Reliance Infrastructure : Annual Report 2022-23

Infrastructure

Annual Report

2022-23

Padma Vibhushan

Shri Dhirubhai H. Ambani

(28th December, 1932 - 6th July, 2002) Reliance Group - Founder and Visionary

Reliance Infrastructure Limited

Board of Directors

Shri Sateesh Seth	-	Vice Chairman
Shri Punit Garg	-	Executive Director and CEO
Ms. Manjari Kacker
Ms. Chhaya Virani
Shri S. S. Kohli
Shri K. Ravikumar

Key Managerial Personnel

Shri Vijesh Babu Thota	-	Chief Financial Officer
Shri Paresh Rathod	-	Company Secretary &
		Compliance Officer

Auditors

M/s. Chaturvedi & Shah LLP

Registered Office

Reliance Centre, Ground Floor 19, Walchand Hirachand Marg Ballard Estate, Mumbai 400 001 CIN : L75100MH1929PLC001530 Tel. : [phone]

Fax : [phone]

Email : [e-mail]

Website: www.rinfra.com

Registrar and Transfer Agent

KFin Technologies Limited

Unit: Reliance Infrastructure Limited

Selenium Building, Tower-B,

Plot No 31 & 32, Financial District,

Nanakramguda, Hyderabad 500 032

Telangana, India

Website : www.kfintech.com

Investor Helpdesk

Toll free no. (India)	:	1800 309 4001
Whatsapp no.	:	[phone]
E-mail	:	[e-mail]

Contents	Page No.
Notice of Annual General Meeting	4
Directors' Report	9
Management Discussion and Analysis	24
Business Responsibility & Sustainability Report	36
Corporate Governance Report	60
Certificate on Corporate Governance by	76
practicing Company Secretary
Investor Information	78
Independent Auditors' Report on the	87
Financial Statement
Balance Sheet	98
Statement of Profit and Loss	99
Statement of Changes in equity	100
Cash Flow Statement	101
Notes to the Standalone Financial Statement	103
Independent Auditors' Report on the	163
Consolidated Financial Statement
Consolidated Balance Sheet	170
Consolidated Statement of Profit and Loss	171
Consolidated Statement of Changes in equity	172
Consolidated Cash Flow Statement	174
Notes to the Consolidated Financial Statement	177
Statement containing salient features of the	264
financial statement of subsidiaries /
associates companies / joint ventures

94th Annual General Meeting on Friday, July 28, 2023 at 10.00 A.M. (IST)

through Video Conferencing (VC) / Other Audio Visual Means (OAVM)

This Annual Report can be accessed at www.rinfra.com

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Reliance Infrastructure Limited

Notice

NOTICE is hereby given that the 94th Annual General Meeting (AGM) of the Members of Reliance Infrastructure Limited will be held on Friday, July 28, 2023 at 10.00 A.M. (IST) through Video Conference (VC) / Other Audio Visual Means (OAVM) facility to transact the following business:

Ordinary Business:

1. To consider and adopt:
2. 1. the audited financial statement of the Company for the Financial Year ended March 31, 2023 and the reports of the Board of Directors and Auditors thereon, and
   2. the audited consolidated financial statement of the Company for the Financial Year ended March 31, 2023 and the report of the Auditors thereon.
3. To appoint a Director in place of Shri Punit Garg (DIN: 00004407), who retires by rotation under the provisions of the Companies Act, 2013, and being eligible, offers himself for re-appointment.

Special Business:

3. Remuneration to Cost Auditors

To consider and, if thought fit, to pass, the following resolution as an Ordinary Resolution:

"RESOLVED THAT pursuant to the provisions of Section 148 and all other applicable provisions, if any, of the Companies Act, 2013 and the Rules made thereunder (including any statutory modification(s) or re- enactment(s) thereof, for the time being in force), M/s. Talati & Associates, Cost Accountants, (Firm Registration Number R/R00097), appointed as the Cost Auditors of the Company for audit of the cost accounting records of the Company for the Financial Year ending March 31, 2024, be paid remuneration of ` 31,250/-(Rupees thirty one thousand two hundred fifty only) excluding applicable taxes and out-of-pocket expenses, if any.

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorised to do all acts and take all such steps as may be necessary, to give effect to this resolution."

By Order of the Board of Directors

Paresh Rathod

Company Secretary &

Compliance Officer

Registered Office:

Reliance Centre, Ground Floor,

19, Walchand Hirachand Marg,

Ballard Estate, Mumbai 400 001

CIN:L75100MH1929PLC001530

Website:www.rinfra.com

May 30, 2023

Notes:

1. Statement pursuant to Section 102(1) of the Companies Act, 2013 ("Act"), in respect of the Special Business to be transacted at the AGM is annexed hereto.
2. The Ministry of Corporate Affairs ("MCA") has vide its circular dated December 28, 2022 read with circulars dated April 8, 2020, April 13, 2020, May 05, 2020 (collectively referred to as "MCA circulars") permitted the holding of the AGM through VC/OAVM, without the physical presence of the Members at a common venue. Accordingly, in compliance with the provisions of the Act, the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, (Listing Regulations) and MCA circulars, the AGM of the Company is being held through VC/OAVM.
3. Since the AGM is being held pursuant to the MCA circulars through VC/OAVM without physical attendance of Members, the facility for appointment of proxies will not be available for the AGM and hence the Proxy Form and Attendance Slip are not annexed to this Notice.
4. Re-appointmentof Director
   At the ensuing AGM, Shri Punit Garg (DIN: 00004407), Director of the Company shall retire by rotation under the provisions of the Act and being eligible, offers himself for re-appointment. The Board of Directors of the Company have recommended the re-appointment.
   The relevant details pertaining to Shri Punit Garg pursuant to applicable provisions of Regulation 36 of the Listing Regulations and Secretarial Standards on General Meeting (SS-2) is given below;
   Shri Punit Garg, 58 years, a qualified Engineer, is part of senior management team of Reliance Group since 2001 and presently discharging responsibilities as Executive Director and Chief Executive Officer of the Company since April 6, 2019. Shri Garg has previously served as an Executive Director on the Board of Reliance Communications Limited. With rich experience of over 37 years, Shri Garg has created and led billion dollar businesses. As a visionary, strategist and team builder he has driven profitable growth through innovation and operational excellence.
   He is on the Board of BSES Yamuna Power Limited, BSES Rajdhani Power Limited and Reliance Power Limited and is the Executive Director and Chief Executive Officer of Reliance Velocity Limited. He is a member of the Audit Committee, Stakeholders Relationship Committee, Risk Management Committee and Corporate Social Responsibility and Sustainability Committee of the Company and also a member of Nomination and Remuneration Committee of BSES Yamuna Power Limited and BSES Rajdhani Power Limited.
   Shri Punit Garg is a member of the suspended Board of Reliance Communications Limited, which is under Corporate Insolvency Resolution Process.
   Shri Punit Garg has attended all seven Board meetings of the Company held during the Financial Year.
   Shri Punit Garg has not resigned from any listed entity in the past three years.

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Reliance Infrastructure Limited

Notice

As on March 31, 2023, Shri Punit Garg holds 1,500 equity shares of the Company. He does not hold any relationship with any other Directors and Key Managerial Personnel of the Company.

1. In compliance with the aforesaid MCA circulars and the SEBI circular dated January 05, 2023, Notice of the AGM along with the Annual Report 2022-23 is being sent only through electronic mode to those Members whose email addresses are registered with the Company or Central Depository Services (India) Limited (CDSL)/National Securities Depositories Limited (NSDL) (collectively referred as "Depositories"). Members may note that the Notice and Annual Report 2022-23 will also be available on the Company's website at www.rinfra.com, websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www. nseindia.com, respectively, and also on the website of KFin Technologies Limited ("KFintech") at www.kfintech.com.
2. Members whose email addresses are not registered, can register the same in the following manner so that they can receive all communication from the Company electronically:
3. 1. Members holding share(s) in physical mode can register their e-mail ID on the Company's website at https://www.rinfra.com/web/rinfra/shareholder- registration by providing the requisite details of their holdings and documents for registering their e-mail address; and
   2. Members holding share(s) in electronic mode are requested to register/update their e-mail address with their respective Depository Participants ("DPs").
4. The Company has engaged the services of KFintech as the authorized agency for conducting the AGM and providing e-voting facility.
5. Members attending the AGM through VC/OAVM shall be counted for the purpose of reckoning the quorum under Section 103 of the Act.
6. Since the AGM will be held through VC/OAVM, the Route Map is not annexed with this Notice.
7. Relevant documents, if any, referred to in the accompanying Notice calling the AGM and Registers are available on the website of the Company for inspection by the Members during the meeting.
8. Members are advised to refer to the section titled 'Investor Information' provided in this Annual Report.
9. Members are requested to fill in and submit the Feedback Form provided in the 'Investor Relations' section on the Company's website www.rinfra.com to aid the Company in its constant endeavor to enhance the standards of service to investors.
10. Instructions for attending the AGM and e-voting are as follows:
11. 1. In compliance with the provisions of Section 108 of the Act, read with Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended from time to time and Regulation 44 of the Listing Regulations, the Company is offering

e-voting facility to all Members of the Company. A person, whose name is recorded in the Register of Members or in the Register of Beneficial Owners (in case of electronic shareholding) maintained by the Depositories as on the cut-off date i.e. Friday, July 21, 2023 only shall be entitled to avail the facility of remote e-voting /e-voting at the AGM. KFintech will be facilitating remote e-voting to enable the Members to cast their votes electronically. Members can cast their vote online from 10:00 a.m. (IST) on Monday, July 24, 2023 to 5:00 p.m. (IST) on Thursday, July 27, 2023. At the end of remote e-voting period, the facility shall forthwith be blocked.

1. Pursuant to SEBI circular No. SEBI/ HO/CFD/CMD/ CIR/P/2020/242 dated December 9, 2020 on "e-voting facility provided by Listed Companies", e-voting process has been enabled for all the individual demat account holders, by way of single login credential, through their demat accounts/ websites of Depositories/DPs in order to increase the efficiency of the voting process.
2. Individual demat account holders would be able to cast their vote without having to register again with the e-Voting Service Provider (ESP). Members are advised to update their mobile number and e-mail ID with their DPs to access e-Voting facility.
3. The voting rights of the Members shall be in proportion to the number of share(s) held by them in the equity share capital of the Company as on the cut-off date being Friday, July 21, 2023.
   In case of joint holders, the Member whose name appears as the first holder in the order of names as per the Register of Members of the Company will be entitled to vote at the AGM.
4. Any person holding share(s) in physical form and non individual shareholders, who become a Member of the Company after sending of the Notice and hold shares as of the cut-off date, may obtain the login ID and password by sending a request to KFintech at [e-mail]. However, if he/ she is already registered with KFintech for remote e-Voting, then he/she can use his/her existing User ID and password for casting the e-vote.
5. In case of individual Members holding shares in demat mode and who become a member of the Company after sending of the Notice and hold share(s) as of the cut-off date may follow steps mentioned below under Login method for remote e-Voting and joining virtual meeting for individual shareholders holding shares in demat mode.
6. The Members who have cast their vote by remote e-voting prior to the AGM may also attend/ participate in the AGM through VC/OAVM but shall not be entitled to cast their vote again.
7. The details of the process and manner for remote e-Voting and AGM are explained herein below:

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