Reliance Capital Ltd Directors Report.

Dear Shareowners,

Your Directors present the 35th Annual Report and the audited financial statement for the financial year ended March 31, 2021.

Financial Performance and State of Companys Affairs

The Financial performance of the Company for the financial year ended March 31, 2021 is summarised below:

Particulars Standalone Consolidated
March 31, 2021 March 31, 2020* March 31, 2021 March 31, 2020*
(Rs in crore) (Rs in crore) (Rs in crore) (Rs in crore)
Total Revenue 563 1 393 19 308 18 359
Profit / (Loss) Before Tax (10 972) (5 465) (9 114) (1 223)
Tax Expense - - 173 (24)
Profit / (Loss) After Tax (10 972) (5 465) (9 287) (1 199)
Closing surplus / (deficit) in statement of profit (18 733) (7 761) (22 737) (13 567)
and loss
Transfer to statutory reserve fund** - - - 1
Transfer to debenture reserve fund - - - 2

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

** No amount was transferred to the Statutory Reserve Fund pursuant to Section 45-IC of the Reserve Bank of India Act, 1934, as company has incurred loss during the year

Core Investment Company

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

Dividend

During the year under review, the Board of Directors has not recommended any dividend on the Equity Shares of the Company.

Management Discussion and Analysis

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

Deposits

The Company has neither accepted nor renewed any fixed deposits during the year. There are no unclaimed deposits, unclaimed / unpaid interest, refunds due to the deposit holders or to be deposited to the Investor Education and Protection Fund as on March 31, 2021.

Resources and Liquidity

The Company has not borrowed any funds since August 2019.

Pursuant to the approval of Debenture Holders at their meeting held on January 30, 2020, a Committee of Debenture Holders (CoDH) was constituted. Steering Committee (SteerCo) constituted by CoDH are conducting an independent and transparent asset monetisation process and has appointed Process Advisors and Investment Bankers. The CoDH and Vistra ITCL (India) Limited, Debenture Trustee had issued an Expression of Interest for key assets of the Company. The Company is engaged with debenture holders to arrive at a resolution by monetization of its assets and unlock the value of its underlying businesses and thereby significantly reduce its overall leverage, subject to approvals from courts, creditors and regulatory authorities.

Particulars of Loans, Guarantees or Investments

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

Subsidiary and Associate companies

During the year under review, there are no companies which have become / ceased to be Subsidiary / Associate company of the Company.

The summary of the performance and financial position of the each of the subsidiary and associate companies are presented in Form AOC-1 and of major subsidiaries and associates are mentioned in Management Discussion and Analysis Report forming part of this Annual Report. Also, a report on the performance and financial position of each of the subsidiary and associate companies as perthe Act is provided in the consolidated financial statement. The Policy for determining material subsidiary companies may be accessed on the Companys website at https://www.reliancecapital.co.in/ pdf/Policy-for-Determination-of-Material-Subsidiary.pdf.

Standalone and Consolidated Financial Statement

The audited financial statement of the Company drawn up, both on standalone and consolidated basis, for the financial year ended March 31, 2021, are in accordance with the requirements of the Companies (Indian Accounting Standards) Rules, 2015, the ("Ind AS Rules") prescribed under Section 133 of the Companies Act, 2013, read with the relevant rules and other accounting principles. The Consolidated Financial Statement have been prepared in accordance with Ind AS and relevant provisions of the Act based on the financial statement received from subsidiary and associate companies, as approved by their respective Board of Directors.

Directors

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of Independence as prescribed under the Act and Listing Regulations.

The details of programme for familiarization of Independent Directors with the Company, nature of the industry in which the Company operates and related matters are put up on the website of the Company at the link http://www.reliancecapital.co.in/cg_ policies.html.

In terms of the provisions of the Companies Act, 2013, Mr. A N Sethuraman, Director of the Company, retires by rotation and being eligible, offers himself for re-appointment at the ensuing AGM.

Further, based on the written representations received from the directors as on March 31, 2021 taken on record by the Board of

Directors and the legal opinion obtained by the Company, none of the directors is disqualified as on March 31, 2021 from being appointed as a director in terms of Section 164 (2) of the Act. In the opinion of the Board, the Independent Directors possess the requisite expertise and experience and are the persons of high integrity and repute. They fulfil the conditions specified in the Companies Act, 2013 and the Rules made thereunder and are independent of the management.

Key Managerial Personnel

During the year, Mr. Aman Gudral was appointed as the Chief Financial Officer (CFO) upon cessation of Mr. Vaibhav Kabra as CFO of the Company with effect from June 1, 2020.

Further, Mr. Vijesh Thota was appointed as CFO of the Company with effect from July 1, 2021 upon cessation of Mr. Aman Gudral as CFO with effect from June 30, 2021 who moved into another leadership role.

Evaluation of Directors, Board and Committees

The Nomination and Remuneration Committee (NRC) of the Company has devised a policy for performance evaluation of the individual Directors, Board and its Committees, which includes criteria for performance evaluation.

Pursuant to the provisions of the Act and the Listing Regulations and based on policy devised by the NRC, the Board has carried out an annual performance evaluation of its own performance, its Committees and individual Directors. The Board performance was evaluated based on inputs received from all the Directors after considering criteria such as Board composition and structure, effectiveness of Board and information provided to the Board, etc.

The performance of the Committees was evaluated by the Board of Directors based on inputs received from all the Committee members after considering criteria such as composition and structure of Committees, effectiveness of Committee meetings, etc.

Pursuant to the Listing Regulations, performance evaluation of Independent Directors was done by the entire board, excluding the Independent Director being evaluated.

A separate meeting of the Independent Directors was also held for the evaluation of the performance of Non-Independent Directors, performance of the Board as a whole and that of the Chairman of the Board.

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

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

Directors Responsibility Statement

Pursuant to the requirements under Section 134(5) of the Act with respect to Directors Responsibility Statement, it is hereby confirmed that:

i. In the preparation of the annual financial statement for the financial year ended March 31, 2021, the applicable Accounting Standards had been followed along with proper explanation relating to material departures, if any;

ii. The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2021 and of the loss of the Company for the year ended on that date;

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

iv. The Directors had prepared the annual financial statement for the financial year ended March 31, 2021 on a going concern basis;

v. The Directors had laid down proper internal financial controls to be followed by the Company and such financial controls are adequate and are operating effectively. The Company is taking constant steps to further strengthen the same; and

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

Contracts and Arrangements with Related Parties

All contracts / arrangements / transactions entered into / by the Company during the financial year under review with related parties were on an arms length basis and in the ordinary course of business.

There were no materially significant related party transactions which could have potential conflict with interest of the Company at large.

During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions.

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

All Related Party Transactions were placed before the Audit Committee and also the Board for approval. Prior omnibus approval of the Audit Committee was obtained for the transactions which were of a repetitive nature. The transactions entered into pursuant to the omnibus approval so granted were reviewed and statements giving details of all related party transactions were placed before the Audit Committee and the Board of Directors on quarterly basis. The policy on Related Party Transactions as approved by the Board is uploaded on the Companys website at the link http://www. reliancecapital.co.in/pdf/Policy_for_Related_Party_Transaction. pdf. Your Directors draw attention of the members to Note No. 35 to the Standalone Financial Statement which sets out related party disclosures pursuant to Ind-AS and Schedule V of Listing Regulations.

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

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

Meetings of the Board

A calendar of Meetings is prepared and circulated in advance to the Directors. During the financial year, five Board Meetings were held. Details of meetings held and attended by each Director are given in the Corporate Governance Report.

Audit Committee

The Audit Committee of the Board consists of Independent Directors namely Ms. Chhaya Virani as the Chairperson, Mr. Rahul Sarin, Dr. Thomas Mathew and Director & Chief Executive Officer of the Company, Mr. Dhananjay Tiwari as Members. During the year, all the recommendations made by the Audit Committee were accepted by the Board.

Auditors and Auditors Report

At the 30th Annual General Meeting (AGM) of the Company held on September 27, 201 6, the members of the Company had appointed M/s. Pathak H.D. & Associates LLP, Chartered Accountants to hold office as Statutory Auditors for a period of five consecutive years till the conclusion of the 35th Annual General Meeting. At the ensuing AGM, the first term of five years of M/s. Pathak H.D. & Associates LLP, Chartered Accountants shall expire, and they are eligible re-appointment for another term of 5 years under the provision of the Companies Act, 2013.

However, RBI vide its circular dated April 27, 2021, has issued Guidelines for Appointment of Statutory Central Auditors (SCAs) / Statutory Auditors (SAs) of Commercial Banks (excluding RRBs), UCBs and NBFCs (including HFCs) (the "RBI Circular"). In terms of requirement of RBI Circular, the Company is required to appoint another firm of Chartered Accountants as Statutory Auditors. M/s. Gokhale & Sathe, Chartered Accountants (Firm Registration No. 103264W), Chartered Accountants, are proposed to be appointed as Auditors of the Company.

M/s. Gokhale & Sathe fulfil the eligibility criteria as prescribed in RBI Circular.

The Company has received letters from M/s. Gokhale & Sathe, Chartered Accountants, to the effect that they fulfils the eligibility criteria prescribed in RBI Circular and their appointment, if made, would be within the prescribed limits under Section 141(3) of the Act and that they are not disqualified from being appointed as Statutory Auditors of the Company.

Your Directors have therefore proposed to appoint M/s. Gokhale 6 Sathe, Chartered Accountants as Statutory Auditors of the Company, subject to the approval of the members at the ensuing AGM.

The observations and comments given by the Auditors in their Report read together with notes on Financial Statement are selfexplanatory and hence do not call for any further comments under Section 134 of the Act.

No fraud has been reported by the Auditors to the Audit Committee or the Board.

Secretarial Audit and Secretarial Compliance Report

Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had appointed M/s. Aashish K. Bhatt & Associates, Practicing Company Secretaries, to undertake the Secretarial Audit of the Company.

The Audit Report of the Secretarial Auditors of the Company and its material subsidiary for the financial year ended March 31,2021 are attached hereto as Annexure A1 and A2.

Pursuant to Regulation 24A of the Listing Regulations, the Company has obtained Annual Secretarial Compliance Report from a Practicing Company Secretary on compliance of all applicable SEBI Regulations and circulars / guidelines issued there under and the same were submitted with the Stock Exchanges.

The observations and comments given by the Secretarial Auditor in their Report are self-explanatory and hence do not call for any further comments under Section 134 of the Act.

Secretarial Standards

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

Maintenance of Cost Records

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

Annual Return

As required under Section 134(3)(a) of the Act, the Annual Return for the financial year 2020-21, is put up on the Companys website and can be accessed at https://www.reliancecapital.co.in/Annual-Reports.aspx.

Particulars of Employees and related disclosures

(a) Employees Stock Option Scheme(s)

Employees Stock Option Scheme(s) (ESOS 2015 and ESOS 2017) were approved and implemented by the Company and Options were granted to the employees in accordance with guidelines applicable to ESOS. The Nomination and Remuneration Committee of the Board monitors the Scheme. The existing ESOS Scheme and Plans are in compliance with the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 (SEBI Regulations).

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

(b) Other Particulars

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

Disclosures relating to the remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, are also provided in the Annual Report, which forms part of this Report.

However, having regard to the provisions of second proviso to Section 136(1) of the Act, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. The said information

is available for inspection up to the date of the Meeting. Any member interested in obtaining the same may write to the Company Secretary and the same will be furnished on request.

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

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

Corporate Governance

The Company has adopted Reliance Group-Corporate Governance Policies and Code of Conduct which sets out the systems, processes and policies conforming to the international standards. The report on Corporate Governance as stipulated under Regulation 34(3) read with Para C of Schedule V of the Listing Regulations and Master Direction - Core Investment Companies (Reserve Bank) Directions, 2016 is presented in separate section forming part of this Annual Report.

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

Ombudspersons & Whistle Blower (Vigil Mechanism)

The Company has formulated an Ombudspersons & Whistle Blower (Vigil Mechanism) policy to address the genuine concerns, if any, of the Directors and employees, the policy has been overseen by Audit Committee. No person has been denied for direct access to the Chairperson of the Audit Committee. The details of the same have been stated in the Report on Corporate Governance and the policy can be accessed on the Companys website.

Risk Management

The Company has laid down a Risk Management Policy to identify the inherent risks, assess, evaluate and monitor these risks continuously and undertake effective steps to manage these risks.

The Group Risk Management Committee consisting of Mr. Rahul Sarin as Chairman, Ms. Chhaya Virani, Independent Directors, Mr. Dhananjay Tiwari, Director & Chief Executive Officer, Chief Financial Officer and Chief Risk Officer as members, periodically reviews Risk Management. The periodical update on the risk management practices and mitigation plan of the Company and subsidiaries are presented to the Audit Committee and Board of Directors. The Audit Committee and Board periodically review such updates and findings and suggest areas where internal controls and risk management practices can be improved. More details on Risk Management indicating development and implementation of Risk Management Policy including identification of elements of risk and their mitigation are covered in Management Discussion and Analysis section, which forms part of this Report.

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

The Company is committed to uphold and maintain the dignity of woman employees and it has in place a policy which provides for protection against sexual harassment of women at work place and for prevention and redressal of such complaints. During the year, no such complaints were received. The Company has also constituted an Internal Complaints Committee under the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013.

Corporate Social Responsibility

The Company has constituted Corporate Social Responsibility (CSR) Committee in compliance with the provisions of Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014. The CSR Committee has formulated a Corporate Social Responsibility Policy (CSR policy) indicating the activities to be undertaken by the Company.

The CSR policy may be accessed on the Companys website at the link; http://www.reliancecapital.co.in/pdf/Group_CSR_ Policy_Document.pdf.

As on March 31,2021, the CSR Committee consists of Ms. Chhaya Virani as Chairperson, Mr. Rahul Sarin and Dr. Thomas Mathew as the Members. The disclosures with respect to CSR activities are given in Annexure - C.

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

The Company is prohibited from making any payment to secured or unsecured creditors and to dispose off, alienate, encumber either directly or indirectly or otherwise part with the possession, of any assets except in the ordinary course of business such as payment of salary and statutory dues, vide Orders dated December 3, 2019 and December 5, 2019 passed by the Honble Debts Recovery Tribunal, Orders dated November 20, 2019 and March 15, 2021 passed by the Honble Delhi High Court, and Orders dated November 28, 2019, November 4, 2020, and March 5, 2021 passed by the Honble Bombay High Court.

Internal Financial Control Systems and their adequacy

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

General

During the year under review there were no reportable events in relation to issue of equity shares with differential rights as to dividend, voting or otherwise, issue of sweat equity shares to its Directors or Employees, proceedings pending under the Insolvency and Bankruptcy Code, 2016 and one-time settlement with any Bank or Financial Institution

Acknowledgement

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

For and on behalf of the Board of Directors
Mumbai Anil Dhirubhai Ambani
August 6, 2021 Chairman