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Reliance Communications Ltd.

BSE: 532712 | NSE: RCOM |

Represents Equity.Intra - day transactions are permissible and normal trading is done in this category
Series: EQ | ISIN: INE330H01018 | SECTOR: Telecommunications - Service

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Annual Report

For Year :
2018 2017 2016 2015 2014 2013 2012 2011 2010

Director’s Report

Dear Shareowners,

The Directors present the 14th Annual Report and the audited financial statement for the financial year ended March 31, 2018.

Financial results

The financial results of the Company for the year ended March 31, 2018 is summarised below:

Particulars

Financial Year ended March 31, 2018

* Financial Year ended March 31, 2017

Rs. in crore

US$ in million**

Rs. in crore

US$ in million**

Total income

2,231

342

3,537

545

Gross profit /(Loss) before depreciation, amortisation and

264

41

347

54

exceptional items

Less:

Depreciation and amortization

200

31

216

33

Profit/ (Loss) before Tax

64

10

131

21

Less: Provision for:

Current tax / Excess provision for Tax of earlier years

1

0.15

-

-

Deferred Tax charge/ (credit)

-

-

(94)

(14)

Profit / (Loss) after tax

63

10

225

35

Profit / (Loss) after tax from Discontinued Operations

(9,933)

(1,524)

(2,021)

(312)

Other Comprehensive Income

Re-measurement Gain/ (Loss) of defined benefit plans (Net of tax)

3

0.46

(1)

(0.15)

Total Comprehensive Income

(9,867)

(1,514)

(1,797)

(277)

Add : Balance brought forward from previous year

(7,163)

(1,099)

(5,366)

(827)

Profit available for appropriation

-

-

-

-

Balance carried to Balance Sheet

(17,030)

(2,613)

(7,163)

(1,104)

‘Figures of previous year have been regrouped and reclassified, wherever required.

** Exchange Rate Rs.65.1 75 = US$ 1 as on March 31, 2018 (Rs.64.85 = US$ 1 as on March 31, 2017).

Financial Performance

During the year under review, your Company has earned income of Rs.2,231 crore against Rs.3,537 crore in the previous year. The Company has incurred a loss of Rs.9,867 crore (including loss from discontinuation of wireless business of Rs.9933 crore) for the year as compared to loss of Rs.1,797 crore in the previous year. The performance and financial position of the subsidiary companies and associate companies are included in the consolidated financial statement of the Company and presented in the Management Discussion and Analysis Report forming part of this Annual Report.

Dividend

During the year under review, the Board of Directors has not recommended dividend on the equity shares of the Company. The Dividend Distribution Policy of the Company is annexed herewith as Annexure A to this Report.

Business Operations

The Company together with its subsidiary Global Cloud Xchange Limited (GCX), is a leading global communications services provider with businesses including a vast global subsea network; a global on-net Cloud ecosystem; extensive India and global enterprise business; India Data Center Business (IDC) and India National Long Distance Business (NLD).

The Company specializes in Enterprise telecommunications service provider and is at the forefront of enabling digital revolution across India and globally, with focus on the Emerging Markets of Asia Pacific and the Middle East. The Company continues to build on its global platform designed to power the future digital ecosystem. Based on one of the most extensive subsea and terrestrial fiber optic networks in the world and a global services platform, the Company is putting together the very fabric that will deliver the next generation of applications and services to Enterprises, Carriers, OTTs and government entities.

Scheme of Arrangements

1. Sistema Shyam Teleservices Limited

The Board of Directors of the Company at its meeting held on October 31 , 201 7 took on record the Orders of Hon’ble High Courts for demerger of Indian Telecom business of Sistema Shyam Teleservices Ltd (SSTL) into the Company and allotted 10% equity of the Company to SSTL, as per Scheme. Under the terms of the agreement entered into between the Company and SSTL, the Company acquired the telecommunications business of SSTL including its licenses. In addition, the Company acquired 30 MHz of the most valuable and superior 800 / 850 MHz band spectrum, ideally suited for 4G LTE services and other evolving technologies. This resulted in extension of the validity of Company’s spectrum portfolio in the 800 / 850 MHz band in eight important Circles (Delhi, Gujarat, Tamil Nadu, Karnataka, Kerala, Kolkata, UP-West and West Bengal) by a period of 12 years, i.e. from 2021 to 2033.

2. Reliance Telecom Limited

The Board had approved the Scheme of Arrangement for demerger of Wireless Undertaking of Reliance Telecom Limited, a wholly owned subsidiary company, into the Company on June 24, 201 6. The Hon’ble High Court of Judicature at Bombay had sanctioned the said Scheme on October 27, 2016. The Company has applied to the Department of Telecommunications (DoT) for its approval to the Scheme, which is condition precedent before giving effect to the Scheme. The Scheme would be made effective upon receiving the approval of the DoT.

3. Demerger of Wireless undertaking to Aircel Group

The Board had approved the demerger and transfer of Wireless Business including the investments held by the Company in its subsidiary companies to Aircel Limited and Dishnet Wireless Limited by way of Scheme of Arrangement (Scheme) on September 14, 2016. In view of legal and regulatory uncertainties which caused inordinate delay in receipt of relevant approvals for the Scheme, the parties to the merger agreement agreed to lapse Scheme and accordingly withdrawn the Scheme from National Company Law Tribunal in October, 2017.

Debt Restructuring Plan and Asset Monetisation

As reported in previous year, the lenders of the Company and its subsidiaries namely Reliance Telecom Limited and Reliance Infratel Limited (RCom Group) at their meeting held on June 2, 2017 constituted a Joint Lenders Forum (“JLF”) with State Bank of India as the Convener, and invoked the SDR Scheme for RCom Group, in accordance with the then guidelines issued by RBI.

RCom Group has taken several significant and constructive steps to reduce debt and liabilities and improve the long-term sustainability. RCom Group has worked closely with all the Lenders and their advisors to run a competitive process in a transparent manner, to monetize the wireless spectrum, towers, fiber, media convergence nodes (MCNs), real estate assets and other asset(s)/undertaking(s) including development of prime real estate asset situated at Navi Mumbai.

The Company expects the transactions to close in a phased manner by last quarter of 2018. The proceeds comprise primarily of cash payment and include transfer of deferred spectrum installments payable to the Department of Telecommunication (DoT). The Company will utilise the proceeds of the monetisation of this cash deal solely for pre-payment of debt to its lenders.

Post success of proposed asset monetization, your Company’s continuing operations will comprise of stable and profitable B2B focused businesses, including Indian and Global Enterprise, Internet Data Centres and the largest private subsea cable network in the world.

During the year under review, Hon’ble National Company Law Tribunal (NCLT), Mumbai had, overruled the objections of the Company and lenders represented by State Bank of India as lead member, vide its order dated May 15, 2018 and admitted applications filed by an operational creditor for its claims against the Company and its subsidiaries - Reliance Telecom Limited (RTL) and Reliance Infratel Limited (RITL), thereby admitting the Company, RTL and RITL to debt resolution process under the Insolvency and Bankruptcy Code, 2016 (IBC). As a consequence, Interim Resolution Professionals (IRPs) were appointed in the Company, RTL and RITL vide NCLT’s orders dated May 18, 2018. The Company along with the lenders filed an appeal before Hon’ble National Company Law Appellate Tribunal (NCLAT) challenging the orders of NCLT admitting the Company to IBC proceedings. The Hon’ble NCLAT, vide its order dated May 30, 2018, stayed the order passed by NCLT and consequently, the Board stands reinstated.

Management Discussion and Analysis

Management Discussion and Analysis Report for the year under review as stipulated under Regulation 34(2)(e) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) is presented in a separate section forming part of this Annual Report.

Non Convertible Debentures

During the year under review, the Company has not issued any Non-Convertible Debentures.

Deposits

The Company has never accepted any deposit from the public falling within the ambit of Section 73 of the Companies Act, 2013 (“the Act”) and the Companies (Acceptance of Deposits) Rules, 2014.

Particulars of Investments

Pursuant to the provisions of Section 186 of the Act, the details of the Investments made by the Company are provided in the unabridged standalone financial statement under Notes No. 2.03 and 2.08.

Subsidiary and Associate Companies

The performance and financial position of the major subsidiary companies are presented in Management Discussion and Analysis Report forming part of this Annual Report. Also, a report on the performance and financial position of each of the subsidiary companies and associate companies as per the Act is provided in the consolidated financial statement. The Policy for determining material subsidiary companies can be accessed on the Company’s website at the link http://www.rcom.co.in/Rcom/about-us/ investor-relations/corporate-governance.html.

Consolidated Financial Statement

The Audited Consolidated Financial Statement for the financial year ended March 31, 2018, incorporating the results of the operations of all subsidiary companies and associate companies, have been prepared in accordance with Indian Accounting Standard (Ind AS) - 110 on ‘Consolidated Financial Statement’ read with Ind AS-28 on ‘Investments in Associates and Joint Ventures’, notified under the Act, read with the Accounting Standards Rules as applicable and same is in compliance with the Companies Act, 2013.

Directors

During the year under review, the Board of Directors have appointed Smt. Chhaya Virani and Smt. Ryna Karani as Independent Directors w.e.f. November 11, 2017. The Company has also appointed Shri Manikantan V., Chief Financial Officer (CFO) and Shri Suresh Rangachar as Directors of the Company w.e.f October 2, 2017 and November 11, 2017 respectively, liable to retire by rotation. Shri Punit Garg, President, Telecom Business has been appointed as an Executive Director of the Company w.e.f October 2, 201 7. The Board of Directors at their meeting held on July 18, 2018 has proposed Smt. Manjari Kacker, Non Independent Director for appointment as an Independent Director of the Company based on her fulfilling criteria of independence as provided under Section 149(6) of the Act.

In terms of the provisions of the Companies Act, 2013, no director of the Company retires by rotation at the ensuing AGM.

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

The details of programme for familiarization of Independent Directors with the Company, nature of the industry in which the Company operates and related matters are placed on the website of the Company at the link http://www.rcom.co.in/Rcom/ about-us/investor-relations/corporate-governance.html.

Key Managerial Personnel

During the year under review, Shri Punit Garg, President Telecom Business was appointed as the Executive Director and Shri Manikantan V, CFO was elevated and appointed as Director and CFO of the Company. Shri Prakash Shenoy, Company Secretary ceased as Manager of the Company w.e.f. October 18, 2017.

Evaluation of Directors, Board and Committees

The Company has devised a policy for performance evaluation of the individual directors, Board and its Committees, which includes criteria for performance evaluation. Pursuant to the provisions of the Act and Regulation 17(10) of Listing Regulations, the Board has carried out an annual performance evaluation of its own performance, the individual directors as well as the evaluation of working of the Committees of the Board. The Board performance was evaluated based on inputs received from all the Directors after considering criteria such as Board composition and structure, effectiveness of processes and information provided to the Board etc. A separate meeting of the Independent Directors was also held during the year for evaluation of the performance of non-independent Directors, performance of the Board as a whole and that of the Chairman.

The Nomination and Remuneration Committee has also reviewed the performance of the individual directors based on their knowledge, level of preparation and effective participation in Meetings, understanding of their roles as directors etc.

Policy on appointment and remuneration for Directors, Key Managerial Personnel and Senior Management Employees

The Nomination and Remuneration Committee of the Board has devised a policy for selection and appointment of Directors, Key Managerial Personnel and Senior Management Employees and their Remuneration. The Committee has formulated the criteria for determining qualifications, positive attributes and independence of a Director, which has been placed on the Company’s website. The policy on the above is attached as Annexure B.

Directors’ Responsibility Statement

Pursuant to the requirements under Section 134(5) of the Act with respect to Directors’ Responsibility Statement, it is hereby confirmed that:

i. In preparation of the annual accounts for the financial year ended March 31, 2018, the applicable Accounting Standards had been followed along with proper explanation relating to material departures, if any;

ii The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2018 and of the loss of the Company for the year ended on that date;

iii The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv The Directors had prepared the annual accounts for the financial year ended March 31, 2018 on a ‘going concern’ basis;

v The Directors had laid down internal financial controls to be followed by the Company and such financial controls are adequate and are operating effectively, and

vi The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Contracts and Arrangements with Related Parties

All contracts/ arrangements/ transactions entered into by the Company during the financial year under review with related parties were on an arm’s length basis and in the ordinary course of business. There were no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons, which may have a potential conflict with the interest of the Company at large.

All Related Party Transactions were placed before the Audit Committee for approval. Omnibus approval of the Audit Committee was obtained for the transactions which were of a repetitive nature. The transactions entered into pursuant to the omnibus approval so granted were reviewed and statements giving details of all related party transactions were placed before the Audit Committee on a quarterly basis. The policy on Related Party Transactions as approved by the Board is uploaded on the Company’s website at the link http://www. rcom.co.in/Rcom/about-us/investor-relations/corporate-governance.html. None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company.

Material Changes and Commitments, if any, affecting the financial position of the Company

Except as disclosed in this report, there were no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year and the date of this report.

Meetings of the Board

A calendar of Meetings is prepared and circulated in advance to the Directors. During the year, Nine Board Meetings were held, details of which are given in the Corporate Governance Report forming part of this report.

Audit Committee

The Audit Committee of the Board consists of Independent Directors namely Shri R. N. Bhardwaj, Chairman, Shri A. K. Purwar, Prof. J. Ramachandran, Shri Deepak Shourie, Smt. Ryna Karani, Smt. Chhaya Virani and Non Independent Directors Smt. Manjari Kacker, Shri Punit Garg, Shri Manikantan V, as members. During the year, all the recommendations made by the Audit Committee were accepted by the Board.

Auditors and Auditors’ Report

At the 12th Annual General Meeting (AGM) held on September 27, 2016, M/s. Pathak H.D. & Associates, Chartered Accountants were appointed as the statutory auditors of the Company to hold office till the conclusion of the 17th AGM. Pursuant to the provisions of Section 139 of the Act and the Companies (Audit and Auditors) Rules, 2014, M/s. Pathak H.D. & Associates, Chartered Accountants, the Statutory Auditors of the Company have been appointed as Auditors for a term of 5 years. The Company has received a confirmation from the said Auditors that they are not disqualified to act as the Auditors and are eligible to hold the office as Auditors of the Company.

The Auditors in their report to the members have given a qualified opinion and the response of Board with respect to it is as follows:

Considering all factors including admitting the companies to debt resolution process under the IBC, the Company, with a view to reflecting fairly the position for the purpose of presentation in respect of the Company’s obligation for interest and without implying in any way that the terms of lending by the banks and other lenders are altered, has not provided interest of Rs.3,055 crore (Rs.3,609 crore in case of consolidated) during the year. Had the Company provided interest, the loss would have been higher by Rs.3,055 crore (Rs.3,609 crore in case of consolidated) for the year ended March 31, 2018.

The observations and comments given by the Auditors in their report read together with notes on financial statements are self explanatory particularly Note No. 2.50 ( standalone financials) and Note No. 2.54 (consolidated financials) and hence the same to be treated as explanation provided under Section 134 of the Act.

The audited financial statement drawn up both on standalone and consolidated basis for the financial year ended March 31, 2018, in accordance with the requirements of the Ind-AS Rules.

Cost Auditors

Pursuant to the provisions of the Act and the Companies (Cost Records and Audit) Rules, 2014, the Board of Directors have appointed M/s. V. J. Talati & Co., Cost Accountants, as the Cost Auditors to conduct cost audit for the telecommunications businesses of the Company for the financial year ending March 31, 2019, subject to the remuneration being ratified by the shareholders at the ensuing AGM of the Company.

Secretarial Standards

During the year under review, the Company has complied with the applicable Secretarial Standards issued by The Institute of Company Secretaries of India.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had appointed M/s. Ashita Kaul & Associates, Company Secretaries in Practice to undertake the Secretarial Audit of the Company. There is no qualification, reservation or adverse remark made in their Secretarial Audit Report submitted to the Company. The Secretarial Audit Report is attached herewith as Annexure C.

Extract of Annual Return

Extract of the Annual Return as on March 31, 2018 of the Company in Form - MGT-9 is attached herewith as Annexure D.

Particulars of Employees and related disclosures

(a) Employees Stock Option Scheme

During the year under review, the Company has not granted any Options to the employees of the Company. Employees Stock Option Scheme (ESOS) was approved and implemented by the Company and Options were granted to the employees under “ESOS Plan 2008” and “ESOS Plan 2009” in accordance with earlier guidelines applicable to ESOS.

During the year under review, ESOS Plan 2008 has completed ten years tenure and all its outstanding Options were lapsed.

The ESOS Compensation Committee of the Board monitors the Employees Stock Option Scheme. The existing ESOS Scheme and Plan are in compliance with the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 (SEBI ESOS Regulations).

The Company has received a certificate from the auditors of the Company that the ESOS Plan 2009 has been implemented in accordance with the SEBI ESOS Regulations and as per the resolution passed by the members of the Company authorising issuance of the said Options. The other details as required under SEBI ESOS Regulations are disclosed on Company’s website at www. rcom.co.in/investorrelations/corporategovernance.

(b) Other Particulars

In terms of the provisions of Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (the Rules), as amended, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said Rules are provided in the Annexure to the Directors’ Report. Disclosures relating to the remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Rules, are also provided in the Annual Report, which forms part of this Report.

However, having regard to the provisions of Section 136 of the Act, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. The said information is available for inspection at the registered office of the Company on all working days, except Saturdays between 11.00 A.M. and 1.00 P.M. upto the date of the Annual General Meeting. Any member interested in obtaining the same may write to the Company Secretary. Upon receipt of such request the information shall be furnished.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

As the Company does not carry on any manufacturing activity, being a telecommunications service provider, most of the information of the Company as required under Section 134(3) (m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 are not applicable. However, the information as applicable has been given in the Annexure E forming part of this Report.

Corporate Governance

The Company has adopted the “Reliance Group-Corporate Governance Policies and Code of Conduct” which sets out the systems, process and policies conforming to the international standards. The report on Corporate Governance as stipulated under Regulation 34(3) read with Para C of Schedule V of the Listing Regulations is presented in separate section forming part of this Annual Report

A Certificate from the auditors of the Company M/s. Pathak H.D. & Associates, Chartered Accountants conforming compliance to the conditions of Corporate Governance as stipulated under Para E of Schedule V of the Listing Regulations, is enclosed to this Report.

a) The disclosures required under Schedule V of the Act as applicable to Shri Punit Garg as an Executive Director are given below:

(i) Remuneration comprises of salary, allowances and other perquisites - Rs.233 Lakhs per annum.

(ii) Details of fixed component and performance linked incentives along with the performance criteria -Annual increment / performance linked incentive, as may be decided by the Board of Directors pursuant to recommendation of the Nomination and Remuneration Committee based on his performance and the performance of the Company and as per the Company Policy.

(iii) Service, contracts, notice period, severance fees -He has a binding service contract with functions and duties of an Executive Director.

(iv) Stock option details, if any, and whether the same has been issued at a discount as well as the period over which accrued and over which exercisable -Not Applicable.

b) The disclosures required under Schedule V of the Act as applicable to Shri Manikantan V. as a Director and Chief

Financial Officer are given below:

(i) Remuneration comprises of salary, allowances and other perquisites - Rs.178 Lakhs per annum.

(ii) Details of fixed component and performance linked incentives along with the performance criteria -Annual increment / performance linked incentive, as may be decided by the Board of Directors pursuant to recommendation of the Nomination and Remuneration Committee based on his performance and the performance of the Company and as per the Company Policy.

(iii) Service, contracts, notice period, severance fees -He has a binding service contract with functions and duties of a Director and Chief Financial Officer.

(iv) Stock option details, if any, and whether the same has been issued at a discount as well as the period over which accrued and over which exercisable -Not Applicable

Whistle Blower (Vigil Mechanism)

In accordance with Section 177 of the Act and the Listing Regulations, the Company has formulated a Vigil Mechanism to address the genuine concern, if any of the directors and employees. The details of the same have been stated in the Report on Corporate Governance and the policy can also be accessed on the Company’s website.

Risk Management

The Company has constituted a Risk Management Committee consisting of majority of directors and senior managerial personnel of the Company; however this mandatory provisions of Listing Regulations are not applicable to the Company. The details of the Committee and its terms of reference etc. are set out in the Corporate Governance Report forming part of this Report.

The Company has a robust Business Risk Management framework to identify, evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance Company’s competitive advantage. The business risk framework defines the risk management approach across the enterprise at various levels including documentation and reporting. The framework has different risk models which help in identifying risks trend, exposure and potential impact analysis at a Company level as also separately for business segments.

Compliance with provisions of Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company is committed to uphold and maintain the dignity of women employees and it has in place a policy which provides for protection against sexual harassment of women at work place and for prevention and redressal of such complaints. During the year no such complaints were received.

The Company has also constituted an Internal Compliance Committee under the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013

Corporate Social Responsibility

The Company has constituted Corporate Social Responsibility Committee in compliance with the provisions of Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules 2014. The Corporate Social Responsibility Committee has formulated a Corporate Social Responsibility Policy (CSR policy) indicating the activities to be undertaken by the Company. The CSR policy may be accessed on the Company’s website at the link; http://www.rcom.co.in/Rcom/ about-us/investor-relations/corporate-governance.html.

The CSR Committee consists of Smt. Manjari Kacker as Chairperson, Shri R. N. Bhardwaj, Prof. J. Ramachandran, Shri Deepak Shourie, Shri A. K. Purwar, Shri Punit Garg, Shri Manikantan V., Smt. Ryna Karani, Smt. Chhaya Virani, Directors as members of the Committee.

The annual report on CSR activities is annexed as Annexure F.

Orders, if any, passed by Regulators or Courts or Tribunals

Except as disclosed in this report, no orders have been passed by the Regulators or Courts or Tribunals impacting the going concern status and the Company’s operation.

Internal Financial Controls and their adequacy

The Company has in place adequate internal financial controls across the organisation. The same is subject to review periodically by the internal audit cell and by the audit committee for its effectiveness.

During the year, such controls were tested and no reportable material weakness in the design or operation were observed.

Business Responsibility Statement

Business Responsibility Report for the year under review as stipulated under the Listing Regulations is presented in separate section forming part of this Annual Report.

Acknowledgement

Your Directors express their sincere appreciation for the cooperation and assistance received from shareholders, debenture holders, bankers, financial institutions, regulatory bodies, debenture trustee and other business constituents during the year under review. The Directors express their sincere thanks to the lenders of the Company for continuous support during the year. Your Directors also wish to place on record their deep sense of appreciation for the commitment displayed by all executives, officers and staff and look forward to their continued support in future.

For and on behalf of the Board of Directors

Anil Dhirubhai Ambani

Chairman

Mumbai

July 18, 2018

Director’s Report