Reliance Communications Ltd Directors Report.

Dear Shareowners,

Your Directors present the 16th Annual Report and the audited financial statements for the financial year ended March 31, 2020.

Pursuant to an application filed by Ericsson India Pvt. Ltd before the Honble National Company Law Tribunal, Mumbai Bench ("NCLT") in terms of Section 9 of the Insolvency and Bankruptcy Code, 2016 read with the rules and regulations framed thereunder ("Code"), the NCLT had admitted the application and ordered the commencement of corporate insolvency resolution process ("CIR process") of the Reliance Communication Limited ("Company"/ Corporate Debtor) vide its order dated May 15, 2018 ("Admission Order"). The NCLT had, pursuant to the Admission Order, appointed an interim resolution professional (IRP) for the Corporate Debtor vide its order dated May 18, 2018. In terms of the Admission Order, inter alia, the management of the affairs of the Corporate Debtor was vested with the IRP.

Subsequently, the Honble National Company Law Appellate Tribunal ("NCLAT"), while adjudicating upon an appeal preferred against the admission of the insolvency application against the Corporate Debtor, vide its order dated May 30, 2018, inter alia, stayed the Admission Order and allowed the management of the Corporate Debtor to function ("Stay Order"). On April 30, 2019, the NCLAT, upon allowing the director and shareholder of the Corporate Debtor to withdraw its aforesaid appeal, vacated all interim orders including the Stay Order.

Thereafter, the Committee of Creditors (CoC) of the Corporate Debtor resolved with the requisite voting share, to replace the IRP with the undersigned, as the resolution professional for the Corporate Debtor ("RP" or "Resolution Professional"). Subsequently, the Honble NCLT has appointed Mr. Anish Niranjan Nanavaty as the RP for the Corporate Debtor vide its order dated June 21, 2019, which was published on June 28, 201 9.

In accordance with the provisions of the Code, various resolution plans in respect of the Company were received by the RP The CoC of the Company, in their meeting held on March 02, 2020, had approved a resolution plan submitted by UV Asset Reconstruction Company Limited ("Resolution Plan") which was subsequently submitted to the NCLT on March 6, 2020 in accordance with Section 30(6) of the Code. The same is sub-judice with the NCLT.

Financial performance and state of the Companys affairs

The standalone financial performance of the Company for the year ended March 31, 2020 is summarised below:

Particulars

Financial Year ended March 31, 2020

* Financial Year ended March 31, 2019

Rs in crore US$ in million** Rs in crore US$ in million**
Total income 818 109 1,465 212
Gross profit /(Loss) before depreciation, Amortisation and exceptional items (1,429) (190) (30) (4)
Less:
Depreciation and amortization 183 24 277 40
Profit/ (Loss) before Exceptional items and Tax (1,612) (214) (307) (44)
Exceptional items:
(Loss) / Profit on Fair Value of Investments (15,251) (2,025) 8,964 1,296
Profit/ (Loss) before Tax (16,863) (2,239) 8,657 1,252
Current tax / Excess provision for Tax of earlier years - - -
Deferred Tax charge/ (credit) - 3,558 515
Profit / (Loss) after tax (16,863) (2,239) 5,099 737
Profit / (Loss) after tax from Discontinued Operations (28,475) (3,780) (2,252) (325)
Other Comprehensive Income
Re-measurement Gain/ (Loss) of defined benefit plans (45,333) (6,018) 2,847 412
(Net of tax) 5 1 - -
Total Comprehensive Income (45,333) (6,018) 2,847 412
Add : Balance brought forward from previous year (14,183) (1,883) (17,030) (2,463)
Profit available for appropriation - -
Balance carried to Balance Sheet (59,516) (7,901) (14,183) (2,051)

‘Figures of previous year have been regrouped and reclassified, wherever required.

** Exchange Rate Rs 75.3245 = US$ 1 as on March 31, 2020 ( 69.155 = US$ 1 as on March 31, 2019).

Financial Performance

During the year under review, your Company has earned from Continuing Operations income of Rs 818 crore against Rs 1,465 crore in the previous year. The Company has incurred an operational loss of Rs 30,087 crore (including loss from discontinuation of wireless business of Rs 28,475 crore) and including provision for diminution in the value of Investment, there is a Loss of Rs 45,333 crore for the year as compared to profit of Rs 2,847 crore in the previous year. The performance and financial position of the subsidiary companies and associate companies are included in the consolidated financial statement of the Company and presented in the Management Discussion and Analysis Report forming part of this Annual Report.

The outbreak of COVID-19 pandemic has significantly impacted businesses around the world. The Government of India ordered a nationwide lockdown, initially for 21 days which was extended thereafter. Presently, the lockdown in Maharashtra is valid till July 31, 2020. This has resulted in significant reduction in economic activities all over India.

However, Telecommunication services, being essential services, are allowed to continue operation during the period of lockdown. The Company has continued to provide services to its Enterprise customers without any interruptions and honour commitments, despite facing all odds during lockdown. The extent to which the COVID-19 pandemic will impact the Companys future financial results will depend on upcoming developments, which are highly uncertain, including, among other things, any new information concerning the severity of the COVID-19 pandemic and the action to mitigate its spread as advised by local authorities.

Dividend

During the year under review, since the Company is under CIR Process and due to current year losses, no dividend on the equity shares of the Company has been recommended.

Business Operations

The Company provides telecom services to the business and government segments. These include a comprehensive portfolio spanning Network Connectivity, Cloud Networking, Data Center Services, Enterprise Voice, Cloud Telephony, Access Number Services, Collaboration Services, Wholesale Voice & Value Added Service (VAS). The Company serves nearly 40,000 businesses of all sizes-from multinational conglomerates to SMEs-belonging to almost every vertical: BFSI, Manufacturing, Logistics, Healthcare, IT & ITeS, OTT and New Media, to name just a few.

With nine world-class data centers spread across key business markets in India (Mumbai, Bengaluru, Chennai & Hyderabad), we are a leading provider of data center services in the region to hundreds of enterprise customers, including many of Indias marquee brands in the BFSI, FMCG, new media and e-commerce industry segments. These services cover Colocation, Shared IT Infrastructure and IT Managed Services.

Management Discussion and Analysis

Management Discussion and Analysis Report 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 ("Listing Regulations"), is presented in a separate section forming part of this Annual Report.

Issue and Redemption of Non-Convertible Debentures

The Company has not carried out any fresh issue of Non Convertible Debentures (NCDs) in the current financial year.

NCDs issued during the earlier years matured for final redemption during the financial year 2018-19, but remains unpaid in view of the ongoing CIR Process.

Deposits

The Company has never accepted any deposit 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, 2020.

Particulars of Loans, Guarantees or Investments

The Company has complied with provisions of Section 186 of the Act, to the extent applicable with respect to Loans, Guarantees or Investments during the year.

Pursuant to the provisions of Section 186 of the Act, the details of the Investments made by the Company are provided in the standalone financial statement under Notes No. 2.03 and 2.08.

Subsidiary and Associate Companies

During year under review, GCX Limited, an overseas step-down subsidiary of the Company, defaulted in payment to 7% Senior Secondary Notes (Notes) amounting to USD 350 million fallen due for repayment on August 01, 2019 and consequently, on 15th September, 2019, GCX Limited and its subsidiaries/ affiliates had initiated a voluntary application under Chapter 11 of the United States Bankruptcy Code to effectuate a prepackaged plan of reorganization in the District of Delaware court. More than 75% of Bond holders have committed their support for the said plan. Based on the above, Control by the Company over GCX Limited and its subsidiaries has ceased to exist upon initiation of the voluntary application under Chapter 11 of the United States Bankruptcy Code and accordingly the said Companies were deconsolidated with effect from July 01, 2019 for the purpose of and as per the requirements of Ind AS 110 "Consolidated Financial Statement". Investment in the deconsolidated subsidiaries has been accounted at fair value, as per Ind AS 1 09 "Financial Instruments". In addition, pursuant to the order of the District of Delaware court dated December 4, 2019, the holder of Notes have become entitled to be the owners of GCX Limited in terms of the plan as approved under Chapter 11 of the United States Bankruptcy Code on the effective date upon implementation of the approved plan. The plan has been approved by the District of Delaware court on December 4, 2019, and the plan is pending for implementation.

Pursuant to an application filed by Ericsson India Pvt. Ltd before the Honble NCLT in terms of Section 9 of the Code, the NCLT had admitted the application and ordered the commencement of CIR process of the Reliance Infratel Limited and Reliance Telecom Limited, subsidiary companies, vide its order dated May 15, 2018. Mr. Anish Niranjan Nanavaty has been appointed as the resolution professional of Reliance Infratel Limited and Reliance Telecom Limited.

Further, pursuant to an application filed by State Bank of India under Section 7 of the Code, the Honble NCLT vide order dated September 25, 2019, ordered the commencement of CIR process in terms of the Code in respect of Reliance Communications Infrastructure Limited, a wholly owned subsidiary of the Company and has appointed Mr. Anish Niranjan Nanavaty as the resolution professional of Reliance Communications Infrastructure Limited.

The summary of the performance and financial position of the each of the subsidiary and associate companies 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 subsidiary companies and associate companies as per the Act is provided in the consolidated financial statement. Also, a report on the performance and financial positing of each of the subsidiaries, associates as per the Act is provided in the consolidated financial statement.

The Policy for determining material subsidiary companies can be accessed on the Companys website at the link http://www. rcom.co.in/Rcom/about-us/investor-relations/corporate- governance.html.

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, 2020, in accordance with the requirements of the Companies (Indian Accounting Standard) 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 as approved by their respective Board of Directors.

As Reliance Infratel Limited, Reliance Telecom Limited and Reliance Communications Infrastructure Limited, subsidiaries of the Company are under CIR Process, financial results of these companies are approved and received from these companies and accordingly the Consolidated Financial Statements are prepared.

Directors

During the year under review, Prof. J. Ramachandran, Shri R N Bhardwaj, Shri Deepak Shourie and Shri A K Purwar completed their term as Independent Directors of the Company and ceased to be Directors of the Company w.e.f. 16th September, 2019.

Further, during the year, Shri Anil D Ambani, Smt. Chhaya Virani and Smt. Manjari Kacker have resigned with effect from 15th November, 2019; Smt. Ryna Karani has resigned with effect from 14th November, 2019 and Shri Suresh Rangachar has resigned with effect from 1 3th November, 201 9 as Directors of the Company. Certain directors being Shri Anil D Ambani, Shri Suresh Rangachar and Smt. Manjari Kacker have also filed their respective DIR-11 forms with the Registrar of Companies. The aforementioned resignations were put up to the CoC of the Company for their consideration in accordance with Section 28(1)(j) of the Code. However, CoC of the Company at its meeting held on November 20, 2019 considered the resignations tendered by the above directors and expressed a unanimous view that the resignations cannot be accepted and instructed the Resolution Professional to convey to the directors to continue with their duties and responsibilities as directors and provide all cooperation in the corporate insolvency resolution process, at least until the completion of the insolvency resolution process of the Company.

In light of the above, it was duly communicated to the aforesaid directors of the Company that their resignations have not been accepted and they are advised to continue to perform their duties and responsibilities as the directors of the Company and provide all cooperation to Resolution Professional in the CIR process.

Accordingly, Shri Anil D Ambani, Smt. Chhaya Virani, Smt. Manjari Kacker, Smt. Ryna Karani and Shri Suresh Rangachar continues to be on the composition of the board of directors and the respective committees of the Company.

Due to abovementioned events, Company has not received necessary Annual disclosures as required under section 164(2) and Section 184(1) of the Companies Act, 2013 from Shri Anil D Ambani, Smt. Chhaya Virani, Smt. Ryna Karani, Smt. Manjari Kacker and Shri Suresh Rangachar, Directors of the Company.

Shri Vishwanath Devaraja Rao was appointed as an Executive Director and Chief Financial Officer of the Company with effect from 19th November, 2019 on account of the vacancy created by the resignation of Shri Manikantan V w.e.f. November 19, 2019, as the Director and Chief Financial Officer of the Company, notice of which was received by the Company on October 4, 2019, and approved by the COC of the Company in its meeting held on November 13, 2019, and passing of resolution through e-voting, for which voting concluded on November 19, 2019.

The Directors and Resolution Professional of the Company places on record their sincere appreciation for the valuable contribution made by Prof. J. Ramachandran, Shri R N Bhardwaj, Shri Deepak Shourie, Shri A K Purwar and Shri Manikantan V during their tenure as Directors of the Company.

In terms of the provisions of the Companies Act, 2013, Shri Punit Garg, Director of the Company retires by rotation and being eligible, offers himself for reappointment at the ensuing AGM.

A brief profile of Shri Punit Garg along with requisite details as stipulated under Regulation 36(3) of the Listing Regulations are provided in this Annual Report.

The details of programme for familiarization of Independent Directors with the Company, nature of the industry in which the Company operates and related matters are placed on the website of the Company at the link http://www.rcom.co.in/ Rcom/about-us/investor-relations/corporate-governance.html. In the opinion of the Board, the Independent Directors possess the requisite expertise and experience and are the persons of high integrity and repute. They fulfill the conditions specified in the Act and the Rules made thereunder and are independent of the management.

Key Managerial Personnel

Shri Punit Garg ceased to be Executive Director of the Company w.e.f. 5th April, 2019, however he is continuing as a Non Executive Director of the Company.

Shri Rakesh Gupta has been appointed as the Company Secretary and Compliance Officer of the Company with effect from 20th July, 2019 pursuant to the resignation of Shri Prakash Shenoy as the Company Secretary and Compliance officer of the Company with effect from July 19, 2019, which has been duly approved by the Committee of Creditors (CoC) of the Company in its meeting held on July 9, 2019.

Shri Vishwanath Devaraja Rao has been appointed as the Executive Director and Chief Financial Officer of the Company with effect from November 19, 2019, on account of the vacancy created by the resignation of Shri Manikantan V, as the Director and Chief Financial Officer of the Company as approved by the CoC of the Company in its meeting held on November 13, 2019, and passing of resolution through e-voting, which voting concluded on November 19, 2019.

Except as mentioned above, there was no change in the Key Managerial Personnel of the Company.

Policy on appointment and remuneration for 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 formulated the criteria for determining qualifications, positive attributes and independence of a Director, which has been put up on the Companys website at http://www.rcom.co.in/investorrelations and also is attached as Annexure - A.

Currently, as the Company is under CIR Process, the approval of CoC is necessary for the appointment and remuneration of Directors and Key Managerial personnel of the Company.

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 preparation of the annual accounts for the financial year ended March 31, 2020, 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, 2020 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 Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv The Directors had prepared the annual financial statements for the financial year ended March 31, 2020 on a going concern basis;

v The Directors had laid down internal financial controls to be followed by the Company and such 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.

Note: Since the Company is under CIR Process, management of the affairs of the Company is vested with Resolution Professional, all the above mentioned duties and responsibility of Directors have been performed by directors under the direction of RP of the Company.

Contracts and Arrangements with Related Parties

All contracts/ arrangements/ 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 may have a potential conflict with the interest of the Company at large.

During the year, the Company has not entered in to 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.

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.

During the year under review, as the Company is under CIR Process, in terms of Section 28(1 )(f) of the Code, approval of the CoC was taken for related party transactions in CoC meeting(s) held on October 3, 2019 and November 25, 2019 and February 24, 2020.

The policy on Related Party Transactions as approved by the Board is uploaded on the Companys website at the link http:// www.rcom.co.in/Rcom/about-us/investor-relations/corporate- governance.html. None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company.

There are no transactions entered by the Company with persons / entities as mentioned in Regulation 34 (3) and 53 (f) in Schedule V, A, 2A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Material Changes and Commitments, if any, affecting the financial position of the Company

Except as disclosed in this report, 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

A calendar of Meetings is prepared and circulated in advance to the Directors. During the financial year ended March 31, 2020, the Directors held 3 meetings and in addition to above- mentioned Directors meetings, on May 27, 201 9, the Interim Resolution Professional of the Company ("IRP") held a meeting with the management of the Company for considering and approving the audited financial results for the financial year ended March 31, 2020 in terms of Section 134 of the Companies Act, 2013 and Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The additional details about aforesaid meetings are given in the Corporate Governance Report forming part of this report.

Audit Committee

The Audit Committee of the Directors consists of Independent Directors namely Smt. Manjari Kacker, Chairperson, Smt. Ryna

Karani, Smt. Chhaya Virani and Non Independent Directors, Shri Punit Garg, Shri Vishwanath Devaraja Rao, as members.

During the year, all the recommendations made by the Audit Committee were accepted by the Directors and RP of the Company.

Auditors and Auditors Report

At the 12th Annual General Meeting (AGM) held on September 27, 201 6, M/s. Pathak H.D. & Associates, Chartered Accountants were appointed as the statutory auditors of the Company to hold office till the conclusion of the 17th AGM. Pursuant to the provisions of Section 139 of the Act and the Companies (Audit and Auditors) Rules, 2014, M/s. Pathak H.D. & Associates, Chartered Accountants, the Statutory Auditors of the Company have been appointed as Auditors for a term of 5 years. The Company has received a confirmation from the said Auditors that they are not disqualified to act as the Auditors and are eligible to hold the office as Auditors of the Company.

The Auditors in their report to the members have given a qualified opinion and the response of the Company with respect to it is as follows:

Considering various factors including admission of the Corporate Debtor and its three subsidiaries; RTL, RITL and RCIL to CIRP under the Code, there are various claims submitted by the operational creditors, the financial creditors, employees and other creditors. The overall obligations and liabilities including obligation for interest on loans and the principal rupee amount in respect of loans including foreign currency denominated loans shall be determined during the CIRP and accounting impact if any will be given on completion of CIRP. Further, prior to May 15, 2018, the Corporate Debtor and its said subsidiaries were under Strategic Debt Restructuring (SDR) and asset monetization and debt resolution plan was being worked out. The Company has not provided Interest of Rs 4,212 crore ( 4,748 crore in case of consolidated) calculated based on basic rate of interest as per terms of loan for the year ended March 31, 2020 and foreign exchange variation aggregating to Rs 1,313 crore loss ( 1,609 loss in case of consolidated) for the year ended March 31, 2020. Had the Corporate Debtor provided Interest and foreign exchange variation, the Loss would have been higher by Rs 5, 525 crore ( 6,357 crore in case of consolidated) for the year ended March 31, 2020.

On completion of the corporate insolvency resolution process, the Company will carry out a comprehensive review of all the assets including investment in subsidiaries and liabilities which are pending for confirmation and accordingly provide for impairment of assets and write back of liabilities, if any. Further, the Company is in the process of reconciling Goods & Service Tax (GST) and Tax Deducted at source.

Considering these developments including, in particular, the RP having taken over the management and control of the Corporate Debtor and its three subsidiaries (Group) inter alia with the objective of running them as going concerns, the financial results continue to be prepared on going concern basis. However, since the Group continues to incur loss, current liabilities exceed current assets and Group has defaulted in repayment of borrowings, payment of regulatory and statutory dues, these events indicate that material uncertainty exists that may cast significant doubt on Groups ability to continue as a going concern.

The Companys assets are held for sale as per Ind AS 105 and accordingly lease agreements are considered to be short term in nature and Ind AS 116 has not been applied.

The observations and comments given by the Auditors in their report read together with notes on financial statements are self explanatory particularly Note No. 2.15, 2.31, 2.48 and 2.52 (standalone financials) and 2.16, 2.41, 2.53, 2.60 and 2.61 (consolidated financials) and hence the same to be treated as explanation provided under Section 134 of the Act.

The audited financial statement are drawn up both on standalone and consolidated basis for the financial year ended March 31, 2020, in accordance with the requirements of the Ind-AS Rules.

As per the provisions of Clause (ca) of Sub-section (3) of Section 134 of the Act, the auditors of the Company have not reported any fraud under sub-section (12) of Section 143 of the Act.

Cost Auditors

Pursuant to the provisions of the Act and the Companies (Cost Records and Audit) Rules, 2014, the Resolution Professional on the recommendation of directors in a meeting dated 31st July, 2020 have appointed M/s. V. J. Talati & Co., Cost Accountants, as the Cost Auditors to conduct cost audit for the telecommunications businesses of the Company for the financial year ending March 31, 2021 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 are applicable to the Company and accordingly the Company has maintained cost accounts and records in respect of the applicable products for the year ended March 31, 2020.

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 & 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 Resolution Professional on the recommendation of Directors had 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 in their Secretarial Audit Report submitted to the Company. The Secretarial Audit Report is attached herewith as Annexure B.

Pursuant to circular No. CIR/ CFD/ CMD1 / 27/ 2019 dated February 08, 2019, issued by the Securities and Exchange Board of India (SEBI) the Company has obtained Annual Secretarial Compliance Report from a Practicing Company Secretary (PCS) on compliance of all applicable SEBI Regulations and circulars/ guidelines issued there under and the copy of the same shall be submitted with the Stock Exchanges within the prescribed due date.

Annual Return

As required under Section 134(3)(a) of the Act, the Annual Return for the financial year 2019-20 is put up on the Companys website and can be accessed at https://www.rcom. co.in/investor-relations-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, 2014 (the Rules), 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, 2014 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

As the Company does not carry on any manufacturing activity, being a telecommunications service provider, most of the information of the Company as required under Section 134(3) (m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 are not applicable. However, the information as applicable has been given in the Annexure C 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, process and policies confirming 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 separate section forming part of this Annual Report

A Certificate from, M/s. Ashita Kaul & Associates, Practicing Company Secretary, conforming compliance to the conditions of Corporate Governance as stipulated under Para E of Schedule V of the Listing Regulations, is enclosed to this Report.

Ombudspersons & Whistle Blower (Vigil Mechanism)

The Company has formulated an Ombudspersons & Whistle Blower (Vigil Mechanism) to address the genuine concern, if any of the directors and employees. 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 www.rcom.co.in

Risk Management

The Company had constituted a Risk Management Committee in the Board of Directors meeting held on 14th November, 2014 consisting of majority of directors and senior managerial personnel of the Company; however these mandatory provisions of Listing Regulations are not applicable to the Company. The Board of Directors of the Company has dissolved the Risk Management Committee in its meeting held on 3rd November, 2018. Audit Committee looks after the functions of the Risk Management Committee.

The Company is currently under corporate insolvency resolution process pursuant to the provisions of the Insolvency and Bankruptcy Code, 201 6 and considering these developments including, in particular, the RP having taken over the management and control of the Company and its three subsidiaries (Group) inter alia with the objective of running them as going concerns, the Company continues to incur loss, current liabilities exceed current assets and Group has defaulted in repayment of borrowings, payment of regulatory and statutory dues, these events indicate that material uncertainty exists that may cast significant doubt on Groups ability to continue as a going concern. The Auditors have drawn qualification in their Audit Report for the quarter and year ended March 31, 2020.

Further, the Company has a robust 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 risk framework has different risk models which helps in identifying risks trend, exposure and potential impact analysis at a Company level as also separately for business segments.

Compliance with 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 one such complaints was received and the same was redressed immediately.

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 Committee in compliance with the provisions of Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules 2014. The Corporate Social Responsibility Committee has formulated a Corporate Social Responsibility Policy (CSR policy) indicating the activities to be undertaken by the Company. The CSR policy may be accessed on the Companys website at the link; http://www.rcom.co.in/Rcom/ about-us/investor-relations/corporate-governance.html.

The CSR Committee as on March 31, 2020 comprised of Smt. Manjari Kacker as Chairperson and Shri Punit Garg, Shri Vishwanath Devaraja Rao, Smt. Ryna Karani and Smt. Chhaya Virani as members. The annual report on CSR activities is annexed as Annexure D.

Orders, if any, passed by Regulators or Courts or Tribunals

Except as disclosed in this report, no orders have been passed by the Regulators or Courts or Tribunals impacting the going concern status and the Companys operation.

Internal Financial Controls and their adequacy

The Company has in place adequate internal financial controls across the organization. The same is subject to review periodically by the Internal Audit Cell and by the Audit Committee for its effectiveness.

During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.

Business Responsibility Report

Business Responsibility Report for the year under review as stipulated under the Listing Regulations is presented under separate section forming part of this Annual Report.

Acknowledgement

Your Directors express their sincere appreciation for the cooperation and assistance received from shareholders, debenture holders, bankers, financial institutions, regulatory

bodies, government Authorities, debenture trustee and other business constituents during the year under review. The Directors express their sincere thanks to the Resolution Professional and Committee of Creditors of the Company for continuous support during the year. Your Directors also wish to place on record their deep sense of appreciation for the commitment displayed by all executives, officers and staff and look forward to their continued support in future.

Punit Garg Vishwanath Devaraja Rao
Non Executive Director Executive Director and Chief Financial Officer
Place: Mumbai
Date : July 31, 2020