Reliance Communications Limited Tel : +91 022 3038 6286 Dhirubhai Ambani Knowledge City Fax: +91 022 3037 6622 Navi Mumbai - 400 710, India www.rcom.co.in September 04, 2020 The General Manager The Manager Corporate Relationship Department National Stock Exchange of India Ltd. BSE Limited Exchange Plaza, C/1, Block G Phiroze Jeejeebhoy Towers Bandra - Kurla Complex, Bandra (East) Dalal Street, Fort, Mumbai 400 051 Mumbai 400 001 Fax No.: 2659 8237 / 38/8347/48 / Fax No.: 2272 2037/39/41/61/3121/3719 66418124/25/26 BSE Scrip Code: 532712 NSE Symbol: RCOM Dear Sir / Madam, Sub: Notice of 16th Annual General Meeting and Annual Report 2019-20 The Annual Report for the financial year 2019-20, including the Notice convening 16th Annual General Meeting of the members of the Company scheduled to be held on Saturday, September 26, 2020 at 12:00 noon (IST) through Video Conferencing (VC) / Other Audio Visual Means (OAVM) is enclosed. 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’). The detailed process to join meeting through VC / OAVM and e-voting, are set out in Notice. 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. 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 Niranjan Nanavaty, appointed by Hon'ble National Company Law Tribunal, Mumbai Bench, vide order dated June 21, 2019 which was published on the website of the Hon'ble National Company Law Tribunal, Mumbai Bench on June 28, 2019). Registered Office: Reliance Communications Limited. H Block, 1st Floor, Dhirubhai Ambani Knowledge City, Navi Mumbai - 400 710 CIN No.: L45309MH2004PLC147531 Communications Annual Report 2019-20 Profile Reliance Communications Limited (RCOM), together with its subsidiary Globalcom IDC Limited, is a telecommunication service provider with businesses including India Data Center Business and India National Long Distance business. RCOM conducts a substantial portion of its business through subsidiary companies, including Globalcom IDC Limited and Reliance Infratel Limited. Reliance Communications Limited Board of Directors Contents Page No. Shri Anil Dhirubhai Ambani - Chairman Notice of Annual General Meeting ............................................... 4 Smt. Manjari Kacker Smt. Ryna Karani Directors’ Report ...........................................................................10 Smt. Chhaya Virani Shri Suresh Rangachar Shri Punit Garg Management Discussion and Analysis ........................................22 Shri Vishwanath Devaraja Rao - Executive Director and Chief Financial Officer Corporate Governance Report .....................................................26 Company Secretary and Compliance Officer Investor Information .....................................................................44 Shri Rakesh Gupta Certificate on Corporate Governance by practicing Company Secretary .....................................................57 Auditors M/s. Pathak H. D. & Associates Independent Auditors’ Report on Standalone Financial Statements ................................................59 Registered Office Balance Sheet ...............................................................................72 H Block, 1st Floor Dhirubhai Ambani Knowledge City Statement of Profit and Loss.......................................................73 Navi Mumbai 400 710 CIN: L45309MH2004PLC147531 Statement of Changes in Equity .................................................74 Tel.: +91 22 3038 6286 Fax: +91 22 3037 6622 Cash Flow Statement ...................................................................75 E-mail: [email protected] Website: www.rcom.co.in Notes to the Financial Statements .............................................77 Registrar and Transfer Agent Independent Auditors’ Report on Consolidated Financial Statements .......................................... 122 KFin Technologies Private Limited, Unit: Reliance Communications Limited, Selenium Tower – B, Plot No. 31 & 32, Consolidated Balance Sheet ..................................................... 130 Survey No. 116/22, 115/24, 115/25, Financial District, Nanakramguda, Consolidated Statement of Hyderabad 500 032. Telangana Profit and Loss ............................................................................ 131 Website: www.kfintech.com Consolidated Statement of Changes in Equity ....................... 132 Investor Helpdesk Toll free no (India) : 1800 4250 999 Consolidated Cash Flow Statement ......................................... 133 Tel. : +91 40 6716 1500 Fax : +91 40 6716 1791 Notes to the Consolidated Financial Statements ................... 134 E-mail : [email protected] Statement containing salient features of the financial statements of subsidiaries/ associate companies / joint ventures ...................................... 189 16th Annual General Meeting on Saturday, September 26, 2020 at 12.00 noon (IST) through Video Conference (VC) / Other Audio Visual Means (OAVM) This Annual Report can be accessed at www.rcom.co.in 3 Reliance Communications Limited Notice Notice is hereby given that the 16th Annual General Meeting 2. To appoint a Director in place of Shri Punit Garg (DIN: (AGM) of the Members of Reliance Communications Limited 00004407), who retires by rotation under the provisions (“Company”), a company in Corporate Insolvency Resolution of the Companies Act, 2013 and being eligible, offers Process under the provisions of the Insolvency and Bankruptcy himself for re-appointment. Code, 2016, will be held on Saturday, September 26, 2020 at 12.00 p.m. through Video Conference (VC)/ Other Audio Visual (His re-appointment is a part of compliance with section Means (OAVM) to transact the following business; 152(6) of the Companies Act, 2013. However, the powers of the Board shall continue to remain suspended during the Background: continuance of CIR Process. The tenure of directors will be subject to the terms of the Resolution Plan as may be Pursuant to an application filed by Ericsson India Pvt. Ltd before approved by the NCLT in terms of Section 31 of the Code). the Hon’ble National Company Law Tribunal, Mumbai Bench (“NCLT”) in terms of Section 9 of the Insolvency and Bankruptcy Special Business: Code, 2016 read with the rules and regulations framed thereunder (“Code”), the NCLT had admitted the application and ordered the 3. Ratification of Remuneration payable to Cost Auditor commencement of corporate insolvency resolution process (“CIR To consider and, if thought fit, to pass the following process” or “CIRP”) of the Company vide its order dated May 15, resolution as an Ordinary Resolution: 2018 (“Admission Order”). The Hon’ble NCLT had, pursuant to the Admission Order, appointed an interim resolution professional “RESOLVED THAT a fee of ` 2.50 lakh (Rupees two for the Company (“IRP”) vide its order dated May 18, 2018. In lakh fifty thousand only) excluding tax and out of pocket terms of the Admission Order, inter alia, the management of the expenses, if any, for the financial year 2020-21 payable to affairs of the Company was vested in the IRP. M/s. V. J. Talati & Co., Cost Accountants (Firm Registration Number 00213), appointed by the Resolution Professional Subsequently, the Hon’ble National Company Law Appellate as the Cost Auditors of the Company, based on Tribunal (“NCLAT”), while adjudicating upon an appeal preferred recommendation of the Directors, for auditing the cost against the admission of the insolvency application against accounting records of the Company for the financial year the Company, vide its order dated May 30, 2018, inter alia, ending March 31, 2021 be and is hereby ratified pursuant stayed the Admission Order and allowed the management of to the provisions of Section 148 and all other applicable the Company to function (“Stay Order”). On April 30, 2019, provisions, if any, of the Companies Act, 2013 read the NCLAT, upon allowing the withdrawal of the aforesaid with the rules made thereunder (including any statutory appeal, vacated all interim orders including the Stay Order. Upon modification(s) or re-enactment(s) thereof, for the time vacation of the Stay Order, the CIR Process of the Company re- being in force). commenced. RESOLVED FURTHER THAT the Resolution Professional of Thereafter, the committee of creditors of the Company resolved the Company or any other persons exercising the powers with the requisite voting share, to replace the IRP with Mr. of the Board of Directors in terms of the Resolution Plan Anish Niranjan Nanavaty, as the resolution professional for the approved by the NCLT, directly or through any person Company (“RP” or “Resolution Professional”). Subsequently, the authorized in this behalf be and are hereby authorised to Hon’ble NCLT has appointed Mr. Anish Niranjan Nanavaty as the do all acts, deeds and things and take all such steps as RP for the Company vide its order dated June 21, 2019, which may be necessary, proper or expedient to give effect to this was published on June 28, 2019. Accordingly, the management resolution.” of the Company vests in the RP during the continuance of the CIR process period of the Company. 4. Appointment of Shri