29 Apr 2017 | Livemint.com

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Reliance Capital Ltd.

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Reliance Capital Ltd. Accounting Policy

CORPORATE GOVERNANCE REPORT

Corporate governance philosophy

Reliance Capital follows the highest standards of corporate governance principles and best practices by adopting the "Reliance Group - Corporate Governance Policies and Code of Conduct" as is the norm for all constituent companies in the group. These policies prescribe a set of systems and processes guided by the core principles of transparency, disclosure, accountability, compliances, ethical conduct and the commitment to promote the interests of all stakeholders. The policies and the code are reviewed periodically to ensure their continuing relevance, effectiveness and responsiveness to the needs of our stakeholders.

Governance practices beyond regulatory requirements

Our governance practices go beyond the mere letter of statutory and regulatory requirements. With this in mind, we have formulated a number of policies and introduced the following set of governance practices:

A. Values and commitments

We have set out and adopted a policy document on 'Values and Commitments' of Reliance Capital. We believe that any business conduct can be ethical only when it rests on the nine core values viz. honesty, integrity, respect, fairness, purposefulness, trust, responsibility, citizenship and caring.

B. Code of ethics

Our policy document on 'Code of Ethics' demands that our employees conduct the business with impeccable integrity and by excluding any consideration of personal profit or advantage.

C. Business policies

Our 'Business Policies' cover a comprehensive range of issues such as fair market practices, inside information, financial records and accounting integrity, external communication, work ethics, personal conduct, policy on prevention of sexual harassment, health, safety, environment and quality.

D. Separation of the board's supervisory role from executive management

In line with best global practices, we have adopted the policy of separating the Board's supervisory role from the executive management. We have also split the posts of the Chairman  and CEO.

E. Prohibition of insider trading policy

This document contains the policy on prohibiting trading in the equity shares of the Company, based on insider or privileged information.

F. Policy on prevention of sexual harassment

Our policy on prevention of sexual harassment aims at promoting a productive work environment and protects individual rights against sexual harassment.

G. Whistle blower policy

Our Whistle blower policy encourages disclosure in good faith of any wrongful conduct on a matter of general concern and protects the whistle blower from any adverse personnel action.

It is affirmed that no personnel has been denied access to the Audit Committee.

H. Environment policy

The Company is committed to achieving excellence in environmental performance, preservation and promotion of clean environment. These are the fundamental concern in all our business activities.

I. Risk management

Our risk management procedures ensure that the management controls various business related risks through means of a properly defined framework.

J. Boardroom practices

a. Chairman

In line with the highest global standards of corporate governance, the Board has separated the Chairman's role from that of an executive in managing day-to-day business affairs.

b. Board charter

The Board of Directors has adopted a comprehensive charter, which sets out clear and transparent guidelines on matters relating to the composition of the Board, the scope and function of various Board Committees, etc.

c. Board committees

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreements, the Board constituted Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, Corporate Social Responsibility Committee, ESOS Compensation Committee and Risk Management Committee. The Board rotates the Chairman of these Committees.

d. Selection of independent directors

Considering the requirement of skill sets on the Board, eminent people having an independent standing in their respective field/profession, and who can effectively contribute to the Company's business and policy decisions are considered by the Nomination and Remuneration Committee, for appointment, as Independent Directors on the Board. The Committee, inter alia, considers qualification, positive attributes, area of expertise and number of Directorships and Memberships held in various committees of other companies by such persons. The Board considers the Committee's recommendation, and takes appropriate decision.

Every Independent Director, at the first meeting of the Board in which she / he participates as a Director and thereafter at the first meeting of the Board in every financial year, gives a declaration that she / he meets the criteria of independence as provided under law.

e. Tenure of independent directors

Tenure of independent directors on the Board of the Company shall not exceed the time period as per provisions of the Companies Act, 2013 and Listing Agreement entered into with the Stock Exchanges, amended from time to time.

f. Independent director's interaction with stakeholders

Member(s) of the Stakeholders Relationship Committee interact with stakeholders on their suggestions and queries, if any, which are forwarded to the Company Secretary.

g. Lead independent director

Recognising the need for a representative and spokesperson for the independent directors, the Board designated Shri V. N. Kaul, an independent director as the Lead Independent Director.

h. Familiarisation of board members

The Board members are periodically given formal orientation and training with respect to the Company's vision, strategic direction, core values including ethics, corporate governance practices, financial matters and business operations. The Directors are facilitated to get familiar with the Company's functions at the operational levels. Periodic presentations are made at the Board and Committee Meetings, on business and performance updates of the Company, global business environment, business strategy and risks involved. The Board members are also provided with the necessary documents / brochures, reports and internal policies to enable them to familiarise with the Company's procedures and practices.

Periodic updates and training programs for Board members are also conducted on relevant statutory changes and landmark judicial pronouncements encompassing important laws.

The details of programme for  familiarisation of independent directors is put on the website of the Company at the link <http://www.reliancecapital.co.in/> cg_policies.html.

i. Meeting of independent directors with operating team

The independent directors of the Company meet in executive sessions with the various operating teams as and when they deem necessary. These discussions may include topics such as operating policies and procedures, risk management strategies, measures to improve efficiencies, performance and compensation, strategic issues for Board consideration, flow of information to directors, management progression and succession and others, as the independent directors may determine. During these executive sessions, the independent directors have access to members of management and other advisors, as the independent directors may determine and deem fit.

j. Subsidiaries

All the subsidiaries of the Company are managed by their respective boards. Their boards have the rights and obligations to manage their companies in the best interest of their stakeholders. The Company monitors performance of subsidiary companies.

k. Commitment of directors

The meeting dates for the entire financial year are scheduled in the beginning of the year and an annual calendar of meetings of the Board and its Committees is circulated to the directors. This enables the directors to plan their commitments and facilitates attendance at the meetings of the Board and its Committees.

K. Governance practices being followed to promote the interests of our stakeholders

The Company has introduced several trend setting governance practices to improve stakeholders' satisfaction. Some of the major ones among them are:

1. Customers

The Company has taken various customer caring initiatives, by providing comprehensive online support as well as world class call centre backed up by established customer relationship management system across  all businesses. The efficiency of complaint and query management and service levels are monitored by the businesses on a continual basis.

2. Employees

In our relentless pursuit of driving operational excellence and our resolve to make Reliance Capital a "Great Place to Work", the focus is on evolving efficient and agile organisation structures, relentlessly driving capability, leadership and culture building and acquiring, developing and retaining high quality talent. The Company reviews and revise the HR policies constantly to align to the market and industry benchmarks and making them increasingly transparent and employee friendly. These policies have been extensively communicated to employees and automated.

The Company has a dedicated service portal which offers various online HR services and facilities to employees. Some of these facilities are; details of current and past salaries, income-tax computations, attendance and leave management, goal setting with relevant Key Performance Indicators (KPIs), potential assessment module, performance evaluation system, feedback mechanism, reward and recognition policy, grievance redressal system, exit interviews, training and development module, etc.

The Company regularly conducts an employee engagement survey through an independent external organisation aimed to identify the areas of strengths as well as those which need improvement. The results of this survey are communicated to all employees and appropriate action is initiated to enhance employee satisfaction based on their feedback. As a means of providing accelerated career growth to high performing talent, the Company has a pilot program of assessment centers, wherein employees who have a proven track record are put through a rigorous assessment program for higher role.

The Company has institutionalised a leadership development process, linked to Reliance DNA & leadership competencies, which identifies high potential talent on a periodic basis and provides necessary learning interventions to help them take on larger responsibilities and roles.

3. Shareholders

The Company recognises the importance of two-way communication with shareholders and of giving a balanced report of results and progress and responds to questions and issues raised in a timely and consistent manner. To ensure this, the Company's corporate website; www.reliancecapital.co.in has information for institutional and retail shareholders alike. Shareholders seeking information may contact the Company directly throughout the year. They also have an opportunity to ask questions in person at the General Meeting.

4. Lenders

The Company has been prompt in honouring all debt obligations to its lenders.

5. Society

The Company, in keeping with its Corporate Social Responsibility policy, focuses on healthcare, education, and other social initiatives.

L. Role of the Company Secretary in Governance Process

The Company Secretary plays a key role in ensuring that the Board procedures are followed and regularly reviewed. The Company Secretary ensures that all relevant information, details and documents are made available to the directors and senior management for effective decision making at the meetings. The Company Secretary is primarily responsible, to assist and advise the Board in the conduct of affairs of the Company, to ensure compliance with applicable statutory requirements and Secretarial Standards, to provide guidance to directors and to facilitate convening of meetings. He interfaces between the management and regulatory authorities for governance matters. All the directors of the Company have access to the advice and services of the Company Secretary.

M. Independent Statutory Auditors

The Company's accounts are audited by a panel of two leading independent audit firms namely:

1. M/s. Chaturvedi & Shah, Chartered Accountants

2. M/s. B S R & Co. LLP, Chartered Accountants

N. Compliance with the code and rules of Luxembourg Stock Exchange

The Global Depository Receipts (GDRs) issued by the Company are listed on the Luxembourg Stock Exchange (LSE). The Company has reviewed the code on corporate governance of LSE and the Company's corporate governance practices conform to these codes and rules.

0. Compliance with Clause 49 of the listing agreement

The Company is fully compliant with the mandatory requirements of Clause 49 of the listing agreement formulated by the Securities and Exchange Board of India.

We present our report on compliance of governance conditions specified in Clause 49 of the listing agreement:

1. Board of Directors

1. Board composition - Board strength and representation

* Appointed as Woman Director liable to retire by rotation on September 30, 2014 and designated as an Independent Director w.e.f. May 29, 2015.

* Appointed as an Executive Director w.e.f. May 29, 201 5 and upon his appointment Shri V. R. Mohan ceased to hold the office of Manager.

Notes:

a. None of the directors is related to any other director.

b. None of the directors has any business relationship with the Company.

c. None of the directors has received any loans and advances from the Company during the year.

All the independent directors of the Company furnish a declaration at the time of their appointment as also annually that they qualify the conditions of their being independent. All such declarations are placed before the Board.

2. Conduct of Board proceedings

The day-to-day business is conducted by the executives and the business heads of the Company under the direction of the Board. The Board holds minimum four meetings every year to review and discuss the performance of the Company, its future plans, strategies and other pertinent issues relating to the Company.

The Board performs the following specific functions in addition to overseeing the business and the management:

a. Reviewing and guiding corporate strategy, major plans of action, risk policy, annual budgets and business plans; setting performance objectives; monitoring implementation and corporate performance; and overseeing major capital expenditures, acquisitions and divestments.

b. Monitoring the effectiveness of the Company's governance practices and making changes as needed.

c. Selecting, compensating, monitoring and, when necessary, replacing key executives and overseeing succession planning.

d. Aligning key executive and board remuneration with the longer term interests of the Company and its shareholders.

e. Ensuring a transparent board nomination process with the diversity of thought, experience, knowledge, perspective and gender in the Board.

f. Monitoring and managing potential conflicts of interest of management, board members and shareholders, including misuse of corporate assets and abuse in related party transactions.

g. Ensuring the integrity of the Company's accounting and financial reporting systems, including the independent audit, and that appropriate systems of control are in place, in particular, systems for risk management, financial and operational control, and compliance with the law and relevant standards.

h. Overseeing the process of disclosure and communications.

i. Monitoring and reviewing Board Evaluation framework.

3. Board meetings

The Board held eight meetings during the financial year 2014-15 on May 2, 2014, July 4, 2014, August 14, 2014, November 14, 2014, November 26, 2014, December 25, 2014, February 12, 2015 and March 12, 2015. The  maximum time gap between any two meetings during the year under review was 92 days and the minimum gap was 12 days.

The Board periodically reviews compliance reports of all laws applicable to the Company.

4. Standards issued by ICSI

Pursuant to the provisions of Section 118 (10) of the Companies Act, 2013, compliance with secretarial standards relating to General and Board Meeting specified by the Institute of Company Secretaries of India (ICSI) as approved by the Central Government have become mandatory from July  1, 2015.

Notwithstanding the above, the Company has been substantially adhering voluntarily to the other standards issued by the ICSI.

5. Attendance of directors

* Appointed as a Director w.e.f. September 30, 2014. Notes:

a. None of the directors hold directorships in more than 20 companies of which directorship in public companies does not exceed 10 in line with the provisions of Section 165 of the Companies Act, 2013.

b. None of the directors hold membership of more than 10 committees of board, nor, is a chairman of more than 5 committees of board.

c. The information provided above pertains to the following committees in accordance with the provisions of Clause 49 of the listing agreement: (i) Audit Committee, and (ii) Stakeholders Relationship Committee.

d. Membership of committees include chairmanship, if any.

The Company's Independent Directors meet at least once in every Financial Year without the attendance of Non Independent Directors and Management Personnel. Two meetings of the Independent Directors were held during the year.

6. Details of directors

The abbreviated resumes of all the directors are furnished hereunder:

Shri Anil D. Ambani, 56, is the Chairman of our Company, Reliance Communications Limited, Reliance Infrastructure Limited and Reliance Power Limited. He is also on the Board of Directors of Reliance Defence Limited. He is the President of the Dhirubhai Ambani Institute of Information and Communication Technology, Gandhinagar, Gujarat. He is a member of Stakeholders Relationship Committee of Reliance Communications Limited.

With a master's degree from the Wharton School of the University of Pennsylvania, Shri Ambani is credited with having spearheaded the Reliance Group's first forays into the overseas capital markets with international public offerings of global depository receipts, convertibles and bonds. Shri Ambani has been associated with a number of prestigious academic institutions in India and abroad:

• Member of Wharton Board of Overseers, the Wharton  School, U.S.A.

• Member of the Presidents Global Counsel, New York University, U.S.A.

• Member of Advisory Board of Warwick Business School,  UK

• One of the Founders of Indian School of Business (ISB), Hyderabad. ISB has established formal partnership with International Business Schools- Wharton and Kellogg.

The Prime Minister of India nominated Shri Ambani as the Co-Chair from the Indian side of the India-China CEO Forum, Member of the US-India CEO Forum, Member of the Indo-French CEO Forum and Member of the India-Canada CEO Forum.

As on March 31, 2015, Shri Anil D. Ambani held 2,73,891 shares in the Company.

Shri Amitabh Jhunjhunwala, 58, is a Fellow Chartered Accountant. He has had a wide exposure in developing, strategising and overseeing businesses in financial services, power, telecommunication and entertainment sectors. Currently, he oversees and leads businesses in financial services and entertainment sectors of the Reliance Group. He has experience in the areas of finance, commercial, banking accounts and general management. Shri Jhunjhunwala is the Group Managing Director of Reliance Group. He is a Vice Chairman of Reliance Capital Limited and also a director on the Board of Reliance Anil Dhirubhai Ambani Group Limited. Shri Amitabh Jhunjhunwala is a member of Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, ESOS Compensation Committee and Corporate Social Responsibility Committee of the Company. He does not hold any share in the Company as of March 31, 2015.

Shri Rajendra P. Chitale, 54, a law graduate and an eminent Chartered Accountant, is a Managing Partner of Chitale & Associates (one of India's leading boutique structuring and tax advisory firm) and M. P. Chitale & Co. (one of the India's leading accounting and consulting firms). He has served as a member of the Insurance Advisory Committee of the Insurance Regulatory and Development Authority of India (IRDA), the Working Group on Insurance, Pensions, Small Savings, etc., Financial Sector Legislative Reforms Commission, Government of India; the Takeover Panel of the Securities & Exchange Board of India, Investor Education & Protection Fund Committee, Government of India, the Advisory Committee on Regulations of the Competition Commission of India, and the Maharashtra Board for Restructuring of State Enterprises, Government of Maharashtra. He has served as a director on the boards of Life Insurance Corporation of India, Unit Trust of India, Small Industries Development Bank of India, National Stock Exchange of India Ltd., Asset Reconstruction Company (India) Ltd., SBI Capital Markets Ltd. and National Securities Clearing Corporation Limited. He currently serves as a director on the boards of several large companies including Hinduja Ventures Limited, Ambuja Cements Limited, Hinduja Global Solutions Limited, The Clearing Corporation of India Limited, JM Financial Asset Management Limited, Reliance Life Insurance Company Limited and Reliance General Insurance Company Limited. Shri Rajendra P. Chitale is the Chairman of Audit Committee and Nomination and Remuneration Committee and a member of Stakeholders Relationship Committee and ESOS Compensation Committee of the Company. He is the Chairman of Audit Committee of Ambuja Cements Limited and The Clearing Corporation of India Limited and a member of the Audit Committee of Hinduja Ventures Limited, Hinduja Global Solutions Limited, Reliance General Insurance Company Limited and Reliance Life Insurance Company Limited. He is the Chairman of Stakeholders Relationship Committee of Ambuja Cements Limited. He does not hold any share in the Company as of March 31, 2015.

Dr. Bidhubhusan Samal, 72, Master in Agriculture (Gold Medallist) and doctorate in Economics from Kalyani University, West Bengal. He is also a Post Graduate Diploma holder in Bank Management from the National Institute of Bank Management, Pune. He has more than 30 years of work experience in the field of Banking, Securities Markets and Industrial Finance. He has served as Chairman and Managing Director of Allahabad Bank, Chairman and Managing Director of Industrial Investment Bank of India and as Member of the Securities Appellate Tribunal.

He is a Director on the Board of May Fair Hotels and Resorts Limited, Industrial Investment Trust Limited, IITL Projects Limited, Vipul Limited, World Resorts Limited, T.K. International Limited and Future Generali India Life Insurance Company Limited. He is the Chairman of Stakeholders Relationship Committee, ESOS Compensation Committee  and Corporate Social Responsibility Committee and a member of Audit Committee and Nomination and Remuneration Committee of the Company. He is the Chairman of Audit Committee of Vipul Limited and T.K. International Limited and a member of Audit Committee of MayFair Hotels and Resorts Limited and IITL Projects Limited. He is also member of Stakeholders Relationship Committee of Industrial Investment Trust Limited. He does not hold any share in the Company as of March 31, 2015.

Shri V. N. Kaul, 72, is a former Comptroller and Auditor General of India (C&AG) who was awarded Padma Bhushan in 2014. He has been Vice Chairman of the United Nations Independent Audit Advisory Committee, New York, from 2008 to 2011. Prior to his appointment as C&AG, Shri Kaul held senior positions in Government and in the United Nations. In Government he was, inter alia, Secretary to the Government of India in the Ministries of Petroleum and Natural Gas, Chemicals and Fertilizers and Coal. Earlier he served as Principal Secretary, Finance and Secretary, Commerce and Industry in Madhya Pradesh. He has served as a director in many private and public sector companies and he has been on the Governing Boards of International Bodies. From 1991 to 1998 he was seconded to the United Nations -ESCAP, Bangkok as Advisor, Trade Policy and Negotiations for Asia - Pacific Region.

Shri Kaul holds a Masters degree from the University of Delhi and later he was on a Colombo Plan fellowship at the University of Manchester, U.K. He is currently a member of the Eminent Persons Advisory Group (EPAG), constituted by the Competition Commission of India, to give broad inputs and advice on larger issues impacting markets and competition. He is also a member of the Oversight Committee constituted to advise and oversee the process of monetization of immovable property of Air India. Shri V. N. Kaul is the Chairman of Risk Management Committee and a member of Audit Committee, Corporate Social Responsibility Committee and ESOS Compensation Committee of the Company. He does not hold any share in the Company as of March 31, 2015.

Smt. Chhaya Virani, 60, graduated from Mumbai University with a bachelors' degree in Arts. She also acquired a bachelors' degree in legislative laws from the Government Law College in 1 976. She is a partner in M/s. ALMT Legal Advocates and Solicitors. She is a Director on the Board of Reliance Infratel Limited and Reliance General Insurance Company Limited. She is a member of Stakeholders Relationship Committee and Risk Management Committee of the Company. She does not hold any share in the Company as of March 31, 2015.

Shri Soumen Ghosh, 55, is a Chartered Accountant from England and a Mechanical Engineer. He worked as the Regional CEO of Middle East and India Sub Continent region of Allianz, a German insurance company and as CEO of Bajaj Allianz Life and General Insurance.

He is the Executive Director and Group CEO of Reliance Capital and also a Director on the Board of Reliance General Insurance Company Limited, Reliance Life Insurance Company Limited, Reliance Capital Asset Management Limited, Reliance Home Finance Limited, Reliance Capital Pension Fund Limited, Reliance Exchangenext Limited and Reliance AIF Management Company Limited. He is a member of Risk Management Committee of the Company. He is a member of Audit Committee of Reliance General Insurance Company

Limited, Reliance Capital Asset Management Limited and Reliance Capital Pension Fund Limited. He is a member of Board Audit and Compliance Committee and Board Share Transfer and Allotment Committee of Reliance Life Insurance Company Limited. He does not hold any share in the Company as of March 31, 2015.

7. Insurance coverage

The Company has obtained Directors' and Officers liability insurance coverage in respect of any legal action that might be initiated against directors / officers of the Company and its subsidiary companies.

II. Audit Committee

In terms of Clause 49 of the listing agreement as well as Section 177 of the Companies Act, 2013 and Systemically Important Non-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2015 the Board has constituted the Audit Committee of the Board of Directors.

The Audit Committee comprises of three independent non-executive directors and one non-independent non executive director of the Company viz. Shri Rajendra P. Chitale as Chairman, Dr. Bidhubhusan Samal, Shri V. N. Kaul and Shri Amitabh Jhunjhunwala as Members. All the members of the Committee possess financial / accounting expertise / exposure.

The Audit Committee, inter alia, advises the management on the areas where systems, processes, measures for controlling and monitoring revenue assurance, internal audit and risk management can be improved.

The minutes of the meetings of the Audit Committee are placed before the Board.

Pursuant to the Companies Act, 2013, the Board has approved the terms of reference of the Audit Committee as under:

1. Oversight of the company's financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;

2. Recommendation for appointment, remuneration and terms of appointment of auditors of the company;

3. Approval of payment to statutory auditors for any other services rendered by the statutory auditors;

4. Reviewing, with the management, the annual financial statements and auditor's report thereon before submission to the board for approval, with particular reference to:

a. matters required to be included in the Director's Responsibility Statement to be included in the Board's report in terms of clause (c) of sub-section 3 of Section 134 of the Companies Act, 2013

b. Changes, if any, in accounting policies and practices and reasons for the same

c. Major accounting entries involving estimates based on the exercise of judgment by management

d. Significant adjustments made in the financial statements arising out of audit findings

e. Compliance with listing and other legal requirements relating to financial statements

f. Disclosure of any related party transactions

g. Qualifications in the draft audit report.

5. Reviewing, with the management, the quarterly financial statements before submission to the board for approval;

6. Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter;

7. Review and monitor the auditor's independence and performance, and effectiveness of audit process;

8. Subject to and conditional upon the approval of the Board of Directors, approval of Related Party Transactions (RPTs) or subsequent modifications thereto. Such approval can be in the form of omnibus approval of RPT subject to conditions not inconsistent with the conditions specified in Clause 49(VII)(D) of the listing agreement. Such approval shall not be required for transactions with a wholly owned subsidiary whose accounts are consolidated with the Company;

9. Subject to review by the Board of Directors, review on quarterly basis, of RPTs entered into by the Company pursuant to each omnibus approval given pursuant to (8) above;

10. Scrutiny of inter-corporate loans and investments;

11. Valuation of undertakings or assets of the company, wherever it is necessary;

12. Review the Company's established system and processes of internal financial controls and risk management systems;

13. Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems;

14. Reviewing the adequacy of internal audit function, if any, 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;

15. Discussion with internal auditors of any significant findings and follow up there on;

16. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board;

17. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;

18. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;

19. To review the functioning of the Whistle Blower mechanism;

20. Approval of appointment of CFO (i.e., the whole-time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience and background, etc. of the candidate;

21. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.

Explanation (i): The term "related party transactions" shall have the same meaning as provided in Clause 49 (VII) of the Listing Agreement.

The audit committee is also authorised to:

1. To investigate any activity within its terms of reference.

2. To seek any information from any employee.

3. To obtain outside legal or other professional advice.

4. To secure attendance of outsiders with relevant expertise, if it considers necessary.

5. To call for comments from the auditors about internal controls systems and the scope of audit, including the observations of the auditors;

6. To review financial statements before submission to the Board; and

7. To discuss any related issues with the internal and statutory auditors and the management of the Company

The meetings considered all the points in terms of its reference at periodic intervals.

Shri V. R. Mohan, President & Company Secretary acts as the Secretary to the Audit Committee.

During the year, the Committee discussed with the Company's auditors the overall scope and plans for the independent audit.

The Management represented to the Committee that the Company's financial statements were prepared in accordance with prevailing laws and regulations.

The Committee discussed the Company's audited financial statements, the rationality of significant judgments and the clarity of disclosures in the financial statements. Based on the review and discussions conducted with the Management and the auditors, the Audit Committee believes that the Company's financial statements are fairly presented in conformity with prevailing laws and regulations in all material aspects.

The Committee has also reviewed the internal controls put in place to ensure that the accounts of the Company are properly maintained and that the accounting transactions are in accordance with the prevailing laws and regulations. In conducting such reviews, the Committee found no material discrepancy or weakness in the internal control systems of the Company. The Committee also reviewed the financial policies of the Company and expressed its satisfaction with the same. The Committee, after review expressed its satisfaction on the independence of both the internal and the statutory auditors.

III. Nomination and Remuneration Committee

The Nomination and Remuneration Committee was constituted pursuant to Section 178 of the Companies Act, 2013 and Clause 49 of the Listing Agreement and comprises of three directors, viz. Shri Rajendra P. Chitale as Chairman, Shri Amitabh Jhunjhunwala and Dr. Bidhubhusan Samal as Members.

The Managerial Remuneration Policy has been provided as an Annexure to the Director's Report.

Shri V. R. Mohan, President & Company Secretary acts as the Secretary to the Nomination and Remuneration Committee.

Pursuant to the Companies Act, 2013 and the Listing Agreement, the terms of reference of the Committee, inter alia, include the following:

1. process for selection and appointment of new directors and succession plans.

2. recommend to the Board from time to time, a compensation structure for directors and the senior management personnel.

3. to identify persons who are qualified to be appointed in Senior Management in accordance with the criteria laid down and to recommend their appointment and/or removal to the Board.

4. to formulate the criteria for evaluation of Independent Directors and the Board and the committees thereof.

5. to carry out evaluation of every director's performance.

6. to devise a policy on board diversity.

The Members at the 24th Annual General Meeting held on September 28, 2010, had approved payment of commission upto 3 per cent of the net profits of the Company for a period of 5 (five) years from the financial year commencing from April 1, 2011 to non executive directors, who were not in the whole time employment, upto the limits laid down under the provisions of Section 309(4) of the Companies Act, 1956 corresponding of Section 197 of the Companies Act, 2013, computed in the manner specified in the Act.

The Nomination and Remuneration Committee held its meetings on August 13, 2014 and November 13, 2014 which were attended by all the Committee Members.

Criteria for making payments to non executive directors

The remuneration to non executive directors is benchmarked with the relevant market and performance oriented, balanced between financial and sectoral market, comparative scales, aligned to Corporate goals, role assumed and number of meetings attended.

a. There were no other pecuniary relationships or transactions of non-executive directors vis-a-vis the Company.

b. The Company has so far not issued any stock options to its Directors.

c. Pursuant to the limits approved by the Board, all directors being non-executive, were paid sitting fees of Rs. 20,000/- for attending each meeting of the Board and its committees. The sitting fee has been revised to Rs. 40,000/- for attending each meeting of the Board and its committees w.e.f. July 4, 2014.

d. Remuneration by way of commission to the non executive directors was paid for the financial year 2013-14.

IV. Stakeholders Relationship Committee

Pursuant to provisions of Section 178 of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Company has constituted Stakeholders Relationship Committee to resolve the grievances of all the stakeholders of the Company and to perform all other work. The Committee was reconstituted on November 14, 2014 and comprises of Dr. Bidhubhusan Samal as Chairman, Shri Rajendra P. Chitale, Shri Amitabh Jhunjhunwala and Smt. Chhaya Virani as Members.

Attendance at the meeting of the Stakeholders Relationship Committee held during 2014 - 2015.

The Stakeholders Relationship Committee held its meetings on May 2, 2014, August 14, 2014, November 13, 2014, January 23, 201 5 and February 11, 2015. The maximum time gap between any two meetings during the year under review was 104 days and the minimum gap was 19 days.

V. Compliance Officer

Shri V. R. Mohan, President & Company Secretary, is the Compliance Officer for complying with the requirements of various provisions of Law, Rules, Regulations applicable to the Company including SEBI Regulations and the Listing Agreements executed with the Stock Exchanges.

VI. Employees Stock Option Scheme (ESOS) Compensation Committee

The ESOS Compensation Committee comprises of four directors viz. Dr. Bidhubhusan Samal as Chairman, Shri Rajendra P. Chitale, Shri Amitabh Jhunjhunwala and Shri V. N. Kaul as Members.

Shri V. R. Mohan, President & Company Secretary acts as the Secretary to the ESOS Compensation Committee.

During the year, no meeting of ESOS Compensation Committee was held.

VII. Employee Stock Option Scheme

In order to share the growth in value and reward the employees for having participated in the success of the Company, our Employee Stock Option Scheme (the "Scheme") has been implemented by the Company to the eligible employees based on specified criteria, under Employee Stock Option Plans A and B.

The Plans are prepared in due compliance of the Scheme, Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 and other applicable laws, which were in compliance with the requirements of Securities and Exchange Board of India (Share Based Employee Benefits) Regulations,  2014.

VIII. Corporate Social Responsibility (CSR) Committee

Pursuant to provisions of the Companies Act, 2013, the Company has constituted CSR Committee. The Committee consists of Dr. Bidhubhusan Samal as Chairman, Shri Amitabh Jhunjhunwala and Shri V. N. Kaul as Members. The Committee's prime responsibility is to assist the Board in discharging its social responsibilities by way of formulating and monitoring implementation of the framework of 'Corporate Social Responsibility Policy'.

The CSR Committee has formulated a CSR policy indicating the activities to be undertaken by the Company.

The Committee's constitution and terms of reference meet with the requirements ofthe Companies Act, 2013.

During the year, the Corporate Social Responsibility (CSR) Committee held its meeting on November 13, 2014 which was attended by all the Committee Members.

Shri V. R. Mohan, President & Company Secretary acts as the Secretary to Corporate Social Responsibility Committee.

IX. Risk Management Committee

Pursuant to the requirement of Clause 49 of the Listing Agreement and the Companies Act, 2013, the Risk Management Committee was reconstituted by the Board of Directors of the Company on November 14, 2014. The Committee comprises of Shri V. N. Kaul as Chairman, Smt. Chhaya Virani and Shri Soumen Ghosh as Members

The Committee is authorized to discharge its responsibilities under the provisions of the Companies Act, 2013 and Listing Agreement executed with the Stock Exchanges as follows:

1. Oversee and approve the risk management, internal compliance and control policies and procedures of the Company.

2. Oversee the design and implementation of the risk management and internal control systems (including reporting and internal audit systems), in conjunction with existing business processes and systems, to manage the Company's material business risks.

3. Set reporting guidelines for management.

4. Establish policies for the monitoring and evaluation of risk management systems to assess the effectiveness of those systems in minimizing risks that may impact adversely on the business objectives of the Company.

5. Oversight of internal systems to evaluate compliance with corporate policies.

6. Provide guidance to the Board on making the Company's risk management policies.

7. Subsidiary companies monitoring framework.

XV. Disclosures

a. There has been no non-compliance by the Company on any matter related to capital markets during the last three years. No penalties or strictures have been imposed on the Company by the Stock Exchanges or SEBI or any other Statutory Authority.

b. Related party transactions

During the financial year 2014-15, no transactions of material nature had been entered into by the Company that may have a potential conflict with interest of the Company. The details of related party transactions are disclosed in Notes to Accounts.

c. Accounting treatment

In the preparation of financial statements, the Company has followed the Accounting Standards as prescribed under Companies (Accounting Standard) Rules, 2006, as applicable. The Accounting Policies followed by the Company to the extent relevant, are set out elsewhere in this Annual Report.

d. Risk management

The Company has laid down a robust Risk Management Policy, defining Risk profiles involving Strategic, Technological, Operational, Financial, Organisational, Legal and Regulatory risks within a well defined framework. The Risk Management Policy acts as an enabler of growth for the Company by helping its businesses to identify the inherent risks, assess, evaluate and monitor these risks continuously and undertake effective steps to manage these risks.

Shri V. N. Kaul acts as the Chairman and Smt. Chhaya Virani and Shri Soumen Ghosh, Directors are members of Risk Management Committee (RMC). The Committee periodically reviews the robustness of the

Risk Management Policy. The periodical update on the risk management practices and mitigation plan of the Company and subsidiaries are presented to the Audit Committee and Board of Directors. The Audit Committee and Board periodically review such updates and findings and suggest areas where internal controls and risk management practices can be improved.

Asset Liability Committee (ALCO) consisting of senior management executives, monitors liquidity and interest rate risks of the Company. The functioning of ALCO is reviewed by the RMC which meets on quarterly basis and reports to the Board of Directors.

Prevention of Money Laundering Customer Know Your Policy

In keeping with specific requirements for Non-Banking Financial Companies the Company has also formulated a Prevention of Money Laundering and Know Your Customer Policy.

f. Code of Conduct

The Company has adopted the code of conduct and ethics for directors and senior management. The Code has been circulated to all the members of the Board and senior management and the same has been posted on the Company's website www.reliancecapital.co.in The Board members and senior management have affirmed their compliance with the code and a declaration signed by the Executive Director & Group CEO of the Company is given below:

"It is hereby declared that the Company has obtained from all members of the Board and senior management personnel affirmation that they have complied with the Code of Conduct for Directors and Senior Management ofthe Company for the year 2014 - 15".

XVI. Policy on insider trading

The Company has formulated a Reliance Capital Limited -Code of Conduct for Prevention of Insider Trading and Code for Fair Disclosure of Unpublished Price Sensitive Information (Code) in accordance with the guidelines specified under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The Board has appointed Shri V. R. Mohan, President & Company Secretary as the Compliance Officer under the Code responsible for complying with the procedures, monitoring adherence to the rules for the preservation of price sensitive information, pre-clearance of trade, monitoring of trades and implementation of the Code under the overall supervision of the Board. The Company's Code, inter alia, prohibits purchase and/or sale of shares of the Company by an insider, while in possession of unpublished price sensitive information in relation to the Company and also during certain prohibited periods. The Company's Code is available on the Company's website.

XVIII. Compliance with non-mandatory requirements

1. The Board

Our Chairman is a non-executive Chairman and is entitled to maintain Chairman's office at the Company's expense and also allowed reimbursement of expenses incurred in performance of his duties.

2. Audit qualifications

There are no audit qualifications on the financial statements of the Company for the year 2014-15.

3. Separate posts of Chairman and CEO

The Company appointed Shri Soumen Ghosh as CEO of the Company. Thus Company maintains separate posts of Chairman and CEO.

4. Reporting of Internal Auditor

The internal auditor reports directly to the Audit Committee of the Company

XIX. General shareholder information

The mandatory and various additional information of interest to investors are voluntarily furnished in a separate section on investor information in this annual report.

Auditors' certificate on corporate governance

The Auditors' certificate on compliance of Clause 49 of the listing agreement relating to corporate governance is published elsewhere in this Report.

Review of governance practices

We have in this Report attempted to present the governance practices and principles being followed at Reliance Capital, as evolved over a period, and as best suited to the needs of our business and stakeholders.

Our disclosures and governance practices are continually revisited, reviewed and revised to respond to the dynamic needs of our business and ensure that our standards are at par with the globally recognised practices of governance, so as to meet the expectations of all our stakeholders.

Investor Information Important points

Hold securities in dematerialised form

Investors should hold their securities in dematerialised form as the same is beneficial due to following:-

• A safe and convenient way to hold securities;

• Elimination of risks associated with physical certificates such as bad delivery, fake securities, delays, thefts, etc.

• Immediate transfer of securities;

• No stamp duty on electronic transfer of securities;

• Reduction in transaction cost;

• Reduction in paperwork involved in transfer of securities;

• No odd lot problem, even one share can be traded;

• Availability of nomination facility;

• Ease in effecting change of address as change with Depository Participants gets registered with all companies in which investor holds securities electronically;

• Easier transmission of securities as the same done by Depository Participants for all securities in demat account;

• Automatic credit into demat account of shares, arising out of bonus/split/consolidation/merger etc.

Hold securities in consolidated form

Investors holding shares in multiple folios are requested to consolidate their holdings in single folio. Holding of securities in one folio enables shareholders to monitor the same with ease.

Furnish bank details and get dividend directly credited in bank account

Investors should avail the Electronic Clearing Services for payment of dividend as the same reduces risk attached to physical dividend warrants. Some of the advantages of payment through electronic credit services are as under:

• Avoidance of frequent visits to banks for depositing the physical instruments.

• Prompt credit to the bank account of the investor through electronic clearing.

• Fraudulent encashment of warrants is avoided.

• Exposure to delays / loss in postal service avoided.

• As there can be no loss in transit of warrants, issue of duplicate warrants is avoided.

Printing of bank account numbers, names and addresses of bank branches on dividend warrants provide protection against fraudulent encashment of dividend warrants. Members are requested to provide, the same to the Company's RTA for incorporation on their dividend warrants.

Register for SMS alert facility

Investor should register with Depository Participants for the SMS alert facility. Both National Securities Depository Limited and Central Depository Services (India) Limited alert investors through SMS of the debits and credits in their demat account.

Submit nomination form and avoid transmission hassle

Nomination helps nominees to get the shares transmitted in their favour without any hassles. Investors should get the nomination registered with the Company in case of physical holding and with their Depository Participants in case of shares are held in dematerialised form.

Form may be downloaded from the Company's website, www. reliancecapital.co.in under the section "Investor Relations". However, if shares are held in dematerialised form, nomination has to be registered with the concerned Depository Participants directly, as per the form prescribed by the Depository Participants.

Deal only with SEBI registered intermediaries

Investors should deal with SEBI registered intermediary so that in case of deficiency of services, investor may take up the matter with  SEBI.

Corporate benefits in electronic form

Investor holding shares in physical form should opt for corporate benefits like split/ bonus etc. in electronic form by providing their demat account details to Company's RTA.

Register e-mail address

Investors should register their e-mail address with the Company/ Depository Participants. This will help them in receiving all communication from the Company electronically at their e-mail address. This also avoids delay in receiving communications from the Company. Prescribed form for registration may please be downloaded from the Company's website.

Course of action in case of non-receipt of dividend, revalidation of dividend warrant etc.

Shareholders may write to the Company's RTA, furnishing the particulars of the dividend not received, and quoting the folio number/DP ID and Client ID particulars (in case of dematerialised shares). On expiry of the validity period, if the dividend warrant still appears as unpaid in records, duplicate warrant will be issued. The Company's RTA would request the concerned shareholder to execute an indemnity before issuing the duplicate warrant. However, duplicate warrants will not be issued against those shares wherein a 'stop transfer indicator' has been instituted either by virtue of a complaint or by law, unless the procedure for releasing the same has been completed. Shareholders are requested to note that they have to wait till the expiry of the validity of the original warrant before a duplicate warrant is issued to them, since the dividend warrants are payable at par at several centres across the country and the banks do not accept 'stop payment' instructions on the said warrants.

Facility for a Basic Services Demat Account (BSDA)

SEBI has stated that all the depository participants shall make available a BSDA for the shareholders who have only one demat account with (a) No Annual Maintenance Charges (AMC) if the value of holding is up to Rs. 50,000 and (b) AMC not exceeding Rs. 100 for value of holding from Rs. 50,001 to Rs. 2,00,000. (Refer Circular CIR/MRD/DP/22/201 2 dated August 27, 2012).

Annual General Meeting

The 29th Annual General Meeting (AGM) will be held on  Wednesday, September 30, 201 5 at 10:00 A.M., at Birla Matushri Sabhagar, 19, New Marine Lines, Mumbai 400 020.

E-voting

The Members can cast their vote online from 10:00 A.M. on September 27, 2015 to 5:00 P.M. on September 29, 2015.

Financial year of the company

The financial year of the Company is from April 1 to March 31 each year.

Website

The Company's website www.reliancecapital.co.in > contains a separate dedicated section called 'Investor Relations'. It contains comprehensive data base of information of interest to our investors including the financial results, annual reports, dividends declared, any price sensitive information disclosed to the regulatory authorities from time to time, business activities and the services rendered / facilities extended to our investors.

Dedicated e-mail id for investors

For the convenience of our investors, the Company has designated an e-mail id i.e. rcl.investor@relianceada.

Registrar and Transfer Agent (RTA)

Karvy Computershare Private Limited Unit: Reliance Capital Limited Karvy Selenium, Tower - B Plot No. 31 & 32, Survey No. 1 16/22, 1 15/24, 1 1 5/25 Financial District, Nanakramguda Hyderabad 500 032, Telangana, India Toll free no. (India) : 1800 4250 999 Tel : +91 40 671 6 1 500 Fax : +91 40 6716 1791 E-mail : rclinvestor@karvy.com

Shareholders/investors are requested to forward share transfer documents, dematerialisation requests (through their Depository Participant (DP)) and other related correspondence directly to Company's RTA at the above address for speedy response.

Dividend announcements

The Board of Directors of the Company have recommended a Dividend of Rs. 9.00 (90 per cent) per equity share of the Company for the financial year ended March 31, 2015, subject to the declaration by shareholders at the ensuing Annual General Meeting (AGM).The dividend, if declared, will be paid after the Meeting.

Book closure dates for the purpose of dividend and AGM

Register of Members and Share Transfer Books of the Company will remain closed from Saturday, September 19, 2015 to Wednesday, September 30, 2015 (both days inclusive) for the purpose of AGM as well as to determine the entitlement of shareholders to receive the Dividend, if any, for the year ended March 31, 2015.

Dividend remittance

Final Dividend on Equity Shares as recommended by the Directors for the financial year ended March 31, 2015, when declared at the AGM will be paid to:

(i) all those equity shareholders whose names appear in the

Register of Members as on September18, 2015 and

(ii) those whose names as beneficial owners as on September 18, 2015 are furnished by the National Securities Depository Limited and Central Depository Services (India) Limited for the purpose.

Modes of payment of dividend

The dividend is paid under two modes viz.

• Credit to the Bank account via

• ECS (Electronic Clearing Services)

• NECS (National Electronic Clearing Services)

• NEFT (National Electronic Funds Transfer)

• RTGS (Real Time Gross Settlement)

• Direct Credit

• Dispatch of physical dividend warrant

Shareholders are requested to avail the Electronic Clearing Services for payment of dividend as the same is immensely beneficial and considerably reduces risk attached to physical dividend warrants.

Unclaimed dividends

(i) Transfer to the Central Government

Pursuant to Section 205A of the Companies Act, 1956, unclaimed dividends upto and including for the financial year 1994-95 have been transferred to the General Revenue Account of the Central Government.

The shareholders who have not encashed their dividend warrants relating to financial year(s) up to 1 994-95 are  requested to claim the amounts from the Registrar of Companies, Maharashtra, CGO Complex, 2nd Floor, "A" Wing, CBD - Belapur, Navi Mumbai 400 614, in the prescribed form which will be furnished by the Company on request.

(ii) Transfer to the Investor Education and Protection Fund (IEPF)

The dividends for the year 1 995-96 to 2006-07 remaining unclaimed for 7 years from the date of declaration have been transferred to the IEPF established by the Government of India pursuant to Section 205C of the Companies Act, 1956. Consequently, no claim shall lie against the said Fund or the Company in respect of any amounts which were unclaimed and unpaid for a period of seven years from the date it first became due for payment.

(iii) Dividends to be transferred to the Investor Education and Protection Fund (IEPF)

The dividend for the following years remaining unclaimed for 7 years from the date of declaration are required to be transferred by the Company to IEPF and the various dates for transfer of such amounts are as under:

The Company has uploaded the details of unpaid and unclaimed dividend on the website of the Company in terms of the requirements of the Investor Education and Protection Fund (uploading of information regarding unpaid and unclaimed amounts lying with the companies) Rules, 2012.

Members are requested to note that no claims shall lie against the Company or the IEPF in respect of any amounts which were unclaimed and unpaid for a period of seven years from the date that it first became due for payment and no payment shall be made in respect of any such claim.

Share transfer system

Shareholders / investors are requested to send share certificate(s) along with share transfer deed in the prescribed form SH-4, duly filled in, executed and affixed with share transfer stamps, to the Company's RTA. If the transfer documents are in order, the transfer of shares is registered within 7 days of receipt of transfer documents by Company's RTA.

Permanent Account Number (PAN) for transfer of shares in physical form mandatory

SEBI has stated that for securities market transactions and off-market transactions involving transfer of shares in physical form of listed companies, it shall be mandatory for the transferee(s) to furnish copy of PAN card to the Company's RTA for registration of such transfer of shares.

Dematerialisation of shares

The Company was among the first few companies to admit its shares to the depository system of National Securities Depository Limited (NSDL) for dematerialisation of shares. The International Securities Identification Number (ISIN) allotted to the Company is INEO13A01015. The Company was the first to admit its shares and go ‘live’ on to the depository system of Central Depository Services (India) Limited (CDSL) for dematerialisation of shares. The equity shares of the Company are compulsorily traded in dematerialised form as mandated by Securities and Exchange Board of India(SEBI).

Stock exchange listings

The Company's equity shares are actively traded on BSE and NSE. Listing on stock exchanges Equity shares

BSE Limited

Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai- 400 001. Website : www.bseindia.com

National Stock Exchange of India Limited

Exchange Plaza, Plot No. C/1, G Block, Bandra Kurla Complex, Bandra (East), Mumbai 400 051. Website : www.nseindia.com

Stock codes

BSE Limited : 500111

National Stock Exchange of India Limited : RELCAPITAL

ISIN for equity shares :INE 013A01015

An Index Scrip: Equity Shares of the Company are included in the Indices viz. NSE CNX NiftyJunior, NSE CNX 500, NSE CNX Finance Index, NSE CNX Midcap, NSE Nifty Midcap 50, NSE CNX 200, NSE CNX 100, S&P BSE 100, S&P BSE 200, S&P BSE 500, S&P BSE Midcap Index, S&P BSE Finance, S&P BSE AllCap Index and MSCI Global Small Cap Index.

Global Depository Receipts (GDRs)

Luxembourg Stock Exchange

Societe De La Bourse, De Luxembourg, 35A Boulevard Joseph II, Luxembourg Website : www.bourse.lu  

Depository bank for GDR holders Deutsche BankTrust Company America 60 Wall Street, New York - 10005

Note: The GDRs are admitted to listing on the official list of the Luxembourg Stock Exchange and to trading on the Euro MTF market. The Rule 144A GDRs have been accepted for clearance and settlement through the facilities of DTC, New York. The Regulation S GDRs have been accepted for clearance and settlement through the facilities of Euroclear and Clearstream, Luxembourg. The Rule 144A GDRs have been designated as eligible for trading on PORTAL.

Outstanding GDRs of the Company, conversion date and likely impact on equity

Outstanding GDRs as on March 31, 2015 represent 5,98,166  equity shares constituting 0.24 per cent of the paid up equity share capital of the Company. Each GDR represent one underlying equity share in the Company.

Debt securities

The Debt Securities of the Company are listed on the Wholesale Debt Market Segment of BSE.

Debenture Trustee

IL&FS Trust Company Limited

The IL&FS Financial Center, Plot C-22, G Block

Bandra - Kurla Complex, Bandra East, Mumbai 400 051, India

Payment of listing fees

Annual listing fee for the year 2015-16 (as applicable) has been paid by the Company to the stock exchanges.

Depository services

For guidance on depository services, shareholders may write to the Company's RTA or National Securities Depository Limited, Trade World, A Wing, 4th and 5th Floors, Kamala Mills Compound, Lower Parel, Mumbai 400 013, website: www.nsdl.co.in or Central Depository Services (India) Limited, Phiroze Jeejeebhoy Towers, 17th Floor, Dalal Street, Mumbai 400 023, website: www.cdslindia com.

Communication to members

The quarterly financial results of the Company were announced within 45 days of the end of the respective quarter during the year under review. The Company's media releases and details of significant developments are made available on the Company's website: www.reliancecapital.co.in  These are also published in leading newspapers.

Reconciliation of share capital audit

The Securities and Exchange Board of India has directed that all issuer companies shall submit a report reconciling the total shares held in both the depositories, viz. NSDL and CDSL and in physical form with the total issued / paid up capital. The said certificate, duly certified by a qualified chartered accountant is submitted to the stock exchanges where the securities of the Company are listed within 30 days of the end of each quarter and the certificate is also placed before the Board of Directors of the Company.

Investors' correspondence may be addressed to the Registrar and Transfer Agent of the Company

Shareholders/Investors are requested to forward documents related to share transfer, dematerialisation requests (through their respective Depository Participant) and other related correspondence directly to Karvy Computershare Private Limited at the below mentioned address for speedy response. Karvy Computershare Private Limited Unit: Reliance Capital Limited Karvy Selenium, Tower - B Plot No. 31 & 32, Survey No. 1 1 6/22, 1 15/24, 1 15/25 Financial District, Nanakramguda Hyderabad 500 032, Telangana, India

Shareholders / Investors may send the above correspondence at the following address

Queries relating to financial statement of the Company may be addressed to : The Chief Financial Officer Reliance Capital Limited H Block, 1st Floor Dhirubhai Ambani Knowledge City Navi Mumbai 400 710, India Tel: +91 22 3047 9400 Fax: +91 22 3032 7202 E-mail : rcl.investor@relianceada.com

Correspondence on investor services may be addressed to:

President & Company Secretary Reliance Capital Limited H Block, 1st Floor Dhirubhai Ambani Knowledge City Navi Mumbai 400 710, India Tel: +91 22 3047 9800 Fax: +91 22 3032 7202 E-mail : rcl.investor@relianceada.com

Plant Locations

The Company is engaged in the business of financial services and as such has no plant.