Annual Report 2019-20 Padma Vibhushan Shri Dhirubhai H
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Annual Report 2019-20 Padma Vibhushan Shri Dhirubhai H. Ambani (28th December, 1932 - 6th July, 2002) Reliance Group - Founder and Visionary Reliance Commercial Finance Limited Board of Directors Contents Page No. Ms. Rashna Khan – Independent Director Notice of Annual General Meeting ............................................4 Mr. Sushilkumar Agrawal – Independent Director Directors’ Report ...........................................................................6 Mr. Dhananjay Tiwari – Executive Director Management Discussion and Analysis ..................................... 17 Chief Financial Officer Mr. Arpit Malaviya Independent Auditors’ Report on the Standalone Financial Statements ................................................................. 21 Auditors M/s. Shridhar & Associates Standalone Balance Sheet........................................................ 28 Registered Office Standalone Statement of Profit and Loss ............................... 29 Reliance Centre Standalone Cash Flow Statement ............................................ 30 6th Floor, South Wing, Off Western Express Highway Santacruz (East), Mumbai 400 055 CIN : U66010MH2000PLC128301 Standalone Statements of Changes in Equity ........................ 32 Tel. : +91 22 4303 6000 Fax : +91 22 4303 6662 Notes to the Standalone Financial Statement ....................... 33 E-mail : [email protected] Website: www.reliancemoney.co.in Independent Auditors’ Report on the Consolidated Financial Statements ................................................................. 96 Registrar and Transfer Agent Karvy Fintech Private Limited Consolidated Balance Sheet .....................................................101 Karvy Selenium Tower - B Plot No. 31 & 32, Survey No. 116/22, 115/24 115/25, Financial District, Nanakramguda, Consolidated Statement of Profit and Loss ............................ 102 Hyderabad 500 032 Tel.:+91 40 6716 1500 Consolidated Statements of Changes in Equity ..................... 103 Fax: +91 40 6716 1791 E-mail: [email protected] Website: www.karvy.com Consolidated Cash Flow Statement ........................................ 104 Debenture Trustee(s) Notes to the Consolidated Financial Statement...... .............. 106 Vistra ITCL (India) Limited Statement containing salient features of the financial statement The IL & FS Financial Centre, Plot C-22, G Block of Subsidiaries/associate companies/joint ventures.......................157 Bandra Kurla Complex, Bandra (East), Mumbai 400 051 Tel.: +91 22 2659 3535 Fax: +91 22 2653 3297 E-mail: [email protected] Website: www.vistraitcl.com Axis Trustee Services Limited Ground Floor, Wadia International Centre Pandurang Budhkar Marg, Worli, Mumbai - 400 025 Phone: +91 22 6226 0054/ 6226 0050 Email: [email protected] Website: www.axistrustee.com The Annual Report can be accessed at www.reliancemoney.co.in 3 Reliance Commercial Finance Limited Notice Notice is hereby given that the 20th Annual General Meeting 6. Members who hold shares in electronic form are requested of the Members of Reliance Commercial Finance Limited will to write their DP ID and Client ID numbers and those who be held on, Wednesday, July 29, 2020 at 3:00 P.M. through hold shares in physical form are requested to write their Folio Video Conferencing (VC) / Other Audio Visual Means (OAVM), to number in the attendance slip for attending the Meeting to transact the following business: facilitate identification of membership at the Meeting. Ordinary Business: 7. Relevant documents referred to in the accompanying Notice 1. To consider and adopt: are open for inspection by the members at the Registered Office of the Company on all working days, except Saturdays a) the audited financial statement of the Company for the between 11:00 A.M. and 1:00 P.M. upto the date of Meeting. financial year ended March 31, 2020 and the reports of Board of Directors and Auditors thereon; and 8. In compliance with the aforesaid MCA Circulars and SEBI Circular dated May 12, 2020, Notice of the AGM is being b) the audited consolidated financial statement of the sent only through electronic mode to those Members Company for the financial year ended March 31, 2020 whose e-mail addresses are registered with the Company/ and the reports of Auditors thereon. CDSL / NSDL (“Depositories”). Members may note that 2. To appoint a Director in place of Mr. Dhananjay Tiwari the Notice will also be available on the Company’s website (DIN: 08382961), who retires by rotation under the www.reliancemoney.co.in, and on the website of Karvy provisions of the Companies Act, 2013 and being eligible, Fintech Private Limited www.karvy.com offers himself for re-appointment. 9. Re-appointment of Director By Order of the Board of Directors At the ensuing Annual General Meeting, Mr. Dhananjay Arpit Malaviya Tiwari, Director of the Company retires by rotation under Chief Financial Officer the provisions of the Companies Act, 2013 and being eligible, offers himself for re-appointment. The Board of Directors of Registered Office: the Company have recommended the re-appointment. Reliance Centre, 6th Floor, South Wing, The details pertaining to Mr. Dhananjay Tiwari are furnished Off Western Express Highway, hereunder: Santacruz (East), Mumbai 400 055 CIN: U66010MH2000PLC128301 Mr. Dhananjay Tiwari aged, 52 years holds a Bachelor of Engineering degree and a Master of Business Administration Website:https://www.reliancemoney.co.in/ from The Maharaja Sayajirao University of Baroda, has more May 7, 2020 than 25 years of diverse experience in risk monitoring and Notes: containment, underwriting, new product development and credit and financial compliance. Mr. Dhananjay has 1. There is no special business transacted at the Annual General worked with HDFC Bank for 14 years where he headed the Meeting (the “Meeting”) therefore, statement pursuant to underwriting division. Prior to joining HDFC Bank, he has Section 102(1) of the Companies Act, 2013, relating to the handled business roles at Kotak, Ford Credit and GLFL. He has special business is not annexed . been a strong advocate of the concept of using technology 2. In view of the continuing Covid-19 pandemic, the Ministry for process improvisation for deriving higher operational of Corporate Affairs (“MCA”) has vide it’s circular dated efficiency, productivity and cost saving. May 5, 2020 read with circulars dated April 8, 2020 and He is a Whole time director designated as Executive Director April 13, 2020 (collectively referred to as “MCA Circulars”) of the Company appointed with effect from March 1, 2019. permitted the holding of the “AGM” through Video He has attended all the 9 Board Meetings held during Conferencing (VC) / Other Audio-Visual Means (OAVM), the financial year 2019-20. He serves on the Board of without the physical presence of the Members at a common Reliance Capital Limited. He is a member of Audit Committee, venue. Accordingly, in compliance with the provisions of the Corporate Social Responsibility Committee, Risk Management Act, SEBI (Listing Obligations and Disclosure Requirements) Committee and Stakeholder Relationship Committee of Regulations, 2015 (“SEBI Listing Regulations”) and MCA Reliance Commercial Finance Limited. Circulars, the AGM of the Company is being held through VC / OAVM. In terms of Section 152(6) of the Act, he was appointed as an Executive Director at the Annual General Meeting held 3. The AGM is being held pursuant to the MCA Circulars through on September 30, 2019, liable to retire by rotation and VC / OAVM, physical attendance of Members has been paid a remuneration as per the existing approved terms and dispensed with. Accordingly, the facility for appointment of conditions. proxies will not be available for the AGM and hence the Proxy Form and Attendance Slip are not annexed to this Notice. He fulfills the Fit and Proper Criteria of Directors as the requirement of Master circular – ‘Non – Banking Financial 4. Corporate Members intending to send their authorised Companies- Corporate Governance (Reserve bank) Directions, representatives to attend the Meeting are requested to send 2015’ and has given his declaration in this regard. to the Company a certified true copy of their board resolution authorising their representatives to attend and vote on their He does not by himself or for any other on a beneficial behalf at the Meeting. basis, holds any shares in the Company. He does not hold any relationship with other Directors and Key Managerial 5. In case of joint holders attending the Meeting, only such joint Personnel of the Company. The terms and conditions of his holder who is higher in the order of names will be entitled appointment shall be open for inspection by the Members to vote. 4 Reliance Commercial Finance Limited Notice and shall be so made available for inspection in physical or in electronic form during specified business hours at the Registered Office of the Company on all working days, except Saturdays between 11:00 A.M. and 1:00 P.M. up to the date of Meeting and copies thereof shall also be made available for inspection in physical or electronics form at the Meeting. By Order of the Board of Directors Arpit Malaviya Chief Financial Officer Registered Office: Reliance Centre, 6th Floor, South Wing Off Western Express Highway Santacruz (East), Mumbai 400 055 CIN: U66010MH2000PLC128301 Website : www.reliancemoney.co.in May 7, 2020 5 Reliance Commercial Finance Limited Directors’ Report Dear Shareowners, Your Directors present the 20th