Reliance Infrastructure : Annual Report 2020-21

Annual Report

2020-21

Padma Vibhushan

Shri Dhirubhai H. Ambani

(28th December, 1932 - 6th July, 2002) Reliance Group - Founder and Visionary

Reliance Infrastructure Limited

Board of Directors

Shri Anil Dhirubhai Ambani	- Chairman
Shri S Seth	- Vice Chairman
Shri Punit Garg	- Executive Director and CEO
Shri S S Kohli
Shri K Ravikumar
Ms. Manjari Kacker
Ms. Ryna Karani

Key Managerial Personnel

Shri Pinkesh Shah	- Chief Financial Officer
Shri Paresh Rathod	- Company Secretary &
	Compliance Officer

Auditors

M/s. Chaturvedi & Shah LLP

Registered Office

Reliance Centre, Ground Floor 19, Walchand Hirachand Marg Ballard Estate, Mumbai 400 001 CIN : L75100MH1929PLC001530 Tel. : [phone]

Fax : [phone]

Email : [e-mail]

Website: www.rinfra.com

Registrar and Transfer Agent

KFin Technologies Private Limited

Selenium Building, Tower - B, Plot No. 31 & 32 Financial District, Nanakramguda

Hyderabad - 500 032, Telangana Website: www.kfintech.com

Investor Helpdesk

Toll free no (India) : 1800 309 4001

Tel. no.	: [phone]
Fax no.	:	[phone]
Email	:	[e-mail]

Contents	Page No.
Notice of Annual General Meeting.............................................	04
Directors' Report...........................................................................	10
Management Discussion and Analysis........................................	27
Business Responsibility Report....................................................	37
Corporate Governance Report.....................................................	46
Investor Information....................................................................	65
Independent Auditors' Report on the
Financial Statement.....................................................................	74
Balance Sheet...............................................................................	82
Statement of Profit and Loss......................................................	83
Statement of Changes in Equity.................................................	84
Cash Flow Statement..................................................................	86
Notes to Financial Statement.....................................................	88
Independent Auditors' Report on the
Consolidated Financial Statement............................................	144
Consolidated Balance Sheet......................................................	150
Consolidated Statement of Profit and Loss.............................	151
Consolidated Statement of Changes in Equity........................	152
Consolidated Cash Flow Statement.........................................	154
Notes to Consolidated Financial Statement............................	157
Statement containing salient features of the
financial statements of Subsidiaries/Associates/
Joint Ventures.............................................................................	241

92nd Annual General Meeting on Tuesday, September 14, 2021 at 2.00 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 92nd Annual General Meeting (AGM) of the Members of Reliance Infrastructure Limited will be held on Tuesday, September 14, 2021 at 2.00 P.M. (IST) through Video Conference (VC) / Other Audio Visual Means (OAVM) facility to transact the following business:

Ordinary Business:

1. To consider and adopt:
2. 1. the audited financial statement of the Company for the financial year ended March 31, 2021 and the reports of the Board of Directors and Auditors thereon, and
   2. the audited consolidated financial statement of the Company for the financial year ended March 31, 2021 and the report of the Auditors thereon.
3. To appoint a Director in place of Shri Punit Garg (DIN: 00004407), who retires by rotation under the provisions of the Companies Act, 2013 and being eligible, offers himself for re-appointment.

Special Business:

1. Remuneration to the Cost Auditors:
   To consider and, if thought fit, to pass, the following resolution as an Ordinary Resolution:
   "RESOLVED THAT pursuant to the provisions of Section 148 and all other applicable provisions, if any, of the Companies Act, 2013 and the Rules made thereunder (including any statutory modification(s) or re- enactment(s) thereof, for the time being in force), M/s Talati & Associates, Cost Accountants (Firm Registration Number R/00097), appointed as the Cost Auditors of the Company for audit of the cost accounting records of the Company for the financial year ending March 31, 2022, be paid remuneration of ` 25,000 (Rupees twenty five thousand only) plus applicable taxes and out of pocket expenses, if any.
   RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorised to do all acts and take all such steps as may be necessary, to give effect to this resolution."
2. Reclassification of the Authorised Share Capital of the Company:
   To consider and, if thought fit, to pass, the following resolution as an Ordinary Resolution:
   "RESOLVED THAT pursuant to the provisions of Section 13, 61, 64 and other applicable provisions, if any, of the Companies Act, 2013 (the "Act") and the Rules made thereunder (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force) and in accordance with the provisions of the Articles of Association of the Company and subject to any approval / consent / permission / sanction, as may be required from any authority / others, approval of the Members be and is hereby accorded for reclassification of the existing authorized share capital of the Company from ` 20,50,06,00,000 (Rupees Two Thousand Fifty Crores Six Lakh) comprising 45,00,60,000 Equity Shares of `10 each, 1,55,00,00,000 Redeemable Preference Shares of

• 10 each, 80,00,000 Equity Shares of `10 each, with differential rights (differential rights as to dividend, voting or otherwise) and 4,20,00,000 Unclassified Shares of
• 10 each to ` 20,50,06,00,000 (Rupees Two Thousand Fifty Crores Six Lakh) comprising 194,00,60,000 Equity Shares of `10 each, 10,00,00,000 Preference Shares of
• 10 each, 1,00,00,000 Equity Shares of `10 each with differential rights (differential rights as to dividend, voting or otherwise).

RESOLVED FURTHER THAT the Memorandum of Association of the Company be accordingly altered by substituting the existing Clause V with the following:

'V. The Authorised Share Capital of the Company is

• 20,50,06,00,000 (Rupees Two Thousand Fifty Crores Six Lakh) comprising 194,00,60,000 Equity Shares of ` 10 each, 10,00,00,000 Preference Shares of ` 10 each, 1,00,00,000 Equity Shares of
• 10 each with differential rights (differential rights as to dividend, voting or otherwise); with power to increase or reduce the capital of the Company and/ or the nominal value of the shares and to divide the shares in the capital for the time being into several classes and to attach thereto respectively such preferential, deferred, qualified or special rights, privileges or conditions with or without voting rights as may be determined by or in accordance with the Articles of Association of the Company or as may be decided by the Board of Directors or by the Company in General Meeting, as applicable, in conformity with the provisions of the Act and to vary, modify, amalgamate or abrogate any such rights, privileges or conditions and to consolidate or sub-divide the shares and issue shares of higher or lower denominations in such manner as may for the time being be provided by the Articles of Association of the Company.'

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to do and perform or cause to be done all such acts, deeds, matters and things as may be required or deemed necessary or incidental thereto and to settle, approve, ratify and finalise all issues that may arise in this regard, without further referring to the members of the Company and to delegate all or any of the powers or authorities herein conferred to any Director(s) or other official(s) of the Company and to do all necessary and incidental acts to give effect to this resolution."

By Order of the Board of Directors

Paresh Rathod

Company Secretary

Registered Office:

Reliance Centre, Ground Floor,

19, Walchand Hirachand Marg,

Ballard Estate, Mumbai 400 001

CIN: L75100MH1929PLC001530

Website:www.rinfra.com

May 28, 2021

4

Reliance Infrastructure Limited

Notice

Notes:

1. Statement pursuant to Section 102(1) of the Companies Act, 2013 ("the Act"), in respect of the Special Business to be transacted at the Annual General Meeting ("AGM") is annexed hereto.
2. In view of the continuing Covid-19 pandemic, the Ministry of Corporate Affairs ("MCA") has vide its circular dated May 5, 2020 read with circulars dated April 8, 2020, April 13, 2020 and January 13, 2021 (collectively referred to as "MCA Circulars") permitted the holding of the "AGM" through Video Conferencing (VC) / Other Audio Visual Means (OAVM), without the physical presence of the Members at a common venue. Accordingly, in compliance with the provisions of the Act, Securities and Exchange Board of India (SEBI) (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("the Listing Regulations") and MCA Circulars, the AGM of the Company is being held through VC / OAVM.
3. Since the AGM is being held through VC / OAVM, physical attendance of Members has been dispensed with.
   Accordingly, the facility for appointment of proxies will not be available for the AGM and hence the Proxy Form and Attendance Slip are not annexed to this Notice.
4. Re-appointmentof Director:
   In terms of the provisions of Section 152 of the Act, at the ensuing AGM, Shri Punit Garg, Executive Director of the Company retires by rotation and being eligible, offers himself for re-appointment.
   The Board of Directors have recommended the re- appointment of Shri Punit Garg.
   Pursuant to the provisions of the Companies Act, 2013 read with Regulation 36 (3) of the Listing Regulations, the relevant details of Shri Punit Garg are furnished hereunder:
   Shri Punit Garg, 56 years, a qualified Engineer, is part of senior management team of Reliance Group since 2001 and presently discharging responsibilities as Executive Director and Chief Executive Officer of the Company and is involved in taking a number of strategic decisions. Shri Garg has previously served as an Executive Director on the Board of Reliance Communications Limited. With rich experience of over 35 years, Shri Garg has created and led billion dollar businesses. As a visionary, strategist and team builder he has driven profitable growth through innovation and operational excellence. He is a member of the Audit Committee, Stakeholders Relationship Committee, Risk Management Committee and CSR Committee of the Board of the Company.
   He is also on the Board of Reliance Communications Limited where he is a member of the Audit Committee, Stakeholders Relationship Committee, Nomination and Remuneration Committee and CSR Committee of the Board.
   As on March 31, 2021, Shri Punit Garg held 1,500 equity shares of the Company. He does not hold any relationship with other Directors and Key Managerial Personnel of the Company. Except Shri Punit Garg,

none of the Director / Key Managerial Personnel of the Company and their relatives are, in any way, concerned or interested, financially or otherwise, in the resolution set out at item No. 2 of the Notice.

1. In compliance with the aforesaid MCA Circulars and SEBI Circulars dated May 12, 2020 and January 15, 2021 (collectively referred to as "Circulars"), Notice of the AGM along with the Annual Report 2020-21 is being sent only through electronic mode to those Members whose email addresses are registered with the Company or Central Depository Services (India) Limited (CDSL) / National Securities Depositories Limited (NSDL) ("Depositories"). Members may note that the Notice and Annual Report 2020-21 will also be available on the Company's website at www.rinfra.com, websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively, and also on the website of KFin Technologies Private Limieted ("KFintech") at www.kfintech.com.
2. Members whose email addresses are not registered can register the same in the following manner so that they can receive all communications from the Company electronically:

1. 1. Members holding share(s) in physical mode - by registering their email ID on the Company's website at https://www.rinfra.com/web/rinfra/ shareholder-registration
   2. Members holding share(s) in electronic mode - by registering / updating their e-mail ID with their respective Depository Participants ("DPs").
2. The Company has engaged the services of Kfintech as the authorized agency for conducting of the e-AGM and providing e-voting facility.
3. Members attending the AGM through VC / OAVM shall be counted for the purpose of reckoning the quorum under Section 103 of the Act.
4. Since the AGM is being held through VC / OAVM, the Route Map is not annexed in this Notice.
5. Relevant documents referred to in the accompanying Notice calling the AGM are available on the website of the Company for inspection by the Members.
6. Members are advised to refer to the section titled 'Investor Information' provided in this Annual Report.
7. As mandated by SEBI, effective from April 1, 2019, securities of listed companies shall be transferred only in dematerialised form. In view of the above and to avail various benefits of dematerialisation, Members are advised to dematerialise share(s) held by them in physical form.
8. Members are requested to fill in and submit the Feedback Form provided in the 'Investor Relations' section on the Company's website at www.rinfra.com to aid the Company in its constant endeavor to enhance the standards of service to investors.

5