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Reliance Industrial Infrastructure Ltd.

BSE: 523445 Sector: Engineering
NSE: RIIL ISIN Code: INE046A01015
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OPEN 731.50
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VOLUME 18966
52-Week high 865.65
52-Week low 344.00
P/E 138.99
Mkt Cap.(Rs cr) 1,096
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 731.50
CLOSE 732.10
VOLUME 18966
52-Week high 865.65
52-Week low 344.00
P/E 138.99
Mkt Cap.(Rs cr) 1,096
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 are pleased to present the Company's ThirtySecond Annual Report and the Company's audited Financial Statement (Standalone andConsolidated) for the financial year ended 31st March 2020.

Financial Results

The Company's financial performance (standalone and consolidated) forthe year ended 31st March 2020 is summarised below:

(' in lakh)

STANDALONE

CONSOLIDATED

2019-20

2018-19

2019-20

2018-19

Profit before Tax 926.01 1199.57 1104.15 1352.19
Less:
- Current Tax 454.53 702.00 454.53 702.00
- Deferred Tax (321.22) 133.31 (281.46) 420.54 (321.22) 133.31 (281.46) 420.54
Profit for the Year 792.70 779.03 970.84 931.65
Add: Balance in Retained Earnings 4458.46 4616.56 7668.30 7673.78
Sub-Total 5251.16 5395.59 8639.14 8605.43
Less: Appropriation
Transferred to General Reserve 300.00 300.00 300.00 300.00
Dividend paid on Equity Shares 453.00 528.50 453.00 528.50
Tax on Dividend on Equity Shares 93.11 846.11 108.63 937.13 93.11 846.11 108.63 937.13
Closing Balance 4405.05 4458.46 7793.04 7668.30

Dividend

The Board of Directors has recommended a dividend of ? 3/- (ThreeRupees only) per equity share of ? 10/- (Ten Rupees) each fully paid (30%) of the Companyfor the financial year ended 31st March 2020 (last year ? 3/- per equity share of ? 10/-each fully paid [30%]). The dividend payment is subject to approval of members at theensuing Annual General Meeting and shall be subject to deduction of income tax at source.

The dividend recommended is in accordance with the Company's DividendDistribution Policy. The Dividend Distribution Policy of the Company is annexed herewithand marked as Annexure I to this Report and the same is put up on the Company'swebsite and can also be accessed athttp://www.riil.in/pdf/dividend-distribution-policy.pdf

Material changes affecting the Company

Material changes and commitments affecting the financial position ofthe Company between the end of the financial year and date of this report are given below.

Global Pandemic - COVID-19

The outbreak of Coronavirus (COVID-19) pandemic globally and in Indiais causing significant disturbance and slowdown of economic activity. In many countriesbusinesses are being forced to cease or limit their operations for long or indefiniteperiods of time. Measures taken to contain the spread of the virus including travel bansquarantines social distancing and closures of non-essential services have triggeredsignificant disruptions to businesses worldwide resulting in an economic slowdown.

COVID19 is significantly impacting business operation of companies byway of interruption in production supply chain disruption unavailability of personnelclosure / lock down of production facilities etc. On 24th March 2020 the Government ofIndia announced a nationwide lockdown for 21 days which further got extended till 3rd May2020 to prevent community spread of COVID-19 in India resulting in significant reductionin economic activities.

The Company has taken into account the possible impacts of COVID-19 inpreparation of the financial statement including but not limited to its assessment ofliquidity and going concern assumption recoverable values of its financial andnon-financial assets impact on revenues and on cost budgets. The Company has consideredinternal and certain external sources of information up to the date of approval of thefinancial statement and expects to recover the carrying amount of its assets.

Management's Discussion and Analysis Report

Management's Discussion and Analysis Report for the year under reviewas stipulated under the Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) 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 ?7979.64 lakh as compared to ? 8458.58 lakh in the previous year.

Income from product transportation services increased from ? 3093.13lakh to ? 3145.16 lakh on a year-on-year basis. Income from operating constructionmachinery on hire decreased from

? 1979.10 lakh to ? 1378.63 lakh on a year-on-year basis. Income fromother support services increased from ? 3386.34 lakh to ? 3455.85 lakh. Net profit duringthe year increased to ? 792.70 lakh as compared to ? 779.03 lakh of previous year.

The Company continues to provide infrastructural facilities and supportservices namely transportation of petroleum products and water through pipelinesoperating construction machinery on hire and other support services to Reliance IndustriesLimited and its group companies with a substantial portion provided to Reliance IndustriesLimited.

Resources and Liquidity

The Company's net worth as on 31st March 2020 stood at ? 29728.01lakh with accumulated reserves and surplus of ? 28218.01 lakh. There have been nosignificant changes in key financial ratios for financial year ended 31st March 2020 ascompared to the previous financial year. There was an increase of 0.91% in return onnetworth of the Company for the financial year ended 31st March 2020 as compared to theprevious financial year which is due to increase in the profit. The Company continues tomaintain its conservative financial profile and funds its requirements largely throughinternal cash generation.

Industry Structure Developments. Opportunities and Outlook

Infrastructure is a crucial enabler of growth. Creating new andupgrading existing infrastructure will be key to raising India's competitiveness. Improvedinfrastructure capacities also create efficiency gains through improved logistics andnetworks. This can help kick in a virtuous cycle of higher investments growth andemployment generation in the economy. India is currently ranked 70 out of 140 countriesfor infrastructure quality in global competitive index.

In addition to policy reforms there have been numerous positivedevelopments in the Infrastructure space such as ongoing privatization of airports metrorail projects progress in multiple cities expansion of city gas distribution geographiesactive role of National Investment and Infrastructure Fund (NIIF) in many key sectorsaccess to new set of institutional investors and pilot to allow private operators to runIndian Railways.

Higher government spend on infrastructure development projects generatelarge scale employment opportunities for both skilled and unskilled work force and variousindustry players. This enables infrastructure sector transformation as well as accelerateIndia's socio-economic progress.

Challenges Risks and Concerns

Although Infrastructure Industry in India has grown at a healthy pacein the past few years it has faced its own set of challenges & risks on multiplefronts.

Few recurring bottlenecks have been contract enforcement ease ofaccess to inputs at appropriate price levels pricing to end

users regulatory & policy stability land acquisition environmentclearances and financial closure. In addition to these increasing project complexitycoupled with scarcity of skilled workforce further amplifies risk of quality controlproject delays and employee safety concerns.

Government has undertaken several key reforms to mitigate challengesfaced by players which inter-alia include stronger cooperation between the privateand public sectors enforcing of a unified legal framework single window approval processand creation of better dispute-resolution mechanisms.

The fundamental pillars for successful implementation of infrastructureprojects are timely completion of projects while adhering to cost budgets and henceCompany focuses on relentless execution with continuous innovation & novel ways ofworking. The Company has always ensured deployment of state-of- the art technology latestmachineries with highly trained experts & professionals in its Product Transportation& Construction Machinery Hiring business.

Even though Company has been serving primarily to single largestcustomer over years and there are presently no expansion plans on the anvil Company hasalways been proactive in mitigating business risks with appropriate risk managementframework and conservative financial profile backed by prudent business practices. Withits strong financials and past track record the Company is well positioned to managethose risks.

Human Resource Development

The Company has a team of able and experienced professionals. TheCompany believes that the quality of its employees is the key to its success in the longrun. The Company continues to have cordial relations with its employees. The Companyprovides personal development opportunities and all round exposure to its employees.

Internal Controls

The Company has robust internal control systems and procedurescommensurate with its nature of business which meets the following objectives:

• providing assurance regarding the effectiveness and efficiencyof operations;

• efficient use and safeguarding of resources;

• compliance with policies procedures and applicable laws andregulations; and

• transactions being accurately recorded and promptly reported.

The Company continues to have periodical internal audits conducted ofall its functions and activities to ensure that systems and processes are followed acrossall areas.

The Audit Committee of the Board of Directors of the Company regularlyreviews the adequacy of internal control systems through such audits. The Internal Auditorreports directly to the Audit Committee.

The Company also has a budgetary control system to monitor expenditureagainst approved budgets on an ongoing basis.

Internal Financial Controls

Internal Financial Controls are an integrated part of the riskmanagement process addressing financial and financial reporting risks. The Company has inplace adequate internal financial controls with reference to Financial Statement.

Assurance on the effectiveness of internal financial controls isobtained through management reviews control self-assessment continuous monitoring byfunctional experts as well as testing of the internal financial control systems by theStatutory Auditors and Internal Auditors during the course of their audits.

The Company believes that these systems provide reasonable assurancethat Company's internal financial controls are designed effectively and are operating asintended.

Risk Management

The Company has in place a Risk Management Policy which provides for arobust risk management framework to identify and assess risks such as safety health andenvironment operational strategic financial security property regulatoryreputational and other risks and put in place an adequate risk management infrastructurecapable of addressing these risks. Further a risk assessment group has been constitutedby the Board of Directors of the Company comprising functional executives/ experts toidentify monitor and report on the potential risks associated with the Company's businessand periodically keeps the Audit Committee and the Board of Directors apprised of suchrisks and the measures taken by the Company to mitigate such risks.

Given below are significant potential risks of the Company and measuresin place to mitigate them:

Operational Risk: Disruptions in operating the Company's pipelines andequipment may arise due to natural calamities equipment failures or other unexpected orunforeseen interruptions. The Company consistently works towards monitoring the health ofthe pipelines through internal checks and external audit assurance and maintaining orimproving operational efficiencies.

Safety Health and Environment Risks: The Company's activities oftransporting petroleum products through its pipelines are inherently hazardous. Anyaccident explosion leakages or acts of terrorism may cause property damage or bodilyinjury and adversely impact surrounding communities and environment which may result inlitigations and disruption of operations. The Company has structured inspections of itsoperating facilities for identifying and mapping operational hazards investigating root

cause analysis and to eliminate any such occurrence by developingmitigation plans.

Further there is a comprehensive insurance plan in place to cover theabove 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 of the Company.

Subsidiary Joint Venture and Associate Company

The Company did not have any subsidiary or joint venture during thefinancial year under review and till the date of this Report. The Company has oneassociate company Reliance Europe Limited.

A statement providing details of performance over all contribution andsalient features of the financial statement of the associate company as per Section 129(3) of the Act is provided as Annexure A to the consolidated Financial Statementand therefore not repeated to avoid duplication.

The audited Financial Statement including the consolidated FinancialStatement of the Company and all other documents required to be attached thereto is put upon the Company's website and can be accessed athttp://www.riil.in/pdf/Annual-Report-2019-20.pdf

Secretarial Standards

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

Directors' Responsibility Statement

The Board of Directors state that:

a) in the preparation of the annual accounts for the year ended 31stMarch 2020 the applicable accounting standards read with requirements set out underSchedule III to the Act have been followed and there were no material departures from thesame;

b) the Directors have selected such accounting policies and appliedthem consistently and made judgments and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of the Company as at 31st March 2020and of the profit of the Company for the year ended on that date;

c) the Directors have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of the Actfor safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;

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

e) the Directors have laid down internal financial controls to befollowed by the Company and that such internal financial controls are adequate and areoperating effectively; and

f) the Directors have devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems are adequate and operatingeffectively.

Business Responsibility Report

As stipulated under the Listing Regulations the BusinessResponsibility Report describing the initiatives taken by the Company from anenvironmental social and governance perspective is attached as part of Annual Report.

Contracts or Arrangements with Related Parties

All contracts / arrangements / transactions entered by the Companyduring the financial year with related parties were in its ordinary course of business andon arms' length basis and do not have potential conflict with interest of the Company atlarge.

The contracts / arrangements / transactions with related party whichare required to be reported in Form No. AOC-2 in terms of Section 134(3)(h) read withSection 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules 2014 is annexedherewith and Marked as Annexure II to this Report.

The Policy on Materiality of Related Party Transactions and on Dealingwith Related Party Transactions as approved by the Board is put up on the Company'swebsite and can be accessed athttp://www.riil.in/pdf/riil-policy-on-materiality-240918.pdf

Members may refer Note 23 to the standalone Financial Statement whichsets out related party disclosures pursuant to Ind AS.

Corporate Social Responsibility

The Corporate Social Responsibility ("CSR") Policy formulatedby the CSR Committee and approved by the Board continues unchanged. The CSR Policy is putup on the Company's website and can be accessed at http://www.riil.in/pdf/csr_policy.pdf.

The CSR policy sets out the guiding principles for the CSR Committeein 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 promotedevelopment through social and economic transformation .

The Company has inter-alia identified following areas in whichit may engage for its CSR activities:

• Addressing identified needs of the underprivileged throughinitiatives directed towards promoting health including preventive health care;

• Environmental sustainability and ecological balance;

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

During the year the Company spent ? 35.00 lakh (2.24% of the averagenet profits of last three financial years) on CSR activities.

The Annual Report on CSR activities is annexed herewith and marked as AnnexureIII to this Report.

Directors and Key Managerial Personnel

In accordance with the provisions of the Act and the Articles ofAssociation of the Company Shri Mahesh K. Kamdar (DIN: 00013915) Director of theCompany retires by rotation at the ensuing Annual General Meeting. The Board ofDirectors on the recommendation of the Nomination and Remuneration Committee("NRC") has recommended his re-appointment.

The members of the Company at the Thirty first Annual General Meetingof the Company held on 28th August 2019 have appointed Shri A. Siddharth (DIN: 00016278)as a Director of the Company liable to retire by rotation.

Shri Salil Mishra has demitted his office as Chief Financial Officer ofthe Company from close of business hours of 12th July 2019 and in his place Shri KrimeshDivecha was appointed as Chief Financial Officer of the Company w.e.f 12th July 2019. TheBoard places on record its deep appreciation for the valuable contribution made by ShriSalil Mishra during his association as a Chief Financial Officer of the Company.

The Company has received declarations from all the IndependentDirectors of the Company confirming that:

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

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

The Company has devised the following Policies:

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

b) Remuneration Policy for Directors Key Managerial Personnel andother employees.

The aforesaid policies are put up on the Company's Website and can beaccessed at http://www.riil.in/investor_relations_downloads.html

The Policy for selection of Directors and determining Directors'independence sets out the guiding principles for the NRC for identifying persons who arequalified to become Directors and to determine the independence of Directors in case oftheir appointment as independent Directors of the Company. The Policy also provides forthe factors in evaluating the suitability of individual Board members with diversebackground and experience that are

relevant for the Company's operations. There has been no change in theaforesaid policy during the year under review.

The Remuneration Policy for Directors Key Managerial Personnel andother employees sets out the guiding principles for the NRC for recommending to the Boardthe remuneration of the Directors Key Managerial Personnel and other employees of theCompany. There has been no change in the policy during the year under review.

Performance Evaluation

The Company has a Policy for performance evaluation of the BoardCommittees and individual Directors (including Independent Directors) which includescriteria for performance evaluation of Non-executive Directors and Executive Directors.

In accordance with the manner specified by the Nomination andRemuneration Committee (NRC) the Board carried out annual performance evaluation of theBoard and individual Directors. NRC carried out performance evaluation of the Committeesof the Board based on the evaluation reports submitted by each Committees and the reportof such evaluation was presented to the Board. The Independent Directors carried outannual performance evaluation of the Chairman non-independent directors and the Board asa 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)(Formerly Messrs D T S & Associates) Chartered Accountants were appointed asAuditors of the Company for a term of 5 (five) consecutive years at the Annual GeneralMeeting held on 28th July 2017. The Auditors have confirmed that they are notdisqualified from continuing as Auditors of the Company.

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

(ii) Cost Auditors

In terms of the Companies (Cost Records and Audit) Rules 2014 theCompany has maintained cost records in its books of account for financial year 2019-20 inrespect of its services of transportation of petroleum products. However in terms of thesaid Rules the requirement of cost audit is not applicable to the Company for thefinancial year 2019-20 as the turnover of the Company from these services was below thethreshold limit prescribed in the said Rules for cost audit.

(iii) Secretarial Auditor

The Board had appointed M/s. Shashikala Rao & Co PracticingCompany Secretaries to conduct Secretarial Audit for the financial year 2019-20. TheSecretarial Audit Report is annexed herewith and marked as Annexure IV to thisReport. The Secretarial Audit Report does not contain any qualification reservationadverse remark or disclaimer.

Disclosures Meetings of the Board

Five meetings of the Board of Directors were held during the year. Theparticulars of meetings held and attended by each Director are detailed in the CorporateGovernance Report forming part of the Annual Report.

Audit Committee

The Audit Committee of the Company comprises Shri Chandra Raj Mehta(DIN: 00002011) (Chairman) and Smt. Bhama Krishnamurthy (DIN: 02196839) and Shri A.Siddharth. Shri A. Siddharth was appointed as a member of the Audit Committee effective1st April 2019 and Shri Sandeep H. Junnarkar (DIN: 00003534) ceased to be a member of theAudit Committee effective closure of the business hours on 12th July 2019.

During the year all the recommendations made by the Audit Committeewere accepted by the Board.

Corporate Social Responsibility Committee

Corporate Social Responsibility Committee of the Company comprises ShriChandra Raj Mehta (Chairman) and Smt. Bhama Krishnamurthy and Shri A. Siddharth. Shri A.Siddharth and Smt. Bhama Krishnamurthy were appointed as a member of the Corporate SocialResponsibility Committee effective 1st April 2019 and 12th July 2019 respectively andShri Mahesh K. Kamdar and Shri Sandeep H. Junnarkar ceased to be a member of the Committeeeffective closure of the business hours on 12th July 2019.

Nomination and Remuneration Committee

Nomination and Remuneration Committee of the Company comprises ShriChandra Raj Mehta (Chairman) and Smt. Bhama Krishnamurthy and Shri Sandeep H. Junnarkar.Shri Mahesh K. Kamdar ceased to be a member of the Committee effective closure of thebusiness hours on 12th July 2019.

Stakeholders Relationship Committee

Stakeholders Relationship Committee of the Company comprises ShriChandra Raj Mehta (Chairman) Shri Mahesh K. Kamdar Shri Sandeep H. Junnarkar and Shri A.Siddharth. Shri A. Siddharth was appointed as a member of the Committee effective 1stApril 2019.

Vigil Mechanism

The Company has established a robust Vigil Mechanism and aWhistle-blower policy in accordance with provisions of the Act and Listing Regulations.The Vigil Mechanism is supervised by an 'Ethics & Compliance Task Force' comprising amember of Board as a Chairman and senior executives as members.

Protected disclosures can be made by a whistle-blower through an e-mailor a letter to the Ethics & Compliance Task Force or to the Chairman of the AuditCommittee.

The Vigil Mechanism and Whistle blower policy is put on the Company'swebsite and can be accessed at http://www.riil.in/pdf/whistle-blower-policy-july2020.pdf

During the year under review no protected disclosure concerning anyreportable matter in accordance with the Vigil Mechanism and Whistle Blower Policy of theCompany was received by the Company.

Particulars of loans given investments made guarantees given andsecurities provided

The Company has not given any loan guarantee or security during theyear under review. Particulars of investments made are provided in the StandaloneFinancial Statement. Members may refer to note no. 2 to the Standalone FinancialStatement.

Conservation of Energy Technology Absorption and Foreign ExchangeEarnings and Outgo

The particulars relating to conservation of energy technologyabsorption foreign exchange earnings and outgo as required to be disclosed under the Actare as under:

A. Conservation of Energy

As an infrastructural facilities and support services provider theoperations of the Company require minimal energy consumption.

(i) Energy Conservation measures taken

a) Upgradation of anode beds for reducing power requirement of CathodicProtection system by 30% (current consumption reduced from 250 Amp to 100 Amp). Newtechnology Transformer Rectifier units replaced in Cathodic Protection stations andachieved the reduction 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 savedupto 55%.

(ii) Steps taken by the Company for utilising alternate sources ofenergy and Capital investment on energy conservation equipment

The energy requirements are mainly for the Company's pipelineoperations which are within the purview of its customer. The Company has not made anycapital investment on energy conservation equipment.

B. Technology absorption

(i) Major efforts made towards technology absorption:

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

Forward pipeline corrosion monitoring system commissioned returnpipeline system will be commissioned in next year.

b) Installation and commissioning of SIM card-based system for PipelineData & Voice as alternate mode of communication which is an alternative to the OpticalFibre Cable based communication is established.

c) Installation and commissioning of CCTV based remote vigilancesystems for CP station and some valve station of pipelines. This system supplements thevigilance system of CP stations.

(ii) The benefits derived like product improvement cost reductionproduct development or import substitution:

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

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

The Company has not imported any technology during the last threeyears.

(iv) Expenditure incurred on research and development:

Installation of Flame and Gas detection system at CP installations andintegration with existing Supervisory Control and Data Acquisition (SCADA) systems so thatin case of eventuality 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 in terms of Actual Outflows - ? 16.01 lakh

Corporate Governance

The Company is committed to maintain the highest standards of CorporateGovernance and adhere to the Corporate Governance requirements set out by the Securitiesand Exchange Board of India. The Company has also implemented several best governancepractices. The report on Corporate Governance as stipulated under the Listing Regulationsforms part of the Annual Report. The requisite certificate from the Auditors of theCompany confirming compliance with the conditions of Corporate Governance is annexedherewith and marked as Annexure V to this Report. For details please refer theCorporate Governance Report forming part of the Annual Report.

Annual Return

As required under Section 134(3)(a) of the Act the Annual Return isput up on the Company's website and can be accessed athttp://www.riil.in/investor_relations_downloads.html. Extracts of the Annual return inform MGT 9 for the financial year 2019-20 can be accessed athttp://www.riil.in/investor_relations_downloads.html

Particulars of Employees and related disclosures

In terms of the provisions of Section 197(12) of the Act read withRules 5(2) and 5(3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 a statement showing the names of top ten employees in terms ofremuneration drawn and the names and other particulars of the employees drawingremuneration in excess of the limits set out in the said Rules forms part of this Report.

Disclosures relating to remuneration and other details as requiredunder Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 forms part of this Report.

Having regard to the provisions of the second proviso to Section 136(1)of the Act and as advised the Annual Report excluding the aforesaid information is beingsent to the members of the Company. Any member interested in obtaining such informationmay write to the Company to email id investor_relations@riil.in.

Prevention of sexual harassment at workplace

As per the requirements of the Sexual Harassment of Women at Workplace(Prevention Prohibition & Redressal) Act 2013 ("POSH Act") and Rules madethereunder the Company has formed Internal Committee to address complaints pertaining tosexual harassment in the work place.

General:

Your Directors state that no disclosure or reporting is required inrespect of the following matters as there were no transactions on these items during theyear under review:

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

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

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

4. The Company has no holding company or subsidiary company; hence theprovisions of Section 197(14) of the Act relating to receipt of remuneration or commissionby the Whole-time Director from holding company or subsidiary company of the Company arenot applicable to the Company.

5. No significant or material orders were passed by the Regulators orCourts or Tribunals which impact the going concern status and Company's operations infuture.

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

7. The Company does not have any scheme of provision of money for thepurchase of its own shares by employees or by trustees for the benefit of employees.

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

Acknowledgement

The Board of Directors wish to place on record their deep sense ofappreciation for the committed services by all the employees of the Company. The Board ofDirectors would like to express their sincere appreciation for the assistance andco-operation received from the Government and regulatory Authorities Banks otherbusiness constituents and members during the year under review.

For and on behalf of the Board of Directors

Mahesh K. Kamdar
Chairman
Mumbai
22nd April 2020

.