reliance capital ltd Management discussions

<dhhead>Management Discussion and Analysis</dhhead>

Forward looking statements

Statements in this Management Discussion andAnalysis of Financial Condition and Results of Operations of the Company describing the Companys objectives, expectations or predictions may be forward looking within the meaning of applicable securities laws and regulations. Forward looking statements are based on certain assumptions and expectations of future events. The Company cannot guarantee that these assumptions and expectations are accurate or will be realised. The Company assumes no responsibility to publicly amend, modify or revise forward-looking statements, based on any subsequent developments, information or events. Actual results may differ materially from those expressed in the statement. Important factors that could influence the Companys operations include determination of tariff and such other charges and levies by the regulatory authority, changes in Government regulations, tax laws, economic developments within the country and such other factors globally.

The financial statements have been prepared on a historical cost basis and on the accrual basis and are prepared in accordance with the accounting standards notified under the Companies (Accounting Standard) Rules, 2006, as amended, and other relevant provisions of the Companies Act, 2013 (the ‘Act). The financial statements comply in all material aspects with Indian Accounting Standards (Ind AS) notified under Section 133 of the Act read with the [Companies (Indian Accounting Standards) Rules, 2015] and other relevant provisions of the Act.

The management of Reliance Capital Limited ("Reliance Capital" or "RCL" or "the Company") has used estimates and judgments relating to the financial statement on a prudent and reasonable basis, in order that the financial statement reflect in a true and fair manner, the state of affairs for the year. The following discussions on our financial condition and result of operations should be read together with our audited financial statement and the notes to these statements included in the Annual Report.

Unless otherwise specified or the context otherwise requires, all references herein to "we", "us", "our", "the Company", "Reliance", "RCL" or "Reliance Capital Limited" are to Reliance Capital Limited.

 

Global Economic Environment

According to International Monetary Fund, World Economic Outlook, April 2023 ¹,growth is expected to fall from 3.4 percent in 2022 to 2.8 percent in 2023, before settling at 3.0 percent in 2024. Advanced economies are expected to see an especially pronounced growth slowdown, from 2.7 percent in 2022 to 1.3 percent in 2023. Global headline inflation is expected to fall from 8.7 percent in 2022 to 7.0 percent in 2023 on the back of lower commodity prices but underlying (core) inflation is likely to decline more slowly.

 

Indian Economic Environment²

Indias economy grew by 7.2% in FY23 as against the National Statistics Offices earlier estimate of 7.0%. The better than expected growth is primarily due to 6.1% GDP growth in Q4 FY23 GDP. GVA growth for Q4 GDP was higher than the GDP growth perhaps as net indirect taxes came lower than expected, possibly because of higher subsidies in Q4FY24.

During FY23, Manufacturing was the only sector which exhibited muted growth of 1.3%, though in Q4 Manufacturing growth rate jumped by 4.5% (partly aided by a low base) and Agriculture grew by 4.0%. Mining & Quarrying and construction grew by

4.6% and 10.0%, respectively. Among services, ‘Financial, Real Estate & Professional Services grew by 7.1% and ‘Trade, Hotels, Transport, Communication & Services related to Broadcasting grew by 14.0%.

Scheduled commercial banks (SCBs) credit growth remained strong at 15.5% as on May 5, 2023, albeit down from the peak of 17.8% recorded in October 2022 due to an unfavourable base effect and moderation in credit growth to the industrial sector. The sector-wise credit for April 2023 indicates that except Industry, credit to all other sectors has jumped significantly. The credit-to-GDP gap narrowed, reflecting the improved credit demand in the economy in the face of rising capacity utilisation in the manufacturing sector.

The construction sector has remained upbeat due to sustained impetus on infrastructure spending by the Government. Healthy order book position of construction sector, aided by ~11% growth in FY23 (to around Rs 7 trillion for nine construction players), reflects medium term revenue visibility in the space and improvement in rural employment. Investment activities, driven by Governments capex push, is at all-time high. Led by private sectors new investment announcements, as per projects today, touched all time high of Rs 37 trillion in FY23 as compared to Rs 20 trillion in FY22. The construction sector remained upbeat due to sustained impetus on infrastructure spending by the Government.

Overall despite some slowdown in demand, the overall economic strength remains intact. The rebalancing of demand from private consumption to investments supported by government capex needs further support. The private investment activity looks robust and domestic monetary and credit conditions remains supportive of growth in FY24. Economists are now factoring in a pick up in growth momentum in FY24 and have upgraded forecast from 6.2% to 6.7% for FY24.

 

About Reliance Capital Limited

The Reserve Bank of India (RBI) vide Press Release dated November 29, 2021 in exercise of the powers conferred under Section 45-IE (1) of the Reserve Bank of India Act, 1934 (RBI Act) superseded the Board of Directors of your Company on November 29, 2021 and thereafter appointed Mr. Nageswara Rao Y, ex-Executive Director of Bank of Maharashtra as the Administrator of your Company under Section 45-IE (2) of the RBI Act. Thereafter, RBI vide its Press Release dated November 30, 2021, in exercise of the powers conferred under Section 45-IE 5(a) of the RBI Act, constituted a three (3) member Advisory Committee to assist the Administrator in discharge of his duties and further to also advise the Administrator in the operations of your Company during the Corporate Insolvency Resolution Process (CIRP). The Advisory Committee initially comprised of Mr. Sanjeev Nautiyal, Mr. Praveen P Kadle and Mr. Srinivasan Varadarajan. The Advisory Committee was reconstituted on February 17, 2023 upon resignation of Mr. Srinivasan Varadarajan and now comprises of Mr. Sanjeev Nautiyal, ex-DMD, State Bank of India, Mr. Praveen P Kadle, ex-MD & CEO, Tata Capital Limited and Mr. Vikramaditya Singh Khichi ex-ED, Bank of Baroda. As per the framework of the Advisory Committee as approved by RBI, primary responsibility of the Advisory Committee is to guide the Administrator to undertake all steps that will maximize the value for all stakeholders of your Company through a successful resolution. On December 2, 2021, the RBI had filed the Petition before the Honble National Company Law Tribunal, Mumbai Bench ("NCLT/Adjudicating Authority") under sub-Clause (i) of clause (a) of Rule 5 of the Insolvency and Bankruptcy (Insolvency and Liquidation Proceedings of Financial Service Providers and Application to Adjudication Authority) Rules, 2019 (FSP Rules) to initiate Corporate Insolvency Resolution Process ("CIRP") against your Company read with Section 227 of the Insolvency and Bankruptcy Code, 2016 read with the Rules and Regulations framed there under and amended from time to time (the "Code"). Further, CIRP was initiated against the Company under Section 227 read with clause (zk) of sub section (2) of Section 239 of the Code and read with Rules 5 and 6 of the FSP Rules by an order dated December 6, 2021, of the NCLT. In accordance with Section 4 of the Code read with the FSP Insolvency Rules, a moratorium has been effective on and from December 6, 2021, i.e. the date of admission of the Company in the CIRP process for prohibiting institution of suits or continuation of pending suits or proceedings against the Company including execution of any judgement, decree or order in any court of law, tribunal, arbitration panel or other authority. The Administrator has taken steps for seeking confirmations from various forums where litigations have been levied on the Company for disposal of assets, that such injunctions will not be applicable during CIRP. The Adjudicating Authority vide the above order, appointed the Administrator to perform all the functions of a Resolution Professional to complete the CIRP of the Company as required under the provisions of the Code. It is also incumbent upon the Administrator, (exercising same powers as Resolution Professional under the Code), under Section 20 of the Code, to manage the operations of the Company as a going concern.

 

Key Events:

Date	Particulars
June 2, 2022	The Honble National Company Law Tribunal, Mumbai, vide its order dated June 2, 2022 in IA 1240/2022 of CP(IB)1231/MB/2021, extended the timeline for completion of CIRP by a period of 90 days i.e. till September 2, 2022.
August 12, 2022	The Honble National Company Law Tribunal, Mumbai, vide its order dated August 12, 2022 in IA 2186/2022 IA 2207/2022 in C.P. (IB)/1231(MB)2021, extended the timeline for completion of CIRP by a period of 60 days i.e., till November 1, 2022.
October 18, 2022	The Honble National Company Law Tribunal, Mumbai, vide its order dated October 18, 2022 in IA 1838/2022 IA 2186/2022 IA 2901/2022 IN C.P./ (IB)/1231/(MB)2021, has granted exclusion of 90 days for completion of CIRP till January 31, 2023.
October 20, 2022	Revised Final List of Eligible Prospective Resolution Applicants pursuant to the Regulation 36A (12) of IBBI (Insolvency Resolution Process for Corporate Persons) Regulations 2016
October 22, 2022	Applications filed before the NCLT under Section 60(5) and Section 66(2) of the Code on October 22, 2022.
January 3, 2023	Interim order passed by the Honble National Company Law Tribunal, Mumbai Bench ("Honble NCLT") in the matter of Petition no. I.A 1 of 2023 filed by Torrent Investment Private Limited.
January 31, 2023	The Honble National Company Law Tribunal, Mumbai, vide its order dated January 31, 2023 in matter IA 370 /2023 C.P. (IB) / 1231 (MB) 2021, granted 45 days exclusion from the date of CIRP i.e., till March 17, 2023
February 2, 2023	The Honble National Company Law Tribunal, Mumbai Bench disposed of Interlocutory Application ("IA") No.01 of 2023, IA No. 99 of 2023 and IA No. 150 of 2023, pursuant to its order dated February 2, 2023 and subsequently corrected by its order dated February 3, 2023
February 17, 2023	RBI press release 2022-2023/1744 dated February 17, 2023, re-constitutioned the Advisory Committee. Mr. Vikramaditya Singh Khichi was appointed upon the resignation of Mr. Srinivasan Varadarajan
March 2, 2023	Order passed by the Adjudicating Authority (National Company Law Tribunal), Mumbai Bench in I.A. No. 1/MB/C-I/2023 and I.A. No. 99/MB/C-I/2023 and I.A. No. 150/MB/CI/ 2023 in C.P. (IB) No.1231/ MB/C-I/2021 granting 30 days exclusion for completion of CIRP till April 16, 2023.
April 12, 2023	The Honble National Company Law Tribunal, Mumbai, vide its order dated April 12, 2023 in matter IA No. 1362 of 2023 in CP(IB) 1231 of 2021, granted exclusion of 90 days for completion of CIRP till July 16, 2023.
April 26, 2023	Extended challenge mechanism process of the Company ("ECM") was duly conducted.
May 4, 2023	Honble National Company Law Tribunal bench at Mumbai ("NCLT") by its Order dated May 4, 2023 in the case of Reliance Capital Limited, Through its Administrator Mr. Nageswara Rao Y v. IDBI Trusteeship Services Limited in IA No. 1286/MB/2022 in C.P (IB) No. 1231/MB/2021 directed IDBI Trusteeship Services Limited to handover the possession of 25,15,49,920 shares (100% equity shares) of Reliance General Insurance Company Limited to the Administrator of Reliance Capital Limited.
July 12, 2023	Application filed under Section 30(6) of the Insolvency and Bankruptcy Code, 2016 ("Code") for submission of resolution plan of IndusInd International Holdings Limited ("IIHL"), as approved by the Committee of Creditors of Reliance Capital Limited, with the Adjudicating Authority i.e. Honble National Company Law Tribunal ("NCLT"), Mumbai Bench via e-filing on July 12, 2023.

 

 

The Advisory Committee have met 14 (fourteen) times during the year 2022-23 and the Committee of Creditors have met 50 (fifty) times since commencement of CIRP.

The Companys standalone performance has been provided under the head ‘Financial Performance in the Directors report. The consolidated performance of the Company is as follows: RCLs consolidated total income for the financial year ended March 31, 2023, was at 19,31,295 lakh as against

19,30,132 lakh. Staff costs for the year were 1,56,755 lakh as against 1,46,921 lakh in the previous year, an increase of 6.7 per cent. Selling, administrative and other expenses in the year were 18,98,998 lakh as against 23,10,998 lakh in the previous year, a decrease of 17.8 per cent. Interest & finance charges for the year were 29,942 lakh as against 2,18,981 lakh in the previous year, a decrease of 86.3 per cent. Depreciation for the year stood flat at 11,593 lakh. Tax expenses for the year was 10,514 lakh as against 14,694 lakh in the previous year. Total comprehensive income attributable to owners and excluding non-controlling interest for the year was ( 2,05,775 lakh) as against ( 8,28,970 lakh) in the previous year.

 

Key financial ratios:

Debt Equity Ratio: (1.44), Net Profit Margin (%): (8139) %. The Interest Coverage Ratio, Debtors Turnover, Inventory Turnover, Current Ratio and Operating Profit Margin (%) are not applicable. Networth for the financial year ended March 31, 2023, was at

(10,43,132) lakh as against (8,71,577) lakh in the previous year increase in erosion with 16.45% which is due to the loss incurred by the Company in the current financial year.

The Company is currently undergoing Corporate Insolvency Resolution Process under the provisions of the Insolvency and Bankruptcy Code, 2016 and is under moratorium under Section 14 of the Code since December 6, 2021. Further, on completion of CIRP, the Company is expected to be compliant with the prudential norms prescribed as per CIC Master Direction – Core Investment Companies (Reserve Bank) Directions, 2016.

 

Legal Matters

Pursuant to an application filed by the RBI on December 2, 2021, the Honble National Company Law Tribunal bench at Mumbai ("NCLT"), by its order dated December 6, 2021 ("NCLT Order") in CP (IB) No. 1231/MB/2021 has commenced the corporate insolvency resolution process ("CIRP") of the Company as per the provisions of the Insolvency and Bankruptcy Code, 2016 ("Code") read with the Insolvency and Bankruptcy (Insolvency and Liquidation Proceedings of Financial Service Providers and Application to Adjudication Authority) Rules, 2019 ("FSP Insolvency Rules") and Mr. Nageswara Rao Y has been further appointed as the administrator of RCL ("Administrator") as per the applicable provisions under the Code read with the FSP Insolvency Rules.

As disclosed previously, the Company was prohibited from making any payment to secured or unsecured creditors and to dispose of, alienate, encumber either directly or indirectly or otherwise part with the possession, of any assets except in the ordinary course of business such as payment of salary and statutory dues, vide (a) orders dated December 3, 2019 and December 5, 2019 passed by the Honble Debts Recovery Tribunal; (b) 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.

The Administrator, on behalf of the Company has obtained orders clarifying that the above-mentioned orders will not come in the way of the Companys CIRP.

 

Resources and Liquidity

As of March 31, 2023, the consolidated total assets stood at

66,43,118 lakh.

 

Reliance General Insurance

Reliance General Insurance (RGI) offers insurance solutions for auto, health, home, property, travel, marine, commercial and other specialty products. RGI is amongst the leading private sector general insurance players in India with a private sector market share of 7.8 per cent. During 2022-23, gross direct premium of the total general insurance industry increased by 16.4 per cent to 2,56,912 crore. During 2022-23, gross direct premium of the private Indian general insurance industry increased by 20.2 per cent to 1,31,941 crore (Source: IRDAI website). RGIs gross written premium for the year ended March 31, 2023 was

10,489 crore, an increase of 10 per cent over the previous year.

 

Sector wise Premium Contribution

Profit before tax for the year ended March 31, 2023, stood at

415 crore as against 381 crore in the corresponding period of the previous year, an increase of 9 per cent over the previous year. The distribution network comprised of 130 branches and approx. 91,974 agents and point of sales person (POSP) at the end of March 31, 2023. At the end of March 31, 2023, the investment book increased by 17 per cent to 16,935 crore.

 

Reliance Nippon Life Insurance (RNLI)

Reliance Nippon Life Insurance currently offers a total of 28 products that fulfill the savings and protection needs of customers. Of these, 25 are targeted at individuals and 3 at group businesses. RNLI is committed to emerging as a transnational Life Insurer of global scale and standard and attaining leadership rankings in the industry within the next few years. In FY23, the Indian life insurance industry recorded new business premium of

3,70,543 crore as against 3,14,263 crore in the previous year, an increase of 17.91 per cent. During the year, the Indian private sector life insurance industry recorded new business premium of

1,38,644 crore as against 1,15,503 crore in the previous year, an increase of 20 per cent. RNLI is amongst the leading private sector life insurers with a private sector market share of 1.5 per cent, in terms of individual weighted new business premium. (Source: Financial Year 2022-23 data, Life Insurance Council website). The total premium for FY23 stood at 5,122 crore as against 5,037 crore. The new business premium income for the year ended March 31, 2023, was 1,126 crore as against

1,282 crore for the previous year. The individual weighted new business premium income for the year ended March 31, 2023, was 1,006 crore as against 944 crore for the previous year. For the year ended March 31, 2023, the renewal premium was

3,997 crore as against 3,754 crore. The new business achieved profit for the year ended March 31, 2023 was

372 crore as against 331 crore in the previous year.

The total assets under management were at 30,609 crore as on March 31, 2023, as against 27,619 crore as on March 31, 2022. The number of policies sold during the year was approximately 1.49 lakh. The distribution network stood at 713 branches and over 54,000 active advisors at the end of March 2023.

 

Reliance Asset Reconstruction

Reliance Asset Reconstruction Company Limited (Reliance ARC) is in the business of acquisition, management and resolution of distressed debt / assets. The focus of this business continues to be on the distressed assets in the SME and retail segments. The Assets Under Management as on March 31, 2023, was 2,208 crore as against 2,230 crore as on March 31, 2022. Its own investment in NPAs stood at 347 crore as on March 31, 2023 as against 349 crore as on March 31, 2022.

 

Broking and Distribution business

Reliance Capitals broking and distribution business is carried out by its subsidiary viz. Reliance Securities Limited, one of the leading retail broking houses in India that provides customers with access to equities, commodities, derivatives and wealth management solutions. As of March 31, 2023, the equity broking business had over 10,65,892 (March 2022 10,32,377) equity broking accounts and achieved average equity cash daily turnover of

61.57 Crore for the year March 2023 (March 2022, 71.93 crore). As of March 31, 2023, the commodity broking business had over 1,17,375 (March 2022 1,18,559) commodity broking accounts and recorded average daily commodities broking turnover of 8.72 crore for the year March 2023 (March 2022,

12.69 Crore). The distribution business is a comprehensive financial services and solutions provider, providing customers with access to mutual funds, life and general insurance products, and other financial products having a distribution network of 51 Branches and over 1,161 customer touch points (March 2022, 56 Branches and over 1,293) across India. Broking & Distribution business reported a profit after tax of 20,28 crore for the year ended March 31, 2023 (March 2022, 18.18 crore).

 

Reliance Home Finance (RHF)

RHFLs Net Worth as on March 31, 2023, stood at

(73.83) crore, as against (5,481.56) crore for the previous year. The Total Income for the year ended March 31, 2023, was at

391 crore, as against 293 crore for the previous year. As on March 31, 2023, the outstanding loan book was Nil as against

12,352 crore for the previous year. The business reported a net profit of 5,419 crore for the year ended March 31, 2023 as against net loss of 5,440 crore in the previous year. Certain lenders of RHFL (Banks and other Financial Institutions) had entered into an Inter-Creditor Agreement (ICA) on July 6, 2019 with Bank of Baroda acting as the Lead Lender for arriving at the debt resolution plan in accordance with the circular dated June 7, 2019 issued by the Reserve Bank of India (RBI) on Prudential Framework for Resolution of Stressed Assets (RBI Circular), by way of Change in Management. The Lead Bank and the lenders forming part of ICA had appointed resolution advisors, cashflow monitoring agency, valuers and legal counsel. Bank of Baroda as the Lead Lender and on behalf of the ICA lenders had as part of the debt resolution process invited the Expression of Interest (EoI) and bids from interested bidders vide newspaper advertisement dated July 29, 2020 and through the Lead Banks website. Initially nineteen investors had expressed interest through submission of EOIs. The ICA lenders after completing the transparent process of inviting bids from eligible bidders and evaluation, voted upon and selected with overwhelming majority Authum Investment & Infrastructure Limited (Authum) as the final bidder on June 19, 2021.

The entire Resolution Plan has been finalised in terms of RBI Circular No.RBI/2018-19/ 203, DBR.No.BP.BC.45/21.04.048/ 2018-19 dated June 7, 2019 on Prudential Framework for Resolution of Stressed Assets by the Lenders of RHFL, has also been approved by the Honble Supreme Court of India by its order dated March 3, 2023 and the special resolution approved by the shareholders dated March 25, 2023. In view of the same RHFL took all appropriate steps towards implementation of the Resolution Plan in compliance with the Order of Honble Supreme Court of India. Accordingly, in terms of the RBI Circular and in pursuance of the order of the Honble Supreme Court of India dated March 3, 2023, the total Resolution amount of 3,351 crore has duly been paid to all the financial creditors including debenture holders as per their respective approved entitlements under the Resolution Plan in full and final settlement of their dues and the Resolution Plan stood duly implemented.

 

Risks and Concerns

RCL has exposures in various line of business through its subsidiaries and associate entities. RCL, its subsidiaries and associates are exposed to specific risks that are particular to their respective businesses and the environments within which they operate, including market risk, competition risk, credit risk, liquidity and interest rate risk, human resource risk, operational risk, information security risks, regulatory risk and macro-economic risks. The level and degree of each risk varies depending upon the nature of activity undertaken by them.

 

Market risk

The Company has quoted investments which are exposed to fluctuations in stock prices. Similarly, the Company has also raised funds through issue of Market Linked Debentures, whose returns are linked to relevant underlying market instruments or indices. RCL monitors market exposure for both equity and debt and, in appropriate cases, also uses various derivative instruments as a hedging mechanism to limit volatility.

 

Competition risk

The financial sector industry is becoming increasingly competitive, and the Companys growth will depend on its ability to compete effectively. The Companys main competitors are Indian Non-Banking Financial Companies / Core investment Companies, commercial banks, life and non-life insurance companies, both in the public and private sector, broking houses, mortgage lenders, depository participants and other financial services provide Further liberalization of the Indian financial sector could lead to a greater presence or entry of new foreign banks and financial services companies offering a wider range of products and services. This could significantly toughen our competitive environment. The Companys wide distribution network, diversified product offering and quality of management place it in a strong position to deal with competition effectively.

 

Credit risk

Credit risk is a risk arising out of default or failure on the part of borrowers or investee entities in meeting their financial obligations towards repayment of loans or investment instruments debit / credit such as debentures, commercial papers, PTCs etc. Thus, credit risk is a loss as a result of non-recovery of funds both on principal and interest counts. This risk is comprehensively addressed both at the strategic level and at the client level. Necessary standards have been stipulated for evaluation of credit proposals. Appropriate delegation and deviation grids have been put in place. Proper security, industry norms and ceilings have been prescribed to ensure diversifying risks and to avoid concentration risk. Company has put in place monitoring mechanisms commensurate with nature and volume of activities. RCL is a Core Investment Company (CIC) and obtained the Certificate of Registration as a CIC. In view of this the investments and lending of RCL have been restricted to and within the Group companies.

The Company has adopted the IND-AS since the financial year 2018-19 for identification of Expected Credit Losses (ECL) and provision thereof.

 

Liquidity and Interest Rate Risk

The Company along with its subsidiaries is exposed to liquidity risk principally, because of lending and investment for periods which may differ from those of its funding sources. Asset liability positions are managed in accordance with the overall guidelines laid down by various regulators in the Asset Liability Management (ALM) framework. The Company may be impacted by volatility in interest rates in India which could cause its margins to decline and profitability to shrink. The success of the Companys business depends significantly on interest income from its operations. It is exposed to interest rate risk, both as a result of lending at fixed interest rates and for reset periods which may differ from those of its funding sources. Interest rates are highly sensitive to many factors beyond the Companys control, including the monetary policies of the RBI, deregulation of the financial sector in India, domestic and international economic and political conditions and, inflation. As a result, interest rates in India have historically experienced a relatively high degree of volatility.

The Company seeks to match its interest rate positions of assets and liabilities to minimize interest rate risk. However, there can be no assurance that significant interest rate movements will not have an adverse effect on its financial position.

As stated in Credit risk, being a CIC, all the lending and investments of Reliance Capital Limited are within group companies. Thus, the liquidity position of the company also depends upon the realisation and monetisation of its group exposures

 

Human resource risk

The Companys success depends largely upon the quality and competence of its management team and key personnel. Attracting and retaining talented professionals is therefore a key element of the Companys strategy and a significant source of competitive advantage. While the Company has a salary and incentive structure designed to encourage employee retention, a failure to attract and retain talented professionals, or the resignation or loss of key management personnel, may have an impact on the Companys business, its future financial performance and the results of its operations.

 

Operational risk

The Company may encounter operational and control difficulties when undertaking its financial activities. The rapid development and establishment of financial services businesses in new markets may raise unanticipated operational or control risks. Such risks could have a materially adverse effect on the Companys financial position and the results of its operations.

The operations of the Company have been extensively automated which minimizes the operational risk arising out of human errors and omissions. A robust system of internal controls is practiced ensuring that all its assets are safeguarded and protected against loss from unauthorised use or disposition and all its transactions are authorised, recorded and reported correctly. The Company has implemented SAP systems across functions. With this initiative, along with other key systems and checks and balances established, we believe that our overall control environment has been enhanced. It is pertinent to note that Reliance Nippon Life Insurance, Reliance General Insurance, Reliance Securities have obtained an ISO 9001:2008 certification. They are among the few companies in their respective industries to be ISO certified.

 

Information security risk

The Company has robust Information Security Risk monitoring systems and tools to guard and protect sensitive customer data and guard against potential hackers and viruses. Robust governance, controls and sophisticated technology is adopted across lines of business to ward off cyber threats and protect information residing within the Company. The Information Security system is in alignment with the respective regulatory requirements. Information Security has been brought under the Enterprise Risk Management Framework to enhance data protection and ward off cyber risks effectively, thereby making our overall Risk, Control & Governance framework more robust.

 

Regulatory risk

As a financial conglomerate in the financial services sector, the Company and its entities are subject to regulations by Indian governmental authorities and regulators including Reserve Bank of India, Insurance Regulatory and Development Authority of India, Securities and Exchange Board of India, Pension Fund Regulatory & Development Authority and National Housing Bank. Their laws and regulations impose numerous requirements on the Company, including asset classifications and prescribed levels of capital adequacy, solvency requirements and liquid assets. There may be future changes in the regulatory system or in the enforcement of the laws and regulations that could adversely affect the Companys performance.

The Company has not complied with the regulatory requirements w.r.t. capital adequacy and leverage ratios.

 

Macro-economic risk

Any slowdown in economic growth in India could cause the business of the Company to suffer. Similarly, any sustained volatility in global commodity prices, including a significant increase in the prices of oil and petroleum products, could once again spark off a new inflationary cycle, thereby curtailing the purchasing power of the consume

 

Internal Control

The Company maintains a system of internal controls designed to provide assurance regarding the effectiveness and efficiency of operations, the adequacy of safeguards for assets, the reliability of financial controls, and compliance with applicable laws and regulations.

The organization is well structured, and the policy guidelines are well documented with pre-defined authority. The Company has also implemented suitable controls to ensure that all resources are utilized optimally, financial transactions are reported with accuracy and in adherence to applicable laws and regulations. The Company has put in place adequate systems to ensure that assets are safeguarded against loss from unauthorised use or disposition and that transactions are authorised, recorded and reported. The Company also has commensurate budgetary control system to monitor all expenditures against approved budgets on an ongoing basis.

The Company uses information technology adequately in its operations for ensuring effective controls besides economy. It also helps the Company in providing accurate MIS and prompt information / services to its customers and other stakeholders The Company has implemented enhanced level of Information System Security controls with monitoring systems to address technology risks.

The Company has an independent internal audit function which continuously evaluates the adequacy of, and compliance with policies, procedures, plans, regulatory and statutory requirements. Risk based approach is adopted while carrying out the internal audits. Internal audit also evaluates and suggests improvement in effectiveness of risk management, control and governance process.

 

Opportunities

• Low retail penetration of financial services / products in India • Extensive distribution reach and strong brand recognition • Opening of financial sector in India along with introduction of innovative products • Opportunity to cross sell services • Increasing per-capita GDP

• Changing demographic profile of the country in favour of the young

 

Threats

• Competition from local and multinational players • Execution risk • Regulatory changes • Attraction and retention of human capital

 

Health Safety and Pandemic Risk

In addition to serious implications for peoples health and the healthcare services, coronavirus (COVID-19) is having a significant impact on the world-wide economy including India in terms of business growth and business models. The disruption has pushed the Financial sector to adopt digital model for sustenance and growth. The Company and its subsidiaries have been proactive enough to switch over to fully digital mode since the Covid-19 ensuring employees the best health safety measures and uninterrupted service to the stakeholders. However, the performance of the Company and its subsidiaries may be impacted in future because of the lasting effect of this disruption on the economy.

 

Corporate Social Responsibility

At Reliance Capital, as a socially responsible financial services conglomerate, we strive to improve the quality of life of the under-served sections of society, by focusing on Skill Development, Education, Healthcare and Environment & Animal Welfare for the service of the nation and the greater good of the communities in which we operate.

 

Corporate Governance Report

In pursuance of Regulation 34(3) and Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred as "SEBI Listing Regulations") and Master Direction – Core Investment Companies (Reserve Bank) Directions, 2016, a Report on Corporate Governance for the Financial Year 2022-23 is presented below: The Reserve Bank of India (RBI) vide Press Release dated November 29, 2021 in exercise of the powers conferred under Section 45-IE (1) of the Reserve Bank of India Act, 1934 (RBI Act) superseded the Board of Directors of your Company on November 29, 2021 and thereafter appointed Mr. Nageswara RaoY, ex-Executive Director of Bank of Maharashtra as the Administrator of your Company under Section 45-IE (2) of the RBI Act. Thereafter, RBI vide its Press Release dated November 30, 2021, in exercise of the powers conferred under Section 45-IE 5(a) of the RBI Act, constituted a three (3) member Advisory Committee to assist the Administrator in discharge of his duties and further to also advise the Administrator in the operations of your Company during the Corporate Insolvency Resolution Process (CIRP). The Advisory Committee presently comprises of Mr. Sanjeev Nautiyal, ex-DMD, State Bank of India, Mr. Praveen P Kadle, ex-MD & CEO, Tata Capital Limited and Mr. Vikramaditya Singh Khichi ex-ED, Bank of Baroda. As per the framework of the Advisory Committee as approved by RBI, primary responsibility of the Advisory Committee is to guide the Administrator to undertake all steps that will maximize the value for all stakeholders of your Company through a successful resolution. On December 2, 2021, the RBI had filed the Petition before the Honble National Company Law Tribunal, Mumbai Bench ("NCLT/Adjudicating Authority") under sub-Clause (i) of clause (a) of Rule 5 of the Insolvency and Bankruptcy (Insolvency and Liquidation Proceedings of Financial Service Providers and Application to Adjudication Authority) Rules, 2019 (FSP Rules) to initiate Corporate Insolvency Resolution Process ("CIRP") against your Company read with Section 227 of the Insolvency and Bankruptcy Code, 2016 read with the Rules and Regulations framed there under and amended from time to time (the "Code"). Further, CIRP was initiated against the Company under Section 227 read with clause (zk) of sub section (2) of Section 239 of the Code and read with Rules 5 and 6 of the FSP Rules by an order dated December 6, 2021, of the NCLT. In accordance with Section 14 of the Code read with the FSP Insolvency Rules, a moratorium has been effective on and from December 6, 2021, i.e. the date of admission of the Company in the CIRP process for prohibiting institution of suits or continuation of pending suits or proceedings against the Company including execution of any judgement, decree or order in any court of law, tribunal, arbitration panel or other authority. The Administrator has taken steps for seeking confirmations from various forums where litigations have been levied on the Company for disposal of assets, that such injunctions will not be applicable during CIRP. The Adjudicating Authority vide the above order, appointed the Administrator to perform all the functions of a Resolution Professional to complete the CIRP of the Company as required under the provisions of the Code. It is also incumbent upon the Administrator, (exercising same powers as Resolution Professional under the Code), under Section 20 of the Code, to manage the operations of the Company as a going concern.

 

Corporate governance philosophy

Reliance Capital follows the highest standards of corporate governance principles and best practices by adopting the "Reliance Group – Corporate Governance Policies and Code of Conduct" as is the norm for all constituent companies in the Group. These policies prescribe a set of systems and processes guided by the core principles of transparency, disclosure, accountability, compliances, ethical conduct and the commitment to promote the interests of all stakeholders. The policies and the code are reviewed periodically to ensure their continuing relevance, effectiveness and responsiveness to the needs of our stakeholders.

 

I. Disclosures

A. Compliance with the Listing Regulations

During the year, the Company is fully compliant with the mandatory requirements of the Listing Regulations. B. There has been no non-compliance by the Company on any matter related to capital markets during the last three financial years. No penalties or strictures have been imposed on the Company by the Stock Exchanges or SEBI or any other statutory authority

 

C. Related party transactions

During the financial year 2022-23, no transactions of material nature had been entered into by the Company that may have a potential conflict with interest of the Company. The details of related party transactions are disclosed in Notes to Financial Statement. The policy on related party transactions is put on the website of the Company at the link http://www.reliancecapital. co.in/pdf/Policy_for_Related_Party_Transaction.pdf.

 

D. Accounting treatment

In the preparation of Financial Statement, the Company has followed the Companies (Indian Accounting Standards) Rules, 2015 (‘Ind AS) prescribed under Section 133 of the Companies Act, 2013 and other recognised accounting practices and policies. The Accounting Policies followed by the Company to the extent relevant, are set out elsewhere in this Annual Report.

 

E. Risk management

The Company has laid down a Risk Management Policy, defining Risk profiles involving Strategic, Technological, Operational, Financial, Credit, Organisational, Legal and Regulatory risks within a well defined framework. The Risk Management Policy acts as an enabler of growth for the Company by helping its businesses to identify the inherent risks, assess, evaluate and monitor these risks continuously and undertake effective steps to manage these risks.

 

F. Policy Guidelines on "Know Your Customer" (KYC) norms and Anti – Money Laundering (AML) Measures

In keeping with specific requirements for Non-Banking Financial Companies the Company has also formulated a Prevention of Money Laundering and Know Your Customer Policy and the same has been posted on the Companys website.

 

G. Ombudspersons & Whistle Blower (Vigil Mechanism) policy

Our Ombudspersons & Whistle Blower (Vigil Mechanism) policy encourages disclosure in good faith of any wrongful conduct on a matter of general concern and protects the whistle blower from any adverse personal action. The vigil mechanism has been overseen by the Administrator. It is affirmed that no person has been denied direct access to the Administrator.

 

H. Code of Conduct

The Company has adopted the Code of Conduct for directors and senior management. The Code has been circulated to all senior management and the same has been posted on the Companys website. The senior management have affirmed their compliance with the Code and a declaration signed by the Senior Management of the Company is given below: "It is hereby declared that the Company has obtained from all members of the senior management personnel affirmation that they have complied with the Code of Conduct for Senior Management of the Company for the financial year 2022-23." Nageswara Rao Y Administrator

 

I. CFO certification

Mr. Aman Gudral, Chief Financial Officer of the Company have provided certification on financial reporting and internal controls to the Administrator as required under Regulation 17(8) of the Listing Regulations.

 

II. Compliance Officer

Mr. Atul Tandon, Company Secretary is the Compliance Officer for complying with the requirements of various provisions of Law, Rules, Regulations applicable to the Company including SEBI Regulations and the Uniform Listing Agreements executed with the Stock Exchanges.

 

III. Management Discussion and Analysis

A Management Discussion and Analysis Report forms part of this Annual Report and includes discussions on various matters specified under Regulation 34(2), Schedule V of the Listing Regulations and Master Direction – Core Investment Companies (Reserve Bank) Directions, 2016.

 

IV. Policy on prohibition of insider trading

The Company has formulated the "Reliance Capital Limited

– Code of Practices and Procedures and Code of Conduct to Regulate, Monitor and Report trading in securities and fair disclosure of Unpublished Price Sensitive Information" (Code) in accordance with the guidelines specified under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended, from time to time. The Company has appointed Mr. Atul Tandon, Company Secretary as the Compliance Officer under the Code responsible for complying with the procedures, monitoring adherence to the rules for the preservation of price sensitive information, preclearance of trade, monitoring of trades and implementation of the Code under the overall supervision of the Administrator. The Companys Code, inter alia, prohibits purchase and/or sale of securities of the Company by an insider, while in possession of unpublished price sensitive information in relation to the Company and also during certain prohibited periods. The Companys Code is available on the website of the Company.

Pursuant to the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, the Trading Window for dealing in the securities of the Company by the designated persons shall remain closed during the period from end of every quarter / year till the expiry of 48 hours from the declaration of quarterly / yearly financial results of the Company.

 

V. Compliance of Regulation 34(3) and Para F of Schedule V of the Listing Regulations

As per Regulation 34(3) and Para F of Schedule V of the Listing Regulations, the details in respect of equity shares lying in ‘Reliance Capital Limited – Unclaimed Suspense Account were as follows:

Particulars	No. of shareholders	No. of shares
(i) Aggregate number of shareholders and the outstanding shares in the suspense account lying at April 1, 2022	212	3 402
(ii) Number of shareholders who approached listed entity for transfer of shares from suspense account during April 1, 2022 to March 31, 2023	-	-
(iii) Number of shareholders to whom shares were transferred from suspense account during the April 1, 2022 to March 31, 2023	-	-
(iv) Number of Shares Transfer to IEPF	69	579
(v) Aggregate number of shareholders and the outstanding shares in the suspense account lying at March 31, 2023	143	2823

 

The voting rights on the shares outstanding in the "Reliance Capital Limited – Unclaimed Suspense Account" as on March 31, 2023 shall remain frozen till the rightful owner of such shares claims the share(s). Any shareholders who claim the share(s), the share(s) are credited to the respective beneficiary account after proper verifications.

 

VI. Fees to Statutory Auditors

The details of fees paid to M/s. Gokhale & Sathe, Chartered Accountants, Statutory Auditors and their network entities by the Company during the year ended March 31, 2022 are as follows: ( in lakh)

Sr. No.	Particulars	2022-23
1.	Audit Fees*	34
2.	Certification and other reimbursement charges*	1
	Total	35

 

* All the above figures are excluding Goods and Services Tax.

Received from	Received during		Redressed during		Pending as on
	2022-23	2021-22	2022-23	2022-23	2021-22	2022-23
SEBI	11	7	11	7	Nil	Nil
Stock Exchanges	17	4	17	4	Nil	Nil
NSDL/CDSL	0	3	0	3	Nil	Nil
Direct from investors	1119	718	1119	718	Nil	Nil
Total	1147	732	1147	732	Nil	Nil

 

Analysis of Grievances

	2022-23		2021-22
	Numbers	%	Numbers	%
Non-receipt of dividend	925	80.64	517	70.63
Non-receipt of share certificates	150	13.08	148	20.22
Others	72	6.28	67	9.15
Total	1147	100.00	732	100.00

 

There was no complaint pending as on March 31, 2023

 

Notes :

1. The shareholder base was 7,83,443 as of March 31, 2023 and 7,89,806 as of March 31, 2022.

2. Investors queries / grievances are normally attended within a period of 3 days from the date of receipt thereof, except in cases involving external agencies or compliance with longer procedural requirements specified by the authorities concerned.

 

VIII. Disclosure in relation to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

Our policy on prevention of sexual harassment aims at promoting a productive work environment and protects individual rights against sexual harassment. As reported by the Internal Complaints Committee, the disclosure is as under:

Sr. No.	Particulars	Details
1.	Number of complaints filed during the financial year	NIL
2.	Number of complaints disposed off during the financial year	NIL
3.	Number of complaints pending as on end of the financial year	NIL

 

IX. Details of Utilisation

During the year, the Company has not raised any funds through preferential allotment or qualified institutions placement as specified under Regulation 32(7A) of the Listing Regulations.

 

X. Subsidiaries

Pursuant to Regulation 16(1)(c) of the Listing Regulations, Reliance General Insurance Company Limited (RGIC), Reliance Nippon Life Insurance Company Limited (RNLICL) are material subsidiaries.

Further, the Administrator has nominated Mr. Venkatarao Yadagani and Mr. Mrutinjay Mahapatra on the Board of RNLIC.

32

The Company monitors performance of subsidiary companies, inter alia, by the following means: a. Financial statements, in particular the investments made by unlisted subsidiary companies are reviewed quarterly by the Audit Committee / Administrator of the Company. b. Minutes of the meetings of the board of directors of all unlisted subsidiary companies are placed before the Companys Board / Administrator regularly. c. A statement containing all the significant transactions and arrangements entered into by the unlisted subsidiary companies are placed before the Companys Board / Audit Committee / Administrator. The policy for determination of material subsidiary is put on the website of the Company at the link http://www.reliancecapital.co.in/pdf/Policy-for-Determination-of-Material-Subsidiary.pdf. The unlisted material subsidiary have undergone Secretarial Audit by a practicing Company Secretary and its Secretarial Audit Report is available on the website of the Company.

 

XI. Means of communication a. Financial Results: Financial Results for the quarter, half year, and Financial Year are published in the Financial Express (English) newspaper circulating in substantially the whole of India and in Navshakti (Marathi) newspaper and are also posted on the Companys website. b. Media Releases and Presentations: Official media releases are sent to the Stock Exchanges before their release to the media for wider dissemination. Presentations, if any, made to media, analysts, institutional investors, etc. are posted on the Companys website. c. Website: The Companys website contains a separate dedicated sections on ‘Corporate Insolvency Resolution Process (CIRP) and ‘Investor Relations. The CIRP section provides the details about the Management Team, initiation of CIRP, List of Creditors, Expression of Interest, Provisional list of prospective resolution applicants and final list of prospective resolution applicants. Further, the Investor Relations sections contains comprehensive database of information of interest to our investors including the financial results and Annual Report of the Company, information on dividend declared by the Company in previous years, any price sensitive information disclosed to the regulatory authorities from time to time, business activities and the services rendered / facilities extended by the Company to our investors, in a user friendly manner. The basic information about the Company is provided on the Companys website and the same is updated regularly. d. Annual Report: The Annual Report containing, inter alia, Notice of Annual General Meeting, Audited Financial Statement, Consolidated Financial Statement, Directors Report, Auditors Report and other important information is circulated to members and others entitled thereto. The Management Discussion and Analysis Report and Corporate Governance Report forms part of the Annual Report and are displayed on the Companys website.

The Companies Act, 2013 read with the Rules made thereunder and the Listing Regulations facilitate the service of documents to members through electronic means. In compliance with the various relaxations provided by SEBI and MCA, the Company has e-mailed the soft copies of the Annual Report to all those members whose e-mail IDs were available with its Registrar and Transfer Agent or Depositories and urged those members to register their e-mail IDs to receive the said communication. e. NSE Electronic Application Processing System (NEAPS) and New Digital Exchange Platform: The NEAPS and New Digital Exchange Platform are web-based systems designed by NSE for corporates. The shareholding pattern, corporate governance report, corporate announcement, media release, if any, results, annual report etc. are filed electronically on the respective platforms, as applicable. f. BSE Corporate Compliance & Listing Centre (the ‘Listing Centre): The Listing Centre is a web-based application designed by BSE for corporates. The shareholding pattern, corporate governance report, corporate announcement, media release, if any, results, annual report etc. are filed electronically on the Listing Centre. g. Unique Investor Helpdesk: Exclusively for investor servicing, the Company has set up a Unique Investor Helpdesk with multiple access modes as under: Toll free no. (India): 1800 309 4001Fax: +91 40 6716 1791 E-mail: rclinvestor@kfintech.com h. Designated E-mail id: The Company has also designated E-mail id: rcl.investor@relianceada.com exclusively for investor servicing. i. SEBI Complaints Redressal System (SCORES): The investors complaints are also being processed through the centralised web based complaint redressal system. The salient features of SCORES are availability of centralised data base of the complaints, uploading online action taken reports by the Company. Through SCORES the investors can view online, the action taken and current status of the complaints. In its efforts to improve ease of doing business, SEBI has launched a mobile app "SEBI SCORES", making it easier for investors to lodge their grievances with SEBI, as they can now access SCORES at their convenience of a smart phone.

 

XII. General shareholder information

The mandatory and various additional information of interest to investors are voluntarily furnished in a separate section on investor information in this Annual Report.

 

XIII. Certificate from Company Secretary in Practice on corporate governance

Certificate from Company Secretary in Practice on compliance of Regulation 34(3) of the Listing Regulations and provisions of RBI Directions relating to corporate governance is published in this Annual Report.

 

XIV. Review of governance practices

We have in this Report attempted to present the governance practices and principles being followed at Reliance Capital, as evolved over a period, and as best suited to the needs of our business and stakeholders.

 

XV. Board of Directors

1. Board Committees and Remuneration of Directors

The Reserve Bank of India in exercise of its powers conferred under Section 45-IE (1) of the Reserve Bank of India Act, 1934, vide its notification dated November 29, 2021, superseded the Board of Directors of the Company and all the Directors of the Company vacated their office. Further, Audit Committee, Nomination and Remuneration Committee, Group Risk Management Committee, Stakeholders Relationship Committee, Corporate Social Responsibility (CSR) Committee, ALCO Committee and IT Strategy Committee of the Company constituted under the various provisions of Companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 and Master Direction – Core Investment Companies (Reserve Bank) Directions, 2016 stand dissolved w.e.f November 29, 2021.

Disclosures relating to Directorship of Director is not applicable in view of supersession of the Board by the RBI

 

2. Insurance coverage

The Company has obtained Directors and Officers liability insurance coverage in respect of any legal action that might be initiated against officers of the Company, its subsidiary and associate companies.

 

3. Employee Stock Option Scheme

Our Employee Stock Option Scheme (the "Scheme") has been implemented by the Company to the eligible employees based on specified criteria. The Plans were prepared in due compliance of the Scheme, Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 and other applicable laws, which are in compliance with the requirements of Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.

 

4. Compliance with non-mandatory requirements a. The Board

The Company is under CIRP and Board has been superseded by RBI. b. Audit qualifications

The qualification and management response to it are mentioned in the Directors Report forming part of this report. c. Reporting of Internal Auditor

Post admission of the Company into CIRP, the Internal Auditor reported directly to the RBI Administrator.

 

5. General Body Meetings Annual General Meetings

The Company held its last three Annual General Meetings (AGM) as under:

Financial Year	Date and Time	Whether Special Resolution passed or not
2021-22	September 26, 2022 11:00 A.M.	No
2020-21	September 14, 2021 11:00 A.M.	No
2019-20	June 23, 2020 12:00 Noon	No

 

The Annual General Meetings for the year 2019-20, 2020-21 and 2021-22 were held through Video Conferencing (VC).

 

Extra-ordinary General Meeting

During the year, there was no Extra-Ordinary General Meeting held by the Company.

 

6. Postal Ballot

The Company had not conducted any business through Postal Ballot during the financial year 2022-23. None of the businesses proposed to be transacted in the ensuing Annual General Meeting require passing of a special resolution through postal ballot.

 

Compliance of Corporate Governance requirements specified in Regulations 17 to 27 and Regulation 46(2)(b) to (i) of the Listing Regulations:

(a) The Reserve Bank of India (RBI) vide Press Release dated November 29, 2021 in exercise of the powers conferred under Section 45-IE (1) of the Reserve Bank of India Act, 1934 (RBI Act) superseded the Board of Directors of your Company on November 29, 2021 and the RBI appointed Mr. Nageswara Rao Y as the Administrator of your Company under Section 45-IE (2) of the RBI Act; and (b) As per Securities and Exchange Board of India (Listing

Obligations and Disclosure Requirements) Regulations, 2015, Regulation 15 : "(2A) The provisions as specified in regulation 17 shall not be applicable during the insolvency resolution process period in respect of a listed entity or a ‘high value debt listed entity which is undergoing corporate insolvency resolution process under the Insolvency Code, Provided that the role and responsibilities of the board of directors as specified under regulation 17 shall be fulfilled by the interim resolution professional or resolution professional in accordance with sections 17 and 23 of the Insolvency Code. (2B) The provisions as specified in regulations 18, 19, 20 and 21 shall not be applicable during the insolvency resolution process period in respect of a listed entity [or a ‘high value debt listed entity] which is undergoing corporate insolvency resolution process under the Insolvency Code: Provided that the roles and responsibilities of the committees specified in the respective regulations shall be fulfilled by the interim resolution professional or resolution professional."

Sr. No.	Particulars	Regulation	Compliance Status	Compliance Observed
1.	Board of Directors	17*	NA
2.	Maximum number of Directorship	17A	NA
3.	Audit Committee	18*	NA
4.	Nomination and Remuneration Committee	19*	NA
5.	Stakeholders Relationship Committee	20*	NA
6.	Risk Management Committee	21*	NA
7.	Vigil Mechanism	22	Yes	• Review of Vigil Mechanism for Directors and employees
				• Direct access to Chairperson of Audit Committee
8.	Related Party Transactions	23*	Yes	• Policy of Materiality of Related Party Transactions and dealing
				with Related Party Transactions
				• Approval including omnibus approval of Committee of
				Creditors
				• Review of Related Party Transactions
				• No material Related Party Transactions
				• Disclosure of Related Party Transactions on consolidated basis
				• Disclosure to Stock Exchanges and on Companys website
9.	Subsidiaries of the	24	Yes	• Review of financial statements and Investment of unlisted subsidiaries by the Administrator
	Company		Yes
				• Minutes of the board of directors of the unlisted subsidiaries are placed before the Administrator
				• Significant transactions and arrangements of unlisted subsidiaries are placed before the Administrator
10.	Secretarial Compliance	24A	Yes	• Secretarial Compliance Report / Secretarial Audit Report
	Report			• Secretarial Audit of unlisted Material Subsidiary
11.	Obligations with respect to Independent Directors	25*	NA
12.	Obligations with respect to employees including Senior Management, Key Managerial Personnel, Directors and Promoters	26	Yes	• Affirmation on compliance of Code of Conduct by Senior Management
				• Disclosures by Senior Management about potential conflicts of interest
				• No agreement with regard to compensation or profit sharing in connection with dealings in securities of the Company by Key Managerial Personnel and Promoter
13.	Other Corporate Governance Requirements	27	Yes	• Filing of compliance report on Corporate Governance
14.	Website	46(2)(b) to (i)	Yes	• Code of Conduct of Board of Directors and Senior Management
				• Details of establishment of Vigil Mechanism / Whistle- blower policy
				• Criteria of making payment to Non-executive Director
				• Policy on dealing with Related Party Transactions
				• Policy for determining material subsidiaries

 

*Kindly refer note (b) above.