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Reliance Infrastructure Ltd.

BSE: 500390 Sector: Infrastructure
BSE 10:11 | 21 May 120.10 -1.25






NSE 10:04 | 21 May 120.70 -0.70






OPEN 123.25
VOLUME 302613
52-Week high 488.50
52-Week low 96.75
P/E 0.60
Mkt Cap.(Rs cr) 3,159
Buy Price 120.10
Buy Qty 700.00
Sell Price 120.25
Sell Qty 1619.00
OPEN 123.25
CLOSE 121.35
VOLUME 302613
52-Week high 488.50
52-Week low 96.75
P/E 0.60
Mkt Cap.(Rs cr) 3,159
Buy Price 120.10
Buy Qty 700.00
Sell Price 120.25
Sell Qty 1619.00

Reliance Infrastructure Ltd. (RELINFRA) - Director Report

Company director report

Dear Members

Your Directors take pleasure in presenting the 32nd Annual Report for the financialyear ended on 31st March 2018. The standalone financial performance is presented belowprepared in accordance with the Ind AS notified under the Companies (Indian AccountingStandards) Rules 2015 and Companies (Indian Accounting Standards) Amendment Rules 2016 asamended.

Rs in lakhs

Sl. Particulars 2017-18 2016-17
1 Revenue from Operations 162411.26 152986.23
2 Other Income 2271.99 1720.51
3 Total Income 164683.25 154706.74
4 Total Expenditure 149825.95 139981.36
5 Earnings before interest depreciation and tax (EBIDTA) 14857.30 14725.38
6 Finance Costs 4054.57 4621.68
7 Depreciation & Amortization expenses 4603.19 4817.75
8 Profit before Exceptional items and Tax 6199.54 5285.95
9 Exceptional Items Income / (Expenses) (975.77) (279.03)
10 Profit before tax (PBT) 5223.77 5006.95
11 Provision for tax & Deferred tax adjustment 2258.08 1445.52
12 Other comprehensive income (net) 10.10 165.68
13 Total Comprehensive Income for the Period (PAT) 2955.59 3220.38
14 Earnings Per Share (Diluted EPS in Rupees) 1.07 1.16
15 Proposed Dividend (on share of Re 1 each) 25% 25%

Performance Review 2017-18

Year 2017-18 has been a consistent good year for the Company which focused onsustaining long-term strategies that add value. Revenue from operations showed an increaseof 6.2% over last year while Profit before Tax (PBT) showed an increase of 4.3%. Over thepast few years we have made sustained efforts to improve competitiveness through a numberof initiatives. Most of these have reached maturity. The steady improvement over the pastfew years and the positive results during the year is a result of these initiatives.Consequent to the introduction of Goods and Services Tax (GST) with effect from July 12017 your Company successfully switched over to the new GST system notwithstandinginitial challenges. Central Excise Value Added Tax (VAT) etc. have been subsumed into GSTin accordance with Indian Accounting Standards.

Current year's performance

Your Company is operating in an industry sector that faces price volatility in rawmaterials and competitive demands of customers. Over the past few years we have undertakenvarious initiatives resulting in better systems and policies tighter execution andgreater competitiveness. These are structural and internal changes that will strengthenthe Company greatly over the medium and long term. Business teams have been retrained tohandle the emerging challenges. These transformatory efforts will serve us well in thecoming years.

Outlook for 2018-19 remains steady with a continuous domestic economic growth forecastof the Government. Opportunities are expected in the existing and new areas of businesswhich shall enable your Company to embark on growth path barring unforeseen circumstances.Your

Company has been preparing itself to gain from the anticipated opportunities inRailways and Defence business segments in the coming future. The Management Discussion andAnalysis section of the Annual Report presents a detailed business review of the Company.


Your Directors are pleased to recommend a dividend of 25% (ie Rs 0.25 paise per equityshare of Re.1 each fully paid up) for the Financial Year 2017-18 subject to the approvalof the members at the ensuing Annual General Meeting. The proposed dividend includingDividend Distribution Tax will absorb Rs 835.44 lakhs.

Subsidiaries Associate and Joint Venture

Companies (as on March 31 2018)

As per the notification issued by the Affairs on July 27 2016 with regard to Companies(Accounts) Amendment Rules 2016 the report of the Board shall contain highlights ofperformance of subsidiaries associates and joint venture companies and their contributionon overall performance of the company. Accordingly we hereby furnish the following:

Subsidiary companies HBL America Inc.
HBL Germany GmBH Germany
SCIL Infracon Private Limited
HBL Suntech LLP
Associate companies within the meaning of Section 2(6) of the Companies Act 2013 ("Act"). Naval Systems & Technologies Pvt
Ltd (NSTL)
Kairos Engineering Limited
Joint Venture Company Gulf Batteries Company Ltd in the
Kingdom of Saudi Arabia (KSA).

The Consolidated Financial Statements presented by the Company include the financialresults of its subsidiary companies associates and joint ventures except that of GulfBatteries Company Ltd prepared in accordance with the Companies Act 2013 (Act) andapplicable Ind AS notified under the Companies (Indian Accounting Standards) Rules 2015and Companies (Indian Accounting Standards) Amendment Rules 2016 as amended.

Pursuant to provisions of section 129(3) of the Act a statement containing salientfeatures of the financial statements of the Company's subsidiaries in Form AOC-1 isattached to the financial statements of the Company and as per the provisions of section136 of the Act the standalone financial statements of the Company consolidated financialstatements along with relevant documents and separate audited accounts in respect ofsubsidiaries are available on the website of the Company.

There has been no material change in the nature of the businesses of the subsidiariesexcept as disclosed hereunder.

Highlights of performance of subsidiaries associates and joint venture companies andtheir contribution on overall performance of the Company:

Subsidiary Companies HBL America Inc. (HBLA)

In fiscal year 2017-18 HBLA focused on improving its sales and marketing team withexternal recruitment. We received key approvals for our VRLA range allowing wideracceptance and deployment in earthquake prone areas. Revenues were up 11% from the prioryear and margins improved. Key qualification work in the railroad market went smoothly.With the rail markets large long duration tenders we expect our first contracts in2018-19. Flight trials continued for the of Corporate newest long range executive jet andPMA certificationfor a key passenger aircraft battery was granted by the FAA.

HBL Germany GmbH (HBLG)

Revenues declined 18% from the prior year but margins improved while operatingexpenses were reduced. Net income was reduced by provision made for prior year's tax auditassessment the assessment is not final and is being contested. New business has beenachieved with key OEM's in France and Spain which will be long term and sustainable tore- grow our European business. HBL battery and battery box systems were deployed on newcommuter trains in Germany Made in India and fully qualified to German

SCIL Infracon Private Limited (SIPL)

Shareholders are already aware that SIPL is not in operation since a few years exceptfor follow up of old book debts realisation. The net loss of Rs 27.65 lakhs reported inthe year was mainly due to payment of customs duty obligation against a Letter ofUndertaking for import of capital goods cleared duty free against EPCG authorisation in2007 and non-fulfilment of export obligation for various reasons. This obligation relatedto the period before your Company invested in SIPL. In a situation of no businessoperations since several years SIPL Directors are examining various alternatives about thenecessity to continue this Company.

HBL Suntech LLP

HBL Suntech LLP which was incorporated in 2011 for trading of monoblock batteriesdiscontinued operations with effect from 1 April 2014 due to continuous losses andunviable business outlook. The loss of Rs 13.86 lakhs reported in the year was mainly dueto payment of certain statutory obligations like VAT assessments of past years. It is tobe noted that due to non-operational reasons the Registrar of Companies for AP andTelangana issued letters in April 2018 and May 2018 pursuant to section 75 of the LimitedLiability Partnership Act 2008 read with rule 37 of the LLP Rules 2009 to strike off thename of HBL Suntech LLP from their Register after completion of due notice period.

Associate Companies

Naval Systems and Technologies Limited (NSTL)

FY 2017-18 was the record best performance year for NSTL with an income of Rs 1772.16lakhs and a PBT of Rs 514.46 lakhs. NSTL is a service provider to foreign OriginalEquipment Manufacturers (OEMs) mainly operating in the field of marine equipment in IndianNavy. The services provided include installation trials and commissioning of variousequipment annual maintenance specialised technical documentation etc. NSTL has a provenexpertise in providing technical support conducting feasibility studies for complexsystems market research and software support. Your Directors believe that NSTL willcontinue to grow into different niche areas and maintain its profitability barringunforeseen circumstances.

Kairos Engineering Limited (KEL)

KEL was not active since a few years. In a situation of no business operations inresponse to an application dated 25th November 2017 made under Section 248 of theCompanies Act 2013 and Companies (Removal of Name of Companies from the Register ofCompanies) Rules 2016 KEL name was struck off during the year from the Register ofCompanies maintained by the Registrar of Companies Andhra Pradesh and Telangana.

Joint Venture Company

Gulf Batteries Co. Ltd (GBC) in the Kingdom of Saudi Arabia (KSA)

Your Company holds 40% stake in GBC. GBC has an accumulated loss of nearly 75% of itscapital. As per Saudi Arabian laws in a situation like this such Company is terminatedby force of law. Your Company therefore filed a liquidation petition for liquidation(winding up) of GBC after considering legal opinion. The case is pending before aCommercial Court in Saudi Arabia. In view of the pending liquidation GBCfinancialsstatements have not been available for consolidated financial statements of the

Material Changes and Commitments

No material changes and commitments have occurred after the closure of the FY 2017-18on March 31 2018 till the date of this Report which would affect the financial positionof your Company.

Directors' Responsibility Statement

Pursuant to Section 134(5) of the Companies Act 2013 the Board of Directors to thebest of their knowledge and ability confirm that:

i. in preparation of the annual accounts the applicable Ind AS accounting standardshave been followed and there are no material departures;

ii. they have selected such accounting policies as per Ind AS and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit of the Company for that period;

iii. they 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;

iv. they have prepared the annual accounts on a going concern basis;

v. they have laid down internal financial controls to be followed by the Company andsuch internal financial controls are adequate and operating effectively;

vi. they have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

Based on the framework of internal financial controls and compliance systemsestablished and maintained by the Company work performed by the internal cost statutoryand secretarial auditors and external consultants and the reviews performed by managementand the relevant board committees including the audit committee the board is of theopinion that the Company's internal financial controls were adequate and effective duringthe financial .

Directors and Key Managerial Personnel (KMP)

Your Directors play a very active role in the Company. They bring in great expertise inbusiness operations and strategy and management. Their advice to the Board over the yearsconsistently helped the Company to deliver strong performance. The following Directorshave been appointed:

Period of appointment (Five years)
Name of the appointee DIN Date of appointment Appointed as From To
Mr. K V Sriram 00073911 February 07 2018 Independent Director February 07 2018 February 06 2023
Mrs. Richa Datta 08084501 March 15 2018 Independent Director (Woman) March 15 2018 March 14 2023
Mr. M Chandra Mohan 00633439 August 10 2018 Independent Director August 10 2018 August 09 2023
Mrs. Kavita Prasad 00319292 August 10 2018 Additional Director and CFO

5 years w.e.f. August 10 2018

Mr. Abhishek G Poddar 07143528 August 10 2018 Additional Director Not applicable

Mr. Mitin C Jain (DIN 06390954) resigned as a Director with effect from August 102018. Your Board conveys sincere appreciation for the advice and services rendered by himto the Company during his tenure as a Director.

Mr. MSS Srinath (DIN 00319175) retires by rotation and is eligible for re-appointment.Your Board recommends for his reappointment.

All the Directors hold office upto the date of the ensuing Annual General Meeting ofthe Company. Appointment of Independent Directors and Executive Director shall be for 5years as placed before the members for their approval. Brief profile and experience of theappointees has been provided elsewhere in the Annual Report.

During the year the non-executive directors of the Company had no pecuniaryrelationship or transactions with the Company except for the sitting fee paid forattending the Board meetings.

Number of meetings of the board

Five meetings of the board were held during the year. For details of the meetings ofthe board please refer to the Corporate Governance Report which forms part of thisreport.

Board evaluation

Pursuant to the provisions of the Companies Act 2013 and the Corporate Governancerequirements prescribed by SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the Board has carried out an annual evaluation of its own performanceand that of its Committees as well as performance of all the Directors individually duringthe year. Feedback was sought by way of a structured questionnaire covering variousaspects of the Board's functioning such as adequacy of the composition of the Board andeffectiveness of its Committees execution and performance of specific duties governancemeaningful and constructive contribution and inputs in meetings etc. Evaluation wascarried out based on responses received from the Directors. A separate meeting of theIndependent Directors also was held where in performance of non-Independent Directorsperformance of the board as a whole and performance of the Chairman and Managing Directorwas evaluated. The Directors expressed their satisfaction with the evaluation process.

Policy on Directors' appointment and remuneration and other details

The Company's policy on Directors' appointment and remuneration and other mattersprovided in Section 178(3) of the Act has been disclosed in the Corporate GovernanceReport which forms part of the Directors' report.

Audit committee

The details pertaining to composition of Audit Committee are included in the Report onCorporate Governance which forms part of this report. Powers and role of the AuditCommittee are included in Corporate Governance Report. The Board of Directors has acceptedall the recommendations of the Audit Committee placed at respective meetings. During theyear Mr. KV Sriram and Mrs. Richa Datta who were appointed as Additional Directors(Non-Executive Independent) were also appointed on the Audit Committee.

Risk Management

The Company has deployed a comprehensive framework to identify monitor and take allnecessary steps towards mitigation of various risk elements which can impact the existenceof the Company on a periodic basis. All the identified risks are managed throughcontinuous review of business parameters by the Management and the Board of Directors isalso informed of the risks and concerns.

Internal Financial Controls

Pursuant to Section 134 of the Companies Act 2013 the Directors state that the Boardthrough the operating management has laid down Internal Financial Controls to be followedby the Company and such policies and procedures were adopted by the Company for ensuringthe orderly and efficient conduct of its business including adherence to Company'spolicies the safeguarding of its assets the prevention and detection of frauds anderrors the accuracy and completeness of the accounting records and the timelypreparation of reliable financial Committee evaluates the internal financial controlsystem periodically. To the best of their knowledge and ability and inputs provided byvarious assurance providers confirm that such financial controls are adequate withreference to the size and operations of the Company and no reportable material weakness ordeficiency in the design or operation of internal financial controls was observed.

Particulars of loans guarantees and investments

The particulars of loans guarantees and investments have been disclosed in thefinancial statements

Transactions with related parties

None of the transactions with related parties falls under the scope of Section 188(1)of the Act. Information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules 2014 are given inAnnexure I in Form AOC-2 and the same forms part of this report. Related partytransactions are in the ordinary course of business and on arm's length basis.

Corporate social responsibility

The Company has a Board level committee that supervises its Corporate SocialResponsibility (CSR) activities. The brief outline of the CSR Policy of the Company andthe initiatives undertaken by the Company on CSR activities during the year are set out inAnnexure II of this report in the format prescribed in the Companies (Corporate SocialResponsibility Policy) Rules 2014.

Extract of Annual Return

Pursuant to Section 92(3) of the Act the extract of Annual Return is given in AnnexureIII in the prescribed Form MGT-9 which forms part of this report.

Information regarding employees and related disclosures

Your Company consistently believes in concerted efforts in talent management andsuccession planning practices strong performance management and learning and traininginitiatives. Rewards and recognition are commensurate with performance and that employeeshave the opportunity to develop and grow.

There were no complaints relating to child labour forced labor involuntary laborsexual harassment in the last financial year and pending as on the end of the financialyear.

S.No Category No.of complaints filed during the financial year No.of complaints pending as on end of the financial year
1 Child labor / forced labor/ involuntary labor 0 0
2 Sexual harassment 0 0
3 Discriminatory employment 0 0

Disclosure as required under Section 22 of Sexual Harassment of women at workplace(Prevention Prohibition and Redressal) Act 2013

Your Company believes in providing a healthy environment to all HBL Employees and doesnot tolerate any discrimination or harassment in any form. The Company has in place agender neutral Prevention of Sexual Harassment (POSH) policy in line with therequirements of the Sexual Harassment of Women Workplace (Prevention Prohibition andRedressal) Act 2013. This policy is frequently communicated in assimilation programs andat regular intervals to all HBL employees. Following are some of the awareness programsimparted to train HBL Employees and Internal complaints committee (ICC).

1. It is mandatory for every new joiner to undergo a program on 'Prevention of SexualHarassment ' during induction program.

2. The Internal Complaints Committee is trained by external agency when the committeemembers are onboarded to the committee.

3. Policy of 'Prevention of Sexual Harassment' at workplace is available on internetfor HBL employees to access as and when required.

4. The 'Prevention of Sexual Harassment' policy is placed in conspicuous places forbetter visibility and communication of the policy. The posters are also displayed inregional languages at all HBL offices.

HBL has setup an Internal Complaints Committee (ICC) both at the Head office /Corporate office and at every major location where it operates in India. ICC has equalrepresentation of men and women. ICC is chaired by a senior woman employee and has anexternal women representation.

ICC investigates the case(s) and provides its recommendations to the apex authority.The apex authority upon receiving the recommendations from ICC arrives at the conclusionand acts upon such recommendations.

Penal Consequences of Sexual Harassment ("SH") and the constitution of theICC are displayed at conspicuous places.

Particulars of employees

The information required under Section 197 of the Act read with rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are givenbelow:

Employee Name Dr. AJ Prasad Mr. Suresh Kalyan
Total remuneration CTC (Rs lakhs) Rs 96.00 lakhs and commission Rs 191.27 lakhs Rs 161.29 lakhs
Designation and Nature of Duties Chairman and Managing Director Chief Operating Officer (COO)
B. Tech from IIT Khargpur MS in Management from
Qualification / Experience (years) Massachusetts Institute of Technology USA Doctorate in BSc. Chartered Accountant / 29
International Business from Columbia University USA.
Date of commencement of employment Promoter of the Company 17.11.2014
Age (years) 73 54
Amara Raja Batteries Limited
Last employment held before Joining the Company Administrative Staff College of India
Hyderabad as President Finance

a. The ratio of the remuneration of each Non-Executive director to the medianremuneration of the employees of the Company for the financial year: Not Applicable asnone of the Non- Executive was paid any remuneration.

b. The percentage increase in remuneration of each Director Chief Executive OfficerChief Financial Officer Company Secretary in the financial year:

Directors Chief Executive Officer Chief Financial Officer and Company Secretary%increase in remuneration in the financial year

Dr. A J Prasad Chairman and Managing Director No change
Mr. MSS Srinath Whole-Time Director No change
Mrs. A Kavita Prasad CFO No change
Mr. MVSS Kumar Company Secretary 4.75%

c. The percentage increase in the median remuneration of employees in the financialyear: 5- 15 % d. The number of permanent employees on the rolls of Company: 1989 (as at 31March 2018) e. Comparison of the remuneration of the key managerial personnel against theperformance of the Company:

Aggregate remuneration of key managerial personnel (KMP) in 2017-18 212.86
Rs lakhs
Commission on profits to CMD 191.27
Revenue Rs lakhs 162411.26
Remuneration of KMPs As % of revenue 0.25
Remuneration of KMP As % of PBT 7.73

f. Comparison of each remuneration of the key managerial personnel against theperformance of the Company:

Particulars Dr. AJ Prasad MSS Srinath Kavita Prasad MVSS Kumar K Mahidhar (upto 31.8.2017)
Designation CMD Executive Director CFO Company Secretary Vice President Finance
Remuneration in 2017-18 96.00 50.40 26.25 25.13 15.08
Commission on profit 191.27 - - - -
Revenue (net) 162411.26
Profit before Tax (PBT) 5223.77
Remuneration as % of Revenue 0.25
Remuneration (as % of PBT) 7.73

g. The key parameters for any variable component of remuneration availed by thedirectors:

Only commission on net profits was paid to Chairman and Managing Director in additionto the monthly remuneration.

h. The ratio of the remuneration of the highest paid director to that of the employeeswho are not directors but receive remuneration in excess of the highest paid directorduring the year Not applicable.

Disclosure requirements

As per listing Regulations corporate governance report with auditors' certificatethereon and management discussion and analysis are attached which form part of thisreport.

Vigil Mechanism / Whistle blower policy

The Company has formulated a vigil mechanism /whistle blower policy to provide a vigilmechanism for employees including directors of the Company to report genuine concerns. Theprovisions of this policy are in line with the provisions of the Section 177(9) of the Actand the Regulation 22 of the SEBI (LODR) Regulations 2015\.

Deposits from public

The Company has not accepted any deposits from public and as such no amount on accountof principal or interest on deposits from public was outstanding as on the date of thebalance sheet.

Conservation of Energy Technology Absorption and Foreign Exchange Earnings & Outgo

Information relating to conservation of energy technology absorption and foreignexchange earnings and outgo as required under Section 134(3)(m) read with Rule 8(3) ofthe Companies (Accounts) Rules 2014 is given in the Annexure hereto.

Corporate Governance

Pursuant to Schedule V of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 a separate section titled "Report on Corporate Governance" isattached to the Annual Report.

Statutory Auditors

M/s Rao & Kumar Chartered Accountants (FRN 03089S) Visakhapatnam who are theStatutory Auditors of the Company have been appointed by the members at the 31st AnnualGeneral Meeting (AGM) of the Company held on 26th September 2017 for a period of fiveyears to hold office till the conclusion of AGM in 2022 subject to ratification of membersat every year AGM. Accordingly they retire at the conclusion of the ensuing AGM and areeligible for reappointment. Your Directors recommend for their reappointment at the AGM.

The Report given by M/s. s Rao & Kumar Chartered Accountants on thefinancialstatements of the Company for the year 2017-18 is part of the Annual Report.There has been no qualification reservation or adverse remark or in their Report. Duringthe year under review the Auditors had not reported any matter under Section 143 (12) ofthe Act. Therefore no detail is required to be disclosed under Section 134 (3)(ca) of theCompanies Act 2013.

Cost Auditors

Your Board has appointed M/s K. Narashima Murthy & Co. Hyderabad Cost Accountants(FRN 000042) as Cost Auditors of the Company for conducting the audit of cost records ofthe Company for the financial year 2017-18. Your Board on recommendation of the AuditCommittee proposes to reappoint them as Cost Auditors for 2018-19 subject to theapproval from Central Government.

Disclosure under Section 148(1) of the Companies Act 2013

The Company has been maintaining required cost records as specified under Section148(1) of the Companies Act 2013 read with Companies (Accounts) Rules 2014 as mendedfrom time to time.

Secretarial Auditors

Your Board has appointed Mr. CN Kranthi Kumar (CP No: 13889) Practicing CompanySecretary as a Secretarial Auditor for the financial year 2017-18 and his secretarialaudit report is attached to this Report. There are no qualifications adverse comments andobservations in the secretarial audit report for the year 2017-18.

Cautionary Statement

Statements in this Annual Report particularly those that relate to ManagementDiscussion and Analysis describing the Company's objectives projections estimates andexpectations may constitute ‘forward-looking statements' within the meaning ofapplicable laws and regulations to enable shareholders and investors to comprehend ourprospects. Although the expectations are based on reasonable assumptions the actualresults might differ materially from those expressed in the statement. Important factorsthat could influence the Company's operations include global and domestic demand andsupply conditions affecting selling prices of finished goods input availability andprices changes in government regulations tax laws economic developments within thecountry and other factors such as plant breakdowns industrial relations etc.


Your Directors place on record sincere appreciation towards the Company's valuedcustomers and esteemed shareholders for the support and confidence reposed by them in themanagement of the company and look forward to the continuance of this mutually supportiverelationship in future and remain committed to delivering and enhancing shareholder value.

Your Directors take this opportunity to thank all the Company's Bankers concernedCentral and State Government Departments Agencies for their support and co-operation tothe Company. The Board has special appreciation for the employees for their dedicatedservices and their ability to deliver good results in the future.

For and on behalf of the Board
Place: Hyderabad Dr. A J Prasad
Date : August 10 2018 Chairman and Managing Director