reliance infrastructure ltd Directors report


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 Companys 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 Honble Delhi High Court. The entire proceeds have been utilized to repay DAMEPLs Lenders. The balance decretal sum to be recovered from DMRC as on the date of this report is Rs 4,757.30 crore.

In DAMEPLs execution proceedings, Honble 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 DMRCs 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 DMRCs 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, DMRCs accounts would stand automatically attached.

Directors Report

(d) The Honble 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 Honble 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 Honble Calcutta High Court to challenge the Award. The Company was successful in securing directions upon DVC to secure the award amount before Honble Calcutta High Court with intervention of Honble 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 Honble 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 Honble 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 Honble 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 Honble Supreme Court. The Company has succeeded in the Honble 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 Honble Delhi High Court. Pursuant to the order passed by Honble 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 Honble 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 Honble 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 Honble 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 Companys 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 Companys 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 Companys 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 arms 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 Companys 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 Auditors 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 Indias 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 Companys 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 Companys 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 Companys 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 Companys 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 Companys 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