26 Apr 2017 | Livemint.com

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Reliance Infrastructure Ltd.

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Reliance Infrastructure Ltd. Accounting Policy

Corporate Governance Report

Our Corporate Governance Philosophy

Reliance Infrastructure follows the highest standards of corporate governance principles and best practices by adopting the "Reliance Group - Corporate Governance Policies and Code of Conduct" as is the norm for all constituent companies in the group. These policies prescribe a set of systems and processes guided by the core principles of transparency, disclosure, accountability, compliances, ethical conduct and the commitment to promote the interests of all stakeholders. The policies and the code are reviewed periodically to ensure their continuing relevance, effectiveness and responsiveness to the needs of our stakeholders.

Governance practices beyond regulatory requirements

Our governance practices go beyond the mere letter of statutory and regulatory requirements. With this in mind, we have formulated a number of policies and introduced the following set of governance practices:

A. Values and commitments

We have set out and adopted a policy document on 'Values and Commitments of Reliance Infrastructure'. We believe that any business conduct can be ethical only when it rests on the nine core values viz., honesty, integrity, respect, fairness, purposefulness, trust, responsibility, citizenship and caring.

B. Code of ethics

Our policy document on the 'Code of Ethics' demands that our employees conduct the business with impeccable integrity and by excluding any consideration of personal profit or advantage.

C. Business policies

Our Business Policies cover a comprehensive range of issues such as fair market practices, insider information, financial records and accounting integrity, external communication, work ethics, personal conduct, policy on prevention of sexual harassment, health, safety, environment and quality.

D. Separation of the Board's supervisory role from the executive management

In line with the best global practices, we have adopted the policy of separating the Board's supervisory role from the executive management. The posts and role of Chairman and Chief Executive Officer (CEO) are separate.

E. Prohibition of insider trading policy

The code of conduct on prevention of insider trading regulations contains the policy on prohibiting trading in the equity shares of the Company, based on insider or privileged information.

F. Policy on prevention of sexual harassment

Our policy on prevention of sexual harassment aims at promoting a productive work environment and protects individual rights against sexual harassment.

G. Whistle Blower policy

Our Whistle Blower policy encourages disclosure in good faith of any wrongful conduct on a matter of general concern and protects the whistle blower from any adverse personnel action. The policy is also hosted on the website of the Company at http//www.rinfra.com/ir_corporate_ whistleBlowlerPolicy.html.

It is affirmed that no personnel has been denied access to the audit committee.

H. Environment policy

The Company is committed to achieving excellence in environmental performance, preservation and promotion of clean environment. These are the fundamental concerns in all our business activities.

I. Risk management

Our risk management procedures ensure that the management controls various business related risks through the means of a properly defined framework.

J. Boardroom practices

a. Chairman

In line with the highest global standards of corporate governance, the Chairman's role is separated from that of a CEO in managing day to day business affairs.

b. Board charter

The Board of Directors has adopted a comprehensive charter, which sets out clear and transparent guidelines on matters relating to the composition of the Board, the scope and functions of various Board committees, etc.

c. Board committees

Pursuant to the provisions of the Companies Act, 2013 (the Act) and Clause 49 of the Listing Agreement, the Board has constituted Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, Employees Stock Option Compensation Committee, Corporate Social Responsibility Committee, Risk Management Committee and Environment, Health and Safety Committee. The Board rotates the Chairman of these Committees.

d. Selection of independent directors

Considering the requirement of skill sets on the Board eminent people having an independent standing in their respective field/profession, and who can effectively contribute to the Company's business and policy decisions are considered by the Nomination and Remuneration Committee for appointment as Independent Directors on the Board. The Committee, inter alia, considers qualification, positive attributes, area of expertise and number of Directorships and Memberships held in various committees of other companies by such persons. The Board considers the Committee's recommendation and takes appropriate decision.

Every Independent Director, at the first meeting of the Board in which she/he participates as a Director and thereafter at the first meeting of the Board in every financial year, gives a declaration that she/he meets the criteria of independence as provided under law.

e. Tenure of independent directors

Tenure of independent directors on the Board of the Company shall not exceed the time period as per the provisions of the Act, and the Listing Agreement entered into with the Stock Exchanges as amended from time to time.

f. Independent directors' interaction with stakeholders

Members of the Stakeholders Relationship Committee interact with stakeholders on the suggestions and queries of the stakeholders, if any, which are forwarded to the Company Secretary.

g. Lead Independent Director

Recognising the need for a representative and spokesperson for the independent directors, the Board has designated Shri S S Kohli, an Independent Director, as Lead Independent Director for the years 2014-15 and 2015-16.

h. Familiarisation of Board Members

The Board members are periodically given formal orientation and training with respect to the Company's vision, strategic direction and core values including ethics, corporate governance practices, financial matters and business operations. The Directors are facilitated to get familiar with the Company's functions at the operational levels. Periodic presentations are made at the Board and Committee meetings on business and performance updates of the Company, global business environment, business strategy and risks involved. The Board members are also provided with the necessary documents/brochures, reports and internal policies to enable them to familiarize themselves with the Company's procedures and practices.

Periodic updates and training programmes for Board members are also conducted on relevant statutory changes and landmark judicial pronouncements encompassing important laws.

The details of programmes for familiarisation of independent directors is put up on the website of the Company at <http://www.rinfra.com/pdf/> Familiarisation_programme.pdf.

i. Meeting of independent directors with operating teams

The independent directors of the Company meet in executive sessions with the various operating teams as and when they deem necessary. These discussions may include topics such as, operating policies and procedures, risk management strategies, measures to improve efficiencies, performance and compensation, strategic issues for Board consideration, flow of information to directors, management progression and succession and others as the independent directors may determine. During these executive sessions, the independent directors have access to members of the management and other advisors, as the independent directors may determine and deem fit.

j. Commitment of directors

The meeting dates for the entire financial year are scheduled in the beginning of the year and an annual calendar of meetings of the Board and its committees is circulated to the directors. This enables the directors to plan their commitments and facilitates attendance at the meetings of the Board and its committees.

K. Governance practices being followed to promote the interests of our stakeholders

We have introduced several trend setting governance practices to improve stakeholders' satisfaction. Some of the major ones among them are:

1. Customers

Details of bills are made available to customers as E-bills, web bills and as SMS bill alerts. Bill details are also made available on IVR and in customer's choice of language. Customers who wish to do their bit for the environment can opt for the paperless billing service. Bill can be paid using over 2,000 payment avenues, which include net banking, credit/debit card payment, Electronics Clearing Systems (ECS)/ Voluntary Deposit Scheme (VDS), Immediate Payment Service (IMPS), cash cards, mobile wallet and many more. For complaints and queries, the customer has the option of approaching the Company's modern, redesigned Customer Care Centers, call the state-of-the-art 24x7 in multi-lingual (4 languages) call at toll-free Call Centre or write to our e-mail desk: Energy.Helpdesk@ relianceada.com . Reliance Energy also has an official presence on social media platforms that include Facebook, Twitter & YouTube. The Company's customer redressal mechanism includes an Internal Grievance Redressal Forum (IGR) & Consumer Grievance Redressal Forum (CGRF), which is an independent body headed by a retired judge of the High Court. Customers can make enquiries, lodge complaints, view and pay bills and calculate energy consumption through the website. The Company constantly monitors customer satisfaction through surveys and feedbacks

2. Employees

In our pursuit of driving operational excellence and our resolve to make Reliance Infrastructure a great place to work; the focus is on evolving efficient organisation structure, driving capability, leadership building, and developing as well as retaining high quality talent. The Company reviews and revises the HR policies constantly to align to the market and industry benchmarks and to make them increasingly transparent and employee friendly. These policies have been communicated to employees and employee processes have been automated.

The Company has a dedicated service portal which offers various online HR services and facilities to employees. Some of these facilities are; details of current and past salaries, attendance and leave management, goal setting with relevant Key Performance Indicators (KPIs), performance evaluation system, feedback mechanism, grievance redressal system, internal job postings, training and development module, travel management system etc.

The Company conducts an employee engagement survey through an independent external organization, aimed at identifying the areas of strengths as well as those which need improvement. Appropriate action is initiated to enhance employee satisfaction based on their feedback.

We have fortified, transparent, objective and fair performance management system which helps employees in planning their annual goals, assessment of the same at the end of the financial year and developmental performance feedback. The Company has well appreciated rewards and recognition policy values for different degrees of accomplishments.

We have state of the art Training and Development centres, covering Technical as well as Management and Behavioural trainings. Systematic study of Training needs through various methodologies is carried out and effective and customized training programs are developed. The bouquet of programs includes Management Development Programs (MDPs), Initiative for Continuing Education (ICE), Programs for Developing a competency based organization, Technical training program etc.

The Company has institutionalised a leadership development process, linked to Reliance leadership competencies, which identifies high potential talent on a periodic basis and provides various interventions to help them take on larger responsibilities and roles.

3. Shareholders

The Company recognises the importance of two-way communication with shareholders and of giving a balanced report of results and progress and responds to questions and issues raised in a timely and consistent manner. Shareholders seeking information may contact the Company Secretary. They also have an opportunity to ask questions in person at the Annual General Meeting.

4. Lenders

The Company has been prompt in honouring all debt obligations to its lenders.

5. Society

The Company, in keeping with its Corporate Social Responsibility policy, focuses on healthcare, education, and other social initiatives.

L. Role of the Company Secretary in Governance Process

The Company Secretary plays a key role in ensuring that the Board (including committees thereof) procedures are followed and regularly reviewed. The Company Secretary ensures that all relevant information, details and documents are made available to the directors and senior management for effective decision making at the meetings. The Company Secretary is primarily responsible for ensuring compliance with the applicable statutory requirements and is the interface between the management and the regulatory authorities for governance matters. All the directors of the Company have access to the advice and services of the Company Secretary.

M. Independent Statutory Auditors

The Company's accounts are jointly audited by a panel of two leading independent audit firms namely:

1. M/s Haribhakti & Co. LLP, Chartered Accountants.

2. M/s Pathak H D & Associates, Chartered Accountants.

N. Compliance with the code and rules of London Stock Exchange

The Global Depositary Receipts (GDRs) issued by the Company are listed on the London Stock Exchange (LSE). The Company has reviewed the combined code on corporate governance of LSE, though the same is not applicable to the Company. The Company's corporate governance practices substantially conform to these code and rules.

0. Compliance with Clause 49 of the Listing Agreement

The Company is fully compliant with the mandatory requirements of Clause 49 of the Listing Agreement formulated by the Securities and Exchange Board of India.

We present here under our report on compliance with the governance conditions specified in Clause 49 of the Listing Agreement.

1. Board of Directors

1. Board Composition - Board strength and representation

As on March 31, 2015, the Board of Directors comprises of eight directors.

2. Conduct of Board proceedings

The day-to-day business is conducted by the executives and the business heads of the Company under the direction of the Board led by the Chairman. The Board holds minimum four meetings every year to review and discuss the performance of the Company, its future plans, strategies and other pertinent issues relating to the Company.

The Board performs the following specific functions in addition to overseeing the business and the management:

a. Reviewing and guiding corporate strategy, major plans of action, risk policy, annual budgets and business plans; setting performance objectives; monitoring implementation and corporate performance and overseeing major capital expenditures, acquisitions and divestments.

b. Monitoring the effectiveness of the Company's governance practices and making changes as needed.

c. Selecting, compensating, monitoring and, when necessary, replacing key executives and overseeing succession planning.

d. Aligning key executive and board remuneration with the longer term interests of the Company and its shareholders.

e. Ensuring a transparent board nomination process with the diversity of thought, experience, knowledge, perspective and gender in the Board.

f. Monitoring and managing potential conflicts of interest of management, board members and shareholders, including misuse of corporate assets and abuse in related party transactions.

g.Ensuring the integrity of the Company's accounting and financial reporting systems, including the independent audit, and that appropriate systems of control are in place, in particular, systems for risk management, financial and operational control, and compliance with the law and relevant standards.

h. Overseeing the process of disclosure and communications.

i. Monitoring and reviewing Board Evaluation framework.

3. Board meetings

The Board held eight meetings during the financial year 2014-15 on May 19, 2014, July 6, 2014, July 18, 2014, July 19, 2014, November 12, 2014, January 17, 2015, February 14, 2015 and March 4, 2015. The maximum time gap between any two meetings was 116 days and the minimum gap was one day. The meetings are normally held at Mumbai.

The Board periodically reviews compliance reports of all laws applicable to the Company.

4. Secretarial Standards issued by ICSI

Pursuant to the provisions of Section 118 (10) of the Act, compliance with secretarial standards relating to General and Board Meetings specified by the Institute of Company Secretaries of India (ICSI) as approved by the Central Government will become mandatory with effect from July 1, 2015. Notwithstanding the above, the Company has been substantially adhering voluntarily to the other standards issued by the ICSI.

5. Attendance of directors

Attendance of directors at the Board Meetings held during the financial year 2014-15 and the last Annual General

Meeting (AGM) held on September 30, 2014 and the details of directorships (calculated as per the provisions of Section 165 of the Companies Act, 2013), committee chairmanship and committee memberships held by the directors as on March 31, 2015 are as under

Notes:

a. None of the directors holds directorships in more than 20 companies of which directorship in public companies does not exceed 10 in line with the provisions of Section 165 of the Act.

b. None of the directors holds membership of more than 10 committees of the Board, nor, is a Chairman of more than 5 committees of the Board.

c. None of the Independent Directors hold the position of the independent director in more than seven listed companies as required under the clause 49 of the listing agrement.

d. The information provided above pertains to the following committees in accordance with the provisions of Clause 49 of the Listing Agreement: (i) Audit Committee, and (ii) Stakeholders Relationship Committee.

e. The committee membership and chairmanship above excludes membership and chairmanship in private companies, foreign companies and Section 8 companies.

f. Membership of Committees excludes Chairmanship, if any.

The Company's Independent Directors meet at least once in a Year without the attendance of Non-independent Directors and Management Personnel. One meeting of Independent Directors was held on February 14, 2015.

6. Details of directors

The abbreviated resumes of all directors are furnished hereunder:

Shri Anil D. Ambani, 56 years, is the Chairman of our Company, Reliance Communications Limited, Reliance Capital Limited, and Reliance Power Limited. He is also on the board of Reliance Defence Limited and Reliance Defence Technologies Private Limited. He is the President of the Dhirubhai Ambani Institute of Information and Communication Technology, Gandhinagar, Gujarat.

With a master's degree from the Wharton School of the University of Pennsylvania, Shri Ambani is credited with having spearheaded the Reliance Group's first forays into the overseas capital markets with international public offerings of global depository receipts, convertibles and bonds.

Shri Ambani has been associated with a number of prestigious academic institutions in India and abroad. He is currently a member of;

• Member of Wharton Board of Overseers, The Wharton School, U.S.A.

• Member of the Presidents Global Counsel, New York University, USA.

• Member of Advisory Board of Warwick Business School, UK.

• One of the Founders of Indian School of Business (ISB), Hyderabad. ISB has established formal partnership with International Business Schools-Wharton and Kellogg.

The Prime Minister of India nominated Shri Ambani as the Co-Chair from the Indian side of the India-China CEO Forum, Member of the US-India CEO Forum, Member of the Indo - French CEO Forum , Member of the India -Canada CEO Forum.

As on March 31, 2015, Shri Anil D Ambani held 1,39,437 equity shares of the Company.

Shri S Seth, 60 years, is a Fellow Chartered Accountant and a law graduate. He has vast experience in general management. Shri Seth was appointed to the Board on November 24, 2000. Currently, he is the Vice Chairman on the Board of Directors of the Company. Shri S Seth is also on the Board of Reliance Telecom Limited, Reliance Anil Dhirubhai Ambani Group Limited and Reliance Power Limited. As on March 31, 2015, Shri S Seth did not hold any shares of the Company.

Shri R R Rai, 65 years, is a graduate in science and law from the University of Delhi. He joined Life Insurance Corporation of India as a direct recruit officer after a short stint in the Ministry of Works and Housing (now named as the Ministry of Urban Development), New Delhi. He served the Corporation in various important positions, viz. Marketing Manager, Sr. Divisional Manager, Regional Manager in-charge of Public Relations and Publicity and later on in-charge of Personnel and Industrial Relations, Principal, Zonal Training Centre, Gurgaon and Director, Management Development Centre, Mumbai, Zonal Manager (In-charge), Western Zone, Executive Director (Corporate Communication & International Operations), Central Office. He retired from the services of LIC on August 31, 2010.

During his career, Shri Rai was placed in-charge of two branches, one being rural and other metro. He headed two divisions in two different States and was in-charge of the largest zone of the Corporation. He also headed training centres at Zonal and All India level. He handled teams ranging from 40 to 50 people and from 20,000 to 25,000 people comprising both of marketing and administrative staff (excluding agents) as in-charge of branches, divisions and zone. He closely interacted with the people inside the industry and outside viz. dealing with the elite towards the end of the career and poor, downtrodden in the deep rural, semi-urban, urban and metros in the beginning and middle of his career. He made an attempt to contribute towards developing potential and shaping attitudes of personnel during his tenure in the training institutes and aimed at sustaining harmonious relationship among stakeholders.

He participated in premier institute programmes at Indian School of Business, Hyderabad, Administrative Staff College of India, Hyderabad and Management Development Institute, Gurgaon. He also attended the Life Insurance Executive Seminar held in Tokyo and Taipei by Nippon Life Insurance and Cathay Life Insurance.

He is also on the Board of BSES Rajdhani Power Limited and BSES Yamuna Power Limited. He is a member of the Audit and Stakeholder Relationship Committee of the Company.

As on March 31, 2015, Shri R R Rai did not hold any shares of the Company.

Shri S S Kohli, 70 years, was the Chairman and Managing Director of India Infrastructure Finance Company Limited (IIFCL), a wholly owned company of the Government of India, engaged in promotion and development of infrastructure till April 2010. Under his leadership, IIFCL commenced its operations and carved a niche for itself in financing infrastructure projects. The support of IIFCL helped in speedier achievement of financial closure of infrastructure projects in sectors like highways, airports, seaports, power, etc. IIFCL was conferred with the "Most Admired Infrastructure Financier 2010" by KPMG Infrastructure Today. Shri Kohli had long experience as a banker, spanning over 40 years having held positions of Chairman and Managing Director of Punjab and Sind Bank, Small Industries Development Bank of India (SIDBI) and Punjab National Bank (PNB). PNB is one of the largest public sector banks in India. During his chairmanship of PNB, he undertook total transformation of the bank. Under his leadership, PNB became a techno-savvy bank by implementing core banking solution and introducing various technology-based products and services. As a result, PNB became the number one bank among the nationalized Banks in terms of assets, asset quality, technology, profit after tax and return on assets. PNB also emerged as one of the India's Most Trusted Brands and the PNB Group floated three public offerings of capital during his tenure which were highly successful. Shri Kohli held the chairmanship of Indian Banks' Association, a forum for promoting the interest of banks for two terms and was member of several committees associated with financial sector policies. The committees he chaired dealt with a variety of issues relating to small/medium enterprise financing, wilful default in loans, human resources development in the banking industry and reconstruction of distressed small industries, etc. A recipient of several awards including the "Enterprise Transformation Award for Technology" by the Wharton Infosys Limited, the " Bank of the Year Award" by the Banker's Magazine of the Financial Times, London for the year 2000, and also ranked 22nd in the list of India's Best CEOs ranking over the period 1995 to 2011, by the Harvard Business Review.

He is now on the Boards of IDFC Limited, PTC India Financial Services Limited, ACB (India) Limited, IL&FS Financial Services Limited, BSES Yamuna Power Limited, BSES Rajdhani Power Limited, Seamec Limited, Asian Hotels (West) Limited.

He is the Chairman of Audit and Stakeholder Relationship Committees of the Company.

As on March 31, 2015, Shri S S Kohli did not hold any shares of the Company.

Dr V K Chaturvedi, 72, is the former Chairman and Managing Director of Nuclear Power Corporation of India Limited. He has also been a member of the Atomic Energy Commission, Government of India and Chairman of World Association of Nuclear Operators (WANO), Tokyo Centre and also was a Governor in the International WANO Board, London for two years. Dr Chaturvedi is a gold medalist in mechanical engineering from Vikram University and later he did his post-graduation in nuclear engineering from Bhabha Atomic Research Centre training school, Mumbai. He has over 47 years of experience in design, construction, commissioning and operation of nuclear power plants. He was conferred the 'Padma Shri' in the year 2001, one of India's highest civilian awards. He is also a recipient of a number of other prizes and awards. He is a director on the Board of Reliance Power Limited. He is a member of the Stakeholders Relationship Committee of the Company.

As on March 31, 2015, Dr V K Chaturvedi did not hold any shares of the Company.

Shri K Ravikumar, 66 years, is the former Chairman and Managing Director (CMD) of Bharat Heavy Electricals Limited (BHEL), the USD 7 billion organization that ranks among the leading companies of the world engaged in the field of power plant equipment. As CMD, he was responsible for maximizing market-share and establishing BHEL as a total solution provider in the power sector. The Company was ranked 9th in terms of market capitalization in India during his tenure at BHEL. He had handled a variety of assignments during his long career spanning over 36 years. His areas of expertise are design and engineering, construction and project management of thermal, hydro, nuclear, gas based power plants and marketing of power projects.

Shri Ravikumar had the unique distinction of having booked USD 25 billion order for BHEL. His vision was to transform BHEL into a world class engineering enterprise. Towards this, he has been pursuing a growth strategy based on the twin plans of building both capacity and capability and this has resulted in an increase in BHEL's manufacturing capacity from 10,000 MW to 20,000 MW per annum. He also introduced new technologies in the field of coal and gas based power plants for the first time in the country, such as super critical thermal sets of 660 MW and above rating, advance class gas turbines large size CFBC boilers and large size nuclear sets. BHEL has the distinction of having installed over 1,00,000 MW of power plant equipment worldwide.

Shri Ravikumar had also forged a number of strategic tieups for BHEL with leading Indian utilities and corporate like NTPC Limited, Tamilnadu State Electricity Board, Nuclear Power Corporation of India Limited, Spel Conductors Limited, Heavy Engineering Corporation Limited to leverage equipment sales and develop alternate sources for equipment needed for the country. He had guided BHEL's technology strategy to maintain the technology edge in the marketplace with a judicious mix of internal development of technologies with selective external co-operation. He had focused on meeting the customer expectation and has strengthened BHEL's image as a total solution provider.

He possesses M.Tech Degree from the Indian Institute of Technology. Chennai besides Post-Graduate Diploma in Business Administration. He was conferred Alumini Awards from the Indian Institute of Technology, Chennai and the National Institute of Information Technology, Trichy and is at present the Chairman of BOG National Institute of Information Technology, Mizoram. He has published a number of research papers in the fields of power and electronics.

He is also a director on the Board of SPEL Semiconductor Limited. He is a member of the Audit and Stakeholders Relationship Committees of the Company.

As on March 31, 2015, Shri K Ravikumar did not hold any shares of the Company.

Shri V. R. Galkar, 70 years, B.Com, LLB, FCA, is a Practicing Chartered Accountant. Shri V. R. Galkar was former Executive Director (Finance) of Life Insurance Corporation of India (LIC) and he earlier held the office of the Director on the Board of the Company from June 9, 2003 to November 12, 2010. He has vast experience in the field of finance, accounts and audit. He is also on the Board of Crest Ventures Limited. He is a member of the Audit and Stakeholder Relationship Committee of the Company.

As on March 31, 2015, Shri V R Galkar did not hold any shares of the Company.

Ms Ryna Karani, 47 years, is a partner of the ALMT Legal Advocates and Solicitors and part of the firm's corporate and commercial team. She has been practicing as a lawyer since 1994 and is enrolled as Advocate with the Bar Council of Maharashtra & Goa. Prior to joining ALMT Legal in November 2006 Ryna was a partner at another law firm in Mumbai. Her practice includes advising on mergers and acquisitions, joint ventures, private equity and investment funds on a full range of corporate transactions including cross border transactions. She has advised and assisted a number of foreign clients in establishing a presence in India through incorporations of companies and/or establishment of branch/liaison offices. She is a member of the Society of Women Lawyers.

Besides her M&A practice, Ms Ryna Karani advises clients on infrastructure projects including submission and preparation of Request For Proposals (RFP), finalizing tenders, drafting and/or negotiating concession agreements and related documents.

Ms Ryna Karani also regularly advises clients on loan transactions (both Rupee and External Commercial Borrowings), including drafting and negotiating the loan agreements, security and other related documents. She also provides advice on general corporate matters, commercial contracts and has a substantial real estate practice.

She is a member of the Audit Committee of the Company. She also hold directorship in other companies.

As on March 31, 2015, Ms.Ryna Karani holds 100 equity shares of the Company.

7. Insurance coverage

The Company has obtained a Directors and Officers liability insurance coverage in respect of any legal action that might be initiated against the directors.

II. Audit Committee

In terms of Clause 49 of the Listing Agreement as well as Section 177 of the Act, the reconstituted Audit Committee comprises of Shri S S Kohli, Chairman and Shri K Ravikumar, Shri V R Galkar, Ms. Ryna Karani and Shri R R Rai as members. Section 177 of the Act has enlarged the scope of Audit Committee. The terms of reference of the Audit Committee have been specified in the Act.

The Audit Committee, inter alia, advises the management on the areas where systems, processes, measures for controlling and monitoring revenue assurance, internal audit and risk management can be improved. The minutes of the meetings of the Audit Committee are placed before the Board.

Pursuant to the provisions of the Act and Clause 49 of the listing Agreement the Board has approved the terms of reference of the Audit Committee as under:

1. Oversight of the Company's financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;

2. Recommendation for appointment, remuneration and terms of appointment of auditors of the Company;

3. Approval of payment to statutory auditors for any other services rendered by the statutory auditors;

4. Reviewing, with the management, the annual financial statements and auditor's report thereon before submission to the board for approval, with particular reference to:

a. Matters required to be included in the Director's Responsibility Statement to be included in the Board's report in terms of clause (c) of sub-section 3 of section 134 of the Companies Act, 2013

b. Changes, if any, in accounting policies and practices and reasons for the same

c. Major accounting entries involving estimates based on the exercise of judgment by management

d. Significant adjustments made in the financial statements arising out of audit findings

e. Compliance with listing and other legal requirements relating to financial statements

f. Disclosure of any related party transactions

g. Qualifications in the draft audit report

5. Reviewing, with the management, the quarterly financial statements before submission to the board for approval;

6. Reviewing, with the management, the statement of uses/ application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter;

7. Review and monitor the auditor's independence and performance, and effectiveness of audit process;

8. Approval or any subsequent modification of transactions of the Company with related parties;

9. Scrutiny of inter-corporate loans and investments;

10. Valuation of undertakings or assets of the Company, wherever it is necessary;

11. Evaluation of internal financial controls and risk management systems;

12. Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems;

13. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;

14. Discussion with internal auditors of any significant findings and follow up there on;

15. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board;

16. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;

17. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;

18. To review the functioning of the Whistle Blower mechanism;

19. Approval of appointment of CFO (i.e., the whole-time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience and background, etc. of the candidate;

20. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.

The Audit Committee has following powers:

a. To investigate any activity within its terms of reference;

b. To seek any information from any employee;

c. To obtain outside legal and professional advice;

d. To secure attendance of outsiders with relevant expertise, if it considers necessary;

Attendance at the meetings of the Audit Committee held during 2014-15

The Audit Committee held its meetings on May 19, 2014, July 18, 2014, November 12, 2014 and February 14, 2015. The maximum gap between any two meetings was 117 days and the minimum gap was 60 days.

The Chairman of the Audit Committee was present at the last Annual General Meeting of the Company. The meetings considered all the points in terms of reference at periodic intervals.

Shri Ramesh Shenoy, Company Secretary acts as the Secretary to the Audit Committee.

During the year, the Committee discussed with the statutory auditors of the Company, the overall scope and plans for the independent audit. The management represented to the Committee that the Company's financial statements were prepared in accordance with the prevailing laws and regulations. The Committee discussed the Company's audited financial statements, the rationality of significant judgments and clarity of disclosures in the financial statements. Based on the review and discussions conducted with the management and the auditors, the Audit Committee believes that the Company's financial statements are presented in conformity with the prevailing laws and regulations in all material aspects.

The Committee has also reviewed the internal controls put in place to ensure that the accounts of the Company are properly maintained and that the accounting transactions are in accordance with the prevailing laws and regulations. While conducting such reviews, the Committee found no material discrepancy or weakness in the internal control systems of the Company. The Committee also reviewed the financial policies of the Company and expressed its satisfaction with the same. The Committee, after review expressed its satisfaction on the independence of both the internal as well as the statutory auditors.

The Company has appointed M/s V. J. Talati & Co as Cost Auditors pursuant to Section 148 of the Act. The Cost Auditors attend the audit committee meeting wherein cost audit reports are being placed and discussed.

III. Nomination and Remuneration Committee

The reconstituted Nomination and Remuneration Committee in terms of Clause 49 of the listing agreement and Section 178 of the Act, comprises of three directors, viz, Shri V. R. Galkar Chairman, Shri S S Kohli and Shri R R Rai as members.

Shri Ramesh Shenoy, Company Secretary acts as the Secretary to the Nomination and Remuneration Committee. As per Section 178 of the Act and Clause 49 of the Listing Agreement, the terms of reference of the Committee, inter alia, includes the following:

• Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration of the directors, key managerial personnel and other employees;

• process for selection and appointment of new directors and succession plans.

• recommend to the Board from time to time, a compensation structure for directors and the senior management personnel. Presently, the Company has no executive director.

• to identify persons who are qualified to be appointed in Senior Management in accordance with the criteria laid down and to recommend their appointment and/ or removal to the Board.

• to formulate the criteria for evaluation of Independent Directors and the Board and the committees thereof.

• to carry out evaluation of every director's performance.

• to devise a policy on board diversity.

The Company has carried out the evaluation of the Board during the year in terms of the criteria laid down by the Nomination and Remuneration Committee, details of which have been covered in the Directors' Report forming part of this Annual Report.

The Chairman of the Nomination and Remuneration Committee was present at the Annual General Meeting of the Company held on September 30, 2014.

Managerial remuneration policy

The Nomination and Remuneration Committee determine and recommends to the Board, the compensation of the Directors and the Manager.

The key components of the Company's Remuneration Policy are:

a. The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of the quality required to run the Company successfully;

b. Relationship of remuneration to performance is clear and meets appropriate performance benchmarks, and

c. Remuneration to directors, key managerial personnel and senior management involves a balance between fixed and incentive pay reflecting short and long term performance objectives appropriate to the working of the Company and its goals

The Members at the 81st AGM held on December 22, 2010, had approved payment of commission to non-executive directors who were not in whole time employment, upto the limits laid down under the provisions of Section 309(4) of the Companies Act, 1 956, computed in the manner specified in the Act. As per the Circular issued by the Ministry of Corporate Affairs vide its Circular No. 4/2011 dated March 4, 2011 a company can pay commission up to 3 per cent of its net profit to the Non-whole Time Director(s) without approval of the Central Government, if it does not have a Managing Director or Whole Time Director(s). In view of above Circular, the Company can pay Commission up to 3 per cent of net profit to the Non Executive Directors of the Company. The approval of the Members is valid up to March 31, 2016. The proposal for payment of commission in terms of Sections 197, 198 and other applicable provisions, if any, of the Companies Act, 2013 for payment of commission from April 1, 2016 for five years is included in the Notice convening the Annual General Meeting of the Company.

Two meetings of the Nomination and Remuneration Committee were held on July 18, 2014 and November 12, 2014 during the financial year 2014-15.

Criteria for making payments to non-executive directors

The remuneration to non-executive directors is bench marked with the relevant market and performance oriented, balanced between financial and sectoral market, comparative scales, aligned to corporategoals, role assumed and number of meetings attended.

IV. Stakeholders Relationship Committee

In accordance with the requirements of Clause 49 in the Listing Agreement and provisions of the Act, the Company has renamed the existing Shareholders/Investors Grievances Committee as "Stakeholders Relationship Committee" on July 18, 2014, to resolve the grievances of all the stakeholders of the Company. The reconstituted Committee comprises of Shri S S Kohli as Chairman and Shri R R Rai, Dr V K Chaturvedi, Shri K Ravikumar, Shri V R Galkar as members.

V. Compliance Officer

Shri Ramesh Shenoy, Company Secretary is the Compliance Officer for complying with the requirements of various provisions of laws, rules, regulations applicable to the Company including SEBI Regulations and the Listing Agreements executed with the Stock Exchanges.

VI. Employees Stock Option Scheme (ESOS) Compensation Committee

The Board reconstituted the Employees Stock Option Scheme Compensation Committee (' ESOS Compensation Committee') on November 12, 2014. The reconstituted committee comprises of Ms. Ryna Karani as the Chairperson, Shri S S Kohli and Dr V K Chaturvedi as members.

No meeting of the ESOS Compensation Committee was held during the financial year.

Attendance at the meeting of the Stakeholders Relationship Committee held during 2014-15.

During the year, the Stakeholders Relationship Committee held its meetings on May 19, 2014, July 18, 2014, September 30, 2014, November 12, 2014 and February 13, 2015 and the maximum gap between any two meetings was 93 days and the minimum gap was 43 days.

VII. Environment, Health and Safety Committee

The reconstituted Environment, Health and Safety Committee of the Board comprises of Dr V K Chaturvedi as the Chairman, Shri R R Rai and Ms. Ryna Karani as members.

The Committee reviews and oversees the Company's policies, programme and practices that affect or could affect the Company's employees, customers, shareholders, and neighbouring communities. The Committee held its meeting on February 13, 2015, wherein all members attended the meeting. Shri Ramesh Shenoy acts as the Secretary to the Committee.

VIII. Corporate Social Responsibility (CSR) Committee

The Corporate Social Responsibility (CSR) Committee was constituted by the Board on July 18, 2014 pursuant to the requirements of the Act. The Committee reconstituted on November 12, 2014 consists of Shri K Ravikumar as Chairman, Dr V K Chaturvedi and Ms. Ryna Karani as members. The Committee's prime responsibility is to assist the Board in discharging its social responsibilities by way of formulating and monitoring implementation of the framework of 'Corporate Social Responsibility Policy.'

The corporate social responsibility Committee has formulated a Corporate Social Responsibility Policy (CSR policy) indicating the activities to be undertaken by the Company.

During the year, Corporate Social Responsibility Committee held its meetings on November 12, 2014 and February 13, 2015.

IX. Risk Management Committee

Risk Management Committee was constituted by the Board on November 12, 2014 pursuant to the requirements of Clause 49 in the Listing Agreement. Till the constitution of this committee, Audit Committee of the Company was looking after risk management functions of the Company. The Committee consists of Shri V R Galkar, Chairman, Shri S S Kohli, Shri R R Rai, Shri K Ravikumar and Ms. Ryna Karani and other Senior Executives viz. Shri M S Mehta, Shri

64 Madhukar Moolwaney and Shri Prakash Beria as members. The Committee held one meeting on February 14, 2015 and all the Directors who are members of the Committee attended the meeting.

The roles and responsibilities of Risk Management Committee as defined by the Board of Directors (BOD) are as under:

1. Identify and manage existing and new risks in a planned and coordinated manner.

2. Develop a "risk" culture that encourages all staff to identify risks and associated opportunities and to respond to them with effective actions.

3. Provide a sound basis for integrated risk management and internal control as components of good corporate governance.

To realise the risk management policy objective, Reliance Infrastructure Limited aims to ensure that:

4. the acceptance and management of risk is integrated in day to day management of the business;

5. key risks are identified, their potential impact on the achievement of objectives, continuously monitored and managed to an acceptable level;

6. the escalation of risk information is timely, accurate and gives complete coverage of the key risks to support management decision making at all levels;

7. risk is primarily taken and managed by the business entity transacting the business which gives rise to the risk; and

8. all employees actively engage in risk management within their own areas of responsibility

X Means of Communication

a. Quarterly Results:

Quarterly Results are published in Financial Express, English newspaper circulating substantially in whole of India and in Navshakti, Marathi newspaper and are also posted on the Company's website at link: <http://www.rinfra.com/.

b. Media Releases and Presentations: Official media releases are sent to the Stock Exchanges before their release to the media for wider dissemination. Presentations made to media, analysts, institutional investors, etc. are posted on the Company's website.

c. Website: The Company's website: www.rinfra.com  contains a separate dedicated section on 'Investor Relations'. It contains comprehensive database of information of interest to our investors including the Financial Results and Annual Reports of the Company, information on dividend declared by the Company, any price sensitive information disclosed to the regulatory authorities from time to time, business activities and the services rendered/facilities extended by the

Company to our investors, in a user friendly manner. The basic information about the Company as called for in terms of Clause 54 of the Listing Agreement with the stock exchanges is provided on the Company's website and the same is updated regularly.

d. Annual Report: Annual Report containing, inter alia, Notice of annual general meeting, Audited Financial Statement, Consolidated Financial Statements, Directors' Report, Auditors' Report and other important information is circulated to the members and others entitled thereto. The Management Discussion and Analysis Report forms part of the Annual Report and is displayed on the Company's website.

The Companies Act, 2013 and the Rules thereunder facilitate the service of documents to members through electronic means. Accordingly, soft copies of Annual Report including the complete set of financial statements for the year ended March 31, 2015 is sent by an e-mail to all the members whose e-mail IDs are available with Registrar and Transfer Agent of the Company.

e. NSE Electronic Application Processing System (NEAPS): The NEAPS is a web-based system designed by NSE for corporates. The shareholding pattern, corporate governance report, corporate announcements, media results, etc. are also filed electronically on NEAPS

f. BSE Corporate Compliance and Listing Centre ("Listing Centre"): The Listing Centre is web based application designed by BSE for corporates. The Shareholding Pattern, Corporate Governance Report, Corporate Announcement, Media Release etc. are also filed electronically on the Listing Centre

g. Unique Investor helpdesk: Exclusively for investor servicing, the Company has set up a unique investor Help Desk with multiple access modes as under:

Toll free no. (India) : 1800 4250 999

Telephone nos. :+91 40 671 6 1500

Facsimile no. :+91 40 671 6 1791

Email : rinfra@karvy.com  

Post your request : <http://kcpl.karvy.com/adag>

h. Designated email-id: The Company has also designated email-Id: rinfra.investor@relianceada.com  exclusively for investor servicing.

i. SEBI Complaints Redress System (SCORES):

The investors' complaints are also being processed through the centralized web base complaint redressal system titled "SCORES". The salient features of SCORES are availability of centralised data base of the complaints and uploading online action taken reports by the Company. Through SCORES the investors can view online, the actions taken and current status of the complaints.

XIII. Management Discussion and Analysis Report

A Management Discussion and Analysis Report forms part of this annual report and includes discussions on various matters specified under Clause 49 (VIII) (D) of the Listing Agreement.

XIV. Subsidiaries

The Company does not have any material non-listed Indian subsidiary company.

The Company monitors performance of subsidiary companies, inter alia, by the following means:

a. Financial statements, in particular the investments made by unlisted subsidiary companies are reviewed quarterly by the Audit Committee of the Company.

b. Minutes of the meetings of the Board of Directors of all subsidiary companies are placed before the Company's Board regularly.

c. A statement containing all the significant transactions and arrangements entered into by the unlisted subsidiary companies are placed before the Company's Board/Audit Committee.

d. Quarterly review of Risk Management

e. The Company as formulated policy for determining material subsidiaries which is put on Company's website with web link: <http://www.rinfra.com/pdf/> Policy_for_Determining_Material_Subsidiary.pdf. There are no material subsidiaries of the Company in terms of Clause 49 of the Listing Agreement.

XV. Disclosures

a. There has been no non-compliance by the Company on any matter related to capital markets during the last three years. No penalties or strictures have been imposed on the Company by the Stock Exchanges or SEBI or any other statutory authority.

b. Related Party Transactions

During the financial year 2014-15, no transactions of material nature have been entered into by the Company that may have a potential conflict with the interests of the Company.

The Policy on dealing with Related Party Transactions is placed on Company's website at web link: <http://> www.rinfra.com/pdf/Policy_for_Related_Party_  Transaction.pdf

c. Accounting Treatment

Scheme of Amalgamation of Reliance Infraprojects Limited (RInfl) with the Company:

The Hon'ble High Court of Judicature of Bombay had sanctioned the Scheme of Amalgamation of Reliance Infraprojects Limited (RInfra) with the Company on March 30, 201 1 with the appointed date being April 1, 2010. As per the clause 2.3.7 of the Scheme, the Company, as determined by its Board of Directors, is permitted to adjust foreign exchange/hedging/ derivative contract losses/gains debited/credited in the Statement of Profit and Loss by a corresponding withdrawal from or credit to General Reserve.

Pursuant to the option exercised under the above Scheme, net foreign exchange gain of Rs. 117.25 crore (Rs. 101.46 crore) for the year ended March 31, 2015 has been credited to the Statement of Profit and Loss and an equivalent amount has been transferred to General Reserve. Similarly, foreign exchange loss of

Rs. 236.1 1 crore (Rs. 361.32 crore) attributable to finance cost and net loss on account of derivative instruments/forward contracts of Rs. 16.59 crore (Rs. 52.30 crore) have been debited to Statement of Profit and Loss and an equivalent amount has been withdrawn from General Reserve. The Company has been legally advised that crediting of the said amount in Statement of Profit and Loss is in accordance with Schedule III to the Act. Had such transfer/withdrawal not been done, the Profit before tax for the year ended March 31, 2015 would have been lower by Rs. 1 35.45 crore (Rs. 312.16 crore) and General Reserve would have been higher by an equivalent amount. The treatment prescribed under the Scheme override the relevant provisions of Accounting Standard 5 (AS-5) 'Net Profit or Loss for the Period, Prior Period Items and Changes in Accounting Policies'.

Exceptional Items

Pursuant to the Scheme of amalgamation between Western Region Transmission (Maharashtra) Private Limited (WRTM) and Reliance Cement Works Private Limited sanctioned by the Hon'ble High Court of judicature at Bombay on April 25, 2014, WRTM or its successors is permitted to offset any extra ordinary/ exceptional items, as determined by the Board of Directors, debited in the Statement of Profit and Loss by a corresponding withdrawal from General Reserve.

The Company being the successor of WRTM shall now be entitled to all the rights and the privileges of and shall be liable to fulfill all the obligations of and shall follow all the policies applicable to WRTM as if successor was the transferee Company. During the year ended March 31, 2015 the Board of Directors of the Company, in terms of the aforesaid Scheme, determined an amount of Rs. 1,924.15 crore as Exceptional items being loss on reduction in value of Investment in RPTL of Rs. 606.49 crore and write off of investments aggregating to Rs. 1,317.66 crore comprising of investment in Mumbai Metro Transport Private Limited Rs. 59.46 crore and in Delhi Airport Metro Express Private Limited Rs. 1,258.20 crore which have been debited to Statement of Profit and Loss and withdrew an equivalent amount from General Reserve and credited to the Statement of Profit and Loss. The Company has been legally advised that crediting of the said amount in Statement of Profit and Loss is in compliance with Schedule III to the Act.

Had such withdrawal not been done, profit before tax would have been lower by Rs. 1,924.15 crore and General Reserve would have been higher by an equivalent amount. The above treatment prescribed by the Scheme overrides the relevant provisions of Accounting Standard 5 (AS-5) 'Net Profit or Loss for the Period, Prior Period Items and Changes in Accounting Policies'.

EPC Business:

One of the principal businesses of the Parent Company is that of Engineering, Procurement and Construction (EPC) contractors. This activity

is undertaken for both associates and subsidiaries of associates which develop infrastructure such as power plants, transmission lines, etc and for third parties engaged in similar development. The Hon'ble Bombay High Court via Scheme of Amalgamation between Reliance Bhavnagar Power Private Limited, Reliance Jamnagar Power Private Limited and Reliance Infrastructure Engineers Private Limited with the Parent Company on 22nd February 2013 had permitted the Parent Company to account for this business activity without making any distinction whether the Principal (for whom the Parent Company is the contractor) is associate, subsidiary of associate or any third party, the direction being contained in the Scheme. The Parent Company considers that the permitted accounting treatment leads to a more accurate reflection of the results of the working of the Parent Company. Accordingly, the Parent Company has not eliminated any part of the unrealised profits for the year of Rs. 132.19 crore on EPC contracts with associates and subsidiaries of associates in the Consolidated Financial Statements as permitted by the Scheme which overrides the relevant provisions of Accounting Standard 23 (AS-23) "Accounting for Investments in Associates in Consolidated Financial Statements". Had the Parent Company not adopted the above accounting treatment, the profit for the year and carrying cost of investment in associates would have been lower by Rs. 132.19 crore

d. Code of Conduct

The Company has adopted the code of conduct and ethics for directors and senior management. The Code has been circulated to all the members of the Board and senior management and the same has been put on the Company's website at weblink: <http://www>. rinfra.com/ir_corporate_cocDirectors.html. The Board members and senior management have affirmed their compliance with the code and a declaration signed by the Chief Executive Officer of the Company appointed in terms of Companies Act, 2013, is given below:

"It is hereby declared that the Company has obtained from all members of the Board and senior management personnel affirmation that they have complied with the Code of Conduct for Directors and Senior Management of the Company for the year 2014-15."

Sd/- M S Mehta Chief Executive Officer

e. CEO and CFO certification

Shri M S Mehta, CEO and Shri Madhukar Moolwaney, CFO of the Company have provided certification on financial reporting and internal controls to the Board as required under Clause 49 (IX) of the Listing Agreement.

f. SEBI vide Consent Order dated January 14, 2011 disposed of the proceedings initiated against, inter alia, RInfra and their Specified Directors under Section 11, 11 (4) and 11B of SEBI Act, 1992. The Consent Order, inter alia, required payment of settlement charge of Rs. 25 crore jointly and severally by RInfra and its Specified Directors, which has been paid to SEBI by one of the Specified Directors.

XVI Policy on insider trading

The Company has formulated a Code of Conduct for Prevention of Insider Trading and code for fair disclosure of Unpublished Price Sensitive Information ('Code') in accordance with the guidelines specified under SEBI (Prohibition of Insider Trading) Regulations, 2015. The Board has appointed Shri Ramesh Shenoy, Company Secretary as the Compliance Officer under the Code responsible for complying with the procedures, monitoring adherence to the rules for the preservation of price sensitive information, pre-clearance of trade, monitoring of trades and implementation of the Code of Conduct under the overall supervision of the Board. The Company's Code, inter-alia, prohibits purchase and/or sale of shares of the Company by an insider, while in possession of unpublished price sensitive information in relation to the Company and also during certain prohibited periods. The Company's Code is available on the Company's website.

XVII. Compliance of Clause 5A of Listing Agreement

The details of shareholders and the outstanding shares lying in the "Reliance Infrastructure Limited - Unclaimed Suspense Account" as per Clause 5A (II) of the Listing Agreement as on March 31, 2015 are as under:

The voting rights on the shares outstanding in the Suspense Account as on March 31, 2015, shall remain frozen till the rightful owners of such shares claim the shares. Wherever shareholders have claimed the shares, after proper verification, the share certificates were dispatched to them or credited the shares to the respective beneficiary account.

XVIII. General shareholder information

The mandatory and various additional information of interest to investors are voluntarily furnished in a separate section on investor information in this annual report.

Auditor's certificate on corporate governance

The Auditors' certificate on compliance of Clause 49 of the listing agreement relating to corporate governance is published elsewhere in this report.

Review of governance practices

We have in this report attempted to present the governance practices and principles being followed at Reliance Infrastructure Limited, as evolved over a period, and as best suited to the needs of our business and stakeholders.

Our disclosures and governance practices are continually revisited, reviewed and revised to respond to the dynamic needs of our business and ensure that our standards are at par with the globally recognised practices of governance, so as to meet the expectations of all our stakeholders.

XIX. Compliance with non-mandatory requirements

1. The Board

Our Chairman is a non-executive Chairman and is entitled to maintain Chairman's office at the Company's expense and also allowed reimbursement of expenses incurred in performance of his duties.

2. Separate posts of Chairman and CEO

The Company has appointed Shri M S Mehta as CEO of the Company. Thus Company maintains separate posts of Chairman and CEO.

3. Audit Qualifications

There are no audit qualifications on the financial statements of the Company for the year 2014-15.

4. Reporting of Internal Auditor

The internal auditor reports directly to the Audit Committee of the Company.

Investor Information

Important Points

Hold securities in dematerialised form

Investors should hold their securities in dematerialised form as the same is beneficial due to following:-

• A safe and convenient way to hold securities;

• Elimination of risks associated with physical certificates such as bad delivery, fake securities, delays, thefts etc;

• Immediate transfer of securities;

• No stamp duty on electronic transfer of securities;

• Reduction in transaction cost;

• Reduction in paperwork involved in transfer of securities;

• No odd lot problem, even one share can be traded;

• Availability of nomination facility;

• Ease in effecting change of address as change with Depository Participants gets registered with all companies in which investor holds securities electronically;

• Easier transmission of securities as the same done by Depository Participants for all securities in demat account;

• Automatic credit into demat account of shares, arising out of bonus/split/consolidation/merger, etc.

Hold securities in consolidated form

Investors holding shares in multiple folios are requested to consolidate their holdings in single folio. Holding of securities in one folio enables shareholders to monitor the same with ease.

Furnish bank details and get dividend directly credited in bank account

Investors should avail the Electronic Clearing Services for payment of dividend as the same reduces risk attached to physical dividend warrants. Some of the advantages of payment through electronic credit services are as under:

• Avoidance of frequent visits to banks for depositing the physical instruments.

• Prompt credit to the bank account of the investor through electronic clearing.

• Fraudulent encashment of warrants is avoided.

• Exposure to delays/loss in postal service avoided.

• As there can be no loss in transit of warrants, issue of duplicate warrants is avoided.

Printing of bank account numbers, names and addresses of bank branches on dividend warrants provide protection against fraudulent encashment of dividend warrants. Members are requested to provide, the same to the Company's Registar and Transfer Agents (RTA) for incorporation on their dividend warrants.

Register for SMS alert facility

Investor should register with Depository Participants for the SMS alert facility. Both National Securities Depository Limited and Central Depository Services (India) Limited alert investors through SMS of the debits and credits in their demat account.

Submit nomination form and avoid transmission hassle

Nomination helps nominees to get the shares transmitted in their favour without any hassles. Investors should get the nomination registered with the Company in case of physical holding and with their Depository Participants in case of shares held in dematerialised form.

Nomination Form may be downloaded from the Company's website, www.rinfra.com <http://www.rinfra.com> under the section "Investor Relations".

However, if shares are held in dematerialised form, nomination has to be registered with the concerned Depository Participants directly, as per the form prescribed by the Depository Participants.

Deal only with SEBI registered intermediaries

Investors should deal with SEBI registered intermediaries so that in case of deficiency of services, investor may take up the matter with SEBI.

Corporate benefits in electronic form

Investor holding shares in physical form should opt for corporate benefits like split/bonus etc. in electronic form by providing their demat account details to Company's RTA.

Register e-mail address

Investors should register their email address with the Company/ Depositary Participants. This will help them in receiving all communication from the Company electronically at their email address. This also avoids delay in receiving communications from the Company.

Prescribed form for registration may please be downloaded from the Company's website.

Course of action in case of non-receipt of dividend, revalidation of dividend warrant, etc.

Shareholders may write to the Company's RTA, furnishing the particulars of the dividend not received, quoting the folio number/DP Id and Client Id particulars (in case of dematerialised shares). On expiry of the validity period, if the dividend warrant still appears as unpaid on the records of the Company, duplicate warrant will be issued. The Company's RTA would request the concerned shareholder to execute an indemnity bond before issuing the duplicate warrant. However, duplicate warrants will not be issued against those shares wherein a 'stop transfer indicator' has been instituted either by virtue of a complaint or by law, unless the procedure for releasing the same has been completed. Shareholders are requested to note that they have to wait till the expiry of the validity of the original warrant before a fresh dividend warrant/DD/payorder is issued to them, since the dividend warrants are payable at par at several centres across the country and banks do not accept 'stop payment' instructions on the said warrants.

Permanent Account Number (PAN) for transfer of shares in physical form mandatory

SEBI has stated that for securities market transactions and off-market transactions involving transfer of shares in physical form of listed companies, it shall be mandatory for the transferee(s) to furnish copy of PAN card to the Company's RTA for registration of such transfer of shares.

Facility for a Basic Services Demat Account (BSDA)

SEBI has stated that all the depository participants shall make available a BSDA for the shareholders who have only one demat account with (a) No Annual Maintenance charges if the value of holding is up to Rs. 50,000 and (b) Annual Maintenance charges not exceeding Rs. 100 for value of holding from Rs. 50,001 to Rs. 2,00,000. (Refer Circular CIR/MRD/DP/22/201 2 dated August 27, 2012).

GENERAL SHAREHOLDERS INFORMATION

Annual General Meeting

The 86th Annual General Meeting (AGM) of the Company will be held on Wednesday, September 30, 2015 at 2.00 p.m. or soon after the conclusion of the Annual General Meeting of Reliance Communications Limited convened on the same day, whichever is later, at Birla Matushri Sabhagar, 19, New Marine Lines, Mumbai 400 020.

E-voting

The Members can cast their vote online from 10.00 a.m. on September 27, 2015 to 5.00 p.m. on September 29, 2015.

Financial year of the Company

The financial year of the Company is from April 1 to March 31 every year.

Website

The Company's website www.rinfra.com  contains a dedicated section called "Investor Relations". It contains comprehensive data base of information of interest to our investors including the financial results, annual reports, dividend declared, any price sensitive information disclosed to the regulatory authorities from time to time, business activities and the services rendered/ facilities extended to our investors.

Dedicated email id for investors

For the convenience of our investors, the Company has designated an email id for investors i.e. rinfra.investor@ relianceada.com.

Registrar and Transfer Agents (RTA)

Karvy Computershare Private Limited (Unit: Reliance Infrastructure Limited) Karvy Selenium, Tower - B, Plot No. 31 & 32 Survey No. 1 1 6/22, 1 1 5/24, 1 15/25 Financial District, Nanakramguda Hyderabad 500 032, Telangana

 Tel. : +91 40 671 6 1500

Fax : +91 40 6716 1791 Email : rinfra@karvy.com

Toll Free No. (India) 1800 4250 999

Post your request: <http://kcpl.karvy.com/adag>

Shareholders/Investors are requested to forward share transfer documents, dematerialisation requests through their Depository Participant (DP) and other related correspondence directly to the Company's RTA at the above address for speedy response.

Dividend announcements

The Board of Directors of the Company has recommended a Dividend of Rs. 8.00 [80 per cent] per equity share of the Company for the financial year ended March 31, 2015, subject to declaration by shareholders at the ensuing Annual General Meeting (AGM). The dividend, if declared, will be paid after the Meeting.

Book closure dates for the purpose of dividend and AGM

Register of Members and Share Transfer Books of the Company will remain closed from Saturday, September 19, 2015 to Wednesday, September 30, 201 5 (both days inclusive) for the purpose of AGM as well as to determine the entitlement of shareholders to receive the dividend if declared, for the year ended March 31, 2015.

Dividend on Equity Shares as recommended by the Directors for the financial year ended March 31, 2015, when declared at the AGM will be paid to:

Dividend Remittance

i. all those equity shareholders, whose names appear in the Register of Members as on September 18, 2015, and

ii. those whose names appear as beneficial owners as on September 18, 2015, as furnished by the National Securities Depository Limited and Central Depository Services (India) Limited for the purpose.

Modes of payment of dividend

The dividend is paid under two modes viz:

• Credit to the Bank account via Electronic Clearing Service

- ECS (Electronic Clearing Service)

- NECS (National Electronic Clearing Services)

- NEFT (National Electronic Funds Transfer)

- RTGS (Real Time Gross Settlement)

- Direct Credit

• Dispatch of physical dividend warrant

Shareholders are requested to avail the Electronic Clearing Service for payment of dividend as the same is immensely beneficial to them and considerably reduces risk attached to physical dividend warrants.

Unclaimed dividend

i. Transfer to the Central Government

Pursuant to Section 205A of the Companies Act, 1956, unclaimed dividends up to and including for the financial year 1 994-95 have been transferred to the General Revenue Account of the Central Government.

The shareholders who have not encashed their dividend warrants relating to financial year(s) up to 1994-95 are requested to claim the amounts from the Registrar of Companies, Maharashtra, CGO Complex, 2nd Floor, "A" Wing, CBD Belapur, Near RBI Building, Navi Mumbai 400 614 Telephone: (022) 2757 6802 in the prescribed form which will be furnished by the Company on request.

ii. Transfer to the Investor Education and Protection Fund (IEPF)

The dividends for the years 1995-96 to 2006-07 (final) remaining unclaimed for 7 years from the date of declaration have been transferred to IEPF established by the Government of India pursuant to Section 205C of the Companies Act, 1956. Consequently, no claim shall lie against the said Fund or the Company in respect of any amounts which were unclaimed and unpaid for a period of 7 years from the date it first become due for payment.

As Section 125 of the Companies Act, 2013 has not yet been notified, provisions of Section 205C of the Companies Act, 1956 still applies for transferring amounts to IEPF established by the Government of India.

iii. Dividend to be transferred to the Investor Education and Protection Fund (IEPF)

The dividend for the following years remaining unclaimed for 7 years from the date of declaration are required to be transferred by the Company to IEPF and the various dates for transfer of such amounts are as under:

The Company has uploaded the details of unpaid and unclaimed dividend on the website of the Company in terms of the requirements of the Investor Education and Protection Fund (uploading of information regarding unpaid and unclaimed amounts lying with the companies) Rules, 2012. Members are requested to note that no claims shall lie against the Company or the IEPF in respect of any amounts which were unclaimed and unpaid for a period of seven years from the date that they first became due for payment and no payment shall be made in respect of any such claim.

Dematerialization of shares

The Company was among the first few companies to admit its shares to the depository system of National Securities Depository Limited (NSDL) for dematerialization of shares. The International Securities Identification Number (ISIN) allotted to the Company is INE036A01016. The Company was the first to admit its shares and also the first to go 'live' on to the depository system of Central Depository Services (India) Limited (CDSL) for dematerialization of shares. The equity shares of the Company are compulsorily traded in dematerialized form as mandated by the Securities and Exchange Board of India (SEBI).

Status of dematerialization of Shares

As on March 31, 2015, 98.21 per cent of the Company's equity shares are held in dematerialised form Share transfer system

Shareholders/investors are requested to send share certificate(s) along with the share transfer deed in the prescribed form SH-4 duly filled in, executed and affixed with the share transfer stamp(s), to the Company's RTA. If the transfer documents are in order, the transfer of shares is registered within 7 days of receipt of transfer documents by the Company's RTA.

Odd lot shares scheme for small shareholders

In view of the difficulty experienced by the shareholders of the Company in selling their odd lot shares in the stock market and to mitigate the hardships caused to them, the Reliance Group has framed a scheme for the purchase and disposal of odd lot equity shares at the prevailing market price. The scheme has been launched and is available to shareholders of Reliance Infrastructure Limited, who hold up to 49 shares in physical form. The shareholders who wish to avail the above facility can contact the Registrar and Transfer Agent of the Company.

Legal proceedings

There are certain pending cases relating to disputes over title to shares, in which the Company has been made a party. These cases are however, not material in nature.

Stock Exchange listings

The Company's equity shares are actively traded on BSE and NSE.

Listings on Stock Exchanges Equity Shares

BSE Limited

Phiroze Jeejeebhoy Towers Dalal Street, Fort Mumbai 400001

Website : www.bseindia.com  

National Stock Exchange of India Limited

Exchange Plaza Plot No C/1, G Block Bandra-Kurla Complex Bandra (East), Mumbai 400 051

Website : www.nseindia.com

Stock Codes

BSE Limited :500390

National Stock Exchange of India Limited :RELINFRA

ISIN for equity shares :INE036A01016

An Index Scrip:

Equity Shares of the Company are included in the indices viz. BSE-100, BSE-200, BSE-500, BSE-Power, S&P BSE GREENEX, BSE Dollex, CNX Infrastructure, CNX Service Sector,

Nifty Midcap 50

Global Depositary Receipts (GDRs)

The London Stock Exchange (LSE) 10, Paternoster Square London EC4M 7 LS, United Kingdom Telephone : 0044-020-7797 1000 Fax : 0044-020-7334 8954

e-mail : irinfo@londonstockexchange.com  Website : www.londonstockexchange.com

1. Depositary

The Bank of New York Mellon Corporation

101 Barclay Street, 22nd Floor New York NY 10286 USA

2. Domestic Custodian

ICICI Bank Limited, Securities Market Services Empire Complex, F7/E7 1 st Floor 414 Senapati Bapat Marg Lower Parel, Mumbai 400 013

Security Codes of GDRs

Master Rule 144A GDRs Master Regulation S GDRs

CUSIP 75945E109 Y09789119

ISIN US75945E1091 USY097891193

Common Code 6099853 6099853

Note:

The GDRs of the Company are traded on the electronic screen based quotation system, the SEAQ (Securities Exchange Automated Quotation) International, on the portal system of the NASDAQ of the U.S.A. and also over the counter at London, New York and Hong Kong.

Outstanding GDRs of the Company, conversion date and likely impact on equity

Outstanding GDRs as on March 31, 2015 represent 50,50,586 equity shares constituting 1.92% of the paid-up equity share capital of the Company.

Debt Securities

The Debt Securities of the Company are listed on the Wholesale Debt Market (WDM) Segment of BSE and NSE.

Debenture Trustees

Axis Trustee Services Limited Axis House C-2, Wadia International Centre Pandurang Budhkar Marg, Worli Mumbai 400 025

IDBI Trusteeship Services Limited Asian Building, Ground Floor 17 R Kamani Marg Ballard Estate Mumbai 400 001

Payment of Listing Fees and Depository Fees

Annual Listing fees for the year 2015-16 have been paid by the Company to the stock exchanges.

Key Financial Reporting Dates for the Financial Year 2015-16

Unaudited results for :

the first quarter ending June 30, 2015 : On or before August 14, 2015

the second quarter/half year ending September 30, 2015 : On or before November 14, 2015

the third quarter/nine months ending December 31, 2015 : On or before February 14, 2016

Audited results for the financial year 2015-16 : On or before May 30, 2016

Depository services

For guidance on depository services, shareholders may write to the Registrar and Transfer Agent (RTA) of the Company or National Securities Depository Limited, Trade World, A Wing, 4th and 5th Floors, Kamala Mills Compound, Lower Parel, Mumbai 400 013, website: www.nsdl.co.in or Central Depository Services (India) Limited, Phiroze Jeejeebhoy Towers, 16th Floor, Dalal Street, Mumbai, 400 001 website: www.cdslindia.com

Communication to members

The quarterly financial results of the Company were announced within 45 days of the end of the respective quarter during the year under review. The Company's media releases and details of significant developments are made available on the Company's website: www.rinfra.com under "Investor Relations" These are also published in leading newspapers.

Reconciliation of share capital audit

The Securities and Exchange Board of India has directed that all issuer companies shall submit a report reconciling the total shares held in both the depositories viz. NSDL and CDSL and in physical form with the total issued/paid up capital. The said certificate, duly certified by a qualified Chartered Accountant is submitted to the stock exchanges where the securities of the Company are listed within 30 days of the end of each quarter and the certificate is also placed before the Board of Directors of the Company.

Investor correspondence may be addressed to the Registrar and Transfer Agent of the Company

Shareholders/Investors are requested to forward documents related to share transfer, dematerialisation requests (through their respective Depository Participant) and other related correspondences directly to Karvy Computershare Private Limited at the below mentioned address for speedy response:

Karvy Computershare Private Limited (Unit: Reliance Infrastructure Limited) Karvy Selenium, Tower - B, Plot No. 31 & 32 Survey No. 1 1 6/22, 1 1 5/24, 1 15/25 Financial District, Nanakramguda Hyderabad 500 032, Telangana

Shareholders/Investors may send the above correspondence at the following address:

Queries relating to financial statements of the Company may be addressed to:

The Chief Financial Officer

Reliance Infrastructure Limited

H Block, 1st Floor, Dhirubhai Ambani Knowledge City Navi Mumbai 400 710

Telephone : +91 22 3009 8531 Fax : +91 22 3009 8528

Email rinfra.investor@relianceada.com

Correspondence on investor services may be addressed to:

The Company Secretary

Reliance Infrastructure Limited

H Block, 1st Floor, Dhirubhai Ambani Knowledge City Navi Mumbai 400 710

Telephone : +91 22 3009 8181 Fax : +91 22 3009 8128

Email : rinfra.investor@relianceada.com

Plant Locations

Dahanu Power Plant

BSES Nagar Dahanu Road 401 602 Thane District Maharashtra

Samalkot Power Plant

Industrial Devp. Area Pedapuram Samalkot 533 440 Semandhara

Goa Power Plant

Opp. Sancoale Industrial Estate Zuarinagar 403 726 Sancoale Mormugao, Goa

Wind Farm

Near Aimangala 577 558 Chitradurga District Karnataka