Religare Enterprises Ltd Directors Report.

To,

The Members,

Religare Enterprises Limited

Your Directors have pleasure in presenting this 36th Annual Report on the business and operations of the Company together with Audited Financial Statements for the financial year ended March 31,2020.

STATE OF AFFAIRS OF THE COMPANY

Your Company made significant progress in Financial Year 2019-20, overcoming the challenges faced due to past financial irregularities committed against the Company and Religare Finvest Limited (“RFL”), a material subsidiary of the Company, by the promoters and ex-management. Since February 2018, professional Board members have been inducted on the Board of Directors to provide leadership and guidance to the Religare group. A new and experienced Management Team has also been inducted into the Company and RFL. The Company and RFL are pursuing all regulatory and legal actions, both civil and criminal, to ensure recovery of funds siphoned from Religare group. The Company also raised necessary capital directly and through its subsidiaries towards the growth of the underlying businesses in its material subsidiaries. Resolution of some of the past disputes and legacy issues are also the highlights of this financial year.

The Company came out with a Preferential Issue of convertible warrants in the Financial Year 2018-19. During the year under review, few warrant holders (original and transferees) exercised their conversion option on 41,185,419 warrants by paying the balance 75% of the total consideration money amounting to Rs. 16,154.98 Lakhs. Funds received were primarily utilized to meet external debt repayments and protect the value of the underlying investments to ensure that the Religare group emerges financially strong and stable over a period of time. The allocation of capital has been a fine balance between paying off external liabilities and to provide funding to subsidiary businesses to help them remain solvent which played a critical role and helped the Group restore confidence amongst various stakeholders i.e. Investors, Employees, Business Partners and Banks etc.

During the year under review and thereafter, Company and its subsidiaries continue to pursue the various initiatives taken in previous years towards revival of the Company and the Group ranging from filing application for re-classification of Promoters and Promoters Group into Public Shareholders category, recovery proceedings at various forums for the recovery of money advanced under the CLB of RFL, filing of criminal complaints with appropriate forums against the Promoters, past management and others for investigation of various suspicious transactions involving fund movement from the Religare group.

The new management has explored various fund raising options in the Company and its subsidiaries, few of which materialized leading to introduction of new strategic investors in the insurance vertical at a critical time when the Company had to infuse further capital in the same to maintain the solvency ratio.

In order to revive the lending vertical which has been suffering due to the past financial transactions, the new management is working on a Debt Resolution Plan at RFL level in consultation with RFL lenders; the details of which are elsewhere explained in the Report.

All these measures have helped the Religare Group to sustain in critical conditions and are steps towards strengthening the overall position of the Group. The Company wishes to seek the continued support of the entire investors group, alongwith the support of the other stakeholders to meet the challenges effectively. The new Board and management are hopeful to come out of these difficult times and to bring back the Group to its past glory with your enduring patience and support.

COVID-19 IMPACT

The COVID-19 pandemic has significantly impacted the economic activities and business operations of the companies across the Country on account of lockdown that started towards the end of the financial year. This has inter alia affected the business operations of subsidiaries of the Company engaged in the business of lending, housing finance, broking and insurance since the last week of March 2020. Further, in accordance with the RBI guidelines relating to ‘COVID-19 Regulatory Packagedated March 27,2020, Religare Finvest Limited (RFL) and Religare Housing Development Finance Corporation Limited (RHDFCL) have offered EMI moratorium to its customers based on requests as well as on a suo- moto basis. Estimates and associated assumptions applied in preparing the consolidated financial statements of the

Company, especially for determining the impairment allowance of Rs. 3,819.19 Lakhs for RFL and of Rs. 173.99 Lakhs for RHDFCL on a consolidated basis, are based on historical experience and other emerging/ forward looking factors on account of the pandemic. Care Health Insurance Limited (formerly Religare Health Insurance Company Limited) (CHIL), considering that the COVID-19 is rapidly spreading in the country, and can substantially impact the claim level in future, and the ‘Reserve for unexpired risk held at the year-end may not be adequate to meet the increased level of claims in future, has created an additional provision of Rs 2,445.62 Lakhs towards premium deficiency, based on the review conducted and as advised by its Appointed Actuary, which is also in terms of its accounting policy on Premium Deficiency Reserve.

The Group believes that the factors considered are reasonable under the current circumstances. The Group has used early indicators of moratorium and delayed payment metrics observed alongwith an estimation of potential stress on probability of default and exposure at default due to COVID-19 situation in developing the estimates and assumptions to assess the expected credit losses on loans and has recognised an additional expected credit loss of Rs. 6,438.80 Lakhs on a consolidated basis. Given the dynamic nature of the pandemic situation, these estimates are subject to uncertainty and may be affected by the severity and duration of the pandemic. In the event of the impacts being more severe or prolonged than anticipated, this will have a corresponding impact on the carrying value of financial assets, the financial position and performance of the Group.

FINANCIAL RESULTS AND BUSINESS OPERATIONS

The highlights of standalone and consolidated financial performance of the Company for the financial years 2019-20 and 2018-19 are as under:

(Rupees in Lakhs)

Particulars

For the financial year 2019-2020

For the financial year 2018-2019

Standalone (Audited) Consolidated (Audited) Standalone (Audited) Consolidated (Audited)
Total Income 6,058.94 239,747.85 3,516.57 238,101.10
Total Expenditure 20,075.27 325,746.28 18,127.79 388,445.36
Profit before Tax (14,016.33) (85,998.43) (14,611.22) (150,344.26)
Exceptional Items (17,000.00) (17,000.00) - -
Profit / (Loss) before Tax after exceptional items (31,016.33) (102,998.43) (14,611.22) (150,344.26)
Share in Profit / (Loss) of Joint Ventures - (13.14) - (8.96)
Profit / (Loss) Before Tax (31,016.33) (103,011.57) (14,611.22) (150,353.22)
Income tax Expense/ (Credit) - 785.99 - (258.16)
Profit / (loss) After Tax (31,016.33) (103,797.56) (14,611.22) (150,095.06)
Other Comprehensive Income (51.50) 1383.75 16.19 395.34
Total Comprehensive Income for the period (31,067.83) (102,413.81) (14,595.03) (149,699.72)
Less: Share of Non- Controlling Interest - (10,357.44) - (21,347.86)
Total Comprehensive Income/ (Loss) (after tax and non-controlling interest) (31,067.83) (92,056.37) (14,595.03) (128,351.86)

(i) Consolidated Performance

We recorded a ‘Loss After Exceptional Items and Before Tax of Rs. 102,998.43 Lakhs, for Financial Year 2019-20 as compared to ‘Loss After Exceptional Items and Before Tax of Rs. 150,344.26 Lakhs, for Financial Year 2018-19. ‘Loss After Tax and Share in profit/loss of Joint Venture was Rs. 103,797.56 Lakhs for Financial Year 2019-20 as compared to ‘Loss After Tax and Share in profit/loss of Joint Venture of Rs. 150,095.06 Lakhs for Financial Year 2018-19. Total Comprehensive Income / (Loss) attributable to the Owner of the Company for the Financial

Year 2019-20 is Rs. (92,056.37) Lakhs as compared to Rs. (128,351.86) Lakhs in Financial Year 2018-19. Basic earnings per share increased to Rs. (39.55) in Financial Year 2019-20 from Rs. (63.32) in Financial Year 2018-19.

One of the major causes for which the Company has incurred losses on a consolidated basis is an additional provision of Rs 38,786.78 Lakhs (net of inter-company elimination) in Financial Year 2019-20 made against loans and investments by Religare Finvest Limited, wholly owned subsidiary of the Company and a settlement consideration of Rs. 17,000 Lakhs payable by the Company to Axis Bank Limited.

(ii) Standalone Performance

We recorded a ‘Loss After Exceptional Items and Before Tax of Rs. 31,016.33 Lakhs, for Financial Year 2019-20 as compared to ‘Loss After Exceptional Items and Before Tax of Rs. 14,611.22 Lakhs, for Financial Year 2018- 19. ‘Loss After Tax was Rs. 31,016.33 Lakhs for Financial Year 2019-20 as compared to ‘Loss After Tax of Rs. 14,611.22 Lakhs for Financial Year 2018-19. Total Comprehensive Income / (Loss) for the Financial Year 2019- 20 is Rs. (31,067.83) Lakhs as compared to Rs. (14,595.03) Lakhs in Financial Year 2018-19. Basic earnings per share decreased to Rs. (13.16) in Financial Year 2019-20 from Rs. (6.93) in Financial Year 2018-19.

(iii) Operating Performance of Businesses

In the Lending business, our subsidiary Religare Finvest Limited (“RFL”), which is focused primarily on lending to the SME segment, had total book size of Rs. 530,644 Lakhs out of which SME book constituted 52% and amounted to Rs. 277,486 Lakhs as at March 31, 2020 in accordance with Ind-AS. RFL has been under the Corrective Action Plan (“CAP”) of RBI vide its letter dated January 18, 2018 and has been prohibited from expansion of credit/investment portfolio other than investment in government securities and not to pay dividend. Therefore, RFL has focused its efforts on collections, recovery and correcting the asset liability mismatch in its books. During the year RFL paid a sum of Rs. 151,707 Lakhs to its lenders. RFL has approached its lenders with a revised Debt Resolution Plan to correct the asset liability mismatch in its business. Simultaneously efforts are also being made to raise necessary equity capital. RFL has already made provisions on its entire Corporate Loan Book of Rs. 203,670 Lakhs in previous years. RFL retains its presence across 20 branches across SME clusters in India alongwith its experienced SME focused management team. RFL is also actively pursuing legal and regulatory matters towards resolving all issues. RFL is taking necessary corrective actions and making all efforts to come out of the RBI CAP and resume normal business operations at the earliest.

RFLs subsidiary, Religare Housing Development Finance Corporation Limited (“RHDFCL”), which focuses on providing loans to the affordable housing segment, disbursed loans totaling Rs. 1,744 Lakhs during the year and the total book size stands at Rs. 60,317.64 Lakhs as on March 31, 2020 in accordance with Ind-AS. The total income and PAT after OCI for the financial year were respectively Rs. 10,184 Lakhs and Rs. 487 Lakhs. The current book consists of 71% of Affordable house loans followed with 24% of Loan against Property; the remaining 5% consists of builder loans. The average ticket size for the home loans has been Rs. 12.2 Lakhs. RHDFCL has a pan India presence with a network of 27 branches. RHDFCL has remained profitable in each year of its operations since it became a part of the Religare group.

Our Health Insurance business, Care Health Insurance Limited (Formerly known as Religare Health Insurance Company Limited) (“CHIL”) registered Gross Written Premium of Rs. 240,901 Lakhs during the Financial Year 2019-20, a growth of 31 % over the previous financial year and reported PBT of Rs. 6,589 Lakhs. As at March 31, 2020, CHIL has established a Pan-India distribution network of 150+ branches. It services over 750+ locations across the Country and has a hospital network of 10,000+ hospitals. It offers 21 products to cater to varied customer needs. CHIL follows a multi-product and multi-channel distribution strategy. Its products span across retail health, group health, travel insurance, etc. and it has a good channel mix consisting of agency, brokers, corporate agents, online and bancassurance.

The Retail Broking business, which comprises of Religare Broking Limited (“RBL”) and Religare Commodities Limited (“RCL”), reported consolidated revenue of Rs. 21,986 Lakhs for the financial year ended March 31,2020. RBL services more than one million unique customers and has presence in 400+ towns and cities across India.

RBL provides multi-platform options such as Branch, Web, App, Call n Trade to enhance customer convenience and ease. RBL also has Bancinvest partnerships with various banks like Induslnd Bank Limited, Andhra Bank, Bank of Maharashtra, Corporation Bank, Karur Vysya Bank Limited, South Indian Bank Limited, UCO Bank and Union Bank of India, etc. RCL won ‘Best Broking House - 2019 Bullion by MCX and RBL also won - NSE Market Achievers Awards 2019- Regional Retail Member of the Year- North - 2019. For better business synergy, the commodities broking business of RCL has been transferred to its holding company, RBL, as a ‘slump sale (as defined as per section 2 (42C) of the Income-tax Act, 1961) at a total cash consideration of Rs. 2,300 Lakhs with effective date of September 7, 2019.

CHANGE IN NATURE OF BUSINESS

During the year under review, there was no change in the nature of business of the Company.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Managements Discussion and Analysis Report for the year under review detailing economic scenario and outlook, as stipulated under Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI LODR Regulations”) is presented in a separate section and forms an integral part of this Report.

DIVIDEND AND RESERVES

Since there were losses during the period and no dividend was declared, no amounts were transferred to reserves.

The Company had formulated and approved a Dividend Distribution Policy (“the Policy”) pursuant to the requirement under the SEBI (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations, 2016 in its meeting held on October 26, 2016. Details of the same have been uploaded on the website of the Company and can be accessed through the link i.e. https://www.reliaare.com/pdf/Rel Dividend PolicvNov2016.pdf

However, the members may please note that the Reserve Bank of India (“RBI”) vide its letter dated April 5, 2019 has advised the Company to stop paying dividends till further orders from RBI and has continued that restriction vide its letter dated December 19, 2019.

SUBSIDIARIES & JOINT VENTURES

As at March 31, 2020, your Company has 25 direct and indirect subsidiaries. During the year under review, the businesses of the Company and its subsidiaries and changes, if any, have been explained elsewhere in this report and Managements Discussion and Analysis Report. In terms of Section 129(3) of the Companies Act, 2013 (“Act”), your Company has prepared a statement containing the salient features of the Financial Statements of our subsidiaries & joint ventures in the prescribed format AOC-1 which is attached to the Consolidated Financial Statements of the Company. The said statement contains a report on the performance and financial position of each of the subsidiaries and hence is not repeated here for the sake of brevity. Further, the details of major subsidiaries of the Company and their business operations during the year under review are covered in the Managements Discussion and Analysis Report.

As at March 31, 2020, your Company has 1 joint venture i.e. IBOF Investment Management Private Limited in which the Company holds 50% share capital.

Religare Finvest Limited (“RFL")

1. Capital Adequacy Ratio

The Capital to Risk Weighted Assets ratio (“CRAR”) of RFL as on March 31, 2020 is below the prescribed limit. Reserve Bank of India (“RBI”) vide its letter dated January 18, 2018 has advised RFL to adhere to corrective action plan (“CAP”) given by it. The said CAP, interalia, prohibits RFL from expansion of credit/investment portfolios other than investment in Government Securities and advices RFL not to pay dividend. In this regard, RFL is taking the necessary corrective measures as advised by RBI and will seek removal of CAP in the due course.

2. Corporate Loan Book

RFL has an exposure of Rs. 203,670 Lakhs as per financials as at March 31, 2020 towards the Corporate Loan Book. RBI has raised concerns in the past about the credit worthiness of the borrowers, credit appraisal and loan sanctioning mechanism followed by RFL in respect of this book. Based on the maturity dates of the loans, recovery steps instituted and the financial reports of the borrowers, RFL had, on a prudent basis, made full provision of Rs. 203,670 Lakhs during the previous years against this portfolio. Insolvency proceedings have been initiated before the Honble NCLT Delhi against the Borrowers forming a part of the Corporate Loan Book. RFL has filed petitions in Honble NCLT for recovery of corporate loans. Honble Supreme Court has stayed these proceedings in a hearing of the matter titled Daiichi Sankyo Company Limited vs. Oscar Investments Limited. RFL has filed application for intervention which has been allowed by the Supreme Court however, the application for vacation of stay is yet to be heard by the Court.

RFL had filed a criminal complaint on December 19, 2018 before the Economic Offence Wing (EOW), for various criminal actions committed by the erstwhile promoters and other associated persons/entities. The EOW filed its charge sheet on January 5, 2020 against various accused persons and entities. The Enforcement Directorate has suo-moto lodged an enforcement case under the Prevention of Money Laundering Act. The ED has filed its charge sheet on January 10, 2020 and cognizance has also been taken by the Court. The Company and RFL have also filed a complaint with CBI against various accused under various sections of Indian Penal Code, 1860.

3. Debt Resolution Plan

During the year ended March 31, 2020, RFL proposed its Debt Restructuring Plan (DRP) to the lenders with the cut-off date of April 1, 2019 in terms of RBI circular on Prudential Framework for Resolution of Stressed Assets dated June 7, 2019 to realign its debt with cash flows. The payments to lenders were being made in accordance with the proposed DRP. However, RBI did not accede to the RFLs request seeking approval for acquisition of control of RFL by TCG Advisory Services Private Limited (TCG) in the month of March 2020. During the same month, RFL also made a further payment of Rs. 83,708.26 Lakhs to its lenders. The total amount paid to lenders aggregates to Rs. 151,707 Lakhs (including Rs. 8,764 Lakhs lying with SBI) during the year ended March 31, 2020. Subsequent to the year end, RFL has submitted its revised DRP to the lenders and alongwith the Company is working towards its revival including discussions with potential investors. Accordingly, the financial statements of RFL have been prepared on Going Concern basis.

4. Matters related to Strategic Credit Capital Private Limited (“SCCPL”) and its Associates

(i) As disclosed in previous annual reports, during the year ended March 31, 2018, RFL entered into a settlement agreement with SCCPL and its associate companies for withdrawing various litigations against each other in respect of assignment of loans by RFL to SCCPL. RFL is pursuing recovery of Rs. 79,367.20 Lakhs (fully provided for) from SCCPL. Despite the settlement, SCCPL and its associates have filed a suit before the Honble District Court Saket seeking various reliefs and also seeking discharge of their obligations under the Settlement Agreement. The matter is sub-judice.

(ii) SCCPL & Participation Finance & Holdings (India) Pvt. Ltd. (PFH) have filed a commercial civil suit before Honble Delhi High Court against Lakshmi Vilas Bank (LVB), wherein they have arrayed the Company and other entities as party. SCCPL and PFH are seeking various reliefs in the petition against LVB and amongst other relief, a direction against the RFLs fixed deposits placed with LVB. An interim order dated February 22, 2018 was passed to maintain status quo regarding the Religare trademark as described in the Schedule of the Deed of Assignment. The Company has also filed application for rejection of plaint under order-VII Rule-11 and application u/s 340 Cr.PC against SCCPL for filing fabricated indemnification cum release agreement. Further, Loancore Servicing Solutions Pvt. Ltd. (Loancore) has filed substitution on behalf of SCCPL by way of assignment deed. Thereafter, SCCPL also moved an application u/o 39 R-1/2 of CPC seeking injunction against the Company & RFL, restraining them from selling lending business. The said application was disposed-off on August 9, 2019 in terms of order dated February 22, 2018. Now the case is listed for disposal of interim applications. The matter is sub-judice.

(iii) RFL has also filed insolvency proceedings against SCCPL and Perpetual Capital and Servicing Pvt. Ltd. (PCSPL). The matters are sub-judice.

(iv) RFL has also filed various complaints with EOW, New Delhi against, SCCPL, Mr. Francis Daniel Lee, Mr. Mohnish Mukkar and their associates for various offences including but not limited to cheating, misappropriation, forgery, criminal intimidation, extortion, criminal breach of trust, and criminal conspiracy against SCCPL and its associate entities & individuals.

5. Fixed Deposits with Lakshmi Vilas Bank

In continuation of disclosures made in previous year Annual Report in this regard, RFL had made certain Fixed Deposits (“FDs”) with Lakshmi Vilas Bank (“LVB”) in November 2016 and January 2017. LVB vide its letter dated February 07, 2018 had confirmed fixed deposits of Rs. 79,144.77 Lakhs to RFL. RFL received a letter dated February 9, 2018 from LVB purporting to allude to certain loans disbursed by LVB to third parties allegedly in consideration of security of the RFLs FDs with LVB. Vide RFLs letter dated February 16, 2018, LVB was expressly informed that not only RFL was not party to any loans that were allegedly sanctioned or granted by LVB to any third party, as also that no authorization, sanction or approval had ever been provided by RFL to LVB permitting the creation of any security or encumbrance of the FDs for any third party loans or borrowings. LVB was also forewarned that any attempt to subject the FDs to illegal encumbrance would not only be violative of RFLs rights, but also constitute deliberate contempt by LVB of the Order dated January 5, 2018 passed by the Honble Delhi High Court, a copy of which was served on LVB vide Legal notice dated February 16, 2018. While things stood thus, RFL came to be in receipt of a copy of the letter dated April 24, 2018 addressed by LVB to the statutory auditors of RFL that LVB had “closed the said deposits on February 20, 2018 to liquidate the loans availed by third parties. This was contrary to the confirmation received by the Statutory Auditors in November 2017 via email confirming the fixed deposits. RFL at no point in time, instructed, authorized or consented to the liquidation of the fixed deposits or the adjustment thereof against loans availed of by any third parties or the creation of any encumbrance on the fixed deposits, whether by way of a lien, security, charge or pledge in connection with the loans availed of by any third parties.

RFL had filed a suit for recovery of Fixed Deposits amounting to Rs 79,145 Lakhs misappropriated by LVB on May 31,

2018 before the Honble Delhi High Court that passed interim Orders directing that status quo be maintained in respect of RFLs current account maintained with LVB. Further, State Bank of India and SCCPL alongwith its associates have filed application for impleadment in the said suit.

Apart from civil suit for recovery, RFL had also filed a criminal complaint against LVB and others on May 15, 2019 with Economic Offences Wing, Delhi (EOW). The EOW has registered a FIR bearing no. 189 of 2019 dated September 23,

2019 against LVB & Ors. for committing offence of criminal breach of trust and criminal conspiracy. RFL has also placed on record, the FIR lodged by it against LVB & ors.

The EOW has filed its charge sheet on March 23, 2020, cognizance on which is yet to be taken by the Court.

The matter is sub-judice. Also, the Enforcement Directorate has lodged an ECIR on the basis of the FIR lodged by EOW.

MAJOR EVENTS

• Re-classification of Promoters and Promoters Group

With respect to the Companys application with stock exchanges for re-classification of existing Promoters and Promoters Group, the stock exchanges vide communication dated March 13, 2020 advised the Company to re-initiate the process of re-classification based on the request letters dated June 07, 2018 and August 08, 2018 earlier received from Promoters/ Promoters Group in the year 2018.

The Board of Directors accordingly through a resolution passed by circulation on April 11, 2020 has again considered the request dated June 07, 2018 and August 08, 2018 of Promoters and Promoter Groups alongwith the Companys communication dated March 16, 2020 to Promoters and Promoters Group for re-classification into the Public Shareholder category and accordingly approved the proposal for the “re-classification of Promoters and Promoters Group into the Public Shareholder” in terms of amended Listing Regulations. The shareholders of the Company have approved the matter through Postal Ballot on July 23, 2020, the results of which were submitted on July 24, 2020. However, the Company vide email dated July 23, 2020 has received a communication from Counsel of Mr. Shivinder Mohan Singh (One of the Promoters) stating that Mr. Shivinder Mohan Singh withdraws the request for re-classification from ‘Promoters /Promoters Group to ‘Public Category. However, as intimated to Stock Exchanges vide its announcement dated July 24, 2020 with detailed note, the Company is committed to disassociate itself from promoters of the Company at the earliest to instill the confidence in various stakeholders of Religare group. The Company has also intimated its stand to Mr. Shivinder Mohan Singh vide its response dated July 24, 2020. The Company has also submitted the application for re-classification of Promoters / Promoters Group with the stock exchanges on July 31, 2020 which is pending for approval as on date.

• Conversion of Warrants

Out of the total 111,497,914 convertible warrants issued by the Company to 38 resident Indian subscribers on April 19, 2018, the Company received Rs. 16,154.98 Lakhs in October 2019 as balance 75% consideration towards the conversion option exercised by the few remaining outstanding warrant holders.

The last date of conversion ofwarrants was October 18, 2019. Certain warrant holders holding 31,825,010 warrants have not exercised their options to convert these warrants and the Company has not received the balance 75% amount for these 31,825,010 warrants. Accordingly, in terms of Regulation 169(3) of SEBI ICDR Regulations, 2018, 25% consideration (amounting Rs. 4,161.12 Lakhs) paid against these 31,825,010 warrants stood forfeited and transferred to Capital Reserve Account.

The Company had fully utilized the funds received from the warrant holders as per the Objects stated in the Explanatory Statement to the Notice dated February 19, 2018 sent to shareholders of the Company. There were no unutilized funds under the same as on March 31, 2020. The details of utilization of funds received from preferential issue ofwarrants are disclosed in the notes to the Financial Statements.

• Composite Scheme of Arrangement

On December 18, 2019, the Board of Directors of the Company approved, subject to requisite approvals, the draft Scheme of Amalgamation (“Scheme”) that is designed to simplify the Group corporate structure. In terms of the Scheme, four (4) direct/indirect wholly owned subsidiaries of the Company namely, Religare Comtrade Limited, Religare Insurance Limited, Religare Advisors Limited and Religare Business Solutions Limited will merge with/into the Company subject to terms and conditions as provided in the Scheme. Further, the earlier Scheme approved by the Board on May 23, 2019 was withdrawn accordingly.

The Scheme is in continuation of the steps the Company has taken in the past to simplify the structure and has the following rationale:

• No active business has been carried on by the Transferor Companies. Further, as on date, all liabilities owed by the Transferor Companies are payable to the group entities which are ultimately consolidated into the Transferee Company. Considering the present economic environment, consolidation of the said entities is envisaged through this Scheme.

• The Scheme will also result in simplification of holding structure, thereby resulting in reduction in multiplicity of legal and regulatory compliances, reduction of costs and pooling of common resources.

• The Scheme will also facilitate the Transferee Company to meet obligations of the Transferor Companies.

The Scheme has been filed with the Honble NCLT on October 31, 2020.

• Termination of Share Purchase Agreement for divestment of Lending Business

The Company entered into a Share Purchase Agreement on October 1, 2019 with TCG Advisory Services Private Limited (“TCG”), Religare Finvest Limited (“RFL”) and Religare Housing Development Finance Corporation Limited (“RHDFCL”), to divest its entire stake in RFL and consequent divestment of RHDFCL to TCG or any of its affiliates. The transaction was subject to necessary statutory and regulatory approvals and fulfillment of other conditions precedent. The Long Stop Date for the transaction as mutually agreed between the parties was March 20, 2020.

However, RBI vide its letter dated March 20, 2020 addressed to RFL, has informed that the request seeking approval of acquisition of RFL by TCG from REL cannot be acceded to. As the Long Stop Date of March 20, 2020 expired without satisfaction of all the Conditions Precedents (CPs) and closing of the transaction as stipulated in the SPA did not occur on or prior to the Long Stop Date i.e. March 20, 2020, the aforesaid SPA stands terminated. RBI has further advised RFL to submit a revised proposal for revival of RFL.

RFL has since submitted the revised Debt Resolution Plan (DRP) with the lenders which is under their active consideration for revival of RFL.

• Divestment of partial stake in Health Insurance Business

During the year under review, the Company has entered into the definitive agreements (Share Subscription and Share Purchase Agreement and Shareholders Agreement) on February 06, 2020 with M/s. Kedaara Capital Fund II LLP and M/s. Trishikhar Ventures LLP (jointly referred as ‘Kedaara ) for divestment of part of its stake in Religare Health Insurance Limited (name changed to Care Health Insurance Limited w.e.f. August 19, 2020) (“CHIL”).

Pursuant to same, the Company has divested part of its investment in CHIL, a subsidiary company on June 02, 2020 to Kedaara. The total investment made by Kedaara to acquire shares of CHIL is Rs. 56,730.54 Lakhs which comprises of primary capital infusion of Rs. 30,000 Lakhs in CHIL and Rs. 26,730.54 Lakhs for the purchase of its shares from existing shareholders of CHIL, including purchase of 6.39% stake from the Company against a consideration of Rs. 20,000 Lakhs. The Company currently holds 71.84% stake in CHIL.

• Settlement with Axis Bank Limited

In relation to order dated March 21, 2018 passed by Honble Debt Recovery Tribunal -II, New Delhi (DRT - II) in the Original Application filed by Axis Bank Ltd. (“OA”) apart from other parties, the Company, Religare Capital Markets Ltd (“RCML”), and Religare Capital Markets International (Mauritius) Limited (“RCMIML”), were made parties for recovery of Rs. 31,293.93 Lakhs in relation to a loan facility obtained by RCMIML from Axis Bank which was, inter alia, secured by personal guarantees executed by Mr. Malvinder Mohan Singh and Mr. Shivinder Mohan Singh and certain other securities provided to Axis Bank. The Company has not provided any guarantee/security in relation to the facility obtained by RCMIML from Axis Bank. In the matter, in view of the full and final payment made by the Company to Axis Bank in terms of the Consent Agreement dated October 01, 2019 entered into amongst the Company, RCML, RCMIML and Axis Bank, the Honble Tribunal vide its order dated July 13, 2020 has deleted REL, RCML and RCMIML from the array of parties and Interim orders passed on March 21, 2018 and August 26, 2019 against REL, RCML and RCMIML stand vacated. In accordance with the Consent Agreement, a payment of Rs. 17,000 Lakhs has been made by the Company to Axis Bank.

• Settlement with Private Equity shareholders of Religare Finvest Limited

On February 11, 2020, the Company, entered into Share Purchase Agreements (“SPA”) for acquisition of 3,76,41,204 equity shares of RFL constituting 14.36% shareholding of RFL from Resurgence PE Investments Limited (formerly known as Avigo PE Investments Limited) (“Resurgence”) and NYLIM Jacob Balias India Fund III, LLC (“Jacob Balias”) (‘Investors). Further, a Consent Term Agreement had been entered amongst the parties whereby the parties had agreed to amicably settle all the existing disputes initiated by the Investors against the Company and RFL in accordance with the terms set out therein.

Accordingly, in terms of the SPA, 14.36% stake of RFL was acquired from the Investors for a consideration of Rs. 4,705 lakhs and RFL became a wholly owned subsidiary of the Company on February 28, 2020. Furtherthe put option exercised by the investors in 2016 has been amicably settled for a consideration of Rs. 895 lakhs.

REGULATORY UPDATES Reserve Bank of India (“RBI”)

RBI conducted an inspection of the Company under section 45N of the Reserve Bank of India Act, 1934 in the month of July 2019 for the financial position as on March 31,2019. The Company has suitably submitted the reply/compliance on the Supervisory Concerns / Advisory Letter issued by RBI in December 2019 pursuant to said inspection.

In the Supervisory Concerns / Advisory Letter dated December 19, 2019, RBI has advised the Company to continue to be debarred from declaring the dividends.

Securities and Exchange Board of India (“SEBI”)

(a) In connection with the ongoing investigation of the Company/REL initiated by SEBI in February 2018, an interim ex-parte order was passed by the SEBI on March 14, 2019 (“Order”) read with the corrigendum dated April 18, 2019, as a remedial action, pending detailed investigation of the matter.

In response to the SEBI Order, various representations and submissions were made by Religare group companies in writing and also during the personal hearings granted by SEBI in the said matter. SEBI has considered the submissions made by them and passed a Confirmatory Order dated September 11, 2019 which records the submissions and modifies the directions issued earlier. The relevant modifications in the Confirmatory Order are provided below:

(i) REL and RFL (i.e. Noticee nos. 1 & 2) shall continue with the steps to recall the loans, amounting to Rs. 2065.09 Crores (approx.), extended, either directly or indirectly, to the Noticee nos. 5 to 17 and 19 to 25 (viz. Platinum Infrastructure Pvt. Ltd, Ad Advertising Pvt. Ltd, Artifice Properties Pvt. Ltd, Best Health Management Pvt. Ltd, Devera Developers Pvt. Ltd, Vitoba Realtors Pvt. Ltd, Fern Healthcare Pvt. Ltd, Modland Wears Pvt. Ltd, Rosestar Marketing Pvt. Ltd, Star Artworks Pvt. Ltd, Tripoli Investment & Trading Co, Volga Management and Consultancy Pvt. Ltd, Zolton Properties Pvt. Ltd, RHC Holding Pvt. Ltd , Ranchem Pvt. Ltd , ANR Securities, Shivi Holdings Pvt. Ltd, Malav Holdings Pvt. Ltd, Shri Malvinder Mohan Singh and Shri Shivinder Mohan Singh), alongwith due interest.

(ii) The Noticee nos. 5 to 17 and 19 to 25 shall, pending completion of the investigation and till further orders, not dispose of or alienate any of their assets or divert any funds, except for meeting expenses of day-to-day business operations, without the prior permission of SEBI.

(Hi) The directions contained in para 10(ii) of the Interim Order in respect of the Noticee no. 4 (Bharat Road Network Limited) and the Noticee no. 18 (Religare Comtrade Limited)stand revoked.

(iv) The Noticee nos. 24 and 25 (viz. Shri Malvinder Mohan Singh and Shri Shivinder Mohan Singh) shall not associate themselves with the affairs of REL and RFL, in any manner whatsoever, till further directions.

The Company and its subsidiary RFL have been cooperating in the aforesaid investigation and have been providing the requisite information / documents from time to time and making necessary submissions with SEBI.

(b) In the matters of interim ex-parte Order passed by SEBI on October 17, 2018, read with Confirmatory Order dated March 19, 2019 and modified directions dated June 28, 2019 in the matter of Fortis Healthcare Limited (“FHL”) (“SEBI Order”) an appeal was preferred by Religare Finvest Limited (“RFL”), subsidiary company of REL, against the SEBI Order. After hearing the parties, the Securities Appellate Tribunal (“SAT”) has passed an Order dated January 29, 2020 quashing and setting aside the SEBI Order qua RFL. The SAT has remitted the matter to Whole-time Member (“WTM”) of SEBI for passing fresh order, if they so desire after giving an opportunity of hearing to RFL.

SAT has further directed RFL to maintain its assets worth Rs. 200 crores for a period of three months from the SAT Order. If the WTM is unable to pass any Order within the said period, this limited restraint order passed by the SAT will come to an end. However, due to Covid-19 outbreak, the Honble Supreme Court has taken suo-moto cognizance and excluded the lockdown period from the limitation till further orders.

In the said matter, Fortis Hospitals Ltd. has filed a suit for recovery from RFL & Ors. on the basis the SEBI Order dated October 17, 2018 and confirmatory Order March 19, 2019. The matter is sub-judice.

Serious Fraud Investigation Office (“SFIO”)

In the matter of ongoing investigation of the Company initiated by SFIO in February 2018, as ordered by Ministry of Corporate Affairs, Government of India, the Company has been cooperating in the aforesaid investigation and has been providing the requisite information / documents from time to time.

LEGAL UPDATES

a. Cancellation of allotment of 2,50,00,000 Preference Shares issued to RHC Finance Pvt. Ltd.

The Company has filed a petition before Honble NCLT, Delhi under Section 55 read with Section 59 and other applicable provisions of the Companies Act, 2013 seeking rectification of register of members of the Company. The said petition is filed with the prayer to order declaring that the allotment of 2,50,00,000 0.001 % Non-Convertible Redeemable Preference Shares issued by the Company to RHC Finance Private Limited on August 30, 2016 as void ab initio and /or otherwise unlawful, and to consequently cancel the said allotment. The matter is sub-judice.

b. Redemption of 15,00,000 preference shares

In the matter of Daiichi Sankyo Company Limited vs. Malvinder Mohan Singh & Others (Petition O.M.P. (EFA) (COMM) NO. 6 OF 2016), an interim application has been filed by the Company disputing its liability as a garnishee. The Company has not redeemed 15,00,000 preference shares due for redemption on October 31, 2018 and disputed the liability stating the transaction to be an illegal one. The Honble High Court of Delhi remarked that it expected REL to file a complaint with the concerned Police Station. Accordingly, in compliance thereof, REL has filed an affidavit disclosing names of persons who were on Board of Directors at relevant times and has also filed a criminal complaint on March 22, 2019 with the Economic Offences Wing, Delhi Police (EOW) for various offences under the Indian Penal Code, 1860 w.r.t transactions relating to issuance and redemption of Preference Shares. The Complaint is filed with the EOW. Investigating Officer is assigned in the matter and notice is issued to the accused. The Company has been served with warrants of attachment as Garnishee, which is being contested / challenged. In Supreme Court there are the contempt proceedings against the Singh Brothers for allegedly violating Delhi High Court orders and selling their stake in Fortis Healthcare Limited. Honble Supreme Court of India has stayed the proceeding which was pending before the NCLT, New Delhi for passing order on admission hearing of insolvency petitions. Now, RFL, REL and RCTL are impleaded as a party in the said proceedings.

The term sheet signed by the Company provides a Redemption Event that “holders of the Preference Shares, may have the option to subscribe to equity shares in REL though preferential allotment worth the Due Amount subject to approval of the shareholders at the time if required and subject to compliance with SEBI regulations and other applicable law.”

c. Petition against the Company under Insolvency and Bankruptcy Code, 2016

Loancore Servicing Solutions Pvt. Ltd. (Loancore) has allegedly filed as operational creditor to initiate corporate insolvency resolution process (“CIRP”) under Section 9 of the Insolvency and Bankruptcy Code, 2016 (“IBC”) read with rule 6 of the Insolvency and Bankruptcy (Application to Adjudicating Authority ) Rule, 2016 on the basis of the Penalty Fee Agreement of Rs. 125 Crore approx. As per the Companys understanding said petition is not maintainable on grounds: (a) the Company is in financial services sector and hence can be referred to CIRP under IBC only by RBI; (b) There is no as such Penalty Fee Agreement with Loancore approved by the Board of Directors of the Company ever.

d. Petition for rectification of Register of Members of the Company

Loancore Servicing Solutions Pvt. Limited has filed a petition with the Honble NCLT, Delhi under Sections 58 and 59 of the Companies Act, 2013 seeking rectification of Register of Members of the Company. The Company is contesting the same on maintainability of the petition. The matter is currently sub-judice. The Board and management strongly believe that this is a frivolous petition by Loancore and the Company will strongly defend the case.

e. Promoter Indemnity Agreement

In the matter of Malvinder Mohan Singh vs. Religare Enterprises Limited & Ors., in Honble Delhi High Court, Malvinder Mohan Singh has filed Suit for declaration thatthe termination of Indemnification cum Release Agreement dated November 14, 2017 (“Indemnity”) issued by the Company is unlawful. The new Board had cancelled the Indemnity on September 02, 2018. No notice is issued on the said Petition. The Company has raised objections regarding maintainability of suit. The matter is sub-judice.

f. Petition by Finvserve Shared Services Limited (“FSSL”)

FSSL has filed a petition against the Company under Section 11 of the Arbitration and Conciliation Act, 1996 for appointment of the Arbitral Tribunal alleging that the Company had executed a Master Services Agreement dated 09.11.2011 (“MSA”) with FSSL to centralize the costs of REL by the creation of a separate entity which would provide corporate services to REL and its subsidiaries which would also facilitate the reduction of the overall costs of REL and its subsidiaries and persuaded RHC Holding Pvt Ltd. (“RHC”) to make an investment of Rs. 83,900 Lakhs in FSSL, by way of equity, preference and debt. The matter is sub-judice.

g. Non-redemption of preference shares by Religare Capital Markets Limited (“RCML”)

RHC has filed has filed a petition against RCML under Section 11 of the Arbitration and Conciliation Act, 1996 for appointment of the Arbitral Tribunal demanding the payment of its investment amount in the preference share capital of RCML of Rs. 52,447 Lakhs along with premium of Rs. 53,841 Lakhs which has been due for redemption but not redeemed by RCML due to losses. The Company has also been arrayed as party to the said petition. The matter is sub-judice.

EQUITY SHARE CAPITAL

The current Authorized Share Capital of the Company is Rs. 816,45,00,000/- (Rupees Eight Hundred Sixteen Crores Forty Five Lakhs only) divided into 65,44,50,000 (Sixty Five Crores Forty Four Lakhs and Fifty Thousand) Equity Shares of Rs. 10/- (Rupees Ten only) each and 16,20,00,000 (Sixteen Crores Twenty Lakhs) Redeemable Preference Shares of Rs. 10/- (Rupees Ten only) each.

During the year under review, the issued, subscribed and paid up equity share capital of the Company was increased from Rs. 216,94,27,330 (Rupees Two Hundred Sixteen Crores Ninety Four Lakhs Twenty Seven Thousand Three Hundred and Thirty only) consisting of 21,69,42,733 (Twenty One Crores Sixty Nine Lakhs Forty Two Thousand Seven Hundred and Thirty Three only) equity shares of Rs. 10/- (Rupees Ten only) each to Rs. 258,12,81,520 (Rupees Two Hundred Fifty Eight Crores Twelve Lakhs Eighty One Thousand Five Hundred and Twenty only) consisting of 25,81,28,152 (Twenty Five Crores Eighty One Lakhs Twenty Eight Thousand One Hundred and Fifty Two only) equity shares of Rs. 10/- (Rupees Ten only) each.

The issued, subscribed and paid up equity share capital as on March 31,2020 is Rs. 258,12,81,520/-.

Post March 31,2020, the Company allotted 7,97,000 Equity Shares of face value of Rs. 101- each at exercise price of Rs. 29.43 each pursuantto exercise of stock options granted underthe Religare Enterprises Limited Employee Stock Option Plan 2019. Pursuant to the said allotment, the issued, subscribed and paid up equity capital of the Company stands increased from Rs. 258,12,81,520/- divided into 25,81,28,152 equity shares of Rs. 10/- each to Rs. 258,92,51,520/- divided into 25,89,25,152 equity shares of Rs. 10/- each.

PREFERENCE SHARE CAPITAL

The Company has two types of Preference shares outstanding as on date comprising 15 lakhs 13.66% Cumulative Non-Convertible Redeemable Preference Shares of Rs. 10/- each issued in 2008 (2008 Preference Shares) and 2.5 crores 0.01% Non-Cumulative Non-Convertible Redeemable Preference Shares of Rs. 10/- each issued in 2016 (2016 Preference Shares).

The Company did not redeem the 2008 Preference Shares on due date of October 31,2018 basis the interim application filed before the Honble High Court of Delhi praying among other reliefs for the stay of redemption pending the outcome of investigations into the affairs of the Company and its subsidiaries already initiated by SEBI and SFIO.

Further, due to non-payment of dividend by the Company continuously for two years on 2016 Preference Shares, the holder of these shares are entitled for voting rights of approx. 8.81% on the total voting capital of the Company. The Company has also not paid dividend on 2008 Preference Shares but the Company has a letter dated August 20, 2012 from then holder of these shares irrevocably and unconditionally waiving off the voting rights on 2008 Preference Shares.

The Company has filed the petition before the Honble National Company Law Tribunal, New Delhi Bench on June 14, 2019 seeking rectification of Register of Members of the Company by cancellation of 2016 Preference Shares and any other appropriate reliefs, including interim relief with respect to freezing of voting rights and dividend rights attached to the said 2016 Preference Shares. The matter is sub judice.

NON-CONVERTIBLE DEBENTURES

There are no outstanding non-convertible debentures as on date.

PUBLIC DEPOSITS

Your Company has neither invited nor accepted any deposits from public within the meaning of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014 during the period under review.

ANNUAL RETURN

As per the requirements of Section 92(3) of the Companies Act, 2013 read with Rules framed thereunder, the Annual Return extract in prescribed Form No MGT 9 is being uploaded on website of the Company and can be accessed through the link https://www.reliaare.com/Annual-Returns.aspx

CAPITAL REQUIREMENTS

Your Company is registered with the Reserve Bank of India (“RBI”)1 as a Non-Deposit Taking Systemically Important Core Investment Company (“CIC-ND-SI”) vide Certificate No. N-14.03222 dated June 03, 2014. In terms of the RBI Notification dated August 13, 2020, the CIC-ND-SI will henceforth be termed as Core Investment Company. The Company primarily functions as an investment holding company with more than 90% of its total assets consisting of investments in shares of subsidiary companies/joint venture companies.

As a Core Investment Company, the Company is required to -

a. maintain minimum Adjusted Net Worth of 30% of its aggregate risk weighted assets on balance sheet and risk adjusted value of off-balance sheet items as on the date of the last audited balance sheet as at the end of the financial year; and

b. restrict the outside liabilities up to 2.5 times of its Adjusted Net Worth as on the date of the last audited balance sheet as at the end of the financial year.

The Company is in compliance with the abovementioned requirements as at March 31,2020.

RELIGARE EMPLOYEES STOCK OPTION SCHEMES

Nomination and Remuneration Committee (“Committee”) of the Board of Directors of the Company, inter alia, administers and monitors the Employees Stock Option Schemes of the Company in accordance with the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 (erstwhile Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999) (‘the SEBI ESOP Regulations).

During the year under review, the Committee granted 17,225,000 stock options under the “Religare Enterprises Limited Employees Stock Option Plan 2019” and further 11,500,000 stock options were granted after the close of the FY 2020 till the date of this Report.

Details as required under the SEBI ESOP Regulations, for Religare Employees Stock Option Scheme 2010, Religare Employees Stock Option Scheme 2012 and Religare Employees Stock Option Plan 2019 have been uploaded on the website of the Company and can be accessed through the link https://www.religare.com/Employee-Stock-Option- Schemes.aspx

1 RBI Disclaimer: (a) Reserve Bank of India does not accept any responsibility or guarantee about the present position as to the financial soundness of the company or for the correctness of any of the statements or representations made or opinions expressed by the company and for discharge of liability by the company; (b) Neither is there any provision in law to keep, nor does the company keep any part of the deposits with the Reserve Bank and by issuing the Certificate of Registration to the company the Reserve Bank neither accepts any responsibility nor guarantee for the payment of the public funds to any person/ body corporate.

There is no other material change in the ESOP schemes of the Company during the year.

Certificate from the Auditors confirming that schemes have been implemented in accordance with the SEBI ESOP Regulations will be placed at the forthcoming Annual General Meeting (AGM) of the Company for inspection by the members.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

All Independent Directors (IDs) have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16 of SEBI LODR Regulations. All the IDs of the Company have registered their names with the data bank of IDs maintained by the Institute of Corporate Affairs (IICA). Further, in terms of Regulation 25(8) of the SEBI LODR Regulations, the Independent Directors have confirmed that they are not aware of any circumstances or situation which exist or may be anticipated, that could impair or impact their ability to discharge their duties. Further, in the opinion of the Board, Independent Directors qualify the criteria of Independent Director as mentioned in the Act and SEBI LODR Regulations and are independent of the management.

Further, all the Directors of the Company have confirmed that they satisfy the “fit & proper” criteria as prescribed in the Directors Fit & Proper Policy of the Company.

Following changes occurred in the directorships / key managerial positions (KMP) of the Company during the FY 2019-20:

Name of Director Particulars of Change (Appointment / Resignation/Others) Effective Date of change
1 Dr. Rashmi Saluja Designated as Non-Executive Independent Chairperson of the Company June 19, 2019
Designated as Executive Chairperson & KMP of the Company on receipt of approval of the RBI February 26, 2020
2 Mr. Siddharth Dinesh Mehta Appointed as Non-Executive Non-Independent Director upon receipt of approval of the RBI July 30, 2019
Designated as Non-Executive Non-Independent Vice Chairperson of the Company August 08, 2019
3. Mr. Gurvinder Singh Juneja Appointed as CFO and designated as KMP April 23, 2019
Resigned as CFO and ceased to be KMP August 08, 2019
4. Mr. Milind Narendra Patel Resigned as Group CEO and ceased to be KMP July 19, 2019
5. Mr. Ashish Tyagi Appointed as Interim CFO and designated as KMP August 08, 2019
Resigned as Interim CFO and ceased to be KMP September 09, 2019
6 Mr. Nitin Aggarwal Appointed as Group CFO and designated as KMP September 09, 2019

No Independent Director was appointed or resigned during the year.

In terms of Section 203 of the Act, following are the KMPs of the Company as on March 31,2020:

1. Dr. Rashmi Saluja, Executive Chairperson

2. Mr. Nitin Aggarwal, Group Chief Financial Officer

3. Ms. Reena Jayara, Company Secretary

In accordance with the provisions of the Companies Act, 2013 and Regulation 36 of the Listing Regulations, Mr. Siddharth Dinesh Mehta (DIN: 02665407), retires at the ensuing Annual General Meeting (AGM), and being eligible offers himself for re-appointment. The brief resume and other details relating to the director, who is to be re-appointed as stipulated under Regulation 36(3) of the SEBI LODR Regulations and Secretarial Standards issued by ICSI, are furnished in the Notice of the ensuing AGM. The Board of Directors recommend the re-appointment of the Director liable to retire by rotation at the ensuing AGM.

BOARD EVALUATION

Pursuant to the provisions of the Act and SEBI LODR Regulations, the Board is required to carry out an annual performance evaluation of its own performance, the performance of the directors individually as well as the evaluation of the working of its Committees.

The performance evaluation of the members of the Board, the Board level Committees and Board as a whole was carried out on July 27 & July 28, 2020 as per the Board Evaluation Policy of the Company. The manner in which evaluation has been carried out and criteria of evaluation has been explained in the Corporate Governance Report.

REMUNERATION POLICY

Remuneration Policy formed by the Board on the recommendation of the Nomination and Remuneration Committee is in place for selection and appointment of Directors, Key Managerial Personnel and their remuneration as well as policy on other employees remuneration. The Remuneration Policy is stated in the Corporate Governance Report. The relevant Policy(ies) have been uploaded on the website of the Company and can be accessed through the link https://www.religare.com/Policies.aspx

BOARD/COMMITTEE COMPOSITION AND MEETINGS

A calendar of meetings is prepared and circulated in advance to the Directors. The details of composition of Board and Committees and their meetings held during the year are given in the Corporate Governance Report which forms integral part of this Report. The intervening gap between the Meetings was within the period prescribed under the Act and the SEBI LODR Regulations.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

In compliance with Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company has established a Corporate Social Responsibility (“CSR”) Committee. The CSR Committee has formulated and recommended to the Board, a CSR Policy indicating the activities to be undertaken by the Company, which has been approved by the Board. The strategic intent was to adopt a unified cause across the Religare Group and hence the CSR policy and program to be supported has been cascaded across all Group entities.

Annual Report on CSR in the format prescribed in Companies (Corporate Social Responsibility Policy) Rules, 2014 is attached as “Annexure A”.

AWARDS & RATINGS

Following awards and recognitions were received by the subsidiaries of the Company during the period under review- AWARDS

• Care Health Insurance Limited (formerly Religare Health Insurance Company Limited):

i. Adjudged the ‘Best Health Insurance Company at the Emerging Asia Insurance Awards, 2019.

ii. Conferred the ‘Best Medical/Health Insurance Product Award at the FICCI Healthcare Excellence Awards, 2019.

• Religare Broking Limited:

i. NSE Market Achievers Awards 2019- Regional Retail Member of the Year-North - 2019

• Religare Commodities Limited:

i. Best Broking House - Bullion by MCX - 2019

• Religare Finvest Limited

i. National Best Employer Brand- 2019, awarded by the ET Now World HRD Congress.

RATINGS

The Company had no ratings during the year under review as there were no outstanding facility(ies) which requires the Company to have any rating.

LISTING ON STOCK EXCHANGES

The Equity Shares of the Company are listed on National Stock Exchange of India Limited and BSE Limited. The annual listing fees for the year 2020-21 have been paid to both the Stock Exchanges.

STATUTORY DISCLOSURES

None of the Directors of your Company is disqualified as per provision of section 164(2) of the Act. The Directors of the Company have made necessary disclosures, as required under various provisions of the Act and the SEBI LODR Regulations.

CONSOLIDATED FINANCIAL STATEMENTS

As required under the Regulation 34 of SEBI LODR Regulations and Section 129(3) of the Act, consolidated financial statements of the Company and its subsidiaries are attached to the Annual Report. The consolidated financial statements have been prepared in accordance with Indian Accounting Standard Ind AS-103, “Business Combination” and Ind AS- 110 “Consolidated Financial Statements” issued by The Institute of Chartered Accountants of India and notified by the MCA. The audited consolidated financial statements together with Auditors Report form part of the Annual Report.

Though, the Company holds 100% equity share capital in Religare Capital Markets Limited (“RCML”), however in the present scenario controlling through voting rights of RCML is not there with the Company. Beside this, the tripartite agreement entered into, in financial year 2011-12, between REL, RCML and RHC Holding Private Limited (“RHCHPL”), a promoter group company for providing financial support to RCML by RHCHPL (by subscribing Preference Shares of RCML) severe long term restrictions and significant restrictive covenants on major decision making at RCML were imposed by the holder of preference shares. Accordingly in view of the above, the financial statements of RCML and its subsidiaries have been excluded from the consolidated financial statements of the Company w.e.f. October 01,2011, in accordance with applicable accounting standards. The Company has already provided fully for the entire investment made by it into RCML in previous years.

The Consolidated Financial Statements presented by your Company, including financial information of all its subsidiaries, excluding RCML and RCMLs subsidiaries, have been duly audited by the Statutory Auditors and the same is published in your Companys Annual Report.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

Even though operations of the Company are not energy intensive, the management has been highly conscious of the importance of conservation of energy and technology absorption at all operational levels and efforts are made in this direction on a continuous basis. In view of the nature of activities which are being carried on by the Company, the particulars as prescribed under Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 regarding conservation of energy and technology absorption are not applicable to the Company and hence have not been provided.

FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company has incurred expenditure of Rs. 1.08 Lakhs (previous year: Rs. 43.86 Lakhs) in foreign exchange and earned Nil (previous year: Nil) in foreign exchange during the year under review on a standalone basis.

MAINTAINANCE OF COST RECORDS

The Company is in the financial services industry. In view of the nature of activities which are being carried on by the Company, the maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Act is not applicable on the Company and hence such accounts and records are not maintained.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

No amount was required to be transferred by the Company to the Investor Education and Protection Fund during the financial year under reporting.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of their knowledge and ability, confirm that:

(a) in the preparation of the annual financial statements for the year ended March 31, 2020, the applicable accounting standards have been followed alongwith proper explanation relating to material departures;

(b) they 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 the Company at the end of the financial year and of the loss of the Company for that period;

(c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) they have prepared the annual accounts on a going concern basis;

(e) they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively; and

(f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

CORPORATE GOVERNANCE

The Company is committed to uphold high standards of Corporate Governance and adhere to the requirements set out by the Securities and Exchange Board of India.

A detailed report on Corporate Governance alongwith the Certificate of M/s Sanjay Grover & Associates, Company Secretaries regarding compliance with conditions of Corporate Governance as stipulated in Part C of Schedule V of the SEBI LODR Regulations and a certificate from a Practicing Company Secretary that none of the directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as directors of companies by Board / Ministry of Corporate Affairs or any such statutory authority forms integral part of this Report.

AUDITORS

M/s S.S. Kothari Mehta & Co., Chartered Accountants, (Firm Registration No. 000756N), were appointed as statutory auditors of the Company by the shareholders at the 33rd Annual general Meeting of the Company (“AGM”) held on September21,2017, to hold office for a period of five consecutive years commencing from the financial year 2017-18 i.e. from the conclusion of 33rd AGM until the conclusion of the 38th AGM to be held in the year 2022 (subject to the ratification of appointment at every AGM as per provisions of Section 139(1) of the Act).

However, in accordance with the Companies Amendment Act, 2017, enforced on May 07, 2018 by Ministry of Corporate Affairs, the appointment of Statutory Auditors is not required to be ratified at every Annual General Meeting.

AUDITORS REPORT

The Reports given by the Auditors on the financial statements of the Company form part of the Annual Report.

There is no qualification in the Auditors Report on the standalone financial statements for the financial year ended March 31,2020. The Management response on the Statutory Auditors Qualifications on the Companys consolidated financial statements for the financial year ended March 31,2020 is as below.

Managements response on the Statutory Auditors Qualification on the Companys consolidated financial statements:

1. Qualification pertaining to Lakshmi Vilas Bank adjusting the fixed deposits of Religare Finvest Ltd., subsidiary of the Company (RFL): RFL had filed a suit before the Honble Delhi High Court for recovery of amounts misappropriated by the Lakshmi Vilas Bank (“LVB”) placed as Fixed Deposits with it on May 31, 2018. The Honble High Court has reserved order on the interim application filed by RFL maintaining status quo order qua the FDs on April 12, 2019.

Thereafter, RFL has filed application for amendment of pleadings on which notice is issued to LVB and LVB has filed reply to the same. Order on Interim Application is reserved by the Honble Court. RFL has also filed a criminal complaint on May 15, 2019 before the Economic Offence Wing (EOW) and an FIR has been registered. EOW has filed its charge sheet before the Ld. CMM, Saket on March 23, 2020. Also, the Enforcement Directorate has lodged an ECIR on the basis of the FIR. As per the Company estimates and understanding, the Company has rightly classified the reported balance under the fixed deposit and amount is fully recoverable.

2. Qualification pertaining to Corporate Loan Book of Religare Finvest Ltd., subsidiary of the Company (RFL): RFL has an exposure of Rs 203,670 Lakhs as at March 31, 2020 towards the Corporate Loan Book. RBI has raised concerns in the past about the creditworthiness of the borrowers, credit appraisal and loan sanctioning mechanism followed by RFL in respect of this book. The management has reviewed the portfolio and the financial reports of the borrowers to determine the recoverability of the said loans. Based on the maturity dates of the loans, recovery steps instituted and the financial reports of the borrowers, RFL had, on a prudent basis, made full provision of Rs. 203,670 Lakhs as at March 31,2020 against this portfolio and no further provisioning is required.

Insolvency proceedings have been initiated before the NCLT Delhi and Kolkata against the borrowers forming a part of the Corporate Loan Book. RFL has not made provision of Rs 2,202.45 Lakhs since NCDs are backed by non-disposal undertaking of shares of listed entity

RFL had also filed a criminal complaint before the EOW, Delhi, on which an F.I.R. has been registered and is under investigation. The Zonal Office of Enforcement Directorate has lodged an enforcement case under the Prevention of Money Laundering Act on the basis of said FIR. The EOW arrested five accused persons. EOW and ED have filed charge sheet against the accused persons. However, the investigation is still on going and the investigation agencies may file supplementary charge sheet at a later stage. RFL is actively pursuing the recovery steps in the matter and is hopeful of recoveries.

3. Qualification pertaining to sale of GNPA of Rs. 3,038.13 lakhs for a value of Rs. 2,278.60 lakhs to a Trust for security receipt as a consideration by Religare Housing Development Finance Corporation Ltd., subsidiary of RFL (RHDFCL): Sale of GNPA to Reliance ARC was concluded within the RBI framework and RHDFCL has obtained true sale opinion for concluding the transaction. Accordingly, RHDFCL has derecognized the NPA loan receivables and has recognized security receipts as investments in the books of accounts. RHDFCL shall recognize profit/ loss on the Security Receipts based on the evaluation by independent rating agency as stipulated under RBI Regulation. Linder Ind AS, the security receipts issued by the trust would full-fill the criteria for a financial asset and have been recognized accordingly in its books.

Further, RHDFCL had obtained third party opinion, which is also supporting the accounting treatment for derecognition of the loan portfolio and recognition of security receipts as Investments as per the applicable provisions of Ind AS particularly lndAS-109, Financial Statements.

Managements response on the Statutory Auditors Qualification on the Companys consolidated report on Internal Financial Controls pertaining to RFL:

(i) Material weakness in Internal Financial Control over Financial Reporting in the Credit evaluation process in respect of Corporate Loan Book and loan against property & shares;

As apprised in the earlier years report as a strategy, RFL management has decided not to extend any further loans under Corporate Loan Book and loan against shares. Further, adequate controls exist for loans granted under Loans against property (SME-Secured Loans) and Loans against shares. Further, since RFL is under corrective action plan of RBI since January 2018, no fresh loan has been disbursed during the year under reporting and hence controls in respect of these processes were not tested during the year.

SECRETARIAL AUDITORS REPORT

As per provisions of Section 204 of the Act, the Board of Directors of the Company has appointed M/s P I & Associates as the Secretarial Auditor of the Company to conduct the Secretarial Audit. The Secretarial Audit Report for the financial year ended March 31,2020, is annexed to this Report. Management comments on qualifications given by auditors in the report are as follows:

(a) Vacancy in the office of the Key Managerial Personnel (KMP) after cessation of Mr. Milind Narendra Patel:

The Company took required steps for appointment of KMP within the prescribed timelines. After cessation of Mr. Milind Narendra Patel as Group CEO on July 19, 2019 the Company was required to fill the vacancy by January 18, 2020. Accordingly the Board of Directors of the Company in its meeting held on December 10, 2019 had approved, subject to requisite approvals, to re-designate Dr. Rashmi Saluja (then Non-Executive Independent Chairperson) as Executive Chairperson of the Company. However, the Company, being a Core Investment Company, the said appointment was subject to the prior approval of the Reserve Bank of India (“RBI”) due to applicable RBI guidelines on the Company. In the matter, RBI on February 26, 2020, approved the appointment of Dr. Rashmi Saluja as Non-Independent Director of the Company and consequently the appointment of Dr. Rashmi Saluja as Executive Chairperson and KMP of Company became effective on February 26, 2020.

(b) Levy of Fine of Rs. 1,71,100/- by NSE & BSE each for not having minimum six (6) board members: The

Company had appointed three (3) Non-Independent Directors i.e. Mr. Siddharth Dinesh Mehta, Mr. Ashok Mehta and Mr. Ashwani Mehta from the period February 2018 to November 2018 to ensure compliance of applicable laws and regulations. However, the Company being a Core Investment Company, the said appointments were subject to the prior approval of the RBI due to applicable RBI guidelines on the Company. The RBI approval was received for appointment of Mr. Siddharth Mehta in July 2019 which resulted a delay in formal appointment of new Director by 17 months. The Company has requested the exchanges to waive off the fine on the above ground that the delay resulted due to receipt of approval of RBI after a long time. The Companys response to BSE was taken on record by BSE and no further response was received. However, the fine was deposited to NSE. NSE has communicated that the Companys request to waive off the fine shall be considered by them.

(c) Delay in publication of financial results in the newspapers for the quarter ended September 30, 2019:

The Board Meeting for approvals of financial results for the quarter ended September 30, 2019 was held on Friday, November 08, 2019 and concluded late in the evening. Due to which the Company missed the deadline for sending the content for publication of results to the agency to enable publication of next day (i.e. Saturday, November 10, 2019). The day following was Sunday on which one of the newspapers (Mint) in which publication to be made was not available for publication and hence publication was done on Monday, November 11,2020. The Company will ensure that same is not repeated in future.

(d) Non-appointment of Designated Director as required under the Master Direction - Know Your Customer (KYC) Direction, 2016 read with Prevention of Money-Laundering Act, 2002: The Board of the Company did not have any executive member during the financial year 2019-20 till February 26, 2020 when Dr. Rashmi

Saluja got appointed as Executive Chairperson on receipt of RBI approval for her appointment as Non- Independent Director. Accordingly, the Board of Directors of the Company in its meeting held on July 28, 2020, has appointed Dr. Rashmi Saluja as Designated Director.

Further, the secretarial audit reports of material subsidiaries of the Company in FY 2019-20 are annexed to this Annual Report.

PARTICULARS OF INVESTMENTS, LOANS AND GUARANTEES

The Company, being an NBFC, is exempted from the provisions of Section 186 [except sub-section (1)] of the Act. Accordingly, details of particulars of loans, guarantees or investments as required to be provided as per Section 134(3)(g) of the Act are not provided.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on an arms length basis and were in the ordinary course of business. There are no materially significant related party transactions entered by the Company with related parties which may have a potential conflict with the interest of the Company.

All Related Party Transactions are placed before the Audit Committee for approval as perthe Related Party Transactions Policy of the Company as approved by the Board. The policy is also uploaded on the website of the Company & can be accessed through the link https://www.reliaare.com/pdf/Related party Transaction Policy 02042019.PDF

Since all related party transactions that were entered into during the financial year were on an arms length basis and were in the ordinary course of business and there was no material related party transaction entered by the Company during the year as per Related Party Transactions Policy, no details are required to be provided in Form AOC-2 prescribed under clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.

The details of the transactions with related parties are provided in the notes to accompanying standalone financial statements.

RISK MANAGEMENT

The Board of Directors of the Company has constituted a Risk Management Committee, responsible to frame, implement, monitor and periodically review the effectiveness of the risk management plan and make appropriate changes as and when necessary.

The Company is a Core Investment Company and therefore as an investment holding company the management function includes oversight of risk function prevalent to its key operating group companies. The Company has a comprehensive Risk Management framework and overarching Risk Management Policy, which is adopted by each of the key operating subsidiaries while formulating their Risk Policy. Risk Management Policy of the Company identifies the key risk, if any, which may threaten the existence of the Company. Risk Management Policy is aimed at identification, evaluation/ assessment, mitigation, monitoring and reporting of identifiable risks and recording of each identified risk alongwith their mitigation plan. Respective functional head and/or risk management department of subsidiaries are responsible for implementation of the Risk Management system and maintenance of record of risk and mitigation plan in Risk & Control Matrix (RCM) for their respective functional area, which is tested and updated periodically. Therefore, the risk framework defines the risk management approach across the enterprise at various levels including documentation and reporting. The framework has different risk models which help in identification of risks and their classification as High, Medium and Low categories on the basis of likelihood, impact and velocity.

The testing and evaluation of control environment around Risk Management is integrated with the internal audit conducted by the Internal Auditor. The subsidiary companys Risk Management Committee authorized by the respective

Board, or in its absence the respective Audit Committee, reviews the risk management policy and appropriateness of systems and controls in this regard and a consolidated dashboard of Risk and Control review outcome is presented to the Risk Management Committee of your Company on periodical basis.

Therefore, the Company has implemented a formal risk management policy and framework. Financial reporting and fraud risks are duly considered in the risk management framework. Risks are mapped with controls and Risk management framework is revisited and revised on the basis of prevailing practice and relevance.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has a vigil mechanism named Whistle Blower Policy to deal with instance of unethical practices, fraud and mismanagement, actual or suspected fraud or violation of the Companys code of conduct or ethics policy and any leak/suspected leak of Unpublished Price Sensitive Information or gross misconduct by the employees of the Company, if any, that can lead to financial loss or reputational risk to the organization. The detail of the Whistle Blower Policy has been posted on the website of the Company & can be accessed through the link https://www.reliaare.com/ Policies.aspx

During the year under review, no complaint pertaining to the Company was received under the Whistle Blower mechanism.

INTERNAL FINANCIAL CONTROLS AND INTERNAL CONTROL SYSTEM

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The Internal Controls of the company encompasses the policies, standard operating procedure manuals, approval/ authorization matrix, circulars/ guidelines, and risk & control matrices adopted by the company for ensuring the orderly and efficient conduct of its business & support functions, adherence to these policies & procedures, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.

The Company and its key operating subsidiaries have adequate control environment for identification and assessment of applicable risks on a periodical basis. Mitigation plans and controls are documented for each identified risk in the form of policies & procedures and risk & control matrices (RCM). Risks/controls documented in the risk and control matrices are mapped to each of the financial statement line items and financial assertions to ensure availability of mitigation plans and internal financial controls for each of the material balances contained in the financial statements. The Company has prepared separate RCMs for Process Level Controls (PLC) and Entity Level Controls (ELC). Similarly, IT General Controls (ITGC) have also been identified, assessed and documented.

The Company has satisfactory system of periodical monitoring and reporting of internal financial controls. Key policies and procedures including the Risk & Control Matrices are updated on a periodical basis. Management ensures that controls as designed are operating effectively and that lapses are identified and remedied in a timely manner. The monitoring activities are carried out through Control Self-Assessment (CSA) mechanism integrated with the internal audit function, conducted by Internal Auditor, whereby key risks and controls are reviewed on a quarterly basis and dashboard containing results of evaluation of Test of Design (TOD) and Test of Operating Effectiveness (TOE) are presented to the Audit Committee of the Company and its key operating subsidiaries. A half yearly report on TOD/TOE testing is presented to the Risk Management Committee.

The Company and its key operating subsidiaries have an elaborate quarterly internal audit system. The scope and authority of the Internal Audit function is defined in the comprehensive agreement with the internal audit firm, which is reviewed and approved by the Audit Committee of the Company and its respective subsidiaries. To maintain its objectivity and independence, the Internal Auditor firm directly reports to the Audit Committee.

The Internal Auditor evaluates the efficacy and adequacy of the internal control system and internal financial controls in the Company, its compliance with operating systems, accounting procedures, policies and regulatory requirements at key locations of the Company and its subsidiaries. Based on the integrated report of internal audit function and IFC, process owners undertake corrective action in their respective areas and thereby strengthen the internal controls. Significant internal audit observations and corrective actions thereon, alongwith IFC dashboard, are presented to the Audit Committee on periodical basis.

Therefore, the Board has laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively during the financial year.

DETAILS OF FRAUD REPORTABLE BY AUDITOR

During the year under review, neither the statutory auditors nor the secretarial auditors of the Company has disclosed any instance of fraud committed against the Company by its officers or employees required to be disclosed in terms of Section 143(12) of the Act.

HUMAN RESOURCES

The Company and its subsidiaries have been operating in challenging times. However, in continuation to our dedicated efforts towards rebuilding the Group, we have seen a lot of tangible and positive developments in the Company: increased corporate governance and controls, improvement in systems and processes including cost rationalization, enhanced engagement with regulators and retention of critical talent.

As the transition of the Company in to this new phase continues, our management and employees are strongly aligned towards building an enabling eco-systemto restore high growth and profitability. Employees are our vital and most valuable assets. In line with the business strategy, talent strategy has been focused on employee engagement, providing role elevation opportunities to existing talent and developing a strong culture of transparency through constant employee communication. In order to boost the employee morale, the organization has recognized the commitment, loyalty and contribution of its internal stakeholders. The Company is dedicated to offering its employees favorable work environment and opportunities to navigate through the current period and also influence its future course of direction as planned.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT THE WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place Prevention of Sexual Harassment at Workplace Policy in line with the requirements of The Sexual Harassment of Women at the Work Place (Prevention, Prohibition and Redressal) Act, 2013 and rules made thereunder. An Internal Complaints Committee (ICC) is in place as per the requirements of the said Act to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. No case has been reported during the year under review.

PARTICULARS OF EMPLOYEES

The details required under Section 197(12) of the Act read with Rule 5(1) & 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are annexed as “Annexure B” to this report.

COMPLIANCE WITH SECRETARIAL STANDARADS

The Board of Directors affirm that the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (SS1 and SS2) respectively relating to Meetings of the Board, its Committees and the General Meetings.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant or material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its operations in future except to the extent mentioned in this Report.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION

There are no material changes and commitments adversely affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statement relate (i.e. March 31,2020) and as of date of the report i.e. November 11,2020.

ACKNOWLEDGEMENTS

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

Your Directors also wish to place on record their deep sense of gratitude and appreciation for the commitment displayed by all executives, officers and staff at all levels of the Company during the year under review. Your Directors would also like to thank all shareholders for their continued faith in the Company and look forward to your continued support in the future.

By order of the Board of Directors
For Religare Enterprises Limited
Sd /-
Dr. Rashmi Saluja
Executive Chairperson
DIN:01715298
Place: New Delhi Address: Prius Global, A-3,4,5,
Date: November 11,2020 Sector - 125, Noida - 201 301