Annual Report 2019-20 Padma Vibhushan Shri Dhirubhai H
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Annual Report 2019-20 Padma Vibhushan Shri Dhirubhai H. Ambani (28th December, 1932 - 6th July, 2002) Reliance Group - Founder and Visionary Reliance Infrastructure Limited Board of Directors Contents Page No. Shri Anil Dhirubhai Ambani - Chairman Notice of Annual General Meeting ............................................ 04 Shri S Seth - Vice Chairman Shri Punit Garg - Executive Director and CEO Directors’ Report .......................................................................... 09 Shri S S Kohli Shri K Ravikumar Ms. Ryna Karani Management Discussion and Analysis ....................................... 19 Ms. Manjari Kacker Business Responsibility Report ................................................... 27 Key Managerial Personnel Corporate Governance Report .................................................... 35 Shri Pinkesh Shah - Chief Financial Officer Shri Paresh Rathod - Company Secretary & Investor Information .................................................................... 53 Compliance Officer Independent Auditors' Report on the Financial Statement ..................................................................... 62 Auditors M/s. Pathak H.D. & Associates LLP Balance Sheet .............................................................................. 70 Statement of Profit and Loss...................................................... 71 Registered Office Reliance Centre, Ground Floor Statement of Changes in Equity ................................................ 72 19, Walchand Hirachand Marg Ballard Estate, Mumbai 400 001 Cash Flow Statement .................................................................. 74 CIN : L75100MH1929PLC001530 Tel. : +91 22 4303 1000 Notes to Financial Statement .................................................... 76 Fax : +91 22 4303 8662 Email : [email protected] Independent Auditors’ Report on the Website: www.rinfra.com Consolidated Financial Statement ............................................138 Registrar and Transfer Agent Consolidated Balance Sheet .....................................................144 KFin Technologies Private Limited Consolidated Statement of Profit and Loss.............................145 Selenium Building, Tower – B, Plot No. 31 & 32 Financial District, Nanakramguda Hyderabad - 500 032, Telangana. Consolidated Statement of Changes in Equity .......................146 Website: www.kfintech.com Consolidated Cash Flow Statement .........................................148 Investor Helpdesk Notes to Consolidated Financial Statement ...........................151 Toll free no (India) : 1800 4250 999 Tel. no. : +91 40 6716 1500 Statement containing salient features of the Fax no. : +91 40 6716 1791 financial statements of Subsidiaries/Associates/ Email : [email protected] Joint Ventures .............................................................................242 91st Annual General Meeting on Tuesday, June 23, 2020 at 2.30 P.M. (IST) through Video Conferencing (VC) / Other Audio Visual Means (OAVM) This Annual Report can be accessed at www.rinfra.com. 3 Reliance Infrastructure Limited Notice NOTICE is hereby given that the 91st Annual General Meeting RESOLVED FURTHER THAT the Board of Directors of the (AGM) of the Members of Reliance Infrastructure Limited will Company be and is hereby authorised to do all acts and be held on Tuesday, June 23, 2020 at 2.30 P.M. (IST) through take all such steps as may be necessary, to give effect to Video Conference (VC)/ Other Audio Visual Means (OAVM) this resolution.” facility to transact the following business: By Order of the Board of Directors Ordinary Business: Paresh Rathod 1. To consider and adopt: Company Secretary (a) the audited financial statement of the Company Registered Office: for the financial year ended March 31, 2020 and Reliance Centre, Ground Floor, the reports of the Board of Directors and Auditors 19, Walchand Hirachand Marg, thereon, and Ballard Estate, Mumbai 400 001 CIN:L75100MH1929PLC001530 (b) the audited consolidated financial statement of the Website:www.rinfra.com Company for the financial year ended March 31, 2020 and the report of the Auditors thereon. May 08, 2020 2. To appoint a Director in place of Shri S. Seth (DIN:00004631), who retires by rotation under the Notes: provisions of the Companies Act, 2013 and being eligible, 1. Statement pursuant to Section 102(1) of the Companies offers himself for re-appointment. Act, 2013 (“Act”), in respect of the Special Business to 3. To appoint Auditors and fix their remuneration and in this be transacted at the Annual General Meeting (“AGM”) is regard, to consider and, if thought fit, to pass the following annexed hereto. resolution as an Ordinary Resolution: 2. In view of the continuing Covid-19 pandemic, the “RESOLVED THAT pursuant to the provisions of Sections Ministry of Corporate Affairs (“MCA”) has vide its circular 139, 142 and other applicable provisions, if any, of the Companies Act, 2013 (hereinafter referred to as “the Act”) dated May 5, 2020 read with circulars dated April 8, and the relevant Rules made thereunder (including any 2020 and April 13, 2020 (collectively referred to as statutory modification(s) or re-enactment(s) thereof for “MCA Circulars”) permitted the holding of the “AGM” the time being in force), M/s. Chaturvedi and Shah LLP, through Video Conferencing (VC) / Other Audio Visual Chartered Accountants (Firm Registration no. W100355), Means (OAVM), without the physical presence of the who have confirmed their eligibility for the appointment Members at a common venue. Accordingly, in compliance pursuant to Section 141 of the Act as Statutory Auditors with the provisions of the Act, SEBI (Listing Obligations of the Company, be and are hereby appointed as Statutory Auditors of the Company for a term of five consecutive and Disclosure Requirements) Regulations, 2015 (“SEBI years, to hold office from the conclusion of this Annual Listing Regulations”) and MCA Circulars, the AGM of the General Meeting till the conclusion of the ninety sixth Company is being held through VC / OAVM. Annual General Meeting, at such remuneration as shall be fixed by the Board of Directors of the Company.” 3. The AGM is being held pursuant to the MCA Circulars through VC / OAVM, physical attendance of Members Special Business: has been dispensed with. Accordingly, the facility for 4. Remuneration to Cost Auditors appointment of proxies will not be available for the AGM and hence the Proxy Form and Attendance Slip are To consider and, if thought fit, to pass, the following not annexed to this Notice. resolution as an Ordinary Resolution: 4. Re-appointment of Director: “RESOLVED THAT pursuant to the provisions of Section 148 and all other applicable provisions, if any, of the At the ensuing Annual General Meeting, Shri S. Seth, Companies Act, 2013 and the rules made thereunder Director of the Company shall retire by rotation under (including any statutory modification(s) or re-enactment(s) the provisions of the Act and being eligible, offers himself thereof, for the time being in force), M/s V. J. Talati & for re-appointment. The Nomination and Remuneration Company, Cost Accountants (Firm Registration Number Committee and the Board of Directors of the Company R/000213), appointed as the Cost Auditors of the have recommended the re-appointment. Company for audit of the cost accounting records of the The details pertaining to Shri S. Seth are furnished Company for the financial year ending March 31, 2021, hereunder: be paid remuneration of ` 25,000 (Rupees twenty five thousand only) plus applicable taxes and out of pocket Shri S. Seth, 64 years, is a Fellow Chartered Accountant expenses, if any. and a law graduate. He has vast experience in general management. Shri S. Seth is also on the Board of Reliance 4 Reliance Infrastructure Limited Notice Power Limited, Reliance Defence Limited, Reliance 11. Relevant documents referred to in the accompanying Defence and Aerospace Private Limited, Reliance Defence Notice calling the AGM are available on the website of Systems Private Limited, Reliance Defence Technologies the Company for inspection by the Members. Private Limited and Reliance Airport Developers Limited. 12. Members are advised to refer to the section titled ‘Investor As on March 31, 2020, Shri S. Seth does not hold any Information’ provided in this Annual Report. shares of the Company. He does not hold any relationship 13. As mandated by SEBI, effective from April 1, 2019, that with other Directors and Key Managerial Personnel of the securities of listed companies shall be transferred only in Company. dematerialised form. In view of the above and to avail 5. Corporate Members are required to send a scanned various benefits of dematerialisation, Members are advised copy (PDF/JPG Format) of its Board or governing to dematerialise share(s) held by them in physical form. body Resolution / Authorization, etc., authorizing its 14. Members are requested to fill in and submit the Feedback representative to attend the AGM through VC / OAVM Form provided in the ‘Investor Relations’ section on the on its behalf and to vote through remote e-voting to Company’s website www.rinfra.com to aid the Company the M/s. KFin Technologies Private Limited (Kfintech), in its constant endeavor to enhance the standards of the Registrar and Transfer Agent, by email through its service to investors. registered email address to [email protected]. 15. Instructions for attending the AGM and e-voting are as 6. In compliance with the