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  • Company Info.

    Reliance Capital Ltd.

    Directors Report



    Market Cap.(`) 312.10 Cr. P/BV -0.03 Book Value (`) -415.66
    52 Week High/Low ( ` ) 16/8 FV/ML 10/1 P/E(X) 1.34
    Book Closure 18/09/2018 EPS (`) 9.20 Div Yield (%) 0.00
    You can view full text of the latest Director's Report for the company.
    Year End :2024-03

    The Administrator present the 38th Annual Report and the
    audited financial statement for the financial year ended
    March 31,2024.

    Financial Performance and State of Company’s Affair

    The Financial performance of the Company for the financial
    year ended March 31,2024 is summarised below:

    (' in lakh)

    Particulars

    Standalone

    Consolidated

    March
    31, 2024

    March 31,
    2023*

    March
    31, 2024

    March 31,
    2023*

    Total Revenue

    5 272

    2 098

    24 44 367

    19 31 295

    Profit / (Loss) Before
    Tax

    (23 273)

    (1 70 770)

    48 701

    (1 65 427)

    Tax Expense

    -

    -

    4 536

    10 514

    Profit / (Loss) After
    Tax

    (23 273)

    (1 70 770)

    44 165

    (1 75 941)

    Closing surplus /

    (21 77

    (21 54

    (22 21

    (22 81

    (deficit) in statement
    of profit and loss

    807)

    534)

    134)

    012)

    Transfer to Statutory
    reserve fund**

    -

    -

    -

    -

    * Previous year figures has been regrouped / reclassified wherever
    required.

    **No amount was transferred to the Statutory Reserve Fund
    pursuant to Section 45-IC of the Reserve Bank of India Act, 1934, as
    the Company has incurred loss during the year
    Corporate Insolvency Resolution Process
    The Reserve Bank of India (“RBI”) vide Press Release dated
    November 29, 2021 in exercise of the powers conferred
    under Section 45-IE (1) of the Reserve Bank of India
    Act, 1934 (“RBI Act”), superseded the Board of Directors
    of the Company on November 29, 2021 and appointed
    Shri Nageswara Rao Y, ex-Executive Director of Bank of
    Maharashtra as the Administrator (“Administrator”) of the
    Company under Section 45-IE (2) of the RBI Act. Further,
    in terms of Section 45-IE(4)(b) all the powers, functions and
    duties, which may, by or under the provisions of the RBI Act
    or any other law for the time being in force, be exercised
    and discharged by or on behalf of the Board of Directors of
    the Company or by a resolution passed in general meeting
    of the Company, shall, until the Board of Directors of the
    Company is reconstituted, be exercised and discharged by
    the Administrator.

    Thereafter RBI vide press release dated November 30, 2021
    in exercise of its powers conferred under Section 45-IE (5)
    of RBI Act constituted a three-member advisory committee
    to assist the Administrator in the discharge of his duties. The
    Advisory Committee was dissolved by RBI with effect from
    February 27, 2024.

    On December 02, 2021 the RBI filed a petition before the
    Hon'ble National Company Law Tribunal, Mumbai Bench
    (“NCLT”/”Adjudicating Authority”) (“NCLT) under Section 227
    read with Section 239(2)(zk) of the Insolvency and Bankruptcy
    Code, 2016 (“Code”) read with Rule 5 and 6 of the Insolvency
    and Bankruptcy (Insolvency and Liquidation Proceedings of
    Financial Service Providers and Application to Adjudication
    Authority) Rules, 2019 (“FSP Rules”) to initiate Corporate

    Insolvency Resolution Process (“CIRP”) against the Company.
    Thereafter, CIRP was initiated against the Company by an
    order of the NCLT dated December 06, 2021. The NCLT vide
    the said order, appointed the Administrator to perform all the
    functions of a resolution professional to complete the CIRP of
    the Company as required under the provisions of the Code
    and declared a moratorium.

    Thereafter, the resolution plan submitted by IndusInd
    International Holdings Limited (“IIHL”), for the acquisition
    of the Company on a going concern basis was approved
    (“Approved Resolution Plan”) by the Hon'ble NCLT vide its
    order dated February 27, 2024 (“NCLT Approval Order”).

    A Monitoring Committee (“MC”) has been constituted in terms
    of the Approved Resolution Plan and MC is the decision¬
    making committee to do all such acts, deeds, matters and
    things which shall be required for implementation of the
    Approved Resolution Plan including but not limited to transfer
    of assets or investments as articulated in the Approved
    Resolution Plan.

    The MC comprises of (a) three representatives nominated
    by IIHL; (b) three representatives nominated by the Financial
    Creditors and (c) the Administrator. The Administrator is
    currently acting as the Chairperson of the MC.

    A detailed summary highlighting the significant portions of
    the Approved Resolution Plan along with the NCLT Approval
    Order has been intimated to the stock exchanges where
    the securities of the Company are listed, vide letter dated
    February 28, 2024 and the same is available on the website
    of the Company and Stock Exchanges.

    In terms of the Approved Resolution Plan, the securities of
    RCL including its equity shares will stand delisted from the
    stock exchanges in accordance with the NCLT Approval Order
    read with SEBI (Delisting of Equity Shares) Regulations, 2021.
    As per the Approved Resolution Plan, the liquidation value
    of the equity shareholder of RCL is NIL and hence, equity
    shareholders will not be entitled to receive any payment, and
    no offer will be made to any shareholder of RCL.

    Upon implementation of the Approved Resolution Plan the
    entire existing share capital of RCL is proposed to be cancelled
    and extinguished for NIL consideration by virtue of the NCLT
    Approval Order such that IIHL and/or the Implementing Entity,
    and its nominees, are the only shareholders of RCL.

    Further, IIHL has filed an application with Hon'ble NCLT for
    seeking an extension of 90 days from May 27, 2024, for the
    implementation of the Approved Resolution Plan. The Hon'ble
    NCLT, by and under its order dated July 23, 2024, partly
    allowed the said application (“July 23 Order”). On July 30,
    2024, IIHL has filed another Interlocutory Application being IA
    No. 3853 of 2024 inter alia seeking modification of the July 23
    Order in order to seek certain directions for implementation of
    the Approved Resolution Plan. Pursuant to the directions of
    the Hon'ble NCLT contained in its order dated August 8, 2024,
    in afore referred I.A. No. 3853 of 2024, Aasia Enterprises LLP
    deposited an amount of ' 250 crore in the onshore account
    as designated by COC and another sum of USD 298 million
    equivalent to ' 2,500 crore was deposited by IIHL BFSI (India)
    Limited (Mauritius) in the offshore account as designated by
    COC. The said matter is presently pending before NCLT, The
    Administrator, IIHL, Monitoring Committee and Committee of
    Creditors are working towards successful implementation of
    Approved Resolution Plan.

    Resources and Liquidity

    The Company has not borrowed any funds since August 2019.
    Core Investment Company

    The Company is a Core Investment Company (‘CIC')
    registered with Reserve Bank of India under the Master
    Direction - Core Investment Companies (Reserve Bank)
    Directions, 2016.

    Dividend

    Owing to the loss incurred by your Company for the
    financial year under review, no dividend has been declared /
    recommended on Equity Shares for the financial year ended
    March 31,2024.

    Management Discussion and Analysis

    Management Discussion and Analysis Report for the
    year under review as stipulated under the Securities and
    Exchange Board of India (Listing Obligations and Disclosure
    Requirements) Regulations, 2015 (the ‘Listing Regulations')
    and Master Direction - Core Investment Companies (Reserve
    Bank) Directions, 2016 is presented in a separate section,
    forming part of this Annual Report.

    Deposits

    The Company has neither accepted nor renewed any fixed
    deposits during the year. There are no unclaimed deposits,
    unclaimed / unpaid interest, refunds due to the deposit holders
    or to be deposited to the Investor Education and Protection
    Fund as on March 31,2024.

    Particulars of Loans, Guarantees or Investments

    The Company is registered as Core Investment Company with
    RBI. Thus, the provision of Section 186 except sub-section (1)
    of the Companies Act 2013 (‘the Act') is not applicable to the
    Company.

    Promoter and Persons belonging to Promoter Group

    The Company had during the financial year 2022-23 received
    a request from ‘Promoter and Persons belonging to Promoter
    Group' of the Company, seeking reclassification as ‘Public'
    under Regulation 31A of the Listing Regulations. The
    Promoter and Persons belonging to Promoter Group seeking
    reclassification, together hold 22,26,366 equity shares of the
    Company constituting approximately 0.88%, which is not more
    than one percent of the total voting rights in the Company.
    The Company had submitted the application with respect
    to reclassification under Regulation 31A(3) of the Listing
    Regulations with the stock exchanges viz. BSE Limited and
    the National Stock Exchange of India Limited and response
    from the stock exchanges is awaited.

    Subsidiary and Associate companies

    During the year under review, there are no companies
    which have become Subsidiary / Associate company of the
    Company. The summary of the performance and financial
    position of each of the subsidiary and associate companies
    are presented in Form AOC-1 and of major subsidiaries and
    associates are mentioned in Management Discussion and
    Analysis Report forming part of this Annual Report. Also, a
    report on the performance and financial position of each of
    the subsidiary and associate companies as per the Act is
    provided in the consolidated financial statement. The Policy for
    determining material subsidiary companies may be accessed

    on the Company's website at https://www.reliancecapital.
    co.in/pdf/Policy-for- Determination-of-Material-Subsidiary.pdf.

    Standalone and Consolidated Financial Statement

    The audited financial statement of the Company drawn up,
    both on standalone and consolidated basis, for the financial
    year ended March 31, 2024, are in accordance with the
    requirements of the Companies (Indian Accounting Standards)
    Rules, 2015, the (“Ind AS Rules”) prescribed under Section
    133 of the Companies Act, 2013, read with the relevant rules
    and other accounting principles. The Consolidated Financial
    Statement have been prepared in accordance with Ind AS
    and relevant provisions of the Act based on the financial
    statement received from subsidiary and associate companies,
    as approved by their respective Board of Directors.

    Directors

    The Reserve Bank of India (RBI) vide Press Release dated
    November 29, 2021 in exercise of the powers conferred under
    Section 45-IE (1) of the Reserve Bank of India Act, 1934 (RBI
    Act) superseded the Board of Directors of your Company on
    November 29, 2021 and the RBI appointed Mr. Nageswara
    Rao Y as the Administrator of your Company under Section
    45-IE (2) of the RBI Act. Pursuant to Section 45-IE (4)(b) of
    the RBI Act, all the powers, functions and duties, which may,
    by or under the provisions of the RBI Act or any other law
    for the time being in force, be exercised and discharged by
    or on behalf of the Board of Directors of such non-banking
    financial company or by a resolution passed in general
    meeting of such non-banking financial company, shall, until
    the Board of Directors of such company is reconstituted, be
    exercised and discharged by the Administrator referred to in
    sub-section (2) of Section 45-IE of the RBI Act. Thereafter, RBI
    vide its Press Release dated November 30, 2021, in exercise
    of the powers conferred under Section 45-IE 5(a) of the RBI
    Act, constituted a 3 (three) member Advisory Committee
    to assist the Administrator in discharge of his duties and to
    advise the Administrator in the operations of your Company
    during the Corporate Insolvency Resolution Process (CIRP).
    Upon approval of the Resolution Plan by NCLT, RBI has
    dissolved the Advisor Committee w.e.f. February 27, 2024.
    A Monitoring Committee (“MC”) has been constituted in terms
    of the Approved Resolution Plan to manage the operations
    of the Company on a going concern basis and MC is the
    decision-making committee.

    Key Managerial Personnel (KMP)

    During the year Shri Nageswara Rao Y. - Administrator, Shri
    Atul Tandon - Company Secretary & Compliance Officer and
    Shri Aman Gudral - Chief Financial Officer were the KMPs.
    There was no change.

    Evaluation of Directors, Board and Committees

    The Reserve Bank of India in exercise of its powers conferred
    under Section 45-IE (1) of the Reserve Bank of India Act, 1934,
    vide its notification dated November 29, 2021, superseded the
    Board of Directors of the Company and all the Directors of the
    Company vacated their office and Committees constituted by
    the Board stood dissolved on November 29, 2021. In view
    of the above, evaluation of performance of Directors, Board
    or the Committees could not be carried out and no separate
    meeting of Independent Directors could be held.

    Policy on appointment and remuneration for Directors,
    Key Managerial Personnel and Senior Management
    Employees

    The Company has devised a policy for selection, appointment
    and remuneration of Directors, Key Managerial Personnel
    and Senior Management Employees and has also formulated
    the criteria for determining qualifications, positive attributes
    and independence of Directors The Policy has been put up on
    the Company's website at https://www.reliancecapital.co.in/
    Policies.aspx.

    Directors’ Responsibility Statement

    The financial statements of your Company for the financial
    year ended March 31,2024 have been taken on record by the
    Administrator while discharging the powers of the erstwhile
    Board of Directors of your Company which were conferred
    upon him by the RBI vide its press release dated November
    29, 2021 and subsequently, powers conferred upon him in
    accordance with the NCLT Order dated December 6, 2021
    to run your Company as a going concern during CIRP Hence
    the financial statements for the year ended March 31, 2024,
    have been prepared on “going concern” assumptions.

    The Administrator has relied on information, data, and
    clarification provided by Key Managerial Personnel (KMP's)
    of the Company for the purpose of the financial results.

    The Administrator has signed the financial statements
    solely for the purpose of compliance and discharging the
    powers of the Board of Directors during the CIRP period of
    your Company and in accordance with the provisions of the
    Companies Act, 2013, IBC, read with the relevant regulations
    and rules thereunder and subject to the following:

    (i) The Administrator has taken charge with effect from
    November 29, 2021 and therefore was not in control of
    the operations or the management of the Company prior
    to November 29, 2021;

    (ii) The Administrator has furnished and signed the report in
    good faith and accordingly, no suit, prosecution or other
    legal proceeding shall lie against the Administrator in
    terms of Section 233 of the Code;

    (iii) The Administrator, while signing this statement of financial
    statements for the year ended March 31,2024, has relied
    solely upon the assistance provided by the existing staff
    and present Key Managerial Personnel (KMPs) of the
    Company in review of the financial statements as well
    as the certifications, representations and statements
    made by the KMPs of the Company, in relation to these
    financial results. The statement of financial results of
    the Company for the year ended March 31, 2024 have
    been taken on record by the Administrator solely on the
    basis of and on relying on the aforesaid certifications,
    representations and statements of the aforesaid existing
    staff and present key management personnel (KMPs).
    For all such information and data, the Administrator
    has assumed, without any further assessment, that
    such information and data are in conformity with the
    Companies Act, 2013 and other applicable laws with
    respect to the preparation of the financial results and
    that they give a true and fair view of the position of the
    Company as of the dates and period indicated therein.

    Further, to comply with the provisions of Section 134(5) of the
    Companies Act, 2013, the Administrator further confirms that:

    i. In the preparation of the annual financial statement for
    the financial year ended March 31, 2024, the applicable
    Accounting Standards had been followed along with
    proper explanation relating to material departures, if any;

    ii. The Administrator had 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 of March 31,2024 and of the loss of the Company for
    the year ended on that date;

    iii. The Administrator had taken proper and sufficient care
    for the maintenance of adequate accounting records in
    accordance with the provisions of the Companies Act,
    2013 for safeguarding the assets of the Company and for
    preventing and detecting fraud and other irregularities;

    iv. The Administrator had laid down proper internal financial
    controls to be followed by the Company and such financial
    controls are adequate and are operating effectively; and

    v. The Administrator had devised proper systems to ensure
    compliance with the provisions of all applicable laws and
    that such systems are adequate and operating effectively.

    Contracts and Arrangements with Related Parties

    All contracts / arrangements / transactions entered into / by
    the Company for the financial year ended March 31, 2024,
    with related parties were on an arm's length basis and in
    the ordinary course of business. There were no materially
    significant related party transactions which could have
    potential conflict of interest with the Company at large.

    During the year, the Company has not entered into any
    contract / arrangement / transaction with related parties which
    could be considered material in accordance with the policy of
    Company on materiality of related party transactions or which
    is required to be reported in Form AOC - 2 in terms of section
    134 (3)(h) read with Section 188 of the Act and Rule 8(2) of
    the Companies (Accounts) Rules, 2014.

    The policy on Related Party Transactions as approved by
    the Board is uploaded on the Company's website at the link
    http://www.reliancecapital.co.in/pdf/Policy_for_Related_
    Party_Transaction. pdf. Your attention is drawn to Note No.
    35 to the Standalone Financial Statement which sets out
    related party disclosures pursuant to Ind-AS and Schedule V
    of Listing Regulations.

    As part of the CIRP, your Company is required to undertake
    Related Party Transactions only after the approval of the
    Committee of Creditors as per the provisions of Section 28 of
    the Code. Accordingly, your Company has identified related
    parties as per Section 5(24) of the Code and appropriate
    approvals were sought from the Committee of Creditors for
    such transactions.

    Material Changes and Commitments if any, affecting the
    financial position of the Company

    There were no material changes and commitments affecting
    the financial position of the Company which have occurred
    between the end of the financial year and the date of this
    Report.

    Meetings of the Board

    Due to supersession of Board of Directors by RBI no Board
    Meetings were held during the year 2023-24. Further, 4 (four)
    Advisory Committee meetings were held during the year
    2023-24.

    Audit Committee and other board committees

    Pursuant to the RBI superseding the Board of Directors of
    the Company on November 29, 2021, all Committees of the
    Company stood dissolved. Accordingly, the Administrator
    along with the Advisory Committee oversee the responsibility
    of the Audit Committee and other Board Committees.
    Appointment and cessation of Statutory Auditors
    M/s. G. D. Apte & Co., Chartered Accountants (Registration
    no.100515W), appointed as Statutory Auditors
    w.e.f. September 20, 2024, to hold office as Statutory Auditors
    for a period of three consecutive years till the conclusion of
    the 41st Annual General Meeting

    M/s. Gokhale & Sathe, Chartered Accountants, (Registration
    no. 103264W), ceased to be the Statutory Auditors
    w.e.f. September 19, 2024, upon completion of their terms as
    Statutory Auditors

    As per the requirements of Guidelines dated April 27, 2021,
    issued by the Reserve Bank of India (RBI) for Appointment of
    Statutory Central Auditors (SCAs) / Statutory Auditors (SAs)
    of Commercial Banks (excluding RRBs), UCBs and NBFCs
    (including HFCs), the Company has received a declaration
    from M/s. G. D. Apte & Co., Chartered Accountants, confirming
    their eligibility to continue to act as Statutory Auditors of the
    Company.

    Auditors and Auditors’ Report

    M/s. Gokhale & Sathe, Chartered Accountants, in their Report
    to the Members, have given the following qualified opinion and
    the response of the Administrator with respect to them are as
    follows: -

    1. We draw attention to Note no. 47 (b) to the Statement
    which explains that the amount of the claims including
    claims on account of corporate guarantees invoked,
    admitted or to be admitted by the Administrator may
    differ from the amount reflecting in the books of account
    of the Parent Company. Pending implementation of
    approved resolution plan, no adjustments have been
    made in the books for the differential amounts, if any, in
    the claims admitted as on the date of the financial results
    as compared to the liabilities reflected in the books of
    account of the Parent Company.

    2. We draw attention to Note no. 47 (c) of the Consolidated
    Financial Statements which explains that in view of the
    pending implementation of approved resolution plan,
    the Parent Company has provided for interest expense
    which may be applicable on the financial debt only upto
    December 06, 2021. Accordingly, interest expense for
    the year ended March 31,2024 amounting to
    ' 1,60,085
    lakh has not been recognized. Had such interest been
    recognized, the profit before tax for the year ended
    March 31, 2024 would have been lower by
    ' 1,60,085
    lakh respectively. Further, the aggregate interest
    expense not recognized by the Parent Company post
    December 6, 2021 is
    ' 3,70,007 lakh. And had such

    interest been recognized, the net worth of the Group as
    at March 31,2024 would have been lower by
    ' 3,70,007
    lakh.

    3. We have been informed that certain information including
    the minutes of meetings of the Committee of Creditors
    (CoC) are confidential in nature and accordingly has
    not been shared with us. The Administrator and the
    management have confirmed that the CoC discussions
    held during the year do not have any implications on
    the financial statements since resolution plan is yet to
    approved by CoC.

    4. In respect of Reliance Corporate Advisory Services
    Limited (“RCASL”), as per the independent auditor's
    report, interest on borrowings for the year ended
    March 31, 2024, to the tune of
    ' 16,582 lakh has
    not been provided for as required under Ind AS 23
    “Borrowing Costs”. Had such interest been provided, the
    reported loss for the year would have been higher by
    ?16,582 lakh. Further, the auditor is unable to comment
    on the realisability of outstanding loans and advances
    of
    ' 71,350 lakh (of which ' 8,027 lakh has been
    provided for) and investment of
    ' 42,500 lakh as at
    March 31,2024.

    5. We draw attention to Note no. 46 (a) of the Statement
    which explains that the Parent Company has been
    admitted under the CIRP process effective December
    06, 2021 and as stipulated under Section 20 of the IBC,
    it is incumbent upon the Administrator to manage the
    operations of the Parent Company as a going concern.
    The Administrator had filed an application before the
    NCLT for approval of resolution plan submitted by IIHL
    which was approved by the NCLT on February 27, 2024
    (“Approved Resolution Plan”). Accordingly, the financial
    results for the quarter and year ended March 31, 2024
    have been prepared on going concern basis. However,
    the Parent Company has defaulted in repayment of the
    obligations to the lenders and debenture holders which
    is outstanding, has incurred losses during the period
    as well as during the previous periods, has reported
    negative net worth as at March 31, 2024 and previous
    periods, and as described in Note no. 19 (a) the asset
    cover for listed secured non-convertible debentures
    of the Parent Company has fallen below one hundred
    percent. An application has also been filed with the NCLT
    seeking an extension of 90 days from May 27, 2024 for
    the implementation of the Approved Resolution Plan.
    These events indicate that material uncertainty exists,
    that may cast significant doubt on the Parent Company's
    ability to continue as a going concern.

    Response to Qualification

    Your Company is under CIRP and all claims and repayment
    obligations to lenders and debenture holders and impairment
    loss on assets and write back of liabilities shall be dealt as
    per CIRP. No fraud has been reported by the Auditors to the
    Administrator.

    Secretarial Audit and Secretarial Compliance Report

    Pursuant to the provisions of Section 204 of the Act read
    with the Companies (Appointment and Remuneration of
    Managerial Personnel) Rules, 2014, the Company had

    appointed M/s. Aashish K. Bhatt & Associates, Practicing
    Company Secretaries, to undertake the Secretarial Audit of
    the Company.

    The Audit Report of the Secretarial Auditors of the Company
    and its material subsidiary for the financial year ended
    March 31, 2024 are attached hereto as Annexures A1 and
    A2. Pursuant to Regulation 24A of the Listing Regulations,
    the Company has obtained Annual Secretarial Compliance
    Report from a Practicing Company Secretary on compliance
    of all applicable SEBI Regulations and circulars / guidelines
    issued there under and the same were submitted with the
    Stock Exchanges. The observations and comments given by
    the Secretarial Auditor in their Report are self-explanatory and
    hence do not call for any further comments under Section 134
    of the Act.

    Secretarial Standards

    During the year under review, the Company has complied with
    the applicable Secretarial Standards issued by the Institute of
    Company Secretaries of India.

    Maintenance of Cost Records

    The Central Government has not specified maintenance of
    cost records, for any of the products of the Company, under
    Section 148(1) of the Act.

    Annual Return

    As required under Section 134(3)(a) of the Act, the
    Annual Return for the financial year 2023-24, is put
    up on the Company's website and can be accessed at
    https://www.reliancecapital.co.in/ Annual-Reports.aspx.
    Particulars of Employees and related disclosures

    (a) Employees Stock Option Scheme(s)

    Employees Stock Option Scheme(s) (ESOS 2015 and
    ESOS 2017) were approved and implemented by the
    Company and Options were granted to the employees
    in accordance with guidelines applicable to ESOS.
    The existing ESOS Scheme and Plans are in compliance
    with the Securities and Exchange Board of India
    (Share Based Employee Benefits and Sweat Equity)
    Regulations, 2021 (SEBI Regulations).

    The Company has received a certificate from the
    Secretarial Auditors of the Company that the ESOS 2015
    and ESOS 2017 have been implemented in accordance
    with the SEBI Regulations and as per the resolution
    passed by the members of the Company authorising
    issuance of the said Options. The details as required
    to be disclosed under SEBI Regulations are put on the
    Company's website at http://www.reliancecapital.co.in/
    ESOS-Disclosure.aspx.

    (b) Other Particulars

    In terms of the provisions of Section 197(12) of the Act read
    with Rule 5(2) and 5(3) of the Companies (Appointment
    and Remuneration of Managerial Personnel) Rules,
    2014, as amended, a statement showing the names and
    other particulars of the employees drawing remuneration
    in excess of the limits set out in the said Rules are
    provided in the Annual Report, which forms part of this
    Report. Disclosures relating to the remuneration and
    other details as required under Section 197(12) of the Act
    read with Rule 5(1) of the Companies (Appointment and

    Remuneration of Managerial Personnel) Rules, 2014, as
    amended, are also provided in the Annual Report, which
    forms part of this Report. However, having regard to the
    provisions of second proviso to Section 136(1) of the
    Act, the Annual Report excluding the aforesaid information
    is being sent to all the members of the Company and
    others entitled thereto. The said information is available
    for inspection up to the date of the Meeting. Any member
    interested in obtaining the same may write to the
    Company Secretary and the same will be furnished on
    request.

    Conservation of Energy, Technology Absorption and
    Foreign Exchange Earnings and Outgo

    The Company is a Non-Banking Financial Company and
    does not involve in any manufacturing activity, most of the
    information as required under Section 134(3)(m) of the Act
    read with Rule 8 of the Companies (Accounts) Rules, 2014
    are not applicable. However, the information as applicable
    has been given in Annexure - B forming part of this Report.

    Corporate Governance

    The report on Corporate Governance as stipulated under
    Regulation 34(3) read with Para C of Schedule V of the
    Listing Regulations and Chapter VII Master Direction - Core
    Investment Companies (Reserve Bank) Directions, 2016, as
    amended, is presented in separate section forming part of this
    Annual Report.

    A Certificate from M/s. Aashish K. Bhatt & Associates,
    Practicing Company Secretaries confirming compliance to
    the conditions of Corporate Governance as stipulated under
    Para E of Schedule V of the Listing Regulations is enclosed
    to this Report.

    Ombudspersons & Whistle Blower (Vigil Mechanism)

    The Company has formulated an Ombudspersons & Whistle
    Blower (Vigil Mechanism) policy. No person has been denied
    for direct access to the Administrator. The details of the same
    have been stated in the Report on Corporate Governance
    and the policy can be accessed on the Company's website.
    Further, every individual has access to Administrator at
    his personal e-mail id that has been provided vide public
    announcement. During the CIRP, the Administrator intends to
    implement the relevant guidelines in true spirit.

    Risk Management

    The Company has laid down a Risk Management Policy to
    identify the inherent risks, assess, evaluate and monitor these
    risks continuously and undertake effective steps to manage
    these risks. More details on Risk Management indicating
    development and implementation of Risk Management Policy
    including identification of elements of risk and their mitigation
    are covered in Management Discussion and Analysis section,
    which forms part of this Report.

    Compliance with provisions of Sexual Harassment
    of Women at workplace (Prevention, Prohibition and
    Redressal) Act, 2013

    The Company is committed to uphold and maintain the
    dignity of woman employees and it has in place a policy
    which provides for protection against sexual harassment of
    women at work place and for prevention and redressal of
    such complaints. During the year, no such complaints were

    received. The Company has also constituted an Internal
    Complaints Committee under the Sexual Harassment of
    Women at workplace (Prevention, Prohibition and Redressal)
    Act, 2013.

    Corporate Social Responsibility

    Pursuant to the RBI superseding the Board of Directors of
    the Company on November 29, 2021, all Committee's of the
    Company stood dissolved. Accordingly, the Administrator
    alongwith the Advisory Committee overlook the responsibility
    of the CSR Committee. Your Company has in place a
    Corporate Social Responsibility Policy (CSR Policy), as per
    the provisions of the Companies Act, 2013 and the Companies
    (Corporate Social Responsibility Policy) Rules, 2014, as
    amended, which lays down the activities to be undertaken
    by the Company. The CSR policy may be accessed on the
    Company's website at the link; https://www.reliancecapital.
    co.in/Policies.aspx.

    Since the Company is under CIRP and there are no average
    net profits for the Company during the previous three financial
    years, no funds were set aside and spent by the Company
    towards Corporate Social Responsibility, during the year
    under review, accordingly there are no disclosures to be made
    with respect to CSR activities.

    Significant and material Orders passed by the Regulators
    or Courts or Tribunal

    Reserve Bank of India (“RBI”), in exercise of its powers under
    Section 45-IE(1) of the Reserve Bank of India Act, 1934 (“RBI
    Act”) superseded the Board of Directors of Reliance Capital
    Limited (“Company”) on November 29, 2021. Accordingly,
    the RBI appointed Mr. Nageswara Rao Y as the administrator
    of the Company under Section 45-IE(2) of the RBI Act. The
    Company is under CIRP in accordance with IBC code, 2016
    read with IBC (Financial service Provider) Rules, 2019 and
    Mumbai bench of NCLT has passed order dated December
    06, 2021 according to which the Company is under moratorium
    under Section 14 of the Code pursuant to which the following
    actions are prohibited;

    (a) institute suits or continue pending suits or proceedings
    against the corporate debtor including execution of any
    judgment, decree or order in any court of law, tribunal,
    arbitration panel or other authority;

    (b) transfer, encumber, alienate or dispose of any of its
    assets or any legal right or beneficial interest therein;

    (c) any action to foreclose, recover or enforce any security
    interest created by the corporate debtor in respect of its
    property including any action under the Securitisation
    and Reconstruction of Financial Assets and Enforcement
    of Security Interest Act, 2002;

    (d) recovery of any property by an owner or lessor where
    such property is occupied by or in the possession of the
    corporate debtor. As disclosed previously, the Company
    was prohibited from making any payment to secured
    or unsecured creditors and to dispose of, alienate,
    encumber either directly or indirectly or otherwise
    part with the possession, of any assets except in the
    ordinary course of business such as payment of salary
    and statutory dues, vide (a) orders dated December
    3, 2019 and December 5, 2019 passed by the Hon'ble

    Debts Recovery Tribunal; (b) orders dated November 20,
    2019 and March 15, 2021 passed by the Hon'ble Delhi
    High Court; and, Orders dated November 28, 2019,
    November 4, 2020, and March 5, 2021 passed by the
    Hon'ble Bombay High Court.

    The Administrator has taken steps for seeking confirmations
    from various forums where litigations have been levied on the
    Company for disposal of assets, that such injunctions will not
    be applicable during CIRP.

    Internal Financial Control Systems and their adequacy

    The Company has in place adequate internal financial control
    systems across the organisation. The same is subject to
    periodical review by the Administrator & Advisory Committee
    for its effectiveness. During the year, such controls were
    tested and no reportable material weakness in the design or
    operation was observed.

    General

    During the year under review there were no reportable events
    in relation to issue of equity shares with differential rights as
    to dividend, voting or otherwise, issue of sweat equity shares
    to the Company's Directors or Employees and one-time
    settlement with any Bank or Financial Institution.

    In terms of the Approved Resolution Plan, the securities of
    RCL including its equity shares will stand delisted from the
    stock exchanges in accordance with the NCLT Approval Order
    read with SEBI (Delisting of Equity Shares) Regulations, 2021.
    As per the Approved Resolution Plan, the liquidation value
    of the equity shareholder of RCL is NIL and hence, equity
    shareholders will not be entitled to receive any payment,
    and no offer will be made to any shareholder of RCL. On
    account of the aforesaid, trading in the equity shares of the
    Company has been suspended w.e.f. March 1,2024 in terms
    of BSE notice no. 20240229-16 and NSE Notice No. NSE/
    CML/60913/0381/2024 both dated February 29, 2024.
    Acknowledgment

    Your Company would like to express their sincere appreciation
    for the co-operation and assistance received from Committee
    of Creditors, Advisory Committee, Monitoring Committee,
    shareholders, debenture holders, debenture trustee, bankers,
    financial institutions, regulatory bodies and other business
    constituents during the year under review. Your Company also
    wishes to place on record their deep sense of appreciation for
    the commitment displayed by all executives, officers and staff.
    For and on behalf of

    Reliance Capital Limited

    Nageswara Rao Y

    Administrator

    Mumbai

    December 2, 2024

  • Reliance Capital Ltd.

    Company News



    Market Cap.(`) 312.10 Cr. P/BV -0.03 Book Value (`) -415.66
    52 Week High/Low ( ` ) 16/8 FV/ML 10/1 P/E(X) 1.34
    Book Closure 18/09/2018 EPS (`) 9.20 Div Yield (%) 0.00
    You can view the latest news of the Company.

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