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Act, 1934 (“RBI Act”), superseded the Board of Directors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
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