DIRECTORS’ REPORT The Members, Religare Capital Markets Limited Your Directors have pleasure in presenting the 8 th 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
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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)
Income Tax Act, 1961
Based on Transfer Pricing Order U/s 92CA(3) of the Act
24,754,090 A.Y. 2009-10 Income Tax Appellate Tribunal
Income Tax Act, 1961
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.
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.
SATISH KUMAR NIRANKAR
DAVINDER NARANGDirector - Finance
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.
RELIGARE CAPITAL MARKETS LIMITEDNOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2014
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
RELIGARE CAPITAL MARKETS LIMITEDNOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2014
(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.
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
15,500,000 (March 31, 2013: 15,500,000) 0% 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 , 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
9,000,000 (March 31, 2013: 9,000,000) 12% Non Convertible Cumulative Redeemable Preference Shares of Rs. 10 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
11% Non-Convertible Cumulative Redeemable Preference Shares of Rs. 10 each
12% Non-Convertible Cumulative Redeemable 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
RELIGARE CAPITAL MARKETS LIMITEDNOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2014
Balance as at the beginning of the year 81,550,000 815,500,000 81,550,000 815,500,000
Add: Shares issued during the year - - - -
Balance as at the end of the year 81,550,000 815,500,000 81,550,000 815,500,000
Balance as at the beginning of the year 37,200,000 372,000,000 37,200,000 372,000,000
Add: Shares issued during the year - - - -
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 20,000,000 200,000,000 20,000,000 200,000,000
Add: Shares issued during the year - - - -
Balance as at the end of the year 20,000,000 200,000,000 20,000,000 200,000,000
Balance as at the beginning of the year 9,000,000 90,000,000 9,000,000 90,000,000
Add: Shares issued during the year - - - -
Balance as at the end of the year 9,000,000 90,000,000 9,000,000 90,000,000
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
Balance as at the end of the year 525,000,000 5,250,000,000 525,000,000 5,250,000,000
Balance as at the beginning of the year 26,200,000 26,200,000 5,000,000 5,000,000
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 end of the year 35,800,000 35,800,000 26,200,000 26,200,000
Balance as at the beginning of the year 15,500,000 155,000,000 15,500,000 155,000,000
Add: Shares issued during the year - - - -
Balance as at the end of the year 15,500,000 155,000,000 15,500,000 155,000,000
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
Balance as at the end of the year 620,000,000 3,906,000,000 620,000,000 3,100,000,000
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.
12% Non-Convertible Cumulative Redeemable Preference Shares of Rs. 10 each fully paid up
Total
0.01% Non-Convertible Cumulative Redeemable Preference Shares of Rs. 1 each fully paid up
0% Non-Convertible Cumulative Redeemable Preference Shares of Rs. 10 each fully paid up
RELIGARE CAPITAL MARKETS LIMITEDNOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2014
2.4
1 Equity Shares
2 Preference shares
a.
Preference Shares Issued/ Transferred to Date of Issue/Transfer Amount
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.
12% 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. 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
adjusted against securities premium.
The redemption of NCPS within tenure of maximum 5 years from
the date of allotment at a premium not exceeding Rs. 184.20 per
share at the discretion of the board. The premium on redemption if
any may be adjusted against securities premium.
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:
Type of shares/Terms of redemption
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:
RELIGARE CAPITAL MARKETS LIMITEDNOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2014
c.
Preference shares Issued/ Transferred to Date of Issue/Transfer Number of shares
0.002% Cumulative Non-convertible Redeemable Preference Shares of Rs. 10
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.
The redemption of NCPS within tenure of maximum 5 years from
the date of allotment at a premium not exceeding Rs. 184.20 per
share at the discretion of the board. The premium on redemption if
any may be adjusted against securities premium.
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
12% 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. 70.50 per
share at the discretion of the board and premium on redemption if
any may be adjusted against securities premium.
The redemption of NCPS within tenure of maximum 5 years from
the date of allotment at a premium not exceeding Rs. 184.20 per
share at the discretion of the board. The premium on redemption if
any may be adjusted against securities premium.
Religare Enterprises Limited
As at 31 March, 2013As at 31 March, 2014
Shimal Research Laboratories Limited
Religare Enterprises Limited
RHC Holding Private Limited
RHC Holding Private 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
RELIGARE CAPITAL MARKETS LIMITEDNOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2014
3
As at
March 31, 2014
As at
March 31, 2013
Amount (Rs.) Amount (Rs.)
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
Amount (Rs.) Amount (Rs.)
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
Amount (Rs.) Amount (Rs.)
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
Amount (Rs.) Amount (Rs.)
- 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
Amount (Rs.) Amount (Rs.)
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%
Maturity Date: 12-01-2014
Loan Repayable on Demand at the rate of Interest of 13%
Maturity Date: 19-12-2013
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%
Maturity Date: 27-03-2014
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
RELIGARE CAPITAL MARKETS LIMITEDNOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2014
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
RELIGARE CAPITAL MARKETS LIMITEDNOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2014
- 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
RELIGARE CAPITAL MARKETS LIMITEDNOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2014
15
As at
March 31, 2014
As at
March 31, 2013
Amount (Rs.) Amount (Rs.)
- 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
Amount (Rs.) Amount (Rs.)
-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
Amount (Rs.) Amount (Rs.)
- - 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
RELIGARE CAPITAL MARKETS LIMITEDNOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2014
18
As at
March 31, 2014
As at
March 31, 2013
Amount (Rs.) Amount (Rs.)
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
RELIGARE CAPITAL MARKETS LIMITEDNOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2014
19
As at
March 31, 2014
As at
March 31, 2013
Amount (Rs.) Amount (Rs.)
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
Amount (Rs.) Amount (Rs.)
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
March 31, 2013Amount (Rs.) Amount (Rs.)
- 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
RELIGARE CAPITAL MARKETS LIMITEDNOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2014
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)}
- Disputed Income Tax demands not provided for A.Y-2008-09
- Disputed Income Tax demands not provided for A.Y-2009-10
22
Year Ended
March 31, 2014
Year Ended
March 31, 2013Amount (Rs.) Amount (Rs.)
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
Amount (Rs.) Amount (Rs.)
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
RELIGARE CAPITAL MARKETS LIMITEDNOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2014
Particulars
Particulars
Total
* Brokerage is shown at net of charges
Revenue from Operations
RELIGARE CAPITAL MARKETS LIMITEDNOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2014
24
Year Ended
March 31, 2014
Year Ended
March 31, 2013Amount (Rs.) Amount (Rs.)
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
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.
RELIGARE CAPITAL MARKETS LIMITEDNOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2014
27
Year Ended
March 31, 2014
Year Ended
March 31, 2013Amount (Rs.) Amount (Rs.)
- 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
Amount (Rs.) Amount (Rs.)
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
RELIGARE CAPITAL MARKETS LIMITEDNOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2014
28
Year Ended
March 31, 2014
Year Ended
March 31, 2013
Amount (Rs.) Amount (Rs.)
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
March 31, 2013Amount (Rs.) Amount (Rs.)
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
RELIGARE CAPITAL MARKETS LIMITEDNOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2014
31
Year Ended
March 31, 2014
Year Ended
March 31, 2013Amount (Rs.) Amount (Rs.)
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*
Indian Assured Lives
Mortality (1994-96)
Modified Ultimate*
Indian Assured Lives
Mortality (1994-96)
Modified Ultimate*
Indian Assured Lives
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:
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.**
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 - - - -
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 - -
*
**
RELIGARE CAPITAL MARKETS LIMITEDNOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2014
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
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-
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
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
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
RELIGARE CAPITAL MARKETS LIMITED
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
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
Religare Capital Markets (Singapore) Pte
Limited.
928,026 2,694,855
Religare Capital Markets Corporate Finance Pte
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.
RELIGARE CAPITAL MARKETS LIMITEDNOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2014
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
The Notes are an integral part of the Financial Statements
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.