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Directors Report of Reliance Industrial InfraStructure Ltd.

Mar 31, 2023

The Board of Directors present the Company''s Thirty-fifth Annual Report and the Company''s audited Financial Statements for the financial year ended March 31, 2023.

The Company''s financial performance (standalone and consolidated) for the year ended March 31, 2023 is summarised below:

Financial Results

('' in lakh)

STANDALONE

CONSOLIDATED

2022-23

2021

-22

2022-23

2021

-22

Profit Before Exceptional Items and Tax

983.68

991.26

1182.54

1070.73

Add: Exceptional Items (Net) Less:

- Current Tax

339.78

791.99

435.99

339.78

791.99

435.99

- Deferred Tax

(122.15)

217.63

(200.46)

235.53

(122.15)

217.63

(200.46)

235.53

Profit for the Year

1558.04

755.73

1756.90

835.20

Add: Other Comprehensive Income

(1679.00)

1914.32

(1679.00)

1914.32

Total Comprehensive Income for the year

(120.96)

2670.05

77.90

2749.52

Add: Balance in Retained Earnings Account (including Other Comprehensive income)

13906.86

11989.81

17569.18

15572.66

Sub-Total

Less: Appropriation Transferred to General Reserve

300.00

13785.90

300.00

14659.86

300.00

17647.08

300.00

18322.18

Dividend on Equity Shares

453.00

753.00

453.00

753.00

453.00

753.00

453.00

753.00

Closing Balance (including Other Comprehensive income)

13032.90

13906.86

16894.08

17569.18

Figures in brackets represent deductions

Dividend

The Board of Directors has 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 31,2023 (last year ? 3/- 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 Dividend Distribution 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 earned revenue from operations of ? 6,804.80 lakh, as compared to ? 6,518.80 lakh in the previous year.

Income from product transportation services reduced from ? 3,405.51 lakh to ? 3,265.78 lakh on a year-on-year basis. Income from hiring construction machinery increased from ? 1,260.03 lakh to ? 1,548.39 lakh on a year-on-year basis. Income from infrastructure support services and other operating income increased from ? 1,853.26 lakh to ? 1,990.63 lakh on a year-on-year basis. Net profit during the year was ? 1,558.04 lakh as compared to ? 755.73 lakh during the previous year.

The Company continues to provide infrastructural facilities and support services, namely, transportation of petroleum products and raw water through pipelines, operating construction machinery on hire and other support services to Reliance Industries Limited and its group companies with a substantial portion provided to Reliance Industries Limited.

Resources and Liquidity

The Company''s net worth as on March 31,2023 stood at ? 31,452.86 lakh, with accumulated reserves and surplus of ? 29,942.86 lakh.

Details of significant changes (i.e. change of 25% or more as compared to the immediately previous financial year) in key financial ratios and change in Return on Net Worth, along with

detailed explanation is given below:

• Trade Receivable Turnover Ratio increased to 6.84 in FY 2022-23 as against 3.63 in the previous year due to effective collection of receivables.

• Trade Payables Turnover Ratio decreased to 2.36 in FY 2022-23 as against 3.16 in the previous year due to effective utilisation of credit period.

• Net Capital Turnover Ratio decreased to 0.38 in FY 2022-23 as against 0.51 in the previous year due to increase in working capital.

• Return* on Net worth is reduced to 2.44% in FY 2022-23 as against 2.50% in the previous year due to higher Net worth.

[* Return is the Profit after Tax (before exceptional items)]

The Company continues to maintain its conservative financial profile and funds its requirements through internal accruals.

Industry Structure, Developments, Opportunities and Outlook

The infrastructure sector is a crucial pillar in every economy supporting the functioning of almost all other economic sectors. Strengthening of a country''s infrastructural framework has a multiplier effect on the advancement of the economy. The growing working-age population of India and the rapid economic development require continuous improvement in infrastructure including power, road transport, ports, airports and water supplies.

The Government has also launched initiatives like PM Gati Shakti National Master Plan and setting up of National Investment and Infrastructure Fund in recent years promoting infrastructure and logistical development substantiating its focus on building national infrastructure of the future. The Union Budget announced an increase in capital outlay on infrastructural development and establishment of the Infrastructure Finance Secretariat to boost private investment in the sector. The Government''s focus on infrastructural development underlines the importance of this sector in helping India reach the 2025 economic growth target of US$ 5 trillion.

Challenges, Risks and Concerns

Prominent risks in this sector are associated with the prolonged nature of project execution. Management of regulatory changes and environmental uncertainties occurring during the course of project execution pose a key challenge. Inflation and rising interest rates adversely impact the cost of material inputs and makes raising finances more expensive.

The Company has always deployed state-of-the-art technology, machineries and equipment with highly trained experts and professionals in its product transportation and construction machinery hiring business.

Although the Company over the years has been primarily serving a single largest customer and there are presently no expansion plans on the anvil, 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 has a team of able and experienced professionals. The Company believes that the quality of its employees is the key in the long run. The Company continues to introduce employee friendly policies and promote employee wellbeing. 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 are operating effectively as intended.

Risk Management

The Company has in place a Risk Management Policy 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 of 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 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 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-2022-23.pdf

Secretarial Standards

The Company has followed the applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ''Meetings of the Board of Directors'' and ''General Meetings'' respectively.

Directors'' Responsibility Statement

Your Directors state that:

a) in the preparation of the annual accounts for the year ended March 31,2023, 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 31,2023 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.

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-responsibilitv-and-sustainabilitv-report-2022-23.pdf

Contracts or Arrangements with Related Parties

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in its 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-policv-on-materialitv.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 24 to the standalone Financial Statement which sets out related party disclosures pursuant to Ind AS.

Corporate Social Responsibility

The Corporate Social Responsibility ("CSR") Policy formulated by the CSR Committee and approved by the Board 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 of the Company is to promote development through social and economic transformation.

The Company has, inter-alia, identified following areas in which it may engage for its CSR activities:

• Addressing identified needs of the underprivileged through initiatives directed towards promoting health, including preventive health care;

• Environmental sustainability and ecological balance;

• Any other activity falling within the scope of Schedule VII to the Act.

During the year, the Company spent ? 20 lakh (that is, 2.67% 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 Mahesh K. Kamdar (DIN: 00013915), 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 Shailesh Dholakia, demitted his office as the Company Secretary with effect from the close of business hours of December 23, 2022. Shri Amitkumar Mundhe was appointed as Company Secretary of the Company with effect from December 24, 2022. The Board placed on record its appreciation for the valuable contribution made by Shri Shailesh Dholakia during his association with the Company.

Smt. Bhama Krishnamurthy completed her second term of office, as independent director of the Company on March 25, 2023. The Board placed on record its appreciation for the valuable services rendered by Smt. Bhama Krishnamurthy during her association as an independent director of the Company.

Shri A. Siddharth stepped down as non-independent director of the Company with effect from March 20, 2023. The Board of Directors, on the recommendation of the NRC, has approved the appointment of Shri A. Siddharth and Smt. Riddhi Bhimani as Additional Directors, designated as independent directors, with effect from March 21, 2023 for a term of 5 (five) consecutive years subject to approval of the shareholders. In the opinion of the Board, they possess requisite expertise and experience.

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 devised, inter alia, the following policies:

a) Policy for selection 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-selection-of-directors.pdf and http://www.riil.in/pdf/remuneration-policy-for-directors-key-managerial-other-empl.pdf

The Policy for selection 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 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 on Financial Statement referred to in the Statutory 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 2022-23 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 2022-23 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., Practicing Company Secretaries, to conduct Secretarial Audit for the financial year 2022-23. 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

Six 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.

Due to change in the composition of the Board of Directors of the Company, Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, Corporate Social Responsibility Committee and Risk Management Committee were reconstituted.

The composition of these Committees after reconstitution is as follows:

Audit Committee

The Audit Committee comprises Shri Chandra Raj Mehta (Chairman), Shri A. 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 comprises Shri Chandra Raj Mehta (Chairman), Shri A. Siddharth and Smt. Riddhi Bhimani.

Nomination and Remuneration Committee

The Nomination and Remuneration Committee comprises Shri Chandra Raj Mehta (Chairman), Shri Sandeep H. Junnarkar and Smt. Riddhi Bhimani.

Stakeholders Relationship Committee

The Stakeholders Relationship Committee comprises Shri Chandra Raj Mehta (Chairman), Shri Mahesh K. Kamdar, Shri Sandeep H. Junnarkar and Shri A. Siddharth.

Risk Management Committee

The Risk Management Committee comprises Shri Dilip V. Dherai (Chairman), Shri A. Siddharth, Smt. Riddhi Bhimani, Shri M. N. Bhagavan and Smt. Sindhu Menon.

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 29 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) Anode beds are upgraded for reducing power requirement. New technology Transformer Rectifier units replaced in Cathodic Protection stations and achieved the reduction in consumption by 20% (total 100 Amps to 80 Amps).

b) Installation of LED lights to reduce power consumption. Conventional lighting was replaced with new LED lighting.

c) The SCADA system of pipeline is being upgraded, hence due to the advancement in the technology the power consumption of the system will be low and the system will be more effective in monitoring day to day operations and is more user friendly for the operations team.

(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. 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 system. Forward & return pipeline corrosion monitoring system commissioned and is working effectively.

b) Old optical fibre cable has been replaced by two new lease lines which are commissioned for data and voice communication and are working effectively.

c) CCTV installation is completed and under commissioning.

(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, saved 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

In order to detect the fire from Control Room, the Company has installed Flame and Gas detection system at Cathodic Protection stations / motorized valve stations. In case lease line fails, wireless communication with Jio sim card is adopted for transfer of pipeline data to Supervisory Control and Data Acquisition system.

C. Foreign Exchange Earnings and Outgo

Foreign Exchange earned in terms of Actual Inflows - Nil Foreign Exchange outgo in terms of Actual Outflows - Nil 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 draft Annual Return of the Company as on March 31, 2023 is available on the Company''s website and can be accessed at: http://www.riil.in/pdf/mgt-7-2022-23.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 [email protected].

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 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.

For and on behalf of the Board of Directors

Mahesh K. Kamdar

Chairman

April 20, 2023


Mar 31, 2018

The Board of Directors are pleased to present the Company''s Thirtieth Annual Report and the Company''s audited financial statements (standalone and consolidated) for the financial year ended 31st March, 2018.

Financial Results

The Company''s financial performance for the year ended 31st March, 2018 is summarised below:

(Rs. in lakh)

STANDALONE

CONSOLIDATED

2017-18

2016

- 17

2017-18

2016

- 17

Profit before Tax

1,513.47

2,024.66

1,626.66

2,084.75

Less:

- Current Tax

784.51

661.15

784.51

661.15

- Deferred Tax

(245.12)

539.39

(278.27)

382.88

(245.12)

539.39

(278.27)

382.88

Profit for the Year

974.08

1,641.78

1,087.27

1,701.87

Add: Other Comprehensive Income

723.94

282.25

723.94

282.25

Total Comprehensive Income for the

1,698.02

1,924.03

1,811.21

1,984.12

year

Add: Balance in Profit and Loss Account

6,861.86

6,323.93

9,805.89

9,207.87

Sub-Total

8,559.88

8,247.96

11,617.10

11,191.99

Less: Appropriation

Transferred to General Reserve

300.00

750.00

300.00

750.00

Dividend paid on Equity Shares*

528.50

528.50

528.50

528.50

Tax on Dividend on Equity Shares*

107.60

936.10

107.60

1,386.10

107.60

936.10

107.60

1,386.10

Closing Balance (including Other

7,623.78

6,861.86

10,681.00

9,805.89

Comprehensive Income)

*Pertaining to dividend for the financial year 2016-17.

Dividend

The Board of Directors has recommended a dividend of Rs.3.50 per equity share of Rs.10/- each fully paid (last year Rs.3.50 per equity share of Rs.10/- each fully paid) for the financial year ended 31st March, 2018 amounting to Rs.637 lakh (inclusive of Dividend Distribution Tax of Rs.109 lakh). The dividend payment is subject to approval of members at the ensuing Annual General Meeting.

The dividend payout is in accordance with the Company''s Dividend Distribution Policy. The Dividend Distribution Policy of the Company is annexed herewith as Annexure I to this Report.

Material changes affecting the Company

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. There has been no change in the nature of business of the Company.

Management''s Discussion and Analysis Report

Management''s 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 earned a total revenue of Rs.10,154.56 lakh, as compared to Rs.10,882.34 lakh in the previous year, a marginal decrease of 7% on year-on-year basis.

Income from product transportation services increased by 18% from Rs.2,620.98 lakh to Rs.3,098.72 lakh on a year-on-year basis. Income from operating construction machinery on hire decreased by 29% from Rs.3,523.36 lakh to Rs.2,495.63 lakh on a year-on-year basis. Income from other support services increased marginally by 4% from Rs.3,176.52 lakh to Rs.3,293.32 lakh.

Net profit during the year was Rs.974.08 lakh as compared to Rs.1,641.78 lakh of previous year, decrease by 41%.

The Company continues to provide infrastructural facilities and support services, namely, transportation of petroleum products and water through pipelines, operating construction machinery on hire and other support services to Reliance Industries Limited and its group companies with a substantial portion provided to Reliance Industries Limited.

Resources and Liquidity

The Company''s net worth as on 31st March, 2018 stood at Rs.29,339.52 lakh, with accumulated reserves and surplus of Rs.27,829.52 lakh. The Company continues to maintain its conservative financial profile and funds its requirements largely through internal cash generation.

Industry Structure, Developments, Opportunities and Outlook

Infrastructure sector is a key driver for the Indian economy. The sector is responsible for propelling India''s overall development and enjoys focus from Government for initiating policies that would ensure time-bound creation of world class infrastructure in the country.

The Government has set out large-scale infrastructure development programmes which provide significant opportunities for industry players to help transform the sector and partner India''s socioeconomic progress. The Government continues to focus on Railways, Roads, Sagarmala project (for ports and coastal development), Housing for All, Inland waterways and Make in India initiatives.

Urban and rural infrastructure and road development is one of the top priority areas for the Government. A favourable ease of doing business environment and numerous initiatives announced for the infrastructure sector is expected to boost demand for infrastructure services. Further liberalisation on foreign direct investment (FDI) for infrastructure projects in the country has increased the pace of infrastructural developments. There are several industries which are directly or indirectly dependent on the development of infrastructure sector.

The Government of India has taken significant initiatives to strengthen the economy of the country and make it one of the strongest economies in the world. Owing to higher infrastructure spending and continued reforms in fiscal and monetary policy, the Indian economic outlook has been further strengthened. The Government of India is striving to move steadily to minimize bottlenecks and attract higher investment for the infrastructure sector.

The Company will continue to seek growth opportunities with its focus on the infrastructure sector.

Challenges, Risks and Concerns

Infrastructure Industry in India has registered great progress in the recent years. Creation of infrastructure is vital for India''s economic development as the opportunities for future growth are enormous in the country.

Underlying challenges in productivity, profitability, performance, labour, and sustainability could disrupt the industry''s growth. The combination of increasing project complexity and competition and decreasing experience and skill-sets is a risk multiplier, increasing the risk of deliverable delays, quality construction problems, and employee safety concerns.

It is important to innovate and adopt new methods while implementing infrastructure projects. Modern construction equipment and machineries used in infrastructure development, help reduce the cost of project and also shorten the project completion time. In order to keep up with the challenges which the infrastructure sector has to offer, the Company focuses on deploying the latest machineries with trained work force.

Some of the greater challenges that hinder infrastructure progress of the economy are easy access to finance, availability of land and delays in project completion leading to cost and time overruns. However, the Government has undertaken some key reforms that include stronger co-operation between the private and public sectors, enforcing of a unified legal framework, single window approval process, creation of better dispute-resolution mechanisms and removing bottlenecks.

The Company''s ability to foresee and manage business risks is crucial in its efforts to achieve constructive outcome. While the Company''s long term outlook, is subject to a few risks and uncertainties, with its strong financials and past track record, the Company is well positioned to mitigate those 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 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 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 budgetary control system to monitor expenditure against approved budgets on an ongoing basis.

Internal Financial Controls

Internal Financial Controls are an integrated part of the risk management process, addressing financial and financial reporting risks. The Company has in place adequate internal financial controls with reference to financial statements.

Assurance on the effectiveness of internal financial controls is obtained through management reviews, control self-assessment, continuous 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.

We believe that these systems provide reasonable assurance that our internal financial controls are designed effectively and are operating as intended.

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 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. Further, a risk assessment group has been constituted by the Board of Directors of the Company, comprising 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 or unforeseen 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 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) and Ind AS 110 - Consolidated Financial Statement read with Ind AS 28 - Investments in Associates, the audited consolidated financial statement is provided in the Annual Report of the Company.

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 containing the 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 to avoid duplication.

The audited financial statement including the consolidated financial statement of the Company and all other documents required to be attached thereto is put up on the website of the Company and may be accessed at the link: http://www.riil.in/notice_annual_report.html.

These documents will also be available for inspection on all working days, during business hours at the Registered Office of the Company.

Secretarial Standards

The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ''Meetings of the Board of Directors'' and ''General Meetings; respectively, have been duly followed by the Company.

Directors'' Responsibility Statement

Your Directors state that:

a) in the preparation of the annual accounts for the year ended 31st March, 2018, 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, 2018 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.

Business Responsibility Report

As stipulated under the Listing Regulations, the Business Responsibility Report describing the initiatives taken by the Company from an environmental, social and governance perspective is attached and forming part of the Annual Report.

Contracts or Arrangements with Related Parties

All contracts / arrangements! / transactions entered by the Company during the financial year with related parties were in its 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 as Annexure II to this 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

Members may refer to Note No. 23 to the standalone financial statement which sets out related party disclosures pursuant to Indian Accounting Standard 24 (Ind AS 24).

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 CSR initiative of the Company is to promote development through social and economic transformation.

The Company has, inter-alia, identified following areas in which it may engage for its CSR activities:

- Addressing identified needs of the underprivileged through initiatives directed towards promoting health, including preventive health care;

- Environmental sustainability and ecological balance;

- Any other activity falling within the scope of Schedule VII to the Act.

During the year, the Company has spent Rs.70 lakh (around 3.21% of the average net profits of last three financial years) on CSR activities as against the statutory requirement of Rs.43.56 lakh.

The Annual Report on CSR activities is annexed herewith as Annexure III to this Report.

Directors and Key Managerial Personnel

In accordance with the provisions of the Act and the Articles of Association of the Company, Shri Mahesh K. Kamdar (DIN: 00013915), 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 and based on report of performance evaluation, has recommended re-appointment of Shri Mahesh K. Kamdar as Director of the Company liable to retire by rotation.

The Board of Directors, on recommendation of Nomination and Remuneration Committee and based on report of performance evaluation, has re-appointed Shri Dilip V. Dherai as Whole-time Director designated as Executive Director of the Company for a period of 5 (five) years with effective from 1st July, 2019, subject to the approval of members as his present term of office is up to 30th June, 2019.

The first term of office of Shri Sandeep H. Junnarkar (DIN: 00003534) and Shri Chandra Raj Mehta (DIN: 00002011), as Independent Directors, will expire on 31st March, 2019. The Board of Directors, on the recommendation of the Nomination and Remuneration Committee and based on report of performance evaluation, has recommended re-appointment of Shri Sandeep H. Junnarkar and Shri Chandra Raj Mehta, as Independent Directors of the Company for a second term of 5 (five) consecutive years effective 1st April, 2019.

The members of the Company at its Annual General Meeting held on 28th July, 2017 had, inter-alia, approved re-appointment of Smt. Bhama Krishnamurthy (DIN: 02196839) as an Independent Director of the Company, for a second term of 5 (five) consecutive years effective 26th March, 2018 on the Board of the Company by passing a Special Resolution.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence prescribed under the Act and the Listing Regulations.

The following policies of the Company are annexed herewith as Annexure IV and Annexure V to this Report:

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

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

Performance Evaluation

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 an online structured questionnaire for the evaluation of the Board, its Committees and the individual directors covering, inter-alia, various aspects of their performance including attendance of Directors at Board and Committee meetings, composition and skills, board dynamics, domain knowledge, understanding of Company''s operations, contribution at meetings, inter-personal skills, adherence to the Company''s Code of Conduct and values. The responses received were evaluated by the Board.

Auditors and Auditors'' Report

Statutory Auditors

Messrs D T S & Associates, Chartered Accountants, were appointed as Auditors of the Company, for a term of 5 (five) consecutive years, at the Annual General Meeting held on 28th July, 2017. They have confirmed that they are not disqualified from continuing as Auditors of the Company.

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 as amended, the Company has maintained cost records in its books of account for financial year 2017-18 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 2017-18 as the turnover of the Company from these services was below the threshold limit prescribed in the said Rules for cost audit.

Secretarial Auditor

The Board of Directors of the Company appointed Dr. K. R. Chandratre, Practicing Company Secretary, to conduct Secretarial Audit for the financial year ended 31st March, 2018. The Secretarial Audit Report relating thereto is annexed herewith as Annexure VI 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.

Audit Committee

The Audit Committee of the Company comprises Independent Directors namely Shri Chandra Raj Mehta (Chairman), Shri Sandeep H. Junnarkar and Smt. Bhama Krishnamurthy and Shri S. C. Malhotra as Non-Executive Non-Independent Director.

During the year all the recommendations made by the Audit Committee were accepted by the Board.

Corporate Social Responsibility Committee

The Corporate Social Responsibility Committee of the Company comprises Shri Mahesh K. Kamdar (Chairman) with Shri Chandra Raj Mehta, Shri Sandeep H. Junnarkar and Shri S. C. Malhotra as other members.

Vigil Mechanism

The Company has established a robust Vigil Mechanism and a Whistle-blower policy in accordance with provisions of the Act and the Listing Regulations. The Vigil Mechanism is supervised by 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 is put on the Company''s website and can be accessed at http://www.riil.in/pdf/whistleblower_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, being a company providing infrastructural facilities and support services, is exempted from the provisions of section 186 of the Act relating to loan made, guarantee given and security provided.

Particulars of investments made are provided in the standalone financial statement. Members may refer to Note No. 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) Energy Conservation measures taken

a. Upgradation of anode beds for reducing power requirement of Cathodic Protection system by 30% (current consumption reduced from 250 Amp to 100 Amp).

b. 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. I nstallation of online corrosion monitoring system on pipelines for health checking.

(ii) The benefits derived like product improvement, cost reduction, product development or import substitution.

The selection of alternate quality of pipes for projects seamless pipes to ERW (Electric resistance welded). This saved about 20% cost of project for material.

(iii) I nformation 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: Nil

C. Foreign Exchange Earnings and Outgo

Foreign Exchange earned

- Nil

Foreign Exchange outgo

- Rs.133.43 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 Company has also implemented several best governance practices. 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 herewith as Annexure VII to this Report. Disclosure pursuant to para (IV) of third proviso to Section II, Part II of Schedule V to the Act relating to re-appointment of Shri Dilip V. Dherai is covered in the Corporate Governance Report. For details, please refer the Corporate Governance Report forming part of the Annual Report.

Extract of Annual Return

Extract of Annual Return of the Company is annexed herewith as Annexure VIII 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, as amended, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said Rules are provided in the Annual Report which 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 are also provided in the Annual Report which forms part of this 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 on all working days 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 matters 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) 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. 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.

Acknowledgement

The Board of Directors would like to express their sincere appreciation for the assistance and co-operation received from the Government Authorities, Banks, other business constituents and members during the year under review.

The Board of 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, 2018


Mar 31, 2017

Dear Members,

The Board of Directors are pleased to present the Company''s Twenty-ninth Annual Report and the Company''s audited financial statements (standalone and consolidated) for the financial year ended 31st March, 2017.

Financial Results

The Company''s financial performance, for the year ended 31st March, 2017 is summarized below:

(Rs, in Crore)

STANDALONE

CONSOLIDATED

2016 - 17

2015 - 16

2016 - 17

2015 - 16

Profit before Tax

20.25

20.94

20.85

21.84

Less:

- Current Tax

6.61

8.18

6.61

8.18

- Deferred Tax

(2.78)

3.83

(2.86)

5.32

(2.78)

3.83

(2.86)

5.32

Profit for the Year

16.42

15.62

17.02

16.52

Add: Other Comprehensive Income

2.82

3.19

2.82

3.19

Total Comprehensive Income for the year

19.24

18.81

19.84

19.71

Add: Balance in Profit and Loss Account

63.24

58.29

92.08

86.23

Sub-Total

82.48

77.10

1 11.92

1 05.94

Less: Appropriation

Transferred to General Reserve

7.50

7.50

7.50

7.50

Dividend paid on Equity Shares

5.28

5.28

5.28

5.28

Tax on Dividend on Equity Shares

1.08

13.86

1.08

13.86

1.08

13.86

1.08

13.86

Closing Balance (including Other

68.62

63.24

98.06

92.08

Comprehensive Income)

Figures for FY 2015 -16 have been restated as per Ind AS and therefore may not be comparable with financials for FY 2015-16 approved by the Directors and disclosed in the financial statement of previous year.

Indian Accounting Standard

The Ministry of Corporate Affairs (MCA) on 16th February, 2015, notified that Indian Accounting Standards (Ind AS) are applicable to certain classes of companies from 1st April, 2016 with a transition date of 1st April, 2015. Ind AS has replaced the previous Indian GAAP prescribed under Section 133 of the Companies Act, 2013 ("the Act") read with Rule 7 of the Companies (Accounts) Rules, 2014. Ind AS is applicable to the Company from 1st April, 2016. The reconciliations and descriptions of the effect of the transition from previous GAAP to Ind AS have been set out in Note 30 in the notes to accounts in the standalone financial statement and in Note 33 in the notes to account in the consolidated financial statement.

Dividend

The Board of Directors has recommended a dividend of Rs, 3.50 per equity share of Rs,10/- each fully paid (last year Rs, 3.50 per equity share of Rs,10/- each fully paid) for the financial year ended 31st March, 2017 amounting to Rs, 6.36 crore (inclusive of Dividend Distribution Tax of Rs, 1.08 crore). The dividend payout is subject to approval of members at the ensuing 29th Annual General Meeting. The dividend payout is in accordance with the Company''s Dividend Distribution Policy.

The Dividend Distribution Policy of the Company is annexed herewith as Annexure I to this Report.

Management''s Discussion and Analysis Report

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

During the year, the Company earned a total revenue of Rs, 108.82 crore, as compared to Rs, 100.96 crore in the previous year, an increase of 8% on year on year basis.

Income from product transportation services increased by 4% from Rs, 25.17 crore to Rs, 26.21 crore on a year on year basis. Income from operating construction machinery on hire increased by 6% from Rs, 33.04 crore to Rs, 35.23 crore on a year on year basis. Income from other support services also increased marginally from Rs, 31.48 crore to Rs, 31.77 crore.

Net profit during the year was Rs, 16.42 crore, as compared to Rs, 15.62 crore of previous year, registering an increase of 5%.

The Company continues to provide infrastructure support services, namely, transportation of petroleum products and water through pipelines, operating construction machinery on hire and other support services to Reliance Industries Limited Group with a substantial portion provided to Reliance Industries Limited. Material changes affecting the Company There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year and date of this Report. There has been no change in the nature of business of the Company.

Resources and Liquidity

The Company''s net worth as on 31st March, 2017 stood at Rs, 312.85 crore, with accumulated reserves and surplus of Rs, 297.75 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 With the Government undertaking structural reforms and measures to improve productivity, increased thrust on development of physical infrastructure coupled with lower interest rates and its "Make in India" initiative by creating a conducive business environment, it is expected that this will spur activity in the sector. The Company will continue to keep its focus in the infrastructure sector.

Urban and rural infrastructure and road development is one of the top priority area for the government. A favourable business environment and numerous initiatives announced for the infrastructure sector in last budget is expected to provide demand boost for infrastructure services. Further liberalisation on foreign direct investment (FDI) for infrastructure projects in the country has increased the pace of infrastructural developments. There are several industries which are directly or indirectly dependent on the development of infrastructure sector. The Company will continue to seek growth opportunities with its focus on the infrastructure sector.

Challenges, Risks and Concerns

Some of the challenges that hinder infrastructure progress of the economy are easy access to finance, availability of land and delays in project completion leading to cost and time overruns. However, the Government has undertaken some key reforms that include stronger co-operation between the private and public sectors, enforcing of a unified legal framework, creation of better dispute-resolution mechanisms and removing bottlenecks.

The Company''s ability to foresee and manage business risks is crucial in its efforts to achieve constructive outcome. While management is positive about the Company''s long term outlook, it is subject to a few risks and uncertainties. There are several risks and challenges that infrastructure sector faces including adequate funding requirement, delays in project completion, regulatory approvals etc. which may cause time and cost overruns. However, with its strong financials and past track record, the Company is well positioned to mitigate those risks.

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

The Audit Committee 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 budgetary control system to monitor expenditure 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 was observed.

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 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. Further, a risk assessment group has been constituted by the Board of Directors of the Company, comprising 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 or unforeseen 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 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.

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 provides personal development opportunities and all round exposure to its employees.

Consolidated Financial Statement

In accordance with the Act and Ind AS 110 - Consolidated Financial Statements read with Ind AS 28 - 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 provided as Annexure A to the consolidated financial statement and therefore not repeated to avoid duplication.

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 on all working days, that is, except Saturdays, Sundays and Public Holidays during business hours at the Registered Office of the Company.

Directors'' Responsibility Statement

The Board of Directors state that:

a) in the preparation of the annual accounts for the year ended 31st March, 2017, 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, 2017 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.

Business Responsibility Report

As stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the "Listing Regulations"), the Business Responsibility Report describing the initiatives taken by the Company from an environmental, social and governance perspective is attached as part of the Annual Report.

Contracts or 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.

The Board of Directors draw attention of the members to Note No. 21 to the standalone financial statement which sets out related party disclosures pursuant to Indian Accounting Standard 24 (Ind AS 24). The transactions disclosed therein were 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 Ind AS 24. 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 2.69% of the average net profits of last three financial years) on CSR activities as against the statutory requirement of Rs, 52.09 lakh i.e. 2% of the average net profits of last three financial years.

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

Directors and Key Managerial Personnel

In accordance with the provisions of the Act and the Articles of Association of the Company, Shri S. C. Malhotra, 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 Sections 149 and 152 of the Act, Smt. Bhama Krishnamurthy was appointed as an Independent Director of the Company for a term (first term) of 3 (three) consecutive years to hold office up to 25th March, 2018. The Nomination and Remuneration Committee and the Board of Directors of the

Company have recommended the re-appointment of Smt. Bhama Krishnamurthy as an Independent Director of the Company for a further term (second term) of 5 (five) consecutive years from the date of expiry of her first term.

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 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 III and Annexure IV:

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

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

Shri Shailesh Dholakia was appointed as the Company Secretary and Compliance Officer of the Company with effect from 13th July, 2016 in place of Shri K. Sridhar, previous Company Secretary and Compliance Officer.

Shri Salil Mishra was appointed as the Chief Financial Officer of the Company with effect from 12th January, 2017 in place of Shri Tapas Mitra, the previous Chief Financial Officer.

Auditors and Auditors'' Report Statutory Auditors

As per the provisions of the Act, the period of office of Messrs Chaturvedi & Shah, Chartered Accountants, Statutory Auditors of the Company, expires at the conclusion of the ensuing Annual General Meeting.

The Board of Directors has recommended the appointment of Messrs D T S & Associates, Chartered Accountants (Firm Registration No. 142412W), as Statutory Auditors of the Company for a term of 5 (five) consecutive years to hold office from the conclusion of the ensuing Annual General Meeting till the conclusion of the sixth Annual General Meeting following the ensuing Annual General Meeting. They have confirmed their eligibility and qualification required under the Act for holding the office, as Statutory Auditors of the Company.

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 2016-17 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 2016-17 as the turnover of the Company from these services was below the threshold limit prescribed in the said Rules for cost audit.

Secretarial Auditor

The Board appointed Dr. K. R. Chandratre, Practicing Company Secretary, to conduct Secretarial Audit for the financial year 2016-17. The Secretarial Audit Report for the financial year ended 31st March, 2017 is annexed herewith marked as Annexure V 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. One meeting of the Committee was 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.

During the year 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.

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.

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:

As an infrastructure support service provider, the operations of the Company require minimal energy consumption.

(i) Energy Conservation measures taken:

a. Up gradation of anode beds for reducing power requirement of CP system by 30% (current consumption reduced from 250 Amp to 100 Amp).

b. Installation of LED lights to reduce power consumption.

(ii) Steps taken by the Company for utilizing 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 Sectionalizing 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, 1051.49 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 VI.

Extract of Annual Return

Extract of Annual Return of the Company is annexed herewith as Annexure VII 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, as amended, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said Rules is annexed to 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 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

The Board of 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.

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.

Acknowledgement

The Board of 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.

The Board of 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

14th April, 2017


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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