RELIGARE FINVEST LIMITED - Kotak Investment...

C M Y K

C M Y K

ProspectusSeptember 7, 2012

RELIGARE FINVEST LIMITED

GENERAL RISKInvestors are advised to read the Risk Factors carefully before taking an investment decision in the Issue. For taking an investment decision, the investors must rely on their own examination of the Issuer and the Issue including the risks involved. Specific attention of the investors is invited to the Risk Factors on pages 1 to 26 of this Prospectus. This Prospectus shall not be approved by any statutory and/or any regulatory authority in India inter alia including the RBI, the SEBI, the Registrar of Companies and/or the BSE Limited and the National Stock Exchange of India Limited.

ISSUER’S ABSOLUTE RESPONSIBILITYThe Issuer, having made all reasonable inquiries, accepts responsibility for, and confirms that this Prospectus contains all information with regard to the Issuer and the Issue, which is material in the context of the Issue, that the information contained in this Prospectus is true and correct in all material respects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which makes this Prospectus as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect.

CREDIT RATINGThe NCDs proposed to be issued under this Issue have been rated ‘[ICRA] AA-(negative)’ by ICRA for an amount of upto ` 5,000 million vide its letter dated August 24, 2012, and ‘CARE AA-’ by CARE for an amount of upto ` 5,000 million vide its letter dated August 16, 2012. The rating of the NCDs by ICRA indicates high degree of safety regarding timely servicing of financial obligations and carrying very low credit risk. The rating of the NCDs by CARE indicates high degree of safety regarding timely servicing of financial obligations and carrying very low credit risk. The ratings provided by ICRA and/or CARE may be suspended, withdrawn or revised at any time by the assigning rating agency and should be evaluated independently of any other rating. These ratings are not a recommendation to buy, sell or hold securities and investors should take their own decisions. Please refer to page 36 of this Prospectus for the rationale for the above ratings.

LISTINGThe NCDs offered through this Prospectus are proposed to be listed on the BSE Limited (“BSE”/ “Designated Stock Exchange”) and National Stock Exchange of India Limited (“NSE”). Our Company has obtained an ‘in-principle’ approval for the Issue from the BSE vide their letter dated September 3, 2012 and from NSE vide their letter dated September 3, 2012. For the purposes of the Issue, BSE shall be the Designated Stock Exchange.

A Public Limited Company incorporated under the Companies Act, 1956 and registered with the RBI as a Non-Banking Financial Company within the meaning of the Reserve Bank of India Act, 1934 (2 of 1934)Registered and Corporate Office: D3, P3B, District Centre, Saket, New Delhi - 110 017, India; Tel. No.: +91 011 3912 5000, Fax: +91 011 3912 6505; Website: www.religarefinvest.com; Compliance Officer and Contact Person: Mr. Punit Arora; E-mail: [email protected] Issue by Religare Finvest Limited, (“Company” or “Issuer”) of Secured Redeemable Non-Convertible Debentures of face value of ` 1,000 each, (“NCDs”), aggregating upto ` 2,500 million with an option to retain over-subscription upto ` 2,500 million for issuance of additional NCDs aggregating to a total of upto ` 5,000 million, hereinafter referred to as the “Issue”.The Issue is being made pursuant to the provisions of Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008, as amended (the “Debt Regulations”).

LEAD MANAGERS TO THE ISSUE REGISTRAR TO THE ISSUE

Axis Bank Limited1st floor, Axis House,Wadia International Centre,P. B. Marg, Worli, Mumbai - 400 025,Maharashtra, India Tel: +91 22 2425 2180Fax: +91 22 2425 3000Email: [email protected] Grievance Email: [email protected]: www.axisbank.comContact Person: Mr. Manish JainCompliance Officer: Mr. Advait MajmudarSEBI Registration No: INM000006104

A. K. Capital Services Limited30-39, Free Press House,Free Press Journal Marg, 215 Nariman Point, Mumbai - 400 021Tel: +91 22 6754 6500Fax: +91 22 6610 0594Email: [email protected] Grievance Email:[email protected]: www.akcapindia.comContact Person: Ms. Anusha Bharadwaj / Lokesh SinghiCompliance Officer: Mr. Vikas AgarwalSEBI Registration No: INM000010411

JM Financial Institutional Securities Private Limited141 Maker Chambers III, Nariman Point, Mumbai - 400 021Tel: +91 22 6630 3030Fax: +91 22 2204 2137Email: [email protected] Grievance Email: [email protected]: www.jmfl.comContact Person: Ms. Lakshmi LakshmananCompliance Officer: Mr. Chintal SakariaSEBI Registration No: INM000010361

Kotak Mahindra Capital Company Limited1st Floor, Bakhtawar, 229, Nariman Point, Mumbai - 400 021Tel: +91 22 6634 1100Fax: +91 22 2284 0492Email: [email protected] Grievance Email: [email protected]: www.investmentbank.kotak.comContact Person: Mr. Ganesh RaneCompliance Officer: Ajay VaidyaSEBI Registration No: INM000008704

Religare Capital Markets Limited**4th floor, ING House, Plot No: C-12, G Block, Bandra Kurla Complex, Bandra (E), Mumbai – 400 051, Maharashtra, IndiaTel: +91 22 6766 3400Fax: +91 22 6766 3575Email:[email protected] Grievance Email: [email protected]: www.religarecm.comContact Person: Mr. Udit GuptaCompliance Officer: Mr. Gopalan S.SEBI Registration No: INM000011062

Link Intime India Private LimitedC-13, Pannalal Silk Mills Compound, L.B.S. Marg, Bhandup (West),Mumbai - 400 078, IndiaTel: +91 22 2596 0320Fax: +91 22 2596 0329Toll Free: 1-800-22-0320Email: [email protected] Grievance Email: [email protected]: www.linkintime.co.inContact Person: Mr. Sachin AcharSEBI Registration No: INR000004058

ISSUE PROGRAMME*ISSUE OPENS ON : SEPTEMBER 14, 2012 ISSUE CLOSES ON : SEPTEMBER 27, 2012

*The Issue may close on such earlier date or extended date as may be decided at the discretion of the duly authorised committee of Directors of our Company subject to necessary approvals. For further information on the Issue programme, please refer to “General Information – Issue Programme” page 36 of this Prospectus. In the event of such early closure or extension of the Issue, our Company shall ensure that notice of the same is provided to the prospective investors, on or before such early date of closure or the initial Closing Date, as the case may be, through advertisement/s in a leading national daily newspaper.**Religare Capital Markets Limited (“RCML”) is a wholly owned subsidiary of our Promoter. As our Promoter directly exercises control over RCML and also there are common promoters (directly or indirectly) and common directors between RCML and our Company, RCML is deemed to be an associate of our Company as per the Securities and Exchange Board of India (Merchant Bankers) Regulations, 1992, as amended (“Merchant Bankers Regulations”). RCML has signed the due diligence certificate and accordingly has been disclosed as a Lead Manager. Further, in compliance with the provisio to Regulation 21A (1) and explanation to Regulation 21A (1) of the Merchant Bankers Regulations, RCML would be involved only in marketing of the Issue.IL&FS Trust Company Limited has by its letter dated August 22, 2012 given its consent for its appointment as Debenture Trustee to the Issue and for its name to be included in this Prospectus and in all the subsequent periodical communications sent to the holders of the Debentures issued pursuant to this Issue.A copy of the final Prospectus is being filed with the Registrar of Companies, N.C.T. of Delhi and Haryana, in terms of section 56 and section 60 of the Act, along with the requisite endorsed/ certified copies of all requisite documents. For further details please refer to the section titled “Material Contracts and Documents for Inspection” beginning on page 251 of this Prospectus.

TABLE OF CONTENTS

SECTION I : GENERAL ................................................................................................................................................................................ i

Definitions / Abbreviations ................................................................................................................................................................................ i

Forward Looking Statements .........................................................................................................................................................................xiii

Presentation of Financial and Other Information ............................................................................................................................................ xv

SECTION II : RISK FACTORS .................................................................................................................................................................... 1

SECTION III : INTRODUCTION .............................................................................................................................................................. 27

General Information ........................................................................................................................................................................................ 27

Summary of Business, Strength & Strategy .................................................................................................................................................... 38

The Issue ......................................................................................................................................................................................................... 43

Summary Financial Statements ....................................................................................................................................................................... 46

Capital Structure .............................................................................................................................................................................................. 55

Objects of the Issue ......................................................................................................................................................................................... 74

Statement of Tax Benefits ............................................................................................................................................................................... 76

SECTION IV : ABOUT THE ISSUER COMPANY AND THE INDUSTRY ......................................................................................... 81

Industry ........................................................................................................................................................................................................... 81

Our Business ................................................................................................................................................................................................. 100

History, Main Objects And Key Agreements ................................................................................................................................................ 120

Our Management ........................................................................................................................................................................................... 132

Our Promoter ................................................................................................................................................................................................. 144

Our Subsidiary............................................................................................................................................................................................... 151

SECTION V : FINANCIAL INFORMATION ......................................................................................................................................... 153

Disclosures on Financial Indebtedness as on March 31, 2012 ...................................................................................................................... 154

Material Developments ................................................................................................................................................................................. 161

SECTION VI : ISSUE RELATED INFORMATION .............................................................................................................................. 163

Terms of the Issue ......................................................................................................................................................................................... 163

Issue Structure ............................................................................................................................................................................................... 168

Issue Procedure ............................................................................................................................................................................................. 181

SECTION VII : LEGAL AND OTHER INFORMATION ..................................................................................................................... 209

Pending Proceedings and Statutory Defaults ................................................................................................................................................. 209

Other Regulatory and Statutory Disclosures ................................................................................................................................................. 224

Regulations and Policies ............................................................................................................................................................................... 236

Summary of Key Provisions of Articles of Association ................................................................................................................................ 249

Material Contracts and Documents for Inspection ........................................................................................................................................ 251

Declaration .................................................................................................................................................................................................... 253

i

SECTION I : GENERAL

DEFINITIONS / ABBREVIATIONS

This Prospectus uses certain definitions and abbreviations which, unless the context indicates or implies otherwise, have the meaning as provided below. References to any legislation, act or regulation shall be to such term as amended from time to time. Company related terms

Term Description

"RFL", "Issuer", “the Company” and “our Company”

Religare Finvest Limited, a company incorporated under the Companies Act, 1956, registered as a Non-Banking Financial Company with the Reserve Bank of India under Section 45-IA of the Reserve Bank of India Act, 1934, and having its registered office at D3, P3B, District Centre, Saket, New Delhi - 110 017, India

AOA/Articles / Articles of Association Articles of Association of our Company

Avigo Investment Agreement Investment Agreement dated November 12, 2011 between Avigo PE Investments Limited, Mauritius, Religare Enterprises Limited and our Company, as amended from time to time.

Board / Board of Directors The Board of Directors of our Company and includes any duly constituted committee thereof

CARE Credit Analysis and Research Limited

Compulsorily Convertible Preference Shares

0.01% Compulsorily Convertible Preference Shares of face value of ` 10/- each of our Company

CRISIL CRISIL Limited

Cumulative Redeemable Preference Shares/ CCPS

Cumulative Redeemable Preference Shares of face value of ` 10/- each of our Company

DIN Director Identification Number

Eligible NRI(s) Eligible NRI is a Non Resident Individual applying for NCDs under the Issue only on a non-repatriation basis, and such Non Resident Individual is not (i) based in the United States of America, (“USA”), and/or, (ii) domiciled in the USA, and/or, (iii) residents/citizens of the USA, and/or, (iv) subject to any taxation laws of the USA.

ESOP/ESOS/ESOP Scheme 2010 Our Company’s Employee Stock Option Scheme of the year 2010, namely, “Religare Finvest Limited Stock Option Scheme 2010”

Equity Shares Equity shares of face value of ` 10/- each of our Company

ECISPL Equifax Credit Information Services Private Limited

ii

Term Description

FITCH Fitch Ratings India Private Limited

Loan Assets Assets under financing activities

ICRA ICRA Limited

Master Service Agreement Master Service Agreement dated October 1, 2011 between Religare Corporate Services Limited and our Company

MIS Management Information System of our Company

Memorandum / MOA Memorandum of Association of our Company

Net Loan Assets Assets under financing activities net of Provision for non-performing assets

NAV Net Asset Value

NBFC Non-Banking Financial Company as defined under Section 45-IA of the RBI Act, 1934

NYLIM Investment Agreement Investment Agreement dated December 29, 2011 between NYLIM Jacob Ballas India Fund III LLC, Mauritius, Religare Enterprises Limited and our Company, as amended from time to time.

Non Convertible Cumulative Redeemable Preference Shares

1% Non Convertible Cumulative Redeemable Preference Shares of face value of ` 10/- each of our Company or 6% Non Convertible Cumulative Redeemable Preference Shares of face value of ` 10/- each of our Company; as the context may require

Promoter/REL Religare Enterprises Limited, a company incorporated under the Companies Act, 1956, and having its registered office at D3, P3B, District Centre, Saket, New Delhi - 110 017

` / Rs./ INR/ Rupees The lawful currency of the Republic of India

Religare Group Companies under the same management as per section 370 (1B) of the Act and our Promoter.

RMC Risk Management Committee of the Board of Directors of our Company

RSL Religare Securities Limited

Equifax Shareholders Agreement Shareholders Agreement dated December 23, 2009 between Equifax Credit Information Services Private Limited, EFX Holdings Limited, Bank of Baroda, Kotak Mahindra Prime Limited, Sundaram Finance Limited, Union Bank of India, Bank of India and our Company.

Statutory Auditors Our company’s statutory auditors being Price Waterhouse, Chartered Accountants.

Subsidiary/RHDFCL Subsidiary of our Company namely Religare Housing Development Finance Corporation Limited (formerly known as Maharishi Housing Development

iii

Term Description

Finance Corporation Limited)

Subsidiary Auditor The statutory auditors of RHDFCL, namely, Price Waterhouse & Co., Chartered Accountants

Summary Financial Information of our Company

The statement of unconsolidated assets and liabilities of our Company, and the related statement of unconsolidated profit and loss account of our Company and the related statement of unconsolidated cash flow, including notes, of our Company as at and for the years ended March 31, 2008, 2009, 2010, 2011 and 2012, extracted from the audited unconsolidated financial information as at and for the years ended March 31, 2008, March 31, 2009, March 31, 2010, March 31, 2011 and March 31, 2012, as examined by our Company’s Statutory Auditors, Price Waterhouse, Chartered Accountants

Summary Financial Information of our Subsidiary

The statement of unconsolidated assets and liabilities of RHDFCL, and the related statement of unconsolidated profit and loss account of RHDFCL and the related statement of unconsolidated cash flow, including notes, of RHDFCL as at and for the year ended March 31, 2011 and 2012, extracted from the audited unconsolidated financial information of RHDFCL as at and for the year ended March 31, 2011 and March 31, 2012, as examined by the Subsidiary Auditors, Price Waterhouse & Co., Chartered Accountants

Trading Member/s Intermediaries registered with a Broker or a Sub-Broker under the SEBI (Stock Brokers and Sub-Brokers) Regulations, 1992 and/or with the NSE or the BSE under the applicable byelaws, rules, regulations, guidelines, circulars issued by the relevant Stock Exchanges from time to time

“We”, “us” and “our” Our Company and/or its Subsidiary, unless the context otherwise requires

Issue related terms

Term Description

Allotment / Allotted Unless the context otherwise requires, the allotment of the NCDs pursuant to the Issue to the Allottees

Allotment Advice The note or advice or intimation of Allotment, sent to each successful Applicant who has been or is to be Allotted NCDs in accordance with the Basis of Allotment.

Allottee The successful applicant to whom the NCDs are being/have been allotted pursuant to the Issue

Applicant(s) / Investor(s) Eligible Individuals or entities who apply for NCDs pursuant to the Issue, and unless otherwise stated or implied

Application(s) An application to subscribe to NCDs offered pursuant to the Issue by submission of a valid Application Form and payment of the Application Amount by any of the modes as prescribed under this Prospectus

Application Amount(s) The aggregate application monies equal to the full face value of the NCDs payable by the Applicant at the time of submission of the Application Form

iv

Term Description

Application Form(s) The form used by an Applicant for applying for NCDs under the Issue through ASBA or non-ASBA process for NCDs being offered pursuant to this Issue

Application Supported by Blocked Amount / ASBA / ASBA Applications

A process of submitting the Application Form, whether physical or electronic form, used by Applicants to make an Application authorizing an SCSB to block the Application Amount in their specified bank account maintained with the SCSB

ASBA Applicant(s) / ASBA Investor(s)

Any Applicant who intends to apply for NCDs through ASBA

ASBA Account An account maintained by the ASBA Applicant with the SCSB which will be blocked by such SCSB to the extent of the appropriate Application Amount in relation to a Application by an ASBA Applicant

Banker (s) to the Issue / Escrow Collection Bank(s)

The bank(s) with whom Escrow Accounts will be opened as specified on page 32 of this Prospectus

Base Issue Public Issue of NCDs by our Company aggregating upto ` 2,500 million

Basis of Allotment The basis on which NCDs will be allotted to applicants under the Issue and which is described in “Issue Procedure – Basis of Allotment” on page 200 of this Prospectus

Debentures / NCDs Secured, Redeemable, Non-Convertible Debentures offered through this Prospectus aggregating upto ` 2,500 million with an option to retain over-subscription upto ` 2,500 million for issuance of additional NCDs aggregating to a total of upto ` 5,000 million

Debt Listing Agreement The listing agreement entered into/to be entered into between our Company and the BSE and NSE in connection with the listing of debt securities of our Company

Debt Regulations SEBI (Issue and Listing of Debt Securities) Regulations, 2008, issued by SEBI, effective from June 6, 2008 as amended from time to time

Debenture Trustee IL&FS Trust Company Limited

Debenture Trustee Agreement Agreement dated August 22, 2012 entered into between our Company and the Debenture Trustee wherein the appointment of the Debenture Trustee to the Issue, is agreed as between our Company and the Debenture Trustee, and the time frame within which appropriate security for ensuring 110% asset cover for the NCDs issued pursuant to the Issue are created in favour of the Debenture Trustee

Debenture Trust Deed Deed and/or Indenture of Trust to be entered into between our Company and the Debenture Trustee which shall be executed within three months of the closure of the Issue, for creating appropriate security, in favour of the Debenture Trustee for the NCD Holders on the assets adequate to ensure 110% asset cover for the NCDs issued pursuant to the Issue

Deemed Date of Allotment The Deemed Date of Allotment for the NCDs shall be the date of issue of the Allotment Advice / Regret or such date as may be determined by the Board of our Company and/or a duly authorized committee thereof and notified to the BSE and NSE. All benefits under the NCDs including payment of interest will accrue to the NCD Holders from the Deemed Date of Allotment. Actual Allotment may occur on a date other than the Deemed Date of Allotment.

v

Term Description

Demographic Details Details of the investor such as address, occupation, category, PAN of applicants and bank account details.

Depositories Act The Depositories Act, 1996, as amended from time to time

Depository(ies) National Securities Depository Limited (NSDL) and/or Central Depository Services (India) Limited (CDSL)

DP / Depository Participant A depository participant as defined under the Depositories Act

Designated Stock Exchange BSE Limited

Designated Branches Such branches of the SCSBs which shall collect the ASBA Applications and a list of which is available on http://www.sebi.gov.in/cms/sebi_data/attachdocs/1345612849756.html or at such other web-link as may be prescribed by SEBI from time to time.

Designated Date The date on which the Escrow Collection Banks transfer the funds from the Escrow Accounts and the Registrar to the Offer issues instruction to SCSBs for transfer of funds from the ASBA Accounts to the Public Issue Account(s).

Draft Prospectus / Draft Offer Document

The Draft Prospectus dated August 27, 2012 filed with the BSE and NSE for receiving public comments in accordance with the provisions of the Act and the Debt Regulations

Escrow Agreement Agreement dated September 5, 2012 entered into amongst our Company, the Registrar, the Escrow Collection Bank(s), the Refund Bank(s) and the Lead Managers for collection of the Application Amounts and for remitting refunds, if any, of the amounts collected, to the Applicants (excluding the ASBA Applicants) on the terms and conditions contained thereof

Escrow Account(s) Accounts opened with the Escrow Collection Banks for the Issue, in whose favour the Applicants (excluding the ASBA Applicants) will issue payment instructions though issue cheques/ drafts in respect of the Application Amount.

Individual(s) All categories of persons who are individuals or natural persons (including Hindu Undivided Families acting through their Karta) including without limitation Non Reserved Individual Investors and Reserved Individual Investors who are eligible under applicable laws to hold the NCDs

Institutional Investor Public financial institutions, statutory corporations, commercial banks, co-operative banks and regional rural banks incorporated in India and authorized to invest in the NCDs, Indian Provident funds, pension funds, superannuation funds and gratuity funds, authorized to invest in the NCDs, Indian venture capital funds registered with SEBI, Indian insurance companies registered with the IRDA, National Investment Fund, and Indian Mutual Funds registered with SEBI

Institutional Portion Applications received from Institutional Investors grouped together across all Series I, Series II, Series III, Series IV and/or Series V NCDs

Issue Public Issue by our Company of NCDs aggregating upto ` 2,500 million with an option to retain over-subscription upto ` 2,500 million for issuance of additional NCDs

vi

Term Description

aggregating to a total of upto ` 5,000 million.

Issue Opening Date September 14, 2012

Issue Closing Date* September 27, 2012

Issue Period The period between the Issue Opening Date and the Issue Closing Date inclusive of both days and during which prospective Applicants can submit their Application Forms

Lead Brokers A.K.Stockmart Private Limited, Bajaj Capital Investor Services Private Limited, Bonanza Portfolio Limited, Edelweiss Broking Limited, Enam Securities Private Limited, HDFC Securities Limited, India Infoline Limited, Integrated Securities Limited, JM Financial Services Private Limited, Karvy Stock Broking Limited, Kotak Securities Limited, LKP Securities Limited, Religare Securities Limited, RR Equity Brokers Private Limited, SMC Global Securities Limited, SPA Securities Limited, Standard Chartered Securities (India) Limited, Trust Financial Consultancy Services Private

Lead Managers Axis Bank Limited, A.K.Capital Services Limited, JM Financial Institutional Securities Private Limited, Kotak Mahindra Capital Company Limited and Religare Capital Markets Limited

Limited Liability Partnership A limited liability partnership formed and registered under the provisions of the Limited Liability Partnership Act, 2008 (No. 6 of 2009), as amended from time to time

Market Lot One NCD

NCD Holder (s) The holders of the NCDs whose name appears in the database of the Depository (in case of NCDs in the dematerialized form) and/or the register of NCD holders maintained by our Company (in case of NCDs held in the physical form)

Non Individual(s) All categories of entities, associations, organizations, societies, trusts, funds, partnership firms, Limited Liability Partnerships, bodies corporate, statutory and/or regulatory bodies and authorities and other forms of legal entities who are NOT individuals or natural persons and are eligible under applicable laws to hold the NCDs including without limitation Institutional Investors and Non Institutional Investors

Non Institutional Investors Companies, bodies corporate and societies, registered under the applicable laws in India, and authorized to invest in the NCDs; Trusts settled under the Indian Trusts Act, 1882, public/private charitable/religious trusts settled and/or registered in India under applicable laws, which are authorized to invest in the NCDs; Resident Indian scientific and/or industrial research organizations, authorized to invest in the NCDs; Partnership firms formed under applicable laws in India in the name of the partners, authorized to invest in the NCDs; and Limited Liability Partnerships formed and registered under the provisions of the Limited Liability Partnership Act, 2008 (No. 6 of 2009), authorized to invest in the NCDs

Non Institutional Portion Applications received from Non Institutional Investors grouped together across all Series I, Series II, Series III, Series IV and/or Series V NCDs.

Non Reserved Individual Resident Indian individuals who apply for NCDs aggregating to a value more than

vii

Term Description

Investors ` 0.5 million, across all Series of NCDs, Hindu Undivided Families through the Karta who apply for NCDs aggregating to a value more than ` 0.5 million, across all Series of NCDs, and NRIs who apply for NCDs on a non-repatriation basis

Non Reserved Individual Portion Applications received from Non Reserved Individual Investors grouped together across all Series I, Series II, Series III, Series IV and/or Series V NCDs

Person Resident in India

A person residing in India for more than one hundred and eighty-two days during the course of the preceding financial year but does not include – (A) A person who has gone out of India or who stays outside India, in either case-

(a) for or on taking up employment outside India, or (b) for carrying on outside India a business or vocation outside India, or (c) for any other purpose, in such circumstances as would indicate his intention to

stay outside India for an uncertain period;

(B) A person who has come to or stays in India, in either case, otherwise than- (a) for or on taking up employment in India; or (b) for carrying on in India a business or vocation in India, or (c) for any other purpose, in such circumstances as would indicate his intention to stay in India for an uncertain period;

(ii) any person or body corporate registered or incorporated in India, (iii) an office, branch or agency in India owned or controlled by a person resident outside India, (iv) an office, branch or agency outside India owned or controlled by a person resident in India, as defined under FEMA

Person Resident outside India A person who is not a person resident in India, as defined under FEMA

Prospectus / Offer Document The Prospectus dated September 7, 2012 issued and filed with the ROC in accordance with the Debt Regulations containing inter alia the coupon rate for the NCDs and certain other information

Public Issue Account Account(s) opened with the Bankers to the Issue to receive monies from the Escrow Accounts and/ or from the SCSBs for the Issue.

Record Date The record date in connection with Series I,Series II, Series III, Series IV and Series V NCDs shall be 10 (ten) days prior to the date on which interest is due and payable, or the date of redemption, or as may be prescribed by the relevant stock exchange(s) being the record date for payment of interest in connection with the NCDs or repayment of principal, or as may be prescribed by the relevant stock exchange(s)

Refund Account(s) The account(s) opened with the Refund Banker(s), from which refunds of the whole or part of the Application Amount (excluding in relation to the ASBA Applicants), if any, shall be made

Refund Bank (s) Axis Bank Limited

Registrar / Registrar to the Issue Link Intime India Private Limited

Reserved Individual Investors Resident Indian individuals who apply for NCDs aggregating to a value not more than ` 0.5 million, across all Series of NCDs, Hindu Undivided Families through the Karta who apply for NCDs aggregating to a value not more than ` 0.5 million, across all Series of NCDs,and NRIs who apply for NCDs on a non-repatriation basis

viii

Term Description

aggregating to a value not more than ` 0.5 million across all Series of NCDs,

Reserved Individual Portion Portion of applications received from Reserved Individual Investors grouped together across all Series I, Series II, Series III, Series IV and/ or Series V NCDs

SCSBs or Self Certified Syndicate Banks

The banks registered with SEBI under the Securities and Exchange Board of India (Bankers to an Issue) Regulations, 1994 offering services in relation to ASBA, including blocking of an ASBA Account, and a list of which is available on http://www.sebi.gov.in/pmd/scsb.html or at such other web-link as may be prescribed by SEBI from time to time. A list of the branches of the SCSBs where ASBA Applications submitted to the Lead Managers, Lead Brokers, sub-brokers or the Trading Member(s) of the Stock Exchange only in the Specified Cities, will be forwarded by such Lead Managers, Lead Brokers, sub-brokers or the Trading Members of the Stock Exchange is available at http://www.sebi.gov.in/cms/sebi_data/attachdocs/1345612849756.html or at such other web-link as may be prescribed by SEBI from time to time

Specified Cities Centres at Mumbai, Chennai, Kolkata, Delhi, Ahmedabad, Rajkot, Jaipur, Bengaluru, Hyderabad, Pune, Vadodara and Surat where the Lead Managers, Lead Brokers, sub-brokers or the Trading Members of the Stock Exchange shall accept ASBA Applications in terms of the SEBI Circular No. CIR/CFD/DIL/1/2011 dated April 29, 2011

Series Collectively the Series I, Series II, Series III, Series IV and Series V NCDs being offered to the applicants as stated in the section titled ‘Issue Related Information’ beginning on page 163 of this Prospectus

Standard Business Receivables All amounts which are received or which our Company is entitled to receive in connection with existing and future loans and/or finance provided by our Company in its regular course of business, inter-alia including all principal amounts, interest and/or premiums receivable in connection with such loans and/or finance

Stock Exchange/s BSE and NSE

Syndicate ASBA: ASBA Applications through the Lead Managers, Lead Brokers, sub-brokers or the Trading Members of the Stock Exchange only in the Specified Cities.

Tripartite Agreement(s) Agreements entered into between the Issuer, Registrar and each of the Depositories under the terms of which the Depositories have agreed to act as depositories for the securities issued by the Issuer

TRS/ Transaction Registration Slip

The slip or document issued by a Lead Manager, Lead Brokers, sub-brokers, Trading Members of the Stock Exchange or the designated branches of the SCSB (only on demand), as the case may be, to the Applicant as proof of registration of the Application

Trustees / Debenture Trustee Trustees for the Debenture Holders in this case being IL&FS Trust Company Limited

Working Days/ Business days All days, excluding Sundays and public holidays, on which commercial banks in Mumbai are open for business, except with reference to the Issue Period, where working day shall mean all days, excluding Saturdays, Sundays and public holidays, which are working days for commercial banks in Mumbai

ix

∗ The Issue may close on such earlier date or extended date as may be decided at the discretion of the duly authorised committee of Directors of our Company subject to necessary approvals. For further information on the Issue programme, please refer to “General Information – Issue Programme” page 36 of this Prospectus. In the event of such early closure or extension of the Issue, our Company shall ensure that notice of the same is provided to the prospective investors, on or before such early date of closure or the initial Closing Date, as the case may be, through advertisement/s in a leading national daily newspaper.

. Technical & Industry Terms

Term Description

ALM Asset Liability Management

ALCO Asset Liability Committee

CAR Capital Adequacy Ratio computed on the basis of applicable RBI requirements

KYC Norms Customer identification procedure for opening of accounts and monitoring transactions of suspicious nature followed by NBFCs for the purpose of reporting it to appropriate authority

LTV Loan to Value

MSME Micro Small and Medium Enterprises

Non-Deposit Accepting NBFC Directions

Non-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007, as amended

NBFC-D NBFC registered as a deposit accepting NBFC

NBFC-ND NBFC registered as a non-deposit accepting NBFC

NBFC-ND-SI Systemically Important NBFC-ND

Net Interest Income Interest on loans less interest payments

NIM/Net Interest Margin Interest income net of the amount of outgoing interest paid by our Company on our liabilities

NPA Non Performing Asset

Prudential Norms Non-Banking Financial (Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007, as amended

Public Deposit Directions The Non-Banking Financial Companies Acceptance of Public Deposits (Reserve Bank) Directions, 1998, as amended

RMC Risk Management Committee

SME Small and Medium Enterprises

Standard Assets An asset in respect of which no default in repayment of principal or payment of interest is perceived and which does not disclose any problem nor carry more than normal risk attached to the business.

Tier I Capital Owned funds as reduced by investment in shares of other NBFCs and in shares,

x

Term Description

debentures, bonds, outstanding loans and advances including hire purchase and lease finance made to and deposits with subsidiaries and companies in the same group exceeding, in aggregate, 10% of the owned fund

Conventional and General Terms or Abbreviations

Term Description

AGM Annual General Meeting

AS Accounting Standard notified under the Companies (Accounting Standards) Rules, 2006, as amended

Act The Companies Act, 1956, as amended from time to time

BSE BSE Limited

CAGR* Compounded Annual Growth Rate

CDSL Central Depositary Services (India) Limited

CIBIL Credit Information Bureau of India Limited

CIT Commissioner of Income Tax

Client ID Beneficiary account number

DP ID Depository Participant‘s Identity

DRR Debenture Redemption Reserve

EGM Extraordinary General Meeting

EPS Earnings Per Share

FDI Policy FDI in an Indian company is governed by the provisions of the FEMA read with the FEMA Regulations and the Foreign Direct Investment Policy

FEMA Foreign Exchange Management Act, 1999, as amended from time to time

FEMA Regulations Foreign Exchange Management (Transfer or Issue of Security by a Person Resident Outside India) Regulations, 2000, as amended from time to time

FII/FIIs Foreign Institutional Investor(s)

Financial Year / FY/Fiscal Year Financial Year ending March 31

GDP Gross Domestic Product

GoI Government of India

xi

Term Description

HUF Hindu Undivided Family

HY Half Year ending September 30

IFSC Indian Financial System Code

Indian GAAP Generally Accepted Accounting Principles in India

IRDA Insurance Regulatory and Development Authority

IT Act The Income Tax Act, 1961, as amended

KYC Know Your Customer

MCA Ministry of Corporate Affairs, Government of India

MICR Magnetic Ink Character Recognition

NECS National Electronic Clearing Services

NEFT National Electronic Funds Transfer

NRI /Non Resident Indian Non Resident Indian, being a person resident outside India, as defined under FEMA and the FEMA Regulations

NSDL National Securities Depository Limited

NSE National Stock Exchange of India Limited

PAN Permanent Account Number

PAT Profit After Tax

RBI The Reserve Bank of India

RBI Act The Reserve Bank of India Act, 1934 , as amended from time to time

ROC Registrar of Companies N.C.T. of Delhi and Haryana.

RTGS Real Time Gross Settlement

SCRA Securities Contracts (Regulation) Act, 1956, as amended

SCRR The Securities Contracts (Regulation) Rules, 1957, as amended

SEBI The Securities and Exchange Board of India constituted under the Securities and Exchange Board of India Act, 1992

SEBI Act The Securities and Exchange Board of India Act, 1992 as amended

TDS Tax Deducted at Source

xii

Term Description

WDM Wholesale Debt Market

* In this Prospectus all CAGR values have been calculated on the following basis:

xiii

FORWARD LOOKING STATEMENTS

Certain statements contained in this Prospectus that are not statements of historical fact constitute “forward-looking statements.” Investors can generally identify forward-looking statements by terminology such as “aim”, “anticipate”, “believe”, “continue”, “could”, “estimate”, “expect”, “intend”, “may”, “objective”, “plan”, “potential”, “project”, “pursue”, “shall”, “should”, “will”, “would”, or other words or phrases of similar import. All statements regarding our Company’s expected financial condition and results of operations and business plans and prospects are forward-looking statements. These forward-looking statements include statements as to our Company’ business strategy, revenue and profitability, planned projects and other matters discussed in this Prospectus that are not historical facts. These forward-looking statements and any other projections contained in this Prospectus (whether made by our Company or any third party) are predictions and involve known and unknown risks, uncertainties, assumptions and other factors that may cause our Company’s actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements or other projections. All forward-looking statements are subject to risks, uncertainties and assumptions about our Company that could cause actual results to differ materially from those contemplated by the relevant forward-looking statement. Important factors that could cause actual results to differ materially from our Company’s expectations include, among others:

• General economic and business conditions in India and globally;

• Our ability to successfully implement our strategy, our growth and expansion plans and technological changes;

• Our ability to compete effectively and access funds at competitive cost;

• Changes in the value of Rupee and other currency changes;

• Unanticipated turbulence in interest rates, equity prices or other rates or prices; the performance of the financial and capital markets in India and globally;

• Availability of funds and willingness of our lenders to lend;

• Changes in political conditions in India;

• The rate of growth of our loan assets;

• The outcome of any legal or regulatory proceedings we are or may become a party to;

• Changes in Indian and/or foreign laws and regulations, including tax, accounting, banking, securities, insurance and other regulations; changes in competition and the pricing environment in India; and regional or general changes in asset valuations;

• Any changes in connection with policies, statutory provisions, regulations and/or RBI directions in connection with NBFCs, including laws that impact our lending rates and our ability to enforce our collateral;

• Emergence of new competitors;

• Growth of micro, small and medium enterprises in India;

• Performance of the Indian debt and equity markets;

• Any increase in the levels of NPA on our loan portfolio, for any reason whatsoever;

• Occurrence of natural calamities or natural disasters affecting the areas in which our Company has operations; and

xiv

• Other factors discussed in this Prospectus, including under the section titled “Risk Factors” beginning on page 1 of this Prospectus.

All forward-looking statements are subject to risks, uncertainties and assumptions about our Company that could cause actual results and valuations to differ materially from those contemplated by the relevant statement. Additional factors that could cause actual results, performance or achievements to differ materially include, but are not limited to, those discussed under the sections titled “Industry” and “Our Business” on pages 81 and 100 of this Prospectus respectively. The forward-looking statements contained in this Prospectus are based on the beliefs of management, as well as the assumptions made by and information currently available to management. Although our Company believes that the expectations reflected in such forward-looking statements are reasonable at this time, it cannot assure investors that such expectations will prove to be correct or will hold good at all times. Given these uncertainties, investors are cautioned not to place undue reliance on such forward-looking statements. If any of these risks and uncertainties materialise or if any of our Company’s underlying assumptions prove to be incorrect, our Company’s actual results of operations or financial condition could differ materially from that described herein as anticipated, believed, estimated or expected. All subsequent forward-looking statements attributable to our Company are expressly qualified in their entirety by reference to these cautionary statements. Neither our Company, our Directors and Officers nor any of their respective affiliates have any obligation to update or otherwise revise any statements reflecting circumstances arising after the date hereof or to reflect the occurrence of underlying events, even if the underlying assumptions do not come to fruition.

xv

PRESENTATION OF FINANCIAL AND OTHER INFORMATION

General In this Prospectus, unless the context otherwise indicates or implies, references to “you,” “offeree,” “purchaser,” “subscriber,” “recipient,” “investors” and “potential investor” are to the prospective investors in this Offering, references to our “Company”, the “Company” or the “Issuer” are to Religare Finvest Limited. In this Prospectus, references to “Rs.”, “`” and “Rupees” are to the legal currency of India and “US $” is to the legal currency of the United States. All references herein to the “India” are to the Republic of India and its territories and possessions and all references to “U.S.” or the “United States” are to the United States of America and its territories and possessions and the “Government”, the “Central Government” or the “State Government” are to the Government of India, central or state, as applicable. Except where stated otherwise in this Prospectus, all figures have been expressed in ‘Millions’. All references to ‘million/Million/Mn’ refer to one million, which is equivalent to ‘ten lakhs’ or ‘ten lacs’, the word ‘Lakhs/Lacs/Lac’ means ‘one hundred thousand’ and ‘Crore’ means ‘ten million’ and ‘billion/bn./Billions’ means ‘one hundred crores’. Unless otherwise stated, references in this Prospectus to a particular year are to the calendar year ended on December 31 and to a particular “fiscal” or “fiscal year” are to the fiscal year ended on March 31. Unless otherwise stated all figures pertaining to the financial information in connection with our Company are on an unconsolidated basis. Presentation of Financial Information Our Company publishes its audited financial statements in Rupees. Our Company’s audited financial statements are prepared in accordance with Indian GAAP and the Companies Act. Summary Financial Information of our Company and Summary Financial Information of our Subsidiary, are included in this Prospectus. The examination reports on the Summary Financial Information of our Company and the Summary Financial Information of our Subsidiary, as issued by our Company’s Statutory Auditors, Price Waterhouse, Chartered Accountants, and the Subsidiary Auditors, Price Waterhouse & Co., Chartered Accountants, respectively, are included in this Prospectus in the section titled “Financial Information” beginning on page 153 of this Prospectus. Any discrepancies in the tables included herein between the amounts listed and the totals thereof are due to rounding off. Unless stated otherwise, macroeconomic and industry data used throughout this Prospectus has been obtained from publications prepared by providers of industry information, government sources and multilateral institutions. Such publications generally state that the information contained therein has been obtained from sources believed to be reliable but that their accuracy and completeness are not guaranteed and their reliability cannot be assured. Although the Issuer believes that industry data used in this Prospectus is reliable, it has not been independently verified.

1

SECTION II : RISK FACTORS

Prospective investors should carefully consider the risks and uncertainties described below, in addition to the other information contained in this Prospectus before making any investment decision relating to the NCDs. If any of the following risks or other risks that are not currently known or are now deemed immaterial, actually occur, our business, financial condition and result of operation could suffer, the trading price of the NCDs could decline and you may lose your all or part of your interest and / or redemption amounts. Unless otherwise stated in the relevant risk factors set forth below, we are not in a position to specify or quantify the financial or other implications of any of the risks mentioned herein. The ordering of the risk factors is intended to facilitate ease of reading and reference and does not in any manner indicate the importance of one risk factor over another. This Prospectus contains forward looking statements that involve risk and uncertainties. Our Company’s actual results could differ materially from those anticipated in these forward looking statements as a result of several factors, including the considerations described below and elsewhere in this Prospectus.

Investors are advised to read the following risk factors carefully before making an investment in the NCDs offered in this Issue. You must rely on your own examination of our Company and this Issue, including the risks and uncertainties involved.

INTERNAL RISK FACTORS

Risks relating to our Company and its Business

1. Our financial performance is particularly vulnerable to interest rate volatility.

Our results of operations are substantially dependent upon the level of our Net Interest Margins. Interest income from our financing activities is the largest component of our total income, and constituted 81.55% and 89.32% of our total income in Fiscal 2011 and Fiscal 2012, respectively. As of March 31, 2012, our loan book was ` 125,735.98 million. We borrow and lend funds on both fixed and floating rates. Volatility in interest rates can materially and adversely affect our financial performance. In a rising interest rate environment, if the yield on our interest-earning assets does not increase simultaneously with or to the same extent as our cost of funds, or, in a declining interest rate environment, if our cost of funds does not decline simultaneously or to the same extent as the yield on our interest-earning assets, our net interest income and net interest margin would be adversely impacted.

Accordingly, our operations are susceptible to fluctuations in interest rates. Interest rates are highly sensitive and fluctuations thereof are dependent upon many factors which are beyond our control, including the monetary policies of the RBI, de-regulation of the financial services sector in India, domestic and international economic and political conditions, inflation and other factors. Rise in inflation, and consequent changes in Bank rates, Repo rates and Reverse Repo rates by the RBI has led to an increase in interest rates on loans provided by banks and financial institutions, and market interest rates in India have been volatile in recent periods.

2. Our business requires substantial capital, and any disruption in funding sources would have a material

adverse effect on our liquidity and financial condition.

As an NBFC, our liquidity and ongoing profitability are, in large part, dependent upon our timely access to, and the costs associated with, raising capital. Our funding requirements historically have been met from a combination of loans from banks and financial institutions, issuance of redeemable non-convertible debentures, the issue of subordinated bonds, preference shares and commercial paper Thus, our business depends and will continue to depend on our ability to access diversified funding sources. Our ability to raise funds on acceptable terms and at competitive rates continues to depend on various factors including our credit ratings, the regulatory environment and policy initiatives in India, developments in the international markets affecting the Indian economy, investors' and/or lenders' perception of demand for debt and equity securities of NBFCs, and our current and future results of operations and financial condition.

Further another source of funding is repayment of loans by our customers. Any delays in repayment of loans by our customers in a timely manner or at all could impact our funding plans.

2

Changes in economic and financial conditions or continuing lack of liquidity in the market could make it difficult for us to access funds at competitive rates. As an NBFC, we also face certain restrictions on our ability to raise money from international markets which may further constrain our ability to raise funds at attractive rates.

Such conditions may lead to a disruption in our primary funding sources at competitive costs and would have a material adverse effect on our liquidity and financial condition.

3. High levels of customer defaults could adversely affect our business, financial condition and results of

operations.

Our business involves lending money and accordingly we are subject to customer default risks including default or delay in repayment of principal and/or interest on our loans. Customers may default on their obligations to us as a result of various factors including bankruptcy, lack of liquidity, lack of business and operational failure. If borrowers fail to repay loans in a timely manner or at all, our financial condition and results of operations will be adversely impacted.

In addition, our customer portfolio consists of small and medium enterprises and other factions of the under-banked community who do not typically have easy access to financing from commercial banks or other organized lenders and often have limited credit history. Such borrowers generally are less financially resilient than larger corporate borrowers, and, as a result, they can be more adversely affected by declining economic conditions. In addition, we may not receive updated information regarding any change in the financial condition of our customers or may receive inaccurate or incomplete information as a result of any fraudulent misrepresentation on the part of our customers. Furthermore, unlike several developed economies, a nationwide credit bureau has only recently become operational in India, so there is less financial information available about the creditworthiness of our customers. It is therefore difficult to carry out precise credit risk analyses on our clients.

Our Company has in the past faced various instances of customers having defaulted and/or failed to repay dues in connection with loans and/or finance provided by our Company and has also initiated various legal proceedings in connection therewith. Further our Company also in certain cases restructured the terms and conditions of loans and/or finance provided by us, subject to applicable statutory and/or regulatory requirements.

Customer defaults could also adversely affect our levels of NPAs and provisioning of the same, which could in turn adversely affect our operations, cash flows and profitability. Our Gross NPAs have increased from ` 86.21 million as at March 31, 2011 to ` 1,067.44 million as at March 31, 2012 and our Net NPAs have increased from ` 17.71 million to as at March 31, 2011 to ` 645.60 million as at March 31, 2012.

Although we believe that our risk management controls are sufficient, we cannot be certain that they will continue to be sufficient or that additional risk management policies for individual borrowers will not be required. Failure to continuously monitor the loan contracts, could adversely affect our credit portfolio which could have a material and adverse effect on our results of operations and financial condition.

4. Our Company, our Subsidiary, our Promoter and Directors are party to certain legal proceedings, which

could harm our reputation and adversely affect our business.

Our Company, our Subsidiary, our Promoter and Directors are a party to certain legal proceedings. A summary of these legal proceedings is set out in the following table:

S.

N

o.

Type of

Proceeding

Compan

y

Aggregat

e Amount

Involved

(In `̀̀̀

million)

Directo

rs

Aggregat

e Amount

Involved

(In `̀̀̀

million)

Promoter Aggregat

e Amount

Involved

(In `̀̀̀

million)

Subsid

iary

Aggregat

e Amount

Involved

(In `̀̀̀

million)

Pending Proceedings Initiated Against the Aforementioned Persons/Entities

1. Criminal Proceedings

3 363.27 6 17.03 1 - - -

2. Civil and other 97 2.82 - - - - 12 2.15

3

S.

N

o.

Type of

Proceeding

Compan

y

Aggregat

e Amount

Involved

(In `̀̀̀

million)

Directo

rs

Aggregat

e Amount

Involved

(In `̀̀̀

million)

Promoter Aggregat

e Amount

Involved

(In `̀̀̀

million)

Subsid

iary

Aggregat

e Amount

Involved

(In `̀̀̀

million)

Miscellaneous Proceedings

3. Tax Proceedings 7 134.66 6 26.47 6 13.43

4. Regulatory Proceedings

6 - - - 1 - - -

S.

N

o.

Type of

Proceeding

Compan

y

Aggregat

e Amount

Involved

(In `̀̀̀

million)

Directo

rs

Aggregat

e Amount

Involved

(In `̀̀̀

million)

Promoter Aggregat

e Amount

Involved

(In `̀̀̀

million)

Subsid

iary

Aggregat

e Amount

Involved

(In `̀̀̀

million)

Pending Proceedings Initiated by the Aforementioned Persons/Entities

1. Criminal Proceedings

3200 4429.11 - - - - 72 187.17

2. Civil Proceedings

1696 3805.78 - - -- - 91 117.27

3. Tax Proceedings - - - - - - - -

4. Regulatory Proceedings

- - - - - - - -

Any adverse outcome from these proceedings may have an adverse effect on the growth and profitability of our Company.

5. If we are unable to manage the level of NPAs in our Loan Assets, our financial position and results of

operations may suffer.

Our Gross NPAs have increased from ` 86.21 million as at March 31, 2011 to ` 1,067.44 million as at March 31, 2012 and our Net NPAs have increased from ` 17.71 million to as at March 31, 2011 to ` 645.60 million as at March 31, 2012. Our Gross NPAs as a percentage of total Loan Assets were 0.10 % and 0.85 % as of March 31, 2011 and March 31, 2012 respectively, while our Net NPAs as a percentage of Net Loan Assets were 0.02 % and 0.52 % as of March 31, 2011 and March 31, 2012, respectively. The aforementioned increase in our gross NPA and net NPA is inter alia on account of the change in the policy in connection with the recognition of NPAs. We cannot be sure that we will be able to improve our collections and recoveries in relation to our NPAs or otherwise adequately control our level of NPAs in future. Moreover, as our loan portfolio matures, we may experience greater defaults in principal and/or interest repayments. Thus, if we are not able to control or reduce our level of NPAs, the overall quality of our loan portfolio may deteriorate and our results of operations may be adversely affected. Furthermore, our current provisions may not be adequate when compared to the loan portfolios of other financial institutions, currently as at March 31, 2012 our total provisioning for NPAs is ` 421.84 million (please refer to Note No. 11.1 of Annxure IV of the section titled “Financial Information” beginning on page 153 of this Prospectus). Moreover, there also can be no assurance that there will be no further deterioration in our provisioning coverage as a percentage of Gross NPAs or otherwise, or that the percentage of NPAs that we will be able to recover will be similar to our past experience of recoveries of NPAs. In the event of any further deterioration in our NPA portfolio, there could be an even greater, adverse impact on our results of operations.

6. A decline in our capital adequacy ratio could restrict our future business growth.

As per RBI Notification as amended up to July 2, 2012– “Non-Banking Financial (Non - Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007” dated July 1, 2011, our Company is required to maintain a minimum capital ratio, consisting of Tier I and Tier II capital, which shall not be less than 15% of its aggregate risk weighted assets on balance sheet and risk adjusted value of off-balance sheet items w.e.f. March 31, 2011. Our capital adequacy ratio computed on the basis of applicable RBI requirements was 19.65% as of March 31, 2012, with Tier I capital comprising 14.60% and Tier II capital

4

comprising the balance 5.05%. If we continue to grow our loan portfolio and asset base, we will be required to raise additional Tier I and Tier II capital in order to continue to meet applicable capital adequacy ratios with respect to our business. There can be no assurance that we will be able to raise adequate additional capital in the future on terms favourable to us or at all, and this may adversely affect the growth of our business.

7. We face asset-liability mismatches which could affect our liquidity and consequently may adversely affect

our operations and profitability.

We face potential liquidity risks due to varying periods over which our assets and liabilities mature. As is typical for NBFCs, a portion of our funding requirements is met through short-term funding sources such as bank loans, working capital demand loans, cash credit, short term loans and commercial papers. However, each of our products differs in terms of the average tenor, average yield, average interest rates and average size of loan. The average tenor of our products may not match with the average tenor of our liabilities. Further, mismatches between our assets and liabilities are compounded in case of pre-payments of the financing facilities we grant to our customers.

As on March 31, 2012 the maturity pattern for certain assets and liabilities (at book value) of our Company was as follows:

(In `̀̀̀ million)

Particulars 1 day to 30/31

days

Over 1

Month to

2 Month

Over 2

Month to

3 Month

over 3

months

to 6

months

over 6

months to

one year

over 1

year to

3years

over 3

years to

five years

over 5

years

Total

Liabilities

Borrowing from Banks

11,788.29 611.36 4,477.54 11,887.41 9,018.55 29,435.66 8,795.76 1,300.00 77,314.57

Market Borrowings ^

2,957.85 3,503.60 22,212.47 2,920.43 1,364.27 5,957.62 4,443.43 2,178.00 45,537.67

Assets

Advances (Loan Book)(Gross)

5,513.66 4,125.79 8,285.51 18,313.92 27,629.28 31,175.51 12,465.87 18,226.44 125,735.98

Investments (net of provisions)

- -

-

109.71 1,200.00 -

-

1,912.84 3,222.55

^ Secured Compulsorily Convertible Debentures ("CCDs") aggregating to `1,500 million has not been considered as part of Market borrowings, these debentures are due for conversion on May 30' 2016.

As on March 31, 2012, there was a negative mismatch primarily in the 1 day to 3 months bucket on account of higher amount of maturing liabilities than maturing assets. The gap is largely on account of maturing short term liabilities in the form of short term bank loans and commercial papers. We typically fund such gaps by issuing fresh commercial paper to investors, through draw down of sanctioned bank lines, availing fresh loans and private placement of NCDs. Consequently, our inability to obtain additional credit facilities or renew our existing credit facilities, in a timely and cost-effective manner or at all, may lead to mismatches between our assets and liabilities, which may result in default on our loans and would in turn adversely affect our operations and financial performance.

8. We may not be able to recover, on a timely basis or at all, the full value of collateral or amounts which are

sufficient to cover the outstanding amounts due under defaulted loans.

Out of our Company’s total gross loan portfolio (including corporate lending) of ` 125,735.98 million as at March 31, 2012, 86 % of the aggregate gross value of our loan book of ` 108,367.54 million is secured by collaterals and ` 17,368.44 million representing 14% of the aggregate gross value of our loan book is unsecured loans. The value of collaterals is dependant on various factors inter-alia including (i) prevailing market conditions, (ii) the general economic and political conditions in India, (iii) growth of the real estate markets in India and the areas in which we operate, and (iv) any change in statutory and/or regulatory requirements in connection with the real estate or the housing finance sectors.

5

Delays in bankruptcy and foreclosure proceedings, any defect in the title in connection with the collateral and the necessity of obtaining regulatory approvals for the enforcement of such collaterals may affect the valuation of the collateral and consequently our Company may not be able to recover the full value of the collateral for the loans provided by us, in a timely manner or at all. Further, legal proceedings often have to be intiated by our Company in this regard, the money and time spend in this regard would adversely effect our cash flow.

The value of the security provided to us, may be subject to reduction in value on account of other extraneous reasons. Consequently, the realizable value of the security for the loans provided by us, when liquidated, may be lower than principal amount outstanding along with interest and other costs recoverable from such customers.

Our loans against securities involve offering loans secured by a pledge of securities held by our customers. As on March 31, 2012, our total loan book was represented by ` 16,054.38 million loans against securities. Although we believe that we generally maintain a sufficient margin in the collateral value, if we have to enforce such pledges and if at the time of such enforcement, due to adverse market conditions, the market value of the pledged securities have fallen to a level where we are unable to recover the monies lent by us, along with interest accrued thereon and associated costs, the results of our operations would be adversely affected. In case of any shortfall in margins in connection with the securities pledged as collaterals, we typically call upon the relevant customer to provide further collateral to make up for the deficit in such margins. In case we are unable to recover the full margin of the collaterals in certain cases we also sell the securities pledged as collaterals. Additionally, for a few of our customer loans, the security so offered by the customer may not be enforceable.

Any default in repayment of the outstanding credit obligations by our customers may expose us to losses. A failure or delay to recover the expected value from sale of collateral security could expose us to a potential loss. Any such losses could adversely affect our financial condition and results of operations. Furthermore, enforcing our legal rights by litigating against defaulting customers is generally a slow and potentially expensive process in India. Accordingly, it may be difficult for us to recover amounts owed by defaulting customers in a timely manner or at all.

9. Our significant indebtedness and the conditions and restrictions imposed by our financing arrangements

could restrict our ability to conduct our business and operations in the manner we desire.

As of March 31, 2012, we had outstanding secured loans of ` 92,329.09 million (includes long term borrowings, short term borrowings and debentures, term loans from banks and interest accrued and due on secured loans included in Other Current Liabilities) and unsecured loans of ` 32,023.14 million (includes long term borrowings, short term borrowings and debentures and interest accrued and due on unsecured loans included in other current liabilities) and we will continue to incur additional indebtedness in the future. Most of our borrowings are secured by our Standard Business Receivables. Our significant indebtedness could have several important consequences, including but not limited to the following:

• a portion of our cash flow may be used towards repayment of our existing debt, which will reduce the availability of our cash flow to fund working capital, capital expenditures, acquisitions and other general corporate requirements;

• our ability to obtain additional financing in the future at reasonable terms may be restricted or our cost of borrowings may increase due to sudden adverse market conditions, including decreased availability of credit or fluctuations in interest rates;

• fluctuations in market interest rates may affect the cost of our borrowings as some of our indebtedness are at variable interest rates;

• there could be a material adverse effect on our business, financial condition and results of operations if we are unable to service our indebtedness or otherwise comply with financial and other covenants specified in the financing agreements; and

• we may be more vulnerable to economic downturns, may be limited in our ability to withstand competitive pressures and may have reduced flexibility in responding to changing business, regulatory and economic conditions;

6

Some of our financing agreements also include various conditions and covenants that require us to obtain lender consents prior to carrying out certain activities and entering into certain transactions. Failure to meet these conditions or obtain these consents could have significant consequences on our business and operations. Specifically, under some of our financing agreements, we require, and may be unable to obtain, consents from the relevant lenders for, among others, the following matters: entering into any scheme of merger; spinning-off of a business division; selling or transferring all or a substantial portion of our assets; making any change in ownership or control or constitution of our Company; making amendments in our Memorandum and Articles of Association impacting the lenders/debentures holder’s rights; creating any further security interest on the assets upon which the existing lenders have a prior charge; and raising funds by way of any fresh debt capital issue. Certain of our financing agreements also contain certain financial covenants including the requirement to maintain, among others, specified debt-to-equity ratios, debt-to-net worth ratios, or Tier I to Tier II capital ratios that may be higher than statutory or regulatory requirements. These covenants vary depending on the requirements of the financial institution extending the loan and the conditions negotiated under each financing document. Such covenants may restrict or delay certain actions or initiatives that we may propose to take from time to time. Further, our lenders may recall certain short-term demand loans availed of by us at any time. As on March 31, 2012

(In `̀̀̀ million) Loan repayable on demand from banks (Secured) 20,479.38

Loan repayable on demand from banks (Unsecured) 1,200.00

A failure to observe the covenants under our financing arrangements or to obtain necessary consents required thereunder may lead to the termination of our credit facilities, acceleration of all amounts due under such facilities and the enforcement of any security provided. Further, in the event of any default under some of our loan obligations, the relevant lender or security trustee has a right to appoint a director on our Board. Any acceleration of amounts due under such facilities may also trigger cross default provisions under our other financing agreements. If the obligations under any of our financing documents are accelerated, we may have to dedicate a substantial portion of our cash flow from operations to make payments under such financing documents, thereby reducing the availability of cash for our working capital requirements and other general corporate purposes. Further, during any period in which we are in default, we may be unable to raise, or face difficulties raising, further financing. Any of these circumstances could adversely affect our business, credit rating and financial condition and results of operations. Moreover, any such action initiated by our lenders could result in the price of our NCDs being adversely affected. For details relating to our borrowings please see the section titled “Disclosure on Financial Indebtedness” beginning on page 154 of this Prospectus.

10. We have experienced negative operating cash flows in Fiscal 2012, 2011 and 2010. Any significant or

sustained negative operating cash flows in the future could adversely affect our financial condition.

The details of our cash flows from operating activities on a standalone basis for Fiscal 2012, Fiscal 2011 and Fiscal 2010 are as follows:

(In `̀̀̀ million)

Particulars For the Year

ended March

31, 2012

For the Year

ended March

31, 2011

For the Year

ended March

31, 2010

Cash Flows From Operating Activities (on a

Standalone Basis)

(18,598.26) (36,569.30) (29,572.91)

We have experienced a cash out flow from operating activities of ` 18,598.26 million on a standalone basis in Fiscal 2012.

Any cash outflows from operating activities in the future could adversely affect our financial condition.In the event that the proposed Issue is not completed or is delayed and we are unable to make other alternative arrangements to raise funds to meet our requirements, it could have an adverse effect on our business, financial condition and results of operations.

11. As on March 31, 2012, the principal amount outstanding to our top 20 borrowers on an unconsolidated

basis aggregated to ` ` ` ` 26629.86 million while our total Loan Assets amounted to `̀̀̀ 125735.98 million. Any

deterioration in the asset quality of any of these exposures will affect our income from operations and

thereby our profitability.

7

As on March 31, 2012, the amount outstanding to our top 20 borrowers on an unconsolidated basis, as reported in monthly return of the Company submitted to RBI for March 31, 2012, aggregated to ` 26,629.86 million while our total Loan Assets amounted to `125,735.98 million. Any deterioration in the asset quality of any of these exposures will affect our income from operations and thereby our profitability. For instance, we had sanctioned and disbursed a loan to Deccan Chronicle Holdings Limited (“DCHL”), one of our top 20 borrowers as on June 30, 2012. As of June 30, 2012, the total amount due from DCHL was ` 1,019.00 million. There have recently been reports in the media regarding DCHL. While the loan granted by us to DCHL is collateralized by a collateral package comprising of certain assets of DCHL and its promoters including immovable property of DCHL and its promoter /promoter group, pledge of DCHL’s promoter‘s shareholding in DCHL and personal guarantee of the promoters, the interest on the said loan is overdue. We cannot assure you that we will not experience future delays in servicing of the loan or that we will be able to recover the interest and the principal amount of the loan. Any such delay or default will require us to classify such loan as an NPA resulting in a significant increase in our Gross NPA and Net NPA. Further, the value of the security collateral provided may decline and hence we may be unable to recover the full value of the loan made by us by invoking the collateral package in a timely manner or at all. In case we are unable to recover the loan disbursed or any part thereof, and the collateral is also not sufficient to recover our loan, our financial condition may be adversely affected.

12. All of our properties barring a tract of land used by our Company are occupied by our Company on lease

and/or as shared office space. Any termination of the lease(s) or the other relevant agreements in

connection with such properties or our failure to renew the same in a favourable, timely manner, or at all,

could adversely affect our activities.

Currently, none of the properties used by our Company for the purposes of our business activities, including the premises where the registered office of our Company is located, is owned by us. Termination of the lease or other relevant agreements in connection with such properties which are not owned by us or our failure to renew the same, on favourable conditions, in a timely manner, or at all, could require us to vacate such premises at short notice, could adversely affect our operations, financial condition and profitability.

13. We are subject to supervision and regulation by the RBI as a non-deposit-taking systemically important

NBFC, and changes in RBI’s regulations governing us could adversely affect our business.

We are subject to the RBI’s guidelines on financial regulation of NBFCs, including capital adequacy, exposure and other prudential norms. The RBI also regulates the credit flow by banks to NBFCs and provides guidelines to commercial banks with respect to their investment and credit exposure norms for lending to NBFCs. The RBI’s regulations of NBFCs could change in the future which may require us to restructure our activities, incur additional costs or could otherwise adversely affect our business and our financial performance. The laws and regulations governing the non-banking financial services industry in India have become increasingly complex and cover a wide variety of issues such as interest rates, liquidity, securitization, investments, ethical issues, money laundering and privacy. In some cases, there are overlapping regulations and enforcement authorities. Moreover, these laws and regulations can be amended, supplemented or changed at any time such that we may be required to restructure our activities and incur additional expenses to comply with such laws and regulations, which could materially and adversely affect our business and our financial performance. Compliance with many of the regulations applicable to our operations in India, including any restrictions on investments, lending and other activities currently being carried out by our Company, involves a number of risks, particularly in areas where applicable regulations may be subject to varying interpretations. If the interpretation of the regulators and authorities varies from our interpretation, we may be subject to penalties and our business could be adversely affected. We are also subject to changes in Indian laws, regulations and accounting principles and practices. There can be no assurance that the laws governing the Indian financial services sector will not change in the future or that such changes or the interpretation or enforcement of existing and future laws and rules by governmental and regulatory authorities will not adversely affect our business and future financial performance.

8

14. SEBI in the past has imposed a penalty on our Company. Any such penal actions initiated, threatened

and/or taken by SEBI and/or any other statutory and/or regulatory authorities against our Company could

adversely affect our reputation, operations and profitability.

Vide an order dated March 17, 2011, the adjudication officer appointed by SEBI has levied a penalty of ` 0.10 million on our Company for alleged violations of SEBI (Substantial Acquisition of Shares and Takeover) Regulations, 1997 and SEBI (Prohibition of Insider Trading) Regulations, 1992. SEBI has also in the past sought detailed reasons and documents in respect of certain off-market trades involving our Company which has been duly responded to by us. For further details please refer to the section titled “Pending Proceedings and Statutory Defaults” beginning on page 209 of this Prospectus. Any such penal actions initiated, threatened and/or taken by SEBI and/or any other statutory and/or regulatory authorities against our Company could adversely affect our reputation, operations and profitability.

15. A significant portion of our disbursements comprise loans against property, commercial asset funding

(which includes commercial vehicle loans and equipment finance), and small and medium enterprises

working capital loans. Any adverse developments in these sectors would adversely affect our results of

operations.

A significant portion of our disbursements comprise loans against property, loans against commercial assets (which includes commercial vehicle loans and equipment finance), corporate automobile leasing and working capital loans.

Our loans against property business is the largest component of our loan book. As at March 31, 2012, our total book size was ` 58,709.84 million, which comprised 47 % of our total loan book. In case of significant decline in property prices, or defect in terms of title of the property, we may not be able to recover our principal and interest in case of default

The demand for commercial vehicles and growth in equipment financing for various industries depends on a

number of factors including macroeconomic conditions in India. As at March 31, 2012, our total book size for commercial asset finance was ` 12,102.46 million, which comprised 10 % of our total loan book.

Performance of small and medium enterprises also depends on various factors such as economic conditions, government policies and regulations, availability of credit and the performance of other industries on which such small and medium enterprises are dependent upon, which in turn affects the performance of our loan book comprising of working capital loans disbursed to small and medium enterprises. As at March 31, 2012, our total book size for this product was ` 10,854.51 million, which comprised 8 % of our total loan book. As per Company’s March monthly filing with the RBI, total capital market exposure is ` 24, 645.64 million which is 20% of total loan book. Any downturn in market condition could have an impact on the Company’s financials. To elucidate, any deterioration in the commercial vehicle sector or housing and property market and in the demand for equipment financing may result in retarding the growth of our loan book, which in turn could result in a material adverse effect on our business, financial condition and results of operations.

16. Our loan book comprises of unsecured loans forming a part of our SME working capital loans and

corporate lending portfolios. Our inability to recover the amounts due from customers in connection with

such loans in a timely manner or at all and/or to comply with applicable statutory/regulatory requirements

in connection with such loans could adversely affect our operations and profitability.

Our loan book comprises of unsecured loans forming a part of our SME working capital loans and corporate lending portfolios. Since such loans are unsecured, in case of customer defaults in connection with such loans, our ability to realise the amounts due to us for such loans would be restricted to initiating legal proceedings for recovery, as we will not have the benefit of enforcing any security interest related to such loans. There can be no guarantee as to the time that would be taken for the final disposal of such legal proceedings and/or our ability to obtain favourable decisions in connection therewith.

9

As of March 31, 2012, our corporate lending book was ` 18,537.96 million constituting 15 % of our total loan book. Further, our corporate lending products generally do not have any definite end-use restrictions and our customer may utilise such loans for various purposes, which are often incapable of being monitored on a regular basis or at all.

17. Our growth in profitability is dependant on the continued growth of our loan portfolio. Our inability to

resourcefully manage our loan portfolio could affect our operations and profitability.

Changes in market interest rates could affect the interest rates charged on our interest-earning assets differently from the interest rates paid on our interest-bearing liabilities and also affect the value of our investments. This difference could result in an increase in interest expense relative to interest income, leading to a reduction in our net interest income and net interest margin. In addition, a rise in interest rates could negatively affect demand for our loans and other products. Our loan book has increased at a CAGR of 69% from ` 15,385.99 million as at March 31, 2008 to ` 125,735.98 million as at March 31, 2012. If we are unable to continue to maintain or grow our loan portfolio, in particular, during periods of sustained interest rate declines, our growth in profitability may be adversely affected.

18. We have entered into certain related party transactions and may continue to do so in the future.

We have entered into transactions with related parties, within the meaning of AS 18 as notified by the Companies (Accounting Standards) Rules, 2006. For further information on our related party transactions please see the section titled “Financial Information” beginning on page 153 of this Prospectus. Such transactions may give rise to current or potential conflicts of interest with respect to dealings between us and such related parties. Additionally, there can be no assurance that any dispute that may arise between us and related parties will be resolved in our favor. For the Fiscal 2012, such related party transactions inter-alia included inter-corporate deposits aggregating to ` 59,481.31 million given by our Company, interest received on inter corporate deposits aggregating to ` 1,186.28 million and broking transactions with Religare Securities Limited amounting to ` 3,611,921.91 million. .

19. Our customer base significantly comprises individuals and/or small and medium enterprise segment

borrowers, who generally are more likely to be affected by declining economic conditions than larger

corporate borrowers.

Individuals belonging to the salaried class and small and medium enterprise segment borrowers generally are less financially resilient than larger corporate borrowers, and, as a result, they can be more adversely affected by declining economic conditions. In addition, a significant majority of our customer base belongs to the small and medium enterprises sector. Furthermore, unlike several developed economies, a nationwide credit bureau has only recently become operational in India, so there is less financial information available about individuals and/or small and medium enterprises, particularly our focus customer segment from the low to medium income group who typically have limited access to other financing sources. It is therefore difficult to carry out precise credit risk analyses on our customers. Although we believe that our risk management controls are sufficient, we cannot be certain that they will continue to be sufficient or that additional risk management policies for individual and/or small and medium enterprise borrowers will not be required. Failure to maintain sufficient credit assessment policies, particularly for small and medium enterprise borrowers, could adversely affect our credit portfolio which could have a material and adverse effect on our results of operations and financial condition.

20. We face increasing competition in our business which may result in declining margins if we are unable to

compete effectively.

We face competition in all our lines of business. Our primary competitors are other NBFCs, public sector banks, private sector banks, co-operative banks and foreign banks and the unorganized financiers who principally operate in the local markets. Over the past few years, the retail financing area has seen the entry of banks, both domestic as well as foreign. Banks have access to low cost funds which enables them to enjoy higher margins and / or offer finance at lower rates. NBFCs do not have access to large quantities of low cost deposits, a factor which can render them less competitive. In addition, interest rate deregulation and other

10

liberalization measures affecting the retail and small and medium enterprises finance sector, together with increased demand for capital by individuals as well as small and medium enterprises, have resulted in an increase in competition. All of these factors have resulted in us facing increased competition from other lenders in each of our lines of businesses, including commercial banks and other NBFCs. Our ability to compete effectively will depend, to some extent, on our ability to raise low-cost funding in the future. Furthermore, as a result of increased competition in the finance sector, finance products are becoming increasingly standardized and variable interest rate and payment terms and lower processing fees are becoming increasingly common in the finance sector in India. There can be no assurance that we will be able to react effectively to these or other market developments or compete effectively with new and existing players in the increasingly competitive finance industry. Increasing competition may have an adverse effect on our net interest margin, and, if we are unable to compete successfully, our market share may decline. If we are unable to compete effectively with other participants in the finance sector, our business, future financial performance and the trading price of the NCDs may be adversely affected.

21. We are exposed to operational risks, including employee negligence, petty theft, burglary and

embezzlement and fraud by employees, agents, customers or third parties, which could harm our results of

operations and financial position.

We also do cash collections to recover our dues. Such cash transactions expose us to the risk of theft, burglary and misappropriation or unauthorized transactions by our employees and fraud by employees, agents, customers or third parties. Our insurance policies, security systems and measures undertaken to detect and prevent these risks may not be sufficient to prevent or deter such activities in all cases, which may adversely affect our operations and profitability. Further, we may be subject to regulatory or other proceedings in connection with any unauthorized transaction, fraud or misappropriation by our representatives and employees, which could adversely affect our goodwill. Further the collaterals provided to us for the loans may not be adequately insured, which may expose us to loss of value for such collateral and consequently we may not be able to recover the full value of the collateral. Any loss of value to the collateral may have a material adverse effect on our profitability and business operations.

22. We may not be able to successfully sustain our growth strategy.

We have demonstrated consistent growth in our business and in our profitability. Our loan book has grown by a compounded annual growth rate, or CAGR, of 69 % from ` 15,385.99 million as of March 31, 2008 to ` 125,735.98 million as of March 31, 2012. Our capital adequacy ratio as of March 31, 2012 computed on the basis of applicable RBI requirements was 19.65 %, compared to the RBI stipulated minimum requirement of 15.00%. Our Tier I capital as of March 31, 2012 was ` 20,137.92 million. Our Gross NPAs as a percentage of total Loan Assets were 0.85 % as of March 31, 2012. Our Net NPAs as a percentage of total Loan Assets was 0.51 % as of March 31, 2012. Our total income increased from ` 2,593.61 million in fiscal 2008 to ` 18,587.16 million in fiscal 2012 at a CAGR of 64 %. Our net profit after tax increased from ` 357.01 million in fiscal 2008 to ` 1,378.23 million in fiscal 2012, at a CAGR of 40 %. Our growth strategy includes growing our loan book and expanding our customer base. There can be no assurance that we will be able to sustain our growth strategy successfully or that we will be able to expand further or diversify our product portfolio. If we grow our loan book too rapidly or fail to make proper assessments of credit risks associated with new borrowers, a higher percentage of our loans may become non-performing, which would have a negative impact on the quality of our assets and our financial condition. We also face a number of operational risks in executing our growth strategy. We have experienced growth in each of our lines of business particularly in connection with loans to the small and medium enterprises segment and loans against securities businesses, our branch network has expanded significantly, we are entering into new, smaller towns and cities within India as part of our growth strategy and gradually introducing all our products in each of our branches.

11

Our rapid growth exposes us to a wide range of increased risks, including business risks, such as the possibility that a number of our impaired loans may grow faster than anticipated, as well as operational risks, fraud risks and regulatory and legal risks. Moreover, our ability to sustain our rate of growth depends significantly upon our ability to manage key issues such as selecting and retaining key operations personnel, maintaining effective risk management policies, continuing to offer products which are relevant to our target base of clients, developing managerial experience to address emerging challenges and ensuring a high standard of client service. We will need to recruit new employees, who will have to be trained and integrated into our operations. We will also have to train existing employees to adhere properly to internal controls and risk management procedures. Failure to train our employees properly may result in an increase in employee attrition rates, require additional hiring, erode the quality of customer service, divert management resources, increase our exposure to high-risk credit and impose significant costs on us.

23. We have limited operating experience in the housing finance business and accordingly, we may not be able

to successfully implement our growth strategy in connection with the housing finance business.

For the purpose of consolidation of our lending portfolios, our Company acquired 34,998,250 equity shares of ` 10 each of RHDFCL, representing 87.50% of the paid-up equity share capital of RHDFCL on December 3, 2010, for an amount aggregating to ` 973.34 million from our Promoter. Accordingly with effect from December 3, 2010, RHDFCL has become a subsidiary of our Company. We cannot assure that our foray into the housing finance business would yield favorable or expected results as our overall profitability and success will be subject to various factors including, among others, our ability to effectively recruit, retain and motivate appropriate managerial talent, our inexperience in the housing finance sector and ability to compete with banks, housing finance companies and other financial institutions that are already well established in this market segment as well as our ability to effectively absorb additional infrastructure costs. Further, if RHDFCL is unable to procure sufficient capital for the purposes of its operations in a timely manner or at all, our Company may be required to infuse capital through debt and/or equity investments in RHDFCL from time to time, which may require us to divert our funds which otherwise would have been utilized for our financing activities. Such investments in RHDFCL may adversely affect our results of operations and financial condition.

24. We may experience difficulties in expanding our business into new regions and markets in India and

introducing our complete range of products in each of our branches.

As part of our growth strategy, we continue to evaluate attractive growth opportunities to expand our business into new regions and markets in India. Factors such as competition, culture, regulatory regimes, business practices and customs and customer requirements in these new markets may differ from those in our current markets and our experience in our current markets may not be applicable to these new markets. In addition, as we enter new markets and geographical regions, we are likely to compete with other banks and financial institutions that already have a presence in those geographies and markets and are therefore more familiar with local regulations, business practices and customs and have stronger relationships with customers. Our business may be exposed to various additional challenges including obtaining necessary governmental approvals, identifying and collaborating with local business and partners with whom we may have no previous working relationship; successfully gauging market conditions in local markets with which we have no previous familiarity; attracting potential customers in a market in which we do not have significant experience or visibility; being susceptible to local taxation in additional geographical areas of India and adapting our marketing strategy and operations to different regions of India in which different languages are spoken. Our inability to expand our current operations may adversely affect our business prospects, financial conditions and results of operations.

25. Any downgrade of our credit ratings would increase borrowing costs and constrain our access to capital

and lending markets and, as a result, would negatively affect our net interest margin and our business.

12

In relation to our long-term debt instruments, we currently have ratings of ‘CARE AA-’ for an amount upto ` 15,000 million from Credit Analysis and Research Limited (“CARE”) and ‘[ICRA] AA-(negative)’ for an amount upto ` 34,000 million from ICRA Limited, (“ICRA”). In relation to our bank loan funding, our long term bank loan rating has been rated as ‘[ICRA] AA-(negative)’ for an amount upto ` 114,000 million and our short term bank loan rating has been rated as ‘[ICRA] A1+’ for an amount upto ` 6,000 million by ICRA. In relation to our short-term debt instruments, we have also received ratings of ‘[ICRA] A1+’ for an amount upto ` 40,000 million by ICRA. Our Tier II Subordinate Debt Instrument has been rated as ‘Fitch AA- (ind) / Outlook: Negative’ for an amount upto ` 4,500 million by FITCH and ‘[ICRA] AA-(negative)’ for an amount upto ` 4,500 million by ICRA. Our Non-Convertible Cumulative Redeemable Preference Share Instrument has been rated as ‘[ICRA] A+(negative)’ for an amount upto ` 1,250 million by ICRA. Our Nifty linked debentures programme has been rated as ‘pp-MLD[ICRA]AA-(negative)’ for an amount upto ` 1,000 million by ICRA. The NCDs proposed to be issued under this Issue have been rated ‘[ICRA] AA-(negative)’ by ICRA for an amount of upto ` 5,000 million vide its letter dated August 24, 2012, and ‘CARE AA-’ by CARE for an amount of upto ` 5,000 million vide its letter dated August 16, 2012. The rating of the NCDs by ICRA indicates high degree of safety regarding timely servicing of financial obligations and carrying very low credit risk. The rating of the NCDs by CARE indicates high degree of safety regarding timely servicing of financial obligations and carrying very low credit risk. The ratings provided by ICRA and/or CARE may be suspended, withdrawn or revised at any time by the assigning rating agency and should be evaluated independently of any other rating. The long term ratings provided by ICRA have been recently revised from ‘stable’ outlook earlier to ‘negative’ outlook, which in the rating outlook reflects deterioration in overall operating environment and increase in delinquencies in various asset classes for our Company. Any further downgrade of our credit ratings would increase borrowing costs and constrain our access to capital and debt markets and, as a result, would negatively affect our net interest margin and our business. In addition, downgrades of our credit ratings could increase the possibility of additional terms and conditions being added to any additional financing or refinancing arrangements in the future. Any such adverse development could adversely affect our business, financial condition and results of operations.

26. The small and medium scale enterprises to which we provide loans may not perform and we may not be

able to control the non-performance of such companies.

We provide loans to select growing small and medium enterprises against the assets owned and profits made by such companies. We do not manage, operate or control such companies and have no control over their functions or operations. These investments will be subject to the risk that such companies may make business, financial or management decisions with which we do not agree, or that the majority shareholders or the management of such companies may take business, financial or management decisions that may be adverse to, or otherwise act in a manner that does not serve, our interest. The repayment of the loans extended to such companies will depend to a significant extent on the specific management team of the relevant debtor company. The actions taken by the management of our customers may lead to significant losses, affecting their ability to repay our loans and consequently adversely affect our financial performance.

27. Our business is based on the trust and confidence of our customers; any damage to that trust and

confidence may materially and adversely affect our business, future financial performance and results of

operations.

We are dedicated to earning and maintaining the trust and confidence of our customers and we believe that the good reputation created thereby and inherent in the "Religare" brand name is essential to our business. The reputation of our Company and/or the “Religare” brand could be adversely affected by any threatened and/or legal proceedings and/or any negative publicity or news articles in connection with our Company or the Religare Group. As such, any damage to our reputation, or that of the "Religare" brand name, could substantially impair our ability to maintain or grow our business. In addition, any action on the part of any of the Religare Group entities that negatively impact the "Religare" brand could have a material adverse effect on our business, future financial performance and results of operations.

13

28. The trade mark/service mark and logo in connection with the “Religare” brand which we use is licensed

and consequently, any termination or non-renewal of such license may adversely affect our goodwill,

operations and profitability.

Pursuant to a license user agreement dated January 4, 2006, (“License Agreement”), between our Promoter, REL and Ranbaxy Holding Company (now RHC Holding Private Limited), we (in our capacity as a subsidiary of REL) are entitled to an exclusive license and right to use the brand name “Religare” and the associated trademarks for our financial services business, (“Trademarks”). REL has the right to use the Trademarks for a period of 5 (five) years effective from April 1, 2006 upto March 31, 2011, after which it will be automatically renewable for a further period of five years on the existing terms and conditions, unless determined with mutual consent six months prior to March 31, 2011. Further, the renewal for such further periods shall be on such terms and conditions as may be mutually agreed by the parties, one year prior to the expiry of the last renewed tenure of this License Agreement. Pursuant to an amendment agreement dated October 1, 2010 the aforesaid License Agreement was extended for a period of five years from April 1, 2011 upto March 31, 2016. Our Company is entitled to use the Trademarks so long as our Company remains an affiliate, subsidiary, group company, sister concern, or an entity with which REL has or may have any strategic alliance, joint venture, partnership or other arrangements, incidental to financial services business. In the event such license agreement is terminated or is not renewed or extended in the future, we may not be entitled to use the brand name “Religare” and the Trademarks in connection with our operations. Consequently, we will not be able to derive the goodwill that we have been enjoying under the “Religare” brand. Further, if we cease to be an affiliate, subsidiary, group company, sister concern, or an entity with which REL has or may have any strategic alliance, joint venture, partnership or other arrangements, incidental to financial services business on account of any change in control or other circumstances we will not be entitled to use such Trademarks. We operate in a competitive environment and we believe that our brand recognition is a significant competitive advantage to us. If the license and user agreement is not renewed or terminated, we may need to change our name, trade mark/service mark or the logo. Any such change could require us to incur additional costs and may adversely impact our goodwill, business prospects and results of operations.

29. System failures or inadequacy and security breaches in computer systems may adversely affect our

business.

Our business is increasingly dependent on our ability to process, on a daily basis, a large number of transactions. Our financial, accounting or other data processing systems may fail to operate adequately or become disabled as a result of events that are wholly or partially beyond our control including a disruption of electrical or communications services. Our ability to operate and remain competitive will depend in part on our ability to maintain and upgrade our information technology systems on a timely and cost-effective basis. The information available to and received by our management through our existing systems may not be timely and sufficient to manage risks or to plan for and respond to changes in market conditions and other developments in our operations. We may experience difficulties in upgrading, developing and expanding our systems quickly enough to accommodate our growing customer base and range of products. Our operations also rely on the secure processing, storage and transmission of confidential and other information in our computer systems and networks. Our computer systems, software and networks may be vulnerable to unauthorized access, computer viruses or other malicious code and other events that could compromise data integrity and security. Any failure to effectively maintain or improve or upgrade our management information systems in a timely manner could materially and adversely affect our competitiveness, financial position and results of operations. Moreover, if any of these systems do not operate properly or are disabled or if there are other shortcomings or failures in our internal processes or systems, it could affect our operations or result in financial loss, disruption of our businesses, regulatory intervention or damage to our reputation. In addition,

14

our ability to conduct business may be adversely impacted by a disruption in the infrastructure that supports our businesses and the localities in which we are located.

30. We may not be able to maintain our current levels of profitability due to increased costs or reduced

spreads.

Our business strategy involves a relatively high level of ongoing interaction with our customers. We believe that this involvement is an important part of developing our relationship with our customers, identifying new cross-selling opportunities and monitoring our performance. However, this level of involvement also entails higher levels of costs and also requires a relatively higher gross spread, or margin, on the finance products we offer in order to maintain profitability. There can be no assurance that we will be able to maintain our current levels of profitability if the gross spreads on our finance products were to reduce substantially, which could adversely affect our results of operations.

31. As part of our business strategy we assign or securitize a portion of our loan assets to banks and

other institutions. Any changes in the assignment/securitization markets and/or statutory/regulatory

requirements and/or decisions of courts in connection with the enforceability of such transactions could

also adversely affect our operations and profitability.

As part of our means of raising and/or managing our funds, we assign or securitize a portion of the receivables from our loan portfolio to banks and other institutions. Such assignment or securitization transactions are conducted on the basis of our internal estimates of our funding requirements, which may vary from time to time. We may also from time to time be required to furnish various bank and corporate guarantees and comply with other credit enhancement requirements in connection with such transactions. As of March 31, 2012, our aggregate guarantees given to the bankers were ` 1,694.47 million. In case of any adverse changes in the markets which affect assignment/securitization of assets and/or delinquencies in connection with credit enhancements provided by us could adversely affect our profitability and financial condition.

Further, any change in statutory and/regulatory requirements in relation to assignments or securitizations by financial institutions, including the requirements prescribed by RBI and the Government of India, and/or decisions of courts in India in connection with the enforceability of such transactions could have an adverse impact on our assignment or securitization transactions.

32. Any change in control of our Promoters and/or any disassociation of our Company from the Religare

Group could adversely affect our operations and profitability.

As on date Religare Enterprises Limited (along with its nominees) holds more than 99.99% of the paid up equity share capital of our Company. If Religare Enterprises Limited ceases to exercise majority control over our Company as a result of any transfer of shares or otherwise, our ability to derive any benefit from the brand name “Religare” and our goodwill as a part of the Religare Group of companies may be adversely affected, which in turn could adversely affect our business and results of operations. Any such change of control could also significantly influence our business policies and operations.

Any disassociation of our Company from the Religare Group and/or our inability to have access to the infrastructure provided by other companies in the Religare Group could adversely affect our ability to attract customers and to expand our business, which in turn could adversely affect our goodwill, operations and profitability.

33. We have certain contingent liabilities which may adversely affect our financial condition.

As of March 31, 2012, we had the following contingent liabilities on a standalone basis:

(in ` Million)

S.No Particulars As at March 31,

2012

1 Claims against the company not acknowledged as debt 9.18

2 Guarantees-

-Guarantees given to the bankers by the Company on behalf of Various 146.34

15

S.No Particulars As at March 31,

2012

Clients in respect of credit facilities availed by the said entities (for opening of LCs)

-Bank Guarantees given by the bankers on behalf of the Company in respect of credit facilities availed by the company

47.35

3 Others-

-Disputed Income Tax Demands not provided for * 194.06

- Collateral for assignment of receivables 1,694.47

- Inland bills purchased / discounted by Bank -

Total 2,091.40

* For the Financial year 2011-12, Rs. 112.84 million has been offered for adjustment with tax refund due to the Company.

For further information on such contingent liabilities, please see Note No. 32 of Annexure IV to the “Financial Information” of our Company. In the event that any of these contingent liabilities materialize, our financial condition may be adversely affected.

34. We may have to comply with strict regulations and guidelines issued by regulatory authorities in India.

We are regulated principally by and have reporting obligations to the RBI. We are also subject to the corporate, taxation and other laws in effect in India. The regulatory and legal framework governing us may continue to change as India’s economy and commercial and financial markets evolve. In recent years, existing rules and regulations have been modified, new rules and regulations have been enacted and reforms have been implemented which are intended to provide tighter control and more transparency in India’s asset finance sector. Further, RBI may increase the minimum capital adequacy requirement for non-deposit taking NBFCs such as us. Compliance with many of the regulations applicable to our operations may involve significant costs and otherwise may impose restrictions on our operations. If the interpretation of the regulators and authorities varies from our interpretation, we may be subject to penalties and the business of our Company could be adversely affected. There can be no assurance that changes in these regulations and the enforcement of existing and future rules by governmental and regulatory authorities will not adversely affect our business and future financial performance. Further, our Company may not have been regular in depositing the undisputed dues, including provident fund, investor education and protection fund, employees’ state insurance, income tax, sales tax, wealth tax, service tax, customs duty, excise duty and other material statutory dues, as applicable, with appropriate authorities and in future if there is any such irregularity, there could be additional penalty imposed on the Company.

35. Our ability to assess, monitor and manage risks inherent in our business differs from the standards of

some of our counterparts in India and in some developed countries.

We are exposed to a variety of risks, including liquidity risk, interest rate risk, credit risk, operational risk and legal risk. The effectiveness of our risk management is limited by the quality and timeliness of available data. Our hedging strategies and other risk management techniques may not be fully effective in mitigating our risks in all market environments or against all types of risk, including risks that are unidentified or unanticipated. Some methods of managing risks are based upon observed historical market behavior. As a result, these methods may not predict future risk exposures, which could be greater than the historical measures indicated. Other risk management methods depend upon an evaluation of information regarding markets, customers or other matters. This information may not in all cases be accurate, complete, current, or properly evaluated. Management of operational, legal or regulatory risk requires, among other things, policies and procedures to properly record and verify a number of transactions and events. Although we have established these policies and procedures, they may not be fully effective. Our future success will depend, in part, on our ability to respond to new technological advances and evolving NBFC and retail finance sector

16

standards and practices on a cost-effective and timely basis. The development and implementation of such technology entails significant technical and business risks. There can be no assurance that we will successfully implement new technologies or adapt our transaction-processing systems to customer requirements or evolving market standards.

36. Any failure by us to identify, manage, complete and integrate acquisitions, divestitures and other

significant transactions successfully could adversely affect our results of operations, business and

prospects.

As part of our business strategy, we may acquire complementary companies or businesses, divest non-core businesses or assets, enter into strategic alliances and joint ventures and make investments to further our business. In order to pursue this strategy successfully, we must identify suitable candidates for and successfully complete such transactions, some of which may be large and complex, and manage the integration of acquired companies or employees. We may not fully realize all of the anticipated benefits of any such transaction within the anticipated timeframe or at all. Any increased or unexpected costs, unanticipated delays or failure to achieve contractual obligations could make such transactions less profitable or unprofitable. Managing business combination and investment transactions requires varying levels of management resources, which may divert our attention from other business operations, may result in significant costs and expenses and charges to earnings. The challenges involved in integration include:

• combining product offerings and entering into new markets in which we are not experienced;

• consolidating and maintaining relationships with customers;

• consolidating and rationalizing transaction processes and corporate and IT infrastructure;

• integrating employees and managing employee issues;

• coordinating and combining administrative and other operations and relationships with third parties in accordance with applicable laws and other obligations while maintaining adequate standards, controls and procedures;

• achieving savings from infrastructure integration; and

• managing other business, infrastructure and operational integration issues. 37. Our success depends in large part upon our management team and key personnel and our ability to attract,

train and retain such persons.

Our ability to sustain our rate of growth depends significantly upon our ability to manage key issues such as selecting and retaining key operations personnel, developing managerial experience to address emerging challenges and ensuring a high standard of client service. In order to be successful, we must attract, train, motivate and retain highly skilled employees, especially branch managers and product executives. If we cannot hire additional qualified personnel or retain them, our ability to expand our business will be impaired and our revenue could decline. We will need to recruit new employees, who will have to be trained and integrated into our operations. We will also have to train existing employees to adhere properly to internal controls and risk management procedures. Failure to train and motivate our employees properly may result in an increase in employee attrition rates, divert management resources and subject us to incurring additional human resource related expenditure. Hiring and retaining qualified and skilled managers are critical to our future, as our business model depends on our credit-appraisal and asset valuation mechanism, which are personnel-driven operations. Moreover, competition for experienced employees in the finance sector can be intense. While we have an incentive structure and an employee stock option schemes namely, ESOP, designed to encourage employee retention, our inability to attract and retain talented professionals, or the resignation or loss of key operations personnel, may have an adverse impact on our business and future financial performance.

38. We are exposed to fluctuations in the market values of our investment and other asset portfolio.

17

Recent turmoil in the financial markets has adversely affected economic activity globally, including in India. Continued deterioration of the credit and capital markets could result in volatility of our investment earnings and impairments to our investment and asset portfolio, which could negatively impact our financial condition and reported income.

39. Our results of operations could be adversely affected by any disputes with our employees.

As of June 30, 2012, we had 1,018 employees. We believe that currently, none of our employees are members of any labor union. While we believe that we maintain good relationships with our employees, there can be no assurance that we will not experience future disruptions to our operations due to disputes or other problems with our work force, which may adversely affect our business and results of operations.

40. Our inability to obtain, renew or maintain our statutory and regulatory permits and approvals required to

operate our business may have a material adverse effect on our business.

We require certain statutory and/or regulatory permits and approvals for our business. In the future, we will be required to renew such permits and approvals and obtain new permits and approvals for any proposed operations. There can be no assurance that the relevant authorities will issue any of such permits or approvals in a timely manner or at all, and/or on favorable terms and conditions. Failure by us to comply with the terms and conditions to which such permits or approvals are subject, and/or to renew, maintain or obtain the required permits or approvals may result in the interruption of our operations and may have a material adverse effect on our business, financial condition and results of operations.

41. Our insurance coverage may not adequately protect us against losses.

We maintain such insurance coverage that we believe is adequate for our operations. Our insurance policies, however, may not provide adequate coverage in certain circumstances and are subject to certain deductibles, exclusions and limits on coverage. We maintain general liability insurance coverage including coverage for errors or omissions. We cannot, however, assure you that the terms of our insurance policies will be adequate to cover any damage or loss suffered by us or that such coverage will continue to be available on reasonable terms or will be available in sufficient amounts to cover one or more large claims or that the insurer will not disclaim coverage as to any future claim. A successful assertion of one or more large claims against us that exceeds our available insurance coverage or changes in our insurance policies including premium increases or the imposition of a larger deductible or co-insurance requirement could adversely affect our business, financial condition and results of operations.

42. There is ambiguity on whether or not NBFCs are required to comply with the provisions of state money

lending laws, which if interpreted unfavorably by statutory/regulatory authorities or courts of law could

adversely affect our operations and profitability.

There is ambiguity on whether or not NBFCs are required to comply with the provisions of state money lending laws that establish ceilings on interest rates. We also carry out operations in several states such as Andhra Pradesh, Tamil Nadu, Madhya Pradesh and Maharashtra, where there are money lending statutes in operation. The relevant state money lending statutes provide penalties for non-compliance with such statutes, including civil and criminal consequences. In the event that the government of any state in India requires us to comply with the provisions of their respective state money lending laws or imposes any penalty against us, our Directors or our officers, including for prior non-compliance, our business, results of operations and financial condition may be adversely affected.

43. Our Company has opted to present stand-alone financial information of our Subsidiary, RHDFCL, rather

than present consolidated financial information of our Company and our Subsidiary, as a whole. In this Prospectus, our Company has opted to present stand-alone financial information of our Subsidiary, RHDFCL, rather than present consolidated financial information of our Company and our Subsidiary, as a whole. This is based on the relatively smaller size of our Subsidiary's current operations for the fiscal year

18

ended March 31, 2012 when compared to the overall operations our Company. Our Company also has minimal inter-company transactions with RHDFCL which has also been disclosed in “Related Party Transactions” appearing in the section titled “Financial Information” beginning on page 153 of this Prospectus. If our Company were to have prepared the consolidated financial information for the fiscal year ended March 31, 2012, the financial information of RHDFCL would have been consolidated resulting in the assets and liabilities and the share of results of the subsidiary company being added to that of our Company from the date of acquisition, on a line-by-line basis, both subject to elimination of any inter company transactions. On consolidation, the investment in subsidiary at the parent company level would have been replaced with the assets and liabilities of RHDFCL and could have resulted in either a goodwill or capital reserve on the date of acquisition. The option chosen by our Company to present stand-alone financial information of our Subsidiary, RHDFCL in this Prospectus is in compliance with the requirements of Paragraph B of Part-II of Schedule II to the Companies Act, 1956 and Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008. Post listing of NCDs also, our Company intends to continue to present stand-alone financial results of the Company which would continue to be consistent with the respective debt listing agreements to be entered into by our Company with the relevant stock exchanges, where the NCDs are proposed to be listed. Depending upon business exigencies or on a voluntary basis, our Company may choose to present consolidated financial results in future, which may not be strictly comparable with the current presentation of stand-alone financial information of our Subsidiary contained in this Prospectus. Further, potential investors who are more accustomed to a more comprehensive basis of accounting would have expected consolidated financial information to get a holistic picture and information of our Company and our Subsidiary, and in the absence of such information they should rely upon their own examination of the stand-alone financial and other information of our Company and RHDFCL included in this Prospectus.

44. Certain other entities promoted by our Promoter, REL are authorized by their constitutional documents to

engage in lines of business similar to ours. Further, some of our Directors are also directors on the board

of directors of other companies which are engaged in lines of businesses similar to ours. There can be no

assurance that such entities will not compete with our existing business or any future business that we may

undertake or that the interests of our Promoter and/or Directors, as the case may be, will not conflict with

ours.

Religare Finance Limited, a subsidiary of REL, has voluntarily surrendered its certificate of registration as an NBFC. There is no assurance that Religare Finance Limited will not resume or undertake any such business in future which will not compete or conflict with our existing business. Also, we cannot assure you that, in those circumstances, REL will not favour the interests of Religare Finance Limited over our interests. Religare Finance Limited may dilute REL’s attention to our business, which could adversely affect our business, prospects, financial condition and results of operations. While we believe other members of the Religare Group are not currently carrying on any business which materially is in conflict with our Company, there is no assurance that such a conflict will not arise in the future, or that we will be able to suitably resolve any such conflict without an adverse effect on our business or operations. There can be no assurance that our Promoter or members of the Religare Group will not provide comparable services, expand their presence, solicit our employees or acquire interests in competing ventures in the locations or segments in which we operate. Further some of our Directors are also directors on the board of directors of other companies which are engaged in lines of businesses similar to ours. There can be no assurance that such entities will not compete with our existing business or any future business that we may undertake or that the interests of our Directors will not conflict with ours. A conflict of interest may occur between our business and the business of such other entities, which could have an adverse effect on our business, prospects, results of operations and financial condition.

45. Our Company has availed various working capital demand loans and other loans which are repayable

upon demand and/or notice by the relevant lenders. If such lenders call upon our Company to repay such

borrowings on demand and/or upon serving a notice for the prescribed period, we may have to raise funds

to refinance these obligations, which may adversely affect our business, operations, financial condition

and cash flows.

19

Our Company has availed various working capital demand loans and other loans which are repayable upon demand and/or notice by the relevant lenders. The total amount of loans repayable on demand aggregated to ` 21,679.38 million which represented 17.43% of our total borrowings. If such lenders call upon our Company to repay such borrowings on demand and/or upon serving a notice for the prescribed period, we may have to raise funds to refinance these obligations. If we are unable to raise such finance in a timely manner or at all or our failure to otherwise repay such loans in a timely manner or at all, could adversely affect our business operations, financial condition and cash flows.

46. Our profitability may be adversely affected in the event that we are unable to recover desired results and/or

returns from any investments made by our Company, other than in connection with the business of

providing loans and finance.

Our Company has and may continue to invest in securities and instruments other than those in connection with the business of providing loans and finance and matters incidental thereto. Details of our income from investing activities for the last three financial years are as follows:

(`̀̀̀ in million)

Particulars

Year ended

March 31,

2012

Year ended

March 31,

2011

Year ended

March 31,

2010

Income from Long term Investment

-Dividend Income 6.33 5.60 10.10

- Profit on Sale/Redemption of Long Term Investments - - 244.34

Income from Current Investment

- Profit on Sale/Redemption of Mutual Funds 56.90 159.52 250.19

- Profit on Sale/Redemption of Other Current Investments 32.81 45.33 -

Total 96.04 210.45 504.63

We cannot assure that such investments made by us would yield desired results. Our Company from time to time invests in interest-earning liquid assets to optimize earnings. As part of our treasury activities, we also invest our surplus fund in fixed deposits with banks, liquid debt-based mutual funds, corporate bonds, government securities, short term corporate loans and arbitrage activities. Our investment in such securities and instruments are subject to a number of significant risks that arise from the nature of such instruments. Our Company’s investment in listed securities of companies are subject to fluctuations of the market price of such securities and, therefore, a significant decline in the market price of such securities could adversely affect our profitability. If our Company is unable to benefit from the synergies or efficiencies expected from these investments, or if such investments do not yield desired results, our profitability may be adversely affected.

47. Any adverse movement in the underlying assets or our inability to unwind our position in connection with

the arbitrage positions taken by our Company could adversely affect our profitability.

Our Company from time to time takes up arbitrage positions as a part of our short term liquidity mangagement. For Fiscal 2012 and 2011 our Company generated income of ` 737.44 million and ` 989.98 million respectively from income from arbitrage & trading in securities and derivatives which was 4% and 9% of our total income respectively. Any adverse movement in the underlying assets or our inability to unwind our position in connection with the arbitrage positions taken by our Company could adversely affect our ability to generate desired yields and or results from such arbitrage opportunities, which could adversely affect our profitability.

48. We are exposed to foreign exchange fluctuations and other exchange control risks with respect to the

foreign currency borrowings availed by our Company.

We have exposure to foreign exchange related risks since a portion of our borrowings which are in foreign currency. Any appreciation or depreciation of the Indian Rupee against these currencies can impact the profitability of our business. Translation differences arising out of conversion of the principal or interst amount into Indian Rupees can also impact the profitability for that period. We may from time to time be

20

required to make provisions for foreign exchange differences in accordance with applicable accounting standards.

Although, our Company has a hedging policy in connection with its foreign currency borrowings, there can be no assurance that a weakening of the Rupee against the US dollar and other major foreign currencies will not have an adverse effect on our cost of such borrowing in Rupee terms.

49. Our Company’s debt-equity ratio has increased as on March 31, 2012 as compared to March 31, 2011.

Our inability to raise equity capital in a timely manner or at all may limit the ability of our Company to

raise funds through borrowings.

Our Company’s debt-equity ratio has increased from 5.60 as on March 31, 2011 to 5.98 as on March 31, 2012. Our inability to maintain and/or reduce our debt-equity ratio by infusion of further equity capital may restrict the ability of our Company to raise further borrowings, which may adversely affect our operations, profitability and cash flows.

50. We are significantly dependent on our Promoter, REL and promoter group thereof. Any change in control

of our Promoter or our Company may correspondingly adversely affect our operations and profitability.

As June 30, 2012, the promoters and promoter group of REL held 71.77% of the paid up share capital in RELthereof. REL holds more than 99.99% of the paid up equity share capital of our Company as on June 30, 2012. If the promoters and promoter group ceases to exercise control over our Promoter and/or indirect or direct control over our Company, as a result of any transfer of shares or otherwise, our business and results of operations could be adversely affected.

51. Any adverse regulatory orders and/or penalties against any of the Religare Group entities could adversely

affect the Religare Group’s and our reputation and could also adversely affect our ability to raise capital

and/or access capital markets. Religare Securities Limited, (“RSL”), a company belong to the Religare Group has been subject to regulatory proceedings in the past in which penalties have been imposed and/or adverse orders have been issued by SEBI against Religare Securities Limited. A summary of such proceedings is as detailed below:

S.

No.

Relevant

Scrip /

Entity

II..1.1.1 Directions/ Observations Issued by SEBI

1. IFSL Limited

SEBI in its ad interim, ex-parte order dated September 28, 2005 noted that RSL, among other brokers, being holders of more than 1% of the share capital of IFSL Limited, dealt significantly in the scrip of IFSL Limited on behalf of specified clients during the period when there was an increase in the share price and trading volume and off market transfers by the promoters to some entities took place. Subsequently, SEBI through letter dated March 24, 2006 summoned RSL to appear and provide information in connection with the investigations instituted by SEBI in the said matter. The information required by SEBI has been duly provided. Further, an order has been passed on June 16, 2006 by SEBI confirming the interim order. Further, SEBI vide its letter dated May 25, 2009 has appointed an adjudicating officer in this matter. The letter has been duly replied. Subsequently, RSL attended and made its submissions at a personal hearing called by SEBI on September 22, 2009 following which SEBI by its order dated November 23, 2009 disposed off the proceedings against RSL.

2. Mega Corporation Limited

SEBI in its ad interim, ex-parte order dated October 24, 2005 observed that RSL, among other brokers being holders of more than 1% of the share capital of Mega Corporation Limited, contributed significant volume, i.e., up to 19.17% of net purchase, in the trading of shares of the company while dealing on behalf of the interconnected clients. SEBI through its letter dated February 27, 2007 summoned RSL for production of documents in relation to the alleged aiding and abetting the

21

S.

No.

Relevant

Scrip /

Entity


connected group of clients in creating an artificial depth in the market to generate a buying interest in the scrip and influencing the price of the scrip. RSL has complied with the summons and has provided the requisite comments and documents. Subsequently, SEBI has passed an order dated July 24, 2006 confirming the interim order. Further, SEBI has, vide its letter dated June 27, 2008, appointed an adjudicating officer in the matter. RSL has duly replied to the letter and also filed an application dated August 18, 2008 for obtaining a consent order in the matter. SEBI vide its letter dated March 6, 2009 has intimated that the independent High Powered Advisory Committee has accepted the application of consent order and recommended that the matter may be settled on a payment of ` 0.10 crore within 15 days of issue of the said letter. RSL has duly remitted the said sum of ` 0.10 crore. Subsequently, on application by RSL, SEBI has issued a consent order (CO/IVD-ID-1/936/AO/SD/15/2009) dated March 19, 2009 in connection with the aforementioned proceedings.

3. Karuna Cables Limited

SEBI in its ad interim, ex-parte order dated November 29, 2005 observed that RSL had a concentration of around 14% in terms of gross purchases during the relevant period. SEBI through its letter dated March 6, 2007 summoned RSL for explanation in relation to nature of transaction, which indicate involvement in manipulation in the market regarding this scrip. RSL has complied with the summons and have provided the requisite comments and documents. Subsequently, SEBI has passed an order dated July 25, 2006 confirming the interim order. Further, SEBI has vide its letter dated June 27, 2008 appointed an adjudicating officer in the matter. RSL has duly replied to the letter and also filed an application dated August 18, 2008 for obtaining a consent order in the matter. SEBI vide its letter dated March 6, 2009 has intimated that the independent High Powered Advisory Committee has accepted the application of consent order and recommended that the matter may be settled on a payment of ` 0.10 crore within 15 days of issue of the said letter. RSL has duly remitted the said sum of ` 0.10 crore. SEBI has issued a consent order (CO/IVD-ID-1/936/AO/SD/15/2009) dated March 19, 2009 in connection with the aforementioned proceedings.

4. Millenium Cybertech Limited

SEBI in its ad interim, ex-parte order dated January 24, 2006 observed that RSL among other brokers, had entered into synchronised deals, which helped in matching buyers and seller thereby buyers getting desired sellers and vice versa. SEBI further observed that the promoters of Millenium Cybertech Limited offloaded their shareholding in the company in an alleged arrangement between interconnected clients, who have also appeared in the orders of SEBI relating to IFSL Limited, Mega Corporation Limited and Karuna Cables Limited to manipulate the shares of ‘low cap’ companies and that the same would not have been possible without being guided by a few brokers. Separately, in the same order, SEBI noted that RSL was among the few brokers who have also appeared in some of the orders passed by SEBI in the case of ‘low cap’ stocks. Subsequently, SEBI through its letter dated April 7, 2006 summoned RSL to appear and provide information in connection with the investigations instituted by SEBI in the said matter. The information required by SEBI has been duly provided. Further, an order has been passed on September 26, 2006 by SEBI confirming the interim order. Finally, SEBI, vide its letter dated May 22, 2007, has issued an administrative warning in the concerned matter. Further SEBI vide its order dated March 13, 2010 has vacated the directions issued vide its ad-interim ex parte Order dated January 24, 2006 against RSL.

5. Nissan Copper Limited

SEBI has, through an ad interim order dated January 17, 2007, restrained RSL from buying, selling or dealing directly or indirectly in the shares of Nissan Copper Limited, until the receipt of further orders from SEBI. However SEBI vide

22

S.

No.

Relevant

Scrip /

Entity


its order dated February 20, 2009 revoked the directions passed earlier.

6. Ind Tra Deco Limited

SEBI has in the matter of Ind Tra Deco Limited, issued an ad interim order dated October 5, 2005 pending investigation, restraining RSL, among other stock brokers and the promoters and directors of Ind Tra Deco Limited from buying, selling or dealing in the securities of/ in the scrip of Ind Tra Deco Limited, directly or indirectly, from October 5, 2005 until the receipt of further orders, However, SEBI vide its order dated September 18, 2009 revoked the directions passed earlier.

Any such adverse orders in future against Religare Group entities could adversely affect the Religare Group’s and our reputation and could also adversely affect our ability to raise capital and/or access capital markets.

Risks Relating to the Utilization of Issue Proceeds

52. The fund requirement and deployment mentioned in the Objects of the Issue have not been appraised by

any bank or financial institution.

We intend to use the proceeds of the Issue, after meeting the expenditures of and related to the Issue, for our various financing activities including lending and investments, subject to applicable statutory and/or regulatory requirements, to repay our existing loans and our business operations including for our capital expenditure and working capital requirements. For further details, please refer to the section titled “Objects of the Issue” beginning on page 74 of this Prospectus. The fund requirement and deployment is based on internal management estimates and has not been appraised by any bank or financial institution. The management will have significant flexibility in applying the proceeds received by us from the Issue. Further, as per the provisions of the Debt Regulations, we are not required to appoint a monitoring agency and therefore no monitoring agency has been appointed for this Issue.

Risks Relating to the NCDs or this Issue

53. Changes in interest rates may affect the price of our NCDs.

All securities where a fixed rate of interest is offered, such as our NCDs, are subject to price risk. The price of such securities will vary inversely with changes in prevailing interest rates, i.e. when interest rates rise, prices of fixed income securities fall and when interest rates drop, the prices increase. The extent of fall or rise in the prices is a function of the existing coupon, days to maturity and the increase or decrease in the level of prevailing interest rates. Increased rates of interest, which frequently accompany inflation and/or a growing economy, are likely to have a negative effect on the price of our NCDs.

54. You may not be able to recover, on a timely basis or at all, the full value of the outstanding amounts and/or

the interest accrued thereon in connection with the NCDs.

Our ability to pay interest accrued on the NCDs and/or the principal amount outstanding from time to time in connection therewith would be subject to various factors inter-alia including our financial condition, profitability and the general economic conditions in India and in the global financial markets. We cannot assure you that we would be able to repay the principal amount outstanding from time to time on the NCDs and/or the interest accrued thereon in a timely manner or at all. Although our Company will create appropriate security in favour of the Debenture Trustee for the NCD holders on the assets adequate to ensure at least 110% asset cover for the NCDs, which shall be free from any encumbrances, the realizable value of the assets charged as security, when liquidated, may be lower than the outstanding principal and/or interest accrued thereon in connection with the NCDs. A failure or delay to recover the expected value from a sale or disposition of the assets charged as security in connection with the NCDs could expose you to a potential loss.

23

55. If we do not generate adequate profits, we may not be able to maintain an adequate Debenture Redemption

Reserve, (“DRR”) for the NCDs issued pursuant to this Prospectus.

Section 117C of the Act states that any company that intends to issue debentures must create a DRR to which adequate amounts shall be credited out of the profits of the company until the debentures are redeemed. The Ministry of Corporate Affairs has, through its circular dated April 18, 2002, (“Circular”), specified that the quantum of DRR to be created before the redemption liability actually arises in normal circumstances should be ‘adequate’ to pay the value of the debentures plus accrued interest, (if not already paid), till the debentures are redeemed and cancelled. The Circular however further specifies that, for NBFCs like our Company, (NBFCs which are registered with the RBI under Section 45-IA of the RBI Act), the adequacy of the DRR will be 50% of the value of debentures issued through the public issue. Accordingly, our Company is required to create a DRR of 50% of the value of debentures issued through the public issue. As further clarified by the Circular, the amount to be credited as DRR will be carved out of the profits of the company only and there is no obligation on the part of the company to create DRR if there is no profit for the particular year. Accordingly, if we are unable to generate adequate profits, the DRR created by us may not be adequate to meet the 50% of the value of the NCDs. This may have a bearing on the timely redemption of the NCDs by our Company.

56. Any downgrading in credit rating of our NCDs may affect the value of NCDs and thus our ability to raise

further debts.

The NCDs proposed to be issued under this Issue have been rated ‘[ICRA] AA-(negative)’ by ICRA for an amount of upto ` 5,000 million vide its letter dated August 24, 2012 and ‘CARE AA-’ by CARE for an amount of upto ` 5,000 million vide its letter dated August 16, 2012. The rating of the NCDs by ICRA indicates high degree of safety regarding timely servicing of financial obligations and carrying very low credit risk. The rating of the NCDs by CARE indicates high degree of safety regarding timely servicing of financial obligations and carrying very low credit risk. The ratings provided by ICRA and/or CARE may be suspended, withdrawn or revised at any time by the assigning rating agency and should be evaluated independently of any other rating.These ratings are not a recommendation to buy, sell or hold securities and investors should take their own decisions. Please refer to the rationale for the above ratings beginning on page 36.

. 57. There is no active market for the NCDs on the Stock Exchanges. As a result the liquidity and market prices

of the NCDs may fail to develop and may accordingly be adversely affected.

There can be no assurance that an active market for the NCDs will develop. If an active market for the NCDs fails to develop or be sustained, the liquidity and market prices of the NCDs may be adversely affected. The market price of the NCDs would depend on various factors inter alia including (i) the interest rate on similar securities available in the market and the general interest rate scenario in the country, (ii) the market price of our Equity Shares, (iii) the market for listed debt securities, (iv) general economic conditions, and, (v) our financial performance, growth prospects and results of operations. The aforementioned factors may adversely affect the liquidity and market price of the NCDs, which may trade at a discount to the price at which you purchase the NCDs and/or be relatively illiquid.

58. There may be a delay in making refunds to applicants.

We cannot assure you that the monies refundable to you, on account of (a) withdrawal of your applications, (b) our failure to receive minimum subscription in connection with the Base Issue, (c) withdrawal of the Issue, or (d) failure to obtain the final approval from the BSE and NSE for listing of the NCDs, will be refunded to you in a timely manner. We however, shall refund such monies, with the interest due and payable if applicable, thereon as prescribed under applicable statutory and/or regulatory provisions.

59. NRIs subscribing to the NCDs are subject to risks in connection with (i) exchange control regulations,

and, (ii) fluctuations in foreign exchange rates.

24

The NCDs will be denominated in Indian rupees and the payment of interest and redemption amount shall be made in Indian rupees. Various statutory and regulatory requirements and restrictions apply in connection with the NCDs held by NRIs, (“Exchange Control Regulations”). Amounts payable to NRIs holding the NCDs, on redemption of the NCDs and/or the interest paid/payable in connection with such NCDs would accordingly be subject to prevailing Exchange Control Regulations. Any change in the Exchange Control Regulations may adversely affect the ability of such NRIs to convert such amounts into other currencies, in a timely manner or at all. Further, fluctuations in the exchange rates between the Indian rupee and other currencies could adversely affect the amounts realized by NRIs on redemption or payment of interest on the NCDs by our Company.

B. EXTERNAL RISK FACTORS

I. Risks relating to external environment

60. We are subject to uncertainties associated with the securities business which could result in fluctuating

revenues. Further, our business is affected by conditions in the financial markets and economic conditions

generally, both in India and elsewhere around the world which could have an adverse effect on our results of

operations.

As a financial services company, we are subject to uncertainties that are common in the securities business. These include the volatility of domestic and international financial, bond and stock markets, extensive governmental regulation, litigation, intense competition, substantial fluctuations in the volume and price levels of securities and dependence on the solvency of various third parties. As a result, our revenues and earnings may vary significantly from quarter to quarter and from year to year. In periods of low trading volume, our profitability may be impaired because certain of our expenses remain relatively fixed. Our business is affected by conditions in the financial markets and economic conditions generally, both in India and elsewhere around the world. Many factors or events could lead to a downturn in the financial markets including war, acts of terrorism, natural catastrophes and sudden changes in economic and financial policies. Any such event could affect confidence in the financial markets and affect our ability to function effectively. During periods of unfavorable market or economic conditions, the volume and value of primary and secondary market transactions may decrease, thereby reducing the demand for the aforesaid products.

61. Our vehicle loans businesses are dependent on the automobile and transportation industry in India.

Our commercial vehicle loans businesses to a large extent depend on the continued growth in the automobile and transportation industry in India, which are influenced by a number of extraneous factors which are beyond our control, inter-alia including (a) the macroeconomic environment in India, (b) the demand for transportation services, (c) natural disasters and calamities, and (d) changes in regulations and policies in connection with motor vehicles. Such factors may result in a decline in the sales or value of new and pre-owned commercial vehicles. Correspondingly, the demand for availing finance for new and pre-owned commercial vehicles may decline, which in turn may adversely affect our financial condition and the results of our operations. Further, the ability of commercial vehicle owners and/or operators to perform their obligations under existing financing agreements may be adversely affected if their businesses suffer as a result of the aforesaid factors.

62. Increase in competition from our peer group in the finance sector may result in reduction of our market

share, which in turn may adversely affect our profitability.

We have been increasingly facing competition from domestic and foreign banks and NBFCs in each of our lines of businesses. Some of our competitors are very aggressive in underwriting credit risk and pricing their products and may have access to funds at a lower cost, wider networks and greater resources than our Company. Our financial condition and results of operations are dependent on our ability to obtain and maintain low cost funds and to provide prompt and quality services to our customers. If our Company is

25

unable to access funds at a cost comparable to or lower than our competitors, we may not be able to offer loans at competitive interest rates to our customers.

While our Company believes that it has historically been able to offer competitive interest rates on the loans extended to our customers, there can be no assurance that our Company will be able to continue to do so in the future. An increase in competition from our peer group may result in a decline in our market share, which may in turn result in reduced incomes from our operations and may adversely affect our profitability.

II. Risks relating to India

63. Our growth depends on the sustained growth of the Indian economy. An economic slowdown in India and

abroad could have a direct impact on our operations and profitability.

Macroeconomic factors that affect the Indian economy and the global economic scenario have an impact on our business. The quantum of our disbursements is driven by the growth in demand for vehicles, capital by small and medium enterprises and loans by individuals. Any slow down in the Indian economy may have a direct impact on our disbursements and a slowdown in the economy as a whole can increase the level of defaults thereby adversely impacting our Company’s profitability, the quality of its portfolio and growth plans.

64. Political instability or changes in the government could delay further liberalization of the Indian economy

and adversely affect economic conditions in India generally, which could impact our business.

Since 1991, the Government has pursued a policy of economic liberalization, including significantly relaxing restrictions on the private sector. There can be no assurance that these liberalization policies will continue in the future as well. The rate of economic liberalization could change and specific laws and policies affecting financial services companies, foreign investment, currency exchange rates and other matters affecting investments in Indian companies could change as well. A significant slowdown in India’s economic liberalization and deregulation policies could disrupt business and economic conditions in India, thus affecting our business. Any political instability in the country, including any change in the Government, could materially impact our business adversely.

65. Civil unrest, terrorist attacks and war would affect our business.

Terrorist attacks and other acts of violence, war or conflicts, particularly those involving India, as well as the United States of America, the United Kingdom, Singapore and the European Union, may adversely affect Indian and global financial markets. Such acts may negatively impact business sentiment, which could adversely affect our business and profitability. India has from time to time experienced and continues to experience, social and civil unrest, terrorist attacks and hostilities with neighbouring countries. Also, some of India’s neighbouring countries have experienced or are currently experiencing internal unrest. This, in turn, could have a material adverse effect on the Indian economy and in turn may adversely affect our operations and profitability and the market for the NCDs.

66. Our business may be adversely impacted by natural calamities or unfavourable climatic changes.

India, Bangladesh, Pakistan, Indonesia, Japan and other Asian countries have experienced natural calamities such as earthquakes, floods, droughts and a tsunami in recent years. Some of these countries have also experienced pandemics, including the outbreak of avian flu. These economies could be affected by the extent and severity of such natural disasters and pandemics which could, in turn affect the financial services sector of which our Company is a part. Prolonged spells of abnormal rainfall, drought and other natural calamities could have an adverse impact on the economy, which could in turn adversely affect our business and the price of our NCDs.

67. Any downgrading of India's sovereign rating by an international rating agency (ies) may affect our

business and our liquidity to a great extent.

26

Any adverse revision to India's credit rating for domestic and international debt by international rating agencies may adversely impact our ability to raise additional finances at favourable interest rates and other commercial terms. This could have an adverse effect on our growth, financial performance and our operations.

PROMINENT NOTES

1. This is a public issue of NCDs by our Company aggregating upto ` 2,500 million with an option to retain over-subscription upto ` 2,500 million for issuance of additional NCDs aggregating to a total of ` 5,000 million.

2. For details on the interest of our Company’s Directors, please refer to the sections titled “Our Management” and “Capital Structure” beginning on pages 132 and 55 of this Prospectus, respectively.

3. Our Company has entered into certain related party transactions, within the meaning of AS 18 as notified by the Companies (Accounting Standards) Rules, 2006, as disclosed in the section titled “Financial Information” beginning on page 153 of this Prospectus.

4. Any clarification or information relating to the Issue shall be made available by the Lead Managers and our

Company to the investors at large and no selective or additional information would be available for a section of investors in any manner whatsoever.

5. Investors may contact the Registrar to the Issue, Compliance Officer and the Lead Managers for any complaints pertaining to the Issue. In case of any specific queries on allotment/refund, Investor may contact Registrar to the Issue.

6. In the event of oversubscription to the Issue, allocation of NCDs will be as per the "Basis of Allotment" beginning on page 200 of this Prospectus.

7. The Equity Shares of our Company are not listed on any stock exchange.

8. Our Company has issued and allotted 10.90% secured compulsorily convertible debentures of face value of ` 1,000,000 (Rupees One Million each), aggregating upto ` 1,500 million (Rupees Fifteen Hundred Million only) to REL in one tranche vide Term Sheet dated May 30, 2011, Subscription Agreement dated May 30, 2011, and Amendment Letter dated August 12, 2011, second Amendment Agreement dated November 12, 2011 and third Amendment Agreement dated January 17, 2012.

9. On August 9, 2011, our Company has issued and allotted 1% Non Convertible Cumulative Redeemable Preference Shares of face value ` 10 (Rupees Ten each), aggregating upto ` 1,250 million (Rupees One Thousand Two Hundred and Fifty Million only) and at a premium of ` 90 each, to ICICI Bank Limited.

10. Majority of our privately placed non convertible debentures are listed on BSE.

11. As of March 31, 2012 we had certain contingent liabilities not provided for. For further information on such contingent liabilities, see Annexure IV to the Financial Information of our Company.

For further information relating to certain significant legal proceedings that we are involved in, please refer to the section titled “Pending Proceedings and Statutory Defaults” beginning on page 209 of this Prospectus.

27

SECTION III : INTRODUCTION

GENERAL INFORMATION

Religare Finvest Limited

Our Company was incorporated as a private limited company, “Skylark Securities Private Limited”, under the provisions of the Act, by a certificate of incorporation dated January 6, 1995, issued by the Registrar of Companies, N.C.T of Delhi and Haryana. Subsequently, the name of our Company was changed from “Skylark Securities Private Limited” to “Fortis Finvest Private Limited” and a fresh certificate of incorporation dated September 23, 2004 was issued by the Registrar of Companies, N.C.T. of Delhi and Haryana. The status of our Company was changed from a private limited Company to a public limited company vide a fresh certificate of incorporation dated October 7, 2004 issued by the Registrar of Companies, N.C.T. of Delhi and Haryana. Subsequently the name of our Company was changed to “Religare Finvest Limited” vide a fresh certificate of incorporation dated April 4, 2006 issued by the Registrar of Companies, N.C.T. of Delhi and Haryana.

Registered Office:

D3, P3B, District Centre, Saket, New Delhi - 110 017

Registration:

Corporate Identification Number: U74999DL1995PLC064132 issued by the Registrar of Companies, N.C.T. of Delhi and

Haryana. Our Company holds a certificate of registration dated November 10, 2006, bearing registration no. B-14-02107, as a Non-Banking Financial Company Category B (not accepting public deposits), issued by the RBI to carry on activities of a NBFC under section 45 IA of the RBI Act, 1934. The aforementioned certificate of registration was issued in lieu of the earlier certificate of registration No. B-14-02107 dated January 3, 2001 for Category B Company issued to “Skylark Securities Private Limited”.

Compliance Officer (and Company Secretary):

The details of the person appointed to act as Compliance Officer for the purposes of this Issue is set out below:

Mr. Punit Arora Company Secretary

Religare Finvest Limited D3, P3B, District Centre, Saket, New Delhi, India 110 017 Tel.: +91 011 3912 5000 Fax: +91 011 3912 6505 Email: [email protected]

Applicants may contact our Compliance Officer (and Company Secretary) or the Registrar to the Issue in case of any pre-Issue or post-Issue related problems such as non-receipt of Allotment Advice, refunds, interest on application money or credit of NCDs in the respective beneficiary accounts, as the case may be.

Lead Managers:

Axis Bank Limited

1st floor, Axis House, Wadia International Centre, P. B. Marg, Worli, Mumbai - 400 025,

28

Maharashtra, India Tel: +91 22 2425 2180 Fax: +91 22 2425 3000 Email: [email protected] Investor Grievance Email: [email protected] Website: www.axisbank.com Contact Person: Mr. Manish Jain Compliance Officer: Mr. Advait Majmudar SEBI Registration No: INM000006104

A. K. Capital Services Limited 30-39, Free Press House, Free Press Journal Marg, 215 Nariman Point, Mumbai - 400 021 Tel: +91 22 6754 6500

Fax: +91 22 6610 0594 Email: [email protected] Investor Grievance Email: [email protected] Website: www.akcapindia.com Contact Person: Ms. Anusha Bharadwaj/Mr. Lokesh Singhi Compliance Officer: Mr. Vikas Agarwal SEBI Registration No: INM000010411

JM Financial Institutional Securities Private Limited 141 Maker Chambers III, Nariman Point Mumbai - 400 021 Tel: +91 22 6630 3030

Fax: +91 22 2204 2137 Email:[email protected] Investor Grievance Email: [email protected] Website: www.jmfl.com Contact Person: Ms. Lakshmi Lakshmanan Compliance Officer: Mr. Chintal Sarkaria SEBI Registration No: INM000010361

Kotak Mahindra Capital Company Limited 1st Floor, Bakhtawar, 229, Nariman Point, Mumbai 400 021 Tel: +91 22 6634 1100

Fax: +91 22 2284 0492 Email: [email protected] Investor Grievance Email: [email protected] Website: www.investmentbank.kotak.com Contact Person: Mr. Ganesh Rane Compliance Officer: Ajay Vaidya SEBI Registration No: INM000008704

Religare Capital Markets Limited* 4th Floor, ING House, Plot No: C-12, G Block Bandra Kurla Complex, Bandra (E) Mumbai 400 051 Maharashtra, India. Telephone: +91 22 6766 3400 Facsimile: +91 22 6766 3575 Email ID: [email protected]

29

Website: www.religarecm.com Investor Grievance Email: [email protected] Contact Person: Mr. Udit Gupta Compliance Officer: Mr. Gopalan S. SEBI Registration Number: INM000011062

* RCML is a wholly owned subsidiary of our Promoter. As our Promoter directly exercises control over RCML and also there are common promoters (directly or indirectly) and common directors between RCML and our Company, RCML is deemed to be an associate of our Company as per the Merchant Bankers Regulations. RCML has signed the due diligence certificate and accordingly has been disclosed as a Lead Manager. Further, in compliance with the provisio to Regulation 21A (1) and explanation to Regulation 21A (1) of the Merchant Bankers Regulations, RCML would be involved only in marketing of the Issue.

Debenture Trustee:

IL&FS Trust Company Limited

The IL&FS Financial Centre Plot No. C22, G - Block, Bandra Kurla Complex, Bandra (East), Mumbai - 400 051 Tel: +91 22 2653 3333 Fax: +91 22 2653 3297 Website: www.itclindia.com Contact Person: Ms. Labanya Mukherjee Email: [email protected] SEBI Registration No.: IND000000452

IL&FS Trust Company Limited has by its letter dated August 22, 2012 given its consent for its appointment as Debenture Trustee to the Issue and for its name to be included in this Prospectus and in all the subsequent periodical communications sent to the holders of the Debentures issued pursuant to this Issue.

Registrar:

Link Intime India Private Limited C-13, Pannalal Silk Mills Compound, L.B.S. Marg, Bhandup (West), Mumbai - 400 078, India Tel: +91 22 2596 0320 Fax: +91 22 2596 0329 Toll Free: 1-800-22-0320 Email: [email protected] Investor Grievance Email: [email protected] Website: www.linkintime.co.in Contact Person: Mr. Sachin Achar SEBI Registration No: INR000004058

All grievances in connection with Applications made in this Issue should be addressed to the Registrar to the Issue quoting the full name of the sole or first Applicant, Application Form number, Applicant’s DP ID and Client ID (in case of application for NCDs in dematerialized form), Applicant’s PAN, number of NCDs applied for, date of the Application Form, name and address of the Lead Manager, Lead Broker, sub-broker, Trading Member of the Stock Exchange or Designated Branch, as the case may be, where the Application was submitted, and cheque/ draft number and issuing bank thereof or with respect to ASBA Applications, ASBA Account number in which the amount equivalent to the Application Amount was blocked. All grievances relating to the ASBA process may be addressed to the Registrar to the Issue, with a copy to the relevant SCSB.

Statutory Auditors of our Company:

Price Waterhouse, Chartered Accountants

252, Veer Savarkar Marg, Shivaji Park, Dadar, Mumbai 400 028 Tel: +91 22 6669 1000

30

Fax: +91 22 6654 7800 Firm Registration Number: 301112E

Statutory auditors of our Subsidiary:

Price Waterhouse & Co., Chartered Accountants 252, Veer Savarkar Marg, Shivaji Park, Dadar, Mumbai 400 028 Tel: +91 22 6669 1000 Fax: +91 22 6654 7800 Firm Registration Number: 304026E

Credit Rating Agency:

Credit Analysis and Research Limited 3rd Floor, B-47, Inner Circle, ConnaughtPlace Near Plaza Cinema, New Delhi 110001 Tel: +91 11 45333220 Fax: +91 11 45333238

ICRA Limited

Building No. 8, 2nd Floor, Tower A, DLF Cyber City, Phase II, Gurgaon 122002 Tel: +91 124 4546300 Fax: +91 124 4050424

Legal Advisor to the Issue:

J Sagar Associates Vakils House, 18, Sprott Road Ballard Estate Mumbai- 400 001 Tel: +91 22 4341 8500 Fax: +91 22 6656 1515

Lead Brokers to the Issue

A.K. Stockmart Private Limited 30-39, Free Press House, Free Press Journal House, 215, Nariman Point, Mumbai - 400 021 Tel: 022 - 6649300 Fax: 022 - 67544666 Email: [email protected] Website: www.akcapindia.com Contact Person: Mr. Ankit Gupta SEBI Registration No.: INB 231269532 and INB 011269538

Bajaj Capital Investor Services Limited Bajaj House 97, Nehru Place, New Delhi - 110019 Tel: 011-66161111 Fax: 011-66608888 Email: [email protected] Website: www.justrade.in Contact Person: Harish Sabharwal SEBI Registration No.: NSE: INB 231269334

Bonanza Portfolio Limited Delta House, J1, Cama Industrial Estate, Walbhat Road, Goregaon East, Mumbai - 63 Tel: +91 22 4059 5727 Fax: +91 22 4059 5790 Email: [email protected] Website: www.bonanzaonline.com Contact Person: Mr. Abhinay Chikne SEBI Registration No.: NSE: INB230637836

Edelweiss Broking Limited Edelweiss House Off, CST Road, Kalina, Mumbai - 400098 Tel: 022067471341, 99303362969 Fax: +91 67471347 Email: [email protected] Website: www.edelweissfin.com Contact Person: Mr. Amit Dalvi SEBI Registration No.: INB/INF/INE231311631 and INB011311637

Enam Securities Private Limited Hari Chamber, Ground Floor, 58/64, SB Road, Fort, Mumbai - 400023 Tel: +91 22 2267 7901 Fax: +91 22 2266 5613 Email: [email protected], [email protected]

HDFC Securities Limited I think, Techno Campus Building-B, “Alpha”, Office Floor 8, Opposite Crompton Greaves, Near Kanjurmarg Station, Kanjurmarg (East), Mumbai 400 042 Tel: 022-30753440/022-30753442 Fax: 022-30753435

31

Website: www.enam.com Contact Person: Mr. Mukesh Kachalia/Mr. Vinayak Ketkar SEBI Registration No.: INM000006856

Email: [email protected], [email protected] Website:www.hdfcsec.com Contact Person: Sunil Raula/Sharmila Kambli SEBI Registration: BSE: INB011109437, NSE: INB231109431

India Infoline Limited

IIFL House Sun Infotech Park Road No. 16V, Plot No. B-23, Thane Industrial Area Wagle Estate, Thane - 400604 Tel: 022-4103 5273/74/41030211 Fax: 022-25806654 Email: [email protected] Website: www.indiainfoline.com Contact Person: Mr. Chintan Modi / Mr. Gaurav Kumar Singh SEBI Registration: INB231097537

Integrated Enterprises (India) Limited

15, 1st floor, Modern House, Dr. V. B. Gandhi Marg, Fort, Mumbai - 400023 Tel: 022 4066 1800 Fax: 022 2287 4676 Contact Person: Mr. V. Krishnan Website: www.integratedindia.in Email: [email protected] SEBI Registration No.: INB231271835

JM Financial Services Private Limited Appejay House, 3rd Floor, Dinshaw Vachha Road, Churchgate, Mumbai 400 020 Tel: 022-3021 3500/2266 5577-80 Fax: 022-2266 5902 Email: [email protected] Website: www.jmfinancialservices.in Contact Person: Mr. Rohit Singh SEBI Registration No.: NSE: INB/F/E 231054835 BSE: INB/F011054831

Karvy Stock Broking Limited “Karvy House”, 46, Avenue 4, Street No. 1, Banjara Hills, Hyderabad – 500 034 Tel: 040-23312454 Fax: 040-66621474 Email: [email protected] Website: www.karvy.com Contact Person: Mr. P.B. Ramapriyan SEBI Registration No.: INB230770138

Kotak Securities Limited Nirlon House, 3rd floor, Dr. Annie Besant Road, Near Passport Office, Worli, Mumbai - 400025 Tel: 022-67409431/022-67409708 Fax: 022-66617041 Email: [email protected], [email protected] Website: www.kotak.com Contact Person: Sanjeeb Das and Umesh Gupta SEBI Registration No.: INB230808130/INB010808153

LKP Securities Limited Bank of Maharashtra building, 45/47, BS Marg, Fort, Mumbai – 400 001 Tel: (Retail) 2266 0171/2265 9375/2266 2527/2266 3963, (Institution) 6615 5131/32 Fax: 2269 4480 Email: [email protected], [email protected] Website: www.lkpsec.com Contact Person: Devendra Waghela – Retail, Devendra Joshi – Institution SEBI Registration No.: INB/F 010675433 (BSE), INB/F 230720030 (NSE)

Religare Securities Limited

D3, P3B, District Centre, Saket, New Delhi - 110017 Tel: 011-39125000 Fax: 011-39126339 Email: [email protected] Website: www.religareonline.com Contact Person: Mr. Rajeev Gupta SEBI Registration No.: NSE: INB/INF/INE230653732, BSE: INB/INF/010653732

RR Equity Brokers Private Limited 47, MM Road, Rani Jhansi Marg, Jhandewalan, New Delhi - 110055 Tel: 011-23636362-63 Fax: 011-23636666 Email: [email protected] Website: www.rrfcl.com Contact Person: Manish Agarwal SEBI Registration No.: INB231219636 (NSE), INB011219632 (BSE)

SMC Global Securities Limited 17, Netaji Subhash Marg, Opp Golcha Cinema, Daryaganj Delhi Tel: 9818620470, 9810059041

SPA Securities Limited 25, C-Block Community Centre, Janak Puri, New Delhi – 110 058 Tel: 011 25517371

32

Fax: 011-23263297 Email: [email protected], [email protected] Website: www.smcindiaonline.com Contact Person: Mr. Mahesh Gupta SEBI Registration No.: INF230771431

Fax: 011 25532644 Email: [email protected] Website: www.spasecurities.com Contact Person: Mr. Sunil Maheshwari SEBI Registration No.: NSE: INB-231178238, BSE: INB-011178234

Standard Chartered Securities (India) Limited

Standard Chartered Tower, 201-B/1, 1st Floor, Western Express Highway, Goregaon (East), Mumbai- 400 063 Tel: +91 22 6755 9626 Fax: +91 22 6755 9607 Contact Person: Rahul Kamble Email: [email protected] Website: www.standardcharteredtrade.co.in SEBI Registration No. BSE Cash: INB011333334 SEBI Registration No. NSE Cash: INB231333338

Trust Financial Consultancy Services Private

Limited 109/110, Balarama, 1st floor, Village, Parigkhari, Bandra Kurla Complex, Bandra (East), Mumbai – 400051 (registered office), 1101, Naman Center, C-31, G-Block, Bandra Kurla Complex, Bandra (East), Mumbai – 400051 (corporate office) Tel: 022-40845000 Fax: 40845007 Email: [email protected] Contact Person: Pranav Inamdar SEBI Registration No.: NSE: INB231198731, BSE: INB011198737

Bankers to the Issue:

Axis Bank Limited 6/83, Padam Singh Road, Karol Bagh – 110005 Tel: 011 – 42560001 (Direct), 011 – 42560000 (Board) Fax: 011 – 45400734 Email: [email protected], [email protected] Website: www.axisbank.com Contact Person: Ms. Shweta Assudani, Mr. Parminder Singh SEBI Registration No.: 000321

DBS Bank Limited First Floor, Fort House, 221, DN Road, Fort, Mumbai – 400 001 Tel: 9822021883/9821780250/9810036057 Fax: 022-67528470 Email: [email protected], [email protected], [email protected] Website: www.dbs.com/in Contact Person: Amol Natekar/Mustafa Sanchawalla/Aman Mehra SEBI Registration No.: INB00000992

HDFC Bank Limited FIG-OPS Department, Lodha, I Think Techno Campus, O-3 Level, Next to Kanjuermarg Railway Station, Kanjurmarg (E), Mumbai 400 042 Tel: 022 3075 2928 Fax: 022 2579 9801 Contact Person: Uday Dixit Email Address: [email protected], [email protected], [email protected] Website: www.hdfcbank.com SEBI Registration No.: INBI00000063

ICICI Bank Limited Rajabhadur Mansion, 30, Mumbai Samachar Marg, Fort, Mumbai – 400 001 Tel: 022-66301322 Fax: 022-66310350, 022-22611138 Email: [email protected] Website: www.icicibank.com Contact Person: Mr. Anil Gadoo SEBI Registration No.: INBI00000004

IDBI Bank Limited Unit No.2, Corporate Park, Sion, Trombay Road, Chembur, Mumbai - 400 071 Tel: 91-22-66908402 Fax: 91-22-25286173 Email: [email protected] Website: www.idbibank.com Contact Person: V. Jayananthan SEBI Registration No.: INBI00000076

IndusInd Bank Limited Cash Management Services, Solitarie Corporate Park, No. 1001, Building No.10, Ground Floor, Guru Hargovindji Marg, Andheri (East), Mumbai – 400 093 Tel: 022-6772 3901 to 3917 Fax: 022-6772 3998 Email: [email protected] Website: www.indusind.com Contact Person: Mr. Sanjay Vasarkar SEBI Registration No.: INBI00000002

33

Kotak Mahindra Bank Limited

5th Floor, Dani Corporate Park 158, CST Road, Kalina Santacruz (E), Mumbai Tel: 022 6759 5336 Fax: 022 6759 5374 Contact Person: Amit Kumar Email Address: [email protected] Website: www.kotak.com SEBI Registration No.: INBI00000927

Punjab National Bank 5 - Sansad Marg, New Delhi - 110001 Tel: 011 23727535, 33, 31 Fax: 011 23737528 Email: [email protected] Website: www.pnbindia.in Contact Person: AK Jain, BK Mahan, NK Sharma, Gurrmeet Khanna SEBI Registration No.: INBI00000084

The Federal Bank Limited

Large Corporate Department, C-Wing, 2nd floor, Laxmi Towers, Bandra East, Bandra Kurla Complex, Mumbai - 400051 Tel: 022-26567532, 9920888433 Fax: 022-26566622 Email: [email protected] Website: www.federalbank.co.in Contact Person: Sunny N. V. SEBI Registration No.: INBI0000003

Refund Banker:

Axis Bank Limited 6/83, Padam Singh Road, Karol Bagh – 110005 Tel: 011 – 42560001 (Direct), 011 – 42560000 (Board) Fax: 011 – 45400734 Email: [email protected], [email protected] Website: www.axisbank.com Contact Person: Ms. Shweta Assudani, Mr. Parminder Singh SEBI Registration No.: 000321

Bankers to our Company:

AXIS BANK LIMITED Statesman House, 13th Floor 148, Barakhamba Road, New Delhi – 110 001 Tel: +91 9810582669 Fax: +91 11 41515449 Contact Person: Mr. Vaibhav Chadha

ANDHRA BANK Green Park Branch, R-3, Green Park Main New Delhi -110016 Tel: +91 11 26536993 Fax: +91 11 26513478 Contact Person: Mr. K. Satya Prasad

BANK OF INDIA 4 PTI Building, Sansad Marg, New Delhi -110 001 Tel: +91 11 2376 5125 Fax: +91 11 2376 5123 Contact Person: Mr. G.P.Bose

CENTRAL BANK OF INDIA 5, Jeevan Tara Building, Parliament Street, Nw Delhi – 110001 Tel: 011-23348624, 499992200 Fax: 011-43536447 Email: [email protected]

CANARA BANK

Prime Corporate Branch-II, 2nd Floor, World Trade Tower, Barakhamba Lane, New Delhi -110001 Tel: +91 11 2341 4201 Fax: +91 11 2341 1590 Contact Person: Mr. Dayanand Hiremath

CITIBANK N.A.

Global Banking, Citi India 17th Floor, DLF Square Building, M Block, Jacaranda Marg, DLF City Phase II Gurgaon - 122002 Tel: +91 124 4893606 Fax: +91 124 6673591 Contact Person: Mr. Manik Chhabra

34

CORPORATION BANK

Industrial Finance Branch, Hindustan Times Building 10th Floor, 18/20, Kasturba Gandhi Marg Cannaught Place, New Delhi 110001 Tel: +91 11 23704691/2304692 Fax: +91 11 23704677 Contact Person: Mr.U.Madhusudhana Rao

DBS BANK LIMITED 12th Floor, 18-20 HT House Kasturba Gandhi Marg, New Delhi -110001 Tel: +91 11 66211887 Fax: +91 11 33211899 Contact Person: Mr. Vivek Gupta

DENA BANK

Corporate Business Branch, E-13/19, Harsha Bhawan Connaught Circus New Delhi -110001 Tel: +91 11 2341 4553 Fax: +91 11 2341 4553 Contact Person: Mr. Vivek Singhal

DEUTSCHE BANK

4 th FLoor, DLF Square Building, Jacaranda Marg, DLF City Phase- II, Gurgaon - 122002 Tel: +91 124 4122505 Fax: +91 124 2560281 Contact Person: Ms. Ragini Atal

FEDERAL BANK LIMITED Corporate Banking Branch, Harsha Bhavan, E-13-29, Ground Floor, Middle Circle, Connaught Place, New Delhi – 110001 Tel: +91 11 2341 4307 Fax: +91 11 2341 3468 Contact Person: Mr. Varinder Gulati

HDFC BANK LIMITED B-7/3,Ground Floor Asaf Ali Road, Daryaganj New Delhi -110002 Tel: +91 11 43584306 Fax: +91 11 43584312 Contact Person: Mr. Ashish Sood

ICICI BANK LIMITED ICICI Tower, NBCC Place, Pragati Vihar, Bisham Pitamah Marg, New Delhi- 110003 Tel: +91 11 30278112 Fax: +91 11 2439 0070 Contact Person: Ms. Suhasini Beri

IDBI BANK LIMITED IDBI Bank Limited, 224 - A, Mittal Court, A Wing, Nariman Point, Mumbai - 400 021 Tel: +91 22 6658 8100 Fax: +91 22 6658 8111 Contact Person: Mr. Babu Nambiar

INDUSIND BANK LIMITED Dr Gopal Das Bhavan, 28 Barakhamba Road, New Delhi 110001 Tel: +91 11 43001443 Fax: +91 11 23738041 Contact Person: Nishu Malhotra

KARUR VYSYA BANK LIMITED

K-10, Sector-18, Ground Floor, Near Atta Chowk, Noida – 201301 Tel: 0120-4347455 Fax: 0120-2511495 Email: [email protected]

PUNJAB NATIONAL BANK NSIC Bhavan, Okhla Industrial Estate, New Delhi Tel: +91 1126926610 Fax:+91 1126927299

ING VYSYA BANK LIMITED Plot C-12, ‘G’ Block, 8th Floor, BKC, Bandra (East), Mumbai Tel: +91 22 3309 5000 Fax: +91 22 2652 2812

ORIENTAL BANK OF COMMERCE

V-22B, Bhoja Market,Sector-27 Noida Distt. G.B Nagar (U.P) Tel: +91 120 2541050 Fax: +91 120 2536668 Contact Person: Mr. R.K. Arora

SYNDICATE BANK

59, Shakuntala Apartments, Nehru Place, New Delhi 110 019 Tel: +91 11 26228261, 26418537, 26418406 Fax: +91 11 26461388 Email: [email protected] Contact Person: Mr. H K Suresh

35

UNION BANK OF INDIA

M-11, 1st Floor, Middle Circle, Connaught Circus, New Delhi 110001 Tel: +91 1123417402/03 Fax: +91 1123417405 Email: [email protected] Contact Person: R. Subramanian

VIJAYA BANK 31C, DDA Shopping Centre, Opp. Moolchand Hospital Defence Colony, New Delhi -110001 Tel: +91 11 24692583 Fax: +91 11 24623775 Contact Person: Mr.S. Rengaraju

UNITED BANK OF INDIA

Corporate Finance Branch, 106-109, Ansal Tower, 38, Nehru Place, New Delhi-110019 Tel: +91 1126420014 Fax: +91 1126418981 Contact Person: [email protected]

YES BANK LIMITED Financial Institution Group 48, Nyaya Marg, Chankyapuri New Delhi - 110 021 Tel: +91 11 66569002 Fax: +91 11 41680144 Contact Person: Mr. Vikas Bansal

Self Certified Syndicate Banks

The list of Designated Branches that have been notified by SEBI to act as SCSBs for the ASBA process is provided on http://www.sebi.gov.in/cms/sebi_data/attachdocs/1345612849756.html. For more information on the Designated Branches collecting ASBA Applications, see the above mentioned web-link.

Syndicate SCSB Branches In relation to ASBA Applications submitted to the Lead Managers, Lead Brokers, sub-brokers or the Trading Members of the Stock Exchange only in the Specified Cities (Mumbai, Chennai, Kolkata, Delhi, Ahmedabad, Rajkot, Jaipur, Bengaluru, Hyderabad, Pune, Vadodara and Surat), the list of branches of the SCSBs at the Specified Cities named by the respective SCSBs to receive deposits of ASBA Applications from such Lead Managers, Lead Brokers, sub-brokers or the Trading Members of the Stock Exchange is provided on http://www.sebi.gov.in/cms/sebi_data/attachdocs/1345612849756.html. For more information on such branches collecting ASBA Applications from Lead Managers, Lead Brokers, sub-brokers or the Trading Members of the Stock Exchange only in the Specified Cities, see the above mentioned web-link.

Impersonation

As a matter of abundant precaution, attention of the investors is specifically drawn to the provisions of sub-section (1) of section 68A of the Act, relating to punishment for fictitious applications.

Minimum Subscription If our Company does not receive the minimum subscription of 75% of the Base Issue, i.e. ` 1,875 million, on the date of closure of the Issue, the entire subscription shall be refunded to the applicants within the time prescribed under applicable statutory/regulatory requirements. If there is delay in the refund of subscription by more than 8 days after our Company becomes liable to refund the subscription amount, our Company will pay interest for the delayed period, at rates prescribed under sub-sections (2) and (2A) of Section 73 of the Companies Act, 1956. Credit Rating and Rationale

The NCDs proposed to be issued under this Issue have been rated ‘[ICRA] AA-(negative)’ by ICRA for an amount of upto ` 5,000 million vide its letter dated August 24, 2012 and ‘CARE AA-’ by CARE for an amount of upto ` 5,000 million vide its letter dated August 16, 2012. The rating of the NCDs by ICRA indicates indicates high degree of safety regarding timely servicing of financial obligations and carrying very low credit risk. The rating of the NCDs by CARE indicates high degree of safety regarding timely servicing of financial obligations and carrying very low credit risk. The ratings provided by ICRA and/or CARE may be suspended, withdrawn or revised at any time by the assigning rating agency and should be evaluated independently of any other rating.

36

The rationale for the aforementioned credit rating issued by ICRA is as follows: The revision in the rating outlook reflects deterioration in overall operating environment and increase in delinquencies in various asset classes for RFL. ICRA has taken note of management’s commitment to bring down the quantum of the unsecured corporate loan book over the short to medium term, tighten its underwriting for Asset Finance Book as well as a continued strong focus on collections to protect its asset quality. Overall the ratings continue to favourably factor in the company’s adequate capitalisation levels (reported capital adequacy of 18.60% as on June 30, 2012) and initiatives taken to offset to pressure on profitability by rationalizing operating costs as a proportion of revenues. The rationale for the aforementioned credit rating issued by CARE is as follows: The rating factors in the strength of the Religare group and expected support from the parent entity Religare Enterprises Ltd (REL) that was demonstrated in the past through equity infusion, ready access to group’s pan India branch network of more than 2,000 branches and established customer base, its synergy with business of group companies like Religare Securities and its experienced management team drawn from group companies and the financial industry. The rating also factors in RFL’s good growth in business volumes over the last two years, comfortable asset quality and capital adequacy parameters and good diversification in the revenue streams. However, the rating is constrained by the company’s, lower seasoning of RFL’s loan portfolio, and moderate Asset Liability Maturity (ALM) profile. Profitability, ALM profile, capital adequacy and asset quality are the key rating sensitivities.’

Utilisation of Issue proceeds Our Board of Directors certifies that: • all monies received out of the Issue shall be credited/transferred to a separate bank account other than the

bank account referred to in sub-section (3) of Section 73 of the Act; • details of all monies utilised out of the Issue referred above shall be disclosed under an appropriate separate

head in our balance sheet indicating the purpose for which such monies have been utilised along with details, if any, in relation to all such proceeds of the Issue that have not been utilized;

• details of all unutilised monies out of the Issue, if any, shall be disclosed under an appropriate head in our

balance sheet indicating the form in which such unutilised monies have been invested; • we shall utilize the Issue proceeds only upon creation of security as stated in this Prospectus in the section

titled “Issue Structure” beginning on page 168 of this Prospectus; • the Issue proceeds shall not be utilized towards full or part consideration for the purchase or any other

acquisition, inter alia by way of a lease, of any property; and • In compliance with Regulation 4(5) of the Debt Regulations the Issue proceeds shall not be utilised for

providing loan or acquisition of shares of any person who is part of the same group or who is under the same management.

Issue Programme

ISSUE PROGRAMME

ISSUE OPENS ON September 14, 2012

ISSUE CLOSES ON September 27, 2012

Applications Forms for the Issue will be accepted only between 10 a.m. and 5.00 p.m. (Indian Standard Time) or such extended time as may be permitted by the Stock Exchanges, during the Issue Period as mentioned above on all days between Monday and Friday (both inclusive barring public holiday), (i) by the Lead Managers, Lead Brokers, sub-brokers or the Trading Members of the Stock Exchange, as the case maybe, at the centers mentioned in Application

37

Form through the non-ASBA mode or, (ii) in case of ASBA Applications, (a) directly by the Designated Branches of the SCSBs or (b) by the centers of the Lead Managers, Lead Brokers, sub-brokers or the Trading Members of the Stock Exchange, as the case maybe, only at the Selected Cities. On the Issue Closing Date Application Forms will be accepted only between 10 a.m. and 3.00 p.m. (Indian Standard Time) and uploaded until 5.00 p.m. or such extended time as may be permitted by the Stock Exchanges.

Due to limitation of time available for uploading the Applications on the Issue Closing Date, Applicants are advised to submit their Application Forms one day prior to the Issue Closing Date and, no later than 3.00 p.m (Indian Standard Time) on the Issue Closing Date. Applicants are cautioned that in the event a large number of Applications are received on the Issue Closing Date, there may be some Applications which are not uploaded due to lack of sufficient time to upload. Such Applications that cannot be uploaded will not be considered for allocation under the Issue. Application Forms will only be accepted on Working Days during the Issue Period. Neither our Company, nor the Lead Managers, Lead Brokers, sub-brokers or Trading Members of the Stock Exchanges are liable for any failure in uploading the Applications due to failure in any software/ hardware systems or otherwise. Please note that the Basis of Allotment under the Issue will be on a date priority basis. The Issue may close on such earlier date or extended date as may be decided at the discretion of the duly authorised committee of Directors of our Company subject to necessary approvals. For further information on the Issue programme, please refer to “General Information – Issue Programme” page 36 of this Prospectus. In the event of such early closure or extension of the Issue, our Company shall ensure that notice of the same is provided to the prospective investors, on or before such early date of closure or the initial Closing Date, as the case may be, through advertisement/s in a leading national daily newspaper.

38

SUMMARY OF BUSINESS, STRENGTH & STRATEGY

In this section any reference to “we”, “us” or “our” refers to Religare Finvest Limited and/or its Subsidiary, RHDFCL, as the context may require. Unless stated otherwise, the financial data in this section is as per our unconsolidated financial information prepared as per the requirements of the Debt Regulations and the Companies Act, 1956 set forth elsewhere in this Prospectus. The following information should be read together with the more detailed financial and other information included in this Prospectus, including the information contained in the chapter titled “Risk Factors” beginning on page 1 of this Prospectus. Overview

We are a Systemically Important Non-Deposit Accepting NBFC, focusing on small and medium enterprises (“SME”) financing and retail capital market financing. We also provide loans to corporates and also do corporate auto leases. We are a subsidiary of Religare Enterprises Limited (“REL”), a diversified financial services company. We offer a diversified and broad suite of lending products to our SME, retail and other customers. Through our reach and focus on the SME segment and our broad product offering, we provide the debt capital to power the growth of the small and medium enterprises, which we believe is the backbone of India’s economy. For the purpose of consolidation of our lending portfolios and diversifying in the business of providing housing finance, our Company acquired 87.50% of the paid-up equity share capital of RHDFCL. The SMEs today constitute a very important segment of the Indian economy, accounting for around 95% of the industrial units. As per economic survey 2011-2012, the SME sector accounts for 45 % of goods manufactured and 40 % of exports. As such, growth of this sector is important for the economic and social development of the country. If the Indian economy is to move on to a higher growth trajectory, SMEs, who collectively contribute 17 % of India’s GDP, would have to grow and prosper. Ironically, although SMEs have been growing in size and importance, they often lack access to timely and adequate credit to meet working capital needs, incur high cost of credit, are technologically backward and also lack adequate infrastructure and skilled manpower (Source: CRISIL Research – Religare Finvest Limited – Trends in SME Financing – August 2012). The SME financing sector accordingly presents a unique and scalable funding opportunity which our Company has continued to capitalise on. Our lending products primarily aimed at providing financing to the SME segment include: 1. Loan against Property 2. Loan against/for Commercial Assets 3. Loan against Marketable Securities 4. Working Capital Loans – Secured and Unsecured Our Retail capital market financing includes the following products: 1. Loan against Securities 2. Employee stock option funding As part of the treasury activities, we also make loans to corporates on secured and unsecured basis. As on March 31, 2012, SME finance and retail capital market finance activities accounted for 70% and 13% of our total loan book respectively. Corporate lending represented 15% of our loan book as on March 31, 2012 and corporate auto lease represented 2% of our loan book as on March 31, 2012. Further, our SME finance comprises of loans against property representing 47% of our total loan book as on March 31, 2012, commercial asset loans (commercial vehicle and construction equipment finance) representing 10% of our total loan book as on March 31, 2012, SME working capital financing representing 8% of our total loan book as on March 31, 2012 and loans against marketable securities representing 5% of our total loan book as on March 31, 2012. Our retail capital market finance comprises of loans against securities representing 13% of our total loan book as on March 31, 2012.

39

Our Promoter, REL, through the entities promoted by it, offers a diversified range of financial services and products across different platforms, including equity and commodity broking, lending, online trading, investment banking, institutional equities, private client brokerage, wealth management, asset management, portfolio management services, investment advisory services, life insurance, health insurance, providing integrated solutions to financial services needs across a diversified class of customers. REL’s diversified service platform has been designed to allow entities within the Religare Group to leverage relationships, thereby increasing our ability to cross-sell our products and services. Over the past several years, we have expanded our presence into markets that are of greater relevance to the products we offer. As on June 30, 2012 our Company has a distribution network of 25 branches spread across the country. We believe our pan-India presence allows us to continue to capitalise on opportunities to grow our loan portfolio and that our in-house ability to appraise credit quality is a key to taking efficient credit decisions. Our Company’s employee strength as on June 30, 2012 was 1,018.

Our Income from Operations and Net Profit After Tax (PAT) for the financial year ending March 31, 2012 is ` 18,213.10 million and ` 1,378.23 million respectively. Our Income from Operations and Net Profit After tax has grown at a CAGR of 98% and 16% respectively over the last three fiscal years. Our Loan Book has grown at a CAGR of 75% over the last three fiscal years. Our aggregate loan book as at March 31, 2012 was ` 125,735.98 million.

Key Operational & Financial Data

The table below sets forth operational and financial data as at and for the fiscal years 2012, 2011 and 2010.

As at March 31, 2012 As at March 31, 2011 As at March 31, 2010

Long Term Borrowings (` Million) 53,610.47 33,965.31 7,915.00

Short Term Borrowings (` Million) 50,592.78 44,773.55 32,880.97

Other Current Liabilities

- Debentures (` Million) 4,913.48 5,170.00 600.00

-Term Loans from Banks (` Million) 15,155.55 6,171.30 1,400.00

-Interest accrued and due on Unsecured Loans (` Million)

- 28.51 15.26

-Interest accrued and due on Secured Loans (` Million)

79.95 - -

Total Borrowings (`̀̀̀ Million) 124,352.23 90,108. 67 42,811.23

Net Worth (` million) 20,805.65 16,101.34 14,656.75

Debt Equity ratio (x) 5.98 5.60 2.92

Capital Adequacy Ratio (%) 19.65 16.16 21.67

Net NPA (% to Total Loan Book) 0.51 0.02 0.12

Loan-Book as on March 31, 2012

The product-wise loan book for Fiscal Year 2012, 2011 and 2010 of our Company is as follows:

40

Product (`̀̀̀ million) As at March 31, 2012 As at March 31, 2011 As at March 31, 2010

SME Financing

Loans Against Property 58,709.84 35,588.20 9,222.51

Commercial Assets 12,102.46 14,234.98 4,744.02

SME Working Capital Loans 10,854.51 6,817.87 3,067.06

Loans against Marketable Securities 7,094.93 8,503.32 2,020.10

Sub Total (A) 88,761.74 65,144.37 19,053.69

Corporate Auto Lease (B) 2,303.43 1,133.39 48.93

Retail Capital Market Finance

Loans Against Securities 16,054.38 12,688.31 8,123.86

ESOP Funding 20.19 163.47 -

Sub Total (C) 16,074.57 12,851.78 8,123.86

Corporate Lending (D) 18,537.96 10,323.06 12,708.06

Personal Loan ( E) 58.28 216.67 921.37

Grand Total (A)+(B)+(C)+(D)+( E) 125,735.98 89,669.27 40,855.91

Our Competitive Strengths

Diversified product portfolio with dedicated product management teams

Our Company’s product portfolio primarily comprises of loan against property, secured & unsecured working capital loans, commercial asset loans (including construction equipment and commercial vehicle loans) to small and medium enterprises, secured and unsecured corporate loans, corporate auto lease, loan against marketable securities and/ or other securities. Our diverse revenue stream reduces our dependence on any particular product line thus enabling us to spread and mitigate our risk exposure to any particular industry, business, geography or customer segment.

Each of our product lines is supported by a team of experienced and dedicated professionals. Our senior and middle management team comprise officials with significant experience in the financial services sector and particularly in the financing industry, which we believe helps our Company implement policies and processes to ensure healthy credit quality and high standards of work ethics.

Synergies with our Promoter facilitates cross selling of our products and services

REL, through its subsidiaries and joint ventures, offers to its customers a diversified financial services platform that provides various products, such as SME financing, equity and commodity broking, wealth advisory services, life insurance, health insurance, investment banking and institutional broking. REL’s diversified service platform has been so designed to allow entities under the Religare Group, like ours, to leverage relationships across various lines of businesses, thereby increasing our ability to cross-sell our products and services.

Further we believe that REL’s experience in the various facets of the financial services sector through the entities promoted by REL allows us to understand market trends and mechanics and helps us in designing our products to suit the requirements of our target customer base as well as to address opportunities that arise out of changes in market trends.

Wide Distribution Network

As on June 30, 2012 our Company had a distribution network of 25 branches spread across the country. We believe that our pan-India presence allows us to continue to capitalise on opportunities to grow our loan portfolio and our in-house ability to appraise credit quality is a key to our efficient credit decisions. With our pan India presence and dedicated distribution, operations and underwriting teams, we seek to ensure that our credit assessment processes are robust and we provide financial facilities to creditworthy customers.

41

Further, our Company benefits from the cross sell opportunities available through the other locations covered by our Religare Group which gives us a strong pan-India presence. Robust Risk and Credit Management Systems

In our SME financing segment, we are driving to build a robust loan portfolio while minimizing and managing credit risks. The Company employs strict risk management standards to reduce credit risks and maintain asset quality and has developed robust recovery processes. Our senior management consists of personnel who have extensive experience in lending, banking and finance companies, to develop and implement RFL’s credit policies and processes and thus, have been able to strengthen its credit appraisal and risk management systems. We also use Religare’s Group in-house research capabilities and insight into industry and sectoral outlook to make well informed decisions in the business. We do the credit appraisal at each level in the organization. The credit decisions are approved at branch, regional and central head office level. Each division independently appraises the applicants’ established business and earnings and approve the credit application for loan offer. For effective and timely portfolio management, we have put in place a centralized risk analytics team publishing credit and portfolio performance reports for management’s review. We utilise advance statistical tools like customer behaviour scorecards for early identification of potential risks in our portfolios and to take corrective actions accordingly as required. The reports provide detailed information on various portfolio segments and ascertain the risk. In addition, periodic collection reviews are conducted on delinquent customers and segments to identify and evaluate any problem areas, to drive collection efficiencies and future acquisitions. Under our retail capital market finance division, we use centralised technology platforms for functions such as portfolio tracking against the securities market, risk management, operational control, credit approval and account management. Centralisation of these critical functions permit close supervision of portfolio and customer accounts by central risk management team, thereby reducing market risk, credit risk and operational risks. The information technology systems are capable of real-time analysis of customer and market data which allows us to provide our customers with superior service and helps us in effective risk management. Access to a range of cost effective funding sources

We fund our capital requirements through a variety of sources. Our fund requirements are currently predominantly sourced through term loans from banks, issue of redeemable non-convertible debentures on a private placement basis, commercial papers, cash credit and working capital facilities from banks. We access funds from a number of credit providers, including nationalized banks, private Indian banks and foreign banks, and our track record of prompt debt servicing has allowed us to establish and maintain strong relationships with these financial institutions. We have also in the recent past raised subordinated loans eligible for Tier II capital. We also undertake securitization/assignment transactions as a cost effective source of funds.

We believe that we have been able to achieve a relatively stable cost of funds despite the difficult conditions in the global and Indian economy and the resultant reduced liquidity and an increase in interest rates. We believe that we are able to borrow from a range of sources at competitive rates.

Strong Commitment from REL and its promoters

Our Company benefits from the guidance it receives from the highly experienced and professionally managed Board of our promoter company, REL. The Board of REL comprises of industry veterans and experienced professionals, who through their overall supervision and oversight over the subsidiary companies provide valuable guidance on their business model and strategy. REL and Religare Group entities also benefit from the strong commitment from their promoters, inter alia including individual promoters, Mr. Malvinder Mohan Singh and Mr. Shivinder Mohan Singh. REL’s business expansion, through its subsidiaries/joint ventures, including our Company, has been supported by capital contributions by its promoters and promoter group. Since the listing of REL in the year 2007, from time to time REL’s promoters and promoter group has contributed funds to REL through capital infusion by way of subscription to equity shares offered on a rights basis, equity shares offered pursuant to a preferential allotment and equity shares

42

issued pursuant to exercise of warrants. REL in turn has from time to time invested in our Company through subscription to our Equity Shares and Compulsorily Convertible Debentures of our Company. For further details please refer to the section titled “Capital Structure” on page 55 of this Prospectus. This demonstrates the strong commitment of REL’s promoter and promoter group towards REL’s business expansion plans through its subsidiaries, which include our Company.

Our Strategies

Build on a scalable operating platform

Our Company’s SME finance business follows a region focused structure wherein our regional business directors are responsible for business development and profitability of our business for their respective regions. We have built a hub and spoke operating platform which we believe is scalable and can provide operational efficiencies for our future growth. We intend to strategically leverage the platform in building our SME finance book. We also intend to increase our operations in eastern India where we historically had relatively limited operations. This would not only help us in growing our loan book but also help us in achieving better geographic diversification in the loan portfolio.

Optimizing return while maintaining quality of Loan Book

We have consciously chosen to focus on providing secured loan products, which represent approximately 86% of our loan book as on March 31, 2012. We believe that we have implemented robust credit and strong risk management systems which we intend to rely upon to optimize our product mix in our loan portfolios. In addition to our secured loan products, we intend to also grow our unsecured assets portfolio in a measured manner, ensuring good quality standards of the portfolio. We believe that this will also help us in maintaining our margins in a rising interest rate scenario.

Continue to leverage on the strong synergies within REL group

We are focused on leveraging the synergistic opportunities presented by being a part of REL’s well diversified financial services platform. The relationships we have developed with our customers provide us with opportunities for repeat business and to cross sell our other products and services. For instance, relationship with our SME customer base can be leveraged to serve individual needs of proprietors, be it wealth management, life insurance, equity broking etc and vice versa. REL also offers capital markets advisory services to help SMEs in their growth which presents us with an accessible prospective customer base.

Focusing on Large Ticket Quality Business

We wish to increase our focus on large ticket loan transactions with very good credit quality of customers having single or diversified collaterals. We believe that these transactions will help us significantly increase the size of the book, leveraging upon our existing resources. There is a significant scope to increase our Loan Book at competitive spreads and a very high credit quality in the rapidly growing SME sector. We particularly intend to focus on our loans against property portfolio. According to CRISIL, loans against property fit the requirements of most SMEs, who constantly need funds to meet their rising working capital requirements. Based on interactions with leading financiers, CRISIL Research estimates total LAP disbursements to be at about ` 320 billion for 2011-12, which is expected grow by 20 % CAGR to ` 450-470 billion by 2013-14 (Source: CRISIL – Religare Finvest Limited – Trends in SME Financing – August 2012). Our Company therefore sees significant opportunities in the loans against property segment which we intend to capitalise on.

Attract and retain high quality talent

The intellectual capital of our management teams, as well as other professionals in our business, is critical to our success, and we accordingly intend to continue to focus on attracting and retaining high quality talent. In order to achieve this, we will continue to capitalize on our strengths in the area of recruiting and retention. With a view to attract, motivate and retain our employees, our Company has devised an ESOP scheme called ESOP Scheme 2010. In particular, we plan to consolidate our position as an employer of choice within the NBFC sector.

43

THE ISSUE

The following is a summary of the Issue. This summary should be read in conjunction with and is qualified in its entirety by more detailed information in the section titled “Terms of the Issue” beginning on page 163 of this Prospectus.

Common Terms of NCDs

Issuer Religare Finvest Limited

Issue Public Issue by our Company of NCDs aggregating upto ` 2,500 million with an option to retain over-subscription upto ` 2,500 million for issuance of additional NCDs aggregating to a total of upto ` 5,000 million.

Stock Exchange

proposed for listing of

the NCDs

BSE and NSE

Issuance and Trading Compulsorily in dematerialised form

Trading The trading of the NCDs on the floor of the Stock Exchanges shall be in dematerialized form only.

Trading Lot One NCD

Depositories NSDL and CDSL

Security Security for the purpose of this Issue will be created in accordance with the terms of the Debenture Trust Deed. For further details please refer to the section titled “Issue Structure” beginning on page 168 of this Prospectus.

Rating The NCDs proposed to be issued under this Issue have been rated ‘[ICRA] AA-(negative)’ by ICRA for an amount of upto ` 5,000 million vide its letter dated August 24, 2012 and ‘CARE AA-’ by CARE for an amount of upto ` 5,000 million vide its letter dated August 16, 2012. The rating of the NCDs by ICRA indicates high degree of safety regarding timely servicing of financial obligations and carrying very low credit risk. The rating of the NCDs by CARE indicates high degree of safety regarding timely servicing of financial obligations and carrying very low credit risk. The ratings provided by ICRA and/or CARE may be suspended, withdrawn or revised at any time by the assigning rating agency and should be evaluated independently of any other rating. These ratings are not a recommendation to buy, sell or hold securities and investors should take their own decisions.

Issue Schedule

The Issue shall be open from September 14, 2012 to September 27, 2012 with an option to close earlier and/or extend upto a period as may be determined by our Board.

Deemed Date of

Allotment

The Deemed Date of Allotment for the NCDs shall be the date of issue of the Allotment Advice / Regret or such date as may be determined by the Board and Debenture Committee of the Board of our Company and/or a duly authorized committee thereof and notified to the BSE and NSE

Pay-in date Later of 3 (three) Business Days from the date of receipt of application or the date of realisation of the cheques/demand drafts, whichever is later.

Issue Opening Date September 14, 2012

Issue Closing Date* September 27, 2012

*The Issue may close on such earlier date or extended date as may be decided at the discretion of the duly authorised committee of Directors of our Company subject to necessary approvals. For further information on the Issue programme, please refer to “General Information – Issue Programme”page 36 of this Prospectus. In the event of such early closure or extension of the Issue, our Company shall ensure that notice of the same is provided to the prospective investors, on or before such early date of closure or the initial Closing Date, as the case may be, through advertisement/s in a leading national daily newspaper.

The specific terms of each instrument are set out below:

We are offering secured redeemable NCDs which will be issued at a face value of ` 1,000/- per NCD. Interest on the NCDs shall be payable on annual or cumulative basis depending on the option selected by the NCD Holder as provided below:

Series I II III IV V

Tenor Thirty six months and one day from Sixty months from the Deemed Date For NCD

44


the Deemed Date of Allotment of Allotment Holders in Reserved Individual

Portion (Category IV) - 70 months from

the Deemed Date of

Allotment.

For all other NCD Holders - 72 months from

the Deemed Date of

Allotment.

Frequency of

Interest

Payment

Annual Cumulative Annual Cumulative Cumulative

Minimum

Application

` 10,000/- (10 NCDs) (for all Series of NCDs, namely Series I, Series II, Series III, Series IV and Series V either taken individually or collectively)

In Multiples

of

` 1,000 (1 NCD) ` 1,000 (1 NCD)

` 1,000 (1 NCD) ` 1,000 (1 NCD) ` 1,000 (1 NCD)

Face Value of

NCDs

` 1,000 ` 1,000 ` 1,000 ` 1,000 ` 1,000

Issue Price (`/

NCD)

` 1,000 ` 1,000 ` 1,000 ` 1,000 ` 1,000

Mode of

Interest

Payment and

/or

Redemption

of NCDs

Through Options available

Coupon (%

per annum)

12.25 Not Applicable For NCD Holders in the Reserved

Individual Portion (Category IV) -

12.50

For all other NCD Holders -

12.25

Not Applicable Not Applicable

Effective

Yield (%per

annum) on

any Record

Date

12.25 12.25 For NCD Holders in the Reserved


12.50


12.25

For NCD Holders in the

Reserved Individual

Portion (Category IV) -

12.50


12.25


Reserved Individual


12.6184


12.2462

Redemption

Amount (`̀̀̀/

NCD)

Repayment of the Face Value plus any interest that may have accrued

` 1,414.36 Repayment of the Face Value plus any interest that may have accrued


Reserved Individual

` 2,000.00

45


till the Redemption Date.

till the Redemption Date.

Portion (Category IV) - ` 1,802.03

For all other NCD Holders - ` 1,782.10

Put and Call

Option

None

Redemption

Date

Thirty six months and one day from the Deemed Date of Allotment

Sixty months from the Deemed Date of Allotment

For NCD Holders in Reserved Individual


the Deemed Date of

Allotment.


the Deemed Date of

Allotment.

Security Pari-Passu with other secured creditors of our Company having a first floating pari passu charge on the Standard Business Receivables of our Company and a first pari-passu charge over the identified immovable property to be charged as security in connection with the NCDs and priority over unsecured creditors, to the extent of at least 1.1 times of the amounts outstanding in respect of the NCDs at any time

Record Date 10 (ten) days prior to the date on which interest is due and payable, or the date of redemption, or as prescribed by the relevant stock exchange(s)

10 (ten) days prior to the date of redemption or as may be prescribed by the relevant stock exchange(s)

10 (ten) days prior to the date on which interest is due and payable, or the date of redemption, or as prescribed by the relevant stock exchange(s)

10 (ten) days prior to the the date of redemption or as may be prescribed by the relevant stock exchange(s)


Deemed Date

of Allotment

The Deemed Date of Allotment for the NCDs shall be the date of issue of the Allotment Advice/Regret or such date as may be determined by the Board of our Company and/or a duly authorized committee thereof and notified to the Stock Exchanges

Credit Rating

CARE “CARE AA-” for an amount upto ` 5,000 million

ICRA ‘[ICRA] AA-(negative)’ for an amount upto ` 5,000 million

Listing The NCDs offered through this Prospectus are proposed to be listed on NSE and BSE

Depositories NSDL & CDSL

46

SUMMARY FINANCIAL STATEMENTS

The following tables present an extract of the Summary Financial Information of our Company and the Summary Financial Information of our Subsidiary. The Summary Financial Information of our Company and the Summary Financial Information of our Subsidiary should be read in conjunction with the examination reports thereon issued by our Statutory Auditors and the Subsidiary Auditors and statement of significant accounting policies and notes to accounts on the Summary Financial Information of our Company and the Summary Financial Information of our Subsidiary contained in the section titled “Financial Information” beginning on page 153 of this Prospectus.

47

SUMMARY FINANCIAL INFORMATION OF OUR COMPANY

A. SUMMARY INFORMATION OF THE UNCONSOLIDATED ASSETS AND LIABILITIES OF OUR

COMPANY


Particulars As at March 31,

2012 2011 2010 2009 2008

EQUITY AND LIABILITIES

Shareholders' Funds

Share Capital Reserves and Surplus

2,312.39 18,493.26

1,733.22 14,368.11

1,703.22 12,953.53

1,199.07 2,794.82

1,199.07 2,334.43

Share Application Money

Pending Allotment

-

-

-

9,433.00

-

Non - Current Liabilities

Long - Term Borrowings 53,610.47 33,965.31 7,915.00 600.00 -

Deferred Tax Liability (net) - - 5.86 - -

Other Long Term Liabilities 19.06 26.07 3.12 2.81 -

Long - Term Provisions 634.83 344.04 82.61 6.22 2.11

Current Liabilities

Short - Term Borrowings 50,592.78 44,773.55 32,880.97 6,454.24 16,937.50

Trade Payables 463.27 10.09 129.98 156.18 27.28

Other Current Liabilities 23,669.62 14,974.38 4,770.01 1,026.41 601.15

Short - Term Provisions 1,758.72 271.74 142.59 107.62 107.44

TOTAL 151,554.40 110,466.51 60,586.89 21,780.37 21,208.98

ASSETS

Non - Current Assets

Fixed Assets

Tangible Assets (Net Block) 502.42 588.19 598.46 316.41 270.23

Intangible Assets (Net Block) 38.47 42.39 44.33 10.78 5.31

Capital Work - in - Progress 188.47 161.58 13.97 13.97 29.77

Non - Current Investments 3,177.72 1,571.59 588.25 881.72 238.22

Deferred Tax Asset (net) 265.99 81.52 - 16.16 3.39

Long - Term Loans and Advances 69,803.30 42,055.82 13,324.23 2,576.22 1,103.47

Other Non - Current Assets 1,604.82 293.87 169.60 - -

Current Assets

Current Investments 109.71 - 4,770.00 - 1,850.16

Inventories 2,856.32 4,853.36 6,858.36 - 9.40

Trade Receivables 431.12 1,812.48 3,822.15 963.22 219.66

Cash and Bank Balances 14,631.08 10,046.88 2,014.47 544.80 2,247.85

Short - Term Loans and Advances 57,558.93 48,519.01 28,127.31 16,180.69 15,176.58

Other Current Assets 386.05 439.82 255.76 276.40 54.94

TOTAL 151,554.40 110,466.51 60,586.89 21,780.37 21,208.98

48

B. SUMMARY INFORMATION OF THE UNCONSOLIDATED STATEMENT OF PROFIT AND LOSS

OF OUR COMPANY


Particulars For the year ended March 31,

2012 2011 2010 2009 2008

Revenue

Revenue from Operations 18,213.10 11,029.72 4,635.15 3,210.15 2,325.16

Other Income 374.06 601.42 726.50 336.65 268.45

Total Revenue 18,587.16 11,631.14 5,361.65 3,546.80 2,593.61

Expenses

Employee Benefit Expenses 1,084.80 1,075.43 692.33 445.43 185.86

Finance Costs 12,688.64 6,456.82 1,770.48 1,622.54 1,487.32

Depreciation and Amortization Expense 100.33 99.89 43.13 19.50 10.78

Other Expenses 2,760.20 2,237.39 1,436.85 773.10 363.78

Total Expenses 16,633.97 9,869.53 3,942.79 2,860.57 2,047.74

Profit Before Tax 1,953.19 1,761.61 1,418.86 686.23 545.87

Tax Expenses

Current Tax 745.29 664.40 368.62 234.72 195.18

Deferred Tax (184.47) (87.38) 22.02 (12.77) (9.85)

Taxes for earlier Years 14.14 36.84 - - 1.62

Fringe Benefit Tax - - - 3.89 1.91

Profit for the Year 1,378.23 1,147.75 1,028.22 460.39 357.01

Earnings Per Equity Share

Basic 7.75 6.66 6.56 3.84 3.71

Diluted

7.75 6.66 6.56 3.84 3.71

49

C. SUMMARY INFORMATION OF THE UNCONSOLIDATED STATEMENT OF CASH FLOW OF OUR

COMPANY

(`̀̀̀ in million) Particulars For the year ended March 31,

2012 2011 2010 2009 2008

A Cash Flow from Operating

Activities:

Net Profit Before Tax 1,953.19 1,761.61 1,418.86 686.23 545.87

Adjustments for: Depreciation and Amortization

Expense 100.33 99.89 43.13 19.50 10.78

Interest Expense 8,385.44 2,912.30 908.58 1,306.67 1,420.45 Interest Income * (155.37) (298.08) (103.09) (121.20) (59.92) Income from Investment – Dividend (6.33) (5.60) (10.10) (27.72) (4.90) Reversal of Diminution in value of

financial Assets

(5.46) - - - -

Provision for Diminution in the value of Investments

35.10 27.77 2.00 5.46 -

Discount on issue of Commercial Papers

4,067.27 3,390.59 752.58 254.47 4.16

(Profit)/Loss on Fixed Assets sold (Net)

18.75 19.58 (0.01) - 1.72

(Profit)/Loss on sale of Investments (89.71) (204.85) (498.19) (77.44) (59.97) Loans Written off 216.75 183.45 474.02 232.81 75.57 Provision for Bad and Doubtful

Loans and Advances (NPA)

602.88 372.60 93.32 59.63 33.42

Provision for Gratuity & Leave Encashment

2.49 (11.54) 16.03 8.77 4.40

Tax Deducted at Source on Operating Income (including Securities Transaction Tax)

(722.84) (489.10) (311.48) (255.87) (193.47)

Operating profit before working

capital changes

14,402.49 7,758.62 2,785.65 2,091.31 1,778.11

Adjustments for changes in working

capital :

- (Increase)/Decrease in Receivables 1,384.75 2,020.94 (2,858.72) (739.15) (156.31)

- (Increase)/Decrease in Stock in

Trade

1,997.01 2,005.03 (6,858.37) 9.40 (9.41)

- (Increase )/Decrease in Other

Receivables

(36,749.41) (49,396.51) (23,119.69) (2,837.82) (10,708.31)

- Increase/(Decrease) in Trade and Other Payables

396.82 1,192.18 601.06 189.72 71.12

Cash used in operations (18,568.34) (36,419.74) (29,450.07) (1,286.54) (9,024.80)

- Taxes Paid (Net of Tax Deducted at Source)

(29.92) (149.56) (122.84) (13.37) 5.16

Net cash generated from (used in)

Operations (A) (18,598.26) (36,569.30) (29,572.91) (1,299.91) (9,019.64)

B Cash Flow from Investing

Activities:

Purchase of Fixed Assets (52.93) (440.66) (312.78) (56.12) (253.89) Capital Work in Progress (27.08) (122.03) 18.56 (30.14) (31.32) Proceeds from Sale of Fixed Assets 14.99 270.07 5.09 0.06 16.17

50


2012 2011 2010 2009 2008

Proceeds from Sale of Investments # 92,191.49 252,647.87 471,024.23 76,449.34 122,886.04 Purchase of Investments (93,850.41) (248,656.36) (475,002.58) (75,165.24) (124,560.93) Interest Received (Revenue) 189.75 104.24 115.38 96.91 56.47 Dividend Received 6.33 5.60 18.50 19.32 4.90

Net Cash generated from (used in)

Investing Activities (B) (1,527.86) 3,808.73 (4,133.60) 1,314.13 (1,882.56)

C Cash Flow from Financing

Activities:

Proceeds from fresh issue of Equity Share Capital (including securities premium)

0.00 - 650.00 9,433.00 1,620.36

Proceeds from fresh issue of Preference Share Capital (including securities premium)

4,750.00 - - - -

Expenses for Issue of Preference Share Capital

(59.78) - - - -

Redemption of Preference Share Capital (including redemption premium)

(220.67) - - - -

Proceeds from Short term borrowings(Net)

(929.78) (334.81) 1,293.14 (682.01) (100.88)

Proceeds from Long term borrowings(Net)

19,993.36 34,531.61 9,975.00 - -

(Payments)/ Receipts from Inter Corporate Deposits/loans (Net)

(2,000.74) 2,904.64 (2,248.40) 1,597.00 653.10

Receipts from / (Payments to ) Debentures & Commercial papers (Net)

(2,877.14) (690.55) 27,255.48 (10,654.76) 12,590.84

Proceeds from Cash Credits (Net) 14,797.64 7,747.90 (392.93) 395.03 (900.00) Interest Paid (7,387.06) (2,981.56) (738.16) (1,749.17) (931.23) Dividend Paid (1.19) (259.98) (383.22) (48.17) (82.77) Dividend Tax Paid (43.37) - (65.13) (8.19) (13.45)

Net Cash generated from (used in)

Financing Activities (C) 26,021.27 40,917.25 35,345.78 (1,717.27) 12,835.97

Net Increase/(Decrease) in Cash & Cash Equivalents (A+B+C)

5,895.15

8,156.68

1,639.27

(1,703.05)

1,933.77

Cash and Cash Equivalents at the beginning of the Year

10,340.75 2,184.07 544.80 2,247.85 314.08

Cash and Cash Equivalents at the

end of the Year 16,235.90 10,340.75 2,184.07 544.80 2,247.85

Cash and Cash Equivalents at the

year-end comprises of

Cash and Cheques/Stamp papers in Hand

0.51 1.60 0.48 0.26 0.26

Fixed Deposits with Scheduled Banks 2,524.46 2,458.81 2,063.63 499.89 610.83 Balance with Scheduled Banks 13,710.93 7,880.34 119.96 44.65 1,636.76

16,235.90 10,340.75 2,184.07 544.80 2,247.85

* Interest income does not include interest from lending operation. # For Financial Year 2011-12, includes ` 24.58 million of refund of share application money. Figures in brackets indicate cash outgo/income.

51

SUMMARY FINANCIAL INFORMATION OF OUR SUBSIDIARY

D. SUMMARY INFORMATION OF THE UNCONSOLIDATED ASSETS AND LIABILITIES OF OUR

SUBSIDIARY


Particulars As At

March 31, 2012

As At

March 31, 2011


A) Shareholders' Funds

Share Capital 399.98 399.98

Reserves and Surplus 771.68 688.10

B) Non - Current Liabilities

Long - Term Borrowings

291.43 -

Other Long Term Liabilities 0.22 0.05

Long - Term Provisions 19.88 12.45

C) Current Liabilities

Short - Term Borrowings 1,188.30 1,211.00

Trade Payables 6.35 14.63

Other Current Liabilities 101.48 14.61

Short - Term Provisions 28.06 12.01

D) TOTAL (A+B+C) 2,807.38 2,352.83

ASSETS

E) Non - Current Assets

Fixed Assets

Tangible Assets 0.97 0.17

Intangible Assets 0.07 0.09

Deferred Tax Asset (Net) 15.48 8.13

Long - Term Loans and Advances 2,477.68 2,013.51

Other Non - Current Assets 0.34 1.60

F) Current Assets

Cash and Bank Balances 49.24 57.93

Short - Term Loans and Advances 262.27 270.54

Other Current Assets 1.33 0.86

G) TOTAL (E+F) 2,807.38 2,352.83

52

E. SUMMARY INFORMATION OF THE UNCONSOLIDATED STATEMENT OF PROFIT AND LOSS OF OUR

SUBSIDIARY


Particulars Year Ended

March 31,2012

Year Ended

March 31,2011

Revenue

Revenue from Operations 334.61 193.99

Other Income 13.87 8.33

Total Revenue 348.48 202.32

Expenses

Employee Benefits Expense 21.47 31.62

Finance Costs 172.77 48.28

Depreciation and Amortization Expense 0.14 0.04

Other Expenses 40.63 30.46

Total Expenses 235.01 110.40

Profit before Tax 113.47 91.92

Tax Expense

-Current Tax 36.85 29.27

-Deferred Tax (7.35) (4.43)

Taxes for earlier Years 0.40 (2.29)

Profit for the year 83.57 69.37

Earnings per Equity Share

Basic 2.09 1.73

Diluted 2.09 1.73

53

F. SUMMARY INFORMATION OF THE UNCONSOLIDATED STATEMENT OF CASH FLOW OF OUR

SUBSIDIARY


Particulars

Year Ended

March 31, 2012

Year Ended

March 31, 2011

A Cash Flow from Operating Activities: Profit Before Tax 113.47 91.92 Adjustments for: Depreciation 0.14 0.04 Provision against Standard Assets and Non-Performing Assets 29.96 15.43 Interest on Inter Corporate Loans 169.61 48.28 Interest on Term Loans 3.16 - Provision for Doubtful Assets- Rent Receivables - 0.13 Bad debts/Loans/Balances written off 0.02 0.18 Loss on Sale/Retirement of Fixed Assets (Net) 0.01 - Provision for Gratuity (0.15) (0.42) Provision for Leave Encashment (0.09) 0.26 Tax Deducted at Source on Operating Income - (0.26) Contingent Provisions on Standard Assets-Written back - (0.07) Provision against Non-Performing Assets written back for: -Doubtful Assets (Net) Housing Loans (0.87) - Non-Housing Loans (2.82) - General Provision for loan loss written back (Net) (2.70) - Interest Income on Fixed Deposits with Banks (1.76) (1.49) 194.51 62.08 Operating Profit before working capital changes 307.98 154.00 Adjustments for changes in working capital : -(Increase)/Decrease in Sundry Debtors (0.33) 0.60 -Increase in Current Liabilities 4.40 12.99 -(Increase) in Other current assets - (0.30) -(Increase) in Loans and Advances (458.75) (1,248.49) Cash used in Operations (146.70) (1,081.20) Taxes Paid (Net of Tax Deducted at Source) (34.31) (43.85) Net cash used in Operations (A) (181.01) (1,125.05)

B Cash Flow From Investing Activities:

Interest received 1.61 1.39 Proceeds from sale of long term Investments - 0.20 Purchase of fixed assets (0.93) (0.21) Net Cash generated from Investing Activities (B) 0.68 1.38

C Cash Flow from financing activities:

Secured loans-Bank Overdraft (Net) (61.35) 35.61 Term Loans from Banks 340.00 - Interest paid on Term Loans from Banks (0.10) - Inter Corporate Loans (Net) 38.65 1,138.15 Interest paid on Inter Corporate Loans (146.82) (39.71) Net Cash generated from Financial Activities ( C ) 170.38 1,134.05 Net Increase in Cash and Cash Equivalents (A+B+C) (9.95) 10.38

54


Particulars

Year Ended

March 31, 2012

Year Ended

March 31, 2011

Cash and Cash Equivalents at the beginning of the Year 59.19 48.81

Cash and Cash Equivalents at the end of the Year 49.24 59.19

(9.95) 10.38

Cash and Cash Equivalents at the end of the Year Comprises of

Cash in Hand 0.01 0.02

Fixed Deposits with Scheduled Banks 21.08 21.43

Balances with Scheduled Banks 28.15 37.74

Total 49.24 59.19

Notes:-

1. The above Cash Flow Statement has been prepared under the indirect method set out in Accounting Standard (AS)-3

2. Figures in brackets indicate cash outgo/income 3. Previous Year's figures have been regrouped, rearranged and reclassified wherever necessary to conform to

the current year's

55

CAPITAL STRUCTURE

Details of share capital

The share capital of our Company as at date of this Prospectus is set forth below:

Share Capital (`̀̀̀ in millions)

AUTHORISED SHARE CAPITAL

190,833,400 Equity Shares of ` 10/- each 1,908.33

12,500,000 Non Convertible Cumulative Redeemable Preference Shares of ` 10/- each 125.00

46,666,600 Compulsorily Convertible Preference Shares of `10/- each 466.67

TOTAL 2,500.00

ISSUED, SUBSCRIBED AND PAID –UP SHARE CAPITAL

173,322,187 Equity Shares of ` 10/- each 1,733.22

10,625,000 Non Convertible Cumulative Redeemable Preference Shares of ` 10/- each 106.25

46,666,600 Compulsorily Convertible Preference Shares of `10/- each 466.66

TOTAL 2,306.13

Changes in the authorised capital of our Company as on the date of this Prospectus:

Sr.

No.

Date of Relevant

Shareholders’

Resolution

Alteration

1. March 31, 1996 Increase in authorised share capital from ` 100,000 divided into 10,000 Equity Shares of ` 10/- each to ` 2,500,000/- divided into 250,000 Equity shares of ` 10 each

2. September 15, 2004 Increase in authorised share capital from ` 2,500,000 divided into 250,000 Equity shares of ` 10 each to ` 20,000,000 divided into 2,000,000 Equity shares of ` 10 each

3. September 23, 2005 Increase in authorised share capital from ` 20,000,000 divided into 2,000,000 Equity shares of ` 10 each to ` 50,000,000 divided into 5,000,000 Equity shares of ` 10 each

4. February 2, 2006 Increase in authorised share capital from ` 50,000,000 divided into 5,000,000 Equity shares of ` 10 each to ` 550,000,000 divided into 5,000,000 Equity shares of ` 10 each and 50,000,000 Cumulative Redeemable Preference Shares of ` 10 each

5. March 22, 2006 Alteration of authorised share capital from ` 550,000,000 divided into 50,000,000 Cumulative Shares of ` 10 each and 5,000,000 Equity Shares of ` 10 each, to ` 550,000,000 divided into 25,000,000 Equity Shares of ` 10 each and 30,000,000 Cumulative Redeemable Preference Shares of ` 10 each by cancellation of un-issued 20,000,000 Cumulative Redeemable Preference Shares of ` 10 each and by creation of 20,000,000 Equity shares of ` 10 each in lieu thereof

6. December 2, 2006 Increase in authorised share capital from ` 550,000,000 divided into 25,000,000 Equity shares of ` 10 and 30,000,000 Cumulative Redeemable Preference Shares of ` 10 each to ` 900,000,000 divided into 60,000,000 equity shares of ` 10 each and 30,000,000 Cumulative Redeemable Preference Shares of ` 10 each

7. December 30, 2006 Alteration of authorised share capital from ` 900,000,000 divided into 30,000,000 Cumulative Redeemable Preference Shares of ` 10 each and 60,000,000 Equity Shares of ` 10 each, to ` 900,000,000 divided into 90,000,000 Equity Shares of ` 10 each by cancellation of un-issued 30,000,000 Cumulative Redeemable Preference Shares of ` 10 each by creation of 30,000,000 Equity shares of ` 10 each in lieu thereof

8. October 22, 2007 Increase in authorised share capital from ` 900,000,000 divided into 90,000,000 Equity shares of ` 10 each to ` 1,500,000,000 divided into 150,000,000 Equity shares of ` 10 each

56

Sr.

No.

Date of Relevant

Shareholders’

Resolution

Alteration

9. December 1, 2008 Increase in authorised share capital from ` 1,500,000,000 divided into 150,000,000 Equity shares ` 10 each to ` 2,500,000,000 divided into 250,000,000 Equity shares of ` 10 each

10. June 30, 2011 Reclassification of authorised share capital of our Company of ` 2,500,000,000 divided into 250,000,000 Equity Shares of ` 10 each into 237,500,000 Equity Shares of ` 10 each and 12,500,000 Non Convertible Cumulative Redeemable Preference Shares of ` 10 each

11. November 12, 2011 Reclassification of authorized share capital of the Company : ` 25,00,000,000, divided into 217,500,000 Equity Shares of `10 each and 12,500,000 Non-Convertible Cumulative Redeemable Preference Shares of `10 each and 20,000,000 Compulsorily Convertible Preference Shares of ` 10 each, by way of cancellation of 20,000,000 un-issued Equity Shares of `10 each and creation of 20,000,000 Compulsorily Convertible Preference Shares of ` 10 each in lieu thereof.

12. January 23, 2012 Reclassification of authorised share capital of our Company of `2,500,000,000 divided into 190,833,400 equity shares of `10 each and 12,500,000 Non-Convertible Cumulative Redeemable Preference Shares of ` 10 each and 46,666,600 Compulsorily Convertible Preference Shares of ` 10 each, by way of cancellation of 26,666,600 un-issued equity shares of ` 10 each and creation of 26,666,600 Compulsorily Convertible Preference Shares of `10 each, in lieu thereof.

Share Capital History of our Company 1. The following is the history of the Equity Share capital of our Company:

Date of Allotment Number of shares allotted Face Value

(`̀̀̀)

Premium at

which issued (`̀̀̀)

Cumulative Paid-Up

Capital (`)

January 6, 1995 20 10 0.00 200

October 14, 1997 150,000 10 0.00 1,500,200

November 25, 1997 50,000 10 0.00 2,000,200

November 5, 1999 49,980 10 0.00 2,500,000

September 29, 2004 1,750,000 10 0.00 20,000,000

September 30, 2005 3,000,000 10 0.00 50,000,000

March 28, 2006 20,000,000 10 0.00 250,000,000

December 12, 2006 12,500,000 10 10.00 375,000,000

December 30, 2006 50,000,000 10 10.00 875,000,000

November 05, 2007 12,121,760 10 40.00 996,217,600

November 19, 2007 10,695,377 10 40.00 1,103,171,370

March 31, 2008 9,590,000 10 40.00 1,199,071,370

July 1, 2009 47,165,000 10 190.00 1,670,721,370

July 23, 2009 2,000,000 10 190.00 1,690,721,370

March 8, 2010 1,250,000 10 190.00 1,703,221,370

July 23, 2010 3,000,000 10 190.00 1,733,221,370

December 28, 2011 30 10 90.00 1,733,221,670

January 27, 2012 20 10 90.00 1,733,221,870

Total 173,322,187 1,733,221,870

2. The following is the history of the Non Convertible Cumulative Redeemable Preference Share capital of our

Company:

Date of

Allotment/Redemption

Number of shares allotted /

(Redeemed)

Face Value

(`̀̀̀)

Premium at

which issued (`)(`)(`)(`) Cumulative Paid-up

Capital (`̀̀̀)

57

Date of

Allotment/Redemption

Number of shares allotted /

(Redeemed)

Face Value

(`̀̀̀)

Premium at


Capital (`̀̀̀)

March 28, 2006 25,000,000 10 0.00 250,000,000

December 12, 2006 (25,000,000) NA NA Nil

August 9, 2011 12,500,000 10 90.00 125,000,000

December 30, 2011 (625,000) NA NA 118,750,000

March 30, 2012 (625,000) NA NA 112,500,000

June 29, 2012 (625,000) NA NA 106,250,000

Total 10,625,000 106,250,000

3. The following is the history of the Compulsorily Convertible Preference Share capital of our Company:

Date of Allotment Number of shares allotted Face Value

(`̀̀̀)

Premium at


Capital (`̀̀̀)

December 28, 2011 19,999,960 10 65.00 199,999,600

January 27, 2012 26,666,640 10 65.00 466,666,000

Total 46,666,600 466,666,000

Shareholding Pattern of our Company as on August 31, 2012:

Category of

Shareholder

Number

of

shareholde

rs

Total number

of Equity

Shares

Number of

shares held in

dematerialized

form

Total shareholding as a

% of total number of

Equity Shares

Shares pledged or

otherwise encumbered

% of

shares

(A+B)

% of shares

(A+B+C)

Number of

shares

As a % of

total

number of

equity

shares

(A) Shareholding of

Promoter and

Promoter Group

(1) Indian

Individuals/Hindu Undivided Family

0 0 0 0.00 0.00 0 0.00

Central Government/State Government(s)

0 0 0 0.00 0.00 0 0.00

Bodies Corporate* 1 173,322,137 173,322,137 More than 99.99

More than 99.99

0 0.00

Financial Institutions/Banks

0 0 0 0.00 0.00 0 0.00

Any Other 0 0 0 0.00 0.00 0 0.00

Sub-Total (A) (1) 1 173,322,137 173,322,137 More

than

99.99

More than

99.99

0 0.00

(2) Foreign

Individuals (Non-Resident Individuals/Foreign Individuals)

0 0 0 0.00 0.00 0 0.00

Bodies Corporate 0 0 0 0.00 0.00 0 0.00

Institutions/FII 0 0 0 0.00 0.00 0 0.00

Any Other 0 0 0 0.00 0.00 0 0.00

Sub-Total (A) (2) 0 0 0 0.00 0.00 0 0.00

Total Shareholding of

Promoter and

Promoter Group (A) =

(A)(1)+(A)(2)

1 173,322,137 173,322,137 More

than

99.99

More than

99.99

0 0.00

(B) Public

58

Category of

Shareholder

Number

of

shareholde

rs

Total number

of Equity

Shares

Number of

shares held in

dematerialized

form

Total shareholding as a

% of total number of

Equity Shares

Shares pledged or

otherwise encumbered

% of

shares

(A+B)

% of shares

(A+B+C)

Number of

shares

As a % of

total

number of

equity

shares

Shareholding

(1) Institutions

Mutual Funds/ UTI 0 0 0 0.00 0.00 0 0.00

Financial Institutions / Banks

0 0 0 0.00 0.00 0 0.00

Central Government/State Government(s)

0 0 0 0.00 0.00 0 0.00

Venture Capital Fund 0 0 0 0.00 0.00 0 0.00

Insurance Companies 0 0 0 0.00 0.00 0 0.00

Foreign Institutional Investors

0 0 0 0.00 0.00 0 0.00

Foreign Venture Capital Investor

0 0 0 0.00 0.00 0 0.00

Any other 2 50 50 Negligible

Negligible 0 Negligible

Sub-Total (B)(1) 2 50 50 Negligible

Negligible 0 Negligible

Non-institutions


Individuals 0 0 0 0.00 0.00 0 0.00

Individual shareholders holding nominal share capital up to ` 0.1 million

0 0 0 0.00 0.00 0 0.00

Individual shareholders holding nominal share capital in excess of ` 0.1 million

0 0 0 0.00 0.00 0 0.00

Any other 0 0 0 0.00 0.00 0 0.00

Non Resident Indians 0 0 0 0.00 0.00 0 0.00

Trust 0 0 0 0.00 0.00 0 0.00

Clearing Members 0 0 0 0.00 0.00 0 0.00

Overseas Corporate Bodies

0 0 0 0.00 0.00 0 0.00

Any Other Total 0 0 0 0.00 0.00 0 0.00

Sub-Total (B) (2) 0 0 0 0.00 0.00 0 0.00

Total Public

Shareholding (B) =

(B)(1)+(B)(2)

0 0 0 0.00 0.00 0 0.00

Total (A) + (B) 3 173,322,187 173,322,187 100.00 100.00 0 0.00

(C) Shares held by

Custodians and against

which Depository

Receipts have been

issued

0 0 0 0.00 0.00 0 0.00

Promoter and Promoter Group

0 0 0 0.00 0.00 0 0.00

Public 0 0 0 0.00 0.00 0 0.00

Total C=C1+C2 0 0 0 0.00 0.00 0 0.00

Grand Total

(A)+(B)+(C)

3 173,322,187 173,322,187 100.00 100.00 0 0.00

*600 Equity Shares are held by the Individuals who are nominees of REL, our Corporate Promoter

59

List of holders of Equity Shares of our Company as on August 31, 2012:

Sr.

No.

Name of shareholder Address Total Number

of Equity

Shares held

Percentage

Holding

(%)

1. Religare Enterprises Limited

D3, P3B, District Centre, Saket, New Delhi 110017

173,321,537 More than 99.99

2. Malvinder Mohan Singh*

1A Lady Hill Road # 03-01 Shangri – LA Residences, Singapore 258685

100 Negligible

3. Shivinder Mohan Singh* 1, Rajesh Pilot Lane, New Delhi – 110011 100 Negligible

4. Japna Malvinder Singh* 1, Rajesh Pilot Lane, New Delhi – 110011 100 Negligible

5. Aditi Shivinder Singh * 1, Rajesh Pilot Lane, New Delhi – 110011 100 Negligible

6. Gurkirat Singh Dhillon* Dera Baba Jaimal Singh, Beas, Amritsar(Punjab)

100 Negligible

7. Gurpreet Singh Dhillon* Dera Baba Jaimal Singh, Beas, Amritsar(Punjab)

100 Negligible

8. Avigo PE Investments Limited, Mauritius

355, NeXTeracom Tower 1, 3rd Floor, Cybercity, Ebene, Mauritius

30 Negligible

9. NYLIM Jacob Ballas India Fund III, LLC, Mauritius

IFS Court, Twenty Eight, Cybercity, Ebene, Mauritius

20 Negligible

Total 173,322,187 100.00

*Nominee of Religare Enterprises Limited.

List of holders of Preference Shares of our Company as on August 31, 2012:

1. List of holders of Non Convertible Cumulative Redeemable Preference Shares, as on August 31, 2012:

Sr.

No.


of Preference

Shares held

Percentage

Holding

(%)

1. ICICI Bank Limited ICICI Bank Towers, NBCC Place, Bhishma Pitamah Marg, Pragati Vihar, New Delhi – 110003

10,625,000 100.00

Total 10,625,000 100.00

2. List of top holders of Compulsorily Convertible Preference Shares, as on August 31, 2012:

Sr.

No.


of Preference

Shares held

Percentage

Holding

(%)

1. Avigo PE Investments Limited, Mauritius

355, NeXTeracom Tower 1, 3rd Floor, Cybercity, Ebene, Mauritius

19,999,960 42.86

2. NYLIM Jacob Ballas India Fund III, LLC , Mauritius

IFS Court, Twenty Eight, Cybercity, Ebene, Mauritius

26,666,640 57.14

Total 46,666,600 100.00

List of top ten holders of debt instruments, as on August 31, 2012:

1. List of holders of commercial paper (`̀̀̀ 29,895.96 million), as on August 31, 2012:

Sr.

No.

Name of holder Address No. of

commercial

papers

60

Sr.

No.


commercial

papers

1. Deutsche Mutual Fund

Deutsche Mutual Fund, 2nd Floor, 222 Kodak House, Dr. D. N. Road, Fort, Mumbai 400001

7,770

2. Reliance Mutual Fund

Reliance Mutual Fund, One India Bull Centre, Tower 1, 11th Floor,Senapati Bapat Marg, Elphinston Station (W) Mumbai 400013

6,000

3. ICICI Prudential Mutual Fund

17, ICICI Prudential Mutual Fund, 8th Floor, Peninsula Tower, Peninsula Corporate Parkganpat Rao Kadam Marg Off Senapati Bapat Marg, Lower Parel Mumbai 400013

6,000

4. IDFC Limited Infrastructure Development Finance Company Limited, Naman Chambers, C-32, G-Block, Bandra-Kurla Complex, Bandra (E), MUMBAI 400051

3,500

5. Axis Mutual Fund Axis Asset Management Company Limited, Axis House, 1st Floor, Bombay Dyeing Mill Compound, Pandurang Budhkar Marg, Worli, Mumbai - 400025

3,000

6. IDBI Mutual Fund IDBI Asset Management Limited, 5th Floor, Mafatlal Centre, Vidhan Bhavan Marg, Nariman Point, Mumbai- 400021

3,000

7. UTI Mutual Fund UTI Mutual Fund, UTI Tower , “GN” Block Bandra Kurla Complex, Bandra (East), Mumbai – 400051

2.500

8. Peerless Mutual Fund

Peerless Mutual Fund, Peerless Funds Management Company Limited, Ground Floor, Churchgate Chambers, Sir Vithaldas Thackersay Marg,New Marine Lines, Churchgate, Mumbai

2,500

9. DSP Merill Lynch Capital Limited

DSP Merill Lynch Capital Limited, 12th Floor, Mafatlal Center, Nariman Point, Mumbai-400021

2,000

10. ICICI Prudential Life Insurance Company Limited

ICICI Prudential Life Insurance Company Limited, I-Pru Life Tower 1089, Appa Saheb Marathe Marg, Mumbai-400025

2,000

11. Axis Bank Limited Axis Bank Limited, Treasury Operations (SLR & Money Market) 4th Floor, Axis House, Bombay Dyeing Mills Compound, Pandurang Budhkar Marg, Worli, Mumbai – 400 025

2,000

2. List of holders of Secured Non-Convertible Debentures issued on a private placement basis (Series II – Non -

Convertible Debentures) (`̀̀̀ 670 million) of face value of `̀̀̀ 1,000,000 per debenture, as on August 31, 2012:

Sr.

No.


debentures

1. Standard Chartered Bank (Mauritius) Limited

Crescenzo, 3rd Floor, C-38/39,G-Block, Bandra Kurla Complex, Bandra (East), Mumbai 400 051

670

3. List of top ten holders of Secured Non-Convertible Debentures issued on a private placement basis (Series IV – Non

- Convertible Debentures) (`̀̀̀ 1,530 million) of face value of `̀̀̀ 1,000,000 per debenture, as on August 31, 2012:

Sr.

No.


debentures

1. SBI Pension Fund No. 32, 3rd floor Maker Chambers – III, Nariman Point, Mumbai – 400021

3,030

2. Bank of Baroda Specialized Integrated Treasury Branch Kalpataru Heritage Building 6th Floor.Nanik Motwane Marg Mumbai – 400023

2,500

3. Union Bank of India

Treasury Branch, Union Bank of Indian Bhawan, 5th Floor, 239, Vidhan Bhawan Marg, Nariman Point, Mumbai - 400 021

2,500

4. Syndicate Bank(*) F I M Department Maker Towers E II Floor, Cuffe Parade, Colaba, Mumbai – 400005

200

5. Corporation Bank 15 Mittal Chambers 1st Floor, Nariman Point Mumbai – 400021 1,500

61

Sr.

No.


debentures

6. Allahabad Bank Allahabad Bank Building, 3rd Floor, 37 Mumbai Samachar Marg, Fort, Mumbai – 400023

1,000

7. Oriental Bank of Commerce

A 30 33 A Block Ist Floor, Connaught Place, New Delhi 110001 1,000

8. LIC Pension Fund Yogakshema, East Wing, 7th Floor, Jeevan Bima Marg, Mumbai – 400021

800

9. Air- India Employees Provident Fund

Finance Building, 1st Floor, Old Air Port, Kalina, Santacruz, Mumbai - 400 029

500

10. Karnataka Vikas Grameena Bank

Head Office Belgum Road, Dharwad, Karnataka – 580008 200

(*) Debentures were issued for a Face Value of ` 1,000,000 each. For all other Debentureholders, the Debentures issued are in the form of Separately Transferable Redeemable Principle Parts (STRPPS) of Face Value ` 1,00,000 each.

4. List of holders of Secured Redeemable Non Convertible Debentures (Series XIII) of face value of ` ` ` ` 1,000,000 each

on a private placement basis (`̀̀̀ 1,000 million) as on August 31, 2012:

Sr.

No.


debentures


Deutsche Bank AG, DB House, Hazarimal Somani Marg, Post Box No. 1142, Fort, Mumbai – 400001

1,000

5. List of holders of Secured Redeemable Non Convertible Debentures (Series XVII) of face value of `̀̀̀ 1,000,000 each

on a private placement basis (`̀̀̀ 10 million) as on August 31, 2012:

Sr.

No.


debentures

1. Thomas Meenathathil Thomas

32, Kasturba Cross Road, Bangalore – 560001 3

2. Dhampur Sugar Mills Provident Fund

Dhampur Sugar Mills Ltd., Dhampur,Distt. Bijnor, UP. –246761 2

3. R Durgananda Sarma

Ram-Nath & Co. Pvt Ltd., 1-8-156/160, Plot No. 10, Prenderghast Road, Secunderabad –500003

1

4. Shrinivas Rao Unit No. 31B, Raheja Chambers No. 12, Museum Road, Bangalore –560001

1

5. Ashok Kumar Ladha

204, Eastern Bldg, 19, R N Mookherjee Road, Kolkata–700001 1

6. Srinivasavaradhan Tirumalai Echambadi

B 249, First Floor, Greater Kailash Part-I, New Delhi – 110048

1

7. Jatinder Grover

415, Kailash Tower II, East of Kailash, New Delhi –110065 1

6. List of holders of Secured Redeemable Non Convertible Debentures (Series XIX) of face value of ` ` ` ` 1,000,000 each


Sr.

No.


debentures

1. ICICI Bank Limited

Treasury Middle Office Group, 2nd Floor, North Tower, East Wing, ICICI Bank Tower, BKC, Bandra ( East), Mumbai – 400051

3,000

62

7. List of holders of Secured Redeemable Non Convertible Debentures (Series XX) of face value of ` ` ` ` 1,000,000 each


Sr.

No.


debentures

1. Standard Chartered Bank (Mauritius) Limited – Debt

Standard Chartered Bank, Crescenzo, 3rd Floor, C-38 / 39, G Block, Bandra Kurla Complex, Bandra ( E), Mumbai – 400051

950


Deutsche Bank AG, Domestic Custody Services, DB House, Hazarimal Somani Marg, Fort, Mumbai – 400001

350

3. Peerless Mutual Fund

HDFC Bank Limited, Custory Services, Lodha - 1, Think Techno Campus, Building - Alpha, 8th Floor, Kanjur Marg, ( E), Mumbai – 400042

50

8. List of holders of Secured Redeemable Non Convertible Debentures (Series XXI) of face value of ` ` ` ` 1,000,000 each


Sr.

No.


debentures

1. Standard Chartered Bank (Mauritius) Limited – Debt

Standard Chartered Bank, Crescenzo, 3rd Floor, C-38 / 39, G Block, Bandra Kurla Complex, Bandra ( E), Mumbai – 400051

950

2. RHC Holding Private Limited

55, Hanuman Road, Connaught Place, New Delhi –110001 400

9. List of holders of Secured Redeemable Non Convertible Debentures (Series XXII) of face value of ` ` ` ` 1,000,000 each

on a private placement basis (`̀̀̀ 650 million) as on August 31, 2012:

Sr.

No.


debentures


Deutsche Bank AG, DB House, Hazarimal Somani Marg, Post Box No. 1142, Fort, Mumbai –400001

650

10. List of holders of Secured Redeemable Non Convertible Debentures (Series XXIII) of face value of ` ` ` ` 1,000,000 each on a private placement basis (`̀̀̀ 250 million) as on August 31, 2012:

Sr.

No.


debentures

1. Pramerica Mutual Fund

Citibank N.A., (Custody Services),Trent House, 3rd Floor, G-60, Bandra Kurla Complex, Bandra ( E), Mumbai –400051

250

11. List of holders of Secured Redeemable Non Convertible Debentures (Series XXV) of face value of ` ` ` ` 1,000,000

each on a private placement basis (`̀̀̀ 377.20 million) as on August 31, 2012:

Sr.

No.


debentures

1. Religare Asset Management Company Limited

PMS Account, 3rd Flr Gys Infinity Paranjpe B Sch, Subhash Rd Vile Parle East, Mumbai –400057

3,772

12. List of holders of Secured Redeemable Non Convertible Debentures (Series XXVI) of face value of ` ` ` ` 1,000,000

each on a private placement basis (`̀̀̀ 500 million) as on August 31, 2012:

Sr.

No.


debentures

63

Sr.

No.


debentures

1. The J&K Bank Limited

Investment Department (DEBT) 5th Floor, Merchant Chambers 41, New Marine Lines, Mumbai - 400020

500

13. List of top ten holders of secured redeemable non convertible debentures (Series XXVIII) of face value of ` ` ` ` 1,000,000 each on a private placement basis (`̀̀̀ 500 million) as on August 31, 2012

Sr. No. Name of holder Address No. of

Debentures

1. Oriental Bank Of Commerce

Plot No.5, Institutional Area,Sector - 32, Gurgaon, Haryana - 122001 500

14. List of holders of Secured Redeemable Non-Convertible Debentures (Option I Category 1) of face value of ` ` ` ` 1,000

each pursuant to the Fiscal 2012 Public Issue (`̀̀̀225.80 million) as on August 31, 2012:

Sr.

No.


debentures

1. Dena Bank Employee' s Pension Fund

Sharda Bhavan, 1st Floor, Near Mithibai College, V.M. Marg,Juhu Vile Parle, Mumbai – 400056

100,000

2. Aegon Religare Life Insurance Company Limited

Citibank N A, Custody Services, 3rd Floor, Trent House, G Block, Plot No. 60, Bkc, Bandra – East, Mumbai – 400098

75,000

3. LIC Pension Fund Scheme

C/O LIC Pension Fund Limited, Yogakshema, East Wing, 7th Floor Jeevan Bima Marg, Mumbai – 400021

50,000

4. Orient Ceramics Provident Fund Institution

Iris House 16 Business Centre, Nangal Raya, New Delhi – 110046 800

15. List of top ten holders of Secured Redeemable Non-Convertible Debentures (Option I Category 2) of face value of

`̀̀̀ 1,000 each pursuant to the Fiscal 2012 Public Issue (`̀̀̀ 1,254.71 million) as on August 31, 2012:

Sr.

No.


debentures

1. Addax Trading Private Limited

19, Nehru Place, New Delhi –110019 110,000

2. Ruchi Soya Industries Limited

301 Mahakosh House, 7/5 South Tuko Ganjnath Mandir Rd, Indore - 452001

110,000

3. Vimala Lal C 116 2nd Floor, Anand Niketan, New Delhi – 110021

100,000

4. Malvinder Mohan Singh

1, South End Lane New Delhi – 110011

85,000

5. Shivinder Mohan Singh

1 South End Lane New Delhi – 110011

60,000

6. Uniways Agri Commodities Private Limited

Chamber No 303 Plot No 239 Sunny Palace Near Surendra Vilas Zone I M P Nagar, Bhopal – 462011

54,030

7. Moonstar Securities Trading And Finance Company Private Limited

20 4th Floor International Trade Tower C Block Nehru Place New Delhi – 110019

50,000

8. Religare Mutual DB House, Hazarimal Somani Marg, Post Box No. 1142, Fort, 50,000

64

Sr.

No.


debentures

Fund Mumbai –400 001

9. RHC Holding Pvt. Ltd.

55, Hanuman Road, Connaught Place, New Delhi – 110001 50,000

10. Hopeful Tradelink Private Limited

Room No. 11, First Floor, Vaibhav Plaza, No. 4, Lee Road, Kolkata –700020

50,000

16. List of top ten holders of Secured Redeemable Non-Convertible Debentures (Option I Category 3) of face value of


Sr.

No.


debentures

1. Sunrise Industrial Traders Limited

503 Commerce House, 140 Nagindas Master Road Fort, Mumbai –400023

10,000

2. Dhanesh Baldev Raheja

401, Sublaxmi Building, 4 Th Floor, Plot No 235 12 Th Road, Khar (West),Mumbai –400052

7,500

3. Rajesh Ranavat Flat A 15/F Tower 3, 11 Wan Hoi Street Harbourfront, Hung Hom Kowloon, Hong Kong –111111

5,000

4. Sanjay Kumar Maheshka

1001 10th Floor, Lodha Grandeur, Sayani Road Prabhadevi, Mumbai Maharashtra - 400025

2,500

5. Pradeep Pasari 4596/7, Mahavir Niwas, 2nd Floor, 11, Darya Ganj, New Delhi –110002

2,500

6. Darshan Vasantlal Mehta

Shreeji Nivas - Shreeji Sadan, Behind H L Commerce College, Opp Bank Of Baroda, Navrangpura, Ahmedabad (Gujarat) –380009

2,320

7. Anand Kumar Gadodia

B 308 Kalpatru Classic, Chincholi Bunder Road, Off Sv Road Malad West, Mumbai – 400064

2,040

8. Bow Tech Private Limited

C 2/38, Sda Hauz Khas, New Delhi –110016 2,020

9. Aristocrat Finance And Leasing Company Private Limited

7D Lands End, 29d Doongersi Road, Malabar Hill, Mumbai – 400006

2,000

10. Rajma Holding Private Limited

21 / E, B.R.B. Baus Road, 3rd Floor, Room No. B Calcutta –700001

1,920

17. List of top ten holders of Secured Redeemable Non-Convertible Debentures (Option II Category 1) of face value of


Sr.

No.


debentures

1. Yes Bank Limited

2nd Floor, Tiecicon House, Dr E Moses Road Opp Famous Studio, Mahalaxmi, Mumbai – 400011

1,000,000

2. Bank Of Baroda DGM, Bank Of Baroda, Specialized Integrated Treasury Br.Bst,4th And 5th Floor,C-34 G-Block Bandra Kurla Complex,Mumbai – 400051

250,000

3. Oriental Bank Of Commerce

Plot No.5, Institutional Area, Sector - 32, Gurgaon, Haryana –122001 250,000

4. Bank Of India

Treasury Branch, Head Office,Star House,7th Floor C-5,'G'block,Bandra Kurla Complex, Bandra(East)Mumbai. – 400051

250,000

5. Axis Bank Limited

Treasury Ops Non Slr Desk Corp Off, Axis House Level 4 South Blk Wadia, International Centre P B Marg Worli, Mumbai –400025

250,000

6. HDFC Bank Limited

HDFC Bank Ltd, Custody Services, Lodha - I Think Techno Campus, Off Flr 8, Next to Kanjurmarg Station, Kanjurmarg East Mumbai – 400042

200,000

65

Sr.

No.


debentures

7. Central Bank Of India

Central Bank Of India, Treasury Department, Chandramukhi Building,Nariman Point, Mumbai – 400021

150,000

8. Union Bank Of India

C/O. ILFS, ILFS House,Plot No.14, Raheja Vihar,Chandivali, Andheri (E), Mumbai –400072

150,000

9. Indusind Bank Limited Treasury Dept

Indusind House, Fourth Floor 425, D.B. Marg, Opera House Mumbai. – 400004

150,000

10. United Technical Consultants Provident Fund

Unitech Limited Unitech House, L Block South City 1 Gurgaon –122001

1,000



Sr.

No.


debentures

1. Hero Motocorp Ltd 34, Basant Lok, Vasant Vihar, New Delhi –110057 300,000

2. The Ratnakar Bank Limited

Shri Shahu Market Yard, Kolhapur – 416005 250,000

3. Housing Development Finance Corporation Limited

Hdfc Bank Ltd, Custody Services Lodha - I Think Techno Campus Off Flr 8, Next To Kanjurmarg Station Kanjurmarg East Mumbai – 400042

100,000

4. The J And K Bank Ltd.

Investment Department (Debt), 5th Floor, Merchant Chambers, 41, New Marine Lines,Mumbai –400020

50,000

5. Vardhman Acrylics Limited

Hdfc Bank Ltd, Custody Services, Lodha - I Think Techno Campus, Off Flr 8, Next To Kanjurmarg Station Kanjurmarg East Mumbai – 400042

50,000

6. Alkem Laboratories Limited

Alkem House, Devashish, Adjs To Matulya House, S.B.Marg, Lower Parel, Mumbai –400013

50,000

7. VTL Investments Ltd

HDFC Bank Ltd, Custody Services,Lodha - I Think Techno Campus Off Flr 8, Next To Kanjurmarg Stn, Kanjurmarg East Mumbai – 400042

50,000

8. Aishwarya K Rai B 973/2 12th Floor La Mer, Mistry Park Chandiwala Compoun Kadeshwari Mandir Rd Bandra W, Mumbai – 400050.

45,000

9. Ashrit Holdings Limited

A-25,Midc Street No 3, Opp E.S.I.S. Hospital, Andheri (E), Mumbai –400093

30,000

10. Satish Gujral 16, Feroz Gandhi Road,New Delhi110024 20,000

11. Surinder Singh Atwal

A 18, Niti Bagh, New Delhi-110049 20,000

12. Rajinder Kumar B-5/116, Safdar Jang Enclave, New Delhi-110029 20,000

13. Ajay Bahl 3 Malcha Marg, Diplomatic Enclave, New Delhi-110021 20,000


`̀̀̀ 1,000 each pursuant to the Fiscal 2012 Public Issue (`̀̀̀ 720.32 million) as on August 31, 2012:

Sr.

No.


debentures

1. Sanjay Kumar Nathani

G 4 Farishta Complex, G E Road, Raipur – 492001 3,800

66

Sr.

No.


debentures

2. Geeta Devi Jajoo 4 Ka 3, Jawahar Nagar, Jaipur – 302004 3,000

3. Shree Vihar Housing And Developers Private Limited

No 5 8th Flr Room No O, Clive Row, Kolkata –700001

2,000

4. Sweety Tushar Gundecha

C/O Ramesh N Munot Basant, Plot No. 6/7 Opp Chandan Estate, Manik Nagar Station Road Ahmednagar – 414001

2,000

5. Pooja Kathuria V/3 Sacred Heart Town, Wanwadi, Pune - 411040 1,200

6. Joginder Singh

Hno L-3 Abadi O.A Quarters, Vill Dera Baba Jaimal Singh, Teh Baba Bakala District, Amritsar – 143204.

995

7. Balwinder Pal Singh

1138, Phase Ii,Urban Estate Jamalpur, Ludhiana – 141001 950

8. Harsha A Kapadia Rupal Town Houses 27 Nutan Laxmi Soc, 9th Road Jvpd Scheme, Mumbai –400049

920

9. Naresh Verma Aspire 1/402, Supertech Emerald Court, Sector 93A, Noida –201301

900

10. Heman Hariram Ambwani

7 Topaz Nayan Sagar, Opp Village Kalher Thane Bhiwa, Thane –421302

830

20. List of top ten holders of Unsecured Non Convertible Subordinated Debentures (Series V) of face value of

` ` ` ` 1,000,000 each on a private placement basis (`̀̀̀ 800 million) as on August 31, 2012:

Sr.

No.


debentures

1. RHC Finance Limited

55, Hanuman Road, Connaught Place, New Delhi–110001 411

2. Provident Fund of the UTI Bank Ltd.

131, Maker Towers F, Cuffe Parade, Colaba, Mumbai – 400005 120

3. Trustees Hindustan Steel Limited Contributory Provident Fund, Rourkela

Sail Rourkela, Rourkela – 769001 50

4. Chhattisgarh State Electricity Board (CSEB) Provident Fund Trust

Shed No 1, Dangania, Raipur –492013 50

5. Chhattisgarh State Electricity Board Gratuity and Pension Fund Trust

O/F Ed Finance Shed No 7, Cseb Dangania, Raipur –490001 50

6. Board of Trustees G. S.R. T. C. C P Fund

Central Office, Accounts Dept, Gitamandir Road, Ahmedabad –380022 25

7. British High Commission India Staff Provident Fund

Shantipath, Chanakyapuri, New Delhi –110021 18

8. Axis Bank Limited Treasury Operations Level IV, Axis House, Bombay Dyeing Mills Compound, Pandurang Budhkar Marg, Worli, Mumbai –400 025

16

9. Trustees HEC HEC Limited, Finance Division HeadQuarters, PO Dhurwa, Ranchi – 15

67

Sr.

No.


debentures

Limited Employees Contributory Provident Fund

834004

10. Sprism Investment Services Private Limited

21, Raja Glitz, K. H. Road, Bangalore – 560027 6

21. List of holders of Unsecured Non Convertible Subordinated Debentures (Series X) of face value of ` ` ` ` 1,000,000

each on a private placement basis (`̀̀̀ 1,725 million) as on August 31, 2012:

Sr.

No.


debentures

1. Axis Bank Limited Treasury Operations Level IV, Axis House, Bombay Dyeing Mills Compound, Pandurang Budhkar Marg, Worli, Mumbai –400 025

935

2. Central Bank of India

Integrated Treasury Branch, 5th Floor, Chandamukhi Building, Nariman Point, Mumbai – 400 021

250

3. UCO Bank Treasury Branch, 359, D.N.Road, Fort, Mumbai –400 001 200

4. Bank of Baroda Bank of Baroda, DGM,Bank of Baroda, Specialized Integrated Treasury Br. Bst,4th and 5th floor,c-34 G-block Bandra Kurla Complex, Mumbai – 400051

150

5. Dena Bank Employees’ Pension Fund

Sharda Bhavan, 1st Floor, Near Mithibai College, V. M Marg, JVPD Scheme, Juhu Vile Parle( West), Mumbai –400 056

100

6. Provident Fund Of The UTI Bank Limited

131, Maker Towers F Cuffe Parade, Colaba, Mumbai - 400005 65

7. HTC Global Services India Limited

Unit 25,SDF II,Phase II, MEPZ SEZ,Tambaram, Chennai – 600045 5



9. HMS Limited 22, Brabourne Road, Calcu 700001tta – 2

10. Srinivas Raman No 37/11 Meanee Avenue Tank Road Sivanchetty Garden Bangalore –560042

2

11. R. P. Trivikram No 8 6th Cross, Amarajyothinagar, Vijayanagar, Bangalore –560040 2

12. Jawahar Pamnany No.54, Ramakrishna Gardens, New Bel Road, Rmv 2nd State, Bangalore–560054

2

22. List of holders of Unsecured Non Convertible Subordinated Debentures (Series XII) of face value of ` ` ` ` 1,000,000

each on a private placement basis (`̀̀̀ 271million) as on August 31, 2012:

Sr.

No.


debentures

1. United India Insurance Company Limited

24,Whites Road, Chennai –600014

100

2. United India Insurance Company (Employees) Pension Fund

24,Whites Road, Chennai – 600014

100

68

Sr.

No.


debentures

3. United India Insurance Company Limited Employees Provident Fund

24,Whites Road, Chennai – 600014

30

4. Railway Employees Co Operative Banking Society Limited

Railway Institute Harish Joshi Marg, Jodhpur – 342001, Rajasthan

20

5. AHA Holdings Private Limited

161 Starcity Cinema 2nd Floor, Manmala Tank Road, Mahim West Mumbai –400016

5

6. Nitin Wagh 3596, G MN, 5th CRS Hall 2nd Stage, Doopanahalli, Shanthi Nagar, Bangalore – 560008

5

7. R P Trivikram No 8 6th Cross, Amarajyothinagar, Vijayanagar, Bangalore –560040 2

8. T. M. Sriram Plot No 45, Shri Ramana Maduram, Defence Colony, Ekkatuthangal, Chennai –600097

1

9. Sudha Trivikram No 86th Cross Amarjyothinagar, Vijayanagar, Bangalore – 560040 1

10. Vyjayanthi Kadambi

157 Defence Colony, 4 Main Road, Indiranagar, Bangalore – 560038 1

11. Jawahar Pamnany No. 54, Ramakrishna Gardens, New Bel Road, RMV, 2nd State, Bangalore – 560054

1

12. Shashi A Patodia

C/O The Simplex Mills Co Limited, 30 Keshavrao Khadye Marg, Sant Gadge Maharaj Chowk, Mumbai –400011

1

13. Eastern Star Private Limited

No 7a1, Lusker Hosoor Road, Adugodi, Bangalore –560030 1

14. Sunita Agarwal

1005 Raheja Centre,10th Floor, Nariman Point, Mumbai –400021 1

15. Shivani N Damani Damani House, 11, Cuffe Parade, Colaba, Mumbai – 400005 1



23. List of holders of Unsecured Non Convertible Subordinated Debentures (Series XIV) of face value of ` ` ` ` 1,000,000 each on a private placement basis (`̀̀̀386 million) as on August 31, 2012:

Sr.

No.


debentures

1. Hero MotoCorp Ltd

34, Basant Lok, Vasant Vihar, New Delhi – 110057 100

2. Chhattisgarh State Electricity Board (Cseb) Provident Fund Trust

Shed No 1,Dangania, Raipur –492013

50

3. Photon Infotech Private Limited

7th Floor Dlf It Park 1 124, Poonamallee Rd Shivaji Gardens, Manapakkam Chennai – 600089

50

4. The National Co Operative Bank Ltd

53/1 Bull Temple Road, Bangalore – 560019

20



6. Sanjay Vijay Shinde

C/901, 9th Floor, Rna Royal Park, M.G.Road Hindustan Naka, Kandivali West, Mumbai – 400067

10

69

Sr.

No.


debentures

7. Sudha Barasia Charitable Trust

428 Kalbadevi Road, 2nd Floor, Mumbai –400002 8

8. Ajay Kumar Seth Elcome Technologies, A 6 Infocity, Sector 34, Gurgaon –122001 8

9. Sree Subramanyeswara Coop Bank Ltd

Rajatha Bhavana, 106 R V Road, Visveswarapuram, Bangalore –560004

5

10. AHA Holdings Private Limited

161 Starcity Cinema 2nd Floor, Manmala Tank Road, Mahim West, Mumbai – 400016

5

11. Abdul Gaffar Mohammed

H No 3 5 575 And 575/1, Flat No 402 Summit Residency Vittalwadi, Hyderabad–500029

5

12. Amarnath Palacherla

F/501, Ocean Park Apartments, Door No 5/8/6/11, Maharani Peth, Visakhapatnam – 530002

5

24. List of top ten holders of Unsecured Non Convertible Subordinated Debentures (Series XV) of face value of ` ` ` ` 1,000,000 each on a private placement basis (`̀̀̀ 339 million) as on August 31, 2012

Sr.

No.


debentures

1. A P S R T C Employees Provident Fund Trust

C\O Apstrc Employees Provident Fund, Bus Bhavan (Administrative Building), Mushirabad, Hyderabad –500020

100

2. Air- India Employees Provident Fund

Air India Employees Provident Fund Account, Old Air Port Santacruz, Mumbai–400029

100

3. HDFC Bank Ltd PF Trust A/C (RPFC Covered Employees)

Custody And Depository Services, Trade World, A Wing, Kamla Mills Compound, Senapati Bapat Marg Lower Parel ,Mumbai –400013

70

4. Board Of Trustees Mecon Employees Provident Fund

Mecon Limited, Ranchi – 834002

30

5. The National Co Operative Bank Ltd

53/1 Bull Temple Road, Bangalore –560019 10

6. Verinder Singh Bedi

Apartment No 3, N 118, Panchsheel Park New Delhi –110017

7

7. Sir M Visvesvaraya Co-Op Bank Ltd

Corporate Office No.109, Shankar Mutt Road Shankarapuram, Bangalore -–560004

5

8. Gita Bedi

Flat No 3, Sahar Apartments, N 118, Panchsheel Park, New Delhi –110017

3

9. Srimatha Mahila Sahakari Bank Niyamitha

No 2267, Ist Floor, K R Road, Bangalore –560070 2

10. Bisheshwar Prasad Singh

Htfo 7,Block A, Neeti Bagh, New Delhi –110016 2

25. List of holders of Unsecured Non Convertible Subordinated Debentures (Series XVI) of face value of ` ` ` ` 1,000,000 each on a private placement basis (`̀̀̀ 7 million) as on August 31, 2012:

70

Sr.

No.

Name of

holder/Date of

Issue

Address No. of

debentures

1. Madhu Maheswari 61, Navjivan Vihar, New Delhi –110017 2

2. Sukeshini Anand A-18, Green Park Main, Govind Villa, New Delhi –110016 1

3. Rana Vikram Anand

A-18, Green Park Main, Govind Villa, New Delhi – 110016 1

4. Spearhead Corporate Services Pvt. Ltd.

B-1/1460, Vasant Kunj, New Delhi –110070 1

5. Sunil Hemchandra Matange

234, Trinity Meadows, Sarjapur Road, Bellandur, Bangalore -–560037 1

6. Suresh Anantha Swamy

280, 4th Cross, 3rd Main, BSK 3rd Stage, Bangalore –560085

1

26. List of holders of Compulsorily Convertible Debentures issued on a private placement basis (`̀̀̀ 1,500 million) of

face value of ` ` ` ` 1,000,000 per debenture, as on August 31, 2012:

Sr.

No.


debentures


D3, P3B, District Centre, Saket, New Delhi, India 110 017 1500

Debt securities issued for consideration other than cash, at a premium or a discount and/or pursuant to any option Other than debt securities issued by the Company (outstanding as on August 31, 2012), as detailed below, our Company has not issued any debt securities: (a) for consideration other than cash; (b) at a premium or a discount; and/or (c) in pursuance of an option.

Sr.

No.

Date Of

Issuance/Value Date

Number of Commercial

Papers (CP/s) issued

Face Value per CP

(`(`(`(` in millions)

Discount

Per CP

(`(`(`(` in

millions)

1 September 12, 2011 70 0.50 0.0495

2 September 22, 2011 500 0.50 0.0507

3 September 27, 2011 100 0.50 0.0514

4 November 2, 2011 700 0.50 0.0502

5 December 14, 2011 300 0.50 0.0508

6 January 3, 2012 200 0.50 0.0508

7 March 16, 2012 1,200 0.50 0.0301

8 March 22, 2012 300 0.50 0.0575

9 April 25, 2012 800 0.50 0.0208

10 April 30, 2012 1,500 0.50 0.0367

11 May 29, 2012 1,000 0.50 0.0448

12 June 4, 2012 500 0.50 0.0138

13 June 4, 2012 700 0.50 0.0138

14 June 4, 2012 500 0.50 0.0138

71

Sr.

No.

Date Of

Issuance/Value Date



Face Value per CP


Discount

Per CP

(`(`(`(` in

millions)

15 June 6, 2012 1,500 0.50 0.0138

16 June 6, 2012 500 0.50 0.0138

17 June 6, 2012 1,000 0.50 0.0138

18 June 7, 2012 200 0.50 0.0136

19 June 12, 2012 1,000 0.50 0.0136

20 June 12, 2012 500 0.50 0.0136

21 June 13, 2012 500 0.50 0.0137

22 June 13, 2012 500 0.50 0.0136

23 June 13, 2012 500 0.50 0.0133

24 June 14, 2012 500 0.50 0.0136

25 June 15, 2012 500 0.50 0.0136

26 June 15, 2012 500 0.50 0.0136

27 June 19, 2012 1,000 0.50 0.0133

28 June 19, 2012 500 0.50 0.0133

29 June 19, 2012 500 0.50 0.0133

30 June 19, 2012 500 0.50 0.0136

31 June 21, 2012 1,000 0.50 0.0129

32 June 21, 2012 200 0.50 0.0138

33 June 22, 2012 500 0.50 0.0136

34 June 22, 2012 1,000 0.50 0.0139

35 June 25, 2012 1,000 0.50 0.0138

36 June 25, 2012 1,000 0.50 0.0138

37 June 25, 2012 500 0.50 0.0138

38 June 25, 2012 4,000 0.50 0.0141

39 June 25, 2012 700 0.50 0.0546

40 June 26, 2012 1,500 0.50 0.0138

41 June 26, 2012 1,000 0.50 0.0137

42 June 26, 2012 4,000 0.50 0.0145

43 June 27, 2012 2,000 0.50 0.0144

44 June 27, 2012 500 0.50 0.0138

45 June 27, 2012 1,000 0.50 0.0134

46 June 27, 2012 500 0.50 0.0139

47 June 27, 2012 2,500 0.50 0.0142

48 June 28, 2012 500 0.50 0.0136

49 June 28, 2012 500 0.50 0.0136

50 June 28, 2012 1,000 0.50 0.0139

51 June 28, 2012 1,000 0.50 0.0139

52 June 28, 2012 500 0.50 0.0138

53 June 28, 2012 2,000 0.50 0.0141

54 June 29, 2012 400 0.50 0.0135

72

Sr.

No.

Date Of

Issuance/Value Date



Face Value per CP


Discount

Per CP

(`(`(`(` in

millions)

55 June 29, 2012 1,000 0.50 0.0139

56 June 29, 2012 300 0.50 0.0139

57 June 29, 2012 300 0.50 0.0139

58 June 29, 2012 500 0.50 0.0138

59 June 29, 2012 500 0.50 0.0139

60 June 29, 2012 500 0.50 0.0139

61 June 29, 2012 2,000 0.50 0.0283

62 July 26, 2012 2,000 0.50 0.0137

63 July 27, 2012 500 0.50 0.0133

64 August 1, 2012 1,000 0.50 0.0077

65 August 1, 2012 2,000 0.50 0.0087

66 August 14, 2012 1,000 0.50 0.0151

67 August 17, 2012 1,000 0.50 0.0087

68 August 21, 2012 500 0.50 0.0138

Employee Stock Option Scheme of our Company Pursuant to the resolutions dated August 10, 2010 and December 15, 2010 passed by the shareholders of our Company, our Company has formulated an employee stock option scheme in 2010, namely, “Religare Finvest Limited Stock Option Scheme 2010”, (“ESOP Scheme”). For further information on the ESOP Scheme, please see Note No. 36 (f) of Annexure IV to the Financial Information of our Company.

Debt - equity ratio The debt-equity ratio prior to this Issue is based on a total outstanding unconsolidated debt of ` 124,352.23 million and unconsolidated shareholders’funds amounting to ` 20,805.65 million as on March 31, 2012. The debt equity ratio post the Issue, (assuming subscription of NCDs aggregating to ` 5,000 million) would be 6.22 times, is based on a total outstanding debt of ` 129,352.23 million and shareholders fund of ` 20,805.65 million as on March 31, 2012.

((((`̀̀̀ in millions)

Particulars# Prior to the Issue (as on March

31, 2012)

Post the Issue*

Short Term Debt ^ 50,672.73 50,672.73

Long Term Debt^ 73,679.50 78,679.50

Total Debt 124,352.23 129,352.23

Share capital 2,312.39 2,312.39

Reserves and Surplus 18,493.26 18,493.26

Total Shareholders Fund 20,805.65 20,805.65

Debt Equity Ratio (Number of

times) 5.98 6.22

# On an unconsolidated basis. * The debt-equity ratio post the Issue is indicative and is on account of assumed inflow of ` 5,000 million from the Issue, as on March 31, 2012 only. The above table does not include any changes subsequent to March31, 2012, except as stated above.

73

^ For further details, please refer to Note 2 of Annexure VI of the Financial Information of our Company. For details on the total outstanding debt of our Company, please refer to the section titled “Disclosures on Financial Indebtedness” beginning on page 154 of this Prospectus.

74

OBJECTS OF THE ISSUE

The funds raised through this Issue, after meeting the expenditures of and related to the Issue, will be used for our various financing activities including lending and investments, subject to applicable statutory and/or regulatory requirements, to repay our existing debt and towards our business operations including for our capital expenditure and working capital requirements. The main objects clause of the Memorandum of Association of our Company permits our Company to undertake the activities for which the funds are being raised through the present Issue and also the activities which our Company has been carrying on till date. Interim Use of Proceeds

The management of our Company, in accordance with the policies formulated by it from time to time, will have flexibility in deploying the proceeds received from the Issue. Pending utilization of the proceeds out of the Issue for the purposes described above, our Company intends to temporarily invest funds in high quality interest bearing liquid instruments including money market mutual funds, deposits with banks or temporarily deploy the funds in investment grade interest bearing securities or inter corporate loans as may be approved by the Board. Such investment would be in accordance with the investment policies approved by the Board or any committee thereof from time to time. Monitoring of Utilization of Funds There is no requirement for appointment of a monitoring agency in terms of the Debt Regulations, 2008. Our Board shall monitor the utilization of the proceeds of the Issue. For the relevant Financial Years commencing from FY 2013, our Company will disclose in our financial statements, the utilization of the net proceeds of the Issue under a separate head along with details, if any, in relation to all such proceeds of the Issue that have not been utilized thereby also indicating investments, if any, of such unutilized proceeds of the Issue. Utilization of proceeds from the NCDs allotted to NRIs, if any

We propose to issue NCDs to NRIs on a non-repatriable basis. Under the provisions of the Foreign Exchange Management (Borrowing and Lending in Rupees) Regulations, 2000, any monies borrowed from a person resident outside India cannot be used: (a) for any purpose except in ones own business other than (i) the business of chit fund, (ii) as Nidhi Company,

(iii) agricultural or plantation activities or real estate business; or construction of farm houses; or (iv) trading in Transferable Development Rights (TDRs); or

(b) for any investment, whether by way of capital or otherwise, in any company or partnership firm or proprietorship concern or any entity, whether incorporated or not, or for the purpose of re-lending.

We propose to offer NCDs for subscription, pursuant to the Issue, to NRIs only on a non-repatriable basis. So as to ensure compliance with the aforementioned, our Company shall open and maintain a separate escrow account with the Escrow Collection Bank(s) in connection with all application monies received from NRIs under the non ASBA route, (“NRI Escrow Account”). All application monies received from NRI applicants, under the non ASBA route, shall be deposited in the NRI Escrow Account maintained with each Escrow Collection Bank. Upon creation of security as disclosed in this Prospectus, the Escrow Collection Bank(s) shall transfer the monies from the NRI Escrow Accounts to a separate bank account, (“NRI Account”), which shall be different from the Public Issue Account. Our Company shall at all times ensure that any monies kept in the NRI Escrow Account and/or the NRI Account shall be utilised only in accordance with and subject to the restrictions contained in the Foreign Exchange Management (Borrowing and Lending in Rupee) Regulations, 2000, and other applicable statutory and/or regulatory requirements. Other Confirmation

In accordance with the Debt Regulations, our Company will not utilize the proceeds of the Issue for providing loans to or acquisitions of shares of any person who is a part of the same group as our Company or who is under the same management as our Company.

75

The Issue proceeds shall not be utilized towards full or part consideration for the purchase or any other acquisition, inter alia by way of a lease, of any property or any business or project. Further, our Company undertakes that Issue proceeds from NCDs allotted to banks shall not be used for any purpose which may be in contravention of the RBI guidelines on bank financing to NBFCs including those relating to classification as capital market exposure or any other sectors that are prohibited under the RBI regulations.

76

STATEMENT OF TAX BENEFITS

Dharam Raj & Co.

CHARTERED ACCOUNTANTS

R-24/10, First Floor, Rita Block, Vikas Marg, Shakarpur, Delhi-110092

The Board of Directors


D3, P3B, District Centre, Saket, New Delhi 110 017 India

We hereby report that the enclosed statement prepared by Religare Finvest Limited (hereinafter referred to as the

“Issuer”) states that the possible tax benefits available to NCD Holders under the provisions of the Income-tax Act, 1961 and Wealth Tax Act, 1957, presently in force in India. Several of these benefits are dependent on the NCD Holders fulfilling the conditions prescribed under the relevant tax laws. Hence, the ability of the NCD Holders to derive tax benefits is dependent upon fulfilling such conditions.

The benefits discussed in the enclosed statement are not exhaustive. This statement is only intended to provide general information to the investors and is neither designed nor intended to be a substitute for professional tax advice. A NCD Holder is advised to consult his/ her/ their own tax consultant with respect to the tax implications arising out of their participation in the proposed public offer of NCDs of the Company particularly in view of ever changing tax laws in India. We do not express any opinion or provide any assurance as to whether:

a) The NCD Holders will continue to obtain these benefits in future; or b) The conditions prescribed for availing the benefits have been / would be met.

This report is intended solely for your information and for the inclusion in the offer document in connection with the proposed public offer of NCDs of the Company. Yours faithfully, Dharam Raj and Co. Chartered Accountants FR No- 014661N Dharam Raj Partner M. No 94108 Place: Delhi Date: 22

nd August, 2012

77

Under the current tax laws, the following tax benefits, inter alia, will be available to the NCD Holder as mentioned below. The benefits are given as per the prevailing tax laws and may vary from time to time in accordance with amendments to the law or enactments thereto. The information given below lists out the possible benefits available to the NCD holders of an Indian company in a summary manner only and is not a complete analysis or listing of all potential tax consequences of the subscription, ownership and disposal of NCD. The NCD Holder is advised to consider in his own case the tax implications in respect of subscription to the NCD after consulting his tax advisor as alternate views are possible. We are not liable to the NCD Holder in any manner for placing reliance upon the contents of this statement of tax benefits. A. INCOME TAX

I To the Resident NCD Holder

1. Interest on NCDs received by NCD Holders would be subject to tax at the normal rates of tax in accordance with and subject to the provisions of the IT Act.

2. Interest on NCDs received by NCD holders would not be subject to deduction of tax at source under section 193

of the IT Act as the NCDs are in dematerialised form and are listed on a recognized stock exchange in India viz. BSE.

3. Further, w.e.f. April 1, 2010, as per section 206AA of the IT Act, every person who is entitled to receive any sum

or income or amount on which tax is deductible at source, is required to furnish his permanent account number (PAN) to the person responsible for deducting such tax, failing which tax shall be deducted at the rates as per the IT Act, or @20%, whichever is higher. Even in cases where a declaration in Form 15G under section

197A(1A) or where a declaration in Form 15H under section 197A(IC) is submitted by a resident person

(not being a company or a firm) such declaration has to be accompanied with a copy of the PAN of such

person. If copy of the PAN is not submitted, the payment of interest on NCDs to such resident person will

be liable to tax deduction at source. 4. Interest on application money and refund will be subject to deduction of tax at source under section 194A if the

amount exceeds ` 5,000. 5. Under section 2 (29A) of the IT Act, read with section 2 (42A) of the IT Act, a listed NCD is treated as a long

term capital asset if the same is held for more than 12 months immediately preceding the date of its transfer. 6. Short-term capital gains on the transfer of listed NCDs, where NCDs are held for a period of not more than 12

months would be taxed at the normal rates of tax in accordance with and subject to the provision of the IT Act. The provisions related to minimum amount not chargeable to tax described at point 8 above would also apply to such short-term capital gains.

7. Capital gains tax is chargeable on sale/transfer of the NCDs in accordance with section 48 of the IT Act. Capital

gains are computed as sale consideration less cost of acquisition less any expenditure incurred in connection with such transfer. However, in case of long-term capital gains on NCDs, benefit of indexation of cost of acquisition is not available as per third proviso to section 48 of the IT Act.

8. Under section 112 of the IT Act, capital gains arising on the transfer of long term capital assets being listed securities are subject to tax at the rate of 10% of capital gains(plus applicable surcharge and education cess) calculated without indexation of the cost of acquisition.

9. In case of an individual or HUF, being a resident, where the total income as reduced by the long term capital gains

is below the maximum amount not chargeable to tax citizens, the long term capital gains shall be reduced by the amount by which the total income as so reduced falls short of the maximum amount which is not chargeable to income tax and the tax on the balance of such long-term capital gains shall be computed at the rate of 10% in accordance with and the proviso to sub-section (1) of section 112 of the IT Act .

78

10. In case the NCDs are held as stock-in-trade, the income on transfer of NCDs would be taxed as business income in accordance with and subject to the provisions of the IT Act.

II To the Non Resident Indians

1. A non resident Indian has an option to be governed by Chapter XII-A of the Income Tax Act, subject to the

provisions contained therein which are given in brief as under: a) Under section 115E of the IT Act, income from NCDs acquired or purchased with or subscribed to by a non-

resident Indian in convertible foreign exchange will be taxable at 20%, whereas, long term capital gains on transfer of such NCDs will be taxable at 10%. Short-term capital gains will be taxable at the normal rates of tax in accordance with and subject to the provisions contained therein.

b) Under section 115F of the IT Act, subject to the conditions and to the extent specified therein long term capital gains arising to a non resident Indian from transfer of debentures acquired or purchased with or subscribed to in cinvertible foreign exchange will be exempt from capital gain tax if the net consideration is invested within six months after the date of transfer of the debentures in any specified asset or in any saving certifcates referred to in clause (4B) of section 10 of the IT Act in accordance with and subject to the conditions contained therein.

c) Under section 115G of the IT Act, it shall not be necessary for a non resident Indian to file a return of income under section 139(1) of the IT Act, if his total income consits of investment income as defined under section 115C of the IT Act and/or long term capital gains earned on transfer of such income under the provisions of Chapter XVII-B of the IT Act in accordance with and subject to the provsions contained therein.

d) Under section 115H of the IT Act, where a non resident India becomes a resident in India in any subsequent year he may furnish to the Assessing Officer a declaration in writing along with the return of income under sec tion 139 of the IT Act for the assessment year for which he is assessable to the effect that the provisions of Chapter XII A shall continue to apply to him in relation to the investment income (other than shares on shares in an Indian Company) derived from any foreign exchange assets in accordance with and subject to the provisions contained therein. On doing so the provisions of Chapter XII A shall continue to apply to him in relation to such income for that assessment year and for every assessment year until the transfer or conversion (otherwise than by transfer) into money of such assets.

2. In accordance with and subject to the provisions of section 115I of the IT Act, Non-Resident Indian may opt not

to be governed by the provisions of Chapter XII-A of the IT Act. In that case, please refer to section I of this statement for the tax implications arising on transfer of NCDs.

3. Under Section 195 of the IT Act, the company is required to deduct tax at source at the rate of 20% on investment income and at the rate of 10% on any long-term capital gains and as referred to in section 115E and at the normal rates for Short Term Capital Gains if the payee NCD Holder is a Non Resident Indian.

4. As per section 90(2) of the Income Tax Act read with the circular no.728 dated October 30, 1995 issued by the

CBDT, in the case of a remittance to a country with which a Double Tax Avoidance Agreement (DTAA) is in force, the tax should be deducted at the rate provided in the Finance Act of the relevant year or at the rate provided in the DTAA, whichever is more beneficial to the assessee.

5. Alternatively, to ensure non deduction or lower deduction of tax at source, as the case may be, the NCD Holder

should furnish a certificate under section 197(1) or 195(3) of the IT Act, from the Assessing Officer.

III. To the Other Eligible Institutions

All mutual funds registered under Securities and Exchange Board of India or set up by public sector banks or public financial institutions or authorized by the Reserve Bank of India be exempt from tax on all their income, including income from investment in NCDs under the provisions of Section 10(23D) of the IT Act subject to and in accordance with the provisions contained therein.

79

IV. Exemption under section 54EC and 54F of the Act

1. Under section 54EC of the IT Act, long term capital gains arising to the debenture holders on transfer of their debentures in the Company shall not be chargeable to tax to the extent such capital gains are invested in certain notified bonds within six months after the date of transfer. If only part of the capital gain is so invested the exemption shall be proportionately reduced. However, if the said bonds are notified or transferred or converted into money within a period of three years from the date of acquisition the amount of capital gain exempted earlier would become chargeable to tax as long term capital gains in the year in which the bonds are transferred. The exemption under this section shall be limited to an investment upto a maximum of Rs. 50 lacs in notified bonds during the relevant financial year. Where the benefit under section 54EC has been availed, no deduction shall be allowed under section 80C of the IT Act with respect to the cost of such bonds.

2. Per provisions of section 54F of the IT Act, any long term capital gains arising on transfer of a long term capital asset (not being a residential house) arising to a debenture holder whose is an individual or HUF is exempt from tax if the entire sales consideration received is utilized within a period of one year before or two years after the date of transfer of the debentures for purchasing a new residential house or for construction of a residential house within a period of three years from the date of transfer. If a part of the sales consideration is invested in the residential house, then capital gains arising on transfer of the debentures would be taxed on a proportionate basis. The exemption under this section is subject to the condition that the debenture holder does not own more than one residential house on the date of transfer of the debentures. If the residential house in which the investment is made is transferred with a period of three years from the date of purchase or construction of the house, the amount of capital gains exempted earlier shall be taxed in the year in which the residential house is transferred. However, if the debenture holder purchases within a period of two years of constructs within a period of three years after the date of transfer of the debentures a residential house (other than the residential house referred to above) then the original exemption shall be taxed as capital gains in the year in which the additional residential house is acquired.

V. Requirement to furnish PAN under the I.T. Act

1. Sec.139A(5A)

a. Section 139A(5A) requires every person from whose income tax has been deducted at source under

chapter XVII-B of the I.T. Act to furnish his PAN to the person responsible for deduction of tax at source.

2. Sec.206AA:

a. Section 206AA of the I.T. Act requires every person entitled to receive any sum, on which tax is deductible under Chapter XVIIB (‘deductee’) to furnish his PAN to the deductor, failing which attracts tax shall be deducted at the higher of the following rates:

(i) at the rate specified in the relevant provision of the I.T. Act; or (ii) at the rate or rates in force; or (iii) at the rate of twenty per cent.

b. A declaration under Section 197A(1) or 197A(1A) 197A(1C) shall not be valid unless the person furnishes his PAN in such declaration and the deductor is required to deduct tax as per Para (a) above in such a case

c. Where a wrong PAN is provided, it will be regarded as non furnishing of PAN and Para (a) above will apply

B. WEALTH TAX

Wealth-tax is not levied on investment in NCDs under section 2(ea) of the Wealth-tax Act, 1957.

80

C. GIFT TAX

Gift-tax is not levied on gift of NCDs in the hands of the donor as well as the done because the provisions of the Gift-tax Act, 1958 have ceased to apply in respect of gifts made on or after October 1, 1998. However, if any Individual or HUF, receives these debentures of the aggregate value over ` 50,000 from any person or persons without consideration or receives these NCDs for a consideration which is less than aggregate fair market value of the NCDs by an amount exceeding fifty thousand rupees, there will be liability to income tax to the extent provided in sec.56 (2)(vii) of the Income Tax Act.1961 to such receiver.

Yours faithfully, Dharam Raj and Co. Chartered Accountants FR No- 014661N Dharam Raj Partner M. No 94108 Place: Delhi Date: 22

nd August, 2012

81

SECTION IV : ABOUT THE ISSUER COMPANY AND THE INDUSTRY

INDUSTRY

The information in this section is derived from various government publications and other industry sources. Neither we, nor any other person connected with the issue has verified this information. Industry sources and publications generally state that the information contained therein has been obtained from sources generally believed to be reliable, but their accuracy, completeness and underlying assumptions are not guaranteed and their reliability cannot be assured and accordingly, investment decisions should not be based on such information. In connection with the report by CRISIL Research titled "CRISIL Research – Religare Finvest Limited – Trends in SME Financing – August 2012", CRISIL Research, a Division of CRISIL Limited has taken due care and caution in preparing the aforementioned report. Information has been obtained by CRISIL from sources which it considers reliable. However, CRISIL does not guarantee the accuracy, adequacy or completeness of any information and is not responsible for any errors or omissions or for the results obtained from the use of such information. CRISIL is not liable for investment decisions which may be based on the views expressed in the said report. CRISIL especially states that it has no financial liability whatsoever to the subscribers/ users/ transmitters/ distributors of the said report. CRISIL Research operates independently of, and does not have access to information obtained by CRISIL’s Ratings Division, which may, in its regular operations, obtain information of a confidential nature which is not available to CRISIL Research. No part of the aforesaid report may be published/reproduced in any form without CRISIL’s prior written approval. Our Company has obtained and relied upon certain information from the report by CRISIL Research titled "CRISIL Research – Religare Finvest Limited – Trends in SME Financing – August 2012". Such information is included in this Prospectus and identified by “Source: CRISIL Research – Religare Finvest Limited – Trends in SME Financing – August 2012”. The said report has been prepared by CRISIL Research upon the request of our Company and is based on their independent research. The information contained in the said report has not been verified by our Company, the Lead Managers or any other independent source. There can be no assurance that the basis of the data included in the said report or the findings thereof are completely accurate or reliable. Accordingly, investors are advised not to place undue reliance on the data derived from the said report in their investment decision relating to our Company.

GLOBAL ECONOMY Global financial market stress eased significantly during the first quarter of 2012 after European Central Bank made a large liquidity injection, but was accentuated again by the deepening crisis in the euro area, especially in Greece and Spain. Meanwhile, falling commodity prices and subdued inflation in large economies provided additional space for monetary easing. This fresh round of monetary easing has, however, increased the risks of inflation in emerging and developing economies even while inflation is likely to remain subdued in most advanced economies. Growth risks in 2012-13 have been amplified by decelerating global trade and domestic supply constraints. At the same time, inflation risks remain significant due to suppressed inflation, poor supply responses and deficit monsoon conditions. Various surveys suggest that business and consumer confidence remain low. Revival of investor confidence would, therefore, need to be supported by addressing concerns over policy stasis, while putting in place complimentary actions that address macro-economic weaknesses. (Source: Reserve Bank of India (RBI) ‘Macroeconomic and Monetary Developments First Quarter Review 2012-13 dated July 30, 2012). In its July 16, 2012 update of the World Economic Outlook, the IMF forecast the real GDP growth to slow to about 3½% in 2012, from about 4% in 2011, and to return to 3.9% in 2013. In the advanced economies, growth is projected at about 1½% in 2012 and 2% in 2013. Because of weak confidence, fiscal consolidation, and still-tight financial conditions in a number of economies, euro area GDP is forecast to contract in 2012 by about ¼%, after expanding by about 1½% in 2011. (Source: International Monetary Fund (IMF), World Economic Outlook (WEO) Database, April 2012) Global growth increased to 3.6 percent (seasonally adjusted annual rate) in the first quarter of 2012, surprising on the upside by some ¼ percentage point compared with the forecasts presented in the April 2012 World Economic Outlook. The upward surprise was partly due to temporary factors, among them easing financial conditions and recovering confidence in response to the European Central Bank’s longer-term refinancing operations. Global trade rebounded in parallel with industrial production in the first quarter of 2012, which, in turn, benefited trade-oriented economies, notably Germany and those in Asia. For Asia, growth was also pulled up by a greater-than-anticipated rebound in industrial production, spurred by the restart of supply chains disrupted by the Thai floods in late 2011, and

82

stronger-than-expected domestic demand in Japan. (Source: International Monetary Fund (IMF), World Economic Outlook (WEO) Database, July 16, 2012 update)

2 WEO forecasts where available (Source: International Monetary Fund (IMF), World Economic Outlook (WEO) Database, April 2012) Inflation pressure is easing. In the major advanced economies, domestic inflation pressure, as measured by the GDP deflator, is low. In emerging market economies, pressure varies widely but is generally projected to recede modestly. (Source: International Monetary Fund (IMF), World Economic Outlook (WEO) Database, April 2012)

INDIAN ECONOMY

Output The Indian economy grew at a slower pace than its potential in 2011-12. Growth slowed down in all three sectors of the economy through the course of the year. Moderation in industrial growth persisted in the midst of domestic supply

83

constraints, a clouded domestic policy environment and a deteriorating external outlook. The services sector also under-performed given its inter-linkages with the industrial sector. (Source: RBI ‘Macroeconomic and Monetary Developments - First Quarter Review 2012-13’ dated July 30, 2012).

Sectoral Growth Rates of GDP (2004-05 prices)

2010-11(QE) 2011-12 (RE)

2010-2011 2011-2012 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4

Agriculture, forestry & fishing

7.0 2.8

3.1 4.9 11.0 7.5 3.7 3.1 2.8 1.7

Industry 6.8 2.6 8.2 5.6 7.2 6.3 6.5 2.7 0.9 0.7

Services 9.2 8.5 9.8 8.7 7.8 10.4 9.3 8.5 8.7 7.5

GDP at factor cost 8.4 6.5 8.5 7.6 8.2 9.2 8.0 6.7 6.1 5.3

(QE): Quick Estimate; (RE): Revised Estimate Source: Central Statistics Office (Source: RBI ‘Macroeconomic and Monetary Developments - First Quarter Review 2012-13’ dated July 30, 2012) Macroeconomic Outlook The Indian economy slowed significantly during 2011-12, with growth decelerating to 6.5%. The growth prospects for 2012-13 remain weak due to a combination of global and domestic macro-economic factors. Global growth is turning weaker than anticipated. Along with the sovereign debt overhang and financial market uncertainties, it is impacting global trade. (Source: RBI ‘Macroeconomic and Monetary Developments - First Quarter Review 2012-13’ dated July 30, 2012) Headline inflation has moderated from near double-digit levels and remained in the range of 7-8% for the past seven months. The extent of moderation, in spite of the negative output gap, has been constrained by a number of off-setting factors such as rupee depreciation and sustained pressures from input costs and wages. Typically, episodes of high inflation have been marked by inflation persisting for 2-3 years and have required sustained efforts to lower inflation expectations and inflation. (Source: RBI ‘Macroeconomic and Monetary Developments - First Quarter Review 2012-13’ dated July 30, 2012)

84

(Source: RBI ‘Macroeconomic and Monetary Developments - First Quarter Review 2012-13’ dated July 30, 2012) Monetary and Liquidity Conditions While continuing to manage the growth-inflation trade-off, the RBI reduced the repo rate by 50 basis points in April 2012. Monetary conditions have gradually eased in 2012-13 so far as a result of the two-stage reduction in the cash reserve ratio in the fourth quarter of 2011-12, the repo rate cut and significant depreciation of the exchange rate. Active liquidity management by the RBI by way of sizeable open market purchases and other policy measures has helped correct the excessively tight liquidity that prevailed during the latter part of 2011-12. Besides the gradual pick-up in growth in monetary aggregates in 2012-13 so far, there has been a pick-up in non-food credit which as of mid-July 2012 was growing marginally above the indicative projection for 2012-13. There was a significant easing of liquidity deficit in the first quarter of 2012-13, and the extent of deficit returned to the RBI’s comfort level of one per cent of net demand and time liabilities in July 2012. This was primarily on account of large scale open market purchases by the RBI as also measures such as enhancing of the limit of export credit refinance. Apart from the rate cut, monetary conditions eased as a result of softening impact on interest rates of the 125 basis points reduction in the cash reserve ratio (CRR) during the fourth quarter of 2011-12 and the significant exchange rate depreciation (about 10 % in the first quarter of 2012- 13 and about 20 % cumulative since August 2011). RBI recently decided to reduce the Statutory Liquidity Ratio (SLR) for Scheduled Commercial Banks from 24 per cent of their Net Demand and Time Liabilities (NDTL) to 23 per cent with effect from the fortnight beginning August 11, 2012. The monetary easing during the first quarter of 2012-13 has significantly corrected the tightness in monetary and liquidity conditions witnessed during the fourth quarter of 2011-12. Low reserve money expansion at 9.6% (adjusted for CRR changes) contributed to lower expansion of money supply. Reserve money creation has improved during 2012-13 so far, and deposit creation and consequently, monetary expansion is within sight of indicative projections for the year.

Effective since Repo Rate Cash Reserve Ratio

1 2 3

May 3, 2011 7.25% (+0.50%) 6.00%

June 16, 2011 7.50% (+0.25%) 6.00%

July 26, 2011 8.00% (+0.50%) 6.00%

September 16, 2011 8.25% (+0.25%) 6.00%

October 25, 2011 8.50% (+0.25%) 6.00%

January 28, 2012 8.50% 5.50%(-0.50%)

March 10, 2012 8.50% 4.75% (-0.75%)

April 17, 2012 8.00% (-0.50%) 4.75%

Figures in parentheses indicate change in policy rates in percentage (Source: RBI ‘Macroeconomic and Monetary Developments - First Quarter Review 2012-13’ dated July 30, 2012)

Financial Markets

Lower growth, persistent inflation and concerns over fiscal and current account deficits, in addition to the global economic weakness and the re-emergence of the euro area crisis, conditioned the Indian financial markets in the first quarter of 2012-13. Money market rates declined during 2012-13 so far, reflecting improved liquidity conditions in the system and the 50 bps reduction in the repo rate announced in the Monetary Policy Statement 2012-13. The G-sec yields declined reflecting the lower growth expectations, global risk aversion driven flight to safe-haven government securities and purchase of securities through open market operations. Funding strains kept deposit rates sticky, nevertheless, the base rate of banks showed a slight moderation. In line with other Asian countries, the Indian rupee depreciated, but by a higher magnitude on account of exacerbated concerns on current account and fiscal deficits. Equity markets declined led by a weak investment climate, muted domestic growth and FII outflows in the first quarter of 2012-13.

85

Debt Market The debt market in India comprises mainly of two categories – the government securities or the G-Sec markets consisting of central government, state governments securities and the corporate bond market. In order to finance its fiscal deficit, the Government floats the fixed income instruments and borrows by issuing G-Secs that are sovereign securities which are issued by the RBI on behalf of Government of India. The corporate bond market also known as non G-Sec market consists of financial institution (FI) bonds, Public Sector Unit (PSU) bonds and corporate bonds/debentures.

In 2010–2011, the government and the corporate sector collectively mobilized ` 7,851,973 million (US $ 175,856 million) from the primary debt market, a decrease of 3.73% compared to the preceding year’s numbers. About 74.32% of the resources were raised by the government (the central and the state governments), while the balance was mobilized by the corporate sector through public and private placement issues. The turnover in the secondary debt market in 2010–2011 aggregated ` 72,274,164 million (US $ 1,618,682 million), 14.82 percent lower than that in the previous fiscal year. (Source: NSE ‘Indian Securities Market, A Review (ISMR) – 2011’) Primary Debt Markets

A total of 182 issuers (institutional and corporate) raised ` 1,922,253 million (US $ 43,052 million) through 831 privately placed issues in 2010–2011. The response to most of the issues was good, as 266 out of 831 issues—i.e., around 32 percent of the total issues—were made by the government sector units, which mobilized 68.75 percent of the total. During the period April-September 2011, there were 96 issuers who placed 450 issues amounting to ` 1,025,898 million (US $ 20,969 million). (Source: NSE ‘Indian Securities Market, A Review (ISMR) – 2011’) There was a preference for raising resources in the primary market through debt instruments, and the private placement of debt emerged as the major route for raising resources. In 2010–2011, the total resources raised by the corporate sector increased by 5.18 percent to ` 2,598,333 million (US $ 58,193 million), compared to the gross mobilization of ` 2,470,329 million (US $ 54,726 million) in 2009–2010. The equity route was used to raise 18.73 percent of the total resources through public equity shares. The share of rights issues was 3.66 percent. The resources raised through the debt issues (debt public issues and debt private placements) accounted for 77.62 percent. (Source: NSE ‘Indian Securities Market, A Review (ISMR) – 2011’) Secondary Debt Market The aggregate secondary market transactions in debt securities (including government and non-government securities) decreased by 15.74 percent to ` 72,274,164 million (US $ 1,618,682 million) in 2010–2011 from ` 85,780,050 million (US $ 1,900,311 million) in 2009–2010. Non-government securities accounted for a meager 2.20 percent of the total turnover in the debt market. The NSE accounted for about 7.78 percent of the total turnover in debt securities (in both G-sec and non-G-sec securities) in 2010–2011. (Source: NSE ‘Indian Securities Market, A Review (ISMR) – 2011’) The non-government securities are traded on the WDM and the CM segments of the NSE, and on the BSE (F Category). Except for the Wholesale Debt Market (WDM), the volumes were quite insignificant on the other segments of the non-government securities. The turnover in the non-government securities on the WDM segment of the NSE was ` 1,558,976 million (US $ 34,915 million) in 2010–2011, which was higher by 9.01 percent than that during the

86

preceding year. The BSE reported a turnover of ` 3,103 million (US $ 69 million) in 2010–2011. The NSE accounted for 99.81 percent of the total turnover in non-government securities during the year. (Source: NSE ‘Indian Securities Market, A Review (ISMR) – 2011’) Turnover of Debt Securities

Non Bank Financial Companies (NBFC) Non-Banking Finance Companies (NBFCs) supplement the efforts of scheduled commercial banks in credit delivery and financial intermediation. Given their growing inter-linkages with the banking sector, financial soundness of NBFCs assumes considerable importance to ensure overall financial stability. (Source: RBI). NBFCs can be distinguished from banks with respect to the degree and nature of regulatory and supervisory controls. Firstly, the regulations governing these institutions are relatively lighter as compared to banks. Secondly, they are not subject to certain regulatory prescriptions applicable to banks. For instance, NBFCs are not subject to Cash Reserve Requirement (CRR) like banks. They are, however, mandated to maintain 15 % of their public deposit liabilities in Government and other approved securities as Statutory Liquidity Ratio (SLR). Thirdly, they do not have deposit insurance coverage and refinance facilities from the Reserve Bank. Fourthly, NBFCs do not have cheque issuing facilities and are not part of the payment and settlement system, other than to the extent of white label automated teller machines (“ATMs”), are set up and/or operated by NBFCs in accordance with the February 2012 RBI circular on Deployment of White Label ATMs.

There are two broad categories of NBFCs based on whether they accept public deposits, namely, NBFC-Deposit taking (NBFC-D) and NBFCs-Non Deposit taking (NBFC-ND). Till recently, NBFCs-ND were subject to minimal regulation as they were non-deposit taking bodies and considered as posing little threat to financial stability. However, recognising the growing importance of this segment and its interlinkages with banks and other financial institutions, capital adequacy and exposure norms have been made applicable to NBFCs- ND that are large and systemically important from April 1, 2007; such entities are referred to as NBFCs-ND-Systemically Important (SI).

Since 2006, from time to time, NBFCs were reclassified based on whether they were involved in the creation of productive assets. NBFCs registered with the RBI are currently classified as (i) asset finance companies; (ii) investment companies; (iii) loan companies; (iv) infrastructure finance companies; (v) core investment companies; (vi) infrastructure debt fund NBFCs; and (vii) NBFC - micro finance institutions. A number of measures to enhance the regulatory and supervisory standards of NBFCs in order to put them on par with commercial banks were undertaken by the RBI over a period of time including the alignment of interest rates, allowing diversification of businesses e.g. issuance of co-branded cards and distribution of mutual fund and insurance products, regulation of systemically important NBFCs and introduction of a fair practices code and corporate governance. (Source: http://www.rbi.org.in/scripts/PublicationsView.aspx?id=12978) The working and operations of NBFCs are regulated by the Reserve Bank of India (RBI) within the framework of the Reserve Bank of India Act, 1934 (Chapter III B) and the directions issued by it under the Act. As per the RBI Act, a 'non-banking financial company' is defined as:- (i) a financial institution which is a company; (ii) a non banking institution which is a company and which has as its principal business the receiving of deposits, under any scheme or arrangement or in any other manner, or lending in any manner; (iii) such other non-banking institution or class of such

87

institutions, as the bank may, with the previous approval of the Central Government and by notification in the Official Gazette, specify. (Source: http://business.gov.in/business_financing/non_banking.php)

NBFCs as a whole account for 12.3 % of assets of the total financial system. The total number of NBFCs registered with the RBI, consisting of NBFCs-D and NBFCs-ND, declined from 12,630 at the end of June 2010 to 12,409 at the end of June 2011. The number of NBFCs-D declined from 308 to 297 during the same period, mainly due to the exit of many NBFCs-D from deposit- taking activity, while non-deposit-taking systemically important NBFCs (NBFCs-ND-SI with asset size ` 1,000 million and above) increased from 260 to 330 during the same period.

Number of NBFCs Registered with RBI

End June Number of Registered NBFCs Number of NBFCs-D

Number of NBFCs-ND-SI

(with asset size `̀̀̀ 1,000 Million

and above)

2005 13,261 507 -

2006 13,014 428 149

2007 12,968 401 173

2008 12,809 364 189

2009 12,740 336 234

2010 12,630 308 260

2011 12,409 297 330

(Source: http://indiabudget.nic.in/es2011-12/echap-05.pdf)

Provisioning and Capital Ratios In the interest of counter cyclicality and also to ensure that NBFCs create a financial buffer as a protection from the effect of economic downturns, provisioning for standard assets was introduced to NBFCs at 0.25% of the outstanding standard assets. (Source: RBI 2010-11 Annual Report) It was decided to align the minimum capital ratio of all deposit taking NBFCs as well as NBFCs-ND-SI to 15%. Accordingly, all deposit taking NBFCs were advised to raise the minimum capital ratio consisting of Tier I and Tier II capital, which shall not be less than 15% of its aggregate risk weighted assets on balance sheet and risk adjusted value of off-balance sheet item with effect from March 31, 2012. (Source: RBI 2010-11 Annual Report) OVERVIEW OF THE MICRO SMALL AND MEDIUM ENTERPRISES (MSME) FINANCE

MSME/SME Sector

In accordance with the provision of Micro, Small & Medium Enterprises Development (MSMED) Act, 2006 the Micro, Small and Medium Enterprises (MSME) are defined as

(a) investment in plant and machinery does not exceed ` 100 million for companies in manufacturing sector; and (b) Investment in equipment does not exceed ` 50 million for companies in services sector.

(Source: Ministry of MSME Annual Report 2011-12). Micro, Small and Medium Enterprises, including khadi and village/rural enterprises credited with generating the highest rates of employment growth and account for a major share of industrial production and exports. They also play a key role in the development of economies with their effective, efficient, flexible and innovative entrepreneurial spirit. The socio-economic policies adopted by India since the Industries (Development and Regulation) Act, 1951 have laid stress on MSMEs as a means to improve the country’s economic conditions, (Source: Ministry of MSME Annual Report 2011-12). The small and medium enterprises (SMEs) today constitute a very important segment of the Indian economy, accounting for around 95 per cent of the industrial units. The SME sector accounts for 45 per cent of manufacturing

88

output and 40 per cent of exports. As such, growth of this sector is important for the economic and social development of the country. If the Indian economy is to attain higher growth, SMEs, who collectively contribute 17 per cent of India’s GDP, would have to grow and prosper, (Source: CRISIL Research – Religare Finvest Limited – Trends in SME Financing – August 2012). The SME sector has performed exceedingly well in the past and has enabled our country to achieve high overall industry growth and wide diversification. The sector, with low capital intensity and high absorption rate, has made significant contribution towards employment generation and rural industrialisation. As per industry sources, SMEs in India employ about 73 million people thus becoming the largest employment generator in the country after agriculture, (Source: CRISIL Research – Religare Finvest Limited – Trends in SME Financing – August 2012) Typically, SMEs are more vulnerable to downturn than large corporates due to their low net worth and limited access to capital. Taking into consideration our expectation of slowdown in GDP growth in 2012-13, growth and profitability of the SME sector will be adversely affected, (Source: CRISIL Research – Religare Finvest Limited – Trends in SME Financing – August 2012)

Credit to the MSME sector

Although SMEs have been growing in size and importance, they often lack access to timely and adequate credit to meet the working capital needs, incur high cost of credit, are technologically backward and also lack adequate infrastructure and skilled manpower, (Source: CRISIL Research – Religare Finvest Limited – Trends in SME Financing – August 2012). With alternative sources of financing – such as, primary equity markets, private equity, and venture capital - remaining closed to SMEs due to lack of investor interest, greater access to funds through financiers will drive their growth. At the same time, CRISIL Research sees SME lending as a significant and profitable business opportunity for financiers, which will enable them to diversify their loan book across sectors for a sustained long-term growth in credit., (Source: CRISIL Research – Religare Finvest Limited – Trends in SME Financing – August 2012). Financiers are cautious while funding SMEs, due to their small scale of operations, high default risk and relatively higher transaction cost. As of March 2012, outstanding bank credit to SMEs constituted 16.5 per cent of the total outstanding credit. As of March 2012, outstanding SME credit of Rs 7,246 billion accounted for about 24.0 per cent of the industry and services portfolio of scheduled commercial banks in India., (Source: CRISIL Research – Religare Finvest Limited – Trends in SME Financing – August 2012). Financiers are generally averse to funding SMEs, as they tend to be more vulnerable than large corporates to industry downcycles. They are also not technologically updated due to their low net worth and limited ability to raise additional capital. The average NPA of a financier’s SME portfolio is always higher than that of the industry portfolio, thus reflecting the inherent risk associated with lending to SMEs. It is estimated that the proportion of NPAs in financiers’ SME portfolio is 1.5-2.0 times the average NPAs in their total industry portfolio. Further with the slowdown in the economy, the NPAs in financiers SME portfolio are expected to increase, (Source: CRISIL Research – Religare Finvest Limited – Trends in SME Financing – August 2012). Potential to increase lending to the under-banked SME segment

With most SMEs getting their businesses rated by credit rating agencies, financiers’ confidence on these entities is slowly increasing. Nevertheless, the potential for increasing lending to the under-banked SME segment remains significant and a profitable business opportunity for financiers, views CRISIL Research. Growth in SME lending would also enable financiers to diversify their loan book across sectors for sustained long-term growth in credit. However, tight control on asset quality will be essential for SME financiers to maintain their profitability, (Source: CRISIL Research – Religare Finvest Limited – Trends in SME Financing – August 2012). Financiers would need to change their approach for assessing the creditworthiness of SMEs in order to tap the potential in this segment. Currently, they look at the collateral offered, the financial and operational strength of the SME, and the promoter’s qualifications and experience, in that order. Going ahead, financiers would need to make SME lending more objective rather than basing it solely on collateral or relationships developed over the years. For instance, if financiers increase exposure in SME sectors or clusters that rank high in growth, competitiveness and

89

financial strength and reduce exposure to those ranking low on these parameters, they are likely to earn a higher risk-adjusted return., (Source: CRISIL Research – Religare Finvest Limited – Trends in SME Financing – August 2012). Moreover, in case of certain clusters, intervention by the government, industry or cluster associations and financiers to eliminate critical bottlenecks would enhance the growth prospects of SMEs operating in those clusters, thereby increasing growth opportunities for financiers., (Source: CRISIL Research – Religare Finvest Limited – Trends in SME Financing – August 2012).

Increasing exposure to high credit worth sectors and trimming it to less attractive ones will help financiers effectively manage their risk in lending to SMEs. CRISIL Research has assessed the credit worthiness of clusters based on their relative business and financial strength. Chennai and Pune - auto components, Bengaluru and Rajkot - machine tools, and Hyderabad - pharmaceuticals are the most attractive clusters from the perspectives of growth and competitiveness. The attractiveness of these clusters arise from a combination of industry growth prospects and cluster-specific factors like product profile, coordinated actions for cluster development and government support. (Source: CRISIL Research – Religare Finvest Limited – Trends in SME Financing – August 2012). Clusters may lag behind in terms of growth or competitiveness owing to industry-specific factors, increased competition in key products manufactured by units, technological obsolescence or changes in government policy. The Veraval and Kochi sea food clusters and Sambalpur-Bargarh rice mills are some of the less attractive clusters, as per CRISIL Research’s assessment., (Source: CRISIL Research – Religare Finvest Limited – Trends in SME Financing – August 2012). Relative creditworthiness of sectors with high SME presence

High Medium Low

Auto Components Dyes & Pigments Rice Mills

Machine Ttools Re-rolling Mills Refractories

Plastics & Plastic products Packaging Seafood

Food Processing Gems & Jew ellery Ceramic tiles and Sanitary w are

Pumps Textiles

Poultry Products Leather & Leather products

Source: CRISIL Research

90

SWOT Analysis – SME Financing

Strengths Weakness

Need lower investments High transaction costs involved due to substantial number of transactions to deliver a certain amount of credit

Focus on relatively smaller markets Availability of local knowledge is of paramount importance

Opportunity to increase product per customer (PPC) because of the increasing requirements of MSMEs and ability to cross sell

Understanding of the owner’s character and personal capability is required to gauge the risk levels involved and not documentation

MSMEs present the opportunity to increase fee based income from cross sales of other financial products / services

Lending to move from an exposure driven system to one based on the robustness of portfolios

Opportunities Threats

Upsurge in the number of MSMEs which are rated by rating agencies make them lucrative and credible loan propositions

Advent of SME exchange may lead to MSMEs preferring equity funding over debt

Innovative developments such as micro credit, MSME credit-rating mechanisms and MSME portfolio securitization are leading the way towards a more robust system

Largely seen as a part of regulated lending by a network of state created institutions

Information asymmetry leading to inability in differentiating between “good risk” and “bad risks”

Risk of high NPAs

(Source: CRISIL Research – Religare Finvest Limited – Trends in SME Financing – August 2012)

Role of NBFCs in SME Financing

The NBFC sector is emerging as a strong financial intermediary in making financial services accessible to a wider set of customer segments including SMEs. Higher penetration in rural and semi-urban markets, product and process innovation and continued focus on core business are the key enablers of steady growth and competitive positioning of NBFCs, while lending to the underpenetrated SME segment, (Source: CRISIL Research – Religare Finvest Limited – Trends in SME Financing – August 2012). NBFCs have, over the years, acquired scale of operation and become structurally more resilient after the challenging years it faced between 2007 and 2009. NBFCs have been able to increase their presence in the financing market with stronger internal processes, enhanced origination and collection practices, product innovations, improved operating efficiencies and higher geographical penetration, (Source: CRISIL Research – Religare Finvest Limited – Trends in SME Financing – August 2012). NBFCs are playing a key role in extending finance to SMEs by having a range of products that suit their needs in their portfolio. Some of the major products offered include:

• Loan against property

• Commercial vehicle finance

• Loan against shares

• Construction Equipment financing

• Secured/ Unsecured working capital financing (Source: CRISIL Research – Religare Finvest Limited – Trends in SME Financing – August 2012).

91

OVERVIEW OF THE LOANS AGAINST PROPERTY (LAP) INDUSTRY

Introduction

In recent times, financiers have started preferring secured loans, due to the high delinquencies they suffered in their unsecured loans portfolio during the economic slowdown of 2008-09. One such product is the ‘Loan against property’ (LAP), where funds are disbursed against the property (residential or commercial) mortgaged. LAP can be availed for both business purposes and for meeting personal needs. Typically, the end-use of the disbursements is not closely monitored. Financiers might be more comfortable with this product as it offers security against disbursement, as compared to unsecured loans. Such loans also fit the requirements of most SMEs, who constantly need funds to meet their rising working capital requirements. (Source: CRISIL Research – Religare Finvest Limited – Trends in SME Financing – August 2012). Growth in the LAP Market

Growth in the LAP market is expected to be driven by the rising need for funds from borrowers and increasing focus from financiers. Based on interactions with leading financiers, CRISIL Research estimates total LAP disbursements to be at about Rs 320 billion for 2011-12, which is expected grow by 20 per cent CAGR to Rs 450-470 billion by 2013-14., (Source: CRISIL Research – Religare Finvest Limited – Trends in SME Financing – August 2012).

LAP disbursement


The key drivers for LAP disbursements are:

• Self-employed non-professional (SENP) borrowers requiring more funds for business growth

• Increasing awareness of the product with customer education

• Attractive interest rates as compared to personal loans

• Increased focus by financiers to increase LAP portfolio, given the favourable risk-return equation

(Source: CRISIL Research – Religare Finvest Limited – Trends in SME Financing – August 2012)

Growth drivers

(a) Self-employed class dominates demand for LAP

Though LAP can be availed by both salaried and self-employed customers, the latter category has the lion’s share in disbursements. Self-employed customers account for over 85 per cent share in total LAP disbursements. LAP is primarily used by self-employed customers for business expansion or diversification. LAP also helps the customer

180

321

462

0

50

100

150

200

250

300

350

400

450

500

2009-10E 2011-12E 2013-14P

92

foreclose their multiple outstanding loans and take a single loan in the form of LAP at lower interest rates. There is also an increasing trend towards customers taking loans against existing property for investment in new house.


(b) Interest rates lower than that of personal loans

As LAP is collateralised by a property, either residential or commercial, interest rates on such loans are lower as compared to personal loans. Thus, borrowers can get funds against the value of the collateral at a relatively lower interest rate as compared to personal loans. (c) LAP a low-risk funding avenue

LAP acts as a secure avenue for financiers to fund working capital requirements of MSMEs. It also helps SMEs monetise the value of the asset (property), whose value is constantly appreciating. At the same time, the conservative loan-to-value ratio for LAP disbursements provides comfort to financiers wary of delinquencies. (d) LAP guarantees a favourable adjusted risk-return for the financiers

The principle that a potential increase in returns is accompanied by heightened risks applies well to retail finance products. LAP though relatively riskier than housing loans, is more secure than personal loans, which have no collateral. Housing loans score above LAP as their end use is predictive and known, while discretionary productive use of LAP is not guaranteed. The pricing of the above loan products and the yields charged on them reflect the risk attached and returns that accrue. While LAP is priced higher than home loan by 200-250 bps, it is about 300 bps lower than a personal loan. The returns accruing to financiers from these retail finance products differ based on the risk attached to them; personal loans yield a higher gross spread as compared to LAP and LAP yields a higher gross spread as compared to home loan. Thus LAP could guarantee favourable returns if financiers are able to keep the credit losses in check. (e) High property prices enable financiers to unlock value in case of defaults

As LAP disbursements are backed by property, the value of which usually appreciates, increasing property prices in the major metros enable financiers to unlock value in case of defaults. (Source: CRISIL Research – Religare Finvest Limited – Trends in SME Financing – August 2012)

Increased focus of NBFCs in LAP market to drive growth

NBFCs/HFCs are the leading players in the LAP market with a market share of 51 per cent whereas public sector banks have less than 10 per cent market share. The larger presence of NBFCs in the LAP market is not surprising. Retail finance products such as vehicle loans, unsecured personal loans, loan against shares, etc, were introduced by NBFCs, who strategically look out for new avenues to earn higher yields. Due to higher cost of funds in comparison to banks, NBFCs have to venture into high-yield loans (also relatively riskier asset classes) to keep margins high, as they will not be able to achieve such margins on standard products such as home loans.

Category of customers Share in disbursements End-use of loan

Self-employed non-professional (SENP) 75%

Self-employed professional (SEP) 10%

Funding marriage

Higher education

Foreign travel

Health treatment

Repayment of previous loans

Salaried 15%

Capacity expansion Diversif ication into the

same line of business or a different vertical

Debt consolidation

93

Led by their strong origination skills and collection processes, NBFCs have created a niche for themselves in the LAP market. NBFCs have an edge over banks, given their quicker turnaround times in meeting borrower needs in the LAP market. Systems and process upgradation focus on high potential branches and enhanced orientation towards a relationship-based model has resulted in healthy improvement in operating efficiencies for NBFCs. (Source: CRISIL Research – Religare Finvest Limited – Trends in SME Financing – August 2012)

Various schemes offered by financers under the LAP umbrella

(a) Declining overdraft facility

Banks dominate this product segment as NBFCs cannot directly offer overdraft facilities to customers. In this scheme, the borrowing limit declines every month by a specified amount. Thus, if the customer has used up the sanctioned limit, he will be required to repay the interest along with the principal for an amount equal to the decline in the limit, in the following month. Moreover, in this case, the customer does not have to submit his inventory details every quarter, which is essential in the case of a pure overdraft facility. However, the problem lies in getting the customer to use this account for his business transactions so that the funds flow from the account can be monitored. (b) Term lending facility

The term lending facility is similar to a term loan given to the customer, where repayment is in the form of EMIs. (c) Lease rental discounting

This scheme is used, when the property mortgaged is commercial. Here, the EMI is set off against a share of the rentals earned by leasing the property. In this scheme, it is very important that the credentials of the client are well-established and that the client has the wherewithal to fulfil the terms of the contract, thus reducing possibilities of a default. However, the share of disbursements under this scheme (as a percentage of total LAP disbursements) is very low at 5-10 per cent. (Source: CRISIL Research – Religare Finvest Limited – Trends in SME Financing – August 2012) Key market trends

(a) Average ticket size for LAP is higher as compared to a housing loan

The average ticket size of LAP is typically higher than that of housing loans, as the market for LAP is primarily concentrated in urban areas and is mainly raised to fund business requirements. (b) Higher prepayments by customer lead to lower tenures in LAP

The average tenure of LAP is lower than that of housing loans because of a lower contracted tenure and higher prepayments by customers. As most customers are self-employed, prepayments are typically linked to business cycles. (c) LAP offers higher yields to financiers

The yields on LAP are directly proportional to the risk faced by the financiers. Typically, the yields on residential properties are lower by 50-100 bps as compared to commercial properties. In the residential segment, yields are higher for vacant or rented properties as compared to self-occupied properties. This is because the probability of default in the case of a vacant or rented property is much higher than a self-occupied one as the emotional attachment of borrowers to their homes tempers the level of delinquencies in the Indian market. (d) Property valuation based on market price leads to lower loan-to-value (LTV) ratio

The loan-to-value (LTV) in LAP disbursements is linked to the current market value of the property, whereas in the case of housing loans, the LTV is based on the agreement value of the property. Being an important credit parameter, the LTV varies with the risk of the associated collateral. Similar to the pattern seen in yields, a self-occupied residential property typically attracts a higher LTV of 60 per cent, followed by a vacant or rented property (around 55

94

per cent) and a commercial property (50 per cent). (e) Higher installment-to-income ratio (IIR) in case of LAP

The installment-to-income ratio (IIR) is higher in the case of LAP as cash generation from the business funded is typically higher than the net profits shown in the books for income tax purposes. The following table summarises the differences between a typical home loan and LAP:

Comparison across key market trends


(f) LAP more profitable than housing loans

LAP is a high risk and high return product. Although secured by a similar collateral, the average yield on LAP is 200-250 bps higher than the yield on home loans. As a result, the average gross spread is also higher for LAP. Due to higher spreads, LAP is more profitable at the net level despite higher operating expenses provided credit losses are kept under control. More than two-thirds of the home loan disbursements are made to salaried employees with stable income, which makes home loans a highly secured asset class. As against this, LAP market is dominated by self employed professionals who form more than 85 per cent of the overall disbursements. The net credit losses are also higher for LAP (2.5 per cent as compared to 2.0 per cent in home loans) as the risk of defaults is higher in this market dominated by the self employed, whose businesses are vulnerable to business cycles. Moreover, as the end use of the disbursements is not closely monitored, the funds could be misused leading to higher defaults. The operating expenses on LAP are higher at 1.2-1.4 per cent as compared to home loans, as the business largely originates from DSAs, whose payouts are higher for LAP than for home loans. (Source: CRISIL Research – Religare Finvest Limited – Trends in SME Financing – August 2012) OVERVIEW OF COMMERCIAL VEHICLE FINANCE SECTOR In terms of global scale, the Indian automotive industry is the second largest two-wheeler market in the world, the fourth largest heavy commercial vehicle market in the world and the eleventh largest passenger vehicle market in the world. As one of the largest industrial sectors in India, it contributes nearly 17.0% to total indirect taxes. Although the automotive industry provides direct and indirect employment to over 13million people, the penetration levels for vehicles in India are among the lowest in the world. [Source: Society of Indian Automobile Manufacturers (SIAM)]. According to the Automotive Mission Plan 2006-2016, prepared by the Ministry of Industries & Public Enterprises, Government of India, (“Automotive Mission Plan”), India is emerging as one of the world’s fastest growing passenger car markets and the second largest two wheeler manufacturer. The growth of the Indian middle class with increasing purchasing power along with robust growth in economy in recent years has attracted major global auto manufacturers to Indian market. The Indian automotive industry after de-licensing has grown approximately at a rate of 17%. The growth rate for overall domestic sales for 2011-12 was 12.24% amounting to 17,376,624 vehicles. Passenger Vehicles segment grew at 4.66% during April-March 2012 over same period last year. Passenger Cars grew by 2.19%, Utility Vehicles grew by 16.47% and Vans by 10.01% during this period. For the first time in history car sales crossed

Parameters LAP Housing

Average ticket size (Rs mn) 4.5-5.0 2-2.5

Average contracted tenure (years) 10 15

Average Actual tenure (years) 5-6 9-10

Installment to income ratio (per cent) 55-60 40-45

Loan to value ratio Residential : 65%

Commerical : 55%

(based on market value)

~75%

(based on agreement value)

95

two million in a financial year. Three Wheelers sales recorded a decline of (-) 2.43% in April-March 2012 over same period last year. While Goods Carriers grew by 6.31% during April-March 2012, Passenger Carriers registered decline by (-) 4.50%. Total Two Wheelers sales registered a growth of 14.16% during April-March 2012. Mopeds, Motorcycles and Scooters grew by 11.39%, 12.01% and 24.55% respectively. (Source SIAM, http://www.siamindia.com/media/release/ViewMedia.aspx?id=309) During April-March 2012, the industry exported 2,910,055 automobiles registering a growth of 25.44 %. Passenger Vehicles registered growth at 14.18% in this period. Commercial Vehicles, Three Wheelers and Two Wheelers segments recorded growth of 25.15%, 34.41% and 27.13% respectively during April-March 2012. For the first time in history car exports crossed half a million in a financial year. (Source SIAM, http://www.siamindia.com/media/release/ViewMedia.aspx?id=309) Commercial Vehicles Industry

The commercial vehicle industry is segmented into “light commercial vehicles” (for vehicles with gross vehicle weight of less than 7.5 tons) and “medium and heavy commercial vehicles” (for vehicles weighing more than 7.5 tons). The performance of the medium and heavy commercial vehicle industry bears a high correlation with industrial growth and is driven by economic development, improved road infrastructure (such as the Golden Quadrilateral) for long haulage transportation and a favorable regulatory environment (in this regard, demand created in the years 2006-2007 was attributable to the strict enforcement of overloading restrictions and age norms). In turn, the performance of the light commercial vehicle industry tends to be less cyclical in nature and is driven by GDP growth and demand for last mile distribution. The market share of light commercial vehicles increased rapidly - the introduction of a sub-one ton carrier by certain players created a new segment typically occupied by three-wheelers and similar forms of intra-city transport, resulting in significant growth in the commercial vehicle market as a whole. Total domestic sales in the commercial vehicle industry reached 6,76,048 units in 2010-11. From 2004-05 to 2010-11, domestic sales had grown at a healthy CAGR of 13.4%. The reduction in domestic sales was attributed to the slowdown in economic development, credit availability and costs, an increase in fuel prices, in addition to the base effect due to the one-time demand created in 2006-07 by the strict enforcement of overloading restrictions. (Source: SIAM)

Numbers in italics represent change over previous year Source: Society of Indian Automobile Manufacturers ("SIAM")

The overall Commercial Vehicles segment registered growth of 18.20% during April-March 2012 as compared to the same period last year. While Medium & Heavy Commercial Vehicles (M&HCVs) registered a growth of 7.94%, Light Commercial Vehicles grew at 27.36%. (Source : SIAM, http://www.siamindia.com/media/release/ViewMedia.aspx?id=309 ) Disbursements to decline over 2012-13

Led by a robust 20.2 per cent growth in domestic commercial vehicle sales volumes, the CV finance industry is estimated to have seen a 19.1 per cent growth in disbursements in 2011-12. However, degrowth in MHCV sales and

Domestic commercial Vehicle Sales VolumesUnits

318,430351,041

467,765 490,494

384,194

532,721

676,408

0

200,000

400,000

600,000

800,000

2004-05 2005-06 2006-07 2007-08 2008-09 2009-10 2010-11

10.2%

33.3%4.9%

-21.7%

38.7%

27.0%CAGR : 13.4%

Domestic commercial Vehicle Sales VolumesUnits

318,430351,041

467,765 490,494

384,194

532,721

676,408

0

200,000

400,000

600,000

800,000

2004-05 2005-06 2006-07 2007-08 2008-09 2009-10 2010-11

10.2%

33.3%4.9%

-21.7%

38.7%

27.0%CAGR : 13.4%

96

slower growth in LCV sales is expected to impact disbursements in 2012-13 leading to 4-6 per cent de-growth in CV financing in 2012-13. Near term slowdown not witstanding, the CV financing industry is expected to grow at 15-17 per cent CAGR over the next five years to reach Rs 980-990 billion by 2016-17. The long-term growth would be driven by growth in underlying asset sales and higher average ticket size of loans. The small fleet operators (SFOs) and first-time users (FTU) will account for majority of the disbursements, with larger fleet operators (LFOs) accounting for the rest, (Source: CRISIL Research – Religare Finvest Limited – Trends in SME Financing – August 2012)

CV financing market


CV industry is in down turn, but long term drivers intact

The fortunes of the CV industry are directly linked with the macro-economic outlook. CRISIL Research expects India’s GDP growth to slow down to 5.5 per cent in 2012-13 after witnessing a growth of 6.8 per cent in 2011-12. Underlying, HCV sales volumes are expected to de-grow in 2012-13 by 12-15 per cent against 8.8 per cent growth it posted in 2011-12. The growths in LCV will also slowdown from 30.2 per cent in 2011-12 to around 13-15 per cent in 2012-13. The growth in the LCV segment will be driven by network expansion, new product launches and healthy demand for small pick-up vehicles, (Source: CRISIL Research – Religare Finvest Limited – Trends in SME Financing – August 2012)

Long-term growth drivers intact; Industry to grow at 11-13 per cent CAGR over 2012-2017

Near term downturn notwithstanding, the CV industry will grow strongly over the next five years as structural growth drivers for the industry remain intact. The LCV segment growing at 14-16 per cent CAGR will be the key contributor to industry growth. The growth in the LCV segment will primarily be driven by increasing penetration due to proliferation of hub-and-spoke model, growth in organised retail and improvement in rural road infrastructure, (Source: CRISIL Research – Religare Finvest Limited – Trends in SME Financing – August 2012)

The HCV segment is expected to grow at 8-10 per cent CAGR, while the LCV segment will grow faster at 14-16 per cent. Gradual improvement in the economy post 2012-13, healthy freight traffic demand and growth in construction activities will drive the growth for HCV segment over the next five years, (Source: CRISIL Research – Religare Finvest Limited – Trends in SME Financing – August 2012) LTVs to remain stable

CRISIL Research estimates that the average loan-to-value ratios (LTVs) will remain stable in 2012-13. The LTVs had increased from 74 per cent in 2009-10 to 75 per cent in 2010-11 due good growth witnessed in the sector. However, weakening economic environment and slowdown in the industry is expected to lead to stringent credit appraisal mechanisms by the financiers and stable LTVs. Small fleet operators and first-time users continue to remain relatively risky from a financier's perspective. We expect the average LTV to increase marginally over the next five years to reach 77 per cent, (Source: CRISIL Research – Religare Finvest Limited – Trends in SME Financing – August 2012)

in Rs bn 2011-12E 2012-13P Growth 2016-17P 5-year CAGR

LCV 132 155-160 17-19% 310-315 18-20%

HCV 347 300-305 (12)-(14)% 670-680 14-16%

Total 479 460-470 (4)-(6)% 980-990 15-17%

97

Average LTVs and finance penetration

Source: CRISIL Research Finance penetration to remain high

The commercial vehicle finance industry is already highly penetrated in terms of credit availed. Typically, more than 95 per cent of vehicle purchases are made through loans. Although finance penetration had decreased marginally in 2008-09, it returned to normal levels of ~96 per cent in 2009-10. This reflects the high dependence of the transporters on the finance industry. The finance pentration increased to ~97 per cent in 2011-12 and is expected to remain at 97-98 per cent over the next five years, (Source: CRISIL Research – Religare Finvest Limited – Trends in SME Financing – August 2012) Profitability declined in 2011-12 with increase in cost of funds

CRISIL Research estimates net margins of CV financiers to have declined in 2011-12 by 20-25 bps. Higher increase in cost of funds than average yields exerted pressure on net margins of the CV financiers. However, strong industry growth in 2011-12 resulted in a decline in operating expenses and credit losses, (Source: CRISIL Research – Religare Finvest Limited – Trends in SME Financing – August 2012) CRISIL Research expects a 100 bps decline in interest rates over 2012-13. It is expected to result in higher gross spreads for financiers as they are not expected to completely pass on the decline in cost of funds to the customers. However, the expected increase in credit losses due to weak environment would exert pressure on the profitability. The operating expenses are expected to remain constant, (Source: CRISIL Research – Religare Finvest Limited – Trends in SME Financing – August 2012) Used CV financing presents strong growth and margin potential

Financiers have shown increased interest in used CV financing as it offers opportunity to earn high margins even after providing for cash losses and high operating expenditure. The key success factors for financiers in this segment include assessing and pricing the risk involved in the asset class and customer class. However, to succeed in this market, financiers need to develop proper network to service the customers, ensure timely collections to reduce cash losses and understanding of the credit profile of the customer by having a grass root level presence, (Source: CRISIL Research – Religare Finvest Limited – Trends in SME Financing – August 2012)

Demand drivers for Used CV financing

(a) Increased demand for used CV

Disbursements would grow in the used CV financing segment because of the high demand for used CV with the introduction of the hub and spoke model. Growth in economic activity with the introduction of hub and spoke model has increased redistribution demand; thus providing a sustained demand for freight. This demand along with improved

95.7 97.4 97.4 97.1 98.0

73.9 75.3 75.4 75.5 77.2

0.0

20.0

40.0

60.0

80.0

100.0

120.0

2009-10 E 2010-11 E 2011-12 E 2012-13 P 2016-17 P

(%)

Penetration LTV

98

infrastructure would ensure the profitability of fleet owners operating even with the old vehicle. The profitability of the fleet owners would ensure their loan repayment capability and give comfort to the financiers in terms of the asset quality. (b) Growth in accumulated stock for the LCV and MHCV segment

Accumulated stock for the last five years (2006-07 and 2011-12) has risen at a CAGR of 18.5 per cent and7.8 per cent in the LCV and MHCV segments, respectively. The reason for the increase in the stock of vehicles is the high growth in the underlying asset over the last few years. The rise in the stock available for resale would subsequently increase the need for finance in this market. CRISIL Research estimates that this large number of stock in the lower age group would be available for resale in the near future. (c) Used CV market driven by Small Fleet Operators (SFOs) and First Time Users (FTUs)

The buyers of used CV are usually the SFOs and the FTUs. Although SFOs own more than 70 per cent of the vehicles; they mostly depend on large fleet operators (LFOs) to get contracts. SFOs are the most hit when there is a downturn due to decreased demand and the LFO, after utilising their own capacity, have lesser orders to pass on to the SFOs. Thus, income of SFOs is more susceptible to cyclicality and hence they have lesser bargaining power. This reduces their affordability to purchase new CV. (Source: CRISIL Research – Religare Finvest Limited – Trends in SME Financing – August 2012)

Higher net margins vis-à-vis new CV finance

Financiers can charge a broad range of interest rates depending on the customer profile and asset class and earn higher yields. The operating expenditure and the cash losses are mostly offset by higher yields earned. The operating and managing efficiency would depend on the financier’s capability to develop proper network to service the customers, ensure timely collections to avoid cash losses and understanding of the credit profile of the customer by having a grass root level presence. Ability to manage asset quality is key Though the used CV finance market has huge potential for growth and provides high yielding opportunities, key success factors for the financiers would be their knowledge about the asset class and the customer profile. With respect to asset class, financiers need to arrive at the right resale value of the used CV based on factors like number of owners, entry of new variant in the market, distance travelled by the vehicle, year of manufacture, operating cost and the insurance validity and warranties. It is also essential to posses grass root level market knowledge to determine “willingness” of the borrower to repay as the customer class in the used CV financing market are characterised by a peculiar profile with traits including underdeveloped banking habits, relatively higher irregularity of cash flows and lack of collateral. The ability of the financier to manage asset quality for these customers is the key to maintain profitability. (Source: CRISIL Research – Religare Finvest Limited – Trends in SME Financing – August 2012)

OVERVIEW OF THE LOANS AGAINST SHARES MARKET

What is loan against share (LAS)?

Under LAS, a loan is advanced against the security of listed equity shares. Loans are extended only against those securities that are a part of the approved list maintained by the company. (Source: CRISIL Research – Religare Finvest Limited – Trends in SME Financing – August 2012) LAS offers the opportunity to leverage investments in shares for loans to meet unforeseen expenses. It provides liquidity to the borrower without having to sell his shares. LAS can be availed of for any personal and/or business purposes and this has to be declared at the time of origination. However, unlike LAP disbursements, the end-use of LAS is restricted. It cannot be used for:

99

• speculative purposes

• inter-corporate investments or

• acquiring controlling interest in company / companies.

The typical yield that the company generates on its LAS disbursements is 14-16 per cent. The typical tenure varies from 15 days to 12 months and the average ticket size is around Rs 2-3 million. Typically, loans are given against an approved list of securities maintained by the financier and the LTV varies from 40-80 per cent. The growth in the LAS business is influenced by the performance of the equity markets. Over the next 2 years, we expect growth in the LAS market to be around 14-16 per cent with NBFC increasing their focus on secured asset classes. The increasing growth in this segment can be attributed to the liquid nature of the collateral and high collateral cover, which protects asset quality. Although financing in this market is secured against a collateral; strength of loan covenants stipulated become critical; should a financier have to liquidate in the event of steep fall in the value of the collateral. (Source: CRISIL Research – Religare Finvest Limited – Trends in SME Financing – August 2012) Although LAS is a relatively small market, this segment has performed well on the asset quality front. In the recent past, this segment witnessed both an economic downturn (affecting the borrower’s cashflows) and a steep fall in the collateral values (resulting from sharp fall in the capital markets). Despite this, the gross NPAs in this segment has been very low across the credit cycle of past 3-4 years as the collateral has high liquidity. (Source: CRISIL Research – Religare Finvest Limited – Trends in SME Financing – August 2012)

100

OUR BUSINESS

In this section any reference to “we”, “us” or “our” refers to Religare Finvest Limited and/or its Subsidiary, RHDFCL, as the context may require. Unless stated otherwise, the financial data in this section is as per our unconsolidated financial information prepared as per the requirements of the Debt Regulations and the Companies Act, 1956 set forth elsewhere in this Prospectus. The following information should be read together with the more detailed financial and other information included in this Prospectus, including the information contained in the chapter titled “Risk Factors” beginning on page 1 of this Prospectus. Overview

We are a Systemically Important Non-Deposit Accepting NBFC, focusing on small and medium enterprises (“SME”) financing and retail capital market financing. We also provide loans to corporates and also do corporate auto leases. We are a subsidiary of Religare Enterprises Limited (“REL”), a diversified financial services company. We offer a diversified and broad suite of lending products to our SME, retail and other customers. Through our reach and focus on the SME segment and our broad product offering, we provide the debt capital to power the growth of the small and medium enterprises, which we believe is the backbone of India’s economy. For the purpose of consolidation of our lending portfolios and diversifying in the business of providing housing finance, our Company acquired 87.50% of the paid-up equity share capital of RHDFCL. The SMEs today constitute a very important segment of the Indian economy, accounting for around 95% of the industrial units. As per economic survey 2011-2012, the SME sector accounts for 45 % of goods manufactured and 40 % of exports. As such, growth of this sector is important for the economic and social development of the country. If the Indian economy is to move on to a higher growth trajectory, SMEs, who collectively contribute 17 % of India’s GDP, would have to grow and prosper. Ironically, although SMEs have been growing in size and importance, they often lack access to timely and adequate credit to meet working capital needs, incur high cost of credit, are technologically backward and also lack adequate infrastructure and skilled manpower (Source: CRISIL Research – Religare Finvest Limited – Trends in SME Financing – August 2012). The SME financing sector accordingly presents a unique and scalable funding opportunity which our Company has continued to capitalise on. Our lending products primarily aimed at providing financing to the SME segment include: 1. Loan against Property 2. Loan against/for Commercial Assets 3. Loan against Marketable Securities 4. Working Capital Loans – Secured and Unsecured Our Retail capital market financing includes the following products: 1. Loan against Securities 2. Employee stock option funding As part of the treasury activities, we also make loans to corporates on secured and unsecured basis. As on March 31, 2012, SME finance and retail capital market finance activities accounted for 70% and 13% of our total loan book respectively. Corporate lending represented 15% of our loan book as on March 31, 2012 and corporate auto lease represented 2% of our loan book as on March 31, 2012. Further, our SME finance comprises of loans against property representing 47% of our total loan book as on March 31, 2012, commercial asset loans (commercial vehicle and construction equipment finance) representing 10% of our total loan book as on March 31, 2012, SME working capital financing representing 8% of our total loan book as on March 31, 2012 and loans against marketable securities representing 5% of our total loan book as on March 31, 2012. Our retail capital market finance comprises of loans against securities representing 13% of our total loan book as on March 31, 2012.

101

Our Promoter, REL, through the entities promoted by it, offers a diversified range of financial services and products across different platforms, including equity and commodity broking, lending, online trading, investment banking, institutional equities, private client brokerage, wealth management, asset management, portfolio management services, investment advisory services, life insurance, health insurance, providing integrated solutions to financial services needs across a diversified class of customers. REL’s diversified service platform has been designed to allow entities within the Religare Group to leverage relationships, thereby increasing our ability to cross-sell our products and services. Over the past several years, we have expanded our presence into markets that are of greater relevance to the products we offer. As on June 30, 2012 our Company has a distribution network of 25 branches spread across the country. We believe our pan-India presence allows us to continue to capitalise on opportunities to grow our loan portfolio and that our in-house ability to appraise credit quality is a key to taking efficient credit decisions. Our Company’s employee strength as on June 30, 2012 was 1,018.

Our Income from Operations and Net Profit After Tax (PAT) for the financial year ending March 31, 2012 is ` 18,213.10 million and ` 1,378.23 million respectively. Our Income from Operations and Net Profit After tax has grown at a CAGR of 98% and 16% respectively over the last three fiscal years. Our Loan Book has grown at a CAGR of 75% over the last three fiscal years. Our aggregate loan book as at March 31, 2012 was ` 125,735.98 million.

Key Operational & Financial Data

The table below sets forth operational and financial data as at and for the fiscal years 2012, 2011 and 2010.

As at March 31, 2012 As at March 31, 2011 As at March 31, 2010

Long Term Borrowings (` Million) 53,610.47 33,965.31 7,915.00

Short Term Borrowings (` Million) 50,592.78 44,773.55 32,880.97

Other Current Liabilities

- Debentures (` Million) 4,913.48 5,170.00 600.00

-Term Loans from Banks (` Million) 15,155.55 6,171.30 1,400.00

-Interest accrued and due on Unsecured Loans (` Million)

- 28.51 15.26

-Interest accrued and due on Secured Loans (` Million)

79.95 - -

Total Borrowings (`̀̀̀ Million) 124,352.23 90,108. 67 42,811.23

Net Worth (` million) 20,805.65 16,101.34 14,656.75

Debt Equity ratio (x) 5.98 5.60 2.92

Capital Adequacy Ratio (%) 19.65 16.16 21.67

Net NPA (% to Total Loan Book) 0.51 0.02 0.12

Loan-Book as on March 31, 2012

The product-wise loan book for Fiscal Year 2012, 2011 and 2010 of our Company is as follows:

102

Product (`̀̀̀ million) As at March 31, 2012 As at March 31, 2011 As at March 31, 2010

SME Financing

Loans Against Property 58,709.84 35,588.20 9,222.51

Commercial Assets 12,102.46 14,234.98 4,744.02

SME Working Capital Loans 10,854.51 6,817.87 3,067.06

Loans against Marketable Securities 7,094.93 8,503.32 2,020.10

Sub Total (A) 88,761.74 65,144.37 19,053.69

Corporate Auto Lease (B) 2,303.43 1,133.39 48.93

Retail Capital Market Finance

Loans Against Securities 16,054.38 12,688.31 8,123.86

ESOP Funding 20.19 163.47 -

Sub Total (C) 16,074.57 12,851.78 8,123.86

Corporate Lending (D) 18,537.96 10,323.06 12,708.06

Personal Loan ( E) 58.28 216.67 921.37

Grand Total (A)+(B)+(C)+(D)+( E) 125,735.98 89,669.27 40,855.91

Our Competitive Strengths

Diversified product portfolio with dedicated product management teams

Our Company’s product portfolio primarily comprises of loan against property, secured & unsecured working capital loans, commercial asset loans (including construction equipment and commercial vehicle loans) to small and medium enterprises, secured and unsecured corporate loans, corporate auto lease, loan against marketable securities and/ or other securities. Our diverse revenue stream reduces our dependence on any particular product line thus enabling us to spread and mitigate our risk exposure to any particular industry, business, geography or customer segment.

Each of our product lines is supported by a team of experienced and dedicated professionals. Our senior and middle management team comprise officials with significant experience in the financial services sector and particularly in the financing industry, which we believe helps our Company implement policies and processes to ensure healthy credit quality and high standards of work ethics.

Synergies with our Promoter facilitates cross selling of our products and services

REL, through its subsidiaries and joint ventures, offers to its customers a diversified financial services platform that provides various products, such as SME financing, equity and commodity broking, wealth advisory services, life insurance, health insurance, investment banking and institutional broking. REL’s diversified service platform has been so designed to allow entities under the Religare Group, like ours, to leverage relationships across various lines of businesses, thereby increasing our ability to cross-sell our products and services.

Further we believe that REL’s experience in the various facets of the financial services sector through the entities promoted by REL allows us to understand market trends and mechanics and helps us in designing our products to suit the requirements of our target customer base as well as to address opportunities that arise out of changes in market trends.

Wide Distribution Network

As on June 30, 2012 our Company had a distribution network of 25 branches spread across the country. We believe that our pan-India presence allows us to continue to capitalise on opportunities to grow our loan portfolio and our in-house ability to appraise credit quality is a key to our efficient credit decisions. With our pan India presence and dedicated distribution, operations and underwriting teams, we seek to ensure that our credit assessment processes are robust and we provide financial facilities to creditworthy customers.

103

Further, our Company benefits from the cross sell opportunities available through the other locations covered by our Religare Group which gives us a strong pan-India presence. Robust Risk and Credit Management Systems

In our SME financing segment, we are driving to build a robust loan portfolio while minimizing and managing credit risks. The Company employs strict risk management standards to reduce credit risks and maintain asset quality and has developed robust recovery processes. Our senior management consists of personnel who have extensive experience in lending, banking and finance companies, to develop and implement RFL’s credit policies and processes and thus, have been able to strengthen its credit appraisal and risk management systems. We also use Religare’s Group in-house research capabilities and insight into industry and sectoral outlook to make well informed decisions in the business. We do the credit appraisal at each level in the organization. The credit decisions are approved at branch, regional and central head office level. Each division independently appraises the applicants’ established business and earnings and approve the credit application for loan offer. For effective and timely portfolio management, we have put in place a centralized risk analytics team publishing credit and portfolio performance reports for management’s review. We utilise advance statistical tools like customer behaviour scorecards for early identification of potential risks in our portfolios and to take corrective actions accordingly as required. The reports provide detailed information on various portfolio segments and ascertain the risk. In addition, periodic collection reviews are conducted on delinquent customers and segments to identify and evaluate any problem areas, to drive collection efficiencies and future acquisitions. Under our retail capital market finance division, we use centralised technology platforms for functions such as portfolio tracking against the securities market, risk management, operational control, credit approval and account management. Centralisation of these critical functions permit close supervision of portfolio and customer accounts by central risk management team, thereby reducing market risk, credit risk and operational risks. The information technology systems are capable of real-time analysis of customer and market data which allows us to provide our customers with superior service and helps us in effective risk management. Access to a range of cost effective funding sources

We fund our capital requirements through a variety of sources. Our fund requirements are currently predominantly sourced through term loans from banks, issue of redeemable non-convertible debentures on a private placement basis, commercial papers, cash credit and working capital facilities from banks. We access funds from a number of credit providers, including nationalized banks, private Indian banks and foreign banks, and our track record of prompt debt servicing has allowed us to establish and maintain strong relationships with these financial institutions. We have also in the recent past raised subordinated loans eligible for Tier II capital. We also undertake securitization/assignment transactions as a cost effective source of funds.

We believe that we have been able to achieve a relatively stable cost of funds despite the difficult conditions in the global and Indian economy and the resultant reduced liquidity and an increase in interest rates. We believe that we are able to borrow from a range of sources at competitive rates.

Strong Commitment from REL and its promoters

Our Company benefits from the guidance it receives from the highly experienced and professionally managed Board of our promoter company, REL. The Board of REL comprises of industry veterans and experienced professionals, who through their overall supervision and oversight over the subsidiary companies provide valuable guidance on their business model and strategy. REL and Religare Group entities also benefit from the strong commitment from their promoters, inter alia including individual promoters, Mr. Malvinder Mohan Singh and Mr. Shivinder Mohan Singh. REL’s business expansion, through its subsidiaries/joint ventures, including our Company, has been supported by capital contributions by its promoters and promoter group. Since the listing of REL in the year 2007, from time to time REL’s promoters and promoter group has contributed funds to REL through capital infusion by way of subscription to equity shares offered on a rights basis, equity shares offered pursuant to a preferential allotment and equity shares

104

issued pursuant to exercise of warrants. REL in turn has from time to time invested in our Company through subscription to our Equity Shares and Compulsorily Convertible Debentures of our Company. For further details please refer to the section titled “Capital Structure” on page 55 of this Prospectus. This demonstrates the strong commitment of REL’s promoter and promoter group towards REL’s business expansion plans through its subsidiaries, which include our Company.

Our Strategies

Build on a scalable operating platform

Our Company’s SME finance business follows a region focused structure wherein our regional business directors are responsible for business development and profitability of our business for their respective regions. We have built a hub and spoke operating platform which we believe is scalable and can provide operational efficiencies for our future growth. We intend to strategically leverage the platform in building our SME finance book. We also intend to increase our operations in eastern India where we historically had relatively limited operations. This would not only help us in growing our loan book but also help us in achieving better geographic diversification in the loan portfolio.

Optimizing return while maintaining quality of Loan Book

We have consciously chosen to focus on providing secured loan products, which represent approximately 86% of our loan book as on March 31, 2012. We believe that we have implemented robust credit and strong risk management systems which we intend to rely upon to optimize our product mix in our loan portfolios. In addition to our secured loan products, we intend to also grow our unsecured assets portfolio in a measured manner, ensuring good quality standards of the portfolio. We believe that this will also help us in maintaining our margins in a rising interest rate scenario.

Continue to leverage on the strong synergies within REL group

We are focused on leveraging the synergistic opportunities presented by being a part of REL’s well diversified financial services platform. The relationships we have developed with our customers provide us with opportunities for repeat business and to cross sell our other products and services. For instance, relationship with our SME customer base can be leveraged to serve individual needs of proprietors, be it wealth management, life insurance, equity broking etc and vice versa. REL also offers capital markets advisory services to help SMEs in their growth which presents us with an accessible prospective customer base.

Focusing on Large Ticket Quality Business

We wish to increase our focus on large ticket loan transactions with very good credit quality of customers having single or diversified collaterals. We believe that these transactions will help us significantly increase the size of the book, leveraging upon our existing resources. There is a significant scope to increase our Loan Book at competitive spreads and a very high credit quality in the rapidly growing SME sector. We particularly intend to focus on our loans against property portfolio. According to CRISIL, loans against property fit the requirements of most SMEs, who constantly need funds to meet their rising working capital requirements. Based on interactions with leading financiers, CRISIL Research estimates total LAP disbursements to be at about ` 320 billion for 2011-12, which is expected grow by 20 % CAGR to ` 450-470 billion by 2013-14 (Source: CRISIL – Religare Finvest Limited – Trends in SME Financing – August 2012). Our Company therefore sees significant opportunities in the loans against property segment which we intend to capitalise on.

Attract and retain high quality talent

The intellectual capital of our management teams, as well as other professionals in our business, is critical to our success, and we accordingly intend to continue to focus on attracting and retaining high quality talent. In order to achieve this, we will continue to capitalize on our strengths in the area of recruiting and retention. With a view to attract, motivate and retain our employees, our Company has devised an ESOP scheme called ESOP Scheme 2010. In particular, we plan to consolidate our position as an employer of choice within the NBFC sector.

Our Corporate Structure

Operating Organization

Regional Business

Director

President Capital Market

Finance

ALCO

Our Company is structured around two broad subThe operating organization market finance consists of our front end activities such as sales, credit, operations and collections. The governance organization supports the operating structure with risk management, finance, legal, strategy, information technology

Our Products Our current lines of business can be broadly categorised

SME Lending

Loan Against Property

Loan against/for Commercial Asset

Working Capital Term Loan

Loan against Marketable Securities

105

Board Of Directors

MD & CEO

President –Capital Market

Finance

Governance Organization

Chief Risk Officer

Product

& Business

Development

Audit & Process Control

Operating

Risk Management

Committee

Our Company is structured around two broad sub-organisations – operating organisation and governance organization. The operating organization led by regional business directors and president

f our front end activities such as sales, credit, operations and collections. The governance organization supports the operating structure with risk management, business development,

ion technology and compliance.

can be broadly categorised as follows:

Retail Lending

Loan Against Securities

ESOP Financing

Corporate Auto Lease

Chief Operating

Officer

operating organisation and governance organization.

led by regional business directors and president-capital f our front end activities such as sales, credit, operations and collections. The governance

business development, audit & process control,

Corporate Auto

106

SME Lending Products

The SME Finance segment of our Company is engaged in providing growth capital to small and medium enterprises. Our Company offers a range of products for this segment including loans against property, commercial asset loans (commercial vehicle loans, construction equipment loans and corporate leasing) and secured and unsecured working capital loans, and loan against marketable securities.

SME Loan against property: Our ‘SME loan against property’ product enables our customers to obtain loans against their immovable assets (residential or commercial property). The customers are generally offered upto 65% of asset value as loan based on their loan servicing capabilities and financial strengths. The original title deeds of the collateral offered are maintained by our Company. Before granting the loans, a title search on the collateral is conducted by local advocates. Loans offered under this product may be utilised towards different purposes including business expansion and purchase of plant and machinery. Our total book size (net of repayments and assignments) for the product as on March 31, 2011 was ` 35,588.20 million. Our total book size (net of repayments and assignments) for the product as on March 31, 2012 increased to ` 58,709.84 million. During Fiscal Year 2012, we have assigned SME Loan against property of ` 682.62 million to other lenders. SME Working Capital Loans: The SME working capital loans caters to working capital and other short / medium term financial requirements of small and medium enterprises, self-employed businessmen and professionals. Loans are granted post detailed financial analysis and credit underwriting of the customers. We offer both secured and unsecured loans. The loan value for unsecured working capital loan is determined by the financial strength and loan servicing ability of the customer. For secured working capital loan, the loan value is determined by the value of the plant & machinery offered as collateral and the debt servicing ability of the customer. Our total book size (net of repayments and assignments) for the product as on March 31, 2011 was ` 6,817.87 million. Our total book size (net of repayments and assignments) for the product as on March 31, 2012 increased to ` 10,854.51 million. During Fiscal Year 2012, we have assigned SME Working Capital Loans of ` 1,168.42 million to other lenders. SME Commercial Assets: SME commercial asset funding is extended by our Company in both commercial vehicles (new or used assets) as well as construction equipment (heavy or light equipment) segments to organised operators and service providers. The value of the underlying asset forms the basis for the amount of loan offered to the customer. Our total book size (net of repayments and assignments) for the product as on March 31, 2011 was ` 14,234.98 million. Our total book size (net of repayments and assignments) for the product as on March 31, 2012 was ` 12,102.46 million. During financial year 2012, we have assigned SME commercial assets loans of ` 8,755.63 million to other lenders. Loans Against Marketable Securities: This product entails lending to promoters of large, reputed SMEs and corporates against listed shares held by them in their companies and other collateral, in order to augment the resources at the disposal of the promoters. Our Company undertakes credit appraisal to establish the serviceability of the loans and also maintains a high margin of safety on the security. The total book size for the product as on March 31, 2012 was ` 7,094.93 million. The loan to value in this product varies and is according to the financial strength of the customer, market capitalisation of the company whose shares are offered as collateral and other collateral offered by the customer.

Retail Capital Markets Lending Products

Loans against securities: Our loans against securities are primarily against listed shares, mutual funds units, bonds and debentures and our business to the retail segment involves offering loans secured by securities, as mentioned above, held by retail customers. The securities are classified under various categories based on certain key criterias including market capitalisation of the company, liquidity in market, financial performance of the company. Our total book size (net of repayments and assignments) for the product as on March 31, 2011 was ` 12,688.31 million. Our total book size (net of repayments and assignments) for the product as on March 31, 2012 increased to ` 16,054.38 million. The loan eligibility and amount is determined by the security offered by the customer. Employee Stock Option Funding: Employee stock option funding allows employees who have been awarded company stock options under a scheme to take a loan against vested stock options and shares allotted on exercise. Many corporates proactively facilitate the exercise of such options by their employees through this mechanism. The total book size for the product as on March 31, 2012 was ` 20.19 million.

107

Corporate Auto Lease

This product caters to funding of car leases to corporates across a range of industries in most of the Tier-1 cities and some of the Tier-2 cities. The car lease program falls under the category of finance lease. The offering is given to corporates who we believe have a sound financial credibility. Our total book size (net of repayments) for the product as on March 31, 2011 was ` 1,133.39 million. Our total book size (net of repayments) for the product as on March 31, 2012 increased to ` 2,303.43 million.

Additionally, we also offer loans wherein the security offered by our customers are a mix of various collaterals that we lend against. In such cases, we evaluate the financial strength of the customer as per our norms and take the value of each of the collateral to determine the loan amount to be offered.

Borrowings

We raise funds from diversified sources and through a wide range of instruments in order to reduce our funding cost and to have a large lender base. This helps us to raise resources at the most competitive rates, protect interest margins and maintain a diversified funding portfolio that enable us to achieve funding stability and liquidity. Our sources of funding comprise of term loans from banks and financial institutions, working capital loans/cash credits/overdraft facilities from banks, redeemable non-convertible debentures and commercial paper. As on March 31, 2012 the total secured borrowings availed by our Company aggregated to ` 92,329.09 million and unsecured borrowings availed by our Company aggregated to ` 32,023.14 million. The following table sets forth the principal components of our secured loans as of the dates indicated:

(Rupees in Million)

Secured Loans

As of March 31,

2012 2011 2010 2009 2008

Long Term Borrowings-

Debentures 10,551.05 4,643.00 3,840.00 - -

Term Loans from Banks 38,281.42 28,522.31 4,075.00 - -

Short Term Borrowings-

Loan repayable on demand from banks 20,479.38 7,750.00 2.10 395.03 -

Repo loans 868.26 - - - -

Debentures 2,000.00 - 660.00 - -

Loans and advances from Related parties - - - - 1,075.00

Other Current Liabilities-

Debentures 4,913.48 5,170.00 - - -

Term Loans from Banks 15,155.55 6,171.30 1,400.00 - -

Interest accrued and due on Secured Loans 79.95 - - - 16.25

Total 92,329.09 52,256.61 9,977.10 395.03 1,091.25

The following table sets forth the principal components of our unsecured loans as of the dates indicated:

(Rupees in Million)

Unsecured Loans

As of March 31,

2012 2011 2010 2009 2008

Long Term Borrowings-

Debentures 3,528.00 800.00 - 600.00 -

Term Loans from Banks 1,250.00 - - - -

Short Term Borrowings-

Loan repayable on demand from banks 1,200.00 - - - -

Loan repayable on demand from other parties - 4.24 - - -

Loans and advances from Related parties 1,120.00 3,116.50 216.10 1,354.50 867.50

Debentures - - 5,570.00 1,750.00 14,000.00

108

Unsecured Loans

As of March 31,

2012 2011 2010 2009 2008

Commercial Papers 24,925.14 33,902.81 26,432.77 1,844.71 995.00

Loans & Advances from Other Parties - - - 1,110.00

Other Current Liabilities-

Debentures - - 600.00 400.00 -

Interest accrued and due on Unsecured Loans - 28.51 15.26 2.06 -

Total 32,023.14 37,852.06 32,834.13 7,061.27 15,862.50

Increasingly, we have depended on term loans from banks and the issue of redeemable non-convertible debentures as the primary sources of our long term funding. We believe that we have developed stable long term relationships with our lenders, and established a track record of timely servicing of our debts, and thus continue to secure long term loans from banks. As of March 31, 2012, term loans and working capital loans from banks aggregated ` 77,234.62 million as compared to ` 42,443.61 million as of March 31, 2011. In Fiscal 2012, redemption of secured redeemable non-convertible debentures was ` 5,670.00 million. As of March 31, 2012, the aggregate outstanding amount of secured redeemable non-convertible debentures was ` 15,964.53 million as compared to ` 9,813.00 million as of March 31, 2011. Our short term fund requirements are primarily funded by working capital loans/cash credit/overdraft facilities and through commercial paper. Cash credit from banks including working capital loans outstanding as of March 31, 2012 was ` 22,547.64 million. As of March 31, 2012, outstanding commercial paper amounted to ` 24,925.14 million as compared to ` 33,902.81 million as of March 31, 2011. We also avail inter-corporate deposits from time to time. As of March 31, 2012, outstanding inter-corporate deposits amounted to ` 1,120.00 million as compared to ` 3,116.50 million as of March 31, 2011. Securitization/Assignment of Portfolio against financing activities We also undertake securitization/assignment transactions to increase our capital adequacy ratio, increase the efficiency of our loan portfolio and as a cost effective source of funds. We sell part of our assets under financing activities from time to time through securitization/assignment transactions as well as direct assignment. We are required to provide a credit enhancement for the securitization/assignment transactions by way of either fixed deposits or corporate guarantees. In the event a relevant bank or institution does not realize the receivables due under such loan assets, such bank or institution would have recourse to credit enhancement provided by us. The following tables set forth certain information with respect to our securitization/assignment transactions:

(Rupees in million)

For the Year Ended March 31,

2012 2011 2010 2009 2008

Total book value of loan assets securitized/assigned 10,606.67 593.22 2,768.71 - -

Sale consideration received for securitized/assigned assets 10,606.67 626.20 2,768.71 - -

Bank deposit provided as collateral 1,480.89 54.02 159.56 - -

Treasury Operations

Our treasury operations are mainly focused on meeting our funding requirements and managing short term surpluses. Our fund requirements are currently predominantly sourced through loans and by issue of debentures to banks, financial institutions and mutual funds. We also place commercial papers and mobilize inter-corporate deposits to meet our fund requirements. We have also in the recent past raised subordinated loans eligible for Tier II capital. We believe that through our treasury operations, we are able to maintain our ability to repay borrowings as they mature and obtain new loans at competitive rates. Our treasury department undertakes liquidity management by seeking to

109

maintain an optimum level of liquidity and complying with the RBI requirement of asset liability management. Our treasury maintains a balance between interest-earning liquid assets and cash to optimize earnings. As part of our treasury activities, we also invest our surplus fund in fixed deposits with banks, liquid debt-based mutual funds, corporate bonds, government securities, short term corporate loans and arbitrage activities. As part of our treasury activity, we also provide loans to corporates for short tenors on secured as well as unsecured basis. The terms and conditions for such transactions are negotiated on a bilateral basis. We conduct a proper KYC check at origination and at half yearly period on our customers. The transactions under this product category are approved by the loan/borrowing and investment committee. As on March 31, 2012, we had given loans aggregating to ` 8242.70 million to related parties of which ` 3,106.61 million was secured and ` 5,136.09 million was unsecured. Investments

Our Company also has made investments which are both current and long term in nature as of March 31, 2012. As part of our liquidity management philosophy and under our treasury operations, we invest our surplus fund in liquid investments in the form of fixed deposits with banks, liquid debt-based mutual funds, corporate bonds, government securities, short term corporate loans and arbitrage activities. All these appear under investments in our financial statements. We do not take any directional view on the markets while making these investments and are guided mainly by safety, liquidity and returns on these investments. We also have an arbitrage desk wherein we take hedged positions to capture the pricing differences between cash and derivative segments for equities and commodities. In addition, our Company has also made investments in funds promoted by our Religare Group which have a mandate to invest in alternate asset classes like art and media. These are strategic investments made for the purposes of supporting the Religare Group’s endeavour in developing these as alternate investment strategy. We have also invested in an arbitrage fund focused on identify mispricing between various market instruments at any given point of time and taking hedged positions to capture the pricing differences. It is a market neutral investment product and aims to deliver returns while maintaining zero market exposure.

Income from investing activity for the last 5 Fiscals:- (` ` ` ` in million)

Particulars

Year

ended

March

31, 2012

Year

ended

March

31, 2011

Year

ended

March

31, 2010

Year

ended

March

31, 2009

Year

ended

March

31, 2008


-Dividend Income 6.33 5.60 10.10 27.72 4.90

-Profit on Sale/Redemption of Long Term Investment - - 244.34 - -


- Profit on Sale/Redemption of Mutual Funds 56.90 159.52 250.19 76.26 59.71

- Profit on Sale/Redemption of Other Current Investments 32.81 45.33 - - -

Total 96.04 210.45 504.63 103.98 64.61

Our Processes

Customer Evaluation, Credit Appraisal and Disbursement

Our Credit Policies

All loans are sanctioned under the credit risk policy approved by our internal,RMC. Great emphasis is applied on demonstrated past and future assessment of income, repayment capacity and credit history prior to approving any loan. We undertake periodic update of credit policies based on portfolio performance, product profitability and market and economic development. Loan Origination We source all potential customers through approved channel partners or through our experienced and well trained sourcing teams. The channel partners undergo a detailed evaluation process covering their experience, past

110

performance, market standing and distribution business model before empanelment with us. Further, we monitor their performance periodically for adherence to processes prescribed for them for customer sourcing. Loan Management Technology Platform For loan against property, working capital loans and loans against commercial assets products, we use Finnone system which was procured from Nucleus Software Exports Limited, globally popular software in the banking and financial services industry. Finnone system has loan origination system, loan management system and collection and other modules to do the portfolio management and financial accounting. The application provides a seamless flow of the deal through its various stages of processing and maintains all records and audit trails. Evaluation

We undertake various credit control checks and field investigations on a prospective customer which inter-alia includes an internal data de-duplication check, CIBIL database check, fraud verification, asset verification and valuation, trade credit reference checks and other legal and technical verification procedures. After having completed our internal verification procedures all documents submitted by the prospective customer are checked and verified as required and any discrepancies and/or gaps in such documentation are highlighted and sent to the prospective customer for corrections, explanations and resubmissions as required.

All applications once logged into Finnone are evaluated on various parameters. Based on the demographic, financial and business information provided, Finnone automatically initiates internal and external checks which include de-duplication with the existing database to find possible matches with the existing customer list, automated generation of credit bureau reports to check customers past credit history with all financiers, contact point verification, valuation, legal and technical evaluation of purposed collaterals by empaneled excerpters. We conduct various diligence procedures in connection with the collateral/security for such loans which include review and verification of the relevant ownership documents and obtain title reports as applicable.

Reports from these checks along with detailed analysis of financial statements, tax challans, bank statements and other documents put together constitute the credit file for all customers. These files are at length reviewed by the credit managers for evaluation using automated credit evaluation tool. Based on the document review the credit managers conduct personal discussions with the customers at their workplace. The discussion is intended to gather information about the business model of the customer, his positioning in the value chain, dependence of suppliers and/or customer and to ascertain any business risks like export dependence, raw-material supplies, etc. which might adversely impact the business cash flows and hence diminish re-payment capacity. Further, additional business documents like stock registers and books of accounts are reviewed during such visits. Based on the all the information gathered, and assessment of customer’s business risks, debt servicing ability and collateral risks, the credit manager puts the transaction proposal to appropriate approving committee in the hierarchy for decision. Approval and Disbursement Process Once the credit history, credentials, information and documents have been submitted by the prospective customer and verified to our satisfaction, the applications are approved at the appropriate credit approval level. There are five progressive levels of approvals which a proposal can be put to which are based on loan product, loam amount and identified risks. All proposals require minimum of two approvals and upto nine approvals for larger ticker size loans. With due sanctioning of the loan, we execute agreements in connection with the loan and creation of security in relation thereto, if any, with the customer. Margin money and other charges are collected prior to loan disbursements. The disbursing officer retains evidence of the applicant’s acceptance of the terms and conditions of the loan as part of the loan documentation.

111

Prior to the loan disbursement, our concerned officer ensures that a Know Your Customer, (“KYC”), checklist is completed by the applicant. The concerned officer verifies such information provided and includes the records in the relevant loan file. The officer is also required to ensure that the contents of the loan documents are explained in detail to the customer either in English or in the local language of the customer and a statement to such effect is included as part of the loan documentation. The customer is provided with a copy of the loan documents executed by him. Although our customers have the option of making payments by cash or cheque, we may require the applicant to submit post-dated cheques covering an initial period prior to any loan disbursement. Loan administration and monitoring

The customer (and guarantor, if required) execute(s) the security creation documents and the loan agreement setting out the terms of the loan. A loan repayment schedule is attached as a schedule to the loan agreement, which generally sets out periodical repayment terms. Repayments are made in periodical instalments. Loans disbursed are recovered from the customer in accordance with the loan terms and conditions agreed with the customer. We track loan repayment schedules of our customers, on a monthly basis, based on the outstanding tenure of the loans, the number of instalments due and defaults committed, if any. This data is analyzed based on the loans disbursed and location of the customer. All recovery of amounts due on loans is managed internally by us. Our feet-on-street officials ensure complete focus on all stages of the collections process.

We monitor the completeness of documentation, creation of security etc. through regular visits to the business outlets by our regional as well as head office executives and internal auditors. All customer accounts are reviewed at least once a year, with a higher frequency of reviews for the larger exposures and delinquent customers. Our regional directors review collections regularly and personally contact customers that have defaulted on their loan payments. Our regional directors are assisted by the feet-on-street officers, who are also responsible for the collection of instalments from each customer serviced by them. We believe that close monitoring of debt servicing efficiency enables us to maintain high recovery ratios.

Portfolio Management, Collection and Recovery Processes We manage the portfolio management and collection processes in-house. We have on-roll collection personnel across branches to ensure timely collection of dues. As part of our collection process we have centralised tele-calling through which calls to all customers are made before the due-date. In-case of non-payment the central team initiates collection calling for dues. We utilise our in-field personnel for collection of payment. Further, for effective recovery management, all early delinquent customers are management by a dedicated team which undertakes methodical customer visits for recovery of dues. In cases where customers are unable to make payments and move to higher delinquency levels, a specified team of collection officers are deployed who manage deep delinquent accounts. In addition to customer visits, this team utilises available legal tools for attachment of properties, for re-payment of dues and legal arbitration proceedings. Asset Quality The Non-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007 (“Prudential Norms”) prescribed by the RBI require us to observe the norms on classification of our assets, treatment of a NPA and provisioning against the NPA. For details on Prudential Norms Directions please refer to the chapter titled “Regulations and Policies” on page 236 of this Prospectus. We have maintained good asset quality through prudent credit norms, stringent credit evaluation tools, robust risk monitoring systems, direct interaction with customers and regular visits to customers. While we are guided in general by the RBI norms on asset recognition and provisioning, effective October 1, 2011 we changed our NPA recognition norm for the loan against property, loan against commercial assets, working capital loans from 180 days past due to 90 days past due. Further, for the loan against commercial asset and working capital loans we charge-off the NPAs at 180 days past due. For loan against marketable securities, given the nature of product offering and liquid security available, we follow RBI norms for NPA recognition and provisioning policy. With the above we have been able to maintain the gross and net NPAs as a percentage of our total loan book as at March 31, 2012 at 0.85% and 0.51% levels respectively.

112

Asset Classification

Set out below are the guidelines as prescribed by RBI under Prudential Norms for asset classification:

Asset classification RBI Guidelines

Standard Assets An asset in respect of which no default in repayment of principal or payment of interest is perceived and which does not disclose any problem nor carry more than normal risk attached to the business.

Sub-standard Assets Means: (a) an asset is classified as non-performing if interest or principle or both remain overdue for a period exceeding 6 months (b) an asset which has been classified as non-performing asset for a period not exceeding 18 months; (c) an asset where the terms of the agreement regarding interest and / or principal have been renegotiated or rescheduled or restructured after commencement of operations, until the expiry of one year of satisfactory performance under the renegotiated or rescheduled or restructured terms. Provided that the classification of infrastructure loan as a sub-standard asset shall be in accordance with the provisions of the relevant guidelines.

Doubtful Assets Means: (a) a term loan, or (b) a lease asset, or (c) a hire purchase asset, or (d) any other asset, Which remains a sub-standard asset for a period exceeding 18 months.

Loss Assets Means: (a) an asset which has been identified as loss asset by the non-banking financial company or its internal or external auditor or by the Reserve Bank of India during the inspection of the non-banking financial company, to the extent it is not written off by the non-banking financial company; and (b) An asset which is adversely affected by a potential threat of non- recoverability due to either erosion in the value of security or non availability of security or due to any fraudulent act or omission on the part of the customer.

Company’s provisioning policy with respect to Non-Performing Assets (“NPAs”) Our provisioning in respect of our NPA accounts is in adherence to the norms prescribed by the RBI, with emphasis on the realisable value of the security and the period of overdue payments. Provisions are required to be made in respect of sub-standard, doubtful and loss assets as per RBI directives. Set out below is a brief description of our asset classification, provisioning and write offs for loans, advances and other credit facilities. Standard assets: As per the RBI guidelines RBI/2010-11/370DNBS.PD.CC.No.207/ 03.02.002/2010-11 dated January 17, 2011, we are required to maintain a general provision of 0.25% of the outstanding standard asset book. As a matter of prudence, our policy on provisions for standard assets is stringent than the RBI norms and thus, provision on standard asset loan book for our Company as at March 31, 2012 was ` 430.22 million, which was more than as required under the RBI provisioning norms. NPA assets: Our Company recognises assets under loan against property, loan against commercial assets and working capital loans as NPAs at 90 days past due. We provide for NPAs with an increasing provisions from 20% to 50% as the asset moves from lower days past due bucket to higher days past due bucket. Further, under loan against commercial assets and working capital loans we charge-off the NPAs at 180 days past due. For loan against marketable securities, an account is recognised as an NPA at 180 days past due with progressive provisioning from 10% to 100% based on overdue status of the account and the available collateral cover.

113

The following table sets forth data regarding the classification of our total outstanding loan book.

As of March 31, 2012 As of March 31, 2011 As of March 31, 2010

% ` million % ` million % ` million

Standard 99.15 124,668.54 99.90 89,583.06 99.65 40,711.19

Non-Performing assets

Of which:

Sub-standard 0.69 862.28 0.02 20.68 0.13 54.37

Doubtful assets 0.01 11.03 0.01 6.70 0.00 -

Loss assets 0.15 194.13 0.07 58.83 0.22 90.35

Total 100.00 125,735.98 100.00 89,669.27 100.00 40,855.91

NPAs

The following table sets forth, at the dates indicated, data regarding our NPAs: ` in million

As of March 31, 2012 As of March 31, 2011 As of March 31, 2010

Gross NPA 1,067.44 86.21 144.72

Net NPA 645.60 17.71 48.93

Gross NPA as %age of Total Loan Book

0.85 0.10 0.35

Net NPA as %age of Total Loan Book

0.51 0.02 0.12

The above Gross NPA and Net NPA numbers have been worked out as a percentage of the total Loan Book.

Risk Management

Our Company’s risk management processes are under the guidance of which is a Board designated committee comprising members of the Board, the chief executive officer and the chief risk officer (permanent invitee). The RMC reviews and approves the policies and credit criteria for the lending products, periodically reviews the portfolio quality and performance and also advises on large transactions. Our Company leverages the efficient internal controls and risk management systems put in place to assess and monitor risks across various business lines including our financial services. Our Company has deployed resources in terms of technology, people and processes to manage our risk management function. We believe that we have effective procedures for evaluating and managing the market, credit and other risks to which we are exposed, as well as protecting our reputation. To meet the need for a robust and efficient risk management system, our Company has created a core risk management team which is centrally controlled and administered by the chief risk officer. The risk management team starts with analysing the causes of risk on a periodic basis, plan for control of identified risks, decide on and implement appropriate risk management tools, and monitor policies and procedures with a view to continuously improving risk management processes. We use Finnone system which has loan origination system, loan management system and collection and other modules to do the portfolio management and financial accounting. Software from external vendors along with multiple in-house software programs are used to monitor, among other things, customer level margins and mark to market losses.

114

Interest Rate Risk Management Our results of operations are dependent upon the level of our net interest margins. Net interest income is the difference between our interest income and interest expense. Since our balance sheet consists of rupee assets and rupee liabilities, movements in domestic interest rates constitute the primary source of interest rate risk. We assess and manage the interest rate risk on our balance sheet through the process of asset liability management. We borrow funds at fixed and floating rates of interest, and extend credit also at fixed and floating rates. In the absence of proper planning and in a market where liquidity is limited, our net interest margin may decline, which may impact our revenues and ability to exploit business opportunities. Liquidity Risk Management

Liquidity risk arises due to non-availability of adequate funds or non-availability of adequate funds at an appropriate cost, or of appropriate tenure, to meet our business requirements. This risk is minimized through a mix of strategies, including maintaining back up credit facilities, liquid investments etc. We monitor liquidity risk through our ALM function with the help of various ALM reports. This involves the categorization of all assets and liabilities into different maturity profiles, and evaluating these items for any mismatches in any particular maturities, especially in the short-term. Our Company’s ALM policy is in line with RBI guidelines and ALCO guidelines. As per the RBI guidelines, we prepare a ‘Dynamic Liquidity Statement’, called ALM-I, on a monthly basis and which is reviewed by ALCO to assess the liquidity position of the Company. We also prepare ‘Structural Liquidity Statement’, ALM-II and ‘Interest Rate Sensitivity Report’, ALM-III on a half yearly basis. All these ALM reports are submitted to RBI at the specified periods. To address liquidity risk, we have developed expertise in mobilizing long-term and short-term funds at competitive interest rates, according to the requirements of the situation. We also ensure that there are adequate back up credit facilities from banks and institutions available to meet any business requirements in tight market conditions. Thus, we manage our liquidity through a mix of maintaining back up credit facilities and liquid investments held by us. We have developed stable long term relationships with our lenders, and established a track record of timely servicing our debts. This has enabled us to become a preferred customer with most of the major banks and financial institutions with whom we do business. Moreover, our valuation capabilities enable us to invest in good quality assets with stable, attractive yields. Some portion of our loans are classified as priority sector assets by the RBI, such that these loans, when securitized, find a ready market with various financial institutions, including our lenders. Fraud Risk Management The Company has a dedicated and independent fraud control unit (“FCU”) which reports directly to the chief risk officer. The unit is manned by specified personnel with experience in fraud management and control. The team reviews customer files in real-time across locations and products for veracity of documents and information provided by the customer. Further, the credit teams may also pass cases to the FCU for review. Based on the fraud review a detailed report is provided and any issues identified are highlighted to appropriate authorities.

Credit Risk Management

Credit risk is the risk of loss that may occur from the default by our customers under the loan agreements with us. As discussed above, customer defaults and inadequate collateral may lead to higher NPAs. We have a strong credit risk assessment system by, (i) establishing a strong credit risk environment; (ii) operating under a sound credit-granting process; (iii) maintaining an appropriate credit administration, measurement and monitoring process; and (iv) ensuring adequate controls over credit risk.

Once the applicant has submitted an application form, field verification is done by the empanelled agencies who conduct various on-site checks. The credit officer does a series of checks including consumer & corporate bureau, RBI defaulter check, ROC, banking, income tax returns and other document verification checks through empanelled agencies.

115

A detailed financial analysis is done to calculate loan eligibility basis various product specific eligibility ratios. An onsite visit is done by the credit manager to assess level of activity in the factory and office. Personal discussion with customer is conducted to assess the management business vintage, strengths, succession plans etc. Past repayment behavior is assessed basis the track record with other lenders and market references are obtained from other players in the same industry.

Credit risk is further minimized by requiring that each loan] must be guaranteed by main promoters/stakeholders or other guarantors. For commercial vehicle loans, guarantee of another commercial vehicle operator in the same locality as the borrower, preferably an existing or former borrower is obtained. Furthermore, we lend on a relationship-based model, and our high loan recovery ratios indicate the effectiveness of this approach for our target customer base. Our extensive local presence also enables us to maintain regular direct contact with our customers. In this regard, we assign personal responsibility to each member of the lead generation team for the timely recovery of the loans they originate, closely monitoring their performance against our Company's standards, and maintain customer wise exposure limits.

Supplier and asset due diligence is conducted for secured equipment lending. Property visit is conducted for mortgages besides detailed evaluation of technical and legal reports.

Once the application review process is completed the loan will be sanctioned by the mandated approval authority. Credit decisions are communicated to customers. The eligibility amount depends on the cash flows of the customer and is weighted to the applicant’s income. The loan officer within the branch will visit the applicant to finalize the paperwork and confirm the loan amount. The Company receives post-dated cheques or direct debit payments (ECS) from the applicant for the monthly amounts due together with an additional cheque for the full amount, which the Company can present if the loan becomes pre-payable for any reason prior to maturity. The Company believes that its strong credit approval process has allowed it to grow a high quality loan Portfolio while minimizing delinquencies in such portfolio. Acquisition of equity stake in RHDFCL

For the purpose of consolidation of our lending portfolios and diversifying in the business of providing housing finance, our Company acquired 34,998,250 equity shares of ` 10 each of RHDFCL, representing 87.50% of the paid-up equity share capital of RHDFCL, for an amount aggregating to ` 973.34 million from our Promoter. Accordingly with effect from December 3, 2010, RHDFCL has become a subsidiary of our Company. For details of RHDFCL, please refer to the section titled “Our Subsidiary” beginning on page 151 of this Prospectus.

Investment by Avigo PE Investments Limited and NYLIM Jacob Ballas India Fund III LLC We have raised ` 3,500 million from two leading private equity companies, Avigo PE Investments Limited, Mauritius and NYLIM Jacob Ballas India Fund III LLC, Mauritius. The funds raised were utilized for the Company’s on-going business operations and other strategic inorganic opportunities and redemption of existing preference shares. Accordingly, an investment agreement dated November 12, 2011 was entered into between Avigo PE Investments Limited, Mauritius, our Promoter and our Company (“Avigo Investment Agreement”), which was subsequently amended on November 18, 2011, November 23, 2011 and February 24, 2012. Also, an investment agreement dated December 29, 2011 was entered into between NYLIM Jacob Ballas India Fund III LLC, Mauritius, our Promoter and our Company, (“NYLIM Investment Agreement”) which was subsequently amended on January 23, 2012. Pursuant to an amendment to the Avigo Investment Agreement dated November 23, 2011, Avigo PE Investments Limited has subscribed to 19,999,960 (Nineteen million nine hundred and ninety nine thousand nine hundred and sixty) Series A Compulsorily Convertible Preference Shares of our Company at a face value of ` 10 each and at a premium of ` 65 each (“Series A CCPS”), the Equity Shares to be issued upon conversion of such Series A CCPS and 30 Equity Shares at a face value of ` 10 each and at a premium of ` 90 each, aggregating to a total investment consideration of ` 1,500,000,000.

Pursuant to amendment to the NYLIM Investment Agreement dated January 23, 2012, NYLIM Jacob Ballas India Fund III LLC has subscribed to 26,666,640 (Twenty six million six hundred sixty six thousand six hundred forty only)

116

Compulsorily Convertible Preference Shares of our Company, at a face value of ` 10 each and at a premium of ` 65 each (“Series B CCPS”), the Equity Shares to be issued upon conversion of such Series B CCPS and 20 Equity Shares at a face value of ` 10 each and a premium of `90 each, aggregating to ` 2,000,000,000.

Credit Rating

The following table sets forth certain information with respect to our credit ratings as on the date of this Prospectus:

Credit Rating Agency Instruments Ratings Limits (in `̀̀̀ million)

ICRA Long Term Bank Limits [[ICRA] AA-(negative)] 114,000

ICRA Long Term Debt

Programme

[ICRA] AA-(negative) 34,000

ICRA Short Term Debt

Instruments

[ICRA] A1+ 40,000

ICRA Short Term Bank Limits [ICRA] A1+ 6,000

ICRA Non Convertible

Cumulative Redeemable

Preference Share

[ICRA] A+(negative) 1,250

ICRA Tier II Subordinate Debt

Instrument

[ICRA] AA-(negative) 4,500

ICRA Nifty linked debentures

programme

pp-MLD[ICRA]AA-

(negative)

1,000

FITCH Tier II Subordinate Debt

Instrument

FITCH AA -(ind) /

Outlook : Negative

4,500

CARE Long Term Debt

Instruments

CARE AA- 15,000

The NCDs proposed to be issued under this Issue have been rated ‘[ICRA] AA-(negative)’ by ICRA for an amount of upto ` 5,000 million vide its letter dated August 24, 2012 and ‘CARE AA-’ by CARE for an amount of upto ` 5,000 million vide its letter dated August 16, 2012. The rating of the NCDs by ICRA indicates high degree of safety regarding timely servicing of financial obligations and carrying very low credit risk. The rating of the NCDs by CARE indicates high degree of safety regarding timely servicing of financial obligations and carrying very low credit risk. The ratings provided by ICRA and/or CARE may be suspended, withdrawn or revised at any time by the assigning rating agency and should be evaluated independently of any other rating.

Capital Adequacy

We are subject to the capital adequacy ratio (“CAR”) requirements prescribed by the RBI. We are currently required to maintain a minimum CAR of 15.00%, as prescribed under the Prudential Norms,, based on our total capital to risk-weighted assets. As per RBI notification as amended upto July 2, 2012– “Non-Banking Financial (Non - Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007” dated July 02, 2012, all Systemically Important Non-Deposit taking NBFCs have to maintain a minimum capital ratio, consisting of Tier I and Tier II capital, which shall not be less than 15% of its aggregate risk weighted assets on balance sheet and risk adjusted value of off-balance sheet items w.e.f. March 31, 2011. As a part of our governance policy, we ordinarily maintain capital adequacy higher than the statutorily prescribed CAR. As of March 31, 2012, our capital adequacy ratio

117

computed on the basis of applicable RBI requirements was 19.65%, compared to the minimum capital adequacy requirement of 15.00% stipulated by the RBI.

The following table sets out our capital adequacy ratios computed on the basis of applicable RBI requirements as of the dates indicated:

As of March 31,

2012 2011 2010 2009

Capital Adequacy Ratio (%) 19.65 16.16 21.67 64.27

CRAR Tier I Capital (%) 14.60 14.88 21.67 63.82

CRAR Tier II Capital (%) 5.05 1.28 - 0.44

Customer Service

Our customers’ in today’s environment expect services that are of highest standard and available across different channels and touch points. Keeping in line with requirements, our Company has set up various service channels for complete customer convenience and satisfaction.

We have set up following service channels for customers:

(i) Call Centre: Dedicated customer lines have been made available to our customers which are operational from Monday through Saturday 9 am to 6 pm.

(ii) SMS: Customers have also been provided with an SMS service. Call back is arranged to customer/new borrower to understand and facilitate the requirement.

(iii) E Mail: Customers can also email their queries to us.

(iv) Letter: Customers can send letter/other documents pertaining to their queries at our correspondence address- A-3/4/5 GYS Global, Tower A, 5th Floor, Sector 125, Noida-201301

(v) Website: Our website provides detailed information on company overview, product and other offerings, our services and grievance redressel mechanism- www.religarefinvest.com.

(vi) Branch Service: All Zones have been equipped with dedicated service single point of contact to cater to walk in customer queries.

(vii) Query Resolution Unit: To fulfill customer queries and requirements, a strong team has been set up in our back office for timely tracking and resolution.

Compliance

We have a centralised compliance department, which reports to our Board and is headed by a senior member of our management. Our compliance department ensures that we operate in accordance with the laws and regulations of the exchanges and the regulators. The compliance department provides support, including advice on legal and regulatory matters, to each of our businesses.

We train our employees regularly on legal and regulatory compliance.

Technology and Network Support Systems

Our on-going investment in technology is a key element in expanding our product and service offerings, enhancing our delivery systems, providing speedy and consistent customer service, reducing processing costs, and facilitating our ability to handle significant increases in customer activity without a corresponding rise in risk and staff. Our technology team is divided into three broad areas:

118

• Network and application management;

• Application development; and

• Support call centre.

Our network and system has been developed to ensure maximum uptime at our central facility in the national capital region and all remote sites. Our data centres are audited quarterly for security errors.

We have implemented a fully redundant virtual private network with the capability to provide well-controlled, centralised and scalable business operations. The key features of our technology platform are:

• Central data centre located in the national capital region.

• We have a hybrid network of leased line circuits connecting all branches, which facilitates the operations of back

office and other business applications. This also enables us to continue with our business in the event of a

breakdown in the satellite communications link.

• There is complete connectivity to the internet using multiple service providers, allowing all employees robust

connectivity.

Intellectual Property

We use the “Religare” trademark and service mark and its associated logos, and invest our resources in building the brand. We currently do not have any registered trademarks. Pursuant to a license user agreement dated January 4, 2006, (“License Agreement”), between our Promoter, REL and Ranbaxy Holding Company (now RHC Holding Private Limited), we (in our capacity as a subsidiary of REL) are entitled to an exclusive license and right to use the brand name “Religare” and the associated trademarks for our financial services business, (“Trademarks”). REL has the right to use the Trademarks for a period of 5 (five) years effective from April 1, 2006 upto March 31, 2011, after which it will be automatically renewable for a further period of five years on the existing terms and conditions, unless determined with mutual consent six months prior to March 21, 2011. Further, the renewal for such further periods shall be on such terms and conditions as may be mutually agreed by the parties, one year prior to the expiry of the last renewed tenure of this License Agreement. Pursuant to an amendment agreement dated October 1, 2010 the aforesaid License Agreement was extended for a period of five years from April 1, 2011 upto March 31, 2016.

Employees

We have an experienced, qualified and committed management and employee base. Our employee strength was 1,018 as on June 30, 2012. All our employees are on our pay roll. Our business operations are primarily driven by our employees. Many of our employees, particularly senior management, have worked with our Company for significantly long periods. We have not experienced any labour related problems or disruptions and our management considers its relations with employees to be good. The employees are not unionised or covered by collective bargaining agreements.

Insurance

We maintain voluntary insurance coverage against risks including loss of electronic equipment, burglary, general fire, damage and flood. We also maintain a floating medical insurance policy for our employees, as well as a directors’ and officers’ liability insurance policy, which, however, does not provide coverage against certain risks including prior acts, prior and pending litigation, insolvency and money laundering.

Competition

Our competitive landscape essentially consists of Indian public sector banks, Indian private sector banks and Indian NBFCs.

119

Properties

We operate our businesses, including our registered office and branch offices, out of leased and rental properties.

Collaborations

We have no strategic collaborations in connection with our business and/or operations.

120

HISTORY, MAIN OBJECTS AND KEY AGREEMENTS Brief background of our Company

Our Company was incorporated as a private limited company, Skylark Securities Private Limited, under the provisions of the Act, by a certificate of incorporation dated January 6, 1995, issued by the Registrar of Companies, N.C.T of Delhi and Haryana. The name of our Company was changed from Skylark Securities Private Limited to Fortis Finvest Private Limited and a fresh certificate of incorporation dated September 23, 2004 was issued by the Registrar of Companies, N.C.T of Delhi and Haryana. The status of our Company was changed from a private limited Company to a public limited company vide a fresh certificate of incorporation dated October 7, 2004 issued by the Registrar of Companies, N.C.T of Delhi and Haryana. Subsequently the name of our Company was changed to Religare Finvest Limited vide a fresh certificate of incorporation dated April 4, 2006 issued by the Registrar of Companies, N.C.T of Delhi and Haryana.

Our Company holds a certificate of registration dated November 10, 2006, bearing registration no. B-14-02107, as a Non-Banking Financial Company Category B (not accepting public deposits), issued by the RBI to carry on activities of a NBFC under section 45 IA of the RBI Act, 1934. The aforementioned certificate of registration was issued in lieu of the earlier certificate of registration No. B-14-02107 dated January 3, 2001 for Category B Company issued to Skylark Securities Private Limited. In December 2010, our Company acquired 34,998,250 equity shares of ` 10 each of RHDFCL, representing 87.50% of the paid-up equity share capital of RHDFCL, for an amount aggregating to ` 973.34 million from our Promoter. Accordingly with effect from December 3, 2010, RHDFCL has become a subsidiary of our Company. For details of RHDFCL, please refer to the section titled “Our Subsidiary” beginning on page 151 of this Prospectus.

Changes in registered office of our Company in the last five years

Previous Address New Address Date of Change

3rd Floor 6, Devika Tower, Right Wing, Nehru Place, New Delhi, India 110 019

19, Nehru Place, New Delhi, India 110 019

January 30, 2009

19 Nehru Place, New Delhi, India 110 019

D3, P3B, District Centre, Saket, New Delhi, India 110 017

January 21, 2010

Main objects of our Company

The main objects of our Company as contained in our Memorandum of Association are:

• Subject to the approval of Securities and Exchange Board of India and other authorities where required to engage in the business of management of security offering/issue of corporate bodies including making arrangement for selling or buying or subscribing to or dealing in securities, preparation of offer documents/properties/letter of offer, typing up with other intermediaries in securities, rendering corporate advisory services, determining financial structure of issues, to manage portfolio of securities, to handle allotment and refund of securities, to underwrite issues and to undertake all other matters connected with issue/offering of securities.

• Subject to the approval of Securities and Exchange Board of India and other authorities to carry on and undertake the business of security analysis, investment or financial consultants and advisor and to act as asset manager for resident and nonresident Indian and for Indian and foreign whether being a body corporate, firm or individual.

• To carry on the business of investment and to underwrite, sub-underwrite, to invest, in and acquire and hold, sell, buy, otherwise deal in shares, debentures, debenture stocks, negotiable instruments, units, bonds, obligations and securities issued or guaranteed by Indian or Foreign Governments, state municipalities, public authorities or bodies, banks, financial institutions and shares, stock debentures, debenture stocks, funds, obligations and securities issues guaranteed by government or any company, Corporation, firm or any other person any where in India, or outside whether incorporated or not.

121

• Subject to the approval of SEBI and other authorities where required to manage public issue of securities and act as issue house, financial advisors, financial brokers and to carry on the business of registrar, for various Companies, bodies, financial institutions, banks, whether incorporated in India or outside India and to make financial arrangements from banks, financial institutions, body corporates, firms or individuals.

• To act as stock and share brokers for primary and secondary market for operations and brokers and to be members in one or more stock exchanges / OTC exchange any where in India or outside India and to act as sub-brokers of one or more brokers of one or more stock exchanges any where in India or outside India.

• To lend money on any terms that may be thought fit to any persons, companies or customers having dealing with the Company.

• To finance the industrial enterprise by way of lending and advancing money, with or without security and upon such terms and conditions as the Company may think fit and to guarantee or become sureties for the performance of any agreement or contract entered into by any enterprise with any financial institution, banks, or other parties for obtaining finance whether for its long terms capital, working capital or for any deferred payment finance or for any their purpose.

• To carry on activities of leasing and/or hire-purchase.

• To carry on the business of Custodian of securities and to provide custodial services in relation to securities of a client or gold or gold related instruments including safe keeping of such securities or gold or gold related instruments and providing services incidental thereto and includes maintaining accounts of securities or gold and or gold related instruments of a client, collecting benefits or rights accruing to the client in respect of the securities or gold and or gold related instruments and to do all other things which are necessary incidental and ancillary or otherwise conductive to the attainment of the aforesaid objects.

• To engage in activities of trading in derivatives and spot on securities, shares, stock, commodities, bullion, currency, livestock including forward contracts, futures and options, arbitrage business thereof whether traded on any stock exchange or commodity exchange or not and to carry on the business of acting in any capacity as a corporate agent for various service industry including but not limited to financial, insurance companies and to carry out all incidental & allied activities related thereto.

• To provide custodial and depository participant services for all kinds of securities, financial advisory and consultancy services, investment advisory services, research activities on the internet or otherwise.

• To carry on, undertake and organise promotional activities or events in any form for marketing/publicizing the businesses of the Company as may be expedient including issue of privilege and/or promotional cards to general public by acting as intermediary with various service providers for providing their services to the privilege/promotional cardholders and to conduct schemes and announce or declare rewards or prizes thereto for the promotion of the business of the Company and to do all such other things as may be deemed incidental to the attainment of this object.

Key terms of our Material Agreements 1. Shareholders Agreement dated December 23, 2009 between Equifax Credit Information Services

Private Limited (“ECISPL”), EFX Holdings Limited, (“EFX”), Bank of Baroda, (“BOB”), Kotak

Mahindra Prime Limited, (“KMPL”), Sundaram Finance Limited, (“SFL”), Union Bank of India,

(“UBI”), Bank of India, (“BOI”), and our Company (EFX, BOB, KMPL, SFL, UBI, BOI and our

Company collectively referred to as the “Shareholders”), (“Equifax Shareholders Agreement”)

Pursuant to the individual share subscription agreements with ECISPL, initially EFX had subscribed to 24,490,000 equity shares of ECISPL, BOB, our Company, KMPL and SFL had each subscribed to 5,000,000 equity shares of ECISPL, UBI had subscribed to 3,750,000 equity shares of ECISPL and BOI had subscribed to 1,750,000 equity shares of ECISPL, in the second round EFX has subscribed to 12,250,000 equity shares of ECISPL, BOB, our Company, KMPL and SFL have each subscribed to 2,500,000 equity shares of

122

ECISPL, UBI has subscribed to 1,875,000 equity shares of ECISPL and BOI has subscribed to 875,000 equity shares of ECISPL. The Equifax Shareholders Agreement lays down the mutual rights and obligations between the Shareholders inter-se and in connection with ECISPL. The salient features of the Shareholders’ Agreement are as follows:

(i) Board of Directors: Under the terms of the Equifax Shareholders Agreement, ECISPL shall initially have

ten (10) directors, four (4) of which shall be designated by EFX one (1) of which shall be the managing director, and one (1) of which shall be designated by each of the Shareholders other than EFX holding a voting rights and/or shareholding in ECISPL, (“Percentage Interest”), representing at least six and one-half percent (6.5%) of the shares of ECISPL. EFX’s right to designate directors shall be reduced by one (1) director when its Percentage Interest goes below thirty percent (30%), a second Director when its Percentage Interest goes below twenty percent (20%), and a third director when its Percentage Interest goes below ten percent (10%).

(ii) Strategic Decisions: All strategic decisions in relation to ECISPL must be approved (i) by EFX and three (3)

of the other Shareholders permitted to vote on strategic decisions, or (ii) by the vote of Shareholders holding at least seventy-five percent (75%) of the shares of ECISPL held by Shareholders permitted to vote on the strategic decisions, or (iii) by such greater percentage of all shares of ECISPL issued and outstanding if required under the provisions of the Equifax Shareholders Agreement.

(iii) Composition of Shareholders: All shareholders except EFX, shall be Indian public or private limited

companies whose ownership of shares of ECISPL will not be considered part of the forty-nine (49%) foreign direct investment limit under all applicable laws and regulations.

(iv) Executive Officers: The Chief Executive Officer, the Chief Operations Officer, the Chief Financial Officer

and the chief sales and marketing officer shall be selected by EFX in consultation with the other Shareholders permitted to vote on strategic decisions and approved by the board of directors of ECISPL.

(v) Pre-emptive Rights: Each Shareholder shall have the right to subscribe to purchase additional common

voting equity securities of ECISPL issued in addition to the shares of ECISPL to ensure that the Percentage Interest of such Shareholder will not be reduced in connection with an issued of additional common voting equity securities of ECISPL in a private sale or otherwise.

(vi) Limits on Ownership: None of the Shareholders shall hold more shares of ECISPL than permitted under

applicable laws and regulations and not more than twenty-five (25%) of the shares of ECISPL. (vii) Sale of Shares by EFX: EFX may sell all of its shares of ECISPL subject to it receiving approval of such

sale by the other Shareholders having a right to vote on strategic decisions, and when such sale is required to comply with applicable law or regulations.

(viii) Transfer Restrictions: Each Shareholder shall not transfer or permit to transfer any shares of ECISPL that

are owned directly or indirectly by it, except in accordance with the terms of the Equifax Shareholders Agreement, and such Shareholder shall not permit transfer of any shares of ECISPL for a period of five (5) years or such other period as stipulated by RBI.

(ix) Right of Offer and First Refusal: A Shareholder may offer shares of ECISPL to any another party to the

Equifax Shareholders Agreement by way of a written offer and on the other party accepting the same by way of a delivery notice.

(x) Tag-Along Rights: Each Shareholder shall have the right to sell shares held in ECISPL to a purchaser to

whom EFX intends to sell or from whom EFX has received an offer to purchase shares of ECISPL held by EFX.

(xi) Term and Termination: The Agreement shall be valid until it is terminated by a written consent of all the

Shareholders, or if the Equifax Shareholders Agreement becomes unlawful, or by an order of dissolution passed by a court of competent jurisdiction and/or on ECISPL failing to satisfy the conditions subsequent under the Equifax Shareholders Agreement.

123

2. License User Agreement dated January 4, 2006 between Ranbaxy Holding Company (now known as

RHC Holding Private Limited) (“Licensor”) and Vajreshwari Cosmetics Private Limited (now known

as Religare Enterprises Limited) (“Licensee”), (“License Agreement”) and Amendment Agreement

dated June 19, 2008 between Ranbaxy Holding Company and Religare Enterprises Limited

(“Amendment Agreement”), and Amendment Agreement II dated October 1, 2010 between Ranbaxy

Holding Company and Religare Enterprises Limited (“Amendment Agreement II”)

Pursuant to the License Agreement, the Licensor granted the Licensee, the exclusive license and right to use the trade marks in connection with the financial services business of the Licensee. The salient features of the License Agreement are as follows:

(i) Validity: The Licensee has the right to use the “Religare” brand and the associated trade marks, (“Trade

Marks”), for a period of 5 (five) years effective from April 1, 2006 up to March 31, 2011, after which it will be automatically renewable for a further period of five years on the existing terms and conditions, unless determined with mutual consent six months prior to March 21, 2011. Further, the renewal for such further periods shall be on such terms and conditions as may be mutually agreed by the parties, six months prior to the expiry of the last renewed tenure of this License Agreement. Pursuant to the Amendment Agreement II the period of the License Agreement was mutually extended by a period of five years from April 1, 2011 to March 31, 2016.

(ii) Applicability: The Licensee shall have the right to sub-license the Trade Marks to its affiliates, subsidiaries,

group companies, sister concerns, partners or other entities (companies/trusts/societies etc) in or outside India with which the licensee has or may have any strategic alliance, joint venture, partnership or other arrangements, incidental to financial services business.

(iii) Consideration: The Licensee shall pay the Licensor a sum of ` 100,000 (Rupees one hundred thousand only) per annum for the use of the said Trade Marks. The Licensor and Licensee along with its subsidiaries, have agreed that in consideration of the Licensor incurring the brand development expenditure amounting to ` 650.00 million, the licensee will pay an additional license fee at the rate of 0.50% per annum of the incremental total consolidated annual turnover of the Licensee and its subsidiaries commencing from the financial year ending 2010-2011 to 2014-2015 vis-à-vis the consolidated turnover of the Licensee and its subsidiaries during the financial year 2009-2010. The additional license fee is payable for a period of 5 (five) years commencing from the financial year 2010-2011, subject to a minimum annual additional license fee as under:

Financial Year Amount (in `̀̀̀ million)

2010-11 100.00

2011-12 100.00

2012-13 225.00

2013-14 225.00

2014-15 350.00

(iv) Jurisdiction: The Licensee shall be entitled to use the Trade Marks for its financial services business in any such country or jurisdiction where the Licensor has applied or may apply for registration of the Trade Marks

(v) Governing Law: This License Agreement shall be governed and construed by the law of India. Any dispute(s) or claim(s) arising out of, or in connection with this License Agreement, or the breach, termination or invalidly thereof, shall be settled before appropriate court(s) at Delhi who would have exclusive jurisdiction.

3. Service Provider Agreement dated January 21, 2010 between Maharishi Housing Development Finance

Corporation Limited (“MHDFC”), (now known as Religare Housing Development Finance

Corporation Limited) and our Company (“Service Provider Agreement”), as amended.

124

Pursuant to the Service Provider Agreement, MHDFCL shall avail of certain services deployed by our Company for its business on a principal-to-principal basis. The salient features of the Service Provider Agreement are as follows:

i. Validity: The Service Provider Agreement shall come into effect from January 21, 2010 and shall remain in

force unless renewed from the date of expiry or any extension thereof and/or unless terminated as per the terms of this agreement.

ii. Services: The scope of services include the following but are not limited to: Infrastructure facility (including

but not limited to workstation, computers, electricity, telephone, use of toilets, pantry services, office premises, parking space etc); manpower related services (including but not limited to sales, credit, operations, information technology, risk, legal, collections, marketing support etc); sales promotion, marketing; IT system and support; third party services; storage & vault facility; finance; customer relationship management; and any other services which are required by MHDFCL from time to time or can be on adhoc basis.

iii. Consideration: MHDFCL shall pay to our Company, from time to time by exchange of letter, for the

services provided by our Company to MHDFCL. iv. Relationship: our Company shall provide services to MHDFCL on a non-exclusive and a principal to

principal basis and is neither intended to create any duty, obligation nor any nature of relationship. v. Governing Law and Arbitration: The Service Provider Agreement shall be governed by and construed in

accordance with Indian laws. If any dispute, difference, claim or controversy including the matter of damages, if any, arises between MHDFCL and our Company, and if the dispute is not resolved with seven (7) days after the date of receipt of written notice by the Party raising the dispute, then either party shall submit the dispute for Arbitration, which shall be held at Delhi, India.

vi. Publicity: our Company shall be entitled to use the name and / or trademark / service mark / logo of

MHDFCL, the Affiliates of MHDFCL/its group companies, subsidiaries, associates or any of its customers in publication or advertisement without the prior written consent of MHDFCL.

vii. Proprietary Rights: MHDFCL agrees that any product including but not limited to inter alia information,

reports, studies, software of any nature whatsoever, produced by or as a result of any of the Services rendered under shall be the sole and exclusive property of our Company.

viii. Sub-Contractors and Agents: Our Company shall be entitled to subcontract any of its responsibilities,

contained in this Service Provider Agreement to any sub-agent or sub-contractor without prior written consent of MHDFCL. And all the provisions applicable to our Company in relation to its personnel shall be ipso facto applicable to the sub-contractors and sub-agents, as agreed by our Company.

ix. Termination: Our Company and MHDFCL may terminate this Service Provider Agreement by providing a

prior written notice of not less than thirty (30) days. Our Company may, at its sole discretion, terminate this Service Provider Agreement without assigning any reason and without requirement of any notice.

4. Capitalisation Agreement dated July 28, 2011 between our Promoter and our Company.

(“Captalisation Agreement”) Pursuant to the Capitalisation Agreement, our Promoter has agreed to lend financial support to our Company. The salient terms and conditions of the Capitalisation Agreement are as follows:

i. Promoter’s Undertaking: Our Promoter undertakes to pay the amount of equity contribution as and when requested by our Company (“Equity Contribution Request”), for which the corresponding number of Equity Shares of our Company shall be issued to our Promoter in consideration, subject to other terms and conditions as set out in the Capitalisation Agreement. This is subject to a ceiling of ` 2750 million (Rupees two billion seven hundred and fifty million only).

125

ii. Method of Equity Contribution Request: Our Company or its authorized agent, attorneys, nominees or permitted assigns, will deliver a written notice to our Promoter requesting to provide contribute to the equity of our Company, setting out the date and the amount for such contribution.

iii. Eligible Alternate Provider: Our Promoter may cause any other person, who is permitted under applicable law (“Eligible Alternate Provider”), to provide such contribution to the equity of our Company, subject to other terms and conditions as set out in this Capitalization Agreement. This will bind our Company in the same manner as if our Promoter has made the contribution to the equity of our Company.

iv. Company’s Undertaking: Our Company has agreed to maintain the required authorized and unissued share

capital to enable our Promoter or the Eligible Alternate Provider (as the case may be) to subscribe for the Equity Shares of our Company and provide to the equity of our Company in accordance with the Capitalisation Agreement. Also, it shall be ensured by our Company that the securities premium account as maintained by our Company shall at all times have a minimum balance of ` 2000 million (Rupees Two Billion).

v. Assignment: The rights and obligations of our Promoter and our Company to can be assigned to a third party only according to the terms and conditions as set out in the Capitalisation Agreement.

vi. Governing Law: The Capitalisation Agreement shall be governed by and construed in accordance with Indian laws.

vii. Jurisdiction: The courts and/or tribunals (as applicable) of New Delhi shall have non-exclusive jurisdiction to hear and determine any suit, action or proceeding, and to settle any disputes, which may arise out of or in connection with this Capitalisation Agreement.

5. Master Service Agreement dated October 1, 2011 between Religare Corporate Services Limited

(“RCSL”) and our Company (“Master Service Agreement”)

Pursuant to the Master Service Agreement, our Company has agreed to avail of certain services inter-alia in connection with administration, branding, finance, manpower, information technology, legal compliance, customer support and any other services as may be required from time to time to be provided by RCSL. The salient features of the Master Service Agreement are as follows:

i. Term: The Master Service Agreement came into effect from October 1, 2011 (“Effective Date”) and is valid

for a period of five years unless terminated or extended as per the terms thereof. ii. Termination: Our Company and RCSL may terminate this Master Service Agreement if (a) either of the

parties breach their respective obligations and fail to cure the same within thirty (30) days of being served a prior written notice by the non-defaulting party, (b) either party is dissolved, declared insolvent and/or wound up, or (c) any of representations and warranties given by either party is discovered to be false, untrue or inaccurate and other party fail to remedy within 30 days. A prior notice shall be provided by the terminating party to the other party for any of the reasons of the termination as stated above. Also, RCSL may, at its sole discretion, terminate this Master Service Agreement without assigning any reason and upon prior ninety (90) days notice to our Company. Our Company is entitled to terminate such portion of services which might get adversely affected pursuant to any change in law. Also, both the parties have the right to terminate the services, if the performance of such services becomes unlawful or impossible pursuant to any change in law.

iii. Sub-Contractors and Agents: RCSL is entitled to subcontract or delegate any of its obligations, under this

Master Service Agreement to its affiliates with the prior written consent of our Company. However, our Company reserves the right to withdraw its approval to permit sub-contracting if the sub-contractor is in material breach of the Master Service Agreement or if our Company is unsatisfied with the services of such sub-contractor.

iv. Proprietary Rights of our Company: RCSL agrees that all (a) materials owned by our Company as of the

Effective Date, (b) materials acquired from a third party and that developed by our Company after the Effective Date without assistance of RCSL, and (c) our Company’s confidential information shall be the sole

126

and exclusive property of our Company. RCSL is only granted a non exclusive and non assignable license to use, modify, enhance or create derivative works of such materials for the purpose of providing the services, the use of which should cease with the expiry of the Master Service Agreement.

v. Proprietary Rights of RCSL: RCSL is the sole and exclusive owner of any of its confidential information,

materials it owned prior to or acquired after the Effective Date, including all derivative works and improvements thereon; materials developed by RCSL for the performance of services (other than those developed with the use of our Company’s materials) and all rights related to intellectual property.

vi. Consideration: RCSL has a right to charge our Company 2.50% of our total income as per the statutory

accounts of our Company, subject to a cap of 30% year-on-year growth as consideration for the services contemplated under the Master Service Agreement. However, for the months of April/May, the aforesaid charges would be computed on the basis of unaudited accounts with a true-up for the audited account figures in June, if necessary. Charges for a given month shall be computed during the immediately preceding quarter. In addition, our Company is liable to also pay a fixed fee consideration of ` 7 crores subject to an escalation at 15% per annum on April 1 each year.

vii. Renewal: The Master Service Agreement shall be renewed if so mutually agreed by the parties. viii. Limitation of Liability: Neither party is liable to the other party for special, consequential, incidental,

exemplary, punitive, or indirect damages arising from, relating to, or in connection with the Master Service Agreement including, without limitation to, any damages resulting from loss of profits, loss of savings, loss of business, loss of use, or loss of data, arising out of or in connection with the Master Service Agreement, whether or not the party has foreseen the possibility of such damages as well as for costs of procurement of substitute goods or services by anyone.

ix. Assignment: Rights and obligations under this Master Service Agreement cannot be assigned, transferred,

delegated or pledged to any third party without the prior consent of the other party. However, RCSL may assign this Master Service Agreement or any of its rights or obligations hereunder to any of its affiliates, subsidiaries or successors, with prior intimation to our Company.

x. Governing Law and Dispute Resolution: The Master Service Agreement shall be governed by and construed in accordance with Indian laws. A process of informal dispute resolution shall be initially resorted to in relation to any dispute between the parties. However, if the dispute is not resolved within thirty days after the date of receipt of written notice by the party raising the dispute, then either party shall submit the dispute for Arbitration, which shall be held at Delhi, India.

6. Investment Agreement dated November 12, 2011 between Avigo PE Investments Limited, Mauritius,

(“Avigo”), our Promoter and our Company (“Avigo Investment Agreement”), subsequently amended

on November 18, 2011; November 23, 2011 and February 24, 2012.

Pursuant to an amendment to the Avigo Investment Agreement dated November 23, 2011, Avigo has subscribed to 19,999,960 (Nineteen Million Nine Hundred and Ninety Nine Thousand Nine Hundred and Sixty) Series A Compulsorily Convertible Preference Shares of our Company at a face value of ` 10 each and at a premium of ` 65 each (“Series A CCPS”), the Equity Shares to be issued upon conversion of such Series A CCPS and 30 Equity Shares at a face value of ` 10 each and at a premium of ` 90 each (collectively referred to as the “Subscription Shares”), aggregating to a total investment consideration of ` 1,500 million (“Investment Amount”). The salient terms and conditions of the Avigo Investment Agreement are as follows:

i. Conversion of the Subscription Shares: The Series A CCPSs would convert into Equity Shares any time post the approval of the audited financial statements for the financial year 2013, (“Lock-in period”), at the option of Avigo upon serving a written notice after the Lock-in period and prior to the expiry of the seventh anniversary from the “Closing Date” as defined in the Avigo Investment Agreement, (“Mandatory

Conversion Date”). Any Series A CCPSs which are not converted by the Mandatory Conversion Date, would be automatically be converted into Equity Shares on such date. However, in the event that the Company undertakes an initial public offering of its Equity Shares prior to the Mandatory Conversion Date,

127

the CCPSs would have to be converted immediately prior to conclusion of such initial public offering. The number of Equity Shares to be issued to Avigo upon conversion of the Series A CCPSs will be determined by dividing the Investment Amount by the conversion price (computed based on the parameters as detailed in the Avigo Investment Agreement), (“Conversion Price”).

ii. Fresh Issuance: If our Company seeks to issue additional Equity Shares, preference shares and/or any other securities or instruments convertible into Equity Shares (“Securities”) to any third party, Avigo and each other shareholder of our Company shall have the right (but not an obligation) to subscribe to such Securities in proportion to its shareholding in our Company on a fully diluted basis, unless such issue of Securities is to a financial institution registered with, or regulated by, the RBI, or any other central bank or financial regulator inside or outside India, who is directly or indirectly engaged in the business of NBFCs or is a banking company that has at a group level annual turnover of at least fifty percent of the Company’s annual turnover. This right is subject to other terms and conditions as set out in the Investor Agreement.

iii. Anti Dilution: If our Company seeks to issue any additional Securities to any third party subsequent to the conversion of the Series A CCPSs into Equity Shares at a price per share which is lower than the Conversion Price, relevant steps will have to be taken by our Company, our Promoter and Avigo to prevent dilution of the Avigo’s shareholding in our Company.

iv. Right of First Refusal: If Avigo seeks to transfer any Securities to a third party, our Promoter is entitled to

an option to purchase all such Securities proposed to be transferred by Avigo on the same terms and conditions as offered to such third party, subject to adhering with the relevant terms and conditions as set out in the Avigo Investor Agreement.

v. Tag Along Right: If our Promoter seeks to transfer Securities held by it to any third party, our Promoter has

a right to call upon such third party to also purchase the Securities held by Avigo in the same proportion as offered by our Promoter above, on the same terms and conditions. Avigo has an option to not sell such Securities to such third party. This right is subject to the additional terms and conditions as set out in the Avigo Investment Agreement.

vi. Drag Along Right: If our Promoter seeks to transfer all its Securities to any third party, our Promoter shall have the right (and not an obligation) to require Avigo to sell its entire shareholding in the Company to the third party. This right is subject to the terms and conditions as set out in the Avigo Investment Agreement.

vii. Transfer Restrictions: Neither our Promoter nor Avigo shall directly or indirectly transfer any Securities in

of the Company without the prior written consent of the other. Further, Avigo is restricted from transferring any of the Securities held by it directly or indirectly, prior to expiry of twenty four months from the “Closing Date” as defined in the Avigo Investment Agreement. However, the transfer restrictions are not applicable to the tag along right and the drag along right, as mentioned above.

viii. Affirmative Vote: Certain matters of our Company can be effected only post obtaining the consent of Avigo.

ix. Exit Rights: Our Company and our Promoter will make best efforts to provide an exit option to Avigo pursuant to an initial public offering of Equity Shares of our Company, within forty eight months from the “Closing Date” as defined in the Avigo Investment Agreement, subject to the conditions in relation thereto as stated in the Avigo Investment Agreement.

x. Non-compete by the Promoter: Our Promoter shall not, in any manner whatsoever, whether for profit or otherwise, be engaged in any business which competes with the lending business of our Company of providing the current products or products/services similar to the current products of our Company. However, this restriction does not apply to any investment made by our Promoter or its affiliates in the shares of the listed company provided such investment does not represent more than three percent of the share capital of such listed company.

xi. Governing Law: The Investment Agreement shall be governed by and construed in accordance with Indian laws. If any dispute, difference, claim or controversy, if any, arises between the parties, and if the dispute is

128

not resolved within thirty days after the date of receipt of written notice by the party raising the dispute, then either party shall submit the dispute for arbitration, which shall be held at Delhi, India.

7. Investment Agreement dated December 29, 2011 between NYLIM Jacob Ballas India Fund III LLC,

Mauritius (“Investor”), our Promoter and our Company, (“NYLIM Investment Agreement”),

subsequently amended on January 23, 2012

Pursuant to amendment to the NYLIM Investment Agreement dated January 23, 2012, the Investor has subscribed to 26,666,640 (Twenty Six Million Six Hundred Sixty Six Thousand Six Hundred Forty Only) Compulsorily Convertible Preference Shares of our Company, at a face value of ` 10 each and at a premium of ` 65 each (“Series B CCPS”), the Equity Shares to be issued upon conversion of such Series B CCPS and 20 Equity Shares at a face value of ` 10 each and at a premium of ` 90 each (collectively “Subscription

Shares”), aggregating to ` 2,000 million (“Investment Amount”). The salient terms and conditions of the NYLIM Investment Agreement are as follows:

i. Conversion of the Subscription Shares: The Series B CCPSs would convert into Equity Shares any time post the approval of the audited financial statements for the financial year 2013, (“Lock-in period”), at the option of Invesor upon serving a written notice after the Lock-in period and prior to the expiry of the seventh anniversary from the “Closing Date” as defined in the NYLIM Investment Agreement, (“Mandatory

Conversion Date”). Any Series B CCPSs which are not converted by the Mandatory Conversion Date, would be automatically be converted into Equity Shares on such date. However, in the event that the Company undertakes an initial public offering of its Equity Shares prior to the Mandatory Conversion Date, the CCPSs would have to be converted immediately prior to conclusion of such initial public offering. The number of Equity Shares to be issued to Investor upon conversion of the Series B CCPSs will be computed based on the parameters as detailed in the NYLIM Investment Agreement).

ii. Use of Proceeds: Our Company has agreed to utilize the Investment Amount for its ongoing business activities and subject to the provisions of the FEMA and for no other purpose unless expressly agreed to by the Investor in writing.

iii. Right of First Offer: If our Company seeks to issue additional Equity Shares, preference shares and/or any other securities or instruments convertible into Equity Shares (“Securities”) to any third party, our Company must first offer such Securities to the Investor in proportion to the Investor’s shareholding in our Company on a fully diluted basis, unless such issue of Securities is to a financial institution registered with, or regulated by, the RBI, or any other central bank or financial regulator inside or outside India, who is directly or indirectly engaged in the business of NBFCs or is a banking company that has at a group level annual turnover of at least fifty percent of the Company’s annual turnover. This right is subject to other terms and conditions as set out in the Investor Agreement.

iv. Anti Dilution: If our Company seeks to issue any Securities to any third party, the weighted average of the purchase price per Equity Share held by the Investor must be adjusted accordingly to prevent dilution of the Investor’s shareholding in our Company.

v. Right of First Refusal: If the Investor seeks to transfer any Subscription Shares to a third party, our Promoter is entitled to an option to purchase all such Subscription Shares proposed to be transferred by the Investor on the same terms and conditions. This right is subject to other terms and conditions as set out in the NYLIM Investment Agreement.

vi. Tag Along Right: If our Promoter seeks to transfer his Securities to a third party, our Promoter is entitled to call upon such third party purchase the same proportion of the Securities held by the Investor, on the same terms and conditions. The Investor has an option to not sell such Securities to such third party. This right is subject to other relevant terms and conditions as set out in the NYLIM Investment Agreement.

vii. Drag Along Right: If our Promoter seeks to transfer all its Securities to a third party, our Promoter shall have the right (and not an obligation) to require the Investor to sell its entire shareholding in the Company to the third party. This right is subject to other terms and conditions as set out in the NYLIM Investment Agreement.

129

viii. Transfer Restrictions: The Investor is restricted from transferring any of the Securities held by it directly or

indirectly, prior to expiry of twenty four months from the Closing Date as defined in the NYLIM Investment Agreement or the transfer to any competitor. However, the transfer restrictions are not applicable to the tag along right and the drag along right, as mentioned above.

ix. Affirmative Vote: Certain matters of our Company as detailed in the NYLIM Investment Agreement can be effected only post obtaining the consent of the Investor.

x. Exit Rights: The Company and our Promoter will make best efforts to an exit option to the Investor pursuant

to an initial public offering of Equity Shares, within forty eight months from the Closing Date as defined in the NYLIM Investment Agreement, subject to other relevant conditions as stated in the NYLIM Investment Agreement.

xi. Non-compete by our Promoter: Our Promoter shall not, in any manner whatsoever, whether for profit or otherwise, be engaged in any business which competes with the lending business of our Company of providing the current products or products/services similar to the current products of our Company. However, this restriction does not apply to any investment made by our Promoter or its affiliates in the shares of the listed company provided such investment does not represent more than three percent of the share capital of such listed company.

xii. Term and Termination: The Parties may mutually agree to terminate the NYLIM Investment Agreement, it may get terminated upon the occurrence of an initial public offering of our Company’s Equity Shares in terms of the NYLIM Investment Agreement, or the NYLIM Investment Agreement shall stand terminated upon the Investor selling or transferring fifty percent or more of the Subscription Shares, or upon the breach of material obligations by the Investor if it is not cured within thirty days of its occurrence.

xiii. Governing Law: The NYLIM Investment Agreement shall be governed by and construed in accordance with Indian laws. If any dispute, difference, claim or controversy, if any, arises between the parties, and if the dispute is not resolved within thirty days after the date of receipt of written notice by the party raising the dispute, then either party shall submit the dispute for arbitration, which shall be held at Delhi, India.

8. Subscription Agreement dated May 30, 2011 between Religare Finvest Limited (“Issuer”) and Religare

Enterprises Limited (“Subscriber”), (Subscription Agreement”) and Amendment Letter dated August

12, 2011, (“Amendment Letter”) and Second Amendment Agreement dated November 12, 2011,

(“Amendment Agreement”) and Third Amendment Agreement dated January 17, 2012. Pursuant to the Subscription Agreement, the Issuer has issued and allotted to the Subscriber, secured unrated unlisted compulsorily convertible debentures of a face value of ` 1,000,000, (“Debentures”) aggregating to ` 1,500,000,000. The Subscription Agreement lays down the broad terms and conditions in relation to the aforementioned issue of Debentures are as follows:

(xii) Subscription: The Subscriber agrees to subscribe and pay for Debentures of the face value of ` 1,000,000 each, aggregating to an amount of ` 1,500 million, while the Issuer agrees to create a pari passu mortgage on the Issuer’s immovable property at Mehasana, Gujarat and a pari passu charge on business receivables in favour of the Subscriber upto the value of the total principal amount of the Debentures. A subscription request is irrevocable and is deemed to have been completed only if the proposed allotment date is the closing date and specifies the bank and account to which allotment proceeds are to be credited.

(xiii) Debentures: Debentures, issued in fungible and dematerialized form, at a face value of ` 0.1 million, shall constitute direct, unsubordinated and unsecured obligations of the Issuer, which shall at all times rank pari passu and will bear interest from and including the date of allotment to the date of conversion at 11% p.a. to be paid within 30 days from allotment date and will be subject to the terms and conditions set out in the agreement. Subsequent to the Amendment Letter, interest rate was changed to 10.90% p.a. payable monthly.

(xiv) Voting: The Debentures held by the Subscriber shall have no voting rights.

130

(xv) Conversion: Debentures shall be automatically and mandatorily converted to equity shares by the Issuer on May 30, 2016, (“Mandatory Conversion Date”) at a conversion rate determined by a valuation certificate issued by a Chartered Accountant or Merchant Banker on the Mandatory Conversion Date. The conversion of the Debentures shall not be lower than the conversion price of Series A CCPS issued to Avigo pursuant to Avigo Investment Agreement and the Series B CCPS issued to Investor pursuant to NYLIM Investment Agreement. The conversion of the Debentures shall not be lower than the conversion price of Series A CCPSs issued to Avigo pursuant to Avigo Investment Agreement dated November 12, 2011 and Series B CCPSs issued to the Investor pursuant to NYLIM Investment Agreement dated December 29, 2011.

(xvi) Default: If the Issuer fails to make any payment as and when it accrues, interest is to be paid at the rate of 2%

p.a. from the due date until payment.

(xvii) Information: The Subscriber is entitled to inspect books and records, secure reasonable assistance from the Issuer to access documentation and evidence to comply with KYC and other similar checks as may become applicable under law.

(xviii) Transfer: The Subscriber cannot assign its rights under this Subscription Agreement to any third party other than its affiliates.

(xix) Governing Law: The governing law is Indian law and the courts of Delhi will have exclusive jurisdiction to settle all disputes that may arise in connection with this agreement.

9. Subscription Agreement dated August 01, 2011 between Religare Finvest Limited (“Issuer”) and ICICI

Bank Limited (“Subscriber”), (“Subscription Agreement”)

Pursuant to the Subscription Agreement, the Issuer has issued and allotted to the Subscriber, 12,500,000 non-convertible cumulative redeemable unlisted preference shares with a face value of ` 10 each, (“Preference

Shares”) and a cash premium of ` 90 on each Preference Share aggregating to ` 1,250 million. The Subscription Agreement lays down the broad terms and conditions in relation to the aforementioned issue of Preference Shares are as follows:

(i) Subscription: The Preference Shares shall be issued free from and clear from any encumbrance or any other right or interest of any third party. The Issuer shall apply the proceeds of the subscription amount for (a) providing loans for purchase of commercial assets/ vehicles (b) refinancing the existing loans availed by the issuer (c) Providing loans against property working capital and terms loans to SMEs. (d) Expenses related to transactions under the agreement. The Issuer shall not utilize the subscription amount for any activity prohibited by the Reserve Bank of India.

(ii) Closing: The completion of subscription of the Preference Shares by Closing shall take place at such place as the parties may agree in writing on the closing date. The closing date shall be the date notified by the subscriber subsequent to the receipt of the closing completion certificate from the issue and shall not be later the August 31, 2011. The closing pursuant to the Agreement shall not occur unless each of the obligations of the Parties are fully satisfied or mutually waived off.

(iii) Post Closing Conditions: The Issuer shall within 7 business days following the closing date dematerialize the preference shares and furnish a statement from the depository to the subscriber providing that the preference shares have been credited to the beneficiary account of the subscriber. The Issuer shall file e-form 2 with the Registrar of Companies within 7 business days from the closing date.

(iv) Appointment of advisors: The Issuer shall have the right to appoint any chartered accountants/ cost accountants as auditors for carrying out any specific assignment or to examine the financial or coast accounting systems and procedures adopted by the issuer for its working.

(v) Undertakings for non-disposal of shareholding: The Issuer may not recognize or register any transfer of shares in the Issuer’s capital made or to be made by the promoter and such other persons as may be specified which will lead to non-compliance of Issuer’s undertakings.

131

(vi) Events of Default: The following events would be deemed to be events of default : payment default, non-compliance with other terms, misrepresentation, cross default, liquidation of other proceedings, appointment of liquidator or trustee, insolvency, attachment or distraint on properties, ceasing to carry on business, revocation of authorisations necessary to enable the issuer to comply with any obligations under the transaction documents, illegality of obligations to be performed by the issuer, material adverse effect, seizure, repudiation, change in management, change in constitution, litigation, change of control of the issuer, reorganisation of the Issuer, suspension of credit rating, moratorium, failure to fulfil post closing conditions.

(vii) Consequences of Event of Default: Upon occurrence of event of default prior to the closing date, the Subscriber may terminate rights of the Issuer to call upon the Subscriber to pay the subscription amount. The Subscriber shall have the right to appoint, remove or replace a director on the board of directors of the Issuer on the occurrence of the event of default, referred to as a nominee director.

132

OUR MANAGEMENT

Board of Directors

The general superintendence, direction and management of our affairs and business are vested in our Board. Currently, we have 9 Directors on our Board.

Details relating to Directors

Name, Designation,

Age, DIN and

Occupation

Nationality Date of

Appointment

Address Other Directorships

Mr. Kavi Arora

Managing Director and Chief Executive Officer Age: 41 years DIN: 01429165

Occupation: Service

Indian

November 14, 2011

H.No.356, Espace Nirvana Country, Sector - 50, Gurgaon, 122 018, Haryana, India

1. Religare Housing Development Finance Corporation Limited;

2. Equifax Credit Information Services Private Limited; and

3. Religare Insurance Broking Limited.

Mr. Anil Saxena Director Age: 44 years DIN: 01555425 Occupation: Service

Indian April 6, 2010 House No. 603 , Aspire – 1 , Supertech Emerald Court , Sector – 93A , Noida 201301 , Uttar Pradesh , India

1. Religare Macquarie Wealth Management Limited;

2. Religare Securities Limited; 3. Religare Arts Initiative Limited; 4. Religare Capital Markets Limited; 5. Religare Arts Investment Management

Limited; 6. Religare Housing Development

Finance Corporation Limited; 7. Religare Enterprises Limited; 8. Religare Trustee Company Limited; 9. Religare Capital Markets (India)

Limited; 10. Religare Capital Markets International

(UK) Limited; 11. Religare Capital Markets International

(Mauritius) Limited; 12. Religare Capital Markets Inc.; 13. Religare Capital Markets (Europe)

Limited; 14. MENA Healthcare Investment

Company Limited; 15. Tobler (Mauritius) Limited; 16. Religare Investment Holdings (UK)

Limited; and 17. Religare Global Asset Management

Inc.

Mr. Shachindra

Nath Director Age: 40 years DIN: 00510618

Indian November 14, 2011

C-4, Sarai Khawaja, Green Valley Sector 41-42, Faridabad, 121012, Haryana, India

1. Religare Asset Management Company Limited;


3. Religare Commodities Limited; 4. Religare Securities Limited; 5. Religare Macquarie Wealth

Management Limited; 6. Vistaar Religare Capital Advisors

133

Name, Designation,

Age, DIN and

Occupation

Nationality Date of

Appointment


Occupation: Business Executive

Limited; 7. Religare Arts Investment Management

Limited; 8. Religare Capital Markets Limited; 9. Milestone Religare Investment

Advisors Private Limited; 10. Dion Global Solutions Limited; 11. Religare Capital Markets (India)

Limited; 12. RGAM Corporation Private Limited; 13. Regius Overseas Holding Company

Limited; 14. Dion Global Solutions Pty. Limited; 15. Religare Capital Markets International

(UK) Limited; 16. Religare Capital Markets International

(Mauritius) Limited; 17. Religare Capital Markets Inc.; 18. Religare Capital Markets (Europe)

Limited; 19. Tobler (Mauritius) Limited; 20. Religare Investment Holdings (UK)

Limited; 21. Religare Global Asset Management

Inc; 22. Bartleet Religare Securities (Private)

Limited; 23. Religare Capital Markets (EMEA)

Limited; 24. Religare Noah Capital Markets Pty.

Limited; 25. Northgate Capital LLC (Member of

management board); and 26. Landmark Partners LLC (Member of

management board).

Mr. Sunil Kumar

Garg Director Age: 43 years DIN: 01179441 Occupation: Service

Indian March 26, 2007 C-90 Ramprastha, Ghaziabad, 201011, Uttar Pradesh, India

1. REL Infrafacilities Limited; 2. Religare Securities Limited; 3. Religare Infotech Private Limited; 4. Religare Bullion Limited; 5. Religare United Soccer Limited; 6. Religare Share Brokers Limited; 7. Religare Wellness Limited; 8. Medsource Health Care Private

Limited; 9. Northgate Capital Asia (India)

Limited; 10. Religare Travels (India) Limited; 11. Ligare Aviation Engineering Limited

(Formerly Religare Aviation Engineering Limited;

12. Religare Capital Markets (India) Limited; and

13. Religare Finance Limited.

134

Name, Designation,

Age, DIN and

Occupation

Nationality Date of

Appointment


Mr. Basab Mitra

Director Age: 43 years DIN: 05166506 Occupation: Service

Indian April 25, 2012 34, Sagarika CHS, Sec – 10/A, Vashi, Navi Mumbai- 400703, Maharashtra, India

1. Religare Macquarie Wealth Management Limited; and

2. Bartleet Religare Securities (Private) Limited.

Mr. Padam Narain

Bahl

Independent Director Age: 60 years DIN: 01314395 Occupation: Practicing Chartered Accoutant and Income Tax Advisor

Indian March 26, 2007 D -70 , Ranjit Avenue, Amritsar 143001, India

1. Dion Global Solutions Limited; 2. Religare Enterprises Limited; 3. Religare Insurance Broking Limited; 4. Religare Commodities Limited; 5. Religare Securities Limited; 6. Religare Venture Capital Limited; 7. Religare Arts Initiative Limited; 8. Verne Developers Private Limited; 9. Religare Technologies Limited; and 10. Religare Capital Markets Limited.

Mr. Achal Ghai Non Retiring Non Executive Director Age: 48 years DIN: 00312672 Occupation: Service

Indian November 17, 2011

Villa 6, Cluster 40, Jumeirah Islands,, P. O. Box No 18264, Dubai, 018264, , United Arab Emirates

1. Avigo Venture Investment Limited; 2. Avigo Capital Managers Private

Limited; 3. Avigo PE Investments Limited; 4. Tecpro Systems Limited; and 5. SRL Limited.

Mr. Srinivas

Chidambaram

Non Retiring Non Executive Director Age: 46 years DIN: 00514665

Occupation: Service

Indian January 23, 2012

S-283, Greater Kailash Part II, New Delhi-110048, India

1. S.P. Apparels Limited; 2. Vivimed Labs Limited; 3. Jacob Ballas Capital India Private

Limited; 4. Trianz Holdings Private Limited; 5. Aster Private Limited; 6. Financial Software and Systems

Private Limited; 7. SRL Limited

Mr. Venkata

Raghuram Raju

Kunatharaju

Director Age: 49 years

Indian April 25, 2012 B-4/138, Safdarjung Enclave, New Delhi- 110029, India

1. TransIndia Airlines Private Limited; 2. Raju Estates Private Limited; 3. TransIndia Aviation Private

Limited;and 4. Religare Noah Capital Markets Pty.

Limited.

135

Name, Designation,

Age, DIN and

Occupation

Nationality Date of

Appointment


DIN: 01741712

Occupation: Service

Profile of Directors

Mr. Kavi Arora Mr. Kavi Arora holds a Bachelor’s Degree in Commerce from Punjab University, Chandigarh, diploma in systems management from NIIT Limited and a master’s degree in business management from the University Business School, Chandigarh. He is our Managing Director and Chief Executive Officer and manages the small and medium enterprises focused commercial lending business in our Company. Prior to joining our Company Mr. Kavi Arora has worked with GE Capital in the capacity of director- secured assets & cross-sell, Hong Kong and with ABN Amro Bank (now, RBS), as the head of consumer bank for the south region and as the national sales and distribution head for unsecured assets. Mr. Kavi Arora has also worked with ATS Services, CitiFinancial, 20th Century Finance and Consortium Finance. He has more than 18 years experience in the financial services sector.He was appointed on the Board of our Company on November 14, 2011. Mr. Anil Saxena Mr. Anil Saxena is a member of the Institute of Chartered Accountants of India and the Institute of the Cost and Works Accountants of India. He is responsible for the management and supervision of finances, risk & audit of our Company. He is also the Group Chief Financial Officer of REL. Prior to joining us, he was associated with Kotak Securities Limited as Vice-President. In the past, he has also worked with Dion Global Solutions Limited (formerly known as Religare Technova Limited) and R. Singhania & Company. He has over 20 years of experience in the financial services industry. He joined the Religare Group on August 1, 2001 and was appointed as the managing director of our Company on April 6, 2010. He was re-designated as a director with effect from November 14, 2011. Mr. Shachindra Nath Mr. Shachindra Nath holds a bachelor’s degree in law from Banaras Hindu University, Varanasi. He is responsible for leading pivotal operations and businesses of the Religare Group. He has been associated with the Religare Group since 2000. Prior to joining our Company he was associated with Abhipra Capital Limited. He has more than 20 years experience in the manufacturing and finance sector having worked with R.D. & Company and Obeetee Textiles Limited. He was appointed on the Board of our Company on November 14, 2011.

Mr. Sunil Kumar Garg

Mr. Sunil Kumar Garg holds a Bachelor’s Degree in Commerce from the St. Xavier’s College, Kolkata. He is a member of the Institute of Chartered Accountants of India and the Institute of Company Secretaries of India. He is holding the key position of President - Treasury at REL. Prior to joining us, he was employed at Arvind Construction Company Limited and held several key positions there from 1994 until 2003. He has over 20 years of experience in the financial services industry. He joined our Board on March 26, 2007.

Mr. Basab Mitra Mr. Basab Mitra holds a degree in Masters of Business Administartion from INSEAD, France. He is responsible for group operations, Information Technology, Brand and Marketing and Administration functions of Religare Group. He is also responsible for evaluation and execution of new business opportunities and jointly formulating and executing strategy for portfolio businesses. Mr. Basab Mitra has previously worked with Arcapita, a private equity player, where he held the position of Operating Principal, Barclays and McKinsey in London, and GE Capital in both, the USA and India. He has experience of more than 18 years in the area of financial services. He was appointed on the Board of our Company on April 25, 2012.

136

Mr. Padam Narain Bahl Mr. Padam Narain Bahl holds a Bachelor’s Degree in Commerce from the Kurukshetra University and a bachelor’s degree in law from Guru Nanak Dev University, Amritsar. He is a member of the Institute of Chartered Accountants of India. He has also received a Diploma in Information System Audit from SSI, Amritsar. Mr. Bahl has been practicing as a Chartered Accountant and an income tax advisor since 1979 and has more than 30 years of work experience. He was the Chairman of the Northern India Regional Council, Institute of Chartered Accountants of India, Amritsar Chapter for the year 1998-99 and was a member of the Income Tax Advisory Committee, Amritsar Chapter during the years 2002-03 and 2003-04. He joined our Board as an Independent Director on March 26, 2007.

Mr. Achal Ghai Mr. Achal Ghai holds a bachelor of commerce degree obtained from Guru Nanak Dev University and holds a masters degree in business administration obtained from University of Delhi. He is the founder and managing partner of Avigo Capital Managers which currently manages several India SME focused private equity funds. He is the member of the board of Tecpro Systems Limited. He has more than 20 years of experience in corporate and investment banking in India, Dubai and Canada and has previously worked with international banks such as American Express, HSBC, SCB, EBIL, and more recently with the Canadian Imperial Bank of Commerce specializing in corporate finance, mergers and acquisitions and investment banking. He has extensive experience in structuring corporate finance and private equity transactions. He was appointed on the Board of our Company on November 17, 2011.

Mr. Srinivas Chidambaram Mr. Srinivas Chidambaram is a qualified Chartered Accountant. He is the Managing Director and Chief Executive Officer of Jacob Ballas Capital India Private Limited, a leading India focused private equity firm based in New Delhi. He previously served with HSBC Private Equity (Asia) and its affiliates in Hong Kong and India, responsible for private equity investments in India and South East Asia. He has also served in the information technology industry with HCL Technologies Limited, responsible for financial institution relationships and strategic alliances in the USA. He commenced his career with SRF Finance Limited where he was responsible for Corporate Finance and Investment Banking, based in Bombay. He has 22 years of financial services and industry experience, including 14 years in private equity. He was appointed on the Board of our Company on January 23, 2012.

Mr. Venkata Raghuram Raju Kunatharaju Mr. Venkata Raghuram Raju Kunatharaju is the General Counsel and leads the Legal, Compliance and Secretarial functions of the Religare Group. He holds a bachelor of law degree from Delhi University. Prior to joining Religare group, he has held the position of Senior Vice President and General Counsel – International for Genpact and the General Counsel for GE Capital in India and prior to joining GE Capital, he worked as a partner with a premier law firm in India. He has over 23 years of experience as a commercial and corporate lawyer. He was appointed on the Board of our Company on April 25, 2012.

Appointment and Remuneration of the Managing Director

Mr. Kavi Arora has been appointed as the Managing Director of our Company for a period of (3) three years with effect from November 14, 2011, pursuant to a resolution of the Board of Directors of our Company passed at their meeting held on November 14, 2011 and the approval of the shareholders of our Company pursuant to a resolution passed at our EGM held on November 14, 2011. The current remuneration payable to our Managing Director, as authorised by a resolution passed by the shareholders of our Company at our EGM held on November 14, 2011, is as follows:

i) Salary: ` 586,667 per month.

ii) Allowances: Following allowances shall be allowed:

137

a. House Rent Allowance: ` 293,334 per month

b. Additional Allowance: ` 463,566 per month

c. Education Allowance: ` 200 per month

d. Car Running Expenses: ` 45,000 per month

e. Conveyance Allowance: Nil

iii) Contribution to Provident Fund: ` 70,400 per month.

iv) Leave: According to rules of the Company.

v) Perquisites: Following perquisite shall be allowed as per the norms of the Company:-

a. Leave Travel Assistance: ` 6,250 per month.

b. Medical Reimbursement: ` 1,250 per month.

Borrowing Powers of the Board

Pursuant to resolution passed by the shareholders of our Company at our EGM held on August 16, 2011 and in accordance with provisions of Section 293 (1)(d) of the Act, the Board has been authorised to borrow sums of money as they may deem necessary for the purpose of the business of our Company upon such terms and conditions and with or without security as the Board of Directors may think fit, provided that money or monies to be borrowed together with the monies already borrowed by our Company (apart from temporary loans, including working capital facilities obtained from our Company’s bankers in the ordinary course of business) shall not exceed ` 200,000 million.

Interest of the Directors

All the directors of our Company, including our non-executive directors, may be deemed to be interested to the extent of fees, if any, payable to them for attending meetings of the board or a committee thereof as well as to the extent of other remuneration and reimbursement of expenses payable to them. The managing director of our Company is interested to the extent of remuneration paid for services rendered as an officer and/or employee of our Company. All the directors of our Company, including non-executive directors, may also be deemed to be interested to the extent of Equity Shares, if any, held by them or by companies, firms and trusts in which they are interested as directors, partners, members or trustees and also to the extent of any dividend payable to them and other distributions in respect of the said Equity Shares. All our directors may be deemed to be interested in the contracts, agreements/arrangements entered into or to be entered into by our Company with any company in which they hold directorships or any partnership firm in which they are partners as declared in their respective declarations. Except as otherwise stated in this Prospectus and statutory registers maintained by our Company in this regard, our Company has not entered into any contract, agreements or arrangements during the preceding two years from the date of this Prospectus in which the directors are interested directly or indirectly and no payments have been made to them in respect of these contracts, agreements or arrangements which are proposed to be made with them. Our Company’s Directors have not taken any loan from our Company.

Debenture holding of Directors:

Details of the debentures held in our Company by our Directors, as on August 31, 2012, are provided in the table given below:

138

Sr.

No.

Name of the Director Number of debentures held

1. Mr. Padam Narain Bahl 500

2. Mr. Basab Mitra 500

3. Mr. Venkata Raghuram Raju Kunatharaju 500

4. Mr. Kavi Arora 400

.

Changes in the Directors of our Company during the last three years:

The change in the Board of Directors of our Company in the three years preceding the date of this Prospectus is as follows:

Name of Director Date of Initial Appointment Date of Cessation Reason

Mr. Anil Saxena April 6, 2010 - Appointment as Managing Director

Mr. Kavi Arora November 14, 2011 - Appointed as the Managing Director with effect from November 14, 2011

Mr. Sunil Godhwani - November 14, 2011 Resignation

Mr. Atul Gupta - November 14, 2011 Resignation

Mr. Anil Saxena November 14, 2011 Change in designation from Managing Director. Continues in the capacity as a Director.

Mr. Jatinder Singh Grewal

- November 12, 2011 Resignation

Mr. Rama Krishna Shetty


Mr. Jaickismin Wadhumal Balani


Mr. Shachindra Nath November 14, 2011 - Appointment

Mr. Achal Ghai November 17, 2011 - Appointment

Mr. Srinivas Chidambaram

January 23, 2012 - Appointment

Mr. Venkata Raghuram Raju Kunatharaju

April 25, 2012 - Appointment

Mr. Basab Mitra April 25, 2012 - Appointment

Shareholding of Directors, including details of qualification shares held by Directors

As per the provisions of our MOA and AOA, Directors are not required to hold any qualification shares.

None of our Directors hold any Equity Shares or preference shares of our Company.

139

Details of various committees of the Board

Our Company has constituted the following committees:

A. Audit Committee

The members of the Audit Committee as on the date of this Prospectus are: 1. Mr. Padam Narain Bahl; 2. Mr. Anil Saxena; and 3. Mr. Sunil Kumar Garg. The terms of reference of the Audit Committee, inter alia, include: � Reviewing with management the half yearly and annual financial information before submission to the board,

focusing primarily on:

• Any changes in accounting policies and practices

• Major accounting entries based on exercise of judgments by management.

• Qualifications in draft audit report.

• Significant adjustments arising out of audit.

• The going concern assumption.

• Compliance with accounting standards.

• Any related party transactions i.e. transactions of the Company of material nature, with promoters or the management, their subsidiaries or relatives etc. that may have potential conflict with the interests of the Company at large.

� Reviewing with the management, external and internal auditors, the adequacy and compliance of internal control

systems. � Reviewing the adequacy of internal audit function, including the structure of the internal audit department,

staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit

� Inform the Board about the overall exposure to capital market, compliance to RBI and Board guidelines, adequacy

of risk management and internal controls. B. Asset Liability Committee

The members of the Asset Liability Committee as on the date of this Prospectus are:

1. Mr. Anil Saxena; 2. Mr. Shachindra Nath; 3. Mr. Sunil Kumar Garg; and 4. Mr. Kavi Arora.

The terms of reference of the Asset Liability Committee, inter alia, include: � To manage liquidity and interest rate risk in a dynamic situation by measuring, monitoring and taking appropriate

steps.

140

� To put in place the ALM system by making use of specialized software for managing assets and liabilities with

respect to maturity mismatch. It shall put in place a comprehensive and dynamic frame work to measure, monitor and manage the liquidity and interest rate equity and commodity price risk taking into account the rates of major operators in the financial system by closely integrating it with the business strategy of the company.

� To evolve suitable strategy through risk policies and tolerance levels to manage the risks. � To recommend the board regarding limits of liquidity, interest rate and equity price risk. � Ensuring the adherence to the limits set by the board and in the line with the budget and decide risk management

objectives. � To decide the product pricing for the loans, maturity profile and mix of the incremental assets and liabilities. � To anticipate the current interest rate view of the company and base its decision for future business strategy on

this view .In regard to funding policy it shall decide the source, mix of liabilities or sale of assets.

� To develop a view on future direction of interest rate movement and decide on funding mixes between fixed vs. floating rate bonds, wholesale vs. retail, money market vs. capital market, domestic market vs. foreign currency funding.

� To review the ALM returns and take suitable remedial measures. � To review the progress and implementation of decision made in the previous meetings. � To assess the funding and capital planning for the company. � To prepare road maps for profit planning and growth projections. � To prepare plans by forecasting and analyzing “what if scenario”.

� To adopt, amend, revise and modify ALM policy of then company in compliance with RBI’s norms.

C. Loan/Investment and Borrowing Committee

The members of the Loan/Investment and Borrowing Committee as on the date of this Prospectus are:

1. Mr. Anil Saxena; 2. Mr. Shachindra Nath; 3. Mr. Sunil Kumar Garg; and 4. Mr. Kavi Arora.

The objective of forming the Committee is to provide operational guidelines to all concerned and will enable the Company to gainfully deploy the surplus funds from time to time.

D. Nomination/Compensation Committee

The members of the Nomination/Compensation Committee as on the date of this Prospectus are:

1. Mr. Shachindra Nath; 2. Mr. Padam Narain Bahl; and 3. Mr. Anil Saxena.

The terms of reference of the Committee include appointment of senior management personnel and making recommendations to the Board for appointment of Directors or filling of vacancies on the Board.

141

The Committee is required to undertake administration and superintendence of the Employee Stock Option Scheme and to that extent scope of reference to the Committee is not restricted to only particular stock option scheme but all option schemes are to be administered/implemented by the Committee.

E. Risk Management Committee

The members of the Risk Management Committee as on the date of this Prospectus are:

1. Mr. Anil Saxena; 2. Mr. Sunil Kumar Garg; 3. Mr. Shachindra Nath; and 4. Mr. Kavi Arora.

The terms of reference of the Risk Management Committee, inter alia, include:

� The Risk Management Committee has been assigned the task of guiding the progressive Risk Management System, Policy and Strategy of the Company. It will devise the policy and strategy for Integrated Risk Management containing various risks exposures of the Company (credit risk, market risk and operational risk).

� The Committee oversees the functioning of the Asset Liability Management Committee, Loan and Investment

Committee and other risks committees of the Company, if any.

� To build a strong and profitable portfolio with fair and transparent outlook with fair and transparent outlook by taking help of the experience and multidimensional view of the Committee members.

� To draft and approve the various policies pertaining to the finance activities of the Company.

� To find out the reason for Non-Performing Assets accounts in the Small and Medium Enterprise Sector.

� To consider the soundness of way of methods for disturbing the loan.

� To discuss and review the recovery or collection policy etc.

� To investigate relevant matter referred to the Committee by the Board and report to the Board.

� To adopt, amend, revise, modify various product policies of the Company from time to time.

� The Committee shall meet atleast once in every quarter. � Any two members shall form the quorum. � The Committee shall submit its report in the next immediate Board Meeting.

F. Share Allotment Committee

The members of the Share Allotment Committee as on the date of this Prospectus are:

1. Mr. Kavi Arora; 2. Mr. Anil Saxena; and 3. Mr. Sunil Kumar Garg. The terms of reference of the Share Allotment Committee, inter alia, include: � To exercise powers on behalf of the Board to look after the matters pertaining to the issue, offer, allotment and

cancellation of securities including ESOP/Equity/Preference shares/ instruments convertible into Equity Shares, whether optionally or otherwise.

� To make call on securities.

142

� To invite and accept further subscription money on securities. � To issue share certificates, if required/ receipts. � To redeem/ convert securities and to do all such acts, deeds and things as may be considered necessary and

incidental thereto.

G. Debenture Committee

The members of the Debenture Committee as on the date of this Prospectus are: 1. Mr. Kavi Arora; 2. Mr. Anil Saxena; and 3. Mr. Sunil Kumar Garg

The terms of reference of the Debenture Committee, inter alia, include: � Finalization of the allotment of the NCDs on the basis of the applications received. � Finalization of and arrangement for the submission of the Prospectus/ Memorandum/ Offer Document to be

submitted to the Stock Exchange(s) for receiving objections from the public and the prospectus to be filed with the Stock Exchange(s), and any corrigendum, amendments supplements thereto.

� Approval of the draft and final prospectus (including amending, varying or modifying the same, as may be

considered desirable or expedient) as finalized in consultation with the lead managers, in accordance with all applicable laws, rules, regulations and guidelines.

� Finalization of the basis of allotment in the event of over-subscription. � Acceptance and appropriation of the proceeds of the issue. � Authorization of the maintenance of a register of holders of the NCDs. � Authorization of any director or directors of the Company or other officer or officers of the Company, including

by the grant of power of attorneys, to do such acts, deeds and things as such authorized person in his/her/its absolute discretion may deem necessary or desirable in connection with the issue and allotment of the NCDs.

� Seeking, if required, the consent of the Company’s lenders, parties with whom the Company has entered into

various commercial and other agreements, all concerned government and regulatory authorities in India, and any other consents that may be required in connection with the issue, offer and allotment of the NCDs.

� Seeking the listing of the NCDs on any Indian stock exchange, submitting the listing application to such stock

exchange and taking all actions that may be necessary in connection with obtaining such listing. � Giving or authorizing the giving by concerned persons of such declarations, affidavits, certificates, consents and

authorities as may be required from time to time. � Deciding, approving, modifying or altering the pricing and terms of the NCDs, and all other related matters

including the determination of the size of the Public Issue up to the maximum limit prescribed by the Board and the minimum subscription for the Public Issue.

� Appointing the debenture trustee and execution of the trust deed in connection with the Public Issue, in

accordance with the provisions of the Debt Regulations. � Appointing the registrar to the issue, and other intermediaries, in accordance with the provisions of the Debt

Regulations.

143

� Sign and execute listing application(s), various agreements including but not limited to Deed of Hypothecation,

Debenture Trust Deed, Debenture Trustee Agreement, Listing Agreement, undertakings, deeds, declarations, affidavits, certificates, documents, etc. And all other documents and to do all such acts, deeds and things, and to comply with all formalities as may be required in connection with and incidental to the aforesaid offering of ncds including the post issue formalities and with power to settle any question, difficulties or doubts that may arise in regard to the issue or allotment of such ncds as may be deemed fit.

� Appointing the Lead Managers, Brokers, Debenture Trustee, Legal Advisors, Depositories, Custodians, Registrar

and Bankers to the Issue, Printers, Credit Rating Agency(ies), Advertising Agency(ies) and such other persons/agencies as may be involved or concerned in such offerings of ncds and to remunerate all such persons/agencies, including by the payment of commission, brokerage, fees, etc. As may be deemed fit.

� To generally do any other act and/or deed, to negotiate and execute any document/s, application/s, agreement/s,

undertaking/s, deed/s, affidavits, declarations and certificates, and/or to give such direction as it deems fit or as may be necessary or desirable with regard to the Public Issue.

� Consider and approve and sign any financial statement and any other documents in connection with the issue of

NCDs.

Payment of benefits and profit-share to Employees

Except entitlement to stock options under the ESOP, and payments in accordance with the terms of appointment of our employees, we have not paid or granted any amounts or benefits to our employees, in the two years preceding the date of this Prospectus. Our employees are not entitled to any share in the profits of our Company. Key Operations Personnel:

The key operations personnel of our Company, apart from our Executive Directors are as follows: Ms. Kanchan Jain, the President Structured Products and Chief Risk Officer of our Company, is responsible for managing the overall risk on the loan book including underwriting and portfolio management functions, legal and compliance matters. Additionly she also handles the structured products business for the Company. Mr. Vineet Saxena, the Director and Chief Operations Officer of our Company, is responsible for driving operational excellence in operations, CRM, information technology, quality, financial planning and control. Mr. Gurinder Singh Sehmbey, our Company’s Regional Business Director, is responsible for the managing the asset finance business in the north region for our Company. Mr. Sachin Sharma, our Company’s Regional Business Director, is responsible for managing the asset finance business in the west region for our Company. Mr. Abhijit Gosh, our Company’s Regional Business Director, is responsible for managing the asset finance business in south and east regions for our Company. Mr. Omdutt Sharma, Executive Vice President- Audit & Process Control, is responsible for managing the internal audit function. Mr. Sandeep Hariprasad Adukia, our Company’s President – Capital Market Finance, manages the loan against marketable securities business nationally. Mr. Puneet Pandey, our Company’s Director-Fixed Income Business & Key Client Relation, is responsible for managing the debt capital market and distribution business of our Company.

144

OUR PROMOTER

Profile of our Promoter

Our Promoter is Religare Enterprises Limited.

Religare Enterprises Limited (“REL”) was originally incorporated as a private limited company under the Act on January 30, 1984 with the name Vajreshwari Cosmetics Private Limited, vide a certificate of incorporation dated January 30, 1984 issued by the Registrar of Companies, Punjab, Himachal Pradesh & Chandigarh at Jalandhar. Subsequently, the name of REL was changed to Religare Enterprises Private Limited and a fresh certificate of incorporation dated January 31, 2006 was issued by the Registrar of Companies, Punjab, Himachal Pradesh & Chandigarh at Jalandhar. The word private was deleted from the name of REL and a fresh certificate of incorporation dated August 11, 2006 was issued by the Registrar of Companies, N.C.T. of Delhi and Haryana. The registered office of our Promoter is located at D3, P3B, District Centre, Saket, New Delhi - 110 017. Our Promoter through its subsidiaries and joint ventures is primarily engaged in the business of lending and investments, broking in securities and commodities, financial advisory services, custodial and depository operations, portfolio management services, asset management, wealth management, life insurance and health insurance.

Our Promoter has not been restrained, prohibited or debarred by SEBI from accessing the securities market or dealing in securities and no such order or direction is in force.

Except for Religare Finance Limited, a wholly owned subsidiary of our Promoter, which carries on the business of NBFC activities and vide its letter dated February 29, 2012, has made an application to the RBI for voluntarily surrendering its certificate of registration as an NBFC, there are no common business pursuits between our Company and our Promoter. Equity Shares of our Promoter are listed on the BSE and NSE. REL is a diversified financial services company with presence in India and abroad operating through its eleven direct Indian subsidiaries. Following is a brief description of the subsidiaries of REL:

Sr.

No. Name of Subsidiary Country of

Incorporation Promoter’s

Holding (%) Business Activity

1. Religare Finvest Limited India More than

99.99

• Lending Business • Depository Participants • Mutual Fund Distribution

2. Religare Securities Limited India 100 • Retail Equity Broking • Priority Client Equity Services • Online Investment Portal • Depository Services

3. Religare Finance Limited India 100 • The company vide its letter dated February 29, 2012, has made an application to the RBI for voluntarily surrendering its certificate of registration as an NBFC.

4. REL Infrafacilities Limited (Formerly known as Religare Realty Limited)

India 100 • In house Real Estate Management

5. Religare Arts Initiative Limited India 100 • Promote art and provide art related services like gallery space, valuation, authentication, collection building, custodial services to the clients

6. Religare Health Insurance Company Limited (Formerly known as Religare General Insurance Company Limited)

India 90 • Issuing Health Insurance and related products

145

Sr.

No. Name of Subsidiary Country of

Incorporation Promoter’s

Holding (%) Business Activity

7. Religare Capital Markets Limited India 100 • Merchant Banking • Stock Broking • Other financial and advisory services

8. Vistaar Religare Capital Advisors Limited

India 74 • Asset Management Company for the Film Fund

9. Religare Capital Markets (India) Limited

India 100 • Proposed to engage in the business of investment banking and/or stock broking directly or indirectly

10. RGAM Corporation Private Limited (Formerly known as Shreyas Stocks Private Limited)

India 100 • Stock broking and Portfolio Management Services

11. Religare Commodity Broking Private Limited (Formerly known as Shreyas Advisory Services Private Limited)

India 100 • Commodities broking business

Interest of Promoter in our Company

Except as stated under the section titled “Financial Information” beginning on page 153 of this Prospectus and to the extent of their shareholding in our Company along with nominees, and the debt securities of our Company held by our Promoter, REL does not have any other interest in our Company’s business. Further, REL has no interest in any property acquired by our Company in the last two years from the date of this Prospectus, or proposed to be acquired by our Company.

REL does not propose to subscribe to this Issue.

Our Company has issued and allotted 10.90% Secured CCDs of face value of ` 1,000,000 (Rupees One Million each), aggregating upto ` 1,500 million (Rupees Fifteen Hundred Million only) to our Promoter in one tranche pursuant to Subscription Agreement on May 30, 2011. Further, our Company acquired 34,998,250 equity shares of ` 10 each of RHDFCL, representing 87.50% of the paid-up equity share capital of RHDFCL, for an amount aggregating to ` 973.34 million from our Promoter.

Other than the payment of dividend on the shares held by our Promoter in the share capital of our Company, issue of the following Equity Shares and warrants convertible into Equity Shares, interest paid on Inter-Corporate Loans, the aforementioned issue of Secured CCDs, and the transactions as described in the section titled “Financial Information” beginning on page 153 of this Prospectus, we have not paid or granted any amounts or benefits, in the two years preceding the date of this Prospectus.

Details of Shares allotted to our Promoter during the last three Financial Years

Sr.

No.

Nature of Transaction Date of

allotment

No. of

Securities

Issue Price

(`̀̀̀)

1. Preferential Issue of Equity Shares July 1, 2009 47,165,000 200.00 2. Conversion of Compulsory Convertible Debentures issued

on June 23, 2008 July 23, 2009 2,000,000 200.00

3. Preferential Issue of Equity Shares March 8, 2010 1,250,000 200.00 4. Conversion of Compulsory Convertible Debentures issued

on June 23, 2008 July 23, 2010 3,000,000 200.00

146

Shareholding Pattern of our Promoter as on June 30, 2012:

Category of

shareholder

No. of

shareh

olders

Total No. of

shares

No. of

shares held

in de

materialized

form

Total shareholding as a % of total no.

of shares

Shares pledged or otherwise

encumbered

As a %

of

(A+B)

As a % of

(A+B+C)

Number of

shares

As a % of

Total No. of

Shares

(A) Shareholding of

Promoter and

Promoter Group

(1) Indian

Individuals/ Hindu Undivided Family

Promoter

Mr. Shivinder Mohan Singh

1 19,187,400 19,187,400 12.85 12.85 15,471,500

(P) 10.36

Promoter Group

Mrs. Aditi Shivinder Singh

1 166 166 0.00 0.00 0 0.00

Mrs. Japna Malvinder Singh

1 14,787,566 14,787,566 9.90 9.90 9,000,000

(P) 6.03

Central Government/ State Government(s)

0 0 0 0.00 0.00 0 0.00

Bodies Corporate

Shivi Holdings Private Limited

1 14,082,306 14,082,306 9.43 9.43 14,081,469

(P) 9.43

Malav Holdings Private Limited

1 14,082,306 14,082,306 9.43 9.43 14,067,469

(P) 9.42

RHC Finance Private Limited

1 24,565,478 24,565,478 16.45 16.45 13,168,847

(P) 8.82

RHC Holdings Private Limited

1 6,494,746 6,494,746 4.35 4.35 6,482,015

(P) 4.34

Hospitalia Information Systems Private Limited

1 9,597,156 9,597,156 6.43 6.43 0 0.00


0 0 0 0.00 0.00 0 0.00

Any Other (specify) 0 0 0 0.00 0.00 0 0.00

Sub-Total (A) (1) 8 102,797,124 102,797,124 68.82 68.82 72,271,300 48.38

(2) Foreign

Individuals (Non-Resident Individuals/Foreign individuals)

Promoter

Mr. Malvinder Mohan Singh #

1 4,400,000 4,400,000 2.95 2.95 4,400,000

(E) 2.95

Promoter Group

Mr. Abhishek Singh 1 50 50 0.00 0.00 0 0.00


Institutions 0 0 0 0.00 0.00 0 0.00


Sub-Total (A) (2) 2 4,400,050 4,400,050 2.95 2.95 4,400,000 2.95

147

Category of

shareholder

No. of

shareh

olders

Total No. of

shares

No. of

shares held

in de

materialized

form

Total shareholding

as a % of total no.

of shares


encumbered

As a %

of

(A+B)

As a % of

(A+B+C)

Number of

shares

As a % of

Total No. of

Shares

Total Shareholding of

Promoter and

Promoter Group (A) =

(A)(1)+(A)(2)

10 107,197,174 107,197,174 71.77 71.77 76,671,300 51.33

(B) Public

Shareholding

(1) Institutions

Mutual Funds /UTI 0 0 0 0.00 0.00 0 0.00


5 1,608,756 1,608,756 1.08 1.08 0 0.00

Central Government/ State Government(s)

0 0 0 0.00 0.00 0 0.00

Venture Capital Funds 0 0 0 0.00 0.00 0 0.00

Insurance Companies 0 0 0 0.00 0.00 0 0.00

Foreign Institutional Investors

3 2,324,659 2,324,659 1.56 1.56 0 0.00

Foreign Venture Capital Investors

0 0 0 0.00 0.00 0 0.00


Sub-Total (B) (1) 8 3,933,415 3,933,415 2.63 2.63 0 0.00

(2) Non-Institutions

Bodies Corporate 431 2,585,277 2,585,277 1.73 1.73 0 0.00

Individuals

i. Individual shareholders holding nominal share capital up to ` 0.1 million

31,143 1,597,263 1,594,393 1.07 1.07 0 0.00

ii. Individual shareholders holding nominal share capital in excess of ` 0.1 million

23 22,054,035 22,054,035 14.76 14.76 0 0.00

Any Others (specify) 1,318 12,001,389 12,001,389 8.03 8.03 0 0.00

i. Non Resident Indians 227 5,129,263 5,129,263 3.43 3.43 0 0.00

ii. Hindu Undivided Families

1,055 221,213 221,213 0.15 0.15 0 0.00

iii. Directors Relatives 4 63,785 63,785 0.04 0.04 0 0.00

iv. Directors $ 5 1,555,470 1,555,470 1.04 1.04 0 0.00

v. Trusts 6 8,075 8,075 0.01 0.01 0 0.00

vi. Clearing Members 20 1,719 1,719 0.00 0.00 0 0.00

vii. Foreign Corporate Bodies

1 5,021,864 5,021,864 3.36 3.36 0 0.00

Sub-Total (B) (2) 32,915 38,237,964 38,235,094 25.60 25.60 0 0.00

Total Public

Shareholding (B) =

(B)(1)+(B)(2)

32,923 42,171,379 42,168,509 28.23 28.23 0 0.00

Total (A)+(B) 32,933 149,368,553 149,365,683 100.00 100.00 76,671,300 51.33

(C) Shares held by

Custodians and

against which

0 0 0 0.00 0.00 0 0.00

148

Category of

shareholder

No. of

shareh

olders

Total No. of

shares

No. of

shares held

in de

materialized

form

Total shareholding

as a % of total no.

of shares


encumbered

As a %

of

(A+B)

As a % of

(A+B+C)

Number of

shares

As a % of

Total No. of

Shares

Depository Receipts

have been issued

Grand Total

(A)+(B)+(C) 32,933 149,368,553 149,365,683 100.00 100.00 76,671,300 51.33

#The Company has been informed that Mr. Malvinder Mohan Singh has assumed the status of a "person resident outside India" for the purposes of Section 2(w) of the Foreign Exchange Management Act, 1999 (FEMA) and is now Non Resident Indian in terms of the regulations under the FEMA. It is however clarified that the equity shares of Religare Enterprises Limited currently held by Mr. Malvinder Mohan Singh were acquired by him prior to the change in his residential status, as described above, i.e. when he was a "person resident in India" for the purpose of Section 2(v) of the FEMA."

Encumbered

P= Pledged $ 2 folios held by one Director are clubbed into one folio.

Board of directors of our Promoter as on August 31, 2012:

1. Mr. Sunil Godhwani; 2. Mr. Shachindra Nath; 3. Mr. Anil Saxena; 4. Mr. Ravi Umesh Mehrotra; 5. Mr. Harpal Singh; 6. Mr. Stuart Duncan Pearce; 7. Mr. Padam Narain Bahl; 8. Mr. Deepak Ramchand Sabnani; 9. Mr. Jaickismin Wadhumal Balani; 10. Dr. Sunita Naidoo; 11. Capt. Gurkir Paul Singh Bhalla (Alternate director to Mr. Deepak Ramchand Sabnani); and 12. Mr. Rama Krishna Shetty (Alternate director to Mr. Jaickismin Wadhumal Balani).

Unconsolidated Financial Performance of our Promoter for the last two financial years (`̀̀̀ in millions)


2012

As at March 31,

2011

BALANCE SHEET


Shareholder Funds:

149


2012

As at March 31,

2011

Share Capital 2,054.03 1,764.35

Reserves and Surplus 27,680.57 30,148.48

Non Current Liabilities

Long Term Borrowings - 0.81 Other Long Term Liabilities 8.14 14.49

Long term Provisions 8,170.93 243.83 Deferred Tax Liabilities (net) 22.38 33.72 Current Liabilities

Short Term Borrowings 51.11 92.11 Trade Payables 41.26 202.37 Other Current Liabilities 3.63 57.65 Short Term Provisions 8.45 3.75

Total 38,040.50 32,561.56

ASSETS

Non-Current Assets

Fixed assets Tangible Assets 25.98 81.83 Intangible Assets 103.35 157.25

Intangible Assets under Development 1.10 18.26

- - Non-Current Investments 37,136.89 30,935.10 Long Term Loans and Advances 380.14 262.89 Other Non-Current Assets - 0.10

Current assets

Trade Receivables - 206.65 Cash and Bank Balances 63.83 532.94 Short Term Loans and Advances 329.09 339.50 Other Current Assets 0.12 27.04

Total 38,040.50 32,561.56

PROFIT AND LOSS ACCOUNT For the Financial

Year ended March

31, 2012

For the Financial

Year ended March

31, 2011

INCOME

Revenue from Operations 566.32 1,266.59

Other Income 3.19 1.11

Total 569.51 1,267.70

EXPENDITURE

150


2012

As at March 31,

2011

Finance Cost 58.62 152.05

Depreciation and Amortisation Expense 43.24 41.20 Employee Benefits Expense 462.99 543.99

Other Expenses 1,822.64 424.95 Total 2,387.50 1,162.19

Profit/(Loss) Before Exceptional item and Tax (1,817.98) 105.51

Exceptional item: Provision for dimunition in value of Long Term Investment in a subsidiary

6,355.50 -

Profit/(Loss) After Exceptional item and Before Tax (8,173.48) 105.51

Current Tax - For the year - 39.57 - For the earlier years - 4.21

Deferred Tax (Net) (11.34) 10.77

Profit/(Loss) for the Year (8,162.14) 50.96

(in `̀̀̀)

Particulars FY 2012 FY 2011

Earnings Per Share

Basic (58.98) 0.04

Diluted (58.98) 0.04

151

OUR SUBSIDIARY

As on the date of this Prospectus our Company has the following one subsidiary:

1. Religare Housing Development Finance Corporation Limited (“RHDFCL”):

Our Subsidiary was originally incorporated as a limited company, under the provisions of the Act, with the name Maharishi Housing Development Finance Corporation Limited, by a Certificate of Incorporation dated June 30, 1993 issued by the Registrar of Companies, N.C.T. of Delhi and Haryana, and commenced its operations, pursuant to a Certificate of Commencement of Business dated September 6, 1993. Subsequently the name of our Subsidiary was changed to Religare Housing Development Finance Corporation Limited vide a fresh Certificate of Incorporation dated September 7, 2010 issued by the Registrar of Companies, N.C.T. of Delhi and Haryana. The registered office of RHDFCL is situated at D3, P3B, District Centre, Saket, New Delhi, 110 017

RHDFCL became a subsidiary of our Company with effect from December 3, 2010, pursuant to the acquisition of 34,998,250 equity shares of RHDFCL, representing 87.50% of its paid-up equity share capital, for an amount aggregating to ` 973.34 million from our Promoter. RHDFCL has not declared any dividend from the date of the aforementioned acquisition by our Company, till the date of this Prospectus.

Principal Business:

RHDFCL is engaged in the business of housing finance under license issued by National Housing Bank and securitisation and reconstruction of financial assets and enforcement of security interests.

Shareholding Pattern:

As on the date of this Prospectus the shareholding pattern of RHDFCL is as follows:

Sr.

No.

Name of shareholder Address No. of Equity

Shares

Face value

of Equity

Shares in (`̀̀̀)

Percentage of

Equity Share

capital (%)

1. Religare Finvest Limited D3, P3B, District Centre, Saket, New Delhi 110017

34,998,200 10 87.50

2. Maharishi Housing Development Trust

Sir Walter Raeleigh House , 40/50 Espland, Jersey JE1, 4HH, CI, Great Britain

4,963,160 10 12.40

3. Anand Prakash Shrivastava A-214, New Friends Colony, Harsh Vihar, New Delhi – 110065

36,568 10 0.09

4. Deepak Jain C-39, Rashmi Apartments, Harsh Vihar, Pitampura, Delhi – 110034

5 10 0.00

5. Sanjay Shrivastava C-4/127, Sector-31, Noida

3 10 0.00

6. Manoj Shrivastava B-8/56, Sector-56, Noida 3 10 0.00

7. Nishi Shrivastava A-214, New Friends Colony, New Delhi – 110065.

3 10 0.00

8. Aditi Shrivastava A-214, New Friends 2 10 0.00

152

Sr.

No.

Name of shareholder Address No. of Equity

Shares

Face value

of Equity

Shares in (`̀̀̀)

Percentage of

Equity Share

capital (%)

Colony, New Delhi – 110065.

9. Rajeev Arora J-139, Sector-41, Noida – 201303

3 10 0.00

10. Chattar Pal Sharma 1st Floor (3), BE-101, Gali No. 2, Hari Nagar, New Delhi -110064

3 10 0.00

11. Shachindra Nath* C-4, Sarai Khawaja, Green Valley, Sector 41-42, Faridabad

10 10 0.00

12. Anil Saxena* House No. 603, Aspire - 1, Supertech Emerald Court, Sector - 93A, Noida, 201301

10 10 0.00

13. Sunil Kumar Garg* C-90, Ramaprastha, Ghaziabad

10 10 0.00

14. Atul Gupta* Flat No. 42, Prayag Apartments, Plot B-1, Vasundhra Enclave, Delhi-110096

10 10 0.00

15. Kavi Arora* H.No.356, Espace Nirvana Country, Sector - 50, Gurgaon, 122003

10 10 0.00

Total 39,998,000 10 100.00

*Nominee of Religare Finvest Limited

Board of Directors:

The board of directors of RHDFCL comprises of the following persons:

1. Mr. Kavi Arora - Managing Director;

2. Mr. Anil Saxena;

3. Mr. Anuj Chowdhry; and

4. Mr. Ravi Sethurathnam

153

SECTION V : FINANCIAL INFORMATION

FINANCIAL STATEMENTS

Sr.

No.

Particulars Page No.

1. Examination report on the Summary Financial Information of our Company as at and for the financial years ended March 31, 2008, 2009, 2010, 2011 and 2012 as issued by the Statuory Auditor.

A-1

2. Summary Financial Information of our Company as at and for the financial years ended March 31, 2008, 2009, 2010, 2011 and 2012.

F-1

3. Examination report on the Summary Financial Information of our Subsidiary as at and for the financial years ended March 31, 2011 and 2012 as issued by the Statuory Auditor.

A-4

4. Summary Financial Information of our Subsidiary as at and for the financial years ended March 31, 2011 and 2012.

F-142

A-1

The Board of Directors,

Religare Finvest Limited,

D3, P3B, District Centre, Saket,

New Delhi, 110017

Auditors’ Report

Auditors’ Report in connection with the Public Offer of Non-Convertible Debentures (“NCD”) of


Dear Sirs,

1. This report is produced in accordance with the terms of our agreement dated August 23, 2012

2. The accompanying financial information (Financial Information) of Religare Finvest Limited

(hereinafter referred to as the “Company”)(comprising Section A – Unconsolidated Financial

Information and Section B- Other Unconsolidated Financial Information), which has been

prepared by the Management of the Company in accordance with the requirements of

paragraph B (1) of Part II of Schedule II to the Companies Act, 1956 (hereinafter referred to as

the “Act”) and the Securities and Exchange Board of India (Issue and Listing of Debt

Securities) Regulations, 2008 (hereinafter referred to as the “Regulations”) issued by the

Securities and Exchange Board of India (hereinafter referred to as “SEBI”), as amended from

time to time in pursuance of Section 30 of the Securities and Exchange Board of India Act,

1992 and initialed by us for identification purposes only. For our examination, we have

placed reliance on the audited standalone financial statements of the Company for the years

ended March 31, 2012, 2011, 2010, 2009 and 2008 on which we have expressed unmodified

audit opinions in our reports dated May 22, 2012, May 30, 2011, June 1, 2010, June 23, 2009

and June 25, 2008 respectively.

Managements’ responsibilities

3. The preparation of the Standalone Financial Information, which is to be included in the Draft

Prospectus and the Prospectus, is the responsibility of the Management of the Company and

has been approved by the Debenture Committee (hereinafter referred to as “the Committee”)

in their meeting held on August 27, 2012, as authorized by the Board of Directors of the

Company (hereinafter referred to as “the Board”). The Board is responsible for identifying and

ensuring that the Company complies with the laws and regulations applicable to its activities.

The Board is also responsible for regrouping / reclassifying the Financial Information to

correct material regroupings / reclassifications.

Auditors’ Responsibilities

4. Our work has been carried out in accordance with Standard on Auditing (SA) 810 –

Engagements to Report On Summary Financial Statements and as per the Guidance Note on

Reports in Company Prospectuses (Revised) issued by the Institute of Chartered Accountants

of India and pursuant to the requirements of Schedule II of the Act. Our work was performed

solely to assist you in meeting your responsibilities in relation to your compliance with the Act

and the Regulations in connection with the proposed Public Offer of Non Convertible

Debentures. Our obligations in respect of this report are entirely separate from, and our

responsibility and liability is in no way changed by, any other role we may have (or may have

had) as auditors of the Company or otherwise. Nothing in this report, nor anything said or

A-2

done in the course of or in connection with the services that are the subject of this report, will

extend any duty of care we may have in our capacity as auditors of any financial statements of

the Company.

A. Unconsolidated Financial Information as per audited standalone financial

statements:

5. We have examined the following summarized financial statements of the Company contained

in Standalone Financial Information of the Company:

a) the “Statement of Assets and Liabilities and supporting schedules(Unconsolidated)” as at

March 31, 2012, 2011, 2010, 2009 and 2008 (enclosed as Annexure I to the Financial

Information );

b) the “Statement of Profit and Loss (Unconsolidated) and supporting schedules” for the

years ended March 31, 2012, 2011, 2010, 2009 and 2008 (Enclosed as Annexure II to the

Financial Information); and

c) the “Statements of Cash Flow (Unconsolidated)” for the years ended March 31, 2012,

2011, 2010, 2009 and 2008 (Enclosed as Annexure III to the Financial Information)

together referred to as “Summary Statements”

6. The Summary Statements have been derived from the audited standalone financial statements

of the Company as at and for the years ended March 31, 2012, 2011, 2010, 2009, and 2008 .

7. We draw your attention to the following :

a) the Summary Statements have to be read in conjunction with the significant accounting

policies and other notes given in Annexure IV;

b) the figures of earlier years have been regrouped wherever necessary, to conform to the

classification adopted for the Summary Statements as at/for the year ended March 31,

2012;

c) The Summary Statements do not contain all the disclosures required by the Accounting

Standards referred to in sub-section (3C) of section 211 of the Act. Reading the summary

statements, therefore, is not a substitute for reading the audited financial statements of

the Company.

8. We have not audited any financial statements of the Company as of any date or for any period

subsequent to March 31, 2012. Accordingly, we do not express opinion on the financial

position, results or cash flows of the Company as of any date or for any period subsequent to

March 31, 2012.

B. Other Unconsolidated Financial Information:

9. At the Company’s request, we have also examined the following Other Unconsolidated

Financial Information relating to the Company as at and for the years ended March 31, 2012,

2011, 2010, 2009, and 2008, proposed to be included in the Draft Prospectus and the

Prospectus , prepared by the Management of the Company and approved by the Committee

and annexed to this Financial Information:

i) Statement of Accounting Ratios (Enclosed as Annexure V to the Financial

Information);

A-3

ii) Capitalisation Statement (Enclosed as Annexure VI to the Financial Information);

iii) Statement of Dividends Declared (Enclosed as Annexure VII to the Financial

Information).

Opinion

10. In our opinion

i) the Summary Statements derived from the audited financial statements of the

Company for the years ended March 31, 2012, 2011, 2010, 2009 and 2008, as

mentioned in Section A, are a fair summary of those financial statements.

ii) the Other Unconsolidated Financial Information as mentioned in Section B have been

prepared in accordance with Paragraph B(i) of Part II of Schedule II to the Act and

the Regulations

11. This report should not be in anyway construed as a re-issuance or re-dating of any of the

previous audit reports issued by us, nor should this report be construed as a new opinion on

any of the Financial Information referred to herein.

12. We have no responsibility to update our report for events and circumstances occurring after

the date of the report for the financial position, results of operations or cash flows of the

Company as of any date or for any period subsequent to March 31, 2012.

Restriction of Use

13. This report is addressed to and is provided to enable the Board of Directors of the Company to

include this report in the Draft prospectus and the Prospectus prepared in connection with

the filing of an offer document for a proposed public issue of NCD by the Company with BSE

Limited (BSE), National Stock Exchange of India Limited, the SEBI and the Registrar of

Companies, N.C.T. of Delhi and Haryana. This report is not issued in connection with the sale

of securities in the United States of America. Our work and findings shall in no way constitute

advice or recommendations (and we accept no liability in relation to any advice or

recommendations) regarding any commercial decisions associated with the issue of NCD.

For Price Waterhouse

Firm Registration Number: 301112E

Chartered Accountants

Partha Ghosh

Place: Mumbai Partner

Date: August 27, 2012 Membership Number: F55913


F-1

Annexure - I

Statement of Assets & Liabilities

(` in million)

Particulars Annexure

IV

As at March 31,

2012 2011 2010 2009 2008


Shareholders' Funds

Share Capital

Reserves and Surplus

3

4

2,312.39

18,493.26

1,733.22

14,368.11

1,703.22

12,953.53

1,199.07

2,794.82

1,199.07

2,334.43

Share Application Money

Pending Allotment

-

-

-

9,433.00

-

Non - Current Liabilities

Long - Term Borrowings 5 53,610.47 33,965.31 7,915.00 600.00 -

Deferred Tax Liability (net) 16 - - 5.86 - -

Other Long Term Liabilities 6 19.06 26.07 3.12 2.81 -

Long - Term Provisions 7 634.83 344.04 82.61 6.22 2.11

Current Liabilities

Short - Term Borrowings 8 50,592.78 44,773.55 32,880.97 6,454.24 16,937.50

Trade Payables 9 463.27 10.09 129.98 156.18 27.28

Other Current Liabilities 10 23,669.62 14,974.38 4,770.01 1,026.41 601.15

Short - Term Provisions 11 1,758.72 271.74 142.59 107.62 107.44

TOTAL 151,554.40 110,466.51 60,586.89 21,780.37 21,208.98

ASSETS

Non - Current Assets

Fixed Assets

Tangible Assets (Net Block) 12 502.42 588.19 598.46 316.41 270.23

Intangible Assets (Net Block) 13 38.47 42.39 44.33 10.78 5.31

Capital Work - in - Progress 14 188.47 161.58 13.97 13.97 29.77

Non - Current Investments 15 3,177.72 1,571.59 588.25 881.72 238.22

Deferred Tax Asset (net) 16 265.99 81.52 - 16.16 3.39

Long - Term Loans and Advances 17 69,803.30 42,055.82 13,324.23 2,576.22 1,103.47

Other Non - Current Assets 18 1,604.82 293.87 169.60 - -

Current Assets

Current Investments 19 109.71 - 4,770.00 - 1,850.16

Inventories 20 2,856.32 4,853.36 6,858.36 - 9.40

Trade Receivables 21 431.12 1,812.48 3,822.15 963.22 219.66

Cash and Bank Balances 22 14,631.08 10,046.88 2,014.47 544.80 2,247.85

Short - Term Loans and Advances 23 57,558.93 48,519.01 28,127.31 16,180.69 15,176.58

Other Current Assets 24 386.05 439.82 255.76 276.40 54.94

TOTAL 151,554.40 110,466.51 60,586.89 21,780.37 21,208.98

Overview and Significant

Accounting Policies

1 & 2


F-2

Annexure - II

Statement of Profit and Loss

(` in million)


IV

For the year ended March 31,

2012 2011 2010 2009 2008

Revenue

Revenue from Operations 25 18,213.10 11,029.72 4,635.15 3,210.15 2,325.16

Other Income 26 374.06 601.42 726.50 336.65 268.45

Total Revenue 18,587.16 11,631.14 5,361.65 3,546.80 2,593.61

Expenses

Employee Benefit Expenses 27 1,084.80 1,075.43 692.33 445.43 185.86

Finance Costs 28 12,688.64 6,456.82 1,770.48 1,622.54 1,487.32

Depreciation and Amortization

Expense

29 100.33 99.89 43.13 19.50 10.78

Other Expenses 30 2,760.20 2,237.39 1,436.85 773.10 363.78

Total Expenses 16,633.97 9,869.53 3,942.79 2,860.57 2,047.74

Profit Before Tax 1,953.19 1,761.61 1,418.86 686.23 545.87

Tax Expenses

Current Tax 745.29 664.40 368.62 234.72 195.18

Deferred Tax (184.47) (87.38) 22.02 (12.77) (9.85)

Taxes for earlier Years 14.14 36.84 - - 1.62

Fringe Benefit Tax - - - 3.89 1.91

Profit for the Year 1,378.23 1,147.75 1,028.22 460.39 357.01

Earnings Per Equity Share 31

Basic 7.75 6.66 6.56 3.84 3.71

Diluted

7.75 6.66 6.56 3.84 3.71

Overview and Significant

Accounting Policies

1 & 2


F-3

Annexure - III

Statement of Cash Flow

(` in million)


2012 2011 2010 2009 2008

A Cash Flow from Operating Activities:

Net Profit Before Tax 1,953.19 1,761.61 1,418.86 686.23 545.87

Adjustments for:

Depreciation and Amortization Expense 100.33 99.89 43.13 19.50 10.78

Interest Expense 8,385.44 2,912.30 908.58 1,306.67 1,420.45

Interest Income * (155.37) (298.08) (103.09) (121.20) (59.92)

Income from Investment – Dividend (6.33) (5.60) (10.10) (27.72) (4.90)

Reversal of Diminution in value of financial

Assets

(5.46) - - - -

Provision for Diminution in the value of

Investments

35.10 27.77 2.00 5.46 -

Discount on issue of Commercial Papers 4,067.27 3,390.59 752.58 254.47 4.16

(Profit)/Loss on Fixed Assets sold(Net) 18.75 19.58 (0.01) - 1.72

(Profit)/Loss on sale of Investments (89.71) (204.85) (498.19) (77.44) (59.97)

Loans Written off 216.75 183.45 474.02 232.81 75.57

Provision for Bad and Doubtful Loans and

Advances (NPA)

602.88 372.60 93.32 59.63 33.42

Provision for Gratuity & Leave Encashment 2.49 (11.54) 16.03 8.77 4.40

Tax Deducted at Source on Operating Income

(including Securities Transaction Tax)

(722.84) (489.10) (311.48) (255.87) (193.47)

Operating profit before working capital changes 14,402.49 7,758.62 2,785.65 2,091.31 1,778.11

Adjustments for changes in working capital :

- (Increase)/Decrease in Receivables 1,384.75 2,020.94 (2,858.72) (739.15) (156.31)

- (Increase)/Decrease in Stock in Trade 1,997.01 2,005.03 (6,858.37) 9.40 (9.41)

- (Increase )/Decrease in Other Receivables (36,749.41) (49,396.51) (23,119.69) (2,837.82) (10,708.31)

- Increase/(Decrease) in Trade and Other

Payables

396.82 1,192.18 601.06 189.72 71.12

Cash used in operations (18,568.34) (36,419.74) (29,450.07) (1,286.54) (9,024.80)

- Taxes Paid

(Net of Tax Deducted at Source)

(29.92) (149.56) (122.84) (13.37) 5.16

Net cash generated from (used in) Operations (A) (18,598.26) (36,569.30) (29,572.91) (1,299.91) (9,019.64)

B Cash Flow from Investing Activities:

Purchase of Fixed Assets (52.93) (440.66) (312.78) (56.12) (253.89)

Capital Work in Progress (27.08) (122.03) 18.56 (30.14) (31.32)

Proceeds from Sale of Fixed Assets 14.99 270.07 5.09 0.06 16.17

Proceeds from Sale of Investments # 92,191.49 252,647.87 471,024.23 76,449.34 122,886.04

Purchase of Investments (93,850.41) (248,656.36) (475,002.58) (75,165.24) (124,560.93)

Interest Received (Revenue) 189.75 104.24 115.38 96.91 56.47

Dividend Received 6.33 5.60 18.50 19.32 4.90

Net Cash generated from (used in) Investing

Activities (B) (1,527.86) 3,808.73 (4,133.60) 1,314.13 (1,882.56)

C Cash Flow from Financing Activities:

Proceeds from fresh issue of Equity Share Capital

(including securities premium)

0.00 - 650.00 9,433.00 1,620.36

Proceeds from fresh issue of Preference Share

Capital (including securities premium)

4,750.00 - - - -

Expenses for Issue of Preference Share Capital (59.78) - - - -

Redemption of Preference Share Capital

(including redemption premium)

(220.67) - - - -


F-4

Statement of Cash Flow Continued….

(` in million)


2012 2011 2010 2009 2008

Proceeds from Short term borrowings(Net) (929.78) (334.81) 1,293.14 (682.01) (100.88)

Proceeds from Long term borrowings(Net) 19,993.36 34,531.61 9,975.00 - -

(Payments)/ Receipts from Inter Corporate

Deposits/loans (Net)

(2,000.74) 2,904.64 (2,248.40) 1,597.00 653.10

Receipts from / (Payments to ) Debentures &

Commercial papers (Net)

(2,877.14) (690.55) 27,255.48 (10,654.76) 12,590.84

Proceeds from Cash Credits (Net) 14,797.64 7,747.90 (392.93) 395.03 (900.00)

Interest Paid (7,387.06) (2,981.56) (738.16) (1,749.17) (931.23)

Dividend Paid (1.19) (259.98) (383.22) (48.17) (82.77)

Dividend Tax Paid (43.37) - (65.13) (8.19) (13.45)

Net Cash generated from (used in) Financing

Activities (C) 26,021.27 40,917.25 35,345.78 (1,717.27) 12,835.97

Net Increase/(Decrease) in Cash & Cash Equivalents

(A+B+C)

5,895.15

8,156.68

1,639.27

(1,703.05)

1,933.77

Cash and Cash Equivalents at the beginning of the

Year

10,340.75 2,184.07 544.80 2,247.85 314.08

Cash and Cash Equivalents at the end of the Year 16,235.90 10,340.75 2,184.07 544.80 2,247.85

Cash and Cash Equivalents at the year-end

comprises of

Cash and Cheques/Stamp papers in Hand 0.51 1.60 0.48 0.26 0.26

Fixed Deposits with Scheduled Banks 2,524.46 2,458.81 2,063.63 499.89 610.83

Balance with Scheduled Banks 13,710.93 7,880.34 119.96 44.65 1,636.76

16,235.90 10,340.75 2,184.07 544.80 2,247.85

* Interest income does not include interest from lending operation.

# For Financial Year 2011-12, includes ` 24.58 million of refund of share application money.

Figures in brackets indicate cash outgo/income.


F-5

Annexure - IV

Notes Forming part of the Financial Statements

1 OVERVIEW

Religare Finvest Limited was incorporated on 6th January, 1995 as Skylark Securities Private Limited .The name of the

Company was changed from Skylark Securities Private Limited to Fortis Finvest Private Limited on 23rd September, 2004.

The Company was converted into a public limited company on 07th October, 2004 and the name was changed to Fortis

Finvest Limited. Further, on 4th April, 2006 the name of the Company was changed to Religare Finvest Limited (the

„Company‟).

The Company is holding Certificate of Registration (CoR) as Non-Banking Financial Institution, without accepting public

deposits, registered with the Reserve Bank of India (“RBI”) under section 45-IA of the Reserve Bank of India Act, 1934 and

primarily engaged in lending, investment, financial advisory services and distribution of third party financial products. The

Company received the CoR from RBI initially on 03rd January, 2001 as category B Non-Deposit taking Non-Banking

Financial Institution and consequently upon change in name of the Company, RBI issued a fresh CoR on 10th November,

2006 enabling the Company to carry on the business as a Non-Deposit taking Category B Non-Banking Financial Institution.

2 SIGNIFICANT ACCOUNTING POLICIES

a) BASIS OF ACCOUNTING

For Financial Years 2009-10 ,2010-11 and 2011-12

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 principals of Accounting Standards referred in Section 211 (3C) of the Companies Act, 1956 of India (“the

Act”) read with Companies (Accounting Standard) Rules 2006 to the extent applicable, the Reserve Bank of India Act(RBI),

1934 and Non-Banking Financial Companies Auditor‟s Report (Reserve Bank) Directions, 2008.

For Financial Years 2007-08 and 2008-09

The Financial Statements are prepared under historical cost convention to comply in all material aspects with all applicable

accounting principles in India, applicable Accounting Standards notified under section 211(3C) of the Companies Act, 1956

of India and the relevant provisions of the Companies Act, 1956.

b) USE OF ESTIMATES

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.

c) REVENUE RECOGNITION

For Financial Years 2007-08, 2008-09, 2009-10, 2010-11 and 2011-12

(i) Interest income from financing activities is recognized on an accrual basis except in the case of non-performing

assets, where it is recognised on realisation, as per the Prudential Norms of the RBI. Financial advisory fees are

accrued based on stage of completion of assignments in accordance with terms of the relevant agreement.

(ii) Dividend from investments is accounted for when the right to receive dividend is established. (iii) Brokerage from Mutual fund distribution activity is recognized on accrual basis. (iv) Revenue excludes service tax.

(v) Financial advisory Fees are accrued based on stage of completion of assignments in accordance with terms of the

relevant agreement.

Additions to the policy applicable for Financial Years 2007-08, 2008-09, 2009-10, 2010-11 and 2011-12

(vi) Income from derivative transactions is recognized on accrual basis.

(vii) Income from security transactions is recognized on accrual basis

(viii) Income from Arbitrage and trading in securities and derivatives comprises Profit / loss on sale of securities/

commodities held as stock -in -trade and Profit/ loss on equity / commodity derivative instruments. Profit /loss on

sale of securities/ commodities are determined based on weighted average cost of securities/ commodities sold.

Profit/ loss on equity / commodity derivative transactions is accounted for based on the „Guidance Note on

Accounting for Equity Index and Equity Stock Futures and Options‟ issued by the Institute of Chartered

Accountants of India which is more fully explained below:-


F-6

Equity Index / Stock and Commodity– derivatives

(a) “Initial margin” representing initial margin paid, and “Margin Deposits,” representing additional margin over and above

initial margin, for entering into contracts for equity index / stock and commodity futures, which are released on final

settlement / squaring-up of underlying contracts, are disclosed as under Current Assets, loans and advances.

(b) Equity index / stock and Commodity futures are marked – to – market on a daily basis. Debit or credit balance disclosed

under loans and advances or current liabilities, respectively, in the “Mark – to – Market Margin – Equity Index / Stock

and Commodity Futures Account” , represents the net amount paid or received on the basis of movement in the prices

of index / stock and Commodity futures till the balance sheet date.

(c) As on the balance sheet date, profit / loss on open positions in index / stock and commodity futures are accounted for as

follows:

Credit balance in the “Mark – to – Market Margin – Equity Index / Stock and Commodity Futures Account”, being

anticipated profit, is ignored and no credit for the same is taken in the profit and loss account.

Debit balance in the “Mark – to – Market Margin – Equity Index / Stock and Commodity Futures Account”, being

anticipated loss is adjusted in the profit and loss account.

(d) On final settlement or squaring-up of contracts for equity index / stock and commodity futures, the profit or loss is

calculated as the difference between settlement / squaring-up price and contract price. Accordingly, debit or credit

balance pertaining to the settled / squared-up contract in “Mark – to – Market Margin – Equity Index / Stock and

Commodity Futures Account” is recognized in the profit and loss account. When more than one contract in respect of

the relevant series of equity index futures contract to which the squared-up contract pertains is outstanding at the time of

the squaring-up of the contract, the contract price of the contract so squared-up is determined using weighted average

method for calculating profit / loss on squaring-up.

Additions to the policy applicable for financial year 2009-10, 2010-11 and 2011-12

(ix) Processing Fees is recognized upon receipt of the fees.

d) FIXED ASSETS


Fixed assets are stated at cost inclusive of incidental expenses, less accumulated depreciation.

For Financial Years 2009-10, 2010-11 and 2011-12

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.

e) INTANGIBLE ASSETS

Intangible Assets are recognized 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

amortized over the estimated useful life.

f) LEASED ASSETS

i. 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 of the leased assets under operating lease are treated as revenue

expenditure.

ii. Assets subject to operating leases are included in fixed assets. Lease income is recognized in the Profit and Loss

Account on straight – line basis over the lease term. Operating Costs of the lease asset, including depreciation, are

recognized as an expense in the Statement of Profit and Loss Account. Initial direct costs such as legal costs, brokerage

costs, etc. are charged to the Statement of Profit and Loss Account as incurred.


F-7

g) DEPRECIATION

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 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 are 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 to revise estimated life of

all assets purchased and put to use after October 1, 2011. Consequently the rates of depreciation charged on assets are as

under:-

Assets Description Depreciation Rate (%)

(Put to use upto

September 30, 2011)

Depreciation Rate (%)

(Put to use after

October 1, 2011)


(As per Schedule XIV of

the Companies Act, 1956)

Computers 16.21% Between 16.21% to 50% 16.21%

Office Equipment Between 10% to 20% Between 10% to 20% 4.75%

Furniture and Fixtures 6.33% 20% 6.33%

Vehicles 9.50% 16% 9.50%

Building 1.63% 1.63% 1.63%

Intangible Assets -

Software

16.21% 16.21% 16.21%

Individual assets costing up to ` 5,000 are fully depreciated in the year/period of acquisition.

Leasehold improvements are amortised over the period of the lease subject to maximum of 6 years.

Depreciation on additions/ deletions to fixed assets is provided on pro-rata basis from the date the asset is put to use/

discarded.

h) INVESTMENTS

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 cost or market / fair value, whichever is lower.

In case of investment in Mutual Funds, the net asset value of units declared by the Mutual Funds is considered as the fair

value.

i) FOREIGN CURRENCY TRANSACTIONS

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

transactions.

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

Account.

iii. Monetary items denominated in foreign currencies are restated using the exchange rates prevailing at the date of Balance

Sheet and the resulting net exchange difference is recognized in the Statement of Profit and Loss account.

iv. Premium or discount on forward contracts entered for the purpose of hedging is amortised over the life of such contracts

and is recognised as income or expense. Exchange difference on such forward exchange contracts outstanding as at

year/period end is recognized in the Statement of Profit and Loss Account.

j) EMPLOYEE BENEFITS


(i) Provident Fund is a defined contribution scheme and the contributions as required by the statute are charged to the Profit

and Loss Account as incurred.

(ii) Gratuity Liability is a defined obligation and is wholly unfunded. The Company accounts for liability for future gratuity

benefits based on an actuarial valuation as at the Balance Sheet date.

(iii) The employees of the company are entitled to compensated 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 Balance Sheet Date.

(iv) Actuarial gains and losses comprise experience adjustments and the effects of changes in actuarial assumptions and are

recognized immediately in the Profit and Loss Account as income or expense.


F-8

(v) 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.

(vi) Stock Appreciated Rights (SAR‟s) given as a part of employee retention strategy of the company. The eligible

employees are entitled to receive an incentive based on the price of the shares of the Religare Enterprises Limited, the

holding company. The amount of such incentive proportionate to the vesting period as at the balance sheet date is

recognized as an expenses based on the fair value of shares as at the balance sheet date or the cost of acquisition of such

shares where the same have been acquired by an employee Trust formed for the purpose


(i) Provident Fund is a defined contribution scheme and the contributions as required by the statute are charged to the

Profit and Loss Account as incurred.

(ii) 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 Finvest 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.

(iii) The employees of the company are entitled to compensated 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.

(iv) Actuarial gains and losses comprise experience adjustments and the effects of changes in actuarial assumptions and are

recognized immediately in the Profit and Loss Account as income or expense.

(v) 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.

(vi) Stock Appreciation Rights (SAR‟s) given as a part of employee retention strategy of the company. The eligible

employees are entitled to receive an incentive based on the price of the shares of the Religare Enterprises Limited, the

holding company. The amount of such incentive proportionate to the vesting period as at the Balance Sheet date is

recognized as an expense based on the fair value of shares as at the balance sheet date or the cost of acquisition of such

shares where the same have been acquired by an employee Trust formed for the purpose.

(vii) Stock Options granted to eligible persons under the relevant Stock Option Schemes are accounted for at intrinsic value.

For accounting treatment, reference has been made of the Employee Stock Option Scheme and Employee Stock

Purchase Scheme Guidelines 1999 issued by the Securities Exchange Board of India. Accordingly, the excess of

average market price, determined as per guidelines of the underlying equity shares (market value) over the exercise

price of the options if any is recognized as deferred stock option expense and is charged to Profit and Loss Account on

a straight line basis over the vesting period of the options.

k) TAXES ON INCOME


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

ii. Deferred tax is recognized, subject to the consideration of prudence in respect of deferred tax asset, on timing

differences, being the difference between taxable income and accounting income that originate in one year and are

capable of reversal in one or more subsequent years.


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

ii. Deferred tax is recognized, subject to the consideration of prudence in respect of deferred tax asset, on timing differences,

being the difference between taxable income and accounting income that originate in one year and are capable of reversal

in one or more subsequent years/period.

iii. Provision for taxation for the year is ascertained on the basis of assessable profits computed in accordance with the

provisions of the Income Tax Act, 1961.

l) PROVISIONS, CONTINGENT LIABILITIES AND CONTINGENT ASSETS

For Financial Years 2007-08, 2008-09, 2009-10 ,2010-11 and 2011-12

i. 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.


F-9

Additions to the policy applicable for Financial Years 2009-10, 2010-11 and 2011-12

ii. General Provision on Standard Assets is maintained through a system of time buckets to meet foreseeable potential losses

which are inherent in any portfolio but not yet identified.

Additions to the policy in Financial Year 2010-11

iii. Provision for Non-Performing Assets/investments and Contingent Provision against Standard Assets has been made as per

Prudential Norms prescribed by Reserve Bank of India.

Additions to the policy in Financial Year 2011-12

iii. The Management has framed a more prudent policy by proactively adopting the recognition of NPAS and SME and

Commercial lending at 90+Days Past Due('DPD') whereas it follows 180+DPD for rest of the assets.

m) IMPAIRMENT OF FIXED ASSETS

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 Statment of Profit and Loss Account in the period in which an

asset is defined 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.

n) STOCK-IN-TRADE

i. The securities/commodities acquired with the intention of short-term holding and trading positions are considered as

stock–in–trade and disclosed as current assets.

ii. The securities/commodities held as stock–in–trade are valued at lower of cost and market value.

o) BORROWING COSTS

Ancillary costs incurred for arrangement of borrowings such as upfront fees, brokerage and debenture issue expense are

amortized over the tenure of the borrowing as per terms of sanction / agreement/issue.

p) COMMERCIAL PAPER

The difference between the redemption value and acquisition cost of Commercial Paper is amortised over the tenure of the

instrument. The liability as at the Balance Sheet date in respect of such instruments is recognized at face value net of

unamortized discount.

q) FRINGE BENEFIT TAX


The Fringe Benefit Tax has been calculated and accounted for in accordance with the provisions of the Income Tax Act,

1961 and the Guidance note on Accounting for Fringe Benefits Tax issued by the Institute of Chartered Accountants of India.


F-10

Annexure-IV

Notes Forming part of the Financial Statements

3 Share Capital

(` in million)


2012 2011 2010 2009 2008

Authorised:

Equity Shares of `10 each/- 1,908.33 2,500.00 2,500.00 2,500.00 1,500.00

Non-Convertible Cumulative

Redeemable Preference Shares

of ` 10/- each

125.00 - - - -

Compulsorily Convertible

Preference Shares of ` 10/- each

466.67 - - - -

Total 2,500.00 2,500.00 2,500.00 2,500.00 1,500.00

Issued, Subscribed & Fully paid up

Equity Shares of `10 each/-

1,733.22

1,733.22

1,703.22

1,199.07

1,199.07

1% Non-Convertible Cumulative


of ` 10/- each

112.50 - - - -

0.01% Compulsorily Convertible


466.67 - - - -

Total 2,312.39 1,733.22 1,703.22 1,199.07 1,199.07

Repeat Schedule S-

Note 1 of last year

Repeat Schedule S-

Note 2 of last year

Repeat Schedule S-

Note 3 ( c) (i) of last

year


F-11

3.1 Reconciliation of number and amount of Shares

(` in million)

Particulars As at March 31, 2012 As at March 31, 2011 As at March 31, 2010 As at March 31, 2009 As at March 31, 2008

Number of

Shares

Amount Number of

Shares

Amount Number of

Shares

Amount Number of

Shares

Amount Number of

Shares

Amount

Authorised

Equity Shares of 10/- each

Balance as at the beginning of the

year

2,50,000,000 2,500.00 250,000,000 2,500.00 250,000,000 2,500.00 150,000,000 1,500.00 90,000,000

900.00

Additions - - - - - - - - - -

Increased in Authorised

Capital(refer note 3.1(d) & (e))

-

-

-

-

-

-

100,000,000 1,000.00 60,000,000 600.00

Reclassified into Non-Convertible

Cumulative Redeemable Preference

Shares of ` 10/- each

12,500,000 125.00

-

-

-

-

-

-

-

-

Reclassified into Compulsorily

Convertible Preference Shares of `

10/- each

46,666,600 466.67

-

-

-

-

-

-

-

-

Balance as at the end of the year

(A)

190,833,400 1,908.33 250,000,000 2,500.00 250,000,000 2,500.00 250,000,000 2,500.00 150,000,000 1,500.00

Non Convertible Cumulative

Redeemable Preference Shares of `

10/- each

Balance as at the beginning of year

-

-

-

-

-

-

-

-

- -

Reclassified from Equity Shares of

` 10/- each

12,500,000 125.00

-

-

-

-

-

-

- -


(B)

12,500,000 125.00

-

-

-

-

-

-

- -




year

-

-

-

-

-

-

-

-

- -

Reclassified from Equity Shares of

` 10/- each

46,666,600 466.67

-

-

-

-

-

-

- -


( C)

46,666,600 466.67

-

-

-

-

-

-

- -


F-12

(` in million)


Number of

Shares

Amount Number of

Shares

Amount Number of

Shares

Amount Number of

Shares

Amount Number of

Shares

Amount


(A+B+C)

250,000,000 2,500.00 250,000,000 2,500.00 250,000,000 2,500.00 250,000,000 2,500.00 150,000,000 1,500.00

Issued, Subscribed & Fully paid

up

Equity Shares of ` 10/- each


year

173,322,137 1,733.22 170,322,137 1,703.22 119,907,137 1,199.07 119,907,137 1,199.07 87,500,000 875.00

Add: Shares issued during the year

(refer note 3.1 (a)(i), (b), ( c ), (e))

50 0.00 3,000,000 30.00 50,415,000 504.15

-

-

32,407,137 324.07


(A)

173,322,187 1,733.22 173,322,137 1,733.22 170,322,137 1,703.22 119,907,137 1,199.07 119,907,137 1,199.07

1% Non Convertible Cumulative

Redeemable Preference Shares of `

10/- each


year

-

-

-

-

-

-

-

-

-

-


(refer note 3.1 (a)(ii))

12,500,000 125.00

-

-

-

-

-

-

-

-

Less: Redemption of Preference

shares

1,250,000 12.50

-

-

-

-

-

-

-

-


(B)

11,250,000 112.50

-

-

-

-

-

-

-

-

0.01% Compulsorily Convertible

preference shares of ` 10/- each


year

-

-

-

-

-

-

-

-

-

-


(refer note 3.1 (a)(iii) and

3.1(a)(iv))

46,666,600 466.67

-

-

-

-

-

-

-

-


(C )

46,666,600 466.67

-

-

-

-

-

-

-

-


(A+B+C)

231,238,787 2,312.39 173,322,137 1,733.22 170,322,137 1,703.22 119,907,137 1,199.07 119,907,137 1,199.07


F-13

Notes: Ann

3.1 (a) For Financial year 2011-12:

(i) The company has issued and allotted 30 equity Shares of ` 10 each at a premium of ` 90 each, aggregating ` 0.003 million

to Avigo PE Investments Limited, a company registered under Law of Mauritius, on December 28, 2011 and 20 equity

Shares of ` 10 each at a premium of ` 90 each, aggregating ` 0.002 million to NYLIM Jacob Ballas India Fund III LLC, a

company registered under Law of Mauritius, on January 27, 2012.

(ii) Issued and allotted 12,500,000 1% Non-Convertible Cumulative Redeemable Preference Shares of ` 10 each at a premium

of ` 90 each, aggregating ` 1,250.00 million to ICICI Bank Limited on August 9, 2011. These shares shall be redeemed in

20 instalments starting from December 30, 2011 and ending on September 30, 2016 by paying the applicable redemption

amount and redemption premium as per the terms of issue. Share Issue expenses incurred for aforesaid shares of ` 50.34

million has been adjusted with securities premium in accordance with provisions of section 78 of the Companies Act, 1956.

During the year the Company has redeemed 1,250,000 shares along with redemption premium in accordance with the terms

of issue, out of proceeds of fresh issue of preference share capital, therefore the Company has not transfered any amount to

Capital Redemption Reserve in accordance with the provisions of section 80 of the Companies Act, 1956. The premium

paid and payable on redemption would be adjusted with securities premium in accordance with provisions of section 80 of

the Companies Act, 1956.

(iii) Issued and allotted 19,999,960Series A 0.01% Compulsorily Convertible Preference Shares (CCPS)of ` 10 each at a

premium of ` 65 each, aggregating ` 1,499.99 million to Avigo PE Investments Limited on December 28, 2011. Share

Issue expenses incurred for aforesaid shares of ` 5.45 million has been adjusted with securities premium in accordance

with provisions of section 78 of the Companies Act, 1956.

(iv) Issued and allotted 26,666,640 Series B 0.01% Compulsorily Convertible Preference Shares (CCPS) of ` 10 each at a

premium of ` 65 per share, aggregating to ` 1,999.99 million to NYLIM Jacob Ballas India Fund III LLC on January 27,

2012. Share Issue expenses incurred for aforesaid shares of ` 3.99 million has been adjusted with securities premium in

accordance with provisions of section 78 of the Companies Act, 1956.

(b ) For Financial year 2010-11

The company converted second tranche of 600,000 privately placed Compulsorily Convertible Debentures (CCDs) of `

1000/- each issued on June 23, 2008 aggregating ` 600.00 million by allotment of 3,000,000 fully paid equity shares of `10

each at a premium of ` 190 per share to Religare Enterprises Limited, the Holding Company.

(c ) For Financial year 2009-10

The company has converted compulsory convertible unsecured debentures amounting to ` 400.00 million into equity shares

issued to Religare Enterprise Limited, the Holding Company. These shares were issued at premium of ` 190 per share. The

company has also made preferential allotment of 48,415,000 equity shares at a premium of ` 190/- per share to Religare

Enterprise Limited, the holding company.

The company has issued 2,000,000 equity shares of ` 10/- each at a premium of ` 190/- per share to Religare Enterprises Ltd

Holding company on 23 Jul -2009

(d) For Financial year 2008-09

During the year, the Company has increased its Authorised Share Capital from ` 1,500.00 million divided into 150,000,000

Equity Shares of ` 10 each to ` 2,500.00 million divided into 250,000,000 Equity Shares of ` 10 each.

(e) For Financial year 2007-08

During the year, the Company has increased its Authorised Share Capital from ` 900.00 million into 90,000,000 Equity

Shares of ` 10 each to ` 1500.00 million divided into 150,000,000 Equity Shares of ` 10 each.

During the year, the Company has issued and allotted 32,407,137 equity shares of ` 10 each at a premium of ` 40 per equity

share for cash to the Holding Company, Religare Enterprises Limited.

3.2 The rights, preferences and restrictions attaching to equity shares and the repayment of capital is as under:

The Company has only one class of equity shares having a par value of ` 10 per share. Each shareholder is entitled to one vote

per share. The company declares and pays dividend in Indian Rupee. The dividend proposed by the Board of the Directors is

subject to the approval of the shareholders in the ensuing Annual General Meeting except in case of Interim Dividend. In the

event of the liquidation of the Company, the holder of the 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 of the number of the equity

shares held by the equity share holders.


F-14

3.3 The rights, preferences and restrictions attaching to preference shares including restriction on the distribution of

dividend and the repayment of capital is as under:

The company has two classes of Preference Shares:

1% Non Convertible Cumulative Redeemable Preference Shares (NCPS)

1% Non-Convertible Cumulative Redeemable Preference Shares (NCPS): The face value of each share is ` 10.The shares shall

have same voting rights applicable to the preference shares under the Companies Act, 1956. Each preference share entitles the

holder a right to recieve, in priority to Equity shareholder, preference dividend on cumulative basis at a fixed rate of 1% per

financial year , to be paid out of the profits available for distribution and resolved to be distributed on or before the dates as per

the terms of issue. In the event of liquidation of the Company, the holder is entitled to receive in priority to all equity shares,

amount equal to the total of paid up capital plus the redemption premium and unpaid dividend as per the terms of issue.

0.01% Compulsorilty Convertible Preference Shares(CCPS):

Series A: The face value of each share is ` 10.The shareholders shall have same voting rights applicable to the preference

shares under the Companies Act, 1956. Each preference share entitles the holder a right to receive, in priority to Equity

shareholder, preference dividend on cumulative basis at a fixed rate of 0.01% per financial year as per the terms of issue.

3.4 Shares held by Holding Company

(` in million)


2012 2011 2010 2009 2008

173,322,137 Shares

(March 2011: 173,322,137 shares,

March 2010: 170,322,137 shares,

March 2009: 119,907,137 shares,

March 2008:119,907,137 shares

held by Religare Enterprises Limited and its

nominees)

1,733.22 1,733.22 1,703.22 1,199.07 1,199.07

Total 1,733.22 1,733.22 1,703.22 1,199.07 1,199.07


F-15

3.5 Details of shares held by the shareholders holding more than 5% of the aggregate shares in the Company

Name of

Shareholder

As at

March 31, 2012

As at

March 31, 2011

As at

March 31, 2010

As at

March 31, 2009

As at

March 31, 2008

No. of Shares

held

% of

Holding

No. of Shares

held

% of

Holding

No. of

Shares held

% of

Holding

No. of Shares

held

% of

Holding

No. of

Shares held

% of

Holding

a. Equity Shares

Religare Enterprise

Limited & its

Nominees (refer

note 3.1(a)

173,322,137 99.99% 173,322,137 100% 170,322,137 100% 119,907,137 100% 119,907,137 100%

b. Preference Shares

ICICI Bank Ltd (1%

Non-convertible

cumulative

Redeemable

Preference Shares)

11,250,000

100%

-

-

-

-

-

-

-

-

Avigo PE

Investments

Limited(0.01%

Compulsorily

Convertible

Preference Shares)-

Series A

19,999,960

100%

-

-

-

-

-

-

-

-

NYLIM Jacob

Ballas India Fund II

LLC (0.01%

Compulsorily

Convertible

Preference Shares)-

Series B

26,666,640

100%

-

-

-

-

-

-

-

-


F-16

3.6 The particulars of shares reserved for issue under options

Refer Note 36 (f) for details of shares to be issued under the Employee Stock Option Plan.

3.7 The terms of securities(preference shares/debentures) convertible into equity share are as under:

For Financial Year 2011-12

(a) 10.90% Secured Compulsorily Convertible Debentures(CCDS):

These debentures shall be converted into Equity shares at a fair value which is determined by an independent Chartered

Accountant or a Category-I Merchant Banker on the Conversion Date i.e. May 30, 2016.The Equity shares issued consequent

upon conversion of the CCDS shall rank pari-passu in all respects with then existing fully paid up Equity shares of the

Company. The CCDS doesn't have an option of Call or Put.(Refer note 5.1 (I)(iii))

(b) 0.01%Compulsorily Convertible Preference Shares (CCPS)

Series A:

Conversions shall happen:

(i) only after approval of the audited financial statement for the F.Y. 2013 (lock in period), and at any time after the lock in

period upon written notice by the Allottee requiring the Company to convert the Subscription Shares into Equity Shares,

provided however, that notwithstanding anything to the contrary, the Subscription Shares shall automatically convert into

equity shares upon the expiry of the 7th anniversary of the closing date (Mandatory Conversion Date) or

(ii) Automatically, at any time prior to the mandatory conversion date, immediately prior to the occurrence of a QIPO whether

or not the lock in period has expired.

Series B:

Conversions shall happen:

(i) only after approval of the audited financial statements for the F.Y 2013 by the Board (Compulsorily Holding Period) and at

any time after the Compulsorily Holding Period upon written notice by the Investor requiring the Company to convert the

CCPS into Equity Shares, provided however that notwithstanding anything to the contrary, the CCPS shall automatically

convert into Equity Shares upon the expiry of the 7th Anniversary of the Closing date (mandatory conversion date) or

(ii) Automatically, at any time prior to the mandatory conversion date, immediately prior to the occurrence of a QIPO whether

or not the Compulsorily Holding Period has expired.

For Financial Year 2009-10 and 2008-09

(c) 9.50% Compulsorily Convertible Debentures (CCDs)

These debentures shall be converted into Equity shares at a value derived in accordance with the Subscription Agreement on

the conversion date. The Equity shares issued consequent upon conversion of the CCDS shall rank pari-passu in all respects

with then existing fully paid up Equity shares of the Company.

3.8 There are no shares bought back by the company during the period of 5 years immediately preceding the balance sheet date.

4 Reserves and Surplus

(` in million)

Particulars As at

March 31,

2012

As at

March 31,

2011

As at

March 31,

2010

As at

March 31,

2009

As at

March 31,

2008

a. Securities Premium Account


year

12,070.14

11,500.14

1,921.29

1,921.29

625.00

Add : Securities premium credited on

issue of Equity Shares (refer note

3.1(a)(i)), (b),( c ), (d) & (e))

0.00

570.00

9,578.85

-

1,296.29

Add : Securities premium credited on

issue of Preference Shares (refer note

3.1 (a)(ii),(iii)&(iv))

4,158.33

-

-

-

-

Less : Premium Utilised for various

reasons

- - - -


F-17

Particulars As at

March 31,

2012

As at

March 31,

2011

As at

March 31,

2010

As at

March 31,

2009

As at

March 31,

2008

Expenses related to Preference Share

issue

59.78

-

-

-

-

(Refer Note 3.1 (a)(ii),(iii)&(iv))

Premium on redemption of

Preference Shares

208.17

-

-

-

-

(Refer Note 3.1 (a)(ii))


15,960.52

12,070.14

11,500.14

1,921.29

1,921.29

b. Debenture Redemption Reserve

(refer note 4.1)


year

-

-

-

-

-

Add: Transferred from Surplus in

Statement of Profit and Loss during

the year)

827.97

-

-

-

-


827.97

-

-

-

-

c. General Reserve


year

270.70

213.31

110.49

64.45

28.75



the year)

110.26

57.39

102.82

46.04

35.70


380.96

270.70

213.31

110.49

64.45

d. Statutory Reserve Fund (Refer

Note 4.2)

Balance as at the beginning of the year 656.18 426.63 220.99 128.91 57.51



the year(Refer note 4.2)

275.65

229.55

205.64

92.08

71.40


931.83

656.18

426.63

220.99

128.91

e. Surplus

Balance as at the beginning of the year 1,371.09 813.45 542.05 219.78 98.87

Add: Net Profit For the current year 1,378.23 1,147.75 1,028.22 460.39 357.01

Amount available for appropriation 2,749.32 1,961.20 1,570.27 680.17 455.88

Less: Interim Dividends - (259.98) (383.23) - (62.09)

Less: Proposed Final Dividend on

Equity Shares

(953.27) - - - (48.17)

Less: Proposed Final Dividend on

Preference Shares

(29.39) - - - -

Less: Dividend on Preference Shares (1.19) - - - -

Less: Corporate Dividend Tax (159.61) (43.19) (65.13) - (18.74)

Less: Transfer to General Reserve (110.26) (57.39) (102.82) (46.04) (35.70)

Less: Transfer to Statutory Reserves

fund (Refer note 4.2)

(275.65) (229.55) (205.64) (92.08) (71.40)

Less: Transfer to Debenture

Redemption Reserve

(827.97)

-

-

-

-


391.98

1,371.09

813.45

542.05

219.78

Total 18,493.26 14,368.11 12,953.53 2,794.82 2,334.43


F-18

4.1

In view of the Public Issue of Non-Convertible Debentures (NCDs) aggregating ` 7,538.05 million made by the Company in

September 2011 and in terms of the provisions of Section 117 C of the Companies Act, 1956 read with General Circular

no.9/2002 dated April 18, 2002 issued by the Ministry of Corporate Affairs, the Company has transferred ` 827.97 million

out of the Profit After Tax after the transfer to Special Reserve to Debenture Redemption Reserve. Debenture Redemption

reserve(DRR) would be provided according to the requirement for redemption of Option-I and Option-II, DRR would first be

provided for redemption of Option-II, due for redemption on September 23, 2014. After redemption of Option-II , DRR

provided for Option-II would be considered for redemption of Option-I.

(` in million)

4.2 Particular For the year ended March 31,

2012 2011 2010 2009 2008

Transfer to Statutory Reserve Fund,

In accordance with the provisions of

section 45-IC of the RBI Act, 1934, at

the rate of 20% of profit after tax.

275.65

229.55

205.64

92.08

71.40

5 Long Term Borrowings

(` in million)


2012 2011 2010 2009 2008

Secured Loans

Debentures (Refer Note 5.1)

10,551.05

4,643.00

3,840.00

-

-

Term loans -from banks

(Refer note 5.2)

38,281.42

28,522.31

4,075.00

-

-

Sub Total

48,832.47

33,165.31

7,915.00

-

-

Unsecured Loans

Debentures (Refer Note 5.1)

3,528.00

800.00

-

600.00

-

Term loans -from banks

(Refer note 5.2)

1,250.00

-

-

-

-

Sub Total

4,778.00

800.00

-

600.00

-

Grand Total

53,610.47

33,965.31

7,915.00

600.00

-


F-19

The requisite particulars of Long term borrowings in respect of Secured Borrowings & Unsecured Borrowings are as under:

5.1 Schedule of Debentures

(` in million)


I. Secured Total Current

Maturity

Non-

Current

Maturity

Total Current

Maturity

Non-

Current

Maturity

Total Current

Maturity

Non-

Current

Maturity

Total Current

Maturity

Non-

Current

Maturity

Total Current

Maturity

Non-

Current

Maturity

Redeemable

Non -

Convertible

Debentures

(i) Privately

placed

6,426.48

4,913.48

1,513.00

9,813.00

5,170.00

4,643.00

3,840.00

-

3,840.00

-

-

-

-

-

-

(ii) Publicly

placed

7,538.05

-

7,538.05

-

-

-

-

-

-

-

-

-

-

-

-

(iii)Compulsoril

y

Convertible

Debentures

1,500.00

-

1,500.00

-

-

-

-

-

-

-

-

-

-

-

-

Total (I)

15,464.53

4,913.48

10,551.05

9,813.00

5,170.00

4,643.00

3,840.00

-

3,840.00

-

-

-

-

-

-

II. Unsecured

(i) Privately

placed

Redeemable Non

- Convertible

Debentures

3,528.00

-

3,528.00

800.00

-

800.00

-

-

-

-

-

-

-

-

-

(ii)Compulsory

Convertible

debentures

-

-

-

-

-

-

-

600.00

-

1,000.00

400.00

600.00

-

-

-

Total (II)

3,528.00

-

3,528.00

800.00

-

800.00

-

600.00

-

1,000.00

400.00

600.00

-

-

-

Grand Total

(I+II)

18,992.53

4,913.48

14,079.05

10,613.00

5,170.00

5,443.00

3,840.00

600.00

3,840.00

1,000.00

400.00

600.00

-

-

-


F-20

Additional particulars of debentures in descending order of maturity as per sub-clause (iv) of clause C of Part I of Schedule VI to the Companies Act, 1956

I. Secured Debentures

(i) Details of Privately Placed Secured Redeemable Non-Convertible Debentures (NCD's) outstanding as on March 31 which are secured by Pari Pasu mortgage over the Company‟s immovable

property situated at plot no.37, survey no. 35 of MoujeIrana, Kadi Taluka, Distt. Mehsana (Gujarat) and first and exclusive charge/ first Pari Passu charge over companies account receivables:

(` in million)

S. No. Coupon

Rate

As at

March 31, 2012

As at

March 31, 2011

As at

March 31, 2010

As at

March 31, 2009

As at

March 31, 2008

Date of

Allotment

Earliest

Redemption

Due Date

Actual

Redemption

Date

1 13.70% 2.00

-

-

-

-

8-Feb-12 8-Feb-17 Redemption due

on 08-02-2017

2 10.50% 521.20 521.20

-

-

-

30-Sep-10 30-Sep-15 Redemption due

on 30-09-2015

3 10.50% 390.90 390.90

-

-

-

30-Sep-10 30-Mar-15 Redemption due

on 30-03-2015

4 11.75% 1.00

-

-

-

-


on 08-02-2015

5 12.25% 7.00

-

-

-

-


on 08-02-2015

6 10.50% 390.90 390.90

-

-

-


on 30-09-2014

7 11.40% 1,000.00

-

-

-

-

26-Sep-11 26-Dec-13 Redemption due

on 26-12-

2013(**)

8 10.00% 200.00 200.00

-

-

-


on 30-09-2013

9 9.10% 670.00 670.00 670.00

-

-

17-Nov-09 17-Nov-12 Redemption due

on 17-11-2012

(*)


F-21

(i) Details of Privately Placed Secured Redeemable Non Convertible Debentures (NCD's) outstanding as on March 31, Continued (` in million)

S. No. Coupon

Rate

As at

March 31, 2012

As at

March 31, 2011

As at

March 31, 2010

As at

March 31, 2009

As at

March 31, 2008

Date of

Allotment

Earliest

Redemption

Due Date

Actual

Redemption

Date

10 11.00% 230.00

-

-

-

-

15-Jul-11 15-Aug-12 Redemption due

on 15-08-2012

11 11.75% 260.00 260.00

-

-

-

18-Mar-11 2-Jul-12 Redemption due

on 02-07-2012

12 12.00% 250.00 250.00

-

-

-

31-Mar-11 15-Jun-12 Redemption due

on 15-06-2012

13 11.75% 200.00 200.00

-

-

-

18-Mar-11 6-Jun-12 Redemption due

on 06-06-2012

14 11.75% 700.00 700.00

-

-

-

18-Mar-11 18-May-12 Redemption due

on 18-05-2012

15 11.00% 543.48

-

-

-

-

13-Apr-11 15-May-12 Redemption due

on 15-05-2012

16 11.75% 330.00 330.00

-

-

-

18-Mar-11 15-May-12 Redemption due

on 15-05-2012

17 12.00% 230.00 230.00

-

-

-

31-Mar-11 27-Apr-12 Redemption due

on 27-04-2012

18 12.00% 500.00 500.00

-

-

-

31-Mar-11 23-Apr-12 Redemption due

on 23-04-2012

19 9.10%

-

670.00 670.00

-

-

17-Nov-09 17-Nov-11 Redemption due

on 17-11-2011

20 8.25%

-

1,250.00

-

-

-

8-Apr-10 9-Jun-11 Redemption due

on 09-06-2011

21 Mibor+900

with a cap

of 9.25% to

9.35%

-

2,500.00 2,500.00

-

-

14-Oct-09 14-Apr-11 Redeemed on

14-04-2011

22 8.15%

-

750.00

-

-

-

8-Apr-10 11-Apr-11 11-Apr-11

Total 6,426.48 9,813.00 3,840.00 - -

The above debentures are privately placed with Mutual Funds (AMCs), Pension funds, Provident Funds, Banks, Individuals and Corporates. As per Trust deed, Non-Convertible Debentures are

also secured by specific charge on immovable property of insignificant value.

(*) For the Financial Year 2010-11, the above Debentures of ` 1,340.00 million carrying interest rate of 9.10% were guaranteed by Religare Enterprise Limited, the Holding Company.

(**) For the Financial Year 2011-12, This is a Debenture with embedded Put - Call Option and the earliest date for exercising Option is June 25 2012. Hence these Debentures have been assumed to

have Current Maturity.


F-22

(ii) Details of Publicly Placed Secured Redeemable Non Convertible Debentures (NCDs) outstanding as on March 31, which are secured by pari pasu mortgage over the Company‟s immovable

property situated at plot no.37, survey no. 35 of Mouje Irana, Kadi Taluka, Distt. Mehsana (Gujarat) and first pari passu floating charge on the standard business receivables of the Company.

(` in million)

S. No. Coupon Rate As at

March 31, 2012

As at

March 31, 2011

As at

March 31, 2010

As at

March 31, 2009

As at

March 31, 2008

Date of

Allotment

Earliest

Redemption Due

Date

Actual

Redemption

Date

1 12.10% 225.80 - - - - 23-Sep-11 23-Sep-16 Redemption due

on 23-09-2016

2 12.25% 1,254.71 - - - - 23-Sep-11 23-Sep-16 Redemption due

on 23-09-2016


on 23-09-2016


on 23-09-2014


on 23-09-2014

6 12.25% 720.33 - - - - 23-Sep-11 23-Sep-14 Redemption due

on 23-09-2014

Total 7,538.05 - - - -

For Financial year 2011-12

(a) The Company filed Prospectus dated September 1, 2011 with Registrar of Companies, NCT of Delhi & Haryana and the Bombay Stock Exchange Limited for public issue of Secured

Redeemable Non-Convertible Debentures of face value of `1,000 each, (“NCDs”) aggregating upto ` 4,000.00 million with an option to retain over subscription upto ` 4,000.00 million for

issuance of additional NCDs aggregating to a total of upto `8,000.00 million on September 2, 2011 & September 5, 2011 respectively. The issue was oversubscribed and the Company

pursuant to the resolution dated September 12, 2011 passed by the Debenture Committee of the Board of Directors, had decided to pre-maturely close the Issue for subscription for all the

categories of applicants on September 13, 2011.The Company issued and allotted 7,538,049 NCDs aggregating ` 7538.05 million on September 23, 2011.

The Company obtained listing approval from the Bombay Stock Exchange Limited (BSE) vide its Notice No. 20110926/15 dated September 26, 2011.Issue expenses related to aforesaid

NCDs, estimated to ` 211.73 Million is considered for amortisation over the tenure of NCDs. The Company has amortised ` 33.43 Million of debenture issue expenses during the year.


F-23

(b) The entire proceeds from issue of NCDs, net of the Issue expenses, have been utilised towards the objects of the Issue.

The Particulars of the proceeds of NCDs and its utilization is as under :

Particulars (` in million)

Amount received out of issue of debentures 7,538.05

Less: A. Issue Related Expenses (68.15)

B. Repayment of existing loans

Commercial Papers (3,600.00)

Working Capital Loans (3,449.70)

C. Onward Lending - Asset Financing (420.20)

Balance as at March 31, 2012 -

(iii) During the period the Company issued and allotted 1500, 10.90% Secured Compulsorily Convertible Debentures ("CCDs") of face value of ` 1,000,000 each, aggregating upto `1,500.00 million to

Religare Enterprises Limited (the Holding Comapny) in one tranche vide Term Sheet & Subscription agreement dated May 30, 2011, Amendment letter dated August 12, 2011, Second Amendment

Agreement dated November 12, 2011 and Third Amendment Agreement dated January 17, 2012. These debentures are secured by Pari Pasu mortgage over the Company‟s immovable property situated at

plot no.37, survey no. 35 of Mouje Irana, Kadi Taluka, Distt. Mehsana (Gujarat) and first Pari Passu charge on the business receivables of the Company excluding Receivables hypothecated to

Banks.(Refer note 3.7(a))

(` in million)


March 31, 2012

As at

March 31, 2011

As at

March 31, 2010

As at

March 31, 2009

As at

March 31, 2008

Date of

Allotment

Earliest

Conversion

Due Date

Conversion Date

1 10.90% 1,500.00

-

- - - 30-May-11 30-May-16 Redemption due

on 30-05-2016

II. Unsecured Debentures

(i) Details of Privately Placed Unsecured Redeemable Non Convertible Debentures outstanding as on March 31: (` in million)


March 31, 2012

As at

March 31, 2011

As at

March 31, 2010

As at

March 31, 2009

As at

March 31, 2008

Date of

Allotment

Earliest

Redemption

Due Date

Actual

Redemption Date

1 12.75% 50.00

-

- - - 25-Oct-11 25-Jul-17 Redemption due

on 25-07-2017(*)

2 13.05% 339.00

-

- - - 22-Dec-11 22-Jun-17 Redemption due

on 22-06-2017(*)

3 12.75% 550.00 - - - - 30-Aug-11 30-May-17 Redemption due

on 30-05-2017(*)


F-24


March 31, 2012

As at

March 31, 2011

As at

March 31, 2010

As at

March 31, 2009

As at

March 31, 2008

Date of

Allotment

Earliest

Redemption

Due Date

Actual

Redemption Date

4 13.00% 336.00

-

- - - 30-Nov-11 30-May-17 Redemption due

on 30-05-2017(*)

5 13.05% 7.00

-

- - - 3-Feb-12 3-May-17 Redemption due

on 03-05-2017(*)

6 12.75% 1,175.00

-

- - - 2-Aug-11 2-May-17 Redemption due

on 02-05-2017(*)

7 12.75% 35.00

-

- - - 26-Jul-11 26-Apr-17 Redemption due

on 26-04-2017(*)

8 12.75% 236.00

-

- - - 30-Jun-11 30-Mar-17 Redemption due

on 30-03-2017(*)

9 12.50% 800.00 800.00 - - - 31-Mar-11 31-Aug-16 Redemption due

on 31-08-2016 (*)

Total 3,528.00 800.00 - - -

* These Debentures are Subordinate in nature and qualify for inclusion in Tier II capital fund for the computation of Captial to Risk Assets Ratio („CRAR‟).

(ii) Details of Compulsory Convertible Debentures outstanding as on :

(` in million)


March 31, 2012

As at

March 31, 2011

As at

March 31, 2010

As at

March 31, 2009

As at

March 31, 2008

Date of

Allotment

Earliest

Redemption

Due Date

Actual

Redemption Date

1 9.50%

-

- 600.00 600.00 - 23-Jun-08 23-Jul-10 Redemption due

on 23-07-2010

2 9.50%

-

- - 400.00 - 23-Jun-08 23-Jul-09 Redemption due

on 23-07-2009

Total

-

- 600.00 1,000.00 -


During the year, the Company has, as per the terms of the issue, converted second tranche of 600,000 (Previous Year 400,000) privately placed compulsorily convertible debentures (CCD's) of ` 1000/-

each issued on June 23, 2008, aggregating ` 600.00 Million (Previous Year ` 400.00 Million), by allotment of 3,000,000 fully paid equity shares of `10 each at a premium of ` 190 per share (Previous

year 2,000,000 fully paid up equity share of ` 10 each at a premium of ` 190 per share) to Religare Enterprises Limited, the Holding Company.


F-25


During the year, the Company has converted compulsory convertible unsecured debentures amounting to ` 400.00 Million into equity shares issued to Religare Enterprises Limited, the holding

company. These shares were issued at a premium of `190 per share. The Company has also made a preferential allotment of 48,415,000 equity shares at a premium of ` 190/- per share to Religare

Enterprises Limited, the holding company.


During the year, the company has issued compulsory fully convertible unsecured debentures for the value of ` 1,000 million on private placements. These debentures are convertible in two tranches, first

on or before 23rd July 2009 and second on or before 23rd July 2010. The holding company, Religare Enterprises Limited, has provided financial guarantee to the subsidiary for buying the above

debentures.

III. In respect of privately placed Non-Convertible Debentures (NCD), no Debenture Redemption Reserve (DRR) is required in terms of the clarification issued by Ministry of Law Justice and Company

Affairs by Circular No. 6/3/2001-CL.V dated April 18, 2002 as the Company is registered with Reserve Bank of India under Section 45-IA of the RBI (Amendment) Act, 1997.

IV. The debenture trust deed for the Non-Convertible Debentures issued by the Company provides for the option of re-issuance in the event of the Debenture(s) being bought back, or redeemed before

maturity in any circumstance whatsoever by the Company subject to the provisions of Section 121 of the Act for re-issuing such debentures either by re-issuing the same debenture(s) or by issuing other

debentures in their place. No redeemed Non-Convertible Debentures of the Company have been re-issued till date.

V. None of the above debentures have been guaranteed by directors.


F-26

5.2 Schedule of Term Loans from Banks

I. Secured Term Loans

(` in million)

Name of

Bank

As at March 31, 2012 As at March 31, 2011 As at March 31, 2010 Terms of Repayment

Total Current

Maturity

Non-Current

Maturity

Total Current

Maturity

Non-Current

Maturity

Total Current

Maturity

Non-Current

Maturity

Aandhra Bank Limited

1

1,000.00

-

1,000.00

-

-

-

-

-

-

One year moratorium from the

date of first disbursement and 16

equal quarterly installments

thereafter.

Axis Bank Limited

1

2,000.00

-

2,000.00

2,000.00

-

2,000.00

-

-

-

4 equal quarterly installments at

the end of 27th month, 30th

month, 33rd month and 36th

month from the date of 1st

disbursement.

2

2,610.00

480.00

2,130.00

3,000.00

666.70

2,333.30

-

-

-

Repaid over a period of 20

quarters (including 2 quarter

moratorium) from the date of 1st

disbursement as per schedule in

loan agreement.

3

500.00

500.00

-

1,000.00

500.00

500.00

1,500.00

500.00

1,000.00

12 equal quarterly installments

after a moratorium of 3 months

from date of loan.

Bank of India Limited

1

896.00

249.60

646.40

1,000.00

83.20

916.80

-

-

-

48 monthly installments

commencing after a moratorium

period of 1 year from date of

disbursement.

2

2,000.00

-

2,000.00

-

-

-

Bullet at the end of 2 years.

Bank Of Maharashtra

1

468.74

125.00

343.74

500.00

31.30

468.70

-

-

-


after intimal moratorium period

of 12 months.


F-27

Name of

Bank


Total Current

Maturity

Non Current

Maturity

Total Current

Maturity

Non Current

Maturity

Total Current

Maturity

Non Current

Maturity

Canara Bank Limited

1

2,233.09

287.50

1,945.59

2,437.50

181.20

2,256.30

-

-

-

48 monthly unequal

installments after a moratorium

of 1 month from the date of 1st

disbursement.

2

993.83

60.00

933.83

-

-

-

-

-

-

48 monthly unequal

installments after a moratorium

of 1 month from the date of 1st

disbursement.

Cantral Bank of India Limited

1

1,979.35

1,250.00

729.35

2,500.00

520.80

1,979.20

-

-

-

24 monthly installments after a

moratorium of 1 year.

2

2,999.99

-

2,999.99

-

-

-

-

-

-

16 quarterly installments after a

moratorium of 12 months to

commence from April 2013 &

ending in January 2017.

Corporation Bank Limited

1

2,374.98

500.00

1,874.98

2,500.00

125.00

2,375.00

-

-

-

20 quarterly installments of

`12.50 crore each, with intial

repayment holiday of 1 year.

The first installment shall

commence from March 31,

2012.

Dena Bank

1.

750.00

107.25

642.75

-

-

-

-

-

-


moratorium of 6 months from

date of disbursement.

2

250.00

35.75

214.25

-

-

-

-

-

-


moratorium of 6 months from

date of disbursement.

Deutsche Bank Limited

1

1,000.00

1,000.00

-

1,000.00

-

1,000.00

-

-

-

Bullet repayment after 2 years.


F-28

Name of

Bank


Total Current

Maturity

Non Current

Maturity

Total Current

Maturity

Non Current

Maturity

Total Current

Maturity

Non Current

Maturity

Federal Bank Limited

1

240.00

120.00

120.00

920.00

328.90

591.10

-

-

-

30 equal monthly installments

of ` 10,000,000 each.

2

591.11

506.67

84.44

-

-

-

-

-

-

First 12 monthly installments

of INR 2 Crore each & thereafter

18 monthly installment of INR

4.22 Crores each.

HDFC Bank Limited

1

122.22

122.22

-

255.56

133.40

122.16

380.00

133.33

246.67


from the date of disbursement.

2

30.56

30.56

-

63.89

33.70

30.19

95.00

33.33

61.67


from the date of disbursement.

3

125.00

125.00

-

375.00

250.00

125.00

-

-

-

24 equated monthly installments

after 1 month from the date of

disbursement.

4

125.00

125.00

-

375.00

250.00

125.00

-

-

-


after 1 month from the date of

disbursement.

5

832.33

333.33

500.00

-

-

-

-

-

-

12 equated quarterly

installments

IDBI Bank Limited

1

3,000.00

750.00

2,250.00

-

-

-

-

-

-


after a moratorium of 6 months.

2

1,000.00

333.33

666.67

1,000.00

-

1,000.00

-

-

-

3 equal annual installments with

first installment payable at the

end of 24 months from the date

of first disbursement.

3

500.00

166.67

333.33

500.00

-

500.00

-

-

-

3 equal annual installments with

first installment payable at the

end of 24 months from the date

of first disbursement.

4

833.33

416.67

416.67

1,250.00

416.67

833.33

-

-

-


after 9 months from the date of

1st disbursement.


F-29

Name of

Bank


Total Current

Maturity

Non-Current

Maturity

Total Current

Maturity

Non-Current

Maturity

Total Current

Maturity

Non-Current

Maturity

5

1,250.00

500.00

750.00

1,500.00

250.00

1,250.00

-

-

-



1st disbursement.

Indusind Bank Limited

1

375.00

250.00

125.00

500.00

125.00

375.00

-

-

-

8 Equal Quarterly installments


disbursement.

Oriental Bank of Commerce

1

895.79

250.00

645.79

1,000.00

83.30

916.70

-

-

-

In 48 equal monthly installments.

2

2,499.90

520.83

1,979.07

-

-

-

-

-

-


after a moratorium of 12 months.

Punjab & Sind Bank Limited

1

1,153.88

461.54

692.34

1,500.00

115.00

1,385.00

-

-

-

13 Equal Quarterly installments

after 1 year from the date of first

disbursement.

Punjab National Bank Limited

1

1,399.94

350.00

1,049.94

1,400.00

-

1,400.00

-

-

-

16 quarterly installments (After

12 months initial moratorium)

2

1,099.95

275.00

824.95

1,100.00

-

1,100.00

-

-

-



3

2,499.91

468.75

2,031.16

-

-

-

-

-

-



SIDBI

1

500.00

50.00

450.00

-

-

-

-

-

-


moratorium of 6 months.

Syndicate Bank Limited

1

750.00

750.00

-

1,500.00

750.00

750.00

1,500.00

-

1,500.00


after a moratorium of 12

months(*)

2

1,406.25

375.00

1,031.25

1,500.00

93.80

1,406.20

-

-

-

16 quarterly installments with a



F-30

Name of

Bank


Total Current

Maturity

Non-Current

Maturity

Total Current

Maturity

Non-Current

Maturity

Total Current

Maturity

Non-Current

Maturity

3

2,000.00

-

2,000.00

-

-

-

-

-

-



UCO Bank Limited

1

899.68

-

899.68

-

-

-

-

-

-

3 equal annual installments after

a moratorium of 1 year.

2

99.96

-

99.96

-

-

-

-

-

-

3 equal annual installments after

a moratorium of 1 year.

Union Bank of India Limited

1

1,246.55

1,246.55

-

1,750.00

500.00

1,250.00

-

-

-

16 quarterly installments after 3

months from the date of full

disbursement.

2

810.44

250.00

560.44

-

-

-

-

-

-

16 quarterly installments.

Repayment to start after 3

months from the date of full

disbursement.

3

810.44

250.00

560.44

-

-

-

-

-

-

United Bank of India Limited

1

1,999.95

-

1,999.95

-

-

-

-

-

-

8 equal half yearly installments

after a moratorium of 1 year

Vijaya Bank Limited

1

749.48

-

749.48

-

-

-

-

-

-

Bullet repayment at the end of 3

years from the date of first

disbursement.

Yes Bank Limited

1

200.00

200.00

-

600.00

400.00

200.00

1,000.00

400.00

600.00


after a moratorium period of 6

months from the date of

disbursement.

2

333.33

333.33

-

666.67

333.33

333.33

1,000.00

333.34

666.66


from the date of first

disbursement

3

500.00

500.00

-

500.00

-

500.00

-

-

-


moratorium of 18 months


F-31

Name of

Bank


Total Current

Maturity

Non-Current

Maturity

Total Current

Maturity

Non-Current

Maturity

Total Current

Maturity

Non-Current

Maturity

4

500.00

500.00

-

500.00

-

500.00

-

-

-


moratorium of 18 months

Total

53,436.97

15,155.55

38,281.42

34,693.61

6,171.30

28,522.31

5,475.00

1,400.00

4,075.00

Security Terms


All the above Term loans from Banks are secured against “ Floating First charge on pari-passu basis on all the present and future Business receivables of the company”

(*) The term loan taken from Syndicate Bank of ` 1,500.00 million was guaranteed by Religare Enterprise Limited the "Holding Company".

The pricing of the Loans availed by the Company from Banks are at the rate of respective Bank‟s Base Rate Plus a margin Ranging from 0.00 % to 3.00 %”

For the Financial year 2009-10

Secured against non-capital market loan receivables

For the Financial year 2008-09 and 2007-08

The company does not have any secured term loans outstanding as on March 31, 2009 and March 31, 2008.

II. Unsecured Term Loans

Name of

Bank


Total Current

Maturity

Non-Current

Maturity

Total Current

Maturity

Non-Current

Maturity

Total Current

Maturity

Non-Current

Maturity

ICICI Bank Limited

1

1,250.00

-

1,250.00

-

-

-

-

-

-

Bullet repayment at the end of 5

years 9 months from each draw

down

III. None of the above term loans from Banks have been guaranteed by directors. There is no default as on the Balance Sheet date in repayment of loans & interest.


F-32

6 Other Long Term Liabilities

(` in million)

Particulars As at

March 31,

2012

As at

March 31,

2011

As at

March 31,

2010

As at

March 31,

2009

As at

March 31,

2008

(a) Others Liabilities

-Income Received in advance 7.68 18.94 - - -

-Others 11.38 7.13 3.12 2.81 -

Total 19.06 26.07 3.12 2.81 -

7 Long Term Provisions

(` in million)

Particulars As at

March 31,

2012

As at

March 31,

2011

As at

March 31,

2010

As at

March 31,

2009

As at

March 31,

2008

(a) Provision for employee benefits

Gratuity (unfunded) - 0.01 15.08 6.22 2.11

Leave Encashment (unfunded) 10.68 15.47 - - -

(b) Others (Specify nature)

-Diminution in value of long term Investment 64.87 29.78 2.00 - -

(b) As per NBFC Guidelines Provisions

(Refer Note 11.1)

559.28 298.78 65.53 - -

Total 634.83 344.04 82.61 6.22 2.11

8 Short Term Borrowings

(` in million)

Particulars

As at

March 31,

2012

As at

March 31,

2011

As at

March 31,

2010

As at

March 31,

2009

As at

March 31,

2008

Secured Loans

Loan repayable on demand from banks

(refer note 8.1)

20,479.38 7,750.00 2.10 395.03 -

Repo loans (refer note 8.2) 868.26 - - - -

Debentures (refer note 8.3) 2,000.00 - 660.00 - -

Loans & Advances from Other Parties

(refer note 8.4)

- - - - 1,075.00

Sub Total 23,347.64 7,750.00 662.10 395.03 1,075.00

Unsecured Loans

Loan repayable on demand from banks

(refer note 8.5)

1,200.00 - - - -

Loan repayable on demand from other parties

(refer note 8.6)

- 4.24 - - -

Loans and advances from Related parties

(refer note 8.7)

1,120.00 3,116.50 216.10 1,354.50 867.50

Debentures (refer note 8.8) - - 5,570.00 1,750.00 14,000.00

Commercial Papers (refer note 8.10) 24,925.14 33,902.81 26,432.77 1,844.71 995.00

Loans & Advances from Other Parties

(Refer note 8.9)

- - - 1,110.00 -

Sub Total 27,245.14 37,023.55 32,218.87 6,059.21 15,862.50

Grand Total 50,592.78 44,773.55 32,880.97 6,454.24 16,937.50

Refer mapping Chart


F-33

Requisite particulars of Short term Secured and Unsecured borrowings

8.1 Loans Repayable on Demand from Banks –Secured

(` in million)

Name of Bank As at

March 31, 2012

As at

March 31, 2011

As at

March 31, 2010

As at

March 31, 2009

As at

March 31, 2008

Axis Bank Limited. 230.49 - - 328.93 -

Bank Of India

Limited.

- 500.00 - - -

- 1,500.00 - - -

Central Bank Of

India Limited

- 2,000.00 - - -

2,498.74 - - - -

999.99 - - - -

Citi Bank N A

(refer note c)

- 1,000.00 - - -

1,038.08 - - - -

1,040.16 - - - -

Citi Corp Finance

(India) Limited.

- 1,000.00 - - -

850.00 - - - -

250.00 - - - -

DBS Bank Limited. 150.00 - - - -

150.00 - - - -

150.00 - - - -

150.00 - - - -

1,600.00 - - - -

150.00 - - - -

150.00 - - - -

HDFC Bank Limited. - - 2.10 66.10 -

ICICI Bank Limited. 250.08 - - - -

Indusind Bank

Limited.

- 500.00 - - -

IDBI Bank Limited. 1,748.33 - - - -

1,500.00 - - - -

1,500.00 - - - -

Punjab National

Bank Limited.

- 1,250.00 - - -

1,249.61 - - - -

1,249.96 - - - -

Union Bank of India

Limited.

2,993.30 - - - -

Yes Bank Limited. 80.64 - - - -

500.00 - - - -

Total 20,479.38 7,750.00 2.10 395.03 -

Security Terms

For Financial year 2011-12 and 2010-11

(a) All the above Working Capital Demand Loan from Banks are secured against “Floating First charge on paripassu basis on all

the present and future Business receivables of the company”, other loans are secured by pledge of shares.

(b) The pricing of the Loans availed by the Company from Banks are at the rate of respective Bank‟s Base Rate Plus a margin

Ranging from 0.00 % to 3.00 %.

(c) Loans from Citi Bank N A are taken in foreign Currency.


Secured against hypothecation of receivables and FDRs

8.2 In accordance with the RBI guidelines under reference RBI/2009-2010/356 IDMD/4135/11.08.43/2009-10 dated March 23,

2010, effective April 1, 2010 Repo/Reverse Repo transactions in government securities and corporate debt securities are

reflected as borrowing and lending transactions respectively. These transactions were hitherto recorded under investments as

sales and purchases


F-34

8.3 Details of Privately Placed Secured Redeemable Non-Convertible Debentures

Details of Privately Placed Secured Redeemable Non-Convertible Debentures outstanding as on 31 March which are secured

by pari passu mortgage over the company‟s immovable property situated at plot no. 35 of Mouja Irana, kadi Taluka, Distt.

Mehsana (Gujrat) and first & exclusive charge over companies account receivables.

(` in million)

S.

No.

Coupon

Rate

As at

March 31,

2012

As at

March 31,

2011

As at

March 31,

2010

As at

March 31,

2009

As at

March 31,

2008

Date of

Allotment

Redemption

due Date

1 13.70% 2,000.00 - - - - 19-Mar-12 19-Jun-12

2 9.10% - - 660.00 - - 17-Nov-09 16-Nov-10

Total 2,000.00 - 660.00 - -

8.4 Loans & Advances from Other Parties

(` in million)

Name of Parties As at

March 31,

2012

As at

March 31,

2011

As at

March 31,

2010

As at

March 31,

2009

As at

March 31,

2008

DSP Merrill Lynch Cap Limited@ - - - - 375.00

CITI Corp Finance India Ltd.@ - - - - 700.00

Total - - - - 1075.00

@ Secured against pledge of securities from third parties.

8.5 Loans Repayable on Demand from Banks –Unsecured

(` in million)

Name of Bank As at

March 31,

2012

As at

March 31,

2011

As at

March 31,

2010

As at

March 31,

2009

As at

March 31,

2008

Standard Chartered Bank Limited 1,200.00 - - - -

8.6 Loans Repayable on Demand from Other Parties- Unsecured

(` in million)


March 31,

2012

As at

March 31,

2011

As at

March 31,

2010

As at

March 31,

2009

As at

March 31,

2008

Golden Diamond Estates Pvt.

Limited

- 4.24 - - -

8.7 Loans Repayable on Demand from Related Parties –Unsecured

(` in million)


March 31,

2012

As at

March 31,

2011

As at

March 31,

2010

As at

March 31,

2009

As at

March 31,

2008

Religare Health Insurance Limited 1,120.00 1,120.00 - - -

International Hospitals Limited - 746.50 - - -

- 1,250.00 - - -

Religare Infrafacilities Limited - - 216.10 - -

Religare General Insurance Co.Ltd - - - 4.50 -

RHC Holding Pvt Ltd - - - 1,350.00 -

Fortis Healthcare Ltd - - - - 867.50

Total 1,120.00 3,116.50 216.10 1,354.50 867.50


F-35

8.8 Details of Privately placed unsecured Redeemable Non-Convertible Debentures

(` in million)

S.

No.

Coupon Rate As on

31.03.2012

As on

31.03.2011

As on

31.03.2010

As on

31.03.2009

As on

31.03.2008

Date of

Allotment

Earliest

Redemption

Due Date

Actual

Redemption

1 Mibor + 700 BPS with 11.70% p.a.

as floor and 11.75% p.a. as cap.

- - - - 300.00 04-May-07 28-Apr-08 Redeemed on due

date

2 Mibor + 800 BPS with 12.10% p.a.

as floor and 12.15% p.a. as cap.

- - - - 250.00 09-May-07 07-May-08 Redeemed on due

date

3 11.00% p.a. - - - - 150.00 22-Jun-07 20-Jun-08 Redeemed on due

date

4 Mibor+ 800 BPS with 10.50% p.a. as

floor and 10.60% p.a. as cap.

- - - - 500.00 06-Jul-07 27-Jun-08 To be redeemed



- - - - 500.00 11-Jul-07 09-Jul-08 To be redeemed

6 10.40% p.a. - - - - 200.00 13-Jul-07 10-Apr-08 Redeemed on due

date



- - - - 500.00 18-Jul-07 16-Jul-08 To be redeemed

8 10.40% p.a. - - - - 150.00 26-Jul-07 24-Jul-08 To be redeemed

9 10.35 % p.a. - - - - 500.00 30-Jul-07 28-Jul-08 To be redeemed

10 10.95% p.a. - - - - 500.00 14-Sep-07 12-Sep-08 To be redeemed

11 10.75% p.a. - - - - 350.00 20-Sep-07 18-Sep-08 To be redeemed

12 Mibor (Overnight) + 800 BPS with

10.05% p.a. as floor and 10.10% p.a.

as cap.

- - - - 750.00 28-Sep-07 26-Sep-08 To be redeemed

13 Mibor(Overnight)+ 900 BPS with 9.20

% as Floor and 9.30 % Cap P.A.

- - - - 1,000.00 05-Nov-07 03-Nov-08 To be redeemed

14 10.25% p.a. - - - - 250.00 02-Jan-08 30-Jun-08 To be redeemed

15 10.25% p.a. - - - - 250.00 02-Jan-08 18-Jun-08 Redeemed on due

date

16 10.25% p.a. - - - - 250.00 03-Jan-08 17-Jun-08 Redeemed on due

date

17 10.25% p.a. -

- - - 250.00 03-Jan-08 01-Jul-08 To be redeemed


F-36

S.

No.

Coupon Rate As on

31.03.2012

As on

31.03.2011

As on

31.03.2010

As on

31.03.2009

As on

31.03.2008

Date of

Allotment

Earliest

Redemption

Due Date

Actual

Redemption

18 10.90% p.a. - - - - 150.00 03-Jan-08 29- Dec.-2008 To be redeemed

19 Mibor(Overnight)+ 900 BPS with

10.15 % p.a. as Floor and 10.25%

p.a. as Cap

- - - - 500.00 04-Jan-08 02-Jan-09 To be redeemed


10.15 % p.a. as Floor and 10.25%

p.a. as Cap


21 10.25% p.a. - - - - 200.00 09-Jan-08 07-Jul-08 To be redeemed


10.15 % p.a. as Floor and 10.25%

p.a. as Cap


23 11.00% p.a. - - - - 350.00 28-Jan-08 28-Apr-08 Redeemed on due

date

24 10.00% p.a. - - - - 500.00 12-Feb-08 12-Jun-08 Redeemed on due

date

25 10.15% p.a. - - - - 250.00 13-Feb-08 11-Aug-08 To be redeemed

26 10.15% p.a. - - - - 250.00 13-Feb-08 12-Aug-08 To be redeemed

27 9.75% p.a. - - - - 400.00 14-Feb-08 12-May-08 Redeemed on due

date


date


date


date


9.90 % p.a. as Floor and 10.00 % p.a.

as Cap.

- - - - 500.00 18-Feb-08 14-Aug-08 To be redeemed


date

33 10.50% p.a. - - - - 250.00 03-Mar-08 30-May-08 Redeemed on due

date

34 10.95% p.a. - - - - 200.00 07-Mar-08 08-Sep-08 To be redeemed

35 11.05% p.a. - - - - 300.00 07-Mar-08 26-Dec-08 To be redeemed

36 11.20% p.a. - - - - 500.00 10-Mar-08 09-Apr-08 Redeemed on due

date


F-37

S.

No.

Coupon Rate As on

31.03.2012

As on

31.03.2011

As on

31.03.2010

As on

31.03.2009

As on

31.03.2008

Date of

Allotment

Earliest

Redemption

Due Date

Actual

Redemption

37 11.55% p.a. - - - - 500.00 13-Mar-08 15-Apr-08 Redeemed on due

date

38 11.20% p.a. - - - - 500.00 17-Mar-08 13-Jun-08 To be redeemed

39 Mibor (Overnight) + 800 BPS with

10.05% p.a as floor and 10.10% p.a

as cap.

- - - 500.00 - 04-Apr-08 03-Apr-09 Redeemed on 2nd

April, 2009

40 Mibor (Overnight) + 150 BPS (daily

compounding)

- - - 1,250.00 - 31-Mar-09 26-Jun-09 Redeemed on 2nd

April, 2009

41 8.25% - - 200.00 - - 09-Mar-10 12-Apr-10 Redeemed on 5th

April, 2010

42 8.25% - - 1,000.00 - - 10-Mar-10 12-Apr-10 Redeemed on 12th

April, 2010

43 8.15% - - 500.00 - - 15-Mar-10 17-May-10 Redemption Due

on 17th

may, 2010

44 8.15% - - 500.00 - - 19-Mar-10 26-May-10 Redemption Due

on 26th

may, 2010


April, 2010


April, 2010


April, 2010

48 6.95% - - 750.00 - - 31-Mar-10 28-Jun-10 Redeemed on 6th

April, 2010


April, 2010


April, 2010


April, 2010

52 Floating at a margin of 100 BPS over

NSE MIBOR (daily compounding)

- - 70.00 - - 31-Mar-10 28-Jun-10 Redeemed on 5th

April, 2009


April, 2010

Total - - 5,570.00 1,750.00 14,000.00

The above debentures are privately placed with Mutual Funds governed by SEBI. As per Trust deed, Non-Convertible Debentures are secured by specific charge on immovable property of

insignificant value.


F-38


The company has issued compulsory fully convertible unsecured debentures for the value of ` 1000.00 million on private

placements. These debentures are convertible in two tranches, first on or before 23rd July 2009 and second on or before 23rd

July 2010. The holding company, Religare Enterprises Limited, has provided financial guarantee to the subsidiary for buying the

above debentures.

8.9 Loans Repayable on Demand from Other parties – Unsecured

(` in million)

`

Name of the Parties As at

March 31,

2012

As at

March 31,

2011

As at

March 31,

2010

As at

March 31,

2009

As at

March 31,

2008

Best Cure Private Limited - - - 500.00 -

Modland Wears Pvt. Ltd. - - - 500.00 -

Jindal Aluminium Limited - - - 100.00 -

Raslee Granites Private Ltd. - - - 10.00 -

Total - - - 1,110.00 -

8.10 Commercial Paper

Details of Commercial Papers is as below:

(` in million)

Particulars As at

March 31,

2012

As at

March 31,

2011

As at

March 31,

2010

As at

March 31,

2009

As at

March 31,

2008

Maximum outstanding during the year 59,740.00 59,740.00 2,437.44 1,844.71 451.84

No. of Commercial Papers 56 113 47 1 3

Rate of Interest 10.85% to

14%

6.25%

to

12.08%

6.15%

to

8.25%

10.35% 11.00%

to

11.30%

Issued date to Redemption Date April 2012

to March

2013

April 2011

to March

2012

April 2010

to March

2011

April 2009

to March

2010

April 2008

to March

2009

Total Outstanding Balance 25,655.00 34,990.00 27,320.00 2,000.00 1,100.00

Less: Future Interest Obligation (729.86) (1,087.19) (887.23) (155.29) (105.00)

Net Outstanding Balance 24,925.14 33,902.81 26,432.77 1,844.71 995.00

9 Trade Payables

(` in million)

Particulars As at

March 31,

2012

As at

March 31,

2011

As at

March 31,

2010

As at

March 31,

2009

As at

March 31,

2008

Dues of other than MSME parties 463.27 10.09 129.98 156.18 27.28

Total 463.27 10.09 129.98 156.18 27.28

10 Other Current Liabilities

(` in million)

Particulars As at

March 31,

2012

As at

March 31,

2011

As at

March 31,

2010

As at

March 31,

2009

As at

March 31,

2008

(a) Current maturities of long-term

debt

- Debentures (refer note 5.1) 4,913.48 5,170.00 600.00 400.00 -

-Term Loans from Banks

(refer note 5.2)

15,155.55 6,171.30 1,400.00 - -


F-39

Particulars As at

March 31,

2012

As at

March 31,

2011

As at

March 31,

2010

As at

March 31,

2009

As at

March 31,

2008

(b) Interest accrued and due on

Unsecured Loans

- 28.51 15.26 2.06 -

(c ) Interest accrued and due on

Secured Loans

79.95 - - - 16.25

(d) Interest accrued but not due on

loans

1,098.40 151.46 233.97 76.76 505.06

(e) Expense Payable 312.18 747.05 185.96 54.32 32.63

(f) Income received in advance 11.06 12.80 - - -

(g) Other Statutory Payables 53.08 60.69 11.49 28.25 22.60

(h) Advance received from clients 88.68 47.76 14.05 5.87 14.23

(i) Book Overdraft 421.55 1,351.33 1,686.14 392.99 0.00

(j) Payment on acquisition of Capital

Goods

0.13 4.86 68.17 17.14 2.04

(k) Dividend Tax payable on

Distributed Profits

- 43.18 - - -

(l) Others 1,535.56 1,185.44 554.97 49.02 8.34

Total 23,669.62 14,974.38 4,770.01 1,026.41 601.15

11 Short Term Provisions

(` in million)

Particulars As at

March 31,

2012

As at

March 31,

2011

As at

March 31,

2010

As at

March 31,

2009

As at

March 31,

2008

Leave Encashment (unfunded) 12.18 4.21 16.15 8.98 4.32

Proposed Dividend(Equity &

Preference)

982.67 - - - -

Provision for tax on Proposed

Dividend(Equity & Preference)

159.41 - - - -

Diminution in the value of Financial

Assets

- 5.46 5.46 5.46 -

Provision for Income Tax - - - - 11.32

Dividend Payable - - - - 48.17

Dividend Distribution Tax Payable - - - - 8.19

As per NBFC Guidelines

(refer Note no. 11.1)

604.46 262.07 120.98 93.18 35.44

Total 1,758.72 271.74 142.59 107.62 107.44


F-40

11.1 As per NBFC Guidelines

(` in million)

Particular As at 31 March 2012 As at 31 March 2011 As at 31 March 2010 As at 31 March 2009 As at 31 March 2008

Provisions

Against

Total Long

term

Provision

Short

term

Provision

Total Long

term

Provision

Short

term

Provision

Total Long

term

Provision

Short

term

Provision

Total Long

term

Provision

Short

term

Provision

Total Long

term

Provision

Short

term

Provision

Standard Assets

General

Provision

on

Standard

Assets

430.22

324.32

105.90

268.39

162.87

105.52

90.72

65.53

25.19

-

-

-

-

-

-

Contingent

Provision

on

Standard

Assets

(refer Note

11.2(b)

311.68

234.96

76.72

223.96

135.91

88.05

-

-

-

-

-

-

-

-

-

Sub Standard, Doubtful and Loss Assets

Provision

on Non-

Performing

Assets

(refer Note

11.2(a))

421.84

-

421.84

68.50

-

68.50

95.79

-

95.79

93.18

-

93.18

35.44

-

35.44

Total

1,163.74

559.28

604.46

560.85

298.78

262.07

186.51

65.53

120.98

93.18

-

93.18

35.44

-

35.44

11.2 For Financial Years 2011-12 and 2010-11

(a) Provision for Non-Performing Assets is recognised in accordance with the Non- Banking Financial Companies Prudential Norms (Reserve Bank) Directions, 2007 issued by Reserve Bank

of India after considering subsequent recoveries on assets classified as gross non-performing assets.

(b) The Company has maintained Contingent Provision on Standard Assets pursuant to the RBI Circular No. RBI/2010-11/370/DNBS.PD.CC No. 207 / 03.02.002/2010-11 dated Jan 17, 2011.

(c) The Company maintains the General Provision on Standard Assets by providing upfront on the disbursements to meet unexpected losses which are inherent in any portfolio but not yet

identified and disclosed the same under Long/short term Provisions in note no. 7 and 11 respectively.


(d) Classification of Loans and Advances and provision for Non-Performing Assets has been made in accordance with the Non- Banking Financial Companies Prudential Norms (Reserve

Bank) Directions, 1998 issued by Reserve Bank of India after considering subsequent recoveries till date.

(e) Provision against non-performing assets has been disclosed in Note No. 11 as Short Term Provision.


F-41

12

Tangible Assets (Net Block)

(` in million)


2012 2011 2010 2009 2008

Land 54.65 54.65 54.65 54.65 54.65

Building 164.49 167.37 170.25 173.13 176.01

Lease Hold Improvement 7.93 32.66 32.23 0.47 0.75

Office Equipments 25.51 35.73 39.96 4.25 3.24

Data Processing Machines 103.19 149.85 176.10 68.22 30.45

Furniture & Fixture 31.93 34.02 31.16 0.29 0.27

Vehicles 65.88 52.54 33.41 12.62 2.45

Sub –Total (A) 453.58 526.82 537.76 313.63 267.82

Leased Assets

Vehicles 48.84 61.37 60.70 2.78 2.41

Sub - Total (B) 48.84 61.37 60.70 2.78 2.41

Total (A+B) 502.42 588.19 598.46 316.41 270.23

13

Intangible Assets (Net Block)

(` in million)


2012 2011 2010 2009 2008

Intangible Assets 38.47 42.39 44.33 10.78 5.31

Total 38.47 42.39 44.33 10.78 5.31


(i) There are no adjustments to Fixed Assets on account of borrowing costs and exchange differences. There is no

revaluation of assets during the year.

(ii) During the year, the company has consolidated its branches due to which, the depreciation period of assets for the

branch(s) identified for foreclosure had been reduced to match with the branch closure period. Consequently, current

year depreciation includes an amount of `19.38 million pertaining to accelerated amount of depreciation for assets in

inactive branch(s).Also includes an amount of ` 0.75 million pertaining to accelerated amount of depreciation for

assets in active branch(s).


(iii) During the year ended March 31, 2008 the company has changed the estimated useful lives in respect of Office

Equipments by depreciating the same over a period of 5-10 years which hitherto were depreciated over a period of

21 years (@ 4.75%) on straight line basis as prescribed under Schedule XIV of the Companies Act 1956. As a

result, the additional depreciation on account of change in useful life of office equipment amounting to ` 1.09

Million has been charged to the Profit & Loss Account during the year.

14 Capital Work - in -Progress

(` in million)


2012 2011 2010 2009 2008

Capital Work -in- Progress

(Excluding Capital Advances)

188.47 161.58 13.97 13.97 29.77

Total 188.47 161.58 13.97 13.97 29.77


F-42

15

Non-Current Investments

(` in million)

Particulars Face

Value

As at March 31,

2012

As at March 31,

2011

As at March 31,

2010

As at March 31,

2009

As at March 31,

2008

(`) No. Amount No. Amount No. Amount No. Amount No. Amount

Other than trade Investments (at cost)

QUOTED

Investment in Equity instruments

-Karnataka Bank Limited.

(FY 2010-11 includes 1,000,000 shares of `

10 each, subscribed under Rights Issue)

10

2,110,810 276.14 2,400,000 300.72 1,400,000 215.72 1,400,000 215.72 1,400,000 215.72

-Hindalco Industries Ltd 1 5,300,000 503.50

Investment in Debentures

- Eon Hadapsar Infrastructure Private

Limited

1,000,000 1,200 1,200.00 - - - - - - - -

UNQUOTED

Investment in Equity instruments of

Subsidiaries

- Religare Housing Development Finance

Corporation Limited.

(Refer Note 15.1)

10 34,998,250 973.34 34,998,250 973.34 - - - - - -

Other Body Corporates

- Equifax Credit Information Services

Private Limited

10 7,500,000 75.00 7,500,000 75.00 5,000,000 50.00 - - - -

Other Non-Current investments

- Religare Art Fund - 22.50 - 22.50 - 22.50 - 22.50 - 22.50

-Vistaar Media Fund 100 2,000,000 200.00 2,000,000 200.00 2,000,000 200.00 1,400,000 140.00 - -

-Gold Coins 4 0.03 4 0.03 4 0.03 - - - -

Estee Advisors Pvt LTD - - - - - 100.00 - - - -

-Investments in PMS Scheme

(Refer note 15.2)

- 430.71 - - - - - - - -

Grand Total 3,177.72 1,571.59 588.25 881.72 238.22


F-43

(` in million)

(R in million)

Particulars As at

March 31,

2012

As at

March 31,

2011

As at

March 31,

2010

As at

March 31,

2009

As at

March 31,

2008

At Cost

At Cost At Cost At Cost At Cost

Aggregate amount of :

-Quoted Investments

1,476.14 300.72 215.72 719.22 215.72

-Unquoted Investments

1,701.58 1,270.87 372.53 162.50 22.50

Market Value of Quoted Investments 1,401.90 257.88 167.72 367.78 280.35

15.1 For Financial Year 2011-12Investment in PMS scheme includes principal amount of ` 400 million and interest accrual of `

30.71million reinvested.

15.2 For Financial Year 2010-11, the Company has acquired 34,998,250 equity shares of the book value of ` 973.34 million, of

Religare Housing Development Finance Corporation Limited (RHDFCL) (formerly known as Maharishi Housing

Development Finance Corporation Limited) from Religare Enterprises Limited (REL) (the Holding Company), thereby

Religare Housing Development Finance Corporation Limited became subsidiary of the Company w.e.f. December 3, 2010.


F-44

16 Deferred tax Liabilities / Asset (Net)

(` in million)

Particulars As at

March 31,

2012

Charge /

(Credit)

during the

year

As at

March 31,

2011

Charge /

(Credit)

during the

year

As at

March 31,

2010

Charge /

(Credit)

during the

year

As at

March 31,

2009

Charge /

(Credit)

during the

year

As at

March

31, 2008

Charge /

(Credit)

during the

year

Deferred Tax Liabilities

Difference between Book and tax

depreciation

33.66 (43.65) 77.31 28.00 49.31 26.06 23.25 11.99 11.26 3.31

Prepaid Expenses 27.49 27.49 - (33.09) 33.09 33.09 - - - -

Debenture issue expenses 57.85 57.85 - - - - - - - -

Premium on acquisition of Loan Portfolio (36.49) 36.49 36.49 - - - - - -

Total Deferred Tax Liabilities (A) 119.00 5.20 113.80 31.40 82.40 59.15 23.25 11.99 11.26 3.31

Deferred Tax Asset

Leave Encashment 7.42 0.88 6.54 1.05 5.49 2.44 3.05 1.58 1.47 1.09

Gratuity - (0.01) 0.01 (5.11) 5.12 3.01 2.11 1.40 0.71 0.40

Provision for Non-performing Assets 136.87 114.12 22.75 (9.81) 32.56 0.89 31.67 19.63 12.04 11.24

General provision on Standard Assets 139.58 50.43 89.15 58.31 30.84 30.84 - - - -

Contingent Provisions against Standard

Assets

101.12 26.73 74.39 74.39 - - - - - -

Provision for SAR Expenses - - - - - ( 0.72) 0.72 0.29 0.43 0.43

Provision for diminution in value of

Investment

- (0.66) 0.66 (0.02) 0.68 0.68 - - - -

Provision for diminution in value of Non-

banking Financial Assets

- (1.82) 1.82 (0.03) 1.85 (0.01) 1.86 1.86 - -

Total Deferred tax Asset (B) 384.99 189.67 195.32 118.78 76.54 37.13 39.41 24.76 14.65 13.16

Net Deferred Tax (Liabilities) / Asset

(B-A) 265.99 184.47 81.52 87.38 (5.86) (22.02) 16.16 12.77 3.39 9.85

16.1 Deferred Tax Assets and Deferred Tax Liabilities have been offset as they relate to the same governing taxation laws.


F-45

17 Long Term Loans and Advances

(` in million)

Particulars As at

March 31,

2012

As at

March 31,

2011

As at

March 31,

2010

As at

March 31,

2009

As at

March 31,

2008

As per NBFC Guidelines (refer note 23.1)

- To Related Parties 18.95 13.57 - - -

- To Others 68,786.95 41,427.39 12,926.84 2,289.33 1,052.82

Unsecured Considered Good

a. Capital Advances 4.31 4.11 29.69 48.26 2.32

b. Security Deposits 211.16 207.69 210.85 195.96 31.76

c. Advance Payment of Taxes & Tax

deducted at Source

(net of provision for taxes)

31.76 22.44 85.02 19.32 -

d. Advances Recoverable in cash or in kind 67.07 91.05 - - -

e. Prepaid Expenses 382.18 93.66 36.40 2.29 -

f. Balance with SAR Trust - - - 6.96 11.95

g. Balance with Service Tax Authorities

300.92 195.91 35.43 14.10 4.62

Total 69,803.30 42,055.82 13,324.23 2,576.22 1,103.47

18

Other Non-Current Assets

(` in million)

Particulars As at

March 31,

2012

As at

March 31,

2011

As at

March 31,

2010

As at

March 31,

2009

As at

March 31,

2008

Other Bank balances

- Fixed Deposit Account (refer note 22.1)

1,604.82 293.87 169.60 - -

Total 1,604.82 293.87 169.60 - -


F-46

19 Current Investments

(` in million)

Particulars Face

value

As at

March 31, 2012

As at

March 31, 2011

As at

March 31, 2010

As at

March 31, 2009

As at

March 31, 2008

(`) No. Amount No. Amount No. Amount No. Amount No. Amount

Unquoted Investments

Investments in preference shares

0.001% ICICI Bank Preference

Shares 20/04/2018

10,000,000 26 109.71 - - - - - - - -

Religare Mutual Fund - - - - 377,471,966 4,770.00 - - - -

(Liquid Fund Sip Growth Option)

Birla Cash Plus - - - - - - - - 84,850,871 850.16

(Daily Dividend Reinvestment)

Lotus India Liquid Fund - - - - - - - - 89,996,040 1,000.00

(Super Institutional Growth)

Total 109.71 - 4,770.00 - 1,850.16


F-47

20

Inventories

(` in million)

Particulars As at

March 31,

2012

As at

March 31,

2011

As at

March 31,

2010

As at

March 31,

2009

As at

March 31,

2008

a. Closing Stock of Commodities 1,345.77 11.61 - - 9.40

(Valued at cost or Market value whichever is

lower)

b. Closing Stock of Bonds & Debentures 1,510.55 4,841.75 6,858.36 - -

(Valued at cost or Market value whichever is

lower)

Total 2,856.32 4,853.36 6,858.36 - 9.40

21 Trade Receivables

(` in million)

Particulars As at

March 31,

2012

As at

March 31,

2011

As at

March 31,

2010

As at

March 31,

2009

As at

March 31,

2008

Trade receivables outstanding for a period

less than six months from the date they are due

for payment

Unsecured, considered good 422.58 1,801.35 3,812.21 963.22 219.66

Unsecured, considered doubtful - - - - -

Less: Provision for doubtful debts - - - - -

422.58 1,801.35 3,812.21 963.22 219.66

Trade receivables outstanding for a period

exceeding six months from the date they are

due for payment

Unsecured, considered good 8.54 11.13 9.94 - -

Unsecured, considered doubtful 0.01 0.01 1.76 1.76 -

Less: Provision for doubtful debts (0.01) (0.01) (1.76) (1.76) -

8.54 11.13 9.94 - -

Total 431.12 1,812.48 3,822.15 963.22 219.66

22 Cash and Bank Balances

(` in million)

Particulars As at

March 31,

2012

As at

March 31,

2011

As at

March 31,

2010

As at

March 31,

2009

As at

March 31,

2008

a. Cash & Cash Equivalents

- Cash in hand 0.04 0.18 0.48 0.26 0.26

- Stamp papers in hand 0.47 1.42 - - -

- Balances with banks in Current Account

13,710.93 7,880.34 119.96 44.65 1,636.76

b. Other Bank Balances

- Fixed Deposits Account (See note 22.1) 919.64

2,164.94 1,894.03 499.89 610.83

Total 14,631.08 10,046.88 2,014.47 544.80 2,247.85


F-48

(` in million)

22.1 Particulars As at March 31, 2012 As at March 31, 2011 As at March 31, 2010 As at March 31, 2009 As at March 31, 2008

Fixed

Deposits

balance

with Banks

Total Kept as

Security

(Refer

Note

22.2)

Free

from

any

Lien

Total Kept as

Security

(Refer

Note

22.2)

Free

from

any

Lien

Total Kept as

Security

(Refer

Note

22.2)

Free

from

any

Lien

Total Kept as

Security

(Refer

Note

22.2)

Free

from

any Lien

Total Kept as

Security

(Refer

Note

22.2)

Free

from

any

Lien

- Upto 3

months

maturity

from the

date of

Acquisition

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

- Upto 12

months

maturity

from the

date of

Acquisition

166.07

137.51

28.56

114.49

45.19

69.30

1,028.43

1,018.53

9.90

50.00

50.00

-

610.83

260.83

350.00

- Maturity

more than

12 months

from the

Date of

Acquisition

753.57

753.52

0.05

2,050.45

1,361.35

689.10

865.60

845.80

19.80

449.89

449.89

-

-

-

-

Shown as

Current

Assets (A)

919.64

891.03

28.61

2,164.94

1,406.54

758.40

1,894.03

1,864.33

29.70

499.89

499.89

-

610.83

260.83

350.00

- Maturity

more than

12 months

but after one

year from 12

months from

Reporting

Year

1,604.82

1,604.82

-

293.87

164.17

129.70

169.60

159.70

9.90

-

-

-

-

-

-

Shown as

Non-

Current

Assets (B)

1,604.82

1,604.82

-

293.87

164.17

129.70

169.60

159.70

9.90

-

-

-

-

-

-

Total (A+B) 2,524.46 2,495.85 28.61 2,458.81 1,570.71 888.10 2,063.63 2,024.03 39.60 499.89 499.89 - 610.83 260.83 350.00


F-49

22.2

Details of Fixed Deposits kept as security

(` in million)

Particulars As at

March 31,

2012

As at

March 31,

2011

As at

March 31,

2010

As at

March 31,

2009

As at

March 31,

2008

(a) Margin money or Security against

borrowing

- - - - -

(b) Margin money or security against

Guarantee

- Pledged with Bank Guarantees Taken 35.15 10.15 9.95

- Pledge with banks for OD facility

39.95 350.00 50.00 499.80 260.74

(c) Margin money or security against

other Commitment

- Security with Tax Authorities /for License 0.20 0.09 0.09 0.09 0.09

- Pledge with Securities Exchanges as

Margin

649.00 799.90 1,679.70 - -

- Pledge with banks for LC facility availed

by third parties

77.08 196.99 124.73 - -

- Pledge with banks for Assignment of

Loans

1,694.47 213.58 159.56 - -

Total

2,495.85 1,570.71 2,024.03 499.89 260.83

23 Short Term Loans and Advances

(` in million)

Particulars As at

March 31,

2012

As at

March 31,

2011

As at

March 31,

2010

As at

March 31,

2009

As at

March 31,

2008

As per NBFC Guidelines (Refer Note

23.1)

- To Related Parties 8,223.75 4,310.82 3,680.49 1,283.53 558.47

- Others 48,706.33 43,917.49 24,248.58 13,540.68 13,774.70


a. Loans & Advances to Related Parties 11.51 13.65 8.78 17.91 2.97

b. Loans & Advances recoverable in cash or

in kind *

293.35 31.36 38.70 32.94 29.13

c. Prepaid Expenses 172.93 110.73 71.56 22.61 31.58

d. Security Deposits

e. Religare Employee SAR Trust

37.35

-

36.08

-

6.49

6.96

-

4.99

-

15.74

f. Balances with Service Tax & VAT

Authorities

113.71 98.88 65.75 29.33 13.22

g. Margins with Brokers - - - 1,248.70 354.00

h. Margin with Exchanges - - - - 396.77

Total

57,558.93 48,519.01 28,127.31 16,180.69 15,176.58

*For Financial Year 2011-12, Loans and Advances in cash or in kind, includes Gratuity assets of ` 0.68 million.


F-50

23.1

As per NBFC Guidelines

(` in million)

Particulars As at March 31, 2012 As at March 31, 2011

Total Long Term Loans &

Advances

Short term Loans &

Advances


Advances

Short term Loans &

Advances

Loans &

Advances

to Related

Parties

Other

Loans &

Advances

Loans &

Advances

to Related

Parties

Other Loans &

Advances

Loans &

Advances

to Related

Parties

Other Loans

& Advances

Loans &

Advances to

Related

Parties

Other Loans

& Advances

a. Secured Considered

Good

Standard Assets 1,07,368.46 18.95 64,763.03 3,087.66 39,498.82 72,858.51 13.57 38,646.55 454.59 33,743.80

Sub Standard Assets 805.67 - - - 805.67 20.68 - - - 20.68

Doubtful Assets 0.01 - - - 0.01 0.07 - - - 0.07

Loss Assets

194.13 - - - 194.13 58.83 - - - 58.83

Total 1,08,368.27 18.95 64,763.03 3,087.66 40,498.63 72,938.09 13.57 38,646.55 454.59 33,823.38

b. Unsecured

Considered Good

Standard Assets 17,300.08 - 4,023.92 5,136.09 8,140.07 16,724.55 - 2,780.84 3,856.23 10,087.48

Sub Standard Assets 56.61 - - - 56.61 - - - - -

Doubtful Assets 11.02 - - - 11.02 6.63 - - - 6.63

Loss Assets

- - - - - - - - - -

Total 17,367.71 - 4,023.92 5,136.09 8,207.70 16,731.18 - 2,780.84 3,856.23 10,094.11

c. Total Assets

Standard Assets 1,24,668.54 18.95 68,786.95 8,223.75 47,638.89 89,583.06 13.57 41,427.39 4,310.82 43,831.28


Doubtful Assets 11.03 - - - 11.03 6.70 - - - 6.70

Loss Assets 194.13 - - - 194.13 58.83 - - - 58.83

Total 1,25,735.98 18.95 68,786.95 8,223.75 48,706.33 89,669.27 13.57 41,427.39 4,310.82 43,917.49


F-51

(` in million)



Advances

Short term Loans &

Advances


Advances

Short term Loans &

Advances

Loans &

Advances

to Related

Parties

Other

Loans &

Advances

Loans &

Advances

to Related

Parties

Other Loans &

Advances

Loans &

Advances

to Related

Parties

Other Loans

& Advances

Loans &

Advances to

Related

Parties

Other Loans

& Advances

a. Secured Considered

Good

Standard Assets 23,403.08 - 11,283.33 - 12,119.75 6,303.85 - 1,239.82 - 5,064.03


Doubtful Assets - - - - - - - - - -

Loss Assets

90.35 - - - 90.35 80.21 - - - 80.21

Total 23,543.10 - 11,283.33 - 12,259.77 6,478.50 - 1,239.82 - 5,238.68

b. Unsecured

Considered Good

Standard Assets 17,308.11 - 1,643.51 3,680.49 11,984.11 10,599.79 - 1,049.52 1,283.53 8,266.74



Loss Assets

- - - - - - - - - -

Total 17,312.81 - 1,643.51 3,680.49 11,988.81 10,635.05 - 1,049.52 1,283.53 8,302.00

c. Total Assets

Standard Assets 40,711.19 - 12,926.84 3,680.49 24,103.86 16,903.63 - 2,289.33 1,283.53 13,330.77



Loss Assets 90.35 - - - 90.35 80.21 - - - 80.21

Total 40,855.91 - 12,926.84 3,680.49 24,248.58 17,113.54 - 2,289.33 1,283.53 13,540.68


F-52

(` in million)

Particulars As at March 31, 2008

Total Long Term Loans & Advances Short term Loans & Advances

Loans & Advances to

Related Parties

Other Loans &

Advances

Loans & Advances to

Related Parties

Other Loans &

Advances

a. Secured Considered Good

Standard Assets 9,172.89 - - - 9,172.89

Sub Standard Assets 3.17 - - - 3.17

Doubtful Assets - - - - -

Loss Assets

- - - - -

Total 9,176.06 - - - 9,176.06

b. Unsecured Considered Good

Standard Assets 6,174.77 - 1,052.82 558.47 4,563.48



Loss Assets

35.11 - - - 35.11

Total 6,209.93 - 1,052.82 558.47 4,598.64

c. Total Assets

Standard Assets 15,347.66 - 1,052.82 558.47 13,736.37



Loss Assets 35.11 - - - 35.11

Total 15,385.99 - 1,052.82 558.47 13,774.70


1. a) Secured Loans given by the Company are secured by either tangible fixed assets like Vehicles, Property, Plant & Equipment‟s or tradable and listed securities held by the Company in its

depositories accounts or by way of pledge of shares held in the depository account of the clients for which Power of Attorneys are held by the Company.

b) Secured and Unsecured loans are further classified into standard, sub-standard, doubtful and loss assets in accordance with the Non- Banking Financial Companies Prudential Norms

(Reserve Bank) Directions, 2007 issued by Reserve Bank of India after considering subsequent recoveries. Non-Performing Assets are recognised at gross level, and the corresponding

provision for Non-Performing Assets is grouped under short term provisions.

c) Receivables for finance leases have been classified as secured standard assets under Loans in the books of account.

2. Gross value of Non-Performing Assets is classified as Current Assets Under the Head Short Term Loans and Advances based on following assumptions:

(a) Since the Company is an NBFC, it is governed by the provisions of Reserve Bank of India Act 1934. Accordingly provisions of section 211(5) read with section 616 of the Companies

Act 1956 override the requirements of Revised Schedule VI requirements.

(b) Even though a portion of interest/instalment is overdue exceeding 90/180 days as per the prudential norms, the entire balance outstanding after reversing unrealised interest is classified as

NPA.

3. The Company has maintained Contingent Provision on Standard Assets pursuant to the RBI Circular No. RBI/2010-11/370/DNBS.PD.CC No. 207 / 03.02.002/2010-11 dated Jan 17, 2011.


F-53


Secured Loans given by the Company are secured by either tangible fixed assets like Vehicles, Property and Plant & Equipments or tradable and listed securities held by the Company in its

depositories accounts or by way of pledge of shares or book debts held in the depository accounts of the clients for which Power of Attorneys are held by the Company.

Classification of Loans and Advances and provision for Non-Performing Assets has been made in accordance with the Non- Banking Financial Companies Prudential Norms (Reserve Bank)

Directions, 1998 issued by Reserve Bank of India after considering subsequent recoveries till date.

The classification of loans into standard, sub-standard and loss assets have been disclosed at gross value and the corresponding provision against non-performing assets has been included under

provisions in accordance with RBI guidelines. The Company maintains the general provision through time buckets to meet any foreseeable potential losses which are inherent in any portfolio but

not yet identified and disclosed the same under “Current and Non-Current Provisions” in Note No. 7 and 11.


Secured Loans given by the Company are secured either against tradable and listed securities held by the Company in its depositories accounts or by way of pledge of shares held in the depository

account of the clients for which Power of Attorneys are held by the Company.

Classification of Loans and Advances and provision for Non-Performing Assets has been made in accordance with the Non- Banking Financial Companies Prudential Norms (Reserve Bank)

Directions, 1998 issued by Reserve Bank of India after considering subsequent recoveries till date.

The classification of loans into standard, sub-standard and loss assets has been disclosed at gross value. Provision against non-performing assets has been disclosed in Note No. 11 as Short Term

Provision.


F-54

24

Other Current Assets

(` in million)

Particulars As at

March 31,

2012

As at

March 31,

2011

As at

March 31,

2010

As at

March 31,

2009

As at

March 31,

2008


- Interest Accrued 180.55 230.93 37.09 49.38 29.28

- Assets Acquired in satisfaction 198.60 198.60 198.60 198.60 -

Dividend Receivables

-

-

-

8.40

-

- Other Receivables

7.37

10.76

20.54

20.49

26.00

Less: Provision for Doubtful Receivables (0.47) (0.47) (0.47) (0.47) (0.34)

Total 386.05 439.82 255.76 276.40 54.94

25 Revenue from Operations

(` in million)

Particulars Year ended

March 31,

2012

Year ended

March 31,

2011

Year ended

March 31,

2010

Year ended

March 31,

2009

Year ended

March 31,

2008

Interest Income from Financing

Activities

Loan against Securities 3,430.53 2,591.09 1,213.69 1,295.83 1,577.69

Other Loans 13,016.02 6,595.81 2,003.67 1,075.80 541.03

Interest from Fixed Deposits 155.37 298.08 103.10 121.20 59.92

Income from Other Operating

Activities

Income from Corporate Advisory

Services

10.13 1.63 1.39 - -

Income from Processing/

Foreclosure charges

778.39 497.88 211.80 61.42 36.50

Income from Arbitrage & Trading

in Securities and Derivatives

737.44 989.98 291.38 198.30 110.02

Income from Assignment of debts 85.22 55.25 1.29 - -

Interest Income from Consumer

Finance Loans

- - 808.83 457.60 -

Total 18,213.10 11,029.72 4,635.15 3,210.15 2,325.16

26

Other Income

(` in million)


March 31,

2012

Year ended

March 31,

2011

Year ended

March 31,

2010

Year ended

March 31,

2009

Year ended

March 31,

2008


- Dividend Income 6.33 5.60 10.10 27.72 4.90

- Profit on Sale/Redemption of

Long Term Investment

- - 244.34 - -



Mutual Funds

56.90 159.52 250.19 76.26 59.71


Other Current Investments

32.81 45.33 - - -

Other Non-Operating Income

Income from Marketing Support

Services

85.02 86.98 38.55 34.92 -

Income from Syndication Fees - - 0.02 64.90 64.32

Brokerage Income from Mutual

Fund Distribution

35.17 61.18 89.77 43.49 91.65

Loans Written off recovered 49.99 77.51 45.47 - -

Excess Provision of NPAs written

back (refer note 30.2)

- 27.29 - - -


F-55


March 31,

2012

Year ended

March 31,

2011

Year ended

March 31,

2010

Year ended

March 31,

2009

Year ended

March 31,

2008

Gain on Foreign currency

transaction (net)

2.94 0.31 - 0.00 -

Miscellaneous Income 104.90 137.70 48.06 89.36 47.87

Total 374.06 601.42 726.50 336.65 268.45

27 Employee Benefit Expenses

-

(` in million)


March 31,

2012

Year ended

March 31,

2011

Year ended

March 31,

2010

Year ended

March 31,

2009

Year ended

March 31,

2008

Salaries and Wages 993.61 966.90 611.84 383.58 160.84

Contribution to Provident and Other

Funds (refer note 27.1)

44.92 51.12 29.59 24.44 9.21

Leave Encashment 17.70 22.34 17.88 12.97 4.26

Gratuity (refer note 27.2) - 2.11 9.03 4.11 1.34

Staff Welfare Expenses 25.15 25.48 16.28 12.18 6.77

Training & Recruitment expenses 3.42 7.48 7.09 8.15 3.44

Entertainment Expenses - - 0.62 - -

Total 1,084.80 1,075.43 692.33 445.43 185.86


27.1 Provident fund for certain eligible employees is managed by the Company through the "Provident Fund Trust”, in line with the

Provident Fund and Miscellaneous Provisions Act, 1952. The plan guarantees interest at the rate notified by the Provident Fund

Authorities. The contribution by the employer and employee together with the interest accumulated thereon are payable to

employees at the time of their separation from the company or retirement, whichever is earlier. The benefits vest immediately on

rendering of the services by the employee.

27.2 The Company operates a gratuity plan through the "Religare Finvest Limited Group Gratuity Scheme”. Every employee is entitled

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

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

five years of continuous service.

27.3 The Company currently does not have any unfunded plans.

28 Finance Costs (` in million)


March 31,

2012

Year ended

March 31,

2011

Year ended

March 31,

2010

Year ended

March 31,

2009

Year ended

March 31,

2008

Interest Expense

- Fixed Term Loans 6,542.66 1,822.86 98.91 131.31 207.32

- Debentures 1,683.87 861.26 773.83 1,003.77 1,135.99

- Inter Corporate Loans 158.91 228.18 35.84 171.59 77.15

Commercial Paper Expenses 4,067.27 3,390.59 764.16 256.11 4.89

Other Borrowing Costs

- Loan Processing charges 137.85 55.98 36.70 18.57 9.34

- Debenture Issue Expense 71.48 59.08 61.04 41.19 52.63

Premium on Acquisition of Loan

portfolio

26.60 38.87 - - -

Total 12,688.64 6,456.82 1,770.48 1,622.54 1,487.32

28.1 There are no finance costs arising on account of exchange gain differences on account of foreign borrowings.


F-56

29 Depreciation & Amortization

(` in million)


March 31,

2012

Year ended

March 31,

2011

Year ended

March 31,

2010

Year ended

March 31,

2009

Year ended

March 31,

2008

Depreciation (Refer note 13 (ii))

88.93

89.83

34.71

18.30

9.84

Amortization 11.40 10.06 8.42 1.20 0.94

Total 100.33 99.89 43.13 19.50 10.78

30 Other Expenses

(` in million)


March 31,

2012

Year ended

March 31,

2011

Year ended

March 31,

2010

Year ended

March 31,

2009

Year ended

March 31,

2008

Rent 337.33 345.32 196.03 142.14 34.27

Repairs to buildings - 3.50 0.04 0.11 -

Repair and Maintenance -Others 10.13 11.10 8.52 11.94 1.66

Insurance 1.76 2.21 1.52 0.30 0.35

Rates and Taxes, excluding, taxes on

income

21.12 0.42 3.51 1.57 -

Communication Expenses 30.02 34.73 31.72 26.85 8.33

Printing & Stationery 6.95 11.73 7.64 7.63 8.01

Postage & Courier 5.77 6.56 3.94 2.27 0.97

Electricity and water expenses 27.56 20.48 11.27 19.28 1.15

Legal & Professional Charges 99.95 161.39 126.84 65.54 24.32

Support Service Expenses 635.57 511.92 218.87 27.91 -

Rating & Surveillance Expenses 17.42 14.89 10.84 3.03 28.05

Office Expenses 12.29 11.94 5.47 17.17 3.53

Business Promotion 85.50 82.88 25.16 11.84 21.60

Traveling and Conveyance Expenses 40.67 41.02 32.13 19.40 16.57

Bank Charges 6.44 3.45 2.12 1.47 0.59

Commission and Brokerage Charges

(Others)

410.48 301.63 149.62 65.43 94.21

Loans written off 216.75 183.45 474.02 232.81 75.57

Transfer to Provisions (refer note 30.2) 637.98 429.40 95.32 96.29 33.42

Loss on sale of Fixed assets(Net) 18.75 19.58 1.27 0.04 1.72

Miscellaneous Expenses * 132.59 34.66 29.28 18.79 7.65

Payment to Auditors (Refer Note below

30.1)

5.17 5.13 1.72 1.29 1.81

Total 2,760.20 2,237.39 1,436.85 773.10 363.78

* For the Financial Year 2011-12, miscellaneous expenses includes reversal of Gratuity contribution of ` 0.79 million as per actuarial

valuation.

30.1 Payment to Auditor

(` in million)


March 31,

2012

Year ended

March 31,

2011

Year ended

March 31,

2010

Year ended

March 31,

2009

Year ended

March 31, 2008

As Auditor:

Audit fee 2.90 2.30 1.16 0.96 1.63

Tax Audit Fee 0.74 0.58 0.51 0.24 -

In other Capacity

For Other services 0.99 2.09 0.03 0.09 0.12

For Reimbursement of Expenses

0.54

0.16

0.02

-

0.06

Total 5.17 5.13 1.72 1.29 1.81


F-57

30.2 Transfer from / to Provisions

(` in million)


March 31,

2012

Year ended

March 31,

2011

Year ended

March 31,

2010

Year ended

March 31,

2009

Year ended

March 31,

2008

Transfer to Provisions

Provision for Non-performing assets 353.34 - 61.97 90.83 33.42

General Provision on Standard assets 161.83 177.67 31.35 - -

Contingent Provisions against

Standard Assets

87.71 223.96 - - -

Provision for diminution in the value

of Long term Investments

35.10 27.77 2.00 5.46 -

Total 637.98 429.40 95.32 96.29 33.42

Transfer from Provisions

Excess provision of Non-Performing

Assets written back

- 27.28 - - -

Total - 27.28 - - -

31 Earnings per Equity Share

(` in million)


March 31, 2012

Year ended

March 31,

2011

Year ended

March 31,

2010

Year ended

March 31,

2009

Year ended

March 31,

2008

Diluted Basic Basic /

Diluted

Basic /

Diluted

Basic /

Diluted

Basic /

Diluted

(i) Net Profit After Tax 1,378.23 1,378.23 1,147.75 1,028.22 460.39 357.01

Less: Preference Dividend on 1%

Non-Convertible Cumulative


(1.19)

(1.19)

-

-

-

-

Less: Preference Dividend on


Preference shares

(29.40)

(29.40)

-

-

-

-

Less: Tax on Preference Dividend

(4.96)

(4.96)

-

-

-

-

(ii) Profit after tax for Basic

Earnings per Share(A)

1,342.68 1,342.68 1,147.75 1,028.22 460.39 357.01

(iii) Effect of all Dilutive

Potential Shares(B)

137.52 - - - - -

Interest recognised on CCDs

Preference dividend on NCPs

and CCPs

35.55

-

-

-

-

-

Tax Benefit on CCDs interest

(30%)

(44.62)

-

-

-

-

-

(iv) Profit after tax for Diluted

Earnings per Share(C)

1,471.13 1,342.68 1,147.75 1,028.22 460.39 357.01

(v) Weighted Average number of

equity Shares

for Basic Earnings Per share

(No)(D)

- 173,322,145 173,322,137 156,776,205 119,907,137 96,343,691

for Diluted Earnings Per

share (No)(E)

187,672,708 - - - - -

(vi) Nominal value of share

(in `)

10 10 10 10

10 10

(vii) Earnings Per Share

Basic (in `) (F= A/D) 7.75 6.66 6.56 3.84 3.71

Diluted (in `)(Refer Note 2)

(G=C/E)

7.84 6.66 6.56 3.84 3.71

1. For FY 2011-12 and FY 2010-11, Impact of ESOPs outstanding has not been considered due to non-availability of fair market value.

2. For FY 2011-12, Conversion of Compulsorily Convertible Debentures (CCD's) and Compulsorily Convertible Preference Shares (CCPS)

is anti-dilutive in nature.


F-58

32 Contingent Liabilities A

n

n

e

x

u

r

e

-

I

V

(i) Details of contingents Liabilities are as below.

(` in million)

Particulars As at

March 31,

2012

As at

March 31,

2011

As at

March 31,

2010

As at

March 31,

2009

As at

March 31,

2008

(a) Claims against the company not

acknowledged as debt

9.18 4.92 1.12 0.50 -

(b) Guarantees

- Guarantees given to the bankers by the

Company on behalf of Various Clients in

respect of credit facilities availed by the said

entities (for opening of LCs)

146.34 237.21 44.23 6.61 -

- Bank Guarantees given by the bankers on

behalf of the Company in respect of credit

facilities availed by the company

47.35 0.35 0.15 2.50 -

(c) Others

- Disputed Income Tax Demands not provided

for *

194.06 111.54 95.18 - -

- Collateral for assignment of receivables 1,694.47 213.58 159.56 - -

- Inland bills purchased / discounted by Bank - 1,900.00 - -

Total 2,091.40 2,467.60 300.24 9.61 -

*For the Financial year 2011-12, ` 112.84 million has been offered for adjustment with tax refund due to the Company.

(ii) Pledge of equity shares by the company in respect of margin requirements to be maintained with the Exchanges by the

Fellow Subsidiary:-

(` in million)

Particulars As at

March 31,

2012

As at

March 31,

2011

As at

March 31,

2010

As at

March 31,

2009

As at

March 31,

2008

Karnataka Bank Limited - - 215.72 - -

(1,400,000 Equity shares of ` 10 each)

Total - - 215.72 - -

33 Commitments

(` in million)

Particulars As at

March 31,

2012

As at

March 31,

2011

As at

March 31,

2010

As at

March 31,

2009

As at

March 31,

2008

(a) Estimated amount of contracts remaining to

be executed on capital account and not provided

for

30.78 72.14 89.09 89.09 105.06

(b) Undisbursed Loans sanctioned 1,895.07 60.60 1510.20 106.40 713.10

(c ) Investment Commitments - - - 60.00 -

Total 1,925.85 132.74 1,599.29 255.49 818.16


F-59

34. Segment Reporting:

(a) Business Segment:


(i) The business segment has been considered as the primary segment.

(ii) The Company‟s primary business segments are reflected based on principal business activities, the nature of service,

the differing risks and returns, the organization structure and the internal financial reporting system.

(iii) The Company‟s primary business comprises of Financing related activities (lending by way of secured and unsecured

Loans to corporate and others), Investment, Broking Related Activities, Depository/ Custodial Operations and

Financial Advisory Services.

(iv) Segment revenue, results, assets and liabilities include amounts identifiable to each segments allocated on reasonable

basis.


(i) The business segment has been considered as the primary segment.

(ii) The Company‟s primary business segments are reflected based on principal business activities, the nature of service,

the differing risks and returns, the organization structure and the internal financial reporting system.

(iii) The Company‟s primary business comprises of Financing related activities (lending by way of secured and unsecured

Loans to corporate and others), Investment, Broking Related Activities, Depository/ Custodial Operations and

Financial Advisory Services.

(iv) Revenue and expenses directly attributable to segments are reported under each reportable segment. Expenses incurred

on behalf of other segments and not directly identifiable to each reportable segment have been allocated to each

segment on the basis of associated revenues of each segment. All other expenses which are not attributable or

allocable to segments have been disclosed as unallocable expenses.

Assets (including fixed assets) and liabilities that are directly attributable to segments are disclosed under each

reportable segment. Common assets have been allocated to each segment on the basis of associated revenues of each

segment .Common liabilities have been allocated to each segment on the basis of total segment expense. All other

assets and liabilities are disclosed as unallocable.

If the segment result of a segment includes interest or dividend income, its segment assets include the related

receivables, loans, investments, or other interest or dividend generating assets.

If the segment result of a segment includes interest expense, its segment liabilities include the related interest-bearing

liabilities.

(b) Geographical Segment:

The Company operates in one Geographic segment namely “Within India” and hence no separate information for

Geographic segment wise disclosure is required.


F-60

Information about Primary Business Segment

(` in million)

2011-12

PARTICULARS Investment

Activities

Financing

Activities

Broking

Related

Activities

Financial

Advisory

Services

Custodial/

Depository

Operations

Unallocated TOTAL

1 Segment Revenue

External Revenue 823.96 17,664.59 79.03 9.91 3.20 0.14 18,580.83

Inter -Segmental Revenue - - - - - - -

Balances Written Back - - - - - - -

Interest/Dividend Income 6.33 - - - - - 6.33

Total Segment Revenue 830.29 17,664.59 79.03 9.91 3.20 0.14 18,587.16

2 Segment Results 99.05 1,908.10 (65.57) 9.22 2.21 0.18 1,953.19

Less: Interest expense - - - - - - -

Income Taxes (Current, Deferred and Fringe

Benefit Tax)

574.96

Total Profit after tax 1,378.23

3 Segment Assets 8,401.67 1,42,005.75 19.66 6.93 2.28 - 1,50,436.29

Unallocated Corporate Assets - - - - - 1,118.11 1,118.11

Total Assets 8,401.67 1,42,005.75 19.66 6.93 2.28 1,118.11 1,51,554.40

4 Segment liabilities 7,634.92 1,22,865.42 31.45 5.84 2.02 - 1,30,539.65

Unallocated Corporate Liabilities - - - - - 209.11 209.11

Total liabilities 7,634.92 1,22,865.42 31.45 5.84 2.02 209.11 1,30,748.76

5 Capital Expenditure 0.14 35.47 0.17 - - 14.34 50.12

6 Depreciation/Amortization 4.58 26.34 1.44 1.31 0.04 66.62 100.33

7 Non Cash Expenditure other than Depreciation - 835.90 - - 0.06 0.63 836.59


F-61

(` in million)

2010-11

Particulars Investment

Activity

Financing

Activity

Broking

Related

Activity

Financial

Advisory

Services

Custodial /

Depositary

Operations

Unallocated Total

1 Segment Revenue

External Revenue 1,493.28 9,964.73 145.73 1.63 1.48 18.69 11,625.54

Inter-Segment Revenue - - - - - - -


Interest / Dividend Income 5.60 - - - - - 5.60

Total Segment Revenue 1,498.88 9,964.73 145.73 1.63 1.48 18.69 11,631.14

2 Segment Results 175.75 1,808.91 (194.77) - (0.90) (27.38) 1,761.61

Less : Interest expense - - - - - - -

Less:Income Taxes(Current,Deferred and

Fringe Benefit Tax) - - - - - - 613.86

Total Profit After Taxes - - - - - - 1,147.75

OTHER INFORMATION

3 Segment Assets 11,374.31 98,137.82 68.12 19.24 - - 1,09,599.49

Unallocated Corporate Assets - - - - - 867.02 867.02

Total Assets 11,374.31 98,137.82 68.12 19.24 - 867.02 1,10,466.51

4 Segment Liabilities 9,587.05 84,615.94 102.71 16.01 0.29 - 94,322.00


Total Liabilities 9,587.05 84,615.94 102.71 16.01 0.29 43.18 94,365.18

5 Capital Expenditure 5.59 330.13 3.35 - - 38.29 377.36

6 Depreciation/Amortization 2.02 47.14 4.77 0.29 - 45.67 99.89

7 Non-cash expenditure other than

Depreciation 0.88 568.21 12.35 - 0.00 0.8 582.24


F-62

(` in million)

2009-10

Particulars Investment

Activity

Financing

Activity

Broking

Related

Activity

Financial

Advisory

Services

Custodial /

Depositary

Operations

Unallocated Total

1 Segment Revenue

External Revenue 889.76 4,311.36 134.02 1.41 0.46 14.54 5,351.55

Inter-Segment Revenue - - - - - - -


Interest / Dividend Income 10.10 - - - - - 10.10

Total Segment Revenue 899.86 4,311.36 134.02 1.41 0.46 14.54 5,361.65

2 Segment Results 130.13 1,433.99 (145.61) 0.66 (0.89) 0.58 1,418.86

Less : Interest expense

Less:Income Taxes(Current,Deferred and

Fringe Benefit Tax) - - - - - - 390.64

Total Profit After Taxes - - - - - - 1,028.22

OTHER INFORMATION

3 Segment Assets 18,149.55 41,923.89 58.69 2.63 - - 60,134.76

Unallocated Corporate Assets - - - - - 450.27 450.27

Total Assets 18,149.55 41,923.89 58.69 2.63 - 450.27 60,585.03

4 Segment Liabilities 13,093.91 32,739.78 86.57 1.97 0.19 - 45,922.42


Total Liabilities 13,093.91 32,739.78 86.57 1.97 0.19 5.86 45,928.28

5 Capital Expenditure 1.63 220.19 21.05 2.23 - 118.72 363.82

6 Depreciation/Amortisation 0.04 22.76 5.96 0.41 - 13.96 43.13

7 Non-cash expenditure other than

Depreciation 2.75 577.45 8.83 - 0.03 6.44 595.50


F-63

(` in million)

2008-09

Particulars Financing and

Investment related

activities

Financial

Advisory related

Services

Broking related

Activities

Unallocated Total

1 Segment Revenue

External Revenue 3,407.59 64.90 42.04 4.55 3,519.08

Inter-Segment Revenue - - - - -

Balances Written Back - - - - -

Interest / Dividend Income 27.72 - - - 27.72

Total Segment Revenue 3,435.31 64.90 42.04 4.55 3,546.80

2 Segment Results 777.1 63.06 22.44 (176.37) 686.23


Less:Income Taxes(Current,Deferred and Fringe Benefit Tax) - - - - 225.84

Total Profit After Taxes - - - - 460.39

OTHER INFORMATION

3 Segment Assets 21,595.49 2.57 36.16 - 21,634.22

Unallocated Corporate Assets - - - 146.35 146.35

Total Assets 21,595.49 2.57 36.16 146.35 21,780.57

4 Segment Liabilities 8,297.19 0.32 0.73 - 8,298.24

Unallocated Corporate Liabilities - - - 55.44 55.44

Total Liabilities 8,297.19 0.32 0.73 55.44 8,353.68

5 Capital Expenditure 54.18 1.53 15.91 19.57 91.19

6 Depreciation/Amortisation 9.60 0.72 4.49 4.69 19.5

7 Non-cash expenditure other than Depreciation 330.31 0.18 0.05 11.18 341.72


F-64

(` in million)

2007-08

Particulars Financing and

Investment related

activities

Financial

Advisory related

Services

Unallocated Total

1 Segment Revenue

External Revenue 2,432.73 155.98 - 2,588.71

Inter-Segment Revenue - - - -

Balances Written Back - - - -

Interest / Dividend Income 4.90 - - 4.90

Total Segment Revenue 2,437.63 155.98 - 2,593.61

2 Segment Results 582.58 (22.01) (14.71) 545.86


Less:Income Taxes(Current,Deferred and Fringe Benefit Tax) - - - 188.85

Total Profit After Taxes - - - 357.01

OTHER INFORMATION

3 Segment Assets 21,117.12 31.64 - 21,148.76

Unallocated Corporate Assets - - 62.09 62.09

Total Assets 21,117.12 31.64 62.09 21,210.85

4 Segment Liabilities 17,547.59 23.59 - 17,571.18

Unallocated Corporate Liabilities - - 106.17 106.17

Total Liabilities 17,547.59 23.59 106.17 17,677.35

5 Capital Expenditure 248.75 4.71 - 253.46

6 Depreciation/Amortisation 9.07 1.54 0.18 10.79

7 Non-cash expenditure other than Depreciation 110.28 3.92 0.39 114.59


F-65

35. Related Party Disclosures:


Nature of Relationship Name of Party

1.Holding Company Religare Enterprises Limited

2.Subsidiary of the

Company

Religare Housing Development Finance Corporation

Limited(w.e.f December 3, 2010)

3.Fellow Subsidiaries REL Infrafacilities Limited (Formerly known as Religare

Realty Limited) (Name changed from Religare Realty

Limited to REL Infrafacilities Limited w.e.f. November

18, 2010)

Religare Finance Limited

Religare Capital Markets Limited

Religare Health Insurance Company Limited

Religare Arts Initiative Limited

Religare Insurance Broking Limited

Vistaar Religare Capital Advisors Limited

RGAM Corporation Private Limited

(Formerly Religare Global Asset Management Company

Private Limited)

Religare Commodity Broking Private Limited

(Formerly Shreyas Advisory Services Private Limited)

Religare Global Asset Managment Inc.


Religare Capital Markets (India) Limited

4.Subsidiaries of Fellow

Subsidiaries

Religare Arts Investment Management Limited

Religare Asset Management Company Limited

Religare Trustee Company Limited

Religare Capital Markets International (Mauritius) Limited

Religare Capital Market (UK) Limited

Religare Capital Markets Plc

Hichens, Harrison (Middle East) Limited

Hichens, Harrison (Ventures) Limited

Northgate Capital Asia (India) Limited (Incorporated as

wholly owned subsidiary of Religare Securities Limited

w.e.f. 15/06/2011)

Religare Investment Advisors Limited (Incorporated as

wholly owned subsidiary of Religare Securities Limited

w.e.f. July 05, 2011)

Noah Nominees (Pty) Limited (Incorporated as wholly

owned subsidiary of Noah Financial Innovation

(Proprietary) Limited w.e.f July 28, 2011)

Religare Capital Markets (Pty) Limited (Formerly Religare

Hichens, Harrison (Pty) Ltd.)(Name changed w.e.f.

October 4, 2010)

Religare Capital Markets Advisers Pte Limited.(Name

Changed from Religare Capital Markets Pte Limited w.e.f

December 07, 2010)

Religare Capital Markets Inc.

London Wall Nominees Limited

Charterpace Limited

HH1803.com Limited


F-66

Tobler (Mauritius) Limited

Tobler UK Limited

Religare Global Asset Management Japan Co. Limited

Religare Investment Advisory (Mauritius)

Religare Commodities Limited

Religare Advisory Services Limited (Formerly Religare

Advisory Services Private Limited)

Religare Global Asset Management (HK) Limited (Name

Changed from Religare Capital Markets (HK)Limited to

Religare (Hong Kong) Limited w.e.f December 02, 2010;)

(Name Changed from Religare (Hong Kong) Limited to

Religare Global Asset Management (HK) Limited w.e.f

December 13, 2010

Religare Bullion Limited

Religare Share Brokers Limited

Religare Securities Australia Pty Limited (Name changed

from “Relsec Australia Pty Limited to “Religare Securities

Australia Pty Limited” w.e.f November 17, 2010)

Bartleet Religare Securities (Private) Limited (Name

changed from Bartleet Mallory Stock Brokers (Private)

Limited w.e.f June 24, 2011)

Relsec Nominees No.1 Pty Limited (Incorporated as

wholly owned subsidiaries of Religare Securities Australia

Pty Limited w.e.f November 30, 2010)

Relsec Nominees No.2 Pty Limited (Incorporated as

wholly owned subsidiaries of Religare Securities Australia

Pty Limited w.e.f November 30, 2010)

Northgate Capital LLC (Religare Enterprises Limited

through a wholly owned subsidiary Religare Global Asset

Management Inc. acquired 70% stake in Northgate Capital

LLC w.e.f December 01, 2010)

Northgate Capital LP(Religare Enterprises Limited through

a wholly subsidiary Religare Global Asset Management

Inc. acquired 70% stake in Northgate Capital LP w.e.f

December 01, 2010)

Kyte Management Limited (Religare Capital Markets Plc

acquired 100% stake in Kyte Management Limited

(KML), acting through its wholly owned subsidiaries

Central Joint Enterprises Limited, Hong Kong [now known

as Religare Capital Markets (Hong Kong) Limited] and

Central Joint Enterprises Pte Limited, Singapore (now

known as Religare Capital Markets (Singapore) Pte

Limited], trading as “Aviate Global” w.e.f December 09,

2010)

Religare Capital Markets (Hong Kong) Limited (Central

Joint Enterprises Limited, Hong Kong became wholly

owned subsidiary of Religare Capital Markets Plc w.e.f

December 09, 2010 consequent of the acquisition of Kyte

Management Limited (KML))

Religare Noah Capital Markets (Pty) Limited

Religare Venture Capital Limited

Landmark Partners LLC

Landmark Realty Advisors LLC

Landmark Equity Advisors LLC

Mill Pond Associates LLC

BJM (UK) Nominees Limited

Religare Capital Markets (USA) LLC

Religare Bartleet Capital Markets (Private) Limited

Strategic Research Limited

Religare Investment Holdings (UK) Ltd.


F-67

Hichens Harrison (Far East) Pte. Ltd.

Religare Capital Markets (Pty) Ltd

Religare Hichens Harrison Consultoria Internacional Ltda

Religare Capital Markets Corporate Finance Pte Limited,

Singapore

Religare Capital Markets (Europe) Limited

Religare Capital Markets (Singapore) Pte Limited (Central

Joint Enterprises Pte Limited Became wholly owned

subsidiary of Religare Capital Markets Plc w.e.f

December 09, 2010 consequent of the acquisition of Kyte

Management Limited (KML))

Religare Capital Markets (EMEA) Limited (Religare

Capital Markets Plc acquired 100% stake in Barnard

Jacobs Mellet (UK) Limited, name changed w.e.f Dec 14,

2010)

5.Joint Ventures of

Holding Company

Religare Macquarie Wealth Management Limited

Aegon Religare Life Insurance Company Limited

6.Individuals owning

directly or indirectly

interest in voting power

that gives them control

Mr. Malvinder Mohan Singh


7.Key Management

Personnel and relatives

thereof

Mr. Atul Gupta (Wholetime Director) (upto November 14,

2011)

Mr J S Grewal (Wholetime Director) (upto November 12,

2011)

Mr. Kavi Arora (Managing Director) (Appointed w.e.f

November 14, 2011)

Mr. Anil Saxena (Managing Director) (upto November 14,

2011)

Mr. Ramita Saxena Relatives to Mr. Anil Saxena

Mr. Tej Bahadur Saxena upto November 14, 2011

8.Enterprises over which

(6) and (7) are able to

exercise significant

influence with whom

transactions have taken

place

Oscar Investments Limited

RHC Holding Private Limited


International Hospital Limited


ANR Securities Limited

Dion Global Solutions Limited(Name changed from

Religare Technova Global Solutions Limited w.e.f

December 28, 2010)(Religare Technova Global Solutions

merged with Religare Technova Limited w.e.f August 16,

2010)

Religare Technologies Limited (Religare Technova

Business Intelect Limited and Religare Technova IT

Services Limited merged with Religare Technologies

Limited w.e.f August 16th 2010)

Religare Voyages Limited

Religare Travels (India) Limited

Super Religare Laboratories Limited

Religare Corporate Services Limited

Religare Infotech Private Limited

Religare Wellness Limited

Religare Aviation Training Academy Limited

Religare Aviations Limited

Fortis Hospitals Limited


F-68



1. Holding Company/Controlling Entity Religare Enterprises Ltd.

2. Subsidiary Religare Housing Development Finance Corporation Limited(w.e.f December

3, 2010)

3. Fellow Subsidiaries REL Infrafacilities Limited (Formerly known as Religare Realty Limited)

(Name changed from Religare Realty Limited to REL Infrafacilities Limited

w.e.f. November 18, 2010)









Religare Global Asset Management Inc (Became the wholly owned subsidiary

of Religare Enterprises Limited w.e.f December 01, 2010.)

4. Individuals owning directly or indirectly interest

in voting power that gives them control



5. Key Management personnel Mr. Atul Gupta (Wholetime Director)

Mr. J S Grewal (Wholetime Director)

Mr. Kavi Arora (Chief Executive Officer)

Mr. Anil Saxena (Managing Director)

6. Subsidiaries of fellow subsidiary Religare Arts Investment Management Limited




Religare Capital Markets (HK) Limited (Now known as Religare Global Asset

Management (HK) Limited)(Name Changed from Religare Capital Markets

(HK)Limited to Religare (Hong Kong) Limited w.e.f December 02, 2010;)

(Name Changed from Religare (Hong Kong) Limited to Religare Global Asset

Management (HK) Limited w.e.f December 13, 2010;

Religare Capital Market (UK) Limited

Religare Capital Markets Plc



Religare Capital Markets (Pty) Ltd (Formerly Religare Hichens, Harrison (Pty)

Ltd.)(Name changed w.e.f. October 4, 2010)

Hichens Harrison Global Consultoria Internacional Ltda

Religare Capital Markets Pte. Ltd. (Now known as Religare Capital Markets

Advisers Pte Limited)(Name Changed from Religare Capital Markets Pte

Limited to Religare Capital Markets Advisers Pte Limited w.e.f December 07,

2010)



Charterpace Limited

Blamire Limited


F-69

HH1803.com Limited

Hichens, Harrisons (Far East) Pte. Ltd.


Tobler UK Limited

Religare Advisory Services Limited (Formerly Religare Advisory Services

Private Limited)



Religare Investment Holdings (UK) Ltd.

Religare Commodities Limited (Became wholly owned Subsidiary of RSL w.e.f

May 31, 2010)


(Became wholly owned subsidiary of RCL w.e.f June 26, 2010

Religare Securities Australia Pty Limited (formely known as Relsec Australia

Pty Ltd.)(Name changed from “Relsec Australia Pty Limited to “Religare

Securities Australia Pty Limited” w.e.f November 17, 2010)


(Incorporated as wholly owned subsidiary of Religare Securities Limited)

Bartleet Mallory Stock Brokers (Private) Limited (50% stake acquired by

Religare Capital Markets International (Mauritius) Limited w.e.f.November 4,

2010.)

Relsec Nominees No.1 Pty Limited (Incorporated as wholly owned subsidiaries

of Religare Securities Australia Pty Limited w.e.f November 30, 2010)

Relsec Nominees No.2 Pty Limited (Incorporated as wholly owned subsidiaries

of Religare Securities Australia Pty Limited w.e.f November 30, 2010)

Northgate Capital LLC (Religare Enterprises Limited through a wholly

subsidiary Religare Global Asset Management Inc. acquired 70% stake in

Northgate Capital LLC w.e.f December 01, 2010;)

Northgate Capital LP (Religare Enterprises Limited through a wholly subsidiary

Religare Global Asset Management Inc. acquired 70% stake in Northgate

Capital LP w.e.f December 01, 2010;)

Kyte Management Limited (KML) (Religare Capital Markets Plc acquired

100% stake in Kyte Management Limited (KML), acting through its wholly

owned subsidiaries Central Joint Enterprises Limited, Hong Kong [now known

as Religare Capital Markets (Hong Kong) Limited] and Central Joint

Enterprises Pte Limited, Singapore (now known as Religare Capital Markets

(Singapore) Pte Limited], trading as "Aviate Global" w.e.f December 09, 2010;)

Central Joint Enterprises Limited, Hong Kong (now known as Religare Capital

Markets (Hong Kong) Limited)(Became wholly owned subsidiary of Religare

Capital Markets Plc w.e.f December 09, 2010 consequent of the acquisition of

Kyte Management Limited (KML)

Central Joint Enterprises Pte Limited, Singapore (now known as Religare

Capital Markets (Singapore) Pte Limited](Became wholly owned subsidiary of

Religare Capital Markets Plc w.e.f December 09, 2010 consequent of the

acquisition of Kyte Management Limited (KML)

Barnard Jacobs Mellet (UK) Limited (now known as Religare Capital Markets

(EMEA) Limited)(Religare Capital Markets Plc acquired 100% stake in

Barnard Jacobs Mellet (UK) Limited (now known as Religare Capital Markets

(EMEA) Limited) on December 14, 2010;)

7. Joint Ventures of Holding Company Religare Macquarie Wealth Management Limited


8. Joint Ventures of fellow subsidiary Milestone Religare Investment Advisors Private Limited

9. Enterprises over which key (4) and (5) are able

to exercise significant influence with whom

transactions have taken place


Fortis Hospotel Limited




F-70

Dion Global Solutions Limited (Name Changed from Religare Technova

Limited to Dion Global Solutions Limited w.e.f December 28, 2010)

Religare Technova Global Solutions Limited merged with Religare Technova

Limited wef August 16th 2010)


Religare Aviation Limited




Religare Technologies Limited

(Religare Technova Business Intelect Limited and Religare Technova IT

Services Limited merged with Religare Technologies Limited wef August 16th

2010)

Religare Aviation Training Academy Limited (Converted from Private

Company to Public Company w.e.f March 25,

2011)




2. Fellow Subsidiaries Religare Securities Limited





Religare Realty Limited


Religare General Insurance Company Limited (formerly Religare Insurance

Holding Company Limited)


Religare United Soccer Limited (formed on 08/04/2008)

Vistaar Religare Capital Advisors Limited (w.e.f. 17/04/2009)*

Maharishi Housing Development Finance Corporation Limited (w.e.f.

15/06/2009)

3. Individuals owning directly or indirectly Mr. Malvinder Mohan Singh

interest in voting power that gives Mr. Shivinder Mohan Singh

them control

4. Key Management personnel Mr. Atul Gupta (Whole time Director)

Mr. J.S.Grewal (Whole time Director)

Mr. Kavi Arora (Chief Executive Officer)

5. Subsidiaries of fellow subsidiary Religare Arts Investment Management Limited.

Religare Asset Management Company Limited.

(Converted into Public Company w.e.f June 25, 2009)

Religare Trustee Company Private Limited

(Now known as Religare Trustee Company Limited, Conversion in to Public

Company w.e.f September 11, 2009)


Religare Capital Markets International (UK) Limited

Religare Hichens, Harrison plc (Now known as Religare Capital Markets Plc,

Name changed w.e.f. March 10, 2010)



Hichens Harrison Commodities Limited (Dissolved w.e.f. February 16, 2010)

Hichens, Harrison (Derivatives) LLP

Blomfield Corporate Finance Limited (Now Religare Capital Markets (UK)

Limited, Name changed w.e.f. March 11, 2010)


F-71

Religare Hichens, Harrison (Pty) Ltd.

Religare Hichens Harrison Consultoria Internacional Ltda.

Religare Hichens, Harrison Pte Ltd. (Now known as Religare Capital Markets

Pte. Ltd, Name changed w.e.f. February 11, 2010)

Religare Hichens Harrison Inc. ((Now known as Religare Capital Markets Inc,

Name changed w.e.f. February 4, 2010)


Charterpace Limited

Blamire Limited

Blomfield Street Securities Limited

African Communication Services (Proprietary) Limited

HH1803.com Limited

ARM Corporate Finance Limited

Medserve (ME) Limited (Dissolved w.e.f. February 16, 2010)

Claridge House Services Limited

Hichens, Harrisons (Far East) Pte. Ltd.

Tobler (Mauritius) Limited (w.e.f. 04/06/2009 #)

Tobler UK Limited (w.e.f. 04/06/2009 @)

Asian Bio Fuels Ltd (Dissolved w.e.f. 19/05/2009)

Hichens, Harrison (Africa) Limited (Dissolved w.e.f. 26/05/2009)

HDIM Limited (Dissolved w.e.f. 26/05/2009)

Hichens, Harrison (North America) Limited (Dissolved w.e.f. 26/05/2009)

Blomfield Capital Limited (Dissolved w.e.f. 26/05/2009)

Blomfield Investment Management Limited (Dissolved w.e.f. 26/05/2009)

African Bio Fuels Limited (Dissolved w.e.f. 26/05/2009)

African Wireless Limited (Dissolved w.e.f. 26/05/2009)

South America Wireless Telecommunications Limited (Dissolved w.e.f.

26/05/2009)

Hichens Investment Management Limited (Dissolved w.e.f. 26/05/2009)

Vivaldi Corporate Finance Limited (Dissolved w.e.f. 26/05/2009)

Student Accommodation Company (India) Limited (Dissolved w.e.f.

26/05/2009)

Hichens, Harrison (Asia) Limited (Dissolved w.e.f. 26/05/2009)

Hichens, Harrison (South America) Limited (Dissolved w.e.f. 16/06/2009)

Religare Global Asset Management Japan Co. Limited (Become wholly owned

subsidiary of Religare Hichens Harrison w.e.f. 15/12/2009)

Religare Investment Advisory (Mauritius) (Become wholly owned subsidiary

of Religare Hichens Harrison w.e.f. 16/12/2009)

Religare Investment Holdings (UK) Ltd. (Subsidiary of Religare Hichens,

Harrison plc, w.e.f January 21, 2010)

Evolvence Advisory Services Private Limited (Now known as Religare

Advisory Services Private Limited w.e.f August 12, 2009) (Converted into

public company w.e.f. October 05, 2009 – Religare Advisory Services Limited,

w.e.f. 01/07/2009 (as wholly owned subsidiary of RVCL)

6. Joint Ventures of Holding Company Religare Macquarie Wealth Management Limited (formerly Religare Wealth

Management Services Limited) (w.e.f. 13/03/2008)

Aegon Religare Life Insurance Company Limited (vide Joint Venture

agreement dated 19/06/2007)

7. Joint Ventures of fellow subsidiary Religare Aegon Asset Management Company Private Limited (formed on

13/02/2008)***

Religare Aegon Trustee Company Private Limited (formed on 13/02/2008)***

Milestone Religare Investment Advisors Private Limited (formed on April 8,

2009)

*** discontinued w.e.f. February 25, 2009

8. Enterprises over which key (3) and (4) Super Religare Laboratories Limited

are able to exercise significant influence Religare Technova Limited

with whom transactions have taken place (Formerly Fortis Financial Services Limited)

RHC Holding (P) Ltd

(formerly Ranbaxy Holding Company, Solaris

Finance(P) Limited)

Religare Technova Business Intellect Limited

(Formerly Fortis Business Intellect Limited)


F-72

Religare Technova Global Solutions Limited*

(Formerly Asian CERC information Technology Limited)

Religare Technova IT Services Limited

(formerly Fortis Technologies (P) Limited)

Fortis HealthCare Limited



(Formerly Fortis Health World

Limited)

Fortis Hospital Limited

Vistaar Religare Films Limited

Vistaar Religare Media Limited

AEGON Religare Life Insurance Company Limited










Religare Venture Capital Private Limited








Maharishi Housing Development Finance Corporation Limited (w.e.f.

28/05/2009)



them control



5. Subsidiaries of fellow subsidiary


(w.e.f.09/04/2008) (formerly known as LM Capital Market Intt. (M) Limited


(became subsidiary of Religare Capital Markets International (Mauritius)

Limited formed on 08/04/2008 (w.e.f. 09/04/2008) (formerly known as

ENIGMACO Limited)

Religare Hichens, Harrison Co., Plc.(became subsidiary of Religare Capital

Markets International (UK) Limited (w.e.f. May 23, 2008)

ARM Corporate Finance Limited**

(Previously Oakleigh Renown Ltd)

Blomfield Corporate Finance Limited**

Blomfield Capital Limited**

Blomfield Investment Management Limited **

(dissolved w.e.f. 26/05/2009)

Blomfield Street Securities Limited**

Charterpace Limited**

Religare Hichens,Harrison PTE Limited**

Religare Hichens Harrison Inc


F-73

HDIM Limited**


Hichens, Harrison (Asia) Ltd**

(dissolved w.e.f.26/05/2009)

Hichens, Harrison (Africa) (Pty) Limited**

Hichens, Harrison (Middle East) Ltd**

Religare Hichens, Harrison (South America) Ltd**


Hichens, Harrison (Ventures) Ltd**

Hichens, Harrison (Derivatives) LLP**

London Wall Nominees Limited**

African Bio Fuels Ltd**

Asian Bio Fuels Ltd** (dissolved w.e.f. 26/05/2009)

African Wireless Ltd** (dissolved w.e.f. 26/05/2009)

South American Wireless Telecommunication Ltd**

Student Accommodation Company (India) Ltd**


Hichens Harrison Global Consultoria Internacional Ltda**

HH1803.Com Limited**

Claridge House Services Limited**

Hichens,Harrison(North America) Limited**


Hichens Investment Management Limited**

African Communications Services Proprietary Ltd**

Blamire Ltd**


(became subsidiary of Religare Arts Initiative Limited w.e.f.16/04/2008)

Tobler (Mauritius) Limited (w.e.f. 26/05/2009)

Tobler (UK) Limited (w.e.f. 26/05/2009)

6. Joint Ventures of Holding Company Religare Macquarie Wealth Management Limited (formerly Religare Wealth

Management Services Limited) (w.e.f. 13/03/2008)

Aegon Religare Life Insurance Company Limited (vide Joint Venture

agreement dated 19/06/2007)

Vistaar Religare Capital Advisors Limited (vide Shareholders agreement dated

26/02/2008)

7. Joint Ventures of fellow subsidiary Religare Aegon Asset Management Company Private Limited (formed on

13/02/2008)***

Religare Aegon Trustee Company Private Limited (formed on 13/02/2008)***

Milestone Religare Investment Advisors Private Limited (formed on April 8,

2009)

** subsidiaries of Religare Hichens Harrisons, Plc

*** discontinued w.e.f. February 25, 2009

8. Enterprises over which key (3) and (4) Super Religare Laboratories Limited

are able to exercise significant influence Religare Technova Limited

with whom transactions have taken place (Formerly Fortis Financial Services Limited)

Religare Technova Business Intellect Limited

(Formerly Fortis Business Intellect Limited)

Religare Technova IT Services Limited

(formerly Fortis Technologies (P) Limited)

Fortis HealthCare Limited


Religare Wellness Limited (Formerly Fortis Health World

Limited)

Religare Macquarie Wealth Management

Limited (formerly Religare Wealth Management Services Limited)


AEGON Religare Life Insurance Company Limited


F-74

Fortis Hospotel Limited



Ranbaxy Laboratories Limited




1.Holding Company/Controlling Entity Religare Enterprises Ltd.

2.a) Fellow Subsidiaries Religare Securities Limited




Religare Venture Capital Private Limited



ReligareMacquarieWealthManagement

Limited (formerly Religare Wealth Management Services Limited)*





b) Subsidiaries of fellow subsidiary Religare Capital Markets International (Mauritius) Limited (became

subsidiary of Religare Capital Markets Limited on 09/04/2008)

Religare Capital Markets International (UK) Limited (became subsidiary of

Religare Capital Markets International (Mauritius) Limited on 08/04/2008)

Hichens Harrisions & Co. (PLC) (became subsidiary of Religare Capital

Markets International (UK) Limited on May 22, 2008)

Religare Arts Investment Management Limited (became subsidiary of

Religare Arts Initiative Ltd. on 16/04/2008 )

c) Joint Venture of Holding Company Religare Macquarie Wealth Management Limited (formed on 13/03/2008)

d) Joint Ventures of fellow subsidiary Religare Aegon Asset Management Company Private Limited (formed on

13/02/2008)

Religare Aegon Trustee Company Private Limited (formed on 13/02/2008)



them control



5. Enterprises over which key (3) and (4) Ranbaxy Holding Company

are able to exercise significant influence Ranbaxy Laboratories Limited

with whom transactions have taken place Fortis Financial Services Limited


Fortis Healthcare Limited

Religare Macquarie Wealth Management Limited (formerly Religare Wealth

Management Services Limited)**

*upto March 12, 2008

**w.e.f March 13, 2008


F-75

Following transactions were carried out during the year 2011-12 with related parties in the ordinary course of business.

(` in million)

Nature of Transactions Name of the Related Party Holding

Company

Subsidiaries/

Fellow

Subsidiaries /

Subsidiaries of

fellow subsidiary

companies

Joint

Venture of

Holding

Company

Individuals owning

directly or

indirectly interest

in voting power

that gives them

control

Key

Management

Personnel

and Relatives

thereof

Enterprises in

which a substantial

interest in voting

power is owned

directly or

indirectly or over

which such a person

is able to exercise

significant Influence

Total

FINANCE

Inter Corporate Deposits

Taken

Religare Enterprises Limited 830.50 -

-

-

-

- 830.50


-

-

-

-

-

865.00 865.00


-

-

-

-

-

6.01 6.01


-

-

-

-

-

2,000.00 2,000.00


Taken Total

830.50 -

-

-

-

2,871.01 3,701.51


Repaid


-

-

-

- 830.50


-

-

-

-

-

865.00 865.00


-

-

-

-

-

6.01 6.01


-

-

-

-

-

3,996.50 3,996.50


Repaid Total

830.50 -

-

-

-

4,867.51 5,698.01

Interest Paid On Inter

Corporate Deposits


-

-

-

- 8.88

Religare Health Insurance Company

Limited

- 122.07 - - - - 122.07


-

-

-

-

-

0.19 0.19


-

-

-

-

-

0.03 0.03


-

-

-

-

-

25.81 25.81

Interest Paid On Inter

Corporate Deposits Total

8.88 122.07 - -

-

26.03 156.98


F-76


Company

Subsidiaries/

Fellow

Subsidiaries /

Subsidiaries of

fellow subsidiary

companies

Joint

Venture of

Holding

Company

Individuals owning

directly or

indirectly interest

in voting power

that gives them

control

Key

Management

Personnel

and Relatives

thereof

Enterprises in

which a substantial

interest in voting

power is owned

directly or

indirectly or over

which such a person

is able to exercise


Total

Interest Paid On


Debentures


-

-

-

- 137.52

Interest Paid On


Debentures Total

137.52 -

-

-

-

- 137.52

Interest Paid On Non

Convertible Debentures


-

-

-

-

-

54.88 54.88


-

-

-

-

-

0.14 0.14

Interest Paid On On Non


Total

-

-

-

-

-

55.02 55.02

Interest Paid On Publicly

Placed Secured

Redeemable Non


Aegon Religare Life Insurance

Company Limited

-

- 4.87 -

-

- 4.87


-

-

-

5.64

-

- 5.64


-

-

-

3.98

-

- 3.98

Mr. J S Grewal

-

-

-

- 0.00 - 0.00

Mr. Kavi Arora

-

-

-

- 0.03 - 0.03

Ms. Ramita Saxena

-

-

-

- 0.01 - 0.01

Mr. Tej Bahadur Saxena

-

-

-

- 0.00 - 0.00


-

-

-

-

-

3.39 3.39

Interest Paid On Publicly

Placed Secured

Redeemable Non


Total

-

- 4.87 9.62 0.04 3.39 17.92


Given


F-77


Company

Subsidiaries/

Fellow

Subsidiaries /

Subsidiaries of

fellow subsidiary

companies

Joint

Venture of

Holding

Company

Individuals owning

directly or

indirectly interest

in voting power

that gives them

control

Key

Management

Personnel

and Relatives

thereof

Enterprises in

which a substantial

interest in voting

power is owned

directly or

indirectly or over

which such a person

is able to exercise


Total

REL Infrafacilities Limited

-

1,736.00

-

-

-

- 1,736.00

Religare Advisory Services Limited

-

9.00

-

-

-

- 9.00


-

281.00

-

-

-

- 281.00


-

7,674.86

-

-

-

- 7,674.86


-

2,771.50

-

-

-

- 2,771.50


-

330.00

-

-

-

- 330.00

Religare Housing Development Finance

Corporation Limited

-

1,670.30

-

-

-

- 1,670.30


-

31.90

-

-

-

- 31.90


-

200.00

-

-

-

- 200.00


-

108.25

-

-

-

- 108.25

Vistaar Religare Capital Advisors Limited - 0.30 - - - - 0.30

DION Global Solutions

Limited(formerly known as Religare

Technova Limited)

-

-

-

-

-

3,670.80 3,670.80


-

-

-

-

-

1,160.00 1,160.00


-

-

-

-

-

15,316.90 15,316.90


-

-

-

-

-

7,073.20 7,073.20


-

-

-

-

-

5,005.60 5,005.60


-

-

-

-

-

50.00 50.00


-

-

-

-

-

10,130.00 10,130.00


-

-

-

-

-

911.70 911.70


-

-

-

-

-

1,350.00 1,350.00


Given Total

-

14,813.11

-

-

-

44,668.20 59,481.31


Received Back


-

2,174.95

-

-

-

- 2,174.95


-

205.91

-

-

-

- 205.91


-

7,694.86

-

-

-

- 7,694.86


-

2,771.50

-

-

-

- 2,771.50


F-78


Company

Subsidiaries/

Fellow

Subsidiaries /

Subsidiaries of

fellow subsidiary

companies

Joint

Venture of

Holding

Company

Individuals owning

directly or

indirectly interest

in voting power

that gives them

control

Key

Management

Personnel

and Relatives

thereof

Enterprises in

which a substantial

interest in voting

power is owned

directly or

indirectly or over

which such a person

is able to exercise


Total


-

330.00

-

-

-

- 330.00


Corporation Limited

-

1,532.00

-

-

-

- 1,532.00


-

79.00

-

-

-

- 79.00


-

200.00

-

-

-

- 200.00


-

72.00

-

-

-

- 72.00



Technova Limited)

-

-

-

-

-

4,778.78 4,778.78


-

-

-

-

-

1,260.00 1,260.00


-

-

-

-

-

13,988.82 13,988.82

Religare Aviation Training Academy

Private Limited

-

-

-

-

-

19.50 19.50


-

-

-

-

-

7,446.90 7,446.90


-

-

-

-

-

4,047.60 4,047.60


-

-

-

-

-

79.39 79.39


-

-

-

-

-

8,979.08 8,979.08


-

-

-

-

-

911.70 911.70


-

-

-

-

-

771.00 771.00


-

-

-

-

-

850.00 850.00


Received Back Total

-

15,060.22

-

-

-

43,132.77 58,192.99

Interest Received On Inter

Corporate Deposits


-

43.30

-

-

-

- 43.30


-

4.55

-

-

-

- 4.55


-

26.25

-

-

-

- 26.25


-

59.80

-

-

-

- 59.80


-

6.38

-

-

-

- 6.38


-

0.39

-

-

-

- 0.39


Corporation Limited

-

58.14

-

-

-

- 58.14


F-79


Company

Subsidiaries/

Fellow

Subsidiaries /

Subsidiaries of

fellow subsidiary

companies

Joint

Venture of

Holding

Company

Individuals owning

directly or

indirectly interest

in voting power

that gives them

control

Key

Management

Personnel

and Relatives

thereof

Enterprises in

which a substantial

interest in voting

power is owned

directly or

indirectly or over

which such a person

is able to exercise


Total


-

10.21

-

-

-

- 10.21


-

0.53

-

-

-

- 0.53


-

27.43

-

-

-

- 27.43

Vistaar Religare Capital Advisors

Limited

-

1.27

-

-

-

- 1.27



Technova Limited)

-

-

-

-

-

121.40 121.40


-

-

-

-

-

44.07 44.07


-

-

-

-

-

165.48 165.48


Private Limited

-

-

-

-

-

1.69 1.69


-

-

-

-

-

207.74 207.74


-

-

-

-

-

189.19 189.19


-

-

-

-

-

9.97 9.97


-

-

-

-

-

79.29 79.29


-

-

-

-

-

22.90 22.90


-

-

-

-

-

81.98 81.98


-

-

-

-

-

24.32 24.32

Interest Received On


Total

-

238.25

-

-

-

948.03 1,186.28

Reimbursement By Other

Companies Of Recovery Of

Loan / Advances To

Employees


-

-

-

- 10.90


-

0.68

-

-

-

- 0.68


-

0.08

-

-

-

- 0.08


Limited

-

6.82

-

-

-

- 6.82


-

-

-

-

-

0.14 0.14


F-80


Company

Subsidiaries/

Fellow

Subsidiaries /

Subsidiaries of

fellow subsidiary

companies

Joint

Venture of

Holding

Company

Individuals owning

directly or

indirectly interest

in voting power

that gives them

control

Key

Management

Personnel

and Relatives

thereof

Enterprises in

which a substantial

interest in voting

power is owned

directly or

indirectly or over

which such a person

is able to exercise


Total

Reimbursement By Other

Companies Of Recovery

Of Loan / Advances To

Employees Total

10.90 7.58

-

-

-

0.14 18.62

Reimbursement To Other

Companies Of Recovery Of

Loan / Advances To

Employees


-

-

-

- 0.05


-

5.19

-

-

-

- 5.19


-

0.14

-

-

-

- 0.14


-

0.00

-

-

-

- 0.00


Corporation Limited

-

0.40

-

-

-

- 0.40


Limited

-

4.00

-

-

-

- 4.00


-

-

-

-

-

0.02 0.02

Reimbursement To Other

Companies Of Recovery

Of Loan / Advances To

Employees Total

0.05 9.73

-

-

-

0.02 9.80

Allotment of Compulsorily Convertible Debentures

Religare Enterprises Limited 1,500.00 - - - - - 1,500.00

Allotment of Compulsorily Convertible Debentures Total

1,500.00 - - - - 1,500.00

Allotment Of Publicly

Placed Secured

Redeemable Non



Company Limited

-

- 75.00 -

-

- 75.00


-

-

-

85.00

-

- 85.00


-

-

-

60.00

-

- 60.00


F-81


Company

Subsidiaries/

Fellow

Subsidiaries /

Subsidiaries of

fellow subsidiary

companies

Joint

Venture of

Holding

Company

Individuals owning

directly or

indirectly interest

in voting power

that gives them

control

Key

Management

Personnel

and Relatives

thereof

Enterprises in

which a substantial

interest in voting

power is owned

directly or

indirectly or over

which such a person

is able to exercise


Total

Mr. J S Grewal

-

-

-

- 0.20 - 0.20

Mr. Kavi Arora

-

-

-

- 0.40 - 0.40

Ms. Ramita Saxena

-

-

-

- 0.50 - 0.50


-

-

-

- 0.10 - 0.10


-

-

-

-

-

100.00 100.00

Allotment Of Publicly

Placed Secured

Redeemable Non


Total

-

- 75.00 145.00 1.20 100.00 321.20

Sale Of Bond


-

810.05

-

-

-

- 810.05

Sale Of Bond Total

-

810.05

-

-

-

- 810.05

Purchase Of Bond


Limited

-

90.70

-

-

-

- 90.70


-

-

-

-

-

253.96 253.96

Purchase Of Bond Total

-

90.70

-

-

-

253.96 344.66

Commission Paid

Religare Macquaire Wealth

Management Limited

-

- 12.88 -

-

- 12.88


-

-

-

-

-

0.60 0.60


-

-

-

-

-

1.85 1.85

Commission Paid Total

-

- 12.88 -

-

2.45 15.33

Support Service Expenses


-

-

-

-

-

269.16 269.16

Support Service Expenses

Total

-

-

-

-

-

269.16 269.16

Marketing Support Income


Company Limited

-

- 39.51 -

-

- 39.51


F-82


Company

Subsidiaries/

Fellow

Subsidiaries /

Subsidiaries of

fellow subsidiary

companies

Joint

Venture of

Holding

Company

Individuals owning

directly or

indirectly interest

in voting power

that gives them

control

Key

Management

Personnel

and Relatives

thereof

Enterprises in

which a substantial

interest in voting

power is owned

directly or

indirectly or over

which such a person

is able to exercise


Total

Marketing Support

Income Total

-

- 39.51 -

-

- 39.51

Assignment Of Receivables


Corporation Limited

-

195.15

-

-

-

- 195.15

Assignment Of

Receivables Total

-

195.15

-

-

-

- 195.15

Security Deposit Refund

-

-

-

-

-

-

-


-

5.32

-

-

-

- 5.32


Total

-

5.32

-

-

-

- 5.32

Trading Transactions

-

Broking Transactions Religare Securities Limited

-

3,611,921.91

-

-

-

- 3,611,921.91


-

20,664.39

-

-

-

- 20,664.39

Interest Received On FDR

Margin


-

0.08

-

-

-

- 0.08

Interest Paid On Margin

(Pre-Matured FDRs)


-

0.21

-

-

-

- 0.21


-

0.23

-

-

-

- 0.23

DP Charges Religare Securities Limited

-

0.77

-

-

-

- 0.77

Brokerage Paid Religare Securities Limited

-

60.20

-

-

-

- 60.20


-

0.01

-

-

-

- 0.01


Total

-

3,632,647.80

-

-

-

- 3,632,647.80

Lease Rental Income


-

-

-

- 4.38


-

3.72

-

-

-

- 3.72


-

2.70

-

-

-

- 2.70


Limited

-

1.16

-

-

-

- 1.16

Religare Asset management Company

Limited

-

2.24

-

-

-

- 2.24


Company Limited

-

- 2.76 -

-

- 2.76


F-83


Company

Subsidiaries/

Fellow

Subsidiaries /

Subsidiaries of

fellow subsidiary

companies

Joint

Venture of

Holding

Company

Individuals owning

directly or

indirectly interest

in voting power

that gives them

control

Key

Management

Personnel

and Relatives

thereof

Enterprises in

which a substantial

interest in voting

power is owned

directly or

indirectly or over

which such a person

is able to exercise


Total


-

-

-

-

-

6.63 6.63



Technova Limited)

-

-

-

-

-

0.31 0.31


-

-

-

-

-

1.75 1.75


-

-

-

-

-

0.98 0.98

Lease Rental Income

Total

4.38 9.82 2.76 -

-

9.67 26.63

Allocation Of Expenses To

Other Companies


Corporation Limited

-

1.50

-

-

-

- 1.50

Allocation Of Expenses

To Other Companies

Total

-

1.50

-

-

-

- 1.50

Allocation Of Expenses By

Other Companies


-

-

-

- 195.44


Limited

-

5.15

-

-

-

- 5.15


Corporation Limited

-

3.60

-

-

-

- 3.60


-

176.06

-

-

-

- 176.06

Allocation Of Expenses

By Other Companies

Total

195.44 184.81

-

-

-

- 380.25

Expenses Reimbursement

To Other Companies


-

-

-

- 251.28


-

27.10

-

-

-

- 27.10


-

0.79

-

-

-

- 0.79


-

0.16

-

-

-

- 0.16


-

15.78

-

-

-

- 15.78


-

105.07

-

-

-

- 105.07


F-84


Company

Subsidiaries/

Fellow

Subsidiaries /

Subsidiaries of

fellow subsidiary

companies

Joint

Venture of

Holding

Company

Individuals owning

directly or

indirectly interest

in voting power

that gives them

control

Key

Management

Personnel

and Relatives

thereof

Enterprises in

which a substantial

interest in voting

power is owned

directly or

indirectly or over

which such a person

is able to exercise


Total


-

12.06

-

-

-

- 12.06


Limited

-

0.27

-

-

-

- 0.27


Corporation Limited

-

0.85

-

-

-

- 0.85


-

0.35

-

-

-

- 0.35


-

0.02

-

-

-

- 0.02


Management Limited

-

- 0.02 -

-

- 0.02


-

-

-

-

-

75.49 75.49


-

-

-

-

-

15.85 15.85



Technova Limited)

-

-

-

-

-

0.34 0.34


-

-

-

-

-

15.21 15.21


To Other Companies

Total

251.28 162.45 0.02 -

-

106.89 520.64


By Other Companies

-


-

-

-

- 13.09


-

4.83

-

-

-

- 4.83


-

0.53

-

-

-

- 0.53


-

0.83

-

-

-

- 0.83


-

2.35

-

-

-

- 2.35


-

2.50

-

-

-

- 2.50


-

1.34

-

-

-

- 1.34


-

0.06

-

-

-

- 0.06


Limited

-

0.73

-

-

-

- 0.73


Corporation Limited

-

2.31

-

-

-

- 2.31


-

0.01

-

-

-

- 0.01


-

0.16

-

-

-

- 0.16


F-85


Company

Subsidiaries/

Fellow

Subsidiaries /

Subsidiaries of

fellow subsidiary

companies

Joint

Venture of

Holding

Company

Individuals owning

directly or

indirectly interest

in voting power

that gives them

control

Key

Management

Personnel

and Relatives

thereof

Enterprises in

which a substantial

interest in voting

power is owned

directly or

indirectly or over

which such a person

is able to exercise


Total


Management Limited

-

- 0.25 -

-

- 0.25


-

-

-

-

-

3.36 3.36

Expenses Reimbursement By Other Companies Total

13.09 15.65 0.25 -

-

3.36 32.35

Purchase Of Fixed Asset


-

-

-

- 1.01


Limited

-

2.97

-

-

-

- 2.97



Technova Limited)

-

-

-

-

-

0.21 0.21


-

-

-

-

-

0.21 0.21

Purchase Of Fixed Asset Total

1.01 2.97

-

-

-

0.42 4.40

Sale Of Fixed Assets


-

0.13

-

-

-

- 0.13


-

0.51

-

-

-

- 0.51



Technova Limited)

-

-

-

-

-

0.04 0.04

Sale Of Fixed Assets Total

-

0.64

-

-

-

0.04 0.68

Remuneration To Key Management Personnel

Mr. J.S.Grewal (up to November 14,

2011)

Mr. Atul Gupta (up to November 12,

2011)

50.02 50.02

Mr. Anil Saxena (up to November 14,

2011)

Mr. Kavi Arora (appointed as MD w.e.f

November 14, 2011)

Remuneration To Key Management Personnel Total

-

-

-

- 50.02 - 50.02

FDRs Pledged With Exchange As Margin

-


-

649.00

-

-

-

- 649.00

FDRs Pledged With Exchange As Margin Total

-

649.00

-

-

-

- 649.00


F-86


Company

Subsidiaries/

Fellow

Subsidiaries /

Subsidiaries of

fellow subsidiary

companies

Joint

Venture of

Holding

Company

Individuals owning

directly or

indirectly interest

in voting power

that gives them

control

Key

Management

Personnel

and Relatives

thereof

Enterprises in

which a substantial

interest in voting

power is owned

directly or

indirectly or over

which such a person

is able to exercise


Total

Outstandings as on March 31, 2012

Receivables

Unsecured Loan

-


-

5.55

-

-

-

- 5.55


-

40.10

-

-

-

- 40.10


-

238.00

-

-

-

- 238.00


Corporation Limited

-

363.30

-

-

-

- 363.30


-

60.45

-

-

-

- 60.45


-

204.40

-

-

-

- 204.40

Vistaar Religare Capital Advisors Limited - 6.60 - - - - 6.60 Aegon Religare Life Insurance

Company Limited

-

- 22.43 -

-

- 22.43



Technova Limited)

-

-

-

-

-

338.55 338.55


-

-

-

-

-

360.00 360.00


-

-

-

-

-

1,328.08 1,328.08


Private Limited

-

-

-

-

-

9.50 9.50


-

-

-

-

-

1,821.50 1,821.50


-

-

-

-

-

958.00 958.00


-

-

-

-

-

73.68 73.68


-

-

-

-

-

1,150.92 1,150.92


-

-

-

-

-

0.92 0.92


-

-

-

-

-

1,000.00 1,000.00

Unsecured Loan Total

-

918.40 22.43 -

-

7,041.15 7,981.98

Interest Receivable On

Unsecured Loan


-

13.48

-

-

-

- 13.48


-

1.39

-

-

-

- 1.39


-

8.09

-

-

-

- 8.09


F-87


Company

Subsidiaries/

Fellow

Subsidiaries /

Subsidiaries of

fellow subsidiary

companies

Joint

Venture of

Holding

Company

Individuals owning

directly or

indirectly interest

in voting power

that gives them

control

Key

Management

Personnel

and Relatives

thereof

Enterprises in

which a substantial

interest in voting

power is owned

directly or

indirectly or over

which such a person

is able to exercise


Total


Corporation Limited

-

6.68

-

-

-

- 6.68


-

1.99

-

-

-

- 1.99


-

7.15

-

-

-

- 7.15


Limited

-

0.32

-

-

-

- 0.32



Technova Limited)

-

-

-

-

-

6.42 6.42


-

-

-

-

-

10.32 10.32


-

-

-

-

-

44.78 44.78


Private Limited

-

-

-

-

-

0.33 0.33


-

-

-

-

-

63.95 63.95


-

-

-

-

-

43.21 43.21


-

-

-

-

-

2.57 2.57


-

-

-

-

-

19.02 19.02


-

-

-

-

-

31.01 31.01


-

Interest Receivable On


-

39.10

-

-

-

221.61 260.71

Other Receivable

-


-

140.06

-

-

-

- 140.06


-

0.42

-

-

-

- 0.42


-

199.55

-

-

-

- 199.55


Corporation Limited

-

0.10

-

-

-

- 0.10



Limited

-

0.18

-

-

-

- 0.18


Limited

-

0.06

-

-

-

- 0.06


Company Limited

-

- 10.13 -

-

- 10.13


F-88


Company

Subsidiaries/

Fellow

Subsidiaries /

Subsidiaries of

fellow subsidiary

companies

Joint

Venture of

Holding

Company

Individuals owning

directly or

indirectly interest

in voting power

that gives them

control

Key

Management

Personnel

and Relatives

thereof

Enterprises in

which a substantial

interest in voting

power is owned

directly or

indirectly or over

which such a person

is able to exercise


Total


-

-

-

-

-

0.23 0.23


-

-

-

-

-

3.12 3.12


-

-

-

-

-

0.64 0.64


-

-

-

-

-

0.92 0.92



Technova Limited)

-

-

-

-

-

0.48 0.48


-

-

-

-

-

5.52 5.52


-

-

-

-

-

1.75 1.75

Other Receivable Total

-

340.76 10.13 -

-

12.66 363.55

Security Deposits

Receivable

-


-

192.84

-

-

-

- 192.84

Security Deposit

Receivable Total

-

192.84

-

-

-

- 192.84

Payables

-


Debentures

Religare Enterprises Limited 1,500.00 -

-

-

-

- 1,500.00


Debentures Total

1,500.00 -

-

-

-

- 1,500.00

Publicly Placed Secured

Redeemable Non



Company Limited

-

- 75.00 -

-

- 75.00


-

-

-

85.00

-

- 85.00


-

-

-

60.00

-

- 60.00

Mr. Kavi Arora

-

-

-

- 0.40 - 0.40


-

-

-

-

-

50.00 50.00


F-89


Company

Subsidiaries/

Fellow

Subsidiaries /

Subsidiaries of

fellow subsidiary

companies

Joint

Venture of

Holding

Company

Individuals owning

directly or

indirectly interest

in voting power

that gives them

control

Key

Management

Personnel

and Relatives

thereof

Enterprises in

which a substantial

interest in voting

power is owned

directly or

indirectly or over

which such a person

is able to exercise


Total


Redeemable Non


Total

-

- 75.00 145.00 0.40 50.00 270.40

Unsecured Loan


Limited

-

1,120.00

-

-

-

- 1,120.00


-


-

1,120.00

-

-

-

- 1,120.00

Interest Payable on Publicly

Placed Secured

Redeemable Non


-


Company Limited

-

- 4.74 -

-

- 4.74


-

-

-

5.43

-

- 5.43


-

-

-

3.84

-

- 3.84

Mr. J S Grewal

-

-

-

- 0.01 - 0.01

Mr. Kavi Arora

-

-

-

- 0.03 - 0.03

Ms. Ramita Saxena

-

-

-

- 0.03 - 0.03

Rhc Holding Private Limited

-

-

-

- 3.20 - 3.20


-

-

-

- 0.00 - 0.00

Interest Payable on


Redeemable Non


Total

- - 4.74 9.27 3.27 - 17.28

Current Account Payables -


-

-

-

- 4.33

Religare Arts Investment Management

Limited

- 0.07 - -

-

- 0.07


-

0.92

-

-

-

- 0.92


-

436.76

-

-

-

- 436.76


-

13.02

-

-

-

- 13.02


F-90


Company

Subsidiaries/

Fellow

Subsidiaries /

Subsidiaries of

fellow subsidiary

companies

Joint

Venture of

Holding

Company

Individuals owning

directly or

indirectly interest

in voting power

that gives them

control

Key

Management

Personnel

and Relatives

thereof

Enterprises in

which a substantial

interest in voting

power is owned

directly or

indirectly or over

which such a person

is able to exercise


Total


-

0.16

-

-

-

- 0.16


Corporation Limited

-

4.35

-

-

-

- 4.35


Management Limited

-

- 0.51 -

-

- 0.51


-

-

-

-

-

9.00 9.00


-

-

-

-

-

0.01 0.01

Current Account

Payables Total

4.33 455.28 0.51 -

-

9.01 469.13


F-91

Following transactions were carried out during the year 2010-11 with related parties in the ordinary course of business (` in million)


Company

Fellow

Subsidiary

Companies

Joint

Venture of

Holding

Company

Individuals

owning directly

or indirectly

interest in voting

power that gives

them control

Key

Manageme

nt

Personnel

Enterprises over

which Key

Management

Personnel/Relatives

thereof are having

Significant Influence

Total

FINANCE


Taken


REL Infrafacilities Limited - 246.50 - - - - 246.50


Limited

- 1,123.50 - - - - 1,123.50

RHC Holding Private Limited - - - - - 900.00 900.00

Oscar Investments Limited - - - - - 1,037.67 1,037.67

International Hospital Limited - - - - - 5,750.00 5,750.00

Fortis Hospital Limited - - - - - 3,250.00 3,250.00


Taken Total

11,654.10 1,370.00 - - - 10,937.67 23,961.77


Repaid




Limited

- 3.50 - - - - 3.50




Fortis Hospital Limited - - - - - 3,250.00 3,250.00


Repaid Total

11,654.10 466.10 - - - 8,941.17 21,061.37

Interest Paid on Inter

Corporate Deposits

Religare Enterprises Limited 42.97 - - - - - 42.97



Limited

- 12.90 - - - - 12.90


Oscar Investments Limited - - - - - 1.77 1.77

International Hospital Limited - - - - - 82.61 82.61


F-92


Company

Fellow

Subsidiary

Companies

Joint

Venture of

Holding

Company

Individuals

owning directly

or indirectly

interest in voting

power that gives

them control

Key

Manageme

nt

Personnel

Enterprises over

which Key

Management

Personnel/Relatives

thereof are having


Total

Fortis Hospital Limited - - - - - 79.87 79.87



42.97 18.40 - - - 164.74 226.11

Interest Paid on Debenture


Interest Paid on Debenture

Total

34.45 - - - - - 34.45


given

Religare Capital Markets Limited - 673.50 - - - - 673.50

Religare Insurance Broking Limited - 125.00 - - - - 125.00

Religare Finance Limited - 12.30 - - - - 12.30




Technova Limited)

- - - - - 6,572.50 6,572.50

Religare Technologies Limited - - - - - 5,861.90 5,861.90

Religare Housing Development

Finance Corporation Limited

- 445.00 - - - - 445.00


Limited

- 6.30 - - - - 6.30


Limited

- 65.00 - - - - 65.00

Religare Advisory Services Limited - 21.00 - - - - 21.00

Religare Bullion Ltd - 1,249.69 - - - - 1,249.69

Religare Arts Initiative Limited - 96.70 - - - - 96.70

Religare Venture Capital Limited - 21.70 - - - - 21.70

Religare Aviation Limited - - - - - 17,751.11 17,751.11

Religare Voyages Limited - - - - - 681.27 681.27

Religare Aviation Training

Academy Private Limited

- - - - - 29.00 29.00

Religare Travels (India) Limited - - - - - 13.00 13.00

Super Religare Laboratories Limited - - - - - 3,646.05 3,646.05

Religare Wellness Limited - - - - - 937.39 937.39



F-93


Company

Fellow

Subsidiary

Companies

Joint

Venture of

Holding

Company

Individuals

owning directly

or indirectly

interest in voting

power that gives

them control

Key

Manageme

nt

Personnel

Enterprises over

which Key

Management

Personnel/Relatives

thereof are having


Total


given Total

- 3,418.19 - - - 39,802.22 43,220.41


received back








Technova Limited)

- - - - - 5,841.50 5,841.50




- 220.00 - - - - 220.00


Limited

- 65.00 - - - - 65.00

Religare Bullion Ltd - 1,229.69 - - - - 1,229.69

Super Religare Laboratories Limited - - - - - 3,229.87 3,229.87




Religare Wellness Limited - - - - - 1,045.00 1,045.00



received back Total

- 2,976.39 - - - 39,724.73 42,701.12

Interest Received on Inter

Corporate Deposits







Limited

- 0.56 - - - - 0.56


F-94


Company

Fellow

Subsidiary

Companies

Joint

Venture of

Holding

Company

Individuals

owning directly

or indirectly

interest in voting

power that gives

them control

Key

Manageme

nt

Personnel

Enterprises over

which Key

Management

Personnel/Relatives

thereof are having


Total


Limited

- 0.70 - - - - 0.70




Technova Limited)

- - - - - 96.83 96.83

Religare Technologies Limited - - - - - 93.02 93.02

Religare Aviation Training

Academy Private Limited

- - - - - 0.59 0.59

Super Religare Laboratories Limited - - - - - 40.06 40.06



- 4.57 - - - - 4.57


Religare Bullion Ltd - 5.39 - - - - 5.39

Religare Aviation Limited - - - - - 165.67 165.67







- 86.88 - - - 438.07 524.95

Loan to Group Employees


Loan to Group Employees

Total

7.18 - - - - - 7.18

Allotment of Shares

Religare Enterprises Limited

(Equity)

600.00 - - - - - 600.00

Religare Capital Market Limited

(Preference)

- 1,000.00 - - - - 1,000.00

Allotment of Shares Total 600.00 1,000.00 - - - - 1,600.00

Dividend Paid / Payable - - - - - -


Dividend Paid / Payable

Total

259.98 - - - - - 259.98

Purchase of Investment in Religare Housing Development Finance

Corporation Limited -



F-95


Company

Fellow

Subsidiary

Companies

Joint

Venture of

Holding

Company

Individuals

owning directly

or indirectly

interest in voting

power that gives

them control

Key

Manageme

nt

Personnel

Enterprises over

which Key

Management

Personnel/Relatives

thereof are having


Total

Purchase of Investment in Religare Housing Development Finance

Corporation Limited 973.34 - - - - - 973.34

Sale of Investment in Preference Shares

Religare Securities Limited - 1,031.50 - - - - 1,031.50

Sale of Investment in Preference Shares Total - 1,031.50 - - - - 1,031.50

Sale of Bond

Religare Capital Markets Limited - 1,096.55 - - - - 1,096.55

RHC Holding Private Limited - - - - - 2,037.58 2,037.58


Limited

- 203.42 - - - - 203.42

Sale of Bond Total - 1,299.97 - - - 2,037.58 3,337.55

Purchase of Bond




Limited

- 115.33 - - - - 115.33

Purchase of Bond Total - 1,733.08 - - - 1,444.48 3,177.56

Commission Paid

Religare Macquarie Wealth

Management Limited

- - 9.25 - - - 9.25

Commission Paid Total - - 9.25 - - - 9.25

Assignment of receivables



- 143.85 - - - - 143.85

Assignment of receivables

Total

- 143.85 - - - - 143.85

Security Deposit Refund Religare Insurance Broking Limited - 6.37 - - - - 6.37


(Total)

- 6.37 - - - - 6.37

Advance against Salary Religare Insurance Broking Limited - 0.85 - - - - 0.85

Advance against

Salary(Total)

- 0.85 - - - - 0.85

Margin with Exchange

Pledged on Behalf of other

companies

-

(In form of FDR's) Religare Securities Limited - 799.90 - - - - 799.90


F-96


Company

Fellow

Subsidiary

Companies

Joint

Venture of

Holding

Company

Individuals

owning directly

or indirectly

interest in voting

power that gives

them control

Key

Manageme

nt

Personnel

Enterprises over

which Key

Management

Personnel/Relatives

thereof are having


Total



companies (Total)

- 799.90 - - - - 799.90

TRADING

TRANSACTIONS

Broking Transactions Religare Securities Limited - 2,910,149.10 - - - - 2,910,149.10


Religare Commodities Limited - 4,217.87 - - - - 4,217.87

Interest Received on FDRs

Margin

Religare Securities Limited - 14.24 - - - - 14.24


Religare Commodities Limited - 21.46 - - - - 21.46

Interest On Margin (DP

Charges)


Brokerage Paid Religare Securities Limited - 21.58 - - - - 21.58



TRADING

TRANSACTIONS Total

- 3,527,864.67 - - - - 3,527,864.67

Lease rentals





Limited

- 1.15 - - - - 1.15



Technova Limited)

- - - - - 2.56 2.56



Religare Asset management

Company Limited

- 4.96 - - - - 4.96

Lease rentals Total 2.90 12.18 - - - 15.67 30.75

Expense Reimbursement to

other Companies



F-97


Company

Fellow

Subsidiary

Companies

Joint

Venture of

Holding

Company

Individuals

owning directly

or indirectly

interest in voting

power that gives

them control

Key

Manageme

nt

Personnel

Enterprises over

which Key

Management

Personnel/Relatives

thereof are having


Total








Management Limited

- - 0.04 - - - 0.04




Limited

- 0.21 - - - - 0.21


Company Limited

- 0.24 - - - - 0.24




Technova Limited)

- - - - - 3.90 3.90



other Companies Total

203.79 90.86 0.04 - - 122.96 417.65

Expense Reimbursement by other Companies









- - - - - - -


Limited

- 0.11 - - - - 0.11


Company Limited

- 5.78 - - - - 5.78


Management Limited

- - 0.24 - - - 0.24



F-98


Company

Fellow

Subsidiary

Companies

Joint

Venture of

Holding

Company

Individuals

owning directly

or indirectly

interest in voting

power that gives

them control

Key

Manageme

nt

Personnel

Enterprises over

which Key

Management

Personnel/Relatives

thereof are having


Total


Expense Reimbursement by


1.75 18.94 0.24 - - - 20.93

Other Receivable






Limited

- 0.64 - - - - 0.64


Limited

- 0.07 - - - - 0.07

Other Receivable Total - 1,771.97 - - - - 1,771.97

Allocation of Expenses

recovered


Company Limited

- - 45.67 - - - 45.67



- 2.62 - - - - 2.62


recovered Total

- 2.62 45.67 - - - 48.29

Allocation of Expenses paid




Limited

- 5.15 - - - - 5.15



- 3.60 - - - - 3.60



Total

343.28 385.61 - - - - 728.89

Purchase of Fixed Asset



Total

- - - - - 6.89 6.89

Remuneration to Key

Management Personnel


F-99

Nature of Transactions

Name of the Related Party Holding

Company

Fellow

Subsidiary

Companies

Joint

Venture of

Holding

Company

Individuals

owning directly

or indirectly

interest in voting

power that gives

them control

Key

Manageme

nt

Personnel

Enterprises over

which Key

Management

Personnel/Relatives

thereof are having


Total

J.S.Grewal

69.44

69.44

Atul Gupta

Remuneration to Key


Total

- - - - 69.44 - 69.44

OUTSTANDING AS ON

MARCH 31, 2011

Receivable

Unsecured Loans






Limited

- 6.30 - - - - 6.30



- 225.00 - - - - 225.00




Company Limited

- - 17.04 - - - 17.04



Technova Limited)

- - - - - 1,290.50 1,290.50



Private Limited

- - - - - 29.00 29.00




ANR Securities Limited - - - -- - 500.00 500.00

Unsecured Loans Total - 1,165.52 17.04 - - 3,453.59 4,636.15

Receivables (Interest on

unsecured loan)





F-100


Company

Fellow

Subsidiary

Companies

Joint

Venture of

Holding

Company

Individuals

owning directly

or indirectly

interest in voting

power that gives

them control

Key

Manageme

nt

Personnel

Enterprises over

which Key

Management

Personnel/Relatives

thereof are having


Total



Limited

- 0.30 - - - - 0.30





Technova Limited)

- - - - - 43.48 43.48



- 4.38 - - - - 4.38





Private Limited

- - - - - 0.59 0.59





unsecured loan) Total

- 34.57 - - - 140.10 174.67

Interest on Margin Money

Receivable




Interest on Margin Money

Receivable Total

- 57.16 - - - - 57.16

Security Deposits

Receivables


Security Deposits

Receivables Total

- 192.84 - - - - 192.84

Payable

Unsecured Loans


Limited

- 1,120.00 - - - - 1,120.00


F-101

Nature of Transactions

Name of the Related Party Holding

Company

Fellow

Subsidiary

Companies

Joint

Venture of

Holding

Company

Individuals

owning directly

or indirectly

interest in voting

power that gives

them control

Key

Manageme

nt

Personnel

Enterprises over

which Key

Management

Personnel/Relatives

thereof are having


Total


Unsecured Loans Total - 1,120.00 - - - 1,996.50 3,116.50

Payables (Interest on

unsecured loan)


Limited

- 11.61 - - - - 11.61




16.90 11.61 - - - - 28.51

Current Account Payables -







Management Limited

- - 3.03 - - - 3.03

Current Accounts Total 86.02 33.54 3.03 - - - 122.59

Corporate Guarantee

Taken


Corporate Guarantee

Taken Total

2,840.00 - - - - - 2,840.00


F-102



Company

Fellow

Subsidiary

Companies

Joint

Venture

of

Holding

Company

Individuals

owning directly

or indirectly

interest in voting

power that gives

them control

Key

Manageme

nt

Personnel

Enterprises over

which Key

Management

Personnel/Relatives

thereof are having


Total

FINANCE

Inter Corporate Deposits Taken



Limited - 15.00 - - - - 15.00



Taken Total

- 784.20 - - - 4,464.00 5,248.20


Repaid



Limited

-

19.50 - - - - 19.50



Repaid Total

- 572.60 - - - 5,814.00 6,386.60


Corporate Deposits



Limited

-

0.68 - - - - 0.68




- 9.99 - - - 14.34 24.33


given



Religare Insurance Broking Limited - 1,409.90 - - - - 1,409.90


DION Global Solutions Limited(formerly

known as Religare Technova Limited)

- - - - - 5,686.21

5,686.21




Religare Arts Initiative Limited - 1,107.75 - - - - 1,107.75


F-103


Company

Fellow

Subsidiary

Companies

Joint

Venture

of

Holding

Company

Individuals

owning directly

or indirectly

interest in voting

power that gives

them control

Key

Manageme

nt

Personnel

Enterprises over

which Key

Management

Personnel/Relatives

thereof are having


Total

Religare Venture Capital Limited - 1,130.00 - - - - 1,130.00








given Total

- 6,158.45 - - - 17,481.01 23,639.46


received back


Religare Insurance Broking Limited - 1,533.70 - - - - 1,533.70



Religare Arts Initiative Limited - 1,034.70 - - - - 1,034.70





-

- - - -

5,130.26

5,130.26









received back Total

- 6,013.00 - - - 13,903.77 19,916.77


Corporate Deposits




F-104


Company

Fellow

Subsidiary

Companies

Joint

Venture

of

Holding

Company

Individuals

owning directly

or indirectly

interest in voting

power that gives

them control

Key

Manageme

nt

Personnel

Enterprises over

which Key

Management

Personnel/Relatives

thereof are having


Total








-

- - - -

37.19

37.19










- 119.35 - - - 237.35 356.70

Allotment of Shares

Religare Enterprises Limited (Equity) 10,083.00 - - - - - 10,083.00

Allotment of Shares Total 10,083.00 - - - - - 10,083.00

Dividend Paid / Payable Equity - - - - - -


Dividend Paid / Payable

Total

383.23 - - - - - 383.23

Commission Paid


Limited

- - 2.01

- - - 2.01


Commission Paid Total - 8.61 2.01 - - - 10.62

Security Deposit Transfer


Security Deposit Transfer

(Total)

- 21.05 - - - - 21.05

Advance - Sar Trust -


F-105


Company

Fellow

Subsidiary

Companies

Joint

Venture

of

Holding

Company

Individuals

owning directly

or indirectly

interest in voting

power that gives

them control

Key

Manageme

nt

Personnel

Enterprises over

which Key

Management

Personnel/Relatives

thereof are having


Total


Advance - Sar Trust Total - 1.03 - - - - 1.03



companies

-

(In form of FDR's) Religare Capital Markets Limited - 679.70 - - - - 679.70



Pledged on Behalf of

other companies (Total)

- 1,679.70 - - - - 1,679.70

TRADING

TRANSACTIONS

Broking Transactions Religare Securities Limited - 1,566,379.95 - - - - 1,566,379.95



Margin Money Given Religare Securities Limited - 44.99 - - - - 44.99


Charges)

Religare Securities Limited - 0.44

- - - - 0.44




TRADING

TRANSACTIONS Total

- 1,980,677.22 - - - - 1,980,677.22

Lease rentals




Limited

- - 0.99

- -

-

0.99





-

- - - -

0.52

0.52




Limited

- 2.06 -

- -

-

2.06

Lease rentals Total 1.44 4.86 0.99 - - 11.84 19.13


F-106


Company

Fellow

Subsidiary

Companies

Joint

Venture

of

Holding

Company

Individuals

owning directly

or indirectly

interest in voting

power that gives

them control

Key

Manageme

nt

Personnel

Enterprises over

which Key

Management

Personnel/Relatives

thereof are having


Total

Expense Reimbursement

to other Companies











to other Companies Total

107.84 81.08 - - - 39.45 228.37


by other Companies








Limited

- - 0.35

- - - 0.35



by other Companies Total

1.93 9.52 0.35 - - - 11.80

Other Receivable




Other Receivable Total - 3,812.87 - - - - 3,812.87

Allocation of Expenses recovered

Aegon Religare Life Insurance Company

Limited

- - 36.25 - - -

36.25


F-107


Company

Fellow

Subsidiary

Companies

Joint

Venture

of

Holding

Company

Individuals

owning directly

or indirectly

interest in voting

power that gives

them control

Key

Manageme

nt

Personnel

Enterprises over

which Key

Management

Personnel/Relatives

thereof are having


Total


Corporation Limited

- 0.60 - - - -

0.60


recovered Total

- 0.60 36.25 - - - 36.85


paid




Corporation Limited

- 0.33

- - - - 0.33



paid Total

118.57 219.34 - - - - 337.91





Total

- 61.89 - - - 147.85 209.74

Remuneration to Key


J.S.Grewal 22.66

22.66

Atul Gupta

Remuneration to Key


Total

- - - - 22.66 - 22.66

OUTSTANDING AS ON MARCH 31, 2010

Receivable

Unsecured Loans









- - - - - 559.50 559.50


F-108


Company

Fellow

Subsidiary

Companies

Joint

Venture

of

Holding

Company

Individuals

owning directly

or indirectly

interest in voting

power that gives

them control

Key

Manageme

nt

Personnel

Enterprises over

which Key

Management

Personnel/Relatives

thereof are having


Total






Unsecured Loans Total - 723.72 - - - 2,876.10 3,599.82


unsecured loan)









- - - - - 18.36 18.36








- 15.55 - - - 95.28 110.83

Current Account

Receivables


Limited

-

-

7.38 - - -

7.38

Current Accounts Total - - 7.38 - - - 7.38

Security Deposits

Receivables


Security Deposits

Receivables Total

- 192.84 - - - - 192.84

Payable

Unsecured Loans


F-109


Company

Fellow

Subsidiary

Companies

Joint

Venture

of

Holding

Company

Individuals

owning directly

or indirectly

interest in voting

power that gives

them control

Key

Manageme

nt

Personnel

Enterprises over

which Key

Management

Personnel/Relatives

thereof are having


Total


Unsecured Loans Total - 216.10 - - - - 216.10


unsecured loan)





- 2.89 - - - 12.28 15.17

Current Account

Payables

-







Limited

- - 1.05 - - - 1.05

Current Account Total 67.20 123.92 1.05 - - - 192.17

Corporate Guarantee

Taken


Corporate Guarantee

Taken Total

4,000.00 - - - - - 4,000.00


F-110



Company

Fellow

Subsidiary

Companies

Joint

Venture of

Holding

Company

Individuals

owning directly or

indirectly interest

in voting power

that gives them

control

Key

Management

Personnel

Enterprises over

which Key

Management

Personnel/Relativ

es thereof are

having Significant

Influence

Total

FINANCE


Taken



Limited - 250.50 - - - -

250.50


Fortis Healthcare Limited - - - - - 1,277.10 1,277.10






Limited

- - 38.94 - - - 38.94


Taken Total

- 918.50 38.94 - - 14,991.60 15,949.04


Repaid



Limited - 246.00 - - - -

246.00








Limited

- - 38.94

- -

- 38.94


Repaid Total

- 914.00 38.94 - - 14,509.10 15,462.04


F-111


Company

Fellow

Subsidiary

Companies

Joint

Venture of

Holding

Company

Individuals

owning directly or

indirectly interest

in voting power

that gives them

control

Key

Management

Personnel

Enterprises over

which Key

Management

Personnel/Relativ

es thereof are

having Significant

Influence

Total



Corporate Deposits


Limited

-

8.07 - - - -

8.07


Fortis Healthcare Limited - - - - - 69.14 69.14






Limited

- - 0.29 -

-

- 0.29



- 17.91 0.29 - - 108.58 126.78


given








- - - - - 930.28 930.28





Limited

- - 79.46 - - - 79.46

Vistaar Religare Films Limited - - - - - 2.70 2.70

Vistaar Religare Media Ltd. - - - - - 101.30 101.30

Vistaar Religare Media Fund Trust - - - - - 31.00 31.00


Religare Voyages Limited - - - - - 2,346.02 2,346.02




- - - - - 1,276.00 1,276.00


F-112


Company

Fellow

Subsidiary

Companies

Joint

Venture of

Holding

Company

Individuals

owning directly or

indirectly interest

in voting power

that gives them

control

Key

Management

Personnel

Enterprises over

which Key

Management

Personnel/Relativ

es thereof are

having Significant

Influence

Total


given Total

- 8,171.56 79.46 - - 6,284.25 14,535.27


received back









- - - -

-

992.25 992.25



Limited

- - 140.96 - - - 140.96




Religare Voyages Limited - - - - - 2,065.80 2,065.80





received back Total

- 7,691.55 140.96 - - 6,466.99 14,299.50


Corporate Deposits









- - - -

-

9.14 9.14


- - - -

-

18.39 18.39


F-113


Company

Fellow

Subsidiary

Companies

Joint

Venture of

Holding

Company

Individuals

owning directly or

indirectly interest

in voting power

that gives them

control

Key

Management

Personnel

Enterprises over

which Key

Management

Personnel/Relativ

es thereof are

having Significant

Influence

Total


Limited

- - 0.99 - - - 0.99











- 52.21 0.99 - - 129.58 182.78

Receipt of Share

Application money


Receipt of Share

Application money Total

9433.30 - - - - - 9433.30

Premium/Claim

Reimbursement


Premium/Claim

Reimbursement Total

9.77 - - - - - 9.77

Recovery of Fringe Benefit

Tax


Recovery of Fringe Benefit

Tax Total

0.07 - - - - - 0.07


Broking Transactions Religare Securities Limited - 883,509.16 - - - - 883,509.16






Charges)




- 0.16 - - - - 0.16


F-114


Company

Fellow

Subsidiary

Companies

Joint

Venture of

Holding

Company

Individuals

owning directly or

indirectly interest

in voting power

that gives them

control

Key

Management

Personnel

Enterprises over

which Key

Management

Personnel/Relativ

es thereof are

having Significant

Influence

Total


Total

- 904,244.61 - - - - 904,244.61

Lease rentals



- - - -

-

0.49 0.49



Lease rentals Total 0.00 - - - - 0.61 0.61


other Companies









- 82.83 - - - - 82.83


by other Companies






Limited

- - 8.68 - - - 8.68



by other Companies Total

0.07 3.11 8.68 - - - 11.86

Other Expenses





Limited

- - 1.04 - - - 1.04


F-115


Company

Fellow

Subsidiary

Companies

Joint

Venture of

Holding

Company

Individuals

owning directly or

indirectly interest

in voting power

that gives them

control

Key

Management

Personnel

Enterprises over

which Key

Management

Personnel/Relativ

es thereof are

having Significant

Influence

Total

Rent / Security Deposits REL Infrafacilities Limited - 172.87 - - - - 172.87

Depository charges Religare Securities Limited - 0.21 - - - - 0.21

Income from referral fee Aegon Religare Life Insurance Company

Limited

- - - - - 42.62 42.62

Legal & Professional

services


Travelling expenses Religare Travels (India) Limited - - - - - 11.61 11.61

Income from Mutual fund

distribution


Limited

- - - - - 0.22 0.22

Other Expenses Total - 178.83 1.04 - - 65.58 245.45


recovered



recovered Total

- 4.11 - - - - 4.11


paid




paid Total

44.70 103.01 - - - - 147.71




Total

- - - - - 70.20 70.20

Remuneration to Key


J.S.Grewal - - - - 2.51 - 2.51

Atul Gupta - - - - 4.22 - 4.22

Remuneration to Key


Total

- - - - 6.73 - 6.73

Outstanding as on March

31, 2009

Receivable

Unsecured Loans



- 70.00 - - - - 70.00


F-116


Company

Fellow

Subsidiary

Companies

Joint

Venture of

Holding

Company

Individuals

owning directly or

indirectly interest

in voting power

that gives them

control

Key

Management

Personnel

Enterprises over

which Key

Management

Personnel/Relativ

es thereof are

having Significant

Influence

Total






- - - - - 3.55 3.55







Unsecured Loans Total - 578.27 - - - 670.87 1,249.14


unsecured loan)







- - - - - 0.34 0.34











- 6.38 - - - 28.02 34.40

Margin Money Receivables Religare Securities Limited - 2,039.19 - - - - 2,039.19

Margin Money Receivables

Total

- 2,039.19 - - - - 2,039.19

Current Acconts

Receivables


F-117


Company

Fellow

Subsidiary

Companies

Joint

Venture of

Holding

Company

Individuals

owning directly or

indirectly interest

in voting power

that gives them

control

Key

Management

Personnel

Enterprises over

which Key

Management

Personnel/Relativ

es thereof are

having Significant

Influence

Total






Limited

- - 7.55 - - - 7.55

Current Account Total 0.39 2.65 7.55 - - - 10.59

Lease Rental Receivable REL Infrafacilities Limited - 4.59 - - - - 4.59

Lease rentals Total - 4.59 - - - - 4.59

Security Deposits

Receivables


Security Deposits

Receivables Total

- 172.87 - - - - 172.87

Payable

Unsecured Loans



Limited

- 4.50 - -

-

- 4.50

Unsecured Loans Total - 4.50 - - - 1,350.00 1,354.50


unsecured loan)




- - - - - 2.35 2.35

Current Account Payables








Limited

- - 0.07 - - - 0.07

Current Account Payable

Total

5.24 385.72 0.07 - - - 391.03


F-118



Company

Fellow

Subsidiary

Companies

Joint

Venture of

Holding

Company

Individuals owning


interest in voting

power that gives

them control

Key

Managem

ent

Personnel

Enterprises over

which Key

Management

Personnel/Relatives

thereof are having

Significant

Influence

Total

FINANCE


Ranbaxy Holding Company - - - - - 1,836.00 1,836.00




Total

- - - - - 4,086.50 4,086.50


Repaid

Ranbaxy Holding Company - - - - - 1,836.00 1,836.00




Repaid Total

- - - - - 3,219.00 3,219.00


Corporate Deposits

Ranbaxy Holding Company - - - - - 11.15 11.15





- - - - - 68.85 68.85

Inter Corporate Deposits given







Limited(formerly known as

Religare Technova Limited)

- - - - - 119.80 119.80




Management Limited

- - 89.31 - - - 89.31


F-119


Company

Fellow

Subsidiary

Companies

Joint

Venture of

Holding

Company

Individuals owning


interest in voting

power that gives

them control

Key

Managem

ent

Personnel

Enterprises over

which Key

Management

Personnel/Relatives

thereof are having

Significant

Influence

Total


Inter Corporate Deposits given

Total

- 51,822.35 89.31 - - 709.80 52,621.46


received back



Religare Insurance Broking

Limited

- 141.81 - - - - 141.81







- - - -

-

169.98 169.98


Management Limited

- - 27.81 - - - 27.81



received back Total

- 51,696.54 27.81 - - 409.98 52,134.33


Corporate Deposits




Limited

- 5.02 - - - - 5.02









- - - -

-

10.54 10.54


Management Limited

- - 1.47 - - - 1.47


- - - - - 5.84 5.84


F-120


Company

Fellow

Subsidiary

Companies

Joint

Venture of

Holding

Company

Individuals owning


interest in voting

power that gives

them control

Key

Managem

ent

Personnel

Enterprises over

which Key

Management

Personnel/Relatives

thereof are having

Significant

Influence

Total



- 50.58 1.47 - - 16.38 68.43

Allotment of Shares

Religare Enterprises Limited

(Equity)

1,620.36 - - - - - 1,620.36

Religare Capital Market Limited

(Preference)

- - - -

-

- -

Allotment of Shares Total 1,620.36 - - - - - 1,620.36

Dividend Paid / Payable Equity - - - - - -


Dividend Paid / Payable Total 110.26 - - - - - 110.26

TRADING TRANSACTIONS

Broking Transactions Religare Securities Limited - 39,649.51 - - - - 39,649.51







Charges)


TRADING TRANSACTIONS

Total

- 40,071.71 - - - - 40,071.71

Balance Receivable



Brokerage Receivable Total - 212.41 - - - - 212.41

Balance Payable


Balance Payable Total - 211.79 - - - - 211.79

OTHER RECEIPTS AND

PAYMENTS

Interest Income

Atul Gupta - - - - 0.00 - 0.00

Interest Income Total

- - - - 0.00 - 0.00


F-121


Company

Fellow

Subsidiary

Companies

Joint

Venture of

Holding

Company

Individuals owning


interest in voting

power that gives

them control

Key

Managem

ent

Personnel

Enterprises over

which Key

Management

Personnel/Relatives

thereof are having

Significant

Influence

Total

Lease rentals



Management Limited

- 0.23 - - - - 0.23





- - - -

-

0.30 0.30


Limited

- 0.05 - - - - 0.05


Lease rentals Total 0.06 1.24 - - - 0.30 1.60


other Companies



Limited

- 0.08 - - - - 0.08




Management Limited

- 1.10 - - - - 1.10




- - - -

-

2.10 2.10



1.82 17.06 - - - 2.10 20.98


other Companies






Management Limited

- 4.91 5.55 - - - 10.46


Limited

- 0.06 - - - - 0.06




- - - - - 0.00 0.00


F-122


Company

Fellow

Subsidiary

Companies

Joint

Venture of

Holding

Company

Individuals owning


interest in voting

power that gives

them control

Key

Managem

ent

Personnel

Enterprises over

which Key

Management

Personnel/Relatives

thereof are having

Significant

Influence

Total



0.04 10.26 5.55 - - 0.00 15.85

Other Expenses


Rent / Security Deposits REL Infrafacilities Limited - 30.75 - - - - 30.75

Ranbaxy Laboratories Limited - - - - - 0.08 0.08

Depository charges Religare Securities Limited - 0.26 - - - - 0.26

Other Expenses Total - 31.49 - - - 0.08 31.57


recovered




recovered Total

0.64 0.37 - - - - 1.01




Total

8.82 - - - - - 8.82

Sale of Fixed Asset



Limited

- 0.93 - - - - 0.93


Religare AEGON Asset

Management Company Private

Limited

- - - - - 3.46 3.46


Management Limited

- 1.21 - - - 0.02 1.23


Sale of Fixed Asset Total 0.89 12.83 - - - 3.48 17.20





- - - - - 0.05 0.05

Purchase of Fixed Asset Total - - - - - 0.05 0.05

Remuneration to Key



F-123


Company

Fellow

Subsidiary

Companies

Joint

Venture of

Holding

Company

Individuals owning


interest in voting

power that gives

them control

Key

Managem

ent

Personnel

Enterprises over

which Key

Management

Personnel/Relatives

thereof are having

Significant

Influence

Total

J.S.Grewal - - - - 1.54 - 1.54

Atul Gupta - - - - 4.66 - 4.66

Remuneration to Key

Management Personnel Total

- - - - 6.20 - 6.20

OUTSTANDING AS ON

MARCH 31, 2008

Receivable

Unsecured Loans



Limited

- 22.95 - - - - 22.95






- - - - - 65.52 65.52



Management Limited

- - - - - 61.50 61.50

Unsecured Loans Total - 48.96 - - - 477.02 525.98


unsecured loan)




Limited

- 2.29 - - - - 2.29






- - - - - 1.27 1.27




- 20.03 - - - 13.74 33.77

Current Account Receivables



Limited

- 0.04 - - - - 0.04


F-124


Company

Fellow

Subsidiary

Companies

Joint

Venture of

Holding

Company

Individuals owning


interest in voting

power that gives

them control

Key

Managem

ent

Personnel

Enterprises over

which Key

Management

Personnel/Relatives

thereof are having

Significant

Influence

Total


Fortis Financial Services Limited - - - - - 3.29 3.29


Management Limited

- - - - - 0.20 0.20

Current Account Total - 2.76 - - - 3.49 6.25

Security Deposits Receivables


Security Deposits Receivables

Total

- 30.75 - - - - 30.75

Payable

Unsecured Loans


Unsecured Loans Total - - - - - 867.50 867.50

Payables (Interest on unsecured

loan)


Payables (Interest on unsecured

loan) Total

- - - - - 41.43 41.43

Current Account Payables




Current Account Total 6.87 18.77 - - - - 25.64

Dividend Payable


Dividend Payable Total 48.17 - - - - - 48.17


F-125

36 Other Notes

a. Assigned Loan portfolios

(` in million)


March 31,

2012

Year ended

March 31,

2011

Year ended

March 31,

2010

Total number of contracts assigned/sold 16 6 2

Book Value of contract assigned/sold 10,606.67 593.22 2,768.71

Sale consideration 10,606.67 626.20 2,768.71

Gain on assignment (amortised over the tenure of corresponding loan) - 32.98 101.28

Bank Deposit provided as collateral 1,480.89 54.02 159.56


Honorable Supreme Court has set aside the impugned judgment (s) of the Gujarat High Court on the question of assignment of

debt as an activity permissible under Banking Regulations Act, 1949.


Honourable Gujarat High Court held that assignment of debts by the banks is not permissible under the Banking Regulations Act,

1949, pending verdict of Supreme Court in the case of Kotak Mahindra Bank v/z Q.L. of APS Star Ind. Limited.

For the Financial year 2008-09 and 2007-08

The company did not assigned/sold any contract during the Financial Year ended on March 31, 2009 and March 31, 2008.

b i) Details of Open Interest in Equity/Commodity Index/Future Contracts

(` in million)

S.No. Particulars As at

March 31,

2012

As at

March 31,

2011

As at

March 31,

2010

As at

March 31,

2009

As at

March 31,

2008

1 Equity index / Stock futures and options

contracts

- 0.24 11,113.51 25,511.47 -

2 Commodity futures. - - - - 6.61

ii) Margin Deposits on Equity Derivative Contracts

(` in million)

S.No. Particulars As at

March 31,

2012

As at

March 31,

2011

As at

March 31,

2010

As at

March 31,

2009

As at

March 31,

2008

1 Margin deposit on Equity Derivative

Instrument contracts paid in Cash.

- - - 1,248.70 750.90

2 Initial margin deposit on Equity Derivative

Instrument contracts inform of assignment

of FDR‟s to the exchanges.

649.00 799.90 1,679.70 - -

iii) Derivative instruments outstanding as at March 31, 2012

(` in million)

Currency Amount

(Foreign currency)

Buy/Sell Amount

Forward exchange Contracts(net)

USD/INR 41.63 Buy 2,193.75


F-126

Total forward premium agreed for entering the forward exchange contracts for the purpose of hedging foreign currency exposure

over the tenure of contracts is ` 211.54 million (previous year ` Nil).Premium charged to profit and loss account during the year is `

120.83 million (previous year ` Nil).

(` in million)

Commodity

Security Name Quantity

(Lots)

Buy/Sell Amount

GOLD F 050412 1,900 Sell 53.26

GOLD F 050612 3,300 Sell 94.11

GOLDM F 040412 14,880 Sell 417.23

GOLDM F 050512 3,930 Sell 111.36

GOLDPETAL F 300412 98 Sell 0.28

SILVER F 050512 8,970 Sell 509.41

SILVERM F 300412 660 Buy 37.49

SILVERMIC F 300412 21 Sell 1.19

CASTORSEED F 180512 800 Sell 2.84

CASTORSEED F 200412 2,000 Sell 7.00

COCUDAKL F 180512 35,700 Sell 50.84

COCUDAKL F 200412 30,900 Sell 42.73

COCUDAKL F 200612 3,500 Sell 5.11

JEERAUNJHA F 180512 660 Sell 8.10



RMSEED F 180512 18,600 Sell 73.01

RMSEED F 200412 8,300 Buy 32.10

SYBEANIDR F 180512 6,000 Sell 18.82

SYBEANIDR F 200412 9,600 Sell 29.62

Total 1,504.47

c

Repo Transactions (in face value terms)

(` in million)

Particulars Outstanding During the year Outstanding

as at

Securities Sold under Repo Min Max Daily

Average

March 31

2012

(i) Corporate Debt securities 198.21 909.87 76.91 868.26

d. Disclosure of details as required by Para 5 of Reserve Bank of India Circular No. DNBS (PD), CC. No. 125/03.05.002/2008-09,

dated 01-08-2008

i. Capital to Risk Assets Ratio (“CRAR”)

(` in million)

Sr.

No.

Items As at

March 31,

2012

As at

March 31,

2011

As at

March 31,

2010

As at

March 31,

2009

As at

March 31,

2008

(i) CRAR (%) 19.65 16.16 21.67 64.27 18.90

(ii) CRAR - (Tier I Capital (%) 14.60 14.88 21.67 63.82 18.71

(iii) CRAR - (Tier II Capital (%) 5.05 1.28 - 0.44 0.19


F-127

ii. Exposure to Real Estate Sector

(` in million)

Category As at

March 31,

2012

As at

March 31,

2011

As at

March 31,

2010

As at

March 31,

2009

As at

March 31,

2008

(a) Direct

Exposures

(i) Residential Mortgages:-

(a) Individuals housing loans upto `15 lacs 423.85 444.72 13.65 0.96 -

(b) Individuals housing loans more than `15

lacs

23,637.67 18,072.25 5,146.90 682.52 457.26

(ii) Commercial Real Estate 36,310.86 16,864.16 3,975.83 1,722.24 1,690.00

(iii) Investments in Mortgage Backed Securities

(MBS) and other Securitised exposures

(a) Residential - - - - -

(b) Commercial Real Estate. - - - - -

(b) Indirect Exposures

Fund based and non fund based exposures

on National Housing Bank(NHB) and

Housing Finance Companies(HFCs)

Refer Note

1 below

Refer Note

1 below

- - -


1. The company has indirect exposure in Subsidiary by way of:

a) Acquisition of 34,998,250 equity shares of the book value of ` 973.34 million in Religare Housing Development

Finance Corporation Limited (RHDFCL) (formerly known as Maharishi Housing Development Finance Corporation

Limited) from Religare Enterprises Limited (REL) (the „Holding Company‟) w.e.f. December 3, 2010.

b) Inter Corporate Loans including interest receivable thereon due as at March 31, 2012 is ` 369.97 million (as at March

31, 2011, ` 229.38 million)


F-128

iii. Maturity pattern of certain items of assets and liabilities (At book Value)


(` in million)

Particulars 1 day to

30/31 days

Over 1

Month to

2 Month

Over 2

Month to 3

Month

Over 3

months to 6

months

Over 6

months to

one year

Over 1 year to

3years

Over 3

years to

five years

Over 5

years

Total

Liabilities

Borrowing from Banks 11,788.29 611.36 4,477.54 11,887.41 9,018.55 29,435.66 8,795.76 1,300.00 77,314.57

Market Borrowings ^ 2,957.85 3,503.60 22,212.47 2,920.43 1,364.27 5,957.62 4,443.43 2,178.00 45,537.67

Assets

Advances (Loan Book)(Gross) 5,513.66 4,125.79 8,285.51 18,313.92 27,629.28 31,175.51 12,465.87 18,226.44 1,25,735.98

Investments (net of provisions) - - - 109.71 1,200.00 - - 1,912.84 3,222.55

^ Secured Compulsorily Convertible Debentures ("CCDs") aggregating to `1,500 million has not been considered as part of Market borrowings, these debentures are due for

conversion on May 30' 2016.


(` in million)


30/31 days

Over 1

Month to

2 Month

Over 2

Month to 3

Month

Over 3

months to 6

months

Over 6

months to

one year

Over 1 year to

3years

Over 3

years to

five years

Over 5

years

Total

Liabilities

Borrowing from Banks 2,240.80 115.90 799.20 3,156.00 8,109.10 25,480.60 2,542.01 - 42,443.61

Market Borrowings 9,334.38 5,602.23 15,187.64 6,922.85 5,174.96 3,340.00 1,303.00 800.00 47,665.06

Assets

Advances (Loan Book)(Gross) 5,495.65 4,719.31 6,656.37 8,566.61 24,316.51 18,884.53 4,419.52 16,610.75 89,669.25

Investments (net of provisions) - - - - - 483.48 - 1,058.34 1,541.82


(` in million)


30/31 days

Over 1

Month to 2

Month

Over 2

Month to

3 Month

Over 3

months to 6

months

Over 6

months to

one year

Over 1 year

to 3years

Over 3

years to

five years

Over 5

years

Total

Liabilities

Borrowing from Banks * 168.76 41.67 141.67 350.00 700.00 4,075.00 - - 5,477.10

Market Borrowings 6,385.26 1,100.00 5,150.00 8,870.00 12,276.10 3,840.00 - - 37,621.36


F-129

(` in million)


30/31 days

Over 1

Month to 2

Month

Over 2

Month to

3 Month

Over 3

months to 6

months

Over 6

months to

one year

Over 1 year

to 3years

Over 3

years to

five years

Over 5

years

Total

Assets

Advances (Loan Book)** 1,609.66 702.33 3,024.05 9,086.34 13,366.97 7,487.52 1,596.92 3,886.31 40,760.10

Investments (net of provisions) 4,870.00 - - - - 488.25 - - 5,358.25

For Financial year 2008-09

(` in million)


30/31 days

Over 1

Month to 2

Month

Over 2

Month to

3 Month

Over 3

months to 6

months

Over 6

months to

one year

Over 1 year

to 3years

Over 3

years to

five years

Over 5

years

Total

Liabilities

Borrowing from Banks * - - - - 395.03 - - - 395.03

Market Borrowings 1,752.06 - - 2,450.00 1,859.21 - - - 6,061.27

Assets

Advances (Loan Book)** 700.00 700.00 750.00 5,333.20 6,315.90 2,008.20 1,208.00 5.00 17,020.40

Investments (net of provisions) - - - - - 881.72 - - 881.72

*Excluding Compulsorily Convertible Debentures

**Net of Provisions


F-130

e) Other Notes

As required in terms of Paragraph 13 of Non-Banking Financial (Non Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007

(` in million)

Particulars

As at March 31,

2012 2011 2010 2009 2008

Liabilities Side:

Amount

Outstanding

Amount

Overdue

Amount

Outstanding

Amount

Overdue

Amount

Outstanding

Amount

Overdue

Amount

Outstanding

Amount

Overdue

Amount

Outstanding

Amount

Overdue

1)

Loans and Advances

availed by the NBFCs

inclusive of interest

accrued thereon but

not paid:

a)

Debentures: Secured

17,464.53

- 9,813.00

- 4,500.00

-

-

-

-

-

Unsecured (other than

falling within the

meaning of Public

deposits)

3,528.00

-

800.00

- 6,170.00

- 2,750.00

- 14,000.00

-

b)

Deferred Credits

-

-

-

-

-

-

-

-

-

-

c)

Term Loans

55,886.98 - 34,693.61

- 5,475.00

-

-

-

-

-

d) Inter-Corporate loans

and borrowings

1,120.00

- 3,120.74

- 216.10

- 2,464.50

- 867.50

-

e) Commercial Paper

24,925.14 - 33,902.81

- 26,432.77

- 1,844.71

- 995.00

-

f) Other Loans (specify

nature) -

-

-

-

-

-

-

-

a) Working Capital

Loan from Banks

21,347.64 - 7,750.00

- 2.10

- 395.03

-

-

-

b) Interest accrued and

due on Unsecured

Loans

79.95 - 28.51

- 15.26

- 2.06

- 1,091.25 0.00


F-131


2012 2011 2010 2009 2008

Assets Side: Amount Outstanding Amount Outstanding Amount Outstanding Amount Outstanding Amount Outstanding

2)

Break-up of Loans

and Advances

including bills

receivables (other

than those included in

(4) below):

a) Secured 1,08,368.26 72,938.08 23,543.09 6,478.50 9,176.06

b) Unsecured 17,367.72 16,731.19 17,312.82 12,230.36 6,977.66

3)

Break-up of Leased

Assets and stock on

hire and other assets

counting towards

AFC activities

Amount Outstanding Amount Outstanding Amount Outstanding Amount Outstanding Amount Outstanding

i)

Lease assets including

lease rentals under

sundry debtors:

a) Financial Lease - - - - -

b) Operating Lease

48.84 61.37 64.86 3.20 2.48

ii)

Stock on hire including

hire charges under

sundry debtors:

-

-

-

-

-

a) Assets on hire - - - - -

b) Repossessed Assets

-

-

-

-

-

iii)

Hypothecation loans

counting towards AFC

activities

-

-

-

-

-

a) Loans where assets

have been repossessed

-

-

-

-

-

b) Loans other than (a)

above - - - - -


F-132


2012 2011 2010 2009 2008

4) Break-up of

Investments: Amount Outstanding Amount Outstanding Amount Outstanding Amount Outstanding Amount Outstanding

Current Investments:

1 Quoted:

4,770.00

i) Shares:

a) Equity

-

- - -

b) Preference

-

-

ii) Debentures and

Bonds

-

- - - -

iii) Units of mutual

funds

-

- 4,770.00 - -

iv) Government

Securities

-

- - - -

v) Others

-

- - - -

2 Unquoted: 109.71

- - - 1,850.16

i) Shares:

a) Equity

-

- - - -

b) Preference 109.71

- - - -

ii) Debentures and

Bonds

-

- - - -


funds

-

- - - 1,850.16

iv) Government

Securities

-

- - - -

v) Others

-

- - - -

Long Term

Investments:

1 Quoted: 1,476.14 300.72 215.72 719.22 215.72

i) Shares: a)Equity 276.14 300.72 215.72 719.22 215.72

b)Preference - - - - -

ii) Debentures and

Bonds

1,200.00

- - - -


F-133


2012 2011 2010 2009 2008

Amount Outstanding Amount Outstanding Amount Outstanding Amount Outstanding Amount Outstanding


funds

-

- - - -

iv) Government

Securities

-

- - - -

v) Others

-

- - - -

2 Unquoted: 2,901.58 1,270.88 372.54 162.50 22.50

i) Shares: a)Equity - 1,048.34 - - -

b)Preference

1,048.34

- - - -

ii) Debentures and

Bonds

-

- - - -


funds

-

- - - -

iv) Government

Securities

-

- - - -

v) Others (investment

in Art, Media Fund,

PMS and Gold Coin)

1,853.24 222.54 372.54 162.50 22.50

5)

Borrower group-wise

classification of all

leased assets, stock-

on-hire and loans and

advances:

Category Amount net of

Provisions

Amount net of

Provisions

Amount net of

Provisions

Amount net of

Provisions

Amount net of

Provisions

Secured Unsecured Secured Unsecured Secured Unsecured Secured Unsecured Secured Unsecured

1 Related Parties

a)Subsidiaries -

369.97 - 229.38

-

-

-

-

-

-

b) Companies in the

same group - 356.91 - 931.51 60.70 723.71

- 1,249.10

- 176.03

c) Other related parties

8,242.70 - 3,149.88

- 2,876.10

-

-

-

-


F-134


2012 2011 2010 2009 2008

Amount net of

Provisions Amount net of Provisions Amount net of Provisions Amount net of Provisions Amount net of Provisions

2 Other than related

parties 1,07,292.77 8,309.90 72,445.74 12,351.92 23,452.37 13,617.21 6,388.80 10,977.70 9,175.75 5,873.57

Total 1,07,292.77 17,279.48 72,445.74 16,662.69 23,513.07 17,217.02 6,388.80 12,226.80 9,175.75 6,049.60

6) Investor group-wise classification of all investments (current and long term) in shares and securities (both quoted and unquoted):

Category

Market

Value/Brea

k-up or fair

value or

NAV

Book

Value(Net

of

Provisions)

Market

Value/Break-

up or fair

value or

NAV

Book

Value

(Net of

Provisions)

Market

Value/Brea

k-up or

fair value

or NAV

Book Value

(Net of

Provisions)

Market

Value/Break

-up or fair

value or

NAV

Book

Value (Net

of

Provisions)

Market

Value/Brea

k-up or fair

value or

NAV

Book

Value(Net

of

Provisions)

1 Related Parties

(a)Subsidiaries 973.34 973.34 973.34 973.34

-

-

-

-

-

-

(b) Companies in the

same group

-

-

- 220.50 220.50

-

-

-

-

(c) Other related parties

-

-

-

-

-

-

-

-

-

2 Other than related

parties 2,174.98 2,249.21 525.64 568.48 317.76 5,135.75 530.28 881.72

- 2,088.38

Total 3,148.32 3,222.55 1,498.98 1,541.82 538.26 5,356.25 530.28 881.72 - 2088.38

7) Other information

Particulars Amount Amount Amount Amount Amount

(i) Gross Non-Performing

Assets

(a) Related parties - - - - -

(b) Other than related

parties 1,067.45 86.21 144.72 209.90 38.33

(ii) Net Non-Performing

Assets

(a) Related parties - -

-

- -

(b) Other than related

parties 645.61 17.71 48.93 116.70 2.89

(iii) Assets acquired in

satisfaction of debt 198.60 198.60 198.60 198.60 -

Note: - The above figures are produced as per the Audited Financials of respective years filed with the RBI.


F-135

36 Other Notes

f. Employee Stock Option Scheme (ESOSs)

(i) Religare Finvest Limited Stock Option Scheme, 2010

(` in million)

Type of Scheme ESOP Scheme 2010 (Series-I) ESOP Scheme 2010(Series-II)

Date of grant December 29, 2010 October 3, 2011

Number Granted 14,775,000 14,775,000

Contractual Life 3 yrs 3 yrs

Vesting Conditions 33% on expiry of 12 months from Grant Date 33% on expiry of 12 months from Grant Date

33% on expiry of 24 months from Grant Date 33% on expiry of 24 months from Grant Date


Method of Option

Valuation

Black Scholes Option Pricing Method Black Scholes Option Pricing Method

Exercise Price 145 156

Estimated fair value

of share granted

145 156


Scheme No. of Options

outstanding as

on April 1,

2011

Issued

During the

period/ year

Cancellation

of Options

due to

resignations

Options

Exercised

Number of

Options

outstanding as

on March 31,

2012

Exercisable

as at March

31, 2012

Scheme 2010

13,310,000

1,475,000

1,823,000

-

12,962,000

3,879,150

Total

13,310,000

1,475,000

1,823,000

-

12,962,000

3,879,150


Scheme No. of Options

outstanding as

on April 1, 2010

Issued

During the

period/ year

Cancellation

of Options

due to

resignations

Options

Exercised

Number of

Options

outstanding as

on March 31,

2011

Exercisable

as at March

31, 2011

Scheme 2010 - 14,775,000 1,465,000 - 13,310,000 -

TOTAL - 14,775,000 1,465,000 - 13,310,000 -

As the fair value of the shares at the date of grant of Options is equals to the exercise price no amount has been charged to the

Profit and Loss Account.


F-136

(ii) Religare Enterprises Limited Employee Stock Option Scheme 2006(Tranche-I & Tranche-II)

Type of Scheme ESOP Scheme 2006

Tranche –I Tranche -II

Date of grant November 15, 2006 November 17, 2007

Number Granted 2,000,000 125,000

Vesting Schedule 33% on expiry of 12 months from Grant Date 33% on expiry of 12 months from Grant Date



Method of Option

Valuation

Black Scholes Option Pricing Method Black Scholes Option Pricing Method

Exercise Price 140 140

Estimated fair value of

share granted

111.47 185

No. Of Options allotted to

employees of the

Company

172,800 35,000

Employee Compensation Cost is accounted for as per intrinsic value method by amortizing the excess of fair market value over

the exercise price per share over the vesting period.

Details of Employee Compensation Cost charged off to the Profit & Loss Account are as under:

(` in million)

Particulars Year Ended

March 31,

2012

Year Ended

March 31,

2011

Year Ended

March 31,

2010

Year Ended

March 31,

2009

Year Ended

March 31,

2008

ESOP Scheme 2006

Tranche-I & Tranche-II

- - 0.24 0.73 0.35

The aggregate numbers of above options allocated to the employees of the Company and outstanding is as under:

g. Employee Stock Appreciation Right Scheme (SAR)

Religare Enterprises Limited Employee Stock Appreciation Rights (SAR) Scheme 2007, was made effective from November 17,

2007. The Vesting of Stock Appreciation Rights (SARs) were due on April 1, 2008; April 1, 2009 and April 1, 2010, As at

September 30, 2011/March 31, 2011, no rights were pending for exercise under the Scheme. The Company accounted for

employee compensation cost for SARs allocated to the employees of the Company by amortising the excess of purchase price per

share over the exercise price per share over the period.

Employee compensation cost for SARs charged/ (credited) off the statement of Profit and Loss Account is as below:-

. (` in million)


2012 2011 2010 2009 2008

Employee compensation cost for SARs - (1.19) 2.03 6.65 -

Particulars As at

March 31, 2012

As at

March 31, 2011

As at

March 31, 2010

As at

March 31, 2009

As at

March 31, 2008

ESOP Scheme 2006

Tranche-I & Tranche-II - 65,300 85,252 1,49,162 1,47,926


F-137

Number of SARs allocated and outstanding (net of transfers/ cancellations):


2012 2011 2010 2009 2008

Stock Appreciation Rights (SARs) - - 13,813 21,566 -

Advance given by the Company to the Religare Employee SAR Trust:

(` in million)


2012 2011 2010 2009 2008

Stock Appreciation Rights (SARs) - - 6.96 11.95 -


h. The Company has got registration with Insurance Regulatory Development Authority (IRDA) as a Corporate agent vide license

no. ARL 9009278 dated February 24, 2012.This license authorises the company to procure and solicit insurance business of one

life insurer.

i. The company have 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 compliance and corporate and

secretarial affairs, customer support services, etc. The service 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 ended

March 31, 2012 is ` 269.16 million.

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

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

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

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

d. 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

e. 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.

k. There is no other information apart from the information already disclosed above required to be disclosed pursuant to the

relevant clauses of New Schedule VI as inserted to Companies Act by the Notification No.S.O. 447(E), Dated 28-2-2011 (As

amended by Notification No. F.NO. 2/6/2008-CL-V, Dated 30-3-2011).

l. There are no transactions for the year ended March 31, 2012 with Micro, Small and Medium enterprises and as such is no

balance outstanding as at March 31, 2012, March 31, 2011, March 31, 2010, March 31, 2009 and March 31, 2008.

m. The Company has disbursed loans against mortgage of properties , and the borrowers have assigned lease rentals receivable

from the said properties towards repayment of EMIs/instalments .The borrowers have opened Escrow accounts with certain

banks under lien to the Company. The aforesaid escrow accounts do not form part of these financial statements.

n. The Company presents its audited financial statements in Rupees; however the same has been presented in the summary

statements in Rupees millions rounded to two decimal places.


F-138

37 Previous Years Figures

The Financial Statements for the year ended March 31, 2011, March 31, 2010, March 31, 2009 and March 31, 2008 had been

prepared as per the applicable, pre-revised Schedule VI to the Companies Act, 1956. Consequent to the notification of Revised

Schedule VI under the Companies Act, 1956, the Financial Statements for the year ended March 31, 2012 are prepared as per

Revised Schedule VI. Accordingly, the previous year‟s figures have also been regrouped, re-arranged and reclassified wherever

necessary to conform to current year‟s classification. The adoption of Revised Schedule VI for previous year‟s figures does not

impact recognition and measurement principles followed for preparation of financial statements except for accounting for

dividend on investments in subsidiaries.


F-139

Annexure-V

Statement of Accounting Ratios

Calculation of Return on Net Worth (RONW)

(` in million)


IV

As at March 31,

2012 2011 2010 2009 2008

Net Profit After Tax 1,378.23 1,147.75 1,028.22 460.39 357.01

Net Worth

Share Capital 3 2,312.39 1,733.22 1,703.22 1,199.07 1,199.07

Share Application money - - - 9,433.00 -

Reserves and Surplus 4 18,493.26 14,368.11 12,953.53 2,794.82 2,334.43

Intangible assets and Deferred

tax asset (gross) (555.23) (345.05) (120.87) (50.19) (19.96)

Net Worth as at the end of

financial year (refer Note 1) 20,250.42 15,756.28 14,535.88 13,376.70 3,513.54

Return on Net Worth(%) =

Net Profit After Tax * 100

Net Worth

6.81% 7.28% 7.07% 3.44% 10.16%

Calculation of Net Asset Value (NAV) per Equity Share

(` in million)


IV

As at March 31,

2012 2011 2010 2009 2008

Net Worth

Share Capital 3 2,312.39 1,733.22 1,703.22 1,199.07 1,199.07

Share Application money - - - 9,433.00 -

Reserves And Surplus 4 18,493.26 14,368.11 12,953.53 2,794.82 2,334.43

Intangible assets and Deferred

tax asset (gross) (555.23) (345.05) (120.87) (50.19) (19.96)

Net Asset Value

(refer Note 1) 20,250.42 15,756.28 14,535.88 13,376.70 3,513.54

Number of Equity shares

outstanding as at end of

the year 173,322,187 173,322,137 170,322,137 119,907,137 119,907,137

Net Asset Value per Equity

Share (`) =

Net Asset Value * 100

Number of Equity Shares

116.84 90.91 85.34 111.56 29.30

Note :-

Since the Company is registered as Non-Banking Financial Company (NBFC), Intangible assets and deferred tax asset (gross) /

(deferred tax asset (net) (for FY 2011-12)) has been deducted in calculating the Net worth and Net Asset Value as required by NBFC

guidelines for net worth calculation.


F-140

Annexure-VI

Capitalisation Statement

(` in million)


Pre-Issue

Debt

Short Term (Refer Note 1) 50,672.73

Long Term (Refer Note 2) 73,679.50

Total Debt 1,24,352.23

Shareholders’ Funds

Share Capital 2,312.39

Reserves and Surplus 18,493.26

Total Shareholders’ Funds 20,805.65

Long Term Debt/Equity Ratio(Number of Times) = Long Term Debt___

Shareholders’ Funds

3.54

Debt/Equity Ratio (Number of Times) = ___Debt______

Total Shareholders’ Funds

5.98

Note:-

1. Short Term Debt includes ` 50,592.78 million for Short Term Borrowings (refer Note 8) and ` 79.95 million for Interest accrued

and due on Secured Loans (refer Note 10 (c) – Other Current Liabilities).

2. Long Term Debt includes ` 53,610.47 million for Long Term Borrowings (refer Note 5), ` 4,913.48 million for Current

maturities of long term Debentures and ` 15,155.55 million for Current maturities of Long Term Loan from Banks (refer Note

10 (a) - Other Current Liabilities).


F-141

Annexure VII

Statement of Dividends Declared

(` in million)

Class of Shares FV of Share

(Rupees)


2012 2011 2010 2009 2008

Equity Dividend

Equity Share Capital (as at year end) 10 1,733.22 1,733.22 1,703.22 1,199.07 1,199.07

Date of declaration of interim dividend

and Rate of interim dividend

28-Mar-11 15% 15-Mar-10 22.50% 29-Sep-07

4-Jan-08

5%

2%

Date of declaration of interim dividend

and amount of interim dividend

28-Mar-11 259.98 15-Mar-10 383.23 29-Sep-07

4-Jan-08

43.75

18.34

Aggregate amount of Equity Dividend

(interim)

259.98 383.23 - 62.09

Date of declaration of final dividend

and Rate of final dividend

01-Jun-12 55% - - - 26-Jun-08 5%

Aggregate amount of Equity Dividend

(final)

953.27 - - - 48.17

Preference Dividend

Compulsorily Convertible Preference

Share Capital (as at year end) 10 466.67 - - - -


on Compulsorily Convertible

Preference Shares and Rate of final

dividend

01-Jun-12 0.01% 0% 0% 0% 0%

Aggregate amount of dividend on

Compulsorily Convertible Preference

Shares

29.39 - - - -

1% Non Convertible Cumulative

Redeemable Preference Share Capital

(as at year end)

10 112.50 - - - -


on Compulsorily Convertible

Preference Shares and Rate of final

dividend

13-Mar-12 1.00% - - - -

Aggregate amount of Preference

Dividend

1.19 - - - -

Total Dividend 983.85 259.98 383.23 - 110.26

Amount of Dividend Distribution Tax 159.61 43.19 65.13 - 18.74

Note:

1. The rate of dividend declared on the respective date(s) relates to the paid up capital on such date(s).

2. The interim dividend declared in each of the year is the Final Dividend for the respective years except for the year ended March 31, 2008 when final dividend was separately declared.

A-4

The Board of Directors,

Auditors’ Report

Religare Housing Development Finance Corporation Limited,

D3, P3B, District Centre, Saket,

New Delhi, 110017

Auditors’ Report in connection with the Public Offer of Non-Convertible Debentures (“NCD”) of


Dear Sirs,

1. This report is produced in accordance with the terms of our agreement dated August 23, 2012

2. The accompanying financial information (Financial Information) of Religare Housing

Development Finance Corporation Limited (hereinafter referred to as the

“Company”)(comprising Section A – Unconsolidated Financial Information and Section B-

Other Unconsolidated Financial Information), which has been prepared by the Management

of the Company in accordance with the requirements of paragraph B (1) of Part II of Schedule

II to the Companies Act, 1956 (hereinafter referred to as the “Act”) and the Securities and

Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 (hereinafter

referred to as the “Regulations”) issued by the Securities and Exchange Board of India

(hereinafter referred to as “SEBI”), as amended from time to time in pursuance of Section 30

of the Securities and Exchange Board of India Act, 1992 and initialed by us for identification

purposes only . For our examination, we have placed reliance on the audited standalone

financial statements of the Company for the years ended March 31, 2012 and 2011 on which

we have expressed unmodified audit opinions in our reports dated May 24, 2012 and June 10,

2011 respectively.

Managements’ responsibilities

3. The preparation of the Standalone Financial Information, which is to be included in the Draft

Prospectus and the Prospectus, is the responsibility of the Management of the Company and

has been approved by the Board of Directors (hereinafter referred to as “the Board” ) by

circular resolution dated August 27, 2012. The Board is responsible for identifying and

ensuring that the Company complies with the laws and regulations applicable to its activities.

The Board is also responsible for regrouping / reclassifying the Financial Information to

correct material regroupings / reclassifications.

Auditors’ Responsibilities

4. Our work has been carried out in accordance with Standard on Auditing (SA) 810 –

Engagements to Report On Summary Financial Statements and as per the Guidance Note on

Reports in Company Prospectuses (Revised) issued by the Institute of Chartered Accountants

of India and pursuant to the requirements of Schedule II of the Act. Our work was performed

solely to assist you in meeting your responsibilities in relation to your compliance with the Act

and the Regulations in connection with the proposed Public Offer of NCD. Our obligations in

respect of this report are entirely separate from, and our responsibility and liability is in no

way changed by, any other role we may have (or may have had) as auditors of the Company or

otherwise. Nothing in this report, nor anything said or done in the course of or in connection

A-5

with the services that are the subject of this report, will extend any duty of care we may have

in our capacity as auditors of any financial statements of the Company.

A. Unconsolidated Financial Information as per audited standalone financial

statements:

5. We have examined the following summarized financial statements of the Company contained

in Standalone Financial Information of the Company:

a) the “Statement of Assets and Liabilities and supporting schedules(Unconsolidated)” as at

March 31, 2012 and 2011 (Enclosed as Annexure I to the Financial Information );

b) the “Statement of Profit and Loss (Unconsolidated) and supporting schedules” for the

years ended March 31, 2012 and 2011 (Enclosed as Annexure II to the Financial

Information); and

c) the “Statement s of Cash Flow (Unconsolidated)” for the years ended March 31, 2012 and

2011 (Enclosed as Annexure III to the Financial Information)

together referred to as “Summary Statements”

6. The Summary Statements have been derived from the audited standalone financial statements

of the Company as at and for the years ended March 31, 2012 and 2011.

7. We draw your attention to the following :

a) the Summary Statements have to be read in conjunction with the significant accounting

policies and other notes given in Annexure IV;

b) the figures of earlier years have been regrouped wherever necessary, to conform to the

classification adopted for the Summary Statements as at/for the year ended March 31,

2011;

c) The Summary Statements do not contain all the disclosures required by the Accounting

Standards referred to in sub-section (3C) of section 211 of the Act. Reading the summary

statements, therefore, is not a substitute for reading the audited financial statements of

the Company.

8. We have not audited any financial statements of the Company as of any date or for any period

subsequent to March 31, 2012. Accordingly, we do not express opinion on the financial

position, results or cash flows of the Company as of any date or for any period subsequent to

March 31, 2012.

B. Other Unconsolidated Financial Information:

9. At the Company’s request, we have also examined the following Other Unconsolidated

Financial Information relating to the Company as at and for the years ended March 31, 2012

and 2011, proposed to be included in the Draft Prospectus and the Prospectus, prepared by

the Management of the Company and approved by the Board and annexed to this Financial

Information:

i) Statement of Accounting Ratios (Enclosed as Annexure V to the Financial

Information.

A-6

Opinion

10. In our opinion

i) the Summary Statements derived from the audited financial statements of the

Company for the years ended March 31, 2012 and 2011, as mentioned in Section A,

are a fair summary of those financial statements;

ii) the Other Unconsolidated Financial Information as mentioned in Section B have been

prepared in accordance with Paragraph B(i) of Part II of Schedule II to the Act and

the Regulations

11. This report should not be in anyway construed as a re-issuance or re-dating of any of the

previous audit reports issued by us, nor should this report be construed as a new opinion on

any of the Financial Information referred to herein.

12. We have no responsibility to update our report for events and circumstances occurring after

the date of the report for the financial position, results of operations or cash flows of the

Company as of any date or for any period subsequent to March 31, 2012.

Restriction of Use

13. This report is addressed to and is provided to enable the Board of Directors of the Company to

include this report in the Draft prospectus and the Prospectus prepared in connection with

the filing of an offer document for a proposed public issue of NCD by the Company with BSE

Limited (BSE), National Stock Exchange of India Limited, the SEBI and the Registrar of

Companies, N.C.T. of Delhi and Haryana. This report is not issued in connection with the sale

of securities in the United States of America. Our work and findings shall in no way constitute

advice or recommendations (and we accept no liability in relation to any advice or

recommendations) regarding any commercial decisions associated with the issue of NCD.

For Price Waterhouse & Co.

Firm Registration Number:304026E

Chartered Accountants

Partha Ghosh

Place: Mumbai Partner

Date: August 27, 2012 Membership Number: F55913

F-142

RELIGARE HOUSING DEVELOPMENT FINANCE CORPORATION LIMITED

STATEMENT OF ASSETS AND LIABILITIES

Annexure I

(` in million)

Particulars Annexure-IV

As At

March 31, 2012

As At

March 31, 2011


A) Shareholders' Funds

Share Capital

3 399.98 399.98

Reserves and Surplus 4 771.68 688.10

B) Non - Current Liabilities

Long - Term Borrowings 5

291.43

-

Other Long Term Liabilities 6 0.22 0.05

Long - Term Provisions 7 19.88 12.45

C) Current Liabilities

Short - Term Borrowings 8 1,188.30 1,211.00

Trade Payables 9 6.35 14.63

Other Current Liabilities 10 101.48 14.61

Short - Term Provisions 11 28.06 12.01

D) TOTAL (A+B+C) 2,807.38 2,352.83

ASSETS

E) Non - Current Assets

Fixed Assets

Tangible Assets 12 0.97 0.17

Intangible Assets 13 0.07 0.09

Deferred Tax Asset (Net) 14 15.48 8.13

Long - Term Loans and Advances 15 2,477.68 2,013.51

Other Non - Current Assets 16 0.34 1.60

F) Current Assets

Cash and Bank Balances 17 49.24 57.93

Short - Term Loans and Advances 18 262.27 270.54

Other Current Assets 19 1.33 0.86

G) TOTAL (E+F) 2,807.38 2,352.83

Overview and Significant Accounting Policies 1 & 2

F-143


STATEMENT OF PROFIT AND LOSS

Annexure-II

(` in million)

Particulars Annexure-

IV

Year Ended

March 31,2012

Year Ended

March

31,2011

Revenue

Revenue from Operations

20 334.61 193.99

Other Income

21 13.87 8.33

Total Revenue

348.48 202.32

Expenses

Employee Benefits Expense

22 21.47 31.62

Finance Costs

23 172.77 48.28

Depreciation and Amortization Expense 24 0.14 0.04

Other Expenses

25 40.63 30.46

Total Expenses

235.01 110.40

Profit before Tax

113.47 91.92

Tax Expense

-Current Tax

36.85 29.27

-Deferred Tax

(7.35) (4.43)

Taxes for earlier Years

0.40 (2.29)

Profit for the year

83.57 69.37

Earnings per Equity Share

26

Basic

2.09

1.73

Diluted

2.09

1.73

Overview and Significant Accounting Policies

1 & 2

F-144

` RELIGARE HOUSING DEVELOPMENT FINANCE CORPORATION LIMITED

STATEMENT OF CASH FLOW

Annexure-III (` in million)

Particulars

Year Ended

March 31, 2012

Year Ended

March 31, 2011

A Cash Flow from Operating Activities:

Profit Before Tax 113.47 91.92

Adjustments for:

Depreciation 0.14 0.04

Provision against Standard Assets and Non-Performing Assets (Refer Note 27) 29.96 15.43

Interest on Inter Corporate Loans 169.61 48.28

Interest on Term Loans 3.16 -

Provision for Doubtful Assets- Rent Receivables - 0.13

Bad debts/Loans/Balances written off 0.02 0.18

Loss on Sale/Retirement of Fixed Assets (Net) 0.01 -

Provision for Gratuity (0.15) (0.42)

Provision for Leave Encashment (0.09) 0.26

Tax Deducted at Source on Operating Income - (0.26)

Contingent Provisions on Standard Assets-Written back - (0.07)

Provision against Non Performing Assets written back for: -Doubtful Assets (Net)

Housing Loans (0.87) -

Non-Housing Loans (2.82) -

General Provision for loan loss written back (Net) (2.70) -

Interest Income on Fixed Deposits with Banks (1.76) (1.49)

194.51 62.08

Operating Profit before working capital changes 307.98 154.00

Adjustments for changes in working capital :

-(Increase)/Decrease in Sundry Debtors (0.33) 0.60

-Increase in Current Liabilities 4.40 12.99

-(Increase) in Other current assets - (0.30)

-(Increase) in Loans and Advances (458.75) (1,248.49)

Cash used in Operations (146.70) (1,081.20)

Taxes Paid (Net of Tax Deducted at Source) (34.31) (43.85)

Net cash used in Operations (A) (181.01) (1,125.05)

B Cash Flow From Investing Activities:

Interest received 1.61 1.39

Proceeds from sale of long term Investments - 0.20

Purchase of fixed assets (0.93) (0.21)

Net Cash generated from Investing Activities (B) 0.68 1.38

C Cash Flow from financing activities:

Secured loans-Bank Overdraft (Net) (61.35) 35.61

Term Loans from Banks 340.00 -

Interest paid on Term Loans from Banks (0.10) -

Inter Corporate Loans (Net) 38.65 1,138.15

Interest paid on Inter Corporate Loans (146.82) (39.71)

Net Cash generated from Financial Activities ( C ) 170.38 1,134.05

Net Increase in Cash and Cash Equivalents (A+B+C) (9.95) 10.38

Cash and Cash Equivalents at the beginning of the Year 59.19 48.81

Cash and Cash Equivalents at the end of the Year 49.24 59.19

(9.95) 10.38

F-145


STATEMENT OF CASH FLOW

Annexure-III (` in million)

Particulars

Year Ended

March 31, 2012

Year Ended

March 31, 2011

Cash and Cash Equivalents at the end of the Year Comprises of

Cash in Hand 0.01 0.02

Fixed Deposits with Scheduled Banks (Refer Note 17.1) 21.08 21.43

Balances with Scheduled Banks 28.15 37.74

Total 49.24 59.19

Notes :

1. The above Cash flow statement has been prepared under the indirect method set out in Accounting Standard (AS)-3.

2. Figures in brackets indicate cash outgo/income.

3. Previous Year's figures have been regrouped, rearranged and reclassified wherever necessary to conform to the current year's.

F-146


NOTES FORMING PART OF THE FINANCIAL STATEMENTS

Annexure-IV

1 OVERVIEW

Religare Housing Development Finance Corporation Limited [RHDFCL] (the 'Company') is a subsidiary of

Religare Finvest Limited (RFL). RFL holds 87.5% of the paid up equity share capital of RHDFCL.The Company

was incorporated on June 30,1993 as Maharishi Housing Development Finance Corporation Limited. On September

7,2010 the name of the Company was changed to Religare Housing Development Finance Corporation Limited. The

Company is a Housing finance Company registered with the National Housing bank (“NHB”) under section 29A of

the National Housing Bank Act, 1987 and primarily engaged in lending of Housing Loans.

Pursuant to the requirement of the Housing Finance Companies (NHB) Directions, 2010 the Company has been

granted a new registration No.10.0088.10 dated October 1, 2010 under section 29A of the National Housing Bank

Act, 1987 by the National Housing Bank, consequent upon change in the name of the Company.

2 SIGNIFICANT ACCOUNTING POLICIES

A. BASIS OF ACCOUNTING

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.

B. USE OF ESTIMATES

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.

C. REVENUE RECOGNITION

i) Interest income from financing activities is recognized on an accrual basis except in the case of non-

performing assets, where it is recognised on realisation basis as per NHB prudential norms.

ii) Processing fees is recognized upon the occurrence of the transaction.

iii) Interest on fixed deposits and bonds are accounted for on an accrual basis.

iv) Income from Mutual Funds comprises of profit / loss on sale of mutual fund units held as current

investments. Profit /loss on sale of investments are determined based on weighted average cost of the units

sold.

v) Revenue excludes service tax.

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.

E. INTANGIBLE ASSETS

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. 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 amortized over the estimated useful life.

F-147

F. DEPRECIATION AND AMORTISATION

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 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 are 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 to

revise estimated life of all assets purchased and put to use on or after October 1, 2011. Consequently the rates of

depreciation charged on assets are as under:-

Assets Description


(Put to use upto

September 30, 2011)


(Put to use on or after

October 1, 2011)

Depreciation Rate

(%)

(As per Schedule

XIV of the

Companies Act,

1956)

Data Processing Machines 16.21% Between 16.21% to 50% 16.21%

Office Equipments Between 10% to 20% Between 10% to 20% 4.75%

Furniture and Fixtures 6.33% 20% 6.33%

Vehicles 9.50% 16.00% 9.50%

Intangible Assets – Software 16.21% Between 16.21% to 50% 16.21%

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

G. INVESTMENTS

Investments are classified into long term investments and current investments. Investments which are by its nature

readily realisable and intended to be held for not more than one year from the date of investments, are classified as

current investments and investments other than current investments are classified as long term 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/ market value.

H. FOREIGN CURRENCY TRANSACTIONS

i) Transactions in foreign currencies are recorded at the rate of exchange in force at the time of occurrence of

the transactions.

ii) Exchange differences arising on settlement of revenue transactions are recognized in the Statement of Profit

and Loss.

iii) Monetary items denominated in a foreign currency are restated using the exchange rates prevailing at the

date of Balance Sheet and the resulting net exchange difference is recognized in the Statement of Profit and

Loss.

I. EMPLOYEE BENEFITS

i) 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.

ii) 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 Housing Development Finance

Corporation 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.

F-148

iii) 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.

iv) 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.

v) 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.

J. LEASED ASSETS

i) 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 for the period are treated as revenue expenditure.

ii) 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

K. TAXES ON INCOME

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

ii) Deferred tax is recognized, subject to the consideration of prudence in respect of deferred tax asset, on

timing difference being the difference between taxable incomes and accounting income that originate in one

period and are capable of reversal in one or more subsequent periods.

iii) Provision for taxation for the year is ascertained on the basis of assessable profits computed in accordance

with the provisions of Income Tax Act, 1961.

L. PROVISIONS, CONTINGENT LIABILITIES AND CONTINGENT ASSETS

i) 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.

ii) The classification of housing and other loans into standard, sub-standard, doubtful and loss assets have

been disclosed at gross value and the corresponding provision against non-performing assets has been

included under provisions in accordance with the Housing Finance Companies (NHB) Directions, 2010

issued by National Housing Bank. The Company voluntary maintains the general provision of standard

assets to meet any foreseeable potential losses.

M. IMPAIRMENT OF ASSETS

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 period in which an asset is defined 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.

N. BORROWING COST

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.

F-149

3. Share Capital

Particulars

As at

March 31, 2012

As at

March 31, 2011

(` in million) (` in million)

Authorized:

Equity Shares of ` 10 each 400.00 400.00

Total 400.00 400.00

Issued, Subscribed & Fully Paid up:

Equity Shares of ` 10 each 399.98 399.98

Total 399.98 399.98

3.1 Reconciliation of number and amount of shares

Particulars

As at March 31, 2012 As at March 31, 2011

Nos.

(` in million)

Nos.

(` in million)

Issued, Subscribed & Fully Paid up

Equity Shares of `10/- each

Balance as at the beginning of the year 3,99,98,000 399.98 3,99,98,000 399.98

Shares issued during the year

-

-

-

-

-

Balance as at the end of the year 3,99,98,000 399.98 3,99,98,000 399.98

3. 3.2 The rights, preferences and restrictions attaching to each class of shares including restrictions on the

distribution of dividends and the repayment of capital;

The Company has only one class of equity shares having a par value of `10 per share. Each shareholder is entitled

to one vote per share. The Company declares and pays dividend in Indian Rupee. The dividend proposed by the

Board of the Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting except

in case of interim dividend. In the event of the liquidation of the Company, the holder of the 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 of the number of the equity shares held by the equity share holders.

3.3 Shares held by Holding Company



34,998,250 shares (Previous Year : 34,998,250 shares) held by

Religare Finvest Limited (and its nominees),the Holding Company

349.98 349.98

Total

349.98 349.98

F-150

4. Reserves and Surplus



a. Securities Premium Account as per the last Balance Sheet

580.86

580.86

b. Special Reserve

Balance as at the beginning of the year 61.76 41.58

Add: Transfer from Surplus 22.58 20.17

Balance as at the end of the year 84.34 61.75

c. Surplus

Balance as at the beginning of the year 45.49 (3.71)

Add: Net Profit For the current year 83.57 69.37

Amount available for appropriation 129.06 65.66

Less: Transfer to Special Reserve [Refer Note 32

b)(III)]

22.58 20.17

Balance as at the end of the year 106.48 45.49

Total 771.68 688.10

5. Long Term Borrowings

Particulars

As at March 31,

2012 As at March 31, 2011


Secured Loans

Term loans from Banks (Refer Note 5.1) 291.43 -

Total 291.43 -

3.4 On 3rd

December 2010 Religare Enterprises Limited had transferred 34,998,250 Equity shares at book value of `

973.34 million to Religare Finvest Limited, a subsidiary of Religare Enterprises Limited; as a result the Company

become subsidiary of Religare Finvest Limited. However, the accounts for the financial year ended March 31, 2011

have been prepared for the entire financial year as a Subsidiary Company of Religare Finvest Limited.

For the financial Year 2010-11, the profit after tax attributable to the Holding Company for its holding in the

Company for the period from December 3, 2010 to March 31, 2011 is ` 25.94 Million (Approx.).

For the Financial Year 2011-12, the profit after tax attributable to the Holding Company for its holding in the

Company is ` 73.12 Million (Approx.).

3.5 Details of shares held by shareholders holding more than 5% of the aggregate shares in the Company

Name of Shareholder


No. of

Shares held

% of

Holding

No. of

Shares held

% of

Holding

Equity Shares

Religare Finvest Limited (and its nominees),

the Holding Company 34,998,250 87.5% 34,998,250 87.5%

Maharishi Housing Development Trust 4,963,160 12.4% 4,963,160 12.4%

3.6 There are no shares bought back by the Company during the period of five years immediately preceding the Balance Sheet

date.

3.7 There are no securities that are convertible into equity/preference shares.

3.8 There are no calls unpaid.

F-151

The requisite particulars in respect of secured borrowings are as under:

5.1 Term Loans from Banks (` in million)

Name of Bank Rate of

Interest

As at March 31, 2012

Total Current

Maturity

Non

Current

Terms of Repayment

Oriental Bank of

Commerce

Limited (Refer

Note 5.2 and 5.4)

Base Rate

+1.25% 340.00 48.57 291.43

Repayable in 84 Monthly Instalments,

Interest is paid as and when due.

Total 340.00 48.57 291.43

5.2 Floating first pari passu charge with all current and future lenders on all present and future business receivables of the

Company.

5.3 None of the loans have been guaranteed by the directors. There is no default as on the Balance Sheet date in repayment

of loans and interest.

5.4 There are no Long Term Borrowings in the previous year.

6 Other Long Term Liabilities


As at March 31,

2011


Security Deposits 0.17 -

Others

-Other Liabilities 0.05 0.05

Total

0.22 0.05

7 Long Term Provisions


As at March 31,

2011



-Leave Encashment 0.49 0.70

(b) Others

-Provisions as per NHB Guidelines (Refer Note 11.1) 19.39 11.75

Total 19.88 12.45

F-152

8

Short Term Borrowings

Particulars

As at March 31, 2012 As at March 31,

2011


Secured Loans

Loan repayable on demand from banks(Refer Note 8.1) - 61.35

Total - 61.35

Unsecured Loans

Loans from related parties (Refer Note 8.2) 1,188.30 825.00

Loan repayable on demand from other parties (Refer Note 8.3) -

324.65

Total 1,188.30 1,149.65

Grand Total 1,188.30 1,211.00

The requisite particulars in respect of secured borrowings are as under:

8.1 Loan repayable on demand from banks

Name of Bank As at March 31, 2012

As at March 31,

2011


HDFC Bank Ltd.

- 61.35

Total - 61.35

Note:- Pricing for Bank loans is at a rate of interest earned on the respective Fixed Deposits plus a margin 0.75% p.a.

The requisite particulars in respect of Unsecured borrowings are as under:

8.2 Loans from related parties

Name of Party As at March 31, 2012

As at March 31,

2011


Religare Finvest Limited (Holding Company) 363.30 225.00

Fortis Hospital Limited - 400.00

International Hospital Limited - 200.00

Religare Technologies Limited 765.00 -

- Dion Global Solutions Limited 60.00 -

- Total 1,188.30 825.00

8.3 Loan repayable on demand from other parties

Name of Party As at March 31, 2012

As at March 31,

2011


Swastik Marketing Private Limited - 95.00

Jindal Saw Limited - 220.00

Maharishi Channel Cable Network Private Limited - 8.15

Maharishi Education Corporation Private Limited - 1.50

Total - 324.65

Note:-Pricing for the above mentioned Inter Corporate Loans taken by the Company (Refer Note 8.2 and 8.3) is at a rate

of interest ranging between 13% p.a. to 14.5 % p.a.

F-153

9 Trade Payables



Dues other than MSME parties 6.35 14.63

Total 6.35 14.63

10 Other Current Liabilities



(a) Current maturities of long-term debt (Refer Note 5.1) 48.57 -

(b) Interest accrued and due on borrowings* 33.56 7.71

(c) Book Overdraft 12.75 -

(d) Gratuity - 0.00

(e) Others liabilities (Refer Note 10.1) 6.60 6.90

Total 101.48 14.61

*Includes interest accrued and due to related parties ` 30.47 million (Previous Year ` 4.44 million)

10.1

Other Current Liabilities -Other Liabilities includes ` 0.01 in million (Previous year ` 0.01 in million)[inclusive of

interest accrued of `.0.00 in million] towards public deposits matured and paid in February 16, 2008 which was returned

unclaimed. Effective from the date of maturity no interest has been either accrued or paid against the said deposit.

Further during the year ended March 31, 2012 , the Company has not accepted, renewed or held any public deposit as on

the Balance Sheet date except the unclaimed public deposit. Accordingly, the Company is not deposit accepting/holding

housing company as per The Housing Finance Companies (NHB) Directions, 2010 and the provision of section 58A &

58AA of the Companies Act, 1956 are not applicable to the Company. The matured unclaimed public deposit included

in other liabilities as aforesaid will be deposited to the Investor Education and Protection Fund on completion of seven

years from the date they became due for payment in accordance with the requirement of Section 205C of the Companies

Act, 1956.

F-154

10.2

Since Gratuity Liability is payable by the Company to the Trust, the same has been classified as Current Liability by the

Company. However, as per actuarial certificate the liability for the Trust has been bifurcated into Current and Non -

Current portion.

11 Short Term Provisions




-Leave Encashment 0.22 0.11

(b) Others

-Provisions as per NHB Guidelines (Refer

Note 11.1) 27.84 11.90

Total 28.06 12.01

11.1 Provisions as per NHB Guidelines

(` in million)

Particulars

Amount As at March 31, 2012 Amount As at March 31, 2011

Total

Provisions

Long Term

Provisions

Short Term

Provisions

Total

Provisions

Long Term

Provisions

Short Term

Provisions

Standard Assets*

General provision for

standard assets 9.48 9.30 0.18 12.17 11.34 0.83

Contingent provision for

standard assets 10.28 10.09 0.19 0.44 0.41 0.03

Sub Standard Assets*

-Housing Loans 7.36 - 7.36 0.36 - 0.36

-Non-Housing Loans 12.96 - 12.96 0.73 - 0.73

Doubtful Assets *

-Housing Loans 4.51 - 4.51 5.37 - 5.37

-Non-Housing Loans 1.75 - 1.75 4.58 - 4.58

Loss Assets*

-Housing Loans 0.89 - 0.89 - - -

-Non-Housing Loans - - - - - -

Total 47.23 19.39 27.84 23.65 11.75 11.90

* Refer Note 2(L).

F-155

12

Tangible Assets

(` in million) Amount

in Rs.

Particulars

Gross Block Depreciation Net Block

As at

April

1,

2011

Addition

s for the

year

Disposals/

Adjustme

nts for

the year

As at

March

31,

2012

As at

April 1,

2011

Deprecia

tion for

the Year

Disposals/

Adjustme

nts for

the year

As at

March

31,

2012

As at

March

31,

2012

As at

March

31,

2011

Data Processing

Machines 0.20 0.08 0.01 0.27 0.03 0.05 0.01 0.07 0.20 0.17

Assets under

lease

- 0.80

- 0.80

- 0.06

- 0.06 0.74

-

Office equipment

- 0.04

- 0.04

- 0.01

- 0.01 0.03

-

Total 0.20 0.92 0.01 1.11 0.03 0.12 0.01 0.14 0.97 0.17

Previous Year 0.09 0.10

- 0.20 0.00 0.02

- 0.03 0.17

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

12.2

There is no revaluation of assets during the year.

13 Intangible Assets

(` in million) Amount in Rs.

Particulars

Gross Block Amortisation Net Block

As at

April

1,

2011

Addition

s for the

year

Disposals/

Adjustme

nts for

the year

As at

March

31,

2012

As at

April 1,

2011

Amorti

sation

for the

Year

Disposal

s/

Adjustm

ents for

the year

As at

March

31,

2012

As at

March

31,

2012

As at

March

31,

2011

Computer

Software 0.10 0.01 0.01 0.10 0.01 0.02

- 0.03 0.07 0.09

Total 0.10 0.01 0.01 0.10 0.01 0.02 -

- 0.03 0.07 0.09

Previous Year

Year

-

- 0.10 - 0.10 -

- 0.02 0.01

- 0.01 0.09 -

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

13.2 There is no revaluation of assets during the year.

F-156

14 Deferred tax Asset (Net)

(` in million)

Particulars

As at March

31, 2012

Charge/

(Credit)

during the

year

As at March

31, 2011

Charge/

(Credit)

during the

year

As at March

31, 2010

Deferred Tax Liability

Difference between Book and tax

depreciation 0.08 0.04 0.04 0.78 (0.74)

Total Deferred tax Liability 0.08 0.04 0.04 0.78 (0.74)

Deferred Tax Asset

Provision for Doubtful debtors 15.33 (7.43) 7.90 (5.08) 2.82

Leave Encashment

0.23

0.04

0.27

(0.27)

-

Gratuity - 0.00 0.00 0.14 0.14

Total Deferred Tax Asset 15.56 (7.39) 8.17 (5.21) 2.96

Total Deferred Tax Asset (Net) 15.48 (7.35) 8.13 (4.43) 3.70

14.1 Deferred Tax Asset and Deferred Tax Liability have been offset as they relate to the same governing taxation laws.

F-157

15 Long Term Loans and Advances

Particulars




As per NHB Guidelines (Refer Note 15.1)

(a) To Related Parties:

- Housing Loans

- -

- Non-Housing Loans

- -

(b) To Others

- Housing Loans

1,641.02 1,909.81

- Non-Housing Loans

817.35 82.28

Total (A)

2,458.37 1,992.09

Unsecured, considered good

Secured, considered good

a. Security Deposits 0.01 0.03

b .Other loans and advances 2.41 2.11

c. Advance payment of Taxes and tax deducted at source 16.89 19.28

(Net of Provision for Tax ` 72.05 million; Previous Year ` 71.23 million)

Total (B)

19.31 21.42

Total (A+B) 2,477.68 2,013.51

F-158

15.1 As per NHB Guidelines

Housing Loans:

(` in million)

Particulars


Total

Long Term Loans &

Advances

Short term Loans &

Advances

Total

Long Term Loans &

Advances

Short term Loans &

Advances

Loans &

Advances

to Related

Parties

Other

Loans &

Advances

Loans &

Advances to

Related

Parties

Other Loans

& Advances

Loans &

Advances to

Related

Parties

Other

Loans &

Advances

Loans &

Advances to

Related

Parties

Other Loans

& Advances

Secured Considered Good

Standard Assets 1,717.65

- 1,641.02

- 76.63 2,115.49

- 1,909.81 4.93 200.75

Sub Standard Assets 33.38

-

-

- 33.38 16.38

-

-

- 16.38

Doubtful Assets 13.04

-

-

- 13.04 10.04

-

-

- 10.04

Loss Assets 0.89

-

-

- 0.89

-

-

-

-

-

Total 1,764.96 - 1,641.02 - 123.94 2,141.91 - 1,909.81 4.93 227.17

F-159

Non - Housing Loans:

(` in million)

Particulars


Total

Long Term Loans &

Advances

Short term Loans &

Advances

Total

Long Term Loans &

Advances

Short term Loans & Advances

Loans &

Advances

to Related

Parties

Other

Loans &

Advances

Loans &

Advances to

Related

Parties

Other

Loans &

Advances

Loans &

Advances to

Related

Parties

Other Loans

& Advances

Loans &

Advances to

Related

Parties

Other Loans

& Advances

Secured Considered Good

Standard Assets 852.54 - 817.22 - 35.32 88.36 - 82.19 - 6.17


Doubtful Assets 7.02 - - - 7.02 22.75 - - - 22.75

Loss Assets - - - - - - - - - -


Standard Assets 0.21 - 0.13 - 0.08 0.59 - 0.09 - 0.50

Unsecured Considered

Doubtful

Doubtful Assets - - - - - 0.06 - - - 0.06

Total

945.28 -

817.35 -

127.93

119.07 -

82.28 -

36.79

Note:

1) Housing and Non-Housing loans are secured, wholly by any or all of the following as applicable to the category under which they fall:

(i) Equitable mortgage of Property and / or

(ii) Assignment of life insurance policies and / or

(iii) Bank guarantees, corporate guarantees or personal guarantee and / or

(iv) Negative lien and / or

(v) Undertaking to create a security.

F-160

(2) Secured and Unsecured loans are further classified into Standard, Sub Standard , Doubtful and Loss assets in accordance with the Housing Finance Companies (NHB) Directions 2010

issued by National Housing Bank after considering subsequent recoveries Non-Performing Assets are recognised at gross level, and the corresponding provision for Non-Performing

Assets is classified under short term provisions.

(3) Gross Value of Non-Performing Assets is classified as Current Assets Under the head Short Term Loans and Advances based on the following assumptions:

(i) Since the Company is a Housing Finance Company, it is governed by the provision of the National Housing Bank Act, 1987. Accordingly, the provisions of section 211(5) read

with section 616 of the Companies Act, 1956 override the requirements of Revised Schedule VI.

(ii) Even though a portion of interest/installment is overdue exceeding 90 days as per the prudential norms, the entire balance outstanding after reversing unrealised interest is

classified as Non -Performing Assets.

16 Other Non-Current Assets

Particulars

As at March

31, 2012

As at March

31, 2011


Other Bank Balances

-Fixed Deposit Account (Refer Note 17.1) - 1.26

Others

-Assets acquired in satisfaction of claims 0.34 0.34

Total 0.34 1.60

F-161

17 Cash and Bank Balances

Particulars

As at March

31, 2012

As at March

31, 2011


a. Cash and Cash Equivalents

Cash in hand 0.01 0.02

Balances with banks in Current

Account 28.15 37.74

b. Other Bank Balances

Fixed Deposits Account (Refer Note

17.1) 21.08 20.17

Total

49.24 57.93

(` in million)

17.1 Particulars As at March 31,2012 As at March 31,2011

Fixed Deposits balance

with Banks

Total

Kept as

Security (*) Free from any

Lien Total

Kept as

Security

(*)

Free from

any Lien

- Upto 12 months

maturity from the date of

Acquisition - - - 0.37 - 0.37

- Maturity more than 12


acquisition but within 12

month from the

Reporting Date

21.08 19.80 1.28 19.80 19.80 -

Shown as Current

Assets (A) 21.08 19.80 1.28 20.17 19.80 0.37

- Maturity more than 12


acquisition but after 12

months from Reporting

date

- - - 1.26 - 1.26

Shown as Non-Current

Assets (B) - - - 1.26 - 1.26

Total (A+B) 21.08 19.80 1.28 21.43 19.80 1.63

F-162

* Details of Fixed Deposits kept as security


2012

As at March 31,

2011


Margin money or security against borrowing

- Pledged with Bank for overdraft facility 19.80 19.80

Total 19.80 19.80

18 Short Term Loans and Advances


2012

As at March 31,

2011


As per NHB Guidelines (Refer Note 15.1)

(a) To Related Parties:

- Housing Loans

- 4.93

- Non-Housing Loans

- -

(b) To Others

- Housing Loans

123.94 227.17

- Non-Housing Loans

127.93 36.79

Unsecured, considered good

(a) Loans and advances to related parties 4.54 0.64

(b) Other Loans and Advances * (Refer Note 18.1) 0.17 0.02

(c) Prepaid Expenses 4.96 -

(d) Balances with Service Tax and VAT Authorities 0.44 0.16

(e) Advance payment of Taxes and tax deducted at source (Net of

Provision for Tax ` 36.85 million Previous Year ` 0.43 million)

0.29 0.83

Total 262.27 270.54

* For the Financial Year 2011-12, the amount of other loans and advances includes Gratuity due from Religare

Housing Development Finance Corporation Limited Group Gratuity Scheme (Trust) of ` 0.15 million.

F-163

18.1 Since Gratuity Asset is recoverable by the Company from the Trust, the same has been classified as Current

Asset by the Company. However, as per actuarial certificate the recoverable from the Trust has been

bifurcated into Current and Non -Current portion.

19



2012

As at March 31,

2011


a) Interest Accrued on Fixed Deposits 1.00 0.86

b) Rent Receivables (Considered as Doubtful) - 0.13

Less: Provision for Doubtful Asset - (0.13)

c) Other Receivables 0.33 -

Total 1.33 0.86

20 Revenue from Operations

Particulars

Year ended

March 31, 2012

Year ended

March 31, 2011


Interest Income from Financing Activities

Housing and Non-Housing Loans 323.03 172.57

Inter Corporate Loans

- 2.56

Other Loans

0.02 0.05

Income from other Operating Activities

Income from Foreclosure Charges 1.92 3.67

Income from Processing

Fees

9.64 15.14

Total 334.61 193.99

F-164

21 Other Income

Particulars

Year ended

March 31,

2012

Year ended

March 31,

2011


Other Non-Operating Income

Interest Income on Fixed Deposits with Banks 1.76 1.49

Bad Debts Recovered

0.24 0.97

Profit on sale of assets acquired in satisfaction of claim - 0.13

Support Service Fees

3.60 3.60

Contingent Provision against Standard Assets-Written back - 0.07

Provision against Non Performing Assets written back

Doubtful Assets (Net)

-Housing Loans 0.87 -

-Non-Housing Loans 2.82 -

General Provision for loan loss written Back (Net) 2.70 -

Foreign exchange gain(Net)

0.05 -

Miscellaneous Income

1.83 2.07

Total 13.87 8.33

22 Employee Benefits Expense

Particulars

Year ended

March 31, 2012

Year ended

March 31,

2011


Salaries, Allowances and Bonus*

20.37 29.89

Contribution to Provident and Other Funds(Refer Note 22.1) 0.87 1.03

Gratuity (Refer Note 22.2 ) - 0.16

Leave Encashment

0.20 0.49

Staff Welfare Expenses

0.03 0.05

Total 21.47 31.62

*For the Financial Year 2011-12, Salaries, Allowances and Bonus includes reversal of gratuity contribution of ` 0.16 million

as per Actuarial Valuation.

22.1 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.

22.2 The Company operates a gratuity plan through "Religare Housing Development Finance Corporation Limited Group

Gratuity Scheme". Every employee is entitled to a benefit equivalent to 15 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.

F-165

23 Finance Costs

Particulars

Year ended

March 31, 2012

Year ended

March 31, 2011


Interest Expense

- Fixed Term Loans

3.16 -

- Inter Corporate Loans

169.61 48.28

Total 172.77 48.28

23.1.1 There are no finance costs arising on account of foreign exchange gain difference on account of foreign borrowings

24. Depreciation and Amortization Expense

Particulars

Year ended

March 31, 2012

Year ended

March 31, 2011


Depreciation

0.12 0.02

Amortization

0.02 0.02

Total 0.14 0.04

25 Other Expenses

Particulars

Year ended

March 31, 2012

Year ended

March 31, 2011


Rent

0.19 -

Repair and Maintenance- Others

0.03 0.02

Insurance

0.04 0.15

Rates and Taxes (Excluding taxes on Income)

0.30 -

Bad Debts/ Loans/ Balance Written off

0.02 0.18

Commission and Brokerage

4.76 6.99

Foreign Exchange Loss (Net)

0.00 0.04

Communication Expenses

0.25 0.05

Printing and Stationery

0.07 0.19

Provision against Standard Assets and Non-Performing Assets

(Refer Note 27)

29.96 15.43

Provision for Doubtful Asset-Rent Receivable - 0.13

Electricity and Water Expenses

0.33 -

Legal and Professional Charges

0.16 2.50

Support Service Fees

1.50 2.44

ROC and Filing Fees

0.14 0.02

Bank Charges

0.27 0.13

Business Promotion

0.07 0.01

Travelling and Conveyance Expenses

0.81 1.33

Loss on sale/retirement of Fixed assets(Net)

0.01 -

Payment to Auditor (Refer Note 25.1)

0.56 0.31

Miscellaneous Expenses

1.16 0.54

Total 40.63 30.46

F-166

25.1

Payment to Auditor (Excluding Service Tax)

Particulars

Year ended

March 31, 2012

Year ended

March 31, 2011


As Auditor:

Audit fee

0.36 0.19

Tax Audit Fee

0.11 0.08

In other Capacity

Certification Fees

0.05 0.03

For Reimbursement of Expenses

0.04 0.01

Total 0.56 0.31

26 Earnings per Equity Share


March 31, 2012

Year ended

March 31, 2011

Net Profit attributable to Equity Shareholders (` in million) 83.57 69.37

Weighted Average number of Equity Shares 39,998,000 39,998,000

Nominal value of shares (in `)

10 10

Basic /Diluted Earnings per share (in `) 2.09 1.73

27 Provision against Standard Assets and Non-Performing Assets

Particulars

Year ended

March 31, 2012

Year ended

March 31, 2011


Contingent Provisions on Standard Assets 9.84 -

Provision against Non Performing Assets:

(a) Sub-Standard Assets (Net)

-Housing Loans 7.00 0.89

-Non-Housing Loans 12.23 0.73

(b) Doubtful Assets (Net)

-Housing Loans - 1.28

-Non-Housing Loans - 5.60

(c) Loss Assets (Net)

-Housing Loans 0.89 -

General Provision for loan loss (Net) - 6.93

Total 29.96 15.43

F-167

28

Contingent Liabilities


2012

As at March 31,

2011


(a) Claims against the Company not acknowledged as debt

(Refer Note 28.1) 6.67 1.67

(b) Disputed Income Tax Demands not provided for

(inclusive of interest levied u/s 234 B )* 14.98 13.05

Total 21.65 14.72

* Amount paid adjusted against income tax demand.

28.1

Includes `4.58 million on account of dispute with Lord Krishna Bank regarding sale of loan portfolio which did not

materialize. The Bombay High court has appointed a Sole Arbitrator to resolve the matter via order dated August 12, 2010.

Pursuant to the said order Religare Housing Development Finance Corporation Limited ( Formerly known as Maharishi

Housing Development Finance Corporation Limited) filed its Statement of Claim in 2011 claiming damages to the tune ` 194.40 million along with 18% interest per annum on ` 49.20 million from the date of filing of statement of claim till actual

realization of the amount whereas Lord Krishna Bank Limited claimed ` 4.58 million as damages and the same has been

included in the claims against the Company but not acknowledged as debt. Currently the matter is contested before the

Arbitrator and is under the stage of evidence.

29

Commitments


2012

As at March 31,

2011


Undisbursed Loans -Housing 20.32 301.73

Total 20.32 301.73


2012

As at March 31,

2011


Others-Credit Facilities (Refer Note 29.1) 410.00 -

Total 410.00 -

29.1 Oriental Bank of Commerce Limited had sanctioned a credit limit of ` 1,000 million out of which there is a commitment of at

least ` 750 million.

The Company has availed ` 340 million out of the above amount, as on March 31, 2012.

30 Segment Reporting

As the Company is engaged in only one business segment and geographical segment, segment information is not disclosed.

F-168

31 . Related Party Disclosures:

For the Financial Year 2011-12


1)

Holding Company

Religare Finvest Limited (Became direct subsidiary w. e. f. December

03, 2010)

Religare Enterprises Limited (Direct subsidiary up to December 02,

2010)

2) Fellow Subsidiaries Religare Insurance Broking Limited






REL Infrafacilities Limited (Name changed from Religare Realty

Limited to REL Infrafacilities Limited w.e.f. November 18, 2010)


Religare Global Asset Management Inc.

Religare Capital Markets (India) Limited (Became WOS of REL on

August 1, 2011)

RGAM Corporation Private Limited (REL acquired this company on

August 12, 2011 and Name changed from Religare Global Asset

Management Company Private Limited to current name w.e.f.

December 29, 2011)

Religare Commodity Broking Private Limited (REL acquired this

company on August 12, 2011 and Name changed from Shreyas

Advisory Services Private Limited to current name December 5, 2011)

3) Subsidiaries of Fellow Subsidiaries Religare Arts Investment Management Limited





Religare Capital Markets (Europe) Limited (RCME) (Religare Capital

Markets Plc, has been converted from Public Limited Company to a

Private Limited Company w.e.f. March 15, 2012 and renamed as

‘Religare Capital Markets (Europe) Limited; Became subsidiary of

Religare Capital Markets International (Mauritius) Limited w.e.f.

March 16, 2012 [earlier subsidiary of Religare Capital Markets

International (UK) Limited].)


Tobler UK Limited



Religare Capital Markets (UK) Limited

Religare Hichens Harrison Consultoria International Limited (Dissolved

w.e.f. November 24, 2011)

F-169

Religare Capital Markets (Pty) Ltd (Formerly known as Religare

Hichens, Harrison (Pty) Ltd.) Name Changed from “Religare Hichens

Harrison (Pty) Ltd” (a South African subsidiary of Religare Capital

Markets Limited) to “Religare Capital Markets (Pty) Limited” (w.e.f

October 04, 2010)

Religare Capital Markets Corporate Finance Pte Limited (Became

subsidiary of Religare Capital Markets International (Mauritius)

Limited w.e.f. March 22, 2012 [earlier it was a subsidiary of Religare

Capital Markets Plc])



Blamire Limited (Dissolved w.e.f July 25, 2011)

Charterpace Limited

HH1803.com Limited


Religare Investment Advisory (Mauritius) (Dissolved w.e.f March 19,

2012)

Religare Investment Holdings (UK) Limited


Religare Global Asset Management (Hong Kong) Limited



Religare Securities Australia Pty Limited

Bartleet Religare Securities (Private) Limited


Relsec Nominees No.1 Pty Limited

Relsec Nominees No.2 Pty Limited

Northgate Capital LLC

Northgate Capital LP

Kyte Management Limited (Became subsidiary of Religare Capital

Markets International (Mauritius) Limited w.e.f. March 16, 2012

[earlier it was a subsidiary of Religare Capital Markets)

Religare Capital Markets (Hong Kong) Limited) (Existing subsidiary of

Kyte Management Limited (KML))

Religare Capital Markets (Singapore) Pte Limited [Existing subsidiary

of Religare Capital Markets (Hon Kong) Limited.]

Religare Capital Markets (EMEA) Limited (Religare Capital Markets

Plc acquired 100% stake in Barnard Jacobs Mellet (UK) Limited (now

known as Religare Capital Markets (EMEA) Limited) on December 14,

2010)

Bartleet Religare Securities (Private) Limited (Name changed to

Bartleet Religare Securities (Private) Limited w.e.f. June 24, 2011)

Bartleet Asset Management (Private) Limited

Religare Capital Markets (USA) LLC (Dissolved w.e.f. October 28,

2011)

Strategic Research Limited (Wholly owned subsidiary incorporated by

Bartleet Mallory Stockbrokers (Private) Limited)

Northgate Capital Asia (India) Limited (Incorporated as wholly owned

subsidiary of Religare Securities Limited w.e.f. June 15, 2011)

Religare Investment Advisors Limited (Incorporated as wholly owned

subsidiary of Religare Securities Limited w.e.f. July 05, 2011)

F-170

Religare Noah Capital Markets (Pty) Limited (Religare Capital Markets

Plc Acquired 74% stake in the company w.e.f. July 28, 2011; Name

changed from Noah Financial Innovation (Proprietary) Limited)

Religare Venture Capital Limited (Became wholly owned subsidiary of

Religare Securities Limited (earlier direct WOS of Religare Enterprises

Limited))

BJM (UK) Nominees Limited (Wholly owned subsidiary of Religare

Capital Markets (EMEA) Limited)

Landmark Partners LLC [LP] (RGAM Inc acquired 55% stake in this

company)

Landmark Equity Advisors LLC (Existing subsidiary of LP when

RGAM Inc acquired stake in LP)

Landmark Reality Advisors LLC (Existing subsidiary of LP when

RGAM Inc acquired stake in LP)

Mill Pond Associates LLC (Existing subsidiary of LP when RGAM Inc

acquired stake in LP)

Religare Bartleet Capital Markets (Private) Limited (Wholly owned

subsidiary of Bartleet Religare Securities (Private) Limited)

4) Individuals owning directly or indirectly

interest in voting power that gives them

control and their Relatives

Mr. Malvinder Mohan Singh (Promoter)

Mr. Shivinder Mohan Singh (Promoter)

Mrs. Nimmi Singh

Mrs. Harjit Grewal


Baby Nimrita Parvinder Singh

Baby Nanaki Parvinder Singh

Baby Nandini Parvinder Singh

Mrs. Aditi Parvinder Singh

Master Udayveer Parvinder Singh

Master Anhad Parvinder Singh

Master Vivan Parvinder Singh

Master Kabir Parvinder Singh

5) Key Management Personnel and relatives Mr. Kavi Arora (Managing Director)

Mr. Deepak Joshi (Director)

Mrs. Nidhi Arora

Mr. Kamal Arora

Master Ishrat Arora

Baby Khusshi Arora

Mr. Sandeep Arora

Mrs. Preeti Arora

Mrs. Divya Joshi

Mr. Mohan Chandra Joshi

Mrs. Hem Lata Joshi

Ms. Sharanya Joshi

Mr. Praveen Kumar Joshi

Mrs. Madhu Bala Joshi

F-171

6) Enterprises over which (4) and (5) are able to

exercise significant influence with whom

transactions have taken place

Oscars Investments Limited






Dion Global Solutions Limited


For the Financial Year 2010-11


1. Holding Company/Controlling Entity Religare Finvest Ltd.

(Became direct subsidiary w. e. f. December 03, 2010)

Religare Enterprises Ltd.

(Direct subsidiary up to December 02, 2010)


Religare Global Asset Management Inc (Became the wholly owned

subsidiary of Religare Enterprises Limited w.e.f. December 01,

2010)




REL Infrafacilities Limited (Name changed from Religare Realty

Limited w.e.f. November 18, 2010)










Religare Capital Markets Plc.


Tobler UK Limited


Hichens, Harrison (ventures) Limited

Hichens, Harrison (Derivatives) LLP

Religare Capital Markets (UK) Limited

Religare Capital Markets (Pty) Limited [Name changed from

Religare Hichens Harrisons (Pty) Limited, a South African

subsidiary of Religare Capital Markets Limited w.e.f. October 04,

2010]

Religare Hichens Harrisons Consultoria International Ltd.

Religare Capital Markets corporate finance Pte Limited (Name

changed from Religare Capital Markets Advisors Pte Limited to

F-172

Religare Capital Markets corporate finance Pte Limited w.e.f.

January 18, 2011)



Charterpace Limited

Blamire Limited

Bloomfield Street Securities Limited (Dissolved w.e.f.May11,

2010)

African Communication Services (Proprietary) Limited (Dissolved

w.e.f.June 25, 2010)

HH1803.com Limited

ARM Corporate Finance Limited (Dissolved w.e.f.December 7,

2010)

Claridge House Services Limited (Dissolved w.e.f.June 29, 2010)

Hichens, Harrisons (Far East) Pte. Limited



Religare Investment Holding (UK) Limited


Religare Global Asset Management (Hong Kong) Limited [Name

changed from Religare Capital Markets (HK) Limited to Religare

(Hong Kong) Limited w.e.f. December 02, 2010, thereafter

changed from Religare (Hong Kong) Limited w.e.f. December 13,

2010]

Religare Commodities Limited (Became wholly owned subsidiary

of Religare Securities Limited w.e.f. May 31, 2010)

Religare Bullion Limited (Incorporated as wholly owned subsidiary

of Religare Commodities Limited w.e.f. June 24, 2010)

Religare Securities Australia Pty Limited [Incorporated under the

laws of Australia, has been made a wholly owned subsidiary of

Religare Capital Markets International (Mauritius) Limited w.e.f.

October12, 2010, Name changed from Relsec Australia Pty Limited

w.e.f. November 17, 2010]

Bartleet Mallory Stock Brokers (Pvt) Limited [50% stake acquired

by Religare Capital Markets International (Mauritius) Limited

w.e.f. November 04, 2010]

Religare Share Brokers Limited (Incorporated as wholly owned

subsidiary of Religare Securities Limited w.e.f. November 18,

2010)

Relsec Nominees No1 Pty Limited (Incorporated as wholly owned

subsidiary of Religare Securities Australia Pty Limited w.e.f.

November 30, 2010)

Relsec Nominees No2 Pty Limited (Incorporated as wholly owned

subsidiary of Religare Securities Australia Pty Limited w.e.f.

November 30, 2010)

Northgate Capital LLC (Religare Enterprises Limited through a

wholly subsidiary Religare Global Asset Management Inc. acquired

70% stake in Northgate Capital LLC w.e.f December 01, 2010)

Northgate Capital LP (Religare Enterprises Limited through a

wholly subsidiary Religare Global Asset Management Inc. acquired

70% stake in Northgate Capital LP w.e.f December 01, 2010)

Kyte Management Limited (Religare Capital Markets Plc acquired

100% stake in Kyte Management Limited (KML), acting through

its wholly owned subsidiaries Central Joint Enterprises Limited,

Hong Kong [now known as Religare Capital Markets (Hong Kong)

Limited] and Central Joint Enterprises Pte Limited, Singapore (now

known as Religare Capital Markets (Singapore) Pte Limited],

trading as "Aviate Global" w.e.f December 09, 2010)

Central Joint Enterprises Limited, Hong Kong [Became wholly

owned subsidiary of Religare Capital Markets Plc w.e.f December

09, 2010 consequent of the acquisition of Kyte Management

Limited (KML)]

Central Joint Enterprises Pte Limited, Singapore [Became wholly

owned subsidiary of Religare Capital Markets Plc w.e.f December

09, 2010 consequent of the acquisition of Kyte Management

Limited (KML)]

F-173

Barnards Jacobs Mellet (UK) Limited [Religare Capital Markets

Plc acquired 100% stake in Barnard Jacobs Mellet (UK) Limited

(now known as Religare Capital Markets (EMEA) Limited) on

December 14, 2010]

Religare Capital Markets (USA) LLC has been acquired by

Religare investments holding (UK) limited, a subsidiary of Religare

Capital Markets Plc., w. e. f. January 25, 2011.

3. Individuals owning directly or indirectly Mr. Malvinder Mohan Singh (Promoter)

Interest in voting power that gives them Mr. Shivinder Mohan Singh (Promoter)

Control and their Relatives

Mrs. Nimmi Singh

Mrs. Harjit Grewal


Baby Nimrita Parvinder Singh

Baby Nanaki Parvinder Singh

Baby Nandini Parvinder Singh

Mrs. Aditi Parvinder Singh

Master Udayveer Parvinder Singh

Master Anhad Parvinder Singh

Master Vivan Parvinder Singh

Master Kabir Parvinder Singh

4. Key Management personnel and relatives Mr. Kavi Arora (Managing Director)

Mr. Deepak Joshi (Director)

Mrs. Nidhi Arora

Mr. Kamal Arora

Master Ishrat Arora

Baby Khusshi Arora

Mr. Sandeep Arora

Mrs. Preeti Arora

Mrs. Divya Joshi

Mr. Mohan Chandra Joshi

Mrs. Hem Lata Joshi

Ms. Sharanya Joshi

Mr. Praveen Kumar Joshi

Mrs. Madhu Bala Joshi

5. Enterprises over which key (3) and (4) are

able to exercise significant influence with

whom transactions have taken place

Oscars Investments Limited






F-174

31 (1) Following transactions were carried out with related parties in the ordinary course of business

(` in million)

Particulars Name of the Related

Party Holding Company

Subsidiaries/

Fellow

Subsidiaries /

Subsidiaries of

fellow subsidiary

companies

Joint Venture of

Holding Company

Key

Management

Personnel and

Relatives thereof

Enterprises in

which a substantial

interest in voting

power is owned

directly or

indirectly or over

which such a person

is able to exercise


Total

2011-12 2010-11 2011-12 2010-11 2011-12 2010-11 2011-12 2010-11 2011-12 2010-11 2011-12 2010-11

FINANCE

Inter Corporate

Deposit taken

Religare Finvest Limited 546.80 445.00

- - - - - - - - 546.80 445.00

Oscar Investments Limited - - - - - - - - - 654.86 - 654.86

International Hospital

Limited

- - - - - - - - - 200.00

- 200.00

Fortis Hospital Limited - - - - - - - - - 600.00 - 600.00

Religare Aviation Limited - - - - - - - - 750.00 147.00 750.00 147.00

Religare Technologies

Limited

- - - - - - - - 765.00 - 765.00

-

Dion Global Solutions

Limited

- - - - - - - - 822.50 - 822.50

-

Inter Corporate

Deposit taken Total 546.80 445.00

- - - - - - 2,337.50 1,601.86 2,884.30 2,046.86

Inter Corporate

Deposit repaid

Religare Finvest Limited 408.50 220.00

- - - - - - - - 408.50 220.00

Oscar Investments Limited - - - - - - - - - 654.86 - 654.86

Fortis Hospital Limited - - - - - - - - 400.00 200.00 400.00 200.00

Religare Aviation Limited - - - - - - - - 750.00 147.00 750.00 147.00

F-175

(` in million)



Subsidiaries/

Fellow

Subsidiaries /

Subsidiaries of

fellow subsidiary

companies

Joint Venture of

Holding Company

Key

Management

Personnel and

Relatives thereof

Enterprises in

which a substantial

interest in voting

power is owned

directly or

indirectly or over

which such a person

is able to exercise


Total

2011-12 2010-11 2011-12 2010-11 2011-12 2010-11 2011-12 2010-11 2011-12 2010-11 2011-12 2010-11


Limited

- - - - - - - - 762.50 - 762.50 -


Limited

- - - - - - - - 200.00 - 200.00 -

Inter Corporate

Deposit repaid Total 408.50 220.00

- - - - - - 2,112.50 1,001.86 2,521.00 1,221.86

Interest on ICD paid Religare Finvest

Limited 13.83 4.57

- - - - - - - - 13.83 4.57

Oscar Investments

Limited

- - - - - - - - - 15.12 - 15.12


Limited

- - - - - - - - 36.30 - 36.30 -


Limited

- - - - - - - - 2.53 0.18 2.53 0.18

Fortis Hospital Limited - - - - - - - - 5.05 20.14 5.05 20.14


Limited

- - - - - - - - 38.83 0.00 38.83 -

Religare Aviation

Limited

- - - - - - - - 14.93 1.57 14.93 1.57

Interest on ICD paid Total 13.83 4.57 - - - - - - 97.64 37.01 111.47 41.58

Secured Short Term

Loan -Taken

Religare Finvest

Limited 1,123.50

1,123.50

-

Secured Short Term

Loan -Taken Total

1,123.50

- - - - - - - - - 1,123.50

-

Secured Short Term

Loan-Repaid

Religare Finvest

Limited 1,123.50

1,123.50

-

F-176

(` in million)



Subsidiaries/

Fellow

Subsidiaries /

Subsidiaries of

fellow subsidiary

companies

Joint Venture of

Holding Company

Key

Management

Personnel and

Relatives thereof

Enterprises in

which a substantial

interest in voting

power is owned

directly or

indirectly or over

which such a person

is able to exercise


Total

2011-12 2010-11 2011-12 2010-11 2011-12 2010-11 2011-12 2010-11 2011-12 2010-11 2011-12 2010-11

Secured Short Term

Loan-Repaid Total

1,123.50

- - - - - - - - - 1,123.50

-

Interest Paid on

Secured Loan

Religare Finvest

Limited 44.30

44.30

-

Interest Paid on Secured Loan Total 44.30 - - - - - - - - - 44.30 -

Inter Corporate

Deposits given

Religare Aviation

Limited

-

- - - - 303.00 - 303.00

Inter Corporate Deposits Given Total - - - - - - - - - 303.00 - 303.00

Inter Corporate

Deposits received

back

Religare Aviation

Limited

-

- -

- - - - - - 303.00 - 303.00

Inter Corporate Deposits received back Total - - - - - - - - - 303.00 - 303.00

Interest Received on

Inter Corporate

Deposits

Religare Aviation

Limited

-

-

- - - - 2.05 - 2.05

F-177

(` in million)



Subsidiaries/

Fellow

Subsidiaries /

Subsidiaries of

fellow subsidiary

companies

Joint Venture of

Holding Company

Key

Management

Personnel and

Relatives thereof

Enterprises in

which a substantial

interest in voting

power is owned

directly or

indirectly or over

which such a person

is able to exercise


Total

2011-12 2010-11 2011-12 2010-11 2011-12 2010-11 2011-12 2010-11 2011-12 2010-11 2011-12 2010-11

Interest Received on Inter Corporate Deposits

Total

- - - - - - - - - 2.05 - 2.05

Receipt of Payment

from Group

Employees

Religare Health

Insurance Co Limited

1.54

- 1.54

-

Receipt of Payment from Group Employees

Total

- - 1.54

- - - - - - - 1.54

-

Travelling Expenses

paid

Religare Travels India

Ltd

- - - - 0.47 0.59 0.47 0.59

REL Infrafacilities

Limited

- - 0.01

- -

- - 0.01

Travelling Expenses paid total - - - 0.01 - - - - 0.47 0.59 0.47 0.60

Commission

Miscellaneous

Religare Macquarie

Wealth Management

Limited

- - - -

0.38

- - - - -

0.38

-

Commission Exp Total - - - - 0.38 - - - - - 0.38 -

Loan Repayment-

Principal

Deepak Joshi - - - - - - 0.66 1.54

- - 0.66 1.54

Loan Repayment-

Interest

Deepak Joshi - - - - - - 0.26 0.55

- - 0.26 0.55

- - - - - - 0.92 2.09 - - 0.92 2.09


by other Companies

Religare Finvest

Limited 1.50 2.62

- - - - - - - - 1.50 2.62

(` in million)

F-178



Subsidiaries/

Fellow

Subsidiaries /

Subsidiaries of

fellow subsidiary

companies

Joint Venture of

Holding Company

Key

Management

Personnel and

Relatives thereof

Enterprises in

which a substantial

interest in voting

power is owned

directly or

indirectly or over

which such a person

is able to exercise


Total

2011-12 2010-11 2011-12 2010-11 2011-12 2010-11 2011-12 2010-11 2011-12 2010-11 2011-12 2010-11

REL Infrafacilities

Limited

- - 0.14 0.07

- - - - - - 0.14 0.07

Allocation of Expenses by other Companies

Total 1.50 2.62 0.14 0.07 - - -

1.64 2.69


to other Companies

Religare Finvest

Limited 3.60 3.60

- - - - - - - - 3.60 3.60

Allocation of Expenses to other Companies

Total 3.60 3.60

- - - - - - - - 3.60 3.60

Expenses reimbursed

to other Companies

Religare Finvest

Limited 2.31

- - - - - - - - - 2.31

-

Religare Enterprises

Limited 0.87 0.34

- - - - - - - - 0.87 0.34

Religare Securities

Limited

- - 0.09

- - - - - - - 0.09

-

REL Infrafacilities

Limited

- - 0.15

- - - - - - - 0.15

-

Expenses reimbursed to other Companies

Total 3.18 0.34 0.24

- - - - - - - 3.42 0.34

Expenses reimbursed

by other Companies

Religare Finvest

Limited 0.85

- - - - - - - - - 0.85

-

Religare Securities

Limited

- - 0.00

- - - - - - - 0.00

-

F-179

(` in million)



Subsidiaries/

Fellow

Subsidiaries /

Subsidiaries of

fellow subsidiary

companies

Joint Venture of

Holding Company

Key

Management

Personnel and

Relatives thereof

Enterprises in

which a substantial

interest in voting

power is owned

directly or

indirectly or over

which such a person

is able to exercise


Total

2011-12 2010-11 2011-12 2010-11 2011-12 2010-11 2011-12 2010-11 2011-12 2010-11 2011-12 2010-11

Expenses reimbursed by other Companies

Total 0.85

- 0.00

- - - - - - - 0.85

-

Assignment /Transfer

of Loan Account

Religare Finvest

Limited 195.15 143.85

- - - - - - - - 195.15 143.85

Assignment /Transfer of Loan Account Total 195.15 143.85 - - - - - - - - 195.15 143.85

Loan to Group

Employees

Religare Finvest

Limited 0.40

- 0.40

-

Loan to Group

Employees Total

0.40

- - - - - - - - - 0.40

-

Remuneration to Key

Management

Personnel

Deepak Joshi 13.46 9.52 13.46 9.52

Remuneration to Key

Management

Personnel Total

- - -

13.46 9.52

-

13.46 9.52

F-180

(` in million)



Subsidiaries/

Fellow

Subsidiaries /

Subsidiaries of

fellow subsidiary

companies

Joint Venture of

Holding Company

Key

Management

Personnel and

Relatives thereof

Enterprises in

which a substantial

interest in voting

power is owned

directly or

indirectly or over

which such a person

is able to exercise


Total

2011-12 2010-11 2011-12 2010-11 2011-12 2010-11 2011-12 2010-11 2011-12 2010-11 2011-12 2010-11

Outstanding as on

March 31,2012

Receivables

Other Receivables

Religare Finvest

Limited 4.35 -

- - - - - - - - 4.35

-


Limited 0.59

- 0.59

Other Receivables Total 4.35 0.59 - - - - - - - - 4.35 0.59

Loan Receivable-

Principal

Deepak Joshi - - - - - - - 4.89

- - - 4.89

Loan Receivable-

Interest

Deepak Joshi - - - - - - - 0.04

- - - 0.04

Other Receivables

Total

- - - - - - - 4.93

- - - 4.93

Payables

Other Payables

REL Infrafacilities

Limited

- - 0.02

- - - - - - - 0.02

-

Religare Securities

Limited

- - 0.01

- - - - - - - 0.01

-


Limited 0.07

- - - - - - - - - 0.07

-

Other Payables Total 0.07 - 0.03 - - - - - - - 0.10 -

F-181

(` in million)



Subsidiaries/

Fellow

Subsidiaries /

Subsidiaries of

fellow subsidiary

companies

Joint Venture of

Holding Company

Key

Management

Personnel and

Relatives thereof

Enterprises in

which a substantial

interest in voting

power is owned

directly or

indirectly or over

which such a person

is able to exercise


Total

2011-12 2010-11 2011-12 2010-11 2011-12 2010-11 2011-12 2010-11 2011-12 2010-11 2011-12 2010-11

Unsecured Loans- Inter

Corporate Deposits

Religare Finvest

Limited 363.30 225.00

- - - - - - - - 363.30 225.00


Limited

- - - - - - - - 60.00 - 60.00 -


Limited

- - - - - - - - 765.00 - 765.00 -


Limited

- - - - - - - - - 200.00 - 200.00

Fortis Hospital

Limited

- - - - - - - - - 400.00 - 400.00

Unsecured Loans- Inter

Corporate Deposits

Total

363.30 225.00

- - - - - -

825.00 600.00 1,188.30 825.00

Interest accrued and

due

-

Religare Finvest

Limited 6.01 3.94

- - - - - - - - 6.01 3.94

Religare Aviation

Limited

- - - - - - - - - - - -


Limited

- - - - - - - - 24.46 - 24.46 -


Limited

- - - - - - - - - 0.17 - 0.17

F-182

(` in million)



Subsidiaries/

Fellow

Subsidiaries /

Subsidiaries of

fellow subsidiary

companies

Joint Venture of

Holding Company

Key

Management

Personnel and

Relatives thereof

Enterprises in

which a substantial

interest in voting

power is owned

directly or

indirectly or over

which such a person

is able to exercise


Total

2011-12 2010-11 2011-12 2010-11 2011-12 2010-11 2011-12 2010-11 2011-12 2010-11 2011-12 2010-11

Fortis Hospital

Limited

- - - - - - - - - 0.33 - 0.33

Interest accrued and

due Total

6.01 3.94

- - - - - - 24.46 0.50 30.47 4.44

Unsecured Loans Total 369.30 228.94 - - - - - - 849.46 600.50 1,218.77 829.44

F-183

32 Other Notes

(a) There are no transactions during the year with Micro, Small and Medium enterprises and as such there is no balance

outstanding as at March 31, 2012.

(b) Pursuant to the requirement of the Housing Finance Companies (NHB) Directions,2010;

(I) The Company has been granted a new registration No.10.0088.10 dated October 1, 2010 under section

29A of the National Housing Bank Act, 1987 by the National Housing Bank, consequent upon change in

the name of the Company;

(II) The Company has neither accepted nor renewed any fresh public deposits during the current year.

Accordingly, liquidity requirements as specified under section 29B of the National Housing Bank Act,

1987 does not arise;

(III) The Company has complied with the section 29C of the National Housing Bank Act, 1987 and

transferred ` 22.58 million (Previous year is `20.17 million) to the special reserve fund created under

section 36(1) (viii) of the Income tax Act, 1961 which is in excess of twenty per cent of its net profit;

(IV) The Company has complied with the provisions of the Housing Finance Companies (NHB) Directions

2010;

(V) Capital to Risk(Weighted) Assets Ratio(CRAR) as disclosed in the return submitted to National Housing

Bank has been correctly determined and is in compliance with the minimum as prescribed by the

National Housing Bank in these Directions 2010;

(VI) The total borrowings of the Company together with the amounts referred to in sub clauses (iii) to (vii) of

sub section (bb) of section 45 I of the Reserve Bank of India Act, 1934 are within the limit prescribed by

the Housing Finance Companies (NHB) Directions, 2010 and further, the Company has not taken any

loans from the National Housing Bank during the year and no balance is outstanding as on the Balance

Sheet date.

(VII) During the current year no new branch office has been opened by the Company. The Company has not

closed any branch during the year ended March 31, 2012;

(VIII) There are no Fines and Penalties paid during the year ended March 31, 2012 [Previous year is Nil].

(c) During the year, the Company has acquired certain loan portfolio from Religare Finvest Limited (the Holding

Company) at par aggregating `195.15 million (previous year is ` 143.85 million) and recognized as assets in the

books. The details of the loan portfolio acquired are as under:

S.No.

Particulars

2011-12

2010-11

(i) Loan Portfolio acquired (in Nos.)

(a) Housing 8 -

(b) Non-Housing 29 35

Total 37 35

(ii) Book Value of Loan Portfolio acquired (`in million)

(a) Housing 12.63 -

(b) Non-Housing 182.52 143.85

Total 195.15 143.85

(iii) Sale consideration for Loan Portfolio acquired (`in million)

(a) Housing 12.63 -

(b) Non-Housing 182.52 143.85

Total 195.15 143.85

F-184

(d) Disclosure of details as required by Para 4 of National Housing Bank Circular No. NHB/ND/DRS/Pol-No. 35/2010-

11 dated October 10, 2010:

i. Capital to Risk Assets Ratio (CRAR)

S.No. Items 2011-12 2010-11

(i) CRAR (%) 41.66% 44.30%

(ii) CRAR - (Tier I Capital (%) 41.66% 44.30%

(iii) CRAR - (Tier II Capital (%) - -

ii. Exposure to Real Estate Sector

Category 2011-12 2010-11


(a) Direct Exposures

(i)Residential Mortgages:-

(a) Individuals housing loans upto ` 15 lacs 83.76 112.88

(b) Individuals housing loans more than ` 15 lacs 1,472.23 2,096.70

(ii) Commercial Real Estate 269.27 27.59

(iii) Investments in Mortgage Backed Securities (MBS)

and other Securitised exposures:-

(a) Residential, - -

(b) Commercial Real Estate. - -

(b) Indirect Exposures

Fund based and non-fund based exposures on National

Housing Bank(NHB) and Housing Finance

Companies(HFCs)

- -

F-185

iii Assets Liabilities Management


Maturity pattern of certain items of assets and liabilities

(` in million)

Particulars

1 day to

30/31 days

(One

Month)

Over 1

month

to 2

months

Over 2

months to 3

months

Over 3

months to 6

months

Over 6

months to one

year

Over 1 year

to 3years

Over 3

years to five

years

Over 5

years to 7

years

Over 7

years to10

years

Over 10

years Total

Liabilities

Borrowing from Banks 4.05 4.05 4.05 12.14 24.29 97.14 97.14 97.14

-

- 340.00

Market Borrowings -

- 363.30 - 825.00

-

-

-

-

- 1,188.30

Assets -

-

- - -

-

-

-

-

-

-

Advances* 41.46 6.60 6.66 20.20 42.11 573.17 216.82 264.52 532.91 978.32 2,682.77

Investments -

-

-

- -

-

-

-

-

-

- *Net of Provision for Non-Performing Assets (NPA).


Maturity pattern of certain items of assets and liabilities

(` in million)


30/31 days

(One

Month)

Over 1

month

to 2

months

over 2

months to 3

months

over 3

months to 6

months

over 6

months to

one year

over 1 year

to 3years

over 3 years

to five years

over 5

years to 7

years

over 7 years

to10 years

over 10

years

Total

Liabilities

Borrowing from Banks 61.35 - - - - - - - - - 61.35

Market Borrowings 7.71 - 95.00 820.00 225.00 9.65 - - - - 1,157.36

Assets

Advances* 12.75 6.76 6.82 20.89 43.06 302.40 257.56 308.11 479.42 812.17 2249.94

Investments - - - - - - - - - - -

F-186

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

a) it is expected to be realized / settled, or is intended for sale or consumption, in the Company’s normal operating

cycle; or

b) it is held primarily for the purpose of being traded; or

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

d) 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

e) 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.

(f) Details of dues payable to Holding Company

(` in million)

Particulars

As at March 31

2012

Maximum Balance

During the current

Year

As at March 31

2011

Maximum Balance

During the previous

Year

Religare Finvest

Limited 369.31 1,010.00 228.94 256.38

*Outstanding Balance includes interest accrued and due of ` 6.01 million (Previous year ` 3.94 million).

(g) The Company presents its audited financial statements in Rupees , however the same has been presented in the summary

Statements in rupees millions rounded to two decimal places.

33

Previous Year Figures

The financial statements for the year ended March 31, 2011 had been prepared as per the applicable, pre-revised

Schedule VI to the Companies Act, 1956. Consequent to the notification of Revised Schedule VI under the

Companies Act, 1956, the financial statements for the year ended March 31,2012 are prepared as per Revised

Schedule VI. Accordingly, the previous year's figures have also been regrouped, rearranged and reclassified to

conform to the current year’s classification. The adoption of Revised Schedule VI for previous year figures does

not impact recognition and measurement principles followed for preparation of financial statements.

F-187

Religare Housing Development Finance Corporation

Limited

Statement of Accounting Ratios

Calculation of Return on Net Worth (RONW)

Annexure – V

` in million)

Particulars

Schedule As at March 31, As at March

31,

Annexure

IV 2012 2011

Net Profit After Tax 83.57 69.37

Net Worth

Share Capital 3.1 399.98 399.98

Share Application money - -

Reserves and Surplus 4 771.68 688.10

Intangible assets and Deferred tax asset (net) (17.68) (10.20)

Net Worth as at the end of financial year [Refer Note-(c)] 1,153.98 1,077.88

Return on Net Worth (%) =

Net Profit After Tax

-------------------------------*100

Net Worth

7.24% 6.44%

Calculation of Net Asset Value (NAV) per Equity Share

(` in million)

Particulars Schedule As at March 31, As at March 31,

Annexure

IV 2012 2011

Net Worth

Share Capital 3.1 399.98 399.98

Share Application money - -

Reserves And Surplus 4 771.68 688.10

Intangible assets and Deferred tax asset (net) (17.68) (10.20)

Net Asset Value [Refer Note-(c)] 1,153.98 1,077.88

Number of Equity shares outstanding as at end of the year 39,998,000 39,998,000

Net Asset Value per Equity Share (R) =

Net Asset Value

---------------------------------------* 100

Number of Equity Shares

28.85 26.95

F-188

Religare Housing Development Finance Corporation Limited

Calculation of Debt Equity Ratio

Annexure - V

(` in million)


As at March

31,

2012 2011

Pre-Issue Pre-Issue

Debt

Short Term [Refer Note- (a)] 1,218.80 61.35

Long Term [Refer Note- (b)] 343.06 -

Total Debt 1,561.86 61.35

Shareholders Funds

Share Capital 399.98 399.98

Reserves and Surplus 771.68 688.10

Total Shareholders Funds 1,171.66 1,088.08

Debt/Equity Ratio (Number of Times) =

Debt

----------------------------------------------------

Total Shareholders’ Fund (Equity)

1.33

0.06

Note:-

(a) Short Term Debt includes ` 1,188.30 million for Short Term Borrowings (refer Note 8) and ` 30.50 million for Interest

accrued and due on borrowings (refer Note 10 (b) – Other Current Liabilities).

(b) Long Term Debt includes ` 291.43 million for Long Term Borrowings (refer Note 5), ` 48.57 million for Current

maturities of Long Term Loan from Banks (refer Note 10 (a) - Other Current Liabilities) and ` 3.06 million for Interest

accrued and due on borrowings (refer Note 10 (b) – Other Current Liabilities).

(c) The Company is a Housing finance company registered with the National Housing bank (“NHB”) .Intangible assets and

deferred tax asset (net) has been deducted in calculating the Net worth and Net Asset Value as required by NHB

guidelines for net worth calculation.

Statement of Dividend Declared Annexure - VI

The Company has not declared any dividend during the financial year ended March 31, 2012 and March 31, 2011.

154

DISCLOSURES ON FINANCIAL INDEBTEDNESS AS ON MARCH 31, 2012

A. Details of Secured Borrowings:

Our Company’s secured borrowings as on March 31, 2012 amount to ` 92,249.13 million. The details of the individual borrowings are set out below:

1. Term Loans from Banks:

(`̀̀̀ in millions)

Sr.

No. Name of lender

Date of Sanction

Letter

Sanction

Amount

Amount

outstanding as on

March 31, 2012

Maturity term

(in years)

1 Andhra Bank March 29, 2012 1,000.00 1,000.00 5.00

2 Axis Bank Limited February 18, 2011 2,000.00 2,000.00 3.00

3 Axis Bank Limited September 9, 2010 3,000.00 2,610.00 5.00

4 Axis Bank Limited September 29,

2009 1,500.00 500.00 3.00

5 Bank Of India November 9, 2010 1,000.00 896.00 5.00

6 Bank of India January 3, 2011 2,000.00 2,000.00 2.00

7 Bank of Maharashtra October 1, 2010 500.00 468.74 5.00

8 Canara Bank October 26, 2010 2,500.00 2,233.09 4.00

9 Canara Bank March 15, 2012 1,000.00 993.83 4.00

10 Central Bank of India September 24,

2010 2,500.00 1,979.35 3.00

11 Central Bank of India March 21, 2012 3,000.00 2,999.99 5.00

12 Corporation Bank December 27,

2010 2,500.00 2,374.98 6.00

13 Dena Bank March 5, 2012 1,000.00 1,000.00 4.00

14 Deutsche Bank September 6, 2010 1,000.00 1,000.00 2.00

15 Federal Bank Limited September 15,

2011 300.00 240.00 2.50

16 Federal Bank Limited November 15,

2010 1,000.00 591.10 2.50

17 HDFC Bank Limited July 27, 2011 1,000.00 833.33 3.00

18 HDFC Bank Limited November 18,

2009 500.00 152.78 3.00

19 HDFC Bank Limited August 30, 2010 1,000.00 250.00 2.00

20 IDBI Bank Limited December 9, 2011 3,000.00 3,000.00 3.50

21 IDBI Bank Limited September 15,

2010 1,500.00 1,500.00 4.00

22 IDBI Bank Limited September 15,

2010 1,250.00 833.33 3.50

23 IDBI Bank Limited February 2, 2011 1,500.00 1,250.00 3.50

24 Indusind Bank Limited June 29, 2010 500.00 375.00 3.00

25 Oriental Bank of Commerce

September 20, 2010

1,000.00 895.79 5.00

26 Oriental Bank of Commerce

October 31, 2011 2,500.00 2,499.90 3.00

27 Punjab & Sind Bank September 24,

2010 1,500.00 1,153.88 4.25

28 Punjab National Bank March 15, 2011 2,500.00 2,499.89 5.00

155

Sr.

No. Name of lender

Date of Sanction

Letter

Sanction

Amount

Amount

outstanding as on

March 31, 2012

Maturity term

(in years)

29 Punjab National Bank June 28, 2011 2,500.00 2,499.91 5.00

30 Syndicate Bank February 6, 2010 1,500.00 750.00 3.00

31 Syndicate Bank September 25,

2010 1,500.00 1,406.25 5.00

32 Syndicate Bank February 23, 2012 2,000.00 2,000.00 5.00

33 UCO Bank December 12,

2011 1,000.00 999.65 4.00

34 Union Bank of India August 28, 2010 2,000.00 1,246.55 4.50

35 Union Bank of India March 30, 2011 2,000.00 1,620.87 4.50

36 United Bank of India March 6, 2012 2,000.00 1,999.95 5.00

37 Vijaya Bank January 5, 2012 750.00 749.48 3.00

38 Yes Bank Limited September 24,

2009 1,000.00 200.00 3.00

39 Yes Bank Limited March 29, 2010 1,000.00 333.33 3.00

40 Yes Bank Limited October 28, 2010 1,000.00 1,000.00 2.00

Total

61,800.00 52,936.98

2. Term Loans from Institutions:


Sr.

No. Name of lender

Date of Sanction

Letter

Sanction

Amount

Amount

outstanding as on

March 31, 2012

Maturity term

(in years)

1 SIDBI March 27, 2012 1,500.00 500.00 5.50

Total 1,500.00 500.00

3. Working Capital Facilities from Banks:

(`̀̀̀ in millions) Sr.

No. Name of lender

Date of Sanction

Letter

Sanction

Amount

Amount outstanding

as on March 31, 2012

1 Axis Bank Limited November 24, 2010 2,200.00 230.49

2 Central Bank of India March 30, 2011 2,500.00 2,498.74

3 Central Bank of India September 20, 2011 1,000.00 999.99

4 CITI BANK N.A. March 14, 2012 1,000.00 1,038.08

5 CITI BANK N.A. August 18, 2011 1,000.00 1,040.16

6 DBS Bank January 2, 2012 2,500.00 2,500.00

7 HDFC Bank Repo Deal December 27, 2011 868.26 868.26

8 ICICI Bank March 16, 2012 250.00 250.08

9 IDBI Bank Limited December 9, 2011 1,750.00 1,748.33

10 IDBI Bank Limited February 3, 2012 3,000.00 3,000.00

11 Punjab National Bank October 20, 2010 2,500.00 2,499.56

12 Union Bank of India December 28, 2011 3,000.00 2,993.30

13 Yes Bank Limited September 28, 2011 150.00 80.64

14 Yes Bank Limited August 17, 2009 850.00 500.00

Total 22,568.26 20,247.64

156

4. Working Capital Facility from Institutions:

(`̀̀̀ in millions) Sr.

No. Name of lender

Date of Sanction

Letter Sanction Amount

Amount outstanding as

on March 31, 2012

1 Citicorp Finance (India) Limited August 30, 2011 1,950.00 1,100.00

Total 1,950.00 1,100.00

5. Our Company has issued secured redeemable non convertible debentures on a private placement basis

of which `̀̀̀ 8,426.48 million is outstanding as on March 31, 2012 the details of which are set forth below:


Sr.

No.

Series

Date of allotment Amount outstanding


Date of

redemption

1. Series II Tranche 3 November 17, 2009 670.00 November 17, 2012

2. Series IV I STRPP A September 30, 2010 390.90 September 30, 2014

3. Series IV I STRPP B September 30, 2010 390.90 March 30, 2015

4. Series IV I STRPP C September 30, 2010 521.20 September 30, 2015

5. Series IV II September 30, 2010 200.00 September 30, 2013

6. Series VI Tranche I March 18, 2011 700.00 May 18, 2012

7. Series VI Tranche II March 18, 2011 200.00 June 6, 2012

8. Series VI Tranche III March 18, 2011 260.00 July 2, 2012

9. Series VI Tranche IV March 18, 2011 330.00 May 15, 2012

10. Series VII Tranche I March 31, 2011 500.00 April 23, 2012

11. Series VII Tranche II March 31, 2011 250.00 June 15, 2012

12. Series VII Tranche III March 31, 2011 230.00 April 27, 2012

13. Series IX April 13, 2011 543.48 May 15, 2012

14. Series XI July 15, 2011 230.00 August 15, 2012

15. Series XIII September 26, 2011 1,000.00 March 25, 2013

16. Series XVII Option 1 February 8, 2012 1.00 February 8, 2015



19. Series XVIII March 19, 2012 2,000.00 June 19, 2012

Total 8,426.48

6. Our Company has issued secured compulsorily convertible debentures on a private placement basis of

which `̀̀̀ 1,500.00 million is outstanding as on March 31, 2012 the details of which are set forth below:


Sr.

No.

Series Date of allotment Amount outstanding


Date of

redemption

1. Compulsorily Convertible Debenture

May 30, 2011 1,500.00 May 30, 2016

Total 1,500.00

7. Our Company has issued secured redeemable non convertible debentures of face value of `̀̀̀ 1,000/- each

through public issue (2011) of which `̀̀̀ 7,538.04 million is outstanding as on March 31, 2012 the details of

which are set forth below:


Sr.

No.



Date of

redemption

1. Option – I Category 1 September 23, 2011 225.80 September 23, 2016

2. Option – I Category 2 September 23, 2011 1,254.71 September 23, 2016

157

Sr.

No.



Date of

redemption

3. Option – I Category 3 September 23, 2011 1,089.72 September 23, 2016

4. Option – II Category 1 September 23, 2011 2,651.30 September 23, 2014

5. Option – II Category 2 September 23, 2011 1,596.19 September 23, 2014

6. Option – II Category 3 September 23, 2011 720.32 September 23, 2014

Total 7,538.04

B. Details of Unsecured Borrowings:

Our Company’s Unsecured Borrowings as on March 31, 2012 amount to ` 32,023.14 million, which does not include interest accrued and due on unsecured borrowings. The details of the individual Borrowings are set forth below:

1. Commercial Paper:


Sr.

No.

Name of holder Value Date Amount outstanding


Date of

redemption

1. Jm Mutual Fund March 16, 2012 169.89 April 3, 2012

2. ICICI Prudential Mutual Fund April 11, 2011 349.62 April 5, 2012

3. Sundaram Mutual Fund April 11, 2011 129.71 April 9, 2012

4. BNP Paribas Mutual Fund April 20, 2011 199.14 April 16, 2012

5. State Bank Of Mauritius Limited January 17, 2012 199.02 April 17, 2012

6. Sundaram Mutual Fund April 20, 2011 99.51 April 19, 2012

7. Deutsche Mutual Fund April 20, 2011 89.55 April 19, 2012

8. HDFC Bank Limited March 27, 2012 495.93 April 26, 2012

9. Zee Entertainment Enterprises Limited

January 31, 2012 495.48 April 30, 2012

10. L&T Mutual Fund May 4, 2011 118.94 May 3, 2012

11. BNP Paribas Mutual Fund May 11, 2011 173.17 May 9, 2012

12. BNP Paribas Mutual Fund May 11, 2011 173.17 May 9, 2012

13. Canara Bank February 15, 2012 246.62 May 15, 2012

14. Canara Bank February 28, 2012 98.22 May 28, 2012

15. Dabur India Limited December 13, 2011 98.04 June 8, 2012

16. Union KBC Mutual Fund March 15, 2012 244.45 June 14, 2012


March 14, 2012 486.34 June 14, 2012

18. DSP Merill Lynch Capital Limited March 19, 2012 972.72 June 14, 2012

19. ICICI Bank Limited March 20, 2012 2,931.90 June 14, 2012


March 20, 2012 485.59 June 18, 2012

21. Daiwa Mutual Fund March 20, 2012 242.73 June 19, 2012

22. Union KBC Mutual Fund March 20, 2012 242.68 June 19, 2012

23. Taurus Mutual Fund March 21, 2012 971.52 June 19, 2012

24. Deutsche Mutual Fund March 21, 2012 97.07 June 19, 2012

25. Reliance Mutual Fund December 22, 2011 487.29 June 22, 2012

26. Reliance Mutual Fund December 23, 2011 487.28 June 22, 2012

27. ICICI Bank Limited March 26, 2012 1,949.72 June 22, 2012

28. Axis Mutual Fund March 26, 2012 727.18 June 22, 2012

29. Reliance Mutual Fund March 26, 2012 1,936.99 June 25, 2012


31. Deutsche Mutual Fund June 27, 2011 58.54 June 26, 2012



158

Sr.

No.

Name of holder Value Date Amount outstanding


Date of

redemption

34. Bnp Paribas Mutual Fund March 27, 2012 145.33 June 26, 2012




38. BNP Paribas Mutual Fund March 29, 2012 290.45 June 28, 2012

39. Credit Suisse Finance (India) Private Limited

March 28, 2012 968.52 June 28, 2012

40. IDFC Limited March 30, 2012 968.16 June 28, 2012

41. IDFC Limited March 30, 2012 968.16 June 28, 2012

42. JM Mutual Fund March 30, 2012 967.01 June 29, 2012

43. L&T Mutual Fund July 14, 2011 48.61 July 13, 2012

44. Deutsche Mutual Fund July 22, 2011 194.11 July 20, 2012

45. National Bank For Agriculture And Rural Development

August 8, 2011 964.74 August 7, 2012

46. Unilazer exports and management consultants ltd

February 9, 2012 144.18 August 7, 2012

47. Jm mutual fund August 10, 2011 96.44 August 9, 2012

48. Dabur india ltd February 10, 2012 96.09 August 9, 2012

49. Deutsche mutual fund September 12, 2011 33.45

September 11, 2012

50. Dabur india ltd March 16, 2012 567.06

September 12, 2012

51. Deutsche mutual fund September 22, 2011 238.25

September 14, 2012

52. LIC Mutual Fund September 27, 2011 47.50

September 25, 2012

53. LIC Mutual Fund November 2, 2011 329.41 November 1, 2012

54. Canara HSBC Oriental Bank Of Commerce Life Insurance Company Limited

December 14, 2011 139.32 December 13, 2012


January 3, 2012 92.32 January 2, 2013


March 22, 2012 133.22 March 22, 2013

Total 24,925.14

2. Inter - Corporate Loans:


Sr.

No.

Name of depositor Date of

disbursement/renewal

Amount

outstanding as on

March 31, 2012

Date of

maturity

1. Religare Health Insurance Company Limited

February 15, 2012 1,120.00 May 16, 2012

Total 1,120.00

3. Unsecured Loans - Subordinated Debts:

Our Company has issued unsecured redeemable non convertible subordinated debentures each on a private placement basis of which ` 3,528.00 million is outstanding as on March 31, 2012 the details of which are set forth below:

159


Sr.

No.



Date of redemption

1. Series V March 31, 2011 800.00 August 31, 2016

2. Series X Tranche I June 30, 2011 550.00 March 30, 2017

3. Series X Tranche II July 26, 2011 1,175.00 April 26, 2017

4. Series XII Tranche I August 2, 2011 35.00 May 2, 2017

5. Series XII Tranche II August 30, 2011 236.00 May 30, 2017

6. Series XIV Tranche I October 25, 2011 50.00 July 25, 2017

7. Series XIV Tranche II November 30, 2011 336.00 May 30, 2017

8. Series XV December 22, 2011 339.00 June 22, 2017

9. Series XVI February 3, 2012 7.00 May 3, 2017

Total 3,528.00

4. Unsecured Loans from Banks:

i. Term Loans from Banks:


Sr.

No. Name of lender

Date of Sanction

Letter

Sanction

Amount

Amount

outstanding as on

March 31, 2012

Maturity term

(in years)

1 ICICI Bank Limited June 29, 2011 1,250.00 1,250.00 5.00

Total 1,250.00 1,250.00

ii. Short term facilities from Banks:


Sr.

No.

Name of lender Date of Sanction

Letter

Sanction Amount Amount outstanding as on

March 31, 2012

1. Standard Chartered Bank March 23, 2012 1,200.00 1,200.00

Total 1,200.00 1,200.00

C. Asset Liability Mismatch:

A portion of our funding requirements is met through short-term funding sources, being, bank loans, working capital demand loans, cash credit, short term loans and commercial papers. Further, a large portion of our loan assets mature over a medium/long term, while comparatively some of our liabilities in connection with the credit facilities obtained by us are for a relatively shorter periods of time. Consequently, our inability to obtain additional credit facilities or renew our existing credit facilities, in a timely manner or at all, may lead to mismatches between our assets and liabilities. For further information on such asset liability mismatch, please refer to Note No. 36 (d) (iii) of Annexure IV in the Financial Information of our Company, included herein.

Restrictive Covenants under our Financing Arrangements:

Some of the corporate actions for which our Company requires the prior written consent of lenders include the following:

1. to declare and/ or pay dividend to any of its shareholders whether equity or preference, during any financial

year unless our Company has paid to the lender the dues payable by our Company in that year; 2. to undertake or permit any merger, amalgamation or compromise with its shareholders, creditors or effect any

scheme of amalgamation or reconstruction;

160

3. to create or permit any charges or lien on any mortgaged properties; 4. to amend its MOA and AOA or alter its capital structure; and 5. to make any major investments by way of deposits, loans, share capital, etc. in any manner. Servicing behaviour on existing debt securities, payment of due interest on due dates on term loans and debt

securities.

As on the date of this Prospectus, there has been no default in payment of principal or interest on any existing term loan and debt security issued by the Issuer in the past. During the process of current Issue of NCDs, the Company may raise further funds through private placement of debentures or otherwise. This shall be within overall borrowing limits which the Board has been authorised to borrow pursuant to resolution passed by the shareholders of our Company at our EGM held on August 16, 2011.

161

MATERIAL DEVELOPMENTS

Save as disclosed hereinafter, there have been no material developments since March 31, 2012 which effect the

operations, or financial condition of our Company:

• Pursuant to a resolution of the Board of Directors of our Company passed at their meeting held on May 22,

2012, the approval of the shareholders of our Company pursuant to a special resolution passed at their AGM

held on June 1, 2012 and in accordance with provisions of Section 268 of the Act, an application has been made

to the Central Government (Ministry of Corporate Affairs) vide letter dated July 2, 2012, for altering the existing

Clause 130 of the Articles of Association of our Company, so that the office of a Whole Time Director on our

Board, can be made liable to retire by rotation.

• On June 29, 2012, our Company redeemed 625,000 Non Convertible Cumulative Redeemable Preference

Shares of face value of ` 10 (Rupees Ten each), aggregating to ` 6.25 million (Rupees Six Million Two

Hundred and Fifty Thousand only) to ICICI Bank Limited.

• As on June 30, 2012, our loan book size stood at ` 135,023.21 million and our gross and net NPAs as a

percentage of our total loan book was 0.94% and 0.59% respectively.

• As of August 31, 2012 the total short term secured debentures of the Company increased to ` 5,750 million as

compared to `2,000 million as of March 31, 2012.

• As of August 31, 2012 the total short term unsecured commercial papers increased to ` 29,895.96 million as

compared to ` 24,925.14 million as of March 31, 2012.

• As of August 31, 2012, the long term debentures (including amounts reported under "Current maturities of

long-term debt" as part of "Other Current Liabilities") of the Company decreased to `17,976.25 million from

` 18,992.53 million as of March 31, 2012.

• As of August 31, 2012 the total long term loans from banks (including amounts reported under "Current

maturities of long-term debt" as part of "Other Current Liabilities"), of the Company increased to ` 61,582.80

million, as compared to ` 54,686.97 million as of March 31, 2012.

• Mr. Shivinder Mohan Singh, the individual promoter of our Promoter, REL, has furnished a personal

guarantee dated September 3, 2012 on behalf of our Company, ("Guarantee"), to Axis Trustee Services

Limited, the debenture trustee Series - XXII 12.50% privately placed secured rated listed redeemable non-

convertible debentures of face value `1 million (Rupees One Million) each, ("Series - XXII Bonds")

aggregating to `650 million.

Pursuant to the aforesaid Guarantee, Mr. Shivinder Mohan Singh has guaranteed to Axis Trustee Services

Limited that in the event of our Company fails to (a) obtain the required no-objection certificate(s) from its

162

existing lenders, execute all relevant documents and (b) create the required security in connection with the

Series - XXII Bonds in accordance with terms of issue thereof within 3 months from the deemed date of

allotment of the Series - XXII Bonds or any agreed extension thereof, the Mr. Shivinder Mohan Singh shall,

upon a demand by the Axis Trustee Services Limited, promptly pay and make good the the outstanding

principal amount along with interest and other dues in connection with the Series - XXII Bonds without

dispute, demur or delay within the prescribed timeframe.

163

SECTION VI : ISSUE RELATED INFORMATION

TERMS OF THE ISSUE

Principal Terms & Conditions of this Issue The NCDs being offered as part of the Issue are subject to the provisions of the Debt Regulations, the Act, the Memorandum and Articles of Association of our Company, the terms of the Draft Prospectus, this Prospectus, the Application Forms, the terms and conditions of the Debenture Trustee Agreement and the Debenture Trust Deed, other applicable statutory and/or regulatory requirements including those issued from time to time by SEBI/the Government of India/BSE/NSE, RBI, and/or other statutory/regulatory authorities relating to the offer, issue and listing of securities and any other documents that may be executed in connection with the NCDs. Ranking of NCDs The NCDs would constitute direct and secured obligations of ours and shall rank pari passu inter se, and subject to any obligations under applicable statutory and/or regulatory requirements, shall also, with regard to the amount invested, be secured by way of a first pari passu floating charge on the Standard Business Receivables of our Company and a first pari passu charge on the identified immovable property to the extent of at least 1.1 times of

the amounts outstanding in respect of the NCDs at any time. The claims of the NCD holders shall be superior to the claims of any unsecured creditors, subject to applicable statutory and/or regulatory requirements and shall rank pari passu to the claims of the secured creditors of the Company having a first floating charge on the Standard Business Receivables of the Company and a first pari-passu charge over the identified immovable property to be charged as security in connection with the NCDs. Our Company confirms that all permissions and/or consents for creation of a pari passu charge on the Standard Business Receivables and identified immovable property as stated above, have been obtained from all relevant creditors and lenders of our Company, who have an existing charge over the above mentioned assets. Debenture Redemption Reserve

Section 117C of the Act states that any company that intends to issue debentures must create a DRR to which adequate amounts shall be credited out of the profits of the company until the redemption of the debentures. The Ministry of Corporate Affairs has, through its circular dated April 18, 2002, (“Circular”), specified that the quantum of DRR to be created before the redemption liability actually arises in normal circumstances should be ‘adequate’ to pay the value of the debentures plus accrued interest, (if not already paid), till the debentures are redeemed and cancelled. The Circular however further specifies that, for NBFCs like our Company, (NBFCs which are registered with the RBI under Section 45-IA of the RBI Act), the adequacy of the DRR will be 50% of the value of debentures issued through the public issue. Accordingly our Company is required to create a DRR of 50% of the value of debentures issued through the public issue. As further clarified by the Circular, the amount to be credited as DRR will be carved out of the profits of the Company only if there is profit for the particular year and there is no obligation on the part of the company to create DRR if there is no profit for the particular year. Our Company shall credit adequate amounts to DRR, from its profits every year until such NCDs are redeemed. The amounts credited to DRR shall not be utilized by the Company except for the redemption of the NCDs.

Face Value

The face value of each NCD shall be ` 1,000. NCD holder not a Shareholder The NCD holders will not be entitled to any of the rights and privileges available to the equity and/or preference shareholders of our Company. Rights of NCD holders

Some of the significant rights available to the NCD Holders are as follows:

164

1. The NCDs shall not, except as provided in the Act, our Memorandum and Articles of Association and/or the Debenture Trust Deed, confer upon the holders thereof any rights or privileges available to our Company’s members/shareholders including, without limitation, the right to attend and/or vote at any general meeting of our Company’s members/shareholders. However, if any resolution affecting the rights attached to the NCDs is to be placed before the members/shareholders of our Company, the said resolution will first be placed before the concerned registered NCD Holders for their consideration. In terms of Section 219(2) of the Act, holders of NCDs shall be entitled to a copy of the balance sheet and copy of trust deed on a specific request made to our Company.

2. Subject to applicable statutory/regulatory requirements and terms of the Debenture Trust Deed, including

requirements of the RBI, the rights, privileges and conditions attached to the NCDs may be varied, modified and/or abrogated with the consent in writing of the holders of at least three-fourths of the outstanding amount of the NCDs or with the sanction of a special resolution passed at a meeting of the concerned NCD Holders, provided that nothing in such consent or resolution shall be operative against us, where such consent or resolution modifies or varies the terms and conditions governing the NCDs, if the same are not acceptable to us.

3. Subject to applicable statutory/regulatory requirements and terms of the Debenture Trust Deed, the registered

NCD Holder or in case of joint-holders, the one whose name stands first in the register of debenture holders shall be entitled to vote in respect of such NCDs, either in person or by proxy, at any meeting of the concerned NCD Holders and every such holder shall be entitled to one vote on a show of hands and on a poll, his/her voting rights on every resolution placed before such meeting of the NCD Holders shall be in proportion to the outstanding nominal value of NCDs held by him/her.

4. The NCDs are subject to the provisions of the Debt Regulations, the Act, the Memorandum and Articles of

Association of our Company, the terms of the Draft Prospectus, this Prospectus, the Application Forms, the terms and conditions of the Debenture Trust Deed, requirements of the RBI, other applicable statutory and/or regulatory requirements relating to the issue and listing, of securities and any other documents that may be executed in connection with the NCDs.

5. A register of NCD Holders will be maintained in accordance with Section 152 of the Act and all interest

and principal sums becoming due and payable in respect of the NCDs will be paid to the registered holder thereof for the time being or in the case of joint-holders, to the person whose name stands first in the Register of NCD Holders as on the record date.

6. Subject to compliance with RBI requirements, NCDs can be rolled over only with the consent of the holders

of at least 75% of the outstanding amount of the NCDs after providing at least 21 days prior notice for such roll over and in accordance with the Debt Regulations. Our Company shall redeem the debt securities of all the debt securities holders, who have not given their positive consent to the roll-over.

The aforementioned rights of the NCD Holders are merely indicative. The final rights of the NCD Holders will be as per the terms of the Prospectus and the Debenture Trust Deed to be executed between our Company and the Debenture Trustee.

Minimum Subscription

If our Company does not receive the minimum subscription of 75% of the Base Issue, i.e. ` 1,875 million, on the date of closure of the Issue, the entire subscription shall be refunded to the applicants within the time prescribed under applicable statutory/regulatory requirements. If there is delay in the refund of subscription by more than 8 days after our Company becomes liable to refund the subscription amount, our Company will pay interest for the delayed period, at rates prescribed under sub-sections (2) and (2A) of Section 73 of the Companies Act, 1956.

Market Lot & Trading Lot As per the Debt Regulations, the trading of the NCDs on the floor of the Stock Exchanges shall be in dematerialized form only. Since trading of the NCDs is in dematerialized form on the floor of the Stock

165

Exchanges, the tradable lot is one NCD. Please note that the NCDs shall cease to trade from the Record Date (for payment of the principal amount and the applicable premium for such NCDs) prior to redemption of the NCDs. Allotment in the Issue to all Allottees, will be in electronic form in multiples of one NCD. For further details of refer to chapter titled “Issue Procedure” on page 181 of this Prospectus. Nomination facility to NCD holder In accordance with Section 109A of the Act, the NCD Holder, may nominate any one person (being an Individual) who, in the event of death of Applicant the NCDs Allotted, if any, will vest. A person, being a nominee, becoming entitled to the NCD by reason of the death of the NCD Holder(s), shall be entitled to the same rights to which he would be entitled if he were the registered holder of the NCD, subject to other terms and conditions as detailed in the Draft Prospectus and/or this Prospectus. Where the nominee is a minor, the NCD Holder(s) may make a nomination to appoint, in the prescribed manner, any person to become entitled to the NCD(s), in the event of his death, during the minority. A nomination shall stand rescinded upon sale of a NCD by the person nominating. A buyer will be entitled to make a fresh nomination in the manner prescribed. When the NCD is held by two or more persons, the nominee shall become entitled to receive the amount only on the demise of all the holders. Fresh nominations can be made only in the prescribed form available on request at our Registered/ Corporate Office or at such other addresses as may be notified by us. In accordance with Section 109B of the Act, any person who becomes a nominee by virtue of the provisions of Section 109A of the Act, shall upon the production of such evidence as may be required by our Board, elect either: (a) to register himself or herself as the holder of the NCDs; or (b) to make such transfer of the NCDs, as the deceased holder could have made. Further, our Board may at any time give notice requiring any nominee to choose either to be registered himself or herself or to transfer the NCDs, and if the notice is not complied with, within a period of 90 days, our Board may thereafter withhold payment of all interests or other monies payable in respect of the NCDs, until the requirements of the notice have been complied with. For all NCDs held in the dematerialized form, nominations registered with the respective Depository Participant of the Applicant would prevail. If the investors require changing their nomination, they are requested to inform their respective Depository Participant in connection with NCDs held in the dematerialized form. Jurisdiction Exclusive jurisdiction for the purpose of the Issue is with the competent courts of jurisdiction in New Delhi, India. Application in the Issue

NCDs being issued through the Prospectus can be applied for in the dematerialised form only through a valid Application Form filled in by the Applicant along with attachment, as applicable. There shall be separate Application Forms for NRI Applicants applying for NCDs on a non-repatriation basis Period of Subscription

Issue Opens on September 14, 2012

Closing Date September 27, 2012

166

Applications Forms for the Issue will be accepted only between 10 a.m. and 5.00 p.m. (Indian Standard Time) or such extended time as may be permitted by the Stock Exchanges, during the Issue Period as mentioned above on all days between Monday and Friday (both inclusive barring public holiday), (i) by the Lead Managers, Lead Brokers, sub-brokers or the Trading Members of the Stock Exchange, as the case maybe, at the centers mentioned in Application Form through the non-ASBA mode or, (ii) in case of ASBA Applications, (a) directly by the Designated Branches of the SCSBs or (b) by the centers of the Lead Managers, Lead Brokers, sub-brokers or the Trading Members of the Stock Exchange, as the case maybe, only at the Selected Cities. On the Issue Closing Date Application Forms will be accepted only between 10 a.m. and 3.00 p.m. (Indian Standard Time) and uploaded until 5.00 p.m. or such extended time as may be permitted by the Stock Exchanges.

Due to limitation of time available for uploading the Applications on the Issue Closing Date, Applicants are advised to submit their Application Forms one day prior to the Issue Closing Date and, no later than 3.00 p.m (Indian Standard Time) on the Issue Closing Date. Applicants are cautioned that in the event a large number of Applications are received on the Issue Closing Date, there may be some Applications which are not uploaded due to lack of sufficient time to upload. Such Applications that cannot be uploaded will not be considered for allocation under the Issue. Application Forms will only be accepted on Working Days during the Issue Period. Neither our Company, nor the Lead Managers, Lead Brokers, sub-brokers or Trading Members of the Stock Exchanges are liable for any failure in uploading the Applications due to failure in any software/ hardware systems or otherwise. Please note that the Basis of Allotment under the Issue will be on a date priority basis. The Issue may close on such earlier date or extended date as may be decided at the discretion of the duly authorised committee of Directors of our Company subject to necessary approvals. For further information on the Issue programme, please refer to “General Information – Issue Programme” page 36 of this Prospectus. In the event of such early closure or extension of the Issue, our Company shall ensure that notice of the same is provided to the prospective investors, on or before such early date of closure or the initial Closing Date, as the case may be, through advertisement/s in a leading national daily newspaper Restriction on transfer of NCDs There are no restrictions on transfers and transmission of NCDs and on their consolidation/ splitting except as may be required under RBI requirements and as provided in our Articles of Association. Please refer to the section titled “Summary of the Key Provisions of the Articles of Association” beginning on page 249 of this Prospectus. Issue and Allotment of NCDs to NRI applicants:

1. We propose to issue NCDs to NRIs on a non-repatriable basis. 2. Please note that our Company proposes to offer the NCDs to Applicants who are NRIs, in accordance with

the provisions of and subject to the restrictions contained in the Foreign Exchange Management (Borrowing and Lending in Rupees) Regulations, 2000 and other applicable statutory and/or regulatory requirements. We confirm that:

i. the rate of interest on each series of NCDs, (Series I and/or Series II), does not exceed the prime lending rate

of the State Bank of India as on the date on which the resolution approving the Issue was passed by our Board, plus 300 basis points;

ii. the period for redemption of each series of NCDs is not less than 36 months; iii. our Company does not and shall not carry on agricultural /plantation /real estate business/Trading in

Transferable Development Rights (TDRs) and does not and shall not act as Nidhi or Chit Fund company; iv. We will file the following with the nearest office of the Reserve Bank, not later than 30 days from the date-

A. of receipt of remittance of consideration received from NRIs in connection with the Issue, full details of the remittances received, namely; (a) a list containing names and addresses of each NRI Applicant who have remitted funds for investment in the NCDs on non-repatriation basis, (b) amount and date of receipt of remittance and its rupee equivalent; and (c) names and addresses of

167

authorised dealers through whom the remittance has been received; and B. of closure of the Issue, full details of the monies received from NRI Applicants, namely; (a) a list

containing names and addresses of each NRI Allottee and number of NCDs issued to each of them on non-repatriation basis, and (b) a certificate from our company secretary that all provisions of the FEMA Act, and rules and regulations made thereunder in connection with the issue of non-convertible debentures have been duly complied with.

v. Allotment of NCDs on a non-repatriation basis to NRIs shall be subject to the application monies paid by the

NRI is received either by remittance from outside India through normal banking channels or by transfer of funds held in the investor’s Non-resident Ordinary (NRO) account maintained with an authorised dealer or an authorised bank in India.

We further confirm that the monies received from NRIs who are allotted NCDs pursuant to the Issue, will not be utilised for any investment, whether by way of capital or otherwise, in any company or partnership firm or proprietorship concern or any entity, whether incorporated or not, or for the purpose of re-lending. For further details please refer to the section “Objects of the Issue” beginning on page 74 of this Prospectus.

168

ISSUE STRUCTURE

Public Issue of NCDs aggregating upto ` 2,500 million with an option to retain over-subscription upto ` 2,500

million for issuance of additional NCDs, aggregating to a total of up to ` 5,000 million.

The key common terms and conditions of the NCDs are as follows:

Particulars Terms and Conditions

Minimum Application Size The minimum number of NCDs per application form will be ten (10) amounting to ` 10,000/- (for all Series of NCDs namely, Series I, Series II, Series III, Series IV and Series V either taken individually or collectively) and in multiples of ` 1,000/- thereafter calculated on the basis of the total number of NCDs applied for under each such Application Form and not on the basis of any specific option

Mode of allotment Compulsorily in dematerialized form to all categories of investors

Terms of Payment Full amount on application

Trading Lot 1 (one) NCD

Who can Apply Category I

Institutional Investors

• Resident Public financial institutions, statutory corporations, commercial banks, co-operative banks and regional rural banks incorporated in India and authorized to invest in the NCDs;

• Indian Provident funds, pension funds, superannuation funds and gratuity funds, authorized to invest in the NCDs;

• Indian venture capital funds registered with SEBI;

• Indian insurance companies registered with the IRDA;

• National Investment Fund; and

• Indian Mutual Funds registered with SEBI.

Category II

Non Institutional Investors

• Companies, bodies corporate and societies, registered under the applicable laws in India, and authorized to invest in the NCDs;

• Trusts settled under the Indian Trusts Act, 1882, public/private charitable/religious trusts settled and/or registered in India under applicable laws, which are authorized to invest in the NCDs;

• Resident Indian scientific and/or industrial research organizations, authorized to invest in the NCDs;

• Partnership firms formed under applicable laws in India in the name of the partners, authorized to invest in the NCDs; and

• Limited Liability Partnerships formed and registered under the provisions of the Limited Liability Partnership Act, 2008 (No. 6 of 2009), authorized to invest in the NCDs.

Category III*

Non Reserved Individual Investors

• Resident Indian individuals who apply for NCDs aggregating to a value more than ` 0.5 million, across all Series of NCDs,;

169

Particulars Terms and Conditions

• Hindu Undivided Families through the Karta who apply for NCDs aggregating to a value more than ` 0.5 million, across all Series of NCDs,; and

• Eligible Non Resident Individuals (on a non-repatriation basis only) who apply for NCDs aggregating to a value more than ` 0.5 million, across all Series of NCDs.*

Category IV

Reserved Individual Investors

• Resident Indian individuals who apply for NCDs aggregating to a value not more than ` 0.5 million, across all Series of NCDs;

• Hindu Undivided Families through the Karta who apply for NCDs aggregating to a value not more than ` 0.5 million, across all Series of NCDs; and

• Eligible Non Resident Individuals (on a non-repatriation basis only) who apply for NCDs aggregating to a value not more than ` 0.5 million, across all Series of NCDs.*

* An NRI can apply for NCDs offered in the Issue subject to the conditions and restrictions contained in the FEMA (Borrowing or Lending in Rupees) Regulations, 2000, as amended from time to time and other applicable statutory and/or regulatory requirements. Please note that Eligible NRIs should ensure that they are in compliance with applicable statutory and/or regulatory requirements in India and the other jurisdictions to which they are subject, before they apply for NCDs under the Issue, and that our Company and the Lead Managers shall not be liable for any consequences in connection with any non-compliances by such Eligible NRIs. Please note that it is clarified that Persons Resident Outside India other than Eligible NRIs applying for NCDs on a non-repatriation basis shall not be entitled to participate in the Issue and any applications from such persons are liable to be rejected.

Participation by any of the above-mentioned investor classes in this Issue will be subject to applicable statutory

and/or regulatory requirements. Applicants are advised to ensure that applications made by them do not exceed the

investment limits or maximum number of NCDs that can be held by them under applicable statutory and/or

regulatory provisions.

In case of Application Form being submitted in joint names, the applicants should ensure that the de-mat account is also held in the same joint names, and the names are in the same sequence in which they appear in the Application Form.

Applicants are advised to ensure that they have obtained the necessary statutory and/or regulatory

permissions/consents/approvals in connection with applying for, subscribing to, or seeking allotment of NCDs

pursuant to the Issue.

For further details, please see “Issue Procedure” beginning on page 181 of this Prospectus.

Principal Terms and Conditions of the Issue

TERMS AND CONDITIONS IN CONNECTION WITH THE NCDs

Nature of the NCDs

We are offering secured redeemable NCDs which will be issued at a face value of ` 1,000/- per NCD. Interest on the NCDs shall be payable on annual or cumulative basis depending on the option selected by the NCD holder as provided below:


Tenor Thirty six months and one day from the Deemed Date of Allotment




the Deemed Date of

170


Allotment.


the Deemed Date of

Allotment.

Frequency of

Interest

Payment

Annual Cumulative Annual Cumulative Cumulative

Minimum

Application

` 10,000/- (10 NCDs) (for all Series of NCDs, namely Series I, Series II, Series III, Series IV and Series V either taken individually or collectively)

In Multiples

of

` 1,000 (1 NCD) ` 1,000 (1 NCD)

` 1,000 (1 NCD) ` 1,000 (1 NCD) ` 1,000 (1 NCD)

Face Value of

NCDs

` 1,000 ` 1,000 ` 1,000 ` 1,000 ` 1,000

Issue Price (`/

NCD)

` 1,000 ` 1,000 ` 1,000 ` 1,000 ` 1,000

Mode of

Interest

Payment and

/or

Redemption

of NCDs

Through Options available

Coupon (%

per annum)

12.25 Not Applicable For NCD Holders in the Reserved


12.50


12.25

Not Applicable Not Applicable

Effective

Yield (%per

annum) on

any Record

Date

12.25 12.25 For NCD Holders in the Reserved


12.50


12.25


Reserved Individual


12.50


12.25


Reserved Individual


12.6184


12.2462

Redemption

Amount (`̀̀̀/

NCD)

Repayment of the Face Value plus any interest that may have accrued till the Redemption Date.

` 1,414.36 Repayment of the Face Value plus any interest that may have accrued till the Redemption Date.


Reserved Individual

Portion (Category IV) - ` 1,802.03

For all other NCD Holders - ` 1,782.10

` 2,000.00

Put and Call

Option

None

171


Redemption

Date

Thirty six months and one day from the Deemed Date of Allotment




the Deemed Date of

Allotment.


the Deemed Date of

Allotment.

Security Pari-Passu with other secured creditors of our Company having a first floating pari passu charge on the Standard Business Receivables of our Company and a first pari-passu charge over the identified immovable property to be charged as security in connection with the NCDs and priority over unsecured creditors, to the extent of at least 1.1 times of the amounts outstanding in respect of the NCDs at any time

Record Date 10 (ten) days prior to the date on which interest is due and payable, or the date of redemption, or as prescribed by the relevant stock exchange(s)


10 (ten) days prior to the date on which interest is due and payable, or the date of redemption, or as prescribed by the relevant stock exchange(s)

10 (ten) days prior to the the date of redemption or as may be prescribed by the relevant stock exchange(s)


Deemed Date

of Allotment

The Deemed Date of Allotment for the NCDs shall be the date of issue of the Allotment Advice/Regret or such date as may be determined by the Board of our Company and/or a duly authorized committee thereof and notified to the Stock Exchanges

Credit Rating

CARE “CARE AA-” for an amount upto ` 5,000 million

ICRA ‘[ICRA] AA-(negative)’ for an amount upto ` 5,000 million

Listing The NCDs offered through this Prospectus are proposed to be listed on NSE and BSE

Depositories NSDL & CDSL

* For various options of interest payment, please refer page 171 of this Prospectus.

Deemed Date of Allotment: The Deemed Date of Allotment for the NCDs shall be the date of issue of the Allotment Advice / Regret or such date as may be determined by the Board of our Company and/or a duly authorized committee thereof and notified to the Stock Exchanges. All benefits under the NCDs including payment of interest will accrue to the NCD Holders from the Deemed Date of Allotment. Actual Allotment may occur on a date other than the Deemed Date of Allotment.

Record Date: The record date (a) in connection with Series I and Series III NCDs shall be 10 days prior to the date on which interest is due and payable, or the date of redemption, or as may be prescribed by the relevant stock exchanges, and (b) in connection with Series II, Series IV and Series V NCDs shall be 10 days prior to the date of redemption of the Series II, Series IV and Series V NCDs, or as may be prescribed by the relevant stock exchanges.

Interest and Payment of Interest

A. Interest

For Series I NCDs: Interest would be paid annually at 12.25% per annum, on the amount outstanding from time to time, commencing from the Deemed Date of Allotment:

172

For Series II NCDs: In case of Series II, no interest shall be payable. However, Series II NCDs shall be redeemed at the end of thirty six months and one day from the Deemed Date of Allotment at ` 1,414.36.

For Series III: Interest would be paid annually at the following rates of interest in connection with the relevant categories of NCD holders as on the Record Date, on the amount outstanding from time to time, commencing from the Deemed Date of Allotment:

Category of NCD Holder Rate of Interest/Coupon per annum (%)

Institutional Portion (Category I) 12.25

Non-Institutional Portion (Category II) 12.25

Non -Reserved Individual Portion (Category III) 12.25

Reserved Individual Portion (Category IV) 12.50

For Series IV: In case of Series IV, no interest shall be payable. However, Series IV NCDs shall be redeemed at the end of sixty months from the Deemed Date of Allotment at the following amounts based on the relevant categories of NCD holders as on the Record Date for redemption of the Series IV NCDs.

Category of NCD Holder Face Value (`̀̀̀ per NCD) Amount payable at the time

of Redemption (`̀̀̀ per NCD)

Institutional Portion (Category I) 1,000 1,782.10

Non-Institutional Portion (Category II) 1,000 1,782.10

Non-Reserved Individual Portion (Category III)

1,000 1,782.10

Reserved Individual Portion (Category IV) 1,000 1,802.03

For Series V: In case of Series V, no interest shall be payable. However, Series V NCDs shall be redeemed at the end of seventy months from the Deemed Date of Allotment at ` 2,000.00, in case of Category IV NCD Holders and at the end of seventy two months from the Deemed Date of Allotment at ` 2,000.00, in case of all other NCD Holders.

If the date of interest payment falls on a Saturday, Sunday or a public holiday in Mumbai or any other payment centre notified in terms of the Negotiable Instruments Act, 1881, then interest would be paid on the next working day. Payment of interest would be subject to the deduction as prescribed in the I.T. Act or any statutory modification or re-enactment thereof for the time being in force.

Please note that in case the NCDs are transferred and/or transmitted in accordance with the provisions of this Prospectus read with the provisions of the Articles of Association of our Company, the transferee of such NCDs or the deceased holder of NCDs, as the case may be, shall be entitled to any interest which may have accrued on the NCDs.

As per clause (ix) of Section 193 of the I.T. Act, no tax is required to be deducted on any interest payable on any security issued by a company, where such security is in dematerialized form and is listed on a recognized stock exchange in India in accordance with the Securities Contracts (Regulation) Act, 1956 (42 of 1956) and the rules made thereunder. Accordingly, no tax will be deducted at source from the interest on listed NCDs held in the dematerialised form.

On any relevant Record Date the Registrar and/or our Company shall determine the list and identity of NCD Holders, (based on their DP identification, PAN and/or entries in the register of NCD Holders), and make applicable interest payments. The categories of the NCD Holders, will be identified based on the details obtained from the depository database.

B. Payment of Interest

Annual Payment of Interest for Series I and Series III NCDs For NCDs subscribed under Series I and Series III, the relevant interest will be paid on the first day of April every year for the amount outstanding. The first interest payment will be made on April 1, 2013 for the period commencing from the Deemed Date of Allotment till March 31, 2013. The last interest payment will be made at the time of redemption of the NCD on a pro rata basis.

173

Basis of payment of Interest

Payment of (a) interest and/or redemption amount in case of Series I and Series III NCDs and (b) the face value of the NCDs plus the applicable accrued interest on redemption in case of Series II, Series IV and Series V NCDs, will be made to those NCD Holders (or to first holder in case of joint-holders), and/or the details obtained from the depository database, as on the applicable Record Date. On every relevant Record Date the Registrar and/or our Company shall determine the list and identity of NCD Holders, (based on their DP identification, PAN and/or entries in the register of NCD Holders), and make applicable interest payments. We may enter into an arrangement with one or more banks in one or more cities for direct credit of interest to the account of the investors. In such cases, interest, on the interest payment date, would be directly credited to the account of those investors who have given their bank mandate. We may offer the facility of NECS, NEFT, RTGS, Direct Credit and any other method permitted by RBI and SEBI from time to time to help NCD Holders. The terms of this facility (including towns where this facility would be available) would be as prescribed by RBI. Refer to the paragraph on “Manner of Payment of Interest/Refund/Redemption Amounts” at page 175 in this Prospectus. C. Day Count Convention:

Interest shall be computed on a 365 days-a-year basis on the principal outstanding on the NCDs. However, where the interest period (start date to end date) includes February 29, interest shall be computed on 366 days-a-year basis, on the principal outstanding on the NCDs D. Effect of holidays on payments:

If the date of payment of interest or principal or any date specified does not fall on a Working Day, then the succeeding Working Day will be considered as the effective date for such payment of interest or principal, as the case may be (the “Effective Date”). Interest and principal or other amounts, if any, will be paid on the Effective Date. For avoidance of doubt, in case of interest payment on Effective Date, interest for period between actual interest payment date and the Effective Date will be paid in normal course in next interest payment date cycle. Payment of interest will be subject to the deduction of tax as per Income Tax Act or any statutory modification or re-enactment thereof for the time being in force. In case the Maturity Date falls on a holiday, the payment will be made on the next Working Day, without any interest for the period overdue.

E. Interest on Application Money

Interest on application monies received which are used towards allotment of NCDs Our Company shall pay interest on application money on the amount allotted, subject to deduction of income tax under the provisions of the Income Tax Act 1961, as amended as applicable, to any applicants to whom NCDs are allotted, other than ASBA applicants, pursuant to the Issue from the date of realization of the cheque(s)/demand draft(s) or 3 (three) days from the date of receipt of the application (being the date of presentation of each application as acknowledged by the Bankers to the Issue) whichever is later upto one day prior to the Deemed Date of Allotment, at the rate of 9.00 % per annum. Our Company has a right to withdraw the Issue at anytime 2 (two) days prior to Issue closing date for receiving subscription in the Issue. Our Company shall in the event of such withdrawal, subject to receipt of a minimum subscription of 75 % of the Base Issue, i.e. ` 1,875 million, allot NCDs to all applicants who have applied for NCDs upto one day prior to the date by which Company gives notice for withdrawal of Issue. However, it is clarified that in the event that our Company does not receive a minimum subscription of 75 % of the Base Issue, i.e. ` 1,875 million our Company will not allot any NCDs to applicants. Further our Company shall pay interest on application money on the amount allotted, subject to deduction of income tax under the provisions of the Income Tax Act, 1961, as amended, as applicable, to any applicants to whom NCDs are allotted pursuant to the Issue from the date of realization of the cheque(s)/demand draft(s) or 3 (three) days from the date of receipt of the application (being the date of presentation of each application as acknowledged by the Bankers to the Issue) whichever is later upto one day prior to the Deemed Date of Allotment, at the rate of 9.00% per annum. However, it is clarified that in the event that our

174

Company does not receive a minimum subscription of 75 % of the Base Issue, i.e. ` 1,875 million our Company will not allot any NCDs to applicants. Our Company may enter into an arrangement with one or more banks in one or more cities for direct credit of interest to the account of the applicants. Alternatively, the interest warrant will be dispatched along with the Letter(s) of Allotment at the sole risk of the applicant, to the sole/first applicant.

Interest on application monies received which are liable to be refunded Our Company shall pay interest on application money which is liable to be refunded, (other than the monies received after the closure of the Issue and other than ASBA applicants), to the applicants in accordance with the provisions of the Debt Regulations and/or the Companies Act, or other applicable statutory and/or regulatory requirements, subject to deduction of income tax under the provisions of the Income Tax Act 1961, as amended, as applicable, from the date of realization of the cheque(s)/demand draft(s) or 3 (three) days from the date of receipt of the application (being the date of presentation of each application as acknowledged by the Bankers to the Issue) whichever is later upto one day prior to the Deemed Date of Allotment, at the rate of 9.00% per annum. Such interest shall be paid along with the monies liable to be refunded. Such interest shall be paid along with the monies liable to be refunded. Interest warrant will be dispatched / credited (in case of electronic payment) along with the Letter(s) of Refund at the sole risk of the applicant, to the sole/first applicant. In the event our Company does not receive a minimum subscription of 75 % of the Base Issue, i.e. ` 1,875 million on the date of closure of the Issue, our Company shall pay interest on application money which is liable to be refunded to the applicants in accordance with the provisions of the Debt Regulations and/or the Companies Act, or other applicable statutory and/or regulatory requirements, subject to deduction of income tax under the provisions of the Income Tax Act, 1961, as amended. Provided that, notwithstanding anything contained hereinabove, our Company shall not be liable to pay any interest on monies liable to be refunded in case of (a) invalid applications or applications liable to be rejected, and/or (b) applications which are withdrawn by the applicant, (c) failure to obtain permission from the NSE to list the NCDs, subject to the provisions of section 73 (2) of the Act, and other statutory and/or regulatory requirements. Please refer to “Rejection of Applications” at page 198 of this Prospectus. Maturity and Redemption The NCDs issued pursuant to this Prospectus have a fixed maturity date. The date of maturity of the NCDs is as follows:

Series At the end of maturity period

I 36 months and one day from the Deemed Date of Allotment

II 36 months and one day from the Deemed Date of Allotment

III 60 months from the Deemed Date of Allotment

IV 60 months from the Deemed Date of Allotment

V 70 months from the Deemed Date of Allotment for Category IV NCD Holders and 72 months from the Deemed Date of Allotment for all other NCD Holders

Redemption Date

Each Series I NCD shall be redeemed at the Face Value thereof along with the interest accrued thereon, if any, at the end of thirty six months and one day from the Deemed Date of Allotment. Each Series II NCD shall be redeemed at the end of thirty six months and one day from the Deemed Date of Allotment at ` 1,414.36. Each Series III NCD shall be redeemed at the Face Value thereof along with the interest accrued thereon, if any, at the end of sixty months from the Deemed Date of Allotment.

175

Each Series IV NCD shall be redeemed at the end of sixty months from the Deemed Date of Allotment at ` 1,802.03, for Category IV NCD Holders and at the end of sixty months from the Deemed Date of Allotment at ` 1,782.10, for all other NCD Holders. Each Series V NCD shall be redeemed at the end of seventy months from the Deemed Date of Allotment at ` 2,000.00, for Category IV NCD Holders and at the end of seventy two months from the Deemed Date of Allotment at ` 2,000.00, for all other NCD Holders. Put / call option

There is no put and call option for the NCDs.

Application Size Each application should be for a minimum of 10 NCDs and multiples of 1 NCD thereof. The minimum application size for each application would be ` 10,000/- ( for all Series of NCDs namely, Series I, Series II, Series III, Series IV and Series V NCDs either taken individually or collectively) and in multiples of ` 1,000/- thereafter. Applicants can apply for any or all types of NCDs offered hereunder (any/all options) using the same Application Form.

Applicants are advised to ensure that applications made by them do not exceed the investment limits or

Maximum number of NCDs that can be held by them under applicable statutory and/or regulatory provisions.

Terms of Payment The entire issue price of ` 1,000/- per NCD is payable on application only. In case of allotment of lesser number of NCDs than the number of NCDs applied for, our Company shall refund the excess amount paid on application to the applicant in accordance with the terms of this Prospectus. For further details please refer to the paragraph on “Interest on Application Money” beginning on page 173 of this Prospectus. Manner of Payment of Interest / Refund / Redemption The manner of payment of interest / refund / redemption in connection with the NCDs is set out below: For NCDs applied / held in electronic form: The bank details will be obtained from the Depositories for payment of Interest / refund / redemption as the case may be. Applicants who have applied for or are holding the NCDs in electronic form, are advised to immediately update their bank account details as appearing on the records of the depository participant. Please note that failure to do so could result in delays in credit of refunds to the applicant at the applicant’s sole risk, and the Lead Managers, our Company nor the Registrar to the Issue shall have any responsibility and undertake any liability for the same. For NCDs held in physical form:

The bank details will be obtained from the Registrar to the Issue for payment of interest / refund / redemption as the case may be.

The mode of interest / refund / redemption payments shall be undertaken in the following order of preference:

1. Direct Credit

Investors having their bank account with the Refund Banks, shall be eligible to receive refunds, if any, through direct credit. The refund amount, if any, would be credited directly to their bank account with the Refund Banker.

176

2. NECS

Payment of interest / refund / redemption shall be undertaken through NECS for applicants having an account at the centers mentioned in NECS MICR list. This mode of payment of refunds would be subject to availability of complete bank account details including the MICR code, IFSC code, bank account number, bank name and branch name as appearing on a cheque leaf, from the Depositories. One of the methods for payment of interest / refund / redemption is through NECS for applicants having a bank account at any of the abovementioned centers. 3. RTGS Applicants having a bank account with a participating bank and whose interest payment / refund / redemption amount exceeds ` 0.2 million, or such amount as may be fixed by RBI from time to time, have the option to receive refund through RTGS. Such eligible applicants who indicate their preference to receive interest payment / refund / redemption through RTGS are required to provide the IFSC code in the Application Form or intimate our Company and the Registrars to the Issue at least 7 (seven) days before the record date. Charges, if any, levied by the applicant’s bank receiving the credit would be borne by the applicant. In the event the same is not provided, interest payment / refund / redemption shall be made through NECS subject to availability of complete bank account details for the same as stated above. 4. NEFT Payment of interest / refund / redemption shall be undertaken through NEFT wherever the applicants’ bank has been assigned the Indian Financial System Code (“IFSC”), which can be linked to a Magnetic Ink Character Recognition (“MICR”), if any, available to that particular bank branch. IFSC Code will be obtained from the website of RBI as on a date immediately prior to the date of payment of refund, duly mapped with MICR numbers. Wherever the applicants have registered their nine digit MICR number and their bank account number while opening and operating the de-mat account, the same will be duly mapped with the IFSC Code of that particular bank branch and the payment of interest/refund/redemption will be made to the applicants through this method.

5. Registered Post/Speed Post

For all other applicants, including those who have not updated their bank particulars with the MICR code, the interest payment / refund / redemption orders shall be dispatched by post for value up to ` 1,500/- and through Speed Post/ Registered Post for refund orders /interest payment/redemption orders of ` 1,500/- and above. Please note that applicants are eligible to receive payments through the modes detailed in (1), (2) (3), and (4) herein above provided they provide necessary information for the above modes and where such payment facilities are allowed / available. Please note that our Company shall not be responsible to the holder of NCD, for any delay in receiving credit of interest / refund / redemption so long as our Company has initiated the process of such request in time. Printing of Bank Particulars on Interest Warrants As a matter of precaution against possible fraudulent encashment of refund orders and interest/redemption warrants due to loss or misplacement, the particulars of the applicant’s bank account are mandatorily required to be given for printing on the orders/ warrants. In relation to NCDs applied and held in dematerialized form, these particulars would be taken directly from the depositories. In case of NCDs held in physical form either on account of rematerialisation or transfer, the investors are advised to submit their bank account details with our Company / Registrar at least 7 (seven) days prior to the record date failing which the orders / warrants will be dispatched to the postal address of the holder of the NCD as available in the records of our Company. Bank account particulars will be printed on the orders/ warrants which can then be deposited only in the account specified.

177

Loan against NCDs

Our Company, at its sole discretion, subject to applicable statutory and/or regulatory requirements, may consider granting of a loan facility to the holders of NCDs against the security of such NCDs. Such loans shall be subject to the terms and conditions as may be decided by our Company from time to time.

Buy Back of NCDs

Our Company may, at its sole discretion, from time to time, consider, subject to applicable statutory and/or regulatory requirements, buyback of NCDs, upon such terms and conditions as may be decided by our Company. Our Company may from time to time invite the NCD Holders to offer the NCDs held by them through one or more buy-back schemes and/or letters of offer upon such terms and conditions as our Company may from time to time determine, subject to applicable statutory and/or regulatory requirements. Such NCDs which are bought back may be extinguished, re-issued and/or resold in the open market with a view of strengthening the liquidity of the NCDs in the market, subject to applicable statutory and/or regulatory requirements.

Form and Denomination In case of NCDs held in physical form, a single certificate will be issued to the NCD holder for the aggregate amount (“Consolidated Certificate”) for each type of NCDs. The applicant can also request for the issue of NCD certificates in denomination of one NCD (“Market Lot”).

It is however distinctly to be understood that the NCDs pursuant to this issue shall be issued only in

dematerialised form to all categories of investors. In respect of Consolidated Certificates, we will, only upon receipt of a request from the NCD holder, split such Consolidated Certificates into smaller denominations subject to the minimum of Market Lot. No fees would be charged for splitting of NCD certificates in Market Lots, but stamp duty payable, if any, would be borne by the NCD holder. The request for splitting should be accompanied by the original NCD certificate which would then be treated as cancelled by us.

Procedure for Redemption by NCD holders The procedure for redemption is set out below:

NCDs held in physical form: No action would ordinarily be required on the part of the NCD holder at the time of redemption and the redemption proceeds would be paid to those NCD holders whose names stand in the register of NCD holders maintained by us on the record date fixed for the purpose of Redemption. However, our Company may require that the NCD certificate(s), duly discharged by the sole holder/all the joint-holders (signed on the reverse of the NCD certificate(s)) be surrendered for redemption on maturity and should be sent by the NCD holder(s) by Registered Post with acknowledgment due or by hand delivery to our office or to such persons at such addresses as may be notified by us from time to time. NCD holder(s) may be requested to surrender the NCD certificate(s) in the manner as stated above, not more than three months and not less than one month prior to the redemption date so as to facilitate timely payment. We may at our discretion redeem the NCDs without the requirement of surrendering of the NCD certificates by the holder(s) thereof. In case we decide to do so, the holders of NCDs need not submit the NCD certificates to us and the redemption proceeds would be paid to those NCD holders whose names stand in the register of NCD holders maintained by us on the record date fixed for the purpose of redemption of NCDs. In such case, the NCD certificates would be deemed to have been cancelled. Also see the para “Payment on Redemption” given below.

NCDs held in electronic form: No action is required on the part of NCD holder(s) at the time of redemption of NCDs.

178

Payment on Redemption

The manner of payment of redemption is set out below:

NCDs held in physical form: The payment on redemption of the NCDs will be made by way of cheque/pay order/ electronic modes. However, if our Company so requires, the aforementioned payment would only be made on the surrender of NCD certificate(s), duly discharged by the sole holder / all the joint-holders (signed on the reverse of the NCD certificate(s)). Despatch of cheques/pay order, etc. in respect of such payment will be made on the Redemption Date or (if so requested by our Company in this regard) within a period of 30 days from the date of receipt of the duly discharged NCD certificate. In case we decide to do so, the redemption proceeds in the manner stated above would be paid on the Redemption Date to those NCD holders whose names stand in the register of NCD holders maintained by us on the record date fixed for the purpose of Redemption. Hence the transferees, if any, should ensure lodgement of the transfer documents with us at least 7 (seven) days prior to the record date. In case the transfer documents are not lodged with us at least 7 (seven) days prior to the record date and we dispatch the redemption proceeds to the transferor, claims in respect of the redemption proceeds should be settled amongst the parties inter se and no claim or action shall lie against us or the Registrars. Our liability to holder(s) towards his/their rights including for payment or otherwise shall stand extinguished from the date of redemption in all events and when we dispatch the redemption amounts to the NCD holder(s). Further, we will not be liable to pay any interest, income or compensation of any kind from the date of redemption of the NCD(s).

NCDs held in electronic form: On the redemption date, redemption proceeds would be paid by cheque /pay order / electronic mode to those NCD holders whose names appear on the list of beneficial owners given by the Depositories to us. These names would be as per the Depositories’ records on the record date fixed for the purpose of redemption. These NCDs will be simultaneously extinguished to the extent of the amount redeemed through appropriate debit corporate action upon redemption of the corresponding value of the NCDs. It may be noted that in the entire process mentioned above, no action is required on the part of NCD holders. Our liability to NCD holder(s) towards his/their rights including for payment or otherwise shall stand extinguished from the date of redemption in all events and when we dispatch the redemption amounts to the NCD holder(s). Further, we will not be liable to pay any interest, income or compensation of any kind from the date of redemption of the NCD(s).

Right to Reissue NCD(s) Subject to the provisions of the Act, where we have fully redeemed or repurchased any NCD(s), we shall have and shall be deemed always to have had the right to keep such NCDs in effect without extinguishment thereof, for the purpose of resale or reissue and in exercising such right, we shall have and be deemed always to have had the power to resell or reissue such NCDs either by reselling or reissuing the same NCDs or by issuing other NCDs in their place. The aforementioned right includes the right to reissue original NCDs.

Transfer/Transmission of NCD (s)

The NCDs shall be transferred or transmitted freely in accordance with the applicable provisions of the Act. The provisions relating to transfer and transmission and other related matters in respect of our shares contained in the Articles and the Act shall apply, mutatis mutandis (to the extent applicable to debentures) to the NCD(s) as well. In respect of the NCDs held in physical form, a suitable instrument of transfer as may be prescribed by the Issuer may be used for the same. The NCDs held in dematerialised form shall be transferred subject to and in accordance with the rules/procedures as prescribed by NSDL/CDSL and the relevant DPs of the transfer or transferee and any other applicable laws and rules notified in respect thereof. The transferee(s) should ensure that the transfer formalities are completed prior to the record date. In the absence of the same, interest will be paid/redemption will be made to the

179

person, whose name appears in the register of debenture holders maintained by the Depositories. In such cases, claims, if any, by the transferees would need to be settled with the transferor(s) and not with the Issuer or Registrar.

For NCDs held in electronic form: The normal procedure followed for transfer of securities held in dematerialised form shall be followed for transfer of the NCDs held in electronic form. The seller should give delivery instructions containing details of the buyer’s DP account to his depository participant. In case the transferee does not have a DP account, the seller can re-materialise the NCDs and thereby convert his dematerialised holding into physical holding. Thereafter the NCDs can be transferred in the manner as stated above. .Joint-holders

Where two or more persons are holders of any NCD(s), they shall be deemed to hold the same as joint holders with benefits of survivorship subject to other provisions contained in the Articles.

Sharing of Information We may, at our option, use on our own, as well as exchange, share or part with any financial or other information about the NCD holders available with us, with our subsidiaries, if any and affiliates and other banks, financial institutions, credit bureaus, agencies, statutory bodies, as may be required and neither we or our affiliates nor their agents shall be liable for use of the aforesaid information.

Notices All notices to the NCD Holder(s) required to be given by us or the Debenture Trustee shall be published in one English language newspaper having wide circulation and one regional language daily newspaper in New Delhi and/or will be sent by post/ courier or through email or other electronic media to the Registered Holders of the NCD(s) from time to time.

Issue of Duplicate NCD Certificate(s) If any NCD certificate(s) is/are mutilated or defaced or the cages for recording transfers of NCDs are fully utilised, the same may be replaced by us against the surrender of such certificate(s). Provided, where the NCD certificate(s) are mutilated or defaced, the same will be replaced as aforesaid only if the certificate numbers and the distinctive numbers are legible. If any NCD certificate is destroyed, stolen or lost then upon production of proof thereof to our satisfaction and upon furnishing such indemnity/security and/or documents as we may deem adequate, duplicate NCD certificate(s) shall be issued. Upon issuance of a duplicate NCD certificate, the original NCD certificate shall stand cancelled.

Security The principal amount of the NCDs to be issued in terms of this Prospectus together with all interest due on the NCDs, as well as all costs, charges, all fees, remuneration of Debenture Trustee and expenses payable in respect thereof shall be secured by way of a first pari passu floating charge on the Standard Business Receivables of our Company and a first pari-passu charge in favour of the Debenture Trustee on an identified immovable property and and priority over unsecured creditors to the extent of at least 1.10 times of the amounts outstanding in respect of the NCDs at any time. Our Company intends to enter into an agreement with the Debenture Trustee, (‘Debenture Trust Deed’), the terms of which will govern the appointment of the Debenture Trustee. Our Company proposes to complete the execution of the Debenture Trust Deed during the subscription period after the minimum subscription for the Issue has been achieved and utilize the funds after the stipulated security has been created. Under the terms of the Debenture Trust Deed, our Company will covenant with the Debenture Trustee that it will pay the NCD holders the principal amount on the NCDs on the relevant redemption date and also that it will pay the

180

interest due on NCDs on the rate specified in this Prospectus and in the Debenture Trust Deed. The Debenture Trust Deed will also provide that our Company may withdraw any portion of the security and replace with another asset of the same or a higher value.

Trustees for the NCD holders We have appointed IL&FS Trust Company Limited to act as the Debenture Trustees for the NCD holders. We and the Debenture Trustee will execute a Debenture Trust Deed, inter alia, specifying the powers, authorities and obligations of the Debenture Trustee and us. The NCD holder(s) shall, without further act or deed, be deemed to have irrevocably given their consent to the Debenture Trustee or any of its agents or authorised officials to do all such acts, deeds, matters and things in respect of or relating to the NCDs as the Debenture Trustee may in its absolute discretion deem necessary or require to be done in the interest of the NCD holder(s). Any payment made by us to the Debenture Trustee on behalf of the NCD holder(s) shall discharge us pro tanto to the NCD holder(s). The Debenture Trustee will protect the interest of the NCD holders in the event of default by us in regard to timely payment of interest and repayment of principal and they will take necessary action at our cost.

Future Borrowings We will be entitled to borrow/raise loans or avail of financial assistance in whatever form as also to issue debentures/ NCDs/other securities in any manner having such ranking in priority, pari passu or otherwise, subject to applicable consents, approvals or permissions that may be required under any statutory/regulatory/contractual requirement, and change the capital structure including the issue of shares of any class, on such terms and conditions as we may think appropriate, without the consent of, or intimation to, the NCD holders or the Debenture Trustee in this connection.

Succession Where NCDs are held in joint names and one of the joint holders dies, the survivor(s) will be recognized as the NCD holder(s). It will be sufficient for the Company to delete the name of the deceased NCD holder after obtaining satisfactory evidence of his death. Provided, a third person may call on the Company to register his name as successor of the deceased NCD holder after obtaining evidence such as probate of a will for the purpose of proving his title to the debentures. In the event of demise of the sole or first holder of the Debentures, the Company will recognise the executors or administrator of the deceased NCD holders, or the holder of the succession certificate or other legal representative as having title to the Debentures only if such executor or administrator obtains and produces probate or letter of administration or is the holder of the succession certificate or other legal representation, as the case may be, from an appropriate court in India. The directors of the Company in their absolute discretion may, in any case, dispense with production of probate or letter of administration or succession certificate or other legal representation. Where a non-resident Indian becomes entitled to the NCDs by way of succession, the following steps have to be complied with:

(a) Documentary evidence to be submitted to the Legacy Cell of the RBI to the effect that the NCDs were

acquired by the non-resident Indian as part of the legacy left by the deceased NCD holder.

(b) Proof that the non-resident Indian is an Indian national or is of Indian origin.

Such holding by a non-resident India will be on a non-repatriation basis.

181

ISSUE PROCEDURE

This section applies to all Applicants. ASBA Applicants should note that the ASBA process involves application procedures which may be different from the procedures applicable to Applicants who apply for NCDs through any of the other channels, and accordingly should carefully read the provisions applicable to ASBA Applications hereunder. Please note that all Applicants are required to make payment of the full Application Amount along with the Application Form. In case of ASBA Applicants, an amount equivalent to the full Application Amount will be blocked by the Designated Branches of the SCSBs. ASBA Applicants should note that they may submit their ASBA Applications to the Lead Managers, Lead Brokers, sub-brokers or Trading Members of the Stock Exchanges only in the Specified Cities or directly to the Designated Branches of the SCSBs. Applicants other than ASBA Applicants are required to submit their Applications to the Lead Managers, Lead Brokers, sub-brokers or Trading Members of the Stock Exchanges at the centres mentioned in the Application Form. For further information, please refer to “Submission of Completed Application Forms” on page 194 of this Prospectus.

Please note that this section has been prepared based on the Circular No. CIR./IMD/DF-1/20/2012 dated July 27,

2012 issued by SEBI. The following Issue procedure is subject to the Stock Exchanges putting in place the necessary

systems and infrastructure for implementation of the provisions of the abovementioned circular and accordingly is

subject to any further clarifications, notification, modification, direction, instructions and/or correspondence that

may be issued by the Stock Exchange(s) and/or SEBI. Please note that the Applicants will not have the option to

apply for NCDs under the Issue, through the direct online applications mechanism of the Stock Exchanges. The information below is given for the benefit of the investors. Our Company and the Lead Managers are not liable for any amendment or modification or changes in applicable laws or regulations, which may occur after the date of the Prospectus.

PLEASE NOTE THAT IT IS MANDATORY FOR ALL THE APPLICANTS TO APPLY FOR NCDs

PURSUANT TO THE ISSUE IN THE DEMATERIALISED FORM.

PLEASE NOTE THAT ALL TRADING MEMBERS OF THE STOCK EXCHANGE(S) WHO WISH TO

COLLECT AND UPLOAD APPLICATIONS IN THIS ISSUE ON THE ELECTRONIC APPLICATION

PLATFORM PROVIDED BY THE STOCK EXCHANGES WILL NEED TO APPROACH THE

RESPECTIVE STOCK EXCHANGE(S) AND FOLLOW THE REQUISITE PROCEDURES AS MAY BE

PRESCRIBED BY THE RELEVANT STOCK EXCHANGE.

THE LEAD MANAGERS, THE LEAD BROKERS AND THE COMPANY SHALL NOT BE

RESPONSIBLE OR LIABLE FOR ANY ERRORS OR OMMISSIONS ON THE PART OF THE

TRADING MEMBERS IN CONNECTION WITH THE RESPOSIBILITY OF SUCH TRADING

MEMBERS IN RELATION TO COLLECTION AND UPLOAD OF APPLICATIONS IN THIS ISSUE

ON THE ELECTRONIC APPLICATION PLATFORM PROVIDED BY THE STOCK EXCHANGES.

FURTHER, THE RELEVANT STOCK EXCHANGE SHALL BE RESPONSIBLE FOR ADDRESSING

INVESTOR GREIVANCES ARISING FROM APPLICATIONS THROUGH TRADING MEMBERS

REGISTERED WITH SUCH STOCK EXCHANGE.

PROCDURE FOR APPLICATION

Availability of Prospectus and Application Forms

Please note that there is a single Application Form for ASBA Applicants as well as Non-ASBA Applicants who

are Persons Resident in India. There is a separate Application Form for Applicants who are Eligible NRIs

applying for NCDs on a non-repatriation basis, which covers both the ASBA and Non-ASBA modes.

Physical copies of the abridged Prospectus containing the salient features of the Prospectus together with Application Forms may be obtained from:

(a) Our Company’s Registered Office and Corporate Office;

182

(b) Offices of the Lead Managers, Lead Brokers and sub-brokers; (c) Trading Members; and (d) Designated Branches of the SCSBs. Electronic Application Forms may be available on the websites of the Stock Exchanges and on the websites of the SCSBs that permit submission of ASBA Applications electronically. Our Company may also provide Application Forms for being downloaded and filled at such websites as it may deem fit. In addition, brokers having online demat account portals may also provide a facility of submitting the Application Forms virtually online to their account holders.

Physical copies of the Prospectus can be obtained from our Company’s Registered Office and Corporate Office, as well as offices of the Lead Managers and Lead Brokers. Electronic copies of the Prospectus will be available on the website of the Lead Managers, the Stock Exchanges, SEBI and the SCSBs. Copies of the Prospectus and Application Form shall, on a request being made by any Applicant before the Issue Closing Date, be furnished to such Applicant at our Company’s Registered Office and Corporate Office. The prescribed colour of the Application Form for the Applicants is as follows:

Category Colour of the Application Form

Resident Indians White

Eligible NRIs (applying on a Non-Repatriation Basis Only)

Blue

Who are eligible to apply for NCDs?

The following categories of persons are eligible to apply in the Issue:

Category I Category II Category III Category IV

Institutional Investors Non Institutional Investors Non Reserved Individual

Investors

Reserved Individual

Investors

• Resident Public financial institutions, statutory corporations, commercial banks, co-operative banks and regional rural banks incorporated in India and authorized to invest in the NCDs;

• Indian Provident funds, pension funds, superannuation funds and gratuity funds, authorized to invest in the NCDs;

• Indian venture capital funds registered with SEBI;

• Indian insurance companies registered with the IRDA;

• National Investment Fund; and

• Indian Mutual Funds registered with SEBI.

• Companies, bodies corporate and societies, registered under the applicable laws in India, and authorized to invest in the NCDs;

• Trusts settled under the Indian Trusts Act, 1882, public/private charitable/religious trusts settled and/or registered in India under applicable laws, which are authorized to invest in the NCDs;

• Resident Indian scientific and/or industrial research organizations, authorized to invest in the NCDs;

• Partnership firms formed under applicable laws in India in the name of the partners, authorized to invest in the NCDs; and

• Limited Liability Partnerships formed and registered under the

• Resident Indian individuals who apply for NCDs aggregating to a

value more than ` 0.5 million, across all Series

of NCDs,;

• Hindu Undivided Families through the Karta who apply for NCDs aggregating to a

value more than ` 0.5 million, across all Series

of NCDs,; and

• Eligible NRIs (on a non repatriation basis only) who apply for NCDs aggregating to a value more than ` 0.5 million, across all Series of NCDs.*

• Resident Indian individuals who apply for NCDs aggregating to a

value not more than ` 0.5 million, across all

Series of NCDs;

• Hindu Undivided Families through the Karta who apply for NCDs aggregating to a

value not more than ` 0.5 million, across all

Series of NCDs; and

• Eligible NRIs (on a non repatriation basis only) who apply for NCDs aggregating to a value not more than ` 0.5 million, across all Series of NCDs.*

183

Category I Category II Category III Category IV

Institutional Investors Non Institutional Investors Non Reserved Individual

Investors

Reserved Individual

Investors

provisions of the Limited Liability Partnership Act, 2008 (No. 6 of 2009), authorized to invest in the NCDs.

* An Eligible NRI is a Non Resident Individual applying for NCDs under the Issue only on a non-repatriation basis, and such Non Resident Individual is not (i) based in the United States of America, (“USA”), and/or, (ii) domiciled in the USA, and/or, (iii) residents/citizens of the USA, and/or, (iv) subject to any taxation laws of the USA.

Please note that Eligible NRIs should ensure that they are in compliance with applicable statutory and/or

regulatory requirements in India and the other jurisdictions to which they are subject, before they apply for

NCDs under the Issue, and that our Company and the Lead Managers shall not be liable for any consequences

in connection with any non-compliances by such Eligible NRIs. Please note that it is clarified that Persons Resident Outside India other than Eligible NRIs applying for NCDs

on a non-repatriation basis shall not be entitled to participate in the Issue and any applications from such

persons are liable to be rejected. Participation of any of the aforementioned categories of persons or entities is subject to the applicable statutory and/or regulatory requirements in connection with the subscription to Indian securities by such categories of persons or entities. Applicants are advised to ensure that Applications made by them do not exceed the investment limits or maximum number of NCDs that can be held by them under applicable statutory and or regulatory provisions.

Applicants are advised to ensure that they have obtained the necessary statutory and/or regulatory

permissions/ consents/ approvals in connection with applying for, subscribing to, or seeking Allotment of NCDs

pursuant to the Issue.

The Lead Managers and their respective associates and affiliates are permitted to subscribe in the Issue.

Who are not eligible to apply for NCDs?

The following categories of persons, and entities, shall not be eligible to participate in the Issue and any Applications from such persons and entities are liable to be rejected: a) Minors without a guardian name; b) Foreign nationals inter-alia including any NRIs who are (i) based in the USA, and/or, (ii) domiciled in the

USA, and/or, (iii) residents/citizens of the USA, and/or, (iv) subject to any taxation laws of the USA; c) Persons resident outside India, except Eligible NRIs (applying on only a non-repatriable basis); d) Foreign Institutional Investors; e) Qualified Foreign Investors: and f) Overseas Corporate Bodies

Please note that Eligible NRIs should ensure that they are in compliance with applicable statutory and/or

regulatory requirements in India and the other jurisdictions to which they are subject, before they apply for

NCDs under the Issue and that our Company and the Lead Managers shall not be liable for any consequences

in connection with any non-compliances by such Eligible NRIs. Please note that it is clarified that Persons Resident Outside India other than Eligible NRIs applying for NCDs

on a non-repatriation basis shall not be entitled to participate in the Issue and any applications from such

persons are liable to be rejected. Based on the information provided by the Depositories, the Company shall have the right to accept Applications

184

belonging to an account for the benefit of a minor (under guardianship). In case of Applications for Allotment of NCDs, the Registrar to the Issue shall verify the above on the basis of the records provided by the Depositories based on the DP ID and Client ID provided by the Applicants in the Application Form and uploaded onto the electronic system of the Stock Exchanges. Please refer to “Rejection of Applications” on page 198 for information on rejection of Applications. Modes of Making Applications

Applicants may use any of the following facilities for making Applications: (a) ASBA Applications through the Lead Managers, Lead Brokers, sub-brokers or the Trading Members of the

Stock Exchanges only in the Specified Cities (Mumbai, Chennai, Kolkata, Delhi, Ahmedabad, Rajkot, Jaipur, Bengaluru, Hyderabad, Pune, Vadodara and Surat) (“Syndicate ASBA”). For further details please refer to “Submission of Completed Application Forms- Submission of ASBA Applications” on page 194 of this Prospectus;

(b) ASBA Applications through the Designated Branches of the SCSBs. For further details please refer to

“Submission of Completed Application Forms - Submission of ASBA Applications” on page 194 of this Prospectus; and

(c) Non-ASBA Applications through the Lead Managers, Lead Brokers, sub-brokers or the Trading Members of

the Stock Exchanges at the centres mentioned in Application Form. For further details please refer to “Submission of Completed Application Forms - Submission of Non-ASBA Applications” on page 196 of this Prospectus.

PLEASE NOTE THAT IT IS MANDATORY FOR ALL THE APPLICANTS TO APPLY FOR NCDs

PURSUANT TO THE ISSUE IN THE DEMATERIALISED FORM AND THAT APPLICANTS ARE

NOT ENTITLED TO APPLY FOR ALLOTMENT OF NCDs IN THE PHYSICAL FORM UNDER THE

ISSUE.

APPLICATIONS FOR ALLOTMENT OF NCDs

Details for Applications by certain categories of Applicants including documents to be submitted are summarized below.

Applications by Mutual Funds

No mutual fund scheme shall invest more than 15% of its NAV in debt instruments issued by a single Company which are rated not below investment grade by a credit rating agency authorized to carry out such activity. Such investment limit may be extended to 20% of the NAV of the scheme with the prior approval of the Board of Trustees and the Board of Asset Management Company. A separate Application can be made in respect of each scheme of an Indian mutual fund registered with SEBI and such Applications shall not be treated as multiple Applications. Applications made by the AMCs or custodians of a Mutual Fund shall clearly indicate the name of the concerned scheme for which Application is being made. In case of Applications made by Mutual Fund registered with SEBI, a certified copy of their SEBI registration certificate must be submitted with the Application Form. The Applications must be also accompanied by certified true copies of (i) SEBI Registration Certificate and trust deed (ii) resolution authorising investment and containing operating instructions and (iii) specimen signatures of authorized signatories. Failing this, our Company reserves the right to accept or reject any Application in whole or in part, in either case, without assigning any reason therefor.

Application by Commercial Banks, Co-operative Banks and Regional Rural Banks

Commercial Banks, Co-operative banks and Regional Rural Banks can apply in this public Issue based upon their own investment limits and approvals. The Application must be accompanied by certified true copies of (i) Board

185

Resolution authorising investments; (ii) Letter of Authorisation. Failing this, our Company reserves the right to accept or reject any Application in whole or in part, in either case, without assigning any reason therefor.

Application by Insurance Companies

In case of Applications made by insurance companies registered with the Insurance Regulatory and Development Authority, a certified copy of certificate of registration issued by Insurance Regulatory and Development Authority must be lodged along with Application Form. The Applications must be accompanied by certified copies of (i) Memorandum and Articles of Association (ii) Power of Attorney (iii) Resolution authorising investment and containing operating instructions (iv) Specimen signatures of authorized signatories. Failing this, our Company reserves the right to accept or reject any Application in whole or in part, in either case, without assigning any reason therefor. Applications by Trusts

In case of Applications made by trusts, settled under the Indian Trusts Act, 1882, as amended, or any other statutory and/or regulatory provision governing the settlement of trusts in India, must submit a (i) certified copy of the registered instrument for creation of such trust, (ii) Power of Attorney, if any, in favour of one or more trustees thereof, (iii) such other documents evidencing registration thereof under applicable statutory/regulatory requirements. Further, any trusts applying for NCDs pursuant to the Issue must ensure that (a) they are authorized under applicable statutory/regulatory requirements and their constitution instrument to hold and invest in debentures, (b) they have obtained all necessary approvals, consents or other authorisations, which may be required under applicable statutory and/or regulatory requirements to invest in debentures, and (c) Applications made by them do not exceed the investment limits or maximum number of NCDs that can be held by them under applicable statutory and or regulatory provisions. Failing this, our Company reserves the right to accept or reject any Applications in whole or in part, in either case, without assigning any reason therefor.

Applications by Public Financial Institutions, Statutory Corporations, which are authorized to invest in the

NCDs

The Application must be accompanied by certified true copies of: (i) Any Act/ Rules under which they are incorporated; (ii) Board Resolution authorising investments; and (iii) Specimen signature of authorized person. Failing this, our Company reserves the right to accept or reject any Applications in whole or in part, in either case, without assigning any reason therefor. Applications by Provident Funds, Pension Funds, Superannuation Funds and Gratuity Fund, which are

authorized to invest in the NCDs The Application must be accompanied by certified true copies of: (i) Any Act/Rules under which they are incorporated; (ii) Power of Attorney, if any, in favour of one or more trustees thereof, (iii) Board Resolution authorising investments; (iii) such other documents evidencing registration thereof under applicable statutory/regulatory requirements; (iv) Specimen signature of authorized person; (v) certified copy of the registered instrument for creation of such fund/trust; and (vi) Tax Exemption certificate issued by Income Tax Authorities, if exempt from Tax. Failing this, our Company reserves the right to accept or reject any Application in whole or in part, in either case, without assigning any reason therefor. Applications by Indian Venture Capital Funds

The Application must be accompanied by certified true copies of: (i) SEBI Registration Certificate; (ii) resolution authorising investment and containing operating instructions; and (iii) Specimen signatures of authorised signatories. Failing this, our Company reserves the right to accept or reject any Application in whole or in part, in either case, without assigning any reason therefor. Applications by National Investment Fund

The application must be accompanied by certified true copies of: (i) resolution authorising investment and containing operating instructions; and (ii) Specimen signature of authorized person. Failing this, our Company reserves the right

186

to accept or reject any Application in whole or in part, in either case, without assigning any reason therefor.

Companies, bodies corporate and societies registered under the applicable laws in India The Application must be accompanied by certified true copies of: (i) Any Act/ Rules under which they are incorporated; (ii) Board Resolution authorising investments; and (iii) Specimen signature of authorized person. Failing this, our Company reserves the right to accept or reject any Applications in whole or in part, in either case, without assigning any reason therefor. Indian Scientific and/or industrial research organizations, which are authorized to invest in the NCDs

The Application must be accompanied by certified true copies of: (i) Any Act/ Rules under which they are incorporated; (ii) Board Resolution authorising investments; and (iii) Specimen signature of authorized person. Failing this, our Company reserves the right to accept or reject any Applications in whole or in part, in either case, without assigning any reason therefor. Partnership firms formed under applicable Indian laws in the name of the partners and Limited Liability

Partnerships formed and registered under the provisions of the Limited Liability Partnership Act, 2008 (No. 6

of 2009) The Application must be accompanied by certified true copies of: (i) Partnership Deed; (ii) Any documents evidencing registration thereof under applicable statutory/regulatory requirements; (iii) Resolution authorizing investment and containing operating instructions (Resolution); (iv) Specimen signature of authorized person. Failing this, our Company reserves the right to accept or reject any Applications in whole or in part, in either case, without assigning any reason therefor. Applications by NRIs

We propose to issue NCDs to NRIs on a non-repatriable basis. Application Forms shall be made available to NRIs at the Registered Office and Corporate Office of our Company, and with the Lead Managers. An Eligible NRI can apply for NCDs offered in the Issue on a non-repatriation basis subject to the conditions and restrictions contained in the FEMA (Borrowing or Lending in Rupees) Regulations, 2000, and other applicable statutory and/or regulatory requirements. Allotment of NCDs on a non-repatriation basis to Eligible NRIs shall be subject to the application monies paid by the Eligible NRI being received either by remittance from outside India through normal banking channels or by transfer of funds held in the investor’s Non-resident Ordinary (NRO) account maintained with an authorised dealer or an authorised bank in India. Also NRIs applying should ensure that the demat details given in the application form is of a non-repatriable demat account. Failing this, our Company reserves the right to accept or reject any Application in whole or in part, in either case, without assigning any reason therefor. INSTRUCTIONS FOR FILLING-UP THE APPLICATION FORM

General Instructions

A. General instructions for completing the Application Form

• Applications must be made in prescribed Application Form only;

• Application Forms must be completed in block letters in English. Applicants should note that neither the Lead Managers, Lead Brokers, sub-brokers, Trading Member of the Stock Exchanges, Escrow Collection Banks nor Designated Branches, as the case may be, will be liable for error in data entry due to incomplete or illegible Application Forms;

• If the depository account is held in joint names, the Application Form should contain the name and PAN of the person whose name appears first in the depository account and signature of only this person would be required in the Application Form. This Applicant would be deemed to have

187

signed on behalf of joint holders and would be required to give confirmation to this effect in the Application Form.

• Applications should be made by Karta in case of HUFs;

• Thumb impressions and signatures other than in English/Hindi/Gujarati/Marathi or any other languages specified in the 8th Schedule of the Constitution needs to be attested by a Magistrate or Notary Public or a Special Executive Magistrate under his/her seal;

• No separate receipts will be issued for the money payable on the submission of the Application Form. However, the Lead Managers, Lead Brokers, sub-brokers, Trading Members of the Stock Exchanges or the Designated Branches of the SCSBs, as the case may be, will acknowledge the receipt of the Application Forms by stamping and returning to the Applicants the acknowledgement slip. This acknowledgement slip will serve as the duplicate of the Application Form for the records of the Applicant. Applicants must ensure that the requisite documents are attached to the Application Form prior to submission and receipt of acknowledgement from the relevant Lead Manager, Lead Broker, sub-broker, Trading Member of the Stock Exchanges or the Designated Branch of the SCSBs, as the case may be.

• Every Applicant should hold valid Permanent Account Number (PAN) and mention the same in the Application Form.

• All Applicants are required to tick the relevant column of “Category of Investor” in the Application Form.

• All Applicants are required to tick the relevant box of the “Mode of Application” in the Application Form choosing either ASBA or Non-ASBA mechanism.

• ASBA Applicants should correctly mention the ASBA Account number and ensure that funds equal to the Application Amount are available in the ASBA Account before submitting the Application Form to the Designated Branch, otherwise the Application is liable to be rejected.

All Applicants can apply for one or more type of NCDs and/ or one or more option of NCDs in a single Application Form only. Our Company would allot Series V NCDs to all valid Applications made under Category IV,

wherein the Applicants have not indicated their choice of the relevant Series of NCDs and our

Company would allot Series IV NCDs to all valid Applications made under any other Category

other than Category IV, wherein the Applicants have not indicated their choice of the relevant

Series of NCDs. It is mandatory for all categories of Applicants to have their NCDs allotted in dematerialized form.

B. Applicant’s Depository Account and Bank Account Details

IT IS MANDATORY FOR ALL THE APPLICANTS TO APPLY FOR THEIR NCDs IN

DEMATERIALISED FORM. ALL APPLICANTS MUST MENTION THEIR DP ID AND

CLIENT ID IN THE APPLICATION FORM. INVESTORS MUST ENSURE THAT THE NAME

GIVEN IN THE APPLICATION FORM IS EXACTLY THE SAME AS THE NAME IN WHICH

THE DEPOSITORY ACCOUNT IS HELD. IF THE DEPOSITORY ACCOUNT IS HELD IN

JOINT NAMES, THE APPLICATION FORM SHOULD CONTAIN THE NAME AND PAN OF

THE PERSON WHOSE NAME APPEARS FIRST IN THE DEPOSITORY ACCOUNT AND

SIGNATURE OF ONLY THIS PERSON WOULD BE REQUIRED IN THE APPLICATION

FORM. THIS APPLICANT WOULD BE DEEMED TO HAVE SIGNED ON BEHALF OF JOINT

HOLDERS AND WOULD BE REQUIRED TO GIVE CONFIRMATION TO THIS EFFECT IN

THE APPLICATION FORM.

Applicants applying for NCDs should note that on the basis of the DP ID and Client ID provided by

them in the Application Form and entered into the electronic system of the Stock Exchanges, the

Registrar to the Issue will obtain from the Depositories the Demographic Details of the Applicant

including PAN, address, bank account details for printing on refund orders/ sending refunds

through electronic mode, MICR Code and occupation. These Demographic Details would be used

for giving Allotment Advice and refunds (including through physical refund warrants, direct

credit, ECS, NEFT and RTGS), if any, to the Applicants. Hence, Applicants are advised to

188

immediately update their Demographic Details (including bank account details) as appearing on

the records of the Depository Participant and ensure that they are true and correct. Please note

that failure to do so could result in delays in dispatch/ credit of refunds to Applicants and delivery

of Allotment Advice at the Applicants sole risk, and neither our Company, the Lead Managers,

Lead Brokers, sub-brokers, Trading Member of the Stock Exchanges, Escrow Collection Banks,

SCSBs, Registrar to the Issue nor the Stock Exchanges shall have any responsibility and undertake

any liability for the same. Hence, Applicants should carefully fill in their Depository Account

details in the Application Form.

Applicants may note that in case the DP ID, Client ID and PAN mentioned in the Application Form

and entered into the electronic system of the Stock Exchanges do not match with the DP ID, Client

ID and PAN available in the Depository database or in case PAN is not available in the Depository

database, the Application Form is liable to be rejected.

The Demographic Details would be used for correspondence with the Applicants including mailing of the Allotment Advice and printing of bank particulars on the refund orders, or for refunds through electronic transfer of funds, as applicable. Allotment Advice and physical refund orders (as applicable) would be mailed at the address of the Applicant as per the Demographic Details received from the Depositories. Applicants may note that delivery of refund orders/ Allotment Advice may get delayed if the same once sent to the address obtained from the Depositories are returned undelivered. In such an event, the address and other details given by the Applicant (other than ASBA Applicants) in the Application Form would be used only to ensure dispatch of refund orders. Please note that any such delay shall be at such Applicants sole risk and neither our Company, the Lead Managers, Lead Brokers, sub-brokers, Trading Members of the Stock Exchanges, Escrow Collection Banks, SCSBs, Registrar to the Issue nor the Stock Exchanges shall be liable to compensate the Applicant for any losses caused to the Applicant due to any such delay or liable to pay any interest for such delay. In case of refunds through electronic modes as detailed in this Prospectus, refunds may be delayed if bank particulars obtained from the Depository Participant are incorrect. In case of Applications made under power of attorney, our Company in its absolute discretion, reserves the right to permit the holder of Power of Attorney to request the Registrar that for the purpose of printing particulars on the refund order and mailing of refund orders/ Allotment Advice, the demographic details obtained from the Depository of the Applicant shall be used. By signing the Application Form, the Applicant would have deemed to have authorized the Depositories to provide, upon request, to the Registrar to the Issue, the required Demographic Details as available on its records. The Demographic Details given by Applicant in the Application Form would not be used for any other purpose by the Registrar to the Issue except in relation to the Issue. With effect from August 16, 2010, the beneficiary accounts of Applicants for whom PAN details have not been verified shall be suspended for credit and no credit of NCDs pursuant to the Issue will be made into the accounts of such Applicants. Application Forms submitted by Applicants whose beneficiary accounts are inactive shall be rejected. Furthermore, in case no corresponding record is available with the Depositories, which matches the three parameters, namely, DP ID, Client ID and PAN, then such Application are liable to be rejected.

C. Permanent Account Number (PAN)

The Applicant should mention his or her Permanent Account Number (PAN) allotted under the IT Act. However, Applications on behalf of the Central or State Government officials and the officials appointed by the courts in terms of a SEBI circular dated June 30, 2008 and Applicants residing in the state of Sikkim who in terms of a SEBI circular dated July 20, 2006 may be exempt from specifying their PAN for transacting in the securities market. In accordance with Circular No. MRD/DOP/Cir-05/2007 dated April 27, 2007 issued by SEBI, the PAN would be the sole identification number for the participants transacting in the securities market, irrespective of the amount of transaction. Any

Application Form, without the PAN is liable to be rejected, irrespective of the amount of

transaction. It is to be specifically noted that the Applicants should not submit the GIR number

189

instead of the PAN as the Application is liable to be rejected on this ground. However, the exemption for the Central or State Government and the officials appointed by the courts and for investors residing in the State of Sikkim is subject to the Depository Participants‘ verifying the veracity of such claims by collecting sufficient documentary evidence in support of their claims. At the time of ascertaining the validity of these Applications, the Registrar to the Issue will check under the Depository records for the appropriate description under the PAN field i.e. either Sikkim category or exempt category.

D. Joint Applications

If the depository account is held in joint names, the Application Form should contain the name and PAN of the person whose name appears first in the depository account and signature of only this person would be required in the Application Form. This Applicant would be deemed to have signed on behalf of joint holders and would be required to give confirmation to this effect in the Application Form

E. Additional/ Multiple Applications

An Applicant is allowed to make one or more Applications for the NCDs for the same or other Series of NCDs, subject to a minimum application size of ` 10,000/- and in multiples of ` 1,000/- thereafter. Any Application for an amount below the aforesaid minimum application size will be deemed as an invalid application and shall be rejected. However, multiple Applications by the same individual Applicant aggregating to a value exceeding ` 0.5 million shall be deem such individual Applicant to be a Non Reserved Individual Applicant and all such Applications shall be grouped in the Non Reserved Individual Portion, for the purpose of determining the basis of allotment to such Applicant. However, any Application made by any person in his individual capacity and an Application made by such person in his capacity as a karta of a Hindu Undivided family and/or as applicant (second or third applicant), shall not be deemed to be a multiple Application. For the purposes of allotment of NCDs under the Issue, Applications shall be grouped based on the PAN, i.e. Applications under the same PAN shall be grouped together and treated as one Application. Two or more Applications will be deemed to be multiple Applications if the sole or first applicant is one and the same. For the sake of clarity, two or more applications shall be deemed to be a multiple Application for the aforesaid purpose if the PAN number of the sole or the first applicant is one and the same.

F. Applications under Power of Attorney

In case of Investments made pursuant to a power of attorney by Institutional Investors, a certified copy of the power of attorney or the relevant resolution or authority, as the case may be, along with a certified copy of the memorandum of association and articles of association and/or bye laws and/or charter documents, as applicable, must be lodged along with the Application Form. In case of Investments made pursuant to a power of attorney by Non-Institutional Investors, Reserved Individual Investors and Non Reserved Individual Investors, a certified copy of the power of attorney must be lodged along with the Application Form. Brokers having online demat account portals may also provide a facility of submitting the Application Forms virtually online to their account holders. Under this facility, a broker receives an online instruction through its portal from the Applicant for making an Application on his/ her behalf. Based on such instruction, and a Power of Attorney granted by the Applicant to authorize the broker, the broker submits an Application Form.

Applications under Power of Attorney by limited companies, corporate bodies, registered societies etc.

In case of Applications made pursuant to a power of attorney or by limited companies, corporate bodies, registered societies etc, a certified copy of the power of attorney or the relevant resolution or authority, as the case may be, along with a certified copy of the Memorandum of Association and Articles of Association and/or bye laws must be lodged along with the Application Form, failing this, our Company reserves the right to accept or reject any Application in whole or in part, in either case, without assigning

190

any reason therefor.

Do’s and Don’ts

Applicants are advised to take note of the following while filling and submitting the Application Form:

Do’s

1. Check if you are eligible to apply as per the terms of the Prospectus and applicable law;

2. Read all the instructions carefully and complete the Application Form in the prescribed form;

3. Ensure that the DP ID and Client ID are correct and beneficiary account is activated for Allotment of NCDs in dematerialized form. The requirement for providing Depository Participant details shall be mandatory for all Applicants.

4. Ensure that the Application Forms are submitted at the collection centres provided in the Application Forms, bearing the stamp of a Lead Manager, Lead Broker, sub-brokers or Trading Members of the Stock Exchange, as the case may be, for Applications other than ASBA Applications.

5. Ensure that you have been given an acknowledgement as proof of having accepted the Application Form;

6. In case of any revision of Application in connection with any of the fields which are not allowed to be modified on the electronic application platform of the Stock Exchanges as per the procedures and requirements prescribed by each relevant Stock Exchange, ensure that you have first withdrawn your original Application and submit a fresh Application. For instance, as per the notice No: 20120831-22 dated August 31, 2012 issued by the BSE, fields namely, quantity, series, application no., sub-category codes will not be allowed for modification during the Issue. In such a case the date of the fresh Application will be considered for date priority for allotment purposes.

7. Ensure that signatures other than in the languages specified in the Eighth Schedule to the Constitution of India is attested by a Magistrate or a Notary Public or a Special Executive Magistrate under official seal.

8. Ensure that the DP ID, the Client ID and the PAN mentioned in the Application Form, which shall be entered into the electronic system of the Stock Exchanges, match with the DP ID, Client ID and PAN available in the Depository database;

9. In case of an HUF applying through its Karta, the Applicant is required to specify the name of an Applicant in the Application Form as ‘XYZ Hindu Undivided Family applying through PQR’, where PQR is the name of the Karta;

10. Ensure that the Applications are submitted to the Lead Managers, Lead Brokers, sub-brokers, Trading Members of the Stock Exchange or Designated Branches of the SCSBs, as the case may be, before the closure of application hours on the Issue Closing Date. For further information on the Issue programme, please refer to “General Information – Issue Programme” on page 36 of this Prospectus.

11. Ensure that the Demographic Details including PAN are updated, true and correct in all respects;

12. Ensure that you have obtained all necessary approvals from the relevant statutory and/or regulatory authorities to apply for, subscribe to and/or seek allotment of NCDs pursuant to the Issue;

13. Permanent Account Number: Except for Application (i) on behalf of the Central or State Government and officials appointed by the courts, and (ii) (subject to SEBI circular dated April 3, 2008) from the residents of the state of Sikkim, each of the Applicants should provide their PAN. Application Forms in which the PAN is not provided will be rejected. The exemption for the Central or State Government and officials appointed by the courts and for investors residing in the State of Sikkim is subject to (a) the demographic details received from the respective depositories confirming the exemption granted to the beneficiary owner by a suitable description in the PAN field and the beneficiary account remaining in “active status”; and (b) in the case of residents of Sikkim, the address as per the demographic details evidencing the same;

14. Ensure that if the depository account is held in joint names, the Application Form should contain the name and PAN of the person whose name appears first in the depository account and signature of only this person would be required in the Application Form. This Applicant would be deemed to have signed on behalf of joint holders and would be required to give confirmation to this effect in the Application Form;

15. Applicants are requested to write their names and Application serial number on the reverse of the instruments by which the payments are made;

16. All Applicants are requested to tick the relevant column “Category of Investor” in the Application Form; and

17. Tick the Series of NCDs in the Application Form that you wish to apply for.

191

Don’ts:

1. Do not apply for lower than the minimum application size; 2. Do not pay the Application Amount in cash, by money order or by postal order or by stockinvest; 3. Do not send Application Forms by post; instead submit the same to the Lead Managers, Lead Brokers,

sub-brokers, Trading Members of the Stock Exchange or Designated Branches of the SCSBs, as the case may be;

4. Do not fill up the Application Form such that the NCDs applied for exceeds the Issue size and/or investment limit or maximum number of NCDs that can be held under the applicable laws or regulations or maximum amount permissible under the applicable regulations;

5. Do not submit the GIR number instead of the PAN as the Application is liable to be rejected on this ground;

6. Do not submit incorrect details of the DP ID, Client ID and PAN or provide details for a beneficiary account which is suspended or for which details cannot be verified by the Registrar to the Issue;

7. Do not submit the Application Forms without the full Application Amount; 8. Do not submit Applications on plain paper or on incomplete or illegible Application Forms or on

Application Forms in a colour prescribed for another category of investor; 9. Do not apply if you are not competent to contract under the Indian Contract Act, 1872; 10. Do not submit an Application in case you are not eligible to acquire NCDs under applicable law or your

relevant constitutional documents or otherwise; 11. Do not submit an Application that does not comply with the securities law of your respective jurisdiction; 12. Do not apply if you are a person ineligible to apply for NCDs under the Issue including Applications by

Persons Resident Outside India, (inter-alia including NRIs who are (i) based in the USA, and/or, (ii) domiciled in the USA, and/or, (iii) residents/citizens of the USA, and/or, (iv) subject to any taxation laws of the USA); and

13. Applicants other than ASBA Applicants should not submit the Application Form directly to the Escrow Collection Banks/ Bankers to the Issue, and the same will be rejected in such cases.

Additional Instructions Specific to ASBA Applicants Do’s:

1. Check if you are eligible to Apply under ASBA; 2. Read all the instructions carefully and complete the Application Form; 3. Ensure that you tick the ASBA option in the Application Form and give the correct details of your ASBA

Account including bank account number/ bank name and branch; 4. Ensure that your Application Form is submitted either at a Designated Branch of a SCSB where the

ASBA Account is maintained or with the Lead Managers, Lead Brokers, sub-brokers or Trading Members of the Stock Exchange at the Specified Cities, and not directly to the Escrow Collecting Banks (assuming that such bank is not a SCSB) or to our Company or the Registrar to the Issue;

5. In case of ASBA Applications through Syndicate ASBA, before submitting the physical Application Form to the Lead Managers, Lead Brokers, sub-brokers or Trading Members of the Stock Exchange, ensure that the SCSB where the ASBA Account, as specified in the ASBA Form, is maintained has named at-least one branch in that Specified City for the Lead Managers, Lead Brokers, sub-brokers or Trading Members of the Stock Exchange, as the case may be, to deposit ASBA Forms (A list of such branches is available at http://www.sebi.gov.in/cms/sebi_data/attachdocs/1345612849756.html;

6. Ensure that the Application Form is signed by the ASBA Account holder in case the ASBA Applicant is not the account holder;

7. Ensure that you have funds equal to the Application Amount in the ASBA Account before submitting the Application Form;

8. Ensure that you have correctly ticked, provided or checked the authorisation box in the Application Form, or have otherwise provided an authorisation to the SCSB via the electronic mode, for blocking funds in the ASBA Account equivalent to the Application Amount mentioned in the Application Form; and

9. Ensure that you receive an acknowledgement from the Designated Branch or the concerned Lead Manager, Lead Broker, sub-broker or Trading Member of the Stock Exchange, as the case may be, for the submission of the Application Form.

192

Don'ts:

1. Payment of Application Amount in any mode other than through blocking of Application Amount in the

ASBA Accounts shall not be accepted under the ASBA process;

2. Do not submit the Application Form to the Lead Managers, Lead Brokers, sub-brokers or Trading Members of the Stock Exchange, as the case may be, at a location other than the Specified Cities.

3. Do not send your physical Application Form by post. Instead submit the same to a Designated Branch or

the Lead Managers, Lead Brokers, sub-brokers or Trading Members of the Stock Exchange, as the case may be, at the Specified Cities; and

4. Do not submit more than five Application Forms per ASBA Account.

Kindly note that ASBA Applications submitted to the Lead Managers, Lead Brokers, sub-brokers or

Trading Members of the Stock Exchange at the Specified Cities will not be accepted if the SCSB where the

ASBA Account, as specified in the Application Form, is maintained has not named at least one branch at

that Specified City for the Lead Managers, Lead Brokers, sub-brokers or Trading Members of the Stock

Exchange, as the case may be, to deposit such Application Forms (A list of such branches is available at

http://www.sebi.gov.in/cms/sebi_data/attachdocs/1345612849756.html).

Please refer to “Rejection of Applications” on page 198 for information on rejection of Applications.

TERMS OF PAYMENT

The entire issue price for the NCDs is payable on Application only. In case of Allotment of lesser number of NCDs than the number applied, our Company shall refund the excess amount paid on Application to the Applicant. Payment mechanism for ASBA Applicants The ASBA Applicants shall specify the ASBA Account number in the Application Form. For ASBA Applications submitted to the Lead Managers, Lead Brokers, sub-brokers or Trading Members of the Stock Exchange at the Specified Cities, the ASBA Application will be uploaded onto the electronic system of the Stock Exchange and deposited with the relevant branch of the SCSB at the Specified City named by such SCSB to accept such ASBA Applications from the Lead Managers, Lead Brokers, sub-brokers or Trading Members of the Stock Exchange, as the case may be (A list of such branches is available at http://www.sebi.gov.in/cms/sebi_data/attachdocs/1345612849756.html). The relevant branch of the SCSB shall perform verification procedures and block an amount in the ASBA Account equal to the Application Amount specified in the ASBA Application. For ASBA Applications submitted directly to the SCSBs, the relevant SCSB shall block an amount in the ASBA Account equal to the Application Amount specified in the ASBA Application, before entering the ASBA Application into the electronic system of the Stock Exchanges. SCSBs may provide the electronic mode of application either through an internet enabled application and banking facility or such other secured, electronically enabled mechanism for application and blocking of funds in the ASBA Account. ASBA Applicants should ensure that they have funds equal to the Application Amount in the ASBA Account

before submitting the ASBA Application to the Lead Managers, Lead Brokers, sub-brokers or Trading

Members of the Stock Exchange, as the case may be, at the Specified Cities or to the Designated Branches

of the SCSBs. An ASBA Application where the corresponding ASBA Account does not have sufficient funds

equal to the Application Amount at the time of blocking the ASBA Account is liable to be rejected.

The Application Amount shall remain blocked in the ASBA Account until approval of the Basis of Allotment and consequent transfer of the amount against the Allotted NCDs to the Public Issue Account(s), or until withdrawal/

193

failure of the Issue or until withdrawal/ rejection of the Application Form, as the case may be. Once the Basis of Allotment is approved, the Registrar to the Issue shall send an appropriate request to the controlling branch of the SCSB for unblocking the relevant ASBA Accounts and for transferring the amount pertaining to NCDs allocable to the successful ASBA Applicants to the Public Issue Account(s). In case of withdrawal/ failure of the Issue, the blocked amount shall be unblocked on receipt of such information from the Registrar to the Issue. Escrow Mechanism for Applicants other than ASBA Applicants

Our Company shall open an Escrow Account with each of the Escrow Collection Bank(s) in whose favour the Applicants (other than ASBA Applicants) shall make out the cheque or demand draft in respect of his or her Application. A separate Escrow Account shall be opened by our Company with the Escrow Collection Bank(s) for Eligible NRI Applicants applying on a non-repatriation basis. Cheques or demand drafts received for the full Application Amount from Applicants in a certain category would be deposited in the Escrow Account(s). All cheques/ bank drafts accompanying the Application should be crossed “A/c Payee only” and (a) for eligible Applicants other than NRIs must be made payable to “Escrow Account RFL NCD Public Issue-R” and (b) for Eligible NRI Applicants applying on a non-repatriation basis must be made payable to “Escrow Account RFL NCD Public Issue-NR”. The Escrow Collection Bank(s) shall transfer the funds from the Escrow Account into the Public Issue Account(s), as per the terms of the Escrow Agreement and this Prospectus. The Escrow Collection Banks will act in terms of the Prospectus and the Escrow Agreement. The Escrow Collection Banks, for and on behalf of the Applicants, shall maintain the monies in the Escrow Account until the Designated Date. The Escrow Collection Banks shall not exercise any lien whatsoever over the monies deposited therein and shall hold the monies therein in trust for the Applicants. On the Designated Date, the Escrow Collection Banks shall transfer the funds represented by Allotment of NCDs (other than in respect of Allotment to successful ASBA Applicants) from the Escrow Account, as per the terms of the Escrow Agreement, into the Public Issue Account(s). The balance amount after transfer to the Public Issue Account(s) shall be transferred to the Refund Account. Payments of refund to the relevant Applicants shall also be made from the Refund Account as per the terms of the Escrow Agreement and the Prospectus. The Applicants should note that the escrow mechanism is not prescribed by SEBI and has been established as an arrangement between our Company, the Lead Managers, the Escrow Collection Banks and the Registrar to the Issue to facilitate collections from the Applicants. Each Applicant shall draw a cheque or demand draft mechanism for the entire Application Amount as per the following terms: 1. All Applicants would be required to pay the full Application Amount at the time of the submission of the

Application Form.

2. The Applicants shall, with the submission of the Application Form, draw a payment instrument for the Application Amount in favour of the Escrow Accounts and submit the same along with their Application. If the payment is not made favouring the Escrow Accounts along with the Application Form, the Application is liable to be rejected by the Escrow Collection Banks. Application Forms accompanied by cash, stockinvest, money order or postal order will not be accepted.

3. The payment instruments for payment into the Escrow Account should be drawn in favour of:

• In case of Resident Indian Applicants: “Escrow Account RFL NCD Public Issue-R”

• In case of NRI Applicants applying on a non-repatriation basis: “Escrow Account RFL NCD Public Issue-NR”.

4. The monies deposited in the Escrow Accounts will be held for the benefit of the Applicants (other than

ASBA Applicants) till the Designated Date.

194

5. On the Designated Date, the Escrow Collection Banks shall transfer the funds from the Escrow Accounts as per the terms of the Escrow Agreement into the Public Issue Account(s) with the Bankers to the Issue and the refund amount shall be transferred to the Refund Account.

6. Payments should be made by cheque or demand draft drawn on any bank (including a co-operative bank),

which is situated at, and is a member of or sub-member of the bankers’ clearing house located at the centre where the Application Form is submitted. Outstation cheques, post dated cheques and cheques/ bank drafts drawn on banks not participating in the clearing process will not be accepted and Applications accompanied by such cheques or bank drafts are liable to be rejected. Cash/ stockinvest/ money orders/ postal orders will not be accepted. Please note that cheques without the nine digit Magnetic Ink Character Recognition (“MICR”) code are liable to be rejected.

7. Applicants are advised to provide the number of the Application Form on the reverse of the cheque or bank

draft to avoid misuse of instruments submitted with the Application Form. Payment by cash/ stockinvest/ money order

Payment through cash/ stockinvest/ money order shall not be accepted in this Issue.

SUBMISSION OF COMPLETED APPLICATION FORMS

Mode of Submission of

Application Forms

To whom the Application Form has to be submitted

ASBA Applications (i) If using physical Application Form, (a) to the Lead Managers, Lead Brokers, sub-brokers or Trading Members of the Stock Exchanges only at the Specified Cities (“Syndicate

ASBA”), or (b) to the Designated Branches of the SCSBs where the ASBA Account is maintained; or

(ii) If using electronic Application Form, to the SCSBs,

electronically through internet banking facility, if available.

Non-ASBA Applications

The Lead Managers, Lead Brokers, sub-brokers or Trading Members of the Stock Exchanges at the centres mentioned in the Application Form.

Syndicate ASBA Applicants must ensure that their ASBA Applications are submitted to the Lead Managers, Lead Brokers, sub-brokers or Trading Members of the Stock Exchanges only at the Specified Cities (Mumbai, Chennai, Kolkata, Delhi, Ahmedabad, Rajkot, Jaipur, Bengaluru, Hyderabad, Pune, Vadodara and Surat). Kindly note that ASBA Applications submitted to the Lead Managers, Lead Brokers, sub-brokers or Trading Members of the Stock Exchanges at the Specified Cities will not be accepted if the SCSB where the ASBA Account, as specified in the ASBA Application, is maintained has not named at least one branch at that Specified City for the Lead Managers, Lead Brokers, sub-brokers or Trading Members of the Stock Exchanges, as the case may be, to deposit ASBA Applications (A list of such branches is available at http://www.sebi.gov.in/cms/sebi_data/attachdocs/1345612849756.html).

For information on the Issue programme and timings for submission of Application Forms, please refer to “General Information – Issue Programme” on page 36 of this Prospectus.

Applicants other than ASBA Applicants are advised not to submit the Application Form directly to

the Escrow Collection Banks/ Bankers to the Issue, and the same will be rejected in such cases and the

Applicants will not be entitled to any compensation whatsoever.

Submission of ASBA Applications

Applicants can also apply for NCDs using the ASBA facility. ASBA Applications can be submitted through either of the following modes:

a) Physically or electronically to the Designated Branches of the SCSB with whom an Applicant’s

195

ASBA Account is maintained. In case of ASBA Application in physical mode, the ASBA Applicant shall submit the Application Form at the relevant Designated Branch of the SCSB. The Designated Branch shall verify if sufficient funds equal to the Application Amount are available in the ASBA Account, as mentioned in the ASBA Application, prior to uploading such ASBA Application into the electronic system of the Stock Exchanges. If sufficient funds are not available in the ASBA Account, the respective Designated Branch shall reject such ASBA Application and shall not upload such ASBA Application in the electronic system of the Stock Exchanges. If sufficient funds are available in the ASBA Account, the Designated Branch shall block an amount equivalent to the Application Amount and upload details of the ASBA Application in the electronic system of the Stock Exchanges. The Designated Branch of the SCSBs shall stamp the Application Form and issue an acknowledgement as proof of having accepted the Application. In case of Application in the electronic mode, the ASBA Applicant shall submit the ASBA Application either through the internet banking facility available with the SCSB, or such other electronically enabled mechanism for application and blocking funds in the ASBA Account held with SCSB, and accordingly registering such ASBA Applications.

b) Physically through the Lead Managers, Lead Brokers, sub-brokers or Trading Members of the Stock

Exchanges only at the Specified Cities (Mumbai, Chennai, Kolkata, Delhi, Ahmedabad, Rajkot, Jaipur, Bangalore, Hyderabad, Pune, Vadodara and Surat), i.e. Syndicate ASBA. Kindly note that ASBA Applications submitted to the Lead Managers, Lead Brokers, sub-brokers or Trading Members of the Stock Exchanges at the Specified Cities will not be accepted if the SCSB where the ASBA Account, as specified in the ASBA Application, is maintained has not named at least one branch at that Specified City for the Lead Managers, Lead Brokers, sub-brokers or Trading Members of the Stock Exchanges, as the case may be, to deposit ASBA Applications (A list of such branches is available at http://www.sebi.gov.in/cms/sebi_data/attachdocs/1345612849756.html).

Upon receipt of the Application Form by the Lead Managers, Lead Brokers, sub-brokers or Trading Members of the Stock Exchanges, as the case may be, an acknowledgement shall be issued by giving the counter foil of the Application Form to the ASBA Applicant as proof of having accepted the Application. Thereafter, the details of the Application shall be uploaded in the electronic system of the Stock Exchanges and the Application Form shall be forwarded to the relevant branch of the SCSB, in the relevant Specified City, named by such SCSB to accept such ASBA Applications from the Lead Managers, Lead Brokers, sub-brokers or Trading Members of the Stock Exchanges, as the case may be (A list of such branches is available at http://www.sebi.gov.in/cms/sebi_data/attachdocs/1345612849756.html). Upon receipt of the ASBA Application, the relevant branch of the SCSB shall perform verification procedures and check if sufficient funds equal to the Application Amount are available in the ASBA Account, as mentioned in the ASBA Form. If sufficient funds are not available in the ASBA Account, the relevant ASBA Application is liable to be rejected. If sufficient funds are available in the ASBA Account, the relevant branch of the SCSB shall block an amount equivalent to the Application Amount mentioned in the ASBA Application.

The Application Amount shall remain blocked in the ASBA Account until approval of the Basis of Allotment and consequent transfer of the amount against the Allotted NCDs to the Public Issue Account(s), or until withdrawal/ failure of the Issue or until withdrawal/ rejection of the Application Form, as the case may be.

ASBA Applicants must note that:

(a) Physical Application Forms will be available with the Designated Branches of the SCSBs and with the Lead Managers, Lead Brokers, sub-brokers and Trading Members of the Stock Exchanges at the Specified Cities; and electronic Application Forms will be available on the websites of the SCSBs and the Stock Exchanges at least one day prior to the Issue Opening Date. The Application Forms would be serially numbered. Further, the SCSBs will ensure that the abridged Prospectus is made available on their websites.

196

(b) The Designated Branches of the SCSBs shall accept ASBA Applications directly from ASBA

Applicants only during the Issue Period. The SCSB shall not accept any ASBA Applications directly from ASBA Applicants after the closing time of acceptance of Applications on the Issue Closing Date. However, in case of Syndicate ASBA, the relevant branches of the SCSBs at Specified Cities can accept ASBA Applications from the Lead Managers, Lead Brokers, sub-brokers or Trading Members of the Stock Exchanges, as the case may be, after the closing time of acceptance of Applications on the Issue Closing Date. For further information on the Issue programme, please refer to “General Information – Issue Programme” on page 36 of this Prospectus.

(c) In case of Applications through Syndicate ASBA, the physical Application Form shall bear the

stamp of the Lead Managers, Lead Brokers, sub-brokers or Trading Members of the Stock Exchanges, as the case maybe, if not, the same shall be rejected.

Submission of Non-ASBA Applications Applicants must use the specified Application Form, which will be serially numbered, bearing the stamp of the relevant Lead Manager, Lead Broker, sub-broker or Trading Member of the Stock Exchanges, as the case maybe, from whom such Application Form is obtained. Such Application Form must be submitted to the relevant Lead Manager, Lead Broker, sub-broker or Trading Member of the Stock Exchanges, as the case maybe, at the centers mentioned in the Application Form along with the cheque or bank draft for the Application Amount, before the closure of the Issue Period. The Stock Exchanges may also provide Application Forms for being downloaded and filled. Accordingly the investors may download Application Forms and submit the completed Application Forms together with cheques/ demand drafts to the Lead Manager, Lead Broker, sub-broker or Trading Member of the Stock Exchanges at the centers mentioned in the Application Form. On submission of the complete Application Form, the relevant Lead Manager, Lead Broker, sub-broker or Trading Member of the Stock Exchange, as the case maybe, will upload the Application Form on the electronic system provided by the Stock Exchange, and once an Application Form has been uploaded, issue an acknowledgement of such upload by stamping the acknowledgement slip attached to the Application Form with the relevant date and time and return the same to the Applicant. Thereafter, the Application Form together with the cheque or bank draft shall be forwarded to the Escrow Collection Banks for realization and further processing. The duly stamped acknowledgment slip will serve as a duplicate Application Form for the records of the Applicant. The Applicant must preserve the acknowledgment slip and provide the same in connection with: (a) any cancellation/ withdrawal of their Application;

(b) queries in connection with allotment and/ or refund(s) of NCDs; and/or

(c) all investor grievances/ complaints in connection with the Issue. Electronic Registration of Applications

(a) The Lead Managers, Lead Brokers, sub-brokers, Trading Members of the Stock Exchange and Designated Branches of the SCSBs, as the case may be, will register the Applications using the on-line facilities of the Stock Exchange. There will be at least one on-line connection in each city where Applications are being accepted.

The Lead Managers, the Lead Brokers, our Company and the Registrar to the Issue are not responsible for any acts, mistakes or errors or omission and commissions in relation to, (i) the Applications accepted by the SCSBs, (ii) the Applications uploaded by the SCSBs, (iii) the Applications accepted but not uploaded by the SCSBs, (iv) with respect to ASBA Applications accepted and uploaded by the SCSBs without blocking funds in the ASBA Accounts, or (v) any Applications accepted both uploaded and/or not uploaded by the Trading

197

Members of the Stock Exchange. (b) In case of apparent data entry error by the Lead Managers, Lead Brokers, sub-brokers, Trading Members

of the Stock Exchange, Escrow Collection Banks or Designated Branches of the SCSBs, as the case may be, in entering the Application Form number in their respective schedules other things remaining unchanged, the Application Form may be considered as valid and such exceptions may be recorded in minutes of the meeting submitted to the Designated Stock Exchange.

(c) The Stock Exchange will offer an electronic facility for registering Applications for the Issue. This facility

will be available on the terminals of Lead Managers, Lead Brokers, sub-brokers, Trading Members of the Stock Exchange and the SCSBs during the Issue Period. The Lead Managers, Lead Brokers, sub-brokers and Trading Members of the Stock Exchange can also set up facilities for off-line electronic registration of Applications subject to the condition that they will subsequently upload the off-line data file into the on-line facilities for Applications on a regular basis, and before the expiry of the allocated time on the Issue Closing Date. On the Issue Closing Date, the Lead Managers, Lead Brokers, sub-brokers, Trading Members of the Stock Exchange and the Designated Branches of the SCSBs shall upload the Applications till such time as may be permitted by the Stock Exchange. This information will be available with the Lead Managers, Lead Brokers, sub-brokers, Trading Members of the Stock Exchange and the Designated Branches of the SCSBs on a regular basis. Applicants are cautioned that a high inflow of high volumes on the last day of the Issue Period may lead to some Applications received on the last day not being uploaded and such Applications will not be considered for allocation. For further information on the Issue programme, please refer to “General Information – Issue Programme” on page 36 of this Prospectus.

(d) At the time of registering each Application, other than ASBA Applications, the Lead Managers, Lead

Brokers, sub-brokers or Trading Members of the Stock Exchange shall enter the requisite details of the Applicants in the on-line system including:

• Application Form number

• PAN (of the first Applicant, in case of more than one Applicant)

• Investor category and sub-category

• DP ID

• Client ID

• Series of NCDs applied for

• Number of NCDs Applied for in each Series of NCD

• Price per NCD

• Application amount

• Cheque number (e) With respect to ASBA Applications submitted directly to the SCSBs at the time of registering each

Application, the Designated Branches shall enter the requisite details of the Applicants in the on-line system including:




• DP ID

• Client ID



• Price per NCD

• Bank code for the SCSB where the ASBA Account is maintained

• Bank account number

• Application amount (f) With respect to ASBA Applications submitted to the Lead Managers, Lead Brokers, sub-brokers or

Trading Members of the Stock Exchange only at the Specified Cities, at the time of registering each

198

Application, the requisite details of the Applicants shall be entered in the on-line system including:




• DP ID

• Client ID



• Price per NCD

• Bank code for the SCSB where the ASBA Account is maintained

• Location of Specified City

• Application amount

(g) A system generated acknowledgement will be given to the Applicant as a proof of the registration of each

Application. It is the Applicant‘s responsibility to obtain the acknowledgement from the Lead Managers, Lead Brokers, sub-brokers, Trading Members of the Stock Exchange and the Designated Braches of the SCSBs, as the case may be. The registration of the Application by the Lead Managers, Lead Brokers, sub-brokers, Trading Members of the Stock Exchange and the Designated Braches of the SCSBs, as the case may be, does not guarantee that the NCDs shall be allocated/ Allotted by our Company. The acknowledgement will be non-negotiable and by itself will not create any obligation of any kind.

(h) Applications can be rejected on the technical grounds listed on page 199 or if all required information is not

provided or the Application Form is incomplete in any respect.

(i) The permission given by the Stock Exchange to use their network and software of the online system should

not in any way be deemed or construed to mean that the compliance with various statutory and other requirements by our Company and/ or the Lead Managers are cleared or approved by the Stock Exchange; nor does it in any manner warrant, certify or endorse the correctness or completeness of any of the compliance with the statutory and other requirements nor does it take any responsibility for the financial or other soundness of our Company, the management or any scheme or project of our Company; nor does it in any manner warrant, certify or endorse the correctness or completeness of any of the contents of this Prospectus; nor does it warrant that the NCDs will be listed or will continue to be listed on the Stock Exchanges.

(j) Only Applications that are uploaded on the online system of the Stock Exchange shall be considered for

allocation/ Allotment. The Lead Managers, Lead Brokers, sub-brokers, Trading Members of the Stock Exchange and the Designated Braches of the SCSBs shall capture all data relevant for the purposes of finalizing the Basis of Allotment while uploading Application data in the electronic systems of the Stock Exchange. In order that the data so captured is accurate the Lead Managers, Lead Brokers, sub-brokers, Trading Members of the Stock Exchange and the Designated Braches of the SCSBs will be given up to one Working Day after the Issue Closing Date to modify/ verify certain selected fields uploaded in the online system during the Issue Period after which the data will be sent to the Registrar for reconciliation with the data available with the NSDL and CDSL.

REJECTION OF APPLICATIONS

Applications would be liable to be rejected on the technical grounds listed on page 199 below or if all required information is not provided or the Application Form is incomplete in any respect. The Board of Directors and/or any committee of our Company reserves its full, unqualified and absolute right to accept or reject any Application in whole or in part and in either case without assigning any reason thereof. Application may be rejected on one or more technical grounds, including but not restricted to:

• Applications submitted without payment of the entire Application Amount. However, our Company may allot

199

NCDs up to the value of application monies paid, if such application monies exceed the minimum application size as prescribed hereunder;

• In case of partnership firms, NCDs may be registered in the names of the individual partners and no firm as such shall be entitled to apply. However a limited liability partnership firm can apply in its own name;

• Application by persons not competent to contract under the Indian Contract Act, 1872, as amended, except bids by Minors having valid demat account as per demographic details provided by the Depository Participants;

• PAN not mentioned in the Application Form, except for Applications by or on behalf of the Central or State Government and the officials appointed by the courts and by investors residing in the State of Sikkim, provided such claims have been verified by the Depository Participants;

• DP ID and Client ID not mentioned in the Application Form;

• GIR number furnished instead of PAN;

• Applications by OCBs;

• Applications for an amount below the minimum application size;

• Submission of more than five ASBA Forms per ASBA Account;

• Applications by persons who are not eligible to acquire NCDs of our Company in terms of applicable laws, rules, regulations, guidelines and approvals;

• In case of Applications under power of attorney or by limited companies, corporate, trust etc., relevant documents are not submitted;

• Applications accompanied by Stockinvest/ money order/ postal order/ cash;

• Signature of Applicant missing.;

• ASBA Application Forms not being signed by the ASBA Account holder, if the account holder is different from the Applicant;

• Application Forms submitted to the Lead Managers, Lead Brokers, sub-brokers or Trading Members of the Stock Exchange does not bear the stamp of the relevant Lead Manager, Lead Broker, sub-broker or Trading Member of the Stock Exchange, as the case may be. ASBA Applications submitted directly to the Designated Branches of the SCSBs does not bear the stamp of the SCSB and/or the Designated Branch and/or the Lead Managers, Lead Brokers, sub-brokers or Trading Members of the Stock Exchange, as the case may be;

• ASBA Applications not having details of the ASBA Account to be blocked;

• Application Forms do not have Applicant’s depository account details;

• In case no corresponding record is available with the Depositories that matches three parameters namely, DP ID, Client ID and PAN or if PAN is not available in the Depository database;

• With respect to ASBA Applications, inadequate funds in the ASBA Account to enable the SCSB to block the Application Amount specified in the ASBA Application Form at the time of blocking such Application Amount in the ASBA Account or no confirmation is received from the SCSB for blocking of funds;

• Applications for amounts greater than the maximum permissible amounts prescribed by the regulations and applicable law;

• Applications where clear funds are not available in Escrow Accounts as per final certificates from Escrow Collection Banks;

• Authorization to the SCSB for blocking funds in the ASBA Account not provided;

• Applications by persons prohibited from buying, selling or dealing in shares, directly or indirectly, by SEBI or any other regulatory authority;

• Applications by any person outside India, except Eligible NRIs applying for NCDs on a non-repatriation basis;

• Applications by other persons who are not eligible to apply for NCDs under the Issue under applicable Indian or foreign statutory/regulatory requirements;

• Applications not uploaded on the terminals of the Stock Exchange;

• Applications uploaded after the expiry of the allocated time on the Issue Closing Date, unless extended by the Stock Exchange, as applicable;

• Application Forms not delivered by the Applicant within the time prescribed as per the Application Form and the Prospectus and as per the instructions in the Application Form and the Prospectus;

• Applications by Applicants whose demat accounts have been 'suspended for credit' pursuant to the circular issued by SEBI on July 29, 2010 bearing number CIR/MRD/DP/22/2010;

• Where PAN details in the Application Form and as entered into the electronic system of the Stock Exchange,

200

are not as per the records of the Depositories;

• ASBA Applications submitted to the Lead Managers, Lead Brokers, sub-brokers or Trading Members of the Stock Exchange at locations other than the Specified Cities or at a Designated Branch of a SCSB where the ASBA Account is not maintained, and ASBA Applications submitted directly to an Escrow Collecting Bank (assuming that such bank is not a SCSB), to our Company or the Registrar to the Issue;

• Applications tendered to the Trading Members of the Stock Exchange at centers other than the centers mentioned in the Application Form;

• Category not ticked; and/or

• Application Form accompanied with more than one cheque.

• In case of cancellation of one or more orders (series) within an Application, leading to total order quantity falling under the minimum quantity required for a single Application.

Kindly note that ASBA Applications submitted to the Lead Managers, Lead Brokers, sub-brokers or

Trading Members of the Stock Exchange at the Specified Cities will not be accepted if the SCSB where the

ASBA Account, as specified in the ASBA Form, is maintained has not named at least one branch at that

Specified City for the Lead Managers, Lead Brokers, sub-brokers or Trading Members of the Stock

Exchange, as the case may be, to deposit ASBA Applications (A list of such branches is available at

http://www.sebi.gov.in/cms/sebi_data/attachdocs/1345612849756.html).

For information on certain procedures to be carried out by the Registrar to the Offer for finalization of the basis of allotment, please refer to “Information for Applicants” on page 200 below.

Information for Applicants

In case of ASBA Applications submitted to the SCSBs, in terms of the SEBI circular CIR/CFD/DIL/3/2010 dated April 22, 2010, the Registrar to the Issue will reconcile the compiled data received from the Stock Exchange and all SCSBs, and match the same with the Depository database for correctness of DP ID, Client ID and PAN. The Registrar to the Issue will undertake technical rejections based on the electronic details and the Depository database. In case of any discrepancy between the electronic data and the Depository records, the Company, in consultation with the Designated Stock Exchange, the Lead Managers and the Registrar to the Issue, reserves the right to proceed as per the Depository records for such ASBA Applications or treat such ASBA Applications as rejected.

In case of ASBA Applicants submitted to the Lead Managers, Lead Brokers, sub-brokers and Trading Members of the Stock Exchange at the Specified Cities, the basis of allotment will be based on the Registrar‘s validation of the electronic details with the Depository records, and the complete reconciliation of the final certificates received from the SCSBs with the electronic details in terms of the SEBI circular CIR/CFD/DIL/1/2011 dated April 29, 2011. The Registrar to the Issue will undertake technical rejections based on the electronic details and the Depository database. In case of any discrepancy between the electronic data and the Depository records, the Company, in consultation with the Designated Stock Exchange, the Lead Managers and the Registrar to the Issue, reserves the right to proceed as per the Depository records or treat such ASBA Application as rejected.

In case of non-ASBA Applications, the basis of allotment will be based on the Registrar‘s validation of the electronic details with the Depository records, and the complete reconciliation of the final certificates received from the Escrow Collection Banks with the electronic details in terms of the SEBI circular CIR/CFD/DIL/3/2010 dated April 22, 2010 and the SEBI circular CIR/CFD/DIL/1/2011 dated April 29, 2011. The Registrar will undertake technical rejections based on the electronic details and the Depository database. In case of any discrepancy between the electronic data and the Depository records, the Company, in consultation with the Designated Stock Exchange, the Lead Managers, the Registrar to the Issue, reserves the right to proceed as per the Depository records or treat such Applications as rejected.

Based on the information provided by the Depositories, the Company shall have the right to accept Applications belonging to an account for the benefit of a minor (under guardianship).

In case of Applications for a higher number of NCDs than specified for that category of Applicant, only the maximum amount permissible for such category of Applicant will be considered for Allotment.

BASIS OF ALLOTMENT

The Registrar will aggregate the Applications, based on the Applications recieved through an electronic book, from the Stock Exchanges and determine the valid Applications for the purpose of drawing the basis of allocation.

Grouping of Applications and Allocation Ratio: For the purposes of the basis of allotment: (a) Applications received from applicants who are Institutional Investors: Applications received from

201

Institutional Investors, shall be grouped together, (“Institutional Portion”); (b) Applications received from applicants who are Non Institutional Investors: Applications received from

Non Institutional Investors, shall be grouped together, (“Non Institutional Portion”); (c) Applications received from Non Reserved Individual Investors: Applications received from Non

Reserved Individual Investors, shall be grouped together, (“Non Reserved Individual Portion”); and (d) Applications received from Reserved Individual Investors: Applications received from Reserved

Individual Investors, shall be grouped together, (“Reserved Individual Portion”); For removal of doubt, “Institutional Portion”, Non-Institutional Portion” “Non Reserved Individual Portion” and “Reserved Individual Portion” are individually referred to as “Portion” and collectively referred to as “Portions”. For the purposes of determining the number of NCDs available for allocation to each of the abovementioned Portions, our Company shall have the discretion of determining the number of NCDs to be allotted over and above the Base Issue Size, in case our Company opts to retain any oversubscription in the Issue upto ` 2,500 million. The aggregate value of NCDs decided to be allotted over and above the Base Issue Size, (in case our Company opts to retain any oversubscription in the Issue), and/or the aggregate value of NCDs upto the Base Issue Size shall be collectively termed as the “Overall Issue Size”. Allocation Ratio

Reservations shall be made for each of the Portions in the below mentioned format:

Particulars Institutional

Category

Non Institutional

Category

Non Reserved

Individual

Category

Reserved

Individual

Category

Size in % 20% of the Overall Issue Size

10% of the Overall Issue Size



Basis of Allotment for NCDs (a) Allotments in the first instance:

(i) Applicants belonging to the Institutional Portion, in the first instance, will be allocated NCDs upto 20% of Overall Issue Size on first come first serve basis (determined on the basis of the upload of each Application into the electronic book of the Stock Exchange);

(ii) Applicants belonging to the Non Institutional Portion, in the first instance, will be allocated

NCDs upto 10% of Overall Issue Size on first come first serve basis (determined on the basis of the upload of each Application into the electronic book of the Stock Exchange);

(iii) Applicants belonging to the Non Reserved Individual Portion, in the first instance, will be

allocated NCDs upto 30% of Overall Issue Size on first come first serve basis (determined on the basis of the upload of each Application into the electronic book of the Stock Exchange);

(iv) Applicants belonging to the Reserved Individual Portion, in the first instance, will be allocated

NCDs upto 40% of Overall Issue Size on first come first serve basis (determined on the basis of the upload of each Application into the electronic book of the Stock Exchange);

Allotments, in consultation with the Designated Stock Exchange, shall be made on a first-come first-serve basis, based on the upload of each Application into the electronic book of the Stock Exchange, in each Portion subject to the Allocation Ratio.

202

(b) Under Subscription: If there is any under subscription in any Portion, priority in allotments will be

given in the following order (in decreasing order of priority): (i) Reserved Individual Portion (ii) Non Reserved Individual Portion (iii) Non Institutional Portion (iv) Institutional Portion

(c) For each Portion, all Applications uploaded into the electronic book of the Stock Exchange on the same

day would be treated at par with each other. Allotment within a day would be on proportionate basis, where NCDs applied for exceeds NCDs to be allotted for each Portion respectively.

(d) Minimum allotments of 1NCD and in multiples of 1 NCD thereafter would be made in case of each

valid Application.

(e) Allotments in case of oversubscription: In case of an oversubscription, allotments to the maximum

extent, as possible, will be made on a first-come first-serve basis and thereafter on proportionate basis in each Portion, i.e. full allotment of NCDs to the Applicants on a first come first basis up to the date falling 1 (one) day prior to the date of oversubscription and proportionate allotment of NCDs to the Applicants on the date of oversubscription (determined on the basis of the upload of each Application into the electronic book of the Stock Exchange, in each Portion).

(f) Proportionate Allotments: For each Portion, on the date of oversubscription:

i) Allotments to the Applicants shall be made in proportion to their respective application size, rounded off to the nearest integer.

ii) If the process of rounding off to the nearest integer results in the actual allocation of NCDs being higher than the Issue size, not all Applicants will be allotted the number of NCDs arrived at after such rounding off. Rather, each Applicant whose allotment size, prior to rounding off, had the highest decimal point would be given preference.

iii) In the event, there are more than one Applicant whose entitlement remain equal after the manner of distribution referred to above, our Company will ensure that the basis of allotment is finalised by draw of lots in a fair and equitable manner.

(g) Applicant applying for more than one series of NCDs: If an Applicant has applied for more than one

series of NCDs, (Series I, Series II, Series III, Series IV and/or Series V, individually referred to as “Series”), and in case such Applicant is entitled to allocation of only a part of the aggregate number of NCDs applied for, the Series-wise allocation of NCDs to such Applicants shall be in proportion to the number of NCDs with respect to each Series, applied for by such Applicant, subject to rounding off to the nearest integer, as appropriate in consultation with Lead Managers and Designated Stock Exchange.

All decisions pertaining to the basis of allotment of NCDs pursuant to the Issue shall be taken by our Company in consultation with the Lead Managers and the Designated Stock Exchange and in compliance with the aforementioned provisions of this Prospectus. Any other queries/ issues in connection with the Applications will be appropriately dealt with and decided upon by the Company in consultation with the Lead Managers.

Our Company would allot Series V NCDs to all valid Applications made under Category IV, wherein the Applicants have not indicated their choice of the relevant Series of NCDs and our Company would allot Series IV NCDs to all valid Applications made under any other Category other than Category IV, wherein the Applicants have not indicated their choice of the relevant Series of NCDs.

Our Company has the discretion to close the Issue irrespective of whether any of the Portion(s) are fully subscribed or not.

203

Retention of oversubscription Our Company is making a public Issue of NCDs aggregating upto ` 2,500 million with an option to retain oversubscription of NCDs up to ` 2,500 million.

PAYMENT OF REFUNDS

Refunds for Applicants other than ASBA Applicants Within 12 Working Days of the Issue Closing Date, the Registrar to the Issue will dispatch refund orders/ give instructions for electronic refund, as applicable, of all amounts payable to unsuccessful Applicants (other than ASBA Applicants) and also any excess amount paid on Application, after adjusting for allocation/ Allotment of NCDs. The Registrar to the Issue will obtain from the Depositories the Applicant’s bank account details, including the MICR code, on the basis of the DP ID and Client ID provided by the Applicant in their Application Forms, for making refunds. For Applicants who receive refunds through ECS, direct credit, RTGS or NEFT, the refund instructions will be given to the clearing system within 12 Working Days from the Issue Closing Date. A suitable communication shall be dispatched to the Applicants receiving refunds through these modes, giving details of the bank where refunds shall be credited along with amount and expected date of electronic credit of refund. Such communication will be mailed to the addresses of Applicants, as per the Demographic Details received from the Depositories. The Demographic Details would be used mailing of the physical refund orders, as applicable. Mode of making refunds for Applicants other than ASBA Applicants The payment of refund, if any, for Applicants other than ASBA Applicants would be done through any of the following modes: 1. Direct Credit – Applicants having bank accounts with the Refund Bank(s), as per Demographic Details

received from the Depositories, shall be eligible to receive refunds through direct credit. Charges, if any, levied by the Refund Bank(s) for the same would be borne by the Company.

2. NECS – Payment of refund would be done through NECS for applicants having an account at any of the

centres where such facility has been made available. This mode of payment of refunds would be subject to availability of complete bank account details including the MICR code from the Depositories.

3. RTGS – Applicants having a bank account at any of the centres where such facility has been made available

and whose refund amount exceeds ` 0.2 million, have the option to receive refund through RTGS provided the Demographic Details downloaded from the Depositories contain the nine digit MICR code of the Applicant’s bank which can be mapped with the RBI data to obtain the corresponding Indian Financial System Code (IFSC). Charges, if any, levied by the applicant‘s bank receiving the credit would be borne by the Applicant.

4. NEFT – Payment of refund shall be undertaken through NEFT wherever the Applicant’s bank has been

assigned the Indian Financial System Code (IFSC), which can be linked to a Magnetic Ink Character Recognition (MICR), if any, available to that particular bank branch. IFSC Code will be obtained from the website of RBI as on a date immediately prior to the date of payment of refund, duly mapped with MICR numbers. Wherever the Applicants have registered their nine digit MICR number and their bank account number while opening and operating the demat account, the same will be duly mapped with the IFSC Code of that particular bank branch and the payment of refund will be made to the applicants through this method. The process flow in respect of refunds by way of NEFT is at an evolving stage, hence use of NEFT is subject to operational feasibility, cost and process efficiency. In the event that NEFT is not operationally feasible, the payment of refunds would be made through any one of the other modes as discussed in the sections.

204

5. For all other applicants, including those who have not updated their bank particulars with the MICR code, the

refund orders will be dispatched through Speed Post or Registered Post. Such refunds will be made by cheques, pay orders or demand drafts drawn on the relevant Refund Bank and payable at par at places where Applications are received. Bank charges, if any, for cashing such cheques, pay orders or demand drafts at other centres will be payable by the Applicants.

Mode of making refunds for ASBA Applicants In case of ASBA Applicants, the Registrar shall instruct the relevant SCSB to unblock the funds in the relevant ASBA Account for withdrawn, rejected or unsuccessful or partially successful ASBA Applications within 12 Working Days of the Issue Closing Date.

TRANSFER OF NCDs AND ISSUANCE OF ALLOTMENT ADVICE With respect to Applicants other than ASBA Applicants, our Company shall (i) ensure dispatch of Allotment Advice/ intimation within 12 Working Days of the Issue Closing Date, and (ii) give instructions for credit of NCDs to the beneficiary account with Depository Participants, for successful Applicants who have been allotted NCDs in dematerialized form, within 12 Working Days of the Issue Closing Date. The Allotment Advice for successful Applicants who have been allotted NCDs in dematerialized form will be mailed to their addresses as per the Demographic Details received from the Depositories. With respect to the ASBA Applicants, our Company shall ensure dispatch of Allotment Advice and/ or give instructions for credit of NCDs to the beneficiary account with Depository Participants within 12 Working Days of the Issue Closing Date. The Allotment Advice for successful ASBA Applicants will be mailed to their addresses as per the Demographic Details received from the Depositories. Our Company shall use best efforts to ensure that all steps for completion of the necessary formalities for commencement of trading at the Stock Exchange where the NCDs are proposed to be listed are taken within 12 Working Days from the Issue Closing Date. The Company will provide adequate funds required for dispatch of refund orders and Allotment Advice, as applicable, to the Registrar to the Issue.

OTHER INFORMATION

Withdrawal of Applications during the Issue Period

Withdrawal of ASBA Applications ASBA Applicants can withdraw their ASBA Applications during the Issue Period by submitting a request for the same to Lead Manager, Lead Broker, sub-broker, Trading Member of the Stock Exchange or the Designated Branch, as the case may be, through whom the ASBA Application had been placed. In case of ASBA Applications submitted to the Lead Managers, Lead Brokers, sub-brokers or Trading Members of the Stock Exchange at the Specified Cities, upon receipt of the request for withdrawal from the ASBA Applicant, the relevant Lead Manager, Lead Broker, sub-broker or Trading Member of the Stock Exchange, as the case may be, shall do the requisite, including deletion of details of the withdrawn ASBA Application Form from the electronic system of the Stock Exchange. In case of ASBA Applications submitted directly to the Designated Branch of the SCSB, upon receipt of the request for withdraw from the ASBA Applicant, the relevant Designated Branch shall do the requisite, including deletion of details of the withdrawn ASBA Application Form from the electronic system of the Stock Exchanges and unblocking of the funds in the ASBA Account directly. Withdrawal of Non-ASBA Applications Non-ASBA Applicants can withdraw their Applications during the Issue Period by submitting a request for the same to Lead Manager, Lead Broker, sub-broker or Trading Member of the Stock Exchange, as the case may be, through whom the Application had been placed. Upon receipt of the request for withdrawal from the Applicant, the

205

relevant Lead Manager, Lead Broker, sub-broker or Trading Member of the Stock Exchange, as the case may be, shall do the requisite, including deletion of details of the withdrawn Non-ASBA Application Form from the electronic system of the Stock Exchange. Withdrawal of Applications after the Issue Period In case an Applicant wishes to withdraw the Application after the Issue Closing Date, the same can be done by submitting a withdrawal request to the Registrar to the Issue prior to the finalization of the Basis of Allotment.

Revision of Applications

As per the notice No: 20120831-22 dated August 31, 2012 issued by the BSE, cancellation of one or more orders (series) within an Application is permitted during the Issue Period as long as the total order quantity does not fall under the minimum quantity required for a single Application. Please note that in case of cancellation of one or more orders (series) within an Application, leading to total order quantity falling under the minimum quantity required for a single Application will be liable for rejection by the Registrar. In case of any revision of Application in connection with any of the fields which are not allowed to be modified on the electronic application platform of the Stock Exchanges as per the procedures and requirements prescribed by each relevant Stock Exchange, ensure that you have first withdrawn your original Application and submit a fresh Application. For instance, as per the notice No: 20120831-22 dated August 31, 2012 issued by the BSE, fields namely, quantity, series, application no., sub-category codes will not be allowed for modification during the Issue. In such a case the date of the fresh Application will be considered for date priority for allotment purposes. Revision of Applications is not permitted after the expiry of the time for acceptance of Application Forms on Issue Closing Date. However, in order that the data so captured is accurate, the Lead Managers, Lead Brokers, sub-brokers, Trading Members of the Stock Exchange and the Designated Branches of the SCSBs will be given up to one Working Day after the Issue Closing Date to modify/ verify certain selected fields uploaded in the online system during the Issue Period, after which the data will be sent to the Registrar for reconciliation with the data available with the NSDL and CDSL.

Depository Arrangements We have made depository arrangements with NSDL and CDSL for issue and holding of the NCDs in dematerialized form. Please note that Tripartite Agreements have been executed between our Company, the Registrar and both the depositories. As per the provisions of the Depositories Act, 1996, the NCDs issued by us can be held in a dematerialized form. In this context: i Tripartite Agreement dated April 27, 2005 between us, the Registrar to the Issue and NSDL. And dated

December 2, 2010 (as extended vide a letter dated August 16, 2011), between us, the Registrar to the Issue and CDSL, respectively for offering depository option to the investors.

ii. An Applicant must have at least one beneficiary account with any of the Depository Participants (DPs) of NSDL or CDSL prior to making the Application.

iii. The Applicant must necessarily provide the DP ID and Client ID details in the Application Form. iv. NCDs Allotted to an Applicant in the electronic form will be credited directly to the Applicant’s respective

beneficiary account(s) with the DP. vi. Non-transferable Allotment Advice/ refund orders will be directly sent to the Applicant by the Registrar to

this Issue. ix. It may be noted that NCDs in electronic form can be traded only on the Stock Exchange having electronic

connectivity with NSDL or CDSL. The Stock Exchanges have connectivity with NSDL and CDSL. x. Interest or other benefits with respect to the NCDs held in dematerialized form would be paid to those

NCD Holders whose names appear on the list of beneficial owners given by the Depositories to us as on Record Date. In case of those NCDs for which the beneficial owner is not identified by the Depository as on the Record Date/ book closure date, we would keep in abeyance the payment of interest or other benefits, till such time that the beneficial owner is identified by the Depository and conveyed to us, whereupon

206

the interest or benefits will be paid to the beneficiaries, as identified, within a period of 30 days. xi. The trading of the NCDs on the floor of the Stock Exchanges shall be in dematerialized form only. Please also refer to “Instructions for filling up the Application Form - Applicant’s Depository Account and Bank Account Details” on page 187. Please note that the NCDs shall cease to trade from the Record Date (for payment of the principal amount and the applicable premium for such NCDs) prior to redemption of the NCDs. PLEASE NOTE THAT TRADING OF NCDs ON THE FLOOR OF THE STOCK EXCHANGES SHALL BE

IN DEMATERIALISED FORM ONLY IN MULTIPLE OF ONE NCD. Allottees will have the option to re-materialise the NCDs Allotted under the Issue as per the provisions of the Act and the Depositories Act.

Communications

• All future communications in connection with Applications made in this Issue should be addressed to the Registrar to the Issue quoting the full name of the sole or first Applicant, Application Form number, Applicant’s DP ID and Client ID, Applicant’s PAN, number of NCDs applied for, date of the Application Form, name and address of the Lead Manager, Lead Broker, sub-broker, Trading Member of the Stock Exchange or Designated Branch, as the case may be, where the Application was submitted, and cheque/ draft number and issuing bank thereof or with respect to ASBA Applications, ASBA Account number in which the amount equivalent to the Application Amount was blocked. All grievances relating to the ASBA process may be addressed to the Registrar to the Issue, with a copy to the relevant SCSB.

• Applicants may contact our Compliance Officer (and Company Secretary) or the Registrar to the Issue in case of any pre-Issue or post-Issue related problems such as non-receipt of Allotment Advice, refunds, interest on application money or credit of NCDs in the respective beneficiary accounts, as the case may be.

Nomination Facility

In accordance with Section 109A of the Companies Act, the NCD holder, may nominate any one person in whom, in the event of the death of Applicant the NCDs Allotted, if any, will vest. A nominee entitled to the NCDs by reason of the death of the original holder(s), will, in accordance with Section 109A of the Companies Act, be entitled to the same benefits to which he or she will be entitled if he or she were the registered holder of the NCDs. Where the nominee is a minor, the holder(s) may make a nomination to appoint, in the prescribed manner, any person to become entitled to NCDs in the event of the holder‘s death during minority. A nomination will stand rescinded on a sale/transfer/alienation of NCDs by the person nominating. A buyer will be entitled to make a fresh nomination in the manner prescribed. Fresh nomination can be made only on the prescribed form available on request at our Registered Office, Corporate Office or with the Registrar to the Issue. In accordance with Section 109B of the Companies Act, any person who becomes a nominee by virtue of Section 109A of the Companies Act, will on the production of such evidence as may be required by the Board, elect either:

− to register himself or herself as holder of NCDs; or

− to make such transfer of the NCDs, as the deceased holder could have made. Further, the Board may at any time give notice requiring any nominee to choose either to be registered himself or herself or to transfer the NCDs, and if the notice is not complied with within a period of 90 days, the Board may thereafter withhold payment of all dividend, bonuses or other monies payable in respect of the NCDs, until the requirements of the notice have been complied with. In case of Application for allotment of NCDs in dematerialised form, there is no need to make a separate nomination with our Company. Nominations registered with the respective Depository Participant of the Applicant will prevail. If

207

Applicants want to change their nomination, they are advised to inform their respective Depository Participant. Interest in case of Delay Our Company undertakes to pay interest, in connection with any delay in allotment, demat credit and refunds, beyond the time limit as may be prescribed under applicable statutory and/or regulatory requirements, at such rates as stipulated under such applicable statutory and/or regulatory requirements. Impersonation

As a matter of abundant caution, attention of the Investors is specifically drawn to the provisions of sub-section (1) of Section 68A of the Companies Act which is reproduced below: “Any person who makes in a fictitious name an application to a company for acquiring, or subscribing for, any shares therein, or otherwise induces a company to allot, or register any transfer of shares therein to him, or any other person in a fictitious name, shall be punishable with imprisonment for a term which may extend to five years”. Pre-closure

Our Company, in consultation with the Lead Managers reserves the right to close the Issue at any time prior to the Issue Closing Date, subject to receipt of minimum subscription for NCDs aggregating to 75% of the Base Issue. Our Company shall allot NCDs with respect to the Applications received at the time of such pre-closure in accordance with the Basis of Allotment as described hereinabove and subject to applicable statutory and/or regulatory requirements. Utilisation of Application Money The sum received in respect of the Issue will be kept in separate bank accounts and we will have access to such funds as per applicable provisions of law(s), regulations and approvals. Utilisation of Issue Proceeds a) All monies received pursuant to the Issue of NCDs to public shall be transferred to a separate bank

account other than the bank account referred to in sub-section (3) of section 73 of the Act. b) Details of all monies utilised out of Issue referred to in sub-item (a) shall be disclosed under an

appropriate separate head in our Balance Sheet indicating the purpose for which such monies had been utilised; and

c) Details of all unutilised monies out of issue of NCDs, if any, referred to in sub-item (a) shall be

disclosed under an appropriate separate head in our Balance Sheet indicating the form in which such unutilised monies have been invested.

d) We shall utilize the Issue proceeds only upon execution of the documents for creation of security as stated in

this Prospectus and on receipt of the minimum subscription of 75% of the Base Issue.

e) The Issue proceeds shall not be utilized towards full or part consideration for the purchase or any other acquisition, inter alia by way of a lease, of any immovable property.

Filing of the Prospectus with ROC

A copy of the Prospectus is being filed with the Registrar of Companies, N.C.T. of Delhi and Haryana, in terms of section 56 and section 60 of the Act.

Pre-Issue Advertisement

Our Company will issue a statutory advertisement on or before the Issue Opening Date. This advertisement will contain the information as prescribed under Debt Regulations. Material updates, if any, between the date of filing of

208

the Prospectus with ROC and the date of release of this statutory advertisement will be included in the statutory advertisement.

Listing

The NCDs offered through this Prospectus are proposed to be listed on the BSE and the NSE. Our Company has obtained an ‘in-principle’ approval for the Issue from the BSE vide their letter dated September 3, 2012 and from NSE vide their letter dated September 3, 2012. For the purposes of the Issue, BSE shall be the Designated Stock Exchange. If permissions to deal in and for an official quotation of our NCDs are not granted by the BSE and/or the NSE, our Company will forthwith repay, all moneys received from the Applicants in pursuance of this Prospectus, without interest. Our Company shall use best efforts to ensure that all steps for completion of the necessary formalities for commencement of trading at the Stock Exchange where the NCDs are proposed to be listed are taken within 12 Working Days from the Issue Closing Date. For the avoidance of doubt, it is hereby clarified that in the event of non subscription to any one or more of the Series, such Series(s) of NCDs shall not be listed.

209

SECTION VII : LEGAL AND OTHER INFORMATION

PENDING PROCEEDINGS AND STATUTORY DEFAULTS Save as disclosed herein below, there are no pending proceedings pertaining to:

a. matters likely to affect operation and finances of our Company including disputed tax liabilities of any nature; and

b. criminal prosecution launched against our Company and the Directors for alleged offences under the

enactments specified in Paragraph 1 of Part I of Schedule XIII to the Act. Disclosure Parameters

In relation to our Company, our Subsidiary and our Promoter: (i) we have individually summarised herein, where applicable, (a) all proceedings with SEBI/ RBI/ any Stock Exchange, (b) all tax related proceedings, (c) all criminal proceedings initiated against the Company, Subsidiary and Promoter, as applicable, and (d) all other proceedings, including criminal cases filed by the Company, Subsidiary and Promoter, above the of value `18 million, (“Threshold”). (ii) pending proceedings which do not fall in any of the categories as detailed in paragraph (i) above, have, where applicable, been disclosed herein in aggregate. In relation to our Directors we have individually reported herein, all proceedings which have been initiated by or against them. Save as detailed herein, there are no penalties that have been imposed on our Company, our Subsidiary and Promoter in the past.

Proceedings initiated against our Company

Criminal Proceedings 1. Mr. M. M. Sundram, (“Complainant”), has filed a complaint dated July 22, 2011, vide FIR No. CCB Cr. No.

81/11 u/s 120 (B), 409,468, 471 and 420 of the Indian Penal Code, 1860 against RSL, our Company and others before the Police Station City Crime Branch, Coimbatore. The Complainant has alleged that there were trades in his account to an extent of ` 315.33 million and that his shares and money were transferred by misusing the power of attorney. Further, the RBI vide its notice dated August 11, 2011 has directed our Company to take necessary steps to redress the complaint filed by the Complainant to the RBI vide its letter dated August 9, 2011, thereby requesting the RBI to initiate action against our Company. The matter is pending hearing and final disposal.

2. Mr. Vinod Kumar Agarwal, (“Complainant”), has filed a complaint dated 20th March 2012, before the police

at Capital police station, Bhubneshwar. The Complaint is in connection with the alleged trading in the name of the Complainant and his son, and an alleged associated loss of approximately `47.94 million. In this regard the said police station has registered a criminal case (No. 110/12 dated 29th March, 2012), under Sections 420, 409, 120B and 34 of Indian Penal Code, 1860 against our Company, Mr. Sunil Godhwani, Mr. Gagan Randev, Mr. Abhishek Mishra and others. The matter is currently pending final disposal.

3. This customer ‘IT Integrated Solution Private Limited’ had taken a SME loan from the Company. Due to his

non-payment, The Company has initiated legal proceedings under Sec 138 at XV ACMMBangalore. Customer had filed quashing petition before Karnataka High Court for quashing the 138 proceedings under the case no 993/2012. The matter is currently pending.

210

Tax Proceedings Assessment Year 2006-2007 1. The office of the Commissioner of Income Tax, V, New Delhi has filed an appeal before the Delhi High Court

against an order dated September 16, 2011, passed by the Income Tax Appellate Tribunal, New Delhi, upholding the order dated March 12, 2009, as passed by the Commissioner of Income Tax (Appeals) – XVIII, New Delhi, (“CIT(A)”). The CIT(A) by way of the said order allowed an appeal dated December 18, 2008 filed by our Company against an order dated November 10, 2008, (“Impugned Order”) passed by the Additional Commissioner of Income Tax, Range-15, New Delhi (“Assessing Officer”). The Assessing Officer had in the Impugned Order disallowed commission/ syndicate fee paid by our Company to related parties under Section 40A of the IT Act and made additions of ` 6.86 million while computing our Company’s total income for the assessment year 2006-07. The Assessing Officer assessed the total income of our Company at ` 175.68 million, and raised a tax demand of ` 30.08 million. These proceedings are pending final disposal.

Regulatory Proceedings

1. Our Company has received a letter dated February 25, 2009, from the SEBI seeking detailed reasons and

documents in respect of off-market trades between Ms. Sumati Sharma and our Company while trading in the scrip of Nu Tek India Limited. The letter has been duly replied to along with detailed reasoning and supporting documents.

2. The SEBI, through its letter dated February 15, 2008, has sought an explanation from our Company in respect

of a complaint received from M/s J. K. Agri Genetics Limited, alleging violation of SEBI (Prohibition of Insider Trading) Regulations, 1992. The letter has been duly replied to. Further, SEBI through its letter dated September 07, 2010 issued notice under adjudication proceedings to our Company for alleged violations of SEBI (SAST) Regulations, 1997 and SEBI (Prohibition of Insider Trading) Regulations, 1992. SEBI vide its letter dated November 16, 2010 provided our Company an opportunity of being heard. The hearing was duly attended by officials with the reply of notice dated September 07, 2010. SEBI vide its letter dated February 22, 2011 asked further information which was duly provided by our Company. Adjudication officer vide its order dated March 17, 2011, has levied a penalty of ` 0.10 million on our Company. Our Company paid the penalty without prejudice any right against the order of SEBI.

3. Four letters dated November 21, 2008, November 9, 2009, December 14, 2009 and September 17, 2010 have

been issued by Central Depositary Services (India) Limited advising our Company to report compliance with observations made during the course of inspections.

4. SEBI vide its letter dated October 27, 2009 has summoned our Company to produce documents as required in

relation to Kohinoor Foods Limited. Details required by SEBI were duly provided. SEBI again through its letter dated October 04, 2010, has summoned our Company to produce documents as required in relation to Kohinoor Foods Limited. The summons has been replied to vide a letter dated November 18, 2010 and there is no further correspondence in this regard.

5. Our Company has received various letters and communications from the RBI, enclosing letters and complaints

received from various customers of our Company. The nature of contents of these letters and complaints contain allegations which include charging of high interest rates; lack of transparency in the charging of interest rates; refusal to furnish statement of accounts in connection with the loan; harassment of the customer; violation of guidelines relating to collection of loans, directions laid down by the court and statutes; requesting for moratorium period in respect of loans availed by the customers; and requests for rescheduling and restructuring of loans. Our Company has replied to such letters and complaints received and has taken necessary corrective action where considered necessary. Our Company has not received any communication from the customers after replying to their complaints and letters.

6. Our Company had received a notice dated July 25, 2011 from SEBI regarding the trading in the scrip of GTL

Ltd, to provide the details of loan/finance, disbursed, date of disbursement, terms and conditions thereof. We had replied the same on August 11, 2011. Our Company had not received any further communication in this regard. There is no financial implication in this.

211

Civil and Other Miscellaneous Proceedings

1. In November 2010 our Company was named in certain media reports to have been allegedly connected and/or

involved in connection with investigations by the Central Bureau of Intelligence, India on certain banks and financial institutions. Our Company confirms that it has further not received any show cause or other notice, request for information, explanation or enquiry or other letters from any statutory and/or regulatory authorities in connection with the aforesaid allegations in media reports, nor is it subject to any threatened and/or pending legal proceedings in relation thereto.

2. Other than as disclosed, two (2) proceedings have been initiated against our Company before various courts/forum in India, in connection with various labor related disputes. There is no amount involved in these proceedings.These proceedings are pending hearing and final disposal.

3. Other than as disclosed, ten (10) proceedings have been initiated against our Company before various consumer courts/forum in India, in connection with consumer related disputes. The aggregate amount involved in these proceedings is ` 2824000. These proceedings are pending hearing and final disposal.

4. Other than as disclosed, eighty four (84) civil proceedings have been initiated against our Company before

various courts/forum in India. There is no amount involved in these proceedings. These proceedings are pending hearing and final disposal.

Proceedings initiated by our Company

Criminal and Allied Proceedings

1. Our Company has initiated proceedings vide a complaint filed before the XV, Additional Chief Metropolitan Magistrate, Bangalore, under Section 138 of the Negotiable Instruments Act, 1881, against MR. SUNNY GARG for dishonor of cheque. Further, our Company has referred the aforementioned proceedings for arbitration before the Sole Arbitrator, Mr. Nitin Chadha, with a claim amount of ` 69,593,986/-. The matter is pending hearing and final disposal.

2. Our Company has initiated proceedings vide a complaint filed before the XV, Additional Chief Metropolitan

Magistrate, Bangalore, under Section 138 of the Negotiable Instruments Act, 1881, against POLO MACHINERY PRIVATE LIMITED AND OTHERS for dishonor of cheque. Further, our Company has also initiated arbitral proceedings in this regard before the Sole Arbitrator, Mr. Nitin Chadha, for the recovery of a sum of ` 53,279,233/-.These proceedings are pending hearing and final disposal.

3. Our Company has initiated proceedings vide a complaint filed before the Additional Chief Metropolitan

Magistrate, Banaglore under Section 138 of the Negotiable Instruments Act, 1881, against Mr. ASHISH KOCHHAR for dishonor of cheque. Further, our Company has also initiated arbitral proceedings in this regard before the Sole Arbitrator, Mr. Nitin Chadha, for the recovery of a sum of ` 21,614,631/-. These proceedings are pending hearing and final disposal.


Magistrate, Bangalore, under Section 138 of the Negotiable Instruments Act, 1881, against M/s TALWALKARS FITNESS SOLUTIONS PRIVATE LIMITED for dishonor of cheque. Further, our Company has also initiated arbitral proceedings in this regard before the Sole Arbitrator, Mr. Nitin Chadha, for the recovery of a sum of ` 52,001,441/-. These proceedings are pending hearing and final disposal

5. Our Company has initiated proceedings vide a complaint filed before the Metropolitan Magistrate, Dwarka

Court, New Delhi, under Section 138 of the Negotiable Instruments Act, 1881, against Mr. ACHHAR SINGH PARMAR for dishonor of cheque. Further, our Company has also initiated arbitral proceedings in this regard before the Sole Arbitrator, Mr. Nitin Chadha, for the recovery of a sum of ` 32,064,153. These proceedings are pending hearing and final disposal.

212

6. Our Company has initiated proceedings vide a complaint filed before the Additional Chief Metropolitan Magistrate, Bangalore, under Section 138 of the Negotiable Instruments Act, 1881, against Mr. SHEKHAR SUMANT DADARKAR for dishonor of cheque. Further, our Company has also initiated arbitral proceedings in this regard before the Sole Arbitrator, Mr. Nitin Chadha, for the recovery of a sum of ` 25,759,026/-. These proceedings are pending hearing and final disposal.


Magistrate, Bangalore, under Section 138 of the Negotiable Instruments Act, 1881, against Mr. SANJEEV YADAV for dishonor of cheque. Further, our Company has also initiated arbitral proceedings in this regard before the Sole Arbitrator, Mr. Nitin Chadha, for the recovery of a sum of ` 38,154,728/-. These proceedings are pending hearing and final disposal.


Magistrate, Bangalore, under Section 138 of the Negotiable Instruments Act, 1881, against Mr. KESHAVDAYAL SITALDAS JADWANI for dishonor of cheque. Further, our Company has also initiated arbitral proceedings in this regard before the Sole Arbitrator, Mr. Nitin Chadha, for the recovery of a sum of ` 21,097,923/-. These proceedings are pending hearing and final disposal.


Magistrate, , Bangalore, -, under Section 138 of the Negotiable Instruments Act, 1881, against the concerned directors of M/s. VIGNESHWARA EXPORTS LIMITED for dishonor of cheque. Further, our Company has also initiated arbitral proceedings in this regard before the Sole Arbitrator, Mr. Nitin Chadha, for the recovery of a sum of ` 36,573,382/-. These proceedings are pending hearing and final disposal.


Magistrate, Bangalore, under Section 138 of the Negotiable Instruments Act, 1881, against the concerned directors of M/S. GIRDHARILAL AND SONS PETROCHEM PRIVATE LIMITED for dishonor of cheque. Further, our Company has also initiated arbitral proceedings in this regard before the Sole Arbitrator, Mr. Nitin Chadha, for the recovery of a sum of ` 44,595,995/-. These proceedings are pending hearing and final disposal.


Magistrate, Bangalore, under Section 138 of the Negotiable Instruments Act, 1881, against the concerned directors of Ms/. NISHWE SALES Private LIMITEDfor dishonor of cheque. Further, our Company has also initiated arbitral proceedings in this regard before the Sole Arbitrator, Mr. Nitin Chadha, for the recovery of a sum of ` 26,501,918/-. These proceedings are pending hearing and final disposal.

12. Our Company has initiated proceedings vide a complaint filed before Additional Chief Metropolitan

Magistrate, Bangalore, under Section 138 of the Negotiable Instruments Act, 1881, against the concerned directors of Ms/. SUMEET APPLIANCES PRIVATE LIMITED for dishonor of cheque. Further, our Company has also initiated arbitral proceedings in this regard before the Sole Arbitrator, Mr. Nitin Chadha, for the recovery of a sum of ` 19,998,822/-. These proceedings are pending hearing and final disposal.


Magistrate, Bangalore, under Section 138 of the Negotiable Instruments Act, 1881, against the concerned directors of M/s. BRILLIANT TUTORIALS PRIVATE LIMITED for dishonor of cheque. Further, our Company has also initiated arbitral proceedings in this regard before the Sole Arbitrator, Mr. Nitin Chadha, for the recovery of a sum of ` 76,610,080/-. These proceedings are pending hearing and final disposal.

14. Our Company has initiated proceedings vide a complaint filed before Additional Chief Metropolitan

Magistrate, Bangalore, under Section 138 of the Negotiable Instruments Act, 1881, against the concerned directors of M/s. COMPUTILITY INDIA PVT LTD for dishonor of cheque. Further, our Company has also initiated arbitral proceedings in this regard before the Sole Arbitrator, Mr. Nitin Chadha, for the recovery of a sum of ` 61,977,090/-. These proceedings are pending hearing and final disposal.


Magistrate, Bangalore, under Section 138 of the Negotiable Instruments Act, 1881, against Mr. RAM NIWAS GARG for dishonor of cheque. Further, our Company has also initiated arbitral proceedings in this regard

213

before the Sole Arbitrator, Mr. Nitin Chadha, for the recovery of a sum of ` 20,100,639/-. These proceedings are pending hearing and final disposal.


Magistrate, Bangalore, under Section 138 of the Negotiable Instruments Act, 1881, against Mr. PAWAN KATHURIA for dishonor of cheque. Further, our Company has also initiated arbitral proceedings in this regard before the Sole Arbitrator, Mr. Nitin Chadha, for the recovery of a sum of ` 19,566,970/-. These proceedings are pending hearing and final disposal.


Magistrate, Bangalore, under Section 138 of the Negotiable Instruments Act, 1881, against the concerned directors of M/s S. G. V. INDUSTRIES PRIVATE LIMITED for dishonor of cheque. Further, our Company has also initiated arbitral proceedings in this regard before the Sole Arbitrator, Mr. Nitin Chadha, for the recovery of a sum of ` 19,911,748/-. These proceedings are pending hearing and final disposal.


Magistrate, Bangalore, under Section 138 of the Negotiable Instruments Act, 1881, against the partner of M/s S. S. P DURAIRAJ for dishonor of cheque. Further, our Company has also initiated arbitral proceedings in this regard before the Sole Arbitrator, Mr. Nitin Chadha, for the recovery of a sum of ` 20,172,469/-. These proceedings are pending hearing and final disposal.


Magistrate, Bangalore, under Section 138 of the Negotiable Instruments Act, 1881, against the concerned directors of M/S SOLOMAN INDUSTRIES LTD for dishonor of cheque. Further, our Company has also initiated arbitral proceedings in this regard before the Sole Arbitrator, Mr. Nitin Chadha, for the recovery of a sum of ` 280,163,559/-. These proceedings are pending hearing and final disposal.


Magistrate,, Bangalore, under Section 138 of the Negotiable Instruments Act, 1881, against the concerned directors of M/s. SHREE PANCHGANGA AGRO IMPEX PRIVATE LIMITED, for dishonor of cheque. Further, our Company has also initiated arbitral proceedings in this regard before the Sole Arbitrator, Mr. Satish Kumar, for the recovery of a sum of ` 84,501,872/-. These proceedings are pending hearing and final disposal.

21. Our Company has initiated proceedings vide a complaint filed before the Additional Chief Metropolitan Magistrate, Bangalore, under Section 138 of the Negotiable Instruments Act, 1881, against the concerned directors of Ms/. SHREE PANCHGANGA AGRO IMPEX PRIVATE LIMITED, for dishonor of cheque. Further, our Company has also initiated arbitral proceedings in this regard before the Sole Arbitrator, Mr. Satish Kumar, for the recovery of a sum of `29,659,248/-. These proceedings are pending hearing and final disposal.


Magistrate, Bangalore, under Section 138 of the Negotiable Instruments Act, 1881, against the concerned directors of M/s. SHIBA SUD SHAW, for dishonor of cheque. Further, our Company has also initiated arbitral proceedings in this regard before the Sole Arbitrator, Mr. Nitin Chadha, for the recovery of a sum of `29413537.89/-.These proceedings are pending hearing and final disposal.


Magistrate, Bangalore, under Section 138 of the Negotiable Instruments Act, 1881, against the concerned Directors of M/s DELTA CONSTRUCTION SYSTEMS LIMITED, for dishonor of cheque. Further, our Company has also initiated arbitral proceedings in this regard before the Sole Arbitrator, Mr. Nitin Chadha, for the recovery of a sum of ` 19,433,097/-. These proceedings are pending hearing and final disposal


Magistrate, Bangalore, under Section 138 of the Negotiable Instruments Act, 1881, against the concerned directors of M/s AHLCON READY MIX CONCRETE PRIVATE LIMITED, for dishonor of cheque. Further,

214

our Company has also initiated arbitral proceedings in this regard before the Sole Arbitrator, Mr. Nitin Chadha, for the recovery of a sum of ` 4,66,22,111.99 /-. These proceedings are pending hearing and final disposal.


Magistrate, Bangalore, under Section 138 of the Negotiable Instruments Act, 1881, against the concerned directors of M/s SYAL AUTO CARRIERS PRIVATE LIMITED, for dishonor of cheque. Further, our Company has also initiated arbitral proceedings in this regard before the Sole Arbitrator, Mr. Nitin Chadha, for the recovery of a sum of ` 26,387,085/-. These proceedings are pending hearing and final disposal.


Magistrate, Bangalore, under Section 138 of the Negotiable Instruments Act, 1881, against Mr. NAWAZAHMED ZULFIKAR SHAIKH, for dishonor of cheque. Further, our Company has also initiated arbitral proceedings in this regard before the Sole Arbitrator, Mr. Nitin Chadha, for the recovery of a sum of ` 30,542,551/-. These proceedings are pending hearing and final disposal.


Magistrate, Bangalore, under Section 138 of the Negotiable Instruments Act, 1881, against M/S. SRI RAJESHWARI LORRY SERVICE PRIVATE LIMITED, for dishonor of cheque. Further, our Company has also initiated arbitral proceedings in this regard before the Sole Arbitrator, Mr. Nitin Chadha, for the recovery of a sum of ` 2,56,97,644 /-. These proceedings are pending hearing and final disposal.


Magistrate, Bangalore, under Section 138 of the Negotiable Instruments Act, 1881, against the concerned directors of M/s CARGOWINGS(MADRAS) PRIVATE LIMITED, for dishonor of cheque. Further, our Company has also initiated arbitral proceedings in this regard before the Sole Arbitrator, Mr. Nitin Chadha, for the recovery of a sum of ` 39,363,165/-. These proceedings are pending hearing and final disposal.

29. Our Company has initiated proceedings vide a complaint filed before the District Court, Dwarka, New Delhi,

under Section 138 of the Negotiable Instruments Act, 1881, against M/s. BROADBAND INDIA LIMITED and

others, in connection with the dishonor of cheque/s amounting to ` 110 million. The matter is pending hearing

and final disposal.


under Section 138 of the Negotiable Instruments Act, 1881, against M/S. EVERSIGHT TRADECOMM

PRIVATE LIMITED and others viz. Mr. Peeyush Jain, and Mr. Adish Jain, in connection with the dishonor of

cheque/s amounting to ` 105 million.. The matter is pending hearing and final disposal.


under Section 138 of the Negotiable Instruments Act, 1881, against Mr. SUDHIR JAIN, in connection with the

dishonor of cheque/s amounting to ` 105 million. The matter is pending hearing and final disposal.


under Section 138 of the Negotiable Instruments Act, 1881, against Mr. KALPESHBHAI VASUDEVBHAI

PADHYA, in connection with the dishonor of cheque/s amounting to ` 100 million. The matter is pending

hearing and final disposal.

33. Our Company has initiated proceedings vide a complaint filed before the District Court, Dwarka, New Delhi

under Section 138 of the Negotiable Instruments Act, 1881, M/s. ALOSHA VANIJYA PRIVATE LIMITED

and others viz. Mr. Ravi Shalkar Aggarwal and Mr. Rajendra Kumar Aggarwal, in connection with the

dishonor of cheque/s amounting to ` 90 million. The matter is pending hearing and final disposal.


under Section 138 of the Negotiable Instruments Act, 1881, against M/s. AVR OVERSEAS PRIVATE

215

LIMITED and others viz. Mr. Devender Aggarwal and Mr. Vipin Jain in connection with the dishonor of

cheque/s amounting to ` 50 million . The matter is pending hearing and final disposal.

35. Our Company has initiated proceedings vide a complaint filed before the District Court, Dwarka, New Delhi

under Section 138 of the Negotiable Instruments Act, 1881, against Mr. DIPAKKUMAR KANTIBHAI

PATEL, in connection with the dishonor of cheque/s amounting to ` 28,662,388/-. The matter is pending

hearing and final disposal.


under Section 138 of the Negotiable Instruments Act, 1881, M/s. BEEJAY INVEST & FINANCIAL

CONSULTANTS PRIVATE LIMITED and Others viz. Mr. Sudhir Jain and Ms. Rashmi Jain in connection

with the dishonor of cheque/s amounting to ` 20 million. The matter is pending hearing and final disposal.


under Section 138 of the Negotiable Instruments Act, 1881, against M/s. WILFUL FINANCE &

INVESTMENT COMPANY PRIVATE LIMITED and Others viz. Mr. Manohar Ram, Mr. B.D. Nailwal, Mr.

Pradeep Kumar and Mr. yashwant Rai in connection with the dishonor of cheque/s amounting to ` 20 million.

The matter is pending hearing and final disposal.

38. Other than as disclosed above, our Company has initiated 3140 Criminal proceedings against various parties,

before various courts in India. These proceedings relate to the recovery of dues in connection with loans

granted to the said parties. The aggregate amount claimed by us in connection with these proceedings is

approximately ` 2478.30 million. These proceedings are pending hearing and final disposal.

39. Our Company has initiated twenty three S.138 proceedings against various parties, before various

forums/courts in India. These proceedings relate to the recovery of dues in connection with loans granted to the

said parties and other matters. The aggregate amount claimed by us in connection with these proceedings is

approximately 50.8 million. These proceedings are pending hearing and final disposal”

Tax Proceedings

Assessment Year 2006-2007 1. Our Company has filed an appeal under Section 263 of the Income Tax Act, 1961 before the Income Tax

Appellate Tribunal, New Delhi against an order dated January 21, 2010, (“Impugned Order”), passed by the Commissioner of Income Tax, Delhi - V, seeking the aforesaid order to be quashed/reversed. The Commissioner of Income Tax, Delhi - V had in the Impugned Order held that an assessment order in connection with our Company was erroneous and prejudicial to the interest of revenue to the extent of expenditure of ` 16.46 million allowed to our Company, and that the relevant assessing officer should reconsider allowing such expenditure. The aforesaid appeal is pending hearing and final disposal.

2. Our Company has filed an appeal before the Commissioner of Income Tax (Appeals) - XVIII, New Delhi

against an assessment order passed by the Assistant Commissioner of Income Tax, (OSD), CIT - V, New Delhi, disallowing commission/syndicate fee paid by our Company to related parties under Section 40A of the IT Act and made additions of ` 82.12 million while computing our Company’s total income for the assessment year 2006-07. The said assessing officer assessed the total income of our Company at ` 189.23 million, and raised a tax demand of ` 4.76 million and initiated penalty proceedings under Section 271(1) (c) of the IT Act against our Company. Our Company has also filed a letter before the aforesaid assessing officer requesting to keep the penalty proceedings in abeyance till the disposal of appeal. The matter is pending hearing and final disposal.

216

Assessment Year 2007-2008


against an assessment order passed by the Additional Commissioner of Income Tax, Range - 15, New Delhi (“Assessing Officer”) whereby the Assessing Officer made additions on account of disallowance under Section 14A of the IT Act, non deduction of tax on processing fee, addition on account of deemed dividend, disallowance under Section 40A of the IT Act resulting in a total addition of ` 143.28 million while computing the our Company’s total income for the assessment year 2007-08. The Assessing Officer assessed the total income of our Company at ` 426.67 million, and raised a demand of ` 65.14 million and initiated penalty proceedings under Section 271(1) (c) of the IT Act against our Company. Our Company has also filed a letter before the Assessing Officer requesting to keep the penalty proceedings in abeyance till the disposal of appeal. The matter is pending hearing and final disposal.


against an assessment order passed by the Additional Commissioner of Income Tax, Range - 15, New Delhi (“Assessing Officer”), whereby the Assessing Officer made an addition under Section 115 WC of the IT Act of ` 0.10 million to the total taxable value of fringe benefit declared by our Company while computing the fringe benefit tax for the assessment year 2007-08. The Assessing Officer assessed the total taxable fringe benefit at ` 2.57 million and raised a tax demand of ` 0.03 million and initiated penalty proceedings under Section 271(1) (d) of the IT Act against our Company. Our Company has also filed a letter before the Assessing Officer requesting to keep the penalty proceedings in abeyance till the disposal of Appeal. The matter is pending hearing and final disposal.



against an assessment order passed by the Assistant Commissioner of Income Tax, (OSD) CIT - V, New Delhi, (“Assessing Officer”), whereby the Assessing Officer had made certain additions on account of stock appreciation right related expenses, non deduction of tax on processing fees, payment of rent and other charges to group companies, disallowance under Section 14A of the IT Act and restriction of depreciation claimed on UPS to 15% and resulting in a total addition of ` 21.29 million while computing our Company’s total income for the assessment year 2008-09. The Assessing Officer assessed the total income of our Company at ` 603.23 million, and raised a tax demand of ` 9.70 million and initiated penalty proceedings under Section 271(1) (c) of the IT Act against our Company. Our Company has also filed a letter before the Assessing Officer requesting to keep the penalty proceedings in abeyance till the disposal of the Appeal. The matter is pending hearing and final disposal.

2. Our Company has filed appeals before the Commissioner of Income Tax (Appeals) - XXX, New Delhi against

five demand notices issued by the income tax department for alleged defaults under the IT Act aggregating to ` 236,610. These demands were received on a quarterly basis for the said assessment year under section 201(1)/ 201(1A) of the IT Act on account of alleged short deduction of tax at source (TDS) and /or TDS deducted but not paid by our Company. These demands are primarily on account of mismatch in the online database of tax department with returns/ challans filed by our Company. The matter is pending hearing and final disposal.

Assessment Year 2009-2010 1. Our Company has filed an appeal before the Commissioner of Income Tax, (Appeals) – XVIII, New Delhi,

against an assessment order passed by the Deputy Commissioner of Income Tax, Circle 15(1), New Delhi, (“Assessing Officer”), which order was in connection with the computation of taxable income for the assessment year 2009-10, an associated claim for a penalty under Section 271(1)(c) of the IT Act, and a tax demand of ` 53.20 million. These proceedings are pending hearing and final disposal.

2. Our Company received demands on a quarterly basis for the said assessment year under Sections 201(1)/

201(1A) of the IT Act wherein demands have been raised on account of short deduction of tax at source, (“TDS”), and/or TDS deducted but not paid by our Company. These demands are primarily on account of mismatch in the online database of the tax department with returns/ challans filed by our Company. For the said year, our Company has received four demand notices for default aggregating to ` 1.58 million. Appeals

217

have been filed by our Company against the said notices before the Commissioner of Income Tax (Appeals) - XXX, New Delhi. These proceedings are pending hearing and final disposal.

Civil and Arbitral Proceedings

1. Our Company has initiated arbitral proceedings against Mr. RAJESH BALI before the Sole Arbitrator, Mr. Nitin Chadha, in connection inter alia with the recovery of outstanding dues. The amount involved in these proceedings is ` 24,505,015/-. The matter is pending hearing and final disposal.

2. Our Company has initiated arbitral proceedings against Mr. SANCHIT MEHRA before the Sole Arbitrator,

Mr. Nitin Chadha, for the recovery of a sum of ` 25,333,123/- in connection inter alia with the recovery of outstanding dues. The matter is pending hearing and final disposal.

3. Our Company has initiated arbitral proceedings against Mr. R RAVI, before the Sole Arbitrator, Mr. Nitin

Chadha, in connection with the default in repayment of a loan. The amount involved in these proceedings is ` 54,390,511/-. The matter is pending hearing and final disposal.

4. Our Company has initiated arbitral proceedings against Mr. KORAMANGALACHINNASWAMY REDDY

VIJAYAKUMAR, before the Sole Arbitrator, Mr. Nitin Chadha, in connection with the default in repayment of a loan. The amount involved in these proceedings is ` 150,345,862/-. The matter is pending hearing and final disposal.

5. Our Company has initiated arbitral proceedings against M/s. RANKA WELD PRODUCTS PRIVATE

LIMITED, before the Sole Arbitrator, Mr. Nitin Chadha, in connection with the default in repayment of a loan. The amount involved in these proceedings is ` 3,80,55,205/-. The matter is pending hearing and final disposal.

6. Our Company has initiated arbitral proceedings against Mr. RAMESH KUMAR, before the Sole Arbitrator,

Mr. Nitin Chadha, in connection with the default in repayment of a loan. The amount involved in these proceedings is ` 23,660,253/-. The matter is pending hearing and final disposal.

7. Our Company has initiated arbitral proceedings against Mr. KUMARAVEL V, before the Sole Arbitrator, Mr.

Nitin Chadha, in connection with the default in repayment of a loan. The amount involved in these proceedings is ` 53,757,615/-. The matter is pending hearing and final disposal.

8. Our Company has initiated arbitral proceedings against Mr. RAMESH KUMAR, before the Sole Arbitrator,


9. Our Company has initiated arbitral proceedings against Mr. UMA L RAJU, before the Sole Arbitrator, Mr.

Nitin Chadha, in connection with the default in repayment of a loan. The amount involved in these proceedings is ` 40,836,500/-. The matter is pending hearing and final disposal.

10. Our Company has initiated arbitral proceedings against Mr. THUMU ANIL SUNDER, before the Sole

Arbitrator, Mr. Nitin Chadha, in connection with the default in repayment of a loan. The amount involved in these proceedings is ` 37,647,039/-. The matter is pending hearing and final disposal.

11. Our Company has initiated arbitral proceedings against Ms/. SHREE BHAWANI PAPER MILLS LIMITED,

before the Sole Arbitrator, Mr. Nitin Chadha, in connection with the default in repayment of a loan. The amount involved in these proceedings is ` 38,883,775/-. The matter is pending hearing and final disposal.

12. Our Company has initiated arbitral proceedings against Ms/. SHREE BHAWANI PAPER MILLS LIMITED,

before the Sole Arbitrator, Mr. Nitin Chadha, in connection with the default in repayment of a loan. The amount involved in these proceedings is ` 33,415,947/-. The matter is pending hearing and final disposal.

13. Our Company has initiated arbitral proceedings against Mr. ALANKAR TANDON, before the Sole Arbitrator,


218

14. Our Company has initiated arbitral proceedings against Mr MADHAV BUCHI PRAKASH before the Sole

Arbitrator, Mr. Nitin Chadha, for the recovery of a sum of ` 25,775,506/-. These proceedings are pending hearing and final disposal.

15. Our Company has initiated arbitral proceedings against M/S SWATHI LANDMARK PROPERTIES

PRIVATE LIMITED before the Sole Arbitrator, Mr Nitin Chaddha, in connection inter alia with the recovery of outstanding dues amounting to of ` 111,492,133/-. These proceedings are pending hearing and final disposal.

16. Our Company has initiated arbitral proceedings against M/S KEERTHI LANDMARK PROPERTIES

PRIVATE LIMITED before the Sole Arbitrator, Mr Nitin Chaddha, in connection inter alia with the recovery of outstanding dues amounting to ` 92,268,466/-. These proceedings are pending hearing and final disposal

17. Our Company has initiated arbitral proceedings against M/S PMR PROPERTIES PRIVATE LIMITED before

the Sole Arbitrator, Mr Nitin Chaddha, in connection inter alia with the recovery of outstanding dues amounting to ` 120,455,836/-. These proceedings are pending hearing and final disposal.

18. Our Company has initiated arbitral proceedings against Mr Sunil D Gulati before the Sole Arbitrator, Mr Nitin

Chaddha, in connection inter alia with the recovery of outstanding dues amounting to ` 28,878,504.23/-. These proceedings are pending hearing and final disposal

19. Our Company has initiated arbitral proceedings against Mr Ravinder Pal Kapoor before the Sole Arbitrator, Mr

Nitin Chaddha, in connection inter alia with the recovery of outstanding dues amounting to ` 19,855,167.65/-. These proceedings are pending hearing and final disposal

20. Other than as disclosed above, our Company has initiated six arbitral proceedings against various parties, before the Sole Arbitrator, Mr. Rakesh Mukhija, all of which relate to the recovery of dues in connection with loans granted to these parties. The aggregate amount claimed by us in connection with these proceedings is approximately ` 16.77 million. These proceedings are pending hearing and final disposal.

21. Other than as disclosed above, our Company has initiated 1671 civil proceedings against various parties, before various forums/courts in India. These proceedings relate to the recovery of dues in connection with loans granted to the said parties. The aggregate amount claimed by us in connection with these proceedings is approximately ` 2789.74 million. These proceedings are pending hearing and final disposal.

Proceedings initiated against our Subsidiary Criminal Proceedings There are no criminal proceedings. Tax Proceedings . Assessment Year 2009-2010

1. The Income Tax Officer, Company Ward 15(3), New Delhi (“Assessing Officer”) by way of an assessment order

disallowed certain deductions on account of method adopted for computing deduction under Section 36(1)(viii) of the IT Act, disallowance of interest accrued on NPA not provided, delay in deposit of ESI and PF, disallowance of bad debts written off, disallowance of advances written off, disallowance of electricity expenses etc while computing the total taxable income of RHDFC for the assessment year 2009-10. The Assessing Officer assessed the total income of RHDFCL at ` 5.26 million, and raised a tax demand of `1.94 million and initiated penalty proceedings under Section 271(1) (c) of the IT Act. RHDFC has filed an appeal before the Commissioner of Income Tax (Appeals)-XVIII, New Delhi (“CIT(A)”) against the said assessment order. RHDFC has also filed a letter before the Assessing Officer requesting to keep the penalty proceedings in abeyance till the disposal of appeal. The matter is currently pending.

219


1. The Income Tax Officer, Company Ward 6(3), New Delhi (“Assessing Officer”) by way of an assessment order disallowed certain deductions on account of disallowance of excess depreciation on building, method adopted for computing deduction under Section 36(1) (viii) of the IT Act, disallowance of interest accrued on NPA not provided while computing the total taxable income of our Subsidiary for the assessment year 2008-09. The Assessing Officer assessed the total income of our Subsidiary at ` 1.42 million, and raised a tax demand of ` 0.26 million and initiated penalty proceedings under Section 271(1) (c) of the IT Act. Our Subsidiary had initiated an appeal before the Commissioner of Income Tax (Appeals) - IX, New Delhi, against the said assessment order. In light of the said appeal, an order dated April 27, 2012, was passed, inter alia upholding a disallowance made by the Assessing Officer in respect of the computation of taxable income for the assessment year 2008-09. Our Subsidiary has appealed this order before the Income Tax Appellate Tribunal Delhi Bench ‘F’. The amount involved in these proceedings is ` 0.15million, and these proceedings are pending hearing and final disposal.


1. The Income Tax Officer, Company Ward 6(3), New Delhi (“Assessing Officer”), by way of an assessment order

made additions relating to the method adopted by the Company for claiming deduction under Section 36(1)(viii) of the IT Act and on account of interest accrued on NPAs not provided while computing the total taxable income of our Subsidiary for assessment year 2005-06. The Assessing Officer assessed the total income of our Subsidiary at ` 0.64 million and raised a tax demand of ` 0.22 million. our Subsidiary filed an appeal before the Commissioner of Income Tax (Appeals), New Delhi (“CIT(A)”) against the said assessment order and pursuant to the dismissal of the appeal by the CIT(A), our Subsidiary filed an appeal before the Income Tax Appellate Tribunal Delhi Bench ‘E’ (“ITAT”) against the order of the CIT (A). The ITAT vide its order dismissed our Subsidiary’s appeal. Further, our Subsidiary has filed an appeal before the High Court of Delhi which has been admitted. The matter is pending hearing and final disposal.


1. The Income Tax Officer, Company Ward 6(3), New Delhi (“Assessing Officer”), by way of an assessment order

made additions relating to the method adopted by the Company for claiming deduction under Section 36(1)(viii) of the IT Act and on account of interest accrued on NPAs not provided while computing the total taxable income of our Subsidiary for the assessment year 2004-05. The Assessing Officer assessed the total income of our Subsidiary at ` 5.98 million and raised a tax demand of ` 1.42 million. Further, our Subsidiary filed an appeal before the Commissioner of Income Tax (Appeals), New Delhi (“CIT(A)”) against the said assessment order and pursuant to the dismissal of the appeal by the CIT(A). Our Subsidiary filed an appeal before the Income Tax Appellate Tribunal Delhi Bench ‘E’ (“ITAT”) against the order of the CIT (A). The ITAT vide its order dismissed our Subsidiary’s appeal. The Delhi High Court vide it’s order dated April 8, 2010 has upheld the decision of the ITAT upholding the addition made by the Assessing Officer on account of interest accrued on NPAs not provided. However, the High Court has admitted the appeal filed by our Subsidiary against the decision of the ITAT upholding the addition made by the Assessing Officer relating to the method of computation adopted for claiming deduction u/s 36(1)(viii) of the IT Act. The matter is pending hearing and final disposal.


1. The Income Tax Officer, Company Ward 6(3), New Delhi, (“Assessing Officer”), by way of an assessment order

made additions relating to the method adopted by the Company for claiming deduction under Section 36(1)(viii) of the IT Act and account of interest accrued on NPAs not provided while computing the total taxable income of our Subsidiary for the assessment year 2003-04. The Assessing Officer assessed the total income of our Subsidiary at ` 31.45 million and raised a tax demand of ` 5.5 million. Our Subsidiary had filed an appeal before the Deputy Commissioner of Income Tax (Appeals), Circle 6(1) New Delhi, (“CIT(A)”), against the said assessment order and pursuant to dismissal of the appeal by CIT(A). Further, our Subsidiary filed an appeal before the Income Tax Appellate Tribunal Delhi Bench ‘E’, (“ITAT”), against the order of the CIT (A). The ITAT vide its order dismissed our Subsidiary’s appeal. The Delhi High Court vide it’s order dated April 8, 2010 has upheld the decision of the ITAT upholding the addition made by the Assessing Officer on account of interest accrued on NPAs not provided. However, the High Court has admitted the appeal filed by our Subsidiary against the decision

220

of the ITAT upholding the addition made by the Assessing Officer relating to the method of computation adopted for claiming deduction u/s 36(1)(viii) of the Act. The matter is pending hearing and final disposal.


1. The Deputy Commissioner of Income Tax, Circle 6(1), New Delhi (“Assessing Officer”), by way of an

assessment order made additions relating to the method adopted by the Company for claiming deduction under Section 36(1)(viii) of the IT Act, interest accrued on NPAs not provided non deduction of tax on foreign payments and capital gains declared suo moto while computing the total taxable income of our Subsidiary for the assessment year 2001-02. Accordingly, the Assessing Officer assessed the total income of our Subsidiary at ` 24.11 million. The Deputy Commissioner of Income Tax, Circle 6(1) passed a penalty order and raised a penalty demand of ` 4.2 million. Our Subsidiary had filed an appeal before the Assistant Commissioner of Income Tax (Appeals), Circle 6(1) New Delhi (“CIT(A)”) against the said assessment order wherein the CIT(A) and pursuant to its dismissal, our Subsidiary filed an appeal before the Income Tax Appellate Tribunal Delhi Bench ‘D’ (“ITAT”) against the order of the CIT (A), and against the penalty order. The ITAT vide its order dismissed our Subsidiary’s appeal against the CIT(A)’s order and allowed the appeal against the penalty order. The Delhi High Court vide it’s order dated April 8, 2010 has upheld the decision of the ITAT upholding the addition made by the Assessing Officer on account of interest accrued on NPAs not provided. However, the High Court has admitted the appeal filed by our Subsidiary against the decision of the ITAT upholding the addition made by the Assessing Officer relating to the method of computation adopted for claiming deduction u/s 36(1)(viii) of the IT Act. The matter is pending hearing and final disposal.

Proceedings initiated against our Subsidiary: 1. Other than as disclosed, seven (7) proceedings have been initiated against our Subsidiary before various

consumer courts/forum in India, in connection with consumer related disputes. The aggregate amount involved in these proceedings is ` 6,53,067. These proceedings are pending hearing and final disposal.

2. Other than as disclosed, one (1) civil proceeding has been initiated against our Subsidiary. The amount

involved in this proceeding is ` 15,00,000. It is pending hearing and final disposal.

3. Four (4) matters are pending before the Debt Recovery Tribunal against our Subsidiary. However, no monetary claim is involved in these proceedings.

Proceedings initiated by our Subsidiary Criminal and Allied Proceedings 1. Our Subsidiary has initiated proceedings vide a complaint filed before the Additional Chief Metropolitan

Magistrate, Bangalore, under Section 138 of the Negotiable Instruments Act, 1881, against the concerned directors of M/s. SHREE PANCHGANGA AGRO IMPEX PRIVATE LIMITED for dishonor of cheque. Further, our Subsidiary has also initiated arbitral proceedings in this regard before the Sole Arbitrator, Mr. Satish Kumar, for the recovery of a sum of ` 85.06 million. These proceedings are pending hearing and final disposal.

2. Our Subsidiary has initiated proceedings vide a complaint filed before the Additional Chief Metropolitan Magistrate, Bangalore, under Section 138 of the Negotiable Instruments Act, 1881, against the concerned directors of M/s. CITY PULSE MEDIA INDIA LIMITED for dishonor of cheque. Further, our Subsidiary has also initiated arbitral proceedings in this regard before the Sole Arbitrator, Mr. Nitin Chadha, for the recovery of a sum of ` 29,274,928/-. These proceedings are pending hearing and final disposal.

3. Our Subsidiary has initiated arbitral proceedings against Mr Parmeet Singh before the Sole Arbitrator, Mr Nitin Chaddha, in connection inter alia with the recovery of outstanding dues amounting to 34933857.98/-. These proceedings are pending hearing and final disposal

221

4. Other than as disclosed above, our Company has initiated 69 Criminal proceedings against various parties, before various courts in India. These proceedings relate to the recovery of dues in connection with loans granted to the said parties. The aggregate amount claimed by us in connection with these proceedings is approximately ` 379.1 Lac. These proceedings are pending hearing and final disposal

Civil and Miscellaneous Proceedings

Our Subsidiary has initiated 91 civil and arbitral proceedings, (including proceedings initiated pursuant to the Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002), against various parties, before various forums/courts in India. These proceedings relate to the recovery of dues in connection with loans granted to the said parties. The aggregate amount claimed by our Subsidiary in connection with these proceedings is approximately ` 1172.71 Lac. These proceedings are pending hearing and final disposal. Proceedings initiated by and against our Promoter Tax Proceedings 1. The Deputy Commissioner of Income Tax, Circle 15(1), New Delhi, (“Assessing Officer”), while assessing our

Promoters income for the assessment year 2009-10, raised a tax demand of ` 21.82 million, and initiated associated penalty proceedings under Section 271(1)(c) of the IT Act. Our Promoter has, in this regard, filed an appeal before the Commissioner of Income Tax (Appeals) – XVIII, New Delhi, and has also requested the Assessing Officer to keep the said penalty proceedings in abeyance till the disposal of the said appeal. These proceedings are pending hearing and final disposal.

2. The Additional Commissioner of Income Tax, Range - 6, Mohali, (“Assessing Officer”), by way of an assessment order has made certain additions on account of Initial Public Offer expenses and expenses allocated to subsidiaries resulting in a reduction in losses to be carried forward by our Promoter for the assessment year 2008-09 by ` 1.48 million. The Assessing Officer assessed the total loss of our Promoter at ` 2.16 million, and initiated penalty proceedings under Section 271(1) (c) of the IT Act against our Promoter. Further, our Promoter has filed an appeal before the Commissioner of Income Tax (Appeals), Chandigarh. REL has also filed a letter before the Assessing Officer requesting to keep the penalty proceedings in abeyance till the disposal of Appeal. The matter is pending hearing and final disposal.

3. The Additional Commissioner of Income Tax, Range - 6, Mohali, (“Assessing Officer”), by way of an

assessment order has made an addition under Section 115WC of the IT Act of ` 0.05 million to the total taxable value of fringe benefit declared by our Promoter while computing the fringe benefit tax for the assessment year 2008-09. The Assessing Officer assessed the total taxable fringe benefit at ` 2.94 million and raised a tax demand of ` 0.017 million and initiated penalty proceedings under Section 271(1)(d) of the IT Act against our Promoter. Further, has filed an appeal before the Commissioner of Income Tax (Appeals), Chandigarh. Our Promoter has also filed a letter before the Assessing Officer requesting to keep the penalty proceedings in abeyance till the disposal of Appeal. The matter is pending hearing and final disposal.

4. Our Promoter has received orders dated March 30, 2011 passed by Income-tax Officer, TDS Ward 51 (2) u/s

201(1)/201(1A) of the IT Act for financial years 2007-08 and 2008-09, wherein demand amounting to ` 136,170 and ` 133,960 respectively was raised on our Promoter on account of TDS not deducted/TDS deducted but not paid by our Promoter. The said demand was primarily on account of mismatch in the online database of tax department with the returns/challans filed by the Company. Our Promoter has preferred an appeal against the same to Commissioner of Income Tax (Appeals). The matter is pending hearing and final disposal.

5. A Show Cause Notice dated April 1, 2011, has been issued by the Commissioner of Service Tax, New Delhi, on

our Promoter, which raises a demand of ` 3.26 million inter alia in connection with the alleged non payment of service tax.

6. A Show Cause Notice dated October 17, 2010, raising a demand of ` 1.1 million, has been issued by the Commissioner of Service Tax, New Delhi, on our Promoter, in connection with the alleged non payment of service tax on certain expenses.

222

Regulatory Proceedings 1. REL had acquired stakes in Northgate Capital LLC, USA and Northgate Capital LP, USA (“Northgate”) in

December 2010 and Landmark Partners LLC (“Landmark”) in April 2011, the acquisition cost of which was partly funded by the promoters and partly by overseas bank loans. Based on legal advice, REL provided personal guarantees for acquisition funding of Landmark and Northgate without any specific approval from RBI. Subsequently, RBI took the view that issue of these guarantees required RBI approval and in view thereof, REL is in the process of filing for compounding application after obtaining the requisite approvals from the relevant departments of RBI. The compounded amount is subject to the discretion of RBI and it is not possible to quantify the same.

Criminal Proceedings

2. 1. Notices under section 41 of Criminal Procedure Code, 1973 were received on August 24, 2012 from Police Post, Nehru Place under Police Station Kalkaji, New Delhi in the name of Mr. Sunil Godhwani as CEO, Managing Director of Religare Enterprises Limited, Mr. Anil Saxena as Group CEO, Religare Enterprises Limited and Mr. Ashu Madan as National Head Retail Equity, Religare Enterprises Limited requiring us to submit certain documents and join the enquiry in a complaint filed by Mr. Bhirender Singh Chowdhary, Director of RSC Corporate.

Proceedings initiated by and against our Directors

Criminal and Allied Proceedings

1. Mr. Niketu Shah had filed an arbitration claim after having first reported his grievances to the stock exchange

investor grievances cell. Aggrieved by the award of the sole arbitrator in this regard, Mr.Shah initiated civil proceedings (Civil Miscellaneous Application), under Section 34 of Arbitration and Conciliation Act, 1996, which is pending. Subsequently Mr. Shah filed a complaint before the police at Ahmadabad against Mr. Dipak Juneja, Mr. Anil Saxena, (a director of our Company), Mr. Shachindra Nath, (also a director of our Company), Mr. G. P. S. Bhalla, Mr. Rama Krishna Shetty, Dr. Sunita Naidoo, Mr. J. W. Ballani, Mr. Padam Narain Bahl, (also a director of our Company), Mr. Deepak R Sabnani, Mr. Harpal Singh, Mr. Shivinder Mohan Singh, Mr. Malvinder Mohan Singh, Mr. Sunil Godhwani Mr. Sandip Juneja, Mr. Anup Shah, Mr. Amendra Sinha and Mr. Amit Agarwal. Pursuant to the said police complaint, a notice dated September 21, 2009, was received whereby the above mentioned persons were required to provide certain documents/information. RSL’s officers joined the investigation and informed the police that this was a motivated and false criminal complaint. Thereafter no further communication has been received from police authorities. The matter is pending hearing and final disposal.

2. Mr. Ummed Jain has filed a complaint before police station Vidhayak Puri, Jaipur, against Ms. Puja Chaudhary,

Mr. Gagan Randev, Mr. Ashu Madan, Mr. Vivek Agarwal, Mr. Rajiv Bindlesh, Mr. Sunil Godhwani and Mr. Sunil Garg, (a director of our Company). A notice has been received under Section 91 of the Criminal Procedure Code, 1973, from the police, directing that certain documents and information be produced. The matter is pending hearing and final disposal.

3. Mr. Satish Kaushal, has filed a complaint dated April 21, 2012, before the police at Noida Sector-20 police

station, Gautam Buddha Nagar, Uttar Pradesh. The said complaint is in connection with the alleged transfer of certain equity shares and an alleged associated loss of approximately ` 8 million. In this regard the said police station has registered a criminal case (No. 320/12 dated 27th April, 2012), under Sections 409, 420, 467, 468,471, 120B and 34 of the Indian Penal Code, 1860, against Mr. Sunil Godhwani, Mr. Anil Saxena, (a director of our Company), Mr. Gagan Randev, Mr. Vivek Agarwal, Mr. Rajesh Doshi, Mr. Sandeep Juneja, Mr. Divya Mehra, Ms. Amarjot Kaur, Ms. Aarti Shroff and Mr. Shalabh Goel. The matter is pending final disposal.

4. Mr. Nitin Singhal, has filed a complaint dated April 21, 2012, before the police at Noida Sector-20 police station, Gautam Buddha Nagar, Uttar Pradesh. The Complaint is in connection with the alleged transfer of certain equity shares and an alleged associated loss of approximately ` 8.52 million. In this regard the said police station has registered a criminal case (No. 325 /12 dated 28thApril, 2012), under Sections 409, 420, 467, 468,471, 120B, 201 and 34 of the Indian Penal Code, 1860, against Mr. Sunil Godhwani, Mr. Anil Saxena, (a

223

director of our Company), Mr. Gagan Randev, Mr. Vivek Agarwal, Mr. Rajesh Doshi, Mr. Sandeep Juneja, Mr. Divya Mehra, Ms. Amarjot Kaur, Ms. Aarti Shroff and Mr. Shalabh Goel. The matter is pending final disposal.

5. Mr. Joseph John has filed a complaint, (No. CC/16/2012), before Judicial Magistrate NO III, Salem, against Mr

Sunil Godhwani, Mr Sachindra Nath, (director of our Company), Mr Anil Saxena, (also a director of our Company), Mr Ravi Mehrotra and Mr Natarajan under Section 200 of the Criminal Procedure Code, 1973, inter alia in connection with certain allegations pertaining to the encashment of cheque/s. There are pending monetary claims for an amount of ` 2,45,000/- in this matter. The matter is pending final disposal.

6. Mr. Jupudi Subba Rao who was BDR of RSL has filed a criminal complaint before the Hon’ble IX Additional

Chief Metropolitan Magistrate at Hyderabad against Religare Securities Limited represented by its Director Mr. Anil Saxena, Mr. S. Madhusudhana Rao, Mr. Aditya Tantia under section 403, 405, 420, 477 r/w 34 of IPC alleging that his commission has been unlawfully withheld by RSL and has claimed an amount of ` 260309.33. Pursuant to the directions from the court the police authorities of Narayanguda Police station registered an FIR bearing number 339/ 2009. RSL received notice dated 17.04.2012 from Police Station, Narayanguda asking RSL to join investigation. The matter is currently pending.

Regulatory Proceedings A letter was received from Registrar of Companies, (Delhi), (“RoC”), dated August 14, 2009, under cover of which a copy of a complaint addressed by RSC Corporate Private Limited, a client of RSL was enclosed. The complaint is inter-alia in connection with certain securities trading related disputes, which allegedly involve Mr. Sunil Godhwani and Mr. Anil Saxena, (a director of our Company).The complaint was responded to and thereafter, no further communications have been received in this regard. No monetary claims have been raised in this regard. The matter is pending hearing and final disposal. As on the date of this Prospectus, there are no defaults in meeting statutory dues, institutional dues, and towards holders of instrument like debentures, fixed deposits and arrears on cumulative preference shares by our Company, our Subsidiary or by public companies promoted by our Promoter and listed on stock exchange. Notably, there are no public companies which have been promoted by our Promoter and are listed on any stock exchange/s.

224

OTHER REGULATORY AND STATUTORY DISCLOSURES

Authority for the Issue

At the meeting of the Board of Directors of our Company, held on July 31, 2012, the Directors approved the issue of NCDs to the public upto an amount not exceeding ` 5,000 million in one or more tranches. This Issue is being made pursuant to the above mentioned resolution passed by the Board of Directors of our Company.

Prohibition by SEBI Our Company and/or our Promoter have not been restrained, prohibited or debarred by SEBI from accessing the securities market or dealing in securities and no such order or direction is in force.

Disclaimer Clause of the BSE

BSE LIMITED (“THE EXCHANGE”) HAS GIVEN VIDE ITS LETTER DATED SEPTEMBER 3, 2012

PERMISSION TO THIS COMPANY TO USE THE EXCHANGE'S NAME IN THIS OFFER DOCUMENT

AS ONE OF THE STOCK EXCHANGES ON WHICH THIS COMPANY'S SECURITIES ARE PROPOSED

TO BE LISTED. THE EXCHANGE HAS SCRUTINISED THIS OFFER DOCUMENT FOR ITS LIMITED

INTERNAL PURPOSE OF DECIDING ON THE MATTER OF GRANTING THE AFORESAID

PERMISSION TO THIS COMPANY. THE EXCHANGE DOES NOT IN ANY MANNER: -

i) WARRANT, CERTIFY OR ENDORSE THE CORRECTNESS OR COMPLETENESS OF ANY OF

THE CONTENTS OF THIS OFFER DOCUMENT; OR

ii) WARRANT THAT THIS COMPANY’S SECURITIES WILL BE LISTED OR WILL CONTINUE

TO BE LISTED ON THE EXCHANGE; OR

iii) TAKE ANY RESPONSIBILITY FOR THE FINANCIAL OR OTHER SOUNDNESS OF THIS

COMPANY, ITS PROMOTERS, ITS MANAGEMENT OR ANY SCHEME OR PROJECT OF THIS

COMPANY;

AND IT SHOULD NOT FOR ANY REASON BE DEEMED OR CONSTRUED THAT THIS OFFER

DOCUMENT HAS BEEN CLEARED OR APPROVED BY THE EXCHANGE. EVERY PERSON WHO

DESIRES TO APPLY FOR OR OTHERWISE ACQUIRES ANY SECURITIES OF THIS COMPANY MAY

DO SO PURSUANT TO INDEPENDENT INQUIRY, INVESTIGATION AND ANALYSIS AND SHALL NOT

HAVE ANY CLAIM AGAINST THE EXCHANGE WHATSOEVER BY REASON OF ANY LOSS WHICH

MAY BE SUFFERED BY SUCH PERSON CONSEQUENT TO OR IN CONNECTION WITH SUCH

SUBSCRIPTION / ACQUISITION WHETHER BY REASON OF ANYTHING STATED OR OMITTED TO

BE STATED HEREIN OR FOR ANY OTHER REASON WHATSOEVER. Disclaimer Clause of the NSE

AS REQUIRED, A COPY OF THIS OFFER DOCUMENT HAS BEEN SUBMITTED TO NATIONAL

STOCK EXCHANGE OF INDIA LIMITED (HEREINAFTER REFERRED TO AS NSE). NSE HAS GIVEN

VIDE ITS LETTER REF.:NSE/LIST/179980-6 DATED SEPTEMBER 03, 2012 PERMISSION TO THE

ISSUER TO USE THE EXCHANGE’S NAME IN THIS OFFER DOCUMENT AS ONE OF THE STOCK

EXCHANGES ON WHICH THIS ISSUER’S SECURITIES ARE PROPOSED TO BE LISTED. THE

EXCHANGE HAS SCRUTINIZED THIS DRAFT OFFER DOCUMENT FOR ITS LIMITED INTERNAL

PURPOSE OF DECIDING ON THE MATTER OF GRANTING THE AFORESAID PERMISSION TO THIS

ISSUER. IT IS TO BE DISTINCTLY UNDERSTOOD THAT THE AFORESAID PERMISSION GIVEN BY

NSE SHOULD NOT IN ANY WAY BE DEEMED OR CONSTRUED THAT THE OFFER DOCUMENT HAS

BEEN CLEARED OR APPROVED BY NSE; NOR DOES IT IN ANY MANNER WARRANT, CERTIFY OR

ENDORSE THE CORRECTNESS OR COMPLETENESS OF ANY OF THE CONTENTS OF THIS OFFER

DOCUMENT; NOR DOES IT WARRANT THAT THIS ISSUER’S SECURITIES WILL BE LISTED OR

WILL CONTINUE TO BE LISTED ON THE EXCHANGE; NOR DOES IT TAKE ANY RESPONSIBILITY

FOR THE FINANCIAL OR OTHER SOUNDNESS OF THIS ISSUER, ITS PROMOTERS, ITS

MANAGEMENT OR ANY SCHEME OR PROJECT OF THIS ISSUER. EVERY PERSON WHO DESIRES

TO APPLY FOR OR OTHERWISE ACQUIRE ANY SECURITIES OF THIS ISSUER MAY DO SO

225

PURSUANT TO INDEPENDENT INQUIRY, INVESTIGATION AND ANALYSIS AND SHALL NOT HAVE

ANY CLAIM AGAINST THE EXCHANGE WHATSOEVER BY REASON OF ANY LOSS WHICH MAY BE

SUFFERED BY SUCH PERSON CONSEQUENT TO OR IN CONNECTION WITH SUCH SUBSCRIPTION/

ACQUISITION WHETHER BY REASON OF ANYTHING STATED OR OMITTED TO BE STATED

HEREIN OR ANY OTHER REASON WHATSOEVER.

Disclaimer Clause of the RBI THE COMPANY IS HAVING A VALID CERTIFICATE OF REGISTRATION DATED NOVEMBER 10,

2006 ISSUED BY THE RESERVE BANK OF INDIA UNDER SECTION 45 IA OF THE RESERVE BANK

OF INDIA ACT, 1934. HOWEVER, THE RBI DOES NOT ACCEPT ANY RESPONSIBILITY OR

GUARANTEE ABOUT THE PRESENT POSITION AS TO THE FINANCIAL SOUNDNESS OF THE

COMPANY OR FOR THE CORRECTNESS OF ANY OF THE STATEMENTS OR REPRESENTATIONS

MADE OR OPINIONS EXPRESSED BY THE COMPANY AND FOR REPAYMENT OF DEPOSITS/

DISCHARGE OF LIABILITY BY THE COMPANY.

Listing

An application will be made to the BSE and NSE for permission to deal in and for an official quotation of our NCDs. BSE has been appointed as the Designated Stock Exchange. If permissions to deal in and for an official quotation of our NCDs are not granted by BSE and NSE, our Company will forthwith repay, without interest, all moneys received from the applicants in pursuance of this Prospectus. For the avoidance of doubt, it is hereby clarified that in the event of non subscription to any one or more of the Options, such NCDs with Option(s) shall not be listed. Consents

Consents in writing of: (a) the Directors; (b) our Company Secretary and Compliance Officer; (c) Bankers to our Company; (d) Bankers to the Issue and Refund Banker; (e) Lead Managers; (f) the Registrar to the Issue; (g) Lead Brokers to the Issue; (h) Tax Expert (i) Legal Advisors to the Issue; (j) Credit Rating Agencies; and (k) the Debenture Trustee to act in their respective capacities, have been obtained and the same is being filed along with a copy of the Prospectus with the ROC. The consents of the Statutory Auditor of our Company, namely Price Waterhouse for inclusion of (a) their name as the Statutory Auditor, (b) examination report on Summary Financial Information of our Company in the form and context in which they appear in this Prospectus, have been obtained and the same will be filed along with a copy of this Prospectus with the Designated Stock Exchange. The consents of the Subsidiary Auditor, namely Price Waterhouse & Co. for inclusion of (a) their name as the Subsidiary Auditor, (b) examination reports on Summary Financial Information of our Subsidiary in the form and context in which they appear in this Prospectus, have been obtained and the same will be filed along with a copy of this Prospectus with the Designated Stock Exchange. Expert Opinion

Except the reports issued by CARE dated August 16, 2012, in respect of the credit ratings issued thereby for this Issue which furnishes the rationale for its rating, the examination report by the Statutory Auditor of our Company, the examination report by the Statutory Auditor of our Subsidiary and the Statement of Tax benefit from Dharam Raj & Co., Chartered Accountants, our Company has not obtained any expert opinions.

Common form of Transfer

The Issuer undertakes that there shall be a common form of transfer for the NCDs and the provisions of the Companies Act, 1956 and all applicable laws shall be duly complied with in respect of all transfer of debentures and registration thereof.

226

Minimum Subscription

If our Company does not receive the minimum subscription of 75% of the Base Issue, i.e. ` 1,875 million, on the date of closure of the Issue, the entire subscription shall be refunded to the applicants within the time prescribed under applicable statutory/regulatory requirements. If there is delay in the refund of subscription by more than 8 days after our Company becomes liable to refund the subscription amount, our Company will pay interest for the delayed period, at rates prescribed under sub-sections (2) and (2A) of Section 73 of the Companies Act, 1956.

Filing of the Draft Prospectus

The Draft Prospectus has been filed with BSE and NSE in terms of Regulation 7 of the Debt Regulations for dissemination on their website.

Debenture Redemption Reserve

Section 117C of the Act states that any company that intends to issue debentures must create a DRR to which adequate amounts shall be credited out of the profits of the company until the redemption of the debentures. The Ministry of Corporate Affairs has, through its circular dated April 18, 2002, (“Circular”), specified that the quantum of DRR to be created before the redemption liability actually arises in normal circumstances should be ‘adequate’ to pay the value of the debentures plus accrued interest, (if not already paid), till the debentures are redeemed and cancelled. The Circular however further specifies that, for NBFCs like our Company, (NBFCs which are registered with the RBI under Section 45-IA of the RBI Act), the adequacy of the DRR will be 50% of the value of debentures issued through the public issue. Accordingly, our Company is required to create a DRR of 50% of the value of debentures issued through the public issue. As further clarified by the Circular, the amount to be credited as DRR will be carved out of the profits of the company only if there is profit for the particular year and there is no obligation on the part of the company to create DRR if there is no profit for the particular year. Our Company shall credit adequate amounts of DRR, from its profits every year until such NCDs are redeemed. The amounts credited to DRR shall not be utilized by the company except for the redemption of the NCDs. In relation to ASBA Application Forms procured by the Lead Managers, Lead Brokers, sub-brokers, Trading Member of the Stock Exchanges, as the case may be, through the Syndicate ASBA mechanism and submitted to the relevant branches of the SCSBs at the Specified Cities for processing, the Company shall pay fees to the SCSBs for processing such ASBA Forms in the range of ` 10/- to ` 20]/- per Application Form, as may be finalized by the Company (the “Syndicate ASBA Processing Fees”). However, it is clarified that in case of ASBA Application Forms procured directly by the SCSBs, the relevant SCSBs shall not be entitled to any Syndicate ASBA Processing Fee.

Issue Related Expenses

The expenses of this Issue include, among others, Fees for the Lead Managers, printing and distribution expenses, legal fees, advertisement expenses and listing fees. The estimated Issue expenses to be incurred for the Issue size of upto ` 5,000 million (assuming the full subscription including the retention of over subscription of upto ` 2,500 million) are as follows:

(` in millions)

Sr.

No.

Particulars Expenses

1. Fees payable to Legal Advisors to the Issue 2.10

2. Lead Management Fee/Brokerage/Commission to SCSBs/Processing fees paid to SCSBs 103.00

3. Fees Payable to Registrars to the Issue 1.00

4. Fees Payable to Debenture Trustees 1.05

5. Advertising and Marketing Expenses 21.00

6. Printing and Stationery 15.74

7. Fees payable to Credit Rating Fee 6.53

8. Other Expenses 15.00

227

Sr.

No.

Particulars Expenses

Total 165.42

The above expenses are indicative and are subject to change depending on the actual level of subscription to the Issue and the number of Allottees, market conditions and other relevant factors.

Underwriting

The Issue will not be underwritten.

Details regarding the public issue during the last three years by our Company and other listed companies under

the same management within the meaning of section 370(1B) of the Companies Act, 1956:

No company as falling under the same management within the meaning of Section 370(1B) of the Companies Act, 1956 is a listed Company. Other than as specifically disclosed below, our Company has not made any public or rights or composite issue of capital during the last three years:

Sr.

No

.

Brief details of the

Issue

Date of

allotment

Opening

date

Closing

date

Date of

refunds

Date of

listing on

the stock

exchange

Amount of

premium/dis

count at

which the

securities

are allotted

(if any)

1. Public issue of 7,538,049

secured non convertible

debentures of face value

of ` 1,000 each

September

23, 2011

September

9, 2011

September

13, 2011

September

24, 2011

BSE:

September

26, 2011

Nil

Public / Rights Issues

Other than as specifically disclosed below, our Company has not made any public or rights issuances in the last five years.

Previous Public Issue

Sr.

No

.

Brief details of the

Issue

Date of

allotment

Opening

date

Closing

date

Date of

refunds

Date of

listing on

the stock

exchange

Amount of

premium/dis

count at

which the

securities

are allotted

(if any)

1. Public issue of 7,538,049

secured non convertible

debentures of face value

of ` 1,000 each

September

23, 2011

September

9, 2011

September

13, 2011

September

24, 2011

BSE:

September

26, 2011

Nil

Other than as specifically disclosed in this Prospectus, our Company has not issued any securities for consideration other than cash.

228

Issue Expense on previous issue

The following commission and brokerage expense incurred by our Company on previous issues of debtenures in the last 5 years preceding the date of this Prospectus.

Sr.

No.

Fiscal Year Type of Security Commission & Brokerage Paid (In ` ` ` ` in

million) 1. 2008 Debentures 52.63

2. 2009 Debentures 41.19




Stock Market Data

Our Company’s Equity Shares and preference shares are currently not listed on any Indian stock exchange.

Trading of Debentures and Commercial Papers

Our privately placed redeemable non convertible debentures which are listed on the BSE are not frequently traded instruments and as such have not been traded on the BSE in the last three years. None of the privately placed debentures issued by our Company have been listed and traded on NSE in the last 3 years preceding the date of this Prospectus

Our commercial papers are not listed on any stock exchange and hence there is no trading data available.

Trading Data for Publicly Placed NCDs issued by our Company for the Last 3 Years [Source: BSE]

Trading Data for Last 3 Years

SCRIP CODE: 934840

ISIN: INE958G07569

S.No

.

Year Date of High High Volume on

Date of

High(No.

of

Debentures

)

Date of Low Low Volume on

Date of

Low(No. of

Debentures

)

Avg

1. F.Y 11-12

October 10, 2011

1,100.00

907 December 02, 2011

825.00

697 1001.33

2. F.Y 10-11

N.A. N.A. N.A. N.A. N.A. N.A. N.A.

3. F.Y. 09-10


SCRIP CODE: 934839

ISIN: INE958G07577

229

S.No. Year Date of High High Volume on

Date of

High(No. of

Debentures)


Date of

Low(No. of

Debentures)

Avg

1. F.Y 11-12 March 12, 2012 1,100.00 80 March 12, 2012 910.00 80 985.65

2. F.Y 10-11 N.A. N.A. N.A. N.A. N.A. N.A. N.A.

3. F.Y. 09-10 N.A. N.A. N.A. N.A. N.A. N.A. N.A.

SCRIP CODE: 934837

ISIN: INE958G07536

S.No

.


Date of

High(No. of

Debentures

)


Date of

Low(No. of

Debentures

)

Avg

1. F.Y 11-12 January 24, 2012

1,038.99

1557 March 28, 2012

955.00

1635 1009.07

2. F.Y 10-11 N.A N.A N.A N.A N.A N.A N.A

3. F.Y. 09-10


SCRIP CODE: 934836

ISIN: INE958G07544

S.No

.


Date of

High(No. of

Debentures

)


Date of

Low(No. of

Debentures

)

Avg

1. F.Y 11-12 March 16, 2012

1,029.00

1083 November 23, 2011

930.00

56 986.63

2. F.Y 10-11 N.A N.A N.A N.A N.A N.A N.A

3. F.Y. 09-10


SCRIP CODE: 934835

ISIN: INE958G07528


Date of

High(No. of

Debentures)


Date of

Low(No. of

Debentures)

Avg




230

SCRIP CODE: 934838

ISIN: INE958G07551


Date of

High(No. of

Debentures)


Date of

Low(No. of

Debentures)

Avg




Trading Data for Last Six Months

SCRIP CODE: 934840

ISIN: INE958G07569

S.No

.

Month Date of High High Volume on

Date of

High(No. of

Debentures

)


Date of

Low(No. of

Debentures

)

Avg

1. Aug-12 August 31, 2012

1032.80 293 August 22, 2012

1000.00 726 1021.39

2. Jul-12 July 20, 2012 1,036.01

259 July 4, 2012 1,000.01

238 1016.94

3. Jun-12 June 14, 2012 1,009.97

298 June 1, 2012 980.00 759 996.47

4. May-12

May 4, 2012 998.00 220 May 25, 2012 971.00 455 984.31

5. Apr-12 April 20, 2012 997.99 60 April 2, 2012 971.10 275 987.88

6. Mar-12 March 7, 2012 1,029.99

317 March 28, 2012 959.00 573 1,007.75

SCRIP CODE: 934839

ISIN: INE958G07577

S.No

.


Date of

High(No. of

Debentures

)


Date of

Low(No. of

Debentures

)

Avg

1. Aug-12 August 13, 2012

1,035.00

120 August 29, 2012

1,000.00

731 1013.853

2. Jul-12 July 5, 2012 1,049.50

2 July 2, 2012 1,000.00

899 1012.21

3. Jun-12 June 13, 2012 1,049.00

329 June 1, 2012 978.01 691 990.76

4. May-12

May 25, 2012 992.99 8659 May 18, 2012 960.00 2340 973.83

5. Apr-12 April 16, 2012 998.00 750 April 2, 2012 959.00 24 978.06

6. Mar-12 March 12, 2012 1,100.00

80 March 12, 2012 910.00 80 1,001.62

231

SCRIP CODE: 934837

ISIN: INE958G07536

S.No

.


Date of

High(No. of

Debentures

)


Date of

Low(No. of

Debentures

)

Avg

1. Aug-12 August 27, 2012

1,070.00

205 August 7, 2012 1,036.00

651 1045.633

2. Jul-12 July 13, 2012 1,059.99

1717 July 2, 2012 1,030.01

285 1044.50

3. Jun-12 June 28, 2012 1,043.00

930 June 1, 2012 1,006.00

910 1021.77

4. May-12

May 9, 2012 1,027.99

1665 May 3, 2012 994.00 2303 1,007.33

5. Apr-12 April 10, 2012 1,029.50

1211 April 4, 2012 975.00 845 992.21

6. Mar-12 March 6, 2012 1,035.00

224 March 28, 2012

955.00 1635 1,013.53

SCRIP CODE: 934836

ISIN: INE958G07544

S.No

.


Date of

High(No. of

Debentures

)


Date of

Low(No. of

Debentures

)

Avg

1. Aug-12 August 21, 2012

1,035.00

385 August 23, 2012

1,003.00

11 1023.703

2. Jul-12 July 26, 2012 1,030.00

10 July 9, 2012 1,000.00

148 1017.89

3. Jun-12 June 28, 2012 1,009.00

3 June 1, 2012 975.00 2594 993.31

4. May-12

May 31, 2012 998.90 1021 May 25, 2012 934.00 3545 978.72

5. Apr-12 April 3, 2012 997.95 10 April 2, 2012 955.00 215 976.92

6. Mar-12 March 16, 2012 1,029.00

1083 March 28, 2012 952.00 626 1,000.34

SCRIP CODE: 934835

ISIN: INE958G07528

S.No. Month Date of High High Volume on

Date of

High(No. of

Debentures)


Date of

Low(No. of

Debentures)

Avg

1. Aug-12 N.A. N.A. N.A. N.A. N.A. N.A. N.A.

2. Jul-12 N.A. N.A. N.A. N.A. N.A. N.A. N.A.

3. Jun-12 N.A. N.A. N.A. N.A. N.A. N.A. N.A.

232


Date of

High(No. of

Debentures)


Date of

Low(No. of

Debentures)

Avg

4. May-12 N.A. N.A. N.A. N.A. N.A. N.A. N.A.

5. Apr-12 N.A. N.A. N.A. N.A. N.A. N.A. N.A.

6. Mar-12 N.A. N.A. N.A. N.A. N.A. N.A. N.A.

SCRIP CODE: 934838

ISIN: INE958G07551


Date of

High(No. of

Debentures)


Date of

Low(No. of

Debentures)

Avg

1. Aug-12 N.A. N.A. N.A. N.A. N.A. N.A. N.A.

2. Jul-12 N.A. N.A. N.A. N.A. N.A. N.A. N.A.

3. Jun-12 N.A. N.A. N.A. N.A. N.A. N.A. N.A.

4. May-12 N.A. N.A. N.A. N.A. N.A. N.A. N.A.

5. Apr-12 N.A. N.A. N.A. N.A. N.A. N.A. N.A.

6. Mar-12 N.A. N.A. N.A. N.A. N.A. N.A. N.A.

Dividend

Our Company has no stated dividend policy in connection with our Equity Shares. The dividend payable in connection with the preference shares issued by our Company are subject to the terms of the issue and the agreements in connection with such preference shares. The declaration and payment of dividends on our Equity Shares is recommended by our Board of Directors and approved by our shareholders, at their discretion, and will depend on a number of factors, including but not limited to our profits, capital requirements and overall financial condition. The following table details the dividend declared/recommended by our Company on the Equity Shares and preference shares for the Financial Years ended March 31, 2008 ,2009, 2010, 2011 and 2012.

(` in million)

Class of Shares FV of

Share

(Rupees)


2012 2011 2010 2009 2008

Equity Dividend

Equity Share Capital (as at year end)

10 1,733.22 1,733.22 1,703.22 1,199.07 1,199.07

Date of declaration of interim dividend and Rate of interim dividend

- 28-Mar-11 15%

15-Mar-10 22.50%

- 29-Sep-07 5%

4-Jan-08 2%

Date of declaration of interim dividend and amount of interim dividend

- 28-Mar-11 259.98

15-Mar-10 383.23

- 29-Sep-07 43.75

4-Jan-08 18.34

Aggregate amount of 259.98 383.23 - 62.09

233

Class of Shares FV of

Share

(Rupees)


2012 2011 2010 2009 2008

Equity Dividend (interim)

Date of declaration of final dividend and Rate of final dividend

01-Jun-12 55%

- - - 26-Jun-08 5%

Aggregate amount of Equity Dividend (final)

953.27 - - - 48.17

Preference Dividend

Compulsorily Convertible Preference Share Capital (as at year end)

10 466.67 - - - -

Date of declaration of final dividend on Compulsorily Convertible Preference Shares and Rate of final dividend

01-Jun-12 0.01%

0% 0% 0% 0%

Aggregate amount of dividend on Compulsorily Convertible Preference Shares

29.39 - - - -

1% Non Convertible Cumulative Redeemable Preference Share Capital (as at year end)

10 112.50 - - - -

Date of declaration of final dividend on Compulsorily Convertible Preference Shares and Rate of final dividend

13-Mar-12 1.00%

- - - -

Aggregate amount of Preference Dividend

1.19 - - - -

Total Dividend 983.85 259.98 383.23 - 110.26

Amount of Dividend Distribution Tax

159.61 43.19 65.13 - 18.74

Note:

1. The rate of dividend declared on the respective date(s) relates to the paid up capital on such date(s). 2. The interim dividend declared in each of the year is the Final Dividend for the respective years except for the year ended March 31, 2008 when final dividend was separately declared. Revaluation of assets

Our Company has not revalued its assets in the last five years.

234

Mechanism for redressal of investor grievances

The MoU between the Registrar to the Issue and our Company will provide for retention of records with the Registrar to the Issue for a period of least seven years from the date of the listing of the NCDs under the Issue, within a reasonable time (not exceeding seven Business Days) of the Lead Managers making a request for such information/confirmation.which will enable the investors to approach the Registrar to the Issue for redressal of their grievances.

All grievances relating to the Issue may be addressed to the Registrar to the Issue, giving full details such as name, address of the applicant, number of NCDs applied for, amount paid on application and the bank branch or collection centre where the application was submitted. The contact details of Registrar to the Issue are as follows:

Link Intime India Private Limited

C-13, Pannalal Silk Mills Compound, L.B.S. Marg, Bhandup (West), Mumbai - 400 078, India Tel: +91 22 2596 0320 Fax: +91 22 2596 0329 Toll Free: 1-800-22-0320 Email: [email protected] Investor Grievance Email: [email protected] Website: www.linkintime.co.in Contact Person: Mr. Sachin Achar SEBI Registration No: NR000004058 We estimate that the average time required by us or the Registrar to the Issue for the redressal of routine investor grievances will be 7 (seven) business days from the date of receipt of the complaint. In case of non-routine complaints and complaints where external agencies are involved, we will seek to redress these complaints as expeditiously as possible.

Mr. Punit Arora has been appointed as the Compliance Officer of our Company for this issue.

The contact details of Compliance officer of our Company are as follows:

Mr. Punit Arora, Company Secretary Religare Finvest Limited D3, P3B, District Centre, Saket, New Delhi - 110017 Tel.No. +91 011 3912 5000 Fax No.: +91 011 3912 6505 Email: [email protected]

Change in Auditors of our Company during the last three years

There has been no change(s) in the Statutory Auditors of our Company in the last 3 (three) financial years preceding the date of this Prospectus.

235

Disclosure of Track Record of Lead Managers to Issue

The details of the track record of past issues handled by Axis Bank Limited, A. K. Capital Services Limited, JM Financial Institutional Securities Private Limited, Kotak Mahindra Capital Company Limited and Religare Capital Markets Limited are available on their respective websites at www.axisbank.com, www.akcapindia.com, www.jmfl.com, www.investmentbank.kotak.com and www.religarecm.com, respectively.

236

REGULATIONS AND POLICIES

The regulations summarised below are not exhaustive and are only intended to provide general information to Investors and is neither designed nor intended to be a substitute for any professional legal advice. Taxation statutes such as the IT Act, Central Sales Tax Act, 1956 and applicable local sales tax statutes, labour regulations such as the Employees State Insurance Act, 1948 and the Employees Provident Fund and Miscellaneous Act, 1952, and other miscellaneous regulations such as the Trade and Merchandise Marks Act, 1958 and applicable Shops and Establishments statutes apply to us as they do to any other Indian company and therefore have not been detailed below. The following information is based on the current provisions of applicable Indian law, which are subject to change or modification by subsequent legislative, regulatory, administrative or judicial decisions.

As per the RBI Act, a financial institution has been defined as a company which includes a non-banking institution carrying on as its business or part of its business the financing activities, whether by way of making loans or advances or otherwise, of any activity, other than its own and it is engaged in the activities of loans and advances, acquisition of shares/stock/bonds/debentures/securities issued by the Government of India or other local authorities or other marketable securities of like nature, leasing, hire-purchase, insurance business, chit business but does not include any institution whose principal business is that of carrying out any agricultural or industrial activities or the sale/purchase/construction of immovable property. Any company which carries on the business of a non-banking financial institution as its principal business is to be treated as an NBFC. Since the term 'principal business' has not been defined in law, the RBI has clarified through a press release (Ref. No. 1998-99/ 1269) in 1999, that in order to identify a particular company as an NBFC, it will consider both the assets and the income pattern as evidenced from the last audited balance sheet of the company to decide its principal business. The company will be treated as an NBFC if its financial assets are more than 50 per cent of its total assets (netted off by intangible assets) and income from financial assets should be more than 50 per cent of the gross income. Both these tests are required to be satisfied as the determinant factor for principal business of a company. With effect from 1997, NBFCs were not permitted to commence or carry on the business of a non banking financial institution without obtaining a Certificate of Registration (CoR). Further, with a view to imparting greater financial soundness and achieving the economies of scale in terms of efficiency of operations and higher managerial skills, the RBI has raised the requirement of minimum net owned fund from ` 2.50 million to ` 20 million for the NBFC which commences business on or after April 21, 1999. Further, every NBFC is required to submit to the RBI a certificate, from its statutory auditor within one month from the date of finalization of the balance sheet and in any case not later than December 30th of that year, stating that it is engaged in the business of non-banking financial institution requiring it to hold a CoR. A. Regulations and Policies Applicable to our Company

1. Regulation of NBFCs registered with the RBI

NBFCs are primarily governed by the RBI Act, 1934 (“RBI Act”), the Non-Banking Financial (Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007, (“Prudential

Norms”), the Non-Banking Financial Companies Acceptance of Public Deposits (Reserve Bank) Directions, 1998, (“Public Deposit Directions”), the Non-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007 (“Non- Deposit Accepting NBFC

Directions”), and the provisions of the Non- Banking Financial Companies Prudential Norms (Reserve Bank) Directions, 1998. In addition to these regulations, NBFCs are also governed by various circulars, notifications, guidelines and directions issued by the RBI from time to time.

2. Types of Activities that NBFCs are permitted to carry out

Although by definition, NBFCs are permitted to operate in similar sphere of activities as banks, there are a few important, key differences. The most important distinctions are:

237

(i) an NBFC cannot accept deposits repayable on demand – in other words, NBFCs can only accept fixed term deposits. Thus, NBFCs are not permitted to issue negotiable instruments, such as cheques which are payable on demand; and

(ii) NBFCs are not allowed to deal in foreign exchange, even if they specifically apply to the RBI for

approval in this regard.

3. Types of NBFCs:

Section 45-IA of the RBI Act makes it mandatory for every NBFC to get itself registered with the Reserve Bank in order to be able to commence any of the aforementioned activities. Further, an NBFC may be registered as a deposit accepting NBFC (“NBFC-D”) or as a non-deposit accepting NBFC (“NBFC-ND”). NBFCs registered with RBI are further classified as: (i) asset finance companies; (ii) investment companies;

(iii) loan companies;

(iv) infrastructure finance companies; (v) core investment companies; (vi) infrastructure debt fund - NBFCs; (vii) NBFC - micro finance institutions; and/or (viii) NBFC - Factor.

4. Regulatory Requirements of an NBFC under the RBI Act Net Owned Fund

Section 45-IA of the RBI Act provides that to carry on the business of a NBFC, an entity would have to

register as an NBFC with the RBI and would be required to have a minimum net owned fund of ` 20,000,000 (Rupees twenty million only). For this purpose, the RBI Act has defined “net owned fund” to mean:

(a) the aggregate of the paid-up equity capital and free reserves as disclosed in the latest balance sheet of the company, after deducting (i) accumulated balance of losses, (ii) deferred revenue expenditure and (iii) other intangible assets; and

(b) further reduced by the amounts representing, (1) investment by such companies in shares of (i) its subsidiaries, (ii) companies in the same group, (iii)

other NBFCs, and (2) the book value of debentures, bonds, outstanding loans and advances (including hire purchase and

lease finance) made to, and deposits with (i) subsidiaries of such companies; and (ii) companies in the same group,

to the extent such amount exceeds 10% of (a) above.

238

Capital Reserve Fund

In addition to the above, Section 45-IC of the RBI Act requires NBFCs to create a reserve fund and transfer therein a sum of not less than 20% of its net profits earned annually before declaration of dividend. Such sum cannot be appropriated by the NBFC except for the purpose as may be specified by the RBI from time to time and every such appropriation is required to be reported to the RBI within 21 days from the date of such withdrawal.

Maintenance of liquid assets

The RBI through notification dated January 31, 1998, as amended has prescribed that an NBFC shall invest and continue to invest in unencumbered approved securities valued at a price not exceeding the current market price of such securities an amount which shall, at the close of business on any day be not less than 10% in approved securities and the remaining in unencumbered term deposits in any scheduled commercial bank; the aggregate of which shall not be less than 15% of the public deposit outstanding at the last working day of the second preceding quarter.

5. Non- Deposit Accepting NBFC Directions

The RBI has issued the Non Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007, as amended ("Non- Deposit Accepting NBFC Directions "), which contain detailed directions on prudential norms for an NBFC-ND. The Non- Deposit Accepting NBFC Directions, amongst other requirements prescribe guidelines regarding income recognition, asset classification, provisioning requirements, constitution of audit committee, capital adequacy requirements, and concentration of credit/investment. In terms of the Non- Deposit Accepting NBFC Directions, all NBFCs-ND with an asset size of ` 1,000 million or more as per their last audited balance sheet will be considered as a systemically important NBFC-ND-SI.

Asset Classification The Non- Deposit Accepting NBFC Directions require that every NBFC shall, after taking into account the degree of well defined credit weaknesses and extent of dependence on collateral security for realisation, classify its lease/hire purchase assets, loans and advances and any other forms of credit into the following classes: (i) Standard assets; (iii) Sub-standard assets; (iv) Doubtful assets; and (v) Loss assets. Further, such class of assets would not be entitled to be upgraded merely as a result of rescheduling, unless it satisfies the conditions required for such upgradation. Provisioning Requirements An NBFC-ND, after taking into account the time lag between an account becoming non performing, its recognition, as such, the realization of the security and erosion overtime in the value of the security charged, shall make provisions against sub-standard assets, doubtful assets and loss assets in the manner provided for in the Non- Deposit Accepting NBFC Directions.

Disclosure in the balance sheet An NBFC-ND is required to separately disclose in its balance sheet the provisions made in terms of the above paragraph without netting them from the income or against the value of the assets. These provisions shall be distinctly indicated under separate heads of accounts, as provisions for bad and doubtful debts and provisions for depreciation and investments and shall not be appropriated from the general provisions and loss reserves held, if any, by it. Such provisions for each year shall be debited to the profit and loss account. The excess of

239

provisions, if any, held under the heads general provisions and loss reserves may be written back without making adjustment against them. Further every systemically important NBFC (NBFC-ND-SI) shall disclose the following particulars in its balance sheet (i) capital to risk assets ratio (CRAR), (ii) exposure to real estate sector, both direct and indirect, and (iii) maturity pattern of assets and liabilities. Exposure Norms

The Non- Deposit Accepting NBFC Directions prescribe concentration of credit / investment exposure norms in respect of the loans granted and investments undertaken by a NBFC-ND-SI. An NBFC-ND-SI shall not lend exceeding 15% of its owned fund to any single borrower and any single group of borrowers exceeding 25% of its owned fund. As regards to investments, an NBFC-ND- SI shall not invest in the shares of another company exceeding 15% of its owned fund and shares of a single group of companies exceeding 25% of its owned fund. The loans and investments of NBFC-ND-SI taken together shall not exceed 25% of its owned fund to single party and 40% of its owned fund to a single group of parties. However, this prescribed ceiling shall not be applicable on an NBFC-ND-SI for investments in the equity capital of an insurance company to the extent specifically permitted by the RBI. Further, an NBFC-ND-SI, which is classified as Asset Finance Company, may in exceptional circumstances, exceed the above ceilings on credit / investment concentration to a single party or a single group of parties by 5% of its owned fund, with the approval of its board . Any NBFC-ND-SI not accessing public funds, either directly or indirectly, or not issuing guarantees may make an application to the RBI for an appropriate dispensation consistent with the spirit of the exposure limits.. Further, every NBFC-ND-SI is required to formulate a policy in respect of exposures to a single party/a single group of parties. Capital Adequacy Norms

As per the Non- Deposit Accepting NBFC Directions, every NBFC-ND-SI is subject to capital adequacy requirements. A minimum capital ratio consisting of Tier I and Tier II capital of not less than 15% of its aggregate risk weighted assets on balance sheet and of risk adjusted value of off-balance sheet items is required to be maintained. "Tier I" capital means owned fund as reduced by investment in shares of other non-banking financial companies and in shares, debentures, bonds, outstanding loans and advances including hire purchase and lease finance made to and deposits with subsidiaries and companies in the same group exceeding, in aggregate, 10% of the owned fund and perpetual debt instruments issued by a NBFC-ND-SI in each year to the extent it does not exceed 15% of its aggregate Tier I capital, as on March 31 of the previous fiscal year; and "Tier II" capital includes, (a) preference shares other than those which are compulsorily convertible into equity; (b) revaluation reserves at discounted rate of 55%; (c) general provisions and loss reserves to the extent these are not attributable to actual diminution in value or identifiable potential loss in any specific asset and are available to meet unexpected losses, to the extent of one and one fourth percent of risk weighted assets; (d) hybrid debt capital instruments; (e) subordinated debt; and (f) perpetual debt instruments issued by a NBFC-ND-SI which is in excess of what qualifies for Tier I capital; to the extent the aggregate does not exceed Tier I capital. Currently, the RBI requires that such ratio shall not be less than 15% by March 31, 2011. Also, the total of Tier II capital of a NBFC-ND-SI shall not exceed 100% of Tier I capital.

Information to be furnished in relation to certain changes

As per the Non- Deposit Accepting NBFC Directions, an NBFC-ND is required to furnish the following information to the Regional Office of the Department of Non-Banking Supervision of the RBI within one month of the occurrence of any change: (i) complete postal address, telephone/fax number of the registered/corporate office, (ii) name and residential address of the directors of the company, (iii) names and official designations of its principal officers, (iv) names and office address of its auditors, and (v) specimen signatures of the officers authorised to sign on behalf of the company.

240

Asset Liability Management

The RBI has prescribed the Guidelines for Asset Liability Management ("ALM") System in relation to NBFCs ("ALM Guidelines") that are applicable to all NBFCs through a Master Circular on Miscellaneous Instructions to All Non-Banking Financial Companies dated July 2, 2012. As per this Master Circular, the NBFCs (engaged in and classified as equipment leasing, hire purchase finance, loan, investment and residuary non-banking companies) meeting certain criteria, including, an asset base of ` 1,000 million, irrespective of whether they are accepting / holding public deposits or not, or holding public deposits of ` 20 crore or more ( irrespective of the asset size) as per their audited balance sheet as of March 31, 2001, are required to put in place an ALM system. The ALM Guidelines mainly address liquidity and interest rate risks. In case of structural liquidity, the negative gap (i.e. where outflows exceed inflows) in the 1 to 30/31 days time-bucket should not exceed the prudential limit of 15% of cash outflows of each time-bucket and the cumulative gap of up to one year should not exceed 15% of the cumulative cash outflows of up to one year. In case these limits are exceeded, the measures proposed for bringing the gaps within the limit should be shown by a footnote in the relevant statement.

Fair Practices Code

On September 28, 2006 the RBI prescribed broad guidelines towards a fair practices code that was required to be framed and approved by the board of directors of all NBFCs. On July 2, 2012 the RBI issued a Master Circular on fair practices and has required that the Fair Practices Code of each NBFC is to, be published and disseminated on its website. Among others, the code prescribes the following requirements, to be adhered to by NBFCs: (i) Inclusion of necessary information affecting the interest of the borrower in the loan application form. (ii) Devising a mechanism to acknowledge receipt of loan applications and establishing a time frame

within which such loan applications are to be disposed. (iii) Conveying, in writing, to the borrower the loan sanctioned and terms thereof. The acceptance of

such terms should be kept on record by the NBFC. (iv) Giving notice to the borrower of any change in the terms and conditions and ensuring that changes

are effected prospectively. (v) Refraining from interfering in the affairs of the borrowers except for the purposes provided in the

terms and conditions of the loan agreement. (vi) Not resorting to undue harassment in the matter of recovery of loans. (vii) Lay down an appropriate grievance redressal mechanism for resolving disputes. (viii) Periodical review of the compliance of the fair practices code and the functioning of the grievances

redressal mechanism at various levels of management, a consolidated report whereof may be submitted to the board of directors at regular intervals, as may be prescribed by it.

KYC Guidelines

The RBI has issued a Master Circular on Know Your Customer ("KYC") guidelines - Anti Money Laundering Standards (AML) - ‘Prevention of Money Laundering Act, 2002 dated July 2, 2012 and advised all NBFCs to adopt such guidelines with suitable modifications depending upon the activity undertaken by them and ensure that a proper policy framework on KYC and anti-money laundering standards is put in place. The KYC policies are required to have certain key elements such as customer acceptance policy, customer identification procedures, monitoring of transactions and risk management, adherence to KYC guidelines by the persons authorised by the NBFCs' and including brokers/ agents, due diligence of persons authorised by the NBFCs and customer service in terms of identifiable contact with persons authorised by NBFCs.

Corporate Governance Guidelines

In order to enable NBFCs to adopt best practices and greater transparency in their operations, the RBI introduced corporate governance guidelines on May 8, 2007. The RBI consolidated the corporate governance guidelines issued by it from time to time in the Master Circular dated July 2, 2012. As per this Master Circular, all NBFCs-ND-SI are required to adhere to certain corporate governance norms, including:

241

(i) Constitution of an audit committee; (ii) Constitution of a nomination committee to ensure fit and proper status of the proposed and existing

Directors; (iii) Constitution of asset liability management committee to monitor the asset gap and strategize actions

to mitigate the associated risk. Further a risk management committee may also be formed to manage the integrated risk;

(iv) Informing the Board of Directors, at regular intervals, the progress made in having a progressive risk management system, a risk management policy and the strategy being followed. The Board of Directors also needs to be informed about compliance with corporate governance standards, including in relation to the composition of various committees and their meetings; and

(v) Frame internal guidelines on corporate governance for enhancing the scope of the guidelines.

Rating of Financial Product

Pursuant to the RBI circular dated February 4, 2009, all NBFCs with an asset size of ` 1,000 million and above are required to furnish at the relevant regional office of the RBI, within whose jurisdiction the registered office of the NBFC is functioning, information relating to the downgrading and upgrading of assigned rating of any financial products issued by them within 15 days of such change. Norms for Excessive Interest Rates

The RBI, through its circular dated May 24, 2007, directed all NBFCs to put in place appropriate internal principles and procedures in determining interest rates and processing and other charges. In addition to the aforesaid instruction, the RBI has issued a Master Circular on Fair Practices Code dated July 2, 2012 for regulating the rates of interest charged by the NBFCs. These circulars stipulate that the board of each NBFC is required to adopt an interest rate model taking into account the various relevant factors including cost of funds, margin and risk premium. The rate of interest and the approach for gradation of risk and the rationale for charging different rates of interest for different categories of borrowers are required to be disclosed to the borrowers in the application form and expressly communicated in the sanction letter. Further, this is also required to be made available on the NBFCs website or published in newspapers and is required to be updated in the event of any change therein. Further, the rate of interest would have to be an annualized rate so that the borrower is aware of the exact rates that would be charged to the account. Enhancement of Capital funds Raising Option Pursuant to the RBI circular on Enhancement of NBFCs' Capital Raising Option for Capital Adequacy Purposes dated October 29, 2008, NBFCs-ND-SI have been permitted to augment their capital funds by issuing perpetual debt instruments ("PDI") in accordance with the prescribed guidelines provided under the circular. Such PDI will be eligible for inclusion as Tier I capital to the extent of 15% of the total Tier I capital as on March 31 of the previous accounting year. Any amount in excess of the amount admissible as Tier I capital will qualify as Tier II capital within the eligible limits. The minimum investment in each issue/tranche by any single investor shall not be less than ` 500,000. It has been clarified that the amount of funds so raised shall not be treated as public deposit within the meaning of clause 2 (1) (xii) of the Public Deposit Directions. Anti Money Laundering

The Prevention of Money Laundering Act, 2002 ("PMLA") was enacted to prevent money-laundering and to provide for confiscation of property derived from or involved in, money-laundering and for matters connected therewith or incidental thereto. The Government of India under PMLA has issued the Prevention of Money-laundering (Maintenance of Records of the Nature and Value of Transactions, the Procedure and Manner of Maintaining and Time for Furnishing Information and Verification and Maintenance of Records of the Identity of the Clients of the Banking Companies, Financial Institutions and Intermediaries) Rules, 2005, as amended ("PML Rules"). PMLA & PML Rules extends to all banking companies, financial institutions, including NBFCs and intermediaries. The RBI has issued a Master Circular dated July 2, 2012 to ensure that a proper policy frame work for the PMLA and PML Rules is put in place. Pursuant to the provisions of PMLA, PML Rules and the RBI

242

guidelines, all NBFCs are advised to appoint a principal officer for internal reporting of suspicious transactions and cash transactions and to maintain a system of proper record (i) all cash transactions of value of more than ` 1 million - or its equivalent in foreign currency; (ii) all series of cash transactions integrally connected to each other which have been valued below ` 1 million or its equivalent in foreign currency, where such series of transactions have taken place within a month and the aggregate value of such transaction exceeds ` 1 million (iii) all cash transactions where forged or counterfeit transactions..

Additionally, NBFCs should ensure that records pertaining to the identification of their customers and their address are obtained while opening the account and during the course of business relationship, and the necessary records of transactions between the NBFCs and the clients are properly preserved for at least ten years after the business relationship is ended. The identification records and transaction data is to be made available to the competent authorities upon request.

6. Other Regulations

Applicable Foreign Investment Regime FEMA Regulations

Foreign investment in India is governed primarily by the provisions of the FEMA which relates to regulation primarily by the RBI and the rules, regulations and notifications thereunder, and the policy prescribed by the Department of Industrial Policy and Promotion (DIPP), GoI which is regulated by the FIPB. The RBI, in exercise of its power under the FEMA, has notified the Foreign Exchange Management (Transfer or Issue of Security by a Person Resident Outside India) Regulations, 2000 (“FEMA Regulations”) to prohibit, restrict or regulate, transfer by or issue of security to a person resident outside India. As laid down by the FEMA Regulations, no prior consent and approval is required from the RBI, for FDI under the “automatic route” within the specified sectoral caps. In respect of all industries not specified as FDI under the automatic route, and in respect of investment in excess of the specified sectoral limits under the automatic route, approval may be required from the FIPB and/or the RBI. Foreign Direct Investment FDI in an Indian company is governed by the provisions of the FEMA read with the FEMA Regulations and the Foreign Direct Investment Policy (“FDI Policy”) by the DIPP. FDI is permitted (except in the prohibited sectors) in Indian companies either through the automatic route or the approval route, depending upon the sector in which FDI is sought to be made. Under the automatic route, no prior Government approval is required for the issue of securities by Indian companies/ acquisition of securities of Indian companies, subject to the sectoral caps and other prescribed conditions. Investors are required to file the required documentation with the RBI within 30 days of such issue/ acquisition of securities. Under the approval route, prior approval from the FIPB or RBI is required. FDI for the items/ activities that cannot be brought in under the automatic route (other than in prohibited sectors) may be brought in through the approval route. Further: (a) As per the sector specific guidelines of the Government of India, 100% FDI/ NRI investments are

allowed under the automatic route in certain NBFC activities subject to compliance with guidelines of the RBI in this regard.

(b) Minimum Capitalisation Norms for fund based NBFCs:

(i) For FDI up to 51% - US $ 0.5 million to be brought upfront (ii) For FDI above 51% and up to 75% - US $ 5 million to be brought upfront (iii) For FDI above 75% and up to 100% - US $ 50 million out of which US $ 7.5 million to be

brought upfront and the balance in 24 months

243

(c) Minimum capitalization norm of US $ 0.5 million is applicable in respect of all permitted non fund based NBFCs with foreign investment

(d) Foreign investors can set up 100% operating subsidiaries without the condition to disinvest a

minimum of 25% of its equity to Indian entities, subject to bringing in US $ 50 million as at (b) (iii) above(without any restriction on number of operating subsidiaries without bringing in additional capital)

(e) Joint ventures operating NBFC’s that have 75% or less than 75% foreign investment will also be

allowed to set up subsidiaries for undertaking other NBFC activities, subject to the subsidiaries also complying with the applicable minimum capital inflow i.e. (b) (i) and (b)(ii) above.

Laws relating to Employment

Shops and Establishments legislations in various states The provisions of various Shops and Establishments legislations, as applicable, regulate the conditions of work and employment in shops and commercial establishments and generally prescribe obligations in respect of inter alia registration, opening and closing hours, daily and weekly working hours, holidays, leave, health and safety measures and wages for overtime work. Labour Laws The Company is required to comply with various labour laws, including the Minimum Wages Act, 1948, the Payment of Bonus Act, 1965, the Payment of Wages Act, 1936, the Payment of Gratuity Act, 1972 and the Employees’ Provident Funds and Miscellaneous Provisions Act, 1952. Laws relating to Intellectual Property

The Trade Marks Act, 1999 and the Indian Copyright Act, 1957 inter alia govern the law in relation to intellectual property, including brand names, trade names and service marks and research works.

B. Regulations and Policies Applicable to our Subsidiary

1. The National Housing Bank Act, 1987, ( “NHB Act”)

The National Housing Bank Act, 1987 (the “NHB Act”), was enacted to establish NHB to operate as a principal agency to promote HFCs both at the local and regional levels and to provide financial and other support to such institutions for matters connected therewith or incidental thereto. The business of the NHB, among others, includes promoting, establishing, supporting or aiding in the promotion, establishment and for housing activities of HFCs, scheduled banks, state co-operative agricultural and rural development banks or any other institution or class of institutions as may be notified by the Central Government; making loans and advances or other forms of financial assistance to; guaranteeing the financial obligations of HFCs and underwriting the issue of stocks, shares, debentures and other securities of HFCs; formulating one or more schemes for the purpose of mobilisation of resources and extension of credit for housing; providing guidelines to the HFCs to ensure their growth on sound lines; providing technical and administrative assistance to HFCs and exercising all powers and functions in the performance of duties entrusted to the NHB under the NHB Act or under any other law for the time being in force.

Under the NHB Act, every HFC is required to obtain a certificate of registration and meet the requirement of net owned funds of ` 100 million or such other higher amount as the NHB may specify for commencing or carrying on the business of HFCs as per June 18, 2011 NHB notification. As per the notification issued by NHB dated July 23, 2011, the minimum net owned funds required to be achieved by an HFC which is a company and carries on the business of HFC viz. is; (i) ` 40 million by June 30, 2012, (ii) ` 70 million by June 30, 2013, and (iii) ` 100 million by March 31, 2014. Further, every HFC is required to invest and continue to invest in India in unencumbered approved securities, an amount which, at the close of business on

244

any day, is not less than 5% (or such higher percentage as the NHB may specify, not exceeding 25%), of the deposits outstanding at the close of business on the last working day of the second preceding quarter.

Additionally, every deposit taking HFC is required to maintain in India an account with a scheduled bank in term deposits or certificate of deposits (free of charge or lien) or in deposits with the NHB or by way of subscription to the bonds issued by the NHB, or partly in such account or in such deposit or partly by way of such subscription, a sum which, at the close of business on any day, together with the investment as specified above, shall not be less than 10% (or such higher percentage as the NHB may specify, not exceeding 25%), of the deposits outstanding in the books of the HFC at the close of business on the last working day of the second preceding quarter. Pursuant to the NHB Act, every HFC is also required to create a reserve fund and transfer therein a sum not less than 20% of its net profit every year as disclosed in the profit and loss account and before any dividend is declared.

Under the terms of the NHB Act the NHB has the power to direct deposit accepting HFCs to furnish such statements, information or particulars relating to deposits received by the HFC, as may be specified by the NHB. The NHB may cause an inspection to be made of any deposit accepting HFCs, for the purpose of verifying the correctness or completeness of any statement, information or particulars furnished to the NHB or for the purpose of obtaining any information or particulars which the HFC has failed to furnish on being called upon to do so. If any HFC accepting deposits fails to comply with any direction given by the NHB, the NHB may prohibit the acceptance of deposits by that HFC.

2. The Housing Finance Companies (NHB) Directions 2010 (the “NHB” Guidelines)

In order to regulate the housing finance system in India, NHB, in exercise of the powers conferred on it under the Act, issued the NHB Guidelines to HFCs in Notification No. NHB.HFC.DIR.1 /CMD/2010.

The objective of the NHB Guidelines is to regulate matters relating to acceptance of deposits by HFCs, prudential guidelines for income recognition, accounting standards, directions to auditors, asset classification, provision for bad and doubtful assets, capital adequacy and concentration of credit / investments to be observed by HFCs and matters to be included in the auditors’ report by the auditors of HFCs. The NHB Guidelines set out provisions relating to prudential guidelines on income recognition, income from investments accounting standards, accounting for investments, asset classifications and concentration on credit / investment. Some of the key provisions of the NHB Guidelines are as follows:

(i) Acceptance of deposits: The NHB Guidelines state that no HFC having net owned funds of less than ` 2.50 million, shall accept deposits. The NHB Guidelines further stipulate that no HFC shall accept or renew public deposits unless the HFC has obtained minimum investment grade rating for its fixed deposits from any one of the approved rating agencies, at least once a year and a copy of the rating is sent to the NHB and it is complying with all the prudential norms. Further, vide a notification dated July 6, 2007 the NHB has specified that no HFC shall invite or accept or renew any public deposit at a rate of interest exceeding twelve and a half percent per annum, such interest being payable or compounded at rests which should not be shorter than monthly rests. The NHB Guidelines require that HFCs should ensure that at all times there is full cover available for public deposits accepted by them. While calculating this cover the value of all debentures (secured and unsecured) and outside liabilities other than the aggregate liabilities to depositors may be deducted from the total assets. Further, the assets should be evaluated at their book value or realizable/market value whichever is lower for this purpose.

(ii) Capital adequacy: The NHB Guidelines require every HFC to maintain a minimum capital ratio consisting of Tier-I and Tier-II Capital, under the NHB Guidelines is that capital which is derived after deducting from the owned fund, only those investments and deposits which in the aggregate exceed 10% of the owned fund. For the purposes of definition, investments are investments in shares of other HFCs and in shares, debentures, bonds, outstanding loans and advances including hire purchase and lease finance arrangement made to subsidiaries and companies in the same Group and deposits with subsidiaries and companies in the same group. Tier II capital includes preference shares (other than those compulsorily convertible in to equity), revaluation reserves at a discounted rate of 55% and general provisions and loss reserves, hybrid and subordinated debt. For the purposes of definition, only those general provisions and the loss reserves are to be included which are not attributable to the actual diminution in value or identifiable potential loss in any

245

specific asset and are available to meet the unexpected losses to the extent of 1.25% of the risk weighted assets. The aggregate of all these items should not exceed the Tier-I capital.

(iii) Income Recognition: The NHB guidelines prescribe that income recognition for HFCs shall be based on recognised accounting principles. Income including interest/discount or any other charges on NPA shall be recognised only when it is actually realised. Any such income recognised before the asset became nonperforming and remaining unrealised shall be reversed. In respect of hire purchase assets, where instalments are overdue for more than twelve months, income shall be recognised only when hire charges are actually received. Any such income taken to the credit of profit and loss account before the asset becoming nonperforming and remaining unrealised, shall be reversed. In respect of lease assets, where lease rentals are overdue for more than twelve months, the income shall be recognised only when lease rentals are actually received. The net lease rentals taken to the credit of profit and loss account before the asset became nonperforming and remaining unrealised shall be reversed.

(iv) Asset Classification and provisioning: Every HFC is required to, after taking into account the degree of well defined credit weaknesses and extent of dependence on collateral security for realisation, classify its lease/hire purchase assets, loans and advances and any other forms of credit into the following classes, namely :-

� Standard assets;

� Sub-standard assets;

� Doubtful assets; and

� Loss assets.

The class of assets referred to above shall not be upgraded merely as a result of rescheduling, unless it satisfies the conditions required for the upgradation. Further, every HFC shall, after taking into account the time lag between an account becoming non-performing, its recognition as such, the realisation of the security and the erosion over time in the value of security charged, make provision against substandard assets, doubtful assets and loss assets in the manner provided in the NHB Guidelines.

3. Refinance scheme for housing applicable to HFC, 2003, (“Scheme”)

The objective of the Scheme is to provide refinance assistance to HFCs in respect of their direct lending to individuals for the purchase, construction, repair and upgradation of housing units.

HFCs to be eligible to draw refinance from NHB should be registered with NHB to carry out housing finance activity. In addition, they should (i) provide long term finance for purchase, construction, repair and upgrading of dwelling units by home-seekers, (ii) invest at least 75% of capital employed by way of long term finance for housing, (iii) have net owned fund of not less than ` 100 million, and (iv) its non performing assets should not be more than 2.5% of net advances. The financial assistance can be drawn by HFCs in respect of loans already advanced by them and also for prospective disbursements. Financial assistance under the Scheme will be provided either at fixed or floating rates of interest. The re finance amount will be repayable within a period of not less than 1 year and not exceeding 15 years by way of 60 equal quarterly installments or less as may be specified by NHB. HFCs will have the option to choose the repayment period as per their requirement and the repayment of principal and payment of interest will be on quarterly basis. HFCs may repay the whole or any part of the amount earlier than the due date by giving 2 months notice to NHB of an intention to effect such repayment before the due date. HFCs should generally obtain a mortgage in respect of the property to be financed as security for the loan advanced by them. Where it is not feasible, HFCs should accept at their discretion security as they may deem appropriate to fully secure the loan with a charge properly created in their favor. The security for refinance from NHB may generally be secured by a charge on the book debts of an HFC. If at any time NHB is of the opinion that the security provided by the HFC has become inadequate to cover the outstanding refinance, it may advice the HFC to provide and furnish to NHB additional security such as a charge on immovable / movable property or the guarantee of Promoter.

246

4. Guidelines on Fair Practice Code for HFCs, (“Fair Practice Guidelines”):

Vide to a notification dated September 5, 2006 (Notification No: NHB(ND)/DRS/POL-No-16/2006), the NHB has framed the Fair Practice Guidelines, to promote good and fair practices by setting minimum standards to be adhered to by HFCs in dealing with customers. The Fair Practice Guidelines require HFCs to ensure that they meet the commitments and standards in this Code for the products and services they offer and in the procedures and practices their staff follows, their products and services meet relevant laws and regulations in letter and spirit, and their dealings with customers rest on ethical principles of integrity and transparency. Further, the Fair Practice Guidelines prescribe the requirements in connection with information to be provided and disclosures to be made by HFCs to their customers. Accordingly, the Fair Practice Guidelines require HFCs to provide information on interest rates, common fees and charges, provide clear information explaining the key features of their services and products that customers are interested in, provide information on any type of product and service offered, that may suit the customer’s needs, tell the customers about the various means through which products and services are offered, and provide more information on the key features of the products, including applicable interest rates / fees and charges.

5. Know your Customer (KYC) Guidelines - Anti money Laundering Standards:

Pursuant to several circulars, HFCs have been advised to follow certain customer identification procedure for opening of accounts and monitoring transactions of suspicious nature for the purpose of reporting it to appropriate authority. Accordingly, HFCs have been advised to ensure that a proper policy framework on ‘know your customer’ and anti-money laundering standards is formulated and put in place with the approval of the Board by June 30, 2006. The KYC Norms also require that while preparing operational guidelines HFCs may keep in mind to treat the information collected from the customer for the purpose of opening of account as confidential and not divulge any details thereof for cross selling or any other purposes. HFCs may, therefore, ensure that information sought from the customer is relevant to the perceived risk, is not intrusive, and is in conformity with the guidelines issued in this regard. Any other information from the customer should be sought separately with his /her consent and after opening the account.

6. Exposure in real estate: Vide a circular dated March 16, 2006, the NHB has advised HFCs to ensure, while appraising loan proposals

involving real estate, that the borrowers should have obtained prior permission from government/local government/statutory authorities for the project, wherever required. In order that the loan approval process is not hampered on account of this, while the proposals could be sanctioned in the normal course, the disbursements should be made only after the borrower has obtained the requisite clearances from such authorities. Further, pursuant to a circular dated November 23, 2006, HFCs are required to observe the following directions:

i) House Loan for building construction: In cases where a loan applicant owns a plot/land and approaches the

HFCs for a credit facility to construct a house, a copy of the sanctioned plan by competent authority in the name of a person applying for such credit facility must be obtained by the HFCs before sanctioning the home loan. Further, an affidavit-cum-undertaking must be obtained from the person applying for such credit facility that he shall not violate the sanctioned plan, construction shall be strictly as per the sanctioned plan and it shall be the sole responsibility of the executant to obtain completion certificate within 3 months of completion of construction, failing which the HFC shall have the power and the authority to recall the entire loan with interest, costs and other usual bank charges. An Architect appointed by the HFC must also certify at various stages of construction of building that the construction of the building is strictly as per sanctioned plan and shall also certify at a particular point of time that the completion certificate of the building issued by the competent authority has been obtained.

ii) Housing Loan for purchase of constructed property/built up property: In cases where the applicant approaches

the HFC for a credit facility to purchase the built up house/flat, it should be mandatory for him to declare by way of an affidavit-cum-undertaking that the built up property has been constructed as per the sanctioned plan and/or building bye-laws and as far as possible has a completion certificate also. An architect appointed by the HFC must also certify before disbursement of the loan that the built up property is strictly as per sanctioned plan and/or building bye-laws.

247

iii) No loan should be given in respect of those properties which fall in the category of unauthorised colonies unless and until they have been regularized and development and other charges paid.

iv) No loan should also be given in respect of properties meant for residential use but which the applicant intends

to use for commercial purposes and declares so while applying for loan.

7. Securitization and Reconstruction of Financial Assets and Enforcement of Security Interest Act in 2002

( “SARFESI Act”):

The SARFESI Act gives banks and other lenders increased powers in the recovery of the collateral underlying nonperforming assets. The SARFESI Act also provides for sale of financial assets by banks and financial institutions to asset reconstruction companies. The Reserve Bank of India has issued guidelines to banks on the process to be followed for sales of financial assets to asset reconstruction companies. These guidelines provide that a bank may sell financial assets to an asset reconstruction company provided the asset is a nonperforming asset. These assets are to be sold on a “without recourse” basis only.

8. FEMA (Borrowing and Lending in Rupees) Regulations, 2000:

Under the aforementioned regulations, a housing finance institution in India approved by the NHB may

provide housing loan to a non-resident Indian or a person of Indian origin resident outside India, for acquisition of a residential accommodation in India, subject to the following conditions, namely:

a. the quantum of loans, margin money and the period of repayment shall be at par with those applicable to housing finance provided to a person resident in India;

b. the loan amount shall not be credited to Non-resident External (NRE) / Foreign Currency Non-resident (FCNR)/Non-resident Non-repatriable (NRNR) account of the borrower;

c. the loan shall be fully secured by equitable mortgage of the property proposed to be acquired, and if necessary, also by lien on the borrower’s other assets in India;

d. the instalment of loan, interest and other charges, if any, shall be paid by the borrower by remittances from outside India through normal banking channels or out of funds in his Non-resident External (NRE)/Foreign Currency Non-resident(FCNR)/Non-resident Non-repatriable (NRNR)/ Non-resident Ordinary (NRO)/ Non-resident Special Rupee (NRSR) account in India, or out of rental income derived from renting out the property acquired by utilisation of the loan or by any relative of the borrower in India by crediting the

borrower’s loan account through the bank account of such relative.

9. Prevention of Anti-Money Laundering Act, 2002, (“PMLA”):

The PMLA requires banks, financial institutions, including HFCs, and financial intermediaries to mandatorily report to Government all suspicious transactions and those over a specified amount. As per the provisions of the PMLA, every banking company, financial institution and intermediary needs to maintain a record of all transactions, the nature and value of which is being prescribed in the rules framed under the PMLA. The PMLA deals with the offences under the following legislations:

i) Offences under the India Penal Code (part A) - eg. Waging or attempting to wage war, or abetting waging of war against the Government of India, Conspiring to commit offences punishable by s.121 against the state;

ii) Offences under the Narcotic Drugs and Psychotropic Substances Act, 1985- eg. Contravention in relation to opium poppy and opium.

iii) Offences under India Penal Code (part B) - eg. Murder, kidnapping for ransom, counterfeiting currency notes or bank notes.

iv) Offences under the Arms Act, 1959- eg. Knowingly purchasing arms from unlicensed person not entitled to purchase the same.

v) Offences under the Wildlife (Protection) Act, 1972- eg. Contravention of provisions of s.48 relating to purchase of animals etc by license.

248

vi) Offence under the Immoral Traffic (Prevention) Act, 1956- eg. Seducing or soliciting for purpose of prostitution.

vii) Offences under the Prevention of Corruption Act, 1988- eg. Taking gratification for exercise of personal influence, with public servant.

10. The Transfer of Property Act, 1882, (“TP Act”):

The T.P. Act deals with the various methods in which transfer of property including transfer of immovable

property or any interest in relation to such property, between individuals, firms and companies takes place. This mode of transfer between individuals is governed by the provisions of the T. P. Act, as opposed to the transfer of property or interest by the operation of law. The transfer of property as provided under the T.P. Act can be through the mode of sale, gift or exchange, etc., while an interest in the property can be transferred by way of a ‘lease’ or ‘mortgage’.

The T.P. Act stipulates the general principles relating to the transfer of property including among other things

identifying the categories of property that are capable of being transferred, the persons competent to transfer property, the validity of restrictions and conditions imposed on the transfer and the creation of contingent and vested interest in the property.

IN ADDITION TO THE ABOVE, OUR COMPANY AND OUR SUBSIDIARY ARE REQUIRED TO

COMPLY WITH THE PROVISIONS OF THE COMPANIES ACT, 1956, THE FOREIGN EXCHANGE

MANAGEMENT ACT, 1999, VARIOUS TAX RELATED LEGISLATIONS AND OTHER APPLICABLE

STATUTES.

249

SUMMARY OF KEY PROVISIONS OF ARTICLES OF ASSOCIATION

Pursuant to Schedule II of the Act the main provisions of the AOA relating to the issue and allotment of debentures and matters incidental thereto. Please note that the each provision herein below is numbered as per the corresponding article number in the AOA. All defined terms used in this section have the meaning given to them in the AOA. Any reference to the term “Article” hereunder means the corresponding article contained in the AOA. Pursuant to a resolution of the Board of Directors of our Company passed at their meeting held on May 22, 2012, the approval of the shareholders of our Company pursuant to a special resolution passed at their AGM held on June 1, 2012 and in accordance with provisions of Section 268 of the Act, an application has been made to the Central Government (Ministry of Corporate Affairs) vide letter dated July 2, 2012, for altering the existing Clause 130 of the Articles of Association of our Company, so that the office of a Whole Time Director on our Board, can be made liable to retire by rotation. Clause (2) of Article 8 provides that the rate of commission shall not exceed the rate of 5% (five percent) of the price at which the shares in respect whereof the same is paid are issued or an amount equal to 5% (five percent) of such price, as the case may be and in the cast of debentures 2.50% (two and a half percent) of the price at which the debentures In respect whereof the same is paid are issued or an amount equal to 21 % (two and a half percent) of such price, as the case may be. Article 37 provides that

1. the registration of transfers may be suspended at such times and for such period as the Board may from time to time, determine provided that such registration shall not be suspended for more than forty-five days in the aggregate in any year or for more than thirty days at any one time

2. there shall be no charge for

(a) registration of shares or debentures; (b) sub-division and/or consolidation of shares and debentures certificates and sub-division of

Letters of Allotment and split consolidation, renewal and pucca transfer receipts into denominations corresponding to the market unit of trading;

(c) sub-division of renounceable Letters of Right; (d) issue of new certificates in replacement of those which are decrepit or worn out or where the

cages on the reverse for recording transfers have been fully utilised; (e) registration of any powers of attorney letter of administration and similar other documents.

Article 42 provides that where the Company has knowledge through any of its principal officers within the meaning of Section 2 of the Estate Duty Act, 1963 of the death of any member of or debenture holder in the company it shall furnish to the controller within the meaning of such section, the prescribed particulars in accordance with that Act and the rules made there under and it shall not be lawful for the Company to register the transfer of any shares or debentures standing in the name of the deceased, unless the transferor has acquired such shares for valuable consideration or a certificate from the Controller is produced before the Company to the effect that the Estate Duty in respect of such shares and debentures has been paid or will be paid or that none is due, as the case may be. Article 65 provides that the Company may by ordinary resolution in general meeting

(a) consolidate and divide all or any of its capital into shares of larger amounts than its existing shares; (b) sub-divide its shares or any of them, into shares of smaller amounts than is fixed by the Memorandum of

Association, so however than in the sub-division the proportion between the amount paid and the amount, if any unpaid on each reduced share shall be the same as it was in the case of the share from which the reduced share is derived;

250

(c) cancel any share which, at the date of the passing of the resolution in that behalf have not been taken or

agreed to be taken by any person and diminish the amount of Its share capital by the amount of the shares so cancelled.

Article 107 provides that subject to the provisions of Sections 58A, 292 and 293 of the Act, and the Regulations thereunder and Directions issued by the RBI, the Directors may exercise all the powers of the company to borrow money and to mortgage or charge its undertaking, property (both present and future) and uncalled capital, or any part thereof and to issue debentures, debenture-stock and other securities whether outright or as security for any debt, liability or obligation of the Company or of any third party Article 108 provides that the payment or repayment of moneys borrowed as aforesaid may be secured in such manner and upon such terms and conditions in all respects as the Board may think fit and in particular by a resolution passed at a meeting of the Board (and not by circulation) by the issue of debenture or debenture stock of the Company charged upon all or any of the property of the Company (both present and future), including its uncalled capital for the time being.

Article 109 provides that any debentures, debenture-stock or other securities may be issued at a discount, premium or otherwise, may be made assignable free from any equities between the Company and person to whom the same may be issued and may be issued on the condition that they shall be convertible into shares of any authorised denomination, and with privileges and conditions as to redemption, surrender drawings, allotment of shares, attending (but not voting) at general meetings, appointment of Directors and otherwise, provided that debentures with the right to allotment of or conversion into shares shall not be issued except with the sanction of the Company in General Meeting Article 123 provides that

1. The Board may before recommending any dividend, set aside out of the profits of the Company such sums, as it may think proper as reserve or reserves which shall at the discretion of the Board, be applicable for any of the purposes to which the profits of the Company may be properly applied, including provision for meeting contingencies or for equalising dividends and pending such applications may at the like discretion either be employed in the business of the Company or be invested in such investments (other than shares of the Company) as the Board may from time to time, think fit.

2. The Board may also carry forward any profits which it may think prudent not to divide without setting them aside as a reserve.

Article 124 provides that

1. Subject to the rights of the persons, if any holding shares with special rights as to dividends, all dividends shall be declared and paid according to the amounts paid or credited as paid on the shares in respect whereof the dividend is paid.

2. No amount paid or credited as paid on shares in advance of calls shall be treated for the purposes of this

regulation as having been paid on the share.

3. All dividends shall be apportioned and paid proportionately to the amounts paid or credited as paid on the shares during any portion or portions of the period in respect of which the dividend is paid, but if any share is issued on terms providing that it shall rank for dividend as from a particular date such share shall rank for dividend accordingly.

251

MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION

The following contracts which are or may be deemed material have been entered or are to be entered into by the Company. These contracts and also the documents for inspection referred to hereunder, may be inspected at the Registered Office of the Company situated at D3, P3B, District Centre, Saket, New Delhi - 110017, India from 10.00 AM to 5 P.M on any business days from the date of this Prospectus until the date of closure of the Issue. A. Material Contracts

1. Engagement Letter dated August 24, 2012 received from the Company appointing the Lead

Managers. 2. Issue Agreement dated August 24, 2012 between the Company and the Lead Managers. 3. Memorandum of Understanding dated August 17, 2012 with the Registrar to the Issue. 4. Debenture Trustee Agreement dated August 22, 2012 executed between the Company and the

Debenture Trustee. 5. Escrow agreement dated September 5, 2012 executed by the Company, the Registrar, the Escrow

Collection Bank(s) and the Lead Managers. B. Material Documents

1. Certificate of Incorporation of the Company dated January 6, 1995, issued by Registrar of

Companies, N.C.T. of Delhi and Haryana. 2. Fresh Certificate of Incorporation of the Company dated September 23, 2004, issued by Registrar of

Companies, N.C.T. of Delhi and Haryana. 3. Certificate of Incorporation of the Company dated October 7, 2004, issued by Registrar of

Companies, N.C.T. of Delhi and Haryana. 4. Certificate of Incorporation of the Company dated April 4, 2006, issued by Registrar of Companies,

N.C.T. of Delhi and Haryana. 5. Memorandum and Articles of Association of the Company. 6. The certificate of registration No. B 14 - 02107 dated November 10, 2006 issued by Reserve Bank of

India u/s 45 IA of the Reserve Bank of India, 1934. 7. Credit rating letter dated August 16, 2012 from CARE and Credit rating letter dated August 24, 2012

from ICRA, granting credit ratings to the NCDs. 8. Copy of the Board Resolution dated July 31, 2012, approving the Issue. 9. Resolution passed by the shareholders of the Company at the Extraordinary General Meeting held on

August 16, 2011 approving the overall borrowing limit of Company. 10. Consents of the Directors, Lead Managers to the Issue, Debenture Trustee, Lead Brokers, Credit

Rating Agencies for the Issue,Legal Advisor to the Issue, Bankers to the Issue, Bankers to the Company, Refund Banker, the Registrar to the Issue, and the Tax Expert of our Company, to include their names in this Prospectus.

11. The consents of the Statutory Auditor of our Company, namely Price Waterhouse for inclusion of (a) their name as the Statutory Auditor, (b) examination reports on Summary Financial Information of our Company in the form and context in which they appear in this Prospectus, have been obtained and the same will be filed along with a copy of this Prospectus with the Designated Stock Exchange.

12. The consents of the Subsidiary Auditor, namely Price Waterhouse & Co. for inclusion of (a) their name as the Subsidiary Auditor, (b) examination reports on Summary Financial Information of our Subsidiary in the form and context in which they appear in this Prospectus, have been obtained and the same will be filed along with a copy of this Prospectus with the Designated Stock Exchange.

13. The examination report of the Statutory Auditor dated August 27, 2012 in relation to the Summary Financial Information of our Company included herein.

14. The examination report of the Subsidiary Auditor dated August 27, 2012 in relation to the Summary Financial Information of our Subsidiary included herein.

15. Statement of Tax Benefits and certificate thereon dated August 22, 2012, issued by the Dharam Raj and Company, Chartered Accountants, included herein.

16. Annual Reports of the Company for the last five Financial Years 2007 - 08 to 2011 - 12. 17. Due Diligence certificate dated September 7, 2012 filed by the Lead Managers with SEBI. 18. Tripartite Agreement dated April 27, 2005 between us, the Registrar to the Issue and NSDL

252

and dated December 2, 2010 between us, the Registrar to the Issue and CDSL and extended vide Letter of Extension dated August 16, 2011, respectively for offering depository option to the investors.

19. Copy of the shareholders’ resolution appointing the Managing Director of the Company dated November 14, 2011.

20. Shareholders Agreement dated December 23, 2009 between Equifax Credit Information Services Private Limited, EFX Holdings Limited, Bank of Baroda, Kotak Mahindra Prime Limited, Sundaram Finance Limited, Union Bank of India, Bank of India and our Company.

21. License User Agreement dated January 4, 2006 between Ranbaxy Holding Company and Religare Enterprises Limited and Amendment Agreement dated June 19, 2008 between Ranbaxy Holding Company and Religare Enterprises Limited and Amendment Agreement II dated October 1, 2010 between Ranbaxy Holding Company and Religare Enterprises Limited.

22. Service Provider Agreement dated January 21, 2010, between Maharishi Housing Development Finance Corporation Limited (now known as Religare Housing Development Finance Corporation Limited) and our Company, as amended.

23. Subscription Agreement dated May 30, 2011 between our Company, our Promoter and amendment letter dated August 12, 2011, second amendment agreement dated November 12, 2011 and third amendment agreement dated January 17, 2012.

24. Capitalisation Agreement dated July 28, 2011 between our Promoter and our Company 25. Subscription Agreement dated August 01, 2011 between our Company and ICICI Bank Limited. 26. Master Services Agreement dated October 1, 2011 between Religare Corporate Services Limited and

our Company. 27. Investment Agreement dated November 12, 2011 between Avigo PE Investments Limited,

Mauritius, our Promoter and our Company, subsequently amended on November 18, 2011; November 23, 2011 and February 24, 2012.

28. Investment Agreement dated December 29, 2011 between NYLIM Jacob Ballas India Fund III LLC, Mauritius our Promoter and our Company, subsequently amended on January 23, 2012.

29. Religare Finvest Limited Stock Option Scheme 2010. 30. In-principle approval dated September 3, 2012 for the Issue issued by BSE. 31. In-principle approval dated September 3, 2012 for the Issue issued by NSE.

253

DECLARATION

We, the Directors of the Religare Finvest Limited, certify that all applicable legal requirements in connection with the Issue, including all the relevant provisions of the Companies Act, 1956, the Debt Regulations and the guidelines issued by the Government of India, or the guidelines issued by the Securities and Exchange Board of India, established under Section 3 of the Securities and Exchange Board of India Act, 1992 and any other competent authority in this behalf, have been duly complied with and no statement made in this Prospectus is contrary to the provisions of the Companies Act, 1956, the Securities and Exchange Board of India Act, 1992 or the rules made or guidelines/regulations issued thereunder, as the case may be.

We further certify that this Prospectus does not omit disclosure of any material fact which may make the statements made therein, in light of circumstances under which they were made, misleading and that all statements in this Prospectus are true and correct. On behalf of the Board of Directors of RELIGARE FINVEST LIMITED: _________________________ MR. KAVI ARORA (Managing Director and Chief Executive Officer) ____________________________ MR. ANIL SAXENA (Director) _______________________ MR. SHACHINDRA NATH (Director) _______________________ MR. SUNIL KUMAR GARG (Director) _______________________ MR. BASAB MITRA (Director) _______________________ MR. PADAM NARAIN BAHL

(Independent Director) _______________________ MR. ACHAL GHAI

(Non Retiring Non Executive Director) _______________________ MR. SRINIVAS CHIDAMBARAM (Non Retiring Non Executive Director) _______________________ MR. VENKATA RAGHURAM RAJU KUNATHARAJU (Director) Place: New Delhi Date: September 7, 2012

RELIGARE FINVEST LIMITED - Kotak Investment...

Documents

Transcript of RELIGARE FINVEST LIMITED - Kotak Investment...