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You can view the entire text of Notes to accounts of the company for the latest year

BSE: 500111ISIN: INE013A01015INDUSTRY: Finance & Investments

BSE   ` 11.79   Open: 11.98   Today's Range 11.74
12.84
-0.55 ( -4.66 %) Prev Close: 12.34 52 Week Range 7.60
15.16
Year End :2023-03 

The Company is currently undergoing Corporate Insolvency Resolution Process under the provisions of the Insolvency and Bankruptcy Code, 2016 and is under moratorium under Section 14 of the Code since December 06, 2021.

Accordingly, all its liabilities towards the NCD holders are crystallised as at as on December 06, 2021 and will be dealt in accordance with the provisions of the Code.

Further, the trustee have recalled all the NCDs and have submitted claim to the Administrator in terms of the Code and therefore the entire amount of NCDs are considered as overdue as on March 31, 2023, irrespective of the original maturity dates.

Details about the nature of the security

(i) The Secured Non-Convertible Debentures of the Company aggregating to ' 14 85 456 lakh (Previous year ' 14 85 456 lakh) as on March 31, 2023 are secured by way of first pari-passu mortgage/charge on the Company's immovable property and on present and future book debts/business receivables of the Company as specifically mentioned in the respective Trust Deeds. The asset cover has fallen below hundred percent of the Oustanding Debentures and adequate steps are being taken by the Company as explained in note no 1.

(ii) Unsecured NCDs amounting to ' 1 40 500 lakh (Previous year ' 1 40 500 lakh) are in respect to Tier II subordinate debts.

a) Maturity profile of Term loans from banks / Financial institutions:

The Company is currently undergoing Corporate Insolvency Resolution Process under the provisions of the Insolvency and Bankruptcy Code, 2016 and is under moratorium under Section 14 of the Code since December 06, 2021.

Accordingly, all its liabilities towards the banks/ financial institutions are crystallised as at as on December 06, 2021 and will be dealt in accordance with the provisions of the Code.

Further, the banks/ financial institutions have recalled all the term loan and have submitted claim to the Administrator in terms of the Code and therefore the entire amount of banks/ financial institutions are considered as overdue as on March 31, 2023, irrespective of the original maturity dates.

b) Details about the nature of the security

(i) Term Loans from banks / financial institution includes ' 62 458 lakh (Previous year ' 62 458 lakh) are secured by way of pari passu first charge on all present and future book debts, receivables, bills, claims and loan assets of the Company and its subsidiary.

(ii) Inter Corporate Deposit includes ' 7 295 lakh (Previous year ' 7 295 lakh) are secured by way of pari passu first charge on all present and future book debts, investment, and business receivables of the Company.

*Does not include any undisputed amounts, due and outstanding, which are liable to be transferred to the Investor Education and Protection Fund created pursuant to Section 125 of the Companies Act, 2013, except ' 22 lakh which have not been transferred to Investor Education and Protection Fund (IEPF) on account of various investor legal cases and ' 286 lakh due for transfer on October 29,2022 but due technical error amount has not been transferred to IEPF.

b) Terms and rights attached to equity shares

The Company has one class of equity shares having a par value of ' 10 per share. Each shareholder is eligible for one vote per share held.

In the event of liquidation of the Company, the holder of equity shares will be entitled to receive remaining assets of the Company. The distribution will be in proportion to the number of equity shares held by the shareholder.

c) Shares reserved for issue under options

Information relating to the Reliance Capital Limited Employee Stock Option Scheme (ESOS), including details regrading options issued, exercised and lapsed during the year and options outstanding at the end of the reporting period is set out in note no. 32.

a) Securities premium

Securities premium reserve is used to record the premium on issue of shares. The reserve can be utilised only for limited purposes such as issuance of bonus shares in accordance with the provisions of the Companies Act, 2013.

b) Capital redemption reserve

The Capital Redemption Reserve is required to be created on buy-back of equity shares. The Company may issue fully paid up bonus shares to its members out of the capital redemption reserve.

c) Capital reserve

The Reserve is created based on statutory requirement under the Companies Act, 2013. This is not available for distribution of dividend but can be utilised for issuing bonus shares. Includes Rs 77 237 lakh (Previous year Rs 77 237 lakh ) created pursuant to the Scheme of Amalgamation approved by High Court which shall for all regulatory and accounting purposes be considered to be part of the owned funds / net worth of the Company.

d) Statutory reserve fund

Created pursuant to Section 45-IC of the Reserve Bank of India Act, 1934.

e) General reserve

The general reserve is used from time to time to transfer profits from retained earnings for appropriation purposes. As the general reserve is created by a transfer from one component of equity to another and is not an item of other comprehensive income, items included in the general reserve will not be reclassified subsequently to profit or loss. Includes Rs 3 83 744 lakh (Previous year Rs 3 83 744 lakh) created pursuant to Scheme of Amalgamation.

f) Other comprehensive Income

The Company has elected to recognise changes in the fair value of certain investments in equity securities in other comprehensive income. These changes are accumulated within the FVOCI equity investments reserve within equity. The Company transfers amounts from this reserve to retained earnings when the relevant equity securities are derecognised.

g) ESOP trust reserve and Treasury shares

Profit of RCAP ESOP trust is recognised in RCAP ESOP trust reserve.

b) Contribution for corporate social responsibility (CSR)

The Company is not required to spend towards Corporate Social Responsibility (CSR) as per Section 135 of the Companies Act, 2013, since there is no average profit in the last 3 years calculated as per the provisions of the Act.

Note: The unabsorbed tax losses has been considered to the extent of amount determined and claimed in the Income Tax Returns filed with the Income Tax Authorities till Assessment Year 2022-23. The lossses for Assessment Year 2023-24 has not been included, since Income Tax Return has not been filed yet.

32 Employee share based payments

a) The Company introduced ESOP 2015 which covers eligible employees of the Company and its subsidiaries. The vesting of the options is from expiry of one year till five years as per Plan. Each Option entitles the holder thereof to apply for and be allotted/transferred one Equity Share of the Company upon payment of the exercise price during the exercise period.

b) Fair value of options granted

The fair value at grant date is determined using the Black Scholes Model which takes into account the exercise price, the term of the option, the share price at grant date and expected price volatility of the underlying share, the expected dividend yield and the risk free interest rate for the term of the option.

The options granted for no consideration and will vest upon the completion of service condition as specified in scheme in graded manner. Vested options are exercisable for the period of five years after the vesting.

The expected price volatility is based on the historic volatility (based on the remaining life of the options), adjusted for any expected changes to future volatility due to publicly available information.

b) Defined benefit plans

The Company has a defined benefit gratuity plan in India (funded). The Company's defined benefit gratuity plan is a final salary plan for India employees, which requires contributions to be made to a separately administered fund. The gratuity plan is governed by the Payment of Gratuity Act, 1972. Under the act, employee who has completed five years of service is entitled to specific benefit. The level of benefits provided depends on the member's length of service and salary at retirement age.

The following tables summarise the components of net benefit expense recognised in the statement of profit and loss and the funded status and amounts recognised in the balance sheet for the respective plans:

iv) Actuarial assumptions

With the objective of presenting the plan assets and plan liabilities of the defined benefits plans and post retirement medical benefits at their fair value on the balance sheet, assumptions under Ind AS 19 are set by reference to market conditions at the valuation date.

The sensitivity analysis have been determined based on reasonably possible changes of the respective assumptions occurring at the end of the reporting period, while holding aa other assumptions constant.

The sensitivity analysis presented above may not be representative of the actual change in the projected benefit obligation as it is unlikely that the change in assumptions would occur in isolation of one another as some of the assumptions may be correlated.

Furthermore, in presenting the above sensitivity analysis, the present value of the projected benefit obligation has been calculated using the projected unit credit method at the end of reporting period, which is the same method as applied in calculating the projected benefit obligation as recognised

34 Segment information

The Company is primarily engaged in the Finance & Investment activities and all other activities revolve around the main business of the Company. The Financial results of the Company have been prepared in accordance with the Companies (Indian Accounting Standards) Rules, 2015, as amended and as prescribed under Section 133 of the Companies Act, 2013, and all activities are conducted within India and as such there is reportable segment, as per the Ind AS 108 "Operating Segments". The Operating segments have been reported as under:

1. Finance- this includes the corporate lending activities

2. Investments -this includes the investment activities

3. Lease Rental -this includes the renting and leasing activities

4. Others - this includes other financial and allied services.

C. The nature and volume of material transactions for the year with above related parties are as follows:

Investments

2022-23

Investments Redeemed / Sold during the year during the year include ' 402 lakh from RFL. Investments Balance as at March 31, 2023 includes ' 5 02 974 lakh of RGICL, ' 5 07 847 lakh to RNLICL and ' 7 950 lakh to RARCL.

2021-22

Investments Redeemed / Sold during the year during the year include ' 316 lakh from RASMST. Investments Balance as at March 31, 2022 includes ' 5 02 968 lakh of RGICL, and ' 5 07 842 lakh to RNLICL, ' 7 950 lakh to RARCL ' 5 615 lakh to RHFL.

Loans Given 2022-23

Loan Returned/Adjusted during the year include ' 1 850 lakh from RCASL, ' 2 639 lakh from RSL, ' 52 671 lakh to RCF and ' 600 lakh from RARCL. Loan given Balance as at March 31, 2023 include ' 1 37 306 lakh to RCASL. ECL provision on loan outstanding includes ' 1 37 306 lakh to RCASL. Accrued Interest on loans as at March 31, 2023 includes ' 19 277 lakh to RCASL. ECL provision on interest outstanding includes ' 19 277 lakh to RCASL.

2021-22

Loan Returned/Adjusted during the year include ' 200 lakh from RSL, ' 447 lakh to RBE and ' 2 800 lakh from RARCL,. Loan given Balance as at March 31, 2022 include ' 1 39 1 56 lakh to RCASL, ' 52 671 lakh to RCFL,' 2 639 lakh to RSL and ' 600 lakh to RARCL. ECL provision on loan outstanding includes ' 1 22 179 lakh to RCASL, ' 52 671 lakh to RCFL and ' 20 to RARCL. Accrued Interest on loans as at March 31, 2022 includes ' 19 277 lakh to RCASL and ' 8 316 lakh to RCF. ECL provision on interest outstanding includes ' 1 6 925 lakh to RCASL and ' 8 316 lakh to RCF.

Advances / Margin Money 2022-23

Advance balance as at March 31, 2023 includes ' 615 lakh to RGICL, ' 415 lakh to RNLICL, ' 393 lakh to RSL and ' 757 lakh to RHFL. Margin Money Receivable includes ' 9 578 lakh from RSL.

2021-22

Advance balance as at March 31, 2022 includes ' 648 lakh to RGICL, ' 712 lakh to RCFL, Rs 361 lakh to RNLICL, Rs 388 lakh to RSL and Rs 711 lakh to RHFL. Margin Money Receivable includes Rs 1 1 062 lakh from RSL.

Debentures (Borrowings)

2022-23

Debentures balance as at March 31 2023 includes ' 12 750 lakh to RGICL. Accrued Interest on debentures as at March 31, 2022 include ' 3 041 lakh to RGICL

2021-22

Debentures balance as at March 31 2022 includes ' 12 750 lakh to RGICL. Accrued Interest on debentures as at March 31, 2022 include ' 3 041 lakh to RGICL

Income

2022-23

Interest & Finance Income includes ' 138 lakh from RSL and ' 75 lakh from RARCL. Dividend Income includes ' 147 lakh from RARCL and ' 25 lakh from RGIC. Reimbursement of Expenditure include ' 289 lakh from RNLICL, ' 75 lakh from RGIC, and ' 113 lakh from RSL. Other operating incomes includes ' 2 lakh from RARCL.

2021-22

Interest & Finance Income includes ' 328 lakh from RSL and ' 98 lakh from RARCL. Dividend Income includes ' 147 lakh from RARCL and ' 101 lakh from RGIC. Reimbursement of Expenditure include ' 204 lakh from RNLICL, ' 86 lakh from RGIC, and ' 52 lakh from RSL. Other operating incomes includes ' 4 lakh from RARCL.

Expenditure

2022-23

Insurance include ' 69 lakh to RGICL and ' 33 to RNLICL. Professional fee paid during the year ' 396 lakh to RSL. Brokerage paid during the year ' 7 lakh to RSL. ECL provision on loan and interest (net) Rs 17 479 lakh to RCASL, Rs (60 987) lakh to RCFL and Rs (20) lakh to RARC. Employee benefit expenses include,' 225 lakh to Shri Atul Tandon and ' 87 lakh to Shri Aman Gudral.

2021-22

Finance cost include ' 742 lakh to RGICL and ' 1,788 lakh to GCLLP. Insurance include ' 129 lakh to RGICL and ' 7 lakh to RNLICL. Brokerage expenses include ' 228 lakh to RSL. ECL provision on loan and interest (net) ' 5 lakh to RCASL. Employee benefit expenses include ' 202 lakh to Mr. Atul Tandon, ' 100 lakh to Mr. Vijesh B. Thota and ' 9 lakh to Mr. Aman Gudral.

Contingent Liability 2022-23

Guarantees to Banks and Financial Institutions on behalf of third parties includes ' 40 000 lakh for RHFL.

2021-22

Guarantees to Banks and Financial Institutions on behalf of third parties includes ' 45 000 lakh for RCFL, ' 40,000 lakh for RHFL. Guarantees from third parties include ' 1,67,300 lakh from RInfra (ceased to be related party w.e.f. November 29, 2021).

Notes :

i) Expenses incurred towards public utilities services such as communication and electricity charges have not been considered for related party transaction.

ii) The above discloses transactions entered during the period of existence of related party relationship. The balances and transactions are not disclosed before existence of related party relationship and after cessation of related party relationship.

iii) In addition to the above Director Sitting Fees of ' Nil (Previous Year ' 3 lakh) has been paid to Mr. Anil D. Ambani

iv) Professional Fee ' 96 lakh (Previous year ' 35 lakh ) paid to Mr. Nageswara Rao Y ( Administrator).

v) Zapak Digital Entertainment Private Limited(ZAPAK), Guruvas Commercials LLP(GCLLP) and RBEP Entertainment Private Limited(RBE) have been included for previous year transactions.

a) Pursuant to the admission and commencement of CIRP of the Company under Insolvency and Bankruptcy Code, 2016 (IBC) with effect from December 06, 2021, there are various claims submitted by the operational creditors, the financial creditors, employees and other creditors. The overall obligations and liabilities including obligation for interest on loans and the principal rupee amount in respect of loans shall be determined during the CIRP.

b) Claims against the Company not acknowledge as debt include income tax claims for the AY 2017-18 of ' 1 200 lakh. The company has filed for appeal and rectification request against the demand raised by income tax authorities. In past same demand has been cancelled by the higher authorities, hence the Company does not expect any liability against the same.

40 a) Reliance Commercial Finance Limited (RCFL) was engaged with its lenders for arriving at the debt resolution plan. In this regard, certain lenders of RCFL had entered into an Inter-Creditor Agreement (ICA) in accordance with the circular dated June 7, 2019 issued by the Reserve Bank of India (RBI) on Prudential Framework for Resolution of Stressed Assets. Majority of the lenders had already executed the ICA dated July 6, 2019 with Bank of Baroda acting as the Lead Lender. The ICA lenders had evaluated, voted upon and selected Authum Investment & Infrastructure Limited as the final bidder on July 15, 2021 and the same was intimated to the Stock Exchange by the Company through the media release. Authum resolution plan was shared with the Debenture Trustees to call for the Debenture Holder's meeting and seek approval on the resolution plan.

The Company, pursuant to approval granted by the Committee of Creditors in terms of Section 29 of the Code and in pursuance of the implementation of the resolution plan of Reliance Commercial Finance Limited (RCFL) in terms of the Reserve Bank of India (Prudential Framework for Resolution of Stressed Assets) Directions, 2019, has for a consideration of ' 100 lakh disposed off its holding of Equity shares, 12% Non-Convertible Cumulative Compulsory Redeemable Preference Shares and Inter Corporate Deposits in its wholly owned subsidiary viz. RCFL to Authum Investment and Infrastructure Limited on October 14, 2022.

Consequently, RCFL and Gulfoss Enterprises Private Limited a subsidiary of RCFL, have ceased to be subsidiaries of the Company w.e.f. October 14, 2022 and Global Wind Power Limited and Reinplast Advanced Composites Private Limited, have ceased to be associates of the Company w.e.f. October 14, 2022.

b) The Company had pledged its entire equity holding (No of shares 25 1 5 49 920) in Reliance General Insurance Company Limited (RGIC) in favour of IDBI Trusteeship Services Limited (Trustee) against dues guaranteed by the Company. The Trustee, on November 19, 2019, invoked the pledge and presently holds the shares of RGIC in their custody. Vide orders dated December 4, 2019 and December 27, 201 9, Insurance Regulatory and Development Authority of India (IRDAI), has informed the Company that the shares are being held by the Trustee in the capacity as Trustee and the shares have not been transferred.The said order was challenged in Securities Appellate Tribunal, Mumbai (SAT) and SAT vide its order dated February 27, 2020 held that that the Trustee is holding shares as Trustee / custodian and will not exercise any control over RGICL and cannot exercise any voting rights on shares of RGICL. Accordingly, RGICL continues to be a subsidiary of the Company. The Administrator on behalf of the Company has filed an application before the National Companies Law Tribunal, Mumbai on April 27, 2022, against the Trustee inter alia seeking direction against the Trustee to return the custody and control of the RGICL shares owned by the Company.

Hon'ble National Company Law Tribunal bench at Mumbai ("NCLT") by its Order dated May 4, 2023 has inter alia directed IDBI Trusteeship Services Limited to handover the possession of 25,1 5,49,920 shares (100% equity shares) of RGICL to the Administrator of Reliance Capital Limited.

c) The Company had pledged 3.35% comprising of 2,04,97,423 equity shares of Nippon Life India Asset Management Limited (NLIAML) in favour of IndusInd Bank Limited (IBL). IBL has illegally invoked the pledge, which has been challenged by the Company before the Hon'ble High Court of Bombay. The High Court has referred the matter to the arbitration who upon hearing the Interim Applications filed by the Company. Sole Arbitrator passed an interim order on April 23, 2020 wherein it stated that a status quo (as ordered by Bombay High Court vide Order dated December 11, 2019) will continue and the NLAML shares, whose pledge was invoked by IndusInd Bank, will remain in a separate demat account, where they are lying currently. Accordingly, the Company continues to consider its rights on the above referred shares.

d) The Company was prohibited from making any payment to secured or unsecured creditors and to dispose of, alienate, encumber either directly or indirectly or otherwise part with the possession, of any assets except in the ordinary course of business such as payment of salary and statutory dues, vide (a) orders dated December 3, 2019 and December 5, 2019 passed by the Hon'ble Debts Recovery Tribunal; (b) orders dated November 20, 2019 and March 15, 2021 passed by the Hon'ble Delhi High Court; and, Orders dated November 28, 2019, November 4, 2020, and March 5, 2021 passed by the Hon'ble Bombay High Court. The Administrator, on behalf of the Company has obtained orders clarifying that the above-mentioned orders will not come in the way of the Company's CIRP.

e) One of previous auditor of the Company's, after resigning from the office in June 2019 submitted a report under Section 143(12) of the Companies Act, 2013 with the Ministry of Corporate Affairs for matters relating to Financial Year 201819. The Company has examined the matter and also appointed legal experts, who independently carried out an in-depth examination of the matters and issues raised therein and have concluded that there was no matter attracting the provisions of Section 143(12) of the Companies Act, 2013. The matter is under consideration with the Ministry of Corporate Affairs.

f) The Administrator of Reliance Capital Limited ("RCAP" or "Company"), duly appointed by the Hon'ble National Company Law Tribunal, Mumbai ("NCLT Mumbai Bench"), is obligated to file application for avoidance transactions in accordance with section 25(2)(j) of the Insolvency and Bankruptcy Code, 2016 ("the Code") read with Regulation 35A of the Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) Regulations, 2016 ("CIRP Regulations"). In furtherance of the aforesaid, the Administrator had appointed a transaction auditor , BDO India LLP (BDO or Transaction Auditor), to determine if RCAP has been subjected to transactions under sections 43, 45, 50 and 66 of the Code and submit a report on the same ("BDO Report"). Estimated impact on the RCAP is INR 2,192 Crores as per the BDO report. On a review and in consideration of the findings of the Transaction Auditor, the Administrator has filed 8 applications before the NCLT Mumbai Bench under Section 60(5) and Section 66(2) of the Code read with the relevant CIRP Regulations in October 2022 seeking appropriate relief. The Company has made requisite disclosures of the same under Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The applications are pending before NCLT Mumbai Bench.

(v) Stock Ratios:

(a) As of March 31, 2023, Commercial Paper outstanding: Nil

(b) As of March 31, 2023, outstanding Non-Convertible Debentures having original maturity of less than one year-Nil

(c) Other short-term liabilities, if any as a % of total public funds, total liabilities and total assets -Nil

(vi) Institutional set-up for liquidity risk management

In view of the on going CIRP liquidity risk management is being overseen by the Administrator 43.2 Maturity pattern of asset and liabilities (At Book Values)

The Company is currently undergoing Corporate Insolvency Resolution Process under the provisions of the Insolvency and Bankruptcy Code, 2016 and is under moratorium under Section 14 of the Code since December 06, 2021. Accordingly, all its liabilities are crystallised as at as on December 06, 2021 and will be dealt in accordance with the provisions of the Code.

Further, all stakeholder have recalled all the liabilities and have submitted claim to the Administrator in terms of the Code and therefore the entire amount of liabilities and assets are considered as overdue/matured as on March 31, 2023, irrespective of the original maturity dates.

i) For the exposure to real estate only loans secured by way of mortgage/hypothecation of housing properties, commercial properties and land are considered.

ii) In computing the above information, certain estimates, assumptions and adjustments have been made by the Management which have been relied upon by the auditors.

iii) The Company's Investment in Investment Property amounting to ' 7 289 lakh (Previous year ' 7 496 lakh) has been considered as an indirect exposure to real estate sector.

43.19 Detail of group entities that are not consolidated in the CFS

Name of Entity - Nippon Life India Asset Management Limited: Type of business - Portfolio management, financial planning, mutual fund investment, and advisory services to individuals, Size of its assets - ' 3 64 41 6 lakh, Debt Equity ratio - NA, Profitability FY 2021-22 - ' 71 121 lakh , Profitability FY 2020-21 - ' 64 939 lakh, Exposure - ' 52 844 lakh Equity.

Name of Entity - RBEP Entertainment Private Limited (Formaly know as Reliance Big Entertainment Private Limited): Type of business - Internet, digital media, film production, communications, radio programming, gaming, movies, animation, music, broadcast, and other entertainment services, Size of its assets - ' 19 982 lakh, Debt Equity ratio - NA,Profitability FY 202021 - ' (3 95 588) lakh, Profitability FY 2019-20 - ' (3 95 588) lakh, Exposure - ' 38 919 lakh Corporate Guarantee, and ' Nil Loan and interest.

Name of Entity - Reliance Broadcast Network Limited: Type of business - Operates as a media and entertainment company and

provides radio and television productions, Size of its assets - ' 42 062 lakh, Debt Equity ratio - NA, Profitability FY 2021-22

- ' (1 1 907) lakh, Profitability FY 2020-21 - ' (12 705) lakh, Exposure - ' Nil Equity, ' Nil Loan and interest and ' 36 01 9 lakh Corporate Guarantee.

Name of Entity - Reliance Media Works Financial Services Private Limited: Type of business - Lending and trading in commodities, Size of its assets - ' 2 811 lakh, Debt Equity ratio - NA, Profitability FY 2021-22 - ' 1 001 lakh, Profitability FY 2020-21 -'(61 914) lakh, Exposure - ' 18 885 lakh Corporate Guarantee.

Note:

(a) Exposure is provided net of provision or fair value change.

(b) Details of those entities have not been considered whose net exposures are Nil as on March 31, 2023.

(c) Debt Equity ratio is not applicable (NA) where net worth is negative or debt is zero.

(d) Financials details of Group Companies are provided as per lastest available Audited Financial Statement as on March 31, 2022.

43.20 The Company does not have any exposure to non financial business other than reported in serial no 1 of note no 43.19.

43.21 There are no Loans and advances to firms/companies in which directors are interested.

b) Penalties imposed by RBI and other regulators including strictures or directions on the basis of inspection reports or other adverse findings:

The Reserve Bank of India (RBI) vide Press Release dated November 29, 2021 in exercise of the powers conferred under Section 45-IE (1) of the Reserve Bank of India Act, 1 934 (RBI Act) superseded the Board of Directors of your Company on November 29, 2021 and the RBI appointed Shri Nageswara Rao Y, Ex-Executive Director of Bank of Maharashtra as the Administrator of your Company under Section 45-IE (2) of the RBI Act.

On December 2, 2021, the RBI filed a Petition before the Hon'ble National Company Law Tribunal, Mumbai Bench (Hon'ble NCLT/ Adjudicating Authority) under Section 227 read with Section 239(2)(zk) of the Insolvency and Bankruptcy Code, 2016 (IBC / IBC Code / Code) read with Rules 5 and 6 of the Insolvency and Bankruptcy (Insolvency and Liquidation Proceedings of Financial Service Providers and Application to Adjudication Authority) Rules, 2019 (FSP Rules), to initiate CIRP against your Company. Accordingly, in terms of Rule 5(b)(i) of the FSP Rules, an interim moratorium came into effect on the date of filing of the application to initiate CIRP. Thereafter, CIRP was initiated against your Company by an Order dated December 6, 2021 of the Hon'ble NCLT. The Hon'ble NCLT, vide the said order, confirmed the appointment of the Administrator to perform the functions of an Interim Resolution Professional / Resolution Professional to complete the CIRP of your Company as required under the provisions of the Code and also announced commencement of the moratorium under Section 14 of the Code with effect from December 6, 2021. Accordingly, your Company is presently undergoing CIRP under the provisions of the Code along with the Regulations and Rules thereunder.

c) If the auditor has expressed any modified opinion(s) or other reservation(s) in his audit report or limited review report in respect of the financial results of any previous financial year or quarter which has an impact on the profit or loss of the reportable period, with notes on :

The Auditor has not expressed any modified opinion(s) or other reservation(s) in his audit report or limited review report in respect of the financial results of any previous financial year or quarter thereof, which has an impact on the profit or loss for the financial year ended March 31, 2023.

The Company enters into derivatives for risk management purposes. Derivatives held for risk management purposes include hedges that either meet the hedge accounting requirements or hedges that are economic hedges, but the company has elected not to apply hedge accounting requirements.

The table below shows the fair values of derivative financial instruments recorded as liabilities together with their notional amounts. The notional amounts indicate the value of transactions outstanding at the year end and are not indicative of either the market risk or credit risk.

The Company is exposed to certain risks relating to its ongoing business operations. The primary risks managed using derivative instruments are Market linked debentures.

The Company has a process whereby periodically all long term contracts (including derivative contracts) are assessed for material foreseeable losses. At the year end, the Company has reviewed and ensured that adequate provision as required under any law / Indian Accounting Standards there are no foreseeable losses on such long term contracts (including derivative contracts) has been made in the books of account.

48 Fair value measurement

a) Fair value hierarchy

The Company determines fair value of its financial instruments according to following hierarchy:

Level 1: Category includes financials assets and liabilities that are measured in whole or significant part by reference to published quotes in an active market

Level 2: Category includes financials assets and liabilities that are measured using a valuation technique based on assumptions that are supported by prices from observable current market transactions. The Company's investment in units of AIF funds fall under this category.

Level 3: Category includes financials assets and liabilities that are measured using valuation techniques based on non- market observable inputs and subsidiaries and associates carried at deemed cost. This means that fair value are determined in whole or in part using a valuation model based on assumptions that are neither supportd by prices from observable current market transactions in the same instrument nor are they based on avilable market data. The main asset classes in this category are unlisted equity investments as well as unlisted funds.

The Company is a Core Investment Company (CIC) and obtained the Certificate of Registration as a CIC under Core Investment Companies (Reserve Bank) Directions, 2016. In compliance with the same Directions, the Company holds not less than 90% of its net assets in the form of investments in equity shares, preference shares, debentures, debt or loans to group companies.

The Company is exposed to market risk, credit risk, liquidity & interest rate risk and capital management risk. In view of the ongoing CIRP Risk Management is being overseen by the Administrator. The major risks are summarised below:

Market risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. The Company has quoted investments which are exposed to fluctuations in stock prices. Similarly, the Company has also raised funds through issue of Market Linked Debentures, whose returns are linked to relevant underlying market instruments or indices. The Company continuously monitors market exposure for both equity and debt and, in appropriate cases, also uses various derivative instruments as a hedging mechanism to limit volatility. The unquoted Compulsorily Convertible Preference Shares and Compulsory Convertible debentures of group companies are measured at fair value through profit or loss. The fair values of these investments are regularly monitored.

Credit risk management

Credit risk is the risk that one party to a financial instrument will cause a financial loss for the other party by failing to discharge an obligation. Credit risk arises mainly from loans and advances, and loan commitments arising from such lending activities, but can also arise from credit enhancement provided, such as financial guarantees, letters of credit, endorsements and acceptances. The Company is a Core Investment Company (CIC) with its lending restricted to and within the Group companies.

The Company has assesses on a forward-looking basis the Expected Credit Losses (ECL) associated with its debt instruments carried at amortized cost and FVOCI and with the exposure arising from loan commitments and financial guarantee contracts. The Company recognizes a loss allowance for such losses at each reporting date.

Liquidity and Interest Rate Risk

Liquidity risk is the risk that an entity will encounter difficulty in meeting obligations associated with financial liabilities that are settled by delivering cash or another financial asset. While interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates.

The Company is exposed to liquidity risk and interest rate risk principally, as a result of lending and investment for periods and interest rates which may differ from those of its funding sources. Asset liability positions are managed in compliance with the ALM policy of the company laid down in accordance overall guidelines issued by RBI in the Asset Liability Management (ALM) framework.

Capital Management Risk

The Reserve Bank of India (RBI) sets and monitors capital adequacy requirements for the Company from time to time. The Core Investment Companies (Reserve Bank) Directions, 2016, stipulate that the Adjusted Net Worth of a CIC-ND-SI shall at no point in time be less than 30% its risk weighted assets on balance sheet and risk adjusted value of off-balance sheet items as on date of the last audited balance as at the end of the financial year. The Core Investment Companies (Reserve Bank) Directions, 2016, further stipulate that the outside liabilities of a CIC-ND-SI shall at no point of time exceed 2.5 times its Adjusted Net Worth as on date of the last audited balance as at the end of the financial year.

Expected credit loss measurement

Ind AS 109 "Financial Instruments" outlines a 'three-stage' model for impairment based on changes in credit quality since initial recognition as summarised below,

The objective of the impairment requirements is to recognise lifetime expected credit losses for all financial instruments for which there have been significant increases in credit risk since initial recognition - whether assessed on an individual or collective basis - considering all reasonable and supportable information, including that which is forward-looking.

A financial instrument that is not credit-impaired on initial recognition is classified in 'Stage 1' and has its credit risk continuously monitored by the Company.

If significant increases in credit risk ('SICR') since initial recognition is identified, the financial instrument is moved to 'Stage 2' but is not yet deemed to be credit-impaired.

If the financial instrument is credit-impaired, the financial instrument is then moved to 'Stage 3'. Financial instruments in Stage 1 have their ECL measured at an amount equal to 12 month ECLs. Instruments in Stages 2 or 3 have their ECL measured based on expected credit losses on a lifetime basis. Purchased or originated credit-impaired financial assets are those financial assets that are credit impaired on initial recognition. Their ECL is always measured on a lifetime basis (Stage 3).

The measurement of ECL is calculated using three main components: (i) Probability of Default (PD) (ii) Loss Given Default (LGD) and (iii) the Exposure At Default (EAD).

The 12 month ECL is calculated by multiplying the 12 month PD, LGD and the EAD. The 12 month and lifetime PDs represent the PD occurring over the next 12 months and the remaining maturity of the instrument respectively. The EAD represents the expected balance at default, taking into account the repayment of principal and interest from the balance sheet date to the default event together with any expected drawdowns of committed facilities. The LGD represents expected losses on the EAD given the event of default, taking into account, among other attributes, the mitigating effect of collateral value at the time it is expected to be realised and the time value of money.

• Probability of default ( PD) represents the likelihood of a borrower defaulting on its financial obligation, either over the next 12 months (12M PD), or over the remaining lifetime (Lifetime PD) of the obligation.

• Exposure At default (EAD) is the total amount of an asset the entity is exposed to at the time of default. EAD is defined based on the characteristics of the asset. EAD is dependent on the outstanding exposure of an asset, sanctioned amount of a loan and credit conversion factor for non-funded exposures.

• Loss given default (LGD) It is the part of an asset that is lost provided the asset default. The recovery rate is derived as a ratio of discounted value of recovery cash flows (incorporating the recovery time) to total exposure amount at the time of default. Recovery rate is calculated for each segment separately. Loss given default is computed as (1 - recovery rate) in percentage terms.

The Company assesses when a significant increase in credit risk has occurred based on quantitative and qualitative assessments. Exposures are considered to have resulted in a significant increase in credit risk and are moved to Stage 2 when:

i Quantitative test: Accounts that are 30 calendar days or more past due move to Stage 2 automatically. Accounts that are 90 calendar days or more past due move to Stage 3 automatically.

ii Qualitative test: Accounts that meet the portfolio's 'high risk' criteria and are subject to closer credit monitoring. High risk customers may not be in arrears but either through an event or an observed behavior exhibit credit distress.

iii Reversal in Stages: Exposures will move back to Stage 2 or Stage 1 respectively, once they no longer meet the quantitative criteria set out above. For exposures classified using the qualitative test, when they no longer meet the criteria for a significant increase in credit risk

The measurement of ECL reflects:

• An unbiased and probability-weighted amount that is determined by evaluating a range of possible outcomes;

• The time value of money; and

• Reasonable and supportable information that is available without undue cost or effort at the reporting date about past events, current conditions and forecasts of future economic conditions. The measurement of the ECL allowance is an area that requires the use of complex models and significant assumptions about future economic conditions and credit behaviour (e.g. the likelihood of customers defaulting and the resulting losses).

As per the provisions of the IBC, the fair value and liquidation value of the assets of the Company as on the insolvency commencement date is required to be determined in accordance with Regulation 27 read with Regulation 35 of the Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) Regulations, 2016 ("CIRP Regulations"). The Administrator of RCAP duly appointed by the Hon'ble National Company Law Tribunal, Mumbai ("NCLT Mumbai Bench"), is obligated to appoint 2 registered valuers to determine such valuation and submit the report ("Valuation Report"). In furtherance thereof, the Administrator had appointed 2 registered valuers who have submitted their report. As per Ind AS 36- "Impairment of Assets", impairment testing of assets is to be conducted on an annual basis. On completion of the CIRP, the Company will consider carrying out a comprehensive review of all the assets including investments, other assets and intangible assets, liabilities and accordingly provide for impairment loss on assets and write back of liabilities, if any.

Subject to the above, impairment provisions for financial assets are based on assumptions about risk of default and expected loss rates. The Company uses judgement in making these assumptions and selecting the inputs to the impairment calculation, based on the Company's history, existing market conditions as well as forward looking estimates at the end of each reporting period.

The Company has adopted the Ind AS while identifying and providing for the Expected Credit Losses (ECL The Company measures credit risk using Probability of Default (PD), Exposure at Default (EAD) and Loss Given Default (LGD). This is similar to the approach used for the purposes of measuring Expected Credit Loss (ECL) under Ind AS 109 "Financial Instruments". Company has put in place monitoring mechanisms commensurate with nature and volume of activities.

Collateral and other credit enhancements

The Company employs a range of policies and practices to mitigate credit risk. The most common of these is accepting collateral for funds advanced. The principal collateral types for loans and advances are:

• Charges over business assets such as premises, inventory and accounts receivable; and

• Charges over financial instruments such as debt securities and equities.

Longer-term finance and lending to corporate entities are generally secured.

The Company's policies regarding obtaining collateral have not significantly changed during the reporting period and there has been no significant change in the overall quality of the collateral held by the Company since the prior period.

The Company closely monitors collateral held for financial assets considered to be credit-impaired, as it becomes more likely that the Company will take possession of collateral to mitigate potential credit losses. Financial assets that are credit-impaired and related collateral held in order to mitigate potential losses.

Write-off policy

The Company writes off financial assets, in whole or in part, when it has exhausted all practical recovery efforts and has concluded there is no reasonable expectation of recovery. Indicators that there is no reasonable expectation of recovery include (i) ceasing enforcement activity and (ii) where the Company's recovery method is foreclosing on collateral and the value of the collateral is such that there is no reasonable expectation of recovering in full.

The Company may write-off financial assets that are still subject to enforcement activity. The outstanding contractual amounts of such assets written off during the year ended March 31, 2023 was ' 60,986 lakh (Previous Year Nil ). The Company still seeks to recover amounts it is legally owed in full, but which have been partially written off due to no reasonable expectation of full recovery.

50 Analysis of financial assets and liabilities by remaining contractual maturities

Refer note no 43.2 for the maturity profile of the undiscounted cash flows of the Company's financial assets and liabilities as at March 31. The amounts disclosed in the table are the contractual undiscounted cash flows. Balances due within 12 months equal their carrying balances as the impact of discounting is not significant.

52 The Company has not advanced or loaned or invested (either from borrowed funds or share premium or any other sources or other kind of funds) to or in any other person or entity, including foreign entity ("Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

The Company has not received any funds (which are material either individually or in the aggregate) from any person or entity, including foreign entity ("Funding Parties"), with the understanding, whether recorded in writing or otherwise, that the Company shall, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

53 The disclosure on the following matters required under Schedule III as amended not being relevant or applicable in case of the Company, same are not covered:

a) The Company has not traded or invested in crypto currency or virtual currency during the financial year.

b) No proceedings have been initiated or are pending against the Company for holding any benami property under the Benami

Transactions (Prohibition) Act, 1 988 (45 of 1988) and rules made thereunder.

c) The Company has not been declared wilful defaulter by any bank or financial institution or government or any government authority.

d) No registration and/or satisfaction of charges are pending to be filed with ROC.

e) There are no transactions which are not recorded in the books of account which have been surrendered or disclosed as

income during the year in the tax assessments under the Income Tax Act, 1961.

f) The Company does not have any relationship with struck off companies.

54 Disclosure under Micro, Small and Medium Enterprises Development Act, 2006

There are no Micro and Small Scale Business Enterprises, to whom the Company owes dues, which are outstanding for more than 45 days as at March 31, 2023. This information as required to be disclosed under the Micro, Small and Medium Enterprises Development Act, 2006 has been determined to the extent such parties have been identified on the basis of information available with the Company.

55 Figures for the previous year has been regrouped / rearranged wherever necessary to make them comparable to those with the current year