board report and audited financials statement of the company for

DIRECTORS’ REPORT

The Members, Religare Capital Markets Limited Your Directors have pleasure in presenting the 8th Annual Report along with the Audited Accounts of the Company for the year ended March 31, 2014. FINANCIAL RESULTS (STANDALONE)

Particulars

Financial Year Ended March 31, 2014

Amount (Rs. in million)

Financial Year Ended March 31, 2013

Amount ( Rs. in million)

Total Income 878.57 827.83

Total Expenditure 2,660.88 10,184.80

Profit/(Loss) Before Tax (1,782.31) (9,356.97) Provision for Tax - Current Tax - Deferred Tax (Net) - Short provision for earlier years - Fringe Benefit Tax

39.71

(39.71)

-

Profit/(Loss) After Tax (1,782.31) (9,356.97)

Balance Brought Forward from previous year (14,018.51) (4,661.54) Profit/(Loss) After Tax (Carried to Balance Sheet) (15,800.81) (14,018.51)

FINANCIAL PERFORMANCE OF THE COMPANY The last financial year 2014 was marked by periods of economic uncertainty in India as well as around the world. As the capital markets are very highly correlated to economic outlook, this uncertainty had an adverse impact on our financial performance for the year. However, to ensure that the long-term interests of the company are safeguarded, we continued to invest in building out the business, which is reflected as higher expenditure. Total income of the Company for the year increased to Rs. 878.57 million from Rs. 827.83 in fiscal 2012-13. The loss after tax for the year is Rs. 1,782.31 million as against Rs. 9,356.97 million in the earlier year. Your company is committed to revive the financial performance of the Company in years to come. EMERGING MARKETS CAPITAL MARKETS BUSINESS During the financial year 2013-14, Religare Capital Markets (RCM) was instrumental in assisting Crompton Greaves Ltd. in conducting a successful buy-back of their Equity shares from the open market. RCM was also Joint Lead Manager on the INR 4.1 Billion rights issue of Kesoram Industries, a flagship company of the B.K. Birla Group. During the year, RCM also partnered with Religare Finvest Limited for potential opportunities in structured finance leveraging their strong promoter networks in real estate and harnessing synergies across the two 2 businesses. RCM was the sole arranger on a number of notable transactions during the year, some of which were for BSCPL Infrastructure, Phoenix Living Spaces, J.M. Housing Limited and Bagadia Properties Limited. On the global front, RCM executed a large number of ECM and Advisory mandates in the ASEAN region through cutting edge idea generation, strong global distribution and seamless execution despite challenging markets. It was also the year where the RCM franchise expanded in a steadfast manner in the region with

many firsts in markets such as Indonesia and Malaysia. In April 2013, RCM acted as Joint Placement agent for a Singapore Dollars (S$) 110 million primary placement for AIMS AMP Capital Industrial REIT a manager of 26 high-quality industrial properties in Singapore and Australia. In less than 9 Months of this transaction, RCM was appointed by AIMS AMP Capital as Bookrunner and underwriter for a S$100 million rights issue. In May 2013, RCM was appointed Exclusive Financial Advisor to the shareholders of Star Asia, a leading Asian fragrance and personal care distributor that was being acquired by Coty Inc. The transaction represents RCM's first advisory deal for 2013 and first transaction in ASEAN's booming consumer products sector. The deal was highly complex, involving significant restructuring of StarAsia Group, including the buying out of minority shareholders in 6 subsidiaries. RCM's involvement delivered significant value to the shareholders of StarAsia Group, including an increase of more than 30% in the consideration received. In August 2013, as co-manager and sub-underwriter, RCM successfully listed a S$501m Initial Public Offering of Soilbuild Business Space REIT (“SB REIT”) – a real estate investment trust investing in a portfolio of income-producing real estate used primarily for business space purposes in Singapore as well as real estate-related assets. In September 2013, RCM as Sole Placement Agent, successfully launched and priced a US$38.2m secondary share offering for PT Sentul City Tbk – a reputable Indonesian real estate developer with the largest effective land bank in Greater Jakarta. The deal represents RCM’s 1st ECM deal in Indonesia. In October 2013, Religare as Joint Placement Agent, successfully priced a US$19mn secondary share offering for Tune Ins Holdings Berhad – a composite insurer that underwrites both general and life insurance products across the Asia Pacific region. The deal is Religare’s inaugural franchise ECM deal in Malaysia. In October 2013, RCM as Joint Global Coordinator, International Bookrunner, International Lead Manager and Special Adviser to the Chairman and CEO of Travellers International Hotel Group, Inc. successfully priced the international offer tranche of the company’s US$474m primary share offering. This was the largest gaming IPO in the region and the largest in the Philippines during 2013. RCM was one among 4 banks including CIMB, Maybank and UBS. SUBSIDIARIES MANAGEMENT BUYOUT OF OVERSEAS SUBSIDIARIES In the Management Buyout (MBO) process, the remaining 30% stake in Noah Capital Markets (Pty) Limited, South Africa ("Noah") and in Noah Capital Markets (EMEA) Limited, UK (“NCM EMEA”) has been sold by Religare Capital Markets (Europe) Limited, in UK(‘RCME’), to NCM Limited, a company incorporated in Jersey on 30 August 2013. Further, RCME has also sold 100% stake in Religare Capital Markets Pty Limited (‘RCMPTY’) to NCM Limited on 10 October 2013. Pursuant to above, Noah, NCMEMEA (including its subsidiary Noah Nominees (Pty) Limited) and RCMPTY (“MBO Companies”) have ceased to be subsidiaries of RCME and the Company and has become wholly owned subsidiary of NCM Limited w.e.f. 30 August 2013. The Company is holding minority stake of 30% in MBO Companies. SIMPLIFICATION OF CORPORATE STRUCTURE In past couple of years, the Company has been focusing its attention to streamline its corporate structure of its subsidiaries. As a step towards this direction, the Company has identified subsidiaries which are dormant and non-operating and are required to be dissolved so as to focus on the active and operating. These dormant and non-operating subsidiaries were either acquired being existing subsidiaries of operating companies or set-up by overseas subsidiaries in which no business activities were preceded. During the financial year 2013-14 and as on date of this report, 3 subsidiaries have been dissolved. With an objective of all regulated and operating companies be held directly by Religare Capital Markets International (Mauritius) Limited [‘RCMIML’] and closing all non-operating and regulated subsidiaries, during the reporting period, Tobler UK Limited, a UK based subsidiary which was wholly owned subsidiary of Tobler (Mauritius) Limited (‘TML’) became direct subsidiary of RCMIML w.e.f 04 June 2014 by way of transfer made by TML.

Further, Religare Capital Markets International (UK) Limited and Religare Investment Holding (UK) Limited have applied for voluntary in liquidation under the laws of the land w.e.f. 31 March 2014 and 07 March 2014, respectively. FUTURE OUTLOOK The business remains focused on increasing buoyancy in revenues both on the international and India platforms. In India, as economic tail winds drive capital markets to new highs, the business is targeting operating break even through several initiatives including expanding presence in US and European Markets. Internationally, the business is committed to expanding the ASEAN franchise. Several first in markets such as Malaysia and Indonesia during 2013 were the stepping stones for a larger strategy to build the RCM franchise through joint ventures and partnerships with local players. Several of these are currently in discussion stage and we expect that these would come to fruition in financial year 2015. The business will also invest in building advisory capability to leverage cross border opportunity between ASEAN and the Middle East. Cost control remains robust as the lean infrastructure and variable compensation model ensure that there is ample operating leverage in the business. DIVIDEND Considering the accumulated losses in last couple of financial years and the need of deployment of funds out of profit of the Company during the year, the Directors of the Company do not recommend any dividend for the year. FIXED DESPOSITS The Company has neither invited nor accepted any deposits from public within the meaning of Section 58A of the Companies Act, 1956 read with Companies (Acceptance of Deposit) Rules, 1975 and Section 73-76 of the Companies Act, 2013 read with Companies (Acceptance of Deposit) Rules, 2014 during the period under review. CHANGES IN THE CAPITAL STRUCTURE During the period under review the following changes took place in shareholding pattern of the Company: A. Authorised Share Capital: During the year under review, there was no change in the authorised share capital of the Company.

B. Paid up Share Capital: The paid up share capital of the Company as on 31 March 2014 was increased from Rs. 1000.87 Cr. to Rs. 1082.43 Cr. Further, post 31 March 2014, the paid-up shares capital of the Company has been further increased from Rs.1082.43 Cr. to 10082.56 Cr. by allotment of 13,00,000, 0.01% Non-Convertible Non-Cumulative Redeemable Preference Shares to RHC Holding Private Limited on 25 April 2014. INTERNAL AUDITOR During the financial year 2013-14, term of appointment of M/s Grand Thornton (‘GT’) was due for renewal and it was decided by the management to appoint M/s KPMG in place of GT. Accordingly, M/s KPMG was appointed as the Internal Auditors of the Company to conduct the internal audit functions of the Company w.e.f. October 01, 2013 until 31 March 2015.

INTERNAL CONTROL SYSTEM The Company is following an effective internal control system commensurate with its size and operations. In addition to this the work process is designed in such a way that process of internal check is ensured at all levels. DIRECTORS Under the period of review, there was no change in Directors of the Company. In terms of Section 152 of the Companies Act, 2013 (Act), Mr. Brian Tempest and Mr. Mark Runacres, the Directors of the Company, are liable to retire by rotation at the ensuing Annual General Meeting and being eligible, and being eligible have offered themselves for re-appointment. As per section 149 of the Act and the rules made thereunder, which came into effect from 01 April 2014, the Company is required to have at least two directors as Independent Directors within one year from the date of commencement of the provision i.e. upto 31 March 2015. In accordance with the provisions of section 149 of the Act, such Directors being appointed as Independent Directors to hold office as per their tenure of appointment mentioned in the Notice of the forthcoming Annual General Meeting (AGM) of the Company. The Company has received declarations from the Independent Director of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013. COMMITTEES OF THE BOARD Audit Committee The Audit Committee comprises of Mr. Padam Bahl (as Chairman), Mr. Anil Panwar and Mr. Brian Tempest, as members and Mr. Gopalan S, Mr. Chris Holland and Mr. Davinder Narang as permanent invitees. Nomination and Remuneration Committee The Remuneration/Compensation Committee was renamed as Nomination and Remuneration Committee (‘the Committee’) w.e.f. May 26, 2014. The Committee comprises of Mr. Padam Bahl (as Chairman), Mr. Mark Runacres, Mr. Anil Saxena and Mr. Anil Panwar as members and Mr. Kamlesh Dangi as permanent invitee. Risk Committee The Risk Committee comprises of Mr. Brian Tempest (as Chairman), and Mr. Shachindra Nath and Mr. Anil Saxena, as Members of the Committee. Share Allotment Committee The Share Allotment Committee comprises of Mr. Shachindra Nath (as Chairman), Mr. Anil Saxena and Mr. Anil Panwar as members and Mr. Davinder Narang as permanent invitees. Loan/Investment and Borrowing Committee The Loan/Investment and Borrowing Committee comprises of Mr. Anil Panwar (Chairman), Mr. Shachindra Nath (as Chairman), Mr. Anil Saxena as members and Mr. Sunil Kumar Garg and Mr. Davinder Narang as permanent invitees Corporate Social Responsibility Committee

In accordance with the requirement of Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility) Rules, 2014, the Board in its meeting held on May 26, 2014 constituted the Corporate Social Responsibility Committee which comprises of Mr. Shachindra Nath (as Chairman), Mr. Anil Saxena and Mr. Padam Bahl as Members. Executive Committee The Executive Committee of the Company has been dissolved w.e.f. 19 June 2013. DEMATERIALISATION OF SHARES Equity Shares: Your Company, for the convenience of its shareholders, has its Equity Shares available for dematerialization and 99.99% of the present paid up equity capital of the Company is in demat mode. Preference Shares: The Preference Shares of the Company are also in demat form. REGISTRAR AND SHARE TRANSFER AGENT M/s Karvy Computershare Private Limited having its Office at Plot No. 17 to 24, Vithalrao Nagar, Madhapur, Hyderabad – 500 081, acts as the Registrar and Share Transfer Agent of the Company. AUDITORS AND AUDITORS REPORT M/s S.S. Kothari Mehta & Co., Chartered Accountants, who are the statutory auditors of the Company, hold office till the conclusion of the forthcoming AGM and are eligible for re-appointment. The Company has received letters from them to the effect that their re-appointment, if made, would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified for re-appointment. Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Rules framed thereunder, it is proposed to appoint M/s M/s S.S. Kothari Mehta & Co. as statutory auditors of the Company from the conclusion of the forthcoming AGM till the conclusion of the AGM to be held in the year 2017, subject to ratification of their appointment at every AGM. The observations of the Auditors in their report read together with the Notes on Accounts are self-explanatory and therefore, in the opinion of the Directors, do not call for any further explanation. It was noted that the accumulated losses of the Company exceeded fifty percent of its net worth as at 31 March 2014 and it has incurred cash losses in the financial year 2013-14 and has also incurred cash losses in the immediately preceding financial year. DIRECTOR’S RESPONSIBILITY STATEMENT Pursuant to Section 217 (2AA) of the Companies Act, 1956, with respect to the Directors’ Responsibility Statement, it is hereby confirmed that: (i) in the preparation of the annual accounts for the financial year ended 31 March 2014, the applicable

accounting standards have been followed along with proper explanation relating to material departures;

(ii) the Directors have selected such accounting policies and applied them consistently and made

judgments and estimates that are reasonable and prudent so as to give a true and fair view of the

state of affairs of the Company as at 31 March 2014, and of the loss of the Company for the said period;

(iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting

records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) the Directors have prepared the accounts for the financial year ended 31 March 2014 on going

concern basis. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION The Company is not engaged in manufacturing activities and, therefore, the particulars as required under Section 217(1) (e) of the Companies Act, 1956 read with Companies (Disclosures of Particulars in the Report of the Board of Directors) Rules, 1988 regarding Conservation of Energy, Research and Development and Technology Absorption are not applicable. FOREIGN EXCHANGE EARNINGS AND OUTGO The Company has continued to maintain focus and avail of export opportunities based on economic considerations. During the year, foreign exchange income or expenses of the Company is as under: Earnings : Rs. 364.39 million Outgo : Rs. 32.89 million PARTICULARS OF EMPLOYEES In terms of the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies

(Particulars of Employees) Rules, 1975 and the Companies (Particulars of Employees) Amendment Rules,

2011, the statement of particulars of employees shall form part of the Directors’ Report.

However, having regard to the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956 this Report and

Accounts are being sent to all the Shareholders excluding the Statement of particulars of employees under

Section 217(2A) of the Act. Any member interested in obtaining a copy of the statement may write to the

Company Secretary at the Registered Office of the Company.

ACKNOWLEDGEMENTS The continued cooperation and assistance of all constituents of the business is appreciated and accordingly your Directors would like to express their sincere appreciation of the co-operation and assistance received from Bankers, Regulatory Bodies, Investors, Clients, Suppliers, Distributors, Customers and other stakeholders during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the commitment displayed by all executives, officers and staff, resulting in the successful performance during the year.

By order of the Board of Directors For Religare Capital Markets Limited

Sd/- Sd/- Place: New Delhi Shachindra Nath Anil Saxena Dated: 17 September 2014 Director Director DIN 00510618 DIN 1555425

Independent Auditors’ Report To The Members of Religare Capital Markets Limited Report On the Financial Statements We have audited the accompanying Financial Statements of Religare Capital Markets Limited (“the Company”) which comprises the Balance Sheet as at 31

st March, 2014, and the Statement of Profit and Loss and the Cash

Flow Statement for the year then ended, and Notes to the Financial Statements comprising of a summary of significant accounting policies and other explanatory information. Management’s Responsibility for the Financial Statements Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 (‘the Act’) read with the General Circular 15/2013 dated 13

th September, 2013 of the Ministry of Corporate Affairs in respect of section

133 of the Companies Act, 2013. This responsibility includes the design, implementation, and maintenance of internal controls relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatements, whether due to fraud or error. Auditor’s Responsibility Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of the material misstatement of the financial statements, whether due to error or fraud. In making those risk assessments, the auditor considers internal control relevant to the Company’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on the effectiveness of entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion In our opinion and to the best of our information and according to the explanations given to us, the said accounts give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India: i) In the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2014; ii) In the case of Statement of Profit and Loss, of the loss of the Company for the year ended on that

date; and iii) In the case of the Cash Flow Statement, of the cash flows for the year ended on that date. Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 2003 ('the Order') issued by the Central Government of India in terms of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order;

2. As required by section 227(3) of the Act, we report that:

a. We have obtained all the information and explanations which to the best of our knowledge

and belief were necessary for the purpose of our audit; b. In our opinion proper books of account as required by law have been kept by the Company

so far as appears from our examination of those books; c. The Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this

Report are in agreement with the books of account; d. In our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement

comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956, read with the General circular 15/2013 dated 13

th September, 2013

of the Ministry of Corporate Affairs in respect of section 133 of the Companies Act, 2013, e. On the basis of written representations received from the directors as on 31 March 2014,

and taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2014, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

For S.S. KOTHARI MEHTA & CO Chartered Accountants

Firm Registration No.; 000756N

Sd/-

K K Tulshan Partner

Membership No. 085033 Place: New Delhi Date: 26 May 2014

Annexure to Auditor’s Report Referred to in paragraph of ‘Report on Other Legal and Regulatory Requirements’ of the Auditor’s Report of even date to the members of Religare Capital Markets Limited on the financial statements as of and for the year ended March 31, 2014.

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

(b) The Company has a phased program of physical verification of its fixed assets which, in our opinion, is

reasonable having regard to the size of the Company and the nature of its assets. As part of this program, the management has physically verified certain fixed assets during the year. Discrepancies noticed on such verification as compared to book records were not material and have been properly adjusted in the books of account.

(c) In our opinion and according to the information and explanations given to us, no substantial part of

fixed assets has not been disposed of by the Company during the year impacting the going concern concept.

(ii) The Company did not have any inventory during the year. Accordingly, Clause 4(ii) (a) to (ii) (c) of

paragraph 4 of the Order regarding physical verification of inventory and maintenance of proper records of inventory are not applicable to the Company for the current year.

(iii) (a) The Company has not granted any loans, secured or unsecured, to companies, firms or other parties

covered in the register maintained under section 301 of the Act. Therefore the provisions of Clause 4(iii) [(b), (c) and (d)] of paragraph 4 of the Order are not applicable to the Company.

(b) The Company had taken loan from Five companies (including 2 companies from whom loan was

outstanding at the beginning of the year) covered in the register maintained under section 301 of the Companies Act 1956. The maximum amount involved during the year was Rs. 38,50,00,000 and the year-end balance of loans taken from such party was Rs. 1,50,00,000.

(c) In our opinion, the rate of interest & other terms and conditions on which loans have been taken from

companies listed in the register maintained under section 301 of the Companies Act, 1956 are not, prima facie, prejudicial to the interest of the company.

(d) The Company is regular in repaying the principal amounts as stipulated and has been regular in the

payment of interest. (iv) In our opinion and according to the information and explanations given to us, there is an adequate

internal control system commensurate with the size of the Company and the nature of its business for the purchase of fixed assets and for the sale of services. Further, on the basis of our examination of the books and records of the Company, and according to the information and explanations given to us, we have neither come across, nor have been informed of, any continuing failure to correct major weaknesses in the aforesaid internal control system.

(v) (a) According to the information and explanations given to us, we are of the opinion that the particulars

of the all contracts and arrangement that need to be entered into the register maintained under section 301 of the Companies Act ,1956 have been so entered.

(b) In our opinion and according to the information and explanations given to us, the transaction made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the companies Act,1956 and exceeding the value of rupees five lakhs in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market price at the relevant time.

(vi) The Company has not accepted any deposits from the public within the meaning of sections 58A and

58AA of the Act and the rules framed thereunder. (vii) In our opinion, the Company has an internal audit system commensurate with the size and nature of

business of the Company.

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

(ix) (a) According to the information and explanations given to us and the records of the Company examined

by us, in our opinion, the Company is generally regular in depositing the undisputed statutory dues, including provident fund, investor education and protection fund, employees’ state insurance, income tax, sales tax, wealth tax, service tax, customs duty, excise duty, cess and other material statutory dues, as applicable, with the appropriate authorities.

(b) According to the information and explanations given to us and the records of the Company examined

by us, the particulars of dues of income tax, sales tax, custom duty, wealth tax, excise duty, service tax as at March 31, 2014 which have not been deposited on account of any dispute, are as follows: -

Name of the Statute

Nature of Dues Amount (Rs) Period to which the amount

relates

Forum where the dispute is pending

Income Tax Act, 1961

Income Tax Demands (TDS related)

516,360 A.Y. 2008-09 Commissioner of Income Tax (Appeals)


Based on Transfer Pricing Order U/s 92CA(3) of the Act

24,754,090 A.Y. 2009-10 Income Tax Appellate Tribunal


Based on Transfer Pricing Order U/s 92CA(3) of the Act

74,060,295 A.Y. 2010-11 Dispute Resolution Panel

Service tax Based on Special Audit appointed U/s 72A of the Finance Act, 1994 by CST, New Delhi

51,250,094 A.Y 2008-09 to 2012-13

Commissioner of Service tax

Total 150,580,839

(x) The accumulated losses of the Company exceeded fifty percent of its net worth as at March 31, 2014

and it has incurred cash losses in the financial year ended on that date and has also incurred cash losses in the immediately preceding financial year.

(xi) The Company has not defaulted in repayment of dues to the Bank. The Company has no borrowings

from financial institutions or debenture holders.

(xii) The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) The provisions of any special statute applicable to chit fund/ nidhi / mutual benefit fund/ societies are

not applicable to the Company.

(xiv) In our opinion, the Company has maintained proper records of transactions and contracts relating to dealing or trading in shares, securities, debentures and other investments during the year and timely entries have been made therein. Further, such securities have been held by the Company in its own name or are in process of transfer in its name, except (a) to the extent of the exemption granted under section 49 of the Act and (b) current investments in Ligare Voyages Limited that has been sold during the reporting period.

(xv) In our opinion, and according to the information and explanations given to us, the terms and

conditions of the guarantees given by the Company, for loans taken by others from banks of financial institutions, are not prejudicial to the interest of the Company.

(xvi) The Company has not obtained any term loans.

(xvii) On the basis of an overall examination of the Company, in our opinion, and according to the

information and explanations given to us, there are no funds raised on a short-term basis which have been used for long-term investment.

(xviii) According to the information and explanations given to us, The Company has made preferential

allotment of shares to parties and companies covered in the register maintained under section 301 of the Act during the year. In our opinion the price at which shares have been issued is not prejudicial to the interest of the company.

(xix) The Company has not issued any debentures during the year and does not have any debentures

outstanding as at the beginning of the year and at the year end. Accordingly, the provisions of Clause 4(xix) of the Order are not applicable to the Company.

(xx) The Company has not raised any money by public issue during the year.

(xxi) During the course of our examination of the books and records of the Company, carried out in

accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of fraud on or by the Company, noticed or reported during the year, nor have we been informed of such case by the management.

For S.S. KOTHARI MEHTA & CO

Chartered Accountants Firm Registration No.; 000756N

Sd/-

K K Tulshan

Partner Membership No. 085033

Place: New Delhi Date: 26 May 2014

RELIGARE CAPITAL MARKETS LIMITED

STATEMENT OF PROFIT & LOSS, STATEMENT OF CASH FLOWS AND BALANCE SHEET ALONG WITH NOTES FORMING

PART OF THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED MARCH 31, 2014

S. No. Particulars

1 Overview and Significant Accounting Policies

2 Share Capital

3 Reserves and Surplus

4 Other Long - Term Liabilities

5 Long - Term Provisions

6 Short - Term Borrowings

7 Trade Payables

8 Other Current Liabilities

9 Short - Term Provisions

10 Tangible Fixed Assets

11 Intangible Fixed Assets

12 Intangible Fixed Assets under development

13 Non - Current Investments

14 Long - Term Loans and Advances

15 Other Non - Current Assets

16 Current Investments

17 Trade Receivables

18 Cash and Bank Balances

19 Short - term Loans and Advances

20 Other Current Assets

21 Contingent Liabilities

22 Revenue from Operations

23 Other Income

24 Employee Benefit Expenses

25 Finance Costs

26 Depreciation and Amortization expense

27 Other Expenses

28 Tax Expense

29 Earnings per Equity Shares

30 Expenditure in Foreign Currency

31 Earnings in Foreign Currency

32 Provision against Doubtful Debts

33 Employee Benefits - Gratuity and Leave Encashment

34 Segment Reporting

35 Related Party Disclosures

36 Borrowing Costs

37 Leases

38 Other Notes

39 Previous Year figures

40 Additional Information

RELIGARE CAPITAL MARKETS LIMITEDINDEX TO NOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2014

Note No. As at

March 31, 2014

As at

March 31, 2013

Amount (Rs.) Amount (Rs.)

EQUITY AND LIABILITIES

Shareholders' Funds

Share Capital 2 10,824,300,000 10,008,700,000

Reserves and Surplus 3 (3,479,696,624) (2,647,789,333)

Non - Current Liabilities

Other Long Term Liabilities 4 1,156,840 5,721,368

Long - Term Provisions 5 4,543,713 6,481,841

Current Liabilities

Short - Term Borrowings 6 616,318,106 627,697,790

Trade Payables 7 20,473,367 12,881,513

Other Current Liabilities 8 156,729,264 371,338,250

Short - Term Provisions 9 8,434,000 8,120,340

TOTAL 8,152,258,666 8,393,151,769

ASSETS

Non - Current Assets

Fixed Assets

Tangible Assets 10 42,521,249 66,302,806

Intangible Assets 11 4,812,469 5,255,307

Intangible Assets under development 12 - 14,153,073

Non - Current Investments 13 7,094,093,305 5,975,767,580

Long - Term Loans and Advances 14 182,268,557 160,113,622

Other Non - Current Assets 15 - 5,000,000

Current Assets

Current investments 16 - 900,000,000

Trade Receivables 17 25,465,778 19,238,384

Cash and Bank Balances 18 707,380,771 1,090,600,438

Short - Term Loans and Advances 19 55,731,718 79,797,078

Other Current Assets 20 39,984,818 76,923,481

TOTAL 8,152,258,666 8,393,151,769

Overview and Significant Accounting Policies 1

The Notes are an integral part of the Financial Statements

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

For S.S. Kothari Mehta & Co.

Firm Registration Number: 000756N

Chartered Accountants

K.K. Tulshan SHACHINDRA NATH ANIL SAXENA

Partner Director Director

Membership Number: 085033 (DIN:00510618) (DIN:01555425)

Place : New Delhi Place : New Delhi

Date : Date :

RELIGARE CAPITAL MARKETS LIMITEDBALANCE SHEET FOR THE YEAR ENDED MARCH 31, 2014

SATISH KUMAR NIRANKAR

Company Secretary

Particulars

DAVINDER NARANGDirector - Finance

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Note No. Year Ended

March 31, 2014

Year Ended

March 31, 2013Amount (Rs.) Amount (Rs.)

Revenue

Revenue from Operations 22 848,503,102 798,911,740

Other Income 23 30,065,041 28,915,813

Total Revenue 878,568,143 827,827,553

Expenses

Employee Benefits Expense 24 276,038,130 551,710,640

Finance Costs 25 74,277,248 537,156,320

Depreciation and Amortization Expenses 26 14,115,666 22,254,520

Other Expenses 27 296,444,390 280,618,014

Total Expenses 660,875,434 1,391,739,494

Profit / (Loss) Before Exceptional Items and Tax 217,692,709 (563,911,941)

Exceptional Items

(2,000,000,000) (8,650,000,000)

Loss on Account of Error Trades {Refer note 38(g)} - (119,689,534)

Loss on Sale /Write off of Fixed Assets {Refer note 38(f)} - (23,366,405)

Total Exceptional Items (2,000,000,000) (8,793,055,939)

Profit / (Loss) After Exceptional Items and Before Tax (1,782,307,291) (9,356,967,880)

Tax Expense

Current Tax 28 39,712,171 -

MAT Credit Entitlement (39,712,171)

Deferred Tax - -

Total Tax Expense - -

Profit/(Loss) for the period (1,782,307,291) (9,356,967,880)

Earnings per equity share 29

Basic (22.86) (115.26)

Diluted (22.86) (115.26)

Overview and Significant Accounting Policies 1


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








Date : Date :

RELIGARE CAPITAL MARKETS LIMITEDSTATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED MARCH 31, 2014

Particulars


Company Secretary


Provision for diminution other than temporary

in the value of long term investment in a

subsidiary company {Refer Note 2.3(d)}

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For the year ended

March 31, 2014

For the year ended March

31, 2013

Amount (Rs.) Amount (Rs.)A. Cash flow from operating activities:

Net Proft /(Loss) before tax (1,782,307,291) (9,356,967,880)

Adjustments for:

Depreciation 14,115,666 22,254,520

Interest Expense 69,270,022 522,473,950

Interest Income (71,928,884) (12,130)

Loss on sale of Fixed Assets 2,735,724 24,607,227

Liability no longer required written back (33) -

Provision for Bad and Doubtful Debts 111,240 -

Provision for Gratuity and Leave Encashment (3,080,753) 2,123,367 Provision for Lease Equalisation 1,456,285 485,428 Provision for Impairment of Investments 2,000,000,000 8,650,000,000 Foreign Exchange (Gain) /Loss (Net) (3,376,432) 260,661 TDS on technical/service /other operating income (8,300,004) (988,065)

Operating Profit/(Loss) before working capital changes 218,695,540 (135,762,922)

Adjustments for changes in working capital :

- (Increase)/Decrease in Sundry Debtors 30,319,406 (30,095,523)

- (Increase)/Decrease in Other Receivables (8,275,179) 325,010,663

- Increase/(Decrease) in Trade and Other Payables (199,267,619) (220,468,218)

Cash generated from/ (used in) operations 41,472,148 (61,316,000)

- Taxes (Paid) / Received (Net of TDS) (81,020) 843 Net cash generated from/(used in) operating activities (A) 41,391,128 (61,315,157)

B. Cash flow from investing activities:

Purchase of fixed assets (2,297,836) (19,927,513)

Capital Work in Progress 14,153,073 (12,284,462)

Proceeds from Sale of fixed assets 9,648,042 18,076,645

Proceeds from Sale of Investments 900,000,000 -

Investment in Subsidiaries (3,118,325,726) (8,192,250,275)

Purchase of investments - (900,000,000)

Loans/Inter Corporate Deposits given - -

Loans/ICDs refunds received - -

Finance Lease Rent Payment (Principal Portion)

Deposits with bank 94,152,564

Interest Received (Revenue) - -

Dividend Received - -

Amount Paid on Acquisition - -

Any other itemNet cash generated from/(used in) investing activities (B) (2,102,669,883) (9,106,385,605)

C. Cash flow from financing activities:

Proceeds from fresh issue of Share Capital (including share application money) 1,766,000,000 9,663,916,164

Proceeds from short term borrowings 15,000,000 6,617,540

Repayment of short term borrowings (100,207,221) (6,392,882,991)

Overdraft/Cash Credit 73,827,573 (1,104,553,936)

Interest Paid (81,561,264) (701,505,748)

Interest Received (Revenue) - 12,130 Net cash generated from/(used in) financing activities (C) 1,673,059,088 1,471,603,159

Net Increase in Cash and Cash Equivalents (A)+(B)+(C) (388,219,667) (7,696,097,603)

Cash and cash equivalents at the beginning of the year 1,095,600,438 8,791,698,041

Cash and cash equivalents at the end of the period 707,380,771 1,095,600,438

Cash and cash equivalents comprise of

Cash Balance on Hand 45,058 127,497

Fixed Deposits with Scheduled banks (Refer Note 2) 690,900,000 1,052,550,000

Current Accounts with Scheduled banks 16,435,713 42,922,941

Total 707,380,771 1,095,600,438

RELIGARE CAPITAL MARKETS LIMITEDCASH FLOW STATEMENT FOR THE YEAR ENDED MARCH 31, 2014

PARTICULARS

RELIGARE CAPITAL MARKETS LIMITEDCASH FLOW STATEMENT FOR THE YEAR ENDED MARCH 31, 2014

Notes:

1

2

3

4



Firm Registration Number: 000756NChartered Accountants



Membership Number: 085033 DIN: 00510618 DIN: 01555425


Date : Date :

Company Secretary

The above Cash Flow Statement has been prepared under the "Indirect Method" as set out in Accounting Standard -3 on Cash Flow

Statements

Fixed Deposits with Scheduled Banks includes Rs. 26,000,000 (previous year Rs. 26,000,000) pledged with National Securities

Clearing Corporation Limited and Bombay Stock Exchange towards the base capital requirements of the Stock Exchanges, Rs.

414,900,000 (previous year Rs.414,900,000) towards overdraft facility, Rs. NIL (previous year Rs. 361,650,000) towards Stand by

Letter of Credit facility and Guarantee on loan from ICICI Bank UK, in Religare Capital Markets International (UK) Limited, a sub

subsidiary of the company and Rs. 250,000,000 (previous year 250,000,000) pledged with Axis Bank against Bank Guarantee given

to National Stock Exchange of India Limited.

Figures in brackets indicate cash outgo.

This is the Cash Flow Statement referred to in our report of even date.



For and on behalf of the Board of Directors

Previous year figures have been regrouped and rearranged wherever necessary to confirm to current year's classification.

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1 OVERVIEW AND SIGNIFICANT ACCOUNTING POLICIES

1.1 OVERVIEW

1.2 SIGNIFICANT ACCOUNTING POLICIES

a) BASIS OF ACCOUNTING

b) USE OF ESTIMATES

c) REVENUE RECOGNITION

(i)

(ii)

(iii)

(iv)

d) FIXED ASSETS

Fixed assets are stated at cost less accumulated depreciation. Cost for this purpose includes purchase price, non refundable taxes or levies and other directly attributable costs of

bringing the asset to its working condition for its intended use.

Income from Corporate Advisory, Syndication Fees, Consultancy and Underwriting fees is recognized on accrual basis based on stage of completion of assignments in

accordance with terms of the relevant agreements.

Revenue from Broking Activities is accounted for on the trade date of transaction.

Interest Income on Fixed Deposits is recognized on an accrual basis.

An asset or a liability is classified as current when it satisfies any of the following criteria:

1. it is expected to be realized / settled, or is intended for sale or consumption, in the Company’s normal operating cycle; or

2. it is held primarily for the purpose of being traded; or

3. it is expected to be realized / due to be settled within twelve months after the reporting date; or

4. it is cash or cash equivalent unless it is restricted from being exchanged or used to settle a liability for at least twelve months after the reporting date; or

5. the Company does not have an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.

All other assets and liabilities are classified as non-current.

RELIGARE CAPITAL MARKETS LIMITEDNOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2014

Religare Capital Markets Limited ("RCML") was incorporated in February' 2007 and obtained licence as a Broker and a full service Investment Banker from Securities and Exchange

Board of India. RCML is a wholly owned subsidiary of Religare Enterprises Limited (REL), an Indian multinational. RCML offers a comprehensive suite of services across Investment

Banking and Institutional Equities. The Investment Banking operations provide Equity Capital Markets, Corporate Finance and Private Financing services to clients worldwide. The

Institutional Equities business specializes in Equity Research, Sales and Execution in emerging market equities. It also have a presence in several emerging markets and in key

international financial centres through subsidiaries in Singapore, Hong Kong and London. In India, RCML offers boutique of Investment Banking services including equities trading

platform to its institutional clients. With a strong Global reach and strong teams of Investment Bankers, Equity Research, RCML is in a position to provide high standards of client

service with a large focus on emerging markets.

Revenue excludes service tax.

The Financial Statements are prepared under the historical cost convention and on accrual basis of accounting and in accordance with generally accepted accounting principles in

India and comply in material aspect with the measurement and recognition principles of Accounting Standards referred to in Section 211 (3C) of the Companies Act, 1956 of India

(the “Act”) read with Companies (Accounting Standards) Rules, 2006 to the extent applicable.

All assets and liabilities have been classified as current or non-current as per the Company’s normal operating cycle and other criteria set out in the Schedule VI to the Companies

Act, 1956. Based on the nature of products and the time between the acquisition of assets for processing and their realisation in cash and cash equivalents, the Company has

ascertained its operating cycle as 12 months for the purpose of current – non current classification of assets and liabilities.

The presentation of Financial Statements requires estimates and assumptions to be made that affect the reported amount of assets and liabilities on the date of financial

statements and the reported amount of revenue and expenses during the reporting period. Difference between the actual results and estimates are recognized in the period in

which results are known / materialized.


e) LEASED ASSETS

(i)

(ii)

f) INTANGIBLE ASSETS

g) DEPRECIATION AND AMORTIZATION

Assets Description Depreciation Rate (%) (put to use

upto December 31, 2011)

Depreciation Rate (%) (put to use

on or after October 1, 2011)

Computers 16.21% Between 16.21% to 50%

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

Furniture and Fixtures 6.33% 6.33%

Vehicle 9.50% 16.00%

Software 9.50% 16.00%

(i)

(ii)

(iii)

4.75%

6.33%

9.50%

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

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

Monetary items denominated in a foreign currency are restated using the exchange rates prevailing at the date of the Balance Sheet and the resulting net exchange

difference is recognized in the Statement of Profit and Loss.

Individual assets costing upto Rs. 5,000 are fully depreciated in the year of acquisition.

h) INVESTMENTS

Depreciation Rate (%)

(As per Schedule XIV of the Companies

Act, 1956)

16.21%

Intangible assets are recognised only if it is probable that the future economic benefits that are attributable to assets will flow to the enterprise and the cost of the assets can be

measured reliably. The intangible assets are recorded at cost and are carried at cost less accumulated depreciation and accumulated impairment losses, if any.

Computer Software which is not an integral part of the related hardware is classified as an intangible asset and is being amortised over the estimated useful life.

Immovable assets at the leased premises including civil works, electrical items are capitalized as leasehold improvements and are amortized over the primary period of lease

subject to maximum of 6 years.Depreciation on Fixed Assets is provided on Straight Line Method, at the rates specified in Schedule XIV of the Companies Act, 1956 or the rates based on useful lives of the assets

as estimated by the management, whichever is higher. Depreciation is provided for on a pro-rata basis on the assets acquired, sold or disposed off during the year.

Due to pace of change in technology, change in business dynamics and operations forcing the Company to apply new tools and technologies and discard old ones and degrading in

product quality, the Company has decided during the year ended March 31, 2012 to revise estimated life of all assets purchased and put to use after October 1, 2011.

Consequently the rate of depreciation charged on assets are as under:-

Assets acquired under Leases where a significant portion of the risks and rewards of the ownership are retained by the lessor are classified as Operating Leases. The rentals

and all the other expenses of assets under operating lease are treated as revenue expenditure.

Assets given on operating leases are included in fixed assets. Lease income is recognized in the Statement of Profit and Loss on straight line basis over the lease term.

Operating costs of leased assets, including depreciation are recognized as an expense in the Statement of Profit and Loss. Initial direct cost such as legal costs, brokerages etc.

are charged to Statement of Profit and Loss as incurred.

9.50%

Investments are classified into long term investments and current investments. Investments which are intended to be held for one year or more are classified as long term

investments and investments which are intended to be held for less than one year are classified as current investments. Long term investments are accounted at cost and any

decline in the carrying value other than temporary in nature is provided for. Current investments are valued at lower of cost and fair value. Cost directly incurred in acquisition of

subsidiary company has been capitalized.

i) FOREIGN CURRENCY TRANSACTIONS


(i)

(ii)

(iii)

(iv)

(v)

k) TAXES ON INCOME

(i)

(ii)

(iii)

(iv)

l) PROVISIONS, CONTINGENT LIABILITIES AND CONTINGENT ASSETS

m) IMPAIRMENT OF ASSETS

n) BORROWING COST

Provisions involving substantial degree of estimation in measurement are recognized when there is a present obligation as a result of past events and it is probable that there will

be an outflow of resources. Contingent liabilities are not recognized but are disclosed in the notes. Contingent assets are neither recognized nor disclosed in the financial

statements.

Assets are reviewed for impairment at each balance sheet date. In case, events and circumstances indicate any impairment, the recoverable amount of these assets is determined.

An asset is impaired when the carrying amount of the asset exceeds its recoverable amount. An impairment loss is charged to the Statement of Profit and Loss in the year in which

an asset is identified as impaired. An impairment loss recognized in prior accounting periods is reversed if there has been a change in the estimate of the recoverable amount and

such loss either no longer exists or has decreased.

Borrowing cost includes interest and amortization of ancillary costs incurred in connection with the arrangement of borrowings to the extent they are regarded as an adjustment

to the interest cost.

Borrowing costs directly attributable to the acquisition, construction or development of an asset that necessarily takes a substantial period of time to get ready for its intended use

or sale are capitalized as part of the cost of the respective asset. All other borrowing costs are expensed in the period they occur.

Minimum Alternate Tax (MAT) credit is recognised as an asset only when and to the extent there is convincing evidence that the company will pay normal income tax during

the specified period.Such asset is reviewed at each Balance Sheet date and the carrying amount of the MAT credit asset is written down to the extent there is no longer a

convincing evidence to the effect that the Company will pay normal income tax during the specified period.

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

The Company has an obligation towards gratuity, a defined benefit retirement plan covering eligible employees. The plan provides for a lump sum payment to vested

employees at retirement, death while in employment or on termination of employment. Vesting occurs upon completion of five years of service. The Company makes annual

contributions to gratuity fund (“Religare Capital Markets Limited Group Gratuity Scheme”) established as trust. The Company accounts for the liability for gratuity benefits

payable in future based on an independent actuarial valuation conducted by an independent actuary using the Projected Unit Credit Method as at the Balance Sheet date.

The employees of the Company are entitled to compensate absences and leave encashment as per the policy of the Company, the liability in respect of which is provided,

based on an actuarial valuation as at the end of the year.

Actuarial gains and losses comprise experience adjustments and the effects of changes in actuarial assumptions and are recognized immediately in the Statement of Profit

and Loss as income or expense.

The undiscounted amount of short - term employee benefits expected to be paid in exchange for services rendered by an employee is recognized during the period when the

employee renders the service.

Provision for taxation for the period is ascertained on the basis of assessable profits computed in accordance with the provisions of the Income Tax Act, 1961.

j) EMPLOYEE BENEFITS

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

Deferred tax is recognised, subject to the consideration of prudence in respect of deferred tax asset, on timing differences, being the differences between taxable income and

accounting income that originate in one period and are capable of reversal in one or more subsequent periods.

2

As at As at

March 31, 2014 March 31, 2013


Authorised:1,223,250,000 1,223,250,000

12,267,000,000 12,267,000,000

125,000,000 125,000,000

13,615,250,000 13,615,250,000

Issued and Subscribed :

1,223,250,000 1,223,250,000

372,000,000 372,000,000

200,000,000 200,000,000

90,000,000 90,000,000

5,250,000,000 5,250,000,000 35,800,000 26,200,000

155,000,000 155,000,000

6,200,000,000 6,200,000,000 13,526,050,000 13,516,450,000

Called and Paid up :

815,500,000 815,500,000

372,000,000 372,000,000

200,000,000 200,000,000

90,000,000 90,000,000

5,250,000,000 5,250,000,000

35,800,000 26,200,000

155,000,000 155,000,000

3,906,000,000 3,100,000,000

10,824,300,000 10,008,700,000

2.1

2.2

Number Face Value Number Face Value

Balance as at the beginning of the year 81,550,000 1,223,250,000 81,550,000 1,223,250,000

Add: Shares issued during the year - - - -

Balance as at the end of the year 81,550,000 1,223,250,000 81,550,000 1,223,250,000

Balance as at the beginning of the year 37,200,000 372,000,000 37,200,000 372,000,000


Balance as at the end of the year 37,200,000 372,000,000 37,200,000 372,000,000







Balance as at the beginning of the year 525,000,000 5,250,000,000 25,000,000 250,000,000

Add: Shares issued during the year 500,000,000 5,000,000,000



Add: Shares issued during the year 9,600,000 9,600,000 87,100,000 87,100,000

Less: Shares redeemed during the year 65,900,000 65,900,000



Add: Shares issued during the year - -


Balance as at the beginning of the year 620,000,000 6,200,000,000

Add: Shares issued during the year - - 620,000,000 6,200,000,000


1,344,050,000 13,526,050,000 1,334,450,000 13,516,450,000

0.002% Cumulative Non-convertible Redeemable Preference Shares of Rs. 10 each / Rs 6.3 paid up

0% Non-Convertible Cumulative Redeemable Preference Shares of Rs. 10 each

Total


Share Capital

Particulars

20,000,000 (March 31, 2013: 20,000,000) 11% Non Convertible Cumulative Redeemable Preference Shares of Rs. 10 each

125,000,000 Preference Shares of Rs 1 each; (March 31, 2013: 125,000,000)

Total

81,550,000 Equity Shares of Rs 15 each; (March 31, 2013: 81,550,000 Equity Shares of Rs 15 each) {Refer Note 2.3(a)}

Total

1,226,700,000 Preference Shares of Rs 10 each; (March 31, 2013: 1,226,700,000 Preference Shares of Rs 10 each)

Total

81,550,000 Equity Shares of Rs 15 each, Rs 10 called up and paid up; (March 31, 2013: 81,550,000 Equity Shares of Rs. 15 each, Rs 10 called up and paid up)

37,200,000 (March 31, 2013: 37,200,000) 1% Compulsorily Convertible Preference Shares of Rs. 10 each, fully paid up

20,000,000 (March 31, 2013: 20,000,000) 11% Non Convertible Cumulative Redeemable Preference Shares of Rs. 10 each, fully paid up

9,000,000 (March 31, 2013: 9,000,000) 12% Non Convertible Cumulative Redeemable Preference Shares of Rs. 10 each , fully paid up

525,000,000 (March 31, 2013: 525,000,000) 0.001% Non Convertible Cumulative Redeemable Preference Shares of Rs. 10 each , fully paid up


35,800,000 (March 31, 2013: 26,200,000) 0.01 % Non Convertible Non Cumulative Redeemable Preference Shares of Rs. 1 each , fully paid up

15,500,000 (March 31, 2013: 15,500,000) 0% Non Convertible Cumulative Redeemable Preference Shares of Rs. 10 each , fully paid up

525,000,000 (March 31, 2013: 25,000,000) 0.001% Non Convertible Cumulative Redeemable Preference Shares of Rs. 10 each

35,800,000 (March 31, 2013: 26,200,000) 0.01 % Non Convertible Non Cumulative Redeemable Preference Shares of Rs. 1 each


620,000,000 (March 31, 2013: 620,000,000) 0.002% Cumulative Non-convertible Redeemable Preference Shares of Rs. 10 each/Rs 6.3 called up and paid up

620,000,000 (March 31, 2013: 620,000,000) 0.002% Cumulative Non-convertible Redeemable Preference Shares of Rs. 10 each/Rs 5.8 paid up

81,550,000 Equity Shares of Rs 15 each; (March 31, 2013: 81,550,000 Equity Shares of Rs 15 each)

37,200,000 (March 31, 2013: 37,200,000) 1% Compulsorily Convertible Preference Shares of Rs. 10 each

Issued and Subscribed

Equity Shares of Rs 15 each, Rs 10 paid up

1% Compulsorily Convertible Preference Shares of Rs. 10 each



0.001% Non-Convertible Cumulative Redeemable Preference Shares of Rs. 10 each

0.01% Non-Convertible Cumulative Redeemable Preference Shares of Rs. 1 each

In Financial Year 2012-13, the Company had increased its Authorised Share Capital from Rs. 2,385,250,000 to Rs. 13,615,250,000 divided into 81,550,000 Equity Shares of Rs. 15 each aggregating to Rs. 1,223,250,000 and 1,226,700,000 Preference Shares

of Rs.10 each aggregating to Rs. 12,267,000,000 and 125,000,000 Preference Shares of Rs. 1 each aggregating to Rs. 125,000,000.

There has been no further increase in Authorised Share Capital during Financial Year 2013-14.

As at March 31, 2014 As at March 31, 2013Particulars

Reconciliation of number and amount of shares














Balance as at the beginning of the year 525,000,000 5,250,000,000 25,000,000 250,000,000

Add: Shares issued during the year 500,000,000 5,000,000,000



Add: Shares issued during the year 9,600,000 9,600,000 87,100,000 87,100,000

Less: Shares redeemed during the year 65,900,000 65,900,000





Balance as at the beginning of the year 620,000,000 3,100,000,000

Add: Shares issued during the year 806,000,000 620,000,000 3,100,000,000


1,344,050,000 10,824,300,000 1,334,450,000 10,008,700,000

2.3

a.

b.

c.

d.

e.

In light of the aforesaid agreement and based on the valuation of the investment in the overseas subsidiary, provision for diminution other than temporary has been made and disclosed as an exceptional item in the Statement of Profit and Loss. Provision

for diminution is undertaken at the year end open valuation of investment in overseas subsidiary.

0.002% Cumulative Non-convertible Redeemable Preference Shares of Rs. 10 each/Rs 6.3 called and paid up

Called and Paid up

0.001% Non-Convertible Cumulative Redeemable Preference Shares of Rs. 10 each fully paid up

Equity Shares of Rs 15 each, Rs 10 called up and paid up

11% Non-Convertible Cumulative Redeemable Preference Shares of Rs. 10 each fully paid up

1% Compulsorily Convertible Preference Shares of Rs. 10 each fully paid up

Pursuant to the tripartite agreement entered into between Religare Capital Markets Limited (RCML), a wholly owned subsidiary of Religare Enterprises Limited (REL)[the Holding Company] and RHC Holding Private Limited, a promoter group company

(RHCPL) for providing financial support to RCML by RHCPL, severe long term restrictions have been stipulated which significantly impaired RCML to transfer funds to REL.

The terms of the agreement include (1) increasing the face value of each equity share from Rs. 10 to Rs. 15 (called up and paid up value Rs. 10) per share under section 99 of the Companies Act, 1956, (2) amending the Articles of Association of the RCML

for non-payment of dividend on partly paid shares, (3) amount remaining unpaid on partly paid equity shares to be called only on the winding up of Religare Capital Markets Limited

Revising the terms of Non-Convertible Redeemable Preference shares allotted to Religare Enterprises Limited on May 31, 2011 as to reducing the coupon rate from 12% to 0.001% and redemption period from 7 years to 20 years.

As a result of the aforesaid agreement RCML is not able to remit any money to REL in any manner by way of Dividends, Capital reduction, Buy-back and Repayment of principal or payment of interest on loan furnished by REL to RCML. Based on expert

opinions obtained by the Holding Company, the financial statements of RCML and its subsidiaries have been excluded from the Consolidated financial statements of the Holding Company w.e.f. October 01, 2011, in accordance with Para 11(b) of AS 21 -

'Consolidated Financial Statements' and the investment held by the Holding Company in equity and preference share capital of RCML has been accounted for as long term investment in accordance with AS 13- 'Accounting for Investments' in compliance

with Para 23 of AS 21 - 'Consolidated Financial Statements'.

During Financial Year 2013-14, the Company has called up 01st Call money of Rs 0.80 per share and 02nd Call Money of Rs 0.50/share out of as uncalled amount of Rs 5 per share on 62,00,00,000, 0.002% Cumulative Non-Convertible Redeemable

Preference shares issued to Religare Enterprises Limited on 03 June 2013 and 10 December 2013 respectively. Hence there has been no fresh issue of shares.


Total

0.01% Non-Convertible Cumulative Redeemable Preference Shares of Rs. 1 each fully paid up



2.4

1 Equity Shares

2 Preference shares

a.

Preference Shares Issued/ Transferred to Date of Issue/Transfer Amount

1% Compulsorily Convertible Preference Shares of 10/-each Cresswell Investments Limited 02-Sep-10 372,000,000

11% Non-Convertible Cumulative Redeemable Preference Shares of 10/-

each*

RHC Holding Private Limited 06-Dec-10 200,000,000

12% Non-Convertible Cumulative Redeemable Preference Shares of 10/-each RHC Holding Private Limited 30-Mar-11 90,000,000

b.

Preference Shares Issued/ Transferred to Date of Issue/Transfer Number of shares

0.001% Non Convertible Cumulative Redeemable Preference Shares of Rs. 10

each at a premium of Rs. 90 per share

Religare Enterprises Limited 31-May-11 25,000,000

0.01 % Non Convertible Non Cumulative Redeemable Preference Shares of

Rs. 1 each at a premium of Rs. 99 per share

RHC Holding Private Limited 27-Mar-12 5,000,000

0% Non Convertible Cumulative Redeemable Preference Shares of Rs. 10

each at a premium of Rs. 90 per share

RHC Finance Private Limited 27-December-11

17-January-12

15,500,000

11% Non Convertible Cumulative Redeemable Preference Shares

(“NCPS”) of Rs. 10 each at a premium of Rs. 40 per share. The

redemption of NCPS within tenure of maximum 5 years from the

date of allotment at a premium not exceeding Rs. 67.40 per share at

the discretion of the board and the premium on redemption if any

may be adjusted against securities premium.


(“NCPS”) of Rs. 10 each at a premium of Rs. 40 per share.

The redemption of NCPS within tenure of maximum 5 years from

the date of allotment at a premium not exceeding Rs. 70.50 per

share at the discretion of the board and premium on redemption if

any may be adjusted against securities premium.

The Company has only one class of Equity Shares having a par value of Rs. 15 per share. Each shareholder is entitled to one vote per share. The Company can only declares and pays dividend in Indian rupees. The dividend if proposed by the Board of

Directors subject to 2.3(a) is to be approved by the shareholders in the ensuing Annual General Meeting except in case of Interim Dividend. In the event of liquidation of the Company, the holders of Equity Shares will be entitled to receive any of the

remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of Equity Shares held by shareholders. In the event of inadequecy of funds, the Company has right to call the uncalled

Capital {Refer Note 2.3(a)}.

Type of shares/Terms of redemption

The redemption of NCPS as per terms of issue is within maximum 5

years from the date of allotment at a premium not exceeding Rs.

158.60 per share at the discretion of the board which has been

revised to 20 years as stated in Note 2.3(b). The premium on

redemption if any may be adjusted against securities premium.

The Preference Shares shall be redeemed at any time after 7 years

from but before 20 years from the date of the allotment of such

Preference Shares.The premium on redemption if any may be

adjusted against securities premium.

As per First Revised Term Sheet between the Company and RHC

Holding Private Limited dated March 15, 2013 the terms of certain

Preference Shares (6,590,000 in numbers, marked herein as @)

were changed to (a) reduce the terms coupon rate from existing

0.01% to 0.009%; and (b) such Preference Shares can be redeemed

at any time within 3years from the date of allotment. An amount

which will give the subscriber a return equivalent to 14% per annum

from the date of issue of Preference Shares till its redemption will

be payable by the issuer. The premium on redemption if any may be




share at the discretion of the board. The premium on redemption if


The rights, preferences and restrictions attaching to each class of shares including restrictions on the distribution of dividends and the repayment of capital:

During the year ended March 31, 2011, the Company has issued and allotted on preferential basis Preference Shares as per below:


1% Compulsorily Convertible Preference Shares (“CCPS”) of Rs. 10

each at a premium of Rs. 40 per share.

The conversion rate one Equity Share of Rs. 15 (Called up and Paid

up Rs.10 per share) issued at Rs. 50 including premium of Rs. 35 for

one CCPS within tenure of maximum 5 years at any time after one

year from the date of issue.

During the year ended March 31, 2012, the Company has issued and allotted on preferential basis Preference Shares as per below:


c.

Preference shares Issued/ Transferred to Date of Issue/Transfer Number of shares

0.002% Cumulative Non-convertible Redeemable Preference Shares of Rs. 10

each/Rs 5 paid up

Religare Enterprises Limited 28-Mar-13 620,000,000

0.001% Non Convertible Cumulative Redeemable Preference Shares of Rs. 10

each

Religare Enterprises Limited 28-Mar-13 500,000,000



RHC Holding Private Limited 04-Jun-12

28-Jun-12

16-Jul-12 @

18-Jul-12 @

26-Jul-12 @

08-Aug-12 @

21-Aug-12 @

31-Aug-12

05-Sep-12 @

20-Sep-12

30-Oct-12 @

27-Nov-12 @

04-Dec-12 @

27-Feb-13

25-Mar-13

28-Mar-13

87,100,000

0% Non Convertible Cumulative Redeemable Preference Shares# RHC Holding Private Limited 15-Mar-13 15,500,000

#

d.

Preference shares Issued/Transferred to Date of Issue/Transfer Number of shares

0.002% Cumulative Non-convertible Redeemable Preference Shares of Rs. 10

each/Rs 6.30 paid up

Religare Enterprises Limited 03-Jun-13 620000000 ^

0% Non Convertible Cumulative Redeemable Preference Shares# Todays Holdings Private Limited 06-June-13 5,500,000



RHC Holding Private Limited 03-July-13

14-Feb-14

9,600,000





During the period ended March 31, 2014, the Company has issued and allotted on preferential basis Preference Shares as per below:

During the year shares issued to RHC Finance Private Limited on 27 Dec 2011 & 17 Jan 2012 were transferred to RHC Holding Private Limited.

The redemption of Cummulative Non Convertible Reedemable

Preference Shares (called as Series D1 Preference Shares) as per

terms of issue shall not be redeemed until the earlier of (a)

redemption of all Series B Preference Shares as mentioned in the

Term Sheet dates February 10, 2012 between RCML, REL and RHC

Holding Private Limited; or (b) expiry of 20 years from the date of

allotment of Series D1 Preference Shares







allotment of Series D1 Preference Shares













be payable by the issuer. The premium on redemption if any may be

adjusted against securities premium. Further, such Preference

Shares, as stated above, were redeemed on March 28, 2013 at an

aggregate redemption amount of Rs. 7,146,083,836 representing

a) amount paid up on these shares, (b) premium paid on issuance of

these shares, and (c) agreed 14% p.a. return, hence Rs.

7,080,183,836 representing (b) & (c) above have been utilised from

securities premium a/c















be payable by the issuer.







allotment of Series D1 Preference Shares.





During the year ended March 31, 2013, the Company has issued/Transferred and allotted on preferential basis Preference Shares as per below:


12% Non-Convertible Cumulative Redeemable Preference Shares## Shimal Research Laboratories Limited 05-Aug-13 9,000,000

0% Non Convertible Cumulative Redeemable Preference Shares# RHC Holding Private Limited 15-Mar-14 8,650,000

0% Non Convertible Cumulative Redeemable Preference Shares# Shimal Research Laboratories Limited 20-Mar-14 1,350,000

^

#

##

e.

2.5

Each class of shares Relationship

31 March, 2014 31 March, 2013

Equity Shares Holding company (HC)81,550,000 81,550,000

11% Non-Convertible Cumulative Redeemable Preference Shares Others 20,000,000 20,000,000

12% Non-Convertible Cumulative Redeemable Preference Shares Others - 9,000,000

12% Non-Convertible Cumulative Redeemable Preference Shares Others 9,000,000 9,000,000

0.001% Non Convertible Cumulative Redeemable Preference Shares* Holding company (HC) 525,000,000 525,000,000

0.002% Cumulative Non-convertible Redeemable Preference Shares** Holding company (HC) - -

0% Non Convertible Cumulative Redeemable Preference Shares Others 8,650,000 15,500,000

0% Non Convertible Cumulative Redeemable Preference Shares Others 1,350,000 -

0% Non Convertible Cumulative Redeemable Preference Shares Others 5,500,000 -

0.01 % Non Convertible Non Cumulative Redeemable Preference Shares Others 35,800,000 26,200,000

Total 686,850,000 686,250,000

2.6

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

a.Equity Shares Religare Enterprises Limited and its nominees 81,550,000 100 81,550,000 100

b.Preference Shares1% Compulsorily Convertible Preference Shares Cresswell Investments Limited 37,200,000 100 37,200,000 100

11% Non-Convertible Cumulative Redeemable Preference Shares RHC Holding Private Limited 20,000,000 100 20,000,000 100

12% Non-Convertible Cumulative Redeemable Preference Shares RHC Holding Private Limited - 0 9,000,000 10012% Non-Convertible Cumulative Redeemable Preference Shares Shimal Research Laboratories Ltd. 9,000,000 100 - 0

0.001% Non Convertible Cumulative Redeemable Preference Shares Religare Enterprises Limited 525,000,000 100 525,000,000 100

0% Non Convertible Cumulative Redeemable Preference Shares RHC Holding Private Limited 8,650,000 56 15,500,000 100Shimal Research Laboratories Ltd. 1,350,000 9Todays Holdings Pvt. Ltd. 5,500,000 35

0.002% Cumulative Non-convertible Redeemable Preference Shares Religare Enterprises Limited 620,000,000 100 620,000,000 -

0.01% Non-Cumulative Non-convertible Redeemable Preference Shares RHC Holding Private Limited 35,800,000 100 26,200,000 100

2.7

During Financial Year 2013-14, the Company has called up 01st Call money of Rs 0.80 per share and 02nd Call Money of Rs 0.50/share out of as uncalled amount of Rs 5 per share on 62,00,00,000, 0.002% Cumulative Non-Convertible Redeemable

Preference shares issued to Religare Enterprises Limited on 03 June 2013 and 10 December 2013 respectively. Hence, there has been no fresh issue of shares.

During the year, RHC Holding Private Limited transferred its 55,00,000, 0% Non Convertible Cumultive Redeemable Preference shares to Todays Holdings Private Limited on 06 June 2013. Further, RHC Holding Private Limited has transferred 1,350,000

shares out of Total Shares of 10,000,000, 0% Non Convertible Cumultive Redeemable Preference shares to Shimal Research Labs Limited on 20 March 2014.

During the year, RHC Holding Private Limited has transferred 90,00,000, 12% Non-Convertible Cumulative Redeemable Preference Shares to RHC Finance Private Limited on 02 April 2013. Subsequently, RHC Finance Private Limited transferred its holding

to Shimal Research Laboratories Limited on 05 August 2013.





Number of shares held as at

Religare Enterprises Limited and its nominees

There are no arrears of preference dividend as the subscribers of preference shares as per terms of issue has undertaken to promptly waive the rights to receive dividend and the right to exercise their voting power in the event of failure by the Company

to pay dividend on preference shares.

RHC Finance Private Limited

Shimal Research Laboratories Limited

Todays Holdings Private Limited

Details of shares held by shareholders holding more than 5% of the aggregate of each class of shares in the company

The details of shares held by specified related parties are as under:

Particulars

* The above 5,000 lakh shares were issued to Religare Enterprises Limited on 28-03-2013

** The above 6,200 lakh shares were issued to Religare Enterprises Limited on 28-03-2013

RHC Holding Private Limited

Name of the Company


(“NCPS”) of Rs. 10 each at a premium of Rs. 40 per share.



share at the discretion of the board and premium on redemption if






Religare Enterprises Limited

As at 31 March, 2013As at 31 March, 2014

Shimal Research Laboratories Limited

Religare Enterprises Limited



There are no equity shares bought back by the Company during the period of five years immediately preceeding the Balance Sheet date.

Name of the shareholder


3

As at

March 31, 2014

As at

March 31, 2013


11,370,716,164 9,828,000,000

950,400,000 8,622,900,000

- 7,080,183,836

Balance as at the End of the Year 12,321,116,164 11,370,716,164

(14,018,505,497) (4,661,537,617)

-1,782,307,291 (9,356,967,880)

Balance as at the End of the Year (15,800,812,788) (14,018,505,497)

(3,479,696,624) (2,647,789,333)

4

As at

March 31, 2014

As at

March 31, 2013


Other Payables 1,156,840 5,721,368

1,156,840 5,721,368

5

As at

March 31, 2014

As at

March 31, 2013


2,602,000 5,996,413

-Lease Equalisation charge 1,941,713 485,428

4,543,713 6,481,841

6

As at

March 31, 2014

As at

March 31, 2013


- Banks 601,318,106 527,490,535.55

- 79,135,786

15,000,000 21,071,468

Total 616,318,106 627,697,790

6.1

As at

March 31, 2014

As at

March 31, 2013


Secured Borrowings

Loan repayable on demand from banks

- Bank Overdraft repayable on demand from AXIS Bank 443,738,560 503,962,575

- Bank Overdraft repayable on demand from HDFC Bank 157,579,546 23,527,961

- Total secured borrowings from banks 601,318,106 527,490,536

Unsecured Borrowings

Loan repayable on demand from - Others

Inter Corporate Loan from -

Nikhil Holdings Private Limited - 79,135,786

- Total unsecured loans and advances from other parties - 79,135,786

Loan repayable on demand from - Related Parties

Inter Corporate Loan from -

Northgate Capital Asia (India) Limited - 17,617,570

Religare Share Brokers Limited 15,000,000 -

RHC Holding Private Limited - 3,453,898

- Total unsecured loans and advances from related parties 15,000,000 21,071,468

a. Securities Premium Account

Balance as at the Beginning of the Year

Particulars

Balance as at the Beginning of the Year

Add: Net Profit/(Net Loss) for the Current Year

Total

The requisite particulars in respect of Short Term Borrowings are as under:

Other Long Term Liabilities

Long Term Provisions

Loan Repayable on Demand at the average rate of Interest of 12%. AXIS Bank Overdraft is

Secured by Fixed Deposit.

Maturity date : 8-Oct-14

Loan Repayable on Demand at the rate of Interest of 11.25%

Maturity Date: 21-07-2014

Add: Securities Premium received on Issue of Preference Shares

Provision for employee benefits (Refer Note 33)

b. Surplus/(Deficit) in Statement of Profit & Loss

Particulars of security / guarantees /

terms of repayment / default

Loan Repayable on Demand at the rate of Interest of 14.5%


Loan Repayable on Demand at the rate of Interest of 13%


Loan Repayable on Demand at the average rate of Interest of 9.85%. HDFC Bank Overdraft is

Secured by Fixed Deposit.

Maturity date : 30-Sep-14

Loan Repayable on Demand at the rate of Interest of 13%


Total

Particulars

Others

Short Term Borrowings

-Leave Encashment

Total

Particulars

- Others

None of the loans have been guaranteed by directors or officers of the company. There is no default as on the Balance Sheet date in repayment of loans and interest.

Secured loans repayable on demand from

Reserves and Surplus

Less: Securities Premium Utilised during the Year Premium on Redemption of Preference Shares

Particulars

Particulars

Unsecured loans repayable on demand from

- Related Parties


7

As at

March 31, 2014

As at

Mar 31, 2013


20,473,367 12,881,513

20,473,367 12,881,513

8

As at

March 31, 2014

As at

31 March, 2013


1,052,725 13,343,967

987,889 -

141,616,537 340,509,686

- 22,798

9,376,790 12,778,229

3,695,323 4,683,570

156,729,264 371,338,250

9

As at

March 31, 2014

As at

March 31, 2013


Gratuity 1,642,000 3,576,655

Leave Encashment (Refer Note 33) 6,792,000 4,543,685

8,434,000 8,120,340

(a) Interest accrued and due on Inter Corporate Loans

Trade Payables

Other Current Liabilities

Total

Particulars

Provision for employee benefits

Total

- Advances received from clients- Payables-Expenses

Short Term Provisions

- Statutory Dues

- Others

Dues of other than MSME parties {Refer Note 37(c)}

- Payables-Capital Goods

(b) Other Payables

Total

Particulars

Particulars

10

(Amount in Rs.)

As at April 1,

2013

Additions for

the year

Disposals for

the year

As at March

31, 2014

As at April 1,

2013

Depreciation

for the year

Disposals/

Adjustments for

the year

As at March

31, 2014

As at March

31, 2014

As at March 31,

2013

Leasehold Improvements 116,798 116,798 7,894 24,212 - 32,106 84,692 108,904

Furniture and Fixtures 1,445,518 21,550 1,467,068 189,194 93,868 - 283,062 1,184,005 1,256,324

Vehicles 50,220,050 14,101,025 36,119,025 11,012,766 5,671,382 3,929,994 12,754,153 23,364,872 39,207,284

Office Equipments 11,313,474 314,600 1,173,367 10,454,708 3,649,150 1,529,897 698,570 4,480,477 5,974,230 7,664,324

Data Processing Machines 33,843,268 561,763 4,491,925 29,913,106 15,777,298 5,045,305 2,822,946 17,999,656 11,913,450 18,065,970

Total 96,939,108 897,914 19,766,317 78,070,704 30,636,301 12,364,665 7,451,511 35,549,455 42,521,249 66,302,806

10.1

10.2

10.3 There has been a re-classification of Assets worth Rs 249,216 pertaining to FY13 from Data Processing Machines to Office Equipments.

11

(Amount in Rs.)

As at April 1,

2013

Additions for

the year

Disposals for

the year

As at March31,

2014

As at April 1,

2013

Amortization

for the year

Disposals/

Adjustments for

the year

As at March 31,

2014

As at March

31, 2014

As at March 31,

2013

Computer Software

(Purchased)

9,386,816 1,377,123 305,500 10,458,440 4,131,509 1,751,001 236,540 5,645,971 4,812,469 5,255,307

Total 9,386,816 1,377,123 305,500 10,458,440 4,131,509 1,751,001 236,540 5,645,971 4,812,469 5,255,307 11.1

11.2


NET BLOCK DEPRECIATION

Tangible Fixed Assets

There are no adjustments to Fixed Assets on account of Borrowing Costs and Exchange differences.

There is no revaluation of assets during the year or in earlier years

GROSS BLOCK

Particulars GROSS BLOCK AMORTIZATION NET BLOCK

Particulars

Intangible Fixed Assets

There are no adjustments to Fixed Assets on account of Borrowing Costs and Exchange differences.

There is no revaluation of assets during the year or in earlier years

12

As at

March 31, 2014

As at

March 31, 2013


Software Development - 14,153,073

- 14,153,073

13

No. Amount (Rs.) No. Amount (Rs.)

USD 1 366,872,370 19,027,473,175 313,162,369 15,909,147,450

USD 1 36,078,844 1,716,620,130 36,078,844 1,716,620,130

(13,650,000,000) (11,650,000,000)

7,094,093,305 5,975,767,580

As at

March 31, 2014

As at

March 31, 2013

At Cost At Cost

20,744,093,305 17,625,767,580

(13,650,000,000) (11,650,000,000)

7,094,093,305 5,975,767,580

14

As at

March 31, 2014

As at

March 31, 2013


Unsecured, considered good

- -

28,655,150 28,655,150

12,305,499 12,150,999

1,000,000 1,000,000

100,595,737 118,307,473

- -

39,712,171 - 182,268,557 160,113,622

c. Margin with Stock Exchanges

Less: Provision for Diminution other than temporary in the value

of Investments {Refer Note 2.3(d)}

Religare Capital Markets International (Mauritius) Limited

Other than trade Investments (at cost)

Total

(b) Investments in Unquoted 0% Optionally Convertible

Redeemable preference shares of Subsidiary, fully paid up

(a) Investment in Unquoted Equity Instruments of Subsidiary,

fully paid upReligare Capital Markets International (Mauritius) Limited

Face Value As at

March 31, 2014

As at

March 31, 2013

Intangible Fixed Assets under development

Non Current Investments

Particulars

Particulars

Total


- with Stock Exchanges

- with Others

b. Security Deposits :

Particulars

Aggregate amount of :

Long Term Loans and Advances

a. Capital Advances

-Unquoted Investments

Particulars

Total

Less: Provision for Diminution other than temporary in the value of Investments {Refer Note 2.3(d)}

f. MAT Credit Entitlement

Total

d. Advance Payment of Taxes and Tax Deducted at Source

(Net of Provision for Taxes Rs.149,540,151, Previous Year Rs.149,540,151)

e. Other Advances recoverable in cash or in kind or for value to be received


15

As at

March 31, 2014

As at

March 31, 2013


- 5,000,000

- -

- 5,000,000

16

No. Amount (Rs.) No. Amount (Rs.)

Unquoted Investments

INR 10 - - 9,000,000.00 900,000,000.00

Total - - 900,000,000

As at 31 March 2014 As at 31 March 2013


-Unquoted Investments - 900,000,000.00

Market Value of Unquoted Investments - 900,000,000

17

As at

March 31, 2014

As at

March 31, 2013


- - 25,465,778 19,127,144 25,465,778 19,127,144

Secured, Considered Good - - - 111,240

111,240 -

Less: Provision for Doubtful Trade Receivables * -111,240 -

- 111,240

25,465,778 19,238,384

* Rs. 4,336,250 written off as bad debts during the year ended March 31, 2013

Particulars

Aggregate amount of :

Unsecured, Considered Good

Unsecured, Considered Good

(a) Investments in 11% Non-Convertible Redeemable preference

shares, fully paid up

Unsecured, Considered Doubtful

Particulars

Secured, Considered Good

Trade Receivables outstanding for a period exceeding six months

from the date they are due for payment

Trade Receivables

As at 31 March 2014Face ValueParticulars

Current Investments

As at 31 March 2013

Total

Other Non Current Assets

Particulars

a. Other Bank balances

Trade Receivables outstanding for a period less than six months

from the date they are due for payment

- Fixed Deposits (Refer Note 18.1)

b. Balance with Gratuity Fund (Refer Note 33)

Total

Ligare Voyages Limited - Related Party


18

As at

March 31, 2014

As at

March 31, 2013


45,058 127,497

16,435,713 42,922,941

690,900,000 1,047,550,000

707,380,771 1,090,600,438

18.1Particulars

Fixed Deposits with Bank Total Kept as security* Free from any lien Total Kept as security* Free from any lien-Upto 3 months maturity from date of

acquisition - - - - - - -Upto 12 months maturity from date of

acquisition - - - 394,425,000 394,425,000 -

-Maturity more than 12 months but

within one year from the reporting data 690,900,000 690,900,000 - 653,125,000 653,125,000 -

Shown as Current Assets 690,900,000 690,900,000 - 1,047,550,000 1,047,550,000 -

-Maturity more than 12 months from the

reporting date - - 5,000,000 5,000,000 -

Shown as Non-current Assets - - - 5,000,000 5,000,000 -

Total 690,900,000 690,900,000 - 1,052,550,000 1,052,550,000 -

As at

March 31, 2014

As at

March 31, 2013

- 361,650,000

414,900,000 414,900,000

250,000,000 250,000,000

26,000,000 26,000,000

- -

690,900,000 1,052,550,000

Total

Total

b. Other Bank Balances

- Scheduled Banks

*Details of Fixed Deposits kept as security:

Balances in Current Accounts With :

- Fixed Deposits (See Note 18.1)

As at

March 31, 2013

As at

March 31, 2014

Particulars

(a) Margin money or security against borrowings

- Security with Scheduled Banks against Bank Loan by Subsidiary

(b) Secured against Bank Overdraft

(d )Margin money or security against other commitments- Pledged with National Securities Clearing Corporation Limited and Bombay Stock Exchange towards the base capital requirements of the

Stock Exchanges- Pledged towards Standby Letter of Credit Facility

(c) Secured against Bank Guarantee placed with Stock Exchange

Cash in Hand

Cash and Bank Balances

a. Cash and Cash Equivalents

Particulars


19

As at

March 31, 2014

As at

March 31, 2013


4,601,404 33,567,899

21,859,224 22,352,055

10,783,050 13,550,546

2,400,295 1,408,821

15,267,746 6,597,757 820,000 2,320,000

55,731,718 79,797,078

20

As at

March 31, 2014

As at

March 31, 2013


39,984,818 76,923,481

39,984,818 76,923,481

Interest Accrued on Fixed Deposits

Particulars

Unsecured, considered good

Loans and advances to related parties

Prepaid Expenses

Total

Other Current Assets

Particulars

Advances recoverable in cash or in kind or for value to be received

Advance Payment of Taxes and Tax Deducted at source (Provision for Wealth Tax Rs. 287,760 :Previous Year: 224,328)

Balance with Service Tax Authorities

Security deposits (others)

Total

Short Term Loans and Advances

21

As at

March 31, 2014

As at


- 736,461,685

500,000,000 500,000,000

9,287,853 54,137,798

516,360 -

24,754,090 39,183,148

74,060,295 -

51,250,094 - 659,868,692 1,329,782,631


Contingent Liabilities

21.2 RCML received a letter from The Revenue Department, Delhi (‘the Department’) dated 07 August 2013 (received on 19 August 2013) advising it to pay

stamp duty as per the rates applicable in Delhi basis that the registered office of the Company is situated in Delhi. The Company sought advise from M/s J.

Sagar & Associates and accordingly filed its submission on 12 September 2012 stating that since the place of execution of shares certificates are in

Noida/Gurgaon and the stamp duty has been paid as per rates applicable in the states of U.P./Haryana.

The Department vide its letter dated 13 September 2013 sought additional information/ documents including certificate from Statutory Auditors, which

was submitted by the Company on 10 October 2013. At the hearing held on 12 November 2013, the Company presented the matter before the Presiding

Officer (SDM), who maintained his opinion that stamp duty should have been paid as per rates applicable in Delhi and not as per UP or Haryana.

The Department vide its further letter dated 25 November 2013 sought additional information from the Company including letter from a Director

confirming the payment of stamp duty. The Company vide its letter dated 09 December 2013 submitted the information requested and awaiting for

response in the matter.

- Other committed payments not provided for as to be accrued in future

Particulars

(d) Service Tax liability for the period 2007-08 to 2011-2012 Total

(a) Guarantees

(c) Other money for which the Company is contingently liable

- Corporate guarantees for loan facility from banks availed by Subsidiary Company

(secured by pledge of investment in one share in subsidiary company) {Refer Note 21.1

(a)}

- Disputed Income Tax demands not provided for A.Y-2010-11

21.1(a) Balance outstanding as on March 31, 2014 for loan availed by Religare Capital Markets International (UK) Limited from ICICI Bank, UK for USD NIL

(Previous Year: USD 6.6Mn) and by Religare Capital Markets International (Mauritius) Limited from ICICI Bank, Bahrain for USD NIL (Previous Year: USD

6.9Mn). These liabilities have been discharged in June 2013.

21.1(b) The Company has pledged a Fixed Deposit of Rs 25 Cr against Bank Guarantee of Rs 50 Cr availed from Axis Bank towards Margin for Trading with

National Stock Exchange

(b) Guarantee given by Bank to National Stock Exchange as margin for trading {Refer

Note 21.1 (b)}



22

Year Ended

March 31, 2014

Year Ended


Sale of Services

Income from Corporate Advisory Services (Refer Nore 31) 507,482,646 93,336,063

Brokerage Income* 254,995,496 287,739,733

Income from Research Advisory Services (Refer Note 31) 14,097,683 21,972,978

Other Operating Revenue

Interest on Fixed Deposits with Banks 71,927,277 395,862,966

848,503,102 798,911,740

23

Year Ended

March 31, 2014

Year Ended

March 31, 2013


Interest Income

Interest on Staff Loans 1,607 12,130

Interest on Income Tax Refund - 3,546,290

Other Non-Operating Income (net of expenses)

Net Gain on foreign currency transactions and translation 3,376,432 -

Support Service Income 25,472,088 25,333,914 Balances Written Back 55,330 23,479 Others (Misc.Income) 1,159,585

Total 30,065,041 28,915,813

Other Income


Particulars

Particulars

Total

* Brokerage is shown at net of charges

Revenue from Operations


24

Year Ended

March 31, 2014

Year Ended


Salaries and Wages 251,317,334 518,839,032

Contribution to Provident and Other Funds (Refer Note 24.1) 14,448,260 20,153,139

Gratuity (Refer Note 24.2 and 33) 1,663,287 4,192,066

Leave Encashment (Refer Note 33) 4,488,816 3,747,196

Staff Welfare Expenses 4,078,783 4,542,289

Recruitment and Training Expenses 41,650 236,918

Total 276,038,130 551,710,640

24.1

24.2

25

Year Ended

March 31, 2014

Year Ended


Interest Expense

Interest on Inter Corporate Loans 12,790,776 448,868,825

Interest on Bank Overdraft 56,063,713 73,602,097

Interest- Others 415,533 3,028

Other Borrowing Costs

Bank Guarantee Commission Charges 5,007,226 14,682,370 Total 74,277,248 537,156,320

26

Year Ended

March 31, 2014

Year Ended


Depreciation (Refer Note 10) 12,364,665 20,686,302

Amortization (Refer Note 11) 1,751,001 1,568,218 Total 14,115,666 22,254,520

Employee Benefits Expense

Finance Costs

Depreciation and Amortization Expenses

The Company currently does not have any unfunded plans.

Particulars

Particulars

Particulars

Employee Provident Fund for all eligible employees is contributed by the Company to Regional Provident Fund Commission in line with the

Provident Fund and Miscellaneous Provisions Act, 1952. The funds are managed by the Regional Provident Fund Commissioner and the benefits

vests immediately on rendering of the services by the employee/member with Regional Provident Fund Commission.

The Company operates a Gratuity plan through the "Religare Capital Markets Limited" Group Gratuity Scheme” established as a trust. Every

employee is entitled to a benefit equivalent to fifteen days salary last drawn for each completed year of service in line with the Payment of Gratuity

Act, 1972. The same is payable at the time of separation from the Company or retirement, whichever is earlier. The benefits vest after five years of

continuous service.


27

Year Ended

March 31, 2014

Year Ended


- 260,661 1,179,231 1,272,346 3,595,167 3,375,489

1,374,644 845,516

27,692,854 90,684

3,226,251 2,029,617

374,552 322,880

40,369,898 52,786,305

8,058,575 12,121,494

2,482,904 2,238,483

1,584,411 2,023,202

7,199,755 6,138,210

32,510,829 78,569,547

6,281,830 4,047,876

12,407,762 7,084,283

15,651,450 14,097,578

522,658 882,865

13,768,816 17,139,591

40,250,381 53,982,746

119,881 111,851

343,676 701,357

700,000 946,267

(721,773) 8,747,391

2,046,100 1,781,068

16,768,797 1,182,935 111,240 - (4,419) 2,726,189

55,157,284 626,578

1,541,636 4,485,005

Total 296,444,390 280,618,014

27.1

Year Ended

March 31, 2014

Year Ended

March 31, 2013


As Auditors:

Audit fees 650,000 698,540

Tax Audit fees 50,000 50,000

In other Capacity:

Reimbursement of Expenses - 197,727

Total 700,000 946,267

Advertisement and Business Promotion

Payment to Auditors (Refer note 27.1)

Office Expenses

Postage and Courier

Support Service Expenses

Particulars

Loss on Account of Error Trades

Rent

Software Licence expenses

Bad Debts Written Off

Net Loss on foreign currency transactions and translationBank Charges

Other Expenses

Particulars

Provisions against Doubtful Debts (Refer note 32)Loss on Sale /Write off of Fixed Assets

Contractual Manpower Expenses

Payments to Auditors

Miscellaneous Expenses

Prior Period Expenses

Rates and Taxes, excluding, taxes on income

Insurance

Repairs and Maintenance-Others

Communication Expenses

Membership and Subsciption Charges

Stamp Charges

Transaction Charges

Filling Fees

Electricity

Fines & Penalties

Legal and Professional Expenses

Printing and Stationery

Travelling and Conveyance


28

Year Ended

March 31, 2014

Year Ended

March 31, 2013


Current tax 39,712,171 -

Deferred tax - -

Other Items

-Taxes for earlier years - -

Total 39,712,171 -

29

Year Ended

March 31, 2014

Year Ended

March 31, 2013

(1,822,019,462) (9,356,967,880)

36,647,947 36,523,727

5,945,213 5,925,062

(1,864,612,622) (9,399,416,668)

81,550,000 81,550,000

118,750,000 118,750,000

15 15

(22.86) (115.26)

(22.86) (115.26)

30

Year Ended

March 31, 2014

Year Ended


Legal and Professional Fees - 1,020,978

Other Matters

Travelling expenses 1,689,663 2,849,136

Software expenses 1,672,250 2,715,747

Subscription expenses 5,141,305 18,349,936

Advertisement and Business Promotion 6,340,955 1,254,443

Postage and Printing Expenses 10,771 -

Mobile and Connectivity Expenses 258,568 - Capital Work in Progress Written off 14,153,073 - Support Services and Out of Pocket Reimbursement - Intercompany 3,621,715

32,888,300 26,190,240

Particulars

Particulars

Particulars

Net Profit/(Loss) after tax

Less:- Dividend on Cumulative Preferences Share

Net Profit/(Loss) after tax available for equity shareholders (Rs.)

Weighted average number of equity shares

For Basic EPS

Less:- Provision for Dividend distribution tax on Cumulative Preferences Shares Dividend

For Diluted EPS

Nominal Value of share

Total

Tax Expense

Earnings per Equity Share

Expenditure in Foreign Currency on account of:

Earning per share (EPS) (In Rupees)

Basic

Diluted


31

Year Ended

March 31, 2014

Year Ended


Other income, indicating the nature thereof:

Corporate Advisory Services 324,726,316 5,521,500

Support Services Income 25,472,088 25,333,914

Research Advisory Services 14,097,683 21,972,978

Miscellaneous Income 90,734 Total 364,386,821 52,828,392

32

Year ended

March 31, 2014

Year ended

March 31, 2013Amount (Rs) Amount (Rs)

Transfer to Provisions -

Provision for Doubtful Debts 111,240 -

Total 111,240 -

Provision against Doubtful Debts

Particulars

Particulars

Earning in Foreign Currency on account of:

33

(Amount in Rs.)

2013-14 2012-13 2013-14 2012-13

I Assumptions

Mortality

Indian Assured Lives

Mortality (1994-96)

Modified Ultimate*


Mortality (1994-96)

Modified Ultimate*


Mortality (1994-96)

Modified Ultimate*


Mortality (1994-96)

Modified Ultimate*

Discount Rate 8.5% 7.9% 8.5% 7.9%

Rate of increase in compensation 6% 6% 6% 6%

Rate of return(expected) on Plan Assets NA NA 8% 8%

Withdrawal rates

18-35: 65% p.a., 36-45:

45% p.a., 46 and

above: 25% p.a.**

18-35: 65% p.a., 36-45:

45% p.a., 46 and above:

25% p.a. and for CEO +:

10% p.a.**

18-35: 65% p.a., 36-45:


25% p.a.**

18-35: 65% p.a., 36-45:


25% p.a. and for CEO +:

10% p.a.**

Expected average remaining working lives of employees 2 2.43 2 2.42

II Changes in present value of obligations

PBO at beginning of year 10,540,098 12,608,797 6,702,386 3,041,979

Interest Cost 606,227 743,687 526,137 227,904

Current Service Cost 4,563,067 4,353,003 1,400,290 1,301,199

Benefits Paid (5,634,914) (5,815,895) - (848,426)

Actuarial (gain)/loss on obligation (680,478) (1,349,494) 785,187 2,979,730 PBO at end of year 9,394,000 10,540,098 9,414,000 6,702,386

III Changes in fair value of plan assets

Fair Value of Plan Assets at beginning of year 3,125,732 3,657,390

Expected Return of Plan Assets 394,000 271,578

Contributions made 3,597,942 -

Benefits paid - (848,426)

Actuarial gain / (loss) on plan assets 654,326 45,190

Fair Value of Plan Assets at end of year 7,772,000 3,125,732

IV Fair Value of Plan Assets -

Fair Value of Plan Assets at beginning of year 3,125,732 3,657,390

Actual Return of plan assets 1,048,326 316,768

Contributions made 3,597,942 -

Benefit paid - (848,426)

Fair Value of Plan Assets at end of year 7,772,000 3,125,732

Funded Status -deficit/(surplus) 1,642,000 3,576,655

Excess of actual over estimated return on Plan Assets 654,326 45,190

V Actuarial Gain/(loss) Recognised

Actuarial Gain/(loss) for the year ( Obligation) 680,478 1,349,494 (785,187) (2,979,730)

Actuarial Gain/(loss) for the year ( Plan Assets) N.A N.A 654,326 45,190

Total Gain/(Loss) for the year 680,478 1,349,494 (130,861) (2,934,540)

Actuarial Gain/(loss) Recognised for the year 680,478 1,349,494 (130,861) (2,934,540) Unrecognised Actuarial Gain /(Loss) at the end of year - - - -

VI Experience Adjustments

Benefit Obligation 9,394,000 10,540,098 9,414,000 6,702,386

Fair Value of plan Assets - - 7,772,000 3,125,732

Funded Status - deficit/(surplus) 9,394,000 10,540,098 1,642,000 3,576,655

Experience adjustments on plan liabilities Gain/(Loss) 585,478 1,349,494 (921,187) (1,176,516)

Actuarial Gain/(Loss) due to change on Assumptions 95,000 N.A 136,000 N.A

Experience adjustments on Plan Assets N.A N.A 654,326 45,190

VII Amounts to be recognised in the balance sheet

PBO at the end of year 9,394,000 10,540,098 9,414,000 6,702,386

Fair Value of Plan Assets at end of year N.A N.A 7,772,000 3,125,732

Funded Status -deficit/(surplus) (9,394,000) 10,540,098 (1,642,000) 3,576,755

Unrecognised Actuarial Gain /(Loss) - - - Net ( Asset)/Liability recognised in the Balance Sheet (9,394,000) 10,540,098 (1,642,000) 3,576,755

VIII Expense Recongised

Current Service Cost 4,563,067 4,353,003 1,400,290 1,301,199

Interest Cost 606,227 743,687 526,137 227,904

Expected Return on Plan Assets N.A N.A (394,000) (271,578)

Net Actuarial (Gain) /Loss recognised for the year (680,478) (1,349,494) 130,861 2,934,540

Expense recongised in the Statement of Profit and Loss 4,488,816 3,747,196 1,663,288 4,192,066

IX Movements in the Liability recognised in Balance Sheet

Opening Net Liability 10,540,098 12,608,797 3,576,655 (615,411)

Expenses as above 4,488,816 3,747,196 1,663,288 4,192,066

Benefits paid/Contribution made (5,634,914) (5,815,895) (3,597,942) -

Closing Net Liability 9,394,000 10,540,098 1,642,000 3,576,655

X Current and Non Current Liability

Non Current Assets - - - -

Current Liability 6,792,000 4,543,685 1,642,000 3,576,655

Non Current Liability 2,602,000 5,996,413 - -

*

**


Previously called LIC (1994-1996) mortality table

The Assumption on expected average remaining working lives of the employees has been updated based on the Company's expectation on the basis of average

attrition rate over the last 12 months as per the studies conducted by the Company

Employee Benefits - Gratuity and Leave Encashment

Leave Encashment Gratuity

N.A

N.A

N.A

N.A

Disclosures relating to actuarial valuation of Leave encashment and Gratuity liability:

The following tables summarize the components of the net employee benefit expenses recognized in the Statement of Profit and Loss, the fund status and amount

recognized in the Balance Sheet for the Gratuity and Leave Encashment.

34

a.) Information about Primary Business Segments

(Amount in Rs.)

Particulars Investment Broking Financial Advisory Others/Unallocated Total

(i) Segment Revenue External Revenue 47,841,849 295,829,371 534,841,593 - 878,512,813

- 329,878,002 98,504,686 - 428,382,688

Balances Written Back 3,013 18,632 33,685 - 55,330 10,401 10,337 2,741 23,479

Total Revenue 47,844,862 295,848,003 534,875,278 - 878,568,143 10,401 329,888,339 98,507,427 - 428,406,167

(ii) Segment ResultsTotal Segment Results (2,009,159,198) (68,987,787) 298,974,727 (5,793,894) (1,784,966,153)

(8,739,812,186) (292,403,636) (194,576,214) (7,123,280) (9,233,915,316)

Less: Interest expense 58,761,976 3,742,262 6,765,784 - 69,270,022 522,209,744 208,838 55,368 522,473,950

Add: Interest Income 47,712,277 24,216,607 - - 71,928,884 354,210,870 41,664,083 143 3,546,290 399,421,386

Income Taxes (Current and Deferred Tax) 39,712,171 -

MAT Credit Entitlement (39,712,171) -

Profit/(Loss) after Tax (1,782,307,291) (9,356,967,880)

(iii) Segment Assets 7,535,862,198 528,310,101 63,892,987 - 8,128,065,286 7,555,644,969 557,586,365 124,270,691 - 8,237,502,025

Unallocated Corporate Assets - - - 24,193,380 24,193,380 155,649,744 155,649,744

Total Assets 7,535,862,198 528,310,101 63,892,987 24,193,380 8,152,258,666 7,555,644,969 557,586,365 124,270,691 155,649,744 8,393,151,769

(iv) Segment liabilities 629,679,389 27,388,694 24,835,366 - 681,903,449 541,795,795 168,927,443 307,507,078 - 1,018,230,316

Unallocated Corporate Liabilities - - - 125,751,841 125,751,841 14,010,785 14,010,785

Total liabilities 629,679,389 27,388,694 24,835,366 125,751,841 807,655,290 - - - - 1,032,241,101

(v) Capital Expenditure - 1,887,724 387,314 2,275,038 - 1,748,639 12,467,716 5,636,437 19,852,792

(vi) Depreciation/Amortisation 4,819,774 3,504,435 5,791,457 14,115,666 - 11,226,637 4,497,653 6,530,230 22,254,520

(vii) Non Cash Expenditure other than Depreciation 2,000,000,000 - - - 2,000,000,000

8,650,000,000 - - - 8,650,000,000

Previous years figures are in Italics


SEGMENT REPORTING:

b.) Geographical Segment: The company operates in one geographic segment namely "within India" and hence no separate information for geographical

segment disclosure is required.

35.1

Sr. No. Name of the entity Remarks Effective Date

1 Religare Enterprises Limited Holding Company April 01, 2013

1 Religare Capital Markets International (Mauritius) Limited N.A. -do-

1. Religare Capital Markets International (UK) Limited N.A. -do-

2. Hichens, Harrison (Ventures) Limited Dissolved Upto October 15, 2013

3. Religare Capital Markets (UK) Limited N.A. -do-

4. Religare Capital Markets Inc. Became direct subsidiary of Religare Capital Markets

International (Mauritius) Limited.31-May-13

5. London Wall Nominees LimitedCeased to be subsidiary of the company pursuant to sale of

its entire shareholding w.e.f. July 23, 2013.July 23, 2013

6. Charterpace Limited N.A. -do-

7. Tobler (Mauritius) Limited N.A. -do-

8. Tobler UK Limited N.A. -do-

9. Religare Global Asset Management Japan Co. Ltd. Dissolved Upto Sep 24, 2013

10. Strategic Research Limited N.A. -do-

11. Religare Investment Holdings (UK) Limited N.A. -do-

12. Religare Securities Australia Pty Limited Dissolved Upto October 30, 2013

13. Religare Capital Markets (Hong Kong) Limited N.A. -do-

14. Bartleet Religare Securities (Private) Limited (name changed from Bartleet Mallory

Stockbrokers (Private) Limited w.e.f June 24, 2011)N.A. -do-

15. Bartleet Asset Management (Private) Limited N.A. -do-

16. Religare Capital Markets (Europe) Limited N.A. -do-

17. Religare Capital Markets Corporate Finance Pte Limited N.A. -do-

18. Kyte Management Limited (KML) N.A. -do-

19. Religare Bartleet Capital Markets (Private) Limited N.A. -do-

20. Religare Capital Markets (Singapore) Pte. Limited N.A. -do-

21. Religare Capital Markets (Beijing) Limited N.A. -do-

1. Religare Finvest Limited N.A. April 01, 2013

2. REL Infrafacilities Limited N.A. -do-

3. Religare Finance Limited N.A. -do-

4. Religare Securities Limited N.A. -do-

5. Religare Health Insurance Company Limited N.A. -do-

6. Religare Arts Initiative Limited

Religare Enterprises Ltd. (“REL”) has sold 25% in Religare

Arts Initiative Limited (RAIL) to a third party. REL holds 75%

stake in RAIL as on date. Thus RAIL is now subsidiary of REL

instead of Wholly-owned subsidiary w.e.f. March 28, 2014

-do-

7. Vistaar Capital Advisors Limited

(Formerly Vistaar Religare Capital Advisors Limited)

REL has sold its entire 74% stake in the Company to Third

party.Upto March 28, 2014

8. Religare Capital Markets (India) Limited N.A. -do-

9. RGAM Investment Advisers Private Limited (Formerly RGAM Corporation Private Limited)

Name changed from RGAM Corporation Private Limited to

RGAM Investment Advisers Private Limited w.e.f. November

26, 2013

-do-

10. Religare Commodity Broking Private Limited N.A. -do-

Subsidiaries of Subsidiary

Fellow Subsidiaries

RELATED PARTY DISCLOSURES

A. Enterprises that directly, or indirectly through one or more intermediaries, control, or are controlled by, or are under the common control with, the reporting enterprise

Subsidiary Companies

35.1 RELATED PARTY DISCLOSURES

1. Religare Arts Investment Management Limited

RGAM Investment Advisers Private Limited (“RGAM”) has

acquired 100% stake in the Company from Religare Arts

Initiative Limited (“RAIL”). Pursuant to this change, the

Company is now a wholly owned subsidiary of RGAM,

instead of that of RAIL w.e.f. March 27, 2014.

April 01, 2013

2. Religare Invesco Asset Management Company Private LimitedName changed from Religare Asset Management Company

Pvt. Limited April 02, 2013

3. Religare Invesco Trustee Company Private Limited Name changed from Religare Trustee Company Pvt. Limited May 01, 2013

4. Religare Advisory Services Limited N.A. -do-

5. Religare Comtrade Limited Name changed from Religare Bullion Limited June 13, 2013

6. Religare Commodities Limited N.A. -do-

7. Religare Housing Development Finance Corporation Limited N.A. -do-

8. Religare Global Asset Management Inc. N.A. -do-

9. Northgate Capital LLC N.A.

10. Northgate Capital LP N.A.

11. Religare Share Brokers Limited N.A. -do-

12. Northgate Capital Asia (India) Limited N.A.

13. Religare Investment Advisors Limited N.A. -do-

14. Landmark Partners LLC [LP] N.A. -do-

15. Landmark Equity Advisors LLC N.A. -do-

16. Landmark Reality Advisors LLC N.A. -do-

17. Mill Pond Associates LLC N.A. -do-

18. Religare Venture Capital Limited N.A. -do-

19. Religare Health Trust Trustee Manager Pte. Ltd. N.A. -do-

20. Religare Portfolio Managers and Advisors Private Limited (Formerly P.N. Vijay Financial

Services Private Limited)

- Became wholly owned subsidiary of RGAM Corporation

Private Limited w.e.f. April 15, 2013

- Name changed from PN Vijay Financial Services Private

Limited to Religare Portfolio Managers and Advisors Private

Limited w.e.f. November 27, 2013

21. Northgate Capital Asia Limited, Hong Kong Became wholly owned subsidiary of Northgate Capital LLC

22. NGEM Mexico S. de R.L. de C.V., Mexico Became wholly owned subsidiary of Northgate Capital LLC

23. Big Vision Land Developers (Private) Limited N.A. -do-

24. Cheryl Advisory (Private) LimitedReligare Finvest Limited has sold the entire stake in the

Company w.e.f. November 26, 2013Upto November 26, 2013

25. Empower Estate Developers (Private) Limited N.A. -do-

26. LMK Services Inc.Wholly owned subsidiary of Landmark Partners LLC, USA,

which is a subsidiary of RGAM Corporation Private LimitedJune 05, 2013

27. Religare Wealth Management Limited (Formerly Religare Macquarie Wealth Management

Limited)

The Company has become a wholly owned subsidiary of

Religare Securities Limited w.e.f. November 27, 2013

(prior to this it was 50% Joint Venture of Religare

Enterprises Limited)

Name changed from Religare Macquarie Wealth

Management Limited to Religare Wealth Management

Limited w.e.f. November 27, 2013

28. Religare Credit Advisors LLP

LLP incorporated on 20th December 2013. RGAM

Investment Advisers Private Limited and Religare Venture

Capital Limited are the Partners in the LLP with 99% and 1%

capital contribution, respectively

20th December 2013

29. Cerestra Capital Advisors LLP

Cerestra Capital Advisors LLP has been incorporated w.e.f.

February 7, 2014 to provide consultancy in investment

management services and portfolio management. RGAM

Investment Advisers Private Limited and Religare Venture

Capital Limited are the Partners in the LLP with 99% and 1%

capital contribution, respectively

07-Feb-14

Sr. No. Name of the Individuals Remarks Effective Date

1 Nil Nil

Sr. No. Name of the Individuals Remarks Effective Date

1 Mr. Malvinder Mohan Singh Promoters 01.04.2013

2 Mr. Shivinder Mohan Singh -do- -do-

3 Mrs. Aditi Shivinder Singh Relatives -do-

4 Mrs. Nimmi Singh -do- -do-

5 Master Udayveer Parvinder Singh -do- -do-

6 Master Anhad Parvinder Singh -do- -do-

7 Master Vivan Parvinder Singh -do- -do-

8 Master Kabir Parvinder Singh -do- -do-

9 Mrs. Harjit Grewal -do- -do-

10 Mrs. Japna Malvinder Singh -do- -do-

11 Baby Nimrita Parvinder Singh -do- -do-

12 Baby Nanaki Parvinder Singh -do- -do-

13 Baby Nandini Parvinder Singh -do- -do-

Subsidiaries of fellow subsidiaries

-do-

-do-

-do-

April 15, 2013

Dec 01, 2010

January 20, 2012

November 27, 2013

B. Associates and joint ventures of the reporting enterprise and the investing party or venture in respect of which the reporting enterprise is an associates or a joint venture

C. Individuals owning, directly or indirectly, an interest in the voting power of the reporting enterprise that gives them control or significant influence over the enterprise, and relatives of

any such individual


Sr. No. Name Remarks Effective Date

1 01.04.2013

1.1 Mr. K.S. Chandwaskar Relatives -do-

1.2 Smt. Rashmi Chandwaskar -do- -do-

1.3 Smt. Priya Chandwaskar -do- -do-

1.4 Mr. Pranamya Chandwaskar -do- -do-

1.5 Smt. Shashilekha Kasture -do- -do-

1.6 Ms. Pratiksha Chandwaskar -do- -do-

2 01.04.2013

2.1 Mr. Hasmukh Sanghvi Relatives -do-

2.2 Mrs. Hansa Sanghvi -do- -do-

2.3 Mr. Bechar Das Sanghvi -do- -do-

2.4 Mrs. Pushpa Sanghvi -do- -do-

2.5 Mr. Abheychand Lathia -do- -do-

2.6 Mrs. Naval Lathiya -do- -do-

2.7 Mrs. Amisha Sanghvi -do- -do-

2.8 Mr. Rishabh Sanghvi -do- -do-

2.9 Ms. Pooja Sanghvi -do- -do-

3 01.04.2013

3.1 Mrs. Damini Pitale -do- -do-

3.2 Ms. Simran Pitale -do- -do-

3.3 Mrs. Vrunda Pitale -do- -do-

3.4 Mr. Vinod Pitale -do- -do-

3.5 Mr. Tanish Pitale -do- -do-

3.6 Mr. Aashish Pitale -do- -do-

3.7 Mrs. Lavina Pitale -do- -do-

3.8 Mrs. Parul Vedak -do- -do-

3.9 Mr. Kshitij Vedak -do- -do-

4 01.04.2013

4.1 Mrs. Nilima Trivedi -do- -do-

4.2 Mrs. Smita Trivedi -do- -do-

4.3 Mr. Y.P. Trivedi -do- -do-

4.4 Mr. Aditya Trivedi -do- -do-

4.5 Mr. Aayush Trivedi -do- -do-

5 01.04.2013

5.1 Mrs. Sharda Pareek -do- -do-

5.2 Mr. Jai Pareek -do- -do-

5.3 Mrs. Jeeyani Pareek -do- -do-

5.4 Mr. Madan Pareek -do- -do-

5.5 Harinarayan Pareek -do- -do-

5.6 Shymadevi Pareek -do- -do-

5.7 Mahavir Prasad Tripathi -do- -do-

5.8 Saroj Tripathi -do- -do-

5.9 Shilpa Pareek -do- -do-

5.1 Anagat Pareek -do- -do-

6 01.04.2013

6.1 Mrs. Sheetal Gulati -do- -do-

6.2 Mr. Sudesh Chander Gulati -do- -do-

6.3 Mrs. Suksham Gulati -do- -do-

6.4 Mr. Yajat Gulati -do- -do-

6.5 Mr Sumit Gulati -do- -do-

6.6 Mrs Sunaina Gulati -do- -do-

7 01.04.2013

7.1 Mr. Gautam Champaklal Teli -do- -do-

7.2 Mrs. Kumud Teli -do- -do-

7.3 Mr. Pranay Teli -do- -do-

7.4 Mrs. Nidhi Teli -do- -do-

Sr. No. Name of the entity Remarks Effective Date

1 Malav Holdings Private Limited N.A. 01.04.2013

2 Luxury Farms Private Limited N.A. -do-

3 Vistas Complexes Private Limited (Formerly Auspicious Estate Private Limited) N.A. -do-

4 Vistas Realtors Private Limited N.A. -do-

5 Shivi Holdings Private Limited N.A. -do-

6 Greenview Buildtech Private Limited N.A. -do-

7 Chetak Pharmaceuticals Private Limited N.A. -do-

8 R C Nursuery Private Limited N.A. -do-

9 Oscar Investments Limited N.A. -do-

10 RHC Holding Private Limited N.A. -do-

11 ANR Securities Private LimitedConverted into a Private. Limited Company w.e.f. July 30,

2013July 30, 2013

12 Meadows Buildtech Private Limited N.A. -do-

13 A-1 Book Company Private Limited N.A. -do-

14 Shimal Research Laboratories Limited N.A. -do-

15

16 Fortis Clinical Research Limited N.A. -do-

17 Fortis Hospotel Limited N.A. -do-

18 Fortis Hospital Management Limited N.A. -do-

19 International Hospital Limited N.A. -do-

20 Fortis Healthstaff Limited N.A. -do-

21 Fortis C-Doc Healthcare Private Limited N.A. -do-

22 Fortis Malar Hospitals Limited N.A. -do-

23 Escorts Heart Institute and Research Centre Limited N.A. -do-

24 Escorts Hospital and Research Centre Limited Merged into International Hospital Limited w.e.f. January

17, 2014Upto January 17, 2014

25 Escorts Heart and Super Specialty Hospital Limited N.A. -do-

26 Escorts Heart and Super Specialty Institute LimitedMerged into International Hospital Limited w.e.f. January

17, 2014Upto January 17, 2014

Mr. Prasanna Chandwaskar

Mr. Gautam Trivedi

D. Key management personnel and relatives of such personnel

Mr. Vipul Sanghvi

Mr. Ankush Pitale

Mr. Anupam Pareek

Mr. Rohit Gulati

Mr. Siddharth Teli

E. Enterprises over which any person described in (c) or (d) is able to exercise significant influence. (includes the enterprises owned by directors or major shareholders of the reporting

enterprise and enterprises that have a member of key management in common with the reporting enterprise)

35.1 RELATED PARTY DISCLOSURES27 Dion Global Solutions Limited N.A. -do-

28 Lalitha Healthcare Private Limited N.A. -do-

29 Fortis Health Management Limited N.A. -do-

30 Fortis Healthcare Limited N.A. -do-

31 AEGON Religare Life Insurance Company Limited N.A. -do-

32 HealthFore Technologies Limited Name changed from Religare Technologies Limited April 29, 2013

34 Ligare Aviation LimitedName of “Religare Aviation Limited” has been changed to

"Ligare Aviation Limited" w. e. f. August 14, 2013.August 14, 2013

35 Ligare Aviation Engineering Limited N.A. -do-

36 Ligare Voyages (Ireland) Limited N.A. -do-

37 Ligare Travels Limited N.A. -do-

38 OliveRays Innovations Limited N.A. -do-

39 SRL Limited N.A. -do-

40 MENA Healthcare Investment Company Limited N.A. -do-

41 Super Religare Laboratories International FZ-LLC N.A. -do-

42 Medsource Health Care Private Limited N.A. -do-

43 Dion Global Solutions Pty. Limited N.A. -do-

44 Regius Overseas Holding Co. Ltd. N.A. -do-

45 Dion Global Solutions (Australia) Pty. Ltd. N.A. -do-

46 Dion Global Solutions (Development) Pty Ltd. N.A. -do-

47 Dion Global Solutions (Asia Pacific) Pty Ltd. N.A. -do-

48 Dion Global Solutions (NZ) Ltd. N.A. -do-

49 Dion Global Solutions (HK) Ltd. N.A. -do-

50 Dion Global Solutions (UK) Ltd. N.A. -do-

51 Dion Global Solutions (MY) Sdn Bhd N.A. -do-

52 Dion Global Solutions (Singapore) Pte Ltd N.A. -do-

53 Dion Global Solutions Vietnam Company Ltd. N.A. -do-

54 Fortis Hospitals Limited N.A. -do-

55 Bindas Realtors Private Limited N.A. -do-

56 Malar Stars Medicare Limited N.A. -do-

57 Ligare Training Academy Limited

Name of “Religare Aviation Training Academy Limited” has

been changed to "Ligare Training Academy Limited" w. e. f.

August 6, 2013

August 6, 2013

58 Fortis Global Healthcare (Mauritius) Limited N.A. -do-

59 RHC IT Solutions Private Limited (Formerly Religare Infotech Private Limited)Name changed from Religare Infotech Private Limited to

RHC IT Solutions Private Limited w.e.f. November 13, 2013-do-

60 RHC IT Solutions Pty Limited (Formerly Religare Infotech Pty Ltd)Name changed from Religare Infotech Pty Limited to RHC IT

Solutions Pty Limited w.e.f. November 18, 2013-do-

61 Green Biofuels Farms Private LimitedBecame Subsidiary of RHC Holding Private Limited w.e.f. July

15, 2013July 15, 2013

62 Sunrise Medicare Private Limited N.A. -do-

63 Fortis Medicare International Limited N.A. -do-

64 Fortis Asia Healthcare Pte Ltd N.A. -do-

65 Ocean Span Shipping Company Limited Mr. Tarun Kataria holds 62.93% Upto August 31, 2013

66 D. Kataria & Co. (Maritime) Pvt. Ltd Mr. Tarun Kataria holds 21.50% Upto August 31, 2013

67 Fortis C-Doc Healthcare Limited

Pursuant to the merger Fortis Health Management (North)

Limited (earlier Holding Company) with Fortis Hospitals

Limited, the Company has now become a subsidiary of

Fortis Hospitals Limited

Sep 01, 2013

68 Todays Holdings Private Limited N.A. -do-

69 RHC Financial Services (Mauritius) Ltd N.A. -do-

70 Shimal Healthcare Private Limited (Formerly Religare United Soccer Limited)Status has been changed from Public Limited to Private

Limited w.e.f January 22, 2014-do-

71 RHC Holding PTE Ltd N.A. -do-

72 Fortis Healthcare Singapore Pte Limited N.A. -do-

73 Altai Investments Limited Divested Upto October 24, 2013

74 Quality Healthcare Limited Divested Upto October 24, 2013

75 Quality Healthcare Medical Services Limited Divested Upto October 24, 2013

76 Portex Limited Divested Upto October 24, 2013

77 Quality Healthcare Services Limited Divested Upto October 24, 2013

78 Green Apple Associates Limited Divested Upto October 24, 2013

79 Quality HealthCare Hongkong Limited Divested Upto October 24, 2013

80 Quality HealthCare Medical Services (Macau)Limited Divested Upto October 24, 2013

81 Berkshire Group Limited Divested Upto October 24, 2013

82 HealthCare Opportunities Limited Divested Upto October 24, 2013

83 Smart Lab Limited Divested Upto October 24, 2013

84 Quality HealthCare Medical Centre Limited Divested Upto October 24, 2013

85 Universal Lane Limited Divested Upto October 24, 2013

86 Quality HealthCare Chinese Medicine Limited Divested Upto October 24, 2013

87 Quality HealthCare Psychological Services Limited Divested Upto October 24, 2013

88 Quality HealthCare Dental Services Limited Divested Upto October 24, 2013

89 Quality HealthCare Nursing Agency Limited Divested Upto October 24, 2013

90 Quality HealthCare Physiotherapy Services Limited Divested Upto October 24, 2013

91 Dynamic People Group Limited Divested Upto October 24, 2013

92 Normandy (Hongkong) Limited Divested Upto October 24, 2013

93 TCM Products Limited Divested Upto October 24, 2013

94 Great Option Limited Divested Upto October 24, 2013

95 Marvellous Way Limited Divested Upto October 24, 2013

96 Allied Medical Practices Guild Limited Divested Upto October 24, 2013

97 Quality HealthCare Professional Services Limited Divested Upto October 24, 2013

98 DB Health Services Limited Divested Upto October 24, 2013

99 GHC Holding Limited Divested Upto October 24, 2013

100 CASE Specialist Limited Divested Upto October 24, 2013

101 Jadeast Limited Divested Upto October 24, 2013

102 Jadefairs International Limited Divested Upto October 24, 2013

103 Jadison Investment Limited Divested Upto October 24, 2013

104 Jadway International Limited Divested Upto October 24, 2013

105 Megafaith International Limited Divested Upto October 24, 2013

106 Medical Management Company Limited N.A. -do-

Fortis Healthcare Holdings Private Limited

[Formally known as Fortis Healthcare Holdings -do-

Limited]

108 Hospitalia Information Systems Private LimitedMerged with RHC Finance Pvt. Limited w.e.f. November 30,

2013Upto November 30, 2013

33 Ligare Voyages Limited N.A. -do-

107 N.A.

35.1 RELATED PARTY DISCLOSURES109 Hospitalia Eastern Private Limited N.A. -do-

110 Hiranandani Healthcare Private Limited N.A. -do-

111 Fortis Healthcare International Limited N.A. -do-

-do-

-do-

Kanishka Housing Development Company Limited

(Name changed to Kanishka Healthcare Limited W.e.f April 08, 2011) Upto January 17, 2014

-do-

116 Fortis Healthcare India Holdings Pte Ltd N.A. -do-

-do-

-do-

Merged into International Hospital Limited w.e.f. January

17, 2014

115 Fortis Healthcare Global Pte Ltd N.A.

112 RWL Healthworld Limited (Formerly Religare Wellness Limited)Name changed from Religare Wellness Limited to RWL

Healthworld Limited w.e.f. October 21, 2013

113 Fortis Emergency Services Ltd. N.A.

114

117 Maple Leaf Buildcon Private Limited N.A.

118 Fortis Global Healthcare Infrastructure Pte Limited N.A.

35.1 RELATED PARTY DISCLOSURESFortis Health Management (East) Limited

(India)

Fortis Health Management (West) Limited

(India)

Fortis Health Management (South) Limited

(India)

Fortis Health Management (North) Limited

(India)

123 SRL Diagnostics Private Limited N.A. -do-

124 Fortis Healthcare International Limited N.A. -do-

126 DDRC SRL Diagnostics private Limited N.A. -do-

127 Finserve Shared Services Limited (Formerly Religare Corporate Services Limited)Name changed from Religare Corporate Services Limited to

Finserve Shared Services Limited w.e.f. December 02, 2013-do-

128 Indigo (London) Holdings Ltd. N.A. -do-

129 Indigo (London) Limited N.A. -do-

130 Investmaster Holdings Limited N.A. -do-

131 Dion Global Solutions (London) Limited N.A. -do-

132 Consort Information Systems Limited N.A. -do-

133 Consort Securities Systems Limited N.A. -do-

134 Adminsource (UK) Limited N.A. -do-

135 Dion Global Solutions (Canada) Ltd. N.A. -do-

136 Dion Global Solutions Gmbh (Germany) N.A. -do-

137 Imagnos AG (Switzerland) N.A. -do-

138 Fortis Healthcare International Pte Ltd N.A. -do-

139 Vistas Artworks Private Limited N.A. -do-

140 Ranchem Limited N.A. -do-

141 Ligare Airlines Limited N.A. -do-

142 Noah Capital Markets (EMEA) Limited

143 Noah Capital Markets (Pty) Limited

144 Noah Nominees (Pty) Limited

145 Religare Capital Markets (Pty) Ltd.

NCM Limited is now holding 100% stake in the Company

pursuant to transfer of remaining 100% stake held by

Religare Capital Markets (Europe) Limited to NCM Limited

October 10, 2013

146 BJM (UK) Nominees Limited Dissolved June 07, 2013

147 Dental Corporation Levas Pty Ltd.

148 Dental Corporation Cox Pty Ltd.

149 Dental Corporation of Canada Holdings Inc.

150 Dental Corporation Petrie Pty Ltd.

151 Clonberg Holding Limited N.A. -do-

152 Forthill International Limited N.A. -do-

Fortis Global Healthcare Private Limited

(Formerly Fortis Global Healthcare Limited)

154 RHC Finance Private Limited N.A. -do-

155 Escorts Heart Centre Limited N.A. -do-

156 SRL Diagnostics (Nepal) Private Limited N.A. -do-

157 Super Religare Laboratries International FZ LLC N.A. -do-

158 Swindon Limited Divested Upto August 30, 2013

159 VOF PE Holding Limited Divested Upto August 30, 2013

160 Fortis Healthcare Vietnam Company Limited N.A. -do-

161 Radlink – Asia Pte. Limited N.A. -do-

162 Fortis Healthcare Hong Kong limited Divested Upto October 24, 2013

163 Radlink Medicare Pte. Limited N.A. -do-

164 Radlink Diagnostic Imaging (S) Pte. Ltd N.A. -do-

165 GlobalRx Limited Divested Upto October 24, 2013

166 Fortis Hospitals Hongkong Limited Divested Upto October 24, 2013

167 Normandy Hong Kong Limited Divested Upto October 24, 2013

168 Central Medical Diagnostic Centre Limited Divested Upto October 24, 2013

169 Fortis-Hoan My Medical Corporation Divested Upto August 30, 2013

170 Fortis-Hoan My Saigon General Hospital Joint Stock Company Divested Upto August 30, 2013

171 Hoan My Da Nang General Hospital Joint Stock Company Divested Upto August 30, 2013

172 Hoan My Minh Hai General Hospital Joint Stock Company Divested Upto August 30, 2013

173 Hue Hoan My General Hospital Joint Stock Company Divested Upto August 30, 2013

174 Hoan My Cuu Long General Hospital Joint Stock Company Divested Upto August 30, 2013

175 Hoan My Da Lat General Hospital Joint Stock Company Divested Upto August 30, 2013

176 Drs. Thompson & Thomson (Radlink Medicare) Pte Ltd N.A. -do-

177 Radlink Medicare (Bishan) Pte Ltd N.A. -do-

178 Radlink Medicare (Woodlands) Pte Ltd N.A. -do-

179 Radlink Medicare (Tampines) Pte Ltd N.A. -do-

180 Radlink Medicare (Jurong East) Pte Ltd N.A. -do-

181 Clinic 1866 Pte Ltd. N.A. -do-

182 Drs. Lim Hoe & wong Radiology Pte Ltd N.A. -do-

183 HealthCare Diagnostic Services Pte Ltd N.A. -do-

184 Radlink Women & Fetel Imaging Centre Pte Ltd N.A. -do-

185 Radlink Pet & Cardiac Imaging Centre Pte Ltd N.A. -do-

186 Central MRI Centre Limited Divested Upto October 24, 2013

187 Central Medical Laboratory Limited Divested Upto October 24, 2013

188 Central PET/CT Scan Limited Divested Upto October 24, 2013

189 Quality EAP (Macau) Limited Divested Upto October 24, 2013

190 Hoan My Clinic Co Ltd Divested Upto August 30, 2013

191 Singapore radiopharmaceuticals Pte Ltd N.A. -do-

192 Singapore Molecular Therpay Centre Pte Ltd N.A. -do-

193 Ligare Flysims Private Limited

Name of “Religare Flysims Private Limited” has been

changed to "Ligare Flysims Private Limited" w. e. f. August 6,

2013 and became Wholly Owned Subsidiary of Ligare

Voyages Limited (Formerly known as Religare Voyages

Limited) w.e.f. August 30, 2013. Earlier, it was the subsidiary

of Religare Aviation Training Academy Private Limited

August 30, 2013

194 Investment Professional Limited, Mauritius N.A. -do-

195 Fortis Vietnam Pte. LimitedIncorporated as a wholly owned subsidiary of Fortis

Healthcare International Pte Limited June 26, 2013

119

Pursuant to the merger Fortis Health Management (North)

Limited (earlier Holding Company) with Fortis Hospitals

Limited, the Company has now become a subsidiary of

Fortis Hospitals Limited

Sep 01, 2013

120 N.A. -do-

121 N.A. -do-

122 Merged with Fortis Hospitals Limited Sep 01, 2013

125 Dion Global Solutions Inc. (USA) N.A. -do-

NCM Limited is now holding 100% stake in the Company

pursuant to transfer of remaining 30% stake held by

Religare Capital Markets (Europe) Limited to NCM Limited

August 30, 2013

Fortis Healthcare Australia Pty Ltd, an indirect subsidiary of

Fortis Healthcare Limited has sold its entire 63.81% stake in

Dental Corporation Holdings Limited.

May 31, 2013

153

Name of “Fortis Global Healthcare Limited” has been

changed to “Fortis Global Healthcare Private Limited” w.e.f.

04 February 2014

-do-


196 NCM Limited

Religare Capital Markets International (Mauritius) Limited

(‘RCMIM’), Wholly owned subsidiary of RCML, India, has

acquired 30% stake in NCM Limited

August 30, 2013

197 Fortis Healthcare Management Services Private LimitedAcquired by Mr. Malvinder Mohan Singh & Mr. Shivinder

Mohan Singh by holding 50% each shares of the CompanyAugust 03, 2013

198 RHC Healthcare Management Services Private Limited

Name of Fortis Healthcare Management Services Private

Limited changed to RHC Healthcare Management Services

Private Limited w.e.f. Sep 11, 2013

Sep 11, 2013

199 Fortis Healthcare Middle East LLC N.A. -do-

200 Town Hall Clinic Pte. Ltd N.A. -do-

201 Fortis Healthcare Australia Pty. Ltd N.A. -do-

202 Malvinder Mohan Singh HUF (HUF in which MMS is Karta) -do-

203 Shivinder Mohan Singh HUF (HUF in which SMS is Karta) -do-

204 Malsh Healthcare (Partnership Firm of MMS & SMS) -do-

205 Malsh Charitable Trust (Trust in which MMS & SMS are Trustee) -do-

206 Fortis Cauvery (Partnership Firm) It’s a JV (50%) of a WOS of Fortis Healthcare Limited -do-

207 Green Grass Estates Private Limited Became subsidiary of Shimal Healthcare Private Limited 04-Mar-14

208 White Feather Estates Private Limited Became subsidiary of Shimal Healthcare Private Limited 04-Mar-14


NOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2014

35.2- Related party Transactions Following transactions were carried out with related parties in the ordinary course of business for the Year Ended 31st March 2014

Year Ended

March 31, 2014

Year Ended

March 31, 2013

1 FINANCING TRANSACTIONSInter Corporate Loans Taken

Religare Finvest Limited 740,000,000 4,288,000,000 Northgate Capital Asia (India) Limited 18,000,000 Religare Aviation Limited - 445,000,000 Religare Technologies Limited - 2,815,000,000 RHC Holding Pvt. Limited (formerly Solaris

Finance Pvt. Ltd.)

6,490,000,000 553,000,000

Religare Share Brokers Limited 15,000,000 - Religare Comtrade Limited 920,000,000 -

Inter Corporate Loans Taken Total 8,165,000,000 8,119,000,000

Inter Corporate Loans RepaidReligare Finvest Limited 740,000,000 4,288,000,000 Religare Investment Advisors Limited - 9,972,700 Religare Aviation Limited - 1,184,999,991 Northgate Capital Asia (India) Limited 7,617,542 11,382,462 Religare Technologies Limited - 3,392,499,992 RHC Holding Pvt. Limited (formerly Solaris

Finance Pvt. Ltd.)

6,490,000,000 599,546,099

Religare Comtrade Limited 920,000,000 - Inter Corporate Loans Repaid Total 8,157,617,542 9,486,401,244

2 INVESTMENTS TRANSACTIONSInvestment in Equity Shares/ Bonds/ Debentures

Religare Capital Markets International

(Mauritius) Ltd

3,118,325,725 8,192,250,274

Ligare Voyages Limited - 900,000,000

Investment in Equity Shares/Bonds Total 3,118,325,725 9,092,250,274

Sale of Bond/Redemption of shares RHC Holding Pvt. Limited (formerly Solaris

Finance Pvt. Ltd.)

- 7,146,083,836

Ligare Voyages Limited 900,000,000 - Sale of Bond/Redemption of shares Total 900,000,000 7,146,083,836

Alloment of Preference SharesRHC Holding Pvt. Limited (formerly Solaris

Finance Pvt. Ltd.)

960,000,000 8,710,000,000

Religare Enterprises Limited 806,000,000 8,100,000,000 Alloment of Preference Shares Total 1,766,000,000 16,810,000,000

Corporate Guarantee (for Loan facility USD 90 million,

amount outstanding )

Religare Capital Markets International (UK) Ltd - 362,641,666

Corporate Guarantee (for Loan facility USD 90 million,

amount outstanding ) - 362,641,666

Sr. No.Nature of Transactions Name of the Related Party

Amount in Rs.



Year Ended

March 31, 2014

Year Ended

March 31, 2013


Amount in Rs.

3 OTHER RECEIPTS AND PAYMENTSSupport Service income

Religare Capital Markets (Europe) Limited 1,994,897 4,634,147 Religare Capital Markets (Hong Kong) Limited 16,491,349 16,378,015

Religare Capital Markets (Singapore) Pte

Limited.

1,908,865 2,148,305

Religare Capital Markets Corporate Finance Pte

Limited

5,076,977 1,774,868

Support Service income Total 25,472,087 24,935,335

Purchase of Fixed AssetReligare Finvest Limited - 356,729

Purchase of Fixed Asset Total - 356,729

Sale/Transfer of Fixed AssetFinserve Shared Services Limited (Formerly

known as Religare Corporate Services Limited)

487,021 53,176

Religare Commodities Limited 4,613 10,000 Religare Securities Limited 30,994 - Religare Finvest Limited 639,529 - RGAM Investment Advisers Private Limited 3,526 -

Sale/Transfer of Fixed Asset Total 1,165,683 63,176

Repaid to other companies against staff Loan /

Advances to group employees Total - -

Reimbursement of Advance for Health Insurance

Premium to Other CompaniesReligare Enterprises Limited - 2,015,860 Religare Health Insurance Company Limited 2,478,399 -

Reimbursement of Advance for Health Insurance

Premium to Other Companies Total 2,478,399 2,015,860

4 INCOMEInterest Income on Investments in Debentures/Bonds

Total - -

Brokerage Earned/IncomeReligare Asset Management Company Private

Limited

1,141,502 643,397

Aegon Religare Life Insurance Co Limited 1,765,826 1,917,481

Brokerage Earned/ Income Total 2,907,328 2,560,878

Corporate Advisory and Other IncomeSuper Religare Laboratories Limited - 18,503,244 RHC Holding Pvt. Limited (formerly Solaris

Finance Pvt. Ltd.)

- 5,753

Religare Capital Markets Inc. - 398,579 Religare Finvest Limited 9,134,000 8,441,754 Fortis Healthcare International Pte. Limited 324,726,316 -

Fortis Healthcare Limited 148,462,067 - Corporate Advisory and Other Income Total 482,322,383 27,349,330

Expense Reimbursement By other CompaniesReligare Enterprises Limited 732 51,447 Religare Securities Limited 103,321 141,466 Religare Finvest Limited 79,748 9,089,349 Religare Commodities Limited 3,825 6,406 REL Infrafacilities Limited (formerly Religare

Realty Limited)

77,947 316,537

Finserve Shared Services Limited (Formerly


2,620,647 7,467,005

Religare Arts Initiative Limited - 595 Religare Bullion Limited - 63 Religare Housing Development Finance

Corporation Limited

- 63

Religare Investment Advisors Limited 956 161,914 Religare Capital Markets(Europe) Limited 928 -

Religare Capital Markets (Singapore) Pte.

Limited

59,934 -

Religare Health Insurance Company Ltd 39,341 - Religare Venture Capital Limited 4,303 - Fortis Healthcare Limited 2,432,074 - Fortis Healthcare International Pte. Limited 4,358,097 -

Expense Reimbursement By other Companies Total 9,781,853 17,234,845



Year Ended

March 31, 2014

Year Ended

March 31, 2013


Amount in Rs.

5 EXPENSESInterest Expense on Inter Corporate Deposits

Religare Finvest Limited 2,427,944 4,612,328 RHC Holding Pvt. Limited (formerly Solaris

Finance Pvt. Ltd.)

1,223,514 14,210,365

Religare Aviation Limited - 26,852,585 Northgate Capital Asia (India) Limited 414,133 1,891,329 Religare Investment Advisors Limited - 303,988 Religare Technologies Limited - 31,707,626 Religare Share Brokers Limited 1,169,693 Religare Comtrade Limited 5,480,616

Interest Expense on Inter Corporate Deposits Total 10,715,900 79,578,222

Remuneration to Key Managerial Personnel 143,265,633 274,554,450 Remuneration to Key Managerial Personnel Total 143,265,633 274,554,450 Lease Rental Expenses

Religare Finvest Limited 1,046,676 2,742,639 Finserve Shared Services Limited (Formerly


- (102,228)

Religare Investment Advisors Limited - (161,914)

Lease Rental Expenses Total 1,046,676 2,478,497 Commission Paid/Brokerage paid

Religare Securities Limited - 2,781,320 Commission Paid/Brokerage paid Total - 2,781,320

Support Service ExpensesFinserve Shared Services Limited (Formerly


39,104,944 47,941,540

Religare Securities Limited - 3,013,149 Religare Capital Markets (Singapore) Pte

Limited.

1,145,437 3,028,057

Support Service Expenses Total 40,250,381 53,982,746

OTHERSAnnual Maintenance Charges etc.

REL Infrafacilities Limited 28,958 885,224 Travelling Expense Paid

Ligare Travels Limited 9,164,501 6,596,464 Branding Expenses

RHC Holding Private Limited 4,000,000 4,000,000

Depository Charges Religare Securities Limited 35,873 14,234 Other Total 13,229,332 11,481,689

Expense Reimbursement to other CompaniesReligare Enterprises Limited 7,574,615 2,546,752 Religare Finvest Limited 45,131 2,167,091 Religare Securities Limited 10,659,463 843,120 Religare Commodities Limited 12,523 28,267 REL Infrafacilities Limited (formerly Religare

Realty Limited)

4,279,491 2,358,914

Religare Housing Development Finance

Corporation Limited

- 6,090

Religare Technologies Ltd 89,006 - Religare Health Insurance Company Ltd 1,610,623 - Finserve Shared Services Limited (Formerly


2,031,715 345,000

Religare Capital Markets (Singapore) Pte.

Limited

3,067,708 -


Limited

1,084,113 -

Religare Capital Markets (Hong Kong) Limited 1,111,951 -

Religare Capital Markets(Europe) Limited 33,693 - Religare Capital Markets Inc. 1,685 -

Expense Reimbursement to other Companies Total 31,601,717 8,295,235



Year Ended

March 31, 2014

Year Ended

March 31, 2013


Amount in Rs.

OUTSTANDING BALANCES AS ON MARCH 31, 2014

6 PAYABLESUnsecured Loans

Northgate Capital Asia (India) Limited - 17,617,538 RHC Holding Pvt. Limited (formerly Solaris

Finance Pvt. Ltd.)

- 3,453,901

Religare Share Brokers Limited 15,000,000 - Unsecured Loans Total 15,000,000 21,071,439 Interest Payable on Unsecured Loan

Northgate Capital Asia (India) Limited - 556,343 RHC Holding Pvt. Limited (formerly Solaris

Finance Pvt. Ltd.)

- 639,486

Religare Share Brokers Limited 1,052,725 -

Interest Payable on Unsecured Loan Total 1,052,725 1,195,829 Other Payables

Religare Enterprises Limited 76,232 - REL Infrafacilities Limited (formerly Religare 852,830 380,318 Religare Macquarie Wealth Management

Limited

- 8,253

Religare Health Insurance Company Limited - 204

Religare Capital Markets (Hong Kong) Limited 833,892 205,280


Limited.

1,315,989 3,047,775

RHC Holding Private Limited - 4,044,960 Religare Investment Advisors Limited 3,238 6,476 Religare Arts Initiative Limited - 24 Religare Capital Markets (Europe) Limited 33,693 - Religare Commodities Limited 3,390 -

Other Payables Total 3,043,032 7,693,290 Security Deposits Payable

REL Infrafacilities Limited (formerly Religare

Realty Limited)

229,785 229,785

Religare Macquarie Wealth Management

Limited

- 45,500

Security Deposits Payable Total 229,785 275,285

7 RECEIVABLES

Other ReceivablesReligare Finvest Limited 204,696 1,925,095 Religare Commodities Limited - 104,980 Religare Enterprises Limited - 102,224 Finserve Shared Services Limited (Formerly


424,465 4,759,902

Religare Securities Limited 861,075 41,340 Religare Capital Markets (Europe) Limited 286,435 4,907,422 Religare Capital Markets (Hong Kong) Limited 1,635,994 17,197,840


Limited.

928,026 2,694,855


Lim

330,782 2,594,693

Religare Venture Capital Limited 2,457 398,579 Religare Health Insurance Company Limited 24,662 -

Religare Finance Limited 450 - Receivables Total 4,699,042 34,726,929

List of Key Management PersonnelSl. No. Name

1 Mr. Vipul Sanghvi2 Mr. Ankush Pitale3 Mr. Gautam Trivedi4 Mr. Anupam Pareek5 Mr. Rohit Gulati 6 Mr. Siddarth Teli7 Mr. Prasanna Chandwaskar

36

37

(Rs.)

Minimum Lease Rental March 31, 2014 March 31, 2013

Within 1 year 19,358,657 34,860,869

Later than 1 year but not more than 5 Year - 75,615,827

38

a) The Company is registered with SEBI as a Category I Merchant Banker.


c) There are no transactions with Micro, Small and Medium Enterprises during the year ended March 31, 2014 and as such there is no balance

outstanding as at March 31, 2014

The Company has taken premises on various locations on operating lease and the lease rent in respect of the same has been charged under ‘Rent’ in

Note ‘42’ of the Statement of Profit and Loss Account. The Agreements are executed for a period ranging from 1 to 5 years. There are no

transactions in the nature of sub lease. The minimum lease rentals for non cancellable leases outstanding as on 31-March-14, are as under:

b) The Company has been granted certificate as a Trading and Self Clearing Member of Capital Market and Futures and Options Segment of

National Stock Exchange of India (NSE) and Trading member of Capital Market Segment of Bombay Stock Exchange Limited (BSE). The Company has

registered under SEBI as trading cum clearing member of Currency derivative segment of NSE. The Company has also applied for registration as

Custodian of Securities under SEBI (Custodian of Securities) Regulations, 1996, which is pending.

During the financial year under review, RCML has obtained the SEBI Registrations as Trading and Self Clearing Member of Equity Derivative Segment

of BSE Limited . Further, RCML has also filed applications with NSE and SEBI for surrendering the SEBI Registrations as Trading and Clearing Member

of Currency Derivative Segment of NSE. The same has been approved by NSE and final approval from SEBI is awaited.

d) Religare Enterprises Limited (REL)[the Holding Company] has consented to infuse additional capital in Religare Capital Markets Limited (RCML)

[the Company], in the eventuality of a liquidity requirement by RCML and its subsidiaries to discharge its outstanding borrowings (net of realizable

value of securities) as of September 30, 2011. The said outstanding borrowings should cover subsequent refinancing by any other lender. The

additional capital infusion is restricted to a maximum limit of Rs. 11,198,324,647. The aforesaid commitment is subject to compliance with terms of

the tripartite agreement between the Company, REL and RHC Private Limited, a promoter group company. The said capital commitment has been

disclosed under the item of contingent liability in REL Notes to Accounts. Since than REL has injected a total of Rs 8,596,000,000 (FY 2012-13 - Rs.

8,100,000,000) and (FY2013-14 - Rs 806,000,000), hence the outstanding as at end of March 31, 2014 is Rs 2,292,324,647.

Disclosure of Transaction as required by Accounting Standard 19 on Leases:

Other Notes

The amount of Borrowing costs capitalized during the year is Nil (Previous Year: Nil)

Disclosure as per Accounting Standard 16 on Borrowing Costs:

e) With effect from October 1, 2011, the Company has entered into a services agreement with Religare Corporate Services Limited to provide

Support Services in the areas of Administration, Branding, Finance and Accounting, HR, Information technology, Legal and Compliance and

Corporate and Secretarial affairs, Customer Support Services, etc. The services fee is a combination of a fixed fee and an agreed percentage of the

revenue generated (subject to a cap of 30% growth year on year) by the company. The charge allocated during the year April 1, 2013 to March 31,

2014 is Rs. 39,104,944 (Previous Year Rs. 47,941,540).

f) During previous year ended March 31, 2013, the loss on sale of assets was on account of shifting of office from one leased premises to other. The

premises vacated by the Company had furniture and fittings installed for its day to day running which either could not be moved or would have

resulted in alteration to the condition of the office. In order to hand over the premises on time without any rental penalty and also to save cost of all

repair works to restore to original condition, it was agreed with landlord to handover the premises on “as-is-where-is-basis” at a total consideration

of Rs 1,500,000/- (Rupees Fifteen Lacs only) inclusive of all-applicable taxes, duties and surcharge. The loss on sale was acknowledged after adjusting

the consideration received from Net Book Value of Assets transferred.

39

40








Place : New Delhi Place : New DelhiDate : Date :

Company Secretary

DAVINDER NARANG


There is no other additional material information required to be disclosed pursuant to the provisions of the Companies Act, 1956, Companies

(Accounting Standards) Rule, 2006, and other applicable enactments, rules, circulars, notifications, orders etc.

Signature to Note no. 1 to 40 forming part of Financial Statements For and on behalf of the Board of Directors

Director - Finance

The financial statements for the year ended 31 March 2013 had been prepared as per the notification of Revised Schedule VI under the Companies

Act, 1956.

Previous Year Figures

g) Error Trade on February 1, 2013

On February 1, 2013, a dealer at RCML, using the “Basket Trading Module” in the Nest Trader Trading Execution Application had placed a sell NIFTY

basket order worth Rs. 5 Crores. The dealer created the order as per client’s specific instruction that two stocks viz., Sesa Goa Limited and Bajaj Auto

Limited should be removed from the NIFTY basket of 50 stocks and the weights rebalanced among the remaining 48 scrips. While executing the

order, due to software malfunction, trades were executed only in 2 stocks (as against 48 stocks). This resulted in an erroneous sale of 4,698,390

shares of Tata Motors Limited and 106,706 shares of Ultra Tech Limited.

In order to fulfil its obligations for the pay-in of the securities (arise due to the said erroneous sale), as per schedule of NSE, RCML borrowed shares

of Tata Motors Limited and Ultra Tech Cements Limited through Stock Lending and Borrowing mechanism of NSE and delivered the same on the

settlement date, except for 922,145 shares of Tata Motors Limited, which could not be borrowed and were settled through the auction trading

mechanism of NSE.

RCML had filed an application with NSE for annulment of trades. However, the same was rejected by NSE vide its order dated May 03, 2013. RCML

filed an appeal before the Hon’ble Securities Appellate Tribunal (SAT) against the order of NSE and on September 30, 2013, Hon’ble SAT passed an

order quashing NSE’s order and directed NSE to pass fresh order on merits after giving an opportunity of hearing to RCML. Accordingly, NSE gave an

opportunity of personal hearing to RCML on February 20, 2014 and NSE’s decision is awaited.

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board report and audited financials statement of the company for

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