The Board of Directors present the Company's Thirty-seventh Annual Report and the Company's audited financial statements for the
financial year ended March 31, 2025.
Financial Results
The Company's financial performance (standalone and consolidated) for the year ended March 31, 2025 is summarised below:
(' in lakh)
| |
STANDALONE
|
|
CONSOLIDATED
|
|
| |
2024-25
|
2023-24
|
2024-25
|
2023-24
|
|
Profit Before Tax
|
11 48
|
15 85
|
13 62
|
18 96
|
|
Current Tax#
|
(1 50)
|
(2 92)
|
(1 50)
|
(2 92)
|
|
Deferred Tax
|
(15)
|
(2 72)
|
(15)
|
(2 72)
|
|
Profit for the Year
|
9 83
|
10 21
|
11 97
|
13 32
|
|
Opening Balance in Retained Earnings
|
54 22
|
52 29
|
95 94
|
90 90
|
|
Sub-Total
|
64 05
|
62 50
|
107 91
|
1 04 22
|
|
Appropriations
Transferred to General Reserve
|
(3 00)
|
(3 00)
|
(3 00)
|
(3 00)
|
|
Dividend on Equity SharesA
|
*(5 28)
|
$(5 28)
|
*(5 28)
|
$(5 28)
|
|
Closing Balance in Retained Earnings
|
55 77
|
54 22
|
99 63
|
95 94
|
Figures in brackets represent deductions
# Includes Provision for Income Tax of earlier years - NIL (Previous year f 66 lakh)
*For Financial Year2023-24
$For Financial Year2022-23
ASubject to rounding off differences
Dividend
The Board of Directors have recommended a dividend of ' 3.50
(Three rupees and fifty paise) per equity share of ' 10/- (Ten rupees
only) each fully paid-up of the Company for the financial year ended
March 31, 2025 (last year ' 3.50 per equity share of ' 10/- each fully
paid-up). Dividend payment is subject to approval of Members at
the ensuing Annual General Meeting and subject to deduction of
income tax at source.
The dividend recommended is in accordance with the Company's
Dividend Distribution Policy. The said policy of the Company
is available on the Company's website and can be accessed at:
http://www.riil.in/pdf/dividend-distribution-policy.pdf
Details of material changes from the end of the financial year
There have been no material changes and commitments affecting
the financial position of the Company between the end of the
financial year to which the financial statement relates and date of
this Report.
Management Discussion and Analysis Report
Management Discussion and Analysis Report for the year under
review, as stipulated under the Securities and Exchange Board
of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 ("Listing Regulations"), is as under:
Results of Operations and the State of Company's Affairs
During the year, the Company's Net profit was ' 983 lakh
as compared to ' 1,021 lakh in the previous year. Revenue
from transportation services was ' 3,317 lakh as compared to
' 3,350 lakh in the previous year. Revenue from infrastructure
support and other operating income was ' 1,632 lakh as compared
to ' 2,458 lakh in the previous year, mainly on account of lower
utilization of the infrastructure assets.
The Company continues to provide infrastructure support services
which includes transportation of petroleum products, natural gas
and raw water through pipelines and other infrastructure support
services mainly to Reliance Industries Limited.
Resources and Liquidity
The Company's net worth as on March 31, 2025 stood at
'32,400 lakh, with accumulated reserves and surplus of
'30,890 lakh.
The Return on net worth fell to 3.1% in FY 2024-25 as against 3.2%
in previous year due to lower profits on account of lower utilisation
of infrastructure assets.
Details of significant changes (i.e. change of 25% or more as
compared to the immediately previous financial year) in key
financial ratios along with detailed explanation is given below:
• Trade Receivable Turnover Ratio decreased to 10.90 in
FY 2024-25 as against 16.76 in the previous year primarily due
to increase in average trade receivables.
• Return on Capital Employed increased to 286.6% in FY 2024-25
as against (125.6%) in the previous year due to reduced capital
employed.
The Company continues to maintain its conservative financial
profile and funds its requirements through internal accruals.
Macro-outlook, industry framework and road ahead
In current times, business environment around the world has
become highly volatile. Almost every sector globally is operating
amid extreme uncertainties, as major economies seek to bring
about considerable alterations in existing trade and geo-political
stances. The prolonged and continuing geo-political tensions
further aggravate the situation.
Amid such periods of disruption, the virtue of economic self-reliance
gains significant impetus. India's thrust on “atmanirbharta” becomes
all the more relevant, especially in crucial sectors like infrastructure.
The roadways, ports, airports, pipelines and overall logistics of our
country will play an integral role in ensuring India's continued
growth trajectory. The Company has deployed best-in-class assets,
to support and enhance the infrastructure development.
Challenges, Risks and Concerns
Infrastructure projects are mainly characterized by prolonged
development phases and involve long gestation period. The
current emphasis on sustainability and climate change presents
the challenge of maintaining environmental protection and
effectively managing the carbon footprint throughout project
implementation. Handling regulatory shifts during the lifecycle of a
project constitutes a key risk factor.
The Company has a competent management team, well equipped
to mitigate the risks involved. With strong governance structures
in place, the Company remains focused on timely delivery of
infrastructural services with prudent financial management. Over
the years, the Company has been primarily serving one major
customer, leveraging its existing assets to drive performance.
Human Resource Development
The Company believes that the quality of its employees is the key
in the long run. The Company continues to have cordial relations
with its employees. The Company provides personal development
opportunities and all-round exposure to its employees.
Internal Controls
The Company has robust internal control systems and procedures
commensurate with its nature of business which meets the
following objectives:
• providing assurance regarding the effectiveness and efficiency
of operations;
• efficient use and safeguarding of resources;
• compliance with policies, procedures and applicable laws and
regulations; and
• transactions being accurately recorded and promptly reported.
The Company continues to have periodical internal audits
conducted of all its functions and activities to ensure that systems
and processes are followed across all areas.
The Audit Committee regularly reviews the adequacy of internal
control systems through such audits. The Internal Auditor reports
directly to the Audit Committee.
The Company also has a robust budgetary control system to monitor
expenditure against approved budgets on an ongoing basis.
Internal Financial Controls
Internal Financial Controls are an integral part of the risk
management framework and process that address financial and
financial reporting risks. The key internal financial controls have
been documented, automated wherever possible and embedded in
the business process. The Company has in place adequate internal
financial controls with reference to Financial Statement.
Assurance on the effectiveness of internal financial controls is
obtained through management reviews and self-assessment,
continuous control monitoring by functional experts as well as
testing of the internal financial control systems by the Statutory
Auditor and Internal Auditors during the course of their audits.
The Company believes that these systems provide reasonable
assurance that the Company's internal financial controls are
adequate and operating effectively as intended.
Risk Management
The Company has in place a Risk Management Policy commensurate
with the size of the Company, which provides for a robust risk
management framework to identify and assess risks such as safety,
health and environment, operational, strategic, financial, security,
property, regulatory, reputational and other risks and put in place
an adequate risk management infrastructure capable of addressing
these risks. The Risk Management Committee has been constituted
to identify, monitor and report on the potential risks associated
with the Company's business and periodically keeps the Board
of Directors apprised of such risks and the measures taken by the
Company to mitigate such risks.
Given below are significant potential risks to the Company and
measures in place to mitigate them:
Operational Risk: Disruptions in operating the Company's pipelines
and equipment may arise due to natural calamities, equipment
failures or other unexpected or unforeseen interruptions.
The extreme risk for pipeline is “Damage to pipeline by third party
activity in high consequence areas”. This risk is being mitigated
through daily line patrolling. Public awareness programs covering
all stakeholders also play a significant role in reducing Third Party
Damage incidents to a great extent.The Company consistently
works towards monitoring the health of the pipelines through
internal checks and external audit assurance in compliance with
the requirement of Petroleum and Natural Gas Regulatory Board,
thereby maintaining or improving operational efficiencies.
Safety, Health and Environment Risks: The Company's activities
of transporting petroleum products and natural gas through its
pipelines are inherently hazardous. Any accident, explosion, leakages
or acts of terrorism may cause property damage or bodily injury
and adversely impact surrounding communities and environment
which may result in disruption of operations and litigations. The
Company has structured inspections of its operating facilities for
identifying and mapping operational hazards, investigating root
cause analysis and to eliminate any such occurrence by developing
mitigation plans.
Further, there is a comprehensive insurance plan in place to cover
the above risks.
Consolidated Financial Statement
In accordance with the provisions of the Companies Act, 2013
("the Act") and the Listing Regulations read with Ind AS 110 -
Consolidated Financial Statements and Ind AS 28 - Investments in
Associates and Joint Ventures, the audited Consolidated Financial
Statement forms part of this Annual Report.
Subsidiary, Joint Venture and Associate Company
The Company did not have any subsidiary or joint venture during
the financial year under review. The Company has one Associate
Company, Reliance Europe Limited.
A statement providing details of performance and salient features
of the financial statement of the Associate Company as per
Section 129(3) of the Act, is provided as Annexure 'A' to the audited
Consolidated Financial Statement and therefore not repeated in
this Report.
The Audited Financial Statement including the Consolidated
Financial Statement of the Company and all other documents
required to be attached thereto forms part of this Annual Report
and is also available on the Company's website and can be accessed
at: http://www.riil.in/pdf/Annual-Report-2024-25.pdf
Secretarial Standards
The Company has followed the applicable Secretarial Standards,
with respect to Meetings of the Board of Directors (SS-1) and General
Meetings (SS-2) issued by the Institute of Company Secretaries of
India.
Directors' Responsibility Statement
Your Directors state that:
a) in the preparation of the annual accounts for the year ended
March 31,2025, the applicable accounting standards read with
requirements set out under Schedule III to the Act have been
followed and there are no material departures from the same;
b) the Directors have 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 31,2025
and of the profit of the Company for the year ended on that
date;
c) the Directors have 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;
d) the Directors have prepared the annual accounts on a going
concern basis;
e) the Directors have laid down internal financial controls to be
followed by the Company and that such internal financial
controls are adequate and operating effectively; and
f) the Directors have devised proper systems to ensure
compliance with the provisions of all applicable laws and that
such systems are adequate and operating effectively.
Business Responsibility and Sustainability Report
In accordance with the Listing Regulations, the Business
Responsibility and Sustainability Report describing the initiatives
taken by the Company from an environmental, social and
governance perspective is available on the Company's website
and can be accessed at: https://www.riil.in/pdf/riil-business-
responsibility-and-sustainability-report-2024-25.pdf
Contracts or Arrangements with Related Parties
All contracts / arrangements / transactions entered by the Company
during the financial year with related parties were in the ordinary
course of business and on arms' length basis and do not have
potential conflict with interest of the Company at large.
Details of the contracts / arrangements / transactions with related
party which are required to be reported in Form No. 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 are annexed herewith and
marked as Annexure I to this Report.
The Policy on Materiality of Related Party Transactions and on
dealing with Related Party Transactions as approved by the Board
is available on the Company's website and can be accessed at:
https://www.riil.in/pdf/riil-policy-on-materiality.pdf
Members may refer to Note 24 to the Standalone Financial
Statement which sets out related party disclosures pursuant to
Ind AS.
Corporate Social Responsibility
The Corporate Social Responsibility ("CSR") Policy formulated by
the CSR Committee and approved by the Board is available on the
Company's website and can be accessed at: http://www.riil.in/pdf/
csr_policy.pdf. During the year under review, there has been no
change in the said Policy.
The CSR policy sets out the guiding principles for the CSR
Committee, inter-alia, in relation to the activities to be undertaken
by the Company, as per Schedule VII to the Act, CSR Governance
and implementation, Composition of Committee and monitoring of
CSR activities.
The key philosophy of the CSR initiative of the Company
is to promote development through social and economic
transformation.
The Company has, inter-alia, identified following areas in which it
may engage for its CSR activities:
• Addressing identified needs of the underprivileged through
initiatives directed towards promoting health, including
preventive health care;
• Environmental sustainability and ecological balance; and
• Any other activity falling within the scope of Schedule VII to
the Act.
During the year, the Company has spent ' 30 lakh (i.e., 2.34% of the
average net profits of the immediately preceding three financial
years) towards identified and approved CSR initiatives covered
under Schedule VII to the Act.
The Annual Report on CSR activities is annexed herewith and
marked as Annexure II to this Report.
Directors and Key Managerial Personnel
In accordance with the provisions of the Act and the Articles of
Association of the Company, Shri Mahesh K. Kamdar, Director of
the Company, retires by rotation at the ensuing Annual General
Meeting. The Board of Directors of the Company, based on the
recommendation of the Nomination and Remuneration Committee
("NRC"), has recommended his appointment.
Further, in terms of Regulation 17(1A) of the Listing Regulations,
approval of Members by way of special resolution is sought at the
ensuing Annual General Meeting for continuation of Shri Mahesh
K. Kamdar as non-executive director, liable to retire by rotation,
notwithstanding his attaining the age of seventy-five years.
Shri Dilip V. Dherai, Executive Director of the Company,
superannuated from the services and stepped down from the
position of Director of the Company with effect from end of
the day on March 31, 2025. The Board of Directors placed on
record their sincere appreciation for the contribution made by
Shri Dilip V. Dherai, during his long tenure of over 34 years on the
Board of the Company.
The Board of Directors, based on the recommendation of the NRC,
appointed Shri Vipin Chandra Sati as an Additional Director and
Whole-time Director designated as Executive Director for a term of
5 (five) years with effect from April 1,2025, subject to the approval
of the Members. In the opinion of the Board, he possesses requisite
expertise, integrity, experience and proficiency.
Smt. Sindhu Menon ceased to be the Chief Financial Officer of
the Company with effect from the close of business hours of
July 18, 2024. The Board of Directors, based on the recommendation
of the NRC, appointed Shri Praveen Baser as the Chief Financial
Officer of the Company with effect from July 19, 2024.
The Board of Directors placed on record its deep appreciation for
the valuable contribution made by Smt. Sindhu Menon during her
association as the Chief Financial Officer of the Company.
The Company has received declarations from all the independent
directors of the Company confirming that:
i. they meet the criteria of independence prescribed under the
Act and the Listing Regulations; and
ii. they have registered their names in the independent directors'
databank.
The Company has, inter-alia, following policies:
a) Policy for Appointment of Directors and determining Directors'
independence; and
b) Remuneration Policy for Directors, Key Managerial Personnel
and other employees.
The Policy for Appointment of Directors and determining Directors'
independence sets out the guiding principles for the NRC for
identifying persons who are qualified to become Directors and to
determine the independence of Directors, while considering their
appointment as independent directors of the Company. The Policy
also provides for the factors in evaluating the suitability of Individual
Board members with diverse background and experience that are
relevant for the Company's operations. There has been no change
in the aforesaid policy during the year under review. The said
policy is available on the Company's website and can be accessed
at: https://www.riil.in/pdf/policy-for-appointmentof-directors-and-
determining-Directors'-independence.pdf
The Remuneration Policy for Directors, Key Managerial Personnel
and other employees sets out the guiding principles for the NRC
for recommending to the Board, the remuneration of the Directors,
Key Managerial Personnel and other employees of the Company.
There has been no change in the policy during the year under
review. The said policy is available on the Company's website and
can be accessed at: https://www.riil.in/pdf/remuneration-policy-
for-directors-key-managerial-other-empl.pdf
Performance Evaluation
The Company has a policy for performance evaluation of the Board,
Committees and other Individual Directors (including independent
directors) which includes criteria for performance evaluation of
Non-executive Directors and Executive Directors.
In accordance with the manner of evaluation specified by the
NRC, the Board carried out annual performance evaluation of the
Board, its Committees and Individual Directors. The independent
directors carried out annual performance evaluation of the
Chairman, the non-independent directors and the Board as a
whole. The Chairperson of the respective Committees shared the
report on evaluation with the respective Committee members. The
performance of each Committee was evaluated by the Board, based
on the report of evaluation received from respective Committees.
Auditors and Auditor's Report
(i) Statutory Auditor
Chaturvedi & Shah LLP (Registration No.: 101720W/W100355),
Chartered Accountants, were appointed as the Auditor of the
Company, for a term of 5 (five) consecutive years, at the Annual
General Meeting held on September 28, 2022. The Auditor
have confirmed that they are not disqualified from continuing
as the Auditor of the Company.
The Auditor's Report does not contain any qualification,
reservation, adverse remark or disclaimer. The Notes to
Financial Statement referred to in the Auditor's Report are
self-explanatory and do not call for any further comments.
(ii) Cost Auditor
In accordance with the provisions of Section 148(1) of the
Act, read with the Companies (Cost Records and Audit) Rules,
2014, the Company has maintained cost records in its books
of account for the financial year 2024-25 in respect of its
services of transportation of petroleum products. However, in
terms of the said Rules, the requirement of cost audit was not
applicable to the Company for the financial year 2024-25 as
the turnover of the Company from these services was below
the threshold limit prescribed in the said Rules for cost audit.
(iii) Secretarial Auditor
The Board had appointed Shashikala Rao & Co., Company
Secretaries, to conduct Secretarial Audit of the Company
for the financial year 2024-25. The Secretarial Audit Report
relating thereto is annexed herewith and marked as
Annexure III to this Report. The Secretarial Audit Report does
not contain any qualification, reservation, adverse remark or
disclaimer.
In accordance with the provisions of Section 204 of the Act
read with Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 and Regulation 24A of
the Listing Regulations, the Board has recommended to
the Members of the Company the appointment of BNP &
Associates, Practicing Company Secretaries (Firm Registration
No. P2014MH037400), as the Secretarial Auditor of the
Company for a term of 5 (five) consecutive financial years,
commencing from the financial year 2025-26 to the financial
year 2029-30 to conduct Secretarial Audit of the Company.
They have confirmed their eligibility and qualification required
under the Act and the Listing Regulations for holding the
office, as the Secretarial Auditor of the Company.
Disclosures
Meetings of the Board
Five meetings of the Board of Directors were held during the year.
The particulars of meetings held and attendance of each Director
are detailed in the Corporate Governance Report forming part of
this Annual Report.
Committees
The composition of the Committees as on March 31, 2025 is as
under:
Audit Committee
The Audit Committee comprises Smt. Riddhi Bhimani (Chairperson),
Shri Achuthan Siddharth and Shri Rahul Dutt.
During the year under review, all the recommendations made by
the Audit Committee were accepted by the Board.
Corporate Social Responsibility Committee
The Corporate Social Responsibility Committee comprises
Shri Sanjiv Singh (Chairman), Shri Achuthan Siddharth and
Smt. Riddhi Bhimani.
Nomination and Remuneration Committee
The Nomination and Remuneration Committee comprises
Shri Achuthan Siddharth (Chairman), Smt. Riddhi Bhimani and
Shri Rahul Dutt.
Stakeholders Relationship Committee
The Stakeholders Relationship Committee comprises
Shri Mahesh K. Kamdar (Chairman), Shri Sanjiv Singh,
Shri Achuthan Siddharth and Shri Rahul Dutt.
Risk Management Committee
The Risk Management Committee effective July 19, 2024 comprised
Shri Dilip V. Dherai (Chairman), Shri Sanjiv Singh, Shri Achuthan
Siddharth, Smt. Riddhi Bhimani, Directors & Shri Praveen Baser and
Shri Umesh D. Giriyan, Executives of the Company.
The Committee was re-constituted effective April 1,2025, comprising
Shri Sanjiv Singh (Chairman), Shri Vipin Chandra Sati, Shri Achuthan
Siddharth, Smt. Riddhi Bhimani, Directors & Shri Praveen Baser and
Shri Umesh D. Giriyan, Executives of the Company.
Vigil Mechanism and Whistle-blower Policy
The Company has established a robust Vigil Mechanism and a
Whistle-blower Policy in accordance with provisions of the Act and
the Listing Regulations. Ethics & Compliance Task Force ("ECTF")
comprising a member of Board as the Chairman and senior
executives as members oversees and monitors the implementation
of ethical business practices in the Company. ECTF is required to
review complaints and incidents on a quarterly basis and report
them to the Audit Committee.
Employees and other stakeholders are required to report actual
or suspected violations of applicable laws and regulations and
the Code of Conduct. Such genuine concerns (termed Reportable
Matter) disclosed as per Policy are called “Protected Disclosures”
and can be raised by a whistle-blower through an e-mail or a letter
to the ECTF or to the Chairperson of the Audit Committee.
The Vigil Mechanism and Whistle-blower Policy is available
on the Company's website and can be accessed at:
https://www.riil.in/pdf/whistle-blower-policy.pdf
During the year under review, no Protected Disclosure concerning
any reportable matter in accordance with the Vigil Mechanism
and Whistle-blower Policy of the Company was received by the
Company.
Particulars of loans given, investments made, guarantees given
and securities provided
The Company has not given any loan or guarantee or provided any
security during the year under review. Particulars of investments
made are provided in the Standalone Financial Statement. Members
may refer to Note 2, 6 and 29 to the Standalone Financial Statement.
Conservation of Energy, Technology Absorption and Foreign
Exchange Earnings & Outgo
The particulars relating to conservation of energy, technology
absorption and foreign exchange earnings & outgo, as required to
be disclosed under the Act are as under:
A. Conservation of Energy
As an infrastructural facilities and support services provider,
the operations of the Company require efficient energy
consumption.
(i) Steps taken to conserve energy
Old battery banks at Cathodic Protection stations
CP-1 and CP-2 are replaced with an energy-efficient and
maintenance-friendly power storage system, contributing
to improved energy conservation and system reliability.
The new setup featured advanced charging technology,
reduced power losses and longer battery life aligning
with sustainable operation goals.
(ii) Steps taken for utilising alternate sources of energy
and Capital investment on energy conservation
equipment
The Company has not made any capital investment on
utilizing alternate sources of energy and conservation
equipment during the year under review.
B. Technology absorption
(i) Major efforts made towards technology absorption
a) Upgradation of Uninterruptible Power Supply
("UPS") panel to ensure uninterrupted power for
critical Supervisory Control and Data Acquisition
("SCADA") & Remote Terminal Unit ("RTU") control
systems and field instrumentation at Company's
pumping facility inside HPCL refinery at Chembur.
The scope included integration of a modern UPS
system with enhanced reliability, load-handling
capacity and seamless switchover with minimal
downtime resulting in improved operational
stability and extended backup power duration for
process equipment.
b) Replacement and upgradation of 4 Motor Operated
Valve actuators at Company's pumping facility inside
HPCL refinery at Chembur to enhance reliability
and operational efficiency. The upgradation
work involved installation of IQ Series actuators
with improved torque control and diagnostics
features and integrating them with the existing
SCADA / control system.
c) Integration of newly installed CCTV surveillance
cameras with a centralized GENETEC Security
Centre platform to enhance real-time monitoring,
centralized control and incident management
capabilities. The integration streamlined security
operations by enabling unified access, video
analytics and remote viewing features across
multiple locations.
d) Replacement of existing RTU marshalling panel
and associated signal cables at CP 15 carried out
to improve system reliability, reduce signal noise,
ensure long-term maintainability and to enhance
communication integrity between field instruments
and the RTU.
(ii) The benefits derived like product improvement,
cost reduction, product development or import
substitution
Implemented framework for securing SCADA and
Leak Detection System ("LDS") application software
by upgrading cyber security solutions like Trellix,
Trend Micro, Claroty tools and Fire walls complying to
IEC 62443 standard to identify and mitigate the
cybersecurity threats.
(iii) Information regarding imported technology
(Imported during the last three years)
The Company has not imported any major technology
during the last three years.
(iv) Expenditure incurred on research and development
Developed in-house capability to carry out analysis of
Electrical Resistance probes data as part of a proactive
internal corrosion monitoring program for Pipeline
health monitoring and its assessment. Earlier this critical
pipeline health monitoring activity was being done
through the external expert agency.
C. Foreign Exchange Earnings and Outgo
Foreign Exchange earned in terms of Actual Inflows - Nil
Foreign Exchange outgo in terms of Actual Outflows -
USD 7,746.28
Corporate Governance
The Company is committed to maintain the highest standards of
Corporate Governance and adheres to the Corporate Governance
requirements set out by the Securities and Exchange Board of
India. The Company has also implemented several best governance
practices. The Corporate Governance Report as stipulated under
the Listing Regulations forms part of this Annual Report. Certificate
from the Statutory Auditor of the Company confirming compliance
with the conditions of Corporate Governance is attached to the
Corporate Governance Report.
Disclosure pursuant to para (IV) of third proviso to Section II,
Part II of Schedule V to the Act relating to remuneration of
Shri Dilip V. Dherai is covered in the Corporate Governance Report.
For details, please refer to the Corporate Governance Report
forming part of this Annual Report.
Annual Return
The Annual Return of the Company as on March 31, 2025 is
available on the Company's website and can be accessed at:
http://www.riil.in/pdf/mgt-7-2024-25.pdf
Particulars of Employees and related disclosures
In terms of the provisions of Section 197(12) of the Act read
with Rules 5(2) and 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, a statement
showing the names of top ten employees in terms of remuneration
drawn and the names and other particulars of the employees
drawing remuneration in excess of the limits set out in the said
Rules forms part of this Report.
Disclosures relating to 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 forms part of this Report.
Having regard to the provisions of the second proviso to
Section 136(1) of the Act and as advised, the Annual Report
excluding the aforesaid information is being sent to the Members
of the Company. Any Member interested in obtaining such
information may address their email to investor_relations@riil.in.
Prevention of sexual harassment at workplace
In accordance with the requirements of the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act,
2013 ("POSH Act") and Rules made thereunder, the Company
has in place a policy which mandates no tolerance against any
conduct amounting to sexual harassment of women at workplace.
The Company has an Internal Complaints Committee to redress
and resolve any complaints arising under the POSH Act. Training /
Awareness programs are conducted throughout the year to create
sensitivity towards ensuring respectable workplace.
General
Your Directors state that no disclosure or reporting is required in
respect of the following matters as there were no transactions on
these matters during the year under review:
1. Details relating to deposits covered under Chapter V of the
Act.
2. Issue of equity shares with differential rights as to dividend,
voting or otherwise.
3. Issue of shares (including sweat equity shares and ESOS) to the
employees of the Company under any scheme.
4. The Company has no holding company or subsidiary company,
hence the provisions of Section 197(14) of the Act relating to
receipt of remuneration or commission by the Whole-time
Director from holding company or subsidiary company of the
Company are not applicable to the Company.
5. No significant or material orders were passed by the Regulators
or Courts or Tribunals, which impact the going concern status
and Company's operations in future.
6. No fraud has been reported by the Auditor to the Audit
Committee or the Board of Directors of the Company.
7. There has been no change in the nature of business of the
Company.
8. There is no proceeding pending under the Insolvency and
Bankruptcy Code, 2016.
9. There was no instance of one-time settlement with any Bank or
Financial Institution.
Acknowledgement
The Board of Directors wish to place on record its deep sense of
appreciation for the committed services by all the employees of the
Company. The Board of Directors would also like to express their
sincere appreciation for the assistance and co-operation received
from the government and regulatory authorities, stock exchanges,
depositories, banks, customers, vendors and Members during the
year under review.
For and on behalf of the Board of Directors
Mahesh K. Kamdar
Chairman
Mumbai, April 16, 2025
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