between the Company and ICICI Bank Limited, the Board of Directors on March 13, 2013 declared and paid dividend at a fixed rate of 1% (one percent) on face value of the Preference Shares out of the profits of the Company available for distribution.

FINAL DIVIDEND

Considering the Company’s growth and consistent profits for the year ended March 31, 2013, the Board of Directors propose for consideration of the shareholders at the ensuing Annual General Meeting, payment of a final dividend of Rs. 2.60 per share (26%) for the year ended March 31, 2013 on equity shares.

In lieu of above, preference shareholders of different classes will also be entitled to dividend as per terms and conditions of Shareholder’s agreement executed with them.

The aggregate amount of dividend and the dividend distribution tax on equity and preference shares is Rs. 6,378.93 Lacs.

FIXED DEPOSITS

The Company has neither invited nor accepted any deposits from public within the meaning of Section 58A of the Companies Act, 1956 read with Companies (Acceptance of Deposit) Rules 1975 during the period under review. The Board of Directors has passed the resolution on April 24, 2013 that the Company has not accepted the deposit in the previous Financial Year 2012-13 and further declared that the Company shall not accept any deposits from the public in the Financial Year 2013-14 without the prior permission of Reserve Bank of India.

SUBSIDIARY COMPANIES

During the financial year under review, the Company acquired in satisfaction of loan due from a borrower, upto 70% equity stake in Empower Expertise Private Limited, Cheryl Advisory Private Limited and Big Vision Consultants Private Limited. Accordingly these companies have become subsidiaries of the Company. However these entities have not been considered in the group financial statements as the control is intended to be temporary.

These investments have been disclosed as ‘Assets acquired in Satisfaction of Debts’ in note 24 ‘Other Current Assets’ under the Audited Financial Statement.

Consequently, as on March 31, 2013, your Company has following entities as its subsidiaries:

- Religare Housing Development Finance Corporation Limited - Empower Expertise Private Limited- Cheryl Advisory Private Limited- Big Vision Consultants Private Limited

Pursuant to the provisions of Section 212(1) of the Companies Act, 1956, (“the Act”), copy of the Balance Sheet and the related Statement of Profit and Loss, Cash Flow Statement, Report of the Board of Directors and the Auditors Report of the


BUSINESS OVERVIEW AND FUTURE OUTLOOK

Emerging market MSMEs, globally, looks a very attractive segment. As per a report by Mckinsey & Company the revenues of the SME focused banks & FIs could jump from $150 billion in 2010 to ~$367 billion by 2015 – a growth rate of 20 per cent per annum. Out of all the markets, this report says, South Asia will encounter a CAGR of 21%. The primary reasons for such a high MSME growth are three fold: high GDP growth in emerging markets, increased penetration of the large number of unserved and under-served MSMEs and an increased take-up of more advanced and higher revenue banking products. China and India would contribute substantially to this growth in the sector owing to the sheer size of manufacturing, Services and Agri activities & foreign and domestic policies, all supported by a strong demographic dividend.

India, standalone, is being seen by global players as a center for mass action in terms of the MSME movement and there are numerous factors that will second the MSME focused financiers, like ours. The sector in our country contributes 9% to GDP, 45% to manufacturing output and 36% to the total value of exports. This inclusive sector gives impetus to economy by employing 100 million plus people which is approximately 60% of the private sector employment across 4.4 crore enterprises. The positive shift in the focus of policy makers can be witnessed from the more than double fund allocation, from Rs.11000 crore to Rs.24000 crore, in the 12th five year plan for MSME sector.

Our vision to stay put with this sector is clearly driven out of the facts mentioned above on the demand side and huge debt gap on the supply side in terms of credit. In a recent report by IFC on the ‘Gap in MSME Financing’ the total debt gap stands at a mammoth figure of Rs.19 Trillion.

At RFL we take pride in being able to establish ourselves as one of the leading NBFC’s in the country within a short period of time. Today we contribute significantly to REL’s vision of becoming a fully integrated financial services platform in India. Today, we stand at more than Rs.113Billion of book size with a presence in 25 cities, 800+ employees, more than 22,000 customers against the backdrop of a robust portfolio performance. We are thankful to each stakeholder for being a part of our journey.

Financial Year 2012-2013 was quite challenging in terms of the macroeconomic environment in domestic as well as international markets especially for the financial services sector. In India, slower economic growth and high inflation coupled with high interest rates have been very challenging for all business enterprises especially MSMEs. Challenging credit environment and tightening liquidity were like strong head winds for most of year. To strengthen our existing customer relationships in this tough year, we launched new initiatives like ‘Go direct’ and ‘Client Coverage Model’. We also took several significant steps towards building a robust pipeline of funds for the financial year which has just started by balancing our asset liability mix, keeping in mind our long term strategy. Another important initiative during Financial Year 2012-2013 for creating additional liquidity was securitization of over Rs. 1000 crores of our assets. In a business like ours where a robust credit-underwriting framework forms the backbone of business, we are glad to share that we were awarded with ‘Finnoviti 2012’ an award for process innovation for our unique pro-customer credit assessment method.

The priorities for financial year 2013-2014 are very clear as : a) Continued focus on client relationship management for proactive account management & robust portfolio performance; b) Profitable Growth in new customer acquisition by managing a right distribution mix; c) Leveraging our footprint and presence by closely working with regulators, trade bodies and associations and other collaborative institutions; d) Overall focus on keeping costs in check, improving efficiency to make our organization even more profitable delivering superior ROEs.

We have created an operating & governance organization keeping our aspirations and business model in mind. Ever since our existence, Religare as a group has moved ahead and each of the individual business is at a different stage of value creation. We will continue to be well prepared for the forthcoming years keeping the above strategic intent in mind.

CAPITAL ADEQUACY RATIO

As against the minimum prescribed Capital Adequacy Ratio (CAR) of 15% as set out by the Reserve Bank of India (RBI), the Company has a Capital Adequacy Ratio of 19.84% as on March 31, 2013 (Previous Year 19.65 %).

STATUTORY RESERVE FUND

Our Company has in accordance with the provisions of Section 45–IC of the Reserve Bank of India (RBI) Act, 1934, created a Reserve Fund and during the year under review the Company has transferred 20% of profit after tax i.e. an amount of Rs. 3,708.11 lacs (previous year Rs. 2,756.45 lacs) to the said Reserve Fund.

DIVIDEND

In terms and conditions for the issue of the Preference Shares as contained in the Share Subscription Agreement dated August 01, 2011 executed by and between the Company and ICICI Bank Limited, the Board of Directors on March 13, 2013 declared and paid dividend at a fixed rate of 1% (one percent) on face value of the Preference Shares out of the profits of the Company available for distribution.

FINAL DIVIDEND

Considering the Company’s growth and consistent profits for the year ended March 31, 2013, the Board of Directors propose for consideration of the shareholders at the ensuing Annual General Meeting, payment of a final dividend of Rs. 2.60 per share (26%) for the year ended March 31, 2013 on equity shares.

In lieu of above, preference shareholders of different classes will also be entitled to dividend as per terms and conditions of Shareholder’s agreement executed with them.

The aggregate amount of dividend and the dividend distribution tax on equity and preference shares is Rs. 6,378.93 Lacs.

FIXED DEPOSITS

The Company has neither invited nor accepted any deposits from public within the meaning of Section 58A of the Companies Act, 1956 read with Companies (Acceptance of Deposit) Rules 1975 during the period under review. The Board of Directors has passed the resolution on April 24, 2013 that the Company has not accepted the deposit in the previous Financial Year 2012-13 and further declared that the Company shall not accept any deposits from the public in the Financial Year 2013-14 without the prior permission of Reserve Bank of India.

SUBSIDIARY COMPANIES

During the financial year under review, the Company acquired in satisfaction of loan due from a borrower, upto 70% equity stake in Empower Expertise Private Limited, Cheryl Advisory Private Limited and Big Vision Consultants Private Limited. Accordingly these companies have become subsidiaries of the Company. However these entities have not been considered in the group financial statements as the control is intended to be temporary.

These investments have been disclosed as ‘Assets acquired in Satisfaction of Debts’ in note 24 ‘Other Current Assets’ under the Audited Financial Statement.

Consequently, as on March 31, 2013, your Company has following entities as its subsidiaries:

- Religare Housing Development Finance Corporation Limited - Empower Expertise Private Limited- Cheryl Advisory Private Limited- Big Vision Consultants Private Limited

Pursuant to the provisions of Section 212(1) of the Companies Act, 1956, (“the Act”), copy of the Balance Sheet and the related Statement of Profit and Loss, Cash Flow Statement, Report of the Board of Directors and the Auditors Report of the


subsidiaries have been attached with the Balance Sheet of the Company for the financial year ended March 31, 2013.

Further a statement of the Company’s interest in its subsidiaries, in compliance with Section 212(3) of the Act, is also attached with the said Balance Sheet of the Company.

MAJOR EVENTS

During the year under review, the Company filed Prospectus dated September 7, 2012 with Registrar of Companies, NCT of Delhi & Haryana, BSE Limited (BSE) and National Stock Exchange of India Limited ( NSE) for public issue of Secured Redeemable Non-Convertible Debentures of face value of Rs. 1,000 each (“NCDs”) aggregating up to Rs. 250 Crore with an option to retain over subscription upto Rs. 250 Crore for issuance of additional NCDs aggregating to a total of up to Rs. 500 Crore on September 7, 2012 , September 11, 2012 and September 11, 2012 respectively. The Company issued and allotted 3,320,489 NCDs aggregating Rs. 3,320,489,000 on October 9, 2012. Further, the Company obtained listing approval from BSE vide Notice No. 20121010-06 dated October 10, 2012 and from NSE vide its letter No - NSE/LIST/183449-C dated October 10, 2012. Issue expenses related to aforesaid NCDs, estimated to Rs. 136,580,138 are considered for amortization over the tenure of NCDs. The Company has amortized Rs.20, 449,383 of debenture issue expenses during the year. The entire proceeds from issue of NCDs, net of the Issue expenses, have been utilized towards the Objects of the Issue.

FURTHER RETAIL BOND ISSUE

During the financial year 2012-2013, the Company obtained the registration with Insurance Regulatory Development Authority (IRDA) as a Corporate Agent vide license no. ILG 9009278 dated June 13, 2012. This license authorizes the Company to procure and solicit insurance business general insurance business on behalf of ICICI Lombard General Insurance Company Limited.

This license is in addition to the already existent Corporate Agency license issued by IRDA to the Company for the procurement/ solicitation of life insurance business obtained by the Company in financial year 2011-2012 on behalf of AEGON Religare Life Insurance Corporation Limited. Hence the Company is now eligible to do the business of corporate agency for both life and general insurance business.

CORPORATE AGENCY LICENCE FROM INSURANCE REGULATORY AND DEVELOPMENT AUTHORITY (IRDA)

During the period under review, the following changes took place with regards to the paid up preference share capital structure of the Company:

During the financial year 2012- 2013 , four quarterly redemptions of 625,000 1% Unlisted Non-Convertible Redeemable Preference Shares issued to ICICI Bank Limited each on June 29,2012 , September 28, 2012 , December 28, 2012 and March 28, 2013 were effected, as per the Share Subscription Agreement entered into between ICICI Bank Limited and the Company.

Accordingly, the preference share capital of the Company stands at Rs. 554,166,000 as on March 31, 2013 as against Rs. 579,166,000 as on March 31, 2012.

Further, the equity share capital of the Company stands at Rs. 1,733,221,870 as on March 31, 2013. There was no change in the equity share capital during the period under review.

CHANGES IN CAPITAL STRUCTURE

DEBENTURES

(i) Details of Privately Placed Secured Redeemable Non - Convertible Debentures outstanding as on March 31, 2013 which are secured by pari passu mortgage over the Company’s immovable property and first Pari Passu charge over companies account receivables as applicable :

(Rs. in Lacs)

Coupon Rate(%) p.a.

As at March 31, 2013


Date of Allotment

Redemption Due On

Earliest Put / Call Option

12.50%

INDEX LINKED

INDEX LINKED

10.50%

INDEX LINKED

12.75%

10.50%

12.25%

11.75%

10.85%

INDEX LINKED

10.50%

INDEX LINKED

INDEX LINKED

12.50% (*)

11.15%

10.00%

12.50%

11.50%

12.50%

12.50%

11.50%

11.40%

9.10%

11.00%

11.75%

13.70%

12.00%

11.75%

11.75%

11.75%

20

200

712

5,212

2,444

5,000

3,909

70

10

10,000

196

3,909

728

600

9,500

2,500

2,000

13,500

15,000

2,500

6,500

15,000

-

-

-

-

-

-

-

-

-

20

-

-

5,212

-

-

3,909

70

10

-

-

3,909

-

-

-

-

2,000

-

-

-

-

-

10,000

6,700

2,300

2,600

20,000

2,500

2,000

7,000

3,300

8-Feb-12

17-Sep-12

11-Sep-12

30-Sep-10

8-Aug-12

8-Aug-12

30-Sep-10

8-Feb-12

8-Feb-12

21-Jan-13

11-Sep-12

30-Sep-10

8-Aug-12

8-Aug-12

29-Jun-12

14-Mar-13

30-Sep-10

29-Jun-12

13-Jun-12

7-Jun-12

5-Jun-12

13-Jun-12

26-Sep-11

17-Nov-09

15-Jul-11

18-Mar-11

19-Mar-12

31-Mar-11

18-Mar-11

18-Mar-11

18-Mar-11

8-Feb-17

4-Nov-15

29-Oct-15

30-Sep-15

25-Sep-15

8-Aug-15

30-Mar-15

8-Feb-15

8-Feb-15

21-Jan-15

10-Oct-14

30-Sep-14

8-Sep-14

8-Sep-14

28-Jun-14

9-Mar-14

30-Sep-13

28-Jun-13

12-Jun-13

6-Jun-13

4-Jun-13

13-May-13

25-Mar-13

17-Nov-12

15-Aug-12

2-Jul-12

19-Jun-12

15-Jun-12

6-Jun-12

18-May-12

15-May-12

8-Aug-13

21-Apr-13

25-Jun-12


subsidiaries have been attached with the Balance Sheet of the Company for the financial year ended March 31, 2013.

Further a statement of the Company’s interest in its subsidiaries, in compliance with Section 212(3) of the Act, is also attached with the said Balance Sheet of the Company.

MAJOR EVENTS

During the year under review, the Company filed Prospectus dated September 7, 2012 with Registrar of Companies, NCT of Delhi & Haryana, BSE Limited (BSE) and National Stock Exchange of India Limited ( NSE) for public issue of Secured Redeemable Non-Convertible Debentures of face value of Rs. 1,000 each (“NCDs”) aggregating up to Rs. 250 Crore with an option to retain over subscription upto Rs. 250 Crore for issuance of additional NCDs aggregating to a total of up to Rs. 500 Crore on September 7, 2012 , September 11, 2012 and September 11, 2012 respectively. The Company issued and allotted 3,320,489 NCDs aggregating Rs. 3,320,489,000 on October 9, 2012. Further, the Company obtained listing approval from BSE vide Notice No. 20121010-06 dated October 10, 2012 and from NSE vide its letter No - NSE/LIST/183449-C dated October 10, 2012. Issue expenses related to aforesaid NCDs, estimated to Rs. 136,580,138 are considered for amortization over the tenure of NCDs. The Company has amortized Rs.20, 449,383 of debenture issue expenses during the year. The entire proceeds from issue of NCDs, net of the Issue expenses, have been utilized towards the Objects of the Issue.

FURTHER RETAIL BOND ISSUE

During the financial year 2012-2013, the Company obtained the registration with Insurance Regulatory Development Authority (IRDA) as a Corporate Agent vide license no. ILG 9009278 dated June 13, 2012. This license authorizes the Company to procure and solicit insurance business general insurance business on behalf of ICICI Lombard General Insurance Company Limited.

This license is in addition to the already existent Corporate Agency license issued by IRDA to the Company for the procurement/ solicitation of life insurance business obtained by the Company in financial year 2011-2012 on behalf of AEGON Religare Life Insurance Corporation Limited. Hence the Company is now eligible to do the business of corporate agency for both life and general insurance business.

CORPORATE AGENCY LICENCE FROM INSURANCE REGULATORY AND DEVELOPMENT AUTHORITY (IRDA)

During the period under review, the following changes took place with regards to the paid up preference share capital structure of the Company:

During the financial year 2012- 2013 , four quarterly redemptions of 625,000 1% Unlisted Non-Convertible Redeemable Preference Shares issued to ICICI Bank Limited each on June 29,2012 , September 28, 2012 , December 28, 2012 and March 28, 2013 were effected, as per the Share Subscription Agreement entered into between ICICI Bank Limited and the Company.

Accordingly, the preference share capital of the Company stands at Rs. 554,166,000 as on March 31, 2013 as against Rs. 579,166,000 as on March 31, 2012.

Further, the equity share capital of the Company stands at Rs. 1,733,221,870 as on March 31, 2013. There was no change in the equity share capital during the period under review.

CHANGES IN CAPITAL STRUCTURE

DEBENTURES

(i) Details of Privately Placed Secured Redeemable Non - Convertible Debentures outstanding as on March 31, 2013 which are secured by pari passu mortgage over the Company’s immovable property and first Pari Passu charge over companies account receivables as applicable :

(Rs. in Lacs)

Coupon Rate(%) p.a.



Date of Allotment

Redemption Due On


12.50%

INDEX LINKED

INDEX LINKED

10.50%

INDEX LINKED

12.75%

10.50%

12.25%

11.75%

10.85%

INDEX LINKED

10.50%

INDEX LINKED

INDEX LINKED

12.50% (*)

11.15%

10.00%

12.50%

11.50%

12.50%

12.50%

11.50%

11.40%

9.10%

11.00%

11.75%

13.70%

12.00%

11.75%

11.75%

11.75%

20

200

712

5,212

2,444

5,000

3,909

70

10

10,000

196

3,909

728

600

9,500

2,500

2,000

13,500

15,000

2,500

6,500

15,000

-

-

-

-

-

-

-

-

-

20

-

-

5,212

-

-

3,909

70

10

-

-

3,909

-

-

-

-

2,000

-

-

-

-

-

10,000

6,700

2,300

2,600

20,000

2,500

2,000

7,000

3,300

8-Feb-12

17-Sep-12

11-Sep-12

30-Sep-10

8-Aug-12

8-Aug-12

30-Sep-10

8-Feb-12

8-Feb-12

21-Jan-13

11-Sep-12

30-Sep-10

8-Aug-12

8-Aug-12

29-Jun-12

14-Mar-13

30-Sep-10

29-Jun-12

13-Jun-12

7-Jun-12

5-Jun-12

13-Jun-12

26-Sep-11

17-Nov-09

15-Jul-11

18-Mar-11

19-Mar-12

31-Mar-11

18-Mar-11

18-Mar-11

18-Mar-11

8-Feb-17

4-Nov-15

29-Oct-15

30-Sep-15

25-Sep-15

8-Aug-15

30-Mar-15

8-Feb-15

8-Feb-15

21-Jan-15

10-Oct-14

30-Sep-14

8-Sep-14

8-Sep-14

28-Jun-14

9-Mar-14

30-Sep-13

28-Jun-13

12-Jun-13

6-Jun-13

4-Jun-13

13-May-13

25-Mar-13

17-Nov-12

15-Aug-12

2-Jul-12

19-Jun-12

15-Jun-12

6-Jun-12

18-May-12

15-May-12

8-Aug-13

21-Apr-13

25-Jun-12


11.00%

12.00%

12.00%

-

-

-

5,435

2,300

5,000

13-Apr-11

31-Mar-11

31-Mar-11

15-May-12

27-Apr-12

23-Apr-12

The above debentures are privately placed with Mutual Funds (AMCs), Pension funds, Provident Funds, Banks, Individuals and Corporates and are unlisted / listed on BSE.

(*) During the year the Company bought back Non-Convertible Debentures of face value Rs. 400,000,000 on January 10, 2013.

(ii) Details of Publicly Placed Secured Redeemable Non-Convertible Debentures (NCDs) outstanding as on March 31,2013

which are secured by pari passu mortgage over the Company’s immovable property and first pari passu floating charge

over companies account receivables as applicable:

(Rs. In Lacs)

Coupon Rate (%) p.a.



Date of Allotment

Redemption Due On

12.25% (*)

12.62% (*)

12.25%

12.50%

12.25% (*)

12.50% (*)

12.10%

12.25%

12.50%

12.25%

12.25% (*)

12.00%

12.15%

12.25%

561.34

3,132.10

1,375.15

4,409.18

452.05

961.78

2,258.00

12,547.11

10,897.22

19,065.82

3,247.47

26,513.00

15,961.93

7,203.23

-

-

-

-

-

-

2,258.00

12,547.11

10,897.22

-

-

26,513.00

15,961.93

7,203.23

9-Oct-12

9-Oct-12

9-Oct-12

9-Oct-12

9-Oct-12

9-Oct-12

23-Sep-11

23-Sep-11

23-Sep-11

9-Oct-12

9-Oct-12

23-Sep-11

23-Sep-11

23-Sep-11

9-Oct-18

9-Aug-18

9-Oct-17

9-Oct-17

9-Oct-17

9-Oct-17

23-Sep-16

23-Sep-16

23-Sep-16

10-Oct-15

10-Oct-15

23-Sep-14

23-Sep-14

23-Sep-14

(*) – denotes Effective Yield (% per annum)

The above debentures are publicly placed with Mutual Funds (AMCs), Pension funds, Provident Funds, Banks, Individuals and Corporates and listed on BSE Limited / National Stock Exchange of India Limited:

Coupon Rate(%) p.a.



Date of Allotment

Redemption Due On


(iii) Details of Privately Placed Unsecured Redeemable Non-Convertible Debentures outstanding as on March 31, 2013:

(Rs. In Lacs)




Date of Allotment

Redemption Due On

12.05%

12.00%

12.20%

12.20%

12.75%

13.05%

12.75%

12.75%

13.00%

13.05%

12.75%

12.75%

12.50%

2,000

800

4,200

5,000

500

3,390

5,500

2,360

3,360

70

350

11,750

8,000

-

-

-

-

500

3,390

5,500

2,360

3,360

70

350

11,750

8,000

28-Mar-13

25-Feb-13

21-Jan-13

12-Oct-12

25-Oct-11

22-Dec-11

30-Jun-11

30-Aug-11

30-Nov-11

3-Feb-12

2-Aug-11

26-Jul-11

31-Mar-11

28-Mar-23

25-Feb-23

21-Jan-23

12-Oct-22

25-Jul-17

22-Jun-17

30-May-17

30-May-17

30-May-17

3-May-17

2-May-17

26-Apr-17

31-Aug-16

These Debentures are Subordinate in nature and qualify for inclusion in Tier II capital fund for the computation of Capital to Risk Assets Ratio (‘CRAR’). These Debentures are also listed on BSE.

(iv) Details of Privately Placed Secured Redeemable Compulsorily Convertible Debentures outstanding as on March 31,

2013 which are secured by pari passu mortgage over the Company’s immovable property and first Pari Passu charge

over company’s account receivables as applicable:

(Rs. In Lacs)




Date of Allotment

Redemption Due On

10.90% CCD (Compulsorily Convertible Debentures)

15,000 15,000 30-May-11 30-May-16

DEBENTURE REDEMPTION RESERVE

In view of the Public issue of Series-2 of Non-Convertible Debentures (NCDs) (‘Series-2’) aggregating Rs. 3,320,489,000 (Previous year Public issue of Series-1 of Non-Convertible Debentures(NCDs)(‘Series-1’) aggregating Rs. 7,538,049,000) made by the Company in October 2012 and in terms of the provisions of Section 117 C of the Companies Act, 1956 read with General Circular no.9/2002 dated April 18, 2002 as amended by General Circular No. 4/2013 dated February 11, 2013 issued by the Ministry of Corporate Affairs, the Company has transferred Rs. Nil (Previous year Rs. 827,969,333) out of the Profit After Tax after the transfer to Special Reserve to Debenture Redemption Reserve. Debenture Redemption Reserve (DRR) would be provided according to periodic requirement for redemption of Series-1 & Series-2. DRR would first be provided for redemption of Option-II of Series-1, due for redemption on September 23, 2014. After redemption of Option-II, remaining amount of DRR provided for Option-II of Series-1 would be considered for redemption of Series-1 (Option-I) and Series-2 (Series-1 to V (Cat-1 to V)).


11.00%

12.00%

12.00%

-

-

-

5,435

2,300

5,000

13-Apr-11

31-Mar-11

31-Mar-11

15-May-12

27-Apr-12

23-Apr-12

The above debentures are privately placed with Mutual Funds (AMCs), Pension funds, Provident Funds, Banks, Individuals and Corporates and are unlisted / listed on BSE.

(*) During the year the Company bought back Non-Convertible Debentures of face value Rs. 400,000,000 on January 10, 2013.

(ii) Details of Publicly Placed Secured Redeemable Non-Convertible Debentures (NCDs) outstanding as on March 31,2013

which are secured by pari passu mortgage over the Company’s immovable property and first pari passu floating charge

over companies account receivables as applicable:

(Rs. In Lacs)




Date of Allotment

Redemption Due On

12.25% (*)

12.62% (*)

12.25%

12.50%

12.25% (*)

12.50% (*)

12.10%

12.25%

12.50%

12.25%

12.25% (*)

12.00%

12.15%

12.25%

561.34

3,132.10

1,375.15

4,409.18

452.05

961.78

2,258.00

12,547.11

10,897.22

19,065.82

3,247.47

26,513.00

15,961.93

7,203.23

-

-

-

-

-

-

2,258.00

12,547.11

10,897.22

-

-

26,513.00

15,961.93

7,203.23

9-Oct-12

9-Oct-12

9-Oct-12

9-Oct-12

9-Oct-12

9-Oct-12

23-Sep-11

23-Sep-11

23-Sep-11

9-Oct-12

9-Oct-12

23-Sep-11

23-Sep-11

23-Sep-11

9-Oct-18

9-Aug-18

9-Oct-17

9-Oct-17

9-Oct-17

9-Oct-17

23-Sep-16

23-Sep-16

23-Sep-16

10-Oct-15

10-Oct-15

23-Sep-14

23-Sep-14

23-Sep-14

(*) – denotes Effective Yield (% per annum)

The above debentures are publicly placed with Mutual Funds (AMCs), Pension funds, Provident Funds, Banks, Individuals and Corporates and listed on BSE Limited / National Stock Exchange of India Limited:

Coupon Rate(%) p.a.



Date of Allotment

Redemption Due On


(iii) Details of Privately Placed Unsecured Redeemable Non-Convertible Debentures outstanding as on March 31, 2013:

(Rs. In Lacs)




Date of Allotment

Redemption Due On

12.05%

12.00%

12.20%

12.20%

12.75%

13.05%

12.75%

12.75%

13.00%

13.05%

12.75%

12.75%

12.50%

2,000

800

4,200

5,000

500

3,390

5,500

2,360

3,360

70

350

11,750

8,000

-

-

-

-

500

3,390

5,500

2,360

3,360

70

350

11,750

8,000

28-Mar-13

25-Feb-13

21-Jan-13

12-Oct-12

25-Oct-11

22-Dec-11

30-Jun-11

30-Aug-11

30-Nov-11

3-Feb-12

2-Aug-11

26-Jul-11

31-Mar-11

28-Mar-23

25-Feb-23

21-Jan-23

12-Oct-22

25-Jul-17

22-Jun-17

30-May-17

30-May-17

30-May-17

3-May-17

2-May-17

26-Apr-17

31-Aug-16

These Debentures are Subordinate in nature and qualify for inclusion in Tier II capital fund for the computation of Capital to Risk Assets Ratio (‘CRAR’). These Debentures are also listed on BSE.

(iv) Details of Privately Placed Secured Redeemable Compulsorily Convertible Debentures outstanding as on March 31,

2013 which are secured by pari passu mortgage over the Company’s immovable property and first Pari Passu charge

over company’s account receivables as applicable:

(Rs. In Lacs)




Date of Allotment

Redemption Due On

10.90% CCD (Compulsorily Convertible Debentures)

15,000 15,000 30-May-11 30-May-16

DEBENTURE REDEMPTION RESERVE

In view of the Public issue of Series-2 of Non-Convertible Debentures (NCDs) (‘Series-2’) aggregating Rs. 3,320,489,000 (Previous year Public issue of Series-1 of Non-Convertible Debentures(NCDs)(‘Series-1’) aggregating Rs. 7,538,049,000) made by the Company in October 2012 and in terms of the provisions of Section 117 C of the Companies Act, 1956 read with General Circular no.9/2002 dated April 18, 2002 as amended by General Circular No. 4/2013 dated February 11, 2013 issued by the Ministry of Corporate Affairs, the Company has transferred Rs. Nil (Previous year Rs. 827,969,333) out of the Profit After Tax after the transfer to Special Reserve to Debenture Redemption Reserve. Debenture Redemption Reserve (DRR) would be provided according to periodic requirement for redemption of Series-1 & Series-2. DRR would first be provided for redemption of Option-II of Series-1, due for redemption on September 23, 2014. After redemption of Option-II, remaining amount of DRR provided for Option-II of Series-1 would be considered for redemption of Series-1 (Option-I) and Series-2 (Series-1 to V (Cat-1 to V)).


In respect of privately placed Non-Convertible Debentures, no Debenture Redemption Reserve (DRR) is required in terms of the clarification issued by Ministry of Law Justice and Company Affairs by Circular No. 6/3/2001-CL.V dated April 18, 2002 as the Company is registered as NBFC with Reserve Bank of India under Section 45-IA of the RBI (Amendment) Act, 1997.

RELIGARE FINVEST LIMITED (RFL) EMPLOYEES STOCK OPTION SCHEME 2010

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

To attract, retain, motivate and incentivize the employees at all levels, your Board and Shareholders had approved the RFL Employee Stock Option Scheme - 2010 (“Scheme”) to issue stock options up to 7.5% of the expanded share capital of the Company.

During the year under review, no fresh options were granted. Further, the number of stock options outstanding (net of cancellations) as on March 31, 2013 were 11,804,450.

DIRECTORS

During the period under review, the Board of the Company underwent the following changes:

Mr. Raghuram Raju, Director of the Company resigned from the Board of the Company with effect from November 1, 2012. The Board of Directors placed on record their appreciation for the valuable services and guidance provided by him during his tenure as Director of the Company.

Further, the Board of Directors appointed Ms. Kanchan Jain as an Additional Director and Whole Time Director of the Company, liable to retire by rotation with effect from March 25, 2013. The said appointment was further approved by the shareholders in their meeting held on May 10, 2013.

In accordance with the provisions of the Companies Act, 1956 and Articles of Association of the Company, Mr. Shachindra Nath and Mr. Basab Mitra are liable to retire by rotation at the ensuing Annual General Meeting of your Company and being eligible have offered themselves for their re-appointment. Your Board recommends their re-appointments.

COMMITTEES OF THE BOARD

During the financial year 2012-2013, the Company had the following Board level Committees:

Audit Committee - The composition of the Audit Committee of the Board as at March 31, 2013 is given below:

Mr. Anil Saxena

Mr. Sunil Kumar Garg

Mr. Padam Bahl

Member

Member

Member

Loan / Investment and Borrowing Committee - The composition of the Loan / Investment and Borrowing Committee of the Board as at March 31, 2013 is given below:

Mr. Shachindra Nath

Mr. Anil Saxena

Mr. Kavi Arora


Member

Member

Member

Member

Mr. Shachindra Nath

Mr. Anil Saxena

Mr. Kavi Arora


Member

Member

Member

Member

Risk Management Committee - The composition of the Risk Management Committee of the Board as at March 31, 2013 is given below:

Mr. Shachindra Nath

Mr. Anil Saxena

Mr. Kavi Arora


Member

Member

Member

Member

Nomination / Compensation Committee - The composition of the Nomination / Compensation Committee of the Board as at March 31, 2013 is given below:

Mr. Shachindra Nath

Mr. Anil Saxena

Mr. Padam Bahl

Member

Member

Member

Share Allotment Committee - The composition of the Share Allotment Committee of the Board as at March 31, 2013 is given below:

Mr. Anil Saxena

Mr. Kavi Arora


Member

Member

Member

Debenture Committee - The composition of the Share Allotment Committee of the Board as at March 31, 2013 is given below:

Mr. Anil Saxena

Mr. Kavi Arora


Member

Member

Member

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

AWARDS AND CERTIFICATIONS

Your Company was awarded with ‘Finnoviti 2012’ in October 2012 for the process innovation for the Company’s unique pro-customer credit assessment method.

Asset – Liability Committee – The composition of the Asset – Liability Committee of the Board as at March 31, 2013 is given below:


In respect of privately placed Non-Convertible Debentures, no Debenture Redemption Reserve (DRR) is required in terms of the clarification issued by Ministry of Law Justice and Company Affairs by Circular No. 6/3/2001-CL.V dated April 18, 2002 as the Company is registered as NBFC with Reserve Bank of India under Section 45-IA of the RBI (Amendment) Act, 1997.

RELIGARE FINVEST LIMITED (RFL) EMPLOYEES STOCK OPTION SCHEME 2010

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

To attract, retain, motivate and incentivize the employees at all levels, your Board and Shareholders had approved the RFL Employee Stock Option Scheme - 2010 (“Scheme”) to issue stock options up to 7.5% of the expanded share capital of the Company.

During the year under review, no fresh options were granted. Further, the number of stock options outstanding (net of cancellations) as on March 31, 2013 were 11,804,450.

DIRECTORS

During the period under review, the Board of the Company underwent the following changes:

Mr. Raghuram Raju, Director of the Company resigned from the Board of the Company with effect from November 1, 2012. The Board of Directors placed on record their appreciation for the valuable services and guidance provided by him during his tenure as Director of the Company.

Further, the Board of Directors appointed Ms. Kanchan Jain as an Additional Director and Whole Time Director of the Company, liable to retire by rotation with effect from March 25, 2013. The said appointment was further approved by the shareholders in their meeting held on May 10, 2013.

In accordance with the provisions of the Companies Act, 1956 and Articles of Association of the Company, Mr. Shachindra Nath and Mr. Basab Mitra are liable to retire by rotation at the ensuing Annual General Meeting of your Company and being eligible have offered themselves for their re-appointment. Your Board recommends their re-appointments.

COMMITTEES OF THE BOARD

During the financial year 2012-2013, the Company had the following Board level Committees:

Audit Committee - The composition of the Audit Committee of the Board as at March 31, 2013 is given below:

Mr. Anil Saxena


Mr. Padam Bahl

Member

Member

Member

Loan / Investment and Borrowing Committee - The composition of the Loan / Investment and Borrowing Committee of the Board as at March 31, 2013 is given below:

Mr. Shachindra Nath

Mr. Anil Saxena

Mr. Kavi Arora


Member

Member

Member

Member

Mr. Shachindra Nath

Mr. Anil Saxena

Mr. Kavi Arora


Member

Member

Member

Member

Risk Management Committee - The composition of the Risk Management Committee of the Board as at March 31, 2013 is given below:

Mr. Shachindra Nath

Mr. Anil Saxena

Mr. Kavi Arora


Member

Member

Member

Member

Nomination / Compensation Committee - The composition of the Nomination / Compensation Committee of the Board as at March 31, 2013 is given below:

Mr. Shachindra Nath

Mr. Anil Saxena

Mr. Padam Bahl

Member

Member

Member

Share Allotment Committee - The composition of the Share Allotment Committee of the Board as at March 31, 2013 is given below:

Mr. Anil Saxena

Mr. Kavi Arora


Member

Member

Member

Debenture Committee - The composition of the Share Allotment Committee of the Board as at March 31, 2013 is given below:

Mr. Anil Saxena

Mr. Kavi Arora


Member

Member

Member

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

AWARDS AND CERTIFICATIONS

Your Company was awarded with ‘Finnoviti 2012’ in October 2012 for the process innovation for the Company’s unique pro-customer credit assessment method.

Asset – Liability Committee – The composition of the Asset – Liability Committee of the Board as at March 31, 2013 is given below:


CONFIRMATION ON NIL FRAUD, MISFEASANCE OR ANY IRREGULARITY IN THE COMPANY

There were no instances of fraud, misfeasance or irregularity reported in the Company during the financial year 2012-13.

AUDITOR’S

M/s. Price Waterhouse, Chartered Accountants, the Statutory Auditors retire at the forthcoming Annual General Meeting and are eligible for re-appointment. The Company has received a certificate from the retiring auditors to the effect that the appointment, if made, will be in accordance with the limits specified in Section 224(1B) of the Companies Act, 1956. The Board recommends their re-appointment.

AUDITOR’S REPORT

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.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956, with respect to the Directors’ Responsibility Statement, it is hereby confirmed that:

(i) In the preparation of annual accounts for the financial year ended March 31, 2013, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2013, and of the profit of the Company for the said period;

(iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) The Directors have prepared the annual financial statements for the financial year ended March 31, 2013 on a going concern basis.

INTERNAL CONTROL SYSTEM

The Company is following an effective internal control system commensurate with its size and operations.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

The Company is not engaged in manufacturing activities and, therefore, the particulars as required under Section 217 (1) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rule,1988 regarding Conservation of Energy, Research and Development and Technology Absorption are not applicable.

FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company has not earned any foreign exchange during the year under review. Further the amount of foreign exchange outgo is given below:

Earnings : NilOutgo : Rs. 352,885,688

The Company has continued to maintain focus and avail of export opportunities based on economic considerations.

PARTICULARS OF EMPLOYEES

The information as required in accordance with Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, is appended herewith and forms an integral part of this Report.

ACKNOWLEDGEMENTS

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

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

By order of the Board of Directors

For Religare Finvest Limited

Place : New Delhi

Date : May 21, 2013

Sd/-

Kavi Arora


Sd/-

Anil Saxena

Director


CONFIRMATION ON NIL FRAUD, MISFEASANCE OR ANY IRREGULARITY IN THE COMPANY

There were no instances of fraud, misfeasance or irregularity reported in the Company during the financial year 2012-13.

AUDITOR’S

M/s. Price Waterhouse, Chartered Accountants, the Statutory Auditors retire at the forthcoming Annual General Meeting and are eligible for re-appointment. The Company has received a certificate from the retiring auditors to the effect that the appointment, if made, will be in accordance with the limits specified in Section 224(1B) of the Companies Act, 1956. The Board recommends their re-appointment.

AUDITOR’S REPORT

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.


Pursuant to Section 217 (2AA) of the Companies Act, 1956, with respect to the Directors’ Responsibility Statement, it is hereby confirmed that:

(i) In the preparation of annual accounts for the financial year ended March 31, 2013, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2013, and of the profit of the Company for the said period;

(iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) The Directors have prepared the annual financial statements for the financial year ended March 31, 2013 on a going concern basis.


The Company is following an effective internal control system commensurate with its size and operations.


The Company is not engaged in manufacturing activities and, therefore, the particulars as required under Section 217 (1) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rule,1988 regarding Conservation of Energy, Research and Development and Technology Absorption are not applicable.


The Company has not earned any foreign exchange during the year under review. Further the amount of foreign exchange outgo is given below:

Earnings : NilOutgo : Rs. 352,885,688



The information as required in accordance with Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, is appended herewith and forms an integral part of this Report.

ACKNOWLEDGEMENTS

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

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

By order of the Board of Directors

For Religare Finvest Limited

Place : New Delhi

Date : May 21, 2013

Sd/-

Kavi Arora


Sd/-

Anil Saxena

Director


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cem

ber 3

1, 2

012

2

Cher

yl Ad

visor

y Pr

ivate

Lim

ited

w.e.

f. De

cem

ber 3

1, 2

012

3

Empo

wer

Exp

ertis

e Pr

ivate

Lim

ited

w.e.

f. De

cem

ber 3

1, 2

012

4

For

an

d o

n b

eh

alf o

f th

e B

oard

of

Directo

rs

Sd

/-

Kavi

Aro

ra

Man

agin

g D

irect

or &

CE

O(D

IN-0

1429

165)

Sd

/-

An

il S

axen

a

Dire

ctor

(DIN

-015

5542

5)P

lace :

N

ew

Delh

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Date

:

May

20

, 2

01

3

Details required as per Clause 28A of Simplified Listing Agreement for Debt Securities for financial year ended March 31,

2013

1 Details for Religare Finvest Limited (Parent)

1 Religare Housing Development Finance Corporation Limited

- 3,715.62

Sr. No.

Particulars Balance As at March 31 2013

Maximum Balance During the

current Year

Governing Section

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

(A) Loans and Advance to Subsidiary

(Rs. In Lacs)

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

ANR Securities Limited

Aegon Religare Life Insurance

Company Limited

Dion Global Solutions Limited

Escort Heart Centre Limited

Ligare Voyages Limited

Oscar Investments Limited

REL Infrafacilities Limited

Religare Advisory Services Limited

Religare Arts Initiative Limited

Religare Aviation Limited

Religare Aviation Training Academy

Limited

Religare Bullion Limited

Religare Capital Markets Limited

Religare Corporate Services Limited

Religare Financial Consultancy

Services Limited

Religare Investment Advisors Limited

Religare Securities Limited

Religare Technologies Limited

Religare Venture Capital Limited

Religare Wellness Limited

RHC Holding Private Limited

Vistaar Religare Capital Advisors

Limited

6,605.12

-

2,085.85

-

10,625.56

-

-

-

-

7,582.84

104.48

922.90

-

-

-

-

-

11,356.06

-

629.51

-

83.10

17,127.90

225.03

2,134.31

17,500.00

10,874.10

20,030.11

5,525.00

420.73

2,952.80

13,855.82

106.74

7,854.91

25,000.00

150.00

654.29

68.44

5,002.05

22,622.39

2,275.03

762.52

32,269.83

85.43

Associate (AS-18)

370 (1B)

Associate (AS-18)

Associate (AS-18)

Associate (AS-18)

Associate (AS-18)

370 (1B)

Associate (AS-18)

370 (1B)

Associate (AS-18)

Associate (AS-18)

Associate (AS-18)

370 (1B)

Associate (AS-18)

Associate (AS-18)

Associate (AS-18)

370 (1B)

Associate (AS-18)

Associate (AS-18)

Associate (AS-18)

Associate (AS-18)

370 (1B)

ANNEXURE I

Sr. No.

Particulars As at March 31 2013

Maximum Balance During the current

Year

(Rs. In Lacs)


RE

LIG

AR

E F

INV

ES

T L

IMIT

ED

STA

TEM

ENT

PU

RS

UA

NT

TO S

ECTI

ON

212

OF

THE

CO

MPA

NIE

S A

CT

1956

, REL

ATIN

G T

O S

UB

SID

IAR

Y C

OM

PAN

IES

Sha

res

of T

he S

ubsi

diar

y H

eld

By

The

Com

pany

Dire

ctly

or T

hrou

gh It

s S

ubsi

diar

y C

ompa

nies

on

Mar

ch 3

1, 2

013

For t

he F

inan

cial

yea

r of

the

subs

idia

ryFo

r the

pre

viou

s fin

anci

al

year

s si

nce

it be

cam

e a

subs

idia

ry

S. N

o.Na

me

of S

ubsid

iary

Co

mpa

nyFi

nanc

ial Y

ear

of th

e su

bsid

iary

en

ded

on

No.

of

Shar

es

Face

Val

ue

Prof

it/(L

osse

s)

so fa

r it

conc

erns

th

e m

embe

rs

of th

e ho

ldin

g Co

mpa

ny

and

deal

t w

ith in

th

e ac

coun

ts

of th

e ho

ldin

g Co

mpa

ny

Exte

nt o

f ho

ldin

g (%

)

Prof

it/(L

osse

s)

not d

ealt

with

in th

e ac

coun

ts

of th

e ho

ldin

g Co

mpa

ny

Prof

it/(L

osse

s)

so fa

r it

conc

erns

th

e m

embe

rs

of th

e ho

ldin

g Co

mpa

ny

and

not

deal

t with

in

the

acco

unts

of

the

hold

ing

Com

pany

Prof

it/(L

osse

s)

so fa

r it

conc

erns

th

e m

embe

rs

of th

e ho

ldin

g Co

mpa

ny

and

deal

t w

ith in

the

acco

unts

of

the

hold

ing

Com

pany

Prof

it/(L

osse

s)

not d

ealt

with

in th

e ac

coun

ts

of th

e ho

ldin

g Co

mpa

ny

Prof

it/(L

osse

s)

so fa

r it

conc

erns

th

e m

embe

rs

of th

e ho

ldin

g Co

mpa

ny

and

not

deal

t with

in

the

acco

unts

of

the

hold

ing

Com

pany

(Am

ount

in R

s.)

(Am

ount

in R

s.)

(Am

ount

in R

s.)

(Am

ount

in R

s.)

(Am

ount

in R

s.)

(Am

ount

in R

s.)

1Re

ligar

e Ho

usin

g De

velo

pmen

t Fin

ance

Co

rpor

atio

n Li

mite

d31

-Mar

-13

34,9

98,2

5010

87.5

0Ni

l13

6,30

1,19

111

9,26

3,54

2Ni

l11

3,52

9,30

099

,338

,138

2Bi

g Vi

sion

Cons

ulta

nts

Priva

te L

imite

d31

-Mar

-13

773,

000

1069

.77

Nil

(2,0

72,2

22)

(1,4

45,7

89)

Nil

Nil

Nil

3Ch

eryl

Advis

ory

Priva

te

Lim

ited

31-M

ar-1

3Ni

l

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Empo

wer

Exp

ertis

e Pr

ivate

Lim

ited

4

1,90

3,00

010 10

70.0

0

70.0

031

-Mar

-13

1,56

3,00

0

(4,4

16,3

57)

(4,0

61,7

00)

(3,0

91,4

50)

(2,8

43,1

90)

Sr.

No

Nam

e of

the

subs

idia

ryD

ate

whe

n it

beca

me

subs

idia

ry

Relig

are

Hous

ing

Deve

lopm

ent F

inan

ce C

orpo

ratio

n Li

mite

dw.

e.f.

Dece

mbe

r 03,

201

01

Big

Visio

n Co

nsul

tant

s Pr

ivate

Lim

ited

w.e.

f. De

cem

ber 3

1, 2

012

2

Cher

yl Ad

visor

y Pr

ivate

Lim

ited

w.e.

f. De

cem

ber 3

1, 2

012

3

Empo

wer

Exp

ertis

e Pr

ivate

Lim

ited

w.e.

f. De

cem

ber 3

1, 2

012

4

For

an

d o

n b

eh

alf o

f th

e B

oard

of

Directo

rs

Sd

/-

Kavi

Aro

ra

Man

agin

g D

irect

or &

CE

O(D

IN-0

1429

165)

Sd

/-

An

il S

axen

a

Dire

ctor

(DIN

-015

5542

5)P

lace :

N

ew

Delh

i

Date

:

May

20

, 2

01

3

Details required as per Clause 28A of Simplified Listing Agreement for Debt Securities for financial year ended March 31,

2013

1 Details for Religare Finvest Limited (Parent)

1 Religare Housing Development Finance Corporation Limited

- 3,715.62

Sr. No.



current Year

Governing Section

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

(A) Loans and Advance to Subsidiary

(Rs. In Lacs)

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22


Aegon Religare Life Insurance

Company Limited









Religare Aviation Training Academy

Limited




Religare Financial Consultancy

Services Limited







Vistaar Religare Capital Advisors

Limited

6,605.12

-

2,085.85

-

10,625.56

-

-

-

-

7,582.84

104.48

922.90

-

-

-

-

-

11,356.06

-

629.51

-

83.10

17,127.90

225.03

2,134.31

17,500.00

10,874.10

20,030.11

5,525.00

420.73

2,952.80

13,855.82

106.74

7,854.91

25,000.00

150.00

654.29

68.44

5,002.05

22,622.39

2,275.03

762.52

32,269.83

85.43

Associate (AS-18)

370 (1B)

Associate (AS-18)

Associate (AS-18)

Associate (AS-18)

Associate (AS-18)

370 (1B)

Associate (AS-18)

370 (1B)

Associate (AS-18)

Associate (AS-18)

Associate (AS-18)

370 (1B)

Associate (AS-18)

Associate (AS-18)

Associate (AS-18)

370 (1B)

Associate (AS-18)

Associate (AS-18)

Associate (AS-18)

Associate (AS-18)

370 (1B)

ANNEXURE I

Sr. No.


Maximum Balance During the current

Year

(Rs. In Lacs)


(C) Loans and advances in the nature of loans where there is –

(i) No repayment schedule or repayment beyond seven years; - Nil; or (ii) No interest or interest below section 372A of Companies Act by name and amount. Nil

Sr. No.



current Year

Governing Section

1 All the companies covered under section 299 are already covered under point (B), therefore are not disclosed seperately.

- - 299

(Rs. In Lacs)

2 Details for Religare Finvest Limited (Subsidiary)

Details of Transactions with Religare Enterprise Limited

Sr. No.


Maximum Balance

During the current Year

As at March 31 2012

1 Inter Corporate Loans taken - - - 6,955.00

(Rs. In Lacs)

Maximum Balance

During the previous Year

3 Investments by the loanee (borrower) in the shares of Parent Company (Religare Finvest Limited) and Subsidiary

Company (Religare Housing Development Finance Company Limited), when the company has made a loan or advance

in the nature of loan.

Not Applicable

(A) Shareholding Pattern of Religare Finvest Limited is provided below:

Name of Shareholder No. of Equity Shares held

as at March 31 2013

Religare Enterprise Limited & its Nominees More than 99.99%

% of Holding

as at March 31 2013

173,322,137

Avigo PE Investments Limited

NYLIM Jacob Ballas India Fund , III, LLC

30

20

Negligible

Negligible

(D) Loans and advances in the nature of loans to firms/companies in which directors are interested by name and amount.

( Director’s interest as per section 299 of Companies Act, 1956 & disclosures given by directors under form 24AA).

(B) Shareholding Pattern of Religare Housing Development Finance Corporation Limited


as at March 31 2013

Religare Finvest Limited & its nominees 87.50%

% of Holding

as at March 31 2013

34,998,250

Maharishi Housing Development Trust 4,963,160 12.41%

INDEPENDENT AUDITORS’ REPORT

Report on the Financial Statements

1. We have audited the accompanying financial statements of Religare Finvest Limited (the “Company”), which comprise the Balance Sheet as at March 31, 2013, and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information, which we have signed under reference to this report.

Management’s Responsibility for the Financial Statements

2. The Company’s Managment is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of ‘the Companies Act, 1956’ of India (the “Act”). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors’ Responsibility

3. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

4. An audit involves performing procedures to obtain audit evidence, about the amounts and disclosures in the financial statements. The procedures selected depend on the auditors’ judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditors consider internal control relevant to the Company’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by Management, as well as evaluating the overall presentation of the financial statements.

5. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

6. In our opinion, and to the best of our information and according to the explanations given to us, the accompanying financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

(a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2013;

(b) in the case of the Statement of Profit and Loss, of the profit for the year ended on that date; and

(c) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

7. As required by ‘the Companies (Auditor’s Report) Order, 2003’, as amended by ‘the Companies (Auditor’s Report) (Amendment) Order, 2004’, issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act (hereinafter referred to as the “Order”), and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

To the Members of Religare Finvest Limited


(C) Loans and advances in the nature of loans where there is –

(i) No repayment schedule or repayment beyond seven years; - Nil; or (ii) No interest or interest below section 372A of Companies Act by name and amount. Nil

Sr. No.



current Year

Governing Section

1 All the companies covered under section 299 are already covered under point (B), therefore are not disclosed seperately.

- - 299

(Rs. In Lacs)

2 Details for Religare Finvest Limited (Subsidiary)

Details of Transactions with Religare Enterprise Limited

Sr. No.


Maximum Balance

During the current Year

As at March 31 2012

1 Inter Corporate Loans taken - - - 6,955.00

(Rs. In Lacs)

Maximum Balance

During the previous Year

3 Investments by the loanee (borrower) in the shares of Parent Company (Religare Finvest Limited) and Subsidiary

Company (Religare Housing Development Finance Company Limited), when the company has made a loan or advance

in the nature of loan.

Not Applicable

(A) Shareholding Pattern of Religare Finvest Limited is provided below:


as at March 31 2013

Religare Enterprise Limited & its Nominees More than 99.99%

% of Holding

as at March 31 2013

173,322,137

Avigo PE Investments Limited

NYLIM Jacob Ballas India Fund , III, LLC

30

20

Negligible

Negligible

(D) Loans and advances in the nature of loans to firms/companies in which directors are interested by name and amount.

( Director’s interest as per section 299 of Companies Act, 1956 & disclosures given by directors under form 24AA).

(B) Shareholding Pattern of Religare Housing Development Finance Corporation Limited


as at March 31 2013

Religare Finvest Limited & its nominees 87.50%

% of Holding

as at March 31 2013

34,998,250

Maharishi Housing Development Trust 4,963,160 12.41%



1. We have audited the accompanying financial statements of Religare Finvest Limited (the “Company”), which comprise the Balance Sheet as at March 31, 2013, and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information, which we have signed under reference to this report.







Opinion







To the Members of Religare Finvest Limited


8. As required by section 227(3) of the Act, we report that:

(a) We have obtained all the information and explanations which, to the best of our knowledge and belief, were necessary for the purpose of our audit;

(b) In our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books;

(c) The Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement dealt with by this Report are in agreement with the books of account;

(d) In our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement dealt with by this report comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Act;

(e) On the basis of written representations received from the directors as on March 31, 2013, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2013, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Act.

For Price Waterhouse

Firm Registration Number: 301112EChartered Accountants

Sd/-

Partha Ghosh

Partner

Membership Number 55913

Place : New Delhi

Date : May 21, 2013

ANNEXURE TO AUDITORS’ REPORT

Referred to in paragraph [7] of the Auditors’ Report of even date to the Members of Religare Finvest Limited on the financial

statements as of and for the year ended March 31, 2013

i. (a) The Company is maintaining proper records showing full particulars, including quantitative details and situation, of fixed assets.

(b) The fixed assets are physically verified by the Management according to a phased programme designed to cover all the items over a period of three years which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the programme, the fixed assets have been physically verified by the Management during the preceding year and no material discrepancies have been noticed on such verification. Accordingly, no physical verification has been carried out in the current year.

(c) In our opinion, and according to the information and explanations given to us, a substantial part of fixed assets has not been disposed off by the Company during the year.

ii. (a) The Company’s Stock in trade comprises of stock of Commodities and Securities held by the Company in physical and dematerialized form. The Stock of Commodities and Securities held in physical form with third parties for which confirmations have been obtained from the clearing agents for commodities in warehouses/ third parties respectively as at the year end. The Stock of Commodities and Securities held by the Company in dematerialized form has been verified by the management with the demat statement received from the depository at the year end. In our opinion, the frequency of verification is reasonable.

b) In our opinion, the procedures of physical verification of inventory followed by the Management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) On the basis of our examination of the inventory records, in our opinion, the Company is maintaining proper records of inventory. The discrepancies noticed on physical verification of inventory as compared to book records were not material.

iii. The Company has not granted/taken any loans, secured or unsecured, to/from companies, firms or other parties covered in the register maintained under Section 301 of the Act. Therefore, the provisions of Clause 4(iii)[(b),(c) and (d) /(f) and (g)] of the said Order are not applicable to the Company.

iv. In our opinion, and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services. Further, on the basis of our examination of the books and records of the Company, and according to the information and explanations given to us, we have neither come across, nor have been informed of, any continuing failure to correct major weaknesses in the aforesaid internal control system.

v. (a) According to the information and explanations given to us, we are of the opinion that the particulars of all contracts or arrangements that need to be entered into the register maintained under section 301 of the Companies Act, 1956 have been so entered.

(b) In our opinion, and according to the information and explanations given to us, the transaction made in pursuance of such contract or arrangement and exceeding the value of Rupees Five Lakhs in respect of a party during the year has been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

vi. The Company has not accepted any deposits from the public within the meaning of Sections 58A and 58AA of the Act and the rules framed there under.

vii. In our opinion, the Company has an internal audit system commensurate with its size and the nature of its business.

viii. The Central Government of India has not prescribed the maintenance of cost records under clause (d) of sub-section (1) of Section 209 of the Act for any of the products of the Company.

ix. (a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the Company is generally regular in depositing undisputed statutory dues in respect of income tax, service tax, and other material statutory dues, though there has been a slight delay in a few cases, and is regular in depositing undisputed statutory dues, including provident fund, investor education and protection fund, employees’ state insurance, wealth tax, customs duty, excise duty and other material statutory dues, as applicable, with the appropriate authorities.










Sd/-

Partha Ghosh

Partner


Place : New Delhi

Date : May 21, 2013


Referred to in paragraph [7] of the Auditors’ Report of even date to the Members of Religare Finvest Limited on the financial

statements as of and for the year ended March 31, 2013


(b) The fixed assets are physically verified by the Management according to a phased programme designed to cover all the items over a period of three years which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the programme, the fixed assets have been physically verified by the Management during the preceding year and no material discrepancies have been noticed on such verification. Accordingly, no physical verification has been carried out in the current year.


ii. (a) The Company’s Stock in trade comprises of stock of Commodities and Securities held by the Company in physical and dematerialized form. The Stock of Commodities and Securities held in physical form with third parties for which confirmations have been obtained from the clearing agents for commodities in warehouses/ third parties respectively as at the year end. The Stock of Commodities and Securities held by the Company in dematerialized form has been verified by the management with the demat statement received from the depository at the year end. In our opinion, the frequency of verification is reasonable.

b) In our opinion, the procedures of physical verification of inventory followed by the Management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) On the basis of our examination of the inventory records, in our opinion, the Company is maintaining proper records of inventory. The discrepancies noticed on physical verification of inventory as compared to book records were not material.


iv. In our opinion, and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services. Further, on the basis of our examination of the books and records of the Company, and according to the information and explanations given to us, we have neither come across, nor have been informed of, any continuing failure to correct major weaknesses in the aforesaid internal control system.

v. (a) According to the information and explanations given to us, we are of the opinion that the particulars of all contracts or arrangements that need to be entered into the register maintained under section 301 of the Companies Act, 1956 have been so entered.

(b) In our opinion, and according to the information and explanations given to us, the transaction made in pursuance of such contract or arrangement and exceeding the value of Rupees Five Lakhs in respect of a party during the year has been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

vi. The Company has not accepted any deposits from the public within the meaning of Sections 58A and 58AA of the Act and the rules framed there under.



ix. (a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the Company is generally regular in depositing undisputed statutory dues in respect of income tax, service tax, and other material statutory dues, though there has been a slight delay in a few cases, and is regular in depositing undisputed statutory dues, including provident fund, investor education and protection fund, employees’ state insurance, wealth tax, customs duty, excise duty and other material statutory dues, as applicable, with the appropriate authorities.


x. The Company has no accumulated losses as at the end of the financial year and it has not incurred any cash losses in the financial year ended on that date or in the immediately preceding financial year.

xi. According to the records of the Company examined by us and the information and explanations given to us, the Company has not defaulted in repayment of dues to any financial institution or bank or debenture holders as at the balance sheet date.

xii. In our opinion, the Company has maintained adequate documents and records in the cases where it has granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

xiii. As the provisions of any special statute applicable to chit fund/ nidhi/ mutual benefit fund/ societies are not applicable to the Company, the provisions of Clause 4(xiii) of the Order are not applicable to the Company.

xiv. In our opinion, the Company has maintained proper records of transactions and contracts relating to dealing or trading in shares, securities, debentures and other investments during the year and timely entries have been made therein. Further, such securities have been held by the Company in its own name or are in the process of transfer in its name, except to the extent of the exemption granted under Section 49 of the Act.

xv. In our opinion, and according to the information and explanations given to us, the terms and conditions of the guarantees given by the Company for loans taken by others from banks or financial institutions during the year, are not prejudicial to the interest of the Company.

*amount adjusted with tax refund due to the Company

(b) According to the information and explanations given to us and the records of the Company examined by us, there are no dues of wealth tax, service-tax which have not been deposited on account of any dispute. The particulars of dues of income tax, VAT as at March 31, 2013 which have not been deposited on account of a dispute, are as follows:

xvi. In our opinion, and according to the information and explanations given to us, the term loans have been applied for the purposes for which they were obtained.

xvii. According to the information and explanations given to us and on an overall examination of the balance sheet of the company, we report that no funds raised on short-term basis have been used for long-term investment.

xviii. The Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Act during the year. Accordingly, the provisions of Clause 4(xviii) of the Order are not applicable to the Company.

xix. The Company has created security/ charge in respect of debentures issued and outstanding at the year-end.

xx. We have verified the end use of moneys raised by public issue of Non Convertible Bonds and the same has been disclosed in the note 5.1 (1) (ii) of the financial statements.

xxi. During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of material fraud on or by the Company, noticed or reported during the year, nor have we been informed of any such case by the Management.



Sd/-

Partha Ghosh

Partner


Place : New Delhi

Date : May 21, 2013



xi. According to the records of the Company examined by us and the information and explanations given to us, the Company has not defaulted in repayment of dues to any financial institution or bank or debenture holders as at the balance sheet date.

xii. In our opinion, the Company has maintained adequate documents and records in the cases where it has granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.


xiv. In our opinion, the Company has maintained proper records of transactions and contracts relating to dealing or trading in shares, securities, debentures and other investments during the year and timely entries have been made therein. Further, such securities have been held by the Company in its own name or are in the process of transfer in its name, except to the extent of the exemption granted under Section 49 of the Act.

xv. In our opinion, and according to the information and explanations given to us, the terms and conditions of the guarantees given by the Company for loans taken by others from banks or financial institutions during the year, are not prejudicial to the interest of the Company.

*amount adjusted with tax refund due to the Company

(b) According to the information and explanations given to us and the records of the Company examined by us, there are no dues of wealth tax, service-tax which have not been deposited on account of any dispute. The particulars of dues of income tax, VAT as at March 31, 2013 which have not been deposited on account of a dispute, are as follows:


xvii. According to the information and explanations given to us and on an overall examination of the balance sheet of the company, we report that no funds raised on short-term basis have been used for long-term investment.


xix. The Company has created security/ charge in respect of debentures issued and outstanding at the year-end.

xx. We have verified the end use of moneys raised by public issue of Non Convertible Bonds and the same has been disclosed in the note 5.1 (1) (ii) of the financial statements.




Sd/-

Partha Ghosh

Partner


Place : New Delhi

Date : May 21, 2013


Overview and Significant Accounting Policies 1 & 2

The notes are an integral part of these Financial Statements

This is the Balance Sheet referred to in our report of even date For and on behalf of the Board of Directors

Note No. As at

March 31, 2013

As at

March 31, 2012

(Amount in Rs.) (Amount in Rs.)

EQUITY AND LIABILITIES

Shareholders' Funds

Share Capital 3 2,287,387,870 2,312,387,870

Reserves and Surplus 4 19,357,623,499 18,493,258,309

Non - Current Liabilities

Long - Term Borrowings 5 60,210,879,993 53,610,471,257

Other Long Term Liabilities 6 26,490,757 19,060,561

Long - Term Provisions 7 1,007,821,328 634,830,606

Current Liabilities

Short - Term Borrowings 8 26,592,794,432 50,592,785,226

Trade Payables 9 64,135,839 463,267,443

Other Current Liabilities 10 30,248,920,276 23,669,625,564

Short - Term Provisions 11 1,538,606,187 1,757,770,884

TOTAL 141,334,660,181 151,553,457,720

ASSETS

Non - Current Assets

Fixed Assets

Tangible Assets 12 446,038,908 502,420,290

Intangible Assets 13 32,589,509 38,470,245

Capital Work - in - Progress 14 9,681,795 188,469,911

Non - Current Investments 15 2,687,520,089 3,177,718,894

Deferred Tax Asset (net) 16 440,198,530 265,994,089

Long - Term Loans and Advances 17 54,952,645,923 69,803,299,325

Other Non - Current Assets 18 2,640,526,559 1,612,265,210

Current Assets

Current Investments 19 1,000,000,000 109,707,000

Inventories 20 4,653,627,069 2,856,325,080

Trade Receivables 21 955,112,354 431,124,806

Cash and Bank Balances 22 12,342,979,755 14,631,077,010

Short - Term Loans and Advances 23 59,781,097,525 57,558,926,860

Other Current Assets 24 1,392,642,165 377,659,000

TOTAL 141,334,660,181 151,553,457,720

Particulars

BALANCE SHEET AS AT MARCH 31, 2013

Sd/- PARTHA GHOSHPartnerMembership Number: 55913

Place : New Delhi

Date : May 21, 2013


Firm Registration Number: 301112E

Chartered Accountants

Sd/-

KAVI ARORA


(DIN-01429165)

Sd/-

ANIL SAXENA

Director

(DIN-01555425)

Sd/-

PUNIT ARORA

Company Secretary

Place : New Delhi

Date : May 20, 2013


For and on behalf of the Board of DirectorsThis is the Statement of Profit and Loss referred to in our

report of even date

Note No. Year Ended

March 31, 2013

Year Ended

March 31, 2012


Revenue

Revenue from Operations 25 21,932,073,079 18,250,997,256

Other Income 26 684,755,494 336,158,203

Total Revenue 22,616,828,573 18,587,155,459

Expenses

Employee Benefits Expense 27 972,163,588 1,084,802,091

Finance Cost 28 15,520,852,696 12,688,635,451

Depreciation and Amortization Expense 29 71,763,618 100,329,609

Other Expenses 30 3,270,310,709 2,760,199,144

Total Expenses 19,835,090,611 16,633,966,295

Profit Before Tax 2,781,737,962 1,953,189,164

Current Tax 1,107,553,899 745,293,170

Deferred Tax (174,204,444) (184,474,316)

Taxes for earlier Years (5,666,352) 14,143,873

1,854,054,859 1,378,226,437

Earnings Per Equity Share 31

Basic (Face value of Rs. 10/- each fully paid up) 10.03 7.75

Diluted (Face value of Rs. 10/- each fully paid up) 8.65 7.75


Particulars

Tax Expenses

Profit for the Year

STATEMENT OF PROFIT AND LOSSFOR THE YEAR ENDED MARCH 31, 2013


Place : New Delhi

Date : May 21, 2013




Sd/-

KAVI ARORA


(DIN-01429165)

Sd/-

ANIL SAXENA

Director

(DIN-01555425)

Sd/-

PUNIT ARORA

Company Secretary

Place : New Delhi

Date : May 20, 2013




This is the Balance Sheet referred to in our report of even date For and on behalf of the Board of Directors

Note No. As at

March 31, 2013

As at

March 31, 2012



Shareholders' Funds

Share Capital 3 2,287,387,870 2,312,387,870

Reserves and Surplus 4 19,357,623,499 18,493,258,309


Long - Term Borrowings 5 60,210,879,993 53,610,471,257

Other Long Term Liabilities 6 26,490,757 19,060,561

Long - Term Provisions 7 1,007,821,328 634,830,606

Current Liabilities

Short - Term Borrowings 8 26,592,794,432 50,592,785,226

Trade Payables 9 64,135,839 463,267,443

Other Current Liabilities 10 30,248,920,276 23,669,625,564

Short - Term Provisions 11 1,538,606,187 1,757,770,884

TOTAL 141,334,660,181 151,553,457,720

ASSETS


Fixed Assets

Tangible Assets 12 446,038,908 502,420,290

Intangible Assets 13 32,589,509 38,470,245

Capital Work - in - Progress 14 9,681,795 188,469,911

Non - Current Investments 15 2,687,520,089 3,177,718,894

Deferred Tax Asset (net) 16 440,198,530 265,994,089

Long - Term Loans and Advances 17 54,952,645,923 69,803,299,325

Other Non - Current Assets 18 2,640,526,559 1,612,265,210

Current Assets

Current Investments 19 1,000,000,000 109,707,000

Inventories 20 4,653,627,069 2,856,325,080

Trade Receivables 21 955,112,354 431,124,806

Cash and Bank Balances 22 12,342,979,755 14,631,077,010

Short - Term Loans and Advances 23 59,781,097,525 57,558,926,860

Other Current Assets 24 1,392,642,165 377,659,000

TOTAL 141,334,660,181 151,553,457,720

Particulars



Place : New Delhi

Date : May 21, 2013




Sd/-

KAVI ARORA


(DIN-01429165)

Sd/-

ANIL SAXENA

Director

(DIN-01555425)

Sd/-

PUNIT ARORA

Company Secretary

Place : New Delhi

Date : May 20, 2013


For and on behalf of the Board of DirectorsThis is the Statement of Profit and Loss referred to in our

report of even date

Note No. Year Ended

March 31, 2013

Year Ended

March 31, 2012


Revenue

Revenue from Operations 25 21,932,073,079 18,250,997,256

Other Income 26 684,755,494 336,158,203

Total Revenue 22,616,828,573 18,587,155,459

Expenses

Employee Benefits Expense 27 972,163,588 1,084,802,091

Finance Cost 28 15,520,852,696 12,688,635,451

Depreciation and Amortization Expense 29 71,763,618 100,329,609

Other Expenses 30 3,270,310,709 2,760,199,144

Total Expenses 19,835,090,611 16,633,966,295


Current Tax 1,107,553,899 745,293,170

Deferred Tax (174,204,444) (184,474,316)

Taxes for earlier Years (5,666,352) 14,143,873

1,854,054,859 1,378,226,437

Earnings Per Equity Share 31

Basic (Face value of Rs. 10/- each fully paid up) 10.03 7.75

Diluted (Face value of Rs. 10/- each fully paid up) 8.65 7.75


Particulars

Tax Expenses

Profit for the Year



Place : New Delhi

Date : May 21, 2013




Sd/-

KAVI ARORA


(DIN-01429165)

Sd/-

ANIL SAXENA

Director

(DIN-01555425)

Sd/-

PUNIT ARORA

Company Secretary

Place : New Delhi

Date : May 20, 2013


Year Ended

March 31, 2013

Year Ended

March 31, 2012


A. Cash flow from Operating Activities:


Adjustments for:

Depreciation and Amortization Expense 71,763,618 100,329,609

Interest Expense 12,233,055,391 8,385,442,502

Interest Income* (200,649,249) (155,373,603)

Income from Long Term Investments - Dividend (7,390,435) (6,333,957)

Income from Interest on Long term Investments (178,592,157) (2,952,375)

(Profit) / Loss on sale / redemption of Investments (net) (104,726,697) (56,903,902)

Income from Investment in PMS Scheme & Pass through certificates (31,101,953) (32,810,134)

Provision/(Reversals) against Assets acquired in Satisfaction of Debts 58,685,841 (5,460,000)

Profit on Sale of Flats under Construction- Held for Sale (27,526,250) -

Loss on Sale of assets acquired in satisfaction of debts 48,600,000 -

Provision for Diminution in the value of Investments 66,274,191 35,095,374

Discount on issue of Commercial Papers 2,960,356,663 4,067,267,004

(Profit) / Loss on Fixed Assets sold (net) 6,299,863 18,748,802

Loans Written off 893,064,775 216,750,189

Provision for Non Performing Assets and Standard Assets 558,980,083 515,171,304

Provision / (Reversal) of Contingent Provision on Standard Assets (30,765,528) 87,713,672

Provision for Gratuity and Leave Encashment 5,522,831 2,491,287

Tax Deducted at Source on Operating Income (1,129,124,704) (722,830,397)

Operating Profit Before Working Capital Changes 17,974,464,245 14,399,534,539

Adjustments for Changes in Working Capital :

(Increase) / Decrease in Trade Receivables (523,987,548) 1,381,356,050

(Increase) / Decrease in Other Current Assets (212,433,665) 1,248,686,449

(Increase) / Decrease in Other Non-Current Assets - -

(Increase) / Decrease in Stock in Trade (1,797,301,989) 1,997,012,353

(Increase) / Decrease in Long Term Loans & Advances 15,111,748,495 (27,742,983,790)

(Increase) / Decrease in Short Term Loans & Advances (3,115,919,566) (9,039,233,086)

Increase / (Decrease) in Trade Payables (399,131,604) 453,172,583

Increase / (Decrease) in Other Current Liabilities 436,763,066 (982,950,211)

Increase / (Decrease) in Other Long Term Liabilities 7,430,196 (7,007,301)

Cash (used in) / generated from Operations 27,481,631,630 (18,292,412,414)

Taxes (Paid) / Received (net) (80,880,829) (29,923,895)

Proceeds from Sale of Assets acquired in Satisfaction of Debts 150,000,000 -

Net Cash (used in) / generated from Operating Activities (A) 27,550,750,801 (18,322,336,309)

B. Cash Flow From Investing Activities:

Purchase of Fixed Assets (28,813,571) (52,927,613)

Proceeds from sale of Fixed Assets 12,885,068 18,815,375

Proceeds from sale of Flats under construction held for Sale and Capital work in

Progress (net)

30,089,342 (27,080,362)

Purchase of Short term Investments (140,825,644,823) (92,219,707,004)

Particulars

CASH FLOW STATEMENT FOR THE YEAR ENDED MARCH 31, 2013

*

#

Interest income for the year ended March 31, 2013 does not include interest from lending operation of Rs. 20,062,897,993 (Year

ended March 31, 2012 of Rs. 16,443,593,581).

For Previous year, Includes Rs. 24,581,150 of refund of share application money.

Year Ended

March 31, 2013

Year Ended

March 31, 2012


Proceeds from Sale / Redemption of Short term Investments 139,995,229,590 92,199,714,041

Purchase of Long term Investments (584,636,748) (1,630,705,673)

Proceeds from Sale / Redemption of Long term Investments # 1,150,786,519 24,581,150

Interest received on Long term Investments 179,629,464 -

Change in Fixed Deposits shown as Non Current Assets (1,005,043,345) (1,310,950,327)

Interest Received (Revenue) 83,764,898 192,704,600

Dividend Received 7,390,435 6,333,957

Net Cash (used in) / generated from Investing Activities (B) (984,363,171) (2,799,221,856)

C. Cash Flow From Financing Activities:

Proceeds from fresh issue of Equity Share Capital (including securities premium) - 4,500

Proceeds from fresh issue of Preference Share Capital (including securities premium) - 4,749,995,000

Expenses for issue of Preference Share Capital - (59,782,176)

Redemption of Preference share Capital (including Redemption premium) (375,707,425) (220,674,255)

Proceeds/ (Repayment) for Short term Borrowings:-

Inter Corporate Loans (Net) (1,120,000,000) (2,000,741,739)

Commercial Papers (Net) (18,528,343,382) (13,044,935,723)

Debentures (Net) (Including Debenture application money pending allotment) 4,750,000,000 2,000,000,000

Repo Loans (868,263,030) 868,263,030

Loan Repayable from Banks and Others (11,193,741,042) 13,929,380,718

Proceeds/ (Repayment) for Long Term Borrowings:-

Debentures 2,408,432,040 8,167,797,791

Term Loans from Banks and Others 9,022,933,166 19,993,364,845

Interest Paid (11,057,933,295) (7,387,062,816)

Dividend Paid (983,604,303) (1,187,500)

Dividend Tax Paid (159,565,208) (43,372,633)

Net Cash (used in) / generated from Financing Activities (C) (28,105,792,479) 26,951,049,042

Net Increase / (Decrease) in Cash & Cash Equivalents (A+B+C) (1,539,404,849) 5,829,490,877

Add: Cash and Cash Equivalents at the beginning of the Year 13,711,434,225 7,881,943,348

Cash and Cash Equivalents at the end of the Year 12,172,029,376 13,711,434,225

Cash and Cash Equivalents at the end of the Year Comprises of :

Cash in Hand 60,866 35,053

Stamp papers in Hand 516,000 468,000

Balances with Banks in Fixed Deposits Accounts 150,000,000 -

Balances with Banks in Current Accounts 12,021,452,510 13,710,931,172

12,172,029,376 13,711,434,225

Particulars

CASH FLOW STATEMENTFOR THE YEAR ENDED MARCH 31, 2013


Year Ended

March 31, 2013

Year Ended

March 31, 2012


A. Cash flow from Operating Activities:


Adjustments for:

Depreciation and Amortization Expense 71,763,618 100,329,609

Interest Expense 12,233,055,391 8,385,442,502

Interest Income* (200,649,249) (155,373,603)

Income from Long Term Investments - Dividend (7,390,435) (6,333,957)

Income from Interest on Long term Investments (178,592,157) (2,952,375)

(Profit) / Loss on sale / redemption of Investments (net) (104,726,697) (56,903,902)

Income from Investment in PMS Scheme & Pass through certificates (31,101,953) (32,810,134)

Provision/(Reversals) against Assets acquired in Satisfaction of Debts 58,685,841 (5,460,000)

Profit on Sale of Flats under Construction- Held for Sale (27,526,250) -

Loss on Sale of assets acquired in satisfaction of debts 48,600,000 -

Provision for Diminution in the value of Investments 66,274,191 35,095,374

Discount on issue of Commercial Papers 2,960,356,663 4,067,267,004

(Profit) / Loss on Fixed Assets sold (net) 6,299,863 18,748,802

Loans Written off 893,064,775 216,750,189

Provision for Non Performing Assets and Standard Assets 558,980,083 515,171,304

Provision / (Reversal) of Contingent Provision on Standard Assets (30,765,528) 87,713,672

Provision for Gratuity and Leave Encashment 5,522,831 2,491,287

Tax Deducted at Source on Operating Income (1,129,124,704) (722,830,397)

Operating Profit Before Working Capital Changes 17,974,464,245 14,399,534,539


(Increase) / Decrease in Trade Receivables (523,987,548) 1,381,356,050

(Increase) / Decrease in Other Current Assets (212,433,665) 1,248,686,449

(Increase) / Decrease in Other Non-Current Assets - -

(Increase) / Decrease in Stock in Trade (1,797,301,989) 1,997,012,353

(Increase) / Decrease in Long Term Loans & Advances 15,111,748,495 (27,742,983,790)

(Increase) / Decrease in Short Term Loans & Advances (3,115,919,566) (9,039,233,086)

Increase / (Decrease) in Trade Payables (399,131,604) 453,172,583

Increase / (Decrease) in Other Current Liabilities 436,763,066 (982,950,211)

Increase / (Decrease) in Other Long Term Liabilities 7,430,196 (7,007,301)

Cash (used in) / generated from Operations 27,481,631,630 (18,292,412,414)

Taxes (Paid) / Received (net) (80,880,829) (29,923,895)

Proceeds from Sale of Assets acquired in Satisfaction of Debts 150,000,000 -

Net Cash (used in) / generated from Operating Activities (A) 27,550,750,801 (18,322,336,309)

B. Cash Flow From Investing Activities:

Purchase of Fixed Assets (28,813,571) (52,927,613)

Proceeds from sale of Fixed Assets 12,885,068 18,815,375

Proceeds from sale of Flats under construction held for Sale and Capital work in

Progress (net)

30,089,342 (27,080,362)

Purchase of Short term Investments (140,825,644,823) (92,219,707,004)

Particulars


*

#

Interest income for the year ended March 31, 2013 does not include interest from lending operation of Rs. 20,062,897,993 (Year

ended March 31, 2012 of Rs. 16,443,593,581).

For Previous year, Includes Rs. 24,581,150 of refund of share application money.

Year Ended

March 31, 2013

Year Ended

March 31, 2012


Proceeds from Sale / Redemption of Short term Investments 139,995,229,590 92,199,714,041

Purchase of Long term Investments (584,636,748) (1,630,705,673)

Proceeds from Sale / Redemption of Long term Investments # 1,150,786,519 24,581,150

Interest received on Long term Investments 179,629,464 -

Change in Fixed Deposits shown as Non Current Assets (1,005,043,345) (1,310,950,327)

Interest Received (Revenue) 83,764,898 192,704,600

Dividend Received 7,390,435 6,333,957

Net Cash (used in) / generated from Investing Activities (B) (984,363,171) (2,799,221,856)

C. Cash Flow From Financing Activities:

Proceeds from fresh issue of Equity Share Capital (including securities premium) - 4,500

Proceeds from fresh issue of Preference Share Capital (including securities premium) - 4,749,995,000

Expenses for issue of Preference Share Capital - (59,782,176)

Redemption of Preference share Capital (including Redemption premium) (375,707,425) (220,674,255)

Proceeds/ (Repayment) for Short term Borrowings:-

Inter Corporate Loans (Net) (1,120,000,000) (2,000,741,739)

Commercial Papers (Net) (18,528,343,382) (13,044,935,723)

Debentures (Net) (Including Debenture application money pending allotment) 4,750,000,000 2,000,000,000

Repo Loans (868,263,030) 868,263,030

Loan Repayable from Banks and Others (11,193,741,042) 13,929,380,718

Proceeds/ (Repayment) for Long Term Borrowings:-

Debentures 2,408,432,040 8,167,797,791

Term Loans from Banks and Others 9,022,933,166 19,993,364,845

Interest Paid (11,057,933,295) (7,387,062,816)

Dividend Paid (983,604,303) (1,187,500)

Dividend Tax Paid (159,565,208) (43,372,633)

Net Cash (used in) / generated from Financing Activities (C) (28,105,792,479) 26,951,049,042

Net Increase / (Decrease) in Cash & Cash Equivalents (A+B+C) (1,539,404,849) 5,829,490,877

Add: Cash and Cash Equivalents at the beginning of the Year 13,711,434,225 7,881,943,348

Cash and Cash Equivalents at the end of the Year 12,172,029,376 13,711,434,225

Cash and Cash Equivalents at the end of the Year Comprises of :

Cash in Hand 60,866 35,053

Stamp papers in Hand 516,000 468,000

Balances with Banks in Fixed Deposits Accounts 150,000,000 -

Balances with Banks in Current Accounts 12,021,452,510 13,710,931,172

12,172,029,376 13,711,434,225

Particulars

CASH FLOW STATEMENTFOR THE YEAR ENDED MARCH 31, 2013


Notes :

1

2

3


This is the Cash Flow Statement referred to in our report of even date For and on behalf of the Board of Directors

The Cash flow statement has been prepared under the "Indirect method" as set out in Accounting Standard - 3 on Cash Flow

Statement.

Figures in brackets indicate cash outgo / income.

Previous year's figures have been regrouped, re-arranged and reclassified wherever necessary to conform to the current year

classification.



Place : New Delhi

Date : May 21, 2013




Sd/-

KAVI ARORA


(DIN-01429165)

Sd/-

ANIL SAXENA

Director

(DIN-01555425)

Sd/-

PUNIT ARORA

Company Secretary

Place : New Delhi

Date : May 20, 2013

1 OVERVIEW

2 SIGNIFICANT ACCOUNTING POLICIES

(a) BASIS OF ACCOUNTING

(b) USE OF ESTIMATES

(c) REVENUE RECOGNITION

NOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2013

Religare Finvest Limited (the ‘Company’) was incorporated on 6th January, 1995 as Skylark Securities Private Limited. The name of the

Company was changed from Skylark Securities Private Limited to Fortis Finvest Private Limited on 23rd September, 2004. The

Company was converted into a public limited company on 7th October, 2004 and the name was changed to Fortis Finvest Limited.

Further, on 4th April, 2006 the name of the Company was changed to Religare Finvest Limited. The Company holds a Certificate of Registration (CoR) as Non-Banking Financial Institution, without accepting public deposits,

registered with the Reserve Bank of India (“RBI”) under section 45-IA of the Reserve Bank of India Act, 1934 and is primarily engaged in

lending, investment, financial advisory services and distribution of third party financial products. The Company received the CoR from

RBI initially on 3rd January, 2001 as Category B Non-Deposit taking Non-Banking Financial Institution and consequently upon change

in name of the Company, RBI issued a fresh CoR on 10th November, 2006 enabling the Company to carry on the business as a Non-

Deposit taking Category B Non-Banking Financial Institution.

The Financial Statements are prepared under the historical cost convention and on accrual basis of accounting and in accordance with

Generally Accepted Accounting Principles in India and comply in material aspect with the measurement and recognition principles of

Accounting Standards referred in Section 211 (3C) of the Companies Act, 1956 of India (“the Act”) read with Companies (Accounting

Standard) Rules 2006 to the extent applicable, the Reserve Bank of India Act (RBI), 1934 and Non-Banking Financial (Non Deposit

Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007. All assets and liabilities have been classified as current or non-current as per the Company’s normal operating cycle and other criteria

set out in the Revised Schedule VI to the Companies Act,1956. Based on the nature of product and services and the time between the

acquisition of assets for processing and their realisation in cash and cash equivalents, the Company has ascertained its operating cycle

as 12 months for the purpose of current – non current classification of assets and liabilities.

“The presentation of Financial Statements requires estimates and assumptions to be made that affect the reported amount of assets

and liabilities on the date of financial statements and the reported amount of revenue and expenses during the reporting period.

Difference between the actual results and estimates are recognized in the period in which results are known / materialized."

i. Interest income from financing activities is recognized on an accrual basis except in the case of non-performing assets, where it is recognised on realisation, as per the Prudential Norms of the RBI.

ii. Processing Fees is recognized upon receipt of the fees.iii. Financial advisory Fees are accrued based on stage of completion of assignments in accordance with terms of the relevant

agreement.iv. Dividend from investments is accounted for when the right to receive dividend is established. v. Brokerage from Mutual fund distribution activity is recognized on accrual basisvi. Income from derivative transactions is recognized on accrual basis.vii. Income from security transactions is recognized on accrual basis.viii. Revenue excludes service tax and VAT.ix. Income from Arbitrage and trading in securities and derivatives comprises Profit / loss on sale of securities/ commodities held as

stock -in -trade and Profit/ loss on equity / commodity derivative instruments. Profit /loss on sale of securities/ commodities are determined based on first in first out (FIFO) cost of securities/ commodities sold. Profit/ loss on equity / commodity derivative transactions is accounted for based on the ‘Guidance Note on Accounting for Equity Index and Equity Stock Futures and Options’ issued by the Institute of Chartered Accountants of India which is more fully explained below:-

Equity Index / Stock and Commodity– derivatives a) “Initial margin” representing initial margin paid, and “Margin Deposits,” representing additional margin over and above

Initial Margin, for entering into contracts for equity index / stock and commodity futures, which are released on final settlement / squaring-up of underlying contracts, are disclosed as Current Assets as loans and advances."

b) Equity index / Stock and Commodity futures are marked – to – market on a daily basis. Debit or credit balance is disclosed under loans and advances or current liabilities, respectively. The “Mark – to – Market Margin – Equity Index / Stock and Commodity Futures Account” , represents the net amount paid or received on the basis of movement in the prices of index / stock and commodity futures till the Balance Sheet date.


Notes :

1

2

3


This is the Cash Flow Statement referred to in our report of even date For and on behalf of the Board of Directors

The Cash flow statement has been prepared under the "Indirect method" as set out in Accounting Standard - 3 on Cash Flow

Statement.

Figures in brackets indicate cash outgo / income.

Previous year's figures have been regrouped, re-arranged and reclassified wherever necessary to conform to the current year

classification.



Place : New Delhi

Date : May 21, 2013




Sd/-

KAVI ARORA


(DIN-01429165)

Sd/-

ANIL SAXENA

Director

(DIN-01555425)

Sd/-

PUNIT ARORA

Company Secretary

Place : New Delhi

Date : May 20, 2013

1 OVERVIEW

2 SIGNIFICANT ACCOUNTING POLICIES

(a) BASIS OF ACCOUNTING

(b) USE OF ESTIMATES

(c) REVENUE RECOGNITION

NOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2013

Religare Finvest Limited (the ‘Company’) was incorporated on 6th January, 1995 as Skylark Securities Private Limited. The name of the

Company was changed from Skylark Securities Private Limited to Fortis Finvest Private Limited on 23rd September, 2004. The

Company was converted into a public limited company on 7th October, 2004 and the name was changed to Fortis Finvest Limited.

Further, on 4th April, 2006 the name of the Company was changed to Religare Finvest Limited. The Company holds a Certificate of Registration (CoR) as Non-Banking Financial Institution, without accepting public deposits,

registered with the Reserve Bank of India (“RBI”) under section 45-IA of the Reserve Bank of India Act, 1934 and is primarily engaged in

lending, investment, financial advisory services and distribution of third party financial products. The Company received the CoR from

RBI initially on 3rd January, 2001 as Category B Non-Deposit taking Non-Banking Financial Institution and consequently upon change

in name of the Company, RBI issued a fresh CoR on 10th November, 2006 enabling the Company to carry on the business as a Non-

Deposit taking Category B Non-Banking Financial Institution.

The Financial Statements are prepared under the historical cost convention and on accrual basis of accounting and in accordance with

Generally Accepted Accounting Principles in India and comply in material aspect with the measurement and recognition principles of

Accounting Standards referred in Section 211 (3C) of the Companies Act, 1956 of India (“the Act”) read with Companies (Accounting

Standard) Rules 2006 to the extent applicable, the Reserve Bank of India Act (RBI), 1934 and Non-Banking Financial (Non Deposit

Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007. All assets and liabilities have been classified as current or non-current as per the Company’s normal operating cycle and other criteria

set out in the Revised Schedule VI to the Companies Act,1956. Based on the nature of product and services and the time between the

acquisition of assets for processing and their realisation in cash and cash equivalents, the Company has ascertained its operating cycle

as 12 months for the purpose of current – non current classification of assets and liabilities.

“The presentation of Financial Statements requires estimates and assumptions to be made that affect the reported amount of assets

and liabilities on the date of financial statements and the reported amount of revenue and expenses during the reporting period.

Difference between the actual results and estimates are recognized in the period in which results are known / materialized."

i. Interest income from financing activities is recognized on an accrual basis except in the case of non-performing assets, where it is recognised on realisation, as per the Prudential Norms of the RBI.

ii. Processing Fees is recognized upon receipt of the fees.iii. Financial advisory Fees are accrued based on stage of completion of assignments in accordance with terms of the relevant

agreement.iv. Dividend from investments is accounted for when the right to receive dividend is established. v. Brokerage from Mutual fund distribution activity is recognized on accrual basisvi. Income from derivative transactions is recognized on accrual basis.vii. Income from security transactions is recognized on accrual basis.viii. Revenue excludes service tax and VAT.ix. Income from Arbitrage and trading in securities and derivatives comprises Profit / loss on sale of securities/ commodities held as

stock -in -trade and Profit/ loss on equity / commodity derivative instruments. Profit /loss on sale of securities/ commodities are determined based on first in first out (FIFO) cost of securities/ commodities sold. Profit/ loss on equity / commodity derivative transactions is accounted for based on the ‘Guidance Note on Accounting for Equity Index and Equity Stock Futures and Options’ issued by the Institute of Chartered Accountants of India which is more fully explained below:-

Equity Index / Stock and Commodity– derivatives a) “Initial margin” representing initial margin paid, and “Margin Deposits,” representing additional margin over and above

Initial Margin, for entering into contracts for equity index / stock and commodity futures, which are released on final settlement / squaring-up of underlying contracts, are disclosed as Current Assets as loans and advances."

b) Equity index / Stock and Commodity futures are marked – to – market on a daily basis. Debit or credit balance is disclosed under loans and advances or current liabilities, respectively. The “Mark – to – Market Margin – Equity Index / Stock and Commodity Futures Account” , represents the net amount paid or received on the basis of movement in the prices of index / stock and commodity futures till the Balance Sheet date.


c) As on the balance sheet date, profit / loss on open positions in index / stock and commodity futures are accounted for as follows: - Credit balance in the “Mark – to – Market Margin – Equity Index / Stock and Commodity Futures Account”, being anticipated

profit, is ignored and no credit for the same is taken in the Statement of Profit and Loss. - Debit balance in the “Mark – to – Market Margin – Equity Index / Stock and Commodity Futures Account”, being anticipated loss

is adjusted in the Statement of Profit and Loss. d) On final settlement or squaring-up of contracts for equity index / stock and commodity futures, the profit or loss is calculated as

the difference between settlement / squaring-up price and contract price. Accordingly, debit or credit balance pertaining to the settled / squared-up contract in “Mark – to – Market Margin – Equity Index / Stock and Commodity Futures Account” is recognized in the Statment of Profit and Loss. When more than one contract in respect of the relevant series of equity index futures contract to which the squared-up contract pertains is outstanding at the time of the squaring-up of the contract, the contract price of the contract so squared-up is determined using weighted average method for calculating profit / loss on squaring-up.

x. Profit/Loss earned on sale of Investment is recognised on trade date basis, net of expenses. The cost of Investment is computed based on weighted average basis.

(d) TANGIBLE ASSETS

Tangible Assets are stated at acquisition cost, net of accumulated depreciation and accumulated impairment losses. Cost for this purpose includes purchase price, nonrefundable taxes or levies and other directly attributable costs of bringing the asset to its working condition for its intended use. Subsequent expenditures related to an item of tangible assets are added to its book value only if they increase the future benefits from the existing asset beyond its previously assessed standard of performance. Losses arising from the retirement of, and gains or losses arising from disposal of tangible assets which are carried at cost are recognised in the Statement of Profit and Loss.

Assets Description Depreciation Rate (%)

(Put to use upto

September 30, 2011)

Depreciation Rate (%)

(Put to use after

October 1, 2011)


(As per Schedule XIV of the

Companies Act, 1956)

Computers 16.21% Between 16.21% to 50% 16.21%

Office Equipment Between 10% to 20% Between 10% to 20%(*) 4.75%

Furniture and Fixtures 6.33% 20% 6.33%

Vehicle 9.50% 16% 9.50%

Building 1.63% 1.63% 1.63%

Intangible Assets - Software 16.21% 16.21% 16.21%

(*)Black Berry and Mobile Phones are depreciated @ 50% p.a.

Individual assets costing up to Rs. 5,000 are fully depreciated in the year/period of acquisition.

(g) DEPRECIATION

"Immovable assets at the leased premises including civil works, electrical items are capitalized as leasehold improvements and are amortized over the primary period of lease subject to maximum of 6 years.Depreciation is provided on Straight Line Method, at the rates specified in Schedule XIV to the Companies Act, 1956 or the rates based on useful lives of the assets as estimated by the management, whichever are higher. Depreciation is provided for on a pro-rata basis on the assets acquired, sold or disposed off during the year." Due to pace of change in technology, change in business dynamics and operations forcing the company to apply new tools and technologies and discard old ones and degrading in product quality, the Company has decided to revise estimated life of all assets purchased and put to use after October 1, 2011. Consequently the rates of depreciation charged on assets are as under:-

(e) INTANGIBLE ASSETS

Intangible Assets are recognized only if it is probable that the future economic benefits that are attributable to assets will flow to the enterprise and the cost of the assets can be measured reliably. The intangible assets are recorded at cost and are carried at cost less accumulated depreciation and accumulated impairment losses, if any. Computer software which is not an integral part of the related hardware is classified as an intangible asset and is being amortized over the estimated useful life.

i. Assets acquired under leases where a significant portion of the risks and rewards of the ownership are retained by the lessor are classified as operating leases. The rentals of the leased assets under operating lease are treated as revenue expenditure.

ii. Assets subject to operating leases are included in fixed assets. Lease income is recognized in the Statement of Profit and Loss on straight – line basis over the lease term. Operating Costs of the lease asset, including depreciation, are recognized as an expense in the Statment of Profit and Loss. Initial direct costs such as legal costs, brokerage costs, etc. are charged to the Statment of Profit and Loss as incurred.

(f) LEASED ASSETS

(h) INVESTMENTS

(i) FOREIGN CURRENCY TRANSACTIONS

(j) EMPLOYEE BENEFITS

(k) TAXES ON INCOME

Current Tax

Investments are classified into non current investments and current investments. Investments which are intended to be held for one year or more are classified as non current investments and investments which are intended to be held for less than one year are classified as current investments. Non current investments are accounted at cost and any decline in the carrying value other than temporary in nature is provided for. Current investments are valued at cost or market / fair value, whichever is lower.

In case of investment in Mutual Funds, the net asset value of units declared by the Mutual Funds is considered as the fair value.

i. Transactions in foreign currencies are recorded at the rate of exchange prevailing at the time of occurrence of the transactions.

ii. Exchange differences arising on settlement of revenue transactions are recognized in the Statement of Profit and Loss.

iii. Monetary items denominated in foreign currencies are restated using the exchange rates prevailing at the date of the Balance Sheet and the resulting net exchange difference is recognized in the Statement of Profit and Loss.

iv. Premium or discount on forward contracts entered for the purpose of hedging is amortised over the life of such contracts and is recognised as income or expense.Exchange difference on such forward exchange contracts outstanding as at year end is recognized in the Statement of Profit and Loss.

v. Cross Currency Swap Contact entered into for the purpose of hedging and booked with the objective of managing the currency and interest rate risk on foreign currency liabilities are recorded at the spot rate at which the contract was entered and is accounted for as a forward contract. The foreing currency balances on account of principal value of cross currency swap outstanding as at Balance Sheet are revalued using the closing rate and resulting net loss or gain is charged to Statement of Profit and Loss.

i. Provident Fund is a defined contribution scheme and the contributions as required by the statute are charged to the Statement of Profit and Loss as incurred.

ii. The Company has an obligation towards gratuity, a defined benefit retirement plan covering eligible employees. The plan provides for a lump sum payment equivalent to fifteen days salary last drawn for each completed year of service in line with the Payment of Gratuity Act, 1972, to vested employees at retirement, death while in employment or on termination of employment. Vesting occurs upon completion of five years of service. The Company makes annual contributions to gratuity fund (“Religare Finvest Limited Group Gratuity Scheme”) established as a Trust. The Company accounts for the liability for gratuity benefits payable in future based on an independent actuarial valuation conducted by an independent actuary using the Projected Unit Credit Method as at the Balance Sheet date.

iii. The employees of the Company are entitled to compensated absences and leave encashment as per the policy of the Company, the liability in respect of which is provided based on an actuarial valuation as at the end of the Balance Sheet date.

iv. Actuarial gains and losses comprise experience adjustments and the effects of changes in actuarial assumptions are recognized immediately in the Statement of Profit and Loss as income or expense.

v. The undiscounted amount of short - term employee benefits expected to be paid in exchange for services rendered by an employee is recognized during the period when the employee renders the service.

vi. Stock Appreciated Rights (SAR’s) given as a part of employee retention strategy of the Company. The eligible employees are entitled to receive an incentive based on the price of the shares of the Religare Enterprises Limited, the Holding Company. The amount of such incentive proportionate to the vesting period as at the Balance Sheet date is recognized as an expense based on the fair value of shares as at the Balance Sheet date or the cost of acquisition of such shares where the same have been acquired by an employee trust formed for the purpose.

vii. Stock Options granted to eligible persons under the relevant Stock Option Schemes are accounted for at intrinsic value. For accounting treatment, reference has been made to the Employee Stock Option Scheme and Employee Stock Purchase Scheme Guidelines 1999 issued by the Securities Exchange Board of India. Accordingly, the excess of average market price, determined as per guidelines of the underlying equity shares (market value) over the exercise price of the options, if any, is recognized as deferred stock option expense and is charged to the Statment of Profit and Loss on a straight line basis over the vesting period of the options.

i. Current tax is determined as the amount of tax payable in respect of taxable income for the year.

ii. Provision for taxation for the year is ascertained on the basis of assessable profits computed in accordance with the provisions of the Income Tax Act, 1961.

iii. Current tax assets and liabilities are offset when there is a legally enforceable rights to set off the recognised amount and there is intention to settle the assets and the liabilities on a net basis.


c) As on the balance sheet date, profit / loss on open positions in index / stock and commodity futures are accounted for as follows: - Credit balance in the “Mark – to – Market Margin – Equity Index / Stock and Commodity Futures Account”, being anticipated

profit, is ignored and no credit for the same is taken in the Statement of Profit and Loss. - Debit balance in the “Mark – to – Market Margin – Equity Index / Stock and Commodity Futures Account”, being anticipated loss

is adjusted in the Statement of Profit and Loss. d) On final settlement or squaring-up of contracts for equity index / stock and commodity futures, the profit or loss is calculated as

the difference between settlement / squaring-up price and contract price. Accordingly, debit or credit balance pertaining to the settled / squared-up contract in “Mark – to – Market Margin – Equity Index / Stock and Commodity Futures Account” is recognized in the Statment of Profit and Loss. When more than one contract in respect of the relevant series of equity index futures contract to which the squared-up contract pertains is outstanding at the time of the squaring-up of the contract, the contract price of the contract so squared-up is determined using weighted average method for calculating profit / loss on squaring-up.

x. Profit/Loss earned on sale of Investment is recognised on trade date basis, net of expenses. The cost of Investment is computed based on weighted average basis.

(d) TANGIBLE ASSETS

Tangible Assets are stated at acquisition cost, net of accumulated depreciation and accumulated impairment losses. Cost for this purpose includes purchase price, nonrefundable taxes or levies and other directly attributable costs of bringing the asset to its working condition for its intended use. Subsequent expenditures related to an item of tangible assets are added to its book value only if they increase the future benefits from the existing asset beyond its previously assessed standard of performance. Losses arising from the retirement of, and gains or losses arising from disposal of tangible assets which are carried at cost are recognised in the Statement of Profit and Loss.

Assets Description Depreciation Rate (%)

(Put to use upto

September 30, 2011)


(Put to use after

October 1, 2011)


(As per Schedule XIV of the

Companies Act, 1956)

Computers 16.21% Between 16.21% to 50% 16.21%

Office Equipment Between 10% to 20% Between 10% to 20%(*) 4.75%

Furniture and Fixtures 6.33% 20% 6.33%

Vehicle 9.50% 16% 9.50%

Building 1.63% 1.63% 1.63%

Intangible Assets - Software 16.21% 16.21% 16.21%

(*)Black Berry and Mobile Phones are depreciated @ 50% p.a.

Individual assets costing up to Rs. 5,000 are fully depreciated in the year/period of acquisition.

(g) DEPRECIATION

"Immovable assets at the leased premises including civil works, electrical items are capitalized as leasehold improvements and are amortized over the primary period of lease subject to maximum of 6 years.Depreciation is provided on Straight Line Method, at the rates specified in Schedule XIV to the Companies Act, 1956 or the rates based on useful lives of the assets as estimated by the management, whichever are higher. Depreciation is provided for on a pro-rata basis on the assets acquired, sold or disposed off during the year." Due to pace of change in technology, change in business dynamics and operations forcing the company to apply new tools and technologies and discard old ones and degrading in product quality, the Company has decided to revise estimated life of all assets purchased and put to use after October 1, 2011. Consequently the rates of depreciation charged on assets are as under:-

(e) INTANGIBLE ASSETS

Intangible Assets are recognized only if it is probable that the future economic benefits that are attributable to assets will flow to the enterprise and the cost of the assets can be measured reliably. The intangible assets are recorded at cost and are carried at cost less accumulated depreciation and accumulated impairment losses, if any. Computer software which is not an integral part of the related hardware is classified as an intangible asset and is being amortized over the estimated useful life.

i. Assets acquired under leases where a significant portion of the risks and rewards of the ownership are retained by the lessor are classified as operating leases. The rentals of the leased assets under operating lease are treated as revenue expenditure.

ii. Assets subject to operating leases are included in fixed assets. Lease income is recognized in the Statement of Profit and Loss on straight – line basis over the lease term. Operating Costs of the lease asset, including depreciation, are recognized as an expense in the Statment of Profit and Loss. Initial direct costs such as legal costs, brokerage costs, etc. are charged to the Statment of Profit and Loss as incurred.

(f) LEASED ASSETS

(h) INVESTMENTS

(i) FOREIGN CURRENCY TRANSACTIONS

(j) EMPLOYEE BENEFITS

(k) TAXES ON INCOME

Current Tax

Investments are classified into non current investments and current investments. Investments which are intended to be held for one year or more are classified as non current investments and investments which are intended to be held for less than one year are classified as current investments. Non current investments are accounted at cost and any decline in the carrying value other than temporary in nature is provided for. Current investments are valued at cost or market / fair value, whichever is lower.

In case of investment in Mutual Funds, the net asset value of units declared by the Mutual Funds is considered as the fair value.

i. Transactions in foreign currencies are recorded at the rate of exchange prevailing at the time of occurrence of the transactions.

ii. Exchange differences arising on settlement of revenue transactions are recognized in the Statement of Profit and Loss.

iii. Monetary items denominated in foreign currencies are restated using the exchange rates prevailing at the date of the Balance Sheet and the resulting net exchange difference is recognized in the Statement of Profit and Loss.

iv. Premium or discount on forward contracts entered for the purpose of hedging is amortised over the life of such contracts and is recognised as income or expense.Exchange difference on such forward exchange contracts outstanding as at year end is recognized in the Statement of Profit and Loss.

v. Cross Currency Swap Contact entered into for the purpose of hedging and booked with the objective of managing the currency and interest rate risk on foreign currency liabilities are recorded at the spot rate at which the contract was entered and is accounted for as a forward contract. The foreing currency balances on account of principal value of cross currency swap outstanding as at Balance Sheet are revalued using the closing rate and resulting net loss or gain is charged to Statement of Profit and Loss.

i. Provident Fund is a defined contribution scheme and the contributions as required by the statute are charged to the Statement of Profit and Loss as incurred.

ii. The Company has an obligation towards gratuity, a defined benefit retirement plan covering eligible employees. The plan provides for a lump sum payment equivalent to fifteen days salary last drawn for each completed year of service in line with the Payment of Gratuity Act, 1972, to vested employees at retirement, death while in employment or on termination of employment. Vesting occurs upon completion of five years of service. The Company makes annual contributions to gratuity fund (“Religare Finvest Limited Group Gratuity Scheme”) established as a Trust. The Company accounts for the liability for gratuity benefits payable in future based on an independent actuarial valuation conducted by an independent actuary using the Projected Unit Credit Method as at the Balance Sheet date.

iii. The employees of the Company are entitled to compensated absences and leave encashment as per the policy of the Company, the liability in respect of which is provided based on an actuarial valuation as at the end of the Balance Sheet date.

iv. Actuarial gains and losses comprise experience adjustments and the effects of changes in actuarial assumptions are recognized immediately in the Statement of Profit and Loss as income or expense.

v. The undiscounted amount of short - term employee benefits expected to be paid in exchange for services rendered by an employee is recognized during the period when the employee renders the service.

vi. Stock Appreciated Rights (SAR’s) given as a part of employee retention strategy of the Company. The eligible employees are entitled to receive an incentive based on the price of the shares of the Religare Enterprises Limited, the Holding Company. The amount of such incentive proportionate to the vesting period as at the Balance Sheet date is recognized as an expense based on the fair value of shares as at the Balance Sheet date or the cost of acquisition of such shares where the same have been acquired by an employee trust formed for the purpose.

vii. Stock Options granted to eligible persons under the relevant Stock Option Schemes are accounted for at intrinsic value. For accounting treatment, reference has been made to the Employee Stock Option Scheme and Employee Stock Purchase Scheme Guidelines 1999 issued by the Securities Exchange Board of India. Accordingly, the excess of average market price, determined as per guidelines of the underlying equity shares (market value) over the exercise price of the options, if any, is recognized as deferred stock option expense and is charged to the Statment of Profit and Loss on a straight line basis over the vesting period of the options.

i. Current tax is determined as the amount of tax payable in respect of taxable income for the year.

ii. Provision for taxation for the year is ascertained on the basis of assessable profits computed in accordance with the provisions of the Income Tax Act, 1961.

iii. Current tax assets and liabilities are offset when there is a legally enforceable rights to set off the recognised amount and there is intention to settle the assets and the liabilities on a net basis.


i. Deferred tax is recognized, subject to the consideration of prudence in respect of deferred tax asset, on timing differences, being

the difference between taxable income and accounting income that originate in one year and are capable of reversal in one or

more subsequent years.ii. Deferred Tax Assets and Liabilities are measured using the tax rates and tax laws that have been enacted or substantively enacted

by the Balance Sheet date. At each Balance Sheet date, the Company re-assesses unrecognised deferred tax assets, if any. iii. Deferred tax assets and liabilities are offset when there is a legally enforceable rights to set off assets against liabilities

representing the current tax and where the deferred tax and liabilities relate to taxes on income levied by the same governing

taxation laws.

i. Provisions involving substantial degree of estimation in measurement are recognized when there is a present obligation as a

result of past events and it is probable that there will be an outflow of resources. Contingent liabilities are disclosed when there is

a possible obligation arising from past events, the existence of which will be confirmed only by the occurrence or non occurrence

of one or more uncertain future events not wholly within the control of the Company or a present obligation that arises from past

events where it is either not probable that an outflow of resources will be required to settle or a reliable estimate of the amount

cannot be made. Contingent assets are neither recognized nor disclosed in the financial statements. ii. Provision for Non-Performing Assets except SME and Commercial lending and Contingent Provision against Standard Assets is

made after considering subsequent realisation to date, in line with the Prudential Norms prescribed by Reserve Bank of India.

The management has framed a more prudent policy by proactively adopting the recognition of NPAs for SME and Commercial

lending at 90+ Days Past Due('DPD') whereas it follows Prudential Norms with respect to other loans. Provision for dimunition on

long term investments is made as per managment assessment. iii. General Provision on Standard Assets is maintained by providing upfront on the disbursements to meet unexpected losses which

are inherent in any portfolio but not yet identified.

Deferred Tax

(l) PROVISIONS, CONTINGENT LIABILITIES AND CONTINGENT ASSETS

Assets are reviewed for impairment at each Balance Sheet date. In case, events and circumstances indicate any impairment, the

recoverable amount of these assets is determined. An asset is impaired when the carrying amount of the asset exceeds its recoverable

amount. An impairment loss is charged to the Statment of Profit and Loss in the period in which an asset is defined as impaired. An

impairment loss recognized in prior accounting periods is reversed if there has been a change in the estimate of the recoverable

amount and such loss either no longer exists or has decreased.

(m) IMPAIRMENT OF ASSETS

i. The securities/commodities acquired with the intention of short-term holding and trading positions are considered as stock – in –

trade and disclosed as current assets. ii. The securities/commodities held as stock – in – trade are valued at lower of cost and market value.

Ancillary costs incurred for arrangement of borrowings such as upfront fees, brokerage and debenture issue expenses are amortized

over the tenure of the borrowing as per terms of sanction / agreement/issue.

Assets acquired against the settlement of debts are disclosed in the balance sheet at cost of acquisition. In case, Market value is lower

than the cost of Assets acquired, the difference between the book value and market value is charged to Statement of Profit and Loss.

“The Company has issued certain Non-Convertible Debentures (NCDs), the rate of interest on which is linked to performance of S&P

CNX NIFTY index with a floor and a cap on the amount of interest payable. The interest expense for such debentures is accrued at the

cap rate over the tenure of the instrument. The Company has hedged the interest rate risk related to the movement of index by

purchasing offsetting options. These options are valued at mark to market and loss on such valuation is charged to the Statement of

Profit and Loss and profit on the mark to market is ignored. "

The difference between the redemption value and acquisition cost of Commercial Paper is amortised over the tenure of the

instrument. The liability as at the Balance Sheet date in respect of such instruments is recognized at face value net of unamortized

discount.

(n) STOCK-IN-TRADE

(o) BORROWING COSTS

(p) COMMERCIAL PAPER

(q) ASSETS ACQUIRED AGAINST THE SETTLEMENT OF DEBTS

(r) MARKET LINKED DEBENTURES

(s) INCOME FROM ASSIGNMENT / SECURITISATION

(t) CASH AND CASH EQUIVALENTS

(u) SEGMENT REPORTING

(v) EARNINGS PER SHARE

a) In case of assignment of loans, these are de-recognised when all the rights, title, future recievable and interest thereof along with

all the risks and rewards of ownership are transferred to the purchasers of assigned loans. On de-recognition, the difference

between book value of loans assigned and consideration received, as reduced by the estimated provision of loss/expenses and

incidental expenses related to the transaction, is recognised as gain or loss arising on assignment.b) In case of securitisation of

loans, the transferred loans are de-recognised and gains/losses are accounted for only if the Company surrenders the rights to

benefits specified in the underlying securitised loan contract. In accordance with the Reserve Bank of India guidelines for

securitisation of standard assets, the Company recognises only loss arising from securitisation immediately at the time of sale

and premium arising from securitisation is amortised over the life of the securities issued or to be issued by the special purpose

vehicle to which the assets are sold. Income on retained interest in securitiesd assets is booked on accrual basis.

Cash and cash equivalents include cash in hand, demand deposits with banks and other short-term highly liquid investments with

original maturities of three months or less.

The accounting policies adopted for segment reporting are in conformity with the accounting policies adopted by the Company.

Further, inter-segment revenue have been accounted for based on the transaction price agreed to between segments which is

primarily market based. Revenue and expenses have been identified to segments on the basis of their relationship to the operating

activities of the segment. Revenue and expenses, which relate to the Company as a whole and are not allocable to segments on a

reasonable basis, have been included under “Unallocated expenses/income”.

The basic earnings per share is computed by dividing the net profit/loss attributable to the equity shareholders for the year by the

weighted average number of equity shares outstanding during the reporting year. Diluted earnings per share reflect the potential

dilution that could occur if securities or other contracts to issue equity shares were exercised or converted during the year. Diluted

earnings per share is computed by dividing the net profit after tax by the weighted average number of equity shares and dilutive

potential equity shares outstanding during the year. In computing diluted earnings per share, only potential equity shares that are dilutive and that reduce profit/increase loss per share

are included.


i. Deferred tax is recognized, subject to the consideration of prudence in respect of deferred tax asset, on timing differences, being

the difference between taxable income and accounting income that originate in one year and are capable of reversal in one or

more subsequent years.ii. Deferred Tax Assets and Liabilities are measured using the tax rates and tax laws that have been enacted or substantively enacted

by the Balance Sheet date. At each Balance Sheet date, the Company re-assesses unrecognised deferred tax assets, if any. iii. Deferred tax assets and liabilities are offset when there is a legally enforceable rights to set off assets against liabilities

representing the current tax and where the deferred tax and liabilities relate to taxes on income levied by the same governing

taxation laws.

i. Provisions involving substantial degree of estimation in measurement are recognized when there is a present obligation as a

result of past events and it is probable that there will be an outflow of resources. Contingent liabilities are disclosed when there is

a possible obligation arising from past events, the existence of which will be confirmed only by the occurrence or non occurrence

of one or more uncertain future events not wholly within the control of the Company or a present obligation that arises from past

events where it is either not probable that an outflow of resources will be required to settle or a reliable estimate of the amount

cannot be made. Contingent assets are neither recognized nor disclosed in the financial statements. ii. Provision for Non-Performing Assets except SME and Commercial lending and Contingent Provision against Standard Assets is

made after considering subsequent realisation to date, in line with the Prudential Norms prescribed by Reserve Bank of India.

The management has framed a more prudent policy by proactively adopting the recognition of NPAs for SME and Commercial

lending at 90+ Days Past Due('DPD') whereas it follows Prudential Norms with respect to other loans. Provision for dimunition on

long term investments is made as per managment assessment. iii. General Provision on Standard Assets is maintained by providing upfront on the disbursements to meet unexpected losses which

are inherent in any portfolio but not yet identified.

Deferred Tax

(l) PROVISIONS, CONTINGENT LIABILITIES AND CONTINGENT ASSETS

Assets are reviewed for impairment at each Balance Sheet date. In case, events and circumstances indicate any impairment, the

recoverable amount of these assets is determined. An asset is impaired when the carrying amount of the asset exceeds its recoverable

amount. An impairment loss is charged to the Statment of Profit and Loss in the period in which an asset is defined as impaired. An

impairment loss recognized in prior accounting periods is reversed if there has been a change in the estimate of the recoverable

amount and such loss either no longer exists or has decreased.

(m) IMPAIRMENT OF ASSETS

i. The securities/commodities acquired with the intention of short-term holding and trading positions are considered as stock – in –

trade and disclosed as current assets. ii. The securities/commodities held as stock – in – trade are valued at lower of cost and market value.

Ancillary costs incurred for arrangement of borrowings such as upfront fees, brokerage and debenture issue expenses are amortized

over the tenure of the borrowing as per terms of sanction / agreement/issue.

Assets acquired against the settlement of debts are disclosed in the balance sheet at cost of acquisition. In case, Market value is lower

than the cost of Assets acquired, the difference between the book value and market value is charged to Statement of Profit and Loss.

“The Company has issued certain Non-Convertible Debentures (NCDs), the rate of interest on which is linked to performance of S&P

CNX NIFTY index with a floor and a cap on the amount of interest payable. The interest expense for such debentures is accrued at the

cap rate over the tenure of the instrument. The Company has hedged the interest rate risk related to the movement of index by

purchasing offsetting options. These options are valued at mark to market and loss on such valuation is charged to the Statement of

Profit and Loss and profit on the mark to market is ignored. "

The difference between the redemption value and acquisition cost of Commercial Paper is amortised over the tenure of the

instrument. The liability as at the Balance Sheet date in respect of such instruments is recognized at face value net of unamortized

discount.

(n) STOCK-IN-TRADE

(o) BORROWING COSTS

(p) COMMERCIAL PAPER

(q) ASSETS ACQUIRED AGAINST THE SETTLEMENT OF DEBTS

(r) MARKET LINKED DEBENTURES

(s) INCOME FROM ASSIGNMENT / SECURITISATION

(t) CASH AND CASH EQUIVALENTS

(u) SEGMENT REPORTING

(v) EARNINGS PER SHARE

a) In case of assignment of loans, these are de-recognised when all the rights, title, future recievable and interest thereof along with

all the risks and rewards of ownership are transferred to the purchasers of assigned loans. On de-recognition, the difference

between book value of loans assigned and consideration received, as reduced by the estimated provision of loss/expenses and

incidental expenses related to the transaction, is recognised as gain or loss arising on assignment.b) In case of securitisation of

loans, the transferred loans are de-recognised and gains/losses are accounted for only if the Company surrenders the rights to

benefits specified in the underlying securitised loan contract. In accordance with the Reserve Bank of India guidelines for

securitisation of standard assets, the Company recognises only loss arising from securitisation immediately at the time of sale

and premium arising from securitisation is amortised over the life of the securities issued or to be issued by the special purpose

vehicle to which the assets are sold. Income on retained interest in securitiesd assets is booked on accrual basis.

Cash and cash equivalents include cash in hand, demand deposits with banks and other short-term highly liquid investments with

original maturities of three months or less.

The accounting policies adopted for segment reporting are in conformity with the accounting policies adopted by the Company.

Further, inter-segment revenue have been accounted for based on the transaction price agreed to between segments which is

primarily market based. Revenue and expenses have been identified to segments on the basis of their relationship to the operating

activities of the segment. Revenue and expenses, which relate to the Company as a whole and are not allocable to segments on a

reasonable basis, have been included under “Unallocated expenses/income”.

The basic earnings per share is computed by dividing the net profit/loss attributable to the equity shareholders for the year by the

weighted average number of equity shares outstanding during the reporting year. Diluted earnings per share reflect the potential

dilution that could occur if securities or other contracts to issue equity shares were exercised or converted during the year. Diluted

earnings per share is computed by dividing the net profit after tax by the weighted average number of equity shares and dilutive

potential equity shares outstanding during the year. In computing diluted earnings per share, only potential equity shares that are dilutive and that reduce profit/increase loss per share

are included.


3

As at

March 31, 2013

As at

March 31, 2012


1,908,334,000

1,908,334,000

125,000,000

125,000,000

466,666,000 466,666,000

Total 2,500,000,000 2,500,000,000

1,733,221,870 1,733,221,870

87,500,000 112,500,000

466,666,000 466,666,000

Total 2,287,387,870 2,312,387,870

3.1 Reconciliation of number and amount of Shares

Number of Shares (Amount in Rs.) Number of Shares (Amount in Rs.)

Balance as at the beginning of the year 190,833,400 1,908,334,000 250,000,000 2,500,000,000

- - (12,500,000) (125,000,000)

- - (46,666,600) (466,666,000)

Balance as at the end of the year (A) 190,833,400 1,908,334,000 190,833,400 1,908,334,000

Balance as at the beginning of the year 12,500,000 125,000,000 - - - - 12,500,000 125,000,000

Balance as at the end of the year (B) 12,500,000 125,000,000 12,500,000 125,000,000

Balance as at the beginning of the year 46,666,600

466,666,000

-

-

-

-

46,666,600

466,666,000

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

466,666,000

46,666,600

466,666,000

250,000,000

2,500,000,000

250,000,000

2,500,000,000


1,733,221,870

173,322,137

1,733,221,370 -

-

50 500

Balance as at the end of the year (A) 173,322,187

1,733,221,870

173,322,187

1,733,221,870


112,500,000

-

- -

-

12,500,000

125,000,000

2,500,000

25,000,000

(1,250,000)

(12,500,000) Balance as at the end of the year (B) 8,750,000

87,500,000

11,250,000

112,500,000


466,666,000

-

-

-

-

46,666,600

466,666,000

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

466,666,000

46,666,600

466,666,000

228,738,787

2,287,387,870

231,238,787

2,312,387,870

Share Capital

Equity Shares of Rs. 10 each

1% Non Convertible Cumulative Redeemable Preference

Shares of Rs. 10 each

Less: Redemption of Preference Shares (refer note 3.1 (a))

Add: Shares issued during the year (refer note 3.1 (b)(i))

8,750,000 (March 31, 2012: 11,250,000) 1% Non Convertible Cumulative Redeemable Preference Shares

of Rs. 10 each

Reclassified from Equity Shares of Rs. 10 each

Add: Shares issued during the year (refer note 3.1 (b)(ii))

Add: Shares issued during the year (refer note 3.1 (b)(iii)

and 3.1(b)(iv))

Particulars As at March 31, 2013 As at March 31, 2012

Authorised

Equity Shares of 10 each

Particulars

Authorised:

190,833,400 (March 31, 2012: 190,833,400) Equity Shares of Rs.10 each

12,500,000 (March 31, 2012: 12,500,000) Non Convertible Cumulative Redeemable Preference Shares of

Rs. 10 each

Issued, Subscribed & Fully paid up173,322,187 (March 31, 2012: 173,322,187) Equity Shares of Rs. 10 each

46,666,600 (March 31, 2012: 46,666,600) Compulsorily Convertible Preference Shares of Rs. 10 each

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

Issued, Subscribed & Fully paid up


Non Convertible Cumulative Redeemable Preference


Reclassified into Compulsorily Convertible Preference


46,666,600 (March 31, 2012: 46,666,600) 0.01% Compulsorily Convertible Preference Shares of Rs. 10

each

Reclassified into Non Convertible Cumulative Redeemable

Preference Shares of Rs. 10 each

Compulsorily Convertible Preference Shares of Rs. 10 each


0.01% Compulsorily Convertible Preference Shares of Rs.

10 each

Notes:

3.1

3.2

3.3

The Company has two classes of Preference Shares:

1% Non Convertible Cumulative Redeemable Preference Shares (NCPS)

0.01% Compulsorily Convertible Preference Shares(CCPS):

1% Non Convertible Cumulative Redeemable Preference Shares (NCPS): The face value of each share is Rs. 10. The shares shall have same voting

rights applicable to the preference shares under the Companies Act, 1956. Each preference share entitles the holder a right to receive, in priority to

Equity shareholder, preference dividend on cumulative basis at a fixed rate of 1% per financial year, to be paid out of the profits available for

distribution and resolved to be distributed on or before the dates as per the terms of issue. In the event of liquidation of the Company, the holder is

entitled to receive in priority to all equity shares, amount equal to the total of paid up capital plus the redemption premium and unpaid dividend as

per the terms of issue.

Series A : The face value of each share is Rs. 10. The shareholders shall have same voting rights applicable to the preference shares under the

Companies Act, 1956. Each preference share entitles the holder a right to receive, in priority to Equity shareholder, preference dividend on

cumulative basis at a fixed rate of 0.01% per financial year as per the terms of issue. Series B: The face value of each share is Rs. 10. The shareholders shall have same voting rights applicable to the preference shares under the


cumulative basis at a fixed rate of 0.01% per financial year as per the terms of issue.

The Company has only one class of equity shares having a par value of Rs 10 per share. Each shareholder is entitled to one vote per share. The

Company declares and pays dividend in Indian Rupee. The dividend proposed by the Board of the Directors is subject to the approval of the

shareholders in the ensuing Annual General Meeting except in case of Interim Dividend. In the event of the liquidation of the Company, the holder

of the equity shares will be entitled to receive any of the remaining assets of the Company, after distribution of all prefrential amounts. The

distribution will be in proportion of the number of the equity shares held by the equity share holders.

During the year the Company has redeemed 2,500,000 (Previous year 1,250,000) 1% Non Convertible Cumulative Redeemable Preference Shares

of Rs. 10 each along with redemption premium in accordance with the terms of issue of said Preference Shares. The premium paid on redemption

has been adjusted with securities premium account in accordance with provisions of section 78 of the Companies Act, 1956.

(i) The Company issued and allotted 30 Equity Shares of Rs 10 each at a premium of Rs 90 each, aggregating Rs 3,000 to Avigo PE Investments

Limited, a company registered under Law of Mauritius, on December 28, 2011 and 20 Equity Shares of Rs 10 each at a premium of Rs 90 each,

aggregating Rs 2,000 to NYLIM Jacob Ballas India Fund III, LLC, a company registered under Law of Mauritius, on January 27, 2012.

(ii) Issued and allotted 12,500,000 1% Non Convertible Cumulative Redeemable Preference Shares of Rs 10 each at a premium of Rs 90 each,

aggregating Rs 1,250,000,000 to ICICI Bank Limited on August 9, 2011. These shares shall be redeemed in 20 installments starting from

December 30, 2011 and ending on September 30, 2016 by paying the applicable redemption amount and redemption premium as per the

terms of issue. Share Issue expenses incurred for aforesaid shares of Rs. 50,342,500 has been adjusted with securities premium in accordance

with provisions of section 78 of the Companies Act, 1956.

(iii) Issued and allotted 19,999,960 Series A 0.01% Compulsorily Convertible Preference Shares (CCPS)of Rs 10 each at a premium of Rs 65 each,

aggregating Rs 1,499,997,000 to Avigo PE Investments Limited on December 28, 2011. Share Issue expenses incurred for aforesaid shares of

Rs. 5,450,150 has been adjusted with securities premium in accordance with provisions of section 78 of the Companies Act, 1956.

(iv) Issued and allotted 26,666,640 Series B 0.01% Compulsorily Convertible Preference Shares (CCPS) of Rs 10 each at a premium of Rs 65 per

share, aggregating to Rs 1,999,998,000 to NYLIM Jacob Ballas India Fund III, LLC on January 27, 2012. Share Issue expenses incurred for

aforesaid shares of Rs. 3,989,526 has been adjusted with securities premium in accordance with provisions of section 78 of the Companies

Act, 1956.

(b) During the previous year :

The rights, preferences and restrictions attaching to preference shares including restriction on the distribution of dividend and the repayment of capital is

as under:

The rights, preferences and restrictions attaching to equity shares and the repayment of capital is as under:

(a) During the year :

3.4

As at

March 31, 2013

As at

March 31, 2012


1,733,221,370 1,733,221,370

Total 1,733,221,370 1,733,221,370

173,322,137 Shares (Previous Year: 173,322,137 shares) held by Religare Enterprises Limited and its

nominees)

Particulars

Shares held by Holding Company


3

As at

March 31, 2013

As at

March 31, 2012


1,908,334,000

1,908,334,000

125,000,000

125,000,000

466,666,000 466,666,000

Total 2,500,000,000 2,500,000,000

1,733,221,870 1,733,221,870

87,500,000 112,500,000

466,666,000 466,666,000

Total 2,287,387,870 2,312,387,870

3.1 Reconciliation of number and amount of Shares

Number of Shares (Amount in Rs.) Number of Shares (Amount in Rs.)

Balance as at the beginning of the year 190,833,400 1,908,334,000 250,000,000 2,500,000,000

- - (12,500,000) (125,000,000)

- - (46,666,600) (466,666,000)

Balance as at the end of the year (A) 190,833,400 1,908,334,000 190,833,400 1,908,334,000

Balance as at the beginning of the year 12,500,000 125,000,000 - - - - 12,500,000 125,000,000

Balance as at the end of the year (B) 12,500,000 125,000,000 12,500,000 125,000,000


466,666,000

-

-

-

-

46,666,600

466,666,000

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

466,666,000

46,666,600

466,666,000

250,000,000

2,500,000,000

250,000,000

2,500,000,000


1,733,221,870

173,322,137

1,733,221,370 -

-

50 500

Balance as at the end of the year (A) 173,322,187

1,733,221,870

173,322,187

1,733,221,870


112,500,000

-

- -

-

12,500,000

125,000,000

2,500,000

25,000,000

(1,250,000)

(12,500,000) Balance as at the end of the year (B) 8,750,000

87,500,000

11,250,000

112,500,000


466,666,000

-

-

-

-

46,666,600

466,666,000

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

466,666,000

46,666,600

466,666,000

228,738,787

2,287,387,870

231,238,787

2,312,387,870

Share Capital

Equity Shares of Rs. 10 each

1% Non Convertible Cumulative Redeemable Preference


Less: Redemption of Preference Shares (refer note 3.1 (a))

Add: Shares issued during the year (refer note 3.1 (b)(i))

8,750,000 (March 31, 2012: 11,250,000) 1% Non Convertible Cumulative Redeemable Preference Shares

of Rs. 10 each


Add: Shares issued during the year (refer note 3.1 (b)(ii))

Add: Shares issued during the year (refer note 3.1 (b)(iii)

and 3.1(b)(iv))

Particulars As at March 31, 2013 As at March 31, 2012

Authorised

Equity Shares of 10 each

Particulars

Authorised:

190,833,400 (March 31, 2012: 190,833,400) Equity Shares of Rs.10 each

12,500,000 (March 31, 2012: 12,500,000) Non Convertible Cumulative Redeemable Preference Shares of

Rs. 10 each

Issued, Subscribed & Fully paid up173,322,187 (March 31, 2012: 173,322,187) Equity Shares of Rs. 10 each

46,666,600 (March 31, 2012: 46,666,600) Compulsorily Convertible Preference Shares of Rs. 10 each


Issued, Subscribed & Fully paid up


Non Convertible Cumulative Redeemable Preference


Reclassified into Compulsorily Convertible Preference


46,666,600 (March 31, 2012: 46,666,600) 0.01% Compulsorily Convertible Preference Shares of Rs. 10

each

Reclassified into Non Convertible Cumulative Redeemable

Preference Shares of Rs. 10 each

Compulsorily Convertible Preference Shares of Rs. 10 each


0.01% Compulsorily Convertible Preference Shares of Rs.

10 each

Notes:

3.1

3.2

3.3

The Company has two classes of Preference Shares:

1% Non Convertible Cumulative Redeemable Preference Shares (NCPS)

0.01% Compulsorily Convertible Preference Shares(CCPS):

1% Non Convertible Cumulative Redeemable Preference Shares (NCPS): The face value of each share is Rs. 10. The shares shall have same voting

rights applicable to the preference shares under the Companies Act, 1956. Each preference share entitles the holder a right to receive, in priority to

Equity shareholder, preference dividend on cumulative basis at a fixed rate of 1% per financial year, to be paid out of the profits available for

distribution and resolved to be distributed on or before the dates as per the terms of issue. In the event of liquidation of the Company, the holder is

entitled to receive in priority to all equity shares, amount equal to the total of paid up capital plus the redemption premium and unpaid dividend as

per the terms of issue.

Series A : The face value of each share is Rs. 10. The shareholders shall have same voting rights applicable to the preference shares under the


cumulative basis at a fixed rate of 0.01% per financial year as per the terms of issue. Series B: The face value of each share is Rs. 10. The shareholders shall have same voting rights applicable to the preference shares under the


cumulative basis at a fixed rate of 0.01% per financial year as per the terms of issue.

The Company has only one class of equity shares having a par value of Rs 10 per share. Each shareholder is entitled to one vote per share. The

Company declares and pays dividend in Indian Rupee. The dividend proposed by the Board of the Directors is subject to the approval of the

shareholders in the ensuing Annual General Meeting except in case of Interim Dividend. In the event of the liquidation of the Company, the holder

of the equity shares will be entitled to receive any of the remaining assets of the Company, after distribution of all prefrential amounts. The

distribution will be in proportion of the number of the equity shares held by the equity share holders.

During the year the Company has redeemed 2,500,000 (Previous year 1,250,000) 1% Non Convertible Cumulative Redeemable Preference Shares

of Rs. 10 each along with redemption premium in accordance with the terms of issue of said Preference Shares. The premium paid on redemption

has been adjusted with securities premium account in accordance with provisions of section 78 of the Companies Act, 1956.

(i) The Company issued and allotted 30 Equity Shares of Rs 10 each at a premium of Rs 90 each, aggregating Rs 3,000 to Avigo PE Investments

Limited, a company registered under Law of Mauritius, on December 28, 2011 and 20 Equity Shares of Rs 10 each at a premium of Rs 90 each,

aggregating Rs 2,000 to NYLIM Jacob Ballas India Fund III, LLC, a company registered under Law of Mauritius, on January 27, 2012.

(ii) Issued and allotted 12,500,000 1% Non Convertible Cumulative Redeemable Preference Shares of Rs 10 each at a premium of Rs 90 each,

aggregating Rs 1,250,000,000 to ICICI Bank Limited on August 9, 2011. These shares shall be redeemed in 20 installments starting from

December 30, 2011 and ending on September 30, 2016 by paying the applicable redemption amount and redemption premium as per the

terms of issue. Share Issue expenses incurred for aforesaid shares of Rs. 50,342,500 has been adjusted with securities premium in accordance

with provisions of section 78 of the Companies Act, 1956.

(iii) Issued and allotted 19,999,960 Series A 0.01% Compulsorily Convertible Preference Shares (CCPS)of Rs 10 each at a premium of Rs 65 each,

aggregating Rs 1,499,997,000 to Avigo PE Investments Limited on December 28, 2011. Share Issue expenses incurred for aforesaid shares of

Rs. 5,450,150 has been adjusted with securities premium in accordance with provisions of section 78 of the Companies Act, 1956.

(iv) Issued and allotted 26,666,640 Series B 0.01% Compulsorily Convertible Preference Shares (CCPS) of Rs 10 each at a premium of Rs 65 per

share, aggregating to Rs 1,999,998,000 to NYLIM Jacob Ballas India Fund III, LLC on January 27, 2012. Share Issue expenses incurred for

aforesaid shares of Rs. 3,989,526 has been adjusted with securities premium in accordance with provisions of section 78 of the Companies

Act, 1956.

(b) During the previous year :

The rights, preferences and restrictions attaching to preference shares including restriction on the distribution of dividend and the repayment of capital is

as under:

The rights, preferences and restrictions attaching to equity shares and the repayment of capital is as under:

(a) During the year :

3.4

As at

March 31, 2013

As at

March 31, 2012


1,733,221,370 1,733,221,370

Total 1,733,221,370 1,733,221,370

173,322,137 Shares (Previous Year: 173,322,137 shares) held by Religare Enterprises Limited and its

nominees)

Particulars

Shares held by Holding Company


3.5

No. of Shares held % of Holding No. of Shares held % of Holding

173,322,137 173,322,137 More than 99.99%

8,750,000 11,250,000 100%

19,999,960 19,999,960 100%

26,666,640 26,666,640 100%

3.6

3.7 The terms of securities (preference shares / debentures) convertible into equity share are as under:

a)

NYLIM Jacob Ballas India Fund II LLC (0.01% Compulsorily

Convertible Prefrence Shares) - Series B

a.Equity Shares

b.Preference Shares


Religare Enterprise Limited & its Nominees

(refer note 3.1(b))

ICICI Bank Ltd (1% Non Convertible Cumulative

Redeemable Preference Shares)

Avigo PE Investments Limited (0.01% Compulsorily

Convertible Prefrence Shares)- Series A

Name of Shareholder

Details of shares held by the shareholders holding more than 5% of the aggregate shares in the Company.

Refer Note 5.1 I (iii) for terms of issue and conversion of these CCDs.

Refer Note 40 (i) for details of shares to be issued under the Employee Stock Option Plan.

10.90% Secured Compulsorily Convertible Debentures (CCDS):


The particulars of shares reserved for issue under options

b) 0.01% Compulsorily Convertible Preference Shares (CCPS)

Series A:

Series B:

3.8

Conversions shall happen :


There are no shares bought back by the Company during the period of 5 years immediately preceeding the Balance Sheet date.

More than 99.99%

100%

100%

100%

(i) only after approval of the audited financial statements for the F.Y 2013 by the Board (Compulsorily Holding Period) and at any time after the

Compulsorily Holding Period upon written notice by the Investor requiring the Company to convert the CCPS into Equity Shares, provided

however that notwithstanding anything to the contrary, the CCPS shall automatically convert into Equity Shares upon the expiry of the 7th

Anniversary of the closing date (mandatory conversion date) or (ii) automatically, at any time prior to the mandatory conversion date, immediately prior to the occurance of a QIPO whether or not the

Compulsorily Holding Period has expired.

(i) only after approval of the audited financial statement for the F.Y. 2013 (lock in period), and at any time after the lock in period upon written

notice by the Allottee requiring the Company to convert the Subscription Shares into Equity Shares, provided however, that notwithstanding

anything to the contrary, the Subscription Shares shall automatically convert into Equity Shares upon the expiry of the 7th anniversary of the

closing date (Mandatory Conversion Date) or (ii) automatically, at any time prior to the mandatory conversion date, immediately prior to the occurence of a QIPO whether or not the lock in

period has expired.

As at

March 31, 2013

As at

March 31, 2012


15,960,512,549 12,070,135,480

- 4,500

- 4,158,329,000

59,782,176

350,707,425 208,174,255

Balance as at the end of the year 15,609,805,124 15,960,512,549

827,969,333 -

- 827,969,333

827,969,333 827,969,333

380,957,414 270,699,298

148,324,388 110,258,116

529,281,802 380,957,414

931,827,372 656,182,085

370,810,972 275,645,287

1,302,638,344 931,827,372

391,991,641 1,371,098,038

1,854,054,859 1,378,226,437

Amount available for appropriation 2,246,046,500 2,749,324,475

(450,637,686) (953,272,029)

(98,217,018) (29,394,774)

(937,500) (1,187,501)

(89,190,040) (159,605,794)

Less: Transfer to General Reserve (Refer note 34.1(ii)) (148,324,388) (110,258,116)

Less: Transfer to Statutory Reserves (Refer note 4.2) (370,810,972) (275,645,287)

- (827,969,333)

1,087,928,896 391,991,641

19,357,623,499 18,493,258,309

e. Surplus

Add: Transferred from Surplus in Statement of Profit and Loss

Less: Transfer to Debenture Redemption Reserve (Refer note 4.1)



Less: Corporate Dividend Tax (Refer note 34.1(i), 34.1(ii)

Less: Dividend on Preference Shares(Refer note 34.1(i))

Add: Profit for the current year

Expenses related to Preference Share issue (Refer Note 3.1 (b)(ii),(iii)&(iv))


Balance as at the beginning of the year

Premium on redemption of Preference Shares (Refer Note 3.1 (b)(ii) and 3.1 (a))

b. Debenture Redemption Reserve (refer note 4.1)


d. Statutory Reserve (Refer Note 4.2)



Less: Proposed Final Dividend on Equity Shares (Refer note 34.1(ii))

Less: Proposed Final Dividend on Preference Shares (Refer note 34.1(ii))


Total

Particulars


Add : Securities premium credited on issue of Equity Shares (refer note 3.1(b)(i))

Less : Premium Utilised for various reasons

a. Securities Premium Account

Add : Securities premium credited on issue of Preference Shares (refer note 3.1 (b)(ii),(iii)&(iv))



c.General Reserve (refer note 34.1)

4 Reserves and Surplus

-

4.1 In view of the Public issue of Series-2 of Non-Convertible Debentures (NCDs) (‘Series-2’) aggregating Rs. 3,320,489,000 (Previous year Public issue

of Series-1 of Non-Convertible Debentures (NCDs) (‘Series-1’) aggregating Rs. 7,538,049,000) made by the Company in October 2012 and in terms

of the provisions of Section 117 C of the Companies Act, 1956 read with General Circular no.9/2002 dated April 18, 2002 as amended by General

Circular No. 4/2013 dated February 11, 2013 issued by the Ministry of Corporate Affairs, the Company has transferred Rs. Nil (Previous year Rs.

827,969,333) out of the Profit After Tax after the transfer to Statutory Reserve to Debenture Redemption Reserve. Debenture Redemption Reserve

('DRR') would be provided according to periodic requirement for redemption of Series-1 & Series-2. DRR would first be provided for redemption of

Option-II of Series-1, due for redemption on September 23, 2014. After redemption of Option-II, remaining amount of DRR provided for Option-II

of Series-1 would be considered for redemption of Series-1 (Option-I) and Series-2 (Series-1 to V (Cat-1 to V)).

4.2 In accordance with the provisions of section 45-IC of the RBI Act, 1934, the Company has created a Reserve and during the year the Company has

transferred 20% profit after tax i.e. an amount of Rs. 370,810,972 (previous year Rs.275,645,287) to the said Reserve.


3.5

No. of Shares held % of Holding No. of Shares held % of Holding

173,322,137 173,322,137 More than 99.99%

8,750,000 11,250,000 100%

19,999,960 19,999,960 100%

26,666,640 26,666,640 100%

3.6

3.7 The terms of securities (preference shares / debentures) convertible into equity share are as under:

a)

NYLIM Jacob Ballas India Fund II LLC (0.01% Compulsorily

Convertible Prefrence Shares) - Series B

a.Equity Shares

b.Preference Shares


Religare Enterprise Limited & its Nominees

(refer note 3.1(b))

ICICI Bank Ltd (1% Non Convertible Cumulative

Redeemable Preference Shares)

Avigo PE Investments Limited (0.01% Compulsorily

Convertible Prefrence Shares)- Series A

Name of Shareholder

Details of shares held by the shareholders holding more than 5% of the aggregate shares in the Company.

Refer Note 5.1 I (iii) for terms of issue and conversion of these CCDs.

Refer Note 40 (i) for details of shares to be issued under the Employee Stock Option Plan.

10.90% Secured Compulsorily Convertible Debentures (CCDS):


The particulars of shares reserved for issue under options

b) 0.01% Compulsorily Convertible Preference Shares (CCPS)

Series A:

Series B:

3.8



There are no shares bought back by the Company during the period of 5 years immediately preceeding the Balance Sheet date.

More than 99.99%

100%

100%

100%

(i) only after approval of the audited financial statements for the F.Y 2013 by the Board (Compulsorily Holding Period) and at any time after the

Compulsorily Holding Period upon written notice by the Investor requiring the Company to convert the CCPS into Equity Shares, provided

however that notwithstanding anything to the contrary, the CCPS shall automatically convert into Equity Shares upon the expiry of the 7th

Anniversary of the closing date (mandatory conversion date) or (ii) automatically, at any time prior to the mandatory conversion date, immediately prior to the occurance of a QIPO whether or not the

Compulsorily Holding Period has expired.

(i) only after approval of the audited financial statement for the F.Y. 2013 (lock in period), and at any time after the lock in period upon written

notice by the Allottee requiring the Company to convert the Subscription Shares into Equity Shares, provided however, that notwithstanding

anything to the contrary, the Subscription Shares shall automatically convert into Equity Shares upon the expiry of the 7th anniversary of the

closing date (Mandatory Conversion Date) or (ii) automatically, at any time prior to the mandatory conversion date, immediately prior to the occurence of a QIPO whether or not the lock in

period has expired.

As at

March 31, 2013

As at

March 31, 2012


15,960,512,549 12,070,135,480

- 4,500

- 4,158,329,000

59,782,176

350,707,425 208,174,255

Balance as at the end of the year 15,609,805,124 15,960,512,549

827,969,333 -

- 827,969,333

827,969,333 827,969,333

380,957,414 270,699,298

148,324,388 110,258,116

529,281,802 380,957,414

931,827,372 656,182,085

370,810,972 275,645,287

1,302,638,344 931,827,372

391,991,641 1,371,098,038

1,854,054,859 1,378,226,437

Amount available for appropriation 2,246,046,500 2,749,324,475

(450,637,686) (953,272,029)

(98,217,018) (29,394,774)

(937,500) (1,187,501)

(89,190,040) (159,605,794)

Less: Transfer to General Reserve (Refer note 34.1(ii)) (148,324,388) (110,258,116)

Less: Transfer to Statutory Reserves (Refer note 4.2) (370,810,972) (275,645,287)

- (827,969,333)

1,087,928,896 391,991,641

19,357,623,499 18,493,258,309

e. Surplus


Less: Transfer to Debenture Redemption Reserve (Refer note 4.1)



Less: Corporate Dividend Tax (Refer note 34.1(i), 34.1(ii)

Less: Dividend on Preference Shares(Refer note 34.1(i))

Add: Profit for the current year

Expenses related to Preference Share issue (Refer Note 3.1 (b)(ii),(iii)&(iv))



Premium on redemption of Preference Shares (Refer Note 3.1 (b)(ii) and 3.1 (a))

b. Debenture Redemption Reserve (refer note 4.1)


d. Statutory Reserve (Refer Note 4.2)



Less: Proposed Final Dividend on Equity Shares (Refer note 34.1(ii))

Less: Proposed Final Dividend on Preference Shares (Refer note 34.1(ii))


Total

Particulars


Add : Securities premium credited on issue of Equity Shares (refer note 3.1(b)(i))

Less : Premium Utilised for various reasons

a. Securities Premium Account

Add : Securities premium credited on issue of Preference Shares (refer note 3.1 (b)(ii),(iii)&(iv))



c.General Reserve (refer note 34.1)

4 Reserves and Surplus

-

4.1 In view of the Public issue of Series-2 of Non-Convertible Debentures (NCDs) (‘Series-2’) aggregating Rs. 3,320,489,000 (Previous year Public issue

of Series-1 of Non-Convertible Debentures (NCDs) (‘Series-1’) aggregating Rs. 7,538,049,000) made by the Company in October 2012 and in terms

of the provisions of Section 117 C of the Companies Act, 1956 read with General Circular no.9/2002 dated April 18, 2002 as amended by General

Circular No. 4/2013 dated February 11, 2013 issued by the Ministry of Corporate Affairs, the Company has transferred Rs. Nil (Previous year Rs.

827,969,333) out of the Profit After Tax after the transfer to Statutory Reserve to Debenture Redemption Reserve. Debenture Redemption Reserve

('DRR') would be provided according to periodic requirement for redemption of Series-1 & Series-2. DRR would first be provided for redemption of

Option-II of Series-1, due for redemption on September 23, 2014. After redemption of Option-II, remaining amount of DRR provided for Option-II

of Series-1 would be considered for redemption of Series-1 (Option-I) and Series-2 (Series-1 to V (Cat-1 to V)).

4.2 In accordance with the provisions of section 45-IC of the RBI Act, 1934, the Company has created a Reserve and during the year the Company has

transferred 20% profit after tax i.e. an amount of Rs. 370,810,972 (previous year Rs.275,645,287) to the said Reserve.


5

As at

March 31, 2013

As at

March 31, 2012


15,608,538,000 10,551,049,000

34,904,341,993 37,831,422,257

3,720,000,000 450,000,000

54,232,879,993 48,832,471,257

4,728,000,000 3,528,000,000

1,250,000,000 1,250,000,000

5,978,000,000 4,778,000,000

60,210,879,993 53,610,471,257

The requisite particulars of Long term borrowings in respect of Secured Borrowings & Unsecured Borrowings are as under:

5.1 Schedule of Debentures

Particulars

I. Secured Total Current Maturity Non Current

Maturity

Total Current Maturity Non Current

Maturity

Redeemable Non -

Convertible Debentures

(i) Privately placed 4,451,000,000 1,201,000,000 3,250,000,000 6,426,476,823 4,913,476,823 1,513,000,000

(ii) Publicly placed 10,858,538,000 - 10,858,538,000 7,538,049,000 - 7,538,049,000

Compulsorily Convertible

Debentures

(iii) Compulsorily


1,500,000,000 - 1,500,000,000 1,500,000,000 - 1,500,000,000

Total (I) 16,809,538,000 1,201,000,000 15,608,538,000 15,464,525,823 4,913,476,823 10,551,049,000

II. Unsecured

(i) Privately placed

Redeemable Non -


4,728,000,000 - 4,728,000,000 3,528,000,000 - 3,528,000,000

Total (II) 4,728,000,000 - 4,728,000,000 3,528,000,000 - 3,528,000,000

Grand Total (I+II) 21,537,538,000 1,201,000,000 20,336,538,000 18,992,525,823 4,913,476,823 14,079,049,000

I. Secured Debentures

S. No. Coupon Rate

(%) p.a.

As at

March 31, 2013

(Amount in Rs.)

As at

March 31, 2012

(Amount in Rs.)

Date of Allotment Redemption Due On Put / Call Option

1 12.50% 2,000,000 2,000,000 8-Feb-12 8-Feb-17

2 INDEX LINKED 20,000,000 - 17-Sep-12 4-Nov-15

3 INDEX LINKED 71,200,000 - 11-Sep-12 29-Oct-15

4 10.50% 521,200,000 521,200,000 30-Sep-10 30-Sep-15

5 INDEX LINKED 244,400,000 - 8-Aug-12 25-Sep-15

- From banks (refer note 5.2 (i))

Long Term Borrowings

As at March 31, 2013 (Amount in Rs.) As at March 31, 2012 (Amount in Rs.)

Particulars

Additional particulars of debentures in descending order of maturity as per sub-clause (iv) of clause C of Part I of Schedule VI to the Companies Act,

1956

Secured Loans

Debentures (refer note 5.1)

Term Loans

- From others (refer note 5.2 (ii))

Sub Total

Unsecured Loans


Grand Total

- From banks (refer note 5.2 (iii))

Term Loans

Sub Total

(i) Details of Privately Placed Secured Redeemable Non Convertible Debentures (NCD's) outstanding as on March 31, 2013 which are secured by

Pari Passu mortgage over the Company’s immovable property situated at Kadi Taluka, Distt. Mehsana (Gujarat) and first and exclusive charge/ first

Pari Passu charge over standard business receivables / unencumbered receivables with Asset Cover ranging from 1 X to 1.25 X over Company's

business receivables:

Details of Privately Placed Secured Redeemable Non Convertible Debentures (NCD's) outstanding as on March 31, 2013, Continued

S. No. Coupon Rate

(%) p.a.

As at

March 31, 2013

(Amount in Rs.)

As at

March 31, 2012

(Amount in Rs.)


6 12.75% 500,000,000 - 8-Aug-12 8-Aug-15

7 10.50% 390,900,000 390,900,000 30-Sep-10 30-Mar-15

8 12.25% 7,000,000 7,000,000 8-Feb-12 8-Feb-15

9 11.75% (^) 1,000,000 1,000,000 8-Feb-12 8-Feb-15 8-Aug-13

10 10.85% (^) 1,000,000,000 21-Jan-13 21-Jan-15 21-Apr-13


12 10.50% 390,900,000 390,900,000 30-Sep-10 30-Sep-14



15 12.50% (*) 950,000,000 - 29-Jun-12 28-Jun-14

16 10.00% 200,000,000 200,000,000 30-Sep-10 30-Sep-13

17 11.40% (^^) - 1,000,000,000 26-Sep-11 25-Mar-13 25-Jun-12

18 9.10% - 670,000,000 17-Nov-09 17-Nov-12

19 11.00% - 230,000,000 15-Jul-11 15-Aug-12

20 11.75% - 260,000,000 18-Mar-11 2-Jul-12

21 12.00% - 250,000,000 31-Mar-11 15-Jun-12

22 11.75% - 200,000,000 18-Mar-11 6-Jun-12

23 11.75% - 700,000,000 18-Mar-11 18-May-12

24 11.75% - 330,000,000 18-Mar-11 15-May-12

25 11.00% (**) - 543,476,823 13-Apr-11 15-May-12

26 12.00% - 230,000,000 31-Mar-11 27-Apr-12

27 12.00% - 500,000,000 31-Mar-11 23-Apr-12

Total 4,451,000,000 6,426,476,823

S. No. Coupon Rate

(%) p.a.

As at

March 31, 2013

(Amount in Rs.)

As at

March 31, 2012

(Amount in Rs.)


1 12.25% (*) 56,134,000 - 9-Oct-12 9-Oct-18

2 12.62% (*) 313,210,000 - 9-Oct-12 9-Aug-18

3 12.25% 137,515,000 - 9-Oct-12 9-Oct-17

4 12.50% 440,918,000 - 9-Oct-12 9-Oct-17

5 12.25% (*) 45,205,000 - 9-Oct-12 9-Oct-17

6 12.50% (*) 96,178,000 - 9-Oct-12 9-Oct-17

7 12.10% 225,800,000 225,800,000 23-Sep-11 23-Sep-16

8 12.25% 1,254,711,000 1,254,711,000 23-Sep-11 23-Sep-16

9 12.50% 1,089,722,000 1,089,722,000 23-Sep-11 23-Sep-16

10 12.25% 1,906,582,000 - 9-Oct-12 10-Oct-15

11 12.25% (*) 324,747,000 - 9-Oct-12 10-Oct-15

12 12.00% 2,651,300,000 2,651,300,000 23-Sep-11 23-Sep-14

13 12.15% 1,596,193,000 1,596,193,000 23-Sep-11 23-Sep-14

14 12.25% 720,323,000 720,323,000 23-Sep-11 23-Sep-14Total 10,858,538,000 7,538,049,000

(*) - denotes Effective Yield (% per annum)

The above debentures are privately placed with Mutual Funds (AMCs), Pension funds, Provident Funds, Banks, Individuals and Corporates.

During the year:-

During the pervious year:-

-

(*) The Company has bought back Non- convertible Debentures of face value Rs. 400,000,000 on 10-Jan-2013. (^) This is a debenture with embedded Put / Call Option, hence based on the earliest date for exercising option, the same has been assumed to have

Current Maturity.

(^^) This is a debenture with embedded Put / Call Option and the earliest date for exercising option was 25-Jun-2012. Hence same had been assumed

to have Current Maturity. (**) These debentures having maturity value of Rs. 550,000,000 had been issued at discount. Unamortised discount as on March 31,2012 was Rs.

6,523,177.

(ii) Details of Publicly Placed Secured Redeemable Non Convertible Debentures (NCDs) outstanding as on March 31,2013 which are secured by

pari passu mortgage over the Company’s immovable property situated at Kadi Taluka, Distt. Mehsana (Gujarat) and first pari passu floating charge

over Company's business receivables as applicable:


5

As at

March 31, 2013

As at

March 31, 2012


15,608,538,000 10,551,049,000

34,904,341,993 37,831,422,257

3,720,000,000 450,000,000

54,232,879,993 48,832,471,257

4,728,000,000 3,528,000,000

1,250,000,000 1,250,000,000

5,978,000,000 4,778,000,000

60,210,879,993 53,610,471,257

The requisite particulars of Long term borrowings in respect of Secured Borrowings & Unsecured Borrowings are as under:

5.1 Schedule of Debentures

Particulars

I. Secured Total Current Maturity Non Current

Maturity

Total Current Maturity Non Current

Maturity

Redeemable Non -


(i) Privately placed 4,451,000,000 1,201,000,000 3,250,000,000 6,426,476,823 4,913,476,823 1,513,000,000

(ii) Publicly placed 10,858,538,000 - 10,858,538,000 7,538,049,000 - 7,538,049,000


Debentures

(iii) Compulsorily


1,500,000,000 - 1,500,000,000 1,500,000,000 - 1,500,000,000

Total (I) 16,809,538,000 1,201,000,000 15,608,538,000 15,464,525,823 4,913,476,823 10,551,049,000

II. Unsecured

(i) Privately placed

Redeemable Non -


4,728,000,000 - 4,728,000,000 3,528,000,000 - 3,528,000,000

Total (II) 4,728,000,000 - 4,728,000,000 3,528,000,000 - 3,528,000,000

Grand Total (I+II) 21,537,538,000 1,201,000,000 20,336,538,000 18,992,525,823 4,913,476,823 14,079,049,000

I. Secured Debentures

S. No. Coupon Rate

(%) p.a.

As at

March 31, 2013

(Amount in Rs.)

As at

March 31, 2012

(Amount in Rs.)


1 12.50% 2,000,000 2,000,000 8-Feb-12 8-Feb-17

2 INDEX LINKED 20,000,000 - 17-Sep-12 4-Nov-15


4 10.50% 521,200,000 521,200,000 30-Sep-10 30-Sep-15


- From banks (refer note 5.2 (i))

Long Term Borrowings

As at March 31, 2013 (Amount in Rs.) As at March 31, 2012 (Amount in Rs.)

Particulars

Additional particulars of debentures in descending order of maturity as per sub-clause (iv) of clause C of Part I of Schedule VI to the Companies Act,

1956

Secured Loans


Term Loans

- From others (refer note 5.2 (ii))

Sub Total

Unsecured Loans


Grand Total

- From banks (refer note 5.2 (iii))

Term Loans

Sub Total

(i) Details of Privately Placed Secured Redeemable Non Convertible Debentures (NCD's) outstanding as on March 31, 2013 which are secured by

Pari Passu mortgage over the Company’s immovable property situated at Kadi Taluka, Distt. Mehsana (Gujarat) and first and exclusive charge/ first

Pari Passu charge over standard business receivables / unencumbered receivables with Asset Cover ranging from 1 X to 1.25 X over Company's

business receivables:

Details of Privately Placed Secured Redeemable Non Convertible Debentures (NCD's) outstanding as on March 31, 2013, Continued

S. No. Coupon Rate

(%) p.a.

As at

March 31, 2013

(Amount in Rs.)

As at

March 31, 2012

(Amount in Rs.)


6 12.75% 500,000,000 - 8-Aug-12 8-Aug-15

7 10.50% 390,900,000 390,900,000 30-Sep-10 30-Mar-15

8 12.25% 7,000,000 7,000,000 8-Feb-12 8-Feb-15

9 11.75% (^) 1,000,000 1,000,000 8-Feb-12 8-Feb-15 8-Aug-13

10 10.85% (^) 1,000,000,000 21-Jan-13 21-Jan-15 21-Apr-13


12 10.50% 390,900,000 390,900,000 30-Sep-10 30-Sep-14



15 12.50% (*) 950,000,000 - 29-Jun-12 28-Jun-14

16 10.00% 200,000,000 200,000,000 30-Sep-10 30-Sep-13

17 11.40% (^^) - 1,000,000,000 26-Sep-11 25-Mar-13 25-Jun-12

18 9.10% - 670,000,000 17-Nov-09 17-Nov-12

19 11.00% - 230,000,000 15-Jul-11 15-Aug-12

20 11.75% - 260,000,000 18-Mar-11 2-Jul-12

21 12.00% - 250,000,000 31-Mar-11 15-Jun-12

22 11.75% - 200,000,000 18-Mar-11 6-Jun-12

23 11.75% - 700,000,000 18-Mar-11 18-May-12

24 11.75% - 330,000,000 18-Mar-11 15-May-12

25 11.00% (**) - 543,476,823 13-Apr-11 15-May-12

26 12.00% - 230,000,000 31-Mar-11 27-Apr-12

27 12.00% - 500,000,000 31-Mar-11 23-Apr-12

Total 4,451,000,000 6,426,476,823

S. No. Coupon Rate

(%) p.a.

As at

March 31, 2013

(Amount in Rs.)

As at

March 31, 2012

(Amount in Rs.)


1 12.25% (*) 56,134,000 - 9-Oct-12 9-Oct-18

2 12.62% (*) 313,210,000 - 9-Oct-12 9-Aug-18

3 12.25% 137,515,000 - 9-Oct-12 9-Oct-17

4 12.50% 440,918,000 - 9-Oct-12 9-Oct-17

5 12.25% (*) 45,205,000 - 9-Oct-12 9-Oct-17

6 12.50% (*) 96,178,000 - 9-Oct-12 9-Oct-17

7 12.10% 225,800,000 225,800,000 23-Sep-11 23-Sep-16

8 12.25% 1,254,711,000 1,254,711,000 23-Sep-11 23-Sep-16

9 12.50% 1,089,722,000 1,089,722,000 23-Sep-11 23-Sep-16

10 12.25% 1,906,582,000 - 9-Oct-12 10-Oct-15

11 12.25% (*) 324,747,000 - 9-Oct-12 10-Oct-15

12 12.00% 2,651,300,000 2,651,300,000 23-Sep-11 23-Sep-14

13 12.15% 1,596,193,000 1,596,193,000 23-Sep-11 23-Sep-14

14 12.25% 720,323,000 720,323,000 23-Sep-11 23-Sep-14Total 10,858,538,000 7,538,049,000

(*) - denotes Effective Yield (% per annum)

The above debentures are privately placed with Mutual Funds (AMCs), Pension funds, Provident Funds, Banks, Individuals and Corporates.

During the year:-

During the pervious year:-

-

(*) The Company has bought back Non- convertible Debentures of face value Rs. 400,000,000 on 10-Jan-2013. (^) This is a debenture with embedded Put / Call Option, hence based on the earliest date for exercising option, the same has been assumed to have

Current Maturity.

(^^) This is a debenture with embedded Put / Call Option and the earliest date for exercising option was 25-Jun-2012. Hence same had been assumed

to have Current Maturity. (**) These debentures having maturity value of Rs. 550,000,000 had been issued at discount. Unamortised discount as on March 31,2012 was Rs.

6,523,177.

(ii) Details of Publicly Placed Secured Redeemable Non Convertible Debentures (NCDs) outstanding as on March 31,2013 which are secured by

pari passu mortgage over the Company’s immovable property situated at Kadi Taluka, Distt. Mehsana (Gujarat) and first pari passu floating charge

over Company's business receivables as applicable:


During the current year

The particulars of the proceeds of NCDs and its utilization is as under :

(Amount in Rs.)

3,320,489,000

(31,073,446)

(2,008,064,000)

(1,281,351,554)

-

During the previous year


(Amount in Rs.)

7,538,049,000

(68,148,018)

(3,600,000,000)

(3,449,701,479)

(420,199,503)

-

Maturity Pattern of Publicly Placed Secured Redeemable Non-Convertible Debentures:-

10,858,538,000 Nil

Particulars

Series-1

Series-2

Total

Maturity Due

After One year from Reporting Date

Maturity Due

During One year from Reporting Date

Nil

Nil

7,538,049,000

3,320,489,000

Amount received out of issue of debentures

Particulars

Less:

Working Capital Loans

Balance as at March 31, 2012

C. Onward Lending - Asset Financing

B. Repayment of existing loans

Commercial papers

Commercial papers

A. Issue Related Expenses

Particulars




Less:



"The Company filed the Prospectus dated September 7, 2012 and the Corrigendum dated September 13, 2012, with the Registrar of Companies, NCT of

Delhi & Haryana and BSE Limited (“BSE”), National Stock Exchange of India Limited (“NSE”) and Securities & Exchange Board of India (“SEBI”) for Public

Issue of Secured Redeemable Non-Convertible Debentures of face value of Rs.1,000 each, (“NCDs”) aggregating Rs. 2,500,000,000 with an option to

retain over subscription up to Rs. 2,500,000,000 aggregating Rs.5,000,000,000.The Company received an aggregate amount of Rs. 3,353,995,000 as

subscription to the NCDs, out of which the Debenture Committee allotted 3,320,489 NCDs aggregating Rs. 3,320,489,000 to the eligible applicants on

October 9, 2012. The Company obtained listing approvals on October 10, 2012, from BSE and NSE. Issue expenses related to aforesaid NCDs, estimated

to Rs. 136,580,138 is considered for amortisation over the tenure of NCDs.

The Company has amortised Rs. 20,449,383 (previous year Rs. Nil) of debenture issue expenses related to aforesaid NCDs during the current year.

For the Publicly Placed Secured Redeemable Non-Convertible Debentures, an amount of Rs. Nil is due for maturity during the period of one year from the

reporting date, therefore the Company has not deposited / invested any amount in pursuance to the requirement of clause 2(iv) of circular no. 4/2013

dated February 11, 2013 issued by the Ministry of Corporate Affairs.

"The Company filed Prospectus dated September 1, 2011 with Registrar of Companies, NCT of Delhi & Haryana and the BSE Limited (""BSE"") for Public

Issue of Secured Redeemable Non-Convertible Debentures of face value of Rs.1,000 each, (“NCDs”) aggregating upto Rs.4,000,000,000 with an option to

retain over subscription Rs.4,000,000,000 aggregating Rs.8,000,000,000 on September 2, 2011 & September 5, 2011 respectively. The issue was

oversubscribed and the Company pursuant to the resolution dated September 12, 2011 passed by the Debenture Committee of the Board of Directors,

had decided to pre-maturely close the Issue for subscription for all the categories of applicants on September 13, 2011.The Company issued and allotted

7,538,049 NCDs aggregating Rs. 7,538,049,000 on September 23, 2011.

The Company obtained listing approval from the Bombay Stock Exchange Limited (BSE) vide its Notice No. 20110926/15 dated September 26, 2011. Issue

expenses related to aforesaid NCDs, estimated to Rs. 211,728,532 is considered for amortisation over the tenure of NCDs.

The Company has amortised Rs. 60,465,948 (previous year Rs. 33,431,851) of debenture issue expenses related to aforesaid NCDs during the current

year.

(iii) During the previous year the Company issued and allotted 1500, 10.90% Secured Compulsorily Convertible Debentures (""CCDs"") of face value of

Rs. 1,000,000 each, aggregating upto Rs.1,500,000,000 to Religare Enterprises Limited (the Holding Company) in one tranche vide Term Sheet &

Subscription Agreement dated May 30, 2011, Amendment letter dated August 12, 2011, Second Amendment Agreement dated November 12,

2011 and Third Amendment Agreement dated January 17, 2012. These debentures are secured by Pari Passu mortgage over the Company’s

immovable property situated at Kadi Taluka, Distt. Mehsana (Gujarat) and first Pari Passu charge on the business receivables of the Company

excluding receivables hypothecated to Banks. These debentures shall be converted into Equity shares at a fair value which is determined by an independent Chartered Accountant or a Category-I

Merchant Banker on the Conversion Date. The Equity shares issued consequent upon conversion of the CCDS shall rank pari-passu in all respects

with then existing fully paid up Equity shares of the Company.The CCDS doesn't have an option of Call or Put.

S. No. Coupon Rate

(%) p.a.

As at

March 31, 2013

(Amount in Rs.)

As at

March 31, 2012

(Amount in Rs.)

Date of Allotment

1 10.90% 1,500,000,000 1,500,000,000 30-May-11

II. Unsecured Debentures

Details of Privately Placed Unsecured Subordinated Redeemable Non Convertible Debentures outstanding as on March 31, 2013:

S. No. Coupon Rate

(%) p.a.

As at

March 31, 2013

(Amount in Rs.)

As at

March 31, 2012

(Amount in Rs.)


1 12.05% 200,000,000 - 28-Mar-13 28-Mar-23

2 12.00% 80,000,000 - 25-Feb-13 25-Feb-23

3 12.20% 420,000,000 - 21-Jan-13 21-Jan-23

4 12.20% 500,000,000 - 12-Oct-12 12-Oct-22

5 12.75% 50,000,000 50,000,000 25-Oct-11 25-Jul-17

6 13.05% 339,000,000 339,000,000 22-Dec-11 22-Jun-17

7 12.75% 550,000,000 550,000,000 30-Jun-11 30-May-17

8 12.75% 236,000,000 236,000,000 30-Aug-11 30-May-17

9 13.00% 336,000,000 336,000,000 30-Nov-11 30-May-17

10 13.05% 7,000,000 7,000,000 3-Feb-12 3-May-17

11 12.75% 35,000,000 35,000,000 2-Aug-11 2-May-17

12 12.75% 1,175,000,000 1,175,000,000 26-Jul-11 26-Apr-17

13 12.50% 800,000,000 800,000,000 31-Mar-11 31-Aug-16

Total 4,728,000,000 3,528,000,000

Conversion Due On

30-May-16

Above Debentures qualify for inclusion in Tier II capital fund for the computation of Captial to Risk Assets Ratio (‘CRAR’). III. In respect of Privately Placed Non Convertible Debentures (NCD), no Debenture Redemption Reserve (DRR) is required in terms of the clarification

issued by Ministry of Law, Justice and Company Affairs by Circular No. 6/3/2001-CL.V dated April 18, 2002 as the Company is registered with Reserve

Bank of India under Section 45-IA of the RBI (Amendment) Act, 1997. IV. The Debenture Trust Deed for the Non Convertible Debentures issued by the Company provides for the option of re-issuance in the event of the

Debenture(s) being bought back, or redeemed before maturity in any circumstance whatsoever by the Company subject to the provisions of

Section 121 of the Act for re-issuing such debentures either by re-issuing the same debenture(s) or by issuing other debentures in their place. No

redeemed Non Convertible Debentures of the Company have been re-issued till date.

V. None of the above debentures have been guaranteed by Directors of the Company.


During the current year


(Amount in Rs.)

3,320,489,000

(31,073,446)

(2,008,064,000)

(1,281,351,554)

-

During the previous year


(Amount in Rs.)

7,538,049,000

(68,148,018)

(3,600,000,000)

(3,449,701,479)

(420,199,503)

-

Maturity Pattern of Publicly Placed Secured Redeemable Non-Convertible Debentures:-

10,858,538,000 Nil

Particulars

Series-1

Series-2

Total

Maturity Due

After One year from Reporting Date

Maturity Due

During One year from Reporting Date

Nil

Nil

7,538,049,000

3,320,489,000


Particulars

Less:



C. Onward Lending - Asset Financing


Commercial papers

Commercial papers


Particulars




Less:



"The Company filed the Prospectus dated September 7, 2012 and the Corrigendum dated September 13, 2012, with the Registrar of Companies, NCT of

Delhi & Haryana and BSE Limited (“BSE”), National Stock Exchange of India Limited (“NSE”) and Securities & Exchange Board of India (“SEBI”) for Public

Issue of Secured Redeemable Non-Convertible Debentures of face value of Rs.1,000 each, (“NCDs”) aggregating Rs. 2,500,000,000 with an option to

retain over subscription up to Rs. 2,500,000,000 aggregating Rs.5,000,000,000.The Company received an aggregate amount of Rs. 3,353,995,000 as

subscription to the NCDs, out of which the Debenture Committee allotted 3,320,489 NCDs aggregating Rs. 3,320,489,000 to the eligible applicants on

October 9, 2012. The Company obtained listing approvals on October 10, 2012, from BSE and NSE. Issue expenses related to aforesaid NCDs, estimated

to Rs. 136,580,138 is considered for amortisation over the tenure of NCDs.

The Company has amortised Rs. 20,449,383 (previous year Rs. Nil) of debenture issue expenses related to aforesaid NCDs during the current year.

For the Publicly Placed Secured Redeemable Non-Convertible Debentures, an amount of Rs. Nil is due for maturity during the period of one year from the

reporting date, therefore the Company has not deposited / invested any amount in pursuance to the requirement of clause 2(iv) of circular no. 4/2013

dated February 11, 2013 issued by the Ministry of Corporate Affairs.

"The Company filed Prospectus dated September 1, 2011 with Registrar of Companies, NCT of Delhi & Haryana and the BSE Limited (""BSE"") for Public

Issue of Secured Redeemable Non-Convertible Debentures of face value of Rs.1,000 each, (“NCDs”) aggregating upto Rs.4,000,000,000 with an option to

retain over subscription Rs.4,000,000,000 aggregating Rs.8,000,000,000 on September 2, 2011 & September 5, 2011 respectively. The issue was

oversubscribed and the Company pursuant to the resolution dated September 12, 2011 passed by the Debenture Committee of the Board of Directors,

had decided to pre-maturely close the Issue for subscription for all the categories of applicants on September 13, 2011.The Company issued and allotted

7,538,049 NCDs aggregating Rs. 7,538,049,000 on September 23, 2011.

The Company obtained listing approval from the Bombay Stock Exchange Limited (BSE) vide its Notice No. 20110926/15 dated September 26, 2011. Issue

expenses related to aforesaid NCDs, estimated to Rs. 211,728,532 is considered for amortisation over the tenure of NCDs.

The Company has amortised Rs. 60,465,948 (previous year Rs. 33,431,851) of debenture issue expenses related to aforesaid NCDs during the current

year.

(iii) During the previous year the Company issued and allotted 1500, 10.90% Secured Compulsorily Convertible Debentures (""CCDs"") of face value of

Rs. 1,000,000 each, aggregating upto Rs.1,500,000,000 to Religare Enterprises Limited (the Holding Company) in one tranche vide Term Sheet &

Subscription Agreement dated May 30, 2011, Amendment letter dated August 12, 2011, Second Amendment Agreement dated November 12,

2011 and Third Amendment Agreement dated January 17, 2012. These debentures are secured by Pari Passu mortgage over the Company’s

immovable property situated at Kadi Taluka, Distt. Mehsana (Gujarat) and first Pari Passu charge on the business receivables of the Company

excluding receivables hypothecated to Banks. These debentures shall be converted into Equity shares at a fair value which is determined by an independent Chartered Accountant or a Category-I

Merchant Banker on the Conversion Date. The Equity shares issued consequent upon conversion of the CCDS shall rank pari-passu in all respects

with then existing fully paid up Equity shares of the Company.The CCDS doesn't have an option of Call or Put.

S. No. Coupon Rate

(%) p.a.

As at

March 31, 2013

(Amount in Rs.)

As at

March 31, 2012

(Amount in Rs.)

Date of Allotment

1 10.90% 1,500,000,000 1,500,000,000 30-May-11

II. Unsecured Debentures

Details of Privately Placed Unsecured Subordinated Redeemable Non Convertible Debentures outstanding as on March 31, 2013:

S. No. Coupon Rate

(%) p.a.

As at

March 31, 2013

(Amount in Rs.)

As at

March 31, 2012

(Amount in Rs.)


1 12.05% 200,000,000 - 28-Mar-13 28-Mar-23

2 12.00% 80,000,000 - 25-Feb-13 25-Feb-23

3 12.20% 420,000,000 - 21-Jan-13 21-Jan-23

4 12.20% 500,000,000 - 12-Oct-12 12-Oct-22

5 12.75% 50,000,000 50,000,000 25-Oct-11 25-Jul-17

6 13.05% 339,000,000 339,000,000 22-Dec-11 22-Jun-17

7 12.75% 550,000,000 550,000,000 30-Jun-11 30-May-17

8 12.75% 236,000,000 236,000,000 30-Aug-11 30-May-17

9 13.00% 336,000,000 336,000,000 30-Nov-11 30-May-17

10 13.05% 7,000,000 7,000,000 3-Feb-12 3-May-17

11 12.75% 35,000,000 35,000,000 2-Aug-11 2-May-17

12 12.75% 1,175,000,000 1,175,000,000 26-Jul-11 26-Apr-17

13 12.50% 800,000,000 800,000,000 31-Mar-11 31-Aug-16

Total 4,728,000,000 3,528,000,000

Conversion Due On

30-May-16

Above Debentures qualify for inclusion in Tier II capital fund for the computation of Captial to Risk Assets Ratio (‘CRAR’). III. In respect of Privately Placed Non Convertible Debentures (NCD), no Debenture Redemption Reserve (DRR) is required in terms of the clarification

issued by Ministry of Law, Justice and Company Affairs by Circular No. 6/3/2001-CL.V dated April 18, 2002 as the Company is registered with Reserve

Bank of India under Section 45-IA of the RBI (Amendment) Act, 1997. IV. The Debenture Trust Deed for the Non Convertible Debentures issued by the Company provides for the option of re-issuance in the event of the

Debenture(s) being bought back, or redeemed before maturity in any circumstance whatsoever by the Company subject to the provisions of

Section 121 of the Act for re-issuing such debentures either by re-issuing the same debenture(s) or by issuing other debentures in their place. No

redeemed Non Convertible Debentures of the Company have been re-issued till date.

V. None of the above debentures have been guaranteed by Directors of the Company.


(ii) Secured Term Loans from Others

Total Current

Maturity

Non Current

Maturity

Total Current

Maturity

Non Current

Maturity

Over 60 Months - - - 50,000,000 - 50,000,000

37 to 60 Months 1,800,000,000 - 1,800,000,000 200,000,000 - 200,000,000

13 to 36 Months 1,920,000,000 - 1,920,000,000 200,000,000 - 200,000,000

0 to 12 Months 630,000,000 630,000,000 - 50,000,000 50,000,000 -

4,350,000,000 630,000,000 3,720,000,000 500,000,000 50,000,000 450,000,000

As at March 31, 2012 (Amount in Rs.)

Monthly

Total (B)

Repayment

Term

Tenure As at March 31, 2013 (Amount in Rs.)

5.2 Schedule of Term Loans

(i) Secured Term Loans from Banks

Total Current

Maturity

Non Current

Maturity

Total Current

Maturity

Non Current

Maturity

Over 60 Months - - - - - -

37 to 60 Months - - - - - -

13 to 36 Months 750,000,000 - 750,000,000 2,749,480,439 - 2,749,480,439

0 to 12 Months 2,000,000,000 2,000,000,000 - 1,000,000,000 1,000,000,000 -

Over 60 Months - - - - - -

37 to 60 Months - - - 332,978,855 - 332,978,855

13 to 36 Months 1,166,578,037 - 1,166,578,037 1,666,666,667 - 1,666,666,667

0 to 12 Months 833,333,333 833,333,333 - 500,000,000 500,000,000 -

Over 60 Months - - - - - -

37 to 60 Months 707,337,285 - 707,337,285 999,946,197 - 999,946,197

13 to 36 Months 2,832,928,781 - 2,832,928,781 1,000,000,000 - 1,000,000,000

0 to 12 Months 1,208,333,333 1,208,333,333 - - - -

Over 60 Months - - - - - -

37 to 60 Months 5,178,851,316 - 5,178,851,316 6,381,010,619 - 6,381,010,619

13 to 36 Months 19,545,264,936 - 19,545,264,936 17,616,875,655 - 17,616,875,655

0 to 12 Months 14,423,901,659 14,423,901,659 - 8,777,620,381 8,777,620,381 -

Over 60 Months - - - - - -

37 to 60 Months - - - 881,823,172 - 881,823,172

13 to 36 Months 4,723,381,638 - 4,723,381,638 6,202,640,653 - 6,202,640,653

0 to 12 Months 4,739,998,818 4,739,998,818 - 4,827,933,333 4,827,933,333 -

58,109,909,136 23,205,567,143 34,904,341,993 52,936,975,971 15,105,553,714 37,831,422,257

Repayment

Term

Tenure As at March 31, 2013 (Amount in Rs.) As at March 31, 2012 (Amount in Rs.)

Total (A)

Bullet

Annually

Semi Annually

Quarterly

Monthly

All the above Secured Term loans from Banks as on March 31, 2013 and March 31, 2012 are secured against “Floating First charge on Pari Passu basis

on all the present and future Business receivables of the Company".The pricing of the above loans availed by the Company from Banks are at the rate of respective Bank’s Base Rate plus a margin Ranging between

0.00% to 3.00%.

All the above Secured Term loans from Others as on March 31, 2013 and March 31, 2012 are secured against “Floating First charge on Pari Passu basis

on all the present and future Business receivables of the Company".The pricing of the above loans availed by the Company from others are at the rate of respective lender’s PLR less a margin ranging between 0.60 % to

0.75%.

(iii) Unsecured Term Loans from Banks

Total Current

Maturity

Non Current

Maturity

Total Current

Maturity

Non Current

Maturity

Over 60 Months - - - 1,250,000,000 - 1,250,000,000

37 to 60 Months 1,250,000,000 - 1,250,000,000 - - -

13 to 36 Months - - - - - -

0 to 12 Months - - - - - -

1,250,000,000 - 1,250,000,000 1,250,000,000 - 1,250,000,000 Total (C)

Repayment

Term


Bullet

Above Unsecured Term Loan(s) from Banks are subordinated in nature and qualify for inclusion in Tier II capital fund for the computation of Captial to

Risk Assets Ratio (‘CRAR’). The pricing of the above loans availed by the Company from Banks are at the rate of respective Bank’s Base Rate plus a margin Ranging between

0.00% to 3.00%.

(iv) (a) None of the above term loans have been guaranteed by Directors of the Company. (b) There is no default as on the Balance Sheet date in repayment of loans and interest.


(ii) Secured Term Loans from Others

Total Current

Maturity

Non Current

Maturity

Total Current

Maturity

Non Current

Maturity

Over 60 Months - - - 50,000,000 - 50,000,000

37 to 60 Months 1,800,000,000 - 1,800,000,000 200,000,000 - 200,000,000

13 to 36 Months 1,920,000,000 - 1,920,000,000 200,000,000 - 200,000,000

0 to 12 Months 630,000,000 630,000,000 - 50,000,000 50,000,000 -

4,350,000,000 630,000,000 3,720,000,000 500,000,000 50,000,000 450,000,000


Monthly

Total (B)

Repayment

Term

Tenure As at March 31, 2013 (Amount in Rs.)

5.2 Schedule of Term Loans

(i) Secured Term Loans from Banks

Total Current

Maturity

Non Current

Maturity

Total Current

Maturity

Non Current

Maturity

Over 60 Months - - - - - -

37 to 60 Months - - - - - -

13 to 36 Months 750,000,000 - 750,000,000 2,749,480,439 - 2,749,480,439

0 to 12 Months 2,000,000,000 2,000,000,000 - 1,000,000,000 1,000,000,000 -

Over 60 Months - - - - - -

37 to 60 Months - - - 332,978,855 - 332,978,855

13 to 36 Months 1,166,578,037 - 1,166,578,037 1,666,666,667 - 1,666,666,667

0 to 12 Months 833,333,333 833,333,333 - 500,000,000 500,000,000 -

Over 60 Months - - - - - -

37 to 60 Months 707,337,285 - 707,337,285 999,946,197 - 999,946,197

13 to 36 Months 2,832,928,781 - 2,832,928,781 1,000,000,000 - 1,000,000,000

0 to 12 Months 1,208,333,333 1,208,333,333 - - - -

Over 60 Months - - - - - -

37 to 60 Months 5,178,851,316 - 5,178,851,316 6,381,010,619 - 6,381,010,619

13 to 36 Months 19,545,264,936 - 19,545,264,936 17,616,875,655 - 17,616,875,655

0 to 12 Months 14,423,901,659 14,423,901,659 - 8,777,620,381 8,777,620,381 -

Over 60 Months - - - - - -

37 to 60 Months - - - 881,823,172 - 881,823,172

13 to 36 Months 4,723,381,638 - 4,723,381,638 6,202,640,653 - 6,202,640,653

0 to 12 Months 4,739,998,818 4,739,998,818 - 4,827,933,333 4,827,933,333 -

58,109,909,136 23,205,567,143 34,904,341,993 52,936,975,971 15,105,553,714 37,831,422,257

Repayment

Term


Total (A)

Bullet

Annually

Semi Annually

Quarterly

Monthly

All the above Secured Term loans from Banks as on March 31, 2013 and March 31, 2012 are secured against “Floating First charge on Pari Passu basis

on all the present and future Business receivables of the Company".The pricing of the above loans availed by the Company from Banks are at the rate of respective Bank’s Base Rate plus a margin Ranging between

0.00% to 3.00%.

All the above Secured Term loans from Others as on March 31, 2013 and March 31, 2012 are secured against “Floating First charge on Pari Passu basis

on all the present and future Business receivables of the Company".The pricing of the above loans availed by the Company from others are at the rate of respective lender’s PLR less a margin ranging between 0.60 % to

0.75%.

(iii) Unsecured Term Loans from Banks

Total Current

Maturity

Non Current

Maturity

Total Current

Maturity

Non Current

Maturity

Over 60 Months - - - 1,250,000,000 - 1,250,000,000

37 to 60 Months 1,250,000,000 - 1,250,000,000 - - -

13 to 36 Months - - - - - -

0 to 12 Months - - - - - -

1,250,000,000 - 1,250,000,000 1,250,000,000 - 1,250,000,000 Total (C)

Repayment

Term


Bullet

Above Unsecured Term Loan(s) from Banks are subordinated in nature and qualify for inclusion in Tier II capital fund for the computation of Captial to

Risk Assets Ratio (‘CRAR’). The pricing of the above loans availed by the Company from Banks are at the rate of respective Bank’s Base Rate plus a margin Ranging between

0.00% to 3.00%.

(iv) (a) None of the above term loans have been guaranteed by Directors of the Company. (b) There is no default as on the Balance Sheet date in repayment of loans and interest.


8

As at

March 31, 2013

As at

March 31, 2012


8,185,639,677 19,379,380,718

2,300,000,000 1,100,000,000

- 868,263,030

5,500,000,000 2,000,000,000

15,985,639,677 23,347,643,748

- 1,200,000,000

- 1,120,000,000

9,357,154,755 24,925,141,478

1,250,000,000 -

10,607,154,755 27,245,141,478 26,592,794,432 50,592,785,226

Short Term Borrowings

- From Banks (refer note 8.4)

Commercial Papers (refer note 8.6)

Particulars


Sub Total

Unsecured Loans

Loan repayable on demand

Secured Loans


- From Banks (refer note 8.1 (a))

- From Others (refer note 8.1 (b))

Repo loans(refer note 8.2)

Loans and Advances from Related parties (refer note 8.5)

Sub TotalGrand Total

Debenture Application Money

7.1

As at

March 31, 2013

As at

March 31, 2012


117,776,120 57,776,120

13,369,565 7,095,374

131,145,685 64,871,494 Total

Dimunition in value of Long Term Investment

Particulars

Vistaar Media Fund

Religare Art Fund (Pratham)

7

As at

March 31, 2013

As at

March 31, 2012


8,961,825 10,684,028

131,145,685 64,871,494

867,713,818 559,275,084

1,007,821,328 634,830,606

-Dimunition in value of Long Term Investments

(Refer Note 7.1 below)

Particulars

(a) Provision for employee benefits

Leave Encashment (refer note 36)

Long Term Provisions

(b) As per NBFC Guidelines Provisions (Refer Note 11.1)

(b) Others

Total

6

As at

March 31, 2013

As at

March 31, 2012


-Income Received in advance 15,195,513 7,681,179

11,295,244 11,379,382

26,490,757 19,060,561

Other Long Term Liabilities

Particulars

(a) Others Liabilities

Total

-Others

Requisite particulars of Short term Secured and Unsecured borrowings

8.1 Secured Loan Repayable on Demand from Banks and Others

(a) All the outstanding secured short term loan repayable on demand from Banks as on March 31, 2013 and March 31, 2012 are

secured against “Floating First charge on Pari Passu basis on all the present and future Business Receivables of the Company”.

The pricing of the loans availed by the Company from Banks are at the rate of respective Bank’s Base Rate plus a margin ranging

between 1.50% to 3.26%. (b) All the outstanding secured short term loan repayable on demand from Others as on March 31, 2013 and March 31, 2012 are

secured by "pledge of shares". The pricing of the loans availed by the Company from Others are at the rate of interest ranging between 11.75% to 13.50% .

8.2 In accordance with the RBI guidelines under reference RBI/2009-2010/356 IDMD/4135/11.08.43/2009-10 dated March 23, 2010,

effective April 1, 2010 Repo/Reverse Repo transactions in government securities and corporate debt securities are reflected as

borrowing and lending transactions respectively. These transactions were hitherto recorded under investments as sales and

purchases. Borrowing cost on repo transactions is accounted as interest expense and revenue on reverse repo transactions is accounted as

interest income.

S. No. Coupon Rate

(%) p.a.

As at

March 31, 2013

(Amount in Rs.)

As at

March 31, 2012

(Amount in Rs.)

Date of Allotment Redemption due

Date

1 11.15% 250,000,000 - 14-Mar-13 9-Mar-14

2 12.50% 1,350,000,000 - 29-Jun-12 28-Jun-13

3 11.50% 1,500,000,000 - 13-Jun-12 12-Jun-13

4 12.50% 250,000,000 - 7-Jun-12 6-Jun-13

5 11.50% 1,500,000,000 - 13-Jun-12 13-May-13

6 12.50% 650,000,000 - 5-Jun-12 4-Jun-13

7 13.70% - 2,000,000,000 19-Mar-12 19-Jun-12

Total 5,500,000,000 2,000,000,000

8.3 Debentures-Secured

Details of Privately Placed Secured Redeemable Non Convertible Debentures (NCD's) outstanding as on March 31, 2013

which are secured by Pari Passu mortgage over the Company’s immovable property situated at Kadi Taluka, Distt.

Mehsana (Gujarat) and first Pari Passu charge over standard business receivables / unencumbered receivables with Asset

Cover ranging from 1.1 X to 1.25 X over Company's business receivables:

8.4 Unsecured Loan Repayable on Demand from Banks

8.5 Loans Repayable on Demand from Related Parties -Unsecured

As at

March 31, 2013

As at

March 31, 2012


- 1,120,000,000

- 1,120,000,000

Pricing for above unsecured loan repayable on demand from Related Parties is at a rate of interest ranging between 10% to 11% p.a.

Total

Name of Parties

Religare Health Insurance Company Limited.


between 1.50% to 3.26% p.a.


8

As at

March 31, 2013

As at

March 31, 2012


8,185,639,677 19,379,380,718

2,300,000,000 1,100,000,000

- 868,263,030

5,500,000,000 2,000,000,000

15,985,639,677 23,347,643,748

- 1,200,000,000

- 1,120,000,000

9,357,154,755 24,925,141,478

1,250,000,000 -

10,607,154,755 27,245,141,478 26,592,794,432 50,592,785,226

Short Term Borrowings

- From Banks (refer note 8.4)

Commercial Papers (refer note 8.6)

Particulars


Sub Total

Unsecured Loans


Secured Loans


- From Banks (refer note 8.1 (a))

- From Others (refer note 8.1 (b))

Repo loans(refer note 8.2)

Loans and Advances from Related parties (refer note 8.5)

Sub TotalGrand Total

Debenture Application Money

7.1

As at

March 31, 2013

As at

March 31, 2012


117,776,120 57,776,120

13,369,565 7,095,374

131,145,685 64,871,494 Total

Dimunition in value of Long Term Investment

Particulars

Vistaar Media Fund

Religare Art Fund (Pratham)

7

As at

March 31, 2013

As at

March 31, 2012


8,961,825 10,684,028

131,145,685 64,871,494

867,713,818 559,275,084

1,007,821,328 634,830,606

-Dimunition in value of Long Term Investments

(Refer Note 7.1 below)

Particulars

(a) Provision for employee benefits


Long Term Provisions

(b) As per NBFC Guidelines Provisions (Refer Note 11.1)

(b) Others

Total

6

As at

March 31, 2013

As at

March 31, 2012


-Income Received in advance 15,195,513 7,681,179

11,295,244 11,379,382

26,490,757 19,060,561

Other Long Term Liabilities

Particulars

(a) Others Liabilities

Total

-Others

Requisite particulars of Short term Secured and Unsecured borrowings

8.1 Secured Loan Repayable on Demand from Banks and Others

(a) All the outstanding secured short term loan repayable on demand from Banks as on March 31, 2013 and March 31, 2012 are

secured against “Floating First charge on Pari Passu basis on all the present and future Business Receivables of the Company”.


between 1.50% to 3.26%. (b) All the outstanding secured short term loan repayable on demand from Others as on March 31, 2013 and March 31, 2012 are

secured by "pledge of shares". The pricing of the loans availed by the Company from Others are at the rate of interest ranging between 11.75% to 13.50% .

8.2 In accordance with the RBI guidelines under reference RBI/2009-2010/356 IDMD/4135/11.08.43/2009-10 dated March 23, 2010,

effective April 1, 2010 Repo/Reverse Repo transactions in government securities and corporate debt securities are reflected as

borrowing and lending transactions respectively. These transactions were hitherto recorded under investments as sales and

purchases. Borrowing cost on repo transactions is accounted as interest expense and revenue on reverse repo transactions is accounted as

interest income.

S. No. Coupon Rate

(%) p.a.

As at

March 31, 2013

(Amount in Rs.)

As at

March 31, 2012

(Amount in Rs.)

Date of Allotment Redemption due

Date

1 11.15% 250,000,000 - 14-Mar-13 9-Mar-14

2 12.50% 1,350,000,000 - 29-Jun-12 28-Jun-13

3 11.50% 1,500,000,000 - 13-Jun-12 12-Jun-13

4 12.50% 250,000,000 - 7-Jun-12 6-Jun-13

5 11.50% 1,500,000,000 - 13-Jun-12 13-May-13

6 12.50% 650,000,000 - 5-Jun-12 4-Jun-13

7 13.70% - 2,000,000,000 19-Mar-12 19-Jun-12

Total 5,500,000,000 2,000,000,000

8.3 Debentures-Secured

Details of Privately Placed Secured Redeemable Non Convertible Debentures (NCD's) outstanding as on March 31, 2013

which are secured by Pari Passu mortgage over the Company’s immovable property situated at Kadi Taluka, Distt.

Mehsana (Gujarat) and first Pari Passu charge over standard business receivables / unencumbered receivables with Asset

Cover ranging from 1.1 X to 1.25 X over Company's business receivables:

8.4 Unsecured Loan Repayable on Demand from Banks

8.5 Loans Repayable on Demand from Related Parties -Unsecured

As at

March 31, 2013

As at

March 31, 2012


- 1,120,000,000

- 1,120,000,000

Pricing for above unsecured loan repayable on demand from Related Parties is at a rate of interest ranging between 10% to 11% p.a.

Total

Name of Parties

Religare Health Insurance Company Limited.


between 1.50% to 3.26% p.a.


As at

March 31, 2013

As at

March 31, 2012


22 56

10.15% to 12.25% 10.85% to 14.00%

June 2012 to

March 2014

April 2012 to

March 2013

9,700,000,005 25,654,999,999

(342,845,250) (729,858,521)

9,357,154,755 24,925,141,478 Net Outstanding Balance

Issued date to Redemption Date

Less: Unamortised Discount

Total Outstanding Balance

Discount Rate (Range)

No. of Commercial Papers

Particulars

8.6 The maximum amount of face value of the Commercial Paper outstanding at any time during the year was Rs 41,285,000,000

(Previous Year Rs 50,790,000,000).

The aggregate amount outstanding is as belows:

11.2 Notes :

(a) Provision for Non-Performing Assets is recognised in accordance with the Non- Banking Financial Companies Prudential Norms (Reserve Bank) Directions, 2007 issued by Reserve Bank of India after considering subsequent recoveries on assets classified as gross non-performing assets.

(b) The Company has maintained Contingent Provision on Standard Assets pursuant to the RBI Circular No. RBI/2010-11/370/DNBS.PD.CC No. 207 / 03.02.002/2010-11 dated January 17, 2011.

(c) The Company maintains the General Provision on Standard Assets by providing upfront on the disbursements to meet unexpected losses which are inherent in any portfolio but not yet identified and disclosed the same under Long/Short term Provisions in note no. 7 and 11 respectively.

11.1 As per NBFC Guidelines

Particulars

Provisions Against Total Long term

Provision

Short term

Provision

Total Long term

Provision

Short term

Provision

Standard Assets

- General Provision on

Standard Assets

752,229,178

634,908,508

117,320,670

429,487,008

324,322,022

105,164,986

- Contingent Provision on

Standard Assets

(refer Note 11.2(b)

280,905,795

232,805,310

48,100,485

311,671,324

234,953,062

76,718,262

Sub Standard, Doubtful and Loss Assets

- Provision on Non

Performing Assets

(refer Note 11.2(a))

657,865,293

-

657,865,293

421,627,380

-

421,627,380

Total 1,691,000,266 867,713,818 823,286,448 1,162,785,712 559,275,084 603,510,628


(Amount in Rs.)


(Amount in Rs.)

11

As at

March 31, 2013

As at

March 31, 2012


13,639,881 12,180,331 5,101,359 -

Proposed Dividend (Equity & Preference) (refer note 34.1(b)(i) & (ii)) 548,854,704 982,666,803 89,037,954 159,413,122

823,286,448 603,510,628 58,685,841 -

1,538,606,187 1,757,770,884 Total

Provision for tax on Proposed Dividend (Equity & Preference)

As per NBFC Guidelines (refer Note no. 11.1)

Diminution in the value of Assets acquired in Satisfaction of Debts

Particulars


Short Term Provisions

Gratuity (refer note 36)

As at

March 31, 2013

As at

March 31, 2012


64,135,839 463,267,443

64,135,839 463,267,443

9 Trade Payables

Total

Particulars

Dues other than Small and Medium Enterprises parties

10

As at

March 31, 2013

As at

March 31, 2012


1,201,000,000 4,913,476,823

23,205,567,143 15,105,553,714

630,000,000 50,000,000

254,800,178 79,945,960

2,098,673,861 1,098,405,983

363,489,152 308,648,218

7,641,478 11,061,541

47,247,768 56,610,123

53,415,870 88,690,402

796,341,030 421,545,849

1,590,743,796 1,535,686,951

30,248,920,276 23,669,625,564

Other Current Liabilities

Particulars

(a) Current maturities of long-term debt

(g) Advance received from clients

(h) Book Overdraft

(i) Others

(e) Income received in advance

-Term Loans from Banks (refer note 5.2 (i) and (iii))

-Debentures (refer note 5.1)

(b) Interest accrued and due on Secured Loans

(c) Interest accrued but not due on loans

(d) Expense Payable

-Term Loans from Others (refer note 5.2 (ii))

(f) Other Statutory Payables including Provident Fund and Tax Deducted at Source*

Total

* There are no amounts due for payment to the Investor Education and Protection Fund under Section 205 of the Companies Act, 1956 at

the year end.


As at

March 31, 2013

As at

March 31, 2012


22 56

10.15% to 12.25% 10.85% to 14.00%

June 2012 to

March 2014

April 2012 to

March 2013

9,700,000,005 25,654,999,999

(342,845,250) (729,858,521)

9,357,154,755 24,925,141,478 Net Outstanding Balance

Issued date to Redemption Date

Less: Unamortised Discount

Total Outstanding Balance

Discount Rate (Range)

No. of Commercial Papers

Particulars

8.6 The maximum amount of face value of the Commercial Paper outstanding at any time during the year was Rs 41,285,000,000

(Previous Year Rs 50,790,000,000).

The aggregate amount outstanding is as belows:

11.2 Notes :

(a) Provision for Non-Performing Assets is recognised in accordance with the Non- Banking Financial Companies Prudential Norms (Reserve Bank) Directions, 2007 issued by Reserve Bank of India after considering subsequent recoveries on assets classified as gross non-performing assets.

(b) The Company has maintained Contingent Provision on Standard Assets pursuant to the RBI Circular No. RBI/2010-11/370/DNBS.PD.CC No. 207 / 03.02.002/2010-11 dated January 17, 2011.

(c) The Company maintains the General Provision on Standard Assets by providing upfront on the disbursements to meet unexpected losses which are inherent in any portfolio but not yet identified and disclosed the same under Long/Short term Provisions in note no. 7 and 11 respectively.

11.1 As per NBFC Guidelines

Particulars

Provisions Against Total Long term

Provision

Short term

Provision

Total Long term

Provision

Short term

Provision

Standard Assets

- General Provision on

Standard Assets

752,229,178

634,908,508

117,320,670

429,487,008

324,322,022

105,164,986

- Contingent Provision on

Standard Assets

(refer Note 11.2(b)

280,905,795

232,805,310

48,100,485

311,671,324

234,953,062

76,718,262

Sub Standard, Doubtful and Loss Assets

- Provision on Non

Performing Assets

(refer Note 11.2(a))

657,865,293

-

657,865,293

421,627,380

-

421,627,380

Total 1,691,000,266 867,713,818 823,286,448 1,162,785,712 559,275,084 603,510,628


(Amount in Rs.)


(Amount in Rs.)

11

As at

March 31, 2013

As at

March 31, 2012


13,639,881 12,180,331 5,101,359 -

Proposed Dividend (Equity & Preference) (refer note 34.1(b)(i) & (ii)) 548,854,704 982,666,803 89,037,954 159,413,122

823,286,448 603,510,628 58,685,841 -

1,538,606,187 1,757,770,884 Total

Provision for tax on Proposed Dividend (Equity & Preference)

As per NBFC Guidelines (refer Note no. 11.1)

Diminution in the value of Assets acquired in Satisfaction of Debts

Particulars


Short Term Provisions

Gratuity (refer note 36)

As at

March 31, 2013

As at

March 31, 2012


64,135,839 463,267,443

64,135,839 463,267,443

9 Trade Payables

Total

Particulars

Dues other than Small and Medium Enterprises parties

10

As at

March 31, 2013

As at

March 31, 2012


1,201,000,000 4,913,476,823

23,205,567,143 15,105,553,714

630,000,000 50,000,000

254,800,178 79,945,960

2,098,673,861 1,098,405,983

363,489,152 308,648,218

7,641,478 11,061,541

47,247,768 56,610,123

53,415,870 88,690,402

796,341,030 421,545,849

1,590,743,796 1,535,686,951

30,248,920,276 23,669,625,564

Other Current Liabilities

Particulars

(a) Current maturities of long-term debt

(g) Advance received from clients

(h) Book Overdraft

(i) Others

(e) Income received in advance

-Term Loans from Banks (refer note 5.2 (i) and (iii))

-Debentures (refer note 5.1)

(b) Interest accrued and due on Secured Loans

(c) Interest accrued but not due on loans

(d) Expense Payable

-Term Loans from Others (refer note 5.2 (ii))

(f) Other Statutory Payables including Provident Fund and Tax Deducted at Source*

Total

* There are no amounts due for payment to the Investor Education and Protection Fund under Section 205 of the Companies Act, 1956 at

the year end.


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9,681,795 188,469,911

15

Particulars

Capital Work -in- Progress (Excluding Capital Advances) (refer note 14.1)

Total

Capital Work - in - Progress

Non Current Investments

No. (Amount in Rs.) No. (Amount in Rs.)

QUOTED

10 1,314,832 172,005,541 2,110,810 276,135,421

Investment in Debentures

550,000* 1,200 660,000,000 1,200 1,200,000,000

- Indrajit Power Private Limited 1,000,000 250 261,820,990 - -

UNQUOTED

10 34,998,250 973,340,159 34,998,250 973,340,159

10 7,500,000 105,000,000 7,500,000 75,000,000

100 2,000,000 200,000,000 2,000,000 200,000,000

22,500,000 22,500,000

4 37,641 4 37,641

- - - 430,705,673

10 1,999,990 19,999,900 - -

Various 23 272,815,858 - -

2,687,520,089 3,177,718,894

* As on March 31, 2012 Face Value was Rs. 1,000,000.

(14% Secured Redeemable Non-Convertible

Debentures)


Debentures)

Other Bodies Corporate

-Investments in PMS Scheme

(Refer note 15.1)

-Vistaar Media Fund

- Religare Art Fund (Pratham)

Particulars Face Value As at March 31, 2013 As at March 31, 2012

-Karnataka Bank Limited

Union KBC Capital Protection Oriented Fund-Series A

Subsidiaries

Other than Trade Investments (at cost)

- Eon Hadapsar Infrastructure Private Limited

Other non-current investments

Investment in Mutual Funds

- Religare Housing Development Finance

Corporation Limited.

- Equifax Credit Information Services Private Limited

(including share application money of

Rs. 30,000,000)

Investment in Equity Shares of

-Gold Coins

Total

Investment in Equity Shares

Investment in Pass Through Certificates

IDBI Trusteeship Services Limited

Venture Capital Fund

14.1 The capital work in progress includes payments made for Purchase of Flats under construction by the Company in the prior / current year which were

hitherto shown under fixed assets has been transferred to other current assets (refer note 24) during the year at book value since the management of

the Company decided to sell the said flats. Accordingly during the year the company has sold 9 flats (Previous Year 1 flat) out of 39 flats (Previous Year

40 flats) at a profit of Rs. 27,526,250 (Previous Year Rs. Nil). Further 3 flats have been sold subsequent to the year-end. The book value of unsold flats as

at Balance Sheet date is lower than the market value.

As at

March 31, 2013

(Amount in Rs.)

As at

March 31, 2012

(Amount in Rs.)

At Cost At Cost

1,093,826,531 1,476,135,421

1,593,693,558 1,701,583,473

Total 2,687,520,089 3,177,718,894

1,093,735,274 1,401,898,977

Particulars

Aggregate amount of :

-Quoted Investments

-Unquoted Investments

Market Value of Quoted Investments

15.1 Investment in PMS scheme includes principal amount of Rs. Nil (Previous Year Rs 400,000,000) and interest accrual of Rs. Nil (Previous Year Rs

30,705,673) reinvested.


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14

As at

March 31, 2013

As at

March 31, 2012


9,681,795 188,469,911

9,681,795 188,469,911

15

Particulars

Capital Work -in- Progress (Excluding Capital Advances) (refer note 14.1)

Total

Capital Work - in - Progress

Non Current Investments

No. (Amount in Rs.) No. (Amount in Rs.)

QUOTED

10 1,314,832 172,005,541 2,110,810 276,135,421

Investment in Debentures

550,000* 1,200 660,000,000 1,200 1,200,000,000

- Indrajit Power Private Limited 1,000,000 250 261,820,990 - -

UNQUOTED

10 34,998,250 973,340,159 34,998,250 973,340,159

10 7,500,000 105,000,000 7,500,000 75,000,000

100 2,000,000 200,000,000 2,000,000 200,000,000

22,500,000 22,500,000

4 37,641 4 37,641

- - - 430,705,673

10 1,999,990 19,999,900 - -

Various 23 272,815,858 - -

2,687,520,089 3,177,718,894

* As on March 31, 2012 Face Value was Rs. 1,000,000.


Debentures)


Debentures)

Other Bodies Corporate

-Investments in PMS Scheme

(Refer note 15.1)

-Vistaar Media Fund

- Religare Art Fund (Pratham)

Particulars Face Value As at March 31, 2013 As at March 31, 2012

-Karnataka Bank Limited

Union KBC Capital Protection Oriented Fund-Series A

Subsidiaries

Other than Trade Investments (at cost)

- Eon Hadapsar Infrastructure Private Limited

Other non-current investments

Investment in Mutual Funds

- Religare Housing Development Finance

Corporation Limited.

- Equifax Credit Information Services Private Limited

(including share application money of

Rs. 30,000,000)

Investment in Equity Shares of

-Gold Coins

Total

Investment in Equity Shares

Investment in Pass Through Certificates

IDBI Trusteeship Services Limited

Venture Capital Fund

14.1 The capital work in progress includes payments made for Purchase of Flats under construction by the Company in the prior / current year which were

hitherto shown under fixed assets has been transferred to other current assets (refer note 24) during the year at book value since the management of

the Company decided to sell the said flats. Accordingly during the year the company has sold 9 flats (Previous Year 1 flat) out of 39 flats (Previous Year

40 flats) at a profit of Rs. 27,526,250 (Previous Year Rs. Nil). Further 3 flats have been sold subsequent to the year-end. The book value of unsold flats as

at Balance Sheet date is lower than the market value.

As at

March 31, 2013

(Amount in Rs.)

As at

March 31, 2012

(Amount in Rs.)

At Cost At Cost

1,093,826,531 1,476,135,421

1,593,693,558 1,701,583,473

Total 2,687,520,089 3,177,718,894

1,093,735,274 1,401,898,977

Particulars

Aggregate amount of :

-Quoted Investments

-Unquoted Investments

Market Value of Quoted Investments

15.1 Investment in PMS scheme includes principal amount of Rs. Nil (Previous Year Rs 400,000,000) and interest accrual of Rs. Nil (Previous Year Rs

30,705,673) reinvested.



- 18,945,502

54,015,071,424 68,786,951,003

640,195 4,308,150

201,758,473 211,164,069

159,945,336 31,762,425

36,809,201 67,065,664

440,827,606 382,183,817

97,593,688 300,918,695

54,952,645,923 69,803,299,325

18

As at

March 31, 2013

As at

March 31, 2012


2,609,863,841 1,604,820,496

Interest Accrued 30,662,718 7,444,714

2,640,526,559 1,612,265,210

e. Prepaid Expenses

f. Balance with Service Tax Authorities and VAT Authorities

Total

Particulars

Other Bank balances

- Fixed Deposit Account (refer note 22.1 (D))

Total

- To Others

Unsecured Considered Good

a. Capital Advances

As per NBFC Guidelines (refer note 23.1)

- To Related Parties

b. Security Deposits

c. Advance Payment of Taxes and Tax deducted at Source

(Net of Provision for Taxation Rs.3,513,860,209; Previous Year Rs. 2,410,333,750)

d. Advances Recoverable in cash or in kind

Other Non Current Assets

16

(Amount in Rs.)

Particulars As at

March 31, 2013

As at

March 31, 2012

Deferred Tax Liability

Difference between Book and tax depreciation 16,388,814 33,662,169

Prepaid Expenses 50,308,528 27,486,636

Debenture issue expenses 75,877,518 57,848,358

Total Deferred Tax Liability 142,574,860 118,997,163

Deferred Tax Asset

Leave Encashment 7,333,141 7,418,342

Provision for Non performing Assets 213,444,394 136,866,231

General provision on Standard Assets 244,617,952 139,584,919

Contingent Provisions against Standard Assets 91,139,885 101,121,760

Provision for diminition in value of Non banking Financial Assets 19,040,621 -

Others 7,197,397 -

Total Deferred Tax Asset 582,773,390 384,991,252

Net Deferred Tax Asset 440,198,530 265,994,089

16.1

17

As at

March 31, 2013

As at

March 31, 2012

Deferred Tax Asset (net)

Long Term Loans and Advances

Particulars

Deferred Tax Asset and Deferred Tax Liability have been offset as they relate to the same governing taxation laws.

(Amount in Rs.)

19

Face value

(Amount in Rs.) No. (Amount in Rs.) No. (Amount in Rs.)

Unquoted Investments

10,000,000 - - 26 109,707,000

Various 620,642 1,000,000,000 - -

Total 1,000,000,000 109,707,000

20

As at

March 31, 2013

As at

March 31, 2012


1,132,322,125 -

3,032,645,875 1,510,554,633

488,659,069 1,345,770,447

4,653,627,069 2,856,325,080

21

As at

March 31, 2013

As at

March 31, 2012


- -

955,112,354 422,583,767

- -

- -

955,112,354 422,583,767

- -

- 8,541,039

12,520 12,520

(12,520) (12,520)

- 8,541,039

955,112,354 431,124,806

22

As at

March 31, 2013

As at

March 31, 2012


a. Cash and Cash Equivalents

- Cash in hand 60,866 35,053

- Stamp papers in hand 516,000 468,000

12,021,452,510 13,710,931,172

150,000,000 -

170,950,379 919,642,785

12,342,979,755 14,631,077,010

Less: Provision for doubtful debts

Total

Particulars

Unsecured, considered good


Closing Stock of Bonds & Debentures (refer note 40 (b) (B))

Total

Particulars

Trade receivables outstanding for a period less than six months from the date they are due for payment

Closing Stock of Commodities (refer note 40 (b) (C))

Inventories


Trade Receivables

Secured, considered good

Particulars

Unsecured, considered doubtful

- Balances with banks in Current Account

b. Other Bank Balances

- Fixed Deposits Account (See note 22.1 (B) and (C))

0.001% ICICI Bank Preference Shares 20/04/2018

Investments in preference shares:


Other than trade Investments (at cost)

Particulars

Current Investments

- Balances with banks in Fixed Deposit Account (See note 22.1 (A))

Investments In Mutual Funds

Religare Mutual Fund

(Direct Plan Growth)

Total



Trade receivables outstanding for a period exceeding six months from the date they are due for payment

Cash and Bank Balances

Closing Stock of Shares & other securities (refer note 40 (b) (A))




- 18,945,502

54,015,071,424 68,786,951,003

640,195 4,308,150

201,758,473 211,164,069

159,945,336 31,762,425

36,809,201 67,065,664

440,827,606 382,183,817

97,593,688 300,918,695

54,952,645,923 69,803,299,325

18

As at

March 31, 2013

As at

March 31, 2012


2,609,863,841 1,604,820,496

Interest Accrued 30,662,718 7,444,714

2,640,526,559 1,612,265,210

e. Prepaid Expenses

f. Balance with Service Tax Authorities and VAT Authorities

Total

Particulars

Other Bank balances

- Fixed Deposit Account (refer note 22.1 (D))

Total

- To Others


a. Capital Advances

As per NBFC Guidelines (refer note 23.1)

- To Related Parties

b. Security Deposits

c. Advance Payment of Taxes and Tax deducted at Source

(Net of Provision for Taxation Rs.3,513,860,209; Previous Year Rs. 2,410,333,750)

d. Advances Recoverable in cash or in kind

Other Non Current Assets

16

(Amount in Rs.)

Particulars As at

March 31, 2013

As at

March 31, 2012


Difference between Book and tax depreciation 16,388,814 33,662,169

Prepaid Expenses 50,308,528 27,486,636

Debenture issue expenses 75,877,518 57,848,358

Total Deferred Tax Liability 142,574,860 118,997,163

Deferred Tax Asset

Leave Encashment 7,333,141 7,418,342

Provision for Non performing Assets 213,444,394 136,866,231

General provision on Standard Assets 244,617,952 139,584,919

Contingent Provisions against Standard Assets 91,139,885 101,121,760

Provision for diminition in value of Non banking Financial Assets 19,040,621 -

Others 7,197,397 -

Total Deferred Tax Asset 582,773,390 384,991,252

Net Deferred Tax Asset 440,198,530 265,994,089

16.1

17

As at

March 31, 2013

As at

March 31, 2012

Deferred Tax Asset (net)

Long Term Loans and Advances

Particulars

Deferred Tax Asset and Deferred Tax Liability have been offset as they relate to the same governing taxation laws.

(Amount in Rs.)

19

Face value

(Amount in Rs.) No. (Amount in Rs.) No. (Amount in Rs.)

Unquoted Investments

10,000,000 - - 26 109,707,000

Various 620,642 1,000,000,000 - -

Total 1,000,000,000 109,707,000

20

As at

March 31, 2013

As at

March 31, 2012


1,132,322,125 -

3,032,645,875 1,510,554,633

488,659,069 1,345,770,447

4,653,627,069 2,856,325,080

21

As at

March 31, 2013

As at

March 31, 2012


- -

955,112,354 422,583,767

- -

- -

955,112,354 422,583,767

- -

- 8,541,039

12,520 12,520

(12,520) (12,520)

- 8,541,039

955,112,354 431,124,806

22

As at

March 31, 2013

As at

March 31, 2012


a. Cash and Cash Equivalents

- Cash in hand 60,866 35,053

- Stamp papers in hand 516,000 468,000

12,021,452,510 13,710,931,172

150,000,000 -

170,950,379 919,642,785

12,342,979,755 14,631,077,010


Total

Particulars



Closing Stock of Bonds & Debentures (refer note 40 (b) (B))

Total

Particulars

Trade receivables outstanding for a period less than six months from the date they are due for payment

Closing Stock of Commodities (refer note 40 (b) (C))

Inventories


Trade Receivables


Particulars


- Balances with banks in Current Account

b. Other Bank Balances

- Fixed Deposits Account (See note 22.1 (B) and (C))

0.001% ICICI Bank Preference Shares 20/04/2018

Investments in preference shares:


Other than trade Investments (at cost)

Particulars

Current Investments

- Balances with banks in Fixed Deposit Account (See note 22.1 (A))

Investments In Mutual Funds

Religare Mutual Fund

(Direct Plan Growth)

Total



Trade receivables outstanding for a period exceeding six months from the date they are due for payment

Cash and Bank Balances

Closing Stock of Shares & other securities (refer note 40 (b) (A))



22.1 Particulars

Fixed Deposits with Banks Total Kept as Security

(Refer

Note 22.2)

Free from any

Lien

Total Kept as Security

(Refer

Note 22.2)

Free from any

Lien

- Upto 3 months maturity from

the Date of Acquisition (A)

150,000,000 - 150,000,000 - - -


the Date of Acquisition (B)

81,761,000 53,200,000 28,561,000 166,076,147 137,515,147 28,561,000

- Maturity more than 12 months

from the Date of Acquisition (C)

89,189,379 63,939,379 25,250,000 753,566,638 753,516,638 50,000

Shown as Current Assets 320,950,379 117,139,379 203,811,000 919,642,785 891,031,785 28,611,000


but after one year from 12

months from Reporting Year (D)

2,609,863,841 2,609,663,841 200,000 1,604,820,496 1,604,820,496 -

Shown as Non-Current Assets 2,609,863,841 2,609,663,841 200,000 1,604,820,496 1,604,820,496 -

Total 2,930,814,220 2,726,803,220 204,011,000 2,524,463,281 2,495,852,281 28,611,000

22.2 Details of Fixed Deposits kept as security

As at

March 31, 2013

As at

March 31, 2012


63,200,000 35,150,000

- 39,950,000

550,000 200,000

- 649,000,000

84,184,111 77,081,785

2,578,869,109 1,694,470,496

2,726,803,220 2,495,852,281

23 Short Term Loans and Advances

Particulars As at

March 31, 2013

As at

March 31, 2012


- To Related Parties 3,999,541,010 8,223,749,132

- Others 55,064,743,105 48,706,335,123


- 11,512,582

275,701,812 293,345,080

c. Prepaid Expenses 259,298,017 172,923,961

17,589,997 37,348,982

139,223,584 113,712,000

f. Margin - Equity, Commodity and Currency Derivatives 25,000,000 -

Total 59,781,097,525 57,558,926,860

* For the previous year ended on March 31, 2012; Loans and Advances in cash or in kind includes Gratuity assets of Rs. 684,125. (refer note 36)

- Pledge with banks for OD facility

(b) Margin money or security against other Commitment

- Security with Tax Authorities /for License


(a) Margin money or security against Guarantee

- Pledged with Banks for Guarantees Taken

- Pledge with banks for LC facility availed by third parties

- Pledge with banks for Assignment/Securitisation of Loans

- Pledge with Securities Exchanges as Margin

e. Balances with Service Tax and VAT Authorities

d. Security Deposits

b. Loans and Advances recoverable in cash or in kind *

a. Loans and Advances to Related Parties

Total

Particulars


As per NBFC Guidelines (Refer Note 23.1)

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22

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22

Loss

Ass

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39

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6,4

27

-

33

9,7

86

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7

19

4,1

27

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7

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19

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27

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Tot

al

97

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8,5

28

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9

-

50

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6,6

56

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4

2,5

43

,91

3,0

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43

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7,9

58

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7

10

8,3

68

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8,7

66

18

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5,5

02

64

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3,0

33

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1

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87

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81

40

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8,6

24

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2

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Un

secu

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nsi

de

red

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ts

15

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58

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55

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11

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17

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78

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1

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Do

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l Ass

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75

-

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Loss

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ets

-

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-

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-

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Tot

al

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27

,28

0

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00

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11

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6

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c. T

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5,8

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Sub

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l Ass

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11

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97

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11

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Loss

Ass

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3

39

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6,4

27

-

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33

9,7

86

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7

19

4,1

27

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7

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19

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27

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7

Tot

al

11

3,0

79

,35

5,5

39

-

54

,01

5,0

71

,42

4

3,9

99

,54

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10

55

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4,7

43

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5

12

5,7

35

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0,7

62

18

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68

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6,9

51

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3

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48

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5

No

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As

at

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rch

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sse

ts A

cqu

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d in

Sat

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ctio

n o

f D

eb

ts (

refe

r n

ote

24

.1)

- F

lats

un

de

r co

nst

ruct

ion

he

ld f

or

sale

(re

fer

no

te 1

4.1

)

- O

the

r R

ece

ivab

les

Le

ss:

Pro

visi

on

fo

r G

oo

d a

nd

Do

ub

tfu

l Re

ceiv

able

s

- - -

- - -

- - -

- - -

- - -

- - -


22.1 Particulars

Fixed Deposits with Banks Total Kept as Security

(Refer

Note 22.2)

Free from any

Lien

Total Kept as Security

(Refer

Note 22.2)

Free from any

Lien


the Date of Acquisition (A)

150,000,000 - 150,000,000 - - -


the Date of Acquisition (B)

81,761,000 53,200,000 28,561,000 166,076,147 137,515,147 28,561,000


from the Date of Acquisition (C)

89,189,379 63,939,379 25,250,000 753,566,638 753,516,638 50,000

Shown as Current Assets 320,950,379 117,139,379 203,811,000 919,642,785 891,031,785 28,611,000


but after one year from 12

months from Reporting Year (D)

2,609,863,841 2,609,663,841 200,000 1,604,820,496 1,604,820,496 -

Shown as Non-Current Assets 2,609,863,841 2,609,663,841 200,000 1,604,820,496 1,604,820,496 -

Total 2,930,814,220 2,726,803,220 204,011,000 2,524,463,281 2,495,852,281 28,611,000

22.2 Details of Fixed Deposits kept as security

As at

March 31, 2013

As at

March 31, 2012


63,200,000 35,150,000

- 39,950,000

550,000 200,000

- 649,000,000

84,184,111 77,081,785

2,578,869,109 1,694,470,496

2,726,803,220 2,495,852,281

23 Short Term Loans and Advances

Particulars As at

March 31, 2013

As at

March 31, 2012


- To Related Parties 3,999,541,010 8,223,749,132

- Others 55,064,743,105 48,706,335,123


- 11,512,582

275,701,812 293,345,080

c. Prepaid Expenses 259,298,017 172,923,961

17,589,997 37,348,982

139,223,584 113,712,000

f. Margin - Equity, Commodity and Currency Derivatives 25,000,000 -

Total 59,781,097,525 57,558,926,860

* For the previous year ended on March 31, 2012; Loans and Advances in cash or in kind includes Gratuity assets of Rs. 684,125. (refer note 36)

- Pledge with banks for OD facility

(b) Margin money or security against other Commitment

- Security with Tax Authorities /for License


(a) Margin money or security against Guarantee

- Pledged with Banks for Guarantees Taken

- Pledge with banks for LC facility availed by third parties

- Pledge with banks for Assignment/Securitisation of Loans

- Pledge with Securities Exchanges as Margin

e. Balances with Service Tax and VAT Authorities

d. Security Deposits

b. Loans and Advances recoverable in cash or in kind *

a. Loans and Advances to Related Parties

Total

Particulars


As per NBFC Guidelines (Refer Note 23.1)

23

.1A

s p

er

NB

FC

Gu

ide

lin

es

Lo

an

s &

Ad

va

nce

s to

Re

late

d P

art

ies

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ns

&

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nce

s

Lo

an

s &

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va

nce

s

to R

ela

ted

Pa

rtie

s

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er

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ns

&

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va

nce

s

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an

s &

Ad

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nce

s to

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late

d P

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ies

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&

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s

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s &

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nce

s

to R

ela

ted

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rtie

s

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ns

&

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nce

s

a.

Secu

red

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nsi

de

red

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od

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dar

d A

sse

ts

95

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25

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8

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50

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56

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43

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3

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Loss

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27

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5

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1

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5

Loss

Ass

ets

-

-

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-

-

-

-

-

Tot

al

15

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0,8

27

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0

-

3,0

58

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00

1

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5,6

28

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11

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82

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c. T

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l A

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9,5

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1

12

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75

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68

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5,9

40

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62

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71

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62

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71

Do

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tfu

l Ass

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3

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96

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7

-

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30

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6,1

67

1

1,0

38

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7

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11

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Loss

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ets

3

39

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6,4

27

-

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3

39

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6,4

27

1

94

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7,5

87

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94

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87

T

ota

l1

13

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55

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-

54

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71

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4

3,9

99

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10

5

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64

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25

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5,9

80

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2

18

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5,5

02

6

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86

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1,0

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8

,22

3,7

49

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2

48

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6,3

35

,12

5

No

tes:

1 2 24

As

at

Ma

rch

31

, 2

01

3

As

at

Ma

rch

31

, 2

01

2

(Am

ou

nt

in R

s.)

(Am

ou

nt

in R

s.)

24

5,6

72

,90

4

17

3,1

08

,79

0

60

7,8

31

,01

8

19

8,6

00

,00

0

17

9,8

92

,97

9

-

36

0,9

50

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7

7,3

66

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6

(1,7

04

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3)

(1,4

16

,20

6)

1,3

92

,64

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65

37

7,6

59

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0

24

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ss v

alu

e o

f N

on

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g A

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ts is

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ssif

ied

as

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nt

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ets

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de

r Sh

ort

Te

rm L

oan

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25 Revenue from Operations

Year Ended

March 31, 2013

Year ended

March 31, 2012


Interest Income from Financing Activities

Loan against Securities 3,344,557,946 3,430,525,764

Other Loans 16,718,340,047 13,013,067,816

Interest from Fixed Deposits 200,649,249 155,373,603

Income from Other Operating Activities

Processing / Foreclosure charges 784,721,245 778,385,115

731,170,157 737,441,802

Assignment of Debts 61,992,979 85,216,359

Others 90,641,456 50,986,797

Total 21,932,073,079 18,250,997,256

26 Other Income

Year Ended

March 31, 2013

Year ended

March 31, 2012(Amount in Rs.) (Amount in Rs.)

Income from Long Term Investments

Dividend 7,390,435 6,333,957

Income from Investment in PMS Scheme and Pass Through Certificates 31,101,953 32,810,134

Interest Income on Debentures / Bonds 178,592,157 2,952,375

Profit on Sale/Redemption of Other Long Term Investments 44,849,013 -

Income from Current Investments

Profit on Sale/Redemption of Mutual Funds 52,258,307 56,903,902

Profit on Sale/Redemption of Other Current Investments 7,619,377 -

Other Non Operating Income

Income from Marketing Support Services 7,775,836 85,023,550

Brokerage Income from Mutual Fund Distribution 31,829,933 35,167,215

Loans Written off recovered (net) 203,035,807 49,984,072

Reversal of Earlier Year Contingent Provision 30,765,528 -

Gain on Foreign currency transaction (net) - 2,942,126

Profit on Sale of Capital Work In Progress-Properties 27,526,250 -

Miscellaneous Income 62,010,898 64,040,872

Total 684,755,494 336,158,203

27 Employee Benefits Expense

Year Ended

March 31, 2013

Year ended


Salaries, Allowances and Bonus 888,376,482 993,614,407

38,950,699 44,915,906

13,645,555 17,700,728

Gratuity (refer note 36) 5,785,484 -

Staff Welfare Expenses 21,789,833 25,153,666

Training and Recruitment Expenses 3,615,535 3,417,384

Total 972,163,588 1,084,802,091

Particulars

Particulars

Particulars

Contribution to Provident and Other Funds

Arbitrage & Trading in Securities / Derivatives and Commodities (refer note 40 (c))


28 Finance Costs

Year Ended

March 31, 2013

Year ended


Interest Expense

- Fixed Term Loans 9,229,739,084 6,542,663,925

- Debentures / Debenture Application Money 2,963,173,704 1,683,870,855

- Inter Corporate Loans 28,055,649 158,907,722

- Others 12,086,954 -

Commercial Paper Expenses 2,960,356,663 4,067,267,004

Other Borrowing Costs

- Loan Processing charges 201,994,300 137,844,861

- Debenture Issue Expense 112,861,341 71,483,619

Premium on Acquisition of Loan Portfolio 12,585,001 26,597,465

Total 15,520,852,696 12,688,635,451

28.1 There are no finance costs arising on account of exchange gain differences on account of foreign borrowings.

29 Depreciation and Amortization Expenses

Year Ended

March 31, 2013

Year ended


Depreciation - Tangible Assets (Refer note 13.2) 59,546,527 88,929,723

Amortization - Intangible Assets 12,217,091 11,399,886

Total 71,763,618 100,329,609

30 Other Expenses

Year Ended

March 31, 2013

Year ended


Rent 137,730,305 337,333,380

Repair and Maintenance -Others 13,776,692 10,125,668

Insurance 1,404,530 1,759,360

Rates and Taxes, excluding taxes on income 8,810,398 21,115,060

Communication Expenses 19,552,571 30,015,042

Printing and Stationery 3,545,127 6,945,304

Postage and Courier 3,820,823 5,768,424

Electricity and water expenses 27,285,150 27,561,659

Legal and Professional Charges (refer note 35) 114,665,782 99,948,564

Support Service Expenses 648,827,097 635,567,850

Rating and Surveillance Expenses 22,297,776 17,424,577

Office Expenses 11,343,578 12,285,785

Business Promotion 82,590,549 85,499,308

Travelling and Conveyance Expenses 37,202,402 40,667,647

Bank Charges 20,285,378 6,443,312

Commission and Brokerage Charges (Others) 260,002,086 410,484,518

Loans written off 893,064,775 216,750,189

Transfer to Provisions (refer note 30.2) 683,940,115 637,980,350

Loss on sale of Fixed assets (net) 6,299,863 18,748,802

Loss on Outright Sale of Loan Portfolio 70,421,205 -

Loss on sale of Assets acquired in satisfication of debts 48,600,000 -

Service Tax Expense 98,107,273 100,218,291

Miscellaneous Expenses * 50,993,812 32,388,741

Payment to Auditors (Refer Note below 30.1) 5,743,422 5,167,313

Total 3,270,310,709 2,760,199,144

Particulars

Particulars

Particulars

* 1. For the previous year ended on March 31, 2012; miscellaneous expenses includes reversal of Gratuity contribution of Rs. 789,692/- as

per acturial valuation.

2. Includes Interest on Taxes of Rs. 216,766 (previous year Rs. 5,880).


25 Revenue from Operations

Year Ended

March 31, 2013

Year ended

March 31, 2012



Loan against Securities 3,344,557,946 3,430,525,764

Other Loans 16,718,340,047 13,013,067,816

Interest from Fixed Deposits 200,649,249 155,373,603

Income from Other Operating Activities

Processing / Foreclosure charges 784,721,245 778,385,115

731,170,157 737,441,802

Assignment of Debts 61,992,979 85,216,359

Others 90,641,456 50,986,797

Total 21,932,073,079 18,250,997,256

26 Other Income

Year Ended

March 31, 2013

Year ended


Income from Long Term Investments

Dividend 7,390,435 6,333,957

Income from Investment in PMS Scheme and Pass Through Certificates 31,101,953 32,810,134

Interest Income on Debentures / Bonds 178,592,157 2,952,375

Profit on Sale/Redemption of Other Long Term Investments 44,849,013 -

Income from Current Investments

Profit on Sale/Redemption of Mutual Funds 52,258,307 56,903,902

Profit on Sale/Redemption of Other Current Investments 7,619,377 -

Other Non Operating Income

Income from Marketing Support Services 7,775,836 85,023,550

Brokerage Income from Mutual Fund Distribution 31,829,933 35,167,215

Loans Written off recovered (net) 203,035,807 49,984,072

Reversal of Earlier Year Contingent Provision 30,765,528 -

Gain on Foreign currency transaction (net) - 2,942,126

Profit on Sale of Capital Work In Progress-Properties 27,526,250 -

Miscellaneous Income 62,010,898 64,040,872

Total 684,755,494 336,158,203

27 Employee Benefits Expense

Year Ended

March 31, 2013

Year ended


Salaries, Allowances and Bonus 888,376,482 993,614,407

38,950,699 44,915,906

13,645,555 17,700,728

Gratuity (refer note 36) 5,785,484 -

Staff Welfare Expenses 21,789,833 25,153,666

Training and Recruitment Expenses 3,615,535 3,417,384

Total 972,163,588 1,084,802,091

Particulars

Particulars

Particulars

Contribution to Provident and Other Funds

Arbitrage & Trading in Securities / Derivatives and Commodities (refer note 40 (c))


28 Finance Costs

Year Ended

March 31, 2013

Year ended


Interest Expense

- Fixed Term Loans 9,229,739,084 6,542,663,925

- Debentures / Debenture Application Money 2,963,173,704 1,683,870,855

- Inter Corporate Loans 28,055,649 158,907,722

- Others 12,086,954 -

Commercial Paper Expenses 2,960,356,663 4,067,267,004

Other Borrowing Costs

- Loan Processing charges 201,994,300 137,844,861

- Debenture Issue Expense 112,861,341 71,483,619

Premium on Acquisition of Loan Portfolio 12,585,001 26,597,465

Total 15,520,852,696 12,688,635,451

28.1 There are no finance costs arising on account of exchange gain differences on account of foreign borrowings.

29 Depreciation and Amortization Expenses

Year Ended

March 31, 2013

Year ended


Depreciation - Tangible Assets (Refer note 13.2) 59,546,527 88,929,723

Amortization - Intangible Assets 12,217,091 11,399,886

Total 71,763,618 100,329,609

30 Other Expenses

Year Ended

March 31, 2013

Year ended


Rent 137,730,305 337,333,380

Repair and Maintenance -Others 13,776,692 10,125,668

Insurance 1,404,530 1,759,360

Rates and Taxes, excluding taxes on income 8,810,398 21,115,060

Communication Expenses 19,552,571 30,015,042

Printing and Stationery 3,545,127 6,945,304

Postage and Courier 3,820,823 5,768,424

Electricity and water expenses 27,285,150 27,561,659

Legal and Professional Charges (refer note 35) 114,665,782 99,948,564

Support Service Expenses 648,827,097 635,567,850

Rating and Surveillance Expenses 22,297,776 17,424,577

Office Expenses 11,343,578 12,285,785

Business Promotion 82,590,549 85,499,308

Travelling and Conveyance Expenses 37,202,402 40,667,647

Bank Charges 20,285,378 6,443,312

Commission and Brokerage Charges (Others) 260,002,086 410,484,518

Loans written off 893,064,775 216,750,189

Transfer to Provisions (refer note 30.2) 683,940,115 637,980,350

Loss on sale of Fixed assets (net) 6,299,863 18,748,802

Loss on Outright Sale of Loan Portfolio 70,421,205 -

Loss on sale of Assets acquired in satisfication of debts 48,600,000 -

Service Tax Expense 98,107,273 100,218,291

Miscellaneous Expenses * 50,993,812 32,388,741

Payment to Auditors (Refer Note below 30.1) 5,743,422 5,167,313

Total 3,270,310,709 2,760,199,144

Particulars

Particulars

Particulars

* 1. For the previous year ended on March 31, 2012; miscellaneous expenses includes reversal of Gratuity contribution of Rs. 789,692/- as

per acturial valuation.

2. Includes Interest on Taxes of Rs. 216,766 (previous year Rs. 5,880).


30.1 Payment to Auditors

Year Ended

March 31, 2013

Year ended


As Auditor:

Audit fees 3,000,000 2,895,050

Tax Audit Fees 800,000 736,000

In other Capacity

For Other Services 920,000 991,605

For Reimbursement of Expenses 1,023,422 544,658

Total 5,743,422 5,167,313

30.2 Transfer to Provisions

Year Ended

March 31, 2013

Year ended


Transfer to Provisions

Provision for Non-performing assets 236,237,916 353,339,301

General Provision on Standard assets 322,742,167 161,832,003

Contingent Provisions against Standard Assets - 87,713,672

Provision for diminution in the value of Long Term Investments 66,274,191 35,095,374

Provision against Assets acquired in Satisfaction of Debts 58,685,841 -

Total 683,940,115 637,980,350

31 Earnings per Equity Share

(Amount in Rs.)

Particulars

Diluted Basic Diluted Basic

(i) Net Profit After Tax 1,854,054,859 1,854,054,859 1,378,226,437 1,378,226,437

(937,500) (937,500) (1,187,501) (1,187,501)

(98,217,018) (98,217,018) (29,394,774) (29,394,774)

(16,085,342) (16,085,342) (4,961,210) (4,961,210)

(ii) 1,738,814,999 1,738,814,999 1,342,682,952 1,342,682,952

(iii)

163,500,000 137,519,178 -

114,150,274 35,543,485 -

(53,047,575) (44,618,097) -

(iv) 1,963,417,698 1,738,814,999 1,471,127,518 1,342,682,952

(v)

173,322,187 173,322,187 173,322,145 173,322,145

37,641,214 5,334,962

16,131,950 9,015,601

227,095,351 187,672,708

(vi) 10 10 10 10

(vii)

10.03 10.03 7.75 7.75

8.65 7.84 -

Particulars

Particulars

1. For Previous year, Conversion of Compulsorily Convertible Debentures (CCD's) and Compulsorily Convertible Preference Shares (CCPS) is anti-dilutive in nature.

Weighted Average number of equity

Shares

for Basic Earnings Per share (No) (D)

for Diluted Earnings Per share (No) (E)

Nominal value of share

Profit after tax for Basic Earnings per

Share(A)

Effect of all Dillutive Potential Shares (B)

Year ended March 31, 2012

Earnings Per Share

Basic (in Rs) (F= A/D)

Diluted (in Rs) (Refer Note 2) (G=C/E)


Profit after tax for Diluted Earnings per

Share (C)

Interest recognised on CCDs

Preference dividend on CCPs

Tax Benefit on CCDs interest

Less: Preference Dividend on 1% Non

Convertible Cumulative

Redeemable Preference Shares

Less: Preference Dividend on


Preference Shares (CCPs)

Less: Tax on Preference Dividend

Adjustments on Weighted Average

Number of Potential Equity Shares

- On account of CCPs

- On account of CCDs

32

As at

March 31, 2013

As at

March 31, 2012


53,259,105 9,184,498

116,161,982 146,342,133

70,746,120 47,350,000

372,607,927 194,056,327

- Disputed VAT Demands not provided for 307,317,614 -

2,455,561,895 1,694,470,495

2,500,000,000 -

5,875,654,643 2,091,403,453

33 Commitments

As at

March 31, 2013

As at

March 31, 2012


8,485,599 30,779,626

2,801,665,551 1,895,075,184

2,810,151,150 1,925,854,810

34 Dividends

As at

March 31, 2013

As at

March 31, 2012


(a) Dividend Paid on Preference Shares 937,500 1,187,501

- -

(b) Proposed Dividend

450,637,686 953,272,029

98,217,018 29,394,774

548,854,704 982,666,803

- Dividend per share (Current Year :- Rs. 2.60; Previous year :- Rs. 5.50)

- Interim dividend per share (refer note 34.1(i))


Total Proposed Dividend (Refer note 11)

* Out of this, Rs. 124,445,242 has been offered for adjustment with tax refund due to the Company.

Total

Particulars

(i) Equity Shares

(ii) Preference Shares

Particulars

- Cheques / Inland Bills discounted by Bank

Total

(a) Claims against the company not acknowledged as debts

(b) Guarantees

(c) Others

(b) Undisbursed Loans sanctioned

- Guarantees given to the bankers by the Company on behalf of various Clients in respect

of credit facilities availed by the said entities (for opening of LCs)

(refer note 40 (f))

- Guarantees given by the bankers on behalf of the Company (refer note 40(f))

- Disputed Income Tax Demands not provided for *

- Collateral for assignment of receivables

Particulars

(a) Estimated amount of contracts remaining to be executed on capital account and not

provided for

Contingent Liabilities

34.1 (i) The Board of Directors of the Company accorded approval to pay dividend of 1% on Non Convertible Redeemable Preference shares out of profits of the Company for the year to ICICI Bank Limited in terms of the subscription agreement. The Dividend Distribution Tax of Rs. 152,086 (Previous Year Rs. 192,672) has been provided and paid.

(ii) Considering growth and consistent profits of the Company for the years ended March 31, 2013, 2012 and 2011, the Board of Directors propose for consideration of the shareholders at the ensuing annual general meeting, payment of a dividend of Rs. 2.60 per share (26%) (previous year Rs. 5.50 per share (55%)) for the year ended March 31, 2013 on equity shares. Consequent to above, preference shareholders of different classes are also entitled to dividend as per respective issued terms sheet. The aggregate amount of dividend and the dividend distribution tax on equity and preference shares there to is Rs. 637,892,659 (previous year Rs. 1,142,079,926). An amount of Rs. 148,324,388 (previous year Rs. 110,258,116) has been transferred to general reserve as required by the Companies (Transfer of Profits to Reserves) Rules, 1975.


30.1 Payment to Auditors

Year Ended

March 31, 2013

Year ended


As Auditor:

Audit fees 3,000,000 2,895,050

Tax Audit Fees 800,000 736,000

In other Capacity

For Other Services 920,000 991,605

For Reimbursement of Expenses 1,023,422 544,658

Total 5,743,422 5,167,313

30.2 Transfer to Provisions

Year Ended

March 31, 2013

Year ended


Transfer to Provisions

Provision for Non-performing assets 236,237,916 353,339,301

General Provision on Standard assets 322,742,167 161,832,003

Contingent Provisions against Standard Assets - 87,713,672

Provision for diminution in the value of Long Term Investments 66,274,191 35,095,374

Provision against Assets acquired in Satisfaction of Debts 58,685,841 -

Total 683,940,115 637,980,350

31 Earnings per Equity Share

(Amount in Rs.)

Particulars

Diluted Basic Diluted Basic

(i) Net Profit After Tax 1,854,054,859 1,854,054,859 1,378,226,437 1,378,226,437

(937,500) (937,500) (1,187,501) (1,187,501)

(98,217,018) (98,217,018) (29,394,774) (29,394,774)

(16,085,342) (16,085,342) (4,961,210) (4,961,210)

(ii) 1,738,814,999 1,738,814,999 1,342,682,952 1,342,682,952

(iii)

163,500,000 137,519,178 -

114,150,274 35,543,485 -

(53,047,575) (44,618,097) -

(iv) 1,963,417,698 1,738,814,999 1,471,127,518 1,342,682,952

(v)

173,322,187 173,322,187 173,322,145 173,322,145

37,641,214 5,334,962

16,131,950 9,015,601

227,095,351 187,672,708

(vi) 10 10 10 10

(vii)

10.03 10.03 7.75 7.75

8.65 7.84 -

Particulars

Particulars

1. For Previous year, Conversion of Compulsorily Convertible Debentures (CCD's) and Compulsorily Convertible Preference Shares (CCPS) is anti-dilutive in nature.

Weighted Average number of equity

Shares

for Basic Earnings Per share (No) (D)

for Diluted Earnings Per share (No) (E)

Nominal value of share

Profit after tax for Basic Earnings per

Share(A)

Effect of all Dillutive Potential Shares (B)


Earnings Per Share

Basic (in Rs) (F= A/D)

Diluted (in Rs) (Refer Note 2) (G=C/E)


Profit after tax for Diluted Earnings per

Share (C)

Interest recognised on CCDs

Preference dividend on CCPs

Tax Benefit on CCDs interest

Less: Preference Dividend on 1% Non

Convertible Cumulative

Redeemable Preference Shares

Less: Preference Dividend on


Preference Shares (CCPs)

Less: Tax on Preference Dividend

Adjustments on Weighted Average

Number of Potential Equity Shares

- On account of CCPs

- On account of CCDs

32

As at

March 31, 2013

As at

March 31, 2012


53,259,105 9,184,498

116,161,982 146,342,133

70,746,120 47,350,000

372,607,927 194,056,327

- Disputed VAT Demands not provided for 307,317,614 -

2,455,561,895 1,694,470,495

2,500,000,000 -

5,875,654,643 2,091,403,453

33 Commitments

As at

March 31, 2013

As at

March 31, 2012


8,485,599 30,779,626

2,801,665,551 1,895,075,184

2,810,151,150 1,925,854,810

34 Dividends

As at

March 31, 2013

As at

March 31, 2012


(a) Dividend Paid on Preference Shares 937,500 1,187,501

- -

(b) Proposed Dividend

450,637,686 953,272,029

98,217,018 29,394,774

548,854,704 982,666,803


- Interim dividend per share (refer note 34.1(i))


Total Proposed Dividend (Refer note 11)

* Out of this, Rs. 124,445,242 has been offered for adjustment with tax refund due to the Company.

Total

Particulars

(i) Equity Shares

(ii) Preference Shares

Particulars

- Cheques / Inland Bills discounted by Bank

Total

(a) Claims against the company not acknowledged as debts

(b) Guarantees

(c) Others

(b) Undisbursed Loans sanctioned

- Guarantees given to the bankers by the Company on behalf of various Clients in respect

of credit facilities availed by the said entities (for opening of LCs)

(refer note 40 (f))

- Guarantees given by the bankers on behalf of the Company (refer note 40(f))

- Disputed Income Tax Demands not provided for *

- Collateral for assignment of receivables

Particulars

(a) Estimated amount of contracts remaining to be executed on capital account and not

provided for

Contingent Liabilities

34.1 (i) The Board of Directors of the Company accorded approval to pay dividend of 1% on Non Convertible Redeemable Preference shares out of profits of the Company for the year to ICICI Bank Limited in terms of the subscription agreement. The Dividend Distribution Tax of Rs. 152,086 (Previous Year Rs. 192,672) has been provided and paid.

(ii) Considering growth and consistent profits of the Company for the years ended March 31, 2013, 2012 and 2011, the Board of Directors propose for consideration of the shareholders at the ensuing annual general meeting, payment of a dividend of Rs. 2.60 per share (26%) (previous year Rs. 5.50 per share (55%)) for the year ended March 31, 2013 on equity shares. Consequent to above, preference shareholders of different classes are also entitled to dividend as per respective issued terms sheet. The aggregate amount of dividend and the dividend distribution tax on equity and preference shares there to is Rs. 637,892,659 (previous year Rs. 1,142,079,926). An amount of Rs. 148,324,388 (previous year Rs. 110,258,116) has been transferred to general reserve as required by the Companies (Transfer of Profits to Reserves) Rules, 1975.


35 (a) Expenditure in Foreign Currency on account of:




License Expenses 3,009,100 -

Sponsorship Expenses 2,783,500 -

Professional Expenses 1,455,489 -

7,248,089 -

Interest on Foreign Currency Forward and Swap loans, for current year : Rs. 330,263,222 (previous year : Rs. 158,471,577).

(b) Remittance in foreign currency on account of dividend to non-resident shareholders.




15,374,377 -

Note :

Particulars

Paid Final Dividend to 1 non-resident investor on 10,748,235 Equity shares(refer note 1)

Particulars

Total

1. No. of equity shares has been derived as per the conversion terms, provided in shareholers agreement entered with the Non-Resident Investor(s).

36 Employee Benefits- Gratuity and Leave Encashment

(Amount in Rs.)

l. Disclosure relating to actuarial valuation of Leave Encashment and Gratuity Liability

Leave

Encashment

Gratuity Leave

Encashment

Gratuity

I Assumptions as at March 31, 2013

Mortality IALM (1994-96) IALM (1994-96) IALM (1994-96) IALM (1994-96)

Discount Rate 7.85% p.a. 7.85% p.a. 8.20% p.a. 8.20% p.a.

Rate of increase in compensation 6.00% p.a. 6.00% p.a. 6.00% p.a. 6.00% p.a.

Rate of return(expected) on plan assets N.A. 8.00% p.a. N.A. 8.00% p.a.

Withdrawal rates 65% p.a to

10% p.a.

65% p.a to

10% p.a.

67% p.a to

24% p.a.

67% p.a to

24% p.a.

Expected average remaining service 1.80 yrs 1.80 yrs 1.81 yrs 1.81 yrs

II Changes in present value of obligations

PBO at beginning of year 22,864,359 12,291,313 19,676,566 17,136,381

Interest Cost 1,375,484 863,474 1,498,206 1,457,979

Current Service Cost 5,780,057 2,433,988 11,572,137 6,892,113

Prior Service Cost: Vested - - - -

Prior Service Cost: Non Vested - - - -

Curtailments - - - -

Settlements - - - -

Benefits Paid (13,908,208) (2,423,973) (14,512,935) (1,276,880)

Net Transfer in / (Out) - - - (2,357,743)

Actuarial loss/(gain) on obligation 6,490,014 2,751,011 4,630,385 (9,560,537)

PBO at end of year 22,601,706 15,915,813 22,864,359 12,291,313

III Changes in fair value of plan assets

Fair Value of Plan Assets at beginning of year - 12,975,438 - 17,124,000

Expected Return of Plan Assets - 897,144 - 1,249,821

Contributions made - - - -

Plan participants' contributions - - - -

Benefits paid by fund manager - (2,423,973) - (1,213,450)

Special termination benefits - - - -

Net transfer in/(out) - - - (2,514,359)

Actuarial gain / (loss) on plan assets - (634,153) - (1,670,574)

Fair Value of Plan Assets at end of year * - 10,814,456 - 12,975,438

IV Fair Value of Plan Assets


Actual Return of plan assets - 262,990 - (420,753)

Employer contributions - - - -


Benefit paid by fund manager - (2,423,973) - (1,213,450)



Fair Value of Plan Assets at end of year - 10,814,456 - 12,975,438

Funded Status * 22,601,706 5,101,359 22,864,359 (684,125)

Excess of actual over estimated return on Plan Assets - (634,153) - (1,670,574)

* Assets are held by Religare Finvest Limited Group Gratuity Scheme(the Trust) for the benefit of employees

The following tables summarizes the components of the net employee benefit expenses recognized in the Statement of Profit and Loss, the

fund status and the amount recognized in the Balance Sheet for the gratuity and leave encashment for the year ended March 31, 2013

Year Ended March 31, 2013 Year Ended March 31, 2012


35 (a) Expenditure in Foreign Currency on account of:




License Expenses 3,009,100 -

Sponsorship Expenses 2,783,500 -

Professional Expenses 1,455,489 -

7,248,089 -

Interest on Foreign Currency Forward and Swap loans, for current year : Rs. 330,263,222 (previous year : Rs. 158,471,577).

(b) Remittance in foreign currency on account of dividend to non-resident shareholders.




15,374,377 -

Note :

Particulars

Paid Final Dividend to 1 non-resident investor on 10,748,235 Equity shares(refer note 1)

Particulars

Total

1. No. of equity shares has been derived as per the conversion terms, provided in shareholers agreement entered with the Non-Resident Investor(s).

36 Employee Benefits- Gratuity and Leave Encashment

(Amount in Rs.)

l. Disclosure relating to actuarial valuation of Leave Encashment and Gratuity Liability

Leave

Encashment

Gratuity Leave

Encashment

Gratuity

I Assumptions as at March 31, 2013

Mortality IALM (1994-96) IALM (1994-96) IALM (1994-96) IALM (1994-96)

Discount Rate 7.85% p.a. 7.85% p.a. 8.20% p.a. 8.20% p.a.

Rate of increase in compensation 6.00% p.a. 6.00% p.a. 6.00% p.a. 6.00% p.a.

Rate of return(expected) on plan assets N.A. 8.00% p.a. N.A. 8.00% p.a.

Withdrawal rates 65% p.a to

10% p.a.

65% p.a to

10% p.a.

67% p.a to

24% p.a.

67% p.a to

24% p.a.

Expected average remaining service 1.80 yrs 1.80 yrs 1.81 yrs 1.81 yrs

II Changes in present value of obligations

PBO at beginning of year 22,864,359 12,291,313 19,676,566 17,136,381

Interest Cost 1,375,484 863,474 1,498,206 1,457,979


Prior Service Cost: Vested - - - -

Prior Service Cost: Non Vested - - - -

Curtailments - - - -

Settlements - - - -

Benefits Paid (13,908,208) (2,423,973) (14,512,935) (1,276,880)

Net Transfer in / (Out) - - - (2,357,743)

Actuarial loss/(gain) on obligation 6,490,014 2,751,011 4,630,385 (9,560,537)

PBO at end of year 22,601,706 15,915,813 22,864,359 12,291,313

III Changes in fair value of plan assets


Expected Return of Plan Assets - 897,144 - 1,249,821

Contributions made - - - -


Benefits paid by fund manager - (2,423,973) - (1,213,450)



Actuarial gain / (loss) on plan assets - (634,153) - (1,670,574)

Fair Value of Plan Assets at end of year * - 10,814,456 - 12,975,438

IV Fair Value of Plan Assets


Actual Return of plan assets - 262,990 - (420,753)

Employer contributions - - - -


Benefit paid by fund manager - (2,423,973) - (1,213,450)



Fair Value of Plan Assets at end of year - 10,814,456 - 12,975,438

Funded Status * 22,601,706 5,101,359 22,864,359 (684,125)

Excess of actual over estimated return on Plan Assets - (634,153) - (1,670,574)

* Assets are held by Religare Finvest Limited Group Gratuity Scheme(the Trust) for the benefit of employees

The following tables summarizes the components of the net employee benefit expenses recognized in the Statement of Profit and Loss, the

fund status and the amount recognized in the Balance Sheet for the gratuity and leave encashment for the year ended March 31, 2013



(Amount in Rs.)

Leave

Encashment

Gratuity Leave

Encashment

Gratuity

V Actuarial Loss/(Gain) Recognised

Actuarial loss/(Gain) for the year (obligation) 6,490,014 2,751,011 4,630,385 (9,560,537)

Actuarial (loss)/Gain for the year (plan asset) - (634,153) - (1,670,574)

Total Actuarial Loss/(Gain) for the year 6,490,014 3,385,164 4,630,385 (7,889,963)

Actuarial loss/(Gain) Recognised for the year 6,490,014 3,385,164 4,630,385 (7,889,963)

Total Unrecognised Actuarial Loss/(Gain) at the end of year - - - -

VI Amounts to be recognised in the balance sheet

Present value of defined benefit obligations 22,601,706 15,915,813 22,864,359 12,291,313

Fair value of plan assets - 10,814,456 - 12,975,438

Funded Status - Deficit (Surplus) 22,601,706 5,101,359 22,864,359 (684,125)

Unrecognised Actuarial Gain /(Loss) - - - -

Unfunded Liability to be recognized in the Balance Sheet - - - -

Net (Asset)/Liability recognised in the Balance Sheet 22,601,706 5,101,359 22,864,359 (684,125)

VII Expense Recognised


Interest Cost 1,375,484 863,474 1,498,206 1,457,979

Expected Return on Plan Assets - (897,142) - (1,249,821)

- - - -

Net Actuarial Loss/(Gain) recognised for the year 6,490,014 3,385,164 4,630,385 (7,889,963)

Expense recognised in the statement of Profit and Loss. 13,645,555 5,785,484 17,700,728 (789,692)

VIII Movements in the liability recognised in Balance Sheet

Opening Net Liability / (Asset) 22,864,359 (684,125) 19,676,566 12,381

Expenses as above (net of Short Term Accrued Cost) 13,645,555 5,785,484 17,700,728 (789,692)

Net Transfer in / (Out) - - - 156,616

Contribution paid (13,908,208) - (14,512,935) (63,430)

Closing Net Liability/(Asset) 22,601,706 5,101,359 22,864,359 (684,125)

- Current Liability 13,639,881 5,101,359 12,180,331 -

- Non-Current Liability 8,961,825 - 10,684,028 -

- Non-Current Assets - - - (684,125)

Experience Adjustment

Year Ended

Mar 31, 2013

Year Ended

Mar 31, 2012

Year Ended

Mar 31, 2011

Year Ended

Mar 31, 2010

Year Ended

Mar 31, 2009

A . Leave Enacashment

Benefit Obligation 22,601,706 22,864,359 19,676,566 16,152,370 3,843,106

Fair Value of plan assets -

-

-

-

-

Funded status - deficit / (surplus) 22,601,706 22,864,359 19,676,566 16,152,370 3,843,106

Experience adjustments on plan liabilities (loss) /

gain

6,343,076 2,860,716 5,628,623

Not Available Not Available

% of plan liabilities 28.06% 12.51% 28.61% Not Available Not Available

Experience adjustments on plan assets Not Applicable Not Applicable Not Applicable Not Applicable Not Applicable

% of plan assets Not Applicable Not Applicable Not Applicable Not Applicable Not Applicable

B. Gratuity


Fair Value of plan assets 10,814,455

12,975,438

17,124,000

-

-

Funded status - deficit / (surplus) 5,101,359 (684,125) 12,381 15,078,903 6,216,655


gain

2,870,236 (1,440,402) (6,356,798)


% of plan liabilities 18.03% -11.72% -37.10% Not Available Not Available

Experience adjustments on plan assets (634,154) (1,670,574) Not Applicable Not Applicable Not Applicable

% of plan assets -5.86% -12.87% Not Applicable Not Applicable Not Applicable


Net Actuarial Loss/(Gain) recognised for the year on the basis of

short term liability payable

37 Segment Reporting:

(a) Business Segment:

(b) Geographical Segment

(i) The business segment has been considered as the primary segment.

(ii) The Company’s primary business segments are reflected based on principal business activities, the nature of service, the differing risks

and returns, the organization structure and the internal financial reporting system.

(iii) The Company’s primary business comprises of Financing related activities (lending by way of secured and unsecured Loans to corporate

and others), Investment, Broking Related Activities and Depository/ Custodial Operations.

(iv) Revenue and expenses directly attributable to segments are reported under each reportable segment. Expenses incurred on behalf of

other segments and not directly identifiable to each reportable segment have been allocated to each segment on the basis of associated

revenues of each segment. All other expenses which are not attributable or allocable to segments have been disclosed as unallocable

expenses.

Assets (including fixed assets) and liabilities that are directly attributable to segments are disclosed under each reportable segment.

Common assets have been allocated to each segment on the basis of associated revenues of each segment. Common liabilities have been

allocated to each segment on the basis of total segment expense. All other assets and liabilities are disclosed as unallocable.

If the segment result of a segment includes interest or dividend income, its segment assets include the related receivables, loans,

investments, or other interest or dividend generating assets.

If the segment result of a segment includes interest expense, its segment liabilities include the related interest-bearing liabilities.

The Company operates in one Geographic Segment namely "Within India" and hence no separated information for Geographic Segment wise

disclosure is required.


(Amount in Rs.)

Leave

Encashment

Gratuity Leave

Encashment

Gratuity

V Actuarial Loss/(Gain) Recognised

Actuarial loss/(Gain) for the year (obligation) 6,490,014 2,751,011 4,630,385 (9,560,537)

Actuarial (loss)/Gain for the year (plan asset) - (634,153) - (1,670,574)

Total Actuarial Loss/(Gain) for the year 6,490,014 3,385,164 4,630,385 (7,889,963)

Actuarial loss/(Gain) Recognised for the year 6,490,014 3,385,164 4,630,385 (7,889,963)

Total Unrecognised Actuarial Loss/(Gain) at the end of year - - - -

VI Amounts to be recognised in the balance sheet

Present value of defined benefit obligations 22,601,706 15,915,813 22,864,359 12,291,313

Fair value of plan assets - 10,814,456 - 12,975,438

Funded Status - Deficit (Surplus) 22,601,706 5,101,359 22,864,359 (684,125)

Unrecognised Actuarial Gain /(Loss) - - - -

Unfunded Liability to be recognized in the Balance Sheet - - - -

Net (Asset)/Liability recognised in the Balance Sheet 22,601,706 5,101,359 22,864,359 (684,125)

VII Expense Recognised


Interest Cost 1,375,484 863,474 1,498,206 1,457,979

Expected Return on Plan Assets - (897,142) - (1,249,821)

- - - -

Net Actuarial Loss/(Gain) recognised for the year 6,490,014 3,385,164 4,630,385 (7,889,963)

Expense recognised in the statement of Profit and Loss. 13,645,555 5,785,484 17,700,728 (789,692)

VIII Movements in the liability recognised in Balance Sheet

Opening Net Liability / (Asset) 22,864,359 (684,125) 19,676,566 12,381

Expenses as above (net of Short Term Accrued Cost) 13,645,555 5,785,484 17,700,728 (789,692)

Net Transfer in / (Out) - - - 156,616

Contribution paid (13,908,208) - (14,512,935) (63,430)

Closing Net Liability/(Asset) 22,601,706 5,101,359 22,864,359 (684,125)

- Current Liability 13,639,881 5,101,359 12,180,331 -

- Non-Current Liability 8,961,825 - 10,684,028 -

- Non-Current Assets - - - (684,125)


Year Ended

Mar 31, 2013

Year Ended

Mar 31, 2012

Year Ended

Mar 31, 2011

Year Ended

Mar 31, 2010

Year Ended

Mar 31, 2009

A . Leave Enacashment


Fair Value of plan assets -

-

-

-

-

Funded status - deficit / (surplus) 22,601,706 22,864,359 19,676,566 16,152,370 3,843,106


gain

6,343,076 2,860,716 5,628,623


% of plan liabilities 28.06% 12.51% 28.61% Not Available Not Available

Experience adjustments on plan assets Not Applicable Not Applicable Not Applicable Not Applicable Not Applicable

% of plan assets Not Applicable Not Applicable Not Applicable Not Applicable Not Applicable

B. Gratuity


Fair Value of plan assets 10,814,455

12,975,438

17,124,000

-

-

Funded status - deficit / (surplus) 5,101,359 (684,125) 12,381 15,078,903 6,216,655


gain

2,870,236 (1,440,402) (6,356,798)


% of plan liabilities 18.03% -11.72% -37.10% Not Available Not Available

Experience adjustments on plan assets (634,154) (1,670,574) Not Applicable Not Applicable Not Applicable

% of plan assets -5.86% -12.87% Not Applicable Not Applicable Not Applicable


Net Actuarial Loss/(Gain) recognised for the year on the basis of

short term liability payable

37 Segment Reporting:

(a) Business Segment:

(b) Geographical Segment

(i) The business segment has been considered as the primary segment.

(ii) The Company’s primary business segments are reflected based on principal business activities, the nature of service, the differing risks

and returns, the organization structure and the internal financial reporting system.

(iii) The Company’s primary business comprises of Financing related activities (lending by way of secured and unsecured Loans to corporate

and others), Investment, Broking Related Activities and Depository/ Custodial Operations.

(iv) Revenue and expenses directly attributable to segments are reported under each reportable segment. Expenses incurred on behalf of

other segments and not directly identifiable to each reportable segment have been allocated to each segment on the basis of associated

revenues of each segment. All other expenses which are not attributable or allocable to segments have been disclosed as unallocable

expenses.

Assets (including fixed assets) and liabilities that are directly attributable to segments are disclosed under each reportable segment.

Common assets have been allocated to each segment on the basis of associated revenues of each segment. Common liabilities have been

allocated to each segment on the basis of total segment expense. All other assets and liabilities are disclosed as unallocable.

If the segment result of a segment includes interest or dividend income, its segment assets include the related receivables, loans,

investments, or other interest or dividend generating assets.

If the segment result of a segment includes interest expense, its segment liabilities include the related interest-bearing liabilities.

The Company operates in one Geographic Segment namely "Within India" and hence no separated information for Geographic Segment wise

disclosure is required.


(Am

ount

in R

s.)

Part

icul

ars

Yea

r en

ded

Mar

ch 3

1, 2

013

Yea

r en

ded

Mar

ch 3

1, 2

012

Yea

r en

ded

Mar

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1, 2

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Yea

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ded

Mar

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Yea

r en

ded

Mar

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1, 2

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Yea

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Mar

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1, 2

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Yea

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Mar

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1, 2

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Yea

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Mar

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Yea

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Mar

ch 3

1, 2

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Yea

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Mar

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1, 2

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Yea

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Mar

ch 3

1, 2

013

Yea

r en

ded

Mar

ch 3

1, 2

012

(i) S

egm

ent R

even

ue

Ext

erna

l Rev

enue

1,

053,

940,

139

823,

962,

756

21,4

61,0

91,9

4317

,664

,580

,781

37,6

27,1

8279

,033

,991

2,20

6,58

33,

201,

669

54,5

72,2

9110

,042

,305

22,6

09,4

38,1

3818

,580

,821

,502

Inte

r -S

egm

enta

l Rev

enue

-

-

-

-

-

-

-

-

-

-

-

-

Bala

nces

Writ

ten

Back

-

-

-

-

-

-

-

-

-

-

-

-

Inte

rest

/Div

iden

d In

com

e 7,

390,

435

6,33

3,95

7-

-

--

--

--

7,39

0,43

56,

333,

957

Tota

l Rev

enue

1,06

1,33

0,57

483

0,29

6,71

321

,461

,091

,943

17,6

64,5

80,7

8137

,627

,182

79,0

33,9

912,

206,

583

3,20

1,66

954

,572

,291

10,0

42,3

0522

,616

,828

,573

18,5

87,1

55,4

59

(ii) S

egm

ent R

esul

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1,77

5,06

899

,049

,526

2,19

5,88

7,72

91,

908,

103,

723

10,0

61,4

36(6

5,56

7,62

4)84

3,85

12,

201,

797

53,1

69,8

789,

401,

742

2,78

1,73

7,96

21,

953,

189,

164

Les

s: In

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-

-

-

-

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-

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-

-

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-

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Inco

me

Taxe

s (C

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Frin

ge B

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ax)

927,

683,

103

574,

962,

727

Pro

fit a

fter

tax

1,

854,

054,

859

1,37

8,22

6,43

7

(iii)

Seg

men

t Ass

ets

10,9

00,5

77,3

618,

401,

674,

492

129,

210,

662,

108

142,

005,

747,

560

10,0

45,9

5919

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,101

2,35

4,03

52,

284,

940

-

-

140,

123,

639,

463

150,

429,

361,

093

Una

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ted

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sset

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-

-

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-

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1,21

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0,71

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108

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108

Tot

al A

sset

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,577

,361

8,40

1,67

4,49

212

9,21

0,66

2,10

814

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5,74

7,56

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,045

,959

19,6

54,1

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354,

035

2,28

4,94

01,

211,

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718

1,12

5,04

3,10

814

1,33

4,66

0,18

115

1,55

4,40

4,20

1

(iv)

Seg

men

t Li

abili

ties

9,08

7,56

2,78

67,

634,

915,

443

110,

455,

974,

096

122,

865,

420,

902

10,8

01,6

4231

,449

,869

2,06

7,89

52,

019,

728

-

-

119,

556,

406,

419

130,

533,

805,

942

Una

lloca

ted

Corp

orat

e Li

abili

ties

-

-

-

-

-

-

-

-

133,

242,

393

214,

952,

080

133,

242,

393

214,

952,

080

Tot

al L

iabi

litie

s *

9,08

7,56

2,78

67,

634,

915,

443

110,

455,

974,

096

122,

865,

420,

902

10,8

01,6

4231

,449

,869

2,06

7,89

52,

019,

728

133,

242,

393

214,

952,

080

119,

689,

648,

812

130,

748,

758,

022

(v) C

apit

al E

xpen

ditu

re

138,

756

144,

126

28,2

18,1

2135

,465

,864

107,

269

167,

704

-

-

222,

284

14,3

41,9

0228

,686

,430

50,1

19,5

96

(vi)

Dep

reci

atio

n/A

mor

tiza

tion

2,

290,

499

4,57

5,07

725

,249

,347

26,3

44,6

035,

488,

703

1,43

9,49

413

1,53

640

,300

38,6

03,5

3167

,930

,135

71,7

63,6

1810

0,32

9,60

9

(vii)

Non

Cas

h Ex

pend

itur

e ot

her

th

an D

epre

ciat

ion

66,2

74,1

91

-

1,58

2,20

3,82

283

5,90

1,22

612

,385

1,68

316

,199

61,9

0074

2,57

263

2,30

51,

649,

249,

169

836,

597,

114

Una

lloca

ted

TOTA

L

* To

tal L

iabi

litie

s do

esn’

t in

clud

e Sh

are

Capi

tal,

Rese

rves

and

Sur

plus

.

INFO

RM

ATI

ON

AB

OU

T PR

IMA

RY

BU

SIN

ESS

SEG

MEN

T

Inve

stm

ent

Act

ivit

ies

Fina

ncin

g A

ctiv

itie

sBr

okin

g Re

late

d A

ctiv

itie

sCu

stod

ial/

Dep

osit

ory

Ope

rati

ons

38. Related Party Disclosures

List of Related Parties as on March 31, 2013

RP Type Nature of Relationship Name of Party

(a)(i) Holding Company Religare Enterprises Limited

(a)(ii) Subsidiary of the Company Religare Housing Development Finance Corporation Limited

(w.e.f December 3, 2010)

Big Vision Consultants Private Limited (w.e.f. December 31, 2012)

Cheryl Advisory Private Limited (w.e.f. December 31, 2012)

Empower Expertise Private Limited (w.e.f. December 31, 2012)

(a)(iii) Fellow Subsidiaries of the Company REL Infrafacilities Limited

(Formerly known as Religare Realty Limited)

(Name changed from Religare Realty Limited to REL Infrafacilities Limited

w.e.f. November 18, 2010)


Religare Capital Markets (India) Limited


Religare Commodity Broking Private Limited

(Formerly known as Shreyas Advisory Services Private Limited)

Religare Finance Limited

Religare Financial Consultancy Services Limited

(Formerly known as Religare Insurance Broking Limited)

(Ceased to be subsidiary of Religare Enterprises Limited w.e.f. March 26,

2013)

Religare Global Asset Managment Inc.

Religare Health Insurance Company Limited


RGAM Corporation Private Limited

(Formerly known as Religare Global Asset Management Company Private

Limited)

Vistaar Religare Capital Advisors Limited

(a)(iv) Subsidiaries of Fellow Subsidiaries Bartleet Religare Securities (Private) Limited (w.e.f. 24-06-2011)

(Formerly Bartleet Mallory Stock Brokers (Private) Limited

Charterpace Limited

Hichens, Harrison (Ventures) Limited

Kyte Management Limited (KML)

Landmark Equity Advisors LLC

Landmark Partners LLC

Landmark Realty Advisors LLC

London Wall Nominees Limited

Mill Pond Associates LLC

Northgate Capital Asia (India) Limited

(Incorporated as wholly owned subsidiary of Religare Securities Limited

w.e.f. June 15, 2011)

Northgate Capital LLC

(Religare Enterprises Limited through a wholly owned subsidiary Religare

Global Asset Management Inc. acquired 70% stake in Northgate Capital LLC

w.e.f December 01, 2010)

Northgate Capital LP

(Religare Enterprises Limited through a wholly subsidiary Religare Global

Asset Management Inc. acquired 70% stake in Northgate Capital LP w.e.f

December 01, 2010)


(Formerly known as Religare Advisory Services Private Limited)


(Am

ount

in R

s.)

Part

icul

ars

Yea

r en

ded

Mar

ch 3

1, 2

013

Yea

r en

ded

Mar

ch 3

1, 2

012

Yea

r en

ded

Mar

ch 3

1, 2

013

Yea

r en

ded

Mar

ch 3

1, 2

012

Yea

r en

ded

Mar

ch 3

1, 2

013

Yea

r en

ded

Mar

ch 3

1, 2

012

Yea

r en

ded

Mar

ch 3

1, 2

013

Yea

r en

ded

Mar

ch 3

1, 2

012

Yea

r en

ded

Mar

ch 3

1, 2

013

Yea

r en

ded

Mar

ch 3

1, 2

012

Yea

r en

ded

Mar

ch 3

1, 2

013

Yea

r en

ded

Mar

ch 3

1, 2

012

(i) S

egm

ent R

even

ue

Ext

erna

l Rev

enue

1,

053,

940,

139

823,

962,

756

21,4

61,0

91,9

4317

,664

,580

,781

37,6

27,1

8279

,033

,991

2,20

6,58

33,

201,

669

54,5

72,2

9110

,042

,305

22,6

09,4

38,1

3818

,580

,821

,502

Inte

r -S

egm

enta

l Rev

enue

-

-

-

-

-

-

-

-

-

-

-

-

Bala

nces

Writ

ten

Back

-

-

-

-

-

-

-

-

-

-

-

-

Inte

rest

/Div

iden

d In

com

e 7,

390,

435

6,33

3,95

7-

-

--

--

--

7,39

0,43

56,

333,

957

Tota

l Rev

enue

1,06

1,33

0,57

483

0,29

6,71

321

,461

,091

,943

17,6

64,5

80,7

8137

,627

,182

79,0

33,9

912,

206,

583

3,20

1,66

954

,572

,291

10,0

42,3

0522

,616

,828

,573

18,5

87,1

55,4

59

(ii) S

egm

ent R

esul

ts52

1,77

5,06

899

,049

,526

2,19

5,88

7,72

91,

908,

103,

723

10,0

61,4

36(6

5,56

7,62

4)84

3,85

12,

201,

797

53,1

69,8

789,

401,

742

2,78

1,73

7,96

21,

953,

189,

164

Les

s: In

tere

st e

xpen

se

-

-

-

-

-

-

-

-

-

-

-

-

Inco

me

Taxe

s (C

urre

nt, D

efer

red

and

Frin

ge B

enef

it T

ax)

927,

683,

103

574,

962,

727

Pro

fit a

fter

tax

1,

854,

054,

859

1,37

8,22

6,43

7

(iii)

Seg

men

t Ass

ets

10,9

00,5

77,3

618,

401,

674,

492

129,

210,

662,

108

142,

005,

747,

560

10,0

45,9

5919

,654

,101

2,35

4,03

52,

284,

940

-

-

140,

123,

639,

463

150,

429,

361,

093

Una

lloca

ted

Corp

orat

e A

sset

s -

-

-

-

-

-

-

-

1,21

1,02

0,71

81,

125,

043,

108

1,21

1,02

0,71

81,

125,

043,

108

Tot

al A

sset

s 10

,900

,577

,361

8,40

1,67

4,49

212

9,21

0,66

2,10

814

2,00

5,74

7,56

010

,045

,959

19,6

54,1

012,

354,

035

2,28

4,94

01,

211,

020,

718

1,12

5,04

3,10

814

1,33

4,66

0,18

115

1,55

4,40

4,20

1

(iv)

Seg

men

t Li

abili

ties

9,08

7,56

2,78

67,

634,

915,

443

110,

455,

974,

096

122,

865,

420,

902

10,8

01,6

4231

,449

,869

2,06

7,89

52,

019,

728

-

-

119,

556,

406,

419

130,

533,

805,

942

Una

lloca

ted

Corp

orat

e Li

abili

ties

-

-

-

-

-

-

-

-

133,

242,

393

214,

952,

080

133,

242,

393

214,

952,

080

Tot

al L

iabi

litie

s *

9,08

7,56

2,78

67,

634,

915,

443

110,

455,

974,

096

122,

865,

420,

902

10,8

01,6

4231

,449

,869

2,06

7,89

52,

019,

728

133,

242,

393

214,

952,

080

119,

689,

648,

812

130,

748,

758,

022

(v) C

apit

al E

xpen

ditu

re

138,

756

144,

126

28,2

18,1

2135

,465

,864

107,

269

167,

704

-

-

222,

284

14,3

41,9

0228

,686

,430

50,1

19,5

96

(vi)

Dep

reci

atio

n/A

mor

tiza

tion

2,

290,

499

4,57

5,07

725

,249

,347

26,3

44,6

035,

488,

703

1,43

9,49

413

1,53

640

,300

38,6

03,5

3167

,930

,135

71,7

63,6

1810

0,32

9,60

9

(vii)

Non

Cas

h Ex

pend

itur

e ot

her

th

an D

epre

ciat

ion

66,2

74,1

91

-

1,58

2,20

3,82

283

5,90

1,22

612

,385

1,68

316

,199

61,9

0074

2,57

263

2,30

51,

649,

249,

169

836,

597,

114

Una

lloca

ted

TOTA

L

* To

tal L

iabi

litie

s do

esn’

t in

clud

e Sh

are

Capi

tal,

Rese

rves

and

Sur

plus

.

INFO

RM

ATI

ON

AB

OU

T PR

IMA

RY

BU

SIN

ESS

SEG

MEN

T

Inve

stm

ent

Act

ivit

ies

Fina

ncin

g A

ctiv

itie

sBr

okin

g Re

late

d A

ctiv

itie

sCu

stod

ial/

Dep

osit

ory

Ope

rati

ons

38. Related Party Disclosures

List of Related Parties as on March 31, 2013


(a)(i) Holding Company Religare Enterprises Limited

(a)(ii) Subsidiary of the Company Religare Housing Development Finance Corporation Limited

(w.e.f December 3, 2010)

Big Vision Consultants Private Limited (w.e.f. December 31, 2012)

Cheryl Advisory Private Limited (w.e.f. December 31, 2012)

Empower Expertise Private Limited (w.e.f. December 31, 2012)

(a)(iii) Fellow Subsidiaries of the Company REL Infrafacilities Limited

(Formerly known as Religare Realty Limited)

(Name changed from Religare Realty Limited to REL Infrafacilities Limited

w.e.f. November 18, 2010)





(Formerly known as Shreyas Advisory Services Private Limited)


Religare Financial Consultancy Services Limited

(Formerly known as Religare Insurance Broking Limited)

(Ceased to be subsidiary of Religare Enterprises Limited w.e.f. March 26,

2013)

Religare Global Asset Managment Inc.




(Formerly known as Religare Global Asset Management Company Private

Limited)


(a)(iv) Subsidiaries of Fellow Subsidiaries Bartleet Religare Securities (Private) Limited (w.e.f. 24-06-2011)

(Formerly Bartleet Mallory Stock Brokers (Private) Limited

Charterpace Limited


Kyte Management Limited (KML)


Landmark Partners LLC

Landmark Realty Advisors LLC





w.e.f. June 15, 2011)


(Religare Enterprises Limited through a wholly owned subsidiary Religare

Global Asset Management Inc. acquired 70% stake in Northgate Capital LLC

w.e.f December 01, 2010)


(Religare Enterprises Limited through a wholly subsidiary Religare Global

Asset Management Inc. acquired 70% stake in Northgate Capital LP w.e.f

December 01, 2010)


(Formerly known as Religare Advisory Services Private Limited)



(a)(iv) Subsidiaries of Fellow Subsidiaries (Continued..) Religare Arts Investment Management Limited

Religare Bartleet Capital Markets (Private) Limited


Religare Capital Market (UK) Limited

Religare Capital Markets (Beijing) Limited

Religare Capital Markets (Europe) Limited

(Formerly known as Religare Capital Markets Plc )

Religare Capital Markets (Hong Kong) Limited

(Formerly known as Central Joint Enterprises Limited)

Religare Capital Markets (Pty) Limited

(Formerly known as Religare Hichens, Harrison (Pty) Ltd.)

Religare Capital Markets (Singapore) Pte Limited

(Formerly known as Central Joint Enterprises Pte Limited, Singapore)

Religare Capital Markets Corporate Finance Pte Limited, Singapore

(Formerly known as Religare Capital Markets Advisers Pte Limited;

prior known as Religare Capital Markets Pte. Ltd.)

Religare Capital Markets Inc.

Religare Capital Markets International (Mauritius) Limited

Religare Commodities Limited

Religare Global Asset Management Japan Co. Limited

Religare Health Trust Trustee Manager Pte Ltd.

(Became wholly owned subsidiary of RGAM Corporation Private Limited

w.e.f. October 12, 2012)

Religare Invesco Asset Management Company Private Limited

(Formerly known as Religare Asset Management Company Private Limited)



w.e.f. July 05, 2011)

Religare Investment Holdings (UK) Ltd.

(Became subsidiary of Religare Capital Markets International(Mauritius)

Limited with effect from April 19, 2012. Earlier was a subsidiaryofReligare

Capital Markets (Europe) Limited)

Religare Securities Australia Pty Limited

(Formerly known as Relsec Australia Pty. Ltd)

Religare Share Brokers Limited

Religare Trustee Company Limited


Strategic Research Limited

Tobler (Mauritius) Limited

Tobler UK Limited

(b) Associates and Joint Ventures of the Company Nil

(c) Mr. Malvinder Mohan Singh

Mr. Shivinder Mohan Singh

Mrs. Nimmi Singh

Mrs. Harjit Grewal

Mrs. Japna Malvinder Singh

Baby Nimrita Parvinder Singh

Baby Nanaki Parvinder Singh

Baby Nandini Parvinder Singh

Mrs. Aditi Shivinder Singh

Master Udayveer Parvinder Singh

Master Anhad Parvinder Singh

Master Vivan Parvinder Singh

Master Kabir Parvinder Singh

Individuals owning, directly or indirectly, an interest in the

voting power of the reporting Enterprise that gives them

control or significant influence over the enterprise, and

relatives of any such individual


(d) Key Management Personnel and relatives thereof with

whom transactions have taken place

Mr. Kavi Arora (Managing Director)

(Appointed w.e.f November 14, 2011)

Ms. Kanchan Jain (Whole Time Director)

(Appointed w.e.f. March 25, 2013)

Mr. Anil Saxena (Managing Director) (upto November 14, 2011)

Mr. Atul Gupta (Wholetime Director) (upto November 14, 2011)

Mr. J S Grewal (Wholetime Director) (upto November 12, 2011)

Mrs. Ramita Saxena (upto November 14, 2011)

(Relatives of Mr. Anil Saxena)

Mr. Tej Bahadur Saxena (upto November 14, 2011)


(e) Aegon Religare Life Insurance Company Limited



(Name changed from Religare Technova Global Solutions Limited w.e.f

December 28, 2010) (Religare Technova Global Solutions merged with

Religare Technova Limited w.e.f August 16, 2010)


Fortis Hospitals Limited

International Hospital Limited

Ligare Travels Limited

(Formerly Religare Travels (India) Limited)


(Formerly Religare Voyages Limited)

(Name changed w.e.f July 30, 2012. Further, became a subsidiary of RHC

Holding Private Limited w.e.f. July 31, 2012)



Religare Aviation Training Academy Limited


Religare Infotech Private Limited

Religare Macquarie Wealth Management Limited


(Religare Technova Business Intelect Limited and Religare Technova IT

Services Limited merged with Religare Technologies Limited w.e.f August

16th 2010)


RHC Finance Private Limited


SRL Limited

(Formerly Super Religare Laboratories Limited)

Enterprises over which any person described in (c) and (d) is

able to exercise significant influence and with whom

transactions have taken place



(a)(iv) Subsidiaries of Fellow Subsidiaries (Continued..) Religare Arts Investment Management Limited



Religare Capital Market (UK) Limited


Religare Capital Markets (Europe) Limited

(Formerly known as Religare Capital Markets Plc )

Religare Capital Markets (Hong Kong) Limited

(Formerly known as Central Joint Enterprises Limited)

Religare Capital Markets (Pty) Limited

(Formerly known as Religare Hichens, Harrison (Pty) Ltd.)


(Formerly known as Central Joint Enterprises Pte Limited, Singapore)

Religare Capital Markets Corporate Finance Pte Limited, Singapore

(Formerly known as Religare Capital Markets Advisers Pte Limited;

prior known as Religare Capital Markets Pte. Ltd.)





Religare Health Trust Trustee Manager Pte Ltd.

(Became wholly owned subsidiary of RGAM Corporation Private Limited

w.e.f. October 12, 2012)


(Formerly known as Religare Asset Management Company Private Limited)



w.e.f. July 05, 2011)

Religare Investment Holdings (UK) Ltd.

(Became subsidiary of Religare Capital Markets International(Mauritius)

Limited with effect from April 19, 2012. Earlier was a subsidiaryofReligare

Capital Markets (Europe) Limited)


(Formerly known as Relsec Australia Pty. Ltd)


Religare Trustee Company Limited




Tobler UK Limited

(b) Associates and Joint Ventures of the Company Nil

(c) Mr. Malvinder Mohan Singh

Mr. Shivinder Mohan Singh

Mrs. Nimmi Singh

Mrs. Harjit Grewal










Individuals owning, directly or indirectly, an interest in the

voting power of the reporting Enterprise that gives them

control or significant influence over the enterprise, and

relatives of any such individual


(d) Key Management Personnel and relatives thereof with

whom transactions have taken place


(Appointed w.e.f November 14, 2011)

Ms. Kanchan Jain (Whole Time Director)

(Appointed w.e.f. March 25, 2013)

Mr. Anil Saxena (Managing Director) (upto November 14, 2011)

Mr. Atul Gupta (Wholetime Director) (upto November 14, 2011)

Mr. J S Grewal (Wholetime Director) (upto November 12, 2011)

Mrs. Ramita Saxena (upto November 14, 2011)


Mr. Tej Bahadur Saxena (upto November 14, 2011)


(e) Aegon Religare Life Insurance Company Limited



(Name changed from Religare Technova Global Solutions Limited w.e.f

December 28, 2010) (Religare Technova Global Solutions merged with

Religare Technova Limited w.e.f August 16, 2010)


Fortis Hospitals Limited

International Hospital Limited

Ligare Travels Limited

(Formerly Religare Travels (India) Limited)


(Formerly Religare Voyages Limited)

(Name changed w.e.f July 30, 2012. Further, became a subsidiary of RHC

Holding Private Limited w.e.f. July 31, 2012)



Religare Aviation Training Academy Limited


Religare Infotech Private Limited

Religare Macquarie Wealth Management Limited


(Religare Technova Business Intelect Limited and Religare Technova IT

Services Limited merged with Religare Technologies Limited w.e.f August

16th 2010)


RHC Finance Private Limited


SRL Limited

(Formerly Super Religare Laboratories Limited)

Enterprises over which any person described in (c) and (d) is

able to exercise significant influence and with whom

transactions have taken place


Following transactions were carried out with related parties in the ordinary course of business during the year ended March 31, 2013Amount in Rs.

Nature of Transactions Name of the Related Party RP Type

Mar-13 Mar-12

FINANCE

Inter Corporate Loans Taken

Religare Enterprises Limited (a)(i) - 830,500,000

RHC Holding Private Limited (e) - 865,000,000

Religare Aviation Limited (e) - 6,011,297

International Hospital Limited (e) - 2,000,000,000

Inter Corporate Loans Taken Total - 3,701,511,297

Inter Corporate Loans Repaid


Religare Health Insurance Company Limited (a)(iii) 1,120,000,000 -




Inter Corporate Loans Repaid Total 1,120,000,000 5,698,011,297

Interest Paid on Inter Corporate Loans


Religare Health Insurance Company Limited (a)(iii) 28,051,507 122,064,657

RHC Holding Private Limited (e) - 189,589

Religare Aviation Limited (e) - 31,621

International Hospital Limited (e) - 25,813,647


Total

28,051,507 156,981,651

Interest Paid on Compulsory Convertible

Debentures

Religare Enterprises Limited (a)(i) 163,500,000 137,519,178


Debentures Total

163,500,000 137,519,178

Interest Paid on Non Convertible

Debentures

Religare Enterprises Limited (a)(i) 5,777,055 -

RHC Finance Private Limited (e) 45,608,219 54,875,000

RHC Holding Private Limited (e) 33,698,630 143,287


Debentures Total

85,083,904 55,018,287

Interest Expense on Publicly Placed

Secured Redeemable Non Convertible

Debentures

Mr. Malvinder Mohan Singh (c) 10,412,500 5,638,778

Mr. Shivinder Mohan Singh (c) 8,517,945 3,980,314

Mr. Kavi Arora (d) 73,069 26,185

Mr. J S Grewal (d) - 3,990

Mrs. Ramita Saxena (d) - 10,194

Mr. Tej Bahadur Saxena (d) - 1,995

Aegon Religare Life Insurance Company Limited (e) 9,075,000 4,867,367

RHC Holding Private Limited (e) 6,125,000 3,393,640



Debentures Total

34,203,514 17,922,463

Interest Expense on Delayed Payments

Religare Securities Limited (a)(iii) 12,086,954 -


Total

12,086,954 -

Inter Corporate Loans given

Religare Housing Development Finance Corporation Limited (a)(ii) - 1,670,295,711

REL Infrafacilities Limited (a)(iii) 1,872,000,000 1,736,000,000

Religare Arts Initiative Limited (a)(iii) 327,100,000 281,000,000

Religare Financial Consultancy Services Limited (a)(iii) 55,000,000 31,900,000

Vistaar Religare Capital Advisors Limited (a)(iii) 1,335,000 300,000

Religare Capital Markets Limited (a)(iii) 4,288,000,000 2,771,500,000

Total


Mar-13 Mar-12

Total

Religare Securities Limited (a)(iii) 1,300,000,000

200,000,000

Religare Advisory Services Limited (a)(iv) 41,000,000

9,000,000

Religare Bullion Limited (a)(iv) 4,484,548,083

7,674,866,453

Religare Venture Capital Limited (a)(iv) 453,700,000

108,250,000

Religare Commodities Limited (a)(iv) -

330,000,000

Religare Investment Advisors Limited (a)(iv) 8,250,000

-

DION Global Solutions Limited (e) 19,100,000

3,670,800,000

Religare Aviation Limited (e) 1,303,550,000

15,316,900,000

Religare Aviation Training Academy Limited (e) 600,000

-

Ligare Voyages Limited (e) 1,096,200,000

5,005,600,000

RHC Holding Private Limited (e) 6,287,983,665

10,130,000,000

Religare Corporate Services Limited (e) 65,000,000

911,700,000

Oscar Investments Limited (e) 5,260,000,000

1,160,000,000

Religare Technologies Limited (e) 3,948,250,000

7,073,200,000

Religare Wellness Limited (e) 71,000,000

50,000,000

Escort Heart Centre Limited (e) 7,860,000,000

-

ANR Securities Limited (e) 4,398,000,000 1,350,000,000

Inter Corporate Loans Given Total 43,140,616,748 59,481,312,164

Inter Corporate Loans received back

Religare Housing Development Finance Corporation Limited (a)(ii) 363,295,711 1,532,000,000





Religare Securities Limited (a)(iii) 1,300,000,000 200,000,000

Religare Bullion Limited (a)(iv) 4,397,685,111 7,694,866,453 Religare Venture Capital Limited (a)(iv) 658,099,994 72,000,000 Religare Advisory Services Limited (a)(iv) 81,099,993 - Religare Investment Advisors Limited (a)(iv) 8,250,000 - Religare Commodities Limited (a)(iv) - 330,000,000 Religare Aviation Limited (e) 1,898,629,978 13,988,820,022 RHC Holding Private Limited (e) 7,438,903,117 8,979,080,548 Religare Corporate Services Limited (e) 65,000,000 911,700,000 DION Global Solutions Limited (e) - 4,778,775,003 Oscar Investments Limited (e) 5,620,000,000

1,260,000,000

Religare Aviation Training Academy Limited (e) -

19,500,000


7,446,900,000


4,047,600,000


79,389,715

SRL Limited (e) -

771,000,000


- ANR Securities Limited (e) 4,781,986,706

850,000,000


Total

47,100,476,552

58,192,989,075

Interest Received on Inter Corporate

Loans

Religare Housing Development Finance Corporation Limited (a)(ii) 7,959,533

58,135,692 REL Infrafacilities Limited (a)(iii) 35,801,694

43,297,725

Religare Arts Initiative Limited (a)(iii) 16,776,039

26,251,412

Religare Financial Consultancy Services Limited (a)(iii) 3,590,100

10,209,541

Vistaar Religare Capital Advisors Limited (a)(iii) 1,425,723

1,266,250

Religare Capital Markets Limited (a)(iii) 4,612,329

6,383,507

Religare Securities Limited (a)(iii) 1,715,068

526,027


4,554,530

Religare Bullion Limited (a)(iv) 26,386,209

59,805,198


27,428,769

Religare Investment Advisors Limited (a)(iv) 110,466

-


388,603


121,401,718

Oscar Investments Limited (e) 175,911,781

44,065,480

Religare Aviation Limited (e) 121,076,895

165,478,853

Religare Aviation Training Academy Limited (e) 1,362,219

1,692,658

Religare Technologies Limited (e) 187,237,154

207,738,329

Amount in Rs.


Following transactions were carried out with related parties in the ordinary course of business during the year ended March 31, 2013Amount in Rs.


Mar-13 Mar-12

FINANCE

Inter Corporate Loans Taken





Inter Corporate Loans Taken Total - 3,701,511,297



Religare Health Insurance Company Limited (a)(iii) 1,120,000,000 -




Inter Corporate Loans Repaid Total 1,120,000,000 5,698,011,297



Religare Health Insurance Company Limited (a)(iii) 28,051,507 122,064,657



International Hospital Limited (e) - 25,813,647


Total

28,051,507 156,981,651


Debentures



Debentures Total

163,500,000 137,519,178


Debentures



RHC Holding Private Limited (e) 33,698,630 143,287


Debentures Total

85,083,904 55,018,287



Debentures



Mr. Kavi Arora (d) 73,069 26,185








Debentures Total

34,203,514 17,922,463




Total

12,086,954 -

Inter Corporate Loans given

Religare Housing Development Finance Corporation Limited (a)(ii) - 1,670,295,711




Vistaar Religare Capital Advisors Limited (a)(iii) 1,335,000 300,000


Total


Mar-13 Mar-12

Total


200,000,000


9,000,000


7,674,866,453


108,250,000


330,000,000

Religare Investment Advisors Limited (a)(iv) 8,250,000

-


3,670,800,000

Religare Aviation Limited (e) 1,303,550,000

15,316,900,000

Religare Aviation Training Academy Limited (e) 600,000

-


5,005,600,000

RHC Holding Private Limited (e) 6,287,983,665

10,130,000,000

Religare Corporate Services Limited (e) 65,000,000

911,700,000

Oscar Investments Limited (e) 5,260,000,000

1,160,000,000


7,073,200,000


50,000,000


-

ANR Securities Limited (e) 4,398,000,000 1,350,000,000

Inter Corporate Loans Given Total 43,140,616,748 59,481,312,164


Religare Housing Development Finance Corporation Limited (a)(ii) 363,295,711 1,532,000,000





Religare Securities Limited (a)(iii) 1,300,000,000 200,000,000

Religare Bullion Limited (a)(iv) 4,397,685,111 7,694,866,453 Religare Venture Capital Limited (a)(iv) 658,099,994 72,000,000 Religare Advisory Services Limited (a)(iv) 81,099,993 - Religare Investment Advisors Limited (a)(iv) 8,250,000 - Religare Commodities Limited (a)(iv) - 330,000,000 Religare Aviation Limited (e) 1,898,629,978 13,988,820,022 RHC Holding Private Limited (e) 7,438,903,117 8,979,080,548 Religare Corporate Services Limited (e) 65,000,000 911,700,000 DION Global Solutions Limited (e) - 4,778,775,003 Oscar Investments Limited (e) 5,620,000,000

1,260,000,000

Religare Aviation Training Academy Limited (e) -

19,500,000


7,446,900,000


4,047,600,000


79,389,715

SRL Limited (e) -

771,000,000


- ANR Securities Limited (e) 4,781,986,706

850,000,000


Total

47,100,476,552

58,192,989,075


Loans

Religare Housing Development Finance Corporation Limited (a)(ii) 7,959,533

58,135,692 REL Infrafacilities Limited (a)(iii) 35,801,694

43,297,725

Religare Arts Initiative Limited (a)(iii) 16,776,039

26,251,412


10,209,541

Vistaar Religare Capital Advisors Limited (a)(iii) 1,425,723

1,266,250


6,383,507


526,027


4,554,530

Religare Bullion Limited (a)(iv) 26,386,209

59,805,198


27,428,769


-


388,603


121,401,718

Oscar Investments Limited (e) 175,911,781

44,065,480

Religare Aviation Limited (e) 121,076,895

165,478,853


1,692,658

Religare Technologies Limited (e) 187,237,154

207,738,329

Amount in Rs.


Amount in Rs.


Mar-13 Mar-12

Total

Ligare Voyages Limited (e) 141,112,559 189,188,389

Religare Wellness Limited (e) 3,629,338 9,973,746 RHC Holding Private Limited (e) 196,358,193 79,287,819 ANR Securities Limited (e) 170,200,465 81,982,877 Religare Corporate Services Limited (e) 5,754 24,321,528 Escort Heart Centre Limited (e) 19,514,247 - SRL Limited (e) - 22,901,877


Loans Total

1,162,453,320 1,186,280,528

Reimbursement by Other Company of

Recovery of Loan / Advances To

Employees

Religare Enterprises Limited (a)(i) - 10,898,108 Religare Housing Development Finance Corporation Limited (a)(ii) - 3,600 Religare Securities Limited (a)(iii) - 679,658 Religare Financial Consultancy Services Limited (a)(iii) - 78,929 Religare Health Insurance Company Limited (a)(iii) - 6,821,967 Religare Corporate Services Limited (e) - 136,253



Employees Total

- 18,618,515

Reimbursement to Other Company of


Employees

Religare Enterprises Limited (a)(i) - 49,787 Religare Housing Development Finance Corporation Limited (a)(ii) - 399,182 Religare Securities Limited (a)(iii) 4,261 5,186,103 Religare Financial Consultancy Services Limited (a)(iii) - 138,613 Religare Capital Markets Limited (a)(iii) - 6,270 Religare Health Insurance Company Limited (a)(iii) 279,967 4,000,000 Religare Corporate Services Limited (e) - 21,865



Employees Total

284,228 9,801,820

Reimbursement of Advances to Other

Company

Religare Enterprises Limited (a)(i) 14,377,795 - Reimbursement of Advances to Other

Company Total

14,377,795 -

Allotment of Compulsory Convertible

Debentures

Religare Enterprises Limited (a)(i) -

1,500,000,000


Debentures Total

-

1,500,000,000

Allotment of Publicly Placed Secured

Redeemable Non Convertible Debentures

Mr. Malvinder Mohan Singh (c) -

85,000,000

Mr. Shivinder Mohan Singh (c) 20,000,000

60,000,000

Mr. J S Grewal (d) -

200,000

Mr. Kavi Arora (d) 400,000

400,000

Mrs. Ramita Saxena (d) -

500,000

Mr. Tej Bahadur Saxena (d) -

100,000

Aegon Religare Life Insurance Company Limited (e) -

75,000,000

RHC Holding Private Limited (e) -

100,000,000


Redeemable Non Convertible

Debentures Total

20,400,000

321,200,000

Dividend Paid

Religare Enterprises Limited (a)(i) 953,271,754

-

Dividend Paid Total 953,271,754

-

Amount in Rs.


Mar-13 Mar-12

Total

Sale of Bond


810,052,240

Sale of Bond Total 732,532,932

810,052,240

Purchase of Bond


-

Religare Health Insurance Company Limited (a)(iii) -

90,698,301


Purchase of Bond Total 1,506,655,927 344,662,900

Commission Expense

Religare Macquarie Wealth Management Limited (e) 5,962,811 12,880,830



Commission Expense Total 7,808,963 15,326,992

Support Service Expenses

Religare Corporate Services Limited (e) 645,227,097 269,155,304

Support Service Expenses Total 645,227,097 269,155,304

Marketing Support Income


Marketing Support Income Total 4,111,954 39,507,268 Assignment of receivables

Religare Housing Development Finance Corporation Limited (a)(ii) - 195,149,669 Assignment of receivables Total - 195,149,669 Security Deposit Refund

Religare Financial Consultancy Services Limited (a)(iii) 8,970,317 5,320,240 Security Deposit Refund Total 8,970,317 5,320,240 Interest received on FDR Margin

Religare Securities Limited (a)(iii) - 81,843

Religare Commodities Limited (a)(iv) 1,246,691 -

Interest received on FDR Margin Total 1,246,691 81,843

Interest Paid on Margin (Pre-matured

FDRs)

Religare Capital Markets Limited (a)(iii) - 213,532

Religare Commodities Limited (a)(iv) - 227,906


FDRs) Total

- 441,438

Depository Charges

Religare Securities Limited (a)(iii) 635,357 768,051

Depository Charges Total 635,357 768,051

Brokerage Paid

Religare Securities Limited (a)(iii) 24,310,135 60,199,164

Religare Commodities Limited (a)(iv) 1,556,842 6,885

Brokerage Paid Total 25,866,977 60,206,049

Purchase of Bullion


1,812,670,217 Purchase of Bullion Total 7,409,427,662

1,812,670,217 Sale of Bullion


581,292,841 Sale of Bullion Total 9,647,275,789

581,292,841

Lease Rental Income


4,378,047


3,715,967


2,697,606

Vistaar Religare Capital Advisors Limited (a)(iii) 577,218

1,158,050

Religare Arts Initiative Limited (a)(iii) 328,074

-

Religare Invesco Asset Management Company Private Limited (a)(iv) 1,497,024

2,245,538


-

Aegon Religare Life Insurance Company Limited (e) 2,342,444

2,757,855

SRL Limited (e) 4,065,484

6,633,947

DION Global Solutions Limited (e) 488,411

310,486

Religare Infotech Private Limited (e) 2,518,908

1,747,017

Religare Technologies Limited (e) 227,900

979,705

Lease Rental Income Total 17,179,782

26,624,218


Amount in Rs.


Mar-13 Mar-12

Total

Ligare Voyages Limited (e) 141,112,559 189,188,389

Religare Wellness Limited (e) 3,629,338 9,973,746 RHC Holding Private Limited (e) 196,358,193 79,287,819 ANR Securities Limited (e) 170,200,465 81,982,877 Religare Corporate Services Limited (e) 5,754 24,321,528 Escort Heart Centre Limited (e) 19,514,247 - SRL Limited (e) - 22,901,877


Loans Total

1,162,453,320 1,186,280,528



Employees

Religare Enterprises Limited (a)(i) - 10,898,108 Religare Housing Development Finance Corporation Limited (a)(ii) - 3,600 Religare Securities Limited (a)(iii) - 679,658 Religare Financial Consultancy Services Limited (a)(iii) - 78,929 Religare Health Insurance Company Limited (a)(iii) - 6,821,967 Religare Corporate Services Limited (e) - 136,253



Employees Total

- 18,618,515



Employees

Religare Enterprises Limited (a)(i) - 49,787 Religare Housing Development Finance Corporation Limited (a)(ii) - 399,182 Religare Securities Limited (a)(iii) 4,261 5,186,103 Religare Financial Consultancy Services Limited (a)(iii) - 138,613 Religare Capital Markets Limited (a)(iii) - 6,270 Religare Health Insurance Company Limited (a)(iii) 279,967 4,000,000 Religare Corporate Services Limited (e) - 21,865



Employees Total

284,228 9,801,820

Reimbursement of Advances to Other

Company

Religare Enterprises Limited (a)(i) 14,377,795 - Reimbursement of Advances to Other

Company Total

14,377,795 -


Debentures


1,500,000,000


Debentures Total

-

1,500,000,000


Redeemable Non Convertible Debentures

Mr. Malvinder Mohan Singh (c) -

85,000,000

Mr. Shivinder Mohan Singh (c) 20,000,000

60,000,000

Mr. J S Grewal (d) -

200,000

Mr. Kavi Arora (d) 400,000

400,000

Mrs. Ramita Saxena (d) -

500,000

Mr. Tej Bahadur Saxena (d) -

100,000

Aegon Religare Life Insurance Company Limited (e) -

75,000,000

RHC Holding Private Limited (e) -

100,000,000


Redeemable Non Convertible

Debentures Total

20,400,000

321,200,000

Dividend Paid


-

Dividend Paid Total 953,271,754

-

Amount in Rs.


Mar-13 Mar-12

Total

Sale of Bond


810,052,240

Sale of Bond Total 732,532,932

810,052,240

Purchase of Bond


-


90,698,301


Purchase of Bond Total 1,506,655,927 344,662,900

Commission Expense

Religare Macquarie Wealth Management Limited (e) 5,962,811 12,880,830



Commission Expense Total 7,808,963 15,326,992

Support Service Expenses


Support Service Expenses Total 645,227,097 269,155,304

Marketing Support Income


Marketing Support Income Total 4,111,954 39,507,268 Assignment of receivables

Religare Housing Development Finance Corporation Limited (a)(ii) - 195,149,669 Assignment of receivables Total - 195,149,669 Security Deposit Refund

Religare Financial Consultancy Services Limited (a)(iii) 8,970,317 5,320,240 Security Deposit Refund Total 8,970,317 5,320,240 Interest received on FDR Margin

Religare Securities Limited (a)(iii) - 81,843

Religare Commodities Limited (a)(iv) 1,246,691 -

Interest received on FDR Margin Total 1,246,691 81,843


FDRs)

Religare Capital Markets Limited (a)(iii) - 213,532

Religare Commodities Limited (a)(iv) - 227,906


FDRs) Total

- 441,438

Depository Charges

Religare Securities Limited (a)(iii) 635,357 768,051

Depository Charges Total 635,357 768,051

Brokerage Paid


Religare Commodities Limited (a)(iv) 1,556,842 6,885

Brokerage Paid Total 25,866,977 60,206,049

Purchase of Bullion


1,812,670,217 Purchase of Bullion Total 7,409,427,662

1,812,670,217 Sale of Bullion


581,292,841 Sale of Bullion Total 9,647,275,789

581,292,841

Lease Rental Income


4,378,047


3,715,967


2,697,606


1,158,050


-

Religare Invesco Asset Management Company Private Limited (a)(iv) 1,497,024

2,245,538


-

Aegon Religare Life Insurance Company Limited (e) 2,342,444

2,757,855

SRL Limited (e) 4,065,484

6,633,947


310,486

Religare Infotech Private Limited (e) 2,518,908

1,747,017


979,705

Lease Rental Income Total 17,179,782

26,624,218


Amount in Rs.


Mar-13 Mar-12

Total

Allocation of Expenses to other Companies

Religare Housing Development Finance Corporation Limited (a)(ii) 778,850 1,495,100

RGAM Corporation Private Limited (a)(iii) 24,000 -

Religare Invesco Asset Management Company Private Limited (a)(iv) 11,057 -

Religare Macquarie Wealth Management Limited (e) 466,686 -

Allocation of Expenses to other

Companies Total

1,280,593 1,495,100

Allocation of Expenses by other

Companies


Religare Housing Development Finance Corporation Limited (a)(ii) 3,600,000 3,600,000

REL Infrafacilities Limited (a)(iii) 58,449,573 176,063,908


Religare Arts Initiative Limited (a)(iii) 671,938 -

Vistaar Religare Capital Advisors Limited (a)(iii) - 5,149,380


Companies Total

64,255,019 380,251,523

Expenses Reimbursement to other

Companies


Religare Housing Development Finance Corporation Limited (a)(ii) 102,357



REL Infrafacilities Limited (a)(iii) 53,719,872




Religare Finance Limited (a)(iii) 85,931

Religare Commodities Limited (a)(iv) 214,719

Religare Venture Capital Limited (a)(iv) 6,523

Religare Investment Advisors Limited (a)(iv) 4,142 -

Religare Bullion Limited (a)(iv) 621,826 159,613

Religare Macquarie Wealth Management Limited (e) - 24,149

Religare Technologies Limited (e) 1,779,760 15,851,101

DION Global Solutions Limited (e) 2,146,020 337,768

Religare Aviation Limited (e) 1,640,250 -

Ligare Travels Limited (e) 15,397,275 15,214,476



Companies Total

224,786,063 520,640,893

Expenses Reimbursement by other

Companies

Religare Enterprises Limited (a)(i) 205,551 13,092,488



Religare Financial Consultancy Services Limited (a)(iii) 198,998 2,350,250

Religare Capital Markets Limited (a)(iii) 2,167,091 2,503,974


Religare Arts Initiative Limited (a)(iii) 714,180 61,594

Religare Health Insurance Company Limited (a)(iii) 85,353 726,135

Religare Finance Limited (a)(iii) - 161,873

Religare Commodities Limited (a)(iv) 198,681 529,841

Religare Bullion Limited (a)(iv) 1,213,214 825,189

Religare Venture Capital Limited (a)(iv) 165 11,246


Religare Macquarie Wealth Management Limited (e) 328,661 251,038



Companies Total

25,637,839 32,355,764

251,279,057

851,110

27,098,758

15,778,097

105,067,463

12,057,695

4,597

270,408

352,432

787,086

18,288

Amount in Rs.


Mar-13 Mar-12

Total

Purchase of Fixed Asset


1,008,604


-


-


2,968,866

Religare Advisory Services Limited (a)(iv) 5,607

-


206,780

Religare Macquarie Wealth Management Limited (e) 22,183

-


215,000

Purchase of Fixed Asset Total 2,694,979

4,399,250

Sale of Fixed Assets

REL Infrafacilities Limited (a)(iii) 53,123

132,800

Religare Financial Consultancy Services Limited (a)(iii) 584,329

510,000


-

Religare Capital Markets Limited (a)(iii) 317,092

-


-


-

DION Global Solutions Limited (e) -

37,500

Sale of Fixed Assets Total 6,539,210

680,300

Sale of Flat

Mr. Kavi Arora (d) 6,381,500

-

Sale of Flat Total 6,381,500

-

Remuneration to Key Management

Personnel

Mr. J.S.Grewal (upto November 14, 2011)

Mr. Atul Gupta(upto November 12, 2011)

Mr. Anil Saxena (upto November 14, 2011)

Mr. Kavi Arora (appointed as MD w.e.f November 14, 2011)

Ms. Kanchan Jain (appointed as Whole time Director w.e.f.

March 25, 2013)


Personnel Total

41,641,769

50,022,194

OUTSTANDINGS

Receivables

Secured and Unsecured Loan

Religare Housing Development Finance Corporation Limited (a)(ii) - 363,295,721

REL Infrafacilities Limited (a)(iii) - 5,552,671

Religare Arts Initiative Limited (a)(iii) - 238,000,171

Religare Financial Consultancy Services Limited (a)(iii) - 60,455,020

Vistaar Religare Capital Advisors Limited (a)(iii) 7,934,998 6,599,998 Religare Advisory Services Limited (a)(iv) - 40,100,000 Religare Bullion Limited (a)(iv) 86,862,971 - Religare Venture Capital Limited (a)(iv) - 204,400,000 Aegon Religare Life Insurance Company Limited (e) - 22,427,227 DION Global Solutions Limited (e) 201,624,999 338,546,522 Oscar Investments Limited (e) - 360,000,000 Religare Aviation Limited (e) 733,000,000

1,328,080,000


9,500,000


1,821,503,236


958,000,001


73,680,196 RHC Holding Private Limited (e) -

1,150,919,453

Religare Infotech Private Limited (e) -

921,993 ANR securities Limited (e) 616,013,293

999,999,999

Secured and Unsecured Loan Total 3,841,348,187

7,981,982,208 Interest Receivable on Secured and

Unsecured Loan

Religare Housing Development Finance Corporation Limited (a)(ii) -

6,676,339

REL Infrafacilities Limited (a)(iii) -

13,483,647

Religare Arts Initiative Limited (a)(iii) -

8,090,856

Religare Financial Consultancy Services Limited (a)(iii) -

1,986,776


316,932

Religare Advisory Services Limited (a)(iv) -

1,392,175

(d) 41,641,769

50,022,194


Amount in Rs.


Mar-13 Mar-12

Total

Allocation of Expenses to other Companies


RGAM Corporation Private Limited (a)(iii) 24,000 -

Religare Invesco Asset Management Company Private Limited (a)(iv) 11,057 -

Religare Macquarie Wealth Management Limited (e) 466,686 -

Allocation of Expenses to other

Companies Total

1,280,593 1,495,100


Companies


Religare Housing Development Finance Corporation Limited (a)(ii) 3,600,000 3,600,000



Religare Arts Initiative Limited (a)(iii) 671,938 -

Vistaar Religare Capital Advisors Limited (a)(iii) - 5,149,380


Companies Total

64,255,019 380,251,523


Companies





REL Infrafacilities Limited (a)(iii) 53,719,872




Religare Finance Limited (a)(iii) 85,931

Religare Commodities Limited (a)(iv) 214,719

Religare Venture Capital Limited (a)(iv) 6,523


Religare Bullion Limited (a)(iv) 621,826 159,613

Religare Macquarie Wealth Management Limited (e) - 24,149

Religare Technologies Limited (e) 1,779,760 15,851,101

DION Global Solutions Limited (e) 2,146,020 337,768

Religare Aviation Limited (e) 1,640,250 -

Ligare Travels Limited (e) 15,397,275 15,214,476



Companies Total

224,786,063 520,640,893


Companies

Religare Enterprises Limited (a)(i) 205,551 13,092,488



Religare Financial Consultancy Services Limited (a)(iii) 198,998 2,350,250

Religare Capital Markets Limited (a)(iii) 2,167,091 2,503,974



Religare Health Insurance Company Limited (a)(iii) 85,353 726,135


Religare Commodities Limited (a)(iv) 198,681 529,841

Religare Bullion Limited (a)(iv) 1,213,214 825,189

Religare Venture Capital Limited (a)(iv) 165 11,246





Companies Total

25,637,839 32,355,764

251,279,057

851,110

27,098,758

15,778,097

105,067,463

12,057,695

4,597

270,408

352,432

787,086

18,288

Amount in Rs.


Mar-13 Mar-12

Total

Purchase of Fixed Asset


1,008,604


-


-


2,968,866

Religare Advisory Services Limited (a)(iv) 5,607

-


206,780

Religare Macquarie Wealth Management Limited (e) 22,183

-


215,000

Purchase of Fixed Asset Total 2,694,979

4,399,250

Sale of Fixed Assets

REL Infrafacilities Limited (a)(iii) 53,123

132,800

Religare Financial Consultancy Services Limited (a)(iii) 584,329

510,000


-

Religare Capital Markets Limited (a)(iii) 317,092

-


-


-

DION Global Solutions Limited (e) -

37,500

Sale of Fixed Assets Total 6,539,210

680,300

Sale of Flat

Mr. Kavi Arora (d) 6,381,500

-

Sale of Flat Total 6,381,500

-


Personnel

Mr. J.S.Grewal (upto November 14, 2011)

Mr. Atul Gupta(upto November 12, 2011)

Mr. Anil Saxena (upto November 14, 2011)

Mr. Kavi Arora (appointed as MD w.e.f November 14, 2011)

Ms. Kanchan Jain (appointed as Whole time Director w.e.f.

March 25, 2013)


Personnel Total

41,641,769

50,022,194

OUTSTANDINGS

Receivables

Secured and Unsecured Loan

Religare Housing Development Finance Corporation Limited (a)(ii) - 363,295,721

REL Infrafacilities Limited (a)(iii) - 5,552,671

Religare Arts Initiative Limited (a)(iii) - 238,000,171

Religare Financial Consultancy Services Limited (a)(iii) - 60,455,020

Vistaar Religare Capital Advisors Limited (a)(iii) 7,934,998 6,599,998 Religare Advisory Services Limited (a)(iv) - 40,100,000 Religare Bullion Limited (a)(iv) 86,862,971 - Religare Venture Capital Limited (a)(iv) - 204,400,000 Aegon Religare Life Insurance Company Limited (e) - 22,427,227 DION Global Solutions Limited (e) 201,624,999 338,546,522 Oscar Investments Limited (e) - 360,000,000 Religare Aviation Limited (e) 733,000,000

1,328,080,000


9,500,000


1,821,503,236


958,000,001


73,680,196 RHC Holding Private Limited (e) -

1,150,919,453

Religare Infotech Private Limited (e) -

921,993 ANR securities Limited (e) 616,013,293

999,999,999

Secured and Unsecured Loan Total 3,841,348,187

7,981,982,208 Interest Receivable on Secured and

Unsecured Loan

Religare Housing Development Finance Corporation Limited (a)(ii) -

6,676,339

REL Infrafacilities Limited (a)(iii) -

13,483,647

Religare Arts Initiative Limited (a)(iii) -

8,090,856

Religare Financial Consultancy Services Limited (a)(iii) -

1,986,776


316,932

Religare Advisory Services Limited (a)(iv) -

1,392,175

(d) 41,641,769

50,022,194


Amount in Rs.


Mar-13 Mar-12

Total

Religare Venture Capital Limited (a)(iv) - 7,151,660

Religare Bullion Limited (a)(iv) 5,425,436 -

DION Global Solutions Limited (e) 6,960,205 6,417,754

Oscar Investments Limited (e) - 10,321,643 Religare Aviation Limited (e) 25,284,328 44,777,861 Religare Aviation Training Academy Limited (e) 348,198 331,589 Religare Technologies Limited (e) 37,893,617 63,952,384 Ligare Voyages Limited (e) 35,456,055 43,209,102 RHC Holding Private Limited (e) - 19,023,436 Religare Wellness Limited (e) 1,951,178 2,571,742 ANR securities Limited (e) 44,498,863 31,008,561

Interest Receivable on Secured and

Unsecured Loan Total

158,192,823 260,712,457

Other Receivables

Religare Housing Development Finance Corporation Limited (a)(ii) - 92,597 Vistaar Religare Capital Advisors Limited (a)(iii) 1,226,163 387,426 Religare Financial Consultancy Services Limited (a)(iii) - 424,364 Religare Securities Limited (a)(iii) 942,701,098 199,551,754 Religare Health Insurance Company Limited (a)(iii) - 63,465 Religare Commodities Limited (a)(iv) 4,361,613 140,056,635 Religare Venture Capital Limited (a)(iv) 130 - Religare Bullion Limited (a)(iv) 47,655 - Religare Invesco Asset Management Company Private Limited (a)(iv) - 179,190 Aegon Religare Life Insurance Company Limited (e) - 10,134,421 Religare Infotech Private Limited (e) 471,708 231,530 Religare Technologies Limited (e) 1,331,364 3,123,377 Ligare Voyages Limited (e) - 642,530 SRL Limited (e) - 915,956 DION Global Solutions Limited (e) - 477,331 RHC Holding Private Limited (e) - 5,515,000 Ligare Travels Limited (e) - 1,000 Religare Corporate Services Limited (e) 524,282 1,752,527

Other Receivables Total 950,664,013 363,549,103 Margin Placed with Broker

Religare Commodities Limited (a)(iv) 10,000,000 - Margin Placed with Broker Total 10,000,000 - Security deposit Placed

REL Infrafacilities Limited (a)(iii) 192,837,624 192,837,624 Security deposit Placed Total 192,837,624 192,837,624 Payables

Compulsorily Convertible Debentures

Religare Enterprises Limited (a)(i) 1,500,000,000 1,500,000,000 Compulsorily Convertible Debentures

Total

1,500,000,000 1,500,000,000

Publicly Placed Secured Redeemable Non


Mr. Malvinder Mohan Singh (c) 85,000,000 85,000,000 Mr. Shivinder Mohan Singh (c) 80,000,000 60,000,000 Mr. Kavi Arora (d) 800,000 400,000 Aegon Religare Life Insurance Company Limited (e) 75,000,000 75,000,000 RHC Holding Private Limited (e) 50,000,000 50,000,000

Publicly Placed Secured Redeemable

Non Convertible Debentures Total

290,800,000 270,400,000

Non Convertible Debentures

Religare Securities Limited (a)(iii) 143,000,000 - RHC Holding Private Limited (e) 400,000,000 - RHC Finance Private Limited (e) 261,000,000 -

Non Convertible Debentures Total 804,000,000

-

Unsecured Loan


1,120,000,000

Unsecured Loan Total -

1,120,000,000

Amount in Rs.


Mar-13 Mar-12

Total

Interest Payable on Publicly Placed


Debentures



Mr. Kavi Arora (d) 73,069 25,571








Debentures Total

34,203,514 17,279,499

Interest Payable on Non Convertible

Debentures


RHC Holding Private Limited (e) 37,808,219 -

RHC Finance Private Limited (e) 32,714,384 -


Debentures Total

88,397,603 -

Current Account Payables



Religare Capital Markets Limited (a)(iii) 1,925,095 918,301




Religare Arts Investment Management Limited (a)(iv) - 70,702

Religare Bullion Limited (a)(iv) - 436,757,310

Religare Venture Capital Limited (a)(iv) - 1,437





Current account Payables Total 88,766,419 469,128,093


Amount in Rs.


Mar-13 Mar-12

Total

Religare Venture Capital Limited (a)(iv) - 7,151,660

Religare Bullion Limited (a)(iv) 5,425,436 -

DION Global Solutions Limited (e) 6,960,205 6,417,754

Oscar Investments Limited (e) - 10,321,643 Religare Aviation Limited (e) 25,284,328 44,777,861 Religare Aviation Training Academy Limited (e) 348,198 331,589 Religare Technologies Limited (e) 37,893,617 63,952,384 Ligare Voyages Limited (e) 35,456,055 43,209,102 RHC Holding Private Limited (e) - 19,023,436 Religare Wellness Limited (e) 1,951,178 2,571,742 ANR securities Limited (e) 44,498,863 31,008,561

Interest Receivable on Secured and

Unsecured Loan Total

158,192,823 260,712,457

Other Receivables

Religare Housing Development Finance Corporation Limited (a)(ii) - 92,597 Vistaar Religare Capital Advisors Limited (a)(iii) 1,226,163 387,426 Religare Financial Consultancy Services Limited (a)(iii) - 424,364 Religare Securities Limited (a)(iii) 942,701,098 199,551,754 Religare Health Insurance Company Limited (a)(iii) - 63,465 Religare Commodities Limited (a)(iv) 4,361,613 140,056,635 Religare Venture Capital Limited (a)(iv) 130 - Religare Bullion Limited (a)(iv) 47,655 - Religare Invesco Asset Management Company Private Limited (a)(iv) - 179,190 Aegon Religare Life Insurance Company Limited (e) - 10,134,421 Religare Infotech Private Limited (e) 471,708 231,530 Religare Technologies Limited (e) 1,331,364 3,123,377 Ligare Voyages Limited (e) - 642,530 SRL Limited (e) - 915,956 DION Global Solutions Limited (e) - 477,331 RHC Holding Private Limited (e) - 5,515,000 Ligare Travels Limited (e) - 1,000 Religare Corporate Services Limited (e) 524,282 1,752,527

Other Receivables Total 950,664,013 363,549,103 Margin Placed with Broker

Religare Commodities Limited (a)(iv) 10,000,000 - Margin Placed with Broker Total 10,000,000 - Security deposit Placed

REL Infrafacilities Limited (a)(iii) 192,837,624 192,837,624 Security deposit Placed Total 192,837,624 192,837,624 Payables

Compulsorily Convertible Debentures

Religare Enterprises Limited (a)(i) 1,500,000,000 1,500,000,000 Compulsorily Convertible Debentures

Total

1,500,000,000 1,500,000,000

Publicly Placed Secured Redeemable Non


Mr. Malvinder Mohan Singh (c) 85,000,000 85,000,000 Mr. Shivinder Mohan Singh (c) 80,000,000 60,000,000 Mr. Kavi Arora (d) 800,000 400,000 Aegon Religare Life Insurance Company Limited (e) 75,000,000 75,000,000 RHC Holding Private Limited (e) 50,000,000 50,000,000

Publicly Placed Secured Redeemable

Non Convertible Debentures Total

290,800,000 270,400,000

Non Convertible Debentures

Religare Securities Limited (a)(iii) 143,000,000 - RHC Holding Private Limited (e) 400,000,000 - RHC Finance Private Limited (e) 261,000,000 -

Non Convertible Debentures Total 804,000,000

-

Unsecured Loan


1,120,000,000

Unsecured Loan Total -

1,120,000,000

Amount in Rs.


Mar-13 Mar-12

Total



Debentures



Mr. Kavi Arora (d) 73,069 25,571








Debentures Total

34,203,514 17,279,499


Debentures



RHC Finance Private Limited (e) 32,714,384 -


Debentures Total

88,397,603 -

Current Account Payables



Religare Capital Markets Limited (a)(iii) 1,925,095 918,301




Religare Arts Investment Management Limited (a)(iv) - 70,702

Religare Bullion Limited (a)(iv) - 436,757,310

Religare Venture Capital Limited (a)(iv) - 1,437





Current account Payables Total 88,766,419 469,128,093


39 Disclosure of transactions as required by Accounting Standard 19 on ‘Leases’:

(ii) Details of assets given on operating lease are:

Particulars Year Ended

March 31, 2013

Year Ended

March 31, 2012


Gross Carrying Amount - 60,524,117

Accumulated Depreciation - 13,612,764

Depreciation recognized in Statement of Profit and Loss - 6,442,348

(iii) Maturity Pattern of Future Minimum Lease Payments is as under:

Minimum Lease Rentals Year Ended

March 31, 2013

Year Ended

March 31, 2012


Within 1 year - 13,292,990

Later than 1 year and not later than 5 years - -

Later than 5 years - -

(iv) Initial direct costs are charged to Statement of Profit and Loss.

(b) Assets under finance lease:

Details of assets given under finance lease are as under:

(a) (i) The Company had given vehicles to its holding / fellow subsidiary / other group companies on operating lease terms.During the year the

Company has cancelled aforesaid operating leases and acquired the leased vehicles for its own use and reclassified the said leased

vehicles under vehicles. Pursuant to this, the disclosure required as per "Accounting Standard 19 - Leases" for operating leases is not

applicable for current year.


March 31, 2013

Year Ended

March 31, 2012


Total of future minimum lease receipts - 2,810,584,122

Present value of lease receipts - 2,151,479,496

Un-matured finance charges - 659,104,626

Maturity Profile of future minimum lease receipts :

Within 1 year - 948,459,849

Later than 1 year and not later than 5 years - 1,862,124,273


Total - 2,810,584,122

Maturity Profile of present value of lease receipts :

Not later than 1 year - 832,252,190



Total - 2,151,479,496

During the year, the Company has sold its Finance lease portfolio to another NBFC (Purchaser). As per terms of the agreement, the Company

agreed that in the event the benefit of input tax credit of Value Added Tax (VAT) is denied to the Purchaser in any State where the Vehicles have

been registered for reason of any existing or change in Applicable Law(s), the Company shall indemnify the Purchaser to the extent of the lost

benefit. The total amount of VAT included in the sale consideration is Rs. 260,242,200. The Company believes that there are no known reasons

for the input tax credit to be denied to the Purchaser and there has not been any claim from the Purchaser since the date of sale. The Company

believes that the probability of any claim arising out of the same is remote. Accordingly, the Company has not created any contingent liability on

the same.

Pursuant to the above, disclosure required as per "Accounting Standard 19 - Leases" for Finance Leases is not applicable for current year.

(c) The Company has taken office premises on operating lease at various locations and lease rent in respect of the same have been charged under

“Rent” in the Statement of Profit and Loss. The agreements are for a period ranging from 1 year to 9 years. The Company has sub-let, some

part of the rental premises.

40 Other Notes


March 31, 2013

Year ended

March 31, 2012


Total number of contracts assigned/sold 9 16

Book Value of contract assigned/sold 8,289,467,488 10,606,671,113

Sale consideration 8,304,625,068 10,606,671,113

Gain on assignment (amortised over the tenure of corresponding loan) 15,157,580 -

Bank Deposit provided as collateral 765,458,173 1,480,888,631

b. Details of Closing Stock of Shares / Securities and Commodities (Lower of Cost and net realisable value):

A. Closing Stock of Shares and Options

(i). Closing Stock of Shares

Name of the Company Numbers (Amount in Rs.) Numbers (Amount in Rs.)

Axis Bank Limited 2,750 3,576,925 - -

Bharti Airtel Limited 16,000 4,668,000 - -

Cairn India Limited 606,000 165,104,700 - -

DLF Limited 603,000 141,524,100 - -

HCL Technologies Limited 12,000 9,540,000 - -

HDFC Bank Limited 500 312,675 - -

Housing Development Finance Corporation Limited 9,000 7,436,250 - -

Hero MotoCorp Limited 500 771,000 - -

Hindalco Industries Limited 26,000 2,381,600 - -

ICICI Bank Limited 38,500 40,240,200 - -

ITC Limited 137,000 42,394,650 - -

Infosys Limited 33,875 97,876,731 - -

Jaiprakash Associates Limited 124,000 8,115,800 - -

Jindal Steel & Power Limited 10,000 3,477,500 - -

Jubilant Foodworks Limited 4,250 5,299,538 - -

LIC Housing Finance Limited 10,000 2,249,000 - -

Mangalore Refinery and Petrochemicals Limited 42,750 58,405,050 - -

NTPC Limited 104,000 14,762,800 - -

Oil & Natural Gas Corporation Limited 7,000 2,179,800 - -

Future Retail Limited 32,000 4,790,400 - -

Power Grid Corporation of India Limited 50,000 5,290,000 - -

Punjab National Bank 104,500 75,020,550 - -

Reliance Industries Limited 35,500 27,437,950 - -

Reliance Infrastructure Limited 104,500 33,905,025 - -

Religare Nifty Exchange Traded Fund 248 143,183 - -

Steel Authority of India Limited 100,000 6,255,000 - -

Sesa Goa Limited 54,000 8,397,000 - -

Shree Renuka Sugars Limited 200,000 4,440,000 - -

Shriram Transport Finance Company Limited 3,500 2,430,575 - -

State Bank of India 54,500 112,964,875 - -

Sterlite Industries (India) Limited 24,000 2,248,800 - -

Tata Consultancy Services Limited 3,500 5,515,125 - -

Tata Steel Limited 20,000 6,257,000 - -

As at March 31, 2013 As at March 31, 2012

a. During the year, the Company assigned certain loan portfolios aggregating Rs. 8,289,467,488 (Previous Year Rs. 10,606,671,113) and de-

recognising the assets in the books. The detail of the loans assigned are as under:

The validity and continuity of the aforesaid assignment of loans was subject to verdict of Supreme Court in the case of Kotak Mahindra Bank

v/z O.L. of APS Star Ind. Limited. The division Bench of Gujarat High Court held that assignment of debts by the banks inter se is an activity

which is impermissible under the Banking Regulations Act, 1949. Supreme court vide judgment dated Sept. 30, 2010 has set aside the

impugned judgment(s) of the Gujarat High Court on the question of assignment of debt as an activity permissible under the Banking

Regulations Act, 1949.


39 Disclosure of transactions as required by Accounting Standard 19 on ‘Leases’:

(ii) Details of assets given on operating lease are:


March 31, 2013

Year Ended

March 31, 2012


Gross Carrying Amount - 60,524,117

Accumulated Depreciation - 13,612,764

Depreciation recognized in Statement of Profit and Loss - 6,442,348

(iii) Maturity Pattern of Future Minimum Lease Payments is as under:

Minimum Lease Rentals Year Ended

March 31, 2013

Year Ended

March 31, 2012


Within 1 year - 13,292,990

Later than 1 year and not later than 5 years - -


(iv) Initial direct costs are charged to Statement of Profit and Loss.

(b) Assets under finance lease:

Details of assets given under finance lease are as under:

(a) (i) The Company had given vehicles to its holding / fellow subsidiary / other group companies on operating lease terms.During the year the

Company has cancelled aforesaid operating leases and acquired the leased vehicles for its own use and reclassified the said leased

vehicles under vehicles. Pursuant to this, the disclosure required as per "Accounting Standard 19 - Leases" for operating leases is not

applicable for current year.


March 31, 2013

Year Ended

March 31, 2012


Total of future minimum lease receipts - 2,810,584,122

Present value of lease receipts - 2,151,479,496

Un-matured finance charges - 659,104,626

Maturity Profile of future minimum lease receipts :

Within 1 year - 948,459,849



Total - 2,810,584,122

Maturity Profile of present value of lease receipts :

Not later than 1 year - 832,252,190



Total - 2,151,479,496

During the year, the Company has sold its Finance lease portfolio to another NBFC (Purchaser). As per terms of the agreement, the Company

agreed that in the event the benefit of input tax credit of Value Added Tax (VAT) is denied to the Purchaser in any State where the Vehicles have

been registered for reason of any existing or change in Applicable Law(s), the Company shall indemnify the Purchaser to the extent of the lost

benefit. The total amount of VAT included in the sale consideration is Rs. 260,242,200. The Company believes that there are no known reasons

for the input tax credit to be denied to the Purchaser and there has not been any claim from the Purchaser since the date of sale. The Company

believes that the probability of any claim arising out of the same is remote. Accordingly, the Company has not created any contingent liability on

the same.

Pursuant to the above, disclosure required as per "Accounting Standard 19 - Leases" for Finance Leases is not applicable for current year.

(c) The Company has taken office premises on operating lease at various locations and lease rent in respect of the same have been charged under

“Rent” in the Statement of Profit and Loss. The agreements are for a period ranging from 1 year to 9 years. The Company has sub-let, some

part of the rental premises.

40 Other Notes


March 31, 2013

Year ended

March 31, 2012


Total number of contracts assigned/sold 9 16

Book Value of contract assigned/sold 8,289,467,488 10,606,671,113

Sale consideration 8,304,625,068 10,606,671,113

Gain on assignment (amortised over the tenure of corresponding loan) 15,157,580 -

Bank Deposit provided as collateral 765,458,173 1,480,888,631

b. Details of Closing Stock of Shares / Securities and Commodities (Lower of Cost and net realisable value):

A. Closing Stock of Shares and Options

(i). Closing Stock of Shares

Name of the Company Numbers (Amount in Rs.) Numbers (Amount in Rs.)

Axis Bank Limited 2,750 3,576,925 - -

Bharti Airtel Limited 16,000 4,668,000 - -

Cairn India Limited 606,000 165,104,700 - -

DLF Limited 603,000 141,524,100 - -

HCL Technologies Limited 12,000 9,540,000 - -

HDFC Bank Limited 500 312,675 - -

Housing Development Finance Corporation Limited 9,000 7,436,250 - -

Hero MotoCorp Limited 500 771,000 - -

Hindalco Industries Limited 26,000 2,381,600 - -

ICICI Bank Limited 38,500 40,240,200 - -

ITC Limited 137,000 42,394,650 - -

Infosys Limited 33,875 97,876,731 - -

Jaiprakash Associates Limited 124,000 8,115,800 - -

Jindal Steel & Power Limited 10,000 3,477,500 - -

Jubilant Foodworks Limited 4,250 5,299,538 - -

LIC Housing Finance Limited 10,000 2,249,000 - -

Mangalore Refinery and Petrochemicals Limited 42,750 58,405,050 - -

NTPC Limited 104,000 14,762,800 - -

Oil & Natural Gas Corporation Limited 7,000 2,179,800 - -

Future Retail Limited 32,000 4,790,400 - -

Power Grid Corporation of India Limited 50,000 5,290,000 - -

Punjab National Bank 104,500 75,020,550 - -

Reliance Industries Limited 35,500 27,437,950 - -

Reliance Infrastructure Limited 104,500 33,905,025 - -

Religare Nifty Exchange Traded Fund 248 143,183 - -

Steel Authority of India Limited 100,000 6,255,000 - -

Sesa Goa Limited 54,000 8,397,000 - -

Shree Renuka Sugars Limited 200,000 4,440,000 - -

Shriram Transport Finance Company Limited 3,500 2,430,575 - -

State Bank of India 54,500 112,964,875 - -

Sterlite Industries (India) Limited 24,000 2,248,800 - -

Tata Consultancy Services Limited 3,500 5,515,125 - -

Tata Steel Limited 20,000 6,257,000 - -


a. During the year, the Company assigned certain loan portfolios aggregating Rs. 8,289,467,488 (Previous Year Rs. 10,606,671,113) and de-

recognising the assets in the books. The detail of the loans assigned are as under:

The validity and continuity of the aforesaid assignment of loans was subject to verdict of Supreme Court in the case of Kotak Mahindra Bank

v/z O.L. of APS Star Ind. Limited. The division Bench of Gujarat High Court held that assignment of debts by the banks inter se is an activity

which is impermissible under the Banking Regulations Act, 1949. Supreme court vide judgment dated Sept. 30, 2010 has set aside the

impugned judgment(s) of the Gujarat High Court on the question of assignment of debt as an activity permissible under the Banking

Regulations Act, 1949.


Numbers (Amount in Rs.) Numbers (Amount in Rs.)

Tata Motors Limited 220,000 59,213,000 - -

Titan Industries Limited 39,000 9,999,600 - - Unitech Limited 270,000 6,358,500 - - United Spirits Limited 22,500 42,730,873 - - Yes Bank Limited 241,000 103,364,900 - - Total (i) 3,365,873 1,127,078,675 - -

(ii). Closing Stock of Options

Option Numbers (Amount in Rs.) Numbers (Amount in Rs.)

NIFTY O 250615-5200 (Put Option) 59,000 27,022,000 - - NIFTY O 250615-5200 (Put Option) (45,800) (15,191,860) - - NIFTY O 260614-5000 (Put Option) 22,500 9,112,500 - - NIFTY O 260614-5100 (Put Option) 6,800 2,951,200 - - NIFTY O 260614-5200 (Put Option) 6,800 3,182,400 - - NIFTY O 260614-5300 (Put Option) (36,100) (17,454,350) - - NIFTY O 250615-5300 (Put Option) (13,200) (4,378,440) - - Total (ii) - 5,243,450 - - Total A = (i + ii) 3,365,873 1,132,322,125 - -

B. Closing Stock of Bonds

Name of the Security Numbers (Amount in Rs.) Numbers (Amount in Rs.)

Bajaj Auto Finance Limited 236 235,656,872 236 227,075,727 Infrastructure Development Finance Corporation - - 91 87,378,044 IFCI Limited 670 687,502,603 - - Indian Renewable Energy Development Agency Limited - - 271 259,307,951 LIC Housing Finance Limited 100 99,486,400 100 94,330,279 Parsvnath Developers Limited - - 245 122,500,000 Power Finance Corportion Limited - - 228 230,329,704 Rural Electrification Corporation Limited - - 950 12,787,665 Yes Bank Limited 2,010 2,010,000,000 460 476,845,263 Total (B) 3,016 3,032,645,875 2,581 1,510,554,633

C. Closing Stock of Commodities

(i) Closing Stock of Bullion

Item Quantity (Kgs.) (Amount in Rs.) Quantity (Kgs.) (Amount in Rs.)

Silver 5,182

272,165,339

8,331

465,541,104

GOLD ETF -

-

98

277,144

Gold Coin -

-

2

3,824,727

Gold Bar 999 -

-

189

530,765,187

Gold Bar 995 -

-

49

137,200,000

Total (i) 5,182

272,165,339

8,669

1,137,608,162

(ii) Closing Stock of Agri Products

Item Quantity (MT) (Amount in Rs.) Quantity (MT) (Amount in Rs.)

Castor Seed 2,697

95,017,455

284

10,120,824

Cocud 3,529

53,638,507

7,018

95,775,589

Jeera 282

36,649,000

147

20,593,040

RM Seed 130

4,478,400

1,034

37,080,897

Soyabean -

-

1,556

44,591,935

Dhaniya 387

26,077,083

-

-

Barley 50

633,285

-

-

TotaL (ii) 7,075

216,493,730

10,039

208,162,285

TotaL (C=i+ii) 12,257

488,659,069

18,708

1,345,770,447

Total (D=A+B+C) 3,381,146

4,653,627,069

21,289

2,856,325,080

As at March 31, 2013 As at March 31, 2012Name of the Company




As at March 31, 2012As at March 31, 2013

c. Details of Income/Loss from Arbitrage and Trading in Securities/Derivatives and Commodities.

Quantity (Amount in Rs.) Quantity (Amount in Rs.)

Sales 2,421,844,155 610,405,255,476 4,789,260,764 1,134,708,804,591

Dividend Income - 244,310,160 - 265,596,541

Total Income 2,421,844,155 610,649,565,636 4,789,260,764 1,134,974,401,132

Opening Stock 2,581 1,510,554,633 167,111 4,841,726,443

Purchase 2,355,210,463 612,424,728,276 4,559,096,234 1,130,339,729,377

Other Charges - 360,632,243 - 629,127,622

Less : Closing Stock 3,368,889 4,159,724,550 2,581 1,510,554,633

Closing Stock of Options - 5,243,450

Total Cost of Sales 2,351,844,155 610,136,190,602 4,559,260,764 1,134,300,028,809

Profit / (Loss) from Arbitrage and Trading in

Securities/Derivatives

513,375,034 674,372,323


Sales 54,036,923 51,152,532,289 174,977 8,951,756,519

Total Income 54,036,923 51,152,532,289 174,977 8,951,756,519

Opening Stock 18,708 1,345,770,447 1,457 11,610,990

Purchase 54,030,018 50,144,793,983 192,239 9,947,397,971

Other Charges (net) - (82,367,174) - 275,448,526

Less : Closing Stock 11,793 473,460,090 18,708 1,345,770,447

Closing Stock in Transit 465 15,198,979 - -

Total Cost of Sales 54,036,933 50,934,737,166 174,988 8,888,687,040

Profit / (Loss) on sale of Commodities 217,795,123 63,069,479

Total Income from Arbitrage & Trading in Securities,

Derivatives and Commodities

731,170,157 737,441,802

Commodities Year Ended March 31, 2013 Year ended March 31, 2012

Securities/Derivatives Year Ended March 31, 2013 Year ended March 31, 2012

- -

Amount

(Foreing currency)

(Amount in Rs.) Amount

(Foreing currency)

(Amount in Rs.)

Forward exchange Contracts (net)*

USD/INR - - 41,631,758 2,193,746,713

Currency Interest Rate Swaps

USD/INR 63,301,421 3,436,317,666 - -

Commodity

Quantity(Lots) Buy/Sell (Amount in Rs.)

GOLD F 050413 309 Buy 908,274,600

GOLD F 050613 309 Sell 926,536,500

GOLDM F 040513 19,100 Sell 567,098,100

GOLDM F 050413 19,100 Buy 561,196,200

SILVER F 040513 172 Sell 273,851,520

SILVERM F 300413 2 Sell 531,050

SILVERMIC F 300413 12 Sell 637,296

Year Ended March 31, 2013 Year ended March 31, 2012 Currency

*Total forward premium agreed for entering the forward exchange contracts for the purpose of hedging foreign currency exposure over the

tenure of contracts is Rs.211,542,481 (previous year Rs.211,542,481). Premium charged to Statement of Profit and Loss during the year is Rs.

80,659,962 (pervious year Rs. 120,827,563).

d. (i) Unexpired position of Equity index / Stock futures and options contracts entered into by the Company and outstanding as at March 31,

2013 is Rs. 2,223,039,088 (Previous year Rs. Rs. Nil).

(ii) Initial margin deposit of Rs. 25,000,000 (Previous Year Rs. Nil) on Equity Derivative Instrument contracts has been paid in cash and FDR’s

of Rs. Nil (Previous Year Rs. 649,000,000) has been assigned to the exchanges as at March 31, 2013.

(iii) Derivative instruments outstanding as at March 31, 2013.


Numbers (Amount in Rs.) Numbers (Amount in Rs.)

Tata Motors Limited 220,000 59,213,000 - -

Titan Industries Limited 39,000 9,999,600 - - Unitech Limited 270,000 6,358,500 - - United Spirits Limited 22,500 42,730,873 - - Yes Bank Limited 241,000 103,364,900 - - Total (i) 3,365,873 1,127,078,675 - -

(ii). Closing Stock of Options

Option Numbers (Amount in Rs.) Numbers (Amount in Rs.)

NIFTY O 250615-5200 (Put Option) 59,000 27,022,000 - - NIFTY O 250615-5200 (Put Option) (45,800) (15,191,860) - - NIFTY O 260614-5000 (Put Option) 22,500 9,112,500 - - NIFTY O 260614-5100 (Put Option) 6,800 2,951,200 - - NIFTY O 260614-5200 (Put Option) 6,800 3,182,400 - - NIFTY O 260614-5300 (Put Option) (36,100) (17,454,350) - - NIFTY O 250615-5300 (Put Option) (13,200) (4,378,440) - - Total (ii) - 5,243,450 - - Total A = (i + ii) 3,365,873 1,132,322,125 - -

B. Closing Stock of Bonds

Name of the Security Numbers (Amount in Rs.) Numbers (Amount in Rs.)

Bajaj Auto Finance Limited 236 235,656,872 236 227,075,727 Infrastructure Development Finance Corporation - - 91 87,378,044 IFCI Limited 670 687,502,603 - - Indian Renewable Energy Development Agency Limited - - 271 259,307,951 LIC Housing Finance Limited 100 99,486,400 100 94,330,279 Parsvnath Developers Limited - - 245 122,500,000 Power Finance Corportion Limited - - 228 230,329,704 Rural Electrification Corporation Limited - - 950 12,787,665 Yes Bank Limited 2,010 2,010,000,000 460 476,845,263 Total (B) 3,016 3,032,645,875 2,581 1,510,554,633

C. Closing Stock of Commodities

(i) Closing Stock of Bullion

Item Quantity (Kgs.) (Amount in Rs.) Quantity (Kgs.) (Amount in Rs.)

Silver 5,182

272,165,339

8,331

465,541,104

GOLD ETF -

-

98

277,144

Gold Coin -

-

2

3,824,727

Gold Bar 999 -

-

189

530,765,187

Gold Bar 995 -

-

49

137,200,000

Total (i) 5,182

272,165,339

8,669

1,137,608,162

(ii) Closing Stock of Agri Products

Item Quantity (MT) (Amount in Rs.) Quantity (MT) (Amount in Rs.)

Castor Seed 2,697

95,017,455

284

10,120,824

Cocud 3,529

53,638,507

7,018

95,775,589

Jeera 282

36,649,000

147

20,593,040

RM Seed 130

4,478,400

1,034

37,080,897

Soyabean -

-

1,556

44,591,935

Dhaniya 387

26,077,083

-

-

Barley 50

633,285

-

-

TotaL (ii) 7,075

216,493,730

10,039

208,162,285

TotaL (C=i+ii) 12,257

488,659,069

18,708

1,345,770,447

Total (D=A+B+C) 3,381,146

4,653,627,069

21,289

2,856,325,080

As at March 31, 2013 As at March 31, 2012Name of the Company




As at March 31, 2012As at March 31, 2013

c. Details of Income/Loss from Arbitrage and Trading in Securities/Derivatives and Commodities.


Sales 2,421,844,155 610,405,255,476 4,789,260,764 1,134,708,804,591

Dividend Income - 244,310,160 - 265,596,541

Total Income 2,421,844,155 610,649,565,636 4,789,260,764 1,134,974,401,132

Opening Stock 2,581 1,510,554,633 167,111 4,841,726,443

Purchase 2,355,210,463 612,424,728,276 4,559,096,234 1,130,339,729,377

Other Charges - 360,632,243 - 629,127,622

Less : Closing Stock 3,368,889 4,159,724,550 2,581 1,510,554,633

Closing Stock of Options - 5,243,450

Total Cost of Sales 2,351,844,155 610,136,190,602 4,559,260,764 1,134,300,028,809

Profit / (Loss) from Arbitrage and Trading in

Securities/Derivatives

513,375,034 674,372,323


Sales 54,036,923 51,152,532,289 174,977 8,951,756,519

Total Income 54,036,923 51,152,532,289 174,977 8,951,756,519

Opening Stock 18,708 1,345,770,447 1,457 11,610,990

Purchase 54,030,018 50,144,793,983 192,239 9,947,397,971

Other Charges (net) - (82,367,174) - 275,448,526

Less : Closing Stock 11,793 473,460,090 18,708 1,345,770,447

Closing Stock in Transit 465 15,198,979 - -

Total Cost of Sales 54,036,933 50,934,737,166 174,988 8,888,687,040

Profit / (Loss) on sale of Commodities 217,795,123 63,069,479

Total Income from Arbitrage & Trading in Securities,

Derivatives and Commodities

731,170,157 737,441,802

Commodities Year Ended March 31, 2013 Year ended March 31, 2012

Securities/Derivatives Year Ended March 31, 2013 Year ended March 31, 2012

- -

Amount

(Foreing currency)

(Amount in Rs.) Amount

(Foreing currency)

(Amount in Rs.)

Forward exchange Contracts (net)*

USD/INR - - 41,631,758 2,193,746,713

Currency Interest Rate Swaps

USD/INR 63,301,421 3,436,317,666 - -

Commodity


GOLD F 050413 309 Buy 908,274,600

GOLD F 050613 309 Sell 926,536,500

GOLDM F 040513 19,100 Sell 567,098,100

GOLDM F 050413 19,100 Buy 561,196,200

SILVER F 040513 172 Sell 273,851,520

SILVERM F 300413 2 Sell 531,050

SILVERMIC F 300413 12 Sell 637,296

Year Ended March 31, 2013 Year ended March 31, 2012 Currency

*Total forward premium agreed for entering the forward exchange contracts for the purpose of hedging foreign currency exposure over the

tenure of contracts is Rs.211,542,481 (previous year Rs.211,542,481). Premium charged to Statement of Profit and Loss during the year is Rs.

80,659,962 (pervious year Rs. 120,827,563).

d. (i) Unexpired position of Equity index / Stock futures and options contracts entered into by the Company and outstanding as at March 31,

2013 is Rs. 2,223,039,088 (Previous year Rs. Rs. Nil).

(ii) Initial margin deposit of Rs. 25,000,000 (Previous Year Rs. Nil) on Equity Derivative Instrument contracts has been paid in cash and FDR’s

of Rs. Nil (Previous Year Rs. 649,000,000) has been assigned to the exchanges as at March 31, 2013.

(iii) Derivative instruments outstanding as at March 31, 2013.



BARLEYJPR F 190413 500 Sell 666,250

CASTORSEED F 190413 100 Sell 353,000

CASTORSEED F 200513 11,400 Sell 41,484,600


COCUDAKL F 200513 11,000 Sell 17,105,000

COCUDAKL F 200613 24,300 Sell 38,709,900

DHANIYA F 200513 3,800 Sell 26,079,400

JEERAUNJHA F 200513 2,790 Sell 36,793,125

RMSEED F 190413 1,300 Sell 4,474,600

Total 3,460,174,541

e. Repo Transactions (in face value terms)

(Amount in Rs.)

Particulars Outstanding as at

Securities Sold under Repo Min Max Daily Average March 31 2013

(i) Corporate Debt securities 70,563,338 556,935,060 14,737,973 -

(198,206,197) (909,867,041) (76,913,436) (868,263,030)

Previous year figures are given in italic and in bracket

Outstanding During the year

40 Other Notes

Sr. No. As at

March 31, 2013

As at

March 31, 2012

(i) 19.84 19.65

(ii) 14.95 14.60

(iii) 4.89 5.05 CRAR - (Tier II Capital (%)

ii. Exposure to Real Estate Sector

i. Capital to Risk Assets Ratio (“CRAR”)

Items

CRAR (%)

CRAR - (Tier I Capital (%)

f. Disclosure of details as required by Para 5 of Reserve Bank of India Circular No. DNBS (PD), CC. No. 125/03.05.002/2008-09, dated 01-08-

2008

Notes:

Aforesaid CRAR calculation has been made on the following basis:

(a) All the long term investments made by the Company are considered net off provision for diminution in value of long term investments

other than temporary.

(b) The guarantees given by the Company on behalf of group companies are disclosed in the contingent liabilities at outstanding value of

guarantees and the same has been considered for the purpose of CRAR computation.(refer note 32(b))

(c) The Company has not considered balance due from group companies included under trade receivables on account of arbitrage trading

as per a legal opinion.

(d) Credit enhancements / Collaterals given for loan assignment / securitisation deals has been been considered for deduction @ 50% from

both Tier I and Tier II capital.(refer note 32(c))

As at

March 31, 2013

As at

March 31, 2012


(i)

10,365,290 423,847,404

269,528,463 23,637,665,550

(ii) 23,376,473,967 36,310,857,207

(iii)

- -

- -

(b)

Refer Note 1 below Refer Note 1 below

Residential Mortgages:-

(a) Individuals housing loans upto Rs.15 lacs

(b) Individuals housing loans more than Rs.15 lacs

Category

(a) Direct Exposures

Commercial Real Estate

Investments in Mortgage Backed Securities (MBS) and other Securitised

(b) Commercial Real Estate.

Indirect Exposures

Fund based and non fund based exposures on National Housing

Bank(NHB) and Housing Finance Companies(HFCs)

(a) Residential

Notes :

1. The company has indirect exposure in Subsidiary by way of:

a) Acquisition of 34,998,250 equity shares of the book value of Rs. 973,340,159/- in Religare Housing Development Finance

Corporation Limited (RHDFCL) from Religare Enterprises Limited (REL) (the ‘Holding Company’) w.e.f. December 3, 2010.

b) Inter Corporate Loans including interest receivable thereon due as at March 31, 2013 is Rs. Nil (as at March 31, 2012: Rs.

369,972,049)

2. The Loan against Property (SME LAP) book comprises largely of commercial lending to small and medium enterprises (SMEs) backed by

residential and commercial mortgages. The underwriting program of the company requires an assessment of the end use and overall

business risk and cash-flows of the SME customer. Eligibility and repayment of the loans is assessed on the basis of understanding the

complete business cashflows and other operating parameters.

In the previous year(s), the Company had classified the entire SME LAP portfolio as Commercial Real Estate (CRE), which has now been

reclassified on the basis of source of repayment rather than type of collateral. All loans where the repayment is serviced from business

income / cashflows though the fallback security is the security of residential / commercial property of the customer/ promoter has been

excluded from CRE. The Company followed RBI’s guidelines with respect to classification of real estate exposure and believes that the

above treatment is in line with RBI guidelines for NBFCs.



BARLEYJPR F 190413 500 Sell 666,250

CASTORSEED F 190413 100 Sell 353,000



COCUDAKL F 200513 11,000 Sell 17,105,000

COCUDAKL F 200613 24,300 Sell 38,709,900

DHANIYA F 200513 3,800 Sell 26,079,400

JEERAUNJHA F 200513 2,790 Sell 36,793,125

RMSEED F 190413 1,300 Sell 4,474,600

Total 3,460,174,541

e. Repo Transactions (in face value terms)

(Amount in Rs.)

Particulars Outstanding as at

Securities Sold under Repo Min Max Daily Average March 31 2013

(i) Corporate Debt securities 70,563,338 556,935,060 14,737,973 -

(198,206,197) (909,867,041) (76,913,436) (868,263,030)

Previous year figures are given in italic and in bracket

Outstanding During the year

40 Other Notes

Sr. No. As at

March 31, 2013

As at

March 31, 2012

(i) 19.84 19.65

(ii) 14.95 14.60

(iii) 4.89 5.05 CRAR - (Tier II Capital (%)


i. Capital to Risk Assets Ratio (“CRAR”)

Items

CRAR (%)


f. Disclosure of details as required by Para 5 of Reserve Bank of India Circular No. DNBS (PD), CC. No. 125/03.05.002/2008-09, dated 01-08-

2008

Notes:

Aforesaid CRAR calculation has been made on the following basis:

(a) All the long term investments made by the Company are considered net off provision for diminution in value of long term investments

other than temporary.

(b) The guarantees given by the Company on behalf of group companies are disclosed in the contingent liabilities at outstanding value of

guarantees and the same has been considered for the purpose of CRAR computation.(refer note 32(b))

(c) The Company has not considered balance due from group companies included under trade receivables on account of arbitrage trading

as per a legal opinion.

(d) Credit enhancements / Collaterals given for loan assignment / securitisation deals has been been considered for deduction @ 50% from

both Tier I and Tier II capital.(refer note 32(c))

As at

March 31, 2013

As at

March 31, 2012


(i)

10,365,290 423,847,404

269,528,463 23,637,665,550

(ii) 23,376,473,967 36,310,857,207

(iii)

- -

- -

(b)

Refer Note 1 below Refer Note 1 below

Residential Mortgages:-



Category

(a) Direct Exposures

Commercial Real Estate

Investments in Mortgage Backed Securities (MBS) and other Securitised


Indirect Exposures

Fund based and non fund based exposures on National Housing


(a) Residential

Notes :

1. The company has indirect exposure in Subsidiary by way of:

a) Acquisition of 34,998,250 equity shares of the book value of Rs. 973,340,159/- in Religare Housing Development Finance

Corporation Limited (RHDFCL) from Religare Enterprises Limited (REL) (the ‘Holding Company’) w.e.f. December 3, 2010.

b) Inter Corporate Loans including interest receivable thereon due as at March 31, 2013 is Rs. Nil (as at March 31, 2012: Rs.

369,972,049)

2. The Loan against Property (SME LAP) book comprises largely of commercial lending to small and medium enterprises (SMEs) backed by

residential and commercial mortgages. The underwriting program of the company requires an assessment of the end use and overall

business risk and cash-flows of the SME customer. Eligibility and repayment of the loans is assessed on the basis of understanding the

complete business cashflows and other operating parameters.

In the previous year(s), the Company had classified the entire SME LAP portfolio as Commercial Real Estate (CRE), which has now been

reclassified on the basis of source of repayment rather than type of collateral. All loans where the repayment is serviced from business

income / cashflows though the fallback security is the security of residential / commercial property of the customer/ promoter has been

excluded from CRE. The Company followed RBI’s guidelines with respect to classification of real estate exposure and believes that the

above treatment is in line with RBI guidelines for NBFCs.


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40 Other Notes

(Amount in Rs.)

Particulars

Liabilities Side:

Amount

Outstanding

Amount Overdue

1)

a) Debentures: Secured 22,309,538,000 -

: Unsecured 5,978,000,000 -

b) Deferred Credits - -

c) Term Loans 63,709,909,136 -

d) Inter-Corporate loans and borrowings - -

e) Commercial Paper 9,357,154,755 -

f) Other Loans (specify nature)

a) Working Capital Loan from Banks and Others 10,485,639,677 -

b) Interest accrued and due 254,800,178 -

Assets Side:

Amount Outstanding

2)

a) Secured 97,228,528,259

b) Unsecured 15,850,827,280

3)

i)

a) Financial Lease -

b) Operating Lease -

ii)

a) Assets on hire -

b) Repossessed Assets -

iii) Hypothecation loans counting towards AFC activities

a) Loans where assets have been repossessed -

b) Loans other than (a) above -

Amount Outstanding

4) Break-up of Investments:

Current Investments:

1 Quoted: -

i) Shares: a) Equity -

b) Preference -

ii) Debentures and Bonds -

iii) Units of mutual funds -

iv) Government Securities -

v) Others -

2 Unquoted: 1,000,000,000


b) Preference -


iii) Units of mutual funds 1,000,000,000


v) Others -

Loans and Advances availed by the NBFCs inclusive of interest accrued

thereon but not paid:

(other than falling within the meaning of Public deposits)

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

activities

Break-up of Loans and Advances including bills receivables (other than those included in (4)

below):

Lease assets including lease rentals under sundry debtors:

Stock on hire including hire charges under sundry debtors:

h. Disclosure of details as required in terms of Paragraph 13 of Non-Banking Financial (Non Deposit Accepting or Holding)

Companies Prudential Norms (Reserve Bank) Directions, 2007.


40 O

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40 Other Notes

(Amount in Rs.)

Particulars

Liabilities Side:

Amount

Outstanding

Amount Overdue

1)

a) Debentures: Secured 22,309,538,000 -

: Unsecured 5,978,000,000 -

b) Deferred Credits - -

c) Term Loans 63,709,909,136 -

d) Inter-Corporate loans and borrowings - -

e) Commercial Paper 9,357,154,755 -

f) Other Loans (specify nature)

a) Working Capital Loan from Banks and Others 10,485,639,677 -

b) Interest accrued and due 254,800,178 -

Assets Side:

Amount Outstanding

2)

a) Secured 97,228,528,259

b) Unsecured 15,850,827,280

3)

i)

a) Financial Lease -

b) Operating Lease -

ii)

a) Assets on hire -

b) Repossessed Assets -

iii) Hypothecation loans counting towards AFC activities

a) Loans where assets have been repossessed -

b) Loans other than (a) above -

Amount Outstanding

4) Break-up of Investments:

Current Investments:

1 Quoted: -


b) Preference -




v) Others -

2 Unquoted: 1,000,000,000


b) Preference -


iii) Units of mutual funds 1,000,000,000


v) Others -

Loans and Advances availed by the NBFCs inclusive of interest accrued

thereon but not paid:

(other than falling within the meaning of Public deposits)

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

activities

Break-up of Loans and Advances including bills receivables (other than those included in (4)

below):

Lease assets including lease rentals under sundry debtors:

Stock on hire including hire charges under sundry debtors:

h. Disclosure of details as required in terms of Paragraph 13 of Non-Banking Financial (Non Deposit Accepting or Holding)

Companies Prudential Norms (Reserve Bank) Directions, 2007.


Amount Outstanding

Long Term Investments:

1 Quoted: 1,093,826,531

i) Shares: a) Equity 172,005,541

b) Preference -

ii) Debentures and Bonds 921,820,990



v) Others -

2 Unquoted: 1,593,693,558

i) Shares: a) Equity 1,078,340,159

b) Preference -


iii) Units of mutual funds 19,999,900


v) Others( Investment in Art, Media Fund, Pass Through Certificate and Gold Coin) 495,353,499

5) Borrower group-wise classification of all leased assets, stock-on-hire and loans and advances:

Secured Unsecured Total

1 Related Parties

a) Subsidiaries - - -

b) Companies in the same group - 8,309,940 8,309,940

c) Other related parties 2,543,913,008 1,447,318,062 3,991,231,070

2 Other than related parties 93,236,696,906 14,152,117,357 107,388,814,263

Total 95,780,609,914 15,607,745,359 111,388,355,273

6)

Market

Value/Break-up or

fair value or NAV

Book Value

(Net of Provisions)

1 Related Parties

(a) Subsidiaries 973,340,159 973,340,159

(b) Companies in the same group - -

(c) Other related parties - -

2 Other than related parties 2,582,942,988 2,583,034,245

Total 3,556,283,147 3,556,374,404

7) Other information

Particulars Amount

(i) Gross Non-Performing Assets

(a) Related parties -

(b) Other than related parties 1,638,858,535

(ii) Net Non-Performing Assets


(b) Other than related parties 980,993,242

(iii) Assets acquired in satisfaction of debt 607,831,018

Investor group- wise classification of all investments (current and non current investments) in shares andsecurities (both quoted and unquoted):

Category

Amount Net of Provisions Category

40 Other Notes

i. Details of Employee Stock Option Plans issued by the company

Type of Scheme

Date of grant

Number Granted

Contractual Life

Method of Option Valuation

Exercise Price

Estimated fair value of share granted

Scheme No. of Options

outstanding

as on April 1,

2012

Issued During

the year

Cancellation

of Options

due to

resignations

Options

Exercised

Number of

Options

outstanding

as on March

31, 2013

Excercisable

as at March

31, 2013

Scheme 2010 12,962,000 - 1,157,550 - 11,804,450 7,355,700

Total 12,962,000 1,157,550 - 11,804,450 7,355,700

3 yrs

33% on expiry of 12 months from Grant Date


Vesting Conditions


Black Scholes Option Pricing Method

145

145

156

156

3 yrs

ESOP Scheme 2010(Series-II)

October 3, 2011

1,475,000


ESOP Scheme 2010 (Series-I)

December 29, 2010

14,775,000




As the fair value of the shares at the date of grant of Options is equals to the exercise price no amount has been charged to the Profit and Loss

Account.

j. During the year, the Company got registration with Insurance Regulatory and Development Authority (IRDA) as a corporate agent vide license

no. ILG 9009278 dated June 13, 2012. This license authorizes the Company to procure and solicit insurance business of general insurance on

behalf of ICICI Lombard General Insurance Company Limited.

During the previous year, the Company got registration with Insurance Regulatory Development Authority (IRDA) as a Corporate agent vide

license no. ARL 9009278 dated February 24, 2012. This license authorises the company to procure and solicit insurance business of one life

insurer.

k. In terms of the Master Services Agreement with Religare Corporate Services Limited for provision of support services in the areas of

administration, branding, HR, finance and accounting, information technology, legal, compliance and secretarial affairs, customer support

services etc, the Company has incurred an expense of Rs. 645,227,097 (previous year Rs. 269,155,304) in the current year.

l. There are no transactions for the year ended March 31, 2013 with Micro, Small and Medium enterprises and as such no balance is outstanding

as at March 31, 2013.

m. The Company has disbursed loans against mortgage of properties , and the borrowers have assigned lease rentals receivable from the said

properties towards repayment of EMIs/instalments .The borrowers have opened Escrow accounts with certain banks under lien to the

Company. The aforesaid escrow accounts do not form part of these financial statements.


Amount Outstanding

Long Term Investments:

1 Quoted: 1,093,826,531

i) Shares: a) Equity 172,005,541

b) Preference -

ii) Debentures and Bonds 921,820,990



v) Others -

2 Unquoted: 1,593,693,558

i) Shares: a) Equity 1,078,340,159

b) Preference -


iii) Units of mutual funds 19,999,900


v) Others( Investment in Art, Media Fund, Pass Through Certificate and Gold Coin) 495,353,499

5) Borrower group-wise classification of all leased assets, stock-on-hire and loans and advances:

Secured Unsecured Total

1 Related Parties

a) Subsidiaries - - -

b) Companies in the same group - 8,309,940 8,309,940

c) Other related parties 2,543,913,008 1,447,318,062 3,991,231,070

2 Other than related parties 93,236,696,906 14,152,117,357 107,388,814,263

Total 95,780,609,914 15,607,745,359 111,388,355,273

6)

Market

Value/Break-up or

fair value or NAV

Book Value

(Net of Provisions)

1 Related Parties

(a) Subsidiaries 973,340,159 973,340,159

(b) Companies in the same group - -

(c) Other related parties - -

2 Other than related parties 2,582,942,988 2,583,034,245

Total 3,556,283,147 3,556,374,404

7) Other information

Particulars Amount

(i) Gross Non-Performing Assets


(b) Other than related parties 1,638,858,535

(ii) Net Non-Performing Assets


(b) Other than related parties 980,993,242

(iii) Assets acquired in satisfaction of debt 607,831,018

Investor group- wise classification of all investments (current and non current investments) in shares andsecurities (both quoted and unquoted):

Category

Amount Net of Provisions Category

40 Other Notes

i. Details of Employee Stock Option Plans issued by the company

Type of Scheme

Date of grant

Number Granted

Contractual Life

Method of Option Valuation

Exercise Price

Estimated fair value of share granted

Scheme No. of Options

outstanding

as on April 1,

2012

Issued During

the year

Cancellation

of Options

due to

resignations

Options

Exercised

Number of

Options

outstanding

as on March

31, 2013

Excercisable

as at March

31, 2013

Scheme 2010 12,962,000 - 1,157,550 - 11,804,450 7,355,700

Total 12,962,000 1,157,550 - 11,804,450 7,355,700

3 yrs



Vesting Conditions



145

145

156

156

3 yrs

ESOP Scheme 2010(Series-II)

October 3, 2011

1,475,000


ESOP Scheme 2010 (Series-I)

December 29, 2010

14,775,000




As the fair value of the shares at the date of grant of Options is equals to the exercise price no amount has been charged to the Profit and Loss

Account.

j. During the year, the Company got registration with Insurance Regulatory and Development Authority (IRDA) as a corporate agent vide license

no. ILG 9009278 dated June 13, 2012. This license authorizes the Company to procure and solicit insurance business of general insurance on

behalf of ICICI Lombard General Insurance Company Limited.

During the previous year, the Company got registration with Insurance Regulatory Development Authority (IRDA) as a Corporate agent vide

license no. ARL 9009278 dated February 24, 2012. This license authorises the company to procure and solicit insurance business of one life

insurer.

k. In terms of the Master Services Agreement with Religare Corporate Services Limited for provision of support services in the areas of

administration, branding, HR, finance and accounting, information technology, legal, compliance and secretarial affairs, customer support

services etc, the Company has incurred an expense of Rs. 645,227,097 (previous year Rs. 269,155,304) in the current year.

l. There are no transactions for the year ended March 31, 2013 with Micro, Small and Medium enterprises and as such no balance is outstanding

as at March 31, 2013.

m. The Company has disbursed loans against mortgage of properties , and the borrowers have assigned lease rentals receivable from the said

properties towards repayment of EMIs/instalments .The borrowers have opened Escrow accounts with certain banks under lien to the

Company. The aforesaid escrow accounts do not form part of these financial statements.


41 Previous Year Figures

The Notes are an integral part of these Financial Statements

For and on behalf of the Board of DirectorsSignature to Note no. 1 to 41 forming part of the Financial Statements

Previous year's figures have been regrouped, re-arranged and reclassified wherever necessary to conform to the current year classification.


Place : New Delhi

Date : May 21, 2013




Sd/-

KAVI ARORA


(DIN-01429165)

Sd/-

ANIL SAXENA

Director

(DIN-01555425)

Sd/-

PUNIT ARORA

Company Secretary

Place : New Delhi

Date : May 20, 2013



41 Previous Year Figures


For and on behalf of the Board of DirectorsSignature to Note no. 1 to 41 forming part of the Financial Statements

Previous year's figures have been regrouped, re-arranged and reclassified wherever necessary to conform to the current year classification.


Place : New Delhi

Date : May 21, 2013




Sd/-

KAVI ARORA


(DIN-01429165)

Sd/-

ANIL SAXENA

Director

(DIN-01555425)

Sd/-

PUNIT ARORA

Company Secretary

Place : New Delhi

Date : May 20, 2013



Religare Housing Development Finance Corporation Limited


The key financial results are produced below:

FINANCIAL RESULTS

Dear Members,Religare Housing Development Finance Corporation Limited

Your Directors have immense pleasure in presenting the 20th Annual Report along with the Audited Accounts for the year ended March 31, 2013.

Total Income

Total Expenditure

Profit Before Tax

Taxation-Current Tax

-Deferred Tax

Profit After Tax

Appropriations have been made as under:-

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

Balance transferred to Balance Sheet

ParticularsFor the year ended

March 31, 2013For the year ended

March 31, 2012

3,504.23

1,592.38

1,911.84

513.25

35.58

1,363.01

229.51

2,198.30

3,484.75

2,350.09

1,134.67

368.45

(73.44)

835.74

225.81

1,064.80

DIRECTORS’ REPORT

DIVIDEND & TRANSFER TO RESERVES

With a view to invest the profits accrued to the Company into the business operations of the Company, the Directors of the Company have decided not to recommend any dividend for the year under review. Out of profit for the year, Rs. 229.51 lakh has been transferred to special reserve under Section 29C of the National Housing Bank Act, 1987 and the balance has been transferred to Reserves & Surplus.

RESULTS OF OPERATIONS

The Company earned a total income of Rs. 3,504.23 lakh, registering a marginal increase over the income of financial year 2011-12. Profit before tax and after tax stood at Rs. 1,911.84 lakh and Rs. 1,363.01 lakh, respectively.

FUTURE OUTLOOK

The Housing sector in India has seen enormous growth in the past decade, which has been triggered by improving economic conditions and growing urbanization. According to the National Housing Bank (NHB), investments in the housing sector have grown at a compounded average growth rate (CAGR) of 28-30% over the last decade. Correspondingly, the Housing Finance segment has also grown and has attracted newer players while existing players, including banks, have scaled up their presence. This symbiotic interplay between the Housing and the Housing Finance sectors has been mutually reinforcing – growth in the Housing sector has increased the availability of funding as financiers have been attracted to the opportunity, and availability of finance has increased the ability of end-users to purchase houses, thus increasing the overall demand for housing.

Despite the rapid growth in the recent past, there was a cumulative shortage of 26.53 million dwelling units in India by the end of the 11th Five Year Plan (2007-2012) as per NHB estimates. This shortage is only likely to increase as the Indian economy

(Rs. in Lacs)


Religare Housing Development Finance Corporation Limited


The key financial results are produced below:

FINANCIAL RESULTS

Dear Members,Religare Housing Development Finance Corporation Limited

Your Directors have immense pleasure in presenting the 20th Annual Report along with the Audited Accounts for the year ended March 31, 2013.

Total Income

Total Expenditure

Profit Before Tax

Taxation-Current Tax

-Deferred Tax

Profit After Tax

Appropriations have been made as under:-

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

Balance transferred to Balance Sheet

ParticularsFor the year ended

March 31, 2013For the year ended

March 31, 2012

3,504.23

1,592.38

1,911.84

513.25

35.58

1,363.01

229.51

2,198.30

3,484.75

2,350.09

1,134.67

368.45

(73.44)

835.74

225.81

1,064.80

DIRECTORS’ REPORT

DIVIDEND & TRANSFER TO RESERVES

With a view to invest the profits accrued to the Company into the business operations of the Company, the Directors of the Company have decided not to recommend any dividend for the year under review. Out of profit for the year, Rs. 229.51 lakh has been transferred to special reserve under Section 29C of the National Housing Bank Act, 1987 and the balance has been transferred to Reserves & Surplus.

RESULTS OF OPERATIONS

The Company earned a total income of Rs. 3,504.23 lakh, registering a marginal increase over the income of financial year 2011-12. Profit before tax and after tax stood at Rs. 1,911.84 lakh and Rs. 1,363.01 lakh, respectively.

FUTURE OUTLOOK

The Housing sector in India has seen enormous growth in the past decade, which has been triggered by improving economic conditions and growing urbanization. According to the National Housing Bank (NHB), investments in the housing sector have grown at a compounded average growth rate (CAGR) of 28-30% over the last decade. Correspondingly, the Housing Finance segment has also grown and has attracted newer players while existing players, including banks, have scaled up their presence. This symbiotic interplay between the Housing and the Housing Finance sectors has been mutually reinforcing – growth in the Housing sector has increased the availability of funding as financiers have been attracted to the opportunity, and availability of finance has increased the ability of end-users to purchase houses, thus increasing the overall demand for housing.

Despite the rapid growth in the recent past, there was a cumulative shortage of 26.53 million dwelling units in India by the end of the 11th Five Year Plan (2007-2012) as per NHB estimates. This shortage is only likely to increase as the Indian economy

(Rs. in Lacs)


continues on its growth path and the pace of urbanization keeps increasing – it is estimated that 600 million Indians will live in urban areas by 2030. Furthermore, India still lags other developing and developed nations in terms of mortgage penetration, with mortgages as a percentage of GDP at a mere 6%. While mortgages as a proportion of total bank credit have increased from 2% in FY00 to 9% in FY11, this is still significantly below regional peers.

The combination of this huge demand for housing, favorable economic conditions, low penetration and the increasing propensity for buyers to have their houses financed from the organized sector results in a very lucrative opportunity for Housing Finance companies in India. A favorable policy framework and continuing fiscal incentives for home ownership will provide a further fillip to mortgage penetration. Based on a synthesis of various estimates, we reckon the total funding opportunity for Housing Finance sector to be at least Rs. 25 trillion.

Given the huge opportunity before the Company, the ongoing structural changes in the Indian economy and the encouraging growth trajectory, the Company is optimistic about its future prospects.

REGULATORY GUIDELINES

The Company has been following applicable Guidelines, Circulars and Directions issued by National Housing Bank (“NHB”) from time to time. The Company has been maintaining capital adequacy as prescribed by the NHB from time to time. The capital adequacy was at a comfortable level of 59.64% as on March 31, 2013 as against 12% stipulated by NHB.

LENDING OPERATIONS

During the year under review, the Company has sanctioned housing loans for Rs. 4,948 Lakhs covering 25 housing units. The Company has disbursed housing loans of Rs. 2,982.21 Lakhs during the year.

For the year, necessary provisions for sub-standard assets and doubtful assets to the extent of Rs. 57.53 Lakhs and Rs. 50.44 Lakhs, respectively, have been made. A provision of Rs. 35.99 Lakhs has been made in respect of loss assets, wherein property has not been realized.

DEPOSITS

The company has Nil public deposit for the period ended March 31, 2013. During the financial year, the Company has repaid public deposit of Rs. 5,524 (inclusive of interest accrued) which was returned unclaimed earlier. Further, during the year ended March 31, 2013, the Company has not accepted, renewed or held any public deposit as on the balance sheet date. Accordingly, the Company is not deposit accepting/ holding housing company as per the Housing Finance Companies (NHB) Directions, 2010 and the provision of section 58A & 58AA of the Companies Act, 1956 are not applicable to the Company. Since the Company has neither accepted nor renewed any fresh public deposits during the year under review, accordingly, liquidity requirement as specified under Section 29B of the National Housing Bank Act, 1987, does not arise.


The Company has an effective internal control system commensurate with its size and operations. In addition to this the work process is designed in such a way that process of internal check is ensured at all levels.

BOARD OF DIRECTORS

At present Board consists of Mr. Kavi Arora, Mr. Anuj Chowdhry, Mr. S. Ravi & Mr. Anil Saxena. In accordance with Articles 134 and 135 of the Articles of Association of the Company and the applicable provisions of the Companies Act, 1956, Mr. Anil Saxena, Director of the Company, retires by rotation at the ensuing Annual General Meeting and is eligible for re-appointment. Your Board recommends his re-appointment.

COMMITTTEES OF BOARD

• AUDIT COMMITTEE Composition: The Audit Committee comprises of Mr. Anuj Chowdhry as the Chairman, Mr. S. Ravi and Mr. Anil

Saxena as Members.

• REMUNERATION COMMITTEE Composition: The Remuneration Committee comprises of Mr. Anuj Chowdhry as the Chairman, Mr. S. Ravi, Mr. Anil

Saxena and Mr. Kavi Arora as Members.

• ASSET LIABILITY COMMITTEE Composition: The Asset Liability Committee comprises of Mr. Anil Saxena as the Chairman, Mr. S. Ravi and Mr. Kavi

Arora as Members.

• RISK MANAGEMENT COMMITTEE Composition: The Risk Management Committee comprises of Mr. Anil Saxena as the Chairman, Mr. S. Ravi and Mr.

Kavi Arora as Members.

• LOAN & INVESTMENT COMMITTEE Composition: The Loan and Investment Committee comprises of Mr. Anil Saxena as the Chairman and Mr. Kavi

Arora as Member.

These Committees meet from time to time in order to perform the tasks as per the terms of reference of constitution of the respective Committees.


Pursuant to Section 217(2AA) of the Companies Act, 1956, with respect to the Directors’ Responsibility Statement, it is hereby confirmed that:

(i) in the preparation of the annual accounts for the financial year ended March 31, 2013, the applicable accounting standards have been followed along with proper explanations relating to material departures;

(ii) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2013, and of the profit of the Company for the said period;

(iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(iv) the Directors have prepared the annual accounts for the financial year ended March 31, 2013 on a ‘going concern’ basis.

AUDITORS

M/s Price Waterhouse & Co., Chartered Accountants, Statutory Auditors of the Company, retire at the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. They have further confirmed that their appointment, if made, would be in conformity with the provisions of Section 224 (1B) of the Companies Act, 1956. The Board recommends their appointment at the ensuing Annual General Meeting.


The Company is not engaged in manufacturing activities and, therefore, the particulars as required under Section 217(1)(e) of the Companies Act, 1956 read with Companies’ (Disclosures of Particulars in the Report of the Board of Directors) Rules, 1988 regarding Conservation of Energy, Research and Development and Technology Absorption are not applicable.


continues on its growth path and the pace of urbanization keeps increasing – it is estimated that 600 million Indians will live in urban areas by 2030. Furthermore, India still lags other developing and developed nations in terms of mortgage penetration, with mortgages as a percentage of GDP at a mere 6%. While mortgages as a proportion of total bank credit have increased from 2% in FY00 to 9% in FY11, this is still significantly below regional peers.

The combination of this huge demand for housing, favorable economic conditions, low penetration and the increasing propensity for buyers to have their houses financed from the organized sector results in a very lucrative opportunity for Housing Finance companies in India. A favorable policy framework and continuing fiscal incentives for home ownership will provide a further fillip to mortgage penetration. Based on a synthesis of various estimates, we reckon the total funding opportunity for Housing Finance sector to be at least Rs. 25 trillion.

Given the huge opportunity before the Company, the ongoing structural changes in the Indian economy and the encouraging growth trajectory, the Company is optimistic about its future prospects.

REGULATORY GUIDELINES

The Company has been following applicable Guidelines, Circulars and Directions issued by National Housing Bank (“NHB”) from time to time. The Company has been maintaining capital adequacy as prescribed by the NHB from time to time. The capital adequacy was at a comfortable level of 59.64% as on March 31, 2013 as against 12% stipulated by NHB.

LENDING OPERATIONS

During the year under review, the Company has sanctioned housing loans for Rs. 4,948 Lakhs covering 25 housing units. The Company has disbursed housing loans of Rs. 2,982.21 Lakhs during the year.

For the year, necessary provisions for sub-standard assets and doubtful assets to the extent of Rs. 57.53 Lakhs and Rs. 50.44 Lakhs, respectively, have been made. A provision of Rs. 35.99 Lakhs has been made in respect of loss assets, wherein property has not been realized.

DEPOSITS

The company has Nil public deposit for the period ended March 31, 2013. During the financial year, the Company has repaid public deposit of Rs. 5,524 (inclusive of interest accrued) which was returned unclaimed earlier. Further, during the year ended March 31, 2013, the Company has not accepted, renewed or held any public deposit as on the balance sheet date. Accordingly, the Company is not deposit accepting/ holding housing company as per the Housing Finance Companies (NHB) Directions, 2010 and the provision of section 58A & 58AA of the Companies Act, 1956 are not applicable to the Company. Since the Company has neither accepted nor renewed any fresh public deposits during the year under review, accordingly, liquidity requirement as specified under Section 29B of the National Housing Bank Act, 1987, does not arise.


The Company has an effective internal control system commensurate with its size and operations. In addition to this the work process is designed in such a way that process of internal check is ensured at all levels.

BOARD OF DIRECTORS

At present Board consists of Mr. Kavi Arora, Mr. Anuj Chowdhry, Mr. S. Ravi & Mr. Anil Saxena. In accordance with Articles 134 and 135 of the Articles of Association of the Company and the applicable provisions of the Companies Act, 1956, Mr. Anil Saxena, Director of the Company, retires by rotation at the ensuing Annual General Meeting and is eligible for re-appointment. Your Board recommends his re-appointment.

COMMITTTEES OF BOARD

• AUDIT COMMITTEE Composition: The Audit Committee comprises of Mr. Anuj Chowdhry as the Chairman, Mr. S. Ravi and Mr. Anil

Saxena as Members.

• REMUNERATION COMMITTEE Composition: The Remuneration Committee comprises of Mr. Anuj Chowdhry as the Chairman, Mr. S. Ravi, Mr. Anil

Saxena and Mr. Kavi Arora as Members.

• ASSET LIABILITY COMMITTEE Composition: The Asset Liability Committee comprises of Mr. Anil Saxena as the Chairman, Mr. S. Ravi and Mr. Kavi

Arora as Members.

• RISK MANAGEMENT COMMITTEE Composition: The Risk Management Committee comprises of Mr. Anil Saxena as the Chairman, Mr. S. Ravi and Mr.

Kavi Arora as Members.

• LOAN & INVESTMENT COMMITTEE Composition: The Loan and Investment Committee comprises of Mr. Anil Saxena as the Chairman and Mr. Kavi

Arora as Member.

These Committees meet from time to time in order to perform the tasks as per the terms of reference of constitution of the respective Committees.


Pursuant to Section 217(2AA) of the Companies Act, 1956, with respect to the Directors’ Responsibility Statement, it is hereby confirmed that:

(i) in the preparation of the annual accounts for the financial year ended March 31, 2013, the applicable accounting standards have been followed along with proper explanations relating to material departures;

(ii) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2013, and of the profit of the Company for the said period;

(iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(iv) the Directors have prepared the annual accounts for the financial year ended March 31, 2013 on a ‘going concern’ basis.

AUDITORS

M/s Price Waterhouse & Co., Chartered Accountants, Statutory Auditors of the Company, retire at the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. They have further confirmed that their appointment, if made, would be in conformity with the provisions of Section 224 (1B) of the Companies Act, 1956. The Board recommends their appointment at the ensuing Annual General Meeting.


The Company is not engaged in manufacturing activities and, therefore, the particulars as required under Section 217(1)(e) of the Companies Act, 1956 read with Companies’ (Disclosures of Particulars in the Report of the Board of Directors) Rules, 1988 regarding Conservation of Energy, Research and Development and Technology Absorption are not applicable.



Detail of Foreign Exchange earnings and outgo is as follows:

For and on behalf of Board of Directors

Place : New Delhi

Date : June 5, 2013

Sd/-

Kavi Arora

Managing Director

Sd/-

Anil Saxena

Director

(Rs. in Lacs)

Particulars

Housing Loan Receipts

Total

2012-13

0.86

0.86

2011-12

32.24

32.24



The particulars regarding the employees as required under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, is appended herewith and forms an integral part of this report.

HUMAN RESOURCES AND TRAINING

Human Resources have always been most valuable asset and your company seeks to attract and avail the best available talent. Productive high performing employees are vital for Company’s success. The Board values and appreciates the contribution and commitment of the employees towards performance of your company during the year. The Company sponsored its employees for various training programmes and seminars including the training programmes conducted by National Housing Bank in order to update their knowledge and keep them abreast of all the developments in their respective fields.

ACKNOWLEDGEMENTS

Your Directors would like to express their sincere appreciation for the co-operation and support received from the National Housing Bank, Regulatory Bodies, Customers and other Business Constituents during the year under review and also takes an opportunity to place on record their gratitude for the dedication and commitment of employees at all levels.



1. We have audited the accompanying financial statements of Religare Housing Development Finance Corporation Limited (the “Company”), which comprise the Balance Sheet as at March 31, 2013, and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information, which we have signed under reference to this report.







Opinion









To the Members of Religare Housing

Development Finance Corporation Limited



Detail of Foreign Exchange earnings and outgo is as follows:


Place : New Delhi

Date : June 5, 2013

Sd/-

Kavi Arora

Managing Director

Sd/-

Anil Saxena

Director

(Rs. in Lacs)

Particulars

Housing Loan Receipts

Total

2012-13

0.86

0.86

2011-12

32.24

32.24



The particulars regarding the employees as required under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, is appended herewith and forms an integral part of this report.

HUMAN RESOURCES AND TRAINING

Human Resources have always been most valuable asset and your company seeks to attract and avail the best available talent. Productive high performing employees are vital for Company’s success. The Board values and appreciates the contribution and commitment of the employees towards performance of your company during the year. The Company sponsored its employees for various training programmes and seminars including the training programmes conducted by National Housing Bank in order to update their knowledge and keep them abreast of all the developments in their respective fields.

ACKNOWLEDGEMENTS

Your Directors would like to express their sincere appreciation for the co-operation and support received from the National Housing Bank, Regulatory Bodies, Customers and other Business Constituents during the year under review and also takes an opportunity to place on record their gratitude for the dedication and commitment of employees at all levels.



1. We have audited the accompanying financial statements of Religare Housing Development Finance Corporation Limited (the “Company”), which comprise the Balance Sheet as at March 31, 2013, and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information, which we have signed under reference to this report.







Opinion









To the Members of Religare Housing

Development Finance Corporation Limited






For Price Waterhouse & Co.

Firm Registration Number:304026E Chartered Accountants

Sd/- Partha Ghosh

PartnerMembership Number: 55913

Place : New Delhi

Date : May 21, 2013



(b) The fixed assets are physically verified by the Management according to a phased programme designed to cover all the items over a period of three years which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the programme, the fixed assets have been physically verified by the Management during the preceding year and no material discrepancies have been noticed on such verification. Accordingly no physical verification has been carried out in the current year.


ii. The Company is in the business of rendering services, and consequently, does not hold any inventory. Therefore, the provisions of Clause 4(ii) of the said Order are not applicable to the Company.


iv. In our opinion, and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of fixed assets and for the sale of services. Further, on the basis of our examination of the books and records of the Company, and according to the information and explanations given to us, we have neither come across, nor have been informed of, any continuing failure to correct major weaknesses in the aforesaid internal control system.

v. (a) According to the information and explanations given to us, there have been no contracts or arrangements that need to be entered in the register maintained under Section 301 of the Act.

(b) In our opinion, and according to the information and explanations given to us, there are no transactions made in pursuance of such contracts or arrangements exceeding the value of Rupees Five Lakhs in respect of any party during the year.

vi. The Company has not accepted any deposits from the public within the meaning of Sections 58A and 58AA of the Act and the rules framed there under. Attention is drawn to note 10.1 of financial statement.



ix. (a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the Company is regular in depositing the undisputed statutory dues, including provident fund, investor education and protection fund, employees’ state insurance, income tax, sales tax, wealth tax, service tax, customs duty, excise duty and other material statutory dues, as applicable, with the appropriate authorities

Referred to in paragraph 7 of the Auditors’ Report of even date to the members of Religare Housing Development

Finance Corporation Limited on the financial statements as of and for the year ended March 31, 2013








Sd/- Partha Ghosh


Place : New Delhi

Date : May 21, 2013



(b) The fixed assets are physically verified by the Management according to a phased programme designed to cover all the items over a period of three years which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the programme, the fixed assets have been physically verified by the Management during the preceding year and no material discrepancies have been noticed on such verification. Accordingly no physical verification has been carried out in the current year.


ii. The Company is in the business of rendering services, and consequently, does not hold any inventory. Therefore, the provisions of Clause 4(ii) of the said Order are not applicable to the Company.


iv. In our opinion, and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of fixed assets and for the sale of services. Further, on the basis of our examination of the books and records of the Company, and according to the information and explanations given to us, we have neither come across, nor have been informed of, any continuing failure to correct major weaknesses in the aforesaid internal control system.

v. (a) According to the information and explanations given to us, there have been no contracts or arrangements that need to be entered in the register maintained under Section 301 of the Act.

(b) In our opinion, and according to the information and explanations given to us, there are no transactions made in pursuance of such contracts or arrangements exceeding the value of Rupees Five Lakhs in respect of any party during the year.

vi. The Company has not accepted any deposits from the public within the meaning of Sections 58A and 58AA of the Act and the rules framed there under. Attention is drawn to note 10.1 of financial statement.



ix. (a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the Company is regular in depositing the undisputed statutory dues, including provident fund, investor education and protection fund, employees’ state insurance, income tax, sales tax, wealth tax, service tax, customs duty, excise duty and other material statutory dues, as applicable, with the appropriate authorities

Referred to in paragraph 7 of the Auditors’ Report of even date to the members of Religare Housing Development

Finance Corporation Limited on the financial statements as of and for the year ended March 31, 2013



xi. According to the records of the Company examined by us and the information and explanation given to us, the Company has not defaulted in repayment of dues to any financial institution or bank or debenture holders as at the balance sheet date.

xii. The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Therefore, the provisions of Clause 4(xii) of the Order are not applicable to the Company


xiv. In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of Clause 4(xiv) of the Order are not applicable to the Company.

xv. In our opinion, and according to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions during the year. Accordingly, the provisions of Clause 4(xv) of the Order are not applicable to the Company


xvii. According to the information and explanations given to us and on an overall examination of the balance sheet of the company, we report that the no funds raised on short-term basis have been used for long-term investment.

(b) According to the information and explanations given to us and the records of the Company examined by us, there are no dues of wealth-tax, service-tax, which have not been deposited on account of any dispute. The particulars of dues of income tax as at March 31, 2013 which have not been deposited on account of a dispute, are as follows:

Name of the

statute

Income Tax Act,1961

Income Tax Act,1961

Income Tax Act,1961

Income Tax Act,1961

Nature of dues

Income Tax Demands *




Total

Amount (Rs.)

12,781,721

260,822

1,997,068

15,942,170

30,981,781

Period to which the

amount relates

AY(s) 2001-02, 2003-04,2004-05 and 2005-06

AY 2008-09

AY 2009-10

AY 2010-11

Forum where the dispute

is pending

Delhi High Court

Commissioner of Income Tax (Appeals)- IX, New Delhi



* Amount Piad under protest adjuested against the income tax demands


xix. The Company has not issued any debentures during the year and does not have any debentures outstanding as at the beginning of the year and at the year end. Accordingly, the provisions of Clause 4(xix) of the Order are not applicable to the Company

xx. The Company has not raised any money by public issues during the year. Accordingly, the provisions of Clause 4(xx) of the Order are not applicable to the Company.




Sd/- Partha Ghosh


Place : New Delhi

Date : May 21, 2013



xi. According to the records of the Company examined by us and the information and explanation given to us, the Company has not defaulted in repayment of dues to any financial institution or bank or debenture holders as at the balance sheet date.

xii. The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Therefore, the provisions of Clause 4(xii) of the Order are not applicable to the Company


xiv. In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of Clause 4(xiv) of the Order are not applicable to the Company.

xv. In our opinion, and according to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions during the year. Accordingly, the provisions of Clause 4(xv) of the Order are not applicable to the Company


xvii. According to the information and explanations given to us and on an overall examination of the balance sheet of the company, we report that the no funds raised on short-term basis have been used for long-term investment.

(b) According to the information and explanations given to us and the records of the Company examined by us, there are no dues of wealth-tax, service-tax, which have not been deposited on account of any dispute. The particulars of dues of income tax as at March 31, 2013 which have not been deposited on account of a dispute, are as follows:

Name of the

statute

Income Tax Act,1961

Income Tax Act,1961

Income Tax Act,1961

Income Tax Act,1961

Nature of dues





Total

Amount (Rs.)

12,781,721

260,822

1,997,068

15,942,170

30,981,781

Period to which the

amount relates

AY(s) 2001-02, 2003-04,2004-05 and 2005-06

AY 2008-09

AY 2009-10

AY 2010-11

Forum where the dispute

is pending

Delhi High Court




* Amount Piad under protest adjuested against the income tax demands


xix. The Company has not issued any debentures during the year and does not have any debentures outstanding as at the beginning of the year and at the year end. Accordingly, the provisions of Clause 4(xix) of the Order are not applicable to the Company

xx. The Company has not raised any money by public issues during the year. Accordingly, the provisions of Clause 4(xx) of the Order are not applicable to the Company.




Sd/- Partha Ghosh


Place : New Delhi

Date : May 21, 2013




Shareholders' Funds

Share Capital Reserves and Surplus


Long - Term Borrowings Other Long Term Liabilities Long - Term Provisions

Current Liabilities

Short - Term Borrowings Trade Payables Other Current Liabilities Short - Term Provisions

TOTAL

ASSETS


Fixed Assets Tangible Assets Intangible Assets

Deferred Tax Asset (Net) Long - Term Loans and Advances Other Non - Current Assets

Current Assets

Cash and Bank Balances Short - Term Loans and Advances Other Current Assets

TOTAL

34

567

891011

1213

141516

171819

399,980,000 907,979,778

702,377,155 50,000

20,712,562

11,280,333 321,361

174,601,070 16,524,225

2,233,826,484

176,961 53,476

11,920,627 1,611,189,175

340,891

56,651,724 552,793,437

700,193

2,233,826,484

399,980,000 771,678,588

291,428,571 223,000

19,876,507

1,188,295,711 281,566

107,558,743 28,062,023

2,807,384,709

974,910 69,979

15,478,898 2,481,763,966

340,891

49,238,449 258,185,964

1,331,652

2,807,384,709

Particulars Note No. As At March 31, 2013

Amount (Rs.)

As At March 31, 2012

Amount (Rs.)



This is the Balance Sheet referred to in our report of even date




Sd/-

Kavi Arora

Managing Director(DIN-04129165)

Sd/-

Anil Saxena

Director (DIN-01555425)

Sd/- Partha GhoshPartnerMembership Number: 55913

Place : New Delhi

Date : May 21, 2013

Sd/-

Ashraf Ali

Company Secretary Membership No.-F-6493

Place : New Delhi

Date : May 21, 2013


Particulars Note No. Year Ended March 31, 2013

Amount (Rs.)

Year Ended March 31, 2012

Amount (Rs.)

Revenue

Revenue from Operations Other Income Total Revenue

Expenses

Employee Benefits Expense Finance Cost Depreciation and Amortization Expense Other Expenses Total Expenses

Profit Before Tax

Tax Expense - Current Tax - Deferred Tax (Net) - Taxes for earlier Year Profit for the Year

Earnings Per Equity Share

Basic (Face Value of Rs.10/-each) Diluted (Face Value of Rs.10/-each)

2021

22232425

26

324,717,994 25,705,152

350,423,146

21,271,489 123,710,941

148,165 14,107,926

159,238,521

191,184,625

51,325,164 3,558,271

-

136,301,190

3.41 3.41

334,610,125 13,865,115

348,475,240

21,471,198 172,770,060

138,384 40,628,862

235,008,504

113,466,736

36,845,350 (7,344,467)

391,747

83,574,106

2.09 2.09



This is the Statement of Profit and Loss referred to in our report of even date





Place : New Delhi

Date : May 21, 2013

Sd/-

Kavi Arora


Sd/-

Anil Saxena


Sd/-

Ashraf Ali

Company SecretaryMembership No. F-6493

Place : New Delhi

Date : May 21, 2013




Shareholders' Funds

Share Capital Reserves and Surplus


Long - Term Borrowings Other Long Term Liabilities Long - Term Provisions

Current Liabilities

Short - Term Borrowings Trade Payables Other Current Liabilities Short - Term Provisions

TOTAL

ASSETS


Fixed Assets Tangible Assets Intangible Assets

Deferred Tax Asset (Net) Long - Term Loans and Advances Other Non - Current Assets

Current Assets

Cash and Bank Balances Short - Term Loans and Advances Other Current Assets

TOTAL

34

567

891011

1213

141516

171819

399,980,000 907,979,778

702,377,155 50,000

20,712,562

11,280,333 321,361

174,601,070 16,524,225

2,233,826,484

176,961 53,476

11,920,627 1,611,189,175

340,891

56,651,724 552,793,437

700,193

2,233,826,484

399,980,000 771,678,588

291,428,571 223,000

19,876,507

1,188,295,711 281,566

107,558,743 28,062,023

2,807,384,709

974,910 69,979

15,478,898 2,481,763,966

340,891

49,238,449 258,185,964

1,331,652

2,807,384,709

Particulars Note No. As At March 31, 2013

Amount (Rs.)

As At March 31, 2012

Amount (Rs.)



This is the Balance Sheet referred to in our report of even date




Sd/-

Kavi Arora


Sd/-

Anil Saxena



Place : New Delhi

Date : May 21, 2013

Sd/-

Ashraf Ali

Company Secretary Membership No.-F-6493

Place : New Delhi

Date : May 21, 2013


Particulars Note No. Year Ended March 31, 2013

Amount (Rs.)


Amount (Rs.)

Revenue

Revenue from Operations Other Income Total Revenue

Expenses

Employee Benefits Expense Finance Cost Depreciation and Amortization Expense Other Expenses Total Expenses

Profit Before Tax

Tax Expense - Current Tax - Deferred Tax (Net) - Taxes for earlier Year Profit for the Year

Earnings Per Equity Share

Basic (Face Value of Rs.10/-each) Diluted (Face Value of Rs.10/-each)

2021

22232425

26

324,717,994 25,705,152

350,423,146

21,271,489 123,710,941

148,165 14,107,926

159,238,521

191,184,625

51,325,164 3,558,271

-

136,301,190

3.41 3.41

334,610,125 13,865,115

348,475,240

21,471,198 172,770,060

138,384 40,628,862

235,008,504

113,466,736

36,845,350 (7,344,467)

391,747

83,574,106

2.09 2.09



This is the Statement of Profit and Loss referred to in our report of even date





Place : New Delhi

Date : May 21, 2013

Sd/-

Kavi Arora


Sd/-

Anil Saxena


Sd/-

Ashraf Ali


Place : New Delhi

Date : May 21, 2013



Particulars

For theYear Ended

March 31, 2013

Amount (Rs.)

For the Year Ended

March 31, 2012

Amount (Rs.)

Cash flow from Operating Activities:

Profit before tax

Adjustments for:Depreciation and Amortization ExpenseInterest ExpenseInterest Income on Fixed DepositsProvision against Standard Assets and Non-Performing Assets ( Refer Note-27)Provision against Non-Performing Assets written Back ( Refer Note-21.1)Bad debts/Loans/Balances written off(Profit)/ Loss on Fixed Assets sold (Net)Provision for Gratuity and Leave Encashment (written back) / createdTax Deducted at Source on support service fees/other operating incomeOperating Profit Before Working Capital Changes


- Decrease /(Increase) in Other Current Assets - Decrease /(Increase) in Long Term Loans and Advances - (Increase)/Decrease in Short Term Loans and Advances - (Decrease) /Increase in Other Long - Term Liabilities - Increase/(Decrease) in Trade Payables - Increase in Other Current LiabilitiesCash Generated From / (Used In) Operations

- Taxes Paid (Net of Tax Deducted at Source)Net Cash Generated From/ (Used In) Operating Activities

Cash Flow From Investing Activities:

Purchase of Fixed Assets (net)Proceeds from sale of Fixed AssetsInterest Received on Fixed DepositsChange in Fixed Deposits shown as non-current Net Cash Genrated From Investing Activities

Cash Flow From Financing Activities:

Proceeds/ (Repayment) for Long term Borrowings

- Secured Loans- Term Loans from Banks (Net)Proceeds/ (Repayment) for Short term Borrowings

- Secured Loans- Loan repayable on demand from banks (Net) - Unsecured Loan- Inter Corporate Loans (Net)Interest Paid Net Cash (Used In) / Flow From Financing Activities

Net Increase/(Decrease) in Cash & Cash Equivalents (A+B+C)

Add: Cash and Cash Equivalents at the begining of the Year

Cash and Cash Equivalents at the end of the Year

191,184,625

148,165 122,829,532

(1,926,707) 6,617,517

(17,865,822) 753,404

(3,558) 546,561

(404,496) 301,879,221

1,588,291 862,112,324

(295,650,205) (173,000)

39,795 6,309,149

876,105,575

(41,976,497) 834,129,078

(38,224) 708,070

2,034,890 -

2,704,736

505,234,299

11,280,333 (1,188,295,711)

(156,382,069) (828,163,148)

8,670,666

28,162,681

36,833,347

113,466,736

138,384 172,770,060

(1,755,815) 29,962,950 (6,394,159)

19,842 5,206

(238,427) (397,080)

307,577,697

(1,606,668) (466,561,076)

7,853,885 173,000

(428,092) 4,616,682

(148,374,572)

(33,728,985) (182,103,557)

(930,608) -

1,433,971 1,262,768 1,766,131

340,000,000

(61,346,366) 38,645,711

(146,924,293) 170,375,052

(9,962,374)

38,125,055

28,162,681

A.

B.

C.

Particulars

For the Year Ended

March 31, 2013

Amount (Rs.)

For the Year Ended

March 31, 2012

Amount (Rs.)

Cash and Cash Equivalents at the end of the Year Comprises of

Cash in HandBalances with Banks in Current Accounts

29,198 36,804,149 36,833,347

14,909 28,147,772 28,162,681

A.

Notes: 1 The Cash flow statement has been prepared under the indirect method as set out in Accounting Standard -3 on

Cash Flow Statement. 2 Figures in bracket indicate cash outgo/income. 3 Previous year's figures have been regrouped and rearranged wherever necessary to confirm to the current year

classification. The Notes are an integral part of these Financial Statements

This is the Statement of Cash Flow Statement referred to in our report of even date



Sd/-

Partha Ghosh

Partner

Membership Number: 55913


Place : New Delhi

Date : May 21, 2013

Sd/-

Kavi Arora


Sd/-

Anil Saxena


Sd/-

ASHRAF ALI


Place : New Delhi

Date : May 21, 2013




Particulars

For theYear Ended

March 31, 2013

Amount (Rs.)

For the Year Ended

March 31, 2012

Amount (Rs.)

Cash flow from Operating Activities:

Profit before tax

Adjustments for:Depreciation and Amortization ExpenseInterest ExpenseInterest Income on Fixed DepositsProvision against Standard Assets and Non-Performing Assets ( Refer Note-27)Provision against Non-Performing Assets written Back ( Refer Note-21.1)Bad debts/Loans/Balances written off(Profit)/ Loss on Fixed Assets sold (Net)Provision for Gratuity and Leave Encashment (written back) / createdTax Deducted at Source on support service fees/other operating incomeOperating Profit Before Working Capital Changes


- Decrease /(Increase) in Other Current Assets - Decrease /(Increase) in Long Term Loans and Advances - (Increase)/Decrease in Short Term Loans and Advances - (Decrease) /Increase in Other Long - Term Liabilities - Increase/(Decrease) in Trade Payables - Increase in Other Current LiabilitiesCash Generated From / (Used In) Operations

- Taxes Paid (Net of Tax Deducted at Source)Net Cash Generated From/ (Used In) Operating Activities

Cash Flow From Investing Activities:

Purchase of Fixed Assets (net)Proceeds from sale of Fixed AssetsInterest Received on Fixed DepositsChange in Fixed Deposits shown as non-current Net Cash Genrated From Investing Activities

Cash Flow From Financing Activities:

Proceeds/ (Repayment) for Long term Borrowings

- Secured Loans- Term Loans from Banks (Net)Proceeds/ (Repayment) for Short term Borrowings

- Secured Loans- Loan repayable on demand from banks (Net) - Unsecured Loan- Inter Corporate Loans (Net)Interest Paid Net Cash (Used In) / Flow From Financing Activities

Net Increase/(Decrease) in Cash & Cash Equivalents (A+B+C)

Add: Cash and Cash Equivalents at the begining of the Year

Cash and Cash Equivalents at the end of the Year

191,184,625

148,165 122,829,532

(1,926,707) 6,617,517

(17,865,822) 753,404

(3,558) 546,561

(404,496) 301,879,221

1,588,291 862,112,324

(295,650,205) (173,000)

39,795 6,309,149

876,105,575

(41,976,497) 834,129,078

(38,224) 708,070

2,034,890 -

2,704,736

505,234,299

11,280,333 (1,188,295,711)

(156,382,069) (828,163,148)

8,670,666

28,162,681

36,833,347

113,466,736

138,384 172,770,060

(1,755,815) 29,962,950 (6,394,159)

19,842 5,206

(238,427) (397,080)

307,577,697

(1,606,668) (466,561,076)

7,853,885 173,000

(428,092) 4,616,682

(148,374,572)

(33,728,985) (182,103,557)

(930,608) -

1,433,971 1,262,768 1,766,131

340,000,000

(61,346,366) 38,645,711

(146,924,293) 170,375,052

(9,962,374)

38,125,055

28,162,681

A.

B.

C.

Particulars

For the Year Ended

March 31, 2013

Amount (Rs.)

For the Year Ended

March 31, 2012

Amount (Rs.)

Cash and Cash Equivalents at the end of the Year Comprises of

Cash in HandBalances with Banks in Current Accounts

29,198 36,804,149 36,833,347

14,909 28,147,772 28,162,681

A.

Notes: 1 The Cash flow statement has been prepared under the indirect method as set out in Accounting Standard -3 on

Cash Flow Statement. 2 Figures in bracket indicate cash outgo/income. 3 Previous year's figures have been regrouped and rearranged wherever necessary to confirm to the current year

classification. The Notes are an integral part of these Financial Statements

This is the Statement of Cash Flow Statement referred to in our report of even date



Sd/-

Partha Ghosh

Partner

Membership Number: 55913


Place : New Delhi

Date : May 21, 2013

Sd/-

Kavi Arora


Sd/-

Anil Saxena


Sd/-

ASHRAF ALI


Place : New Delhi

Date : May 21, 2013



NOTES FORMING PART OF THE FINANCIAL STATEMENTSFOR THE YEAR ENDED MARCH 31, 2013

1 OVERVIEW Religare Housing Development Finance Corporation Limited [RHDFCL] (the 'Company') is a subsidiary of Religare

Finvest Limited (RFL). RFL holds 87.5% of the paid up equity share capital of RHDFCL.The Company was incorporated on June 30,1993 as Maharishi Housing Development Finance Corporation Limited. On September 7,2010 the name of the Company was changed to Religare Housing Development Finance Corporation Limited. The Company is a Housing finance Company registered with the National Housing bank (“NHB”) under section 29A of the National Housing Bank Act, 1987 and primarily engaged in lending of Housing Loans.

Pursuant to the requirement of the Housing Finance Companies (NHB) Directions, 2010 the Company has been granted

a new registration No.10.0088.10 dated October 1, 2010 under section 29A of the National Housing Bank Act, 1987 by the National Housing Bank, consequent upon change in the name of the Company.

2 SIGNIFICANT ACCOUNTING POLICIES A. BASIS OF ACCOUNTING

The Financial Statements are prepared under the historical cost convention and on accrual basis of accounting and in accordance with generally accepted accounting principles in India and comply in material aspect with the measurement and recognition principles of Accounting Standards referred in Section 211 (3C) of the Companies Act, 1956 of India (“the Act”) read with Companies (Accounting Standard) Rules 2006 to the extent applicable, The National Housing Bank Act, 1987 and The Housing Finance Companies, (NHB) Directions, 2010.

All assets and liabilities have been classified as current or non-current as per the Company’s normal operating cycle and other criteria set out in the Schedule VI to the Companies Act,1956. Based on the nature of products and the time between the acquisition of assets for processing and their realisation in cash and cash equivalents, the Company has ascertained its operating cycle as 12 months for the purpose of current – non current classification of assets and liabilities.

B. USE OF ESTIMATES

The presentation of Financial Statements requires estimates and assumptions to be made that affect the reported amount of assets and liabilities on the date of financial statements and the reported amount of revenue and expenses during the reporting period. Difference between the actual results and estimates are recognized in the period in which results are known / materialized.

C. REVENUE RECOGNITION

i) Interest income from financing activities is recognized on an accrual basis except in the case of non-performing assets, where it is recognised on realisation basis as per NHB prudential norms.

ii) Processing fees is recognized upon the occurrence of the transaction. iii) Interest on fixed deposits and bonds are accounted for on an accrual basis. iv) Income from Mutual Funds comprises of profit / loss on sale of mutual fund units held as current investments.

Profit /loss on sale of investments are determined based on weighted average cost of the units sold. v) Revenue excludes service tax. D. TANGIBLE ASSETS

Tangible Assets are stated at acquisition cost, net of accumulated depreciation and accumulated impairment losses. Subsequent expenditures related to an item of tangible assets are added to its book value only if they increase the future benefits from the existing asset beyond its previously assessed standard of performance. Losses arising from the retirement of, and gains or losses arising from disposal of tangible assets which are carried at cost are recognised in the Statement of Profit and Loss.

E. INTANGIBLE ASSETS

Intangible assets are recognised only if it is probable that the future economic benefits that are attributable to assets will flow to the enterprise and the cost of the assets can be measured reliably. Intangible assets are recorded at cost and are carried at cost less accumulated depreciation and accumulated impairment losses, if any.

Computer software which is not an integral part of the related hardware is classified as an intangible asset and is being amortized over the estimated useful life.

F. DEPRECIATION AND AMORTISATION

"Immovable assets at the leased premises including civil works, electrical items are capitalized as leasehold improvements and are amortized over the primary period of lease subject to maximum of 6 years.Depreciation is provided on Straight Line Method, at the rates specified in Schedule XIV to the Companies Act, 1956 or the rates based on useful lives of the assets as estimated by the management, whichever are higher. Depreciation is provided for on a pro-rata basis on the assets acquired, sold or disposed off during the year."

Due to pace of change in technology, change in business dynamics and operations forcing the Company to apply new tools and technologies and discard old ones and degrading in product quality, the Company has decided to revise estimated life of all assets purchased and put to use on or after October 1, 2011. Consequently the rates of depreciation charged on assets are as under:-

Assets DescriptionDepreciation Rate (%)

(Put to use upto September 30, 2011)

Depreciation Rate (%)(Put to use on or after

October 1, 2011)

Depreciation Rate (%)(As per Schedule XIV of

the Companies Act, 1956)

Data Processing Machines

Office Equipments

Furniture and Fixtures

Vehicles

Intangible Assets – Software

16.21%

Between 10% to 20%

6.33%

9.50%

16.21%

Between 16.21% to 50%

Between 10% to 20%#

20%

16.00%


16.21%

4.75%

6.33%

9.50%

16.21%

# Black Berry and Mobile Phones are depreciated @ 50% p.a. Individual assets costing up to Rs. 5,000 are fully depreciated in the period/ year of acquisition.

G. INVESTMENTS

Investments are classified into long term investments and current investments. Investments which are by its nature readily realisable and intended to be held for not more than one year from the date of investments, are classified as current investments and investments other than current investments are classified as long term investments. Long term investments are accounted at cost and any decline in the carrying value other than temporary in nature is provided for. Current investments are valued at lower of cost and fair/ market value.

H. FOREIGN CURRENCY TRANSACTIONS

i) Transactions in foreign currencies are recorded at the rate of exchange in force at the time of occurrence of the transactions.

ii) Exchange differences arising on settlement of revenue transactions are recognized in the Statement of Profit and Loss.

iii) Monetary items denominated in a foreign currency are restated using the exchange rates prevailing at the date of balance sheet and the resulting net exchange difference is recognized in the Statement of Profit and Loss.

I. EMPLOYEE BENEFITS

(i) Provident Fund is a defined contribution scheme and the contributions as required by the statute are charged to the Statement of Profit and Loss as incurred.


NOTES FORMING PART OF THE FINANCIAL STATEMENTSFOR THE YEAR ENDED MARCH 31, 2013

1 OVERVIEW Religare Housing Development Finance Corporation Limited [RHDFCL] (the 'Company') is a subsidiary of Religare

Finvest Limited (RFL). RFL holds 87.5% of the paid up equity share capital of RHDFCL.The Company was incorporated on June 30,1993 as Maharishi Housing Development Finance Corporation Limited. On September 7,2010 the name of the Company was changed to Religare Housing Development Finance Corporation Limited. The Company is a Housing finance Company registered with the National Housing bank (“NHB”) under section 29A of the National Housing Bank Act, 1987 and primarily engaged in lending of Housing Loans.

Pursuant to the requirement of the Housing Finance Companies (NHB) Directions, 2010 the Company has been granted

a new registration No.10.0088.10 dated October 1, 2010 under section 29A of the National Housing Bank Act, 1987 by the National Housing Bank, consequent upon change in the name of the Company.

2 SIGNIFICANT ACCOUNTING POLICIES A. BASIS OF ACCOUNTING

The Financial Statements are prepared under the historical cost convention and on accrual basis of accounting and in accordance with generally accepted accounting principles in India and comply in material aspect with the measurement and recognition principles of Accounting Standards referred in Section 211 (3C) of the Companies Act, 1956 of India (“the Act”) read with Companies (Accounting Standard) Rules 2006 to the extent applicable, The National Housing Bank Act, 1987 and The Housing Finance Companies, (NHB) Directions, 2010.

All assets and liabilities have been classified as current or non-current as per the Company’s normal operating cycle and other criteria set out in the Schedule VI to the Companies Act,1956. Based on the nature of products and the time between the acquisition of assets for processing and their realisation in cash and cash equivalents, the Company has ascertained its operating cycle as 12 months for the purpose of current – non current classification of assets and liabilities.

B. USE OF ESTIMATES

The presentation of Financial Statements requires estimates and assumptions to be made that affect the reported amount of assets and liabilities on the date of financial statements and the reported amount of revenue and expenses during the reporting period. Difference between the actual results and estimates are recognized in the period in which results are known / materialized.

C. REVENUE RECOGNITION

i) Interest income from financing activities is recognized on an accrual basis except in the case of non-performing assets, where it is recognised on realisation basis as per NHB prudential norms.

ii) Processing fees is recognized upon the occurrence of the transaction. iii) Interest on fixed deposits and bonds are accounted for on an accrual basis. iv) Income from Mutual Funds comprises of profit / loss on sale of mutual fund units held as current investments.

Profit /loss on sale of investments are determined based on weighted average cost of the units sold. v) Revenue excludes service tax. D. TANGIBLE ASSETS

Tangible Assets are stated at acquisition cost, net of accumulated depreciation and accumulated impairment losses. Subsequent expenditures related to an item of tangible assets are added to its book value only if they increase the future benefits from the existing asset beyond its previously assessed standard of performance. Losses arising from the retirement of, and gains or losses arising from disposal of tangible assets which are carried at cost are recognised in the Statement of Profit and Loss.

E. INTANGIBLE ASSETS

Intangible assets are recognised only if it is probable that the future economic benefits that are attributable to assets will flow to the enterprise and the cost of the assets can be measured reliably. Intangible assets are recorded at cost and are carried at cost less accumulated depreciation and accumulated impairment losses, if any.

Computer software which is not an integral part of the related hardware is classified as an intangible asset and is being amortized over the estimated useful life.

F. DEPRECIATION AND AMORTISATION

"Immovable assets at the leased premises including civil works, electrical items are capitalized as leasehold improvements and are amortized over the primary period of lease subject to maximum of 6 years.Depreciation is provided on Straight Line Method, at the rates specified in Schedule XIV to the Companies Act, 1956 or the rates based on useful lives of the assets as estimated by the management, whichever are higher. Depreciation is provided for on a pro-rata basis on the assets acquired, sold or disposed off during the year."

Due to pace of change in technology, change in business dynamics and operations forcing the Company to apply new tools and technologies and discard old ones and degrading in product quality, the Company has decided to revise estimated life of all assets purchased and put to use on or after October 1, 2011. Consequently the rates of depreciation charged on assets are as under:-

Assets DescriptionDepreciation Rate (%)

(Put to use upto September 30, 2011)

Depreciation Rate (%)(Put to use on or after

October 1, 2011)

Depreciation Rate (%)(As per Schedule XIV of

the Companies Act, 1956)

Data Processing Machines

Office Equipments

Furniture and Fixtures

Vehicles

Intangible Assets – Software

16.21%

Between 10% to 20%

6.33%

9.50%

16.21%


Between 10% to 20%#

20%

16.00%


16.21%

4.75%

6.33%

9.50%

16.21%

# Black Berry and Mobile Phones are depreciated @ 50% p.a. Individual assets costing up to Rs. 5,000 are fully depreciated in the period/ year of acquisition.

G. INVESTMENTS

Investments are classified into long term investments and current investments. Investments which are by its nature readily realisable and intended to be held for not more than one year from the date of investments, are classified as current investments and investments other than current investments are classified as long term investments. Long term investments are accounted at cost and any decline in the carrying value other than temporary in nature is provided for. Current investments are valued at lower of cost and fair/ market value.

H. FOREIGN CURRENCY TRANSACTIONS

i) Transactions in foreign currencies are recorded at the rate of exchange in force at the time of occurrence of the transactions.

ii) Exchange differences arising on settlement of revenue transactions are recognized in the Statement of Profit and Loss.

iii) Monetary items denominated in a foreign currency are restated using the exchange rates prevailing at the date of balance sheet and the resulting net exchange difference is recognized in the Statement of Profit and Loss.

I. EMPLOYEE BENEFITS

(i) Provident Fund is a defined contribution scheme and the contributions as required by the statute are charged to the Statement of Profit and Loss as incurred.


(ii) The Company has an obligation towards gratuity, a defined benefit retirement plan covering eligible employees. The plan provides for a lump sum payment to vested employees at retirement, death while in employment or on termination of employment. Vesting occurs upon completion of five years of service. The Company makes annual contributions to gratuity fund (“Religare Housing Development Finance Corporation Limited Group Gratuity Scheme”) established as trust. The Company accounts for the liability for gratuity benefits payable in future based on an independent actuarial valuation conducted by an independent actuary using the Projected Unit Credit Method as at the balance Sheet date.

(iii) The employees of the Company are entitled to compensate absences and leave encashment as per the policy of the Company, the liability in respect of which is provided, based on an actuarial valuation as at the end of the year.

(iv) Actuarial gains and losses comprise experience adjustments and the effects of changes in actuarial assumptions and are recognized immediately in the Statement of Profit and Loss as income or expense.

(v) The undiscounted amount of short - term employee benefits expected to be paid in exchange for services rendered by an employee is recognized during the period when the employee renders the service.

J. LEASED ASSETS

(i) Assets acquired under Leases where a significant portion of the risks and rewards of the ownership are retained by the lessor are classified as Operating Leases. The rentals and all the other expenses of assets under operating lease for the period are treated as revenue expenditure.

(ii) Assets given on operating leases are included in fixed assets. Lease income is recognized in the Statement of Profit and Loss on straight line basis over the lease term. Operating costs of leased assets, including depreciation are recognized as an expense in the Statement of Profit and Loss. Initial direct cost such as legal costs, brokerages etc. are charged to Statement of Profit and Loss as incurred.

K. TAXES ON INCOME

(i) Current tax is determined as the amount of tax payable in respect of taxable income for the year. (ii) Provision for taxation for the year is ascertained on the basis of assessable profits computed in accordance

with the provisions of the Income Tax Act, 1961. (iii) Current tax assets and liabilities are offset when there is a legally enforceable rights to set off the recognised

amount and there is intention to settle the assets and the liabilities on a net basis. (iv) Deferred tax is recognized, subject to the consideration of prudence in respect of deferred tax asset, on timing

differences, being the difference between taxable incomes and accounting income that originate in one period and are capable of reversal in one or more subsequent periods.

(v) Deferred tax assets and liabilities are measured using the tax rates and tax laws that have been enacted or substantively enacted by the Balance Sheet date. At each Balance Sheet date, the Company re-assesses unrecognised deferred tax assets, if any.

(vi) Deferred tax assets and liabilities are offset when there is a legally enforceable rights to set off assets against liabilities representing the current tax and where the deferred tax and liabilities relate to taxes on income levied by the same governing taxation laws.

L. PROVISIONS, CONTINGENT LIABILITIES AND CONTINGENT ASSETS

(i) Provisions involving substantial degree of estimation in measurement are recognized when there is a present obligation as a result of past events and it is probable that there will be an outflow of resources. Contingent liabilities are disclosed when there is a possible obligation arising from past events, the existence of which will be confirmed only by the occurrence or non occurrence of one or more uncertain future events not wholly within the control of the company or a present obligation that arises from past events where it is either not probable that an outflow of resources will be required to settle or a reliable estimate of the amount cannot be made. Contingent assets are neither recognized nor disclosed in the financial statements.

(ii) The classification of housing and other loans into standard, sub-standard, doubtful and loss assets have been

disclosed at gross value and the corresponding provision against non-performing assets has been included under provisions in accordance with the Housing Finance Companies (NHB) Directions, 2010 issued by National Housing Bank. The Company voluntary maintains the general provision of standard assets to meet any foreseeable potential losses.

M. IMPAIRMENT OF ASSETS

Assets are reviewed for impairment at each balance sheet date. In case, events and circumstances indicate any impairment, the recoverable amount of these assets is determined. An asset is impaired when the carrying amount of the asset exceeds its recoverable amount. An impairment loss is charged to the Statement of Profit and Loss in the period in which an asset is defined as impaired. An impairment loss recognized in prior accounting periods is reversed if there has been a change in the estimate of the recoverable amount and such loss either no longer exists or has decreased.

N. BORROWING COSTS

Borrowing cost includes interest and amortization of ancillary costs incurred in connection with the arrangement of borrowings to the extent they are regarded as an adjustment to the interest cost.

Borrowing costs directly attributable to the acquisition, construction or development of an asset that necessarily takes a substantial period of time to get ready for its intended use or sale are capitalized as part of the cost of the respective asset. All other borrowing costs are expensed in the period they occur.

O. ASSETS ACQUIRED AGAINST THE SETTLEMENT OF LOAN

Assets repossessed against the settlement of loans are carried in the balance sheet at outstanding loan amount or market value whichever is lower.The difference between the outstanding loan amount and the market value is charged to statement of profit and loss in the year of repossession of assets.

P. EARNINGS PER SHARE

"The basic earning per share is computed by dividing the net profit / loss attributable to the equity shareholders for the year by the weighted average number of equity shares outstanding during the reporting year. Diluted earning per share reflect the potential dilution that could occur if securities or other contracts to issue equity shares were exercised or converted during the year. Diluted earning per share is computed by dividing the net profit after tax by the weighted average number of equity shares and dilutive potential equity shares outstanding during the year.In computing dilutive earning per share, only potential equity shares that are dilutive and that reduce profit / increase loss per share are included."

Q. ACQUISITION OF PORTFOLIO

Amounts paid for acquiring loan portfolio from NBFCs/companies are considered as advances. In accordance with NHB (National Housing Bank) guidelines, such assets are treated as “standard” for a period of 90 days from the date of purchase. In case, the customer account is overdue for more than 90 days ,then account get classified as non-performing asset.

R. CASH AND CASH EQUIVALENTS

Cash and cash equivalents include cash in hand,demand deposits with banks and other short-term highly liquid investments with original maturities of three months or less.

S. SEGMENT REPORTING

The Company is engaged in the business of providing loans for purchase, construction, repairs and renovation etc, of houses/ flats to individuals and corporate bodies and has it’s operations within India. There being only one ‘business segment’ and ‘geographical segment’, the segment information is not provided.


(ii) The Company has an obligation towards gratuity, a defined benefit retirement plan covering eligible employees. The plan provides for a lump sum payment to vested employees at retirement, death while in employment or on termination of employment. Vesting occurs upon completion of five years of service. The Company makes annual contributions to gratuity fund (“Religare Housing Development Finance Corporation Limited Group Gratuity Scheme”) established as trust. The Company accounts for the liability for gratuity benefits payable in future based on an independent actuarial valuation conducted by an independent actuary using the Projected Unit Credit Method as at the balance Sheet date.

(iii) The employees of the Company are entitled to compensate absences and leave encashment as per the policy of the Company, the liability in respect of which is provided, based on an actuarial valuation as at the end of the year.

(iv) Actuarial gains and losses comprise experience adjustments and the effects of changes in actuarial assumptions and are recognized immediately in the Statement of Profit and Loss as income or expense.

(v) The undiscounted amount of short - term employee benefits expected to be paid in exchange for services rendered by an employee is recognized during the period when the employee renders the service.

J. LEASED ASSETS

(i) Assets acquired under Leases where a significant portion of the risks and rewards of the ownership are retained by the lessor are classified as Operating Leases. The rentals and all the other expenses of assets under operating lease for the period are treated as revenue expenditure.

(ii) Assets given on operating leases are included in fixed assets. Lease income is recognized in the Statement of Profit and Loss on straight line basis over the lease term. Operating costs of leased assets, including depreciation are recognized as an expense in the Statement of Profit and Loss. Initial direct cost such as legal costs, brokerages etc. are charged to Statement of Profit and Loss as incurred.

K. TAXES ON INCOME

(i) Current tax is determined as the amount of tax payable in respect of taxable income for the year. (ii) Provision for taxation for the year is ascertained on the basis of assessable profits computed in accordance

with the provisions of the Income Tax Act, 1961. (iii) Current tax assets and liabilities are offset when there is a legally enforceable rights to set off the recognised

amount and there is intention to settle the assets and the liabilities on a net basis. (iv) Deferred tax is recognized, subject to the consideration of prudence in respect of deferred tax asset, on timing

differences, being the difference between taxable incomes and accounting income that originate in one period and are capable of reversal in one or more subsequent periods.

(v) Deferred tax assets and liabilities are measured using the tax rates and tax laws that have been enacted or substantively enacted by the Balance Sheet date. At each Balance Sheet date, the Company re-assesses unrecognised deferred tax assets, if any.

(vi) Deferred tax assets and liabilities are offset when there is a legally enforceable rights to set off assets against liabilities representing the current tax and where the deferred tax and liabilities relate to taxes on income levied by the same governing taxation laws.

L. PROVISIONS, CONTINGENT LIABILITIES AND CONTINGENT ASSETS

(i) Provisions involving substantial degree of estimation in measurement are recognized when there is a present obligation as a result of past events and it is probable that there will be an outflow of resources. Contingent liabilities are disclosed when there is a possible obligation arising from past events, the existence of which will be confirmed only by the occurrence or non occurrence of one or more uncertain future events not wholly within the control of the company or a present obligation that arises from past events where it is either not probable that an outflow of resources will be required to settle or a reliable estimate of the amount cannot be made. Contingent assets are neither recognized nor disclosed in the financial statements.

(ii) The classification of housing and other loans into standard, sub-standard, doubtful and loss assets have been

disclosed at gross value and the corresponding provision against non-performing assets has been included under provisions in accordance with the Housing Finance Companies (NHB) Directions, 2010 issued by National Housing Bank. The Company voluntary maintains the general provision of standard assets to meet any foreseeable potential losses.

M. IMPAIRMENT OF ASSETS

Assets are reviewed for impairment at each balance sheet date. In case, events and circumstances indicate any impairment, the recoverable amount of these assets is determined. An asset is impaired when the carrying amount of the asset exceeds its recoverable amount. An impairment loss is charged to the Statement of Profit and Loss in the period in which an asset is defined as impaired. An impairment loss recognized in prior accounting periods is reversed if there has been a change in the estimate of the recoverable amount and such loss either no longer exists or has decreased.

N. BORROWING COSTS

Borrowing cost includes interest and amortization of ancillary costs incurred in connection with the arrangement of borrowings to the extent they are regarded as an adjustment to the interest cost.

Borrowing costs directly attributable to the acquisition, construction or development of an asset that necessarily takes a substantial period of time to get ready for its intended use or sale are capitalized as part of the cost of the respective asset. All other borrowing costs are expensed in the period they occur.

O. ASSETS ACQUIRED AGAINST THE SETTLEMENT OF LOAN

Assets repossessed against the settlement of loans are carried in the balance sheet at outstanding loan amount or market value whichever is lower.The difference between the outstanding loan amount and the market value is charged to statement of profit and loss in the year of repossession of assets.

P. EARNINGS PER SHARE

"The basic earning per share is computed by dividing the net profit / loss attributable to the equity shareholders for the year by the weighted average number of equity shares outstanding during the reporting year. Diluted earning per share reflect the potential dilution that could occur if securities or other contracts to issue equity shares were exercised or converted during the year. Diluted earning per share is computed by dividing the net profit after tax by the weighted average number of equity shares and dilutive potential equity shares outstanding during the year.In computing dilutive earning per share, only potential equity shares that are dilutive and that reduce profit / increase loss per share are included."

Q. ACQUISITION OF PORTFOLIO

Amounts paid for acquiring loan portfolio from NBFCs/companies are considered as advances. In accordance with NHB (National Housing Bank) guidelines, such assets are treated as “standard” for a period of 90 days from the date of purchase. In case, the customer account is overdue for more than 90 days ,then account get classified as non-performing asset.

R. CASH AND CASH EQUIVALENTS

Cash and cash equivalents include cash in hand,demand deposits with banks and other short-term highly liquid investments with original maturities of three months or less.

S. SEGMENT REPORTING

The Company is engaged in the business of providing loans for purchase, construction, repairs and renovation etc, of houses/ flats to individuals and corporate bodies and has it’s operations within India. There being only one ‘business segment’ and ‘geographical segment’, the segment information is not provided.


3 : Share Capital

Particulars As at March 31, 2013

Amount (Rs.)


Amount (Rs.)

Authorised:

40,000,000 (March 31, 2012 : 40,000,000)Equity Shares of Rs. 10 each Total

Issued, Subscribed & Fully Paid up:


400,000,000

400,000,000

399,980,000

399,980,000

400,000,000

400,000,000

399,980,000

399,980,000

3.1 Reconciliation of number and amount of shares

Particulars


Issued, Subscribed & Fully Paid up

Equity Shares of 10/- each Balance at the beginning of the year Shares issued during the year Balance at the end of the year

39,998,000 -

39,998,000

Number Amount(Rs.)


399,980,000 -

399,980,000

Number Amount(Rs.)

39,998,000 -

39,998,000

399,980,000 -

399,980,000

3.2 The rights, preferences and restrictions attaching to each class of shares including restrictions on the distribution of

dividends and the repayment of capital; The Company has only one class of equity shares having a par value of Rs 10 per share. Each shareholder is entitled to

one vote per share. The Company declares and pays dividend in Indian Rupee. The dividend,if any, proposed by the Board of Directors will be subject to the approval of the shareholders in the ensuing Annual General Meeting except in case of interim dividend. In the event of the liquidation of the Company, the holder of the equity shares will be entitled to receive any of the remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion of the number of the equity shares held by the equity share holders.

3.3 Shares held by Holding Company


Amount (Rs.)


Amount (Rs.)

34,998,250 shares (Previous Year : 34,998,250 shares) held by Religare Finvest Limited (and its nominees),the Holding Company Total

349,982,500

349,982,500

349,982,500

349,982,500

3.4 Details of shares held by shareholders holding more than 5% of

the aggregate shares in the Company

Name of Shareholder As at March 31, 2013

Equity Shares

Religare Finvest Limited(and its nominees),the Holding CompanyMaharishi Housing Development Trust

34,998,250

4,963,160

No. of Shares held % of Holding



87.5%

12.4%

34,998,250

4,963,160

87.5%

12.4%

3.5 There are no shares bought back by the Company during the period of five years immediately preceding the Balance

Sheet date.

3.6 There are no securities that are convertible into equity/preference shares.

3.7 There are no calls unpaid.

4 : Reserves and Surplus


Amount (Rs.)


Amount (Rs.)

a. Securities Premium Account as per the last Balance Sheet

b. Special Reserve

Balance at the beginning of the year Add: Transfer from Surplus Balance at the end of the year

c. Surplus

Balance at the beginning of the year Add: Net Profit For the current year Amount available for appropriation Less: Transfer to Special Reserve [Refer Note 34 (b)(III)] Balance at the end of the year

Total

580,860,159

84,338,460 22,951,284

107,289,744

106,479,969 136,301,190 242,781,159 22,951,284

219,829,875

907,979,778

580,860,159

61,756,965 22,581,495 84,338,460

45,487,358 83,574,106

129,061,464 22,581,495

106,479,969

771,678,588

5 : Long Term Borrowings


Amount (Rs.)


Amount (Rs.)

Secured Loans

Term loans from Banks (Refer Note 5.1)

Total

702,377,155

702,377,155

291,428,571

291,428,571


3 : Share Capital


Amount (Rs.)


Amount (Rs.)

Authorised:


Issued, Subscribed & Fully Paid up:


400,000,000

400,000,000

399,980,000

399,980,000

400,000,000

400,000,000

399,980,000

399,980,000

3.1 Reconciliation of number and amount of shares

Particulars


Issued, Subscribed & Fully Paid up

Equity Shares of 10/- each Balance at the beginning of the year Shares issued during the year Balance at the end of the year

39,998,000 -

39,998,000

Number Amount(Rs.)


399,980,000 -

399,980,000

Number Amount(Rs.)

39,998,000 -

39,998,000

399,980,000 -

399,980,000

3.2 The rights, preferences and restrictions attaching to each class of shares including restrictions on the distribution of

dividends and the repayment of capital; The Company has only one class of equity shares having a par value of Rs 10 per share. Each shareholder is entitled to

one vote per share. The Company declares and pays dividend in Indian Rupee. The dividend,if any, proposed by the Board of Directors will be subject to the approval of the shareholders in the ensuing Annual General Meeting except in case of interim dividend. In the event of the liquidation of the Company, the holder of the equity shares will be entitled to receive any of the remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion of the number of the equity shares held by the equity share holders.

3.3 Shares held by Holding Company


Amount (Rs.)


Amount (Rs.)

34,998,250 shares (Previous Year : 34,998,250 shares) held by Religare Finvest Limited (and its nominees),the Holding Company Total

349,982,500

349,982,500

349,982,500

349,982,500

3.4 Details of shares held by shareholders holding more than 5% of

the aggregate shares in the Company

Name of Shareholder As at March 31, 2013

Equity Shares

Religare Finvest Limited(and its nominees),the Holding CompanyMaharishi Housing Development Trust

34,998,250

4,963,160




87.5%

12.4%

34,998,250

4,963,160

87.5%

12.4%

3.5 There are no shares bought back by the Company during the period of five years immediately preceding the Balance

Sheet date.

3.6 There are no securities that are convertible into equity/preference shares.

3.7 There are no calls unpaid.

4 : Reserves and Surplus


Amount (Rs.)


Amount (Rs.)

a. Securities Premium Account as per the last Balance Sheet

b. Special Reserve

Balance at the beginning of the year Add: Transfer from Surplus Balance at the end of the year

c. Surplus

Balance at the beginning of the year Add: Net Profit For the current year Amount available for appropriation Less: Transfer to Special Reserve [Refer Note 34 (b)(III)] Balance at the end of the year

Total

580,860,159

84,338,460 22,951,284

107,289,744

106,479,969 136,301,190 242,781,159 22,951,284

219,829,875

907,979,778

580,860,159

61,756,965 22,581,495 84,338,460

45,487,358 83,574,106

129,061,464 22,581,495

106,479,969

771,678,588

5 : Long Term Borrowings


Amount (Rs.)


Amount (Rs.)

Secured Loans

Term loans from Banks (Refer Note 5.1)

Total

702,377,155

702,377,155

291,428,571

291,428,571


5.1 Term Loans from Banks

Repayment Term

Monthly

Total


Non Current Maturity (Rs.)

Current Maturity (Rs.)


Tenure

Over 60 Months

37 to 60 Months

13 to 36 Months

0 to 12 Months



130,948,579

285,714,288

285,714,288

-

702,377,155

-

-

-

142,857,144

142,857,144

97,142,857

97,142,857

97,142,857

-

291,428,571

48,571,429

-

-

-

48,571,429

The pricing of the Loans availed by the Company from Banks are at the rate of respective Bank’s Base Rate Plus a margin Ranging from 1.25% to 1.75 % p.a. The above loan is secured against Floating first pari passu charge on all present and future business receivables of the Company. None of the loans have been guaranteed by the directors. There is no default as on the Balance Sheet date in repayment of loans and interest.

6 : Other Long Term Liabilities


Amount (Rs.)


Amount (Rs.)

Security Deposits Others

-Other Liabilities Total

-

50,000 50,000

173,000

50,000 223,000

7 : Long Term Provisions


Amount (Rs.)


Amount (Rs.)

(a) Provision for employee benefits -Leave Encashment (Refer Note 31) (b) Others -Provisions as per NHB Guidelines (Refer Note 11.1) Total

817,458

19,895,104

20,712,562

490,810

19,385,697

19,876,507

8 : Short Term Borrowings


Amount (Rs.)


Amount (Rs.)

Secured Loans

Loan repayable on demand from banks(Refer Note 8.1) Total (A)

Unsecured Loans

Loans from related parties (Refer Note 8.2) Total (B)

Total (A+B)

11,280,333 11,280,333

- -

11,280,333

- -

1,188,295,711 1,188,295,711

1,188,295,711

The requisite particulars in respect of secured borrowings are as under: The requisite particulars in respect of Unsecured borrowings are as under:

8.1 Loan repayable on demand from banks

Note:- Pricing for Bank loan secured against fixed deposit is at a rate of interest earned on the Fixed Deposits plus a margin 0.75% p.a.

9 : Trade Payables

10 : Other Current Liabilities

Secured against Pledge As at March 31, 2013

Amount (Rs.)


Amount (Rs.)

Fixed Deposits with Bank

Total

11,280,333

11,280,333

-

-

*Includes interest accrued and due to related parties Rs.Nil (Previous Year Rs.30,469,307) #There are no amounts due for payment to the Investor Education and Protection Fund under Section 205 of theCompanies Act, 1956 at the year end.

8.2 Loans from related parties


Amount (Rs.)


Amount (Rs.)

Religare Finvest Limited (Holding Company) Religare Technologies Limited Dion Global Solutions Limited Total

- - -

-

363,295,711 765,000,000

60,000,000

1,188,295,711

Note:- For the previous financial year ended March 31, 2012, the pricing for Loans mentioned in note 8.2 above areat a rate of interest rangeing between 13% to 14.25% p.a.


Amount (Rs.)


Amount (Rs.)

Dues other than Micro Small Medium Enterprises(MSME) parties [ Refer Note- 34 (a)]

Total

321,361

321,361

281,566

281,566


Amount (Rs.)


Amount (Rs.)

(a) Current maturities of long-term debt (Refer Note 5.1) (b) Interest accrued and due on borrowings* (c) Book Overdraft (d) Statutory dues including Provident Fund and Tax Deducted at Source# (e) Others liabilities (Refer Note 10.1) Total

142,857,144 -

83,650

493,582 31,166,694

174,601,070

48,571,429 33,552,537 12,751,740

1,702,356 10,980,681

107,558,743

Name of Party


5.1 Term Loans from Banks

Repayment Term

Monthly

Total





Tenure

Over 60 Months

37 to 60 Months

13 to 36 Months

0 to 12 Months



130,948,579

285,714,288

285,714,288

-

702,377,155

-

-

-

142,857,144

142,857,144

97,142,857

97,142,857

97,142,857

-

291,428,571

48,571,429

-

-

-

48,571,429

The pricing of the Loans availed by the Company from Banks are at the rate of respective Bank’s Base Rate Plus a margin Ranging from 1.25% to 1.75 % p.a. The above loan is secured against Floating first pari passu charge on all present and future business receivables of the Company. None of the loans have been guaranteed by the directors. There is no default as on the Balance Sheet date in repayment of loans and interest.

6 : Other Long Term Liabilities


Amount (Rs.)


Amount (Rs.)

Security Deposits Others

-Other Liabilities Total

-

50,000 50,000

173,000

50,000 223,000

7 : Long Term Provisions


Amount (Rs.)


Amount (Rs.)

(a) Provision for employee benefits -Leave Encashment (Refer Note 31) (b) Others -Provisions as per NHB Guidelines (Refer Note 11.1) Total

817,458

19,895,104

20,712,562

490,810

19,385,697

19,876,507

8 : Short Term Borrowings


Amount (Rs.)


Amount (Rs.)

Secured Loans

Loan repayable on demand from banks(Refer Note 8.1) Total (A)

Unsecured Loans

Loans from related parties (Refer Note 8.2) Total (B)

Total (A+B)

11,280,333 11,280,333

- -

11,280,333

- -

1,188,295,711 1,188,295,711

1,188,295,711

The requisite particulars in respect of secured borrowings are as under: The requisite particulars in respect of Unsecured borrowings are as under:

8.1 Loan repayable on demand from banks

Note:- Pricing for Bank loan secured against fixed deposit is at a rate of interest earned on the Fixed Deposits plus a margin 0.75% p.a.

9 : Trade Payables

10 : Other Current Liabilities

Secured against Pledge As at March 31, 2013

Amount (Rs.)


Amount (Rs.)

Fixed Deposits with Bank

Total

11,280,333

11,280,333

-

-

*Includes interest accrued and due to related parties Rs.Nil (Previous Year Rs.30,469,307) #There are no amounts due for payment to the Investor Education and Protection Fund under Section 205 of theCompanies Act, 1956 at the year end.

8.2 Loans from related parties


Amount (Rs.)


Amount (Rs.)

Religare Finvest Limited (Holding Company) Religare Technologies Limited Dion Global Solutions Limited Total

- - -

-

363,295,711 765,000,000

60,000,000

1,188,295,711

Note:- For the previous financial year ended March 31, 2012, the pricing for Loans mentioned in note 8.2 above areat a rate of interest rangeing between 13% to 14.25% p.a.


Amount (Rs.)


Amount (Rs.)

Dues other than Micro Small Medium Enterprises(MSME) parties [ Refer Note- 34 (a)]

Total

321,361

321,361

281,566

281,566


Amount (Rs.)


Amount (Rs.)

(a) Current maturities of long-term debt (Refer Note 5.1) (b) Interest accrued and due on borrowings* (c) Book Overdraft (d) Statutory dues including Provident Fund and Tax Deducted at Source# (e) Others liabilities (Refer Note 10.1) Total

142,857,144 -

83,650

493,582 31,166,694

174,601,070

48,571,429 33,552,537 12,751,740

1,702,356 10,980,681

107,558,743

Name of Party


11 : Short Term Provisions


Amount (Rs.)


Amount (Rs.)

(a) Provision for employee benefits -Gratuity (Refer Note 31) -Leave Encashment (Refer Note 31) (b) Others -Provisions as per NHB Guidelines (Refer Note 11.1) Total

360,114 85,198

16,078,913

16,524,225

- 225,399

27,836,624

28,062,023

10.1 For the financial year 2011-12, Other Current Liabilities includes Rs. 5,524 inclusive of Interest accrued of Rs. 2,524 towards public deposits matured and paid in February 16, 2008 which was returned unclaimed. Effective from the date of maturity no interest has been either accrued or paid against the said deposit. Further during the year ended March 31, 2012 , the Company has not accepted, renewed or held any public deposit as on the Balance Sheet date except the unclaimed public deposit. Accordingly, the Company is not deposit accepting/holding housing company as per The Housing Finance Companies (NHB) Directions, 2010 and the provision of section 58A & 58AA of the Companies Act, 1956 are not applicable to the Company. The matured unclaimed public deposit included in other liabilities as aforesaid will be deposited to the Investor Education and Protection Fund on completion of seven years from the date they became due for payment in accordance with the requirement of Section 205C of the Companies Act, 1956.

11.1 Provisions as per NHB Guidelines

Standard Assets*

General provision for standard assets Contingent provision for standard assets

Sub Standard Assets*

-Housing Loans -Non-Housing Loans

Doubtful Assets *


Loss Assets*


Total

13,169,324

8,407,507

2,921,274 2,831,857

4,717,836 326,529

3,599,690 -

35,974,017

12,142,889

7,752,215

- -

- -

- -

19,895,104

1,026,435

655,292

2,921,274 2,831,857

4,717,836 326,529

3,599,690 -

16,078,913

9,473,756

10,281,595

7,360,758 12,956,617

4,506,096 1,754,018

889,481 -

47,222,321

9,296,487

10,089,210

--

--

--

19,385,697

177,269

192,385

7,360,758 12,956,617

4,506,096 1,754,018

889,481 -

27,836,624

* Refer Note 2(L).

Amount As at March 31, 2013

(Amount in Rs.)


(Amount in Rs.)

Total

Provisions

Long Term

Provisions

Short Term

Provisions

Short Term

Provisions

Long Term

Provisions

Total

Provisions

Particulars

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11 : Short Term Provisions


Amount (Rs.)


Amount (Rs.)

(a) Provision for employee benefits -Gratuity (Refer Note 31) -Leave Encashment (Refer Note 31) (b) Others -Provisions as per NHB Guidelines (Refer Note 11.1) Total

360,114 85,198

16,078,913

16,524,225

- 225,399

27,836,624

28,062,023

10.1 For the financial year 2011-12, Other Current Liabilities includes Rs. 5,524 inclusive of Interest accrued of Rs. 2,524 towards public deposits matured and paid in February 16, 2008 which was returned unclaimed. Effective from the date of maturity no interest has been either accrued or paid against the said deposit. Further during the year ended March 31, 2012 , the Company has not accepted, renewed or held any public deposit as on the Balance Sheet date except the unclaimed public deposit. Accordingly, the Company is not deposit accepting/holding housing company as per The Housing Finance Companies (NHB) Directions, 2010 and the provision of section 58A & 58AA of the Companies Act, 1956 are not applicable to the Company. The matured unclaimed public deposit included in other liabilities as aforesaid will be deposited to the Investor Education and Protection Fund on completion of seven years from the date they became due for payment in accordance with the requirement of Section 205C of the Companies Act, 1956.

11.1 Provisions as per NHB Guidelines

Standard Assets*

General provision for standard assets Contingent provision for standard assets

Sub Standard Assets*


Doubtful Assets *


Loss Assets*


Total

13,169,324

8,407,507

2,921,274 2,831,857

4,717,836 326,529

3,599,690 -

35,974,017

12,142,889

7,752,215

- -

- -

- -

19,895,104

1,026,435

655,292

2,921,274 2,831,857

4,717,836 326,529

3,599,690 -

16,078,913

9,473,756

10,281,595

7,360,758 12,956,617

4,506,096 1,754,018

889,481 -

47,222,321

9,296,487

10,089,210

--

--

--

19,385,697

177,269

192,385

7,360,758 12,956,617

4,506,096 1,754,018

889,481 -

27,836,624

* Refer Note 2(L).


(Amount in Rs.)


(Amount in Rs.)

Total

Provisions

Long Term

Provisions

Short Term

Provisions

Short Term

Provisions

Long Term

Provisions

Total

Provisions

Particulars

12

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14 : Deferred tax Asset (Net)


Amount (Rs.)


Amount (Rs.)


Difference between Book and tax depreciation

Total Deferred Tax Liability

Deferred Tax Asset

Leave Encashment

Gratuity

Provision for Non performing Assets

General provision on Standard Assets

Contingent Provisions against Standard Assets

Total Deferred Tax Asset

Total Deferred Tax Asset (Net)

44,007 44,007

292,867 -

4,671,164 4,272,787 2,727,816

11,964,634

11,920,627

74,757 74,757

232,374 -

8,911,658 3,073,760 3,335,863

15,553,655

15,478,898

14.1 Deferred Tax Asset and Deferred Tax Liability have been offset as they relate to the same governing taxation laws.

15 : Long Term Loans and Advances


Amount (Rs.)


Amount (Rs.)

As per NHB Guidelines (Refer Note 15.1)

(a) To Related Parties: - Housing Loans - Non-Housing Loans (b) To Others - Housing Loans - Non-Housing Loans Total (A)


a. Security Deposits b. Prepaid Expenses c .Other loans and advances d. Advance payment of Taxes and Tax Deducted at Source (Net of Provision for Tax Rs.108,893,406; Previous Year Rs. 72,048,056)

Total (B)

Total (A+B)

- -

1,162,417,047 436,326,500

1,598,743,547

15,000 2,693,863 1,306,611 8,430,154

12,445,628

1,611,189,175

- -

1,641,017,257 817,348,320

2,458,365,577

15,000 4,081,530 2,409,237

16,892,622

23,398,389

2,481,763,966

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13,

433,

255

1,3

06,1

16 -

17,

990 -

104

,169

,607

852

,537

,968

8

5,50

6,68

1 7

,016

,075

-

214

,676

-

945

,275

,400

- - - - - - -

- - - - - - -

817

,219

,320

- - -

129

,000

-

817

,348

,320

35,

318,

648

85,

506,

681

7,0

16,0

75 -

85,

676 -

127

,927

,080

Shor

t ter

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oans

& A

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ces

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14 : Deferred tax Asset (Net)


Amount (Rs.)


Amount (Rs.)


Difference between Book and tax depreciation

Total Deferred Tax Liability

Deferred Tax Asset

Leave Encashment

Gratuity

Provision for Non performing Assets

General provision on Standard Assets

Contingent Provisions against Standard Assets

Total Deferred Tax Asset

Total Deferred Tax Asset (Net)

44,007 44,007

292,867 -

4,671,164 4,272,787 2,727,816

11,964,634

11,920,627

74,757 74,757

232,374 -

8,911,658 3,073,760 3,335,863

15,553,655

15,478,898

14.1 Deferred Tax Asset and Deferred Tax Liability have been offset as they relate to the same governing taxation laws.

15 : Long Term Loans and Advances


Amount (Rs.)


Amount (Rs.)


(a) To Related Parties: - Housing Loans - Non-Housing Loans (b) To Others - Housing Loans - Non-Housing Loans Total (A)


a. Security Deposits b. Prepaid Expenses c .Other loans and advances d. Advance payment of Taxes and Tax Deducted at Source (Net of Provision for Tax Rs.108,893,406; Previous Year Rs. 72,048,056)

Total (B)

Total (A+B)

- -

1,162,417,047 436,326,500

1,598,743,547

15,000 2,693,863 1,306,611 8,430,154

12,445,628

1,611,189,175

- -

1,641,017,257 817,348,320

2,458,365,577

15,000 4,081,530 2,409,237

16,892,622

23,398,389

2,481,763,966

15.1

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1,3

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78,4

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102

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89,

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Note:(i) Housing and Non-Housing ( Loan against Property) loans are secured wholly by equitable mortgage of Property. (ii) Inter Corporate Loan given to Religare Infrafacilities Limited, a Company under the same group taking operating

leases of property and sub-leasing to group entities. The Company is in process of creating pari passu charge by way of equitable mortgage of a commercial property.

(iii) Secured and Unsecured loans are further classified into Standard, Sub Standard , Doubtful and Loss assets in accordance with the Housing Finance Companies (NHB) Directions 2010 issued by National Housing Bank after considering subsequent recoveries.Non-Performing Assets are recognised at gross level, and the corresponding provision for Non-Performing Assets is classified under short term provisions.

(iv) Gross value of Non-Performing Assets is classified as Current Assets Under the head Short Term Loans and Advances based on the following assumptions:

(a) Since the Company is a Housing Finance Company, it is governed by the provision of the National Housing Bank Act, 1987. Accordingly, the provisions of section 211(5) read with section 616 of the Companies Act, 1956 override the requirements of Revised Schedule VI.

(b) Even though a portion of interest/installment is overdue exceeding 90 days as per the prudential norms, the entire balance outstanding after reversing unrealised interest is classified as Non -Performing Assets.

17 : Cash and Bank Balances


Amount (Rs.) As at March 31, 2012

Amount (Rs.)

a. Cash and Cash Equivalents Cash in hand Balances with banks in Current Account b. Other Bank Balances Fixed Deposits Account (Refer Note 17.1) Total

29,198 36,804,149

19,818,377

56,651,724

14,909 28,147,772

21,075,768

49,238,449

17.1

Particulars

Fixed Deposits balance

with Banks

Maturity more than 12 months from the date of acquisition but within 12 month from the Reporting Date

Shown as Current Assets

As at March 31,2013

Total Kept as

Security (*)

Free from

any Lien

19,818,377

19,818,377

19,800,000

19,800,000

18,377

18,377


Total Kept as

Security (*)

Free from

any Lien

21,075,768

21,075,768

19,800,000

19,800,000

1,275,768

1,275,768

* Details of Fixed Deposits kept as security



Amount (Rs.)

Margin money or security against borrowing

Pledged with Bank for overdraft facility Total

19,800,000 19,800,000

19,800,000 19,800,000


Amount (Rs.)


Amount (Rs.)

Others

-Assets acquired in satisfaction of claims Total

340,891 340,891

340,891 340,891

16 : Other Non Current Assets

18 : Short Term Loans and Advances


Amount (Rs.)


Amount (Rs.)


(a) To Related Parties: - Housing Loans - Non-Housing Loans (b) To Others - Housing Loans - Non-Housing Loans Unsecured, considered good (a) Loans and advances to related parties (b) Other Loans and Advances * (c) Prepaid Expenses (d) Balances with Service Tax Authorities (e) Advance payment of Taxes and Tax Deducted at Source (Net of Provision for Tax Rs.51,325,164 Previous Year Rs. 36,845,350)

Total

- 211,922,500

235,061,405 104,169,607

5,930 71,720

1,472,650 89,625

-

552,793,437

- -

123,941,248 127,927,080

4,536,537 167,201 881,409 443,162 289,327

258,185,964

* For the financial year 2011-12 other loans and advances includes Gratuity due from Religare HousingDevelopment Finance Corporation Limited Group Gratuity Scheme (Trust) of Rs.147,201.

19 : Other Current Assets



Amount (Rs.)

a) Interest Accrued on Fixed Deposits b) Other Receivables Total

700,193 -

700,193

1,000,752 330,900

1,331,652

20 : Revenue from Operations

Particulars

Year EndedMarch 31, 2013

Amount (Rs.)


Amount (Rs.)


Housing and Non-Housing Loans (Refer Note 28) Other Loans Interest Income on inter corporate loans Income from other Operating Activities

Income from Foreclosure Charges Income from Processing Fees Total

308,950,202 5,035

9,960,148

917,587 4,885,022

324,717,994

323,031,662 20,321

-

1,917,068 9,641,074

334,610,125


Note:(i) Housing and Non-Housing ( Loan against Property) loans are secured wholly by equitable mortgage of Property. (ii) Inter Corporate Loan given to Religare Infrafacilities Limited, a Company under the same group taking operating

leases of property and sub-leasing to group entities. The Company is in process of creating pari passu charge by way of equitable mortgage of a commercial property.

(iii) Secured and Unsecured loans are further classified into Standard, Sub Standard , Doubtful and Loss assets in accordance with the Housing Finance Companies (NHB) Directions 2010 issued by National Housing Bank after considering subsequent recoveries.Non-Performing Assets are recognised at gross level, and the corresponding provision for Non-Performing Assets is classified under short term provisions.

(iv) Gross value of Non-Performing Assets is classified as Current Assets Under the head Short Term Loans and Advances based on the following assumptions:

(a) Since the Company is a Housing Finance Company, it is governed by the provision of the National Housing Bank Act, 1987. Accordingly, the provisions of section 211(5) read with section 616 of the Companies Act, 1956 override the requirements of Revised Schedule VI.

(b) Even though a portion of interest/installment is overdue exceeding 90 days as per the prudential norms, the entire balance outstanding after reversing unrealised interest is classified as Non -Performing Assets.

17 : Cash and Bank Balances



Amount (Rs.)

a. Cash and Cash Equivalents Cash in hand Balances with banks in Current Account b. Other Bank Balances Fixed Deposits Account (Refer Note 17.1) Total

29,198 36,804,149

19,818,377

56,651,724

14,909 28,147,772

21,075,768

49,238,449

17.1

Particulars

Fixed Deposits balance

with Banks

Maturity more than 12 months from the date of acquisition but within 12 month from the Reporting Date

Shown as Current Assets

As at March 31,2013

Total Kept as

Security (*)

Free from

any Lien

19,818,377

19,818,377

19,800,000

19,800,000

18,377

18,377


Total Kept as

Security (*)

Free from

any Lien

21,075,768

21,075,768

19,800,000

19,800,000

1,275,768

1,275,768

* Details of Fixed Deposits kept as security



Amount (Rs.)

Margin money or security against borrowing

Pledged with Bank for overdraft facility Total

19,800,000 19,800,000

19,800,000 19,800,000


Amount (Rs.)


Amount (Rs.)

Others

-Assets acquired in satisfaction of claims Total

340,891 340,891

340,891 340,891

16 : Other Non Current Assets

18 : Short Term Loans and Advances


Amount (Rs.)


Amount (Rs.)


(a) To Related Parties: - Housing Loans - Non-Housing Loans (b) To Others - Housing Loans - Non-Housing Loans Unsecured, considered good (a) Loans and advances to related parties (b) Other Loans and Advances * (c) Prepaid Expenses (d) Balances with Service Tax Authorities (e) Advance payment of Taxes and Tax Deducted at Source (Net of Provision for Tax Rs.51,325,164 Previous Year Rs. 36,845,350)

Total

- 211,922,500

235,061,405 104,169,607

5,930 71,720

1,472,650 89,625

-

552,793,437

- -

123,941,248 127,927,080

4,536,537 167,201 881,409 443,162 289,327

258,185,964

* For the financial year 2011-12 other loans and advances includes Gratuity due from Religare HousingDevelopment Finance Corporation Limited Group Gratuity Scheme (Trust) of Rs.147,201.

19 : Other Current Assets



Amount (Rs.)

a) Interest Accrued on Fixed Deposits b) Other Receivables Total

700,193 -

700,193

1,000,752 330,900

1,331,652

20 : Revenue from Operations

Particulars

Year EndedMarch 31, 2013

Amount (Rs.)


Amount (Rs.)


Housing and Non-Housing Loans (Refer Note 28) Other Loans Interest Income on inter corporate loans Income from other Operating Activities

Income from Foreclosure Charges Income from Processing Fees Total

308,950,202 5,035

9,960,148

917,587 4,885,022

324,717,994

323,031,662 20,321

-

1,917,068 9,641,074

334,610,125


21 : Other Income

Particulars Year ended March 31, 2013

Amount (Rs.) Year ended March 31, 2012

Amount (Rs.)

Other Non Operating Income Interest Income on Fixed Deposits Bad Debts Recovered Support Service Fees Provision against Standard Assets and Non-Performing Assets Written Back (Refer Note 21.1) Profit on Sale of Fixed Assets (Net) Foreign exchange gain(Net) Miscellaneous Income Total

1,926,707 204,969

3,600,000 17,865,822

3,558 4,343

2,099,753 25,705,152

1,755,815 243,918

3,600,000 6,394,159

- 46,543

1,824,680 13,865,115

21.1 Provision against Standard Assets and Non-Performing Assets written back



Amount (Rs.)

Contingent Provisions on Standard Assets Provision against Non Performing Assets: (a) Sub-Standard Assets (Net)

-Housing Loans -Non-Housing Loans (b) Doubtful Assets (Net)

-Housing Loans -Non-Housing Loans General Provision for loan loss (Net)

Total

1,874,088

4,439,484 10,124,760

- 1,427,490

-

17,865,822

-

- -

868,551 2,824,325 2,701,283

6,394,159



Amount (Rs.)

Salaries, Allowances and Bonus* Contribution to Provident and Other Funds(Refer Note 22.1) Gratuity (Refer Note 22.2 and 31) Leave Encashment (Refer Note 31) Staff Welfare Expenses Total

19,351,547 701,258 507,314 299,650 411,720

21,271,489

20,374,615 867,060

- 195,111 34,412

21,471,198

22 : Employee Benefits Expense

*For the Financial Year 2011-12, Salaries, Allowances and Bonus includes reversal of gratuity contribution of Rs. 158,782 as perActuarial Valuation ( Refer Note 31) 22.1 Employee Provident Fund for all eligible employees is contributed by the Company to Regional Provident Fund

Commissioner in line with the Provident Fund and Miscellaneous Provisions Act, 1952.

22.2 The Company operates a gratuity plan through "Religare Housing Development Finance Corporation Limited Group Gratuity Scheme". Every employee is entitled to a benefit equivalent to 15 days salary last drawn for each completed year of service in line with the Payment of Gratuity Act, 1972.The same is payable at the time of separation from the Company or retirement, whichever is earlier. The benefits vest after five years of continuous service.



Amount (Rs.)

Interest Expense - Fixed Term Loans -Loan Processing Charge - Inter Corporate Loans Total

66,402,300 881,409

56,427,232

123,710,941

3,160,877 -

169,609,183

172,770,060

23 : Finance Cost

23.1 There are no finance costs arising on account of foreign exchange gain difference on account of foreign borrowings.

24 : Depreciation and Amortization Expense



Amount (Rs.)

Depreciation-Tangible Assets Amortization-Intangible Assets Total

131,661 16,504

148,165

114,352 24,032

138,384

25 : Other Expenses



Amount (Rs.)

Rent

Repair and Maintenance- Others

Insurance

Rates and Taxes (Excluding taxes on Income)

Bad Debts/ Loans/ Balance Written off

Commission and Brokerage

Communication Expenses

Printing and Stationery

Provision against Standard Assets and Non-Performing

Assets (Refer Note 27)

Electricity and Water Expenses

Legal and Professional Charges

Support Service Fees

Filing Fees

Bank Charges

Business Promotion

Travelling and Conveyance Expenses

Loss on sale/retirement of Fixed assets(Net)

Payment to Auditors (Refer Note 25.1)

Miscellaneous Expenses

Total

1,510,439

314,076

14,490

400,000

753,404

11,029

91,192

34,908

6,617,517

118,929

1,124,526

778,850

29,457

403,206

71,952

251,940

-

698,015

883,996

14,107,926

192,846

27,410

35,636

301,319

19,842

4,763,025

246,653

71,199

29,962,950

326,298

155,321

1,495,100

139,162

269,333

72,787

808,120

5,206

559,705

1,176,950

40,628,862


21 : Other Income



Amount (Rs.)

Other Non Operating Income Interest Income on Fixed Deposits Bad Debts Recovered Support Service Fees Provision against Standard Assets and Non-Performing Assets Written Back (Refer Note 21.1) Profit on Sale of Fixed Assets (Net) Foreign exchange gain(Net) Miscellaneous Income Total

1,926,707 204,969

3,600,000 17,865,822

3,558 4,343

2,099,753 25,705,152

1,755,815 243,918

3,600,000 6,394,159

- 46,543

1,824,680 13,865,115

21.1 Provision against Standard Assets and Non-Performing Assets written back



Amount (Rs.)

Contingent Provisions on Standard Assets Provision against Non Performing Assets: (a) Sub-Standard Assets (Net)

-Housing Loans -Non-Housing Loans (b) Doubtful Assets (Net)

-Housing Loans -Non-Housing Loans General Provision for loan loss (Net)

Total

1,874,088

4,439,484 10,124,760

- 1,427,490

-

17,865,822

-

- -

868,551 2,824,325 2,701,283

6,394,159



Amount (Rs.)

Salaries, Allowances and Bonus* Contribution to Provident and Other Funds(Refer Note 22.1) Gratuity (Refer Note 22.2 and 31) Leave Encashment (Refer Note 31) Staff Welfare Expenses Total

19,351,547 701,258 507,314 299,650 411,720

21,271,489

20,374,615 867,060

- 195,111 34,412

21,471,198

22 : Employee Benefits Expense

*For the Financial Year 2011-12, Salaries, Allowances and Bonus includes reversal of gratuity contribution of Rs. 158,782 as perActuarial Valuation ( Refer Note 31) 22.1 Employee Provident Fund for all eligible employees is contributed by the Company to Regional Provident Fund

Commissioner in line with the Provident Fund and Miscellaneous Provisions Act, 1952.

22.2 The Company operates a gratuity plan through "Religare Housing Development Finance Corporation Limited Group Gratuity Scheme". Every employee is entitled to a benefit equivalent to 15 days salary last drawn for each completed year of service in line with the Payment of Gratuity Act, 1972.The same is payable at the time of separation from the Company or retirement, whichever is earlier. The benefits vest after five years of continuous service.



Amount (Rs.)

Interest Expense - Fixed Term Loans -Loan Processing Charge - Inter Corporate Loans Total

66,402,300 881,409

56,427,232

123,710,941

3,160,877 -

169,609,183

172,770,060

23 : Finance Cost

23.1 There are no finance costs arising on account of foreign exchange gain difference on account of foreign borrowings.

24 : Depreciation and Amortization Expense



Amount (Rs.)

Depreciation-Tangible Assets Amortization-Intangible Assets Total

131,661 16,504

148,165

114,352 24,032

138,384

25 : Other Expenses



Amount (Rs.)

Rent

Repair and Maintenance- Others

Insurance

Rates and Taxes (Excluding taxes on Income)

Bad Debts/ Loans/ Balance Written off

Commission and Brokerage

Communication Expenses

Printing and Stationery

Provision against Standard Assets and Non-Performing

Assets (Refer Note 27)

Electricity and Water Expenses

Legal and Professional Charges

Support Service Fees

Filing Fees

Bank Charges

Business Promotion

Travelling and Conveyance Expenses

Loss on sale/retirement of Fixed assets(Net)

Payment to Auditors (Refer Note 25.1)

Miscellaneous Expenses

Total

1,510,439

314,076

14,490

400,000

753,404

11,029

91,192

34,908

6,617,517

118,929

1,124,526

778,850

29,457

403,206

71,952

251,940

-

698,015

883,996

14,107,926

192,846

27,410

35,636

301,319

19,842

4,763,025

246,653

71,199

29,962,950

326,298

155,321

1,495,100

139,162

269,333

72,787

808,120

5,206

559,705

1,176,950

40,628,862




Amount (Rs.)

As Auditor:

Audit fees Tax Audit Fees In other Capacity

Certification Fees For Reimbursement of Expenses Total

400,000 120,000

100,000 78,015

698,015

362,750 106,000

50,000 40,955

559,705

25.1 Payment to Auditors (Excluding Service Tax)



Amount (Rs.)

Net Profit attributable to Equity Shareholders (Rs.) Weighted Average number of Equity Shares Nominal value of shares (Rs.) Basic /Diluted Earnings per share (Rs.)

136,301,190 39,998,000

10 3.41

83,574,106 39,998,000

10 2.09

26 : Earnings per Equity Share

27 : Provision against Standard Assets and Non-Performing Assets



Amount (Rs.)

Contingent Provisions on Standard Assets Provision against Non Performing Assets: (a) Sub-Standard Assets (Net) -Housing Loans -Non-Housing Loans (b) Doubtful Assets (Net) -Housing Loans (c) Loss Assets (Net) -Housing Loans General Provision for loan loss (Net) Total

-

- -

211,740

2,710,209 3,695,568

6,617,517

9,843,321

7,004,342 12,225,806

-

889,481 -

29,962,950

28 : Earnings in Foreign Currency



Amount (Rs.)

Housing Loan Receipts Total

86,343 86,343

3,223,543 3,223,543

29 : Contingent Liabilities



Amount (Rs.)

(a) Claims against the Company not acknowledged as debt (Refer Note 29.1)(b) Disputed Income Tax Demands not provided for (inclusive of interest levied u/s 234 B )

Total

6,737,067

30,981,781

37,718,848

6,666,067

14,979,806

21,645,873

29.1 Includes Rs.4,584,000 on account of dispute with Lord Krishna Bank regarding sale of loan portfolio which did not materialize. The Bombay High court has appointed an Sole Arbitrator to resolve the matter via order dated August 12, 2010. Pursuant to the said order Religare Housing Development Finance Corporation Limited ( Formerly known as Maharishi Housing Development Finance Corporation Limited) filed its Statement of Claim in 2011 claiming damages to the tune Rs. 194,400,000 along with 18% interest per annum on Rs. 49,200,000 from the date of filing of statement of claim till actual realization of the amount whereas Lord Krishna Bank Limited claimed Rs. 4,584,000 as damages and the same has been included in the claims against the Company but not acknowledged as debt. Currently the matter is contested before the Arbitrator and is under the stage of arguments and evidence.

30 : Commitments



Amount (Rs.)

Undisbursed Loans -Housing Total

9,980,326

9,980,326

20,316,770

20,316,770



Amount (Rs.)

Others-Credit Facilities (Refer Note 30.1) Total

-

-

410,000,000

410,000,000

30.1 "Oriental Bank of Commerce had sanctioned a credit limit of Rs. 1,000,000,000 out of which there was a commitment of at least Rs. 750,000,000. As at March 31, 2013 the Company has availed 100% of the credit limit sanctioned ( Previous year Rs.340,000,000)"




Amount (Rs.)

As Auditor:

Audit fees Tax Audit Fees In other Capacity

Certification Fees For Reimbursement of Expenses Total

400,000 120,000

100,000 78,015

698,015

362,750 106,000

50,000 40,955

559,705

25.1 Payment to Auditors (Excluding Service Tax)



Amount (Rs.)

Net Profit attributable to Equity Shareholders (Rs.) Weighted Average number of Equity Shares Nominal value of shares (Rs.) Basic /Diluted Earnings per share (Rs.)

136,301,190 39,998,000

10 3.41

83,574,106 39,998,000

10 2.09

26 : Earnings per Equity Share

27 : Provision against Standard Assets and Non-Performing Assets



Amount (Rs.)

Contingent Provisions on Standard Assets Provision against Non Performing Assets: (a) Sub-Standard Assets (Net) -Housing Loans -Non-Housing Loans (b) Doubtful Assets (Net) -Housing Loans (c) Loss Assets (Net) -Housing Loans General Provision for loan loss (Net) Total

-

- -

211,740

2,710,209 3,695,568

6,617,517

9,843,321

7,004,342 12,225,806

-

889,481 -

29,962,950

28 : Earnings in Foreign Currency



Amount (Rs.)

Housing Loan Receipts Total

86,343 86,343

3,223,543 3,223,543

29 : Contingent Liabilities



Amount (Rs.)

(a) Claims against the Company not acknowledged as debt (Refer Note 29.1)(b) Disputed Income Tax Demands not provided for (inclusive of interest levied u/s 234 B )

Total

6,737,067

30,981,781

37,718,848

6,666,067

14,979,806

21,645,873

29.1 Includes Rs.4,584,000 on account of dispute with Lord Krishna Bank regarding sale of loan portfolio which did not materialize. The Bombay High court has appointed an Sole Arbitrator to resolve the matter via order dated August 12, 2010. Pursuant to the said order Religare Housing Development Finance Corporation Limited ( Formerly known as Maharishi Housing Development Finance Corporation Limited) filed its Statement of Claim in 2011 claiming damages to the tune Rs. 194,400,000 along with 18% interest per annum on Rs. 49,200,000 from the date of filing of statement of claim till actual realization of the amount whereas Lord Krishna Bank Limited claimed Rs. 4,584,000 as damages and the same has been included in the claims against the Company but not acknowledged as debt. Currently the matter is contested before the Arbitrator and is under the stage of arguments and evidence.

30 : Commitments



Amount (Rs.)

Undisbursed Loans -Housing Total

9,980,326

9,980,326

20,316,770

20,316,770



Amount (Rs.)

Others-Credit Facilities (Refer Note 30.1) Total

-

-

410,000,000

410,000,000

30.1 "Oriental Bank of Commerce had sanctioned a credit limit of Rs. 1,000,000,000 out of which there was a commitment of at least Rs. 750,000,000. As at March 31, 2013 the Company has availed 100% of the credit limit sanctioned ( Previous year Rs.340,000,000)"


31 : Employee Benefits The following tables summarize the components of the net employee benefits expense recognized in the Statement of Profit and Loss, the fund status and amount recognized in the Balance Sheet for the gratuity and leave encashment for the year ended March 31, 2013.

Method: Projected Unit Credit Method

Assumptions

Mortality

Discount Rate

Rate of Increase in Compensation

Rate of return(expected) on plan assets

Withdrawal Rates

Expected Average Remaining Service

Changes in present value of obligations

PBO at beginning of year

Interest Cost

Short Term Service Cost

Current Service Cost

Net transfer in/(out)

Benefits Paid

Actuarial (Gain)/Loss on Obligation

PBO at end of year

Changes in Fair Value of Plan Assets

Fair Value of Plan Assets at beginning of year

Expected Return on Plan Assets

Employer Contributions

Benefits paid


Actuarial (Gain) / Loss on Plan Assets

Fair Value of Plan Assets at end of year#

Fair Value of Plan Assets


Actual Return on plan assets


Benefit paid by fund manager



funded Status

Excess of actual over estimated return on

Plan Assets

IALM (1994-96)

8.00% p.a.

6% p.a.

N.A

18-35: 20% p.a.,

36-45: 15% p.a.,

46 and above:

5% p.a.,and for

CEO + 10% p.a.

5.88 Years

(Amount In Rs.)

716,209

49,488

-

144,328

-

(113,203)

105,834

902,656

-

-

-

-

-

-

-

-

-

-

-

-

-

-

902,656

-

IALM (1994-96)

8.00% p.a.

6.00% p.a.

8.00% p.a.

18-35: 20% p.a.,

36-45: 15% p.a.,

46 and above:

5% p.a., and for

CEO + 10% p.a.

5.88 Years

(Amount In Rs.)

387,781

31,672

-

108,232

-

-

406,418

934,103

534,982

42,676

-

-

-

3,668

573,990

534,981

39,008

-

-

-

573,989

360,114

(3,668)

IALM (1994-96)

8.2% p.a.

6% p.a.

N.A

18-35: 67% p.a.,

36-45: 38% p.a.,

46 and above:

24% p.a.

2.24 Years

(Amount In Rs.)

807,188

56,377

-

273,093

-

(286,090)

(134,359)

716,209

-

-

-

-

-

-

-

-

-

-

-

-

716,209

-

IALM (1994-96)

8.2% p.a.

6% p.a.

8% p.a.

18-35: 67% p.a.,

36-45: 38% p.a.,

46 and above:

24% p.a.

2.24 Years

(Amount In Rs.)

577,247

44,864

-

212,035

-

-

(446,365)

387,781

577,000

43,807

-

-

(11,334)

74,491

534,982

577,000

(30,684)

-

-

(11,334)

534,982

(147,201)

(74,491)

I

II

III

S.

No.

Particulars Year Ended March 31, 2013

Gratuity Leave Encashment


IV

to be cont...


S.

No.

Particulars Year Ended March 31, 2013 Year Ended March 31, 2012

Actuarial (Gain)/Loss Recognized

Actuarial (Gain)/Loss for the year (Obligation)

Actuarial (Gain)/Loss for the year (Plan Assets)

Total (Gain)/Loss for the year

Actuarial (Gain)/Loss Recognized for the year

Total Unrecognized Actuarial (Gain) /Loss at

the end of year

Amounts to be Recognized in the Balance Sheet

PBO at the end of year

Less: Funded Assets

Funded Status - deficit/(surplus)

Unrecognized Actuarial (Gain) /Loss

Unfunded liability recognized in the Balance Sheet

Expense Recognized


Interest Cost

Prior Service Cost


Net Actuarial (Gain) /Loss recognized for the year

Expense recognized in the Statement of Profit and Loss

Movements in the liability Recognized in Balance Sheet

Opening Net Liability

Expenses as above



Contribution paid

Closing Net Liability

Current and Non-current Liability

Current liability

Non current liability

Non current Assets


Benefit Obligation



Experience Adjustment on Plan Liabilities (Gain)/Loss

Experience adjustments on Plan Assets

-

105,834

-

105,834

105,834

-

902,656

-

902,656

-

902,656

144,328

49,488

-

-

105,834

299,650

716,209

299,650

-

-

(113,203)

902,656

85,198

817,458

-

902,656

-

902,656

167,736

NA

406,418

(3,668)

410,086

410,086

-

934,103

573,989

360,114

-

360,114

108,232

31,672

-

(42,676)

410,086

507,314

(147,201)

507,314

-

-

-

360,113

360,114

-

-

934,103

573,989

360,114

251,571

(3,668)

(134,359)

-

(134,359)

(134,359)

-

716,209

-

716,209

-

716,209

273,093

56,377

-

-

(134,359)

195,111

807,188

195,111

-

-

(286,090)

716,209

225,399

490,810

-

716,209

-

716,209

(206,165)

NA

(446,365)

(74,491)

(371,874)

(371,874)

-

387,781

534,982

(147,201)

-

(147,201)

212,035

44,864

(43,807)

(371,874)

(158,782)

247

(158,782)

-

-

11,334

(147,201)

-

-

(147,201)

387,781

534,982

(147,201)

(225,118)

(74,491)

VIII

IX

X

V

VI

VII

Gratuity Leave Encashment Gratuity Leave Encashment


31 : Employee Benefits The following tables summarize the components of the net employee benefits expense recognized in the Statement of Profit and Loss, the fund status and amount recognized in the Balance Sheet for the gratuity and leave encashment for the year ended March 31, 2013.

Method: Projected Unit Credit Method

Assumptions

Mortality

Discount Rate

Rate of Increase in Compensation

Rate of return(expected) on plan assets

Withdrawal Rates

Expected Average Remaining Service

Changes in present value of obligations

PBO at beginning of year

Interest Cost




Benefits Paid

Actuarial (Gain)/Loss on Obligation

PBO at end of year

Changes in Fair Value of Plan Assets




Benefits paid


Actuarial (Gain) / Loss on Plan Assets




Actual Return on plan assets


Benefit paid by fund manager



funded Status

Excess of actual over estimated return on

Plan Assets

IALM (1994-96)

8.00% p.a.

6% p.a.

N.A

18-35: 20% p.a.,

36-45: 15% p.a.,

46 and above:

5% p.a.,and for

CEO + 10% p.a.

5.88 Years

(Amount In Rs.)

716,209

49,488

-

144,328

-

(113,203)

105,834

902,656

-

-

-

-

-

-

-

-

-

-

-

-

-

-

902,656

-

IALM (1994-96)

8.00% p.a.

6.00% p.a.

8.00% p.a.

18-35: 20% p.a.,

36-45: 15% p.a.,

46 and above:

5% p.a., and for

CEO + 10% p.a.

5.88 Years

(Amount In Rs.)

387,781

31,672

-

108,232

-

-

406,418

934,103

534,982

42,676

-

-

-

3,668

573,990

534,981

39,008

-

-

-

573,989

360,114

(3,668)

IALM (1994-96)

8.2% p.a.

6% p.a.

N.A

18-35: 67% p.a.,

36-45: 38% p.a.,

46 and above:

24% p.a.

2.24 Years

(Amount In Rs.)

807,188

56,377

-

273,093

-

(286,090)

(134,359)

716,209

-

-

-

-

-

-

-

-

-

-

-

-

716,209

-

IALM (1994-96)

8.2% p.a.

6% p.a.

8% p.a.

18-35: 67% p.a.,

36-45: 38% p.a.,

46 and above:

24% p.a.

2.24 Years

(Amount In Rs.)

577,247

44,864

-

212,035

-

-

(446,365)

387,781

577,000

43,807

-

-

(11,334)

74,491

534,982

577,000

(30,684)

-

-

(11,334)

534,982

(147,201)

(74,491)

I

II

III

S.

No.

Particulars Year Ended March 31, 2013



IV

to be cont...


S.

No.

Particulars Year Ended March 31, 2013 Year Ended March 31, 2012

Actuarial (Gain)/Loss Recognized

Actuarial (Gain)/Loss for the year (Obligation)

Actuarial (Gain)/Loss for the year (Plan Assets)

Total (Gain)/Loss for the year

Actuarial (Gain)/Loss Recognized for the year

Total Unrecognized Actuarial (Gain) /Loss at

the end of year

Amounts to be Recognized in the Balance Sheet

PBO at the end of year

Less: Funded Assets


Unrecognized Actuarial (Gain) /Loss

Unfunded liability recognized in the Balance Sheet

Expense Recognized


Interest Cost

Prior Service Cost


Net Actuarial (Gain) /Loss recognized for the year

Expense recognized in the Statement of Profit and Loss

Movements in the liability Recognized in Balance Sheet

Opening Net Liability

Expenses as above



Contribution paid

Closing Net Liability

Current and Non-current Liability

Current liability

Non current liability

Non current Assets


Benefit Obligation





-

105,834

-

105,834

105,834

-

902,656

-

902,656

-

902,656

144,328

49,488

-

-

105,834

299,650

716,209

299,650

-

-

(113,203)

902,656

85,198

817,458

-

902,656

-

902,656

167,736

NA

406,418

(3,668)

410,086

410,086

-

934,103

573,989

360,114

-

360,114

108,232

31,672

-

(42,676)

410,086

507,314

(147,201)

507,314

-

-

-

360,113

360,114

-

-

934,103

573,989

360,114

251,571

(3,668)

(134,359)

-

(134,359)

(134,359)

-

716,209

-

716,209

-

716,209

273,093

56,377

-

-

(134,359)

195,111

807,188

195,111

-

-

(286,090)

716,209

225,399

490,810

-

716,209

-

716,209

(206,165)

NA

(446,365)

(74,491)

(371,874)

(371,874)

-

387,781

534,982

(147,201)

-

(147,201)

212,035

44,864

(43,807)

(371,874)

(158,782)

247

(158,782)

-

-

11,334

(147,201)

-

-

(147,201)

387,781

534,982

(147,201)

(225,118)

(74,491)

VIII

IX

X

V

VI

VII

Gratuity Leave Encashment Gratuity Leave Encashment


XI Present value of DBO, Fair Value of Plan Assets, Deficit / (Surplus) , Experience Adjustments for earlier periods:

Particulars Year ended March

31, 2013

Gratuity

Benefit Obligation





577,247

577,000

247

97,664

NA

416,806

-

416,806

NA

NA


Gratuity


Gratuity

29,172

-

29,172

NA

NA


31, 2013

Leave Encashment

Benefit Obligation



Experience Adjustment on Plan Liabilities Loss/Gain


807,188

-

807,188

124,674

NA

546,491

-

546,491

NA

NA


Leave Encashment


Leave Encashment

-

-

-

NA

NA

# Assets are held by Religare Housing Development Finance Corporation Limited Group Gratuity Scheme (the Trust) for the benefit ofthe employees.

32 : Segment Reporting As the Company is engaged in only one business segment and geographical segment and therefore, segment

information is not disclosed.

to be cont...

33 : Related Party Disclosures

Religare Finvest Limited ( Immediate Holding Company)

Religare Enterprises Limited (Ultimate Holding Company)

Big Vision Land Developers Private Limited [Became subsidiary of

Religare Finvest Limited w.e.f. December 31, 2012]

Cheryl Advisory Private Limited [Became subsidiary of


Empowers Estate Developers Private Limited [Became subsidiary

of Religare Finvest Limited w.e.f. December 31, 2012]

Religare Arts Investment Management Limited


(Became Pvt Limited w.e.f. October 17, 2012 and name changed

from Religare Asset Management Company private Limited

to Religare Invesco Asset Management Private Limited w.e.f April 2, 2013)

Religare Trustee Company Limited [Converted into “Private”

Company w.e.f. October 15, 2012]

Religare Financial Consultancy Services Limited [Name changed

from Religare Insurance Broking Limited to present name

w.e.f. February 08, 2013.Ceased to be subsidiary

of Religare Enterprises Limited w.e.f. March 26, 2013]












Religare Capital Markets International (UK) Limited

Religare Capital Markets (Europe) Limited (RCME)


Tobler UK Limited

Hichens, Harrison (Middle East) Limited [Dissolved w.e.f.

December 18, 2012]


RPType

Nature of Relationship Name of Party

a (iii) Subsidiaries/Step down Subsidiares of Ulitmate Holding Company

a (i) Holding Company

a (ii) Fellow Subsidiaries


XI Present value of DBO, Fair Value of Plan Assets, Deficit / (Surplus) , Experience Adjustments for earlier periods:


31, 2013

Gratuity

Benefit Obligation





577,247

577,000

247

97,664

NA

416,806

-

416,806

NA

NA


Gratuity


Gratuity

29,172

-

29,172

NA

NA


31, 2013

Leave Encashment

Benefit Obligation



Experience Adjustment on Plan Liabilities Loss/Gain


807,188

-

807,188

124,674

NA

546,491

-

546,491

NA

NA


Leave Encashment


Leave Encashment

-

-

-

NA

NA

# Assets are held by Religare Housing Development Finance Corporation Limited Group Gratuity Scheme (the Trust) for the benefit ofthe employees.

32 : Segment Reporting As the Company is engaged in only one business segment and geographical segment and therefore, segment

information is not disclosed.

to be cont...

33 : Related Party Disclosures

Religare Finvest Limited ( Immediate Holding Company)

Religare Enterprises Limited (Ultimate Holding Company)

Big Vision Land Developers Private Limited [Became subsidiary of


Cheryl Advisory Private Limited [Became subsidiary of


Empowers Estate Developers Private Limited [Became subsidiary

of Religare Finvest Limited w.e.f. December 31, 2012]

Religare Arts Investment Management Limited


(Became Pvt Limited w.e.f. October 17, 2012 and name changed

from Religare Asset Management Company private Limited

to Religare Invesco Asset Management Private Limited w.e.f April 2, 2013)

Religare Trustee Company Limited [Converted into “Private”

Company w.e.f. October 15, 2012]

Religare Financial Consultancy Services Limited [Name changed

from Religare Insurance Broking Limited to present name

w.e.f. February 08, 2013.Ceased to be subsidiary

of Religare Enterprises Limited w.e.f. March 26, 2013]












Religare Capital Markets International (UK) Limited

Religare Capital Markets (Europe) Limited (RCME)


Tobler UK Limited

Hichens, Harrison (Middle East) Limited [Dissolved w.e.f.

December 18, 2012]


RPType

Nature of Relationship Name of Party

a (iii) Subsidiaries/Step down Subsidiares of Ulitmate Holding Company

a (i) Holding Company

a (ii) Fellow Subsidiaries


RPType Nature of Relationship Name of Party

Religare Capital Markets (UK) Limited

Religare Capital Markets (Pty) Limited (Formerly known as Religare Hichens,

Harrison (Pty) Limited)

Religare Capital Markets Corporate Finance Pte Limited



Charterpace Limited

HH1803.com Limited[Dissolved w.e.f. October 30, 2012]


Religare Investment Holdings (UK) Limited {W.e.f. April 19, 2012

become the subsidiary of Religare Capital Markets International

(Mauritius) Limited.Earlier subsidiary of Religare Capital Markets

(Europe) Limited}


Religare Global Asset Management (Hong Kong) Limited

[Dissolved w.e.f. July 06, 2012]




Bartleet Religare Securities (Private) Limited


Relsec Nominees No.1 Pty Limited [Dissolved w.e.f. November 11, 2012]




Kyte Management Limited

Religare Capital Markets (Hong Kong) Limited)



Bartleet Asset Management (Private) Limited




Religare Venture Capital Limited [Ceased to be subsidiary

of Religare Securities Limited and became subsidiary of

RGAM Corporation Private Limited w.e.f. March 28, 2013.]

BJM (UK) Nominees Limited [Ceased to be subsidiary of Religare Capital

Markets Limited w.e.f. February 28, 2013.

Noah Nominees (Pty) Limited [Ceased to be subsidiary of Religare Capital

to be cont...



Noah Capital Markets (Pty) Limited [Name changed from Religare Noah

Capital Markets (Pty) Limited to Noah Capital Markets (Pty) Limited

w.e.f January 16, 2013 (Ceased to be subsidiary of Religare Capital

Markets Limited w.e.f. February 28, 2013)

Noah Capital Markets (EMEA) Limited [Name changed from Religare

Capital Markets (EMEA) Limited to Noah Capital Markets (EMEA)

Limited w.e.f December 12, 2012 { Ceased to be subsidiary of Religare

Capital Markets Limited w.e.f. February 28, 2013}

Landmark Partners LLC [LP]


Landmark Reality Advisors LLC



Religare Global Asset Management Inc Became wholly owned subsidiary

of RGAM Corporation Private Limited w.e.f. May 09, 2012 (earlier was a

direct subsidiary of Religare Enterises Limited)


Religare Health Trust Trustee Manager Pte Limited {Became wholly owned

subsidiary of RGAM Corporation Private Limited w.e.f. October 12, 2012}

Mr. Malvinder Mohan Singh (Promoter)

Mr. Shivinder Mohan Singh (Promoter)

Mrs. Nimmi Singh

Mrs. Harjit Grewal











Mr. Deepak Joshi (Director)

Ligare Travels Limited (Name changed from Religare Travels (India)

Limited to present name w.e.f. August 17, 2012)




(b) Individuals owning directly orindirectly interest in voting power that gives them control and their Relatives

(c) Key Management Personneland relatives

(d) Enterprises over which (b)and (c) are able to exercisesignificant influence with whomtransactions have taken place



Religare Capital Markets (UK) Limited

Religare Capital Markets (Pty) Limited (Formerly known as Religare Hichens,

Harrison (Pty) Limited)

Religare Capital Markets Corporate Finance Pte Limited



Charterpace Limited

HH1803.com Limited[Dissolved w.e.f. October 30, 2012]


Religare Investment Holdings (UK) Limited {W.e.f. April 19, 2012

become the subsidiary of Religare Capital Markets International

(Mauritius) Limited.Earlier subsidiary of Religare Capital Markets

(Europe) Limited}


Religare Global Asset Management (Hong Kong) Limited

[Dissolved w.e.f. July 06, 2012]










Kyte Management Limited

Religare Capital Markets (Hong Kong) Limited)



Bartleet Asset Management (Private) Limited




Religare Venture Capital Limited [Ceased to be subsidiary

of Religare Securities Limited and became subsidiary of

RGAM Corporation Private Limited w.e.f. March 28, 2013.]

BJM (UK) Nominees Limited [Ceased to be subsidiary of Religare Capital


Noah Nominees (Pty) Limited [Ceased to be subsidiary of Religare Capital

to be cont...



Noah Capital Markets (Pty) Limited [Name changed from Religare Noah

Capital Markets (Pty) Limited to Noah Capital Markets (Pty) Limited

w.e.f January 16, 2013 (Ceased to be subsidiary of Religare Capital

Markets Limited w.e.f. February 28, 2013)

Noah Capital Markets (EMEA) Limited [Name changed from Religare

Capital Markets (EMEA) Limited to Noah Capital Markets (EMEA)

Limited w.e.f December 12, 2012 { Ceased to be subsidiary of Religare

Capital Markets Limited w.e.f. February 28, 2013}

Landmark Partners LLC [LP]


Landmark Reality Advisors LLC



Religare Global Asset Management Inc Became wholly owned subsidiary

of RGAM Corporation Private Limited w.e.f. May 09, 2012 (earlier was a

direct subsidiary of Religare Enterises Limited)


Religare Health Trust Trustee Manager Pte Limited {Became wholly owned

subsidiary of RGAM Corporation Private Limited w.e.f. October 12, 2012}

Mr. Malvinder Mohan Singh (Promoter)

Mr. Shivinder Mohan Singh (Promoter)

Mrs. Nimmi Singh

Mrs. Harjit Grewal











Mr. Deepak Joshi (Director)

Ligare Travels Limited (Name changed from Religare Travels (India)

Limited to present name w.e.f. August 17, 2012)




(b) Individuals owning directly orindirectly interest in voting power that gives them control and their Relatives

(c) Key Management Personneland relatives

(d) Enterprises over which (b)and (c) are able to exercisesignificant influence with whomtransactions have taken place


33.1 Related Party Transactions Following transactions were carried out during the year ended March 31, 2013 with related parties in the ordinary course of business

Nature of Transactions Name of the Related Party RP Type Year Ended March 31,

2013Amount in Rs.

Year Ended March

31, 2012Amount in Rs.

FINANCEInter Corporate Loans Taken

Religare Finvest Limited a(i) -

546,795,711

Religare Aviation Limited ( d ) -

750,000,000

Religare Technologies Limited ( d ) 92,000,000

765,000,000

Dion Global Solutions Limited ( d ) -

822,500,000

Inter Corporate Loans Taken Total 92,000,000

2,884,295,711


Religare Finvest Limited a(i) 363,295,711

408,500,000

Fortis Hospital Limited ( d ) -

400,000,000


750,000,000


-

Dion Global Solutions Limited ( d ) 60,000,000

762,500,000

International Hospital Limited ( d ) -

200,000,000

Inter Corporate Loans Repaid Total

1,280,295,710 2,521,000,000

Interest Paid on Inter

Corporate LoansReligare Finvest Limited a(i) 7,959,533 13,833,598

Dion Global Solutions Limited ( d ) 69,041 36,296,096

International Hospital Limited ( d ) - 2,527,397 Fortis Hospital Limited ( d ) - 5,054,794 Religare Technologies Limited ( d ) 37,871,261 38,826,370 Religare Aviation Limited ( d ) - 14,933,219

Interest Paid on Inter Corporate Loans Total 45,899,835 111,471,474

Secured Short Term Loan -Taken


1,123,500,000

Secured Short Term Loan -Taken Total

- 1,123,500,000

Secured Short Term Loan-Repaid


1,123,500,000 Secured Short Term Loan-

Repaid Total- 1,123,500,000

Interest Paid on Secured Loan


44,302,093

Interest Paid on Secured Loan Total

- 44,302,093

Inter Corporate Loan Given

REL Infrafacilities Limited a(iii) 228,000,000

-

Religare Bullion Limited a(iii) 45,000,000

-

Inter Corporate Loan Given Total

273,000,000 -

Inter Corporate Loan Given Received Back


-

Religare Bullion Limited a(iii) -

Inter Corporate Loan Received Back Total

67,661,157 -

Interest Received on Inter Corporate Loans Given


-


-

Interest Received on Inter Corporate Loans Given Total

9,960,148 -

Receipt of Payment from Group Employees

Religare Health Insurance Co Limited a(iii) 29,212

1,544,957

Receipt of Payment from Group Employees Total

29,212 1,544,957

Travelling Expense Paid Ligare Travels Limited ( d ) 154,671

466,165

Travelling Expense Paid Total 154,671

466,165

Commission PaidReligare Macquarie Wealth Management Limited ( d ) -

378,427

to be cont...to be cont...

Commission Paid Total -

378,427

Loan Repayment-Principal Mr.Deepak Joshi (c) -

659,547

Loan Repayment-Interest Mr.Deepak Joshi (c) -

256,339

Loan Repayment Total -

915,886

Allocation of Expenses By other Companies

Religare Finvest Limited a(i) 778,850

1,495,100

Religare Corporate Services Limited ( d ) 102,483

-


144,481

Allocation of Expenses By other Companies Total

2,189,261 1,639,581

Allocation of Expenses To Other Companies


3,600,000

Allocation of Expenses To Other Companies Total

3,600,000 3,600,000

Expense Reimbursement to other Companies


2,313,733

Religare Capital Markets Limited a(iii) 63

-

Religare Enterprises Limited a(i) 372,044

874,798

Religare Securities Limited a(iii) 23,987

94,731

REL Infrafacilities Limited a(iii) 555,544

147,589

Expense Reimbursement to other Companies Total

1,111,480 3,430,851

Expense Reimbursement By other Companies


851,110

Religare Capital Markets Limited a(iii) 6,090

-


-


2,359

Expense Reimbursement By other Companies Total

116,202 853,469

Assignment /Transfer of Loan Account


195,149,669

Assignment /Transfer of Loan Account Total

- 195,149,669

Loan to Group EmployeesReligare Finvest Limited a(i) -

399,182

Loan to Group Employees Total

- 399,182

Reimburshment of Advance to Other Companies


-

Reimburshment of Advance to Other Companies Total

201,935 -

Remuneration to Key Managerial Personnel

Mr. Deepak Joshi (c) 14,170,029 13,464,925 Mr. Kavi Arora (c) - -

Remuneration to Key Managerial Personnel Total

14,170,029 13,464,925

Sale of Fixed AssetReligare Finvest Limited a(i) 708,071

-

Sale of Fixed Asset Total 708,071

-

Balance Outstanding as on March 31, 2013ReceivablesLoan and Advance-Inter Corporate Loans Given


-


-

Loan and Advance-Inter Corporate Loans Given Total

205,338,844 -


2013Amount in Rs.

Year Ended March



33.1 Related Party Transactions Following transactions were carried out during the year ended March 31, 2013 with related parties in the ordinary course of business


2013Amount in Rs.

Year Ended March


FINANCEInter Corporate Loans Taken


546,795,711


750,000,000


765,000,000


822,500,000

Inter Corporate Loans Taken Total 92,000,000

2,884,295,711



408,500,000

Fortis Hospital Limited ( d ) -

400,000,000


750,000,000


-

Dion Global Solutions Limited ( d ) 60,000,000

762,500,000

International Hospital Limited ( d ) -

200,000,000

Inter Corporate Loans Repaid Total

1,280,295,710 2,521,000,000

Interest Paid on Inter

Corporate LoansReligare Finvest Limited a(i) 7,959,533 13,833,598

Dion Global Solutions Limited ( d ) 69,041 36,296,096

International Hospital Limited ( d ) - 2,527,397 Fortis Hospital Limited ( d ) - 5,054,794 Religare Technologies Limited ( d ) 37,871,261 38,826,370 Religare Aviation Limited ( d ) - 14,933,219

Interest Paid on Inter Corporate Loans Total 45,899,835 111,471,474

Secured Short Term Loan -Taken


1,123,500,000

Secured Short Term Loan -Taken Total

- 1,123,500,000

Secured Short Term Loan-Repaid


1,123,500,000 Secured Short Term Loan-

Repaid Total- 1,123,500,000

Interest Paid on Secured Loan


44,302,093

Interest Paid on Secured Loan Total

- 44,302,093

Inter Corporate Loan Given


-


-

Inter Corporate Loan Given Total

273,000,000 -

Inter Corporate Loan Given Received Back


-

Religare Bullion Limited a(iii) -

Inter Corporate Loan Received Back Total

67,661,157 -

Interest Received on Inter Corporate Loans Given


-


-

Interest Received on Inter Corporate Loans Given Total

9,960,148 -

Receipt of Payment from Group Employees

Religare Health Insurance Co Limited a(iii) 29,212

1,544,957

Receipt of Payment from Group Employees Total

29,212 1,544,957

Travelling Expense Paid Ligare Travels Limited ( d ) 154,671

466,165

Travelling Expense Paid Total 154,671

466,165

Commission PaidReligare Macquarie Wealth Management Limited ( d ) -

378,427

to be cont...to be cont...

Commission Paid Total -

378,427

Loan Repayment-Principal Mr.Deepak Joshi (c) -

659,547

Loan Repayment-Interest Mr.Deepak Joshi (c) -

256,339

Loan Repayment Total -

915,886

Allocation of Expenses By other Companies


1,495,100

Religare Corporate Services Limited ( d ) 102,483

-


144,481

Allocation of Expenses By other Companies Total

2,189,261 1,639,581

Allocation of Expenses To Other Companies


3,600,000

Allocation of Expenses To Other Companies Total

3,600,000 3,600,000

Expense Reimbursement to other Companies


2,313,733

Religare Capital Markets Limited a(iii) 63

-


874,798


94,731


147,589

Expense Reimbursement to other Companies Total

1,111,480 3,430,851

Expense Reimbursement By other Companies


851,110

Religare Capital Markets Limited a(iii) 6,090

-


-


2,359

Expense Reimbursement By other Companies Total

116,202 853,469

Assignment /Transfer of Loan Account


195,149,669

Assignment /Transfer of Loan Account Total

- 195,149,669

Loan to Group EmployeesReligare Finvest Limited a(i) -

399,182

Loan to Group Employees Total

- 399,182

Reimburshment of Advance to Other Companies


-

Reimburshment of Advance to Other Companies Total

201,935 -

Remuneration to Key Managerial Personnel

Mr. Deepak Joshi (c) 14,170,029 13,464,925 Mr. Kavi Arora (c) - -

Remuneration to Key Managerial Personnel Total

14,170,029 13,464,925

Sale of Fixed AssetReligare Finvest Limited a(i) 708,071

-

Sale of Fixed Asset Total 708,071

-

Balance Outstanding as on March 31, 2013ReceivablesLoan and Advance-Inter Corporate Loans Given


-


-

Loan and Advance-Inter Corporate Loans Given Total

205,338,844 -


2013Amount in Rs.

Year Ended March



Interest accrued and due-Inter Corporate Loans Given

REL Infrafacilities Limited a(iii) 5,313,930 -


-

Interest accrued and due-Inter

Corporate Loans Given Total 6,583,656 -

Other ReceivablesReligare Finvest Limited a(i) 1,386

4,350,917

Other Receivables Total 1,386

4,350,917

Other PayablesREL Infrafacilities Limited a(iii) 31,329

23,723


-


4,278


66,480

Other Payables Total 34,449

94,481

PayablesUnsecured Loans- Inter Corporate Loans


363,295,711


60,000,000

Religare Technologies Limited ( d ) -

765,000,000

Unsecured Loans-InterCorporate Loans Total

- 1,188,295,711

Interest Accruedanddue-Inter Corporate Loans


6,008,698


24,460,609

Interest Accruedanddue-Inter Corporate Loans Total

- 30,469,307


2013Amount in Rs.

Year Ended March


34 : Other Notes (a) There are no transactions during the year with Micro, Small and Medium enterprises and as such there is no balance

outstanding as at March 31, 2013. (b) Pursuant to the requirement of the Housing Finance Companies (NHB) Directions,2010;

(I) The Company has been granted a new registration No.10.0088.10 dated October 1, 2010 under section 29A of the National Housing Bank Act, 1987 by the National Housing Bank, consequent upon change in the name of the Company;

(II) The Company has neither accepted nor renewed any fresh public deposits during the year ended March 31, 2013 .

Accordingly, liquidity requirements as specified under section 29B of the National Housing Bank Act, 1987 does not arise;

(III) The Company has complied with the section 29C of the National Housing Bank Act, 1987 and transferred

Rs.22,951,284 (Previous year is Rs.22,581,495) to the special reserve fund created under section 36(1) (viii) of the Income tax Act, 1961 which is in excess of twenty per cent of its net profit;

(IV) The Company has complied with the provisions of the Housing Finance Companies (NHB) Directions 2010; (V) Capital to Risk(Weighted) Assets Ratio(CRAR) as disclosed in the return submitted to National Housing Bank has

been correctly determined and is in compliance with the minimum as prescribed by the National Housing Bank in these Directions 2010;

(VI) The total borrowings of the Company together with the amounts referred to in sub clauses (iii) to (vii) of sub section

(bb) of section 45 I of the Reserve Bank of India Act, 1934 are within the limit prescribed by the Housing Finance Companies (NHB) Directions, 2010 and further, the Company has not taken any loans from the National Housing Bank during the year ended March 31, 2013 and no balance is outstanding as on the Balance Sheet date.

(VII) During the current year one new branch office has been opened by the Company. The Company has not closed

any branch during the year ended March 31, 2013; (VIII) There are no Fines and Penalties paid during the year ended March 31, 2013 [Previous year is Nil]. (c) During the Financial year ended March 31, 2012, the Company had acquired certain loan portfolio from Religare

Finvest Limited (the Holding Company) at par aggregating Rs. 195,149,669 and recognized as assets in the books. The details of the loan portfolio acquired are as under:


Interest accrued and due-Inter Corporate Loans Given

REL Infrafacilities Limited a(iii) 5,313,930 -


-

Interest accrued and due-Inter

Corporate Loans Given Total 6,583,656 -

Other ReceivablesReligare Finvest Limited a(i) 1,386

4,350,917

Other Receivables Total 1,386

4,350,917

Other PayablesREL Infrafacilities Limited a(iii) 31,329

23,723


-


4,278


66,480

Other Payables Total 34,449

94,481

PayablesUnsecured Loans- Inter Corporate Loans


363,295,711


60,000,000


765,000,000

Unsecured Loans-InterCorporate Loans Total

- 1,188,295,711

Interest Accruedanddue-Inter Corporate Loans


6,008,698


24,460,609

Interest Accruedanddue-Inter Corporate Loans Total

- 30,469,307


2013Amount in Rs.

Year Ended March


34 : Other Notes (a) There are no transactions during the year with Micro, Small and Medium enterprises and as such there is no balance

outstanding as at March 31, 2013. (b) Pursuant to the requirement of the Housing Finance Companies (NHB) Directions,2010;

(I) The Company has been granted a new registration No.10.0088.10 dated October 1, 2010 under section 29A of the National Housing Bank Act, 1987 by the National Housing Bank, consequent upon change in the name of the Company;

(II) The Company has neither accepted nor renewed any fresh public deposits during the year ended March 31, 2013 .

Accordingly, liquidity requirements as specified under section 29B of the National Housing Bank Act, 1987 does not arise;

(III) The Company has complied with the section 29C of the National Housing Bank Act, 1987 and transferred

Rs.22,951,284 (Previous year is Rs.22,581,495) to the special reserve fund created under section 36(1) (viii) of the Income tax Act, 1961 which is in excess of twenty per cent of its net profit;

(IV) The Company has complied with the provisions of the Housing Finance Companies (NHB) Directions 2010; (V) Capital to Risk(Weighted) Assets Ratio(CRAR) as disclosed in the return submitted to National Housing Bank has

been correctly determined and is in compliance with the minimum as prescribed by the National Housing Bank in these Directions 2010;

(VI) The total borrowings of the Company together with the amounts referred to in sub clauses (iii) to (vii) of sub section

(bb) of section 45 I of the Reserve Bank of India Act, 1934 are within the limit prescribed by the Housing Finance Companies (NHB) Directions, 2010 and further, the Company has not taken any loans from the National Housing Bank during the year ended March 31, 2013 and no balance is outstanding as on the Balance Sheet date.

(VII) During the current year one new branch office has been opened by the Company. The Company has not closed

any branch during the year ended March 31, 2013; (VIII) There are no Fines and Penalties paid during the year ended March 31, 2013 [Previous year is Nil]. (c) During the Financial year ended March 31, 2012, the Company had acquired certain loan portfolio from Religare

Finvest Limited (the Holding Company) at par aggregating Rs. 195,149,669 and recognized as assets in the books. The details of the loan portfolio acquired are as under:


S.No. Particulars 2012-13 2011-12

Loan Portfolio acquired (in Nos.)

(a) Housing

(b) Non-Housing

Total

Book Value of Loan Portfolio acquired (Rs.)

(a) Housing

(b) Non-Housing

Total

Sale consideration for Loan Portfolio acquired (Rs.)

(a) Housing

(b) Non-Housing

Total

(i)

(ii)

(iii)

-

-

-

-

-

-

-

-

-

8

29

37

12,632,010

182,517,659

195,149,669

12,632,010

182,517,659

195,149,669

(d) Disclosure of details as required by Para 4 of National Housing Bank Circular No. NHB/ND/DRS/Pol-No. 35/2010-11 dated October 10, 2010:

i. Capital to Risk Assets Ratio (CRAR)

S.No. Items 2012-13 2011-12

(i)

(ii)

(iii)

CRAR (%)


CRAR - (Tier II Capital (%)

59.64%

58.63%

1.01%

41.66%

41.66%

-


Category

2012-13

Amount (Rs.)

2011-12

Amount (Rs.)

Direct Exposures

(i) Residential Mortgages:-



(ii) Commercial Real Estate (Refer Note-15.1(2))

(iii) Investments in Mortgage Backed Securities (MBS) and

other Securitised exposures:-

(a) Residential,


Indirect Exposures

Fund based and non-fund based exposures on National Housing


(a)

(b)

78,274,488

920,342,691

276,006,836

83,755,376

1,472,231,631

269,274,912

-

-

-

-

-

-


*Net

of P

rovi

sion

for

Non

-Per

form

ing

Ass

ets

(NPA

).

1 d

ay

to

30

/31

days

(On

e M

on

th)

Ove

r

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o

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ear

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ars

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years

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five

years

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r 5

years

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ears

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to

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years

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years

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l

Am

oun

t (R

s.)

Am

oun

t (R

s.)

Am

oun

t (R

s.)

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t (R

s.)

Am

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t (R

s.)

Am

oun

t (R

s.)

Am

oun

t (R

s.)

Am

oun

t (R

s.)

Am

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t (R

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Am

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t (R

s.)

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t (R

s.)

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lars

Lia

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ties

Bor

row

ing

from

Ban

ks

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ket B

orro

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Ass

ets

Adv

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stm

ents

11,9

04,7

62

- -

76,0

77,1

91

-

11,9

04,7

62

- -

76,0

77,1

91

-

11,9

04,7

62 - -

95,1

85,9

61 -

35,

714,

286 - -

134

,250

,833 -

82,7

08,9

05

- -

62,2

30,9

16

-

285,

753,

343 - -

1,01

7,78

7,69

4 -

285,

714,

288 - -

311

,072

,045

-

130,

909,

524 - -

144,

824,

145 -

- - -

96,7

96,7

64

-

- - -

28,2

62,9

00

-

856

,514

,632 - -

2,1

35,4

99,8

73

-

(iii)

Ass

ets

Lia

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ties

Man

ag

em

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t

Matu

rity

patt

ern

of

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um

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the c

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at

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h

31

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um

Bala

nce D

urin

g

the p

revi

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s Year

Am

ou

nt

(Rs.

)*

Part

icu

lars

Rel

igar

e Fi

nves

t Lim

ited

-

-36

9,30

4,40

9 1,

010,

000,

000

Am

ou

nt

(Rs.

)*

Am

ou

nt

(Rs.

)*

Am

ou

nt

(Rs.

)*

*Out

stan

ding

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ance

incl

udes

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rest

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rued

and

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il (P

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year

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8,69

8).


S.No. Particulars 2012-13 2011-12

Loan Portfolio acquired (in Nos.)

(a) Housing

(b) Non-Housing

Total

Book Value of Loan Portfolio acquired (Rs.)

(a) Housing

(b) Non-Housing

Total

Sale consideration for Loan Portfolio acquired (Rs.)

(a) Housing

(b) Non-Housing

Total

(i)

(ii)

(iii)

-

-

-

-

-

-

-

-

-

8

29

37

12,632,010

182,517,659

195,149,669

12,632,010

182,517,659

195,149,669

(d) Disclosure of details as required by Para 4 of National Housing Bank Circular No. NHB/ND/DRS/Pol-No. 35/2010-11 dated October 10, 2010:

i. Capital to Risk Assets Ratio (CRAR)

S.No. Items 2012-13 2011-12

(i)

(ii)

(iii)

CRAR (%)


CRAR - (Tier II Capital (%)

59.64%

58.63%

1.01%

41.66%

41.66%

-


Category

2012-13

Amount (Rs.)

2011-12

Amount (Rs.)

Direct Exposures

(i) Residential Mortgages:-



(ii) Commercial Real Estate (Refer Note-15.1(2))

(iii) Investments in Mortgage Backed Securities (MBS) and

other Securitised exposures:-

(a) Residential,


Indirect Exposures

Fund based and non-fund based exposures on National Housing


(a)

(b)

78,274,488

920,342,691

276,006,836

83,755,376

1,472,231,631

269,274,912

-

-

-

-

-

-


*Net

of P

rovi

sion

for

Non

-Per

form

ing

Ass

ets

(NPA

).

1 d

ay

to

30

/31

days

(On

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th)

Ove

r

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o

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r 2

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ars

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to

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years

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ears

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r 7

years

to

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years

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Part

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Ass

ets

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ents

11,9

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76,0

77,1

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-

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76,0

77,1

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-

11,9

04,7

62 - -

95,1

85,9

61 -

35,

714,

286 - -

134

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82,7

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285,

753,

343 - -

1,01

7,78

7,69

4 -

285,

714,

288 - -

311

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130,

909,

524 - -

144,

824,

145 -

- - -

96,7

96,7

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-

- - -

28,2

62,9

00

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856

,514

,632 - -

2,1

35,4

99,8

73

-

(iii)

Ass

ets

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ties

Man

ag

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Matu

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um

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um

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s Year

Am

ou

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(Rs.

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Part

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Rel

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)*

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ding

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ance

incl

udes

inte

rest

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rued

and

due

of N

il (P

revi

ous

year

Rs.

6,00

8,69

8).


35 : Previous Year Figures

The previous year's figures have also been regrouped, rearranged and reclassified to conform to the currentyear’s classification.


Signature to Note no. 1 to 35 forming part of these Financial Statements


Firm Registration Number:304026EChartered Accountants

Sd/-

Partha Ghosh

PartnerMembership Number 55913


Place : New Delhi

Date : May 21, 2013

Sd/-

Kavi Arora


Sd/-

Anil Saxena


Sd/-

Ashraf Ali


Place : New Delhi

Date : May 21, 2013


NOTES


35 : Previous Year Figures

The previous year's figures have also been regrouped, rearranged and reclassified to conform to the currentyear’s classification.


Signature to Note no. 1 to 35 forming part of these Financial Statements


Firm Registration Number:304026EChartered Accountants

Sd/-

Partha Ghosh

PartnerMembership Number 55913


Place : New Delhi

Date : May 21, 2013

Sd/-

Kavi Arora


Sd/-

Anil Saxena


Sd/-

Ashraf Ali


Place : New Delhi

Date : May 21, 2013


NOTES


Date : 11/05/2011

Religare Finvest Ltd.

D3, District Centre, Saket, New Delhi-110017

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Religare Finvest Limited Annual Report 2012-13

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