Your Directors present the 92nd Annual Report and the audited financialstatements for the financial year ended March 31 2021.
Financial performance and state of the Companys affairs
The financial performance of the Company for the financial year ended March 31 2021 issummarised below:
(Rs. in crore)
|Particulars || |
Financial year ended March 31 2021
*Financial year ended March 31 2020
| ||Standalone ||Consolidated ||Standalone ||Consolidated |
|Total Income ||2522 ||17665 ||3339 ||20977 |
|Gross Profit before depreciation ||(406) ||914 ||1061 ||2330 |
|Depreciation and Amortisation ||59 ||1352 ||65 ||1389 |
|Exceptional Items-(Expenses)/Income ||354 ||126 ||- ||(126) |
|Profit/(Loss) before taxation ||(111) ||(311) ||996 ||815 |
|Tax expenses (Net) (including deferred tax and tax for earlier years) ||(92) ||(167) ||(35) ||(51) |
|Net profit from discontinuing operation ||- ||- ||- ||- |
|Profit/(Loss) after taxation ||(19) ||(532) ||1031 ||771 |
|Balance of profit brought forward from previous year ||303 ||(4347) ||(675) ||(5072) |
|Other comprehensive income recognised directly in retained earnings ||- ||3 ||3 ||16 |
|Profit available for appropriations ||284 ||- ||359 ||- |
|Dividend paid out on equity shares during the year (including tax on dividend) (Net) ||- ||- ||- ||5 |
|Transfer to Debenture Redemption Reserve ||- ||- ||56 ||56 |
|Balance carried to Balance Sheet ||284 ||(4878) ||303 ||(4347) |
*Figures of previous year have been regrouped and reclassified wherever required.
During the year under review your Company earned an income of Rs. 2522 crore againstRs. 3339 crore in the previous year. The Company incurred loss of Rs. 19 crore for theyear as compared to profit of Rs. 1031 crore in the previous year.
The performance and financial position of the subsidiary companies associate companiesand joint ventures are included in the consolidated financial statement of the Company.
COVID 19 has impacted businesses across the globe and India causing significantdisturbance and slowdown of economic activities. The Companys operations during theyear were impacted due to COVID 19 and it has considered all possible impact of COVID 19in preparation of the financial statements including assessment of the recoverability offinancial and non financial assets based on the various internal and external informationand assumptions relating to economic forecasts up to the date of approval of thesefinancial results. The aforesaid assessment is based on projections and estimations whichare dependent on future development including government policies. Any changes due to thechanges in situations / circumstances will be taken into consideration if necessary asand when it crystallizes.
During the year under review the Board of Directors has not recommended dividend onthe equity shares of the Company. The dividend distribution policy of the Company isuploaded on the Companys website at the link https://www.rinfra.
The Company is amongst the leading player in the country in the Engineering andConstruction (E&C) segment for power roads metro and other infrastructure sectors.The Company is also engaged in implementation operation and maintenance of severalprojects in defence sector and infrastructural areas through its special purpose vehicles.
Management Discussion and Analysis
The Management Discussion and Analysis for the year under review as stipulated underRegulation 34(2) of the Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 (the Listing Regulations) is presented in aseparate section forming part of this Annual Report.
Resources and Liquidity
The Company is engaged in various initiatives to monetize its assets and to unlock thevalue of its businesses and to thereby significantly reduce its overall leverage.
During the year the Company has completed the sale of the following assets:
i. DA Toll Road Private Limited
The Company signed a binding Share Purchase Agreement (SPA) with Cube Highways andInfrastructure III Pte Ltd (Cube) for 100% equity stake sale of DA Toll Road PrivateLimited (DATR) on March 14 2019 for an Enterprise Value of ~Rs. 3600 crore includingequity or equity linked instruments or debt of up to Rs. 1700 crore.
As per the SPA the Company successfully completed the sale of its 100% equity stake inDATR to Cube for a total transaction enterprise value of ~Rs. 3600 crore. The proceedsfrom the transaction were utilized entirely for debt reduction of the Company.
ii. Parbati Koldam Transmission Company Limited
The Company entered into the agreement for sale of its entire 74% equity shares held inParbati Koldam Transmission Company Limited (PKTCL) to India Grid Trust on November 282020. The transaction was completed on January 8 2021 for a total transaction enterprisevalue of ~Rs. 900 crore. The proceeds from the transaction were utilized entirely for debtreduction of the Company.
iii. Commercial Property
During the year the Company successfully completed the sale of its commercial propertyto YES Bank Limited (YBL) for a transaction value of Rs. 1200 crore. For this purpose theCompany and YBL had entered into a Composite Transaction for Sale Buyback and Lease inrespect of the property whereby the Company would have the option to buy back the propertyat the end of 8 years and 6 months and upon buyback the Company will simultaneously leaseit to YBL for a period of 9 years. Entire proceeds from this sale were utilized to repaythe debt of YES Bank.
The Company has not accepted any deposits from the public falling within the ambit ofSection 73 of the Companies Act 2013 (the Act) and the Companies (Acceptanceof Deposits) Rules 2014. There are no unclaimed deposits unclaimed/ unpaid interestrefunds due to the deposit holders or to be deposited with the Investor Education andProtection Fund as on March 31 2021.
Particulars of Loans Guarantees or Investments
The Company has complied with provisions of Section 186 of the Act to the extentapplicable with respect to Loans Guarantees or Investments during the year.
Pursuant to Section 186 of the Act details of the Investments made by the Company areprovided in the standalone financial statement (Please refer to Note No. 7 to thestandalone financial statement).
Subsidiary Companies Associates and Joint venture
During the year under review DA Toll Road Private Limited and Parbati KoldamTransmission Company Limited ceased to be subsidiaries of the Company.
Further Reliance Naval and Engineering Limited ceased to be an associate of theCompany.
The summary of the performance and financial position of each of the subsidiariesassociate companies and joint venture companies is presented in Form AOC 1. Also areport on the performance and financial position of each of the subsidiaries associatesand joint ventures as per the Act is provided in the consolidated financial statement.
The Policy for determining material subsidiary company asapprovedbytheBoardmaybeaccessedontheCompanyswebsite athttps://www.rinfra.com/documents/1142822/1189698/Policy_for_Determination_of_Material_Subsidiary_updated.pdf.
Standalone and Consolidated Financial Statements
The audited financial statements of the Company are drawn up both on standalone andconsolidated basis for the financial year ended March 31 2021 in accordance with therequirements of the Companies (Indian Accounting Standards) Rules 2015 (Ind-AS) notifiedunder Section 133 of the Act read with relevant Rules and other accounting principles.The Consolidated Financial Statement has been prepared based on the financial statementsreceived from subsidiaries associates and joint ventures as approved by their respectiveBoard of Directors.
In terms of the provisions of the Act Shri Punit Garg Executive Director of theCompany retires by rotation and being eligible offers himself for re-appointment at theensuing Annual General Meeting.
The Company has received declaration from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as prescribed under the Act and theListing Regulations. The details of programme for familiarisation of Independent Directorswith the Company nature of the industry in which the Company operates and related mattersare uploaded on the website of the Company at the link https://www.rinfra.com/documents/1142822/1189698/Familiarisation_ programme.pdf. Based on the writtenrepresentations received from the directors as on March 31 2021 taken on record by theBoard of Directors and the legal opinion obtained by the Company none of the directors isdisqualified as on March 31 2021 from being appointed as a director in terms of Section164(2) of the Act. In the opinion of the Board the Independent Directors possess therequisite expertise and experience and are the persons of high integrity and repute. Theyfulfill the conditions specified in the Act and the Rules made thereunder and areindependent of the management.
Key Managerial Personnel
Shri Pinkesh R Shah has been appointed as Chief Financial Officer of the Company in theplace of previous incumbent Shri Sridhar Narasimhan with effect from May 8 2020.
Evaluation of Directors Board and Committees
The Nomination and Remuneration Committee of the Board of the Company has devised apolicy for performance evaluation of the Directors Board and its Committees whichincludes criteria for performance evaluation. Pursuant to the provisions of the Act andRegulation 17(10) of the Listing Regulations the Board has carried out an annualevaluation of its own performance the performance of the Directors individually as wellas the evaluation of the working of the committees of the Board. The Board performance wasevaluated based on inputs received from all the Directors after considering the criteriasuch as Board Composition and structure effectiveness of Board / Committee processes andinformation provided to the Board etc. Pursuant to the Listing Regulations performanceevaluation of Independent Directors was done by the entire board excluding theIndependent Director being evaluated.
A separate meeting of the Independent Directors was also held for the evaluation of theperformance of Non-Independent Directors performance of the Board as a whole and that ofthe Chairman of the Board.
Policy on appointment and remuneration of Directors Key Managerial Personnel andSenior Management Employees
The Nomination and Remuneration Committee of the Board has devised a policy forselection appointment and remuneration of Directors Key Managerial Personnel and SeniorManagement Employees. The Committee has also formulated the criteria for determiningqualifications positive attributes and independence of Directors. The Policy has been putup on the Companys website at https://www.rinfra.com/documents/1142822/10641881/Remuneration-Policy.pdf.
Directors Responsibility Statement
Pursuant to the requirements under Section 134(5) of the Act with respect toDirectors Responsibility Statement it is hereby confirmed that: i. In thepreparation of the annual financial statement for the financial year ended March 31 2021the applicable accounting standards had been followed along with proper explanationrelating to material departures if any; ii. The Directors had selected such accountingpolicies and applied them consistently and made judgements and estimates that arereasonable and prudent so as to give a true and fair view of the state of affairs of theCompany as at March 31 2021 and of the loss of the Company for the year ended on thatdate; iii. The Directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;iv. The Directors had prepared the annual financial statement for the financial year endedMarch 31 2021 on a going concern basis; v. The Directors had laid down proper internalfinancial controls to be followed by the Company and such internal financial controls areadequate and are operating effectively; and vi. The Directors had devised proper systemsto ensure compliance with the provisions of all applicable laws and that such systems areadequate and operating effectively.
Contracts and Arrangements with Related Parties
All contracts arrangements and transactions entered into by the Company during thefinancial year under review with related parties were on an arms length basis and inthe ordinary course of business.
There were no materially significant related party transactions made by the Companywith Promoters Directors Key Managerial Personnel or other designated persons whichcould have potential conflict with the interest of the Company at large.
During the year the Company has not entered into any contract/ arrangement/transactionwith related parties which could be considered material in accordance with the policy ofCompany on materiality of related party transactions (transactions where the valueinvolved exceeds 10% of the Companys consolidated gross income or 10% of theCompanys consolidated net worth whichever is higher) or which is required to bereported in Form AOC 2 in terms of section 134 (3)(h) read with Section 188 of theAct and Rule 8(2) of the Companies (Accounts) Rules 2014. All Related Party Transactionswere placed before the Audit Committee for approval. Omnibus approval of the AuditCommittee was obtained for the transactions which were of a repetitive nature. Thetransactions entered into pursuant to the omnibus approval so granted were reviewed andstatements giving details of all related party transactions were placed before the AuditCommittee on a quarterly basis. The policy on Related Party Transactions as approved bythe Board is uploaded on the Companys website at the link: https://www.rinfra.com/documents/1142822/1189698/Related_Party_Transactions_ Policy_updated.pdf. Your Directorsdraw attention of the Members to note 34 of the standalone financial statement which setsout related party disclosures pursuant to Ind-AS and Schedule V of Listing Regulations.
Material Changes and Commitments if any affecting the financial position of theCompany
There were no material changes and commitments affecting the financial position of theCompany which have occurred between the end of the financial year and the date of thisreport.
Meetings of the Board
A calendar of Meetings is prepared and circulated in advance to the Directors. Duringthe financial year ended March 31 2021 eight Board Meetings were held. Details of themeetings held and attended by each Director are given in the Corporate Governance Reportforming part of this Annual Report.
The Audit Committee of the Board of Directors comprises of majority of IndependentDirectors. The members of the committee are Ms. Manjari Kacker Shri S S Kohli Shri KRavikumar Ms. Ryna Karani Independent Directors and Shri Punit Garg Executive Directorand Chief Executive Officer. Ms. Manjari Kacker Independent Director is the Chairpersonof the Committee.
During the year all the recommendations made by the Audit Committee were accepted bythe Board.
Auditors and Auditors Report
M/s. Chaturvedi & Shah LLP Chartered Accountants were appointed as StatutoryAuditors of the Company at the 91st Annual General Meeting of the Company heldon June 23 2020 to hold office for a term of 5 consecutive years until the conclusion of96th Annual General Meeting of the Company. The Company has receivedconfirmation from M/s. Chaturvedi & Shah LLP Chartered Accountants that they are notdisqualified from continuing as Auditors of the Company.
The Auditors in their report to the Members have given a Disclaimer of Opinion for thereasons set out in the para titled Basis of Disclaimer of Opinion. The relevant facts andthe factual position have been explained in the Statement of Changes in Equity and Note 40to the Standalone Financial Statements Notes on Accounts. It has been explained that:
(i) The Reliance Group of companies of which the Company is a part supported anindependent company in which the Company holds less than 2% of equity shares ("EPCCompany") to inter alia undertake contracts and assignments for the largenumber of varied projects in the fields of Power (Thermal Hydro and Nuclear) RoadsCement Telecom Metro Rail etc. which were proposed and/or under development by theReliance Group. To this end along with other companies of the Reliance Group the Companyfunded EPC Company by way of project advances subscription to debentures and intercorporate deposits. The total exposure of the Company as on March 31 2021 is Rs. 6491.38crore ( March 31 2020:
Rs. 8066.08 crore) net of provision of Rs. 3972.17 crore (March 31 2020 Rs.3972.17 crore). The Company has also provided corporate guarantees aggregating ofRs.1775 crore.
The activities of EPC Company have been impacted by the reduced project activities ofthe companies of the Reliance Group. While the Company is evaluating the nature ofrelationship if any with the independent EPC Company based on the analysis carried outin earlier years the EPC Company has not been treated as related party.
Given the huge opportunity in the EPC field particularly considering the Government ofIndias thrust on infrastructure sector coupled with increasing project and EPCactivities of the Reliance Group the EPC Company with its experience will be able toachieve substantial project activities in excess of its current levels thus enabling theEPC Company to meet its obligations. Based on the available facts the provision made willbe adequate to deal with any contingency relating to recovery from the EPC Company.
The Company has further provided corporate guarantees of Rs. 4895.87 crore on behalfof certain companies towards their borrowings. As per the reasonable estimate of themanagement of the Company it does not expect any obligation against the above guaranteeamount.
(ii) During the year ended March 31 2020 Rs. 3050.98 Crore being the loss oninvocation of pledge of shares of RPower held by the Company has been adjusted against thecapital reserve. According to the management of the Company this is an extremely rarecircumstance where even though the value of long term strategic investment is high thesame is being disposed off at much lower value for the reasons beyond the control of theParent Company thereby causing the said loss to the Company. Hence being the capitalloss the same has been adjusted against the capital reserve. Further due to above saidinvocation during the year ended March 31 2020 investment in RPower has been reduced to12.77% of its paid-up share capital. Accordingly in terms of Ind AS 28 on Investments inAssociates RPower ceases to be an associate of the Company. Although this being strategicinvestment and Company continues to be promoter of the RPower due to the invocations ofthe shares by the lenders for the reasons beyond the control of the Company the balanceinvestments in RPower have been carried at fair value in accordance with Ind AS 109 onfinancial instruments and valued at current market price and loss of Rs. 1973.90 crorebeing the capital loss has been adjusted against the capital reserve.
The other observations and comments given by the Auditors in their report readtogether with notes on financial statements are self explanatory and hence do not call forany further comments under section 134 of the Act. No fraud has been reported by theAuditors to the Audit Committee or the Board.
Pursuant to the provisions of Section 148 of the Act read with the Companies (Audit andAuditors) Rules 2014 the Board of Directors have appointed M/s. Talati & AssociatesCost Accountants as the Cost Auditors of the Company for conducting the cost audit of theEngineering & Construction Division and Power Generation Division of the Company forthe financial year ending March 31 2022 and their remuneration is subject toratification by the Members at the ensuing Annual General Meeting of the Company.
The Provisions of Section 148(1) of the Act are applicable to the Company andaccordingly the Company has maintained cost accounts and records in respect of theapplicable products for the financial year ended March 31 2021.
During the year under review the Company has complied with the applicable SecretarialStandards issued by The Institute of Company Secretaries of India.
Secretarial Audit and Annual Secretarial Compliance Report
Pursuant to the provisions of Section 204 of the Act read with the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board of Directorshas appointed M/s. Ashita Kaul & Associates Company Secretaries in Practice toundertake the Secretarial Audit of the Company. There is no qualification reservation oradverse remark made by the Secretarial Auditor in the Secretarial Audit Report for thefinancial year ended March 31 2021. The Audit Report of the Secretarial Auditors of theCompany and its material subsidiaries for the financial year ended March 31 2021 areattached hereto as Annexure A1 to A3.
Pursuant to Regulation 24A of the Listing Regulations the Company has obtained AnnualSecretarial Compliance Report from a Practicing Company Secretary on compliance of allapplicable SEBI Regulations and circulars/ guidelines issued there under and copy of thesame has been submitted with the Stock Exchanges within the prescribed due date.
The observations and comments given by the Secretarial Auditor in their Report areself-explanatory and hence do not call for any further comments under Section 134 of theAct.
As required under Section 134 (3)(a) of the Act the Annual Return for the year 2020-21is put up on the Companys website and can be accessed athttps://www.rinfra.com/web/rinfra/annual-return.
Particulars of Employees and related disclosures
In terms of the provisions of Section 197(12) of the Act read with Rule 5(2) and 5(3)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 asamended a statement showing the names and other particulars of the employees drawingremuneration in excess of the limits set out in the said Rules are provided in the AnnualReport.
Disclosures relating to the 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 as amended also forms part of this Annual Report.
However having regard to the provisions of second proviso to Section 136(1) of theAct the Annual Report excluding the aforesaid information is being sent to all theMembers of the Company and others entitled thereto. Any member interested in obtaining thesame may write to the Company Secretary and the same will be furnished on request.
Conservation of energy technology absorption and foreign exchange earnings and outgo
The particulars as required to be disclosed in terms of Section 134(3) (m) of the Actread with Rule 8 of the Companies (Accounts) Rules 2014 are given in Annexure Bforming part of this Report.
The Company has adopted the "Reliance Group-Corporate Governance Policies and Codeof Conduct" which sets out the systems processes and policies conforming to theinternational standards. The report on Corporate Governance as stipulated under Regulation34(3) read with para C of Schedule V of the Listing Regulations is presented in a separatesection forming part of this Annual Report.
A certificate from M/s. Ashita Kaul & Associates Practising Company Secretaryconfirming compliance to the conditions of Corporate Governance as stipulated under Para Eof Schedule V of the Listing Regulations is enclosed to this Report.
Whistle Blower Policy (Vigil Mechanism)
In accordance with Section 177 of the Act and the Listing Regulations the Company hasformulated a Vigil Mechanism to address the genuine concerns if any of the Directors andemployees. The details of the same have been stated in the Report on Corporate Governanceand the policy can also be accessed on the Companys website at the link:https://www. rinfra.com/documents/1142822/1189698/Whistle_Blower_ Policy_updated.pdf.
The Board of the Company has constituted a Risk Management Committee which consists ofmajority of Independent Directors and also Senior Managerial Personnel of the Company. Thedetails of the Committee and its terms of reference etc. are set out in the CorporateGovernance Report forming part of this Report.
The Company has a robust Business Risk Management framework to identify evaluatebusiness risks and opportunities. This framework seeks to create transparency minimizeadverse impact on the business objectives and enhances Companys competitiveadvantage. The business risk framework defines the risk management approach across theenterprise at various levels including documentation and reporting.
The framework has different risk models which help in identifying risk trend exposureand potential impact analysis at a Company level as also separately for business segment.The risks are assessed for each project and mitigation measures are initiated both at theproject as well as at the corporate level. More details on Risk Management indicatingdevelopment and implementation of Risk Management policy including identification ofelements of risk and their mitigation are covered in Management Discussion and Analysissection which forms part of this Report.
Compliance with the provisions of Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013
The Company is committed to upholding and maintaining the dignity of women employeesand it has in place a policy which provides for protection against sexual harassment ofwomen at work place and for prevention and redressal of such complaints. During the yearunder review no such complaints were received. The Company has also constituted anInternal Compliance Committee under the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013.
Corporate Social Responsibility
The Company has constituted Corporate Social Responsibility (CSR) Committee incompliance with the provisions of Section 135 of the Act read with the Companies(Corporate Social Responsibility Policy) Rules 2014. The CSR Committee has formulated aCSR Policy indicating the activities to be undertaken by the Company. The CSR policy maybe accessed on the Companys website at the link: https://www.rinfra.com/documents/1142822/1189698/Rinfra_CSRPolicy_revised. pdf.
The CSR Committee of the Board comprises of Ms. Ryna Karani as Chairperson Shri S SKohli Shri K Ravikumar and Shri Punit Garg as the Members. The disclosure with respect toCSR activities forming part of this Report is given as Annexure C.
Order if any passed by the regulator or courts or tribunals
No orders have been passed by the Regulators or Courts or Tribunals impacting the goingconcern status of the Company and its operations.
Internal Financial Controls and their adequacy
The Company has in place adequate internal financial controls with reference tofinancial statement across the organization. The same is subject to review periodicallyby the internal audit cell for its effectiveness. During the financial year such controlswere tested and no reportable material weaknesses in the design or operations wereobserved.
Business Responsibility Report
Business Responsibility Report for the year under review as stipulated under theListing Regulations is presented under separate section forming part of this AnnualReport.
During the year under review there were no reportable events in relation to issue ofequity shares with differential rights as to dividend voting or otherwise issue of sweatequity shares to its Directors or Employees proceedings pending under the Insolvency andBankruptcy Code 2016 and one-time settlement with any Bank or Financial Institution.
Your Directors would like to express their sincere appreciation for the co-operationand assistance received from shareholders debenture holders debenture trustees bankersfinancial institutions government authorities regulatory bodies and other businessconstituents during the year under review. Your Directors also wish to place on recordtheir deep sense of appreciation for the commitment displayed by all executives officersand staff.
For and on behalf of the Board of Directors
Anil Dhirubhai Ambani
Date : May 28 2021