The Board of Directors present the Company's Thirty-sixth Annual Report and the Company's audited financial statements for the financial year ended March 31, 2024.
Financial Results
The Company's financial performance (standalone and consolidated) for the year ended March 31, 2024 is summarised below:
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STANDALONE
2023-24
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2022-23
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CONSOLIDATED
2023-24
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(Rs. in Lakh) 2022-23
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Profit Before Exceptional Items and Tax
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15 84.95
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9 83.68
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18 95.52
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11 82.54
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Exceptional Items (Net)
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-
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7 91.99
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-
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7 91.99
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Profit before Tax
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15 84.95
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17 75.67
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18 95.52
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19 74.53
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Current Tax*
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(2 91.85)
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(3 39.78)
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(2 91.85)
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(3 39.78)
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Deferred Tax
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(2 71.83)
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1 22.15
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(2 71.83)
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1 22.15
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Profit for the Year
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10 21.27
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15 58.04
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13 31.84
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17 56.90
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Opening Balance in Retained Earnings
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52 29.90
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44 24.86
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90 91.08
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80 87.18
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Sub-Total
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62 51.17
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59 82.90
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1 04 22.92
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98 44.08
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Appropriations
Transferred to General Reserve
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(3 00.00)
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(3 00.00)
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(3 00.00)
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(3 00.00)
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Dividend on Equity Shares
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*(5 28.50)
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$(4 53.00)
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*(5 28.50)
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$(4 53.00)
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Closing Balance in Retained Earnings
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54 22.67
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52 29.90
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95 94.42
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90 91.08
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Figures in brackets represent deductions
'Includes Provision for Income Tax of earlier years ' 66.23 lakh (Previous year Nil). *For Financial Year 2022-23 $For Financial Year 2021-22
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Dividend
The Board of Directors have recommended a dividend of ? 3.50 (Three rupees fifty paise only) per equity share of ? 10/-(Ten Rupees only) each fully paid-up of the Company for the financial year ended March 31, 2024 (last year ? 3.50 per equity share of ? 10/- each fully paid-up). Dividend is subject to approval of members at the ensuing Annual General Meeting and shall be 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's 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 ? 1,021.27 lakh as compared to ? 766.05 lakh (excluding Exceptional Items of ? 791.99 lakh) in the previous year. Revenue from transportation services was ? 3,349.88 lakh as compared to ? 3,265.78 lakh in the previous year. Revenue from infrastructure support and other operating income was ? 2,458.75 lakh as compared to ? 3,539.02 lakh in the previous year, mainly on account of lower utilization of the infrastructure assets. This was offset by lower depreciation of ? 260.92 lakh for the year as compared to ? 588.69 lakh in previous year and higher Other Income of ? 2,461.18 lakh as compared to ? 1,288.77 lakh in previous year, mainly on account of higher average cash and marketable securities.
The Company continues to provide infrastructure support services which includes transportation of petroleum products 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, 2024 stood at ? 31,945.63 lakh, with accumulated reserves and surplus of ? 30,435.63 lakh.
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:
• Return on Equity Ratio is 3.22% in FY 2023-24 as against 2.48% in the previous year due to increase in Profit After Tax (before exceptional items).
• Trade Receivable Turnover Ratio increased to 16.76 in FY 2023-24 as against 6.84 in the previous year due to effective collection of receivables.
• Trade Payables Turnover Ratio decreased to 1.53 in FY 2023-24 as against 2.36 in the previous year due to effective utilisation of credit period.
• Net Profit Ratio increased to 17.58% in FY 2023-24 as against 11.26% in the previous year due to increase in Profit After Tax (before exceptional items).
• Return* on Capital Employed (Excluding Working Capital Financing) decreased to (125.59%) in FY 2023-24 as against (17.26%) in the previous year due to reduced revenue from operations and capital employed.
[* Return is the Net Profit after Tax (before exceptional items) + Deferred Tax Expense/(Income) (-) Other Income]
• Return on Investment increased to 7.17% in FY 2023-24 as against 4.61% in the previous year due to higher income from Investment.
The Company continues to maintain its conservative financial profile and funds its requirements through internal accruals.
Industry Structure, Developments, Opportunities and Outlook
In the recent years, global sentiment around Indian economy has been positive. Despite the unrests triggered by geopolitical tensions in other parts of the world, India's economy is progressing with remarkable resilience.
As India gears up for the "ViksitBharat@2047" vision, one of the key sectors that will drive the nation's growth towards this goal is infrastructure. Towards this vision, the Company's infrastructural capabilities and technological advancements shall play a vital role by leveraging its inherent capabilities and deploying quantifiable resources. Roads and highways, railways, ports, airports are all envisaged to contribute significantly in propelling India to becoming a fully developed economy in the coming decades. Public-Private Partnerships ("PPPs") have also served as a crucial mechanism for private sector's participation in infrastructure progress.
Challenges, Risks and Concerns
Infrastructural projects, in essence, are characterized by long gestation periods. Managing regulatory changes occurring during the course of project completion pose a key risk. The substantial capital requirements for such projects give rise to concerns of securing funding options as well as interest rate risks in the long term. The contemporary focus on sustainability and climate change brings forth the challenge of ensuring environmental protection and managing carbon footprint throughout project implementation.
The Company remains focused on adhering to budgets while at the same time ensuring timely project delivery. Over the years, the Company has been primarily serving a single largest customer with the focus on utilizing the existing assets to achieve its results. It has always been proactive in mitigating business risks with appropriate risk management framework and conservative financial profile backed by prudent business practices. The Company is well positioned to manage the risks given its track record.
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 of the Board of Directors of the Company 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 Auditors 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 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 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 litigations and disruption of operations. 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"), 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 the 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, over all contribution 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 Consolidated Financial Statement and therefore not repeated in this Report to avoid duplication.
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-2023-24.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 31,2024, 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 31,2024 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-2023-24.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.
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 is 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
During the year under review, the Policy on Materiality of Related Party Transactions and on dealing with Related Party Transactions was amended to align it with the amendments in the Listing Regulations.
Members may refer to Note 25 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 continues unchanged. The CSR Policy is available on the Company's website and can be accessed at: http://www.riil.in/pdf/csr_policy.pdf
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 ofthe 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;
• Any other activity falling within the scope of Schedule VII to the Act.
During the year, the Company has spent ? 25 lakh (that is, 2.31% of the average net profits of last three financial years) on CSR activities
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 Dilip V. Dherai (DIN: 00011789), Director of the Company, retires by rotation at the ensuing Annual General Meeting. The Board of Directors, on the recommendation of the Nomination and Remuneration Committee ("NRC"), has recommended his appointment.
Shri Chandra Raj Mehta and Shri Sandeep H Junnarkar completed their second term of office, as Independent Directors of the Company on March 31, 2024. The Board placed on record its appreciation for the valuable services rendered by Shri Chandra Raj Mehta and Shri Sandeep H Junnarkar during their association as independent directors of the Company.
The Board of Directors, on the recommendation of the NRC, has appointed Shri Rahul Dutt as an Additional Director designated as an Independent Director for a term of 5 (five) years and Shri Sanjiv Singh as Additional Director (Non-Executive), effective March 27, 2024, subject to the approval of the shareholders. In the opinion of the Board, they possess requisite expertise, integrity and experience (including proficiency).
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 Listing Regulations; and
ii. they have registered their names in the independent directors' data bank.
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 aforesaid policies are available on the Company's Website and can be accessed at: https://www.riil.in/pdf/policy-for-appointment-of-directors-and-determining-Directors'-independence.pdf and http://www.riil.in/pdf/remuneration-policy-for-directors-key-managerial-other-empl.pdf
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 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.
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 Chairman 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. A consolidated report on performance evaluation was shared with the Chairman of the Board for his review and giving feedback to each Director.
Auditors and Auditors' Report(i) Statutory Auditors
Chaturvedi & Shah LLP (Registration No.: 101720W/W100355), Chartered Accountants, were appointed as the Auditors of the Company, for a term of 5 (five) consecutive years, at the Annual General Meeting held on September 28, 2022. The Auditors have confirmed that they are not disqualified from continuing as Auditors of the Company.
The Auditors' Report does not contain any qualification, reservation, adverse remark or disclaimer. The Notes to Financial Statement referred to in the Auditors' Report are self-explanatory and do not call for any further comments.
(ii) Cost Auditors
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 2023-24 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 2023-24 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 for the financial year 2023-24. 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.
Disclosures
Meetings of the Board
Five meetings of the Board of Directors were held during the year. The particulars of meetings held and attended by each Director are detailed in the Corporate Governance Report forming part of the Annual Report.
Committees
The composition of the Committees as on March 31, 2024 was as follows:
Audit Committee
The Audit Committee comprised Shri Chandra Raj Mehta (Chairman), Shri Achuthan Siddharth and Smt. Riddhi Bhimani.
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 comprised Shri Chandra Raj Mehta (Chairman), Shri Achuthan Siddharth and Smt. Riddhi Bhimani.
Nomination and Remuneration Committee
The Nomination and Remuneration Committee comprised Shri Chandra Raj Mehta (Chairman), Shri Sandeep H Junnarkar and Smt. Riddhi Bhimani.
Stakeholders Relationship Committee
The Stakeholders Relationship Committee comprised Shri Chandra Raj Mehta (Chairman), Shri Mahesh K. Kamdar, Shri Sandeep H Junnarkar and Shri Achuthan Siddharth.
Risk Management Committee
The Risk Management Committee comprised Shri Dilip V. Dherai (Chairman), Shri Achuthan Siddharth, Smt. Riddhi Bhimani, Shri M. N. Bhagavan and Smt. Sindhu Menon.
Due to change in composition of Board of Directors of the Company, the aforesaid Committees are re-constituted effective April 1,2024 as follows:
• The Audit Committee comprises Smt. Riddhi Bhimani (Chairperson), Shri Achuthan Siddharth and Shri Rahul Dutt.
• The Corporate Social Responsibility Committee comprises Shri Sanjiv Singh (Chairman), Shri Achuthan Siddharth and Smt. Riddhi Bhimani.
• The Nomination and Remuneration Committee comprises Shri Achuthan Siddharth (Chairman), Smt. Riddhi Bhimani and Shri Rahul Dutt.
• The Stakeholders Relationship Committee comprises Shri Mahesh K. Kamdar (Chairman), Shri Sanjiv Singh, Shri Achuthan Siddharth and Shri Rahul Dutt.
• The Risk Management Committee comprises Shri Dilip V. Dherai (Chairman), Shri Sanjiv Singh, Shri Achuthan Siddharth, Smt. Riddhi Bhimani, Smt. Sindhu Menon and Shri Umesh D. Giriyan.
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. An 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 reviews complaints and incidents on a quarterly basis and reports 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 Chairman 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 and 30 to the Standalone Financial Statement.
Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo
The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and 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 minimal energy consumption.
(i) Steps taken to conserve energy
a) Upgraded outdated equipment to energy-efficient models by installing new battery banks, battery chargers and AC distribution panels at Cathodic Protection ("CP") stations for long-term energy savings.
b) Cooling Systems: Implemented Air conditioning (HVAC) systems with programmable thermostats in Control room Building.
c) Regular maintenance of equipment's to ensure optimal performance and efficiency.
d) Upgradation of incoming power feeder of MSEDCL from domestic to express feeder to reduce power failures which further reduces usage of Diesel Generator power.
(ii) Steps taken for utilising alternate sources of energy and Capital investment on energy conservation equipment
The energy requirements are mainly for the Company's pipeline operations which are within the purview of its customer / supplier. The Company has not made any capital investment on energy conservation equipment.
B. Technology absorption
(i) Major efforts made towards technology absorption
a) Installation of online corrosion monitoring system on pipelines for health checking and enhancement of life of the pipeline.
b) Old optical fibre cable has been replaced by new lease lines which are commissioned for data, voice and CCTV network communication and are working effectively.
c) Operational Technology systems like Cybersecurity systems, Alarm Management systems, network management system commissioned to comply with the CoE guidelines and meet the Technology advancement.
d) CCTV camera installation for all the CP stations and Remote Operated Valve ("ROV") stations completed and Network system established for data receipt at JNPT central control room. Further, integration with IT system for centralised security surveillance using Genetec platform in progress.
e) Supervisory Control And Data Acquisition ("SCADA") & Leak Detection System ("LDS") upgraded with Hyper Converged Infrastructure (HCI) Virtualisation technology under obsolescence management.
f) SCADA & LDS control system redundancy established with standby servers installed at Patalganga control centre with upgradation of remote terminal units at functional locations.
(ii) The benefits derived like product improvement, cost reduction, product development or import substitution
Electric Resistance Welded Pipelines are being used in re-routing projects. Selection of alternate quality of pipes for projects helped to save about 20% cost of project materials.
(iii) Information regarding imported technology (Imported during the last three years)
The Company has not imported any technology during the last three years.
(iv) Expenditure incurred on research and development
For early fire detection and emergency response, Company has installed Fire and Gas detection system at each CP stations/ ROV stations along the pipeline and integrated in SCADA system using lease line as a communication network.
C. Foreign Exchange Earnings and Outgo
Foreign Exchange earned in terms of Actual Inflows - Nil
Foreign Exchange outgo in terms of Actual Outflows -USD 4,125.30
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 report on Corporate Governance as stipulated under the Listing Regulations forms part of the Annual Report. Certificate from the Statutory Auditors of the Company confirming compliance with the conditions of Corporate Governance is attached to the report on Corporate Governance.
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 the Annual Report.
Annual Return
The Annual Return of the Company as on March 31, 2024 is available on the Company's website and can be accessed at: http://www.riil.in/pdf/mgt-7-2023-24.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 & 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 Auditors 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 are no proceedings 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.
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