Reliance Communications Limited Tel : +91 022 3038 6286 DhirubhaiAmbani Knowledge City Fax: +91 022 3037 6622 Navi Mumbai - 400 710, India www.rcom.co.in September 06, 2019 BSE Limited National Stock Exchange of India Ltd. PhirozeJeejeebhoy Towers Exchange Plaza, C/1, Block G Dalal Street, Fort, Bandra - Kurla Complex, Bandra (East) Mumbai 400 001 Mumbai 400 051 BSE Scrip Code: 532712 NSE Scrip Symbol: RCOM Dear Sir(s), Sub: Notice of 15th Annual General Meeting and Annual Report 2018-19 This is to inform that the 15th Annual General Meeting of the members of Reliance Communications Limited (“Company”) shall be held on Monday, September 30, 2019 at 4:00 p.m. at Rama & Sundri Watumull Auditorium, Vidyasagar, Principal K. M. Kundnani Chowk, 124, Dinshaw Wachha Road, Churchgate, Mumbai – 400020 (“the AGM”). The Annual Report for the financial year 2018-19, including the Notice convening the AGM, as approved by the Interim Resolution Professional of the Company in the meeting dated May 27th, 2019 is attached herewith for your records. The Company will provide to its members the facility to cast their vote(s) on all resolutions set out in the Notice by electronic means ("e-voting") and through ballot at the venue of AGM. The e-voting communication giving instructions for e-voting, being sent along with the Annual Report is also enclosed. Thanking you. Yours faithfully, For Reliance Communications Limited Rakesh Gupta Company Secretary Encl: As above (Reliance Communications Limited is under Corporate Insolvency Resolution Process pursuant to the provisions of the Insolvency and Bankruptcy Code, 2016. Vide order dated June 21, 2019, the Hon’ble NCLT has replaced the interim resolution professional of the Company and with effect from June 28, 2019, its affairs, business and assets are being managed by, and the powers of the board of directors are vested in, the Resolution Professional, Mr. Anish Nanavaty, appointed by Hon'ble National Company Law Tribunal, Mumbai Bench, Mumbai, vide order dated 21st June, 2019, which was published on 28th June, 2019) Registered Office: Reliance Communications Limited. H Block, 1st Floor, Dhirubhai Ambani Knowledge City, Navi Mumbai - 400 710 CIN No.: L45309MH2004PLC147531 Communications Annual Report 2018-19 Profile Reliance Communications Limited is a constituent of Reliance Group, one of the leading business houses in India. Reliance Communications has established a pan-India, next generation, network that is capable of supporting best-of-class services spanning the entire communications value chain. Reliance Communications owns and operates the world’s largest next generation IP enabled connectivity infrastructure, comprising over 280,000 kilometers of fibre optic cable systems in India, USA, Europe, Middle East and the Asia Pacific region. Business Mix Internet Data Center Enterprise • • Colocation Broadband • Leased Line • Managed Services • Office Centrex • Cloud Services • MPLS and VPN Communications Global Operations ILD Voice • Subsea cable infrastructure • Carrier Voice • Global Managed Network • Global Call Services • IP & Cloud connectivity This Report is printed on environment friendly paper. Reliance Communications Limited Board of Directors Contents Page No. Shri Anil Dhirubhai Ambani - Chairman Notice of Annual General Meeting ............................................... 4 Prof. J. Ramachandran Shri Deepak Shourie Directors’ Report ............................................................................. 7 Shri A. K. Purwar Shri R. N. Bhardwaj Management Discussion and Analysis ........................................19 Smt. Manjari Kacker Smt. Ryna Karani Corporate Governance Report .....................................................23 Smt. Chhaya Virani Shri Suresh Rangachar Investor Information .....................................................................39 Shri Punit Garg Shri Manikantan V. - Director and Chief Financial Officer Certificate on Corporate Governance by practicing Company Secretary .....................................................45 Company Secretary and Compliance Officer Independent Auditors’ Report on Shri Prakash Shenoy Standalone Financial Statements ................................................46 Auditors Balance Sheet ...............................................................................56 M/s. Pathak H. D. & Associates Statement of Profit and Loss.......................................................57 Registered Office Statement of Changes in Equity .................................................58 H Block, 1st Floor Dhirubhai Ambani Knowledge City Cash Flow Statement ...................................................................59 Navi Mumbai 400 710 CIN: L45309MH2004PLC147531 Notes to the Financial Statements .............................................61 Tel.: +91 22 3038 6286 Fax: +91 22 3037 6622 Independent Auditors’ Report on E-mail: [email protected] Consolidated Financial Statements .......................................... 106 Website: www.rcom.co.in Consolidated Balance Sheet ..................................................... 112 Registrar and Transfer Agent Consolidated Statement of Karvy Fintech Private Limited Profit and Loss ............................................................................ 113 Karvy Selenium Tower – B, Plot No. 31 & 32 Survey No. 116/22, 115/24, 115/25 Consolidated Statement of Changes in Equity ....................... 114 Financial District, Nanakramguda Hyderabad 500 032 Consolidated Cash Flow Statement ......................................... 115 Website: www.karvyfintech.com Notes to the Consolidated Financial Statements ................... 116 Investor Helpdesk Statement containing salient features of the Toll free no (India) : 1800 4250 999 financial statements of subsidiaries/ Tel. : +91 40 6716 1500 associate companies / joint ventures ...................................... 172 Fax : +91 40 6716 1791 E-mail : [email protected] Attendance Slip and Proxy Form ............................................. 183 15th Annual General Meeting on Monday, September 30, 2019 at 4.00 P.M. at Rama & Sundri Watumull Auditorium, Vidyasagar, Principal K. M. Kundnani Chowk, 124, Dinshaw Wachha Road, Churchgate, Mumbai – 400020 This Annual Report can be accessed at www.rcom.co.in 3 Reliance Communications Limited Notice Notice “RESOLVED THAT pursuant to the provisions of Section 148 and all other applicable provisions, if any, of the Companies Notice is hereby given that the 15th Annual General Meeting of Act, 2013 read with the Rules made thereunder (including any the Members of Reliance Communications Limited a company statutory modification(s) or re-enactment(s) thereof, for the under Corporate Insolvency Resolution Process of the Insolvency time being in force) M/s. V. J. Talati & Co., Cost Accountants and Bankruptcy Code, 2016 will be held on Monday, September (Firm Registration Number 00213), appointed by the Interim 30, 2019 at 4.00 p.m. at Rama & Sundri Watumull Auditorium, Resolution Professional as the Cost Auditors of the Company Vidyasagar, Principal K. M. Kundnani Chowk, 124, Dinshaw for auditing the cost accounting records of the Company for the Wachha Road, Churchgate, Mumbai – 400020 to transact the financial year ending March 31, 2020, be paid remuneration of following business: ` 2.50 lakh (Rupees two lakh fifty thousand only) excluding tax Background: and out of pocket expenses, if any. Pursuant to the Order dated 15th May 2018 of the Hon’ble RESOLVED FURTHER THAT Chief Financial Officer and / National Company Law Tribunal - Mumbai Bench, at Mumbai or Company Secretary of the Company be and are hereby (“NCLT Order”), Corporate Insolvency Resolution Process (“CIR authorised to do all acts, deeds and things and take all such Process”) has been initiated for the Company in accordance with steps as may be necessary, proper or expedient to give effect to the provisions of the Insolvency and Bankruptcy Code, 2016, this resolution as per direction of the Resolution Professional.” (“Code”) and related rules and regulations issued thereunder with effect from 15th May 2018 (Corporate Insolvency Resolution For Reliance Communications Limited Process Commencement Date). Shri Pardeep Kumar Sethi was (Company under Corporate Insolvency Resolution Process) appointed as Interim Resolution Professional in terms of the th NCLT Order. Subsequently, pursuant to the Order dated 30 Prakash Shenoy May 2018 Hon’ble National Company Law Appellate Tribunal Company Secretary (“NCLAT Order”) stayed NCLT Order referred above. However, Hon’ble NCLAT vide its Order dated 30th April, 2019 vacated Registered Office: the stay on NCLT Order and referred the matter back to NCLT, H Block, 1st Floor Mumbai Bench. Dhirubhai Ambani Knowledge City Navi Mumbai 400 710 NCLT, Mumbai bench vide its Order dated 7th May, 2019 revived CIN:L45309MH2004PLC147531 Corporate Insolvency Resolution Process against the Company w.e.f. Website: www.rcom.co.in 30th April 2019. The powers of Board of Directors of the Company stand suspended effective from the CIR Process commencement May 27, 2019 date and such powers along with the management of affairs of the Company are vested with the Interim Resolution professional (“IRP”). In view hereof, Annual General Meeting is being called and convened by the Order of IRP. Ordinary Business: 1. To consider and adopt: a) the audited financial statement of the Company for the financial year ended March 31, 2019 and Notes: the reports of the Board of Directors and