3 1 st Annual Report 2018- 2019 1 Annual Report 2018-19 Contents of this Report Page No. Company Information 2 Notice of Annual General Meeting 3 Corporate Governance Report 9 Board’s Report 26 Business Responsibility Report 38 Standalone Financial Statements Independent Auditor’s Report on Financial Statements 46 Balance Sheet 52 Statement of Profit and Loss 53 Statement of Changes in Equity 54 Cash Flow Statement 55 Notes to the Financial Statements 56 Consolidated Financial Statements Independent Auditor’s Report on Consolidated Financial Statements 78 Consolidated Balance Sheet 82 Consolidated Statement of Profit and Loss 83 Consolidated Statement of Changes in Equity 84 Consolidated Cash Flow Statement 85 Notes to the Consolidated Financial Statements 86 Salient Features of Financial Statements of Subsidiaries/ Associates/ Joint Ventures 108 Attendance Slip and Proxy Form 111 2 Reliance Industrial Infrastructure Limited Company Information Board of Directors Auditors Mahesh K. Kamdar Non-Executive Chairman D T S & Associates Chandra Raj Mehta Independent Director Sandeep H. Junnarkar Independent Director Solicitors & Advocates S. C. Malhotra Non-Executive Director Kanga & Co. (Upto 31.03.2019) A. Siddharth Non-Executive Director (w.e.f. 01.04.2019) Bhama Krishnamurthy (Smt.) Independent Director Bankers Dilip V. Dherai Executive Director HDFC Bank Limited Syndicate Bank Audit Committee Chandra Raj Mehta Chairman Sandeep H. Junnarkar Registered Office S. C. Malhotra (upto 31.03.2019) NKM International House, 5th Floor, A. Siddharth (w.e.f. 01.04.2019) 178 Backbay Reclamation, Bhama Krishnamurthy (Smt.) Behind LIC Yogakshema Building, Babubhai Chinai Road, Nomination and Remuneration Committee Mumbai - 400 020, India Chandra Raj Mehta Chairman CIN : L60300MH1988PLC049019 Mahesh K. Kamdar Website : www.riil.in Sandeep H. Junnarkar E-mail : [email protected] Bhama Krishnamurthy (Smt.) Tel. : +91 22 4477 9053 Fax : +91 22 4477 9052 Stakeholders Relationship Committee Chandra Raj Mehta Chairman Share Transfer Agent Mahesh K. Kamdar Karvy Fintech Private Limited Sandeep H. Junnarkar (formerly Karvy Computershare Private Limited) S. C. Malhotra (upto 31.03.2019) Karvy Selenium Tower B, Plot 31-32, Gachibowli, Financial A. Siddharth (w.e.f. 01.04.2019) District, Nanakramguda, Hyderabad - 500 032, India Website : www.karvyfintech.com Corporate Social Responsibility Committee E-Mail : [email protected] Mahesh K. Kamdar Chairman Tel. : +91 40 6716 1700 Chandra Raj Mehta Toll Free : 1800 425 8998 Sandeep H. Junnarkar No. (From 9:00 a.m. to 6:00 p.m.) S. C. Malhotra (upto 31.03.2019) Fax : +91 40 6716 1680 A. Siddharth (w.e.f. 01.04.2019) Company Secretary and Compliance Officer Shailesh Dholakia Chief Financial Officer Salil Mishra 31st Annual General Meeting on Wednesday, 28th August, 2019 at 11:00 a.m. at 2nd Floor, Babubhai Chinai Committee Room, IMC Chamber of Commerce and Industry, IMC Marg, Churchgate, Mumbai – 400 020. 3 Annual Report 2018-19 NOTICE Notice is hereby given that the Thirty First Annual General Meeting Special Business of the members of Reliance Industrial Infrastructure Limited will be held on Wednesday, 28th August, 2019 at 11.00 a.m. at 2nd Floor, 4. To appoint Shri A. Siddharth as a Director, liable to retire by Babubhai Chinai Committee Room, IMC Chamber of Commerce rotation and in this regard, to consider and if thought fit, to and Industry, IMC Marg, Churchgate, Mumbai – 400 020, to transact pass, with or without modification(s), the following resolution the following business: as an Ordinary Resolution: Ordinary Business “RESOLVED THAT pursuant to the provisions of Section 152 and other applicable provisions of the Companies Act, 1. To consider and adopt (a) the audited financial statement of 2013 (“the Act”), (including any statutory modification(s) the Company for the financial year ended 31st March, 2019 or re-enactment(s) thereof, for the time being in force) and the reports of the Board of Directors and Auditors thereon; Shri A. Siddharth (DIN : 00016278), who was appointed as an and (b) the audited consolidated financial statement of the Additional Director of the Company pursuant to the provisions Company for the financial year ended 31st March, 2019 and the of Section 161(1) of the Act and the Articles of Association of the report of the Auditors thereon and in this regard to consider Company and in respect of whom the Company has received a and if thought fit, to pass, with or without modification(s), the notice in writing under Section 160 of the Act from a member of following resolutions as Ordinary Resolutions: the Company proposing his candidature for the office of Director, be and is hereby appointed as a Director of the Company, liable to (a) “RESOLVED THAT the audited financial statement of the retire by rotation. Company for the financial year ended 31st March, 2019 and the reports of the Board of Directors and Auditors RESOLVED FURTHER THAT the Board of Directors of the Company thereon laid before this meeting, be and are hereby be and is hereby authorised to do all such acts and take all such considered and adopted.” steps as may be necessary, proper or expedient to give effect to this resolution.” (b) “RESOLVED THAT the audited consolidated financial statement of the Company for the financial year ended By Order of the Board of Directors 31st March, 2019 and the report of the Auditors thereon laid before this meeting, be and are hereby considered and adopted.” Shailesh Dholakia Company Secretary and Compliance Officer 2. To declare a dividend on equity shares of the Company Mumbai, 29th July, 2019 for the financial year ended 31st March, 2019 and in this regard to consider and if thought fit, to pass, with or without Registered Office: modification(s), the following resolution as an Ordinary NKM International House, 5th Floor, Resolution: 178 Backbay Reclamation, Behind LIC Yogakshema Building, Babubhai Chinai Road, Mumbai- 400 020, India “RESOLVED THAT a dividend at the rate of ` 3.00 (Three CIN: L60300MH1988PLC049019 Rupees) per equity share of ` 10/- (Ten Rupees) each fully Website: www.riil.in paid-up of the Company, as recommended by the Board of E-mail: [email protected] Directors of the Company be and is hereby declared for the Tel.:+91 22 4477 9053 financial year ended 31st March, 2019 and the same be paid out of the profits of the Company for the financial year ended Fax: +91 22 4477 9052 31st March, 2019.” 3. To appoint Shri Dilip V. Dherai, who retires by rotation, as a Director and in this regard, to consider and if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution: “RESOLVED THAT pursuant to the provisions of Section 152 and other applicable provisions of the Companies Act, 2013, Shri Dilip V. Dherai (DIN: 00011789), who retires by rotation at this meeting, be and is hereby re-appointed as a Director of the Company, liable to retire by rotation.” 4 Reliance Industrial Infrastructure Limited NOTICE Notes: Shri Dilip V. Dherai is interested in the Ordinary Business set out at Item No. 3 of the Notice with regard to his re- 1. A Statement pursuant to Section 102(1) of the Companies appointment. The relatives of Dilip V. Dherai, may be deemed Act, 2013 (“the Act”), relating to the Special Business to be to be interested in the said Resolution to the extent of their transacted at the Annual General Meeting (the “Meeting”) is shareholding interest, if any, in the Company. Save and except annexed hereto. the above, none of the Directors I Key Managerial Personnel of the Company I their relatives are, in any way, concerned or interested, financially or otherwise, in the Ordinary Business 2. A member entitled to attend and vote at the Meeting is entitled to appoint a proxy to attend and vote on a poll set out under Item Nos. 1 to 3 of the Notice. instead of himself and the proxy need not be a member of the Company. The instrument appointing the proxy 7. Details of Directors retiring by rotation / seeking appointment/ should, however, be deposited at the Registered Office of re-appointment at the ensuing Meeting are provided in the the Company not less than forty-eight hours before the “Annexure” to the Notice. commencement of the Meeting. 8. Members I Proxies I Authorised Representatives are requested A person can act as a proxy on behalf of members not to bring to the Meeting necessary details of their shareholding, exceeding fifty and holding in the aggregate not more attendance slip(s) and copy (ies) of their Annual Report. than ten percent of the total share capital of the Company carrying voting rights. A member holding more than ten percent of the total share capital of the Company carrying 9. In case of joint holders attending the Meeting, only such joint voting rights may appoint a single person as proxy and holder who is higher in the order of names will be entitled to such person shall not act as a proxy for any other person vote at the Meeting. or shareholder. The proxyholder shall prove his identity at the time of attending the Meeting. 10. Relevant documents referred to in the Notice are open for inspection by the members at the Registered Office of the 3. Attendance slip, proxy form and the route map of the venue of Company on all working days (i.e., except Saturdays, Sundays the Meeting are annexed hereto. The prominent landmark for and Public Holidays) during business hours up to the date of the venue of the Meeting is Churchgate Railway Station. the Meeting. The aforesaid documents will also be available for inspection by members at the Meeting. 4. Corporate members intending to send their authorised representative(s) to attend the Meeting are requested to send 11.