To the Members,

Your Directors take pleasure in presenting their Nineteenth Annual Report on the business and operations of your Company, together with the audited Statement of Accounts, for the year ended March 31, 2014.

At the outset, your Directors wish to reiterate your Company’s commitment to the highest standards of corporate governance in order to enhance the trust of all its stakeholders. Strong and robust corporate governance practices have facilitated your Company in standing up to the continued scrutiny of domestic & international investors and that of the Regulatory authorities.

Your Company endeavors to remain the leading player in the Asset Management business in India and enhance its global footprint as well.

The standalone and consolidated financial statements of the Company for the year ended March 31, 2014, have been prepared under the historical cost convention, in accordance with the generally accepted accounting principles in India and the provisions of the Companies Act, 1956. The financial highlights (on a consolidated and standalone basis) of the Company for the year ended March 31, 2014 are as follows:                                 

In accordance with Circular No. 2/2011 dated 8th February, 2011, issued by the Ministry of Corporate Affairs, Government of India, your Board of Directors has resolved on April 28, 2014, to accord their consent for not attaching to the Company’s annual accounts, the Balance sheets of its subsidiary companies. The Consolidated Financial Statements of the Company, alongwith that of its subsidiaries, for the year ended March 31, 2014 (duly audited by their respective statutory auditors) are forming part of this Annual Report.

The annual accounts of all the subsidiary companies and the related detailed information will be made available to the Shareholders of the Company seeking such information at any point of time. The annual accounts of all the subsidiary companies will also be kept at the Corporate Office of the Company, for inspection by the Shareholders. The Company shall furnish a hard copy of details of accounts of subsidiaries to any Shareholder on demand.

For the financial year 2013-2014, your Directors recommend the declaration and payment of dividend of Rs. 150/- (Rupees One Hundred and Fifty only) per equity share of Rs.10/- each, thereby entailing the total payout of Rs. 2,021,673,600/- (including dividend distribution tax and other applicable taxes/surcharges).

In view of thedeclarationandpayment of dividend to the equity shareholders of the Company and in accordance with the provisions of the Companies (Transfer of Profits to Reserves) Rules, 1975, an amount of i.e. Rs. 303,942,389/- is to be transferred to the General Reserves of the Company.

Asset Management:

In terms of the authorization from SEBI, your Company acts as the asset manager to Reliance Mutual Fund (‘RMF’), which is the third largest Mutual Fund in India, in terms of the Quarterly Average Assets Under Management (‘QAAUM’) as on March 31, 2014.

The QAAUM of RMF as on March 31, 2014 was approx. Rs.103,542 Crores comprising of Rs 24,587 Crores under Equity, Rs. 52,021 Crores under Debt, Rs. 24,703 Crores under Liquid asset classes and Rs 2,230 Crores under Gold. The QAAUM of RMF as on March 31, 2013 was approx. Rs. 94,580 Crores comprising of Rs 27,186 Crores under Equity, Rs. 47,029 Crores under Debt, Rs. 17,440 Crores under Liquid asset classes and Rs. 2,926 Crores under Gold. While the overall QAAUM of RMF has shown positive growth of around 9.48% during the financial year 2013-14, the QAAUM under the debt asset class has grown by approx. 10.61%.

During the year under review, the Indian Mutual Fund Industry witnessed an overall positive growth of approx 10.76% in terms of QAAUM, from an amount of approx. Rs. 816,657 Crores on March 31, 2013 to an amount of approx. Rs.904,549 Crores on March 31, 2014. (Source: AMFI).

New Schemes Launched:

During the year under review, RMF launched the following new schemes:

·         Reliance Half Yearly Interval Fund

·         Reliance Fixed Horizon Fund XXIV

·         Reliance Fixed Horizon Fund XXV

·         Reliance Fixed Horizon Fund XXVI

·         Reliance Dual Advantage Fixed Tenure Fund IV

·         Reliance Dual Advantage Fixed Tenure Fund V

·         R*Shares Nifty ETF

·         Reliance Close Ended Equity Fund

·         Reliance Interval Fund - II

As on March 31, 2014, RMF has a well rounded portfolio of 55 schemes under various categories such as Equity, Debt, Liquid, Gold, Exchange Traded Fund, Fixed Maturity Plans and Interval Funds.

Portfolio Management:

Your Company has been rendering Portfolio Management Services (‘PMS’) since August 2004. It currently offers discretionary and advisory portfolio management services to various categories of clients. The PMS business continued its positive performance through challenging times faced during the year. The Company emerged as one of the very few portfolio management businesses, which attracted new assets. As at the year end, the total AUM of the Portfolio Management business of the Company (including discretionary and advisory services and also including EPFO portfolio) stood at Rs.85,065 Crores as against Rs. 72,231 Crores for the lastfinancial year. The PMS business received a sum of Rs.20 Crores as fee income for the year end March 31, 2014.

During the year, the PMS division introduced several high yield debt offerings under its ‘All Season Debt’ portfolio, the key highlight of the year is the successful launch of Reliance Yield Maximizer portfolio which collected more than Rs 500 Crs during this period. Going forward, the PMS division of our Company will endeavor to identify suitable opportunities for launching equity / fixed income portfolios and rendering investment advisory services.  Our focus on providing customized offerings to high net-worth individuals & corporates will continue via both PMS and AIF platform in Financial Year 2015.

Employees Provident Fund Management (EPFO) Mandate:

Your Company was one of the four fund houses which were once again granted the mandate to manage the funds on behalf of Employees Provident Fund Organisation (‘EPFO’). The Company started managing the EPFO portfolio under this fresh mandate from 1st November, 2011 amounting to Rs.53,623 Crores. The EPFO portfolio as on 31st March, 2014, stood at Rs. 83,558 Crores.

National Pension System:

The wholly owned subsidiary of the Company in India i.e. Reliance Capital Pension Fund Limited (‘RCPFL’) was appointed as one of the Pension Fund Managers by the New Pension System Trust, under the National Pension System (‘NPS’) in 2009. In terms of the revised PFRDA guidelines 2012 on “registration of Pension Funds for Private sector”, the Company also obtained certificate of registration to act as “Pension Fund manager for Private Sector” on 23rd January 2013 and the Certificate of registration is valid for one year from the date of issue of the certificate. The Pension Fund needs to apply for the renewal annually and PFRDA shall notify the continuity to act as Pension Fund based on the review.

NPS industry witnessed a rapid growth during the current year, both in terms of subscriber base as well as in respect of the assets under management. The subscribers under NPS schemes, as of 31st March 2014, were in excess of 58.59 Lakhs (as of December 2013) as compared to 44.94 Lakhs during the previous year. Further, the subscribers under Private sector ofNPSschemes,as of 31st March 2013, were in excess of 3.41 Lakhs as compared to around 69,000 as of previous year.

The overall assets managed by the NPS industry, as of 31st March 2014, were Rs. 48,104.57 Crores as compared to around Rs.29,836.59 Crores as at the end of the last year.

Further, the assets under management related to Private sector (other than NPS Lite) grew from Rs. 582.13 Crores last year to Rs. 1081.80 Crores as of 31st March 2014.

The assets under management of RCPFL during the current fiscal year almost doubled to Rs. 43.58 Crores as compared to Rs. 22.52 Crores in the last year.

During the year under review, your Company has sold 15% stake [consisting of 37,50,000 equity shares] of RCPFL to Reliance Gilts Limited on December 26, 2013.

ALTERNATIVE INVESTMENT BUSINESS

An area of great interest to your company is the Alternate Asset space. The term Alternate Assets, is generally used to describe all assets other than the conventional listed equity and investment grade debt. Hence this includes non conventional / non benchmarked strategies in equities, non investment grade debt / high yield debt, assets like real estate, commodities, distress debt, etc.

Globally, Alternate Assets has been the fastest growing space in the investment management industry, especially since 2008. Importantly these assets are more profitable than conventional assets. In India too this space has been growing very rapidly. Your Directors believe that this space offers immense opportunities and your company is actively working to capture opportunities in this space. Towards this end, your Company is working towards launching an AIF offering in the Real Estate space. It is also intended to follow this up with other offerings/ launches.

INTERNATIONAL BUSINESS:

Global economic environment

The global economy continued to drag on the path of growth recovery helped by monetary policy by the major central bankers. Majority of the central bankers’ pumped significant amount of liquidity to support the global economy. There are signs of pickup in global growth led by improvement in housing and labor market of US economy. Going forward we expect FY15 to be a strong year in terms of economy and market participation based on the forward looking financial reforms and improvements in the key pressure points like CAD and Inflation.

Opportunities

Foreign Institutional Investors (FIIs) have invested over Rs. 51,600 Cr (Source SEBI Website, US$ 8.62 Bn @ 59.93) across Indian equity and debt markets in FY 14. In this year, FII Debt limits were enhanced further from USD 5 Bn to USD 10 Bn within the Government Debt category. Overall, the FII Debt limit stands at USD 51 Bn for Corporate Debt and USD 30 Bn for Government Debt. The enhanced limit will provide opportunities for foreign investors to invest in Indian Government securities.

Your Company continues to increase its business in Japan through Nissay Asset Management, subsidiary of Nippon Life by launching joint products. In this regard, products in Equity and Debt categories have been launched.

Your Company has also received SEBI’s approval to set up a UCITS investment management company for which the process has already begun. Also, we continue to tap institutional investors from US, Middle-East and Asia.

Singapore:

Your Singapore subsidiary, Reliance Asset Management (Singapore) Pte Ltd. (‘RAMS’), which established its business in Singapore in the year 2006 has closed the financial year with USD 766 mn assets undermanagement.

Equity Capability

During the year under review, RAMS will continue to act as the offshore investment manager but has realigned its equity strategies to be advised by RCAM from India, to take advantage of the Regulations 24 of SEBI (Mutual Fund) Regulations 1996.

Fixed Income Capability

During the year under review, RAMS continues to focus on the Fixed Income space. The Fixed Income achievements can be summarized as under:

·   Successful investments of over USD 600 mn in Fixed Deposits Funds (FD).

·   Developed new FD product to include investments beyond Indian banks/issuers thus expanding its product offering horizon.

·    FMPs over USD 90mn with the rest being matured in line with the investment objectives.

·   Capitalising on strategic partnership with Nippon/Nissay to launch open ended bond funds for investors.

Mauritius:

The Mauritian subsidiary of your Company, Reliance Asset Management (Mauritius) Limited (‘RAMM’) continued its focus on rendering of investment management services to India focused collective investment schemes i.e. Emergent India Investments Limited (‘EIIL’), the Mauritius based.

Malaysia and United Kingdom:

On October 26, 2013, the Board of Directors of your Company has decided to wind down the operations of Reliance Asset Management (Malaysia) SDN BHD ("RAMMY") and Reliance Capital Asset Management UK Plc.("RAMUK"), wholly owned subsidiaries of the Company, domiciled in Malaysia and United Kingdom respectively. The Company had decided upon this, keeping in view the long-term strategy of profitable growth.

The liquidation of RAMMY is currently under process & the Company has made a provision for diminution of Rs. 5.48 Crores in the current financial year. This is in addition to provision of Rs. 31.46 Crores made in the previous year

In case of RAMUK, the Company has made an application for surrender of FCA licenseandisawaiting regulatory approvals.

RMF received various awards and accolades during the year. Few of the prominent awards received by RMF, are listed below:

1.    Tata Institute of Social Sciences Awards

RCAM was awarded the 'Best Corporate University - Silver' among all the industry sectors at the Annual CLO Awards organized by Tata Institute of Social Sciences.

2.   Lipper Awards

Reliance Mutual Fund schemes were conferred with Best Fund Awards in respective categories at Lipper Fund Awards, 2013 (India) at a high profile event in Mumbai on July 19, 2013.

Details of the awards are as follows:-

In the Mixed Asset INR Aggressive –

Reliance Regular Savings Fund – Balanced Option managed by Amit Tripathi & Sanjay Parekh, awarded Best Fund for 5 year period

In the Mixed Asset INR Aggressive –

Reliance Monthly Income Plan managed by Amit Tripathi & Sanjay Parekh, awarded Best Fund for 5 year period

In the Equity India Classification –

Reliance Growth Fund managed by Sunil Singhania, awarded Best Fund for 10 year period

In the Equity Sector Banks & Other Financials Classification –

Reliance Banking Fund managed by Sanjay Parekh & Shrey Loonker, awarded Best Fund for 3 year period.

3.   Legal Counsel Congress & Awards 2014

      The legal team of RCAM led by Mr. Muneesh Sud has bagged “Best Corporate M&A Deal of the Year Award” in respect of RCAM's Equity stake sale of 26% in favor of Nippon Life Insurance. The Awards ceremony which was held on 13th March, 2014 were organized under the banner of "Legal Counsel Congress & Awards-2014".

4.   Legal Era

RCAM’s Legal Team has been adjudged as the “Best In-House Legal Team of the Year” under the Asset Management Category. The Awards ceremony, which were held on 15th March 2014 were organized by Legal Era, for the year 2013-14.

The Indian Mutual Fund industry is growing steadily in the financial services sector with 44 AMCs currently operating in the country. The industry assets have grown at a CAGR of 18% since 1999, with Rs 9.05 Lakh Crores of assets as per quarter ended March 2014.

Your Company continues to aggressively pursue growth opportunities in the fund management and investment advisory space, both at the domestic as well as at the international level. Given the country’s high household savings rate coupled with the current low levels of investments by retail investors where only less than 3% of the household savings are channeled into capital markets, your Company believes that the Mutual Fund Industry has a huge opportunity for growth and expansion. Your Company expects that an emerging market like India would experience a sustained growth rate. Over 54% of the Industry AUM originates from the Top 5 cities which leaves untapped potential in other locations. In line with the SEBI regulations, your Company intends to improve penetration levels inTier III, Tier IV locations and increase use of technology to improve the investor experience. Being one of the largest players in the Industry, your Company will continue investing in growing the market size, achieving product innovation, educating the investors, increasing the distribution reach and enhancing customer service infrastructure with aggressive expansion strategies.

As of 31st March, 2014, your Company had five (6) subsidiaries. Four of such subsidiaries are overseas, one being each in Singapore, Malaysia, U.K. and Mauritius and the fifth and sixth subsidiaries being in India. All the subsidiaries of the Company are engaged in financial services and related activities.

During the year under review, the entire paid up Share Capital of the Reliance AIF Management Company Limited [RAIF] (consisting of 10,000 number of equity shares of Rs. 10/- each) was acquired by your Company on September 30, 2013 from the previous equity share holders of RAIF. By virtue of the said acquisition, RAIF has become a wholly owned subsidiary of the Company. On September 30, 2013, your Company has also acquired 500,000 number of Equity Shares of Rs. 10/- each of RAIF.

Your Company’s wholly owned foreign subsidiaries in Malaysia and United Kingdom (UK), are incurring losses over the past few years. Your Company has so far invested an amount of Rs.63.87 Crores (approx) in these two subsidiaries, which is also being disclosed as Non-current investments in the Balance Sheet. Considering the continuing losses incurred and not so very positive business prospects in future, the operations of these two subsidiaries are proposed to be wound up/ liquidated, as appropriate.

During the year, your Company has not accepted any fixed deposits from the public.

During the year under review, Mr. Yutaka Ideguchi resigned from his position as a Director on the Board of Directors of the Company w.e.f. June 27, 2013. Your Board places on record, its deep appreciation for the valuable contributions made by Mr. Ideguchi during his association withtheCompany.In terms of the provisions of Section 262 of the Companies Act, 1956, Mr. Shinichi Okamoto was appointed as a Director of the Company in place of Mr. Yutaka Ideguchi w.e.f. June 27, 2013.

In terms of the provisions of Section 262 of the Companies Act, 1956, Mr. Shinichi Okamoto would hold office as such, only up to the date up to which Mr. Yutaka Ideguchi would have held office if it had not been vacated as aforesaid. Accordingly, in terms of Section 152 of the Companies Act, 2013, his term of office will expire on the date of the ensuing Annual General Meeting of the Company. The Board recommends the appointment of Mr. Shinichi Okamoto as a Director of the Company, liable to retire by rotation.

In terms of the requirements of the provisions of Section 152 of the Companies Act, 2013, Mr. Soumen Ghosh (Director) is liable to retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, has offered himself for re-appointment, as such. The Board recommends the re-appointment of Mr. Soumen Ghosh as a Director of the Company.

Further, in view of the requirements of Section 149 of the Companies Act, 2013, the previously approved appointments of two existing Independent Directors’ i.e. Mr. Kanu Doshi and Mr. S.C. Tripathi, is required to be confirmed at the ensuing Annual General Meeting of the Company for a period of five years w. e. f. 1st April, 2014.

During the year under review, eight (8) meetings of the Board of Directors of the Company were held. In addition, six (6) meetings of the Committee of Directors were also held.

The functioning of the Board is supplemented by various committees, which have been constituted from time to time, such as Audit Committee, Committee of Directors, Valuation Committee, Investment Committee, Risk Management Committee, Broker Empanelment Committee, Operating Committee, Compliance Committee, Proxy Voting Committee, Investment Committee for EPFO and Valuation Committee for EPFO. Each of the aforesaid Committee has been constituted in compliance with the applicable statutory provisions to ensure the highest levels of corporate governance and statutory compliances. The minutes of the meetings of each of these Committees are duly placed before the Board for noting and confirmation.

In compliance with the provisions of Section 292A of the Companies Act, 1956, the Company has constituted an Audit Committee, which comprises of all the Directors of the Company namely Mr. Kanu Doshi, Mr. S. C. Tripathi, Mr. Shinichi Okamoto and Mr. Soumen Ghosh.

During the year, seven (7) meetings of the Audit Committee were held.

In accordance with the applicable provisions of law, the Company has appointed Statutory and Internal Auditors, who periodically submit their reports, which are placed before the Audit committee for discussion, review and implementation of their recommendations.

Statutory Auditors

During the year, the name of the Statutory Auditors of the Company has been changed from M/s. B S R & Co. to M/s. B S R & Co. LLP.

M/s. B S R & Co. LLP, Chartered Accountants hold office as Statutory Auditors of the Company until the conclusion of the ensuing Annual General Meeting. The Company has already received a letter from M/s. B S R & Co. LLP communicating their willingness to be reappointed as the Statutory Auditors of theCompany and that their re-appointment, if made, would be within the limits, as prescribed under Section 139 of the Companies Act, 2013.

In terms of Section 139 of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014, your Directors hereby recommends the appointment of M/s. B S R & Co. LLP, Chartered Accountants as the Statutory Auditors of the Company for a period of four year i.e. from the conclusion of ensuing Annual General Meeting of the Company, subject however to review & confirmation by members at every Annual General Meeting of the Company.

Internal Auditors

M/s. Vinay Doshi & Co., Chartered Accountants are acting as the Internal Auditors of the Company. Your Directors recommend their re-appointment as such for the financial year 2014-2015.

In accordance with the applicable provisions of law, the Company has appointed Statutory and Internal Auditors for the various Schemes of Reliance Mutual Fund, who periodically submit their reports, which are placed before the Audit committee for discussion, review and implementation of their recommendations.

Statutory Auditors

M/s. Haribhakti & Co., Chartered Accountants hold office as Statutory Auditors of the Scheme of Reliance Mutual Fund for the financial year 2013-14. The Board recommends their re-appointment as such for the financial year 2014-2015.

Internal Auditors

M/s. PriceWaterHouse, Chartered Accountants were appointed during the year as Internal Auditors of the Scheme of Reliance Mutual Fund for the financial year 2013-14. Your Directors recommend their re-appointment as such for the financial year 2014-2015.

The notes to the Annual Accounts of the Company, referred to in the Auditors’ Report are self-explanatory and do not require any clarification from the Board.

Conservation of Energy

The operations of the Company do not consume high levels of energy.  Adequate measures have been taken to conserve energy wherever feasible. Your company uses latest technology and energy efficient equipments. As energy cost forms a very small part of the total costs, the impact on cost is not material. 

Technology Absorption, Adaptation and Innovation

Your Company is in an Industry, which demands absorption of emerging technologies so as to cater to the needs of its esteemed investors. Your Company has developed methods for absorption and adaptation of developing new technologies, in consonance with the needs of its investors and its own requirements for research & development.

Research and Development

In an industry marked by rapid technological advancements and real time processing, including requiring interacting and servicing with a large set of investors and authorities, your Company has always been striving to move up the value chain by laying a strong emphasis on its research and development capabilities. This approach had lead to the creation of a number of innovative products by the Company.

Foreign Exchange Earnings and Outgo

During the year, the Company effected exports worth Rs. NIL

During the year under review, the Company earned foreign exchange equivalent to Rs. 48,564,666. The Company spent foreign exchange equivalent to Rs. 171,727,131.

As per the requirements of Sub Section (2AA) of Section 217 of the Companies Act, 1956, the Directors confirm that–

(i)            In the preparation of the annual accounts for the financial year ended March 31, 2014, the applicable accounting standards have been followed and that there are no material departures.

(ii)           The Directors have selected such accounting policies in consultation with the Statutory Auditors’ and have applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2014 and of the profit or loss of the Company for the year under review.

(iii)          The Directors have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv)         The Directors have prepared the annual accounts of the Company on a 'going concern' basis.

Your Company as an organization is committed towards creation of knowledge for the benefit of all the stakeholders. It is our firm belief that the growth of an organization is largely dependent on the growthof its individuals. Policies in your Company are employee oriented and devised with our “People First” philosophy in mind.

Your Company had 832 numbers of employees as at March 31, 2014.

As required by the provisions of Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, as amended, the names and other particulars of the employees are set out in the Annexure to this Directors’ Report

Your Directors wish to place on record their sincere appreciation for the co-operation received from various regulatory and governmental authorities including SEBI, RBI, Registrar of Companies, PFRDA, NPS Trust, EPFO, Custodians, Bankers, Registrars, Shareholders, Investors and all other business constituents during the year under review. We believe all of them have contributed to our continued growth.

Your Directors also wish to place on record their deep appreciation for the total commitment displayed by all the executives, officers and staff, resulting in yet another eventful performance for the year.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS OF

Place: Mumbai                                                               

Dated: April 28, 2014       (Director)               (Director)

The operations of the Company do not consume high levels of energy. Adequate measures have been taken to conserve energy wherever feasible. Your company uses latest technology and energy efficient equipments. As energy cost forms a very small part of the total costs, the impact on cost is not material.

Your Company is in an Industry, which demands absorption of emerging technologies so as to cater to the needs of its esteemed investors. Your Company has developed methods for absorption and adaptation of developing new technologies, in consonance with the needs of its investors and its own requirements for research & development.

During the year, the Company effected exports worth Rs. NILDuring the year under review, the Company earned foreign exchange equivalent to Rs. 48,564,666. The Company spent foreign exchange equivalent to Rs. 171,727,131.

As required by the provisions of Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, as amended, the names and other particulars of the employees are set out in the Annexure to this Directors’ Report

As per the requirements of Sub Section (2AA) of Section 217 of the Companies Act, 1956, the Directors confirm that (i)In the preparation of the annual accounts for the financial year ended March 31, 2014, the applicable accounting standards have been followed and that there are no material departures.(ii)The Directors have selected such accounting policies in consultation with the Statutory Auditors’ and have applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2014 and of the profit or loss of the Company for the year under review.(iii)The Directors have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.(iv)The Directors have prepared the annual accounts of the Company on a 'going concern' basis.