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Reliance Industrial Infrastructure Ltd.

BSE: 523445 Sector: Engineering
NSE: RIIL ISIN Code: INE046A01015
BSE 00:00 | 20 Jan 952.85 -22.80






NSE 00:00 | 20 Jan 953.10 -21.75






OPEN 966.00
VOLUME 75219
52-Week high 1031.25
52-Week low 344.00
P/E 178.10
Mkt Cap.(Rs cr) 1,439
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 966.00
CLOSE 975.65
VOLUME 75219
52-Week high 1031.25
52-Week low 344.00
P/E 178.10
Mkt Cap.(Rs cr) 1,439
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Reliance Industrial Infrastructure Ltd. (RIIL) - Director Report

Company director report

Dear Members

The Board of Directors present the Company's Thirty Third Annual Report and theCompany's audited Financial Statements for the financial year ended March 31 2021.

Financial Results

The Company's financial performance (standalone and consolidated) for the year endedMarch 31 2021 is summarised below:

(Rs. in lakh)







Profit before Tax 807.69 926.01 1002.54 1104.15
- Current Tax 402.75 454.53 402.75 454.53
- Deferred Tax (365.15) 37.60 (321.22) 133.31 (365.15) 37.60 (321.22) 133.31
Profit for the Year 770.09 792.70 964.94 970.84
Add: Other Comprehensive Income 3655.53 (465.13) 3655.53 (465.13)
Total Comprehensive Income for the year 4425.62 327.57 4620.47 505.71
Add: Balance in Retained Earnings Account (including Other Comprehensive income) 8317.19 8835.73 11705.19 12045.58
Sub-Total 12742.81 9163.30 16325.66 12551.29
Less: Appropriation
Transferred to General Reserve 300.00 300.00 300.00 300.00
Dividend paid on Equity Shares 453.00 453.00 453.00 453.00
Tax on Dividend on Equity Shares - 753.00 93.11 846.11 - 753.00 93.11 846.11
Closing Balance (including Other Comprehensive income) 11989.81 8317.19 15572.66 11705.18

Figures in brackets represent deductions


The Board of Directors has recommended a dividend of Rs. 3/- (Three Rupees only) perequity share of Rs. 10/- (Ten Rupees) each fully paid- up of the Company for the financialyear ended March 312021 (last year Rs. 3/- per equity share of Rs. 10/- each fullypaid-up). Dividend is subject to approval of members at the ensuing Annual General Meetingand shall be subject to deduction of income tax at source.

The dividend recommended is in accordance with the Company's Dividend DistributionPolicy. The Dividend Distribution Policy of the Company is annexed herewith and marked as AnnexureI to this Report and the same is available on the Company's website and can beaccessed at:

Details of material changes from the end of the financial year

The outbreak of corona virus (COVID-19) pandemic globally and in India is causingsignificant disturbance and slowdown of economic activity. Operations and revenue havebeen impacted due to COVID-19. The Company has taken into account the possible impact ofCOVID 19 in preparation of financial statements including its assessment of recoverablevalue of its assets based on internal and external information upto the date of approvalof these financial statements and current indicators of future economic conditions.

Management's Discussion and Analysis Report

Management's Discussion and Analysis Report for the year under review as stipulatedunder the Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 ("Listing Regulations") is as under:

Results of Operations and the State of Company's Affairs

During the year the Company earned revenue from operations of Rs. 5431.40 lakh ascompared to Rs. 7979.64 lakh in the previous year.

Income from product transportation services increased from Rs. 3145.16 lakh to Rs.3274.36 lakh on a year-on-year basis. Income from operating construction machinery on hiredecreased from Rs. 1378.63 lakh to Rs. 440.32 lakh on a year-on-year basis. Income fromother support services decreased from Rs. 3455.85 lakh to Rs. 1716.72 lakh on ayear-on-year basis. Net profit during the year was Rs. 770.09 lakh as compared to Rs.792.70 lakh during the previous year.

The Company continues to provide infrastructural facilities and support servicesnamely transportation of petroleum products and raw water through pipelines operatingconstruction machinery on hire and other support services to Reliance Industries Limitedand its group companies with a substantial portion provided to Reliance IndustriesLimited.

Resources and Liquidity

The Company's net worth as on March 312021 stood at Rs. 30045.09 lakh withaccumulated reserves and surplus of Rs. 28535.09 lakh. Details of significant changes(i.e. change of 25% or more as compared to the immediately previous financial year) in keyfinancial ratios and change in Return on Net Worth along with detailed explanation isgiven below:

• Debtors turnover ratio reduced to 2.46 in FY 2020-21 as against 4.10 in theprevious year due to reduction in income from other support services;

• Current ratio increased to 4.14 in FY 2020-21 as against 2.60 in the previousyear due to reduction in trade payables;

• Net profit margin increased to 14% in FY 2020-21 as against 10% in the previousyear due to lower operating expenses; and

• Return on Net worth reduced to 2.56% in FY 2020-21 as against 2.67% in theprevious year due to lower profit.

The Company continues to maintain its conservative financial profile and funds itsrequirements largely through internal cash generation.

Industry Structure Developments. Opportunities and Outlook

Infrastructure is an important sector for the overall development of any country. InIndia it is considered as the backbone of the country's economy. It integrates projectson a wider scale and reinforces its competitiveness on a global level. The infrastructuralfacilities such as roads railways metro rails etc are required to potentially increasethe productivity and smooth functioning of other business sectors in India. Productivityalso improves through upgraded logistics and networks in infrastructure capacities acrosssectors in the country.

With the rapid urbanisation and rapid development of our small towns and villagesIndia needs huge progress in the housing road rail and various aspects of theinfrastructure ecosystem. This will also result in large employment generation opportunityacross sectors as India adds millions of people in its labour force every year.

Challenges Risks and Concerns

The infrastructure sector has various execution challenges the government hasundertaken several key reforms to ease difficulties faced by players which among otherthings include stronger cooperation between public and private sectors enforcing of aunified legal framework single window approval process and better dispute-resolutionmechanisms.

The Company believes as well as focusses on timely project completion while adhering tocost budgets as the fundamental pillars for successful implementation of infrastructureprojects. The Company has always deployed state-of-the-art technology latest machineriesand equipment with highly trained experts and professionals in its product transportationand construction machinery hiring business.

Although the Company over the years has been primarily serving a single largestcustomer with no expansion plans on the anvil it has always been proactive in mitigatingbusiness risks with appropriate risk management framework and conservative financialprofile backed by prudent business practices. The Company is well positioned to manage therisks with its strong financials and robust past track record.

Human Resource Development

The Company has a team of able and experienced professionals. The Company believes thatthe quality of its employees is the key in the long run. The Company continues to havecordial relations with its employees. The Company provides personal developmentopportunities and all round exposure to its employees.

Internal Controls

The Company has robust internal control systems and procedures commensurate with itsnature of business which meets the following objectives:

• providing assurance regarding the effectiveness and efficiency of operations;

• efficient use and safeguarding of resources;

• compliance with policies procedures and applicable laws and regulations; and

• transactions being accurately recorded and promptly reported.

The Company continues to have periodical internal audits conducted of all its functionsand activities to ensure that systems and processes are followed across all areas.

The Audit Committee of the Board of Directors of the Company regularly reviews theadequacy of internal control systems through such audits. The Internal Auditor reportsdirectly to the Audit Committee.

The Company also has a robust budgetary control system to monitor expenditure againstapproved budgets on an ongoing basis.

Internal Financial Controls

Internal Financial Controls are an integral part of the risk management framework andprocess that address financial and financial reporting risks. The Company has in placeadequate internal financial controls with reference to Financial Statement.

Assurance on the effectiveness of internal financial controls is obtained throughmanagement reviews and self-assessment continuous control monitoring by functionalexperts as well as testing of the internal financial control systems by the StatutoryAuditors and Internal Auditors during the course of their audits.

The Company believes that these systems provide reasonable assurance that the Company'sinternal financial controls are adequate and are operating effectively as intended.

Risk Management

The Company has in place a Risk Management Policy which provides for a robust riskmanagement framework to identify and assess risks such as safety health and environmentoperational strategic financial security property regulatory reputational and otherrisks and put in place an adequate risk management infrastructure capable of addressingthese risks. Further a risk assessment group has been constituted by the Board ofDirectors of the Company comprising functional executives/ experts to identify monitorand report on the potential risks associated with the Company's business and periodicallykeeps the Audit Committee and the Board of Directors apprised of such risks and themeasures taken by the Company to mitigate such risks.

Given below are significant potential risks of the Company and measures in place tomitigate them:

Operational Risk: Disruptions in operating the Company's pipelines and equipment mayarise due to natural calamities equipment failures or other unexpected or unforeseeninterruptions. The Company consistently works towards monitoring the health of thepipelines through internal checks and external audit assurance and maintaining orimproving operational efficiencies.

Safety Health and Environment Risks: The Company's activities of transportingpetroleum products through its pipelines are inherently hazardous. Any accidentexplosion leakages or acts of terrorism may cause property damage or bodily injury andadversely impact surrounding communities and environment which may result in litigationsand disruption of operations. The Company has structured inspections of its operatingfacilities for identifying and mapping operational hazards investigating root causeanalysis and to eliminate any such occurrence by developing mitigation plans.

Further there is a comprehensive insurance plan in place to cover the above risks.

Consolidated Financial Statement

In accordance with the provisions of the Companies Act 2013 ("the Act")Listing Regulations read with Ind AS 110 - Consolidated Financial Statement and Ind AS 28- Investments in Associates the audited Consolidated Financial Statement forms part ofthe Annual Report.

Subsidiary Joint Venture and Associate Company

The Company did not have any subsidiary or joint venture during the financial yearunder review. The Company has one associate company Reliance Europe Limited.

A statement providing details of performance over all contribution and salientfeatures of the financial statement of the associate company as per Section 129 (3) of theAct is provided as Annexure A to the consolidated Financial Statement andtherefore not repeated in this Report to avoid duplication.

The audited Financial Statement including the consolidated Financial Statement of theCompany and all other documents required to be attached thereto forms part of this annualreport and is also available on the Company's website and can be accessed at:

Secretarial Standards

The Company has followed applicable Secretarial Standards i.e. SS-1 and SS-2 relatingto 'Meetings of the Board of Directors' and 'General Meetings' respectively.

Directors' Responsibility Statement

Your Directors state that:

a) in the preparation of the annual accounts for the year ended March 312021 theapplicable accounting standards read with requirements set out under Schedule III to theAct have been followed and there are no material departures from the same;

b) the Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at March 312021 and of the profit ofthe Company for the year ended on that date;

c) the Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors have prepared the annual accounts on a 'going concern' basis;

e) the Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively; and

f) the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.

Business Responsibility Report

As stipulated under the Listing Regulations the Business Responsibility Reportdescribing the initiatives taken by the Company from an environmental social andgovernance perspective is attached as part of the Annual Report and also available on theCompany's website and can be accessed at:

Contracts or Arrangements with Related Parties

All contracts/arrangements/transactions entered by the Company during the financialyear with related parties were in its ordinary course of business and on arms' lengthbasis and do not have potential conflict with interest of the Company at large.

The contracts/arrangements/transactions with related party which are required to bereported in Form No. AOC-2 in terms of Section 134(3)(h) read with Section 188 of the Actand Rule 8(2) of the Companies (Accounts) Rules 2014 is annexed herewith and marked as AnnexureII to this Report.

The Policy on Materiality of Related Party Transactions and on dealing with RelatedParty Transactions as approved by the Board is available on the Company's website and canbe accessed at:

Members may refer Note 23 to the standalone Financial Statement which sets out relatedparty disclosures pursuant to Ind AS.

Corporate Social Responsibility

The Corporate Social Responsibility ("CSR") Policy formulated by the CSRCommittee and approved by the Board continues unchanged. The CSR Policy is available onthe Company's website and can be accessed at: policy.pdf.

The CSR policy sets out the guiding principles for the CSR Committee inter-aliain relation to the activities to be undertaken by the Company as per Schedule VII of theAct CSR Governance and implementation Composition of Committee and monitoring of CSRactivities.

The key philosophy of the CSR initiative of the Company is to promote developmentthrough social and economic transformation.

The Company has inter-alia identified following areas in which it may engagefor its CSR activities:

• Addressing identified needs of the underprivileged through initiatives directedtowards promoting health including preventive health care;

• Environmental sustainability and ecological balance;

• Any other activity falling within the scope of Schedule VII to the Act.

During the year the Company spent Rs. 30.00 lakh (2.49 % of the average net profits oflast three financial years) on CSR activities.

The Annual Report on CSR activities is annexed herewith and marked as Annexure III tothis Report.

Directors and Key Managerial Personnel

In accordance with the provisions of the Act and the Articles of Association of theCompany Shri Dilip V. Dherai (DIN: 00011789)

Director of the Company retires by rotation at the ensuing Annual General Meeting. TheBoard of Directors on the recommendation of the Nomination and Remuneration Committee("NRC") has recommended his appointment.

The Company has received declarations from all the Independent Directors of the Companyconfirming that:

i. they meet the criteria of independence prescribed under the Act and ListingRegulations; and

ii. they have registered their names in the Independent Directors' Data bank.

The Company has devised inter alia the following Policies:

a) Policy for selection of Directors and determining Directors' independence; and

b) Remuneration Policy for Directors Key Managerial Personnel and other employees.

The aforesaid policies are available on the Company's Website and can be accessed at: and

The Policy for selection of Directors and determining Directors' independence sets outthe guiding principles for the NRC for identifying persons who are qualified to becomeDirectors and to determine the independence of Directors while considering theirappointment as independent Directors of the Company. The Policy also provides for thefactors in evaluating the suitability of individual Board members with diverse backgroundand experience that are relevant for the Company's operations. There has been no change inthe aforesaid policy during the year under review.

The Remuneration Policy for Directors Key Managerial Personnel and other employeessets out the guiding principles for the NRC for recommending to the Board the remunerationof the Directors Key Managerial Personnel and other employees of the Company. There hasbeen no change in the policy during the year under review.

Performance Evaluation

The Company has a Policy for performance evaluation of the Board Committees andindividual Directors (including Independent Directors) which includes criteria forperformance evaluation of Non-executive Directors and Executive Directors.

In accordance with the manner of evaluation specified by the Nomination andRemuneration Committee (NRC) the Board carried out annual performance evaluation of theBoard and individual Directors. The NRC carried out performance evaluation of theCommittees of the Board based on the evaluation reports submitted by each Committees andthe report of such evaluation was presented to the Board. The Independent Directorscarried out

annual performance evaluation of the Chairman non-independent directors and the Boardas a whole. A consolidated report was shared with the Chairman of the Board for review andgiving feedback to each Director.

Auditors and Auditors' Report

(i) Statutory Auditors

Messrs D T S & Associates LLP (Registration No: 142412W/ W100595) CharteredAccountants were appointed as Auditors of the Company for a term of 5 (five) consecutiveyears at the Annual General Meeting held on July 28 2017. The Auditors have confirmedthat they are not disqualified from continuing as Auditors of the Company.

The Notes on Financial Statement referred to in the Auditors' Report areself-explanatory and do not call for any further comments. The Auditors' Report does notcontain any qualification reservation adverse remark or disclaimer.

(ii) Cost Auditors

In accordance with the provisions of Section 148(1) of the Act read with the Companies(Cost Records and Audit) Rules 2014 the Company has maintained cost records in its booksof account for the financial year 2020-21 in respect of its services of transportation ofpetroleum products. However in terms of the said Rules the requirement of cost audit isnot applicable to the Company for the financial year 2020-21 as the turnover of theCompany from these services was below the threshold limit prescribed in the said Rules forcost audit.

(iii) Secretarial Auditor

The Board had appointed Messers. Shashikala Rao & Co. Practicing CompanySecretaries to conduct Secretarial Audit for the financial year 2020-21. The SecretarialAudit Report thereto is annexed herewith and marked as Annexure IV to this Report.The Secretarial Audit Report does not contain any qualification reservation adverseremark or disclaimer.


Meetings of the Board

Four meetings of the Board of Directors were held during the year. The particulars ofmeetings held and attended by each Director are detailed in the Corporate GovernanceReport forming part of the Annual Report.

Audit Committee

The Audit Committee comprises Shri Chandra Raj Mehta (DIN: 00002011) (Chairman) Smt.Bhama Krishnamurthy (DIN: 02196839) and Shri A. Siddharth (DIN: 00016278).

During the year all the recommendations made by the Audit Committee were accepted bythe Board.

Corporate Social Responsibility Committee

The Corporate Social Responsibility Committee comprises Shri Chandra Raj Mehta(Chairman) Smt. Bhama Krishnamurthy and Shri A. Siddharth.

Nomination and Remuneration Committee

The Nomination and Remuneration Committee comprises Shri Chandra Raj Mehta (Chairman)Smt. Bhama Krishnamurthy and Shri Sandeep H. Junnarkar (DIN:00003534).

Stakeholders Relationship Committee

The Stakeholders Relationship Committee comprises Shri Chandra Raj Mehta (Chairman)Shri Mahesh K. Kamdar (DIN: 00013915) Shri Sandeep H. Junnarkar and Shri A. Siddharth.

Vigil Mechanism

The Company has established a robust Vigil Mechanism and a Whistle-blower Policy inaccordance with provisions of the Act and the Listing Regulations. An Ethics &Compliance Task Force comprising a member of Board as a Chairman and senior executives asmembers has been established which oversees and monitors the implementation of ethicalbusiness practices in the Company. The task force reviews complaints and incidents on aquarterly basis and reports them to the Audit Committee.

Employees and other stakeholders are required to report actual or suspected violationsof applicable laws and regulations and the Code of Conduct. Such genuine concerns (termedReportable Matter) disclosed as per Policy are called "Protected Disclosures"and can be raised by a whistle-blower through an e-mail or a letter to the Ethics &Compliance Task Force or to the Chairman of the Audit Committee.

The Vigil Mechanism and Whistle blower Policy is available on the Company's website andcan be accessed at:

During the year under review no protected disclosure concerning any reportable matterin accordance with the Vigil Mechanism and Whistle Blower Policy of the Company wasreceived by the Company.

Particulars of loans given investments made guarantees given and securities provided

The Company has not given any loan or guarantee or provided any security during theyear under review. Particulars of investments made are provided in the StandaloneFinancial Statement. Members may refer to note nos. 2 and 23 to the Standalone FinancialStatement.

Conservation of Energy Technology Absorption and Foreign Exchange Earnings and Outgo

The particulars relating to conservation of energy technology absorption foreignexchange earnings and outgo as required to be disclosed under the Act are as under:

A. Conservation of Energy

As an infrastructural facilities and support services provider the operations of theCompany require minimal energy consumption.

(i) Steps taken to conserve energy

a) Upgradation of anode beds for reducing power requirement of Cathodic Protectionsystem by 30% (current consumption reduced from 250 Amp to 100 Amp). New technologyTransformer Rectifier units replaced in Cathodic Protection stations and achieved thereduction in consumption by 20% (total 100 Amps to 80 Amps).

b) Installation of LED lights to reduce power consumption.

Conventional lighting was replaced with LED lighting and energy saved upto 55%.

c) The SCADA system of pipeline is being upgraded in the financial year 2021-22 hencedue to the advancement in the technology the power consumption of the system will be lowand the system will be more sensitive.

(ii) Steps taken for utilising alternate sources of energy and Capital investment onenergy conservation equipments

The energy requirements are mainly for the Company's pipeline operations which arewithin the purview of its customer. The Company has not made any capital investment onenergy conservation equipment.

B. Technology absorption

(i) Major efforts made towards technology absorption:

a) Installation of online corrosion monitoring system on pipelines for health checking.

Forward pipeline corrosion monitoring system commissioned and for return pipelinesystem will be commissioned.

b) Installation and commissioning of SIM card-based system for Pipeline Data &Voice as alternate mode of communication which is an alternative to the Optical FibreCable based communication is established.

c) Installation and commissioning of CCTV based remote vigilance systems for CP stationand some valve station of pipelines. This system supplements the vigilance system of CPstations.

(ii) The benefits derived like product improvement cost reduction product developmentor import substitution:

The selection of alternate quality of pipes for projects seamless pipes to ERW(Electric resistance welded). This saved about 20% cost of project for materials. ERWPipelines are being used in re-routing projects.

(iii) Information regarding imported technology (Imported during the last three years):

The Company has not imported any technology during the last three years.

(iv) Expenditure incurred on research and development:

Installation of Flame and Gas detection system at CP installations and integration withexisting Supervisory Control and Data Acquisition (SCADA) systems so that in case ofeventuality it can detect the fire from Control Room.

C. Foreign Exchange Earnings and Outgo

Foreign Exchange earned in terms of Actual Inflows - Nil Foreign Exchange outgo interms of Actual Outflows - Nil

Corporate Governance

The Company is committed to maintain the highest standards of Corporate Governance andadheres to the Corporate Governance requirements set out by the Securities and ExchangeBoard of India. The Company has also implemented several best governance practices. Thereport on Corporate Governance as stipulated under the Listing Regulations forms part ofthe Annual Report. Certificate from the Auditors of the Company confirming compliance withthe conditions of Corporate Governance is annexed herewith and marked as Annexure V tothis Report. Disclosure pursuant to para (IV) of third proviso to Section II Part II ofSchedule V to the Act relating to remuneration of Shri Dilip V. Dherai is covered in theCorporate Governance Report. For details please refer the Corporate Governance Reportforming part of the Annual Report.

Annual Return

The Annual Return of the Company as on March 31 2021 is available on the Company'swebsite and can be accessed at:

Particulars of Employees and related disclosures

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 astatement showing the names of top ten employees in terms of remuneration drawn and thenames and other particulars of the employees drawing remuneration in excess of the limitsset out in the said Rules forms part of this Report.

Disclosures relating to remuneration and other details as required under Section197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 forms part of this Report.

Having regard to the provisions of the second proviso to Section 136(1) of the Act andas advised the Annual Report excluding the aforesaid information is being sent to themembers of the Company. Any member interested in obtaining such information may addresstheir email to

Prevention of sexual harassment at workplace

In accordance with the requirements of the Sexual Harassment of Women at Workplace(Prevention Prohibition & Redressal) Act 2013 ("POSH Act") and Rules madethereunder the Company has constituted Internal Committee to redress and resolve anycomplaints arising under the POSH Act.


Your Directors state that no disclosure or reporting is required in respect of thefollowing matters as there were no transactions on these matters during the year underreview:

1. Details relating to deposits covered under Chapter V of the Act.

2. Issue of equity shares with differential rights as to dividend voting or otherwise.

3. Issue of shares (including sweat equity shares and ESOS) to the employees of theCompany under any scheme.

4. The Company has no holding company or subsidiary company hence the provisions ofSection 197(14) of the Act relating to receipt of remuneration or commission by theWhole-time Director from holding company or subsidiary company of the Company are notapplicable to the Company.

5. No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Company's operations in future.

6. No fraud has been reported by the Auditors to the Audit Committee or the Board ofDirectors of the Company.

7. There has been no change in the nature of business of the Company.

8. There is no application made or proceedings pending under the Insolvency andBankruptcy Code 2016.

9. There was no instance of one-time settlement with any Bank or Financial Institution.


The Board of Directors wish to place on record their deep sense of appreciation for thecommitted services by all the employees of the Company. The Board of Directors would liketo express their sincere appreciation for the assistance and co-operation received fromthe government and regulatory authorities stock exchanges banks customers vendors andmembers during the year under review.

For and on behalf of the Board of Directors

Mahesh K. Kamdar


April 14 2021.