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Directors Report of Reliance Industrial InfraStructure Ltd.

Mar 31, 2016

Dear Members,

The Directors are pleased to present the Twenty-eighth Annual Report and the Company''s audited financial statement for the financial year ended 31st March, 2016.

Financial Results

The Company''s financial performance, for the year ended 31st March, 2016 is summarised below:

(Rs, in Crore)

2015-2016 2014-2015

Profit before Tax 20.53 24.70

Less:

– Current Tax 8.05 4.67

– Deferred Tax (2.88) 5.17 (2.04) 2.63

Profit for the year 15.36 22.07

Add: Balance in Profit and

Loss Account 18.27 18.62

Add: Excess provision of Dividend Distribution tax 0.03 0.00

Sub-Total 33.66 40.69

Less: Appropriation

Adjustment relating to

Fixed Assets 0.00 1.03

Transferred to General Reserve 7.50 15.00

Proposed Dividend on

Equity Shares 5.28 5.28

Tax on Dividend 1.08 1.11

Closing Balance 19.80 18.27

Dividend

Your Directors have recommended a dividend of Rs, 3.50 per equity share (last year Rs, 3.50 per equity share) for the financial year ended 31st March, 2016 amounting to Rs, 6.36 crore (inclusive of tax of Rs, 1.08 crore). The dividend payout is subject to approval of members at the ensuing 28th Annual General Meeting.

The dividend will be paid to members whose names appear in the Register of Members of the Company as on 23rd May, 2016; in respect of shares held in dematerialised form, it will be paid to members whose names are furnished by National Securities Depository Limited and Central Depository Services (India) Limited, as the beneficial owners as on that date.

Consolidated Financial Statement

In accordance with the Companies Act, 2013 (the "Act") and Accounting Standard (AS)-21 on Consolidated Financial Statements read with AS-23 on Accounting for Investments in Associates, the audited consolidated financial statement is provided in the Annual Report.

Subsidiary, Joint Venture and Associate Company

The Company did not have any subsidiary or joint venture during the financial year. The Company has one associate company, Reliance Europe Limited.

A statement containing the salient features of the financial statement of the associate company is given in Annexure-A to the consolidated financial statement.

The audited financial statement including the consolidated financial statement of the Company and all other documents required to be attached thereto may be accessed on the Company''s website, www.riil.in. These documents will also be available for inspection during business hours at the registered office of the Company.

Directors'' Responsibility Statement

Your Directors state that:

a) in the preparation of the annual accounts for the year ended 31st March, 2016, 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 31st March, 2016 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 are 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.

Contracts and Arrangements with Related Parties

There were no contracts / arrangements / transactions with related parties 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.

Your Directors draw attention of the members to Note No. 22 to the financial statement which sets out related party disclosures pursuant to Accounting Standard 18 ("AS-18"). The transactions disclosed therein are in the ordinary course of business and on an arm''s length basis arising out of subsisting contracts with Reliance Industries Limited (RIL), a related party of the Company under AS-18. Approval of the members was obtained for these contracts with RIL at the 27th Annual General Meeting of the Company held on 9th September, 2015.

The Policy on Materiality of Related Party Transactions and on Dealing with Related Party Transactions as approved by the Board may be accessed on the Company''s website at the link: http:// www.riil.in/pdf/materiality_policy.pdf.

Corporate Social Responsibility (CSR)

The Corporate Social Responsibility Committee (CSR Committee) has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, which has been approved by the Board.

The CSR Policy may be accessed on the Company''s website at the link: http://www.riil.in/pdf/csr_policy.pdf.

The key philosophy of the Company''s CSR initiative 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 Rs, 70 lakh (being 2.25% of the average net profits of last three financial years) on CSR activities.

The Annual Report on CSR activities is annexed herewith marked as Annexure I.

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, Whole-time Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible has offered himself for re- appointment.

During the year under review, there was no change in the Key Managerial Personnel of the Company.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Act and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the "Listing Regulations").

The Company has in place a Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors which includes criteria for performance evaluation of the non-executive directors and executive directors.

On the basis of the Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors, feedback was obtained from all the Directors by way of a structured questionnaire for the evaluation of the Board, its Committees and the individual directors covering, inter-alia, various aspects of their performance including composition and skills, board dynamics, understanding of Company''s operations, contribution at meetings and inter-personal skills. The responses received were evaluated by the Board.

The following policies of the Company are annexed herewith marked as Annexure II and Annexure III:

a) Policy for selection of Directors and determining Directors'' independence; and

b) Remuneration Policy for Directors, Key Managerial Personnel and other employees.

Auditors and Auditors'' Report

Statutory Auditors

Messrs Chaturvedi & Shah, Chartered Accountants, Statutory Auditors of the Company, hold office till the conclusion of the ensuing 28th Annual General Meeting and are eligible for re- appointment. They have confirmed their eligibility to the effect that their re-appointment, if made, would be within the prescribed limits under the Act and that they are not disqualified for re- appointment.

The Notes on financial statement referred to in the Auditors'' Report are self-explanatory and do not call for any further comments. The Auditors'' Report does not contain any qualification, reservation, adverse remark or disclaimer.

Cost Auditors

In terms of the Companies (Cost Records and Audit) Rules, 2014 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the Company has maintained cost records in its books of account for financial year 2015-16 in respect of its services of transportation of petroleum products. However, in terms of the said Rules, the requirement of cost audit is not applicable to the Company for the financial year 2015-16 as the turnover of the Company from these services is below the threshold limit prescribed in the said Rules for cost audit.

Secretarial Auditor

The Board has appointed Dr. K. R. Chandratre, Practicing Company Secretary, to conduct Secretarial Audit for the financial year 2015- 16. The Secretarial Audit Report for the financial year ended 31st March, 2016 is annexed herewith marked as Annexure IV to this Report. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

Disclosures:

Corporate Social Responsibility Committee

The Corporate Social Responsibility Committee comprises Shri Mahesh K. Kamdar (Chairman), Shri Chandra Raj Mehta, Shri Sandeep H. Junnarkar and Shri S. C. Malhotra as other members. Two meetings of the Committee were held during the year. For further details, please refer the Corporate Governance Report forming part of the Annual Report.

Audit Committee

The Audit Committee comprises Shri Chandra Raj Mehta (Chairman), Shri Sandeep H. Junnarkar and Smt. Bhama Krishnamurthy as Independent Directors and Shri S. C. Malhotra as Non-Executive Non-Independent Director. Four meetings of the Committee were held during the year. For further details, please refer the Corporate Governance Report forming part of the Annual Report.

All the recommendations made by the Audit Committee were accepted by the Board.

Vigil Mechanism

The Vigil Mechanism of the Company, which also incorporates a whistle blower policy in terms of the Listing Regulations, includes an Ethics & Compliance Task Force comprising senior executives of the Company. Protected disclosures can be made by a whistle blower through an e-mail or a letter to the Task Force or to the Chairman of the Audit Committee. The Vigil Mechanism and Whistle Blower Policy may be accessed on the Company''s website at the link: http://www.riil.in/pdf/whistleblower_policy.pdf.

Meetings of the Board

Four meetings of the Board of Directors were held during the year. For further details, please refer the Corporate Governance Report forming part of the Annual Report.

Energy Conservation, 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 and the Companies (Accounts) Rules, 2014 are as under:

A. Conservation of Energy:

(i) Energy Conservation measures taken:

a. Upgradation of anode beds for reducing power requirement of CP system.

b. Installation of additional Diode stations for reduced power consumption in CP system.

c. Installation of LED lights to reduce power consumption.

(ii) Steps taken by the Company 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.

B. Technology absorption:

(i) Major efforts made towards technology absorption:

a. Conversion of Gas Operated Sectionalising valves to motor operated by installing smart actuators for better reliability.

b. Installation of online corrosion monitoring system on pipelines.

(ii) Information regarding imported technology (Imported during the last three years):

The Company has not imported any technology during the last three years.

(iii) Expenditure incurred on research and development: Nil

C. Foreign Exchange Earnings and Outgo:

Foreign Exchange earned in terms of

Actual Inflows - Nil

Foreign Exchange outgo in terms of

Actual Outflows - Rs, 13.87 lakh

Corporate Governance

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by the Securities and Exchange Board of India (SEBI). The report on Corporate Governance as stipulated under the Listing Regulations forms an integral part of the Annual Report. The requisite Certificate from the Auditors of the Company confirming compliance with the conditions of corporate governance is annexed to this Report as Annexure V.

Extract of Annual Return

Extract of Annual Return of the Company is annexed herewith as Annexure VI to this Report.

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 and other particulars of the employees drawing remuneration in excess of the limits set out in the said Rules is annexed to this Report.

Disclosures pertaining 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 are provided in the Annual Report.

Having regard to the provisions of the first 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. The said information is available for inspection at the registered office of the Company during business hours and any member interested in obtaining such information may write to the Company Secretary and the same will be furnished on request.

General

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items 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) to the employees of the Company under any scheme.

4. There are no loans given, investments made, guarantees given or securities provided in terms of Section 186 of the Act, during the year under review. Please refer to notes in the financial statement for disclosures in this regard.

5. The Company has no holding company or subsidiary company, hence the provisions of Section 197(14) 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.

6. 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.

7. No fraud has been reported by the Auditors to the Audit Committee or the Board.

8. The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Acknowledgement

Your Directors would like to express their grateful appreciation for the assistance and co-operation received from the Government, banks, other business constituents and members during the year under review.

Your Directors also wish to place on record their deep sense of appreciation for the committed services of the employees of the Company at all levels.

For and on behalf of the Board of Directors

Mahesh K. Kamdar

Chairman

Mumbai,

12th April, 2016


Mar 31, 2015

Dear Members,

The Directors are pleased to present the Twenty-seventh Annual Report and the Company's audited financial statement for the financial year ended 31st March, 2015.

Financial Results

The Company's financial performance, for the year ended 31st March, 2015 is summarised below:

(Rs. in Crore)

2014-2015 2013-2014

Profit before Tax 24.70 33.60

Less:

- Current Tax 4.67 6.34

- Deferred Tax (2.04) 2.63 3.12 9.46

Profit for the year 22.07 24.14

Add : Balance in Profit and Loss Account 18.62 10.66

Sub Total 40.69 34.80

Less: Appropriation:

Adjustment relating to

Fixed Assets 1.03 0.00

Transferred to General Reserve 15.00 10.00

Proposed Dividend on Equity Shares 5.28 5.28

Tax on Dividend 1.11 0.90

Closing Balance 18.27 18.62

Dividend

Your Directors have recommended a dividend of Rs. 3.50 per equity share (last year Rs. 3.50 per equity share) for the financial year ended 31st March, 2015 amounting to Rs. 6.39 crore (inclusive of tax of Rs. 1.11 crore). The dividend payout is subject to approval of members at the ensuing Annual General Meeting.

The dividend will be paid to members whose names appear in the Register of Members of the Company as on 27th May, 2015; in respect of shares held in dematerialised form, it will be paid to members whose names are furnished by National Securities Depository Limited and Central Depository Services (India) Limited, as the beneficial owners as on that date.

Management's Discussion and Analysis Report

Results of Operations and the State of Company's Affairs:

During the year, the Company achieved total revenue of Rs. 99.94 crore, an increase of 8.7% as compared to Rs. 91.95 crore achieved in the previous year. This increase was primarily on account of increase in income from product transportation through pipeline and increase in other income.

Income from product transportation services increased by 25.9% from Rs. 19.53 crore to Rs. 24.60 crore on a year on year basis. This increase was due to full year impact of new contract to facilitate petroleum product transportation through the Company's 3.5 kms' inter-connectivity pipelines at Hazira in Gujarat.

Income from operating construction machineries/equipments on hire decreased marginally to Rs. 33.97 crore while income from other support services increased marginally to Rs. 31.52 crore.

Net profit during the year was Rs. 22.07 crore, reflecting a decline of 8.6% from Rs. 24.14 crore on a year on year basis. This decline was on account of increase in operating and other expenses.

The Company continues its core business of providing infrastructure support services, namely, transportation of petroleum products and water through pipelines, operating construction machineries/equipments on hire and other support services to Reliance Industries Group with a substantial portion provided to Reliance Industries Limited.

No material changes and commitments have occurred after the close of the year till the date of this Report, which affect the financial position of the Company.

Resources and Liquidity

The Company's net worth as on 31st March, 2015 stood at Rs. 264.30 crore, with accumulated reserves and surplus of Rs. 249.20 crore. The Company continues to maintain its conservative financial profile and funds its requirements largely through internal cash generation.

Industry Structure, Developments, Opportunities and Outlook Recognising the fact that inadequate infrastructure is a major constraint for economic growth, the Government is keeping its focus on infrastructure development by providing incentives to restart the investment cycle in the direction of infrastructure through sharp increase in outlays in the transportation and energy sectors, plans to revitalize the PPP models by reducing risks faced by the private sector and creating a National Investment and Infrastructure Fund besides other initiatives in this direction. These initiatives are expected to put the country back on its high growth path which augurs well for the infrastructure sector.

The Company will continue to keep its focus in the infrastructure sector.

Challenges, Risks and Concerns

Some of the challenges for accelerated development of infrastructure in India are constraints of financial resources, land acquisition issues, skilled manpower and efficient pricing of infrastructure. In this regard, Government policies that could lead to streamlining of procedures and protection of interests of stakeholders would be critical for infrastructure development.

As a part of the overall risk management strategy, the Company consistently insures its assets and generally follows a conservative financial profile by following prudent business practices.

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 audits conducted of all its functions and activities to ensure that systems and procedures are followed across all areas.

The Audit Committee of Directors of the Company regularly reviews the adequacy of internal control system through such audits. The Internal Auditor reports directly to the Audit Committee.

The Company also has a budgetary control system to monitor expenditures against approved budgets on an ongoing basis.

Internal Financial Controls

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation were observed.

Risk Management

This section provides an overview of the Company's approach to risk management.

The Company has in place a Risk Management Policy which was reviewed by the Audit Committee and approved by the Board of Directors of the Company. The Policy provides for a robust risk management framework to identify and assess risks such as operational, strategic, financial, security, property, regulatory, reputational and other risks and that there is an adequate risk management infrastructure in place capable of addressing these risks. Further, a risk assessment group has been constituted by the Board of Directors of the Company, comprising of functional executives/experts to identify, monitor and report on the potential risks associated with the Company's business and periodically keeps the Audit Committee and 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 of the Company and measures in place to mitigate them:

Operational Risk: Disruptions in operating the Company's pipelines and equipments may arise due to natural calamities, equipment failures or other unexpected interruptions. The Company consistently works towards monitoring the health of the pipelines and 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 or bodily damage and adversely impact surrounding communities and environment which may result in litigations and disruption to operations. The Company has structured inspections of its operating facilities for identifying and mapping operational hazards, investigating root cause analysis and to eliminate occurrence by developing mitigation plans.

Further, there is a comprehensive insurance plan in place to mitigate the above risks.

Human Resource Development

The Company has a team of able and experienced professionals. The Company believes that the quality of its employees is the key to its success in the long run. The Company continues to have cordial relations with its employees. The Company employs 112 persons and provides personal development opportunities and all round exposure to them.

Directors' Responsibility Statement Your Directors state that:

a) in the preparation of the annual accounts for the year ended 31st March, 2015, the applicable accounting standards read with requirements set out under Schedule III to the Companies Act, 2013 (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 31st March, 2015 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 are 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.

Contracts and Arrangements with Related Parties

There were no contracts /arrangements /transactions with related parties which are 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.

Your Directors draw attention of the members to Note No. 22 to the financial statement which sets out related party disclosures pursuant to Accounting Standard 18 ("AS-18"). The transactions disclosed therein are in the ordinary course of business and on an arm's length basis arising out of contracts with Reliance Industries Limited, a related party of the Company under AS-18. Clause 49 of the Listing Agreement, inter-alia, provides that all existing material related party contracts or arrangements with related parties as defined under AS-18 which are likely to continue beyond 31st March, 2015 shall be placed for approval of the members. Consequent thereto, the Board commends the Special Resolution for approval by the members as set out under Item No. 6 of the Notice forming part of the Annual Report.

The Policy on Materiality of Related Party Transactions and on Dealing with Related Party Transactions as approved by the Board may be accessed on the Company's website at the link: http:// www.riil.in/pdf/materiality_policy.pdf.

Corporate Social Responsibility (CSR)

The Corporate Social Responsibility Committee (CSR Committee) has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, which has been approved by the Board.

The CSR Policy may be accessed on the Company's website at the link: http://www.riil.in/pdf/csr_policy.pdf.

The key philosophy of the Company's CSR initiative is to promote development through social and economic transformation.

The Company has, inter-cilia, 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;

Preserve and promote art, culture and heritage;

Environmental sustainability and ecological balance;

Any other activity falling within the scope of Schedule VII to the Companies Act, 2013.

During the year, the Company has spent Rs. 70 lakh (being 2.10% of the average net profits of last three financial years) on CSR activities.

The Annual Report on CSR activities is annexed herewith marked as Annexure I.

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 and being eligible has offered himself for re-appointment.

Pursuant to the provisions of Section 161(1) of the Act and the Articles of Association of the Company, Smt. Bhama Krishnamurthy was appointed as an Additional Director designated as an Independent Director with effect from 26th March, 2015 and she shall hold office up to the date of the ensuing Annual General Meeting. The Company has received requisite notice in writing from a member proposing the candidature of Smt. Krishnamurthy for appointment as an Independent Director, not liable to retire by rotation.

During the year under review, the members approved the appointments of Shri C. R. Mehta and Shri S. H. Junnarkar as Independent Directors who are not liable to retire by rotation. The members have also re-appointed Shri D.V. Dherai as a whole-time director designated as executive director.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Act and Clause 49 of the Listing Agreement with the Stock Exchanges.

The Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other individual

Directors which includes criteria for performance evaluation of the non-executive directors and executive directors.

After evaluating the practices prevalent in the industry and on the basis of the Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors, feedback was obtained from al I the Directors byway of a structured questionnaire for the evaluation of the Board, its Committees and the individual directors covering, inter-alia, various aspects of their performance including composition, roles and responsibilities, processes and best practices in corporate governance. The responses received were discussed and evaluated by the Board.

The details of programmes for familiarisation of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are put up on the website of the Company at the link: http://www.riiLin/pdf/FamiliarisationProgIndependentDirectors.pdf.

The following policies of the Company are annexed herewith marked as Annexure II and Annexure III:

a) Policy for selection of Directors and determining Directors independence; and

b) Remuneration Policy for Directors, Key Managerial Personnel and other employees.

During the year under review, Shri Tapas Mitra was appointed as the Chief Financial Officer of the Company with effect from 16th April, 2014 and Shri K. Sridhar was appointed as the Company Secretary and Compliance Officer of the Company with effect from 1st October, 2014 in place of Shri N. Shanker who superannuated from the services of the Company with effect from 1st October, 2014.

Auditors and Auditors' Report

Statutory Auditors

Messrs Chaturvedi & Shah, Chartered Accountants, Statutory Auditors of the Company, hold office till the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. They have confirmed their eligibility to the effect that their re-appointment, if made, would be within the prescribed limits under the Act and that they are not disqualified for re-appointment.

The Notes on financial statement referred to in the Auditors' Report are self-explanatory and do not call for any further comments. The Auditors' Report does not contain any qualification, reservation or adverse remark.

Cost Auditors

In terms of the Companies (Cost Records and Audit) Rules, 2014 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the Company has maintained cost records in its books of account for financial year 2014-15 in respect of its services of transportation of petroleum products. However, in terms of the said Rules, the requirement of cost audit is not applicable to the Company for the financial year 2014-15 as the turnover of the Company from these services is below the threshold limit prescribed in the said Rules for cost audit.

Secretarial Auditor

The Board has appointed Dr. K. R. Chandratre, Practicing Company Secretary, to conduct Secretarial Audit for the financial year 2014-15. The Secretarial Audit Report for the financial year ended 31st March, 2015 is annexed herewith marked as Annexure IV to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Disclosures: CSR Committee

The CSR Committee comprises Shri M. K. Kamdar (Chairman), Shri

C. R. Mehta, Shri S. H. Junnarkar and Shri S. C. Malhotra as other members.

Audit Committee

The Audit Committee comprises Shri C. R. Mehta (Chairman), Shri S. H. Junnarkar and Smt. B. Krishnamurthy as Independent Directors and Shri S. C. Malhotra as Non-Independent Non-Executive Director.

All the recommendations made by the Audit Committee were accepted by the Board.

Vigil Mechanism

The Vigil Mechanism of the Company, which also incorporates a whistle blower policy in terms of the Listing Agreement, includes an Ethics & Compliance Task Force comprising senior executives of the Company. Protected disclosures can be made by a whistle blower through an e-mail or a letter to the Task Force or to the Chairman of the Audit Committee. The Vigil Mechanism and Whistle Blower Policy may be accessed on the Company's website at the link: http//www.riil.in/pdf/whistleblower_policy.pdf.

Meetings of the Board

Seven meetings of the Board of Directors were held during the year. For further details please refer report on Corporate Governance on page no. 15 of the Annual Report.

Particulars of Loans given, Investments made, Guarantees given and Securities provided

There are no loans given, investments made, guarantees given or securities provided in terms of Section 186 of the Act. Please refer to notes in the financial statement for disclosures in this regard.

Energy Conservation, 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 and the Companies (Accounts) Rules, 2014 are as under:

A. Conservation of Energy:

Energy Conservation measures taken:

a. Reduced power consumption in Cathodic Protection system by replacing 3 Phase Battery Charger units with Single Phase units.

b. Reduced consumption of energy by switching Transformer- Rectifier units from manual mode to auto mode.

B. Technology absorption:

a. Implementation of GPS based guard tracking system for efficient monitoring/surveillance along the petroleum pipeline Right of Way.

b. GSM based data loggers for monitoring Pipe to Soil potential at remote locations.

Corporate Governance

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. The report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms an integral part of the Annual Report. The requisite Certificate from the Auditors of the Company confirming compliance with the conditions of corporate governance as stipulated under the aforesaid Clause 49 is annexed to this Report as Annexure V.

Extract of Annual Return

Extract of Annual Return of the Company is annexed herewith as Annexure VI to this Report.

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 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 pertaining 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 are provided in the Annual Report.

Having regard to the provisions of the first 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. The said information is available for inspection at the registered office of the Company during working hours and any member interested in obtaining such information may write to the Company Secretary a nd the same will be furnished on request. The full Annual Report including the aforesaid information is being sent electronically to all those members who have registered their e-mail addresses and is also available on the Company's website.

General

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items 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) 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) 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. As the Company did not have any subsidiary during the year, the reporting requirements under Rules 6, 8(1) and 8(5) (iv) of the Companies (Accounts) Rules, 2014 are not applicable to the Company.

6. 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.

Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal), Act, 2013.

Acknowledgement

Your Directors would like to express their grateful appreciation for the assistance and co-operation received from the Government, banks, other business constituents and members during the year under review.

Your Directors also wish to place on record their deep sense of appreciation for the committed services of the employees of the Company at all levels.

For and on behalf of the Board of Directors

M. K. Kamdar Chairman

Mumbai,

16th June, 2015


Mar 31, 2014

Dear Members,

The Directors are pleased to present the 26th Annual Report and the Company''s audited accounts for the financial year ended 31st March, 2014.

Financial Results

The Company''s financial performance, for the year ended 31st March, 2014 is summarised below:

( Rs. in Crore) 2013-2014 2012-2013

Profit before Tax 33.60 35.39

Less:

– Current Tax 6.34 7.10

– Deferred Tax 3.12 9.46 3.91 11.01

Profit for the year 24.14 24.38

Add : Balance in Profit and Loss Account 10.66 12.91

34.80 37.29

Less: Appropriations:

Transferred to General

Reserve 10.00 20.00

Proposed Dividend on

Equity Shares 5.28 5.66

Tax on Dividend 0.90 0.97

Closing Balance 18.62 10.66



Dividend

Your Directors have recommended a dividend of Rs. 3.50 per equity share (last year Rs. 3.75 per equity share including a special dividend of Rs. 0.25 per equity share to mark the 25th year of the Company) for the financial year ended 31st March, 2014, amounting to Rs. 6.18 crore (inclusive of tax of Rs. 0.90 crore). The dividend payout is subject to approval of members at the ensuing Annual General Meeting.

The dividend will be paid to members whose names appear in the Register of Members as on 27th May, 2014; in respect of shares held in dematerialised form, it will be paid to members whose names are furnished by National Securities Depository Limited and Central Depository Services (India) Limited as beneficial owners as on that date.

Management''s Discussion and Analysis Report

Financial and Operational Review

The Company''s revenue from operations for the year increased by 5.7% to Rs. 84.83 crore for the financial year 2013-14, as compared to Rs. 80.27 crore in the previous year.

The Company continued its focus on core business activity in the infrastructure sector. The key revenue streams for the Company include deployment of construction equipment, product transportation through pipelines and other infrastructure support services.

The Company''s net profit for the year was marginally lower at Rs. 24.14 crore as compared to Rs. 24.38 crore in the previous year.

Earnings per share was Rs. 15.99 as compared to Rs. 16.15 in the previous year.

Resources and Liquidity

The Company''s net worth as on 31st March, 2014 stood at Rs. 249.65 crore, with accumulated reserves and surplus of Rs. 234.55 crore. The Company continues to maintain its conservative financial profile and funds its requirements largely through internal cash generation.

Industry Developments

Inadequate infrastructure has been recognised as a major constraint for economic growth in India. Therefore, Government Plans have emphasized the need for increased investment in infrastructure. Substantial progress has been made in this respect. This planned investment, if realized, can propel the country''s economic growth to a higher trajectory.

Sector Opportunities

Given the rising demand anticipated in the Twelfth Plan period, the infrastructure sector requires attention, particularly in the energy and transport sectors. The renewed thrust by the Government on reviving economic growth also augurs well for the sector.

Outlook

The Company will continue to keep its focus in the infrastructure sector. The Company''s operations are likely to benefit from revival in the economic environment.

Challenges, Risks and Concerns

There are several impediments for accelerated development of infrastructure in India. Key issues are financing, want of regulatory clarity, land acquisition and efficient pricing of infrastructure.

Government policies that could lead to streamlining of procedures and protection of interests of stakeholders would be critical for infrastructure development which would accelerate economic growth.

As a part of the overall risk management strategy, the Company consistently insures its assets and generally follows a conservative financial profile by following prudent business practices.

Internal Controls

The Company has a proper and adequate internal control system commensurate with its nature of business and 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 also has a budgetary control system to monitor expenditures against approved budgets on an ongoing basis.

The Audit Committee of the Board of Directors regularly reviews the adequacy of internal control system.

Human Resource Development

The Company has a team of able and experienced professionals. The Company believes that the quality of its employees is the key to its success in the long run. The Company continues to have cordial relations with its employees. It employs 108 persons and provides personal development opportunities and all round exposure to them.

Corporate Social Responsibility Committee

During the year, your directors have constituted the Corporate Social Responsibility Committee (CSR Committee) comprising Shri Mahesh K. Kamdar as the Chairman and Shri C. R. Mehta, Shri Sandeep H. Junnarkar and Shri S. C. Malhotra as other members.

The said Committee has been entrusted with the responsibility of formulating and recommending to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, monitoring the implementation of the framework of the CSR Policy and recommending the amount to be spent on CSR activities.

Directors

In terms of the Articles of Association of the Company, Shri S. C. Malhotra, Director of the Company, retires by rotation and being eligible, offers himself for re-appointment at the ensuing Annual General Meeting.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges.

Directors'' Responsibility Statement

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, it is hereby confirmed that:

i. in the preparation of the annual accounts for the year ended 31st March, 2014, the applicable accounting standards read with requirements set out under Schedule VI to the Companies Act, 1956, have been followed and there are no material departures from the same;

ii. 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 31st March, 2014 and of the profit of the Company for the year ended on that date;

iii. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

iv. the Directors have prepared the annual accounts of the Company on a "going concern" basis.

Auditors and Auditors'' Report

Messrs Chaturvedi & Shah, Chartered Accountants, Statutory Auditors of the Company, hold once till the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

The Company has received a letter from them to the efect that their re-appointment, if made, would be within the limits prescribed under Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified for re-appointment.

The Notes on Financial Statements referred to in the Auditors'' Report are self-explanatory and do not call for any further comments.

Cost Auditor

The Company has appointed Messrs V. Kumar & Associates, Cost Accountants, to conduct audit of its cost accounting records relating to its activity of transporting petroleum products through its pipelines for the financial year 2013-14.

Secretarial Audit Report

As a measure of good corporate governance practice, the Board of Directors of the Company appointed Dr. K. R. Chandratre, Practising Company Secretary, to conduct the Secretarial Audit. The Secretarial Audit Report for the financial year ended 31st March, 2014, is provided in the Annual Report.

The Secretarial Audit Report confirms that the Company has complied with all the applicable provisions of the Companies Act, 1956, the 98 sections of the Companies Act, 2013 notified vide Ministry of Corporate Affairs Gazette Notification No. S.O. 2754(E) dated 12th September, 2013, the Securities Contracts (Regulation) Act, 1956, Depositories Act, 1996, the Foreign Exchange Management Act, 1999 to the extent applicable to Overseas Direct Investment (ODI), all the Regulations and Guidelines of SEBI as applicable to the Company, including the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers)

Regulations, 2011, the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992, the Equity Listing Agreements with the Stock Exchanges and the Memorandum and Articles of Association of the Company.

Particulars of Employees

In terms of the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, the name and other particulars of the employee are set out in the annexure to the Directors'' Report. Having regard to the provisions of Section 219(1)(b)(iv) of the said Act, the Annual Report excluding the aforesaid information is being sent to the members of the Company. Any member interested in obtaining such particulars may write to the Company Secretary of the Company.

Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo

The particulars relating to energy conservation, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are as under :

i. Part A and B of the Rules, pertaining to Conservation of Energy and Technology Absorption, are not applicable to the Company.

ii. Foreign Exchange Earnings and Outgo:

Earnings - Nil

Outgo - Rs. 1175.64 lakh

Transfer of amounts to Investor Education and Protection Fund

Pursuant to the provisions of Sections 205A(5) and 205C of the Companies Act, 1956, relevant amounts which remained unpaid or unclaimed for a period of seven years have been transferred by the Company, from time to time on due dates, to the Investor Education and Protection Fund.

Pursuant to the provisions of Investor Education and Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, the Company has uploaded the details of unpaid and unclaimed amounts lying with the Company as on 28th June, 2013 (date of last Annual General Meeting) on the Company''s website (www.riil.in), as also on the Ministry of Corporate Affairs'' website.

Corporate Governance

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI.

The Report on corporate governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report.

The requisite certificate from the Auditors of the Company confirming compliance with the conditions of corporate governance as stipulated under the aforesaid Clause 49, is attached to the Report on corporate governance.

Acknowledgement

Your Directors would like to express their grateful appreciation for the assistance and co-operation received from the Government, banks, other business constituents and members during the year under review.

Your Directors also wish to place on record their deep sense of appreciation for the committed services of the employees of the Company at all levels.



For and on behalf of the Board of Directors



Mahesh K. Kamdar

Chairman



Mumbai,

16th April, 2014


Mar 31, 2013

Dear Shareholders, The Directors are pleased to present the 25th Annual Report and the audited accounts for the financial year ended 31st March, 2013. Financial Results The financial performance of the Company, for the year ended 31st March, 2013 is summarized below: (Rs. in Crore) 2012-2013 2011-2012 Profit Before Tax 35.39 31.54 Less: Current Tax 7.10 6.29 Deferred Tax 3.91 11.01 1.64 7.93 Profit for the year 24.38 23.61 Add : Balance in Profit and Loss Account 12.91 15.44 37.29 39.05 Appropriations : General Reserve 20.00 20.00 Dividend on Equity Shares 5.66 5.28 Tax on Dividend 0.97 0.86 Closing Balance 10.66 12.91 Dividend Your Directors have recommended a dividend of Rs. 3.50 per Equity Share (last year Rs. 3.50 per share) for the financial year ended 31st March, 2013. Additonally, your Directors have recommended a Special Dividend of Re. 0.25 per Equity Share to mark the 25th year of the Company. The total dividend outgo aggregates to Rs. 6.63 crore (inclusive of tax of Rs. 0.97 crore). The dividend will be paid to those members whose names appear in the Register of Members as on 21st May, 2013; in respect of shares held in dematerialised form, it will be paid to members whose names are furnished by National Securities Depository Limited and Central Depository Services (India) Limited as the beneficial owners as on that date. Directors Shri C. R. Mehta and Shri Sandeep H. Junnarkar, Directors of the Company, retire by rotation and being eligible, offer themselves for re-appointment at the ensuing 25th Annual General Meeting. Directors' Responsibility Statement Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors' Responsibility Statement, it is hereby confirmed that: i. in the preparation of the annual accounts for the year ended 31st March, 2013, the applicable accounting standards read with requirements set out under Schedule VI to the Companies Act, 1956, have been followed and there are no material departures from the same; ii. 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 31st March, 2013 and of the profit of the Company for the year ended on that date; iii. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and iv. the Directors have prepared the annual accounts of the Company on a "going concern" basis. Auditors and Auditors' Report Messrs Chaturvedi & Shah, Chartered Accountants, Statutory Auditors of the Company hold office until the conclusion of the ensuing 25th Annual General Meeting and are eligible for re-appointment. The Company has received a letter from them to the effect that their re-appointment, if made, would be within the limits prescribed under Section 224(1B) of the Companies Act, 1956 and that they are not disqualified for re-appointment within the meaning of Section 226 of the said Act. The Notes on Financial Statements referred to in the Auditors' Report are self-explanatory and do not call for any further comments. Cost Auditors The Company has appointed Messrs V. Kumar & Associates, Cost Accountants, to conduct audit of its cost accounting records relating to its activity of transporting petroleum products through its pipelines for the financial year 2012-13. Secretarial Audit Report As a measure of good corporate governance practice, the Board of Directors of the Company appointed Dr. K. R. Chandratre, Practicing Company Secretary, to conduct the secretarial audit. The Secretarial Audit Report for the financial year ended 31st March, 2013, is provided in the Annual Report. The Secretarial Audit Report confirms that the Company has complied with all the applicable provisions of the Companies Act, 1956, the Securities Contracts (Regulation) Act, 1956, Depositories Act, 1996, the Foreign Exchange Management Act, 1999 to the extent applicable to Overseas Direct Investment (ODI) and Foreign Direct Investment (FDI) and all the Regulations and Guidelines of SEBI as applicable to the Company, including the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992, the Equity Listing Agreements with the Stock Exchanges and the Memorandum and Articles of Association of the Company. Particulars of Employees The Company has not paid any remuneration attracting the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended. Hence, no information is required to be appended to this report in this regard. Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo The particulars relating to energy conservation, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are as under: i. Part A and B of the Rules, pertaining to Conservation of Energy and Technology Absorption, are not applicable to the Company. ii. Foreign Exchange Earnings and Outgo: Earnings - Nil Outgo - Rs. 20.45 crore Transfer of amounts to Investor Education and Protection Fund Pursuant to the provisions of Sections 205A(5) and 205C of the Companies Act, 1956, the relevant amounts which remained unpaid or unclaimed for a period of 7 years have been transferred by the Company to the Investor Education and Protection Fund. Pursuant to the provisions of Investor Education and Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, the Company has uploaded the details of unpaid and unclaimed amounts lying with the Company as on 5th July, 2012 (date of last Annual General Meeting) on the website of the Company (www.riil.in), as also on the website of the Ministry of Corporate Affairs, Government of India. Corporate Governance The Company is committed to maintain the highest standards of Corporate Governance and to adhere to the Corporate Governance requirements set out by SEBI. The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report. The requisite Certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49 is annexed to this Report. Acknowledgement Your Directors would like to express their grateful appreciation for the assistance and co-operation received from the Government, banks, other business constituents and members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services of the employees of the Company at all levels. For and on behalf of the Board of Directors Mahesh K. Kamdar Chairman Mumbai, 10th April, 2013


Mar 31, 2012

The Directors are pleased to present the 24th Annual Report and the audited accounts for the financial year ended 31st March, 2012.

Financial Results

The financial performance of the Company, for the year ended 31st March, 2012 is summarized below:

(Rs. in Crore)

2011-2012 2010-2011

Profit before Depreciation and Tax 37.87 31.02

Less : Depreciation 6.76 6.25

Less: Transfer from Revaluation

Reserve 0.43 6.33 0.54 5.71

Profit before Tax 31.54 25.31

Less : Provision for Taxation

- Current Tax 6.29 5.74

- Deferred Tax 1.64 7.93 (2.81) 2.93

Profit after Tax 23.61 22.38

Add : Balance in Profit and Loss Account 15.44 19.20

Amount Available for Appropriation 39.05 41.58

Appropriations :

General Reserve 20.00 20.00

Dividend on Equity Shares 5.28 5.28

Tax on Dividend 0.86 0.86

Closing Balance 12.91 15.44

Dividend

Your Directors have recommended a dividend of Rs. 3.50 per Equity Share (last year Rs. 3.50 per Equity Share) for the financial year ended 31st March, 2012, amounting to Rs. 6.14 crore (inclusive of tax of Rs. 0.86 crore). The dividend will be paid to members whose names appear in the Register of Members as on 29th May, 2012; in respect of shares held in dematerialised form, it will be paid to members whose names are furnished by National Securities Depository Limited and Central Depository Services (India) Limited as beneficial owners as on that date.

Management Discussion and Analysis Financial and Operational Review

The Company has earned a gross income of Rs. 70.25 crore for the financial year 2011-12, as compared to Rs. 70.60 crore in the previous year.

The profit before depreciation and tax for the year increased by 22% to Rs. 37.87 crore as against Rs. 31.02 crore in the previous year. The Company's net profit for the year was marginally higher at Rs. 23.61 crore as compared to Rs. 22.38 crore in the previous year. Depreciation during the year was at Rs. 6.33 crore as compared to Rs. 5.71 crore in the previous year.

Return on Equity was maintained at 12.0%, same as previous year and Return on Capital Employed was at 16.7% as compared to 14.7% in the previous year.

Earnings per share was Rs. 15.64 as compared to Rs. 14.82 in the previous year.

Resources and Liquidity

The Company's net worth as on 31st March, 2012 stood at Rs. 214.55 crore, with paid-up capital of Rs. 15.10 crore and accumulated reserves and surplus of Rs. 199.45 crore as compared to net worth of Rs. 197.51 crore, with paid-up capital of Rs. 15.10 crore and accumulated reserves and surplus of Rs. 182.41 crore as on 31st March, 2011.

Industry Structure and Developments

The infrastructure sector mainly consists of assets and services such as urban infrastructure, road transport, ports, airport and other utilities. India remains a front runner in economic growth. The Indian economy is expected to gain ground and the GDP growth rate is estimated at 7-8% in 2012-13. India has huge potential to surge ahead provided focused policy measures are taken which can enable infrastructure growth and development together.

Opportunities

India is still in a transitory stage of development of its infrastructure. Continuing its focus on infrastructure development, the Government has proposed measures through its Union Budget 2012-13 which are expected to maintain the growth momentum in the economy and help it continue along its path of growth in the medium term. Outlook

The Company will continue to keep its focus in the infrastructure sector and is confident of maintaining its growth rate.

Challenges, Risks and Concerns

The role of private participation needs to expand significantly to address the deficit in the infrastructure sector. The Company faces normal business challenges and adopts suitable strategies to counter these challenges.

As a part of the overall risk management strategy, the Company consistently insures its assets and generally follows a conservative financial profile by following prudent business practices.

Internal Controls

The Company has a proper and adequate internal control system commensurate with its nature of business and 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 also has a budgetary control system to monitor expenditures against approved budgets on an ongoing basis.

The Audit Committee of the Board of Directors regularly reviews the adequacy of internal control system.

Human Resource Development

The Company has a team of able and experienced professionals. The Company believes that the quality of its employees is the key to its success in the long run. The Company continues to have cordial relations with its employees. It employs 119 persons and provides personal development opportunities and all round exposure to them.

Directors

Shri Mahesh K. Kamdar, Director of the Company, retires by rotation and being eligible, offers himself for re-appointment at the ensuing Annual General Meeting.

Directors' Responsibility Statement

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors' Responsibility Statement, it is hereby confirmed that :

i. in the preparation of the annual accounts for the year ended 31st March, 2012, the applicable accounting standards read with requirements set out under Schedule VI to the Companies Act, 1956, have been followed and there are no material departures from the same;

ii. 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 31st March, 2012 and of the profit of the Company for the year ended on that date;

iii. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

iv. the Directors have prepared the annual accounts on a "going concern" basis.

Auditors and Auditors' Report

Messrs Chaturvedi & Shah, Chartered Accountants, Statutory Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

The Company has received a letter from them to the effect that their re-appointment, if made, would be within the limits prescribed under Section 224(1B) of the Companies Act, 1956 and that they are not disqualified for such re-appointment within the meaning of Section 226 of the said Act.

The Notes on Financial Statements referred to in the Auditors' Report are self-explanatory and do not call for any further comments.

Cost Auditors

The Central Government has approved the appointment of Messrs V. Kumar & Associates, Cost Accountants, to conduct audit of its cost accounting records relating to the business of transporting petroleum products through the Company's pipeline for the financial year 2011-12.

Secretarial Audit Report

As a measure of good corporate governance practice, the Board of Directors of the Company appointed Dr. K. R. Chandratre, Practicing Company Secretary, to conduct Secretarial Audit. The Secretarial Audit Report for the financial year ended 31st March, 2012, is provided in the Annual Report.

The Secretarial Audit Report confirms that the Company has complied with all the applicable provisions of the Companies Act, 1956, the Securities Contracts (Regulation) Act, 1956, Depositories Act, 1996, the Foreign Exchange Management Act, 1999 to the extent applicable to Overseas Direct Investment (ODI) and Foreign Direct Investment (FDI) and all the Regulations and Guidelines of SEBI as applicable to the Company, including the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992 and the Equity Listing Agreements with the Stock Exchanges.

Particulars of Employees

The Company has not paid any remuneration attracting the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended. Hence, no information is required to be appended to this Report in this regard.

Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo

The particulars relating to energy conservation, technology absorption and foreign exchange earnings and outgo, as required to be disclosed under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are as under :

i. Part A and B of the Rules, pertaining to Conservation of Energy and Technology Absorption, are not applicable to the Company.

ii. Foreign Exchange Earnings and Outgo :

Earnings - Nil

Outgo - Rs. 40.58 crore

Transfer of amounts to Investor Education and Protection Fund

Pursuant to the provisions of Section 205A(5) of the Companies Act, 1956, the relevant amounts which remained unpaid or unclaimed for a period of 7 years have been transferred by the Company to the Investor Education and Protection Fund.

Corporate Governance

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI.

The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report.

The requisite Certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49, is annexed to this Report.

Acknowledgement

Your Directors would like to express their grateful appreciation for assistance and co-operation received from the Government, Banks, other business constituents and Members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services of the employees of the Company.

For and on behalf of the Board of Directors

Mahesh K. Kamdar

Chairman

Mumbai,

14th April, 2012


Mar 31, 2011

The Directors are pleased to present the 23rd Annual Report and the audited accounts for the financial year ended 31st March, 2011.

Financial Result

(Rs. in Crore) 2010-2011 2009-2010

Profit before Depreciation Interest and Tax 31.02 31.06

Less : Interest - 1.50

Depreciation 6.25 5.31

Less : Transfer from

Revaluation Reserve 0.54 5.71 0.68 4.63

Profit before Tax 25.31 24.93

Less : Provision for Taxation

– Current Tax 5.74 4.22

– Deferred Tax (2.81) 2.93 (1.27) 2.95

Profit after Tax 22.38 21.98

Add : Balance in Profit and Loss Account 19.20 23.38

Amount Available for Appropriation 41.58 45.36

Appropriations :

General Reserve 20.00 20.00

Dividend on Equity Shares 5.28 5.28

Tax on Dividend 0.86 0.88

Balance carried to Balance Sheet 15.44 19.20

41.58 45.36

Dividend

Your Directors have recommended a dividend of Rs. 3.50 per Equity Share (last year Rs. 3.50 per Equity Share) for the financial year ended 31st March, 2011, amounting to Rs. 6.14 crore (inclusive of tax of Rs. 0.86 crore). The dividend will be paid to members whose names appear in the Companys Register of Members as on 25th May, 2011; in respect of shares held in dematerialised form, it will be paid to members whose names are furnished by National Securities Depository Limited and Central Depository Services (India) Limited as beneficial owners as on that date.

Management Discussion and Analysis Financial and Operational Review :

The Company has earned a gross income of Rs. 70.60 crore for the financial year 2010-11, as compared to Rs. 58.70 crore in the previous year, an increase of 20.3%. The Company has earned a profit before depreciation, interest and tax of Rs. 31.02 crore for the year as against Rs. 31.06 crore in the previous year. The Companys net profit for the year was marginally higher at Rs. 22.38 crore as compared to Rs. 21.98 crore in the previous year.

There was no Interest expenditure during the year as compared to Rs. 1.50 crore in the previous year.

Depreciation during the year was at Rs. 5.71 crore as compared to Rs. 4.63 crore in the previous year.

Return on Equity was at 12.0% as compared to 12.8% in the previous year and Return on Capital Employed was at 14.7% same as in the previous year.

Earnings per share was Rs. 14.82 as compared to Rs. 14.55 in the previous year.

Resources and Liquidity :

The Companys net worth as on 31st March, 2011 stood at Rs. 197.51 crore, with paid-up capital of Rs.15.10 crore and accumulated reserves and surplus of Rs. 182.41 crore as compared to the net worth as on 31st March, 2010 of Rs. 181.81 crore, with paid-up capital of Rs. 15.10 crore and accumulated reserves and surplus of Rs. 166.71 crore.

Directors

In terms of Article 143 of the Articles of Association, Shri S. C. Malhotra, Director of the Company, retires by rotation and being eligible, offers himself for re-appointment at the ensuing Annual General Meeting.

Group

Pursuant to intimation from the Promoter i.e. Reliance Industries Limited, the names of the Promoters and entities comprising the ‘group are disclosed in the Annual Report of the Company for the purpose of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997.

Directors Responsibility Statement

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement, it is hereby confirmed that :

i. in the preparation of the accounts for the financial year ended 31st March, 2011, the applicable accounting standards read with requirements set out under Schedule VI to the Companies Act, 1956, have been followed and that there are no material departures from the same;

ii. 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 31st March, 2011 and of the profit of the Company for the year ended on that date;

iii. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

iv. the Directors have prepared the accounts for the financial year ended 31st March, 2011 on a "going concern" basis.

Auditors and Auditors Report

Messrs Chaturvedi & Shah, Chartered Accountants, Statutory Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The Company has received a letter from them to the effect that their re-appointment, if made, would be within the limits prescribed under Section 224(1B) of the Companies Act, 1956 and that they are not disqualified for such re-appointment within the meaning of Section 226 of the said Act.

The Notes on Accounts referred to in the Auditors Report are self- explanatory and do not call for any further comments.

Secretarial Audit Report

As a measure of good corporate governance practice, the Board of Directors of the Company appointed Dr. K. R. Chandratre, Practicing Company Secretary, to conduct Secretarial Audit of the Company. The Secretarial Audit Report for the financial year ended 31st March, 2011, is provided in the Annual Report. The Secretarial Audit Report confirms that the Company has complied with all the applicable provisions of the Companies Act,

1956, the Depositories Act, 1996, the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997, the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992, the Securities Contracts (Regulation) Act, 1956 and the Listing Agreement with the Stock Exchanges.

Particulars of Employees

The Company has not paid any remuneration attracting the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended. Hence, no information is required to be appended to this report in this regard.

Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo

The particulars relating to energy conservation, technology absorption and foreign exchange earnings and outgo, as required to be disclosed under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 (the "Rules") are as under :

i. Part A and B of the Rules, pertaining to Conservation of Energy and Technology Absorption, are not applicable to the Company.

ii. Foreign Exchange Earnings and Outgo :

Earnings - Nil

Outgo - Rs 27.85 lacs

Transfer of Unclaimed and Unpaid amounts to Investor Education and Protection Fund

Pursuant to the provisions of Section 205A(5) of the Companies Act, 1956, the declared dividends which remained unpaid or unclaimed for a period of 7 years have been transferred by the Company to the Investor Education and Protection Fund.

Corporate Governance

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by the Securities and Exchange Board of India. The Company has also implemented several best corporate governance practices as prevalent globally.

The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges forms part of the Annual Report.

The requisite Certificate from the Auditors of the Company, Messrs Chaturvedi & Shah, confirming compliance of the conditions of Corporate Governance as stipulated under the aforesaid Clause 49, is annexed to this Report.

Acknowledgement

Your Directors would like to express their grateful appreciation for assistance and co-operation received from the Government, Banks, other Business constituents and Members during the year under review.

Your Directors also wish to place on record their deep sense of appreciation for the committed services of the Employees of the Company.

For and on behalf of the Board of Directors

Mahesh K. Kamdar Chairman

Mumbai, 21st April, 2011

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