Dear Shareowners,
Your Directors present the First Annual Report (Post Completion of
Corporate Insolvency Resolution Process CIRP) and the audited financial statement for the
financial year ended March 31, 2025.
Financial Performance and State of Company's Affairs
The Financial performance of the Company for the financial year ended
March 31, 2025 is summarised below:
Particulars |
Standalone |
Consolidated |
|
March 31, |
March 31, |
March 31, |
March 31, |
|
2025 |
2024* |
2025 |
2024* |
|
(' in lakh) |
(' in lakh) |
(' in lakh) |
(' in lakh) |
Total Revenue |
2,02,743 |
32,887 |
22,83,334 |
24,44,367 |
Profit / (Loss) Before Tax |
(1,41,518) |
(23,273) |
(4,62,349) |
48,701 |
Tax Expense |
(514) |
- |
3,230 |
4,536 |
Profit / (Loss) After Tax |
(1,41,004) |
(23,273) |
(4,65,579) |
44,165 |
Closing surplus / (deficit) in
statement of profit and loss |
1,73,190 |
(21,77,807) |
(1,52,749) |
(22,21,137) |
Transfer to statutory reserve
fund** |
|
|
|
|
Previous year figures have 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 (CIRP) of the Company and its
completion:
a. 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Reserve Bank of India Act, 1934 (“RBI Act”), superseded the Board of Directors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 of the Company under Section 45-IE
(2) of the RBI Act.
b. Thereafter RBI vide press release dated November 30, 2021, in
exercise of its powers conferred under Section 45-IE (5)(a) of RBI Act constituted a
three- member advisory committee to assist the Administrator in the discharge of his
duties.
c. On December 2, 2021 the RBI filed the Petition before the Hon'ble
National Company Law Tribunal, Mumbai Bench (“NCLT”/ “Adjudicating
Authority”) under subClause (i) of clause (a) of Rule 5 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 RCL read with Section
227 of Insolvency and Bankruptcy Code, 2016, read with the rules and regulations framed
there under and amended from time to time (the “Code”).
d. Further CIRP was initiated against the Company under Section 227
read with clause (zk) of sub section
(2) of section 239 of the Code and read with rules 5 and 6 of the FSP
Rules by an order dated December 6, 2021 of the NCLT. The Adjudicating Authority vide the
above 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.
e. The resolution plan submitted by IndusInd International Holdings
Limited (“IIHL”), for acquisition of Reliance Capital Limited on a going concern
basis was approved (“Approved Resolution Plan”) by the Hon'ble NCLT by its order
dated February 27, 2024 (“NCLT Approval Order”)
f. A Monitoring Committee (“MC”) was constituted in terms of
the Approved Resolution Plan to manage the operations of the Company on a going concern
basis and MC was the decision-making committee to do all such acts, deeds, matters and
things which were 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.
g. In terms of the Approved Resolution Plan, the securities (Equity and
NCDs) of RCL were delisted with effect from February 13, 2025 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 then
existing equity shareholder of RCL was determined as NIL and hence, then existing equity
shareholders were not entitled to receive any payment. Upon implementation of the Approved
Resolution Plan the entire existing
share capital of RCL was 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.
h. The following are the components of the total amount provided under
the Approved Resolution Plan (' 9,86,100 lakh):
(i) Upfront Cash Amount: ' 9,65,000 lakh
(ii) Amount for “Avoidance Transactions” under IBC 2016: '
1,100 lakh
(iii) Reimbursement for amount infused by the CoC in Reliance General
Insurance Company Limited (“RGIC”): ' 20,000 lakh
Implementation of Approved Resolution Plan
(A) Steps for Implementation of Approved Resolution Plan:
a. The Company on March 10, 2025, sold the following investments to
Aasia Enterprises LLP, an implementing entity, at Purchase Consideration Amount of '
3,20,000 lakh:
(i) 6,60,89,400 equity shares of Reliance General Insurance Company
Limited (“RGIC”) constituting 24.95% of the total share capital of RGIC;
(ii) 31,10,44,110 equity shares of Reliance Nippon Life Insurance
Company Limited (“RNLIC”) constituting 26% of the total share capital of RNLIC;
and
(iii) 5,04,14,000 equity shares of Reliance Health Insurance Limited
(“RHIL”) constituting 26% of the total share capital of RHIL.
b. The Company also sold the 100% equity share capital of Reliance
Financial Limited (“RFL”) and Reliance Wealth Management Limited
(“RWML”) to Cyqurex Technologies Private Limited for a total consideration of '
4,696 lakh on March 10, 2025.
c. The Company has issued and allotted on
March 11, 2025, 25,000 lakh New Equity Shares of ' 10 each at par
aggregating to ' 2,50,000 lakh to IIHL BFSI (India) Limited (Mauritius), an implementing
entity as per the Approved Resolution Plan.
d. The Company has issued and allotted on
March 18, 2025, 4,300 secured, unlisted,
non-convertible debentures of '1,00,00,000/- each aggregating to
'4,30,000 lakh on a private placement basis to certain identified investors.
e. With the above, IIHL has deposited Resolution Amount of ' 9,86,100
lakh on March 19, 2025 in terms of the Approved Resolution Plan in entire settlement and
extinguishment of dues as per the Approved Resolution Plan. The Distribution of Resolution
Plan Amount was done by the Administrator in terms of the resolution passed by the
Committee of Creditors.
f. As on March 19, 2025 the admitted claims under CIRP were ' 26,08,026
lakh, out of total admitted claim ' 25,33,669 lakh pertains to financial (secured and
unsecured) and ' 74,357 lakh pertains to operational and other creditors. The Company has
distributed ' 10,20,962 lakh to various class of creditors as per the approved waterfall
mechanism. The remaining claim of financial creditors amounting to Rs 15,39,985 lakh
(existing debt 2, in term of Approved Resolution Plan) was converted into equity share of
the Company at par. The entire existing share capital of the Company including all
outstanding equity shares (including any part of financial debt of financial creditor
which were converted to equity), were cancelled and extinguished for NIL consideration on
March 19, 2025, such that IIHL and its nominees are the only shareholders of the Company,
g. The Company has successfully settled all admitted claims and
liabilities in terms of the Approved Resolution Plan.
h. From the NCLT Approval Date, all inquiries, investigations,
attachments, notices, show cause notices, causes of action, suits, settlement agreements,
claims, disputes, criminal proceedings, tax proceedings, litigation, arbitration or other
judicial, regulatory or administrative proceedings in connection with the Company or
affairs of the Company any judicial or quasi judicial authority or any rating agency
against the Company pending or threatened, present or future in relation to any period
prior to the NCLT Approval Date from any Person or Governmental Authority, or arising on
account of implementation of Resolution Plan shall stand withdrawn and dismissed and all
liabilities and obligations therefore, whether or not set out in the balance sheets of the
Company or the profit and loss account statements of the Company will be deemed to have
been permanently extinguished and no adverse orders passed in the said matters should
apply to the Company. Further, all new inquiries, notices, suits, claims, disputes,
litigations, arbitrations or other judicial, regulatory or investigations, administrative
proceedings will be
barred and will not be initiated or admitted against the Company for
the period prior to Plan Approval Order.
i. Out of the entire Resolution Plan Amount an amount of ' 2,300 lakh
has been kept in escrow account as corpus to be utilised for the Administrator's
litigation and other related expenses.
j. Upon implementation of the Approved Resolution Plan, the Monitoring
Committee appointed Directors on the Board of Company on March 19, 2025 and the Monitoring
Committee was dissolved.
k. Implementation of Resolution Plan submitted by IIHL has been
completed and management and control of RCL has been vested with IIHL w.e.f. March 19,
2025.
l. NCLT at its hearing dated March 25, 2025 had noted the
implementation of Approved Resolution Plan and completion of CIRP of RCL. National Company
Law Appellate Tribunal (NCLAT) on March 24, 2025 also noted completion of implementation
of Resolution Plan by IIHL.
(B) Post Implementation of Resolution Plan
a. Upon appointment of the Board of Directors of the Company, the term
of Shri Nageswara Rao Y, the Administrator of the Company, appointed by RBI under Section
45-IE (2) of the RBI Act, has been completed.
b. In order to give an effect to the Approved Resolution Plan, the
Company has drawn up statements such that it truly reflects the claims verified and the
realizable, fair value of the assets. For this purpose, the Company has carried out
necessary write offs of assets, revaluation of assets, creation of additional liabilities
or expenses or write back of liability or provision in the books of accounts of the
Company. The Company has taken an independent registered valuer report for impairment
testing and fair value assessment of the assets, resultant impact has been taken in the
books of accounts.
c. Further, in terms of the Approved Resolution Plan, all the existing
reserves of the Corporate Debtor under the head 'Other Equity' including balance, if any,
in capital reserve, securities premium account, capital redemption reserve, statutory
reserve fund and general reserve has been transferred to the retained earnings, which
shall be construed as free reserves under Companies Act, 2013 (the 'Act') and all other
applicable provisions of law.
d. Approved Resolution Plan provides that the Resolution Applicant
shall be entitled to transfer, assign, demerge and / or merge the assets and/or
undertakings of the Corporate Debtor to any entity as it deems fit. The Company has
disposed off certain Non-Core Assets and Non-Group Assets and accordingly the following
companies have ceased to be subsidiaries/associates of the Company with effect from April
11, 2025.
Subsidiaries: Reliance Commodities Limited, Reliance Corporate Advisory
Services Limited, Reliance Money Services Private Limited, Reliance Capital Pension Fund
Limited, Reliance Money Precious Metals Private Limited, Reliance ExchangeNext Limited,
Reliance Underwater Systems Private Limited, Quant Capital Private Limited, Quant Broking
Private Limited, Quant Securities Private Limited, Quant Investment Services Private
Limited and Reliance ARC SBI Maan Sarovar Trust.
e. Further, the Company has also transferred / assigned all Non-group
exposure, Credit Facilities / Inter Corporate Deposits and has also disposed off NonCore
Assets and accordingly Ammolite Holding Limited have ceased to be an associate of the
Parent Company with effect from April 23, 2025.
Core Investment Company
The Company is a Core Investment Company ('CIC') registered with the
Reserve Bank of India under the Master Direction - Core Investment Companies (Reserve
Bank) Directions, 2016.
Classification as a Middle Layer NBFC
The Company continues to be classified as a Middle Layer, Systemically
Important Non-deposit taking NBFC (NBFC-ML), for FY 2024-25. This subjects your Company to
enhanced regulatory oversight and reporting requirements, thereby creating a stronger
culture of good governance within the Company.
RBI Guidelines, Public Deposits, and Asset Classification
Your Company has complied with all applicable regulations of the
Reserve Bank of India (RBI). As per Master Direction - Non-Banking Financial Company -
Systemically Important Non-Deposit taking Company and Deposit taking Company (Reserve
Bank) Directions, 2016, the Directors hereby report that the Company did not accept any
public deposits during the year and did not have any public deposits outstanding at the
end of the year.
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.
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, 2025, are in
accordance with the requirements of the Companies (Indian Accounting Standards) Rules,
2015, the (“Ind AS Rules”) prescribed under Section 133 of the Act 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.
Resources and Liquidity
The Net worth of the Company as on March 31, 2025 stood at '6 05 883
lakh and (' 10 671 39 lakh as on March 31, 2024)
Capital Adequacy
The Capital adequacy ratio of the Company is healthy at 57% as on March
31, 2025 (-73% on March 31, 2024) as against minimum capital adequacy requirement of 30%
as mandated by RBI.
Change in Charter Documents
There was a change in the charter documents of the Company during the
period under review. The Articles of Association of the Company was amended on March 26,
2025 to incorporate certain clauses as per the Debenture Trust Deed dated March 9, 2025.
Share Capital
(a) Authorised Share Capital:
The Authorised Share Capital of your Company has been increased from
'30,000 lakh to '4,00,000 lakh, divided into 400,00,00,000 equity shares of '10/- each.
(b) Paid-up Share Capital:
The Company has issued and allotted on March 11, 2025, 25,000 lakh New
Equity Shares of '10 each at par aggregating to '2,50,000 lakh to IIHL BFSI (India)
Limited (Mauritius), an implementing entity as per the Approved Resolution Plan. Further,
the Company has converted remaining claim
(Undischarged Debt) of financial creditors amounting to '15,39,985 lakh
(existing debt 2, in term of Approved Resolution Plan) into equity share of the Company at
par and issued 15,39,98,46,470 notional equity shares for Undischarged Debt on March 19,
2025.
The entire existing share capital (25,27,08,902 equity share and
15,39,98,46,470 notional equity shares) of the Company including all outstanding equity
shares (including any part of financial debt of financial creditor which were converted to
equity), were cancelled and extinguished for NIL consideration on March 19, 2025, such
that IIHL BFSI (India) Limited (Mauritius) and its nominees are the only shareholders of
the Company.
The Authorised Share Capital of your Company as on March 31, 2025 is '
4,00,000 Lakh and the Issued, Subscribed and Paid-up Share Capital as on March 31, 2025 is
' 2,50,000 Lakh.
Dividend
During the year under review, the Board of Directors has not
recommended any dividend on the Equity Shares of the Company.
Management Discussion and Analysis
Management Discussion and Analysis Report for the year under review as
stipulated under the Master Direction - Core Investment Companies (Reserve Bank)
Directions, 2016 and voluntary disclosures in terms of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (the 'SEBI Listing Regulations') is presented
in a separate section, forming part of this Annual Report. The Report also presents the
highlights of performance of subsidiaries and associates and their contribution to the
overall performance of the Company during the year under review.
Particulars of Loans, Guarantees or Investments
The Company is registered as Core Investment Company (CIC) with RBI.
Thus, the provisions of Section 186 except sub-section (1) of the Companies Act 2013 is
not applicable to the Company.
Subsidiary and Associate companies
Post implementation of the Resolution Plan and disposal of non-core
assets of the Company following are subsidiaries and associates of the Company:
1. Subsidiaries - Reliance General Insurance Company Limited, Reliance
Health Insurance Limited, Reliance Securities Limited
2. Associates - Reliance Nippon Life Insurance Company Limited,
Reliance Asset Reconstruction Company Limited
The summary of the performance and financial position of the 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.
Directors
Post completion of CIRP, the Monitoring Committee at their meeting held
on March 19, 2025, had appointed the Directors on the Board of the Company pursuant to
approval of NCLT to the Resolution Plan. Upon appointment of the Board of Directors of the
Company, term of Shri Nageshwara Rao Y, the Administrator of the Company, appointed by RBI
under Section 45-IE (2) of the RBI Act, has been completed. The Board of Directors at
their 1st meeting held post completion of CIRP on March 19, 2025 had noted the
appointment of Directors and designation.
As on March 31, 2025 the Board of Directors of the Company comprises of
Shri Arun Tiwari, Independent Director & Chairperson, Shri Shardchandra V Zaregaonkar,
Shri Amar Chintopanth, Ms. Bhumika Batra, Independent Directors and Shri Moses Newling
Harding John, NonExecutive Director.
The Company has received declarations from all the Independent
Directors of the Company confirming that they meet the criteria of Independence as
prescribed under the Act.
Further, based on the written representations received from the
directors as on March 31,2025 taken on record by the Board of Directors, none of the
directors is disqualified from being appointed as a director in terms of Section 164
(2) of the Act.
In the opinion of the Board, the Independent Directors possess the
requisite expertise and experience and are the persons of high integrity and repute. They
fulfil the conditions specified in the Act and the Rules made thereunder and are
independent of the management.
Post Completion of CIRP, the Board of Directors was appointed by the
Monitoring Committee on March 19, 2025, thus the Board of Directors were apprised and
familarised with the Company, nature of the industry in
which the Company operates and related matters at the Board Meetings
held on March 19, 2025 and March 26, 2025. As the Board has been constituted on March 19,
2025, details of programme shall be put up on the website of the Company post completion
of financial year 2025-26.
Key Managerial Personnel
Shri Aman Gudral is the Chief Financial Officer of the Company and was
also appointed by the Board of Directors as Manager of the Company with effect from May
12, 2025 for a period of 3 (three) years commencing from May 12, 2025 subject to the
approval of shareholders and designated as Manager & CFO.
Shri Atul Tandon is the Company Secretary & Compliance Officer of
the Company.
Evaluation of Directors, Board and Committees
The Nomination and Remuneration Committee (NRC) of the Company has
devised a policy for performance evaluation of the individual Directors, Board and its
Committees, which includes criteria for performance evaluation.
Post Completion of CIRP, the Board of Directors was appointed by the
Monitoring Committee on March 19, 2025 thus an annual performance evaluation by the Board
of its own performance, its Committees and individual Directors shall be carried out post
completion of financial year 2025-26.
Policy on appointment and remuneration for Directors, Key Managerial
Personnel and Senior Management Employees
The Nomination and Remuneration Committee of the Board has devised a
policy for selection, appointment and remuneration of Directors, Key Managerial Personnel
and Senior Management Employees. The Committee 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 14 Policy on appointment and remuneration
for Directors Key Managerial Personnel.pdf
Directors' Responsibility Statement
To the best of their knowledge and belief and according to the
information and explanation available /obtained by them, the Directors make the following
statement pursuant to the requirements under Section 134(3) ( C) and 134(5) of the
Companies Act 2013 with respect to Directors' Responsibility Statement :
i. That in the preparation of the annual financial statement for the
financial year ended March 31, 2025, the applicable Accounting Standards had been followed
along with proper explanation relating to material departures, if any;
ii. That such accounting policies as mentioned in the Notes were
selected and applied consistently and that the judgments and estimates were made that are
reasonable and prudent so as to give a true and fair view of the state of affairs of the
Company as at March 31, 2025 and of the loss of the Company for the year ended on that
date;
iii. That the proper and sufficient care has been taken 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. That the annual financial statement for the financial year ended
March 31, 2025 have been prepared on a 'going concern' basis;
v. That the proper internal financial controls were in place and such
financial controls were adequate and operating effectively. The Company is taking constant
steps to further strengthen the same; and
vi. That proper systems were in place 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 during the financial year under review 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 with interest of the
Company at large.
During the year, the Company had not entered into any contract /
arrangement / transaction with related parties which could be considered material in
accordance with the policy of the Company on materiality of related party transactions.
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.
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.
The Policy on Related Party Transactions has been put up on the
Company's website at
https://www.reliancecapital.co.in/PDF/Policies/3_Policy_
on_Related_Party_Transactions.pdf. Your Directors draw attention of the members to Note
No. 35 to the Standalone Financial Statement which sets out related party disclosures
pursuant to Ind-AS.
Meetings of the Board
A calendar of Meetings is prepared and circulated in advance to the
Directors. During the financial year, two Board Meetings were held. Details of meetings
held and attended by each Director are given in the Corporate Governance Report.
Audit Committee
The Audit Committee of the Board was constituted on March 26, 2025. The
Audit Committee of the Board consists of Shri Sharadchandra Vithal Zaregaonkar,
Independent Director as the Chairperson, Shri Amar Chintopanth, Independent Director, Ms.
Bhumika Batra, Independent Director and Shri Moses Newling Harding John, Director as
Members.
Auditors and Auditors' Report
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.
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.
The observations and comments given by the Auditors in their Report
read together with notes on Financial Statement are self-explanatory and hence do not call
for any further comments under Section 134 of the Act.
No fraud has been reported by the Auditors to the Audit Committee or
the Board.
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 Board of
Directors 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 for the
financial year ended March 31, 2025, is attached hereto as Annexure A.
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 2024-25, is put up on the Company's website and can be accessed at https://www . reliancecapital.co.in/Disclosures.
Being an unlisted Company, the disclosure requirements as mentioned
under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, are not applicable to the Company.
The details required under Rule 5(2) and Rule 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, for the year ended
March 31, 2025, are provided in a separate annexure forming part of this Report. In terms
of the proviso to Section 136 of the Act, the Report and the Accounts are being sent to
the Members, excluding the aforesaid Annexure. Any shareholder interested in obtaining a
copy of the same
may write to the Company Secretary, at the Registered Office of the
Company. None of the employees listed in the said Annexure is related to any Director of
the Company.
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. Further, it is hereby confirmed that there has been no change in the
nature of business of your Company.
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 Company has adopted 'Policy on Corporate Governance Framework'
which sets out the systems and processes guided by the core principles of transparency,
disclosure, accountability, compliances, ethical conduct and the commitment to promote the
interests of all stakeholders. The report on Corporate Governance as per the requirements
of the Master Direction - Core Investment Companies (Reserve Bank) Directions, 2016 and
voluntary disclosures in terms of SEBI Listing Regulations 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 SEBI Listing Regulations is enclosed to this
Report.
Whistle Blower Policy / Vigil Mechanism
The Company has formulated a Whistle Blower Policy / Vigil Mechanism.
It provides a channel to the employees to report to the management about unethical
behaviour, actual or suspected fraud, etc. The policy has been overseen by Audit
Committee. No person has been denied for direct access to the Chairperson of the Audit
Committee. The details of the same have been stated in the Report on Corporate Governance
and the policy of the Company's can be accessed at https://www.reliancecapital.co.in/
Disclosures.
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.
The Group Risk Management Committee consisting of Shri Amar
Chintopanth, Independent Director as the Chairperson, Ms. Bhumika Batra, Independent
Director and Shri Moses Newling Harding John, Director, Chief Financial Officer and Chief
Risk Officer as members, periodically reviews Risk Management. The periodical update on
the risk management practices and mitigation plan of the Company and subsidiaries are
presented to the Audit Committee and Board of Directors. The Audit Committee and Board
periodically review such updates and findings and suggest areas where internal controls
and risk management practices can be improved. 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 women
employees and it has in place a policy which provides for protection against sexual
harassment of women at workplace 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.
Disclosure under Maternity Benefits Act, 1961
The Company complies with the provisions of the Maternity Benefits Act,
1961, ensuring that eligible women employees receive their statutory entitlements. These
benefits reflect your Company's commitment in creating a compliant, inclusive and
supportive workplace that prioritizes the health and wellbeing of expecting and new
mothers.
Corporate Social Responsibility
The Company has constituted Corporate Social Responsibility (CSR)
Committee in compliance with the provisions of Section 135 of the Act read with the
Companies (Corporate Social Responsibility Policy) Rules, 2014.
The CSR Committee has formulated a Corporate Social Responsibility
Policy (CSR policy) indicating the activities to be undertaken by the Company. The CSR
Committee consists of Ms. Bhumika Batra as Chairperson, Shri Arun Tiwari and Shri
Sharadchandra Vithal Zaregaonkar as the Members.
The CSR policy can be accessed on the Company's website at https://www.reliancecapital.co.in/PDF/
Policies/16_Policy_on_Corporate_Social_Responsibility_ (CSR).pdf.
Since the Company has 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
Hon'ble NCLT vide its order dated February 27, 2024 approved the
resolution plan submitted by IndusInd International Holdings Limited (“NHL”),
for the acquisition of the Company on a going concern basis (“NCLT Approval
Order”).
Hon'ble NCLT at its hearing dated March 25, 2025 had noted the
implementation of Approved Resolution Plan and completion of CIRP of RCL.
Hon'ble National Company Law Appellate Tribunal (NCLAT) on March 24,
2025 also noted complete implementation of Resolution Plan by IIHL.
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 review periodically by the internal audit
cell for its effectiveness. During the year, such controls were tested and no reportable
material weakness in the design or operation was observed.
General Disclosures
During the year under review:
(a) 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 its Directors or Employees;
(b) the Company does not have any scheme of provision of money for the
purchase of its own shares by employees or by trustees for the benefit of employees.
(c) the details of application made under the Insolvency and Bankruptcy
Code, 2016 (31 of 2016) during the year alongwith their status as at the end of the
financial year is mentioned earlier in this Report. There were no proceedings pending
under the Insolvency and Bankruptcy Code, 2016;
(d) the details of difference between amount of the valuation done at
the time of one time settlement and the valuation done while taking loan from the Banks or
Financial Institutions along with the reasons thereof:
(e) there were no revisions of financial statements or the Board's
Report of the Company during the year under review;
(f) the Company maintained a strong financial position and ensure
timely servicing of all its debt obligations. The Company was in full compliance with all
financial and non-financial covenants related to its borrowing arrangements as of the
balance sheet date.
Acknowledgement
Your Directors would like to express their sincere appreciation for the
co-operation and assistance received from shareholders, debenture holders, debenture
trustee, bankers, financial institutions, regulatory bodies and other business
constituents during the year under review. Your Directors also wish to place on record
their deep sense of appreciation for the commitment displayed by all executives, officers
and staff.
Form No. MR-3 Secretarial Audit Report For the financial year ended
March 31, 2025
[Pursuant to section 204(1) of the Companies Act, 2013 and rule No. 9
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]
To,
The Members,
Reliance Capital Limited
I have conducted the secretarial audit of the compliance of applicable
statutory provisions and the adherence to good corporate governance practices by Reliance
Capital Limited (hereinafter called “the Company”). Secretarial Audit was
conducted in a manner that provided me a reasonable basis for evaluating the corporate
conducts / statutory compliances and expressing my opinion thereon.
Based on my verification of the Company's books, papers, minute book,
forms and returns filed and other records maintained by the Company and also the
information provided by the Company, its officers, agents and authorized representatives
during the conduct of secretarial audit, I hereby report that in my opinion, the Company
has, during the audit period covering the financial year ended March 31,2025 complied with
the statutory provisions listed hereunder except with respect to the observation as stated
below and in view of the same, the adequacy of processes and compliance-mechanism in place
to the extent, in the manner and subject to the reporting made hereinafter:
I have examined the books, papers, minute book, forms and returns filed
and other records maintained by the Company for the financial year ended on March 31,2025,
according to the provisions of:
(i) The Companies Act, 2013 (the ‘Act') and the Rules made
thereunder;
(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA') and
the Rules made thereunder;
(iii) The Depositories Act, 1996 and the Regulations and Bye-laws
framed thereunder;
(iv) Foreign Exchange Management Act, 1999 and the rules and
regulations made thereunder for compliance in respect of Foreign Direct Investment. There
were no Overseas Direct Investment and External Commercial borrowings;
(v) The following regulations and guidelines prescribed under the
Securities and Exchange Board of India Act,1992 (‘SEBI Act') till February 13, 2025:
a) The Securities and Exchange Board of India (Substantial Acquisition
of Shares and Takeovers) Regulations, 2011;
b) The Securities and Exchange Board of India (Prohibition of Insider
Trading) Regulations, 2015;
c) The Securities and Exchange Board of India (Issue of Capital and
Disclosure Requirements) Regulations, 2018 - Not Applicable;
d) Securities and Exchange Board of India (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021;
e) The Securities and Exchange Board of India (Issue and Listing of
Non-Convertible Securities) Regulations, 2021;
f) The Securities and Exchange Board of India (Registrars to an Issue
and Share Transfer Agents) Regulations, 1993, regarding the Companies Act and dealing with
client - Not Applicable;
g) The Securities and Exchange Board of India (Delisting of Equity
Shares) Regulations, 2021;
h) The Securities and Exchange Board of India (Buy-back of Securities)
Regulations, 2018 - Not Applicable;
I have also examined compliance with applicable clauses of the
following:
(i) *The Secretarial Standards issued by the Institute of the Company
Secretaries of India to the extent applicable;
(ii) The Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as “the
listing regulation”) and Uniform Listing Agreement(s) entered into by the Company
with BSE Limited and National Stock Exchange of India Limited till February 13, 2025.
During the period under review, the Company has complied with the
provisions of the Act, Rules, Regulations, Guidelines, Standards, etc.
I further report that based on the compliance mechanism established by
the Company and on examination of the relevant documents and records in pursuance thereof,
which has been verified on test checked basis, I am of the opinion that the Company has
complied with the Reserve Bank of India Act, 1934 and the Master Direction - Core
Investment Companies (Reserve Bank) Directions, 2016, as amended, from time to time and to
the extent applicable to the Company.
I further report that:
*The Board was superseded by the Reserve Bank of India w.e.f. November
29, 2021 and Shri Nageswara Rao Y (Ex-Executive Director, Bank of Maharashtra) has been
appointed as the Administrator of the Company under Section 45-IE (2) of the Reserve Bank
of India (RBI) Act. In terms of Section 45-IE(4)(b) of the Act, all the powers, functions
and duties, which may, by or under the provisions of law for the time being in force, be
exercised and discharged by or on behalf of the board of directors or by a resolution
passed in general meeting shall until the board of directors of such company was
reconstituted, was 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)(a) of the RBI Act constituted a three-member advisory committee to assist the
Administrator for discharging his duties.
The Corporate Insolvency Resolution Process (CIRP) had been initiated
by the Reserve Bank of India against the Company on December 6, 2021.
The Company was under moratorium under Section 14 of the Insolvency and
Bankruptcy Code, 2016 since December 2, 2021 i.e. date of filing application as prescribed
under Rule 5(b)(i) of the Insolvency and Bankruptcy (Insolvency and Liquidation
Proceedings of Financial Service Providers and Application to Adjudication Authority)
Rules, 2019 (FSP Insolvency Rules). The Company had therefore, not made payment of
interest or principal to any of the lenders of the Company including the NCD holders under
all ISINs which were dealt in accordance with the provisions of the Code.
The resolution plan submitted by IndusInd International Holdings
Limited (“IIHL”), for acquisition of Reliance Capital Limited on a going concern
basis was approved (“Approved Resolution Plan”) by the Hon'ble NCLT by its order
dated February 27, 2024 (“NCLT Approval Order”). A Monitoring Committee
(“MC”) had been constituted in terms of the Approved Resolution Plan to manage
the operations of the Company on a going concern basis. Detailed summary highlighting the
significant portions of the Approved Resolution Plan along with NCLT Approval Order had
been intimated to the stock exchanges where the securities of the Company were listed,
vide letter dated February 28, 2024 and the same was available on the website of the
Company and Stock Exchanges.
In terms of the approved resolution, the securities (Equity and NCDs)
of the Company were delisted with effective from February 13, 2025 from the BSE and the
NSE in accordance with the NCLT Approval Order. As per the approved resolution plan, the
liquidation value of the then existing equity shareholders of the Company was determined
as NIL and hence, then existing shareholders were not entitled to receive any payment.
Upon implementation of the Approved resolution plan, the entire existing share capital of
the Company was cancelled and extinguished for NIL consideration by the virtue of the NCLT
Approval Order and such that IIHL and its nominees are the only shareholders of the
Company.
The Company on March 10, 2025 sold some of its investments to Aasia
Enterprises LLP, an implementing entity. The resolution plan amount was distributed by the
administrator in terms of the resolution passed by the Committee of Creditors. The Company
had successfully settled all admitted claims and liabilities in terms of the Approved
resolution plan. Upon implementation of the resolution plan, the monitoring committee had
appointed Directors on the Board on March 19, 2025 and w.e.f March 19, 2025 and the
implementation of the resolution plan as submitted by IIHL had been completed and
management and control of the company has been vested with IIHL. NCLAT and NCLT at their
hearing dated March 24, 2025 and March 25, 2025, respectively, noted the implementation of
the approved resolution plan and completion of CIRP process and implementation resolution
plan by IIHL. Accordingly, the financial statement for quarter and year ended on March
31,2025, has been prepared on going concern assumptions.
Post effective of the implementation plan the Company has complied with
the guidelines / circulars / master directions as applicable to a Core Investment Company
viz. maintenance of leverage ratio, adjusted net worth, net owned funds and tier 1 and
tier 2 capital of the Company as prescribed.
I report that there are prima facie adequate systems and processes in
the Company commensurate with the size and operations of the Company to monitor and ensure
compliance with applicable laws, rules, regulations and guidelines.
I further report that in the current scenario systems, processes and
reporting for compliances in the Company, must be proportionate with its size and
operations to monitor and ensure compliances with applicable Laws, Rules, Regulations,
Guidelines and Standards may call for further improvement.
I further report that during the audit period, the Company has
undertaken following event / action having a major bearing on the Company's affairs in
pursuance of the above referred laws, rules, regulations, guidelines, standards, etc.:
(i) The Company was under moratorium under Section 14 of the Insolvency
and Bankruptcy Code, 2016 since December 2, 2021 i.e. date of filing application as
prescribed under Rule 5(b)(i) of the Insolvency and Bankruptcy (Insolvency and Liquidation
Proceedings of Financial Service Providers and Application to Adjudication Authority)
Rules, 2019 (FSP Insolvency Rules). The Company had therefore, not made payment of
interest or principal to any of the lenders of the Company including the NCD holders under
all ISINs which were dealt in accordance with the Approved Resolution Plan.
(ii) Due to technical reasons relating to affixation of digital
signatures in e-forms, certain filings with the Ministry of Corporate Affairs viz. annual
filings and resolutions, is yet to be filed and the Company is engaged with MCA for
resolving the issues with MCA and taking all required steps to complete the same.
(iii) Due to technical issue there was delay in transferring the
unclaimed / unpaid dividend for the financial year 2016-17 to the Investor Education and
Protection Fund (IEPF) which delayed filing of Form IEPF-1 and non - filing of Form IEPF
2. The Company is engaged with MCA for resolving the issues with MCA and taking all
required steps to complete the same;
(iv) We are unable to comment on minutes of Committee of Creditors and
Advisory Committee, as the same wasn't shared to us by the Company ;
(v) Delisting of equity shares of the Company from the platform of
stock exchanges viz. BSE Limited and the National Stock Exchange of India Limited in
accordance with the NCLT approval order;
(vi) The Corporate Insolvency Resolution Process had been initiated by
the Reserve Bank of India against the Company on December 6, 2021 and completed on March
19, 2025;
(vii) Pursuant to NCLT approval order, cancellation and extinguishment
of the entire share capital of the Company for NIL consideration and issue and allotment
of 25,000 lakhs equity shares to IIHL, the implementing entity and its nominees, the only
shareholders of the Company thereby becoming a wholly-owned subsidiary of IIFL BFSI India
Limited (Mauritius);
(viii) Issuance and allotment of 4,300 secured, unlisted,
non-convertible debentures on a private placement basis;
(ix) Distribution of resolution plan amount by the Administrator as per
the resolution passed by the Committee of Creditors;
(x) Appointment of Directors and dissolution of the Monitoring
Committee and completion of the term of Shri Nageswara Rao Y, the Administrator of the
Company w.e.f. March 19, 2025;
(xi) Noting of effective implementation of the approved resolution plan
and completion of the Corporate Insolvency Resolution Process of the Company by the
Hon'ble NCALT on March 25, 2025 and NCLT on March 25, 2025 along with noting of completion
of implementation of resolution plan by IndusInd International Holdings Limited (IIHL);
(xii) Cessation of Reliance Nippon Life Insurance Company Limited
(RNLIC), Reliance Wealth Management Limited and Reliance Financial Limited w.e.f. March
10, 2025, as subsidiary companies. RNLIC became an associate company w.e.f. March 11,2025;
(xiii) The Company has obtained Board and Shareholder's approval for
the following business:
a) Increase in authorised share capital from ?30,000 lakhs to ?400,000
lakhs divided into 4,00,00,00,000 Equity share of ' 10/- each;
b) Adoption of new set of Articles of Association of the Company;
c) Ratification for Issuance of Non-convertible Debentures on a private
placement basis;
d) Approving the borrowing limits of the Company;
e) Approval for creation of Charge/Mortgage on assets of the Company.
APPENDIX A
To,
The Members,
Reliance Capital Limited
My report of even date is to be read along with this letter.
1. Maintenance of secretarial record is the responsibility of the
management of the Company. My responsibility is to express an opinion on these secretarial
records based on my audit.
2. I have followed the audit practices and processes as were
appropriate to obtain reasonable assurance about the correctness of the contents of the
Secretarial records. The verification was done on test basis to ensure that correct facts
are reflected in secretarial records. We believe that the processes and practices, we
followed provide a reasonable basis for our opinion.
3. I have not verified the correctness and appropriateness of financial
records and Books of Accounts of the Company as well as correctness of the values and
figures reported in various disclosures and returns as required to be submitted by the
Company under the specified laws, though we have relied to a certain extent on the
information furnished in such returns.
4. Wherever required, I have obtained the Management representation
about the compliance of laws, rules and regulations and happening of events, etc.
5. The compliance of the provisions of Corporate and other applicable
laws, rules, regulations, standards is the responsibility of management. My examination
was limited to the verification of procedures on test basis.
6. The Secretarial Audit report is neither an assurance as to the
future viability of the company nor of the efficacy or effectiveness with which the
management has conducted the affairs of the company.
7. As the Company was under Corporate Insolvency Resolution Process
(CIRP) till March 19, 2025 , the Management representation in matters as required for the
purpose of my Audit have been obtained. As such, the Audit disclaims opinion on any aspect
which could otherwise have been made depending on Management representation, including but
not limited to recording, disclosing and dissemination of information; record-keeping and
preservation, identification of related parties and related party transactions; and other
compliance systems and procedures in general, as may be required under applicable laws.
8. Due to the inherent limitations of an Audit including internal,
financial and operating controls as well as specific circumstances noted above, there is
an unavoidable risk that some misstatements or material non-compliances may not be
detected, even though the audit is properly planned and performed in accordance with audit
practices.
Form No. MR-3
SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED 31st MARCH, 2025
[Pursuant to section 204(1) of the Companies Act, 2013 and rule No. 9
of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014]
To,
The Members,
Reliance Nippon Life Insurance Company Limited.
I have conducted the secretarial audit of the compliance of applicable
statutory provisions and the adherence to good corporate governance practice by Reliance
Nippon Life Insurance Company Limited (hereinafter called “the Company”).
Secretarial Audit was conducted in a manner that provided me a reasonable basis for
evaluating the corporate conducts/ statutory compliances and expressing my opinion
thereon.
Based on my verification of the Company's books, papers, minutes books,
forms and returns filed and other records maintained by the Company and also the
information provided by the Company, its officers, agents and authorized representatives
during the conduct of secretarial audit, I hereby report that in my opinion, the Company
has, during the financial year ended 31st March, 2025, complied with the
statutory provisions listed hereunder and also that the Company has proper Board-processes
and compliance-mechanism in place to the extent, in the manner and subject to the
reporting made hereinafter:
1. I have examined the books, papers, minute books, forms and returns
filed and other records maintained by the Company, for the financial year ended on 31st
March, 2025, according to the provisions of:
i. The Companies Act, 2013 (the Act) and the rules made thereunder;
ii. The Securities Contracts (Regulation) Act, 1956 (‘SCRA') and
the rules made thereunder - Not Applicable;
iii. The Depositories Act, 1996 and the Regulations and Bye-laws framed
thereunder - Not Applicable;
iv. Foreign Exchange Management Act, 1999 and the rules and regulations
made thereunder to the extent of Foreign Direct Investment. Overseas Direct Investment and
External Commercial Borrowings are not applicable;
v. The following regulations and guidelines prescribed under the
Securities and Exchange Board of India Act,1992 (‘SEBI Act') are not applicable: -
a) The Securities and Exchange Board of India (Substantial Acquisition
of Shares and Takeovers) Regulations, 2011.
b) The Securities and Exchange Board of India (Prohibition of Insider
Trading) Regulations, 2015.
c) The Securities and Exchange Board of India (Issue of Capital and
Disclosure Requirements) Regulations, 2018.
d) Securities and Exchange Board of India (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021.
e) The Securities and Exchange Board of India (Issue and Listing of
Debt Securities) Regulations, 2021.
f) The Securities and Exchange Board of India (Registrars to an Issue
and Share Transfer Agents) Regulations, 1993, regarding the Companies Act and dealing with
client.
g) The Securities and Exchange Board of India (Delisting of Equity
Shares) Regulations, 2021.
h) The Securities and Exchange Board of India (Buyback of Securities)
Regulations, 2018.
Further, I report that, based on the compliance mechanism established
by the Company, which has been verified on test check basis and the Compliance certificate
submitted to and taken on record by the Board of Directors of the Company, I am of the
opinion that the Company has complied with the provisions of the Insurance Act, 1938 and
the rules, regulations, circulars, guidelines, instructions, etc. issued by Insurance
Regulatory and Development Authority of India (IRDAI) as amended from time to time to the
extent applicable to the Company.
I have examined compliances with applicable clauses of the following:
i. Secretarial Standards issued by the Institute of the Company
Secretaries of India,
ii. The Listing Agreements entered into by the Company with Stock
Exchange(s) - Not Applicable.
During the financial year under review, the Company has complied with
the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned
above. The constitution of Audit Committee was inconsistent with Section 177 of the
Companies Act, 2013 however the quorum of the committee was duly met. Further, the Company
is in the process of re-constituting its Board Committees and appointment of Independent
Director as per the Shareholders Agreement.
I further report that:
Except as stated above, the Board of Directors of the Company is
constituted with Executive Director, Non-Executive Directors and Independent Directors.
The changes in the composition of the Board of Directors that took place during the year
under review were carried out in compliance with the provisions of the Act.
Adequate notice, agenda and detailed notes have been given to all
Directors to schedule the Board Meetings at least seven days in advance and a system
exists for seeking and obtaining further information and clarifications on the agenda
items before the meeting and for meaningful participation at the meeting.
The decisions at Board Meetings and Committee Meetings are carried out
and recorded in the minutes of the Board of Directors and Committee of the Board
accordingly.
I have relied on the representation made by the Company and its
Officers for adequate systems
and processes in the company commensurate with its size and operations
of the Company to monitor and ensure compliance with applicable laws.
I further report that during the year under review, the Company has
undertaken event / action having a major bearing on the Company's affairs in pursuance of
the above referred laws, rules, regulations, guidelines, standards, etc. referred to above
viz.
(i) Appointment and Resignation of Directors and Key Managerial
Personnel(s);
(ii) Retirement of Directors;
(iii) Approval for execution of shareholder's agreement between
Reliance Capital Limited, Aasia Enterprises LLP, Nippon Life Insurance Company and the
Company dated March 19, 2025;
(iv) Transfer of equity shares from Reliance Capital Limited to Aasia
Enterprises LLP post IRDAI approval;
(v) The Company has obtained Board and Member's approval for the
following businesses:
(i) Appointment of M/s. Haribhakti & Co. LLP, Chartered Accountants
as one of the Joint Statutory Auditors and to fix their remuneration;
(ii) Appointment of Shri. Manu Chadha as a Non-Executive (DIN:
00068577) Independent Director of the Company for a term of five consecutive years,
commencing from June 30, 2024 upto June 29, 2029;
(iii) Appointment of Shri. Yosuke Nakano (DIN: 10231018) as
Non-executive Director of the Company;
(iv) Re-appointment of Shri. Ashish Vohra (DIN: 07587824) as an
Executive Director and Chief Executive Officer of the Company for a period of 5 (five)
consecutive years, commencing from October 01,2024;
(v) Payment of remuneration to Shri. Ashish Vohra (DIN: 07587724),
Executive Director & Chief Executive Officer for the financial year 2024-25.
APPENDIX A
To,
The Members,
Reliance Nippon Life Insurance Company Limited.
My report of even date is to be read along with this letter.
1. The responsibility of maintaining Secretarial record is of the
management and based on my audit, I have expressed my opinion on these records.
2. I am of the opinion that the audit practices and process adopted to
obtain assurance about the correctness of the secretarial records were reasonable for
verification on test check basis.
3. I have not verified the correctness and appropriateness of financial
records and books of accounts of the Company.
4. The management is responsible for compliances with corporate and
other applicable laws, rules, regulations, standards etc. My examination was limited to
the verification of procedure on test basis and wherever required, I have obtained the
Management representation about the compliance of laws, rules and regulations etc.
5. The Secretarial Audit report is neither an assurance as to the
future viability of the Company nor of the efficacy or effectiveness with which the
management has conducted the affairs of the Company.
Annexure - B
Disclosure under Section 134(3)(m) of the Companies Act, 2013, read
with Rule 8 of the Companies (Accounts) Rules, 2014
(a) Conservation of Energy:
The steps taken or impact on
conservation of energy |
: The Company requires energy
for its operations and |
The steps taken by the Company
for utilizing alternate sources of energy |
the Company is making all
efforts to conserve energy by monitoring energy costs and periodically reviews of the |
The capital investment on
energy conservation |
consumption of energy. |
equipments |
It also takes appropriate
steps to reduce consumption |
|
through efficiency in usage and
timely maintenance / installation / upgradation of energy saving devices. |
(b) Technology Absorption, Adoption and Innovation:
(i) |
The efforts made towards
technology absorption : |
The Company uses the latest
technology and equipment's |
(ii) |
The benefits derived like
product improvement, cost reduction, product development or import substitution |
into the business. Further, the
Company is not engaged in any manufacturing activities. |
(iii) |
In case of imported
technology (imported during the last three years reckoned from the beginning of the
financial year) |
|
(a) |
The details of technology
imported |
|
(b) |
The year of import |
|
(c) |
Whether technology has been
fully absorbed? |
|
(d) |
If not fully absorbed, areas
where absorption has not taken place, and the reasons thereof. |
|
(iv) |
The expenditure incurred on
Research and : development |
The Company has not spent any
amount towards research and developmental activities and has been active in harnessing and
tapping the latest and the best technology in the industry. |
(c) Total foreign exchange
earnings and outgo: |
a. |
Total Foreign Exchange
earnings : |
Nil |
b. |
Total Foreign Exchange outgo
: |
' 97 lakh |
xAnnexure - C
Annual Report on Corporate Social Responsibilities (CSR) Activities
The Company has a robust CSR Policy at group level. As per the said
policy, all our efforts are focused towards two goals: building a great enterprise for the
stakeholders and a great future for our country. Our approach is to interweave social
responsibility into the Company's mainstream business functions through translating
commitments into policies, which not only drive all employees but influence and mobilize
stakeholders, especially partners and suppliers, to embrace responsible business practices
in their respective spheres of action. The policy affirms business objectives and strategy
along with our commitment to preserve natural resources and augment the growth and
development of employees and families, the communities we operate in, suppliers /vendors,
and our investors. Through the social policy manual, the Company seeks to engage with all
the stakeholders, using it as a reference or guideline for all stakeholders and
practitioners. Details to be given in the format prescribed under the Companies (Corporate
Social Responsibility Policy) Rules, 2014, as given below:
1. Brief outline on CSR Policy of the Company.
Pursuant to the Implementation of Resolution Plan submitted by IIHL,
the Company on March 26, 2025 has constituted a new Corporate Social Responsibility (CSR)
Committee in compliance with the provisions of Section 135 of the Act read with the
Companies (Corporate Social Responsibility Policy) Rules, 2014. The CSR Committee has
formulated a Corporate Social Responsibility Policy (CSR policy) indicating the activities
to be undertaken by the Company.
2. The Composition of the CSR Committee.
Sr. No. Name of
Director |
Designation / Nature of
Directorship |
Number of meetings of CSR
Committee held during the year |
Number of meetings of CSR
Committee attended during the year |
1. Ms. Bhumika Batra |
Chairman |
Nil |
Nil |
2. Shri Arun Tiwari |
Member |
Nil |
Nil |
3. Shri Sharadchandra Vithal
Zaregaonkar |
Member |
Nil |
Nil |
The composition of CSR committee, CSR Policy and CSR projects approved
by the board is available on website of the Company at 11 Policy on Corporate
Governance Framework.pdf
3. Details of Impact assessment of CSR projects carried out in
pursuance of sub-rule (3) of rule 8 of the Companies (Corporate Social Responsibility
Policy) Rules, 2014, if applicable: Not Applicable
4. a) Average net profit of the Company as per sub-section (5) of
section 135: ' (1,01,541) lakh
b) Two percent of average net profit of the Company as per sub-section
(5) of section 135: ' Nil.
c) Surplus arising out of the CSR projects or programmes or activities
of the previous financial years: Nil
d) Amount required to be set off for the financial year, if any: Nil
e) Total CSR obligation for the financial year (b+c-d): Nil
5. a) Amount spent on CSR Projects (both Ongoing Project and other than
Ongoing Project): Nil
b) Amount spent in Administrative Overheads: Nil
c) Amount spent on Impact Assessment, if applicable: Nil
d) Total amount spent for the Financial Year [(a)+(b)+(c)]: Nil
e) CSR amount spent or unspent for the Financial Year:
Total Amount Spent
for the Financial Year. (in ') |
Amount Unspent
(in ') |
| Total Amount transferred
to Unspent CSR Account as per subsection (6) of section 135 |
Amount transferred to any
fund specified under Schedule VII as per second proviso to sub-section (5) of section 135 |
| Amount. Date of transfer |
Name of the Amount Date of
transfer Fund |
Nil |
Nil |
f) Excess amount for set-off, if any:
Sr. No. Particular |
Amount (in ') |
(i) Two percent of average net
profit of the company as per sub-section (5) of section 135 |
|
(ii) Total amount spent for
the Financial Year |
|
(iii) Excess amount spent for
the financial year [(ii)-(i)] |
|
(iv) Surplus arising out of the
CSR projects or programmes or activities of the previous financial years, if any |
|
(v) Amount available for set
off in succeeding financial years [(iii)-(iv)] |
|
6. Details of Unspent Corporate Social Responsibility amount for the
preceding three financial years:
Sl. No.
Preceding Financial Year(s) |
Amount
transferred to Unspent CSR Account under subsection (6) of section 135 (in ') |
Balance Amount
in Unspent CSR Account under subsection (6) of section 135 (in ') |
Amount spent in
the reporting Financial Year (in '). |
Amount
transferred to any fund as specified under Schedule VII as per sub-section (6) of section
135, if any. |
Amount remaining
to be spent in the succeeding financial years. (in ') |
Deficiency, if
any |
| Amount (in Rs). |
Date of transfer |
1 FY-1 |
Not
Applicable |
2 FY-2 |
3 FY-3 |
8. Whether any capital assets have been created or acquired through
Corporate Social Responsibility amount spent in the financial year: No
If yes, enter the number of Capital assets created / acquired: Not
Applicable
The details relating to such asset(s) so created or acquired through
Corporate Social Responsibility amount spent in the financial year:
Sl. No.
Short particulars of the property or asset(s) (including complete address and location
of the property) |
Pin code of the
property or asset(s) |
Date of creation |
Amount of CSR
amount spent |
Details of
entity/ Authority/ beneficiary of the registered owner |
| CSR Registration Number,
if applicable |
Name |
Registered
address |
Not Applicable |
9. Specify the reason(s), if the company has failed to spend two per
cent of the average net profit as per section 135(5): Not Applicable
|