Dear Shareowners,
Your Directors present the 94th Annual Report and the
audited financial statements for the Financial Year ended March 31, 2023. Financial
performance and state of the Company's affairs
The financial performance of the Company for the Financial Year ended
March 31, 2023 is summarised below:
(Rs in crore)
Particulars |
Financial year ended March 31,
2023 |
Financial year ended March 31,
2022 |
|
Standalone |
Consolidated |
Standalone |
Consolidated* |
Total Income |
1,108 |
21,161 |
1,973 |
19,133 |
Gross Profit / (Loss) before depreciation and Exceptional
Items |
(784) |
1375 |
(322) |
627 |
Depreciation and Amortisation |
27 |
1,448 |
42 |
1,283 |
Exceptional Items-(Expenses)/Income |
(2,393) |
(2,393) |
- |
- |
Profit/(Loss) before taxation |
(3,204) |
(2,466) |
(364) |
(656) |
Tax expenses (Net) (including deferred tax and tax for
earlier years) |
(6) |
7 |
4 |
23 |
Profit/(Loss) after taxation before share of associates and
non controlling interest |
(3,198) |
(2,473) |
(368) |
(679) |
Profit/(Loss) after taxation after share of associates and
non controlling interest |
(3,198) |
(3,221) |
(368) |
(999) |
Balance of profit brought forward from previous year |
(85) |
(4228) |
284 |
(3220) |
Other comprehensive income recognised directly in retained
earnings |
(2) |
(12) |
1 |
(2) |
Profit available for appropriations |
(3,285) |
- |
(85) |
- |
Balance carried to Balance Sheet |
(3,285) |
(7,552) |
(85) |
(4,228) |
*The consolidated figures for Financial Year ended March 31, 2022 are
restated as per Note No. 35(c) of the consolidated financial statement.
Business Operations
The Company is engaged in the business of providing Engineering and
Construction (E&C) services for power, roads, metro rail and other infrastructure
sectors. The Company is also engaged in implementation, operation and maintenance of
several projects in defence sector and infrastructural areas through its special purpose
vehicles. It has executed the state of the art Mumbai Metro line one project on build,
own, operate and transfer basis. Further, the Company is also a leading utility company
having presence across the value chain of energy businesses.
Management Discussion and Analysis
The Management Discussion and Analysis for the year under review as
stipulated under Regulation 34(2) of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015, as amended, (the Listing
Regulations), is presented in a separate section forming part of this Annual Report.
Conversion of Warrants into Equity Shares During the year under review,
Company issued and allotted 2.42 crore equity shares of Rs 10 each to VFSI Holdings Pte.
Ltd, and 6.46 crore equity shares of Rs 10 each to Risee Infinity Private Limited (a
Company belonging to promoter group) for cash at a price of Rs 62 (including premium of Rs
52) per equity share, upon exercise of their respective rights to convert the warrants
into equivalent number of equity shares, in terms of Preferential Issue made under the
SEBI Issue of Capital and Disclosure Requirements (ICDR) Regulations, 2018. The aforesaid
equity shares rank pari passu in all respects with the existing equity shares of the
Company. The Company has received Rs 412.92 crore being balance 75% of the issue price of
the warrants and the same is being utilized for the purpose for which it was raised.
Update on various liquidity events:
1. Delhi Airport Metro Express Private Limited (DAMEPL) vs Delhi Metro
Rail Corporation (DMRC) - Execution of Supreme Court Decree of September 2021
In the matter of arbitration dispute between DAMEPL, a subsidiary of
the Company and DMRC, DAMEPL has thus far received a sum of Rs 2,599.18 crore from DMRC,
based on undertakings by DMRC before Hon'ble Delhi High Court. The entire proceeds have
been utilized to repay DAMEPL's Lenders. The balance decretal sum to be recovered from
DMRC as on the date of this report is Rs 4,757.30 crore.
In DAMEPL's execution proceedings, Hon'ble Delhi High Court had
impleaded the Union of India and Government of National Capital Territory of Delhi (GNCTD)
and had passed an order in March 2023 directing as follows:
(a) The Union of India and GNCTD to consider DMRC's requests for
sovereign guarantees/subordinate debt in 2 weeks. Upon receipt of the same, DMRC was
directed to deposit the entire awarded sums with DAMEPL in one month.
(b) If DMRC's request was declined, Union of India was directed to
repatriate all funds received by it from DMRC within 2 weeks, so as to restore the balance
of DMRC accounts as on March 10, 2022. DMRC was thereafter directed to make full payment
to DAMEPL forthwith.
(c) In case of failure of the aforesaid options, DMRC's accounts would
stand automatically attached.
Directors' Report
(d) The Hon'ble Delhi High Court further observed that it would then
consider appropriate directions against the Union of India and GNCTD to satisfy the award,
consequent to lifting of the corporate veil of DMRC.
The order of March 2023 has been challenged by Union of India, GNCTD
and DAMEPL before Hon'ble Supreme Court.
2. Reliance Infrastructure Limited vs Damodar Valley Corporation (DVC)
- update on the arbitration award
During December 2019, the Company succeeded in the arbitration invoked
by it against DVC. By an unanimous award, DVC was directed to pay to the Company a sum of
Rs 898 crore along with interest and release six Bank Guarantees of the Company
aggregating to a sum of Rs 354 crore.
DVC, thereafter, initiated proceedings before Hon'ble Calcutta High
Court to challenge the Award. The Company was successful in securing directions upon DVC
to secure the award amount before Hon'ble Calcutta High Court with intervention of Hon'ble
Supreme Court. DVC furnished a cash deposit of Rs 595 crores and Rs 303 crore by way of
Bank Guarantee. DVC complied with the directions for furnishing Security in July, 2022 and
deposited the same with the Hon'ble Registrar, Calcutta High Court. The Company has
withdrawn the money against a bank guarantee and the withdrawn amount is appropriated with
lenders. Proceeding initiated by DVC under Section 34 of the Arbitration Act to challenge
the Award is being contested before Hon'ble Calcutta High Court.
3. Reliance Infrastructure Limited vs Electricity Department,
Government of Goa (GoG)- Supreme Court judgment in favour of the Company upholding the
Award in entirety
A dispute had arisen between the Company and GoG on account of
non-payment of dues for supply of power by the Company to GoG in terms of a Power Purchase
Agreement dated January 10, 1 997. A petition was filed before the Central Electricity
Regulatory Commission, leading to appointment of an Arbitrator to adjudicate upon the
disputes between the parties.
The arbitral tribunal pronounced an Award in favour of the Company in
February, 2018. Proceeding initiated by GoG under Section 34 of the Arbitration Act to
challenge the Award was decided in favour of the Company in terms of judgment of
September, 2019,
GoG filed petition under Section 37 of the Arbitration Act challenging
the above order before Hon'ble Bombay High Court at Goa. In such proceedings, in terms of
a judgment delivered in March, 2021, the award was partially set aside and the Company
received a sum of Rs 190 crore. The amount received by the Company was appropriated to the
lenders of the Company.
Both GoG and the Company challenged the March, 2021 judgment before
Hon'ble Supreme Court. The Company has succeeded in the Hon'ble Supreme Court proceedings
and by a judgment of May, 2023, the February, 2018 award in favour of the Company is
upheld in its entirety.
In terms of May, 2023 judgment, the Company is entitled to receive a
sum of Rs 316.24 crore as on May
1 5, 2023 along with further interest. The Company has filed an
application before the District Court, North Goa to execute the award and realise the
decreetal amount.
4. Reliance Infrastructure Limited vs National Highway Authorities of
India (NHAI) - Award in favour of the Company
Disputes arose between the Company and NHAI in respect of the EPC work
awarded to the Company for six laning of a road from Aurangabad to Chordaha Section of
National Highway- 2 in Bihar which was wrongfully terminated by NHAI and the performance
bank guarantee issued by the Company in favour of NHAI were encashed.
By an award pronounced in August, 2022, NHAI has been directed to pay a
sum of Rs 109 crore in favour of the Company.
NHAI has filed an application for setting aside of the Award. The
Company has also filed a petition for execution of the Award. Both the proceedings are
pending before Hon'ble Delhi High Court. Pursuant to the order passed by Hon'ble Delhi
High Court in February, 2023, NHAI, as a condition for stay of the Award, has deposited a
sum of Rs 86.75 crore in April, 2023. The Company is in the process of furnishing Bank
Guarantee to withdraw the amount deposited by NHAI.
5. TK Toll Road Private Limited (TKTRPL) vs NHAI - Award in favour of
TKTRPL, a toll-road subsidiary of the Company
TKTRPL had invoked arbitration against NHAI on account of claims
towards prolongation, damages for delay, etc. The award has been pronounced in October,
2022 and TKTRPL has succeeded in the arbitration. NHAI has been directed to pay TKTRPL a
sum of Rs 1,057 crore (as on the date of Award) plus post-award interest.
Proceedings have been initiated by NHAI under Section 34 of the
Arbitration Act to challenge the Award. TKTRPL has also filed a petition for execution of
the Award. Both the matters are pending before Hon'ble Delhi Court and listed in July,
2023. Additionally, in terms of applicable NHAI Circulars, TKTRPL is eligible to receive
75% of the Award amount as on date, inclusive of interest, upon furnishing Bank Guarantee
of an equivalent amount. TKTRPL is pursuing further steps in this regard.
6. JR Toll Road Private Limited (JRTRPL) vs NHAI - Award in favour of
JRTRPL, a toll-road subsidiary of the Company
JRTRPL had invoked arbitration against NHAI on account of claims
towards prolongation, delay damages etc. The award has been pronounced in January, 2023
and JRTRPL has succeeded in the arbitration. NHAI has been directed to pay JRTRPL a sum of
Rs 33.78 crore as on the date of Award, plus post-award interest. NHAI has filed an
application for setting aside the Award. The proceedings are pending before Hon'ble Delhi
High Court.
7. GF Toll Road Private Limited (GFTRPL) vs Haryana Public Works
Department, Government of Haryana (HPWD)- Award in favour of GFTRPL, a toll-road
subsidiary of the Company
GFTRPL had invoked arbitration against HPWD on account of claims
towards prolongation, delay damages etc. The
award has been pronounced in October, 2022. HPWD has been directed to
pay GFTRPL a sum of Rs 149.45 crore, as on the date of Award, plus post-award interest.
Pursuant to an application by GFTRPL, seeking additional award on account of revision of
toll fee from the due dates along with correction of typographical and clerical errors in
the Award, the arbitral tribunal in January, 2023 awarded an additional sum of Rs 15.25
crore in favour of GFTRPL.
HPWD has filed an application for setting aside the Award. The
proceedings are pending before the Hon'ble District and Sessions Court, Chandigarh.
The proceeds of the above arbitration would help the Company in
repaying its debt obligations.
Dividend
During the year under review, the Board of Directors has not
recommended dividend on the equity shares of the Company. The dividend distribution policy
of the Company is uploaded on the Company's website at the link https://www.rinfra . com/documents/1 142822/1062571
0/RInfra_Dividend_ Distribution_Policy.pdf.
Deposits
The Company has not accepted any deposits from the public falling
within the ambit of Section 73 of the Companies Act, 2013 ('the Act') and the Companies
(Acceptance of Deposits) Rules, 2014. There are no unclaimed deposits, unclaimed/unpaid
interest, refunds due to the deposit holders or to be deposited with the Investor
Education and Protection Fund as on March 31, 2023.
Particulars of Loans, Guarantees or Investments
The Company has complied with the applicable provisions of Section 186
of the Act during the year.
Pursuant to Section 186 of the Act, details of the Investments made by
the Company are provided in Note No. 7 of the standalone financial statement.
Subsidiary Companies, Associates and Joint venture
The summary of the performance and financial position of each of the
subsidiary companies, associates and joint venture are presented in Form AOC - 1 and in
Management Discussion and Analysis report forming part of this Annual Report. Also, a
report on the performance and financial position of each of the subsidiaries, associates
and joint ventures as per the Act is provided in the consolidated financial statement.
The Policy for determining material subsidiary company, as approved by
the Board, may be accessed on the Company's website at https://www.rinfra.com/documents/1
142822/1 189698/ Policv_for_Determination_of_Material_Subsidiarv_updated.pdf
Standalone and Consolidated Financial Statements
The audited financial statements of the Company are drawn up, both on
standalone and consolidated basis, for the Financial Year ended March 31, 2023, in
accordance with the requirements of the Companies (Indian Accounting Standards) Rules,
2015 (Ind- AS) notified under Section 133 of the Act, read with relevant rules and other
accounting principles. The Consolidated Financial Statement has been prepared in
accordance with Ind-AS and relevant provisions of the Act based on the financial
statements
received from subsidiaries, associates and joint ventures, as approved
by their respective Board of Directors.
Directors
In terms of the provisions of the Act, Shri Punit Garg, Executive
Director of the Company retires by rotation and being eligible, offers himself for
re-appointment at the ensuing Annual General Meeting.
During the year, the Independent Director Shri Rahul Sarin ceased to be
a Director w.e.f. April 22, 2022 owing to health reasons. Dr. Thomas Mathew, Independent
Director resigned w.e.f. September 9, 2022, owing to other preoccupations and commitment
to complete some time bound responsibilities. The Board places on record their sincere
appreciation for the valuable contribution made by Shri Rahul Sarin and Dr. Thomas Mathew,
during their tenure as Directors of the Company.
Ms. Chhaya Virani was appointed as Additional Director in the capacity
of an Independent Director with effect from September 30, 2022, for a term of 5
consecutive years. The said appointment was approved by Members on December 29, 2022
through postal ballot.
The Company has received declaration from all the Independent Directors
of the Company confirming that they meet the criteria of independence as prescribed under
the Act and the Listing Regulations. The details of programme for familiarisation of
Independent Directors with the Company, nature of the industry in which the Company
operates and related matters are uploaded on the website of the Company at the link
https://www. rinfra. com/documents/1 1 42822/1 1 89698/Rinfra_Familiarisation_
Programme.pdf
In the opinion of the Board, the Independent Directors possess the
requisite expertise and experience and are persons of high integrity and repute. They
fulfill the conditions specified in the Act and the Listing Regulations and are
independent of the management.
Key Managerial Personnel
Shri Vijesh Babu Thota was appointed as Chief Financial Officer, in
place of previous incumbent Shri Sandeep Khosla w.e.f. April 1 2, 2022. Shri Punit Garg,
Executive Director and Chief Executive Officer and Shri Paresh Rathod, Company Secretary
and Compliance Officer are other Key Managerial Personnel.
Evaluation of Directors, Board and Committees
The Nomination and Remuneration Committee of the Board of the Company
has devised a policy for performance evaluation of the Directors, Board and its
Committees, which includes criteria for performance evaluation.
Pursuant to the provisions of the Act and Regulation 17(10) of the
Listing Regulations, the Board has carried out an annual performance evaluation of its own
performance, the Directors individually as well as the evaluation of the working of the
Committees of the Board. The Board performance was evaluated based on inputs received from
all the Directors after considering the criteria such as Board Composition and structure,
effectiveness of Board / Committee processes and information provided to the Board, etc.
Pursuant to the Listing Regulations, performance evaluation of
Independent Directors was done by the entire Board, excluding the Independent Director
being evaluated.
A separate meeting of the Independent Directors was also held for the
evaluation of the performance of Non-Independent Directors and the performance of the
Board as a whole.
Policy on appointment and remuneration of Directors, Key Managerial
Personnel and Senior Management Employees
The Nomination and Remuneration Committee of the Board has devised a
policy for selection, appointment and remuneration of Directors, Key Managerial Personnel
and Senior Management Employees. The Committee has also formulated the criteria for
determining qualifications, positive attributes and independence of Directors. The Policy
inter alia, covers the details of the remuneration of non executive Directors, Key
Managerial Personnel and Senior Management Employees, their performance assessment and
retention features. The Policy has been put up on the Company's website at: https://www.rinfra.com/ documents/1 142822/10641881
/Remuneration-Policy.pdf. Directors' Responsibility Statement
Pursuant to the requirements under Section 134(5) of the Act with
respect to Directors' Responsibility Statement, it is hereby confirmed that:
i. In the preparation of the annual financial statement for the
Financial Year ended March 31, 2023, the applicable accounting standards had been followed
along with proper explanation relating to material departures, if any;
ii. The Directors had selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable and prudent so as
to give a true and fair view of the state of affairs of the Company as at March 31, 2023
and of the loss of the Company for the year ended on that date;
iii. The Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provisions of the Act
for safeguarding the 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 ended March 31, 2023, on a going concern basis;
v. The Directors had laid down proper internal financial controls to be
followed by the Company and such internal financial controls are adequate and are
operating effectively; and
vi. The Directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems are adequate and operating
effectively.
Contracts and Arrangements with Related Parties
All contracts, arrangements and transactions entered into by the
Company during the Financial Year under review with related parties were on an arm's
length basis and in the ordinary course of business.
There were no materially significant related party transactions made by
the Company with Promoters, Directors, Key Managerial Personnel or other designated
persons, which could have potential conflict with the interest of the Company at large.
During the year, the Company has not entered into any contract/
arrangement/transaction with related parties which could be considered material in
accordance with the policy of Company on
materiality of related party transactions (transactions where the value
exceeds Rs 1000 crore or 10% of the annual consolidated turnover, whichever is lower), or
which is required to be reported in Form AOC - 2 in terms of section 134 (3)(h) read with
Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules 2014.
All Related Party Transactions were placed before the Audit Committee
for approval. Omnibus approval of the Audit Committee was obtained for the transactions
which were of a repetitive nature. The transactions entered into pursuant to the omnibus
approval so granted were reviewed and statements giving details of all related party
transactions were placed before the Audit Committee on a quarterly basis. The policy on
Related Party Transactions as approved by the Board is uploaded on the Company's website
at the link: https://www.rinfra.com/ documents/1
142822/1 189698/Related_Party_Transactions_ Policy_updated.pdf Your Directors draw
attention of the Members to Note 33 to the standalone financial statement which sets out
related party disclosures pursuant to Ind-AS and Schedule V of Listing Regulations.
Material Changes and Commitments if any, affecting the financial
position of the Company
There were no material changes and commitments affecting the financial
position of the Company which have occurred between the end of the Financial Year and the
date of this report.
Meetings of the Board
During the Financial Year ended March 31, 2023, seven Board Meetings
were held. Details of the meetings held and attended by each Director are given in the
Corporate Governance Report forming part of this Annual Report.
Audit Committee
As on date, the Audit Committee of the Board of Directors comprises of
majority of Independent Directors namely Ms. Manjari Kacker as Chairperson, Shri S S
Kohli, Shri K Ravikumar, Ms. Chhaya Virani and also Shri Punit Garg, Executive Director
and Chief Executive Officer, as members.
During the year, all the recommendations made by the Audit Committee
were accepted by the Board.
Auditors and Auditor's Report
M/s. Chaturvedi & Shah LLP, Chartered Accountants were appointed as
Statutory auditors of the Company at the 91 st Annual General Meeting of the
Company held on June 23, 2020, to hold office for a term of 5 years until the conclusion
of 96th Annual General Meeting of the Company.
The Company has received confirmation from M/s. Chaturvedi & Shah
LLP, Chartered Accountants that they are not disqualified from continuing as Auditors of
the Company.
The Auditors in their report to the Members have given Disclaimer of
Opinion. In this regard it is stated that:
The Company had extended support, to an independent EPC company which
has been engaged in undertaking contracts and assignments, primarily, for large number of
varied projects which were proposed and/or under development by the Company, its
subsidiaries and associates, by way of project advances, inter corporate deposits and
subscription to debentures. The total exposure of the Company as on March 31, 2023 is Rs
6,505.29 crore (net of provision of Rs 3,972.1 7 crore). The Company had also provided
corporate guarantees aggregating to
Rs 1,775 crore towards its borrowings. The activities of the EPC
company have been impacted by substantially reduced project activities due to unforeseen
circumstances beyond the control of the Company. However, given the huge opportunity in
EPC segment, with Government of India's thrust on infrastructure sector, the EPC company
is expected to achieve substantial project activities in excess of its current levels,
potentially enabling it to meet its obligations. Considering the same, the provision made
is adequate to deal with contingency relating to recovery from the EPC Company. The
Company had further provided corporate guarantees of Rs 4,895.87 crore on behalf of
certain companies towards their borrowings. As per the reasonable estimate of the
management of the Company, it does not expect any obligation against the above guarantee
amount.
During the year ended March 31, 2020, the Company had adjusted loss on
invocation/mark to market of Rs 5,024.88 crore against the capital reserve. According to
the management of the Company, this was an extremely rare circumstance where even though
the value of long term strategic investment was high, the same was being disposed off at
much lower value for unforeseen reasons beyond the control of the Company, thereby causing
the said loss to the Company. Hence, being capital loss, the same had been adjusted
against capital reserve.
The other observations and comments given by the Auditors in their
report, read together with notes on financial statements are self explanatory and hence do
not call for any further comments under section 134 of the Act.
No fraud has been reported by the Auditors to the Audit Committee or
the Board.
Cost Auditors
Pursuant to the provisions of the Act and the Companies (Audit and
Auditors) Rules, 2014, the Board of Directors have appointed M/s. Talati & Associates
Cost Accountants, as the Cost Auditors of the Company for conducting the cost audit of the
Engineering & Construction Division of the Company for the Financial Year ending March
31, 2024, and their remuneration is subject to ratification by the Members at the ensuing
Annual General Meeting of the Company.
The Provisions of Section 148(1) of the Act continue to apply to the
Company and accordingly the Company has maintained cost accounts and records in respect of
the applicable services for the year ended March 31, 2023.
Secretarial Standards
During the year under review, the Company has complied with the
applicable Secretarial Standards issued by the Institute of Company Secretaries of India.
Secretarial Audit and 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
Directors has appointed M/s. Ashita Kaul & Associates, Company Secretaries in
Practice, to undertake the Secretarial Audit of the Company. There is no qualification,
reservation or adverse remark made by the Secretarial Auditors in the Secretarial Audit
Report for the Financial Year ended March 31, 2023. The Audit Report of the Secretarial
Auditors of the Company and its material subsidiaries for the Financial Year ended March
31, 2023 are attached hereto as Annexure A1 to A3.
Pursuant to Regulation 24A of the Listing Regulations, the Company has
obtained Secretarial Compliance Report from a Practicing Company Secretary on compliance
of all applicable
SEBI Regulations and circulars/ guidelines issued there under and copy
of the same has been submitted with the Stock Exchanges within the prescribed due date.
The observations and comments given by the Secretarial Auditors in
their Report are self-explanatory and hence do not call for any further comments under
Section 134 of the Act.
Annual Return
As required under Section 134 (3)(a) of the Act, the Annual Return for
the year 2022-23 is uploaded on the Company's website and can be accessed at https://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, 201 4, as amended, a statement showing the names and other particulars of the
employees drawing remuneration in excess of the limits set out in the said Rules are
provided in the Annual Report.
Disclosures relating to the remuneration and other details as required
under Section 197(12) of the Act read with rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 201 4 as amended, also forms part of this
Annual Report.
However, having regard to the provisions of second proviso to Section
136(1) of the Act, the Annual Report, excluding the aforesaid information is being sent to
all the Members of the Company and others entitled thereto. Any member interested in
obtaining the same 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 Act, read with Rule 8 of the Companies (Accounts) Rules, 2014 are given
in Annexure B forming part of this Report.
Corporate Governance
The Company has adopted the "Reliance Group-Corporate Governance
Policies and Code of Conduct" which sets out the systems, processes and policies
conforming to the international standards. The report on Corporate Governance as
stipulated under Regulation 34(3) read with para C of Schedule V of the Listing
Regulations is presented in a separate section forming part of this Annual Report.
A certificate from M/s. Ashita Kaul & Associates, Practicing
Company Secretaries, confirming compliance of conditions of Corporate Governance as
stipulated under Para E of Schedule V of the Listing Regulations, is enclosed with this
Report.
Whistle Blower Policy/ Vigil Mechanism
In accordance with Section 1 77 of the Act and the Listing Regulations,
the Company has formulated a Vigil Mechanism to address the genuine concerns, if any, of
the Directors and employees. Every person has direct access to the Chairperson of the
Audit Committee. The details of the same have been stated in the Report on Corporate
Governance and the policy can also be accessed on the Company's website at the link: https://www . rinfra.com/documents/1 142822/1 189698/Whistle_Blower_
Policy_updated.pdf
Risk Management
The Board of the Company has constituted a Risk Management Committee
which consists of Independent Directors and also
senior managerial personnel of the Company. The details of the
Committee and its terms of reference, etc. are set out in the Corporate Governance Report
forming part of this Report.
The Company has a Business Risk Management framework to identify,
evaluate business risks and opportunities. This framework seeks to create transparency,
minimize adverse impact on the business objectives and enhances Company's competitive
advantage. The business risk framework defines the risk management approach across the
enterprise at various levels including documentation and reporting.
The risks are assessed for each project and mitigation measures are
initiated both at the project as well as at the corporate level. More details on Risk
Management indicating development and implementation of Risk Management policy including
identification of elements of risk and their mitigation are covered in Management
Discussion and Analysis section forming part of this Report.
Compliance with the provisions of Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013
The Company is committed to uphold and maintain the dignity of women
employees and it has in place a policy which provides for protection against sexual
harassment of women at work place and for prevention and redressal of such complaints.
During the year, no such complaints were received. The Company has also constituted an
Internal 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 in compliance with the provisions of Section 135 of the Act read with the
Companies (Corporate Social Responsibility Policy) Rules, 2014. At present, the CSR
Committee of the Board consists of Shri S S Kohli, as Chairman, Ms. Manjari Kacker, Shri K
Ravikumar, Ms. Chhaya Virani and Shri Punit Garg as the Members. The disclosure with
respect to CSR activities is given in Annexure C.
The CSR policy formulated by the Committee may be accessed on the
Company's website at the link: https://www.rinfra.com/
documents/1 142822/1 189698/Rinfra_CSRPolicy_revised.pdf
To reflect the role of the CSR Committee in reviewing and monitoring
the Business Responsibility and Sustainability related initiatives of the Company, the
Board has renamed the Committee as 'Corporate Social Responsibility and Sustainability
(CSR) Committee'.
Significant and Material Order, if any, passed by the regulator or
courts or tribunals
Going concern status of the Company and its operations is not impacted
due to any order passed by Regulators or Courts or Tribunals.
Internal Financial Controls and their adequacy
The Company has in place adequate internal financial controls with
reference to financial statement, across the organization. The same is subject to review
periodically by the internal audit cell for its effectiveness. During the Financial Year,
such controls were tested and no reportable material weakness in the design or operations
were observed.
Business Responsibility & Sustainability Report
Business Responsibility & Sustainability Report for the year under
review as stipulated under the Listing Regulations is presented under separate section
forming part of this Annual Report.
Proceedings under the Insolvency and Bankruptcy Code, 2016
There were fourteen matters filed and pending against the Company under
the Insolvency and Bankruptcy Code, 2016 at the start of the Financial Year. During the
year eleven matters were disposed off either being dismissed or settled and/or withdrawn.
No applications have been filed against the Company in the last Financial Year. As at the
end of the Financial Year, only three matters are pending by operational creditors. None
of these matters have been admitted. The Company is either contesting and/or taking steps
to settle the pending matters.
General
During the year under review no amount is proposed to be transferred to
reserves, issue of equity shares with differential rights as to dividend, voting or
otherwise, issue of sweat equity shares to Company's Directors or Employees and one-time
settlement with any Bank or Financial Institution.
Acknowledgements
Your Directors would like to express their sincere appreciation for the
co-operation and assistance received from members, debenture holders, debenture trustees,
bankers, financial institutions, government authorities, regulatory bodies and other
business constituents during the year under review. Your Directors also wish to place on
record their deep sense of appreciation for the commitment displayed by all executives,
officers and staff.
For and on behalf of the Board of Directors |
|
Punit Garg |
S S Kohli |
Executive Director and |
Director |
Chief Executive Officer |
|
Place: Mumbai |
|
Date : May 30, 2023 |
|