Annual Report 2012 - Religare Finvest · 2013. 5. 17. · 2 | Annual Report 2011-12 Message from Managing Director & CEO Dear Shareholders The journey so far has been very exciting

Contents • CompanyInformation 1

• MessagefromManagingDirector&CEO 2

• AboutReligareFinvest 3

• MilestonesandOurEvolution 4-5

• LeadershipTeam 6-10

• OurBusinesses 11-13

• FinancialDeclaration 14-15

• Director’sReport 16-25

• Annexure-I 26-27

• Annexure-II 28

• Auditor’sReport 29

• AnnexuretoAuditors’Report 30-32

• BalanceSheetasatMarch31,2012 33

• StatementofProfitandLossfortheYearEndedMarch31,2012 34

• CashFlowStatementfortheYearEndedMarch31,2012 35-36

• NotesFormingPartoftheFinancialStatementsfortheYearEndedMarch31,2012 37-103

• FinancialDeclaration-ReligareHousingDevelopmentFinanceCorporationLimited 104-105

• Notice 106-107

• Directors’Report 108-110

• Auditors’Report 111

• AnnexuretoAuditors’Report 112-113

• BalanceSheetasatMarch31,2012 114

• StatementofProfitandLossfortheYearEndedMarch31,2012 115

• CashFlowStatementfortheYearEndedMarch31,2012 116-117

• NotesFormingPartoftheFinancialStatementsfortheYearEndedMarch31,2012 118-149

• NotesPages 150-152

Religare Finvest Limited 1

Company Information

BOARD OF DIRECTORSMr.KaviArora(ManagingDirector&CEO)Mr.ShachindraNath(Director)Mr.AnilSaxena(Director)Mr.SunilKumarGarg(Director)Mr.BasabMitra(Director)Mr.RaghuramRaju(Director)Mr.PadamNarainBahl(IndependentDirector)Mr.AchalGhai(Non-ExecutiveDirector)Mr.SrinivasChidambaram(Non-ExecutiveDirector)

COMPANY SECRETARYMr.PunitArora

REGISTERED OFFICED3,P3B,DistrictCentre,Saket,NewDelhi-110017,India.

BANKERS TO THE COMPANYAndhraBankAxisBankLimitedBankofIndiaCanaraBankCentralBankofIndiaCITIBANKN.A.CorporationBankDBSBankDCBBankDenaBankFederalBankLimitedHDFCBankLimitedICICIBankLimitedIDBIBankLimitedIndusindBankINGVysyaBankKarurVysyaBankOrientalBankofCommercePunjab&SindBankPunjabNationalBankSyndicateBankUcoBankUnionBankofIndiaUnitedBankofIndiaVijayaBankYesBankLimitedDeutschebankStandardCharteredBank

AUDITORSPriceWaterhouseCharteredAccountants,252,VeerSavarkarMarg,Opp.ShivajiPark,Dadar(West),Mumbai-400028,India.

REGISTRAR & SHARE TRANSFER AGENTLinkIntimeIndiaPrivateLimited,C-13PannalalSilkMillsCompound,LBSMarg,Bhandup,Mumbai400078

2 | Annual Report 2011-12

Message fromManaging Director & CEO

DearShareholders

ThejourneysofarhasbeenveryexcitingforallofusatReligareFinvestLimited(RFL)aswemarchaheadtorealizeourvisionofpoweringtheSMEgrowthstoryinIndia.ThecontributionoftheSMEsectortoIndia’seconomicoutputhasbeenrisingrapidly.ItistheMSMEsectorwhichcanhelprealizethetargetofproposedNationalManufacturingPolicyofraisingtheshareofmanufacturingsectorinGDPfrom16%atpresentto25%bytheendof2022¹.

Withsomuchparticipationinthenation’sgrowth,thesectorhasahighdemandforfundingfromthe financial institutions. Yet, there is a yawning gap between the requirement and availabilityoffinancingforthesector.Thecreditgapforthe12thFiveyearplanperiodfortheoutstandingWorking Capital to MSME sector, is estimated to increase from ` 10, 15, 614 crore at thebeginningofthe12thplan(FY2012-13)to` 11,37,151croreasattheendofthe12thplan,i.e.March2017¹.Thisdemand-supplyshortagegivesusareasontobethereinthebusinessofmakingothersgrow,especiallythose-whointurnmakeIndiagrow,theSMEsofIndia!

RFLisregisteredwithRBIasanon-deposittaking,systemicallyimportantNBFC(NBFC-ND-SI).Wefocusonprovidinggrowthcapitaltosmall&mediumenterprises (SMEs)and these loansareprovided,backedupbyacollateral in formof land&building (SME-Mortgage) or somePlant &Machinery/ Equipment (SME –Commercial Assets) orUnsecuredWorkingCapital Loan.RFL had adistributionnetworkof35branchesspreadacross17statesinIndiaasofMarch31,2012.WebelieveRFL’span-Indiacoverage,whichcoversmajorityofSMEclusters,willallowittocontinuetogrowitsloanportfolioandthatitsin-houseabilitytoappraisecreditqualityisthekeytoprovidingefficientcreditdecisions.

WealsooffercapitalmarketsfinancingthroughRFL,whichprovidesloansagainstshares,mutualfunds,promoterfinancing&ESOPfinancing.

Theratingsassignedtoourdebtareatestamenttothestrengthofourbalancesheet.ICRAhasassignedthehighestrating[ICRA]‘A1+’toourshorttermdebtandaratingof[ICRA]‘AA’-toourlongtermdebt.Additionally,CAREhasassignedaratingof‘CAREAA-’toRFL’slongtermdebtandourcompanyenjoysasimilarratingof‘AA-(Ind)’foritsTier-IIsubordinatedebtprogramfromFitch.

Duringtheyear,RFLattractedbothequityanddebt investors,andintheprocess,addedsignificantstrengthto itsbalancesheet.DuringQ2FY12,RFLreceivedanoverwhelmingresponsetoitsretailissueofnon-convertibledebentures.Weraised` 7.54billionasagainstabasicissuesizeof` 4billion.Besidesdebt,therewasprivateequityinvestmentbyAvigoCapitalPartnersandJacobBallasof` 1.5billionand` 2billionrespectivelyinFY2012.

Werealizethattheheadwindsprevailingintheglobalanddomesticeconomyforthelastfewyearswouldcontinueinthenearfutureaswell.However,ouroperatingefficiency,backedupbyarobustportfolioperformance,isgoingtoenableus,tosailthroughtheseturbulenttimes.

Goingforwardweareplanningtoreachouttoourcustomersnotjustaslendersbut‘truementors’buildingenduringrelationships.Ouryear-longparticipationwithvariousindustrybodiesinunderstandingtheneedsofSMEshashelpeduswiththedeepinsightsofthesectorandhasenabledustopitchinasaholisticsolutionprovider.

Iwouldliketoacknowledgethecontributionofallourcustomersandstakeholdersinhelpingusbuildtheinstitutionthatwearetoday.Wepromisetoraisethebarofexcellenceinordertokeepdeliveringsuperiorreturnstoallourstakeholders.

‘In your success, lies ours’

Kavi AroraManagingDirector&CEO

¹DataSource–Sub-groupstudyon‘FlowofPrivateSectorInvestmentsforMSMESector’publishedbyThePlanningCommission,Govt.ofIndia(2ndMay,2012)


About Religare FinvestReligareFinvestLimited(RFL)isanon-deposittakingsystemicallyimportantNBFC,focusingonsmallandmediumenterprises(SMEs)financingandretailcapitalmarketfinancing.Wealsoprovideloanstocorporatesanddocorporateautoleases.WeareasubsidiaryofReligareEnterprisesLimited(REL),adiversifiedfinancialservicescompanyofferingadiversifiedandbroadsuiteoflendingproductstoourSME,retailandothercustomers. Forthepurposeofconsolidationofourlendingportfoliosanddiversifyinginthebusinessofprovidinghousingfinance,ourcompanyacquired87.50%ofthepaid-upequitysharecapitalofReligareHousingDevelopmentFinanceCorporationLimited.

ThroughourreachandfocusontheSMEsegmentandourbroadproductoffering,weprovidethedebtcapitaltopowerthegrowthofthesmallandmediumenterprises,whichwebelieveisbackboneofIndia’seconomy.

TheSMEstodayconstituteaveryimportantsegmentoftheIndianeconomy,accountingforaround95%oftheindustrialunits.AspertheEconomicSurvey2011-12,theSMEsectoraccountsfor45%ofgoodsmanufacturedand40%ofexports.Assuch,growthofthissectorisimportantfortheeconomicandsocialdevelopmentofthecountry.IftheIndianeconomyistomoveontoahighergrowthtrajectory,SMEs,whocollectivelycontribute17%ofIndia’sGDP,wouldhavetogrowandprosper.Ironically,althoughSMEshavebeengrowinginsizeandimportance,theyoftenlackaccesstotimelyandadequatecredittomeetworkingcapitalneeds,incurhighcostofcredit,aretechnologicallybackwardandalsolackadequateinfrastructureandskilledmanpower(Source:CRISILResearch–ReligareFinvestLimited–TrendsinSMEFinancing–August2012).TheSMEfinancingsectoraccordinglypresentsauniqueandscalablefundingopportunitieswhichourcompanyhascontinuetocapitalizeon.

Our lending products primarily aimed at providing financing to the SME segment include:

1.SMEMortgageLoans2.SMECommercialAssetsLoans3.SMEWorkingCapitalLoans–SecuredandUnsecured4.LoanagainstMarketablesecurities

Our Retail capital market financing includes the following products:1.Loanagainstsecurities2.Employeestockoptionfunding

Aspartofthetreasuryactivities,wealsomakeloanstocorporatesonsecuredandunsecuredbasis.


Milestones and Our Evolution


Milestones and Our Evolution

2006

Started Capital Market finance business.

ReligareFinvestLtd.wasincorporatedon6thJan,1995asSkylarkSecuritiesPvt.Ltd.ThenameofthecompanywaschangedfromSkylarkSecuritiesPvt.Ltd.toFortisFinvestPvt.Ltd.on23rdSep,2004.Thecompanywasconvertedintoapubliclimitedcompanyon7thOctober,2004andthenamewaschangedtoFortisFinvestLimited.Furtheron4thApril,2006thenameofthecompanyhasbeenchangedtoReligareFinvestLtd.

2008 May:KaviArorajoinedRFL September:Founderteammembersoccupiedoffice November:CommencedSMELendingbusiness

2009 November:Disbursedtotalloansof` 10billion

injustover12monthsofoperations

2010 December:AcquiredMaharishiHousing

DevelopmentFinanceCorporation(nowReligareHousingDevelopmentFinanceCorporation-RHDFCL)

October: Crossedbooksizeof ` 40billioninSMELending

October: Crossedbooksizeof` 30billionincapitalmarketfinance

July: AcquiredpartofCitigroupIndia’smortgageportfolio,withabooksizeof` 4.7billion

2011 November: ` 1.5billionofcapitalinfusionbyprivateequity(PE)firmAvigo Capital. December: ` 2billionofcapitalinfusionbyPEfirm,JacobBallas. September:Successfullyraised ` 7.6billion,viaapublicbondoffering

2012 Secured BSI’s ISO 9001: 2008 certificationforCPU,ITandCustomerServicesTeam


Leadership Team


Kavi Arora Managing Director & CEOKavi Arora is Managing Director & Chief ExecutiveOfficeratReligareFinvestLimitedmanagingtheSmalland Medium Enterprises (SME) focused commerciallendingbusiness.Withacommitmenttohelpingrealizethe dreams of India’s entrepreneurs, he spear headsthe company’s vision of partnering with their clientsas they grow to new heights. Imbibing his vision of‘in thecustomerssuccess liesour success’,ReligareFinvest Limitedhasachievedabook size to the tuneof` 12,573.60crores (asonMarch31st,2012)andrecentlyacquiredISOCertification9001:2008.

KavihaspreviouslyworkedatGECapital,HongKongas Director- Secured Assets & Cross-sell and wasresponsible for acquisition, revenue and deliveringtheoverallprofitability in thesecuredassetsbusiness.Additionally,hewasalsoresponsibleforputtingtogetheraneffectiveCustomerRetentionStrategybydesigningtheCRManddevelopingaretentionprojectforexistingcustomersofGE.PriortoGE,overthecourseof5yearsatABNAmroBank(nowRBS),hehasworkedinvariousroleslikeHeadofConsumerBank(South)coveringthewholegamutofBankingandFinancialservicesandalsoasNationalSalesandDistributionHeadforUnsecuredAssetscoveringPersonalLoansandCreditCards.

With18yearsofdiverseexperiencewithinthefinancialservices, Kavi has been associated with reputedcompanies such as ABN Amro Bank, ATS Services,CitiFinancial,20thCenturyFinance,ConsortiumFinanceandGEcapital.

Hehasbeenrecognizedforhisoutstandingperformancethroughmanyaccoladesandawardsduringthecourseof his career. An avid sportsman, Kavi brings his go-getterattitudetothefieldinsportssuchashockeyandcricket forwhichhehasrepresentedtheteamsatNationalandUniversitylevelsandalsopursueshisloveforGolf.Atruephilanthropist,Kavisupportsanorphanagewherehelikestospendtimewiththechildrenwheneverpossible.

Hehas alsobeenclosely associatedwith variousSME focusedbusinessbodies viz.CII, ASSOCHAM&FICCI and is an activeparticipantandcontributorintheirinitiatives.

HisacademicqualificationsincludeaBachelor’sDegreeinCommercefromPunjabUniversity,aDiplomainSystemsManagementfromNIITandaMaster’sDegreeinBusinessManagementfromUniversityBusinessSchool,Chandigarh.

Leadership Team


Kanchan Jain President & CRO

Kanchan has been with Religare Finvest Limited since August, 2011. Kanchan is theCROforRFLandisbasedoutofDelhi.Shealsoholdstheresponsibilitytodevelopandexecute theBusinessPlanon solutionbasedFinancing forSMEs,besides running theRiskfunction.Kanchanbringswithher,over18yearsofrichexperienceinFixedIncome,ProjectFinance,CapitalMarketsandGlobalStructuredProductsacrossEurope&Asia,withmarqueeorganizations.

She started her career with ICICI Ltd in Project Finance beforemoving to internationalmarkets with Peregrine Fixed Income Limited. At Peregrine, based out of Hong Kong,KanchanworkedintheAsianCapitalMarketsasapartoftheDebtSyndicationandMarketRiskteams.HersubsequentassignmentwasSr.VicePresident-GlobalHeadofContentwithDealComposerinLondon&Seoul.ThiswasfollowedbyherworkcoveringtheEMEAmarketsbasedoutofLondon,asDirectorandHeadofStructuredSolutionswithBarclaysCapitalandManagingDirector-ClientSolutionsStructuringwithHSBCBank.Afternearly15yearsofworkingintheinternationalfinancialmarketsinEuropeandAsia,shetookanentrepreneurialrouteofsettingupAamodResortsbackinIndia.

PresentlyatReligareFinvestLimited,alongwithherdaytodayoperations,sheisalsosupportinginitiativestocreateSMEfocusedthoughtleadershipcontentonFamilyManagedBusinessesinIndia,importanceofcreditratingsforSMEsetc.ShehasrepresentedReligareinvariousforumssuchasCII,FICCI,ASSOCHAM&otherreputedinstitutionsasasubjectmatterexpertandspeaker.

KanchandidherBE(Electronic&Communications)fromVNITandisamanagementgraduatefromIIM-Calcutta(‘94batch)

Vineet K Saxena Director & COO

VineetisresponsiblefordrivingexcellenceinOperations,CRM,IT,ProjectManagement,FinancialPlanningandControlforSMELendingandCapitalMarketFinance.Inadditiontothis,healsomanagesthesecuritization,portfoliosales/assignmentsandsell-downs.ItisVineet’spassiontocreatebestinclassbackendoperatingprocessesforseamlessloansdeliveryandfacilitateRFL’sSMEfocusedapproach.

A management post graduate with an engineering degree, Vineet, in his previousassignment,waspartof thestartup team thatsetup retailbank forBarclays in India in2006-07.InhislastassignmentwiththeBarclaysBankPLCheheadedtheRetailAssetsdivision(Mortgages&BusinessLoans).

VineetspearheadedandsetupPersonalLoans&CreditcardsbusinessforICICIbankinNorthIndiain2000-01,andinhislastassignmentwithICICIBank,hewasNationalSalesHead(PersonalLoans).

Passionateabout longdistancerunning,Vineet isassociatedwitha fewBusinessschoolsandoftenwear thementor’scapwhileinteractingwiththebuddingmanagersandsharinghisvastexperiences,thusaddingvaluetothebusinesscommunity.

Leadership Team


Leadership Team

Sandeep Hariprasad Adukia President – Capital Markets Lending

SandeepcurrentlyheadsthecapitalmarketlendingbusinessatReligareFinvestLimitedasPresident-CapitalMarketFinance,whereinhemanageslendingagainstlistedcollaterals,bothindebtandequitymarkets.SandeepwithhisvastexperienceofcapitalmarketsplaysapivotalroleintheSMEfinancingduetohisindepthknowhowofthevalueofchainofvariousbusinessesandsectors.

Abankingprofessionalforover12yearswithCitibankandHDFCBank,SandeepinhispreviousassignmentshasworkedwithIndiaSecurities(EssarGroup)andOHMFinancialGroup,asaChiefOperatingOfficer.

AvoraciousreaderandanactiveRotarymember,SandepisanMBAfromChetana’sInstituteofManagementandResearch,MumbaiUniversity.Heisanactivephilanthropistandisdedicatedtothesocialcausessuchaschilddevelopmentandeducation.

Gurinder Singh Sehmbey Regional Business Director - North

InhiscapacityastheRegionalBusinessDirectoratRFL,GurinderishandlinganAUMofover` 3000Crfromover15000SMEcustomersbeingmanagedbyadedicatedteamofmorethan200employeesspreadover4ZonalofficesinNorthIndia-Punjab,Chandigarh(coveringHaryana),Rajasthan&DelhiNCR.Additionally,Gurinderisalsomanagingthenationalroleofcollections&haveputupinplaceastructuredstrategyandmonitorstheday-to-daycollectionactivitythrougha100memberdedicatedteamacrossalllocationsofReligare.

Withanoverallstintof15yearswithMagmaFincorpLimited(aLeadingNBFChavinganAUMinCV,CE,Cars,Tractors&General Insurance)hewasapartof thesteeringcommittee forstrategicdecisionsandimplementedvariousprocesseslikechannelmanagement,collectionmanagement & front level employee compensation. In his previous assignment, Gurinderheaded theWest region operations ofMagma& has been instrumental in establishing thebusinessforPunjab,Haryana,TheCentralRegionandtheEntireWest.

HeisaManagementGraduatefromPunjabiuniversity(1993batch)&representsReligareintheNorthChapterofMSMEPanelofCII.HeardentlymeetsSMEsaspartofhisweeklyscheduleandconductroadshowstointroducebusinessadvisoryservicestovariousbusinessowners.Afitnessenthusiast,Gurinderregularlyparticipatesinhalfandfullmarathonrunsacrosscountry!

Sachin Sharma Regional Business Director - West

SachinjoinedRFLasBusinessHeadforsettingupSMEUnsecuredLoansbusiness.Havingsuccessfullybuiltupasizeableandprofitableportfolio,hemovedasRegionalBusinessDirector,inlinewithorganization’svisionof‘ClosertoCustomer’,managingallthreeproductlines(SME,LAP&CV/CE)andallfunctionsoflendingbusinessforWestIndia.

In addition to his business role, Sachin is also spearheading a crucial project viz. ‘ClientCoverageModel’wherein he, alongwith keymembers, are reviewing theSMEcustomers’businesscyclepatterns&requirements.Thesameisrequiredtobuildinnovativepracticesincustomerserviceexcellence.


Leadership Team

HehaspriorexperienceofsettinguptheCards&LoansbusinessforRBSinGujarat&hasservedastheHeadofCards&LoansforNorthregion,beforemanagingtheroleofCentreManagerforGujaratforICICIPrudential.HehadafouryearstintwithCitiFinancialtoo.

AgraduatefromDelhiUniversitywithaDiplomainHotelManagementfromtheInstituteofHotelManagement,Jaipur;Sachinhasakeeninterestintechnologies&loveslisteningtomusic&singing.

Abhijit Ghosh Regional Business Director – South & East

A science graduate from the University of Calcutta, Abhijit is responsible for successfullyestablishingRFL’sSMELendingbusiness inSouth&Eastern regions.He joinedReligare in2010andspearheadedspecialprojectsinHealthcareandInsuranceBrokingfunctionsinthegroup at leadership levels, before taking up the responsibility of building the SME Lendingbusinessinthemost‘entrepreneurfocussed’regionsofthecountry.

HavingarichproductdistributionexperiencefromFutureCapital,ICICISecurities,ABNAmroBank&ICICIBank,hehasthoroughlyevolvedandintegratedtheSales,Operations&Creditunderwritingfunctionstomaketheregionaprofitcentre.

AbhijitisactivelyinvolvedwiththeSMEsinhisregionbyproactivelyorganizing&participatinginvariousSMEfocussedExpos,conclaves,seminars&Personaldiscussionmeetingswhichhasenabledhimtobeconstantlyconnectedtothedynamicsofthebusiness.

Om Dutt Sharma EVP – Audit & Process Control

WhileheadingtheInternalAuditteam,O.D.(asheisaddressedatRFL)hasbeeninstrumentalinsettingupofAuditandprocesscontrolfunctionforthelendingbusinessatReligareFinvestLtd.Hehasintroducedvariousfunctionalauditsandcontroltominimizeoperatingandregulatoryrisk,whichhashelpedtheorganizationtobuildrobustsystems,policiesandprocesses.

ODhasanoverallexperienceofmorethan26yearswithaBachelor’sdegreeinhumanities.Hisexperienceof‘successfullysettingupbusinesses’whilebeingpartofthestart-upteamsatHDFCBank&ICICIBankhasimmenselycontributedtothelaunchofRFL’snewoperationshubsinthecountry,ensuringthequalityofdataentry&automatingthedisbursementprocessatbranches,forerrorfreedisbursement.

InhispreviousroleswithHDFCBankLimitedand ICICIPFSLtd/AnagramFinanceLtd,ODhasbeeninvolvedwithRetailAssetOperations,QualityAudits,SalestaxandCollectionsandCustomerServicefunctions.

ODwithhisvastexperienceplaysacrucialroleinmentoringyoungmanagersintheorganizationondiversesubjectsthroughnumerousseminarsandforums.


Our Businesses


Our Businesses

SMEFinancingReligareFinvestLtd.isinthebusinessofofferingcommercialloanstothe‘self-employed’,withaprovenbusinessmodel&financial

trackrecordofperformance,whicharelookingforfunds,toraiseworkingcapital,capacityexpansionoracquisitionofnewplant&

machinery/equipment.Thus,RFLcanbetermedasa‘growthcapitalprovider’totheSMEsinIndiaintheformofdebt.

SME-Secured and Unsecured Working Capital Loan:Thisproductcaterstoworkingcapitalandotherfinancialrequirementsofsmallandmedium

enterprises.Loansaregrantedpostanin-depthanddetailedfinancialanalysis

andcreditunderwritingoftheclients.Weofferboth‘Secured’(firstchargeon

plantandmachinery)and‘unsecured’loans.DuringFY12,RFLdisbursedSME

Loansamountingto` 10.30billionandthetotalbooksize(netofrepayments&

assignments)asonMarch31,2012was` 10.85billionwithacustomerbaseof4,611clients.Duringtheyear,wehaveassigned

SME-WorkingCapitalLoanportfolioof` 1.17billiontootherlenders.

SME-Mortgage:OurSME-Mortgageproductenablesourcustomerstoobtainloansagainsttheirresidentialorcommercialproperty.Loansofferedunderthisproductmaybeutilizedtowardsdifferent

purposesincludingbusinessexpansionandpurchaseofplantandmachinery.

DuringFY12,RFLdisbursedMortgageloansamountingto` 43.20billionandthe

totalbooksize(netofrepayments&assignments)asonMarch31,2012was

` 58.71billionwithacustomerbaseof3,807clients.Duringtheyear,wehave

assignedSME-Mortgageportfolioof` 0.49billiontootherlenders.

SME- Commercial Asset (Commercial Vehicle & Construction Equipment):SME-CommercialAssetfundingisextendedbyRFLtobothprioritysectorsmalloperatorsandhigh-endstrategicoperatorsbothincommercialvehicles(neworused)and

constructionequipment(heavyorlight)segments.DuringFY12,RFLdisbursed

CommercialAssetsLoansamountingto` 11.56billion,takingthetotalbooksize

(netofrepayments&assignments)asonMarch31,2012to` 12.10billionwith

acustomerbaseof10,602clients.Duringtheyear,wehaveassignedSME-

CommercialAssetsportfolioof` 8.76billiontootherlenders.

Auto Lease:ThisproductcaterstofundingofcarleasestoCorporatesacrossallindustriesinmostTier-1citiesandafewTier-2cities.Thecarleaseprogramfallsunderthecategoryoffinancelease.Theofferingis

giventoCorporateswhohaveanexcellenttrackrecordwithrespecttofinancialsandhaveaverygoodstandingintheirownindustry

segment.DuringFY12,RFLdisbursedFinanceLeasesamountingto` 1.77billion,

takingthetotalfinanceleasebook(netofrepayments)asonMarch31st,2012to`

2.30billion.

RFLhasacreditexposureonlargecorporateswherecarsacquiredonleaseare

usedbyindividualcorporateemployees.Thereareatotalof75Corporatesasits

customersinthissegmentwith3,603individualusers.

` 58.71 bn` 125 bn

SME - Mortgage

Total Loan Book

` 10.85 bn

` 125 bnSME - Working Capital Loans

Total Loan Book

` 12.10 bn

` 125 bnSME - Commercial Asset

Total Loan Book

` 2.30 bn

` 125 bnAutolease

Total Loan Book


Our Businesses

CapitalMarketsFinancingLoans Against Securities: OurLoansAgainstSecurities(LAS)businessinvolvesofferingloanssecuredbysecuritiesheldbyretailcustomers.RFL’sLASbookasofMarch31,2012stoodat` 16.05bnacross1,389clients.

Promoter financing:Promoterfinancingentailslendingtopromotersoflarge,reputedcorporatesagainstsharesheldbythemintheircompanies,aswellasothercollateral,inordertoaugmenttheresourcesatthedisposalofthepromoters.RFLundertakes

creditappraisaltoestablishtheserviceabilityoftheloansandalsomaintainsahighmarginofsafetyonthesecurity.Theoutstanding

loansforthepromoterfinancingproductasonMarch31,2012amountedto` 7.09bnacross20clients.

ESOP Financing:ESOPFinancingallowsemployeeswhohavebeenawardedcompanystockoptionsunderanESOPtotakealoanagainstvestedstockoptionsandsharesallottedonexerciseofsuchoptions.Manycorporatesproactivelyfacilitatetheexercise

ofESOPoptionsbytheiremployeesthroughthismechanism.RFL’sloansforESOPfinancingasofMarch31,2012aggregatedto`

20.19millionacross41clients.


Financial Declaration



Religare Finvest Limited

Directors’ Report

Dear Members,Religare Finvest Limited

Your Directors have pleasure in presenting the 17th Annual Report on the business and operations of the Companyalong with the Audited Financial Statement for the year ended 31st March 2012.

FINANCIAL RESULTS(Rs. in million)

Particulars 2011-2012 2010-2011

Total Income 18,587.16 11,631.14

Total Expenditure 16,633.97 9,869.53

Profit before Tax 1,953.19 1,761.61

Provision for Tax

- Current Tax 745.29 664.40

- Taxes for Earlier Years 14.14 36.84

- Deferred Tax (184.47) (87.38)

Profit After Tax 1,378.23 1,147.75

Balance brought forward 1,371.10 813.45

Profit available for Appropriation 2,749.32 1,961.20

Appropriations:

Interim Dividend on Equity Shares –– 259.98

Proposed Final Dividend on Equity Shares 953.27 ––

Proposed Final Dividend on Preference Shares 29.39 ––

Dividend on Preference Shares 1.19

Tax on Distributed Profits 159.61 43.18

Transfer to Statutory Reserve Fund u/s 45 -IC of RBI Act, 1934 275.64 229.55

Transfer to General Reserve 110.26 57.39

Transfer to Debenture Redemption Reserve 827.97 ––

Balance as at the end of the year 391.99 1,371.10

Annual Disclosure as per Clause 28A of the Debt Listing Agreement is attached as Annexure I.

RESULTS OF OPERATIONS

The revenue of your Company has increased from Rs. 11,631.14 million in F.Y. 2010-11 to Rs. 18,587.16 million inF.Y. 2011-12, translating to growth of 60 % over the previous financial year. Profit before Tax increased from Rs.1,761.61 million to Rs. 1,953.19 million, an increase of 11% over the previous financial year. The Net Profit after Taxalso increased from Rs. 1,147.75 million to Rs. 1,378.23 million, a growth of 20 % over the previous financial year.After growing its lending book largely from its own equity during FY 2009-10, the Company had increasingly reliedon borrowed funds for growth of the balance sheet in FY 2010-11 and this was further accentuated in FY 2011-12.Furthermore, the nature of the Company’s business is such that during a period rising interest rates as witnessedduring FY 2011-12, the cost of borrowings increases quickly but there is a lag in raising interest rates to customers.Consequently, in FY 2011-12, interest expenses grew faster than interest income and correspondingly, PAT growthwas not as fast as revenue growth.

BUSINESS OVERVIEW AND FUTURE OUTLOOK

The Small and Medium Enterprises (SME) sector can be regarded as the backbone of India’s economy as itgenerates higher number of jobs per unit of capital employed than other sectors and accounts for a very high shareof output and exports: it is estimated that the sector provides employment to around 60 million people, accounts forabout 45% of the manufacturing output and generates around 40% of the country’s exports. A 2009 study by


ASSOCHAM had estimated that the SME sector will contribute around 22% to India’s GDP in 2012 as againstaround 17% in 2010 and indications are that this level of share in GDP will be achieved by the SME sector. Thesame study had pegged the SME financing opportunity at Rs. 500 billion and Religare Finvest Limited (RFL) continuesto target this opportunity.

RFL’s suite of SME-centric products includes SME-Loans against Property (LAP), SME-Commercial Assets finance(comprising commercial vehicle finance and construction equipment finance) and SME-Working Capital Finance.While the products may be identified by the nature of security offered (as in the case of LAP), RFL focuses on loansthat have enhancement of productive capacity rather than consumption as their end-use. One of our strengths inthis business is our understanding of the psyche of entrepreneurs – this has been institutionalised in the form of aproprietary credit scoring model that we believe is not easily replicable and gives us a competitive advantage. Ourscoring model allows us to make credit decisions that are neither conservative nor aggressive. We have restricteddelinquencies to levels that are the envy of our peers: at the end of FY12, accounts (for Asset Finance Segment)that were 30 days past due (DPD) were 2.33% and 90 DPD were just 0.73% of outstanding loans. Our constantfocus on operating efficiencies has translated to an Operating Expenses to Average Net Receivables ratio for theAsset Finance segment of just 1.45% for the fourth quarter of Financial Year ended 2012. These levels of operatingexpenses are near benchmark levels in the industry and our peer group and we will continue to improve it further.RFL has established a presence in all the important SME clusters across India and as of March 31, 2012, had 37branches in 15 states. The size of our Asset Finance book stood at Rs. 84 billion as on March 31, 2012, or practicallytwo-thirds of RFL’s overall book size; 90% of these loans are secured.

In addition to SME financing which is the core focus, RFL provides Capital Market Finance (comprising LoansAgainst Shares to promoters as well as retail investors, ESOP financing and IPO financing), which complementsthe services offered by RSL; and Corporate Lending, which allows us to profitably park temporary surpluses. Wehad deployed Rs. 23.2 billion and Rs. 18.5 billion in Capital Market Finance and Corporate Lending respectively,as of March 31, 2012.

RFL continues to maintain a strong balance sheet. Our net worth as of March 31, 2011 stood at Rs. 20.8 billion. Theratings assigned to our debt are a testament to the strength of our balance sheet. ICRA has assigned the highestrating [ICRA] ‘A1+’ to our short term debt for an amount of Rs. 50 billion; a rating of [ICRA]‘AA-’ to long term debt foran amount of Rs. 25 billion, a rating of [ICRA]‘AA-’ to long term bank loans for an amount of Rs. 73.5 billion, a ratingof [ICRA]’A1+’ to short term bank loans for an amount of Rs. 6 Billion and a rating of [ICRA]’A+’ to Non-ConvertibleCumulative Redeemable Preference Shares for an amount of Rs. 1,250 million. Additionally, CARE has assigned arating of ‘CARE AA-’ to RFL’s long term debt for an amount of Rs. 15 billion and FITCH has assigned a rating of ‘AA-(Ind)’ to RFL’s Tier-II subordinate debt program for an amount of Rs. 4.5 billion.

As we stand at the threshold of a massive opportunity, our conviction is that our proprietary knowledge of the SMEsector and their credit needs will stand us in good stead and allow us to profitably serve this systemically importantsector.

DIVIDENDIn terms and conditions for the issue of the Preference Shares as contained in the Share Subscription Agreementdated August 01, 2011 executed by and between the Company and ICICI Bank Limited. The Board of Directorsthrough Resolution by Circulation on March 13, 2012 declared and paid dividend at a fixed rate of 1% (one percent)on face value of the Preference Shares out of profits of the Company available for distribution.

FINAL DIVIDENDConsidering the company’s growth and consistent profits for the year ended March 31, 2012 and 2011, the Boardof Directors propose for consideration of the shareholders at the ensuing Annual General Meeting, payment of adividend of Rs.5.50 per share (55%) for the year ended March 31, 2012 on Equity Shares.In lieu of above, Preference Shareholders of different classes are also entitled to dividend as per the respectiveterm of Issues.The aggregate amount of dividend and the dividend distribution tax on Equity and Preference Shares is Rs.11,420.80Lacs.

FIXED DEPOSITSThe Company has neither invited nor accepted any deposits from public within the meaning of Section 58A of theCompanies Act, 1956 read with Companies (Acceptance of Deposit) Rules 1975 during the period under review.


The Board of Directors passed the resolution on April 25, 2012 that the Company has not accepted deposits in theprevious Financial Year 2011-12 and further declared that the Company shall not accept deposits in the FinancialYear 2012-13 without the prior permission of Reserve Bank of India.

STATUTORY RESERVE FUNDOur Company has in accordance with the provisions of Section 45–IC of the Reserve Bank of India (RBI) Act, 1934,created a Reserve Fund and during the year under review the Company has transferred 20% of profit after tax i.e.an amount of Rs 2756.45 lacs (previous year Rs. 2,295.49 lacs) to the said Reserve Fund.

CAPITAL ADEQUACY RATIOAs against the minimum prescribed Capital Adequacy Ratio (CAR) of 15% as set out by the Reserve Bank of India(RBI), the Company has a Capital Adequacy Ratio of 19.65 % as on March 31, 2012 (Previous Year 16.16%)

SUBSIDIARY COMPANYAs on March 31, 2012, your Company has Religare Housing Development Finance Corporation Limited (RHDFCL)as its subsidiary company.Pursuant to the provisions of Section 212(1) of the Companies Act, 1956, (“the Act”), copy of the Balance Sheetand the related Statement of Profit and Loss, Cash Flow Statement, Report of the Board of Directors and theAuditors Report of RHDFCL have been attached with the Balance Sheet of the Company for the financial yearended March 31, 2012. Further a statement of the Company’s interest in RHDFCL, in compliance with Section212(3) of the Act, is also attached with the said Balance Sheet of the Company.

MAJOR EVENTS

RETAIL BOND ISSUE – IPODuring the year, the Company filed Prospectus dated September 1, 2011 with Registrar of Companies, NCT ofDelhi & Haryana and the Bombay Stock Exchange Limited for public issue of Secured Redeemable Non-ConvertibleDebentures of face value of Rs. 1,000 each, (“NCDs”) aggregating up to Rs.400 Crore with an option to retain oversubscription upto Rs.400 Crore for issuance of additional NCDs aggregating to a total of up to Rs.800 Crore onSeptember 2, 2011 & September 5, 2011 respectively. The issue was oversubscribed and the Company pursuantto the resolution dated September 12, 2011 passed by the Debenture Committee of the Board of Directors, haddecided to pre-maturely close the Issue for subscription for all the categories of applicants on September 13,2011.The Company issued and allotted 7,538,049 NCDs aggregating Rs. 7,538,049,000 on September 23, 2011.The Company obtained listing approval from BSE Limited (BSE) vide its Notice No. 20110926/15 dated September26, 2011. Issue expenses related to aforesaid NCDs, estimated to Rs. 211,728,532 is considered for amortizationover the tenure of NCDs. The Company has amortized Rs. 33,431,851 of debenture issue expenses during theyear. The entire proceeds from issue of NCDs, net of the Issue expenses, have been utilised towards the objects ofthe Issue.

CORPORATE AGENCY LICENCE FROM INSURANCE REGULATORY AND DEVELOPMENT AUTHORITY (IRDA)During the year, the Company has obtained registration with Insurance Regulatory Development Authority (IRDA)as a Corporate Agent vide license no. ARL 9009278 dated February 24, 2012. This license authorizes the Companyto procure and solicit insurance business of one life insurer.

CHANGES IN CAPITAL STRUCTURE

During the period under review, the following changes took place with regards to the capital structure of theCompany:

A. AUTHORISED SHARE CAPITAL

� On June 30, 2011, the authorised capital was reclassified from Rs. 2,500,000,000 divided into 250,000,000Equity Shares of Rs. 10/- each to Rs. 2,500,000,000 divided into 237,500,000 Equity Shares of Rs. 10 eachand 12,500,000 Non-Convertible Cumulative Redeemable Preference Shares of Rs. 10 each.

� Further, on November 12, 2011, the authorised capital was reclassified from 25,00,000,000 divided into237,500,000 Equity Shares of Rs. 10 each and 12,500,000 Non-Convertible Cumulative RedeemablePreference Shares of Rs. 10 each to Rs. 25,00,000,000, divided into 217,500,000 Equity Shares of Rs. 10each and 12,500,000 Non-Convertible Cumulative Redeemable Preference Shares of Rs. 10 each and20,000,000 Compulsorily Convertible Preference Shares of Rs. 10 each.


� Further on January 23, 2012 the authorised capital was further reclassified from 2,500,000,000 divided into217,500,000 Equity Shares of Rs. 10 each and 12,500,000 Non-convertible Cumulative RedeemablePreference Shares of Rs. 10 each and 20,000,000 Compulsorily Convertible Preference shares of Rs. 10each to Rs. 2,500,000,000 divided into 190,833,400 Equity Shares of Rs. 10 each and 12,500,000 non-Convertible Cumulative Redeemable Preference Shares of Rs. 10 each and 46,666,600 CompulsorilyConvertible Preference Shares of Rs. 10 each.

B. PAID UP SHARE CAPITAL :

- EQUITY SHARE CAPITAL

� The equity paid up capital of the Company increased from Rs 1,733,221,370 to Rs 1,733,221,670 byway of allotment of 30 Equity Shares to Avigo PE Investments Limited, Mauritius on December 28,2011

� Further, the equity paid up capital of the Company increased from Rs 1,733,221,670 to Rs 1,733,221,870post allotment of 20 Equity Shares to NYLIM Jacob Ballas India Fund III, LLC, Mauritius on January 27,2012.

- PREFERENCE SHARE CAPITAL

� The Company issued 1,25,00,000 1.0% Non-Convertible Cumulative Redeemable Preference Sharesof the face value of Rs. 10/- each (Rupees Ten only) at a premium of Rs. 90/- each (Rupees Ninetyonly) to ICICI Bank Limited on August 9, 2011.

� The Preference paid up capital of the Company augmented from Rs 125,000,000 to Rs 324,999,600by way of allotment of 19,999,960 Compulsorily Convertible Preference shares (face value – Rs 10/-per share , premium of Rs 65/- per share) to Avigo PE Investments Limited, Mauritius on December 28,2011.

� On account of redemption of 625,000 Non-Convertible Cumulative Redeemable Preference Sharesissued to ICICI Bank Limited on December 30, 2011, the Preference share capital of the Companystood at Rs 318,749,600 on the said date.

� Further, the preference paid up capital of the Company increased from Rs 318,749,600 to Rs585,416,000 post allotment of 26,666,640 Compulsorily Convertible Preference shares (face value –Rs 10/- per share , premium of Rs 65/- per share) to NYLIM Jacob Ballas India Fund III, LLC, Mauritiuson January 27, 2012.

� On March 30, 2012, 625,000 Non-Convertible Cumulative Redeemable Preference Shares issued toICICI Bank Limited were redeemed, bringing the Preference share capital to Rs 579,166,000.

DEBENTURES

(i) Details of Privately Placed Secured Redeemable Non - Convertible Debentures outstanding as on March31, 2012 which are secured by pari pasu mortgage over the Company’s immovable property and first paripassu / exclusive charge over companies account receivables as applicable :

(Rs. in lakhs)

Coupon Rate As at As at Date of Earliest ActualMarch 31, March 31, Allotment Redemption Due Redemption

2012 2011 Date

Mibor+900 - 25,000.00 14-Oct-09 Redemption due on Redeemed onwith a cap of October 14, 2011 April 14, 2011

9.25% to 9.35% or at the time of exercisingof option after 18 months of

date of allotment

9.10% - 6,700.00 17-Nov-09 17-Nov-11 Redeemed onNovember 17, 2011

9.10% 6,700.00 6,700.00 17-Nov-09 17-Nov-12 Redemption due onNovember 17, 2012



2012 2011 Date

8.25% - 12,500.00 8-Apr-10 9-Jun-11 Redeemed onJune 09, 2011

8.15% - 7,500.00 8-Apr-10 11-Apr-11 Redeemed onApril 11, 2011

10.50% 3,909.00 3,909.00 30-Sep-10 30-Sep-14 Redemption due onSeptember 30, 2014

10.50% 3,909.00 3,909.00 30-Sep-10 30-Mar-15 Redemption due onMarch 30, 2015



11.75% 7,000.00 7,000.00 18-Mar-11 18-May-12 Redemption due onMay 18, 2012

11.75% 2,000.00 2,000.00 18-Mar-11 6-Jun-12 Redemption due onJune 6, 2012

11.75% 2,600.00 2,600.00 18-Mar-11 2-Jul-12 Redemption due onJuly 2, 2012

11.75% 3,300.00 3,300.00 18-Mar-11 15-May-12 Redemption due onMay 15, 2012

12.00% 5,000.00 5,000.00 31-Mar-11 23-Apr-12 Redemption due onApril 23, 2012

12.00% 2,500.00 2,500.00 31-Mar-11 15-Jun-12 Redemption due onJune 15, 2012

12.00% 2,300.00 2,300.00 31-Mar-11 27-Apr-12 Redemption due onApril 27, 2012

11.00% 5,434.77 - 13-Apr-11 15-May-12 Redemption due onMay 15, 2012

11.65% - - 23-May-11 23-Nov-11 Redeemed onNovember 23, 2011,5000 lakhs

11.00% 2,300.00 - 15-Jul-11 15-Aug-12 Redemption due onAugust 15, 2012

11.40% 10,000.00 - 26-Sep-11 Redemption due on Redemption due onMarch 25, 2013 or at March 25, 2013 or

the time of exercising of at the time of option on June 25, 2012, exercising of option

September 24, 2012 on June 25, 2012, and December 24, 2012 September 24, 2012

and December 24, 2012



2012 2011 Date

11.75% 10.00 - 8-Feb-12 Redemption due on Redemption due onFebruary 8, 2015 or February 8, 2015 or

at the time of exercising at the time of of option on August 8, 2013. exercising of option

on August 8, 2013.

12.25% 70.00 - 8-Feb-12 8-Feb-15 Redemption due onFebruary 8, 2015

12.50% 20.00 - 8-Feb-12 8-Feb-17 Redemption due onFebruary 8, 2017

13.70% 20,000.00 - 19-Mar-12 19-Jun-12 Redemption due onJune 19, 2012

The above debentures are privately placed with Mutual Funds (AMCs), Pension funds, Provident Funds, Banks andCorporates and listed on the Bombay Stock Exchange Limited under Whole Sale Debt Market segment.

(ii) Details of Privately Placed Unsecured Redeemable Non Convertible Debentures outstanding as on March 31,2012:

(Rs. in lakhs)


2012 2011 Date

12.50% 8,000.00 8,000.00 31-Mar-11 31-Aug-16 Redemption due onAugust 31, 2016*

12.75% 5,500.00 0.00 30-Jun-11 30-Mar-17 Redemption due onMarch 30, 2017*

12.75% 11,750.00 0.00 26-Jul-11 26-Apr-17 Redemption due onApril 26, 2017*

12.75% 350.00 0.00 2-Aug-11 2-May-17 Redemption due onMay 2, 2017*

12.75% 2,360.00 0.00 30-Aug-11 30-May-17 Redemption due onMay 30, 2017*

12.75% 500.00 0.00 25-Oct-11 25-Jul-17 Redemption due onJuly 25, 2017*

13.00% 3,360.00 0.00 30-Nov-11 30-May-17 Redemption due onMay 30, 2017*

13.05% 3,390.00 0.00 22-Dec-11 22-Jun-17 Redemption due onJune 22, 2017*

13.05% 70.00 0.00 3-Feb-12 3-May-17 Redemption due onMay 3, 2017*

* These Debentures are subordinate in nature and qualify for inclusion in Tier II capital fund for the computation ofCapital to Risk Assets Ratio (‘CRAR’). These Debentures are also listed on Bombay Stock Exchange Limited underWhole Sale Debt Market segment.


(iii) During the financial year, the Company issued and allotted 1500, 10.90% Secured Compulsorily ConvertibleDebentures (“CCDs”) of face value of Rs. 10 Lacs each, aggregating up to Rs.15,000 Lacs to Religare EnterprisesLimited (“the Holding Company”) in one tranche vide Term Sheet & Subscription Agreement dated May 30,2011, Amendment letter dated August 12, 2011, Second Amendment Agreement dated November 12, 2011and Third Amendment Agreement dated January 17, 2012.

DEBENTURE REDEMPTION RESERVE

In view of the Public Issue of Non-Convertible Debentures (NCDs) aggregating Rs. 7,538,049,000 made by theCompany in September 2011 and in terms of the provisions of Section 117 C of the Companies Act, 1956 read withGeneral Circular no.9/2002 dated April 18, 2002 issued by the Ministry of Corporate Affairs, the Company hastransferred Rs. 827,969,333 out of the Profit After Tax after the transfer to Special Reserve to Debenture RedemptionReserve. Debenture Redemption Reserve (DRR) would be provided according to the requirement for redemptionof option-I and option-II, DRR would first be provided for redemption of Option-II, due for redemption on September23, 2014. After redemption of Option-II , DRR provided for option-II would be considered for redemption of Option-I.

In respect of privately placed Non Convertible Debentures (NCD), no Debenture Redemption Reserve (DRR) isrequired in terms of the clarification issued by Ministry of Law, Justice and Company Affairs by Circular No. 6/3/2001-CL.V dated April 18, 2002 as the Company is registered as NBFC with Reserve Bank of India under Section45-IA of the RBI (Amendment) Act, 1997.

RELIGARE FINVEST LIMITED (RFL) EMPLOYEES STOCK OPTION SCHEME 2010

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

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

During the year under review, 1,475,000 stock options were granted to the eligible employees of the Company andnumber of stock options outstanding (net of cancellations) as on March 31, 2012 were 12,962,000.

DIRECTORS

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

Mr. J.S. Grewal, Whole-Time Director resigned from the Board with effect from November 12, 2011; Mr. SunilGodhwani, Director, Mr. Atul Gupta, Whole-time Director, Mr. J.W. Balani, Director resigned from the Board of theCompany with effect from November 14, 2011 while Mr. Anil Saxena, Managing Director stepped down from theoffice of Managing Director but continuing as Director with effect from November 14, 2011. The Board of Directorsplaced on record their appreciation for the valuable services and guidance provided by them during their tenure asDirectors of the Company.

Further, the Board of Directors and shareholders appointed Mr. Kavi Arora as Managing Director of the Companywith effect from November 14, 2011 for a period of three years.

Mr. Shachindra Nath was appointed as Additional Director of the Company on November 14, 2011.

As per the terms of issuance of Preference and Equity Shares to Avigo PE Investments Ltd, Mauritius, it wasrequired to appoint a Nominee Director on the Company’s Board. Hence-after the Board of Directors and shareholdersappointed Mr. Achal Ghai on the Board as a Non-Retiring and Non- Executive Director with effect from November 17, 2011.

Additionally, as per the terms of issuance of Preference and Equity Shares to NYLIM Jacob Ballas India Fund III,LLC (Jacob Ballas), it was required to appoint a Nominee Director on the Company’s Board and in the samepursuance, Mr. Srinivas Chidambaram was inducted on the Board as a Non-Retiring and Non- Executive Directorwith effect from January 23, 2012 post gaining the shareholders’ approval.

In accordance with the provisions of the Companies Act, 1956 and Articles of Association of the Company, Mr. AnilSaxena and Mr. Padam Bahl, Directors of the Company are liable to retire by rotation at the ensuing Annual GeneralMeeting of your Company and being eligible have offered themselves for their re-appointment. Your Board hasrecommended the re-appointments.

Further, The Board has appointed Mr. Basab Mitra and Mr. Raghuram Raju as Additional Directors on April 25,2012 who are liable to retirement by rotation.


COMMITTEES OF THE BOARD

Due to change in the composition of the Board of Directors of the Company during the period under review, theBoard Committees underwent changes in their composition as well as in their terms of reference. The compositionof following Committees are attached herewith as Annexure II:

� Audit Committee

� Loan / Investment and Borrowing Committee

� Asset – Liability Committee

� Risk Management Committee

� Nomination / Compensation Committee

� Share Allotment Committee

� Debenture Committee

AWARDS AND CERTIFICATIONS

Your Company was awarded with ISO 9001:2008 Certification in February 2012 by BSI, a leading global independentbusiness services organization, for its customer-focused Central Processing Unit, Customer Service and InformationTechnology Functions.

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

There were no instances of fraud, misfeasance or irregularity reported in the Company during the financial year2011-12.

AUDITOR’S

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

AUDITOR’S REPORT

The observations of the Auditors in their report read together with the Notes on Accounts are self-explanatory andtherefore, in the opinion of the Directors, do not call for any further explanation.

DIRECTORS’ RESPONSIBILITY STATEMENT

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

(i) In the preparation of annual accounts for the financial year ended March 31, 2012, the applicable accountingstandards have been followed along with proper explanation relating to material departures;

(ii) The Directors have selected such accounting policies and applied them consistently and made judgmentsand estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of theCompany as at March 31, 2012, and of the profit of the Company for the said period;

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

(iv) The Directors have prepared the annual financial statements for the financial year ended March 31, 2012 on agoing concern basis.

INTERNAL CONTROL SYSTEM

The Company is following an effective internal control system commensurate with its size and operations. In additionto this the work process is designed in such a way that process of internal check is ensured at all levels.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

The Company is not engaged in manufacturing activities and, therefore, the particulars as required under Section217 (1) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of


Directors) Rule,1988 regarding Conservation of Energy, Research and Development and Technology Absorptionare not applicable.

FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company has not earned any foreign exchange during the year under review.

Earnings : Nil

Outgo : Nil

PARTICULARS OF EMPLOYEES

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

ACKNOWLEDGEMENTS

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

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

By Order of the Board of DirectorsFor Religare Finvest Limited

Sd/- Sd/-Place: New Delhi Kavi Arora Anil SaxenaDate : June 1, 2012 Managing Director& CEO Director


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Details required as per Clause 28 of Simplified Listing Agreement for Debt Securities for Financial Year 2011-2012

1. Details for Religare Finvest Limited(Parent)

(A) Loans and Advance to Subsidiary (Rs. in Lacs)

Sr. Particulars As at March Maximum As at March MaximumNo. 31, 2012 Balance During 31, 2011 Balance During

the current the previousYear Year

1 Religare Housing Development 3,699.72 7,645.70 2,293.76 2,850.00Finance Corporation Limited

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

Sr. Particulars Balance As Maximum Governing SectionNo. at March 31, Balance

2012 During thecurrent Year

1 REL Infrafacilities Limited 190.36 7,370.00 370(1B)

2 Religare Securities Limited - 2,000.00 Associate(AS-18)

3 Religare Advisory Services Limited 414.92 414.92 Associate(AS-18)

4 Religare Arts Initiative Limited 2,460.91 2,460.90 370(1B)

5 Religare Bullion Limited - 19,314.18 Associate(AS-18)

6 Religare Capital Markets Limited - 12,655.00 370(1B)

7 Religare Commodities Limited - 3,300.00 Associate(AS-18)

8 Religare Finance Limited - - 370(1B)

9 Religare Insurance Broking Limited 624.42 1,257.06 370(1B)

10 Religare Venture Capital Limited 2,115.52 2,621.68 Associate(AS-18)

11 Vistaar Religare Capital Advisors Limited 69.17 69.17 370(1B)

12 Aegon Religare Life Insurance Company Limited 224.27 224.27 370(1B)

13 DION Global Solutions Limited 3,449.68 13,339.81 Associate(AS-18)

14 Oscar Investments Limited 3,703.22 4,745.81 Associate(AS-18)

15 Religare Aviation Limited 13,728.58 25,150.79 Associate(AS-18)

16 Religare Aviation Training Academy Private Limited 98.32 298.77 Associate(AS-18)

17 Religare Technologies Limited 18,887.35 22,798.57 Associate(AS-18)

18 Religare Voyages Limited 10,012.09 16,664.89 Associate(AS-18)

19 Religare Wellness Limited 762.52 829.25 Associate(AS-18)

20 RHC Holding Private Limited 11,699.43 16,239.75 Associate(AS-18)

21 Super Religare Laboratories Limited - 7,940.20 Associate(AS-18)

22 Religare Infotech Private Limited 9.22 9.22 Associate(AS-18)

23 ANR Securities Limited 10,310.09 13,095.95 Associate(AS-18)

(C) Loans and advances in the nature of loans where there is –(i) No repayment schedule or repayment beyond seven years; - Nil; or(ii) No interest or interest below section 372A of Companies Act by name and amount. Nil

Annexure - l


(D) Loans and advances in the nature of loans to firms/companies in which directors are interested by name andamount. (299 & 24AA).

(Rs. In Lacs)

Sr. Particulars Balance As Maximum Governing SectionNo. at March 31, Balance

2012 During thecurrent Year

All the companies covered under section 299 are alreadycovered under point (B),therefore are not disclosed

1 seperately. - - 299

2. Details for Religare Finvest Limited(Subsidiary)

Details of Transactions with Religare Enterprise Limited (Rs. In Lacs)

Sr. Particulars As at March Maximum As at March MaximumNo. 31, 2012 Balance During 31, 2011 Balance During

the current the previousYear Year

1 Inter Corporate Loans taken - 6,955.00 168.99 30,141.00

3. Investments by the loanee (borrower) in the shares of Parent Company(Religare Finvest Limited) and SubsidiaryCompany(Religare Housing Development Finance Company Limited), when the company has made a loan oradvance in the nature of loan.

Not Applicable

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

Name of Shareholder No. of Shares Held % of Holdingas at March 31, 2012

Religare Enterprises Limited & its Nominees 173,322,137 More then 99.99%

Avigo PE Investments Limited 30 Negligible

NYLIM Jacob Ballas India Fund lll, LLC 20 Negligible

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

Name of Shareholder As at March 31, 2012

No. of Shares held % of Holding

Religare Finvest Limited & its Nominees 34,998,250 87.5%

Maharishi Housing Development Trust 4,963,160 12.4%




COMPOSITION OF THE COMMITTEES OF THE BOARD OF THE COMPANY

The Board has constituted the several committees to deal with specific matters and delegated powers for differentfunctional areas. The Audit Committee, Loan/Investment and Borrowing Committee, Asset Liability Committee,Nomination/Compensation Committee and Risk Management Committee have been constituted in accordancewith the guidelines issued by the Reserve Bank of India.Furthermore, two more Committees namely Share AllotmentCommittee and Debenture Committee were constituted by the Board.These Committees hold their respectivemeetings as and when required.

Name of the Committee Members

Audit Committee Mr. Padam BahlMr. Anil SaxenaMr. Sunil Kumar Garg

Loan /Investment and Borrowing Committee Mr. Anil SaxenaMr. Shachindra NathMr. Sunil Kumar GargMr. Kavi Arora

Asset Liability Committee Mr. Anil SaxenaMr. Shachindra NathMr. Sunil Kumar GargMr. Kavi Arora

Nomination/Compensation Committee Mr. Shachindra NathMr. Padam BahlMr. Anil Saxena

Risk Management Committee Mr. Anil SaxenaMr. Sunil Kumar GargMr. Shachindra NathMr. Kavi Arora

Share Allotment Committee Mr. Kavi AroraMr. Anil SaxenaMr. Sunil Kumar Garg

Debenture Committee Mr. Kavi AroraMr. Anil SaxenaMr. Sunil Kumar Garg



Annexure - ll


Auditors’ Report to the Members of Religare Finvest Limited

1. We have audited the attached Balance Sheet of Religare Finvest Limited (the “Company”) as at March 31,2012, and the related Statement of Profit and Loss and Cash Flow Statement for the year ended on that dateannexed thereto, which we have signed under reference to this report. These financial statements are theresponsibility of the Company’s Management. Our responsibility is to express an opinion on these financialstatements based on our audit.

2. We conducted our audit in accordance with the auditing standards generally accepted in India. Those Standardsrequire that we plan and perform the audit to obtain reasonable assurance about whether the financial statementsare free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amountsand disclosures in the financial statements. An audit also includes assessing the accounting principles usedand significant estimates made by Management, as well as evaluating the overall financial statementpresentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditor’s Report) Order, 2003, as amended by the Companies (Auditor’sReport) (Amendment) Order, 2004 (together the “Order”), issued by the Central Government of India in termsof sub-section (4A) of Section 227 of ‘The Companies Act, 1956’ of India (the ‘Act’) and on the basis of suchchecks of the books and records of the Company as we considered appropriate and according to the informationand explanations given to us, we give in the Annexure a statement on the matters specified in paragraphs 4and 5 of the Order.

4. Further to our comments in the Annexure referred to in paragraph 3 above, we report that:

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

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

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

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

(e) On the basis of written representations received from the directors, as on March 31, 2012 and taken onrecord by the Board of Directors, none of the directors is disqualified as on March 31, 2012 from beingappointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Act;

(f) In our opinion and to the best of our information and according to the explanations given to us, the saidfinancial statements together with the notes thereon and attached thereto give, in the prescribed manner,the information required by the Act, and give a true and fair view in conformity with the accounting principlesgenerally accepted in India:

(i) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2012;

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

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

For Price WaterhouseFirm Registration Number 301112EChartered Accountants

Partha GhoshPlace : Mumbai PartnerDate : May 22, 2012 Membership Number F55913

Auditors’ Report


Referred to in paragraph 3 of the Auditors’ Report of even date to the members of Religare Finvest Limited on thefinancial statements as of and for the year ended March 31, 2012.

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

(b) The fixed assets are physically verified by the Management according to a phased programme designed to cover allthe items over a period of two years which, in our opinion, is reasonable having regard to the size of the Company andthe nature of its assets. Pursuant to the programme, assets located in Haryana, Rajasthan, Madhya Pradesh, Jammuand Kashmir,Goa,Karnataka, Jharkhand, Orissa, Assam, West Bengal, Chhatisgarh, Sikkim, Tamil Nadu,Kerala,AndraPradesh, Gujarat and Pondichery were physically verified by the management during the year and no materialdiscrepancies between the book records and the physical inventory have been noticed.

(c) In our opinion, and according to the information and explanations given to us, a substantial part of fixed assets has notbeen disposed of by the Company during the year.

2. (a) The Company’s Stock in trade comprises of stock of Commodities and Securities held by the Company in physical anddematerialized form . The stock of Commodities has been physically verified by the Management at the year end. TheStock of Commodities and Securities held by the Company in dematerialized form has been verified by the managementwith the demat statement received from the depository at the year end. In respect of Securities lying with third parties,these have been confirmed by them. In our opinion, the frequency of verification is reasonable.

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

(c) On the basis of our examination of the Stock in trade records, in our opinion, the Company is maintaining properrecords of stock. No discrepancies were noticed on physical verification of stock in trade as compared to bookrecords.

3. (a) The Company has not granted any loans, secured or unsecured, to Companies, firms or other parties covered in theregister maintained under Section 301 of the Act. Accordingly, clauses (iii) (b) to (iii)(d) of paragraph 4 of the Orderare not applicable to the Company for the current year.

(b) The Company has not taken any loans, secured or unsecured, from Companies, firms or other parties covered in theregister maintained under Section 301 of the Act. Accordingly, clauses (iii) (f) to (iii) (g) of paragraph 4 of the Order arenot applicable to the Company for the current year.

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

5. According to the information and explanations given to us, there have been no contracts or arrangements referred to inSection 301 of the Act during the year to be entered in the register required to be maintained under that Section. Accordingly,the question of commenting on transactions made in pursuance of such contracts or arrangements does not arise.

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

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

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

9. (a) According to the information and explanations given to us and the records of the Company examined by us, in ouropinion, the Company is generally regular in depositing the undisputed statutory dues, including provident fund,investor education and protection fund, employees’ state insurance, income tax, sales tax, wealth tax, service tax,customs duty, excise duty and other material statutory dues, as applicable, with the appropriate authorities.

Annexure to Auditors’ Report


(b) According to the information and explanations given to us and the records of the Company examined by us, theparticulars of dues of income tax, sales tax, wealth tax, service tax, customs duty and excise duty as at March 31,2012which have not been deposited on account of a dispute, are as follows:

Name of the statute Nature of dues Amount Period to Forum where the(Rs.in lacs) which the dispute is pending

amount relates

Income Tax Act 1961 Income Tax Demands 47.60 A.Y. 2006-07 Commissioner of IncomeTax (Appeals)

Income Tax Act 1961 Income Tax Demands 651.42* A.Y.2007-08 Commissioner of IncomeTax (Appeals)

Income Tax Act 1961 Income Tax Demands 0.34 A.Y. 2007-08 Commissioner of IncomeTax (Appeals)

Income Tax Act 1961 Income Tax Demands 97.02* A.Y. 2008-09 Commissioner of IncomeTax (Appeals)

Income Tax Act 1961 Income Tax Demands 2.37 A.Y. 2008-09 Commissioner of Income(TDS Related) Tax (Appeals)

Income Tax Act 1961 Income Tax Demands 15.84 A.Y. 2009-10 Commissioner of Income(TDS Related) Tax (Appeals)

Income Tax Act 1961 Income Tax Demands 746.35 A.Y2009-10 Commissioner of IncomeTax (Appeals)

Income Tax Act 1961 Income Tax Demands 379.62* A.Y2009-10 Commissioner of IncomeTax (Appeals)

Total 1940.56

*amount adjusted with tax refund due to the Company

10. The Company has no accumulated losses as at March 31, 2012 and it has not incurred any cash losses in the financial yearended on that date or in the immediately preceding financial year.

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

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

13. The provisions of any special statute applicable to chit fund/ nidhi/ mutual benefit fund/ societies are not applicable to theCompany.

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

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

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

17. On the basis of an overall examination of the balance sheet of the Company, in our opinion, and according to the informationand explanations given to us, there are no funds raised on a short-term basis which have been used for long-term investment.


18. The Company has not made any preferential allotment of shares to parties and companies covered in the register maintainedunder Section 301 of the Act during the year.

19. The Company has created security/ charge in respect of debentures issued and outstanding at the year-end amounting toRs 154,645.25 lacs.

20. The Company has raised Rs 75,380.49 lacs by public issues of Non Convertible Bonds during the year. The Managementhas disclosed the end use of money raised by public issues (Refer Note 5.1(ii)), which we have verified.

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

For Price WaterhouseFirm Registration Number 301112EChartered Accountants

Partha GhoshPlace : Mumbai PartnerDate : May 22, 2012 Membership Number F55913


BALANCE SHEET AS AT MARCH 31, 2012

Particulars Note No. As at As atMarch 31, 2012 March 31, 2011(Amount in Rs.) (Amount in Rs.)

EQUITY AND LIABILITIES

Shareholders’ FundsShare Capital 3 2,312,387,870 1,733,221,370Reserves and Surplus 4 18,493,258,309 14,368,114,901

Non - Current LiabilitiesLong - Term Borrowings 5 53,610,471,257 33,965,311,126Other Long Term Liabilities 6 19,060,561 26,067,862Long - Term Provisions 7 634,830,606 344,036,133

Current LiabilitiesShort - Term Borrowings 8 50,592,785,226 44,773,551,933Trade Payables 9 463,267,443 10,094,860Other Current Liabilities 10 23,669,625,564 14,974,378,042Short - Term Provisions 11 1,758,717,365 271,736,150

----------------------------------------------------------------------------------------- -----------------------------------------------------------------------------------------TOTAL 151,554,404,201 110,466,512,377

==================================== ===========================ASSETS

Non - Current AssetsFixed Assets

Tangible Assets 12 502,420,290 588,194,581Intangible Assets 13 38,470,245 42,394,656Capital Work - in - Progress 14 188,469,911 61,583,582

Non - Current Investments 15 3,177,718,894 1,571,594,371Deferred Tax Asset (net) 16 265,994,089 81,519,773Long - Term Loans and Advances 17 69,803,299,325 42,055,822,428Other Non - Current Assets 18 1,604,820,496 293,870,169

Current AssetsCurrent Investments 19 109,707,000 -Inventories 20 2,856,325,080 4,853,337,433Trade Receivables 21 431,124,806 1,812,480,856Cash and Bank Balances 22 14,631,077,010 10,046,880,801Short - Term Loans and Advances 23 57,558,926,861 48,519,009,649Other Current Assets 24 386,050,194 439,824,078

----------------------------------------------------------------------------------------- -----------------------------------------------------------------------------------------TOTAL 151,554,404,201 110,466,512,377

==================================== ===========================Overview and Significant Accounting Policies 1&2The notes are an integral part of the Financial Statements

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

For Price Waterhouse Sd/- Sd/-Firm Registration Number: 301112E KAVI ARORA ANIL SAXENAChartered Accountants Managing Director & CEO Director

(DIN-01429165) (DIN-01555425)

Sd/- Sd/-PARTHA GHOSH PUNIT ARORAPartner Company SecretaryMembership Number: F55913

Place : Mumbai Place : New DelhiDate : May 22, 2012 Date : May 22, 2012


STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED MARCH 31, 2012

Particulars Note No. Year Ended Year EndedMarch 31, 2012 March 31, 2011

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

RevenueRevenue from Operations 25 18,213,090,521 11,029,722,631Other Income 26 374,064,938 601,414,315

----------------------------------------------------------------------------------------- -----------------------------------------------------------------------------------------Total Revenue 18,587,155,459 11,631,136,946

==================================== ===========================

ExpensesEmployee Benefit Expenses 27 1,084,802,091 1,075,428,303Finance Costs 28 12,688,635,451 6,456,824,188Depreciation and Amortization Expense 29 100,329,609 99,890,362Other Expenses 30 2,760,199,144 2,237,384,733

----------------------------------------------------------------------------------------- -----------------------------------------------------------------------------------------Total Expenses 16,633,966,295 9,869,527,586

==================================== ===========================

Profit Before Tax 1,953,189,164 1,761,609,360Tax ExpensesCurrent Tax 745,293,170 664,398,953Deferred Tax (184,474,316) (87,377,730)Taxes for earlier Years 14,143,873 36,842,800

----------------------------------------------------------------------------------------- -----------------------------------------------------------------------------------------Profit for the year 1,378,226,437 1,147,745,337

==================================== ===========================Earnings Per Equity Share 31Basic 7.75 6.66Diluted 7.75 6.66

Overview and Significant Accounting Policies 1&2

The notes are an integral part of the Financial Statements

This is the Statement of Profit and Loss referred to in our For and on behalf of the Board of Directorsreport of even date


(DIN-01429165) (DIN-01555425)




CASH FLOW STATEMENT FOR THE YEAR ENDED MARCH 31, 2012

Particulars Year Ended Year EndedMarch 31, 2012 March 31, 2011(Amount in Rs.) (Amount in Rs.)

A. Cash Flow from Operating Activities:

Profit Before Tax 1,953,189,164 1,761,609,360

Adjustments for:

Depreciation and Amortization Expense 100,329,609 99,890,362

Interest Expense 8,385,442,502 2,912,297,426

Interest Income * (155,373,603) (298,084,220)

Income from Investment - Dividend (6,333,957) (5,600,000)

Reversal of Diminution in value of financial assets (5,460,000) -

Provision for Diminution in the value of Investments 35,095,374 27,776,120

Discount on issue of Commercial Papers 4,067,267,004 3,390,587,829

(Profit)/Loss on Fixed Assets sold(Net) 18,748,802 19,580,281

(Profit)/Loss on sale of Investments (89,714,036) (204,849,468)

Loans Written off 216,750,189 183,451,986

Provision for Bad and Doubtful Loans and Advances (NPA) 602,884,976 372,598,220

Provision for Gratuity & Leave Encashment 2,491,288 (11,542,328)

Tax Deducted at Source on Operating Income

(including Securities Transaction Tax) (722,830,397) (489,104,818)

Operating profit before Working Capital changes 14,402,486,915 7,758,610,750

Adjustments for changes in Working Capital :

(Increase)/Decrease in Receivables 1,384,747,831 2,020,937,323

(Increase)/Decrease in Stock in Trade 1,997,012,353 2,005,032,978

(Increase)/Decrease in Other Receivables (36,749,406,736) (49,396,508,889)

Increase/(Decrease) in Trade and Other Payables 396,824,417 1,192,182,814

Cash used in Operations (18,568,335,220) (36,419,745,024)

Taxes Paid (Net of Tax Deducted at Source) (29,923,895) (149,556,212)

Net cash (used in) / Generated From Operations (A) (18,598,259,115) (36,569,301,236)

B. Cash Flow from Investing Activities:

Purchase of Fixed Assets (52,927,614) (440,662,960)

Capital Work in Progress (27,080,362) (122,034,195)

Proceeds from Sale of Fixed Assets 14,986,563 270,073,497

Proceeds from Sale of Investments # 92,191,485,056 252,647,868,665

Purchase of Investments (93,850,412,677) (248,656,359,356)

Interest Received (Revenue) 189,752,225 104,243,402

Dividend Received 6,333,957 5,600,000

Net Cash (used in) / Generated From Investing Activities (B) (1,527,862,852) 3,808,729,053


Particulars Year Ended Year EndedMarch 31, 2012 March 31, 2011


C. Cash Flow from Financing Activities:Proceeds from fresh issue of Equity Share Capital(including securities premium) 5,000 -Proceeds from fresh issue of Preference Share Capital(including securities premium) 4,749,995,000 -Expenses for Issue of Preference Share Capital (59,782,176) -Redemption of Preference Share Capital(including redemption premium) (220,674,255) -Proceeds from Short term borrowings(Net) (929,780,541) (334,812,612)Proceeds from Long term borrowings(Net) 19,993,364,845 34,531,611,125(Payments)/ Receipts from Inter Corporate Deposits/loans (Net) (2,000,741,739) 2,904,641,739Receipts from / (Payments to ) Debentures & Commercial papers (Net) (2,877,138,429) (690,551,610)Proceeds from Cash Credits (Net) 14,797,643,748 7,747,904,955Interest Paid (7,387,062,816) (2,981,555,270)Dividend Paid (1,187,501) (259,983,205)Dividend Tax Paid (43,372,633) -Net Cash generated from Financing Activities ( C ) 26,021,268,503 40,917,255,122Net Increase/(Decrease) in Cash & Cash Equivalents (A+B+C) 5,895,146,536 8,156,682,939Cash and Cash Equivalents at the beginning of the Year 10,340,750,970 2,184,068,031Cash and Cash Equivalents at the end of the Year 16,235,897,506 10,340,750,970Cash and Cash Equivalents at the year end comprises ofCash and Cheques/Stamp papers in Hand 503,053 1,602,506Fixed Deposits with Scheduled Banks 2,524,463,281 2,458,807,622Balance with Scheduled Banks 13,710,931,172 7,880,340,842

----------------------------------------------------------------------------------------- -----------------------------------------------------------------------------------------16,235,897,506 10,340,750,970

==================================== ===========================

* Interest income for the year ended March 31, 2012 does not include interest from lending operation of Rs.16,446,545,959(Year ended March 31, 2011 of Rs. 9,186,899,872)

# Includes Rs. 24,581,150 of refund of share application money.

Notes :1 The above Cash flow statement has been prepared under the “Indirect method” as set out in Accounting

Standard-3(AS-3).2 Figures in brackets indicate cash outgo/income.3 Previous year figures have been regrouped, re-arranged and reclassified wherever necessary to conform to

the current years’ classification.

This is the Cash Flow Statement referred in our report of For and on behalf of the Board of Directorseven date


(DIN-01429165) (DIN-01555425)




NOTES FORMING PART OF THE FINANCIAL STATEMENTSFOR THE YEAR ENDED MARCH 31, 2012

1 OVERVIEWReligare Finvest Limited was incorporated on 6th January, 1995 as Skylark Securities Private Limited. Thename of the Company was changed from Skylark Securities Private Limited to Fortis Finvest Private Limited on23rd September, 2004. The Company was converted into a public limited company on 07th October, 2004 andthe name was changed to Fortis Finvest Limited. Further, on 4th April, 2006 the name of the Company waschanged to Religare Finvest Limited (the ‘Company’).

The Company is holding Certificate of Registration (CoR) as Non-Banking Financial Institution, without acceptingpublic deposits, registered with the Reserve Bank of India (“RBI”) under section 45-IA of the Reserve Bank ofIndia Act, 1934 and primarily engaged in lending, investment, financial advisory services and distribution ofthird party financial products. The Company received the CoR from RBI initially on 03rd January, 2001 ascategory B Non-Deposit taking Non-Banking Financial Institution and consequently upon change in name ofthe Company, RBI issued a fresh CoR on 10th November, 2006 enabling the Company to carry on the businessas a Non-Deposit taking Category B Non-Banking Financial Institution.

2 SIGNIFICANT ACCOUNTING POLICIES

a) BASIS OF ACCOUNTINGThe Financial statements are prepared under the historical cost convention and on accrual basis ofaccounting and in accordance with Generally Accepted Accounting Principles in India and comply inmaterial aspect with the measurement and recognition principals of Accounting Standards referred inSection 211 (3C) of the Companies Act, 1956 of India (“the Act”) read with Companies (Accounting Standard)Rules 2006 to the extent applicable, the Reserve Bank of India Act(RBI), 1934 and Non-Banking FinancialCompanies Auditor’s Report (Reserve Bank) Directions, 2008.

b) USE OF ESTIMATESThe presentation of Financial Statements requires estimates and assumptions to be made that affect thereported amount of assets and liabilities on the date of financial statements and the reported amount ofrevenue and expenses during the reporting period. Difference between the actual results and estimatesare recognized in the period in which results are known / materialized.

c) REVENUE RECOGNITIONi. Interest income from financing activities is recognized on an accrual basis except in the case of non-

performing assets, where it is recognised on realisation, as per the Prudential Norms of the RBI.ii. Processing Fees is recognized upon receipt of the fees.iii. Financial advisory Fees are accrued based on stage of completion of assignments in accordance with

terms of the relevant agreement.iv. Dividend from investments is accounted for when the right to receive dividend is established.v. Brokerage from Mutual fund distribution activity is recognized on accrual basis.vi. Income from derivative transactions is recognized on accrual basis.vii. Income from security transactions is recognized on accrual basis.viii. Revenue excludes service tax and VAT.xi. Income from Arbitrage and trading in securities and derivatives comprises Profit / loss on sale of

securities/ commodities held as stock -in -trade and Profit/ loss on equity / commodity derivativeinstruments. Profit /loss on sale of securities/ commodities are determined based on first in first out(FIFO)cost of securities/ commodities sold. Profit/ loss on equity / commodity derivative transactions isaccounted for based on the ‘Guidance Note on Accounting for Equity Index and Equity Stock Futuresand Options’ issued by the Institute of Chartered Accountants of India which is more fully explainedbelow:-


Equity Index / Stock and Commodity– derivativesa) “Initial margin” representing initial margin paid, and “Margin Deposits,” representing additional margin

over and above initial margin, for entering into contracts for equity index / stock and commodity futures,which are released on final settlement / squaring-up of underlying contracts, are disclosed as CurrentAssets as loans and advances.

b) Equity index / stock and Commodity futures are marked – to – market on a daily basis. Debit or creditbalance disclosed under loans and advances or current liabilities, respectively. The “Mark – to –Market Margin – Equity Index / Stock and Commodity Futures Account” , represents the net amountpaid or received on the basis of movement in the prices of index / stock and Commodity futures till thebalance sheet date.

c) As on the balance sheet date, profit / loss on open positions in index / stock and commodity futuresare accounted for as follows:

- Credit balance in the “Mark – to – Market Margin – Equity Index / Stock and Commodity FuturesAccount”, being anticipated profit, is ignored and no credit for the same is taken in the Statement ofProfit and Loss Account.

- Debit balance in the “Mark – to – Market Margin – Equity Index / Stock and Commodity Futures Account”,being anticipated loss is adjusted in the Statement of Profit and Loss Account.

d) On final settlement or squaring-up of contracts for equity index / stock and commodity futures, theprofit or loss is calculated as the difference between settlement / squaring-up price and contractprice. Accordingly, debit or credit balance pertaining to the settled / squared-up contract in “Mark – to– Market Margin – Equity Index / Stock and Commodity Futures Account” is recognized in the Statmentof Profit and Loss Account. When more than one contract in respect of the relevant series of equityindex futures contract to which the squared-up contract pertains is outstanding at the time of thesquaring-up of the contract, the contract price of the contract so squared-up is determined usingweighted average method for calculating profit / loss on squaring-up.

d) FIXED ASSETSFixed assets are stated at cost less accumulated depreciation. Cost for this purpose includes purchaseprice, nonrefundable taxes or levies and other directly attributable costs of bringing the asset to its workingcondition for its intended use.

e) INTANGIBLE ASSETSIntangible Assets are recognized only if it is probable that the future economic benefits that are attributableto assets will flow to the enterprise and the cost of the assets can be measured reliably. The intangibleassets are recorded at cost and are carried at cost less accumulated depreciation and accumulatedimpairment losses, if any.

Computer software which is not an integral part of the related hardware is classified as an intangible assetand is being amortized over the estimated useful life.

f) LEASED ASSETSi. Assets acquired under leases where a significant portion of the risks and rewards of the ownership are

retained by the lessor are classified as operating leases. The rentals of the leased assets under operatinglease are treated as revenue expenditure.

ii. Assets subject to operating leases are included in fixed assets. Lease income is recognized in theProfit and Loss Account on straight – line basis over the lease term. Operating Costs of the leaseasset, including depreciation, are recognized as an expense in the Statment of Profit and Loss Account.Initial direct costs such as legal costs, brokerage costs, etc. are charged to the Statment of Profit andLoss Account as incurred.

g) DEPRECIATIONImmovable assets at the leased premises including civil works, electrical items are capitalized as leaseholdimprovements and are amortized over the primary period of lease subject to maximum of 6 years.


Depreciation is provided on Straight Line Method, at the rates specified in Schedule XIV of the CompaniesAct, 1956 or the rates based on useful lives of the assets as estimated by the management, whichever arehigher. Depreciation is provided for on a pro-rata basis on the assets acquired, sold or disposed off duringthe year.

Due to pace of change in technology, change in business dynamics and operations forcing the companyto apply new tools and technologies and discard old ones and degrading in product quality, the companyhas decided to revise estimated life of all assets purchased and put to use after October 1, 2011.Consequently the rates of depreciation charged on assets are as under:-

Assets Description Depreciation Rate (%) Depreciation Rate (%) Depreciation Rate (%)(Put to use upto (Put to use after (As per Schedule XIV of

September 30, 2011) October 1, 2011) the Companies Act, 1956)

Computers 16.21% Between 16.21% to 50% 16.21%

Office Equipment Between 10% to 20% Between 10% to 20% 4.75%

Furniture and Fixtures 6.33% 20% 6.33%

Vehicle 9.50% 16% 9.50%

Building 1.63% 1.63% 1.63%

Intangible Assets -Software 16.21% 16.21% 16.21%

Individual assets costing up to Rs. 5,000 are fully depreciated in the year/period of acquisition.

h) INVESTMENTSInvestments are classified into non current investments and current investments. Investments which areintended to be held for one year or more are classified as non current investments and investments whichare intended to be held for less than one year are classified as current investments. Non current investmentsare accounted at cost and any decline in the carrying value other than temporary in nature is provided for.Current investments are valued at cost or market / fair value, whichever is lower.

In case of investment in Mutual Funds, the net asset value of units declared by the Mutual Funds is consideredas the fair value.

i) FOREIGN CURRENCY TRANSACTIONS

i. Transactions in foreign currencies are recorded at the rate of exchange in force at the time of occurrenceof the transactions.

ii. Exchange differences arising on settlement of revenue transactions are recognized in the Statementof Profit and Loss Account.

iii. Monetary items denominated in foreign currencies are restated using the exchange rates prevailing atthe date of Balance Sheet and the resulting net exchange difference is recognized in the Statement ofProfit and Loss account.

iv. Premium or discount on forward contracts entered for the purpose of hedging is amortised over the lifeof such contracts and is recognised as income or expense.Exchange difference on such forwardexchange contracts outstanding as at year/period end is recognized in the Statment of Profit and LossAccount.

j) EMPLOYEE BENEFITS

i. Provident Fund is a defined contribution scheme and the contributions as required by the statute arecharged to the Statement of to the Statement of Profit and Loss Account as incurred.

ii. The Company has an obligation towards gratuity, a defined benefit retirement plan covering eligibleemployees. The plan provides for a lump sum payment to vested employees at retirement, death whilein employment or on termination of employment. Vesting occurs upon completion of five years ofservice. The Company makes annual contributions to gratuity fund (“Religare Finvest Limited Group


Gratuity Scheme”) established as trust. The Company accounts for the liability for gratuity benefitspayable in future based on an independent actuarial valuation conducted by an independent actuaryusing the Projected Unit Credit Method as at the Balance Sheet date.

iii. The employees of the company are entitled to compensated absences and leave encashment as perthe policy of the company, the liability in respect of which is provided based on an actuarial valuationas at the end of the Balance Sheet date.

iv. Actuarial gains and losses comprise experience adjustments and the effects of changes in actuarialassumptions are recognized immediately in the Statement of Profit and Loss Account as income orexpense.

v. The undiscounted amount of short - term employee benefits expected to be paid in exchange forservices rendered by an employee is recognized during the period when the employee renders theservice.

vi. Stock Appreciated Rights (SAR’s) given as a part of employee retention strategy of the company. Theeligible employees are entitled to receive an incentive based on the price of the shares of the ReligareEnterprises Limited, the Holding Company. The amount of such incentive proportionate to the vestingperiod as at the Balance Sheet date is recognized as an expense based on the fair value of shares asat the balance sheet date or the cost of acquisition of such shares where the same have been acquiredby an employee Trust formed for the purpose.

vii. Stock Options granted to eligible persons under the relevant Stock Option Schemes are accounted forat intrinsic value. For accounting treatment, reference has been made of the Employee Stock OptionScheme and Employee Stock Purchase Scheme Guidelines 1999 issued by the Securities ExchangeBoard of India. Accordingly, the excess of average market price, determined as per guidelines of theunderlying equity shares (market value) over the exercise price of the options, if any, is recognized asdeferred stock option expense and is charged to the Statment of Profit and Loss Account on a straightline basis over the vesting period of the options.

k) TAXES ON INCOME

i. Current tax is determined as the amount of tax payable in respect of taxable income for the year /period.

ii. Deferred tax is recognized, subject to the consideration of prudence in respect of deferred tax asset,on timing differences, being the difference between taxable income and accounting income thatoriginate in one year and are capable of reversal in one or more subsequent years/period.

iii. Provision for taxation for the year is ascertained on the basis of assessable profits computed inaccordance with the provisions of the Income Tax Act, 1961.

l) PROVISIONS, CONTINGENT LIABILITIES AND CONTINGENT ASSETS

i. Provisions involving substantial degree of estimation in measurement are recognized when there is apresent obligation as a result of past events and it is probable that there will be an outflow of resources.Contingent liabilities are not recognized but are disclosed in the notes.Contingent assets are neitherrecognized nor disclosed in the financial statements.

ii. Provision for Non-Performing Assets/investments and Contingent Provision against Standard Assetsmade is in line with the Prudential Norms prescribed by Reserve Bank of India. The Management hasframed a more prudent policy by proactively adopting the recognition of NPAs for SME and Commerciallending at 90+ Days Past Due(‘DPD’) whereas it follows 180+ DPD for rest of the assets.

iii. General Provision on Standard Assets is maintained by providing upfront on the disbursements tomeet unexpected losses which are inherent in any portfolio but not yet identified.


m) IMPAIRMENT OF FIXED ASSETSAssets are reviewed for impairment at each balance sheet date. In case, events and circumstances indicateany impairment, the recoverable amount of these assets is determined. An asset is impaired when thecarrying amount of the asset exceeds its recoverable amount. An impairment loss is charged to the Statmentof Profit and Loss Account in the period in which an asset is defined as impaired. An impairment lossrecognized in prior accounting periods is reversed if there has been a change in the estimate of therecoverable amount and such loss either no longer exists or has decreased.

n) STOCK-IN-TRADE

i. The securities/commodities acquired with the intention of short-term holding and trading positions areconsidered as stock – in – trade and disclosed as current assets.

ii. The securities/commodities held as stock – in – trade are valued at lower of cost and market value.

o) BORROWING COSTSAncillary costs incurred for arrangement of borrowings such as upfront fees,brokerage and debentureissue expense are amortized over the tenure of the borrowing as per terms of sanction / agreement/issue.

p) COMMERCIAL PAPERThe difference between the redemption value and acquisition cost of Commercial Paper is amortised overthe tenure of the instrument. The liability as at the Balance Sheet date in respect of such instruments isrecognized at face value net of unamortized discount.


NOTE NO. 3 : SHARE CAPITAL (Amount in Rs.)

As At As AtParticulars

31st March, 2012 31st March, 2011

Authorised:

190,833,400 (March 31, 2011: 250,000,000) equity sharesof Rs.10/- each 1,908,334,000 2,500,000,000

12,500,000 (March 31, 2011: Nil) Non Convertible CumulativeRedeemable Preference Shares of Rs. 10/- each 125,000,000 —

46,666,600 (March 31, 2011: Nil) Compulsorily ConvertiblePreference Shares of Rs. 10/- each 466,666,000 —

Total 2,500,000,000 2,500,000,000Issued, Subscribed & Fully paid up

173,322,187 (March 31, 2011: 173,322,137)equity shares of Rs. 10/- each 1,733,221,870 1,733,221,370

11,250,000 (March 31, 2011: Nil)1% Non ConvertibleCumulative Redeemable Preference Shares of Rs. 10/- each 112,500,000 —

46,666,600 (March 31, 2011: Nil) 0.01% Compulsorily ConvertiblePreference Shares of Rs. 10/- each 466,666,000 —

Total 2,312,387,870 1,733,221,370

3.1 Reconciliation of number and amount of Shares

Particulars As at March 31, 2012 As at March 31, 2011

Number Amount Number Amountof Shares in Rs. of Shares in Rs.

Authorised

Equity Shares of 10/- eachBalance as at the beginning of the year 250,000,000 2,500,000,000 250,000,000 2,500,000,000Reclassified into Non Convertible CumulativeRedeemable Preference Shares of Rs. 10/- each 12,500,000 125,000,000 — —

Reclassified into Compulsorily Convertible PreferenceShares of Rs. 10/- each 46,666,600 466,666,000 — —

Balance as at the end of the year (A) 190,833,400 1,908,334,000 250,000,000 2,500,000,000Non Convertible Cumulative RedeemablePreference Shares of Rs. 10/- eachBalance as at the beginning of the year — — — —

Reclassified from Equity Shares of Rs. 10/- each 12,500,000 125,000,000 — —

Balance as at the end of the year (B) 12,500,000 125,000,000 — —

Compulsorily Convertible Preference Sharesof Rs. 10/- eachBalance as at the beginning of the year — — — —

Reclassified from Equity Shares of Rs. 10/- each 46,666,600 466,666,000 — —

Balance as at the end of the year ( C) 46,666,600 466,666,000 — —

Balance as at the end of the year (A+B+C) 250,000,000 2,500,000,000 250,000,000 2,500,000,000



Number Amount Number Amountof Shares in Rs. of Shares in Rs.

Issued, Subscribed & Fully paid upEquity Shares of Rs. 10/- eachBalance as at the beginning of the year 173,322,137 1,733,221,370 170,322,137 1,703,221,370Add: Shares issued during the year(refer note 3.1 (a)(i) & 3.1(b)) 50 500 3,000,000 30,000,000

Balance as at the end of the year (A) 173,322,187 1,733,221,870 173,322,137 1,733,221,3701% Non Convertible Cumulative RedeemablePreference Shares of Rs. 10/- eachBalance as at the beginning of the year — — — —

Add: Shares issued during the year (refer note 3.1 (a)(ii)) 12,500,000 125,000,000 — —

Less: Redemption of Preference shares 1,250,000 12,500,000 — —

Balance as at the end of the year (B) 11,250,000 112,500,000 — —

0.01% Compulsorily Convertible preferenceshares of Rs. 10/- eachBalance as at the beginning of the year — — — —

Add: Shares issued during the year(refer note 3.1 (a)(iii) and 3.1(a)(iv)) 46,666,600 466,666,000 — —

Balance as at the end of the year (C) 46,666,600 466,666,000 — —

Balance as at the end of the year (A+B+C) 231,238,787 2,312,387,870 173,322,137 1,733,221,370

Notes:

3.1 (a) During the year :

(i) The company has issued and allotted 30 equity Shares of Rs 10 each at a premium of Rs 90 each, aggregating Rs3,000 to Avigo PE Investments Limited, a company registered under Law of Mauritius, on December 28, 2011 and20 equity Shares of Rs 10 each at a premium of Rs 90 each, aggregating Rs 2,000 to NYLIM Jacob Ballas IndiaFund III LLC, a company registered under Law of Mauritius, on January 27, 2012.

(ii) Issued and allotted 12,500,000 1% Non Convertible Cumulative Redeemable Preference Shares of Rs 10 each ata premium of Rs 90 each, aggregating Rs 1,250,000,000 to ICICI Bank Limited on August 9, 2011. These sharesshall be redeemed in 20 installments starting from December 30, 2011 and ending on September 30, 2016 bypaying the applicable redemption amount and redemption premium as per the terms of issue. Share Issue expensesincurred for aforesaid shares of Rs. 50,342,500 has been adjusted with securities premium in accordance withprovisions of section 78 of the Companies Act, 1956.During the year the Company has redeemed 1,250,000shares alongwith redemption premium in accordance with the terms of issue, out of proceeds of fresh issue ofpreference share capital, therefore the Company has not transfered any amount to Capital Redemption Reservein accordance with the provisions of section 80 of the Companies Act, 1956. The premium paid and payable onredemption would be adjusted with securities premium in accordance with provisions of section 80 of the CompaniesAct, 1956.

(iii) Issued and allotted 19,999,960 Series A 0.01% Compulsorily Convertible Preference Shares (CCPS)of Rs 10 eachat a premium of Rs 65 each, aggregating Rs 1,499,997,000 to Avigo PE Investments Limited on December 28,2011. Share Issue expenses incurred for aforesaid shares of Rs. 5,450,150 has been adjusted with securitiespremium in accordance with provisions of section 78 of the Companies Act, 1956.


(iv) Issued and allotted 26,666,640 Series B 0.01% Compulsorily Convertible Preference Shares (CCPS) of Rs 10each at a premium of Rs 65 per share, aggregating to Rs 1,999,998,000 to NYLIM Jacob Ballas India Fund III LLCon January 27, 2012. Share Issue expenses incurred for aforesaid shares of Rs. 3,989,526 has been adjusted withsecurities premium in accordance with provisions of section 78 of the Companies Act, 1956.

(b) During the previous year :

The company converted second tranche of 6,00,000 privately placed Compulsorily Convertible Debentures (CCDs) ofRs 1000/- each issued on June 23, 2008 aggregating Rs. 60,00,00,000 ,by allotment of 3,000,000 fully paid equityshares of Rs.10 each at a premium of Rs. 190 per share to Religare Enterprises Limited, the Holding Company.

3.2 The rights, preferences and restrictions attaching to equity shares and the repayment of capital is as under:

The Company has only one class of equity shares having a par value of Rs 10 per share. Each shareholder is entitled to onevote per share. The company declares and pays dividend in Indian Rupee. The dividend proposed by the Board of theDirectors is subject to the approval of the shareholders in the ensuing Annual General Meeting except in case of InterimDividend. In the event of the liquidation of the Company, the holder of the equity shares will be entitled to receive any of theremaining assets of the Company, after distribution of all prefrential amounts. The distribution will be in proportion of thenumber of the equity shares held by the equity share holders.

3.3 The rights, preferences and restrictions attaching to preference shares including restriction on the distribution ofdividend and the repayment of capital is as under:

The company has two classes of Preference Shares:

1% Non Convertible Cumulative Redeemable Preference Shares (NCPS)

1% Non Convertible Cumulative Redeemable Preference Shares (NCPS): The face value of each share is Rs. 10.Theshares shall have same voting rights applicable to the preference shares under the Companies Act, 1956. Each preferenceshare entitiles the holder a right to recieve, in priority to Equity shareholder , preference dividend on cumulative basis at afixed rate of 1% per financial year , to be paid out of the profits available for distribution and resolved to be distributed onor before the dates as per the terms of issue. In the event of liquidation of the Company, the holder is entitled to receive inpriority to all equity shares, amount equal to the total of paid up capital plus the redemption premium and unpaid dividendas per the terms of issue.

0.01% Compulsorilty Convertible Preference Shares(CCPS):

Series A : The face value of each share is Rs. 10.The shareholders shall have same voting rights applicable to the preferenceshares under the Companies Act, 1956. Each preference share entitiles the holder a right to recieve, in priority to Equityshareholder , preference dividend on cumulative basis at a fixed rate of 0.01% per financial year as per the terms of issue.

Series B: The face value of each share is Rs. 10.The shareholdrs shall have same voting rights applicable to the preferenceshares under the Companies Act, 1956. Each preference share entitiles the holder a right to recieve, in priority to Equityshareholder , preference dividend on cumulative basis at a fixed rate of 0.01% per financial year as per the terms of issue.

3.4 Shares held by Holding Company

Particulars As at As at March 31, 2012 March 31, 2011(Amount in Rs.) (Amount in Rs.)

173,322,137 Shares (Previous Year: 173,322,137 shares) held byReligare Enterprises Limited and its nominees) 1,733,221,370 1,733,221,370

Total 1,733,221,370 1,733,221,370


3.5 Details of shares held by the shareholders holding more than 5% of the aggregate shares in the Company.

Name of Shareholder As at March 31, 2012 As at March 31, 2011

No. of % of No. of AmountShares held Holding Shares held Holding

a. Equity Shares

Religare Enterprise Limited & its Nominees(refer note 3.1(a)) 173,322,137 99.99% 173,322,137 100%

b. Preference Shares

ICICI Bank Ltd (1% Non convertible cumulativeRedeemable Preference Shares) 11,250,000 100% — —

Avigo PE Investments Limited(0.01% CompulsorilyConvertible Prefrence Shares)- Series A 19,999,960 100% — —

NYLIM Jacob Ballas India Fund III LLC (0.01%Compulsorily Convertible Prefrence Shares)-Series B 26,666,640 100% — —

3.6 The particulars of shares reserved for issue under options

Refer Note 40 (h)for details of shares to be issued under the Employee Stock Option Plan.

3.7 The terms of securities(preference shares/debentures) convertible into equity share are as under:

a) 10.90% Secured Compulsorily Convertible Debentures(CCDS):

These debentures shall be converted into Equity shares at a fair value which is determined by an independent CharteredAccountant or a Category-I Merchant Banker on the Conversion Date i.e. May 30, 2016.The Equity shares issuedconsequent upon conversion of the CCDS shall rank pari-passu in all respects with then existing fully paid up Equityshares of the Company.The CCDS doesn’t have an option of Call or Put.(Refer note 5.1 (I)(iii))

b) 0.01%Compulsorily Convertible Preference Shares (CCPS)

Series A:

Conversions shall happen :

(i) only after approval of the audited financial statement for the F.Y. 2013 (lock in period), and at any time after thelock in period upon written notice by the Allottee requiring the Company to convert the Subscription Shares intoEquity Shares, provided however, that notwithstanding anything to the contrary, the Subscription Shars shallautomatically convert into equity shares upon the expiry of the 7th anniversary of the closiing date (MandatoryConversion Date) or

(ii) Automatically, at any time prior to the mandatory conversion date, immediately prior to the occurence of a QIPOwhether or not the lock in period has expired.

Series B:

Conversions shall happen :

(i) only after approval of the audited financial statements for the F.Y 2013 by the Board (Compulsorily HoldingPeriod) and at any time after the Compulsorily Holding Period upon written notice by the Investor requiring theCompany to convert the CCPS into Equity Shares, provided however that notwithstanding anything to the contrary,the CCPS shall automatically convert into Equity Shares upon the expiry of the 7th Anniversary of the Closing date(mandatory conversion date) or

(ii) automatically, at any time prior to the mandatory conversion date, immediately prior to the occurance of a QIPOwhether or not the Compulsorily Holding Period has expired.

3.8 There are no shares bought back by the company during the period of 5 years immediately preceeding thebalance sheet date.


NOTE NO. 4 : RESERVES AND SURPLUS (Amount in Rs.)



a. Securities Premium AccountBalance as at the beginning of the year 12,070,135,480 11,500,135,480Add : Securities premium credited on issue of Equity Shares 4,500 570,000,000(refer note 3.1(a)(i))Add : Securities premium credited on issue of Prefrence Shares(refer note 3.1 (a)(ii),(iii)&(iv)) 4,158,329,000 —Less : Premium Utilised for various reasons:Expenses related to Preference Share issue 59,782,176 —(Refer Note 3.1 (a)(ii),(iii)&(iv))Premium on redemption of Preference Shares 208,174,255 —(Refer Note 3.1 (a)(ii))

Balance as at the end of the year 15,960,512,549 12,070,135,480

b. Debenture Redemption Reserve (refer note 4.1)Balance as at the beginning of the year — —Add: Transferred from Surplus in Statement ofProfit and Loss during the year 827,969,333 —

Balance as at the end of the year 827,969,333 —

c. General Reserve (refer note 34.1)Balance as at the beginning of the year 270,699,298 213,312,031Add: Transferred from Surplus in Statement ofProfit and Loss during the year 110,258,116 57,387,267

Balance as at the end of the year 380,957,414 270,699,298

d. Statutory Reserve Fund (Refer Note 4.2)Balance as at the beginning of the year 656,182,085 426,633,018Add: Transferred from Surplus in Statement ofProfit and Loss during the year 275,645,287 229,549,067


e. SurplusBalance as at the beginning of the year 1,371,098,038 813,452,201Add: Net Profit For the current year 1,378,226,437 1,147,745,337

Amount available for appropriation 2,749,324,475 1,961,197,538Less: Interim Dividends(Refer note 34.1(b)) — (259,983,205)Less: Proposed Final Dividend on Equity Shares (Refer note 34.1(a)(ii)) (953,272,029) —Less: Proposed Final Dividend on Preference Shares(Refer note 34.1 (a)(ii)) (29,394,774) —Less: Dividend on Preference Shares(Refer note 34.1(a)(i)) (1,187,501) —Less: Corporate Dividend Tax (Refer note 34.1((a)(i), 34.1(a)(ii) and 34.1(b)) (159,605,794) (43,179,961)Less: Transfer to General Reserve (Refer note 34.1(a)(ii)) (110,258,116) (57,387,267)Less: Transfer to Statutory Reserves fund (Refer note 4.2) (275,645,287) (229,549,067)Less: Transfer to Debenture Redemption Reserve (827,969,333) —

Balance as at the end of the year 391,991,641 1,371,098,038

Total 18,493,258,309 14,368,114,901


4.1 In view of the Public Issue of Non-Convertible Debentures (NCDs) aggregating Rs. 7,538,049,000 made by the Companyin September 2011 and in terms of the provisions of Section 117 C of the Companies Act, 1956 read with General Circularno.9/2002 dated April 18, 2002 issued by the Ministry of Corporate Affairs, the Company has transfered Rs. 827,969,333out of the Profit After Tax after the transfer to Special Reserve to Debenture Redemption Reserve.Debenture Redemptionreserve(DRR) would be provided according to the requirement for redemption of Option-I and Option-II, DRR would first beprovided for redemption of Option-II, due for redemption on September 23, 2014. After redemption of Option-II , DRRprovided for Option-II would be considered for redemption of Option-I.

4.2 In accordance with the provisions of section 45-IC of the RBI Act, 1934, the Company has created a Reserve Fundand during the year the Company has transferred 20% profit after tax i.e. an amount of Rs. 275,645,287 (previousyear Rs. 229,549,067) to the said Reserve Fund.

NOTE NO. 5 : LONG TERM BORROWINGS (Amount in Rs.)



Secured LoansDebentures (Refer Note 5.1) 10,551,049,000 4,643,000,000Term loans -from banks (Refer note 5.2) 38,281,422,257 28,522,311,126

Sub Total 48,832,471,257 33,165,311,126

Unsecured LoansDebentures (Refer Note 5.1) 3,528,000,000 800,000,000Term loans -from banks (Refer note 5.2) 1,250,000,000 —

Sub Total 4,778,000,000 800,000,000

Grand Total 53,610,471,257 33,965,311,126

The requisite particulars of Long term borrowings in respect of Secured Borrowings & Unsecured Borrowings are as under:

5.1 Schedule of Debentures (Amount in Rs.)


I.Secured Total Current Non Current Total Current Non CurrentMaturity Maturity Maturity Maturity

Redeemable Non -Convertible Debentures

(i) Privately placed 6,426,476,823 4,913,476,823 1,513,000,000 9,813,000,000 5,170,000,000 4,643,000,000

(ii) Publicly placed 7,538,049,000 — 7,538,049,000 — — —

(iii) Compulsorily Convertible Debentures 1,500,000,000 — 1,500,000,000 — — —

Total (I) 15,464,525,823 4,913,476,823 10,551,049,000 9,813,000,000 5,170,000,000 4,643,000,000

II. Unsecured

(i) Privately placedRedeemable Non -Convertible Debentures 3,528,000,000 — 3,528,000,000 800,000,000 — 800,000,000

Total (II) 3,528,000,000 — 3,528,000,000 800,000,000 — 800,000,000

Grand Total (I+II) 18,992,525,823 4,913,476,823 14,079,049,000 10,613,000,000 5,170,000,000 5,443,000,000

Additional particulars of debentures in descending order of maturity as per sub-clause (iv) of clause C of Part I of Schedule VIto the Companies Act, 1956


I. Secured Debentures(i) Details of Privately Placed Secured Redeemable Non Convertible Debentures (NCD’s) outstanding as on March 31, 2012

which are secured by Pari Pasu mortgage over the Company’s immovable property situated at plot no.37, survey no. 35 ofMoujeIrana, Kadi Taluka, Distt. Mehsana (Gujarat) and first and exclusive charge/ first Pari Passu charge with Asset Coverranging from 1 X to 1.50 X over companies account receivables:

S. Coupon As at As at Date of Earliest Actual Redemption DateNo. Rate March 31, 2012 March 31, 2011 Allotment Redemption

(Amount in Rs.) (Amount in Rs.) Due Date

1 13.70% 2,000,000 — 8-Feb-12 8-Feb-17 Redemption due on 08-02-2017

2 10.50% 521,200,000 521,200,000 30-Sep-10 30-Sep-15 Redemption due on 30-09-2015

3 10.50% 390,900,000 390,900,000 30-Sep-10 30-Mar-15 Redemption due on 30-03-2015




7 11.40% 1,000,000,000 — 26-Sep-11 26-Dec-13 Redemption due on 26-12-2013(**)


9 9.10% 670,000,000 670,000,000 17-Nov-09 17-Nov-12 Redemption due on 17-11-2012 (*)

10 11.00% 230,000,000 — 15-Jul-11 15-Aug-12 Redemption due on 15-08-2012

11 11.75% 260,000,000 260,000,000 18-Mar-11 2-Jul-12 Redemption due on 02-07-2012

12 12.00% 250,000,000 250,000,000 31-Mar-11 15-Jun-12 Redemption due on 15-06-2012

13 11.75% 200,000,000 200,000,000 18-Mar-11 6-Jun-12 Redemption due on 06-06-2012

14 11.75% 700,000,000 700,000,000 18-Mar-11 18-May-12 Redemption due on 18-05-2012

15 11.00% 543,476,823 — 13-Apr-11 15-May-12 Redemption due on 15-05-2012

16 11.75% 330,000,000 330,000,000 18-Mar-11 15-May-12 Redemption due on 15-05-2012

17 12.00% 230,000,000 230,000,000 31-Mar-11 27-Apr-12 Redemption due on 27-04-2012

18 12.00% 500,000,000 500,000,000 31-Mar-11 23-Apr-12 Redemption due on 23-04-2012

19 9.10% — 670,000,000 17-Nov-09 17-Nov-11 Redemption due on 17-11-2011

20 8.25% — 1,250,000,000 8-Apr-10 9-Jun-11 Redemption due on 09-06-2011

21 Mibor+900 — 2,500,000,000 14-Oct-09 14-Apr-11 Redeemed on 14-04-2011with a cap of

9.25% to 9.35%

22 8.15% — 750,000,000 8-Apr-10 11-Apr-11 11-Apr-11

Total 6,426,476,823 9,813,000,000

The above debentures are privately placed with Mutual Funds (AMCs), Pension funds, Provident Funds, Banks, Individuals andCorporates. As per Trust deed, Non-Convertible Debentures are also secured by specific charge on immovable property ofinsignificant value.(*) For the year 2010-11 the above Debentures of Rs 1,340,000,000 carrying interest rate of 9.10% were guaranteed byReligare Enterprise Limited, the Holding Company.(**) This is a Debenture with embedded Put - Call Option and the earliest date for exercising Option is June 25 2012. Hencethese Debentures have been assumed to have Current Maturity.(ii) Details of Publicly Placed Secured Redeemable Non Convertible Debentures (NCDs) outstanding as on March 31,2012

which are secured by pari pasu mortgage over the Company’s immovable property situated at plot no.37, survey no. 35 ofMouje Irana, Kadi Taluka, Distt. Mehsana (Gujarat) and first pari passu floating charge on the standard business receiv-ables of the Company.


(Amount in Rs.)


1 12.10% 225,800,000 — 23-Sep-11 23-Sep-16 Redemption due on 23-09-2016

2 12.25% 1,254,711,000 — 23-Sep-11 23-Sep-16 Redemption due on 23-09-2016




6 12.25% 720,323,000 — 23-Sep-11 23-Sep-14 Redemption due on 23-09-2014

Total 7,538,049,000 —

During the year, the Company filed Prospectus dated September 1, 2011 with Registrar of Companies, NCT of Delhi & Haryanaand the Bombay Stock Exchange Limited for public issue of Secured Redeemable Non-Convertible Debentures of face value ofRs.1,000 each, (“NCDs”) aggregating upto Rs.4,000,000,000 with an option to retain over subscription upto Rs.4,000,000,000for issuance of additional NCDs aggregating to a total of upto Rs.8,000,000,000 on September 2, 2011 & September 5, 2011respectively. The issue was oversubscribed and the Company pursuant to the resolution dated September 12, 2011 passed bythe Debenture Committee of the Board of Directors, had decided to pre-maturely close the Issue for subscription for all thecategories of applicants on September 13, 2011.The Company issued and allotted 7,538,049 NCDs aggregating Rs. 7,538,049,000on September 23, 2011.The Company obtained listing approval from the Bombay Stock Exchange Limited (BSE) vide its NoticeNo. 20110926/15 dated September 26, 2011.Issue expenses related to aforesaid NCDs, estimated to Rs. 211,728,532 is con-sidered for amortisation over the tenure of NCDs. The Company has amortised Rs. 33,431,851 of debenture issue expensesduring the year.

The entire proceeds from issue of NCDs, net of the Issue expenses, have been utilised towards the objects of the Issue.The Particulars of the proceeds of NCDs and its utilization is as under :

Particulars (Amount in Rs)

Amount received out of issue of debentures 7,538,049,000Less:

A. Issue Related Expenses (68,148,018)

B. Repayment of existing loansCommercial papers (3,600,000,000)Working Capital Loans (3,449,701,479)

C. Onward Lending - Asset Financing (420,199,503)

Balance as at March 31, 2012 —

(iii) During the period the Company issued and allotted 1500, 10.90% Secured Compulsorily Convertible Debentures (“CCDs”)of face value of Rs. 1,000,000 each, aggregating upto Rs.1,500,000,000 to Religare Enterprises Limited (the HoldingComapny) in one tranche vide Term Sheet & Subscription agreement dated May 30, 2011, Amendment letter dated August12, 2011, Second Amendment Agreement dated November 12, 2011 and Third Amendment Agreement dated January 17,2012. These debentures are secured by Pari Pasu mortgage over the Company’s immovable property situated at plotno.37, survey no. 35 of Mouje Irana, Kadi Taluka, Distt. Mehsana (Gujarat) and first Pari Passu charge on the businessreceivables of the Company excluding Receivables hypothecated to Banks.(Refer note 3.7(a))


(Amount in Rs.) (Amount in Rs.) Due Date

1 10.90% 1,500,000,000 — 30-May-11 30-May-16 Redemption due on 30-05-2016


II. Unsecured Debentures (Amount in Rs.)(i) Details of Privately Placed Unsecured Redeemable Non Convertible Debentures outstanding as on March 31, 2012:


1 12.75% 50,000,000 — 25-Oct-11 25-Jul-17 Redemption due on 25-07-2017(*)

2 13.05% 339,000,000 — 22-Dec-11 22-Jun-17 Redemption due on 22-06-2017(*)

3 12.75% 550,000,000 — 30-Aug-11 30-May-17 Redemption due on 30-05-2017(*)

4 13.00% 336,000,000 — 30-Nov-11 30-May-17 Redemption due on 30-05-2017(*)

5 13.05% 7,000,000 — 3-Feb-12 3-May-17 Redemption due on 03-05-2017(*)

6 12.75% 1,175,000,000 — 2-Aug-11 2-May-17 Redemption due on 02-05-2017(*)

7 12.75% 35,000,000 — 26-Jul-11 26-Apr-17 Redemption due on 26-04-2017(*)

8 12.75% 236,000,000 — 30-Jun-11 30-Mar-17 Redemption due on 30-03-2017(*)

9 12.50% 800,000,000 800,000,000 31-Mar-11 31-Aug-16 Redemption due on 31-08-2016 (*)

Total 3,528,000,000 800,000,000

* These Debentures are Subordinate in nature and qualify for inclusion in Tier II capital fund for the computation of Captial toRisk Assets Ratio (‘CRAR’).

III. In respect of privately placed Non Convertible Debentures (NCD), no Debenture Redemption Reserve (DRR) is required interms of the clarification issued by Ministry of Law Justice and Company Affairs by Circular No. 6/3/2001-CL.V dated April18, 2002 as the Company is registered with Reserve Bank of India under Section 45-IA of the RBI (Amendment) Act, 1997.

IV. The debenture trust deed for the Non Convertible Debentures issued by the Company provides for the option of re-issu-ance in the event of the Debenture(s) being bought back, or redeemed before maturity in any circumstance whatsoever bythe Company subject to the provisions of Section 121 of the Act for re-issuing such debentures either by re-issuing thesame debenture(s) or by issuing other debentures in their place. No redeemed Non Convertible Debentures of the Com-pany have been re-issued till date.

V. None of the above debentures have been guaranteed by directors.

5.2 Schedule of Term Loans from Banks

I. Secured Term Loans (Amount in Rs.)

Name As at March 31, 2012 As at March 31, 2011 Terms of Repayment

of Total Current Non Current Total Current Non CurrentBank Maturity Maturity Maturity Maturity

Aandhra Bank Limited

1 1,000,000,000 — 1,000,000,000 — — — One year moratorium from thedate of first disburse mentand 16 equal quarterly installments thereafter.

Axis Bank Limited

1 2,000,000,000 — 2,000,000,000 2,000,000,000 — 2,000,000,000 4 equal quarterly install mentsat the end of 27th month, 30thmonth, 33rd month and 36thmonth from the date of 1st dis-bursement.

2 2,610,000,000 480,000,000 2,130,000,000 3,000,000,000 666,700,000 2,333,300,000 Repaid over a period of 20quarters (including 2 quartermoratorium) from the date of1st disbursement as perschedule in loan agreement.




Axis Bank Limited

3 500,000,000 500,000,000 — 1,000,000,000 500,000,000 500,000,000 12 equal quarterly installmentsafter a moratorium of 3 monthsfrom date of loan.

Bank of India Limited

1 896,000,015 249,600,000 646,400,015 1,000,000,000 83,200,000 916,800,000 48 monthly installments com-mencing after a moratoriumperiod of 1 year from date ofdisbursement.

2 2,000,000,000 — 2,000,000,000 Bullet at the end of 2 years.

Bank Of Maharashtra

1 468,738,699 125,000,000 343,738,699 500,000,000 31,300,000 468,700,000 16 equal quarterly instalmentsafter intinal moratorium periodof 12 months.

Canara Bank Limited

1 2,233,085,871 287,500,000 1,945,585,871 2,437,500,000 181,200,000 2,256,300,000 48 monthly unequal install-ments after a moratorium of1 month from the date of 1stdisbursement.

2 993,828,767 60,000,000 933,828,767 — — — 48 monthly unequal install-ments after a moratorium of1 month from the date of 1stdisbursement.

Cantral Bank of India Limited

1 1,979,353,776 1,250,000,000 729,353,776 2,500,000,000 520,800,000 1,979,200,000 24 monthly installments aftera moratorium of 1 year.

2 2,999,992,678 - 2,999,992,678 — — — 16 quarterly installments after a moratorium of 12 monthsto commence from April 2013& ending in January 2017.

Corporation Bank Limited

1 2,374,984,682 500,000,000 1,874,984,682 2,500,000,000 125,000,000 2,375,000,000 20 quaterly installments ofRs.12.50 crore each, withintial repayment holiday of 1year.The first installment shallcommence from March 31, 2012.

Dena Bank

1 750,000,000 107,250,000 642,750,000 — — — 14 quarterly installments af-ter a moratorium of 6 months from date of disbursement.

2 250,000,000 35,750,000 214,250,000 — — — 14 quarterly installments af-ter a moratorium of 6 monthsfrom date of disbursement.

Deutsche Bank Limited

1 1,000,000,000 1,000,000,000 — 1,000,000,000 — 1,000,000,000 Bullet repayment after 2 years.




Federal Bank Limited

1 239,997,179 120,000,000 119,997,179 920,000,000 328,900,000 591,100,000 30 equal monthly installmentsof Rs. 10,000,000 each.

2 591,103,819 506,666,667 84,437,152 — — — First 12 monthly installmentsof INR 2 Crore each & thereafter 18 monthly intsallmentof INR 4.22 Crores each.

HDFC Bank Limited

1 122,222,248 122,222,248 — 255,555,556 133,400,000 122,155,556 36 equal quarterly installmentsfrom the date of disbursement.

2 30,555,556 30,555,556 — 63,888,903 33,700,000 30,188,903 36 equal quarterly installmentsfrom the date of disbursement.

3 125,000,000 125,000,000 — 375,000,000 250,000,000 125,000,000 24 equated monthly installments after 1 month fromthedate of disbursement.

4 125,000,000 125,000,000 — 375,000,000 250,000,000 125,000,000 24 equal monthly installmentsafter 1 month from the dateof disbursement.

5 833,333,333 333,333,333 500,000,000 — — — 12 equated quarterly installments

IDBI Bank Limited

1 3,000,000,000 750,000,000 2,250,000,000 — — — 12 equal quarterly installmentsafter a moratorium of 6 months.

2 1,000,000,000 333,333,333 666,666,667 1,000,000,000 — 1,000,000,000 3 equal annual installmentswith first installment payableat the end of 24 months from the date of first disbursement.

3 500,000,000 166,666,667 333,333,333 500,000,000 — 500,000,000 3 equal annual installmentswith first installment payableat the end of 24 months fromthe date of first disbursement.

4 833,333,336 416,666,667 416,666,669 1,250,000,000 416,666,667 833,333,333 12 equal quarterly installmentsafter 9 months from the dateof 1st disbursement.

5 1,250,000,000 500,000,000 750,000,000 1,500,000,000 250,000,000 1,250,000,000 12 equal quarterly installmentsafter 6 months from the dateof 1st disbursement.

Indusind Bank Limited

1 375,000,000 250,000,000 125,000,000 500,000,000 125,000,000 375,000,000 8 Equal Quarterly installmentsafter 12 months from the dateof disbursement.

Oriental Bank of Commerce

1 895,794,390 250,000,000 645,794,390 1,000,000,000 83,300,000 916,700,000 In 48 equal monthly instalments.

2 2,499,900,313 520,833,333 1,979,066,980 — — — 24 equal monthly installmentsafter a moratorium of 12 months.




Punjab & Sind Bank Limited

1 1,153,877,801 461,540,000 692,337,801 1,500,000,000 115,000,000 1,385,000,000 13 Equal Quarterly installments after 1 year from thedate of first disbursement.

Punjab National Bank Limited

1 1,399,937,738 350,000,000 1,049,937,738 1,400,000,000 — 1,400,000,000 16 quarterly installments (After 12 months initial mora-torium)

2 1,099,951,080 275,000,000 824,951,080 1,100,000,000 — 1,100,000,000 16 quarterly installments (After 12 months initial mora-torium)

3 2,499,905,434 468,750,000 2,031,155,434 — — — 16 quarterly installments(After 12 months initial mora-torium)

SIDBI

1 500,000,000 50,000,000 450,000,000 60 monthly installments aftera moratorium of 6 months.

Syndicate Bank Limited

1 750,000,000 750,000,000 — 1,500,000,000 750,000,000 750,000,000 8 equal quarterly installmentsafter a moratorium of 12 months(*)

2 1,406,250,000 375,000,000 1,031,250,000 1,500,000,000 93,800,000 1,406,200,000 16 quarterly installments witha moratorium of 12 months.

3 2,000,000,000 — 2,000,000,000 16 quarterly installments aftera moratorium of 12 months.

UCO Bank Limited

1 899,680,970 — 899,680,970 3 equal annual installmentsafter a moratorium of 1 year.

2 99,964,553 — 99,964,553 3 equal annual installmentsafter a moratorium of 1 year.

Union Bank of India Limited

1 1,246,552,577 1,246,552,577 — 1,750,000,000 500,000,000 1,250,000,000 16 quarterly installmentsafter 3 months from the dateof full disbursement.

2 810,435,592 250,000,000 560,435,592 — — — 16 quarterly installments. Re-payment to start after 3months from the date of fulldisbursement.

3 810,435,592 250,000,000 560,435,592 — — —

United Bank of India Limited

1 1,999,946,200 — 1,999,946,200 — — — 8 equal half yearly installmentsafter a moratorium of 1 year

Vijaya Bank Limited

1 749,480,439 — 749,480,439 Bullet repayment at the endof 3 years from the date offirst disbursment.




Yes Bank Limited

1 200,000,000 200,000,000 — 600,000,000 400,000,000 200,000,000 10 equal quarterly installmentsafter a moratorium period of 6months from the date of disbu-rsement.

2 333,333,333 333,333,333 — 666,666,667 333,333,333 333,333,334 36 equal monthly installmentsfrom the date of first disbursement

3 500,000,000 500,000,000 — 500,000,000 — 500,000,000 6 monthly installments after amoratorium of 18 months

4 500,000,000 500,000,000 — 500,000,000 — 500,000,000 6 monthly installments after amoratorium of 18 months

Total 53,436,975,971 15,155,553,714 38,281,422,257 34,693,611,126 6,171,300,000 28,522,311,126

All the above Term loans from Banks during 2010-11 and 2011-12 are secured against “ Floating First charge on paripassu basis on all thepresent and future Business receivables of the company”

(*) For the previous year the term loan taken from Syndicate Bank of Rs 1,500,000,000 was guaranteed by Religare Enterprise Limited the“Holding Company”.

II. Unsecured Term Loans (Amount in Rs.)



ICICI Bank Limited

1 1,250,000,000 — 1,250,000,000 — — — Bullet repayment at the endof 5 years 9 months fromeach draw down

III. The pricing of the Loans availed by the Company from Banks are at the rate of respective Bank’s Base Rate Plus a margin Ranging from 0.00 %to 3.00 %”

None of the above term loans from Banks have been guaranteed by directors.There is no default as on the Balance Sheet date in repayment of loans & interest.

NOTE NO. 6 : OTHER LONG TERM LIABILITIES (Amount in Rs.)



(a) Others Liabilities

-Income Received in advance 7,681,179 18,944,283

-Others 11,379,382 7,123,579

Total 19,060,561 26,067,862


NOTE NO. 7 : LONG TERM PROVISIONS (Amount in Rs.)



(a) Provision for employee benefitsGratuity (unfunded) — 12,381Leave Encashment (unfunded) 10,684,028 15,471,330

(b) Others (Specify nature)-Dimunition in value of long term Investment 64,871,494 29,776,120

(b) As per NBFC Guidelines Provisions (Refer Note 11.1) 559,275,084 298,776,302

Total 634,830,606 344,036,133

NOTE NO. 8 : SHORT TERM BORROWINGS (Amount in Rs.)



Secured LoansLoan repayable on demand from banks (refer note 8.1) 20,479,380,718 7,750,000,000Repo loans(refer note 8.2) 868,263,030 —Debentures (refer note 8.3) 2,000,000,000 —

Sub Total 23,347,643,748 7,750,000,000

Unsecured LoansLoan repayable on demand from banks (refer note 8.4) 1,200,000,000 —Loan repayable on demand from other parties (refer note 8.5) — 4,241,739Loans and advances from Related parties (refer note 8.6) 1,120,000,000 3,116,500,000Commercial Papers (refer note 8.7) 24,925,141,478 33,902,810,194

Sub Total 27,245,141,478 37,023,551,933

Grand Total 50,592,785,226 44,773,551,933

Requisite particulars of Short term Secured and Unsecured borrowings

8.1 Loans Repayable on Demand from Banks -Secured (Amount in Rs.)

As At As AtName of Bank


Axis Bank Limited. 230,488,563 —

Bank Of India Limited. — 500,000,000— 1,500,000,000

Central Bank Of India Limited — 2,000,000,0002,498,739,644 —

999,990,383 —Citi Bank N A (refer note c) — 1,000,000,000

1,038,080,080 —1,040,162,487 —

Citi Corp Finance (India) Limited. — 1,000,000,000850,000,000 —250,000,000 —




DBS Bank Limited. 150,000,000 —150,000,000150,000,000 —150,000,000 —

1,600,000,000 —150,000,000 —150,000,000 —

ICICI Bank Limited. 250,083,340 —

Indusind Bank Limited. — 500,000,000

IDBI Bank Limited. 1,748,330,658 —1,500,000,000 —1,500,000,000 —

Punjab National Bank Limited. — 1,250,000,0001,249,610,853 —1,249,952,849 —

Union Bank of India Limited. 2,993,300,201 —

Yes Bank Limited. 80,641,660 —500,000,000 —

Total 20,479,380,718 7,750,000,000

Notes:

(a) All the above Working Capital Demand Loan from Banks during 2010-11 and 2011-12 are secured against “ FloatingFirst charge on paripassu basis on all the present and future Business receivables of the company”, other loans aresecured by pledge of shares.

(b) The pricing of the Loans availed by the Company from Banks are at the rate of respective Bank’s Base Rate Plus amargin Ranging from 0.00 % to 3.00 %.

(c) Loans from Citi Bank N A are taken in foreign Currency.

8.2 In accordance with the RBI guidelines under reference RBI/2009-2010/356 IDMD/4135/11.08.43/2009-10 dated March 23,2010, effective April 1, 2010 Repo/Reverse Repo transactions in government securities and corporate debt securities arereflected as borrowing and lending transactions respectively. These transactions were hitherto recorded under investmentsas sales and purchases Borrowing cost on repo transactions is accounted as interest expense and revenue on reverserepo transactions is accounted as interest income.

8.3 Debentures-Secured (Amount in Rs.)

S. Coupon As at As at Date of Redemption DueNo. Rate March 31, 2012 March 31, 2011 Allotment Date

1 13.70% 2,000,000,000 — 19-Mar-12 19-Jun-12

8.4 Loans Repayable on Demand from Banks -Unsecured (Amount in Rs.)



Standard Chartered Bank Limited 1,200,000,000 —


8.5 Loans Repayable on Demand from Other Parties- Unsecured (Amount in Rs.)

As At As AtName of Parties


Golden Diamond Estates Pvt. Limited — 4,241,739

8.6 Loans Repayable on Demand from Related Parties -Unsecured (Amount in Rs.)

As At As AtName of Parties


Religare Health Insurance Company Limited. 1,120,000,000 1,120,000,000

International Hospitals Limited — 746,500,000

— 1,250,000,000

Total 1,120,000,000 3,116,500,000

8.7 The maximum amount of face value of the Commercial Paper outstanding at any time during the year was Rs50,790,000,000(Previous Year Rs 59,740,000,000).The aggregate amount outstanding is as belows: (Amount in Rs.)



No. of Commercial Papers 56 113Rate of Interest 10.85% to 14% 6.25% to 12.08%Issued date to Redemption Date April 2012 to April 2011 to

March 2013 March 2012Total Outstanding Balance 25,654,999,999 34,990,000,000Less: Future Interest Obligation (729,858,521) (1,087,189,806)

Net Outstanding Balance 24,925,141,478 33,902,810,194

NOTE NO. 9 : TRADE PAYABLES (Amount in Rs.)



Dues of other than MSME parties 463,267,443 10,094,860

Total 463,267,443 10,094,860


NOTE NO. 10 : OTHER CURRENT LIABILITIES (Amount in Rs.)



(a) Current maturities of long-term debt— Debentures (refer note 5.1) 4,913,476,823 5,170,000,000— Term Loans from Banks (refer note 5.2) 15,155,553,714 6,171,300,000

(b) Interest accrued and due on Unsecured Loans — 28,512,903(c ) Interest accrued and due on Secured Loans 79,945,960 —(d) Interest accrued but not due on loans 1,098,405,983 151,459,354(e) Expense Payable 312,182,586 747,053,570(f) Income received in advance 11,061,541 12,803,530(g) Other Statutory Payables 53,075,755 60,684,278(h) Advance received from clients 88,690,402 47,758,974(i) Book Overdraft 421,545,849 1,351,326,390(j) Payment on acquisition of Capital Goods 127,139 4,859,668(k) Dividend Tax payable on Distributed Profits — 43,179,961(l) Others 1,535,559,812 1,185,439,414

Total 23,669,625,564 14,974,378,042

NOTE NO. 11 : SHORT TERM PROVISIONS (Amount in Rs.)



Leave Encashment (unfunded) 12,180,331 4,205,235Proposed Dividend(Equity & Preference) 982,666,803 —Provision for tax on Proposed Dividend(Equity & Preference) 159,413,122 —Diminution in the value of Financial Assets — 5,460,000As per NBFC Guidelines (refer Note no. 11.1) 604,457,109 262,070,915

Total 1,758,717,365 271,736,150

11.1As per NBFC Guidelines (Amount in Rs.)

Particulars As at 31 March 2012 As at 31 March 2011

Provisions Total Long Term Short Term Total Long Term Short TermAgainst Provision Provision Provision Provision

Standard Assets

- General Provision onStandard Assets 430,220,134 324,322,022 105,898,112 268,388,131 162,869,302 105,518,829

- Contingent Provisionon Standard Assets(refer Note 11.2(b) 311,671,317 234,953,062 76,718,255 223,957,645 135,907,000 88,050,645

Sub Standard, Doubtful and Loss Assets

- Provision on NonPerforming Assets(refer Note 11.2(a)) 421,840,742 - 421,840,742 68,501,441 - 68,501,441

Total 1,163,732,193 559,275,084 604,457,109 560,847,217 298,776,302 262,070,915


11.2Notes :

(a) Provision for Non-Performing Assets is recognised in accordance with the Non- Banking Financial Companies PrudentialNorms (Reserve Bank) Directions, 2007 issued by Reserve Bank of India after considering subsequent recoveries onassets classified as gross non-performing assets.

(b) The Company has maintained Contingent Provision on Standard Assets pursuant to the RBI Circular No. RBI/2010-11/370/DNBS.PD.CC No. 207 / 03.02.002/2010-11 dated January 17, 2011.

(c ) The Company maintains the General Provision on Standard Assets by providing upfront on the disbursements to meetunexpected losses which are inherent in any portfolio but not yet identified and disclosed the same under Long/short termProvisions in note no. 7 and 11 respectively.


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890,

156

6,4

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48

1,7

19,7

40

13,

612,

764

4

8,83

5,86

461

,365

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TO

TA

L 7

29,7

93,6

90

42,

644,

121

96,

731,

354

675

,706

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141

,599

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8

8,92

9,72

3

5

7,24

2,66

5 1

73,2

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67 5

02,4

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8,19

4,58

1

Pre

viou

s Y

ear

669,

446,

972

369

,213

,595

308,

866,

877

729,

793,

690

70,9

94,9

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,829

,211

19,2

25,0

7614

1,59

9,10

958

8,19

4,58

1-

NO

TE

NO

. 13

: IN

TA

NG

IBL

E A

SS

ET

S(A

mo

un

t in

Rs.

)G

RO

SS

BL

OC

KA

MO

RT

ISA

TIO

NN

ET

BL

OC

K

As

At

Ap

ril

Ad

dit

ion

fo

rD

elet

ion

s /

As

At

Mar

chA

s A

t A

pri

lA

dd

itio

n f

or

Del

etio

ns

/A

s A

t M

arch

As

At

Mar

chA

s A

t M

arch

Des

crip

tio

n o

f A

sset

01,

2011

the

year

Ad

just

men

t31

, 20

1201

, 20

11th

e ye

arA

dju

stm

ent

31,

2012

31,

2012

31,

2011

fo

r th

e ye

ar f

or

the

year

Com

pute

r S

oftw

ares

63,2

66,6

88

7,4

75,4

75-

70,7

42,1

63 2

0,87

2,03

211

,399

,886

-32

,271

,918

38,4

70,2

4542

,394

,656

To

tal

63,

266,

688

7

,475

,475

-70

,742

,163

20,8

72,0

3211

,399

,886

-32

,271

,918

38,4

70,2

4542

,394

,656

Pre

viou

s Y

ear

55,1

40,5

18

8,1

40,3

1014

,140

63,2

66,6

88

10,8

13,0

41

1

0,06

1,15

12,

160

20,8

72,0

3242

,394

,656

-

The

re a

re n

o ad

just

men

ts t

o F

ixed

Ass

ets

on a

ccou

nt o

f bo

rrow

ing

cost

s an

d ex

chan

ge d

iffer

ence

s. T

here

are

no

reva

luat

ion

of a

sset

s du

ring

the

year

.

Dur

ing

the

year

, th

e co

mpa

ny h

as c

onso

lidat

ed i

ts b

rach

es d

ue t

o w

hich

, th

e de

prec

iatio

n pe

riod

of

asse

ts f

or t

he b

ranc

h(s)

ide

ntifi

ed f

or f

orec

losu

re h

ad b

een

redu

ced

to m

atch

with

the

bra

nch

clos

ure

peri

od.

Con

sequ

ently

, cu

rren

t ye

ar d

epre

ciat

ion

incl

udes

an

amou

nt o

f R

s.19

,379

,298

per

tain

ing

to a

ccel

erat

ed a

mou

nt o

f de

prec

iatio

n fo

r as

sets

in in

activ

e br

anch

(s).

Als

o in

clud

es a

n am

ount

of

Rs.

745

,693

/- p

erta

inin

gto

acc

eler

ated

am

ount

of

depr

ecia

tion

for

asse

ts in

act

ive

bran

ch(s

).


NOTE NO. 14 : CAPITAL WORK - IN - PROGRESS (Amount in Rs.)



Capital Work -in- Progress (Excluding Capital Advances) 188,469,911 161,583,582

Total 188,469,911 161,583,582

NOTE NO. 15 : NON CURRENT INVESTMENTS (Amount in Rs.)

Particulars Face As at 31 March 2012 As at 31 March 2011Value Number Amount Number Amount

in Rs. in Rs.Other than Trade Investments (at cost)QUOTED

Investment in Equity instruments-Karnataka Bank Limited.(Previous year includes 1,000,000 shares ofRs 10 each,subscribed under Rights Issue) 10 2,110,810 276,135,421 2,400,000 300,716,571Investment in Debentures- Eon Hadapsar Infrastructure Private Limited 1,000,000 1,200 1,200,000,000 — —

UNQUOTEDInvestment in Equity instruments ofSubsidiaries- Religare Housing Development FinanceCorporation Limited. (Refer Note 15.1) 10 34,998,250 973,340,159 34,998,250 973,340,159

Other Body Corporates- Equifax Credit Information Services Private Limited 10 7,500,000 75,000,000 7,500,000 75,000,000

Other non-current investments- Religare Art Fund 10 — 22,500,000 — 22,500,000-Vistaar Media Fund 100 2,000,000 200,000,000 2,000,000 200,000,000-Gold Coins 4 37,641 4 37,641- Investments in PMS Scheme (Refer note 15.2) — — 430,705,673 — —

Total — 3,177,718,894 — 1,571,594,371



Aggregate amount of :

- Quoted Investments 1,476,135,421 300,716,571

- Unquoted Investments 1,701,583,473 1,270,877,800

Market Value of Quoted Investments 1,401,898,977 257,880,000

15.1 During the year 2010-11, the Company has acquired 34,998,250 equity shares of the book value of Rs. 973,340,159/- , ofReligare Housing Development Finance Corporation Limited (RHDFCL) (formerly known as Maharishi Housing DevelopmentFinance Corporation Limited) from Religare Enterprises Limited (REL) (the Holding Company), thereby Religare HousingDevelopment Finance Corporation Limited became subsidiary of the Company w.e.f. December 3, 2010.

15.2 Investment in PMS scheme includes principal amount of Rs. 400,000,000 and interest accrual of Rs. 30,705,673 reinvested.


NOTE NO. 16 : DEFERRED TAX ASSET (NET) (Amount in Rs.)

Particulars As on Charge/(Credit) As on Charge/(Credit) As on 3131 March 2012 during the year 31 March 2011 during the year March, 2010

Amount (Rs) Amount (Rs) Amount (Rs) Amount (Rs) Amount (Rs)

Deferred Tax Liability

Difference between Bookand tax depreciation 33,662,169 (43,650,178) 77,312,347 27,998,619 49,313,728

Prepaid Expenses 27,486,636 27,486,636 — (33,088,680) 33,088,680

Debenture issue expenses 57,848,358 57,848,358

Premium on acquisition ofLoan Portfolio — (36,485,505) 36,485,505 36,485,505

Total Deferred tax Liabilities 118,997,163 5,199,311 113,797,852 31,395,444 82,402,408

Deferred Tax Asset

Leave Encashment 7,418,342 882,279 6,536,063 1,045,871 5,490,192

Gratuity — (4,113) 4,113 (5,121,206) 5,125,319

Provision for Non performing Assets 136,866,231 114,111,765 22,754,466 (9,803,176) 32,557,642

General provision on Standard Assets 139,584,919 50,433,094 89,151,825 58,316,182 30,835,643

Contingent Provisions againstStandard Assets 101,121,760 26,728,628 74,393,132 74,393,132 —

Provision for diminition in valueof Investment — (664,350) 664,350 (15,450) 679,800

Provision for diminition in value

of Non banking Financial Assets — (1,813,676) 1,813,676 (42,179) 1,855,855

Total Deferred tax Asset 384,991,252 189,673,627 195,317,625 118,773,174 76,544,451

Net Deferred Tax (Liability)/Asset 265,994,089 184,474,316 81,519,773 87,377,730 (5,857,957)

16.1 Deferred Tax Assets and Deferred Tax Liabilities have been offset as they relate to the same governing taxation laws.

NOTE NO. 17 : LONG TERM LOANS AND ADVANCES (Amount in Rs.)



As per NBFC Guidelines (refer note 23.1)- To Related Parties 18,945,502 13,567,027- To Others 68,786,951,003 41,427,394,141

Unsecured Considered Gooda. Capital Advances 4,308,150 4,114,117b. Security Deposits 211,164,069 207,693,835c. Advance Payment of Taxes & Tax deducted at Source (net of

provision for taxes of Rs. 2,410,333,750) (Previous year net ofprovision for taxes of Rs 1,65,00,80,441) 31,762,425 22,441,698

d. Advances Recoverable in cash or in kind 67,065,664 91,045,990e. Prepaid Expenses 382,183,817 93,655,639f. Balance with Service Tax Authorities 300,918,695 195,909,981

Total 69,803,299,325 42,055,822,428


NOTE NO. 18 : OTHER NON CURRENT ASSETS (Amount in Rs.)



Other Bank balances

- Fixed Deposit Account (refer note 22.1) 1,604,820,496 293,870,169

Total 1,604,820,496 293,870,169

NOTE NO. 19 : CURRENT INVESTMENTS (Amount in Rs.)

Particulars Face As at 31 March 2012 As at 31 March 2011Value Number Amount Number Amount

Unquoted InvestmentsInvestments in preference shares:0.001% ICICI Bank Preference Shares 20/04/2018 10,000,000 26 109,707,000 — —

Total 109,707,000 —

NOTE NO. 20 : INVENTORIES (Amount in Rs.)



a. Closing Stock of Commodities 1,345,770,447 11,610,990(Valued at cost or Market value whichever is lower)(Refer Note 40 (b))

b. Closing Stock of Bonds & Debentures 1,510,554,633 4,841,726,443(Valued at cost or Market value whichever is lower)(Refer Note 40 (b))

Total 2,856,325,080 4,853,337,433

NOTE NO. 21 : TRADE RECEIVABLES (Amount in Rs.)



Trade receivables outstanding for a period less thansix months from the date they are due for payment

Unsecured, considered good 422,583,767 1,801,347,617

Unsecured, considered doubtful — —

Less: Provision for doubtful debts — —

422,583,767 1,801,347,617

Trade receivables outstanding for a period exceedingsix months from the date they are due for payment

Unsecured, considered good 8,541,039 11,133,239

Unsecured, considered doubtful 12,520 12,520

Less: Provision for doubtful debts (12,520) (12,520)

8,541,039 11,133,239

Total 431,124,806 1,812,480,856


NOTE NO. 22 : CASH AND BANK BALANCES (Amount in Rs.)



a. Cash & Cash Equivalents- Cash in hand 35,053 181,506- Stamp papers in hand 468,000 1,421,000- Balances with banks in Current Account 13,710,931,172 7,880,340,842

b. Other Bank Balances- Fixed Deposits Account (See note 22.1) 919,642,785 2,164,937,453

Total 14,631,077,010 10,046,880,801

22.1 (Amountin Rs.)

As at 31 March 2012 As at 31 March 2011

Total Kept as Free from Total Kept as Free fromsecurity (Refer any Lien security (Refer any Lien

Note 20.2) Note 20.2)

- Upto 3 months maturity from thedate of Acquisition — — — — —

- Upto 12 months maturity from thedate of Acquisition 166,076,147 137,515,147 28,561,000 114,485,751 45,185,751 69,300,000

- Maturity more than 12 months from the Date of Acquisition 753,566,638 753,516,638 50,000 2,050,451,702 1,361,351,702 689,100,000

Shown as Current Assets 919,642,785 891,031,785 28,611,000 2,164,937,453 1,406,537,453 758,400,000

- Maturity more than 12 monthsbut after one year from 12 monthsfrom Reporting Year 1,604,820,496 1,604,820,496 — 293,870,169 164,170,169 129,700,000

Shown as Non-Current Assets 1,604,820,496 1,604,820,496 — 293,870,169 164,170,169 129,700,000

Total 2,524,463,281 2,495,852,281 28,611,000 2,458,807,622 1,570,707,622 888,100,000

22.2 Details of Fixed Deposits kept as security (Amount in Rs.)



(a) Margin money or Security against borrowing — —

(b) Margin money or security against Guarantee

- Pledged with Bank Guarantees Taken 35,150,000 10,150,000

- Pledge with banks for OD facility 39,950,000 350,000,000

(c) Margin money or security against other Commitment

- Security with Tax Authorities /for License 200,000 90,000

- Pledge with Securities Exchanges as Margin 649,000,000 799,900,000

- Pledge with banks for LC facility availed by third parties 77,081,785 196,985,758

- Pledge with banks for Assignment of Loans 1,694,470,496 213,581,864

Total 2,495,852,281 1,570,707,622


NOTE NO. 23 : SHORT TERM LOANS AND ADVANCES (Amount in Rs.)



As per NBFC Guidelines (Refer Note 23.1)

- To Related Parties 8,223,749,132 4,310,821,713

- Others 48,706,335,124 43,917,485,979

Unsecured Considered Good

a. Loans & Advances to Related Parties 11,512,582 13,651,965

b. Loans & Advances recoverable in cash or in kind * 293,345,080 31,357,285

c. Prepaid Expenses 172,923,961 110,732,851

d. Security Deposits 37,348,982 36,079,856

e. Balances with Service Tax & VAT Authorities 113,712,000 98,880,000

Total 57,558,926,861 48,519,009,649

* As at March 31, 2012, Loans and Advances in cash or in kind, includes Gratuity assets of Rs. 684,125/- (Refer note no.36)


NO

TE N

O. 2

3.1

: A

S P

ER

NB

FC G

UID

ELI

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SP

artic

ular

sA

s at

Mar

ch 3

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(Am

ount

in R

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1, 2

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(Am

ount

in R

s)

Tota

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Loa

ns &

Adv

ance

sS

hort

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m L

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& A

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Tota

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Adv

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hort

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m L

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& A

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Loan

s &

Oth

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&Lo

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dvan

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&Lo

ans

&O

ther

Loa

ns &

Loan

s &

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ance

sO

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Adv

ance

sto

Rel

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sA

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toA

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elat

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a. S

ecur

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64,7

63,0

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181

39,4

98,8

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9272

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13,5

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2738

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454,

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301

33,7

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Sub

Sta

ndar

d A

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5,67

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1-

--

805,

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161

20,6

77,6

13-

--

20,6

77,6

13

Dou

btfu

l Ass

ets

9,92

1-

--

9,92

170

,265

--

-70

,265

Loss

Ass

ets

194,

127,

587

--

-19

4,12

7,58

758

,830

,876

--

-58

,830

,876

Tota

l10

8,36

8,25

8,76

518

,945

,502

64,7

63,0

33,4

213,

087,

655,

181

40,4

98,6

24,6

6172

,938

,080

,784

13,5

67,0

2738

,646

,553

,869

454,

586,

301

33,8

23,3

73,5

87

b. U

nsec

ured

Con

side

red

Goo

d

Sta

ndar

d A

sset

s17

,300

,078

,411

-4,

023,

917,

582

5,13

6,09

3,95

18,

140,

066,

878

16,7

24,5

56,0

08-

2,78

0,84

0,27

23,

856,

235,

412

10,0

87,4

80,3

24

Sub

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s56

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--

-56

,615

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--

--

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btfu

l Ass

ets

11,0

28,1

75-

--

11,0

28,1

756,

632,

067

--

-6,

632,

067

Loss

Ass

ets

--

--

--

--

--

Tota

l17

,367

,721

,996

-4,

023,

917,

582

5,13

6,09

3,95

18,

207,

710,

463

16,7

31,1

88,0

75-

2,78

0,84

0,27

23,

856,

235,

412

10,0

94,1

12,3

91

c. T

otal

Ass

ets

Sta

ndar

d A

sset

s12

4,66

8,52

9,50

718

,945

,502

68,7

86,9

51,0

038,

223,

749,

132

47,6

38,8

83,8

7089

,583

,058

,039

13,5

67,0

2741

,427

,394

,141

4,31

0,82

1,71

343

,831

,275

,158

Sub

Sta

ndar

d A

sset

s86

2,28

5,57

1-

--

862,

285,

571

20,6

77,6

13-

--

20,6

77,6

13

Dou

btfu

l Ass

ets

11,0

38,0

96-

--

11,0

38,0

966,

702,

332

--

-6,

702,

332

Loss

Ass

ets

194,

127,

587

--

-19

4,12

7,58

758

,830

,876

--

-58

,830

,876

Tota

l12

5,73

5,98

0,76

118

,945

,502

68,7

86,9

51,0

038,

223,

749,

132

48,7

06,3

35,1

2489

,669

,268

,860

13,5

67,0

2741

,427

,394

,141

4,31

0,82

1,71

343

,917

,485

,979

Not

es:

1(a

)S

ecur

ed L

oans

giv

en b

y th

e C

ompa

ny a

re s

ecur

ed b

y ei

ther

tang

ible

fixe

d as

sets

like

Veh

icle

s, P

rope

rty, P

lant

& E

quip

men

ts o

r tra

dabl

e an

d lis

ted

secu

ritie

s he

ld b

y th

e C

ompa

ny in

its

depo

sito

ries

acco

unts

or

by w

ay o

fpl

edge

of s

hare

s he

ld in

the

depo

sito

ry a

ccou

nt o

f the

clie

nts

for

whi

ch P

ower

of A

ttorn

eys

are

held

by

the

Com

pany

.

(b)

Sec

ured

and

Uns

ecur

ed lo

ans

are

furth

er c

lass

ified

into

sta

ndar

d, s

ub-s

tand

ard,

dou

btfu

l and

loss

ass

ets

in a

ccor

danc

e w

ith th

e N

on-

Ban

king

Fin

anci

al C

ompa

nies

Pru

dent

ial N

orm

s (R

eser

ve B

ank)

Dire

ctio

ns, 2

007

issu

edby

Res

erve

Ban

k of

Ind

ia a

fter

cons

ider

ing

subs

eque

nt r

ecov

erie

s. N

on-P

erfo

rmin

g A

sset

s ar

e re

cogn

ised

at

gros

s le

vel,

and

the

corr

espo

ndin

g pr

ovis

ion

for

Non

-Per

form

ing

Ass

ets

is g

roup

ed u

nder

sho

r te

rm p

rovi

sion

s.

(c )

Rec

ieva

bles

for

fin

ance

leas

es h

ave

been

cla

ssifi

ed a

s se

cure

d st

anda

rd a

sset

s un

der

Loan

s in

the

boo

ks o

f ac

coun

t.

2G

ross

val

ue o

f Non

Per

form

ing

Ass

ets

is c

lass

ified

as

Cur

rent

Ass

ets

Und

er th

e H

ead

Sho

rt Te

rm L

oans

and

Adv

ance

s ba

sed

on fo

llow

ing

assu

mpt

ions

:

(a)

Sin

ce th

e C

ompa

ny is

an

NB

FC, i

t is

gov

erne

d by

the

prov

isio

ns o

f Res

erve

Ban

k of

Indi

a A

ct 1

934.

Acc

rodi

ngly

pro

visi

ons

of s

ectio

n 21

1(5)

rea

d w

ith s

ectio

n 61

6 of

the

Com

pani

es A

ct 1

956

over

ride

the

requ

irem

ents

of

Rev

ised

Sch

edul

e V

I re

quire

men

ts.

(b)

Eve

n th

ough

a p

ortio

n of

inte

rest

/inst

allm

ent i

s ov

erdu

e ex

ceed

ing

90/1

80 d

ays

as p

er th

e pr

uden

tial n

orm

s, th

e en

tire

bala

nce

outs

tand

ing

afte

r re

vers

ing

unre

alis

ed in

tere

st is

cla

ssifi

ed a

s N

PA

.


NOTE NO. 24 : OTHER CURRENT ASSETS (Amount in Rs.)



- Interest Accrued 180,553,503 230,935,606

- Assets Acquired in satisfaction 198,600,000 198,600,000

- Other Receivables 7,366,416 10,758,197

Less: Provision for Doubtful Receivables (469,725) (469,725)

Total 386,050,194 439,824,078

NOTE NO. 25 : REVENUE FROM OPERATIONS (Amount in Rs.)

Year Ended Year EndedParticulars


Interest Income from financing Activities

Loan against Securities 3,430,525,764 2,591,094,213

Other Loans 13,016,020,191 6,595,805,659

Interest from Fixed Deposits 155,373,603 298,084,220

Income from Other Operating Activities

Income from Corporate Advisory Services 10,127,687 1,630,029

Income from Processing/Foreclosure charges 778,385,115 497,879,611

Income from Arbitrage & Trading in Securities and Derivatives 737,441,802 989,981,310

Income from Assignment of debts 85,216,359 55,247,589

Total 18,213,090,521 11,029,722,631

NOTE NO. 26 : OTHER INCOME (Amount in Rs.)



Income from Long term Investment

Other Dividend 6,333,957 5,600,000

Income from Current Investment

- Profit on Sale/Redemption of Mutual Funds 56,903,902 159,524,348

- Profit on Sale/Redemption of Other Current Investments 32,810,134 45,325,120

Other Non Operating Income

Income from Marketing Support Services 85,023,550 86,981,599

Brokerage Income from Mutual Fund Distribution 35,167,215 61,183,621

Loans Written off recovered 49,984,072 77,514,638

Excess Provision of NPAs written back (refer note 30.2) — 27,284,502

Gain on Foreign currency transaction (net) 2,942,126 307,411

Miscellaneous Income 104,899,982 137,693,076

Total 374,064,938 601,414,315


NOTE NO. 27 : EMPLOYEE BENEFIT EXPENSES (Amount in Rs.)



Salaries and Wages 993,614,407 966,902,638

Contribution to Provident and Other Funds (refer note 27.1) 44,915,906 51,115,183

Leave Encashment (Refer note 36) 17,700,728 22,341,006

Gratuity (refer note 27.2) — 2,108,975

Staff Welfare Expenses 25,153,666 25,484,671

Training & Recruitment expenses 3,417,384 7,475,830

Total 1,084,802,091 1,075,428,303

27.1 Provident fund for certain eligible employees is managed by the Company through the “Provident Fund Trust”, in line withthe Provident Fund and Miscellaneous Provisions Act, 1952. The plan guarantees interest at the rate notified by theProvident Fund Authorities. The contribution by the employer and employee together with the interest accumulated thereonare payable to employees at the time of their separation from the company or retirement, whichever is earlier. Thebenefits vest immediately on rendering of the services by the employee.

27.2 The Company operates a gratuity plan through the “Religare Finvest Limited Group Gratuity Scheme”. Every employee isentitled to a benefit equivalent to fifteen days salary last drawn for each completed year of service in line with thePayment of Gratuity Act, 1972. The same is payable at the time of separation from the Company or retirement, whicheveris earlier. The benefits vest after five years of continuous service.

27.3 The Company currently does not have any unfunded plans.

NOTE NO. 28 : FINANCE COSTS (Amount in Rs.)



Interest Expense

- Fixed Term Loans 6,542,663,925 1,822,860,454

- Debentures 1,683,870,855 861,259,952

- Inter Corporate Loans 158,907,722 228,177,020

Commercial Paper Expenses 4,067,267,004 3,390,587,829

Other Borrowing Costs

- Loan Processing charges 137,844,861 55,986,878

- Debenture Issue Expense 71,483,619 59,081,572

Premium on Acquisition of Loan portfolio 26,597,465 38,870,483

Total 12,688,635,451 6,456,824,188

28.1 There are no finance costs arising on account of exchange gain differences on account of foreign borrowings.

NOTE NO. 29 : DEPRECIATION & AMORTIZATION (Amount in Rs.)



Depreciation (Refer note 13.2) 88,929,723 89,829,211

Amortization 11,399,886 10,061,151

Total 100,329,609 99,890,362


NOTE NO. 30 : OTHER EXPENSES (Amount in Rs.)



Rent 337,333,380 345,322,531

Repairs to buildings — 3,498,428

Repair and Maintenance -Others 10,125,668 11,098,735

Insurance 1,759,360 2,208,154

Rates and Taxes, excluding, taxes on income 21,115,060 423,710

Communication Expenses 30,015,042 34,728,314

Printing & Stationery 6,945,304 11,729,988

Postage & Courier 5,768,424 6,559,638

Electricity and water expenses 27,561,659 20,481,015

Legal & Professional Charges 99,948,564 161,386,616

Support Service Expenses 635,567,850 511,918,556

Rating & Surveillance Expenses 17,424,577 14,890,805

Office Expenses 12,285,785 11,943,136

Business Promotion 85,499,308 82,883,647

Traveling and Conveyance Expenses 40,667,647 41,015,223

Bank Charges 6,443,312 3,446,902

Commission and Brokerage Charges (Others) 410,484,518 301,625,312

Loans written off 216,750,189 183,451,986

Transfer to Provisions (refer note 30.2) 637,980,350 429,402,140

Loss on sale of Fixed assets(Net) 18,748,802 19,580,281

Miscellaneous Expenses * 132,607,032 34,664,193

Payment to Auditors (Refer Note below 30.1) 5,167,313 5,125,423

Total 2,760,199,144 2,237,384,733

* For the year ended March 31, 2012,miscellaneous expenses includes reversal of Gratuity contribution of Rs. 789,692/- as peracturial valuation(Refer point no. 36)

30.1 Payment to Auditor



As Auditor:

Audit fee 2,895,050 2,300,000

Tax Audit Fee 736,000 575,000

In other Capacity

For Other Services 991,605 2,089,313

For Reimbursement of Expenses 544,658 161,110

Total 5,167,313 5,125,423


30.2 Transfer from / to Provisions



Transfer to Provisions

Provision for Non-performing assets 353,339,301 —

General Provision on Standard assets 161,832,003 177,668,375

Contingent Provisions against Standard Assets 87,713,672 223,957,645

Provision for diminution in the value of Long term Investments 35,095,374 27,776,120

Total 637,980,350 429,402,140

Transfer from Provisions

Excess provision of Non Performing Assets written back — 27,284,502

Total — 27,284,502

NOTE NO. 31 : EARNINGS PER EQUITY SHARE (Amount in Rs.)


31st March, 2012 31st March, 2011Diluted Basic Basic

(i) Net Profit After Tax 1,378,226,437 1,378,226,437 1,147,745,337Less: Preference Dividend on 1% Non ConvertibleCumulative Redeemable Preference Shares (1,187,501) (1,187,501) —Less: Preference Dividend on CompulsorilyConvertible Preference shares (29,394,774) (29,394,774) —Less: Tax on Preference Dividend (4,961,210) (4,961,210) —

(ii) Profit after tax for Basic Earnings per Share(A) 1,342,682,952 1,342,682,952 1,147,745,337

(iii) Effect of all Dillutive Potential Shares(B)Interest recognised on CCDs 137,519,178 — —Preference dividend on NCPs and CCPs 35,543,485 — —Tax Benefit on CCDs interest (30%) (44,618,097) — —

(iv) Profit after tax for Diluted Earnings per Share(C) 1,471,127,518 1,342,682,952 1,147,745,337

(v) Weighted Average number of equity Sharesfor Basic Earnings Per share (No)(D) — 173,322,145 173,322,137for Diluted Earnings Per share (No)(E) 187,672,708

(vi) Nominal value of share 10 10 10

(vii) Earnings Per ShareBasic (in Rs) (F= A/D) 7.75 7.75 6.66Diluted (in Rs)(Refer Note 2) (G=C/E) 7.84 — —

1. Impact of ESOPs outstanding has not been considered due to non-availability of fair market value.

2. Conversion of Compulsorily Convertible Debentures(CCD’s) and Compulsorily Convertible Preference Shares(CCPS) isanti-dilutive in nature.


NOTE NO. 32 : CONTINGENT LIABILITIES (Amount in Rs.)



(a) Claims against the company not acknowledged as debt 9,184,498 4,917,798

(b) Guarantees

- Guarantees given to the bankers by the Company on behalf of

Various Clients in respect of credit facilities availed by the said

entities (for opening of LCs) 146,342,133 237,214,278

- Bank Guarantees given by the bankers on behalf of the Company

in respect of credit facilities availed by the company 47,350,000 350,000

(c) Others

- Disputed Income Tax Demands not provided for * 194,056,327 111,540,000

- Collateral for assignment of receivables 1,694,470,495 213,582,169

- Inland bills purchased / discounted by Bank — 1,900,000,000

Total 2,091,403,453 2,467,604,245

* Out of this, Rs. 112,841,029 has been offered for adjustment with tax redund due to the Company.

NOTE NO. 33 : COMMITMENTS (Amount in Rs.)



(a) Estimated amount of contracts remaining to be executed oncapital account and not provided for 30,779,626 72,141,998

(b) Undisbursed Loans sanctioned 1,895,075,184 60,600,000

Total 1,925,854,810 132,741,998

NOTE NO. 34 : DIVIDENDS (Amount in Rs.)



(a) Interim Dividend Paid (refer note 34.1(b)) — 259,983,205- Interim dividend per share — 1.50

(b) Proposed Equity Dividend 953,272,029 —- Dividend per share 5.50

(c) Proposed Preference Dividend 29,394,774 —- Dividend per share 5.50

Total 982,666,803 259,983,205

34.1(a) During the year :

(i) The Board of Directors of the Company accorded approval to pay dividend of 1% on Non Convertible RedeemablePreference shares out of profits of the Company for the year to ICICI Bank Limited in terms of the subscriptionagreement.The Dividend Distribution Tax of Rs 192,672 (Previous Year Rs. Nil) has been provided and paid.

(ii) Considering the company’s growth and consistent profits for the year ended March 31, 2012 and 2011, the Board ofDirectors proposes for consideration of the shareholders at the ensuing annual general meeting, payment of a dividendof Rs.5.50 per share (55%) for the year ended March 31, 2012 on equity shares. In lieu of above, preference shareholders


of different classes are also entitled to dividend as per respective issued terms sheet. The aggregate amount ofdividend and the dividend distribution tax on equity and preference shares there to is Rs. 1,142,079,926.An amount ofRs. 110,258,116 has been transferred to general reserve as required by the Companies (Transfer of Profits to Reserves)Rules, 1975.

(b) During the previous year, the Board of Directors at the board meeting held on March 28, 2011, had declared and paidan interim dividend of Rs.1.50 per equity share aggregating Rs. 259,983,205 out of profits of the Company for theprevious year. The Dividend Distribution Tax of Rs. 43,179,961 had been provided and paid. An amount of Rs. 57,387,267had been transferred to general reserve as required by the Companies (Transfer of Profits to Reserves) Rules, 1975.

NOTE NO. 35 : Expenditure in Foreign Currency on account of: (Amount in Rs.)



- Travelling — 675,969

Total — 675,969

36 Employee Benefits- Gratuity and Leave EncashmentThe following tables summarizes the components of the net employee benefit expenses recognized in the statement ofprofit and loss, the fund status and the amount recognized in the balance sheet for the gratuity and leave encashment forthe year ended March 31, 2012

(Amount in Rs.)

l. Disclosure relating to actuarial valuation of Leave Encashment and Gratuity Liability

Year Ended March 31, 2012 Year Ended March 31, 2011

Leave Gratuity Leave GratuityEncashment Encashment

I Assumptions as at March 31, 2012

Mortality IALM (1994-96) IALM (1994-96) IALM (1994-96) IALM (1994-96)

Discount Rate 8.20% p.a. 8.20% p.a. 8.00% p.a. 8.00% p.a.

Rate of increase in compensation 6.00% p.a. 6.00% p.a. 6.00% p.a. 6.00% p.a.

Rate of return(expected) on plan assets N.A. 8.00% p.a. N.A. N.A.

Withdrawal rates 67% p.a to 67% p.a to 20% p.a to 20% p.a to24% p.a. 24% p.a. 1% p.a. 1% p.a.

Expected average remaining service 1.81 yrs 1.81 yrs 6.08 yrs 6.08 yrs

II Changes in present value of obligations

PBO at beginning of year 19,676,566 17,136,381 16,152,370 15,078,903

Interest Cost 1,498,206 1,457,979 1,273,671 1,209,840

Current Service Cost 11,572,137 6,892,113 11,749,894 6,287,375

Prior Service Cost: Vested — — — —

Prior Service Cost: Non Vested — — — —

Curtailments — — — —

Settlements — — — —




Benefits Paid (14,512,935) (1,276,880) (15,984,709) (51,497)

Net Transfer in / (Out) — (2,357,743) 856,717 968,558

Actuarial loss/(gain) on obligation 4,630,385 (9,560,537) 5,628,623 (6,356,798)

PBO at end of year 22,864,359 12,291,313 19,676,566 17,136,381

III Changes in fair value of plan assets

Fair Value of Plan Assets at beginning of year — 17,124,000 — —

Expected Return of Plan Assets — 1,249,821 — —

Contributions made — — — 17,124,000

Plan participants’ contributions — — — —

Benefits paid — (1,213,450) — —

Special termination benefits — — — —

Net transfer in/(out) — (2,514,359) — —

Actuarial gain / (loss) on plan assets — (1,670,574) — —

Fair Value of Plan Assets at end of year * — 12,975,438 — 17,124,000

IV Fair Value of Plan Assets

Fair Value of Plan Assets at beginning of year — 17,124,000 — —

Actual Return of plan assets — (420,753) — —

Employer contributions — — — 17,124,000

Plan participants’ contributions — — — —

Benefit paid — (1,213,450) — —

Special termination benefits — — — —

Net transfer in/(out) — (2,514,359) — —

Fair Value of Plan Assets at end of year — 12,975,438 — 17,124,000

Funded Status * 22,864,359 (684,125) 19,676,566 12,381

Excess of actual over estimated

return on Plan Assets — (1,670,574) — —

* Assets are held by Religare Finvest Limited Group Gratuity Scheme (the Trust) for the benefit of employees




V Actuarial Loss/(Gain) Recognised

Actuarial loss/(Gain) for the year (obligation) 4,630,385 (9,560,537) 5,628,623 (6,356,798)

Actuarial (loss)/Gain for the year (plan asset) — (1,670,574) — —

Total Loss/(Gain) for the year 4,630,385 (7,889,963) 5,628,623 (6,356,798)

Actuarial loss/(Gain) Recognised for the year 4,630,385 (7,889,963) 5,628,623 (6,356,798)

Total Unrecognised Actuarial

Loss/(Gain) at the end of year — — — —

VI Amounts to be recognised in the

balance sheet

PBO at the end of year 22,864,359 12,291,313 19,676,566 17,136,381

Funded Assets 22,864,359 12,975,438 19,676,566 17,124,000

Funded Status - Deficit (Surplus) — (684,125) — 12,381

Unrecognised Actuarial Gain /(Loss) — — — —

Unfunded Liability to be recognized

in the Balance Sheet — (684,125) — 12,381

Net ( Asset)/Liability recognised in the

balance sheet 22,864,359 — 19,676,566 —

VII Expense Recognised

Current Service Cost 11,572,137 6,892,113 11,749,894 6,287,375

Interest Cost 1,498,206 1,457,979 1,273,671 1,209,840

Expected Return on Plan Assets — (1,249,821) N.A. —

Net Actuarial Loss/(Gain) recognised

for the year on the basis of short term

liability payable — — — —

Net Actuarial Loss/(Gain) recognised

for the year 4,630,385 (7,889,963) 5,628,623 (6,356,798)

Expense recognised in the statement

of Profit and Loss. 17,700,728 (789,692) 18,652,188 1,140,417


37 Segment Reporting:(a) Business Segment:

(i) The business segment has been considered as the primary segment.

(ii) The Company’s primary business segments are reflected based on principal business activities, the nature ofservice, the differing risks and returns, the organization structure and the internal financial reporting system.

(iii) The Company’s primary business comprises of Financing related activities (lending by way of secured and unsecuredLoans to corporate and others), Investment, Broking Related Activities, Depository/ Custodial Operations andFinancial Advisory Services.

(iv) Revenue and expenses directly attributable to segments are reported under each reportable segment. Expensesincurred on behalf of other segments and not directly identifiable to each reportable segment have been allocatedto each segment on the basis of associated revenues of each segment. All other expenses which are not attributableor allocable to segments have been disclosed as unallocable expenses.

Assets (including fixed assets) and liabilities that are directly attributable to segments are disclosed under eachreportable segment. Common assets have been allocated to each segment on the basis of associated revenuesof each segment .Common liabilities have been allocated to each segment on the basis of total segment expense.All other assets and liabilities are disclosed as unallocable.

If the segment result of a segment includes interest or dividend income, its segment assets include the relatedreceivables, loans, investments, or other interest or dividend generating assets.

If the segment result of a segment includes interest expense, its segment liabilities include the related interest-bearing liabilities.

(b) Geographical Segment

The Company operates in one Geographic Segment namely “Within India” and hence no separated information forGeographic Segment wise disclosure is required.



VIII Movements in the liability

recognised in Balance Sheet

Opening Net Liability 19,676,566 12,381 16,152,370 15,078,903

Expenses as above (net of Short

Term Accured Cost) # 17,700,728 (789,692) 18,652,188 1,140,417

Net Transfer in / (Out) — 156,616 856,717 968,558

Contribution paid (14,512,935) (63,430) (15,984,709) (17,175,497)

Closing Net Liability/(Asset) 22,864,359 (684,125) 19,676,566 12,381

- Current 12,180,331 — 4,205,236 —

- Non-Current 10,684,028 (684,125) 15,471,330 12,381

# Excludes Leave Encashment expenses of Rs. 2,832,101/- towards Crystalised liability for inactive employees as atMarch 31, 2011 not covered under actuarial report.

# Excludes Leave Encashment expenses of Rs. 856,717/- towards transfer of all employees of Religare Finance Limitedto the Company.


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38 Related Party Disclosures:

Sr. No Nature of Relationship Name of Party

1) Holding Company Religare Enterprises Limited

2) Subsidiary of the Company Religare Housing Development Finance Corporation

Limited(w.e.f December 3, 2010)

3) Fellow Subsidiaries REL Infrafacilities Limited(Formerly known as Religare Realty Limited)(Name changed from Religare Realty Limited toREL Infrafacilities Limited w.e.f. November 18, 2010)

Religare Finance Limited

Religare Capital Markets Limited

Religare Health Insurance Company Limited

Religare Arts Initiative Limited

Religare Insurance Broking Limited

Vistaar Religare Capital Advisors Limited

RGAM Corporation Private Limited(Formerly Religare Global Asset ManagementCompany Private Limited)

Religare Commodity Broking Private Limited(Formerly Shreyas Advisory Services Private Limited)

Religare Global Asset Managment Inc.

Religare Securities Limited

Religare Capital Markets (India) Limited

4) Subsidiaries of Fellow Subsidiaries Religare Arts Investment Management Limited

Religare Asset Management Company Limited

Religare Trustee Company Limited

Religare Capital Markets International(Mauritius) Limited

Religare Capital Market (UK) Limited

Religare Capital Markets Plc

Hichens, Harrison (Middle East) Limited

Hichens, Harrison (Ventures) Limited

Northgate Capital Asia (India) Limited (Incorporated aswholly owned subsidiary of Religare Securities Limitedw.e.f. 15/06/2011)

Religare Investment Advisors Limited (Incorporated aswholly owned subsidiary of Religare Securities Limitedw.e.f. July 05, 2011)

Noah Nominees (Pty) Limited (Incorporated as whollyowned subsidiary of Noah Financial Innovation(Proprietary) Limited w.e.f July 28, 2011)

Religare Capital Markets (Pty) Limited (FormerlyReligare Hichens, Harrison (Pty) Ltd.)(Name changedw.e.f. October 4, 2010)


Religare Capital Markets Advisers Pte Limited.(NameChanged from Religare Capital Markets Pte Limitedw.e.f December 07, 2010)

Religare Capital Markets Inc.

London Wall Nominees Limited

Charterpace Limited

HH1803.com Limited

Tobler (Mauritius) Limited

Tobler UK Limited

Religare Global Asset Management Japan Co. LimitedReligare Investment Advisory (Mauritius)

Religare Commodities Limited

Religare Advisory Services Limited (Formerly ReligareAdvisory Services Private Limited)

Religare Global Asset Management (HK) Limited(Name Changed from Religare Capital Markets(HK)Limited to Religare (Hong Kong) Limited w.e.fDecember 02, 2010;) (Name Changed from Religare(Hong Kong) Limited to Religare Global AssetManagement (HK) Limited w.e.f December 13, 2010

Religare Bullion Limited

Religare Share Brokers Limited

Religare Securities Australia Pty Limited (Namechanged from “Relsec Australia Pty Limited to“Religare Securities Australia Pty Limited” w.e.fNovember 17, 2010)

Bartleet Religare Securities (Private) Limited (Namechanged from Bartleet Mallory Stock Brokers (Private)Limited w.e.f June 24, 2011)

Relsec Nominees No.1 Pty Limited (Incorporated aswholly owned subsidiaries of Religare SecuritiesAustralia Pty Limited w.e.f November 30, 2010)Relsec Nominees No.2 Pty Limited (Incorporated aswholly owned subsidiaries of Religare SecuritiesAustralia Pty Limited w.e.f November 30, 2010)

Northgate Capital LLC (Religare Enterprises Limitedthrough a wholly owned subsidiary Religare GlobalAsset Management Inc. acquired 70% stake inNorthgate Capital LLC w.e.f December 01, 2010)

Northgate Capital LP(Religare Enterprises Limitedthrough a wholly subsidiary Religare Global AssetManagement Inc. acquired 70% stake in NorthgateCapital LP w.e.f December 01, 2010)

Kyte Management Limited (Religare Capital MarketsPlc acquired 100% stake in Kyte Management Limited(KML), acting through its wholly owned subsidiariesCentral Joint Enterprises Limited, Hong Kong [nowknown as Religare Capital Markets (Hong Kong)Limited] and Central Joint Enterprises Pte Limited,Singapore (now known as Religare Capital Markets(Singapore) Pte Limited], trading as “Aviate Global”w.e.f December 09, 2010)


Religare Capital Markets (Hong Kong) Limited (CentralJoint Enterprises Limited, Hong Kong became whollyowned subsidiary of Religare Capital Markets Plc w.e.fDecember 09, 2010 consequent of the acquisition ofKyte Management Limited (KML))

Religare Noah Capital Markets (Pty) Limited

Religare Venture Capital Limited

Landmark Partners LLC

Landmark Realty Advisors LLC

Landmark Equity Advisors LLC

Mill Pond Associates LLC

BJM (UK) Nominees Limited

Religare Capital Markets (USA) LLC

Religare Bartleet Capital Markets (Private) Limited

Strategic Research Limited

Religare Investment Holdings (UK) Ltd.

Hichens Harrison (Far East) Pte. Ltd.

Religare Capital Markets (Pty) Ltd

Religare Hichens Harrison Consultoria Internacional Ltda

Religare Capital Markets Corporate Finance Pte

Limited, Singapore

Religare Capital Markets (Europe) Limited

Religare Capital Markets (Singapore) Pte Limited(Central Joint Enterprises Pte Limited Became whollyowned subsidiary of Religare Capital Markets Plc w.e.fDecember 09, 2010 consequent of the acquisition ofKyte Management Limited (KML))

Religare Capital Markets (EMEA) Limited (ReligareCapital Markets Plc acquired 100% stake in BarnardJacobs Mellet (UK) Limited, name changed w.e.f Dec14, 2010)

5) Joint Ventures of Holding Company Religare Macquarie Wealth Management Limited

Aegon Religare Life Insurance Company Limited

6) Individuals owning directly or indirectly interest in Mr. Malvinder Mohan Singh

voting power that gives them control Mr. Shivinder Mohan Singh

7) Key Management Personnel and relatives thereof Mr. Atul Gupta (Wholetime Director) (upto November14, 2011)

Mr J S Grewal (Wholetime Director) (upto November12, 2011)

Mr. Kavi Arora (Managing Director) (Appointed w.e.fNovember 14, 2011)

Mr. Anil Saxena (Managing Director) (upto November14, 2011)

Mrs. Ramita Saxena

Mr. Tej Bahadur Saxena

Relatives of Mr Anil Saxena(upto November 14, 2011)


8) Enterprises over which (6) and (7) are able to Oscar Investments Limited

exercise significant influence with whom transactions RHC Holding Private Limited

have taken place RHC Finance Private Limited

International Hospital Limited

Aegon Religare Life Insurance Company Limited

ANR Securities Limited

Dion Global Solutions Limited(Name changed fromReligare Technova Global Solutions Limited w.e.fDecember 28, 2010)(Religare Technova GlobalSolutions merged with Religare Technova Limited w.e.fAugust 16, 2010)

Religare Technologies Limited (Religare TechnovaBusiness Intelect Limited and Religare Technova ITServices Limited merged with Religare TechnologiesLimited w.e.f August 16th 2010)

Religare Voyages Limited

Religare Travels (India) Limited

Super Religare Laboratories Limited

Religare Corporate Services Limited

Religare Infotech Private Limited

Religare Wellness Limited

Religare Aviation Training Academy Limited

Religare Aviations Limited

Fortis Hospitals Limited














39 Disclosure of transactions as required by Accounting Standard 19 on ‘Leases’:

(a) (i) The Company has leased vehicles to its holding/fellow subsidiary/other group companies on operating lease terms.

(ii) Details of assets given on operating lease are: (Amount in Rs.)



Gross Carrying Amount 60,524,117 70,256,000

Accumulated Depreciation 13,612,764 8,890,000

Depreciation recognized in Profit & Loss Account 6,442,348 21,278,000

(iii) Maturity Pattern of Future Minimum Lease Payments is as under: (Amount in Rs.)

Year Ended Year EndedMinimum Lease Rentals


Within 1 year 13,292,990 37,289,063

Later than 1 year and not later than 5 years — —

Later than 5 years — —

(iv) Initial direct costs are charged to Profit and Loss Account.

(b) Assets under finance lease:Details of assets given under finance lease are as under: (Amount in Rs.)



Total of future minimum lease receipts 2,810,584,122 1,380,305,976

Present value of lease receipts 2,151,479,496 1,047,332,367

Un-matured finance charges 659,104,626 332,973,609

Maturity Profile of future minimum lease receipts :

Within 1 year 948,459,849 398,096,014

Later than 1 year and not later than 5 years 1,862,124,273 982,209,962


Total 2,810,584,122 1,380,305,976

Maturity Profile of present value of lease receipts :

Not later than 1 year 832,252,190 351,809,679

Later than 1 year and not later than 5 years 1,319,227,306 695,522,689


Total 2,151,479,496 1,047,332,368

(c) The Company has taken office premises on operating lease at various locations and lease rent in respect of the same havebeen charged under “Rent” in the Profit and Loss Account. The agreements are for a period ranging from 1 year to 9 years.The Company has sub-let, some part of the rental premises.


40 Other Notesa. During the period, the Company assigned certain loan portfolios aggregating Rs. 10,418,477,256 (Previous Year Rs.

593,220,739) and de-recognising the assets in the books. The detail of the loans assigned are as under:(Amount in Rs.)



Total number of contracts assigned/sold 16 6

Book Value of contract assigned/sold 10,606,671,113 593,220,739

Sale consideration 10,606,671,113 626,202,961

Gain on assignment (amortised over the tenure of corresponding loan) — 32,982,222

Bank Deposit provided as collateral 1,480,888,631 54,020,169

The validity and continuity of the aforesaid assignment of loans was subject to verdict of Supreme Court in the case ofKotak Mahindra Bank v/z O.L. of APS Star Ind. Limited. The division Bench of Gujarat High Court held that assignment ofdebts by the banks inter se is an activity which is impermissible under the Banking Regulations Act, 1949. Supreme courtvide judgment dated Sept. 30, 2010 has set aside the impugned judgment(s) of the Gujarat High Court on the question ofassignment of debt as an activity permissible under the Banking Regulations Act, 1949.

b. Details of Closing Stock of Shares and Other Securities (Lower of Cost and net realisable value):

Closing Stock of Bonds As at March 31, 2012 As at March 31, 2011

Name of Security Number Amount Number Amountin Rs. in Rs.

Advanta India Limited — — 2,000 1,987,575,000

Bajaj Auto Finance Limited 236 227,075,727 388 406,759,000

G.O.I (Govt. Of India) Demat — — 118,000 11,857,000

Industrial Development Bank Of India — — 27 27,079,000

Infrastructure Development Finance Corporation 91 87,378,044 145 145,150,000

IFCI Limited — — 838 863,107,000

Indian Renewable Energy Development Agency Limited 271 259,307,951 9 9,192,000

Indian Railway Finance Corporation Limited — — 17 8,909,000

LIC Housing Finance Limited 100 94,330,279 150 154,290,000

National Bank For Agliculture And Rural Development — — 58 57,809,000

Oil India Limited — — 4,000 396,000

Parsvnath Developers Limited 245 122,500,000 250 126,158,000

Power Finance Corportion Limited 228 230,329,704 147 151,204,000

Rural Electrification Corporation Limited 950 12,787,665 27,781 469,615,000

State Bank Of India — — 13,060 187,896,000

Tata Motors Limited — — 41 27,114,000

Yes Bank Limited 460 476,845,263 200 207,616,443

Total (A) 2,581 1,510,554,633 167,111 4,841,726,443


Closing Stock of Commodities As at March 31, 2012 As at March 31, 2011

Name of Bullion Quantity Amount Quantity Amount(Kgs) in Rs. (Numbers) in Rs.

Gold Medallion 2 Gms — — 748 2,571,230

Gold Medallion 5 Gms — — 69 566,123

Gold Medallion 8 Gms — — 586 7,601,535

Gold Medallion 10 Gms — — 54 872,102

Silver 8,331 465,541,104 — —

GOLD ETF 98 277,144 — —

Gold Coin 2 3,824,727 — —

Gold Bar 999 189 530,765,187 — —

Gold Bar 995 49 137,200,000 — —

Total (B) 8,669 1,137,608,162 1,457 11,610,990

Closing Stock of Agri Products As at March 31, 2012 As at March 31, 2011

Item Quantity Amount Quantity Amount(MT) in Rs. (MT) in Rs.

Castor Seed 284 10,120,824 — —

Cocud 7,018 95,775,589 — —

Jeera 147 20,593,040 — —

RM Seed 1,034 37,080,897 — —

Soyabean 1,556 44,591,935 — —

TotaL (C) 10,039 208,162,285 — —

TotaL (D=B+C) 18,708 1,345,770,447 1,457 11,610,990

Total (E=A+D) 21,289 2,856,325,080 168,568 4,853,337,433

c. Details of Income/Loss from Trading of Securities/Derivatives and Commodities.

Securities/Derivatives For the Year Ended For the Year Ended March 31, 2012 March 31, 2011

Quantity Amount in Rs. Quantity Amount in Rs.

Sales 24,355,731,930 1,134,800,359,630 4,692,652,706 1,325,548,393,399

Dividend Income 57,764,876 79,446,082

Total Income 24,355,731,930 1,134,858,124,506 4,692,652,706 1,325,627,839,481

Opening Stock 167,111 4,841,726,443 29,174,823 6,858,370,411

Purchase 20,864,656,250 1,130,223,452,751 4,663,644,994 1,321,924,995,854

Other Charges 629,127,622 96,055,497

Less : Closing Stock 1,060,818,696 1,510,554,633 167,111 4,841,726,443

Total Cost of Sales 19,804,004,665 1,134,183,752,183 4,692,652,706 1,324,558,249,238

Profit / (Loss) on sale of Securities/Derivatives 674,372,323 990,144,162


Commodities For the Year Ended For the Year Ended March 31, 2012 March 31, 2011

Quantity Amount in Rs. Quantity Amount in Rs.

Sales 174,977 8,951,756,519 1,357 17,906,207

Total Income 174,977 8,951,756,519 1,357 17,906,207

Opening Stock 1,457 11,610,990 — —

Purchase 193,037 9,952,372,391 2,814 29,680,049

Other Charges — 275,448,525 — —

Less : Closing Stock 19,507 1,350,744,866 1,457 11,610,990

Total Cost of Sales 174,988 8,888,687,040 1,357 18,069,059

Profit / (Loss) on sale of Commodities — 63,069,479 (162,852)

Total Income from Arbitrage & Trading inSecurities and Derivatives 737,441,802 989,981,310

d. (i) Unexpired position of Equity index / Stock futures and options contracts entered into by the Company and outstandingas at March 31, 2012 is Rs. Nil (Previous year Rs. Rs. 238,375)

(ii) Initial margin deposit of Rs. Nil (Previous Year Nil) on Equity Derivative Instrument contracts has been paid in cash andFDR’s of Rs. 649,000,000 (Previous Year Rs. 799,900,000) has been assigned to the exchanges as at March 31, 2012.

(iii) Derivative instruments outstanding as at March 31, 2012.

Currency Amount Buy/Sell Amount in(Foreing currency) Rs.

Forward exchange Contracts(net)

USD/INR 41,631,758 Buy 2,193,746,713

Total forward premium agreed for entering the forward exchange contracts for the purpose of hedging foreign currencyexposure over the tenure of contracts is Rs.211,542,481 (previous year Rs. Nil).Premium charged to profit and loss accountduring the year is Rs. 120,827,563 (pervious year Rs. Nil).

Commodity

Security Name Quantity(Lots) Buy/Sell Amount in Rs.

GOLD F 050412 1,900 Sell 53,257,000

GOLD F 050612 3,300 Sell 94,109,400

GOLDM F 040412 14,880 Sell 417,235,200

GOLDM F 050512 3,930 Sell 111,356,550

GOLDPETAL F 300412 98 Sell 277,046

SILVER F 050512 8,970 Sell 509,406,300

SILVERM F 300412 660 Buy 37,495,920

SILVERMIC F 300412 21 Sell 1,193,157

CASTORSEED F 180512 800 Sell 2,836,800

CASTORSEED F 200412 2,000 Sell 7,002,000

COCUDAKL F 180512 35,700 Sell 50,836,800

COCUDAKL F 200412 30,900 Sell 42,734,700

COCUDAKL F 200612 3,500 Sell 5,110,000

JEERAUNJHA F 180512 660 Sell 8,103,150


Commodity

Security Name Quantity(Lots) Buy/Sell Amount (Rs.)



RMSEED F 180512 18,600 Sell 73,005,000

RMSEED F 200412 8,300 Buy 32,096,100

SYBEANIDR F 180512 6,000 Sell 18,816,000

SYBEANIDR F 200412 9,600 Sell 29,620,800

Total 1,504,465,723

e. Repo Transactions (in face value terms) (Amount in Rs.)

Particulars Outstanding During the year Outstanding as at

Securities Sold under Repo Min Max Daily Average March 31 2012

(i) Corporate Debt securities 198,206,197 909,867,041 76,913,436 868,263,030


40 Other Notes

f. Disclosure of details as required by Para 5 of Reserve Bank of India Circular No. DNBS (PD), CC. No. 125/03.05.002/2008-09, dated 01-08-2008

i. Capital to Risk Assets Ratio (“CRAR”)

As at As atS. N. Item


(i) CRAR (%) 19.65 16.16

(ii) CRAR - (Tier I Capital (%) 14.60 14.88

(iii) CRAR - (Tier II Capital (%) 5.05 1.28

Notes:

1. Aforesaid CRAR calculation has been made on the following basis:

(a) All the Investments made by the Company in the group companies are considered at net off provision for diminutionin value of long term Investments other than temporary.

(b) The guarantees given by the Company on behalf of group companies though disclosed at contracted/gross valueas contingent liability in the notes to accounts, for the purpose of CRAR computation the balance outstanding asper principal borrower instead of contract value has been considered for weight risk for such guarantees.

(c ) The company has not considered balance due from group companies included under trade receivables on accountof arbitrage trading as per a legal opinion.

(d) Undisbursed loans/Inter Corporate Deposits sanctioned has not been considered based on comments made byRBI in its Annual Inspection.

(e) Undrawn Committed Credit Lines from banks/Financial Institutions to the Company are shown at zero value.

ii. Exposure to Real Estate Sector (Amount in Rs.)

As at As atS. N. Category


(a) Direct Exposures

(i) Residential Mortgages:-

(a) Individuals housing loans upto Rs.15 lacs 423,847,404 444,722,975

(b) Individuals housing loans more than Rs.15 lacs 23,637,665,550 18,072,249,925

(ii) Commercial Real Estate 36,310,857,207 16,864,163,303

(iii) Investments in Mortgage Backed Securities(MBS) and other Securitised exposures:-

(a) Residential — —

(b) Commercial Real Estate. — —

(b) Indirect Exposures

Fund based and non fund based exposures on National Refer Note 1 below Refer Note 1 belowHousing Bank(NHB) and Housing Finance Companies(HFCs)

Notes :

1. The company has indirect exposure in Subsidiary by way of:

a) Acquisition of 34,998,250 equity shares of the book value of Rs. 973,340,159/- in Religare Housing DevelopmentFinance Corporation Limited (RHDFCL) (formerly known as Maharishi Housing Development Finance CorporationLimited) from Religare Enterprises Limited (REL) (the ‘Holding Company’) w.e.f. December 3, 2010.

b) Inter Corporate Loans including interest receivable thereon due as at March 31, 2012 is Rs. 369,972,049 (as atMarch 31, 2011, Rs. 229,376,439)


40 Other Notes

g. Disclosure of details as required in terms of Paragraph 13 of Non-Banking Financial (Non Deposit Accepting or Holding)Companies Prudential Norms (Reserve Bank) Directions, 2007.

(Amount in Rs.)Particulars

Liabilities Side :

Amount AmountOutstanding Overdue

1) Loans and Advances availed by the NBFCs inclusive ofinterest accrued thereon but not paid:

a) Debentures: Secured 17,464,525,827 —

Unsecured : 3,528,000,000 —

(other than falling within the meaning of Public deposits)

b) Deferred Credits — —

c) Term Loans 55,886,975,971 —

d) Inter-Corporate loans and borrowings 1,120,000,000 —

e) Commercial Paper 24,925,141,478 —

f) Other Loans (specify nature)

a) Working Capital Loan from Banks 21,347,643,748 —

b) Interest accrued and due 79,945,960 —

Assets Side:

AmountOutstanding

2) Break-up of Loans and Advances including bills

receivables (other than those included in (4) below):

a) Secured 108,368,258,765

b) Unsecured 17,367,721,996

3) Break-up of Leased Assets and stock on hire and otherassets counting towards AFC activities

i) Lease assets including lease rentals under sundry debtors:

a) Financial Lease —

b) Operating Lease 48,835,864

ii) Stock on hire including hire charges under sundry debtors:

a) Assets on hire —

b) Repossessed Assets —

iii) Hypothecation loans counting towards AFC activities

a) Loans where assets have been repossessed —

b) Loans other than (a) above —

4) Break-up of Investments:

Current Investments:

1 Quoted: —i) Shares: a) Equity —

b) Preference —


AmountOutstanding

ii) Debentures and Bonds

iii) Units of mutual funds —

iv) Government Securities —

v) Others —

2 Unquoted: 109,707,000

i) Shares: a) Equity —

b) Preference 109,707,000

ii) Debentures and Bonds —



v) Others —

Long Term Investments:

1 Quoted: 1,476,135,421

i) Shares: a) Equity 276,135,421

b) Preference —

ii) Debentures and Bonds 1,200,000,000



v) Others —

2 Unquoted: 2,901,583,473

i) Shares: a) Equity 1,048,340,159

b) Preference —

ii) Debentures and Bonds



v) Others( investment in Art, Media Fund, PMS and Gold Coin) 1,853,243,314

5) Borrower group-wise classification of all leased assets, stock-on-hire and loans and advances:(Amount in Rs.)

Category Amount net of Provisions

Secured Unsecured Total

1 Related Parties

a) Subsidiaries — 369,972,060 369,972,060

b) Companies in the same group — 356,913,304 356,913,304

c) Other related parties — 8,242,694,634 8,242,694,634

2 Other than related parties 107,292,766,706 8,309,901,864 115,602,668,570

Total 107,292,766,706 17,279,481,862 124,572,248,568


6) Investor group-wise classification of all investments (current and non current investments) in shares andsecurities (both quoted and unquoted):

Market Value/Break-up or Book Value(Net ofCategory

fair value or NAV Provisions)

1 Related Parties

(a) Subsidiaries 973,340,159 973,340,159

(b) Companies in the same group — —

(c) Other related parties — —

2 Other than related parties 2,174,977,797 2,249,214,241

Total 3,148,317,956 3,222,554,400

7) Other information

Particulars Amount

(i) Gross Non-Performing Assets

(a) Related parties —

(b) Other than related parties 1,067,451,254

(ii) Net Non-Performing Assets

(a) Related parties —

(b) Other than related parties 645,610,512

(iii) Assets acquired in satisfaction of debt 198,600,000

h. Details of Employee Stock Option Plans issued by the company

Type of Scheme ESOP Scheme ESOP Scheme2010 (Series-I) 2010(Series-II)

Date of grant December 29, 2010 October 3, 2011

Number Granted 14,775,000 1,475,000

Contractual Life 3 yrs 3 yrs

Vesting Conditions 33% on expiry of 12 33% on expiry of 12months from Grant Date months from Grant Date

33% on expiry of 24 33% on expiry of 24months from Grant Date months from Grant Date

34% on expiry of 36 months 34% on expiry of 36from Grant Date months from Grant Date

Method of Option Valuation Black Scholes Option Black Scholes OptionPricing Method Pricing Method

Exercise Price 145 156

Estimated fair value of share granted 145 156


Type of Scheme No. of Issued Cancellation Options No. of Opeti- ExcercisableOpetions During of Options Exercised ons Outstand as at March

Outstanding the periood due to -ing as on March 31, 2012as on April 1, 2011 /year resignations 31, 2012

Scheme 2010 13,310,000 1,475,000 1,823,000 — 12,962,000 3,879,150

Total 13,310,000 1,475,000 1,823,000 — 12,962,000 3,879,150

As the fair value of the shares at the date of grant of Options is equals to the exercise price no amount has been chargedto the Profit and Loss Account.

i. Employee Stock Appreciation Right Scheme

Religare Enterprises Limited Employee Stock Appreciation Rights (SAR) Scheme 2007, was made effective from November17, 2007. The Vesting of Stock Appreciation Rights (SARs) were due on April 1, 2008; April 1, 2009 and April 1, 2010, As atSeptember 30, 2011/March 31, 2011, no rights were pending for exercise under the Scheme. The Company accounted foremployee compensation cost for SARs allocated to the employees of the Company by amortising the excess of purchaseprice per share over the excercise price per share over the period.

Accordingly, the Company has (credited)/charged off Rs. Nil (Previous Year Rs. (1,189,114)) in the statement of Profit andLoss Account for the year.

j. During the year, the Company has got registration with Insurance Regulatory Development Authority(IRDA) as a Corporateagent vide license no. ARL 9009278 dated February 24, 2012.This license authorises the company to procure and solicitinsurance business of one life insurer.

k. During the year the company have entered into a services agreement with Religare Corporate Services Limited to providesupport services in the areas of administration, branding, finance and accounting, HR, information technology, legalcompliance and corporate and secretarial affairs, customer support services, etc. The service fee is a combination of afixed fee and an agreed percentage of the revenue generated (subject to a cap of 30% growth year on year) by thecompany. The charge allocated during the year ended March 31, 2012 is Rs 269,155,304.

l. An asset or a liability is classified as current when it satisfies any of the following criteria:

a. it is expected to be realized / settled, or is intended for sale or consumption, in the Company’s normal operating cycle;or

b. it is held primarily for the purpose of being traded; or

c. it is expected to be realized / due to be settled within twelve months after the reporting date; or

d. it is cash or cash equivalent unless it is restricted from being exchanged or used to settle a liability for at least twelvemonths after the reporting date; or

e. the Company does not have an unconditional right to defer settlement of the liability for at least twelve months after thereporting date.

All other assets and liabilities are classified as non-current.

m. There is no other information apart from the information already disclosed above required to be disclosed pursuant to therelevant clauses of New Schedule VI as inserted to Companies Act by the Notification No.S.O. 447(E), Dated 28-2-2011 (Asamended by Notification No. F.NO. 2/6/2008-CL-V, Dated 30-3-2011).

n. There are no transactions for the year ended March 31, 2012 with Micro, Small and Medium enterprises and as such is nobalance outstanding as at March 31, 2012.

o. The Company has disbursed loans against mortgage of properties , and the borrowers have assigned lease rentals receivablefrom the said properties towards repayment of EMIs/instalments .The borrowers have opened Escrow accounts with certainbanks under lien to the Company. The aforesaid escrow accounts do not form part of these financial statements.


41 Previous Year Figures

The financial statements for the year ended March 31, 2011 had been prepared as per the applicable, pre-revised ScheduleVI to the Companies Act, 1956. Consequent to the notification of Revised Schedule VI under the Companies Act, 1956, thefinancial statements for the year ended March 31,2012 are prepared as per Revised Schedule VI. Accordingly, the previousyear figures have also been regrouped, re-arranged and reclassified wherever necessary to conform to current year’sclassification. The adoption of Revised Schedule VI for previous year figures does not impact recognition and measurementprinciples followed for preparation of financial statements except for accounting for dividend on investments in subsidiaries.

The Notes are an integral part of Financial Statements.

Signature to Note no. 1 to 41 forming part of the For and on behalf of the Board of DirectorsFinancial Statements


(DIN-01429165) (DIN-01555425)







Religare Housing DevelopmentFinance Corporation Limited


Notice is hereby given that the 19th Annual General Meeting of the Members of Religare Housing DevelopmentFinance Corporation Limited (“the Company”) will be held on Wednesday, August 1, 2012 at 11:30 A.M. at theRegistered Office of the Company, i.e. D3, P3B, District Centre, Saket, New Delhi - 110017 to transact the followingbusiness:

ORDINARY BUSINESS:

1. To receive, consider and adopt the Audited Profit & Loss Account of the Company for the year ended March31, 2012 and Balance Sheet as at that date together with the Report of the Board of Directors and the Auditors’Report thereon.

2. To appoint a Director in place of Mr. Anuj Chowdhry, who retires from office; and being eligible, offers himselffor re-appointment.

3. To appoint M/s Price Waterhouse & Co., Chartered Accountants, as the Statutory Auditors of the Company, tohold office from the conclusion of ensuing Annual General Meeting until the conclusion of next Annual GeneralMeeting and fix their remuneration.

SPECIAL BUSINESS:

4. Re-appointment of Mr. Kavi Arora as Managing Director

To consider and, if thought fit, to pass with or without modification(s), the following resolution as an OrdinaryResolution:

“RESOLVED THAT pursuant to the provisions of Section 269 read with Section 198, 309, 316 and ScheduleXIII, all other applicable provisions, if any, of the Companies Act, 1956 (including any statutory modification orre-enactment thereof for the time being in force) and all applicable provisions of the Articles of Association ofthe Company, Mr. Kavi Arora be and is hereby re-appointed as Managing Director of the Company for a periodof three years with effect from August 25, 2012 on following terms and conditions:

a. Salary & Other allowances: Nil;

However he shall be entitled for reimbursement of all actual expenses including on entertainment andtraveling incurred for the business of the Company.

b. Term : 3 years

c. He shall not be entitled to any sitting fees for attending the Board Meetings of the Company

d. Subject to the superintendence, control and direction of the Board, Mr. Kavi Arora shall perform suchduties and functions as may be delegated to him from time to time.

RESLOVED FURTHER THAT the Board of the Company be and is hereby authorized to do all such acts,deeds, things and matters and to sign execute and file all such forms, papers and documents as may beconsidered necessary or expedient including appointing attorney(s) or authorized representative(s) to giveeffect to this resolution.”

By order of the Board of DirectorsFor Religare Housing Development

Finance Corporation Limited

Sd/-Place : New Delhi Ashraf AliDate : May 31, 2012 Company Secretary

Notice


EXPLANATORY STATEMENT PURSUANT TO SECTION 173(2) OF THE COMPANIES ACT, 1956

ITEM NO. 4

According to the provisions of Section 269 of the Companies Act, 1956, every company having a Paid-up ShareCapital of Rs. 5 Crore or more shall have a Managing Director/ Whole Time Director/ Manager.Accordingly, Mr. Kavi Arora was appointed as the Managing Director of the Company with effect from August 25,2009, for a period of 3 years. Since his term as Managing Director of the Company is due to expire on August 24,2012, the Board of Directors has decided to re-appoint Mr. Kavi Arora as the “Managing Director” of the Companywithin the meaning of provisions of Section 269 of the Companies Act, 1956, with effect from August 25, 2012 onfollowing terms and conditions:

a. Salary & Other allowances: Nil;

However he shall be entitled for reimbursement of all actual expenses including on entertainment andtraveling incurred for the business of the Company.

b. Term: 3 years

c. He shall not be entitled to any sitting fees for attending the Board Meetings of the Company

d. Subject to the superintendence, control and direction of the Board, Mr. Kavi Arora shall perform suchduties and functions as may be delegated to him from time to time.

The matter enumerated above requires approval of shareholders. The Board, therefore, recommends theabove Resolution for your approval by way of an Ordinary Resolution.

Mr. Kavi Arora is deemed to be interested in the proposed resolution to the extent of his appointment as aManaging Director.




Notes:

1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE ANNUAL GENERAL MEETING (THE MEETING) ISENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE, INSTEAD OF HIMSELF AND SUCH PROXYNEED NOT BE A MEMBER OF THE COMPANY. THE INSTRUMENT APPOINTING A PROXY SHOULD,HOWEVER, BE DEPOSITED AT THE REGISTERED OFFICE OF THE COMPANY NOT LESS THAN 48 HOURSBEFORE THE COMMENCEMENT OF THE MEETING.

2. Corporate Members intending to send their Authorized Representative to attend the Meeting are requested tosend a duly certified copy of the Board Resolution authorizing their representative to attend and vote at theAnnual General Meeting.

3. The Annual Report for the year ended March 31, 2012 containing, inter-alia, the Directors’ Report, Auditors’Report and the audited financial statements are enclosed.

4. Members/ Proxies should fill in the attendance slip for attending the Meeting.

5. The Register of Directors’ Shareholding will be available for inspection at the meeting.

6. The documents referred to in the proposed resolutions are available for inspection at the Registered Office ofthe Company during working hours between 10:00 A.M. to 1:00 P.M. except on holidays, upto the date of theAnnual General Meeting.





Dear Members,

Religare Housing DevelopmentFinance Corporation Limited

Your Directors have immense pleasure in presenting the 19th Annual Report along with the Audited Accounts for theyear ended March 31, 2012.

FINANCIAL RESULTSThe key financial results are produced below: (Rs. in lacs)

Particulars For the year ended For the year endedMarch 31, 2012 March 31, 2011

Total Income 3,484.75 2,023.15

Total Expenditure 2,350.09 1,103.99

Profit before Tax 1,134.67 919.16

Taxation-Current Tax 368.45 292.66

- Deferred Tax (73.44) (44.31)

Profit after Tax 835.74 693.70

Appropriations have been made as under:-

Transfer to Special Reserve [ under Section

29C of National Housing Bank, 1987 ] 225.81 201.73

Balance carried to balance sheet 1,064.80 454.87

DIVIDENDWith a view to invest the profits accrued to the Company into the business operations of the Company, the Directorsof the Company have decided not to recommend any dividend for the year under review.

RESULTS OF OPERATIONSThe Company earned a total income of Rs. 3,484.75 Lacs registering an increase of 72.24% over the income ofprevious year. Profit before tax and after tax stood at Rs. 1,134.67 Lacs and Rs. 835.74 Lacs for the Year endedMarch 31, 2012 as against Rs. 919.16 Lacs and Rs. 693.70 Lacs, respectively, for the previous year.

FUTURE OUTLOOKThe Housing sector in India has seen enormous growth in the past decade, which has been triggered by improvingeconomic conditions and growing urbanization. According to the National Housing Bank (NHB), investments in thehousing sector have grown at a compounded average growth rate (CAGR) of 28-30% over the last decade.Correspondingly, the Housing Finance segment has also grown and has attracted newer players while existingplayers, including banks, have scaled up their presence. This symbiotic interplay between the Housing and theHousing Finance sectors has been mutually reinforcing – growth in the Housing sector has increased the availabilityof funding as financiers have been attracted to the opportunity, and availability of finance has increased the abilityof end-users to purchase houses, thus increasing the overall demand for housing.Despite the rapid growth in the recent past, there was a cumulative shortage of 26.53 million dwelling units in Indiaby the end of the 11th Five Year Plan (2007-2012) as per NHB estimates. This shortage is only likely to increase asthe Indian economy continues on its growth path and the pace of urbanization keeps increasing – it is estimatedthat 600 million Indians will live in urban areas by 2030. Furthermore, India still lags other developing and developednations in terms of mortgage penetration, with mortgages as a percentage of GDP at a mere 6%. While mortgagesas a proportion of total bank credit have increased from 2% in FY00 to 9% in FY11, this is still significantly belowregional peers.The combination of this huge demand for housing, favorable economic conditions, low penetration and the increasingpropensity for buyers to have their houses financed from the organized sector results in a very lucrative opportunityfor Housing Finance companies in India. A favorable policy framework and continuing fiscal incentives for homeownership will provide a further fillip to mortgage penetration. Based on a synthesis of various estimates, we

Directors’ Report


reckon the total funding opportunity for Housing Finance sector to be at least Rs. 25 trillion.Given the huge opportunity before the Company, the ongoing structural changes in the Indian economy and theencouraging growth trajectory, the Company is optimistic about its future prospects.

REGULATORY GUIDELINESThe Company has been following applicable Guidelines, Circulars and Directions issued by National HousingBank (“NHB”) from time to time. The Company has been maintaining capital adequacy as prescribed by the NHBfrom time to time. The capital adequacy was at a comfortable level of 41.66% as on 31st March, 2012 as against12% stipulated by NHB.

LENDING OPERATIONSDuring the year under review, the Company has sanctioned housing loan for Rs. 14,170.64 Lacs covering 115housing units. The Company has disbursed housing loan of Rs. 11,715.89 Lacs during the year.For the year, NPA provisions as per the prescribed guidelines by NHB for sub-standard assets and doubtful assetsto the extent of Rs. 203.17 Lac and Rs. 62.60 Lac, respectively; have been made.

DEPOSITSOther Liabilities includes Rs. 5,524 of public deposits matured and paid on February 16, 2008 which was returnedunclaimed. Effective from the date of maturity, interest has neither been accrued nor paid against the said deposit.Further during the year ended March 31, 2012, the Company has not accepted, renewed or held any publicdeposit as on the balance sheet date except the unclaimed public deposit. Accordingly, the Company is notdeposit accepting/ holding housing company as per the Housing Finance Companies (NHB) Directions, 2010 andthe provision of section 58A & 58AA of the Companies Act, 1956 are not applicable to the Company. The maturedunclaimed public deposit included in other liabilities as aforesaid will be deposited to the Investor Education andProtection Fund on completion of seven years from the date they became due for payment in accordance with therequirement of Section 205C of the Companies Act, 1956.Since the Company has neither accepted nor renewed any fresh public deposits during the year under review,accordingly, liquidity requirement as specified under Section 29B of the National Housing Bank Act, 1987, doesnot arise.

INTERNAL CONTROL SYSTEMThe Company is following an effective internal control system commensurate with its size and operations. In additionto this the work process is designed in such a way that process of internal check is ensured at all levels.

BOARD OF DIRECTORSIn accordance with Articles 134 and 135 of the Articles of Association of the Company and the applicable provisionsof the Companies Act, 1956, Mr. Anuj Chowdhry, Director of the Company, retires by rotation at the ensuing AnnualGeneral Meeting (AGM) and is eligible for re-appointment. Your Board recommends his re-appointment.

COMMITTTEES OF BOARD• AUDIT COMMITTEE

Composition: The Audit Committee comprises of Mr. S. Ravi as the Chairman, Mr. Anuj Chowdhry and Mr. AnilSaxena as Members.

• REMUNERATION COMMITTEEComposition: The Remuneration Committee comprises of Mr. Anuj Chowdhry as the Chairman, Mr. S. Ravi, Mr.Anil Saxena and Mr. Kavi Arora as Members.

• ASSET LIABILITY COMMITTEE (ALCO)Composition: The Asset Liability Committee comprises of Mr. Anil Saxena as the Chairman, Mr. S. Ravi and Mr.Kavi Arora as Members.

• RISK MANAGEMENT COMMITTEEComposition: The Risk Management Committee comprises of Mr. Anil Saxena as the Chairman, Mr. S. Ravi andMr. Kavi Arora as Members.

• LOAN & INVESTMENT COMMITTEEComposition: The Loan and Investment Committee comprises of Mr. Anil Saxena as the Chairman and Mr. KaviArora as Member.These Committees meet from time to time in order to perform the tasks as per the terms of reference of constitutionof the respective Committees.


DIRECTORS’ RESPONSIBILITY STATEMENTPursuant to Section 217(2AA) of the Companies Act, 1956, with respect to the Directors’ Responsibility Statement,it is hereby confirmed that:(i) in the preparation of the annual accounts for the financial year ended March 31, 2012, the applicable accounting

standards have been followed along with proper explanations relating to material departures;(ii) the Directors have selected such accounting policies and applied them consistently and made judgments and

estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of theCompany as at March 31, 2012, and of the profit of the Company for the said period;

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

(iv) the Directors have prepared the annual accounts for the financial year ended March 31, 2012 on a ‘goingconcern’ basis.

AUDITORSM/s Price Waterhouse & Co., Chartered Accountants, Statutory Auditors of the Company, retire at the conclusion ofthe ensuing Annual General Meeting and are eligible for re-appointment. They have further confirmed that theirappointment, if made, would be in conformity with the provisions of Section 224 (1B) of the Companies Act, 1956.The Board recommends their appointment at the ensuing Annual General Meeting.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTIONThe Company is not engaged in manufacturing activities and, therefore, the particulars as required under Section217(1)(e) of the Companies Act, 1956 read with Companies’ (Disclosures of Particulars in the Report of the Boardof Directors) Rules, 1988 regarding Conservation of Energy, Research and Development and Technology Absorptionare not applicable.

FOREIGN EXCHANGE EARNINGS AND OUTGOThe Company has not incurred any expenditure in Foreign Exchange and Foreign Exchange earnings are asfollows:

(Rs. in Lacs)

Particulars 2011-12 2010-11

Housing Loan Receipts 32.24 43.92

Total 32.24 43.92

PARTICULARS OF EMPLOYEESThe particulars regarding the employees as required under Section 217(2A) of the Companies Act, 1956, read withthe Companies (Particulars of Employees) Rules, 1975, as amended, is appended herewith and forms an integralpart of this report as Annexure A.

HUMAN RESOURCES AND TRAININGHuman Resources have always been most valuable asset and your company seeks to attract and avail the bestavailable talent. Productive high performing employees are vital for Company’s success. The Board values andappreciates the contribution and commitment of the employees towards performance of your company during theyear. The Company sponsored its employees for various training programmes and seminars including the trainingprogrammes conducted by National Housing Bank in order to update their knowledge and keep them abreast of allthe developments in their respective fields.

ACKNOWLEDGEMENTSYour Directors would like to express their sincere appreciation for the co-operation and support received from theNational Housing Bank, Regulatory Bodies, Customers and other Business Constituents during the year underreview and also takes an opportunity to place on record their gratitude for the dedication and commitment ofemployees at all levels.

By Order of the Board of Directors

Sd/- Sd/-Place: New Delhi Kavi Arora Anil SaxenaDate : May 31, 2012 Managing Director Director


Auditors’ Report to the Members of Religare HousingDevelopment Finance Corporation Limited

1. We have audited the attached Balance Sheet of Religare Housing Development Finance Corporation Limited(the “Company”) as at March 31, 2012, and the related Statement of Profit and Loss and Cash Flow Statementfor the year ended on that date annexed thereto, which we have signed under reference to this report. Thesefinancial statements are the responsibility of the Company’s Management. Our responsibility is to express anopinion on these financial statements based on our audit.

2. We conducted our audit in accordance with the auditing standards generally accepted in India. Those Standardsrequire that we plan and perform the audit to obtain reasonable assurance about whether the financial statementsare free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amountsand disclosures in the financial statements. An audit also includes assessing the accounting principles usedand significant estimates made by Management, as well as evaluating the overall financial statementpresentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditor’s Report) Order, 2003, as amended by the Companies (Auditor’sReport) (Amendment) Order, 2004 (together the “Order”) issued by the Central Government of India in terms ofsub-section (4A) of Section 227 of ‘The Companies Act, 1956’ of India (the ‘Act’) and on the basis of suchchecks of the books and records of the Company as we considered appropriate and according to the informationand explanations given to us, we give in the Annexure a statement on the matters specified in paragraphs 4and 5 of the order.

4. Further to our comments in the Annexure referred to in paragraph 3 above, we report that:

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

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

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

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

(e) On the basis of written representations received from the directors, as on March 31, 2012 and taken onrecord by the Board of Directors, none of the directors is disqualified as on March 31, 2012 from beingappointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Act;

(f) In our opinion and to the best of our information and according to the explanations given to us, the saidfinancial statements together with the notes thereon and attached thereto give, in the prescribed manner,the information required by the Act, and give a true and fair view in conformity with the accounting principlesgenerally accepted in India:

(i) In the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2012;

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

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

For Price Waterhouse & Co.Firm Registration Number: 304026EChartered Accountants

Partha GhoshPartnerMembership Number: F55913

Place: New DelhiDate: May 24, 2012


Referred to in paragraph 3 of the Auditors’ Report of even date to the members of Religare Housing DevelopmentFinance Corporation Limited on the financial statements for the year ended March 31, 2012

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

(b) The fixed assets of the Company have been physically verified by the Management during the year andno material discrepancies between the book records and the physical inventory have been noticed.

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

2. The Company did not have any inventory during the year. Accordingly, clause (ii) (a) to (ii) (c) of paragraph 4of the Order regarding physical verification of inventory and maintenance of proper records of inventory arenot applicable to the company for the current year.

3. (a) The Company has not granted any loans, secured or unsecured, to companies, firms or other partiescovered in the register maintained under Section 301 of the Act. Accordingly, clause (iii) (b) to (iii) (g) ofparagraph 4 of the Order are not applicable to the Company for the current year.

(b) The Company has not taken any loans, secured or unsecured, to companies, firms or other parties coveredin the register maintained under Section 301 of the Act. Accordingly, clause (iii) (b) to (iii) (g) of paragraph4 of the Order are not applicable to the Company for the current year.

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

5. According to the information and explanations given to us, there have been no contracts or arrangementsreferred to in Section 301 of the Act during the year to be entered in the register required to be maintainedunder that Section. Accordingly, the question of commenting on transactions made in pursuance of suchcontracts or arrangements does not arise.

6. The Company has not accepted any deposits from the public within meaning of Sections 58A and 58AA of theAct and the rules framed there under. Attention is drawn to Note 10.1 of the Notes forming part of financialstatements regarding unclaimed deposits.

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

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

9. (a) According to the information and explanations given to us and the records of the Company examined byus, in our opinion, the Company is generally regular in depositing the undisputed statutory dues, includingprovident fund, investor education and protection fund, employees state insurance, income tax, sales tax,wealth tax, service tax, customs duty, excise duty and other material statutory dues, as applicable, withthe appropriate authorities.

(b) According to the information and explanations given to us and the records of the Company examined byus, there are no dues of income-tax, sales-tax, wealth-tax, service-tax, customs duty, and excise dutywhich have not been deposited on account of any dispute except as mentioned below.

Name of Nature Amount (Rs.) Period to which Forum where thethe statute of dues the amount relates dispute is pending

Income Tax Income Tax *12,781,721 AY(s) 2001-02, The Delhi High CourtAct, 1961 Demands 2003-04, 2004-05

and 2005-06

Income Tax Income Tax *260,822 AY 2008-09 Commissioner of IncomeAct, 1961 Demands tax (Appeals) – IX, New Delhi

Income Tax Income Tax *1,937,263 AY 2009-10 Commissioner of IncomeAct, 1961 Demands tax (Appeals) – XVIII, New Delhi

Total 14,979,806

*amount paid under protest adjusted against the income tax demand.

Annexure to Auditors’ Report


10. The Company has no accumulated losses as at March 31, 2012 and it has not incurred any cash losses in thefinancial year ended on that date and in the immediately preceding financial year.

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

12. The Company has not granted any loans and advances on the basis of security by way of pledge of shares,debentures and other securities.

13. The provisions of any special statute applicable to chit fund/ nidhi/ mutual benefit fund/ societies are notapplicable to the Company.

14. In our opinion, the Company is not a dealer or trader in shares, securities, debentures and other investments.

15. In our opinion, and according to the information and explanations given to us, the Company has not given anyguarantee for loans taken by others from banks or financial institutions during the year.

16. In our opinion, and according to the information and explanations given to us, the term loans have beenapplied, on an overall basis, for the purposes for which they were obtained.

17. On the basis of an overall examination of the balance sheet of the Company, in our opinion, and according tothe information and explanations given to us, there are funds raised on a short-term basis amounting to Rs88,436,054 which have been used for long-term investment.

18. The Company has not made any preferential allotment of shares to parties and companies covered in theregister maintained under Section 301 of the Act.

19. The Company has not issued any debentures during the year and does not have any debentures outstandingat the year end.

20. The Company has not raised any money by public issues during the year.

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

For Price Waterhouse & Co.Firm Registration Number: 304026EChartered Accountants

Partha GhoshPartnerMembership Number: F55913

Place: New DelhiDate: May 24, 2012


BALANCE SHEET AS AT MARCH 31, 2012

Particulars Note No. As at As atMarch 31, 2012 March 31, 2011


EQUITY AND LIABILITIES

Shareholders’ FundsShare Capital 3 399,980,000 399,980,000Reserves and Surplus 4 771,678,588 688,104,482

Non. - Current LiabilitiesLong - Term Borrowings 5 291,428,571 -Other Long Term Liabilities 6 223,000 50,000Long - Term Provisions 7 19,876,507 12,449,684

Current LiabilitiesShort - Term Borrowings 8 1,188,295,711 1,210,996,366Trade Payables 9 6,354,774 14,627,904Other Current Liabilities 10 101,485,535 14,606,618Short - Term Provisions 11 28,062,023 12,011,034

----------------------------------------------------------------------------------------- -----------------------------------------------------------------------------------------TOTAL 2,807,384,709 2,352,826,088

==================================== ===========================

ASSETS

Non - Current AssetsFixed Assets

Tangible Assets 12 974,910 171,388Intangible Assets 13 69,979 86,483

Deferred Tax Asset (Net) 14 15,478,898 8,134,431Long - Term Loans and Advances 15 2,477,682,436 2,013,512,597Other Non - Current Assets 16 340,891 1,603,659

Current AssetsCash and Bank Balances 17 49,238,449 57,925,055Short - Term Loans and Advances 18 262,267,494 270,537,303Other Current Assets 19 1,331,652 855,172

----------------------------------------------------------------------------------------- -----------------------------------------------------------------------------------------TOTAL 2,807,384,709 2,352,826,088

==================================== ===========================Overview and Significant Accounting Policies 1&2The notes are an integral part of the Financial Statements

This is the Balance Sheet referred to in our report of even date For and on behalf of the Board of DirectorsFor Price Waterhouse & Co. Sd/- Sd/-Firm Registration Number: 304026E KAVI ARORA ANIL SAXENAChartered Accountants Managing Director Director

(DIN-01429165) (DIN-01555425)Sd/- Sd/-PARTHA GHOSH ASHRAF ALIPartner Company SecretaryMembership Number: F55913Place : New Delhi Place : New DelhiDate : May 24, 2012 Date : May 24, 2012


STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED MARCH 31, 2012

Particulars Note No. Year Ended Year EndedMarch 31, 2012 March 31, 2011(Amount in Rs.) (Amount in Rs.)

RevenueRevenue from Operations 20 334,610,125 193,983,748Other Income 21 13,865,115 8,331,227

----------------------------------------------------------------------------------------- -----------------------------------------------------------------------------------------Total Revenue 348,475,240 202,314,975

==================================== ===========================

ExpensesEmployee Benefits Expense 22 21,471,198 31,616,490Finance Costs 23 172,770,060 48,280,283Depreciation and Amortization Expense 24 138,384 38,169Other Expenses 25 40,628,862 30,464,354

----------------------------------------------------------------------------------------- -----------------------------------------------------------------------------------------Total Expenses 235,008,504 110,399,296

==================================== ===========================

Profit before Tax 113,466,736 91,915,679Tax Expense

-Current Tax 36,845,350 29,265,521-Deferred Tax (7,344,467) (4,430,861)Taxes for earlier Years 391,747 (2,288,697)

----------------------------------------------------------------------------------------- -----------------------------------------------------------------------------------------Profit for the year 83,574,106 69,369,716

==================================== ===========================

Earnings per Equity Share 26Basic 2.09 1.73Diluted 2.09 1.73

Overview and Significant Accounting Policies 1&2

The notes are an integral part of the Financial Statements

This is the Statement of Profit and Loss referred to in our For and on behalf of the Board of Directorsreport of even date

For Price Waterhouse & Co. Sd/- Sd/-Firm Registration Number: 304026E KAVI ARORA ANIL SAXENAChartered Accountants Managing Director Director



CASH FLOW STATEMENT FOR THE YEAR ENDED MARCH 31, 2012

Particulars Year Ended Year EndedMarch 31, 2012 March 31, 2011


A. Cash Flow from Operating Activities:

Profit Before Tax 113,466,736 91,915,679

Adjustments for:

Depreciation 138,384 38,169

Provision against Standard Assets and Non-Performing Assets (Refer Note 27) 29,962,950 15,426,833

Interest on Inter Corporate Loans 169,609,183 48,280,283

Interest on Term Loans 3,160,877 -

Provision for Doubtful Assets- Rent Receivables - 130,974

Bad debts/Loans/Balances written off 19,842 180,301

Loss on Sale/Retirement of Fixed Assets (Net) 5,206 -

Provision for Gratuity (147,448) (416,559)

Provision for Leave Encashment (90,979) 260,697

Tax Deducted at Source on Operating Income - (263,813)

Contingent Provisions on Standard Assets-Written back - (66,353)

Provision against Non Performing Assets written back for:

-Doubtful Assets (Net)

Housing Loans (868,551) -

Non-Housing Loans (2,824,325) -

General Provision for loan loss written back (Net) (2,701,283) -

Interest Income on Fixed Deposits with Banks (1,755,815) (1,492,782)

194,508,041 62,077,750

Operating Profit before working capital changes 307,974,777 153,993,429

Adjustments for changes in working capital :

-(Increase)/Decrease in Sundry Debtors (330,900) 600,000

-Increase in Current Liabilities 4,399,271 12,993,512

-(Increase) in Other current assets - (295,172)

-(Increase) in Loans and Advances (458,744,865) (1,248,493,888)

Cash used in Operations (146,701,717) (1,081,202,119)

Taxes Paid (Net of Tax Deducted at Source) (34,302,336) (43,856,709)

Net cash used in Operations (A) (181,004,053) (1,125,058,828)

B Cash Flow From Investing Activities:

Interest received 1,610,235 1,393,537

Proceeds from sale of long term Investments - 200,000

Purchase of fixed assets (930,608) (206,286)

Net Cash generated from Investing Activities (B) 679,627 1,387,251


Particulars Year Ended Year EndedMarch 31, 2012 March 31, 2011(Amount in Rs.) (Amount in Rs.)

C Cash Flow from financing activities:

Secured loans-Bank Overdraft (Net) (61,346,366) 35,612,953

Term Loans from Banks 340,000,000 -

Interest paid on Term Loans from Banks (98,361) -

Inter Corporate Loans (Net) 38,645,711 1,138,150,000

Interest paid on Inter Corporate Loans (146,825,932) (39,717,206)

Net Cash generated from Financial Activities ( C ) 170,375,052 1,134,045,747

Net Increase in Cash and Cash Equivalents (A+B+C) (9,949,374) 10,374,170

Cash and Cash Equivalents at the beginning of the Year 59,187,823 48,813,653

Cash and Cash Equivalents at the end of the Year 49,238,449 59,187,823

(9,949,374) 10,374,170

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

Cash in Hand 14,909 16,934

Fixed Deposits with Scheduled Banks (Refer Note 17.1) 21,075,768 21,434,059

Balances with Scheduled Banks 28,147,772 37,736,830----------------------------------------------------------------------------------------- -----------------------------------------------------------------------------------------

Total 49,238,449 59,187,823==================================== ===========================

Notes :

1 The above Cash flow statement has been prepared under the “Indirect method” as set out in AccountingStandard-3(AS-3).

2 Figures in brackets indicate cash outgo/income.3 Previous year figures have been regrouped, re-arranged and reclassified wherever necessary to conform to

the current years’ classification.The Notes are an integral part of the Financial Statements.

This is the Cash Flow Statement referred in our report of For and on behalf of the Board of Directorseven date




NOTES FORMING PART OF THE FINANCIAL STATEMENTSFOR THE YEAR ENDED MARCH 31, 2012

1 OVERVIEW

Religare Housing Development Finance Corporation Limited [RHDFCL] (the ‘Company’) is a subsidiary ofReligare Finvest Limited (RFL). RFL holds 87.5% of the paid up equity share capital of RHDFCL.The Companywas incorporated on June 30,1993 as Maharishi Housing Development Finance Corporation Limited. OnSeptember 7,2010 the name of the Company was changed to Religare Housing Development FinanceCorporation Limited. The Company is a Housing finance Company registered with the National Housing bank(“NHB”) under section 29A of the National Housing Bank Act, 1987 and primarily engaged in lending of HousingLoans.

Pursuant to the requirement of the Housing Finance Companies (NHB) Directions, 2010 the Company hasbeen granted a new registration No.10.0088.10 dated October 1, 2010 under section 29A of the NationalHousing Bank Act, 1987 by the National Housing Bank, consequent upon change in the name of the Company.

2 SIGNIFICANT ACCOUNTING POLICIES

A. BASIS OF ACCOUNTING

The Financial Statements are prepared under the historical cost convention and on accrual basis ofaccounting and in accordance with generally accepted accounting principles in India and comply in materialaspect with the measurement and recognition principles of Accounting Standards referred in Section 211(3C) of the Companies Act, 1956 of India (“the Act”) read with Companies (Accounting Standard) Rules2006 to the extent applicable, The National Housing Bank Act, 1987 and The Housing Finance Companies,(NHB) Directions, 2010.

All assets and liabilities have been classified as current or non-current as per the Company’s normaloperating cycle and other criteria set out in the Schedule VI to the Companies Act,1956. Based on thenature of products and the time between the acquisition of assets for processing and their realisation incash and cash equivalents, the Company has ascertained its operating cycle as 12 months for the purposeof current – non current classification of assets and liabilities.

B. USE OF ESTIMATES

The presentation of Financial Statements requires estimates and assumptions to be made that affect thereported amount of assets and liabilities on the date of financial statements and the reported amount ofrevenue and expenses during the reporting period. Difference between the actual results and estimatesare recognized in the period in which results are known / materialized.

C. REVENUE RECOGNITION

i) Interest income from financing activities is recognized on an accrual basis except in the case of non-performing assets, where it is recognised on realisation basis as per NHB prudential norms.

ii) Processing fees is recognized upon the occurrence of the transaction.

iii) Interest on fixed deposits and bonds are accounted for on an accrual basis.

iv) Income from Mutual Funds comprises of profit / loss on sale of mutual fund units held as currentinvestmens. Profit /loss on sale of investments are determined based on weighted average cost of theunits sold.

v) Revenue excludes service tax.

D. FIXED ASSETS

Fixed assets are stated at cost , less accumulated depreciation. Cost for this purpose includes purchaseprice, non refundable taxes or levies and other directly attributable costs of bringing the asset to its workingCondition for its intended use.


E. INTANGIBLE ASSETS

Intangible assets are recognised only if it is probable that the future economic benefits that are attributableto assets will flow to the enterprise and the cost of the assets can be measured reliably. Intangible assetsare recorded at cost and are carried at cost less accumulated depreciation and accumulated impairmentlosses, if any.

Computer software which is not an integral part of the related hardware is classified as an intangible assetand is being amortized over the estimated useful life.

F. DEPRECIATION AND AMORTISATION

Immovable assets at the leased premises including civil works, electrical items are capitalized as leaseholdimprovements and are amortized over the primary period of lease subject to maximum of 6years.Depreciation is provided on Straight Line Method, at the rates specified in Schedule XIV of theCompanies Act, 1956 or the rates based on useful lives of the assets as estimated by the management,whichever are higher. Depreciation is provided for on a pro-rata basis on the assets acquired, sold ordisposed off during the year.

Due to pace of change in technology, change in business dynamics and operations forcing the Companyto apply new tools and technologies and discard old ones and degrading in product quality, the Companyhas decided to revise estimated life of all assets purchased and put to use on or after October 1, 2011.Consequently the rates of depreciation charged on assets are as under:-

Assets Description Depreciation Rate (%) Depreciation Rate (%) Depreciation Rate (%)(Put to use upto (Put to use after (As per Schedule XIV of

September 30, 2011) October 1, 2011) the Companies Act, 1956)

Data Processing Machines 16.21% Between 16.21% to 50% 16.21%

Office Equipments Between 10% to 20% Between 10% to 20% 4.75%

Furniture and Fixtures 6.33% 20% 6.33%

Vehicles 9.50% 16.00% 9.50%

Intangible Assets-Software 16.21% Between 16.21% to 50% 16.21%

Individual assets costing up to Rs. 5,000 are fully depreciated in the year of acquisition.

G. INVESTMENTS

Investments are classified into long term investments and current investments. Investments which are byits nature readily realisable and intended to be held for not more than one year from the date of investments,are classified as current investments and investments other than current investments are classified as longterm investments. Long term investments are accounted at cost and any decline in the carrying value otherthan temporary in nature is provided for. Current investments are valued at lower of cost and fair/market value.

H. FOREIGN CURRENCY TRANSACTIONS

i) Transactions in foreign currencies are recorded at the rate of exchange in force at the time of occurrenceof the transactions.

ii) Exchange differences arising on settlement of revenue transactions are recognized in the Statementof Profit and Loss.

iii) Monetary items denominated in a foreign currency are restated using the exchange rates prevailing atthe date of balance sheet and the resulting net exchange difference is recognized in the Statement ofProfit and Loss.

I. EMPLOYEE BENEFITS

(i) Provident Fund is a defined contribution scheme and the contributions as required by the statute arecharged to the Statement of Profit and Loss as incurred.

(ii) The Company has an obligation towards gratuity, a defined benefit retirement plan covering eligibleemployees. The plan provides for a lump sum payment to vested employees at retirement, death whilein employment or on termination of employment. Vesting occurs upon completion of five years of service.


The Company makes annual contributions to gratuity fund (“Religare Housing Development FinanceCorporation Limited Group Gratuity Scheme”) established as trust. The Company accounts for theliability for gratuity benefits payable in future based on an independent actuarial valuation conductedby an independent actuary using the Projected Unit Credit Method as at the balance Sheet date.

(iii) The employees of the Company are entitled to compensate absences and leave encashment as perthe policy of the Company, the liability in respect of which is provided, based on an actuarial valuationas at the end of the year.

(iv) Actuarial gains and losses comprise experience adjustments and the effects of changes in actuarialassumptions and are recognized immediately in the Statement of Profit and Loss as income or expense.

(v) The undiscounted amount of short - term employee benefits expected to be paid in exchange for servicesrendered by an employee is recognized during the period when the employee renders the service.

J. LEASED ASSETS

(i) Assets acquired under Leases where a significant portion of the risks and rewards of the ownershipare retained by the lessor are classified as Operating Leases. The rentals and all the other expensesof assets under operating lease for the period are treated as revenue expenditure.

(ii) Assets given on operating leases are included in fixed assets. Lease income is recognized in the Statementof Profit and Loss on straight line basis over the lease term. Operating costs of leased assets, includingdepreciation are recognized as an expense in the Statement of Profit and Loss. Initial direct cost suchas legal costs, brokerages etc. are charged to Statement of Profit and Loss as incurred.

K. TAXES ON INCOME

(i) Current tax is determined as the amount of tax payable in respect of taxable income for the year.

(ii) Deferred tax is recognized, subject to the consideration of prudence in respect of deferred tax asset,on timing difference being the difference between taxable incomes and accounting income that originatein one period and are capable of reversal in one or more subsequent periods.

(iii) Provision for taxation for the year is ascertained on the basis of assessable profits computed inaccordance with the provisions of Income Tax Act, 1961.

L. PROVISIONS, CONTINGENT LIABILITIES AND CONTINGENT ASSETS

(i) Provisions involving substantial degree of estimation in measurement are recognized when there is apresent obligation as a result of past events and it is probable that there will be an outflow of resources.Contingent liabilities are not recognized but are disclosed in the notes. Contingent assets are neitherrecognized nor disclosed in the financial statements.

(ii) The classification of housing and other loans into standard, sub-standard, doubtful and loss assetshave been disclosed at gross value and the corresponding provision against non-performing assetshas been included under provisions in accordance with the Housing Finance Companies (NHB)Directions, 2010 issued by National Housing Bank. The Company voluntary maintains the generalprovision of standard assets to meet any foreseeable potential losses.

M. IMPAIRMENT OF ASSETS

Assets are reviewed for impairment at each balance sheet date. In case, events and circumstancesindicate any impairment, the recoverable amount of these assets is determined. An asset is impairedwhen the carrying amount of the asset exceeds its recoverable amount. An impairment loss is chargedto the Statement of Profit and Loss in the period in which an asset is defined as impaired. An impairmentloss recognized in prior accounting periods is reversed if there has been a change in the estimate ofthe recoverable amount and such loss either no longer exists or has decreased.

N. BORROWING COST

Borrowing cost includes interest and amortization of ancillary costs incurred in connection with thearrangement of borrowings to the extent they are regarded as an adjustment to the interest cost.

Borrowing costs directly attributable to the acquisition, construction or development of an asset thatnecessarily takes a substantial period of time to get ready for its intended use or sale are capitalized aspart of the cost of the respective asset. All other borrowing costs are expensed in the period they occur.


NOTE NO. 3 : SHARE CAPITAL (Amount in Rs.)



Authorised:

40,000,000 (March 31, 2011 : 40,000,000) Equity Shares of Rs. 10 each 400,000,000 400,000,000

Total 400,000,000 400,000,000

Issued, Subscribed & Fully Paid up:

39,998,000 (March 31, 2011 : 39,998,000) Equity Shares of Rs. 10 each 399,980,000 399,980,000

Total 399,980,000 399,980,000

3.1 Reconciliation of number and amount of Shares


Number Amount Rs. Number Amount Rs.

Issued, Subscribed & Fully Paid up

Equity Shares of 10/- each

Balance as at the beginning of the year 39,998,000 399,980,000 39,998,000 399,980,000

Shares issued during the year - - - -

Balance as at the end of the year 39,998,000 399,980,000 39,998,000 399,980,000

3.2 The rights, preferences and restrictions attaching to each class of shares including restrictions on thedistribution of dividends and the repayment of capital;

The Company has only one class of equity shares having a par value of Rs 10 per share. Each shareholder isentitled to one vote per share. The Company declares and pays dividend in Indian Rupee. The dividend proposedby the Board of the Directors is subject to the approval of the shareholders in the ensuing Annual GeneralMeeting except in case of interim dividend. In the event of the liquidation of the Company, the holder of theequity shares will be entitled to receive any of the remaining assets of the Company, after distribution of allpreferential amounts. The distribution will be in proportion of the number of the equity shares held by the equityshare holders.

3.3 Shares held by Holding Company



Amount (Rs.) Amount (Rs.)

34,998,250 shares (Previous Year : 34,998,250 shares)held by Religare Finvest Limited (and its nominees),the Holding Company 349,982,500 349,982,500

Total 349,982,500 349,982,500

3.4 On 3rd December 2010 Religare Enterprises Limited had transferred 34,998,250 Equity shares at book value ofRs.973,340,159 to Religare Finvest Limited, a subsidiary of Religare Enterprises Limited, as a result the Companybecome subsidiary of Religare Finvest Limited.


3.5 Details of shares held by shareholders holding more than 5% of the aggregate shares in the Company

Name of Shareholder As at March 31, 2012 As at March 31, 2011

No. of Share held % of Holding No. of Shares % of Holding

Equity SharesReligare Finvest Limited (and its nominees),the Holding Company 34,998,250 87.5% 34,998,250 87.5%Maharishi Housing Development Trust 4,963,160 12.4% 4,963,160 12.4%

3.6 There are no shares bought back by the Company during the period of five years immediately preceding theBalance Sheet date.

3.7 There are no securities that are convertible into equity/preference shares.

3.8 There are no calls unpaid.


Note No. 4 : Reserves and Surplus (Amount in Rs.)


31st March, 2012 31st March, 2011a. Securities Premium Account as per the last

Balance Sheet 580,860,159 580,860,159

b. Special Reserve

Balance as at the beginning of the year 61,756,965 41,584,327

Add : Transfer from Surplus 22,581,495 20,172,638


c. Surplus

Balance as at the beginning of the year 45,487,358 (3,709,720)

Add: Net Profit For the current year 83,574,106 69,369,716

Amount available for appropriation 129,061,464 65,659,996

Less: Transfer to Special Reserve [Refer Note 34 (b)(III)] 22,581,495 20,172,638


Total 771,678,588 688,104,482

Note No. 5 : Long Term Borrowings (Amount in Rs.)


31st March, 2012 31st March, 2011Secured Loans

Term loans from Banks (Refer Note 5.1) 291,428,571 -

Total 291,428,571 -

The requisite particulars in respect of secured borrowings are as under:

5.1 Term Loans from Banks

As at March 31, 2012 (Amount in Rs.)

Name of Bank Rate of Total Current Non TermsInterest Maturity Current of

Repayment

Oriental Bank of Commerce Repayable in 84Limited (Refer Note 5.2 Base Rate +1.25% 340,000,000 48,571,429 291,428,571 Monthlyand 5.4) Installments,

Interest is paid as and when due.

Total 340,000,000 48,571,429 291,428,571

5.2 Floating first pari passu charge with all current and future lenders on all present and future business receivablesof the Company.

5.3 None of the loans have been guaranteed by the directors. There is no default as on the Balance Sheet date inrepayment of loans and interest.

5.4 There are no Long Term Borrowings in the previous year.


6 Other Long Term Liabilities (Amount in Rs.)

Particulars As At As At31st March, 2012 31st March, 2011

Security Deposits 173,000 -Others

-Other Liabilities 50,000 50,000

Total 223,000 50,000

7 Long Term Provisions (Amount in Rs.)


(a) Provision for employee benefits-Leave Encashment (Refer Note 31) 490,810 698,158

(b) Others-Provisions as per NHB Guidelines (Refer Note 11.1) 19,385,697 11,751,526

Total 19,876,507 12,449,684

8 Short Term Borrowings (Amount in Rs.)


Secured Loans

Loan repayable on demand from banks(Refer Note 8.1) - 61,346,366

Total - 61,346,366

Unsecured Loans

Loans from related parties (Refer Note 8.2) 1,188,295,711 825,000,000

Loan repayable on demand from other parties (Refer Note 8.3) - 324,650,000

Total 1,188,295,711 1,149,650,000

Grand Total 1,188,295,711 1,210,996,366

The requisite particulars in respect of secured borrowings are as under:

8.1 Loan repayable on demand from banks (Amount in Rs.)

Name of Bank As At As At31st March, 2012 31st March, 2011

HDFC Bank Ltd. - 61,346,366

Total - 61,346,366

Note:- Pricing for Bank loans is at a rate of interest earned on the respective Fixed Deposits plus a margin 0.75% p.a


The requisite particulars in respect of Unsecured borrowings are as under:

8.2 Loans from related parties (Amount in Rs.)

Name of Party As At As At31st March, 2012 31st March, 2011

Religare Finvest Limited (Holding Company) 363,295,711 225,000,000

Fortis Hospital Limited - 400,000,000

International Hospital Limited - 200,000,000

Religare Technologies Limited 765,000,000 -

Dion Global Solutions Limited 60,000,000 -

Total 1,188,295,711 825,000,000

8.3 Loan repayable on demand from other parties (Amount in Rs.)

Name of Party As At As At31st March, 2012 31st March, 2011

Swastik Marketing Private Limited - 95,000,000

Jindal Saw Limited - 220,000,000

Maharishi Channel Cable Network Private Limited - 8,150,000

Maharishi Education Corporation Private Limited - 1,500,000

Total - 324,650,000

Note:- Pricing for the above mentioned Inter Corporate Loans taken by the Company (Refer Note 8.2 and 8.3)is at a rate of interest ranging between 13% to 14.5 % p.a.

9 Trade Payables (Amount in Rs.)


Dues other than MSME parties 6,354,774 14,627,904

Total 6,354,774 14,627,904

10 Other Current Liabilities (Amount in Rs.)


(a) Current maturities of long-term debt (Refer Note 5.1) 48,571,429 -

(b) Interest accrued and due on borrowings* 33,552,537 7,706,769

(c) Book Overdraft 12,751,740 -

(d) Gratuity (Refer Note 31) - 247

(e) Others liabilities (Refer Note 10.1) 6,609,829 6,899,602

Total 101,485,535 14,606,618

*Includes interest accrued and due to related parties Rs.30,469,307 (Previous Year Rs.4,438,109)10.1 Other Current Liabilities -Other Liabilities includes Rs. 5,524 (Previous year Rs.5,524)[inclusive of interest accrued

of Rs.2,524] towards public deposits matured and paid in February 16, 2008 which was returned unclaimed.


Effective from the date of maturity no interest has been either accrued or paid against the said deposit. Furtherduring the year ended March 31, 2012 , the Company has not accepted, renewed or held any public deposit ason the Balance Sheet date except the unclaimed public deposit. Accordingly, the Company is not depositaccepting/holding housing company as per The Housing Finance Companies (NHB) Directions, 2010 and theprovision of section 58A & 58AA of the Companies Act, 1956 are not applicable to the Company. The maturedunclaimed public deposit included in other liabilities as aforesaid will be deposited to the Investor Educationand Protection Fund on completion of seven years from the date they became due for payment in accordancewith the requirement of Section 205C of the Companies Act, 1956.

10.2 Since Gratuity Liability is payable by the Company to the Trust, the same has been classified as Current Liabilityby the Company.However, as per actuarial certificate the liability for the Trust has been bifurcated into Currentand Non -Current portion as disclosed in Note 31.

11 Short Term Provisions (Amount in Rs.)


(a) Provision for employee benefits

- Leave Encashment (Refer Note 31) 225,399 109,030

(b) Others

- Provisions as per NHB Guidelines (Refer Note 11.1) 27,836,624 11,902,004

Total 28,062,023 12,011,034

11.1 Provisions as per NHB Guidelines

Particulars Amount As at March 31, 2012 Amount As at March 31, 2011


Total Long Term Short Term Total Long Term Short Term

Provisions Provisions Provisions Provisions Provisions Provisions

Standard Assets*

General provision for

standard assets 9,473,756 9,296,487 177,269 12,175,039 11,343,196 831,843

Contingent provision for

standard assets 10,281,595 10,089,210 192,385 438,274 408,330 29,944

Sub Standard Assets*

-Housing Loans 7,360,758 - 7,360,758 356,416 - 356,416

-Non-Housing Loans 12,956,617 - 12,956,617 730,811 - 730,811

Doubtful Assets*

-Housing Loans 4,506,096 - 4,506,096 5,374,647 - 5,374,647

-Non-Housing Loans 1,754,018 - 1,754,018 4,578,343 - 4,578,343

Loss Assets*

-Housing Loans 889,481 - 889,481 - - -

-Non-Housing Loans - - - - - -

Total 47,222,321 19,385,697 27,836,624 23,653,530 11,751,526 11,902,004

* Refer Note 2(L).


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14 Deferred tax Asset (Net) (Amount in Rs.)

Particulars As at Charge As at Charge As atMarch 31 /(Credit) dur- March 31 /(Credit) dur- March 31

2012 ing the year 2011 ing the year 2010

Deferred Tax LiabilityDifference betweenBook and tax depreciation 74,757 40,361 34,396 777,487 (743,091)

Total Deferred tax Liability 74,757 40,361 34,396 777,487 (743,091)Deferred Tax AssetProvision for Doubtful debtors 15,321,281 (7,420,664) 7,900,617 (5,081,810) 2,818,807Leave Encashment 232,374 35,754 268,128 (268,128) -Gratuity - 82 82 141,590 141,672

Total Deferred Tax Asset 15,553,655 (7,384,828) 8,168,827 (5,208,348) 2,960,479Total Deferred Tax Asset (Net) 15,478,898 (7,344,467) 8,134,431 (4,430,861) 3,703,570

14.1 Deferred Tax Asset and Deferred Tax Liability have been offset as they relate to the same governing taxationlaws.

15 Long Term Loans and Advances (Amount in Rs.)


As per NHB Guidelines (Refer Note 15.1)

(a) To Related Parties:

- Housing Loans - -

- Non-Housing Loans - -

(b) To Others

- Housing Loans 1,641,017,257 1,909,812,134

- Non-Housing Loans 817,348,320 82,276,620

Total (A) 2,458,365,577 1,992,088,754

Unsecured, considered good

Secured, considered good

a. Security Deposits 15,000 28,000

b .Other loans and advances 2,409,237 2,111,984

c. Advance payment of Taxes and tax deducted at source 16,892,622 19,283,859

(Net of Provision for Tax Rs. 72,048,056;

Previous Year Rs. 71,226,309)

Total (B) 19,316,859 21,423,843

Total (A+B) 2,477,682,436 2,013,512,597


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484

--

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tal

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sued

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Per

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ets.


16 Other Non Current Assets (Amount in Rs.)

Particulars As At As At


Other Bank Balances

- Fixed Deposit Account (Refer Note 17.1) - 1,262,768

Others

- Assets acquired in satisfaction of claims 340,891 340,891

Total 340,891 1,603,659

17 Cash and Bank Balances (Amount in Rs.)



a. Cash and Cash Equivalents

Cash in hand 14,909 16,934

Balances with banks in Current Account 28,147,772 37,736,830

b. Other Bank Balances

Fixed Deposits Account (Refer Note 17.1) 21,075,768 20,171,291

Total 49,238,449 57,925,055

17.1 (Amount in Rs.)

Particulars As At 31st March, 2012 As At 31st March, 2011

Fixed Deposits Total Kept as Free from Total Kept as Free frombalance with Security (*) any Lien Security (*) any LienBanks

- Upto 12 months - 371,291 371,291maturity from thedate of Acquisition

- Maturity more than 21,075,768 19,800,000 1,275,768 19,800,000 19,800,00012 months from thedate of acquisitionbut within 12 monthfrom the ReportingDate

Shown as Current 21,075,768 19,800,000 1,275,768 20,171,291 19,800,000 371,291Assets (A)

- Maturity more than - - - 1,262,768 1,262,76812 months from thedate of acquisitionbut after 12 monthsfrom Reporting date

Shown as Non-Current - - - 1,262,768 - 1,262,768Assets (B)

Total (A+B) 21,075,768 19,800,000 1,275,768 21,434,059 19,800,000 1,634,059

*Details of Fixed Deposits kept as security.


(Amount in Rs.)



Margin money or security against borrowing

- Pledged with Bank for overdraft facility 19,800,000 19,800,000

Total 19,800,000 19,800,000

18 Short Term Loans and Advances (Amount in Rs.)


As per NHB Guidelines (Refer Note 15.1)

(a) To Related Parties:

- Housing Loans - 4,931,800

- Non-Housing Loans - -

(b) To Others

- Housing Loans 123,941,248 227,162,281

- Non-Housing Loans 127,927,080 36,791,380

Unsecured, considered good

(a) Loans and advances to related parties 4,536,537 638,439

(b) Other Loans and Advances *(Refer Note 18.1) 167,201 20,000

(c) Prepaid Expenses 4,962,939 -

(d) Balances with Service Tax and VAT Authorities 443,162 160,546

(e) Advance payment of Taxes and tax deducted 289,327 832,857at source (Net of Provision for Tax Rs.36,845,350Previous Year Rs. 430,000)

Total 262,267,494 270,537,303

*For the Financial Year 2011-12, the amount of other loans and advances includes Gratuity due from ReligareHousing Development Finance Corporation Limited Group Gratuity Scheme (Trust) of Rs.147,201 (Refer Note 31).

18.1. Since Gratuity Asset is recoverable by the Company from the Trust, the same has been classified as CurrentAsset by the Company. However, as per actuarial certificate the recoverable from the Trust has beenbifurcated into Current and Non-Current portion as disclosed in Note 31.

19. Other Current Assets (Amount in Rs.)


(a) Interest Accrued on Fixed Deposits 1,000,752 855,172

(b) Rent Receivables (Considered as Doubtful) - 130,974

Less: Provision for Doubful Asset - (130,974)

(c) Other Receivables 330,900 -

Total 1,331,652 855,172


Revenue from Operations (Amount in Rs.)

Particulars Year Ended Year Ended31st March, 2012 31st March, 2011

Interest Income from Financing Activities

Housing and Non-Housing Loans (Refer Note 28) 323,031,662 172,573,771

Inter Corporate Loans - 2,561,287

Other Loans 20,321 45,641

Income from other Operating Activities

Income from Foreclosure Charges 1,917,068 3,666,192

Income from Processing Fees 9,641,074 15,136,857

Total 334,610,125 193,983,748

21 Other Income (Amount in Rs.)


Other Non Operating Income

Interest Income on Fixed Deposits with Banks 1,755,815 1,492,782

Bad Debts Recovered 243,918 972,377

Profit on sale of assets acquired in satisfaction of claim - 125,000

Support Service Fees 3,600,000 3,600,000

Contingent Provision against Standard Assets-Written back - 66,353

Provision against Non Performing Assets written back

Doubtful Assets (Net)- Housing Loans 868,551 -

- Non-Housing Loans 2,824,325 -

General Provision for loan loss written Back (Net) 2,701,283 -

Foreign exchange gain (Net) 46,543 -

Miscellaneous Income 1,824,680 2,074,715

Total 13,865,115 8,331,227

22 Employee Benefits Expense (Amount in Rs.)


Salaries, Allowances and Bonus* 20,374,615 29,884,917

Contribution to Provident and Other Funds (Refer Note 22.1) 867,060 1,027,313

Gratuity (Refer Note 22.2 and 31) - 160,441

Leave Encashment (Refer Note 31) 195,111 491,562

Staff Welfare Expenses 34,412 52,257

Total 21,471,198 31,616,490

*For the Financial Year 2011-12, Salaries, Allowances and Bonus includes reversal of gratuity contribution of Rs.158,782as per Actuarial Valuation (Refer Note 31).22.1 Employee Provident Fund for all eligible employees is contributed by the company to Regional Provident Fund

Commission in line with the Provident Fund and Miscellaneous Provisions Act, 1952.


22.2 The Company operates a gratuity plan through "Religare Housing Development Finance Corporation Limited GroupGratuity Scheme". Every employee is entitled to a benefit equivalent to 15 days salary last drawn for each completedyear of service in line with the Payment of Gratuity Act, 1972.The same is payable at the time of separation fromthe Company or retirement, whichever is earlier. The benefits vest after five years of continuous service.

23. Finance Costs (Amount in Rs.)


Interest Expense

- Fixed Term Loans 3,160,877 -

- Inter Corporate Loans 169,609,183 48,280,283

Total 172,770,060 48,280,283

23.1 There are no finance costs arising on account of foreign exchange gain difference on account of foreignborrowings.

24. Depreciation and Amortization Expense. (Amount in Rs.)


Depreciation 114,352 22,841

Amortization 24,032 15,328

Total 138,384 38,169

25. Other Expenses (Amount in Rs.)


Rent 192,846 -

Repair and Maintenance-Others 27,410 24,735

Insurance 35,636 149,631

Rates and Taxes (Excluding taxes on Income) 301,319 -

Bad Debts/ Loans/ Balance Written off 19,842 180,301

Commission and Brokerage 4,763,025 6,985,178

Foreign Exchange Loss (Net) - 40,548

Communication Expenses 246,653 49,056

Printing and Stationery 71,199 190,590

Provision against Standard Assets and Non-Performing Assets 29,962,950 15,426,833

(Refer Note 27)

Provision for Doubtful Asset-Rent Receivable - 130,974

Electricity and Water Expenses 326,298 -

Legal and Professional Charges 155,321 2,501,377

Support Service Fees 1,495,100 2,437,568

ROC and Filing Fees 139,162 20,010

Bank Charges 269,333 129,108

Business Promotion 72,787 8,284


(Amount in Rs.)

Travelling and Conveyance Expenses 808,120 1,325,176

Loss on sale/retirement of Fixed assets(Net) 5,206 -

Payment to Auditor (Refer Note 25.1) 559,705 309,407

Miscellaneous Expenses 1,176,950 555,578

Total 40,628,862 30,464,354

25.1 Payment to Auditor (Excluding Service Tax) (Amount in Rs.)


As Auditor:

Audit fee 362,750 185,000

Tax Audit Fee 106,000 80,625

In other Capacity

Certification Fees 50,000 30,000

For Reimbursement of Expenses 40,955 13,782

Total 559,705 309,407

26 Earnings per Equity Share (Amount in Rs.)


Net Profit attributable to Equity Shareholders (Rs.) 83,574,106 69,369,716

Weighted Average number of Equity Shares 39,998,000 39,998,000

Nominal value of shares (Rs.) 10 10

Basic /Diluted Earnings per share (Rs.) 2.09 1.73

27 Provision against Standard Assets and Non-Performing Assets (Amount in Rs.)


Contingent Provisions on Standard Assets 9,843,321 -

Provision against Non Performing Assets:

(a) Sub-Standard Assets (Net)

- Housing Loans 7,004,342 885,531

- Non-Housing Loans 12,225,806 730,812

(b) Doubtful Assets (Net)

- Housing Loans - 1,283,008

- Non-Housing Loans - 5,593,082

(c) Loss Assets (Net)

- Housing Loans 889,481 -

General Provision for loan loss (Net) - 6,934,400

Total 29,962,950 15,426,833


28 Earnings in Foreign Currency (Amount in Rs.)


Housing Loan Receipts 3,223,543 4,392,452

Total 3,223,543 4,392,452

29. Contingent Liabilities (Amount in Rs.)


(a) Claims against the Company not acknowledged as debt 6,666,067 1,673,000(Refer Note 29.1)

(b) Disputed Income Tax Demands not provided for 14,979,806 13,042,543(inclusive of interest levied u/s 234 B)*

Total 21,645,873 14,715,543

*Amount paid adjusted against income tax demand.

29.1 Includes Rs.4,584,000 on account of dispute with Lord Krishna Bank regarding sale of loan portfolio which didnot materialize. The Bombay High court has appointed an Sole Arbitrator to resolve the matter via order datedAugust 12, 2010. Pursuant to the said order Religare Housing Development Finance Corporation Limited (Formerlyknown as Maharishi Housing Development Finance Corporation Limited) filed its Statement of Claim in 2011claiming damages to the tune Rs. 194,400,000 along with 18% interest per annum on Rs. 49,200,000 from thedate of filing of statement of claim till actual realization of the amount whereas Lord Krishna Bank Limitedclaimed Rs. 4,584,000 as damages and the same has been included in the claims against the Company butnot acknowledged as debt. Currently the matter is contested before the Arbitrator and is under the stage ofevidence.

30 Commitments (Amount in Rs.)


Undisbursed Loans -Housing 20,316,770 301,730,016

Total 20,316,770 301,730,016

(Amount in Rs.)


Others-Credit Facilities (Refer Note 30.1) 410,000,000 -

Total 410,000,000 -

30.1 Oriental Bank of Commerce Limited had sanctioned a credit limit of Rs. 1,000,000,000 out of which there is acommitment of at least Rs. 750,000,000.

The Company has availed Rs. 340,000,000 out of the above amount, as on March 31, 2012.

31 Employee Benefits

The following tables summarize the components of the net employee benefits expense recognized in theStatement of Profit and Loss, the fund status and amount recognized in the Balance Sheet for the gratuity andleave encashment for the year ended March 31, 2012.


Method: Projected Unit Credit Method

S.No. Particulars Year Ended March 31, 2012 Year Ended March 31, 2011


I Assumptions

Mortality IALM (1994-96) IALM (1994-96) IALM (1994-96) IALM (1994-96)

Discount Rate 8.2% p.a. 8.2% p.a. 8% p.a. 8% p.a.

Rate of Increase in 6% p.a. 6% p.a. 6% p.a. 6% p.a.Compensation

Rate of return (expected) N.A 8% p.a. N.A N.Aon plan assets

Withdrawal Rates 18-35: 67% p.a., 18-35: 67% p.a., 18-35: 20% p.a., 18-35: 20% p.a.,36-45: 38% p.a., 46 36-45: 38% p.a., 36-45: 15% p.a., 36-45: 15% p.a.,and above: 24% p.a. 46 and above: 46 and above: 46 and above:

24% p.a. 1% p.a. 1% p.a.

Expected Average 2.24 Years 2.24 Years 6.96 yrs 6.96 yrsRemaining Service

II Changes in present value (Amount In Rs.) (Amount In Rs.) (Amount In Rs.) (Amount In Rs.)of obligations

PBO at beginning of year 807,188 577,247 546,491 416,806

Interest Cost 56,377 44,864 54,105 35,906

Short Term Service Cost - - - -

Current Service Cost 273,093 212,035 312,783 222,199

Net transfer in/(out) - - - -

Benefits Paid (286,090) - (230,865) -

Actuarial (Gain)/Loss (134,359) (446,365) 124,674 (97,664)on Obligation

PBO at end of year 716,209 387,781 807,188 577,247

III Changes in Fair Valueof Plan Assets

Fair Value of Plan Assets - 577,000 - -at beginning of year

Expected Return on Plan - 43,807 - -Assets

Employer Contributions - - - 577,000

Benefits paid - - - -

Net transfer in/(out) (11,335) -

Actuarial (Gain) / Loss - 74,491 - -on Plan Assets

Fair Value of PlanAssets at end of year# - 534,981 - 577,000

IV Fair Value of Plan - -Assets

Fair Value of Plan Assets - 577,000 - -at beginning of year




Actual Return on plan assets - (30,684) - -Employer Contributions - - - 577,000Benefit paid by fund - - - -managerNet transfer in/(out) (11,334) -Fair Value of Plan Assets - 534,982 - 577,000at end of year#Funded Status 716,209 (147,201) 807,188 247Excess of actual over - (74,491) - -estimated return onPlan Assets

V Actuarial (Gain)/LossRecognized

Actuarial (Gain)/Loss for (134,359) (446,365) 124,674 (97,664)the year (Obligation)

Actuarial (Gain)/Loss for - (74,491) - -the year (Plan Assets)

Total (Gain)/Loss for (134,359) (371,874) 124,674 (97,664)the year

Actuarial (Gain)/Loss (134,359) (371,874) 124,674 (97,664)Recognized for the year

Total Unrecognized - - - -Actuarial (Gain)/Loss atthe end of year

VI Amounts to beRecognized in theBalance Sheet

PBO at the end of year 716,209 387,781 807,188 577,247

Less: Funded Assets - 534,982 - 577,000

Funded Status - 716,209 (147,201) 807,188 247deficit/(surplus)

Unrecognized Actuarial(Gain) /Loss - - - -

Unfunded liability 716,209 (147,201) 807,188 247recognized in theBalance Sheet

VII Expense RecognizedCurrent Service Cost 273,093 212,035 312,783 222,199Interest Cost 56,377 44,864 54,105 35,906Prior Service Cost - -Expected Return onPlan Assets - (43,807) - -Net Actuarial (Gain) /Loss (134,359) (371,874) 124,674 (97,664)recognized for the yearExpense recognized in the 195,111 (158,782) 491,562 160,441Statement of Profit and Loss




VIII Movements in the liabilityRecognized in BalanceSheet

Opening Net Liability 807,188 247 546,491 416,806

Expenses as above 195,111 (158,782) 491,562 160,441

Net transfer in/(out) - -

Short Term Service Cost - - - -

Contribution paid (286,090) 11,334 (230,865) (577,000)

Closing Net Liability 716,209 (147,201) 807,188 247

IX Current and Non-currentLiability

Current liability 225,399 - 109,030 -

Non current liability 490,810 - 698,158 247

Non current Assets - (147,201) - -

X Experience Adjustment

Benefit Obligation 716,209 387,781 807,188 577,247

Fair Value of Plan Assets - 534,982 - 577,000

Funded Status - deficit 716,209 (147,201) 807,188 247/(surplus)

Experience Adjustment (206,165) (225,118) (124,674) (97,664)on Plan Liabilities(Gain)/Loss

Experience adjustments - (74,491) - -on Plan Assets

#Assets are held by Religare Housing Development Finance Corporation Limited Group Gratuity Scheme (the Trust)for the benefit of the employees.

32 Segment Reporting

As the Company is engaged in only one business segment and geographical segment, segment information isnot disclosed.

33 Related Party Disclosures


1) Holding Company Religare Finvest Limited (Became direct subsidiary w. e. f.December 03, 2010)

Religare Enterprises Limited (Direct subsidiary up to December02, 2010)

2) Fellow Subsidiaries Religare Insurance Broking Limited

Religare Securities Limited

Religare Finance Limited

Religare Capital Markets Limited

Religare Health Insurance Company Limited

Religare Arts Initiative Limited



REL Infrafacilities Limited (Name changed from Religare RealtyLimited to REL Infrafacilities Limited w.e.f. November 18, 2010)

Vistaar Religare Capital Advisors Limited

Religare Global Asset Management Inc.

Religare Capital Markets (India) Limited (Became WOS of RELon August 1, 2011)

RGAM Corporation Private Limited (REL acquired this companyon August 12, 2011 and Name changed from Religare GlobalAsset Management Company Private Limited to current namew.e.f. December 29, 2011)

Religare Commodity Broking Private Limited (REL acquiredthis company on August 12, 2011 and Name changed fromShreyas Advisory Services Private Limited to current name December5, 2011

3) Subsidiaries of Fellow Subsidiaries Religare Arts Investment Management Limited

Religare Asset Management Company Limited

Religare Trustee Company Limited

Religare Capital Markets International (Mauritius) Limited

Religare Capital Markets International (UK) Limited

Religare Capital Markets (Europe) Limited (RCME) (ReligareCapital Markets Plc, has been converted from Public LimitedCompany to a Private Limited Company w.e.f. March 15, 2012and renamed as ‘Religare Capital Markets (Europe) Limited;Became subsidiary of Religare Capital Markets International(Mauritius) Limited w.e.f. March 16, 2012 [earlier subsidiaryof Religare Capital Markets International (UK) Limited].)

Tobler (Mauritius) Limited

Tobler UK Limited

Hichens, Harrison (Middle East) Limited

Hichens, Harrison (Ventures) Limited

Religare Capital Markets (UK) Limited

Religare Hichens Harrison Consultoria International Limited(Dissolved w.e.f. November 24, 2011)

Religare Capital Markets (Pty) Ltd (Formerly known as ReligareHichens, Harrison (Pty) Ltd.) Name Changed from “ReligareHichens Harrison (Pty) Ltd” (a South African subsidiary ofReligare Capital Markets Limited) to “Religare Capital Markets(Pty) Limited” (w.e.f October 04, 2010)

Religare Capital Markets Corporate Finance Pte Limited(Became subsidiary of Religare Capital Markets International(Mauritius) Limited w.e.f. March 22, 2012 [earlier it was asubsidiary of Religare Capital Markets Plc])

Religare Capital Markets Inc.

London Wall Nominees Limited

Blamire Limited (Dissolved w.e.f July 25, 2011)

Charterpace Limited

HH1803.com Limited



Religare Global Asset Management Japan Co. Limited

Religare Investment Advisory (Mauritius) (Dissolved w.e.fMarch 19, 2012)

Religare Investment Holdings (UK) Limited

Religare Advisory Services Limited

Religare Global Asset Management (Hong Kong) Limited

Religare Commodities Limited

Religare Bullion Limited

Religare Securities Australia Pty Limited

Bartleet Religare Securities (Private) Limited

Religare Share Brokers Limited

Relsec Nominees No.1 Pty Limited

Relsec Nominees No.2 Pty Limited

Northgate Capital LLC

Northgate Capital LP

Kyte Management Limited (Became subsidiary of ReligareCapital Markets International (Mauritius) Limited w.e.f. March16, 2012 [earlier it was a subsidiary of Religare Capital Markets)

Religare Capital Markets (Hong Kong) Limited) (Existingsubsidiary of Kyte Management Limited (KML))

Religare Capital Markets (Singapore) Pte Limited [Existingsubsidiary of Religare Capital Markets (Hon Kong) Limited.]

Religare Capital Markets (EMEA) Limited (Religare CapitalMarkets Plc acquired 100% stake in Barnard Jacobs Mellet(UK) Limited (now known as Religare Capital Markets (EMEA)Limited) on December 14, 2010)

Bartleet Religare Securities (Private) Limited (Name changed toBartleet Religare Securities (Private) Limited w.e.f. June 24, 2011)

Bartleet Asset Management (Private) Limited

Religare Capital Markets (USA) LLC (Dissolved w.e.f. October28, 2011)

Strategic Research Limited (Wholly owned subsidiaryincorporated by Bartleet Mallory Stockbrokers (Private) Limited)

Northgate Capital Asia (India) Limited (Incorporated as whollyowned subsidiary of Religare Securities Limited w.e.f. June15, 2011)

Religare Investment Advisors Limited (Incorporated as whollyowned subsidiary of Religare Securities Limited w.e.f. July05, 2011)

Religare Noah Capital Markets (Pty) Limited (Religare CapitalMarkets Plc Acquired 74% stake in the company w.e.f. July28, 2011; Name changed from Noah Financial Innovation(Proprietary) Limited)

Religare Venture Capital Limited (Became wholly ownedsubsidiary of Religare Securities Limited (earlier direct WOSof Religare Enterprises Limited))



BJM (UK) Nominees Limited (Wholly owned subsidiary ofReligare Capital Markets (EMEA) Limited)

Landmark Partners LLC [LP] (RGAM Inc acquired 55% stakein this company)

Landmark Equity Advisors LLC (Existing subsidiary of LP whenRGAM Inc acquired stake in LP)

Landmark Reality Advisors LLC (Existing subsidiary of LP whenRGAM Inc acquired stake in LP)

Mill Pond Associates LLC (Existing subsidiary of LP whenRGAM Inc acquired stake in LP)

Religare Bartleet Capital Markets (Private) Limited (Whollyowned subsidiary of Bartleet Religare Securities (Private)Limited)

4) Individuals owning directly or Mr. Malvinder Mohan Singh (Promoter)indirectly interest in votingpower that gives them controland their Relatives

Mr. Shivinder Mohan Singh (Promoter)

Mrs. Nimmi Singh

Mrs. Harjit Grewal

Mrs. Japna Malvinder Singh

Baby Nimrita Parvinder Singh

Baby Nanaki Parvinder Singh

Baby Nandini Parvinder Singh

Mrs. Aditi Parvinder Singh

Master Udayveer Parvinder Singh

Master Anhad Parvinder Singh

Master Vivan Parvinder Singh

Master Kabir Parvinder Singh

5) Key Management Personnel Mr. Kavi Arora (Managing Director)and relatives

Mr. Deepak Joshi (Director)

Mrs. Nidhi Arora

Mr. Kamal Arora

Master Ishrat Arora

Baby Khusshi Arora

Mr. Sandeep Arora

Mrs. Preeti Arora

Mrs. Divya Joshi

Mr. Mohan Chandra Joshi

Mrs. Hem Lata Joshi

Ms. Sharanya Joshi

Mr. Praveen Kumar Joshi

Mrs. Madhu Bala Joshi



6) Enterprises over which (4) and (5) Oscars Investments Limitedare able to exercise significantinfluence with whomtransactions have taken place

Fortis Hospital Limited

International Hospital Limited

Religare Voyages Limited

Religare Aviation Limited

Religare Travels (India) Limited

Dion Global Solutions Limited

Religare Technologies Limited





34 Other Notes

(a) There are no transactions during the year with Micro, Small and Medium enterprises and as such thereis no balance outstanding as at March 31, 2012.

(b) Pursuant to the requirement of the Housing Finance Companies (NHB) Directions, 2010;

(I) The Company has been granted a new registration No.10.0088.10 dated October 1, 2010 undersection 29A of the National Housing Bank Act, 1987 by the National Housing Bank, consequentupon change in the name of the Company;

(II) The Company has neither accepted nor renewed any fresh public deposits during the current year.Accordingly, liquidity requirements as specified under section 29B of the National Housing BankAct, 1987 does not arise;

(III) The Company has complied with the section 29C of the National Housing Bank Act, 1987 andtransferred Rs.22,581,495 (Previous year is Rs.20,172,638) to the special reserve fund createdunder section 36(1) (viii) of the Income tax Act, 1961 which is in excess of twenty per cent of its netprofit;

(IV) The Company has complied with the provisions of the Housing Finance Companies (NHB) Directions2010;

(V) Capital to Risk(Weighted) Assets Ratio(CRAR) as disclosed in the return submitted to NationalHousing Bank has been correctly determined and is in compliance with the minimum as prescribedby the National Housing Bank in these Directions 2010;

(VI) The total borrowings of the Company together with the amounts referred to in sub clauses (iii) to(vii) of sub section (bb) of section 45 I of the Reserve Bank of India Act, 1934 are within the limitprescribed by the Housing Finance Companies (NHB) Directions, 2010 and further, the Companyhas not taken any loans from the National Housing Bank during the year and no balance isoutstanding as on the Balance Sheet date.

(VII) During the current year no new branch office has been opened by the Company. The Companyhas not closed any branch during the year ended March 31, 2012;

(VIII) There are no Fines and Penalties paid during the year ended March 31, 2012 [Previous year is Nil].

(c) During the year, the Company has acquired certain loan portfolio from Religare Finvest Limited (theHolding Company) at par aggregating Rs.195,149,669 (previous year is Rs. 143,853,355) and recognizedas assets in the books. The details of the loan portfolio acquired are as under:

S. No. Particulars 2011-12 2010-11

(i) Loan Portfolio acquired (in Nos.)

(a) Housing 8 -

(b) Non-Housing 29 35

Total 37 35

(ii) Book Value of Loan Portfolio acquired (Rs.)

(a) Housing 12,632,010 -

(b) Non-Housing 182,517,659 143,853,355

Total 195,149,669 143,853,355

(iii) Sale consideration for Loan Portfolio acquired (Rs.)

(a) Housing 12,632,010 -

(b) Non-Housing 182,517,659 143,853,355

Total 195,149,669 143,853,355


(Amount in Rs.)

(d) Disclosure of details as required by Para 4 of National Housing Bank Circular No. NHB/ND/DRS/Pol-No.35/2010-11 dated October 10, 2010:

(i) Capital to Risk Assets Ratio (CRAR)

S.No. Items 2011-12 2010-11

(i) CRAR (%) 41.66% 44.30%

(ii) CRAR - (Tier I Capital (%) 41.66% 44.30%

(iii) CRAR - (Tier II Capital (%) - -

(ii) Exposure to Real Estate Sector

Category 2011-12 2010-11

(a) Direct Exposures

(i) Residential Mortgages:-

(a) Individuals housing loans upto Rs.15 lacs 83,755,376 1,128,575,552

(b) Individuals housing loans more than Rs.15 lacs 1,472,231,631 2,096,699,702

(ii) Commercial Real Estate 269,274,912 27,589,240

(iii) Investments in Mortgage Backed Securities(MBS) and other Securitised exposures:-

(a) Residential - -

(b) Commercial Real Estate. - -

(b) Indirect Exposures

Fund based and non-fund based exposures - -on National Housing Bank (NHB) and HousingFinance Companies (HFCs)


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(e) An asset or a liability is classified as current when it satisfies any of the following criteria

(i) it is expected to be realized / settled, or is intended for sale or consumption, in the Company’snormal operating cycle; or

(ii) it is held primarily for the purpose of being traded; or

(iii) it is expected to be realized / due to be settled within twelve months after the reporting date; or

(iv) it is cash or cash equivalent unless it is restricted from being exchanged or used to settle a liabilityfor at least twelve months after the reporting date; or

(v) the Company does not have an unconditional right to defer settlement of the liability for at leasttwelve months after the reporting date.

All other assets and liabilities are classified as non-current.

(f) Details of dues payable to holding Company

Particulars As at March Maximum Balance As at March Maximum Balance 31st 2012 During the current Year 31st 2011 During the previous

Year

Amount (Rs.)* Amount (Rs.) Amount (Rs.)* Amount (Rs.)

Religare Finvest 369,304,409 1,010,000,000 228,938,793 256,378,000Limited

*Outstanding Balance includes interest accrued and due of Rs.6,008,698 (Previous year Rs.3,938,793).

(g) There is no other information apart from the information already disclosed above required to be disclosedpursuant to the relevant clauses of New Schedule VI as inserted to Companies Act by the NotificationNo.S.O. 447(E), Dated 28-2-2011 (As amended by Notification No. F.NO. 2/6/2008-CL-V, Dated 30-3-2011).

35 Previous Year Figures

The financial statements for the year ended March 31, 2011 had been prepared as per the applicable, pre-revised Schedule VI to the Companies Act, 1956. Consequent to the notification of Revised Schedule VI underthe Companies Act, 1956, the financial statements for the year ended March 31,2012 are prepared as perRevised Schedule VI. Accordingly, the previous year's figures have also been regrouped, rearranged andreclassified to conform to the current year’s classification. The adoption of Revised Schedule VI for previousyear figures does not impact recognition and measurement principles followed for preparation of financialstatements.

The Notes are an integral part of Financial Statements.

Signature to Note no. 1 to 35 forming part of the For and on behalf of the Board of DirectorsFinancial Statements




NOTES


NOTES


NOTES


Documents

Annual Report 2012 - Religare Finvest · 2013. 5. 17. · 2 | Annual Report 2011-12 Message from Managing Director & CEO Dear Shareholders The journey so far has been very exciting